Obligation Pemex 5.35% ( US71654QCK67 ) en USD

Pemex

100 % ▲

Mexique

US71654QCK67 ( en USD )

5.35% par an ( paiement semestriel )

11/02/2028

Prospectus brochure de l'obligation Pemex US71654QCK67 en USD 5.35%, échéance 11/02/2028

10 000 USD

2 479 583 000 USD

71654QCK6

BBB ( Qualité moyenne inférieure )

Ba2 ( Spéculatif )

12/08/2025 ( Dans 108 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 US71654QCK67, paye un coupon de 5.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/02/2028

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QCK67, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QCK67, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus
424B3 1 d605538d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-227508

Prospectus
Petróleos Mexicanos
Exchange Offers
for
U.S. $2,500,000,000 5.350% Notes due 2028
U.S. $2,000,000,000 6.500% Notes due 2029
U.S. $3,328,663,000 6.350% Bonds due 2048
unconditionally guaranteed by
Pemex Exploration and Production
Pemex Industrial Transformation
Pemex Drilling and Services
Pemex Logistics
(and their respective successors and assignees)
Terms of the Exchange Offers

·
We are offering to exchange securities that we sold in private

transfer restrictions and registration rights relating to the old securities.
offerings and the securities that we issued pursuant to exchange offers

that we commenced in February 2018 for an equal principal amount
·
Four of our subsidiary entities (and their respective successors and
of new registered securities.
assignees) will, jointly and severally, guarantee the new securities. The

guarantees will be unconditional and irrevocable. These subsidiary
·
The exchange offers commence on November 16, 2018 and expire at
entities are Pemex Exploration and Production, Pemex Industrial
5:00 p.m., New York City time, on December 18, 2018, unless we
Transformation, Pemex Drilling and Services and Pemex Logistics; we
extend them.
refer to them as the 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

certain of Petróleos Mexicanos, which we refer to as the issuer, and the
·
All old securities that are validly tendered and not validly withdrawn
guarantors' other outstanding public external indebtedness issued prior
will be exchanged.
to October 2004. Under these provisions, in certain circumstances, the

·
We believe that the exchange of securities will not be a taxable
issuer may amend the payment and certain other provisions of the new
exchange for either U.S. or Mexican federal income tax purposes.
securities with the consent of the holders of 75% of the aggregate

principal amount of the new securities.
·
We will not receive any proceeds from the exchange offers.

·
The terms of the new securities to be issued are identical to the old
securities, except for the

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.
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Final Prospectus
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.
November 16, 2018
Table of Contents
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

10
Risk Factors

12
Forward-Looking Statements

24
Use of Proceeds

25
Ratio of Earnings To Fixed Charges

26
Capitalization of Pemex

27
Guarantors

28
The Exchange Offers

29
Description of the New Securities

39
Book Entry; Delivery and Form

56
Taxation

59
Plan of Distribution

64
Validity of Securities

66
Public Official Documents and Statements

66
Experts

66
Responsible Persons

66
General Information

67

i
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 del Mercado de Valores (Securities Market Law) in
connection with an offering of securities outside of Mexico by a Mexican issuer. Such notice is solely for information purposes and does not imply any
certification as to the investment quality of the new securities or the solvency of the issuer or the guarantors. The information contained in this prospectus
is the sole responsibility of the issuer, and the CNBV has not reviewed or authorized the content of 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.
We are responsible for the information contained in this prospectus. We have not authorized anyone to give you any other information, and we take
no responsibility for any other information that others may give you. You should not assume that the information in this prospectus is accurate as of any
date other than the date on the front of the document.
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Final Prospectus
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. 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, Banque Internationale à Luxembourg S.A.
We maintain an internet site at the following location: http://www.pemex.com (this website address is for information only and is not intended to be
an active link or to incorporate any website information into this document).
The SEC allows Petróleos Mexicanos to "incorporate by reference" information it files with the SEC, which means that Petróleos Mexicanos can
disclose important information to you by referring you to those documents.
Table of Contents
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, 2017, filed with the SEC on Form 20-F on April 30, 2018,

which we refer to as the Form 20-F;

