Obligation Pemex 6.375% ( US71654QBR20 ) en USD

Pemex

65.66 % ▲

Mexique

US71654QBR20 ( en USD )

6.375% par an ( paiement semestriel )

23/01/2045

Prospectus brochure de l'obligation Pemex US71654QBR20 en USD 6.375%, échéance 23/01/2045

71654QBR2

BBB ( Qualité moyenne inférieure )

B3 ( Très spéculatif )

23/07/2025 ( Dans 88 jours )

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 US71654QBR20, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/01/2045

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QBR20, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QBR20, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B3
424B3 1 d758803d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-198588

Prospectus
Petróleos Mexicanos
Exchange Offers
for
U.S. $500,000,000 3.125% Notes due 2019
U.S. $500,000,000 4.875% Notes due 2024
U.S. $3,000,000,000 6.375% Bonds due 2045
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
·
The terms of the new securities to be issued are identical to the
offerings for an equal principal amount of new registered
old securities, except for the transfer restrictions and registration
securities.
rights relating to the old securities.

·
The exchange offers commence on September 22, 2014 and
·
Three of our subsidiary entities will, jointly and severally,
expire at 5:00 p.m., New York City time, on October 21, 2014,
guarantee the new securities. The guarantees will be
unless we extend them.
unconditional and irrevocable. These subsidiary entities are

Pemex-Exploration and Production, Pemex-Refining and
·
You may withdraw a tender of old securities at any time prior to
Pemex-Gas and Basic Petrochemicals; we refer to them as the
the expiration of the exchange offers.
guarantors.

·
All old securities that are validly tendered and not validly
·
The new securities will contain provisions regarding acceleration
withdrawn will be exchanged.
and future modifications to their terms that differ from those

·
We believe that the exchange of securities will not be a taxable
applicable to certain of Petróleos Mexicanos, which we refer to
exchange for either U.S. or Mexican federal income tax
as the issuer, and the guarantors' other outstanding public
purposes.
external indebtedness issued prior to October 2004. Under these

provisions, in certain circumstances, the issuer may amend the
·
We will not receive any proceeds from the exchange offers.
payment and certain other provisions of the new securities with
the consent of the holders of 75% of the aggregate principal
amount of the new securities.

We are not making an offer to exchange securities in any jurisdiction where the offer is not permitted.
Investing in the securities issued in the exchange 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
http://www.sec.gov/Archives/edgar/data/932782/000119312514348419/d758803d424b3.htm[9/22/2014 4:14:32 PM]

424B3
prospectus is truthful and complete. Any representation to the contrary is a criminal offense.
September 22, 2014
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

23
Ratio of Earnings To Fixed Charges

24
Capitalization of Pemex

25
Guarantors

26
The Exchange Offers

29
Description of the New Securities

40
Book Entry; Delivery and Form

60
Taxation

63
Plan of Distribution

69
Validity of Securities

70
Public Official Documents and Statements

70
Experts

70
Responsible Persons

71
General Information

71

ii
Table of Contents
Terms such as "we," "us" and "our" generally refer to Petróleos Mexicanos and its consolidated subsidiaries, unless the context otherwise
requires.
We will apply, through our listing agent, to have the new securities admitted to trading on the Euro MTF market of the Luxembourg Stock
Exchange. The old securities are currently admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange.
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.
http://www.sec.gov/Archives/edgar/data/932782/000119312514348419/d758803d424b3.htm[9/22/2014 4:14:32 PM]

424B3
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.
Table of Contents
The SEC allows Petróleos Mexicanos to "incorporate by reference" information it files with the SEC, which means that Petróleos Mexicanos
can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part
of this prospectus, and later information filed with the SEC will update and 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, 2013, filed with the SEC on Form 20-F on May 15,

2014, 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

six month period ended June 30, 2014, which was furnished to the SEC on Form 6-K on August 29, 2014, which we refer to as our
August 6-K;

·
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 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. 13.0323 to U.S. $1.00, which is the exchange rate that the Secretaría de Hacienda y Crédito Público (the Ministry of Finance
http://www.sec.gov/Archives/edgar/data/932782/000119312514348419/d758803d424b3.htm[9/22/2014 4:14:32 PM]

424B3
and Public Credit, or the SHCP) instructed us to use on June 30, 2014.
On September 12, 2014, the noon buying rate for cable transfers in New York reported by the Federal Reserve Bank was Ps. 13.2485 = U.S.
$1.00.

