Obligation Pemex 5.35% ( USP78625DD22 ) en USD

Pemex

88.675 % ▼

Mexique

USP78625DD22 ( en USD )

5.35% par an ( paiement semestriel )

11/02/2028

Prospectus brochure de l'obligation Pemex USP78625DD22 en USD 5.35%, échéance 11/02/2028

P78625DD2

BBB ( Qualité moyenne inférieure )

12/08/2025 ( Dans 108 jours )

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

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN USP78625DD22, paye un coupon de 5.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/02/2028
L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN USP78625DD22, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

LISTING FINAL TERMS NO. 7
(To Offering Circular dated April 17, 2018)

Petróleos Mexicanos
(A Productive State-Owned Company of the Federal Government of the United Mexican States)
U.S. $2,500,000,000 5.350% Notes due 2028
Issued Under U.S. $92,000,000,000 Medium-Term Notes Program, Series C
jointly and severally guaranteed by
Pemex Exploración y Producción, Pemex Transformación Industrial, Pemex Perforación y Servicios,
Pemex Logística and Pemex Cogeneración y Servicios

The payment of principal of and interest on the 5.350% Notes due 2028 (the "Notes") will be unconditionally and irrevocably guaranteed jointly and severally by Pemex
Exploración y Producción, Pemex Transformación Industrial, Pemex Perforación y Servicios, Pemex Logística and Pemex Cogeneración y Servicios (each a "Guarantor" and,
collectively, the "Guarantors"), each of which is a productive state-owned company of the Federal Government (the "Mexican Government") of the United Mexican States
("Mexico"). The payment obligations of the Issuer (as defined below) under the Notes, and the payment obligations of the Guarantors under their respective guaranties of the Notes,
will at all times rank equally with each other and with all other present and future unsecured and unsubordinated public external indebtedness of the Issuer or such Guarantor. Neither
the Notes nor the obligations of the Guarantors constitute obligations of, or are guaranteed by, the Mexican Government or Mexico.
Petróleos Mexicanos (the "Issuer" and, together with the Guarantors and their consolidated subsidiaries, "PEMEX"), a productive state-owned company of the Mexican
Government, will pay interest on the Notes on February 12 and August 12 of each year, commencing on August 12, 2018. Unless previously redeemed or purchased and cancelled, the
Notes will mature at their principal amount on February 12, 2028. The Notes are subject to redemption in whole, at par, at the option of the Issuer, at any time, in the event of certain
changes affecting Mexican taxes as described under "Description of Notes--Redemption--Tax Redemption" in the accompanying Offering Circular dated February 9, 2017 (the
"Offering Circular"). In addition, the Issuer may redeem the Notes in whole or in part, at any time, by paying the principal amount of the Notes plus a "make-whole" amount plus
accrued interest. See "Description of Notes--Redemption at the option of the Issuer (other than tax redemption)" in this Listing Final Terms. The Issuer has applied to list the Notes
on the Luxembourg Stock Exchange and to have the Notes trade on the Euro MTF Market of the Luxembourg Stock Exchange. Solely for purposes of listing the Notes on the
Luxembourg Stock Exchange and of having the Notes trade on the Euro MTF market of the Luxembourg Stock Exchange, the Issuer refers you to the offering circular dated April 17,
2018.
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 the Offering Circular, in certain circumstances, the Issuer may amend the payment and certain other provisions of the
Notes with the consent of the holders of 75% of the aggregate principal amount of the Notes.
The Issuer has agreed to file an exchange offer registration statement or, under specified circumstances, a shelf registration statement, pursuant to an exchange and registration
rights agreement with respect to its offer to exchange (the "Exchange Offer") the Notes for Exchange Notes (as defined below). If the Issuer fails to comply with specified obligations
under the exchange and registration rights agreement, it will pay additional interest to the holders of the Notes.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 12 of the Offering Circular, as supplemented by the "Supplemental Risk Factor" set forth
on page S-13 of this Listing Final Terms.
______________
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities la ws and are being 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) outside the United States
of America (the "United States") in accordance with Regulation S ("Regulation S") under the Securities Act. For a description of certain restrictions on resale and transfer
of the Notes, see "Plan of Distribution" in this Listing Final Terms and "Notice to Investors" and "Offering and Sale" in the Offering Circular.
The Notes have not been and will not be registered with the National Securities Registry maintained by the Comisión Nacional Bancaria y de Valores (National Banking
and Securities Commission of Mexico, or the "CNBV") and therefore may not be offered or sold publicly in Mexico. The Notes may be offered and sold in Mexico to
investors that qualify as qualified or institutional investors under Mexican law, pursuant to the private placement exemption set forth under Article 8 of the Ley del Mercado
de Valores (Securities Market Law). As required under the Securities Market Law, the Issuer will give notice to the CNBV of the offering of the Notes under the terms set
forth herein 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 the Offering Circular and this Listing Final Terms is accurate or complete. The Issuer and the
Guarantors have prepared the Offering Circular and this Listing Final Terms and are solely responsible for their content, and the CNBV has not reviewed or authorized
such content.
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS
DIRECTIVE (AS DEFINED BELOW) MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE).
______________
Issue Price of the Notes: 100.000% plus accrued interest, if any, from and including February 12, 2018, the expected delivery date.
____________

