Obligation Comisión Federal de Energía 3.348% ( US200447AH32 ) en USD

Société émettrice Comisión Federal de Energía
Prix sur le marché refresh price now   91.25 %  ▲ 
Pays  Mexique
Code ISIN  US200447AH32 ( en USD )
Coupon 3.348% par an ( paiement semestriel )
Echéance 08/02/2031



Prospectus brochure de l'obligation COMISION FEDERAL DE ELECTRICIDAD US200447AH32 en USD 3.348%, échéance 08/02/2031


Montant Minimal /
Montant de l'émission /
Prochain Coupon 09/08/2026 ( Dans 127 jours )
Description détaillée La Comisión Federal de Electricidad (CFE) est une entreprise publique mexicaine responsable de la génération, du transport et de la distribution d'électricité au Mexique.

L'obligation mexicaine émise par la COMISION FEDERAL DE ELECTRICIDAD (ISIN : US200447AH32), échéant le 08/02/2031, affiche actuellement un prix de marché de 83,5% de sa valeur nominale, un taux d'intérêt de 3,348% avec des paiements semestriels, libellée en USD.







OFFERING MEMORANDUM



Comisión Federal de Electricidad
(a Productive State Enterprise of the Federal Government of the United Mexican States)

U.S.$1,200,000,000 3.348% Notes due 2031
U.S.$800,000,000 4.677% Notes due 2051
jointly and severally guaranteed by
CFE Distribución, CFE Suministrador de Servicios Básicos, CFE Transmisión, CFE Generación I, CFE
Generación II, CFE Generación III, CFE Generación IV, CFE Generación V and CFE Generación VI
(each, a Subsidiary Productive Enterprise of Comisión Federal de Electricidad)
Comisión Federal de Electricidad (the "Issuer"), a productive state enterprise of the Federal Government (the "Mexican
government") of the United Mexican States ("Mexico"), is offering U.S.$1,200,000,000 aggregate principal amount of 3.348% Notes
due 2031(the "2031 notes") and U.S.$800,000,000 aggregate principal amount of 4.677% Notes due 2051 (the "2051 notes" and,
together with the 2031 notes, the "notes"). The 2031 notes will bear interest at the rate of 3.348% per year and will mature on February
9, 2031. The 2051 notes will bear interest at the rate of 4.677% per year and will mature on February 9, 2051. Interest on the notes will
be payable semi-annually in arrears on February 9 and August 9 of each year, beginning on August 9, 2021. The payment of principal of
and interest and Additional Amounts (as defined under "Description of the Notes--Additional Amounts") will be unconditionally and
irrevocably guaranteed jointly and severally by CFE Distribución, CFE Suministrador de Servicios Básicos, CFE Transmisión, CFE
Generación I, CFE Generación II, CFE Generación III, CFE Generación IV, CFE Generación V and CFE Generación VI (each, a
"guarantor" and, collectively, the "guarantors"), each of which is a subsidiary productive enterprise of the Issuer. The Issuer's payment
obligations under the notes, and the payment obligations of the guarantors under their respective guaranties of the notes, will at all times
rank without any preference among themselves and equally with all other unsubordinated public external indebtedness of the Issuer or of
such guarantor, respectively. The Mexican government does not guarantee or secure the Issuer's obligations or those of the guarantors
and has no obligation to pay the principal, interest or any other amounts payable on the notes in the event that the Issuer's cash flows
and/or assets or those of the guarantors are not sufficient to make any such payments. The notes do not grant in any way rights over the
ownership, control or assets of the Issuer or any of the guarantors. The notes will not be secured by any of the Issuer or the guarantors'
assets or properties.
We may redeem the notes, in whole or in part, at any time prior to November 9, 2030 (three months prior the maturity date of
the 2031 notes) in the case of the 2031 notes, and August 9, 2050 (six months prior the maturity date of the 2051 notes) in the case of the
2051 notes by paying the greater of 100% of the principal amount of the notes to be redeemed and the applicable "make whole" premium
amount, plus accrued interest to the redemption date. On or after November 9, 2030 (three months prior the maturity date of the 2031
notes) in the case of the 2031 notes, and August 9, 2050 (six months prior the maturity date of the 2051 notes) in the case of the 2051
notes, we may redeem the notes, in whole or in part, by paying 100% of the principal amount of the notes to be redeemed, plus accrued
interest to the redemption date. On the maturity date, the redemption price of the notes will be 100% of the principal amount of the notes
outstanding plus accrued and unpaid interest to the maturity date. In addition, in the event of certain changes to applicable laws and
regulations or certain changes in the interpretation or application of such laws and regulations that result in an increase in the applicable
rate of Mexican withholding tax in respect of payments of interest under the notes of a series, the Issuer or any guarantor may redeem the
notes of such series, in whole but not in part, prior to maturity, at a price equal to 100% of their principal amount, plus accrued and
unpaid interest to the redemption date (and Additional Amounts, if any). In addition, upon the occurrence of certain fundamental changes
in our ownership or business (including, among others, if the Issuer ceases to be a public sector entity of, or majority-owned by, the
Mexican government), the Issuer will be required to offer to purchase the notes at a price equal to 100% of their principal amount, plus
accrued and unpaid interest to the purchase date. See "Description of the Notes--Redemption and Purchase."
The notes will contain provisions, commonly known as "collective action clauses." Under these provisions, which differ from
the terms of the Issuer's public external indebtedness issued prior to June 16, 2015, the Issuer may amend the payment provisions of any
series of debt securities issued under the indenture (including the notes) and other reserved 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 662/3% 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."
We will apply to admit the notes for listing on the Official List of the Luxembourg Stock Exchange and for trading on the
Euro MTF Market of the Luxembourg Stock Exchange. This offering memorandum constitutes a prospectus for purposes of Part IV of
the Luxembourg law on prospectus for securities dated July 16, 2019.


