F-4

As filed with the U.S. Securities and Exchange Commission on September 6, 2022

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PETRÓLEOS MEXICANOS

(Exact name of Issuer as specified in its charter)

MEXICAN PETROLEUM

(Translation of registrant’s name into English)

PEMEX EXPLORACIÓN Y PRODUCCIÓN (PEMEX EXPLORATION AND PRODUCTION)

PEMEX TRANSFORMACIÓN INDUSTRIAL (PEMEX INDUSTRIAL TRANSFORMATION) and

PEMEX LOGÍSTICA (PEMEX LOGISTICS)

(Exact names of co-registrants as specified in their charters and translations of co-registrants’ names into English)

United Mexican States	United Mexican States	1311	Not Applicable
(State or other jurisdiction of incorporation or organization of Issuer)	(State or other jurisdiction of incorporation or organization of co-registrants)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Avenida Marina Nacional No. 329 Colonia Verónica Anzures Ciudad de México, Alcaldía Miguel Hidalgo, 11300 México Telephone: (52-55) 1944-2500	Avenida Marina Nacional No. 329 Colonia Verónica Anzures Ciudad de México, Alcaldía Miguel Hidalgo, 11300 México Telephone: (52-55) 1944-2500
(Address, including zip code, and telephone number, including area code, of Issuer’s principal executive offices)	(Address, including zip code, and telephone number, including area code, of co-registrants’ principal executive offices)

	Copies to:
Manuel Flores Camacho P.M.I. Services North America, Inc. 909 Fannin, Suite 3200 Houston, Texas 77010 Telephone: 713-567-0182	Jorge U. Juantorena Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Facsimile: 212-225-3999
(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Prospectus

Petróleos Mexicanos

Exchange Offer

for

U.S.$1,984,688,669 aggregate amount of 8.750% Notes due 2029

jointly and severally guaranteed by

Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística

(and their respective successors and assignees)

Terms of the Exchange Offer

•  We are offering to exchange securities that we sold in a private offering for an equal principal amount of new registered securities.   •  The exchange offer commences on            , 2022 and expires at 5:00 p.m., New York City time, on         , 20        , unless we extend it.   •  You may withdraw a tender of Old Securities (as defined below) at any time prior to the expiration of the exchange offer.   •  All Old Securities that are validly tendered and not validly withdrawn will be exchanged.   •  We believe that the exchange of securities will not be a taxable exchange for either U.S. or Mexican federal income tax purposes.   •  We will not receive any proceeds from the exchange offer. •  The terms of the New Securities (as defined below) to be issued are identical to the Old Securities, except for the transfer restrictions and registration rights relating to the Old Securities.   •  Three of our subsidiary entities (and their respective successors and assignees) will, jointly and severally, guarantee the New Securities. The guarantees will be unconditional and irrevocable. These subsidiary entities are Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística (each a “Guarantor” and collectively, the “Guarantors”).   •  The New Securities will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to certain of Petróleos Mexicanos’, which we refer to as the “Issuer”, and the Guarantors’ other outstanding public external indebtedness issued prior to October 2004. Under these provisions, in certain circumstances, the Issuer may amend the payment and certain other provisions of the New Securities with the consent of the holders of 75% of the aggregate principal amount of the New Securities.

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 offer involves certain risks. See “Risk Factors” beginning on page 11.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission in the United States of America (the “United States” or the “U.S.”) has approved or disapproved the securities to be distributed in the exchange offer, nor have they determined that this prospectus is truthful and complete. Any representation to the contrary is a criminal offense.

                , 2022

TABLE OF CONTENTS

	Page
Available Information		1
Electronic Delivery of Documents		2
Currency of Presentation		2
Presentation of Financial Information		3
Prospectus Summary		4
Selected Financial Data		10
Risk Factors		11
Forward-Looking Statements		27
Use of Proceeds		28
Capitalization of Pemex		29
Guarantors		30
The Exchange Offer		31
Description of the New Securities		41
Book Entry; Delivery and Form		58
Taxation		60
Plan of Distribution		67
Validity of Securities		68
Public Official Documents and Statements		68
Experts		68
Responsible Persons		69
General Information		69

Terms such as “we,” “us” and “our” generally refer to Petróleos Mexicanos and its consolidated subsidiaries, unless the context otherwise requires.

We will apply, through our Luxembourg Listing Agent, to have the New Securities admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange. The Old Securities are currently admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange.

The information contained in this prospectus is the exclusive responsibility of the Issuer and the Guarantors and has not been reviewed or authorized by the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission, or the “CNBV”) of the United Mexican States, which we refer to as “Mexico”. Petróleos Mexicanos filed a notice in respect of the offerings of both the Old Securities and the New Securities with the CNBV at the time the Old Securities were issued. Such notice is a requirement under the Ley del Mercado de Valores (Securities Market Law) in connection with an offering of securities outside of Mexico by a Mexican issuer. Such notice is solely for informational purposes and does not imply any certification as to the investment quality of the New Securities or the solvency of the Issuer or the Guarantors. The information contained in this prospectus is the sole responsibility of the Issuer, and the CNBV has not reviewed or authorized the content of this prospectus. The New Securities have not been and will not be registered in the Registro Nacional de Valores (National Securities Registry), maintained by the CNBV, and may not be offered or sold publicly in Mexico. Furthermore, the New Securities may not be offered or sold in Mexico, except through a private placement made to institutional or qualified investors conducted in accordance with Article 8 of the Securities Market Law.

We are responsible for the information contained in this prospectus. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. 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.

AVAILABLE INFORMATION

We have filed a registration statement with the SEC on Form F-4 covering the New Securities. 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.

Petróleos Mexicanos is required to file periodic reports and other information (File No. 0-99) with the SEC under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). We will also furnish other reports as we may determine appropriate or as the law requires. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Any filings we make 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”. We maintain an internet site at the following location: http://www.pemex.com (this website address is for information only and is not intended to be an active link or to incorporate any website information into this registration statement).

You may also obtain copies of these documents at the offices of Banque Internationale à Luxembourg S.A. (the “Luxembourg Listing Agent”).

The SEC allows Petróleos Mexicanos to “incorporate by reference” information it files with the SEC, which means that Petróleos Mexicanos can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information filed with the SEC will update and supersede this information. We incorporate by reference the documents filed by Petróleos Mexicanos listed below:

• Petróleos Mexicanos’ annual report for the year ended December  31, 2021, filed with the SEC on Form 20-F on April 29, 2022, which we refer to as the “2021 Form 20-F”;

• Petróleos Mexicanos’ report relating to certain recent developments and our unaudited condensed consolidated interim financial statements as of June 30, 2022 and for the three- and six-month periods ended June  30, 2022 and 2021, which was furnished to the SEC on Form 6-K on September 6, 2022, which we refer to as the “September 6-K”; and

• all of Petróleos Mexicanos’ annual reports on Form 20-F, and all reports on Form 6-K that are designated in such reports as being incorporated into this prospectus, filed or furnished with the SEC pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the exchange offer.

All filings filed by us under the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.

You may request a copy of any document that is incorporated by reference in this prospectus and that has not been delivered with this prospectus, at no cost, by writing or telephoning Petróleos Mexicanos at: Petróleos Mexicanos, Avenida Marina Nacional No. 329, Colonia Verónica Anzures, Alcaldía Miguel Hidalgo, 11300, Ciudad de México, México, telephone (52-55) 9126-2940, or by contacting our Luxembourg Listing Agent at the address indicated on the inside back cover of this prospectus, as long as any of the New Securities are admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange, and the rules of such stock exchange so require. To ensure timely delivery, investors must request this information no later than five business days before the date they must make their investment decision.

ELECTRONIC DELIVERY OF DOCUMENTS

We are delivering copies of this prospectus in electronic form through the facilities of The Depository Trust Company (“DTC”). You may obtain paper copies of the prospectus by contacting the Luxembourg Listing Agent at its address specified on the inside back cover of this prospectus. By participating in the exchange offer, you will be consenting to electronic delivery of these documents.

CURRENCY OF PRESENTATION

References in this prospectus to “U.S. dollars,” “U.S. $,” “dollars” or “$” are to the lawful currency of the United States. References in this prospectus to “pesos” or “Ps.” are to the lawful currency of Mexico. We use the term “billion” in this prospectus to mean one thousand millions.

This prospectus 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 we indicate otherwise, the U.S. dollar amounts included herein have been translated from pesos at an exchange rate of Ps. 19.9847 to U.S. $1.00, which is the exchange rate that the Secretaría de Hacienda y Crédito Público (Ministry of Finance and Public Credit) instructed us to use on June 30, 2022.

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PRESENTATION OF FINANCIAL INFORMATION

The audited consolidated financial statements of Petróleos Mexicanos, productive state-owned subsidiaries and subsidiary companies as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019 are included in Item 18 of the 2021 Form 20-F incorporated by reference in this prospectus and the registration statement covering the New Securities. We refer to these financial statements as the “2021 financial statements”. The 2021 financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”). We refer in this document to the “International Financial Reporting Standards as issued by the IASB” as the “IFRS”. These financial statements were 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.

We have incorporated by reference in this prospectus the unaudited condensed consolidated interim financial statements of Petróleos Mexicanos, productive state-owned subsidiaries and subsidiary companies as of June 30, 2022 and for the three- and six-month periods ended June 30, 2022 and 2021 (which we refer to as the “June 2022 interim financial statements”), which were not audited and were prepared in accordance with International Accounting Standard (“IAS”) 34 “Interim Financial Reporting” of the IFRS.

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PROSPECTUS SUMMARY

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 New 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.

The Issuer

Petróleos Mexicanos is a productive state-owned company of the Federal Government of Mexico (which we refer to as the “Mexican Government”). The Federal Congress of Mexico (which we refer to as the “Mexican Congress”) established Petróleos Mexicanos by decree on July 20, 1938. Its operations are carried out through three principal subsidiary entities, which are Pemex Exploración y Producción (Pemex Exploration and Production), Pemex Transformación Industrial (Pemex Industrial Transformation) and Pemex Logística (Pemex Logistics). Petróleos Mexicanos and each of the subsidiary entities are public-sector entities of Mexico empowered to own property and carry on business in their own names. In addition, a number of subsidiary companies are incorporated into our consolidated financial statements. We refer to Petróleos Mexicanos, the subsidiary entities and these subsidiary companies as “PEMEX”, and together they comprise Mexico’s state oil and gas company.

The Exchange Offer

On June 2, 2022, we issued U.S. $1,984,688,669 of 8.750% Notes due 2029 (the “Old Securities”) pursuant to a private placement in compliance with Section 4(a)(2) of the Securities Act of 1933 (as amended, the “Securities Act”).

The Old Securities are unregistered and were issued by us to certain supporting creditors who were Accredited Investors (as defined in Rule 501(A), (2), (3) or (7) of Regulation D of the Securities Act (the “Original Holders”)) pursuant to certain obligation recognition and repayment agreements dated May 31, 2022.

We are offering new, registered securities in exchange for the Old Securities.

Pursuant to (i) a remarketing agreement among the Issuer, certain Original Holders and Citigroup Global Markets Inc. as remarketing agent and initial purchaser (the “Remarketing Agent and Initial Purchaser”), dated June 9, 2022 (the “First Remarketing Agreement”) and (ii) a remarketing agreement among the Issuer, certain Original Holders and the Remarketing Agent and Initial Purchaser, dated July 7, 2022 (the “Second Remarketing Agreement” and, together with the First Remarketing Agreement, the “Remarketing Agreements”), certain Original Holders elected to participate in a remarketing sale of some or all of their Old Securities (in such capacity, the “Selling Securityholders”) to (x) “Qualified Institutional Buyers”, as defined in Rule 144A (“Rule 144A”) of the Securities Act in compliance with Rule144A and (y) outside the United States in accordance with Regulation S under the Securities Act.

The Old Securities and the New Securities are guaranteed by Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística, and their respective successors and assignees.

Exchange and Registration Rights Agreement

When we issued the Old Securities, we also entered into an exchange and registration rights agreement with the Original Holders, dated June 2, 2022 (the “Exchange and Registration Rights Agreement”) in which we agreed to use our best efforts to complete an exchange offer of those Old Securities on or prior to a particular date.

The Exchange Offer

Under the terms of the exchange offer, holders of the Old Securities are entitled to exchange Old Securities for an equal principal amount of New Securities with substantially identical terms.

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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 Offer” for more information about the exchange process. The Old Securities may be tendered only in a principal amount of U.S. $10,000 and integral multiples of U.S. $1.00 in excess thereof.

The New Securities that we will issue in exchange for the Old Securities will correspond to the Old Securities tendered as follows:

New Securities Series	Corresponding Old Securities Series
8.750% Notes due 2029, or “New Securities”	Old Securities

As of the date of this prospectus, the outstanding aggregate amount of the Old Securities is U.S. $1,984,688,669.

Resale of New Securities

Based on an interpretation by the SEC staff set forth in no-action letters issued to third parties, we believe that you may offer the New Securities issued in the exchange offer for resale, resell them or otherwise transfer them without compliance with the registration and prospectus delivery provisions of the Securities Act, as long as:

• you are acquiring the New Securities in the ordinary course of your business;

• you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate, in the distribution of the New Securities; and

• you are not an “affiliate” of ours, as defined under Rule 405 of the Securities Act.

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. We will make this prospectus available to broker-dealers for use in resales for 180 days after the Expiration Date (as defined below) of the exchange offer.

Consequences of Failure to Exchange Old 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. In addition, you will not be able to offer or sell the Old Securities unless:

• they are registered under the Securities Act; or

• you offer or sell them under an exemption from the requirements of, or in a transaction not subject to, the Securities Act.

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time, on             , 20         (the “Expiration Date”) unless we decide to extend it.

Interest on the New Securities

The New Securities will accrue interest at 8.750% per year, accruing from June 2, 2022. We will pay interest on the New Securities on June 2 and December 2 of each year.

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Conditions to the Exchange Offer

We may terminate the exchange offer and refuse to accept any Old Securities for exchange if:

• there has been a change in applicable law or the SEC staff’s interpretation of applicable law, and the exchange offer is not permitted under applicable law or applicable SEC staff interpretations of law; or

• there is a stop order in effect or threatened with respect to the exchange offer or the indenture governing such securities.

We have not made the exchange offer contingent on holders tendering any minimum principal amount of Old Securities for exchange.

Certain Deemed Representations, Warranties and Undertakings

If you participate in the exchange offer, you will be deemed to have made certain acknowledgments, representations, warranties and undertakings. See “The Exchange Offer—Holders’ Deemed Representations, Warranties and Undertakings”.

Procedure for Tendering Old Securities

If you wish to accept the exchange offer, you must deliver electronically your acceptance together with your Old Securities through DTC’s Automated Tender Offer Program (“ATOP”) system.

If you are not a direct participant in DTC, you must, in accordance with the rules of the DTC participant who holds your securities, arrange for a direct participant in DTC to submit your acceptance to DTC electronically.

Withdrawal Rights

You may withdraw the tender of your Old Securities at any time prior to 5:00 p.m., New York City time, on the Expiration Date, unless we have already accepted your Old Securities. To withdraw, you must send a written notice of withdrawal to the exchange agent through the electronic submission of a message in accordance with the procedures of DTC’s ATOP system by 5:00 p.m., New York City time, on the scheduled Expiration Date. We may extend the Expiration Date without extending withdrawal rights.

If you are not a direct participant in DTC, you must, in accordance with the rules of the DTC participant who holds your securities, arrange for a direct participant in DTC to submit your written notice of withdrawal to DTC electronically by 5:00 p.m., New York City time, on the Expiration Date.

Acceptance of Old Securities and Delivery of New Securities

If all of the conditions to the exchange offer are satisfied or waived, we will accept any and all Old Securities that are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the Expiration Date. We will deliver the New Securities promptly after the expiration of the exchange offer.

Tax Considerations

We believe that the exchange of Old Securities for New Securities will not be a taxable exchange for U.S. federal and Mexican income tax purposes. You should consult your tax advisor about the tax consequences of the exchange offer as they apply to your individual circumstances.

Fees and Expenses

We will bear all expenses related to consummating the exchange offer and complying with the Exchange and Registration Rights Agreement. Pursuant to the Remarketing Agreements, the Remarketing Agent and Initial Purchaser has agreed to reimburse us for certain of these expenses.

Exchange Agent

Deutsche Bank Trust Company Americas is serving as the exchange agent for the exchange offer (in such capacity, the “Exchange Agent”). The Exchange Agent’s address, telephone number and facsimile number are included under the heading “The Exchange Offer—The Exchange Agent; Luxembourg Listing Agent”.

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Description of the New Securities

Issuer

Petróleos Mexicanos.

Guarantors

Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística, and their respective successors and assignees, will jointly and severally unconditionally guarantee the payment of principal and interest on the New Securities.

New Securities Offered

• U.S. $1,984,688,669 aggregate principal amount of 8.750% Notes due 2029.

The form and terms of the New Securities are the same as the form and terms of the Old Securities, except that:

• the New Securities will be registered under the Securities Act and therefore will not bear legends restricting their transfer;

• holders of the New Securities will not be entitled to some of the benefits of the Exchange and Registration Rights Agreement; and

• we will not issue the New Securities under our medium-term notes program.

The New Securities will evidence the same debt as the Old Securities.

Maturity Date

The New Securities mature on June 2, 2029.

Interest Payment Dates

For the New Securities, June 2 and December 2 of each year.

Further Issues

We may, without your consent, create and issue additional securities with either the same terms and conditions or the same except for the issue price, the issue date and the amount of the first payment of

interest; provided that such additional securities do not have, for the purpose of U.S. federal income taxation, a greater amount of original issue discount than the affected New Securities have as of the date of the issue of such additional securities. Such additional securities may be consolidated to form a single series with the New Securities.

Withholding Tax; Additional Amounts

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. For a description of when you would be entitled to receive additional amounts, see “Description of the New Securities—Additional Amounts.”

Tax Redemption

If, as a result of certain changes in Mexican law, the Issuer or any Guarantor is obligated to pay additional amounts on interest payments on the New Securities at a rate in excess of 10% per year, then we may choose to redeem those New Securities. If we redeem the New Securities, we will pay 100% of their outstanding principal amount, plus accrued and unpaid interest and any additional amounts payable up to the date of our redemption.

Redemption of the New Securities at the Option of the Issuer

Prior to April 2, 2029 (the “Par Call Date”), the Issuer may at its option redeem the New Securities in whole or in part, by paying the redemption price on the outstanding principal amount thereof (as described under “Description of the New Securities—Redemption of the New Securities at the Option of the Issuer”), plus accrued interest.

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Ranking of the New Securities and the Guaranties

The New Securities:

• will be our direct, unsecured and unsubordinated public external indebtedness; and

• will rank equally in right of payment with each other and with all our existing and future unsecured and unsubordinated public external indebtedness.

The guaranties of the New Securities by each of the Guarantors will constitute direct, unsecured and unsubordinated public external indebtedness of each Guarantor, and will rank pari passu with each other and with all other present and future unsecured and unsubordinated public external indebtedness of each of the Guarantors.

Negative Pledge

None of the Issuer or the Guarantors or their respective subsidiaries will create security interests in our crude oil and crude oil receivables to secure any public external indebtedness. However, we may enter into up to U.S. $4 billion of receivables financings and similar transactions in any year and up to U.S. $12 billion of receivables financings and similar transactions in the aggregate.

We may pledge or grant security interests in any of our other assets or the assets of the Issuer or the Guarantors to secure our debts. In addition, we may pledge crude oil or crude oil receivables to secure debts payable in pesos or debts which are different than the New Securities, such as commercial bank loans.

Indenture

The New Securities will be issued pursuant to an indenture between the Issuer and the Trustee (as defined below), dated as of January 27, 2009 (as amended, supplemented or modified from time to time, the “Indenture”).

Trustee

Deutsche Bank Trust Company Americas (in such capacity, the “Trustee”).

Events of Default

The New Securities and the Indenture under which the New Securities will be issued contain certain events of default. If an event of default occurs and is continuing with respect to a series of securities, 20% of the holders of the outstanding securities of that series can require us to pay immediately the principal of and interest on all those securities. For a description of the events of default and their grace periods, you should read “Description of the New Securities—Events of Default; Waiver and Notice.”

Collective Action Clauses

The New Securities will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to certain of the Issuer’s and the Guarantors’ other outstanding public external indebtedness issued prior to October 2004. Under these provisions, in certain circumstances, the Issuer and the Guarantors may amend the payment and certain other provisions of the New Securities with the consent of the holders of 75% of the aggregate principal amount of the New Securities.

Governing Law

The New Securities and the Indenture will be governed by New York law, except that the laws of Mexico will govern the authorization and execution of these documents by Petróleos Mexicanos.

Listing and Trading

We will apply, through our Luxembourg Listing Agent, to have the New Securities listed on the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange. All of the Old Securities are currently listed on the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange.

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Use of Proceeds

We will not receive any proceeds from the issuance of the New Securities.

Principal Executive Offices

Our headquarters are located at:

Avenida Marina Nacional No. 329

Colonia Verónica Anzures

Alcaldía Miguel Hidalgo

11300 Ciudad de México,

México Phone: (52-55) 9126-2940.

Risk Factors

Holders of Old Securities that do not exchange their Old Securities for New Securities will continue to be subject to the restrictions on transfer that are listed on the legends of those Old Securities. These restrictions will make the Old Securities less liquid. To the extent that Old Securities are tendered and accepted in the exchange offer, the trading market, if any, for the Old Securities would be reduced.

We cannot assure that a market for the New Securities will be liquid or will continue to exist. Prevailing interest rates and general market conditions could affect the price of the New Securities. This could cause the New Securities to trade at prices that may be lower than their principal amount or their initial offering price.

In addition to these risks, there are additional risk factors related to our operations, the Mexican Government’s ownership and control over us and Mexico generally. These risks are described beginning on page 11.

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SELECTED FINANCIAL DATA

This selected financial data set forth below is derived in part from, and should be read in conjunction with, our 2021 financial statements and our June 2022 interim financial statements, which are each incorporated by reference in this prospectus.

	As of and for the Year Ended December 31,(1)									As of and for the Six Months Ended June 30,(1)(2)
	2019			2020			2021			2021			2022
	(in millions of pesos)
Statement of Comprehensive Income Data
Total of sales		Ps. 1,401,971			Ps. 953,662			Ps. 1,495,629			Ps. 664,989			Ps. 1,162,043
Operating income (loss)		102,829			(63,063	)		228,928			163,706			441,841
Financing income		29,236			16,742			28,907			15,221			17,305
Financing (cost)		(132,861	)		(161,765	)		(164,572	)		(74,163	)		(64,247	)
Derivative financial instruments (cost) income, net		(23,264	)		17,096			(25,224	)		(12,358	)		(24,509	)
Foreign exchange gain (loss), net		86,930			(128,949	)		(45,675	)		23,596			81,450
Net income (loss), net		(282,112	)		(509,052	)		(294,776	)		(22,993	)		247,649
Statement of Financial Position Data (end of period)
Cash and cash equivalents		60,622			39,990			76,506			n.a.			64,932
Total assets		1,984,247			1,928,488			2,052,098			n.a.			2,376,264
Long-term debt, net of current portion(3)		1,738,250			1,867,630			1,757,412			n.a.			1,738,894
Total long-term liabilities(4)		3,363,453			3,560,805			3,299,451			n.a.			3,144,911
Total equity (deficit)		(1,931,409	)		(2,404,727	)		(2,170,001	)		n.a.			(1,669,677	)
Statement of Cash Flows Data
Depreciation and amortization of wells, pipelines, properties, plant and equipment		137,187			129,632			133,431			68,198			69,414
Acquisition of wells, pipelines, properties, plant and equipment(5)		109,654			(114,977	)		(209,592	)		(65,616	)		(123,984	)

Notes:

n.a. Not applicable

(1) Includes Petróleos Mexicanos, the subsidiary entities and the subsidiary companies listed in Note 5 to our 2021 financial statements and in Note 5 to our June 2022 interim financial statements.

(2) Derived from June 2022 interim financial statements, which are unaudited.

(3) Long-term debt does not include short-term indebtedness of Ps. 421,304 million (U.S. $21,081 million) as of June 30, 2022.

(4) Total long-term liabilities do not include short-term liabilities of Ps. 901,031 million (U.S. $45,086 million) as of June 30, 2022.

(5) Includes capitalized finance cost.

Source: 2021 financial statements and June 2022 interim financial statements.

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RISK FACTORS

Risk Factors Related to Our Operations

We have a substantial amount of indebtedness and other liabilities and are exposed to liquidity constraints, which could make it difficult for us to obtain financing on favorable terms and could adversely affect our financial condition, results of operations and ability to repay our debt and, ultimately, our ability to operate as a going concern without additional support from the Mexican Government.

We have a substantial amount of debt, which we have incurred primarily to finance the capital expenditures needed to carry out our capital investment projects. Due to our heavy tax burden, our cash flow from operations in recent years has not been sufficient to fund our capital expenditures and other expenses and, accordingly, showed a significant increase in our indebtedness, as well as a decrease in our working capital. Therefore, in order to develop our assigned hydrocarbon reserves, service our indebtedness and amortize scheduled debt maturities, we will need to obtain funds from a broad range of sources, in addition to continuing efficiency and cost-cutting initiatives. There can be no assurances that we will continue to have access to capital on favorable terms or any terms at all. During 2021, we received support from the Mexican Government for debt repayments, and such additional support may not be available in upcoming years.

As of June 30, 2022, our total indebtedness, including accrued interest, was Ps. 2,160.2 billion (U.S. $108.1 billion), in nominal terms, which represents a 4.0% decrease in peso terms compared to our total indebtedness, including accrued interest, of Ps. 2,249.7 billion (U.S. $112.6 billion) as of December 31, 2021. As of June 30, 2022, 36.9% of our existing indebtedness, or Ps. 798.0 billion (U.S. $39.9 billion), including accrued interest, is scheduled to mature in the next three years, including Ps. 284.9 billion (U.S. $14.3 billion) scheduled to mature in 2022. Our working capital increased from a negative working capital of Ps. 464.3 billion (U.S. $23.2 billion) as of December 31, 2021 to a negative working capital of Ps. 233.6 billion (U.S. $11.7 billion) as of June 30, 2022. Our level of debt may increase further in the short or medium term as a result of new financing activities or future depreciation of the peso as compared to the U.S. dollar, and may have an adverse effect on our financial condition, results of operations and liquidity position. To service our debt, we have relied and may continue to rely on a combination of cash flows from our operations, drawdowns under our available credit facilities, capital contributions from the Mexican Government and the incurrence of additional indebtedness (including refinancing of existing indebtedness). We received equity contributions from the Mexican Government for debt repayments during the three-month period ended March 31, 2022 in the amount of Ps. 45.4 billion; however during the three-month period ended June 30, 2022, we did not receive further equity contributions from the Mexican Government for debt repayments. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Overview—Changes to Our Business Plan” in the 2021 Form 20-F and Note 18 to our June 2022 interim financial statements.

If we were unable to obtain financing on favorable terms or any terms at all, this could hamper our ability to invest in projects financed through debt and meet our principal and interest payment obligations with our creditors. This risk would be further magnified if we also were unable to receive additional support from the Mexican Government. As a result, we may be exposed to liquidity constraints and may not be able to service our debt or make the capital expenditures required to maintain our current production levels and to maintain, and increase, the proved hydrocarbon reserves assigned to us by the Mexican Government, which may adversely affect our financial condition and results of operations. See “Risk Factors—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, the proved hydrocarbon reserves assigned to us by the Mexican Government. Reductions in our income, adjustments to our capital expenditures budget and our inability to obtain financing may limit our ability to make capital investments” below.

If such constraints occur at a time when our cash flow from operations is less than the resources necessary to meet our debt service obligations, and in the absence of additional support from the Mexican Government, in order to provide additional liquidity to our operations, we could be forced to further reduce our planned capital expenditures and implement further austerity measures. A reduction in our capital expenditure program could adversely affect our financial condition and results of operations. Additionally, such measures may not be sufficient to permit us to meet our obligations.

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Our consolidated financial statements have been prepared on the assumption that we will continue as a going concern.

Our consolidated financial statements have been prepared under the assumption that we will continue as a going concern. However, there is material uncertainty that raises significant doubt about our ability to continue operating as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty. If the actions we are taking to improve our financial condition, which are described in detail under “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Overview—Changes to Our Business Plan” in the 2021 Form 20-F, are not successful, we may not be able to continue operating as a going concern.

Downgrades in our credit ratings could negatively impact our access to the financial markets and cost of financing.

We rely on access to the financial markets to fund our operations and finance the capital expenditures needed to carry out our capital investment projects. Accordingly, credit ratings are important to our business and financial condition, as credit ratings affect the cost and other terms upon which we are able to obtain funding.

Ratings address our creditworthiness and the likelihood of timely payment of our long-term debt securities. Ratings are not a recommendation to purchase, hold or sell securities and may be changed, suspended or withdrawn at any time. Our current ratings and the rating outlooks depend, in part, on economic conditions and other factors that affect credit risk and are outside our control, as well as assessments of the creditworthiness of Mexico.

In July 2022, Moody’s downgraded our credit ratings from Ba3 to B1 and changed its outlook on our ratings from negative to stable. These actions were triggered by Moody’s announcement on July 8, 2022 that it had downgraded the Mexican Government’s ratings from Baa1 to Baa2. For its part, S&P Global Ratings revised its outlook of Pemex, which has a global BBB scale in foreign currency rating, from negative to stable after reviewing Mexico’s long-term outlook.

We currently have a “split rating” among the four agencies that formally rate our credit profile. Two of them have assigned us a non-investment grade rating and two have assigned us an investment-grade rating. For information regarding our current credit ratings, please see “Item 5—Liquidity and Capital Resources—Overview” in the 2021 Form 20-F. While these downgrades do not constitute a default or event of default under our debt instruments, they have increased our cost of financing. Any further lowering of our credit ratings may have material adverse consequences on our ability to access the financial markets and the terms on which we may obtain financing, including our cost of financing. In turn, this could significantly harm our ability to meet our existing obligations, financial condition and results of operations. In addition, in connection with the entry into new financings or amendments to existing financing arrangements, our financial and operational flexibility may be reduced as a result of more restrictive covenants, requirements for security and other terms that may be imposed on split-rated entities. Our split rating and any further credit rating downgrades could also negatively impact the prices of our debt securities and reduce our potential pool of investors and funding sources, among other consequences. There can be no assurance that we will be able to maintain or improve our current credit ratings or outlook.

Rising interest rates could increase our financing costs.

In the face of persistent inflationary pressures, the U.S. Federal Reserve increased its benchmark interest rate by 50 basis points on May 4, 2022, by 75 basis points on June 15, 2022 and by 75 basis points on July 27, 2022. Similarly, Banco de México (Banxico), Mexico’s central bank, increased its interbank benchmark interest rate by 50 basis points on May 12, 2022, by 75 basis points on June 23, 2022 and by 75 basis points on August 11, 2022.

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Approximately 19% of our net indebtedness is subject to variable interest rates. Accordingly, PEMEX is exposed to fluctuations in benchmark interest rates, including the Secured Overnight Financing Rate (“SOFR”), the U.S. dollar-denominated London Interbank Offered Rate (“LIBOR”) and Banxico’s Interbank Equilibrium Interest Rate (“TIIE”). Rising benchmark interest rates could increase the costs of entering into new financings, refinancing our existing indebtedness, or renewing our existing credit lines.

Prices of crude oil, natural gas and petroleum products are volatile, and low crude oil and natural gas prices adversely affect our income, cash flows and the value of the hydrocarbon reserves that we have the right to extract and sell.

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 the following: 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 laws and government regulations, 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 (“DFIs”) related to oil and gas.

When international crude oil, petroleum product and/or natural gas prices are low, we generally earn less revenue and, therefore, generate lower cash flows and earn less income before taxes and duties because our costs remain roughly constant. Conversely, when crude oil, petroleum product and natural gas prices are high, we earn more revenue and our income before taxes and duties increases.

Beginning in early March of 2020, the market experienced a precipitous decline in oil prices. This decline occurred in response to a substantial decline in demand for oil due to the economic impact of the COVID-19 pandemic, which caused an oversupply and in turn insufficient global storage capacity. On April 20, 2020, the Mexican crude oil export price reached an unprecedented low of negative U.S. $2.37 per barrel, and averaged U.S. $35.47 per barrel in 2020, as compared to an average of U.S. $55.53 per barrel in 2019. During the six-month period ended June 30, 2022, the average crude oil export price has recovered as compared to 2021. As of June 30, 2022, the weighted average crude oil export price was U.S. $98.86 per barrel, an increase of U.S. $33.00 per barrel as compared to the 2021 weighted average Mexican crude oil export price. As of June 30, 2022 the weighted Mexican crude oil export price was U.S. $104.79 per barrel. As of August 21, 2022, the Mexican crude oil export price was U.S. $95.18 per barrel. Any future decline in international crude oil and natural gas prices will have a similar negative impact on our results of operations and financial condition. These fluctuations may also affect estimates of the amount of Mexico’s hydrocarbon reserves that we have the right to extract and sell, which could affect our future production levels. See “Risk Factors—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” below and “Item 11—Quantitative and Qualitative Disclosures About Market Risk—Changes in Exposure to Main Risks—Market Risk—Hydrocarbon Price Risk” in the 2021 Form 20-F.

Any further or future production cuts or declines in international crude oil and natural gas prices will likely have a negative impact on our results of operations and financial condition. In addition, significant fluctuations may also affect estimates of the amount of Mexico’s hydrocarbon reserves that we have the right to extract and sell, which could affect our future production levels. See “Risk Factors—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” below and “Item 11—Quantitative and Qualitative Disclosures About Market Risk—Changes in Exposure to Main Risks—Market Risk—Hydrocarbon Price Risk” in the 2021 Form 20-F.

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The COVID-19 pandemic has had and may continue to have an adverse effect on our business, results of operations and financial condition.

On March 11, 2020, COVID-19 was categorized as a pandemic by the World Health Organization. Many countries around the world, including Mexico, continue to suffer significant economic and social crises as a result of the ongoing COVID-19 pandemic and measures taken to contain or mitigate it, which have had dramatic adverse consequences on demand, operations, supply chains and financial markets, as well as contributed to significant oil price volatility. While the nature and scope of the consequences to date are difficult to evaluate precisely, and their future course is impossible to predict with confidence, these events may continue for a sustained period of time.

As of the date of this prospectus, the Mexican Government has continued to adopt measures intended to mitigate the spread of COVID-19 in Mexico. However, we cannot predict the future policies that may be enacted by the Mexican Government, or any other government, or the impact these policies will have on our business and operations. Our business operation is generally considered a strategic area as defined in Articles 27 and 28 of the Constitución Política de los Estados Unidos Mexicanos (Political Constitution of the United Mexican States or the “Mexican Constitution”). Therefore, all of our operations remain active as of the date of this prospectus. However, in accordance with our business continuity plan, we have limited our workforce’s access to our facilities, for which we implemented alternating shifts and allowed a portion of our workforce to continue to work remotely. In addition, we have implemented sanitizing measures to disinfect our facilities, as well as the use of thermal cameras and other special equipment to monitor infection risks. The COVID-19 pandemic, or any future pandemic or epidemic, may further impact the places where we operate or cause health issues for our workforce. In turn, this could significantly affect the operation of our facilities, including our platforms, refineries and terminals, among others. These conditions may adversely affect our business, results of operations and financial condition.

In addition to the operational impacts of the COVID-19 pandemic, international prices for oil, oil products and natural gas are volatile and strongly influenced by conditions and expectations of world supply and demand. The COVID-19 pandemic led to significantly decreased oil prices, particularly in 2020, and, consequently, significantly adversely affected our business, results of operations and financial condition. During 2021, those prices have recovered, largely due to geopolitical events unrelated to COVID-19, reducing possible adverse effects on our results of operation and financial situation. See “Risk Factors—Risk Factors Related to Our Operations—Prices of crude oil, natural gas and petroleum products are volatile, and low crude oil and natural gas prices adversely affect our income, cash flows and the value of the hydrocarbon reserves that we have the right to extract and sell” above and “Item 5—Overview” in the 2021 Form 20-F for further information about the COVID-19 pandemic’s impact on us.

The COVID-19 pandemic could adversely affect our ability to operate our business in the manner and on the timelines previously planned. The extent to which COVID-19 or other health pandemics or epidemics may continue to impact Mexico, the Mexican economy and the global economy and, in turn, our business, results of operations and financial condition is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to:

• the duration, scope, and severity of the COVID-19 pandemic;

• volatility in oil demand and oil prices;

• the impact of travel bans, work-from-home policies, or shelter-in-place orders;

• staffing shortages;

• interest rate and inflation rate volatility;

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• general economic, financial, and industry conditions, particularly relating to liquidity, financial performance, which may be amplified by the effects of COVID-19; and

• the long-term effects of the pandemic on the national and global economy, including on global supply chains, consumer confidence and spending, financial markets and the availability of credit for us, our suppliers and our customers, among others.

Our business could be negatively impacted by hydrocarbon price volatility as the result of, or as a result of the threat of, Russian activities in Ukraine and the related destabilization of the world energy markets.

Our revenues and our profitability are heavily dependent on the prices we receive from our sales of oil and natural gas. Oil prices are particularly sensitive to actual and perceived threats to global political stability and to changes in production from OPEC member states. An actual increase, or the threat of an increase, in Russian activities in Ukraine could lead to increased volatility in global oil and gas prices. Destabilization of global oil and gas prices could reduce the price we receive from our sales of oil and natural gas and adversely affect our profitability. Increases in oil and gas prices may not persist and could be followed by price decreases based on factors beyond our control, including geopolitical events.

We are an integrated oil and gas company and are exposed to production, equipment and transportation risks, criminal acts, blockades to our facilities and deliberate acts of terror that could adversely affect our business, results of operations and financial condition.

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, effects of natural disasters or weather, accidents at our facilities, etc.), equipment risks (relating to the adequacy, condition and maintenance 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, oil spills, hurricanes in the Gulf of Mexico and other natural or geological disasters and accidents, fires and mechanical failures. For further information related to environmental liabilities, see “Item 4—Information on the Company—Environmental Regulation—Environmental Liabilities” in the 2021 Form 20-F.

Our operations are also subject to the risk of criminal acts to divert our crude oil, natural gas or refined products from our pipeline network, including the theft, and tampering with the quality, of our products. In recent years, we have experienced an increase in the illegal trade in the fuels that we produce and the illegal “tapping” of our pipelines, which has led to explosions, property and environmental damage, injuries and loss of life, as well as loss of revenue from the stolen product.

Since 2019, we have taken action in conjunction with the Mexican Government in an effort to reduce the illicit market of fuels. In 2021 and 2020, we discovered 11,037 and 11,022 illegal pipeline taps, respectively. We are also subject to the risk that some of our employees may, or may be perceived to, be participating in the illicit market in fuels. In addition, our facilities are subject to the risk of sabotage, terrorism and blockades. The occurrence of incidents such as these related to the production, processing and transportation of oil and gas products could result in personal injuries, loss of life, environmental damage from the subsequent containment, clean up and repair expenses, equipment damage and damage to our facilities, which in turn could adversely affect our business, results of operations and financial condition.

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We are subject to the risk of cybersecurity incidents, failures and attacks that could adversely affect our business, results of operations and financial condition.

Our operations are supported by our information technology systems and therefore, cybersecurity plays a key role in protecting our operations. Cyber-threats and cyber-attacks are becoming increasingly sophisticated, coordinated and costly, and could be targeted at our operations or information systems. Accordingly, we have an information security policy, in order to help us prevent, detect and correct vulnerabilities. On November 10, 2019, we detected a ransomware cyber-attack that targeted certain computer software applications. Although the cyber-attack did not interrupt the operational continuity of our business, we implemented remedial measures in accordance with our protocols that were intended to contain the extent of the attack and preserve the integrity of our proprietary information. If the integrity of our information technology systems were to be compromised due to another cyber-attack, or, as the case may be, due to the negligence or misconduct of our employees, our business operations could be disrupted or even paralyzed and our proprietary information could be lost or stolen. If such events occur, we could face, among other things, regulatory action, legal liability, damage to our reputation, a significant reduction in revenues, an increase in costs, a shutdown of operations, or loss of our investments in areas affected by such cyber-attacks, which in turn could have a material adverse effect on our reputation, results of operations and financial condition.

A continued decline in our proved hydrocarbon reserves and production could adversely affect our operating results and financial condition.

Some of our existing oil and gas producing fields are mature and, as a result, our reserves and production may decline as reserves are depleted. In years prior to 2019, the replacement rate for our proved hydrocarbon reserves was insufficient to prevent a decline in our proved reserves. However, during 2019, the trend of previous years was reversed. We achieved a reserve-replacement ratio, or RRR, of 120.1% and 119.7% for 2019 and 2020, respectively. In 2021, our total proved reserves had a small increase of 43 million barrels of crude oil equivalent, or 0.6%, after accounting for discoveries, extensions, revisions, and delimitations, from 7,383.9 million barrels of crude oil equivalent as of December 31, 2020 to 7,426.5 million barrels of crude oil equivalent as of December 31, 2021. See “Item 4—Information on the Company—Business Overview––Exploration and Production––Reserves” in the 2021 Form 20-F for more information about the factors leading to this increase. Based on these numbers, the RRR in 2021 was 105.1%, a decrease as compared to the RRR of 119.7% in 2020. Nevertheless, as a result of the CNH’s final resolution on April 20, 2021 to approve 2020 proved reserves, our proved reserves as of December 31, 2020 increased from 7,383.9 million barrels of crude oil equivalent to 7,436.5 million barrels of crude oil equivalent, due to the inclusion of final proved reserves from our Contratos de Exploración y Extracción (Exploration and Extraction Contracts, or “CEEs”). As a result, our RRR in 2021 was 98.8%, a decrease from our RRR of 119.7% in 2020. However, our crude oil production increased by 0.1% and 2.9% in 2020 and 2021, respectively, primarily as a result of the increase in production in our new offshore field projects Cheek, Itta, Koban, Mulach, Manik NW, Octli, Pokche, Tlacame, Tlamatini, Tetl, Xolotl and Yaxche, and onshore field projects Tupilco Profundo, Quesqui, Cibix and Ixachi. There can be no assurance, however, that we will be able to continue to increase, or otherwise stop or reverse the trend of decline in, our proved reserves and production, which at any time could have an adverse effect on our business, results of operations and financial condition.

Developments in the oil and gas industry and other factors may result in substantial write-downs of the carrying amount of certain of our assets, which could adversely affect our operating results and financial condition.

We evaluate on an annual basis, or more frequently where the circumstances require, the carrying amount of our assets for possible impairment. Our impairment tests are performed by a comparison of the carrying amount of an individual asset or a cash-generating unit with its recoverable amount. Whenever the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount.

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Changes in the economic, regulatory, business or political environment in Mexico or other markets where we operate, such as the liberalization of fuel prices or a significant decline in international crude oil and gas prices, among other factors, may result in the recognition of impairment charges in certain of our assets. Due to the decline in oil prices, we have performed impairment tests of our non-financial assets (other than inventories and deferred taxes) at the end of each quarter. As of December 31, 2019, 2020 and 2021, we recognized an impairment charge in the amount of Ps. 31.3 billion, Ps. 36.4 billion and Ps. 1.2 billion, respectively. As of June 30, 2022 and 2021, we recognized an impairment charge reversal in the amount of Ps. 64.1 billion and Ps. 32.2 billion, respectively. See Note 13 to our 2021 financial statements and Note 13 to our June 2022 interim financial statements further information about the impairment of certain of our assets. Future developments in the economic environment, in the oil and gas industry and other factors could result in further substantial impairment charges, adversely affecting our operating results and financial condition.

Increased competition in the energy sector could adversely affect our business and financial performance.

The Mexican Constitution and the Ley de Hidrocarburos (Hydrocarbons Law) allow other oil and gas companies, in addition to us, to carry out certain activities related to the energy sector in Mexico, including exploration and production activities, and the import and sale of gasoline. As a result, we face competition for the right to explore and develop new oil and gas reserves in Mexico. We also face competition in connection with certain refining, transportation and processing activities, as well as the distribution and sale of gasoline and other fuels. Increased competition could make it difficult for us to hire and retain skilled personnel, especially for the sale of gasoline. If we are unable to compete successfully with other oil and gas companies in the energy sector in Mexico, our results of operations and financial condition may be adversely affected.

We are subject to Mexican and international anti-corruption, anti-bribery and anti-money laundering laws. Our failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our business, results of operations and financial condition.

We are subject to Mexican and international anti-corruption, anti-bribery and anti-money laundering laws. See “Item 4—Information on the Company—General Regulatory Framework” in the 2021 Form 20-F. We maintain a corporate compliance program that includes policies and processes intended to comply with these laws, such as our internal control system. Our internal control system aims to prevent risks, anticipate any weaknesses arising in our operations or internal control over financial reporting and promote information exchange and communication. However, we are subject to the risk that our management, employees, contractors or any person doing business with us may engage in fraudulent activity, corruption or bribery, circumvent or override our internal controls and procedures or misappropriate or manipulate our assets for their personal benefit or of third parties to our detriment. This risk is heightened by the fact that we have a large number of complex, valuable contracts with local and foreign third parties. Although we have systems and internal policies in place for identifying, monitoring and mitigating these risks, such systems and policies have failed in the past and may not be effective in the future. Further, we cannot ensure that these compliance policies and processes will prevent intentional, reckless or negligent acts committed by our management, employees, contractors or any person doing business with us. Any failure—real or perceived—by our management, employees, contractors or any person doing business with us to comply with applicable governance or regulatory obligations could harm our reputation, limit our ability to obtain financing and otherwise have a material adverse effect on our business, financial condition and results of operations.

If we fail to comply with any applicable anti-corruption, anti-bribery or anti-money laundering laws, we and our management, employees, contractors or any person doing business with us may be subject to criminal, administrative or civil penalties and other measures, which could have material adverse effects on our reputation, business, financial condition and results of operations. Any investigation of potential violations of anti-corruption, anti-bribery or anti-money laundering laws by governmental authorities in Mexico or other jurisdictions could result in an inability to prepare our consolidated financial statements in a timely manner and could adversely impact our reputation, ability to access financial markets and ability to obtain contracts, assignments, permits and other government authorizations necessary to participate in our industry, which, in turn, could have adverse effects on our business, results of operations and financial condition.

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Our management has identified material weaknesses in our internal control over financial reporting for five of the last six years and has concluded that our internal control over financial reporting was not effective at December 31, 2021, which may have a material adverse result on our results of operation and financial condition.

Our management identified one material weakness in our internal control over financial reporting in 2021, related to the estimation of impairment of long-lived assets. For further information on the material weakness identified by our management in 2021, see “Item 15—Controls and Procedures—Management’s Annual Report on Internal Control over Financial Reporting” in the 2021 Form 20-F. In light of the identified material weakness, our management concluded that our internal control over financial reporting was not effective at December 31, 2021. Although we are developing and implementing several measures to remedy this material weakness, we cannot be certain that there will be no other material weaknesses in our internal control over financial reporting in the future. In addition, our management identified material weaknesses in our internal control over financial reporting in connection with the preparation of our consolidated financial statements as of and for each of the years ended December 31, 2015, 2016, 2017, 2018 and 2020. In light of the identified material weaknesses, our management concluded that our internal control over financial reporting was not effective at December 31 of each of those years. We disclosed the circumstances giving rise to these material weaknesses—which were generally different from one year to the next—in our annual reports on 2021 Form 20-F corresponding to each of those years. As of the date of this prospectus, we believe that each of these material weaknesses has been remediated, except for the 2021 and 2020 material weaknesses for which we are in the process of implementing the corresponding remediation actions. For more information, see “Item 15––Controls and Procedures––Management’s Annual Report on Internal Control over Financial Reporting” in the 2021 Form 20-F.

