Obligation Pemex 6.375% ( US71656MAY57 ) en USD

Pemex

88 % ⇌

Mexique

US71656MAY57 ( en USD )

6.375% par an ( paiement semestriel )

23/01/2045

Prospectus brochure de l'obligation Pemex US71656MAY57 en USD 6.375%, échéance 23/01/2045

71656MAY5

BBB ( Qualité moyenne inférieure )

B3 ( Très spéculatif )

23/07/2025 ( Dans 88 jours )

Petróleos Mexicanos (PEMEX) est une entreprise publique mexicaine, l'une des plus grandes compagnies pétrolières et gazières au monde, jouant un rôle crucial dans l'économie du Mexique.

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71656MAY57, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/01/2045

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71656MAY57, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71656MAY57, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

U.S. $42,000,000,000
Petróleos Mexicanos
Medium-Term Notes, Series C, Due 1 Year or More from Date of Issue
jointly and severally guaranteed by
Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica

Petróleos Mexicanos (the "Issuer"), a decentralized public entity 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. $42,000,000,000 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-Refinación and Pemex-Gas y Petroquímica
Básica (each a "Guarantor" and, collectively, the "Guarantors"), each of which is a decentralized public entity 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 in offshore transactions 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 of America (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 the Luxembourg Law on Prospectuses for Securities dated July 10, 2005, as amended. This program
is valid for a period of 1 year from the date of this Offering Circular.
See "Risk Factors" on page 10 and "Currency Risks and Risks Associated with Indexed Notes" on page 49 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 National Securities Registry maintained by the Mexican National Banking and
Securities Commission ("CNBV"), and therefore may not be offered or sold publicly in Mexico. The Notes may be offered and sold to qualified
and institutional investors in Mexico, pursuant to the private placement exemption set forth under Article 8 of the Mexican Securities Market Law.
As required under the Mexican Securities Market Law, the Issuer will give notice to the CNBV of the offering of the Notes. Such notice will be
submitted to the CNBV to comply with the Mexican Securities Market Law, and for informational purposes only. The delivery to, and receipt by,
the CNBV of such notice does not certify the solvency of the Issuer or the Guarantors, the investment quality of the Notes, or that the
information contained in this Offering Circular or any Final Terms is accurate or complete. 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
Credit Suisse

HSBC

Santander

This Offering Circular is dated January 31, 2014. 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 January 31, 2015.

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 four subsidiary entities--Pemex-Exploración y Producción (Pemex-
Exploration and Production), Pemex-Refinación (Pemex-Refining), Pemex-Gas y Petroquímica Básica
(Pemex-Gas and Basic Petrochemicals) and Pemex-Petroquímica (Pemex-Petrochemicals) (each a
"Subsidiary Entity" and, collectively, the "Subsidiary Entities")--comprise Mexico's state oil and gas
company. Each is a decentralized public entity of the Mexican Government and 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 Petróleos Mexicanos, México, D.F. 11311, Mexico. PEMEX's
telephone number is (52-55) 1944-2500.
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,
(i i) 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 shal ,
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 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 REGISTRO
NACIONAL DE VALORES MAINTAINED BY THE CNBV AND, CONSEQUENTLY, MAY NOT BE
OFFERED OR SOLD PUBLICLY IN MEXICO. FURTHERMORE, THE NOTES MAY NOT BE OFFERED
OR SOLD IN MEXICO, EXCEPT THROUGH A PRIVATE OFFERING UNDER THE SECURITIES
MARKET LAW. ANY MEXICAN INVESTOR WHO ACQUIRES THESE NOTES FROM TIME TO TIME
MUST RELY ON ITS OWN EXAMINATION OF THE ISSUER AND GUARANTORS.
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 ISSUE OF ANY SERIES OF NOTES, THE AGENT (IF ANY)
DISCLOSED AS THE STABILIZING MANAGER IN THE APPLICABLE FINAL TERMS, OR ANY
PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER, MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF SUCH NOTES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT THE STABILIZING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE
STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF
THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE DISCONTINUED
AT ANY TIME. STABILIZATION ACTIVITIES IN THE UNITED KINGDOM, IF ANY, MUST BE
BROUGHT TO AN END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF
THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING
MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
FOR NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION
IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT, ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

i i

TABLE OF CONTENTS
Page
Available Information ................................................................................................................................................... 1
Documents Incorporated by Reference ....................................................................................................................... 1
Notice to Investors ...................................................................................................................................................... 1
Currency of Presentation ............................................................................................................................................ 2
Presentation of Financial Information .......................................................................................................................... 3
Forward-Looking Statements ...................................................................................................................................... 4
Recent Developments ................................................................................................................................................. 5
Summary of the Offering ............................................................................................................................................. 6
Risk Factors .............................................................................................................................................................. 10
Use of Proceeds ........................................................................................................................................................ 16
Selected Financial Data ............................................................................................................................................ 17
Capitalization............................................................................................................................................................. 18
The Guarantors ......................................................................................................................................................... 19
Description of Notes .................................................................................................................................................. 22
Limitations on Issuance of Bearer Notes ................................................................................................................... 48
Important Currency Information................................................................................................................................. 48
Currency Risks and Risks Associated with Indexed Notes ....................................................................................... 49
Clearing and Settlement ............................................................................................................................................ 52
Taxation .................................................................................................................................................................... 57
Offering and Sale ...................................................................................................................................................... 66
Notice to Canadian Residents ................................................................................................................................... 74
Validity of the Notes .................................................................................................................................................. 76
Public Official Documents and Statements ............................................................................................................... 76
General Information .................................................................................................................................................. 77
Form of Final Terms ................................................................................................................................................. A-1

