Obligation Uruguaya 4.975% ( US760942BD38 ) en USD

Société émettrice Uruguaya
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Uruguay
Code ISIN  US760942BD38 ( en USD )
Coupon 4.975% par an ( paiement semestriel )
Echéance 19/04/2055



Prospectus brochure de l'obligation Uruguay US760942BD38 en USD 4.975%, échéance 19/04/2055


Montant Minimal 1 USD
Montant de l'émission 1 750 000 000 USD
Cusip 760942BD3
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Prochain Coupon 20/04/2026 ( Dans 70 jours )
Description détaillée L'Uruguay est une république parlementaire d'Amérique du Sud, connue pour son économie stable, son système démocratique robuste et sa culture riche influencée par l'Europe et l'Amérique latine.

L'Obligation émise par Uruguaya ( Uruguay ) , en USD, avec le code ISIN US760942BD38, paye un coupon de 4.975% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/04/2055







Prospectus Supplement
424B5 1 d803399d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-223463

PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED MARCH 6, 2018



República Oriental del Uruguay

US$216,969,673 4.375% Bonds due 2031

US$837,584,169 4.975% Bonds due 2055








Pursuant to this prospectus supplement, the Republic of Uruguay ("Uruguay") is offering US$216,969,673 4.375% Bonds due 2031 (the "2031
Bonds") and US$837,584,169 4.975% Bonds due 2055 (the "2055 Bonds" and, together with the 2031 Bonds, the "Bonds").

Maturity
Fungibility
The 2031 Bonds will mature on January 23, 2031.
The 2031 Bonds will be a further issuance of, and will be consolidated,

form a single series, and be fully fungible with Uruguay's outstanding
The 2055 Bonds will mature on April 20, 2055.
2031 Bonds issued in an aggregate principal amount of

See "Description of the Bonds."
US$1,250,000,000 on January 23, 2019. After giving effect to the

offering, the total amount outstanding of Uruguay's 2031 Bonds will be
Principal
US$1,466,969,673.
Principal on the 2031 Bonds will be repaid in three nominally equal

installments on January 23, 2029, January 23, 2030 and at maturity.
The 2055 Bonds will be a further issuance of, and will be consolidated,

form a single series, and be fully fungible with Uruguay's outstanding
Principal on the 2055 Bonds will be repaid in three nominally equal
2055 Bonds issued in an aggregate principal amount of
installments on April 20, 2053, April 20, 2054 and at maturity.
US$1,750,000,000 on April 20, 2018. After giving effect to the offering,

Interest
the total amount outstanding of Uruguay's 2055 Bonds will be
US$2,587,584,169.
Interest on the 2031 Bonds will be payable in arrears on January 23 and July 23

of each year, commencing on January 23, 2020.
Status

Direct, general, unconditional and unsubordinated foreign debt of
Interest on the 2055 Bonds will be payable in arrears on April 20 and
Uruguay.
October 20 of each year, commencing on October 20, 2019.


Issuance
2031 Bonds Optional Redemption
The Bonds will be issued through the book-entry system of The
Uruguay may, at its option, redeem the 2031 Bonds, in whole or in part, before
Depository Trust Company on or about October 2, 2019.
maturity, on not less than 30 nor more than 60 days' notice on the terms

described under "Description of the Bonds--2031 Bonds Optional
Listing
Redemption" in this prospectus supplement.
Application will be made to list the Bonds on the Luxembourg Stock
Exchange and to have the Bonds admitted to trading on the Euro MTF
Market of the Luxembourg Stock Exchange.

The Bonds contain collective action clauses with provisions regarding future modifications to the terms of debt securities issued under an indenture
between Uruguay and The Bank of New York Mellon dated October 27, 2015 (the "indenture"). Under these provisions, which differ from the terms of
Uruguay's public foreign debt issued prior to October 27, 2015 and that are described beginning on page 10 of the accompanying prospectus dated March 6,
2018, Uruguay may amend the payment provisions of any series of debt securities (including the Bonds) and other reserve matters listed in the Indenture
with the consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the aggregate principal amount of the outstanding
debt securities of such series; (2) with respect to two or more series of debt securities, if certain "uniformly applicable" requirements are met, more than
75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate; or
(3) with respect to two or more series of debt securities, whether or not the "uniformly applicable" requirements are met, more than 66 2/3 % of the
aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate, and more than 50%
of the aggregate principal amount of the outstanding debt securities of each series affected by the proposed modification, taken individually.



