Obligation Pemex 0% ( US71654QBK76 ) en USD

Pemex

100 % ▼

Mexique

US71654QBK76 ( en USD )

18/07/2018 - Obligation échue

Prospectus brochure de l'obligation Pemex US71654QBK76 en USD 0%, échue

10 000 USD

498 570 000 USD

71654QBK7

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 Pemex ( Mexique ) , en USD, avec le code ISIN US71654QBK76, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/07/2018

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QBK76, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QBK76, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-189852

Prospectus
Exchange Offers
for
U.S. $1,000,000,000 3.500% Notes due 2018
U.S. $500,000,000 Floating Rate Notes due 2018
U.S. $2,100,000,000 3.500% Notes due 2023
U.S. $1,000,000,000 4.875% Notes due 2024
U.S. $500,000,000 6.500% Bonds due 2041
U.S. $1,000,000,000 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 private offerings for
·
Three of our subsidiary entities will, jointly and severally, guarantee the
an equal principal amount of new registered securities.
new securities. The guarantees will be unconditional and irrevocable.

These subsidiary entities are Pemex-Exploration and Production, Pemex-
·
The exchange offers commence on July 25, 2013 and expire at 5:00 p.m.,
Refining and Pemex-Gas and Basic Petrochemicals; we refer to them as the
New York City time, on August 22, 2013, unless we extend them.
guarantors.
·
You may withdraw a tender of old securities at any time prior to the
·
The new securities will contain provisions regarding acceleration and
expiration of the exchange offers.
future modifications to their terms that differ from those applicable to
·
All old securities that are validly tendered and not validly withdrawn will
certain of Petróleos Mexicanos, which we refer to as the issuer, and the
be exchanged.
guarantors' other outstanding public external indebtedness issued prior to

October 2004. Under these provisions, in certain circumstances, the issuer
·
We believe that the exchange of securities will not be a taxable exchange
may amend the payment and certain other provisions of the new securities
for either U.S. or Mexican federal income tax purposes.
with the consent of the holders of 75% of the aggregate principal amount of
·
We will not receive any proceeds from the exchange offers.
the new securities.
·
The terms of the new securities to be issued are identical to the old
securities, except for the transfer restrictions and registration rights
relating to the old securities.

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.
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

2

Prospectus Summary

4

Selected Financial Data

12
Risk Factors

14
Forward-Looking Statements

21
Use of Proceeds

21
Ratio of Earnings to Fixed Charges

22
Capitalization of PEMEX

23
Guarantors

24
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 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.
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, 2012, filed with the SEC on Form 20-F on April 30, 2013, which we

refer to as the "Form 20-F";
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·
Petróleos Mexicanos' report relating to our unaudited condensed consolidated results as of and for the three month period ended March 31, 2013,

furnished to the SEC on Form 6-K on July 9, 2013, 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. 12.3546 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 March 31, 2013.
On July 19, 2013, the noon buying rate for cable transfers in New York reported by the Federal Reserve Bank was Ps. 12.5525= U.S. $1.00.
PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of Petróleos Mexicanos, subsidiary entities and subsidiary companies as of December 31, 2012 and 2011, and
January 1, 2011 and for the years ended December 31, 2012 and 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 2012 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.

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Beginning with the fiscal year starting January 1, 2012, Mexican companies with securities registered at the Registro Nacional de Valores (National Securities
Registry) of the CNBV are required to prepare financial statements in accordance with IFRS. In addition, these financial statements must be 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.
Our consolidated financial statements as of December 31, 2012 and 2011, and January 1, 2011 and for the years ended December 31, 2012 and 2011 were
prepared in accordance with IFRS. Our date of transition to IFRS was January 1, 2011. These consolidated financial statements are our first annual financial statements
prepared in accordance with IFRS. IFRS 1, "First-time Adoption of International Financial Reporting Standards," (IFRS 1) has been applied in preparing the 2012
financial statements. Note 23 to our consolidated financial statements contains an analysis of the valuation, presentation and disclosure effects of adopting IFRS and a
reconciliation between Normas de Información Financiera Mexicanas (Mexican Financial Reporting Standards, or Mexican FRS) and IFRS as of January 1 and
December 31, 2011 and for the year ended December 2011. The selected financial information for 2011 included in the Form 20-F, and incorporated by reference
herein, differs from the information we previously published for 2011, because it is presented in accordance with IFRS for comparative purposes, as required by IFRS
1.
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, 2013 and for the three month periods ended March 31, 2012 and 2013 (which we refer to as the March 2013 interim financial
statements), which were not audited and were prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting."

