Obligation Ecopetroleum 5.88% ( US279158AC30 ) en USD

Ecopetroleum

100 % ▼

Colombie

US279158AC30 ( en USD )

5.88% par an ( paiement semestriel )

17/09/2023 - Obligation échue

Prospectus brochure de l'obligation Ecopetrol US279158AC30 en USD 5.88%, échue

1 000 USD

1 800 000 000 USD

279158AC3

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

Ecopetrol est une compagnie pétrolière et gazière colombienne intégrée verticalement, active dans l'exploration, la production, le raffinage, le transport et la commercialisation d'hydrocarbures.

L'Obligation émise par Ecopetroleum ( Colombie ) , en USD, avec le code ISIN US279158AC30, paye un coupon de 5.88% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/09/2023

L'Obligation émise par Ecopetroleum ( Colombie ) , en USD, avec le code ISIN US279158AC30, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Ecopetroleum ( Colombie ) , en USD, avec le code ISIN US279158AC30, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 v442041_424b2.htm 424B2

CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Amount of
Title of Each Class of
Amount to be
Offering Price
Aggregate Offering
Registration
Securities to be Registered
Registered(1)
Per Unit(1)
Price(1)
Fee(1)
5.875% Notes due 2023
U.S.$500,000,000
101.612%
U.S.$508,060,000
U.S.$51,161.64
____________
(1)Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is U.S.$51,161.64.

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

PROSPECTUS SUPPLEMENT
(To prospectus dated June 23, 2015)

ECOPETROL S.A.

US$500,000,000 5.875% Notes due 2023

The 5.875% notes due 2023 (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). The notes offered hereby are an additional issuance of, will be fully fungible with, rank
equally with and form a single series with the US$1,300 million of our 5.875% notes due 2023 initially issued on September 18, 2013. The notes will have the
same CUSIP and ISIN numbers assigned to such previously issued 2023 notes. 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 September 18, 2023 and will bear interest at the rate of 5.875% per annum. Interest on the notes will be payable on March
18 and September 18 of each year, beginning on September 18, 2016. 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--Optional Redemption with `Make-Whole'
Amount". 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 20F for the fiscal year ended
December 31, 2015 (our "2015 Annual Report"), filed on April 29, 2016 with the Securities and Exchange Commission (the "SEC"), and beginning on
page S-10 of this prospectus supplement.

Per Note

Total
Initial price to the public(1) :

101.612%

US$508,060,000
Underwriting discount:

0.20%

US$1,000,000
Proceeds, before expenses, to Ecopetrol:

101.412%

US$507,060,000

(1) Plus accrued interest from March 18, 2016, the last interest payment date in respect of the original issuance of US$1,300 million of our 5.875% notes due
2023, to June 15, 2016, the expected settlement date plus accrued interest, if any, subsequent to June 15, 2016, 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.

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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 15, 2016.

Joint Book-Running Managers

BofA Merrill Lynch
HSBC

The date of this prospectus supplement is June 8, 2016.

TABLE OF CONTENTS

Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-ii
SUMMARY
S-1
THE OFFERING
S-5
SUMMARY SELECTED FINANCIAL AND OPERATING DATA
S-7
RISK FACTORS
S-10
USE OF PROCEEDS
S-13
RATIO OF EARNINGS TO FIXED CHARGES
S-14
EXCHANGE RATES AND CONTROLS
S-15
CAPITALIZATION
S-16
DESCRIPTION OF THE NOTES
S-18
TAXATION
S-37
UNDERWRITING
S-41
ENFORCEMENT OF CIVIL LIABILITIES
S-47
WHERE YOU CAN FIND MORE INFORMATION
S-49
INCORPORATION BY REFERENCE
S-49
LEGAL MATTERS
S-50
EXPERTS
S-50
ANNEX A - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
A-S-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
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
38
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EXPERTS
38
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. 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 2015 Annual Report and our periodic current reports on Form 6K and in the section
entitled "Risk Factors" beginning on page S-10 of this prospectus supplement. The forward-looking statements included or incorporated by reference in this
prospectus supplement and the 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
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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, 2016 and 2015, we had total revenue of Ps$10.5 trillion and Ps$12.3 trillion,
operating income of Ps$1.6 trillion and Ps$2.3 trillion, net income of Ps$610.9 billion and Ps$355.9 billion, respectively. For the years ended
December 31, 2015 and 2014, we had total revenue of Ps$52.3 trillion and Ps$66.0 trillion, operating income of Ps$2.1 trillion and Ps$14.4 trillion, and net
loss of Ps$6.3 trillion and net income of Ps$5.7 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,
2015, we were the largest participant in the Colombian hydrocarbons industry with approximately 58% of crude oil production (according to
calculations made by Ecopetrol based on information from the National Hydrocarbons Agency) and approximately 60% of natural gas
production (according to calculations made by Ecopetrol based on information from the National Hydrocarbons Agency).