Per 2031
Per 2055


Bond(1)
Total

Bond(1)
Total

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Prospectus Supplement
Public Offering Price(2)

110.637%
US$240,048,737.12
116.065%
US$972,142,065.75
Underwriting Discount


0.090%
US$
195,272.71

0.090%
US$
753,825.75
Proceeds, before expenses, to Uruguay

110.547%
US$239,853,464.41
115.975%
US$971,388,240.00

(1)
As a percentage of principal amount.
(2)
Plus accrued interest from July 23, 2019 (for the 2031 Bonds), or from April 20, 2019 (for the 2055 Bonds) to, but not including, October 2, 2019,
totaling approximately US$8.385 (for the 2031 Bonds), and approximately US$22.387 (for the 2055 Bonds) per US$1,000 principal amount of
bonds, and any additional interest from October 2, 2019 if settlement occurs after that date.

Investing in the Bonds involves risks. See "Risk Factors and Investment Considerations" beginning on page S-9 of this prospectus
supplement.


Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the prospectus to which it relates. Any representation to the
contrary is a criminal offense.
ANY OFFER OR SALE OF BONDS IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (EACH, A "MEMBER
STATE") WHICH IS SUBJECT TO REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") MUST BE ADDRESSED TO
QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS REGULATION) ("QUALIFIED INVESTORS").


Joint Bookrunners
Goldman Sachs & Co. LLC
Santander

Scotiabank
The date of this prospectus supplement is September 24, 2019.

Table of Contents
TABLE OF CONTENTS


Page
Prospectus Supplement

INTRODUCTION
S-1
INCORPORATION BY REFERENCE
S-4
DATA DISSEMINATION
S-4
CERTAIN DEFINED TERMS AND CONVENTIONS
S-4
ENFORCEMENT OF CIVIL LIABILITIES
S-5
SUMMARY OF THE OFFERING
S-6
RISK FACTORS AND INVESTMENT CONSIDERATIONS
S-9
USE OF PROCEEDS
S-11
RECENT DEVELOPMENTS
S-12
DESCRIPTION OF THE BONDS
S-18
CLEARANCE AND SETTLEMENT
S-24
TAXATION
S-28
UNDERWRITING
S-31
FORWARD-LOOKING STATEMENTS
S-39
GENERAL INFORMATION
S-40

Prospectus

ABOUT THIS PROSPECTUS
1
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FORWARD-LOOKING STATEMENTS
2
DATA DISSEMINATION
3
DESCRIPTION OF THE SECURITIES
5
TAXATION
21
PLAN OF DISTRIBUTION
23
OFFICIAL STATEMENTS
25
VALIDITY OF THE SECURITIES
26
AUTHORIZED REPRESENTATIVE
27
WHERE YOU CAN FIND MORE INFORMATION
28
Table of Contents
INTRODUCTION
This prospectus supplements the Republic of Uruguay's prospectus dated March 6, 2018, setting forth in general terms the conditions of the
securities of the Republic of Uruguay issued under the indenture under which the Bonds will be issued and should be read together with the 2018
Annual Report (as defined below) and any amendments thereto.
The Bonds that Uruguay issues in the United States are being offered under (i) Uruguay's registration statement (file no. 333-223463) filed with the
United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act") on March 6, 2018 (the
"Registration Statement"). The accompanying prospectus is part of the Registration Statement, which became effective on April 9, 2018. The
accompanying prospectus provides you with a general description of the debt securities that Uruguay may offer. This prospectus supplement contains
specific information about the terms of the Bonds and may add or change information provided in the accompanying prospectus. Consequently, you should
read this prospectus supplement together with the accompanying prospectus, as each contains information regarding Uruguay, the Bonds and other matters.
You can inspect these documents at the office of the SEC listed in this prospectus supplement under "General Information--Where You Can Find More
Information." Uruguay has not authorized anyone else to provide you with different information. Uruguay and the underwriters are offering the Bonds only
in jurisdictions where it is lawful to do so.
Uruguay is furnishing this prospectus supplement and the prospectus solely for use by prospective investors in connection with their consideration of
a purchase of the Bonds. Uruguay confirms that:

·
the information contained in this prospectus supplement and the accompanying prospectus is true and correct in all material respects and is

not misleading;