Investing in the notes involves risks. See "Risk Factors" beginning on page 18.
Issue price per 2031 note: 100.000%, plus accrued interest, if any, from February 9, 2021
Issue price per 2051 note: 100.000%, plus accrued interest, if any, from February 9, 2021
THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM IS
EXCLUSIVELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED
BY THE MEXICAN COMISIÓN NACIONAL BANCARIA Y DE VALORES (NATIONAL BANKING
AND SECURITIES COMMISSION, OR THE "CNBV"). THE NOTES HAVE NOT BEEN AND WILL
NOT BE REGISTERED WITH THE MEXICAN REGISTRO NACIONAL DE VALORES (NATIONAL
SECURITIES REGISTRY) MAINTAINED BY THE CNBV AND, THEREFORE, THE NOTES MAY
NOT BE PUBLICLY OFFERED OR SOLD IN MEXICO. HOWEVER, THE NOTES MAY BE
OFFERED, ON A PRIVATE PLACEMENT BASIS, IN MEXICO TO INVESTORS THAT QUALIFY
AS INSTITUTIONAL OR ACCREDITED INVESTORS UNDER MEXICAN LAW, PURSUANT TO
THE PRIVATE PLACEMENT EXEMPTION SET FORTH IN THE MEXICAN LEY DEL MERCADO
DE VALORES (THE "SECURITIES MARKET LAW"). AS REQUIRED UNDER THE MEXICAN
SECURITIES MARKET LAW, WE WILL NOTIFY THE CNBV OF THE OFFERING OF THE
NOTES OUTSIDE OF MEXICO TO COMPLY WITH ARTICLE 7, SECOND PARAGRAPH, OF
THE MEXICAN SECURITIES LAW AND REGULATIONS THEREUNDER FOR
INFORMATIONAL AND STATISTICAL PURPOSES ONLY, AND THE FILING OR RECEIPT OF
SUCH NOTICE BY THE CNBV IS NOT A REQUIREMENT FOR THE VALIDITY OF THE NOTES
AND DOES NOT IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE
NOTES, OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR
COMPLETENESS OF THE INFORMATION SET FORTH HEREIN.
The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act'"),
or the securities laws of any other jurisdiction, and are being offered only outside the United States to non-U.S. persons in compliance
with Regulation S under the Securities Act. For certain restrictions on the transfer of the notes, see "Transfer Restrictions."
The initial purchasers expect to deliver the notes to purchasers in book-entry form through the facilities of The Depository
Trust Company ("DTC") for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear"), and Clearstream Banking S.A. ("Clearstream"), against payment on or about February 9, 2021.
Global Coordinators and Joint Book-Running Managers
BBVA
Goldman Sachs & Co. LLC
J.P. Morgan
Mizuho Securities
Joint Book-Running Managers
Barclays
Citigroup
Santander
March 4, 2021


