Obligation Petromex 5.95% ( USP78625EA73 ) en USD

Petromex

97.64 % ▲

Mexique

USP78625EA73 ( en USD )

5.95% par an ( paiement semestriel )

27/01/2031

Prospectus brochure de l'obligation Pemex USP78625EA73 en USD 5.95%, échéance 27/01/2031

P78625EA7

BBB ( Qualité moyenne inférieure )

B3 ( Très spéculatif )

28/01/2026 ( Dans 78 jours )

Petróleos Mexicanos (PEMEX) est une entreprise publique mexicaine, l'une des plus grandes compagnies pétrolières et gazières au monde, jouant un rôle crucial dans l'économie du Mexique.

L'Obligation émise par Petromex ( Mexique ) , en USD, avec le code ISIN USP78625EA73, paye un coupon de 5.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/01/2031

L'Obligation émise par Petromex ( Mexique ) , en USD, avec le code ISIN USP78625EA73, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Petromex ( Mexique ) , en USD, avec le code ISIN USP78625EA73, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") (WITHIN THE MEANING OF RULE 144A UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR (2) NON-U.S.
PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT)
OUTSIDE THE U.S.
IMPORTANT: You must read the following before continuing. The following applies to the
Preliminary Terms and the accompanying Offering Circular following this page, and you are advised to read
this carefully before reading, accessing or making any other use of the Preliminary Terms and the
accompanying Offering Circular. In accessing the Preliminary Terms and the accompanying Offering
Circular, you agree to be bound by the following terms and conditions, including any modifications to them
any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE
SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE
SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE LAWS OF OTHER JURISDICTIONS. THE PRELIMINARY TERMS AND THE
ACCOMPANYING OFFERING CIRCULAR AND THE OFFER OF THE NOTES BEEN PREPARED
ON THE BASIS THAT ANY OFFER OF NOTES 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 NOTES. THE EXPRESSION "PROSPECTUS REGULATION" MEANS REGULATION
(EU) 2017/1129. THE PRELIMINARY TERMS AND THE ACCOMPANYING OFFERING CIRCULAR
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 THE PURPOSES OF THIS PROVISION, 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 MEDIATION DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY
AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II.
CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU)
NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE
NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA
HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR
OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE
UNLAWFUL UNDER THE PRIIPS REGULATION.

IN THE UNITED KINGDOM THE PRELIMINARY TERMS AND THE ACCOMPANYING OFFERING
CIRCULAR IS ONLY BEING DISTRIBUTED TO PERSONS WHO (I) 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"), (II) ARE PERSONS FALLING WITHIN

ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.") OF THE FINANCIAL PROMOTION ORDER, (III) ARE OUTSIDE THE
UNITED KINGDOM, 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 NOTES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS DOCUMENT 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 DOCUMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
THE FOLLOWING PRELIMINARY TERMS AND THE ACCOMPANYING OFFERING CIRCULAR
MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE
REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR
REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED.
FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE
SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your Representation: In order to be eligible to view this Preliminary Terms and the
accompanying Offering Circular or make an investment decision with respect to the securities, investors
must be either (1) QIBs or (2) non-U.S. persons (within the meaning of Regulation S under the Securities
Act) outside the U.S. This Preliminary Terms and the accompanying Offering Circular is being sent at
your request and by accepting the e-mail and accessing this Preliminary Terms and the accompanying
Offering Circular, you shall be deemed to have represented to us that (1) you and any customers you
represent are either (a) QIBs or (b) non-U.S. persons (within the meaning of Regulation S under the
Securities Act) and that the electronic mail address that you gave us and to which this Preliminary Terms
and the accompanying Offering Circular has been delivered is not located in the U.S., and (2) that you
consent to delivery of such Preliminary Terms and the accompanying Offering Circular by electronic
transmission.

You are reminded that this Preliminary Terms and the accompanying Offering Circular has been
delivered to you on the basis that you are a person into whose possession this Preliminary Terms and the
accompanying Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction
in which you are located and you may not, nor are you authorized to, deliver this Preliminary Terms and the
accompanying Offering Circular to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer
or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires
that the offering be made by a licensed broker or dealer and the Managers or any affiliate of the Managers
is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Managers
or such affiliate on behalf of the issuer in such jurisdiction.