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

and six-month periods ended June 30, 2018, which was furnished to the SEC on Form 6-K on October 16, 2018, which we refer to as our
October 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: Petróleos Mexicanos, Avenida Marina Nacional No. 329, Colonia Verónica Anzures, 11300,
Ciudad de México, México, telephone (52-55) 1944-9700, 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. 19.8633 to U.S. $1.00, which is the exchange rate that the Secretaría de Hacienda y Crédito Público (the Ministry of Finance and Public Credit)
instructed us to use on June 30, 2018.
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Final Prospectus
On November 2, 2018, the noon buying rate for cable transfers in New York reported by the Federal Reserve Bank was Ps. 20.0450 = U.S. $1.00.
PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of Petróleos Mexicanos, productive state-owned subsidiaries and subsidiary companies as of
December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016

2
Table of Contents
and 2015 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 2017 financial statements. These consolidated financial statements were prepared in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB). We refer in this document to "International
Financial Reporting Standards as issued by the IASB" as IFRS. These financial statements were audited in accordance with the International Standards on
Auditing, as required by the CNBV, and in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United States)
for purposes of filing with the SEC.
We have incorporated by reference in this prospectus the unaudited condensed consolidated interim financial statements of Petróleos Mexicanos,
productive state-owned subsidiaries and subsidiary companies as of June 30, 2018 and for the three and six-month periods ended June 30, 2018 and 2017
(which we refer to as the June 2018 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
(2) U.S. $1,828,663,000 of 6.350% Bonds due 2048 pursuant to private
exchange offers commenced in February 2018, which we refer to as the
Petróleos Mexicanos is a productive state-owned company of the
private exchange offers. We refer to the aggregate amount of
Federal Government of Mexico (which we refer to as the Mexican
U.S. $3,328,663,000 of 6.350% Bonds due 2048 that we issued in
Government). The Federal Congress of Mexico (which we refer to as
February 2018 as the 2048 old securities.
the Mexican Congress) established Petróleos Mexicanos by decree on
July 20, 1938. Its operations are carried out through six principal
We are offering new, registered securities in exchange for the 2028
subsidiary entities, which are Pemex Exploración y Producción (Pemex
old securities, the 2029 old securities and the 2048 old securities.
Exploration and Production), Pemex Transformación Industrial (Pemex
Industrial Transformation), Pemex Perforación y Servicios (Pemex
The 2028 old securities, the 2029 old securities and
Drilling and Services), Pemex Logística (Pemex Logistics), Pemex
U.S. $1,500,000,000 of 2048 old securities are unregistered and were
Fertilizantes (Pemex Fertilizers) and Pemex Etileno (Pemex Ethylene).
issued and sold by us in private placements to certain initial purchasers.
Petróleos Mexicanos and each of the subsidiary entities are public-
These initial purchasers sold the 2028 old securities, the 2029 old
sector entities of Mexico empowered to own property and carry on
securities and U.S. $1,500,000,000 of 2048 old securities in offshore
business in their own names. In addition, a number of subsidiary
transactions and to qualified institutional buyers in transactions exempt
companies are incorporated into the consolidated financial statements.
from the registration requirements of the Securities Act of 1933, as
We refer to Petróleos Mexicanos, the subsidiary entities and these
amended (which we refer to as the Securities Act). U.S. $1,828,663,000
subsidiary companies as PEMEX, and together they comprise Mexico's
of 2048 old securities are unregistered and were issued and sold by us
state oil and gas company.
pursuant to the private exchange offers in transactions exempt from the
registration requirements of the Securities Act. We refer to the 2028 old
The Exchange Offers
securities, the 2029 old securities and the 2048 old securities as the "old
securities," and the securities that we are now offering as the "new
On February 12, 2018, we issued U.S. $2,500,000,000 of 5.350%
securities." The old securities and the new securities are guaranteed by
Notes due 2028. We refer to the U.S. $2,500,000,000 of 5.350% Notes
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Final Prospectus
Pemex Exploration and Production, Pemex Industrial Transformation,
due 2028 that we issued in February 2018 as the 2028 old securities.
Pemex Drilling and Services and Pemex Logistics, and their respective
successors and assignees.
On October 23, 2018, we issued U.S. $2,000,000,000 of 6.500%
Notes due 2029. We refer to the U.S. $2,000,000,000 of 6.500% Notes
due 2029 that we issued in October 2018 as the 2029 old securities.
Registration Rights Agreements
Each time we issued a series of old securities, we also entered into
On February 12, 2018, we issued (1) U.S. $1,500,000,000 of
an exchange and registration rights agreement with the initial purchasers
6.350% Bonds due 2048 pursuant to a private placement and
and dealer managers, in which we agreed to do our best to complete
exchange offers of those old securities on or prior to a particular date.

