Bond Comisión Federal de Energía 5.75% ( US200447AC45 ) in USD

Comisión Federal de Energía

93.44 % ▲

Mexico

US200447AC45 ( in USD )

5.75% per year ( payment 2 times a year)

13/02/2042

Prospectus brochure of the bond COMISION FEDERAL DE ELECTRICIDAD US200447AC45 en USD 5.75%, maturity 13/02/2042

14/08/2026 ( In 132 days )

The Comisión Federal de Electricidad (CFE) is Mexico's state-owned electric utility responsible for generating, transmitting, and distributing electricity throughout the country.

The US200447AC45 bond, issued by COMISION FEDERAL DE ELECTRICIDAD, Mexico's state-owned electric utility and the country's dominant player in electricity generation, transmission, and distribution, is a long-term, USD-denominated fixed-income instrument featuring a 5.75% coupon rate, semi-annual interest payments, and a maturity date of February 13, 2042, presently trading on the market at 87.69% of its nominal value.

LISTING MEMORANDUM

U.S.$ 750,000,000

Comisión Federal de Electricidad
(a Decentralized Public Entity of the Federal Government of the United Mexican States)
5.750% Notes due 2042

We made an offer of U.S.$ 750,000,000 aggregate principal amount of our 5.750% notes due 2042. The notes will mature on February
14, 2042. Interest on the notes began to accrue on February 14, 2012 and will be payable on February 14 and August 14 of each year, beginning
on August 14, 2012.
The notes rank equally in right of payment with all of our other unsecured and unsubordinated public external indebtedness.
We may redeem the notes, in whole or in part, at any time by paying the greater of 100% of the principal amount of the notes and the
applicable "make-whole" premium amount, plus, in each case, accrued interest to the redemption date. In the event of certain changes in the
applicable rate of Mexican withholding tax, we may redeem the notes, in whole but not in part, at a price equal to 100% of their principal
amount, plus accrued interest to the redemption date. In addition, upon the occurrence of certain fundamental changes in our ownership or
business, we will be required to offer to purchase the notes at a price equal to 100% of their principal amount, plus accrued interest to the
purchase date. See "Description of the Notes--Redemption and Purchase."
The notes contain provisions, commonly known as "collective action clauses," under which we may amend or obtain waivers of the
payment provisions of the notes and certain other terms with the consent of holders of 75% of the aggregate principal amount of the outstanding
notes. See "Description of the Notes--Defaults, Remedies and Waiver of Defaults" and "Description of the Notes--Modification and Waiver."

Investing in the notes involves risks. See "Risk Factors" beginning on page 11.

ISSUE PRICE: 98.330%, PLUS ACCRUED INTEREST, IF ANY, FROM FEBRUARY 14, 2012

THE INFORMATION CONTAINED IN THIS LISTING MEMORANDUM IS EXCLUSIVELY OUR RESPONSIBILITY AND
HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE COMISIÓN NACIONAL BANCARIA Y DE VALORES (MEXICAN
BANKING AND SECURITIES COMMISSION, THE "CNBV"). THE NOTES HAVE NOT BEEN NOR WILL OTHERWISE BE
REGISTERED WITH THE REGISTRO NACIONAL DE VALORES (MEXICAN NATIONAL SECURITIES REGISTRY)
MAINTAINED BY THE CNBV AND THEREFORE THE NOTES MAY NOT BE PUBLICLY OFFERED OR SOLD NOR BE THE
SUBJECT OF BROKERAGE ACTIVITIES IN MEXICO, EXCEPT THAT THE NOTES MAY BE OFFERED IN MEXICO TO
INSTITUTIONAL AND QUALIFIED INVESTORS, PURSUANT TO THE PRIVATE PLACEMENT EXEMPTION SET FORTH IN
ARTICLE 8 OF THE LEY DEL MERCADO DE VALORES (MEXICAN 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, SUCH NOTICE WILL BE DELIVERED TO THE CNBV TO COMPLY WITH A LEGAL REQUIREMENT AND FOR
INFORMATION PURPOSES ONLY, AND THE DELIVERY OF SUCH NOTICE TO, AND THE RECEIPT OF SUCH NOTICE BY,
THE CNBV, 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. THIS LISTING MEMORANDUM MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. THE ACQUISITION
OF THE NOTES BY AN INVESTOR OF MEXICAN NATIONALITY WILL BE MADE UNDER ITS OWN RESPONSIBILITY.
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and to trade them on the Euro MTF
market of such exchange. The Euro MTF market of the Luxembourg Stock Exchange is not a regulated market for the purposes of the Law on
Prospectuses for Securities or Directive 2003/71/EC. This listing memorandum can only be used for the purposes for which it has been
published. This listing memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on prospectuses for
securities.
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 (1) to qualified institutional buyers in reliance on the exemption from
registration provided by Rule 144A under the Securities Act and (2) 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 delivered the notes to purchasers on February 14, 2012 in book-entry form through the facilities of The
Depository Trust Company for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking,
société anonyme.