TABLE OF CONTENTS

Page
Enforceability of Civil Liabilities ................................................................................................................................ iii
Where You Can Find More Information ..................................................................................................................... iv
Presentation of Financial and Other Information ........................................................................................................... v
Forward-Looking Statements ...................................................................................................................................... vi
Technical Terms Relating to the Electricity Industry ................................................................................................ viii
Summary........................................................................................................................................................................ 1
The Offering ................................................................................................................................................................ 10
Summary Financial and Operating Information .......................................................................................................... 14
Risk Factors ................................................................................................................................................................. 18
Use of Proceeds ........................................................................................................................................................... 31
Exchange Rates............................................................................................................................................................ 32
Capitalization ............................................................................................................................................................... 33
Management's Discussion and Analysis of Financial Condition and Results of Operations ....................................... 34
Comisión Federal de Electricidad ................................................................................................................................ 56
Management ................................................................................................................................................................ 84
Description of the Notes .............................................................................................................................................. 90
Taxation ..................................................................................................................................................................... 110
Form of Notes, Clearing and Settlement .................................................................................................................... 114
Transfer Restrictions .................................................................................................................................................. 117
Plan of Distribution ................................................................................................................................................... 120
Legal Matters ............................................................................................................................................................. 128
Independent Auditors ................................................................................................................................................ 128
Listing and General Information ............................................................................................................................... 129
Index to Financial Statements.................................................................................................................................... F-1

You should carefully review the entire offering memorandum before making an investment decision.
Neither the Issuer nor any of the initial purchasers has authorized anyone to provide you with different information.
The Issuer is offering to sell, and is seeking offers to buy, the notes only in jurisdictions where offers and sales are
permitted. This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
notes by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
Neither the delivery of this offering memorandum nor any sale made under it implies that there has been no change
in our affairs or that the information in this offering memorandum is correct as of any date after the date of this
offering memorandum.

This offering memorandum has been prepared by us solely for use in connection with the placement of the
notes. The Issuer and the initial purchasers reserve the right to reject any offer to purchase for any reason.

Neither the U.S. Securities and Exchange Commission (the "SEC"), the CNBV, any state securities
commission nor any other regulatory authority has approved or disapproved the offering of the notes or the
notes; nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the
accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense.
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. See "Plan of Distribution--
Sales Outside the United States--European Economic Area." 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
United Kingdom. See "Plan of Distribution--Sales Outside the United States--United Kingdom."

You must:

· 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

· obtain any consent, approval or permission required to be obtained by you 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 the Issuer nor any of the initial
purchasers shall have any responsibility therefor.
i



See "Transfer Restrictions" for information on 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 in
this offering memorandum;

· you have not relied on the initial purchasers or any person affiliated with the initial purchasers 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 as contained in this offering memorandum and, if given or made, any such other
information or representation should not be relied upon as having been authorized by us or the initial
purchasers.

The notes may not be transferred or resold, except as permitted under the indenture governing the notes, the
Securities Act and applicable U.S. state securities laws. You may be required to bear the financial risks of this
investment for an indefinite period of time.

We have taken reasonable care to ensure that the information contained in this offering memorandum is
true and correct in all material respects and is not misleading in any material respect as of the date of this offering
memorandum, and that there has been no omission of information that, in the context of the issuance of the notes,
would make any statement of material fact in this offering memorandum misleading in any material respect, in light
of the circumstances existing as of the date of this offering memorandum. We accept responsibility accordingly.