·
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 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

During the last decade Ecopetrol exhibited consistent growth that led it to consolidate its position as the largest corporation in Colombia and one
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of the 40 largest oil companies in the world (as reported in Energy Intelligence Top 100 2015). In May 2015 the board of directors of Ecopetrol (the "Board
of Directors") approved the 2015 2020 strategy, based on sustainable value creation and a more efficient operation of the assets of Ecopetrol and its
subsidiaries (the "Ecopetrol Group").

This strategy is aimed at fulfilling the expectations of Ecopetrol's shareholders while enhancing the Ecopetrol Group's environmental and
compliance frameworks.

The key guidelines for this strategy are the following:

1.
Profitable Growth

·
Seek successful exploration activity by restructuring Ecopetrol's portfolio, achieving better geographic diversification and decreasing risk
through, with a focus on high-value oil and gas plays.

·
Focus production efforts on high priority mature fields and the development of projects to improve our recovery factor.

2.
Operational and Financial Excellence

·
Improve processes and innovate in order to operate more efficiently.

·
Perform under specified financial discipline parameters, making sure that the Ecopetrol Group's resources are invested in projects that
generate value and sustainable growth.

·
Maintain financial metrics within ranges that reflect long term sustainability, debt service capacity and cash generation capacity.

S-2

3.
Business Development

·
Transform the organizational culture by creating a new collaborative environment and reinforcing human talent management.

·
Achieve comprehensive and effective project management in terms of cost and scheduling from the planning stage of a project through its
completion.

·
Develop a comprehensive environmental framework, to compliment the needs of our business and communities.

·
Enforce a strong commitment to ethics and integrity across our business relations and our labor force.

To implement this strategy, during 2015 we designed and launched the 2015 2018 Transformation Program (the "Transformation Program")
comprised of eight key factors: efficiency, exploration, recovery factor, technology, projects, portfolio management, culture and leadership, and community
relationships.

·
Efficiency: Ecopetrol expects to achieve cumulative structural savings through the implementation of best practices and a focus on high-value
activities.

·
Exploration: Ecopetrol started a plan to reinforce its technical capabilities in exploration and will launch a capacity-building technology
program in order to create sustainable value.

·
Recovery factor: Ecopetrol has structured a comprehensive program for the improvement of the oil recovery factor, which is currently 18%,
which will maximize cash generation from current producing fields.

·
Technology: Ecopetrol expects to develop business technologies to compliment the Company's strategy and to strengthen and streamline the
Company's information technology tools upon the capacities of Instituto Colombiano del Petroleo and the technical staff of the Company.

·
Project management: the Transformation Program includes a thorough review of project execution with the aim of optimizing capital
allocation and ensuring that projects meet their budgets in terms of costs, time and profitability.

·
Portfolio management: the Company has a plan to generate cash by means of a dynamic portfolio rotation program to divest non-strategic
assets and equity participations. For the period 2016 2017, we expect to raise funds between US$400 and US$900 million from these
divestments.
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·
Culture and leadership: the Transformation Program includes actions intended to (i) foster the corporate culture of Ecopetrol based on
integrity, collaboration, creativity, care for life and operative and financial excellence and (ii) enhance its human talent and leadership.

