Obbligazione YPX 8.5% ( USP989MJBP50 ) in USD

YPX

99.75 USD ▼

Argentina

USP989MJBP50 ( in USD )

8.5% per anno ( pagato 2 volte l'anno)

27/06/2029

Prospetto opuscolo dell'obbligazione YPF USP989MJBP50 en USD 8.5%, scadenza 27/06/2029

10 000 USD

500 000 000 USD

P989MJBP5

B- ( Highly speculative )

B2 ( Highly speculative )

27/12/2025 ( In 49 giorni )

YPF è la principale compagnia petrolifera e gasifera dell'Argentina, operante in esplorazione, produzione, raffinazione e commercializzazione di idrocarburi.

L'obbligazione YPF (ISIN: USP989MJBP50, CUSIP: P989MJBP5) con scadenza 27/06/2029, emessa in Argentina per un totale di 500.000.000 USD, quota minima di 10.000 USD, offre un rendimento del 8,5% e attualmente viene scambiata al 102,5% del valore nominale, con pagamenti semestrali, ed è valutata B- da S&P e Caa1 da Moody's.

Offering Memorandum

U.S.$500,000,000

YPF Sociedad Anónima
(incorporated in the Republic of Argentina)
Legal Entity Identifier (LEI): 5493003N7447U18U5U53
8.500% Senior Notes due 2029
We are offering U.S.$500,000,000 aggregate principal amount of our 8.500% senior notes due 2029 (the "notes"). The notes will mature on
June 27, 2029. Interest on the notes offered hereby will accrue from June 27, 2019 and will be payable semi-annually in arrears on June 27 and December
27 of each year, beginning on December 27, 2019.
On and after March 27, 2029, we may at our option, redeem the notes, in whole, or in part, at a price equal to 100% of the principal amount
plus accrued and unpaid interest, if any, to the date of redemption. At any time prior to March 27, 2029, we may at our option, redeem the notes, in whole,
or in part, at a price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption, plus the Applicable
Redemption Premium (as defined below). If we undergo a change of control, we may be required to make an offer to purchase the notes. In the event of
certain developments affecting taxation, we may redeem all, but not less than all, of the notes.
The notes offered hereby (i) will rank equally with all of the existing and future unsecured and unsubordinated indebtedness of YPF Sociedad
Anónima and (ii) will be effectively junior to all existing and future secured indebtedness of YPF Sociedad Anónima to the extent of the assets securing
that indebtedness.
Investing in the notes involves risks. See "Risk Factors" beginning on page 23.

Issue Price:98.356% plus accrued interest, if any, from June 27, 2019.
The notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws
and are being offered only: (1) to qualified institutional buyers under Rule 144A under the Securities Act ("Rule 144A") and (2) outside the United States
in compliance with Regulation S under the Securities Act ("Regulation S"). Prospective purchasers that are qualified institutional buyers are hereby
notified that the sellers of the notes may be relying on the exemption from the provisions of section 5 of the Securities Act provided by Rule 144A. For a
description of certain restrictions on transfer, see "Transfer Restrictions."
MIFID II product governance/Professional investors and ECPs only target market Solely for the purposes of the manufacturer's product
approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is eligible
counterparties and professional clients only, each as defined in Directive 2014/65/EU (as may be amended or replaced from time to time, "MiFID II"); and
(ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Securities (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Securities are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of
Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Directive (as defined below). Consequently, no key information document required by Regulation (EU) No
1286/2014 (as may be amended or replaced from time to time, the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation. Notwithstanding the above, if the Issuer subsequently prepares and publishes a key
information document under the PRIIPs Regulation in respect of the Securities, then the prohibition on the offering, sale or otherwise making available the
Securities to a retail investor as described above shall no longer apply..
The notes will constitute obligaciones negociables simples no convertibles en acciones under the Argentine Negotiable Obligations Law No.
23,576, as amended by Argentine Law No. 23,962 (the "Negotiable Obligations Law"), will rank pari passu in right of payment with all of our unsecured
and unsubordinated indebtedness, except as otherwise provided by law, will be issued and placed in accordance with such law, Capital Markets' Law No.
26,831 (the "Argentine Capital Markets Law"), Decree No. 1023/2013 implementing the Argentine Capital Markets Law, as amended and supplemented
the General Resolution No. 622/2013, as amended and supplemented (the "CNV Rules"), issued by the Argentine Securities Commission (the Comisión
Nacional de Valores, or "CNV") and any other applicable law and/or regulation, and will be entitled to the benefits set forth therein and subject to the
procedural requirements established therein and in Law No. 26,831 and the applicable resolutions of the CNV.
The notes will be offered in Argentina by means of an Argentine pricing supplement in the Spanish language, in accordance with CNV Rules
containing substantially the same information as this offering memorandum, other than with respect to the description of U.S. securities and tax laws that
are relevant to the notes, but in a different format, under the Frequent Issuer Regime No. 4 approved by the CNV through the RESFC-2018-19961-APN-
DIR#CNV dated December 28, 2018, and Disposition from the CNV DI-2019-30-APN-GE#CNV dated April 19, 2019, in an aggregate principal amount
at any time outstanding not to exceed U.S.$1,000,000,000 or the equivalent amount in other currencies (the "Frequent Issuer Regime"). The CNV
authorization means only that the information requirements of the CNV have been satisfied. The CNV has not rendered any opinion in respect of the
accuracy of the information contained in the Argentine pricing supplement or this offering memorandum.
The public offer of the notes described in this Offering Memorandum is included in the authorization granted by the CNV to the
Company to act under the Frequent Issuer Regime, in accordance with Section VIII, Chapter V, Title II of the Rules of the CNV. Neither the
Offering Memorandum nor the Argentine pricing supplement have been previously reviewed or approved by the CNV.
41899.00004

