Obligation Petromex 0% ( US70645KAR05 ) en USD

Petromex

100 % ▼

Mexique

US70645KAR05 ( en USD )

03/12/2012 - Obligation échue

Prospectus brochure de l'obligation Pemex US70645KAR05 en USD 0%, échue

100 000 USD

750 000 000 USD

70645KAR0

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

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 US70645KAR05, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/12/2012

L'Obligation émise par Petromex ( Mexique ) , en USD, avec le code ISIN US70645KAR05, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Petromex ( Mexique ) , en USD, avec le code ISIN US70645KAR05, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

U.S. $20,000,000,000
Pemex Project Funding Master Trust
Medium-Term Notes, Series A, Due 1 Year or More from Date of Issue
unconditionally and irrevocably guaranteed by
Petróleos Mexicanos
(A Decentralized Public Entity of the Federal Government of the United Mexican States)

The Pemex Project Funding Master Trust (the "Issuer"), a statutory trust organized under the laws of the State of Delaware, may offer from
time to time its Medium-Term Notes, Series A, due 1 year or more from date of issue, as selected by the purchaser and agreed to by the
Issuer, in an aggregate initial offering price not to exceed U.S. $20,000,000,000 or its equivalent in other currencies or currency units,
subject to increase by the Issuer. The currency or currency unit of denomination and payment, form, interest rate, interest payment dates,
issue price (and the U.S. dollar equivalent thereof, in the case of Notes denominated in other than U.S. dollars) and maturity date of any
Note will be set forth in the related Pricing Supplement. See "Description of Notes." The payment of principal of and premium (if any) and
interest on the Notes will be unconditionally and irrevocably guaranteed by Petróleos Mexicanos (the "Guarantor"), a decentralized public
entity of the Federal Government (the "Mexican Government") of the United Mexican States ("Mexico"). Petróleos Mexicanos' obligations
as Guarantor are unconditionally and irrevocably guaranteed jointly and severally by Pemex-Exploración y Producción, Pemex-Refinación
and Pemex-Gas y Petroquímica Básica (each, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"), each of which is a
decentralized public entity of the Mexican Government. The Notes are not obligations of, or guaranteed by, Mexico.
The principal amount payable at or prior to maturity, the amount of interest payable and any premium payable with respect to the Notes
may be determined by the difference in the price of crude oil on certain dates, or by some other index or indices, as set forth in the related
Pricing Supplement.
Unless a Redemption Commencement Date is specified in the applicable Pricing Supplement, the Notes will not be redeemable prior to
their Stated Maturity except in the event of certain changes in Mexican Withholding Taxes (as defined herein). If a Redemption
Commencement Date is so specified, the Notes will be redeemable at the option of the Issuer at any time after such date as described
herein. Unless otherwise specified in the applicable Pricing Supplement, the Notes will not be subject to repayment at the option of the
holder prior to their Stated Maturity.
The Notes will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to certain
of the Issuer's and the Guarantor's other outstanding public external indebtedness issued prior to the date hereof. Under these provisions,
which are commonly referred to as "collective action clauses" and are described under "Description of Notes--Modification and Waiver," in
certain circumstances, the Issuer and the Guarantor may amend the payment and certain other provisions of an issue of Notes with the
consent of the holders of 75% of the aggregate principal amount of such Notes.
The Notes are being offered for sale in offshore transactions in reliance on Regulation S under the United States Securities Act of 1933, as
amended (the "Securities Act"). A portion of the Notes may also be offered for sale in the United States pursuant to an available
exemption from registration under the Securities Act. Unless otherwise specified in the applicable Pricing Supplement, each Registered
Note (as defined herein) offered hereby will be represented by one or more global Registered Notes without interest coupons (each, a
"Global Note"), which will be deposited with, or on behalf of, The Depository Trust Company ("DTC") or with a common depositary for
Euroclear Bank S.A./N.V. as operator of the Euroclear Clearance System plc ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). Unless otherwise specified in the applicable Pricing Supplement, Bearer Notes (as defined herein) will
initially be represented by a temporary global Bearer Note, without interest coupons, which will be deposited with a common depositary for
Euroclear and Clearstream, Luxembourg. Such temporary global Bearer Note will be exchangeable for a permanent global Bearer Note or
definitive Bearer Notes, as specified in the applicable Pricing Supplement, on or after the Exchange Date therefor and after the requisite
certifications as to non-U.S. beneficial ownership have been provided as described herein. See "Description of Notes--Form and
Denomination." Except as described herein, Notes in definitive certificated form will not be issued in exchange for Global Notes or Bearer
Notes in global form or interests therein. See "Description of Notes--Certificated Notes and Definitive Bearer Notes."
Application has been made to list the Notes issued under the program on the Luxembourg Stock Exchange. No assurance can be given
that the Notes will be sold or that an active trading market for the Notes will develop.
See "Risk Factors" on page 13 and "Currency Risks and Risks Associated with Indexed Notes" on page 52 for certain
considerations relevant to an investment in the Notes.

