Bond Ecopetro SA 5.375% ( US279158AL39 ) in USD

Ecopetro SA

98.88 % ⇌

Colombia

US279158AL39 ( in USD )

5.375% per year ( payment 2 times a year)

25/06/2026

Prospectus brochure of the bond Ecopetrol S.A US279158AL39 en USD 5.375%, maturity 25/06/2026

1 000 USD

1 500 000 000 USD

279158AL3

BB+ ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

26/06/2026 ( In 82 days )

Ecopetrol S.A. is a Colombian state-owned multinational oil and gas company engaged in exploration, production, refining, transportation, and commercialization of hydrocarbons and related products.

The Bond issued by Ecopetro SA ( Colombia ) , in USD, with the ISIN code US279158AL39, pays a coupon of 5.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 25/06/2026

The Bond issued by Ecopetro SA ( Colombia ) , in USD, with the ISIN code US279158AL39, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Ecopetro SA ( Colombia ) , in USD, with the ISIN code US279158AL39, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 v414086_424b2.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Proposed
Title of Each Class of
Maximum
Proposed Maximum
Securities to be
Amount to be
Offering Price Per
Aggregate Offering
Amount of
Registered

Registered(1)

Unit(1)

Price(1)
Registration Fee(1)
5.375% Notes due 2026
U.S.$ 1,500,000,000
99.328% U.S.$ 1,489,920,000 U.S.$
173,128.70

(1) Calculated in accordance with Rules 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering
is U.S.$173,128.70.

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-190198

PROSPECTUS SUPPLEMENT
(To prospectus dated June 23, 2015)

ECOPETROL S.A.

U.S.$1,500,000,000 5.375 % Notes due 2026

The 5.375% notes due 2026 (the "notes") will constitute our general senior, unsecured and unsubordinated obligations and will rank pari
passu, without any preferences among themselves, with all of our other present and future senior, unsecured and unsubordinated obligations that
constitute our External Indebtedness (as defined in the accompanying prospectus). Although we are 88.49% owned by the Republic of Colombia, or
the Nation, the Nation is not liable for our obligations under the notes. The notes will be issued only in registered form in minimum denominations
of US$1,000 and integral multiples of US$1,000 in excess thereof.

The notes will mature on June 26, 2026 and will bear interest at the rate of 5.375% per annum. Interest on the notes will be payable on
June 26 and December 26 of each year, beginning on December 26, 2015. We may redeem any of the notes, in whole or in part, at any time or from
time to time prior to their maturity, at the redemption price set forth in "Description of the Notes--Optional Redemption". Upon the occurrence of
a change of control repurchase event as set forth in "Description of the Notes--Certain Covenants--Repurchase of Notes upon a Change of Control
Repurchase Event", we will be required to offer to repurchase the notes from holders at the repurchase price described herein.

We intend to apply to have the notes approved for listing on the New York Stock Exchange, or "the NYSE."

Investing in the notes involves risks. See the "Risk Factors" sections of our Annual Report on Form 20-F for the fiscal year ended
December 31, 2014 (our "2014 Annual Report"), filed on April 28, 2015 with the Securities and Exchange Commission (the "SEC"), and
beginning on page S-8 of this prospectus supplement.

Per Note

Total

Initial price to the public(1) :

99.328% U.S.$ 1,489,920,000
Underwriting discount:

0.250% U.S.$
3,750,000
Proceeds, before expenses, to Ecopetrol:

99.078% U.S.$ 1,486,170,000

(1) Plus accrued interest, if any, from June 26, 2015, if settlement occurs after that date.

Neither the SEC nor any state securities commission has approved or disapproved of the notes or determined if this prospectus supplement
or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
http://www.sec.gov/Archives/edgar/data/1444406/000114420415039053/v414086_424b2.htm[6/25/2015 2:10:43 PM]

The notes will not be authorized by the Colombian Superintendency of Finance (Superintendencia Financiera de Colombia) and will not
be registered under the Colombian National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) or the Colombia Stock
Exchange (Bolsa de Valores de Colombia), and, accordingly, the notes will not be offered or sold to persons in Colombia except in circumstances
which do not result in a public offering under Colombian law.