This Preliminary Terms and the accompanying Offering Circular has been sent to you in an electronic
form. You are reminded that documents transmitted via this medium may be altered or changed during
the process of electronic transmission, and consequently neither the Managers, nor any person who controls
them nor any of their directors, officers, employees nor any of their agents nor any affiliate of any such
person accept any liability or responsibility whatsoever in respect of any difference between this Preliminary
Terms and the accompanying Offering Circular distributed to you in electronic format and the hard copy
version available to you on request from the Managers.

FINAL TERMS NO. 1
(To Offering Circular dated October 28, 2019)

Petróleos Mexicanos
(A Productive State-Owned Company of the Federal Government of the United Mexican States)
U.S. $2,500,000,000 5.950% Notes due 2031
Issued Under U.S. $112,000,000,000 Medium-Term Notes Program, Series C
jointly and severally guaranteed by
Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística,
and their respective successors and assignees

The payment of principal of and interest on the 5.950% Notes due 2031 (the "Notes") will be unconditionally and irrevocably guaranteed jointly and severally by Pemex
Exploración y Producción, Pemex Transformación Industrial, and Pemex Logística and their respective successors and assignees (each a "Guarantor" and, collectively, the
"Guarantors"), each of which is a productive state-owned company of the Federal Government (the "Mexican Government") of the United Mexican States ("Mexico"). The payment
obligations of the Issuer (as defined below) under the Notes, and the payment obligations of the Guarantors under their respective guaranties of the Notes, will at all times rank equally
with each other and with all other present and future unsecured and unsubordinated public external indebtedness of the Issuer or such Guarantor. Neither the Notes nor the obligations
of the Guarantors constitute obligations of, or are guaranteed by, the Mexican Government or Mexico.
Petróleos Mexicanos (the "Issuer" and, together with the Guarantors and their consolidated subsidiaries, "PEMEX"), a productive state-owned company of the Mexican
Government, will pay interest on the Notes on January 28 and July 28 of each year, commencing on July 28, 2020. Unless previously redeemed or purchased and cancelled, the Notes
will mature at their principal amount on January 28, 2031. The Notes are subject to redemption in whole, at par, at the option of the Issuer, at any time, in the event of certain changes
affecting Mexican taxes as described under "Description of Notes--Redemption--Tax Redemption" in the accompanying Offering Circular dated October 28, 2019 (the "Offering
Circular"). In addition, prior to the Par Call Date (as defined below), the Issuer may redeem the Notes in whole or in part, at any time, by paying the principal amount of the Notes
plus a "make-whole" amount plus accrued interest. On or after the Par Call Date, the Notes are subject to redemption in whole or in part, at par plus accrued interest, at the option of
the Issuer. See "Description of Notes--Redemption at the option of the Issuer (other than tax redemption)" in this Final Terms. The Issuer intends to apply to list the Notes on the
Luxembourg Stock Exchange and to have the Notes trade on the Euro MTF Market of the Luxembourg Stock Exchange.
The Notes will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to certain of the Issuer's and the Guarantors'
other outstanding public external indebtedness issued prior to October 2004. Under these provisions, which are commonly referred to as "collective action clauses" and are described
under "Description of Notes--Modification and Waiver" in the Offering Circular, in certain circumstances, the Issuer may amend the payment and certain other provisions of the
Notes with the consent of the holders of 75% of the aggregate principal amount of the Notes.
The Issuer has agreed to file an exchange offer registration statement or, under specified circumstances, a shelf registration statement, pursuant to an exchange and registration
rights agreement with respect to its offer to exchange (the "Exchange Offer") the Notes for Exchange Notes (as defined below). If the Issuer fails to comply with specified obligations
under the exchange and registration rights agreement, it will pay additional interest to the holders of the Notes.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 12 of the Offering Circular.
______________
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and are being offered and sold
only (a) to "Qualified Institutional Buyers," as defined in Rule 144A ("Rule 144A") under the Securities Act in compliance with Rule 144A and (b) outside the United States
of America (the "United States") in accordance with Regulation S ("Regulation S") under the Securities Act. For a description of certain restrictions on resale and transfer
of the Notes, see "Plan of Distribution" in this Final Terms and "Notice to Investors" and "Offering and Sale" in the Offering Circular.
The Notes have not been and will not be registered with the National Securities Registry maintained by the Comisión Nacional Bancaria y de Valores (National Banking
and Securities Commission of Mexico, or the "CNBV") and therefore may not be offered or sold publicly in Mexico. As required under the Ley del Mercado de Valores
(Securities Market Law), the Issuer will give notice to the CNBV of the offering of the Notes for informational purposes only. The delivery to, and receipt by, the CNBV of
such notice does not certify the investment quality of the Notes or the solvency of the Issuer or the Guarantors. The information contained in the Offering Circular and this
Final Terms is the sole responsibility of the Issuer, and the CNBV has not reviewed or authorized the content of the Offering Circular or this Final Terms.

ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS
REGULATION (AS DEFINED BELOW) MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS REGULATION).
______________
Issue Price of the Notes: 100.000% plus accrued interest, if any, from and including January 28, 2020, the expected delivery date.
____________

The Managers expect to deliver the Notes on or about January 28, 2020.

Joint Bookrunners

Barclays
BBVA
BNP PARIBAS
J.P. Morgan

Morgan Stanley
MUFG
Scotiabank
SMBC Nikko

January 21, 2020

This Final Terms is supplemental to the Offering Circular. This document should be read in
conjunction with the Offering Circular and all information incorporated therein by reference. Information
contained in this Final Terms updates and/or revises comparable information contained in the Offering
Circular. Terms defined in the Offering Circular have the same meaning when used in this Final Terms.
The Issuer and the Guarantors are responsible for the information contained and incorporated by
reference in this Final Terms and the Offering Circular. None of the Issuer or the Guarantors has authorized
anyone to provide you with any other information, nor takes any responsibility for any other information
that others may provide to you. None of the Issuer, the Guarantors or the Managers (as defined below in
"Plan of Distribution") is making an offer of these Notes in any jurisdiction where the offer is not permitted.
You should not assume that the information contained in this Final Terms and the Offering Circular is
accurate as of any date other than the dates on the front of this Final Terms and the Offering Circular.
_______________________

TABLE OF CONTENTS

Final Terms No. 1
Page
Description of Notes ................................................................................................................................ S-6
Exchange Offer; Registration Rights ..................................................................................................... S-12
Recent Developments ............................................................................................................................ S-14
Plan of Distribution................................................................................................................................ S-15
Validity of the Notes .............................................................................................................................. S-22
General Information............................................................................................................................... S-23

_______________________
This Final Terms and the Offering Circular have been prepared by the Issuer solely for use in
connection with the proposed offering of the Notes.