No representation or warranty, express or implied, is made or given by the initial purchasers or the trustee
as to the accuracy, completeness or sufficiency of the information contained in this offering memorandum, and
nothing contained in this offering memorandum is, or shall be relied upon as, a promise, representation or warranty
by the initial purchasers or the trustee. To the fullest extent permitted by law, none of the initial purchasers or the
trustee accepts any responsibility for the contents of this offering memorandum or for any other statement made or
purported to be made by the initial purchasers or the trustee or on their behalf in connection with the Issuer or the
issue and offering of the notes. Each of the initial purchasers and the trustee accordingly disclaims all and any
liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this offering
memorandum or any such statement. This offering memorandum is not intended to provide the basis of any credit or
other evaluation nor should it be considered as a recommendation by the Issuer, the initial purchasers, the trustee or
any other person that any recipient of this offering memorandum should purchase the notes. Each potential
purchaser of the notes should determine for itself the relevance of the information contained in this offering
memorandum and its purchase of the notes should be based upon such investigations with its own tax, legal,
business and financial advisors as it deems necessary. The initial purchasers assume no obligation, responsibility or
liability to update the information contained herein, or to inform investors of any change of the information or any
issues that come to their attention.

In making an investment decision, you must rely on your own examination of us and the terms of the
offering, including the merits and risks involved. See "Risk Factors" for a discussion of certain factors to be
considered in connection with an investment in the notes. Each person receiving this offering memorandum
acknowledges that such person has not relied on the initial purchasers, the trustee or any person affiliated with any
of such persons in connection with its investigation of the accuracy of such information or its investment decision.
By purchasing the notes, you will be deemed to have acknowledged that you have made certain acknowledgments,
representation and agreements as set forth above and under "Transfer Restrictions."

Neither us nor any of the initial purchasers, nor any of our or their respective representatives, is making any
representation to you regarding the legality of an investment in the notes. You should consult with your own
advisors as to legal, tax, business, financial, regulatory and related aspects of an investment in the notes. You must
comply with all laws applicable in any place in which you buy, offer or sell the notes or possess or distribute this
offering memorandum, and you must obtain all applicable consents and approvals. Neither us nor any of the initial
purchasers, nor any of our or their respective representatives shall have any responsibility for any of the foregoing
legal requirements.
ii



ENFORCEABILITY OF CIVIL LIABILITIES
The Issuer is an empresa productiva del Estado (productive state enterprise) of the Mexican government
and the guarantors are empresas productivas subsidiarias (subsidiary productive enterprises) of the Issuer, all of
which have been created under applicable law. The Issuer and the guarantors have irrevocably submitted to the
jurisdiction of the U.S. federal courts located in the Borough of Manhattan in The City of New York and, to the
extent permitted by law, have waived immunity from the jurisdiction of these courts in connection with any action
based upon the notes brought by any holder of notes. The Issuer and the guarantors have, however, reserved the
right to plead immunity under the U.S. Foreign Sovereign Immunities Act of 1976 (the "Foreign Sovereign
Immunities Act") in actions brought against them under the U.S. federal securities laws or any U.S. state securities
laws. Unless the Issuer or the guarantors waive their immunity against such actions, a U.S. court judgment could be
obtained against the Issuer or the guarantors only if a U.S. court were to determine that the Issuer or the guarantors
are not entitled to sovereign immunity under the Foreign Sovereign Immunities Act with respect to that action.

The Issuer's and the guarantors' directors and officers, as well as certain experts named in this offering
memorandum, reside outside the United States, and all or a substantial portion of assets of the Issuer and the
guarantors, and their respective directors and officers, are located outside of the United States. As a result, it may not
be possible for holders of the notes to effect service of process outside of Mexico upon the Issuer or the guarantors,
its or their directors or officers or those experts, or to enforce against such parties judgments of courts located
outside Mexico predicated upon civil liabilities under the laws of jurisdictions other than Mexico, including
judgments predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the
United States.

