Obligation Ecopetroleum 4.125% ( US279158AK55 ) en USD

Ecopetroleum

99.55 % ⇌

Colombie

US279158AK55 ( en USD )

4.125% par an ( paiement semestriel )

15/01/2025 - Obligation échue

Prospectus brochure de l'obligation Ecopetrol US279158AK55 en USD 4.125%, échue

279158AK5

BB+ ( Spéculatif )

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 Ecopetrol (US279158AK55, CUSIP 279158AK5) émise en Colombie, affichant un prix actuel de marché de 99,63% de sa valeur nominale en USD, offre un taux d'intérêt de 4,125% avec une maturité fixée au 15/01/2025 et des paiements semestriels, bénéficiant d'une notation BB+ de Standard & Poors.

424B2 1 v388831_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)

4.125% Notes due 2025
U.S.$1,200,000,000
99.001% U.S.$1,188,012,000 U.S.$153,015.95
________________
(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.$153,015.95.

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-190198
PROSPECTUS SUPPLEMENT
(To prospectus dated July 26, 2013)

ECOPETROL S.A.

US$1,200,000,000 4.125% Notes due 2025

The 4.125% Notes due 2025 (the "notes") will constitute our general senior, unsecured and unsubordinated obligations and will rank pari
passu, without any preferences among themselves, with all of our other present and future senior, unsecured and unsubordinated obligations that
constitute our External Indebtedness (as defined in the accompanying prospectus). Although we are 88.49% owned by the Republic of Colombia, or
the Nation, the Nation is not liable for our obligations under the notes. The notes will be issued only in registered form in minimum denominations of
US$1,000 and integral multiples of US$1,000 in excess thereof.

The notes will mature on January 16, 2025 and will bear interest at the rate of 4.125% per annum. Interest on the notes will be payable on
January 16 and July 16 of each year, beginning on January 16, 2015. We may redeem any of the notes, in whole or in part, at any time or from time to
time prior to their maturity, at the redemption price set forth in "Description of the Notes--Optional Redemption--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)

99.001% US$ 1,188,012,000
Underwriting discount:

0.300% US$
3,600,000
Proceeds, before expenses, to Ecopetrol:

98.701% US$ 1,184,412,000

(1)
Plus accrued interest, if any, from September 16, 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.
http://www.sec.gov/Archives/edgar/data/1444406/000114420414055330/v388831_424b2.htm[9/11/2014 9:27:13 AM]

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 16, 2014.

Joint Book-Running Managers

Citigroup
J.P. Morgan

The date of this prospectus supplement is September 9, 2014.

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
Incorporation by Reference
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
13
http://www.sec.gov/Archives/edgar/data/1444406/000114420414055330/v388831_424b2.htm[9/11/2014 9:27:13 AM]

Legal Matters
40
Experts
40
Documents On Display
40

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

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

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

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

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

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain both
historical and forward-looking statements. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are not guarantees of future performance and reflect our current expectations concerning future results,
events, objectives, plans and goals and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may
cause our actual results, performance or achievements to differ. These risks, uncertainties and other factors include, among others: 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.

S-ii

http://www.sec.gov/Archives/edgar/data/1444406/000114420414055330/v388831_424b2.htm[9/11/2014 9:27:13 AM]

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, 2014 and 2013, we had unconsolidated total revenue of Ps$30.7 trillion
and Ps$30 trillion, operating income of Ps$8.7 trillion and Ps$10 trillion, net income of Ps$6 trillion and Ps$6.7 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 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, 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, 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. 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.

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 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
http://www.sec.gov/Archives/edgar/data/1444406/000114420414055330/v388831_424b2.htm[9/11/2014 9:27:13 AM]

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

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.

S-2

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
http://www.sec.gov/Archives/edgar/data/1444406/000114420414055330/v388831_424b2.htm[9/11/2014 9:27:13 AM]

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.

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.

S-3

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.
http://www.sec.gov/Archives/edgar/data/1444406/000114420414055330/v388831_424b2.htm[9/11/2014 9:27:13 AM]

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.

