Bond Pemex 3.125% ( US71654QBQ47 ) in USD

Issuer Pemex
Market price 100 %  ▼ 
Country  Mexico
ISIN code  US71654QBQ47 ( in USD )
Interest rate 3.125% per year ( payment 2 times a year)
Maturity 23/01/2019 - Bond has expired



Prospectus brochure of the bond Pemex US71654QBQ47 in USD 3.125%, expired


Minimal amount 10 000 USD
Total amount 497 278 000 USD
Cusip 71654QBQ4
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Petróleos Mexicanos (Pemex) is a Mexican state-owned petroleum company.

The Bond issued by Pemex ( Mexico ) , in USD, with the ISIN code US71654QBQ47, pays a coupon of 3.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 23/01/2019







Luxembourg Listing Memorandum
Petróleos Mexicanos
U.S. $497,278,000 3.125% Notes due 2019 (ISIN No. US71654QBQ47)
U.S. $499,236,000 4.875% Notes due 2024 (ISIN No. US71654QBH48)
U.S. $2,999,980,000 6.375% Bonds due 2045 (ISIN No. US71654QBR20)
unconditionally guaranteed by
Pemex-Exploration and Production
Pemex-Refining
Pemex-Gas and Basic Petrochemicals
The payment of principal of and interest on the U.S. $497,278,000 3.125% Notes due 2019 (the "2019 new
securities"), U.S. $499,236,000 4.875% Notes due 2024 (the "2024 additional new securities"), which are fully
fungible with (i) the U.S. $100,000 principal amount of the 4.875% Notes due 2024 that we issued pursuant to our
3(a)(9) Exchange Offer and (ii) the U.S. $999,900,000 principal amount of our outstanding 4.875% Notes due 2024
that we issued pursuant to the exchange offers that we completed in August 2013 and March 2014, and the
U.S. $2,999,980,000 6.375% Bonds due 2045 (the "2045 new securities," and, together with the 2019 new securities
and the 2024 additional new securities, the "securities") will be unconditionally and irrevocably guaranteed jointly
and severally by Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica (each
a "guarantor" and, collectively, the "guarantors"), each of which is a decentralized public entity of the Federal
Government (the "Mexican Government") of the United Mexican States ("Mexico"). The securities are not
obligations of, or guaranteed by, the Mexican Government. The securities are subject to redemption prior to
maturity, as described under "Description of the Securities--Tax Redemption" and "--Redemption of the Securities
at the Option of the Issuer."
U.S. $497,278,000 principal amount of the 2019 new securities, U.S. $499,236,000 of the 2024 additional
new securities and U.S. $2,999,980,000 principal amount of the 2045 new securities were issued by Petróleos
Mexicanos (the "issuer" and, together with the guarantors and their consolidated subsidiaries, "PEMEX"), a
productive state-owned company of the Mexican Government, on October 24, 2014 pursuant to exchange offers (the
"Exchange Offers") commenced by the issuer on September 22, 2014 that expired on October 21, 2014.
The issuer will pay interest on the 2019 new securities on January 23 and July 23 of each year. The first
interest payment on the 2019 new securities on January 23, 2015 included interest accrued from July 23, 2014. The
2019 new securities will mature on January 23, 2019.
The issuer will pay interest on the 2024 additional new securities on January 18 and July 18 of each year.
The first interest payment on the 2024 additional new securities on January 18, 2015 included interest accrued from
July 18, 2014. The 2024 additional new securities will mature on January 18, 2024.
The issuer will pay interest on the 2045 new securities on January 23 and July 23 of each year. The first
interest payment on the 2045 new securities on January 23, 2015 included interest accrued from July 23, 2014. The
2045 new securities will mature on January 23, 2045.
The securities will contain provisions regarding acceleration and future modifications to their terms that
differ from those applicable to certain of the issuer and the guarantors' other outstanding public external
indebtedness issued prior to October 2004. Under these provisions, in certain circumstances, the issuer may amend
the payment and certain other provisions of the securities with the consent of the holders of 75% of the aggregate
principal amount of the securities.
Investing in the securities involves certain risks. See "Risk Factors" beginning on page 9.
Application has been made to list the securities on the Luxembourg Stock Exchange and for admission of
the securities for trading on the Euro MTF market. This Listing Memorandum constitutes a "prospectus" for the
purposes of Part IV of the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended, and may
be used only for the purposes for which it has been published.