Joint Lead Managers and Joint Bookrunners

BBVA
BNP PARIBAS
Citigroup

March 5, 2012

TABLE OF CONTENTS

Notice to New Hampshire Residents ........................................................................................................................... iii
Enforceability of Civil Liabilities .................................................................................................................................iv
Where You Can Find More Information ....................................................................................................................... v
Presentation of Financial and Other Information ..........................................................................................................vi
Forward-Looking Statements .................................................................................................................................... viii
Technical Terms Relating to the Electricity Industry ...................................................................................................ix
Summary........................................................................................................................................................................ 1
Risk Factors ................................................................................................................................................................. 11
Use of Proceeds ........................................................................................................................................................... 19
Exchange Rates ........................................................................................................................................................... 20
Capitalization ............................................................................................................................................................... 21
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 22
Comisión Federal de Electricidad ................................................................................................................................ 45
United Mexican States ................................................................................................................................................. 65
Management ................................................................................................................................................................ 80
Description of the Notes .............................................................................................................................................. 85
Taxation ..................................................................................................................................................................... 102
European Union Directive on the Taxation of Savings Income ................................................................................ 106
Form of Notes, Clearing and Settlement ................................................................................................................... 107
Transfer Restrictions .................................................................................................................................................. 110
Plan of Distribution ................................................................................................................................................... 113
Legal Matters ............................................................................................................................................................. 117
Independent Accountants .......................................................................................................................................... 118
Listing and General Information ............................................................................................................................... 119
Index to Financial Statements .................................................................................................................................... F-1
Annex A Summary of Significant Differences Between MFRS and U.S. GAAP .................................................. A-1

You should carefully review the entire listing memorandum before making an investment decision. We
have not authorized anyone to provide you with different information. We are offering to sell, and are seeking
offers to buy, the notes only in jurisdictions where offers and sales are permitted. This listing 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 listing
memorandum nor any sale made under it implies that there has been no change in our affairs or that the information
in this listing memorandum is correct as of any date after the date of this listing memorandum.
In connection with this offering, one of the initial purchasers acting as stabilizing manager, or any agent
acting on their behalf, may over-allot or effect transactions with a view to supporting the market price of the notes at
a level higher than that which might otherwise prevail for a limited period after the issue date. However, there is no
obligation on the stabilizing manager, or any agent acting on its behalf, to do this. Any stabilizing, if commenced,
may be discontinued at any time and must be brought to an end after a limited period. For a description of these
activities, see "Plan of Distribution."
This listing memorandum has been prepared by us solely for use in connection with the placement of the
notes. We and the initial purchasers reserve the right to reject any offer to purchase for any reason.
Neither the Securities and Exchange Commission (the "SEC"), the CNBV, any state securities
commission nor any other regulatory authority has approved or disapproved 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
listing memorandum. Any representation to the contrary is a criminal offense.

i

You must:
comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this listing 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 we nor the
initial purchasers shall have any responsibility therefor.
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 listing 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 listing 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.
In making an investment decision, you must rely on your own examination of us and the terms of this
listing, including the merits and risks involved.
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 listing memorandum is true
and correct in all material respects and is not misleading in any material respect as of the date of this listing
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 listing memorandum misleading in any material respect, in light of
the circumstances existing as of the date of this listing memorandum. We accept responsibility accordingly.
The initial purchasers are not making any representation or warranty, express or implied, as to the accuracy
or completeness of the information contained in this listing memorandum. You should not rely upon the
information set forth in this listing memorandum, as a promise or representation, whether as to the past or the future.
The initial purchasers have not independently verified any of that information and assume no responsibility for its
accuracy or completeness.
None of us, the initial purchasers, nor any of our and 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 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 listing
memorandum, and you must obtain all applicable consents and approvals. None of us and the initial purchasers
shall have any responsibility for any of the foregoing legal requirements.
ii