The underwriters expect that the notes will be ready for delivery only in book-entry form through the facilities of The Depository Trust
Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking,
société anonyme, against payment in New York, New York on or about June 26, 2015.

_____________

Joint Book-Running Managers

Credit Suisse
HSBC

The date of this prospectus supplement is June 23, 2015

TABLE OF CONTENTS

Prospectus Supplement

Table of Contents

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-ii
THE OFFERING
S-4
SUMMARY SELECTED FINANCIAL AND OPERATING DATA
S-6
RISK FACTORS
S-8
USE OF PROCEEDS
S-12
RATIO OF EARNINGS TO FIXED CHARGES
S-13
EXCHANGE RATES AND CONTROLS
S-14
CAPITALIZATION
S-15
DESCRIPTION OF THE NOTES
S-17
TAXATION
S-30
UNDERWRITING
S-34
ENFORCEMENT OF CIVIL LIABILITIES
S-40
WHERE YOU CAN FIND MORE INFORMATION
S-41
INCORPORATION BY REFERENCE
S-41
LEGAL MATTERS
S-42
EXPERTS
S-42
ANNEX A - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
S-A-1

Prospectus

Page

ABOUT THIS PROSPECTUS
ii
WHERE YOU CAN FIND MORE INFORMATION
ii
FORWARD-LOOKING STATEMENTS
iii
THE COMPANY
1
RISK FACTORS
1
RATIO OF EARNINGS TO FIXED CHARGES
1
http://www.sec.gov/Archives/edgar/data/1444406/000114420415039053/v414086_424b2.htm[6/25/2015 2:10:43 PM]

OFFER STATISTICS AND EXPECTED TIMETABLE
2
REASONS FOR THE OFFER AND USE OF PROCEEDS
2
INTERESTS OF EXPERTS AND COUNSEL
3
THE OFFER AND LISTING
3
ADDITIONAL INFORMATION
6
DESCRIPTION OF THE SECURITIES
9
LEGAL MATTERS
37
EXPERTS
37
DOCUMENTS ON DISPLAY
38

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. The second part,
the accompanying prospectus, gives more general information, some of which may not apply to this offering. This prospectus supplement also adds
to, updates and changes information contained in the accompanying prospectus. If the description of the offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. The accompanying prospectus is
part of a shelf registration statement that we filed with the SEC on July 26, 2013 using a shelf registration statement. Under the shelf registration
process, from time to time, we may offer and sell debt securities, guaranteed debt securities, ordinary shares or preferred shares, or any
combination thereof, in one or more offerings.

In this prospectus supplement we use the terms "Ecopetrol," "we," "us," and "our" and similar words to refer to Ecopetrol S.A., a
Colombian mixed economy company, and its consolidated subsidiaries, unless the context requires otherwise. References to "securities" include any
security that we might offer under this prospectus supplement and the accompanying prospectus. References to "US$", "$" and "dollars" are to
United States dollars. References to "Ps$" and "pesos" are to Colombian pesos.

We have not authorized anyone to provide any information or to make any representation other than those contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we have prepared. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer
of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus
supplement, the accompanying prospectus, the documents incorporated by reference herein or in any free writing prospectus is accurate as of any
date other than the respective dates of such documents. Our business, financial condition, results of operations and prospects may have changed
since such dates.

