Obligation Petromex 8% ( US71654QAU67 ) en USD

Petromex

100 % ⇌

Mexique

US71654QAU67 ( en USD )

8% par an ( paiement semestriel )

03/05/2019 - Obligation échue

Prospectus brochure de l'obligation Pemex US71654QAU67 en USD 8%, échue

10 000 USD

1 936 686 000 USD

71654QAU6

N/A

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 US71654QAU67, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/05/2019

e424b3
Page 1 of 75
424B3 1 y78416b3e424b3.htm 424B3
http://www.sec.gov/Archives/edgar/data/932782/000095012309037896/y78416b3e424b3....
9/28/2009

e424b3
Page 2 of 75
Table of Contents
As Filed Pursuant to Rule 424(b)3
Registration No.: 333-160799
Prospectus

Petróleos Mexicanos
Exchange Offer
for
U.S. $2,000,000,000 8.00% Notes due 2019
unconditionally guaranteed by
Pemex-Exploration and Production
Pemex-Refining
Pemex-Gas and Basic Petrochemicals
Terms of the Exchange Offer
·
We are offering to exchange securities that we sold in a private offering for an equal principal amount of new registered securities.
· The exchange offer commences on August 25, 2009 and expires at 5:00 p.m., New York City time, on September 23, 2009, unless we
extend it.
· You may withdraw a tender of old securities at any time prior to the expiration of the exchange offer.
· All old securities that are validly tendered and not validly withdrawn will be exchanged.
· We believe that the exchange of securities will not be a taxable exchange for either U.S. or Mexican federal income tax purposes.
· We will not receive any proceeds from the exchange offer.
· The terms of the new securities to be issued are identical to the old securities, except for the transfer restrictions and registration rights
relating to the old securities.
· Three of our subsidiary entities will, jointly and severally, guarantee the new securities. The guarantees will be unconditional and
irrevocable. These subsidiary entities are Pemex-Exploration and Production, Pemex-Refining and Pemex-Gas and Basic
Petrochemicals; we refer to them as the guarantors.
· The new securities will contain provisions regarding acceleration and future modifications to their terms that differ from those
applicable to certain of Petróleos Mexicanos, which we refer to as the issuer, and the guarantors' other outstanding public external
indebtedness issued prior to October 2004. Under these provisions, in certain circumstances, the issuer and the guarantors may amend
the payment and certain other provisions of the new securities with the consent of the holders of 75% of the aggregate principal
amount of the new securities.
We are not making an offer to exchange securities in any jurisdiction where the offer is not permitted.
Investing in the securities issued in the exchange offer involves certain risks. See "Risk Factors" beginning on page 11.
Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities commission in the United States has
approved or disapproved the securities to be distributed in the exchange offer, nor have they determined that this prospectus is
truthful and complete. Any representation to the contrary is a criminal offense.
August 25, 2009

http://www.sec.gov/Archives/edgar/data/932782/000095012309037896/y78416b3e424b3....
9/28/2009

e424b3
Page 3 of 75

TABLE OF CONTENTS

Page
Available Information
1
Electronic Delivery of Documents
2
Currency of Presentation
2
Presentation of Financial Information
3
Prospectus Summary
4
Selected Financial Data
10
Risk Factors
11
Forward-Looking Statements
18
Use of Proceeds
18
Ratio of Earnings to Fixed Charges
19
Capitalization of PEMEX
20
Recent Developments
21
Guarantors
22
The Exchange Offer
25
Description of the New Securities
36
Book Entry; Delivery and Form
55
Taxation
59
Plan of Distribution
65
Validity of Securities
66
Public Official Documents and Statements 66
Experts
66
Responsible Persons
67
General Information
67
ii
http://www.sec.gov/Archives/edgar/data/932782/000095012309037896/y78416b3e424b3....
9/28/2009