2
Table of Contents
PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of Petróleos Mexicanos, subsidiary entities and subsidiary companies as of December 31, 2013
and 2012 and for the years ended December 31, 2013, 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 2013 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 condensed consolidated interim financial statements of Petróleos Mexicanos,
subsidiary entities and subsidiary companies as of June 30, 2014 and for the six month periods ended June 30, 2014 and 2013 (which we refer to as
the June 2014 interim financial statements), which were not audited and were prepared in accordance with International Accounting Standard
(IAS) 34 "Interim Financial Reporting" of IFRS.

3
Table of Contents
PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus and may not contain all of the information that is important
to you. This prospectus includes specific terms of the new securities we are offering, as well as information regarding our business and
detailed financial data. We encourage you to read this prospectus in its entirety.

The Issuer
On January 23, 2014, we issued U.S. $3,000,000,000 of
6.375% Bonds due 2045. We refer to the U.S. $3,000,000,000 of
Petróleos Mexicanos is a public-sector entity of the federal
6.375% Bonds due 2045 that we issued in January 2014 as the 2045
government of Mexico (which we refer to as the Mexican
old securities.
Government). The Federal Congress of Mexico (which we refer to
as the Mexican Congress) established Petróleos Mexicanos on
We are offering new, registered securities in exchange for the
June 7, 1938 in conjunction with the nationalization of the foreign
2019 old securities, the 2024 old securities and the 2045 old
oil companies then operating in Mexico. Its operations are carried
securities, which are unregistered and which we issued and sold in
out through four principal subsidiary entities, which are Pemex-
private placements to certain initial purchasers. These initial
Exploración y Producción (Pemex-Exploration and Production),
purchasers sold the 2019 old securities, the 2024 old securities and
Pemex-Refinación (Pemex-Refining), Pemex-Gas y Petroquímica
the 2045 old securities in offshore transactions and to qualified
Básica (Pemex-Gas and Basic Petrochemicals) and Pemex-
institutional buyers in transactions exempt from the registration
Petroquímica (Pemex-Petrochemicals). Petróleos Mexicanos and
requirements of the Securities Act of 1933, as amended (which we
each of the subsidiary entities are public-sector entities of Mexico
refer to as the Securities Act). We refer to the 2019 old securities,
and legal entities empowered to own property and carry on business
the 2024 old securities and the 2045 old securities as the "old
in their own names. In addition, a number of subsidiary companies
securities," and the securities that we are now offering as the "new
are incorporated into the consolidated financial statements. We refer
securities." The old securities and the new securities are guaranteed
to Petróleos Mexicanos, the subsidiary entities and these subsidiary
by Pemex-Exploration and Production, Pemex-Refining and
companies as PEMEX, and together they comprise Mexico's state
Pemex-Gas and Basic Petrochemicals.
oil and gas company.
The exchange offer for the 2024 old securities does not relate
http://www.sec.gov/Archives/edgar/data/932782/000119312514348419/d758803d424b3.htm[9/22/2014 4:14:32 PM]

424B3
The Exchange Offers
to the U.S. $1,000,000,000 4.875% Notes due 2024 that we issued
on July 18, 2013, of which U.S. $100,000 in aggregate principal
On January 23, 2014, we issued U.S. $500,000,000 of 3.125%
amount is outstanding following the exchange offers that we
Notes due 2019. We refer to the U.S. $500,000,000 of 3.125%
commenced in July 2013 and February 2014.
Notes due 2019 we issued in January 2014 as the 2019 old
securities.
Registration Rights Agreements
On January 23, 2014, we issued U.S. $500,000,000 of 4.875%
Each time we issued a series of old securities, we also entered
Notes due 2024. We refer to the U.S. $500,000,000 of 4.875%
into an exchange and registration rights agreement with the initial
Notes due 2024 we issued in January 2014 as the 2024 old
purchasers of those old securities in which we agreed to do our best
securities.
to complete exchange offers of those old securities on or prior to a
particular date.

