Obligation Pemex 6% ( US71654QAW24 ) en USD

Pemex

100 % ▼

Mexique

US71654QAW24 ( en USD )

6% par an ( paiement semestriel )

05/03/2020 - Obligation échue

Prospectus brochure de l'obligation Pemex US71654QAW24 en USD 6%, échue

10 000 USD

995 364 000 USD

71654QAW2

N/A

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 Pemex (ISIN : US71654QAW24, CUSIP : 71654QAW2), émise au Mexique en USD, d'un montant total de 995 364 000 USD, avec un coupon de 6% payable semestriellement, est arrivée à échéance le 05/03/2020 et a été intégralement remboursée à son prix nominal (100%).

Luxembourg Listing Memorandum
Petróleos Mexicanos
U.S. $27,280,000 4.875% Notes due 2015 (ISIN US71654QAV41)
U.S. $999,590,000 3.500% Notes due 2018 (ISIN US71654QBJ04)
U.S. $498,570,000 Floating Rate Notes due 2018 (ISIN US71654QBK76)
U.S. $4,562,000 6.000% Notes due 2020 (ISIN US71654QAW24)
U.S. $6,073,000 4.875% Notes due 2022 (ISIN US71654QBB77)
U.S. $2,099,730,000 3.500% Notes due 2023 (ISIN US71654QBG64)
U.S. $999,900,000 4.875% Notes due 2024 (ISIN US71654QBH48)
U.S. $1,205,000 6.625% Guaranteed Bonds due 2035 (ISIN US706451BG56)
U.S. $501,150,000 6.500% Bonds due 2041 (ISIN US71654QAZ54)
U.S. $996,645,000 5.50% Bonds due 2044 (ISIN US71654QBE17)

unconditionally guaranteed by
Pemex-Exploration and Production
Pemex-Refining
Pemex-Gas and Basic Petrochemicals

The payment of principal of and interest on the U.S. $27,280,000 4.875% Notes due 2015 (the "2015 new
securities"), U.S. $999,590,000 3.500% Notes due 2018 (the "2018 fixed rate new securities"), the
U.S. $498,570,000 Floating Rate Notes due 2018 (the "2018 floating rate new securities"), the U.S. $4,562,000
6.000% Notes due 2020 (the "2020 new securities"), the U.S. $6,073,000 4.875% Notes due 2022 (the "2022 new
securities"), the U.S. $2,089,805,000 3.500% Notes due 2023 (the "2023 new securities"), the U.S. $999,900,000
4.875% Notes due 2024 (the "2024 new securities"), the U.S. $1,205,000 6.625% Guaranteed Bonds due 2035 (the
"2035 new securities"), the U.S. $501,150,000 6.500% Bonds due 2041 (the "2041 new securities") and the U.S.
$996,645,000 5.50% Bonds due 2044 (the "2044 new securities," and, together with the 2015 new securities, the
2018 fixed rate new securities, the 2018 floating rate new securities, the 2020 new securities, the 2022 new
securities, the 2023 new securities, the 2024 new securities and the 2041 new securities, the "securities") will be
unconditionally and irrevocably guaranteed jointly and severally by Pemex-Exploración y Producción, Pemex-
Refinación and Pemex-Gas y Petroquímica Básica (each a "guarantor" and, collectively, the "guarantors"), each of
which is a decentralized public entity of the Federal Government (the "Mexican Government") of the United
Mexican States ("Mexico"). The securities are not obligations of, or guaranteed by, the Mexican Government. The
securities are subject to redemption prior to maturity, as described under "Description of the Securities--Tax
Redemption" and "--Redemption of the Securities at the Option of the Issuer."
U.S. $1,150,000 principal amount of the 2041 new securities (the "2013 3(a)(9) 2041 new securities") and
U.S. $1,645,000 principal amount of the 2044 new securities (the "2013 3(a)(9) 2044 new securities") were issued
by the Petróleos Mexicanos (the "issuer" and, together with the guarantors and their consolidated subsidiaries,
"PEMEX"), a decentralized public entity of the Mexican Government, on August 26, 2013 pursuant to exchange
offers commenced by the issuer on July 25, 2013 that expired on August 22, 2013. U.S. $991,630,000 principal
amount of the 2018 fixed rate new securities (the "SEC-Registered 2018 fixed rate new securities"), the 2018
floating rate new securities, U.S. $2,089,805,000 principal amount of the 2023 new securities (the "SEC-Registered
2023 new securities"), U.S. $999,860,000 principal amount of the 2024 new securities (the "SEC-Registered 2024
new securities"), U.S. $494,979,000 of the 2041 new securities (the "SEC-Registered 2041 new securities") and
U.S. $996,295,000 principal amount of the 2044 new securities (the "SEC-Registered 2044 new securities") were
issued by the issuer on August 30, 2013 pursuant to exchange offers commenced by the issuer on July 25, 2013 that
expired on August 29, 2013. The 2015 new securities, U.S. $7,960,000 principal amount of the 2018 fixed rate new
securities (the "2014 3(a)(9) 2018 fixed rate new securities"), the 2020 new securities, the 2022 new securities,
U.S. $9,925,000 principal amount of the 2023 new securities (the "2014 3(a)(9) 2023 new securities"), U.S. $40,000
principal amount of the 2024 new securities (the "2014 3(a)(9) 2024 new securities"), the 2035 new securities,
U.S. $6,171,000 principal amount of the 2041 new securities (the "2014 3(a)(9) 2041 new securities") and

