Bond Cenovus Energy Corp 4.25% ( US15135UAM18 ) in USD

Cenovus Energy Corp

98.237 % ▼

Canada

US15135UAM18 ( in USD )

4.25% per year ( payment 2 times a year)

14/04/2027

Prospectus brochure of the bond Cenovus Energy Inc US15135UAM18 en USD 4.25%, maturity 14/04/2027

2 000 USD

1 197 009 000 USD

15135UAM1

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/10/2025 ( In 95 days )

Cenovus Energy Inc. is a Canadian integrated oil and natural gas company engaged in exploration, production, upgrading, and marketing of crude oil, natural gas, and natural gas liquids.

Cenovus Energy Inc. (CUSIP: 15135UAM1, ISIN: US15135UAM18) issued a USD 1,197,009,000 bond with a 4.25% coupon rate, maturing on April 14, 2027, currently trading at 98.658%, a minimum purchase of 2000 bonds, paying semi-annually, and rated BBB by S&P and Baa2 by Moody's.

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Table of Contents
File d pursua nt t o
Ge ne ra l I nst ruc t ion I I .L of Form F-1 0
File N um be r 3 3 3 -2 2 0 7 0 0
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
This prospectus supplement, together with the short form base shelf prospectus dated October 10, 2017 (the "prospectus") to which it relates, as amended or supplemented, and
each document incorporated or deemed to be incorporated by reference in the prospectus, constitutes a public offering of these securities only in those jurisdictions where they may
lawfully be offered for sale and therein only by persons permitted to sell such securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or
sale is not permitted.
Information has been incorporated by reference in the prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the
documents incorporated by reference therein may be obtained on request without charge from the Investor Relations department of Cenovus Energy Inc. at 2600, 500 Centre Street
S.E., Calgary, Alberta, Canada T2G 1A6, Telephone: (403) 766-2000, and are also available electronically at www.sedar.com.
PROSPECT U S SU PPLEM EN T
T o a Short Form Ba se She lf Prospe c t us Da t e d Oc t obe r 1 0 , 2 0 1 7