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES
LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE NOTES MAY
BE OFFERED AND SOLD ONLY (A) TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN COMPLIANCE WITH RULE 144A AND (B) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT. FOR CERTAIN RESTRICTIONS ON
RESALE AND TRANSFER, SEE "OFFERING AND SALE" AND "NOTICE TO INVESTORS."

Offers to purchase Notes are being solicited, on a reasonable efforts basis, from time to time by the Agents on behalf of the Issuer. Notes
may be sold to the Agents on their own behalf at negotiated discounts for resale as described above. The Issuer may also sell Notes
directly on its own behalf or to or through other brokers or dealers. The Issuer reserves the right to withdraw, cancel or modify the offering
contemplated hereby without notice. No termination date for the offering of the Notes has been established. The Issuer, or any Agent if it
solicits the offer, may reject any offer to purchase Notes as a whole or in part. See "Offering and Sale."
Joint Arrangers
Citigroup Credit Suisse First Boston
Agents
Citigroup
Credit Suisse First Boston
Goldman, Sachs & Co.
Goldman Sachs International
JPMorgan
Lehman Brothers
The Offering Circular is dated February 11, 2005, except as to Annex B, which is dated July 15, 2004. This Offering Circular may not be used for the
purpose of listing Notes on the Luxembourg Stock Exchange after February 11, 2006.