U.S. $350,000 principal amount of the 2044 new securities (the "2014 3(a)(9) 2044 new securities") were issued by
the issuer on March 13, 2014 pursuant to exchange offers commenced by the issuer on February 10, 2014 that
expired on March 11, 2014.
The issuer will pay interest on the 2015 new securities on March 15 and September 15 of each year. The
first interest payment on the 2015 new securities on March 15, 2014 included interest accrued from September 15,
2013. The 2015 new securities will mature on March 15, 2015.
The issuer will pay interest on the 2018 fixed rate new securities on January 18 and July 18 of each year.
The first interest payment on the SEC-Registered 2018 fixed rate new securities on January 18, 2014 included
interest accrued from July 18, 2013. The first interest payment on the 2014 3(a)(9) 2018 fixed rate new securities on
July 18, 2014 included interest accrued from January 18, 2013. The 2018 fixed rate new securities will mature on
July 18, 2018.
The issuer will pay interest on the 2018 floating rate new securities on January 18, April 18, July 18 and
October 18 of each year. The 2018 floating rate new securities will accrue interest at a floating rate equal to the
three-month U.S. dollar LIBOR plus 2.02%. The interest rate payable on the 2018 floating rate new securities will
be reset quarterly The first interest payment on the 2018 floating rate new securities included interest accrued from
July 18, 2013. The 2018 floating rate new securities will mature on July 18, 2018.
The issuer will pay interest on the 2020 new securities on March 5 and September 5 of each year. The first
interest payment on the 2020 new securities on March 5, 2014 included interest accrued from September 5, 2013.
The 2020 new securities will mature on March 5, 2020.
The issuer will pay interest on the 2022 new securities on January 24 and July 24 of each year. The first
interest payment on the 2022 new securities on July 24, 2014 included interest accrued from January 24, 2013. The
2022 new securities will mature on January 24, 2022.
The issuer will pay interest on the 2023 new securities on January 30 and July 30 of each year. The first
interest payment on the SEC-Registered 2023 new securities on January 30, 2014 included interest accrued from
July 30, 2013. The first interest payment on the 2014 3(a)(9) 2023 new securities on July 30, 2014 included interest
accrued from July 30, 2013. The 2023 new securities will mature on January 30, 2023.
The issuer will pay interest on the 2024 new securities on January 18 and July 18 of each year. The first
interest payment on the SEC-Registered 2024 new securities on January 18, 2014 included interest accrued from
July 18, 2013. The first interest payment on the 2014 3(a)(9) 2024 new securities on July 18, 2014 included interest
accrued from January 18, 2013. The 2024 new securities will mature on January 18, 2024.
The issuer will pay interest on the 2035 new securities on June 15 and December 15 of each year. The first
interest payment on the 2035 new securities on June 15, 2014 included interest accrued from December 15, 2013.
The 2035 new securities will mature on June 15, 2035.
The issuer will pay interest on the 2041 new securities on June 2 and December 2 of each year. The first
interest payment on the 2013 3(a)(9) 2041 new securities and the SEC-Registered 2041 new securities on December
2, 2013 included interest accrued from June 2, 2013. The first interest payment on the 2014 3(a)(9) 2041 new
securities on June 2, 2014 included interest accrued from December 2, 2013. The 2041 new securities will mature
on June 2, 2041.
The issuer will pay interest on the 2044 new securities on June 27 and December 27 of each year. The first
interest payment on the 2013 3(a)(9) 2044 new securities and the SEC-Registered 2044 new securities on
December 27, 2013 included interest accrued from June 27, 2013. The first interest payment on the 2014 3(a)(9)
2044 new securities on June 27, 2014 included interest accrued from December 27, 2013. The 2044 new securities
will mature on June 27, 2044.
The securities will contain provisions regarding acceleration and future modifications to their terms that
differ from those applicable to certain of Petróleos Mexicanos, which we refer to as the issuer, and the guarantors'
other outstanding public external indebtedness issued prior to October 2004. Under these provisions, in certain
circumstances, the issuer may amend the payment and certain other provisions of the securities with the consent of
the holders of 75% of the aggregate principal amount of the securities.
Investing in the securities involves certain risks. See "Risk Factors" beginning on page 11.