New Issue
November 8, 2017

Ce novus Ene rgy I nc .
Offe r t o e x c ha nge a ll out st a nding 4 .2 5 % N ot e s due 2 0 2 7 issue d on April 7 , 2 0 1 7 for up t o U S$ 1 ,2 0 0 ,0 0 0 ,0 0 0 Aggre ga t e
Princ ipa l Am ount of Re gist e re d 4 .2 5 % N ot e s due 2 0 2 7
a nd
Offe r t o e x c ha nge a ll out st a nding 5 .2 5 % N ot e s due 2 0 3 7 issue d on April 7 , 2 0 1 7 for up t o U S$ 7 0 0 ,0 0 0 ,0 0 0 Aggre ga t e
Princ ipa l Am ount of Re gist e re d 5 .2 5 % N ot e s due 2 0 3 7
a nd
Offe r t o e x c ha nge a ll out st a nding 5 .4 0 % N ot e s due 2 0 4 7 issue d on April 7 , 2 0 1 7 for up t o U S$ 1 ,0 0 0 ,0 0 0 ,0 0 0 Aggre ga t e
Princ ipa l Am ount of Re gist e re d 5 .4 0 % N ot e s due 2 0 4 7
We are offering to exchange (i) US$1,200,000,000 aggregate principal amount of our outstanding unregistered 4.25% Notes due 2027, (the "I nit ia l
2 0 2 7 N ot e s ") for a like aggregate principal amount of new registered 4.25% Notes due 2027 (the "N e w 2 0 2 7 N ot e s "), (ii) US$700,000,000 aggregate principal
amount of our outstanding unregistered 5.25% Notes due 2037 (the "I nit ia l 2 0 3 7 N ot e s ") for a like aggregate principal amount of new registered 5.25% Notes
due 2037 (the "N e w 2 0 3 7 N ot e s ") and (iii) US$1,000,000,000 aggregate principal amount of our outstanding unregistered 5.40% Notes due 2047 (the "I nit ia l
2 0 4 7 N ot e s ") for a like aggregate principal amount of new registered 5.40% Notes due 2047 (the "N e w 2 0 4 7 N ot e s ").
The Initial 2027 Notes, the Initial 2037 Notes and the Initial 2047 Notes were originally issued by us on April 7, 2017 in a transaction that was exempt
from registration under the United States ("U .S. ") Securities Act of 1933, as amended (the "U .S. Se c urit ie s Ac t "), and resold inside the U.S. to qualified
institutional buyers in reliance on Rule 144A and outside the U.S. to non-U.S. persons in reliance on Regulation S. We refer to the Initial 2027 Notes, the Initial 2037
Notes and the Initial 2047 Notes together as the "I nit ia l N ot e s ".
The terms of the New 2027 Notes, the New 2037 Notes and the New 2047 Notes are substantially identical to the terms of the Initial 2027 Notes, the
Initial 2037 Notes and the Initial 2047 Notes, respectively, except that the New 2027 Notes, the New 2037 Notes and the New 2047 Notes will be registered under
the U.S. Securities Act, will not contain transfer restrictions, a legend or provisions relating to any increase in annual interest rate or the special mandatory
redemption (which is no longer applicable), will bear different CUSIP numbers from the Initial Notes and will not entitle their holders to registration rights. The New
2027 Notes, the New 2037 Notes and the New 2047 Notes will evidence the same continuing indebtedness as the Initial 2027 Notes, the Initial 2037 Notes and the
Initial 2047 Notes, respectively. We refer to the New 2027 Notes, the New 2037 Notes and the New 2047 Notes together as the "N e w N ot e s ". We refer to the
Initial Notes and the New Notes together as the "N ot e s ".
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Our offer to exchange the New 2027 Notes for Initial 2027 Notes, the New 2037 Notes for Initial 2037 Notes and the New 2047 Notes for Initial 2047
Notes will commence on November 8, 2017 (the "Com m e nc e m e nt Da t e ") and will be open until 5:00 p.m., New York City time, on December 11, 2017, unless
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we extend the offer. See "Exchange Offer Expiration Date; Extensions; Amendments". Closing of the exchange offer and delivery of the New Notes, in book-entry
only form through The Depository Trust Company, or DTC, is expected to occur on or about December 14, 2017, or such other date as may be agreed upon by us
and The Bank of New York Mellon (the "T rust e e "), but not later than December 22, 2017. DTC or its nominee will hold the New Notes in book-entry only form as
depositary for the participants of DTC. A holder that acquires New Notes in exchange for Initial Notes will receive only a customer confirmation from the registered
dealer (who is a participant) from or through whom such New Notes are acquired. Except as otherwise stated herein, holders of New Notes will not be entitled to
receive physical certificates representing their ownership thereof. See "Book-Entry System".
New Notes of each series will be issued in exchange for an equal principal amount of outstanding Initial Notes of such series accepted in the exchange
offer. The exchange offer is not conditioned upon any minimum principal amount of Initial Notes being tendered for exchange. However, the obligation to accept the
Initial Notes for exchange pursuant to the exchange offer is subject to certain customary conditions set forth herein. See "Exchange Offer Procedures Conditions".
Any broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The letter of transmittal delivered pursuant to the exchange offer for Initial Notes (the "Le t t e r of T ra nsm it t a l")
states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the U.S.
Securities Act. This prospectus supplement and the prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. Under the Registration Rights Agreement dated as of April 7, 2017 (the "Re gist ra t ion Right s Agre e m e nt ") between
us and J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representatives of the initial
purchasers of the Initial Notes (the "I nit ia l Purc ha se rs"), we agreed to make this prospectus supplement and the prospectus available to any such broker-dealer
for use in connection with any resale of such New Notes. See "Exchange Offer Procedures Exchange Offer Registration - Resale of New Notes" and "Plan of
Distribution".
I nve st ing in t he N e w N ot e s involve s c e rt a in risk s t ha t should be c a re fully c onside re d. Se e "Risk Factors" in t his prospe c t us
supple m e nt a s w e ll a s "Risk Factors" in t he prospe c t us.
T he re is no m a rk e t t hrough w hic h t he N e w N ot e s m a y be sold a nd holde rs m a y not be a ble t o re se ll N e w N ot e s e x c ha nge d
for I nit ia l N ot e s unde r t his prospe c t us supple m e nt . T his m a y a ffe c t t he pric ing of t he N e w N ot e s in t he se c onda ry m a rk e t , t he
t ra nspa re nc y a nd a va ila bilit y of t ra ding pric e s, t he liquidit y of t he N e w N ot e s a nd t he e x t e nt of issue r re gula t ion. Se e "Risk Factors
 Risks Related to the Exchange Offer Active trading markets for the New Notes may not develop".
N e it he r t he U .S. Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry
is a c rim ina l offe nc e .
We a re pe rm it t e d, unde r t he m ult ijurisdic t iona l disc losure syst e m a dopt e d by t he U .S. a nd Ca na da , t o pre pa re t his
prospe c t us supple m e nt in a c c orda nc e w it h Ca na dia n disc losure re quire m e nt s, w hic h a re diffe re nt from t hose of t he U .S. We pre pa re
our fina nc ia l st a t e m e nt s in a c c orda nc e w it h I nt e rna t iona l Fina nc ia l Re port ing St a nda rds ("I FRS") a s issue d by t he I nt e rna t iona l
Ac c ount ing St a nda rds Boa rd, w hic h a re ge ne ra lly a c c e pt e d a c c ount ing princ iple s ("GAAP") in Ca na da . Our fina nc ia l st a t e m e nt s,
w hic h a re subje c t t o U .S. a udit ing a nd a udit or inde pe nde nc e st a nda rds, m a y not be c om pa ra ble t o fina nc ia l st a t e m e nt s of
U .S. c om pa nie s.
Ce rt a in da t a re la t ing t o our re se rve s a nd re sourc e s inc orpora t e d by re fe re nc e in t he prospe c t us ha s be e n pre pa re d in
a c c orda nc e w it h Ca na dia n disc losure st a nda rds, w hic h a re not c om pa ra ble in a ll re spe c t s t o U .S. disc losure st a nda rds. Se e "Note
Relating to Reserves and Resources Disclosure" in t he prospe c t us.

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Ow ning t he N e w N ot e s m a y subje c t you t o t a x c onse que nc e s in bot h t he U nit e d St a t e s a nd Ca na da . Y ou should re a d t he
t a x disc ussion c ont a ine d in t his prospe c t us supple m e nt a nd t he prospe c t us. Se e "Certain Canadian Federal Income Tax Considerations"
a nd "Certain U.S. Federal Income Tax Considerations" in t his prospe c t us supple m e nt .
T he e nforc e m e nt by inve st ors of c ivil lia bilit ie s unde r t he U .S. fe de ra l se c urit ie s la w s m a y be a dve rse ly a ffe c t e d be c a use
w e a re orga nize d a nd e x ist unde r t he la w s of Ca na da . M ost of our dire c t ors a nd offic e rs, a nd som e or a ll of t he e x pe rt s na m e d in
t his prospe c t us supple m e nt , a re re side nt s of Ca na da or ot he rw ise re side out side of t he U .S., a nd a subst a nt ia l port ion of t he ir
a sse t s, a s w e ll a s a subst a nt ia l port ion of our a sse t s, a re loc a t e d out side t he U .S. Se e "Enforceability of Civil Liabilities".
N o unde rw rit e r or de a le r ha s be e n involve d in t he pre pa ra t ion of, or ha s pe rform e d a ny re vie w of t he c ont e nt s of, t his
prospe c t us supple m e nt or t he prospe c t us.
Prospe c t ive inve st ors should be a w a re t ha t , during t he pe riod of t he e x c ha nge offe r, t he re gist ra nt or it s a ffilia t e s, dire c t ly
or indire c t ly, m a y bid for or m a k e purc ha se s of t he de bt se c urit ie s t o be dist ribut e d or t o be e x c ha nge d, or c e rt a in re la t e d de bt
se c urit ie s, a s pe rm it t e d by a pplic a ble la w s or re gula t ions of Ca na da , or it s provinc e s or t e rrit orie s.
All dollar amounts in this prospectus supplement and the accompanying prospectus are in Canadian dollars, unless otherwise indicated. See "Exchange
Rate Information".
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Mr. Steven F. Leer, Mr. Richard J. Marcogliese, Mr. Charles M. Rampacek and Ms. Rhonda I. Zygocki are directors of Cenovus Energy Inc. ("Ce novus ")
who reside outside of Canada. Each of these directors has appointed us as their agent for service of process in Canada at 2600, 500 Centre Street S.E., Calgary,
Alberta, Canada T2G 1A6. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides
outside of Canada, even if the party has appointed an agent for service of process.
Our e a rnings c ove ra ge ra t ios for t he t w e lve m ont h pe riod e nde d De c e m be r 3 1 , 2 0 1 6 a re le ss t ha n one -t o -one . Se e "Earnings
Coverage".