There is currently no public market for the notes. We have applied to have the notes listed on the Official List of the Luxembourg Stock
Exchange and admitted for trading on the Euro MTF Market of such exchange. We have applied to have the notes listed on the Mercado Abierto
Electrónico) (the "MAE").
The initial purchasers expect to deliver the notes offered hereby to purchasers in book-entry form through the facilities of The Depository Trust
Company ("DTC") and its direct and indirect participants, including the Euroclear System ("Euroclear") and Clearstream Banking société anonyme
("Clearstream") on or about June 27, 2019.
This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 16,
2019.
_______________________
Joint Book-Runners and Joint Lead Managers
Citigroup
HSBC
Itaú BBA
_______________________

The date of this offering memorandum is 14 August 2019.

TABLE OF CONTENTS
________________________________
Page
Enforcement of Judgments ............................................................................................................................................ v
Cautionary Statement Regarding Forward-Looking Statements ..................................................................................vi
Presentation of Financial and Other Information ........................................................................................................ vii
Summary........................................................................................................................................................................ 1
Risk Factors ................................................................................................................................................................. 23
Use of Proceeds ........................................................................................................................................................... 26
Exchange Rates and Foreign Exchange Controls ........................................................................................................ 27
Capitalization ............................................................................................................................................................... 29
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 30
Major Shareholders and Related Party Transactions ................................................................................................... 47
Description of the Notes .............................................................................................................................................. 51
Update of Legal Proceedings ....................................................................................................................................... 70
Update of Regulatory Framework ............................................................................................................................... 71
Book-Entry, Delivery and Form .................................................................................................................................. 72
Taxation ....................................................................................................................................................................... 76
Plan of Distribution ..................................................................................................................................................... 87
Certain ERISA Considerations .................................................................................................................................... 95
Transfer Restrictions .................................................................................................................................................... 97
Where You Can Find More Information ..................................................................................................................... 99
Incorporation by Reference ....................................................................................................................................... 100
Validity of Notes ....................................................................................................................................................... 101
Independent Registered Public Accounting Firm ...................................................................................................... 102

_______________________
We have not, and the initial purchasers have not, authorized anyone to provide you with any other
information, and we and the initial purchasers take no responsibility for any other information that anyone else may
provide you. We are not, and the initial purchasers 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, or incorporated by
reference, in this offering memorandum is accurate as of any date other than the date of this offering memorandum.
_______________________
In this offering memorandum, we use the terms "YPF," the "Company," "we," "our" and "us" to refer to
YPF Sociedad Anónima and its controlled companies; "YPF Sociedad Anónima" and "YPF S.A." refer to YPF
Sociedad Anónima alone.
_______________________

