Obligation Petromex 5.5% ( US71654QBZ46 ) en USD

Petromex

100 % ▼

Mexique

US71654QBZ46 ( en USD )

5.5% par an ( paiement semestriel )

04/02/2019 - Obligation échue

Prospectus brochure de l'obligation Pemex US71654QBZ46 en USD 5.5%, échue

10 000 USD

750 000 000 USD

71654QBZ4

BBB+ ( 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 US71654QBZ46, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/02/2019

L'Obligation émise par Petromex ( Mexique ) , en USD, avec le code ISIN US71654QBZ46, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Petromex ( Mexique ) , en USD, avec le code ISIN US71654QBZ46, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus
424B3 1 d302666d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-213351

Prospectus

Petróleos Mexicanos
Exchange Offers
for
U.S.$750,000,000 5.500% Notes due 2019
U.S.$1,250,000,000 6.375% Notes due 2021
U.S.$2,069,302,000 4.625% Notes due 2023
U.S.$3,000,000,000 6.875% Notes due 2026
U.S.$3,500,000,000 6.750% Bonds due 2047
unconditionally guaranteed by
Pemex Exploration and Production
Pemex Industrial Transformation
Pemex Drilling and Services
Pemex Logistics
Pemex Cogeneration and Services
Terms of the Exchange Offers

·
We are offering to exchange securities that we sold in private
·
Five of our subsidiary entities will, jointly and severally,
offerings and the securities that we issued pursuant to tender and
guarantee the new securities. The guarantees will be

exchange offers that we commenced in September 2016 for an
unconditional and irrevocable. These subsidiary entities are
equal principal amount of new registered securities.

Pemex Exploration and Production, Pemex Industrial

Transformation, Pemex Drilling and Services, and Pemex
·
The exchange offers commence on December 20, 2016 and
Logistics and Pemex Cogeneration and Services; we refer to

expire at 5:00 p.m., New York City time, on January 24, 2017,
them as the guarantors.
unless we extend them.

·
The new securities will contain provisions regarding acceleration
·
You may withdraw a tender of old securities at any time prior to

and future modifications to their terms that differ from those
the expiration of the exchange offers.
applicable to certain of Petróleos Mexicanos, which we refer to

·
All old securities that are validly tendered and not validly
as the issuer, and the guarantors' other outstanding public

withdrawn will be exchanged.

external indebtedness issued prior to October 2004. Under these

provisions, in certain circumstances, the issuer may amend the
·
We believe that the exchange of securities will not be a taxable
payment and certain other provisions of the new securities with

exchange for either U.S. or Mexican federal income tax
the consent of the holders of 75% of the aggregate principal
purposes.
amount of the new securities.

·
We will not receive any proceeds from the exchange offers.

·
The terms of the new securities to be issued are identical to the

old securities, except for the transfer restrictions and registration
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Final Prospectus
rights relating to the old 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 offers involves certain risks. See "Risk Factors" beginning on page 12.
Neither the U.S. Securities and Exchange Commission (the SEC) nor any state securities commission in the United States of America
(the United States) has approved or disapproved the securities to be distributed in the exchange offers, nor have they determined that this
prospectus is truthful and complete. Any representation to the contrary is a criminal offense.
December 20, 2016
Table of Contents
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
11
Risk Factors
12
Forward-Looking Statements
22
Use of Proceeds
22
Ratio of Earnings To Fixed Charges
23
Capitalization of Pemex
24
Guarantors
25
The Exchange Offers
26
Description of the New Securities
36
Book Entry; Delivery and Form
53
Taxation
56
Plan of Distribution
61
Validity of Securities
62
Public Official Documents and Statements
62
Experts
62
Responsible Persons
62
General Information
63

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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.
The information contained in this prospectus is the exclusive responsibility of the issuer and the guarantors and has not been reviewed or
authorized by 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. Petróleos Mexicanos filed a notice in respect of the offerings of both the old securities and the new securities
with the CNBV at the time the old securities of each series were issued. Such notice is a requirement under the Ley del Mercado de Valores
(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 or the guarantors or the
accuracy or completeness of the information contained in this prospectus. The new securities have not been and will not be registered in the
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Registro Nacional de Valores (National Securities Registry), maintained by the CNBV, and may not be offered or sold publicly in
Mexico. Furthermore, the new securities may not be offered or sold in Mexico, except through a private placement made to institutional or
qualified investors conducted in accordance with Article 8 of the Securities Market Law.
We are responsible for the information contained in this prospectus. We have not authorized anyone to give you any other information, and
we take no responsibility for any other information that others may give you. 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 (which we refer to as the Exchange Act). 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.