Neither the Issuer, as a productive state enterprise of the Mexican government, nor the guarantors, as
subsidiary productive enterprises of the Issuer, are subject to the Mexican Ley de Concursos Mercantiles (the
"Commercial Bankruptcy Act") and thus cannot be declared in reorganization or bankrupt (en concurso mercantil o
en quiebra). Under applicable Mexican law, the Issuer may be liquidated and dissolved by the Mexican Congress if
it determines that the Issuer ceases to fulfill the purpose for which the Issuer was created or for any other reason. In
addition, the guarantors may be liquidated and dissolved at any time by the Consejo de Administración of the Issuer
(the "Board of Directors"), upon a proposal of the Issuer's Director General (General Director). In the event that the
Issuer is liquidated and dissolved by the Mexican Congress, or the guarantors are liquidated and dissolved as a result
of a determination made by the Board of Directors, it is uncertain whether or to what extent the rights of holders of
the notes would be honored. The Mexican government does not guarantee the Notes and is not required to assume or
make payments under the Notes.

Under the CFE Law (as defined below), real property owned by the Issuer and the guarantors shall be
deemed to be property of the public domain and, under Articles 6 and 13 of the Ley General de Bienes Nacionales
(General Law of Public Property), neither attachment prior to judgment nor attachment in aid of execution will be
ordered by Mexican courts against any such real property. As a result, a Mexican court would not recognize an
attachment order against any such real property. In addition, under the Constitución Política de los Estados Unidos
Mexicanos (the "Mexican Constitution") and the Ley de la Industria Eléctrica (the "Electric Industry Law"), the
transmission and distribution of electric energy through the Red Nacional de Transmisión (National Transmission
Grid) and the Redes Generales de Distribución (General Distribution Grids), which are deemed a public service, are
reserved to the Mexican government, through us, and to that extent, the assets related thereto may be subject to
immunity. As a result, the ability to enforce judgments against the Issuer or the guarantors in the courts of Mexico
may be substantially limited.

Neither the Issuer nor the guarantors can predict whether Mexican courts would enforce judgments of U.S.
courts based on the civil liability provisions of the U.S. federal securities laws. Therefore, even if a judgment of a
U.S. court against the Issuer or any guarantor were obtained, a holder of notes may not be able to obtain a judgment
in Mexico that is based on that U.S. court judgment. Moreover, a holder of notes may not be able to enforce a
judgment against the property of the Issuer or any guarantor in the United States except under the limited
circumstances specified in the Foreign Sovereign Immunities Act. If an action were to be brought in Mexico seeking
to enforce the obligations of the Issuer or the guarantors under the notes or the guaranty agreement (in respect of the
notes), satisfaction of those obligations may be made in Mexican pesos, pursuant to the laws of Mexico, at the rate
of exchange in effect on the date on which payment is made. Such rate of exchange is currently determined by
Banco de México every business day in Mexico based on an average of wholesale foreign exchange market quotes
and is published on Banco de México's website (www.banxico.org.mx) and the following business banking day in
the Mexican Diario Oficial de la Federación (the "Official Gazette"). See "Exchange Rates."
iii



WHERE YOU CAN FIND MORE INFORMATION
We prepare annual audited consolidated financial statements and quarterly unaudited condensed
consolidated financial information in both Spanish and English. This information is available on our website
(www.cfe.mx). In addition, we are required to file certain annual, quarterly and other reports and information with
the Bolsa Mexicana de Valores, S.A.B. de C.V. (the "BMV") with respect to our debt securities listed on the BMV.
You may inspect and copy these reports and other information related to us at the offices of the BMV located at
Paseo de la Reforma 255, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, C.P. 54124, Ciudad de México, México. Our
BMV filings are available to you on the BMV's website (www.bmv.com.mx).

The Issuer is a productive state enterprise of the Mexican government. However, the Mexican government
does not guarantee or secure the Issuer's obligations and has no obligation to pay the principal or interest on the
notes in the event that the Issuer's cash flows and/or assets are not sufficient to make any such payments.
Macroeconomic and other information relating to the Mexican government is available to the public on the websites
of Banco de México (www.banxico.org.mx), the Mexican Secretaría de Hacienda y Crédito Público (Ministry of
Finance and Public Credit, or the "Ministry of Finance") (www.gob.mx/shcp) and the Mexican Instituto Nacional de
Estadística y Geografía (National Institute of Statistics and Geography, or "INEGI") (www.inegi.org.mx). In
addition, Mexico publishes ongoing reports with the SEC. Such reports are available on the SEC's website
(www.sec.gov).