i

This offering memorandum has been prepared by us solely for use in connection with the proposed offering
of the notes. We reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less
than all of the notes offered by this offering memorandum. Citigroup Global Markets Inc., HSBC Securities (USA)
Inc. and Itau BBA USA Securities, Inc. will act as initial purchasers with respect to the offering of the notes offered
hereby. This offering memorandum does not constitute an offer to any other person or to the public in general to
subscribe for or otherwise acquire the notes.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection
with the possession or distribution of this offering memorandum and the purchase, offer or sale of the notes, and
(2) obtain any required consent, approval or permission for the purchase, offer or sale by you of the notes under the
laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make
such purchases, offers or sales, and neither we nor the initial purchasers nor their agents have any responsibility
therefor. See "Transfer Restrictions" for information concerning some of the transfer restrictions applicable to the
notes.
You acknowledge that:
·
you have been afforded an opportunity to request from us, and to review, all additional
information considered by you to be necessary to verify the accuracy of, or to supplement, the
information contained, or incorporated by reference, in this offering memorandum;
·
you have not relied on the initial purchasers or their agents or any person affiliated with the initial
purchasers or their agents in connection with your investigation of the accuracy of such
information or your investment decision; and
·
no person has been authorized to give any information or to make any representation concerning
us or the notes other than those as set forth, or incorporated by reference, in this offering
memorandum. If given or made, any such other information or representation should not be relied
upon as having been authorized by us, the initial purchasers or their agents.
In making an investment decision, you must rely on your own examination of our business and the
terms of this offering, including the merits and risks involved. The notes have not been recommended by any
federal or state securities commission or regulatory authority. Furthermore, these authorities have not
confirmed the accuracy or determined the adequacy of this offering memorandum. Any representation to the
contrary is a criminal offense.
The public offer of the notes described in this Offering Memorandum is included in the authorization
granted by the CNV to the Company to act under the Frequent Issuer Regime, in accordance with Section
VIII, Chapter V, Title II of the Rules of the CNV. Neither the Offering Memorandum nor the Argentine
pricing supplement have been previously reviewed or approved by the CNV.
This offering memorandum may only be used for the purpose for which it has been published. The
initial purchasers are not making any representation or warranty as to the accuracy or completeness of the
information contained, or incorporated by reference, in this offering memorandum, and nothing contained,
or incorporated by reference, in this offering memorandum is, or shall be relied upon as, a promise or
representation, whether as to the past or the future. The initial purchasers have not independently verified
any of such information and assume no responsibility for the accuracy or completeness of the information
contained, or incorporated by reference, in this offering memorandum.
_______________________
See "Risk Factors" for a description of certain factors relating to an investment in the notes, including
information about our business. None of us, the initial purchasers or any of our or their representatives is making
any representation to you regarding the legality of an investment by you under applicable legal investment or similar
laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of a
purchase of the notes.

ii

_______________________

This offering memorandum relates to our U.S.$500,000,000 8.500% Senior Notes due 2029, Series 1,
which are a series of notes to be issued under the Frequent Issuer Regime.
Our Board of Directors approved our application for Frequent Issuer status by resolutions adopted at its
meetings held on June 29, 2018, and March 7, 2019.
The issuance of the notes and the subdelegation of powers for certain of the Company's officers was
approved by our Board of Directors at a meeting held on April 5, 2019.
The public offer of the notes described in this Offering Memorandum is included in the authorization
granted by the CNV to the Company to act under the Frequent Issuer Regime, in accordance with Section VIII,
Chapter V, Title II of the Rules of the CNV. Neither the Offering Memorandum nor the Argentine pricing
supplement have been previously reviewed or approved by the CNV. We are responsible for the information
contained in this prospectus. The information in this prospectus is based on information provided by us and other
sources we believe to be reliable and is, to the best of our knowledge, in accordance with the facts and contains no
omission likely to affect its import.
We are a stock corporation (sociedad anónima) incorporated under the laws of Argentina and the liability
of our shareholders is limited to their subscribed and paid-in capital under Argentine General Corporations Law No.
19,550, as amended (the "Argentine Corporations Law"). Prospective purchasers acknowledge and agree that
neither our shareholders, nor our affiliates or subsidiaries, will be liable for any obligation under the notes.
We have not, and the initial purchasers have not, authorized anyone to provide you with any other
information, and we and the initial purchasers take no responsibility for any other information that anyone else may
provide you. We are not, and the initial purchasers 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 offering
memorandum is accurate as of any date other than the date hereof.
In making your decision whether to invest in the notes, you must rely on your own examination of us and
the terms of the offering, including the merits and risks involved. You should not construe the contents of this
offering memorandum as legal, business, financial or tax advice. You should consult your own advisors as needed to
make your investment decision and to determine whether you are legally permitted to purchase the securities under
applicable legal investment or similar laws or regulations. You should be aware that you may be required to bear the
financial risks of an investment in the notes for an indefinite period of time.
The notes will constitute obligaciones negociables simples no convertibles en acciones under the Argentine
Negotiable Obligations Law No. 23,576, as amended by Argentine Law No. 23,962 (the "Negotiable Obligations
Law"), will be entitled to the benefits set forth therein and subject to the procedural requirements established therein
and in Law No. 26,831 and the applicable CNV resolutions.
The offer of the notes shall be conducted by means of an offering that qualifies as a public offering under
Argentine law and the regulations of the CNV. In order to comply with those regulations, the placement of the notes
in Argentina will be done through a book-building process, in accordance with applicable CNV rules. See "Plan of
DistributionArgentinaBook-Building."
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or
future. The initial purchasers assume no responsibility for the accuracy or completeness of any such information.