If our efforts to remediate the material weaknesses identified in 2021 and 2020 are unsuccessful, we may be unable to report our results of operations for future periods accurately and in a timely manner and make our required filings with government authorities, including the SEC. We cannot be certain that additional material weaknesses will not develop or be discovered in the future. There is also a risk that there could be accounting errors in our financial reporting, and we cannot be certain that in the future additional material weaknesses will not exist or otherwise be discovered. Any of these occurrences could adversely affect our results of operation and financial condition.

Environmental regulations in Mexico, including in connection with efforts to address climate change, 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 2021 Form 20-F. Growing international concern over greenhouse gas emissions and climate change could result in new laws and regulations that could adversely affect our results of operations and financial condition. International agreements, including the Paris Agreement approved by the Mexican Government, contemplate commitments to combat climate change. We may become subject to market changes, including carbon taxes, efficiency standards, cap-and-trade and emission allowances and credits. These measures could increase our operating and maintenance costs, increase the price of our hydrocarbon products and possibly shift consumer demand to lower-carbon sources. See “Item 4—Environmental Regulation—Climate Change” in the 2021 Form 20-F for more information on the Mexican Government’s current legal and regulatory framework for combatting climate change.

Also, in the event that an environmental risk materializes affecting the soil, water or air, such as those mainly related to effluent treatment, emissions of pollutants, sulfur recovery plants, disposal of hazardous waste, hazardous waste warehouses, hydrocarbon-affected sites or non-compliance with water discharge parameters, among others, we would incur additional costs for remediation and characterization of contaminated surfaces.

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We participate in strategic alliances, joint ventures and other joint arrangements, which may not perform as expected, could harm our reputation and could have an adverse effect on our business, results of operations and financial condition.

We have not entered into any strategic alliances, joint ventures or other joint arrangements since 2018. However, we continue to participate in prior arrangements and currently enter into long-term service contracts for oil production (contratos de servicios integrales de exploración y extracción, or “CSIEEs”). These arrangements are intended to reduce or reallocate risks in exploration and production, refining, transportation and processing activities. Our partners in such arrangements may, as a result of financial or other difficulties, be unable or unwilling to fulfill their financial or other obligations under our agreements, threatening the viability of the relevant project. In addition, our partners may have inconsistent or opposing economic or business interests and may take action contrary to our policies or objectives, which could be to our overall detriment. If our strategic alliances, joint ventures or other joint arrangements do not perform as expected, our reputation may be harmed and our business, financial condition and results of operations could be adversely affected.

Discontinuation, reform or replacement of LIBOR or other benchmark interest rates, or uncertainty related to the potential for any of the foregoing, may impact our business.

As of June 30, 2022, we had Ps. 183.7 billion (U.S. $9.2 billion), of variable rate indebtedness linked to LIBOR or other benchmark rates (see Note 8-E to the June 2022 interim financial statements for further information about LIBOR transition). In July 2017, the U.K. Financial Conduct Authority, which regulates LIBOR, announced its intention to phase out the use of LIBOR by the end of 2021. However, in November 2020, ICE Benchmark Administration Limited (“ICE”) announced an extension of the most common dollar LIBOR rates to June 2023. Other regulators have suggested reforming or replacing other benchmark rates. However, the phase out of LIBOR and the discontinuation, reform or replacement of other benchmark rates may have an important impact on, or cause disruption to, the broader financial markets or borrowing costs to borrowers. These developments may in turn increase the cost of our variable rate indebtedness or otherwise have an adverse effect on our results of operations and financial condition.

Risk Factors Related to Mexico

Economic conditions, the impacts of the COVID-19 pandemic 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 on favorable terms or at all and service our debt. Additionally, the Mexican Government in November 2015, February 2016 and September 2016 announced budget cuts in response to declines in international crude oil prices. The Mexican Government announced a budget increase in each of December of 2018 and 2019. However, in 2020, given the ongoing impact of the COVID-19 pandemic on our business and the global economy, the Board of Directors of Petróleos Mexicanos authorized a decrease in our budget by Ps. 4.5 billion, offset by a net decrease in expenses of Ps. 21.0 billion, consisting of (1) a decrease in investment expenditure by Ps. 28.0 billion (including non-capitalizable maintenance), (2) an increase in operating expense of Ps. 7.0 billion and (3) an increase in financing cost of Ps. 16.5 billion. Although there have been no subsequent cuts, the Mexican Government may reduce our budget in the future. Any new budget cuts could adversely affect the Mexican economy and, consequently, our business, financial condition, operating results and prospects. See “Risk Factors—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” below.

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In addition, many countries around the world, including Mexico, have been significantly affected in economic and social terms, as a result of the ongoing COVID-19 pandemic. Oil prices have shown significant volatility since the beginning of the pandemic. In addition to these economic effects, the COVID-19 pandemic has had adverse impacts on the places in which we operate and our workforce, and could significantly disrupt our operations in the future. Despite the recovery in oil prices in 2021, the effects of the COVID-19 pandemic or other health pandemics or epidemics may impact Mexico and the Mexican economy and, in turn, our results of operations.

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 and could adversely affect our financial condition, as well as our ability to service our debt in the absence of additional support from the Mexican Government. A deterioration in international financial or economic conditions, such as 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 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 other currencies. However, we cannot provide assurances that the Mexican Government will maintain its current policies with regard to the peso. In the future, the Mexican Government could impose a restrictive exchange control policy, as it has done in the past. Mexican Government policies preventing us from exchanging pesos into U.S. dollars could hamper our ability to service our foreign currency obligations, including our debt, the majority of which is denominated in currencies other than pesos.

Mexico has experienced a period of increasing criminal activity, which could affect our operations.

In recent years, Mexico has experienced a period of increasing criminal activity, primarily due to the activities of drug cartels and related criminal organizations. In addition, the development of the illicit market in fuels in Mexico has led to increases in theft and illegal trade in the fuels that we produce. In response, the Mexican Government has implemented various security measures and has strengthened its military and police forces, and we have also established various strategic measures aimed at decreasing incidents of theft and other criminal activity directed at our facilities and products. See “Item 8—Financial Information—Legal Proceedings—Actions Against the Illicit Market in Fuels” in the 2021 Form 20-F. Despite these efforts, criminal activity 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.

Economic and political developments in Mexico and the United States may adversely affect Mexican economic policy and, in turn, our operations.

Adverse political events in Mexico may significantly affect Mexican economic policy and, consequently, our operations.

The current administration and the Mexican Congress have the power to revise the legal framework that governs us and they are currently discussing a number of reforms that could affect economic conditions of the energy sector in Mexico. Until any reform has been adopted and implemented, we cannot predict how these policies could impact our results of operations and financial position. We cannot provide any assurances that political developments in Mexico will not have an adverse effect on the Mexican economy or oil and gas industry and, in turn, our business, results of operations and financial condition, including our ability to repay our debt.

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Economic conditions in Mexico are highly correlated with economic conditions in the United States due to the physical proximity and the high degree of economic activity between the two countries. As a result, political developments in the United States, including changes in the administration and governmental policies, can also have an impact on the exchange rate between the U.S. dollar and the Mexican peso, economic conditions in Mexico and the global capital markets.

Since 2003, exports of petrochemical products from Mexico to the United States have enjoyed a zero-tariff rate under the North American Free Trade Agreement (“NAFTA”) and, subject to limited exceptions, exports of crude oil and petroleum products have also been free or exempt from tariffs. On November 30, 2018, the Presidents of Mexico and the United States and the Prime Minister of Canada signed the United States-Mexico-Canada Agreement, or the “USMCA”. The USMCA came into force on July 1, 2020, replacing NAFTA. While the USMCA provides that exports of petrochemical products from Mexico to the United States will continue to enjoy a zero-tariff rate, any shift in the trade relationships between Mexico and the United States and Canada as a result of the implementation of the USMCA could require us to renegotiate our contracts or lose business, resulting in a material adverse impact on our business and results of operations. During 2021, our export sales to the United States amounted to Ps. 503,359 million, representing 33.7% of total sales and 69.1% of export sales for the year.

In addition, because the Mexican economy is heavily influenced by the U.S. economy, policies that may be adopted by the U.S. government that are unfavorable to Mexico may adversely affect economic conditions in Mexico and could, in turn, have an adverse effect on our financial condition, results of operations and ability to repay our debt.

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 controlled by the Mexican Government and our annual budget may be adjusted by the Mexican Government in certain respects. Pursuant to the Petróleos Mexicanos Law, Petróleos Mexicanos was transformed from a decentralized public entity to a productive state-owned company on October 7, 2014. The Petróleos Mexicanos Law establishes a special regime governing, among other things, our budget, debt levels, administrative liabilities, acquisitions, leases, services and public works. This special regime provides Petróleos Mexicanos with additional technical and managerial autonomy and, subject to certain restrictions, with additional autonomy with respect to our budget. Notwithstanding this increased autonomy, the Mexican Government still controls us and has the power to adjust our financial balance goal, which represents our targeted net cash flow for the fiscal year based on our projected revenues and expenses, and our annual wage and salary expenditures, subject to the approval of the Chamber of Deputies.

The adjustments to our annual budget mentioned above may compromise our ability to develop the reserves assigned to us by the Mexican Government and to successfully compete with other oil and gas companies that may enter the Mexican energy sector. See “Item 4—General Regulatory Framework” in the 2021 Form 20-F for more information about the Mexican Government’s authority with respect to our budget. In addition, the Mexican Government’s control over us could adversely affect our ability to make payments under any securities issued by Petróleos Mexicanos. Although we are wholly owned by the Mexican Government, our financing obligations do not constitute obligations of, and are not guaranteed by, the Mexican Government. See “Risk Factors—Risk Factors Related to our Relationship with the Mexican Government—Our financing obligations are not guaranteed by the Mexican Government” below.

The Mexican Government’s agreements with international creditors may affect our external debt obligations. In certain past debt restructurings of the Mexican Government, Petróleos Mexicanos’ external indebtedness was treated on the same terms as the debt of the Mexican Government and other public-sector entities, and it may be treated on similar terms in any future debt restructuring. 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.

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The Mexican Government has the power, if the Mexican Constitution and federal law were amended, to reorganize our corporate structure, including a transfer of all or a portion of our assets to an entity not controlled, directly or indirectly, by the Mexican Government. See “Risk Factors—Risk Factors Related to Mexico” above.

Our financing obligations are not guaranteed by the Mexican Government.

Although Petróleos Mexicanos is wholly owned by the Mexican Government, our financing obligations do not constitute obligations of, and are not guaranteed by, the Mexican Government. As a result, the Mexican Government would have no legal obligation to make principal or interest payments on our debt if we were unable to satisfy our financial obligations.

The Mexican Government may cease to support our debt service obligations.

The Mexican Government made equity contributions to us of Ps. 202.6 billion in 2021 to support our debt service obligations, and announced that it intends to make additional contributions to support our debt service obligations in 2022. As of June 30, 2022, the Mexican Government made contributions for this purpose of $45.4 million, all of which were made during the three-month period ended March 31, 2022. Given that the Mexican Government is not obligated, legally or contractually, to make such capital contributions to us or assist us in repaying our debt, it may cease to provide such support at any time. Any change in the Mexican Government’s support of our debt service obligations, including as a result of liquidity constraints, could have a material adverse effect on our financial condition and ability to repay our indebtedness, as well as on the market value of our debt securities.

We pay significant taxes and duties to the Mexican Government, and, if certain conditions are met, we may be required to pay a state dividend, which may limit our capacity to expand our investment program or negatively impact our financial condition generally.

We are required to make significant payments to the Mexican Government, including in the form of taxes and duties, which may limit our ability to make capital investments. During the first six-months of 2022, our total taxes and duties were Ps. 278.5 billion, or 24.0% of our net sales revenues in the form of taxes and duties, which constituted a substantial portion of the Mexican Government’s revenues. On April 21, 2020, the Mexican Government, through a presidential decree, granted us a reduction in our tax burden equal to Ps. 65.0 billion for 2020 via a tax credit applicable to the Derecho por la Utilidad Compartida (Profit-sharing Duty, or “DUC”). On February 19, 2021, the Mexican Government, through a presidential decree, granted us a reduction in our tax burden equal to Ps. 73.3 billion for 2021 via a tax credit applicable to the Profit-sharing Duty. As of December 31, 2021, the full amount of the tax credit was applied. As of January 1, 2022, 2021 and 2020, the applicable rate of this duty was 40%, 54% and 58%, respectively.

In addition, we are generally required, subject to the conditions set forth in the Petróleos Mexicanos Law, to pay a state dividend to the Mexican Government. We were not required to pay a state dividend from 2017 through 2021, and we will not be required to pay a state dividend in 2022. See “Item 8—Financial Information—Dividends” in the 2021 Form 20-F for more information. Although the Mexican Government has on occasion indicated a willingness to reduce its reliance on payments made by us and recent changes to the fiscal regime applicable to us are designed in part to reduce such reliance by the Mexican Government, we cannot provide assurances that we will not be required to continue to pay a large proportion of our sales revenue to the Mexican Government. See “Item 4—Information on the Company—Taxes, Duties and Other Payments to the Mexican Government—Fiscal Regime” in the 2021 Form 20-F. In addition, the Mexican Government may change the applicable rules in the future.

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The Mexican Government has entered into agreements with other nations to limit production.

Although Mexico is not a member of OPEC, from time to time it enters into agreements with OPEC and non-OPEC countries to reduce global crude oil supply. During 2021, the average crude oil production (including condensates and not including production from partners) reached 1,735.7 thousand barrels per day. Crude oil production for the year ended December 31, 2021 (including production from partners) averaged 1,756.0 thousand barrels per day. We do not control the Mexican Government’s international affairs and the Mexican Government could enter into further agreements with OPEC, OPEC+ or other countries to reduce our crude oil production or exports in the future. A reduction in our oil production or exports may have an adverse effect on our business, results of operations and financial condition. For more information, see “Item 4—Trade Regulation, Export Agreements and Production Agreements” in the 2021 Form 20-F.

The Mexican nation, not us, owns the hydrocarbon reserves located in Mexico and our right to continue to extract these reserves is subject to the approval of the Secretaría de Energía (Ministry of Energy or “SENER”).

The Mexican Constitution provides that the Mexican nation, not us, owns all petroleum and other hydrocarbon reserves located in the subsoil in Mexico. Article 27 of the Mexican Constitution provides that the Mexican Government will carry out exploration and production activities through agreements with third parties and through assignments to and agreements with us. We and other oil and gas companies are allowed to explore and extract the petroleum and other hydrocarbon reserves located in Mexico, subject to assignment of rights by the SENER and entry into agreements pursuant to a competitive bidding process.

Access to crude oil and natural gas reserves is essential to an oil and gas company’s sustained production and generation of income, and our ability to generate income would be materially and adversely affected if the Mexican Government were to restrict or prevent us from exploring or extracting any of the crude oil and natural gas reserves that it has assigned to us or if we are unable to compete effectively with other oil and gas companies in future bidding rounds for additional exploration and production rights in Mexico. For more information, see “Risk Factors—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, the proved hydrocarbon reserves assigned to us by the Mexican Government. Reductions in our income, adjustments to our capital expenditures budget and our inability to obtain financing may limit our ability to make capital investments” below.

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 this prospectus 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. Downward revisions in our reserve estimates could lead to lower future production, which could have an adverse effect on our results of operations and financial condition. See “Risk Factors—Risk Factors Related to Our Operations—Prices of crude oil, natural gas and petroleum products are volatile, and low crude oil and natural gas prices adversely affect our income, cash flows and the value of the hydrocarbon reserves that we have the right to extract and sell” above. We revise annually our estimates of hydrocarbon reserves that we are entitled to extract and sell, which may result in material revisions to these estimates. Our ability to maintain our long-term growth objectives for oil production depends on our ability to successfully develop our reserves, and failure to do so could prevent us from achieving our long-term goals for growth in production.

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The Comisión Nacional de Hidrocarburos (National Hydrocarbon Commission, or “CNH”) has the authority to review and approve our estimated hydrocarbon reserves estimates and may require us to make adjustments to these estimates. A request to adjust these reserves estimates could result in our inability to prepare our consolidated financial statements in a timely manner. This could adversely impact our ability to access financial markets, obtain contracts, assignments, permits and other government authorizations necessary to participate in the crude oil and natural gas industry, which, in turn, could have an adverse effect on our business, results of operations and financial condition.

We must make significant capital expenditures to maintain our current production levels, and to maintain, as well as increase, the proved hydrocarbon reserves assigned to us by the Mexican Government. Reductions in our income, adjustments to our capital expenditures budget and our inability to obtain financing may limit our ability to make capital investments.

Because our ability to maintain, as well as increase, our oil production levels is highly dependent upon our ability to successfully develop existing hydrocarbon reserves and, in the long term, upon our ability to obtain the right to develop additional reserves, we continually invest capital to enhance our hydrocarbon recovery ratio and improve the reliability and productivity of our infrastructure. The development of the reserves that were assigned to us by the Mexican Government will demand significant capital investments and will pose significant operational challenges. Our right to develop the reserves assigned to us is conditioned on our ability to develop such reserves in accordance with our development plans, which were based on our technical, financial and operational capabilities at the time. We cannot provide assurances that we will have or will be able to obtain, in the time frame that we expect, sufficient resources or the technical capacity necessary to explore and extract the reserves that the Mexican Government assigned to us, or that it may grant to us in the future. In the past, we have reduced our capital expenditures in response to declining oil prices, and unless we are able to increase our capital expenditures, we may not be able to develop the reserves assigned to us in accordance with our development plans. We would lose the right to continue to extract these reserves if we fail to develop them in accordance with our development plans, which could adversely affect our operating results and financial condition.

In addition, increased competition in the oil and gas sector in Mexico may increase the costs of obtaining additional acreage in potential future bidding rounds for the rights to new reserves. Our ability to make capital expenditures is limited by the substantial taxes and duties that we pay to the Mexican Government, the ability of the Mexican Government to adjust certain aspects of our annual budget, cyclical decreases in our revenues primarily related to lower oil prices and any constraints on our liquidity. Although the Mexican Government has reduced our effective tax rate and recently authorized a further reduction of such rate by 2022, these measures may be insufficient to allow us to make the capital expenditures.

The availability of financing may limit our ability to make capital investments that are necessary to maintain current production levels and decrease the proved hydrocarbon reserves that we are entitled to extract. For more information on the liquidity constraints we are exposed to, see “Risk Factors—Risk Factors Related to Our Operations—We have a substantial amount of indebtedness and other liabilities and are exposed to liquidity constraints, which could make it difficult for us to obtain financing on favorable terms and could adversely affect our financial condition, results of operations and ability to repay our debt and, ultimately, our ability to operate as a going concern without additional support from the Mexican Government” above.

In addition, we have entered into strategic alliances, joint ventures and other joint arrangements with third parties in order to develop our reserves. If our partners were to significantly default on their obligations to us, we may be unable to maintain production levels or extract from our reserves. Moreover, we cannot assure you that these strategic alliances, joint ventures and other joint arrangements will be successful or reduce our capital commitments. For more information, see “Risk Factors—Risk Factors Related to Our Operations—We participate in strategic alliances, joint ventures and other joint arrangements, which may not perform as expected, could harm our reputation and could have an adverse effect on our business, results of operations and financial condition” above and “Item 4—Information on the Company—History and Development—Capital Expenditures” in the 2021 Form 20-F.

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The Mexican Government has historically 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, 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 our product purchases to our customers in the domestic market when the peso depreciates in relation to the U.S. dollar. A depreciation of the peso increases our cost of imported oil and gas products, without a corresponding increase in our revenues unless we are able to increase the price at which we sell products in Mexico.

In accordance with the Ley de Ingresos de la Federación para el Ejercicio Fiscal de 2017 (2017 Federal Revenue Law), during 2017, the Mexican Government gradually removed price controls on gasoline and diesel as part of the liberalization of fuel prices in Mexico. As of the date of this prospectus, sales prices of gasoline and diesel have been fully liberalized and are determined by the free market. For more information, see “Item 4—Information on the Company—Business Overview—Industrial Transformation” in the 2021 Form 20-F. However, 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 results of operations. For more information, see “Item 4—Information on the Company—Business Overview—Refining—Pricing Regulations” in the 2021 Form 20-F.

We may claim some immunities under the Foreign Sovereign Immunities Act and Mexican law, and your ability to sue or recover may be limited.

We are public-sector entities of the Mexican Government. Accordingly, you may not be able to obtain a judgment in a U.S. court against us unless the U.S. court determines that we are not entitled to sovereign immunity with respect to that action. Under certain circumstances, Mexican law may limit your ability to enforce judgments against us in the courts of Mexico. We also do not know whether Mexican courts would enforce judgments of U.S. courts based on the civil liability provisions of the U.S. federal securities laws. Therefore, even if you were able to obtain a U.S. judgment against us, you might not be able to obtain a judgment in Mexico that is based on such U.S. judgment. Moreover, you may not be able to enforce a judgment against our property in the United States except under the limited circumstances specified in the Foreign Sovereign Immunities Act of 1976 (as amended, the “Immunities Act”). Finally, if you were to bring an action in Mexico seeking to enforce our obligations under any securities issued by Petróleos Mexicanos, satisfaction of those obligations may be made in pesos, pursuant to the laws of Mexico.

Our directors and officers, as well as some of the experts named in this prospectus, 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, investors may not be able to effect service of process on our directors or officers or those experts within the United States.

Risks Related to Non-Participation in the Exchange Offer

If holders of Old Securities do not participate in the exchange offer, the Old Securities will continue to be subject to transfer restrictions.

Holders of Old Securities that are not registered under the Securities Act who do not exchange their unregistered Old Securities for New Securities will continue to be subject to the restrictions on transfer that are listed on the legends of those Old Securities. These restrictions will make the Old Securities less liquid. To the extent that Old Securities are tendered and accepted in the exchange offer, the trading market, if any, for the Old Securities would be reduced.

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Risks Related to the New Securities

The market for the New Securities or the Old Securities may not be liquid, and market conditions could affect the price at which the New Securities or the Old Securities trade.

The Issuer will apply, through its Luxembourg Listing Agent, to have the New Securities admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange. All of the Old Securities are currently admitted to trading on the Euro MTF. In the event that the New Securities are admitted to trading on the Euro MTF, we will use our best efforts to maintain such listing; provided that if legislation is adopted in Luxembourg in a manner that would require us to publish our financial statements according to accounting principles or standards that are materially different from those we apply in our financial reporting under the securities laws of Mexico and the United States or that would otherwise impose requirements on us or the Guarantors that we determine in good faith are unduly burdensome, the Issuer may de-list the New Securities and/or the Old Securities. The Issuer will use its reasonable best efforts to obtain an alternative admission to listing, trading or quotation for such securities by another listing authority, exchange or system within or outside the European Union, as the Issuer may reasonably decide, although there can be no assurance that such alternative listing will be obtained.

In addition, the Issuer cannot assure that a market for either the New Securities or the Old Securities will be liquid or will continue to exist. Prevailing interest rates and general market conditions could affect the price of the New Securities or the Old Securities. This could cause the New Securities or the Old Securities to trade at prices that may be lower than their principal amount or their initial offering price.

The New Securities will contain provisions that permit the Issuer to amend the payment terms of the New Securities without the consent of all holders.

The New Securities will 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 a series of the New Securities may be amended, including the maturity date, interest rate and other payment terms, without the consent of all of the holders. See “Description of the New Securities—Modification and Waiver” below.

The rating of the New Securities may be lowered or withdrawn depending on various factors, including the rating agencies’ assessments of our financial strength and Mexican sovereign risk.

The rating of the New Securities addresses the likelihood of payment of principal at their maturity. The rating also addresses the timely payment of interest on each payment date. The rating of the New Securities is not a recommendation to purchase, hold or sell the New Securities, and the rating does not comment on market price or suitability for a particular investor.

Any downgrade in or withdrawal of our corporate or debt ratings may adversely affect the rating and price of the New Securities. We cannot assure you that the rating of the New Securities or our corporate rating will continue for any given period of time or that the rating will not be further lowered or withdrawn. This downgrade is not, and any further downgrade in or withdrawal of the ratings will not be, an event of default under the Indenture. An assigned rating may be raised or lowered depending, among other things, on the respective rating agency’s assessment of our financial strength, as well as its assessment of Mexican sovereign risk generally. Any further downgrade in or withdrawal of the rating of the New Securities or our corporate rating may adversely affect the price of the New Securities.

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FORWARD-LOOKING STATEMENTS

This prospectus contains words, such as “believe,” “expect,” “anticipate” and similar expressions that identify forward-looking statements, which reflect our views about future events and financial performance. We have made forward-looking statements that address, among other things, our:

• exploration and production activities, including drilling;

• activities relating to import, export, refining, transportation, storage and distribution of petrochemicals, petroleum, natural gas and oil products;

• activities relating to our lines of business;

• projected and targeted capital expenditures and other costs;

• trends in international and Mexican crude oil and natural gas prices;

• liquidity and sources of funding, including our ability to continue operating as a going concern;

• farm-outs, joint ventures and strategic alliances with other companies; and

• the monetization of certain of our assets.

Actual results could differ materially from those projected in such forward-looking statements as a result of various factors that may be beyond our control. These factors include, but are not limited to:

• general economic and business conditions, including changes in international and Mexican crude oil and natural gas prices, refining margins and prevailing exchange rates;

• credit ratings and limitations on our access to sources of financing on competitive terms;

• our ability to find, acquire or gain access to additional reserves and to develop, either on our own or with our strategic partners, the reserves that we obtain successfully;

• the level of financial and other support we receive from the Mexican Government;

• global or national health concerns, including the outbreak of pandemic or contagious disease, such as the ongoing COVID-19 pandemic;

• the outbreak of military hostilities, including escalating tensions between Russia and Ukraine and the potential destabilizing effects of such conflict;

• effects on us from competition, including on our ability to hire and retain skilled personnel;

• uncertainties inherent in making estimates of oil and gas reserves, including recently discovered oil and gas reserves;

• technical difficulties;

• significant developments in the global economy;

• significant economic or political developments in Mexico and the United States;

• developments affecting the energy sector;

• changes in, or failure to comply with, our legal regime or regulatory environment, including with respect to tax, environmental regulations, fraudulent activity, corruption and bribery;

• receipt of governmental approvals, permits and licenses;

• natural disasters, accidents, blockades and acts of sabotage or terrorism;

• the cost and availability of adequate insurance coverage;

• the effectiveness of our risk management policies and procedures; and

• rising market interest rates.

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Accordingly, you should not place undue reliance on these forward-looking statements. In any event, these statements speak only as of their dates, and we undertake 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” above.

USE OF PROCEEDS

We will not receive any proceeds from the issuance of the New Securities under the exchange offer. In consideration for issuing the New Securities as contemplated in this prospectus, we will receive in exchange an equal principal amount of Old Securities, which will be cancelled. Accordingly, the exchange offer will not result in any increase in our indebtedness or the Guarantors’ indebtedness. We did not receive any proceeds from issuing the Old Securities, which went to the Selling Securityholders.

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CAPITALIZATION OF PEMEX

The following table sets forth the capitalization of PEMEX as of June 30, 2022.

	As of June 30, 2022 (1) (millions of pesos or U.S. dollars)
Long-term leases, net of current portion(2)		Ps.      47,655		U.S. $	2,385
Long-term external debt, net of current portion		1,511,084			75,612
Long-term domestic debt, net of current portion		227,810			11,399
Total long-term debt(3)		1,738,894			87,011
Total long-term leases and long-term debt		1,786,549			89,396
Certificates of Contribution “A”(4)		931,723			46,622
Mexican Government contributions		66,731			3,339
Legal reserve		1,002			50
Accumulated other comprehensive result .		105,004			5,254
Accumulated deficit from prior years		(3,018,008	)		(151,016	)
Net income(5)		254,140			12,717
Total controlling interest		(1669,536	)		(83,541	)
Total non-controlling interest		(141	)		(7	)
Total equity (deficit)		(1,669,677	)		(83,548	)
Total capitalization(6)		116,872			5,848

Note: Numbers may not add up precisely to the totals provided due to rounding.

(1) Derived from June 2022 unaudited condensed consolidated interim financial statements. Convenience translations into U.S. dollars of amounts in pesos have been made at the established exchange rate of Ps. 19.9847 = U.S. $1.00 as of June 30, 2022. 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.

(2) Total long-term leases do not include short-term leases of Ps. 6,899 million (U.S. $345 million) as of June 30, 2022.

(3) Total long-term debt does not include short-term debt of Ps. 421,304 million (U.S. $21,081 million) as of June 30, 2022.

(4) Equity instruments held by the Mexican Government.

(5) Excluding amounts attributable to non-controlling interests of Ps. (268) million (U.S. $13 million) for the six-month period ended June 30, 2022.

(6) Refers to Total long-term leases, net of current portion and long-term debt, net of current portion plus Total equity (deficit).

Source: June 2022 interim financial statements.

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GUARANTORS

The Guarantors—Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística, and their respective successors and assignees—are productive state-owned companies of the Mexican Government. On March 27, 2015, the Board of Directors of Petróleos Mexicanos approved the acuerdos de creación (creation resolutions) of each Guarantor. The Guarantors were later formed upon the effectiveness of their respective creation resolutions, as follows: (1) Pemex Exploración y Producción was created on June 1, 2015; (2) Pemex Logística was created on October 1, 2015; and (3) Pemex Transformación Industrial was created on November 1, 2015. For more information about the Guarantors, including their creation, see “Item 4—Information on the Company—History and Development—Corporate Structure” in the 2021 Form 20-F. 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 Verónica Anzures, Alcaldía Miguel Hidalgo, 11300, Ciudad de México, México. Our telephone number, which is also the telephone number for the Guarantors, is (52-55) 9126-2940.

As of the date of this prospectus, the activities of the Issuer and the Guarantors are regulated primarily by:

• the Petróleos Mexicanos Law, which took effect, with the exception of certain provisions, on October 7, 2014, and repeals the Petróleos Mexicanos Law that became effective as of November 29, 2008; and

• the Hydrocarbons Law, which took effect on August 12, 2014 and repeals the Ley Reglamentaria del Artículo 27 Constitucional en el Ramo del Petróleo (Regulatory Law to Article 27 of the Mexican Constitution Concerning Petroleum Affairs).

The operating activities of the Issuer are allocated among the Guarantors, each of which has the characteristics of a subsidiary of the Issuer. The principal business lines of the Guarantors are as follows:

• Pemex Exploración y Producción explores for and exploits crude oil and natural gas and transports, stores and markets these hydrocarbons, performs well drilling, termination and repair and related well services;

• Pemex Transformación Industrial refines, processes, imports, exports, markets, and sells hydrocarbons, oil, natural gas and petrochemicals. Pemex Transformación Industrial also commercializes, distributes and trades methane, ethane and propylene, directly or through others and also produces, distributes and trades ammonia and its derivatives and fertilizers; and

• Pemex Logística provides oil, petroleum products and petrochemicals transportation and storage and other related services to us and to others through pipelines, and maritime and land channels, as well as the sale of storage and management services.

For further information about the legal framework governing the Guarantors, see “Item 4—Information on the Company—History and Development” in the 2021 Form 20-F. Copies of the Petróleos Mexicanos Law that took effect on October 7, 2014 will be available at the specified offices of Deutsche Bank Trust Company Americas and the paying agent and transfer agent in Luxembourg.

For information relating to the financial statements of the Guarantors, see Note 30 to the 2021 financial statements. As of the date of this prospectus, none of the Guarantors publish their own financial statements.

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THE EXCHANGE OFFER

This is a summary of the exchange offer and the material provisions of the Exchange and Registration Rights Agreement that we entered into on June 2, 2022 with the Original Holders of U.S. $1,984,688,669 of the Old Securities. This section may not contain all the information that you should consider regarding the exchange offer and the Exchange and Registration Rights Agreement before participating in the exchange offer. For more detail, you should refer to the Exchange and Registration Rights Agreement, which we have filed with the SEC as an exhibit to the registration statement. You can obtain a copy of the document by following the instructions under the heading “Available Information”.

Background and Purpose of the Exchange Offer

We issued U.S. $1,984,688,669 of Old Securities to a group of supporting creditors pursuant to certain obligation recognition and repayment agreements dated May 31, 2022. Pursuant to the Remarketing Agreements, certain Selling Securityholders remarketed their Old Securities to Qualified Institutional Buyers in compliance with Rule 144A and to other purchasers outside the United States in accordance with Regulation S.

As long as we determine that applicable law permits us to make the exchange offer, the Exchange and Registration Rights Agreement requires that we use our best efforts to:

Action		Date required
1.	File a registration statement for a registered exchange offer relating to New Securities with terms substantially similar to the Old Securities;	September 30, 2022
2.	Cause the registration statement to be declared effective by the SEC and promptly begin the exchange offer after the registration statement is declared effective; and	March 1, 2023
3.	Issue the New Securities in exchange for all Old Securities validly tendered in the exchange offer.	April 5, 2023

The exchange offer described in this prospectus will satisfy our obligations under the Exchange and Registration Rights Agreement relating to the Old Securities.

General Terms of the Exchange Offer

We are offering, upon the terms and subject to the conditions set forth in this prospectus, to exchange the Old Securities for New Securities.

As of the date of this prospectus, the following amounts of Old Securities are outstanding:

• U.S. $1,984,688,669 aggregate amount of 8.750% Notes due 2029.

Upon the terms and subject to the conditions set forth in this prospectus, we will accept for exchange all Old Securities that are validly tendered and not withdrawn before 5:00 p.m., New York City time, on the Expiration Date. We will issue New Securities in exchange for an equal principal amount of outstanding Old Securities accepted in the exchange offer. Holders may tender their Old Securities only in a principal amount of U.S. $10,000 and integral multiples of U.S. $1.00 in excess thereof. Subject to these requirements, you may tender less than the aggregate principal amount of Old Securities you hold, as long as you appropriately indicate this fact in your acceptance of the exchange offer.

We are distributing this prospectus to all holders of record of the Old Securities as of                 , 20            . However, we have chosen this date solely for administrative purposes, and there is no fixed record date for determining which holders of Old Securities are entitled to participate in the exchange offer. Only holders of Old Securities, their legal representatives or their attorneys-in-fact may participate in the exchange offer.

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The exchange offer is not conditioned upon any minimum principal amount of Old Securities being tendered for exchange. However, our obligation to accept Old Securities for exchange is subject to certain conditions as set forth below under “The Exchange Offer—Conditions to the Exchange Offer”.

Any holder of Old Securities that is an “affiliate” of Petróleos Mexicanos or an “affiliate” of any of the Guarantors may not participate in the exchange offer. We use the term “affiliate” as defined in Rule 405 of the Securities Act. We believe that, as of the date of this prospectus, no such holder is an “affiliate” as defined in Rule 405.

We will have formally accepted validly tendered Old Securities when we give written notice of our acceptance to the Exchange Agent. The Exchange Agent will act as our agent for the purpose of receiving Old Securities from holders and delivering New Securities to them in exchange.

The New Securities issued pursuant to the exchange offer will be delivered as promptly as practicable following the Expiration Date. If we do not extend the Expiration Date, then we would expect to deliver the New Securities on or about             , 20            .

Resale of New Securities

Based on interpretations by the staff of the SEC set forth in no-action letters issued to other issuers, we believe that you may offer for resale, resell or otherwise transfer the New Securities issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act. However, this right to freely offer, resell and transfer exists only if:

• you are not a broker-dealer who purchased the Old Securities directly from us for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act;

• you are not an “affiliate” of ours or any of the Guarantors, as that term is defined in Rule 405 of the Securities Act; and

• you are acquiring the New Securities in the ordinary course of your business, you are not participating in, and do not intend to participate in, a distribution of the New Securities and you have no arrangement or understanding with any person to participate in a distribution of the New Securities.

If you acquire New Securities in the exchange offer for the purpose of distributing or participating in a distribution of the New Securities or you have any arrangement or understanding with respect to the distribution of the New Securities, you may not rely on the position of the staff of the SEC enunciated in the no-action letters to Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available April 13, 1988), or interpreted in the SEC interpretative letter to Shearman & Sterling LLP (available July 2, 1993), or similar no-action or interpretative letters, and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

Each broker-dealer participating in the exchange offer must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Securities received in exchange for Old Securities that were acquired as a result of market-making activities or other trading activities. By acknowledging this obligation and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of New Securities received in exchange for Old Securities where the broker-dealer acquired the Old Securities as a result of market-making activities or other trading activities. We have agreed to make this prospectus available to any broker-dealer for up to 180 days after the registration statement is declared effective (subject to extension under certain circumstances) for use in connection with any such resale. See “Plan of Distribution.”

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Expiration Date; Extensions; Amendments

The exchange offer will expire on                 , 20            , at 5:00 p.m., New York City time, unless we extend the exchange offer. If we extend it, the exchange offer will expire on the latest date and time to which it was extended.

If we elect to extend the Expiration Date, we will notify the Exchange Agent of the extension by written notice and will make a public announcement regarding the extension prior to 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date.

We reserve the right, in our sole discretion, to:

• delay accepting any Old Securities tendered,

• extend the exchange offer, and

• amend the terms of the exchange offer in any manner.

If we amend the terms of the exchange offer, we will promptly disclose the amendments in a new prospectus that we will distribute to the registered holders of the Old Securities. The term “registered holder” as used in this prospectus with respect to the Old Securities means any person in whose name the Old Securities are registered on the books of the Trustee.

If the exchange offer is extended, we will notify the Luxembourg Stock Exchange of the new Expiration Date.

Holders’ Deemed Representations, Warranties and Undertakings

By tendering your Old Securities pursuant to the terms of the exchange offer, you are deemed to make certain acknowledgments, representations, warranties and undertakings to the Issuer and the Exchange Agent, including that, as of the time of your tender and on the settlement date:

1. any New Securities you receive in exchange for Old Securities tendered by you in the exchange offer will be acquired in the ordinary course of business by you;

2. you own, or have confirmed that the party on whose behalf you are acting owns, the Old Securities being offered, and have the full power and authority to offer for exchange the Old Securities offered by you, and that if the same are accepted for exchange by the Issuer pursuant to the exchange offer, the Issuer will acquire good and marketable title thereto on the settlement date, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind;

3. if you or any such other holder of Old Securities is not a broker-dealer, neither you nor such other person is engaged in, or intends to engage in, a distribution of the New Securities;

4. neither you nor any person who will receive the New Securities has any arrangement or understanding with any person to participate in a distribution of the New Securities;

5. you are not an “affiliate” of the Issuer or any of the Guarantors, as that term is defined in Rule 405 of the Securities Act;

6. if you or any such other holder of Old Securities is a broker-dealer, you will receive New Securities for your own account in exchange for Old Securities that were acquired by you as a result of market-making activities or other trading activities and acknowledge that you will deliver a prospectus in connection with any resale of such New Securities. However, by so acknowledging and by delivering a prospectus, you or such other person will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act;

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7. the exchange offer is being made in reliance upon existing interpretations by the staff of the SEC set forth in interpretive letters issued to parties unrelated to the Issuer that the New Securities issued in exchange for the Old Securities pursuant to the exchange offer may be offered for sale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Issuer or any of the Guarantors within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Securities are acquired in the ordinary course of such holder’s business and such holder has no arrangement or understanding with any person to participate in the distribution of such New Securities;

8. you acknowledge that your exchange offer constitutes an irrevocable offer to exchange the Old Securities specified therein for New Securities, on the terms and subject to the conditions of the exchange offer (and subject to the Issuer’s right to terminate or amend the exchange offer and to your right to withdraw your acceptance prior to 5:00 p.m., New York City time, on the Expiration Date, in either case in the manner specified in this prospectus);

9. all questions as to the form of all documents and the validity (including time of receipt) and acceptance of tenders will be determined by the Issuer, in its sole discretion, which determination shall be final and binding;

10. you will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete such exchange;

11. (a) if your Old Securities are held through an account at DTC, you have (1) delivered your Old Securities by book-entry transfer to the account maintained by the Exchange Agent at the book-entry transfer facility maintained by DTC and (2) you have transmitted your acceptance of the exchange offer to DTC electronically through DTC’s ATOP system in accordance with DTC’s normal procedures; or (b) if your Old Securities are held through an account at Euroclear or Clearstream Banking, société anonyme (Clearstream, Luxembourg), you have delivered or caused to be delivered instructions to Euroclear or Clearstream, Luxembourg, as the case may be, in accordance with their normal procedures, to take the steps referred to in clause (a) above with respect to your Old Securities; and

12. you authorize the Exchange Agent, DTC, Euroclear and/or Clearstream, Luxembourg, as the case may be, to take those actions specified in this prospectus with respect to the Old Securities that are the subject of the exchange offer.

Procedures for Tendering Old Securities

Old Securities can only be tendered by a financial institution that is a participant in the book-entry transfer system of DTC. All of the Old Securities are issued in the form of global securities that trade in the book-entry systems of DTC, Euroclear and Clearstream, Luxembourg.

If you are a DTC participant and you wish to tender your Old Securities in the exchange offer, you must:

1. transmit your Old Securities by book-entry transfer to the account maintained by the Exchange Agent at the book-entry transfer facility system maintained by DTC before 5:00 p.m., New York City time, on the Expiration Date; and

2. acknowledge and agree to be bound by the terms set forth under “The Exchange Offer—Holders’ Deemed Representations, Warranties and Undertakings” through the electronic transmission of an agent’s message via DTC’s ATOP system.

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The term “agent’s message” means a computer-generated message that DTC’s book-entry transfer facility has transmitted to the Exchange Agent and that the Exchange Agent has received. The agent’s message forms part of a book-entry transfer confirmation, which states that DTC has received an express acknowledgment from you as the participating holder tendering Old Securities. We may enforce this agreement against you.

If you are not a direct participant in DTC and hold your Old Securities through a DTC participant or the facilities of Euroclear or Clearstream, Luxembourg, you or the custodian through which you hold your Old Securities must submit, in accordance with the procedures of DTC, Euroclear or Clearstream, Luxembourg computerized instructions to DTC, Euroclear or Clearstream, Luxembourg to transfer your Old Securities to the Exchange Agent’s account at DTC and make, on your behalf, the acknowledgments, representations, warranties and undertakings set forth under “The Exchange Offer—Holders’ Deemed Representations, Warranties and Undertakings” through the electronic submission of an agent’s message via DTC’s ATOP system.

You must be sure to take these steps sufficiently in advance of the Expiration Date to allow enough time for any DTC participant or custodian through which you hold your securities, Euroclear or Clearstream, Luxembourg, as applicable, to arrange for the timely electronic delivery of your Old Securities and submission of an agent’s message through DTC’s ATOP system.

Delivery of instructions to Euroclear or Clearstream, Luxembourg does not constitute delivery to the Exchange Agent through DTC’s ATOP system. You may not send any Old Securities or other documents to us.

If you are a beneficial owner whose Old Securities are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender Old Securities in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf.

Your tender of Old Securities and our acceptance of them as part of the exchange offer will constitute an agreement between you and Petróleos Mexicanos under which both of us accept the terms and conditions contained in this prospectus.

We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of Old Securities tendered for exchange, and our determinations will be final and binding. We reserve the absolute right to reject any and all Old Securities that are not properly tendered or any Old Securities which we cannot, in our opinion or that of our counsel, lawfully accept. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to particular Old Securities or particular holders of Old Securities either before or after the Expiration Date.

Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. Unless we waive them, any defects or irregularities in connection with tenders of Old Securities for exchange must be cured within a period of time that we will determine. While we will use reasonable efforts to notify holders of defects or irregularities with respect to tenders of Old Securities for exchange, we will not incur any liability for failure to give notification. We will not consider Old Securities to have been tendered until any defects or irregularities have been cured or waived.

Acceptance of Old Securities for Exchange; Delivery of New Securities

After all the conditions to the exchange offer have been satisfied or waived, we will accept any and all Old Securities that are properly tendered before 5:00 p.m., New York City time, on the Expiration Date. We will deliver the New Securities that we issue in the exchange offer promptly after expiration of the exchange offer. For purposes of the exchange offer, we will have formally accepted validly tendered Old Securities when we give written notice of acceptance to the Exchange Agent.

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We will issue New Securities in exchange for Old Securities only after the Exchange Agent’s timely receipt of:

• a confirmation of a book-entry transfer of the Old Securities into the Exchange Agent’s DTC account; and

• an agent’s message transmitted through DTC’s ATOP system in which the tendering holder acknowledges and agrees to be bound by the terms set forth under “The Exchange Offer —Holders’ Deemed Representations, Warranties and Undertakings”.

However, we reserve the absolute right to waive any defects or irregularities in any tenders of Old Securities for exchange. If we do not accept any tendered Old Securities for any reason, they will be returned, without expense to the tendering holder, as promptly as practicable after the expiration or termination of the exchange offer.

Withdrawal of Tenders

Unless we have already accepted the Old Securities under the exchange offer, you may withdraw your tendered Old Securities at any time before 5:00 p.m., New York City time, on the scheduled Expiration Date. We may extend the Expiration Date without extending withdrawal rights.

For a withdrawal to be effective, the Exchange Agent must receive a written notice through the electronic submission of an agent’s message through, and in accordance with, the withdrawal procedures applicable to DTC’s ATOP system, before we have accepted the Old Securities for exchange and before 5:00 p.m., New York City time, on the scheduled Expiration Date. Notices of withdrawal must:

1. specify the name of the person who deposited the Old Securities to be withdrawn;

2. identify the series of Old Securities to be withdrawn, including the principal amount of such Old Securities; and

3. be signed electronically by the holder in the same manner as the original signature by which the holder tendered the Old Securities.

We will determine in our sole discretion all questions relating to the validity, form, eligibility and time of receipt of withdrawal notices. We will consider Old Securities that are properly withdrawn as not validly tendered for exchange for purposes of the exchange offer. Any Old Securities that are tendered for exchange but are withdrawn will be returned to their holder, without cost, as soon as practicable after their valid withdrawal. You may retender any Old Securities that have been properly withdrawn at any time on or before the Expiration Date by following the procedures described under “The Exchange Offer —Procedures for Tendering Old Securities” above.

If you are not a direct participant in DTC, you must, in accordance with the rules of the DTC participant who holds your securities, arrange for a direct participant in DTC to submit your written notice of withdrawal to DTC electronically.

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Conditions to the Exchange Offer

Notwithstanding any other terms of the exchange offer or any extension of the exchange offer, there are some circumstances in which we are not required to accept Old Securities for exchange or issue New Securities in exchange for them. In these circumstances, we may terminate or amend the exchange offer as described above before accepting Old Securities. We may take these steps if:

• we determine that we are not permitted to effect the exchange offer because of any change in law or applicable interpretations by the SEC;

• a stop order is in effect or has been threatened with respect to the exchange offer or the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (which we refer to as the “Trust Indenture Act”); provided that we use our best efforts to prevent the stop order from being issued, or if it has been issued, to have it withdrawn as promptly as practicable; or

• we determine in our reasonable judgment that our ability to proceed with the exchange offer may be materially impaired because of changes in the SEC staff’s interpretations.

