Obligation Pemex 3.125% ( XS0997484430 ) en EUR

Pemex

100 % ▼

Mexique

XS0997484430 ( en EUR )

3.125% par an ( paiement annuel )

26/11/2020 - Obligation échue

Prospectus brochure de l'obligation Pemex XS0997484430 en EUR 3.125%, échue

100 000 EUR

1 300 000 000 EUR

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 mexicaine émise par Pemex (XS0997484430), d'un montant total de 1 300 000 000 EUR, avec un taux d'intérêt de 3,125% et une maturité au 26/11/2020, a été remboursée à son prix nominal de 100% à l'échéance, avec une fréquence de paiement des coupons de 1 et une taille minimale d'achat de 100 000 EUR.

U.S. $102,000,000,000
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 Transformación Industrial and Pemex Logística, and their respective
successors and assignees

Petróleos Mexicanos (the "Issuer") (LEI 549300CAZKPF4HKMPX17), a productive state-owned company of the Federal Government (the "Mexican
Government") of the United Mexican States ("Mexico"), may offer from time to time its Medium-Term Notes, Series C, due 1 year or more from date of
issue, as selected by the purchaser and agreed to by the Issuer, in an aggregate initial offering price not to exceed U.S. $102,000,000,000 or its
equivalent in other currencies or currency units, subject to increase by the Issuer (the "Notes"). The currency or currency unit of denomination and
payment, form, interest rate, interest payment dates, issue price (and the U.S. dollar equivalent thereof, in the case of Notes denominated in other than
U.S. dollars) and maturity date of any Note will be set forth in the related Final Terms ("Final Terms"). See "Description of Notes." The payment of
principal of and premium (if any) and interest on the Notes will be unconditionally and irrevocably guaranteed jointly and severally by Pemex Exploración
y Producción, Pemex Transformación Industrial and Pemex Logística, and their respective successors and assignees (each, a "Guarantor" and,
collectively, the "Guarantors"), each of which is a productive state-owned company of the Mexican Government. The Notes are not obligations of, or
guaranteed by, the Mexican Government.
The principal amount payable at or prior to maturity, the amount of interest payable and any premium payable with respect to the Notes may be
determined by the difference in the price of crude oil on certain dates, or by some other index or indices, as set forth in the related Final Terms.
Unless a Redemption Commencement Date is specified in the applicable Final Terms, the Notes will not be redeemable prior to their Stated Maturity
except in the event of certain changes in Mexican Withholding Taxes (each as defined below). If a Redemption Commencement Date is so specified, the
Notes will be redeemable at the option of the Issuer at any time after such date as described herein. Unless otherwise specified in the applicable Final
Terms, the Notes will not be subject to repayment at the option of the holder prior to their Stated Maturity.
The Notes will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to certain of the Issuer's
and the Guarantors' other outstanding public external indebtedness issued prior to October 2004. Under these provisions, which are commonly referred
to as "collective action clauses" and are described under "Description of Notes--Modification and Waiver," in certain circumstances, the Issuer may
amend the payment and certain other provisions of an issue of Notes with the consent of the holders of 75% of the aggregate principal amount of such
Notes.
The Notes are being offered for sale outside the United States of America (the "United States") in reliance on Regulation S ("Regulation S") under the