iii

The initial purchasers participating in this offering may engage in transactions that stabilize, maintain or
otherwise affect the price of the notes, including over-allotment, stabilizing and short-covering transactions in the
notes, and the imposition of a penalty bid during and after this offering of the notes. Such stabilization, if
commenced, may be discontinued at any time. For a description of these activities, see "Plan of Distribution."
_______________________
Any and all website addresses included in this offering memorandum are included as textual references
only, and the information contained in such websites (or accessed through them) is not incorporated into this
offering memorandum, shall not be regarded as part of such offering memorandum and do not constitute investment
materials.
_______________________
The notes offered hereby will be available initially only in book-entry form in minimum denominations of
U.S.$10,000 and integral multiples of U.S.$1,000 in excess thereof. We expect that the notes offered hereby will be
issued in the form of one or more registered global notes. The global notes will be deposited with, or on behalf of,
DTC and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global notes
will be shown on, and transfers of beneficial interests in the global notes will be effected through, records
maintained by DTC and its participants. The global notes offered under Regulation S under the Securities Act, if
any, to be deposited with the trustee as custodian for DTC, and beneficial interests in them may be held through the
Euroclear or Clearstream. After the initial issuance of the global notes, certificated notes may be issued in registered
form only in very limited circumstances. There will be a minimum subscription amount of U.S.$150,000 for the
initial distribution. See "Book-Entry, Delivery and Form" for further discussion of these matters.
General
We have appointed Cogency Global Inc. as agent to receive service of process under the indenture
governing the notes.
Additional Information
While any notes remain outstanding, we will make available, upon request, to any holder and any
prospective purchaser of notes the information required pursuant to Rule 144(A)(d)(4)(i) under the Securities Act,
during any period in which we are not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

