Obligation Ecopetroleum 5.875% ( US279158AJ82 ) en USD

Ecopetroleum

77.9 % ▲

Colombie

US279158AJ82 ( en USD )

5.875% par an ( paiement semestriel )

27/05/2045

Prospectus brochure de l'obligation Ecopetrol US279158AJ82 en USD 5.875%, échéance 27/05/2045

279158AJ8

BB ( Spéculatif )

Ba1 ( Spéculatif )

28/11/2025 ( Dans 24 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 US279158AJ82, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/05/2045

L'Obligation émise par Ecopetroleum ( Colombie ) , en USD, avec le code ISIN US279158AJ82, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Ecopetroleum ( Colombie ) , en USD, avec le code ISIN US279158AJ82, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 v379370_424b2.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

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

Registered(1)
Per Unit(1)

Price(1)

Fee(1)

5.875% Notes due 2045
US$ 2,000,000,000 99.336% US$ 1,986,720,000 US$ $255,889.54

________________
(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.$ 255,889.54.

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

PROSPECTUS SUPPLEMENT
(To prospectus dated July 26, 2013)

ECOPETROL S.A.

US$2,000,000,000 5.875% Notes due 2045

The 5.875% Notes due 2045 (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 notes will mature on May 28, 2045 and will bear interest at the rate of 5.875% per annum. Interest on the notes will be
payable on May 28 and November 28 of each year, beginning on November 28, 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, 2013 (our "2013 Annual Report"), filed on April 25, 2014 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)

99.336% US$1,986,720,000
Underwriting discount:

0.30% US$
6,000,000
Proceeds, before expenses, to Ecopetrol:

99.036% US$1,980,720,000

(1) Plus accrued interest, if any, from May 28, 2014, 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 May 28, 2014.

Joint Book-Running Managers

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Deutsche Bank Securities
Goldman, Sachs & Co.

The date of this prospectus supplement is May 20, 2014.

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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
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-17
Taxation
S-29
Underwriting
S-32
Enforcement of Civil Liabilities
S-38
Where You Can Find More Information
S-40
Legal Matters
S-40
Experts
S-40
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
14
Legal Matters
41
Experts
41
Documents On Display
41

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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 2013 Annual Report, our periodic current reports on Form 6-K 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.

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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, 2014 and 2013, we had unconsolidated
total revenue of Ps$15.7 trillion and Ps$14.8 trillion, operating income of Ps$4.6 trillion and Ps$5.1 trillion, net income of Ps$3.2
trillion and Ps$3.5 trillion, respectively. For the years ended December 31, 2013, 2012 and 2011, we had consolidated total revenue
of Ps$70.4 trillion, Ps$68.8 trillion, Ps$66.0 trillion, operating income of Ps$21.8 trillion, Ps$23.3 trillion and Ps$25.0 trillion, and
net income of Ps$13.1 trillion, Ps$14.8 trillion and Ps$15.5 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 oil and natural gas exploration, development and production activities in
Colombia and abroad. At December 31, 2013, we were the largest participant in the Colombian hydrocarbons industry with
approximately 63.9% of crude oil production and approximately 61.8% of natural gas production. Our exports of crude oil
and refined-products in 2013 accounted for 72.8% of Colombia's total exports of such products, which, in turn, accounted
for approximately 40.2% of Colombia's total exports.

·
Refining and Petrochemicals-- 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-- 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 36% of the total crude oil pipeline shipping capacity and 99% 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 79% of the
crude oil pipeline shipping capacity in Colombia.

·
Distribution and Marketing-- 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-- 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.

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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.

Our Strategic Plan

Our Strategic Plan is tailored toward Ecopetrol's objectives as an integrated corporate group focused on the exploration and
development of crude oil, natural gas, refining and alternative fuels. We intend to be a key market player recognized for our
international positioning, innovation and commitment to sustainable growth.

Our goal is to provide our shareholders with an average return on capital employed, or ROCE, of 17% and to produce
Clean Barrels while staying committed to economic, social and environmental sustainability. 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 to pursue operational excellence through our commitment to ensure our operations are clean and safe, all while optimizing
the use of resources and striving to exceed our clients' and interest groups' expectations.

Our Strategic Plan contemplates investments of US$85.6 billion for the period 2012-2020 (US$68.5 billion for the period
2014-2020), to be allocated as follows:

Upstream: Investments in exploration and production are tentatively US$55.7 billion during 2014-2020, which corresponds
to 81% of the total investment plan. Our operations in Colombia are expected to receive approximately 89% of our total investment
in this segment. The additional 11% is expected to be allocated to projects abroad. Our development plan is mainly concentrated on
certain existing fields and areas, including: Castilla, Chichimene, Apiay, Casabe, La Cira-Infantas, Rubiales, Quifa, Putumayo,
Arauca and Catatumbo.

Downstream: In order to modernize the refining segment, we plan to invest approximately US$6.4 billion during the period
2014-2020, which represents 9% of our Strategic Plan.