If we determine, in good faith, that any of the foregoing conditions are not satisfied, we have the right to:

• refuse to accept any Old Securities and return all tendered securities to the tendering holders;

• extend the exchange offer and retain all Old Securities that were tendered prior to the Expiration Date, unless the holders exercise their right to withdraw them (see “The Exchange Offer—Withdrawal of Tenders”); or

• waive the unsatisfied conditions of the exchange offer and accept all validly tendered Old Securities that have not been withdrawn. If a waiver of this type constitutes a material change to the exchange offer, we will promptly disclose the waiver in a supplement to this prospectus that will be distributed to the registered holders. We may also extend the exchange offer for a period of time, depending on the waiver’s significance and the manner in which it was disclosed to the registered holders, if the exchange offer would otherwise expire during that period.

Consequences of Failure to Exchange

You will not be able to exchange Old Securities for New Securities under the exchange offer if you do not tender your Old Securities by the Expiration Date. After the exchange offer expires, holders may not offer or sell their untendered Old Securities in the United States except in accordance with an applicable exemption from the registration requirements of the Securities Act. However, subject to some conditions, we have an obligation to file a shelf registration statement covering resales of untendered Old Securities, as discussed below under “The Exchange Offer—Shelf Registration Statement”.

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The Exchange Agent; Luxembourg Listing Agent

Deutsche Bank Trust Company Americas is the Exchange Agent. All tendered Old Securities and other related documents should be directed to the Exchange Agent, by book-entry transfer as detailed under “The Exchange Offer—Procedures for Tendering Old Securities”. You should address questions, requests for assistance and requests for additional copies of this prospectus and other related documents to the Exchange Agent as follows:

Deutsche Bank Trust Company Americas

By registered or certified mail, overnight delivery:

c/o DB Services Americas, Inc.

Attn: Reorg Department

5022 Gate Parkway, Suite 200

Jacksonville, Florida 32256

Phone: (877) 843-9767

By Facsimile Transmission (for eligible institutions only):

(615) 866-3889

For Confirmation by Telephone:

(877) 843-9767

By Email:

DB.Reorg@db.com

You may also obtain additional copies of this prospectus from our Luxembourg Listing Agent at the following address:

Banque Internationale à Luxembourg S.A.

69 route d’Esch

L—2953 Luxembourg

Grand Duchy of Luxembourg

Fees and Expenses

We will pay all expenses related to our performance of the exchange offer, including:

• all SEC registration and filing fees and expenses;

• all costs related to compliance with federal securities and state “blue sky” laws;

• all printing expenses;

• all fees and disbursements of our attorneys; and

• all fees and disbursements of our independent certified public accountants.

The Remarketing Agent and Initial Purchaser has agreed to reimburse us for some of these expenses.

We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. However, we will pay the Exchange Agent reasonable and customary fees agreed to in writing from time to time for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with the exchange offer.

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Transfer Taxes

We will pay all transfer taxes incurred by you as a holder tendering your Old Securities for exchange under the exchange offer. However, you will be responsible for paying any applicable transfer taxes on those transactions if:

• you instruct us to register the New Securities in someone else’s name; or

• you request that we return untendered or withdrawn Old Securities or Old Securities not accepted in the exchange offer to someone else.

Shelf Registration Statement

Under the Exchange and Registration Rights Agreement, we are obligated in some situations to file a shelf registration statement under the Securities Act covering holders’ resales of those Old Securities. We have agreed to use our best efforts to cause a shelf registration statement to become effective if:

1. we cannot file the exchange offer registration statement or issue the New Securities because the applicable exchange offer is no longer permitted by applicable law or applicable SEC policy;

2. for any other reason, we fail to complete the exchange offer within the time period set forth in the Exchange and Registration Rights Agreement; or

3. any holder of the Old Securities notifies us less than 20 days after the exchange offer is completed that:

• a change in applicable law or SEC policy prevents it from reselling the New Securities to the public without delivering a prospectus, and this prospectus is not appropriate or available for such resales;

• it is a Selling Securityholder and owns Old Securities acquired directly from us or an affiliate of ours; or

• the holders of a majority of Old Securities are not allowed to resell to the public the New Securities acquired in the exchange offer without restriction under the Securities Act or applicable “blue sky” or state securities laws.

If we are obligated to file a shelf registration statement, we will at our own expense use our best efforts to file it within 30 days after the filing obligation arises (but in no event before August 1 or after September 30 of any calendar year).

We will use our best efforts to have the SEC declare the shelf registration statement effective within 60 days after we are required to file the shelf registration statement, and to keep the shelf registration statement effective and to amend and supplement the prospectus contained in it to permit any holder of securities covered by it to deliver that prospectus for use in connection with any resale until the earlier of one year after the effective date of the registration statement (or a shorter period under certain circumstances) or such time as all of the securities covered by the shelf registration statement have been sold pursuant thereto or may be sold pursuant to Rule 144(d) under the Securities Act if held by a non-affiliate of the Issuer. Nonetheless, we will not be required to cause the shelf registration statement to be declared effective by the SEC or keep it effective, supplemented or amended during any period prior to August 1 or after September 30 of any calendar year.

In the event that a shelf registration statement is filed, we will provide each holder of Old Securities that cannot be transferred freely with copies of the prospectus that is part of the shelf registration statement, notify each holder when the shelf registration statement has become effective and take certain other actions that are required to permit unrestricted resales of the New Securities. A holder that sells Old Securities pursuant to the shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with its sales and will be bound by the provisions of the Exchange and Registration Rights Agreement that are applicable to that holder (including certain indemnification rights and obligations).

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In order to be eligible to sell its securities pursuant to the shelf registration statement, a holder must comply with our request for information about the holder which we may, as required by the SEC, include in the shelf registration statement within 15 days after receiving our request.

Additional Interest

Under the Exchange and Registration Rights Agreement, we must pay additional interest as liquidated damages to holders of Old Securities in the event of any of the following registration defaults:

1. we do not file the exchange offer registration statement or shelf registration statement in lieu thereof, on or before September 30, 2022;

2. the exchange offer registration statement or shelf registration statement in lieu thereof is not declared effective by the SEC on or before March 1, 2023;

3. we fail to consummate the exchange offer for the Old Securities by April 5, 2023;

4. a shelf registration statement required to be filed pursuant to the Exchange and Registration Rights Agreement is not filed on or before the date specified for its filing;

5. a shelf registration statement otherwise required to be filed is not declared effective on or before the date specified in the Exchange and Registration Rights Agreement; or

6. the shelf registration statement is declared effective but subsequently, subject to certain limited exceptions, ceases to be effective at any time that we and the Guarantors are obligated to maintain its effectiveness.

After a registration default occurs, we will increase the interest rate on the Old Securities, as applicable, by 0.25% per year over the rate stated on the face of the Old Securities for each 90-day period during which the registration default continues, up to a maximum increase of 1.00% per year over the original rate; provided that such additional interest will cease to accrue on the later of (1) the date on which the Old Securities of the series become freely transferable pursuant to Rule 144 under the Securities Act and (2) the date on which the Barclays Capital Inc. U.S. Aggregate Bond Index is modified to permit the inclusion of freely transferable securities that have not been registered under the Securities Act. We call this increase in the interest rate “additional interest”. Our obligation to pay additional interest will cease once we have cured the registration defaults and the interest rate on the Old Securities will revert to the original rate.

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DESCRIPTION OF THE NEW SECURITIES

General

This is a summary of the material terms of the New Securities and the Indenture dated January 27, 2009 between Petróleos Mexicanos and the Trustee, as amended and supplemented. Because this is a summary, it does not contain the complete terms of the New Securities and the Indenture, and may not contain all the information that you should consider before investing in the New Securities. A copy of the Indenture has been incorporated by reference into the registration statement, which includes this prospectus. We urge you to closely examine and review the Indenture itself. See “Available Information” for information on how to obtain a copy. You may also inspect a copy of the Indenture at the designated corporate trust office of the Trustee, which is currently located at:

Deutsche Bank Trust Company Americas

1 Columbus Circle, 17^th Floor

New York, NY 10019

United States of America

Attn: Corporates Team, Petróleos Mexicanos

Facsimile: (732) 578-4635

and at the office of the Luxembourg paying and transfer agent, which is located at:

Deutsche Bank Luxembourg S.A.

2 Boulevard Konrad Adenauer

L-2115 Luxembourg

Ref: Coupon Paying Dept.

Fax: (352) 473136

Prior to June 24, 2014, the Issuer had entered into three supplements to the Indenture—the first dated as of June 2, 2009, the second dated as of October 13, 2009 and the third dated as of April 10, 2012—relating to the appointment of agents, the terms of which are not material to the holders of the securities.

On June 24, 2014, after obtaining the written consent of holders of a majority in aggregate principal amount then outstanding of securities issued pursuant to the Indenture, the Issuer entered into a fourth supplement to the Indenture that amended an event of default provision relating to its characterization as a legal entity under Mexican law and to its exclusive authority to participate on behalf of the Mexican Government in the oil and gas sector in Mexico. On October 15, 2014, the Issuer entered into a fifth supplement to the Indenture that amended this event of default for all securities issued pursuant to the Indenture on or after the date of the fifth supplemental indenture. On December 8, 2015, the Issuer entered into a sixth supplement to the Indenture relating to the appointment of additional agents, the terms of which are not material to the holders of the securities. On June 14, 2016, the Issuer entered into a seventh supplement to the Indenture relating to the appointment of additional agents, the terms of which are not material to the holders of the securities. On February 16, 2018, the Issuer entered into an eighth supplement to the Indenture to shorten the minimum notice period for the optional redemption of other series of securities, the terms of which are not material to the holders of the securities. On June 4, 2018, the Issuer entered into a ninth supplement to the Indenture relating to the appointment of additional agents, the terms of which are not material to the holders of the securities. See “Description of New Securities—Events of Default; Waiver and Notice—11. Control, dissolution, etc.” below for a description of the amended event of default.

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We will issue the New Securities under the Indenture. The form and terms of the New Securities will be identical in all material respects to the form and terms of the Old Securities, except that:

• we will register the New Securities under the Securities Act and therefore they will not bear legends restricting their transfer;

• holders of the New Securities will not receive some of the benefits of the Exchange and Registration Rights Agreement; and

• we will not issue the New Securities under our medium-term note program.

We will issue the New Securities only in fully registered form, without coupons and in denominations of U.S. $10,000 and integral multiples of U.S. $1.00 in excess thereof.

The New Securities will mature on June 2, 2029.

The New Securities will accrue interest at 8.750% per year, accruing from June 2, 2022. We will pay interest on the New Securities on June 2 and December 2 of each year, commencing on December 2, 2022.

We will compute the amount of each interest payment on the basis of a 360-day year consisting of twelve 30-day months.

Principal on the New Securities will be payable in two installments on June 2, 2028 and June 2, 2029 (each an “Amortization Date”). Principal payments shall be calculated as follows: the aggregate amount of each principal payment on the New Securities shall equal the principal amount outstanding as of any Amortization Date, divided by the number of remaining principal installments from and including such Amortization Date to and including the maturity of the New Securities (each an “Amortization Amount”). To the extent necessary, principal payments may be rounded down to the nearest whole number, with any difference being paid at the maturity.

Principal and Interest Payments

We will make payments of principal of and interest on the New Securities represented by a global security by wire transfer of U.S. dollars to DTC or to its nominee as the registered owner of the New Securities, which will receive the funds for distribution to the holders. We expect that the holders will be paid in accordance with the procedures of DTC and its participants. Neither we nor the Trustee or any paying agent shall have any responsibility or liability for any of the records of, or payments made by, DTC or its nominee.

If the New Securities are represented by definitive securities, we will make interest and principal payments to you, as a holder, by wire transfer if:

• you own at least U.S. $10,000,000 aggregate principal amount of New Securities; and

• not less than 15 days before the payment date, you notify the Trustee of your election to receive payment by wire transfer and provide it with your bank account information and wire transfer instructions;

or if:

• we are making the payments at maturity; and

• you surrender the New Securities at the designated corporate trust office of the Trustee or at the offices of the other paying agents that we appoint pursuant to the Indenture.

If we do not pay interest by wire transfer for any reason, we will, subject to applicable laws and regulations, mail a check to you on or before the due date for the payment at your address as it appears on the register maintained by the Trustee on the applicable record date.

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We will pay interest payable on the New Securities, other than at maturity, to the registered holders at the close of business on the 15th day (whether or not a business day) (a regular record date) before the due date for the payment. Should we not make punctual interest payments, such payments will no longer be payable to the holders of the New Securities on the regular record date. Under such circumstances, we may either:

• pay interest to the persons in whose name the New Securities are registered at the close of business on a special record date for the payment of defaulted interest. The Trustee will fix the special record date and will provide notice of that date to the holders of the New Securities not less than ten days before the special record date; or

• pay interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the New Securities are then listed.

Interest payable at maturity will be payable to the person to whom principal of the New Securities is payable.

If any money that the Issuer or a Guarantor pays to the Trustee for principal or interest is not claimed at the end of two years after the payment was due and payable, the Trustee will repay that amount to the Issuer upon its written request. After that repayment, the Trustee will not have any further liability with respect to the payment. However, the Issuer’s obligation to pay the principal of and interest on the New Securities, and the obligations of the Guarantors on their respective guaranties with respect to that payment, will not be affected by that repayment. Unless otherwise provided by applicable law, your right to receive payment of principal of any New Security (whether at maturity or otherwise) or interest will become void at the end of five years after the due date for that payment.

If the due date for the payment of principal, interest or additional amounts with respect to any New Security falls on a Saturday or Sunday or another day on which the banks in New York are authorized to be closed, then holders will have to wait until the next business day to receive payment. You will not be entitled to any extra interest or payment as a result of that delay.

Paying and Transfer Agents

We will pay principal of the New Securities, and holders of the New Securities may present them for registration of transfer or exchange, at:

• the designated corporate trust office of the Trustee;

• the office of the Luxembourg paying and transfer agent; or

• the office of any other paying agent or transfer agent that we appoint.

With certain limitations that are detailed in the Indenture, we may, at any time, change or end the appointment of any paying agent or transfer agent with or without cause. We may also appoint another, or additional, paying agent or transfer agent, as well as approve any change in the specified offices through which those agents act. In any event, however:

• at all times we must maintain a paying agent, transfer agent and registrar in New York, New York; and

• if and for as long as the New Securities are traded on the Euro MTF market of the Luxembourg Stock Exchange, and if the rules of that stock exchange require, we must have a paying agent and a transfer agent in Luxembourg.

We have initially appointed the Trustee at its designated corporate trust office as principal paying agent, transfer agent, authenticating agent and registrar for all of the New Securities. The Trustee will keep a register in which we will provide for the registration of transfers of the New Securities.

We will give you notice of any of these terminations or appointments or changes in the offices of the agents in accordance with “Description of the New Securities—Notices” below.

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Guaranties

Guaranties. On July 29, 1996, Pemex-Exploración y Producción (Pemex-Exploration and Production), Pemex-Refinación (Pemex-Refining) and Pemex-Gas y Petroquímica Básica (Pemex-Gas and Basic Petrochemicals), each a decentralized public entity of the Mexican Government, entered into a guaranty agreement with the Issuer (the “Guaranty Agreement”) pursuant to which these subsidiary entities became jointly and severally liable with the Issuer for payment obligations incurred by the Issuer under any international financing agreement entered into by the Issuer that the Issuer designates as being entitled to the benefit of the Guaranty Agreement in a certificate of designation. As of November 1, 2015, pursuant to (1) the Petróleos Mexicanos Law, (2) the resolution adopted by the Board of Directors of Petróleos Mexicanos at the meeting held on November 18, 2014 and (3) the creation resolutions corresponding to each of Pemex Exploración y Producción, Pemex Transformación Industrial, Pemex Perforación y Servicios (Pemex Drilling and Services), Pemex Logística and Pemex Cogeneración y Servicios (Pemex Cogeneration and Services) that were approved by the Board of Directors of Petróleos Mexicanos on March 27, 2015, all of the rights and obligations of Pemex-Exploration and Production, Pemex-Refining and Pemex-Gas and Basic Petrochemicals under the Guaranty Agreement were automatically assumed by Pemex Exploración y Producción, Pemex Transformación Industrial, Pemex Drilling and Services, Pemex Logística and Pemex Cogeneration and Services as a matter of Mexican law. As of July 27, 2018, pursuant to (1) the Petróleos Mexicanos Law, (2) the resolution adopted by the Board of Directors of Petróleos Mexicanos at the meeting held on October 5, 2017, (3) the resolution adopted by the Board of Directors of Petróleos Mexicanos at the meeting held on July 13, 2018 and (4) the Declaratoria de Liquidación y Extinción (Dissolution Declaration) corresponding to Pemex Cogeneration and Services approved by the Board of Directors of Petróleos Mexicanos on July 13, 2018, all of the rights and obligations of Pemex Cogeneration and Services under the Guaranty Agreement were automatically assumed by Pemex Transformación Industrial as a matter of Mexican law, the successor to Pemex Cogeneration and Services. As of July 1, 2019, pursuant to (1) the Petróleos Mexicanos Law, (2) the resolution adopted by the Board of Directors of Petróleos Mexicanos at the meeting held on June 24, 2019, and (3) the Declaratoria de Extinción (Extinction Declaration) corresponding to Pemex Drilling and Services approved by the Board of Directors of Petróleos Mexicanos on July 25, 2019, effective July 1, 2019, all of the rights and obligations of Pemex Drilling and Services under the Guaranty Agreement were automatically assumed by Pemex Exploración y Producción as a matter of Mexican law, the successor to Pemex Drilling and Services.

For more information about the Guarantors, see “Item 4—Information on the Company—History and Development—Corporate Structure” in the 2021 Form 20-F.

Accordingly, as of the date of this prospectus, each of Pemex Exploración y Producción, Pemex Transformación Industrial, and Pemex Logística is jointly and severally liable with the Issuer for all payment obligations incurred by the Issuer under any international financing agreement entered into by the Issuer, pursuant to the Guaranty Agreement. This liability extends only to those payment obligations that the Issuer designates as being entitled to the benefit of the Guaranty Agreement in a certificate of designation.

The Issuer has designated both the Indenture and the New Securities as benefiting from the Guaranty Agreement in certificates of designation dated June 1, 2022. Accordingly, each of the Guarantors will be unconditionally liable for the payment of the principal of and interest on the New Securities as and when they become due and payable, whether at maturity, by declaration of acceleration or otherwise. Under the terms of the Guaranty Agreement, each Guarantor will be jointly and severally liable for the full amount of each payment under the New Securities. Although the Guaranty Agreement may be terminated in the future, the guaranties will remain in effect with respect to all agreements designated prior to such termination until all amounts payable under such agreements have been paid in full, including, with respect to the New Securities, the entire principal thereof and interest thereon. Any amendment to the Guaranty Agreement which would affect the rights of any party to or beneficiary of any designated international financing agreement (including the New Securities and the Indenture) will be valid only with the consent of each such party or beneficiary (or percentage of parties or beneficiaries) as would be required to amend such agreement.

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Ranking of New Securities and Guaranties

The New Securities will be direct, unsecured and unsubordinated public external indebtedness of the Issuer. All of the New Securities will be equal in the right of payment with each other.

The payment obligations of the Issuer under the New Securities will rank equally with all of its other present and future unsecured and unsubordinated public external indebtedness for borrowed money. The guaranty of the New Securities by each Guarantor will be direct, unsecured and unsubordinated public external indebtedness of such Guarantor and will rank equal in the right of payment with each other and with all other present and future unsecured and unsubordinated public external indebtedness for borrowed money of such Guarantor.

The New Securities are not obligations of, nor are they guaranteed by, the Mexican Government.

Additional Amounts

When the Issuer or one of the Guarantors makes a payment on the New Securities or its respective guaranty, we may be required to deduct or withhold present or future taxes, assessments or other governmental charges imposed by Mexico or a political subdivision or taxing authority of or in Mexico (which we refer to as “Mexican withholding taxes”). If this happens, the Issuer, or in the case of a payment by a Guarantor, the applicable Guarantor, will pay the holders of the New Securities such additional amounts as may be necessary to insure that every net payment made by the Issuer or a Guarantor in respect of the New Securities, after deduction or withholding for Mexican withholding taxes, will not be less than the amount actually due and payable on such New Securities. However, this obligation to pay additional amounts will not apply to:

1. any Mexican withholding taxes that would not have been imposed or levied on a holder of New Securities were there not some past or present connection between the holder and Mexico or any of its political subdivisions, territories, possessions or areas subject to its jurisdiction, including, but not limited to, that holder:

• being or having been a citizen or resident of Mexico;

• maintaining or having maintained an office, permanent establishment or branch in Mexico; or

• being or having been present or engaged in trade or business in Mexico, except for a connection arising solely from the mere ownership of, or the receipt of payment under, the New Securities;

2. any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

3. any Mexican withholding taxes that are imposed or levied because the holder failed to comply with any certification, identification, information, documentation, declaration or other reporting requirement that is imposed or required 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, but only if we have given written notice to the Trustee with respect to these reporting requirements at least 60 days before:

• the first payment date to which this paragraph (3) applies; and

• in the event the requirements change, the first payment date after a change in the reporting requirements to which this paragraph (3) applies;

4. any Mexican withholding taxes imposed at a rate greater than 4.9%, if a holder has failed to provide, on a timely basis at our reasonable request, any information or documentation (not included in paragraph (3) above) concerning the holder’s eligibility, if any, for benefits under an income tax treaty to which Mexico is a party that is necessary to determine the appropriate deduction or withholding rate of Mexican withholding taxes under that treaty;

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5. any Mexican withholding taxes that would not have been imposed if the holder had presented its New Security for payment within 15 days after the date when the payment became due and payable or the date payment was provided for, whichever is later;

6. any payment to a holder who is a fiduciary, partnership or someone other than the sole beneficial owner of the payment, to the extent that the beneficiary or settlor with respect to the fiduciary, a member of the partnership or the beneficial owner of the payment would not have been entitled to the payment of the additional amounts had the beneficiary, settlor, member or beneficial owner actually been the holder of the New Security; or

7. a New Security presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant New Security to another paying and transfer agent in a member state of the European Union.

All references in this prospectus to principal of and interest on New Securities, unless the context otherwise requires, mean and include all additional amounts, if any, payable on the New Securities.

The limitations contained in paragraphs (3) and (4) above will not apply if the reporting requirements described in those paragraphs would be materially more onerous, in form, procedure or substance of the information disclosed, to the holder or beneficial owner of the New Securities, than comparable information or other applicable reporting requirements under U.S. federal income tax law (including the United States-Mexico income tax treaty, as defined under “Taxation” below), enacted or proposed regulations and administrative practice. When looking at the comparable burdens, we will take into account the relevant differences between U.S. and Mexican law, regulations and administrative practice.

In addition, paragraphs (3) and (4) above will not apply if Article 166, Section II, paragraph a) of the Ley del Impuesto sobre la Renta (Mexican Income Tax Law), or a substantially similar future rule, is in effect, unless:

• the reporting requirements in paragraphs (3) and (4) above are expressly required by statute, regulation, general rules or administrative practice in order to apply Article 166, Section II, paragraph a) or a substantially similar future rule, and we cannot get the necessary information or satisfy any other reporting requirements on our own through reasonable diligence and we would otherwise meet the requirements to apply Article 166, Section II, paragraph a) or a substantially similar future rule; or

• in the case of a holder or beneficial owner of a New Security that is a pension fund or other tax-exempt organization, if that entity would be subject to a lesser Mexican withholding tax than provided in Article 166, Section II, paragraph a) if the information required in paragraph (4) above were furnished.

We will not interpret paragraph (3) or (4) above to require a non-Mexican pension or retirement fund, a non-Mexican tax-exempt organization or a non-Mexican financial institution or any other holder or beneficial owner of the New Securities to register with the Ministry of Finance and Public Credit for the purpose of establishing eligibility for an exemption from or reduction of Mexican withholding taxes.

Upon written request, we will provide the Trustee, the holders and the paying agent with a certified or authenticated copy of an original receipt of the payment of Mexican withholding taxes which the Issuer or a Guarantor has withheld or deducted from any payments made under or with respect to the New Securities or the guaranties, as the case may be.

If we pay additional amounts with respect to the New Securities that are based on rates of deduction or withholding of Mexican withholding taxes that are higher than the applicable rate, and the holder is entitled to make a claim for a refund or credit of this excess, then by accepting the New Security, such holder shall be deemed to have assigned and transferred all rights, title and interest to any claim for a refund or credit of this excess to the Issuer or the applicable Guarantor, as the case may be. However, by making this assignment, such holder will not incur any other obligation with respect to such claim.

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Tax Redemption

The Issuer has the option to redeem the New Securities in whole, but not in part, at par at any time, together with interest accrued to, but excluding, the date fixed for redemption, if:

1. the Issuer certifies to the Trustee immediately prior to giving the notice that the Issuer or a Guarantor has or will become obligated to pay greater additional amounts than the Issuer or such Guarantor would have been obligated to pay if payments (including payments of interest) on the New Securities or payments under the guaranties with respect to the New Securities were subject to withholding tax at a rate of 10%, because of a change in, or amendment to, or lapse of, the laws, regulations or rulings of Mexico or any of its political subdivisions or taxing authorities 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 the date of original issuance of the series of Old Securities corresponding to the series of New Securities to be redeemed; and

2. before publishing any notice of redemption, the Issuer delivers to the Trustee a certificate signed by the Issuer stating that the Issuer or the applicable Guarantor cannot avoid the obligation referred to in paragraph (1) above, despite taking reasonable measures available to it. The Trustee is entitled to accept this certificate as sufficient evidence of the satisfaction of the requirements of paragraph (1) above.

We can exercise our redemption option by giving the holders of the New Securities irrevocable notice not less than 30 but not more than 60 days before the date of redemption. Once accepted, a notice of redemption will be conclusive and binding on the holders of the New Securities. We may not give a notice of redemption earlier than 90 days before the earliest date on which the Issuer or a Guarantor would have been obligated to pay additional amounts as described in paragraph (1) above, and at the time we give that notice, our obligation to pay additional amounts must still be in effect.

Redemption of the New Securities at the Option of the Issuer

Prior to the Par Call Date, the Issuer may redeem the New Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the New Securities being redeemed discounted to the redemption date (assuming the New Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the New Securities to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Issuer may redeem the New Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the New Securities being redeemed plus accrued and unpaid interest thereon to the redemption date.

For this purpose:

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

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The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this and the preceding paragraphs, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Negative Pledge

The Issuer will not create or permit to exist, and will not allow its subsidiaries or the Guarantors or any of their respective subsidiaries to create or permit to exist, any security interest in their crude oil or receivables in respect of crude oil to secure:

• any of its or their public external indebtedness;

• any of its or their guarantees in respect of public external indebtedness; or

• the public external indebtedness or guarantees in respect of public external indebtedness of any other person;

without at the same time or prior thereto securing the New Securities equally and ratably by the same security interest or providing another security interest for the New Securities as shall be approved by the holders of at least 66 2/3% in aggregate principal amount of the outstanding (as defined in the Indenture) securities of each affected series.

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However, the Issuer and its subsidiaries, and the Guarantors and their respective subsidiaries, may create or permit to subsist a security interest upon its or their crude oil or receivables in respect of crude oil if:

1. on the date the security interest is created, the total of:

• the amount of principal and interest payments secured by oil receivables due during that calendar year under receivable financings entered into on or before that date; plus

• the total revenues in that calendar year from the sale of crude oil or natural gas transferred, sold, assigned or disposed of in forward sales that are not government forward sales entered into on or before that date; plus

• the total amount of payments of the purchase price of crude oil, natural gas or petroleum products foregone in that calendar year as a result of all advance payment arrangements entered into on or before that date;

is not greater than U.S. $4,000,000,000 (or its equivalent in other currencies) minus the amount of government forward sales in that calendar year;

2. the total outstanding amount in all currencies at any one time of all receivables financings, forward sales (other than government forward sales) and advance payment arrangements is not greater than U.S. $12,000,000,000 (or its equivalent in other currencies); and

3. the Issuer furnishes a certificate to the Trustee certifying that, on the date of the creation of the security interest, there is no default under any of the financing documents that are identified in the Indenture resulting from a failure to pay principal or interest.

For a more detailed description of paragraph (3) above, you may look to the Indenture.

The negative pledge does not restrict the creation of security interests over any assets of the Issuer or its subsidiaries or of the Guarantors or any of their respective subsidiaries other than crude oil and receivables in respect of crude oil. Under Mexican law, all domestic reserves of crude oil belong to Mexico and not to PEMEX, but the Issuer (together with the Guarantors) has been established with the purpose of exploiting the Mexican petroleum and gas reserves, including the production of oil and gas, oil products and basic petrochemicals.

In addition, the negative pledge does not restrict the creation of security interests to secure obligations of the Issuer, the Guarantors or their subsidiaries payable in pesos. Further, the negative pledge does not restrict the creation of security interests to secure any type of obligation (e.g., commercial bank borrowings) regardless of the currency in which it is denominated, other than obligations similar to the New Securities (e.g., issuances of debt securities).

Events of Default; Waiver and Notice

If an event of default occurs and is continuing with respect to the New Securities, then the Trustee, if so requested in writing by holders of at least one-fifth in principal amount of the outstanding New Securities, shall give notice to the Issuer that the New Securities are, and they shall immediately become, due and payable at their principal amount together with accrued interest. Each of the following is an “event of default” with respect to the New Securities:

1. Non-Payment: any payment of principal of any of the New Securities is not made when due and the default continues for seven days after the due date, or any payment of interest on the New Securities is not made when due and the default continues for fourteen days after the due date;

2. Breach of Other Obligations: the Issuer fails to perform, observe or comply with any of its other obligations under the New Securities, which cannot be remedied, or if it can be remedied, is not remedied within 30 days after the Trustee gives written notice of the default to the Issuer and the Guarantors;

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3. Cross-Default: the Issuer or any of its material subsidiaries (as defined in “—Certain Definitions” below) or any of the Guarantors or any of their respective material subsidiaries defaults in the payment of principal of or interest on any of their public external indebtedness or on any public external indebtedness guaranteed by them in an aggregate principal amount exceeding U.S. $40,000,000 or its equivalent in other currencies, and such default continues past any applicable grace period;

4. Enforcement Proceedings: any execution or other legal process is enforced or levied on or against any substantial part of the property, assets or revenues of the Issuer or any of its material subsidiaries or any of the Guarantors or any of their respective material subsidiaries, and that execution or other process is not discharged or stayed within 60 days;

5. Security Enforced: an encumbrancer takes possession of, or a receiver, manager or other similar officer is appointed for, all or any substantial part of the property, assets or revenues of the Issuer or any of its material subsidiaries or any of the Guarantors or any of their respective material subsidiaries;

6. The Issuer or any of its material subsidiaries or any of the Guarantors or any of their respective material subsidiaries:

• becomes insolvent;

• is generally not able to pay its debts as they mature;

• applies for, or consents to or permits the appointment of, an administrator, liquidator, receiver or similar officer of it or of all or any substantial part of its property, assets or revenues;

• institutes any proceeding under any law for a readjustment or deferment of all or a part of its obligations for bankruptcy, concurso mercantil, reorganization, dissolution or liquidation;

• makes or enters into a general assignment, arrangement or composition with, or for the benefit of, its creditors; or

• stops or threatens to cease carrying on its business or any substantial part thereof;

7. Winding Up: an order is entered for, or the Issuer or any of its material subsidiaries or any of the Guarantors or any of their respective material subsidiaries passes an effective resolution for, winding up any such entity;

8. Moratorium: a general moratorium is agreed or declared with respect to any of the external indebtedness of the Issuer or any of its material subsidiaries or any of the Guarantors or any of their respective material subsidiaries;

9. Authorizations and Consents: the Issuer or any of the Guarantors does not take, fulfill or obtain, within 30 days of its being so required, any action, condition or thing (including obtaining or effecting of any necessary consent, approval, authorization, exemption, filing, license, order, recording or registration) that is required in order to:

• enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under the New Securities and the Indenture;

• enable any of the Guarantors lawfully to enter into, perform and comply with its obligations under the Guaranty Agreement relating to the New Securities of that series, the related guaranties or the Indenture; and

• ensure that the obligations of the Issuer and the Guarantors under the New Securities, the Indenture and the Guaranty Agreement are legally binding and enforceable;

10. Illegality: it is or becomes unlawful for:

• the Issuer to perform or comply with one or more of its obligations under the New Securities or the Indenture; or

• any of the Guarantors to perform or comply with any of its obligations under the Guaranty Agreement relating to the New Securities or the Indenture;

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11. Control, dissolution, etc.: the Issuer ceases to be a public-sector entity of the Mexican Government or the Mexican Government otherwise ceases to control the Issuer or any Guarantor; or the Issuer or any of the Guarantors is dissolved, disestablished or suspends its operations, and that dissolution, disestablishment or suspension is material in relation to the business of the Issuer and the Guarantors taken as a whole; or the Issuer, the Guarantors and entities that they control cease to be, in the aggregate, the primary public-sector entities that conduct on behalf of Mexico the activities of exploration, extraction, refining, transportation, storage, distribution and first-hand sale of crude oil and exploration, extraction, production and first-hand sale of gas; for purposes of this event of default, the term “primary” refers to the production of at least 75% of the barrels of oil equivalent of crude oil and gas produced by public-sector entities in Mexico;

12. Disposals:

(A) the Issuer ceases to carry on all or a substantial part of its business, or sells, transfers or otherwise voluntarily or involuntarily disposes of all or substantially all of its assets, either by one transaction or a series of related or unrelated transactions, other than:

• solely in connection with the implementation of the Petróleos Mexicanos Law that took effect on November 29, 2008; or

• to a Guarantor; or

(B) any Guarantor ceases to carry on all or a substantial part of its business, or sells, transfers or otherwise voluntarily or involuntarily disposes of all or substantially all of its assets, either by one transaction or a series of related or unrelated transactions, and that cessation, sale, transfer or other disposal is material in relation to the business of the Issuer and the Guarantors taken as a whole;

13. Analogous Events: any event occurs which under the laws of Mexico has an analogous effect to any of the events referred to in paragraphs (4) to (7) above; or

14. Guaranties: the Guaranty Agreement is not in full force and effect or any of the Guarantors claims that it is not in full force and effect.

If any event of default results in the acceleration of the maturity of the securities of any series, the holders of a majority in aggregate principal amount of the outstanding securities of that series may rescind and annul that acceleration at any time before the Trustee obtains a judgment for the payment of the money due based on that acceleration. Prior to the rescission and annulment, however, all events of default, other than nonpayment of the principal of the securities of that series which became due only because of the declaration of acceleration, must have been cured or waived as provided for in the Indenture.

Under the Indenture, the holders of the securities of the relevant series must agree to indemnify the Trustee before the Trustee is required to exercise any right or power under the Indenture at the request of the holders of the securities of that series. The Trustee is entitled to this indemnification; provided that its actions are taken with the requisite standard of care during an event of default. The holders of a majority in principal amount of the securities of a series may direct the time, method and place of conducting any proceedings for remedies available to the Trustee or exercising any trust or power given to the Trustee with respect to the securities of that series. However, the Trustee may refuse to follow any direction that conflicts with any law and the Trustee may take other actions that are not inconsistent with the holders’ direction.

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No holder of any security may institute any proceeding with respect to the Indenture or any remedy under the Indenture, unless:

1. that holder has previously given written notice to the Trustee of a continuing event of default;

2. the holders of at least 20% in aggregate principal amount of the outstanding securities of the relevant series have made a written request to the Trustee to institute proceedings relating to the event of default;

3. those holders have offered to the Trustee reasonable indemnity against any costs, expenses or liabilities it might incur;

4. the Trustee has failed to institute the proceeding within 60 days after receiving the written notice; and

5. during the 60-day period in which the Trustee has failed to take action, the holders of a majority in principal amount of the outstanding securities have not given any direction to the Trustee which is inconsistent with the written request.

These limitations do not apply to a holder who institutes a suit for the enforcement of the payment of principal of or interest on a security on or after the due date for that payment.

The holders of a majority in principal amount of the outstanding securities of a series may, on behalf of the holders of all securities of that series, waive any past default and any event of default arising therefrom; provided that a default not theretofore cured in the payment of the principal of or premium or interest on the securities of that series or in respect of a covenant or provision in the Indenture the modification of which would constitute a reserved matter (as defined below), may be waived only by a percentage of holders of outstanding securities of that series that would be sufficient to effect a modification, amendment, supplement or waiver of such matter.

The Issuer is required to furnish annually to the Trustee a statement regarding the performance of its obligations and the Guarantors’ obligations under the Indenture and any default in that performance.

Purchase of New Securities

The Issuer or any of the Guarantors may at any time purchase the New Securities at any price in the open market, in privately negotiated transactions or otherwise. Securities so purchased by the Issuer or any Guarantor shall be surrendered to the Trustee for cancellation.

Further Issues

We may, without your consent, issue additional securities that have the same terms and conditions as any series of New Securities or the same except for the issue price, the issue date and the amount of the first payment of interest, which additional securities may be made fungible with the New Securities of that series; provided that such additional securities do not have, for the purpose of U.S. federal income taxation, a greater amount of original issue discount than the New Securities have as of the date of the issue of the additional securities.

Modification and Waiver

The Issuer and the Trustee may modify, amend or supplement the terms of the securities of any series or the Indenture in any way, and the holders of a majority in aggregate principal amount of the securities of any series may make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action that the Indenture or the securities allow a holder to make, take or give, when authorized:

• at a meeting of holders that is properly called and held by the affirmative vote, in person or by proxy (authorized in writing), of the holders of a majority in aggregate principal amount of the outstanding securities of that series that are represented at the meeting; or

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• with the written consent of the holders of the majority (or of such other percentage as stated in the text of the securities with respect to the action being taken) in aggregate principal amount of the outstanding securities of that series.

However, without the consent of the holders of not less than 75% in aggregate principal amount of the outstanding securities of each series affected thereby, no action may:

1. change the governing law with respect to the Indenture, the guaranty, the subsidiary guaranties or the New Securities of that series;

2. change the submission to jurisdiction of New York courts, the obligation to appoint and maintain an authorized agent in the Borough of Manhattan, New York City or the waiver of immunity provisions with respect to the New Securities of that series;

3. amend the events of default in connection with an exchange offer for the New Securities;

4. change the ranking of the New Securities; or

5. change the definition of “outstanding” with respect to the New Securities.

Further, without (A) the consent of each holder of outstanding New Securities affected thereby or (B) the consent of the holders of not less than 75% in aggregate principal amount of the outstanding New Securities, and (in the case of this clause (B) only) the certification by the Issuer to the Trustee that the modification, amendment, supplement or waiver is sought in connection with a general restructuring (as defined below) by Mexico, no such modification, amendment or supplement may:

1. change the due date for any payment of principal (if any) , premium (if any) or interest on New Securities;

2. reduce the principal amount of the New Securities, the portion of the principal amount that is payable upon acceleration of the maturity of the New Securities, the interest rate on the New Securities of that series or the premium (if any) payable upon redemption of the New Securities;

3. shorten the period during which the Issuer is not permitted to redeem the New Securities or permit the Issuer to redeem the New Securities of that series prior to maturity, if, prior to such action, the Issuer is not permitted to do so except as permitted in each case under “—Tax Redemption” and “—Redemption of the New Securities at the Option of the Issuer” above;

4. change U.S. dollars as the currency in which, or change the required places at which, payment with respect to principal of or interest on the New Securities is payable;

5. modify the Guaranty Agreement in any manner adverse to the holder of any of the New Securities;

6. change the obligation of the Issuer or any Guarantor to pay additional amounts on the New Securities;

7. reduce the percentage of the principal amount of the securities of that series, the vote or consent of the holders of which is necessary to modify, amend or supplement the Indenture or the New Securities or the related guaranties or take other action as provided therein; or

8. modify the provisions in the Indenture relating to waiver of compliance with certain provisions thereof or waiver of certain defaults, or change the quorum requirements for a meeting of holders of the New Securities, in each case except to increase any related percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding New Security of that series affected by such action.

Holders of the New Securities of a series and any Old Securities of the corresponding series remaining outstanding after the conclusion of the exchange offers will vote together as a single class with respect to all matters affecting them both.

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A “general restructuring” by Mexico means a request made by Mexico for one or more amendments or one or more exchange offers by Mexico, each of which affects a matter that would (if made to a term or condition of the New Securities) constitute any of the matters described in clauses 1 through 8 in the second preceding paragraph or clauses 1 through 5 of the third preceding paragraph (each of which we refer to as a “reserved matter”), and that applies to either (1) at least 75% of the aggregate principal amount of outstanding external market debt of Mexico that will become due and payable within a period of five years following the date of such request or exchange offer or (2) at least 50% of the aggregate principal amount of external market debt of Mexico outstanding at the date of such request or exchange offer. For the purposes of determining the existence of a general restructuring, the principal amount of external market debt that is the subject of any such request for amendment by Mexico shall be added to the principal amount of external market debt that is the subject of a substantially contemporaneous exchange offer by Mexico. As used here, “external market debt” means indebtedness of the Mexican Government (including debt securities issued by the Mexican Government) which is payable or at the option of its holder may be paid in a currency other than the currency of Mexico, excluding any such indebtedness that is owed to or guaranteed by multilateral creditors, export credit agencies and other international or governmental institutions.

In determining whether the holders of the requisite principal amount of the outstanding securities of a series have consented to any amendment, modification, supplement or waiver, whether a quorum is present at a meeting of holders of the outstanding securities of a series or the number of votes entitled to be cast by each holder of a security regarding the security at any such meeting, securities owned, directly or indirectly, by Mexico or any public sector instrumentality of Mexico (including the Issuer or any Guarantor) shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such consent, amendment, modification, supplement or waiver, only securities which a responsible officer of the Trustee actually knows to be owned in this manner shall be disregarded. As used in this paragraph, “public sector instrumentality” means Banxico, any department, ministry or agency of the Mexican Government or any corporation, trust, financial institution or other entity owned or controlled by the Mexican Government or any of the foregoing, and “control” means the power, directly or indirectly, through the ownership of voting securities or other ownership interests or otherwise, to direct the management of or elect or appoint a majority of the board of directors or other persons performing similar functions instead of, or in addition to, the board of directors of a corporation, trust, financial institution or other entity.

The Issuer and the Trustee may, without the vote or consent of any holder of the securities of a series, modify or amend the Indenture or the securities of that series for the purpose of:

1. adding to the covenants of the Issuer for the benefit of the holders of the New Securities of that series;

2. surrendering any right or power conferred upon the Issuer;

3. securing the New Securities of that series as required in the Indenture or otherwise;

4. curing any ambiguity or curing, correcting or supplementing any defective provision of the Indenture or the New Securities of that series or the guaranties;

5. amending the Indenture or the New Securities of that series in any manner which the Issuer and the Trustee may determine and that will not adversely affect the rights of any holder of the New Securities of that series in any material respect;

6. reflecting the succession of another corporation to the Issuer and the successor corporation’s assumption of the covenants and obligations of the Issuer, as the case may be, under the New Securities of that series and the Indenture; or

7. modifying, eliminating or adding to the provisions of the Indenture to the extent necessary to qualify the Indenture under the Trust Indenture Act or under any similar U.S. federal statute enacted in the future or adding to the Indenture any additional provisions that are expressly permitted by the Trust Indenture Act.

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The consent of the holders is not necessary under the Indenture to approve the particular form of any proposed amendment, modification, supplement or waiver. It is sufficient if the consent approves the substance of the proposed amendment, modification, supplement or waiver. After an amendment, modification, supplement or waiver under the Indenture becomes effective, we will send to the holders of the affected securities or publish a notice briefly describing the amendment, modification, supplement or waiver. However, the failure to give this notice to all the holders of the relevant securities, or any defect in the notice, will not impair or affect the validity of the amendment, modification, supplement or waiver.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee or stockholder of the Issuer or any of the Guarantors will have any liability for any obligations of the Issuer or any of the Guarantors under the New Securities, the Indenture or the Guaranty Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder, by accepting its New Securities, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the New Securities. This waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Governing Law, Jurisdiction and Waiver of Immunity

The New Securities and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws provisions (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), except that authorization and execution of the New Securities and the Indenture by the Issuer will be governed by the laws of Mexico. The payment obligations of the Guarantors under the Guaranty Agreement will be governed by and construed in accordance with the laws of the State of New York.

The Issuer and each of the Guarantors have appointed the Consul General of Mexico in New York (the “Consul General”) as their authorized agent for service of process in any action based on the New Securities that a holder may institute in any federal court (or, if jurisdiction in federal court is not available, state court) in the Borough of Manhattan, The City of New York by the holder of any New Security, and the Issuer, each Guarantor and the Trustee have submitted to the jurisdiction of any such courts in respect of any such action and will irrevocably waive any objection which it may now or hereafter have to the laying of venue of any such action in any such court, and the Issuer and each of the Guarantors will waive any right to which it may be entitled on account of residence or domicile.

The Issuer and each of the Guarantors reserve the right to plead sovereign immunity under the Immunities Act in actions brought against them under U.S. federal securities laws or any state securities laws, and the Issuer and each of the Guarantors’ appointment of the Consul General as their agent for service of process does not include service of process for these types of actions. 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 except under the limited circumstances specified in the Immunities Act.

Neither the Issuer nor any Guarantor is entitled to any immunity, whether on the grounds of sovereign immunity or otherwise, from any legal proceedings (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) to enforce or collect upon this prospectus or any other liability or obligation of the Issuer and/or each of the Guarantors related to or arising from the transactions contemplated hereby or thereby in respect of itself or its property, subject to certain restrictions pursuant to applicable law.

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Therefore, under certain circumstances, a Mexican court may not enforce a judgment against the Issuer or any of the Guarantors.

Meetings

The Indenture has provisions for calling a meeting of the holders of the New Securities. Under the Indenture, the Trustee may call a meeting of the holders of any series of New Securities at any time. The Issuer or holders of at least 10% of the aggregate principal amount of the outstanding New Securities of a series may also request a meeting of the holders of such New Securities by sending a written request to the Trustee detailing the proposed action to be taken at the meeting.

At any meeting of the holders of a series of New Securities to act on a matter that is not a reserved matter, a quorum exists if the holders of a majority of the aggregate principal amount of the outstanding New Securities of that series are present or represented. At any meeting of the holders of a series of New Securities to act on a matter that is a reserved matter, a quorum exists if the holders of 75% of the aggregate principal amount of the outstanding New Securities of that series are present or represented. However, if the consent of each such holder is required to act on such reserved matter, then a quorum exists only if the holders of 100% of the aggregate principal amount of the outstanding New Securities of that series are present or represented.

Any holders’ meeting that has properly been called and that has a quorum can be adjourned from time to time by those who are entitled to vote a majority of the aggregate principal amount of the outstanding New Securities of the relevant series that are represented at the meeting. The adjourned meeting may be held without further notice.

Any resolution passed, or decision made, at a holders’ meeting that has been properly held in accordance with the Indenture is binding on all holders of the New Securities of the relevant series.

Notices

All notices will be given to the holders of the New Securities by mail to their addresses as they are listed in the Trustee’s register. In addition, for so long as the New Securities of a series are admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange, and the rules of the exchange so require, all notices to the holders of the New Securities of that series will be published in a daily newspaper of general circulation in Luxembourg (expected to be the Luxemburger Wort) or, alternatively, on the website of the Luxembourg Stock Exchange at http://www.bourse.lu. If publication is not practicable, notice will be considered to be validly given if made in accordance with the rules of the Luxembourg Stock Exchange.