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.
______________________________
May 21, 2015
ii


TABLE OF CONTENTS
Page
Available Information..................................................................................................................................1
Currency of Presentation..............................................................................................................................2
Presentation of Financial Information..........................................................................................................3
Summary......................................................................................................................................................4
Selected Financial Data................................................................................................................................8
Risk Factors .................................................................................................................................................9
Forward-Looking Statements.....................................................................................................................19
Use of Proceeds..........................................................................................................................................19
Ratio of Earnings to Fixed Charges...........................................................................................................21
Capitalization of PEMEX ..........................................................................................................................22
Guarantors..................................................................................................................................................23
Description of the Securities......................................................................................................................26
Book Entry; Delivery and Form ................................................................................................................46
Taxation .....................................................................................................................................................50
Plan of Distribution....................................................................................................................................56
Public Official Documents and Statements ...............................................................................................57
Responsible Persons...................................................................................................................................57
General Information...................................................................................................................................58
iii


Terms such as "we," "us" and "our" generally refer to Petróleos Mexicanos and its consolidated
subsidiaries, unless the context otherwise requires.
The information contained in this Listing Memorandum 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 of Mexico, or the "CNBV"). Petróleos
Mexicanos filed notices in respect of the offerings of the securities with the CNBV at the time the old
securities (as defined in "Summary--Description of the Securities--Securities listed" below) of each
series were issued. Such notices are a requirement under the Ley del Mercado de Valores (the Securities
Market Law) in connection with an offering of both the old securities and the 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 securities, the solvency of the issuer or the guarantors or the accuracy
or completeness of the information contained in this Listing Memorandum. The securities have not been
and will not be registered in the Registro Nacional de Valores (National Securities Registry), maintained
by the CNBV, and may not be offered or sold publicly in Mexico. Furthermore, the 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.
This Listing Memorandum constitutes a "prospectus" for the purposes of Part IV of the
Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended, and may be used only
for the purposes for which it has been published.
You should rely only on the information provided in this Listing Memorandum. We have
authorized no one to provide you with different information. You should not assume that the information
in this Listing Memorandum 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 securities. This
Listing Memorandum does not contain all of the information included in the registration statement. Any
statement made in this Listing Memorandum 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.
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 Listing
Memorandum, and later information filed with the SEC will update and supersede this information. The
following documents filed by the issuer with the SEC are incorporated by reference into this Listing
Memorandum and are available for viewing at the website of the Luxembourg Stock Exchange at
http://www.bourse.lu:
Petróleos Mexicanos' annual report on Form 20-F for the year ended December 31,
2014, filed with the SEC on Form 20-F on April 30, 2015 (the "Form 20-F");
an indenture, dated as of January 27, 2009, between Petróleos Mexicanos and
Deutsche Bank Trust Company Americas, as trustee (the "trustee"), as supplemented
by (i) the First Supplemental Indenture, dated as of June 2, 2009, among the issuer,
the trustee and Deutsche Bank AG, London Branch as International Paying Agent,
1