4
Table of Contents
The Exchange Offers
·
U.S. $3,000,000,000 aggregate principal amount of 2045

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

$10,000 and integral multiples of U.S. $1,000 in excess thereof.
·
you are acquiring the new securities in the ordinary

course of your business;
The series of new securities that we will issue in exchange for

old securities will correspond to the series of old securities tendered
·
you are not participating, do not intend to participate and
as follows:

have no arrangement or understanding with any person to

participate, in the distribution of the new securities; and

Corresponding Old
·
you are not an "affiliate" of ours, as defined under
New Securities Series

Securities Series

Rule 405 of the Securities Act.
3.125% Notes due 2019, or
2019 old securities
2019 new securities

If any statement above is not true and you transfer any new
4.875% Notes due 2024, or
2024 old securities
security without delivering a prospectus meeting the requirements of
2024 new securities
the Securities Act or without an exemption from the registration

requirements of the Securities Act, you may incur liability under the
6.375% Bonds due 2045, or
2045 old securities
Securities Act. We do not assume responsibility for or indemnify
2045 new securities

you against this liability.
As of the date of this prospectus, the following amounts of each
If you are a broker-dealer and receive new securities for your
series are outstanding:
own account in exchange for old securities that you acquired as a

result of market making or other trading activities, you must
·
U.S. $500,000,000 aggregate principal amount of 2019

acknowledge that you will deliver a prospectus meeting the
old securities;
requirements of the Securities Act in connection with any resale of

·
U.S. $500,000,000 aggregate principal amount of 2024
the new securities. We will make this prospectus available to

old securities;
broker-dealers for use in resales for 180 days after the expiration
date of the exchange offers.

5
http://www.sec.gov/Archives/edgar/data/932782/000119312514348419/d758803d424b3.htm[9/22/2014 4:14:32 PM]

424B3
Table of Contents
Consequences of Failure to Exchange Old Securities
·
there has been a change in applicable law or the SEC
staff's interpretation of applicable law, and the exchange
If you do not exchange your old securities for new securities,

offers are not permitted under applicable law or
you will continue to hold your old securities. You will no longer be
applicable SEC staff interpretations of law; or
able to require that we register the old securities under the Securities

Act. In addition, you will not be able to offer or sell the old
·
there is a stop order in effect or threatened with respect to
securities unless:

the exchange offers or the indenture governing those

securities.

·
they are registered under the Securities Act; or

·
you offer or sell them under an exemption from the
We have not made the exchange offers contingent on holders

requirements of, or in a transaction not subject to, the
tendering any minimum principal amount of old securities for
Securities Act.
exchange.
Expiration Date
Certain Deemed Representations, Warranties and Undertakings
The exchange offers will expire at 5:00 p.m., New York City
If you participate in the exchange offers, you will be deemed
time, on October 21, 2014, unless we decide to extend the
to have made certain acknowledgments, representations, warranties
expiration date.
and undertakings. See "The Exchange Offers--Holders' Deemed
Representations, Warranties and Undertakings."
Interest on the New Securities
Procedure for Tendering Old Securities
The 2019 new securities will accrue interest at 3.125% per
year, accruing from July 23, 2014. We will pay interest on the 2019
If you wish to accept the exchange offers, you must deliver
new securities on January 23 and July 23 of each year.
electronically your acceptance together with your old securities
through DTC's Automated Tender Offer Program (ATOP) system.
The 2024 new securities will accrue interest at 4.875% per
year, accruing from July 18, 2014. We will pay interest on the 2024
If you are not a direct participant in DTC, you must, in
new securities on January 18 and July 18 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
The 2045 new securities will accrue interest at 6.375% per
acceptance to DTC electronically.
year, accruing from July 23, 2014. We will pay interest on the 2045
new securities on January 23 and July 23 of each year.
Withdrawal Rights
You may withdraw the tender of your old securities at any time
Conditions to the Exchange Offers
prior to 5:00 p.m., New York City time, on the expiration date,
We may terminate the exchange offers and refuse to accept
unless we have already accepted your old securities. To withdraw,
any old securities for exchange if:
you must send a written notice of withdrawal to the exchange agent
through the electronic submission of a message in accordance with
the procedures of DTC's ATOP system by 5:00 p.m., New York
City time, on the scheduled expiration date. We may extend the
expiration date without extending withdrawal rights.