This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Guarantor or the Subsidiary Guarantors to subscribe for or purchase any of the Notes. The distribution of
this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Offering Circular comes are required by the Issuer, the Guarantor,
the Subsidiary Guarantors and the Agents to inform themselves about and to observe any such
restrictions. For a description of certain further restrictions on offers and sales of the Notes and
distribution of this Offering Circular, see "Offering and Sale" and "Notice to Investors."
The Issuer is a Delaware statutory trust established by Petróleos Mexicanos pursuant to the terms of
a trust agreement dated as of November 10, 1998, as amended by Amendment No. 1 on November 17,
2004 and by Amendment No. 2 on December 22, 2004, among The Bank of New York, as Managing
Trustee, The Bank of New York (Delaware), as Delaware Trustee, and Petróleos Mexicanos, as sole
beneficiary (the "Trust Agreement"). The Issuer is a financing vehicle for the long-term productive
infrastructure projects of Petróleos Mexicanos, which are referred to by Petróleos Mexicanos and the
Mexican Government as "PIDIREGAS." The Delaware office of the Issuer is The Bank of New York
(Delaware), White Clay Center, Newark, DE 19711; the office of the Managing Trustee of the Issuer is
The Bank of New York, Corporate Trust, Global Structured Finance Unit, 101 Barclay Street, 21W, New
York, NY 10286.
Petróleos Mexicanos was established by a decree of the Mexican Congress on June 7, 1938 as a
result of the nationalization of the foreign-owned oil companies then operating in Mexico. Petróleos
Mexicanos and its four subsidiary entities -- Pemex-Exploración y Producción (Pemex-Exploration and
Production), Pemex-Refinación (Pemex-Refining), Pemex-Gas y Petroquímica Básica (Pemex-Gas and
Basic Petrochemicals) and Pemex-Petroquímica (Pemex-Petrochemicals) (collectively, the "Subsidiary
Entities") -- comprise Mexico's state oil and gas company. Each is a decentralized public entity of the
Mexican Government and is a legal entity empowered to own property and carry on business in its own
name. In addition, the results of a number of subsidiary companies that are listed in "Consolidated
Structure of PEMEX" in Petróleos Mexicanos' 2003 Annual Report on Form 20-F (the "Form 20-F"),
attached hereto as Annex B (such companies, the "Subsidiary Companies"), including the Issuer, are
incorporated into the consolidated financial statements. Petróleos Mexicanos, the Subsidiary Entities and
the consolidated Subsidiary Companies are collectively referred to as "PEMEX." PEMEX's executive
offices are located at Avenida Marina Nacional No. 329, Colonia Huasteca, Mexico, D.F. 11311, Mexico.
PEMEX's telephone number is (5255) 1944-2500.
The Issuer, the Guarantor and the Subsidiary Guarantors (and not the Managing Trustee), having
made all reasonable inquiries, confirm that (i) this Offering Circular contains all information in relation to
the Issuer, the Guarantor, the Subsidiary Guarantors, PEMEX, Mexico and the Notes which is material in
the context of the issue and offering of the Notes, (ii) there are no untrue statements of a material fact
contained in it in relation to the Issuer, the Guarantor, the Subsidiary Guarantors, PEMEX, Mexico or the
Notes, (iii) there is no omission to state a material fact which is necessary in order to make the statements
made in it in relation to the Issuer, the Guarantor, the Subsidiary Guarantors, PEMEX, Mexico or the
Notes, in light of the circumstances under which they were made, not misleading in any material respect,
(iv) the opinions and intentions expressed in this Offering Circular with regard to the Issuer, the
Guarantor, the Subsidiary Guarantors, PEMEX and Mexico are honestly held, have been reached after
considering all relevant circumstances and are based on reasonable assumptions, and (v) all reasonable
inquiries have been made by the Issuer, the Guarantor and the Subsidiary Guarantors to ascertain such
facts and to verify the accuracy of all such information and statements. The Issuer, the Guarantor and
the Subsidiary Guarantors (and not the Managing Trustee) accept responsibility accordingly.
The Notes have not been and will not be registered under the Securities Act and may include Notes
in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may
not be offered, sold or delivered within the United States or to U.S. persons.
No person has been authorized to give any information or to make any representations other than
those contained in this Offering Circular and, if given or made, such information or representations must
not be relied upon as having been authorized. This Offering Circular does not constitute an offer to sell or
2