U.S. Securities Act of 1933, as amended (the "Securities Act"). A portion of the Notes may also be offered for sale in the United States pursuant to an
available exemption from registration under the Securities Act. Unless otherwise specified in the applicable Final Terms, each Registered Note (as
defined below) offered hereby will be represented by one or more global Registered Notes without interest coupons (each, a "Global Note"), which will be
deposited with, or on behalf of, The Depository Trust Company ("DTC") or with a common depositary for Euroclear Bank S.A./N.V., as operator of the
Euroclear Clearance System plc ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Unless otherwise specified in
the applicable Final Terms, Bearer Notes (as defined below) will initially be represented by a temporary global Bearer Note, without interest coupons,
which will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Such temporary global Bearer Note will be
exchangeable for a permanent global Bearer Note or definitive Bearer Notes, as specified in the applicable Final Terms, on or after the Exchange Date
(as defined below) therefor and after the requisite certifications as to non-U.S. beneficial ownership have been provided as described herein. See
"Description of Notes--Form and Denomination." Except as described herein, Notes in definitive certificated form will not be issued in exchange for
Global Notes or Bearer Notes in global form or interests therein. See "Description of Notes--Certificated Notes and Definitive Bearer Notes."
Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market
(the "Euro MTF Market"). No assurance can be given that the Notes will be sold or that an active trading market for the Notes will develop. This Offering
Circular constitutes a Prospectus for the purposes of the Luxembourg Law on Prospectuses for Securities dated July 16, 2019, as amended. This
program is valid for a period of 1 year from the date of this Offering Circular.
See "Risk Factors" on page 12 and "Currency Risks and Risks Associated with Indexed Notes" on page 57 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 Comisión Nacional Bancaria y de
Valores (National Banking and Securities Commission of Mexico, or "CNBV") and therefore may not be offered or sold publicly in Mexico. As
required under the Ley del Mercado de Valores (Securities Market Law), the Issuer will give notice to the CNBV of the characteristics of the
offering of the Notes for informational purposes only. The delivery to, and receipt by, the CNBV of such notice does not certify the
investment quality of the Notes or the solvency of the Issuer or the Guarantors. The information contained in this Offering Circular or any
Final Terms is the sole responsibility of the Issuer, and the CNBV has not reviewed or authorized the content of this Offering Circular.
Offers to purchase Notes are being solicited, on a reasonable efforts basis, from time to time by the Agents (as defined below) on behalf of the Issuer.
Notes may be sold to the Agents on their own behalf at negotiated discounts for resale as described above. The Issuer may also sell Notes directly on its
own behalf or to or through other brokers or dealers. The Issuer reserves the right to withdraw, cancel or modify the offering contemplated hereby
without notice. No termination date for the offering of the Notes has been established. The Issuer, or any Agent if it solicits the offer, may reject any offer
to purchase Notes as a whole or in part. See "Offering and Sale."
Agents
Citigroup
Credit Agricole CIB
Credit Suisse