Midstream: By 2020, we expect to invest US$6.1 billion in pipelines (transportation systems) and logistic facilities in order
to mobilize our crude oil and refined products, mainly through our participation in different projects such as the Bicentenario
Pipeline, the expansion of the Ocensa Pipeline, San Fernando-Monterrey system, and the expansion of the Pozos Colorados Galán
system.
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The breakdown by business segment of our Strategic Plan investments (annually reviewed and approved by the Board of
Directors) is the following:

2012-2020
2014-2020*
Segment
(in millions of U.S. dollars) (in millions of U.S. dollars)

Upstream

66,194
55,704
Downstream

10,528
6,537
Midstream

8,400
6,116
Other

575
222
Total

85,698
68,579

*
2013 Strategic Plan projection. These projections are annually reviewed and approved by the Board of Directors.

The investments that our Strategic Plan envisions are subject to market analysis, conceptual engineering and financial
feasibility. We expect to fund the investments of our Strategic Plan for 2012-2020 as follows: 75% from our operational cash
generation, 9% from a primary equity offering and 16% from debt. We believe that we should be able to access local and
international debt markets if it is required, 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 equity, of which we
have so far issued 11.5%, leaving us with the ability to issue an additional 8.5%, which is to be used as an additional source of
funding for our Strategic Plan. In our Strategic Plan, we have adopted conservative assumptions for our projections, avoiding the use
of high oil prices. In our last review, we used an average price of US$80 per barrel for WTI reference and US$90 for Brent
reference, all in real terms. We expect that the dividend payout ratio will be close to 70%. However, in recent years our dividend
payout ratio has been close to 80%. Our Strategic Plan assumes profitability close to 17% of ROCE by 2020.

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

Upstream

Exploration and Production

Our goal is to 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. Around 95% of our current total production is coming from fields in primary
recovery phases. In the near term, we plan to continue with infill drilling and water injection projects to further develop enhanced oil
recovery projects for certain mature fields.

National Exploration: We expect to keep acquiring more 3D seismic and drilling more stratigraphic wells, as we continue
exploring prospects in the heavy crude oil belt located in the Llanos, Caguan-Putumayo and Piedemonte regions. We are also
performing exploration activities in the Caribbean offshore, since we believe there is a reasonable likelihood of finding oil and gas
in that basin. If successful, we expect the Caribbean offshore exploration to contribute with some production from 2020 onwards.

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 focus on the following plays: Miocene subsalt, Paleogene and Jurassic.
In Brazil, our focus is the Santos and Campos Basins and Equatorial margins as well as the pre-salt plays. We also continue to study
other international plays and opportunities on basins of interest.

Unconventional Hydrocarbons: Since 2012, our Strategic Plan contemplates the potential presented by unconventional
reservoirs, as defined by Colombian law, including shale oil, shale gas and tight reservoirs, among others. Our activities in this
regard are subject to further development of the regulatory framework in Colombia.

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Downstream

Refining and Petrochemicals

The main drivers are to produce cleaner and more valuable products, improving profitability through synergies and taking
advantage of market opportunities by adding greater value to the refining streams.

Refining: We continue to be the sole major refiner in Colombia for medium distillates, gasolines and liquefied petroleum
gases ("LPGs"). We aim to continue with the modernization plans to improve value creation and operational standards. To that end,
we plan to (1) ensure the completion of the modernization of the Cartagena refinery currently in progress, (2) continue to realize the
plan for the modernization of the Barrancabermeja refinery (3) improve our reputation as a producer of clean fuels to develop further
market opportunities within local, regional and international markets, (4) become the preferred provider of raw material supply to the
petrochemical industry, and (5) grow sustainably and profitably by maximizing the value of heavy crude oils in the supply chain and
optimizing their performance to achieve the expected value of projects.

Petrochemical: Our strategy focuses on (1) keeping our current position in the market, and (2) improving the
competitiveness and reliability of our existing infrastructure.

Our Strategic Plan sets out guidelines for sales and marketing that emphasizes the importance of consolidating our markets,
clients and key products. Our strategy considers supplying the local market of liquid fuels, as well as exporting crude oil, some
refined products and natural gas to end-users, including refineries and wholesalers. Our market positioning plans are to strengthen
our sales of crude oil and refined products to sustainable and profitable destinations all around the world.

We also participate in the Colombian renewable energy market in partnership with local investors, with whom we have
undertaken the development of industrial facilities to process sugar cane and palm oil for biofuels.

Midstream

Transportation and Logistics

We seek to turn the Transportation and Logistics sector into a facilitator for the development of the entire value chain for the
country by providing solutions and ensuring the efficiency of crude oil flows and their derivatives for use by our company and third
parties.

By 2020, we aim to accomplish the following main objectives: (1) increase capacity of crude oil transportation in line with
the upstream segment's production goals, (2) significantly increase capacity of refining products transportation, (3) design and
implement profitable projects that can increase the transportation logistic capacity of the country, (4) perform with operational
excellence, and (5) be consumer-oriented.

Cenit

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 charges market rate tariffs to all of its customers, including our other
segments, and has an open model in which all interested parties will have the opportunity to access its transportation infrastructure.

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