Some of the market and industry data contained or incorporated by reference in this prospectus supplement are based on independent
industry publications or other publicly available information, while other information is based on internal studies. Although we believe that these
independent sources and our internal data are reliable as of their respective dates, the information contained in them has not been independently
verified. As a result, you should be aware that the market and industry data contained in this prospectus supplement, and beliefs and estimates based
on such data, may not be reliable.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain both
historical and forward-looking statements. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are not guarantees of future performance and reflect our current expectations concerning future results,
events, objectives, plans and goals and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may
cause our actual results, performance or achievements to differ. These risks, uncertainties and other factors include, among others: changes in
international crude oil and natural gas prices; the results of drilling and exploration activities; future production rates; import and export activities;
liquidity, cash flow and uses of cash flow; projected capital expenditures; dates by which certain areas will be developed or will come on-stream;
allocation of capital expenditures to exploration and production activities; competition; limitations on our access to sources of financing; significant
political, economic and social developments in Colombia and other countries where we do business; military operations, terrorist acts, wars or
embargoes; regulatory developments, including regulations related to climate change; natural disasters; technical difficulties; the impact of any
accidents occurring in our facilities or transportation network; the effect of lawsuits, regulatory examinations and investigations and other legal
proceedings on our financial condition, results of operations or cash flows; and other factors described in our news releases and filings with the
SEC, including our 2014 Annual Report and our periodic current reports on Form 6-K and in the section entitled "Risk Factors" beginning on page
S-8 of this prospectus supplement. The forward-looking statements included or incorporated by reference in this prospectus supplement and the
http://www.sec.gov/Archives/edgar/data/1444406/000114420415039053/v414086_424b2.htm[6/25/2015 2:10:43 PM]

accompanying prospectus are made only as of the dates of the respective documents, and we do not have any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances.

S-ii

SUMMARY

This section summarizes key information contained elsewhere, or incorporated by reference, in this prospectus supplement and the
accompanying prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere, or
incorporated by reference, in this prospectus supplement and the accompanying prospectus. You should carefully review the entire prospectus
supplement, including the risk factors, the financial statements and the notes related thereto and the other documents incorporated by reference
in this prospectus supplement and the accompanying prospectus, before making an investment decision. Summaries in this prospectus
supplement and the accompanying prospectus of certain documents that are filed as exhibits to the registration statement of which this
prospectus supplement is a part are qualified in their entirety by reference to such documents.

Overview

We are the only vertically-integrated crude oil and natural gas company and the largest company in Colombia as measured by revenue,
profit, assets and shareholders' equity. For the three months ended March 31, 2015 and 2014, we had total revenue of Ps$12.3 trillion and
Ps$17.9 trillion, operating income of Ps$2.3 trillion and Ps$6.2 trillion, net income of Ps$355.9 billion and Ps$4.06 trillion, respectively. For the
years ended December 31, 2014, 2013 and 2012, we had total revenue of Ps$68.9 trillion, Ps$70.4 trillion, Ps$68.8 trillion, operating income of
Ps$16.6 trillion, Ps$21.8 trillion and Ps$23.3 trillion, and net income of Ps$7.5 trillion, Ps$13.1 trillion and Ps$14.8 trillion, respectively. We are
engaged in a broad range of oil and gas related activities, which cover the following areas of our operations:

·
Exploration and Production--encompasses crude oil and natural gas exploration and production and natural gas transportation
activities. It also includes purchase of crude oil and gas from Agencia Nacional de Hidrocarburos and other third parties for resale. At
December 31, 2014, we were the largest participant in the Colombian hydrocarbons industry with approximately 58% of crude oil
production and approximately 63% of natural gas production.

·
Refining and Petrochemicals--encompasses oil refining and producing a full range of refined products including gasoline, diesel,
liquefied petroleum gas and heavy fuel oils, which are sold inter-company and to third parties locally and abroad. Additionally, this
segment includes investments in four domestic petrochemical companies that produce aromatics, cyclohexane, paraffin waxes, lube
base oils, solvents and other petrochemical products. We also have a 50% interest in Ecodiesel S.A., a refinery that processes palm oil
for biofuels. At the moment we are in the process of building a refinery to produce ethanol from sugar cane.

·
Transportation--encompasses the transportation of crude oil and refined products, excluding natural gas, which as of June 2012 occurs
mostly through our subsidiary Cenit. Cenit directly owns 46% of the total crude oil pipeline shipping capacity in Colombia. When
aggregated with the crude oil pipelines in which Cenit owns an interest, Cenit owns 79% of the oil pipeline shipping capacity in
Colombia.