HSBC

Santander
This Offering Circular is dated October 28, 2019 and supersedes and replaces the offering circular dated April 17, 2018. 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
October 28, 2020.

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 Transformación Industrial (Pemex Industrial Transformation), Pemex
Logística (Pemex Logistics) and Pemex Fertilizantes (Pemex Fertilizers) (each, a "Subsidiary Entity" and,
collectively, the "Subsidiary Entities")--comprise Mexico's state oil and gas company. The Issuer and
each Subsidiary Entity is a productive state-owned company of the Mexican Government. Each is a legal
entity empowered to own property and carry on business in its own name. In addition, the results of a
number of subsidiary companies that are listed in "Consolidated Structure of PEMEX" in the Form 20-F
(as defined below) (such companies, the "Subsidiary Companies") are incorporated into the consolidated
financial statements published by the Issuer. The Issuer, the Subsidiary Entities and the Subsidiary
Companies are collectively referred to as "PEMEX." PEMEX's executive offices are located at Avenida
Marina Nacional No. 329, Colonia Verónica Anzures, 11300, Alcandía Miguel Hildalgo, Ciudad de
México, México. PEMEX's telephone number is (52-55) 9126-8700.
The Issuer and the Guarantors, having made all reasonable inquiries, confirm that (i) this Offering
Circular contains all information in relation to the Issuer, the Guarantors, PEMEX, Mexico and the Notes
which is material in the context of the issue and offering of the Notes, (ii) there are no untrue statements
of a material fact contained in it in relation to the Issuer, the Guarantors, PEMEX, Mexico or the Notes,
(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 OFFERING OF ANY SERIES OF NOTES, THE PERSON(S) IF ANY
NAMED AS THE STABILIZING MANAGER(S) IN THE APPLICABLE SUPPLEMENT AND/OR FINAL
TERMS (THE "STABILIZING MANAGER(S)") (OR PERSONS ACTING ON THEIR BEHALF) MAY
OVER-ALLOT SECURITIES (PROVIDED THAT, IN THE CASE OF ANY OFFERING OF NOTES TO BE
ADMITTED TO TRADING ON AN EEA TRADING VENUE AS DEFINED IN DIRECTIVE 2014/65/EU,
THE AGGREGATE PRINCIPAL AMOUNT OF NOTES ALLOTTED DOES NOT EXCEED 105 PERCENT
OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES SUBJECT TO THE OFFERING, OR 115
PERCENT OF SUCH AMOUNT WHERE ARTICLE 8 OF COMMISSION DELEGATED REGULATION
(EU) 2016/1052 APPLIES AND THERE IS A "GREENSHOE OPTION" AS DEFINED IN THAT
REGULATION) OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE
OF THE NOTES DURING THE STABILIZATION PERIOD AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION ACTION MAY NOT NECESSARILY
OCCUR. IN SUCH CIRCUMSTANCES, ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER
THE DATE OF COMMENCEMENT OF TRADING OF THE NOTES AND, IF BEGUN, MAY BE ENDED
AT ANY TIME BUT IT MUST END NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE
ISSUER RECEIVED THE PROCEEDS OF THE ISSUE, OR NO LATER THAN 60 DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE RELEVANT NOTES, WHICHEVER IS THE EARLIER. ANY
STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT
STABILIZING MANAGER(S) (OR PERSONS ACTING ON THEIR BEHALF) IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND RULES AND WILL BE UNDERTAKEN AT THE OFFICES OF THE
STABILIZING MANAGER(S) (OR PERSONS ACTING ON THEIR BEHALF) AND ON THE EURO MTF
MARKET.

i i

IMPORTANT EUROPEAN ECONOMIC AREA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the European Economic
Area ("EEA"). For the purposes of this provision, a "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"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Regulation. 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
EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Each person in a Member State of the EEA who receives any communication in respect of, or
who acquires any Notes under, the offers to the public contemplated in this Offering Circular,
or to whom the Notes are otherwise made available, will be deemed to have represented,
warranted, acknowledged and agreed to and with each Agent and the Issuer that it and any
person on whose behalf it acquires Notes is: (1) a "qualified investor" as defined in the
Prospectus Regulation; and (2) not a "retail investor" as defined above. For the purposes of
this representation, an "offer to the public" in relation to any Notes in any Member State
means the communication in any form and by any means of sufficient information on the
terms of the offer and any Notes to be offered so as to enable an investor to decide to
purchase or subscribe for the Notes. The expression "Prospectus Regulation" means
Regulation (EU) 2017/1129 (as amended or superseded).

iv

TABLE OF CONTENTS
Page
Available Information ................................................................................................................................................... 1
Documents Incorporated by Reference ....................................................................................................................... 1
Notice to Investors ...................................................................................................................................................... 2
Currency of Presentation ............................................................................................................................................ 4
Presentation of Financial Information .......................................................................................................................... 5
Forward-Looking Statements ...................................................................................................................................... 6
Summary of the Offering ............................................................................................................................................. 8
Risk Factors .............................................................................................................................................................. 12
Use of Proceeds ........................................................................................................................................................ 25
Selected Financial Data ............................................................................................................................................ 26
Capitalization............................................................................................................................................................. 27
The Guarantors ......................................................................................................................................................... 28
Description of Notes .................................................................................................................................................. 29
Limitations on Issuance of Bearer Notes ................................................................................................................... 56
Important Currency Information................................................................................................................................. 56
Currency Risks and Risks Associated with Indexed Notes ....................................................................................... 57
Clearing and Settlement ............................................................................................................................................ 60
Taxation .................................................................................................................................................................... 65
Offering and Sale ...................................................................................................................................................... 74
Validity of the Notes .................................................................................................................................................. 82
Enforcement of Civil Liabilities .................................................................................................................................. 82
Public Official Documents and Statements ............................................................................................................... 82
General Information .................................................................................................................................................. 83
Form of Final Terms ................................................................................................................................................. A-1