ii

Application has been made to list the securities on the Luxembourg Stock Exchange and for admission of
the securities for trading on the Euro MTF Market. This Listing Memorandum constitutes a "prospectus" for the
purposes of Part IV of the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended, and may
be used only for the purposes for which it has been published.
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.
______________________________
September 1, 2014

iii

TABLE OF CONTENTS
Page

Available Information .................................................................................................................................. 1
Currency of Presentation .............................................................................................................................. 2
Presentation of Financial Information .......................................................................................................... 3
Summary ...................................................................................................................................................... 4
Selected Financial Data .............................................................................................................................. 10
Risk Factors ............................................................................................................................................... 11
Forward-Looking Statements ..................................................................................................................... 20
Use of Proceeds .......................................................................................................................................... 20
Ratio of Earnings to Fixed Charges ........................................................................................................... 22
Capitalization of PEMEX .......................................................................................................................... 23
Guarantors .................................................................................................................................................. 24
Description of the Securities ...................................................................................................................... 27
Book Entry; Delivery and Form................................................................................................................. 49
Taxation ..................................................................................................................................................... 53
Plan of Distribution .................................................................................................................................... 59
Public Official Documents and Statements ............................................................................................... 62
Responsible Persons ................................................................................................................................... 62
General Information ................................................................................................................................... 62

iv

Terms such as "we," "us" and "our" generally refer to Petróleos Mexicanos and its consolidated
subsidiaries, unless the context otherwise requires.
The information contained in this Listing Memorandum 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 notices in respect of the offerings of the
securities with the CNBV at the time the old securities of each series were issued. Such notices are a
requirement under the Ley de Mercado de Valores (the Securities Market Law) in connection with an
offering of both the old securities (as defined herein) and the 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 securities, the solvency of the issuer or the guarantors or the accuracy or
completeness of the information contained in this Listing Memorandum. The 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 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.
This Listing Memorandum constitutes a "prospectus" for the purposes of Part IV of the
Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended, and may be used only
for the purposes for which it has been published.
You should rely only on the information provided in this Listing Memorandum. We have
authorized no one to provide you with different information. You should not assume that the information
in this Listing Memorandum is accurate as of any date other than the date on the front of the document.
AVAILABLE INFORMATION
We have filed registration statements with the SEC on Form F-4 covering the new securities.
This Listing Memorandum does not contain all of the information included in the registration statements.
Any statement made in this Listing Memorandum 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 statements, 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.
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 Listing
Memorandum, and later information filed with the SEC will update and supersede this information. The
following documents filed by the issuer with the SEC are incorporated by reference into this Listing
Memorandum and are available for viewing at the website of the Luxembourg Stock Exchange at
http://www.bourse.lu:
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 (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 (
the "August 6-K");
1