History

Ecopetrol is a mixed economy company, organized on August 25, 1951 as Empresa Colombiana de Petróleos. We began our operations
as a governmental industrial and commercial company, responsible for administering Colombia's hydrocarbon resources and by 1974 operated
the Barrancabermeja refinery and the Cartagena refinery, Colombia's largest petroleum refineries. In 1970, we adopted our first by-laws which
transformed us into a governmental agency, responsible for the production and administration of Colombia's hydrocarbon resources.

S-1

In order to make us more competitive, in 2003 we were transformed from an industrial and commercial company into a state owned
corporation with shares linked to the Ministry of Mines and Energy, which renamed us Ecopetrol S.A. Prior to our reorganization, our capital
expenditures program and access to the credit markets were limited by the Colombian government which was making its decisions based on its
http://www.sec.gov/Archives/edgar/data/1444406/000114420415039053/v414086_424b2.htm[6/25/2015 2:10:43 PM]

budgetary needs and not on our growth prospects. In 2006, the government of Colombia authorized us to issue up to 20% of our capital stock in
Colombia, subject to the condition that the Nation control at least 80% of our capital stock and on November 13, 2007, we placed 4,087,723,771
shares in the Bolsa de Valores de Colombia (the "Colombian Stock Exchange" or the "BVC"), raising approximately Ps$5,723 billion and
resulting in 483,941 new shareholders comprising 10.1% of our capital stock at such time. The second round of our equity offering program
took place between July 27 and August 17, 2011. The offer was directed exclusively to investors in Colombia as permitted by Law 1118 of
2006. A total of 644,185,868 shares were allotted, equivalent to approximately Ps$2.38 trillion. Out of the 219,054 investors participating in
that round, 73% were new stockholders. In both rounds, funds obtained by us through the offerings were allocated to our investment plan. In the
future, the Nation Ministry of Finance and Public Credit, as our controlling shareholder, may make decisions or announcements about its
intention to sell part of its holding of our capital stock, as it has announced in recent years. We understand that our cooperation is necessary for
the successful coordination of the Nation's plans. Additionally, we could sell the remaining shares up to a 20% limit.

We are majority owned by the Republic of Colombia and our shares trade on the BVC under the symbol ECOPETROL. Additionally,
since September 18, 2008, our American Depositary Receipts have been trading on the NYSE under the symbol "EC" and since August 2010 in
the Toronto Stock Exchange under the symbol "ECP". Our address is Carrera 13 No. 36-24 Bogota, Colombia and our telephone number is
+571 234 4000. Our website is www.ecopetrol.com.co. Information included on or accessible through our website does not constitute a part of
this prospectus supplement or the accompanying prospectus.

Our Strategic Plan

Ecopetrol's new strategy in this complex international price environment focuses on oil and gas exploration and production, while
seeking operational excellence in the transportation, refining and petrochemical areas. The new strategy also seeks to achieve structural
efficiencies that would increase Ecopetrol's competitive levels in order to reach the highest international standards.

In exploration, Ecopetrol plans to build a portfolio that is robust and diversified, focused on high-potential basins in Colombia and
abroad, and designed to increase significantly Ecopetrol's contingent resources and reserves. In addition, we aim to strengthen our exploratory
team based in Houston, Rio and Bogota by the addition of world-class human talent with proven track records.

In production, we plan to focus on the production of efficient barrels in major profitable fields, while carrying out a comprehensive
program to increase our recovery factor. We aim to seek to increase average annual production between 1% and 2%, reaching a total of
approximately 870 thousand barrels of oil equivalent per day by 2020, with an EBITDA target of more than US$30 per barrel in a Brent crude
price scenario of between US$60 and US$80 per barrel.

As for the company's reserves, our objective is to increase proved reserves by 1.700 billion barrels of oil equivalent by 2020.

In the transportation segment, we plan to dedicate our efforts to increasing our efficiency in order to achieve international operating
standards. Cenit, our crude oil transport subsidiary, will focus on the transportation of heavy crudes and refined products for the Colombian
market.

Our strategy contemplates the start-up of the new Cartagena refinery during the last quarter of 2015 and the execution of an ambitious
efficiency plan that will improve the competitiveness of existing assets to ensure the business's profitability within a framework of financial
self-sustainability.