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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 supersede 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, 2015, filed with the SEC on Form 20-F on May 16,

2016, which we refer to as the Form 20-F;

· Petróleos Mexicanos' report relating to certain recent developments and our unaudited condensed consolidated results as of and for the

three and sixmonth periods ended June 30, 2016, which was furnished to the SEC on Form 6-K on September 13, 2016, which we
refer to as our September 6-K;

· Petróleos Mexicanos' report relating to the unaudited condensed consolidating financial information as of and for the sixmonth period

ended June 30, 2016 of Petróleos Mexicanos, the guarantors and the non-guarantor subsidiaries, which was furnished to the SEC on
Form 6-K on November 30, 2016;

· Petróleos Mexicanos' report relating to certain recent developments and our unaudited condensed consolidated results as of and for the

ninemonth period ended September 31, 2016, which was furnished to the SEC on Form 6-K on December 6, 2016, which we refer to
as our December 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 Exchange Act after the date of this
prospectus and prior to the termination of the exchange offers.
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 Financiera, Petróleos Mexicanos, Avenida Marina
Nacional No. 329, Colonia Verónica Anzures, Ciudad de México, México 11300, 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
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Final Prospectus
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 Luxembourg listing agent at its address specified on the inside back cover of this
prospectus. By participating in the exchange offers, you will 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. 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 included herein have been translated from pesos at an
exchange rate of Ps. 18.9113 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 June 30, 2016.
On December 16, 2016, the noon buying rate for cable transfers in New York reported by the Federal Reserve Bank was Ps. 20.4170 = U.S.
$1.00.

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PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of Petróleos Mexicanos, subsidiary entities and subsidiary companies as of December 31, 2015
and 2014 and for the years ended December 31, 2015, 2014 and 2013 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 2015 financial statements. These
consolidated financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board (IASB). We refer in this document to "International Financial Reporting Standards as issued by the IASB" as
IFRS. These financial statements were audited in accordance with the International Standards on Auditing, as required by the CNBV, and in
accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United States) for purposes of filing with the SEC.
We have incorporated by reference in this prospectus the unaudited condensed consolidated interim financial statements of Petróleos
Mexicanos, subsidiary entities and subsidiary companies as of June 30, 2016 and for the three and sixmonth periods ended June 30, 2016 and
2015 (which we refer to as the June 2016 interim financial statements), which were not audited and were prepared in accordance with International
Accounting Standard (IAS) 34 "Interim Financial Reporting" of IFRS.

