Obligation Pemex 3.5% ( US71656MBC29 ) en USD

Pemex

98.055 % ▼

Mexique

US71656MBC29 ( en USD )

3.5% par an ( paiement semestriel )

23/07/2020 - Obligation échue

Prospectus brochure de l'obligation Pemex US71656MBC29 en USD 3.5%, échue

100 000 USD

1 500 000 000 USD

71656MBC2

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 US71656MBC29, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/07/2020

Petróleos Mexicanos
U.S. $130,000,000,000
Medium-Term Notes, Series C, Due 1 Year or More from Date of Issue
jointly and severally guaranteed by
Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística,
and their respective successors and assignees

Petróleos Mexicanos (the "Issuer") (LEI 549300CAZKPF4HKMPX17), a productive state-owned company of the Federal Government (the "Mexican Government") of the
United Mexican States ("Mexico"), may offer from time to time its Medium-Term Notes, Series C, due 1 year or more from date of issue, as selected by the purchaser and agreed
to by the Issuer, in an aggregate initial offering price not to exceed U.S. $130,000,000,000 or its equivalent in other currencies or currency units, subject to increase by the Issuer
(the "Notes"). The currency or currency unit of denomination and payment, form, interest rate, interest payment dates, issue price (and the U.S. dollar equivalent thereof, in the
case of Notes denominated in other than U.S. dollars) and maturity date of any Note will be set forth in the related Final Terms ("Final Terms"). See "Description of Notes." The
payment of principal of and premium (if any) and interest on the Notes will be unconditionally and irrevocably guaranteed jointly and severally by Pemex Exploración y
Producción, Pemex Transformación Industrial and Pemex Logística, and their respective successors and assignees (each, a "Guarantor" and, collectively, the "Guarantors"), each
of which is a productive state-owned company of the Mexican Government. The Notes are not obligations of, or guaranteed by, the Mexican Government.

The principal amount payable at or prior to maturity, the amount of interest payable and any premium payable with respect to the Notes may be determined by the difference
in the price of crude oil on certain dates, or by some other index or indices, as set forth in the related Final Terms.

Unless a Redemption Commencement Date is specified in the applicable Final Terms, the Notes will not be redeemable prior to their Stated Maturity except in the event of
certain changes in Mexican Withholding Taxes (each as defined below). If a Redemption Commencement Date is so specified, the Notes will be redeemable at the option
of the Issuer at any time after such date as described herein. Unless otherwise specified in the applicable Final Terms, the Notes will not be subject to repayment at the
option of the holder prior to their Stated Maturity.

The Notes 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, which are commonly referred to as "collective action clauses" and are
described under "Description of Notes--Modification and Waiver," in certain circumstances, the Issuer may amend the payment and certain other provisions of an issue of
Notes with the consent of the holders of 75% of the aggregate principal amount of such Notes.

The Notes are being offered for sale outside the United States of America (the "United States") in reliance on Regulation S ("Regulation S") under the U.S. Securities Act
of 1933, as amended (the "Securities Act"). A portion of the Notes may also be offered for sale in the United States pursuant to an available exemption from registration
under the Securities Act. Unless otherwise specified in the applicable Final Terms, each Registered Note (as defined below) offered hereby will be represented by one or
more global Registered Notes without interest coupons (each, a "Global Note"), which will be deposited with, or on behalf of, The Depository Trust Company ("DTC") or
with a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear Clearance System plc ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). Unless otherwise specified in the applicable Final Terms, Bearer Notes (as defined below) will initially be represented by a temporary global
Bearer Note, without interest coupons, which will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Such temporary global Bearer Note
will be exchangeable for a permanent global Bearer Note or definitive Bearer Notes, as specified in the applicable Final Terms, on or after the Exchange Date (as defined
below) therefor and after the requisite certifications as to non-U.S. beneficial ownership have been provided as described herein. See "Description of Notes--Form and
Denomination." Except as described herein, Notes in definitive certificated form will not be issued in exchange for Global Notes or Bearer Notes in global form or interests
therein. See "Description of Notes--Certificated Notes and Definitive Bearer Notes."

Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market (the "Euro MTF Market").
No assurance can be given that the Notes will be sold or that an active trading market for the Notes will develop. This Offering Circular constitutes a "prospectus" for the purposes
of Part IV the Luxembourg Law on Prospectuses for Securities dated July 16, 2019. This program is valid for a period of 1 year from the date of this Offering Circular.