S-3

The Managers make no representation or warranty, express or implied, as to the accuracy or the
completeness of the information contained in this Final Terms and the Offering Circular. Nothing in this
Final Terms or the Offering Circular is, or shall be relied upon as, a promise or representation by the
Managers as to the past or future. The Issuer has furnished the information contained in this Final Terms
and in the Offering Circular.
Neither the United States Securities and Exchange Commission (the "Commission"), any state
securities commission, nor any other U.S. regulatory authority, has approved or disapproved the Notes nor
have any of the foregoing authorities passed upon or endorsed the merits of this Final Terms or the Offering
Circular. Any representation to the contrary is a criminal offense.
No representation or warranty is made or implied by the Managers or any of their respective
affiliates, and neither the Managers nor any of their respective affiliates make any representation or
warranty, or accept any responsibility, as to the accuracy or completeness of the information contained in the
Offering Circular, as supplemented by this Final Terms. Neither the delivery of the Offering Circular nor
this Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any
implication that the information contained in the Offering Circular, as supplemented by this Final Terms, is
true subsequent to the date hereof or that there has been no adverse change in the financial situation of the
Issuer or the Guarantors since the date hereof or that any other information supplied in connection with the
U.S. $112,000,000,000 Medium-Term Notes Program, Series C, is correct at any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same.
In making an investment decision, prospective investors must rely on their own examination of the
Issuer, the Guarantors and the terms of the offering, including the merits and risks involved. Prospective
investors should not construe anything in this Final Terms or the Offering Circular as legal, business or tax
advice. Each prospective investor should consult its own advisors as needed to make its investment decision
and to determine whether it is legally permitted to purchase the Notes under applicable legal investment or
similar laws or regulations. Investors should be aware that they may be required to bear the financial risks
of this investment for an indefinite period of time.
This Final Terms and the Offering Circular contain summaries believed to be accurate with respect
to certain documents, but reference is made to the actual documents for complete information. All such
summaries are qualified in their entirety by such references. Copies of documents referred to herein will be
made available to prospective investors upon request to the Issuer or the Managers.
Neither this Final Terms nor the Offering Circular constitutes an offer of, or an invitation by or on
behalf of the Issuer or the Guarantors to subscribe for or purchase any of the Notes. The distribution of this
Final Terms and the Offering Circular and the offering of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Final Terms and the Offering Circular come are required by the
Issuer, the Guarantors and the Managers to inform themselves about and to observe any such restrictions.
For a description of certain further restrictions on offers and sales of the Notes and distribution of this Final
Terms and the Offering Circular, see "Plan of Distribution" in this Final Terms and "Offering and Sale" in
the Offering Circular.
All references in this Final Terms to "U.S. dollars," "USD" or "U.S. $" are to the lawful currency of
the United States and all references to "pesos" or "Ps." are to the lawful currency of Mexico.
In connection with the issue of the Notes, J.P. Morgan Securities LLC (the "Stabilizing Manager")
(or any person acting on behalf of the Stabilizing Manager) may over-allot Notes or effect transactions with a
view to supporting the market price of the Notes during the stabilization period at a level higher than that
which might otherwise prevail. However, stabilization action may not occur. Any stabilization action may
begin on or after the date on which adequate public disclosure of the final terms of the offer of the Notes is
made and, if begun, may be discontinued at any time, but it must end no later than 30 calendar days after the
date on which the Issuer received the proceeds of the issue, or no later than 60 calendar days after the date of
allotment of the relevant Notes, whichever is the earlier. Any stabilization action or over-allotment must be
conducted by the Stabilizing Manager (or any person acting on behalf of the Stabilizing Manager) in
accordance with all applicable laws and rules.

S-4

_______________________
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Final Terms has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area will be made pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to
make an offer in that Member State of Notes which are the subject of the offering contemplated in this Final
Terms may only do so to legal entities which are qualified investors as defined in the Prospectus Regulation,
provided that no such offer of Notes shall require the Issuer or any of the Managers to publish a prospectus
pursuant to the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer.
Neither the Issuer, nor the Managers have authorized, nor do they authorize, the making of any offer
of Notes to any legal entity which is not a qualified investor as defined in the Prospectus Regulation. Neither
the Issuer nor the Managers have authorized, nor do they authorize, the making of any offer of Notes through
any financial intermediary, other than offers made by the Managers, which constitute the final placement of
the Notes contemplated in this Final Terms. The expression "Prospectus Regulation" means Regulation (EU)
2017/1129 (as amended or superseded).
The Notes 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. 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 Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of
Directive (EU) 2017/1129 (as amended, the "Insurance Mediation 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. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the European Economic Area has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the
European Economic Area may be unlawful under the PRIIPs Regulation.
_______________________
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This document is for distribution only to persons who (i) 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"), (ii) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial
Promotion Order, (iii) are outside the United Kingdom, 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 notes may otherwise lawfully be communicated
or caused to be communicated (all such persons together being referred to as "relevant persons"). This
document 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 document relates is available only to
relevant persons and will be engaged in only with relevant persons.
S-5

DESCRIPTION OF NOTES
The following items under this heading "Description of Notes" are the particular terms which relate to the
Notes that are the subject of this Final Terms.
1.
Series No.:
1
2.
Principal Amount:
U.S. $2,500,000,000