·
Community relationships: the Transformation Program includes the implementation of a new relationship model focused on the long-term
sustainability of Ecopetrol's operations by strengthening the ability of government entities and local organizations to foster greater prosperity
in regions where Ecopetrol operates and to build safe and environmentally sustainable environments.

In 2015, the Transformation Program led to structural cost savings of approximately US$800 million from the original budget. The main areas of
cost savings were drilling and completion, crude dilution, transport, subsurface maintenance and fluid treatment, which represented 52% of savings, and
supplies, services and technology, health, safety and environment (HSE) security and research and development, which represented 24% of savings.

S-3

Consistent with this new corporate strategy in the long term, in December 2015 the Board of Directors approved a US$4,800 million investment
plan for the year 2016. However, the most recent review of oil price scenarios and the prioritization of the project's portfolio in order to protect the cash
flow and the financial health of the Company led to an adjustment of the capital expenditures for 2016 under the investment plan, from US$4,800 million to
a range between US$3,000 US$3,400 million. The plan aims at achieving an annual average production between 710 and 720 thousand barrels of oil and
gas equivalent per day, out of which approximately 92% would be contributed by Ecopetrol and the remainder by Ecopetrol's subsidiaries and affiliates.

Ecopetrol is currently undertaking a process of reviewing the midterm goals of its corporate strategy in light of the complex international
commodity price environment.

The current strategy seeks to achieve structural efficiencies that would increase Ecopetrol's competitive levels to the highest international
standards. In particular, Ecopetrol's strategy, and the Transformation Program that supports it, have the goal of reinventing the Company 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 "Risk Factors
--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" of our 2015 Annual Report.

S-4

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.

Issuer

Ecopetrol S.A.

The Notes

US$500,000,000 aggregate principal amount of 5.875% notes due September 18, 2023. The notes
offered hereby are an additional issuance of, will be fully fungible with, rank equally with and form a
single series with the US$1,300 million of our 5.875% notes due 2023 initially issued on September 18,
2013.

Maturity

September 18, 2023.

Interest

The notes will bear interest from March 18, 2016, the last interest payment date in respect of the original
issuance of the US$1,300 million of our 5.875% notes due 2023, at the rate of 5.875% per annum,
payable semiannually in arrears on each interest payment date.

Interest Payment Dates

March 18 and September 18 of each year, commencing on September 18, 2016.

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 holders upon
Control Repurchase Event
the occurrence of a Change of Control Repurchase Event (as defined in "Description of the Notes") at a
purchase price in cash equal to 101% of the principal amount of the notes so purchased, plus accrued and
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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 with "Make-Whole"

We may redeem the notes in whole or in part, at any time or from time to time prior to their maturity, at
Amount
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 Rate (as defined below) plus 45 basis
points, plus accrued 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
-- Optional Redemption with `Make-Whole' Amount".

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-5

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 unsecured and
unsubordinated obligations that constitute our External Indebtedness (as defined in "Description of the
Notes". As of March 31, 2016, our External Indebtedness amounted to US$14.9 billion, all of which was
unsecured debt, which we recognize in our consolidated financial statements at its amortized cost, which
corresponds to the present value of cash flows, discounted at the effective interest rate.

Use of Proceeds

We expect the net proceeds from the sale of the notes will be approximately US$507,060,000 (after
giving effect to underwriters' discounts but before expenses and excluding accrued interest). 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 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 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.

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Governing Law

New York.

Risk Factors

Investing in the notes involves risks. See the "Risk Factors" sections of our 2015 Annual Report and
beginning on page S-10 of this prospectus supplement for a description of certain risks you should
consider before investing in the notes.

S-6

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 condensed consolidated 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 condensed consolidated financial statements as of March 31, 2016 and December 31, 2015 and for the three-month periods ended March
31, 2016 and 2015 and the accompanying notes as filed with the Superintendency of Finance (Superintendencia Financiera de Colombia), for which an
English translation is included in the current report on Form 6-K filed with the SEC on June 8, 2016 and incorporated by reference in this prospectus
supplement.