iv

ENFORCEMENT OF JUDGMENTS
We are incorporated under the laws of Argentina. Substantially all of our assets are located outside the
United States. The majority of our directors and officers and certain advisors named herein reside in Argentina or
elsewhere outside the United States. As a result, it may not be possible for investors to effect service of process
within the United States upon us or such persons or to enforce against us or them in United States courts judgments
predicated upon the civil liability provisions of the federal securities laws of the United States.
We have been advised by our Argentine counsel, Estudio O'Farrell, that a substantial portion of our assets
located in Argentina could not be subject to attachment or foreclosure if a court were to find that such properties are
necessary to the provision of an essential public service, unless the Argentine government otherwise approves the
release of such property affected as an essential public service. In accordance with Argentine law, as interpreted by
the Argentine courts, assets which are necessary to the provision of an essential public service may not be attached,
whether preliminarily or in aid of execution.
Our Argentine counsel has also advised us that judgments of United States courts for civil liabilities based
upon the federal securities laws of the United States may be enforced in Argentina, provided that the requirements of
Article 517 of the Federal Civil and Commercial Procedure Code of Argentina (if enforcement is sought before
federal courts) are met as follows: (i) the judgment, which must be final in the jurisdiction where rendered, was
issued by a court competent in accordance with the Argentine principles regarding international jurisdiction and
resulted from a personal action, or an in rem action with respect to personal property if such was transferred to
Argentine territory during or after the prosecution of the foreign action, (ii) the defendant against whom enforcement
of the judgment is sought was personally served with the summons and, in accordance with due process of law, was
given an opportunity to defend against foreign action, (iii) the judgment must be valid in the jurisdiction where
rendered and meet authenticity requirements under Argentine law, (iv) the judgment does not violate the principles
of public policy of Argentine law, and (v) the judgment is not contrary to a prior or simultaneous judgment of an
Argentine court.
Subject to compliance with Article 517 of the Federal Civil and Commercial Procedure Code described
above, a judgment against us or the persons described above obtained outside Argentina would be enforceable in
Argentina without reconsideration of the merits.
We have been further advised by our Argentine counsel that:
·
original actions based on the federal securities laws of the United States may be brought in
Argentine courts and that, subject to applicable law, Argentine courts may enforce liabilities in
such actions against us, our directors, our executive officers and the advisors named in this
offering memorandum; and
·
the ability of a judgment creditor or the other persons named above to satisfy a judgment by
attaching certain assets of ours is limited by provisions of Argentine law.
A plaintiff (whether Argentine or non-Argentine) residing outside Argentina during the course of litigation
in Argentina must provide a bond to guarantee court costs and legal fees if the plaintiff owns no real property in
Argentina that could secure such payment. The bond must have a value sufficient to satisfy the payment of court
fees and defendant's attorney fees, as determined by the Argentine judge. This requirement does not apply to the
enforcement of foreign judgments.

v

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum, including any documents incorporated by reference, contains statements that
we believe constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements may include statements regarding the intent, belief or current
expectations of us and our management, including statements with respect to trends affecting our financial
condition, financial ratios, results of operations, business, strategy, geographic concentration, reserves, future
hydrocarbon production volumes and the Company's ability to satisfy its long-term sales commitments from future
supplies available to the Company, dates or periods in which production is scheduled or expected to come onstream,
as well as our plans with respect to capital expenditures, business strategy, geographic concentration, cost savings,
investments and dividends payout policies. These statements are not a guarantee of future performance and are
subject to material risks, uncertainties, changes and other factors which may be beyond our control or may be
difficult to predict. Accordingly, our future financial condition, prices, financial ratios, results of operations,
business, strategy, geographic concentration, production volumes, reserves, capital expenditures, cost savings,
investments and dividend policies could differ materially from those expressed or implied in any such forward-
looking statements. Such factors include, but are not limited to, currency fluctuations, the price of petroleum
products, the ability to realize cost reductions and operating efficiencies without unduly disrupting business
operations, replacement of hydrocarbon reserves, environmental, regulatory and legal considerations and general
economic and business conditions in Argentina, as well as those factors, those described in "Item 3. Key
Information--Risk Factors" and "Item 5 of our 2018 20-F. Operating and Financial Review and Prospects" in our
2018 20-F. We do not, and the initial purchasers do not, undertake to publicly update or revise these forward-
looking statements even if experience or future changes make it clear that the projected results or condition
expressed or implied therein will not be realized.