·
it has not omitted other facts the omission of which makes this prospectus supplement and the accompanying prospectus as a whole

misleading; and


·
it accepts responsibility for the information it has provided in this prospectus supplement and the accompanying prospectus.
The Bonds are offered for sale in the United States and other jurisdictions where it is legal to make these offers. The distribution of this prospectus
supplement and the accompanying prospectus, and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose
possession this prospectus supplement and the accompanying prospectus come and investors in the Bonds should inform themselves about and observe any
of these restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Accordingly, no Bonds may be offered or sold, directly or
indirectly, and neither this prospectus supplement nor any offering material may be distributed or published in any jurisdiction, except under circumstances
that will result in compliance with any applicable laws and regulations and the underwriters have represented that all offers and sales by them will be made
on the same terms. Persons into whose possession this prospectus supplement comes are required by Uruguay and the underwriters to inform themselves
about and to observe any such restriction. In particular, there are restrictions on the distribution of this prospectus supplement and the offer or sale of Bonds
in Argentina, Brazil, Canada, Chile, China, Dubai International Financial Centre, European Economic Area ("EEA"), Hong Kong, Japan, the Republic of
Korea, Netherlands, Peru, Switzerland, Singapore, Taiwan, the United Kingdom and Uruguay, see the section entitled "Underwriting."

S-1
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Prospectus Supplement
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
This prospectus supplement has been prepared on the basis that any offer of Bonds in any Member State of the European Economic Area ("EEA")
will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Bonds. Accordingly,
any person making or intending to make an offer in an EEA Member State of Bonds which are the subject of the offers contemplated in this prospectus
supplement may only do so to legal entities which are qualified investors as defined in the Prospectus Regulation, provided that no such offer of Bonds
shall require Uruguay or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation, in each case in relation to such offer. Neither Uruguay nor the underwriters have authorized, nor do
they authorize, the making of any offer of Bonds to any legal entity which is not a "qualified investor" as defined in the Prospectus Regulation. Neither
Uruguay nor the underwriters have authorized, nor do they authorize, the making of any offer of Bonds through any financial intermediary, other than
offers made by the underwriters, which constitute the final placement of the Bonds contemplated in the prospectus supplement.
In this section, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
The Bonds 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 EEA. For these purposes, (a) 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 Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), 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 Regulation, and (b) the expression "offer" includes the communication in any form and by any
means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the
Bonds.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Any distributor subject to MiFID II subsequently offering, selling or recommending the Bonds is responsible for undertaking its own target market
assessment in respect of the Bonds and determining the appropriate distribution channels for the purposes of the MiFID II product governance rules under
Commission Delegated Directive (EU) 2017/593 (the "Delegated Directive"). Neither Uruguay nor any of the underwriters make any representations or
warranties as to a distributor's compliance with the Delegated Directive.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This prospectus supplement is for distribution only to persons who: (i) are outside the United Kingdom; (ii) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"); (iii) are persons falling within Articles 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the
Financial Promotion Order; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to
be communicated (all such persons together being referred to as "relevant persons"). This prospectus supplement is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement
relates is available only to relevant persons and will be engaged in only with relevant persons.

S-2
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STABILIZATION
In connection with the offering of the Bonds, Scotia Capital (USA) Inc. (the "Stabilizing Manager(s)") (or persons acting on their behalf) may over-allot
Bonds (provided that, in the case of any Bonds to be admitted to trading on the Euro MTF Market, the aggregate principal amount of Bonds allotted does
not exceed 105 per cent. of the aggregate principal amount of the Bonds subject to the offering) or effect transactions with a view to supporting the market
price of the Bonds during the stabilization period at a level higher than that which might otherwise prevail. However, stabilization may not necessarily
occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if
begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of allotment of
the Bonds. Any stabilization action or over-allotment must be conducted by the relevant Stabilizing Manager(s) (or persons acting on their behalf) in
accordance with all applicable laws and rules and will be undertaken at the offices of the Stabilizing Manager(s) (or persons acting on their behalf) and on
the Euro MTF Market.

