Obligation Petromex 5.75% ( US706451BF73 ) en USD

Petromex

100 % ⇌

Mexique

US706451BF73 ( en USD )

5.75% par an ( paiement semestriel )

15/12/2015 - Obligation échue

Prospectus brochure de l'obligation Pemex US706451BF73 en USD 5.75%, échue

10 000 USD

1 749 457 000 USD

706451BF7

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 US706451BF73, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2015

Luxembourg Listing Circular

Pemex Project Funding Master Trust
Listing of
U.S. $758,711,000 5.75% Guaranteed Notes due 2015 (ISIN Number US706451BF73)
U.S. $750,995,000 6.625% Guaranteed Bonds due 2035 (ISIN Number US706451BG56)

unconditionally guaranteed by
Petróleos Mexicanos

The payment of principal and interest on the 5.75% Guaranteed Notes due 2015 and the 6.625% Guaranteed Bonds
due 2035 (collectively, the "securities") is unconditionally guaranteed by Petróleos Mexicanos, a decentralized
public entity of the Federal Government of the United Mexican States. We refer to Petróleos Mexicanos as the
guarantor.
Three of the four subsidiary entities of Petróleos Mexicanos guarantee its obligations as guarantor of the securities.
These subsidiary entities are Pemex-Exploration and Production, Pemex-Refining and Pemex-Gas and Basic
Petrochemicals; we refer to them as the subsidiary guarantors.
The securities contain provisions regarding acceleration and future modifications to their terms that differ from those
applicable to certain of the outstanding debt securities of the Pemex Project Funding Master Trust, which we refer to
as the issuer, and certain of the outstanding debt securities of Petróleos Mexicanos issued prior to October 2004.
Under these provisions, in certain circumstances, the issuer and the guarantor may amend the payment and certain
other provisions of an issue of securities with the consent of the holders of 75% of the aggregate principal amount of
such securities.
INVESTMENT IN THE SECURITIES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 12.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY STATE
SECURITIES COMMISSION IN THE UNITED STATES HAS APPROVED OR DISAPPROVED THE
SECURITIES, NOR HAVE THEY DETERMINED THAT THIS LISTING CIRCULAR IS TRUTHFUL
AND COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Listing Circular is December 8, 2006

The securities were issued by the Pemex Project Funding Master Trust in connection with its offers to exchange
U.S. $759,254,000 of its 5.75% Guaranteed Notes due 2015 and U.S. $751,995,000 6.625% of its Guaranteed Bonds
due 2035, in accordance with the terms set forth in a prospectus dated November 3, 2006, as filed with the SEC on
November 3, 2006.
The exchange offer expired on December 4, 2006 and the securities were issued on December 7, 2006. This
Luxembourg Listing Circular (the "Listing Circular") constitutes the Listing Particulars for the purpose of the listing
of the Notes on the Luxembourg Stock Exchange and the admission to trading of the Notes on Euro MTF market of
the Luxembourg Stock Exchange (the "Euro MTF").
The distribution of this Listing Circular or any part hereof may be restricted by law. Each person into whose
possession this Listing Circular or any part hereof comes must comply with all applicable laws and
regulations in force to which it is subject in any jurisdiction in which it purchases, offers, sells or exchanges
the Notes and must obtain any consent, approval or permission required by any such laws and regulations,
and we will not have any responsibility therefor. We require persons into whose possession this Listing
Circular or any part hereof comes to inform themselves about and to observe any such restrictions.

TABLE OF CONTENTS
Page

Available Information ..................................................................................................................................1
Currency of Presentation..............................................................................................................................2
Presentation of Financial Information..........................................................................................................3
Summary ......................................................................................................................................................4
Selected Financial Data................................................................................................................................9
Risk Factors ...............................................................................................................................................12
Forward-Looking Statements.....................................................................................................................18
Ratio of Earnings to Fixed Charges ...........................................................................................................20
Capitalization of PEMEX ..........................................................................................................................21
Recent Developments ................................................................................................................................21
Pemex Project Funding Master Trust.........................................................................................................34
Subsidiary Guarantors................................................................................................................................36
Description of the Securities ......................................................................................................................38
Book Entry; Delivery and Form.................................................................................................................58
Public Official Documents and Statements ...............................................................................................61
Responsible Persons...................................................................................................................................61
General Information...................................................................................................................................62
Annex A--Petróleos Mexicanos, Subsidiary Entities and
Subsidiary Companies Condensed Consolidated
Financial Statements as of June 30, 2006 and December 31, 2005
and for the Six Month Periods Ended June 30, 2006 and 2005.........................................................A-1