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T ABLE OF CON T EN T S

ABOUT THIS PROSPECTUS SUPPLEMENT

S-2
EARNINGS COVERAGE
S-28
EXCHANGE RATE INFORMATION

S-2
DESCRIPTION OF THE NEW NOTES
S-30
NOTE REGARDING FORWARD LOOKING STATEMENTS

S-3
BOOK-ENTRY SYSTEM
S-44
ENFORCEABILITY OF CIVIL LIABILITIES

S-5
USE OF PROCEEDS
S-47
WHERE YOU CAN FIND MORE INFORMATION

S-5
PLAN OF DISTRIBUTION
S-48
DOCUMENTS INCORPORATED BY REFERENCE

S-6
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
S-49
RECENT DEVELOPMENTS

S-8
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-52
SUMMARY OF THE EXCHANGE OFFER

S-9
LEGAL MATTERS
S-55
RISK FACTORS
S-13
EXCHANGE OFFER PROCEDURES
S-17
CONSOLIDATED CAPITALIZATION
S-26
PRIOR SALES
S-27

Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
Unless the context otherwise requires, all references in this prospectus supplement and the prospectus to "Cenovus", "we", "us" and "our" mean Cenovus
Energy Inc. and its consolidated subsidiaries and partnerships.
This document is provided in two parts. The first part is this prospectus supplement, which describes certain terms of the exchange offer and also adds to
and updates certain information contained in the prospectus and the documents incorporated by reference therein. The second part, the prospectus, gives more
general information, some of which may not apply to the exchange offer. Defined terms or abbreviations used in this prospectus supplement that are not defined
herein have the meaning ascribed to them in the prospectus.
This prospectus supplement is deemed to be incorporated by reference into the prospectus solely for the purposes of the exchange offer. Other
documents are also incorporated or deemed to be incorporated by reference into the prospectus. See "Documents Incorporated by Reference" in the prospectus and
this prospectus supplement and "Where You Can Find More Information" in the prospectus.
If the description of the New Notes or any other information varies between this prospectus supplement, the prospectus and the documents incorporated
by reference in the prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained in this prospectus supplement, the prospectus and the information incorporated by reference in the
prospectus. We have not authorized anyone to provide you with different or additional information. We are not making an offer of New Notes in any jurisdiction where
the offer is not permitted by law. You should not assume that the information appearing in this prospectus supplement, the prospectus or any documents incorporated
by reference in the prospectus is accurate as of any date other than the date on the front of those documents, as our business, operating results, financial condition
and prospects may have changed since that date.
In this prospectus supplement, the prospectus and in the documents incorporated by reference in the prospectus, unless otherwise specified or the
context otherwise requires, all dollar amounts are expressed in Canadian dollars, references to "dollars", "CDN$", or "$" are to Canadian dollars and all references to
"US$" are to U.S. dollars. Unless otherwise indicated, all of our financial information included in this prospectus supplement, the prospectus and the documents
incorporated by reference in the prospectus has been prepared in accordance with IFRS, which are generally accepted accounting principles for publicly accountable
enterprises in Canada.
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Information on or connected to our website, even if referred to in a document incorporated by reference herein, does not constitute part of this prospectus
supplement or the prospectus and is not incorporated by reference herein.
EX CH AN GE RAT E I N FORM AT I ON
The following table sets forth: (a) for the periods ended prior to April 1, 2017, the period end noon exchange rate, the average noon exchange rate and
the high and low noon exchange rates of one U.S. dollar in exchange for Canadian dollars as reported by the Bank of Canada; and (b) for the periods ended
subsequent to March 31, 2017, the period end daily average exchange rate and, the daily average exchange rate and the high and low daily exchange rates of one
U.S. dollar in exchange for Canadian dollars as reported by the Bank of Canada.

Year ended December 31
9 months ended

September 30

2 0 1 6
2 0 1 5
2 0 1 4
2 0 1 7

2 0 1 6

High

1.4589
1.3990
1.1643
1.3743

1.4589
Low

1.2544
1.1728
1.0614
1.2128

1.2544
Average

1.3248
1.2787
1.1045
1.3075

1.3218
Period end

1.3427
1.3840
1.1601
1.2480

1.3117
The daily average exchange rate on November 7, 2017, as reported by the Bank of Canada for the conversion of U.S. dollars into Canadian dollars was
US$1.00 equals $1.2785.