vi

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references to "U.S. dollars," "dollars," "U.S.$" or "$" are to the U.S. dollar.
General
The Company prepares its financial books and records and publishes its financial statements in Argentine
pesos. Unless otherwise specified, references to "$," "U.S.$" and "dollars" are to U.S. dollars, and references to
"Ps.", "pesos" are to Argentine pesos. Solely for the convenience of the reader, peso amounts set forth in this
document have been translated into U.S. dollars at the exchange rates specified herein. The exchange rate published
by the Argentine Central Bank (Banco Central de la República Argentina) ("BCRA" or the "Central Bank") on June
18, 2019 was Ps. 43.66 to U.S.$1.00. The U.S. dollar equivalent information should not be construed to imply that
the peso amounts represent, or could have been or could be converted into U.S. dollars at such rates or any other
rate. See "Annual Report on Form 20-F for the year ended December 31, 2018--Item 3. Key Information--
Exchange Rates" of our 2018 20-F for additional information.
Our annual report on Form 20-F for the year ended December 31, 2018 furnished to the Securities and
Exchange Commission (the "SEC") on April 4, 2019 (the "2018 20-F") includes our audited consolidated statement
of financial position as of December 31, 2018, 2017 and 2016, audited consolidated statements of comprehensive
income for the years ended December 31, 2018, 2017 and 2016, YPF's audited consolidated statements of cash
flows for the years ended December 31, 2018, 2017 and 2016, audited consolidated statements of changes in
shareholders' equity for the years ended December 31, 2018, 2017 and 2016, and notes 1 to 34 (the "Audited
Consolidated Financial Statements"). Our Form 6-K furnished to the SEC on May 17, 2019 (the "Q1 2019 6-K"),
which attached our unaudited condensed interim consolidated financial statements (the "Unaudited Condensed
Interim Consolidated Financial Statements"). Both such documents are incorporated by reference in this offering
memorandum.
Our Audited Consolidated Financial Statements and our Unaudited Condensed Interim Consolidated
Financial Statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as
issued by the International Accounting Standards Board ("IASB").
Additionally, on March 20, 2009, the Argentine Federation of Professional Councils in Economic Sciences
("FACPCE") approved the Technical Resolution No. 26 "Adoption of the International Financial Reporting
Standards ("IFRS")" as issued by the IASB, subsequently modified by Technical Resolution No. 29 dated
December 3, 2010. Such resolution was approved by the CNV through General Resolution No. 562/09 dated
December 29, 2009 (modified by General Resolution No. 576/10 dated July 1, 2010), for certain publicly-traded
entities under Law No. 26,831. Compliance with such rules was mandatory for the Company for the fiscal year
which began on January 1, 2012, with a transition date of January 1, 2011.
Market Share and Other Information
Market data and certain industry forecast data used in this offering memorandum or incorporated by
reference herein were obtained from internal reports and studies, where appropriate, as well as estimates, market
research, publicly available information (including information available from the SEC, website) and industry
publications. Industry publications generally state that the information they include has been obtained from sources
believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly,
internal reports and studies, estimates and market research, which we believe to be reliable and accurately extracted
by us for use in this offering memorandum, in our 2018 20-F and our Q1 2019 6-K, each of which is incorporated by
reference herein, have not been independently verified. However, we believe such data is accurate and agree that we
are responsible for the accurate extraction of such information from such sources and its correct reproduction in this
offering memorandum, or in our 2018 20-F or our Q1 2019 6-K, each of which is incorporated by reference herein.

vii

Rounding
Certain amounts which appear in this offering memorandum (including percentage amounts) have been
subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may
vary slightly and figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that
precede them.
Anti-Money Laundering Regulations
Modifications to Argentine money laundering regulations have resulted in their application to increasing
numbers and types of securities transactions.

The notion of money laundering is generally used to refer to transactions aimed at introducing funds derived
from unlawful activities into the institutionalized system and therefore, transforming profits obtained from unlawful
activities into assets having a presumed lawful origin.

Law No. 25,246 (as subsequently amended by Law No. 26,087, Law No. 26,119, Law No. 26,268 and Law No
26,683), Law No. 26,374 and Law No. 27,446) provides for an administrative criminal system and replaces several
sections of the Argentine Criminal Code, incorporating, among other matters, the definition of money laundering as
a type of crime committed whenever a person converts, transfers, manages, sells, charges, conceals or otherwise
markets any asset derived from a criminal offense, with the possible consequence that the original assets or
substitutes thereof appear to come from a lawful source, provided that the total value of the asset exceeds Ps.
300,000 regardless of whether such amount results from one act or a series of related acts. Law No. 26,683 considers
money laundering to be an autonomous crime against the economic and financial order, separate from the crime of
concealment, which is an offense against the public administration, which allows for sanctions for the autonomous
crime of money laundering regardless of participation in the crime that originated the funds subject to such money
laundering. With the enactment of Law No. 27,260 and Decree No. 895/2016, the Financial Information Unit
(Unidad de Información Financiera or "UIF") was moved under the jurisdiction of the Ministry of Finance and
Public Finance. Subsequently, in accordance with Decree No. 2/2017, the UIF acts under the jurisdiction of the
Ministry of Finance.