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM
SECURITIES ACT ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY
OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
iii

ENFORCEABILITY OF CIVIL LIABILITIES
We are an organismo descentralizado de la Administración Pública Federal (decentralized public entity of
the Mexican federal government). Accordingly, holders of notes may not be able to obtain a judgment in a U.S.
court against us unless the U.S. court determines that we are not entitled to sovereign immunity with respect to that
action. We have irrevocably submitted to the jurisdiction of the 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. We 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 us under the U.S. federal securities laws or any state
securities laws. Unless we waive our immunity against such actions, a U.S. court judgment could be obtained
against us only if a U.S. court were to determine that we are not entitled to sovereign immunity under the Foreign
Sovereign Immunities Act with respect to that action.
Our directors and officers, as well as certain experts named in this listing memorandum, reside outside the
United States, and all or a substantial portion of their assets and our assets 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 the United Mexican
States ("Mexico") upon us, our 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.
As a decentralized public entity of the Mexican federal government (the "Mexican government"), we are
not subject to the Ley de Concursos Mercantiles (Commercial Bankruptcy Act) and thus cannot be declared
bankrupt (concurso mercantil). Under applicable Mexican law, we may be liquidated and dissolved by the Mexican
government if we cease to fulfill the purpose for which we were created or if our operations cease to benefit the
Mexican economy or public interest. In the event that we are liquidated and dissolved by the Mexican government,
it is uncertain whether or to what extent the rights of holders of the notes would be honored.
Under the Ley General de Bienes Nacionales (National Assets General Act), the assets that we use to
provide electric energy to Mexico are considered assets for the public service and, therefore, cannot be attached. As
a result, a Mexican court would not recognize an attachment order against such assets. In addition, Article 4 of the
Código Federal de Procedimientos Civiles (Federal Code of Civil Procedure of Mexico, the "Code of Civil
Procedure") does not allow attachment prior to judgment or attachment in aid of execution upon a judgment by
Mexican courts upon any of our assets. As a result, the ability to enforce judgments against us in the courts of
Mexico may be limited. We also do not know 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 U.S. judgment against
us were obtained, a holder of notes may not be able to obtain a judgment in Mexico that is based on that U.S.
judgment. Moreover, a holder of notes may not be able to enforce a judgment against our property in the United
States except under the limited circumstances specified in the Foreign Sovereign Immunities Act. Finally, if an
action were to be brought in Mexico seeking to enforce our obligations under the notes, satisfaction of those
obligations may be made in 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 the following business
banking day in the Official Gazette and on Banco de México's website (www.banxico.org.mx). See "Exchange
Rates."
iv

WHERE YOU CAN FIND MORE INFORMATION
We prepare annual audited financial statements in both Spanish and English, and quarterly summary
financial information in Spanish. This information is available on our website (www.cfe.gob.mx). In addition, we
are required to file certain annual, quarterly and special reports and other information with the Bolsa Mexicana de
Valores, S.A.B. de C.V. (the "BMV") with respect to our debt securities sold in the Mexican market. You may
inspect and copy these reports and other information at: Paseo de la Reforma No. 255, Colonia Cuauhtémoc,
Delegación Cuauhtémoc, México D.F., C.P. 54124. Our BMV filings are available to you on the BMV's website
(www.bmv.com.mx).
We are not including the information provided on, or linked to or from, our website, the BMV's website or
Banco de México's website (www.banxico.org.mx) as part of, and are not incorporating such information by
reference in, this listing memorandum.
v