Terms such as "we," "us" and "our" generally refer to Petróleos Mexicanos and its consolidated
subsidiaries, unless the context otherwise requires.
Petróleos Mexicanos, as guarantor, has registered the securities with the Sección Especial (the
Special Section) of the Registro Nacional de Valores (the National Registry of Securities, or the
"Registry") maintained by the Comisión Nacional Bancaria y de Valores (National Banking and
Securities Commission, or the "CNBV") of the United Mexican States ("Mexico"), which is a
requirement under the Ley de Mercado de Valores (the Securities Market Law) in connection with an
offering outside of Mexico by a Mexican issuer. Registration of the securities with the Special
Section of the Registry does not imply any certification as to the investment quality of the securities,
the solvency of the issuer, the guarantor or the subsidiary guarantors or the accuracy or completeness
of the information contained in this Listing Circular. Furthermore, the information included in this
Listing Circular is the sole responsibility of the issuer, the guarantor and the subsidiary guarantors
(and not our managing trustee) and has not been reviewed or authorized by the CNBV of Mexico.
The securities have not been registered with the Sección de Valores (the Securities Section) of the
Registry and, consequently, may not be publicly offered or sold in Mexico. Any Mexican investor
who acquires the securities from time to time must rely on its own examination of the issuer, the
guarantor and the subsidiary guarantors.
You should rely only on the information provided in this Listing Circular. We have authorized
no one to provide you with different information. You should not assume that the information in this
Listing Circular is accurate as of any date other than the date on the front of the document.

AVAILABLE INFORMATION
Separate financial statements of the Pemex Project Funding Master Trust have not been included
in this Listing Circular. Petróleos Mexicanos does not believe that these financial statements would
be material to you because (1) Petróleos Mexicanos, an SEC reporting company, is the sole
beneficiary of the issuer, (2) the issuer has no independent operations, and (3) Petróleos Mexicanos
has fully and unconditionally guaranteed the issuer's obligations under the securities.
In its filings under the Securities Exchange Act of 1934, as amended, a footnote to Petróleos
Mexicanos' annual financial statements states that the issuer is consolidated with Petróleos
Mexicanos, and that the guarantee, when taken together with the indenture, the trust agreement of the
issuer and Petróleos Mexicanos' obligations to pay all fees and expenses of the issuer, constitutes a
full and unconditional guarantee by Petróleos Mexicanos of the issuer's obligations under the
securities.
We have filed a registration statement with the SEC on Form F-4 covering the securities. This
Listing Circular does not contain all of the information included in the registration statement. Any
statement made in this Listing Circular concerning the contents of any contract, agreement or other
document is not necessarily complete. If we have filed any of those contracts, agreements or other
documents as an exhibit to the registration statement, you should read the exhibit for a more complete
understanding of the document or matter involved. Each statement regarding a contract, agreement or
other document is qualified in its entirety by reference to the actual document.
Petróleos Mexicanos is required to file periodic reports and other information (File No. 0-99)
with the SEC under the Securities Exchange Act of 1934, as amended. We will also furnish other
reports as we may determine appropriate or as the law requires. You may read and copy the
registration statement, including the attached exhibits, and any reports or other information we file, at
1

the SEC's public reference room in Washington, D.C. You can request copies of these documents,
upon payment of a duplicating fee, by writing to the SEC's Public Reference Section at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. In addition, any filings we make
electronically with the SEC will be available to the public over the Internet at the SEC's website at
http://www.sec.gov under the name "Mexican Petroleum."
You may also obtain copies of these documents at the offices of the Luxembourg listing agent,
Kredietbank S.A. Luxembourgeoise.
The SEC allows Petróleos Mexicanos to "incorporate by reference" information it files with the
SEC, which means that Petróleos Mexicanos can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be part of this
Listing Circular, and later information filed with the SEC will update and supercede this information.
We incorporate by reference the documents listed below:
·
Petróleos Mexicanos' annual report on Form 20-F for the year ended December 31, 2005, and
Amendment No. 1 thereto, which we refer to collectively as the "Form 20-F;" and
·
Petróleos Mexicanos' report relating to our unaudited condensed consolidated results for the
nine months ended September 30, 2006, furnished to the SEC on Form 6-K on November 1,
2006.
You may request a copy of any document that is incorporated by reference in this Listing Circular
and that has not been delivered with this Listing Circular, at no cost, by writing or telephoning
Petróleos Mexicanos at: Gerencia Jurídica de Finanzas, Avenida Marina Nacional No. 329, Colonia
Huasteca, México D.F. 11311, telephone (52-55) 1944-9325, or by contacting our managing trustee at
the address indicated on the inside back cover of this Listing Circular or by contacting our
Luxembourg listing agent at the address indicated on the inside back cover of this Listing Circular, as
long as any of the securities are admitted to trading on the Euro MTF, and the rules of such stock
exchange so require.

