Obligation Pemex 7.5% ( XS0161351191 ) en GBP

Pemex

100 % ⇌

Mexique

XS0161351191 ( en GBP )

7.5% par an ( paiement annuel )

18/12/2013 - Obligation échue

Prospectus brochure de l'obligation Pemex XS0161351191 en GBP 7.5%, échue

1 000 GBP

400 000 000 GBP

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 GBP, avec le code ISIN XS0161351191, paye un coupon de 7.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/12/2013

PRICING SUPPLEMENT NO. 2A
(To Offering Circular dated December 3, 2002)

Pemex Project Funding
Master Trust
Unconditionally Guaranteed by
Petróleos Mexicanos
£150,000,000 7.50% Notes due 2013
Issued Under U.S. $11,000,000,000 Medium-Term Notes, Series A
______________
The payment of principal of and interest on the 7.50% Notes due 2013 (the "Notes") will be
unconditionally guaranteed by Petróleos Mexicanos (the "Guarantor"), a decentralized public entity of the
Federal Government of the United Mexican States ("Mexico"). Petróleos Mexicanos' obligations as Guarantor
will be unconditionally guaranteed jointly and severally by Pemex-Exploración y Producción, Pemex-
Refinación and Pemex-Gas y Petroquímica Básica (together, the "Subsidiary Guarantors"), each of which is a
decentralized public entity of the Mexican Government. The Notes are not obligations of, or guaranteed by,
Mexico.
Interest on the Notes will accrue from January 27, 2003. Pemex Project Funding Master Trust (the
"Issuer") will pay interest on the Notes on December 18 of each year. The first such payment will be made on
December 18, 2003. The Notes will mature on December 18, 2013. Application has been made to list the
Notes on the Luxembourg Stock Exchange.
After December 17, 2003, the Notes will be consolidated to form a single series with and be fully fungible
with the Issuer's outstanding £250,000,000 7.50% Notes due 2013 (ISIN No. XS0161351191) issued under the
program for the issuance of Medium-Term Notes, Series A, Due from 1 Year to 30 Years from Date of Issue
(the "Program") described in the accompanying Offering Circular dated December 3, 2002 (the "Offering
Circular").
Annexes A and B to the Offering Circular are hereby replaced with the updated Annex S/A contained in
this Pricing Supplement, and references to Annexes A and B in the Offering Circular are hereby updated to
refer to Annex S/A of this Pricing Supplement.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 12 of the Offering
Circular.
______________
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the
"Securities Act") or any state securities laws and are being offered and sold only outside the United
States in accordance with Regulation S under the Securities Act. For a description of certain restrictions
on transfers of the Notes see "Plan of Distribution" in this Pricing Supplement and "Notice to Investors"
in the Offering Circular.
_________
Issue Price of the Notes: 101.760% plus accrued interest from January 27, 2003.
_________
The Managers expect to deliver the Notes on or about November 7, 2003.
Lead Manager
Barclays Capital

Co-Lead
HSBC
November 5, 2003

You should rely on the information contained in this Pricing Supplement and the Offering Circular.
None of the Issuer, the Guarantor or the Subsidiary Guarantors have authorized anyone to provide you with
different information. None of the Issuer, the Guarantor, the Subsidiary Guarantors or the Managers are
making an offer of these Notes in any state where the offer is not permitted. You should not assume that the
information contained in this Pricing Supplement and the Offering Circular is accurate as of any date other
than the date on the front of this Pricing Supplement and the Offering Circular.
______________

TABLE OF CONTENTS

Pricing Supplement No. 2A Page
Description of Notes ....................................................................................................................................................S-4
Recent Developments ..................................................................................................................................................S-7
Plan of Distribution....................................................................................................................................................S-16
General Information...................................................................................................................................................S-18
Annex S/A PEMEX 2002 Annual Report on Form 20-F......................................................................................S/A-1