the solicitation of an offer to buy any securities other than the securities to which it relates or any offer to
sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this Offering Circular nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in the affairs of the Issuer
or PEMEX since the date hereof or that the information contained herein is correct as of any time
subsequent to its date.
PETROLEOS MEXICANOS, AS GUARANTOR, HAS FILED AN APPLICATION TO REGISTER THE
NOTES IN THE SECCION ESPECIAL, OR THE SPECIAL SECTION, OF THE REGISTRO NACIONAL
DE VALORES (THE "REGISTRY") MAINTAINED BY THE COMISION NACIONAL BANCARIA Y DE
VALORES (NATIONAL BANKING AND SECURITIES COMMISSION, OR THE "CNBV") OF MEXICO,
WHICH IS A REQUIREMENT UNDER THE LEY DEL MERCADO DE VALORES, OR SECURITIES
MARKET LAW, IN CONNECTION WITH AN OFFERING OF SECURITIES OUTSIDE OF MEXICO BY A
MEXICAN ISSUER. REGISTRATION OF THE NOTES IN THE SPECIAL SECTION OF THE REGISTRY
DOES NOT IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES, THE
SOLVENCY OF THE ISSUER, THE GUARANTOR OR THE SUBSIDIARY GUARANTORS OR THE
ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS OFFERING
CIRCULAR. FURTHERMORE, THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR IS
THE SOLE RESPONSIBILITY OF THE ISSUER, THE GUARANTOR AND THE SUBSIDIARY
GUARANTORS (AND NOT THE MANAGING TRUSTEE) AND HAS NOT BEEN REVIEWED OR
AUTHORIZED BY THE CNBV OF MEXICO. THE NOTES HAVE NOT BEEN REGISTERED IN THE
SECCION DE VALORES, OR THE SECURITIES SECTION, OF THE REGISTRY AND,
CONSEQUENTLY, MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. ANY MEXICAN
INVESTOR WHO ACQUIRES THESE NOTES FROM TIME TO TIME MUST RELY ON ITS OWN
EXAMINATION OF THE ISSUER, GUARANTOR AND SUBSIDIARY GUARANTORS.
IN CONNECTION WITH AN ISSUE OF NOTES OFFERED HEREBY, THE AGENT OR AGENTS
SPECIFIED IN THE APPLICABLE PRICING SUPPLEMENT MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING OVER-
ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN THE NOTES, AND THE
IMPOSITION OF A PENALTY BID, IN CONNECTION WITH SUCH ISSUANCE. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "OFFERING AND SALE."
IN CONNECTION WITH THE ISSUE OF ANY SERIES OF NOTES, THE AGENT (IF ANY)
DISCLOSED AS THE STABILIZING MANAGER IN THE APPLICABLE PRICING SUPPLEMENT, OR
ANY PERSON ACTING FOR THE STABILIZING MANAGER, MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF SUCH NOTES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED TIME AFTER
THE ISSUE DATE. HOWEVER, THERE MAY BE NO OBLIGATION ON THE STABILIZING MANAGER
OR ANY AGENT OF THE STABILIZING MANAGER TO EFFECT THIS KIND OF TRANSACTION.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE
BROUGHT TO AN END AFTER A LIMITED PERIOD. IN ADDITION, SUCH STABILIZING, IF
COMMENCED, SHALL BE CARRIED OUT IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
REGULATIONS.
FOR NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES 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 OF NEW
HAMPSHIRE 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,
3

OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
4

AVAILABLE INFORMATION
Petróleos Mexicanos files periodic reports and other information with the United States Securities and
Exchange Commission (the "SEC"). These reports, including the attached exhibits, and any reports or
other information filed by Petróleos Mexicanos with the SEC are available at the SEC's public reference
room in Washington, D.C. Copies of these SEC filings may also be obtained at prescribed rates from the
Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information regarding the operation of the public
reference rooms. In addition, electronic SEC filings of Petróleos Mexicanos are available to the public
over the Internet at the SEC's website at http://www.sec.gov. So long as any of the Notes are
outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act
of 1933, as amended (the "Securities Act"), if at any time Petróleos Mexicanos is neither a reporting
company under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, Petróleos
Mexicanos will be required under the Indenture referred to under "Description of Notes--General" to
furnish to a holder of a Note and a prospective purchaser designated by such holder, upon the request of
such holder in connection with a transfer or proposed transfer of such Note pursuant to Rule 144A, the
information required to be delivered under Rule 144A(d)(4)(i) under the Securities Act.

DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by Petróleos Mexicanos with the SEC are incorporated by reference
into this Offering Circular:
· Petróleos Mexicanos' Annual Report on Form 20-F for the year ended December 31, 2003,
· Petróleos Mexicanos' report relating to the unaudited condensed consolidated results of PEMEX
for the nine months ended September 30, 2004, furnished to the SEC on Form 6-K on November
12, 2004, and
· all of Petróleos Mexicanos' annual reports on Form 20-F, and all reports on Form 6-K that are
designated in such reports as being incorporated into this Offering Circular, filed with the SEC
pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of this Offering
Circular and prior to the termination of the offer of any issue of Notes hereunder.
The information incorporated by reference is considered to be part of this Offering Circular, and later
information filed with the SEC will update and supersede this information.
Copies of the most recent audited annual and unaudited interim consolidated financial statements of
PEMEX, as well as this Offering Circular (and any amendment or supplement hereto) and any Pricing
Supplement relating to any issue of Notes which may be listed on the Luxembourg Stock Exchange, will
be available free of charge at the office of the Paying Agent and the Transfer Agent in Luxembourg. Such
documents will also be available free of charge at the office of the Managing Trustee of the Issuer and at
the principal executive office of the Trustee.