S-3
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INCORPORATION BY REFERENCE
Documents Filed with the SEC
The SEC allows Uruguay to incorporate by reference some information that Uruguay files with the SEC. Uruguay can disclose important
information to you by referring you to those documents. The following documents, which Uruguay has filed with the SEC, are considered part of and are
incorporated by reference in this prospectus supplement and any accompanying prospectus:

·
Uruguay's annual report on Form 18-K for the year ended December 31, 2018, filed with the SEC on August 27, 2019 (File

No. 333-07128) (the "2018 Annual Report");

·
Uruguay's amendment No. 1 to the 2018 Annual Report, filed with the SEC on September 24, 2019, which includes recent developments as

of September 23, 2019; and

·
each subsequent report on Form 18-K and any amendment on Form 18-K/A filed after the date of this prospectus supplement and prior to the

closing date.
Any person receiving a copy of this prospectus supplement may obtain, without charge and upon request, a copy of the above document (including
only the exhibits that are specifically incorporated by reference in it). Requests for such document should be directed to:
República Oriental del Uruguay
c/o Ministry of Economy and Finance
Colonia 1089 ­ Third Floor
11.100 Montevideo
República Oriental del Uruguay
Fax No: +598-2-1712-2688
Tel. No: +598-2-1712-2785
Email: [email protected]
Attention: Debt Management Unit
DATA DISSEMINATION
Uruguay is a subscribing member of the International Monetary Fund's ("IMF") Special Data Dissemination Standard or SDDS. See "Data
Dissemination" in the accompanying prospectus. Precise dates or "no-later-than-dates" for the release of data by Uruguay under the SDDS are
disseminated in advance through the Advance Release Calendar, which is published on the Internet under the International Monetary Fund's Dissemination
Standards Bulletin Board located at http://dsbb.imf.org. Neither the government nor the underwriters acting on behalf of Uruguay in connection with the
offer and sale of securities as contemplated in this prospectus supplement accept any responsibility for information included on that website, and its
contents are not intended to be incorporated by reference into this prospectus supplement.
CERTAIN DEFINED TERMS AND CONVENTIONS
Currency of Presentation
Unless otherwise stated, Uruguay has converted historical amounts translated into U.S. dollars ("U.S. dollars," "dollars" or "US$") or pesos
("pesos," "Uruguayan pesos" or "Ps.") at historical annual average exchange rates. Translations of pesos to dollars have been made for the convenience of
the reader only and should not be construed as a representation that the amounts in question have been, could have been or could be converted into dollars
at any particular rate or at all.

S-4
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ENFORCEMENT OF CIVIL LIABILITIES
A judgment obtained against Uruguay in a foreign court can be enforced in the courts of Uruguay, if such judgment is ratified by the Uruguayan
Supreme Court. Based on existing law, the Uruguayan Supreme Court will ratify such a judgment:
(a) if there exists a treaty with the country where such judgment was issued (no such treaty exists at the present time between Uruguay and the United
States); or
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(b) if such judgment:


·
complies with all formalities required for the enforceability thereof under the laws of the country where it was issued;


·
has been translated into Spanish, together with related documents, and satisfies the authentication requirements of Uruguayan law;


·
was issued by a competent court after valid service of process upon the parties to the action;


·
was issued after an opportunity was given to the defendant to present its defense;


·
is not subject to further appeal; and


·
is not against Uruguayan public policy.
Pursuant to Section 52 of Law N° 17,930, as amended pursuant to Section 15 of Law N°19,535, the Executive Power may either use available
operating or investment expenses to pay judgments rendered against Uruguay for amounts in excess of 75,000,000 of Indexed Units (approximately
US$8,721,381 as of September 20, 2019) even if the budget in effect at the time the judgment becomes enforceable does not include a specific expense
allocation for that purpose or, alternatively, include a specific budgetary allocation in the budget submitted to Congress for the following fiscal year. Upon
approval of the budget including such allocation, payment shall be made during the following year.

S-5
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SUMMARY OF THE OFFERING
The information below presents a summary of certain terms of the Bonds. This summary must be read as an introduction to this prospectus
supplement and the accompanying prospectus and any decision to invest in the Bonds should be based on a consideration of this prospectus
supplement and the accompanying prospectus as a whole, including the documents incorporated by reference. This summary does not contain all of
the information that may be important to you as a potential investor in the Bonds. You should read the Indenture and the form of Bonds before
making your investment decision. Uruguay filed the Indenture and will file the form of Bonds with the SEC and will also file copies of these
documents at the offices of the trustee.

Issuer
The Republic of Uruguay.

Indenture
The Bonds are being issued under the Indenture.

Principal Amount
2031 Bonds Principal Amount: US$216,969,673.