The Managers expect to deliver the Notes on or about February 12, 2018.

Joint Lead Managers and Joint Bookrunners

BNP PARIBAS
BofA Merrill Lynch
Citigroup
SMBC Nikko

April 17, 2018

This Listing Final Terms is supplemental to the Offering Circular. This document should be read in
conjunction with the Offering Circular and all information incorporated therein by reference. Information
contained in this Listing Final Terms updates and/or revises comparable information contained in the
Offering Circular. Terms defined in the Offering Circular have the same meaning when used in this Listing
Final Terms.
The Issuer and the Guarantors are responsible for the information contained and incorporated by
reference in this Listing Final Terms and the Offering Circular. None of the Issuer or the Guarantors has
authorized anyone to provide you with any other information, nor takes any responsibility for any other
information that others may provide to you. None of the Issuer, the Guarantors or the Managers (as defined
below in "Plan of Distribution") is making an offer of these Notes in any jurisdiction where the offer is not
permitted. You should not assume that the information contained in this Listing Final Terms and the
Offering Circular is accurate as of any date other than the dates on the front of this Listing Final Terms and
the Offering Circular.
_______________________

TABLE OF CONTENTS

Listing Final Terms No. 7
Page
Description of Notes ...........................................................................................................................S-6
Exchange Offer; Registration Rights ................................................................................................. S-11
Supplemental Risk Factors ................................................................................................................ S-13
Recent Developments ........................................................................................................................ S-14
Plan of Distribution ........................................................................................................................... S-15
Taxation ............................................................................................................................................ S-21
Validity of the Notes ......................................................................................................................... S-22
General Information .......................................................................................................................... S-23

_______________________
This Listing Final Terms and the Offering Circular have been prepared by the Issuer solely for use
in connection with the proposed offering of the Notes.