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N OT E REGARDI N G FORWARD LOOK I N G ST AT EM EN T S
This prospectus supplement, the prospectus and the documents incorporated by reference therein contain certain forward looking statements and forward
looking information (collectively referred to as "forw a rd look ing inform a t ion ") within the meaning of applicable securities legislation, including the United States
Private Securities Litigation Reform Act of 1995, about our current expectations, estimates and projections about the future, based on certain assumptions made by
us in light of our experience and perception of historical trends. Although we believe that the expectations represented by such forward looking information are
reasonable, there can be no assurance that such expectations will prove to be correct.
This forward looking information is identified by words such as "anticipate", "believe", "expect", "estimate", "plan", "forecast", "future", "target", "position",
"project", "committed", "can be", "pursue", "capacity", "could", "should", "will" "focus", "outlook", "potential", "priority", "may", "strategy", "forward", or similar expressions
and includes suggestions of future outcomes, including statements about: our strategy and related milestones and schedules, including expected timing for oil sands
expansion phases and associated expected production capacities; projections for 2017 and future years and our plans and strategies to realize such projections;
forecast exchange rates and trends; our future opportunities for oil development; forecast operating and financial results, including forecast sales prices, costs and
cash flows; targets for our debt to capitalization and debt to adjusted earnings before interest, taxes, depreciation and amortization ("Adjust e d EBI T DA") ratios;
our ability to satisfy payment obligations as they become due; priorities for our capital investment decisions; planned capital expenditures, including the amount,
timing and financing thereof; expected future production, including the timing, stability or growth thereof; expected reserves; capacities, including for projects,
transportation and refining; our ability to preserve our financial resilience and various plans and strategies with respect thereto; forecast cost savings and
sustainability thereof; our priorities for 2017; future impact of regulatory measures; forecast commodity prices, differentials and trends and expected impact to
Cenovus; potential impacts to Cenovus of various risks, including those related to commodity prices and the Acquisition (as defined herein); the potential
effectiveness of our risk management strategies; new accounting standards, the timing for the adoption thereof by Cenovus, and anticipated impact on the
consolidated balance sheets; expected impacts of the Acquisition; the availability and repayment of our credit facilities; potential asset sales and anticipated use of
sales proceeds; expected impacts of the contingent payment related to the Acquisition; future use and development of technology; our ability to access and
implement all technology necessary to efficiently and effectively operate our assets and achieve expected future cost reductions; and projected growth and projected
shareholder return. Readers are cautioned not to place undue reliance on forward looking information as our actual results may differ materially from those expressed
or implied.
Developing forward looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which
are specific to us and others that apply to the industry generally. The factors or assumptions on which the forward looking information is based include forecast oil
and natural gas prices and other assumptions inherent in our current guidance, available at cenovus.com; our projected capital investment levels, the flexibility of our
capital spending plans and the associated source of funding; the achievement of further cost reductions and sustainability thereof; expected condensate prices;
estimates of quantities of oil, bitumen, natural gas and liquids from properties and other sources not currently classified as proved; future use and development of
technology; our ability to obtain necessary regulatory and partner approvals; the successful and timely implementation of capital projects or stages thereof; our ability
to generate sufficient cash flow to meet our current and future obligations; estimated abandonment and reclamation costs, including associated levies and
regulations; achievement of expected impacts of the Acquisition; successful integration of the Deep Basin Assets (as defined in the prospectus); our ability to obtain
and retain qualified staff and equipment in a timely and cost-efficient manner; our ability to access sufficient capital to pursue our development plans; our ability to
complete asset sales, including with desired transaction metrics and the timelines we expect; forecast crude oil and natural gas prices, forecast inflation and other
assumptions inherent in our current guidance set out below; expected impacts of the contingent payment to ConocoPhillips; alignment of realized Western Canadian
Select ("WCS ") prices and WCS prices used to calculate the contingent payment to ConocoPhillips; our projected capital investment levels, the flexibility of capital
spending plans and the associated sources of funding; sustainability of achieved cost reductions, achievement of further cost reductions and sustainability thereof;
our ability to access and implement all technology necessary to achieve expected future results; our ability to implement capital projects or stages thereof in a
successful and timely manner; and other risks and uncertainties described from time to time in the filings we make with securities regulatory authorities.
The information contained on our website is not incorporated by reference into this prospectus supplement. The reference to our website is intended to be
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an inactive textual reference.