4
Table of Contents
The Exchange Offers
·
you are not participating, do not intend to participate and have

no arrangement or understanding with any person to
Under the terms of the exchange offers, holders of each series of
participate, in the distribution of the new securities; and
old securities are entitled to exchange old securities for an equal

principal amount of new securities with substantially identical terms.
·
you are not an "affiliate" of ours, as defined under Rule 405 of

the Securities Act.
You should read the discussion under the heading "Description of
the New Securities" for further information about the new securities
If any statement above is not true and you transfer any new security
and the discussion under the heading "The Exchange Offers" for more
without delivering a prospectus meeting the requirements of the
information about the exchange process. The old securities may be
Securities Act or without an exemption from the registration
tendered only in a principal amount of U.S. $10,000 and integral
requirements of the Securities Act, you may incur liability under the
multiples of U.S. $1,000 in excess thereof.
Securities Act. We do not assume responsibility for or indemnify you
against this liability.
The series of new securities that we will issue in exchange for old
securities will correspond to the series of old securities tendered as
If you are a broker-dealer and receive new securities for your own
follows:
account in exchange for old securities that you acquired as a result of

market making or other trading activities, you must acknowledge that
Corresponding Old
you will deliver a prospectus meeting the requirements of the Securities
New Securities Series

Securities Series
Act in connection with any resale of the new securities. We will make
5.350% Notes due 2028, or 2028
this prospectus available to broker-dealers for use in resales for 180 days
new securities

2028 old securities
after the expiration date of the exchange offers.
6.500% Notes due 2029, or 2029
new securities

2029 old securities
Consequences of Failure to Exchange Old Securities
6.350% Bonds due 2048, or 2048
If you do not exchange your old securities for new securities, you
new securities

2048 old securities
will continue to hold your old securities. You will no longer be able to
require that we register the old securities under the Securities Act. In
As of the date of this prospectus, the following amounts of each
addition, you will not be able to offer or sell the old securities unless:
series are outstanding:

·
they are registered under the Securities Act; or
·
U.S. $2,500,000,000 aggregate principal amount of 2028 old

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

requirements of, or in a transaction not subject to, the
·
U.S. $2,000,000,000 aggregate principal amount of 2029 old

Securities Act.
securities; and

·
U.S. $3,328,663,000 aggregate principal amount of 2048 old

Expiration Date
securities.
The exchange offers will expire at 5:00 p.m., New York City time,
on December 18, 2018, unless we decide to extend the expiration date.
Resale of New Securities
Based on an interpretation by the SEC staff set forth in no-action
letters issued to third parties, we believe that you may offer the new
securities issued in the exchange offers for resale, resell them or
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Final Prospectus
otherwise transfer them without compliance with the registration and
prospectus delivery provisions of the Securities Act, as long as:

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

your business;