S-3

The Managers make no representation or warranty, express or implied, as to the accuracy or the
completeness of the information contained in this Listing Final Terms and the Offering Circular. Nothing in
this Listing Final Terms or the Offering Circular is, or shall be relied upon as, a promise or representation by
the Managers as to the past or future. The Issuer has furnished the information contained in this Listing
Final Terms and in the Offering Circular.
Neither the United States Securities and Exchange Commission (the "Commission"), any state
securities commission, nor any other U.S. regulatory authority, has approved or disapproved the Notes nor
have any of the foregoing authorities passed upon or endorsed the merits of this Listing Final Terms or the
Offering Circular. Any representation to the contrary is a criminal offense.
No representation or warranty is made or implied by the Managers or any of their respective
affiliates, and neither the Managers nor any of their respective affiliates make any representation or
warranty, or accept any responsibility, as to the accuracy or completeness of the information contained in the
Offering Circular, as supplemented by this Listing Final Terms. Neither the delivery of the Offering Circular
nor this Listing Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create
any implication that the information contained in the Offering Circular, as supplemented by this Listing
Final Terms, is true subsequent to the date hereof or that there has been no adverse change in the financial
situation of the Issuer or the Guarantors since the date hereof or that any other information supplied in
connection with the U.S. $92,000,000,000 Medium-Term Notes Program, Series C, is correct at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing
the same.
In making an investment decision, prospective investors must rely on their own examination of the
Issuer, the Guarantors and the terms of the offering, including the merits and risks involved. Prospective
investors should not construe anything in this Listing Final Terms or the Offering Circular as legal, business
or tax advice. Each prospective investor should consult its own advisors as needed to make its investment
decision and to determine whether it is legally permitted to purchase the Notes under applicable legal
investment or similar laws or regulations. Investors should be aware that they may be required to bear the
financial risks of this investment for an indefinite period of time.
This Listing Final Terms and the Offering Circular contain summaries believed to be accurate with
respect to certain documents, but reference is made to the actual documents for complete information. All
such summaries are qualified in their entirety by such references. Copies of documents referred to herein
will be made available to prospective investors upon request to the Issuer or the Managers.
Neither this Listing Final Terms nor the Offering Circular constitutes 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 Listing Final Terms and the Offering Circular and the offering of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Listing Final Terms and the Offering Circular
come are required by the Issuer, the Guarantors and the Managers 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 Listing Final Terms and the Offering Circular, see "Plan of Distribution" in this
Listing Final Terms and "Offering and Sale" in the Offering Circular.
All references in this Listing Final Terms to "U.S. dollars," "USD" or "U.S. $" are to the lawful
currency of the United States and all references to "pesos" or "Ps." are to the lawful currency of Mexico.
In connection with the issue of the Notes, Citigroup Global Markets Inc. (the "Stabilizing Manager")
(or any person acting on behalf of the Stabilizing Manager) may over-allot Notes or effect transactions with a
view to supporting the market price of the 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 final terms of the offer of the Notes is made and, if begun,
may be discontinued 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 allotment of the relevant Notes,
whichever is the earlier. 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.

S-4

_______________________
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Listing Final Terms has been prepared on the basis that any offer of Notes in any Member State
of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from
the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to
make an offer in that Member State of Notes which are the subject of the offering contemplated in this
Listing Final Terms may only do so in circumstances in which no obligation arises for the Issuer, the
Guarantors or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive,
in relation to such offer. Neither the Issuer, the Guarantors, nor the Managers have authorized, nor do they
authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer, the
Guarantors or the Managers to publish a prospectus for such offer. The expression "Prospectus Directive"
means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in the Member
State.
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. For these
purposes, 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, "MiFID II"); or (ii) a customer within the meaning of
Directive 2002/92/EC (as amended, the "Insurance Mediation 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 the Prospectus Directive. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the European Economic Area has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the
European Economic Area may be unlawful under the PRIIPs Regulation.
_______________________
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This document is for distribution only to 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 "Financial Promotion Order"), (ii) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial
Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any notes may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant
persons"). This document is directed only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which this document relates is
available only to relevant persons and will be engaged in only with relevant persons.
S-5

DESCRIPTION OF NOTES
The following items under this heading "Description of Notes" are the particular terms which relate to the
Notes that are the subject of this Listing Final Terms.
1.
Series No.:
7
2.
Principal Amount:
U.S. $2,500,000,000

3.
Issue Price:
100.000%, plus accrued interest, if any, from and including
February 12, 2018, the expected delivery date

4.
Issue Date:
February 12, 2018
5.
Form of Notes:
Registered Notes
The Notes are to be issued pursuant to the indenture dated
January 27, 2009 (the "Indenture") between the Issuer and
Deutsche Bank Trust Company Americas (the "Trustee"), as
amended and 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
and authenticating agent, (ii) the second supplemental indenture
dated as of October 13, 2009 among the Issuer, the Trustee,
Credit Suisse AG, as principal Swiss paying and authenticating
agent, and BNP Paribas (Suisse) SA, as an additional 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 and authenticating agent, (iv) the
fourth supplemental indenture dated as of June 24, 2014 between
the Issuer and the Trustee, (v) the fifth supplemental indenture
dated as of October 15, 2014 between the Issuer and the Trustee,
(vi) the sixth supplemental indenture dated as of December 8,
2015 among the Issuer, the Trustee, BNP Paribas (Suisse) SA, as
principal Swiss paying and authenticating agent, and Credit
Suisse AG, as an additional Swiss paying agent, and (vii) the
seventh supplemental indenture dated as of June 14, 2016, among
the Issuer, the Trustee, Credit Suisse AG, as principal Swiss
paying and authenticating agent, and UBS AG, as an additional
Swiss paying agent. See "Description of Notes."
6.
Authorized Denomination(s):
U.S. $10,000 and integral multiples of U.S. $1,000 in excess
thereof
7.
Specified Currency:
U.S. dollars
8.
Stated Maturity Date:
February 12, 2028
9.
Interest Basis:
Fixed Rate Notes
10.
Interest Commencement Date (if

different from the Issue Date):
N/A
11.
Fixed Rate Notes:

(a)
Interest Rate:
5.350% per annum, payable semi-annually in arrears
S-6

(b)
Interest Payment Date(s):
February 12 and August 12 of each year, commencing on
August 12, 2018

(c)
Fixed Rate Day Count

Fraction:
30/360
12.
Discount Notes:
No
13.
Redemption at the Option of the Issuer
(Other than Tax Redemption):
The Issuer will have the right at its option to redeem the Notes, in
whole or in part, at any time or from time to time prior to their
maturity, at a redemption price equal to the principal amount
thereof, plus the Make-Whole Amount (as defined below), plus
accrued interest, if any, on the principal amount of the Notes to
be redeemed to the date of redemption. "Make-Whole Amount"
means the excess of (i) the sum of the present values of each
remaining scheduled payment of principal and interest on the
Notes to be redeemed (exclusive of interest accrued to the date of
redemption), discounted to the redemption date on a semi-annual
basis (assuming a 360 day year consisting of twelve 30 day
months) at the applicable Treasury Rate plus 40 basis points over
(ii) the principal amount of such Notes.

"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to
maturity or interpolated maturity of the Comparable Treasury
Issue (as defined below), assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price (as defined below) for
such redemption date.

"Comparable Treasury Issue" means the United States Treasury
security or securities selected by an Independent Investment
Banker (as defined below) as having an actual or interpolated
maturity comparable to the remaining term of the Notes that
would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate
debt securities of a comparable maturity to the remaining term of
the Notes.

"Independent Investment Banker" means one of the Reference
Treasury Dealers (as defined below) appointed by the Issuer.

"Comparable Treasury Price" means, with respect to any
redemption date, the average of the Reference Treasury Dealer
Quotations (as defined below) for such redemption date.

"Reference Treasury Dealer" means each of BNP Paribas
Securities Corp., Citigroup Global Markets Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, or their affiliates
which are primary United States government securities dealers,
and their respective successors; provided that if any of the
foregoing shall cease to be a primary United States government
securities dealer in the City of New York (a "Primary Treasury
Dealer"), the Issuer will substitute therefor another Primary
Treasury Dealer.

"Reference Treasury Dealer Quotation" means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices
S-7

for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 3:30 p.m.
New York City time on the third business day preceding such
redemption date.
14.
Repayment at the Option of the

Holders:
No
15.
Indexed Notes:
No
16.
Registration Rights; Exchange Offer:
Pursuant to an exchange and registration rights agreement to be
entered into among the Issuer and the Managers (the
"Registration Rights Agreement"), the Issuer will agree to use its
best efforts to (a) file with the Commission a registration
statement (an "Exchange Offer Registration Statement") on an
appropriate form under the Securities Act, with respect to its
Exchange Offer to exchange the Notes for new 5.350% notes due
2028 of the Issuer ("Exchange Notes") with terms substantially
identical to the Notes (subject to certain exceptions), on or before
September 30, 2018, (b) have such registration statement declared
effective under the Securities Act on or before March 1, 2019 and
(c) consummate the Exchange Offer on or before April 5, 2019.
In the event that applicable law, regulation or policy of the
Commission does not allow the consummation of the Exchange
Offer, or upon the occurrence of certain other conditions, the
Issuer will use its best efforts to file with the Commission a
"shelf" registration statement covering resales of the Notes by the
holders thereof; provided that the Issuer shall not be required to
file a "shelf" registration statement during any period prior to
August 1 or after September 30 of any calendar year. With
respect to any Notes, if a Registration Default (as defined herein)
relating to the filing or declaration of effectiveness of a
registration statement or the related Exchange Offer occurs, the
per annum interest rate on all outstanding Notes or, in the case of
all other Registration Defaults, the per annum interest rate on the
Notes to which such Registration Default relates, will increase by
0.25% per annum with respect to each 90-day period during the
existence of such failure, until all Registration Defaults are cured,
up to an aggregate maximum of 1.00% per annum over the
interest rate shown on the cover page of this Listing Final Terms;
provided that any such additional interest on the Notes will cease
to accrue on the later of (i) the date on which such Notes become
freely transferable pursuant to Rule 144 under the Securities Act
and (ii) the date on which the Barclays Capital Inc. U.S.
Aggregate Bond Index is modified to permit the inclusion of
freely transferable securities that have not been registered with
the Commission. See "Exchange Offer; Registration Rights"
below.
17.
Additional Provisions Relating to the