2055 Bonds Principal Amount: US$837,584,169.

Issue Price
2031 Bonds Issue Price: 110.637% of the principal amount, plus accrued interest from
July 23, 2019 to, but not including, October 2, 2019, totaling US$1,819,381.11, or US$8.385
per US$1,000 principal amount of bonds, and any additional interest from October 2, 2019 if
settlement occurs after that date.
2055 Bonds Issue Price: 116.065% of the principal amount, plus accrued interest from
April 20, 2019 to, but not including, October 2, 2019, totaling US$18,751,415.58, or
US$22.387 per US$1,000 principal amount of bonds, and any additional interest from
October 2, 2019 if settlement occurs after that date.

Fungibility
The 2031 Bonds will be a further issuance of, and will be consolidated, form a single series,
and be fully fungible with Uruguay's outstanding 2031 Bonds issued in an aggregate
principal amount of US$1,250,000,000 on January 23, 2019. After giving effect to the
offering, the total amount outstanding of Uruguay's 2031 Bonds will be US$1,466,969,673.

The 2055 Bonds will be a further issuance of, and will be consolidated, form a single series,
and be fully fungible with Uruguay's outstanding 2055 Bonds issued in an aggregate

principal amount of US$1,750,000,000 on April 20, 2018. After giving effect to the offering,
the total amount outstanding of Uruguay's 2055 Bonds will be US$2,587,584,169.
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Maturity Date
2031 Bonds Maturity Date: January 23, 2031.


2055 Bonds Maturity Date: April 20, 2055.

Payment of Principal
Principal on the 2031 Bonds will be repaid in three nominally equal installments on
January 23, 2029, January 23, 2030 and at maturity.

S-6
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Principal on the 2055 Bonds will be repaid in three nominally equal installments on April 20,

2053, April 20, 2054 and at maturity.

Interest Rate
2031 Bonds Interest Rate: 4.375 % per year.


2055 Bonds Interest Rate: 4.975% per year.

Payment of Interest
For the 2031 Bonds, amounts due in respect of interest will be accrued and paid
semi-annually in arrears on January 23 and July 23 of each year, commencing on January 23,
2020.

For the 2055 Bonds, amounts due in respect of interest will be accrued and paid

semi-annually in arrears on April 20 and October 20 of each year, commencing on
October 20, 2019.

Interest on the Bonds will be calculated on the basis of a 360-day year of twelve 30-day

months.

2031 Bonds Optional Redemption
The 2031 Bonds will be subject to redemption at the option of Uruguay before maturity. See
"Description of the Bonds--2031 Bonds Optional Redemption" in this prospectus
supplement.

Form and Settlement
Uruguay will issue the Bonds in the form of one or more fully registered global securities,
without interest coupons. No Bonds will be issued in bearer form.

Denominations
Uruguay will issue the Bonds only in minimum denominations of US$1.00 and integral
multiples of US$1.00 in excess thereof.

Withholding Tax and Additional Amounts
All payments by Uruguay in respect of the Bonds will be made without withholding or
deduction for or on account of any present or future taxes, duties, assessments or other
governmental charges of whatever nature imposed or levied by or on behalf of Uruguay or
any political subdivision or taxing authority or agency therein or thereof having the power to
tax (for purposes of this paragraph, a "relevant tax") except as set forth in "Description of the
Debt Securities--Additional Amounts" in the accompanying prospectus.

Use of Proceeds
The net proceeds to Uruguay from the sale of the Bonds will be approximately
US$1,211,121,704.41, after deduction of the underwriting discount and of certain expenses
payable by Uruguay estimated at US$1,069,098.46 in the aggregate. Uruguay is offering the
Bonds contemporaneously with an offer to purchase (the "Offer to Purchase") certain of its
outstanding 8.000% U.S. Dollar Denominated Global Bonds due 2022, 4.500% U.S. Dollar-
Denominated Global Bonds due 2024 and 4.375% U.S. Dollar-Denominated Global Bonds
due 2027 (the "Old Bonds"). Uruguay intends to use the net proceeds of the sale of the
Bonds for general purposes of the government, including financial investment and the
refinancing, repurchase or retiring of domestic and external indebtedness, such as the Old
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Bonds that are validly tendered and accepted in the Offer to Purchase.