an indenture, dated as of December 30, 2004, among the Master Trust, the issuer and
the trustee, as supplemented by (i) the first supplemental indenture, dated as of
September 30, 2009, among the Master Trust, the issuer and the trustee, and (ii) the
second supplemental indenture, dated as of June 24, 2014, among the issuer and the
trustee (as supplemented, the "2004 indenture");
an indenture, dated as of January 27, 2009, between Petróleos Mexicanos and
Deutsche Bank Trust Company Americas, as trustee (the "trustee"), as supplemented
by (i) the First Supplemental Indenture, dated as of June 2, 2009, among the issuer,
the trustee and Deutsche Bank AG, London Branch as International Paying Agent,
(ii) the Second Supplemental Indenture, dated as of October 13, 2009, among the
issuer, the trustee, Credit Suisse, as Principal Swiss Paying Agent and Authenticating
Agent, and BNP Paribas (Suisse) S.A., as Swiss Paying Agent, (iii) the Third
Supplemental Indenture, dated as of April 10, 2012, among the issuer, the trustee and
Credit Suisse AG, as Swiss Paying Agent and Authenticating Agent, and (iv) the
Fourth Supplemental Indenture, dated as of June 24, 2014, among the issuer and the
trustee (as supplemented, the "2009 indenture" and, together with the 2004 indenture,
the "indentures");
the forms of the securities of each series; and
all reports on Form 6-K that are designated in such reports as being incorporated into
this Listing Memorandum, filed with the SEC pursuant to Section 13(a), 13(c) or
15(d) of the U.S. Securities Exchange Act of 1934, as amended, and made available
for viewing at the website of the Luxembourg Stock Exchange at
http://www.bourse.lu after the date of this Listing Memorandum.
The information incorporated by reference is considered to be part of this Listing Memorandum.
You may read and copy the documents incorporated by reference 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, these documents are available to the public over the Internet at the SEC's
website at http://www.sec.gov under the name "Mexican Petroleum."
You may request a copy of any document that is incorporated by reference in this Listing
Memorandum, 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.
You may also obtain copies of these documents free of charge at the offices of the Luxembourg
listing agent, KBL European Private Bankers S.A. and at the office of Deutsche Bank Luxembourg S.A.
(in such capacity the "Paying Agent" and the "Transfer Agent") in Luxembourg.
CURRENCY OF PRESENTATION
References in this Listing Memorandum to "U.S. dollars," "U.S. $," "dollars" or "$" are to the
lawful currency of the United States. References in this Listing Memorandum to "pesos" or "Ps." are to
the lawful currency of Mexico. We use the term "billion" in this Listing Memorandum to mean one
thousand million.

2

This Listing Memorandum 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 and Public Credit, or the
SHCP) instructed us to use on June 30, 2014.
On August 22, 2014, the noon buying rate for cable transfers in New York reported by the
Federal Reserve Bank was Ps. 13.1375 = U.S. $1.00.
PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of Petróleos Mexicanos, subsidiary entities and
subsidiary companies as of December 31, 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 Listing
Memorandum. 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 Listing Memorandum 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