Offering Circular
Available Information ..................................................................................................................................................... 4
Documents Incorporated by Reference........................................................................................................................... 5
Notice to Investors .......................................................................................................................................................... 6
Currency of Presentation................................................................................................................................................. 7
Presentation of Financial Information............................................................................................................................. 7
Summary of the Offering ................................................................................................................................................ 8
Risk Factors .................................................................................................................................................................. 12
Use of Proceeds............................................................................................................................................................. 20
Pemex Project Funding Master Trust............................................................................................................................ 21
Description of Notes ..................................................................................................................................................... 23
Limitations on Issuance of Bearer Notes ...................................................................................................................... 48
Important Currency Information ................................................................................................................................... 48
Currency Risks and Risks Associated with Indexed Notes........................................................................................... 48
Clearing and Settlement ................................................................................................................................................ 52
Taxation ........................................................................................................................................................................ 57
Offering and Sale .......................................................................................................................................................... 64
Validity of the Notes..................................................................................................................................................... 67
Public Official Documents and Statements................................................................................................................... 67

Annex C General Information ................................................................................................................................. C-1
Annex D Form of Pricing Supplement..................................................................................................................... D-1

This Pricing Supplement and the Offering Circular have been prepared by the Issuer and the Guarantor
solely for use in connection with the proposed offering of the Notes. This Pricing Supplement and the
Offering Circular are personal to each offeree and do not constitute an offer to any other person or to the
public generally to subscribe for or otherwise acquire the Notes. Distribution of this Pricing Supplement and
the Offering Circular to any other person other than the offeree and any person retained to advise such
offeree with respect to its purchase is unauthorized, and any disclosure of any of its contents, without the
prior written consent of the Issuer and the Guarantor, is prohibited. Each prospective investor, by accepting
delivery of this Pricing Supplement and the Offering Circular, agrees to the foregoing and to make no
photocopies of this Pricing Supplement and the Offering Circular or any documents referred to herein.

S-2

The Managers make no representation or warranty, express or implied, as to the accuracy or the
completeness of the information contained in this Pricing Supplement and the Offering Circular. Nothing in
this Pricing Supplement 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 and the Guarantor have furnished the information
contained in this Pricing Supplement and in the Offering Circular.
Neither the Securities and Exchange 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 Pricing Supplement or the Offering Circular. Any representation to the
contrary is a criminal offense.
In making an investment decision, prospective investors must rely on their own examination of the
Issuer, the Guarantor and the terms of the offering, including the merits and risks involved. Prospective
investors should not construe anything in this Pricing Supplement 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 Pricing Supplement 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.
Petróleos Mexicanos, as Guarantor, will file an application to register the Notes with the Sección Especial
del Registro Nacional de Valores (the Special Section of the National Registry of Securities or the "Special
Section of the Registry") maintained by the Comisión Nacional Bancaria y de Valores (National Banking and
Securities Commission) of Mexico. Registration of the Notes with the Special Section of the Registry does not
imply any certification as to the investment quality of the Notes, the solvency of the Issuer, the Guarantor or
the Subsidiary Guarantors or the accuracy or completeness of the information contained herein or in the
Offering Circular. The Notes may not be publicly offered or sold in Mexico.

S-3

DESCRIPTION OF NOTES
The following items under this heading "Description of Notes" are the particular terms which relate to the
tranche of the Notes that is the subject of this Pricing Supplement.
1.
Series No.:
9A
2.
Principal Amount:
£150,000,000
3.
Fungibility with other Notes:
After December 17, 2003 (the "Exchange Date"), the Notes will
be consolidated to form a single series with, and will be fully
fungible with, the Issuer's outstanding £250,000,000 7.50%
Notes due 2013 (ISIN XS0161351191) issued under the Program
on January 27, 2003. Until the Exchange Date, the Notes will be
issued under temporary security codes.

4.
Issue Price:
101.760% plus accrued interest from January 27, 2003
5.
Issue Date:
November 7, 2003
6.
Form of Notes:
Registered Notes
7.
Authorized Denomination(s):
£1,000, £10,000 and £100,000
8.
Specified Currency:
Pounds Sterling ("£"), the lawful currency of the United
Kingdom, as the same may be replaced from time to time,
including by the euro.
9.
Stated Maturity Date:
December 18, 2013
10.
Interest Basis:
Fixed Rate Notes
11.
Interest Commencement Date (if

different from the Issue Date):
January 27, 2003
12.
Fixed Rate Notes:

(a)
Interest Rate:
7.50% per annum, payable annually in arrears. If interest is
required to be calculated for a period of less than one year, it will
be calculated on the basis of the actual number of days elapsed
divided by the actual number of days in the period from and
including the immediately preceding Interest Payment Date (or, if
none, the Issue Date) to but excluding the next scheduled Interest
Payment Date.