See "Risk Factors" on page 11 and "Currency Risks and Risks Associated with Indexed Notes" on page 61 for certain considerations relevant to an investment in the Notes.

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. ACCORDINGLY, THE NOTES MAY BE OFFERED AND SOLD ONLY (A) TO "QUALIFIED INSTITUTIONAL BUYERS" (AS
DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A AND (B) PURSUANT TO OFFERS AND SALES
THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S. FOR CERTAIN RESTRICTIONS ON RESALE AND TRANSFER, SEE
"OFFERING AND SALE" AND "NOTICE TO INVESTORS."

The Notes have not been and will not be registered with the Mexican National Securities Registry (Registro Nacional de Valores) maintained by the Mexican National Banking
and Securities Commission (Comisión Nacional Bancaria y de Valores, or "CNBV") and therefore may not be offered or sold publicly in Mexico. The Notes may be offered,
on a private placement basis, to investors in Mexico that qualify as institutional or accredited investors. As required under the Securities Market Law (Ley del Mercado de
Valores), the Issuer will give notice to the CNBV of the characteristics of the offering of the Notes, for informational and statistical purposes only. The delivery to, and receipt
by, the CNBV of such notice does not certify the investment quality of the Notes or the solvency of the Issuer or the Guarantors or the accuracy or completeness of the
information included herein. The information contained in this Offering Circular or any Final Terms is the sole responsibility of the Issuer, and the CNBV has not reviewed
or authorized the content of this Offering Circular.

Offers to purchase Notes are being solicited, on a reasonable efforts basis, from time to time by the Agents (as defined below) on behalf of the Issuer. Notes may be sold to the Agents
on their own behalf at negotiated discounts for resale as described above. The Issuer may also sell Notes directly on its own behalf or to or through other brokers or dealers. The Issuer
reserves the right to withdraw, cancel or modify the offering contemplated hereby without notice. No termination date for the offering of the Notes has been established. The Issuer,
or any Agent if it solicits the offer, may reject any offer to purchase Notes as a whole or in part. See "Offering and Sale."
Agents
Citigroup
Credit Agricole CIB
HSBC
Santander
This Offering Circular is dated September 12, 2023 and supersedes and replaces the offering circular dated December 30, 2021. This Offering Circular may not be used for
the purpose of listing the Notes on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market after September 12, 2024.

This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Guarantors to subscribe for or purchase, any of the Notes. The distribution of this Offering Circular and the offering
of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular
comes are required by the Issuer, the Guarantors and the Agents to inform themselves about and to observe any such
restrictions. For a description of certain further restrictions on offers and sales of the Notes and distribution of this
Offering Circular, see "Offering and Sale" and "Notice to Investors."
The Issuer was established by a decree of the Federal Congress of Mexico (the "Mexican Congress") on June 7,
1938 as a result of the nationalization of the foreign-owned oil companies then operating in Mexico. The Issuer and
its three subsidiary entities--Pemex Exploración y Producción (Pemex Exploration and Production), Pemex
Transformación Industrial (Pemex Industrial Transformation) and Pemex Logística (Pemex Logistics) (each, a
"Subsidiary Entity" and, collectively, the "Subsidiary Entities")--comprise Mexico's state oil and gas company. The
Issuer and each Subsidiary Entity is a productive state-owned company of the Mexican Government. Each is a legal
entity empowered to own property and carry on business in its own name. In addition, the results of a number of
subsidiary companies that are listed in "Consolidated Structure of PEMEX" in the Form 20-F (as defined below) (such
companies, the "Subsidiary Companies") are incorporated into the consolidated financial statements published by the
Issuer. The Issuer, the Subsidiary Entities and the Subsidiary Companies are collectively referred to as "PEMEX."
PEMEX's executive offices are located at Avenida Marina Nacional No. 329, Colonia Verónica Anzures, 11300,
Alcaldía Miguel Hidalgo, Ciudad de México, México. PEMEX's telephone number is (52-55) 9126-8700.
The Issuer and the Guarantors, having made all reasonable inquiries, confirm that (i) this Offering Circular
contains all information in relation to the Issuer, the Guarantors, PEMEX, Mexico and the Notes which is material in
the context of the issue and offering of the Notes, (ii) there are no untrue statements of a material fact contained in it
in relation to the Issuer, the Guarantors, PEMEX, Mexico or the Notes, (iii) there is no omission to state a material
fact which is necessary in order to make the statements made in it in relation to the Issuer, the Guarantors, PEMEX,
Mexico or the Notes, in light of the circumstances under which they were made, not misleading in any material respect,
(iv) the opinions and intentions expressed in this Offering Circular with regard to the Issuer, the Guarantors, PEMEX
and Mexico are honestly held, have been reached after considering all relevant circumstances and are based on
reasonable assumptions, and (v) all reasonable inquiries have been made by the Issuer and the Guarantors to ascertain
such facts and to verify the accuracy of all such information and statements. The Issuer and the Guarantors accept
responsibility accordingly.
The Notes have not been and will not be registered under the Securities Act and may include Notes in bearer form
that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or
delivered within the United States or to U.S. persons.
No person has been authorized to give any information or to make any representations other than those contained
in this Offering Circular and, if given or made, such information or representations must not be relied upon as having
been authorized. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities to which it relates or any offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Offering
Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer or PEMEX since the date hereof or that the information contained herein is correct
as of any time subsequent to its date.
This Offering Circular has been prepared by the Issuer solely for use in connection with future offerings of the
Notes, and the application to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to
have the Notes trade on the Euro MTF Market. Each prospective investor, by accepting delivery of this Offering
Circular, agrees to the foregoing, and agrees that this Offering Circular may be used only for the purposes for which
it was published.