5
Table of Contents
Interest on the New Securities
If you are not a direct participant in DTC, you must, in accordance
with the rules of the DTC participant who holds your securities, arrange
The 2028 new securities will accrue interest at 5.350% per year,
for a direct participant in DTC to submit your acceptance to DTC
accruing from August 12, 2018. We will pay interest on the 2028 new
electronically.
securities on February 12 and August 12 of each year.
The 2029 new securities will accrue interest at 6.500% per year,
Withdrawal Rights
accruing from October 23, 2018. We will pay interest on the 2029
securities on January 23 and July 23 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
The 2048 new securities will accrue interest at 6.350% per year,
have already accepted your old securities. To withdraw, you must send a
accruing from August 12, 2018. We will pay interest on the 2048 new
written notice of withdrawal to the exchange agent through the electronic
securities on February 12 and August 12 of each year.
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
Conditions to the Exchange Offers
withdrawal rights.
We may terminate the exchange offers and refuse to accept any
old securities for exchange if:
If you are not a direct participant in DTC, you must, in accordance

with the rules of the DTC participant who holds your securities, arrange
·
there has been a change in applicable law or the SEC staff's
for a direct participant in DTC to submit your written notice of
interpretation of applicable law, and the exchange offers are

withdrawal to DTC electronically by 5:00 p.m., New York City time, on
not permitted under applicable law or applicable SEC staff
the expiration date.
interpretations of law; or

·
there is a stop order in effect or threatened with respect to the

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

6
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Table of Contents
with the exchange and registration rights agreements. The initial
The new securities will evidence the same debt as the old securities.
purchasers and the dealer managers have agreed to reimburse us for
certain of these expenses.
Maturity Dates

·
2028 new securities mature on February 12, 2028.
Exchange Agent

Deutsche Bank Trust Company Americas is serving as the

·
2029 new securities mature on January 23, 2029.

exchange agent for the exchange offers. The exchange agent's address,

·
2048 new securities mature on February 12, 2048.
telephone number and facsimile number are included under the heading
"The Exchange Offers--The Exchange Agent; Luxembourg Listing
Agent."
Interest Payment Dates

·
For the 2028 new securities, February 12 and August 12 of

Description of the New Securities
each year.

Issuer

·
For the 2029 securities, January 23 and July 23 of each year.

Petróleos Mexicanos.
·
For the 2048 new securities, February 12 and August 12 of

each year.
Guarantors
Pemex Exploration and Production, Pemex Industrial
Further Issues
Transformation, Pemex Drilling and Services and Pemex Logistics, and
We may, without your consent, increase the size of the issue of any
their respective successors and assignees, will jointly and severally
series of new securities or create and issue additional securities with
unconditionally guarantee the payment of principal and interest on the
either the same terms and conditions or the same except for the issue
new securities.
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
New Securities Offered
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
·
U.S. $2,500,000,000 aggregate principal amount of 5.350%

additional securities. These additional securities may be consolidated to
Notes due 2028.
form a single series with the corresponding new securities.

·
U.S. $2,000,000,000 aggregate principal amount of 6.500%

Notes due 2029.
Withholding Tax; Additional Amounts

·
U.S. $3,328,663,000 aggregate principal amount of 6.350%
We will make all principal and interest payments on the new

Bonds due 2048.
securities without any withholding or deduction for Mexican withholding
taxes, unless we are required by law to do so. In some cases where we are
The form and terms of each series of new securities are the same as
obliged to withhold or deduct a portion of the payment, we will pay
the form and terms of the old securities of the corresponding series,
additional amounts so that you will receive the amount that you would
except that:
have received had no tax been withheld or deducted. For a description of

when you would be entitled to receive additional amounts, see
·
the new securities will be registered under the Securities Act

"Description of the New Securities--Additional Amounts."
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

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

note program.