(b)
Interest Payment Date(s):
December 18 of each year, commencing on December 18, 2003.
13.
Discount Notes:
No
14.
Redemption at the option of the

Issuer:
No
15.
Repayment at the option of the

holders:
No
16.
Indexed Notes:
No
S-4

17.
Payment of Principal and Interest:
All payments of principal and interest on the Notes will be
payable by the Issuer in the Specified Currency, except in the
limited circumstances described in the Offering Circular.
Holders of the Notes will not have the option to elect payments in
U.S. dollars.
If certificated Notes are issued, principal of each Note and
interest payable on the maturity date will be payable in the
Specified Currency in immediately available funds to the person
in whose name the certificated Note is registered on the Maturity
Date by transfer to an account denominated in the Specified
Currency maintained by the holder with a bank located in the
United Kingdom. Interest on each Note (other than interest
payable on the Maturity Date) will be payable to the person in
whose name the Note is registered at the close of business on the
record date for the relevant Interest Payment Date by a check
denominated in the Specified Currency drawn on a bank in the
United Kingdom and mailed to the holder of the certificated Note
at such holder's registered address or, upon application not later
than the relevant record date of any holder of at least £1,000,000
principal amount of Notes to the Deutsche Bank AG, London, as
Paying Agent, by transfer of the Specified Currency in
immediately available funds to an account denominated in the
Specified Currency maintained by such holder with a bank in the
United Kingdom.
18.
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 notes 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 notes may be consolidated and form a
single series with the Notes.
S-5

Other Relevant Terms

18.
Listing:
Luxembourg Stock Exchange
19.
Syndicated: Yes
20.
Stabilizing Manager:
Barclays Bank PLC

21.
Codes:

(a)
Common Code:
017957457 (Before the Exchange Date)
016135119 (After the Exchange Date)

(b)
ISIN:
XS0179574578 (Before the Exchange Date)
XS0161351191 (After the Exchange Date)
22.
Identity of Managers:
Barclays Bank PLC
HSBC Bank plc

23.
Listing Agent:
Kredietbank S.A. Luxembourgeoise
24.
Provisions for Registered Notes:

(a)
Rule 144A eligible:
No

(b) Regulation
S
Global Note
deposited with or on behalf of
DTC:
No

(c)
Restricted Global Note

deposited with or on behalf of
DTC:
No

(d)
Regulation S Global Note

deposited with Common

Depositary:
Yes
25.
Common Depositary:
Deutsche Bank AG, London
26.
Use of Proceeds (if different from

Offering Circular):
N/A
S-6

RECENT DEVELOPMENTS
The following discussion of PEMEX's recent results should be read in conjunction with Annex S/A--Pemex 2002
Annual Report on Form 20-F (the "2002 Form 20-F"), in particular "--Item 5--Operating and Financial Review
and Prospects" and the audited consolidated financial statements of PEMEX as of December 31, 2002 and 2001
and for each of the three years in the period ended December 31, 2002 (the "2002 Financial Statements") included
in Item 18 of the 2002 Form 20-F.
Exchange Rates
The Noon Buying Rate for cable transfers in New York reported by the Federal Reserve Bank of New York on
November 4, 2003 was Ps. 10.9930 = U.S. $1.00.
Capitalization of PEMEX
The following table sets forth the capitalization, at December 31, 2002 and September 30, 2003, of Petróleos
Mexicanos, the four subsidiary entities (the "Subsidiary Entities") listed in "--Consolidated Structure of PEMEX"
in the 2002 Form 20-F, the Pemex Project Funding Master Trust and the subsidiary companies (the "Subsidiary
Companies") listed in "--Consolidated Structure of PEMEX" in the 2002 Form 20-F (collectively, "PEMEX"), as
calculated in accordance with Mexican generally accepted accounting principles ("Mexican GAAP"), except that the
effects of inflation are recognized in accordance with the guidelines applicable to public sector entities of the
Mexican Government established in Financial Reporting Standard NIF-06 BIS "A," section A, which differs from
Mexican GAAP Bulletin B-10 (see notes 2 (b) and 15 to the 2002 Financial Statements).