S-3
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The risk factors and uncertainties that could cause our actual results to differ materially, include: possible failure by us to realize the anticipated benefits
of and synergies from the Acquisition; possible failure to access or implement some or all of the technology necessary to efficiently and effectively operate our assets
and achieve expected future results; volatility of and other assumptions regarding commodity prices; the effectiveness of our risk management program, including the
impact of derivative financial instruments, the success of our hedging strategies and the sufficiency of our liquidity position; the accuracy of cost estimates;
commodity prices, currency and interest rates; possible lack of alignment of realized WCS prices and WCS prices used to calculate the contingent payment to
ConocoPhillips; product supply and demand; market competition, including from alternative energy sources; risks inherent in our marketing operations, including credit
risks; exposure to counterparties and partners, including the ability and willingness of such parties to satisfy contractual obligations in a timely manner; risks inherent
in the operation of our crude-by-rail terminal, including health, safety and environmental risks; maintaining desirable ratios of debt (and net debt) to Adjusted EBITDA
as well as debt (and net debt) to capitalization; our ability to access various sources of debt and equity capital, generally, and on terms acceptable to us; our ability
to finance growth and sustaining capital expenditures; changes in credit ratings applicable to us or any of our securities; changes to our dividend plans or strategy,
including the dividend reinvestment plan; accuracy of our reserves, resources, future production and future net revenue estimates; our ability to replace and expand
oil and gas reserves; our ability to maintain our relationship with our partners and to successfully manage and operate our integrated business; reliability of our assets
including in order to meet production targets; potential disruption or unexpected technical difficulties in developing new products and manufacturing processes; the
occurrence of unexpected events such as fires, severe weather conditions, explosions, blow-outs, equipment failures, transportation incidents and other accidents or
similar events; refining and marketing margins; inflationary pressures on operating costs, including labour, natural gas and other energy sources used in oil sands
processes; potential failure of products to achieve or maintain acceptance in the market; risks associated with fossil fuel industry reputation; unexpected cost
increases or technical difficulties in constructing or modifying manufacturing or refining facilities; unexpected difficulties in producing, transporting or refining of crude
oil into petroleum and chemical products; risks associated with technology and its application to our business; risks associated with climate change; the timing and
the costs of well and pipeline construction; our ability to secure adequate and cost-effective product transportation including sufficient pipeline, crude-by-rail, marine
or alternate transportation, including to address any gaps caused by constraints in the pipeline system; availability of, and our ability to attract and retain, critical
talent; possible failure to obtain and retain qualified staff and equipment in a timely and cost-efficient manner; changes in labour relationships; changes in the
regulatory framework in any of the locations in which we operate, including changes to the regulatory approval process and land-use designations, royalty, tax,
environmental, greenhouse gas, carbon, climate change and other laws or regulations, or changes to the interpretation of such laws and regulations, as adopted or
proposed, the impact thereof and the costs associated with compliance; the expected impact and timing of various accounting pronouncements, rule changes and
standards on our business, our financial results and our consolidated financial statements; changes in general economic, market and business conditions; the political
and economic conditions in the countries in which we operate or supply; the occurrence of unexpected events such as war, terrorist threats and the instability
resulting therefrom; and risks associated with existing and potential future lawsuits and regulatory actions against us.
Statements relating to "reserves" and "resources" are deemed to be forward looking information, as they involve the implied assessment, based on certain
estimates and assumptions, that the reserves and resources described exist in the quantities predicted or estimated, and can be profitably produced in the future.
We caution that the foregoing list of important factors is not exhaustive. Events or circumstances could cause our actual results to differ materially from
those estimated or projected and expressed in, or implied by, the forward looking information. You should carefully consider the matters discussed under "Risk
Factors" in this prospectus supplement and in the prospectus. You should also refer to "Risk Factors" in our AIF (as defined herein), "Risk Management" in our
Annual MD&A (as defined herein) and "Risk Management" in the Interim MD&A (as defined herein), each as incorporated by reference in the prospectus, and to the
risk factors described in other documents incorporated by reference in the prospectus.

S-4
Table of Contents
You should not place undue reliance on the forward-looking information contained in this prospectus supplement, the prospectus or incorporated by
reference in the prospectus, as actual results achieved will vary from such forward-looking information and the variations may be material. We make no
representation that actual results achieved will be the same in whole or in part as those set out in the forward looking information. Furthermore, the forward looking
information contained in this prospectus supplement, the prospectus, or incorporated by reference in the prospectus, is made as of the date of this prospectus
supplement or the prospectus, or as of the date specified in the documents incorporated by reference therein, as the case may be. Except as required by applicable
securities law, we undertake no obligation to update publicly or otherwise revise any forward looking information or the foregoing list of factors affecting those
statements, whether as a result of new information, future events or otherwise or the foregoing lists of factors affecting this information.
This cautionary statement qualifies all forward looking information contained in this prospectus supplement or the prospectus or incorporated by reference
in the prospectus.
EN FORCEABI LI T Y OF CI V I L LI ABI LI T I ES
We are a corporation incorporated under and governed by the Canada Business Corporations Act. Most of our directors and officers, and some or all of
the experts named in this prospectus supplement, the prospectus and the documents incorporated by reference therein, are residents of Canada or otherwise reside
outside of the U.S. and a substantial portion of their assets, and a substantial portion of our assets, are located outside the U.S. We have appointed an agent for
service of process in the U.S., but it may be difficult for holders of our debt securities who reside in the U.S. to effect service within the U.S. upon those directors,
officers and experts who are not residents of the U.S. It may also be difficult for holders of our debt securities who reside in the U.S. to enforce, in the U.S.,
judgments of U.S. courts predicated upon our civil liability and the civil liability of our directors and officers and experts under the U.S. federal securities laws. We
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have been advised by our Canadian counsel, Blake, Cassels & Graydon LLP, that a judgment of a U.S. court predicated solely upon civil liability under U.S. federal
securities laws would probably be enforceable in Canada if the U.S. court in which the judgment was obtained has a basis for jurisdiction in the matter that would be
recognized by a Canadian court for the same purposes. We have also been advised by Blake, Cassels & Graydon LLP, however, that there is a real doubt whether
an action could be brought in Canada in the first instance on the basis of liability predicated solely upon U.S. federal securities laws.
We filed with the SEC, concurrently with our registration statement on Form F-10 of which this prospectus supplement and the prospectus forms a part
(the "re gist ra t ion st a t e m e nt "), an appointment of agent for service of process and undertaking on Form F-X. Under the Form F-X, we appointed CT Corporation
System as our agent for service of process in the U.S. in connection with any investigation or administrative proceeding conducted by the SEC and any civil suit or
action brought against or involving us in a U.S. court arising out of or related to or concerning the offering of the New Notes under this prospectus supplement and
the prospectus.
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
We have filed with the SEC, under the U.S. Securities Act, a registration statement on Form F-10 relating to the offering of the New Notes. This
prospectus supplement does not contain all of the information contained in the registration statement, certain items of which are contained in the exhibits to the
registration statement as permitted by the rules and regulations of the SEC. Statements included in this prospectus supplement, the prospectus or the documents
incorporated by reference therein about the contents of any contract, agreement or other document referred to are not necessarily complete, and in each instance,
prospective investors should refer to the exhibits for a complete description of the matter involved. Each such statement is qualified in its entirety by such reference.