According to Article 303 of the Argentine Criminal Code, money laundering (as defined above) shall be
punished with three to ten years of imprisonment and a fine of two to ten times the amount of the transactions made.
The penalty prescribed above shall be increased by one third of the maximum and one half of the minimum if: (a)
the wrongdoer carries out the act on a regular basis or as a member of an association or gang organized with the
purpose of continuously committing acts of a similar nature; or (b) if the primary wrongdoer is a public officer who
committed the infringement in the exercise of his/her duties (in such a case, the wrongdoer shall also be punished by
special disqualification for three to ten years, and the same penalty shall apply to a wrongdoer who commits the
offense in the service of a profession or trade requiring special qualification). The individual who receives money or
other assets derived from a criminal offense with the purpose of applying them to a money laundering transaction
shall be punished with imprisonment from six months to three years. If the value of the assets is not over Ps.
300,000, the wrongdoer will be punished with imprisonment from six months to three years. The provisions in this
section shall apply even when the criminal offense is committed outside the geographical jurisdiction of the
Argentine Criminal Code, so long as the crime is also penalized in the jurisdiction where it was committed.

Article 277 of the Argentine Criminal Code sets forth that an imprisonment of between six months and three
years shall be applied (with varying minimum terms attaching depending on the particular circumstances) to any
person who helps a perpetrator avoid or be removed from prosecution, obscures or destroys evidence of a crime,
acquires, receives, hides or alters money or other proceeds from a crime, does not report the commission of the
crime or does not identify the perpetrator or participant in a crime with knowledge that such person would have been
obliged to assist in the criminal prosecution of such crime and/or aids or abets the perpetrator or participant in
making safe the proceeds of the crime. The minimum and maximum terms of punishment shall be doubled when: (a)
the offense implies a particularly serious crime (for which minimum penalty is higher than three years of
imprisonment); (b) the abettor acts for profit; (c) the abettor habitually commits concealment acts; or (d) the abettor
is a public official.