CURRENCY OF PRESENTATION
References in this Listing Circular to "U.S. dollars," "U.S. $," "dollars" or "$" are to the lawful
currency of the United States of America. References in this Listing Circular to "pesos" or "Ps." are
to the lawful currency of Mexico. We use the term "billion" in this Listing Circular to mean one
thousand million.
This Listing Circular contains translations of certain peso amounts into U.S. dollars at specified
rates solely for your convenience. You should not construe these translations as representations that
the peso amounts actually represent the actual U.S. dollar amounts or could be converted into U.S.
dollars at the rate indicated. Unless we indicate otherwise, the U.S. dollar amounts have been
translated from pesos at an exchange rate of Ps. 10.7777 to U.S. $1.00, which is the exchange rate
that the Secretaría de Hacienda y Crédito Público (the Ministry of Finance and Public Credit)
instructed us to use on December 31, 2005.
On December 7, 2006, the noon buying rate for cable transfers in New York reported by the
Federal Reserve Bank of New York was Ps. 10.8675 = U.S. $1.00.

2

PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of PEMEX as of December 31, 2004 and 2005 and
for each of the three years ended December 31, 2003, 2004 and 2005 are included in Item 18 of the
Form 20-F incorporated by reference in this Listing Circular and the registration statement covering
the securities. We refer to these financial statements as the 2005 financial statements. These
consolidated financial statements were prepared in accordance with accounting principles generally
accepted in Mexico, or "Mexican GAAP," and are presented in constant pesos with purchasing power
at December 31, 2005.

The 2005 financial statements were reconciled to United States generally accepted accounting
principles, or "U.S. GAAP." Mexican GAAP differs in certain significant respects from U.S. GAAP;
the differences that are material to the 2005 financial statements are described in Note 20 to the 2005
financial statements.

We also include condensed consolidated interim financial statements of PEMEX for the six-
month period ended June 30, 2006 (the "2006 interim financial statements"), which is not audited and
was prepared in accordance with Mexican GAAP.

The 2006 interim financial statements were reconciled to U.S. GAAP. Mexican GAAP differs in
certain significant respects from U.S. GAAP; the differences that are material to the 2006 interim
financial statements are described in Note 15 to the 2006 interim financial statements.

In addition, we have incorporated by reference the unaudited condensed consolidated results for
the nine months ended September 30, 2006, as furnished to the SEC on Form 6-K on November 1,
2006.

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SUMMARY
The following summary highlights selected information from this Listing Circular and may not
contain all of the information that is important to you. This Listing Circular includes specific terms
of the securities we are offering, as well as information regarding our business and detailed financial
data. We encourage you to read this Listing Circular in its entirety.
The Issuer
Mexicanos and each of the subsidiary
entities are decentralized public entities of
The issuer, Pemex Project Funding
Mexico and legal entities empowered to own
Master Trust, is a Delaware statutory trust
property and carry on business in their own
established by Petróleos Mexicanos pursuant
names. In addition, a number of subsidiary
to the terms of a trust agreement dated as of
companies, including Pemex Project
November 10, 1998 among The Bank of
Funding Master Trust, are incorporated into
New York, as managing trustee, The Bank
the consolidated financial statements. We
of New York (Delaware), as Delaware
refer to Petróleos Mexicanos, the subsidiary
Trustee and Petróleos Mexicanos, as sole
entities and the consolidated subsidiary
beneficiary, as amended. The issuer is a
companies as PEMEX, and together they
financing vehicle for the long-term
comprise Mexico's state oil and gas
productive infrastructure projects of
company.
Petróleos Mexicanos, which we refer to as
PIDIREGAS. The Delaware office of the
Description of the Securities
issuer is The Bank of New York (Delaware),
502 White Clay Center, Route 273, P. O.
Issuer
Box 6973, Newark, DE 19711, telephone:
Pemex Project Funding Master Trust.
(302) 283-8648; the office of the managing
trustee of the issuer is The Bank of New
Guarantors
York, Corporate Trust, Global Structured
Finance Unit, 101 Barclay Street, Floor 21
Petróleos Mexicanos will
West, New York, NY 10286, telephone
unconditionally guarantee the payment of
(212) 495-1784.
principal and interest on the securities. We
call this the guarantee.
PEMEX
Each of Pemex-Exploration and
Petróleos Mexicanos is a decentralized
Production, Pemex-Refining and Pemex-Gas
public entity of the federal government of
and Basic Petrochemicals will, jointly and
the United Mexican States ("Mexico"). The
severally, guarantee Petróleos Mexicanos'
Mexican Congress established Petróleos
payment obligations under its guaranty of
Mexicanos on June 7, 1938 in conjunction
the securities. We call these the subsidiary
with the nationalization of the foreign oil
guaranties.
companies then operating in Mexico. Its
operations are carried out through four
Securities Listed
principal subsidiary entities, which are
Pemex-Exploración y Producción
·
U.S. $758,711,000 aggregate
(Pemex-Exploration and Production),
principal amount of 5.75%
Pemex-Refinación (Pemex-Refining),
Guaranteed Notes due 2015, or
Pemex-Gas y Petroquímica Básica
"5.75% notes", and
(Pemex-Gas and Basic Petrochemicals) and
Pemex-Petroquímica
·
U.S. $750,995,000 aggregate
(Pemex-Petrochemicals). Petróleos
principal amount of 6.625%
4