6
Table of Contents
If you are not a direct participant in DTC, you must, in
Exchange Agent
accordance with the rules of the DTC participant who holds your
Deutsche Bank Trust Company Americas is serving as the
securities, arrange for a direct participant in DTC to submit your
exchange agent for the exchange offers. The exchange agent's
written notice of withdrawal to DTC electronically by 5:00 p.m.,
address, telephone number and facsimile number are included under
New York City time, on the expiration date.
http://www.sec.gov/Archives/edgar/data/932782/000119312514348419/d758803d424b3.htm[9/22/2014 4:14:32 PM]

424B3
the heading "The Exchange Offers--The Exchange Agent;
Luxembourg Listing Agent."
Acceptance of Old Securities and Delivery of New Securities
If all of the conditions to the exchange offers are satisfied or
Description of the New Securities
waived, we will accept any and all old securities that are properly
Issuer
tendered in the exchange offers prior to 5:00 p.m., New York City
time, on the expiration date. We will deliver the new securities
Petróleos Mexicanos.
promptly after the expiration of the exchange offers.
Guarantors
Tax Considerations
Pemex-Exploration and Production, Pemex-Refining and
We believe that the exchange of old securities for new
Pemex-Gas and Basic Petrochemicals will jointly and severally
securities will not be a taxable exchange for U.S. federal and
unconditionally guarantee the payment of principal and interest on
Mexican income tax purposes. You should consult your tax advisor
the new securities.
about the tax consequences of the exchange offers as they apply to
your individual circumstances.
New Securities Offered

·
U.S. $500,000,000 aggregate principal amount of 3.125%
Fees and Expenses

Notes due 2019.
We will bear all expenses related to consummating the

exchange offers and complying with the exchange and registration
·
U.S. $500,000,000 aggregate principal amount of 4.875%

rights agreements. The initial purchasers have agreed to reimburse
Notes due 2024.

us for certain of these expenses.
·
U.S. $3,000,000,000 aggregate principal amount of

6.375% Bonds due 2045.
The form and terms of each series of new securities are the
same as the form and terms of the old securities of the
corresponding series, except that:

·
the new securities will be registered under the Securities

Act and therefore will not bear legends restricting their
transfer;

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

of the benefits of the exchange and registration rights
agreements; and

7
Table of Contents
·
we will not issue the new securities under our medium-
These additional securities may be consolidated to form a single

term note program.
series with the corresponding new securities.
The new securities will evidence the same debt as the old
Withholding Tax; Additional Amounts
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

·
2019 new securities mature on January 23, 2019.
cases where we are obliged to withhold or deduct a portion of the

payment, we will pay additional amounts so that you will receive

·
2024 new securities mature on January 18, 2024.
the amount that you would have received had no tax been withheld

·
2045 new securities mature on January 23, 2045.
or deducted. For a description of when you would be entitled to
receive additional amounts, see "Description of the New Securities
--Additional Amounts."
Interest Payment Dates
http://www.sec.gov/Archives/edgar/data/932782/000119312514348419/d758803d424b3.htm[9/22/2014 4:14:32 PM]

424B3

·
For the 2019 new securities, January 23 and July 23 of
Tax Redemption

each year.
If, as a result of certain changes in Mexican law, the issuer or

·
For the 2024 new securities, January 18 and July 18 of
any guarantor is obligated to pay additional amounts on interest

each year.
payments on the new securities at a rate in excess of 10% per year,

then we may choose to redeem those new securities. If we redeem
·
For the 2045 new securities, January 23 and July 23 of