Ecopetrol intends to focus on profitable investments, at an average estimated level of US$6 billion per year through 2020, oriented
toward high-value projects that contribute to the execution of the new strategy.

We plan to make sufficient cash available for our operations, in part by maintaining our access to local and international capital
markets. The preservation of business and finance metrics that are considered by credit rating agencies will be a priority in order to maintain
our current credit rating.

S-2

We aim to continue our program of divesting non-strategic assets, as announced with regard to our stakes in EEB and ISA, among
others, as well as non-strategic exploration and production assets.

Our strategy is based on producing efficient, clean and profitable barrels that generate returns for our shareholders. We are aiming to
double our 2014 return on capital by 2020.
http://www.sec.gov/Archives/edgar/data/1444406/000114420415039053/v414086_424b2.htm[6/25/2015 2:10:43 PM]

To support our strategy, Ecopetrol initiated a transformation plan in the beginning of 2015 that targets US$6 billion of accumulated
savings by 2020. This plan contemplates fundamental changes within the company, including our business, project-management and technology
segments as well as our relationships with local communities and our active management of our portfolio.

Our plan also contemplates a cultural transformation that encourages and promotes the attainment of results and is based on the
principles of integrity, collaboration and creativity.

Ecopetrol seeks to prioritize innovation and knowledge generation. Under the new strategy, our technology and information systems
will aim to leverage key business projects, especially in exploration and production.

Ecopetrol is committed to producing oil and gas with zero accidents and environmental incidents, maintaining a solid regional
presence, ensuring prompt decision-making, and ensuring that we have satisfied and committed employees and a harmonious, mutually
beneficial relationship with local communities.

Ecopetrol's new strategy, and the transformation plan that supports it, have as their goal the company's reinvention in order to
successfully compete in a challenging international environment.

Our long term growth prospects may depend on our ability to successfully implement and achieve the goals of our new strategy. See
"5.1 Risk Factors--5.1.1 Risks Related to Our Business--Achieving our long term growth prospects depends on our ability to execute our
Strategic Plan--specifically, the discovery and successful development of additional reserves" section of our 2014 Annual Report.

S-3

THE OFFERING

The following is a brief summary of certain terms of the notes. For a more complete description of the terms of the notes, including the
covenants and events of default contained in the indenture, see "Description of the Notes" in this prospectus supplement and "Description of the
Debt Securities" in the accompanying prospectus.

Issuer

Ecopetrol S.A.

The Notes

US$1,500,000,000 aggregate principal amount of 5.375% notes due June 26, 2026.

Maturity

June 26, 2026.

Interest

The notes will bear interest from June 26, 2015, the date of original issuance of the notes at the rate
of 5.375% per annum, payable semiannually in arrears on each interest payment date.

Interest Payment Dates

June 26 and December 26 of each year, commencing on December 26, 2015.

Repurchase of Notes upon a Change of

We are required to make an offer to purchase all or any portion of notes outstanding held by
Control Repurchase Event
holders upon the occurrence of a Change of Control Repurchase Event (as defined in "Description
of the Debt Securities" in the accompanying prospectus) at a purchase price in cash equal to 101%
of the principal amount of the notes so purchased, plus accrued and unpaid interest thereon and any
Additional Amounts (as defined below) to but excluding the date of such purchase. See
"Description of the Notes--Certain Covenants--Repurchase of Notes upon a Change of Control
Repurchase Event" and "Risk Factors--Risk factors related to the notes--We may not be able to
repurchase the notes upon a change of control repurchase event".

Optional Redemption

We may redeem the notes in whole or in part, at any time or from time to time prior to their
maturity, at our option, on at least 30 days' but not more than 60 days' notice, at a redemption
price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2)
the sum of the present values of each remaining scheduled payment of principal and interest thereon
(exclusive of interest accrued to the date of redemption) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
http://www.sec.gov/Archives/edgar/data/1444406/000114420415039053/v414086_424b2.htm[6/25/2015 2:10:43 PM]

Rate (as defined below) plus 45 basis points, plus accrued and unpaid interest on the principal
amount of the notes to be redeemed and any Additional Amounts to but excluding the date of
redemption. See "Description of the Notes--Optional Redemption".