S-7
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Further Issues
Uruguay may from time to time, without the consent of holders of the debt securities of a
series, create and issue additional debt securities having the same terms and conditions as the
debt securities of such series in all respects, except for issue date, issue price and the first
payment on the debt securities; provided, however, that any additional debt securities
subsequently issued shall be issued, for U.S. federal income tax purposes, either (a) as part of
the "same issue" as the debt securities, (b) in a "qualified reopening" of the debt securities; or
(c) with no greater amount of original issue discount than the previously outstanding debt
securities as of the date of the issue of such additional debt securities, unless such additional
debt securities have a separate CUSIP, ISIN or other identifying number from the previously
outstanding debt securities. Such additional debt securities will be consolidated with and will
form a single series with the previously outstanding debt securities.

Governing Law and Jurisdiction
State of New York.

Settlement Date
October 2, 2019.

Listing
Application will be made to list the Bonds on the Luxembourg Stock Exchange and to have
the Bonds admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

Taxation
For a discussion of U.S. federal tax consequences associated with the Bonds, see "Taxation
--United States Federal Income Tax Considerations" in this prospectus supplement and
"Taxation" in the accompanying prospectus. For a discussion of Uruguayan tax consequences
associated with the Bonds, see "Taxation--Uruguayan Income Tax Considerations" in this
prospectus supplement and "Taxation" in the accompanying prospectus. You should consult
your own tax advisors regarding the possible tax consequences under the laws of jurisdictions
that apply to you and to your ownership and disposition of the Bonds.

Trustee, Registrar, Transfer Agent and Paying Agent The Bank of New York Mellon.

Luxembourg Listing Agent
The Bank of New York Mellon SA/NV, Luxembourg Branch.

S-8
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RISK FACTORS AND INVESTMENT CONSIDERATIONS
An investment in the Bonds involves a significant degree of risk. Investors are urged to read carefully the entirety of the accompanying prospectus
together with this prospectus supplement and to note, in particular, the following considerations.
Risk Factors and Investment Considerations Relating to the Bonds
Enforcement of Civil Liabilities; Waiver of Sovereign Immunity.
Uruguay is a foreign sovereign state. Consequently, it may be difficult for you or the trustee to obtain or enforce judgments of courts in the United
States or elsewhere against Uruguay. See "Description of the Securities--Jurisdiction, Consent to Service, Enforcement of Judgments and Immunities from
Attachment," in the accompanying prospectus and "Enforcement of Civil Liabilities" in this prospectus supplement.
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Market for the Bonds.
Uruguay has been advised by the underwriters that the underwriters may make a market in the Bonds but they are not obligated to do so and may
discontinue market making at any time without notice. Application will be made to list the Bonds on the Luxembourg Stock Exchange and to have the
Bonds admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. No assurance can be given as to the liquidity of the trading
market for the Bonds. The price at which the Bonds will trade in the secondary market is uncertain.
Risk Factors and Investment Considerations Relating to Uruguay
Uruguay remains vulnerable to regional and global shocks, which could arise from significant economic difficulties in its major trading partners
(particularly Argentina, Brazil and China) or by more general "contagion" effects-- including those precipitated by the United Kingdom's impending
departure from the European Union. Such trade and financial external shocks and "contagion" effects could have a material adverse effect on
Uruguay's economic growth and funding conditions faced by the government in international capital markets.
Weak, flat or negative economic growth of any of Uruguay's major trading partners, such as Brazil, Argentina and China has in the past, and could in
the future, materially affect Uruguay's exports to those markets and, in turn, adversely affect economic growth.
Uruguay's economy may also be affected by conditions (including trade and Central Bank policies) in developed economies, which are significant
trading partners of Uruguay or have influence over world economic cycles. For example, if interest rates increase significantly in developed economies,
including the United States and Europe, Uruguay and its developing economy trading partners, such as Brazil and Argentina, could find it more difficult
and expensive to borrow capital and refinance existing debt, which could adversely affect economic growth in those countries. Additionally, decreased
growth on the part of Uruguay's trading partners could have a material adverse effect on the markets for Uruguay's exports and, in turn, adversely affect
economic growth.
On June 23, 2016, the United Kingdom held a referendum in which a majority voted for the United Kingdom's withdrawal from the European Union
(the "Brexit"). On March 29, 2017, Article 50 of the Lisbon Treaty was triggered, which provides for a mechanism for the voluntary and unilateral
withdrawal of a country from the European Union. The triggering of Article 50 initiated a two-year period of negotiation for the United Kingdom to leave
the European Union. This period can only be extended by a unanimous decision of the European Council, in agreement with the United Kingdom. On
April 10, 2019, the European Council and the United Kingdom agreed to extend this period until October 31, 2019. Recently, plans to achieve a soft Brexit
scenario resulted in high-profile resignations and the designation of a new government, and the prospect of a "no-deal Brexit" appears to have grown.
Depending on the terms of Brexit, the United Kingdom could lose access to the single European Union market and to the global trade deals negotiated by
the European Union on behalf of its members. Should no deal be reached, Brexit and the perceptions as to its impact may adversely affect business activity
and economic and market conditions in the United Kingdom, the Eurozone and globally, and could contribute to uncertainty in global financial and foreign
exchange markets, as well as additional political, social and legal instability in the European Union.
Uruguay's economy may be affected by "contagion" effects, as international investors' reactions to events occurring in one developing country
sometimes appear to follow a cascading pattern, in which an entire region or investment class is disfavored by international investors.
Domestic factors could lead to a reduced growth and decrease of foreign investment in Uruguay.
Adverse domestic factors, such as domestic inflation, high domestic interest rates, exchange rate volatility and political uncertainty could lead to
lower growth in Uruguay, declines in foreign direct and portfolio investment and potentially lower international reserves. In addition, any of these factors
may adversely affect the liquidity of, and trading markets for, Uruguay's bonds.