e424b3
Page 4 of 75
Table of Contents
Terms such as "we," "us" and "our" generally refer to Petróleos Mexicanos and its consolidated subsidiaries,
unless the context otherwise requires.
We will apply, through our listing agent, to have the new securities admitted to trading on the Euro MTF market of
the Luxembourg Stock Exchange. The old securities are currently admitted to trading on the Euro MTF market of the
Luxembourg Stock Exchange.
Petróleos Mexicanos filed a notice in respect of the offering of both the old securities and the new securities with
the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission, or the CNBV) of the
United Mexican States, which we refer to as Mexico, at the time the old securities were issued. Such notice is a
requirement under the Ley de Mercado de Valores (the Securities Market Law) in connection with an offering of
securities outside of Mexico by a Mexican issuer. Such notice is solely for information purposes and does not imply any
certification as to the investment quality of the new securities, the solvency of the issuer, the guarantors or the accuracy
or completeness of the information contained in this prospectus.
Furthermore, the information included in this prospectus is the sole responsibility of the issuer and the guarantors,
and has not been reviewed or authorized by the CNBV of Mexico. The new securities have not been registered in the
Registro Nacional de Valores (National Securities Registry, or the Registry), maintained by the CNBV and,
consequently, may not be offered or sold in Mexico except through a private offering conducted in accordance with
article 8 (or any successor provision) of the Securities Market Law. Any Mexican investor who acquires the new
securities from time to time must rely on its own examination of the issuer and the guarantors.
You should rely only on the information provided in this prospectus. We have authorized no one to provide you
with different information. You should not assume that the information in this prospectus is accurate as of any date other
than the date on the front of the document.
AVAILABLE INFORMATION
We have filed a registration statement with the SEC on Form F-4 covering the new securities. This prospectus
does not contain all of the information included in the registration statement. Any statement made in this prospectus
concerning the contents of any contract, agreement or other document is not necessarily complete. If we have filed any
of those contracts, agreements or other documents as an exhibit to the registration statement, you should read the exhibit
for a more complete understanding of the document or matter involved. Each statement regarding a contract, agreement
or other document is qualified in its entirety by reference to the actual document.
Petróleos Mexicanos is required to file periodic reports and other information (File No. 0-99) with the SEC under
the Securities Exchange Act of 1934, as amended. We will also furnish other reports as we may determine appropriate or
as the law requires. You may read and copy the registration statement, including the attached exhibits, and any reports or
other information we file, at the SEC's public reference room in Washington, D.C. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC's Public Reference Section at Judiciary Plaza, 100
F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. In addition, any filings we make electronically with the SEC will be available to the public
over the Internet at the SEC's website at http://www.sec.gov under the name "Mexican Petroleum."
You may also obtain copies of these documents at the offices of the Luxembourg listing agent, KBL European
Private Bankers S.A.
1
http://www.sec.gov/Archives/edgar/data/932782/000095012309037896/y78416b3e424b3....
9/28/2009

e424b3
Page 5 of 75
Table of Contents
The SEC allows Petróleos Mexicanos to "incorporate by reference" information it files with the SEC, which
means that Petróleos Mexicanos can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this prospectus, and later information filed with the
SEC will update and supercede this information. We incorporate by reference the documents filed by Petróleos
Mexicanos listed below:

· Petróleos Mexicanos' annual report on Form 20-F for the year ended December 31, 2008, filed with the SEC
on Form 20-F on June 30, 2009, which we refer to as the "Form 20-F";

· Petróleos Mexicanos' report relating to our unaudited condensed consolidated results for the three months
ended March 31, 2009, furnished to the SEC on Form 6-K on May 19, 2009 which we refer to as the "Form 6-
K"; 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 prospectus, filed with the SEC pursuant to Section 13(a), 13(c), or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and prior to the termination of the
exchange offer.
You may request a copy of any document that is incorporated by reference in this prospectus and that has not been
delivered with this prospectus, at no cost, by writing or telephoning Petróleos Mexicanos at: Gerencia Jurídica de
Finanzas, Avenida Marina Nacional No. 329, Colonia Huasteca, México D.F. 11311, telephone (52-55) 1944-9325, or
by contacting our Luxembourg listing agent at the address indicated on the inside back cover of this prospectus, as long
as any of the new securities are admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange, and
the rules of such stock exchange so require. To ensure timely delivery, investors must request this information no
later than five business days before the date they must make their investment decision.
ELECTRONIC DELIVERY OF DOCUMENTS
We are delivering copies of this prospectus in electronic form through the facilities of The Depository Trust
Company ("DTC"). You may obtain paper copies of the prospectus by contacting the exchange agent or the Luxembourg
listing agent at their respective addresses specified on the inside back cover of this prospectus. By participating in the
exchange offer, you will (unless you have requested paper delivery of documents) be consenting to electronic delivery of
these documents.
CURRENCY OF PRESENTATION
References in this prospectus to "U.S. dollars," "U.S. $," "dollars" or "$" are to the lawful currency of the United
States of America. References in this prospectus to "pesos" or "Ps." are to the lawful currency of Mexico. We use the
term "billion" in this prospectus to mean one thousand million.
This prospectus contains translations of certain peso amounts into U.S. dollars at specified rates solely for your
convenience. You should not construe these translations as representations that the peso amounts actually represent the
actual U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless we indicate otherwise, the
U.S. dollar amounts have been translated from pesos at an exchange rate of Ps. 13.5383 to U.S. $1.00, which is the
exchange rate that the Secretaría de Hacienda y Crédito Público (the Ministry of Finance and Public Credit) instructed
us to use on December 31, 2008.
2
http://www.sec.gov/Archives/edgar/data/932782/000095012309037896/y78416b3e424b3....
9/28/2009