At any time on or after March 26, 2026 (three months prior to the maturity date of the notes), we
may redeem the notes, in whole or in part, at any time and from time to time, on not less than 30
nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the
notes being redeemed, plus any interest accrued but not paid to, but excluding, the date of
redemption.

Withholding Tax Redemption

In the event that, as a result of certain changes in law affecting Colombian withholding taxes, we
become obliged to pay Additional Amounts, the notes will be redeemable, as a whole but not in
part, at our option at any time at 100% of their principal amount plus accrued and unpaid interest,
if any. See "Description of the Notes--Optional Redemption--Withholding Tax Redemption".
S-4

Ranking

The notes will constitute our general senior, unsecured and unsubordinated obligations and will
rank pari passu, without any preferences among themselves, with all of our other present and
future senior, unsecured and unsubordinated obligations that constitute our External Indebtedness
(as defined in "Description of the Debt Securities" in the accompanying prospectus). As of March
31, 2015, our External Indebtedness amounted to US$13.6 billion, all of which was unsecured
debt.

Use of Proceeds

We expect the net proceeds from the sale of the notes will be approximately US$1,486,170,000
(after giving effect to underwriters' discounts but before expenses). We intend to use the net
proceeds for general corporate purposes, including capital expenditures.

Further Issues

We may from time to time, without notice to or the consent of the holders of the notes, create and
issue additional debt securities having the same terms (except for the issue date, the public offering
price and the first interest payment date) and ranking equally and ratably with any series of the
notes offered hereby in all respects, as described under "Description of the Notes--General". Any
additional debt securities having such similar terms, together with its corresponding series of the
notes offered hereby, will constitute a single series of securities under the indenture.

Denomination and Form

We will issue the notes in the form of one or more fully registered global notes registered in the
name of a nominee of The Depository Trust Company ("DTC"). Beneficial interests in the notes
will be represented through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in DTC. Clearstream Banking, société
anonyme and Euroclear Bank, S.A./N.V., as operator of the Euroclear System, will hold interests
on behalf of their participants through their respective U.S. depositaries, which in turn will hold
such interests in accounts as participants of DTC. Except in the limited circumstances described in
this prospectus supplement, owners of beneficial interests in the notes will not be entitled to have
notes registered in their names, will not receive or be entitled to receive notes in definitive form
and will not be considered holders of notes under the indenture. The notes will be issued only in
minimum denominations of US$1,000 and integral multiples of US$1,000 in excess thereof.

Taxation

For a summary of certain United States federal tax and Colombian tax considerations relating to
the purchase, ownership and disposition of the notes, see "Taxation--U.S. Federal Income Tax
Considerations" and "Taxation--Certain Colombian Tax Considerations", respectively.

Trustee

The Bank of New York Mellon.

Listing

We intend to have the notes approved for listing on the NYSE.

Governing Law

New York.

http://www.sec.gov/Archives/edgar/data/1444406/000114420415039053/v414086_424b2.htm[6/25/2015 2:10:43 PM]

Risk Factors

Investing in the notes involves risks. See the "Risk Factors" sections of our 2014 Annual Report
and beginning on page S-8 of this prospectus supplement for a description of certain risks you
should consider before investing in the notes.
S-5

SUMMARY SELECTED FINANCIAL AND OPERATING DATA

The following table sets forth, for the periods and at the dates indicated, our summary historical financial data, which have been derived
from our unaudited interim financial statements, presented in Pesos. The information included below and elsewhere in this prospectus supplement
is not necessarily indicative of our future performance. The tables set forth below are derived from, and should be read in conjunction with, our
unaudited interim financial statements as of March 31, 2015 and December 31, 2014 and for the three-month periods ended March 31, 2015 and
2014 and the accompanying notes included in the current report on Form 6-K filed with the SEC on June 23, 2015 and incorporated by reference
in this prospectus supplement.

