GDN SUPPLEMENT
(To Listing Memorandum dated October 29, 2013)
Petróleos Mexicanos
(A Decentralized Public Entity of the Federal Government of the United Mexican States)
Ps. 1,075,000,000 7.19% Certificados Bursátiles
due 2024
jointly and severally guaranteed by
Pemex-Exploración y Producción, Pemex-Refinación and
Pemex-Gas y Petroquímica Básica
in the Form of
Global Depositary Notes
This supplement, or the GDN Supplement, relates to an offering by Petróleos Mexicanos, a decentralized public entity of the federal
government (the “Mexican Government”) of the United Mexican States (“Mexico”), of Ps. 1,075,000,000 7.19%% Certificados Bursátiles due
2024, or the Cebures, in Mexico, which were offered outside of Mexico in the form of global depositary notes, or GDNs, issued by Citibank,
N.A. (the “Depositary”). The payment of principal of, interest on, and other amounts in respect of, the Cebures underlying the GDNs are
unconditionally and irrevocably guaranteed jointly and severally by Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y
Petroquímica Básica (each a “Guarantor” and, collectively, the “Guarantors”), each of which is a decentralized public entity of the Mexican
Government. Neither the Cebures underlying the GDNs nor the obligations of the Guarantors constitute obligations of, or are guaranteed by, the
Government of Mexico.
The Cebures are denominated in Mexican pesos and issued in minimum denominations of Ps.100 and integral multiples thereof. Each
GDN represents Ps.100 in principal amount of the Cebures deposited with the Depositary. GDNs are represented by certificates that are
commonly known as Global Depositary Receipts, or GDRs. The GDRs contain the terms and conditions of the GDNs they represent, which
terms and conditions form the agreement between the Depositary and the holders and beneficial owners of GDNs. Each holder and each
beneficial owner, upon acceptance of any GDNs (or any interest therein) issued in accordance with the terms and conditions set forth in the
GDRs, shall be deemed for all purposes to be a party to and bound by such terms and conditions. All amounts due in respect of principal, interest
or additional amounts to GDN holders will be paid (after deduction of the Depositary’s fees and expenses as set forth in the terms and conditions
of the GDNs) in U.S. dollars by the Depositary by converting the payment amounts received by the Depositary from Petróleos Mexicanos in
Mexican pesos on each payment date into U.S. dollars at the Payment Rate (as defined herein) determined on the Payment Calculation Date (as
defined herein) provided that such conversions may not occur if restrictions on convertibility are enacted. The Cebures, whether or not in the
form of GDNs, are each subject to redemption as a whole series and not in part, at the Tax Redemption Price (as defined herein), at the election of
Petróleos Mexicanos, in the event of certain changes affecting Mexican withholding taxes as described under “Description of Global Depositary
Notes—Suspension of GDN Issuance; Tax Redemption” in this GDN Supplement. Petróleos Mexicanos is not a party to the GDRs and has not
entered into any agreement with the Depositary for the issuance of GDNs (other than the Tax Indemnification Agreement described herein) and it
shall not be deemed to be offering the GDNs. See “Description of Global Depositary Notes” in this GDN Supplement. All references herein to
the GDNs, unless otherwise provided, mean and include the GDRs representing the GDNs.
The Cebures will mature on September 12, 2024. The Cebures bear interest at a rate of 7.19% per year, accruing from September 26,
2013. Interest is payable every 182 days, beginning on March 27, 2014. Interest on the Cebures is calculated on the basis of a 360-day year and
the actual number of days elapsed in each interest period. The Cebures, whether or not in the form of GDNs, are subject to redemption as a
whole series and not in part, at the Tax Redemption Price (as defined herein), at the election of Petróleos Mexicanos, in the event of certain
changes affecting Mexican withholding taxes as described under “Description of the Cebures—Redemption—Tax Redemption of Cebures” in the
listing memorandum dated October 29, 2013 attached hereto, or the Listing Memorandum. This GDN Supplement is supplementary to and
should be read together with the Listing Memorandum (including the documents incorporated by reference therein), which contains a description
of the Cebures as well as Petróleos Mexicanos and the Guarantors.
Investing in the Cebures and the GDNs involves risks. See “Risk Factors” on page S-5 of this GDN Supplement
and on page 11 of the Listing Memorandum.
The Cebures and the GDNs have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”) or the securities laws of any other jurisdiction. The Cebures and the GDNs were offered only to qualified institutional buyers in
the United States under Rule 144A of the Securities Act and to non-U.S. persons outside the United States and Mexico under Regulation S of the
Securities Act. See “Description of Global Depositary Notes—Transfer Restrictions” in this GDN Supplement and “Transfer Restrictions” in the
Listing Memorandum.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined that this GDN Supplement or the accompanying Listing Memorandum is truthful or complete. Any representation to the
contrary is a criminal offense.
(cover continues on following page)
Application has been made to the Irish Stock Exchange for the approval of this document (which comprises the GDN Supplement and
the Listing Memorandum) as Listing Particulars. Application has been made to the Irish Stock Exchange for the GDNs to be admitted to the
Official List and trading on the Global Exchange Market which is an exchange regulated market of the Irish Stock Exchange. However, no
assurances can be given that the application will be approved. The Global Exchange Market is not a regulated market for the purposes of
Directive 2004/39/EC and is aimed at professional investors.
Neither the Cebures nor the GDNs are being offered to the public within the meaning of Directive 2003/71/EC of the European Union,
and this offering is not subject to the obligation to publish a prospectus under that Directive.
Per Cebure
Issue Price........................................................................................................................ 100%
(*)
Per GDN (Ps.100 of
Cebures) in
U.S. Dollars(*)
U.S.$ 7.8792
Purchase orders were required to be made in unit amounts reflecting the number of GDNs ordered. Purchasers of the GDNs had
the option to make payment of the issue price for the GDNs in either Mexican pesos or U.S. dollars and had to indicate their
intended currency of payment to the Placement Facilitation Agent with whom they were dealing when placing their order, which
decision was irrevocable when made. Purchasers electing to pay in Mexican pesos were required to deliver such payment on the
settlement date through Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”).
Purchasers electing to pay in U.S. dollars (i) did so by delivering an amount of U.S. dollars equivalent to the issue price of the
GDNs based on an exchange rate of Ps. 12.6916 per U.S.$1.00, which was the “Intraday Spot” exchange rate published by WM
Reuters (WMCO Bloomberg screen) at the time of pricing minus 0.01 Mexican pesos, and (ii) were required to settle through
Euroclear or Clearstream if they purchased GDNs under Regulation S of the Securities Act or were required to settle through
The Depository Trust Company (“DTC”) if they purchased GDNs under Rule 144A of the Securities Act. Such purchasers
electing to pay in U.S. dollars may have been subject to exchange rate volatility due to transaction execution activities which
may have been performed by an affiliate of the Structuring Agent. An affiliate of the Structuring Agent may have experienced
gains or losses as a result of such exchange rate volatility.
The placement facilitation agents delivered the GDNs to the accounts of purchasers on September 26, 2013.
Placement Facilitation Agents
Citigroup
HSBC
Morgan Stanley
Structuring Agent
Morgan Stanley
The date of this GDN Supplement is October 29, 2013
The GDN Supplement, dated October 29, 2013, and the Listing Memorandum, dated October 29, 2013, together are considered to be listing
particulars for the purposes of admission to the Official List of the Irish Stock Exchange and trading on its Global Exchange Market.
S-ii
This GDN Supplement is supplementary to, and should be read in conjunction with, the Listing
Memorandum. You should rely only on the information contained in this GDN Supplement and the Listing
Memorandum. Petróleos Mexicanos has not participated in the preparation of any part of this GDN
Supplement, other than the information contained under the headings “Description of Tax Indemnification
Agreement” and “Taxation,” and, except as aforesaid, it makes no representation regarding the accuracy of
the information contained herein. You should not assume that the information contained in this GDN
Supplement is accurate as of any date other than the date on the front of this GDN Supplement.
Subject as set out herein, Citibank, N.A. in its capacity as Depositary and Issuer of the GDNs accepts
responsibility for the information contained in this document. To the best of the knowledge and belief of the
Depositary (who has taken all reasonable care to ensure that such is the case) the information contained in
this document is in accordance with the facts and does not omit anything likely to affect the import of such
information. The information contained herein with regard to Petróleos Mexicanos, its subsidiary
undertakings and the description of Cebures and their taxation, consists of extracts from or summaries of
information contained in financial and other information released publicly for purposes of the placement of
the Cebures by Petróleos Mexicanos and summaries of certain provisions of Mexican law. The Depositary
accepts responsibility for accurately reproducing such extracts or summaries and confirms that the
information has been accurately reproduced and, as far as the Depositary is aware, no facts have been
omitted which would render the reproduced information inaccurate or misleading. Insofar as Petróleos
Mexicanos provides information to the Depositary, as record holder of the Cebures underlying the GDNs, the
Depositary undertakes to provide copies of any such information in the form of an announcement to the Irish
Stock Exchange as listing authority where the GDNs are expected to be listed. The Depositary accepts no
further or other responsibility in respect of such information.
TABLE OF CONTENTS
GDN Supplement
Page
Summary of the GDNs .............................................................................................................................................. S-1
Risk Factors ............................................................................................................................................................... S-5
Description of Global Depositary Notes.................................................................................................................... S-8
Description of Tax Indemnification Agreement ...................................................................................................... S-26
Information Relating to the Depositary ................................................................................................................... S-30
Taxation................................................................................................................................................................... S-32
Listing Memorandum
Page
Notice to New Hampshire Residents .............................................................................................................................2
Documents Incorporated By Reference .........................................................................................................................2
Currency of Presentation ...............................................................................................................................................3
Presentation of Financial Information ...........................................................................................................................3
Forward-Looking Statements ........................................................................................................................................4
Summary of the Offering...............................................................................................................................................6
Selected Financial Data .................................................................................................................................................9
Capitalization...............................................................................................................................................................10
Risk Factors .................................................................................................................................................................11
Use of Proceeds ...........................................................................................................................................................20
Guarantors ...................................................................................................................................................................20
Description of the Cebures ..........................................................................................................................................23
Taxation.......................................................................................................................................................................31
Plan of Distribution .....................................................................................................................................................37
Transfer Restrictions....................................................................................................................................................43
Legal Matters...............................................................................................................................................................43
Public Official Documents and Statements .................................................................................................................43
S-iii
SUMMARY OF THE GDNS
The following summary is qualified in its entirety by reference to detailed information appearing elsewhere
in this GDN Supplement and the Listing Memorandum.
Cebures
Issuer........................................................
Petróleos Mexicanos
Title ..........................................................
Ps.10,400,000,000.00 7.19% Certificados Bursátiles due 2024, or
Cebures. For a complete description of the Cebures see “Description of
the Cebures” in the Listing Memorandum.
Principal Amount ...................................
Ps.10,400,000,000 aggregate principal amount of Cebures were issued
in a global offering consisting of (1) an international offering outside of
Mexico of Ps.1,075,000,000 aggregate principal amount of Cebures in
the form of GDNs and (2) an offering to the public in Mexico of
Ps.9,325,000,000 aggregate principal amount of Cebures in the form of
global Cebures deposited with S.D. Indeval Institución para el Depósito
de Valores, S.A. de C.V., or Indeval.
GDNs
Number of GDNs ....................................
Each GDN represents Ps.100 in principal amount of Cebures deposited
with the Depositary.
Issue Price................................................
100% of the principal amount of the Cebures. The Issue Price was paid
either in Mexican pesos or in U.S. dollars. Purchasers electing to pay
in Mexican pesos were required to deliver such payment on the
settlement date through Euroclear or Clearstream. Purchasers electing
to pay in U.S. dollars (i) did so by delivering an amount of U.S. dollars
equivalent to the issue price of the GDNs based on an exchange rate of
Ps.12.6916 per U.S.$1.00, which was the “Intraday Spot” exchange rate
published by WM Reuters (WMCO Bloomberg screen) at the time of
pricing minus 0.01 Mexican pesos, and (ii) were required to settle
through Euroclear or Clearstream if they purchased GDNs under
Regulation S of the Securities Act or were required to settle through
The Depository Trust Company (“DTC”) if they purchased GDNs
under Rule 144A of the Securities Act. Such purchasers electing to pay
in U.S. dollars may have been subject to exchange rate volatility due to
transaction execution activities which may have been performed by an
affiliate of the Structuring Agent.
Issue Date ................................................
September 26, 2013
Maturity Date..........................................
September 12, 2024
Underlying Cebures................................
Ps.1,075,000,000 7.19% Certificados Bursátiles due 2024
Ratio.........................................................
One (1) GDN represents Ps.100 principal amount of Cebures. Each
purchase order was required to be made in a unit amount reflecting the
number of GDNs ordered.
Payments of Principal and Interest .......
All amounts due in respect of principal or interest (or other amounts
due) to GDN holders will be paid (after deduction of the fees and
expenses of the Depositary as set forth in the terms and conditions of
S-1
the GDNs) in U.S. dollars by the Depositary by converting the payment
amounts received by the Depositary in Mexican pesos into U.S. dollars
at the Payment Rate, upon the terms and conditions of the GDNs. The
Depositary’s fees will reduce the effective rate of interest that
purchasers will receive on Cebures held in the form of GDNs.
Payment Rate ..........................................
Subject to the terms and conditions of the GDNs, the exchange rate for
the conversion of Mexican pesos into U.S. dollars published as the
“FIX Determinado” rate by Banco de Mexico on its website (as of the
date hereof: http://www.banxico.org.mx) on the Mexican business day
immediately following the date on which the relevant Mexican pesos
are received by the Depositary (such Mexican business day, the
“Payment Calculation Date”). If such exchange rate is not reported by
Banco de Mexico on any relevant Payment Calculation Date, the
Payment Rate shall mean the lowest of the exchange rates quoted on
the relevant Payment Calculation Date at 1:30 P.M. New York City
time by three dealers capable of providing quotes for immediate
conversion of currency chosen by the Depositary (one of which may be
Citibank, N.A. or one of its affiliates).
Purchasers of the GDNs should be aware that the actual date upon
which cash payments of principal, interest and other amounts in respect
of the GDNs will be received by GDN holders will be later than the
date that cash payments by Petróleos Mexicanos are made on the
Cebures. Cash payments to GDN holders will be made promptly, but
will be delayed for a period not expected to exceed five business days
from the date such cash payments are received by the Custodian, for
holidays and to permit the Depositary to convert the peso amounts paid
by Petróleos Mexicanos into U.S. dollars in the Mexican spot market
prior to the transfer of such amounts to holders of the GDNs as
contemplated in the Listing Memorandum.
Additional Amounts ...............................
Petróleos Mexicanos has agreed with the Custodian and the Depositary,
for the benefit of the holders of Cebures in the form of GDNs, to pay
certain additional amounts in respect of Mexican withholding taxes.
See “Description of Tax Indemnification Agreement” for a description
of that agreement and the exceptions to Petróleos Mexicanos’
obligation to pay additional amounts. Holders of Cebures that are not
represented by GDNs will not be entitled to receive additional amounts.
Tax Redemption of Cebures ..................
If Petróleos Mexicanos becomes obligated to pay Additional Amounts
(as defined under “Description of Tax Indemnification Agreement”)
under the Tax Indemnification Agreement (as defined under
“Description of Tax Indemnification Agreement”) in excess of the
Additional Amounts that it would be obligated to pay if payments
(including payments of interest) on the Cebures held in the form of
GDNs were subject to withholding or deduction of Mexican
Withholding Taxes (as defined under “Description of Tax
Indemnification Agreement”) at a rate of 10% as a result of certain
changes in Mexican law, then, at the election of Petróleos Mexicanos,
the Cebures, whether or not in the form of GDNs, each may be
redeemed on any Interest Payment Date, as a whole series, but not in
part, at a price equal to 100% of the principal amount of the Cebures
being redeemed plus accrued and unpaid interest up to (but not
including) the date of such redemption and (in the case of any Cebures
S-2
represented by GDNs) any Additional Amounts due thereon. See
“Description of Global Depositary Notes—Suspension of GDN
Issuance; Tax Redemption.”
Cancellation and Withdrawal of
GDNs........................................................
As a holder, you will be entitled to present your GDNs to the
Depositary for cancellation and then receive the corresponding number
of underlying Cebures at the Custodian’s offices, provided that you pay
a fee to the Depositary. See “Description of Global Depositary
Notes—Fees and Charges.” Your ability to withdraw the Cebures may
be limited by U.S. and Mexican law considerations applicable at the
time of withdrawal.
Fees ..........................................................
The Depositary did not assess any charges on holders of GDNs in
connection with the initial distribution of the GDNs. The Depositary
will assess fees in connection with (1) certain payments on the GDNs,
(2) certain transfers of the GDNs and (3) cancellations of the GDNs in
exchange for Cebures. See “Description of Global Depositary Notes—
Fees and Charges.”
Governing Law .......................................
The terms and conditions of the GDNs are governed by New York state
law. Petróleos Mexicanos’ obligations under the Cebures and the Tax
Indemnification Agreement are governed by Mexican law, which may
be different from the laws in the United States, and the federal courts of
Mexico, Distrito Federal, Mexico, will have jurisdiction over any
actions relating to the Cebures. See “Risk Factors—The Cebures and
the Tax Indemnification Agreement are governed by Mexican law;
neither Petróleos Mexicanos nor the Guarantors have submitted to the
jurisdiction of courts outside of Mexico; PEMEX (as defined in the
Listing Memorandum) may claim some immunities under the Foreign
Sovereign Immunities Act and Mexican law, and your ability to recover
may be limited” in the Listing Memorandum.
Listing ......................................................
Application has been made to the Irish Stock Exchange for the GDNs
to be admitted to the Official List and trading on the Global Exchange
Market which is an exchange regulated market of the Irish Stock
Exchange. However, no assurances can be given that the application
will be approved.
Depositary ...............................................
Citibank, N.A.
Placement Facilitation Agents ...............
Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and
Morgan Stanley & Co. LLC.
Custodian.................................................
Banco Nacional de México, S.A., integrante del Grupo Financiero
Banamex.
Clearing Systems.....................................
Delivery of the GDNs was made in book-entry form only through the
facilities of The Depository Trust Company, or DTC, and its direct and
indirect participants, including Euroclear Bank S.A./N.V., as operator
of the Euroclear System, and Clearstream Banking, société anonyme.
Day Count Convention...........................
Accrued interest on the Cebures will be calculated on the basis of a
360-day year and the actual number of days elapsed in each interest
period.
Tax ...........................................................
The treatment of the GDNs is not entirely free from doubt; however
Petróleos Mexicanos and the Depositary intend to take the position that
S-3
the GDNs should be characterized as interests in the Cebures for
U.S. federal income tax purposes, and holders and beneficial owners of
GDNs agree to treat the GDNs as beneficial interests in the Cebures for
U.S. federal income tax purposes. For a discussion of the U.S. federal
income tax consequences of the acquisition, ownership and disposition
of the Cebures, see “Taxation—United States Federal Income
Taxation.”
GDN Codes..............................................
Rule 144A GDNs:
ISIN: US71654QBM33
CUSIP: 71654Q BM3
Regulation S GDNs:
ISIN: USP78625DC49
CUSIP: P78625 DC4
Cebures Code ..........................................
ISIN: MX95PE1X00H9
For a complete description of the GDNs, see “Description of Global Depositary Notes” in this GDN Supplement as
supplemented by the description of the underlying Cebures under “Description of the Cebures” in the Listing
Memorandum. For a complete description of the Tax Indemnification Agreement, see “Description of Tax
Indemnification Agreement” in this GDN Supplement.
S-4
RISK FACTORS
This section describes certain risks associated with investing in the Cebures and GDNs. You should
consult your financial and legal advisors about the risks of investing in the Cebures and GDNs. Each of Petróleos
Mexicanos, Citibank, N.A. and the placement facilitation agents disclaims any responsibility for advising you on
these matters.
Risk Factors Relating to PEMEX and the Cebures
See “Risk Factors” in the Listing Memorandum.
Risk Factors Relating to the GDNs
The Depositary will not give you notice of communications from Petróleos Mexicanos except in connection with
voting or solicitation of consents or an exchange, tender or similar offer with respect to the Cebures underlying the
GDNs, and only upon request of Petróleos Mexicanos or the Common Representative, as applicable.
The Depositary will be under no obligation to give you notice of any communication from Petróleos
Mexicanos or of any other matter concerning the affairs of Petróleos Mexicanos, except in connection with voting at
meetings or solicitation of consents of holders of Cebures, or in connection with an exchange offer, tender offer or
similar elective offer with respect to the Cebures, as described below. The Depositary will make available for
inspection by holders of the GDNs at its principal New York office any reports, communications and other
documents received by the Depositary or the Custodian from Petróleos Mexicanos or the Common Representative
(as defined in the Listing Memorandum) and which are made generally available to the holders of such Cebures by
Petróleos Mexicanos or the Common Representative. Therefore, you will be responsible to keep yourself informed
in respect of the Cebures and Petróleos Mexicanos.
The Depositary, upon request of Petróleos Mexicanos or the Common Representative, and to the extent
reasonably practicable, will take commercially reasonable efforts to distribute to holders of the GDNs any materials
received in respect of any meeting of holders of Cebures or any solicitation of consent of holders of Cebures and
will assist the holders of the GDNs to vote at such meetings or act in respect of such consent solicitations. The
Depositary will be under no obligation to distribute such materials or assist holders of the GDNs to vote at meetings
or act in respect of consent solicitations absent relevant request by Petróleos Mexicanos or the Common
Representative or if the taking of such actions by the Depositary is not reasonably practicable.
In the event of an exchange offer, tender offer or similar elective offer by Petróleos Mexicanos, the
Depositary will, at the request of Petróleos Mexicanos, use commercially reasonable efforts to make the terms of
such offer available to the holders of GDNs to the extent permitted by applicable law. However, the Depositary
shall not make any such exchange, tender or similar offer by Petróleos Mexicanos available to the holders of GDNs
if Petróleos Mexicanos does not request such offer be made available to the holders of GDNs or requests that such
offer not be made available to the holders of GDNs, or such offer may not be legally made available to the holders
of GDNs.
The Depositary will not take any action if a default in respect of the Cebures occurs.
In the event a default occurs in respect of the Cebures, the Depositary will not have any obligation to take
any action in respect of such default, except that, in the event the default continues, the Depositary will, at the
request of DTC, arrange for the cancellation of the GDNs and the registration of the corresponding Cebures in the
name of, and the delivery to, the applicable beneficial owners, subject in each case to receipt by the Depositary of
required documentation and payment from the applicable beneficial owners of the fees of the Depositary and any
transfer and registration fees and taxes, and any expenses incurred by the Depositary. Therefore, if a default in
respect of the Cebures occurs, you will be responsible to enforce the Cebures, through the Common Representative.
See “Enforceability” and “Risk Factors—The duties and responsibilities of the Common Representative are not as
developed as in other jurisdictions” in the Listing Memorandum.
S-5
Holders of GDNs may not be indemnified for certain taxes and other amounts imposed as a result of the Custodian’s
failure to withhold, deduct or pay Mexican Withholding Taxes.
Holders of GDNs may not be indemnified for taxes, interest, penalties or similar amounts that are imposed
as a result of the Custodian’s failure to withhold or deduct Mexican Withholding Taxes (as defined under
“Description of Tax Indemnification Agreement”) or pay Mexican Withholding Taxes to the relevant taxing
authority or other authority, or comply with any applicable information reporting, documentation or similar
requirements on a timely basis in accordance with applicable law. See “Description of Tax Indemnification
Agreement” in this GDN Supplement.
There is no established trading market for the GDNs and the price at which the GDNs will trade in the secondary
market is uncertain.
The GDNs are a new issue of securities with no established trading market. Although an application has
been made to the Irish Stock Exchange for the GDNs to be admitted to the Official List and trading on the Global
Exchange Market, which is an exchange regulated marked of the Irish Stock Exchange, no assurances can be given
that the application will be approved. Additionally, Petróleos Mexicanos has been advised by the placement
facilitation agents that they intend to make a market in the GDNs, which is expected to lead to an increase in the
liquidity of the GDNs and/or the underlying Cebures, but they are not obligated to do so. No assurance can be given
as to the liquidity of the trading market for the GDNs. The price at which the GDNs will trade in the secondary
market is uncertain.
A depreciation in the value of the Mexican peso will adversely affect the payments of principal of and interest on the
GDNs and other amounts in U.S. dollar terms.
Petróleos Mexicanos will make payments of principal of and interest on the Cebures and other amounts in
Mexican pesos, as the Cebures are securities denominated in Mexican pesos. Currency exchange rates between the
Mexican peso and the U.S. dollar can be volatile and unpredictable. A depreciation in the value of the Mexican peso
as compared to the U.S. dollar will decrease the U.S. dollar value of the amounts payable, as principal or interest, in
respect of the Cebures and the market value of the Cebures in U.S. dollars, which in turn could adversely affect
holders of GDNs who will receive payments in U.S. dollars pursuant to the foreign currency conversion mechanism
described under “Description of Global Depositary Notes – Foreign Currency Conversion” in this GDN Supplement.
Purchasers of the GDNs who elected to pay the issue price in U.S. dollars may have been subject to foreign
exchange risk at the time of pricing due to certain transaction execution activities which may have been performed
by the Structuring Agent.
Purchasers of the GDNs had the option to make payment of the issue price for the GDNs in either Mexican
pesos or U.S. dollars and had to indicate their intended currency of payment to the Placement Facilitation Agent
with whom they were dealing when placing their order, which decision was irrevocable when made. Purchasers
who elected to pay in U.S. dollars (i) did so by delivering an amount of U.S. dollars equivalent to the issue price of
the GDNs based on an exchange rate of Ps.12.6916 per U.S.$1.00, which was the “Intraday Spot” exchange rate
published by WM Reuters (WMCO Bloomberg screen) at the time of pricing on the date hereof minus 0.01 Mexican
pesos, and (ii) were required to settle through Euroclear or Clearstream if they purchased GDNs under Regulation S
of the Securities Act or were required to settle through The Depository Trust Company (“DTC”) if they purchased
GDNs under Rule 144A of the Securities Act. Such purchasers electing to pay in U.S. dollars may have been
subject to exchange rate volatility due to transaction execution activities which may have been performed by an
affiliate of the Structuring Agent.
Exchange and transfer controls could affect the Mexican peso/U.S. dollar exchange rate and the ability of the
Depositary to convert amounts due to GDN holders from Mexican pesos to U.S. dollars on the GDNs.
Since 1982, the Mexican peso has floated freely against the U.S. dollar, and no restrictions currently exist
on the purchase of foreign currency with Mexican pesos. The Mexican peso/U.S. dollar exchange rate fluctuates
based on market conditions, although Banco de México, the central bank of Mexico, from time to time intervenes in
the foreign exchange market to reduce volatility in the value of the Mexican peso against the U.S. dollar. The
Mexican Government currently does not restrict, and for many years has not restricted, the ability of Mexican or
S-6
foreign persons or entities to convert Mexican pesos into U.S. dollars or other foreign currencies. Any restrictive
exchange controls imposed in the future could impair the ability to exchange Mexican pesos for U.S. dollars or other
foreign currency and/or the ability to transfer Mexican pesos or foreign currency outside Mexico as well as cause the
value of the Mexican peso to depreciate against the U.S dollar or other currencies.
If any such exchange controls become effective, the Depositary may not be able to convert any amounts
due in respect of principal or interest (or other amounts due) to GDN holders into U.S. dollars, which would have a
material adverse effect on the investment made by GDN holders and the value of the GDNs.
S-7
DESCRIPTION OF GLOBAL DEPOSITARY NOTES
Citibank, N.A. is the Depositary for the GDNs. Citibank’s depositary offices are located at 388 Greenwich
Street, New York, New York 10013. GDNs are represented by certificates that are commonly known as Global
Depositary Receipts or GDRs. The GDNs sold in the United States are referred to and were issued as “Restricted
GDNs” and the GDNs sold outside the United States are referred to and were issued as “International GDNs.” In
this summary we intend to use the term “GDNs” to refer to the Restricted GDNs and to the International GDNs.
Unless we otherwise state, you should assume that the term “GDNs” encompasses both Restricted GDNs and
International GDNs. GDNs represent ownership interests in securities that are on deposit with the Depositary.
The Depositary has appointed a custodian to safekeep the securities on deposit. In this case, the custodian
is Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex (the “Custodian”), having its
principal office at Bosques de Duraznos No. 75, Piso 14, Ala A, Colonia Bosques de las Lomas, CP 11700, Mexico,
Distrito Federal, Mexico.
The Restricted GDNs are represented by one or more restricted GDRs (the “Restricted GDRs”). The
International GDNs are represented by one or more international GDRs (the “International GDRs”, and together
with the Restricted GDRs, the “GDRs”). Each of the Restricted GDRs and International GDRs contain the terms
and conditions of the GDNs it represents (the “Terms and Conditions”), which Terms and Conditions form the
agreement between the Depositary and the holders and beneficial owners of GDNs. A copy of the form of each
GDR, including the relevant Terms and Conditions, may be obtained from the Depositary at 388 Greenwich Street,
New York, New York 10013. This is a summary description of the material terms of the GDNs and of your material
rights as an owner of GDNs. Please remember that summaries by their nature lack the precision of the information
summarized and that the rights and obligations of an owner of GDNs will be determined by reference to the terms of
the applicable GDR and not by this summary. We urge you to review the GDRs in their entirety.
The GDNs represent securities denominated in Mexican pesos and are issued in increments representing
minimum denominations of one hundred (100) Mexican pesos and integral multiples thereof. The GDNs represent
an equal amount of Cebures on deposit with the Custodian. The Depositary shall not accept for deposit Cebures in
the aggregate principal amount of less than one hundred (100) Mexican pesos thereof, nor shall the Depositary
accept for surrender GDNs representing less than one hundred (100) Mexican pesos in aggregate principal amount
of Cebures. A GDN also represents the right to receive any other property received by the Depositary or the
Custodian on behalf of the owners of the GDNs but that has not been distributed to the owners of GDNs because of
legal restrictions or practical considerations. All payments made by the Depositary in respect of the GDNs to
holders shall be in U.S. dollars, except as described under “— Foreign Currency Conversion” below.
Petróleos Mexicanos, the issuer of the Cebures, is not a party to the GDRs or the Terms and Conditions.
Petróleos Mexicanos has not assumed any responsibilities to holders or beneficial owners, the Depositary or the
Custodian in respect of the GDNs other than pursuant to the Tax Indemnification Agreement (see “Description of
Tax Indemnification Agreement” in this GDN Supplement).
If you become an owner of GDNs, you will become a party to the Terms and Conditions contained in the
applicable GDR and therefore will be bound to the Terms and Conditions. The Terms and Conditions specify your
rights and obligations as an owner of GDNs and those of the Depositary. As a GDN owner you appoint the
Depositary to act on your behalf for the Cebures represented by your GDNs. The Terms and Conditions are
governed by New York law. Petróleos Mexicanos’ obligations under the Cebures shall be governed by the terms of
the Cebures set forth in the form of the security and Mexican law, which may be different from terms applicable to
securities issued in markets other than Mexico, and which laws differ in substance and consequences from the laws
in the United States.
In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain
regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting
requirements and obtaining such approvals. None of the Depositary, the Custodian or any of their respective agents
or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting requirements or
obtain such regulatory approvals under applicable laws and regulations.
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Presently, you may hold your GDNs only through a brokerage or safekeeping account. As such, you must
rely on the procedures of your broker or bank to assert your rights as a GDN owner. Please consult with your broker
or bank to determine what those procedures are. When we refer to “you”, we assume the reader owns GDNs and
will own GDNs at the relevant time. When we refer to a “holder” we assume the person owns GDNs and such
person’s agent (i.e., broker, custodian, bank, trust company) is the holder of the applicable GDR.
Distinctions between “Restricted GDNs” and “International GDNs”
The Restricted GDNs and the International GDNs are similar in many ways but are different primarily on
account of the requirements of the U.S. securities laws. The Restricted GDNs are “restricted securities” under the
U.S. securities laws and as such are subject to limitations on their issuance, transfer and cancellation. The
International GDNs are not per se “restricted securities” under the U.S. securities laws, but certain contractual
restrictions have been imposed on the International GDNs in an effort to prevent the transfer of International GDNs
in violation of the U.S. securities laws.
The differences between the International GDNs and the Restricted GDNs and the restrictions imposed on
the Restricted GDNs and the International GDNs cover primarily the following:




The venue for trading the GDNs:
-
the International GDNs may be traded only outside the United States, and
-
the Restricted GDNs may only be traded among “Qualified Institutional Buyers” (as
defined in Rule 144A of the Securities Act, “Rule 144A”).
The persons who may own and trade the GDNs:
-
only “Qualified Institutional Buyers” (as defined in Rule 144A) and persons other than
“U.S. persons” (as defined in Regulation S of the Securities Act, “Regulation S”) located
outside the United States may own and trade Restricted GDNs, and
-
only persons other than U.S. persons (as defined in Regulation S) located outside the
United States may own and trade the International GDNs and only outside the United
States.
The persons who may create additional GDNs:
-
only “Qualified Institutional Buyers” (as defined in Rule 144A) and persons other than
“U.S. persons” (as defined in Regulation S) located outside the United States may deposit
Cebures to receive Restricted GDNs, and
-
only persons other than “U.S. persons” (as defined in Regulation S) located outside the
United States may deposit Cebures to receive International GDNs.
The persons to whom you may transfer the GDNs, upon sale or otherwise:
-
you may transfer Restricted GDNs only to “Qualified Institutional Buyers” (as defined in
Rule 144A) or in an offshore transaction (in compliance with Regulation S) to persons
other than “U.S. persons” (as defined in Regulation S), and
-
you may transfer the International GDNs only in an offshore transaction (in compliance
with Regulation S) and to persons other than “U.S. persons” (as defined in Regulation S)
or to “Qualified Institutional Buyers” (as defined in Rule 144A) but in this latter case
only after “converting” the International GDNs into Restricted GDNs.
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
The restrictions on the transfers and withdrawal of the Cebures represented by the GDNs.
-

Please refer to “—Legends” below.
The eligibility for book-entry transfer.
-
Please refer to “—Settlement and Safekeeping” below.
These distinctions and the requirements of the U.S. securities laws may require the Depositary to treat the
International GDNs and the Restricted GDNs differently at any time in the future. There can be no guarantee that
holders of Restricted GDNs will receive the same entitlements as holders of International GDNs and vice versa.
Mexican Restrictions Applicable to GDNs
The GDNs have not been registered with, or approved by, the Comisión Nacional Bancaria y de Valores
(the “Mexican National Banking and Securities Commission”) and, consequently, may not be offered publicly in
Mexico. In addition, the GDNs may not be offered or sold to any Mexican person or entity or to any person or
entity residing in Mexico.
When depositing Cebures you will be required to represent and agree that you are not a Mexican person or
entity and you are not residing in Mexico, and you are not acting on behalf of a Mexican person or entity or a person
residing in Mexico.
Settlement and Safekeeping
Restricted GDNs
The Depositary has made arrangements with The Depository Trust Company (“DTC”) to act as securities
depository for the Restricted GDNs. All Restricted GDNs issued in this offering were registered in the name of
Cede & Co. (DTC’s nominee). One master Restricted GDR represents all Restricted GDNs issued to and registered
in the name of Cede & Co. Transfers of ownership interests in Restricted GDNs are to be accomplished by entries
made on the books of DTC and of the participants in DTC acting on behalf of Restricted GDN owners. Owners of
Restricted GDNs will not receive certificates representing their ownership interests in the Restricted GDNs, except
in the event that a successor securities depository cannot be appointed.
DTC may discontinue providing its services as securities depository with respect to the Restricted GDNs at
any time by giving reasonable notice to the Depositary. Under such circumstances, in the event that a successor
securities depository cannot be appointed, Restricted GDRs will be printed and delivered to the applicable Restricted
GDN owners.
International GDNs
The Depositary has made arrangements with DTC, Euroclear and Clearstream to act as securities
depositories for the International GDNs. All International GDNs issued in this offering were registered in the name
of Cede & Co. (DTC’s nominee). One master International GDR represents all International GDNs issued to and
registered in the name of Cede & Co. Transfers of ownership interests in International GDNs are to be
accomplished by entries made on the books of DTC, Euroclear and Clearstream and of participants in DTC,
Euroclear and Clearstream, acting in each case on behalf of International GDN owners. Owners of International
GDNs will not receive certificates representing their ownership interests in the International GDNs, except in the
event that use of the relevant book-entry system for the International GDNs is discontinued and a successor bookentry system cannot be appointed.
DTC, Euroclear and Clearstream may discontinue providing their services as securities depositories with
respect to the International GDNs at any time by giving reasonable notice to the Depositary. Under such
circumstances, in the event that a successor securities depository can not be appointed, International GDRs will be
printed and delivered to the applicable International GDN owners.
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Transfer Restrictions
The GDNs may be resold, pledged or otherwise transferred only in compliance with the U.S. securities
laws and are subject to the following restrictions:
Restrictions upon the transfer of
Restricted GDNs
International GDNs
The Restricted GDNs may be resold, pledged or otherwise
transferred only:
(i)
International GDNs may be resold, pledged or otherwise
transferred only:
in an offshore transaction to a person
other than a U.S. person (as defined in
Regulation S) in accordance with
Regulation S;
(i)
or
(ii)
or
to a “Qualified Institutional Buyer” (as
defined in Rule 144A) in a transaction
meeting the requirements of Rule 144A;
or
(iii)
in an offshore transaction to a person other
than a U.S. person (as defined in
Regulation S) in accordance with
Regulation S;
pursuant to another exemption from
registration under the U.S. Securities Act
of 1933, if available.
(ii)
to a “Qualified Institutional Buyer” (as
defined in Rule 144A) in a transaction
meeting the requirements of Rule 144A.
If the International GDNs are transferred to a “Qualified
Institutional Buyer” in a transaction meeting the
requirements of Rule 144A, the transferor is required to
convert the International GDNs into Restricted GDNs and
make delivery of the Restricted GDNs to the transferee.
Restrictions upon the deposit of Cebures
Restricted GDNs
International GDNs
Cebures will be accepted for deposit only if delivered by, or
on behalf of, a person that is:
Cebures will be accepted for deposit only if delivered by, or
on behalf of, a person that is:
(a)
(a)
not Petróleos Mexicanos or an affiliate of
Petróleos Mexicanos, or a person acting on behalf
of Petróleos Mexicanos or an affiliate of Petróleos
Mexicanos,
and
(b)
and
(i) a “Qualified Institutional Buyer” (as defined in
Rule 144A), or (ii) a person other than a
“U.S. Person” (as defined in Regulation S) located
outside the United States,
(b)
not a Mexican person or entity, a person or entity
that is a resident of Mexico, or a person or entity
acting on behalf of a Mexican person or entity or a
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a person other than a “U.S. Person” (as defined in
Regulation S) located outside the United States,
and
(c)
and
(c)
not Petróleos Mexicanos or an affiliate of Petróleos
Mexicanos, or a person acting on behalf of
Petróleos Mexicanos or an affiliate of Petróleos
Mexicanos,
not a Mexican person or entity, a person or entity
that is a resident of Mexico, or a person or entity
acting on behalf of a Mexican person or entity or a
resident of Mexico.
Restricted GDNs
International GDNs
resident of Mexico.
Restrictions upon the withdrawal of Cebures
Restricted GDNs
International GDNs
Cebures may be withdrawn only by:
(i)
a person other than a “U.S. Person” (as
defined in Regulation S) located outside the
United States who will be the beneficial
owner of the Cebures upon withdrawal;
Cebures may be withdrawn only by a person other than a
“U.S. Person” (as defined in Regulation S) located outside
the United States who:
(i)
will be the beneficial owner of the
Cebures upon withdrawal and agrees to
observe the transfer restrictions applicable
to International GDNs in respect of the
Cebures so withdrawn, or has sold the
Cebures outside the United States to a
person other than a U.S. Person (as
defined in Regulation S) in an offshore
transaction, or
(ii)
has sold the Cebures to a “Qualified
Institutional Buyer” (as defined in
Rule 144A) in which case delivery will be
made in the form of Restricted GDNs.
or
(ii)
a “Qualified Institutional Buyer” (as defined
in Rule 144A) who
(x)
has sold the Cebures to another
“Qualified Institutional Buyer” (as
defined in Rule 144A) in a transaction
meeting the requirements of Rule 144A,
or to a person other than a “U.S. Person”
(as defined in Regulation S) located
outside the United States in accordance
with Regulation S,
or
(y)
will be the beneficial owner of the
Cebures and agrees to observe the
transfer restrictions applicable to
Restricted GDNs in respect of the
Cebures so withdrawn.
Distributions upon Cebures
As a holder, you generally have the right to receive any distributions of cash (including, without limitation,
payments of interest and principal), securities or other property received by the Custodian or the Depositary with
respect to the Cebures, after deduction, or upon payment, of the fees and expenses of the Depositary described in the
Terms and Conditions, and the withholding and/or gross-up of any taxes in respect thereof. Your receipt of these
distributions may be limited, however, by practical considerations and legal limitations. Holders will receive such
distributions under the Terms and Conditions in proportion to the number of GDNs held as of a specified record
date. See “Foreign Currency Conversion” below for a description of how distributions received in foreign currency
will be converted into U.S. dollars. Conversions of foreign currency into U.S. dollars may not occur if restrictions
on convertibility and repatriation are enacted or adopted.
Purchasers of the GDNs should be aware that the actual date upon which cash payments of principal,
interest and other amounts in respect of the GDNs will be received by GDN holders will be later than the date that
cash payments by Petróleos Mexicanos are made on the Cebures. Cash payments to GDN holders will be made
promptly, but will be delayed for a period not expected to exceed five business days from the date such cash
payments are received by the Custodian, for holidays and to permit the Depositary to convert the peso amounts paid
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by Petróleos Mexicanos into U.S. dollars in the Mexican spot market prior to the transfer of such amounts to holders
of the GDNs as contemplated in the Listing Memorandum.
Changes and Offers Affecting Cebures
The Cebures held on deposit for your GDNs are subject to change from time to time. For example, there
may be a change in the stated principal amount, aggregate number of Cebures issued, currency of payment or any
reclassification or restructuring of Cebures, amendment of the terms of the Cebures, a redemption of the Cebures or
a mandatory exchange of the Cebures. If any such change were to occur, your GDNs would, to the extent permitted
by law, represent the right to receive the property received or exchanged in respect of the Cebures held on deposit.
If the Depositary may not lawfully distribute such property to you, the Depositary may sell such property and
distribute the net proceeds to you as in the case of a cash distribution. Upon any such change, the Depositary shall
give notice to you thereof.
If the Cebures represented by GDNs are the subject of an exchange offer, tender offer or similar elective
offer by Petróleos Mexicanos, the Depositary will cooperate with Petróleos Mexicanos, and will, at the request of
Petróleos Mexicanos, use commercially reasonable efforts to make the terms of such offer available to the holders of
GDNs to the extent permitted by applicable law. The Depositary shall not make any exchange, tender or similar
offer by Petróleos Mexicanos available to holders of GDNs if Petróleos Mexicanos does not request such offer be
made available to holders of GDNS or requests that such offer not be made available to GDN holders, or such offer
may not be legally made available to holders of GDNs.
Issuance of GDNs upon Deposit of Cebures
Subject to the limitations set forth in the Terms and Conditions, the Depositary may create GDNs on your
behalf if you or your broker deposit Cebures with the Custodian. The Depositary will deliver these GDNs to the
person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the
transfer of the Cebures to the Custodian and you provide the applicable deposit instructions and certifications. Your
ability to deposit Cebures and receive GDNs may be limited by U.S. and Mexican legal considerations applicable at
the time of deposit.
The Depositary will refuse to accept Cebures for deposit if such deposit would be a violation of the Terms
and Conditions or whenever it is notified in writing that such deposit would result in any violation of applicable
laws, including ownership restrictions under Mexican laws.
The issuance of GDNs may be delayed until the Depositary or the Custodian receives confirmation that all
required approvals have been given and that the Cebures have been duly transferred to the Custodian. The
Depositary will only issue GDNs in whole numbers.
When you make a deposit of Cebures, you will be responsible for transferring good and valid title to the
Depositary. As such, you will be deemed to represent and warrant that:

the Cebures are duly authorized, validly issued and outstanding and fully paid, and have been
legally obtained.

you are duly authorized to deposit the Cebures.

the Cebures presented for deposit are free and clear of any lien, encumbrance, security interest,
charge, mortgage or adverse claim and, in the case of a deposit of Cebures in exchange for
International GDNs, are not, and the International GDNs issuable upon such deposit will not be,
“restricted securities” (as defined under the Securities Act).

the Cebures presented for deposit have not been stripped of any rights or entitlements.
If any of the representations or warranties are incorrect in any way, the Depositary may, at your cost and
expense, take any and all actions necessary to correct the consequences of the misrepresentations.
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The Depositary will cease to accept Cebures for deposit and will suspend the issuance of GDNs upon
receiving notice from Petróleos Mexicanos that certain contingencies specified in the Tax Indemnification
Agreement have occurred (see “Suspension of GDN Issuance” below).
When you deposit Cebures to receive Restricted GDNs, you will be required to provide the Depositary
with a deposit certification stating, inter alia, that:

you acknowledge that the Cebures and the Restricted GDNs have not been and will not
be registered under the Securities Act or with any securities regulatory authority in any
state or other jurisdiction in the United States and that the Cebures and the Restricted
GDNs are subject to limitations on offer, sale, pledge or other transfer as described in the
Restricted GDR; and

you are not Petróleos Mexicanos or an “affiliate” of Petróleos Mexicanos and you are not
acting on behalf of Petróleos Mexicanos or one of its “affiliates;” and

you are not a Mexican person or entity and you are not residing in Mexico, and you are
not acting on behalf of a Mexican person or entity or a person or entity residing in
Mexico; and

you acquired the Cebures being deposited for investment purposes without a view of
distributing the Cebures or Restricted GDNs in the United States or to U.S Persons (as
defined in Regulation S); and

you are, or are acting on behalf of, (i) a “Qualified Institutional Buyer” (as defined in
Rule 144A), or (ii) a person other than a U.S. Person (as defined in Regulation S) located
outside the United States; and

you agree, as the owner of the Restricted GDNs, to offer, sell, pledge and otherwise
transfer the Restricted GDNs or the Cebures represented by the Restricted GDNs in
accordance with the applicable U.S. state securities laws and only:
(a)
to a “Qualified Institutional Buyer” (as defined in Rule 144A) in a transaction
meeting the requirements of Rule 144A, or
(b)
in an offshore transaction to a person other than a “U.S. Person” (as defined in
Regulation S) in accordance with Regulation S, or
(c)
pursuant to another exemption from registration under the U.S. Securities Act of
1933.
A copy of the form of deposit certification for Restricted GDNs may be obtained from the Depositary upon
request.
When you deposit Cebures to receive International GDNs, you will be required to provide the Depositary
with a deposit certification stating, inter alia, that:

you acknowledge that the Cebures and the International GDNs have not been and will not
be registered under the Securities Act or with any securities regulatory authority in any
state or other jurisdiction in the United States and that the Cebures and the International
GDNs are subject to limitations on offer, sale, pledge or other transfer as described in the
International GDR; and

you are not Petróleos Mexicanos or an “affiliate” of Petróleos Mexicanos and you are not
acting on behalf of Petróleos Mexicanos or one of its “affiliates;” and
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
you are, or are acting on behalf of, a person other than a U.S. Person (as defined in
Regulation S), located outside the U.S. and acquired the Cebures to be deposited outside
the U.S.; and

you are not a Mexican person or entity and you are not residing in Mexico, and you are
not acting on behalf of a Mexican person or entity or a person or entity residing in
Mexico; and

you agree, as the owner of the International GDNs, to offer, sell, pledge and otherwise
transfer the International GDNs or the Cebures represented by the International GDNs in
accordance with the applicable U.S. state securities laws only:
(a)
in an offshore transaction meeting the requirements of Regulation S to a person
other than a “U.S. Person” (as defined in Regulation S), or
(b)
to a “Qualified Institutional Buyer” (as defined in Rule 144A) in a transaction
meeting the requirements of Rule 144A, in which case you are required to
“convert” the International GDNs into Restricted GDNs prior to making
delivery to the transferee.
A copy of the form of deposit certification for International GDNs may be obtained from the Depositary
upon request.
Withdrawal of Cebures Upon Cancellation of GDNs
Subject always to the withdrawal of deposited property being permitted under Mexican laws and
regulations, as a holder, you will be entitled to present your GDNs to the Depositary for cancellation and then
receive the corresponding number of underlying Cebures at the Custodian’s offices. Your ability to withdraw the
Cebures may be limited by U.S. and Mexican law considerations applicable at the time of withdrawal.
In order to withdraw the Cebures represented by your GDNs, you will be required to pay to the Depositary
the fees for cancellation of GDNs and any charges and taxes payable upon the transfer of the Cebures being
withdrawn and you will be required to provide to the Depositary the applicable withdrawal instructions and
certifications. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the
GDNs will not have any rights under the corresponding Terms and Conditions or the Tax Indemnification
Agreement or be valid or enforceable against the Depositary for any purpose.
If you hold a GDR registered in your name, the Depositary may ask you to provide proof of identity and
genuineness of any signature and such other documents as the Depositary may deem appropriate before it will
cancel your GDNs. The withdrawal of the Cebures represented by your GDNs may be delayed until the Depositary
receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the
Depositary will only accept GDNs for cancellation that represent authorized denominations of Cebures (i.e., Ps. 100
principal amount) on deposit.
When you request the withdrawal of the Cebures represented by your Restricted GDNs, you will be
required to provide the Depositary with a withdrawal certification stating, inter alia, that:

you acknowledge that the Cebures and the Restricted GDNs have not been and will not
be registered under the Securities Act or with any securities regulatory authority in any
state or other jurisdiction in the United States and that the Cebures and the Restricted
GDNs are subject to limitations on offer, sale, pledge or other transfer as described in the
Restricted GDR; and

you certify that:
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(X)
you are, or are acting on behalf of, a “Qualified Institutional Buyer” (as defined
in Restricted) who is the beneficial owner of the Restricted GDNs presented for
cancellation, and
(A)
(B)
either
(i)
you have sold or agreed to sell the Cebures to a person other
than a “U.S. Person” (as defined in Regulation S) located
outside the United States in accordance with Regulation S, or
(ii)
you have sold or agreed to sell the Cebures to a “Qualified
Institutional Buyer” (as defined in Rule 144A) in a transaction
meeting the requirements of Rule 144A who agrees to observe
the transfer restrictions applicable to Restricted GDNs in
respect of the Cebures so withdrawn, or
(iii)
you (or the person on whose behalf you are acting) will be the
beneficial owner of the Cebures upon withdrawal and you (or
the person on whose behalf you are acting) will sell the
Cebures only
(a)
to another Qualified Institutional Buyer (as defined in
Rule 144A) in a transaction meeting the requirements
of Rule 144A, or
(b)
in an offshore transaction to a person other than a
“U.S. Person” (as defined in Regulation S) in
accordance with Regulation S, or
(c)
pursuant to another exemption from registration
under the U.S. Securities Act of 1933; and
you (or the person on whose behalf you are acting) will not deposit the
Cebures in any Depositary receipts facility that is not a “restricted”
Depositary receipts facility;
OR
(Y)
you are a person other than a “U.S. Person” (as defined in Regulation S) located
outside the United States and you acquired or agreed to acquire the Cebures
outside the United States and will be the beneficial owner of the Cebures upon
withdrawal.
A copy of the form of withdrawal certification for Restricted GDNs may be obtained from the Depositary
upon request.
When you request the withdrawal of the Cebures represented by your International GDNs, you will be
required to provide the Depositary with a withdrawal certification stating, inter alia, that:

you acknowledge that the Cebures and the International GDNs have not been and will not
be registered under the U.S. Securities Act of 1933 or with any securities regulatory
authority in any state or other jurisdiction in the United States and that the Cebures and
the International GDNs are subject to limitations on offer, sale, pledge or other transfer as
described in the International GDR; and

you certify that you are, or are acting on behalf of, a person other than a “U.S. Person”
(as defined in Regulation S) who is located outside the U.S. and acquired the
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International GDNs outside the U.S. and is the beneficial owner of the International
GDNs presented for cancellation, and
(A)
(B)
either
(i)
you (or the person on whose behalf you are acting) will be the
beneficial owner of the Cebures upon withdrawal and you (or
the person on whose behalf you are acting) will sell the
Cebures only in an offshore transaction to a person other than
a “U.S. Person” (as defined in Regulation S) in accordance
with Regulation S, or
(ii)
you have sold or agreed to sell the Cebures in an offshore
transaction to a person other than a “U.S. Person” (as defined
in Regulation S) in accordance with Regulation S, or
you have sold or agreed to sell the Cebures to a “Qualified Institutional
Buyer” (as defined in Rule 144A) in a transaction meeting the
requirements of Rule 144A, and will make delivery thereof in the form
of Restricted GDNs.
Suspension of GDN Issuance; Tax Redemption
Suspension of GDN Issuance
The Depositary has agreed with Petróleos Mexicanos in the Tax Indemnification Agreement that it will
cease to accept Cebures for deposit and will suspend the issuance of GDNs upon delivery of a written notice by
Petróleos Mexicanos to the Custodian and the Depositary certifying that Petróleos Mexicanos reasonably believes
that (i) it will become obligated to pay Additional Amounts (as defined under “Description of Tax Indemnification
Agreement” in this GDN Supplement) under the Tax Indemnification Agreement in excess of the Additional
Amounts that it would be obligated to pay if payments (including payments of interest) on the Cebures and/or the
GDNs to holders and beneficial owners of GDNs were subject to withholding or deduction of Mexican Withholding
Taxes (as defined under “Description of Tax Indemnification Agreement” in this GDN Supplement) at the rate of
10% as a result of any change in, amendment to, or lapse of, the laws, regulations or rulings of Mexico or any
political subdivision or any taxing authority thereof or therein affecting taxation, or any change in, or amendment to,
an official interpretation or application of such laws, regulations or rulings, which change or amendment becomes
effective on or after September 26, 2013, and (ii) the obligation referred to in clause (i) above cannot be avoided by
Petróleos Mexicanos taking reasonable measures available to it.
Tax Redemption
The terms of the Cebures (as described in the Listing Memorandum) provide that the Cebures, whether or
not represented by GDNs, are, as a whole series and not in part, subject to redemption on any interest payment date
for the Cebures, at the election of Petróleos Mexicanos upon not less than 30 and not more than 60 days notice, at a
price equal to the sum of (a) 100% of the principal amount of the Cebures, (b) accrued and unpaid interest thereon
up to but not including the date fixed for redemption (the “Tax Redemption Date”) and (c) in the case of Cebures
represented by GDNs, any Additional Amounts (as defined under “Description of Tax Indemnification Agreement”
in this GDN Supplement) which would otherwise be payable on the Cebures represented by GDNs with respect to
the amounts described in clauses (a) and (b) (together, the “Tax Redemption Price”), if (i) Petróleos Mexicanos
certifies to the Common Representative (as defined under “Description of Cebures” in the Listing Memorandum)
and the Depositary immediately prior to the giving of such notice that Petróleos Mexicanos or a Guarantor has or
will become obligated to pay Additional Amounts under the Tax Indemnification Agreement in excess of the
Additional Amounts that it would be obligated to pay if payments (including payments of interest) on the Cebures
held in the form of GDNs were subject to withholding or deduction of Mexican Withholding Taxes (as defined
under “Description of Tax Indemnification Agreement” in this GDN Supplement) at the rate of 10% as a result of
any change in, amendment to, or lapse of, the laws, regulations or rulings of Mexico or any political subdivision or
any taxing authority thereof or therein affecting taxation, or any change in, or amendment to, an official
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interpretation or application of such laws, regulations or rulings, which change or amendment becomes effective on
or after September 26, 2013 and (ii) prior to the publication of any notice of redemption, Petróleos Mexicanos shall
deliver to the Common Representative and the Depositary an officer’s certificate stating that the obligation referred
to in clause (i) above cannot be avoided by Petróleos Mexicanos taking reasonable measures available to it, and
Common Representative and the Depositary shall be entitled to accept such certificate as sufficient evidence of the
satisfaction of the condition precedent set out in clause (i) above in which event it shall be conclusive and binding
on the holders and beneficial owners of the Cebures (whether or not represented by GDNs at such time); provided
that (1) no such notice of redemption will be given earlier than 90 days prior to the earliest date on which Petróleos
Mexicanos would be obligated but for such redemption to pay such Additional Amounts pursuant to the Tax
Indemnification Agreement (if a payment in respect of the GDNs were then due), and (2) at the time such notice is
given, such obligation to pay such Additional Amounts remains in effect. For the avoidance of doubt, in the case of
redemption of Cebures represented by GDNs, a holder’s ability to present its GDNs to the Depositary and withdraw
the underlying Cebures as described under “—Withdrawal of Cebures Upon Cancellation of GDNs” above, shall not
be restricted prior to the Tax Redemption Date as a result of Petróleos Mexicanos exercising its right to redeem any
outstanding GDNs. See “Description of the Cebures—Redemption—Tax Redemption” in the Listing Memorandum
All payments made by Petróleos Mexicanos under the Cebures, including the Tax Redemption Price, will
be made in Mexican pesos, and, in the case of Cebures represented by GDNs, will be converted by the Depositary
into U.S. dollars, upon the terms described in “—Foreign Currency Conversion” below, and will be distributed by
the Depositary to holders of GDNs upon the terms described in “—Distributions upon Cebures” above.
Notices/Voting/Default/Consent Rights
The Depositary shall be under no obligation to give you notice of any communication from Petróleos
Mexicanos or of any other matter concerning the affairs of Petróleos Mexicanos, except as described herein. The
Depositary shall make available for inspection by holders of the GDNs at its principal New York office certain
reports and communications received by the Depositary or the Custodian as the holders of the Cebures represented
by GDNs and other documentation made generally available to the holders of such Cebures by Petróleos Mexicanos.
Such reports, communications and documentation will be available in the language in which they are received.
The Depositary will take commercially reasonable efforts to (x) distribute to holders of GDNs any
materials received in respect of any meeting of holders of Cebures or any solicitation of consent of holders of
Cebures (in the language received by the Depositary and without any obligation to translate any such materials), and
(y) assist holders of GDNs to vote at such meeting or act in respect of such consent solicitation, provided that
(i) Petróleos Mexicanos or the Common Representative timely requests that the Depositary or the Custodian, as the
case may be, take such actions and (if so requested by the Depositary) undertakes to reimburse the Depositary or the
Custodian, as the case may be, for any and all expenses incurred in connection with such actions, (ii) such actions
are not prohibited by law, and (iii) such actions by the Depositary are reasonably practicable. The Depositary shall
not have any obligation to so distribute materials or assist holders of GDNs to vote at meetings or act in respect of
consent solicitations in the absence of such request and undertaking or if such actions are not permitted by
applicable laws, or if the taking of such actions by the Depositary is not reasonably practicable. In the absence of
instructions from holders of GDNs, the Cebures will not be voted by the Depositary at meetings of holders of
Cebures and no affirmative action will be taken by the Depositary to give or withhold consent.
In the event a default occurs in respect of the Cebures, the Depositary shall not have any obligation to take
any action in respect of such default, except that, in the event the default continues, the Depositary will at the request
of DTC, arrange for the cancellation of the GDNs and the registration of the corresponding Cebures in the name of,
and the delivery to, the applicable beneficial owners, subject in each case to receipt by the Depositary of required
documentation and payment from the applicable beneficial owners of any transfer and registration fees and taxes,
and any expenses incurred by the Depositary.
The Depositary and the Custodian have no obligation to monitor the occurrence of any defaults in respect
of the Cebures or to enforce any rights of holders or beneficial owners of GDNs on account of their interests in the
deposited Cebures. The Depositary and the Custodian may, however, take actions deemed appropriate in respect of
the deposited Cebures to protect or secure the rights of the holders and beneficial owners of GDNs on account of
their interests in the deposited Cebures (including upon the occurrence of a default on the Cebures). These actions
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shall be taken at the expense and on behalf the holders and beneficial owners of the GDNs (unless otherwise
specified).
The Depositary and the Custodian have no obligation to (but may) take any action against Petróleos
Mexicanos (and any guarantor of Petróleos Mexicanos’ obligations) in the event of a breach or default by Petróleos
Mexicanos of its obligations under the Tax Indemnification Agreement. See “Description of Tax Indemnification
Agreement” in this GDN Supplement for a summary of the enforcement provisions of the Tax Indemnification
Agreement.
Fees and Charges
As a GDN holder, you will be required to pay the following service fees to the Depositary:
Service
Fees

Issuance of GDNs
None.