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We file annual and quarterly financial information, material change reports, business acquisition reports and other material with the various securities
commissions or similar authorities in each of the provinces and territories of Canada. We are subject to the informational requirements of the U.S. Securities
Exchange Act of 1934, as amended (the "U .S. Ex c ha nge Ac t ") and, in accordance with the U.S. Exchange Act, we also file reports with and furnish other
information to the SEC. Under the multijurisdictional disclosure system adopted by the U.S., documents and other information that we file with the SEC may be
prepared in accordance with the disclosure requirements of Canada, which are different from those of the U.S. Prospective investors may read and download any
public document that we have filed with the various securities commissions or similar authorities in each of the provinces and territories of Canada on the System for
Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com. Prospective investors may read and obtain copies of any document, for a fee, we have
filed with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Additionally, prospective investors may read and download the
documents we have filed or furnished on the SEC's Electronic Data Gathering and Retrieval ("EDGAR") system web site at www.sec.gov. Unless specifically
incorporated by reference herein, documents filed or furnished by Cenovus on SEDAR or EDGAR are neither incorporated in nor part of this prospectus supplement.
DOCU M EN T S I N CORPORAT ED BY REFEREN CE
This prospectus supplement is deemed to be incorporated by reference in the prospectus solely for the purposes of the offering of New Notes. Other
documents are also incorporated or deemed to be incorporated by reference in the prospectus and reference should be made to the prospectus for full particulars.
See "Where You Can Find More Information" in the prospectus.
As of the date hereof, the following documents filed with, or furnished to, the securities commissions or similar authorities in each of the provinces and
territories of Canada and with the SEC are specifically incorporated by reference in and form an integral part of the prospectus, as supplemented by this prospectus
supplement:

(a)
our audited annual consolidated financial statements and auditor's report thereon as at and for the year ended December 31, 2016;

(b)
our management's discussion and analysis for the year ended December 31, 2016 (the "Annua l M D& A ");

(c)
our unaudited interim condensed consolidated financial statements as at and for the three and nine months ended September 30, 2017;

(d)
our management's discussion and analysis for the three and nine months ended September 30, 2017 (the "I nt e rim M D& A ");

(e)
our annual information form dated February 15, 2017 (the "AI F ");

(f)
our management information circular dated March 3, 2017 in connection with an annual meeting of shareholders held on April 26, 2017;

(g)
our statement of contingent and prospective resources dated February 15, 2017;

(h)
our material change report dated April 5, 2017 relating to the announcement of our acquisition of certain properties from ConocoPhillips (the

"Ac quisit ion") and matters related thereto;

(i)
our material change report dated June 29, 2017 relating to the announcement of the pending retirement of Brian Ferguson as our President

and Chief Executive Officer;

(j)
our business acquisition report dated July 19, 2017 relating to the Acquisition (the "BAR"); and
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(k)
our material change report dated November 6, 2017 relating to the announcement of the appointment of Alex Pourbaix as our President and

Chief Executive Officer.

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Any documents of the type required by National Instrument 44-101 Short Form Prospectus Distributions to be incorporated by reference in the
prospectus, including any annual information form, audited annual consolidated financial statements (together with the auditor's report thereon), information circular,
unaudited interim consolidated financial statements, management's discussion and analysis, material change reports (excluding confidential material change reports)
or business acquisition reports filed by us with securities commissions or similar authorities in the relevant provinces and territories of Canada subsequent to the date
of this prospectus supplement and prior to the completion or termination of the exchange offer shall be deemed to be incorporated by reference in the prospectus.
These documents will be available through the internet on SEDAR. In addition, any similar documents filed by us with the SEC in our periodic reports on Form 6-K or
annual reports on Form 40-F, and any other documents filed with or furnished to the SEC pursuant to Section 13(a), 13(c) or 15(d) of the U.S. Exchange Act, in each
case after the date of this prospectus supplement and prior to the termination or completion of the exchange offer, shall be deemed to be incorporated by reference
in the registration statement relating to the New Notes, if and to the extent expressly provided in such reports. Further, prior to the termination or completion of the
exchange offer and to the extent that any document or information incorporated by reference into the prospectus is included in a report that is filed with or furnished
to the SEC on Form 40-F, 20-F, 10-K, 10-Q, 8-K or 6-K (or any respective successor form), such document or information shall also be deemed to be incorporated
by reference as an exhibit to the registration statement of which the prospectus forms a part.
Any st a t e m e nt c ont a ine d in t he prospe c t us, in t his prospe c t us supple m e nt or in a doc um e nt (or pa rt t he re of) inc orpora t e d
by re fe re nc e , or de e m e d t o be inc orpora t e d by re fe re nc e in t he prospe c t us sha ll be de e m e d t o be m odifie d or supe rse de d for t he
purpose s of t his prospe c t us supple m e nt a nd t he prospe c t us t o t he e x t e nt t ha t a st a t e m e nt c ont a ine d he re in or in a ny subse que nt ly
file d doc um e nt (or pa rt t he re of) t ha t a lso is, or is de e m e d t o be , inc orpora t e d by re fe re nc e in t he prospe c t us m odifie s or
supe rc e de s suc h st a t e m e nt . Any st a t e m e nt so m odifie d or supe rse de d sha ll not be de e m e d, e x c e pt a s so m odifie d or supe rse de d, t o
c onst it ut e pa rt of t his prospe c t us supple m e nt or t he prospe c t us. T he m odifying or supe rse ding st a t e m e nt ne e d not st a t e t ha t it ha s
m odifie d or supe rse de d a prior st a t e m e nt or inc lude a ny ot he r inform a t ion se t fort h in t he doc um e nt w hic h it m odifie s or
supe rse de s. T he m a k ing of a m odifying or supe rse ding st a t e m e nt sha ll not be de e m e d a n a dm ission for a ny purpose s t ha t t he
m odifie d or supe rse de d st a t e m e nt , w he n m a de , c onst it ut e d a m isre pre se nt a t ion, a n unt rue st a t e m e nt of a m a t e ria l fa c t or a n
om ission t o st a t e a m a t e ria l fa c t t ha t is re quire d t o be st a t e d or t ha t is ne c e ssa ry t o m a k e a st a t e m e nt not m isle a ding in light of
t he c irc um st a nc e s in w hic h it w a s m a de .

