Obligation Ecopetroleum 7.38% ( US279158AE95 ) en USD

Ecopetroleum

79.288 % ▼

Colombie

US279158AE95 ( en USD )

7.38% par an ( paiement semestriel )

17/09/2043

Prospectus brochure de l'obligation Ecopetrol US279158AE95 en USD 7.38%, échéance 17/09/2043

279158AE9

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

18/09/2025 ( Dans 132 jours )

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 US279158AE95, paye un coupon de 7.38% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/09/2043

L'Obligation émise par Ecopetroleum ( Colombie ) , en USD, avec le code ISIN US279158AE95, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Ecopetroleum ( Colombie ) , en USD, avec le code ISIN US279158AE95, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1444406/000114420413050629...
424B2 1 v354756_424b2.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

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

Registered(1)

Per Unit(1)

Price(1)

Fee(1)

4.250% Notes due 2018
U.S.$
350,000,000
99.559% U.S.$
348,456,500 U.S.$
47,529.47
5.875% Notes due 2023
U.S.$
1,300,000,000
99.033% U.S.$
1,287,429,000 U.S.$
175,605.32
7.375% Notes due 2043
U.S.$
850,000,000
99.474% U.S.$
845,529,000 U.S.$
115,330.15

(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.$338,464.94.

1 of 97
9/13/2013 3:16 PM

http://www.sec.gov/Archives/edgar/data/1444406/000114420413050629...

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

PROSPECTUS SUPPLEMENT
(To prospectus dated July 26, 2013)

ECOPETROL S.A.

U.S.$350,000,000 4.250% Notes due 2018
U.S.$1,300,000,000 5.875% Notes due 2023
U.S.$850,000,000 7.375% Notes due 2043

The 4.250% notes due 2018 (the "2018 notes"), the 5.875% notes due 2023 (the "2023 notes") and the 7.375% notes due 2043 (the "2043 notes") (each a
"series" and collectively 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 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 2018 notes will mature on September 18, 2018 and will bear interest at the rate of 4.250% per annum. Interest on the 2018 notes will be payable on
March 18 and September 18 of each year, beginning on March 18, 2014. The 2023 notes will mature on September 18, 2023 and will bear interest at the rate of 5.875%
per annum. Interest on the 2023 notes will be payable on March 18 and September 18 of each year, beginning on March 18, 2014. The 2043 notes will mature on
September 18, 2043 and will bear interest at the rate of 7.375% per annum. Interest on the 2043 notes will be payable on March 18 and September 18 of each year,
beginning on March 18, 2014. 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 20-F for the fiscal year ended December 31, 2012
(our "2012 Annual Report"), filed on April 29, 2013 with the Securities and Exchange Commission (the "SEC"), and beginning on page S-12 of this prospectus
supplement.

Per Note

Total

Initial price to the public(1) :

2018 notes

99.559% US$
348,456,500
2023 notes

99.033% US$
1,287,429,000
2043 notes

99.474% US$
845,529,000
Underwriting discount:

2018 notes

0.30% US$
1,050,000
2023 notes

0.30% US$
3,900,000
2043 notes

0.30% US$
2,550,000
Proceeds, before expenses, to Ecopetrol:

2018 notes

99.259% US$
347,406,500
2023 notes

98.733% US$
1,283,529,000
2043 notes

99.174% US$
842,979,000
____________
(1) Plus accrued interest, if any, from September 18, 2013, 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.

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 September 18, 2013.
_______________

Joint Book-Running Managers

2 of 97
9/13/2013 3:16 PM

http://www.sec.gov/Archives/edgar/data/1444406/000114420413050629...
BofA Merrill Lynch
Morgan Stanley

The date of this prospectus supplement is September 11, 2013

3 of 97
9/13/2013 3:16 PM

http://www.sec.gov/Archives/edgar/data/1444406/000114420413050629...

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-6
Risk Factors
S-12
Use Of Proceeds
S-15
Ratio of Earnings to Fixed Charges
S-16
Exchange Rates and Controls
S-17
Capitalization
S-18
Description of the Notes
S-19
Taxation
S-32
Underwriting
S-35
Enforcement of Civil Liabilities
S-41
Where You Can Find More Information
S-43
Legal Matters
S-43
Experts
S-43
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
iii
Forward-Looking Statements
iv
The Company
1
Risk Factors
2
Ratio Of Earnings To Fixed Charges
3
Offer Statistics And Expected Timetable
4
Capitalization And Indebtedness
5
Reasons For The Offer And Use Of Proceeds
6
Interests Of Experts And Counsel
7
The Offer And Listing
8
Additional Information
11
Description Of The Securities
13
Legal Matters
40
Experts
40
Documents On Display
40

S-i
4 of 97
9/13/2013 3:16 PM

http://www.sec.gov/Archives/edgar/data/1444406/000114420413050629...