(ii) the Second Supplemental Indenture, dated as of October 13, 2009, among the
issuer, the trustee, Credit Suisse AG, as Principal Swiss Paying Agent and
Authenticating Agent, and BNP Paribas (Suisse) S.A., as Swiss Paying Agent,
(iii) the Third Supplemental Indenture, dated as of April 10, 2012, among the issuer,
the trustee and Credit Suisse AG, as Swiss Paying Agent and Authenticating Agent,
(iv) the Fourth Supplemental Indenture, dated as of June 24, 2014, between the issuer
and the trustee, and (v) the Fifth Supplemental Indenture, dated as of October 15,
2014, between the issuer and the trustee (as supplemented, the "indenture");
the forms of the securities of each series; and
all reports on Form 6-K that are designated in such reports as being incorporated into
this Listing Memorandum, filed with the SEC pursuant to Section 13(a), 13(c) or
15(d) of the U.S. Securities Exchange Act of 1934, as amended, and made available
for viewing at the website of the Luxembourg Stock Exchange at
http://www.bourse.lu after the date of this Listing Memorandum.
The information incorporated by reference is considered to be part of this Listing Memorandum.
You may read and copy the documents incorporated by reference 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, these documents are available to the public over the Internet at the SEC's
website at http://www.sec.gov under the name "Mexican Petroleum."
You may request a copy of any document that is incorporated by reference in this Listing
Memorandum, at no cost, by writing or telephoning Petróleos Mexicanos at: Gerencia Jurídica de
Finanzas, Avenida Marina Nacional No. 329, Colonia Petróleos Mexicanos, México D.F. 11311,
telephone (52-55) 1944-9325.
You may also obtain copies of these documents free of charge at the offices of the Luxembourg
listing agent, KBL European Private Bankers S.A. and at the office of Deutsche Bank Luxembourg S.A.
(in such capacity the "paying agent" and the "transfer agent") in Luxembourg.
CURRENCY OF PRESENTATION
References in this Listing Memorandum to "U.S. dollars," "U.S. $," "dollars" or "$" are to the
lawful currency of the United States. References in this Listing Memorandum to "pesos" or "Ps." are to
the lawful currency of Mexico. We use the term "billion" in this Listing Memorandum to mean one
thousand million.
This Listing Memorandum 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. 14.7180 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, or the
"SHCP") instructed us to use on December 31, 2014.
On May 8, 2015, the noon buying rate for cable transfers in New York reported by the Federal
Reserve Bank was Ps. 15.1210 = U.S. $1.00.
2


PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of Petróleos Mexicanos, subsidiary entities and
subsidiary companies as of December 31, 2014, and 2013 and for the years ended December 31, 2014,
2013 and 2012 are included in Item 18 of the Form 20-F incorporated by reference in this Listing
Memorandum. We refer to these financial statements as the "2014 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.
3


SUMMARY
The following summary highlights selected information from this Listing Memorandum and may
not contain all of the information that is important to you. We encourage you to read this Listing
Memorandum in its entirety.
The Issuer
Securities Listed
Petróleos Mexicanos is a productive
U.S. $497,278,000 aggregate
state-owned
company
of the
Mexican
principal amount of 3.125%
Government. The Federal Congress of Mexico
Notes due 2019.
(the "Mexican Congress") established Petróleos
Mexicanos by decree on July 20, 1938 in
U.S. $499,236,000 aggregate
conjunction with the nationalization of the
principal amount of 4.875%
foreign oil companies then operating in Mexico.
Notes due 2024.
Its operations are carried out through four
principal subsidiary entities, which are Pemex-
U.S. $2,999,980,000 aggregate
Exploración y Producción (Pemex-Exploration
principal amount of 6.375%
and Production), Pemex-Refinación (Pemex-
Bonds due 2045.
Refining), Pemex-Gas y Petroquímica Básica
(Pemex-Gas and Basic Petrochemicals) and
The issuer issued U.S. $497,278,000
Pemex-Petroquímica (Pemex-Petrochemicals).
principal amount of the 2019 new securities,
Each of the subsidiary entities is a decentralized
U.S. $499,136,000 principal amount of the 2024
public entity of Mexico empowered to own
additional
new
securities
and
property and carry on business in its own name.
U.S. $2,999,980,000 principal amount of the
In addition, a number of subsidiary companies
2045 new securities on October 24, 2014, upon
are incorporated into the consolidated financial
the consummation of its offers to exchange (the
statements. We collectively refer to Petróleos
"SEC-Registered Exchange Offers") up to
Mexicanos, the subsidiary entities and these
U.S. $500,000,000 of its 3.125% Notes due
subsidiary companies as "PEMEX," and
2019 (ISIN Nos. US71656LAW19 (Rule 144A)
together they comprise Mexico's state oil and
and US71656MAW91 (Regulation S)), up to
gas company.
U.S. $500,000,000 of its 4.875% Notes due
2024 (ISIN Nos. US71656LAX91 (Rule 144A)
Description of the Securities
and US71656MAQ24 (Regulation S)) and up to
U.S. $3,000,000,000 of its 6.375% Bonds due
Issuer
2045 (ISIN Nos. US71656LAY74 (Rule 144A)
and US71656MAY57 (Regulation S)). The
Petróleos Mexicanos.
issuer issued an additional U.S. $100,000
principal amount of the 2024 additional new
Guarantors
securities on October 24, 2014 upon the
consummation of its offer to exchange (the
Pemex-Exploration and Production,
"3(a)(9) Exchange Offer") up to U.S. $100,000
Pemex-Refining and Pemex-Gas and Basic
of its 4.875% Notes due 2024. We refer to the
Petrochemicals will jointly and severally
outstanding 3.125% Notes due 2019, 4.875%
unconditionally guarantee the payment of
Notes due 2024 and 6.375% Bonds due 2045 as
principal and interest on the securities.
the "2019 old securities," the "2024 old
securities" and the "2045 old securities,"
respectively, and together as the "old securities."
The form and terms of each series of securities
are the same as the form and terms of the
4