viii

Document Outline

#6">General
#6">Additional Information
#7">Enforcement of Judgments
#8">Cautionary Statement Regarding Forward-Looking Statements
#9">Presentation of Financial and Other Information
- #9">General
- #9">Market Share and Other Information
- #10">Rounding
- #10">Anti-Money Laundering Regulations
#16">Summary
- #16">Our Business
  - #16">Overview
- #18">Argentina Macroeconomic Conditions
- #19">Competitive Strengths
- #22">Business strategy
- #23">Upstream
- #25">Gas and Energy
- #26">The Offering
- #30">Summary Financial and Other Information
  - #32">Adjusted EBITDA reconciliation
- #33">Capitalization and indebtedness
  - #33">Production and other operating data
- #34">Recent Developments
- #34">General Ordinary and Extraordinary Shareholders Meeting of YPF S.A. held on April 26, 2019
  - #34">Board of Directors
    - #34">Miguel Ángel Pesce
    - #35">María Cristina Tchintian
  - #35">Independence of the Members of our Board of Directors and Audit Committee
- #36">Thermal Power Station Ensenada de Barragán
- #36">Dismissal of Paz Herrera Claims
  - #36">On May 17, 2019, we were served notice of the judgment dated May 17, 2019, issued by the Commercial National First Instance Court No. 16, Secretariat No. 32, under the docket titled Paz Herrera Ricardo Adrián c/ YPF S.A. s/ ordinariaŽ File No 15,221...
- #36">Appointment of New Market Relations Officer
#38">Risk Factors
- #38">The notes will be effectively subordinated to our secured indebtedness.
- #38">An active trading market for the notes may not develop or be sustained.
- #38">The notes will be subject to transfer restrictions which could limit your ability to resell your notes.
- #39">We may redeem the notes prior to maturity.
- #39">The terms of the Indenture provide only limited protection against significant events that could adversely impact your investment in the notes.
- #39">The price at which holders will be able to sell their notes prior to maturity will depend on a number of factors and may be substantially less than the amount holders originally invested.
- #39">Holders of notes may find it difficult to enforce civil liabilities against us or our directors, officers and controlling persons.
- #40">Certain of our assets may not be attached or foreclosed on.
- #40">We cannot assure you that the credit ratings for the notes will not be lowered, suspended or withdrawn by the Rating Agencies.
- #40">Payments of judgments against us on the notes could be in pesos.
- #40">We may be unable to repurchase the notes upon a Change of Control Repurchase Event.
- #40">Risks relating to Argentina and the Argentine oil and gas business and our business.
#41">Use of Proceeds
#42">Exchange Rates and Foreign Exchange Controls
#42">Foreign Exchange Controls
#44">Capitalization
#45">Managements Discussion and Analysis of Financial Condition and Results of Operations
- #45">Segment Reporting
- #45">Factors Affecting Our Operations
- #46">Principal Income Statement Line Items
  - #46">Revenues
  - #47">Costs
  - #47">Other operating results, net
  - #48">Income tax
- #48">Results of operations
  - #48">Consolidated results of operations for the three-month periods ended March 31, 2019 and 2018
  - #49">Revenues
  - #50">Costs
  - #50">Purchases
  - #51">Selling expenses
  - #51">Administrative expenses
  - #51">Exploration expenses
  - #51">Other operating results, net
  - #51">Operating income
  - #51">Financial results, net
  - #52">Income tax
  - #52">Net (loss) / profit and other comprehensive income
    - #53">Upstream
    - #54">Downstream
    - #56">Gas and Power
    - #57">Central Administration and Other
    - #57">Results Not Transferred to Third Parties
- #57">Liquidity and Capital Resources
  - #57">Financial Condition
  - #59">Description of Indebtedness
  - #59">Covenants in our indebtedness
  - #59">Guarantees provided
  - #59">Capital investments, expenditures and divestments
- #60">Divestments
- #60">Off-balance sheet agreements
- #60">Qualitative and Quantitative Disclosures about Market Risk
  - #60">Foreign currency exposure
#62">Major Shareholders and Related Party Transactions
- #63">Related Party Transactions
#66">Description of the Notes
#85">Update of Legal Proceedings
#86">Update of Regulatory Framework
#87">Book-Entry, Delivery and Form
- #87">Depositary Procedures
- #89">Exchange of Book-Entry Notes for Certificated Notes
- #90">Transfers Within and Between Global Notes
#91">Taxation
- #91">Argentine Tax Considerations
#92">Certain Argentine Tax Considerations
#92">Income Tax
#94">Tax on Personal Assets
#95">Value Added Tax
#96">Presumed Minimum Income Tax
#96">Tax on Bank Debit and Credits
#96">Tax on Gross Income
#96">Stamp Taxes
#97">Provincial Collection Regimes on Credits in Bank Accounts
#97">Free Transfer Tax
#98">Public Offer and Tax Exemptions
#98">Restriction Regarding Countries with Low or no Taxation
#99">Other taxes
- #99">Certain U.S. Federal Income Tax Considerations
#102">Plan of Distribution
#110">Certain ERISA Considerations
#112">Transfer Restrictions
- #112">Purchasers Representations and Restrictions on Resale and Transfer
#112">(1) it is purchasing the notes for its own account or an account with respect to which it exercises sole investment discretion and it and any such account is either (a) a qualified institutional buyer and is aware that the sale to it is being made pur...
#112">(2) it acknowledges that the notes have not been registered under the Securities Act or with any securities regulatory authority of any state and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons...
#112">(3) it understands and agrees that notes initially offered in the United States to qualified institutional buyers will be represented by a global note and that notes offered outside the United States pursuant to Regulation S will also be represented b...
#112">(4) it will not offer, pledge, resell or otherwise transfer any of such notes except (a) to us, (b) within the United States to a qualified institutional buyer in a transaction complying with Rule 144A under the Securities Act, (c) outside the United ...
#112">(5) it agrees that it will give to each person to whom it transfers the notes notice of any restrictions on transfer of such notes;
#112">(6) it acknowledges that prior to any proposed transfer of notes (other than pursuant to an effective registration statement or in respect of notes sold or transferred either pursuant to (a) Rule 144A or (b) Regulation S) the holder of such notes may ...
#112">(7) it acknowledges that the trustee, registrar or transfer agent for the notes will not be required to accept for registration transfer of any notes acquired by it, except upon presentation of evidence satisfactory to us and the trustee, registrar or...
#112">(8) it acknowledges that we, the initial purchasers and other persons will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that if any of the acknowledgements, representations and agreement...
#113">(9) if it is acquiring the notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representa...
- #113">Legends
#114">Where You Can Find More Information
#115">Incorporation by Reference
#116">Validity of Notes
#117">Independent Registered Public Accounting Firm