Our consolidated financial statements for the years ended December 31, 2015 and 2014 included in the 2015 Annual Report and incorporated by
reference in this prospectus supplement were prepared in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board ("IFRS"). Our date of transition to IFRS was January 1, 2014. Such consolidated financial statements are our first financial
statements prepared in accordance with IFRS. Until December 31, 2014, we prepared our audited consolidated financial statements in accordance with
Colombian Government Entity GAAP issued by the Contaduria General de la Nación with reconciliations to United States Generally Accepted
Accounting Principles ("U.S. GAAP"). As required by IFRS 1--First Time Adoption of International Financial Reporting Standards-- our financial
position and results of operations for the year ended December 31, 2014 have been restated in accordance with IFRS. Note 35 to our consolidated financial
statements included in the 2015 Annual Report contains an analysis of the presentation and disclosure effects of adopting IFRS and the effects on equity and
net income for the fiscal year ended December 31, 2014 as of January 1 and December 31, 2014. The selected financial information for 2014 included in
the 2015 Annual Report differs from the information we previously published for 2014, because it is presented in accordance with IFRS for comparative
purposes, as required by IFRS 1. Following our adoption of IFRS, we are no longer required to reconcile our financial statements to U.S. GAAP.

Our unaudited interim condensed consolidated financial statements for the three months ended March 31, 2016 and 2015 included in the current
report on Form 6-K filed with the SEC on June 8, 2016 and incorporated by reference in this prospectus supplement were prepared in accordance with
current reporting standards as in effect in Colombia ("Colombian IFRS") (which is the accounting standard we use for local reporting purposes).

IFRS differs in certain significant respects from Colombian IFRS. As a result, our financial information presented under IFRS is not directly
comparable to any of our financial information presented under Colombian IFRS. For a description of the differences between Colombian IFRS and IFRS
(i) as it applies to our consolidated financial statements for the years ended December 31, 2015 and 2014, see "Financial Review--Summary of Differences
between Internal Reporting (Colombian IFRS and IFRS)" in the 2015 Annual Report and (ii) as it applies to our unaudited interim condensed consolidated
financial statements for the three months ended March 31, 2016 and 2015, see "Financial Review--Summary of Differences between Internal Reporting
(Colombian IFRS and IFRS)" in the current report on Form 6-K filed with the SEC on June 8, 2016 and incorporated by reference in this prospectus
supplement.

S-7

BALANCE SHEET

(Colombian IFRS, consolidated)

As of

As of March 31,

December 31,

2016(1)

2016

2015(2)

(unaudited)

(audited)