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Tax Redemption
Negative Pledge
If, as a result of certain changes in Mexican law, the issuer or any
None of the issuer or the guarantors or their respective subsidiaries
guarantor is obligated to pay additional amounts on interest payments
will create security interests in our crude oil and crude oil receivables to
on the new securities at a rate in excess of 10% per year, then we may
secure any public external indebtedness. However, we may enter into up
choose to redeem those new securities. If we redeem any new
to U.S. $4 billion of receivables financings and similar transactions in
securities, we will pay 100% of their outstanding principal amount, plus
any year and up to U.S. $12 billion of receivables financings and similar
accrued and unpaid interest and any additional amounts payable up to
transactions in the aggregate.
the date of our redemption.
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 debts. In
Redemption of the New Securities at the Option of the Issuer
addition, we may pledge oil or oil receivables to secure debts payable in
The issuer may at its option redeem the 2028 new securities, the
pesos or debts which are different than the new securities, such as
2029 new securities and the 2048 new securities, in whole or in part, at
commercial bank loans.
any time or from time to time prior to their maturity, at a redemption
price equal to the principal amount thereof, plus the Make-Whole
Indenture
Amount (as defined under "Description of the New Securities--
Redemption of the New Securities at the Option of the Issuer"), plus
The new securities will be issued pursuant to an indenture dated as
accrued interest on the principal amount of the 2028 new securities, the
of January 27, 2009, between the issuer and the trustee, as supplemented.
2029 new securities or the 2048 new securities, as the case may be, to
the date of redemption.
Trustee
Deutsche Bank Trust Company Americas.
Ranking of the New Securities and the Guaranties
The new securities:
Events of Default

·
will be our direct, unsecured and unsubordinated public

The new securities and the indenture under which the new securities
external indebtedness, and
will be issued contain certain events of default. If an event of default

·
will rank equally in right of payment with each other and
occurs and is continuing with respect to a series of securities, 20% of the

with all our existing and future unsecured and
holders of the outstanding securities of that series can require us to pay
unsubordinated public external indebtedness.
immediately the principal of and interest on all those securities. For a
description of the events of default and their grace periods, you should
The guaranties of the new securities by each of the guarantors will
read "Description of the New Securities--Events of Default; Waiver and
constitute direct, unsecured and unsubordinated public external
Notice."
indebtedness of each guarantor, and will rank pari passu with each
other and with all other present and future unsecured and
Collective Action Clauses
unsubordinated public external indebtedness of each of the guarantors.
These financial obligations include certain financial leases outstanding
The new securities will contain provisions regarding acceleration
as of December 31, 2014, which will, with respect to the assets
and future modifications to their terms that differ from those applicable
securing those financial leases, rank prior to the new securities and the
to certain of the issuer's and the guarantors' other outstanding public
guaranties.
external indebtedness issued prior to October 2004. Under these
provisions, in certain

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circumstances, the issuer and the guarantors may amend the payment
Risk Factors
and certain other provisions of a series of new securities with the
Holders of old securities that do not exchange their old securities for
consent of the holders of 75% of the aggregate principal amount of such
new securities will continue to be subject to the restrictions on transfer
new securities.
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
Governing Law
are tendered and accepted in the exchange offers, the trading market, if
any, for the old securities would be reduced.
The new securities and the indenture will be governed by New
York law, except that the laws of Mexico will govern the authorization
We cannot promise that a market for the new securities will be
and execution of these documents by Petróleos Mexicanos.
liquid or will continue to exist. Prevailing interest rates and general
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Final Prospectus
market conditions could affect the price of the new securities. This could
Listing and Trading
cause the new securities to trade at prices that may be lower than their
principal amount or their initial offering price.
We will apply, through our listing agent, to have the new
securities listed on the Luxembourg Stock Exchange and admitted to
In addition to these risks, there are additional risk factors related to
trading on the Euro MTF market of the Luxembourg Stock Exchange.
our operations, the Mexican Government's ownership and control over
All of the old securities are currently listed on the Luxembourg Stock
us and Mexico generally. These risks are described beginning on page 13.
Exchange and admitted to trading on the Euro MTF market of the
Luxembourg Stock Exchange.
Ratio of Earnings to Fixed Charges
Use of Proceeds
Our consolidated ratio of earnings to fixed charges for the years
ended December 31, 2013, 2014, 2015, 2016 and 2017 were insufficient
We will not receive any cash proceeds from the issuance of the
to cover fixed charges. The amount by which fixed charges exceeded
new securities.
earnings was Ps. 165,217 million, Ps. 283,640 million,
Ps. 765,161 million, Ps. 209,148 million and Ps. 289,033 million for the
Principal Executive Offices
years ended December 31, 2013, 2014, 2015, 2016 and 2017,
respectively. Our consolidated ratio of earnings to fixed charges for the
Our headquarters are located at:
six months ended June 30, 2017 and 2018 was 3.2 and 0.3, respectively.
Avenida Marina Nacional No. 329
Colonia Verónica Anzures
Ciudad de México,
México 11300
Phone: (52-55) 1944-2500.