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 and "Description of the
Debt Securities" in the accompanying prospectus.

Issuer
Ecopetrol S.A.

The notes
US$1,200,000,000 aggregate principal amount of 4.125% notes due January 16, 2025, or the "notes."

Maturity
January 16, 2025.

Interest
The notes will bear interest from September 16, 2014, the date of original issuance of the notes at the
rate of 4.125% per annum, payable semiannually in arrears on each interest payment date.

Interest Payment Dates
January 16 and July 16 each year, commencing on January 16, 2015.

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

Optional Redemption with "Make-
We may redeem the notes, in whole or in part, at any time or from time to time prior to their maturity,
Whole" Amount
at our option, on at least 30 days' but not more than 60 days' notice, at a redemption price equal to the
greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present
values of each remaining scheduled payment of principal and interest thereon (exclusive of interest
accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25
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".
http://www.sec.gov/Archives/edgar/data/1444406/000114420414055330/v388831_424b2.htm[9/11/2014 9:27:13 AM]

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".

Ranking
The notes will constitute our general senior, unsecured and unsubordinated obligations and will rank
pari passu, without any preferences among themselves, with all of our other present and future senior,
unsecured and unsubordinated obligations that constitute our External Indebtedness (as defined in
"Description of the Debt Securities" in the accompanying prospectus). As of June 30, 2014, our
External Indebtedness amounted to US$6.38 billion, of which all was unsecured debt.

S-5

Use of proceeds
We expect the net proceeds from the sale of the notes will be approximately US$1,184,412,000 (after
giving effect to underwriters' discounts, but before expenses). We intend to use the net proceeds for
general corporate purposes, including capital expenditures.

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

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

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

Trustee
The Bank of New York Mellon.

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

Governing law
New York.

Risk factors
Investing in the notes involves risks. See the "Risk Factors" sections of our 2013 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

http://www.sec.gov/Archives/edgar/data/1444406/000114420414055330/v388831_424b2.htm[9/11/2014 9:27:13 AM]

SUMMARY SELECTED UNCONSOLIDATED FINANCIAL AND OPERATING DATA

The following table sets forth, for the periods and at the dates indicated, our summary unconsolidated historical financial data, which have
been derived from our unaudited unconsolidated interim financial statements, presented in Pesos. The information included below and elsewhere in
this prospectus supplement is not necessarily indicative of our future performance. The tables set forth below are derived from, and should be read
in conjunction with, our unaudited unconsolidated interim financial statements at June 30, 2014 and March 31, 2014 and for the six-month periods
ended June 30, 2014 and 2013 and accompanying notes included in the current report on Form 6-K filed with the SEC on September 9, 2014 and
incorporated by reference in this prospectus supplement. Our unaudited unconsolidated interim financial statements are prepared in accordance
with Colombian Government Entity GAAP. U.S. GAAP does not allow for the presentation of unconsolidated financial statements.

Colombian Government Entity GAAP differs in certain significant respects to U.S. GAAP. For differences in net income and
shareholders' equity regarding consolidated financial statements, see Note 35 to our consolidated financial statements included in our 2013 Annual
Report for a description of the principal differences between Colombian Government Entity GAAP and U.S. GAAP as applied to our annual
audited consolidated financial statements.

We are not legally required in Colombia to provide consolidated financial statements during interim periods. As such, the financial data
included below does not consolidate the assets, liabilities and result of operations of the subsidiaries in which we own more than 50% or over
which we have control. Investments in majority owned and controlled subsidiaries are not consolidated but accounted for under the equity method
during interim periods. Note 4 of our unaudited unconsolidated interim financial statements contains condensed financial information of our
subsidiaries.