3.
Issue Price:
100.000%, plus accrued interest, if any, from and including
January 28, 2020, the expected delivery date

4.
Issue Date:
January 28, 2020
5.
Form of Notes:
Registered Notes
The Notes are to be issued pursuant to the indenture dated
January 27, 2009 (the "Indenture") between the Issuer and
Deutsche Bank Trust Company Americas (the "Trustee"), as
amended and supplemented by (i) the first supplemental
indenture, dated as of June 2, 2009, among the Issuer, the Trustee
and Deutsche Bank AG, London Branch, as international paying
and authenticating agent, (ii) the second supplemental indenture,
dated as of October 13, 2009, among the Issuer, the Trustee,
Credit Suisse AG, as principal Swiss paying and authenticating
agent, and BNP Paribas (Suisse) SA, as an additional Swiss
paying agent, (iii) the third supplemental indenture, dated as of
April 10, 2012, among the Issuer, the Trustee and Credit
Suisse AG, as Swiss paying and authenticating agent, (iv) the
fourth supplemental indenture, dated as of June 24, 2014,
between the Issuer and the Trustee, (v) the fifth supplemental
indenture, dated as of October 15, 2014 between the Issuer and
the Trustee, (vi) the sixth supplemental indenture, dated as of
December 8, 2015, among the Issuer, the Trustee, BNP Paribas
(Suisse) SA, as principal Swiss paying and authenticating agent,
and Credit Suisse AG, as an additional Swiss paying agent,
(vii) the seventh supplemental indenture, dated as of June 14,
2016, among the Issuer, the Trustee, Credit Suisse AG, as
principal Swiss paying and authenticating agent, and UBS AG, as
an additional Swiss paying agent, (viii) the eighth supplemental
indenture, dated as of February 16, 2018, between the Issuer and
the Trustee, and (ix) the ninth supplemental indenture, dated as of
June 4, 2018, among the Issuer, the Trustee, BNP Paribas
(Suisse) SA, as principal Swiss paying and authenticating agent
and UBS AG, as an additional Swiss paying agent. See
"Description of Notes."
6.
Authorized Denomination(s):
U.S. $10,000 and integral multiples of U.S. $1,000 in excess
thereof
7.
Specified Currency:
U.S. dollars
8.
Stated Maturity Date:
January 28, 2031
9.
Interest Basis:
Fixed Rate Notes
10.
Interest Commencement Date (if

S-6

different from the Issue Date):
N/A
11.
Fixed Rate Notes:

(a)
Interest Rate:
5.950% per annum, payable semi-annually in arrears

(b)
Interest Payment Date(s):
January 28 and July 28 of each year, commencing on July 28,
2020.

(c)
Fixed Rate Day Count

Fraction:
30/360
12.
Discount Notes:
No
13.
Redemption at the Option of the Issuer Prior to the Par Call Date (as defined below), the Issuer will have
(Other than Tax Redemption):
the right at its option to redeem the Notes, in whole or in part, at
any time or from time to time, at a redemption price equal to the
principal amount thereof plus the Make-Whole Amount (as
defined below), plus accrued interest, if any, on the principal
amount of the Notes to be redeemed to the date of redemption.
On or after the Par Call Date, the Issuer will have the right at its
option to redeem the Notes, in whole or in part, at any time or
from time to time, at a redemption price equal to the principal
amount thereof plus accrued interest, if any, on the principal
amount of the Notes to be redeemed to the date of redemption.
"Par Call Date" means October 28, 2030 (the date that is three
months prior to the stated maturity of the Notes).
"Make-Whole Amount" means the excess of (i) the sum of the
present values of the Remaining Payments (as defined below),
discounted to the redemption date on a semi-annual basis
(assuming a 360 day year consisting of twelve 30 day months) at
the applicable Treasury Rate plus 50 basis points over (ii) the
principal amount of such Notes.

"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to
maturity or interpolated maturity of the Comparable Treasury
Issue (as defined below), assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price (as defined below) for
such redemption date.

"Comparable Treasury Issue" means the United States Treasury
security or securities selected by an Independent Investment
Banker (as defined below) as having an actual or interpolated
maturity comparable to the Par Call Date of the Notes that would
be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate
debt securities of a comparable maturity to the Par Call Date of
the Notes.

"Independent Investment Banker" means one of the Reference
Treasury Dealers (as defined below) appointed by the Issuer.

"Comparable Treasury Price" means, with respect to any
redemption date, the average of the Reference Treasury Dealer
S-7

Quotations (as defined below) for such redemption date.