e424b3
Page 6 of 75
Table of Contents
On August 14, 2009, the noon buying rate for cable transfers in New York reported by the Federal Reserve Bank
of New York was Ps. 12.8799 = U.S. $1.00.
PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of PEMEX as of December 31, 2007 and 2008 and for each of the
three years ended December 31, 2006, 2007 and 2008 are included in Item 18 of the Form 20-F incorporated by
reference in this prospectus and the registration statement covering the new securities. We refer to these financial
statements as the 2008 financial statements. These consolidated financial statements were prepared in accordance with
Normas de Información Financiera Mexicanas (Mexican Financial Reporting Standards, which we refer to as Mexican
FRS or NIFs).
We have also incorporated by reference in this prospectus PEMEX's condensed consolidated interim financial
statements as of March 31, 2009 and for the three months ended March 31, 2008 and 2009 (which we refer to as the
2009 interim financial statements), which were not audited and were prepared in accordance with Mexican FRS.
Beginning January 1, 2003, we recognized the effects of inflation in accordance with Governmental Standard GS-
06 BIS "A" Section C, which requires the adoption of Bulletin B-10, "Recognition of the Effects of Inflation on
Financial Information," under Mexican FRS (which we refer to as Bulletin B-10). As a result of the provisions of
Bulletin B-10, we restated our consolidated financial statements for the years ended December 31, 2004, 2005 and 2006,
in order to present our results for each of these years on the same basis and purchasing power as the results for the year
ended December 31, 2007 with respect to the recognition of the effects of inflation. Consequently, the amounts shown in
our consolidated financial statements for the years then ended are expressed in thousands of constant Mexican pesos as
of December 31, 2007. The December 31, 2007 restatement factors applied to the financial statements at December 31,
2004, 2005 and 2006 were 1.0752, 1.0405 and 1.0376, respectively, which correspond to inflation from January 1, 2005,
2006 and 2007 through December 31, 2007, respectively, based on the national consumer price index (NCPI).
As a result of the adoption of a new FRS B-10, commencing January 1, 2008, we no longer use inflation
accounting, unless the economic environment in which we operate qualifies as "inflationary," as defined by Mexican
FRS. Because the economic environment in the three-year period ended December 31, 2007 did not qualify as
inflationary, we did not use inflation accounting to prepare our consolidated financial statements as of December 31,
2008 or our 2009 interim financial statements. As a result, amounts in this prospectus and in the reports incorporated
herein are presented in nominal terms; however, such amounts do reflect inflationary effects recognized up to
December 31, 2007. See Note 3a. to the 2008 financial statements for a summary of the effects of adoption of new FRS
B-10 and Notes 3i., 3o., 3p., 3t., 3u. and 3x. to the 2008 financial statements included herein for discussion of the
inflation accounting rules applied prior to the adoption of new FRS B-10.
The 2008 financial statements were reconciled to United States generally accepted accounting principles, or "U.S.
GAAP." Mexican FRS differs in certain significant respects from U.S. GAAP; the differences that are material to the
2008 financial statements are described in Note 21 to the 2008 financial statements. No reconciliation of the 2009
interim financial statements has been prepared.
3
http://www.sec.gov/Archives/edgar/data/932782/000095012309037896/y78416b3e424b3....
9/28/2009