BALANCE SHEET

(unconsolidated, unaudited)

As of June 30,
As of March 31,

2014(1)

2014

2014

(US$ in thousands)
(Pesos in millions)

Assets

Current assets

Cash and cash equivalents

2,101,026
3,952,429
4,722,884
Investments

2,078,574
3,910,192
615,537
Accounts and notes receivable, net

3,285,853
6,181,314
6,813,050
Inventories, net

1,346,449
2,532,926
2,602,048
Advances and deposits

3,175,449
5,973,623
8,152,842
Prepaid expenses

50,842
95,644
61,076
Total current assets

12,038,193 22,646,128
22,967,437

Long-term assets

Investments

20,148,930 37,903,965
36,719,227
Accounts and notes receivable, net

862,495
1,622,517
1,599,460
Advances and deposits

201,442
378,950
371,615
Deposits held in trust

171,201
322,061
315,737
Property, plant and equipment, net

9,795,895 18,427,939
20,250,706
Natural and environmental resources, net

11,202,110 21,073,298
17,063,685
Deferred charges

1,032,973
1,943,218
3,081,961
Other assets

1,303,956
2,452,989
2,523,785
Valuations

5,726,632 10,772,882
10,763,357
Long-term assets

50,445,632 94,897,819
92,689,533

Total assets

62,483,825 117,543,947
115,656,970

Liabilities and Shareholders' equity

Current liabilities

Financial Obligations

167,821
315,704
207,877
Accounts payable and related parties

8,781,024 16,518,774
16,832,439
Taxes, contributions and duties payable

2,040,709
3,838,962
8,301,297
Labor and pension plan liabilities

131,461
247,304
203,613
Estimated liabilities and provisions

925,005
1,740,111
1,691,007
Total current liabilities

12,046,021 22,660,855
27,236,233

http://www.sec.gov/Archives/edgar/data/1444406/000114420414055330/v388831_424b2.htm[9/11/2014 9:27:13 AM]

Long-term liabilities

Financial Obligations

8,379,162 15,762,796
12,240,060
Labor and pension liabilities

2,355,351
4,430,862
4,354,346
Estimated liabilities and provisions

2,623,488
4,935,280
4,935,050
Other long-term liabilities

1,261,775
2,373,638
2,422,646
Total long-term liabilities

14,619,776 27,502,576
23,952,102

Total liabilities

26,665,797 50,163,431
51,188,335

Shareholders' equity

35,818,028 67,380,516
64,468,635

Total liabilities and shareholders' equity

62,483,825 117,543,947
115,656,970

(1) Amounts stated in U.S. dollars have been translated for the convenience of the reader at the rate of Ps$1,881.19 to US$1.00, which is
the Representative Market Rate at June 30, 2014, as reported and certified by the Superintendency of Finance.

S-7

INCOME STATEMENT

(unconsolidated, unaudited)

For the six-month period ended June 30,

2014(1)

2014

2013

(US$ in thousands)
(Pesos in millions)

Revenue

Domestic sales

6,555,471 12,332,086 10,270,225
Foreign sales

9,773,712 18,386,210 19,824,291
Total revenue

16,329,183 30,718,296 30,094,516

Cost of sales

10,562,778 19,870,592 18,159,318

Gross margin

5,766,405 10,847,704 11,935,198

Operating expenses

Administration

171,156
321,977
325,111
Operating and projects

963,273
1,812,100
1,557,706

Operating income

4,631,976
8,713,627 10,052,381

Non-operating income (expenses)

Financial income (expenses), net

18,687
35,153
67,238
Pension expenses

(146,407)
(275,420)
(314,908)
Other income (expenses), net

20,861
39,244
190,259
Results from subsidiaries, net

402,744
757,638
433,188

Income before income tax

4,927,861
9,270,242 10,428,158

Income tax provision

1,699,227
3,196,568
3,678,669

Net income for the period

3,228,634
6,073,674
6,749,489

(1)
Amounts stated in U.S. dollars have been translated for the convenience of the reader at the rate of Ps$1,881.19 to US$1.00, which is
http://www.sec.gov/Archives/edgar/data/1444406/000114420414055330/v388831_424b2.htm[9/11/2014 9:27:13 AM]

Document Outline

#1">
- #1">