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: 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; changes in international crude oil and natural gas prices; 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 2012 Annual Report, our periodic current reports
on Form 6-K and in the section entitled "Risk Factors" beginning on page S-12 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
5 of 97
9/13/2013 3:16 PM

http://www.sec.gov/Archives/edgar/data/1444406/000114420413050629...

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 six months ended June 30, 2013 and 2012, we had unconsolidated sales of products and services of Ps$30.1 trillion and Ps$30.2
trillion, net operating revenues of Ps$10.1 trillion and Ps$12.1 trillion, net income of Ps$6.7 trillion and Ps$8.0 trillion, respectively. For the years ended
December 31, 2012, 2011 and 2010, we had consolidated sales of products and services of Ps$68.8 trillion, Ps$65.9 trillion, Ps$42.0 trillion, net operating
revenues of Ps$24.2 trillion, Ps$25.8 trillion and Ps$12.7 trillion, and net income of Ps$14.8 trillion, Ps$15.4 trillion and Ps$8.1 trillion, respectively. We are
engaged in a broad range of oil and gas related activities, which cover the following segments of our operations:

·
Exploration and Production--This segment encompasses oil and natural gas exploration, development and production activities in Colombia and
abroad. At December 31, 2012, we were the largest participant in the Colombian hydrocarbons industry with approximately 62% of crude oil
production and approximately 10% of natural gas production. Our exports of crude oil and refined-products in 2012 accounted for 60.2% of
Colombia's total exports of such products, which, in turn, accounted for approximately 31.4% of Colombia's total exports.

·
Refining and Petrochemicals--This segment encompasses oil refining and producing a full range of refined products including gasoline, diesel,
liquefied petroleum gas and heavy fuel oils. 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--This segment encompasses the transportation of crude oil, motor fuels, fuel oil and other refined products, excluding natural gas,
and a mixture of diesel and palm oil, which as of June 2012 occurs mostly through our subsidiary Cenit. We own outright 42.1% of the total crude oil
pipeline shipping capacity and 100% of the total product pipeline shipping capacity in Colombia. When aggregated with the crude oil pipelines in
which we own a minority interest, we have access to 75.9% of the crude oil pipeline shipping capacity in Colombia.

·
Distribution and Marketing--This segment encompasses the marketing and distribution of a full range of refined and feed stock products including
domestic sales of regular and high octane gasoline, diesel fuel, jet fuel, natural gas and petrochemical products, and exports of oil LPG, butane, high
and low octane gasoline, naphtha, jet fuel, natural gas and fuel oil.

·
Natural Gas--This segment encompasses the exploration, development, marketing and sale of natural gas to local distribution companies, power
generators and large industrial customers and exports of natural gas.

S-1
6 of 97
9/13/2013 3:16 PM

http://www.sec.gov/Archives/edgar/data/1444406/000114420413050629...

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.

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 this 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 the 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 in 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.

Strategy

In 2010, we extended the scope of our strategic plan to 2020, which we updated in 2012, and which we refer to as our Strategic Plan. Our Strategic Plan
considers Ecopetrol to be an integrated corporate group, composed of Ecopetrol S.A. and its subsidiaries and affiliates located in Colombia and abroad, focused on
the exploration and development of crude oil, natural gas, petrochemicals and alternative fuels. We intend to develop as a key player and become one of the 30 main
companies in the global oil industry, recognized for our international positioning, innovation and commitment to sustainable development.

Our Strategic Plan provides detailed goals for each one of our business segments. Our main objective is to achieve a daily output of 1 million gross "Clean
Barrels" of oil equivalent per day by 2015 and 1.3 million gross Clean Barrels of oil equivalent per day in 2020, aligned with our principal stakeholders in a
sustainable way in three categories: economic, social and environmental, with an average return on capital employed, or ROCE, of 17%. We use the term "Clean
Barrels" to refer to the production of crude oil barrels without accidents or environmental incidents and in harmony with our stakeholders. We continue approaching
operational excellence as a commitment to work systematically in a healthy, clean and safe manner, maximizing the use of resources, and striving to exceed our
clients' and interest groups' expectations.