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SELECTED FINANCIAL DATA
This selected financial data set forth below is derived in part from, and should be read in conjunction with, our 2017 financial statements and our
June 2018 interim financial statements, which are each incorporated by reference in this prospectus.

As of and
As of and for the
for the Six Months

Year Ended December 31,(1)(2)

Ended June 30,(1)(3)

2013

2014

2015

2016

2017

2017

2018

(in millions of pesos, except ratios)

Statement of Comprehensive Income Data

Net sales
Ps.1,608,205 Ps.1,586,728 Ps. 1,161,760 Ps. 1,074,093 Ps. 1,397,030 Ps.
668,935 Ps.
833,570
Operating income

727,622
615,480
(154,387)
424,350
104,725
144,272
227,279
Financing income

8,736
3,014
14,991
13,749
16,166
7,302
10,970
Financing cost

(39,586)
(51,559)
(67,774)
(98,844)
(117,645)
(49,613)
(56,973)
Derivative financial instruments (loss) gain--Net
1,311
(9,439)
(21,450)
(14,000)
25,338
20,333
(9,293)
Exchange gain (loss)--Net

(3,951)
(76,999)
(154,766)
(254.012)
23,184
202,663
2,505
Net (loss) income for the period

(170,058)
(265,543)
(712,567)
(191,144)
(280,851)
120,706
(49,860)
Statement of Financial Position Data (end of period)

Cash and cash equivalents

80,746
117,989
109,369
163,532
97,852
110,531
109,507
Total assets

2,047,390
2,128,368
1,775,654
2,329,886
2,132,002
2,236,282
2,132,708
Long-term debt

750,563
997,384
1,300,873
1,807,004
1,880,666
1,649,424
1,903,230
Total long-term liabilities

1,973,446
2,561,930
2,663,922
3,136,704
3,245,227
2,995,386
3,308,525
Total (deficit) equity

(185,247)
(767,721)
(1,331,676)
(1,233,008)
(1,502,352)
(1,120,986)
(1,546,835)
Statement of Cash Flows

Depreciation and amortization

148,492
143,075
167,951
150,439
156,705
73,423
73,734
Acquisition of wells, pipelines, properties, plant
and equipment(4)

245,628
230,679
253,514
151,408
91,859
(32,055)
(32,524)
Other Financial Data

Ratio of earnings to fixed
charges(5)(6)

--
--
--
--
--
3.2
0.3

Note:
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Final Prospectus
(1) Includes Petróleos Mexicanos, the subsidiary entities and the subsidiary companies listed in Note 4 to our 2017 financial statements and in Note 4 to our June
2018 interim financial statements.
(2) Information derived from our 2017 financial statements.
(3) Unaudited. Information derived from our June 2018 interim financial statements, which were furnished to the SEC as part of the October 6-K.
(4) Includes capitalized financing cost. See Note 12 to our 2017 financial statements, "Item 5--Operating and Financial Review and Prospects--Liquidity and Capital
Resources" in the Form 20-F and Note 3(f) to our June 2018 interim financial statements.
(5) Earnings, for this purpose, consist of pre-tax income (loss) from continuing operations before income from equity investment shares, plus fixed charges, minus
interest capitalized during the period, plus the amortization of interest capitalized during the period and plus dividends received on equity investees. 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 for this purpose consist of the sum of interest expense plus interest capitalized during the period, plus amortization premiums related to indebtedness and
plus the estimated interest within rental expense. Fixed charges do not take into account exchange gain or loss attributable to our indebtedness.