Guaranteed Bonds due 2035, or
The 6.625% bonds will accrue interest at
"6.625% bonds."
6.625% per year, accruing from June 15,
2006.
The securities were issued by the issuer
upon the consummation of its offers to
Interest Payment Dates
exchange U.S. $759,254,000 of its 5.75%
notes due 2015 (ISIN Nos. US70645JAS15
·
for the 5.75% notes, June 15 and
(Rule 144A), US70645KAS87 (Regulation
December 15 of each year, and
S), US70645JAP75 (Rule 144A) and
US70645KAP49 (Regulation S)) (the "old
·
for the 6.625% bonds, June 15 and
notes") and U.S. $751,995,000 of its 6.625%
December 15 of each year.
bonds due 2035 (ISIN Nos. US70645JAT97
Consolidation with Other Securities
(Rule 144A), US70645KAT60 (Regulation
S), US70645JAQ58 (Rule 144A) and
The 5.75% notes will be consolidated to
US70645KAQ22 (Regulation S)) (the "old
form a single series with, and will be fully
bonds). The form and terms of each series
fungible with, the U.S. $990,746,000
of securities are the same as the form and
principal amount of our outstanding 5.75%
terms of the corresponding series of old
guaranteed notes due 2015 which we issued
securities already listed on the Euro MTF,
in February 2006 upon the consummation of
except that:
the exchange offers that we commenced in
January 2006.
·
the securities described in this
Listing Circular were registered
The 6.625% bonds will be consolidated
under the Securities Act and
to form a single series with, and be fully
therefore do not bear legends
fungible with, the U.S. $498,005,000
restricting their transfer,
principal amount of our outstanding 6.625%
guaranteed bonds due 2035 which we issued
·
holders of the securities described in
in February 2006 upon the consummation of
this Listing Circular will not be
the exchange offers that we commenced in
entitled to some of the benefits of
January 2006.
the registration rights agreement,
and
Further Issues
·
we did not issue the securities under
We may, without your consent, increase
our medium-term note program.
the size of the issue of any of the series of
securities or create and issue additional
The securities described in this Listing
securities with either the same terms and
Circular will evidence the same debt as the
conditions or the same except for the issue
old notes and the old bonds.
price, the issue date and the amount of the
first payment of interest; provided that such
Maturity Dates
additional securities do not have, for the
purpose of U.S. federal income taxation, a
·
5.75% notes mature on December
15, 2015, and
greater amount of original issue discount
than the affected series of securities have as
·
6.625% bonds mature on June 15,
of the date of the issue of the additional
2035.
securities. These additional securities may
be consolidated to form a single series with
Interest on the Securities
the corresponding securities.
The 5.75% notes will accrue interest at
5.75% per year, accruing from June 15,
2006.