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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
refer to the U.S. $2,100,000,000 of 3.500% Notes due 2023 we issued in
Petróleos Mexicanos is a decentralized public entity of the federal
January 2013 as the 2023 old securities.
government of Mexico (which we refer to as the Mexican Government). The
On July 18, 2013, we issued U.S. $1,000,000,000 of 4.875% Notes due
Federal Congress of Mexico (which we refer to as the Mexican Congress)
2024. We refer to the U.S. $1,000,000,000 of 4.875% Notes due 2024 we
established Petróleos Mexicanos on June 7, 1938 in conjunction with the
issued in July 2013 as the 2024 old securities.
nationalization of the foreign oil companies then operating in Mexico. Its
operations are carried out through four principal subsidiary entities, which
On July 18, 2013, we issued U.S. $500,000,000 of 6.500% Bonds due
are Pemex-Exploración y Producción (Pemex-Exploration and Production),
2041. We refer to the U.S. $500,000,000 of 6.500% Bonds due 2041 we
Pemex-Refinación (Pemex-Refining), Pemex-Gas y Petroquímica Básica
issued in July 2013 as the 2041 old securities.
(Pemex-Gas and Basic Petrochemicals) and Pemex-Petroquímica (Pemex-
Petrochemicals). Petróleos Mexicanos and each of the subsidiary entities are
On October 19, 2012, we issued U.S. $1,000,000,000 of 5.50% Bonds
decentralized public entities of Mexico and legal entities empowered to own
due 2044. We refer to the U.S. $1,000,000,000 of 5.50% Bonds due 2044 that
property and carry on business in their own names. In addition, a number of
we issued in October 2012 as the 2044 old securities.
subsidiary companies are incorporated into the consolidated financial
statements. We refer to Petróleos Mexicanos, the subsidiary entities and these
We are offering new, registered securities in exchange for the 2018 fixed
subsidiary companies as PEMEX, and together they comprise Mexico's state
rate old securities, the 2018 floating rate old securities, the 2023 old
oil and gas company.
securities, the 2024 old securities, the 2041 old securities and the 2044 old
securities, which are unregistered and which we issued and sold in private
placements to certain initial purchasers. These initial purchasers sold the
The Exchange Offers
2018 fixed rate old securities, the 2018 floating rate old securities, the 2023
On July 18, 2013, we issued U.S. $1,000,000,000 of 3.500% Notes due
old securities, the 2024 old securities, the 2041 old securities and the 2044
2018. We refer to the U.S. $1,000,000,000 of 3.500% Notes due 2018 we
old securities in offshore transactions and to qualified institutional buyers in
issued in July 2013 as the 2018 fixed rate old securities.
transactions exempt from the registration requirements of the Securities Act of
1933, as amended (which we refer to as the Securities Act). We refer to the
On July 18, 2013, we issued U.S. $500,000,000 of Floating Rate Notes
2018 fixed rate old securities, the 2018 floating rate old securities, the 2023
due 2018. We refer to the U.S. $500,000,000 of Floating Rate Notes due 2018
old securities, the 2024 old securities, the 2041 old securities and the 2044
we issued in July 2013 as the 2018 floating rate old securities.
old securities as the "old securities," and the securities that we are now
offering as the "new securities." The old securities
On January 30, 2013, we issued U.S. $2,100,000,000 of 3.500% Notes
due 2023. We

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and the new securities are guaranteed by Pemex-Exploration and Production,
The series of new securities that we will issue in exchange for old
Pemex-Refining and Pemex-Gas and Basic Petrochemicals.
securities will correspond to the series of old securities tendered as follows:

The exchange offer for the 2041 old securities does not relate to the U.S.
Corresponding Old
$1,250,000,000 6.500% Bonds due 2041 that we issued on October 18, 2011,
New Securities Series

Securities Series
of which U.S. $1,150,000 in aggregate principal amount is outstanding
3.500% Notes due 2018, or 2018 fixed
2018 fixed rate old securities
following the SEC-registered exchange offer that we concluded in September
rate new securities

2012.
Floating Rate Notes due 2018, or 2018
2018 floating rate old securities
floating rate new securities
The exchange offer for the 2044 old securities does not relate to the U.S.