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(6) Earnings for the years ended December 31, 2013, 2014, 2015, 2016 and 2017 were insufficient to cover fixed charges. The amount by which fixed charges
exceeded earnings was Ps. 165,217 million, Ps. 283,640 million, Ps. 765,161, Ps. 209,148 million and Ps. 289,033 million for the years ended December 31, 2013,
2014, 2015, 2016 and 2017, respectively. Our consolidated ratio of earnings to fixed charges for the six months ended June 30, 2017 and 2018 was 3.2 and 0.3,
respectively.
Source: 2017 financial statements and June 2018 interim financial statements.

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RISK FACTORS
Risk Factors Related to Our Operations
Crude oil and natural gas prices are volatile and low crude oil and natural gas prices adversely affect our income and cash flows and the amount of
hydrocarbon reserves that we have the right to extract and sell.
International crude oil and natural gas prices are subject to global supply and demand and fluctuate due to many factors beyond our control. These
factors include competition within the oil and natural gas industry, the prices and availability of alternative sources of energy, international economic
trends, exchange rate fluctuations, expectations of inflation, domestic and foreign laws and government regulations, political and other events in major oil
and natural gas producing and consuming nations and actions taken by oil exporting countries, trading activity in oil and natural gas and transactions in
derivative financial instruments (which we refer to as DFIs) related to oil and gas.
When international crude oil, petroleum product and/or natural gas prices are low, we generally earn less revenue and, therefore, generate lower cash
flows and earn less income before taxes and duties because our costs remain roughly constant. Conversely, when crude oil, petroleum product and natural
gas prices are high, we earn more revenue and our income before taxes and duties increases. Crude oil export prices, which had generally traded above
U.S. $75.00 per barrel since October 2009 and traded above U.S. $100.00 per barrel as of July 30, 2014, began to fall in August 2014. After a gradual
decline that resulted in per barrel prices falling to U.S. $91.16 at September 30, 2014, this decline sharply accelerated in October 2014 and prices fell to
U.S. $53.27 per barrel at the end of 2014. The weighted average Mexican crude oil export price fell further in subsequent years, down to U.S. $26.54 per
barrel by the end of December 2015 and to U.S. $18.90 per barrel on January 20, 2016, the lowest in twelve years, before rebounding to U.S. $46.53 per
barrel on December 28, 2016. In 2017, crude oil export prices began to stabilize and during 2017 the weighted average Mexican crude oil export price was
approximately U.S. $46.73 per barrel, rising to U.S. $56.19 per barrel on December 29, 2017. During the first six months of 2018, the weighted average
Mexican crude oil price was U.S. $61.40 per barrel, an increase of U.S. $17.23 per barrel as compared to the 2017 weighted average Mexican crude oil
export price. As of November 8, 2018, the weighted average Mexican crude oil export price was U.S. $65.15 per barrel. While prices have begun to
stabilize or even trend upwards, they still remain significantly lower than 2014 levels. Any future decline in international crude oil and natural gas prices
will have a similar negative impact on its results of operations and financial condition. These fluctuations may also affect estimates of the amount of
Mexico's hydrocarbon reserves that we have the right to extract and sell, which could affect our future production levels. See "--Risk Factors Related to
our Relationship with the Mexican Government--Information on Mexico's hydrocarbon reserves in the Form 20-F is based on estimates, which are
uncertain and subject to revisions" below and "Item 11--Quantitative and Qualitative Disclosures About Market Risk--Changes in Exposure to Main
Risks--Market Risk--Hydrocarbon Price Risk" in the Form 20-F.
We have a substantial amount of indebtedness and other liabilities and are exposed to liquidity constraints, which could make it difficult for us to
obtain financing on favorable terms and could adversely affect our financial condition, results of operations and ability to repay our debt and,
ultimately, our ability to operate as a going concern.
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Document Outline

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