Section I: Conditions d'ouverture du droit aux prestations arts. Adoption : MCOR The objective of the National Program is to improve and upgrade the living standards of the worst-off families and to prevent spread of poverty. The Programme prescribes a set of measures to alleviate family poverty, inter alia, improvement of medical services, greater access to education, better use of knowledge and and experience of the elderly, creation of job places, promotion of individual small businesses and protection of the environment. Adoption : NICL Act No.

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Registration No. We are not making an offer to exchange securities in any jurisdiction where the offer is not permitted. Investing in the securities issued in the exchange offers involves certain risks. See "Risk Factors" beginning on page Neither the Securities and Exchange Commission nor any State securities commission has approved or disapproved the securities to be distributed in the exchange offers, nor have they determined that this prospectus is truthful and complete.

Any representation to the contrary is a criminal offense. We have applied, through our listing agent, to list the new securities on the Luxembourg Stock Exchange. You should rely only on the information provided in this prospectus.

We have authorized no one to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the document.

We are furnishing this prospectus solely for use by prospective investors in connection with their consideration of participating in the exchange offers. We confirm that:. Registration of the new securities with the Special Section of the Registry does not imply any certification as to the investment quality of the new securities, the solvency of the issuer, the guarantor or the subsidiary guarantors or the accuracy or completeness of the information contained in this prospectus.

The new securities may not be publicly offered or sold in Mexico. Separate financial statements of the Pemex Project Funding Master Trust have not been included in this prospectus. This prospectus does not contain all of the information included in the registration statement. Any statement made in this prospectus concerning the contents of any contract, agreement or other document is not necessarily complete. If we have filed any of those contracts, agreements or other documents as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved.

Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document. We are required to file periodic reports and other information with the SEC under the Securities Exchange Act of , as amended. We will also furnish other reports as we may determine appropriate or as the law requires.

You may read and copy the registration statement, including the attached exhibits, and any reports or other information we file, at the SEC's public reference room in Washington, D. You may also obtain copies of these documents at the offices of the Luxembourg listing agent, Kredietbank S.

References in this prospectus to "U. References in this prospectus to "pesos" or "Ps. We use the term "billion" in this prospectus to mean one thousand million. This prospectus contains translations of certain peso amounts into U. You should not construe these translations as representations that the peso amounts actually represent the actual U.

Unless we indicate otherwise, the U. We refer to these financial statements as the financial statements. Mexican GAAP differs in certain significant respects from United States generally accepted accounting principles, otherwise referred to as "U. The following summary highlights selected information from this prospectus and may not contain all of the information that is important to you. This prospectus includes specific terms of the securities we are offering, as well as information regarding our business and detailed financial data.

We encourage you to read this prospectus in its entirety. In addition, a number of subsidiary companies, including Pemex Project Funding Master Trust, are incorporated into the consolidated financial statements. We refer to these securities as the "8. We refer to these securities as the "7. We are offering new, registered securities in exchange for the 8. These initial purchasers sold the old securities in offshore transactions and to qualified institutional buyers in transactions that were exempt from the registration requirements of the Securities Act of , as amended.

In this prospectus, we refer to the unregistered securities that we have already issued as the old securities, and the securities that we are now offering as the new securities. Each time we issued the old securities, we also entered into a registration rights agreement with the initial purchasers of those old securities in which we agreed to do our best to complete the exchange offer of the old securities on or prior to a particular date.

For the 8. This additional interest will stop when we complete the exchange offers. For the 7. Under the terms of the exchange offers, holders of each series of old securities are entitled to exchange old securities for new securities with substantially identical terms. You should read the discussion under the heading "Description of the New Securities" for further information about the new securities and the discussion under the heading "The Exchange Offers" for more information about the exchange process.

The 8. The 7. The series of new securities that we will issue in exchange for old securities will correspond to the series of old securities tendered as follows:. As of the date of this prospectus, the following amounts of each series of old securities are outstanding:. We believe that you may offer the new securities issued in the exchange offers for resale, resell them or otherwise transfer them without compliance with the registration and prospectus delivery provisions of the Securities Act, as long as:.

If any statement above is not true and you transfer any new security without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from the registration requirements of the Securities Act, you may incur liability under the Securities Act.

We do not assume responsibility for or indemnify you against this liability. If you are a broker-dealer and receive new securities for your own account in exchange for old securities that you acquired as a result of market making or other trading activities, you must acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the new securities.

If you do not exchange your old securities for new securities, you will continue to hold your old securities. You will no longer be able to require that we register the old securities under the Securities Act and you will no longer be entitled to additional interest. In addition, you will not be able to offer or sell the old securities unless:.

In addition, the 8. In addition, the 7. We will pay interest on the 8. We will pay interest on the 7. We may terminate the exchange offers and refuse to accept any old securities for exchange if:.

We have not made any of the exchange offers contingent on holders tendering any minimum principal amount of old securities for exchange. If you wish to accept the exchange offers, you must:. If you are not a direct participant in DTC, you must, in accordance with the rules of the DTC participant who holds your securities:.

We will deliver the new securities as promptly as practicable after the expiration date. We believe that the exchange of old securities for new securities will not be a taxable exchange for U. You should consult your tax advisor about the tax consequences of this exchange as they apply to your individual circumstances. We will bear all expenses related to consummating the exchange offers and complying with the registration rights agreement.

The initial purchasers have agreed to reimburse us for certain of these expenses. Deutsche Bank Trust Company Americas is serving as the exchange agent for the exchange offers. Deutsche Bank Luxembourg S.

Pemex Project Funding Master Trust. We call this the guarantee. We call these the subsidiary guaranties. The form and terms of each series of new securities will be the same as the form and terms of the corresponding series of old securities, except that:. The new securities will evidence the same debt as the old securities. We may, without your consent, increase the size of the issue of any of the series of new securities or create and issue additional securities with either the same terms and conditions or the same except for the amount of the first payment of interest.

We will make all principal and interest payments on the new securities without any withholding or deduction for Mexican withholding taxes, unless we are required by law to do so. In some cases where we are obliged to withhold or deduct a portion of the payment, we will pay additional amounts so that you will receive the amount that you would have received had no tax been withheld or deducted. However, we may enter into up to U. In addition, we may pledge oil or oil receivables to secure debts payable in pesos or debts which are different than the new securities, such as commercial bank loans.

Deutsche Bank Trust Company Americas. The new securities and the indenture under which the new securities will be issued contain certain events of default. We will apply to list the new securities on the Luxembourg Stock Exchange. Use of Proceeds. We will not receive any cash proceeds from the issuance of the new securities. Forward-Looking Statements. This prospectus contains forward-looking statements.

Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. We have based these statements on current plans, estimates and projections and you should therefore not place undue reliance on them.

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. 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" below.

Principal Executive Offices. Our headquarters are located at:. Avenida Marina Nacional No. The selected financial data set forth below should be read in conjunction with, and are qualified in their entirety by reference to, the audited financial statements and the unaudited condensed consolidated interim financial statements of PEMEX, both included in this prospectus.

See "Change in Independent Auditors" beginning on page


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