Notes:
The Issuer reserves the right to increase the size of the issue of
the Notes, or from time to time, without the consent of the
holders of the Notes, create and issue further securities having
substantially the same terms and conditions thereof, except for
the Issue Price, Issue Date and amount of the first payment of
interest, which additional securities may be consolidated and
form a single series with the Notes; provided that such additional
securities do not have, for purposes of U.S. federal income
taxation, a greater amount of original issue discount than the
S-8

Notes have on the date of issue of such additional securities.

18.
Ranking of the Notes and Guaranties:
The payment obligations of the Issuer under the Notes, and the
payment obligations of the Guarantors under their respective
guaranties of the Notes, will at all times rank equally with each
other and with all other present and future unsecured and
unsubordinated public external indebtedness of the Issuer or such
Guarantor.

Other Relevant Terms
19.
Listing/Trading:
Listing: Luxembourg Stock Exchange
Trading: Euro MTF Market of the Luxembourg Stock Exchange
20.
Syndicated:
Yes
21.
If Syndicated:

(a) Lead Managers:
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
SMBC Nikko Securities America, Inc.

(b) Stabilizing Manager:
Citigroup Global Markets Inc.
22.
Identity of Managers:
See "Plan of Distribution" below

23.
Listing Agent:
Banque Internationale à Luxembourg S.A.
24.
Provisions for Registered Notes:

(a) Rule 144A eligible:
Yes

(b) Regulation S Global Note
Yes
deposited with or on behalf of

DTC:

(c) Restricted Global Note deposited
Yes
with or on behalf of DTC:

(d) Regulation S Global Note
No
deposited with Common

Depositary:

25.
Codes:

(a)
ISIN:
US71654QCH39 (Restricted Global Note)
USP78625DD22 (Regulation S Global Note)

(b)
CUSIP:
71654Q CH3 (Restricted Global Note)
P78625 DD2 (Regulation S Global Note)

26.
Concurrent General Tender Offers:
Concurrently with the commencement of this offering, the Issuer
announced a liability management transaction consisting of
tender offers for cash (the "General Tender Offers") for its
S-9

3.125% Notes due 2019, 5.500% Notes due 2019, 8.00% Notes
due 2019, 6.00% Notes due 2020 and 3.50% Notes due 2020, on
the terms and subject to the conditions set forth in an offer to
purchase and consent solicitation statement. The General Tender
Offers are conditioned upon the satisfaction of customary
conditions, including the closing of the sale of the Notes offered
hereby. This offering is not conditioned on the successful
consummation of the General Tender Offers. The General
Tender Offers will expire following the settlement of this
offering.

This Listing Final Terms is not deemed to be an offer to buy
or a solicitation of an offer to sell any securities of the Issuer
in the General Tender Offers.
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner
& Smith Incorporated are acting as the dealer managers for the
General Tender Offers.
27.
Use of Proceeds (if different from
The Issuer intends to use the net proceeds from the issuance of
Offering Circular):
the Notes offered hereby to repurchase notes validly tendered and
accepted for purchase in the General Tender Offers, and the
remainder, if any, to finance PEMEX's investment program and
working capital needs.

28.
Further Information:
For purposes of this Listing Final Terms, all references in the
Offering Circular to "Notes" shall be deemed to include, where
applicable, the Notes described herein.
On June 16, 2017, the Issuer increased the aggregate amount of
securities that may be issued from time to time under the
Medium-Term Notes Program, Series C, to U.S. $92,000,000,000
from U.S. $72,000,000,000. All references in the Offering
Circular to "U.S. $72,000,000,000" shall be deemed to be
amended accordingly, as applicable.