ii

THE ISSUER WILL FILE A NOTICE IN RESPECT OF THE OFFERING OF THE NOTES WITH THE CNBV,
WHICH IS A REQUIREMENT UNDER THE SECURITIES MARKET LAW, IN CONNECTION WITH AN
OFFERING OF SECURITIES OUTSIDE OF MEXICO BY A MEXICAN ISSUER. SUCH NOTICE IS SOLELY
FOR INFORMATIVE AND STATISTICAL PURPOSES AND DOES NOT IMPLY ANY CERTIFICATION AS
TO THE INVESTMENT QUALITY OF THE NOTES, THE SOLVENCY OF THE ISSUER OR THE
GUARANTORS OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN.
FURTHERMORE, THE INFORMATION CONTAINED HEREIN IS THE EXCLUSIVE RESPONSIBILITY OF
THE ISSUER AND THE GUARANTORS AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE
CNBV. THE NOTES HAVE NOT BEEN REGISTERED IN THE NATIONAL SECURITIES REGISTRY
MAINTAINED BY THE CNBV AND, CONSEQUENTLY, MAY NOT BE OFFERED OR SOLD PUBLICLY IN
MEXICO. THE NOTES MAY BE OFFERED OR SOLD IN MEXICO, THROUGH A PRIVATE PLACEMENT
UNDER THE SECURITIES MARKET LAW AND REGULATIONS THEREUNDER, TO INVESTORS THAT
QUALIFY AS INSTITUTIONAL OR ACCREDITED INVESTORS.
IN CONNECTION WITH AN ISSUE OF NOTES OFFERED HEREBY, THE AGENT OR AGENTS
SPECIFIED IN THE APPLICABLE FINAL TERMS MAY ENGAGE IN TRANSACTIONS THAT STABILIZE,
MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING OVER-ALLOTMENT,
STABILIZING AND SHORT-COVERING TRANSACTIONS IN THE NOTES, AND THE IMPOSITION OF A
PENALTY BID, IN CONNECTION WITH SUCH ISSUANCE. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "OFFERING AND SALE."
IN CONNECTION WITH THE OFFERING OF ANY SERIES OF NOTES, THE PERSON(S) IF ANY NAMED
AS THE STABILIZING MANAGER(S) IN THE APPLICABLE SUPPLEMENT AND/OR FINAL TERMS (THE
"STABILIZING MANAGER(S)") (OR PERSONS ACTING ON THEIR BEHALF) MAY PURCHASE AND SELL
THE NOTES IN THE OPEN MARKET. THESE TRANSACTIONS MAY INCLUDE OVER-ALLOTMENT,
COVERING TRANSACTIONS AND STABILIZING TRANSACTIONS CARRIED OUT BY THE STABILIZING
MANAGER(S) (OR ANY PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER). OVER-
ALLOTMENT INVOLVES SALES OF NOTES IN EXCESS OF THE PRINCIPAL AMOUNT OF SUCH NOTES
TO BE PURCHASED BY THE STABILIZING MANAGER(S) (OR ANY PERSON ACTING ON BEHALF OF
THE STABILIZING MANAGER(S)) IN THIS OFFERING, WHICH CREATES A SHORT POSITION FOR THE
STABILIZING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER(S)).
COVERING TRANSACTIONS INVOLVE PURCHASES OF NOTES IN THE OPEN MARKET AFTER THE
DISTRIBUTION HAS BEEN COMPLETED IN ORDER TO COVER SHORT POSITIONS. STABILIZING
TRANSACTIONS CONSIST OF CERTAIN BIDS OR PURCHASES OF NOTES MADE FOR THE PURPOSE OF
PREVENTING OR RETARDING A DECLINE IN THE MARKET PRICE OF SUCH NOTES WHILE THE
OFFERING IS IN PROGRESS. ANY OF THESE ACTIVITIES MAY HAVE THE EFFECT OF PREVENTING
OR RETARDING A DECLINE IN THE MARKET PRICE OF THE NOTES. THEY MAY ALSO CAUSE THE
PRICE OF THE NOTES TO BE HIGHER THAN THE PRICE THAT OTHERWISE WOULD EXIST IN THE
OPEN MARKET IN THE ABSENCE OF THESE TRANSACTIONS. THE STABILIZING MANAGER(S) (OR
ANY PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER(S)) MAY CONDUCT THESE
TRANSACTIONS IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. IF THE STABILIZING
MANAGER(S) (OR ANY PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER(S))
COMMENCE ANY OF THESE TRANSACTIONS, THEY MAY DISCONTINUE THEM AT ANY TIME, BUT IT
MUST END NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE ISSUER RECEIVED THE
PROCEEDS OF THE ISSUE, OR NO LATER THAN 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE RELEVANT NOTES, WHICHEVER IS THE EARLIER. ANY STABILIZATION ACTION OR OVER-
ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING MANAGER(S) (OR ANY PERSON ACTING
ON BEHALF OF SUCH STABILIZING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND RULES.