Cancellation of GDNs
Up to the U.S.$ Equivalent of 10.0
Basis Points per Principal Amount
of Cebures represented by the
GDNs so surrendered

Distributions upon deposited
securities (including payments
of interest but excluding
redemption payments of
principal)
Up to the U.S.$ Equivalent of 5.0
Basis Points per Principal Amount
of Cebures represented by the
GDNs held
For such purposes:
“U.S.$ Equivalent of 10.0 Basis Points per Principal Amount of Cebures” means, in the case of the
calculation of the Depositary’s fees payable upon cancellation of GDNs, an amount equal to 10.0 basis points
(0.0010) multiplied by the applicable principal amount of Cebures converted at the Benchmark Rate as determined
as of the business day immediately prior to any such cancellation of GDNs.
“U.S.$ Equivalent of 5.0 Basis Points per Principal Amount of Cebures” means, in the case of the
calculation of the Depositary’s fees payable upon cash distributions, an amount equal to 5.0 basis points (0.0005)
multiplied by the applicable principal amount of Cebures converted at the Benchmark Rate as determined on the
business day on which the Depositary receives cash in respect of any such cash distribution.
“Benchmark Rate” shall mean the exchange rate of Mexican pesos into U.S. dollars published, as a FIX
Determinado, on the relevant date, by Banco de Mexico on its website (as of the date of the Terms and Conditions:
http://www.banxico.org.mx). If the Benchmark Rate is not available on a relevant date, the Benchmark Rate shall
mean the lowest of the exchange rates quoted to the Depositary, on the relevant date, at 1:30 P.M. New York City
time (or other applicable time in the case of issuances and cancellations of GDNs) by three dealers capable of
providing quotes for immediate conversion of currency selected by the Depositary (one of such dealers may be
Citibank, N.A. or one of its affiliates).
As a GDN holder, you will also be responsible to pay certain fees and expenses incurred by the Depositary
and certain taxes and governmental charges such as:

Fees for the transfer and registration of Cebures charged by any registrar or agent for the
Cebures (i.e., upon deposit or withdrawal of Cebures).

Expenses incurred for converting foreign currency into U.S. dollars.

Expenses for cable, telex and fax transmissions and for delivery of securities.
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
Taxes and duties upon the transfer of securities (i.e., when Cebures are deposited or
withdrawn from deposit).

Fees and expenses incurred in connection with the delivery or servicing of Cebures on
deposit.

Fees and expenses incurred by the Depositary in connection with compliance with
exchange control regulations and other regulatory requirements.

Fees and expenses incurred in connection with the protection or securing of rights
associated with the Cebures (including fees and expenses of counsel connected to any
default relating to the Cebures on deposit).
Note that the fees and charges you may be required to pay may vary over time and may be changed by the
Depositary. You will receive prior notice of any such changes.
Amendments and Termination
The Depositary may modify the GDRs and the corresponding Terms and Conditions at any time without
your prior consent. The Depositary undertakes to give you 30 days prior notice of any modification resulting in the
imposition or increase of any fees or charges (other than taxes or other governmental charges, or other expenses
incurred) or which shall otherwise prejudice any substantial existing right of holders or beneficial owners of GDNs.
Every holder and beneficial owner, at the expiration of 30 days after any such notice, shall be deemed to consent,
agree and be bound by such modification by continuing to hold GDNs.
The GDRs and the agreements evidenced by the Terms and Conditions shall terminate upon the earlier to
occur of the redemption in full of the Cebures or the maturity of the Cebures (which is scheduled to occur on
September 12, 2024). In addition, the Depositary may at any time terminate the GDRs and the agreements
evidenced by the Terms and Conditions by mailing notice of such termination to the holders 30 days prior to the
date of termination. After termination, the Depositary will continue to collect distributions received (but will not
distribute any such property until you request the cancellation of your GDNs) and may sell the securities held on
deposit. After the sale, the Depositary will hold the proceeds from such sale and any other funds then held for the
holders of GDNs in a non-interest bearing account. At that point, the Depositary will have no further obligations to
holders other than to account for the funds then held for the holders of GDNs still outstanding (after deduction of
applicable fees, taxes and expenses).
Limitations on Obligations and Liabilities
The Terms and Conditions limit the Depositary’s obligations to you. Please note the following:

The Depositary assumes no obligations under the Cebures.

The Depositary is obligated only to take the actions specifically stated in the Terms and
Conditions without gross negligence or bad faith.

The Depositary disclaims any liability for any failure to carry out voting or consent instructions,
for any manner in which a vote or consent is cast or for the effect of any vote or consent.

The Depositary disclaims any liability for any failure to determine the lawfulness or practicality of
any action, for the content of any information submitted by Petróleos Mexicanos forwarded to you
or for the accuracy of any translation of such information, for the investment risks associated with
investing in Cebures, for the validity or worth of the Cebures, for any tax consequences that result
from the ownership of GDNs, for the credit-worthiness of any third party, for allowing any rights
to lapse under the Terms and Conditions, for the timeliness of any notices or for failure to give
notice.
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
The Depositary disclaims any liability if it is prevented, delayed or forbidden from acting on
account of any law or regulation, order of any government or agency thereof or any court decree,
any provision governing any securities on deposit or by reason of any act of God, war or terrorism
or other circumstances beyond its control.

The Depositary further disclaims any liability for any action or inaction in reliance on the advice
or information received from legal counsel, accountants, any person presenting Cebures for
deposit, any holder of GDNs or authorized representatives thereof, or any other person believed by
it in good faith to be competent to give such advice or information.

The Depositary shall have no obligations to institute or join in any action or proceeding in respect
of any Cebures.

The Depositary disclaims any liability by reason of any exercise of, or failure to exercise, any
discretion provided for in any GDR or the Terms and Conditions or in any provisions of the
Cebures.

The Depositary also disclaims liability for the inability by a holder to benefit from any
distribution, offering, right or other benefit which is made available to holders of Cebures but is
not, under the terms of the applicable GDR and the Terms and Conditions, made available to you.

The Depositary may rely without any liability upon any written notice, request or other document
believed to be genuine and to have been signed or presented by the proper parties.

The Depositary disclaims any liability for consequential or punitive damages for any breach of the
terms of the applicable GDR and the Terms and Conditions.

Nothing contained in the GDRs or the Terms and Conditions shall cause the Depositary to be
deemed a trustee or fiduciary for or on behalf of holders. Holders and beneficial owners of GDNs
waive (to the maximum extent permitted at law) the benefits of any trustee or fiduciary
relationship with the Custodian or the Depositary that may be imposed by Mexican law.

The Depositary shall not have any obligation to monitor the occurrence of any defaults in respect
of the Cebures and shall have no obligations to enforce any rights any holder or beneficial owner
may have upon the occurrence of any breach or default in respect of the Cebures or the Tax
Indemnification Agreement.

The Depositary disclaims any liability for any action or failure to act by Petróleos Mexicanos
(including the breach or default by Petróleos Mexicanos of any terms of the Cebures).

Holders or beneficial owners of GDNs may be required to surrender their GDNs to the Depositary
for cancellation in order to enjoy all the rights and benefits owners of Cebures are entitled to
receive in Mexico.

Under the Terms and Conditions, Holders and beneficial owners are required to acknowledge and
agree that (i) the Depositary and its affiliates may at any time have multiple banking relationships
with Petróleos Mexicanos and its affiliates, (ii) the Depositary and its affiliates may be engaged at
any time in transactions in which parties adverse to Petróleos Mexicanos or Holders or beneficial
owners may have interests, (iii) the Depositary and its affiliates may become the owner(s) of, and
deal in, securities of any class of Petróleos Mexicanos or the deposited securities, GDNs and
GDRs, and (iv) nothing contained in the GDRs shall (a) preclude the Depositary or any of its
affiliates from engaging in such transactions or establishing or maintaining such relationships,
(b) obligate the Depositary or any of its affiliates to disclose such transactions or relationships, or
(c) obligate the Depositary or any of its affiliates to account for any profit made or payment
received in such transactions or relationships.
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Pre-Release Transactions
The Depositary may, in certain circumstances, issue GDNs before receiving a deposit of Cebures or release
Cebures before receiving GDNs for cancellation. These transactions are commonly referred to as “pre-release
transactions.” The Terms and Conditions limit the aggregate size of pre-release transactions and impose a number
of conditions on such transactions (i.e., the need to receive collateral, the type of collateral required, the
representations required from brokers, etc.). The Depositary may retain the compensation received from the
pre-release transactions.
Taxes
You will be responsible for the taxes and other governmental charges payable on the GDNs and the
securities represented by the GDNs. The Depositary and the Custodian may deduct from any distribution the taxes
and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and
governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the
taxes that are due. The Terms and Conditions require holders and beneficial owners of GDNs to treat the GDNs as
beneficial interests in the Cebures for U.S. federal income tax purposes.
The Depositary may refuse to issue GDNs, to deliver, transfer, split and combine GDRs or to release
securities on deposit until all taxes and charges are paid by the applicable holder.
Foreign Currency Conversion
The Depositary will arrange for the conversion of all Mexican pesos received in respect of Cebures held on
deposit into U.S. dollars at the “Payment Rate” which is the exchange rate for the conversion of Mexican pesos into
U.S. dollars published as the “FIX Determinado” rate by Banco de Mexico on its website (as of the date hereof:
http://www.banxico.org.mx) on the Mexican business day immediately following the date on which the relevant
Mexican pesos are received by the Depositary (such Mexican business day, the “Payment Calculation Date”). If
such exchange rate is not reported by Banco de Mexico on any relevant Payment Calculation Date, the Payment
Rate shall mean the lowest of the exchange rates quoted on the relevant Payment Calculation Date at 1:30 P.M. New
York City time by three dealers capable of providing quotes for immediate conversion of currency chosen by the
Depositary (one of which may be Citibank, N.A. or one of its affiliates).
If the conversion of Mexican pesos into U.S. dollars is not practicable or lawful upon the conversion terms
set forth above, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable
period, the Depositary shall hold such Mexican peso amounts in an un-segregated account and without liability for
interest and may in its discretion make such conversion and distribution into U.S. dollars to the extent practicable to
the GDN holders entitled thereto, at such time and at such rates of conversion as the Depositary shall deem
appropriate, and shall to the extent practicable with respect to any such currency not converted or not convertible
either (i) distribute such Mexican peso amounts to the GDN holders entitled thereto or (ii) hold such Mexican peso
amounts for the respective accounts of such GDN holders and distribute appropriate warrants or other instruments
evidencing rights to receive such Mexican peso amounts.
Legends
The Restricted GDR(s) issued to represent the Restricted GDNs contain, and all owners of Restricted
GDNs shall be bound by the terms of, the following legends:
SECURITIES ACT LEGEND
THIS RESTRICTED GDR (AS DEFINED IN THE TERMS AND CONDITIONS FOR THE
RESTRICTED GLOBAL DEPOSITARY NOTES ATTACHED HERETO (THE “TERMS AND
CONDITIONS”)), THE RESTRICTED GDNs (AS DEFINED IN THE TERMS AND CONDITIONS)
EVIDENCED HEREBY AND THE DEPOSITED SECURITIES (AS DEFINED IN THE TERMS AND
CONDITIONS) REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY JURISDICTION. THIS RESTRICTED GDR, THE RESTRICTED
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GDNs EVIDENCED HEREBY AND THE DEPOSITED SECURITIES REPRESENTED THEREBY MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DELIVERED EXCEPT (A) IN AN
“OFFSHORE TRANSACTION” MEETING THE REQUIREMENTS OF REGULATION S UNDER THE
SECURITIES ACT TO A PERSON OTHER THAN A “U.S. PERSON” (WITHIN THE MEANING GIVEN TO
SUCH TERM IN REGULATION S), (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A
“QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING GIVEN TO SUCH TERM IN
RULE 144A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (C) PURSUANT
TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH
CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER APPLICABLE JURISDICTIONS.
THIS RESTRICTED GDR AND THE RESTRICTED GDNs EVIDENCED HEREBY WILL NOT BE
ACCEPTED FOR CANCELLATION AND WITHDRAWAL OF DEPOSITED SECURITIES AND THE
DEPOSITED SECURITIES WILL NOT BE RELEASED FROM DEPOSIT UNLESS THE DEPOSITARY
SHALL HAVE RECEIVED, IN ADDITION TO THE OTHER DOCUMENTATION CONTEMPLATED IN THE
TERMS AND CONDITIONS, A WITHDRAWAL CERTIFICATION (AS DEFINED IN THE TERMS AND
CONDITIONS) DULY COMPLETED, SIGNED, AND DELIVERED ON BEHALF OF THE BENEFICIAL
OWNER(S) OF THE APPLICABLE RESTRICTED GDNs.
IF THE ISSUER OF THE CEBURES IS NO LONGER A “FOREIGN PRIVATE ISSUER” (AS
DEFINED IN RULE 405 UNDER THE SECURITIES ACT) SUBJECT TO SECTION 13 OR 15(d) OF THE U.S.
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”), OR EXEMPT FROM
REPORTING PURSUANT TO RULE 12g3-2(b) UNDER THE EXCHANGE ACT, THE RESTRICTED GDNs
AND THE CEBURES REPRESENTED THEREBY MAY NOT BE ELIGIBLE FOR RESALE IN RELIANCE ON
RULE 144A UNDER THE SECURITIES ACT BECAUSE THE ISSUER OF THE CEBURES HAS NOT
ASSUMED ANY DUTY TO COMPLY WITH THE INFORMATION DELIVERY REQUIREMENTS OF RULE
144A(d)(4) UNDER THE SECURITIES ACT.
THE CEBURES RECEIVED UPON CANCELLATION OF THE RESTRICTED GDNs MAY NOT BE
DEPOSITED INTO ANY DEPOSITARY RECEIPTS FACILITY ESTABLISHED OR MAINTAINED BY A
DEPOSITARY BANK, OTHER THAN A RESTRICTED DEPOSITARY RECEIPTS FACILITY, SO LONG AS
THOSE CEBURES ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144(a)(3) UNDER
THE SECURITIES ACT.
EACH HOLDER AND BENEFICIAL OWNER OF THE RESTRICTED GDNs EVIDENCED BY THIS
RESTRICTED GDR AGREES THAT IT WILL (X) INFORM ANY SUBSEQUENT PURCHASER OF SUCH
RESTRICTED GDNs OF THE RESTRICTIONS SET FORTH IN THIS LEGEND AND (Y) REQUEST ANY
SUBSEQUENT PURCHASER TO SO INFORM ANY PERSON TO WHOM IT MAY SELL THE RESTRICTED
GDNs.
MEXICAN LEGEND
THE RESTRICTED GDRs, AND THE RESTRICTED GDNs EVIDENCED THEREBY, HAVE NOT
BEEN REGISTERED WITH, OR APPROVED BY, THE MEXICAN NATIONAL BANKING AND
SECURITIES COMMISSION AND, CONSEQUENTLY, MAY NOT BE OFFERED PUBLICLY IN MEXICO.
IN ADDITION, THE RESTRICTED GDRs AND THE RESTRICTED GDNs EVIDENCED THEREBY MAY
NOT BE OFFERED TO ANY MEXICAN PERSON OR ENTITY OR TO ANY PERSON OR ENTITY
RESIDING IN MEXICO. THE RESTRICTED GDRs, AND THE RESTRICTED GDNs EVIDENCED
THEREBY, ARE BEING ISSUED BY CITIBANK, N.A., AS DEPOSITARY. BANCO NACIONAL DE
MEXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, IS THE CUSTODIAN OF THE
DEPOSITED SECURITIES FOR CITIBANK, N.A. IN ITS CAPACITY AS DEPOSITARY AND IS NOT THE
ISSUER OF RESTRICTED GDRs AND THE RESTRICTED GDNs EVIDENCED THEREBY.
EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THIS RESTRICTED GDR
OR A BENEFICIAL INTEREST IN THE RESTRICTED GDNs EVIDENCED HEREBY, AS THE CASE MAY
BE, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.
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The International GDR(s) issued to represent the International GDNs contain, and all owners of
International GDNs shall be bound by the terms of, the following legends:
SECURITIES ACT LEGEND
THIS INTERNATIONAL GDR (AS DEFINED IN THE TERMS AND CONDITIONS FOR THE
INTERNATIONAL GLOBAL DEPOSITARY NOTES ATTACHED HERETO (THE “TERMS AND
CONDITIONS”)), THE INTERNATIONAL GDNs (AS DEFINED IN THE TERMS AND CONDITIONS)
EVIDENCED HEREBY AND THE DEPOSITED SECURITIES (AS DEFINED IN THE TERMS AND
CONDITIONS) REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY JURISDICTION. THIS INTERNATIONAL GDR, THE
INTERNATIONAL GDNs EVIDENCED HEREBY AND THE DEPOSITED SECURITIES REPRESENTED
THEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DELIVERED
EXCEPT IN AN “OFFSHORE TRANSACTION” MEETING THE REQUIREMENTS OF REGULATION S
UNDER THE SECURITIES ACT TO A PERSON OTHER THAN A “U.S. PERSON” (WITHIN THE MEANING
GIVEN TO SUCH TERMS IN REGULATION S) AND, IN EACH CASE, IN ACCORDANCE WITH THE
SECURITIES LAWS OF THE APPLICABLE JURISDICTIONS.
IF ANY OWNER OF THE INTERNATIONAL GDNs WISHES TO TRANSFER INTERESTS THEREIN
OR IN THE CEBURES REPRESENTED THEREBY TO A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, SUCH OWNER WILL NEED TO ARRANGE FOR THE INTERNATIONAL
GDNs TO BE PRESENTED TO THE DEPOSITARY FOR CANCELLATION AND WITHDRAWAL OF THE
CORRESPONDING CEBURES AND MAKE ARRANGEMENTS FOR THE DEPOSIT OF SUCH CEBURES
AND THE ISSUANCE OF RESTRICTED GLOBAL DEPOSITARY NOTES (TO THE EXTENT AVAILABLE)
WITH THE DEPOSITARY FOR THE RESTRICTED GLOBAL DEPOSITARY NOTES.
THIS INTERNATIONAL GDR AND THE INTERNATIONAL GDNs EVIDENCED HEREBY WILL
NOT BE ACCEPTED FOR CANCELLATION AND WITHDRAWAL OF DEPOSITED SECURITIES AND THE
DEPOSITED SECURITIES WILL NOT BE RELEASED FROM DEPOSIT UNLESS THE DEPOSITARY
SHALL HAVE RECEIVED, IN ADDITION TO THE OTHER DOCUMENTATION CONTEMPLATED IN THE
TERMS AND CONDITIONS, A WITHDRAWAL CERTIFICATION (AS DEFINED IN THE TERMS AND
CONDITIONS) DULY COMPLETED, SIGNED AND DELIVERED ON BEHALF OF THE BENEFICIAL
OWNER(S) OF THE APPLICABLE INTERNATIONAL GDNs.
EACH HOLDER AND BENEFICIAL OWNER OF THE INTERNATIONAL GDNs EVIDENCED BY
THIS INTERNATIONAL GDR AGREES THAT IT WILL (X) INFORM ANY SUBSEQUENT PURCHASER OF
SUCH INTERNATIONAL GDNs OF THE RESTRICTIONS SET FORTH IN THIS LEGEND AND
(Y) REQUEST ANY SUBSEQUENT PURCHASER TO SO INFORM ANY PERSON TO WHOM IT MAY SELL
THE INTERNATIONAL GDNs.
MEXICAN LEGEND
THE INTERNATIONAL GDRs, AND THE INTERNATIONAL GDNs EVIDENCED THEREBY, HAVE
NOT BEEN REGISTERED WITH, OR APPROVED BY, THE MEXICAN NATIONAL BANKING AND
SECURITIES COMMISSION AND, CONSEQUENTLY, MAY NOT BE OFFERED PUBLICLY IN MEXICO.
IN ADDITION, THE INTERNATIONAL GDRs AND THE INTERNATIONAL GDNs EVIDENCED THEREBY
MAY NOT BE OFFERED TO ANY MEXICAN PERSON OR ENTITY OR TO ANY PERSON OR ENTITY
RESIDING IN MEXICO. THE INTERNATIONAL GDRs, AND THE INTERNATIONAL GDNs EVIDENCED
THEREBY, ARE BEING ISSUED BY CITIBANK, N.A., AS DEPOSITARY. BANCO NACIONAL DE
MEXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, IS THE CUSTODIAN OF THE
DEPOSITED SECURITIES FOR CITIBANK, N.A. IN ITS CAPACITY AS DEPOSITARY AND IS NOT THE
ISSUER OF INTERNATIONAL GDRs AND THE INTERNATIONAL GDNs EVIDENCED THEREBY.
EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THIS INTERNATIONAL
GDR OR A BENEFICIAL INTEREST IN THE INTERNATIONAL GDNs EVIDENCED HEREBY, AS THE
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CASE MAY BE, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.
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DESCRIPTION OF TAX INDEMNIFICATION AGREEMENT
The information contained in this section summarizes certain of the provisions of the tax indemnification
agreement dated as of September 26, 2013 (the “Tax Indemnification Agreement”), by and among Petróleos
Mexicanos, the Custodian and the Depositary. This summary does not contain all of the information that may be
important to a potential investor in the GDNs. You should read the Tax Indemnification Agreement before making
an investment decision on the GDNs.
Pursuant to the Tax Indemnification Agreement, Petróleos Mexicanos, or, in the case of a payment by a
Guarantor, such Guarantor will remit to the account maintained for the Depositary at the Custodian, for the benefit
of any and all GDN holders from time to time, such additional amounts (“Additional Amounts”) as may be
necessary in order that every net payment made by the Custodian, to the Depositary, for further transfer to GDN
holders, in respect of the GDNs, after deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed by Mexico or any political subdivision or taxing authority thereof
or therein, upon or as a result of any payment made by Petróleos Mexicanos or the Guarantors on the underlying
Cebures, whether such deduction or withholding is made by Indeval (the Mexican clearing and settlement system),
the Custodian, Petróleos Mexicanos or the Guarantors (“Mexican Withholding Taxes”), but before deduction of any
fees or other charges payable by the GDN holders to the Depositary, will not be less than the Mexican peso amounts
then due and payable on the Cebures underlying the GDNs had no such deduction or withholding been required, and
regardless of whether such Mexican peso amounts may thereafter be converted into United States dollars. The
foregoing obligation to pay Additional Amounts, however, will not apply to:
(i)
any Mexican Withholding Taxes that would not have been imposed or levied on a GDN holder or
beneficial owner but for the existence of any present or former connection between such GDN holder or beneficial
owner and Mexico or any political subdivision or territory or possession thereof or area subject to its jurisdiction,
including, without limitation, such GDN holder or beneficial owner (1) being or having been a citizen or resident
thereof, (2) maintaining or having maintained an office, permanent establishment for tax purposes or branch therein
or (3) being or having been present or engaged in trade or business therein, except for a connection solely arising
from the mere ownership of, or receipt of payment under, such GDNs;
(ii)
except as otherwise provided, any estate, inheritance, gift, sales, transfer, or personal property or
similar tax, assessment or other governmental charge;
(iii)
any Mexican Withholding Taxes that are imposed or levied by reason of the failure by the GDN
holder or beneficial owner to comply with any certification, identification, information, documentation, declaration
or other reporting requirement that is required or imposed by a statute, treaty, regulation, general rule or
administrative practice as a precondition to exemption from, or reduction in the rate of, the imposition, withholding
or deduction of any Mexican Withholding Taxes; provided that at least 60 days prior to (1) the first payment date
with respect to which Petróleos Mexicanos or any Guarantor shall apply this clause (iii) and, (2) in the event of a
change in such certification, identification, information, documentation, declaration or other reporting requirement,
the first payment date subsequent to such change, the Depositary, at the request of the Custodian or Petróleos
Mexicanos, shall have notified the holders of GDNs, in writing, that any such holder or beneficial owner of a GDN
will be required to provide such certification, identification, information or documentation, declaration or other
reporting;
(iv)
any Mexican Withholding Taxes imposed at a rate in excess of 4.9%, in the event that such GDN
holder or beneficial owner has failed to provide on a timely basis, at the reasonable request of the Depositary (acting
at the request of the Custodian or Petróleos Mexicanos), information or documentation (not described in
clause (iii) above) concerning the eligibility of such holder or beneficial owner, if any, for benefits under an income
tax treaty to which Mexico is a party that is necessary to determine the appropriate rate of deduction or withholding
of Mexican Withholding Taxes under any such treaty;
(v)
any Mexican Withholding Taxes that would not have been so imposed but for the presentation of
such GDN by such GDN holder or beneficial owner, where presentation is required, for payment on a date more
than 15 days after the date on which such payment became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later;
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(vi)
any payment to a GDN holder or beneficial owner who is a fiduciary or partnership or other than
the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such
fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to
the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the GDN holder or
beneficial owner of such GDN; or
(vii)
any withholding tax or deduction imposed on a payment to an individual and required to be made
pursuant to European Council Directive 2003/48/EC or any other European Union directive implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income, or any
law implementing or complying with, or introduced in order to conform to, such a directive; or
(viii)
any combination of items (i) through (vii) above.
All references herein to principal and interest in respect of GDNs shall, unless the context otherwise
requires, be deemed to mean and include all Additional Amounts, if any, payable in respect thereof as set forth in
this first paragraph of this Additional Amounts section and in paragraphs (i) through (viii) above.
Petróleos Mexicanos shall make the final determination as to whether any of the exceptions above apply to
Additional Amounts to be paid to any such GDN holder or beneficial owner, and if they do apply, shall notify the
Custodian and the Depositary of the details of any such GDN holder or beneficial owner (and the relevant
Additional Amounts) to which an exception applies, based on information supplied to it by the GDN holders or
beneficial owners through the Depositary and, provided that it receives such information from the GDN holders or
beneficial owners through the Depositary, will include the account details of each such GDN holder or beneficial
owner to which payment of Additional Amounts shall not be made. The Custodian and the Depositary shall
cooperate with Petróleos Mexicanos, to the extent commercially reasonable, in its determination as to whether any
of the exceptions above apply. To the extent applicable GDN holder or beneficial owner information is not
available to the Depositary, including, without limitation, account details, the Depositary shall be entitled to
presume that the exceptions above do not apply, except in the circumstances when GDN holders or beneficial
owners have been required, but have failed, to comply with a certification, identification, information,
documentation, declaration or reporting requirement pursuant to clause (iii) above or have been requested, but have
failed, to provide information or other documentation to the GDN Issuer pursuant to clause (iv) above.
Notwithstanding the foregoing, the limitations on Petróleos Mexicanos’ and the Guarantors’ obligation to
pay Additional Amounts set forth in clauses (iii) and (iv) above will not apply if the provision of the certification,
identification, information, documentation, declaration or other evidence described in such clauses (iii) and (iv)
would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a GDN
holder or beneficial owner (taking into account any relevant differences between United States and Mexican law,
regulation or administrative practice) than comparable information or other applicable reporting requirements
imposed or provided for under United States federal income tax law (including the Convention Between the
Government of the United States of America and the Government of the United Mexican States for the Avoidance
of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, and a Protocol thereto,
both signed on September 18, 1992, as amended by Additional Protocols signed on September 8, 1994 and
November 26, 2002), regulations (including proposed regulations) and administrative practice. In addition, the
limitations on Petróleos Mexicanos’ and the Guarantors’ obligation to pay Additional Amounts set forth in
clauses (iii) and (iv) above shall not apply if Article 195, Section II, paragraph a), first part, of the Mexican Income
Tax Law (or a substantially similar successor of such provision) is in effect, unless (x) the provision of the
certification, identification, information, documentation, declaration or other evidence described in such
clauses (iii) and (iv) is expressly required by statute, regulation, general rules or administrative practice to apply
Article 195, Section II, paragraph a), first part, of the Mexican Income Tax Law (or a substantially similar successor
of such provision), the Custodian (acting through the Depositary) cannot obtain such certification, identification,
information, documentation, declaration or evidence, or satisfy any other reporting requirements, on its own through
reasonable diligence and the Custodian otherwise would meet the requirements for application of Article 195,
Section II, paragraph a), first part, of the Mexican Income Tax Law (or such successor provision) or (y) in the case
of a GDN holder or beneficial owner that is a pension fund or other tax-exempt organization, such GDN holder or
beneficial owner would be subject to Mexican Withholding Taxes at a rate less than that provided by Article 195,
Section II, paragraph a) of the Mexican Income Tax Law (or such successor provision) if the information,
documentation or other evidence required under clause (iv) above were provided. In addition, clauses (iii) or (iv)
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above shall not be construed to require that a non-Mexican pension or retirement fund, a non-Mexican tax-exempt
organization or a non-Mexican financial institution or any other GDN holder register with the Servicio de
Administración Tributaria (the “SAT”) for the purpose of establishing eligibility for an exemption from or reduction
of Mexican Withholding Taxes.
The Custodian shall, on each interest payment date, upon receipt of the relevant payment from Petróleos
Mexicanos and in connection with the distribution to the GDN holder or beneficial owner, pay the full amount
deducted in respect of Mexican Withholding Taxes to the relevant taxing authority in accordance with applicable
law. The Custodian shall comply with any applicable information reporting, documentation or similar requirement,
if any, on a timely basis and in accordance with applicable law. The Depositary will, upon written request of
Petróleos Mexicanos, provide Petróleos Mexicanos with a duly certified or authenticated copy of an original receipt
of the payment of Mexican Withholding Taxes which the Custodian has withheld or deducted in respect of any
payments made under or with respect to the GDNs, the Cebures or as a result of payments made under the Tax
Indemnification Agreement or the guaranties thereof, as applicable.
In the event that Additional Amounts actually paid with respect to the GDNs are based on rates of
deduction or withholding of Mexican Withholding Taxes in excess of the appropriate rate applicable to the GDN
holder and, as a result thereof, such GDN holder is entitled to make a claim for a refund or credit of such excess,
then such GDN holder shall, by accepting the GDNs, be deemed to have assigned and transferred all right, title and
interest to any such claim for a refund or credit of such excess to Petróleos Mexicanos or the applicable Guarantor,
as the case may be. By making such assignment, however, the GDN holder or beneficial owner makes no
representation or warranty that Petróleos Mexicanos will be entitled to receive such claim for a refund or credit, and
such GDN holder or beneficial owner incurs no other obligation with respect thereto or to Petróleos Mexicanos.
Subject to the exclusions above with respect to Additional Amounts, Petróleos Mexicanos and the
applicable Guarantors shall indemnify the GDN holders or beneficial owners, acting for these purposes through the
Custodian, within 5 business days after a demand therefor is made by the Custodian, for the full amount of any
Mexican Withholding Taxes (including Mexican Withholding Taxes imposed or asserted on or attributable to
amounts payable under this Agreement ) payable or paid by Indeval or the Custodian or required to be withheld or
deducted from a payment to the Custodian, the Depositary or GDN holders, and any reasonable and duly
documented expenses arising therefrom or with respect thereto, whether or not such Mexican Withholding Taxes
were correctly or legally imposed or asserted by the relevant governmental authority, in connection with payments
under the Cebures, the GDNs or under the Tax Indemnification Agreement; provided, however, that no such
indemnification shall apply to any taxes, interest, penalties or similar amounts, and any expenses arising therefrom
or with respect thereto, that are imposed as a result of the Custodian’s failure to withhold or deduct Mexican
Withholding Taxes or pay Mexican Withholding Taxes to the relevant taxing authority or other authority, or comply
with any applicable information reporting, documentation or similar requirements on a timely basis in accordance
with applicable law.
The Depositary will cease to accept Cebures for deposit and will suspend the issuance of GDNs upon
receipt by the Depositary and the Custodian of a written notice from Petróleos Mexicanos certifying that Petróleos
Mexicanos reasonably believes that (i) Petróleos Mexicanos will become obligated to pay Additional Amounts
under the Tax Indemnification Agreement in excess of the Additional Amounts that it would be obligated to pay if
payments (including payments of interest) on the GDNs to GDN holders and beneficial owners were subject to
withholding or deduction of Mexican Withholding Taxes at the rate of 10% as a result of any change in, amendment
to, or lapse of, the laws, rules or regulations of Mexico or any political subdivision or any taxing authority thereof or
therein affecting taxation, or any change in, or amendment to, an official interpretation or application of such laws,
rules or regulations, which change or amendment becomes effective on or after September 26, 2013, and (ii) the
obligation referred to in clause (i) above cannot be avoided by Petróleos Mexicanos taking reasonable measures
available to it.
As discussed under “Description of the Cebures—Redemption—Tax Redemption of Cebures” in the
Listing Memorandum, the terms of the Cebures provide that the Cebures, whether or not represented by GDNs, are,
as a whole series and not in part, subject to redemption on any interest payment date for the Cebures, at the election
of Petróleos Mexicanos, upon not less than 30 and not more than 60 days notice, at a price equal to the sum of
(a) 100% of the principal amount of the Cebures being redeemed (whether or not represented by GDNs), (b) accrued
and unpaid interest thereon up to but not including the date fixed for redemption and (c) in the case of Cebures
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represented by GDNs, any Additional Amounts which would otherwise be payable on the Cebures represented by
GDNs with respect to the amounts described in clauses (a) and (b), if Petróleos Mexicanos certifies to the Common
Representative (as defined under “Description of Cebures” in the Listing Memorandum) and the Depositary
immediately prior to the giving of such notice that Petróleos Mexicanos or a Guarantor has or will become obligated
to pay Additional Amounts under the Tax Indemnification Agreement in excess of the Additional Amounts that it
would be obligated to pay if payments (including payments of interest) on the Cebures held in the form of GDNs
were subject to withholding or deduction of Mexican Withholding Taxes at the rate of 10% as a result of any change
in, amendment to, or lapse of, the laws, regulations or rulings of Mexico or any political subdivision or any taxing
authority thereof or therein affecting taxation, or any change in, or amendment to, an official interpretation or
application of such laws, regulations or rulings, which change or amendment becomes effective on or after
September 26, 2013 and certain other conditions are met.
The Tax Indemnification Agreement is governed by and interpreted in all respects in accordance with the
laws of Mexico.
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INFORMATION RELATING TO THE DEPOSITARY
Citibank, N.A. (“Citibank”) is the Depositary for the GDNs. Citibank is an indirect wholly owned
subsidiary of Citigroup Inc. (“Citigroup”), a Delaware corporation. Citibank is a commercial bank that, along with
its subsidiaries and affiliates, offers a wide range of banking and trust services to its customers throughout the
United States and the world.
Citibank was originally organized on June 16, 1812, and is now a national banking association organized
under the National Bank Act of 1864 of the United States of America. Citibank is primarily regulated by the United
States Office of the Comptroller of the Currency. Its principal executive office is at 399 Park Avenue, New York,
NY 10043. Citibank’s telephone number is (212) 816-6690.
Citibank’s Consolidated Balance Sheets are set forth in Citigroup’s Annual Report (audited balance sheet)
for the fiscal year ended December 31, 2012 and Quarterly Report (unaudited balance sheet) for the quarterly period
ended June 30, 2013, each on file on Form 10-K and Form 10-Q, respectively, with the United States Securities and
Exchange Commission.
Citibank’s Articles of Association and By-laws, each as currently in effect, together with Citigroup’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2013 are available for inspection at the Depositary Receipt office of Citibank,
388 Greenwich Street, New York, New York 10013, and such Annual Report on Form 10-K and Quarterly Report
on Form 10-Q are incorporated by reference herein for the purpose of providing information about Citibank in its
capacity as Depositary and issuer of the GDNs. Information about Citigroup's directors, major shareholders and
legal proceedings are contained in the reports that Citigroup files with the United States Securities and Exchange
Commission from time to time, including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. All such reports are available on the website of the United States
Securities and Exchange Commission – www.sec.gov.
The GDNs were issued by Citibank solely in its capacity as GDN Depositary and operating through its
Depositary Receipts Division in New York. The Cebures represented by GDNs are held by Citibank, in its capacity
as GDN Depositary, for the exclusive benefit of the holders and beneficial owners of the GDNs and are not
beneficially owned by Citibank. The GDNs represent the contractual right to receive (subject to the Terms and
Conditions of the GDNs) from Citibank, in its capacity as Depositary, the corresponding Cebures (and any
distributions received by Citibank in respect of such Cebures), which in turn are being held for the exclusive benefit
of the holders and beneficial owners of the GDNs by a custodian in Mexico appointed for such purpose by Citibank
in its capacity as GDN Depositary. The GDNs do not constitute debt of Citibank or any of its affiliated entities.
Relationships with Petróleos Mexicanos
Citibank and its affiliates have provided investment and commercial banking services, financial advisory
and other related services to Petróleos Mexicanos and its affiliates in the past and may do so in the future. They
have received customary fees and commissions for these services and may do so in the future.
Citigroup Global Markets Inc. acted as a placement facilitation agent in the offering of GDNs and Acciones
y Valores Banamex, S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Banamex acted as an underwriter
in the offering of Cebures to the public in Mexico. See “Plan of Distribution” in the Listing Memorandum attached
hereto.
Legal Proceedings
Citibank in its capacity as Depositary for the GDNs is not currently, and has not been in the 12 months
prior to the date hereof, the subject of any material governmental proceeding, litigation or arbitration, and no
material governmental proceeding, litigation or arbitration is pending or threatened against Citibank in its capacity
as Depositary for the GDNs, in each case except as disclosed herein and as far as Citibank is aware or able to
ascertain, that would have a material adverse effect on the ability of Citibank as GDN Depositary to satisfy its
contractual obligations under the terms of the GDNs.
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TAXATION
The following discussion is a summary of the principal Mexican and U.S. federal income tax
considerations that may be relevant to the purchase, ownership and disposition of the GDNs, but does not purport to
be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase the
GDNs. This summary does not describe any tax consequences arising under the laws of any state, municipality,
locality or taxing jurisdiction other than the federal laws of the United States and Mexico.
This summary is based on the federal tax laws of Mexico and the United States as in effect on the date of
the Listing Memorandum (including the United States-Mexico income tax treaty described below), as well as on
rules and regulations of Mexico and regulations, rulings and decisions of the United States available on or before
such date and now in effect. All of the foregoing are subject to change, which change could apply retroactively and
could affect the continued validity of this summary.
The United States and Mexico entered into a Convention for the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion with Respect to Taxes on Income, and a Protocol thereto, both signed on
September 18, 1992 and amended by additional Protocols signed on September 8, 1994 and November 26, 2002
(which we refer to as the “United States-Mexico income tax treaty”). This summary describes the provisions of the
United States-Mexico income tax treaty that may affect the taxation of holders of the GDNs that are residents of the
United States (within the meaning of the United States-Mexico income tax treaty). The United States and Mexico
have also entered into an agreement that covers the exchange of information with respect to tax matters.
Mexico has also entered into tax treaties with various other countries (most of which are in effect)
and is negotiating tax treaties with various other countries. These tax treaties may have effects on holders of
GDNs. This summary does not discuss the consequences (if any) of such treaties.
Prospective purchasers of GDNs should consult their own tax advisors as to the Mexican, United
States or other tax consequences of the purchase, ownership and disposition of the GDNs, including, in
particular, the application to their particular situations of the tax considerations discussed below, as well as
the application of state, local, foreign or other tax laws.
Mexican Taxation
This summary of certain Mexican federal tax considerations refers only to potential purchasers of GDNs,
that are not resident of Mexico for Mexican tax purposes, and that will not hold the GDNs or a beneficial interest
therein through an affiliate entity that is a resident of Mexico or a permanent establishment for tax purposes in
Mexico. We refer to any such non-resident holder as a foreign holder. For purposes of Mexican taxation, an
individual is a resident of Mexico if he/she has established his/her domicile in Mexico, unless he/she has a place of
residence in another country as well, in which case such individual will be considered a resident of Mexico for tax
purposes, if such individual has his/her center of vital interest in Mexico. An individual would be deemed to
maintain his/her center of vital interest in Mexico if, among other things, (a) more than 50% of his/her total income
for the calendar year results from Mexican sources, or (b) his/her principal center of professional activities is located
in Mexico.
A legal entity is a resident of Mexico if it:

maintains the principal place of its management in Mexico; or

has established its effective management in Mexico.
A Mexican citizen is presumed to be a resident of Mexico unless such person can demonstrate the contrary.
If a legal entity or individual has a permanent establishment for tax purposes in Mexico, such legal entity or
individual shall be required to pay taxes in Mexico on income attributable to such permanent establishment in
accordance with Mexican federal tax law.
Taxation of Interest and Principal. Under existing Mexican laws and regulations, a foreign holder will not
be subject to any taxes or duties imposed or levied by or on behalf of Mexico in respect of payments of principal of
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the GDNs made by Petróleos Mexicanos and the Guarantors. Pursuant to the Mexican Income Tax Law and to rules
issued thereunder, payments of interest (or amounts deemed to be interest) made by Petróleos Mexicanos or the
Guarantors in respect of the GDNs to a foreign holder will be subject to a Mexican withholding tax imposed at a rate
of 4.9% because the Cebures have been placed among the “investing public at large” (as defined under Mexican tax
laws). If this requirement were not satisfied, the applicable withholding tax rate may be higher.
Under the United States-Mexico income tax treaty, the Mexican withholding tax rate is 4.9% in respect of
payments of interest made by Petróleos Mexicanos and the Guarantors, for certain holders that are residents of the
United States (within the meaning of the United States-Mexico income tax treaty) under certain circumstances
contemplated therein.
Payments of interest made by Petróleos Mexicanos or a Guarantor in respect of the GDNs to a
non-Mexican pension or retirement fund will be exempt from Mexican withholding taxes, provided that any such
fund:
1.
is duly established pursuant to the laws of its country of origin and is the effective beneficiary of the
interest paid;
2.
is exempt from income tax in respect of such payments in such country; and
3.
is registered with the Servicio de Administración Tributaria for that purpose.
We may ask you and other holders or beneficial owners of the GDNs to provide certain information or
documentation necessary to enable us to determine the appropriate Mexican withholding tax rate applicable to you
and such other holders or beneficial owners. In the event that you do not provide the requested information or
documentation on a timely basis, you may be subject to a withholding at the maximum tax rate set forth in the
Mexican tax laws, which currently is 30%.
Taxation of any Transfer or Disposition. The transfer or disposition of GDNs made by a foreign holder to
another foreign holder will generally not be subject to Mexican withholding or similar taxes.
Creation and Exchange of GDNs for Cebures. The creation of GDNs in respect of underlying Cebures by a
foreign holder or the exchange of GDNs for Cebures by a foreign holder, will not be subject to Mexican withholding
or similar taxes.
Transfer and Other Taxes. No Mexican stamp, registration or similar taxes are payable by a foreign holder,
in connection with the purchase, ownership or disposition of the GDNs. A foreign holder of the GDNs will not be
liable for Mexican estate, gift, inheritance or similar tax with respect to such GDNs.
United States Federal Income Taxation
The following discussion is a summary of certain U.S. federal income tax considerations of acquiring,
owning and disposing of the GDNs. Except for the discussion below under “Non U.S. Holders,” this discussion
generally applies to a holder or beneficial owner of GDNs that is a citizen or resident of the United States or a
domestic corporation or otherwise subject to U.S. federal income tax on a net income basis in respect of the GDNs
(a “U.S. Holder”). This discussion only applies to U.S. Holders that purchase the GDNs at the initial issue price
indicated on the cover of this GDN Supplement to Listing Memorandum and that hold the GDNs as “capital assets”
for U.S. federal income tax purposes. This summary is based on laws, regulations, rulings and decisions now in
effect, all of which are subject to change. The discussion does not deal with special classes of holders, such as
banks, tax-exempt entities, dealers in securities or currencies, certain short-term holders of GDNs, traders in
securities electing to mark-to-market, persons that hedge their exposure in the GDNs or that will hold GDNs as a
position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial
transaction or persons that have a “functional currency” other than the U.S. dollar. U.S. Holders should be aware
that the U.S. federal income tax consequences of holding the GDNs may be materially different for investors
described in the previous sentence.
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If an entity that is classified as a partnership or other pass-through entity for U.S. federal income tax
purposes holds the GDNs, the U.S. federal income tax treatment of a partner in such an entity would generally
depend on the status of the partner and upon the activities of the entity. Such entities and partners therein should
consult their tax advisors as to the particular U.S. federal income tax considerations of acquiring, owning and
disposing of GDNs.
All discussions of U.S. federal tax considerations in this document have been written to support the
marketing of the GDNs. Such discussions were not intended or written to be used, and cannot be used by any
taxpayer, for the purpose of avoiding U.S. federal tax penalties. Investors should consult their own tax
advisors in determining the tax consequences to them of holding the GDNs, including the application to their
particular situation of the U.S. federal tax considerations discussed below, as well as the application of state,
local, foreign or other tax laws.
Characterization of the GDNs
There are no controlling authorities describing the treatment of instruments like the GDNs and therefore the
treatment of the GDNs is not entirely free from doubt. Petróleos Mexicanos and the Depositary intend to take the
position that the GDNs should be characterized as interests in the Cebures for U.S. federal income tax purposes.
Holders and beneficial owners of GDNs agree to treat the GDNs as beneficial interests in the Cebures for
U.S. federal income tax purposes. In accordance with such treatment, a U.S. Holder should not recognize gain or
loss on the exchange of Cebures for GDNs, or the exchange of GDNs for Cebures, and a U.S. Holder should have a
tax basis in Cebures received in exchange for GDNs (or GDNs received in exchange for Cebures) equal to its tax
basis in the GDNs (or Cebures) so exchanged.
Payments or Accruals of Interest
Payments or accruals of interest on GDNs (including Additional Amounts as defined under “Description of
Tax Indemnification Agreement”) will be taxable to a U.S. Holder as ordinary interest income at the time that such
amounts are received by the Depositary or accrued by a U.S. Holder, in accordance with the U.S. Holder’s regular
method of tax accounting. If a U.S. Holder uses the cash method of tax accounting, the amount of interest income
realized will be the U.S. dollar amount received based on the exchange rate in effect on the date that the Depositary
receives the payment on the underlying Cebures. If the Depositary converts payments into U.S. dollars on the date
of receipt, U.S. Holders generally should not be required to recognize foreign currency gain or loss in respect of
income on the GDNs. If a U.S. Holder uses the accrual method of tax accounting, the amount of interest income
realized will be based on the average exchange rate in effect during the interest accrual period (or with respect to an
interest accrual period that spans two taxable years, at the average exchange rate for the partial period within the
taxable year). Alternatively, an accrual-basis U.S. Holder may elect to translate all interest income on all foreign
currency-denominated debt instruments at the spot rate on the last day of the accrual period (or the last day of the
taxable year, in the case of an accrual period that spans more than one taxable year) or on the date that such an
accrual-basis U.S. Holder receives the interest payment if that date is within five business days of the end of the
accrual period. A U.S. Holder making this election must apply it consistently to all debt instruments from year to
year and cannot change the election without the consent of the Internal Revenue Service (“IRS”). A U.S. Holder
that uses the accrual method of accounting for tax purposes will recognize foreign currency gain or loss on the
receipt of interest payments if the exchange rate in effect on the date the payment is received differs from the rate
applicable to a previous accrual of that interest income. This foreign currency gain or loss will be treated as
ordinary income or loss and generally will not be treated as an adjustment to interest income received on the GDNs.
The Mexican withholding tax that is imposed on interest will be treated as a foreign income tax eligible,
subject to generally applicable limitations and conditions under U.S. tax law, for credit against a U.S. Holder’s
federal income tax liability or, at the U.S. Holder’s election, for deduction in computing the U.S. Holder’s taxable
income (provided that the U.S. holder elects to deduct, rather than credit, all foreign income taxes paid or accrued
for the relevant taxable year). Interest paid on the GDNs generally will constitute foreign source passive category
income. The calculation and availability of foreign tax credits and, in the case of a U.S. Holder that elects to deduct
foreign taxes, the availability of deductions, involves the application of complex rules that depend on the
U.S. Holder’s particular circumstances. U.S. Holders are urged to consult their own tax advisors regarding the
availability of foreign tax credits.
S-34
Purchase, Sale and Retirement of GDNs
A U.S. Holder’s tax basis in GDNs generally will be the purchase price of the GDNs. A U.S. Holder
generally will recognize gain or loss on the sale, exchange, retirement or other taxable disposition of GDNs equal to
the difference between the amount realized on the transaction (less any amount attributable to accrued but unpaid
interest, which will be subject to tax in the manner described above under “Payments or Accruals of Interest”) and
the U.S. Holder’s tax basis in the GDNs. The amount realized for U.S. tax purposes generally will be the U.S. dollar
amount that the U.S. Holder receives in exchange for GDNs.
Except with respect to foreign currency gain or loss (as discussed below), the gain or loss that a
U.S. Holder recognizes on the sale, exchange, retirement or other taxable disposition of GDNs generally will be
capital gain or loss. The gain or loss on the sale, exchange, retirement or other taxable disposition of GDNs will be
long-term capital gain or loss if, at the time of disposition, the GDNs have been held for more than one year.
Certain non-corporate U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal
income tax in respect of long-term capital gains. The ability of U.S. Holders to offset capital losses against ordinary
income is limited.
Gain, if any, realized by a U.S. Holder on the sale, exchange, retirement or other taxable disposition of
GDNs generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, if
Mexican income tax is withheld or otherwise paid on gains resulting from the sale, exchange, retirement or other
taxable disposition of GDNs, a U.S. Holder may not be able to credit such tax against the U.S. Holder’s federal
income tax liability under the U.S. foreign tax credit limitations unless such income tax can be credited against the
U.S. federal income tax due on other income that is treated as derived from foreign sources. U.S. Holders should
consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and
disposition of, the GDNs.
Gain or loss recognized on the sale, exchange, retirement or other taxable disposition of GDNs generally
will be treated as ordinary income or loss to the extent that the gain or loss is attributable to changes in exchange
rates during the period in which the GDNs are held.
Information Reporting and Back-up Withholding
Payments on the GDNs to certain U.S. Holders may be reportable to the IRS. A U.S. Holder may be
subject to backup withholding on the payments received on the GDNs unless the U.S. Holder is a corporation or
comes within certain other exempt categories and demonstrates this fact, or provides a correct taxpayer
identification number on an IRS Form W-9, certifies as to no loss of exemption from backup withholding and
otherwise complies with applicable requirements of the backup withholding rules. Any amounts withheld under
these rules will be allowed as a credit against the U.S. Holder’s federal income tax liability and may entitle the
U.S. Holder to a refund, provided that the required information is furnished to the IRS in a timely manner.
Non-U.S. Holders
A holder or beneficial owner of GDNs that is not a U.S. person for U.S. federal income tax purposes (a
“non-U.S. Holder”) generally will not be subject to U.S. federal income or withholding tax on interest received on
the GDNs. However U.S. federal income taxation may still apply to any interest received on GDNs if such income
is effectively connected with the non-U.S. Holder’s conduct of a U.S. trade or business. Such a non-U.S. Holder
will generally be taxed in the same manner as a U.S. Holder in respect of the GDNs. Non-U.S. Holders should
consult their own tax advisors in the event interest received on the GDNs is effectively connected with their conduct
of a U.S. trade or business.
In addition, a non-U.S. Holder will not be subject to U.S. federal income or withholding tax on gain
realized on the sale of GDNs unless the gain is effectively connected with the non-U.S. Holder’s conduct of a
U.S. trade or business (and, if required by an applicable income tax treaty, attributable to a U.S. permanent
establishment) or in the case of gain realized by an individual non-U.S. Holder, the non-U.S. Holder is present in the
United States for 183 days or more in the taxable year of the sale and certain other conditions are met.
S-35
European Union Savings Directive
Under Council Directive 2003/48/EC on the taxation of savings income (the “Directive”), each Member
State of the European Union is required to provide to the tax authorities of another Member State details of
payments of interest or other similar income paid by a person within its jurisdiction to an individual beneficial
owner resident in, or certain limited types of entity established in, that other Member State. However, for a
transitional period, Austria and Luxembourg will (unless during such period they elect otherwise) instead operate a
withholding system in relation to such payments. Under such a withholding system, the recipient of the interest
payment must be allowed to elect that certain provision of information procedures should be applied instead of
withholding. The rate of withholding was increased from 20% to 35%, effective July 1, 2011. The transitional
period is to terminate at the end of the first full fiscal year following agreement by certain non-European Union
countries to exchange of information procedures relating to interest and other similar income.
A number of non-European Union countries and certain dependent or associated territories of certain
Member States have adopted or agreed to adopt similar measures (either provision of information or transitional
withholding) in relation to payments made by a person within their respective jurisdictions to an individual
beneficial owner resident in, or certain limited types of entity established in, a Member State. In addition, the
Member States have entered into provision of information or transitional withholding arrangements with certain of
those countries and territories in relation to payments made by a person in a Member State to an individual
beneficial owner resident in, or certain limited types of entity established in, one of those countries or territories.
A proposal for amendments to the Directive has been published, including a number of suggested changes
which, if implemented, would broaden the scope of the rules described above. Investors who are in any doubt as to
their position should consult their professional advisors.
S-36
ISSUER OF THE CEBURES
Petróleos Mexicanos
Avenida Marina Nacional, No. 329
Colonia Petróleos Mexicanos
México, D.F. 11311
DEPOSITARY
Citibank, N.A.
388 Greenwich Street
New York New York 10013
United States of America
CUSTODIAN
Banco Nacional de México, S.A.
integrante del Grupo Financiero Banamex
Bosques de Duraznos No. 75, Piso 14, Ala A
Colonia Bosques de las Lomas
CP 11700, México, Distrito Federal, México
PLACEMENT FACILITATION AGENTS
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
United States of America
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, NY 10018
United States of America
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
United States of America
LEGAL ADVISORS
To the Placement Facilitation Agents in respect of U.S. Law
Shearman Sterling LLP
599 Lexington Ave.
New York New York 10022
United States of America
To the Placement Facilitation Agents in respect of Mexican Law
Ritch Mueller, S.C.
Torre del Bosque
Blvd. Manuel Avila Camacho 24
Piso 20
Col. Lomas de Chapultepec
11000 México, Distrito Federal
Listing Memorandum
Petróleos Mexicanos
Ps. 10,400,000,000.00 7.19% Certificados Bursátiles due 2024
Issued Under Ps. 300,000,000,000 Program
for the Offering of Peso- or UDI-denominated Certificados Bursátiles
jointly and severally guaranteed by
Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica
The payment of principal of and interest on the 7.19% Certificados Bursátiles due 2024 (the “Cebures”) are
unconditionally and irrevocably guaranteed jointly and severally by Pemex-Exploración y Producción, Pemex-Refinación
and Pemex-Gas y Petroquímica Básica (each a “Guarantor” and, collectively, the “Guarantors”), each of which is a
decentralized public entity of the Federal Government (the “Mexican Government”) of the United Mexican States
(“Mexico”). Neither the Cebures nor the obligations of the Guarantors constitute obligations of, or are guaranteed by, the
Mexican Government or Mexico.
The Cebures are governed by Mexican law. Petróleos Mexicanos (the “Issuer” and, together with the Guarantors and
their consolidated subsidiaries, “PEMEX”), a decentralized public entity of the Mexican Government, will pay interest on the
Cebures at the end of each 182-day interest period, commencing on March 27, 2014. The Issuer and the Guarantors have
only submitted to the jurisdiction of the courts of Mexico in connection with the Cebures.
The Cebures will mature at their principal amount on September 12, 2024.
The Issuer offered and sold Ps. 10,400,000,000.00 aggregate principal amount of Cebures in a global offering that
consisted of an international offering outside Mexico and a concurrent offering in Mexico. The Cebures were offered to (1)
the public in Mexico only in the form of global Cebures deposited with Indeval (as defined herein) pursuant to the Mexican
Offering Documents (as defined herein), and (2) certain “qualified institutional buyers,” or QIBs (as defined in Rule 144A
under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), in the United States only in the form of global
depositary notes (“GDNs”) and (3) institutional and other qualified investors outside the United States and Mexico that are
not U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) only in the form of GDNs. The
GDNs are being described in a GDN supplement to this Listing Memorandum dated the date hereof (the “GDN
Supplement”). This Listing Memorandum relates only to the offering of Cebures in the form of GDNs outside of Mexico and
should be read together with the GDN Supplement.
___________________
Investing in the Cebures involves risks. See “Risk Factors” beginning on page 11.
___________________
The Cebures have not been and will not be registered under the Securities Act or any state securities laws and
were offered and sold only (a) to Qualified Institutional Buyers in compliance with Rule 144A under the Securities Act
(“Rule 144A”) and (b) outside the United States and Mexico to certain non-U.S. persons in accordance with
Regulation S. For a description of certain restrictions on resale and transfer of the Cebures, see “Plan of Distribution”
and “Transfer Restrictions.”
The Cebures have been registered with the Registro Nacional de Valores (the Mexican National Securities
Registry) maintained by the Comisión Nacional Bancaria y de Valores, or the “CNBV”. Registration of the Cebures
with the National Securities Registry does not imply any certification as to the quality of the securities, the solvency of
the Issuer or the Guarantors or the accuracy or completeness of the information contained in this Listing
Memorandum, nor does it result in the validity of any action undertaken in contravention of applicable law.
______________________________________________________________
Issue Price: 100%.
______________________________________________________________
The Placement Facilitation Agents delivered the Cebures in the form of GDNs on September 26, 2013.
______________________________________________________________
Placement Facilitation Agents
Citigroup
HSBC
Structuring Agent
Morgan Stanley
October 29, 2013
Morgan Stanley
TABLE OF CONTENTS
Page
Notice To New Hampshire Residents............................................................................................................................2
Documents Incorporated By Reference .........................................................................................................................2
Currency of Presentation ...............................................................................................................................................3
Presentation of Financial Information ...........................................................................................................................3
Forward-Looking Statements ........................................................................................................................................4
Recent Developments ....................................................................................................................................................5
Summary of the Offering...............................................................................................................................................6
Selected Financial Data .................................................................................................................................................9
Capitalization...............................................................................................................................................................10
Risk Factors .................................................................................................................................................................11
Use of Proceeds ...........................................................................................................................................................20
Guarantors ...................................................................................................................................................................20
Description of the Cebures ..........................................................................................................................................23
Taxation.......................................................................................................................................................................31
Plan of Distribution .....................................................................................................................................................37
Transfer Restrictions....................................................................................................................................................43
Legal Matters...............................................................................................................................................................43
Public Official Documents and Statements .................................................................................................................43
__________________
Terms such as “we,” “us” and “our” generally refer to PEMEX, unless the context otherwise
requires.
This Listing Memorandum 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 Cebures. The distribution of this Listing
Memorandum and the offering of the Cebures in certain jurisdictions may be restricted by law. Persons
into whose possession this Listing Memorandum comes are required by the Issuer, the Guarantors and the
Placement Facilitation Agents as defined below in “Plan of Distribution” to inform themselves about and
to observe any such restrictions. For a description of certain further restrictions on offers and sales of the
Cebures and distribution of this Listing Memorandum, see “Plan of Distribution” and “Transfer
Restrictions.”
The offering of Cebures was made in Mexico pursuant to a prospectus and prospectus supplement
that were filed with the CNBV (collectively, the “Mexican Offering Documents”), which are in Spanish
and have a different format and contain certain information generally not included in this Listing
Memorandum. The offering of Cebures in the form of GDNs was made in the United States and
elsewhere outside Mexico solely on the basis of the information contained in this Listing Memorandum
and the GDN Supplement. Investors outside of Mexico should not rely on the Mexican Offering
Documents in making an investment decision in relation to the Cebures in the form of GDNs.
You should rely only on the information contained in this Listing Memorandum, the GDN
Supplement and the documents incorporated by reference herein. None of the Issuer or the Guarantors
have authorized anyone to provide you with different information. None of the Issuer, the Guarantors or
the Placement Facilitation Agents (as defined below in “Plan of Distribution”) are making an offer of the
Cebures in any jurisdiction where the offer is not permitted. You should not assume that the information
contained in this Listing Memorandum is accurate as of any date other than the date on the front of this
Listing Memorandum.
ii
The Issuer was established by a decree of the Federal Congress of Mexico (the “Mexican
Congress”) on June 7, 1938 as a result of the nationalization of the foreign-owned oil companies then
operating in Mexico. The Issuer and its four subsidiary entities—Pemex-Exploración y Producción
(Pemex-Exploration and Production), Pemex-Refinación (Pemex-Refining), Pemex-Gas y Petroquímica
Básica (Pemex-Gas and Basic Petrochemicals) and Pemex-Petroquímica (Pemex-Petrochemicals) (each a
“Subsidiary Entity” and, collectively, the “Subsidiary Entities”)—comprise Mexico’s state oil and gas
company. Each is a decentralized public entity of the Mexican Government and is a legal entity
empowered to own property and carry on business in its own name. In addition, the results of a number
of subsidiary companies that are listed in “Consolidated Structure of PEMEX” in the Form 20-F (as
defined below) (such companies, the “Subsidiary Companies”) are incorporated into the consolidated
financial statements published by the Issuer. The Issuer, the Subsidiary Entities and the Subsidiary
Companies are collectively referred to as “PEMEX.” PEMEX’s executive offices are located at Avenida
Marina Nacional No. 329, Colonia Petróleos Mexicanos, México, D.F. 11311, Mexico. PEMEX’s
telephone number is (5255) 1944-2500. PEMEX's registration number with the Mexican federal taxpayer
registry is PME380607P35.
Neither the United States Securities and Exchange Commission (the “SEC”), any state securities
commission, nor any other U.S. regulatory authority, has approved or disapproved the Cebures nor have
any of the foregoing authorities passed upon or endorsed the merits of this Listing Memorandum. Any
representation to the contrary is a criminal offense.
This Listing Memorandum has been prepared by the Issuer solely for use in connection with the
listing of the GDNs on the Global Exchange Market of the Irish Stock Exchange. This Listing
Memorandum is personal to each offeree and does not constitute an offer to any other person or to the
public generally to subscribe for or otherwise acquire the Cebures in the form of GDNs.
The Placement Facilitation Agents make no representation or warranty, express or implied, as to
the accuracy or the completeness of the information contained in this Listing Memorandum. Nothing in
this Listing Memorandum is, or shall be relied upon as, a promise or representation by the Placement
Facilitation Agents as to the past or future. The Issuer has furnished the information contained in this
Listing Memorandum and the information contained under the headings “Description of Tax
Indemnification Agreement” and “Taxation” in the GDN Supplement (such information in the GDN
Supplement, the “GDN Pemex Information”). The Issuer accepts responsibility for the information
contained in this Listing Memorandum and the GDN Pemex Information. To the best of the knowledge
and belief of the Issuer (who has taken all reasonable care to ensure that such is the case), the information
contained in this Listing Memorandum and the GDN Pemex Information is in accordance with the facts
and does not omit anything likely to affect the import of such information. However, the Issuer takes no
responsibility for and makes no representation regarding the GDN Supplement, except for the GDN
Pemex Information.
No person has been authorized to give any information or to make any representations other than
those contained in this Listing Memorandum and the GDN Supplement and, if given or made, such
information or representations must not be relied upon as having been authorized. This Listing
Memorandum does not constitute an offer to sell or the solicitation of an offer to buy any securities. The
delivery of this Listing Memorandum shall not, 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.
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 Memorandum as legal, business or tax
1
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 Cebures in the form of GDNs
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 Memorandum contains 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 Placement Facilitation Agents.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT, ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Issuer with the SEC are incorporated by reference into this
Listing Memorandum:

the Issuer’s annual report on Form 20-F for the year ended December 31, 2012, filed with the
SEC on Form 20-F on April 30, 2013 (the “Form 20-F”);

the Issuer’s report relating to certain recent developments and its condensed consolidated
results for the six months ended June 30, 2013, furnished to the SEC on Form 6-K on August
28, 2013 (the “August 2013 Form 6-K”);

all of the Issuer’s annual reports on Form 20-F, and all reports on Form 6-K that are
designated in such reports as being incorporated into this Listing Memorandum, filed with the
SEC pursuant to Section 13(a), 13(c) or 15(d) of the U.S. Securities Exchange Act of 1934, as
amended, after the date of this Listing Memorandum and prior to the termination of the
offering of the Cebures hereunder.
The information incorporated by reference is considered to be part of this Listing Memorandum,
and later information filed with the SEC will update and supersede this information. You may read a
copy at the SEC’s public reference room in Washington, D.C. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC’s Public Reference Section at
Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference rooms. In addition, any filings the Issuer
2
makes electronically with the SEC will be available to the public over the Internet at the SEC’s website at
http://www.sec.gov under the name “Mexican Petroleum.”
You may request a copy of any document that is incorporated by reference in this Listing
Memorandum and that has not been delivered with this Listing Memorandum, at no cost, by writing or
telephoning Petróleos Mexicanos at: Gerencia Jurídica de Finanzas, Avenida Marina Nacional No. 329,
Colonia Petróleos Mexicanos, México D.F. 11311, telephone (52-55) 1944-9325.
CURRENCY OF PRESENTATION
References in this Listing Memorandum to “U.S. dollars,” “U.S. $,” “dollars” or “$” are to the
lawful currency of the United States. References in this Listing Memorandum to “pesos” or “Ps.” are to
the lawful currency of Mexico. The term “billion” as used in this Listing Memorandum means one
thousand million.
This Listing Memorandum contains translations of certain peso amounts into U.S. dollars at
specified rates solely for your convenience. You should not construe these translations as representations
that the peso amounts actually represent the actual U.S. dollar amounts or could be converted into U.S.
dollars at the rate indicated. Unless otherwise indicated, the U.S. dollar amounts have been translated
from pesos at an exchange rate of Ps. 13.0235 to U.S. $1.00, which is the exchange rate that the
Secretaría de Hacienda y Crédito Público (the Ministry of Finance and Public Credit) instructed the
Issuer to use on June 30, 2013.
On September 13, 2013, the noon buying rate for cable transfers in New York reported by the
Federal Reserve Bank was Ps. 13.0490 = U.S. $1.00.
PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of Petróleos Mexicanos, subsidiary entities and
subsidiary companies as of December 31, 2011 and 2012 and for each of the years in the two-year period
ended December 31, 2012 are included in Item 18 of the Form 20-F incorporated by reference in this
Listing Memorandum. These financial statements are referred to herein as the “2012 financial
statements.” These consolidated financial statements were prepared in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board. This Listing
Memorandum refers to “International Financial Reporting Standards Issued by the International
Accounting Standards Board” as IFRS.
Beginning with the fiscal year starting January 1, 2012, Mexican companies with securities
registered at the Registro Nacional de Valores (National Securities Registry) of the CNBV are required to
prepare financial statements in accordance with IFRS. In addition, these financial statements must be
audited in accordance with the International Standards on Auditing, as required by the CNBV, and in
accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United
States) for purposes of filing with the SEC.
PEMEX’s consolidated financial statements for the years ended December 31, 2011 and 2012
were prepared in accordance with IFRS. PEMEX’s date of transition to IFRS was January 2011. These
consolidated financial statements are PEMEX’s first financial statements prepared in accordance with
IFRS. IFRS 1, “First-time Adoption of International Financial Reporting Standards,” (IFRS 1) has been
applied in preparing these financial statements. Notes 2(a) and 23 to the 2012 financial statements
contain an analysis of the valuation, presentation and disclosure effects of adopting IFRS and a
reconciliation between Normas de Información Financiera Mexicanas (Mexican Financial Reporting
Standards, or Mexican FRS) and IFRS as of January 1 and December 31, 2011 and for the year ended
3
December 2011. The selected financial information for 2011 included in the Form 20-F, and incorporated
by reference herein, differs from the information PEMEX previously published for 2011, because it is
presented in accordance with IFRS for comparative purposes, as required by IFRS 1.
Also incorporated by reference in this Listing Memorandum are the condensed consolidated
interim financial statements of PEMEX as of June 30, 2013 and for the six month periods ended June 30,
2012 and 2013 (the “June 2013 interim financial statements”), which were not audited and were prepared
in accordance with IFRS.
FORWARD-LOOKING STATEMENTS
This Listing Memorandum contains words, such as “believe,” “expect,” “anticipate” and similar
expressions that identify forward-looking statements, which reflect PEMEX’s views about future events
and financial performance. PEMEX has made forward-looking statements that address, among other
things, its:

drilling and other exploration activities;

import and export activities;

projected and targeted capital expenditures and other costs, commitments and revenues; and

liquidity.
Actual results could differ materially from those projected in such forward-looking statements as
a result of various factors that may be beyond PEMEX’s control. These factors include, but are not
limited to:

changes in international crude oil and natural gas prices;

effects on PEMEX from competition;

limitations on PEMEX’s access to sources of financing on competitive terms;

significant developments in the global economy;

significant economic or political developments in Mexico;