S-10

EXCHANGE OFFER; REGISTRATION RIGHTS
Pursuant to the Registration Rights Agreement, the Issuer will agree to use its best efforts to file with the
Commission the Exchange Offer Registration Statement on an appropriate form under the Securities Act with
respect to its offer to exchange any of the Notes for Exchange Notes. Upon the effectiveness of the Exchange Offer
Registration Statement, the Issuer will offer to the holders of the Notes who are able to make certain representations
the opportunity to exchange their Notes for Exchange Notes. The Exchange Notes will have terms identical to the
Notes, except that the Exchange Notes will not contain (i) the restrictions on transfer that are applicable to the Notes
or (ii) any provisions for additional interest.
The Registration Rights Agreement will provide that: (i) unless the Exchange Offer would not be permitted
by applicable law or Commission policy, the Issuer will use its best efforts to (a) file an Exchange Offer Registration
Statement with the Commission on or before September 30, 2018, (b) have the Exchange Offer Registration
Statement declared effective by the Commission on or before March 1, 2019, and (c) commence promptly the
Exchange Offer after such declaration of effectiveness and issue, on or before April 5, 2019, Exchange Notes in
exchange for all Notes tendered prior to the expiration of the Exchange Offer, and (ii) if obligated to file the Shelf
Registration Statement (as defined below) with the Commission, the Issuer will use its best efforts to file the Shelf
Registration Statement prior to the later of March 1, 2019 or 30 days after such filing obligation arises (but in no
event prior to August 1 or after September 30 of any calendar year), and the Issuer will use its best efforts to have
such Shelf Registration Statement declared effective by the Commission on or prior to the 60th day after such filing
was required to be made (but in no event prior to August 1 or after September 30 of any calendar year); provided
that if the Issuer has not consummated the Exchange Offer on or before April 5, 2019, then the Issuer will file the
Shelf Registration Statement with the Commission on or before April 5, 2019 (but in no event prior to August 1 or
after September 30 of any calendar year). The Issuer will use its best efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended until the first anniversary of the effective date of the
Shelf Registration Statement or such shorter period that will terminate when all the Registrable Securities (as
defined below) covered by the Shelf Registration Statement have been sold pursuant thereto or may be sold pursuant
to Rule 144(d) under the Securities Act if held by a non-affiliate of the Issuer; provided that the Issuer shall not be
obligated to keep the Shelf Registration Statement effective, supplemented or amended during any period prior to
August 1 or after September 30 of any calendar year.
If (i) the Issuer is not permitted to file the Exchange Offer Registration Statement with the Commission or
to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission
policy, (ii) the Exchange Offer is not consummated by April 5, 2019, or (iii) any holder of Notes notifies the Issuer
within a specified time period that (a) due to a change in law or Commission policy it may not resell the Exchange
Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such
holder, (b) it is a Manager and owns Notes acquired directly from the Issuer or an affiliate of the Issuer or (c) the
holders of a majority in aggregate principal amount of the Notes may not resell the Exchange Notes acquired by
them in the Exchange Offer to the public without restriction under applicable blue sky or state securities laws, then
the Issuer will use its best efforts to (1) file with the Commission a shelf registration statement (the "Shelf
Registration Statement") to cover resales of all Registrable Securities by the holders thereof and (2) have the
applicable registration statement declared effective by the Commission on or prior to 60 days after such filing was
required to be made; provided that the Issuer shall not be obligated to file a Shelf Registration Statement with the
Commission, or to cause a Shelf Registration Statement to remain effective, during any period prior to August 1 or
after September 30 of any calendar year. For purposes of the foregoing, "Registrable Securities" means each Note
until (i) the date on which such Note is exchanged by a person other than a broker-dealer for an Exchange Note in
the Exchange Offer, (ii) following the exchange by a broker-dealer in the Exchange Offer of a Note for an Exchange
Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior
to the date of such sale a copy of a prospectus, (iii) the date on which such Note is effectively registered under the
Securities Act and disposed of in accordance with a Shelf Registration Statement, (iv) the date on which such Note
is freely transferable pursuant to Rule 144 under the Securities Act (or any similar provision then in force, but not
Rule 144A), (v) the date on which such Note is otherwise transferred by the holder thereof and a new Note not
bearing a legend restricting further transfer is delivered by the Issuer in exchange therefor or (vi) the date on which
such Note ceases to be outstanding.
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