Certain Definitions

“Advance payment arrangement” means any transaction in which the Issuer, any Guarantor or any of their respective subsidiaries receives a payment of the purchase price of crude oil or gas or petroleum products that is not yet earned by performance.

“External indebtedness” means indebtedness which is payable, or at the option of its holder may be paid, (1) in a currency or by reference to a currency other than the currency of Mexico, (2) to a person resident or having its head office or its principal place of business outside Mexico and (3) outside the territory of Mexico.

“Forward sale” means any transaction that involves the transfer, sale, assignment or other disposition by the Issuer, any Guarantor or any of their respective subsidiaries of any right to payment under a contract for the sale of crude oil or gas that is not yet earned by performance, or any interest in such a contract, whether in the form of an account receivable, negotiable instrument or otherwise.

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“Government forward sale” means a forward sale to:

• Mexico or Banxico;

• the Bank for International Settlements; or

• any other multilateral monetary authority or central bank or treasury of a sovereign state.

“Guarantee” means any obligation of a person to pay the indebtedness of another person, including without limitation:

• an obligation to pay or purchase that indebtedness;

• an obligation to lend money or to purchase or subscribe for shares or other securities or to purchase assets or services in order to provide money to pay the indebtedness; or

• any other agreement to be responsible for the indebtedness.

“Indebtedness” means any obligation (whether present or future, actual or contingent) for the payment or repayment of money which has been borrowed or raised (including money raised by acceptances and leasing).

“Material subsidiaries” means, at any time, (1) each of the Guarantors and (2) any subsidiary of the Issuer or any of the Guarantors having, as of the end of the most recent fiscal quarter of the Guarantors, total assets greater than 12% of the total assets of the Issuer, the Guarantors and their respective subsidiaries on a consolidated basis. As of the date of this prospectus, the only material subsidiaries were the Guarantors.

“Oil receivables” means amounts payable to the Issuer, any Guarantor or any of their respective subsidiaries for the sale, lease or other provision of crude oil or gas, whether or not they are already earned by performance.

“Person” means any individual, company, corporation, firm, partnership, joint venture, association, organization, state or agency of a state or other entity, whether or not having a separate legal personality.

“Petroleum products” means the derivatives and by-products of crude oil and gas (including basic petrochemicals).

“Public external indebtedness” means any external indebtedness which is in the form of, or represented by, notes, bonds or other securities which are at that time being quoted, listed or traded on any stock exchange.

“Receivables financing” means any transaction resulting in the creation of a security interest on oil receivables to secure new external indebtedness incurred by, or the proceeds of which are paid to or for the benefit of, the Issuer, any Guarantor or any of their respective subsidiaries.

“Security interest” means any mortgage, pledge, lien, hypothecation, security interest or other charge or encumbrance, including without limitation any equivalent thereof created or arising under the laws of Mexico.

“Subsidiary” means, in relation to any person, any other person which is controlled directly or indirectly by, or which has more than 50% of its issued capital stock (or equivalent) held or beneficially owned by, the first person and/or any one or more of the first person’s subsidiaries. In this case, “control” means the power to appoint the majority of the members of the governing body or management of, or otherwise to control the affairs and policies of, that person.

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BOOK ENTRY; DELIVERY AND FORM

Form

One or more permanent global notes or global bonds, in fully registered form without coupons, will represent the New Securities. We refer to the global notes or global bonds as the “global securities.” We will deposit each global security with the Trustee at its designated corporate trust office as custodian for DTC. We will register each global security in the name of Cede & Co., as nominee of DTC, for credit to the respective accounts at DTC, Euroclear and Clearstream, Luxembourg of the holders of Old Securities participating in the exchange offer or to whichever accounts they direct.

Except in the limited circumstances described below under “Book Entry; Delivery and Form—Certificated Securities,” owners of beneficial interests in a global security will not receive physical delivery of New Securities in registered, certificated form. We will not issue the New Securities in bearer form.

When we refer to a New Security in this prospectus, we mean any certificated security and any global security. Under the Indenture, only persons who are registered on the books of the Trustee as the owners of a New Security are considered the holders of the New Security. Cede & Co., or its successor, as nominee of DTC, is considered the only holder of a New Security represented by a global security. The Issuer, the Guarantors and the Trustee and any of our respective agents may treat the registered holder of a New Security as the absolute owner, for all purposes, of that New Security whether or not it is overdue.

Global Securities

The statements below include summaries of certain rules and operating procedures of DTC, Euroclear and Clearstream, Luxembourg that affect transfers of interests in the global securities.

Except as set forth below, a global security may be transferred, in whole or part, only to DTC, another nominee of DTC or a successor of DTC or that nominee.

Financial institutions will act on behalf of beneficial owners as direct and indirect participants in DTC. Beneficial interests in a global security will be represented, and transfers of those beneficial interests will be effected, through the accounts of those financial institutions. The interests in the global security may be held and traded in denominations of U.S. $10,000 and integral multiples of U.S. $1.00 in excess thereof. If investors participate in the DTC, Euroclear or Clearstream, Luxembourg systems, they may hold interests directly in DTC, Euroclear or Clearstream, Luxembourg. If they do not participate in any of those systems, they may indirectly hold interests through an organization that does participate.

At their respective depositaries, both Euroclear and Clearstream, Luxembourg have customers’ securities accounts in their names through which they hold securities on behalf of their participants. In turn, their respective depositaries have, in their names, customers’ securities accounts at DTC through which they hold Euroclear’s and Clearstream, Luxembourg’s respective securities.

DTC has advised us that it is:

• a limited-purpose trust company organized under New York State laws;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

• a “clearing agency” registered as required by Section 17A of the Exchange Act.

DTC’s participants include:

• securities brokers and dealers;

• banks (including the Trustee);

• trust companies;

• clearing corporations; and

• certain other organizations.

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Some of DTC’s participants or their representatives own DTC. These participants created DTC to hold their securities and to use electronic book-entry changes to facilitate clearing and settling securities transactions in the participants’ accounts so as to eliminate the need for the physical movement of certificates.

Access to DTC’s book-entry system is also available to others that clear through or maintain a direct or indirect custodial relationship with a participant. Persons who are not participants may beneficially own securities held by DTC only through participants.

When we issue the global securities, DTC will use its book-entry registration and transfer system to credit the respective principal amounts of the New Securities represented by the global securities to the accounts of the participants designated by the holders of the Old Securities participating in the exchange offer.

Any person owning a beneficial interest in any of the global securities must rely on the procedures of DTC and, to the extent relevant, Euroclear or Clearstream, Luxembourg. If that person is not a participant, that person must rely on the procedures of the participant through which that person owns its interest to exercise any rights of a holder. Owners of beneficial interests in the global securities, however, will not:

• be entitled to have New Securities that represent those global securities registered in their names, receive or be entitled to receive physical delivery of the New Securities in certificated form; or

• be considered the holders under the Indenture or the New Securities.

We understand that it is existing industry practice that if an owner of a beneficial interest in a global security wants to take any action that Cede & Co., as the holder of the global security, is entitled to take, Cede & Co. would authorize the participants to take the desired action, and the participants would authorize the beneficial owners to take the desired action or would otherwise act upon the instructions of the beneficial owners who own through them.

DTC may grant proxies or otherwise authorize DTC participants (or persons holding beneficial interests in the New Securities through DTC participants) to exercise any rights of a holder or to take any other actions which a holder is entitled to take under the Indenture or the New Securities. Under its usual procedures, DTC would mail an omnibus proxy to us assigning Cede & Co.’s consenting or voting rights to the DTC participants to whose accounts the New Securities are credited.

Euroclear or Clearstream, Luxembourg will take any action a holder may take under the Indenture or the New Securities on behalf of its participants, but only in accordance with their relevant rules and procedures, and subject to their depositaries’ ability to effect any actions on their behalf through DTC.

We will allow owners of beneficial interests in the global securities to attend holders’ meetings and to exercise their voting rights in respect of the principal amount of New Securities that they beneficially own, if they:

1. obtain a certificate from DTC, a DTC participant, a Euroclear participant or a Clearstream, Luxembourg participant stating the principal amount of New Securities beneficially owned by such person; and

2. deposit that certificate with us at least three business days before the date on which the relevant meeting of holders is to be held.

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Certificated Securities

If DTC or any successor depositary is at any time unwilling or unable to continue as a depositary for a global security, or if it ceases to be a “clearing agency” registered under the Exchange Act, and we do not appoint a successor depositary within 90 days after we receive notice from the depositary to that effect, then we will issue or cause to be issued, authenticate and deliver certificated securities, in registered form, in exchange for the global securities. In addition, we may determine that any global security will be exchanged for certificated securities. In that case, we will mail the certificated securities to the addresses that are specified by the registered holder of the global securities. If the registered holder so specifies, the certificated securities may be available for pick-up at the designated office of the Trustee or any transfer agent (including the Luxembourg transfer agent), in each case not later than 30 days following the date of surrender of the relevant global security, endorsed by the registered holder, to the Trustee or any transfer agent.

A holder of certificated securities may transfer those certificated securities or exchange them for certificated securities of any other authorized denomination by returning them to the office or agency that we maintain for that purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee, or at the office of any transfer agent. No service charge will be imposed for any registration of transfer of New Securities, but we may require the holder of a New Security to pay a fee to cover any related tax or other governmental charge.

Neither the registrar nor any transfer agent will be required to register the transfer or exchange of any certificated securities for a period of 15 days before any interest payment date, or to register the transfer or exchange of any certificated securities that have been called for redemption.

If any certificated security is mutilated, defaced, destroyed, lost or stolen, we will execute and we will request that the Trustee authenticate and deliver a new certificated security. The new certificated security will be of like tenor (including the same date of issuance) and equal principal amount, registered in the same manner, dated the date of its authentication and bearing interest from the date to which interest has been paid on the original certificated security, in exchange and substitution for the original certificated security (upon its surrender and cancellation) or in lieu of and substitution for the certificated security. If a certificated security is destroyed, lost or stolen, the applicant for a substitute certificated security must furnish us and the Trustee with whatever security or indemnity we may require to hold each of us harmless. In every case of destruction, loss or theft of a certificated security, the applicant must also furnish us with satisfactory evidence of the destruction, loss or theft of the certificated security and its ownership. Whenever we issue a substitute certificated security, we may require the registered holder to pay a sum sufficient to cover related fees and expenses.

TAXATION

The following is a summary of the principal Mexican and U.S. federal income tax considerations that may be relevant to the exchange of Old Securities and ownership and disposition of the New Securities. This summary is based on the U.S. federal and Mexican tax laws in effect on the date of this prospectus. These laws are subject to change. Any change could apply retroactively and could affect the continued validity of the summary. This summary does not describe any tax consequences arising under the laws of any state, locality or taxing jurisdiction other than Mexico and the United States.

This summary does not describe all of the tax considerations that may be relevant to your situation, particularly if you are subject to special tax rules. Each holder or beneficial owner of Old Securities considering an exchange of Old Securities for New Securities should consult its own tax advisor as to the Mexican, U.S. or other tax consequences of the ownership and disposition of New Securities and the exchange of Old Securities for New Securities, including the effect of any foreign, state or local tax laws.

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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 certain U.S. holders of New Securities. 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 New Securities. This summary does not discuss the consequences (if any) of such treaties.

Mexican Taxation

This summary of certain Mexican federal tax considerations refers only to potential holders of the New Securities that are not residents of Mexico for Mexican tax purposes and that will not hold the New Securities or a beneficial interest therein through a permanent establishment for tax purposes in Mexico. We refer to 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 the New Securities made by the Issuer and the Guarantors. Pursuant to the Mexican Income Tax Law and to rules issued by the Ministry of Finance and Public Credit applicable to PEMEX, payments of interest (or amounts deemed to be interest) made by the Issuer or the Guarantors in respect of the New Securities to a foreign holder will be subject to a Mexican withholding tax imposed at a rate of 4.9% if, as expected:

1. the New Securities are (or the Old Securities for which they were exchanged were) placed outside of Mexico by a bank or broker dealer in a country with which Mexico has a valid tax treaty in effect;

2. the CNBV is notified of the issuance of the New Securities and evidence of such notification is timely filed with the Ministry of Finance and Public Credit;

3. the Issuer timely files with the Ministry of Finance and Public Credit (a) certain information related to the New Securities and this prospectus and (b) information representing that no party related to the Issuer, directly or indirectly, is the effective beneficiary of five percent (5%) or more of the aggregate amount of each such interest payment; and

4. the Issuer or the Guarantors maintain records that evidence compliance with (3)(b) above.

If these requirements are not satisfied, the applicable withholding tax rate will be higher.

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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 New Securities 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 Ministry of Finance and Public Credit for that purpose.

Additional Amounts. The Issuer and the Guarantors have agreed, subject to specified exceptions and limitations, to pay additional amounts, which are specified and defined in the Indenture, to the holders of the New Securities to cover Mexican withholding taxes. If any of the Issuer or the Guarantors pays additional amounts to cover Mexican withholding taxes in excess of the amount required to be paid, you will assign to us your right to receive a refund of such excess additional amounts but you will not be obligated to take any other action. See “Description of the New Securities—Additional Amounts.”

We may ask you and other holders or beneficial owners of the New Securities 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, our obligation to pay additional amounts may be limited. See “Description of the New Securities—Additional Amounts.”

Taxation of Dispositions. Capital gains resulting from the sale or other disposition of the New Securities (including an exchange of Old Securities for New Securities pursuant to the exchange offer) by a foreign holder to another foreign holder will not be subject to Mexican income or other similar taxes.

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 New Securities. A foreign holder of the New Securities will not be liable for Mexican estate, gift, inheritance or similar tax with respect to the New Securities.

United States Federal Income Taxation

The following discussion summarizes certain U.S. federal income tax considerations that may be relevant to investors considering the exchange offer. Except for the discussion under “Taxation— United States Federal Income Taxation—Non-U.S. Holders” and “Taxation—United States Federal Income Taxation —Information Reporting and Backup Withholding,” the discussion generally applies only to U.S. holders of Old Securities that exchange their Old Securities for New Securities (the New Securities and the Old Securities, are each “Securities”). You will be a U.S. holder if you are a beneficial owner of Securities that is an individual who is a citizen or resident of the United States, a U.S. domestic corporation or any other person that is subject to U.S. federal income tax on a net income basis in respect of an investment in the Securities. You will be a non-U.S. holder if you are a beneficial owner of Securities that is not a U.S. holder.

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This summary applies to you only if you hold your Old Securities as capital assets and will hold your New Securities as capital assets. It does not address considerations that may be relevant to you if you are an investor to which special tax rules apply, such as a bank, a financial institution, a tax-exempt entity, an insurance company, an entity taxed as a partnership or a partner therein, a nonresident alien individual present in the United States for 183 days or more in a taxable year, certain short-term holders of Securities, a dealer in securities or currencies, a trader in securities that elects mark-to-market treatment, a person that hedges its exposure in the Securities or that will hold Securities as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction or a person whose “functional currency” is not the U.S. dollar. You should be aware that the U.S. federal income tax consequences of holding the Securities may be materially different if you are an investor described in the prior sentence.

This summary does not address the alternative minimum tax, the Medicare tax on net investment income, the special timing rules prescribed under section 451(b) of the Internal Revenue Code of 1986, as amended, or other aspects of U.S. federal income or state and local taxation that may be relevant to a holder. Accordingly, each U.S. holder should consult its own tax advisor with regard to the exchange offer and the application of U.S. federal income tax laws, as well as the laws of any state, local or foreign taxing jurisdictions, to its particular situation.

Exchange of Old Securities and New Securities. An exchange of Old Securities for New Securities will not be a taxable event for U.S. federal income tax purposes. Accordingly, you will not realize any gain or loss upon the exchange of your Old Securities for New Securities. Your tax basis and holding period in the New Securities will be the same as your tax basis and your holding period in the New Securities will include your holding period in the Old Securities.

Taxation of Interest and Additional Amounts. A U.S. holder will be taxed on the gross amount of payments of “qualified stated interest” (as defined below under “Taxation—United States Federal Income Taxation—Original Issue Discount”) and additional amounts (i.e., without reduction for Mexican withholding taxes, determined utilizing the appropriate Mexican withholding tax rate applicable to the U.S. holder) will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is actually or constructively received, (in accordance with the holder’s method of accounting), provided, however, that the payment of amounts attributable to interest that has accrued from the issue date of the Old Securities to the date the U.S. holder acquired the Old Securities (“Pre-Remarketing Accrued Interest”) generally should not be includable in income.

Subject to generally applicable limitations and conditions, Mexican interest withholding tax paid at the appropriate rate applicable to the U.S. holder may be eligible for credit against such U.S. holder’s U.S. federal income tax liability. These generally applicable limitations and conditions include new requirements recently adopted by the U.S. Internal Revenue Service (the “IRS”) and any Mexican tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. In the case of a U.S. holder that is eligible for, and properly elects, the benefits of the United States-Mexico income tax treaty, the Mexican tax on interest will be treated as meeting the new requirements and therefore as a creditable tax. In the case of all other U.S. holders, the application of these requirements to the Mexican tax on interest is uncertain and we have not determined whether these requirements have been met. If the Mexican interest tax is not a creditable tax for a U.S. holder or the U.S. holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. holder may be able to deduct the Mexican tax in computing such U.S. holder’s taxable income for U.S. federal income tax purposes. Interest and additional amounts will constitute income from sources without the United States and, for U.S. holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes.

The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. holder’s particular circumstances and involve the application of complex rules to those circumstances. U.S. holders should consult their own tax advisors regarding the application of these rules to their particular situations.

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Original Issue Discount. The Old Securities were issued with “original issue discount” (“OID”) with the issue price of 97.602% and the yield to maturity of 9.250% for U.S. federal income tax purposes. As discussed above in “Taxation—United States Federal Income Taxation—Exchange of Old Securities and New Securities”, since an exchange of Old Securities for New Securities will not be a taxable event for U.S. federal income tax purposes, the issue date, issue price, yield to maturity and the adjusted issue price of the New Securities will equal the issue date, issue price, yield to maturity and the adjusted issue price of the Old Securities. U.S. holders generally will be subject to the special tax accounting rules for obligations issued with OID provided by the Code, and certain regulations promulgated thereunder (the “OID Regulations”). U.S. holders should be aware that, as described in greater detail below, they generally must include OID in ordinary gross income for U.S. federal income tax purposes as it accrues, generally in advance of the receipt of cash attributable to that income.

In general, each U.S. holder of a Security, whether such holder uses the cash or the accrual method of tax accounting, will be required to include in ordinary gross income the sum of the “daily portions” of OID on the Security for all days during the taxable year that the U.S. holder owns the Security. The daily portions of OID on a Security are determined by allocating to each day in any accrual period a ratable portion of the OID allocable to that accrual period. Accrual periods may be any length and may vary in length over the term of a Security; provided that no accrual period is longer than one year and each scheduled payment of principal or interest occurs on either the final day or the first day of an accrual period. The amount of OID on a Security allocable to each accrual period generally is determined by (a) multiplying the “adjusted issue price” (as defined below) of the Security at the beginning of the accrual period by the yield to maturity of such Security (appropriately adjusted to reflect the length of the accrual period) and (b) subtracting from that product the amount (if any) of qualified stated interest (as defined below) allocable to that accrual period. The yield to maturity of a Security is the discount rate that causes the present value of all payments on the Security as of its issue date to equal the issue price of such Security. The “adjusted issue price” of a Security at the beginning of any accrual period will generally be the sum of its issue price (generally including accrued interest, if any) and the amount of OID allocable to all prior accrual periods, reduced by the amount of all payments other than payments of qualified stated interest (if any) made with respect to such Security in all prior accrual periods. As stated in the previous paragraph, the issue date, issue price, yield to maturity and the adjusted issue price of the New Securities will equal the issue date, issue price, yield to maturity and the adjusted issue price of the Old Securities. The term “qualified stated interest” generally means stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually during the entire term of a Security at a single fixed rate of interest or, subject to certain conditions, based on one or more interest indices. As a result of this “constant-yield” method of including OID in income, the amounts includible in income by a U.S. holder in respect of a Security generally are lesser in the early years and greater in the later years than the amounts that would be includible on a straight-line basis. All payments on a Security (other than payments of qualified stated interest) will generally be viewed first as payments of previously-accrued OID (to the extent thereof), with payments attributed first to the earliest-accrued OID, and then as payments of principal.

A U.S. holder generally may make an irrevocable election to include in its income its entire return on a Security (i.e., the excess of all remaining payments to be received on the Security, including payments of qualified stated interest, over the amount paid by such U.S. holder for such Security) under the constant-yield method described above. For Securities purchased at a premium or bearing market discount in the hands of the U.S. holder, a U.S. holder making such election will also be deemed to have made the election (discussed below in “Taxation—United States Federal Income Taxation—Premium and Market Discount”) to amortize premium or to accrue market discount in income currently on a constant-yield basis. If a U.S. holder has made this constant-yield method election with respect to an Old Security, the election should continue to apply to the New Security.

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A U.S. holder that purchased the Securities at a cost less than its remaining redemption amount (as defined below) generally will be required to include in gross income the daily portions of OID, calculated as described above. However, if the U.S. holder acquires the Security at a price greater than its adjusted issue price, such holder may reduce its periodic inclusions of OID income to reflect the premium paid over the adjusted issue price. The “remaining redemption amount” for a Security is the total of all future payments to be made on the Security other than payments of qualified stated interest.

Premium and Market Discount. A U.S. holder that purchased the Security at a cost greater than its remaining redemption amount (as defined above) will be considered to have purchased the Security at a premium, and may elect to amortize such premium (as an offset to interest income), using a constant-yield method, over the remaining term of the Security. Such election, once made, generally applies to all bonds held or subsequently acquired by the U.S. holder on or after the first taxable year to which the election applies and may not be revoked without the consent of the IRS). If a U.S. holder has made this election with respect to an Old Security, the election should continue to apply to the New Security. A U.S. holder that elects to amortize such premium must reduce its tax basis in a Security by the amount of the premium amortized during its holding period. Securities purchased at a premium will not be subject to the OID rules described above. With respect to a U.S. holder that does not elect to amortize bond premium, the amount of bond premium will be included in the U.S. holder’s tax basis when the Security matures or is disposed of by the U.S. holder. Therefore, a U.S. holder that does not elect to amortize such premium and that holds the Security to maturity generally will be required to treat the premium as capital loss when the Security matures.

If you purchased a Security at a price that is lower than its remaining redemption amount by at least 0.25% of its remaining redemption amount multiplied by the number of remaining whole years to maturity, your Security will be considered to have market discount. In such case, gain realized by you on the disposition of the Security generally will be treated as ordinary income to the extent of the market discount that accrued on both the Old and New Security, treated as a single instrument, while held by you. In addition, you could be required to defer the deduction of a portion of the interest paid on any indebtedness incurred or maintained to purchase or carry the Security. In general terms, market discount on a Security will be treated as accruing ratably over the term of such security, or, at your election, under a constant-yield method.

You may elect to include market discount in income on a current basis as it accrues (on either a ratable or constant-yield basis) in lieu of treating a portion of any gain realized on a disposition as ordinary income. If you elect to include market discount on a current basis, the interest deduction deferral rule described above will not apply. Any such election, if made, applies to all market discount bonds acquired by a taxpayer on or after the first day of the taxable year to which such election applies and is revocable only with the consent of the IRS. If you made this election with respect to an Old Security, the election should continue to apply to the New Security.

Taxation of Dispositions.

Upon the sale, exchange or retirement of a Security, a U.S. holder generally will recognize gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (less any accrued qualified stated interest, which will be taxable as such) and the U.S. holder’s tax basis in such Security. A U.S. holder’s tax basis in a New Security generally will equal the cost of the Old Security to such holder (not including Pre-Remarketing Accrued Interest), increased by any amounts includible in income by the holder as original issue discount and market discount and reduced by any amortized premium (each as described above) and any payments other than payments of qualified stated interest made on such Security.

Except as discussed above with respect to market discount, gain or loss recognized by a U.S. holder generally will be long-term capital gain or loss if the U.S. holder has held the Securities for more than one year at the time of disposition. As discussed above, your holding period in the New Securities will include your holding period in the Old Securities. Long- term capital gains recognized by an individual U.S. holder generally are subject to a more favorable tax rate than ordinary income or short-term capital gains. The deduction of capital losses is subject to limitations.

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Capital gain or loss recognized by a U.S. holder on the sale or other disposition of the Securities generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Under the new foreign tax credit requirements recently adopted by the IRS, any Mexican tax imposed on the sale or other disposition of the Securities generally will not be treated as a creditable tax for U.S. foreign tax credit purposes except in the case of a U.S. holder that is eligible for, and properly elects to claim, the benefits of the United States-Mexico income tax treaty. If the Mexican tax is not a creditable tax or claimed as a credit by the U.S. holder pursuant to the United States-Mexico income tax treaty, the tax would reduce the amount realized on the sale or other disposition of the Securities even if the U.S. holder has elected to claim a foreign tax credit for other taxes in the same year. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to a sale or other disposition of the Securities and any Mexican tax imposed on such sale or disposition.

Specified Foreign Financial Assets. Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of U.S. $50,000 on the last day of the taxable year or U.S. $75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” generally include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which may include the Securities issued in certificated form) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. U.S. holders should consult their own tax advisors concerning the application of these rules to their investment in the Securities, including the application of the rules to their particular circumstances.

Non-U.S. Holders. If you are a non-U.S. holder, subject to the discussion below under “Information Reporting and Backup Withholding,” interest income and any gain realized on a sale or exchange of Securities generally will be exempt from U.S. federal income tax, including withholding taxes.

Information Reporting and Backup Withholding. Information returns may be filed with the IRS with respect to payments made to certain U.S. holders of the Securities. In addition, certain U.S. holders may be subject to backup withholding tax in respect of such payments if they do not provide their taxpayer identification numbers to the paying agent. Persons holding the Securities who are not U.S. holders may be required to comply with applicable certification procedures to establish that they are not U.S. holders in order to avoid the application of such information reporting requirements and backup withholding tax.

Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against the holder’s U.S. federal income tax liability; provided that the required information is timely furnished to the IRS.

The Proposed European Commission Financial Transaction Tax

On 14 February 2013, the European Commission published a proposal for a directive for a common financial transaction tax (the “FTT”) in Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain (the “Participating Member States”). Political consensus on a final directive for the FTT was not achieved until today. Additional EU Member States may decide to participate and/or certain of the Participating Member States (in addition to Estonia which meanwhile withdrew) may decide to withdraw.

Whether the FTT will ultimately be implemented and, if so, in what form, as well as the transactions that may be covered by it, is uncertain at this stage. If enacted, the FTT could apply under certain circumstances to transactions involving the New Securities. The mechanism by which the FTT would be applied and collected is not yet known, but if the FTT or any similar tax is adopted, transactions in the New Securities could be subject to higher costs, and the liquidity of the market for the New Securities may be diminished.

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Prospective holders of the New Securities are advised to seek their own professional advice in relation to the consequences of the FTT that could be associated with subscribing for, purchasing, holding and disposing of the New Securities.

PLAN OF DISTRIBUTION

Each broker-dealer must acknowledge that it will deliver a prospectus in connection with any resale of New Securities that it receives for its own account in exchange for Old Securities pursuant to the exchange offer if such broker-dealer acquired such Old Securities as a result of market-making activities or other trading activities. A broker-dealer may use this prospectus, as amended or supplemented, in connection with resales of New Securities that it receives in exchange for Old Securities if such broker-dealer acquired such Old Securities as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days following the Expiration Date, we will make this prospectus, as amended or supplemented, available to any such broker-dealer for use in connection with any such resale.

None of the Issuer or any of the Guarantors will receive any proceeds from any sale of New Securities by broker-dealers. New Securities that broker-dealers receive for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale. These transactions may be at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of New Securities and any commission or concessions that any such persons receive may be deemed to be underwriting compensation under the Securities Act. However, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents. We have agreed to pay all expenses incidental to the exchange offer, but we will not pay any broker-dealer commissions or concessions. We will indemnify the holders of the Old Securities, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

By accepting the exchange offer, each broker-dealer that receives New Securities in the exchange offer agrees that it will stop using the prospectus if it receives notice from us of any event which makes any statement in this prospectus false in any material respect or which requires any changes in this prospectus in order to make the statements true.

We are delivering copies of this prospectus in electronic form through the facilities of DTC. You may obtain paper copies of the prospectus by contacting the Luxembourg Listing Agent at its address specified on the inside back cover of this prospectus. By participating in the exchange offer, you will be consenting to electronic delivery of these documents.

The New Securities, are a new issue of securities with no established trading market. We intend to apply to have the New Securities, admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange, but we cannot assure you that an active market for the New Securities will exist at any time and, if any such market develops, we cannot assure you as to the liquidity of such a market.

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The information contained in this prospectus is the exclusive responsibility of the Issuer and the Guarantors and has not been reviewed or authorized by the CNBV. Petróleos Mexicanos filed a notice in respect of the offerings of both the Old Securities and the New Securities with the CNBV at the time the Old Securities were issued. Such notice is a requirement under the Securities Market Law in connection with an offering of securities outside of Mexico by a Mexican issuer. Such notice is solely for informational purposes and does not imply any certification as to the investment quality of the New Securities, solvency of the Issuer or the Guarantors. The information contained in this prospectus is the sole responsibility of the Issuer, and the CNBV has not reviewed or authorized the content of this prospectus. The New Securities have not been and will not be registered in the National Securities Registry, maintained by the CNBV, and may not be offered or sold publicly in Mexico. Furthermore, the New Securities may not be offered or sold in Mexico, except through a private placement made to institutional or qualified investors conducted in accordance with Article 8 of the Securities Market Law.

We are responsible for the information contained in this prospectus. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. 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.

VALIDITY OF SECURITIES

Cleary Gottlieb Steen & Hamilton LLP, our U.S. counsel, will pass upon the validity under New York law of the New Securities and the guaranties for the Issuer and the Guarantors. The General Counsel of Petróleos Mexicanos will pass upon certain legal matters governed by Mexican law 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 2021 Form 20-F has been extracted or derived from publications of, or sourced from, Mexico or one of its agencies or instrumentalities. We have included other information that we have extracted, derived or sourced from official publications of Petróleos Mexicanos or the subsidiary entities, each of which is a Mexican governmental agency. We have included this information on the authority of such publication or source as a public official document of Mexico. We have included all other information herein as a public official statement made on the authority of the Director General of Petróleos Mexicanos, Octavio Romero Oropeza.

EXPERTS

The consolidated financial statements of Petróleos Mexicanos, Productive State-Owned Subsidiaries and Subsidiary Companies (PEMEX) as of December 31, 2021 and 2020 and for each of the years in the three-year period ended December 31, 2021, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG Cárdenas Dosal, S.C. (“KPMG”), independent registered public accounting firm, incorporated by reference herein, and given upon the authority of said firm as experts in accounting and auditing.

The audit report covering the 2021 consolidated financial statements contains an explanatory paragraph that states “As discussed in Note 22 F to the consolidated financial statements PEMEX has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard these matters are also described in Note 22 F. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty”.

Certain oil and gas reserve data incorporated by reference in this prospectus and the registration statement from the annual report on the 2021 Form 20-F were reviewed by DeGolyer and MacNaughton Corp., GLJ Ltd., Ryder Scott Company L.P., and Sproule International Limited and Sproule México, S.A. de C.V. as indicated therein, in reliance upon the authority of such firms as experts in estimating proved oil and gas reserves.

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RESPONSIBLE PERSONS

We are furnishing this prospectus solely for use by prospective investors in connection with their consideration of participating in the exchange offer and for Luxembourg listing purposes. The Issuer, together with the Guarantors, confirm that, having taken all reasonable care to ensure that such is the case:

• the information contained in this prospectus is true, to the best of their knowledge, and correct in all material respects and is not misleading;

• they, to the best of their knowledge, have not omitted other material facts, the omission of which would make this prospectus as a whole misleading; and

• they accept responsibility for the information they have provided in this prospectus.

GENERAL INFORMATION

1. The New Securities have been accepted for clearance through Clearstream, Luxembourg and Euroclear. The securities codes for the New Securities are:

Series	CUSIP	ISIN	Common Code
New Securities	71654QDL3	US71654QDL32

2. In connection with the application to have the New Securities admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange, we will, prior to admission to trading, deposit, through our agent, copies of the trust agreement, as amended, establishing the Issuer with the Luxembourg Stock Exchange, where you may examine or obtain copies of such documents. In addition, documents relating to PEMEX will be deposited prior to listing at the Luxembourg Stock Exchange, where you may examine or obtain copies of such documents.

3. We have obtained all necessary consents, approvals and authorizations in Mexico in connection with the issue of, and performance of our rights and obligations under, the New Securities, including the registration of the Indenture, the Guaranty Agreement and the forms of securities attached to the Indenture. The board of directors of Petróleos Mexicanos approved resolutions on January 13, 2009, December 18, 2009, December 14, 2010, December 2, 2011, January 16, 2013, October 25, 2013, December 19, 2013, September 22, 2014, December 19, 2014, July 10, 2015, August 18, 2015, July 8, 2016, July 14, 2017, July 13, 2018, February 26, 2019, July 15, 2019, July 14, 2020, July 14, 2021, January 25, 2022 and on May 27, 2022 authorizing the issuance of the securities. On June 2, 2022, the Issuer issued certificates of authorization authorizing the issuance of the New Securities.

4. Except as disclosed in this document, there has been no material adverse change in the financial position of the Issuer or the Guarantors since the date of the latest financial statements incorporated by reference in this prospectus.

5. Except as disclosed under “Item 8—Financial Information—Legal Proceedings” in the 2021 Form 20-F, Note 27 to the 2021 financial statements and Note 19 to the June 2022 interim financial statements included in the September 6-K, none of the Issuer or any of the Guarantors is involved in any litigation or arbitration proceedings relating to claims or amounts which are material in the context of the issue of the New Securities. None of the Issuer or any of the Guarantors is aware of any such pending or threatened litigation or arbitration.

6. You may obtain the following documents during usual business hours on any day (except Saturday and Sunday and legal holidays) at the designated offices of Deutsche Bank Trust Company Americas and the paying

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agent and transfer agent in Luxembourg for so long as any of the New Securities are outstanding and admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange:

• copies of the latest annual report and consolidated accounts of PEMEX; and

• copies of the Indenture, the form of the New Securities and the Guaranty Agreement.

As of the date of this prospectus, the Guarantors do not publish their own financial statements and will not publish interim or annual financial statements. The Issuer publishes condensed consolidated interim financial statements in Spanish on a regular basis, and summaries of these condensed consolidated interim financial statements in English are available, free of charge, at the office of the paying and transfer agent in Luxembourg.

7. The principal offices of KPMG Cárdenas Dosal, S.C., independent registered public accounting firm and auditors of PEMEX for the fiscal years ended December 31, 2019, 2020 and 2021, are located at Manuel Avila Camacho 176 P1, Col. Reforma Social, 11650 Miguel Hidalgo, Ciudad de México, México, telephone: (52-55) 5246-8300.

8. The Mexican Government is not legally liable for, and is not a guarantor of, the New Securities.

9. Under Mexican law, all hydrocarbon reserves located in Mexico are permanently and inalienably vested in Mexico. Article 27 of the Political Constitution of the United Mexican States provides that the Mexican Government will carry out exploration and extraction activities through agreements with third parties and through assignments to and agreements with Petróleos Mexicanos.

10. Neither the Issuer nor any Guarantor is entitled to any immunity, whether on the grounds of sovereign immunity or otherwise, from any legal proceedings (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) to enforce or collect upon this prospectus or any other liability or obligation of the Issuer and/or each of the Guarantors related to or arising from the transactions contemplated hereby or thereby in respect of itself or its property, subject to certain restrictions pursuant to applicable law.

As a result, under certain circumstances, a Mexican court may not enforce a judgment against the Issuer or any of the Guarantors.

11. In the event that you bring proceedings in Mexico seeking performance of the Issuer or the Guarantors’ obligations in Mexico, pursuant to the Ley Monetaria de los Estados Unidos Mexicanos (Monetary Law of the United Mexican States), the Issuer or any of the Guarantors may discharge its obligations by paying any sum due in currency other than Mexican pesos in Mexican pesos at the rate of exchange prevailing in Mexico on the date when payment is made. Banxico currently determines such rate every business day in Mexico and publishes it in the Official Gazette of the Federation on the following business day.

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HEAD OFFICE OF THE ISSUER AND EACH OF THE GUARANTORS	AUDITORS OF THE ISSUER KPMG Cárdenas Dosal, S.C.
Avenida Marina Nacional No. 329 Colonia Verónica Anzures, Alcaldía Miguel Hidalgo 11300 Ciudad de México, México	Independent Registered Public Accounting Firm Manuel Avila Camacho 176 P1, Col. Reforma Social, Miguel Hidalgo, 11650 Ciudad de México, México
TRUSTEE, PRINCIPAL PAYING AND TRANSFER AGENT	EXCHANGE AGENT
Deutsche Bank Trust Company Americas Trust and Agency Services 1 Columbus Circle, 17th Floor New York, New York 10019 United States of America	Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. Attn: Reorg Department 5022 Gate Parkway, Suite 200 Jacksonville, Florida 32256 United States of America
LUXEMBOURG LISTING AGENT	PAYING AND TRANSFER AGENT
Banque Internationale à Luxembourg S.A. 69 route d’Esch L - 2953 Luxembourg Grand Duchy of Luxembourg	Deutsche Bank Luxembourg S.A. 2 Boulevard Konrad Adenauer L-2115 Luxembourg Ref: Coupon Paying Dept.

LEGAL ADVISORS

To the Issuer and the

Guarantors as to U.S. law:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

To the Issuer and the Guarantors as to Mexican law:

General Counsel

Petróleos Mexicanos

Avenida Marina Nacional No. 329

Colonia Verónica Anzures, 11300

Alcaldía Miguel Hidalgo, Ciudad de México,

México

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Under Mexican law, when an officer or director of a corporation acts within the scope of his or her authority, the corporation will answer for any resulting liabilities or expenses. Since June 2019, due to the tightening of the insurance market, both in Mexico and internationally, PEMEX has been unable to obtain a directors and officers liability insurance policy. As a result, as of the date of this prospectus, PEMEX’s directors and officers do not have such coverage. Notwithstanding the foregoing, PEMEX continues to seek this coverage in order to recover it as soon as possible.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit No.	Description
3.1	Ley de Petróleos Mexicanos (Petróleos Mexicanos Law), effective October 7, 2014 (English translation) (previously filed as Exhibit 1.1 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on April 30, 2015 and incorporated by reference herein).
3.2	Reglamento de la Ley de Petr óleos Mexicanos (Regulations to the Petróleos Mexicanos Law), effective November 1, 2014 and as amended as of February 9, 2015 (English translation) (previously filed as Exhibit 1.2 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on April 30, 2015 and incorporated by reference herein).
3.3	Acuerdo de Creació n de la Empresa Productiva del Estado Subsidiaria de Petróleos Mexicanos, denominada Pemex Exploración y Producción (Creation Resolution of the Productive State-Owned Subsidiary of Petróleos Mexicanos, denominated Pemex Exploration and Production), effective June 1, 2015 (English translation) (previously filed as Exhibit 3.4 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-205763) on July 21, 2015 and incorporated by reference herein).
3.4	Acuerdo de Creació n de la Empresa Productiva del Estado Subsidiaria de Petróleos Mexicanos, denominada Pemex Logística (Creation Resolution of the Productive State-Owned Subsidiary of Petróleos Mexicanos, denominated Pemex Logistics), effective October 1, 2015 (English translation) (previously filed as Exhibit 3.6 to Amendment No. 1 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-205763) on February 8, 2016 and incorporated by reference herein).
3.5	Acuerdo de Creació n de la Empresa Productiva del Estado Subsidiaria de Petróleos Mexicanos, denominada Pemex Transformación Industrial (Creation Resolution of the Productive State-Owned Subsidiary of Petróleos Mexicanos, denominated Pemex Industrial Transformation), effective November 1, 2015 (English translation) (previously filed as Exhibit 3.7 to Amendment No. 1 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-205763) on February 8, 2016 and incorporated by reference herein).
3.6	Adecuación al Acuerdo de Creación de la Empresa Productiva del Estado Subsidiaria de Petróleos Mexicanos, denominada Pemex Exploración y Producción (Amendment to Creation Resolution of the Productive State-Owned Subsidiary of Petróleos Mexicanos, denominated Pemex Exploration and Production), effective December 29, 2015 (English translation) (previously filed as Exhibit 3.4 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-220721) on September 29, 2017 and incorporated by reference herein).

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3.7	Adecuación al Acuerdo de Creación de la Empresa Productiva del Estado Subsidiaria de Petróleos Mexicanos, denominada Pemex Exploración y Producción (Amendment to Creation Resolution of the Productive State-Owned Subsidiary of Petróleos Mexicanos, denominated Pemex Exploration and Production), effective May 12, 2016 (English translation) (previously filed as Exhibit 3.4 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-213351) on November 30, 2016 and incorporated by reference herein).
3.8	Adecuación al Acuerdo de Creación de la Empresa Productiva del Estado Subsidiaria de Petróleos Mexicanos, denominada Pemex Exploración y Producción (Amendment to Creation Resolution of the Productive State-Owned Subsidiary of Petróleos Mexicanos, denominated Pemex Exploration and Production), effective July 1, 2019 (English translation) (previously filed as Exhibit 1.10 to the Petróleos Mexicanos Annual Report on Form 20-F (File No. 0-99) on May 8, 2020 and incorporated by reference herein).
3.9	Adecuación al Acuerdo de Creación de la Empresa Productiva del Estado Subsidiaria de Petróleos Mexicanos, denominada Pemex Logística (Amendment to Creation Resolution of the Productive State-Owned Subsidiary of Petróleos Mexicanos, denominated Pemex Logistics), effective July 1, 2019 (English translation) (previously filed as Exhibit 1.11 to the Petróleos Mexicanos Annual Report on Form 20-F (File No. 0-99) on May 8, 2020 and incorporated by reference herein).
3.10	Adecuación al Acuerdo de Creación de la Empresa Productiva del Estado Subsidiaria de Petróleos Mexicanos, denominada Pemex Transformación Industrial (Amendment to Creation Resolution of the Productive State-Owned Subsidiary of Petróleos Mexicanos, denominated Pemex Industrial Transformation), effective July 1, 2019 (English translation) (previously filed as Exhibit 1.12 to the Petróleos Mexicanos Annual Report on Form 20-F (File No. 0-99) on May 8, 2020 and incorporated by reference herein).
3.11	Adecuación al Acuerdo de Creación de la Empresa Productiva del Estado Subsidiaria de Petróleos Mexicanos, denominada Pemex Transformación Industrial (Amendment to Creation Resolution of the Productive State-Owned Subsidiary of Petróleos Mexicanos, denominated Pemex Industrial Transformation), effective January 1, 2021 (English translation) (previously filed as Exhibit 1.13 to the Petróleos Mexicanos Annual Report on Form 20-F (File No. 0-99) on May 17, 2021 and incorporated by reference herein).
4.1	Fiscal Agency Agreement between Petróleos Mexicanos and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), dated as of June 16, 1993, and amended and restated as of February 26, 1998 (previously filed as Exhibit 3.1 to the Petróleos Mexicanos Annual Report on Form 20-F (File No. 0-99) on June 29, 2000 and incorporated by reference herein). (P)
4.2	Indenture, dated as of September 18, 1997, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) (previously filed as Exhibit 4.1 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-7796) on October 17, 1997 and incorporated by reference herein). (P)
4.3	Indenture, dated as of July 31, 2000, among the Master Trust, Petróleos Mexicanos and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) (previously filed as Exhibit 2.5 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on June 28, 2001 and incorporated by reference herein). (P)
4.4	Indenture, dated as of December  30, 2004, among the Master Trust, Petróleos Mexicanos and Deutsche Bank Trust Company Americas (previously filed as Exhibit 2.7 to Petróleos Mexicanos’ annual report on Form 20-F  on June 30, 2005 and incorporated by reference herein).
4.5	Indenture, dated as of January  27, 2009, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas (previously filed as Exhibit 2.5 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on June 30, 2009 and incorporated by reference herein).

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4.6	First supplemental indenture dated as of September  30, 2009, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of July 31, 2000 (previously filed as Exhibit 2.4 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on June 29, 2010 and incorporated by reference herein).
4.7	First supplemental indenture dated as of September  30, 2009, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of December 30, 2004 (previously filed as Exhibit 2.6 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on June 29, 2010 and incorporated by reference herein).
4.8	Amendment Agreement dated as of June  24, 2014, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, amending the terms and conditions of Petróleos Mexicanos’ 8.625% Bonds due 2023 issued pursuant to the Fiscal Agency Agreement between Petróleos Mexicanos and Deutsche Bank Trust Company Americas (as amended and restated) (previously filed as Exhibit 4.9 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-198588) on September 5, 2014 and incorporated by reference herein).
4.9	First supplemental indenture dated as of June  24, 2014, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of September 18, 1997 (previously filed as Exhibit 4.10 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-198588) on September 5, 2014 and incorporated by reference herein).
4.10	First supplemental indenture dated as of June  24, 2014, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of August 7, 1998 (previously filed as Exhibit 4.11 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-198588) on September 5, 2014 and incorporated by reference herein).
4.11	Second supplemental indenture dated as of June  24, 2014, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of July 31, 2000 (previously filed as Exhibit 4.12 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-198588) on September 5, 2014 and incorporated by reference herein).
4.12	Second supplemental indenture dated as of June  24, 2014, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of December 30, 2004 (previously filed as Exhibit 4.13 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-198588) on September 5, 2014 and incorporated by reference herein).
4.13	Fourth supplemental indenture dated as of June  24, 2014, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of January 27, 2009 (previously filed as Exhibit 4.14 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-198588) on September 5, 2014 and incorporated by reference herein).
4.14	Third supplemental indenture dated as of September  10, 2014, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of July 31, 2000 (previously filed as Exhibit 2.22 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on April 30, 2015 and incorporated by reference herein).
4.15	Fifth supplemental indenture dated as of October  15, 2014, between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of January 27, 2009 (previously filed as Exhibit 2.23 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on April 30, 2015 and incorporated by reference herein).
4.16	Sixth supplemental indenture dated as of December  8, 2015 between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of January 27, 2009 (previously filed as Exhibit 4.17 to Amendment No.  1 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-205763) on February  8, 2016 and incorporated by reference herein).