Our Strategic Plan contemplates investments of US$84.7 billion for the 2012-2020 period and US$75 billion between 2013 and 2020, to be allocated as
follows:

Upstream: Investments in exploration and production are expected to be US$71 billion which corresponds to 84% of the total investment plan. Our
operations in Colombia are expected to receive approximately 90% of our total investment in this segment. The additional 10% is expected to be allocated to
projects in the Gulf of Mexico and Brazil. Out of the US$71 billion, US$13 billion is expected to be invested in the exploration and development of new reserves.
Furthermore, our implementation of the latest technology to accomplish a better recovery factor requires an investment of US$35 billion, which is expected to result
in 3,400 million boe by 2020. Our development plan is mainly concentrated on certain current fields including: Castilla, Chichimene, Apiay, Casabe, La
Cira-Infantas, Rubiales, Quifa, Putumayo, Arauca and Catatumbo. Incorporation of proved reserves (1P) of crude oil equivalent between 2011-2020 is estimated at
6,200 million gross barrels. The expected ROCE for this segment is 26% by 2020.

S-2
7 of 97
9/13/2013 3:16 PM

http://www.sec.gov/Archives/edgar/data/1444406/000114420413050629...

Midstream and Downstream: We plan to make an investment in refining of US$9 billion for 20132020, which represents 11% of our Strategic Plan, to
complete the modernization of the Cartagena and Barrancabermeja refineries. The ROCE is estimated at 8% for the period 20202025. We expect to invest US$4.5
billion in transportation and logistics in order to complete our network's expansion, mainly through our participation in the Bicentenario Pipeline, the expansion of
the Ocensa Pipeline, increasing the evacuation capacity from the Magdalena Medio crudes and the enlargement of the Pozos Colorados Galán system. The
expected ROCE for this segment is 11% by 2020.

The investments that our Strategic Plan envisions are subject to market analysis, conceptual engineering and financial feasibility. We currently expect to
fund the investments contemplated by our Strategic Plan as follows: 75% from our cash generation from operations, 9% from a primary equity issuance and 16%
from debt. We believe that we should be able to access local and international debt markets if the need arises, although we can make no assurances that these
external sources of financing will be available on terms acceptable to us, if at all. We are also authorized by Law 1118 of 2006 to issue up to 20% of additional
equity, of which we have so far issued 11.51%, leaving us with the ability to issue an additional 8.49%, which could be used as an additional source of funding for
our Strategic Plan. In our Strategic Plan, we have adopted a conservative criteria that does not take into account the high prices on the market and long-term
estimates about the West Texas Intermediate, or WTI, and Brent prices, whereby we used a fixed price of US$80 per barrel for WTI reference and US$90 for Brent
reference. We further assume and expect that the dividend payout ratio will be close to 70% which, compared to other global oil and gas companies, surpasses the
average of between 35-50%. Our Strategic Plan assumes a profitability close to 17% of ROCE by 2020.

We expect to meet the goals of our Strategic Plan together with our joint venture partners with whom we have built long-term relationships. We are also
working on making progress on our Strategic Plan with foreign governmental authorities in countries where we already have operations or where we intend to
develop operations.

In addition, we maintain strategic initiatives with respect to each of our different segments, as outlined below.

EXPLORATION AND PRODUCTION

Become an international player with the capacity to incorporate reserves and increase production of crude oil and natural gas in a sustainable way

We aim to develop a competitive advantage in heavy crudes, increasing our capacity to add reserves and produce oil and gas in a sustainable way. Our
2012 review of our Strategic Plan confirmed our assessment that we believe we have the potential to produce 1.3 gross million boepd by 2020 from our operations
in Colombia and abroad. Furthermore, in the near term we plan to continue to focus on infill drilling and water injection projects and to develop the enhanced oil
recovery technology. In 2012, capital expenditures amounted to Ps$8.2 trillion (approximately US$4.5 billion) in our Exploration and Production segment.

·
National Exploration: We expect to invest in 3D seismic and stratigraphic wells, as well as to explore prospects in other materials, especially in the
heavy crude belt located in the Llanos, Caguan-Putumayo and Piedemonte Llanero regions. We believe there is a likelihood of finding oil and gas in
the Caribbean offshore, especially in the north area. However, we expect offshore exploration in the Caribbean to contribute to production starting
around 2020.
·
International Exploration: We continue to believe that the Gulf of Mexico and Brazil exhibit a high potential for exploration and production growth.
In the Gulf of Mexico, we intend to focus on the following plays: Miocene subsalt, Paleogene and Jurassic. Ecopetrol is also seeking to balance the
risk of its investment portfolio with short-term development projects. In Brazil, our focus is on the Santos and Ecuadorian borders as well as the
presalt cluster.

S-3
8 of 97
9/13/2013 3:16 PM

http://www.sec.gov/Archives/edgar/data/1444406/000114420413050629...

