Obligation Pemex 6.5% ( US71654QAZ54 ) en USD

Pemex

62.88 % ▼

Mexique

US71654QAZ54 ( en USD )

6.5% par an ( paiement semestriel )

01/06/2041

Prospectus brochure de l'obligation Pemex US71654QAZ54 en USD 6.5%, échéance 01/06/2041

10 000 USD

3 000 000 000 USD

71654QAZ5

BBB ( Qualité moyenne inférieure )

B1 ( Très spéculatif )

02/06/2024 ( Dans 43 jours )

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QAZ54, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2041

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QAZ54, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QAZ54, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus
http://www.sec.gov/Archives/edgar/data/932782/000119312512310270/...
424B3 1 d373975d424b3.htm PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-182553
Prospectus
for
U.S. $2,100,000,000 4.875% Notes due 2022
U.S. $1,250,000,000 6.500% Bonds due 2041
U.S. $1,750,000,000 5.50% Bonds due 2044
unconditionally guaranteed by
Pemex-Exploration and Production
Pemex-Refining
Pemex-Gas and Basic Petrochemicals
Terms of the Exchange Offers

·
We are offering to exchange securities that we sold in
·
The terms of the new securities to be issued are identical

private offerings for an equal principal amount of new

to the old securities, except for the transfer restrictions
registered securities.
and registration rights relating to the old securities.

·
The exchange offers commence on July 23, 2012 and
·
Three of our subsidiary entities will, jointly and severally,

expire at 5:00 p.m., New York City time, on August 20,
guarantee the new securities. The guarantees will be
2012, unless we extend them.
unconditional and irrevocable. These subsidiary entities

are Pemex-Exploration and Production, Pemex-Refining
·
You may withdraw a tender of old securities at any time

and Pemex-Gas and Basic Petrochemicals; we refer to
prior to the expiration of the exchange offers.
them as the guarantors.
· All old securities that are validly tendered and not validly

·
The new securities will contain provisions regarding
withdrawn will be exchanged.
acceleration and future modifications to their terms that
· We believe that the exchange of securities will not be a
differ from those applicable to certain of Petróleos

taxable exchange for either U.S. or Mexican federal
Mexicanos, which we refer to as the issuer, and the
income tax purposes.
guarantors' other outstanding public external indebtedness

issued prior to October 2004. Under these provisions, in
·
We will not receive any proceeds from the exchange

certain circumstances, the issuer may amend the payment
offers.
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 offers involves certain risks. See "Risk Factors" beginning on page 14.
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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.
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TABLE OF CONTENTS

Page
Available Information

1

Electronic Delivery of Documents

2

Currency of Presentation

2

Presentation of Financial Information

3

Prospectus Summary

5

Selected Financial Data

12
Risk Factors

14
Forward-Looking Statements

22
Use of Proceeds

22
Ratio of Earnings to Fixed Charges

23
Capitalization of PEMEX

24
Guarantors

25
The Exchange Offers

28
Description of the New Securities

40
Book Entry; Delivery and Form

60
Taxation

64
Plan of Distribution

69
Validity of Securities

70
Public Official Documents and Statements

70
Experts

70
Responsible Persons

71
General Information

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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 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 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 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.
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 (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, 2011, filed with the SEC on

Form 20-F on April 30, 2012, which we refer to as the "Form 20-F";

·
Petróleos Mexicanos' report relating to our unaudited condensed consolidated results as of and for the three month period

ended March 31, 2012, furnished to the SEC on Form 6-K on June 19, 2012, 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 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 de Finanzas, Avenida Marina
Nacional No. 329, Colonia Petróleos Mexicanos, 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 offers, 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.
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. 12.8489 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 March 31, 2012.
On July 13, 2012, the noon buying rate for cable transfers in New York reported by the Federal Reserve Bank was Ps. 13.3450
= 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, 2010 and 2011 and for each of the years in the three-year period ended December 31, 2011 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 2011 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).
Commencing January 1, 2008, we no longer use inflation accounting unless the economic environment in which we operate
qualifies as "inflationary" under Mexican FRS. 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 3(a)
to the 2011 financial statements.
Our consolidated financial statements for the years ended December 31, 2007, 2008, 2009 and 2010 have been reclassified in
certain accounts with the purpose of making them comparable with our consolidated financial statements as of December 31, 2011. In
addition, during 2011, accounting changes were made, as disclosed in Note 3(ab) to the 2011 financial statements. As a result, the
consolidated financial statements as of December 31, 2010, the statements of financial position as of December 31, 2008, 2009 and
2010 and the statements of operations for the years then ended were adjusted to recognize the effects of the application of FRS C-4
"Inventories."
Mexican FRS differ in certain significant respects from United States Generally Accepted Accounting Principles (which we
refer to as U.S. GAAP). The principal differences between our net income and equity under U.S. GAAP and Mexican FRS as of and
for each of the years ended December 31, 2009, 2010 and 2011 are described in Note 21 to the 2011 financial statements and in "Item
5--Operating and Financial Review and Prospects--U.S. GAAP Reconciliation" of the Form 20-F.
Beginning with the fiscal year starting January 1, 2012, Mexican issuers that disclose information through the Bolsa Mexicana
de Valores, S.A.B. de C.V. (the Mexican Stock Exchange, which we refer to as the BMV) are required to prepare financial statements
in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
We have begun presenting financial statements in accordance with IFRS for the year ending December 31, 2012, with an official IFRS
adoption date of January 1, 2012 and a transition date to IFRS of January 1, 2011. In accordance with the revised regulations, we
filed interim financial statements under IFRS with the BMV on May 2, 2012.
We have incorporated by reference in this prospectus the condensed consolidated interim financial statements of Petróleos
Mexicanos, subsidiary entities and subsidiary companies as of March 31, 2012 and for the three month periods ended March 31, 2011
and 2012 (which we refer to as the March 2012 interim financial statements), which were not audited and were prepared in
accordance with IFRS.