developments affecting the energy sector; and

changes in PEMEX’s regulatory environment.
Accordingly, you should not place undue reliance on these forward-looking statements. In any
event, these statements speak only as of their dates, and PEMEX undertakes no obligation to update or
revise any of them, whether as a result of new information, future events or otherwise.
For a discussion of important factors that could cause actual results to differ materially from those
contained in any forward-looking statement, you should read “Risk Factors.”
4
RECENT DEVELOPMENTS
The following information supplements, and to the extent inconsistent therewith supersedes, the
information contained in the documents incorporated by reference in this Listing Memorandum.
Recent Financing Activities
On September 19, 2013 Petróleos Mexicanos established a U.S.$1.5 billion export financing
program with the Export-Import Bank of the United States (“Ex-Im Bank”) pursuant to which Pemex was
authorized to offer debt securities guaranteed by Ex-Im Bank. Petróleos Mexicanos’ first issuance under
the Ex-Im program of U.S. $400 million in principal amount of its 2.830% Notes due 2024, Series 2013-1
(Pemex) closed on September 19, 2013 and Petróleos Mexicanos' second issuance under the Ex-Im
program of U.S. $750 million in principal amount of its Floating Rate Notes due 2024 closed on
September 30, 2013. Petróleos Mexicanos expects to issue additional debt securities under this export
financing program from time to time before the end of 2013. In the event that Pemex elects not to offer
debt securities that in the aggregate equal the total amount guaranteed by Ex-Im Bank pursuant to this
export financing program, Petróleos Mexicanos has the option to enter into a loan with Ex-Im Bank for
the remaining amount.
On September 19, 2013, Petróleos Mexicanos issued, in the Mexican market, Ps. 5,000,000,000
of Cebures due 2024 at a floating rate. These Cebures were issued under Petróleos Mexicanos’ Ps.
300,000,000,000 or Unidades de Inversión (which we refer to as UDIs) equivalent Certificados Bursátiles
Dual Program. All debt securities issued under this program are guaranteed by Pemex-Exploration and
Production, Pemex-Refining and Pemex-Gas and Basic Petrochemicals.
Legal Proceedings
On August 27, 2013, the U.S. District Court for the Southern District of New York issued a
judgment reaffirming the enforceability of an arbitration award in the amount of approximately U.S.$355
million that was originally issued by the International Court of Arbitration of the International Chamber
of Commerce on December 16, 2009 in connection with an arbitration claim filed by Corporación
Mexicana de Mantenimiento Integral, S. de R.L. de C.V. (“COMMISA”) against Pemex-Exploration and
Production. This new judgment did not specify the amount that Pemex-Exploration and Production might
be required to pay COMMISA. Therefore, Pemex-Exploration and Production’s liability might exceed
the amount of the Court’s original judgment.
5
SUMMARY OF THE OFFERING
The following summary highlights selected information from this Listing Memorandum and may
not contain all of the information that is important to you. You should read this Listing Memorandum
and the documents incorporated by reference in their entirety.
Issuer:
Petróleos Mexicanos, a decentralized public entity of the
Mexican Government.
Guarantors:
Pemex-Exploración y Producción (Pemex-Exploration and
Production), Pemex-Refinación (Pemex-Refining) and PemexGas y Petroquímica Básica (Pemex-Gas and Basic
Petrochemicals), each a decentralized public entity of the
Mexican Government.
Cebures:
7.19% Certificados Bursátiles due 2024.
Guaranties:
The obligations of the Guarantors to be jointly and severally
liable for payment of principal of and interest on the Cebures
(the “Guaranties”).
Issue Date:
September 26, 2013.
Maturity Date:
September 12, 2024; provided that if such date does not fall on
a Business Day (as defined herein), the Maturity Date will be
postponed to the next following Business Day as defined in
“Description of the Cebures—Principal and Interest Payments.”
Issue Price:
100% of the principal amount of the Cebures.
Currency:
Pesos.
Holders will not have the option to receive payment in U.S.
dollars, unless they hold Cebures in the form of GDNs. If
restrictions on conversion of pesos into U.S. dollars are
enacted, holders of Cebures in the form of GDNs may be paid
in pesos any amounts for which conversion into U.S. dollars is
not practicable or lawful due to such restrictions. In addition,
holders of GDNs are subject to foreign exchange risks arising
from fluctuations between the peso and the U.S. dollar, when
considering their investment in pesos.
Interest Basis:
Fixed rate.
Interest Rate:
7.19% per annum.
Interest Payment Dates:
Every 182 days, in accordance with the schedule set forth under
“Description of the Cebures—Principal and Interest Payments”;
provided that if any Interest Payment Date is not a Business
Day, it will be postponed to the next following Business Day.
Payments of Principal and Interest:
The accrued interest on and principal of the Cebures will be
paid on each Interest Payment Date and on the Maturity Date,
respectively (or if such date falls on a day that is not a Business
Day, on the next following Business Day), by electronic
transfer to S.D. Indeval Institución para el Depósito de Valores,
S.A. de C.V. (“Indeval”), at its office at Paseo de la Reforma
6
No. 255, 3rd Floor, Cuauhtémoc, C.P. 06500, Mexico, D.F.,
against presentation of the Cebures or the certifications issued
by Indeval to the persons shown on its records as the owners of
interests in the Cebures.
Interest on Overdue Amounts:
Interest will accrue on overdue amounts at a rate per annum
equal to the sum of 2% plus the interest rate applicable to the
Cebures, during the period from, and including, the due date
thereof to, but excluding, the date on which the overdue amount
is paid.
Additional Amounts:
The Issuer has agreed with the Custodian (as defined below),
for the benefit of the holders of Cebures in the form of GDNs,
to pay certain additional amounts in respect of Mexican
withholding taxes applicable to interest and interest-like
payments. See “Description of Tax Indemnification
Agreement” in the GDN Supplement for a description of that
agreement and the exceptions to the Issuer’s obligation to pay
additional amounts. Holders of Cebures that are not
represented by GDNs will not be entitled to receive additional
amounts in connection with Mexican withholding taxes
applicable to interest and interest-like payments.
Tax Redemption of Cebures:
If, as a result of certain changes in Mexican law (including
rules and regulations thereunder), the Issuer or any Guarantor
becomes obligated to pay additional amounts under the Tax
Indemnification Agreement in excess of the additional amounts
that any of them would be obligated to pay if payments
(including payments of interest) on the Cebures in the form of
GDNs were subject to withholding taxes in Mexico at a rate of
10%, then, at the Issuer’s option, all the Cebures (including
Cebures underlying the GDNs) may be redeemed on any
Interest Payment Date in whole, but not in part, at a price equal
to 100% of the outstanding principal amount thereof, plus
accrued interest and any additional amounts due thereon up to
(but not including) the date of such redemption. See
“Description of the Cebures—Redemption—Tax Redemption
of Cebures.”
General Redemption:
The Cebures will be redeemable at par on the Maturity Date.
The Cebures are not subject to early redemption at the option of
the holders of the Cebures or the Issuer, except as described
under “Description of the Cebures—Redemption—Tax
Redemption of Cebures.”
Further Issuances:
The Issuer has the right from time to time, without the consent
of the holders of the Cebures, to create and issue additional
securities having substantially the same terms and conditions as
the Cebures, except for the issue price and issue date. The
additional securities may be consolidated and form a single
series with the Cebures, as further described under “Description
of the Cebures—Further Issues.”
7
Use of Proceeds:
The net proceeds from the issuance of the Cebures will be used
by the Issuer to finance PEMEX’s investment program.
Denominations:
Ps. 100.00 and integral multiples thereof.
Form of Cebures:
The Cebures are represented by a single global security
deposited with Indeval for the account of the initial purchasers
thereof.
Governing Law and Jurisdiction:
The Cebures and the Guaranties are governed by Mexican law.
The federal courts of Mexico, Distrito Federal, Mexico, will
have exclusive jurisdiction over any actions relating to the
Cebures.
Clearance and Settlement of the
Cebures:
The Cebures were initially issued through and clear and settle
in the book-entry system maintained by Indeval.
Listing:
The Cebures are listed on the Bolsa Mexicana de Valores,
S.A.B. de C.V. (the “Mexican Stock Exchange”).
Common Representative:
Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo
Financiero (the “Common Representative” or “Invex”), acts as
representative of the holders of the Cebures.
8
SELECTED FINANCIAL DATA
Year Ended December 31,(1)(2)
2011
2012
Period Ended June 30,(1)(3)
2012
2013
(in millions of pesos, except ratios)
Statement of Comprehensive Income
Data
Net sales ................................................................
1,558,454
Operating income ................................................................
861,311
Financing cost—Net ................................
(92,795)
Net income (loss) for the period ................................
(106,942)
Comprehensive result for the period ................................
(113,387)
Statement of Financial Position Data
(end of period)
Cash and cash equivalents ................................ 114,977
Total assets ................................................................
1,981,374
Long-term debt ................................................................
672,657
Total long-term liabilities ................................ 1,624,752
Total equity (deficit) ................................
103,177
Statement of Cash Flows
Depreciation and amortization ................................127,380
Acquisition of fixed assets(4) ................................ 167,014
Other Financial Data
Ratio of earnings to fixed charges(5) ................................
(0.61)
1,646,912
905,339
(4,891)
2,600
(374,242)
817,391
481,664
(26,607)
6,818
(5,756)
789,405
398,859
(23,587)
(53,385)
(53,294)
119,235
2,024,183
672,618
2,059,445
(271,066)
n.a.
n.a.
n.a.
n.a.
n.a.
106,750
2,001,397
667,616
2,094,455
(324,360)
140,538
197,509
68,837
78,861
73,524
87,235
1.14
1.23
—
Note: n.a. = Not applicable.
(1)
Includes Petróleos Mexicanos, the subsidiary entities and the subsidiary companies listed in Note 3(a) to PEMEX’s 2012
financial statements and in Note 3(a) to PEMEX’s June 2013 interim financial statements.
(2)
Information derived from PEMEX’s 2012 financial statements.
(3)
Information derived from PEMEX’s June 2013 interim financial statements, which were furnished to the SEC as part of the
August 2013 Form 6-K.
(4)
Includes capitalized financing cost. See Note 10 to PEMEX’s 2012 financial statements, “Item 5—Operating and Financial
Review and Prospects—Liquidity and Capital Resources” in the Form 20-F and Note 3(q) to PEMEX’s June 2013 interim
financial statements.
(5)
Earnings, for the purpose of this calculation, consist of pre-tax income (loss) from continuing operations before income from
equity investees, plus fixed charges, minus interest capitalized during the period, plus the amortization of capitalized interest
during the period and plus dividends received on equity investments. Pre-tax income (loss) is calculated after the deduction
of hydrocarbon duties, but before the deduction of the hydrocarbon income tax and other income taxes. Fixed charges are
calculated as the sum of interest expense plus interest capitalized during the period. Fixed charges do not take into account
exchange gain or loss attributable to PEMEX’s indebtedness.
Source: PEMEX’s 2012 financial statements and PEMEX’s June 2013 interim financial statements.
9
CAPITALIZATION
The following table sets forth the capitalization of PEMEX at June 30, 2013.
Long-term external debt.................................................................. Ps.
Long-term domestic debt ................................................................
Total long-term debt(3) ............................................................
Certificates of Contribution “A”(4) ..................................................
Mexican Government contributions to Petróleos Mexicanos ...........
Legal reserve...................................................................................
Accumulated other comprehensive result .......................................
Accumulated losses from prior years..............................................
Net income (loss) for the period .....................................................
Total equity ............................................................................
Total capitalization ......................................................................... Ps.
Note:
(1)
(2)
(3)
(4)
At June 30, 2013(1)(2)
(millions of pesos or U.S. dollars)
546,529
U.S.$
41,965
121,087
9,298
667,616
51,262
49,605
3,809
178,731
13,724
978
75
(383,197)
(29,424)
(117,091)
(8,991)
(53,385)
(4,099)
(324,360)
(24,906)
343,257
U.S.$
26,357
Numbers may not total due to rounding.
Unaudited. Convenience translations into U.S. dollars of amounts in pesos have been made at the established exchange rate of
Ps. 13.0235 = U.S. $1.00 at June 30, 2013. Such translations should not be construed as a representation that the peso amounts have
been or could be converted into U.S. dollar amounts at the foregoing or any other rate.
As of the date of this Listing Memorandum, there has been no material change in the capitalization of PEMEX since June 30, 2013,
except for PEMEX’s undertaking of new financings disclosed in (a) “Item 5—Operating and Financial Review and Prospects—
Liquidity and Capital Resources—Financing Activities” in the Form 20-F and (b) the August 2013 Form 6-K.
Total long-term debt does not include short-term indebtedness of Ps. 92,598 million (U.S. $7,110 million) at June 30, 2013.
Equity instruments held by the Mexican Government.
Source: PEMEX’s June 2013 interim financial statements.
10
RISK FACTORS
Considerations Related to Mexico
Economic conditions and government policies in Mexico and elsewhere may have a material impact on
our operations.
A deterioration in Mexico’s economic condition, social instability, political unrest or other
adverse social developments in Mexico could adversely affect our business and financial condition.
Those events could also lead to increased volatility in the foreign exchange and financial markets, thereby
affecting our ability to obtain new financing and service our debt. Additionally, the Mexican Government
may cut spending in the future. These cuts could adversely affect our business, financial condition and
prospects. In the past, Mexico has experienced several periods of slow or negative economic growth,
high inflation, high interest rates, currency devaluation and other economic problems. These problems
may worsen or reemerge, as applicable, in the future, and could adversely affect our business and our
ability to service our debt. A worsening of international financial or economic conditions, including a
slowdown in growth or recessionary conditions in Mexico’s trading partners, including the United States,
or the emergence of a new financial crisis, could have adverse effects on the Mexican economy, our
financial condition and our ability to service our debt.
Changes in exchange rates or in Mexico’s exchange control laws may hamper our ability to service
our foreign currency debt.
The Mexican Government does not currently restrict the ability of Mexican companies or
individuals to convert pesos into U.S. dollars or other currencies, and Mexico has not had a fixed
exchange rate control policy since 1982. However, in the future, the Mexican Government could impose
a restrictive exchange control policy, as it has done in the past. We cannot provide assurances that the
Mexican Government will maintain its current policies with regard to the peso or that the peso’s value
will not fluctuate significantly in the future. The peso has been subject to significant devaluations against
the U.S. dollar in the past and may be subject to significant fluctuations in the future. Mexican
Government policies affecting the value of the peso or preventing us from exchanging pesos into U.S.
dollars could prevent us from paying our foreign currency obligations.
Most of our debt is denominated in U.S. dollars. In the future, we may incur additional
indebtedness denominated in U.S. dollars or other currencies. Declines in the value of the peso relative to
the U.S. dollar or other currencies may increase our interest costs in pesos and result in foreign exchange
losses to the extent that we have not hedged our exposure with derivative financial instruments.
For information on historical peso/U.S. dollar exchange rates, see “Item 3—Key Information—
Exchange Rates” in the Form 20-F.
Political conditions in Mexico could materially and adversely affect Mexican economic policy and, in
turn, our operations.
Political events in Mexico may significantly affect Mexican economic policy and, consequently,
our operations. Presidential and federal congressional elections in Mexico were held on July 1, 2012. On
December 1, 2012, Enrique Peña Nieto, a member of the Partido Revolucionario Institucional
(Institutional Revolutionary Party, or PRI) formally assumed office as the new President of Mexico,
replacing Felipe de Jesús Calderón Hinojosa, a member of the Partido Acción Nacional (National Action
Party, or PAN). As a result of these elections, no political party holds a simple majority in either house of
the Mexican Congress. The new administration and the Mexican Congress are discussing a number of
structural reforms, including energy reform, that could affect economic conditions or the industry in
which we operate in Mexico. Until any structural reform that impacts the industry in which we operate in
Mexico is adopted, we do not know how these policies could impact our results of operations and
financial position.
11
Mexico has experienced a period of increasing criminal violence and such activities could affect our
operations.
Recently, Mexico has experienced a period of increasing criminal violence, primarily due to the
activities of drug cartels and related criminal organizations. In response, the Mexican Government has
implemented various security measures and has strengthened its military and police forces. Despite these
efforts, drug-related crime continues to exist in Mexico. These activities, their possible escalation and the
violence associated with them, in an extreme case, may have a negative impact on our financial condition
and results of operations.
Risk Factors Related to Our Relationship with the Mexican Government
The Mexican Government controls us and it could limit our ability to satisfy our external debt
obligations or could reorganize or transfer us or our assets.
We are a decentralized public entity of the Mexican Government, and therefore the Mexican
Government controls us, as well as our annual budget, which is approved by the Cámara de Diputados
(Chamber of Deputies). However, our financing obligations do not constitute obligations of and are not
guaranteed by the Mexican Government. The Mexican Government has the power to intervene directly
or indirectly in our commercial and operational affairs. Intervention by the Mexican Government could
adversely affect our ability to make payments under any securities issued by us, including the Cebures.
The Mexican Government’s agreements with international creditors may affect our external debt
obligations. In certain past debt restructurings of the Mexican Government, the Issuer’s external
indebtedness was treated on the same terms as the debt of the Mexican Government and other public
sector entities. In addition, Mexico has entered into agreements with official bilateral creditors to
reschedule public sector external debt. Mexico has not requested restructuring of bonds or debt owed to
multilateral agencies.
The Mexican Government would have the power, if the Constitución Política de los Estados
Unidos Mexicanos (Political Constitution of the United Mexican States) and federal law were amended,
to reorganize us, including a transfer of all or a portion of Petróleos Mexicanos and our subsidiary entities
or their assets to an entity not controlled by the Mexican Government. Such a reorganization or transfer
could adversely affect production, cause a disruption in our workforce and our operations and cause us to
default on certain obligations. See also “—Considerations Related to Mexico” above.
We and our subsidiary entities pay special taxes and duties to the Mexican Government, which may
limit our capacity to expand our investment program.
We pay a substantial amount of taxes and duties to the Mexican Government, particularly on the
revenues of Pemex-Exploration and Production, which may limit our ability to make capital investments.
In 2012, approximately 54.8% of our sales revenues was used to pay taxes and duties to the Mexican
Government. These special taxes and duties constitute a substantial portion of the Mexican
Government’s revenues. For further information, see “Item 4—Information on the Company—Taxes and
Duties” and “Item 5—Operating and Financial Review and Prospects—IEPS Tax, Hydrocarbon Duties
and Other Taxes” in the Form 20-F.
The Mexican Government has imposed price controls in the domestic market on our products.
The Mexican Government has from time to time imposed price controls on the sales of natural
gas, liquefied petroleum gas (LPG), gasoline, diesel, gas oil intended for domestic use, fuel oil and other
products. As a result of these price controls, we have not been able to pass on all of the increases in the
prices of its product purchases to its customers in the domestic market. We do not control the Mexican
Government’s domestic policies and the Mexican Government could impose additional price controls on
the domestic market in the future. The imposition of such price controls would adversely affect our
12
results of operations. For more information, see “Item 4—Information on the Company—Business
Overview—Refining—Pricing Decrees” and “Item 4—Information on the Company—Business
Overview—Gas and Basic Petrochemicals—Pricing Decrees” in the Form 20-F.
The Mexican nation, not us, owns the hydrocarbon reserves in Mexico.
The Political Constitution of the United Mexican States provides that the Mexican nation, not us,
owns all petroleum and other hydrocarbon reserves located in Mexico. Although Mexican law gives
Pemex-Exploration and Production the exclusive right to exploit Mexico’s hydrocarbon reserves, it does
not preclude the Mexican Congress from changing current law and assigning some or all of these rights to
another company. Such an event would adversely affect our ability to generate income.
Information on Mexico’s hydrocarbon reserves is based on estimates, which are uncertain and subject
to revisions.
The information on oil, gas and other reserves set forth in the Form 20-F is based on estimates.
Reserves valuation is a subjective process of estimating underground accumulations of crude oil and
natural gas that cannot be measured in an exact manner; the accuracy of any reserves estimate depends on
the quality and reliability of available data, engineering and geological interpretation and subjective
judgment. Additionally, estimates may be revised based on subsequent results of drilling, testing and
production. These estimates are also subject to certain adjustments based on changes in variables,
including crude oil prices. Therefore, proved reserves estimates may differ materially from the ultimately
recoverable quantities of crude oil and natural gas. See “—Risk Factors Related to Our Operations—
Crude oil and natural gas prices are volatile and low crude oil and natural gas prices adversely affect our
income and cash flows and the amount of Mexico’s hydrocarbon reserves.” Pemex-Exploration and
Production revises its estimates of Mexico’s hydrocarbon reserves annually, which may result in material
revisions to its estimates of Mexico’s hydrocarbon reserves.
We must make significant capital expenditures to maintain our current production levels, and to
maintain, as well as increase, Mexico’s proved hydrocarbon reserves. Mexican Government budget
cuts, reductions in our income and inability to obtain financing may limit our ability to make capital
investments.
We invest funds to maintain, as well as increase, the amount of extractable hydrocarbon reserves
in Mexico. We also continually invest capital to enhance our hydrocarbon recovery ratio and improve the
reliability and productivity of our infrastructure. While the replacement rate for proved hydrocarbon
reserves has been above 100% in recent years, it remained less than 100% from 2008 until 2010, which
represents a decline in Mexico’s proved hydrocarbon reserves in each of those years. Pemex-Exploration
and Production’s crude oil production decreased by 1.0% from 2009 to 2010, by 1.0% from 2010 to 2011
and by 0.2% from 2011 to 2012, primarily as a result of the decline of production in the Cantarell project.
Our ability to make capital expenditures is limited by the substantial taxes and duties that we pay to the
Mexican Government and cyclical decreases in our revenues primarily related to lower oil prices. In
addition, budget cuts imposed by the Mexican Government and the availability of financing may also
limit our ability to make capital investments. For more information, see “Item 4—Information on the
Company—History and Development—Capital Expenditures and Investments” in the Form 20-F.
Risk Factors Related to Our Operations
Crude oil and natural gas prices are volatile and low crude oil and natural gas prices adversely affect
our income and cash flows and the amount of Mexico’s hydrocarbon reserves.
International crude oil and natural gas prices are subject to global supply and demand and
fluctuate due to many factors beyond our control. These factors include competition within the oil and
natural gas industry, the prices and availability of alternative sources of energy, international economic
trends, exchange rate fluctuations, expectations of inflation, domestic and foreign government regulations
13
or international laws, political and other events in major oil and natural gas producing and consuming
nations and actions taken by Organization of the Petroleum Exporting Countries (OPEC) members and
other oil exporting countries, trading activity in oil and natural gas and transactions in derivative financial
instruments related to oil and gas.
When international crude oil and natural gas prices are low, we earn less export sales revenue
and, therefore, generate lower cash flows and earn less income, because our costs remain roughly
constant. Conversely, when crude oil and natural gas prices are high, we earn more export sales revenue
and our income before taxes and duties increases. As a result, future fluctuations in international crude
oil and natural gas prices will have a direct effect on our results of operations and financial condition, and
may affect Mexico’s hydrocarbon reserves estimates. See “—Risk Factors Related to Our Relationship
with the Mexican Government—Information on Mexico’s hydrocarbon reserves is based on estimates,
which are uncertain and subject to revisions” and “Item 11—Quantitative and Qualitative Disclosures
about Market Risk—Hydrocarbon Price Risk” in the Form 20-F.
We are an integrated oil and gas company and are exposed to production, equipment and
transportation risks, criminal acts and deliberate acts of terror.
We are subject to several risks that are common among oil and gas companies. These risks
include production risks (fluctuations in production due to operational hazards, natural disasters or
weather, accidents, etc.), equipment risks (relating to the adequacy and condition of our facilities and
equipment) and transportation risks (relating to the condition and vulnerability of pipelines and other
modes of transportation). More specifically, our business is subject to the risks of explosions in pipelines,
refineries, plants, drilling wells and other facilities, hurricanes in the Gulf of Mexico and other natural or
geological disasters and accidents, fires and mechanical failures. Criminal attempts to divert our crude
oil, natural gas or refined products from our pipeline network and facilities for illegal sale have resulted in
explosions, property and environmental damage, injuries and loss of life.
Our facilities are also subject to the risk of sabotage, terrorism and cyber attacks. In July 2007,
two of our pipelines were attacked. In September 2007, six different sites were attacked and 12 of our
pipelines were affected. The occurrence of any of these events or of accidents connected with production,
processing and transporting oil and oil products could result in personal injuries, loss of life,
environmental damage with resulting containment, clean-up and repair expenses, equipment damage and
damage to our facilities. A shutdown of the affected facilities could disrupt our production and increase
our production costs. As of the date of this Listing Memorandum, there have been no similar occurrences
since 2007. Although we have established cybersecurity systems and procedures to protect our
information technology and have not yet suffered a cyber attack, if the integrity of our information
technology were ever compromised due to a cyber attack, our business operations could be disrupted and
our proprietary information could be lost or stolen.
We purchase comprehensive insurance policies covering most of these risks; however, these
policies may not cover all liabilities, and insurance may not be available for some of the consequential
risks. There can be no assurance that accidents or acts of terror will not occur in the future, that insurance
will adequately cover the entire scope or extent of our losses or that we may not be found directly liable
in connection with claims arising from these or other events. See “Item 4—Information on the
Company—Business Overview—PEMEX Corporate Matters—Insurance” in the Form 20-F.
We have a substantial amount of liabilities that could adversely affect our financial condition and
results of operations.
We have a substantial amount of debt. As of December 31, 2012, our total indebtedness,
excluding accrued interest, was approximately U.S. $59.8 billion, in nominal terms, which is a 7.9%
increase as compared to our total indebtedness, excluding accrued interest, of approximately
U.S. $55.4 billion at December 31, 2011. Our level of debt may increase further in the near or medium
term and may have an adverse effect on our financial condition and results of operations.
14
To service our debt, we have relied and may continue to rely on a combination of cash flows
provided by operations, drawdowns under our available credit facilities and the incurrence of additional
indebtedness. Certain rating agencies have expressed concerns regarding the total amount of our debt,
our increase in indebtedness over the last several years and our substantial unfunded reserve for
retirement pensions and seniority premiums, which as of December 31, 2012 was equal to approximately
U.S. $99.0 billion. Due to our heavy tax burden, we have resorted to financings to fund our capital
investment projects. Any further lowering of our credit ratings may have adverse consequences on our
ability to access the financial markets and/or our cost of financing. If we were unable to obtain financing
on favorable terms, this could hamper our ability to obtain further financing as well as hamper investment
in projects financed through debt. As a result, we may not be able to make the capital expenditures
needed to maintain our current production levels and to maintain, as well as increase, Mexico’s proved
hydrocarbon reserves, which may adversely affect our financial condition and results of operations. See
“—Risk Factors Related to Our Relationship with the Mexican Government—We must make significant
capital expenditures to maintain our current production levels, and to maintain, as well as increase,
Mexico’s proved hydrocarbon reserves. Mexican Government budget cuts, reductions in our income and
inability to obtain financing may limit our ability to make capital investments.”
Our compliance with environmental regulations in Mexico could result in material adverse effects on
our results of operations.
A wide range of general and industry-specific Mexican federal and state environmental laws and
regulations apply to our operations; these laws and regulations are often difficult and costly to comply
with and carry substantial penalties for non-compliance. This regulatory burden increases our costs
because it requires us to make significant capital expenditures and limits our ability to extract
hydrocarbons, resulting in lower revenues. For an estimate of our accrued environmental liabilities, see
“Item 4—Information on the Company—Environmental Regulation—Environmental Liabilities” in the
Form 20-F. In addition, we have agreed with third parties to make investments to reduce our carbon
dioxide emissions. See “Item 4—Information on the Company—Environmental Regulation—Carbon
Dioxide Emissions Reduction” in the Form 20-F.
Risks Related to the Cebures
The market for the Cebures may not be liquid, and market conditions could affect the price at which
the Cebures trade.
We cannot promise that a market for the Cebures will be liquid or will continue to exist.
Although the Cebures are traded and listed on the Mexican Stock Exchange, no assurance may be given
that a liquid market will develop.
Prevailing interest rates, exchange rates, economic conditions in Mexico and general market
conditions could affect the price of the Cebures. This could cause the Cebures to trade at prices that may
be lower than their principal amount or their initial offering price.
The Cebures contain provisions that permit us to amend the payment terms of the Cebures without the
consent of all holders.
The Cebures contain provisions regarding acceleration and voting on amendments, modifications
and waivers which are commonly referred to as “collective action clauses.” Under these provisions,
certain key terms of the Cebures may be amended, including the maturity date, interest rate and other
payment terms, with the consent of a percentage, as opposed to all, of the holders. See “Description of
the Cebures—Holders’ Meetings; Modification and Waiver.”
15
The ability of holders to transfer Cebures in the United States and certain other jurisdictions will be
limited.
The Cebures have not been and will not be registered under the Securities Act and therefore may
not be offered or sold in the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable U.S. state securities laws. Offers and sales of the
Cebures may also be subject to transfer restrictions in other jurisdictions. You should consult your
financial or legal advisors for advice concerning applicable transfer restrictions in respect of the Cebures.
A depreciation in the value of the peso will adversely affect the payments of principal of and interest on
the Cebures in U.S. dollar terms.
We or the Guarantors will make payments of principal of and interest on the Cebures in pesos, as
the Cebures are securities denominated in pesos. Currency exchange rates between the peso and the U.S.
dollar can be volatile and unpredictable. A depreciation in the value of the peso as compared to the U.S.
dollar will decrease the U.S. dollar value of the amounts payable, as principal or interest, in respect of the
Cebures and the market value of the Cebures in U.S. dollars, which in turn could adversely affect the
value of the GDNs and, as a result, the holders of GDNs.
Exchange and transfer controls could affect the peso/U.S. dollar exchange rate and the ability to
transfer payments of principal and interest, or proceeds from sales of Cebures, outside of Mexico.
Since 1982, the peso has floated freely against the U.S. dollar, and no restrictions currently exist
on the purchase of foreign currency with pesos. The peso/U.S. dollar exchange rate fluctuates based on
market conditions, although Banco de México, the central bank of Mexico, from time to time intervenes
in the foreign exchange market to reduce volatility in the value of the peso against the U.S. dollar. The
Mexican Government currently does not restrict, and for many years has not restricted, the ability of
Mexican or foreign persons or entities to convert pesos into U.S. dollars or other foreign currencies. Any
restrictive exchange controls imposed in the future could impair the ability to exchange pesos for U.S.
dollars or other foreign currency and/or the ability to transfer pesos or foreign currency outside Mexico as
well as cause the value of the peso to depreciate against the U.S. dollar or other currencies.
If any such exchange controls become effective, holders of GDNs may not be able to convert
interest or principal payments paid in respect of the Cebures in pesos into foreign currencies for
repatriation, and holders of Cebures may not be able to convert the peso proceeds of sales of Cebures into
foreign currencies for repatriation, which would have a material adverse effect on their investment and the
value of the GDNs and the underlying Cebures.
The Cebures may be subject to withholding and capital gain taxes. If a holder of GDNs exchanges
those GDNs for Cebures, that holder will no longer be entitled to receive additional amounts from us
or the Guarantors in respect of Mexican withholding taxes. Moreover, additional amounts paid to
GDN holders do not release Mexican holders of their payment obligations to the Mexican tax
authorities.
Under current Mexican law, payments of interest on the Cebures, if paid to or for the benefit of a
foreign holder, are subject to withholding tax at a maximum rate of 30%, although a reduced rate of
withholding may be available in certain circumstances. In addition, under certain circumstances foreign
holders of Cebures may be subject to withholding in respect of certain capital gains taxes on the Cebures.
See “Taxation—Mexican Taxation.” Neither the Issuer nor any Guarantor is required to pay additional
amounts under the Cebures in respect of withholding taxes.
The Issuer and Guarantors have, subject to certain exceptions, agreed to pay additional amounts
to Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex (the “Custodian”), who
16
will hold the Cebures represented by GDNs, for the benefit of holders of GDNs, to compensate foreign
holders of the GDNs for certain Mexican withholding taxes, so that holders of the GDNs will receive the
full amount of interest on and principal of the Cebures, as described under “Description of Tax
Indemnification Agreement” in the GDN Supplement. However, this obligation to pay additional
amounts applies only with respect to the Cebures that are represented by GDNs. Therefore, if a holder of
GDNs exchanges those GDNs for Cebures, that holder will no longer be entitled to receive additional
amounts from the Issuer or the Guarantors to compensate for Mexican withholding taxes.
Moreover, additional amounts paid to GDN holders do not release Mexican holders of their
payment obligations to the Mexican tax authorities, and the Issuer’s and Guarantors’ obligations under the
Tax Indemnification Agreement do not apply to taxes withheld on payments to holders or beneficial
owners of the GDNs that are Mexican citizens or residents (including holders that are entities organized
under Mexican law or resident in Mexico). Each holder should consult its own tax advisors as needed to
make its investment decision and to determine the tax implications of an investment in the GDNs under
applicable laws or regulations.
Holders of Cebures in the form of GDNs may find it difficult to exercise their voting rights with respect
to the Cebures and to exercise remedies in the event of a default under the Cebures.
Holders of GDNs may exercise their voting rights with respect to and remedies under the Cebures
represented by the GDNs only in accordance with the terms and conditions of the GDNs. There are
practical limitations on the ability of holders of GDNs to exercise voting rights and remedies due to the
additional steps involved in communicating with holders of GDNs and the limitations on the obligations
and liability of the GDN depositary, Citibank, N.A. (the “GDN Depositary”). See “Description of Global
Depositary Notes” in the GDN Supplement.
For example, the Issuer is required to publish a notice in certain newspapers in Mexico whenever
a meeting of the holders of the Cebures is taking place. Holders of the Cebures can exercise their right to
vote at a holder’s meeting by attending the meeting in person or by proxy (authorized in writing). By
contrast, a holder of GDNs will receive notice of a holders’ meeting only if the GDN Depositary receives
the notice of the meeting and elects to forward such notice to the GDN holders. To exercise their voting
rights, the GDN Depositary must request instructions from the GDN holders and holders of GDNs must
instruct the GDN Depositary on a timely basis. The GDN Depositary is not required to request
instructions from the holders of the GDNs and will not be subject to any liability if it fails to do so. If the
GDN Depositary does ask for voting instructions from the GDN holders, this voting process will take
longer for holders of GDNs than for direct holders of the Cebures. Even if it receives timely voting
instructions for your GDNs, the GDN Depositary has no fiduciary responsibility to the GDN holders and
will not be subject to any liability if it fails to vote in accordance with your instructions. See “Description
of Global Depositary Notes—Limitations on Obligations and Liabilities” in the GDN Supplement. This
means that you may not be able to exercise your right to vote and you may have no recourse if the
Cebures held by you in GDN form are not voted as you requested.
Meetings of holders of the Cebures can be held for purposes of modifying the payment terms of
the Cebures, for the purpose of exercising remedies, including acceleration of the maturity of the Cebures
if the Issuer defaults in the payment of amounts due under the Cebures beyond the applicable grace
period, and for other purposes. As a result, if you hold Cebures in the form of GDNs, your ability to vote
on these matters will be limited.
The duties and responsibilities of the Common Representative are not as developed as in other
jurisdictions.
The Common Representative is required to act for the benefit of the holders of the Cebures and to
enforce rights of the holders of the Cebures.
17
Although Mexican law provides that the Common Representative must supervise and exercise
rights of holders, the duties and standards under which the Common Representative is required to act are
not as well defined as in other jurisdictions, and holders of GDNs may, in practice, be detrimentally
affected by a failure of the Common Representative to act expeditiously or in accordance with duties
customary in other jurisdictions, and may not be able to enforce, timely or at all, rights against the Issuer
and the Guarantors in connection with the Cebures.
The Cebures and the Tax Indemnification Agreement are governed by Mexican law; neither the Issuer
nor the Guarantors have submitted to the jurisdiction of courts outside of Mexico; we may claim some
immunities under the Foreign Sovereign Immunities Act and Mexican law, and your ability to sue or
recover may be limited.
The Cebures, the Guaranties and the Tax Indemnification Agreement are governed by Mexican
law. The application of Mexican law in respect of our obligations under the Cebures, the Guaranties and
the Tax Indemnification Agreement may produce different results than those expected by non-Mexican
investors in connection with investments in securities placed internationally.
All payments on the Cebures will be made in Mexico. The Issuer and the Common
Representative have expressly submitted to the jurisdiction of the federal courts in the Federal District,
Mexico, with respect to any actions related to the Cebures, and have waived any other jurisdiction to
which they may be entitled.
The Issuer and the Guarantors have also submitted to the jurisdiction of the federal courts in the
Federal District, Mexico, with respect to actions under the Tax Indemnification Agreement and the
Guaranties.
Neither the Issuer nor the Guarantors have submitted to the jurisdiction of any United States or
other courts with respect to actions based upon the Cebures, the Guaranties or the Tax Indemnification
Agreement, and neither the Issuer nor the Guarantors has waived any immunities to which they are
entitled under the U.S. Foreign Sovereign Immunities Act of 1976, as amended (the “Immunities Act”),
with respect to actions based on the Cebures, the Guaranties or the Tax Indemnification Agreement.
Accordingly, any action for nonpayment of or related to the Cebures, the Guaranties or the Tax
Indemnification Agreement, may only be brought in the federal courts of Mexico. Mexican procedural
rules are likely to be different from procedural rules applicable if an action were brought in courts in other
jurisdictions. In addition, because Mexican law does not allow attachment prior to judgment or
attachment in aid of execution upon a judgment by Mexican courts upon our assets or our subsidiary
entities, the ability of a holder of Cebures to recover from the Issuer or the Guarantors on the Cebures, the
Guaranties or the Tax Indemnification Agreement, may be limited.
We also do not know whether Mexican courts would permit an action based on, or enforce a
judgment of a U.S. court based on, the civil liability provisions of the U.S. federal securities laws.
Therefore, even if a holder of Cebures were able to obtain a U.S. judgment against us, a holder of Cebures
might not be able to enforce that U.S. judgment in Mexico. Moreover, a holder of Cebures may not be
able to enforce a judgment of a Mexican court against the property of the Issuer or the Guarantors in the
United States, except under the limited circumstances specified in the Immunities Act.
Our directors and officers, as well as some of the experts named in this Listing Memorandum or
the Form 20-F, reside outside the United States. Substantially all of our assets and those of most of our
directors, officers and experts are located outside the United States. As a result, a holder of Cebures may
not be able to effect service of process on our directors or officers or those experts within the United
States.
18
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19
USE OF PROCEEDS
The net proceeds from the issuance of the Cebures will be used by the Issuer to finance PEMEX’s
investment program. For more information on PEMEX’s investment program, see “Item 4—Information
on the Company—Capital Expenditures and Investments” in the Form 20-F.
GUARANTORS
The Guarantors—Pemex-Exploration and Production, Pemex-Refining and Pemex-Gas and Basic
Petrochemicals—are decentralized public entities of Mexico, which were created by the Mexican
Congress on July 17, 1992 out of operations that had previously been directly managed by Petróleos
Mexicanos. Each of the Guarantors is a legal entity empowered to own property and carry on business in
its own name. The executive offices of each of the Guarantors are located at Avenida Marina Nacional
No. 329, Colonia Petróleos Mexicanos, México, D.F. 11311, México. The Issuer’s telephone number,
which is also the telephone number for the Guarantors, is (52-55) 1944-2500.
The activities of the Issuer and the Guarantors are regulated primarily by:
 the Ley Reglamentaria del Artículo 27 Constitucional en el Ramo del Petróleo (Regulatory
Law to Article 27 of the Political Constitution of the United Mexican States Concerning
Petroleum Affairs, or the Regulatory Law); and
 the Ley de Petróleos Mexicanos (Petróleos Mexicanos Law).
The operating activities of the Issuer are allocated among the Guarantors and the other subsidiary
entity, Pemex-Petrochemicals, each of which has the characteristics of a subsidiary of the Issuer. The
principal business lines of the Guarantors are as follows:
 Pemex-Exploration and Production explores for and exploits crude oil and natural gas and
transports, stores and markets these hydrocarbons;
 Pemex-Refining refines petroleum products and derivatives that may be used as basic
industrial raw materials and stores, transports, distributes and markets these products and
derivatives; and
 Pemex-Gas and Basic Petrochemicals processes natural gas, natural gas liquids and
derivatives that may be used as basic industrial raw materials and stores, transports,
distributes and markets these products and produces, stores, transports, distributes and
markets basic petrochemicals.
For further information about the legal framework governing the Guarantors, see “Item 4—
Information on the Company—History and Development” in the Form 20-F.
The Guarantors have been consolidated with PEMEX in the 2012 financial statements included in
the Form 20-F and the June 2013 interim financial statements included in the August 2013 Form 6-K
incorporated by reference in this Listing Memorandum. See Notes 4 and 24 to the 2012 financial
statements and Note 4 to the June 2013 interim financial statements for the selected consolidated
statement of financial position, statement of operations and statement of cash flow data for the Guarantors
that are utilized to produce the consolidated financial statements of PEMEX. None of the Guarantors
publish their own financial statements.
The following is a brief description of each Guarantor.
20
Pemex-Exploration and Production
Pemex-Exploration and Production explores for and produces crude oil and natural gas, primarily
in the northeastern and southeastern regions of Mexico and offshore in the Gulf of Mexico. In nominal
peso terms, Pemex-Exploration and Production’s capital investment in exploration and production
activities increased by 9.5% in 2012. As a result of its investments in previous years, Pemex-Exploration
and Production’s total hydrocarbon production reached a level of approximately 3,697 thousand barrels of
oil equivalent per day in 2012. Pemex-Exploration and Production’s crude oil production decreased by
0.2% from 2011 to 2012, averaging 2,548 thousand barrels per day in 2012, primarily as a result of the
decline of the Cantarell project, which was partially offset by increased crude oil production in the
following projects: Ku-Maloob-Zaap, Chuc, Yaxché, Tsimin-Xux, Ogarrio-Magallanes and Aceite
Terciario del Golfo (or ATG).
Pemex-Exploration and Production’s natural gas production (excluding natural gas liquids)
decreased by 3.2% from 2011 to 2012, averaging 6,384.7 million cubic feet per day in 2012. This
decrease in natural gas production was a result of lower volumes from the Cantarell, Cuenca de
Macuspana, Burgos and Veracruz projects. Exploration drilling activity increased by 12.1% from 2011 to
2012, from 33 exploratory wells completed in 2011 to 37 exploratory wells completed in 2012.
Development drilling activity increased by 20.0% from 2011 to 2012, from 1,001 development wells
completed in 2011 to 1,201 development wells completed in 2012. In 2012, Pemex-Exploration and
Production completed the drilling of 1,238 wells in total. Pemex-Exploration and Production’s drilling
activity in 2012 was focused on increasing the production of non-associated gas in the ATG and OgarrioMagallanes projects and of heavy crude oil in the Ku-Maloob-Zaap and Cantarell projects.
In 2012, Pemex-Exploration and Production’s reserves replacement rate (the “RRR”) was
104.3%, which was 3.2 percentage points higher than its RRR in 2011, which was 101.1%.
Pemex-Exploration and Production’s well-drilling activities during 2012 led to significant
onshore discoveries. The main discoveries included light crude oil reserves located in the Southeastern
and Veracruz basins, specifically in the Northern and Southern regions. In addition, exploration activities
in the Northern region led to the discovery of additional non-associated gas reserves in the Burgos and
Sabinas basins. Pemex-Exploration and Production’s current challenge with respect to these discoveries
is their immediate development in order to increase current production levels.
Pemex-Exploration and Production’s production goals for 2013 include increasing its crude oil
production to approximately 2.6 million barrels per day and maintaining natural gas production above 6.2
billion cubic feet per day, in order to better satisfy domestic demand for natural gas, and thus lower the
rate of increase of imports of natural gas and natural gas derivatives. For the six-month period ended
June 30, 2013, Pemex-Exploration and Production produced 2,530 thousand barrels per day of crude oil
and 6,369 million cubic feet per day of natural gas.
For further information about Pemex-Exploration and Production, see “Item 4—Information on
the Company—Business Overview—Exploration and Production” in the Form 20-F and “Business
Overview” in the August 2013 Form 6-K.
Pemex-Refining
Pemex-Refining converts crude oil into gasoline, jet fuel, diesel, fuel oil, asphalts and lubricants.
It also distributes and markets most of these products throughout Mexico, where it experiences significant
demand for its refined products. At the end of 2012, Pemex-Refining’s atmospheric distillation refining
capacity reached 1,690 thousand barrels per day, incorporating additional capacity due to the
reconfiguration of the Minatitlán refinery. In 2012, Pemex-Refining produced 1,226 thousand barrels per
day of refined products as compared to 1,190 thousand barrels per day of refined products in 2011. The
3.0% increase in refined products production was mainly due to the commencement of operations in new
21
plants following the reconfiguration of the Minatitlán refinery and to the improved performance of the
national refining system. For the six-month period ended June 30, 2013, Pemex-Refining produced 1,488
thousand barrels per day of refined products.
For further information about Pemex-Refining, see “Item 4—Information on the Company—
Business Overview—Refining” in the Form 20-F and “Business Overview” in the August 2013 Form 6K.
Pemex-Gas and Basic Petrochemicals
Pemex-Gas and Basic Petrochemicals processes wet natural gas in order to obtain dry natural gas,
LPG and other natural gas liquids. Additionally, it transports, distributes and sells natural gas and LPG
throughout Mexico and produces and sells several basic petrochemical feedstocks, which are used by
Pemex-Refining or Pemex-Petrochemicals. In 2012, Pemex-Gas and Basic Petrochemicals’ total sour
natural gas processing capacity remained constant at 4,503 million cubic feet per day. Pemex-Gas and
Basic Petrochemicals processed 3,395 million cubic feet per day of sour natural gas in 2012, a 1.5%
decrease from the 3,445 million cubic feet per day of sour natural gas processed in 2011. It produced 365
thousand barrels per day of natural gas liquids in 2012, a 6.2% decrease from the 389 thousand barrels per
day of natural gas liquids production in 2011. It also produced 3,628 million cubic feet of dry gas per day
in 2012, 1.7% less than the 3,692 million cubic feet of dry gas per day produced in 2011.
For further information about Pemex-Gas and Basic Petrochemicals, see “Item 4—Information on
the Company—Business Overview—Gas and Basic Petrochemicals” in the Form 20-F and “Business
Overview” in the August 2013 Form 6-K.
22
DESCRIPTION OF THE CEBURES
General
This is a summary of the material terms of the Cebures. Because this is a summary, it does not
contain the complete terms of the Cebures, and may not contain all the information that you should
consider before investing in the Cebures. Purchasers of Cebures should closely examine and review the
form of the Cebures.
The form of the Cebures is available only in Spanish. You may inspect a copy of the form of the
Cebures at the office of the Common Representative, which is currently located at:
Torre Esmeralda I
Blvd. M. Ávila Camacho No. 40, Piso 9
Col. Lomas de Chapultepec
11000 México, D.F.
The board of directors of Petróleos Mexicanos approved a resolution on January 16, 2013
authorizing the issuance of the Cebures. On December 2, 2002, December 3, 2002 and December 13,
2002, the board of directors of each of Pemex-Exploration and Production, Pemex-Refining and PemexGas and Basic Petrochemicals, respectively, authorized the signing of the Guaranty Agreement (as
defined below).
The Cebures have been registered in the Registro Nacional de Valores (Mexican National
Securities Registry) maintained by the CNBV under No. 0290-5.10-2012-004-04 in accordance with a
notification issued by the CNBV, dated September 18, 2013.
The Cebures were issued under the Issuer’s Program for the Offering of Peso- or UDIdenominated Certificados Bursátiles, or the “Cebures Program”, authorized by the CNBV on March 30,
2009 pursuant to official communication 153/78474/2009 and increased on October 29, 2009, September
12, 2011 and November 23, 2012 pursuant to official communications 153/79145/2009, 153/31454/2011
and 153/9250/2012, respectively. The offering documentation was prepared in accordance with the
format approved by the CNBV for offerings under the Cebures Program pursuant to official
communication 153/6949/2013.
Form and Denomination
The Cebures are represented by a permanent global note, without coupons (the “global security”).
The Issuer has deposited the global security with Indeval for credit to the respective accounts of the
beneficial owners of the Cebures in the book-entry accounts maintained by Indeval. Holders of the
Cebures will not have the right to exchange interests in the global security for individual Cebures in
definitive form. The records of Indeval (coupled with the records of Indeval’s participants) will be
conclusive evidence of the ownership of the Cebures. However, for purposes of voting at a holders’
meeting or for purposes of any action to enforce rights under the Cebures, Indeval may, in accordance
with Section 282 of the Securities Market Law, issue certifications in respect of the persons shown on its
records as the owners of the Cebures, which certifications shall be conclusive evidence of the ownership
of the Cebures and entitle the persons shown therein to take actions and exercise the rights of the holders
of the Cebures.
The Cebures are issued, and may trade, in denominations of Ps. 100.00 and integral multiples
thereof.
23
Principal and Interest Payments
The Cebures will mature at par on September 12, 2024, or if such date does not fall on a Business
Day, on the next succeeding day that is a Business Day (such date, the “Maturity Date”).
The Cebures accrue interest at 7.19% per annum, accruing from the issue date. The Issuer will
pay interest on the Cebures on each of the dates set forth below (each, an “Interest Payment Date”);
provided that if any Interest Payment Date would otherwise fall on a day that is not a Business Day, such
interest will be payable on the next succeeding day that is a Business Day:
Coupon No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
Interest Payment Date
Thursday, March 27, 2014
Thursday, September 25, 2014
Thursday, March 26, 2015
Thursday, September 24, 2015
Thursday, March 24, 2016
Thursday, September 22, 2016
Thursday, March 23, 2017
Thursday, September 21, 2017
Thursday, March 22, 2018
Thursday, September 20, 2018
Thursday, March 21, 2019
Thursday, September 19, 2019
Thursday, March 19, 2020
Thursday, September 17, 2020
Thursday, March 18, 2021
Thursday, September 16, 2021
Thursday, March 17, 2022
Thursday, September 15, 2022
Thursday, March 16, 2023
Thursday, September 14, 2023
Thursday, March 14, 2024
Thursday, September 12, 2024
As used herein, “Business Day” means a day, other than a Saturday, Sunday or a holiday, on
which commercial banks in Mexico are authorized to be open for banking operations, as determined and
published by the CNBV from time to time in the Diario Oficial de la Federación (Official Gazette of the
Federation).
Principal and interest is payable on their respective due dates, by electronic transfer of funds
through the facilities of Indeval, at its office at Paseo de la Reforma No. 255, 3er. Piso, Col. Cuauhtémoc,
C.P. 06500, México, D.F., against presentation of the Cebures or certifications issued by Indeval to the
persons shown on its records as the owners of interests in the Cebures.
The Common Representative will calculate the amount of each interest payment based on a year
of 360 days and the actual number of days elapsed in each interest period, in accordance with the
following formula:
I=[(
T )*N]*P
360
Where:
I
=
Interest payable on the Interest Payment Date.
24
T
N
=
=
P
=
Interest Rate (expressed as a percentage).
Number of days effectively elapsed from the immediately preceding Interest
Payment Date to but excluding such Interest Payment Date.
Total principal amount of the outstanding Cebures.
The Common Representative will give written notice to the CNBV and Indeval, at least two
Business Days prior to each Interest Payment Date, of the amount of interest payable on the Cebures on
such Interest Payment Date. In addition, the Common Representative will inform the Mexican Stock
Exchange through EMISNET, the electronic delivery and information disclosure system maintained by
the Mexican Stock Exchange, or through another permitted means, no later than the Business Day
immediately preceding each Interest Payment Date, of the amount of interest payable on such Interest
Payment Date.
Interest on Overdue Amounts
If the principal amount of the Cebures or any amount of interest on the Cebures is not paid when
due, interest will accrue on the overdue amount, at a rate per annum equal to the sum of 2% plus the
interest rate on the Cebures, during the period from and including the due date thereof to but excluding to
the date on which such default is cured. Interest on overdue amounts will be payable on demand at the
offices of the Issuer at Av. Marina Nacional 329, Piso 32, Colonia Petróleos Mexicanos, 11311, México
D.F.
Guaranties
In a guaranty agreement dated February 3, 2003 (the “Guaranty Agreement”) among the Issuer
and the Guarantors, each of the Guarantors has agreed to be jointly and severally liable with the Issuer for
all payment obligations incurred by the Issuer under any Mexican financing agreement (regardless of the
governing law or jurisdiction) entered into by the Issuer that the Issuer designates as being entitled to the
benefit of the Guaranty Agreement in a certificate of designation. The Issuer has designated the Cebures
and the Tax Indemnification Agreement as benefiting from the Guaranty Agreement in certificates of
designation dated September 26, 2013. The Guaranty Agreement, as applied to the Cebures, is governed
by Mexican law.
Redemption
General
Except as set forth under “—Tax Redemption of the Cebures,” the Cebures are not subject to
early redemption at the option of the holders of the Cebures or the Issuer.
Tax Redemption of Cebures
The Cebures, whether or not in the form of GDNs, are subject to redemption upon not less than
30 and not more than 60 days’ notice, on any Interest Payment Date, as a whole but not in part, at the
election of the Issuer, at a price equal to the sum of (a) 100% of the principal amount of the Cebures, (b)
accrued and unpaid interest thereon up to but not including the date fixed for redemption (the “Tax
Redemption Date”) and (c) in the case of Cebures in the form of GDNs, any Additional Amounts (as
defined under “Description of Tax Indemnification Agreement” in the GDN Supplement) which would
otherwise be payable thereon with respect to the amounts described in clauses (a) and (b) (together, the
“Tax Redemption Price”), if (i) the Issuer certifies to the Common Representative and the GDN
25
Depositary immediately prior to the giving of such notice that the Issuer or a Guarantor has or will
become obligated to pay Additional Amounts under the Tax Indemnification Agreement in excess of the
Additional Amounts that it would be obligated to pay if payments (including payments of interest) on the
Cebures in the form of GDNs to holders and beneficial owners of GDNs were subject to withholding or
deduction of Mexican Withholding Taxes (as defined under “Description of Tax Indemnification
Agreement” in the GDN Supplement) at the rate of 10% as a result of any change in, amendment to, or
lapse of, the laws, rules or regulations of Mexico or any political subdivision or any taxing authority
thereof or therein affecting taxation, or any change in, or amendment to, an official interpretation or
application of such laws, regulations or rulings, that becomes effective on or after September 26, 2013
and (ii) prior to the publication of any notice of redemption, the Issuer shall deliver to the Common
Representative and the GDN Depositary an officer’s certificate stating that the obligation referred to in
clause (i) above cannot be avoided by the Issuer taking reasonable measures available to it, and the GDN
Depositary and the Common Representative shall be entitled to accept such certificate as sufficient
evidence of the satisfaction of the condition precedent set out in clause (i) above in which event it shall be
conclusive and binding on the holders of Cebures (including holders of Cebures in the form of GDNs);
provided that (1) no such notice of redemption will be given earlier than 90 days prior to the earliest date
on which the Issuer would be obligated but for such redemption to pay such Additional Amounts pursuant
to the Tax Indemnification Agreement were a payment in respect of the Cebures in the form of GDNs
then due, and (2) at the time such notice is given, such obligation to pay such Additional Amounts
remains in effect.
Notice of redemption by the Issuer shall be given not less than 30 nor more than 60 days prior to
the Tax Redemption Date. Any such notice will be notified by the Issuer to Indeval, the Common
Representative and the Mexican Stock Exchange as well as published by the GDN Depositary in
accordance with the rules of any stock exchange on which the GDNs are then admitted to trading.
On or prior to the Tax Redemption Date, the Issuer shall deposit with Indeval, for the benefit of
the holders, an amount of money sufficient to pay principal amount of and accrued interest on all the
Cebures (including the Cebures in the form of GDNs), which are to be redeemed on such date and shall
deposit with the Custodian, for the benefit of the holders of the GDNs, all Additional Amounts payable on
such date.
Events of Default; Acceleration
Each of the following events is an “event of default” under the Cebures:
1. Non-Payment: any amount of interest payable on the Cebures is not made when due and the
default continues for three Business Days after the applicable due date;
2. Insolvency: the Issuer or any of the Guarantors is declared insolvent or an insolvency
proceeding shall be commenced against any of them or if any of them acknowledges in
writing its inability to pay its debts when due; or
3. Unenforceability: the Issuer rejects, contests or challenges the validity or enforceability of the
Cebures.
If an event of default described in clause (1) above shall occur and be continuing, then the
Common Representative, if so requested in writing by holders of at least one-tenth in principal amount of
the outstanding Cebures, shall give notice to the Issuer, the Mexican Stock Exchange and Indeval, that the
Cebures are, and they shall immediately become, due and payable at their principal amount together with
accrued interest.
26
If any of the events described in clause (2) or (3) above occur, the Cebures may be declared
immediately due and payable by action duly taken at a meeting of holders of the Cebures held in
accordance with Section 220 of the Ley General de Títulos y Operaciones de Crédito (General Law of
Negotiable Instruments and Credit Operations). See “—Holders’ Meetings; Modification and Waiver”
below.
If any event of default results in the acceleration of the maturity of the Cebures, the Issuer shall
pay immediately, without requiring any prior court or out-of-court notice or proceeding, the unpaid
principal amount of the Cebures, any accrued and unpaid interest, any accrued and unpaid interest on
overdue amounts and any other amounts payable under the Cebures.
The Common Representative shall give notice in writing to the Mexican Stock Exchange and
Indeval as soon as it becomes aware of the occurrence of an event of default under the Cebures.
Other Covenants
The Issuer and the Guarantors have no obligations under the Cebures other than the payment of
principal and interest and the other obligations described herein. The Issuer and the Guarantors are not
obliged to provide the CNBV, the Mexican Stock Exchange or the holders of the Cebures any financial,
economic, accounting or other information other than that required by the general regulations applicable
to securities issuers and other participants of the securities market issued by the CNBV.
Further Issues
The Issuer has the right from time to time, without the consent of the holders of the Cebures, to
create and issue additional securities having substantially the same terms and conditions as the Cebures,
except for the total amount issued, issue price and issue date, which additional securities may be
consolidated and form a single series with the Cebures; provided that:
(a) the credit rating assigned to the additional securities is the same (or at least not less)
than the ratings of the Cebures immediately before the issuance of the additional securities and
such ratings do not decrease immediately after the issuance of the Cebures (whether as a result of
the increase in the number of outstanding Cebures or for any other reason);
(b) at the time of the issuance of the additional securities, the Issuer is in compliance with
its obligations under the Cebures; and
(c) the sum of the principal amount of the additional securities, plus the principal amount
of all securities issued under the Issuer’s Program for the Offering of Peso- or UDI- denominated
Certificados does not exceed the total amount authorized for such Program.
Any such additional securities will grant the holders thereof the right to receive interest from the
issuance date of such additional securities, if such date is an Interest Payment Date for the Cebures, or, if
the issuance date of such additional securities is not an Interest Payment Date, from the immediately
preceding Interest Payment Date for the Cebures. Any such additional securities may be issued on any
Business Day, provided that if the date of issuance of any additional securities is not an Interest Payment
Date for the Cebures, the price of the additional securities will reflect accrued interest from the
immediately preceding Interest Payment Date.
The information and documentation necessary to issue additional securities shall be made
available to the public in accordance with article 23 of the Disposiciones de carácter general aplicables a
27
las emisiones de valores y a otros participantes del mercado de valores (General provisions applicable to
issuers and other participants of the securities market) issued by the CNBV.
Holders’ Meetings; Modification and Waiver
The terms and conditions of the Cebures may be modified, and any payment of principal of or
interest on the Cebures may be deferred, by a resolution duly adopted at a meeting (regardless whether it
is the first meeting convened or a subsequent meeting convened) of the holders of the Cebures at which a
quorum consisting of the holders of not less than 75% of the aggregate principal amount of the
outstanding Cebures is present, provided that the resolution is passed by the affirmative vote, in person or
by proxy (authorized in writing), of a majority of the aggregate principal amount of the outstanding
Cebures that are present or represented at the meeting.
The Common Representative’s appointment may be revoked, and a new common representative
may be appointed, by a resolution duly adopted at a meeting of the holders of the Cebures at which a
quorum consisting of: (i) in case of the first meeting convened, the holders of not less than 75% of the
aggregate principal amount of the outstanding Cebures is present, or (ii) in case of a subsequent meeting
convened after the first meeting was adjourned for lack of a quorum, the holders of not less than the
majority of the aggregate principal amount of the outstanding Cebures, is present; provided that the
resolution is passed by the affirmative vote, in person or by proxy (authorized in writing), of a majority of
the aggregate principal amount of the outstanding Cebures that are present or represented at the meeting.
In any matter other than those mentioned above, actions may be taken by the holders of the
Cebures by a resolution duly adopted at a meeting of the holders of the Cebures at which a quorum
consisting of: (i) in case of the first meeting convened, the holders of not less than the majority of the
aggregate principal amount of the outstanding Cebures, is present, and (ii) in case of a subsequent
meeting convened after the first meeting was adjourned for lack of quorum, any holder of the outstanding
Cebures is present; provided that the resolution is passed by the affirmative vote, in person or by proxy
(authorized in writing), of a majority of the aggregate principal amount of the outstanding Cebures that
are present or represented at the meeting.
The Common Representative will convene and chair meetings of the holders of the Cebures when
required by law or when it deems such meetings necessary or advisable. In determining whether the
holders of the requisite principal amount of the outstanding Cebures have consented to any amendment,
modification, supplement or waiver or have taken any action, whether a quorum is present at a meeting of
holders of the outstanding Cebures or the number of votes entitled to be cast by each holder of Cebures at
any such meeting, Cebures owned by the Issuer or an affiliate of the Issuer shall be disregarded and
deemed not to be outstanding.
See “Risk Factors—Risks Related to the Cebures—Holders of Cebures in the form of GDNs may
find it difficult to exercise their voting rights with respect to the Cebures and to exercise remedies in the
event of a default under the Cebures.”
Common Representative
The Issuer has appointed Invex, as Common Representative of the holders of the Cebures in
accordance with article 69 of the Securities Market Law. Invex has accepted its appointment as Common
Representative and, in such capacity, has agreed to perform its duties as Common Representative as set
forth in the Cebures, in the Securities Market Law and in the General Law of Negotiable Instruments and
Credit Operations. As to all matters not set forth in the Cebures or in such laws, the Common
Representative will act in accordance with the instructions of the majority of the holders of the Cebures
28
by action taken at a meeting duly held in accordance with “—Holders’ Meetings; Modification and
Waiver” above. See also “Risk Factors—Risks Related to the Cebures—Holders of Cebures in the form
of GDNs may find it difficult to exercise their voting rights with respect to the Cebures and to exercise
remedies in the event of a default under the Cebures.”
Governing Law, Jurisdiction and Waiver of Immunity
The Cebures, the Guaranties and the Tax Indemnification Agreement are governed by and are to
be construed in accordance with the laws of Mexico. The Issuer and the Common Representative have
expressly submitted to the jurisdiction of the federal courts in the Federal District, Mexico, with respect to
any actions related to the Cebures, and have waived any other jurisdiction to which they may be entitled.
The Issuer and the Guarantors have also submitted to the jurisdiction of the federal courts in the Federal
District, Mexico, with respect to actions under the Tax Indemnification Agreement and the Guaranties.
Neither the Issuer nor the Guarantors have submitted to the jurisdiction of any United States or
other courts with respect to actions based upon the Cebures, the Guaranties or the Tax Indemnification
Agreement, and neither the Issuer nor the Guarantors have waived any immunities to which they are
entitled under the Immunities Act with respect to actions brought against them under the Cebures, the
Guaranties or the Tax Indemnification Agreement, or under the U.S. federal securities laws or any state
securities laws.
Without the Issuer and each of the Guarantors’ waiver of immunity regarding these actions, you
will not be able to obtain a judgment in a U.S. court against any of them unless such a court determines
that the Issuer or a Guarantor is not entitled to sovereign immunity under the Immunities Act. However,
even if you obtain a U.S. judgment under the Immunities Act, you may not be able to enforce this
judgment in Mexico. Moreover, you may not be able to execute on the Issuer or any of the Guarantors’
property in the United States to enforce a judgment of a U.S. or Mexican court, except under the limited
circumstances specified in the Immunities Act.
Mexican law, including Article 27 of the Political Constitution of the United Mexican States,
Articles 6 and 13 (and related articles) of the Ley General de Bienes Nacionales (General Law on
National Patrimony), Articles 1, 2, 3 and 4 (and related articles) of the Regulatory Law, Articles 2, 3 and
5 (and related articles) of the Petróleos Mexicanos Law and Article 4 of the Código Federal de
Procedimientos Civiles (Federal Code of Civil Procedure) provide, among other things, that
1. attachment prior to judgment, attachment in aid of execution and execution of a final
judgment may not be ordered by Mexican courts against property of the Issuer or any
Guarantor;
2. all domestic petroleum and hydrocarbon resources (whether in solid, liquid, gas or
intermediate form) are permanently and inalienably vested in Mexico (and, to that extent,
subject to immunity);
3. the rights to:

the exploration, exploitation, refining, transportation, storage, distribution and first-hand
sale of crude oil;

the exploration, exploitation, production and first-hand sale of gas, as well as the
transportation and storage inextricably linked with such exploitation and production; and
29

the production, storage, transportation, distribution and first-hand sale of the derivatives
of petroleum (including petroleum products) and of gas used as basic industrial raw
materials and that constitute basic petrochemicals (the “petroleum industry”);
are reserved exclusively to Mexico and, to that extent, the related assets are entitled to
immunity; and
4. the public entities created and appointed by the Mexican Congress to conduct, control,
develop and operate the petroleum industry of Mexico are the Issuer and the Guarantors,
which are, therefore, entitled to immunity with respect to these exclusive rights and powers.
As a result, a Mexican court may not enforce a judgment against the Issuer or any of the
Guarantors by ordering the attachment of its assets in aid of execution. See “Risk Factors—Risks Related
to the Cebures—The Cebures and the Tax Indemnification Agreement are governed by Mexican law;
neither the Issuer nor the Guarantors have submitted to the jurisdiction of courts outside of Mexico;
PEMEX may claim some immunities under the Foreign Sovereign Immunities Act and Mexican law, and
your ability to sue or recover may be limited.”
Notices
All notices to holders of the Cebures will be given through publication in EMISNET, the
electronic delivery and information disclosure system maintained by the Mexican Stock Exchange, or
through another permitted means.
30
TAXATION
The following discussion is a summary of the principal Mexican and U.S. federal income tax
considerations that may be relevant to the purchase, ownership and disposition of the Cebures, but does
not purport to be a comprehensive description of all the tax considerations that may be relevant to a
decision to purchase the Cebures. This summary does not describe any tax consequences arising under
the laws of any state, municipality, locality or taxing jurisdiction other than the federal laws of the United
States and Mexico.
This summary is based on the federal tax laws of Mexico and the United States as in effect on the
date of this Listing Memorandum (including the United States-Mexico income tax treaty described
below), as well as on rules and regulations of Mexico and regulations, rulings and decisions of the United
States available on or before such date and now in effect. All of the foregoing are subject to change,
which change could apply retroactively and could affect the continued validity of this summary.
The United States and Mexico entered into a Convention for the Avoidance of Double Taxation
and the Prevention of Fiscal Evasion with Respect to Taxes on Income, and a Protocol thereto, both
signed on September 18, 1992 and amended by additional Protocols signed on September 8, 1994 and
November 26, 2002 (the “United States-Mexico income tax treaty”). This summary describes the
provisions of the United States-Mexico income tax treaty that may affect the taxation of holders of the
Cebures that are residents of the United States (within the meaning of the United States-Mexico income
tax treaty). The United States and Mexico have also entered into an agreement that covers the exchange
of information with respect to tax matters.
Mexico has also entered into tax treaties with various other countries (most of which are in
effect) and is negotiating tax treaties with various other countries. These tax treaties may have
effects on holders of Cebures. This summary does not discuss the consequences (if any) of such
treaties.
Prospective purchasers of Cebures should consult their own tax advisors as to the Mexican,
United States or other tax consequences of the purchase, ownership and disposition of the Cebures,
including, in particular, the application to their particular situations of the tax considerations
discussed below, as well as the application of state, local, foreign or other tax laws.
Prospective purchasers of the Cebures should also read “Taxation” in the GDN Supplement
for a summary of Mexican and U.S. tax considerations relating to Cebures held in the form of
GDNs.
Mexican Taxation
This summary of certain Mexican federal tax considerations refers only to holders of the Cebures
that are not residents of Mexico for Mexican tax purposes and that will not hold the Cebures or a
beneficial interest therein through a permanent establishment for tax purposes in Mexico. Such nonresident holder is referred herein as a foreign holder. For purposes of Mexican taxation, an individual is a
resident of Mexico if he/she has established his/her domicile in Mexico, unless he/she has a place of
residence in another country as well, in which case such individual will be considered a resident of
Mexico for tax purposes, if such individual has his/her center of vital interest in Mexico. An individual
would be deemed to maintain his/her center of vital interest in Mexico if, among other things, (a) more
than 50% of his/her total income for the calendar year results from Mexican sources, or (b) his/her
principal center of professional activities is located in Mexico.
31
A legal entity is a resident of Mexico if it:

maintains the principal place of its management in Mexico; or

has established its effective management in Mexico.
A Mexican citizen is presumed to be a resident of Mexico unless such person can demonstrate the
contrary. If a legal entity or individual has a permanent establishment for tax purposes in Mexico, such
legal entity or individual shall be required to pay taxes in Mexico on income attributable to such
permanent establishment in accordance with Mexican federal tax law.
Taxation of Interest and Principal. Under existing Mexican laws and regulations, a foreign
holder will not be subject to any taxes or duties imposed or levied by or on behalf of Mexico in respect of
payments of principal in respect of the Cebures made by the Issuer and the Guarantors. Pursuant to the
Mexican Income Tax Law and to rules issued by the Servicio de Administración Tributaria (Mexican Tax
Administration Service, or “SAT”) applicable to PEMEX, payments of interest (or amounts deemed to be
interest) made by the Issuer or the Guarantors in respect of the Cebures to a foreign holder will be subject
to a Mexican withholding tax imposed at a rate of 4.9% if, as expected the Cebures are placed within the
investing public at large (such concept of “investing public at large” as defined in the Mexican tax rules).
If this requirement is not satisfied, the applicable withholding tax rate may be higher.
Under the United States-Mexico income tax treaty, the Mexican withholding tax rate is 4.9% for
certain holders that are residents of the United States (within the meaning of the United States-Mexico
income tax treaty) under certain circumstances contemplated therein.
Payments of interest made by the Issuer or a Guarantor in respect of the Cebures to a nonMexican pension or retirement fund will be exempt from Mexican withholding taxes, provided that any
such fund:
1. is duly established pursuant to the laws of its country of origin and is the effective beneficiary
of the interest paid;
2. is exempt from income tax in respect of such payments in such country; and
3. is registered with the SAT for that purpose.
You and other holders or beneficial owners of the Cebures may be asked to provide certain
information or documentation necessary to enable us to determine the appropriate Mexican withholding
tax rate applicable to you and such other holders or beneficial owners. In the event that you do not
provide the requested information or documentation on a timely basis, you may be subject to a
withholding at the maximum tax rate established in the Mexican tax laws, which currently is 30%.
Taxation of Dispositions. As Cebures that are expected to be publicly traded in Mexico, capital
gains resulting from the sale or other disposition of the Cebures by a foreign holder, if such sale or
disposition is carried out in the Mexican market, generally will be subject to a withholding tax in Mexico
on the amount of the taxable gain realized by such foreign holder, at a rate of 4.9%; such withholding will
need to be carried out by the Mexican custodian of the Cebures.
In the event that the Mexican custodian is only instructed to carry out the transfer of the Cebures,
but no funds are given to the Mexican custodian so that it can carry out the corresponding withholding,
32
the Mexican custodian will be relieved from its obligation to withhold the tax, and such obligation will be
transferred to the custodian that receives the Cebures, provided that certain conditions are met.
A tax withholding shall be carried out as described in the preceding paragraph even if the sale or
disposition of the Cebures by the foreign holder is made in favor of another foreign holder, as long as
such transaction is carried out in the Mexican market and with the intervention of a Mexican custodian.
Under the United States-Mexico income tax treaty, Mexican withholding tax does not apply to
capital gains resulting from the sale or other disposition of the Cebures by certain holders that are
residents of the United States (within the meaning of the United States-Mexico income tax treaty) under
certain circumstances contemplated therein.
Transfer and Other Taxes. A foreign holder does not need to pay any Mexican stamp,
registration or similar taxes in connection with the purchase, ownership or disposition of the Cebures. A
foreign holder of the Cebures will not be liable for Mexican estate, gift, inheritance or similar tax with
respect to the Cebures.
United States Federal Income Taxation
The following discussion is a summary of certain U.S. federal income tax considerations of
acquiring, owning and disposing of the Cebures. Except for the discussion below under “Non-U.S.
Holders,” this discussion generally applies to a holder of Cebures that is a citizen or resident of the
United States or a domestic corporation or otherwise subject to U.S. federal income tax on a net income
basis in respect of the Cebures (a “U.S. Holder”). This discussion only applies to U.S. Holders that
purchase the Cebures at the initial issue price indicated on the cover of this Listing Memorandum and
that hold the Cebures as “capital assets” for U.S. federal income tax purposes. This summary is based
on laws, regulations, rulings and decisions now in effect, all of which are subject to change. The
discussion does not deal with special classes of holders, such as banks, tax-exempt entities, dealers in
securities or currencies, certain short-term holders of Cebures, traders in securities electing to mark-tomarket, persons that hedge their exposure in the Cebures or that will hold Cebures as a position in a
“straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial
transaction or persons that have a “functional currency” other than the U.S. dollar. U.S. Holders should
be aware that the U.S. federal income tax consequences of holding the Cebures may be materially
different for investors described in the previous sentence.
If an entity that is classified as a partnership or other pass-through entity for U.S. federal income
tax purposes holds the Cebures, the U.S. federal income tax treatment of a partner in such an entity
would generally depend on the status of the partner and upon the activities of the entity. Such entities
and partners therein should consult their tax advisors as to the particular U.S. federal income tax
considerations of acquiring, owning and disposing of Cebures.
All discussions of U.S. federal tax considerations in this Listing Memorandum have been
written to support the marketing of the Cebures. Such discussions were not intended or written to
be used, and cannot be used by any taxpayer, for the purpose of avoiding U.S. federal tax penalties.
Investors should consult their own tax advisors in determining the tax consequences to them of
holding the Cebures, including the application to their particular situation of the U.S. federal tax
considerations discussed below, as well as the application of state, local, foreign or other tax laws.
Payments or Accruals of Interest
Payments or accruals of interest on the Cebures will be taxable to a U.S. Holder as ordinary
33
interest income at the time that such amounts are received or accrued in accordance with the U.S.
Holder’s regular method of tax accounting. If a U.S. Holder uses the cash method of tax accounting, the
amount of interest income realized will be the U.S. dollar value of the Mexican peso payment based on
the exchange rate in effect on the date that the U.S. Holder receives the payment, regardless of whether
the U.S. Holder converts the payment into U.S. dollars. If a U.S. Holder uses the accrual method of tax
accounting, the amount of interest income realized will be based on the average exchange rate in effect
during the interest accrual period (or with respect to an interest accrual period that spans two taxable
years, at the average exchange rate for the partial period within the taxable year). Alternatively, an
accrual-basis U.S. Holder may elect to translate all interest income on all foreign currency-denominated
debt instruments at the spot rate on the last day of the accrual period (or the last day of the taxable year, in
the case of an accrual period that spans more than one taxable year) or on the date that such an accrualbasis U.S. Holder receives the interest payment if that date is within five business days of the end of the
accrual period. A U.S. Holder making this election must apply it consistently to all debt instruments from
year to year and cannot change the election without the consent of the Internal Revenue Service (“IRS”).
A U.S. Holder that uses the accrual method of accounting for tax purposes will recognize foreign
currency gain or loss on the receipt of interest payments if the exchange rate in effect on the date the
payment is received differs from the rate applicable to a previous accrual of that interest income. This
foreign currency gain or loss will be treated as ordinary income or loss and generally will not be treated as
an adjustment to interest income received on the Cebures.
The Mexican withholding tax that is imposed on interest will be treated as a foreign income tax
eligible, subject to generally applicable limitations and conditions under U.S. tax law, for credit against a
U.S. Holder’s federal income tax liability or, at the U.S. Holder’s election, for deduction in computing the
U.S. Holder’s taxable income (provided that the U.S. holder elects to deduct, rather than credit, all foreign
income taxes paid or accrued for the relevant taxable year). Interest paid on the Cebures generally will
constitute foreign source passive category income. The calculation and availability of foreign tax credits
and, in the case of a U.S. Holder that elects to deduct foreign taxes, the availability of deductions,
involves the application of complex rules that depend on the U.S. Holder’s particular circumstances. U.S.
Holders are urged to consult their own tax advisors regarding the availability of foreign tax credits.
Purchase, Sale and Retirement of Cebures
A U.S. Holder’s tax basis in the Cebures generally will be the U.S. dollar value of the purchase
price in Mexican pesos calculated at the exchange rate in effect on the date of purchase. A U.S. Holder
that converts U.S. dollars into Mexican pesos and then immediately uses the Mexican pesos to purchase
Cebures generally will not have any taxable gain or loss as a result of the conversion or purchase.
A U.S. Holder generally will recognize gain or loss on the sale, exchange, retirement or other
taxable disposition of Cebures equal to the difference between the amount realized on the transaction (less
any amount attributable to accrued but unpaid interest, which will be subject to tax in the manner
described above under “Payments or Accruals of Interest”) and the U.S. Holder’s tax basis in the Cebures.
The amount realized for U.S. tax purposes generally will be the dollar value of the Mexican pesos that a
U.S. Holder receives calculated at the exchange rate in effect on the date the Cebures are disposed of or
retired. If the Cebures are traded on an established securities market, a cash-basis U.S. Holder (or an
accrual-basis holder that makes a special election) will determine the U.S. dollar value of the amount
realized by translating the amount at the spot rate of exchange on the settlement date of the sale,
exchange, retirement or other taxable disposition.
The special election available to accrual-basis taxpayers in respect of the purchase and sale of
foreign currency Cebures traded on an established securities market, which is discussed in the preceding
paragraph, must be applied consistently to all debt instruments from year to year and cannot be changed
34
without the consent of the IRS.
Except with respect to foreign currency gain or loss, the gain or loss that a U.S. Holder recognizes
on the sale, exchange, retirement or other taxable disposition of Cebures generally will be capital gain or
loss. The gain or loss on the sale, exchange, retirement or other taxable disposition of Cebures will be
long-term capital gain or loss if, at the time of disposition, the Cebures have been held for more than one
year. Certain non-corporate U.S. Holders (including individuals) may be eligible for preferential rates of
U.S. federal income tax in respect of long-term capital gains. The ability of U.S. Holders to offset capital
losses against ordinary income is limited.
Gain, if any, realized by a U.S. Holder on the sale, exchange, retirement or other taxable
disposition of Cebures generally will be treated as U.S. source income for U.S. foreign tax credit
purposes. Consequently, if Mexican income tax is withheld or otherwise paid on gains resulting from the
sale, exchange, retirement or other taxable disposition of Cebures, a U.S. Holder may not be able to credit
such tax against the U.S. Holder’s federal income tax liability under the U.S. foreign tax credit limitations
unless such income tax can be credited against the U.S. federal income tax due on other income that is
treated as derived from foreign sources.
U.S. Holders should consult their own tax advisors regarding the application of the foreign tax
credit rules to their investment in, and disposition of, the Cebures.
Gain or loss recognized on the sale, exchange, retirement or other taxable disposition of Cebures
generally will be treated as ordinary income or loss to the extent that the gain or loss is attributable to
changes in exchange rates during the period in which the Cebures are held.
Information Reporting and Back-up Withholding
Payments on the Cebures to certain U.S. Holders may be reportable to the IRS. A U.S. Holder
may be subject to backup withholding on the payments received on the Cebures unless the U.S. Holder is
a corporation or comes within certain other exempt categories and demonstrates this fact, or provides a
correct taxpayer identification number on an IRS Form W-9, certifies as to no loss of exemption from
backup withholding and otherwise complies with applicable requirements of the backup withholding
rules. Any amounts withheld under these rules will be allowed as a credit against the U.S. Holder’s
federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required
information is furnished to the IRS in a timely manner.
Non-U.S. Holders
A holder or beneficial owner of Cebures that is not a U.S. person for U.S. federal income tax
purposes (a “non-U.S. Holder”) generally will not be subject to U.S. federal income or withholding tax on
interest received on the Cebures. However U.S. federal income taxation may still apply to any interest
received on Cebures if such income is effectively connected with the non-U.S. Holder’s conduct of a U.S.
trade or business. Such a non-U.S. Holder will generally be taxed in the same manner as a U.S. Holder in
respect of the Cebures. Non-U.S. Holders should consult their own tax advisors in the event interest
received on the Cebures is effectively connected with their conduct of a U.S. trade or business.
In addition, a non-U.S. Holder will not be subject to U.S. federal income or withholding tax on
gain realized on the sale of Cebures unless the gain is effectively connected with the non-U.S. Holder’s
conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, attributable to a
U.S. permanent establishment) or in the case of gain realized by an individual non-U.S. Holder, the nonU.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and certain
other conditions are met.
35
European Union Savings Directive
Under Council Directive 2003/48/EC on the taxation of savings income (the “Directive”), each
Member State of the European Union is required to provide to the tax authorities of another Member State
details of payments of interest or other similar income paid by a person within its jurisdiction to an
individual beneficial owner resident in, or certain limited types of entity established in, that other Member
State. However, for a transitional period, Austria and Luxembourg will (unless during such period they
elect otherwise) instead operate a withholding system in relation to such payments. Under such a
withholding system, the recipient of the interest payment must be allowed to elect that certain provision
of information procedures should be applied instead of withholding. The rate of withholding was
increased from 20% to 35%, effective July 1, 2011. The transitional period is to terminate at the end of
the first full fiscal year following agreement by certain non-European Union countries to exchange of
information procedures relating to interest and other similar income.
A number of non-European Union countries and certain dependent or associated territories of
certain Member States have adopted or agreed to adopt similar measures (either provision of information
or transitional withholding) in relation to payments made by a person within their respective jurisdictions
to an individual beneficial owner resident in, or certain limited types of entity established in, a Member
State. In addition, the Member States have entered into provision of information or transitional
withholding arrangements with certain of those countries and territories in relation to payments made by a
person in a Member State to an individual beneficial owner resident in, or certain limited types of entity
established in, one of those countries or territories.
A proposal for amendments to the Directive has been published, including a number of suggested
changes which, if implemented, would broaden the scope of the rules described above. Investors who are
in any doubt as to their position should consult their professional advisors.
36
PLAN OF DISTRIBUTION
General
The Issuer offered and sold Ps. 10,400,000,000.00 aggregate principal amount of Cebures in a
global offering that consisted of (1) an international offering outside Mexico under Rule 144A of the
Securities Act and Regulation S of Ps. 1,075,000,000.00 aggregate principal amount of Cebures in the
form of GDNs and (2) a concurrent offering to the public in Mexico of Ps. 9,325,000,000.00 aggregate
principal amount of Cebures only in the form of Cebures. The Cebures issued in the Mexican offering
and the Cebures underlying the GDNs were both issued and sold pursuant to a Mexican underwriting
agreement dated September 19, 2013, entered into among Petróleos Mexicanos and Acciones y Valores
Banamex, S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Banamex and HSBC Casa de
Bolsa, S.A. de C.V., Grupo Financiero HSBC (each, a “Mexican Underwriter” and collectively, the
“Mexican Underwriters”). Upon receipt of the Cebures from the Issuer, Acciones y Valores Banamex,
S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Banamex deposited Ps. 1,075,000,000.00
principal amount of the Cebures with the Custodian, acting for the GDN Depositary, in connection with
the issuance by the GDN Depositary of the GDNs. The GDNs were offered in the United States and
elsewhere outside of Mexico pursuant to the terms and conditions set forth in the placement facilitation
agreement, dated September 19, 2013, among Petróleos Mexicanos, the GDN Depositary, the Mexican
Underwriters, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., and Morgan Stanley & Co.
LLC (each, a “Placement Facilitation Agent” and collectively, the “Placement Facilitation Agents”).
Pursuant to the placement facilitation agreement, each of the Placement Facilitation Agents severally
agreed to purchase from Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, integrante del Grupo
Financiero Banamex, at the issue price set forth on the cover of this Listing Memorandum, and the GDN
Depositary agreed to issue, subject to the respective Terms and Conditions of the GDNs, the aggregate
principal amount of the Cebures issued by the Issuer and represented by the number of GDNs set forth
opposite that Placement Facilitation Agent’s name in the table below:
Placement Facilitation Agent
Aggregate Principal
Amount of Cebures
Corresponding
Number of GDNs
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
Morgan Stanley & Co. LLC
Total
Ps. 358,333,334.00
Ps. 358,333,333.00
Ps. 358,333,333.00
Ps. 1,075,000,000.00
3,583,333.34
3,583,333.33
3,583,333.33
10,750,000
The placement facilitation agreement provided that the obligations of the Placement Facilitation
Agents to place the GDNs were subject to certain conditions precedent and the Placement Facilitation
Agents agreed to place all of the GDNs if any of the GDNs were placed. The Placement Facilitation
Agents were permitted to offer and sell the GDNs through certain of their affiliates. The Issuer agreed to
pay a placement agency fee to the Placement Facilitation Agents in connection with the international
offering of the Cebures in the form of GDNs.
The Placement Facilitation Agents proposed to resell the GDNs at the offering price set forth on
the cover page of this Listing Memorandum within the United States to qualified institutional buyers (as
defined in Rule 144A) in reliance on Rule 144A and outside the United States and Mexico to certain nonU.S. persons in reliance on Regulation S. See “Description of Global Depositary Notes—Transfer
Restrictions” in the accompanying GDN Supplement. After the initial offering, the Placement
Facilitation Agents could change the offering price and other selling terms.
37
The GDNs, the underlying Cebures and the related Guaranties 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 (as defined in Regulation S) except in
transactions exempt from, or not subject to, the registration requirements of the Securities Act. See
“Description of Global Depositary Notes—Transfer Restrictions” in the accompanying GDN Supplement.
In connection with sales outside the United States of the GDNs, each Placement Facilitation
Agent agreed that it will not offer, sell or deliver the GDNs, the underlying Cebures or the related
Guaranties to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A, and it
will send to any dealer to whom it sells GDNs during the distribution period a confirmation or other
notice setting forth the restrictions on offers and sales of the GDNs, the underlying Cebures and the
related Guaranties within the United States or to, or for the account or benefit of, U.S. persons.
There can be no assurance that the initial prices at which the GDNs will sell in the market after
the offering will not be lower than the initial offering price or that an active trading market for the GDNs
will develop after completion of the offering. The GDNs are a new issue of securities with no established
trading market. PEMEX understands that an application has been made to the Irish Stock Exchange for
the GDNs to be admitted to the Official List and trading on the Global Exchange Market which is an
exchange regulated market of the Irish Stock Exchange. However, no assurances can be given that the
application will be approved. The Placement Facilitation Agents have advised that they intend, but are
not obligated, to make a market in the GDNs. Accordingly, no assurances can be given as to the liquidity
of, or trading market for, the GDNs.
Delivery of the GDNs to investors was made on or about September 26, 2013, the fifth business
day following the pricing of the offering (such settlement being referred to as “T+5”). Under Rule 15c6-1
under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in three
business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers
who wished to trade GDNs prior to the delivery of the GDNs would have been required, by virtue of the
fact that the GDNs initially settled in T+5, to specify an alternate settlement arrangement at the time of
any such trade to prevent a failed settlement.
In respect of the Cebures underlying the GDNs, PEMEX has also agreed to indemnify the
Placement Facilitation Agents against certain liabilities, including liabilities under the Securities Act, or
to contribute to payments that the Placement Facilitation Agents may be required to make because of any
of those liabilities.
European Economic Area
This Listing Memorandum has been prepared on the basis that any offer of GDNs in any Member
State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant
Member State”), was made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of GDNs. The expression “Prospectus Directive” means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the
extent implemented in the Relevant Member State) and the expression “2010 PD Amending Directive”
means Directive 2010/73/EU.
In relation to each Relevant Member State, each Placement Facilitation Agent has represented
and agreed that with effect from and including the date on which the Prospectus Directive is implemented
in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make
an offer of GDNs, the underlying Cebures or the related Guaranties to the public in that Relevant Member
State prior to the publication of a prospectus in relation to the GDNs which has been approved by the
38
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in the Relevant Member State, all in accordance
with the Prospectus Directive, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of GDNs, the underlying Cebures or the related Guaranties to the
public in that Relevant Member State at any time:
(a) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of
the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors
as defined in the Prospectus Directive) as permitted under the Prospectus Directive, subject to
obtaining the prior consent of the relevant Placement Facilitation Agent or Placement
Facilitation Agents nominated by the Issuer for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of GDNs, the underlying Cebures or the related Guaranties referred to in (a) to
(c) above shall require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive, or
supplement to a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of GDNs, the underlying Cebures or
the related Guaranties to the public” in relation to any GDNs, underlying Cebures or related Guaranties in
any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the GDNs, the underlying Cebures or the related Guaranties to
be offered so as to enable an investor to decide to purchase or subscribe the GDNs, the underlying
Cebures or the related Guaranties, as the case may be, as the same may be varied in that Member State by
any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State) and includes any relevant
implementing measure in each Relevant Member State and the expression “2010 PD Amending
Directive” means Directive 2010/73/EU.
United Kingdom
Each Placement Facilitation Agent has represented, warranted and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause
to be communicated 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”)) received by it in connection
with the issue or sale of any GDNs, underlying Cebures or related Guaranties in circumstances in which
section 21(1) of the FSMA does not apply to the Issuer; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the GDNs, underlying Cebures or related Guaranties in, from or
otherwise involving the United Kingdom.
Brazil
The GDNs, the underlying Cebures and the related Guaranties have not been, and will not be,
registered with the Comissão de Valores Mobiliários or the “CVM”. The GDNs, the underlying Cebures
39
and the related Guaranties may not be offered or sold in Brazil, except in circumstances that do not
constitute a public offering or distribution under Brazilian laws and regulations.
Chile
The offer of GDNs, the underlying Cebures and the related Guaranties is subject to General Rule
No. 336 of the Chilean Securities Commission (Superintendencia de Valores y Seguros de Chile, or the
“SVS”). The GDNs, the underlying Cebures and the related Guaranties being offered are not registered in
the Securities Registry (Registro de Valores) or in the Foreign Securities Registry (Registro de Valores
Extranjeros) of the SVS and, therefore, the GDNs, the underlying Cebures and the related Guaranties are
not subject to the supervision of the SVS. As with all unregistered securities, we are not required to
disclose public information about the GDNs, the underlying Cebures or the related Guaranties in
Chile. The GDNs, the underlying Cebures and the related Guaranties may not be publicly offered in
Chile unless they are registered in the corresponding securities registry.
La oferta de los valores está acogida a la NCG 336 de la Superintendencia de Valores y Seguros
de Chile (la “SVS”). La oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro
de Valores Extranjeros que lleva la SVS, por lo que los valores no están sujetos a la fiscalización de
dicho organismo. Por tratarse de valores no inscritos, no existe obligación por parte del emisor de
entregar en Chile información pública respecto de los valores. Estos valores no pueden ser objeto de
oferta pública a menos que sean inscritos en el registro de valores correspondiente.
Colombia
The GDNs, the underlying Cebures and the related Guaranties may not be offered, sold or
negotiated in Colombia, except under circumstances which do not constitute a public offering of
securities under applicable Colombian securities laws and regulations. Furthermore, foreign financial
entities must abide by the terms of Decree 2555 of 2010 to offer privately the GDNs, the underlying
Cebures and the related Guaranties to their Colombian clients.
France
The GDNs, the underlying Cebures and the related Guaranties were issued and sold outside the
Republic of France and, in connection with their initial distribution, the GDNs, the underlying Cebures
and the related Guaranties have not been offered or sold and will not be offered or sold, directly or
indirectly, to the public in the Republic of France, and this Listing Memorandum or any other offering
material relating to the GDNs, the underlying Cebures or the related Guaranties have not been distributed
and will not be distributed or caused to be distributed to the public in the Republic of France, and such
offers, sales and distributions have been and will be made in the Republic of France only to qualified
investors (investisseurs qualifiés) in accordance with Article L.411-2 of the Monetary and Financial Code
and decrét no. 98 880 dated 1st October, 1998.
Hong Kong
The GDNs, the underlying Cebures and the related Guaranties may not be offered or sold in Hong
Kong by means of any document other than (i) to “professional investors” within the meaning of the
Securities and Futures Ordinance (Cap.571, The Laws of Hong Kong) and any rules made thereunder, or
(ii) in other circumstances which do not result in the document being a “prospectus” within the meaning
of the Companies Ordinance (Cap.32, The Laws of Hong Kong), or which do not constitute an offer to
the public within the meaning of the Companies Ordinance, and no advertisement, invitation or document
40
relating to the GDNs, the underlying Cebures or the related Guaranties may be issued or may be in the
possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere),
which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong
Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to
GDNs, the underlying Cebures or the related Guaranties which are or are intended to be disposed of only
to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities
and Futures Ordinance and any rules made thereunder.
The Republic of Italy
The offering of the GDNs, the underlying Cebures and the related Guaranties has not been
cleared by CONSOB pursuant to Italian securities legislation. Accordingly, none of the GDNs, the
underlying Cebures or the related Guaranties may be offered, sold or delivered, directly or indirectly, nor
may copies of the Listing Memorandum or any other document relating to the GDNs, the underlying
Cebures or the related Guaranties be distributed in the Republic of Italy, except:
(i)
to qualified investors (investitori qualificati), as defined under Article 100 of the
Legislative Decree No. 58 of February 24, 1998, as amended (the “Italian Securities Act”), as
implemented by Article 26, paragraph 1, letter (d) of CONSOB Regulation No. 16190 of October
27, 2007, as amended (“Regulation 16190”), pursuant to Article 34-ter, paragraph 1, letter (b), of
CONSOB Regulation No. 11971 of May 14, 1999, as amended (“Regulation 11971”); or
(ii)
in other circumstances which are exempted from the rules on public offerings pursuant to
Article 100 of the Italian Securities Act and its implementing CONSOB regulations, including
Regulation No. 11971.
Any such offer, sale or delivery of the GDNs, the underlying Cebures or the related Guaranties or
distribution of copies of the Listing Memorandum or any other document relating to the GDNs, the
underlying Cebures or the related Guaranties in the Republic of Italy must be in compliance with the
selling restriction under (i) and (ii) above and:
(a)
made by investment firms, banks or financial intermediaries permitted to conduct such
activities in the Republic of Italy in accordance with the relevant provisions of the Italian
Securities Act, Regulation No. 16190 and Legislative Decree No. 385 of September 1, 1993, as
amended (the “Italian Banking Act”);
(b)
in compliance with Article 129 of the Italian Banking Act and the implementing
guidelines of the Bank of Italy, as amended, pursuant to which the Bank of Italy may request
information on the offering or issue of securities in Italy; and
(c)
in compliance with any other applicable laws and regulations or requirement imposed by
CONSOB or the Bank of Italy or any other Italian authority.
Any investor purchasing the GDNs, the underlying Cebures or the related Guaranties is solely
responsible for ensuring that any offer or resale of the GDNs, the underlying Cebures or the related
Guaranties by such investor occurs in compliance with the applicable Italian laws and regulations.
Please note that in accordance with Article 100-bis of the Italian Securities Act, either the
subsequent resale on the secondary market in Italy of the GDNs, the underlying Cebures or the related
Guaranties (which were part of a public offer made pursuant to an exemption from the obligation to
publish a prospectus) or the subsequent systematic resale on the secondary market in Italy to investors
41
that are not qualified investors within 12 months of completion of the offer reserved to qualified investors
only, constitutes a distinct and autonomous offer that must be made in compliance with the public offer
and the prospectus requirement rules provided under the Italian Securities Act and Regulation No.
11971, unless an exemption applies. Failure to comply with such rules may result in the subsequent
resale of such GDNs, underlying Cebures or related Guaranties being declared null and void and in the
liability of the intermediary transferring the GDNs, underlying Cebures or related Guaranties for any
damages suffered by the investors.
Japan
The GDNs, the underlying Cebures and the related Guaranties have not been and will not be
registered under the Financial Instruments and Exchange Law of Japan (the “FIEL”) and each underwriter
has agreed that it has not offered or sold and will not offer or sell any GDNs, underlying Cebures or
related Guaranties, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which
term as used herein means any person resident in Japan, including any corporation or other entity
organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or
to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations
and ministerial guidelines of Japan.
The Netherlands
This Listing Memorandum has not been and will not be approved by the Netherlands Authority
for the Financial Markets (Autoriteit Financiële Markten) in accordance with Article 5:2 of the Dutch Act
on Financial Supervision (Wet op het financieel toezicht). The GDNs, the underlying Cebures and the
related Guaranties were only offered in The Netherlands to qualified investors (gekwalificeerde
beleggers) as defined in Article 1:1 of the Dutch Act on Financial Supervision.
Peru
The GDNs, the underlying Cebures and the related Guaranties have not been and will not be
approved by or registered with the Peruvian securities regulatory authority, the Superintendency of the
Securities Market (Superintendencia del Mercado de Valores). However, application has been made to
register the GDNs with the Superintendency of Banking, Insurance, and Private Pension Funds
(Superintendencia de Bancos, Seguros y Administradoras Privadas de Fondos de Pensiones) in order to
be offered or sold in private placement transactions addressed to Peruvian institutional investors such as
Peruvian private pension funds.
Singapore
This Listing Memorandum has not been registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, this Listing Memorandum and any other document or material in connection
with the offer or sale, or invitation or subscription or purchase, of the GDNs, the underlying Cebures or
the related Guaranties may not be circulated or distributed, nor may the GDNs, the underlying Cebures or
the related Guaranties be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore other than under circumstances in which
such offer, sale or invitation does not constitute an offer or sale, or invitation for subscription or purchase,
of the GDNs, the underlying Cebures or the related Guaranties to the public in Singapore.
Other Relationships
42
The Placement Facilitation Agents and their affiliates have provided investment and commercial
banking services, financial advisory and other related services to PEMEX and its affiliates in the past and
may do so in the future. They have received customary fees and commissions for these services and may
do so in the future.
The Placement Facilitation Agents may, from time to time, engage in transactions with and
perform services for PEMEX in the ordinary course of their business for which they will receive
customary fees and commissions.
TRANSFER RESTRICTIONS
The GDNs, the underlying Cebures and the related Guaranties have not been registered and will
not be registered under the Securities Act, any U.S. state securities laws or the laws of any other
jurisdiction, and may not be offered or sold except pursuant to transactions exempt from, or not subject
to, registration under the Securities Act and the securities laws of any other jurisdiction.
Accordingly, interests in the GDNs, the underlying Cebures and the related Guaranties are being
offered and sold only to:


certain “qualified institutional buyers,” or QIBs (as defined in Rule 144A under the Securities
Act) in the United States; and
institutional and other qualified investors outside the United States and Mexico that are not
U.S. persons (as defined in Regulation S).
For a full description of the transfer restrictions applicable to the Cebures in the form of GDNs
see “Description of Global Depositary Notes—Transfer Restrictions” in the GDN Supplement.
LEGAL MATTERS
The validity of the Cebures, the Guaranties and the Guaranty Agreement was passed upon for the
Issuer by Lic. Marco Antonio de la Peña Sánchez, the General Counsel of the Issuer and the Guarantors
as to Mexican law.
Certain legal matters governed by U.S. law were passed upon by Cleary Gottlieb Steen &
Hamilton LLP, New York counsel for the Issuer and the Guarantors.
PUBLIC OFFICIAL DOCUMENTS AND STATEMENTS
The information that appears under “Item 4—Information on the Company—United Mexican
States” in the Form 20-F has been extracted or derived from publications of, or sourced from, Mexico or
one of its agencies or instrumentalities. Other information included herein has been extracted, derived or
sourced from official publications of Petroleós Mexicanos or the subsidiary entities, each of which is a
Mexican governmental agency, and is included herein on the authority of such publication or source as a
public official document of Mexico. All other information herein is included as a public official
statement made on the authority of the Director General of Petróleos Mexicanos, Emilio Ricardo Lozoya
Austin.
43
HEAD OFFICE OF THE ISSUER AND EACH
OF THE GUARANTORS
AUDITORS OF THE ISSUER
KPMG Cárdenas Dosal, S.C.
Independent Registered Public Accounting Firm
Blvd. Manuel A. Camacho 176, First Floor
Col. Reforma Social
México, D.F. 11650
Avenida Marina Nacional No. 329
Colonia Petróleos Mexicanos
México, D.F. 11311
COMMON REPRESENTATIVE
Banco Invex, S.A.,
Institución de Banca Múltiple,
Invex Grupo Financiero
Torre Esmeralda I
Blvd. Manuel Ávila Camacho No. 40, Piso 9
Col. Lomas de Chapultepec
México, D.F. 11000
LEGAL ADVISORS
To the Issuer and the Guarantors as to Mexican law:
To the Issuer and the
Guarantors as to U.S. law:
General Counsel of Petróleos Mexicanos
Avenida Marina Nacional No. 329
Colonia Petróleos Mexicanos
México, D.F. 11311
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
To the Placement Facilitation Agents as to Mexican
law:
Ritch Mueller, S.C.
Torre del Bosque
Blvd. Manuel Ávila Camacho No. 24, Piso 20
Col. Lomas de Chapultepec
11000 México, Distrito Federal
To the Placement Facilitation Agents as to U.S. law:
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022