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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
On September 21, 2016, we issued U.S. $2,000,000,000 of
4.625% Notes due 2023. We refer to the U.S. $2,000,000,000 of
Petróleos Mexicanos is a productive state-owned company of
4.625% Notes due 2023 we issued in September as the original
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the Federal Government of Mexico (which we refer to as the
2023 old securities. In addition, on October 3, 2016, we issued
Mexican Government). The Federal Congress of Mexico (which we
U.S. $69,302,000 of 4.625% Notes due 2023 pursuant to tender and
refer to as the Mexican Congress) established Petróleos Mexicanos
exchange offers that we commenced in September 2016 and
by decree on July 20, 1938. Its operations are carried out through
concluded in October 2016, which we refer to as the tender and
seven principal subsidiary entities, which are Pemex Exploración y
exchange offers. We refer to the U.S. $69,302,000 of 4.625% Notes
Producción (Pemex Exploration and Production), Pemex
due 2023 we issued in October 2016 as the additional 2023 old
Transformación Industrial (Pemex Industrial Transformation),
securities and, together with the original 2023 old securities, the
Pemex Perforación y Servicios (Pemex Drilling and Services),
2023 old securities.
Pemex Logística (Pemex Logistics), Pemex Cogeneración y
Servicios (Pemex Cogeneration and Services), Pemex
On February 4, 2016, we issued U.S. $3,000,000,000 of
Fertilizantes (Pemex Fertilizers) and Pemex Etileno (Pemex
6.875% Notes due 2026. We refer to the U.S. $3,000,000,000 of
Ethylene). Petróleos Mexicanos and each of the subsidiary entities
6.875% Notes due 2026 we issued in February 2016 as the 2026 old
are public-sector entities of Mexico empowered to own property
securities.
and carry on business in their own names. In addition, a number of
subsidiary companies are incorporated into the consolidated
On September 21, 2016, we issued U.S. $2,000,000,000 of
financial statements. We refer to Petróleos Mexicanos, the
6.750% Bonds due 2047. We refer to the U.S. $2,000,000,000 of
subsidiary entities and these subsidiary companies as PEMEX, and
6.750% Bonds due 2047 we issued in September 2016 as the
together they comprise Mexico's state oil and gas company.
original 2047 old securities. In addition, on October 3, 2016, we
issued U.S. $1,500,000,000 of 6.750% Bonds due 2047 pursuant to
The Exchange Offers
the tender and exchange offers. We refer to the U.S. $1,500,000,000
of 6.750% Bonds due 2047 we issued in October 2016 as the
On February 4, 2016, we issued U.S. $750,000,000 of 5.500%
additional 2047 old securities and, together with the original 2047
Notes due 2019. We refer to the U.S. $750,000,000 of 5.500%
old securities, the 2047 old securities.
Notes due 2019 that we issued in February 2016 as the 2019 old
securities.
We are offering new, registered securities in exchange for the
2019 old securities, the 2021 old securities, the 2023 old securities,
On February 4, 2016, we issued U.S. $1,250,000,000 of
the 2026 old securities and the 2047 old securities.
6.375% Notes due 2021. We refer to the U.S. $1,250,000,000 of
6.375% Notes due 2021 that we issued in February 2016 as the 2021
The 2021 old securities, the 2023 old securities, the 2026 old
old securities.
securities and the 2047 old securities are unregistered and were
issued and sold by us in

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private placements to certain initial purchasers. These initial
The series of new securities that we will issue in exchange for
purchasers sold the 2019 old securities, the 2021 old securities, the
old securities will correspond to the series of old securities tendered
original 2023 old securities, the 2026 old securities and the original
as follows:
2047 old securities in offshore transactions and to qualified

institutional buyers in transactions exempt from the registration
Corresponding Old
requirements of the Securities Act of 1933, as amended (which we
New Securities Series

Securities Series
5.500% Notes due 2019, or 2019
2019 old securities
refer to as the Securities Act). The additional 2023 old securities
new securities

and the additional 2047 old securities are unregistered and were
issued and sold by us pursuant to the tender and exchange offers in
6.375% Notes due 2021, or 2021
2021 old securities
transactions exempt from the registration requirements of the
new securities

Securities Act. We refer to the 2019 old securities, the 2021 old
4.625% Notes due 2023, or 2023
2023 old securities
securities, the 2023 old securities, the 2026 old securities and the
new securities

2047 old securities as the "old securities," and the securities that we
6.875% Notes due 2026, or 2026
2026 old securities
are now offering as the "new securities." The old securities and the
new securities

new securities are guaranteed by Pemex Exploration and
Production, Pemex Industrial Transformation, Pemex Drilling and
6.750% Bonds due 2047, or 2047
2047 old securities
Services, Pemex Logistics and Pemex Cogeneration and Services.
new securities

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Final Prospectus
As of the date of this prospectus, the following amounts of each
Registration Rights Agreements
series are outstanding:
Each time we issued a series of old securities, we also entered

·
U.S. $750,000,000 aggregate principal amount of 2019
into an exchange and registration rights agreement with the initial

old securities;
purchasers or the dealer managers, as the case may be, in which we

agreed to do our best to complete exchange offers of those old
·
U.S. $1,250,000,000 aggregate principal amount of 2021
securities on or prior to a particular date.

old securities;

·
U.S. $2,069,302,000 aggregate principal amount of 2023
The Exchange Offers

old securities;

Under the terms of the exchange offers, holders of each series
·
U.S. $3,000,000,000 aggregate principal amount of 2026
of old securities are entitled to exchange old securities for an equal

old securities; and
principal amount of new securities with substantially identical

terms.
·
U.S. $3,500,000,000 aggregate principal amount of 2047

old securities.
You should read the discussion under the heading "Description
of the New Securities" for further information about the new
Resale of New Securities
securities and the discussion under the heading "The Exchange
Offers" for more information about the exchange process. The old
Based on an interpretation by the SEC staff set forth in no-
securities may be tendered only in a principal amount of
action letters issued to third parties, we believe that you may offer
U.S. $10,000 and integral multiples of U.S. $1,000 in excess
the new securities issued in the exchange offers for resale, resell
thereof.
them or otherwise transfer them without compliance with the
registration and prospectus delivery provisions of the Securities Act,
as long as:

·
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

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·
you are not an "affiliate" of ours, as defined under
The 2021 new securities will accrue interest at 6.375% per

Rule 405 of the Securities Act.
year, accruing from August 4, 2016. We will pay interest on the
2021 new securities on February 4 and August 4 of each year.
If any statement above is not true and you transfer any new
security without delivering a prospectus meeting the requirements of
The 2023 new securities will accrue interest at 4.625% per
the Securities Act or without an exemption from the registration
year, accruing from September 21, 2016. We will pay interest on
requirements of the Securities Act, you may incur liability under the
the 2023 new securities on March 21 and September 21 of each year.
Securities Act. We do not assume responsibility for or indemnify
you against this liability.
The 2026 new securities will accrue interest at 6.875% per
year, accruing from August 4, 2016. We will pay interest on the
If you are a broker-dealer and receive new securities for your
2026 new securities on February 4 and August 4 of each year.
own account in exchange for old securities that you acquired as a
result of market making or other trading activities, you must
The 2047 new securities will accrue interest at 6.750% per
acknowledge that you will deliver a prospectus meeting the
year, accruing from September 21, 2016. We will pay interest on
requirements of the Securities Act in connection with any resale of
the 2047 new securities on March 21 and September 21 of each year.
the new securities. We will make this prospectus available to
broker-dealers for use in resales for 180 days after the expiration
Conditions to the Exchange Offers
date of the exchange offers.
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We may terminate the exchange offers and refuse to accept
any old securities for exchange if:
Consequences of Failure to Exchange Old Securities

If you do not exchange your old securities for new securities,
·
there has been a change in applicable law or the SEC
you will continue to hold your old securities. You will no longer be
staff's interpretation of applicable law, and the exchange

able to require that we register the old securities under the Securities
offers are not permitted under applicable law or
Act. In addition, you will not be able to offer or sell the old
applicable SEC staff interpretations of law; or

securities unless:
·
there is a stop order in effect or threatened with respect to

·
they are registered under the Securities Act; or

the exchange offers or the indenture governing those

securities.
·
you offer or sell them under an exemption from the

requirements of, or in a transaction not subject to, the
We have not made the exchange offers contingent on holders
Securities Act.
tendering any minimum principal amount of old securities for
exchange.
Expiration Date
Certain Deemed Representations, Warranties and Undertakings
The exchange offers will expire at 5:00 p.m., New York City
time, on January 24, 2017, unless we decide to extend the expiration
If you participate in the exchange offers, you will be deemed
date.
to have made certain acknowledgments, representations, warranties
and undertakings. See "The Exchange Offers--Holders' Deemed
Representations, Warranties and Undertakings."
Interest on the New Securities
The 2019 new securities will accrue interest at 5.500% per
year, accruing from August 4, 2016. We will pay interest on the
2019 new securities on February 4 and August 4 of each year.

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Procedure for Tendering Old Securities
should consult your tax advisor about the tax consequences of the
exchange offers as they apply to your individual circumstances.
If you wish to accept the exchange offers, you must deliver
electronically your acceptance together with your old securities
through DTC's Automated Tender Offer Program (ATOP) system.
Fees and Expenses
We will bear all expenses related to consummating the
If you are not a direct participant in DTC, you must, in
exchange offers and complying with the exchange and registration
accordance with the rules of the DTC participant who holds your
rights agreements. The initial purchasers and the dealer managers
securities, arrange for a direct participant in DTC to submit your
have agreed to reimburse us for certain of these expenses.
acceptance to DTC electronically.
Exchange Agent
Withdrawal Rights
Deutsche Bank Trust Company Americas is serving as the
You may withdraw the tender of your old securities at any time
exchange agent for the exchange offers. The exchange agent's
prior to 5:00 p.m., New York City time, on the expiration date,
address, telephone number and facsimile number are included under
unless we have already accepted your old securities. To withdraw,
the heading "The Exchange Offers--The Exchange Agent;
you must send a written notice of withdrawal to the exchange agent
Luxembourg Listing 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
Description of the New Securities
expiration date without extending withdrawal rights.
Issuer
If you are not a direct participant in DTC, you must, in
Petróleos Mexicanos.
accordance with the rules of the DTC participant who holds your
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securities, arrange for a direct participant in DTC to submit your
Guarantors
written notice of withdrawal to DTC electronically by 5:00 p.m.,
New York City time, on the expiration date.
Pemex Exploration and Production, Pemex Industrial
Transformation, Pemex Drilling and Services, Pemex Logistics and
Pemex Cogeneration and Services will jointly and severally
Acceptance of Old Securities and Delivery of New Securities
unconditionally guarantee the payment of principal and interest on
If all of the conditions to the exchange offers are satisfied or
the new securities.
waived, we will accept any and all old securities that are properly
tendered in the exchange offers prior to 5:00 p.m., New York City
New Securities Offered
time, on the expiration date. We will deliver the new securities