5

NOTICE TO INVESTORS
Because of the following restrictions, purchasers are advised to consult legal counsel prior to making
any offer, resale, pledge or other transfer of the Notes offered hereby.
Each purchaser of Notes offered and sold in reliance on Rule 144A ("Rule 144A") will be deemed to
have represented and agreed as follows (terms used herein that are defined in Rule 144A, Regulation D
("Regulation D") or Regulation S ("Regulation S") under the Securities Act, are used herein as defined
therein):
(a)
The purchaser (1) is a qualified institutional buyer; (2) is aware that the sale to it is being
made in reliance on Rule 144A; and (3) is acquiring such Notes for its own account or for the
account of a qualified institutional buyer;
(b)
The purchaser understands that the Notes have not been registered under the Securities Act
and may not be reoffered, resold, pledged or otherwise transferred except (A) (1) to a person
who such purchaser reasonably believes is a qualified institutional buyer in a transaction
meeting the requirements of Rule 144A; (2) in an offshore transaction meeting the
requirements of Rule 903 or Rule 904 of Regulation S; (3) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 thereunder (if available); or (4)
pursuant to an effective registration statement under the Securities Act and (B) in accordance
with all other applicable securities laws;
(c)
Such Notes will bear a legend to the following effect unless the Issuer determines otherwise
in compliance with applicable law:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A
PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A; (B) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT; (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); OR (D)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION;
(d)
The purchaser understands that such Notes will be represented by a Restricted Global Note
(as defined herein). Before any interest in a Restricted Global Note may be offered, sold,
pledged or otherwise transferred to a person who takes delivery in the form of an interest in a
Regulation S Global Note, the transferor will be required to provide the Trustee with a written
certification (in the form provided in the Indenture) as to compliance with the transfer
restrictions referred to in clause (b)(2) or (b)(3) above.
The Notes will constitute "restricted securities" within the meaning of Rule 144(a)(3)(iv) under the
Securities Act and any sale pursuant to Rule 144 will be subject to the requirements of that rule, including
the holding period requirements. Because affiliates of the Issuer and the Guarantor will not be prohibited
from purchasing and reselling the Notes, no representation can be made as to the availability of the
exemption provided by Rule 144 under the Securities Act for the resale of the Notes.
6

CURRENCY OF PRESENTATION
References herein to "U.S. dollars," "U.S. $," "dollars" or "$" are to the lawful currency of the United
States of America. References herein to "pesos" or "Ps." are to the lawful currency of Mexico. The term
"billion" as used in this Offering Circular means one thousand million.
This Offering Circular contains translations of certain peso amounts into U.S. 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 the U.S. dollar amounts or could be converted into U.S. dollars
at the rate indicated. Unless otherwise indicated, such U.S. dollar amounts have been translated from
pesos at an exchange rate of Ps. 11.236 = U.S. $1.00, which is the exchange rate that the Ministry of
Finance and Public Credit instructed Petróleos Mexicanos to use on December 31, 2003. On February
10, 2005, the noon buying rate for cable transfers in New York reported by the Federal Reserve Bank of
New York was Ps. 11.1540 = U.S. $1.00.