corresponding series of old securities already
year.
listed on the Euro MTF market, except that:
Consolidation with Other Securities
the securities described in this
Listing Memorandum will not
The
U.S. $499,136,000
principal
bear legends restricting their
amount of the 2024 additional new securities
transfer;
that we issued on October 24, 2014 upon the
consummation of our SEC-Registered Exchange
holders of the securities
Offers have been consolidated to form a single
described in this Listing
series with, and are fully fungible with, (i) the
Memorandum will not be
U.S. $100,000 principal amount of our
entitled to some of the benefits
outstanding 4.875% Notes due 2024 that we
of the exchange and registration
issued on October 24, 2014 pursuant to our
rights agreements that we
3(a)(9)
Exchange
Offer
and
(ii) the
entered into when we issued the
U.S. $999,900,000 principal amount of our
old securities; and
outstanding 4.875% Notes due 2024 that we
issued pursuant to the exchange offers that we
we did not issue the securities
completed in August 2013 and March 2014.
under our medium-term note
program.
Further Issues
The securities described in this Listing
We may, without your consent, increase
Memorandum evidence the same debt as the old
the size of the issue of any series of securities or
securities.
create and issue additional securities with either
the same terms and conditions or the same
Maturity Dates
except for the issue price, the issue date and the
amount of the first payment of interest; provided
The securities will be redeemed at par
that such additional securities do not have, for
on their respective maturity dates.
the purpose of U.S. federal income taxation, a
greater amount of original issue discount than
2019 new securities mature on
the affected securities have as of the date of the
January 23, 2019.
issue of the additional securities. These
additional securities may be consolidated to
2024 additional new securities
form a single series with the corresponding
mature on January 18, 2024.
securities.
2045 new securities mature on
Withholding Tax; Additional Amounts
January 23, 2045.
We will make all principal and interest
Interest Payment Dates
payments on the securities without any
withholding or deduction for Mexican
For the 2019 new securities,
withholding taxes, unless we are required by law
January 23 and July 23 of each
to do so. In some cases where we are obliged to
year.
withhold or deduct a portion of the payment, we
will pay additional amounts so that you will
For the 2024 additional new
receive the amount that you would have received
securities, January 18 and
had no tax been withheld or deducted. For a
July 18 of each year.
description of when you would be entitled to
receive additional amounts, see "Description of
For the 2045 new securities,
the Securities--Additional Amounts."
January 23 and July 23 of each
5