$1,750,000,000 5.50% Bonds due 2044 that we issued on June 26, 2012, of
3.500% Notes due 2023, or 2023 new
2023 old securities
which U.S. $1,645,000 in aggregate principal amount is outstanding following
securities

the SEC-registered exchange offer that we concluded in September 2012.
4.875% Notes due 2024, or 2024 new
2024 old securities
securities

Registration Rights Agreements
6.500% Bonds due 2041, or 2041 new
2041 old securities
Each time we issued a series of old securities, we also entered into an
securities
exchange and registration rights agreement with the initial purchasers of those

old securities in which we agreed to do our best to complete exchange offers
5.50% Bonds due 2044, or 2044 new
2044 old securities
of those old securities on or prior to a particular date.
securities

The Exchange Offers
As of the date of this prospectus, the following amounts of each series
are outstanding:
Under the terms of the exchange offers, holders of each series of old

securities are entitled to exchange old securities for an equal principal amount
·
U.S. $1,000,000,000 aggregate principal amount of 2018 fixed rate

of new securities with substantially identical terms.
old securities;

·
U.S. $500,000,000 aggregate principal amount of 2018 floating rate
You should read the discussion under the heading "Description of the

old securities;
New Securities" for further information about the new securities and the

discussion under the heading "The Exchange Offers" for more information
·
U.S. $2,100,000,000 aggregate principal amount of 2023 old

about the exchange process. The old securities may be tendered only in a
securities;
principal amount of U.S. $10,000 and integral multiples of U.S. $1,000 in

·
U.S. $1,000,000,000 aggregate principal amount of 2024 old
excess thereof.

securities;

·
U.S. $500,000,000 aggregate principal amount of 2041 old

securities; and

·
U.S. $1,000,000,000 aggregate principal amount of 2044 old

securities.

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Resale of New Securities
Consequences of Failure to Exchange Old Securities
Based on an interpretation by the SEC staff set forth in no-action letters
If you do not exchange your old securities for new securities, you will
issued to third parties, we believe that you may offer the new securities issued
continue to hold your old securities. You will no longer be able to require that
in the exchange offers for resale, resell them or otherwise transfer them
we register the old securities under the Securities Act. In addition, you will
without compliance with the registration and prospectus delivery provisions
not be able to offer or sell the old securities unless:
of the Securities Act, as long as:

·
they are registered under the Securities Act; or

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

business;
·
you offer or sell them under an exemption from the requirements of,

or in a transaction not subject to, the Securities Act.

·
you are not participating, do not intend to participate, and have no

arrangement or understanding with any person to participate, in the
Expiration Date
distribution of the new securities; and
The exchange offers will expire at 5:00 p.m., New York City time, on

·
you are not an "affiliate" of ours, as defined under Rule 405 of the
August 22, 2013, unless we decide to extend the expiration date.

Securities Act.
Interest on the New Securities
If any statement above is not true and you transfer any new security
without delivering a prospectus meeting the requirements of the Securities Act
The 2018 fixed rate new securities will accrue interest at 3.500% per
or without an exemption from the registration requirements of the Securities
year, accruing from July 18, 2013. We will pay interest on the 2018 fixed rate
Act, you may incur liability under the Securities Act. We do not assume
new securities on January 18 and July 18 of each year.
responsibility for or indemnify you against this liability.
The 2018 floating rate new securities will accrue interest at a floating
If you are a broker-dealer and receive new securities for your own
rate equal to the three-month U.S. dollar LIBOR plus 2.02%, accruing from
account in exchange for old securities that you acquired as a result of market
July 18, 2013. The interest rate payable on the 2018 floating rate new
making or other trading activities, you must acknowledge that you will deliver
securities will be reset quarterly, and we will pay interest on the 2018
a prospectus meeting the requirements of the Securities Act in connection with
floating rate new securities on January 18, April 18, July 18 and October 18
any resale of the new securities. We will make this prospectus available to
of each year.
broker-dealers for use in resales for 180 days after the expiration date of the
exchange offers.
The 2023 new securities will accrue interest at 3.500% per year,
accruing from July 30, 2013. We will pay interest on the 2023 new securities
on January 30 and July 30 of each year.
The 2024 new securities will accrue interest at 4.875% per year,
accruing from July 18, 2013. We will pay interest on the 2024 new securities
on January 18 and July 18 of each year.