SUMMARY
The following summary highlights selected information from this Listing Memorandum and may
not contain all of the information that is important to you. We encourage you to read this Listing
Memorandum in its entirety.
The Issuer
Securities Listed
Petróleos Mexicanos is a decentralized
U.S. $27,280,000 aggregate
public entity of the Mexican Government. The
principal amount of 4.875%
Federal Congress of Mexico (the "Mexican
Notes due 2015.
Congress") established Petróleos Mexicanos on
June
7, 1938 in conjunction with the
U.S. $999,590,000 aggregate
nationalization of the foreign oil companies then
principal amount of 3.500%
operating in Mexico. Its operations are carried
Notes due 2018.
out through four principal subsidiary entities,
which are Pemex-Exploración y Producción
U.S. $498,570,000 aggregate
(Pemex-Exploration and Production), Pemex-
principal amount of Floating
Refinación (Pemex-Refining), Pemex-Gas y
Rate Notes due 2018.
Petroquímica Básica (Pemex-Gas and Basic
Petrochemicals) and Pemex-Petroquímica
U.S. $ 4,562,000 aggregate
(Pemex-Petrochemicals). Petróleos Mexicanos
principal amount of 6.00%
and each of the subsidiary entities are
Notes due 2020.
decentralized public entities of Mexico and legal
entities empowered to own property and carry
U.S. $6,073,000 aggregate
on business in their own names. In addition, a
principal amount of 4.875%
number of subsidiary companies are
Notes due 2022.
incorporated into the consolidated financial
statements. We refer to Petróleos Mexicanos,
U.S. $2,099,730,000 aggregate
the subsidiary entities and these subsidiary
principal amount of 3.500%
companies as "PEMEX," and together they
Notes due 2023.
comprise Mexico's state oil and gas company.
U.S. $999,900,000 aggregate
Description of the Securities
principal amount of 4.875%
Notes due 2024.
Issuer
U.S. $1,205,000 aggregate
Petróleos Mexicanos.
principal amount of 6.625%
Bonds due 2035
Guarantors
U.S. $501,150,000 aggregate
Pemex-Exploration and Production,
principal amount of 6.500%
Pemex-Refining and Pemex-Gas and Basic
Bonds due 2041.
Petrochemicals will jointly and severally
unconditionally guarantee the payment of
U.S. $996,645,000 aggregate
principal and interest on the securities.
principal amount of 5.50%
Bonds due 2044.
The issuer issued U.S.
$1,150,000
principal amount of the 2041 new securities and
U.S. $1,645,000 principal amount of the 2044
4

new securities on August 26, 2013, upon the
and the SEC-registered Exchange Offers, the
consummation of its offers to exchange (the
"Exchange Offers") up to U.S. $37,562,000 of
"2013 3(a)(9) Exchange Offers") up to
its 4.875% Notes due 2015 (ISIN Nos.
U.S. $1,150,000 of its 6.500% Bonds due 2041
US71656LAB71 (Rule 144A) and
(ISIN No. US71656MAK53 (Regulation S)) and
US71656MAB54 (Regulation S)), up to U.S.
up to U.S. $1,645,000 of its 5.50% Bonds due
$8,370,000 of its 3.500% Notes due 2018 (ISIN
2044 (ISIN No. US71656MAM10 (Regulation
Nos. US71656LAS07 (Rule 144A) and
S)). The issuer issued an additional
US71656MAS89 (Regulation S)), up to U.S.
U.S. $493,829,000 principal amount of 2041
$9,198,000 of its 6.00% Notes due 2020 (ISIN
new securities, an additional U.S. $994,650,000
Nos. US71656LAC54 (Rule 144A) and
principal amount of 2044 new securities, U.S.
US71656MAC38 (Regulation S)), up to
$991,630,000 principal amount of the 2018
U.S. $9,018,000 of its 4.875% Notes due 2022
fixed rate new securities, U.S. $2,089,805,000
(ISIN Nos. US71656LAL53 (Rule 144A) and
principal amount of the 2023 new securities,
US71656MAL37 (Regulation S)), up to U.S.
U.S. $999,860,000 principal amount of the 2024
$10,195,000 of its 3.500% Notes due 2023
new securities and all of the 2018 floating rate
(ISIN No. US71656MAP41 (Regulation S)), up
new securities, on August 30, 2013, upon the
to U.S. $140,000 of its 4.875% Notes due 2024
consummation of its offers to exchange (the
(ISIN No. US71656MAQ24 (Regulation S)), up
"SEC-registered Exchange Offers") up to
to U.S. $1,205,000 of its 6.625% Guaranteed
U.S. $1,000,000,000 of its 3.500% Notes due
Bonds due 2035 (ISIN Nos. US70645JBE10
2018 (ISIN Nos. US71656LAS07 (Rule 144A)
(Rule 144A) and US70645KAQ22 (Regulation
and US71656MAS89 (Regulation S)), up to
S)), up to U.S. $6,171,000 of its 6.500% Bonds
U.S. $500,000,000 of its Floating Rate Notes
due 2041 (ISIN No. US71656LAV36 (Rule
due 2018 (ISIN Nos. US71656LAT89 (Rule
144A)) and up to U.S. $5,350,000 of its 5.50%
144A) and US71656MAT62 (Regulation S)), up
Bonds due 2044 (ISIN Nos. US71656LAN10
to U.S. $2,100,000,000 of its 3.500% Notes due
(Rule 144A) and US71656MAN92 (Regulation
2023 (ISIN Nos. US71656LAP67 (Rule 144A)
S)). We refer to the outstanding 4.875% Notes
and US71656MAP41 (Regulation S)), up to
due 2015, 3.500% Notes due 2018, Floating
U.S. $1,000,000,000 of its 4.875% Notes due
Rate Notes due 2018, 6.00% Notes due 2020,
2024 (ISIN Nos. US71656LAQ41 (Rule 144A)
4.875% Notes due 2022, 3.500% Notes due
and US71656MAQ24 (Regulation S)), up to
2023, 4.875% Notes due 2024, 6.500% Bonds
U.S. $500,000,000 of its 6.500% Bonds due
due 2041 and 5.50% Bonds due 2044 that we
2041 (ISIN Nos. US71656LAV36 (Rule 144A)
offered to exchange in the Exchange Offers as
and US71656MAU36 (Regulation S)) and up to
the "2015 old securities", the "2018 fixed rate
U.S. $1,000,000,000 of its 5.50% Bonds due
old securities," the "2018 floating rate old
2044 (ISIN Nos. US71656LAN10 (Rule 144A)
securities," the "2020 old securities", the "2022
and US71656MAN92 (Regulation S)). The
old securities", the "2023 old securities," the
issuer issued an additional U.S. $7,960,000
"2024 old securities," the "2035 old securities",
principal amount of 2018 fixed rate new
the "2041 old securities" and the "2044 old
securities, an additional U.S. $9,925,000
securities," respectively, and together as the "old
principal amount of 2023 new securities, an
securities." The form and terms of each series
additional U.S. $40,000 principal amount of
of securities are the same as the form and terms
2024 new securities, an additional
of the corresponding series of old securities
U.S. $6,171,000 principal amount of 2041 new
already listed on the Euro MTF Market, except
securities, an additional U.S. $350,000 principal
that:
amount of 2044 new securities and all of the
2015 new securities, the 2020 new securities, the
the securities described in this
2022 new securities and the 2035 new securities
Listing Memorandum will not
upon the consummation of its offers to exchange
bear legends restricting their
(the "2014 3(a)(9) Exchange Offers and,
transfer;
together with the 2013 3(a)(9) Exchange Offers,