iv

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). These reports, including the attached exhibits, and any reports or other information filed by
the Issuer with the SEC are available at the SEC's public reference room in Washington, D.C. Copies of
these SEC filings may also be obtained at prescribed rates from the Public Reference Section of the SEC
at Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information regarding the operation of the public reference rooms. In addition, 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 wil 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.

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
http://www.bourse.lu:
the Issuer's annual report on Form 20-F for the year ended December 31, 2012, filed with the
SEC on Form 20-F on April 30, 2013 (the "Form 20-F");
the Issuer's report relating to certain recent developments and PEMEX's condensed consolidated
results for the nine months ended September 30, 2013, furnished to the SEC on Form 6-K on
November 19, 2013 (the "Interim Results Form 6-K"), and the Issuer's reports relating to certain
other recent developments, furnished to the SEC on Form 6-K on November 15, 2013 and
January 14, 2014 (respectively, the "November Form 6-K" and the "January 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 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 wil 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, wil be available free of charge at the office of
Deutsche Bank Luxembourg S.A. (in such capacity the "Paying Agent" and the "Transfer Agent") in
Luxembourg. Such documents wil 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 fol owing 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) in an offshore 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 al other applicable securities laws;
(c)
Such Notes wil 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
1

MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT
OF A "QUALIFIED INSTITUTIONAL BUYER," (3) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES 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 wil 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 wil 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 wil constitute "restricted securities" within the
meaning of Rule 144(a)(3) and any sale pursuant to Rule 144 wil be subject to the requirements of that
rule, including the holding period requirements.

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 "bil ion" as used in this Offering Circular means one thousand mil ion.
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. dol ar amounts or could be converted into U.S.
dollars at the rate indicated. Unless otherwise indicated, the U.S. dol ar amounts have been translated
from pesos at an exchange rate of Ps. 13.0119 = 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 September 30, 2013. On January 24, 2014, the noon buying rate for cable transfers in New
York reported by the Board of Governors of the Federal Reserve System was Ps. 13.4560 = U.S. $1.00.

2

PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of PEMEX as of December 31, 2011 and 2012, and
January 1, 2011, and for the years ended December 31, 2011 and 2012, are included in Item 18 of the
Form 20-F incorporated by reference in this Offering Circular. These consolidated financial statements
are referred to herein as the "2012 Financial Statements." The 2012 Financial Statements were prepared
in accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board, which is referred to in this Offering Circular as IFRS.
Beginning with the fiscal year starting January 1, 2012, Mexican companies with securities registered
at the CNBV are required to prepare financial statements in accordance with IFRS. In addition, these
financial statements must be audited in accordance with the International Standards on Auditing, as
required by the CNBV, and in accordance with the standards of the Public Company Accounting Oversight
Board (PCAOB) (United States) for purposes of filing with the SEC.
PEMEX's consolidated financial statements as of December 31, 2011 and 2012, and January 1, 2011,
and for the years ended December 31, 2011 and 2012 were prepared in accordance with IFRS.
PEMEX's date of transition to IFRS was January 1, 2011. The 2012 Financial Statements are PEMEX's
first annual consolidated financial statements prepared in accordance with IFRS. As a result, PEMEX
applied IFRS 1, "First-time Adoption of International Financial Reporting Standards," (IFRS 1) in its
preparation of the 2012 Financial Statements. In addition, Notes 2(a) and 23 to the 2012 Financial
Statements describe the valuation, presentation and disclosure effects of adopting IFRS and
reconciliations relating to the effects of transitioning from Normas de Información Financiera Mexicanas
(Mexican Financial Reporting Standards, or "Mexican FRS") to IFRS. Reconciliations reflecting the
effects of adopting IFRS were prepared as of January 1, 2011 and December 31, 2011 with respect to the
statement of financial position and for the year ended December 31, 2011 with respect to the statement of
comprehensive income. The selected financial information for 2011 included in the Form 20-F, and
incorporated by reference herein, differs from the information included in the consolidated financial
statements as of December 31, 2011 and 2010, and for the periods then ended (the "2011 Financial
Statements"), because the information for 2011 contained in the 2012 Financial Statements were
presented in accordance with IFRS for comparative purposes, whereas the information for 2011
contained in the 2011 Financial Statements were presented in accordance with Mexican FRS.
Also incorporated by reference in this Offering Circular are the unaudited condensed consolidated
interim financial statements of PEMEX as of September 30, 2013 and for the three-month and nine-month
periods ended September 30, 2012 and 2013 (the "September Interim Financial Statements"), which were
prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting."