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The 2041 new securities will accrue interest at 6.500% per year,
If you are not a direct participant in DTC, you must, in accordance with
accruing from June 2, 2013. We will pay interest on the 2041 new securities
the rules of the DTC participant who holds your securities, arrange for a
on June 2 and December 2 of each year.
direct participant in DTC to submit your acceptance to DTC electronically.
The 2044 new securities will accrue interest at 5.50% per year, accruing
Withdrawal Rights
from June 27, 2013. We will pay interest on the 2044 new securities on
June 27 and December 27 of each year.
You may withdraw the tender of your old securities at any time prior to
5:00 p.m., New York City time, on the expiration date, unless we have already
Conditions to the Exchange Offers
accepted your old securities. To withdraw, you must send a written notice of
withdrawal to the exchange agent through the electronic submission of a
We may terminate the exchange offers and refuse to accept any old
message in accordance with the procedures of DTC's ATOP system by 5:00
securities for exchange if:
p.m., New York City time, on the scheduled expiration date. We may extend

·
there has been a change in applicable law or the SEC staff's
the expiration date without extending withdrawal rights.
interpretation of applicable law, and the exchange offers are not

If you are not a direct participant in DTC, you must, in accordance with
permitted under applicable law or applicable SEC staff
the rules of the DTC participant who holds your securities, arrange for a
interpretations of law; or
direct participant in DTC to submit your written notice of withdrawal to DTC

·
there is a stop order in effect or threatened with respect to the
electronically by 5:00 p.m., New York City time, on the expiration date.

exchange offers or the indenture governing those securities.
Acceptance of Old Securities and Delivery of New Securities
We have not made the exchange offers contingent on holders tendering
any minimum principal amount of old securities for exchange.
If all of the conditions to the exchange offers are satisfied or waived, we
will accept any and all old securities that are properly tendered in the
Certain Deemed Representations, Warranties and Undertakings
exchange offers prior to 5:00 p.m., New York City time, on the expiration
date. We will deliver the new securities promptly after the expiration of the
If you participate in the exchange offers, you will be deemed to have
exchange offers.
made certain acknowledgments, representations, warranties and undertakings.
See "The Exchange Offers--Holders' Deemed Representations, Warranties
Tax Considerations
and Undertakings."
We believe that the exchange of old securities for new securities will not
Procedure for Tendering Old Securities
be a taxable exchange for U.S. federal and Mexican income tax purposes. You
should consult your tax advisor about the tax consequences of the exchange
If you wish to accept the exchange offers, you must deliver electronically
offers as they apply to your individual circumstances.
your acceptance together with your old securities through DTC's Automated
Tender Offer Program (ATOP) system.

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Fees and Expenses
The form and terms of each series of new securities are the same as the
We will bear all expenses related to consummating the exchange offers
form and terms of the old securities of the corresponding series, except that:

and complying with the exchange and registration rights agreements. The
·
the new securities will be registered under the Securities Act and
initial purchasers have agreed to reimburse us for certain of these expenses.

therefore will not bear legends restricting their transfer;

·
holders of the new securities will not be entitled to some of the
Exchange Agent

benefits of the exchange and registration rights agreements; and
Deutsche Bank Trust Company Americas is serving as the exchange

agent for the exchange offers. The exchange agent's address, telephone number
·
we will not issue the new securities under our medium-term note

and facsimile number are included under the heading "The Exchange
program.
Offers--The Exchange Agent; Luxembourg Listing Agent."
The new securities will evidence the same debt as the old securities.
Description of the New Securities
Maturity Dates
Issuer

·
2018 fixed rate new securities mature on July 18, 2018.
Petróleos Mexicanos.

·
2018 floating rate new securities mature on July 18, 2018.

Guarantors

·
2023 new securities mature on January 30, 2023.

Pemex-Exploration and Production, Pemex-Refining and Pemex-Gas and

·
2024 new securities mature on January 18, 2024.
Basic Petrochemicals will jointly and severally unconditionally guarantee the

payment of principal and interest on the new securities.

·
2041 new securities mature on June 2, 2041.

·
2044 new securities mature on June 27, 2044.
New Securities Offered

·
U.S. $1,000,000,000 aggregate principal amount of 3.500% Notes
Interest Payment Dates

due 2018.
·
For the 2018 fixed rate new securities, January 18 and July 18 of

·
U.S. $500,000,000 aggregate principal amount of Floating Rate
each year.

Notes due 2018.
·
For the 2018 floating rate new securities,

·
U.S. $2,100,000,000 aggregate principal amount of 3.500% Notes
January 18, April 18, July 18 and October 18 of each year.

due 2023.

·
For the 2023 new securities, January 30 and July 30 of each year.

·
U.S. $1,000,000,000 aggregate principal amount of 4.875% Notes

·
For the 2024 new securities, January 18 and July 18 of each year.

due 2024.

·
U.S. $500,000,000 aggregate principal amount of 6.500% Bonds

due 2041.

·
U.S. $1,000,000,000 aggregate principal amount of 5.50% Bonds

due 2044.

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