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There can be no assurances that Uruguay's credit ratings will improve or remain stable, or that they will not be downgraded, suspended or
cancelled by the rating agencies.
Uruguay's long-term foreign-currency debt is currently rated investment grade by the three leading rating agencies. Fitch has a negative outlook
since October 2018, while Moody's and S&P have a stable outlook.
Ratings address the creditworthiness of Uruguay and the likelihood of timely payment of Uruguay's long- term bonds. Uruguay's credit ratings may
not improve and they may adversely affect the trading price of Uruguay's debt securities (including the Bonds), which could potentially affect Uruguay's
cost of funds in the international capital markets and the liquidity of and demand for Uruguay's debt securities.

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USE OF PROCEEDS
The net proceeds to Uruguay from the sale of the Bonds will be approximately US$1,211,121,704.41, after deduction of the underwriting discount
and of certain expenses payable by Uruguay estimated at US$1,069,098.46 in the aggregate. Uruguay is offering the Bonds contemporaneously with an
Offer to Purchase the Old Bonds. Uruguay intends to use the net proceeds of the sale of the Bonds for general purposes of the government, including
financial investment and the refinancing, repurchase or retiring of domestic and external indebtedness, such as the Old Bonds that are validly tendered and
accepted in the Offer to Purchase.

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RECENT DEVELOPMENTS
The information in this section supplements the information about Uruguay corresponding to the headings below that are contained in Exhibit 99.D
to the 2018 Annual Report, as amended. To the extent that the information included in this section differs from the information set forth in the 2018 Annual
Report, you should rely on the information in this section.
REPÚBLICA ORIENTAL DEL URUGUAY
Foreign Policy and Membership in International and Regional Organizations
On August 23, 2019, Mercosur and the European Free Trade Agreement ("EFTA") concluded in substance the negotiations on a comprehensive free
trade agreement. The agreement covers tariff issues, government purchases, trade in services, intellectual property, trade facilitation, sustainable
development, competition, investment and trade defense, and is intended to increase the flow of Mercosur's exports to the members of EFTA.
GROSS DOMESTIC PRODUCT AND STRUCTURE OF THE ECONOMY
Uruguay's nominal GDP for the 12-month period ended June 30, 2019 totaled Ps.1,891.2 billion, (approximately US$57.3 billion), compared to a
nominal GDP of Ps.1,765.4 billion (approximately US$60.7 billion) for the 12-month period ended June 30, 2018. Gross fixed investment decreased 2.5%
during the 12-month period ended June 30, 2019, compared to a 7.7% decrease during the 12-month period ended June 30, 2018.
The following table sets forth information regarding GDP and expenditures for the periods indicated. The percentage figures included in the table
below are based on 2005 prices (in accordance with the Integral Revision of the National Accounts published by Banco Central in March 2009) to
eliminate distortions introduced by changes in relative prices.
Change in GDP by Expenditure
(% change from previous period, 2005 prices)

January/June


2018/2019(1)
Government consumption


0.8%
Private consumption


(0.2)
Gross fixed investment


(3.0)
Public sector


(5.7)
Private sector


(2.3)
Exports of goods and services


(1.3)
Imports of goods and services


(2.1)




Total GDP


(0.1)%





(1)
Preliminary data.
Source: Banco Central.

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Principal Sectors of the Economy
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