5

Withholding Tax; Additional Amounts
Ranking of the Securities and the Guaranties
We will make all principal and interest
The securities:
payments on the securities without any
withholding or deduction for Mexican
·
are direct, unsecured and
withholding taxes, unless we are required by
unsubordinated public external
law to do so. In some cases where we are
indebtedness of the issuer, and
obliged to withhold or deduct a portion of
the payment, we will pay additional amounts
·
rank equally in right of payment
so that you will receive the amount that you
with each other and with all other
would have received had no tax been
existing and future unsecured and
withheld or deducted. For a description of
unsubordinated public external
when you would be entitled to receive
indebtedness of the issuer.
additional amounts, see "Description of the
The guaranties of the securities by
Securities--Additional Amounts."
Petróleos Mexicanos and the subsidiary
You should consult your tax advisor
guarantors constitute direct, unsecured and
about the tax consequences of an investment
unsubordinated public external indebtedness
in the securities as they apply to your
of Petróleos Mexicanos and each of the
individual circumstances.
subsidiary guarantors, respectively, and rank
pari passu with each other and with all other
Tax Redemption
present and future unsecured and
unsubordinated public external indebtedness
If, as a result of certain changes in
of Petróleos Mexicanos and each of the
Mexican law, the issuer or Petróleos
subsidiary guarantors.
Mexicanos is obligated to pay additional
amounts on interest payments on any of the
Petróleos Mexicanos and the subsidiary
series of the securities at a rate in excess of
guarantors are party to certain financial
10% per year, then we may choose to
leases that, with respect to the assets
redeem those securities. If we redeem any
securing those financial leases, rank prior to
securities, we will pay 100% of their
the securities and the guaranties.
outstanding principal amount, plus accrued
and unpaid interest and any additional
Negative Pledge
amounts payable up to the date of our
None of the issuer, Petróleos Mexicanos
redemption.
or the subsidiary guarantors or their
Redemption of the Securities at the Option
respective subsidiaries will create security
of the Issuer
interests in our crude oil and crude oil
receivables to secure any public external
The issuer may at its option redeem any
indebtedness. However, we may enter into
of the 5.75% notes or the 6.625% bonds, in
up to U.S. $4 billion of receivables
whole or in part, at any time or from time to
financings and similar transactions in any
time prior to their maturity, at a redemption
year and up to U.S. $12 billion of
price equal to the principal amount thereof,
receivables financings and similar
plus the Make-Whole Amount (as defined
transactions in the aggregate.
under "Description of the Securities--
Redemption of the Securities at the Option
We may pledge or grant security
of the Issuer") plus accrued interest on the
interests in any of our other assets or the
principal amount of the 5.75% notes or the
assets of Petróleos Mexicanos or the
6.625% bonds, as the case may be, to the
subsidiary guarantors to secure our debts.
date of redemption.
In addition, we may pledge oil or oil
receivables to secure debts payable in pesos

6

or debts that are different than the
·
you are acquiring the securities in
securities, such as commercial bank loans.
the ordinary course of your
business;
Indenture
·
you are not participating, do not
The securities were issued pursuant to
intend to participate, and have no
an indenture dated as of December 30, 2004,
arrangement or understanding with
among the issuer, Petróleos Mexicanos and
any person to participate, in the
the trustee.
distribution of the securities; and
Trustee
·
you are not an "affiliate" of ours, as
Deutsche Bank Trust Company
defined under Rule 405 of the
Americas.
Securities Act.
If any statement above is not true and
Events of Default
you transfer any security without delivering
The securities and the indenture under
a prospectus meeting the requirements of the
which the securities were issued contain
Securities Act or without an exemption from
certain events of default. If an event of
the registration requirements of the
default occurs and is continuing with respect
Securities Act, you may incur liability under
to a series of securities, 20% of the holders
the Securities Act. We do not assume
of the outstanding securities of that series
responsibility for or indemnify you against
can require us to pay immediately the
this liability.
principal of and interest on all those
securities. For a description of the events of
If you are a broker-dealer and receive
default and their grace periods, you should
securities for your own account, you must
read "Description of the Securities--Events
acknowledge that you will deliver a
of Default; Waiver and Notice."
prospectus meeting the requirements of the
Securities Act in connection with any resale
Collective Action Clauses
of the securities.
The securities contain provisions
Governing Law
regarding acceleration and future
modifications to their terms that differ from
The securities and the indenture are
those applicable to certain of the issuer's
governed by New York law, except that the
and the guarantor's other outstanding public
laws of Mexico will govern the
external indebtedness issued prior to
authorization and execution of these
October 2004. Under these provisions, in
documents by Petróleos Mexicanos.
certain circumstances, the issuer and the
Principal Executive Offices
guarantor may amend the payment and
certain other provisions of a series of
Our headquarters are located at:
securities with the consent of the holders of
75% of the aggregate principal amount of
Avenida Marina Nacional No. 329
such securities.
Colonia Huasteca
México, D.F. 11311
Resale of Securities
Phone: (52-55) 1944-2500.
We believe that you may offer the
securities for resale, resell them or otherwise
transfer them without compliance with the
registration and prospectus delivery
provisions of the Securities Act, as long as:

7