The information contained in the foregoing websites is not incorporated by reference in this offering
memorandum.
iv



PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Unless otherwise specified or the context otherwise requires, references in this offering memorandum to
"CFE," "we," "us" and "our" are to Comisión Federal de Electricidad, and any subsidiaries that CFE consolidates,
including its subsidiary productive enterprises, all of which will guarantee the notes, and CFE International LLC,
CFEnergía, S.A. de C.V., CFE Intermediación de Contratos Legados, S.A. de C.V., CFE Calificados, S.A. de C.V.
and CFECapital, S. de R.L. de C.V., which are our affiliates (empresas filiales) and are reflected in our consolidated
results, but will not guarantee the notes. References to the "Issuer" are solely to Comisión Federal de Electricidad.

This offering memorandum includes our annual audited consolidated financial statements as of and for the
years ended December 31, 2019, 2018 and 2017 (our "annual financial statements"), and our unaudited condensed
consolidated interim financial statements as of September 30, 2020 and for the nine-month periods ended September
30, 2020 and 2019 (our "interim financial statements" and, together with our annual financial statements, our
"financial statements"). Our interim financial statements have been subject to a limited review by Gossler, S.C., an
independent accounting firm.

Our financial statements are expressed in thousands of Mexican pesos and have been prepared in
accordance with International Financing Reporting Standards ("IFRS"), as adopted by the International Accounting
Standards Board (the "IASB").

For the nine-month period ended September 30, 2020, our non-guarantor affiliates represented
approximately 7.9% of our Adjusted EBITDA and approximately 7.2% of our total assets. For the year ended
December 31, 2019, our non-guarantor affiliates represented approximately 3.7% of our Adjusted EBITDA and
approximately 6.4% of our total assets.

Currency Information
References in this offering memorandum to "U.S.$" and "U.S. dollars" are to the lawful currency of the
United States and references to "Ps." and "Mexican pesos" are to the lawful currency of Mexico. See "Exchange
Rates" for certain historical Mexican peso/U.S. dollar exchange rates.

This offering memorandum contains translations of certain Mexican peso amounts into U.S. dollars at
specified rates solely for the convenience of the reader. Unless otherwise indicated, U.S. dollar equivalent
information for amounts in Mexican pesos is based upon the rate published in the Official Gazette on September 29,
2020 for payment obligations due on September 30, 2020, which was Ps.22.4573 per U.S.$1.00. These translations
should not be construed as representations that the Mexican peso amounts actually represent such U.S. dollar
amounts or that have been or could be converted into U.S. dollars at the rate indicated or any other rate.

Rounding
Certain figures included in this offering memorandum have been rounded for ease of presentation.
Percentage figures included in this offering memorandum have been calculated on the basis of such amounts prior to
rounding, not on the basis of rounded figures. For this reason, percentage amounts in this offering memorandum
may vary from those obtained by performing the same calculations using the figures in our financial statements.
Certain numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that
preceded them due to rounding.

v


FORWARD-LOOKING STATEMENTS
This offering memorandum contains words, such as "believe," "plan," "intend," "estimate," "target,"
"expect," "anticipate," "should," "potential," "seek," "consider," "assume," "forecasts" and similar expressions that
identify forward-looking statements, which reflect our views about future events and financial performance.
Examples of such forward-looking statements include projections or statements as to the following:

·
changes in the legal and regulatory regime applicable to the Mexican electricity sector, or the
interpretation thereof;

·
our future operating revenues, net income (loss), capital expenditures, indebtedness levels or other
financial items or ratios;

·
our plans, objectives or goals, including those related to our competition, regulation and rates;
·
our future financial performance;
·
the future economic performance of Mexico;
·
interest rates, currency exchange rates, restrictions on convertibility, devaluations and foreign
securities markets; and

·
availability and cost of external financing for our operations, which have been affected by the
stress experienced by the global financial markets.