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4.17	Seventh supplemental indenture dated as of June  14, 2016 between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of January 27, 2009 (previously filed as Exhibit 4.18 to Petróleos Mexicanos’ Registration Statement on Form F-4 (File No. 333-213351) on August 26, 2016 and incorporated by reference herein).
4.18	Eighth supplemental indenture dated as of February  16, 2018 between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of January 27, 2009 (previously filed as Exhibit 2.26 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on April 30, 2018 and incorporated by reference herein).
4.19	Ninth supplemental indenture dated as of June  4, 2018 between Petróleos Mexicanos and Deutsche Bank Trust Company Americas, to the indenture dated as of January 27, 2009 (previously filed as Exhibit 4.20 to Petróleos Mexicanos’ Registration Statement on Form F-4 (File No. 333-227508) on September 25, 2018 and incorporated by reference herein).
4.20	Trust Agreement, dated as of November 10, 1998, among The Bank of New York, The Bank of New York (Delaware) and Petróleos Mexicanos (previously filed as Exhibit 3.1 to the Petróleos Mexicanos Annual Report on Form 20-F (File No. 0-99) on June 30, 1999 and incorporated by reference herein). (P)
4.21	Form of 8.750% Notes due 2029.
4.22	Exchange and Registration Rights Agreement, dated as of June 2, 2022, among Petróleos Mexicanos and the supporting creditors named therein.
4.23	Amendment No. 1, dated as of November 17, 2004, to the Trust Agreement among The Bank of New  York, The Bank of New York (Delaware) and Petróleos Mexicanos dated as of November 10, 1998 (previously filed as Exhibit 2.10 to the Petróleos Mexicanos Annual Report on Form 20-F (File No. 0-99) on June 30, 2005 and incorporated by reference herein).
4.24	Amendment No. 2, dated as of December 22, 2004, to the Trust Agreement among The Bank of New  York, The Bank of New York (Delaware) and Petróleos Mexicanos dated as of November 10, 1998 (previously filed as Exhibit 2.11 to the Petróleos Mexicanos Annual Report on Form 20-F (File No. 0-99) on June 30, 2005 and incorporated by reference herein).
4.25	Amendment No. 3, dated as of August 17, 2006, to the Trust Agreement among The Bank of New  York, The Bank of New York (Delaware) and Petróleos Mexicanos dated as of November 10, 1998 (previously filed as Exhibit 3.4 to the Petróleos Mexicanos Registration Statement on Form  F-4/A (File No. 333-136674) on October 27, 2006 and incorporated by reference herein).
4.26	Assignment and Indemnity Agreement, dated as of November 10, 1998, among Petróleos Mexicanos, Pemex-Exploración y Producción, Pemex-Refinación, Pemex-Gas y Petroquímica Básica and the Pemex Project Funding Master Trust (previously filed as Exhibit 3.2 to the Petróleos Mexicanos Annual Report on Form 20-F (File No. 0-99) on June 30, 1999 and incorporated by reference herein). (P)
4.27	Amendment No. 1, dated as of August  17, 2006, to the Assignment and Indemnity Agreement among Petróleos Mexicanos, Pemex-Exploración y Producción, Pemex-Refinación, Pemex-Gas  y Petroquímica Básica and the Master Trust (previously filed as Exhibit 4.7 to the Petróleos Mexicanos Registration Statement on Form F-4/A  (File No. 333-136674) on October 27, 2006 and incorporated by reference herein).
4.28	Guaranty Agreement, dated July 29, 1996, among Petróleos Mexicanos, Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica (previously filed as Exhibit 4.4 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-7796) on October 17, 1997 and incorporated by reference herein). (P)
5.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP, special New York counsel to Petróleos Mexicanos.

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5.2	Opinion of Dra. Luz María Zarza Delgado, General Counsel of Petróleos Mexicanos.
10.1	Receivables Purchase Agreement, dated as of December 1, 1998, by and among Pemex Finance, Ltd., P.M.I. Comercio Internacional, S.A. de C.V., P.M.I. Services, B.V. and Pemex-Exploración y Producción (previously filed as Exhibit 3.3 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on June 30, 1999 and incorporated by reference herein). (P)
10.2	Amendment No. 2, dated as of June  24, 2014, to the Receivables Purchase Agreement by and among Pemex Finance Ltd., P.M. I. Comercio Internacional, S.A. de C.V., P.M.I. Services, B.V. and Pemex-Exploración y Producción (previously filed as Exhibit  10.2 to the Petróleos Mexicanos Registration Statement on Form F-4 (File No. 333-198588) on September  5, 2014 and incorporated by reference herein).
21.1	List of Subsidiaries.
22.1	List of subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the registrant.
23.1	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).
23.2	Consent of Dra. Luz María Zarza Delgado, General Counsel of Petróleos Mexicanos (included in Exhibit 5.2).
23.3	Consent letter of KPMG Cárdenas Dosal, S.C. (KPMG), independent registered public accounting firm.
23.4	Consent letters of GLJ Ltd., Independent Qualified Reserves Evaluator or Auditor.
23.5	Reports on Reserves Data by GLJ Ltd., Independent Qualified Reserves Evaluator or Auditor, as of December  31, 2021, (previously filed as Exhibit 15.2 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on April  29, 2022 and incorporated by reference herein).
23.6	Consent letter of DeGolyer and MacNaughton, Independent Qualified Reserves Evaluator or Auditor.
23.7	Report on Reserves Data by DeGolyer and MacNaughton, Independent Qualified Reserves Evaluator or Auditor, as of April  22, 2022 (previously filed as Exhibit 15.4 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on April  29, 2022 and incorporated by reference herein).
23.8	Consent letters of Sproule International Limited and Sproule México, Independent Qualified Reserves Evaluator or Auditor.
23.9	Report on Reserves Data by Sproule International Limited and Sproule México, S.A. de C.V., Independent Qualified Reserves Evaluator or Auditor, as of December 31, 2021 (previously filed as Exhibit 15.6 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on April 29, 2022 and incorporated by reference herein).
23.10	Consent letters of Ryder Scott Company, L.P., Independent Qualified Reserves Evaluator or Auditor.
23.11	Report on Reserves Data by Ryder Scott Company, L.P., Independent Qualified Reserves Evaluator or Auditor, as of December  31, 2021 (previously filed as Exhibit 15.8 to Petróleos Mexicanos’ annual report on Form 20-F (File No. 0-99) on April  29, 2022 and incorporated by reference herein).
24.1	Powers of Attorney (included in the signature pages of this registration statement).
25.1	Statement of Eligibility of Trustee on Form T-1.
99.1	Form of Letter to Brokers.
99.2	Form of Letter to Clients.
107	Calculation of Filing Fee Tables

(P) Paper filing.

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The exhibits do not include certain instruments defining the rights of holders of long-term debt of the registrants or their subsidiaries for which consolidated or unconsolidated financial statements are required to be filed because under such instruments the total amount of notes authorized does not exceed 10% of the total assets of the registrants and their subsidiaries on a consolidated basis. The registrants agree to furnish a copy of any such instrument to the Securities and Exchange Commission upon its request.

(b) Financial Statement Schedules

All schedules have been omitted because they are not required or are not applicable, or the information is included in the financial statements or notes thereto.

(c) Not applicable.

Item 22. Undertakings

(a) The undersigned registrants hereby undertake:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii) To reflect in the prospectus any facts arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information set forth in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished; provided that the registrants include in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least current as the date of those financial statements.

5. That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be

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deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

6. That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

7. The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

8. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any registrant of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

9. That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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10. The undersigned registrants hereby undertake: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of this registration statement through the date of responding to the request.

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SIGNATURE PAGE OF PETRÓLEOS MEXICANOS

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement or amendment thereto, as the case may be, to be signed on its behalf by the undersigned, thereunto duly authorized, in Mexico City, Mexico on September 6, 2022.

PETRÓLEOS MEXICANOS
By:	/s/ Octavio Romero Oropeza
	Octavio Romero Oropeza Director General (Chief Executive Officer) of Petróleos Mexicanos

Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto, as the case may be, has been signed by the following persons in the capacities and on the dates indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eduardo Raúl Calvo Barbeau, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PRINCIPAL EXECUTIVE OFFICERS

Name	Title	Date
/s/ Octavio Romero Oropeza Octavio Romero Oropeza	Director General (Chief Executive Officer)	September 6, 2022
/s/ Carlos Fernando Cortez González Carlos Fernando Cortez González	Acting Corporate Director of Finance (Chief Financial Officer)	September 6, 2022
/s/ José María del Olmo Blanco José María del Olmo Blanco	Acting Deputy Director of Budget and Accounting (Chief Accounting Officer)	September 6, 2022

II-9

SIGNATURE PAGE OF PETRÓLEOS MEXICANOS

(continued)

BOARD OF DIRECTORS

Name	Title	Date
/s/ Norma Rocío Nahle García Norma Rocío Nahle García	Chairperson of the Board of Directors of Petróleos Mexicanos and Secretary of Energy	September 6, 2022
/s/ Rogelio Ramírez de la O Rogelio Ramírez de la O	Director and Secretary of Finance and Public Credit	September 6, 2022
/s/ Tatiana Clouthier Carrillo Tatiana Clouthier Carrillo	Director and Secretary of Economy	September 6, 2022
/s/ María Luisa Albores González María Luisa Albores González	Director and Secretary of Environment and Natural Resources	September 6, 2022
/s/ Manuel Bartlett Díaz Manuel Bartlett Díaz	Director and Director General of Comisión Federal de Electricidad	September 6, 2022
/s/ Juan José Paullada Figueroa Juan José Paullada Figueroa	Independent Director	September 6, 2022
/s/ José Eduardo Beltrán Hernández José Eduardo Beltrán Hernández	Independent Director	September 6, 2022
/s/ Humberto Domingo Mayans Canabal Humberto Domingo Mayans Canabal	Independent Director	September 6, 2022
/s/ Laura Itzel Castillo Juárez Laura Itzel Castillo Juárez	Independent Director	September 6, 2022
/s/ Lorenzo Mauricio Meyer Falcón Lorenzo Mauricio Meyer Falcón	Independent Director	September 6, 2022

II-10

SIGNATURE PAGE OF PEMEX EXPLORACIÓN Y PRODUCCIÓN

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement or amendment thereto, as the case may be, to be signed on its behalf by the undersigned, thereunto duly authorized, in Mexico City, Mexico on September 6, 2022.

PEMEX EXPLORACIÓN Y PRODUCCIÓN
By	/s/ Ángel Cid Munguía
	Ángel Cid Munguía Director General (Chief Executive Officer) of Pemex Exploración y Producción

Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto, as the case may be, has been signed by the following persons in the capacities and on the dates indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eduardo Raúl Calvo Barbeau, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PRINCIPAL EXECUTIVE OFFICERS

Name	Title	Date
/s/ Ángel Cid Munguía Ángel Cid Munguía	Director General (Chief Executive Officer)	September 6, 2022
/s/ Carlos Fernando Cortez González Carlos Fernando Cortez González	Acting Corporate Director of Finance of Petróleos Mexicanos (acting as Chief Financial Officer of Pemex Exploración y Producción)	September 6, 2022
/s/ Victorio Linares Mantilla Victorio Linares Mantilla	Acting Deputy Director of Finance Coordination of Petróleos Mexicanos (acting as Chief Accounting Officer of Pemex Exploración y Producción)	September 6, 2022

II-11

SIGNATURE PAGE OF PEMEX EXPLORACIÓN Y PRODUCCIÓN

(continued)

BOARD OF DIRECTORS

Name	Title	Date
/s/ Octavio Romero Oropeza Octavio Romero Oropeza	Chairperson of the Board of Directors of Pemex Exploración y Producción and Director General (Chief Executive Officer) of Petróleos Mexicanos	September 6, 2022
/s/ Jorge Luis Basaldúa Ramos Jorge Luis Basaldúa Ramos	Director and Acting Director General of Pemex Transformación Industrial	September 6, 2022
/s/ Javier Núñez López Javier Núñez López	Director and Deputy Director of Supply of Petróleos Mexicanos	September 6, 2022
/s/ Carlos Fernando Cortez González Carlos Fernando Cortez González	Director and Acting Corporate Director of Finance of Petróleos Mexicanos	September 6, 2022
/s/ Jorge Alberto Arévalo Villagrán Jorge Alberto Arévalo Villagrán	Director and Director General of Exploration and Extraction of Hydrocarbons of the Ministry of Energy	September 6, 2022
/s/ Gabriel Yorio González Gabriel Yorio González	Director and Acting Undersecretary of Income of the Ministry of Finance and Public Credit	September 6, 2022
/s/ Ángel Cid Munguía Ángel Cid Munguía	Director and Director General of Pemex Exploración y Producción	September 6, 2022

II-12

SIGNATURE PAGE OF PEMEX TRANSFORMACIÓN INDUSTRIAL

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement or amendment thereto, as the case may be, to be signed on its behalf by the undersigned, thereunto duly authorized, in Mexico City, Mexico on September 6, 2022.

PEMEX TRANSFORMACIÓN INDUSTRIAL
By	/s/ Jorge Luis Basaldúa Ramos
	Jorge Luis Basaldúa Ramos Acting Director General (Chief Executive Officer) of Pemex Transformación Industrial

Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto, as the case may be, has been signed by the following persons in the capacities and on the dates indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eduardo Raúl Calvo Barbeau, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PRINCIPAL EXECUTIVE OFFICERS

Name	Title	Date
/s/ Jorge Luis Basaldúa Ramos Jorge Luis Basaldúa Ramos	Acting Director General (Chief Executive Officer)	September 6, 2022
/s/ Carlos Fernando Cortez González Carlos Fernando Cortez González	Acting Corporate Director of Finance of Petróleos Mexicanos (acting as Chief Financial Officer of Pemex Transformación Industrial)	September 6, 2022
/s/ Victorio Linares Mantilla Victorio Linares Mantilla	Acting Deputy Director of Finance Coordination of Petróleos Mexicanos (acting as Chief Accounting Officer of Pemex Transformación Industrial)	September 6, 2022

II-13

SIGNATURE PAGE OF PEMEX TRANSFORMACIÓN INDUSTRIAL

(continued)

BOARD OF DIRECTORS

Name	Title	Date
/s/ Octavio Romero Oropeza Octavio Romero Oropeza	Chairperson of the Board of Directors of Pemex Transformación Industrial and Director General (Chief Executive Officer) of Petróleos Mexicanos	September 6, 2022
Marcos Manuel Herrería Alamina	Director and Corporate Director of Management and Services of Petróleos Mexicanos	, 2022
Víctor David Palacios Gutiérrez	Director and Director General of Natural Gas and Petrochemicals of the Ministry of Energy	, 2022
/s/ Carlos Fernando Cortez González Carlos Fernando Cortez González	Director and Acting Corporate Director of Finance of Petróleos Mexicanos	September 6, 2022
/s/ Ángel Cid Munguía Ángel Cid Munguía	Director and Director General of Pemex Exploración y Producción	September 6, 2022
/s/ Gabriel Yorio González Gabriel Yorio González	Director and Acting Undersecretary of Finance of the Ministry of Finance and Public Credit	August 24, 2022
/s/ Jorge Luis Basaldúa Ramos Jorge Luis Basaldúa Ramos	Director and Acting Director General of Pemex Transformación Industrial	September 6, 2022

II-14

SIGNATURE PAGE OF PEMEX LOGÍSTICA

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement or amendment thereto, as the case may be, to be signed on its behalf by the undersigned, thereunto duly authorized, in Mexico City, Mexico on September 6, 2022.

PEMEX LOGÍSTICA
By:	/s/ Javier Emiliano González del Villar
	Javier Emiliano González del Villar Director General (Chief Executive Officer) of Pemex Logística

Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto, as the case may be, has been signed by the following persons in the capacities and on the dates indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eduardo Raúl Calvo Barbeau, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PRINCIPAL EXECUTIVE OFFICERS

Name	Title	Date
/s/ Javier Emiliano González del Villar Javier Emiliano González del Villar	Director General (Chief Executive Officer)	September 6, 2022
/s/ Carlos Fernando Cortez González Carlos Fernando Cortez González	Acting Corporate Director of Finance of Petróleos Mexicanos (acting as Chief Financial Officer of Pemex Logística)	September 6, 2022
/s/ Victorio Linares Mantilla Victorio Linares Mantilla	Acting Deputy Director of Finance Coordination of Petróleos Mexicanos (acting as Chief Accounting Officer of Pemex Logística)	September 6, 2022

II-15

SIGNATURE PAGE OF PEMEX LOGÍSTICA

(continued)

BOARD OF DIRECTORS

Name	Title	Date
/s/ Octavio Romero Oropeza Octavio Romero Oropeza	Chairperson of the Board of Directors of Pemex Logística and Director General (Chief Executive Officer) of Petróleos Mexicanos	September 6, 2022
Marcos Manuel Herrería Alamina	Director and Corporate Director of Management and Services of Petróleos Mexicanos	, 2022
/s/ Brenda Fierro Cervantes Brenda Fierro Cervantes	Director and Deputy Director of Information Technology of Petróleos Mexicanos	September 6, 2022
/s/ Guillermo Alejandro Perabeles Garza Guillermo Alejandro Perabeles Garza	Director and Deputy Director of Strategic Planning, Regulatory Analysis and Affiliates of Petróleos Mexicanos	September 6, 2022
/s/ José María del Olmo Blanco José María del Olmo Blanco	Director and Acting Deputy Director of Budget and Accounting of Petróleos Mexicanos	September 6, 2022
Leticia del Carmen Gómez García	Director and Acting Coordinator of Supply for Pemex Transformación Industrial	, 2022
/s/ Antonio López Velarde Loera Antonio López Velarde Loera	Deputy Director of Risk Management and Reinsurance of Petróleos Mexicanos	September 6, 2022

II-16

AUTHORIZED REPRESENTATIVE OF

PETRÓLEOS MEXICANOS AND THE GUARANTORS

IN THE UNITED STATES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacity and on the date indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eduardo Raúl Calvo Barbeau, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Name	Title	Date
/s/ Manuel Flores Camacho Manuel Flores Camacho	President of P.M.I. Services North America, Inc.	August 24, 2022

II-17

EX-4.21

Exhibit 4.21

The issue of this Note has been given Registration No. 47-2022-E by the Ministry of Finance and Public Credit of Mexico on June 1, 2022.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE IS A U.S. GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. THIS NOTE MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN SECTION 3.05(a) OF THE INDENTURE.

PETRÓLEOS MEXICANOS

(A Productive State-Owned Company of the Federal Government of the United Mexican States)

8.750% Notes due 2029

Jointly and Severally Guaranteed by

PEMEX EXPLORACIÓN Y PRODUCCIÓN, PEMEX TRANSFORMACIÓN INDUSTRIAL, PEMEX LOGÍSTICA

AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNEES

REGISTERED

NO. R-•

The following summary of terms is subject to the information set forth on the reverse hereof.

PRINCIPAL AMOUNT:	U.S. $•
SPECIFIED CURRENCY:	U.S. dollars (“U.S. $” or “$”)
STATED MATURITY:	June 2, 2029 (the “Stated Maturity”)
ISSUE DATE:	•
CUSIP NO.:	71654QDL3
INTEREST PAYMENT DATES:	June 2 and December 2 of each year, commencing on December 2, 2022
PRINCIPAL PAYING AGENT AND TRANSFER AGENT:	Deutsche Bank Trust Company Americas
PAYING AGENTS AND TRANSFER AGENTS:	Deutsche Bank Luxembourg S.A.

Petróleos Mexicanos (herein called “Petróleos Mexicanos” or the “Issuer,” which terms include any successor entity under the Indenture hereinafter referred to), a productive state-owned company of the Federal Government (the “Mexican Government”) of the United Mexican States (“Mexico”), for value received, hereby promises, in accordance with and subject to the provisions set forth on the face and reverse hereof to pay to Cede & Co., or registered assigns, at the Stated Maturity specified above or on such earlier date as the same may become payable in accordance with the terms hereof, the principal amount specified above in the Specified Currency specified above or such other redemption amount as may be specified herein, and to pay in arrears on the dates specified herein interest on such principal amount at the rate or rates specified herein, until the principal amount hereof is paid or made available for payment.

Principal on the Notes will be repaid in two installments on June 2, 2028 and at the Stated Maturity (each an “Amortization Date”), as specified on the reverse hereof.

F-2

Unless defined herein, capitalized terms used herein shall have the meanings assigned to them on the reverse hereof and in the indenture dated as of January 27, 2009, between Petróleos Mexicanos, as the Issuer, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which expression shall include any successor to Deutsche Bank Trust Company Americas, in its capacity as such), as amended and supplemented by (i) the first supplemental indenture, dated as of June 2, 2009, entered into among the Issuer, the Trustee and Deutsche Bank AG, London Branch, as international paying and authenticating agent, (ii) the second supplemental indenture, dated as of October 13, 2009, entered into among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying and authenticating agent, and BNP Paribas (Suisse) SA, as an additional Swiss paying agent, (iii) the third supplemental indenture, dated as of April 10, 2012, entered into among the Issuer, the Trustee and Credit Suisse AG, as Swiss paying and authenticating agent, (iv) the fourth supplemental indenture, dated as of June 24, 2014, entered into between the Issuer and the Trustee, (v) the fifth supplemental indenture, dated as of October 15, 2014, entered into between the Issuer and the Trustee, (vi) the sixth supplemental indenture, dated as of December 8, 2015, entered into among the Issuer, the Trustee, BNP Paribas (Suisse) SA, as principal Swiss paying and authenticating agent, and Credit Suisse AG, as an additional Swiss paying agent, (vii) the seventh supplemental indenture, dated as of June 14, 2016, entered into among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying and authenticating agent, and UBS AG, as an additional Swiss paying agent, (viii) the eighth supplemental indenture, dated as of February 16, 2018, entered into between the Issuer and the Trustee, and (ix) the ninth supplemental indenture, dated as of June 4, 2018, entered into among the Issuer, the Trustee, BNP Paribas (Suisse) SA, as principal Swiss paying and authenticating agent, and UBS AG, as an additional Swiss paying agent (as amended and supplemented, the “Indenture”).

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

F-3

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Dated: •

PETRÓLEOS MEXICANOS

By:

Name:

Title:

CERTIFICATE OF AUTHENTICATION

This is one of the series of Securities designated herein issued under the within-mentioned Indenture.

Dated: •

DEUTSCHE BANK TRUST COMPANY AMERICAS
as Trustee
By:
	Authorized Signatory

[Signature Page to 8.750% Notes due 2029]

F-4

REVERSE OF NOTE

1. This Note is one of a duly authorized series of Securities of Petróleos Mexicanos (the “Issuer”) designated as its U.S. $1,984,688,669 8.750% Notes due 2029 (the “Notes”), issued and to be issued in accordance with an indenture dated as of January 27, 2009, between the Issuer and Deutsche Bank Trust Company Americas, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as amended and supplemented by (i) the first supplemental indenture, dated as of June 2, 2009, entered into among the Issuer, the Trustee and Deutsche Bank AG, London Branch, as international paying and authenticating agent, (ii) the second supplemental indenture, dated as of October 13, 2009, entered into among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying and authenticating agent, and BNP Paribas (Suisse) SA, as an additional Swiss paying agent, (iii) the third supplemental indenture, dated as of April 10, 2012, entered into among the Issuer, the Trustee and Credit Suisse AG, as Swiss paying and authenticating agent, (iv) the fourth supplemental indenture, dated as of June 24, 2014, entered into between the Issuer and the Trustee, (v) the fifth supplemental indenture, dated as of October 15, 2014, entered into between the Issuer and the Trustee, (vi) the sixth supplemental indenture, dated as of December 8, 2015, entered into among the Issuer, the Trustee, BNP Paribas (Suisse) SA, as principal Swiss paying and authenticating agent, and Credit Suisse AG, as an additional Swiss paying agent, (vii) the seventh supplemental indenture, dated as of June 14, 2016, entered into among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying and authenticating agent, and UBS AG, as an additional Swiss paying agent, (viii) the eighth supplemental indenture, dated as of February 16, 2018, entered into between the Issuer and the Trustee, and (ix) the ninth supplemental indenture, dated as of June 4, 2018, entered into among the Issuer, the Trustee, BNP Paribas (Suisse) SA, as principal Swiss paying and authenticating agent, and UBS AG, as an additional Swiss paying agent (as amended and supplemented, the “Indenture”), copies of which Indenture are on file and available for inspection at the designated Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York and, so long as the Notes are listed on the Luxembourg Stock Exchange and such Exchange shall so require, at the designated office of the Paying Agent in Luxembourg. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes are initially limited to an aggregate initial principal amount of U.S. $1,984,688,669, subject to increase as provided in Paragraph 10 below. Capitalized terms not otherwise defined herein or on the face of this Note shall have the meanings assigned to them in the Indenture.

The Notes are direct, unsecured and unsubordinated Public External Indebtedness (as defined in Paragraph 8 below) of the Issuer for money borrowed and will at all times rank pari passu with each other. The payment obligations of the Issuer under the Notes will, except as may be provided by applicable law and subject to Section 10.06 of the Indenture, at all times rank pari passu with all other present and future unsecured and unsubordinated Public External Indebtedness for money borrowed of the Issuer. The Notes are not obligations of, or guaranteed by, the United Mexican States (“Mexico”).

R-1

The Issuer’s payment obligations under the Notes and the Indenture will have the benefit of unconditional, joint and several guaranties (the “Guaranties”) as to payment of principal, interest and any other amounts payable by the Issuer under the Notes from each of Pemex Exploración y Producción, Pemex Transformación Industrial, Pemex Logística and their respective successors and assignees, each a productive state-owned company of the Federal Government (each, a “Guarantor” and, together, the “Guarantors”), pursuant to a guaranty agreement, dated July 29, 1996 (the “Guaranty Agreement”), among the Issuer and Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica, each a decentralized public entity and former subsidiary entity of Petróleos Mexicanos, whose rights and obligations under the Guaranty Agreement were expressly assumed by the Guarantors effective as of November 1, 2015. The Issuer has designated each of the Indenture and the Notes as obligations of the Issuer entitled to the benefits of the Guaranty Agreement, pursuant to certificates of designation, each dated January 27, 2009, January 14, 2010, December 22, 2010, January 22, 2013, January 31, 2014, January 22, 2015, January 25, 2016, February 9, 2017, April 17, 2018, October 28, 2019, December 30, 2021 and June 1, 2022, respectively (the “Certificates of Designation”).

The Notes are denominated in U.S. dollars. Payments on the Notes will be made in U.S. dollars. The Notes are issuable only in fully registered form, without interest coupons. The Notes are issuable in authorized denominations of U.S. $10,000 and integral multiples of U.S. $1.00 in excess thereof.

R-2

2. (a) The Notes will bear interest from the Issue Date specified on the face hereof or from the most recent Interest Payment Date on which interest has been paid or duly provided for, at an interest rate per annum equal to the Interest Rate specified on the face hereof, until the principal hereof has been paid or duly made available for payment. The interest on this Note shall be payable in arrears on June 2 and December 2 of each year (each, an “Interest Payment Date”), and shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Any payment on this Note due on any day which is not a Business Day in The City of New York or the place of payment need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the due date, and no interest shall accrue for the period from and after such due date. “Business Day,” as used herein with respect to any particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in such location are authorized or obligated by law to close in such location.

(b) Payments of principal and interest so payable, and punctually paid or duly provided for, on any Amortization Date or Interest Payment Date will, unless otherwise specified on the face hereof, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the 15th day (whether or not a Business Day) (the “Regular Record Date”) next preceding such Amortization Date or Interest Payment Date; provided that interest payable at the Stated Maturity will be payable to the person to whom principal shall be payable; and provided, further, that if this Note is a Global Security, any payment of principal or interest on this Note shall be made to the applicable Depositary or its nominee, as the registered owner hereof. Unless otherwise specified on the face hereof, the first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner on such next succeeding Regular Record Date. Any such principal or interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such defaulted principal or interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

(c) Payment of principal (and premium, if any) and any interest due with respect to the Notes on the Amortization Dates will be made in immediately available funds at the designated corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, or at the designated office of any other Paying Agent, provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. At the Stated Maturity, principal in respect of the Notes will be payable upon surrender of such Notes at the designated corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, or at the designated office of any other Paying Agent. Payments of principal (and premium, if any) and any interest in respect of this Note to be made other than at the Stated Maturity or upon redemption will be made by check mailed on or before the due date for such payments to the address of the persons entitled thereto as they appear in the Security Register; provided that (i) the applicable Depositary, as Holder of

R-3

the Global Securities, shall be entitled to receive payments of principal and interest by wire transfer of immediately available funds and (ii) a Holder of U.S. $10,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Notes having the same Amortization Date and/or Interest Payment Date, as applicable, shall be entitled to receive payments of principal and interest by wire transfer to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such person to the Paying Agent in writing no later than the relevant Regular Record Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note shall remain in effect with respect to any further payments with respect to such Note payable to such Holder.

3. (a) The Issuer shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange. The Issuer has initially appointed the designated Corporate Trust Office of the Trustee as its agent in the Borough of Manhattan, The City of New York, for such purpose and has agreed to cause to be kept at such office a register in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Notes and registration of transfers of Notes. The Issuer reserves the right to vary or terminate the appointment of the Trustee as security registrar or of any Transfer Agent or to appoint additional or other registrars or Transfer Agents or to approve any change in the office through which any security registrar or any Transfer Agent acts, provided that there will at all times be a security registrar in the Borough of Manhattan, The City of New York and, so long as the Notes are listed on the Luxembourg Stock Exchange and such Exchange shall so require, a Transfer Agent in Luxembourg.

(b) The transfer or exchange of a Note is registrable on the aforementioned register upon surrender of such Note at the designated Corporate Trust Office of the Trustee or any Transfer Agent duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing. Upon such surrender of a Note for registration of transfer, the Issuer shall execute one or more new Notes of any authorized denominations and of a like form, tenor and terms and a like aggregate principal amount, and the Trustee shall authenticate and deliver in the name of the designated transferee or transferees, such new Notes, dated the date of authentication thereof. At the option of the Holder upon request confirmed in writing, Notes may be exchanged for Notes of any authorized denominations and of a like form, tenor and terms and a like aggregate principal amount upon surrender of the Notes to be exchanged at the designated office of any Transfer Agent or at the designated corporate trust office of the Trustee. Whenever any Notes are so surrendered for exchange, the Issuer shall execute the Notes which the Holder making the exchange is entitled to receive, and the Trustee shall authenticate and deliver such Notes.

(c) Any registration of transfer or exchange will be effected upon the Transfer Agent or the Trustee, as the case may be, being satisfied with the documents of title and identity of the person making the request and subject to such reasonable regulations as the Issuer may from time to time agree with any Transfer Agents and the Trustee.

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(d) In the event of a redemption of Notes in part (if permitted by the provisions hereof), the Issuer shall not be required (i) to register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before, and continuing until, the date on which notice is given identifying the Notes to be redeemed, or (ii) to register the transfer of or exchange any Note, or portion thereof, called for redemption.

(e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp tax or other governmental charge payable in connection therewith, other than an exchange in connection with a partial redemption of a Note not involving any registration of a transfer.

Prior to due presentment of this Note for registration of transfer, the Issuer, each Guarantor, the Trustee and any agent of the Issuer, any Guarantor or the Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, any Guarantor, the Trustee nor any such agent shall be affected by any notice to the contrary.

4. The Issuer shall pay to the Trustee at its designated office in the Borough of Manhattan, The City of New York, on or prior to 11:00 a.m., New York City time, on each Interest Payment Date, any Amortization Date, any Redemption Date and at the Stated Maturity of the Notes, in such amounts sufficient (with any amounts then held by the Trustee and available for the purpose) to pay the interest on, the Redemption Price of and accrued interest (if the Redemption Date is not an Interest Payment Date) on, and the principal of, the Notes due and payable on such Interest Payment Date, Amortization Date, Redemption Date or Stated Maturity, as the case may be. The Trustee shall apply the amounts so paid to it to the payment of such interest, Redemption Price and principal in accordance with the terms of the Notes. Any monies paid by the Issuer to the Trustee for the payment of the principal, premium (if any) or interest on any Notes and remaining unclaimed at the end of two years after such principal (or premium, if any) or interest shall have become due and payable (whether at an Amortization Date, the Stated Maturity, upon call for redemption or otherwise) shall then be repaid to the Issuer upon its written request, and upon such repayment all liability of the Trustee with respect thereto shall cease, without, however, limiting in any way any obligation the Issuer may have to pay the principal of (and premium, if any) and interest on each Note as the same shall become due. Notwithstanding the foregoing, the right of the Holders to receive any payment of principal of (whether on an Amortization Date, at the Stated Maturity, upon call for redemption or otherwise) or interest on the Notes will become void at the end of five years after the due date for such payment.

5. (a) The Issuer will pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority of or in the foregoing with respect to the Indenture or the issuance of this Note. Except as otherwise provided herein, the Issuer shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein.

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(b) The Issuer, or, in the case of a payment by a Guarantor, such Guarantor, will pay to the Holder of this Note such additional amounts (“Additional Amounts”) as may be necessary in order that every net payment made by the Issuer or a Guarantor on this Note after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by Mexico or any political subdivision or taxing authority thereof or therein (“Mexican Withholding Taxes”), will not be less than the amount provided for in this Note and in the Indenture to be then due and payable on this Note. 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 the Holder of this Note but for the existence of any present or former connection between such Holder and Mexico or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (A) being or having been a citizen or resident thereof, (B) maintaining or having maintained an office, permanent establishment or branch therein, or (C) 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, this Note; (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 such Holder 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 (A) the first payment date with respect to which the Issuer or a Guarantor shall apply this clause (iii) and, (B) 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 Issuer or a Guarantor, as the case may be, shall have notified the Trustee in writing that the Holders of Notes 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 Holder has failed to provide on a timely basis, at the reasonable request of the Issuer, information or documentation (not described in clause (iii) above) concerning such Holder’s eligibility, if any, for benefits under an income tax treaty that is in effect 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 by such Holder of this Note 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; (vi) any payment on this Note to any Holder 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 Holder of this Note or (vii) a Note presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union. All references in this Note or in the Indenture to principal, premium, if any, interest and Redemption Price or any other amount payable under or with respect to the Notes 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 paragraph (b).

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(c) Notwithstanding the foregoing, the limitations on the Issuer’s and the Guarantors’ obligation to pay Additional Amounts set forth in clauses (iii) and (iv) of paragraph (b) above shall 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 Holder or beneficial owner of this Note (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 United States-Mexico Income Tax Treaty), regulation (including proposed regulations) and administrative practice. In addition, the limitations on the Issuer’s and the Guarantors’ obligation to pay Additional Amounts set forth in clauses (iii) and (iv) of paragraph (b) above shall not apply if Article 166, Section II, paragraph a) of the Mexican Income Tax Law (or a substantially similar successor of such provision) is in effect, unless (A) the provision of the certification, identification, information, documentation, declaration or other evidence described in clauses (iii) and (iv) is expressly required by statute, regulation, general rules or administrative practice in order to apply Article 166, Section II, paragraph a) of the Mexican Income Tax Law (or a substantially similar successor of such provision), the Issuer or the applicable Guarantor cannot obtain such certification, identification, information, documentation, declaration or evidence, or satisfy any other reporting requirements, on its own through reasonable diligence and the Issuer or the applicable Guarantor otherwise would meet the requirements for application of Article 166, Section II, paragraph a) of the Mexican Income Tax Law (or such successor provision) or (B) in the case of a Holder or beneficial owner of a Note that is a pension fund or other tax-exempt organization, such Holder or beneficial owner would be subject to Mexican Withholding Taxes at a rate less than that provided by Article 166, 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) of paragraph (b) above were provided. In addition, clauses (iii) and (iv) of paragraph (b) 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 Holder or beneficial owner of this Note register with the Ministry of Finance and Public Credit of Mexico for the purpose of establishing eligibility for an exemption from or reduction of Mexican Withholding Taxes.

(d) The Issuer or a Guarantor, as the case may be, will, upon written request, provide the Trustee, the Holders and the Paying Agents with a duly certified or authenticated copy of an original receipt of the payment of Mexican Withholding Taxes which such Issuer or Guarantor has withheld or deducted in respect of any payments made under or with respect to the Notes or the Guaranties, as the case may be.

(e) Any reference herein or in the Indenture to principal, interest, Redemption Price or any other amount payable under or with respect to the Notes will be deemed also to refer to any Additional Amounts which may be payable under the undertakings referred to herein.

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(f) In the event that Additional Amounts actually paid with respect to this Note are based on rates of deduction or withholding of Mexican Withholding Taxes in excess of the appropriate rate applicable to the Holder or beneficial owner of this Note, and, as a result thereof, such Holder or beneficial owner is entitled to make a claim for a refund or credit of such excess, then such Holder or beneficial holder shall, by accepting this Note, 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 the Issuer or the applicable Guarantor, as the case may be. However, by making such assignment, the Holder or beneficial owner makes no representation or warranty that the Issuer or the applicable Guarantor, as the case may be, will be entitled to receive such claim for a refund or credit and such Holder or beneficial owner incurs no other obligation with respect thereto.

6. (a) Unless previously redeemed, purchased or canceled, principal on the Notes will be repaid in two installments on the Amortization Dates. Principal payments shall be calculated as follows: the aggregate amount of each principal payment on the Notes shall equal the principal amount outstanding as of any Amortization Date, divided by the number of remaining principal installments from and including such Amortization Date to and including the Stated Maturity (each an “Amortization Amount”). To the extent necessary, principal payments may be rounded down to the nearest whole number, with any difference being paid at the Stated Maturity. References to “principal” shall, unless the context requires otherwise, be deemed to include any Amortization Amount and references to the “due date” for payment shall, unless the context requires otherwise, be deemed to include any Amortization Date. The outstanding principal amount of the Notes shall be reduced by the applicable Amortization Amount for all purposes with effect from the relevant Amortization Date, unless the payment of the relevant Amortization Amount is improperly withheld or refused. If the payment of the relevant Amortization Amount is improperly withheld or refused, the relevant principal amount will remain outstanding until whichever is the earlier of (a) the day on which all sums due in respect of such Notes up to that day are received by or on behalf of the relevant Holders and (b) the Business Day after the Trustee has given notice to the Holders of receipt of all sums due in respect of all Notes up to that Business Day.

(b) The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, together, if applicable, with interest accrued to but excluding the date fixed for redemption, at par on giving not less than 30 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), if:

(i) the Issuer or any Guarantor certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts in excess of the Additional Amounts that it would be obligated to pay if payments (including payments of interest) on the Notes (or payments under the Guaranties with respect to interest on the Notes) were subject to Mexican Withholding Tax at a 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 the date of issuance of the Notes; and

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(ii) prior to the publication of any notice of redemption, the Issuer or any Guarantor shall deliver to the Trustee an Officer’s Certificate stating that the obligation referred to in (i) above cannot be avoided by the Issuer or such Guarantor, as the case may be, taking reasonable measures available to it, and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out in (i) above in which event it shall be conclusive and binding on the Holders of the Notes; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or such Guarantor, as the case may be, would be obligated but for such redemption to pay such Additional Amounts were a payment in respect of the Notes then due and, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect.

(c) The Notes are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, in whole or in part, at any time or from time to time prior to the Stated Maturity, as specified below.

(i) Prior to the Par Call Date (as defined below), in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (A) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (B) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

(ii) On or after the Par Call Date, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest on the principal amount of the Notes to the date of redemption.

“Par Call Date” means April 2, 2029 (the date that is two months prior to the stated maturity of the Notes).

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

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The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period (the “Remaining Life”) from the redemption date to the date that reflects the remaining weighted average life of the Notes (assuming the last amortization payment on the Notes is made on the Par Call Date) (the “WAL Date”) ; or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the WAL Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the WAL Date, as applicable. If there is no United States Treasury security maturing on the WAL Date but there are two or more United States Treasury securities with a maturity date equally distant from the WAL Date, one with a maturity date preceding the WAL Date and one with a maturity date following the WAL Date, the Issuer shall select the United States Treasury security with a maturity date preceding the WAL Date. If there are two or more United States Treasury securities maturing on the WAL Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this and the preceding paragraphs, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

7. [Reserved].

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8. If any of the following events (each, an “Event of Default”) occurs and is continuing, the Trustee, if so requested in writing by Holders of at least 20% in principal amount of the Notes then outstanding, shall give notice to the Issuer that the Notes are, and they shall immediately become, due and payable at their principal amount together with accrued interest:

(a) Non-Payment: default is made in payment of principal (or any part thereof) of or any interest on any of the Notes when due and such failure continues, in the case of non-payment of principal for seven days, or, in the case of non-payment of interest, for fourteen days after the due date; or

(b) Breach of Other Obligations: the Issuer defaults in performance or observance of or compliance with any of its other obligations set out in the Notes or the Guaranties or (insofar as it concerns the Notes or the Guaranties) the Indenture which default is incapable of remedy or, if capable of remedy, is not remedied within 30 days after written notice of such default shall have been given to the Issuer and the Guarantors by the Trustee; or

(c) Cross-Default: default by the Issuer or any of the Issuer’s Material Subsidiaries (as defined below) or the Guarantors or any of them or any of their respective Material Subsidiaries in the payment of the principal of, or interest on, any Public External Indebtedness (as defined below) of, or guaranteed by, the Issuer or any of the Issuer’s Material Subsidiaries or the Guarantors or any of them or any of their respective Material Subsidiaries, in an aggregate principal amount exceeding U.S. $40,000,000 or its equivalent, when and as the same shall become due and payable, if such default shall continue for more than the period of grace, if any, originally applicable thereto; or

(d) Enforcement Proceedings: a distress or execution or other legal process is levied or enforced or sued out upon or against any substantial part of the property, assets or revenues of the Issuer or any of the Issuer’s Material Subsidiaries or the Guarantors or any of them or any of their respective Material Subsidiaries and is not discharged or stayed within 60 days of having been so levied, enforced or sued out; or

(e) Security Enforced: an encumbrancer takes possession or a receiver, manager or other similar officer is appointed of the whole or any substantial part of the undertaking, property, assets or revenues of the Issuer or any of the Issuer’s Material Subsidiaries or the Guarantors or any of them or any of their respective Material Subsidiaries; or

(f) Insolvency: the Issuer or any of the Issuer’s Material Subsidiaries or the Guarantors or any of them or any of their respective Material Subsidiaries becomes insolvent or is generally unable to pay its debts as they mature or applies for or consents to or suffers the appointment of an administrator, liquidator, receiver or similar officer of the Issuer or any of the Issuer’s Material Subsidiaries or the Guarantors or any of them or any of their respective Material Subsidiaries or the whole or any substantial part of the undertaking, property, assets or revenues of the Issuer or any of the Issuer’s Material Subsidiaries or the Guarantors or any of them or any of their respective Material Subsidiaries or takes any proceeding under any law for a readjustment or deferment of its obligations or any part of them for insolvency, bankruptcy, concurso mercantil, reorganization, dissolution or liquidation or makes or enters into a general assignment or an arrangement or composition with or for the benefit of its creditors or stops or threatens to cease to carry on its business or any substantial part of its business; or

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(g) Winding-up: an order is made or an effective resolution passed for winding up the Issuer or any of the Issuer’s Material Subsidiaries or the Guarantors or any of them or any of their respective Material Subsidiaries; or

(h) Moratorium: a general moratorium is agreed or declared in respect of any External Indebtedness (as defined below) of the Issuer or any of the Issuer’s Material Subsidiaries or the Guarantors or any of them or any of their respective Material Subsidiaries; or

(i) Authorization and Consents: any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorization, exemption, filing, license, order, recording or registration) at any time required to be taken, fulfilled or done in order (i) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under such Notes, the Indenture and the Guaranty Agreement or any of the Guarantors lawfully to enter into, perform and comply with its obligations under the Guaranty Agreement in relation to such Notes and (ii) to ensure that those obligations are legally binding and enforceable, is not taken, fulfilled or done within 30 days of its being so required; or

(j) Illegality: it is or becomes unlawful for (i) the Issuer to perform or comply with one or more of its obligations under any of such Notes, the Indenture or the Guaranty Agreement or (ii) the Guarantors or any of them to perform or comply with one or more of its obligations under the Guaranty Agreement with respect to such Notes; or

(k) Control: the Issuer ceases to be a public-sector entity of the Mexican Government or the Mexican Government otherwise ceases to control the Issuer or any Guarantor; or the Issuer or any of the Guarantors shall be dissolved, disestablished or suspends its respective operations, and such dissolution, disestablishment or suspension of operations is material in relation to the business of the Issuer and the Guarantors taken as a whole; or the Issuer, the Guarantors, and entities that they control cease to be, in the aggregate, the primary public-sector entities that conduct on behalf of Mexico the activities of exploration, extraction, refining, transportation, storage, distribution and first-hand sale of crude oil and exploration, extraction, production and first-hand sale of gas; for purposes of this provision, the term “primary” refers to the production of at least 75% of the barrels of oil equivalent of crude oil and gas produced by public-sector entities in Mexico; or

(l) Disposals:

(i) the Issuer ceases to carry on all or a substantial part of its business, or sells, transfers or otherwise disposes (whether voluntarily or involuntarily) of all or substantially all of its assets (whether by one transaction or a series of transactions whether related or not) other than (A) solely in connection with the implementation of the Ley de Petróleos Mexicanos (the “Petróleos Mexicanos Law”) or (B) to a Guarantor; or

(ii) any Guarantor ceases to carry on all or a substantial part of its business, or sells, transfers or otherwise disposes (whether voluntarily or involuntarily) of all or substantially all of its assets (whether by one transaction or a series of transactions whether related or not) and such cessation, sale, transfer or other disposal is material in relation to the business of the Issuer and the Guarantors taken as a whole; or

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(m) Analogous Events: any event occurs which under the laws of Mexico has an analogous effect to any of the events referred to in paragraphs (d) to (g) above; or

(n) Guaranties: the Guaranty Agreement is not (or is claimed by the Issuer or any of the Guarantors not to be) in full force and effect.

“External Indebtedness” means Indebtedness which is payable, or at the option of its Holder may be paid, (i) in a currency or by reference to a currency other than the currency of Mexico, (ii) to a person resident or having its head office or its principal place of business outside Mexico and (iii) outside the territory of Mexico.

“Guarantee” means any obligation of a person to pay the Indebtedness of another person, including without limitation:

(i) an obligation to pay or purchase such Indebtedness; or

(ii) an obligation to lend money or to purchase or subscribe for shares or other securities or to purchase assets or services in order to provide funds for the payment of such Indebtedness; or

(iii) any other agreement to be responsible for such Indebtedness.

“Indebtedness” means any obligation (whether present or future, actual or contingent) for the payment or repayment of money which has been borrowed or raised (including money raised by acceptances and leasing).

“Material Subsidiaries” means, at any time, each of the Guarantors and any Subsidiary of the Issuer or any of the Guarantors having, as of the end of the most recent fiscal quarter of the Issuer, total assets greater than 12% of the total assets of the Issuer, the Guarantors and their Subsidiaries on a consolidated basis.

“Public External Indebtedness” means any External Indebtedness which is in the form of, or represented by, notes, bonds or other securities which are for the time being quoted, listed or ordinarily dealt in on any stock exchange.

“Subsidiary” means, in relation to any person, any other person (whether or not now existing) which is controlled directly or indirectly by, or more than 50 percent of whose issued equity share capital (or equivalent) is then held or beneficially owned by, the first person and/or any one or more of the first person’s Subsidiaries, and “control” means the power to appoint the majority of the members of the governing body or management of, or otherwise to control the affairs and policies of, that person.

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After any such acceleration has been made, but before a judgment or decree for the payment of money due based on acceleration has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind and annul such acceleration if all Events of Default, other than the non-payment of the principal of the Notes that have become due solely by such declaration of acceleration have been cured or waived as provided in the Indenture.

9. The Indenture permits, with certain exceptions as therein provided, amendments, modifications and supplements of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture and the Notes at any time to be made by the Issuer and the Trustee with the consent of the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture or the Notes and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

10. The Issuer may from time to time without the consent of any Holder of Notes create and issue additional notes having the same terms and conditions as Notes previously issued (or the same except the first payment of interest or the issue price), which additional notes may be consolidated to form a single series with the outstanding Notes; provided that such additional notes do not have, for purposes of U.S. federal income taxation, a greater amount of original issue discount than the Notes have as of the date of the issue of such additional notes.

11. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligations of the Issuer, which are absolute and unconditional, to pay the principal and premium (if any) of and interest on this Note (as such Notes may be amended, modified, supplemented or waived, as provided in the Indenture) at the times, place and rate, and in the coin or currency, herein prescribed.

12. THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants                      in common	UNIF GIFT MIN ACT -_____ Custodian _____                     (Cust)                         (Minor)
TEN ENT - as tenants by                     the entireties	Under Uniform Gifts                     to Minors Act
JT TEN -     as joint tenants with                     right of survivorship and                     not as tenants in common	State

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sell(s),

assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

  IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address

including postal zip code of assignee

the within note and all rights thereunder,

hereby irrevocably constituting and appointing

___________________________________________________ attorney to transfer said note on the books of Petróleos Mexicanos, with full power of substitution in the premises.

Dated: _________________

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.

R-15

EX-4.22

Exhibit 4.22

Execution Version

Petróleos Mexicanos

1,984,688,669.00 8.750% Notes due 2029

Issued Under U.S.$ 125,000,000,000 Medium-Term Notes Program, Series C

jointly and severally guaranteed by

Pemex Exploración y Producción, Pemex Transformación Industrial, Pemex Logística

and their respective successors and assignees

Exchange and Registration Rights Agreement

June 2, 2022

To the Supporting Creditors listed in Annex 1 hereto.

Ladies and Gentlemen:

Petróleos Mexicanos (the “Issuer”), a productive state-owned company of the Federal Government of the United Mexican States (“Mexico”), proposes to issue to you (collectively, the “Supporting Creditors”) upon the terms set forth in each of the Obligation Recognition and Repayment Agreements (as defined herein) its 8.750% Notes due 2029 (the “Notes”), which are jointly and severally guaranteed by Pemex Exploración y Producción, Pemex Transformación Industrial, Pemex Logística and their respective successors and assignees (each a “Guarantor” and, collectively, the “Guarantors”), each of which is a productive state-owned company of the Federal Government of Mexico. As an inducement to the Supporting Creditors to enter into each of the Obligation Recognition and Repayment Agreements, and in satisfaction of a condition to the obligations of the Supporting Creditors thereunder for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein), the Issuer agrees with the Supporting Creditors, as follows:

1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

“Additional Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

“Advice” shall have the meaning assigned thereto in Section 3(h) hereof.

“Agreement” shall mean this Exchange and Registration Rights Agreement.

“Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

“broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“Effective Time” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder of Registrable Securities who has returned a completed and signed Notice and Questionnaire to the Issuer in accordance with Section 3(d)(ii) hereof.

“Event Date” shall have the meaning assigned thereto in Section 2(c) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

“Exchange Offer Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Offers” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.

“Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

“Guaranties” shall have the meaning assigned thereto in the definition of “Securities” in this Section 1.

“Guarantor” shall have the meaning assigned thereto in the first paragraph hereof.

“Guaranty Agreement” shall have the meaning assigned thereto in the definition of “Securities” in this Section 1.

“holder” shall mean any person who acquires Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

“Indenture” shall mean the Indenture, dated as of January 27, 2009, between the Issuer and the Trustee, as amended and supplemented by: (i) the first supplemental indenture, dated as of June 2, 2009, among the Issuer, the Trustee and Deutsche Bank AG, London Branch, as international paying and authenticating agent, (ii) the second supplemental indenture, dated as of October 13, 2009, among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying and authenticating agent, and BNP Paribas (Suisse) SA, as an additional Swiss paying agent,

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(iii) the third supplemental indenture, dated as of April 10, 2012, among the Issuer, the Trustee and Credit Suisse AG, as Swiss paying and authenticating agent, (iv) the fourth supplemental indenture, dated as of June 24, 2014, between the Issuer and the Trustee, (v) the fifth supplemental indenture, dated as of October 15, 2014, between the Issuer and the Trustee, (vi) the sixth supplemental indenture, dated as of December 8, 2015, among the Issuer, the Trustee, BNP Paribas (Suisse) SA, as principal Swiss paying and authenticating agent, and Credit Suisse AG, as an additional Swiss paying agent, (vii) the seventh supplemental indenture, dated as of June 14, 2016, among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying and authenticating agent, and UBS AG, as an additional Swiss paying agent, (viii) the eighth supplemental indenture, dated as of February 16, 2018, between the Issuer and the Trustee, and (ix) the ninth supplemental indenture, dated as of June 4, 2018, among the Issuer, the Trustee, BNP Paribas (Suisse) SA, as principal Swiss paying and authenticating agent and UBS AG, as an additional Swiss paying agent, and as the same shall be further amended from time to time.

“Issuer” shall have the meaning assigned thereto in the first paragraph hereof.

“Mexico” shall have the meaning assigned thereto in the first paragraph hereof.

“Notice and Questionnaire” shall mean a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

“Obligation Recognition and Repayment Agreements” shall mean each of that certain agreements entered into as of May 31, 2022 by and between the Company and the supporting creditor signatory thereto.

“person” shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when: (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided further, however, that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until the earlier of the resale of such Registrable Security or the expiration of the 180-day period referred to in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective, and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Issuer or pursuant to the Indenture; (iv) such Security is freely transferable pursuant to Rule 144; or (v) such Security shall cease to be outstanding.

“Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.

“Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

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“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

“Restricted Holder” shall mean (i) a holder that is an affiliate of the Issuer within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business or (iii) a holder who is engaged in, or intends to engage in, or has arrangements or understandings with any person to participate in, the Exchange Offers for the purpose of distributing Exchange Securities.

“Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

“Securities” shall mean the Notes (CUSIP Nos.: 71654QDJ8 (144A), P7S08VCA7 (Regulation S), and 71654QDK5 (Accredited Investors)) to be issued to the Supporting Creditors, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the guaranties (the “Guaranties”) provided for in the guaranty agreement, dated as of July 29, 1996, among the Issuer and each of the Guarantors (the “Guaranty Agreement”) and, unless the context otherwise requires, any reference herein to “Securities,” “Exchange Securities” or “Registrable Securities” shall include a reference to the related Guaranties.

“Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

“Settlement Date” shall mean the date on which the Registrable Securities are initially issued.

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

“Supporting Creditors” shall have the meaning assigned thereto in the first paragraph hereof.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

“Trustee” shall mean Deutsche Bank Trust Company Americas.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

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2. Registration Under the Securities Act.

(a) Except as set forth in Section 2(b) below, the Issuer agrees to use its best efforts to file or cause to be filed under the Securities Act, as soon as practicable, but no later than on or before September 30, 2022, a registration statement relating to offers to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offers, the “Exchange Offers”) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantors, which debt securities and guaranties are substantially identical to the Securities and the related Guaranties, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act, and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called the “Exchange Securities”). The Issuer agrees to use its best efforts to cause the Exchange Offer Registration Statement to become effective by the Commission under the Securities Act as soon as practicable, but no later than March 1, 2023. The Exchange Offers will be registered under the Securities Act on the appropriate form and will comply with all applicable rules and regulations under the Exchange Act. The Issuer further agrees to use its best efforts to commence and complete the Exchange Offers promptly, but no later than April 5, 2023, hold the Exchange Offers open for at least 20 business days and issue and deliver Exchange Securities in exchange for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offers. Each holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in, and in accordance with the terms of, the Exchange Offers will be required to make certain customary representations in connection therewith, including representations that such holder is not a Restricted Holder. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offers, it being the objective of such Exchange Offers that each holder (other than a Restricted Holder) electing to participate in the Exchange Offers will receive Exchange Securities that are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America. The Exchange Offers shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offers and (ii) the Issuer having exchanged, pursuant to the Exchange Offers, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offers, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offers. The Issuer agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offers and ending upon the earlier of the expiration of the 180^th day after the Exchange Offers have been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

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(b) If (i) on or prior to the time the Exchange Offers are completed, existing Commission interpretations are changed such that the debt securities or the related guaranties received by holders other than Restricted Holders in the Exchange Offers for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offers have not been completed on or before April 5, 2023 or (iii) any holder notifies the Issuer prior to 20 days after the consummation of the Exchange Offers that (A) based on the advice of counsel, due to a change in law or Commission policy it may not resell the Exchange Securities acquired by it in the Exchange Offers to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (B) it is a purchaser and owns Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer or (C) on or prior to the consummation of the Exchange Offers existing laws, regulations and/or applicable Commission interpretations have been changed such that the holders of at least a majority in aggregate principal amount of the Registrable Securities would not be able to resell the Exchange Securities acquired by them in, and in accordance with the terms of, the Exchange Offers to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, the Issuer shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offers contemplated by Section 2(a), use its best efforts to file or cause to be filed under the Securities Act as soon as practicable, but no later than the later of March 1, 2023 or 20 business days after the time such obligation to file arises (but in no event prior to August 1 or after September 30 of any calendar year), a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”).

The Issuer agrees to use its best efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 60 days after such filing was required to be made hereunder (but in no event prior to August 1 or after September 30 of any calendar year) and (y) to keep such Shelf Registration Statement continuously effective for a period of one year (or, if shorter, the period after which Rule 144(d) generally becomes available to non-affiliates of the Issuer) from the effective date of the Shelf Registration Statement (subject to extension pursuant to Sections 2(d) and 3(h)); provided, however, that if such Shelf Registration Statement has been filed solely at the request of the Supporting Creditors pursuant to clause (iii)(B) of this Section 2(b), the Issuer shall only be required to use its best efforts to keep such Shelf Registration Statement continuously effective for a period of one year from the date of issuance of the Securities (subject to extension pursuant to Sections 2(d) and 3(h)) or until all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding; provided further, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder. The Issuer further agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuer agrees to furnish to each Electing Holder copies of any such supplement or amendment promptly after its being used or promptly following its filing with the Commission.

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(c) If (i) the Exchange Offer Registration Statement (or a Shelf Registration Statement in lieu thereof) is not filed on or before September 30, 2022, (ii) the Exchange Offer Registration Statement (or a Shelf Registration Statement in lieu thereof) is not declared effective by the Commission on or before March 1, 2023, (iii) the Exchange Offers are not consummated on or before April 5, 2023, (iv) a Shelf Registration Statement required to be filed is not filed on or before the date specified above for such filing, (v) a Shelf Registration Statement otherwise required to be filed is not declared effective on or before the date specified above for effectiveness thereof or (vi) a Shelf Registration Statement is declared effective but thereafter, subject to certain exceptions, ceases to be effective or usable (whether due to a stop order or otherwise) in connection with resales of Registrable Securities during the period specified in Section 2(b) above (each such event referred to in clauses (i) through (vi) above, a “Registration Default”), then, in the case of a Registration Default referred to in clause (i), (ii) or (iii) above, the interest rate on all Registrable Securities or, in the case of a Registration Default referred to in clause (iv), (v) or (vi) above, the interest rate on the Registrable Securities to which such Registration Default relates, will increase by 0.25% per annum with respect to each 90-day period that passes until all such Registration Defaults have been cured, up to a maximum amount of 1.00% per annum (“Additional Interest”); provided, however, that such Additional Interest will cease to accrue at the later of (i) the date on which the Securities become freely transferable pursuant to Rule 144 and (ii) the date on which the Barclays Capital U.S. Aggregate Bond Index is modified to permit the inclusion of freely transferable securities that have not been registered under the Securities Act. Upon the cure of any such Registration Default, the interest rate borne by the Registrable Securities shall be reduced thereafter by the full amount of any such increase or increases that resulted from such Registration Default.

The Issuer shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the holders, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record holder entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

(d) Any Exchange Offer Registration Statement pursuant to Section 2(a) and any Shelf Registration Statement pursuant to Section 2(b) will not be deemed to have become effective unless it has been declared effective by the Commission; provided, however, that, if after it has been declared effective, the offering of Securities pursuant to a Shelf Registration Statement is subject to any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement will be deemed not to have been effective for such Securities during the period it was so subject, until the offering of such Securities pursuant to such Registration Statement may legally resume.

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In no event shall the Issuer be deemed to be in breach of its obligations under the second paragraph of Section 2(b) nor shall a Registration Default described in Section 2(c)(vi) be deemed to have occurred (i) as a result of any action required by applicable law which renders the Issuer unable to comply with the Commission disclosure requirements or (ii) if compliance with its obligations under this Agreement to maintain the effectiveness of, supplement or amend any Registration Statement, upon advice of U.S. counsel to the Issuer, would require additional disclosure of material non-public information by the Issuer or its subsidiaries as to which, and so long as, the Issuer or its subsidiaries has a bona fide business purpose in preserving its confidentiality; provided, however, that the maximum period of time during which the Issuer shall be entitled to postpone the effectiveness, supplementing or amending of any Registration Statement pursuant to clause (ii) of this paragraph shall be 45 calendar days; provided, further, that (x) upon the exercise of its right under clause (ii) of this paragraph to postpone the effectiveness, supplementing or amending of any such Registration Statement, the Issuer shall give the holders prompt written notice of such exercise and an approximation of the anticipated length of such postponement and (y) after the exercise of its right under clause (ii) of this paragraph to postpone the effectiveness, supplementing or amending of any such Registration Statement, the Issuer shall not, within six months of the expiration of any such postponement, exercise again its right of postponement under clause (ii) of this paragraph. The holders hereby acknowledge that any notice given by the Issuer pursuant to this paragraph may constitute material non-public information and that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of the company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

(e) The Issuer shall take all actions necessary or advisable to cause the Guaranties to be registered under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

(f) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

3. Registration Procedures.

If the Issuer files a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

(a) At or before the Effective Time of the Exchange Offers or the Shelf Registration, as the case may be, the Issuer shall cause the Indenture to be qualified under the Trust Indenture Act.

(b) In the event that such qualification would require the appointment of a new trustee under the Indenture, the Issuer shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

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(c) In connection with the Issuer’s obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Issuer shall, as soon as practicable (or as otherwise specified):

(i) prepare and file with the Commission, as soon as practicable but no later than September 30, 2022, an Exchange Offer Registration Statement on any form which may be utilized by the Issuer and which shall permit the Exchange Offers and use its best efforts to cause such Exchange Offer Registration Statement to become effective as soon as practicable thereafter, but no later than March 1, 2023;

(ii) prepare and file with the Commission such amendments and supplements to such Exchange Offer Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Offer Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Offer Registration Statement, and promptly provide each broker-dealer holding Exchange Securities that has identified itself to the Issuer as such with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

(iii) promptly notify each broker-dealer that has identified itself to the Issuer as such and requested copies of the prospectus included in such registration statement, and confirm such advice in writing, (A) when such Exchange Offer Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Offer Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the Commission or by the blue sky or securities commissioner or regulator of any state for amendments or supplements to such Exchange Offer Registration Statement or prospectus or for additional information after such Exchange Offer Registration Statement has become effective, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Offer Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Issuer contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Offer Registration Statement, prospectus, prospectus amendment or supplement or post-effective prospectus amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and each such broker-dealer agrees to suspend use of such prospectus, prospectus amendment or supplement or post-effective amendment until the Issuer has amended or supplemented the prospectus to correct such misstatement or omission;

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(iv) in the event that the Issuer would be required, pursuant to Section 3(c)(iii)(F) above, to notify each broker-dealer holding Exchange Securities that has identified itself to the Issuer as such, without delay prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(v) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Offer Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(vi) use its best efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offers, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities that has identified itself to the Issuer as such to consummate the disposition thereof in such jurisdictions; provided, however, that the Issuer shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders; and

(vii) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders, as soon as practicable but no later than 24 months after the effective date of such Exchange Offer Registration Statement, an earnings statement of the Issuer and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuer, Rule 158 thereunder) (it being understood that the Issuer may satisfy its obligations under this clause through the filing of its annual report on Form 20-F for the first full fiscal year after such effective date).

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(d) In connection with the Issuer’s obligations with respect to the Shelf Registration, if applicable, the Issuer shall, as soon as practicable (or as otherwise specified):

(i) prepare and file with the Commission, as soon as practicable but in any case within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Issuer and which shall register all of the Registrable Securities for resale by the Electing Holders in accordance with such method or methods of disposition as may be specified by such Electing Holders and use its best efforts to cause such Shelf Registration Statement to become effective as soon as practicable but in any case within the time periods specified in Section 2(b);

(ii) not less than 15 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Issuer by the deadline for response set forth therein; provided, however, that holders of Registrable Securities shall have at least 15 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Issuer;

(iii) prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or promptly after its being used or filed with the Commission;

(iv) before filing any Shelf Registration Statement or prospectus and each amendment or supplement thereto, provide (A) the Electing Holders, (B) the managing underwriters (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) counsel for any such managing underwriter or agent and (D) not more than one counsel for all of the Electing Holders, the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto;

(v) for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Issuer’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(iv) above who shall certify to the Issuer that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information

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and books and records of the Issuer, and cause the officers, employees, counsel and independent certified public accountants of the Issuer to respond to such inquiries, as shall be reasonably necessary, in the reasonable judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Issuer as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Issuer prompt prior written notice of such requirement) unless such release is against Mexican law, or (C) in an opinion addressed to the Issuer of counsel experienced in such matters and approved by the Issuer, such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(vi) promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the Commission and by the blue sky or securities commissioner or regulator of any state for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information after such Shelf Registration has become effective, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Issuer contemplated by Section 3(d)(xiii) or Section 5 or contained in any underwriting agreement or similar agreement relating to the offering cease to be true and correct in all material respects, (E) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

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(vii) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

(viii) if requested by any managing underwriter or underwriters, or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, or such Electing Holder specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such Electing Holder or to any underwriters, the name and description of such Electing Holder or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(ix) furnish to each Electing Holder, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(iv) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless reasonably so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Issuer hereby consents (subject to Section 3(h)) to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Issuer, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

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(x) use best efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder and each underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that the Issuer shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(x), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

(xi) unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities;

(xii) enter into one or more underwriting agreements, engagement letters, agency agreements, “best efforts” underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding shall request in order to expedite or facilitate the disposition of such Registrable Securities;

(xiii) whether or not an agreement of the type referred to in Section 3(d)(xii) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain opinions of counsel customary for a public offering of Securities to the Issuer in customary form and covering such matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or, in the event there are no managing underwriters, the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed to the managing underwriters (if any) or such Electing Holder or Electing Holders and dated the effective date of such Shelf Registration Statement; (C) obtain a “cold comfort” letter or letters from the independent certified public accountants of the Issuer addressed to the managing underwriters (if any) or, in the event there are no managing underwriters, use reasonable efforts to have such letters addressed to the selling Electing Holders, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as may be reasonably requested by any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding or the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5 hereof and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Issuer; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6 hereof;

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(xiv) notify in writing each holder of Registrable Securities of any proposal by the Issuer to amend or waive any provision of this Agreement pursuant to Section 9(g) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xv) in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of the Financial Industry Regulatory Authority (“FINRA”, formerly the National Association of Securities Dealers, Inc.) or any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and

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(xvi) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but, in any event, not later than 24 months after the effective date of such Shelf Registration Statement, an earnings statement of the Issuer and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuer, Rule 158 thereunder) (it being understood that the Issuer may satisfy its obligations under this clause through the filing of its annual report on Form 20-F for the first full fiscal year after such effective date).

(e) In the event that the Issuer would be required, pursuant to Section 3(d)(vi)(F) above, to notify the Electing Holders and the managing underwriters, if any, thereof, the Issuer shall without delay prepare and furnish to each of the Electing Holders and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Issuer pursuant to Section 3(d)(vi)(F) above, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Issuer, such Electing Holder shall deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

(f) In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Issuer may require such Electing Holder to furnish to the Issuer such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Securities as the Issuer may, after consulting with counsel, determine is required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Issuer as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Issuer or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Issuer any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

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(g) Until the expiration of one year after the Settlement Date, the Issuer will not, and will not permit any of the Issuer’s direct and indirect subsidiaries or the Guarantors to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

(h) In the case of a Shelf Registration Statement or the notification of the Issuer by broker-dealers seeking to sell Exchange Securities and required to deliver prospectuses that will be utilizing the prospectus contained in the Exchange Offer Registration Statement, each holder agrees that, upon receipt of any notice from the Issuer of (i) the happening of any event of the kind described in any of clauses (B) – (F) of Section 3(d)(vi) or (ii) the exercise of the Issuer’s right, under clause (ii) of the second paragraph of Section 2(d), to postpone the effectiveness, supplementing or amending of any such Registration Statement, such holder will forthwith discontinue disposition of Securities pursuant to the applicable Registration Statement until such holder receives the copies of the supplemented or amended prospectus contemplated by Section 3(c)(iv) or Section 3(e) or until such holder is advised in writing (the “Advice”) by the Issuer that the use of the applicable prospectus may be resumed, and, if so directed by the Issuer, such holder will deliver to the Issuer (at the Issuer’s expense) all copies in such holder’s possession, other than permanent file copies, of the prospectus covering such Securities current at the time of receipt of such notice. If the Issuer shall give any such notice to suspend the disposition of any Securities pursuant to a Registration Statement, the Issuer shall use its best efforts to file a supplement or an amendment to the Registration Statement and, in the case of an amendment, have such amendment declared effective as soon as practicable and shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days in the period from and including the date of the giving of such notice to and including the date when the Issuer shall have made available to the holders (i) copies of the supplemented or amended prospectus necessary to resume such dispositions or (ii) the Advice.

4. Registration Expenses.

The Issuer agrees, unless otherwise agreed in writing among the Issuer and the Supporting Creditors, to bear and to pay or cause to be paid promptly the following expenses incident to the Issuer’s performance of or compliance with this Agreement: (a) all Commission and any FINRA registration, filing and review fees and other expenses (except as noted herein) in connection with the registration of the Securities with the Commission in connection with such registration, filing and review; (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the state securities and blue sky laws referred to in Section 3(d)(x) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification; (c) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian; (d) internal expenses (including all salaries and expenses of the Issuer’s officers and employees performing legal or accounting duties); (e) reasonable and duly documented fees, disbursements and expenses of counsel and independent certified public accountants of the Issuer (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance); (f) fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Issuer); (g) fees, expenses and disbursements of any other persons, including special experts, retained by the Issuer in connection with such registration; (h) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing (including the cost of preparing such registration statement, prospectus, amendment or supplement for filing with the Commission in electronic format), the expenses of preparing the Securities for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities); (i) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (h) above; (j) fees and disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(d)(xv) hereof; (k) any fees charged by securities rating services for rating the Securities (limited to the one-time payment of Moody’s quarterly fee for the current quarter, as well as the one-time payment of Moody’s transaction fee, as it relates to the initial sale of the Securities); and (l) any fees associated with listing the Exchange Securities on the Luxembourg Stock Exchange and the consummation by the transactions contemplated by this Agreement in Luxembourg (collectively, the “Registration Expenses”). Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

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5. Representations and Warranties.

The Issuer represents and warrants to, and agrees with, the Supporting Creditors and each of the holders from time to time of Registrable Securities that:

(a) The compliance by the Issuer with the provisions of this Agreement, and the consummation of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material agreement or material instrument to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound or to which any of the property or assets of the Issuer or any of the Guarantors is subject, nor will such action result in any violation of the provisions of the Ley de Petróleos Mexicanos (the “Petróleos Mexicanos Law”) and related regulations or any other statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuer or any of the Guarantors or any of its or their respective properties;

(b) This Agreement has been duly authorized, executed and delivered by the Issuer.

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6. Indemnification.

(a) Indemnification by the Issuer. The Issuer will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be (or any amendment or supplement thereto), under which such Registrable Securities were registered under the Securities Act, including all exhibits therein and documents incorporated by reference thereto, or any preliminary or final prospectus contained therein or furnished by the Issuer to any such holder, Electing Holder or underwriter, or any amendment or supplement thereto, or any free writing prospectus (as defined in Rule 405) prepared by or on behalf of the Issuer or used or referred to by the Issuer in connection with the Exchange Offers or the Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such Electing Holder and such underwriter for any reasonable and duly documented legal or other expenses incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Issuer shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

(b) Indemnification by the Holders and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Issuer shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Issuer and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Electing Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Issuer for any reasonable and duly documented legal or other expenses incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

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(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under Section 6(a) or Section 6(b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or Section (b) above. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable and duly documented costs in a manner customary for the indemnified party of investigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be unreasonably withheld. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Contribution. If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein although applicable in accordance with their terms, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

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(e) The obligations of the Issuer under this Section 6 shall be in addition to any liability which the Issuer may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act, and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Issuer (including any person who, with his consent, is named in any registration statement as about to become a director of the Issuer) and to each person, if any, who controls the Issuer within the meaning of the Securities Act.

7. Underwritten Offerings.

(a) Selection of Underwriters. If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided, however, that such designated managing underwriter or underwriters is or are acceptable to the Issuer.

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(b) Participation by Holders. Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Rule 144.

The Issuer covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Issuer shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuer shall deliver to such holder a written statement as to whether it has complied with such requirements.

9. Miscellaneous.

(a) No Inconsistent Agreements. The Issuer represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the rights granted to the holders of the Registrable Securities in this Agreement.

(b) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, as follows: If to the Issuer, to it at Petróleos Mexicanos, Avenida Marina Nacional No. 329, Colonia Verónica Anzures, Ciudad de México, 11300, México, and if to a holder, to the address of such holder set forth in the security register or other records of the Issuer, or to such other address as the Issuer or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(c) Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes, and such Registrable Securities shall be held subject to all of the terms of this Agreement; and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by, all of the applicable terms and provisions of this Agreement. If the Issuer shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

22

(d) Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, the Issuer, any director, officer or partner of such holder or the Issuer, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Terms Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer.

(e) Governing Law. This Agreement, and any claim, controversy or dispute relating to or arising out of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York except that the authorization and execution of this Agreement by the Issuer shall be governed by the laws of the United Mexican States.

(f) Headings. The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(g) Entire Agreement; Amendments. This Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings among any of the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Issuer and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(g), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.

(h) Counterparts. This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

(i) Commercial Activity. The Issuer and each of the Guarantors are subject to civil and commercial law with respect to their obligations, as applicable, under the Agreements and the Securities. Neither the Issuer nor any of the Guarantors is entitled to any immunity, whether on grounds of sovereign immunity or otherwise, from any legal proceedings (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) to enforce or collect upon this Agreement, the Indenture, the Guaranty Agreement, the Securities, or any other liability or obligation of the Issuer and/or each of the Guarantors related to or arising from the transactions contemplated thereby in respect of itself or its property.

23

(j) Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer hereby appoints the Consul General of Mexico in New York City, its delegates or its successors as its authorized agent (the “Authorized Agent”) upon which process may be served in any action by any Supporting Creditor, or by any persons controlling such Supporting Creditor, arising out of or based upon this Agreement which each of the parties hereto hereby agrees that, in respect of any actions brought against it as a defendant may be instituted in the U.S. District Court for the Southern District of New York and any appellate court or body thereto (collectively, the “Federal Courts”) referred to below. Each of the parties hereto irrevocably submits to the jurisdiction of the Federal Courts in respect of any action arising out of or based upon this Agreement and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in any such court, and each such party further waives any right to which it may be entitled on account of present or future residence or domicile. The appointment made by the Issuer shall be irrevocable as long as any of the Securities remain outstanding, unless and until a successor agent shall have been appointed the Issuer’s Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 27 East 39th Street, New York, New York 10016, and written notice of such service mailed or delivered to the Issuer at the address set forth in Section 9(b) above shall be deemed, in every respect, effective service of process upon the Issuer. The Issuer hereby waives irrevocably any immunity from jurisdiction to which it might otherwise be entitled (including, to the extent applicable, sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any such action in any federal court in The City of New York, or in any competent court in Mexico, subject to certain restrictions pursuant to applicable law.

24

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement among the Supporting Creditors and the Issuer.

Very truly yours,
PETRÓLEOS MEXICANOS
By:	/s/ José Alberto Jiménez Hernández
	Name: José Alberto Jiménez Hernández
	Title:   Associate Managing Director of Finance

[Registration Rights Agreement Signature Page]

Accepted as of the date hereof:

SUPPORTING CREDITOR

GASODUCTOS DEL SURESTE S. DE R.L. DE C.V.

By:	/s/ Tania Ortiz Mena López Negrete
	Name: Tania Ortiz Mena López Negrete
	Title:   Attorney in Fact

Accepted as of the date hereof:

SUPPORTING CREDITOR

Cameron de Mexico S.A. de C.V.

By:	/s/ Enrique Antonio Cuevas Aguero
	Name: Enrique Antonio Cuevas Aguero
	Title:   Treasurer

Accepted as of the date hereof:

SUPPORTING CREDITOR

OPERADOR CICSA S.A. DE C.V.

By:	/s/ Arturo Spinola Garcia
	Name: Arturo Spinola Garcia
	Title:   Attorney in fact
By:	/s/ Sergio Mendoza Rodriguez
	Name: Sergio Mendoza Rodriguez
	Title:   Attorney in fact

Accepted as of the date hereof:

SUPPORTING CREDITOR

DOWELL SCHLUMBERGER DE MEXICO S.A. DE C.V.

By:	/s/ Enrique Antonio Cuevas Aguero
	Name: Enrique Antonio Cuevas Aguero
	Title:   Treasurer

Accepted as of the date hereof:

SUPPORTING CREDITOR

COFLI TUBE FITTINGS MEXICO S.A. DE C.V.

By:	/s/ Edgar Briceño Garcia
	Name: Edgar Briceño Garcia
	Title:   MR.

Accepted as of the date hereof:

SUPPORTING CREDITOR

Baker Hughes de Mexico, S. De R.L. de C.V.

By:	/s/ Cesar Miguel Pulido Jimenez
	Name: Cesar Miguel Pulido Jimenez
	Title:   Legal Representative
By:	/s/ Roberto Carlos Machorro Arenas
	Name: Roberto Carlos Machorro Arenas
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

COMPAÑIA MEXICANA DE EXPLORACIONES S.A. DE C.V.

By:	/s/ Maricela Gonzalez Mendez
	Name: Maricela Gonzalez Mendez
	Title:   Directora General

Accepted as of the date hereof:

SUPPORTING CREDITOR

Geoquest Systems B.V.

By:	/s/ Mohammad Shecawara
	Name: Mohammad Shecawara
	Title:   Director

Accepted as of the date hereof:

SUPPORTING CREDITOR

Cotemar, S.A. de C.V.
By:	/s/ Javier Eduardo Bortoni Olivares
	Name: Javier Eduardo Bortoni Olivares
	Title:   CFO

Accepted as of the date hereof:

SUPPORTING CREDITOR

KDM Fire Systems, S.A.P.I. de C.V.

By:	/s/ Miguel Valenzuela Gorozpe
	Name: Miguel Valenzuela Gorozpe
	Title:   Legal Representative
By:	/s/ Adrián Eugenio Bisiacchi Kauffman
	Name: Adrián Eugenio Bisiacchi Kauffman
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

MANTENIMIENTO EXPRESS MARÍTIMO S.A.P.I. DE C.V.

By:	/s/ Alejandro Romano Baez
	Name: Alejandro Romano Baez
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

GSM BRONCO S.A. DE C.V.
By:	/s/ Arturo Spinola Garcia
	Name: Arturo Spinola Garcia
	Title:   Attorney in fact
By:	/s/ Sergio Juventino Mendoza Rodriguez
	Name: Sergio Juventino Mendoza Rodriguez
	Title:   Attorney in fact

Accepted as of the date hereof:

SUPPORTING CREDITOR

IBEROAMERICANA DE HIDOCARBUROS S.A. DE C.V.

By:	/s/ Miguel Ángel Spínola Robles
	Name: Miguel Ángel Spínola Robles
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

NABORS PERFORACIONES DE MEXICO, S DE RL DE CV

By:	/s/ Diego Suarez Brito
	Name: Diego Suarez Brito
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

IBEROAMERICANA DE HIDROCARBUROS CQ, EXPLORACION & PRODUCCION DE MEXICO SA DE CV

By:	/s/ Miguel Ángel Spínola Robles
	Name: Miguel Ángel Spínola Robles
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

OPEX PERFORADORA S.A. DE C.V.

By:	/s/ Gustavo Martín Aguirre Piris
	Name: Gustavo Martín Aguirre Piris
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

Nuovo Pignone International Srl
By:	/s/ Paolo Ruggeri
	Name: Paolo Ruggeri
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

HALLIBURTON DE MEXICO S DE RL DE CV

By:	/s/ Ingrid Maria Montes Melgarejo
	Name: Ingrid Maria Montes Melgarejo
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

Operaciones Petroleras Soledad, S. De R.L. de C.V.

By:	/s/ Cesar Miguel Pulido Jimenez
	Name: Cesar Miguel Pulido Jimenez
	Title:   Legal Representative
By:	/s/ Roberto Carlos Machorro Arenas
	Name: Roberto Carlos Machorro Arenas
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

PETROBAL UPSTREAM DELTA 1, S.A. DE C.V.

By:	/s/ Ing. Juan Bordes Aznar
	Name: Ing. Juan Bordes Aznar
	Title:   Attorney-in-Fact
By:	/s/ Ing. Carlos Arnoldo Morales Gil
	Name: Ing. Carlos Arnoldo Morales Gil
	Title:   Attorney-in-Fact

Accepted as of the date hereof:

SUPPORTING CREDITOR

PANTERA EXPLORACIÓN Y PRODUCCIÓN 2.2, S.A.P.I. DE C.V.

By:	/s/ Warren Michael Levy
	Name: Warren Michael Levy
	Title:   Chief Executive Officer

Accepted as of the date hereof:

SUPPORTING CREDITOR

SEADRILL TITANIA DE MEXICO S DE RL DE CV

By:	/s/ Luis Carlos Hanzelmann Mariano
	Name: Luis Carlos Hanzelmann Mariano
	Title:   Director of Operations

Accepted as of the date hereof:

SUPPORTING CREDITOR

PERFORACIONES ESTRATÉGICAS E INTEGRALES MEXICANA, S.A. DE C.V.

By:	/s/ Miguel Ángel Sánchez Montalvo
	Name: Miguel Ángel Sánchez Montalvo
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

PERFORACIONES PROFESIONAL AKAL 1, S.A. DE C.V.

By:	/s/ César Augusto Granados Santos
	Name: César Augusto Granados Santos
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

SEADRILL COURAGEOUS DE MEXICO S DE RL DE CV

By:	/s/ Luis Carlos Hanzelmann Mariano
	Name: Luis Carlos Hanzelmann Mariano
	Title:   Director of Operations

Accepted as of the date hereof:

SUPPORTING CREDITOR

SEADRILL OBERON DE MEXICO S DE RL DE CV

By:	/s/ Luis Carlos Hanzelmann Mariano
	Name: Luis Carlos Hanzelmann Mariano
	Title:   Director of Operations

Accepted as of the date hereof:

SUPPORTING CREDITOR

SEADRILL INTREPID DE MEXICO S DE RL DE CV

By:	/s/ Luis Carlos Hanzelmann Mariano
	Name: Luis Carlos Hanzelmann Mariano
	Title:   Director of Operations

Accepted as of the date hereof:

SUPPORTING CREDITOR

SEADRILL DEFENDER DE MEXICO S DE RL DE CV

By:	/s/ Luis Carlos Hanzelmann Mariano
	Name: Luis Carlos Hanzelmann Mariano
	Title:   Director of Operations

Accepted as of the date hereof:

SUPPORTING CREDITOR

PETROSERVICIOS INTEGRALES MEXICO SA DE CV.

By:	/s/ Bertino Alejadro Custodio
	Name: Bertino Alejadro Custodio
	Title:   Apoderado Legal

Accepted as of the date hereof:

SUPPORTING CREDITOR

SERVICIOS MULTIPLES DE BURGOS SA DE CV

By:	/s/ Gonzalo Alejandro Fernandez Lobbe
	Name: Gonzalo Alejandro Fernandez Lobbe
	Title:   Legal Representative
By:	/s/ Gerardo Carvajal Udave
	Name: Gerardo Carvajal Udave
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

TUBOS DE ACERO DE MÉXICO, S.A.

By:	/s/ Sergio Agustín de la Maza Jiménez
	Name: Sergio Agustín de la Maza Jiménez
	Title:   Legal Representative
By:	/s/ Mónica Pilar Bulzomi
	Name: Mónica Pilar Bulzomi
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

Tidewater de Mexico, S. de R.L. de C.V.

By:	/s/ Gonzalo Cervera Ramirez
	Name: Gonzalo Cervera Ramirez
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

By:	/s/ Carlos Elias Garcia Arelle
	Name: Carlos Elias Garcia Arelle
	Title:   Director General
By:	/s/ Gerardo Arturo Garcia Lopez
	Name: Gerardo Arturo Garcia Lopez
	Title:   Legal Representative
By:	/s/ Aurora Garcia Lopez
	Name: Aurora Garcia Lopez
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

By:	/s/ Armando Delgado Martinez
	Name: Armando Delgado Martinez
	Title:   Representante Legal

Accepted as of the date hereof:

SUPPORTING CREDITOR

TUBACERO, S DE R.L. DE C.V.

By:	/s/ Javier Lopez Salinas
	Name: Javier Lopez Salinas
	Title:   Tresorero

Accepted as of the date hereof:

SUPPORTING CREDITOR

TUBOALEACIONES SA DE CV

By:	/s/ Carlos Elias Garcia Arelle
	Name: Carlos Elias Garcia Arelle
	Title:   Legal Representatives
By:	/s/ Gustavo Adolfo Lopez Fajardo
	Name: Gustavo Adolfo Lopez Fajardo
	Title:   Legal Representatives

Accepted as of the date hereof:

SUPPORTING CREDITOR

WINTERSHALL DEA MÉXICO S. DE R.L. DE C.V.

By:	/s/ Martin Jungbluth
	Name: Martin Jungbluth
	Title:   Legal Representative
By:	/s/ Juan Pablo Gress Díaz
	Name: Juan Pablo Gress Díaz
	Title:   Legal Representative

Accepted as of the date hereof:

SUPPORTING CREDITOR

WEATHERFORD DE MEXICO S DE RL DE CV

By:	/s/ Rafael Jose Angeli Arab
	Name: Rafael Jose Angeli Arab
	Title:   LAM Geozone Finance Controller

Accepted as of the date hereof:

SUPPORTING CREDITOR

SERVICIOS COMPRESIÓN DE GAS CA-KU-A1 SAPI DE CV

By:	/s/ Miguel Ángel Spínola Robles
	Name: Miguel Ángel Spínola Robles
	Title:   Legal Representative

ANNEX 1

Supporting Creditors

1. BAKER HUGHES DE MEXICO, S. DE R.L. DE C.V.

2. CAMERON DE MEXICO, S.A. DE C.V.

3. COFLI TUBE FITTINGS MEXICO, S.A. DE C.V.

4. COMPANIA MEXICANA DE EXPLORACIONES, S.A. DE C.V.

5. COTEMAR, S.A. DE C.V.

6. DOWELL SCHLUMBERGER DE MEXICO, S.A. DE C.V.

7. GASODUCTOS DEL SURESTE, S. DE R.L. DE C.V.

8. GEOQUEST SYSTEMS B.V.

9. GSM-BRONCO, S.A DE C.V.

10. HALLIBURTON DE MEXICO, S. DE R.L. DE C.V.

11. IBEROAMERICANA DE HIDROCARBUROS CQ. EXPLORACION & PRODUCCION DE MEXICO, S.A. DE C.V.

12. IBEROAMERICANA DE HIDROCARBUROS, S.A. DE C.V.

13. KDM FIRE SYSTEMS, S.A.P.I. DE C.V.

14. MANTENIMIENTO EXPRESS MARITIMO, S.A.P.I. DE C. V.

15. NABORS PERFORACIONES DE MEXICO, S. DE R.L. DE C.V.

16. NUOVO PIGNONE INTERNATIONAL S.R.L.

17. OPERACIONES PETROLERAS SOLEDAD, S. DE R.L. DE C.V.

18. OPERADORA CICSA, S.A. DE C.V.

19. OPEX PERFORADORA, S.A. DE C.V.

20. PANTERA EXPLORACION Y PRODUCCION 2.2, S.A.P.I. DE C.V.

21. PERFORACIONES ESTRATEGICAS E INTEGRALES MEXICANA, S.A. DE C.V.

22. PERFORADORA PROFESIONAL AKAL I, S.A. DE C.V.

23. PETROBAL UPSTREAM DELTA 1, S.A. DE C.V.

24. PETROSERVICIOS INTEGRALES MEXICO, S.A. DE C.V.

25. SEADRILL COURAGEOUS DE MEXICO, S.DE R.L. DE C.V.

26. SEADRILL DEFENDER DE MEXICO, S. DE R.L. DE C.V.

27. SEADRILL INTREPID DE MEXICO, S. DE R.L. DE C.V.

28. SEADRILL OBERON DE MEXICO, S. DE R. L. DE C.V.

29. SEADRILL TITANIA DE MEXICO, S. DE R.L. DE C.V.

30. SERVICIO COMPRESION DE GAS CA-KU-A1, S.A.P.I. DE C.V.

31. SERVICIOS MULTIPLES DE BURGOS, S.A. DE C.V.

32. TIDEWATER DE MEXICO, S. DE R.L. DE C.V.

33. TUBACERO, S. DE R.L. DE C.V.

34. TUBOS DE ACERO DE MEXICO, S.A.

35. TURBOALEACIONES S.A. DE C.V.

36. TURBOMAQUINAS, S.A. DE C.V.

37. VALVULAS DE SEGURIDAD, S.A DE C.V.

38. WEATHERFORD DE MEXICO, S. DE R.L. DE C.V.

39. WINTERSHALL DEA MEXICO, S. DE R.L. DE C.V.

Exhibit A

Petróleos Mexicanos

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT - IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the 8.750% Notes due 2029 (CUSIP Nos.: 71654QDJ8 (144A), P7S08VCA7 (Regulation S), and 71654QDK5 (Accredited Investors)) (the “Securities”) of Petróleos Mexicanos (the “Issuer”) are held.

The Issuer is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Petróleos Mexicanos, Avenida Marina Nacional No. 329, Colonia Verónica Anzures, Ciudad de México, 11300, México; E-mail: ri@pemex.com, Attention: Relación con Inversionistas.

* Not less than 28 calendar days from date of mailing.

Petróleos Mexicanos

Notice of Registration Statement

and

Selling Securityholder Questionnaire

(Date)

Reference is hereby made to the Exchange and Registration Rights Agreement dated June 2, 2022 (the “Exchange and Registration Rights Agreement”) among Petróleos Mexicanos (the “Issuer”) and the Supporting Creditors named therein. Pursuant to the Exchange and Registration Rights Agreement, the Issuer intends to file with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [__] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Issuer’s 8.750% Notes due 2029 (CUSIP Nos.: 71654QDJ8 (144A), P7S08VCA7 (Regulation S) and 71654QDK5 (Accredited Investors)) (the “Securities”). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Issuer’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related prospectus.

ELECTION

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement. Such holder agrees severally and not jointly, to (i) indemnify and hold harmless the Issuer and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by such holder expressly for use therein, and (ii) reimburse the Issuer for any reasonable and duly documented legal or other expenses incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such holder shall be required to undertake liability to any person hereunder for any amounts in excess of the dollar amount of the proceeds to be received by such holder from the sale of such holder’s Registrable Securities pursuant to such registration.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Issuer and the Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Issuer and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

(1)                  (a)   Full Legal Name of Selling Securityholder:

__

(b) Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:

__

(c) Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:

__

(2) Address for Notices to Selling Securityholder:

___________________________

___________________________

___________________________

Telephone: ___________________________

Fax: ___________________________

Contact Person: ___________________________

(3) Beneficial Ownership of Securities:

Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.

(a) Principal amount of Registrable Securities beneficially owned: ____________

CUSIP No(s). of such Registrable Securities: ____________________________

(b) Principal amount of Securities other than Registrable Securities beneficially owned: _______________________________________________________

CUSIP No(s). of such other Securities: _________________________________

(c) Principal amount of Registrable Securities that the undersigned wishes to be included in the             Shelf             Registration             Statement:_________________________

CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement: _____________________________

(4) Beneficial Ownership of Other Securities of the Issuer and Guarantors:

Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Issuer or any Guarantor other than the Securities listed above in Item (3).

State any exceptions here:_______________________________________________________

(5) Relationships with the Issuer and Guarantors:

Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Issuer or any of the Guarantors (or their respective predecessors or affiliates) during the past three years.

State any exceptions here:_______________________________________________________

(6) Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:_______________________________________________________

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Issuer, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related prospectus. The Selling Securityholder understands that such information will be relied upon by the Issuer in connection with the preparation of the Shelf Registration Statement and related prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(e) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Issuer of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery or air courier guarantying overnight delivery as follows:

To the Issuer:

Petróleos Mexicanos

Avenida Marina Nacional No. 329

Ciudad de México, 11300

México

Attention: Associate Managing Director

                  of Finance

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Issuer’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Issuer and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated: ______________

______________________________________________________________

Selling Securityholder

(Print/type full legal name of beneficial owner of Registrable Securities)

By: __________________________________________________________

Name:

Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE ISSUER’S COUNSEL AT:

___________________________

___________________________

___________________________

___________________________

___________________________

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Deutsche Bank Trust Company Americas

Petróleos Mexicanos

1 Columbus Circle, 17th Floor

New York, New York 10019

Attention: Trust Officer

Re: Petróleos Mexicanos (the “Issuer”)

8.750% Notes due 2029 (CUSIP Nos.: 71654QDJ8 (144A), P7S08VCA7

(Regulation S) and 71654QDK5 (Accredited Investors))

(the “Securities”)

Dear Sirs:

Please be advised that _________________ has transferred U.S.$_________________ aggregate principal amount of the above referenced Securities pursuant to an effective Registration Statement on Form [_____] (File No. 333- ______) filed by the Issuer and each of the guarantors named therein.

We hereby certify that the prospectus delivery requirements, if any, of the U.S. Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Securities is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Securities transferred are the Securities listed in such prospectus opposite such owner’s name.