promptly after the expiration of the exchange offers.
·
U.S. $750,000,000 aggregate principal amount of 5.500%

Notes due 2019.

Tax Considerations
·
U.S. $1,250,000,000 aggregate principal amount of

We believe that the exchange of old securities for new
6.375% Notes due 2021.

securities will not be a taxable exchange for U.S. federal and
·
U.S. $2,069,302,000 aggregate principal amount of
Mexican income tax purposes. You

4.625% Notes due 2023.

·
U.S. $3,000,000,000 aggregate principal amount of

6.875% Notes due 2026.

·
U.S. $3,500,000,000 aggregate principal amount of

6.750% Bonds due 2047.

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The form and terms of each series of new securities are the
Further Issues
same as the form and terms of the old securities of the
We may, without your consent, increase the size of the issue of
corresponding series, except that:
any series of new securities or create and issue additional securities

·
the new securities will be registered under the Securities
with either the same terms and conditions or the same except for the

Act and therefore will not bear legends restricting their
issue price, the issue date and the amount of the first payment of
transfer;
interest; provided that such additional securities do not have, for the

purpose of U.S. federal income taxation, a greater amount of
·
holders of the new securities will not be entitled to some
original issue discount than the affected new securities have as of

of the benefits of the exchange and registration rights
the date of the issue of the additional securities. These additional
agreements; and
securities may be consolidated to form a single series with the

·
we will not issue the new securities under our medium-
corresponding new securities.

term note program.
Withholding Tax; Additional Amounts
The new securities will evidence the same debt as the old
securities.
We will make all principal and interest payments on the new
securities without any withholding or deduction for Mexican
Maturity Dates
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

·
2019 new securities mature on February 4, 2019.
payment, we will pay additional amounts so that you will receive

·
2021 new securities mature on February 4, 2021.
the amount that you would have received had no tax been withheld

or deducted. For a description of when you would be entitled to

·
2023 new securities mature on September 21, 2023.
receive additional amounts, see "Description of the New Securities

·
2026 new securities mature on February 4, 2026.
--Additional Amounts."

·
2047 new securities mature on September 21, 2047.
Tax Redemption
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Final Prospectus
If, as a result of certain changes in Mexican law, the issuer or
Interest Payment Dates
any guarantor is obligated to pay additional amounts on interest

·
For the 2019 new securities, February 4 and August 4 of
payments on the new securities at a rate in excess of 10% per year,

each year.
then we may choose to redeem those new securities. If we redeem

any new securities, we will pay 100% of their outstanding principal
·
For the 2021 new securities, February 4 and August 4 of

amount, plus accrued and unpaid interest and any additional
each year.
amounts payable up to the date of our redemption.

·
For the 2023 new securities, March 21 and September 21

of each year.
Redemption of the New Securities at the Option of the Issuer

·
For the 2026 new securities, February 4 and August 4 of
The issuer may at its option redeem the 2019 new securities,

each year.
the 2021 new securities, the 2023 new securities, the 2026 new

securities or the 2047 new
·
For the 2047 new securities, March 21 and September 21

of each year.