Our financial results for the first quarter of 2015 and results for the corresponding period of 2014 were prepared on the basis of
International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and are not comparable with our
previously issued financial results for the first quarter of 2014 which were prepared in accordance with the Public Accounting Regime (Régimen
de Contabilidad Pública) as adopted by the Colombian National Accounting Office (Contaduría General de la Nación) ("Colombian Government
Entity GAAP"). Our financial results for the years ended December 31, 2014, 2013 and 2012 were prepared in accordance with Colombian
Government Entity GAAP and therefore are not comparable with our financial results for the first quarter of 2015 and 2014.

BALANCE SHEET

(unaudited)

As of

As of March 31,

December 31,

2015 (IFRS)(1)
2015 (IFRS)

2014 (IFRS)

(US$ in
thousands
except for
common share
and dividends
per share
(Pesos in millions except for common share

amounts)
and dividends per share amounts)

Assets

Current assets

Cash and cash equivalents

4,247,201
10,941,003
7,015,731
Other Financial Assets

989,020
2,547,765
1,586,314
Trade and other receivables

1,709,494
4,403,743
4,462,104
Inventories, net

1,088,504
2,804,040
2,953,856
Prepaid current taxes

721,425
1,858,426
2,018,486
Other Non Financial Assets

567,540
1,462,011
1,392,527
Non-current assets held for sale

568,618
1,464,788
1,582,828
Total current assets

9,891,802
25,481,776
21,011,846

Long-term assets

Investments

947,768
2,441,497
2,392,128
Accounts and notes receivable, net

182,179
469,301
455,176
Property, plant and equipment, net

23,584,129
60,753,896
57,538,638
Natural and environmental resources, net

9,934,681
25,592,235
25,215,921
Intangible Assets

83,820
215,924
225,327
Deferred Taxes

1,187,112
3,058,059
3,091,013
Other Financial Assets

260,812
671,866
490,056
Non Financial Assets

426,050
1,097,526
1,094,077
Goodwill

546,268
1,407,213
1,407,213
Long-term assets

37,152,818
95,707,517
91,909,549
http://www.sec.gov/Archives/edgar/data/1444406/000114420415039053/v414086_424b2.htm[6/25/2015 2:10:43 PM]

Total assets

47,044,620
121,189,293
112,921,395

Liabilities and Shareholders' equity

Current liabilities

Financial Obligations

1,790,156
4,611,531
3,456,441
Accounts payable and related parties

5,015,676
12,920,633
8,806,021
Taxes, contributions and duties payable

1,009,173
2,599,679
1,894,761
Labor liabilities

507,954
1,308,514
1,380,000
Estimated liabilities and provisions

349,965
901,527
848,051
Other financial obligations

87,509
225,428
140,055
Other Liabilities

118,750
305,906
297,628
Total current liabilities

8,879,182
22,873,218
16,822,957

Long-term liabilities

Financial Obligations

14,795,670
38,114,386
31,490,900
Accounts Payable

54,608
140,673
126,431
Labor and pension liabilities

1,627,411
4,192,293
4,274,083
Estimated liabilities and provisions

1,879,656
4,842,089
4,718,722
Other long-term allowances

139,260
358,740
373,960
Deferred Taxes

1,470,449
3,787,949
4,040,143
Total long-term liabilities

19,967,054
51,436,130
45,024,239

Total liabilities

28,846,237
74,309,348
61,847,196

Shareholders' equity

18,198,383
46,879,945
51,074,199

Total liabilities and shareholders' equity

74,044,620
121,189,293
112,921,395

(1) Amounts stated in U.S. dollars have been translated for the convenience of the reader at the rate of Ps$2,576.05 to US$1.00, which is the
Representative Market Rate at March 31, 2015, as reported and certified by the Superintendency of Finance.
S-6

INCOME STATEMENT
(unaudited)

For the three-month period ended March 31,

2015(1) (IFRS) 2014(1) (IFRS) 2015 (IFRS) 2014 (IFRS)
(US$ in
(US$ in
(Pesos in millions)

thousands)
thousands)