PRESENTATION OF FINANCIAL INFORMATION
The financial position and results of operation of the Issuer are consolidated with those of PEMEX,
which maintains its financial statements and records in pesos. The Issuer does not publish non-
consolidated financial statements. The Issuer, the Guarantor and the Subsidiary Guarantors believe that
separate financial statements of the Issuer would not be material to you because (i) the Guarantor is an
SEC reporting company and controls the Issuer, (ii) the Issuer has no independent operations, and (iii)
the Guarantor has fully and unconditionally guaranteed the Issuer's obligations under the Notes and the
Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guarantor's obligations
under the Guaranties and the Subsidiary Guaranties (as defined below).
The audited consolidated financial statements of PEMEX as of December 31, 2002 and 2003 and for
each of the three years ended December 31, 2003 (the "Financial Statements") are included in Item 18 of
the Form 20-F, included in this Offering Circular as Annex B. The Financial Statements were prepared in
accordance with Mexican generally accepted accounting principles ("Mexican GAAP"), including the
recognition of inflation in accordance with Mexican GAAP Bulletin B-10, "Recognition of the Effects of
Inflation on Financial Information" ("Bulletin B-10"), and are presented in constant pesos with purchasing
power at December 31, 2003. See Note 2 b) to the Financial Statements for a discussion of Bulletin B-10
and Notes 2 h), 2 l), 2 m), 2 n) and 2 o) to the Financial Statements for a discussion of the inflation
accounting rules applied. As a result of the adoption of Bulletin B-10, PEMEX has restated its
consolidated financial statements for the years ended December 31, 2001 and 2002 on the same basis
as the results for the year ended December 31, 2003 with respect to the recognition of the effects of
inflation. The Financial Statements were reconciled to United States generally accepted accounting
principles ("U.S. GAAP"). Mexican GAAP differs in certain significant respects from U.S. GAAP; the
differences that are material to the Financial Statements are described in Note 19 to the Financial
Statements.
Interim summary consolidated financial data of PEMEX as of and for the nine months ended
September 30, 2003 and 2004, which are not audited and were prepared in accordance with Mexican
GAAP, are also included herein as Annex A. These unaudited interim consolidated data and all interim
financial information presented in this Offering Circular are stated in constant pesos with purchasing
power at September 30, 2004. As a result of Mexican inflation during the first nine months of 2004, the
purchasing power of one peso at December 31, 2003 is equivalent to the purchasing power of Ps. 1.0327
at September 30, 2004. Accordingly, the Financial Statements are not directly comparable to the
unaudited interim consolidated data presented in Annex A or any applicable Pricing Supplement, because
they are stated in constant pesos as of different dates. In addition, no reconciliation of the consolidated
interim financial information to U.S. GAAP has been prepared.

7

FORWARD-LOOKING STATEMENTS
This Offering Circular contains forward-looking statements. Statements that are not historical
facts, including statements about our beliefs and expectations, are forward-looking statements. These
statements have been based on current plans, estimates and projections and you should therefore not
place undue reliance on them. Forward-looking statements speak only as of the date they are made, and
we undertake no obligation to update publicly any of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. For a discussion of important factors
that could cause actual results to differ materially from those contained in any forward-looking statement,
you should read "Risk Factors" below.
8