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The March 2012 interim financial statements were prepared in accordance with International Accounting Standard (IAS) 34
"Interim Financial Reporting" and with the first-time adoption rules established in IFRS 1 "First-time Adoption of International
Financial Reporting Standards" ("IFRS 1"). IFRS 1 permits us to change our election of optional IFRS transition exemptions even if
such exemptions have already been used in the preparation of published interim financial statements. If we change policies,
classifications or transitions elections prior to the issuance of our consolidated financial statements as of and for the year ending
December 31, 2012 as permitted by IFRS 1, we are not required to re-issue our financial statements for previous interim periods.
IFRS differ in certain significant respects from Mexican FRS and U.S. GAAP. The principal changes to our accounting policies
and effects on our consolidated financial statements resulting from the adoption of IFRS are described in Notes 2 and 13 to the
March 2012 interim financial statements, in "Item 5--Operating and Financial Review and Prospects--Recently Issued Accounting
Standards" of the Form 20-F and in "Selected Financial Data" of the Form 6-K.

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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 June 26, 2012, we issued U.S. $1,750,000,000 of
Petróleos Mexicanos is a decentralized public entity of
5.50% Bonds due 2044. We refer to the U.S. $1,750,000,000
the federal government of Mexico (which we refer to as the
of 5.50% Bonds due 2044 that we issued in June 2012 as the
Mexican Government). The Federal Congress of Mexico
2044 old securities.
(which we refer to as the Mexican Congress) established
We are offering new, registered securities in exchange
Petróleos Mexicanos on June 7, 1938 in conjunction with the
for the 2022 old securities, the 2041 old securities and the
nationalization of the foreign oil companies then operating in
2044 old securities, which are unregistered and which we
Mexico. Its operations are carried out through four principal
issued and sold in private placements to certain initial
subsidiary entities, which are Pemex-Exploración y
purchasers. These initial purchasers sold the 2022 old
Producción (Pemex-Exploration and Production), Pemex-
securities, the 2041 old securities and the 2044 old securities
Refinación (Pemex-Refining), Pemex-Gas y Petroquímica
in offshore transactions and to qualified institutional buyers in
Básica (Pemex-Gas and Basic Petrochemicals) and Pemex-
transactions exempt from the registration requirements of the
Petroquímica (Pemex-Petrochemicals). Petróleos Mexicanos
Securities Act of 1933, as amended (which we refer to as the
and each of the subsidiary entities are decentralized public
Securities Act). We refer to the 2022 old securities, the 2041
entities of Mexico and legal entities empowered to own
old securities and the 2044 old securities as the "old
property and carry on business in their own names. In
securities," and the securities that we are now offering as the
addition, a number of subsidiary companies are incorporated
"new securities." The old securities and the new securities
into the consolidated financial statements. We refer to
are guaranteed by Pemex-Exploration and Production, Pemex-
Petróleos Mexicanos, the subsidiary entities and these
Refining and Pemex-Gas and Basic Petrochemicals.
subsidiary companies as PEMEX, and together they comprise
Mexico's state oil and gas company.
The exchange offer for the 2041 old securities does not
relate to the U.S. $1,250,000,000 6.500% Bonds due 2041
The Exchange Offers
that we issued on June 2, 2011, of which U.S. $20,120,000 in
On January 24, 2012, we issued U.S. $2,100,000,000 of
aggregate principal amount is outstanding following the
4.875% Notes due 2022. We refer to the U.S. $2,100,000,000
SEC-registered exchange offer that we concluded in October
of 4.875% Notes due 2022 we issued in January 2012 as the
2011.
2022 old securities.
Registration Rights Agreements
On October 18, 2011, we issued U.S. $1,250,000,000 of
Each time we issued a series of old securities, we also
6.500% Bonds due 2041. We refer to the U.S. $1,250,000,000
entered into an exchange and registration rights agreement
of 6.500% Bonds due 2041 that we issued in October 2011 as
with the initial purchasers of those old securities in which we
the 2041 old securities.
agreed to do our best to complete exchange offers of those old
securities on or prior to a particular date.