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
This listing memorandum includes our audited financial statements (i) as of and for the years ended
December 31, 2010 and 2009 and (ii) as of and for the years ended December 31, 2009 and 2008, each as audited by
Castillo Miranda y Compañía, S.C., the Mexican member firm of BDO International Ltd. ("BDO Mexico"), and our
unaudited financial statements as of September 30, 2011 and for the nine-month periods ended September 30, 2011
and 2010, which have been subject to the "limited review" procedures of BDO Mexico (together, the "financial
statements"). These financial statements are expressed in Mexican pesos and have been prepared in accordance with
Normas de Información Financiera (Mexican Financial Reporting Standards) issued by the Consejo Mexicano para
la Investigación de Normas de Información Financiera (Mexican Board for Research and Development of Financial
Reporting Standards, or "CINIF"), which we refer to as "MFRS." MFRS differ in certain significant respects from
accounting principles generally accepted in the United States ("U.S. GAAP") and International Financing Reporting
Standards ("IFRS"), as adopted by the International Accounting Standards Board. See Annex A "Summary of
Significant Differences between MFRS and U.S. GAAP."
Unless the context otherwise requires, references in this listing memorandum to "CFE," "we," "us" and
"our" refer to Comisión Federal de Electricidad.
Commencing with the year ended December 31, 2011, our financial statements will be audited by
Gossler, S.C. Crowe Horwath Gossler, as successor to BDO Mexico, as a result of our auditor rotation policy.
Significant Changes to Financial Presentation
Effective January 1, 2008, we ceased to recognize the effects of inflation on our financial information.
Through December 31, 2007, inflation accounting had extensive effects on the presentation of our financial
statements. In our financial information for 2008, inflation adjustments for prior periods have not been removed
from equity and the re-expressed amounts for non-monetary assets and liabilities at December 31, 2007 became the
accounting basis for those assets and liabilities beginning on January 1, 2008 and for subsequent periods, as required
by MFRS.
Effective January 1, 2012, we adopted IFRS in place of MFRS in accordance with the applicable
regulations of the CNBV. Adoption of IFRS may result in significant differences in the accounting presentation of
our financial position and results of operations. See "Management's Discussion and Analysis of Financial
Conditions and Results of OperationsSignificant Accounting PoliciesTransition to IFRS" for a description of
some of the effects this transition may have on our financial position and results of operations.
Currency Information
References in this listing memorandum to "U.S.$" and "dollars" are to U.S. dollars and to "Ps.," "Mexican
pesos" and "pesos" are to Mexican pesos. See "Exchange Rates" for certain historical Mexican peso/U.S. dollar
exchange rates.
This listing memorandum contains translations of certain peso amounts into dollars at specified rates solely
for the convenience of the reader. These translations should not be construed as representations that the peso
amounts actually represent such dollar amounts or could be converted into dollars at the rate indicated. Unless
otherwise indicated, dollar equivalent information for amounts in pesos is based upon the rate published by Banco
de México for September 30, 2011, which was Ps. 13.7994 per U.S.$ 1.00.
Rounding
Certain figures included in this listing memorandum have been rounded for ease of presentation.
Percentage figures included in this listing 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 listing memorandum may
vary from those obtained by performing the same calculations using the figures in our financial statements. Certain
vi

numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded
them due to rounding.
vii

FORWARD-LOOKING STATEMENTS
This listing memorandum contains words, such as "believe," "expect" and "anticipate" 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:
Our future operating revenues, net income (loss), capital expenditures, indebtedness levels or other
financial items or ratios;
Our plans, objectives or goals;
Our future financial performance;
The future economic performance of Mexico;
Interest rates, currency exchange rates and foreign securities markets;
Availability and cost of external financing for our operations, which have been affected by the
stress experienced by the global financial markets; and
Future impact of regulations in the Mexican electricity sector.
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, including, but not limited to, effects on us from increases in fuel oil
or natural gas prices, changes in interest rates or access to sources of financing on competitive terms, significant
economic or political developments in Mexico, particularly developments affecting the electricity sector, and
changes in our regulatory environment. 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.
viii

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 sub-station
to customer switches. It includes distribution sub-stations, circuits that extend from distribution sub-stations 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 network 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.
"MVA" means megavolt-amperes. The capacity of larger transformers is normally measured in terms of
megavolt-amperes, where one MVA is one million volt-amperes.
"MW" or "megawatt" means one million watts.
"MWh" means megawatt-hour, or one thousand kilowatt-hours.
"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.
"sub-station" 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 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.
ix