OFFERING MEMORANDUM U.S.$665,000,000 3.717% Senior Notes Due 2027 The Government of Bermuda is offering $665,000,000 aggregate principal amount of its 3.717% Senior Notes due 2027. The notes will bear interest at a rate of 3.717% per year, accruing from October 19, 2016. Interest will be payable on January 25 and July 25 of each year, commencing on July 25, 2017. The notes will mature on January 25, 2027, unless earlier redeemed. The Government may redeem the notes, in whole or in part, at any time by paying the greater of the outstanding principal amount of the notes and a “make-whole” amount calculated by the Government. In addition, we may redeem the notes, in whole or in part, at any time on or after October 25, 2026 (three months prior to the maturity date of the notes) at a redemption price equal to 100% of the principal amount of notes to be redeemed, plus accrued and unpaid interest. See “Description of the Notes—Optional Redemption.” The notes will be general, direct, unconditional, unsubordinated and unsecured obligations of the Government and will rank pari passu with all of its other existing and future unsubordinated and unsecured debt. It is understood that this provision will not be construed so as to require the Government to make payments under the notes ratably with payments being made under any other external indebtedness. The notes will be backed by the full faith and credit of the Government. The notes will contain “collective action clauses.” Under these provisions, which differ from the terms of the Government’s Public External Debt issued prior to this offering, the Government may amend the payment provisions of any series of debt securities issued under the indenture (including the notes) 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, 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. See “Description of the Notes— Meetings, Amendments and Waivers.” Application has been made to list the notes on the official list of the Luxembourg Stock Exchange and to trading on the Euro MTF Market (the “Euro MTF Market”). Application has also been made to list the notes on the Bermuda Stock Exchange (the “BSX”). Estera Securities (Bermuda) Limited has been appointed as the BSX listing sponsor for the notes. The BSX takes no responsibility for the contents of this document, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this document. Investing in the notes involves risks. See “Risk Factors” beginning on page 9 of this offering memorandum. _____________________ Offering Price: 99.986%, plus accrued interest, if any, from October 19, 2016. _____________________ The notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes will be offered only to qualified institutional buyers in the United States under Rule 144A of the Securities Act and to persons outside the United States under Regulation S of the Securities Act. For a description of certain restrictions on transfer of the notes, see “Transfer Restrictions” and “Plan of Distribution.” This offering memorandum includes particulars given in compliance with the listing regulations of the Luxembourg Stock Exchange and the BSX for the purpose of providing information with regard to the Government. The notes are expected to be delivered to the purchaser on or about October 19, 2016 in book-entry form only through the facilities of The Depository Trust Company (“DTC”) and its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme. This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 10, 2005, as amended. _____________________ Sole Bookrunner HSBC The date of this offering memorandum is November 23, 2016. TABLE OF CONTENTS Presentation of Economic, Financial and Employment, Union Representation & Statistical Information .......................................iv Salaries ......................................................45 Forward-Looking Statements ....................................v Balance of Payments and Foreign Trade..........47 Summary....................................................................1 Money Supply and Foreign Currency Position......................................................49 Risk Factors...............................................................9 Public Finance .........................................................52 Use of Proceeds .......................................................14 Overview ..........................................................52 Bermuda ..................................................................15 Public Finance Policy.......................................53 Constitution, Government and Legal System and International Annual Budget..................................................54 Cooperation...............................................15 Government Revenue Sources and Tax Military.............................................................19 Policy.........................................................55 Independence....................................................20 Government Expenditures ................................58 Infrastructure ....................................................20 Public Debt.......................................................60 Education..........................................................23 Description of the Notes ..........................................67 Social Welfare ..................................................24 Book-Entry, Delivery and Form..............................80 Litigation ..........................................................25 Transfer Restrictions................................................87 Economy..................................................................27 Enforceability of Civil Liabilities under U.S. Federal Securities Laws and Other Economic Policy...............................................27 Matters..............................................................89 GDP..................................................................27 Taxation...................................................................90 International Affiliations ..................................30 Plan of Distribution .................................................93 Bank Regulations .............................................30 Official Statements ..................................................97 Insurer Solvency...............................................31 Legal Matters...........................................................97 Principal Sectors of the Economy ....................32 General Information ................................................98 _______________________ The information contained in this offering memorandum has been provided by us and other sources identified in this offering memorandum, which we believe to be reliable. No representation or warranty, express or implied, is made by the initial purchaser as to the accuracy or completeness of the information contained in this offering memorandum, and nothing contained in this offering memorandum is, or should be relied upon as, a promise or representation by the initial purchaser, whether as to the past or the future. The notes described in this offering memorandum have not been registered with, recommended by or approved by the U.S. Securities and Exchange Commission (the “SEC”), or any other U.S. federal or state securities commission or regulatory authority, nor has the SEC or any such state securities commission or authority passed upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense. The notes and this offering memorandum have neither been registered with nor approved by any regulatory authority in Bermuda. Each person receiving this offering memorandum is deemed to acknowledge that this offering memorandum does not contain all the information that would be included in a prospectus if this offering were i registered under the Securities Act. In addition, certain information included in this offering memorandum may not conform to the requirements for offerings under the Securities Act. This offering memorandum may be used only for the purposes for which it has been published. You must comply with all applicable laws and regulations in connection with the distribution of this offering memorandum and the offer or sale of the notes. See “Transfer Restrictions.” You are not to construe the contents