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The Exchange Offers
Resale of New Securities
Under the terms of the exchange offers, holders of each
Based on an interpretation by the SEC staff set forth in
series of old securities are entitled to exchange old securities
no-action letters issued to third parties, we believe that you
for an equal principal amount of new securities with
may offer the new securities issued in the exchange offers for
substantially identical terms.
resale, resell them or otherwise transfer them without
compliance with the registration and prospectus delivery
You should read the discussion under the heading
provisions of the Securities Act, as long as:
"Description of the New Securities" for further information

about the new securities and the discussion under the heading
·
you are acquiring the new securities in the ordinary

"The Exchange Offers" for more information about the
course of your business;
exchange process. The old securities may be tendered only in

·
you are not participating, do not intend to
a principal amount of U.S. $10,000 and integral multiples of
participate, and have no arrangement or
U.S. $1,000 in excess thereof.

understanding with any person to participate, in the
distribution of the new securities; and
The series of new securities that we will issue in

exchange for old securities will correspond to the series of
·
you are not an "affiliate" of ours, as defined under

old securities tendered as follows:
Rule 405 of the Securities Act.

Corresponding Old
If any statement above is not true and you transfer any
New Securities Series

Securities Series
new security without delivering a prospectus meeting the
4.875% Notes due 2022, or
2022 old securities
requirements of the Securities Act or without an exemption
2022 new securities

from the registration requirements of the Securities Act, you
6.500% Bonds due 2041, or
2041 old securities
may incur liability under the Securities Act. We do not assume
2041 new securities

responsibility for or indemnify you against this liability.
5.50% Bonds due 2044, or
2044 old securities
If you are a broker-dealer and receive new securities for
2044 new securities

your own account in exchange for old securities that you
As of the date of this prospectus, the following amounts
acquired as a result of market making or other trading
of each series are outstanding:
activities, you must acknowledge that you will deliver a
prospectus meeting the requirements of the Securities Act in

·
U.S. $2,100,000,000 aggregate principal amount of
connection with any resale of the new securities. We will

2022 old securities;
make this prospectus available to broker-dealers for use in

·
U.S. $1,250,000,000 aggregate principal amount of
resales for 180 days after the expiration date of the exchange

2041 old securities; and
offers.

·
U.S. $1,750,000,000 aggregate principal amount of

2044 old securities.

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Consequences of Failure to Exchange Old Securities
Conditions to the Exchange Offers
If you do not exchange your old securities for new
We may terminate the exchange offers and refuse to
securities, you will continue to hold your old securities. You
accept any old securities for exchange if:
will no longer be able to require that we register the old

securities under the Securities Act. In addition, you will not
·
there has been a change in applicable law or the
be able to offer or sell the old securities unless:
SEC staff's interpretation of applicable law, and

the exchange offers are not permitted under

·
they are registered under the Securities Act; or
applicable law or applicable SEC staff

interpretations of law; or
·
you offer or sell them under an exemption from the

requirements of, or in a transaction not subject to,
·
there is a stop order in effect or threatened with
the Securities Act.

respect to the exchange offers or the indenture
governing those securities.
Expiration Date
We have not made the exchange offers contingent on
The exchange offers will expire at 5:00 p.m., New York
holders tendering any minimum principal amount of old
City time, on August 20, 2012, unless we decide to extend the
securities for exchange.
expiration date.
Certain Deemed Representations, Warranties and
Interest on the New Securities
Undertakings
The 2022 new securities will accrue interest at
If you participate in the exchange offers, you will be
4.875% per year, accruing from July 24, 2012. We will pay
deemed to have made certain acknowledgments,
interest on the 2022 new securities on January 24 and July 24
representations, warranties and undertakings. See "The
of each year.
Exchange Offers--Holders' Deemed Representations,
Warranties and Undertakings."
The 2041 new securities will accrue interest at
6.500% per year, accruing from June 2, 2012. We will pay
interest on the new securities on June 2 and December 2 of
Procedure for Tendering Old Securities
each year.
If you wish to accept the exchange offers, you must
deliver electronically your acceptance together with your old
The 2044 new securities will accrue interest at
securities through DTC's Automated Tender Offer Program
5.50% per year, accruing from June 26, 2012, the date on
(ATOP) system.
which the 2044 old securities were issued. We will pay
interest on the 2044 new securities on June 27 and
If you are not a direct participant in DTC, you must, in
December 27 of each year.
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.

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