Actual results could differ materially from those projected in such forward-looking statements as a result of
various factors that may be beyond our control. These factors include, but are not limited to:

·
significant economic or political developments in Mexico, particularly developments affecting the
electricity sector;

·
changes in the economic policies or priorities of the Mexican government;
·
changes in our or Mexico's domestic and international credit ratings;
·
interruptions or failures in our operations or technology systems;
·
economic, political and regulatory developments in the United States or elsewhere;
·
legal action initiated by us or our suppliers or contractual counterparties, in connection with
contractual terms and breaches thereunder;

·
adjustments to the rates that we charge our customers;
·
availability of funds under income laws and budgets approved annually for our operations;
·
effects on us from increases in fuel oil or natural gas prices;
·
our inability to meet efficiency or cost reduction objectives or increases in our operating costs;
·
terrorist and organized criminal activities as well as geopolitical events;
·
changes in interest rates or access to sources of financing on competitive terms and inflation
levels;

·
foreign currency exchange fluctuations relative to the U.S. dollar or the Mexican peso and
potential currency exchange control risks;

·
effects on us from competition, including on our ability to hire and retain skilled personnel;

vi


·
the duration and severity of the pandemic caused by the coronavirus identified as SARS-CoV-2
that causes the disease known as COVID-19 ("COVID-19"), as well as the measures adopted by
governments in response thereto, and the potential impact on our business of COVID-19 and such
measures; and

·
changes in our regulatory environment, including tax and environmental regulations, or the
interpretation thereof.

Accordingly, you should not place undue reliance on these forward-looking statements. In any event, these
statements speak only as of their dates, and we undertake no obligation to update or revise any of them, whether as a
result of new information, future events or otherwise.

For a more detailed discussion of important factors that could cause actual results to differ materially from
those contained in any forward-looking statement, see "Risk Factors."
vii



TECHNICAL TERMS RELATING TO THE ELECTRICITY INDUSTRY
"capacity" means the installed capacity an electric system must have to meet peak hour demand plus a
reserve sufficient to cover unplanned outages. Some of our installed capacity is idle during periods when there is
lower demand for energy output and, during those periods, some of the potential output is not generated. Capacity is
generally measured in megawatts.

"demand" means, for an integrated electric system, the amount of power demanded by consumers of energy
at any point in time, including energy lost during transmission and distribution to consumers. It is often expressed in
kilowatts.

"distribution" means the part of the electric power system that takes power from a bulk power substation to
customer switches. It includes distribution substations, circuits that extend from distribution substations to every
distribution transformer, metering equipment and customer location.

"generation" means the production of electricity in the large quantities required to supply electric power
systems in generating stations, or power plants. Generation of electricity is achieved by converting the heat of fuel
(e.g., coal, gas or uranium), the hydraulic energy of water, or other forms of energy (e.g., wind or solar) into electric
energy. A generating station or facility may consist of several independent generating units.

"GW" means gigawatt. One gigawatt equals one billion watts, one million kilowatts or one thousand
megawatts.

"GWh" means gigawatt-hour, or one million kilowatt-hours. The GWh is often used to measure the annual
energy output from large power generators.

"GVA" means gigavolt-amperes. The capacity of our transmission grid is normally measured in terms of
gigavolt-amperes, where one GVA is one billion volt-amperes.

"kW" or "kilowatt" means one thousand watts.

"kWh" means kilowatt-hour, the standard unit of energy used in the electric utility industry to measure
consumption. One kilowatt-hour is the amount of energy that would be produced by a generator producing one
thousand watts for one hour.

"legacy/grandfathered interconnection contracts" refers to interconnection contracts executed with private
generation companies prior to the Mexican Energy Reform, and remained in effect thereafter.

"MW" or "megawatt" means one million watts or one thousand kilowatts.
"MWh" means megawatt-hour, or one thousand kilowatt-hours.
"photovoltaic" means a method of generating electrical power by converting solar radiation into direct
current electricity using semiconductors.

"reserve" means, in the electricity industry, the generating capacity that is accessible on short notice to
meet unplanned increases in demand for electricity or losses of generation capacity.

"substation" means an assembly of equipment through which electrical energy delivered by transmission
circuits is passed in order to convert it to voltages suitable for use by consumers.

"thermal" means a type of electric generating station in which the source of energy for the prime mover or
turbine is heat.

"transmission line" means an electrical connection between two points on a power system for the purpose
of transferring high voltage electrical energy between the points. Generally, a transmission line consists of large
wires, or conductors, held aloft by towers.
viii



Document Outline