Dated:

	Very truly yours,
	(Name)
By:
	(Authorized Signature)

EX-5.1

Exhibit 5.1

Writer’s Direct Dial: +1 212 225-2758

Email: jjuantorena@cgsh.com

September 6, 2022

Petróleos Mexicanos

Avenida Marina Nacional No. 329

Colonia Verónica Anzures

Alcaldía Miguel Hidalgo

11300 Ciudad de México

México

Re: Petróleos Mexicanos

Registration Statement on Form F-4

Ladies and Gentlemen:

We have acted as your special United States counsel in connection with the above-referenced Registration Statement on Form F-4 (the “Registration Statement”) filed on the date hereof by Petróleos Mexicanos (the “Issuer”) and Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística (collectively, the “Guarantors”), with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), in connection with the proposed offer to exchange (the “Exchange Offer”) up to U.S. $1,984,688,669 aggregate principal amount of 8.750% Notes due 2029 (the “New Securities”) that have been registered under the Act for an equal principal amount of the Issuer’s issued and outstanding 8.750% Notes due 2029 (the “Old Securities”). The New Securities will be issued pursuant to an indenture dated as of January 27, 2009, between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by (i) the First Supplemental Indenture, dated as of June 2, 2009, among the Issuer, the Trustee and Deutsche Bank AG, London Branch as International Paying and Authenticating Agent, (ii) the Second Supplemental Indenture, dated as of October 13, 2009, among the Issuer, the Trustee, Credit Suisse AG, as Principal Swiss Paying Agent and Authenticating Agent, and BNP Paribas (Suisse) SA, as Swiss Paying Agent, (iii) the Third Supplemental Indenture, dated as of April 10, 2012, among the Issuer, the Trustee and Credit Suisse AG, as Swiss Paying Agent and Authenticating Agent, (iv) the Fourth Supplemental Indenture, dated as of June 24, 2014, between the Issuer and the Trustee, (v) the Fifth Supplemental Indenture, dated as of October 15, 2014, between the Issuer and the Trustee, (vi) the Sixth Supplemental Indenture, dated as of December 8, 2015, among the Issuer, the Trustee, BNP Paribas (Suisse) SA, as Principal Swiss Paying Agent and Authenticating Agent, and Credit Suisse AG, as Swiss Paying Agent, (vii) the Seventh Supplemental Indenture, dated as of June 14, 2016, among the Issuer, the Trustee, Credit Suisse AG, as Principal Swiss Paying Agent and Authentication Agent, and UBS AG, as Swiss Paying Agent, (viii) the Eighth Supplemental Indenture, dated as of February 16, 2018, between the Issuer and the Trustee and (ix) the Ninth Supplemental Indenture, dated as of June 4, 2018, among the Issuer, the Trustee, BNP Paribas (Suisse), as Principal Swiss Paying and Authentication Agent, and UBS AG, as Swiss Paying Agent (as supplemented, the “Indenture”). Pursuant to a guaranty agreement dated July 29, 1996 (the “Guaranty Agreement”) among the Issuer and the Guarantors, and certificates of designation dated June 1, 2022 (the “Certificates of Designation”) issued by the Issuer thereunder, all of the Issuer’s payment obligations under the New Securities will be unconditionally guaranteed, jointly and severally, by the Guarantors.

Petróleos Mexicanos, p. 2

In arriving at the opinions expressed below, we have reviewed the following documents:

(a) the Registration Statement;

(b) an executed copy of the Indenture;

(c) the form of the New Securities attached as an exhibit to, or incorporated by reference in, the Registration Statement; and

(d) executed copies of the Guaranty Agreement and the Certificates of Designation.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed, (ii) that the New Securities will conform to the form thereof that we have reviewed and will be duly authenticated in accordance with the Indenture, (iii) that, as a matter of Mexican law, Pemex Exploración y Producción (a productive state-owned company formed on June 1, 2015), Pemex Logística (a productive state-owned company formed on October 1, 2015) and Pemex Transformación Industrial (a productive state-owned company formed on November 1, 2015) have each assumed all of the rights and obligations of Pemex-Exploración y Producción (a decentralized public entity and former subsidiary of the Issuer that was dissolved as of June 1, 2015) and Pemex-Refinación and Pemex-Gas y Petroquímica Básica (each a decentralized public entity and former subsidiary of the Issuer that was dissolved as of November 1, 2015) under the Guaranty Agreement and the Certificates of Designation, (iv) that, as a matter of Mexican law, Pemex Transformación Industrial has assumed, as of July 27, 2018, all of the rights and obligations of Pemex Cogeneración y Servicios (a productive state-owned company that was dissolved as of July 27, 2018) under the Guaranty Agreement and the Certificates of Designation, (v) that, as a matter of Mexican law, Pemex Exploración y Producción has assumed, as of July 1, 2019, all the rights and obligations of Pemex Perforación y Servicios (a productive state-owned company that was dissolved as of July 1, 2019) under the Guaranty Agreement and the Certificates of Designation and (vi) that, except for the succession of Pemex Exploración y Producción, Pemex Logística and Pemex Transformación Industrial to the rights and obligations of Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica, for the succession of Pemex Transformación Industrial to the rights and obligations of Pemex Cogeneración y Servicios and for the succession of Pemex Exploración y Producción to the rights and obligations of Pemex Perforación y Servicios, each of which occurred as a matter of Mexican law, the Guaranty Agreement has not been amended or terminated since its date of execution and there are no dealings or arrangements among the parties that would alter the terms of the Guaranty Agreement since its date of execution.

Petróleos Mexicanos, p. 3

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that when the New Securities in the form filed as Exhibit 4.21 to the Registration Statement have been duly executed by the Issuer and authenticated by the Trustee in accordance with the Indenture, and duly issued and delivered by the Issuer in exchange for an equal principal amount of the Old Securities, (a) the New Securities will be valid, binding and enforceable obligations of the Issuer, entitled to the benefits of the Indenture and (b) assuming due authorization, execution and delivery by the Issuer of Certificates of Designation in form and substance sufficient under Mexican law to designate the Indenture and the New Securities as obligations of the Issuer entitled to the benefits of the Guaranty Agreement, the payment obligations of the Guarantors under their guaranties of the New Securities pursuant to the Guaranty Agreement, will constitute the valid, binding and enforceable obligations of each Guarantor.

Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Issuer or any Guarantor, (a) we have assumed that the Issuer or such Guarantor, as the case may be, and each other party to such agreement or obligation, has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Issuer or any Guarantor regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights. In addition, we note (i) that the enforceability in the United States of the waiver by the Issuer of its immunities from court jurisdiction and from legal process, as set forth in the Indenture and the New Securities, is subject to the limitations imposed by the United States Foreign Sovereign Immunities Act of 1976 and (ii) that the designation in Section 1.13 of the Indenture of the U.S. federal courts sitting in The City of New York as the venue for actions or proceedings relating to the Indenture and the New Securities is (notwithstanding the waiver in or pursuant to Section 1.13 of the Indenture) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. § 1404(a) or to dismiss such actions or proceedings on the grounds that such federal court is an inconvenient forum for such action or proceeding.

The foregoing opinions are limited to the federal law of the United States of America and the law of the State of New York.

Petróleos Mexicanos, p. 4

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm in the Registration Statement and the related prospectus under the caption “Validity of Securities.” In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this Exhibit, within the meaning of the term “expert” as used in the Act or the rules and regulations of the Commission issued thereunder. The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:	/s/ Jorge U. Juantorena
	Jorge U. Juantorena, a Partner

[Signature page to the CGSH Opinion & Consent]

EX-5.2

Exhibit 5.2

Petróleos Mexicanos

Dirección Jurídica

August 31, 2022

Petróleos Mexicanos

Avenida Marina Nacional No. 329

Colonia Verónica Anzures

Alcaldía Miguel Hidalgo

11300 Ciudad de México

México

Re: Petróleos Mexicanos

                 Registration Statement on Form F-4

Ladies and Gentlemen:

I am the General Counsel of Petróleos Mexicanos (the “Issuer”), a productive state-owned company of the Federal Government of the United Mexican States (“Mexico”). In such capacity, I am familiar with the preparation and filing by the Issuer and its subsidiaries, Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística (collectively, the “Guarantors”), with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form F-4 (the “Registration Statement”) in connection with the proposed offer to exchange (the “Exchange Offer”) up to U.S. $1,984,688,669 aggregate principal amount of 8.750% Notes due 2029 (the “New Securities”) that have been registered under the Act for an equal principal amount of the Issuer’s issued and outstanding 8.750% Notes due 2029 (the “Old Securities”). The New Securities will be issued pursuant to an Indenture dated as of January 27, 2009 (as amended, supplemented or modified from time to time, the “Indenture”) between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Pursuant to a guaranty agreement dated July 29, 1996 (the “Guaranty Agreement”) among the Issuer and the Guarantors, and certificates of designation dated June 1, 2022 (the “Certificates of Designation”) issued by the Issuer thereunder, all of the Issuer’s payment obligations under the New Securities will be unconditionally guaranteed, jointly and severally, by the Guarantors. Unless otherwise defined herein, capitalized terms used in this opinion shall have the meanings set forth in the Indenture.

For purposes of this opinion, I have examined the following documents:

(a) the Registration Statement and the prospectus (the “Prospectus”) contained therein;

(b) an executed copy of the Indenture;

(c) the forms of the New Securities attached as an exhibit to the Registration Statement; and

(d) executed copies of the Guaranty Agreement and the Certificates of Designation.

In addition, I have examined and relied on the originals or copies, certified or otherwise identified to my satisfaction, of all such corporate records of the Issuer and the Guarantors and such other instruments and other certificates of public officials, officers and representatives of the Issuer and the Guarantors and such other persons, and I have made such investigations of law, as I have deemed appropriate as a basis for the opinions expressed below.

Based upon the foregoing examination and review, I am of the opinion that:

1. The Issuer has the requisite corporate power and authority to perform its obligations under the Exchange Offer, and has taken all necessary corporate action to authorize the issuance, execution and delivery of the New Securities.

2. At the time of execution and delivery, the Issuer had the requisite corporate power and authority to execute and deliver the Indenture, the Issuer has the requisite corporate power and authority to perform its obligations under the Indenture, and the Indenture has been duly authorized, executed and delivered by the Issuer and constitutes a valid, binding and enforceable obligation of the Issuer.

3. When the New Securities are executed and delivered by the Issuer and authenticated and delivered by the Trustee in exchange for an equal principal amount of the Old Securities, the New Securities will constitute valid, binding and enforceable obligations of the Issuer, and the Guaranty Agreement and the guaranties of the New Securities thereunder will constitute valid, binding and enforceable obligations of the Guarantors, subject in each case to the extent a Mexican court determines that provisions of the Indenture and the Guaranty Agreement or the New Securities violate Mexico’s public policy (“Orden Público”) or defraud basic principles of Mexican law and applicable bankruptcy, liquidation, winding up, dissolution and other similar laws affecting creditors’ rights generally. However, Orden Público or other laws of Mexico do not unduly restrict the rights of the holders of the New Securities or make the remedies provided in the Indenture, the Guaranty Agreement or the New Securities ineffective for the realization of the benefits provided thereby.

4. The statements in the Prospectus under the caption “Taxation—Mexican Taxation,” insofar as such statements relate to statements of law or legal conclusions under the laws of Mexico, fairly summarize the matters referred to therein.

[Signature Page Follows]

I hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to me under the caption “Validity of Securities” in the Prospectus, without admitting that I am an “expert” within the meaning of the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this Exhibit.

Very truly yours,

/s/ Luz María Zarza Delgado

Luz María Zarza Delgado

General Counsel of Petróleos Mexicanos

[Signature Page to Pemex GC Opinion]

EX-21.1

Exhibit 21.1

List of Subsidiaries

Participation of Petróleos Mexicanos in the Capital Stock of Related Companies

Petróleos Mexicanos

Company	% of Participation	Parent	Jurisdiction of Incorporation
P.M.I. Comercio Internacional, S.A. de C.V.	98.33	Petróleos Mexicanos	Mexico
P.M.I. Holdings Petróleos España, S.L.U.	100.00	Petróleos Mexicanos	Redomiciled in Spain
Holdings Holanda Services, B.V.	100.00	Petróleos Mexicanos	Netherlands
Pemex Desarrollo e Inversión Inmobiliaria, S.A. de C.V.	99.99999	Petróleos Mexicanos	Mexico
	0.00001	III Servicios, S.A. de C.V.
III Servicios, S.A. de C.V.	99.982	Pemex Desarrollo e Inversión Inmobiliaria, S.A. de C.V.	Mexico
	0.018	Petróleos Mexicanos
PEMEX Procurement International, Inc.	100.00	Petróleos Mexicanos	United States
Kot Insurance Company AG	100.00	Petróleos Mexicanos	Redomiciled in Switzerland
PEMEX Finance Ltd.	100.00	Petróleos Mexicanos	Cayman Islands

Pemex Exploration and Production

Company	% of Participation	Parent	Jurisdiction of Incorporation
Compañía Mexicana de Exploraciones, S.A. de C.V.	60.00	Pemex Exploration and Production	Mexico
P.M.I. Campos Maduros SANMA, S. de R.L. de C.V.	100	Pemex Exploration and Production	Mexico

Pemex Industrial Transformation

Company	% of Participation	Parent	Jurisdiction of Incorporation
Mex Gas Internacional, S.L. (Holding)	100.00	Pemex Industrial Transformation	Redomiciled in Spain
Mex Gas Supply, S.L.	100.00	Mex Gas Internacional, S.L.	Redomiciled in Spain
MGI Asistencia Integral, S. de R. L. de C.V.	99.9997	Mex Gas Internacional, S.L.	Mexico
	0.0003	MGC México, S.A de C.V..
MGI Enterprises US LLC	100.00	Mex Gas Internacional, S.L.	United States
Terrenos para Industrias, S.A.	100.00	Pemex Industrial Transformation	Mexico
MGC México, S.A. de C.V.	99.9999	Mex Gas Internacional, S.L.	Mexico
	0.0001	MGI Asistencia Integral, S. de R.L. de C.V.
PMX Cogeneración Internacional, S.A.P.I. de C.V.	99.999997	Mex Gas Internacional, S.L.	Mexico
	0.000003	MGI Asistencia Integral, S. de R. L. de C.V.
PMX Cogeneración, S.A.P.I. de C.V.	99.9998	PMX Cogeneración Internacional, S.A.P.I. de C.V.	Mexico
	0.0002	Mex Gas Internacional, S.L.

2

Company	% of Participation	Parent	Jurisdiction of Incorporation
SNR Infraestructura, Mantenimiento y Servicios, S. de R.L. de C.V..	84.14	Mex Gas Internacional, S.L.	Mexico
Gas Bienestar, S. de R.L. de C.V	15.86 99.99997	Mex Gas Supply, S.L.	México
	0.00003	Mex Gas Internacional, S.L. Mex Gas Supply, S.L.
PMI Azufre Industrial, S.A. de C.V.	99.02	Mex Gas Internacional, S.L	Mexico
	0.98	MGI Asistencia Integral, S. de R. L. de C.V.
PMX Fertilizantes Holding, S.A. de C.V.	99.999999	Pemex Industrial Transformation	Mexico
	0.000001	Mex Gas Internacional, S.L.
PMX Fertilizantes Pacífico, S.A. de C.V.	34.90	Pemex Industrial Transformation	Mexico
	65.10	PMX Fertilizantes Holding, S.A. de C.V.
Pro-Agroindustria, S.A. de C.V.	99.56	PMX Fertilizantes Pacífico, S.A. de C.V.	Mexico
	0.44	PMX Fertilizantes Holding, S.A. de C.V.
Grupo Fertinal, S.A. de C.V.	99.99999999	PMX Fertilizantes Pacífico, S.A. de C.V.	Mexico
	0.00000001	PMX Fertilizantes Holding, S.A. de C.V.
Agroindustrias del Balsas, S.A. de C.V.	0.99	Productora y Comercializadora de Fertilizantes, S.A. de C.V.	Mexico
	99.01	Grupo Fertinal, S.A. de C.V.
Dinámica Industrial Balsas, S.A. de C.V.	99.9999	Grupo Fertinal, S.A. de C.V.	Mexico
	0.0001	Agroindustrias del Balsas, S.A. de C.V.
Materias Primas, Inmuebles y Transportes de México, S.A. de C.V.	99.9999999	Grupo Fertinal, S.A. de C.V.	Mexico
	0.0000001	Agroindustrias del Balsas, S.A. de C.V.
Roca Fosfórica Mexicana II, S.A. de C.V.	99.99999997	Grupo Fertinal, S.A. de C.V.	Mexico
	0.00000003	Agroindustrias del Balsas, S.A. de C.V.

3

Company	% of Participation	Parent	Jurisdiction of Incorporation
Sadcom del Centro, S.A. de C.V.	99.9999	Grupo Fertinal, S.A. de C.V.	Mexico
	0.0001	Agroindustrias del Balsas, S.A. de C.V.
Productora y Comercializadora de Fertilizantes, S.A. de C.V.	99.22	Sadcom del Centro, S.A. de C.V.	Mexico
	0.78	Grupo Fertinal, S.A. de C.V.
PPQ Cadena Productiva, S.L.U.	100	Pemex Industrial Transformation	Spain
P.T.I. Infraestructura de Desarrollo, S.A. de C.V.	99.999999	Pemex Industrial Transformation	Mexico
	0.000001	SNR Infraestructura, Mantenimiento y Servicios, S. de R.L. de C.V.

Pemex Logistics

Company	% of Participation	Parent	Jurisdiction of Incorporation
P.M.I. Servicios Portuarios Transoceánico, S.A. de C.V.	99.00	Pemex Logistics	Mexico
	1.00	III Servicios, S.A. de C.V.

Other Subsidiary Companies

Company	% of Participation	Parent	Jurisdiction of Incorporation
P.M.I. Services North America, Inc.	41	P.M.I. Holdings Petróleos España, S.L.	United States
	59	P.M.I. Norteamérica, S.A. de C.V.
P.M.I. Trading DAC	99.999	P.M.I. Norteamérica, S.A. de C.V.	Ireland
	0.001	Petróleos Mexicanos
P.M.I. Trading Mexico, S.A. de C.V.	99.0006	P.M.I. Trading DAC	Mexico
	0.9994	P.M.I. Holdings Petróleos España, S.L.
P.M.I. Norteamérica, S.A. de C.V.	90	Holdings Holanda Services, B.V.	Mexico
	10	P.M.I. Holdings Petróleos España, S.L.

4

Company	% of Participation	Parent	Jurisdiction of Incorporation
P.M.I. Midstream del Centro, S.A. de C.V.	99.9999	P.M.I. Norteamérica, S.A. de C.V.	Mexico
	0.0001	P.M.I. Comercio Internacional, S.A. de C.V.
P.M.I. Ducto de Juárez, S. de R.L. de C.V.	99.998	P.M.I. Services North America, Inc.	Mexico
	0.002	P.M.I. Norteamérica, S.A. de C.V.
Deer Park Refining Limited Partnership	49.995	P.M.I. Norteamérica, S.A. de C.V.	United States
	50.005	P.M.I. Services North America, Inc.

5

EX-22.1

Exhibit 22.1

List of Subsidiary Guarantors

As of August 31, 2022, the subsidiaries of Petróleos Mexicanos (the “Company”) listed in the table below have fully and unconditionally guaranteed the following securities of the Company, in each case issued only by the Company:

4.625% Notes due 2023	6.840% Notes due 2030
3.500% Notes due 2023	5.950% Notes due 2031
8.625% Guaranteed Bonds due 2023	6.700% Notes due 2032
4.875% Notes due 2024	6.625% Guaranteed Bonds due 2035
4.250% Notes due 2025	6.625% Guaranteed Bonds due 2038
6.875% Notes due 2025	6.500% Bonds due 2041
4.500% Notes due 2026	5.50% Bonds due 2044
6.875% Notes due 2026	6.375% Bonds due 2045
6.490% Notes due 2027	5.625% Bonds due 2046
9.50% Guaranteed Bonds due 2027	6.750% Bonds due 2047
6.500% Notes due 2027	6.350% Bonds due 2048
5.350% Notes due 2028	7.690% Bonds due 2050
6.500% Notes due 2029	6.950% Bonds due 2060
8.750% Notes due 2029

Guarantor	Jurisdiction of Formation
Pemex Exploración y Producción	Mexico
Pemex Transformación Industrial	Mexico
Pemex Logística	Mexico

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

To the General Comptroller’s Office

and the Board of Directors of

Petróleos Mexicanos:

We consent to the use of our report dated April 29, 2022, with respect to the consolidated financial statements of Petróleos Mexicanos, Productive State-Owned Subsidiaries and Subsidiary Companies (PEMEX) incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG CARDENAS DOSAL, S.C.

Mexico City, Mexico

September 6, 2022

EX-23.4

Exhibit 23.4

(Part 1 of 2)

August 26, 2022

Project 1223310

Ing. Octavio Romero Oropeza

Director General

Petróleos Mexicanos

Avenida Marina Nacional No. 329

Torre Ejecutiva, Piso 44

Colonia Verónica Anzures

Alcaldía Miguel Hidalgo

11300, Ciudad de México, México

Dear Ing. Octavio Romero Oropeza:

We hereby consent to (a) all references to our firm as set forth under the heading “Experts” in the Registration Statement on Form F-4 filed by Petróleos Mexicanos (the “Form F-4”); (b) all references to our firm as set forth under the headings “Presentation of Information Concerning Reserves,” “Item 4 – Information on the Company – Business Overview – Exploration and Production – Reserves,” and “Item 19 – Exhibits – Documents filed as exhibits to this Form 20-F” in the Annual Report on Form 20-F of Petróleos Mexicanos for the year ended December 31, 2021 (the “Form 20-F”); and (c) the incorporation by reference in the Form F-4 of our audit letter dated April 22, 2022, describing our audit of Petróleos Mexicanos’ estimates of proved oil, condensate, natural gas and oil-equivalent reserves, as of December 31, 2021, for 47 fields located in the Abkatún-Pol-Chuc and Litoral de Tabasco business units, which audit letter was originally filed as Exhibit 15.2 (1 of 2) to the Form 20-F. The estimates included in our audit letter were prepared by Pemex Exploración y Producción in accordance with the reserves definitions of Rules 4-l0(a) of Regulation S-X of the United States Securities and Exchange Commission.

Sincerely,

GLJ LTD.

/s/ Patrick A. Olenick

Patrick A. Olenick, P. Eng.

Vice President

PAO/sec

Attachments

1920, 401 – 9^th Ave SW Calgary, AB, Canada T2P 3C5  |  tel 403-266-9500  |  gljpc.com

Exhibit 23.4

(Part 2 of 2)

August 26, 2022

Project 1223283

Ing. Octavio Romero Oropeza

Director General

Petróleos Mexicanos

Avenida Marina Nacional No. 329

Torre Ejecutiva, Piso 44

Colonia Verónica Anzures

Alcaldía Miguel Hidalgo

11300, Ciudad de México, México

Dear Ing. Octavio Romero Oropeza:

We hereby consent to (a) all references to our firm as set forth under the heading “Experts” in the Registration Statement on Form F-4 filed by Petróleos Mexicanos (the “Form F-4”); (b) all references to our firm as set forth under the headings “Presentation of Information Concerning Reserves,” “Item 4 – Information on the Company – Business Overview – Exploration and Production – Reserves,” and “Item 19 – Exhibits – Documents filed as exhibits to this Form 20-F” in the Annual Report on Form 20-F of Petróleos Mexicanos for the year ended December 31, 2021 (the “Form 20-F”); and (c) the incorporation by reference in the Form F-4 of our audit letter dated April 22, 2022, describing our audit of Petróleos Mexicanos’ estimates of proved oil, condensate, natural gas and oil-equivalent reserves, as of December 31, 2021, for 100 fields located in the Poza Rica-Altamira business unit, which audit letter was originally filed as Exhibit 15.2 (2 of 2) to the Form 20-F. The estimates included in our audit letter were prepared by Pemex Exploración y Producción in accordance with the reserves definitions of Rules 4-l0(a) of Regulation S-X of the United States Securities and Exchange Commission.

Sincerely,

GLJ LTD.

/s/ Patrick A. Olenick

Patrick A. Olenick, P. Eng.

Vice President

PAO/sec

Attachments

1920, 401 – 9^th Ave SW Calgary, AB, Canada T2P 3C5  |  tel 403-266-9500  |  gljpc.com

EX-23.6

Exhibit 23.6

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

August 26, 2022

Ing. Octavio Romero Oropeza

Director General

Petróleos Mexicanos

Avenida Marina Nacional No. 329

Torre Ejecutiva, Piso 44

Colonia Verónica Anzures

Alcaldía Miguel Hidalgo

11300 Ciudad de México, México

Dear Ing. Octavio Romero Oropeza:

We hereby consent to (a) all references to DeGolyer and MacNaughton as set forth under the heading “Experts” in the Registration Statement on Form F-4 filed by Petróleos Mexicanos (“PEMEX”) (the “Form F-4”), (b) all references to DeGolyer and MacNaughton as set forth under the headings “Presentation of Information Concerning Reserves,” “Item 4. Information on the Company – Business Overview – Exploration and Production – Reserves,” and “Item 19. Exhibits. Documents filed as exhibits to this Form 20-F” in the Annual Report on Form 20-F of PEMEX for the year ended December 31, 2021 (the “Form 20-F”), incorporated in the Form F-4 by reference, and (c) the incorporation by reference in the Form F-4 of our report dated April 22, 2022 (the “Report”), describing our independent evaluation of the estimated net proved oil, condensate, gas, and oil equivalent reserves that PEMEX has represented are owned by the United Mexican States (“México”) as of January 1, 2022, for certain fields located in the Activos de Producción Bellota-Jujo and Samaria-Luna and the Activos de Producción Cantarell and Ku-Maloob-Zaap, which include reserves that PEMEX has represented it has the right to extract and sell. The Report was originally filed as Exhibit 15.4 to Form 20-F. The estimates included

DEGOLYER AND MACNAUGHTON

in the Report were prepared in accordance with the reserves definitions of Rules 4–l0(a) (1)–(32) of Regulation S–X of the United States Securities and Exchange Commission.

Very truly yours,

/s/ DeGolyer and MacNaughton

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

EX-23.8

Exhibit 23.8

August 25th, 2022

Ing. Octavio Romero Oropeza

Director General

Petróleos Mexicanos

Avenida Marina Nacional No. 329

Torre Ejecutiva, Piso 44

Colonia Verónica Anzures

Alcaldía Miguel Hidalgo

11300 Ciudad de México, México

Dear Ing. Octavio Romero Oropeza:

We hereby consent to (a) all references to our firm as set forth under the heading “Experts” in the Registration Statement on Form F-4 filed by Petróleos Mexicanos (the “Form F-4”); (b) all references to our firm as set forth under the headings “Presentation of Information Concerning Reserves,” “Item 4 – Information on the Company – Business Overview – Exploration and Production – Reserves,” and “Item 19 – Exhibits – Documents filed as exhibits to this Form 20-F” in the Annual Report on Form 20-F of Petróleos Mexicanos for the year ended December 31, 2021 (the “Form 20-F”); and (c) the incorporation by reference in the Form F-4 of our report, entitled “Certification of the Proved Reserves of Pemex Producción y Exploración in 46 fields in Mexico as of December 31, 2021,” dated April 22, 2022 (the “Report”), describing our evaluation of the proved reserves, as of January 1, 2022, for 46 fields located in the Macuspana-Muspac and Cinco Presidentes business units, which Report was originally filed as Exhibit 15.5 to the Form 20-F. The estimates included in the Report were prepared by Pemex Exploración y Producción in accordance with the reserves definitions of Rules 4-10(a) of Regulation S-X of the United States Securities and Exchange Commission.

Yours truly,

Sproule International Limited and Sproule México S.A. de C.V.

/s/ Gary R. Finnis

Gary R. Finnis, P.Eng.

Senior Manager, Reservoir Services

EX-23.10

EXHIBIT 23.10

(Part 1 of 2)

August 26, 2022

Ing. Octavio Romero Oropeza

Director General

Petróleos Mexicanos

Avenida Marina Nacional No. 329

Torre Ejecutiva, Piso 44

Colonia Verónica Anzures

Alcaldía Miguel Hidalgo

11300 Ciudad de México, México

Dear Ing. Octavio Romero Oropeza:

We hereby consent to (a) all references to our firm as set forth under the heading “Experts” in the Registration Statement on Form F-4 filed by Petróleos Mexicanos (the “Form F-4”); (b) all references to our firm as set forth under the headings “Presentation of Information Concerning Reserves,” “Item 4 – Information on the Company – Business Overview – Exploration and Production – Reserves,” and “Item 19 – Exhibits – Documents filed as exhibits to this Form 20-F” in the Annual Report on Form 20-F of Petróleos Mexicanos for the year ended December 31, 2021 (the “Form 20-F”); and (c) the incorporation by reference in the Form F-4 of our audit letter dated April 22, 2022, describing our audit of Petróleos Mexicanos’ estimates of proved oil, condensate, natural gas and oil-equivalent reserves, as of December 31, 2021, for Kuun and Tum fields in the North Region; the Quesqui, Racemosa, Tupilco Profundo and Vinik fields in the South Region; the Camatl, Copali, Itta, Paki, Tema, Tlakati, Tlamatini and Xolotl fields in the Southwest Marine Region and the Kayab and Pit fields in the Northeast Marine Region of Pemex Exploración y Producción, which audit letter was originally filed as Exhibit 15.8 (1 of 2) to the Form 20-F. The estimates included in our audit letter were prepared by Pemex Exploración y Producción in accordance with the reserves definitions of Rules 4-l0(a) of Regulation S-X of the United States Securities and Exchange Commission.

/s/ Ryder Scott Company, L.P.

RYDER SCOTT COMPANY, L.P.

TBPELS Firm Registration No. F-1580

SUITE 2800, 350 7TH AVENUE, S.W.	CALGARY, ALBERTA T2P 3N9	TEL (403) 262-2799
633 17TH STREET, SUITE 1700	DENVER, COLORADO 80202	TEL (303) 339-8110

EXHIBIT 23.10

(Part 2 of 2)

August 26, 2022

Ing. Octavio Romero Oropeza

Director General

Petróleos Mexicanos

Avenida Marina Nacional No. 329

Torre Ejecutiva, Piso 44

Colonia Verónica Anzures

Alcaldía Miguel Hidalgo

11300 Ciudad de México, México

Dear Ing. Octavio Romero Oropeza:

We hereby consent to (a) all references to our firm as set forth under the heading “Experts” in the Registration Statement on Form F-4 filed by Petróleos Mexicanos (the “Form F-4”); (b) all references to our firm as set forth under the headings “Presentation of Information Concerning Reserves,” “Item 4 – Information on the Company – Business Overview – Exploration and Production – Reserves,” and “Item 19 – Exhibits – Documents filed as exhibits to this Form 20-F” in the Annual Report on Form 20-F of Petróleos Mexicanos for the year ended December 31, 2021 (the “Form 20-F”); and (c) the incorporation by reference in the Form F-4 of our audit letter dated April 22, 2022, describing our audit of Petróleos Mexicanos’ estimates of proved oil, condensate, natural gas and oil-equivalent reserves, as of December 31, 2021, for the assets of Pemex Exploración y Producción known as Reynosa and Veracruz in the states of Coahuila, Nuevo León, San Luis Potosí, Tamaulipas and Veracruz, Mexico, which audit letter was originally filed as Exhibit 15.8 (2 of 2) to the Form 20-F. The estimates included in our audit letter were prepared by Pemex Exploración y Producción in accordance with the reserves definitions of Rules 4-l0(a) of Regulation S-X of the United States Securities and Exchange Commission.

/s/ Ryder Scott Company, L.P.

RYDER SCOTT COMPANY, L.P.

TBPELS Firm Registration No. F-1580

SUITE 2800, 350 7TH AVENUE, S.W.	CALGARY, ALBERTA T2P 3N9	TEL (403) 262-2799
633 17TH STREET, SUITE 1700	DENVER, COLORADO 80202	TEL (303) 339-8110

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. National Bank)	(I.R.S. Employer Identification Number)
1 COLUMBUS CIRCLE, 17th FLOOR NEW YORK, NEW YORK	10019
(Address or principal executive offices)	(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Mirko Mieth

Legal Department

1 Columbus Circle, 19th Floor

New York, New York 10019

(212) 250-1663

(Name, address and telephone number of agent for service)

PETRÓLEOS MEXICANOS

(Exact name of obligor as specified in its charter)

MEXICAN PETROLEUM

(Translation of registrant’s name into English)

PEMEX EXPLORACIÓN Y PRODUCCIÓN (PEMEX EXPLORATION AND PRODUCTION)

PEMEX TRANSFORMACIÓN INDUSTRIAL (PEMEX INDUSTRIAL TRANSFORMATION) and

PEMEX LOGÍSTICA (PEMEX LOGISTICS)

(Exact names of co-registrants as specified in their charters and translations of co-registrants’ names into English)

United Mexican States	Not Applicable
(Jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)

Avenida Marina Nacional No. 329
Colonia Verónica Anzures
Ciudad de México, Alcaldía Miguel Hidalgo, 11300
México
(Address of principal executive offices)	(Zip code)

8.750% Notes due 2029

(Title of the indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3.-15. Not Applicable.

Item 16. List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 16, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 2 -	Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 4 -	A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated April 29, 2021, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-262943.
Exhibit 5 -	Not applicable.
Exhibit 6 -	Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 7 -	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8 -	Not Applicable.
Exhibit 9 -	Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 6th day of September, 2022.

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Luke Russell
	Name: Luke Russell
	Title:   Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

Board of Governors of the Federal Reserve System	OMB Number 7100-0036
Federal Deposit Insurance Corporation	OMB Number 3064-0052
Office of the Comptroller of the Currency	OMB Number 1557-0081
	Approval expires December 31, 2024
	Page 1 of 87

Federal Financial Institutions Examination Council

Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041

Report at the close of business June 30, 2022

This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).

Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.

20220630        

(RCON 9999)

This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031.

NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations.

I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting

Signature of Chief Financial Officer (or Equivalent)

7/30/2022

Date of Signature

schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.

We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.

Director (Trustee)

Director (Trustee)

Director (Trustee)

Submission of Reports

Each bank must file its Reports of Condition and Income (Call Report) data by either:

(a) Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or

(b) Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR.

For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov.

FDIC Certificate Number	623
	(RSSD 9050)

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.

The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.

DEUTSCHE BANK TRUST COMPANY AMERICAS
Legal Title of Bank (RSSD 9017)
New York
City (RSSD 9130)
NY	10019
State Abbreviation (RSSD 9200)	Zip Code (RSSD 9220)
Legal Entity Identifier (LEI)
8EWQ2UQKS07AKK8ANH81
(Report only if your institution already has an LEI.) (RCON 9224)

The estimated average burden associated with this information collection is 55.53 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.

06/2022

06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 2 of 87

Consolidated Reports of Condition and Income for a Bank

with Domestic Offices Only

Table of Contents

Signature Page	1
Contact Information	3, 4
Report of Income
Schedule RI—Income Statement	RI-1, 2, 3, 4
Schedule RI-A—Changes in Bank Equity Capital	RI-5
Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowances for Credit Losses
Part I. Charge-offs and Recoveries on Loans and Leases	RI-6, 7
Part II. Changes in Allowances for Credit Losses	RI-8
Schedule RI-C—Disaggregated Data on the Allowance for Loan and Lease Losses (to be completed only by selected banks) Part I. Disaggregated Data on the Allowance for Loan and Lease Losses	RI-9
Part II. Disaggregated Data on the Allowances for Credit Losses	RI-10
Schedule RI-E—Explanations	RI-11, 12
Report of Condition
Schedule RC—Balance Sheet	RC-1, 2
Schedule RC-A—Cash and Balances Due from Depository Institutions (to be completed only by selected banks)	RC-3
Schedule RC-B—Securities	RC-3, 4, 5, 6, 7
Schedule RC-C—Loans and Lease Financing Receivables:
Part I. Loans and Leases	RC-8, 9, 10, 11, 12, 13
Part II. Loans to Small Businesses and Small Farms	RC-14,15
Schedule RC-D—Trading Assets and Liabilities (to be completed only by selected banks)	RC-16

Schedule RC-E—Deposit Liabilities	RC-17, 18, 19
Schedule RC-F—Other Assets	RC-20
Schedule RC-G—Other Liabilities	RC-20
Schedule RC-K—Quarterly Averages	RC-21, 22
Schedule RC-L—Derivatives and Off-Balance-Sheet Items	RC-23, 24, 25, 26
Schedule RC-M—Memoranda	RC-27, 28, 29, 30
Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets	RC-31, 32, 33, 34, 35
Schedule RC-O—Other Data for Deposit Insurance Assessments	RC-36, 37, 38, 39, 40, 41
Schedule RC-P—1–4 Family Residential Mortgage Banking Activities (to be completed only by selected banks)	RC-42
Schedule RC-Q—Assets and Liabilities Measured at Fair Value on a Recurring Basis (to be completed only by selected banks)	RC-43, 44, 45
Schedule RC-R—Regulatory Capital:
Part I. Regulatory Capital Components and Ratios	RC-46, 47, 48, 49
Part II. Risk-Weighted Assets	RC-50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63
Schedule RC-S—Servicing, Securitization, and Asset Sale Activities	RC-64, 65
Schedule RC-T—Fiduciary and Related Services	RC-66, 67, 68, 69
Schedule RC-V—Variable Interest Entities	RC-70
Optional Narrative Statement Concerning the Amounts Reported in the Consolidated Reports of Condition and Income	RC-71

For information or assistance, national banks, state nonmember banks, and savings associations should contact the FDIC’s Data Collection and Analysis Section, 550 17th Street, NW, Washington, DC 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern Time. State member banks should contact their Federal Reserve District Bank.

06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 3 of 87

Contact Information for the Reports of Condition and Income

To facilitate communication between the Agencies and the bank concerning the Reports of Condition and Income, please provide contact information for (1) the Chief Financial Officer (or equivalent) of the bank signing the reports for this quarter, and (2) the person at the bank —other than the Chief Financial Officer (or equivalent) — to whom questions about the reports should be directed. If the Chief Financial Officer (or equivalent) is the primary contact for questions about the reports, please provide contact information for another person at the bank who will serve as a secondary contact for communications between the Agencies and the bank concerning the Reports of Condition and Income. Enter “none” for the contact’s e-mail address or fax number if not available. Contact information for the Reports of Condition and Income is for the confidential use of the Agencies and will not be released to the public.

Chief Financial Officer (or Equivalent)

Signing the Reports

Mona Nag

Name (TEXT C490)

CFO

Title (TEXT C491)

mona.nag@db.com

E-mail Address (TEXT C492)

212-250-0302

Area Code / Phone Number / Extension (TEXT C493)

212-797-5376

Area Code / FAX Number (TEXT C494)

Other Person to Whom Questions about the

Reports Should be Directed

Scott Iacono

Name (TEXT C495)

Director

Title (TEXT C496)

Scott.Iacono@db.com

E-mail Address (TEXT 4086)

212-250-8948

Area Code / Phone Number / Extension (TEXT 8902)

212-797-5376

Area Code / FAX Number (TEXT 9116)

Chief Executive Officer Contact Information    

This information is being requested so the Agencies can distribute notifications about policy initiatives, deposit insurance assessments, and other matters directly to the Chief Executive Officers of reporting institutions. Notifications about other matters may include emergency notifications that may or may not also be sent to the institution’s emergency contacts listed below. Please provide contact information for the Chief Executive Officer of the reporting institution. Enter “none” for the Chief Executive Officer’s e-mail address or fax number if not available. Chief Executive Officer contact information is for the confidential use of the Agencies and will not be released to the public.

Chief Executive Officer

Arjun Nagarkatti

Name (TEXT FT42)

arjun.nagarkatti@db.com

E-mail Address (TEXT FT44)

212-250-2677

Area Code / Phone Number / Extension (TEXT FT43)

646-403-3306

Area Code / FAX Number (TEXT FT45)

Emergency Contact Information

This information is being requested so the Agencies can distribute critical, time-sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision-making authority. Also provide information for a secondary contact if available. Enter “none” for the contact’s e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public.    

Primary Contact

Arjun Nagarkatti

Name (TEXT C366)

Managing Director

Title (TEXT C367)

Arjun.Nagarkatti@db.com

E-mail Address (TEXT C368)

212-250-2677

Area Code / Phone Number / Extension (TEXT C369)

646-867-1835

Area Code / FAX Number (TEXT C370)

Secondary Contact

Kristen Ciccimarra

Name (TEXT C371)

Director

Title (TEXT C372)

Kristen.Ciccimarra@db.com

E-mail Address (TEXT C373)

212-250-3051

Area Code / Phone Number / Extension (TEXT C374)

212-553-2456

Area Code / FAX Number (TEXT C375)

06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 4 of 87

USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information

This information is being requested to identify points-of-contact who are in charge of your bank’s USA PATRIOT Act Section 314(a) information requests. Bank personnel listed could be contacted by law enforcement officers or the Financial Crimes Enforcement Network (FinCEN) for additional information related to specific Section 314(a) search requests or other anti-terrorist financing and anti-money-laundering matters. Communications sent by FinCEN to the bank for purposes other than Section 314(a) notifications will state the intended purpose and should be directed to the appropriate bank personnel for review. Any disclosure of customer records to law enforcement officers or FinCEN must be done in compliance with applicable law, including the Right to Financial Privacy Act (12 U.S.C. 3401 et seq.).

Please provide information for a primary and secondary contact. Information for a third and fourth contact may be provided at the bank’s option. Enter “none” for the contact’s e-mail address if not available. This contact information is for the confidential use of the Agencies, FinCEN, and law enforcement officers and will not be released to the public.

Primary Contact

Aaron Wolf

Name (TEXT C437)

Managing Director

Title (TEXT C438)

Aaron.Wolf@db.com

E-mail Address (TEXT C439)

212-250-1530

Area Code / Phone Number / Extension (TEXT C440)

Third Contact

Hatton Hillin

Name (TEXT C870)

Assistant Vice President

Title (TEXT C871)

Hatton.Hillin@db.com

E-mail Address (TEXT C872)

904-520-5106

Area Code / Phone Number / Extension (TEXT C873)

Secondary Contact

Jeffrey Harwin

Name (TEXT C442)

Managing Director

Title (TEXT C443)

Jeffrey.Harwin@db.com

E-mail Address (TEXT C444)

212-250-7106

Area Code / Phone Number / Extension (TEXT C445)

Fourth Contact

Andrea Gartner

Name (TEXT C875)

Vice President

Title (TEXT C876)

Andrea.Gartner@db.com

E-mail Address (TEXT C877)

904-527-6571

Area Code / Phone Number / Extension (TEXT C878)

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RI-1

Consolidated Report of Income for the period January 1, 2022–June 30, 2022

Schedule RI—Income Statement

Dollar Amounts in Thousands			RIAD		Amount
1. Interest income:
a. Interest and fee income on loans:
(1) Loans secured by real estate:
(a) Loans secured by 1–4 family residential properties				4435		27,000	1.a.	(1)(a)
(b) All other loans secured by real estate				4436		39,000	1.a.	(1)(b)
(2) Commercial and industrial loans				4012		21,000	1.a.	(2)
(3) Loans to individuals for household, family, and other personal expenditures:
(a) Credit cards				B485		0	1.a.	(3)(a)
(b) Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)				B486		4,000	1.a.	(3)(b)
(4) Not applicable
(5) All other loans (1)				4058		57,000	1.a.	(5)
(6) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(5))				4010		148,000	1.a.	(6)
b. Income from lease financing receivables				4065		0	1.b.
c. Interest income on balances due from depository institutions (2)				4115		50,000	1.c.
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities)				B488		3,000	1.d.	(1)
(2) Mortgage-backed securities				B489		0	1.d.	(2)
(3) All other securities (includes securities issued by states and political subdivisions in the U.S.)				4060		0	1.d.	(3)
e. Not applicable
f. Interest income on federal funds sold and securities purchased under agreements to resell				4020		15,000	1.f.
g. Other interest income				4518		2,000	1.g.
h. Total interest income (sum of items 1.a.(6) through 1.g)				4107		218,000	1.h.
2. Interest expense:
a. Interest on deposits:
(1) Transaction accounts (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts)				4508		13,000	2.a.	(1)
(2) Nontransaction accounts:
(a) Savings deposits (includes MMDAs)				0093		6,000	2.a.	(2)(a)
(b) Time deposits of $250,000 or less				HK03		0	2.a.	(2)(b)
(c) Time deposits of more than $250,000				HK04		0	2.a.	(2)(c)
b. Expense of federal funds purchased and securities sold under agreements to repurchase				4180		0	2.b.
c. Interest on trading liabilities and other borrowed money				4185		1,000	2.c.
d. Interest on subordinated notes and debentures				4200		0	2.d.
e. Total interest expense (sum of items 2.a through 2.d)				4073		20,000	2.e.
3. Net interest income (item 1.h minus 2.e)	4074	198,000					3.
4. Provision for loan and lease losses (3)	JJ33	2,000					4.

1. Includes interest and fee income on “Loans to depository institutions and acceptances of other banks,” “Loans to finance agricultural production and other loans to farmers,” “Obligations (other than securities and leases) of states and political subdivisions in the U.S.,” and “Loans to nondepository financial institutions and other loans.”

2. Includes interest income on time certificates of deposit not held for trading.

3. Institutions that have adopted ASU 2016-13 should report in item 4 the provisions for credit losses on all financial assets and off-balance-sheet credit exposures that fall within the scope of the standard.

06/2022

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RI-2

Schedule RI—Continued

				Year-to-date
Dollar Amounts in Thousands				RIAD		Amount
5. Noninterest income:
a. Income from fiduciary activities (1)					4070		169,000		5.a.
b. Service charges on deposit accounts					4080		76,000		5.b.
c. Trading revenue					A220		0		5.c.
d. Income from securities-related and insurance activities:
(1) Fees and commissions from securities brokerage					C886		0		5.d.	(1)
(2) Investment banking, advisory, and underwriting fees and commissions					C888		0		5.d.	(2)
(3) Fees and commissions from annuity sales					C887		0		5.d.	(3)
(4) Underwriting income from insurance and reinsurance activities					C386		0		5.d.	(4)
(5) Income from other insurance activities					C387		0		5.d.	(5)
e. Venture capital revenue					B491		0		5.e.
f. Net servicing fees					B492		0		5.f.
g. Net securitization income					B493		0		5.g.
h. Not applicable
i. Net gains (losses) on sales of loans and leases					5416		0		5.i.
j. Net gains (losses) on sales of other real estate owned					5415		1,000		5.j.
k. Net gains (losses) on sales of other assets (2)					B496		0		5.k.
l. Other noninterest income*					B497		(46,000	)	5.l.
m. Total noninterest income (sum of items 5.a through 5.l)	4079	200,000							5.m.
6. a. Realized gains (losses) on held-to-maturity securities	3521	0							6.a.
b. Realized gains (losses) on available-for-sale debt securities	3196	0							6.b.
7. Noninterest expense:
a. Salaries and employee benefits					4135		70,000		7.a.
b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest)					4217		14,000		7.b.
c. (1) Goodwill impairment losses					C216		0		7.c.	(1)
(2) Amortization expense and impairment losses for other intangible assets					C232		2,000		7.c.	(2)
d. Other noninterest expense*					4092		319,000		7.d.
e. Total noninterest expense (sum of items 7.a through 7.d)	4093	405,000							7.e.
8. a. Income (loss) before change in net unrealized holding gains (losses) on equity securities not held for trading, applicable income taxes, and discontinued operations (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e)	HT69	(9,000	)						8.a.
b. Change in net unrealized holding gains (losses) on equity securities not held for trading (3) .	HT70	0							8.b
c. Income (loss) before applicable income taxes and discontinued operations (sum of items 8.a and 8.b)	4301	(9,000	)						8.c.
9. Applicable income taxes (on item 8.c)	4302	(1,000	)						9.
10. Income (loss) before discontinued operations (item 8.c minus item 9)	4300	(8,000	)						10.
11. Discontinued operations, net of applicable income taxes*	FT28	0							11.
12. Net income (loss) attributable to bank and noncontrolling (minority) interests (sum of items 10 and 11)	G104	(8,000	)						12.
13. LESS: Net income (loss) attributable to noncontrolling (minority) interests (if net income, report as a positive value; if net loss, report as a negative value)	G103	0							13.
14. Net income (loss) attributable to bank (item 12 minus item 13)	4340	(8,000	)						14.

* Describe on Schedule RI-E—Explanations.

1. For banks required to complete Schedule RC-T, items 14 through 22, income from fiduciary activities reported in Schedule RI, item 5.a, must equal the amount reported in Schedule RC-T, item 22.

