Obbligazione Comisión Federal de Energía 3.875% ( USP30179BK34 ) in USD

Emittente Comisión Federal de Energía
Prezzo di mercato refresh price now   88.3 USD  ▲ 
Paese  Messico
Codice isin  USP30179BK34 ( in USD )
Tasso d'interesse 3.875% per anno ( pagato 2 volte l'anno)
Scadenza 25/07/2033



Prospetto opuscolo dell'obbligazione Comision Federal de Electricidad USP30179BK34 en USD 3.875%, scadenza 25/07/2033


Importo minimo /
Importo totale /
Cusip P30179BK3
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Coupon successivo 26/07/2026 ( In 113 giorni )
Descrizione dettagliata La Comisión Federal de Electricidad (CFE) è l'azienda pubblica messicana responsabile della generazione, trasmissione e distribuzione di energia elettrica nel paese.

L'obbligazione messicana emessa da Comision Federal de Electricidad (ISIN: USP30179BK34, CUSIP: P30179BK3), con scadenza il 25/07/2033, offre un rendimento a scadenza del 3.875%, viene negoziata attualmente all'80.5% del valore nominale in USD, paga cedole semestralmente ed è valutata BBB da S&P e Baa2 da Moody's.








OFFERING MEMORANDUM


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

U.S.$850,000,000 3.875% Notes due 2033
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.$850,000,000 aggregate principal amount of 3.875% Notes due
2033 (the "notes"). The notes will bear interest at the rate of 3.875% per year and will mature on July 26, 2033. Interest on the notes
will be payable semi-annually in arrears on January 26 and July 26 of each year, beginning on January 26, 2022. 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 April 26, 2033 (three months prior the maturity date of the
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 April 26, 2033 (three months prior the maturity date of the 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, the Issuer or any guarantor may redeem the notes,
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 20.
_______________________________
Issue price per note: 100.000%, plus accrued interest, if any, from July 26, 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 (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 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 July 26, 2021.
_______________________________
Global Coordinators and Joint Book-Running Managers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Joint Book-Running Managers
BBVA
Santander
October 26, 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 ..................................................................................................................................... vii
Technical Terms Relating to the Electricity Industry ...................................................................................................ix
Summary........................................................................................................................................................................ 1
The Offering ................................................................................................................................................................ 11
Summary Financial and Operating Information .......................................................................................................... 15
Risk Factors ................................................................................................................................................................. 20
Use of Proceeds ........................................................................................................................................................... 35
Exchange Rates ........................................................................................................................................................... 36
Capitalization ............................................................................................................................................................... 37
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 38
Comisión Federal de Electricidad ................................................................................................................................ 61
Management ................................................................................................................................................................ 91
Description of the Notes .............................................................................................................................................. 97
Taxation ..................................................................................................................................................................... 116
Form of Notes, Clearing and Settlement ................................................................................................................... 120
Transfer Restrictions .................................................................................................................................................. 123
Plan of Distribution ................................................................................................................................................... 126
Legal Matters ............................................................................................................................................................. 134
Independent Auditors ................................................................................................................................................ 134
Listing and General Information ............................................................................................................................... 135
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.
We confirm that any third party information has been accurately reproduced and that no facts have been
omitted which would render the reproduced information inaccurate misleading. We have identified the sources of the
information where this information has been reproduced.
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 we nor any of the initial purchasers, nor any of our or their respective representatives, are 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 we 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 Ley de la Comisión Federal de Electricidad (the "CFE Law"), 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.
Financial Statements
Overview

This offering memorandum includes our annual audited consolidated financial statements as of and for the
years ended December 31, 2019, 2018 and 2017 (our "2019 annual financial statements"), and our annual audited
consolidated financial statements as of and for the year ended December 31, 2020 (our "2020 annual financial
statements" and, together with our 2019 annual financial statements, our "annual financial statements"), and our
unaudited condensed consolidated interim financial statements as of March 31, 2021 and for the three month periods
ended March 31, 2021 and 2020 (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 three-month period ended March 31, 2021, our non-guarantor affiliates represented approximately
95.9% of our Adjusted EBITDA and approximately 7.5% of our total assets. For the year ended December 31, 2020,
our non-guarantor affiliates represented approximately 1.4% of our Adjusted EBITDA and approximately 6.5% of
our total assets. The increase in the percentage that our non-guarantor affiliates represent of our Adjusted EBITDA
from the year ended 2020 to the first quarter of 2021 is mainly related to the adverse impact that the natural gas price
disruption that occurred in February 2021 had on the operating costs of CFE's generation subsidiaries (CFE
Generación I, CFE Generación II, CFE Generación III, CFE Generación IV, CFE Generación V and CFE Generación
VI) and CFE Suministrador de Servicios Básicos. For more information, see "Summary--Recent Developments--
Natural Gas Price Disruption" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations--Three-Month Period Ended March 31, 2021 Compared to Three-Month Period
Ended March 31, 2020."
Reclassification

On December 31, 2020, the Company reclassified certain financial information related to the year ended
December 31, 2019 in order to improve comparability of its financial statements between the year ended December
31, 2019 and the year ended December 31, 2020. Through 2019, income from injecting power to the wholesale
electricity market was subtracted from the cost of fuel. Beginning in 2020, these amounts were reclassified as
income. The table below summarizes the reclassifications:

Previously

Final amount
Statement of Comprehensive Income
reported (2019) Reclassification
(2019)

(in millions of Mexican pesos)
Total revenue
556,152
3,882
560,034
Total costs
475,487
3,882
479,368




v





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 March 30, 2021 for payment
obligations due on March 31, 2021, which was Ps.20.6047 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.

vi




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;


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·
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."


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