At December 31,
At September 30,

2002
2003(1)(2)(3)

(millions of nominal pesos or U.S. dollars)
Long-term external debt.................................................
Ps.
185,035
Ps.
253,965
$
23,060
Long-term domestic debt ...............................................

6,013
10,646 967
Total long-term debt(4) (5) ........................................
Ps.
191,048 Ps.
264,611 $
24,027
Certificates of Contribution "A"(6).................................
Ps.

10,222
Ps.
10,222
$
928
Reserve for oil-field exploration and
depletion ....................................................................

9,804
17,031
1,546
Revaluation surplus........................................................

190,523 191,925 17,427
Retained earnings (prior years)......................................

(79,362)
(119,494) (10,850)
Income (loss) for the year ..............................................

(30,492)
(8,134) (738)
Total equity.............................................................

100,696
91,550 8,313
Total capitalization.........................................................
Ps. 291,743 Ps.
356,161 $
32,340
________________________
(1) Unaudited.
(2)
Convenience translations into U.S. dollars of amounts in pesos have been made at the established exchange rate for accounting purposes of
Ps. 11.0133 = U.S. $1.00 at September 30, 2003. Such translations should not be construed as a representation that the peso amounts have
been or could be translated into U.S. dollar amounts at the foregoing or any other rate.
(3)
There has been no material change in the capitalization of PEMEX since September 30, 2003, except for PEMEX's undertaking of new
financings as disclosed in "Recent Developments--Liquidity and Capital Resources--Recent Financing Activities" below.
(4)
Total long-term debt does not include short-term indebtedness for Ps. 49,497 million at December 31, 2002 and for Ps. 46,033 million at
September 30, 2003. See "Recent Developments--Liquidity and Capital Resources--Recent Financing Activities" below.
(5)
Total long-term debt does not include long-term notes payable to contractors for Ps. 27,419 million and Ps. 13,442 million and sales of
future accounts receivable for Ps. 43,439 million and Ps. 44,915 million as of December 31, 2002 and September 30, 2003, respectively.
(6)
Equity instruments held by the Mexican Government.
Sources: 2002 Financial Statements. Petróleos Mexicanos for unaudited interim information.
Results of Operations of PEMEX First Nine Months of 2003 Compared to First Nine Months of 2002
The interim financial information set forth below has been derived from the unaudited summary consolidated
financial statements of PEMEX for the nine-month periods ended September 30, 2002 and 2003. As described
above, the interim financial information was prepared in accordance with Mexican GAAP, except that the effects of
inflation are recognized in accordance with Financial Reporting Standard NIF-06 BIS "A," section A, which differs
from Mexican GAAP Bulletin B-10 (for further discussion see Notes 2 (b) and 15 to the 2002 Financial Statements).
S-7

Nine months ended September 30,

2002(1)
2003 (1) (2)

(millions of nominal pesos or U.S. dollars)
Net
Sales

Domestic(3) ................................................................... Ps.
227,161
Ps. 280,595
$
25,478
Export...........................................................................
119,289

172,415

15,655
Total ............................................................... 346,450
453,010
41,133
Other Revenues(4).............................................................
7,149

6,174

561
Total Revenues(3) ............................................................. 353,599

459,184
41,694
Costs and Operating Expenses.........................................
141,628

177,168

16,087
Operating Income ............................................................ 211,971
282,016
25,607
Interest, net................................................................... 10,423
9,466
860
Other expenses(5) .......................................................... 2,481
4,986

453

Income before taxes and duties ........................
199,067
267,564
24,294
Taxes and Duties

Hydrocarbon extraction duties and other......................
121,521
207,901
18,877
Special tax on production and services (IEPS Tax)......