any new securities, we will pay 100% of their outstanding principal
each year.
amount, plus accrued and unpaid interest and any additional
amounts payable up to the date of our redemption.
Consolidation with Other Securities
The 2024 new securities will be consolidated to form a single
Redemption of the New Securities at the Option of the Issuer
series with, and will be fully fungible with, the U.S. $999,900,000
The issuer may at its option redeem the 2019 new securities,
principal amount of our outstanding 4.875% Notes due 2024 that we
the 2024 new securities or the 2045 new securities in whole or in
issued in the exchange offers that we commenced in July 2013 and
part, at any time or from time to time prior to their maturity, at a
February 2014.
redemption price equal to the principal amount thereof, plus the
Make-Whole Amount (as defined under "Description of the New
Further Issues
Securities--Redemption of the New Securities at the Option of the
Issuer"), plus accrued interest on the principal amount of the 2019
We may, without your consent, increase the size of the issue of
new securities, the 2024 new securities or the 2045 new securities,
any series of new securities or create and issue additional securities
as the case may be, to the date of redemption.
with either the same terms and conditions or the same except for the
issue price, the issue date and the amount of the first payment of
interest; provided that such additional securities do not have, for the
purpose of U.S. federal income taxation, a greater amount of
original issue discount than the affected new securities have as of
the date of the issue of the additional securities.

8
Table of Contents
Ranking of the New Securities and the Guaranties
We may pledge or grant security interests in any of our other
assets or the assets of the issuer or the guarantors to secure our
The new securities:
debts. In addition, we may pledge oil or oil receivables to secure

·
will be our direct, unsecured and unsubordinated public
debts payable in pesos or debts which are different than the new

external indebtedness, and
securities, such as commercial bank loans.

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

with all our existing and future unsecured and
Indenture
unsubordinated public external indebtedness.
The new securities will be issued pursuant to an indenture
dated as of January 27, 2009, between the issuer and the trustee.
The guaranties of the new securities by each of the guarantors
will constitute direct, unsecured and unsubordinated public external
indebtedness of each guarantor, and will rank pari passu with each
Trustee
other and with all other present and future unsecured and
Deutsche Bank Trust Company Americas.
unsubordinated public external indebtedness of each of the
guarantors. As of December 31, 2013, the guarantors had certain
outstanding financial leases which will, with respect to the assets
Events of Default
securing those financial leases, rank prior to the new securities and
The new securities and the indenture under which the new
the guaranties.
securities will be issued contain certain events of default. If an
event of default occurs and is continuing with respect to a series of
Negative Pledge
securities, 20% of the holders of the outstanding securities of that
series can require us to pay immediately the principal of and interest
None of the issuer or the guarantors or their respective
on all those securities. For a description of the events of default and
subsidiaries will create security interests in our crude oil and crude
their grace periods, you should read "Description of the New
http://www.sec.gov/Archives/edgar/data/932782/000119312514348419/d758803d424b3.htm[9/22/2014 4:14:32 PM]

424B3
oil receivables to secure any public external indebtedness. However,
Securities--Events of Default; Waiver and Notice."
we may enter into up to U.S. $4 billion of receivables financings
and similar transactions in any year and up to U.S. $12 billion of
receivables financings and similar transactions in the aggregate.
Collective Action Clauses
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
outstanding public external indebtedness issued prior to October
2004. Under these provisions, in certain circumstances, the issuer
and the guarantors may amend the payment and certain other
provisions of a series of new securities with the consent of the
holders of 75% of the aggregate principal amount of such new
securities.

9
Table of Contents
Governing Law
the price of the new securities. This could cause the new securities
to trade at prices that may be lower than their principal amount or
The new securities and the indenture will be governed by New
their initial offering price.
York law, except that the laws of Mexico will govern the
authorization and execution of these documents by Petróleos
In addition to these risks, there are additional risk factors
Mexicanos.
related to our operations, the Mexican Government's ownership and
control over us and Mexico generally. These risks are described
Listing and Trading
beginning on page 12.
We will apply, through our listing agent, to have the new
securities listed on the Luxembourg Stock Exchange and admitted
to trading on the Euro MTF market of the Luxembourg Stock
Exchange. All of the old securities are currently listed on the
Luxembourg Stock Exchange and admitted to trading on the Euro
MTF market of the Luxembourg Stock Exchange.
Use of Proceeds
We will not receive any cash proceeds from the issuance of the
new securities.
Principal Executive Offices
Our headquarters are located at:
Avenida Marina Nacional No. 329
Colonia Petróleos Mexicanos
México, D.F. 11311
Phone: (52-55) 1944-2500.
Risk Factors
Holders of old securities that do not exchange their old
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 and accepted in the
exchange offers, the trading market, if any, for the old securities
would be reduced.
http://www.sec.gov/Archives/edgar/data/932782/000119312514348419/d758803d424b3.htm[9/22/2014 4:14:32 PM]