e424b3
Page 7 of 75
Table of Contents
PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus and may not contain all of the
information that is important to you. This prospectus includes specific terms of the new securities we are offering, as
well as information regarding our business and detailed financial data. We encourage you to read this prospectus in its
entirety.
The Issuer
Petróleos Mexicanos is a decentralized public entity of the federal government of the United Mexican States
("Mexico"). The Mexican Congress established Petróleos Mexicanos on June 7, 1938 in conjunction with the
nationalization of the foreign oil companies then operating in Mexico. Its operations are carried out through four
principal subsidiary entities, which are 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). Petróleos Mexicanos and each of the subsidiary entities are decentralized public
entities of Mexico and legal entities empowered to own property and carry on business in their own names. In addition, a
number of subsidiary companies are incorporated into the consolidated financial statements. We refer to Petróleos
Mexicanos, the subsidiary entities and these subsidiary companies as PEMEX, and together they comprise Mexico's
state oil and gas company.
The Exchange Offer
We are offering new, registered securities in exchange for U.S. $2,000,000,000 aggregate principal amount of
unregistered securities that we issued and sold in a private placement on February 3, 2009 to certain initial purchasers.
These initial purchasers sold the securities in offshore transactions and to qualified institutional buyers in transactions
exempt from the registration requirements of the Securities Act of 1933, as amended. We refer to the 8% Notes due 2019
that we issued in February 2009 as the "old securities," and the securities that we are now offering as the new securities.
The old securities and the new securities are guaranteed by Pemex-Exploration and Production, Pemex-Refining and
Pemex-Gas and Basic Petrochemicals.
Registration Rights Agreement
When we issued the old securities, we also entered into an exchange and registration rights agreement with the
initial purchasers of those old securities in which we agreed to do our best to complete exchange offer of the old
securities on or prior to April 5, 2010.
The Exchange Offer
Under the terms of the exchange offer, holders of the old securities are entitled to exchange old securities for new
securities with substantially identical terms.
You should read the discussion under the heading "Description of the New Securities" for further information
about the new securities and the discussion under the heading "The Exchange Offer" for more information about the
exchange process. The old securities may be tendered only in a principal amount of U.S. $10,000 and integral multiples
of U.S. $1,000 in excess thereof. As of this date, there are U.S. $2,000,000,000 aggregate principal amount of the old
securities outstanding.
Resale of New Securities
Based on an interpretation by the SEC staff set forth in no-action letters issued to third parties, we believe that you
may offer the new securities issued in the exchange offer for resale, resell them or otherwise transfer them without
compliance with the registration and prospectus delivery provisions of the Securities Act, as long as:
4
http://www.sec.gov/Archives/edgar/data/932782/000095012309037896/y78416b3e424b3....
9/28/2009

e424b3
Page 8 of 75
Table of Contents

· you are acquiring the new securities in the ordinary course of your business;

· you are not participating, do not intend to participate, and have no arrangement or understanding with any
person to participate, in the distribution of the new securities; and

· you are not an "affiliate" of ours, as defined under Rule 405 of the Securities Act.
If any statement above is not true and you transfer any new security without delivering a prospectus meeting the
requirements of the Securities Act or without an exemption from the registration requirements of the Securities Act, you
may incur liability under the Securities Act. We do not assume responsibility for or indemnify you against this liability.
If you are a broker-dealer and receive new securities for your own account in exchange for old securities that you
acquired as a result of market making or other trading activities, you must acknowledge that you will deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of the new securities. We will
make this prospectus available to broker-dealers for use in resales for 180 days after the expiration date of the exchange
offer.
Consequences of Failure to Exchange Old Securities
If you do not exchange your old securities for new securities, you will continue to hold your old securities. You
will no longer be able to require that we register the old securities under the Securities Act. In addition, you will not be
able to offer or sell the old securities unless:

· they are registered under the Securities Act, or

· you offer or sell them under an exemption from the requirements of, or in a transaction not subject to, the
Securities Act.
Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on September 23, 2009, unless we decide to
extend the expiration date.
Interest on the New Securities
The new securities will accrue interest at 8% per year, accruing from May 3, 2009, the last date on which we paid
interest on the old securities you exchange. We will pay interest on the new securities on May 3 and November 3 of each
year.
Conditions to the Exchange Offer
We may terminate the exchange offer and refuse to accept any old securities for exchange if:

· there has been a change in applicable law or the SEC staff's interpretation of applicable law, and the exchange
offer is not permitted under applicable law or applicable SEC staff interpretations of law; or

· there is a stop order in effect or threatened with respect to the exchange offer or the indenture governing the
securities.
We have not made the exchange offer contingent on holders tendering any minimum principal amount of old
securities for exchange.
Certain Deemed Representations, Warranties and Undertakings
If you participate in the exchange offer, you will be deemed to have made
5
http://www.sec.gov/Archives/edgar/data/932782/000095012309037896/y78416b3e424b3....
9/28/2009