Revenue

Domestic sales

2,261,900
3,699,359
5,826,768
7,270,425
Foreign sales

2,513,184
5,444,863
6,474,087
10,700,899
Total revenues

4,775,084
9,144,223
12,300,855
17,971,324
Cost of sales

3,320,835
5,479,481
8,554,637
10,768,934
Gross profit

1,454,249
3,664,742
3,746,218
7,202,390
Operating expenses

Administration

317,940
101,115
819,030
198,724
Operating and projects

234,837
405,529
604,953
796,995
Other income (expenses), net

(13,825)
(29,509)
(35,613)
(57,995)
Operating income

915,296
3,187,606
2,357,848
6,264,666
Non-operating income (expenses)

Financial income (expenses), net

(600,169)
(88,586)
(1,546,066)
(174,099)
Other income (expenses), net

6,130
27,063
15,792
53,187
http://www.sec.gov/Archives/edgar/data/1444406/000114420415039053/v414086_424b2.htm[6/25/2015 2:10:43 PM]

Results from subsidiaries, net

289
7,792
744
15,314
Income before income tax and non-controlling interest

321,546
3,133,875
828,318
6,159,068
Income tax provision

183,372
1,065,592
472,376
2,094,229
Net income for the period

138,174
2,068,284
355,942
4,064,839

(1) Amounts stated in U.S. dollars have been translated for the convenience of the reader at the rate of Ps$2,576.05 to US$1.00, which is the
Representative Market Rate at March 31, 2015, as reported and certified by the Superintendency of Finance.

The following table presents our operating data for the periods indicated:

OPERATING DATA

For the three months

For the year ended December 31,

ended March 31,

2014

2013

2012

2015

2014

Refining

Capacity(1)

335,000
335,000
335,000
335,000
308,330
Throughput(1)

240,484
283,362
296,340
227,632
267,780
Capacity utilization rate

72%
85%
88%
68%
87%

Proved reserves*

Crude oil(2)

1,465
1,434
1,370
NA
NA
Natural gas(3)

3,529
3,068
2,887
NA
NA
Total oil and natural gas proved reserves(4)

2,084
1,972
1,877
NA
NA

Production(5)

Oil

620
651
635
636
627
Gas

136
137
119
137
139
Total Production

755
788
754
773
766

Employees*

9,150
8,800
8,087
9,093
8,976

(1) In thousands of barrels per day (bpd) at December 31 or March 31, as the case may be. See Item 3.6.1 "Business Overview--Refining and
Petrochemicals--Refining" in the 2014 Annual Report.
(2) In millions of barrels at December 31 or March 31, as the case may be. See Item 3.4.3 "Business Overview--Reserves" in the 2014 Annual
Report.
(3) In giga cubic feet (gcf) at December 31 or March 31, as the case may be. See Item 3.4.3 "Business Overview--Reserves" in the 2014 Annual
Report.
(4) In millions of barrels of oil equivalent (boe) at December 31 or March 31, as the case may be. See Item 3.4.3 "Business Overview--Reserves"
in the 2014 Annual Report.
(5) All production values are expressed in thousands of barrels of oil equivalent per day.
* Reserve and employee data calculated at December 31; reserves information is calculated each year. Third parties audit 99% of our total proved
reserves.
NA = Not Available

S-7

RISK FACTORS

You should consider carefully all of the information set forth in this prospectus supplement, in the accompanying prospectus and any
documents incorporated by reference herein and, in particular, the risk factors described below, and in our 2014 Annual Report before deciding to
invest in the notes. The risk factors described below and in our 2014 Annual Report are not the only ones we face. Additional risks and
uncertainties that we are unaware of, or that we currently deem immaterial, may also become important factors that affect us.

Risk factors related to the notes

The notes are effectively subordinated to the existing and future liabilities of our subsidiaries.
http://www.sec.gov/Archives/edgar/data/1444406/000114420415039053/v414086_424b2.htm[6/25/2015 2:10:43 PM]

Document Outline

#1">
- #1">