88,068

67,797

6,156
Total ...............................................................
209,589

275,698

25,033
Net (loss) income for the period ...................................... Ps.
(10,522) Ps.
(8,134)
$
(739)
_________________
(1) Unaudited.
(2) Convenience translations into U.S. dollars of amounts in pesos have been made at the established exchange rate for accounting purposes of
Ps. 11.0133 = U.S. $1.00 at September 30, 2003. Such translations should not be construed as a representation that the peso amounts have
been or could be translated into U.S. dollars at the foregoing or any other rate.
(3) Includes the IEPS Tax, which is described below, as part of the sales price of products sold.
(4) Includes exchange rate gains in the amount of Ps. 642 million in the first nine months of 2002.
(5) Includes exchange rate losses in the amount of Ps. 2.6 billion in the first nine months of 2003.
Source: Petróleos Mexicanos.
Income (Loss)
During the first nine months of 2003, the net loss of PEMEX amounted to Ps. 8.1 billion as compared with a net
loss during the first nine months of 2002 of Ps. 10.5 billion. This decrease in loss was due primarily to an increase
in the average price of crude oil exports and an increase in the prices and volume of the principal petroleum products
that PEMEX sold in the domestic market. During this period, income before taxes and duties increased 34.4%, from
Ps. 199.1 billion on total sales revenues of Ps. 346.5 billion during the first nine months of 2002, to Ps. 267.6 billion
on total sales revenues of Ps. 453.0 billion during the first nine months of 2003. Total sales revenues (net of the
Special Tax on Production and Services (the "IEPS Tax")) increased by 49.1% from Ps. 258.4 billion in the first
nine months of 2002, to Ps. 385.2 billion in the first nine months of 2003, primarily as a result of an increase in the
average price of crude oil and an increase in the average price and volume of PEMEX's principal trading products in
the domestic market. The weighted average price of crude oil sold by P.M.I. Comercio Internacional, S.A. de C.V.
("PMI" and together with PMI Trading Ltd. and their affiliates, the "PMI Group") for export increased by 18.3%,
from U.S. $20.88 per barrel in the first nine months of 2002 to U.S. $24.71 per barrel in the first nine months of
2003.
Export Sales
Export sales increased by 44.5% in peso terms (with dollar-denominated export revenues converted to pesos at
the exchange rate on the date on which the export sale was made), from Ps. 119.3 billion in the first nine months of
2002 to Ps. 172.4 billion in the first nine months of 2003. For information on peso/dollar exchange rates, see "Item
3--Key Information--Exchange Rates" in the 2002 Form 20-F. Excluding the activities of the PMI Group, export
sales by the Subsidiary Entities to the PMI Group and third parties increased by 44.7% in peso terms, from Ps. 100.0
billion in the first nine months of 2002 to Ps. 144.7 billion in the first nine months of 2003. The increase in export
sales was attributable mainly to an increase in the average price of crude oil exports, the strengthening of the dollar
against the peso and an increase in crude oil export volumes. Export sales decreased as a percentage of total net
S-8