iii

IMPORTANT EUROPEAN ECONOMIC AREA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For the
purposes of this provision, (a) the expression a "retail investor" means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID
II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended
or superseded, the "Prospectus Regulation"); and (b) the expression "offer" includes the communication in any
form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to
enable an investor to decide to purchase or subscribe for the Notes. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended or superseded, the "PRIIPs Regulation")
for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPs Regulation.

Each person in a Member State of the EEA who receives any communication in respect of, or who acquires
any Notes under, the offers to the public contemplated in this Offering Circular, or to whom the Notes are
otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to and
with each Agent and the Issuer that it and any person on whose behalf it acquires Notes is: (1) a "qualified
investor" as defined in the Prospectus Regulation; and (2) not a "retail investor" as defined above. For the
purposes of this representation, an "offer to the public" in relation to any Notes in any Member State means
the communication in any form and by any means of sufficient information on the terms of the offer and any
Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

IMPORTANT UK RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes: (a)
the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of domestic law in the UK by virtue
of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act of 2000 (as amended, the "FMSA") and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify
as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014 as it forms part of
domestic law in the UK by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA; and (b) the
expression "offer" includes the communication in any form and by any means of sufficient information on the
terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for
the Notes. Consequently, no key information document required by Regulation (EU) 1286/2014 as it forms part
of domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.

This Offering Circular has been prepared on the basis that any offer of Notes in the UK will be made
pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus
for offers of Notes. Accordingly, any person making or intending to make an offer in the UK of Notes which
are the subject of an offering contemplated in this Offering Circular as completed by final terms in relation to
the offer of those Notes may only do so in circumstances in which no obligation arises for the Issuer or any
dealer to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation or section 85 of the FSMA
or to supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation
to such offer. Neither the Issuer nor any dealer has authorised, nor do they authorise, the making of any offer
of Notes in circumstances in which an obligation arises for the Issuer or any dealer to publish or supplement a

iv

prospectus for such offer. For the purposes of this provision, the expression "UK Prospectus Regulation" means
Regulation (EU) No 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA.