424B3
We cannot promise that a market for the new securities will be
liquid or will continue to exist. Prevailing interest rates and general
market conditions could affect

10
Table of Contents
SELECTED FINANCIAL DATA
This selected financial data set forth below is derived in part from, and should be read in conjunction with, our 2013 financial statements and
our June 2014 interim financial statements, which are each incorporated by reference in this prospectus.

As of and for the
As of and for the

Year Ended December 31,(1)(2) Period Ended June 30,(1)(3)

2011

2012

2013

2013

2014

(in millions of pesos, except ratios)

Statement of Comprehensive Income Data

Net sales
1,558,454 1,646,912 1,608,205
789,405
816,004
Operating income
861,311 905,339 727,622
398,859
352,260
Financing income

30,584
23,215
24,527
5,693
9,444
Financing cost

(63,236) (72,951) (54,067)
(29,279)
(27,171)
Exchange (loss) gain--net

(60,143)
44,846
(3,951)
3,938
3,419
Net income (loss) for the period
(106,942)
2,600 (170,058)
(53,385)
(88,249)
Statement of Financial Position Data (end of period)

Cash and cash equivalents

n.a. 119,235
80,746
n.a.
88,414
Total assets

n.a. 2,024,183 2,047,390
n.a.
2,049,065
Long-term debt

n.a. 672,618 750,563
n.a.
795,140
Total long-term liabilities

n.a. 2,059,445 1,973,446
n.a.
2,051,680
Total (deficit) equity

n.a. (271,066) (185,247)
n.a.
(271,053)
Statement of Cash Flows

Depreciation and amortization
127,380 140,538 148,492
73,524
73,174
Acquisition of wells, pipelines, properties, plant and equipment(4)
167,014 197,509 245,628
87,235
92,594
Other Financial Data

Ratio of earnings to fixed charges(5)

--
1.14
--
--
--

Note: n.a. = Not applicable.
(1)
Includes Petróleos Mexicanos, the subsidiary entities and the subsidiary companies listed in Note 3(a) to our 2013 financial statements and in
Note 3(a) to our June 2014 interim financial statements.
(2)
Information derived from our 2013 financial statements.
(3)
Information derived from our June 2014 interim financial statements, which were furnished to the SEC as part of the August 6-K.
(4)
Includes capitalized financing cost. See Note 10 to our 2013 financial statements, "Item 5--Operating and Financial Review and Prospects--
Liquidity and Capital Resources" in the Form 20-F and Note 3(h) to our June 2014 interim financial statements.
(5)
Earnings, for the purpose of this calculation, consist of pre-tax income (loss) from continuing operations before income from equity
investees, plus fixed charges, minus interest capitalized during the period, plus the amortization of capitalized interest during the period and
plus dividends received on equity investments. Pre-tax income (loss) is calculated after the deduction of hydrocarbon duties, but before the
deduction of the hydrocarbon income tax and other income taxes. Fixed charges are calculated as the sum of interest expense plus interest
capitalized during the period. Fixed charges do not take into account exchange gain or loss attributable to our indebtedness. Earnings for the
years ended December 31, 2011 and 2013 and for the six months ended June 30, 2013 and 2014 were insufficient to cover fixed charges. The
amount by which fixed charges exceeded earnings was Ps. 108,098 million, Ps. 163,803 million, Ps. 47,061 million and Ps. 81,797 million,
respectively, during the relevant periods.
Source: 2013 financial statements and June 2014 interim financial statements.

11
http://www.sec.gov/Archives/edgar/data/932782/000119312514348419/d758803d424b3.htm[9/22/2014 4:14:32 PM]

Document Outline

#1">
- #1">