SUMMARY OF THE OFFERING
Issuer:
Pemex Project Funding Master Trust (the "Issuer"), a statutory
trust organized under the laws of Delaware.
Guarantor:
Petróleos Mexicanos (the "Guarantor"), a decentralized public
entity of the Mexican Government.
Subsidiary Guarantors:
Pemex-Exploración y Producción, Pemex-Refinación and
Pemex-Gas y Petroquímica Básica, each a decentralized public
entity of the Mexican Government (collectively, the "Subsidiary
Guarantors" and each, a "Subsidiary Guarantor").
Security:
Medium-Term Notes, Series A, Due 1 Year or More from Date of
Issue (the "Notes").
Guaranties:
The unconditional guarantee by the Guarantor of the Issuer's
obligation to pay principal of and premium (if any) and interest on
the Notes (the "Guaranties").
Subsidiary Guaranties:
The unconditional obligations of the Subsidiary Guarantors to be
jointly and severally liable for the Guarantor's obligations with
respect to payment of principal of and premium (if any) and
interest on the Notes (the "Subsidiary Guaranties").
Form of Notes; Denominations:
Notes may be issued in registered form without interest coupons
("Registered Notes") or in bearer form with or without interest
coupons ("Bearer Notes"). Unless otherwise specified in the
applicable Pricing Supplement, Registered Notes of the same
tranche and of like tenor sold in offshore transactions in reliance
on Regulation S will be represented by one or more Registered
Notes in global form (each, a "Regulation S Global Note") which
will be deposited with, or on behalf of, The Depository Trust
Company ("DTC") or with a common depositary, in each case for
the account of Euroclear Bank S.A./N.V., as operator of the
Euroclear Clearance System plc ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"). Unless
otherwise specified in the applicable Pricing Supplement,
Registered Notes initially sold within the United States and
eligible for resale in reliance on Rule 144A will be represented by
one or more Registered Notes in global form (each, a "Restricted
Global Note" and, together with any Regulation S Global Notes,
the "Global Notes"), which will be deposited with, or on behalf of,
DTC. Bearer Notes may only be sold in offshore transactions in
reliance on Regulation S. Unless otherwise specified in the
applicable Pricing Supplement, Bearer Notes will initially be
represented by a temporary Bearer Note in global form, without
interest coupons, which will be deposited with a common
depositary for Euroclear and Clearstream, Luxembourg. Such
temporary Bearer Note in global form will be exchangeable for a
permanent Bearer Note in global form or definitive Bearer Notes,
as specified in the applicable Pricing Supplement, on or after the
40th day after the completion of the distribution of Notes
constituting an identifiable tranche (the "Exchange Date") and
after the requisite certifications as to non-U.S. beneficial
ownership have been provided as described herein. See
"Description of Notes--Form and Denomination." Except as
described herein or as specified in the applicable Pricing
Supplement, Notes in definitive certificated form will not be issued
9

in exchange for a Global Note or Bearer Notes in global form or
interests therein. Registered Notes may not be exchanged for
Bearer Notes and, unless otherwise specified in the applicable
Pricing Supplement, Bearer Notes may not be exchanged for
Registered Notes. Unless otherwise specified in the applicable
Pricing Supplement, Registered Notes will be issued in
denominations of U.S. $10,000 and integral multiples thereof and
Bearer Notes will be issued in denominations of U.S. $10,000
and U.S. $100,000 (or, in each case, the approximate equivalent
thereof in a specified currency or currency unit).
Amount of Notes

Outstanding at any Time:
Not to exceed U.S. $20,000,000,000 (or its equivalent in other
currencies or currency units) in aggregate initial offering price,
subject to increase by the Issuer.
Currency of Denomination and

Payment:
United States dollars or one or more foreign currencies or
currency units (each, a "Specified Currency").
Maturities:
Maturities from 1 or more years from date of issue, as indicated in
each Note and the applicable Pricing Supplement.
Interest Rate:
Notes may bear interest at a fixed rate ("Fixed Rate Notes") or at
a floating rate ("Floating Rate Notes") determined by reference to
one or more base rates, which may be adjusted by a Spread
and/or a Spread Multiplier (in each case, as defined herein), in
each case as indicated in the Note and the applicable Pricing
Supplement.
Interest Payments:
Interest on the Notes will be payable on the dates specified
therein and in the applicable Pricing Supplement.
Interest Rate Computation:
Unless otherwise specified in the applicable Pricing Supplement,
interest on Fixed Rate Notes will be calculated on the basis of a
360-day year of twelve 30-day months (except as specified
herein with respect to Fixed Rate Notes denominated in
currencies other than U.S. dollars), and interest on Floating Rate
Notes will be calculated on the basis of a daily interest factor
computed by dividing the interest rate applicable to such day by
360 (or, in the case of Treasury Rate Notes (as defined herein),
by the actual number of days in the year).
Redemption:
Except as described in "Tax Redemption" below, no Note will be
subject to redemption prior to its maturity at the option of the
Issuer unless so indicated in such Note and the applicable
Pricing Supplement.
10