In the UK, this Offering Circular is for distribution only to, and is directed only at, and any offer of the
Notes subsequently made may only be directed at persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Order"); (ii) are persons falling within Article 43(2) of the Order;
(iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
and any other persons to whom it may lawfully be communicated) of the Order, or (iv) are persons to whom
an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA)
in connection with the issue or sale of the Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being "relevant persons"). Any person in the UK that is not a relevant
person should not act or rely on the information included in this Offering Circular or use it as a basis for taking
any action. In the UK, the Notes are only available to, and any invitation, offer or agreement to subscribe
purchase or otherwise acquire such Notes will be engaged in only with relevant persons.

v

TABLE OF CONTENTS
Page
Available Information ................................................................................................................................................................. 1
Documents Incorporated by Reference .................................................................................................................................... 1
Notice to Investors ....................................................................................................................................................................... 2
Currency of Presentation ............................................................................................................................................................ 4
Presentation of Financial Information ...................................................................................................................................... 5
Forward-Looking Statements .................................................................................................................................................... 6
Summary of the Offering ........................................................................................................................................................... 8
Risk Factors ................................................................................................................................................................................ 11
Use of Proceeds ......................................................................................................................................................................... 26
Selected Financial Data ............................................................................................................................................................ 27
Capitalization ............................................................................................................................................................................. 28
The Guarantors ........................................................................................................................................................................... 29
Description of Notes ................................................................................................................................................................. 30
Limitations on Issuance of Bearer Notes ............................................................................................................................... 53
Important Currency Information ............................................................................................................................................. 53
Currency Risks and Risks Associated with Indexed Notes ................................................................................................. 54
Clearing and Settlement ............................................................................................................................................................ 57
Taxation ...................................................................................................................................................................................... 62
Offering and Sale ....................................................................................................................................................................... 71
Validity of the Notes ................................................................................................................................................................. 78
Enforcement of Civil Liabilities .............................................................................................................................................. 78
Public Official Documents and Statements ........................................................................................................................... 78
General Information .................................................................................................................................................................. 79
Form of Final Terms ............................................................................................................................................................... A-1

vi

AVAILABLE INFORMATION
The Issuer files periodic reports and other information with the U.S. Securities and Exchange Commission (the
"SEC") under "Mexican Petroleum" (the English translation of the name Petróleos Mexicanos). Electronic SEC
filings of the Issuer are available to the public over the Internet at the SEC's website at http://www.sec.gov under the
name "Mexican Petroleum." So long as any of the Notes are outstanding and are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act, if at any time the Issuer is neither a reporting company under
Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor
exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the Issuer will be required under the Indenture referred
to under "Description of Notes--General" to furnish to a holder of a Note and a prospective purchaser designated by
such holder, upon the request of such holder in connection with a transfer or proposed transfer of such Note pursuant
to Rule 144A, the information required to be delivered under Rule 144A(d)(4)(i) under the Securities Act.
The information sourced from third parties has been accurately reproduced in this Offering Circular. As far as the
Issuer is aware and is able to ascertain from information published by that party, no facts have been omitted which
would render the reproduced information misleading.

DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Issuer with the SEC are incorporated by reference into this Offering Circular
and are available for viewing at the website of the Luxembourg Stock Exchange at https://www.luxse.com:
·
the Issuer's annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on Form
20-F on April 28, 2023 (the "Form 20-F");
·
the Issuer's report relating to certain recent developments and its condensed consolidated interim financial
statements as of June 30, 2023 and for the three- and six-month periods ended June 30, 2023 and 2022, which
was furnished to the SEC on Form 6-K on September 8, 2023, (the "Interim Results Form 6-K"); and
·
all of the Issuer's annual reports on Form 20-F filed with, and all reports on Form 6-K that are designated in
such reports as being incorporated into this Offering Circular and furnished to the SEC pursuant to Section
13(a), 13(c) or 15(d) of the Exchange Act after the date of this Offering Circular and prior to the termination
of the offer of any issue of Notes hereunder.

1

The information incorporated herein by reference is considered to be part of this Offering Circular, and later
information filed with the SEC will update and supersede this information.
Copies of the most recent audited annual and unaudited condensed consolidated interim financial statements of
PEMEX, as well as this Offering Circular (and any amendment or supplement hereto) and any Final Terms relating
to any issue of Notes admitted to be listed on the Official List of the Luxembourg Stock Exchange and traded on the
Euro MTF Market, will be available free of charge at the office of Deutsche Bank AG, London Branch (in such
capacity the "Paying Agent" and the "Transfer Agent") in London. Such documents will also be available free of
charge at the principal executive office of the Issuer and at the principal executive office of Deutsche Bank Trust
Company Americas (in such capacity the "Trustee").