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

share amounts)
share and dividends per share amounts)
Assets

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Current assets

Cash and cash equivalents

2,526,626
7,636,349
6,550,450
Trade and other receivables

1,025,552
3,099,578
3,427,412
Inventories

946,574
2,860,878
3,057,958
Tax assets

1,433,994
4,334,033
4,501,734
Equity instruments measured at fair value

343,552
1,038,334
913,488
Other financial assets

58,583
177,057
329,227
Other assets

343,494
1,038,159
1,090,324
Non-current assets held for sale

90,009
272,040
242,745
Total current assets

6,768,385
20,456,428
20,113,338

Long-term assets

Investments in associates and joint ventures

616,944
1,864,622
1,931,934
Trade and other receivables

207,441
626,958
584,571
Property, plant and equipment

20,940,761
63,290,309
65,030,814
Natural and environmental resources

7,930,622
23,969,116
24,043,297
Intangible assets

128,840
389,399
388,051
Deferred tax assets

2,740,318
8,282,200
7,961,968
Other financial assets

359,018
1,085,077
1,256,152
Goodwill

304,215
919,445
919,445
Other assets

286,193
864,975
766,380
Long-term assets

33,514,352
101,292,101
102,882,612

Total assets

40,282,737
121,748,529
122,995,950

Liabilities and Shareholders' equity

Current liabilities

Loans and borrowings

1,687,625
5,100,592
4,573,620
Trade and other payables

1,684,054
5,089,800
7,757,277
Labor and pension plan obligations

422,122
1,275,801
1,392,266
Tax liabilities

1,249,232
3,775,615
2,803,559
Accrued liabilities and provisions

216,698
654,936
653,497
Other financial liabilities

2,239
6,766
101,319
Other liabilities

116,400
351,802
144,441
Liabilities related to assets held for sale

5,833
17,629
17,628
Total current liabilities

5,384,201
16,272,941
17,443,607

Long-term liabilities

Loans and borrowings

15,894,510
48,038,772
48,649,718
Trade and other payables

755
2,283
6
Labor and pension plan obligations

882,522
2,667,290
2,459,849
Deferred tax liabilities

1,264,483
3,821,709
3,303,004
Accrued liabilities and provisions

1,821,944
5,506,552
5,423,850
Other liabilities

142,932
431,992
484,148
Total long-term liabilities

20,007,146
60,468,598
60,320,575

Total liabilities

25,391,347
76,741,539
77,764,182

Shareholders' equity

14,891,389
45,006,990
45,231,768

Total liabilities and shareholders' equity

40,282,737
121,748,529
122,995,950

(1) Amounts stated in U.S. dollars have been translated for the convenience of the reader at the rate of Ps$3,022.35 to US$1.00, which was the
Representative Market Rate at March 31, 2016, as reported and certified by the Superintendency of Finance.
(2) Our balance sheet as of December 31, 2015 is presented herein under Colombian IFRS and differs from our December 31, 2015 balance sheet included
in the 2015 Annual Report, which was presented under IFRS. For a description of the differences between Colombian IFRS and IFRS as it applies to
our consolidated financial statements for the years ended December 31, 2015 and 2014, see "Financial Review--Summary of Differences between
Internal Reporting (Colombian IFRS and IFRS)" in the 2015 Annual Report.

S-8

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INCOME STATEMENT

(Colombian IFRS, consolidated, unaudited)

For the three-month period ended March 31,

2016(1)

2016

2015

(US$ in

thousands)

(Pesos in millions)

Revenue

Domestic sales

1,995,661
6,031,587
5,826,768
Foreign sales

1,473,362
4,453,016
6,474,087
Total revenues

3,469,023
10,484,603
12,300,855
Cost of sales

2,463,767
7,446,366
8,554,637
Gross profit

1,005,257
3,038,237
3,746,218
Operating expenses

Administration

267,958
809,863
819,030
Operating and projects

209,676
633,715
604,953
Other operating income and expenses, net

(1,482)
(4,479)
(35,613)
Operating income

529,104
1,599,138
2,357,848
Finance result, net

Financial income

38,465
116,255
205,814
Financial expenses

(290,086)
(876,740)
(561,236)
Foreign exchange (loss) gain, net

206,664
624,612
(1,174,852)
Finance result, net

(44,956)
(135,873)
(1,530,274)
Share of profit of associates and joint ventures

(9,072)
(27,418)
744
Income before income tax

475,076
1,435,847
828,318
Income tax

(272,949)
(824,947)
(472,376)
Net income for the period

202,127
610,900
355,942

(1) Amounts stated in U.S. dollars have been translated for the convenience of the reader at the rate of Ps$3,022.35 to US$1.00, which was the
Representative Market Rate at March 31, 2016, 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-month
For the year ended

period ended March 31,

December 31,

2016

2015

2015

2014

Refining

Capacity(1)

405.000
335.000
420,000
335,000
Throughput(1)

315.761
227.632
234,861
240,484
Capacity utilization rate

78%
68%
56%
72%

Proved reserves*

Crude oil(2)

NA
NA
1,239
1,465
Natural gas(3)

NA
NA
3,479
3,529
Total oil and natural gas proved reserves(4)

NA
NA
1,849
2,084

Production(5)

Oil

601
636
627
620
Gas

136
137
134
136
Total Production

737
773
761
755

Employees

10,555
11,048
10,765
11,076

(1) In thousands of barrels per day (bpd) at December 31 or March 31, as the case may be. See "Business Overview--Refining and Petrochemicals--
Refining" in the 2015 Annual Report.
(2) In millions of barrels at December 31 or March 31, as the case may be. See "Business Overview--Exploration and Production--Reserves" in the 2015
Annual Report.
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