sales (net of the IEPS Tax) from 46.2% in the first nine months of 2002 to 44.8% in the first nine months of 2003.
Excluding the trading activities of the PMI Group, crude oil exports accounted for 90.6% of export sales, refined
products accounted for 8.6 % of export sales and natural gas and petrochemical products accounted for the
remainder of export sales in the first nine months of 2003.
Domestic Sales
Domestic sales (net of the IEPS Tax) increased by 53.0%, from Ps. 139.1 billion in the first nine months of
2002 to Ps. 212.8 billion in the first nine months of 2003. Domestic sales of refined products (other than natural
gas) increased by 46.4%, from Ps. 112.6 billion in the first nine months of 2002 to Ps. 164.9 billion in the first nine
months of 2003 primarily due to an increase in the average sales price and volume of the principal refined products
(including gasoline, diesel and jet fuel). Domestic petrochemical sales (including sales of certain by-products of the
petrochemical production process) increased by 54.4%, from Ps. 5.7 billion in the first nine months of 2002 to Ps.
8.8 billion in the first nine months of 2003, primarily as a result of an increase in the average price of petrochemical
products. Sales of natural gas increased by 88.0%, from Ps. 20.8 billion in the first nine months of 2002 to Ps. 39.1
billion in the first nine months of 2003, due to an increase in the average sales price and in trading volume.
Costs and Operating Expenses; Other Income and Expenses
Costs and operating expenses increased by 25.1% from Ps. 141.6 billion in the first nine months of 2002 to Ps.
177.2 billion in the first nine months of 2003. This increase was due to an increase in import purchases, an increase
in depreciation and a negative effect in the valuation of crude oil and petroleum products (which is accounted for as
an increase in cost of sales). Costs and operating expenses as a percentage of total sales (net of the IEPS Tax)
decreased from 54.8% in the first nine months of 2002 to 46.0% in the first nine months of 2003, primarily due to
the increase in total sales. Other expenses increased from Ps. 2.5 billion in the first nine months of 2002 to Ps. 5.0
billion in the same period of 2003, primarily due to exchange losses from foreign currency denominated debt
totaling Ps 2.6 billion during the first nine months of 2003.
Interest, net
Net interest expenses decreased from Ps. 10.4 billion in the first nine months of 2002 to Ps. 9.5 billion in the
first nine months of 2003, primarily due to the net effect of accounting for financial instruments largely caused by
favorable positions in equity swaps, which were partially offset by an increase in interest expenses due to lower
capitalization of interest in construction in process.
Taxes and Duties
Hydrocarbon extraction duties and other duties and taxes (including the IEPS Tax) increased by 31.5%, from
Ps. 209.6 billion in the first nine months of 2002 to Ps. 275.7 billion in the first nine months of 2003, largely due to
an increase in the Hydrocarbon Extraction Duty and excess gains revenue duty resulting from the increase in the
total net sales. PEMEX paid Ps. 12.9 billion in excess gains duties in the first nine months of 2003, as compared to
Ps. 9.1 billion in the same period of 2002.
Liquidity and Capital Resources
Recent Financing Activities
During the period from June 1, 2003 to September 30, 2003, the Issuer obtained U.S. $611.2 million in
commercial bank loans for use in financing PIDIREGAS. In addition, Petróleos Mexicanos and the Issuer
participated in the following financings in the same period (all of which are included in the capitalization table as of
September 30, 2003):
· Petróleos Mexicanos obtained loans from export credit agencies totalling U.S. $25.1 million;
· Petróleos Mexicanos obtained foreign trade financing in the amount of U.S. $25 million;
· the Issuer obtained loans from export credit agencies totalling U.S. $364.4 million;
S-9

· on June 4, 2003, the Issuer issued U.S. $750,000,000 of 7.375% Notes due 2014, guaranteed by
Petróleos Mexicanos, under the Issuer's Medium-Term Note program, Series A; and
· on August 5, 2003, the Issuer issued 500,000,000 of 6.25 per cent. Guaranteed Notes due 2013,
guaranteed by Petróleos Mexicanos.
Subsequent to September 30, 2003, Petróleos Mexicanos and the Issuer participated in the following financings:
· On October 15, 2003, the Issuer issued U.S. $500,000,000 of Guaranteed Floating Rate Notes due
2009, guaranteed by Petróleos Mexicanos; and
· on October 26, 2003, BankBoston, S.A., Institución de Banca Multiple, División Fiduciaria, in its
capacity as trustee of a trust, fideicomiso número F/163, organized under the laws of Mexico and
established by Petróleos Mexicanos, issued a total of Ps. 6,500,000,000 of notes in the Mexican
domestic market, guaranteed by Petróleos Mexicanos, consisting of three separate issuances:
o
Ps. 3,000,000,000 of notes due October 18, 2007, bearing interest at the 91-day Cetes
(treasury bill) rate plus 67 basis points;
o
Ps. 2,500,000,000 of notes due October 8, 2009, bearing interest at the 182-day Cetes rate
plus 65 basis points; and
o
Ps. 1,000,000,000 of 8.38% notes due October 14, 2010.

At September 30, 2003, cash and cash equivalents of the Issuer totaled U.S $1,690.8 million, its total assets
were U.S. $27,196.5 million, its long-term indebtedness totaled U.S. $21,895.1 million, its short-term indebtedness
(including interest payable of U.S. $312.4 million) totaled U.S. $2,562.8 million and its other liabilities totaled
U.S. $2,738.6 million (including short-term liabilities of U.S. $980.9 million).

Future amortization of the Issuer's outstanding indebtedness of U.S. $24,145.7 million at September 30, 2003 is
scheduled as follows:

Pemex Project Funding Master Trust
Indebtedness Amortization Schedule
Maturities

Over

2003
2004
2005
2006
2007
5 years
(in millions of dollars)

U.S. $898.6
U.S. $2,497.5
U.S. $2,604.5
U.S. $1,978.5 U.S. $2,059.1
U.S. $14,107.5

S-10