"Reference Treasury Dealer" means each of Barclays Capital
Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC,
Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc., or
their affiliates which are primary United States government
securities dealers, and their respective successors; provided that if
any of the foregoing shall cease to be a primary United States
government securities dealer in the City of New York (a "Primary
Treasury Dealer"), the Issuer will substitute therefor another
Primary Treasury Dealer.

"Reference Treasury Dealer Quotation" means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 3:30 p.m.
New York City time on the third business day preceding such
redemption date.
"Remaining Payments" means each remaining scheduled
payment of principal and interest on the Notes to be redeemed
(exclusive of interest accrued to the date of redemption) that
would be due after the related redemption date as if such Notes
were redeemed on the Par Call Date.
14.
Repayment at the Option of the

Holders:
No
15.
Indexed Notes:
No
16.
Registration Rights; Exchange Offer:
Pursuant to an exchange and registration rights agreement to be
entered into among the Issuer and the Managers (the
"Registration Rights Agreement"), the Issuer will agree to use its
best efforts to (a) file with the Commission a registration
statement (an "Exchange Offer Registration Statement") on an
appropriate form under the Securities Act, with respect to its
Exchange Offer to exchange the Notes for new 5.950% notes due
2031 of the Issuer ("Exchange Notes") with terms substantially
identical to the Notes (subject to certain exceptions), on or before
September 30, 2020, (b) have such registration statement declared
effective under the Securities Act on or before March 1, 2021 and
(c) consummate the Exchange Offer on or before April 5, 2021.
In the event that applicable law, regulation or policy of the
Commission does not allow the consummation of the Exchange
Offer, or upon the occurrence of certain other conditions, the
Issuer will use its best efforts to file with the Commission a
"shelf" registration statement covering resales of the Notes by the
holders thereof; provided that the Issuer shall not be required to
file a "shelf" registration statement during any period prior to
August 1 or after September 30 of any calendar year. With
respect to any Notes, if a Registration Default (as defined herein)
relating to the filing or declaration of effectiveness of a
registration statement or the related Exchange Offer occurs, the
per annum interest rate on all outstanding Notes or, in the case of
all other Registration Defaults, the per annum interest rate on the
Notes to which such Registration Default relates, will increase by
0.25% per annum with respect to each 90-day period during the
existence of such failure, until all Registration Defaults are cured,
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up to an aggregate maximum of 1.00% per annum over the
interest rate shown on the cover page of this Final Terms;
provided that any such additional interest on the Notes will cease
to accrue on the later of (i) the date on which such Notes become
freely transferable pursuant to Rule 144 under the Securities Act
and (ii) the date on which the Barclays Capital Inc. U.S.
Aggregate Bond Index is modified to permit the inclusion of
freely transferable securities that have not been registered with
the Commission. See "Exchange Offer; Registration Rights"
below.
17.
Additional Provisions Relating to the
The Issuer reserves the right to increase the size of the issue of
Notes:
the Notes, or from time to time, without the consent of the
holders of the Notes, create and issue further securities having
substantially the same terms and conditions thereof, except for
the Issue Price, Issue Date and amount of the first payment of
interest, which additional securities may be consolidated and
form a single series with the Notes; provided that such additional
securities do not have, for purposes of U.S. federal income
taxation, a greater amount of original issue discount than the
Notes have on the date of issue of such additional securities.

18.
Ranking of the Notes and Guaranties:
The payment obligations of the Issuer under the Notes, and the
payment obligations of the Guarantors under their respective
guaranties of the Notes, will at all times rank equally with each
other and with all other present and future unsecured and
unsubordinated public external indebtedness of the Issuer or such
Guarantor.

Other Relevant Terms
19.
Listing/Trading:
Listing: Luxembourg Stock Exchange
Trading: Euro MTF Market of the Luxembourg Stock Exchange
20.
Syndicated:
Yes
21.
If Syndicated:

(a) Joint Bookrunners:
Barclays Capital Inc.
BBVA Securities Inc.
BNP Paribas Securities Corp.
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
MUFG Securities Americas Inc.
Scotia Capital (USA) Inc.
SMBC Nikko Securities America, Inc.

(b) Stabilizing Manager:
J.P. Morgan Securities LLC

22.
Identity of Managers:
See "Plan of Distribution" below

23.
Listing Agent:
Banque Internationale à Luxembourg S.A.
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