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RECEN T DEV ELOPM EN T S
On October 19, 2017, we announced that we entered into a definitive agreement to sell our Palliser crude oil and natural gas assets in southeastern
Alberta (the "Pa llise r Asse t s") for gross cash proceeds of $1.3 billion. The sale of our Palliser Assets is expected to close in the fourth quarter, subject to
customary closing conditions. Net proceeds from the sale of the Palliser Assets will be applied against the asset sale bridge credit facility (the "Bridge Fa c ilit y")
put in place to help fund the Acquisition.
On October 30, 2017, we announced the appointment of Alex Pourbaix as President & Chief Executive Officer and as a member of the Board of
Directors. Mr. Pourbaix started the role on November 6, 2017. Mr. Pourbaix replaced Brian Ferguson, who retired as an officer and director after 33 years with
Cenovus and its predecessor companies.

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SU M M ARY OF T H E EX CH AN GE OFFER
The following information is a summary only and is to be read in conjunction with, and is qualified in its entirety by, the more detailed information
appearing elsewhere in this prospectus supplement, the prospectus and in the documents incorporated by reference in the prospectus. See "Description of the
New Notes".

I ssue r:
Cenovus Energy Inc.

Ex c ha nge Offe r:
We will exchange your Initial 2027 Notes for a like aggregate principal amount of New 2027 Notes,
your Initial 2037 Notes for a like aggregate principal amount of New 2037 Notes and your Initial
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2047 Notes for a like aggregate principal amount of New 2047 Notes.

N ot e s Offe re d:
US$1,200,000,000 aggregate principal amount of 4.25% notes due 2027

US$700,000,000 aggregate principal amount of 5.25% notes due 2037

US$1,000,000,000 aggregate principal amount of 5.40% notes due 2047

I nt e re st Pa ym e nt Da t e s:
New 2027 Notes: payable semi-annually in arrears on April 15 and October 15 of each year, with
the first interest payment date on April 15, 2018.

New 2037 Notes: payable semi-annually in arrears on June 15 and December 15 of each year,

with the first interest payment date on December 15, 2017 (unless we extend the exchange offer,
in which case, the first interest payment date shall be on June 15, 2018).

New 2047 Notes: payable semi-annually in arrears on June 15 and December 15 of each year,

with the first interest payment date on December 15, 2017 (unless we extend the exchange offer,
in which case, the first interest payment date shall be on June 15, 2018).

Unless we extend the exchange offer, the interest payable in respect of the New 2037 Notes and

the New 2047 Notes on the first interest payment date of December 15, 2017 will be paid to the
holders of record of the Initial 2037 Notes and the Initial 2047 Notes as of December 1, 2017.

Sum m a ry of T e rm s of t he N e w N ot e s:
The terms of the New Notes of each series are substantially identical to the terms of the Initial
Notes of such series except that the New Notes:

(a)
will be registered under the U.S. Securities Act, and therefore will not contain

restrictions on transfer;

(b)
will not contain provisions relating to any increase in annual interest rate or the special

mandatory redemption (which is no longer applicable);

(c)
will bear different CUSIP numbers from the Initial Notes of the respective series; and

(d)
will not entitle their holders to registration rights.

Purpose of t he Ex c ha nge Offe r a nd Re sa le of
Based on interpretations of the staff of the SEC set forth in no-action letters issued to third parties,
N e w N ot e s:
subject to the additional requirements below applicable to certain broker-dealers, we believe you
may offer the New Notes for resale, resell and otherwise transfer the New Notes without
compliance with the registration or prospectus delivery provisions of the U.S. Securities Act if you:

(a)
are not our affiliate, under Rule 405 of the U.S. Securities Act;

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(b)
are acquiring such New Notes in the ordinary course of your business; and

(c)
are not participating, do not intend to participate and have no arrangement or

understanding with any person to participate in the distribution of such New Notes
issued to you.

If you are a broker-dealer that receives New Notes for your own account in exchange for Initial
Notes where such Initial Notes were not acquired by you directly from us or any of our affiliates, you
must acknowledge that you will deliver a prospectus meeting the requirements of the U.S.
Securities Act in connection with any resale of such New Notes. Under the Registration Rights

Agreement, we agreed to make this prospectus supplement and the prospectus or, at our option,
another registration statement available for use in connection with any resale of New Notes to any
broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such
Initial Notes were not acquired by it directly from us or any of our affiliates.

If you are a broker-dealer that acquired Initial Notes directly from us or any of our affiliates, you
cannot rely on the foregoing interpretations of the staff of the SEC expressed in the no-action
letters and, in the absence of an exemption from registration under the U.S. Securities Act, you
must comply with the registration and prospectus delivery requirements of the U.S. Securities Act in

connection with any resale of the New Notes. Cenovus has not entered into any arrangement or
understanding with any person who will receive New Notes in the exchange offer to distribute those
securities following completion of the exchange offer. Cenovus is not aware of any person that will
participate in the exchange offer with a view to distribute the New Notes. See "Exchange Offer
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Procedures Exchange Offer Registration - Resale of New Notes" and "Plan of Distribution".

You should read the discussion under the heading "Exchange Offer Procedures" for further

information regarding the exchange offer and resale of the New Notes.

Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes,
where such Initial Notes were acquired by such broker-dealer as a result of market-making

activities or other trading activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."

Re gist ra t ion Right s Agre e m e nt :
We have undertaken this exchange offer pursuant to the terms of the Registration Rights
Agreement. See "Exchange Offer Procedures".

Conse que nc e s of Fa ilure t o Ex c ha nge I nit ia l
You will continue to hold Initial Notes that remain subject to their existing transfer restrictions if:
N ot e s:

(a)
you do not tender your Initial Notes; or

(b)
you tender your Initial Notes and they are not accepted for exchange.

Subject to certain limited exceptions, we will have no obligation to register the Initial Notes after we
consummate the exchange offer. See "Exchange Offer Procedures Consequences of Failure to

Exchange," "Exchange Offer Procedures Terms of the Exchange Offer" and "Exchange Offer
Procedures Procedures for Tendering".