NOTICE TO INVESTORS
Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any offer,
resale, pledge or other transfer of the Notes offered hereby.
Each purchaser of Notes offered and sold in reliance on Rule 144A will be deemed to have represented and agreed
as follows (terms used herein that are defined in Rule 144A, Regulation S or Regulation D under the Securities Act
are used herein as defined therein):
(a)
The purchaser (1) is a Qualified Institutional Buyer; (2) is aware that the sale to it is being made in
reliance on Rule 144A; and (3) is acquiring such Notes for its own account or for the account of a
Qualified Institutional Buyer;
(b)
The purchaser understands that the Notes have not been registered under the Securities Act and may not
be reoffered, resold, pledged or otherwise transferred except (A) (1) to a person who such purchaser
reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule
144A; (2) outside the United States in a transaction meeting the requirements of Rule 903 or Rule 904
of Regulation S; (3) pursuant to an exemption from registration under the Securities Act provided by
Rule 144 thereunder ("Rule 144") (if available); or (4) pursuant to an effective registration statement
under the Securities Act and (B) in accordance with all other applicable securities laws;
(c)
Such Notes will bear a legend to the following effect unless the Issuer determines otherwise in
compliance with applicable law:
THIS NOTE AND THE GUARANTIES IN RESPECT HEREOF HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
SENTENCE. EACH HOLDER OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN, BY ITS
ACCEPTANCE HEREOF OR OF SUCH BENEFICIAL INTEREST, AGREES, ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
THIS NOTE, TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE, PRIOR TO
THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") ON WHICH THE ISSUER
INSTRUCTS THE TRUSTEE THAT THIS RESTRICTIVE LEGEND SHALL BE DEEMED
REMOVED (WHICH INSTRUCTION IS EXPECTED TO BE GIVEN ON OR ABOUT THE ONE-
YEAR ANNIVERSARY OF THE ISSUANCE OF THIS NOTE), ONLY (1) TO THE ISSUER OR A
GUARANTOR, (2) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") TO A PERSON WHO THE SELLER AND ANY PERSON ACTING ON ITS
BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
"QUALIFIED INSTITUTIONAL BUYER," (3) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES

2

ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND SUBJECT, IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (4),
TO THE ISSUER'S AND THE TRUSTEE'S RIGHT TO REQUIRE THE DELIVERY OF A
CERTIFICATE OR AN OPINION OF COUNSEL SATISFACTORY TO EACH OF THEM.
THIS LEGEND SHALL BE DEEMED REMOVED WITHOUT FURTHER ACTION OF THE
ISSUER, THE TRUSTEE OR ANY HOLDER AT SUCH TIME AS THE ISSUER INSTRUCTS THE
TRUSTEE IN WRITING TO REMOVE SUCH LEGEND IN ACCORDANCE WITH THE
INDENTURE.
(d)
The purchaser understands that such Notes will be represented by a Restricted Global Note (as defined
below). Before any interest in a Restricted Global Note may be offered, sold, pledged or otherwise
transferred to a person who takes delivery in the form of an interest in a Regulation S Global Note (as
defined below), the transferor will be required to provide the Trustee with a written certification (in the
form provided in the Indenture) as to compliance with the transfer restrictions referred to in clause (b)(2)
or (b)(3) above.
The Notes offered and sold in reliance on Rule 144A will constitute "restricted securities" within the meaning of
Rule 144(a)(3) and any sale pursuant to Rule 144 will be subject to the requirements of that rule, including the holding
period requirements.

3

CURRENCY OF PRESENTATION
References herein to "U.S. dollars," "U.S. $," "dollars" or "$" are to the lawful currency of the United States,
references herein to "pesos" or "Ps." are to the lawful currency of Mexico, and references to "euros" or "" are to the
currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the
treaty establishing the European Community, as amended by the Treaty on European Union. The term "billion" as
used in this Offering Circular means one thousand million.
This Offering Circular contains translations of certain peso amounts into U.S. dollars at specified rates solely for
the convenience of the reader. These translations should not be construed 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
otherwise indicated, the U.S. dollar amounts as of and for the three- and six-month periods ended June 30, 2023 and
as of and for the year ended December 31, 2022, have been translated from pesos at an exchange rate of Ps. 17.0720
= 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 the Issuer to use on June 30, 2023. On August 31, 2023, the noon buying rate for cable
transfers in New York reported by the Board of Governors of the Federal Reserve System was Ps. 16.8810 = U.S.
$1.00.

4