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FORWARD-LOOKING STATEMENTS
This Offering Circular contains words, such as "believe," "expect," "anticipate" and similar expressions
that identify forward-looking statements, which reflect PEMEX's views about future events and financial
performance. PEMEX has made forward-looking statements that address, among other things, its:
drilling and other exploration activities;
import and export activities;
projected and targeted capital expenditures and other costs, commitments and revenues; and
liquidity.
Actual results could differ materially from those projected in such forward-looking statements as a
result of various factors that may be beyond PEMEX's control. These factors include, but are not limited
to:
changes in international crude oil and natural gas prices;
effects on PEMEX from competition;
limitations on PEMEX's access to sources of financing on competitive terms;
significant developments in the global economy;
significant economic or political developments in Mexico;
developments affecting the energy sector; and
changes in the legal regime applicable to PEMEX or changes in PEMEX's regulatory
environment, including tax and environmental regulations.
Accordingly, undue reliance should not be placed on these forward-looking statements. In any event,
these statements speak only as of their dates, and PEMEX undertakes no obligation to update or revise
any of them, whether as a result of new information, future events or otherwise.
For a discussion of important factors that could cause actual results to differ materially from those
contained in any forward-looking statement, see "Item 3--Key Information--Risk Factors" in the Form
20-F and "Risk Factors" on page 10.

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RECENT DEVELOPMENTS
The fol owing information supplements, and to the extent inconsistent therewith supersedes, the
information contained in the documents incorporated by reference in this Offering Circular.
Recent Securities Offerings and Other Financing Activities
On January 23, 2014, Petróleos Mexicanos issued U.S. $4,000,000,000 of its debt securities
under Petróleos Mexicanos' U.S. $32,000,000,000 Medium-Term Notes Program, Series C in three
tranches: (1) U.S. $500,000,000 of its 3.125% Notes due 2019; (2) U.S. $500,000,000 of its 4.875%
Notes due 2024, which was a reopening of its 4.875% Notes due 2024 originally issued on July 18, 2013;
and (3) U.S. $3,000,000,000 of its 6.375% Bonds due 2045. All debt securities issued under this program
are guaranteed by Pemex-Exploration and Production, Pemex-Refining and Pemex-Gas and Basic
Petrochemicals.
On January 30, 2014, Petróleos Mexicanos issued Ps. 7,500,000,000 aggregate principal amount
of Certificados Bursátiles due 2024 at a fixed rate of 7.19%, consisting of (1) an international offering
outside of Mexico of Ps. 2,616,050,000 of Certificados Bursátiles in the form of global depositary notes
("GDNs"), and (2) a concurrent offering to the public in Mexico of Ps. 4,883,950,000 of Certificados
Bursátiles not represented by GDNs. The issuance represented a second reopening of the same series
of Certificados Bursátiles due 2024 originally issued on September 26, 2013 and reopened on
December 11, 2013. Concurrently, Petróleos Mexicanos issued, in the Mexican market,
Ps. 5,000,000,000 aggregate principal amount of Certificados Bursátiles in two tranches: one at a
floating rate for Ps. 2,000,000,000 due 2019, which was a reopening of the same series of Certificados
Bursátiles due 2019 originally issued on September 19, 2013 and reopened on December 11, 2013; and
the second at a fixed rate of 3.94% for Unidades de Inversión ("UDIs") equivalent to Ps. 2,999,999,997.62
due 2026. These certificados bursátiles were issued under Petróleos Mexicanos' Ps. 300,000,000,000 or
UDI equivalent Certificados Bursátiles Dual Program. Al debt securities issued under this program are
guaranteed by Pemex-Exploration and Production, Pemex-Refining and Pemex-Gas and Basic
Petrochemicals.
During the period from January 14, 2014 to January 22, 2014, P.M.I. Holdings, B.V. obtained and
repaid U.S. $130,000,000 from its revolving credit line.
Business Overview
Acquisition of Fertilizer Production Facility
On January 16, 2014, P.M.I. Norteamérica, S.A. de C.V. ("PMI NASA"), a subsidiary of Petróleos
Mexicanos, signed an agreement through one of its subsidiaries to purchase the existing assets of Agro
Nitrogenados, S.A. de C.V., a subsidiary of Minera del Norte, S.A. de C.V., including a closed fertilizer
production facility located in Pajaritos, Veracruz, Mexico, for the purchase price of U.S. $275,000,000.
PMI NASA expects to renovate and, through a subsidiary, subsequently operate the production facility,
which is expected to begin production in 2015 and to have an annual production capacity of up to
990,000 tons of urea.
Directors, Senior Management and Employees
Organizational Structure
On January 17, 2014, the Board of Directors of Petróleos Mexicanos approved the creation of a
new department within the organizational structure of Petróleos Mexicanos--the Dirección Corporativa de
Procura y Abastecimiento (Corporate Direction of Procurement and Supply)--and appointed Mr. Arturo
Henríquez Autrey as director of this department. The department was established to centralize
purchases
related
to
goods,
services
and
operating
and
public
works
leases.

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