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Ex pira t ion Da t e :
The "expiration date" for the exchange offer is 5:00 p.m., New York City time, on December 11,
2017, unless we extend it, in which case "expiration date" means the latest date and time to which
the exchange offer is extended. See "Exchange Offer Procedures Expiration Date; Extensions;
Amendments".

I nt e re st on t he N e w N ot e s:
The New 2027 Notes will accrue interest at a rate of 4.25% per annum initially from the last
interest payment date on which interest has been paid on the Initial 2027 Notes surrendered in
exchange therefor, and thereafter from the last interest payment date on which interest has been
paid on the New 2027 Notes. No additional interest will be paid on the Initial 2027 Notes tendered
and accepted for exchange.

The New 2037 Notes will accrue interest at a rate of 5.25% per annum initially from the Issue Date
or from the last interest payment date on which interest was paid on the Initial 2037 Notes

surrendered in exchange therefor, and thereafter from the last interest payment date on which
interest has been paid on the New 2037 Notes. No additional interest will be paid on the Initial
2037 Notes tendered and accepted for exchange.

The New 2047 Notes will accrue interest at a rate of 5.40% per annum initially from the Issue Date
or from the last interest payment date on which interest was paid on the Initial 2047 Notes

surrendered in exchange therefor, and thereafter from the last interest payment date on which
interest has been paid on the New 2047 Notes. No additional interest will be paid on the Initial
2047 Notes tendered and accepted for exchange.

Condit ions t o t he Ex c ha nge Offe r:
The exchange offer is subject to certain customary conditions, which we may waive. See
"Exchange Offer Procedures Conditions".

Proc e dure s for T e nde ring I nit ia l N ot e s:
If you wish to accept the exchange offer, you must submit the required documentation and effect a
tender of your Initial Notes pursuant to the procedures for book-entry transfer (or other applicable
procedures), all in accordance with the instructions described in this prospectus supplement and in
the relevant Letter of Transmittal. See "Exchange Offer Procedures Procedures for Tendering"
and "Exchange Offer Procedures Guaranteed Delivery Procedures".

Gua ra nt e e d De live ry Proc e dure s:
If you wish to tender your Initial Notes, but cannot properly do so prior to the expiration date, you
may tender your Initial Notes in accordance with the guaranteed delivery procedures described in
"Exchange Offer Procedures Guaranteed Delivery Procedures".

Wit hdra w a l Right s:
Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on
the expiration date. To withdraw a tender of Initial Notes, a written or facsimile transmission notice
of withdrawal must be received by the exchange agent at its address set forth in the Letter of
Transmittal, prior to 5:00 p.m., New York City time, on the expiration date. See "Exchange Offer
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Procedures Withdrawal of Tenders".

Ac c e pt a nc e of I nit ia l N ot e s a nd De live ry of N e w Subject to certain conditions, any and all Initial Notes that are validly tendered in the exchange
N ot e s:
offer prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange.
Closing of the exchange offer and delivery of the New Notes, in book-entry only form through DTC,
is expected to occur on or about December 14, 2017, or such other date as may be agreed upon
by us and the Trustee, but not later than December 22, 2017. See "Exchange Offer Procedures 
Terms of the Exchange Offer".

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U se of Proc e e ds:
We will not receive any proceeds from the exchange offer.

Ex c ha nge Age nt :
The Bank of New York Mellon is serving as the exchange agent.

Ra nk ing:
The New Notes will be our direct, unsecured and unsubordinated obligations and will rank equally
and rateably with all of our existing and future unsecured and unsubordinated indebtedness. The
notes will be structurally subordinate to all existing and future indebtedness and liabilities of any of
our subsidiaries and partnerships. A substantial portion of our operations are conducted through
subsidiaries and partnerships. See "Description of the New Notes Ranking".

Opt iona l a nd T a x Re de m pt ion:
We may redeem each series of the New Notes, in whole or in part, at our option at any time or
from time to time at the applicable redemption prices described in this prospectus supplement. See
"Description of the New Notes Optional Redemption". We may also redeem, in whole and not in
part, any series of the New Notes, at the redemption price described in this prospectus supplement
at any time in the event certain changes affecting Canadian or other applicable withholding taxes
occur. See "Description of the New Notes Tax Redemption"

Addit iona l Am ount s:
Any payments made by us under or with respect to any series of the New Notes will be made free
and clear of and without withholding or deduction for Canadian taxes unless required to be
withheld or deducted by law or by the interpretation or administration thereof. If we are so required
to withhold or deduct for Canadian taxes with respect to a payment on, or in respect of, any series
of the New Notes, subject to certain limitations, we will pay, as additional interest, the additional
amount necessary so that the net amount received by the holders of such notes after such
withholding or deduction is not less than the amount that such holders would have received in the
absence of the withholding or deduction. See "Description of the New Notes Payment of
Additional Amounts".

T a x Conside ra t ions:
You should be aware that the acquisition, ownership and disposition of the New Notes may have
tax consequences both in Canada and the U.S. See "Certain Canadian Federal Income Tax
Considerations" and "Certain U.S. Federal Income Tax Considerations".

Form a nd De nom ina t ion:
Each series of the New Notes will be represented by one or more fully registered global notes (the
"Globa l N ot e s ") registered in the name of a nominee of The Depository Trust Company
("DT C "). The New Notes will be issued in denominations of US$2,000 and integral multiples of
US$1,000 in excess thereof. Except as described under "Description of the New Notes 
Certificated Notes" in this prospectus supplement, notes in definitive form will not be issued.

Gove rning La w :
The Indenture (as defined herein) is, and the New Notes are or will be, governed by and construed
in accordance with the laws of the State of New York.

Risk Fa c t ors:
Investing in the New Notes involves certain risks that should be carefully considered. See the "Risk
Factors" section of the prospectus, as well as "Risk Factors" in this prospectus supplement.

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RI SK FACT ORS
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