v

AVAILABLE INFORMATION
The Issuer files periodic reports and other information with the U.S. Securities and Exchange
Commission (the "SEC") under "Mexican Petroleum" (the English translation of the name Petróleos
Mexicanos). Electronic SEC filings of the Issuer are available to the public over the Internet at the SEC's
website at http://www.sec.gov under the name "Mexican Petroleum." So long as any of the Notes are
outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act,
if at any time the Issuer is neither a reporting company under Section 13 or Section 15(d) of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant
to Rule 12g3-2(b) thereunder, the Issuer 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, 2018, filed with the
SEC on Form 20-F on April 30, 2019 (the "Form 20-F");
the Issuer's report relating to certain recent developments and its unaudited condensed
consolidated results as of and for the three-month and six-month periods ended June 30, 2019,
which was furnished to the SEC on Form 6-K on September 11, 2019 (the "Interim Results Form
6-K"); and
all of the Issuer's annual reports on Form 20-F filed with, and all reports on Form 6-K that are
designated in such reports as being incorporated into this Offering Circular 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) outside the United States in a transaction
meeting the requirements of Rule 903 or Rule 904 of Regulation S; (3) pursuant to an
exemption from registration under the Securities Act provided by Rule 144 thereunder ("Rule
144") (if available); or (4) pursuant to an effective registration statement under the Securities
Act and (B) in accordance with all other applicable securities laws;
(c)
Such Notes 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

2

MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT
OF A "QUALIFIED INSTITUTIONAL BUYER," (3) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES 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.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This document is for distribution only to persons who (i) are outside the United Kingdom; or (i ) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"); or (i i) are
persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc.)
of the Order; or (iv) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities 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. Any person who is not a relevant person should not act or
rely on this document or any of its contents.

3

CURRENCY OF PRESENTATION
References herein to "U.S. dollars," "U.S. $," "dollars" or "$" are to the lawful currency of the United
States, references herein to "pesos" or "Ps." are to the lawful currency of Mexico, and references to
"euros" or "" are to the currency introduced at the start of the third stage of the European Economic and
Monetary Union pursuant to the treaty establishing the European Community, as amended by the Treaty
on European Union. The term "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 as of and for the three-
month and six-month periods ended June 30, 2019 have been translated from pesos at an exchange
rate of Ps. 19.1685= U.S. $1.00, which is the exchange rate that the Secretaría de Hacienda y Crédito
Público (the Ministry of Finance and Public Credit) instructed the Issuer to use on June 30, 2019 and the
U.S. dollar amounts as of and for the year-ended December 31, 2018 have been translated from pesos at
an exchange rate of Ps. 19.6829 = U.S. $1.00, which is the exchange rate that the Ministry of Finance
and Public Credit instructed the Issuer to use on December 31, 2018. On October 4, 2019, the noon
buying rate for cable transfers in New York reported by the Board of Governors of the Federal Reserve
System was Ps. 19.5385 = U.S. $1.00.

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PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of PEMEX as of December 31, 2018 and 2017 and for
the years ended December 31, 2018, 2017 and 2016 are included in Item 18 of the Form 20-F
incorporated by reference in this Offering Circular (the "2018 Financial Statements"). The 2018 Financial
Statements were prepared in accordance with International Financial Reporting Standards as issued by
the International Accounting Standards Board, which are referred to in this Offering Circular as IFRS.
Also incorporated by reference in this Offering Circular are the unaudited condensed consolidated
interim financial statements of PEMEX as of June 30, 2019 and for the three-month and six-month
periods ended June 30, 2019 and 2018 included in the Interim Results Form 6-K (the "June 2019 Interim
Financial Statements"), which were prepared in accordance with International Accounting Standard (IAS)
34 "Interim Financial Reporting" of IFRS.

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