5

holders of the securities
Interest Payment Dates
described in this Listing
Memorandum will not be
For the 2015 new securities,
entitled to some of the benefits
March 15 and September 15 of
of the exchange and registration
each year.
rights agreements that we
entered into when we issued the
For the 2018 fixed rate new
old securities; and
securities, January 18 and July
18 of each year.
we did not issue the securities
under our medium-term note
For the 2018 floating rate new
program.
securities, January 18, April 18,
July 18 and October 18 of each
The securities described in this Listing
year.
Memorandum evidence the same debt as the old
securities.
For the 2020 new securities,
March 5 and September 5 of
Maturity Dates
each year.
The securities will be redeemed at par
For the 2022 new securities,
on their respective maturity dates.
January 24 and July 24 of each

year.
2015 new securities mature on
March 15, 2015.
For the 2023 new securities,
January 30 and July 30 of each
2018 fixed rate new securities
year.
mature on July 18, 2018.
For the 2024 new securities,
2018 floating rate new securities
January 18 and July 18 of each
mature on July 18, 2018.
year.
2020 new securities mature on
For the 2035 new securities,
March 5, 2020.
June 15 and December 15 of
each year.
2022 new securities mature on
January 24, 2022.
For the 2041 new securities,
June 2 and December 2 of each
2023 new securities mature on
year.
January 30, 2023.
For the 2044 new securities,
2024 new securities mature on
June 27 and December 27 of
January 18, 2024.
each year.
2035 new securities mature on
Consolidation with Other Securities
June 15, 2035.
The U.S. $27,280,000 principal amount
2041 new securities mature on
of 2015 new securities that we issued on March
June 2, 2041.
13, 2014 upon the consummation of our 2014
3(a)(9) Exchange Offers have been consolidated
2044 new securities mature on
to form a single series with, and are fully
June 27, 2044.
fungible with, the U.S. $1,462,438,000 principal

6