·
Conventional Hydrocarbons: With higher certainty and a better understanding of the risks associated with this segment, production of conventional
hydrocarbons could reach 1.1 gross million boepd by 2020. We have assessed potential improvements in our recovery factor, mainly through the use
of infill drilling and water-injection methodologies which, we believe, have fewer associated risks and better economic results.
·
Unconventional Hydrocarbons: In our 2012 Strategic Plan, we gave more emphasis to the potential presented by unconventional reservoirs, as
defined by the Colombian law, including shale oil, shale gas and tight reservoirs, among others.

REFINING AND PETROCHEMICALS

Produce cleaner and more valuable products, ensuring profitability through synergies and taking advantage of market opportunities by adding greater value to
the refining streams while increasing production of petrochemicals

For 2012, capital expenditures in our Refining and Petrochemical segment were Ps$4.4 trillion (approximately US$2.4 billion).

·
Refining: We seek to be the competitive choice in Colombia for products supply, intending to meet a ROCE of 8% for the period 20202025. We
aim to complete modernization projects at our refineries that encourage value creation and operational excellence with a particular focus on: (1)
ensuring the completion of the projects at Barrancabermeja and Cartagena refineries, (2) developing our reputation as a producer of clean fuels, and
capitalizing and developing market opportunities within the local, regional and international markets, (3) becoming the preferred alternative for raw
material supply within the petrochemical business, (4) growing sustainably and profitably by turning heavy crude oils into our competitive
advantage, maximizing their worth in the chain and optimizing their performance to achieve the expected value of projects, (5) refining margin
maximization by optimizing the integrated performance within the supply chain, and (6) finding opportunities to use raw materials, supplies and
technologies that add value and align with the regulatory framework and business competitive development.
·
Petrochemical: Our strategy will focus on consolidating our current position in the market, and improving the competitiveness and reliability of our
existing infrastructure, identifying feasible options for a cost-efficient operation, maximizing the margin of our petrochemicals through integrated
performance optimization in our supply chain and seeking alternatives that allow us to guarantee the availability and logistics for competitive raw
materials within the petrochemical industry.

TRANSPORTATION AND LOGISTICS

Foster profitable growth and development across the entire value chain

Our strategy for transportation and logistics seeks to turn this sector into a facilitator for the development of the entire value chain, providing solutions,
ensuring the efficiency of crude oil flows and their derivatives for use by our company and for third parties. During 2012, capital expenditures in our Transportation
and Logistics segment amounted to Ps$2.7 trillion (approximately US$1.5 billion). We aim to accomplish: (1) an increase in the total capacity of crude oil
transportation by more than 100%, from 850 thousand to 1.7 million barrels per day, (2) an increase in the total capacity of refining products transportation by 65%,
from 415 thousand to 680 thousand barrels per day, (3) diversification of our risks and investments through strategic alliances with system users and third parties,
(4) development of our customer service for internal and external clients, (5) profitable growth with 11% ROCE by 2020 and (6) leveraging of our competitive
advantage in heavy crude oil.

Create a new transportation subsidiary

In June 2012, we incorporated Cenit as a wholly-owned subsidiary specializing in logistics and transportation of hydrocarbons within Colombia. With the
incorporation of Cenit, we aim to enhance the strategic and logistical framework of Colombia's oil industry in response to the increase in hydrocarbon production
and higher sales of crudes and refined products, both within Colombia and on the international markets. Cenit is expected to operate with an open model in which all
interested parties will have the opportunity to access its transportation infrastructure. In April 2013 we completed the transfer of our hydrocarbon transport and
logistic assets to Cenit for a total amount in 2013 of Ps$12.1 trillion (approximately US$6.3 billion) (fixed assets plus valuation).

S-4
9 of 97
9/13/2013 3:16 PM

http://www.sec.gov/Archives/edgar/data/1444406/000114420413050629...

MARKETING AND SUPPLY

Focus on the importance of the market and clients and define our key products and markets

Our Strategic Plan sets forth guidelines for sales and marketing that cut across our operational areas and emphasizes the importance of defining our markets,
our clients and the need to define key products. Our strategy is focused on supplying the local market and exporting crude oil, refined products, petrochemical
products and natural gas to end-users, including refineries and wholesalers, in order to improve our margins. We also intend to increase our market participation in
crude oil and refined products in Asia and Europe.

Develop and consolidate our portfolio of products through alternative energy

We intend to participate in the Colombian renewable energy market in partnership with local investors, with whom we have undertaken the development of
refineries to process sugar cane and palm oil for biofuels. We plan to produce 450 thousand tons of biofuels by 2020 (including biodiesel from Ecodiesel Colombia
S.A., or Ecodiesel, in which we have a 50% share, and ethanol from Bioenergy S.A.).

S-5
10 of 97
9/13/2013 3:16 PM