e424b3
Page 9 of 75
Table of Contents
certain acknowledgments, representations, warranties and undertakings. See "The Exchange Offer--Holders' Deemed
Representations, Warranties and Undertakings."
Procedure for Tendering Old Securities
If you wish to accept the exchange offer, you must deliver electronically your acceptance together with your old
securities through DTC's Automated Tender Offer Program ("ATOP") system.
If you are not a direct participant in DTC, you must, in accordance with the rules of the DTC participant who holds
your securities, arrange for a direct participant in DTC to submit your acceptance to DTC electronically.
Withdrawal Rights
You may withdraw the tender of your old securities at any time prior to 5:00 p.m., New York City time, on the
expiration date, unless we have already accepted your old securities. To withdraw, you must send a written notice of
withdrawal to the exchange agent through the electronic submission of a message in accordance with the procedures of
DTC's ATOP system by 5:00 p.m., New York City time, on the scheduled expiration date. We may extend the
expiration date without extending withdrawal rights.
If you are not a direct participant in DTC, you must, in accordance with the rules of the DTC participant who holds
your securities, arrange for a direct participant in DTC to submit your written notice of withdrawal to DTC electronically
by 5:00 p.m., New York City time, on the expiration date.
Acceptance of Old Securities and Delivery of New Securities
If all of the conditions to the exchange offer are satisfied or waived, we will accept any and all old securities that
are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date. We will
deliver the new securities as promptly as practicable after the expiration date.
Tax Considerations
We believe that the exchange of old securities for new securities will not be a taxable exchange for U.S. federal
and Mexican income tax purposes. You should consult your tax advisor about the tax consequences of this exchange
offer as they apply to your individual circumstances.
Fees and Expenses
We will bear all expenses related to consummating the exchange offer and complying with the exchange and
registration rights agreement. The initial purchasers have agreed to reimburse us for certain of these expenses.
Exchange Agent
Deutsche Bank Trust Company Americas is serving as the exchange agent for the exchange offer. Deutsche Bank
Luxembourg S.A. is serving as the exchange agent in Luxembourg. The exchange agents' addresses, telephone numbers
and facsimile numbers are included under the heading "The Exchange Offer--The Exchange Agent; Luxembourg
Listing Agent."
Description of the New Securities
Issuer
Petróleos Mexicanos.
Guarantors
Pemex-Exploration and Production, Pemex-Refining and Pemex-Gas and Basic Petrochemicals will jointly and
severally
6
http://www.sec.gov/Archives/edgar/data/932782/000095012309037896/y78416b3e424b3....
9/28/2009

e424b3
Page 10 of 75
Table of Contents
unconditionally guarantee the payment of principal and interest on the new securities.
New Securities Offered
U.S. $2,000,000,000 aggregate principal amount of 8% Notes due 2019.
The form and terms of the new securities are the same as the form and terms of the old securities, except that:

· the new securities will be registered under the Securities Act and therefore will not bear legends restricting
their transfer,

· holders of the new securities will not be entitled to some of the benefits of the exchange and registration rights
agreement; and

· we will not issue the new securities under our medium-term note program.
The new securities will evidence the same debt as the old securities.
Maturity Date
May 3, 2019.
Interest Payment Dates
May 3 and November 3 of each year.
Further Issues
We may, without your consent, increase the size of the issue of the new securities or create and issue additional
securities with either the same terms and conditions or the same except for the issue price, the issue date and the amount
of the first payment of interest; provided that such additional securities do not have, for the purpose of U.S. federal
income taxation, a greater amount of original issue discount than the new securities have as of the date of the issue of the
additional securities. These additional securities may be consolidated and form a single series with the new securities.
Withholding Tax; Additional Amounts
We will make all principal and interest payments on the new securities without any withholding or deduction for
Mexican withholding taxes, unless we are required by law to do so. In some cases where we are obliged to withhold or
deduct a portion of the payment, we will pay additional amounts so that you will receive the amount that you would have
received had no tax been withheld or deducted. For a description of when you would be entitled to receive additional
amounts, see "Description of the New Securities--Additional Amounts."
Tax Redemption
If, as a result of certain changes in Mexican law, the issuer or any guarantor is obligated to pay additional amounts
on interest payments on the new securities at a rate in excess of 10% per year, then we may choose to redeem the new
securities. If we redeem the new securities, we will pay 100% of the outstanding principal amount, plus accrued and
unpaid interest and any additional amounts payable up to the date of our redemption.
Redemption of the New Securities at the Option of the Issuer
The issuer may at its option redeem the new securities, in whole or in part, at any time or from time to time prior
to their maturity, at a redemption price equal to the principal amount thereof, plus the Make-Whole Amount (as defined
under "Description of the New Securities--Redemption of the New Securities at the Option of the Issuer"), plus accrued
interest on the principal amount of the new securities, to the date of redemption.
7
http://www.sec.gov/Archives/edgar/data/932782/000095012309037896/y78416b3e424b3....
9/28/2009