You should consult your tax advisor
other and with all other present and future
about the tax consequences of an investment in
unsecured and unsubordinated public external
the securities as they apply to your individual
indebtedness of each of the guarantors. As of
circumstances.
December 31, 2014, the guarantors had certain
outstanding financial leases which will, with
Tax Redemption
respect to the assets securing those financial
leases, rank prior to the securities and the
If, as a result of certain changes in
guaranties.
Mexican law, the issuer or any guarantor is
obligated to pay additional amounts on interest
Negative Pledge
payments on the securities at a rate in excess of
10% per year, then we may choose to redeem
None of the issuer or the guarantors or
those securities. If we redeem any securities, we
their respective subsidiaries will create security
will pay 100% of their outstanding principal
interests in our crude oil or crude oil receivables
amount, plus accrued and unpaid interest and
to secure any public external indebtedness.
any additional amounts payable up to the date of
However, we may enter into up to
our redemption.
U.S. $4 billion of receivables financings and
similar transactions in any year and up to
Redemption of the Securities at the Option
U.S. $12 billion of receivables financings and
of the Issuer
similar transactions in the aggregate.
The issuer may at its option redeem the
We may pledge or grant security
2019 new securities, the 2024 additional new
interests in any of our other assets or the assets
securities or the 2045 new securities, in whole or
of the issuer or the guarantors to secure our
in part, at any time or from time to time prior to
debts. In addition, we may pledge oil or oil
their maturity, at a redemption price equal to the
receivables to secure debts payable in pesos or
principal amount thereof, plus the Make-Whole
debts that are different than the securities, such
Amount (as defined under "Description of the
as commercial bank loans.
Securities--Redemption of the Securities at the
Option of the Issuer"), plus accrued interest on
Indenture
the principal amount of the applicable series of
the securities to the date of redemption.
The securities were issued pursuant to
the indenture dated as of January 27, 2009, as
Ranking of the Securities and the Guaranties
supplemented.
The securities:
Trustee
are our direct, unsecured and
Deutsche Bank Trust Company
unsubordinated public external
Americas.
indebtedness, and
Events of Default
will rank equally in right of
payment with each other and
The securities and the indenture under
with all our existing and future
which the securities were issued contain certain
unsecured and unsubordinated
events of default. If an event of default occurs
public external indebtedness.
and is continuing with respect to a series of
securities, 20% of the holders of the outstanding
The guaranties of the securities by each
securities of that series can require us to pay
of the guarantors constitute direct, unsecured
immediately the principal of and interest on all
and unsubordinated public external indebtedness
those securities. For a description of the events
of each guarantor, and rank pari passu with each
of default and their grace periods, you should
6


read "Description of the Securities--Events of
Offers, you must deliver a prospectus meeting
Default; Waiver and Notice."
the requirements of the Securities Act in
connection with any resale of those securities.
Collective Action Clauses
Governing Law
The securities contain provisions
regarding acceleration and future modifications
The securities and the indenture are
to their terms that differ from those applicable to
governed by New York law, except that the laws
certain of the issuer's and the guarantors' other
of Mexico will govern the authorization and
outstanding public external indebtedness issued
execution of these documents by Petróleos
prior to October 2004. Under these provisions,
Mexicanos.
in certain circumstances, the issuer and the
guarantors may amend the payment and certain
Use of Proceeds
other provisions of any series of the securities
with the consent of the holders of 75% of the
We did not receive any cash proceeds
aggregate principal amount of such securities.
from the issuance of the securities.
Resale of Securities
Principal Executive Offices
We believe that you may offer the
Our headquarters are located at:
securities for resale, resell them or otherwise
transfer them without compliance with the
Avenida Marina Nacional No. 329
registration and prospectus delivery provisions
Colonia Petróleos Mexicanos
of the U.S. Securities Act of 1933, as amended
México, D.F. 11311
(the "Securities Act"), as long as:
Phone: (52-55) 1944-2500.
you are acquiring the securities in
Risk Factors
the ordinary course of your
business;
We cannot promise that a market for the
securities will be liquid or will continue to exist.
you are not participating, do not
Prevailing interest rates and general market
intend to participate, and have no
conditions could affect the price of the
arrangement or understanding with
securities. This could cause the securities to
any person to participate, in the
trade at prices that may be lower than their
distribution of the securities; and
principal amount or their initial offering price.
you are not an "affiliate" of ours, as
In addition to these risks, there are
defined under Rule 405 of the
additional risk factors related to the operations
Securities Act.
of PEMEX, the Mexican Government's
ownership and control of PEMEX and Mexico
If any statement above is not true and
generally. These risks are described beginning
you transfer any security without delivering a
on page 9.
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 received
securities for your own account in the Exchange
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