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Table of Contents
securities, in whole or in part, at any time or from time to time prior
guarantors to secure our debts. In addition, we may pledge oil or oil
to their maturity, at a redemption price equal to the principal
receivables to secure debts payable in pesos or debts which are
amount thereof, plus the Make-Whole Amount (as defined under
different than the new securities, such as commercial bank loans.
"Description of the New Securities--Redemption of the New
Securities at the Option of the Issuer"), plus accrued interest on the
Indenture
principal amount of the 2019 new securities, the 2021 new
securities, the 2023 new securities, the 2026 new securities or the
The new securities will be issued pursuant to an indenture
2047 new securities, as the case may be, to the date of redemption.
dated as of January 27, 2009, between the issuer and the trustee, as
supplemented.
Ranking of the New Securities and the Guaranties
Trustee
The new securities:

Deutsche Bank Trust Company Americas.
·
will be our direct, unsecured and unsubordinated public

external indebtedness, and

Events of Default
·
will rank equally in right of payment with each other and

with all our existing and future unsecured and
The new securities and the indenture under which the new
unsubordinated public external indebtedness.
securities will be issued contain certain events of default. If an
event of default occurs and is continuing with respect to a series of
The guaranties of the new securities by each of the guarantors
securities, 20% of the holders of the outstanding securities of that
will constitute direct, unsecured and unsubordinated public external
series can require us to pay immediately the principal of and interest
indebtedness of each guarantor, and will rank pari passu with each
on all those securities. For a description of the events of default and
other and with all other present and future unsecured and
their grace periods, you should read "Description of the New
unsubordinated public external indebtedness of each of the
Securities--Events of Default; Waiver and Notice."
guarantors. These financial obligations include certain financial
leases outstanding as of December 31, 2014, which will, with
Collective Action Clauses
respect to the assets securing those financial leases, rank prior to the
new securities and the guaranties.
The new securities will contain provisions regarding
acceleration and future modifications to their terms that differ from
those applicable to certain of the issuer's and the guarantors' other
Negative Pledge
outstanding public external indebtedness issued prior to October
None of the issuer or the guarantors or their respective
2004. Under these provisions, in certain circumstances, the issuer
subsidiaries will create security interests in our crude oil and crude
and the guarantors may amend the payment and certain other
oil receivables to secure any public external indebtedness. However,
provisions of a series of new securities with the consent of the
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Final Prospectus
we may enter into up to U.S. $4 billion of receivables financings
holders of 75% of the aggregate principal amount of such new
and similar transactions in any year and up to U.S. $12 billion of
securities.
receivables financings and similar transactions in the aggregate.
Governing Law
We may pledge or grant security interests in any of our other
assets or the assets of the issuer or the
The new securities and the indenture will be governed by New
York law, except that the laws of Mexico will govern the
authorization and execution of these documents by Petróleos
Mexicanos.

9
Table of Contents
Listing and Trading
and accepted in the exchange offers, the trading market, if any, for
the old securities would be reduced.
We will apply, through our listing agent, to have the new
securities listed on the Luxembourg Stock Exchange and admitted
We cannot promise that a market for the new securities will be
to trading on the Euro MTF market of the Luxembourg Stock
liquid or will continue to exist. Prevailing interest rates and general
Exchange. All of the old securities are currently listed on the
market conditions could affect the price of the new securities. This
Luxembourg Stock Exchange and admitted to trading on the Euro
could cause the new securities to trade at prices that may be lower
MTF market of the Luxembourg Stock Exchange.
than their principal amount or their initial offering price.
Use of Proceeds
In addition to these risks, there are additional risk factors
related to our operations, the Mexican Government's ownership and
We will not receive any cash proceeds from the issuance of the
control over us and Mexico generally. These risks are described
new securities.
beginning on page 12.
Principal Executive Offices
Ratio of Earnings to Fixed Charges
Our headquarters are located at:
Our consolidated ratio of earnings to fixed charges for the year
Avenida Marina Nacional No. 329
ended December 31, 2012 was 1.01. Earnings for the years ended
Colonia Verónica Anzures
December 31, 2011, 2013, 2014 and 2015 and for the six months
Ciudad de México,
ended June 30, 2015 and 2016 were insufficient to cover fixed
México 11300
charges. The amount by which fixed charges exceeded earnings was
Phone: (52-55) 1944-2500.
Ps. 106,476 million, Ps. 165,217 million, Ps. 283,640 million and
Ps. 765,161 million for the years ended December 31, 2011, 2013,
2014 and 2015, respectively, and Ps. 183,794 million and
Risk Factors
Ps. 141,571 million for the six months ended June 30, 2015 and
Holders of old securities that do not exchange their old
2016, respectively.
securities for new securities will continue to be subject to the
restrictions on transfer that are listed on the legends of those old
securities. These restrictions will make the old securities less
liquid. To the extent that old securities are tendered

10
Table of Contents
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