2. Exclude net gains (losses) on sales of trading assets and held-to-maturity and available-for-sale debt securities.

3. Item 8.b is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities.

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RI-3

Schedule RI—Continued

Memoranda		Year-to-date
Dollar Amounts in Thousands		RIAD		Amount
1.	Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes		4513			0	M.1.
Memorandum item 2 is to be completed by banks with $1 billion or more in total assets (1)
2.	Income from the sale and servicing of mutual funds and annuities (included in Schedule RI, item 8)		8431			0	M.2.
3.	Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items 1.a and 1.b)		4313			0	M.3.
4.	Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3))		4507			0	M.4.
5.	Number of full-time equivalent employees at end of current period (round to nearest whole number)		4150			Number 414	M.5.
Memorandum item 6 is to be completed by: (1)
•	banks with $300 million or more in total assets, and
•	banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans
6.	Interest and fee income on loans to finance agricultural production and other loans to farmers (included in Schedule RI, item 1.a.(5))		4024			Amount 0	M.6.
7.	If the reporting institution has applied push down accounting this calendar year, report the date of the institution’s acquisition (see instructions) (2)		RIAD 9106			Date 00000000	M.7.
8.	Not applicable
Memorandum items 9.a and 9.b are to be completed by banks with $10 billion or more in total assets. (1)
9.	Net gains (losses) recognized in earnings on credit derivatives that economically hedge credit exposures held outside the trading account:					Amount
	a. Net gains (losses) on credit derivatives held for trading		C889			0	M.9.a.
	b. Net gains (losses) on credit derivatives held for purposes other than trading		C890			0	M.9.b.
Memorandum item 10 is to be completed by banks with $300 million or more in total assets. (1)
10.	Credit losses on derivatives (see instructions)		A251			0	M.10.
11.	Does the reporting bank have a Subchapter S election in effect for federal income tax purposes for the current tax year?		RIAD A530		Yes	No x	M.11.
Memorandum item 12 is to be completed by banks that are required to complete Schedule RC-C, Part I, Memorandum items 8.b and 8.c. and is to be completed semiannually in the June and December reports only.
12.	Noncash income from negative amortization on closed-end loans secured by 1–4 family
	residential properties (included in Schedule RI, item 1.a.(1)(a))		F228			NA	M.12.

1. The asset-size tests and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2021, Report of Condition.

2. Report the date in YYYYMMDD format. For example, a bank acquired on March 1, 2022, would report 20220301.

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RI-4

Schedule RI—Continued

Memoranda—Continued

	Year-to-date
Dollar Amounts in Thousands	RIAD		Amount
Memorandum item 13 is to be completed by banks that have elected to account for assets and liabilities under a fair value option.
13. Net gains (losses) recognized in earnings on assets and liabilities that are reported at fair value under a fair value option:
a. Net gains (losses) on assets		F551	0	M.13.a.
(1) Estimated net gains (losses) on loans attributable to changes in instrument-specific credit risk		F552	0	M.13.a.(1)
b. Net gains (losses) on liabilities		F553	0	M.13.b.
(1) Estimated net gains (losses) on liabilities attributable to changes in instrument-specific credit risk		F554	0	M.13.b.(1)
14. Other-than-temporary impairment losses on held-to-maturity and available-for-sale debt securities recognized in earnings (included in Schedule RI, items 6.a and 6.b) (1)		J321	NA	M.14.
Memorandum item 15 is to be completed by institutions with $1 billion or more in total assets (2) that answered “Yes” to Schedule RC-E, Memorandum item 5.
15. Components of service charges on deposit accounts (sum of Memorandum items 15.a through 15.d must equal Schedule RI, item 5.b):
a. Consumer overdraft-related service charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use		H032	NA	M.15.a.
b. Consumer account periodic maintenance charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use		H033	NA	M.15.b.
c. Consumer customer automated teller machine (ATM) fees levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use		H034	NA	M.15.c.
d. All other service charges on deposit accounts		H035	NA	M.15.d.

1. Memorandum item 14 is to be completed only by institutions that have not adopted ASU 2016-13.

2. The $1 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

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RI-5

Schedule RI-A—Changes in Bank Equity Capital

Dollar Amounts in Thousands		RIAD		Amount
1.	Total bank equity capital most recently reported for the December 31, 2021, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)		3217		9,334,000		1.
2.	Cumulative effect of changes in accounting principles and corrections of material accounting errors*		B507		0		2.
3.	Balance end of previous calendar year as restated (sum of items 1 and 2)		B508		9,334,000		3.
4.	Net income (loss) attributable to bank (must equal Schedule RI, item 14)		4340		(8,000	)	4.
5.	Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions)		B509		(2,000	)	5.
6.	Treasury stock transactions, net		B510		0		6.
7.	Changes incident to business combinations, net		4356		0		7.
8.	LESS: Cash dividends declared on preferred stock		4470		0		8.
9.	LESS: Cash dividends declared on common stock		4460		0		9.
10.	Other comprehensive income (1)		B511		(32,000	)	10.
11.	Other transactions with stockholders (including a parent holding company)* (not included in items 5, 6, 8, or 9 above)		4415		0		11.
12.	Total bank equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 27.a)		3210		9,292,000		12.

* Describe on Schedule RI-E—Explanations.

1. Includes, but is not limited to, changes in net unrealized holding gains (losses) on available-for-sale debt securities, changes in accumulated net gains (losses) on cash flow hedges, and pension and other postretirement plan-related changes other than net periodic benefit cost.

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RI-6

Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowances for Credit Losses

Part I. Charge-offs and Recoveries on Loans and Leases

Part I includes charge-offs and recoveries through	(Column A)				(Column B)
the allocated transfer risk reserve.	Charge-offs (1)				Recoveries
	Calendar Year-to-date
Dollar Amounts in Thousands	RIAD		Amount		RIAD		Amount
1. Loans secured by real estate:
a. Construction, land development, and other land loans:
(1) 1–4 family residential construction loans		C891		0		C892		0	1.a.(1)
(2) Other construction loans and all land development and other land loans		C893		0		C894		0	1.a.(2)
b. Secured by farmland		3584		0		3585		0	1.b.
c. Secured by 1–4 family residential properties:
(1) Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit		5411		0		5412		0	1.c.(1)
(2) Closed-end loans secured by 1–4 family residential properties:
(a) Secured by first liens		C234		0		C217		1,000	1.c.(2)(a)
(b) Secured by junior liens		C235		0		C218		0	1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties		3588		0		3589		0	1.d.
e. Secured by nonfarm nonresidential properties:
(1) Loans secured by owner-occupied nonfarm nonresidential properties		C895		0		C896		0	1.e.(1)
(2) Loans secured by other nonfarm nonresidential properties		C897		0		C898		0	1.e.(2)
2. and 3. Not applicable		4638		0		4608		0	4.
4. Commercial and industrial loans
5. Loans to individuals for household, family, and other personal expenditures:
a. Credit cards		B514		0		B515		0	5.a.
b. Automobile loans		K129		0		K133		0	5.b.
c. Other (includes revolving credit plans other than credit cards and other consumer loans)		K205		0		K206		0	5.c.
6. Not applicable
7. All other loans (2)		4644		0		4628		0	7.
8. Lease financing receivables		4266		0		4267		0	8.
9. Total (sum of items 1 through 8)		4635		0		4605		1,000	9.

1. Include write-downs arising from transfers of loans to a held-for-sale account.

2. Includes charge-offs and recoveries on ”Loans to depository institutions and acceptances of other banks,“ “Loans to finance agricultural production and other loans to farmers,” “Obligations (other than securities and leases) of states and political subdivisions in the U.S.,” and “Loans to nondepository financial institutions and other loans.”

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RI-7

Schedule RI-B—Continued

Memoranda
		(Column A)				(Column B)
		Charge-offs (1)				Recoveries
		Calendar Year-to-date
Dollar Amounts in Thousands		RIAD		Amount		RIAD		Amount
1.	Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RI-B, Part I, items 4 and 7, above		5409		0		5410		0	M.1.
2.	Memorandum items 2.a. through 2.d. are to be completed by banks with $300 million or more in total assets: (2)
	a. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RI-B, Part I, item 1, above)		4652		0		4662		0	M.2.a.
	b. Not applicable
	c. Commercial and industrial loans to non-U.S. addressees (domicile) (included in Schedule RI-B, Part I, item 4 above)		4646		0		4618		0	M.2.c.
	d. Leases to individuals for household, family, and other personal expenditures (included in Schedule RI-B, Part I, item 8, above)		F185		0		F187		0	M.2.d.
Memorandum item 3 is to be completed by: (2)
	• banks with $300 million or more in total assets, and
	• banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans:
3.	Loans to finance agricultural production and other loans to farmers (included in Schedule RI-B, Part I, item 7, above)		4655		0		4665		0	M.3.
Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.
						Calendar Year-to-date
						RIAD		Amount
4.	Uncollectible retail credit card fees and finance charges reversed against income (i.e., not included in charge-offs against the allowance for loan and lease losses) (3)						C388		NA	M.4.

1. Include write-downs arising from transfers of loans to a held-for-sale account.

2. The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2021, Report of Condition.

3. Institutions that have adopted ASU 2016-13 should report in Memorandum item 4 uncollectible retail credit card fees and finance charges reversed against income (i.e., not included in charge-offs against the allowance for credit losses on loans and leases).

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RI-8

Schedule RI-B—Continued

Part II. Changes in Allowances for Credit Losses ⁽¹⁾

		(Column A)				(Column B)				(Column C)
		Loans and Leases Held				Held-to-Maturity				Available-for-Sale
		for Investment				Debt Securities (2)				Debt Securities (2)
Dollar Amounts in Thousands		RIAD		Amount		RIAD		Amount		RIAD		Amount
1.	Balance most recently reported for the December 31, 2021, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)		B522		13,000		JH88		0		JH94		0	1.
2.	Recoveries (column A must equal Part I, item 9, column B, above)		4605		1,000		JH89		0		JH95		0	2.
3.	LESS: Charge-offs (column A must equal Part I, item 9, column A, above less Schedule RI-B, Part II, item 4, column A)		C079		0		JH92		0		JH98		0	3.
4.	LESS: Write-downs arising from transfers of financial assets (3)		5523		0		JJ00		0		JJ01		0	4.
5.	Provisions for credit losses (4, 5)		4230		2,000		JH90		0		JH96		0	5.
6.	Adjustments* (see instructions for this schedule)		C233		0		JH91		0		JH97		0	6.
7.	Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) (column A must equal Schedule RC, item 4.c)		3123		16,000		JH93		0		JH99		0	7.

* Describe on Schedule RI-E—Explanations.

1. Institutions that have not adopted ASU 2016-13 should report changes in the allowance for loan and lease losses in column A. 2. Columns B and C are to be completed only by institutions that have adopted ASU 2016-13.

3. Institutions that have not yet adopted ASU 2016-13 should report write-downs arising from transfers of loans to a held-for-sale account in item 4, column A.

4. Institutions that have not yet adopted ASU 2016-13 should report the provision for loan and lease losses in item 5, column A, and the amount reported must equal Schedule RI, item 4.

5. For institutions that have adopted ASU 2016-13, the sum of item 5, columns A through C, plus schedule RI-B, Part II, Memorandum items 5 and 7, below, must equal Schedule RI, item 4.

Memoranda

Dollar Amounts in Thousands		RIAD		Amount
1.	Allocated transfer risk reserve included in Schedule RI-B, Part II, item 7,column A, above		C435		0		M.1.
Memorandum items 2 and 3 are to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.
2.	Separate valuation allowance for uncollectible retail credit card fees and finance charges		C389		NA		M.2.
3.	Amount of allowance for loan and lease losses attributable to retail credit card fees and finance charges (1)		C390		NA		M.3.
4.	Amount of allowance for post-acquisition credit losses on purchased credit-impaired loans accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3) (included in Schedule RI-B, Part II, item 7, column A , above) (2)		C781		NA		M.4.
5.	Provisions for credit losses on other financial assets measured at amortized cost (not included in item 5, above) (3)		JJ02 RCON		1,000		M.5.
6.	Allowance for credit losses on other financial assets measured at amortized cost (not included in item 7, above) (3)		JJ03 RIAD		1,000		M.6.
7.	Provisions for credit losses on off-balance-sheet credit exposures (3)		MG93		(1,000	)	M.7.
8.	Estimated amount of expected recoveries of amounts previously written off included within the allowance for credit losses on loans and leases held for investment (included in item 7, column A, “Balance end of current period,” above) (3)		MG94		0		M.8.

1. Institutions that have adopted ASU 2016-13 should report in Memorandum item 3 the amount of allowance for credit losses on loans and leases attributable to retail credit card fees and finance changes.

2. Memorandum item 4 is to be completed only by institutions that have not yet adopted ASU 2016-13. 3. Memorandum items 5, 6, 7, and 8 are to be completed only by institutions that have adopted ASU 2016-13.

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RI-9

Schedule RI-C—Disaggregated Data on the Allowance for Loan and Lease Losses

Part I. Disaggregated Data on the Allowance for Loan and Lease Losses ⁽¹⁾

Schedule RI-C. Part I, is to be completed by institutions with $1 billion or more in total assets. ⁽²⁾

(Column A) Recorded Investment: Individually Evaluated for Impairment and Determined to be Impaire (ASC 310-10-35)

(Column B) Allowance Balance: Individually Evaluated for Impairment and Determined to be Impaired (ASC 310-10-35)

(Column C) Recorded Investment: Collectively Evaluated for Impairment (ASC 450-20)

(Column D) Allowance Balance: Collectively Evaluated for Impairment (ASC 450-20)

(Column E) Recorded Investment: Purchased Credit-Impaired Loans (ASC 310-30)

(Column F) Allowance Balance: Purchased Credit-Impaired Loans (ASC 310-30)

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

RCON

Amount

RCON

Amount

RCON

Amount

1. Real estate loans:

a. Construction loans

M708

NA

M709

NA

M710

NA

M711

NA

M712

NA

M713

NA

1.a.

b. Commercial real estate loans

M714

NA

M715

NA

M716

NA

M717

NA

M719

NA

M720

NA

1.b.

c. Residential real estate loans

M721

NA

M722

NA

M723

NA

M724

NA

M725

NA

M726

NA

1.c.

2. Commercial loans (3)

M727

NA

M728

NA

M729

NA

M730

NA

M731

NA

M732

NA

2.

3. Credit cards

M733

NA

M734

NA

M735

NA

M736

NA

M737

NA

M738

NA

3.

4. Other consumer loans

M739

NA

M740

NA

M741

NA

M742

NA

M743

NA

M744

NA

4.

5. Unallocated, if any

M745

NA

5.

6. Total (sum of items 1.a. through 5) (4)

M746

NA

M747

NA

M748

NA

M749

NA

M750

NA

M751

NA

6.

1. Only institutions that have not yet adopted ASU 2016-13 are to complete Schedule RI-C, Part I.

2. The $1 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

3. Include all loans and leases not reported as real estate loans, credit cards, or other consumer loans in items 1, 3, or 4 of Schedule RI-C.

4. The sum of item 6, columns B, D, and F, must equal Schedule RC, item 4.c. Item 6, column E, must equal Schedule RC-C, Part I, Memorandum item 7.b. Item 6, column F, must equal Schedule RI-B, Part II, Memorandum item 4.

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RI-10

Schedule RI-C—Continued

Part II. Disaggregated Data on the Allowances for Credit Losses (1)

Schedule RI-C, Part II, is to be completed by institutions with $1 billion or more in total assets. (2)

	(Column A) Amortized Cost				(Column B) Allowance Balance
Dollar Amounts in Thousands	RCON		Amount		RCON		Amount
Loans and Leases Held for Investment:
1. Real estate loans:
a. Construction loans		JJ04		120,000		JJ12		0	1.a.
b. Commercial real estate loans		JJ05		3,703,000		JJ13		2,000	1.b.
c. Residential real estate loans		JJ06		2,215,000		JJ14		5,000	1.c.
2. Commercial loans (3)		JJ07		7,538,000		JJ15		9,000	2.
3. Credit cards		JJ08		0		JJ16		0	3.
4. Other consumer loans		JJ09		323,000		JJ17		0	4.
5. Unallocated, if any						JJ18		0	5.
6. Total (sum of items 1.a. through 5) (4)		JJ11		13,899,000		JJ19		16,000	6.

	Allowance Balance
Dollar Amounts in Thousands	RCON		Amount
Held-to-Maturity Securities:
7. Securities issued by states and political subdivisions in the U.S		JJ20		0	7.
8. Mortgage- backed securities (MBS) (including CMOs, REMICs, and stripped MBS)		JJ21		0	8.
9. Asset- backed securities and structured financial products		JJ23		0	9.
10. Other debt securities		JJ24		0	10.
11. Total (sum of items 7 through 10) (5)		JJ25		0	11.

1. Only institutions that have adopted ASU 2016-13 are to complete Schedule RI-C, Part II.

2. The $1 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

3. Include all loans and leases not reported as real estate loans, credit cards, or other consumer loans in items 1, 3, or 4 of Schedule RI-C, Part II.

4. Item 6, column B, must equal Schedule RC, item 4.c.

5. Item 11 must equal Schedule RI-B, Part II, item 7, column B.

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RI-11

Schedule RI-E—Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedule RI-A and RI-B, all discontinued operations in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)

			Year-to-date
Dollar Amounts in Thousands			RIAD		Amount
1. Other noninterest income (from Schedule RI, item 5.l)
Itemize and describe amounts greater than $100,000 that exceed 7 percent of Schedule RI, item 5.l:
a. Income and fees from the printing and sale of checks				C013		0		1.a.
b. Earnings on/increase in value of cash surrender value of life insurance				C014		0		1.b.
c. Income and fees from automated teller machines (ATMs)				C016		0		1.c.
d. Rent and other income from other real estate owned				4042		0		1.d.
e. Safe deposit box rent				C015		0		1.e.
f. Bank card and credit card interchange fees				F555		0		1.f.
g. Income and fees from wire transfers not reportable as service charges on deposit accounts				T047		0		1.g.
h. TEXT     4461 Net gains (losses) on non-trading derivatives				4461		(132,000	)	1.h.
i. TEXT     4462 Revenue from Services rendered to affiliates				4462		80,000		1.i.
j. TEXT     4463 Commissions and fees				4463		6,000		1.j.
2. Other noninterest expense (from Schedule RI, item 7.d)
Itemize and describe amounts greater than $100,000 that exceed 7 percent of Schedule RI, item 7.d:
a. Data processing expenses				C017		0		2.a.
b. Advertising and marketing expenses				0497		0		2.b.
c. Directors’ fees				4136		0		2.c.
d. Printing, stationery, and supplies				C018		0		2.d.
e. Postage				8403		0		2.e.
f. Legal fees and expenses				4141		0		2.f.
g. FDIC deposit insurance assessments				4146		0		2.g.
h. Accounting and auditing expenses				F556		0		2.h.
i. Consulting and advisory expenses				F557		0		2.i.
j. Automated teller machine (ATM) and interchange expenses				F558		0		2.j.
k. Telecommunications expenses				F559		0		2.k.
l. Other real estate owned expenses				Y923		0		2.l.
m. Insurance expenses (not included in employee expenses, premises and fixed asset expenses,
and other real estate owned expenses)				Y924		0		2.m.
n. TEXT     4464 Services rendered by affiliates				4464		286,000		2.n.
o. TEXT     4467				4467		0		2.o.
p. TEXT     4468				4468		0		2.p.
3. Discontinued operations and applicable income tax effect (from Schedule RI, item 11)
(itemize and describe each discontinued operation):
a. (1) TEXT           FT29				FT29		0		3.a.	(1)
(2) Applicable income tax effect	FT30	0						3.a.	(2)
b.(1) TEXT           FT31				FT31		0		3.b.	(1)
(2) Applicable income tax effect	FT32	0						3.b.	(2)

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RI-12

Schedule RI-E—Continued

	Year-to-date
Dollar Amounts in Thousands	RIAD			Amount
4. Cumulative effect of changes in accounting principles and corrections of material accounting errors (from Schedule RI-A, item 2) (itemize and describe all such effects):
a. Effect of adoption of current expected credit losses methodology - ASU 2016-13 (1, 2)		JJ26			0	4.a.
b. Effect of adoption of lease accounting standard - ASC Topic 842		KW17			NA	4.b.
c. TEXT     B526		B526			0	4.c.
d. TEXT     B527		B527			0	4.d.
5. Other transactions with stockholders (including a parent holding company) (from Schedule RI-A, item 11) (itemize and describe all such transactions):
a. TEXT     4498		4498			0	5.a.
b. TEXT     4499		4499			0	5.b.
6. Adjustments to allowances for credit losses (3) (from Schedule RI-B, Part II, item 6) (itemize and describe all adjustments):
a. Initial allowances for credit losses recognized upon the acquisition of purchased credit-deteriorated assets on or after the effective date of ASU 2016-13 (1)		JJ27			0	6.a.
b. Effect of adoption of current expected credit losses methodology on allowances for credit losses (1, 2)		JJ28			0	6.b.
c. TEXT     4521		4521			0	6.c.
d. TEXT     4522		4522			0	6.d.
7. Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income):		RIAD	Yes		No
Comments?		4769			x	7.

Other explanations (please type or print clearly; 750 character limit):

(TEXT 4769)

1. Only institutions that have adopted ASU 2016-13 should report amounts in items 4.a, 6.a, and 6.b, if applicable.

2. An institution should complete item 4.a and item 6.b in the quarter that it adopts ASU 2016-13 and in the quarter-end Call Reports for the remainder of that calendar year only.

3. Institutions that have not adopted ASU 2016-13 should report adjustments to the allowance for loan and lease losses in items 6.c and 6.d, if applicable.

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RC-1

Consolidated Report of Condition for Insured Banks and Savings Associations for June 30, 2022

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

Dollar Amounts in Thousands			RCON		Amount
Assets
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)				0081		33,000	1.a.
b. Interest-bearing balances (2)				0071		18,161,000	1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) (3)				JJ34		0	2.a.
b. Available-for-sale debt securities (from Schedule RC-B, column D)				1773		720,000	2.b.
c. Equity securities with readily determinable fair values not held for trading (4)				JA22		6,000	2.c.
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold				B987		0	3.a.
b. Securities purchased under agreements to resell (5, 6)				B989		5,917,000	3.b.
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale				5369		0	4.a.
b. Loans and leases held for investment	B528	13,899,000					4.b.
c. LESS: Allowance for loan and lease losses	3123	16,000					4.c.
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) (7)				B529		13,883,000	4.d.
5. Trading assets (from Schedule RC-D)				3545		0	5.
6. Premises and fixed assets (including capitalized leases)				2145		0	6.
7. Other real estate owned (from Schedule RC-M)				2150		0	7.
8. Investments in unconsolidated subsidiaries and associated companies				2130		0	8.
9. Direct and indirect investments in real estate ventures				3656		0	9.
10. Intangible assets (from Schedule RC-M)				2143		6,000	10.
11. Other assets (from Schedule RC-F) (6)				2160		2,250,000	11.
12. Total assets (sum of items 1 through 11)				2170		40,976,000	12.
Liabilities
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)				2200		29,072,000	13.a.
(1) Noninterest-bearing (8) 6631		13,420,000					13.a.(1)
(2) Interest-bearing 6636		15,652,000					13.a.(2)
b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased (9)				B993		0	14.a.
b. Securities sold under agreements to repurchase (10)				B995		0	14.b.
15. Trading liabilities (from Schedule RC-D)				3548		0	15.
16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)				3190		69,000	16.
17. and 18. Not applicable
19. Subordinated notes and debentures (11)				3200		0	19.

1. Includes cash items in process of collection and unposted debits.

2. Includes time certificates of deposit not held for trading.

3. Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.

4. Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities.

5. Includes all securities resale agreements, regardless of maturity.

6. Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.

7. Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.

8. Includes noninterest-bearing demand, time, and savings deposits.

9. Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

10. Includes all securities repurchase agreements, regardless of maturity.

11. Includes limited-life preferred stock and related surplus.

06/2022

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RC-2

Schedule RC—Continued

Dollar Amounts in Thousands	RCON		Amount
Liabilities—continued
20. Other liabilities (from Schedule RC-G)		2930		2,543,000		20.
21. Total liabilities (sum of items 13 through 20)		2948		31,684,000		21.
22. Not applicable
Equity Capital
Bank Equity Capital
23. Perpetual preferred stock and related surplus		3838		0		23.
24. Common stock		3230		2,127,000		24.
25. Surplus (exclude all surplus related to preferred stock)		3839		939,000		25.
26. a. Retained earnings		3632		6,266,000		26.a.
b. Accumulated other comprehensive income (1)		B530		(40,000	)	26.b.
c. Other equity capital components (2)		A130		0		26.c.
27. a. Total bank equity capital (sum of items 23 through 26.c)		3210		9,292,000		27.a.
b. Noncontrolling (minority) interests in consolidated subsidiaries		3000		0		27.b.
28. Total equity capital (sum of items 27.a and 27.b)		G105		9,292,000		28.
29. Total liabilities and equity capital (sum of items 21 and 28)		3300		40,976,000		29.
Memoranda
To be reported with the March Report of Condition.
	RCON		Number
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2021		6724		NA		M.1.

1a	=	An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution
1b	=	An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution
2a	=	An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

2b	=	An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)
3	=	This number is not to be used
4	=	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)
5	=	Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)
6	=	Review of the bank’s financial statements by external auditors
7	=	Compilation of the bank’s financial statements by external auditors
8	=	Other audit procedures (excluding tax preparation work)
9	=	No external audit work

To be reported with the March Report of Condition.	RCON		Date
2. Bank’s fiscal year-end date (report the date in MMDD format)		8678		NA	M.2.

1. Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.

2. Includes treasury stock and unearned Employee Stock Ownership Plan shares.

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RC-3

Schedule RC-A—Cash and Balances Due from Depository Institutions

Schedule RC-A is to be completed only by banks with $300 million or more in total assets. ⁽¹⁾

Exclude assets held for trading.

Dollar Amounts in Thousands	RCON		Amount
1. Cash items in process of collection, unposted debits, and currency and coin:
a. Cash items in process of collection and unposted debits		0020		30,000	1.a.
b. Currency and coin		0080		0	1.b.
2. Balances due from depository institutions in the U.S		0082		21,000	2.
3. Balances due from banks in foreign countries and foreign central banks		0070		0	3.
4. Balances due from Federal Reserve Banks		0090		18,143,000	4.
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b)		0010		18,194,000	5.

1. The $300 million asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

Schedule RC-B—Securities

Exclude assets held for trading.

	Held-to-maturity								Available-for-sale
	(Column A) Amortized Cost				(Column B) Fair Value				(Column C) Amortized Cost				(Column D) Fair Value
Dollar Amounts in Thousands	RCON		Amount		RCON		Amount		RCON		Amount		RCON		Amount
1. U.S. Treasury securities		0211		0		0213		0		1286		772,000		1287		720,000	1.
2. U.S. Government agency and sponsored agency obligations (exclude mortgage-backed securities) (1)		HT50		0		HT51		0		HT52		0		HT53		0	2.
3. Securities issued by states and political subdivisions in the U.S		8496		0		8497		0		8498		0		8499		0	3.

1. Includes Small Business Administration “Guaranteed Loan Pool Certificates”; U.S. Maritime Administration obligations; Export-Import Bank participation certificates; and obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.

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RC-4

Schedule RC-B—Continued

Held-to-maturity

Available-for-sale

(Column A)

(Column B)

(Column C)

(Column D)

Amortized Cost

Fair Value

Amortized Cost

Fair Value

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

RCON

Amount

4. Mortgage-backed securities (MBS):

a. Residential mortgage pass-through securities:

(1) Guaranteed by GNMA

G300

0

G301

0

G302

0

G303

0

4.a.

(1)

(2) Issued by FNMA and FHLMC

G304

0

G305

0

G306

0

G307

0

4.a.

(2)

(3) Other pass-through securities

G308

0

G309

0

G310

0

G311

0

4.a.

(3)

b. Other residential mortgage-backed securities (include CMOs, REMICs, and stripped MBS):

(1) Issued or guaranteed by U.S. Government agencies or sponsored agencies (1)

G312

0

G313

0

G314

0

G315

0

4.b.

(1)

(2) Collateralized by MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (1)

G316

0

G317

0

G318

0

G319

0

4.b.

(2)

(3) All other residential MBS

G320

0

G321

0

G322

0

G323

0

4.b.

(3)

c. Commercial MBS

(1) Commercial mortgage pass-through securities:

(a) Issued or guaranteed by FNMA, FHLMC, or GNMA

K142

0

K143

0

K144

0

K145

0

4.c.

(1)(a)

(b) Other pass-through securities

K146

0

K147

0

K148

0

K149

0

4.c.

(1)(b)

1. U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA).

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RC-5

    Schedule RC-B—Continued

	Held-to-maturity								Available-for-sale
	(Column A) Amortized Cost				(Column B) Fair Value				(Column C) Amortized Cost				(Column D) Fair Value
Dollar Amounts in Thousands	RCON		Amount		RCON		Amount		RCON		Amount		RCON		Amount
4. c. (2) Other commercial MBS:
(a) Issued or guaranteed by U.S. Government agencies or sponsored agencies (1)		K150		0		K151		0		K152		0		K153		0	4.c.	(2)(a)
(b) All other commercial MBS		K154		0		K155		0		K156		0		K157		0	4.c.	(2)(b)
5. Asset-backed securities and structured financial products:
a. Asset-backed securities (ABS)		C026		0		C988		0		C989		0		C027		0	5.a.
b. Structured financial products		HT58		0		HT59		0		HT60		0		HT61		0	5.b.
6. Other debt securities:
a. Other domestic debt securities		1737		0		1738		0		1739		0		1741		0	6.a.
b. Other foreign debt securities		1742		0		1743		0		1744		0		1746		0	6.b.
7. Unallocated portfolio layer fair value hedge basis adjustments (2) .										MG95		NA					7.
8. Total (sum of items 1 through 7) (3)		1754		0		1771		0		1772		772,000		1773		720,000	8.

1. U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA).

2. This item is to be completed by institutions that have adopted ASU 2022-01, as applicable.

3. For institutions that have adopted ASU 2016-13, the total reported in column A must equal Schedule RC, item 2.a, plus Schedule RI-B, Part II, item 7, column B. For institutions that have not adopted ASU 2016-13, the total reported in column A must equal Schedule RC, item 2.a. For all institutions, the total reported in column D must equal Schedule RC, item 2.b.

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RC-6

Schedule RC-B—Continued

Memoranda

Dollar Amounts in Thousands	RCON		Amount
1. Pledged securities (1)		0416		0	M.1.
2. Maturity and repricing data for debt securities (excluding those in nonaccrual status):
a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non-mortgage debt securities; and mortgage pass-through securities other than those backed by closed-end first lien 1–4 family residential mortgages with a remaining maturity or next repricing date of: (2), (3)
(1) Three months or less		A549		0	M.2.a.(1)
(2) Over three months through 12 months		A550		98,000	M.2.a.(2)
(3) Over one year through three years		A551		243,000	M.2.a.(3)
(4) Over three years through five years		A552		0	M.2.a.(4)
(5) Over five years through 15 years		A553		379,000	M.2.a.(5)
(6) Over 15 years		A554		0	M.2.a.(6)
b. Mortgage pass-through securities backed by closed-end first lien 1–4 family residential mortgages with a remaining maturity or next repricing date of: (2), (4)
(1) Three months or less		A555		0	M.2.b.(1)
(2) Over three months through 12 months		A556		0	M.2.b.(2)
(3) Over one year through three years		A557		0	M.2.b.(3)
(4) Over three years through five years		A558		0	M.2.b.(4)
(5) Over five years through 15 years		A559		0	M.2.b.(5)
(6) Over 15 years		A560		0	M.2.b.(6)
c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass-through securities) with an expected average life of: (5)
(1) Three years or less		A561		0	M.2.c.(1)
(2) Over three years		A562		0	M.2.c.(2)
d. Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above)		A248		98,000	M.2.d.
Memorandum item 3 is to be completed semiannually in the June and December reports only.
3. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or trading securities during the calendar year-to-date (report the amortized cost at date of sale or transfer)		1778		0	M.3.
4. Structured notes (included in the held-to-maturity and available-for-sale accounts in Schedule RC-B, items 2, 3, 5, and 6):
a. Amortized cost		8782		0	M.4.a.
b. Fair value		8783		0	M.4.b.

1. Includes held-to-maturity securities at amortized cost, available-for-sale debt securities at fair value, and equity securities with readily determinable fair values not held for trading (reported in Schedule RC, item 2.c) at fair value.

2. Report fixed-rate debt securities by remaining maturity and floating-rate debt securities by next repricing date.

3. Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a that are included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, sum of items 1, 2, 3, 4.c.(1), 5, and 6, columns A and D, plus residential mortgage pass-through securities other than those backed by closed-end first lien 1–4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

4. Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien 1–4 family residential mortgages included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of residential mortgage pass-through securities other than those backed by closed-end first lien 1–4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

5. Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual “Other mortgage-backed securities” included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, sum of items 4.b and 4.c.(2), columns A and D.

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RC-7

Schedule RC-B—Continued

Memoranda—Continued

Held-to-maturity

Available-for-sale

(Column A) Amortized Cost

(Column B) Fair Value

(Column C) Amortized Cost

(Column D) Fair Value

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

RCON

Amount

Memorandum items 5.a through 5.f and 6.a through 6.g are to be completed by banks with $10 billion or more in total assets. (1)

5.  Asset-backed securities (ABS) (for each column, sum of Memorandum items 5.a through 5.f must equal Schedule RC-B, item 5.a):

a.   Credit card receivables

B838

0

B839

0

B840

0

B841

0

M.5.a.

b.  Home equity lines

B842

0

B843

0

B844

0

B845

0

M.5.b.

c.   Automobile loans

B846

0

B847

0

B848

0

B849

0

M.5.c.

d.  Other consumer loans

B850

0

B851

0

B852

0

B853

0

M.5.d.

e.   Commercial and industrial loans

B854

0

B855

0

B856

0

B857

0

M.5.e.

f.   Other

B858

0

B859

0

B860

0

B861

0

M.5.f.

6.  Structured financial products by underlying collateral or reference assets (for each column, sum of Memorandum items 6.a through 6.g must equal Schedule RC-B, item 5.b:

a.   Trust preferred securities issued by financial institutions

G348

0

G349

0

G350

0

G351

0

M.6.a.

b.  Trust preferred securities issued by real estate investment trusts

G352

0

G353

0

G354

0

G355

0

M.6.b.

c.   Corporate and similar loans

G356

0

G357

0

G358

0

G359

0

M.6.c.

d.  1-4 family residential MBS issued or guaranteed by U.S. Government-sponsored enterprises (GSEs)

G360

0

G361

0

G362

0

G363

0

M.6.d.

e.   1-4 family residential MBS not issued or guaranteed by GSEs

G364

0

G365

0

G366

0

G367

0

M.6.e.

f.   Diversified (mixed) pools of structured financial products

G368

0

G369

0

G370

0

G371

0

M.6.f.

g.  Other collateral or reference assets

G372

0

G373

0

G374

0

G375

0

M.6.g.

1. The $10 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

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RC-8

Schedule RC-C—Loans and Lease Financing Receivables

Part I. Loans and Leases

Do not deduct the allowance for loan and lease losses or the allocated transfer risk reserve from amounts reported in this schedule.⁽¹⁾ Report (1) loans and leases held for sale at the lower of cost or fair value, (2) loans and leases held for investment, net of unearned income, and (3) loans and leases accounted for at fair value under a fair value option. Exclude assets held for trading and commercial paper.

	(Column A) To Be Completed by Banks with $300 Million or More in Total Assets (2)				(Column B) To Be Completed by All Banks
Dollar Amounts in Thousands	RCON		Amount		RCON		Amount
1.  Loans secured by real estate:
a.   Construction, land development, and other land loans:
(1)   1–4 family residential construction loans						F158		0	1.a.	(1)
(2)   Other construction loans and all land development and other land loans						F159		120,000	1.a.	(2)
b.  Secured by farmland (including farm residential and other improvements)						1420		0	1.b.
c.   Secured by 1–4 family residential properties:
(1)   Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit						1797		292,000	1.c.	(1)
(2)   Closed-end loans secured by 1–4 family residential properties:
(a)   Secured by first liens						5367		1,898,000	1.c.	(2)(a)
(b)   Secured by junior liens						5368		25,000	1.c.	(2)(b)
d.  Secured by multifamily (5 or more) residential properties						1460		1,887,000	1.d.
e.   Secured by nonfarm nonresidential properties:
(1)   Loans secured by owner-occupied nonfarm nonresidential properties						F160		19,000	1.e.	(1)
(2)   Loans secured by other nonfarm nonresidential properties						F161		1,797,000	1.e.	(2)
2.  Loans to depository institutions and acceptances of other banks						1288		1,239,000	2.
a.   To commercial banks in the U.S.		B531		0					2.a.
b.  To other depository institutions in the U.S		B534		0					2.b.
c.   To banks in foreign countries		B535		1,239,000					2.c.
3.  Loans to finance agricultural production and other loans to farmers						1590		0	3.
4.  Commercial and industrial loans						1766		2,733,000	4.
a.   To U.S. addressees (domicile) .		1763		2,287,000					4.a.
b.  To non-U.S. addressees (domicile)		1764		446,000					4.b.
5.  Not applicable
6.  Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper):
a.   Credit cards						B538		0	6.a.
b.  Other revolving credit plans						B539		0	6.b.
c.   Automobile loans						K137		0	6.c.
d.  Other consumer loans (includes single payment and installment, loans other than automobile loans, and all student loans)						K207		323,000	6.d.
7.  Not applicable
8.  Obligations (other than securities and leases) of states and political subdivisions in the U.S.						2107		0	8.

1. Institutions that have adopted ASU 2016-13 should not deduct the allowance for credit losses on loans and leases or the allocated transfer risk reserve from amounts reported on this schedule.

2. The $300 million asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

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RC-9

Schedule RC-C—Continued

Part I—Continued

	(Column A) To Be Completed by Banks with $300 Million or More in Total Assets (1)				(Column B) To Be Completed by All Banks
Dollar Amounts in Thousands	RCON		Amount		RCON		Amount
9. Loans to nondepository financial institutions and other loans:
a. Loans to nondepository financial institutions						J454		68,000	9.a.
b. Other loans						J464		3,453,000	9.b.
(1) Loans for purchasing or carrying securities (secured and unsecured)		1545		1,463,000					9.b.	(1)
(2) All other loans (exclude consumer loans)		J451		1,990,000					9.b.	(2)
10. Lease financing receivables (net of unearned income)						2165		45,000	10.
a. Leases to individuals for household, family, and other personal expenditures (i.e., consumer leases)		F162		0					10.a.
b. All other leases		F163		45,000					10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above						2123		0	11.
12. Total loans and leases held for investment and held for sale (sum of items 1 through 10 minus item 11) (must equal Schedule RC, sum of items 4.a and 4.b)						2122		13,899,000	12.

Memoranda

Dollar Amounts in Thousands			RCON		Amount
1. Loans restructured in troubled debt restructurings that are in compliance with their modified terms (included in Schedule RC-C, Part I, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1):
a. Construction, land development, and other land loans:
(1) 1—4 family residential construction loans				K158		0	M.1.a.	(1)
(2) Other construction loans and all land development and other land loans				K159		0	M.1.a.	(2)
b. Loans secured by 1—4 family residential properties				F576		10,000	M.1.b.
c. Secured by multifamily (5 or more) residential properties				K160		0	M.1.c.
d. Secured by nonfarm nonresidential properties:
(1) Loans secured by owner-occupied nonfarm nonresidential properties				K161		0	M.1.d.	(1)
(2) Loans secured by other nonfarm nonresidential properties				K162		0	M.1.d.	(2)
e. Commercial and industrial loans				K256		0	M.1.e.
Memorandum items 1.e.(1) and (2) are to be completed by banks with $300 million or more in total assets (1) (sum of Memorandum items 1.e(1) and (2) must equal Memorandum item 1.e):
(1) To U.S. addressees (domicile)	K163	0					M.1.e.	(1)
(2) To non-U.S. addressees (domicile)	K164	0					M.1.e.	(2)
f. All other loans ( include loans to individuals for household, family, and other personal expenditures)				K165		0	M.1.f.
Itemize loan categories included in Memorandum item 1.f, above that exceed 10 percent of total loans restructured in troubled debt restructurings that are in compliance with their modified terms (sum of Memorandum items 1.a through 1.e plus 1.f):
(1) Loans secured by farmland	K166	0					M.1.f.	(1)
(2) and (3) Not applicable

1. The $300 million asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

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Schedule RC-C—Continued FFIEC 041 Page 26 of 87 RC-10

Part I—Continued

Memoranda—Continued

Dollar Amounts in Thousands	RCON		Amount		RCON		Amount
1. f. (4) Loans to individuals for household, family, and other personal expenditures:
(a) Credit cards		K098		0					M.1.f.	(4)(a)
(b) Automobile loans		K203		0					M.1.f.	(4)(b)
(c) Other (includes revolving credit plans other than credit cards and other consumer loans)		K204		0					M.1.f.	(4)(c)
Memorandum item 1.f.(5) is to be completed by: (1)
• Banks with $300 million or more in total assets
• Banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans
(5) Loans to finance agricultural production and other loans to farmers included in Schedule RC-C, Part I, Memorandum item 1.f, above		K168		0					M.1.f.	(5)
g. Total loans restructured in troubled debt restructurings that are in compliance with their modified terms (sum of Memorandum items 1.a.(1) through 1.e plus 1.f)						HK25		10,000	M.1.g.
2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status):
a. Closed-end loans secured by first liens on 1–4 family residential properties (reported in Schedule RC-C, Part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: (2), (3)
(1) Three months or less						A564		120,000	M.2.a.	(1)
(2) Over three months through 12 months						A565		245,000	M.2.a.	(2)
(3) Over one year through three years						A566		107,000	M.2.a.	(3)
(4) Over three years through five years						A567		262,000	M.2.a.	(4)
(5) Over five years through 15 years						A568		887,000	M.2.a.	(5)
(6) Over 15 years						A569		228,000	M.2.a.	(6)
b. All loans and leases (reported in Schedule RC-C, Part I, items 1 through 10, column B above) EXCLUDING closed-end loans secured by first liens on 1–4 family residential properties (reported in Schedule RC-C, Part I, item 1.c.(2)(a), column B, above) with a remaining maturity or next repricing date of: (2) , (4)
(1) Three months or less						A570		10,348,000	M.2.b.	(1)
(2) Over three months through 12 months						A571		1,292,000	M.2.b.	(2)
(3) Over one year through three years						A572		32,000	M.2.b.	(3)
(4) Over three years through five years						A573		14,000	M.2.b.	(4)
(5) Over five years through 15 years						A574		10,000	M.2.b.	(5)
(6) Over 15 years						A575		302,000	M.2.b.	(6)
c. Loans and leases (reported in Schedule RC-C, Part I, items 1 through 10, column B, above) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status)						A247		11,645,000	M.2.c.

1. The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2021, Report of Condition.

2. Report fixed-rate loans and leases by remaining maturity and floating rate loans by next repricing date.

3. Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 1–4 family residential properties included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total closed-end loans secured by first liens on 1–4 family residential properties from Schedule RC-C, Part I, item 1.c.(2)(a), column B.

4. Sum of Memorandum items 2.b.(1) through 2.b.(6), plus total nonaccrual loans and leases from Schedule RC-N, item 9, column C, minus nonaccrual closed-end loans secured by first liens on 1–4 family residential properties included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total loans and leases from Schedule RC-C, Part I, sum of items 1 through 10, column B, minus total closed-end loans secured by first liens on 1–4 family residential properties from Schedule RC-C, Part I, item 1.c.(2)(a), column B.

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RC-11

Schedule RC-C—Continued

Part I—Continued

Memoranda—Continued

Dollar Amounts in Thousands			RCON		Amount
3.	Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, Part I, items 4 and 9, column B (1)			2746		108,000	M.3.
4.	Adjustable-rate closed-end loans secured by first liens on 1–4 family residential properties (included in Schedule RC-C, Part I, item 1.c.(2)(a), column B)			5370		1,887,000	M.4.
5.	To be completed by banks with $300 million or more in total assets: (2) Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-C, Part I, items 1.a through 1.e, column B)			B837		144,000	M.5.
Memorandum item 6 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.
6.	Outstanding credit card fees and finance charges included in Schedule RC-C, Part I, item 6.a.			C391		NA	M.6.
Memorandum items 7.a, 7.b, and 8.a are to be completed by all banks semiannually in the June and December reports only. (3)
7.	Purchased credit-impaired loans held for investment accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3) (exclude loans held for sale):
	a.	Outstanding balance		C779		NA	M.7.a.
	b.	Amount included in Schedule RC-C, Part I, items 1 through 9		C780		NA	M.7.b.
8.	Closed-end loans with negative amortization features secured by 1–4 family residential properties:
	a.	Total amount of closed-end loans with negative amortization features secured by 1–4 family residential properties (included in Schedule RC-C, Part I, items 1.c.(2)(a) and (b))		F230		0	M.8.a.
	Memorandum items 8.b and 8.c are to be completed semiannually in the June and December reports only by banks that had closed-end loans with negative amortization features secured by 1– 4 family residential properties (as reported in Schedule RC-C, Part I, Memorandum item 8.a) as of the preceding December 31 report date, that exceeded the lesser of $100 million or 5 percent of total loans and leases held for investment and held for sale (as reported in Schedule RC-C, Part I, item 12, column B).
	b.	Total maximum remaining amount of negative amortization contractually permitted on closed-end loans secured by 1–4 family residential properties		F231		NA	M.8.b.
	c.	Total amount of negative amortization on closed-end loans secured by 1–4 family residential properties included in the amount reported in Memorandum item 8.a above		F232		NA	M.8.c
9.	Loans secured by 1–4 family residential properties in process of foreclosure (included in Schedule RC-C, Part I, items 1.c.(1), 1.c.(2)(a), and 1.c.(2)(b))			F577		12,000	M.9.
10. and 11. Not applicable

1. Exclude loans secured by real estate that are included in Schedule RC-C, Part I, items 1.a through 1.e, column B.

2. The $300 million asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

3. Memorandum item 7 is to be completed only by institutions that have not yet adopted ASU 2016-13.

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RC-12

Schedule RC-C—Continued

Part I—Continued

Memoranda—Continued

(Column A) Fair Value of Acquired Loans and Leases at Acquisition Date

(Column B) Gross Contractual Amounts Receivable at Acquisition Date

(Column C) Best Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

Memorandum items 12.a, 12.b, 12.c, and 12.d are to be completed semiannually in the June and December reports only.

12.  Loans (not subject to the requirements of FASB ASC 310-30 (former AICPA Statement of Position 03-3)) and leases held for investment that were acquired in business combinations with acquisition dates in the current calendar year: (1)

a.   Loans secured by real estate

G091

0

G092

0

G093

0

M.12.a.

b.  Commercial and industrial loans

G094

0

G095

0

G096

0

M.12.b.

c.   Loans to individuals for household, family, and other personal expenditures

G097

0

G098

0

G099

0

M.12.c.

d.  All other loans and all leases

G100

0

G101

0

G102

0

M.12.d.

Dollar Amounts in Thousands	RCON		Amount
Memorandum item 13 is to be completed by banks that had construction, land development, and other land loans (as reported in Schedule RC-C, Part I, item 1.a, column B) that exceeded the sum of tier 1 capital (as reported in Schedule RC-R, Part I, item 26) plus the allowance for loan and lease losses or the allowance for credit losses on loans and leases, as applicable (as reported in Schedule RC, item 4.c) as of the preceding December 31 report date.
13.  Construction, land development, and other land loans with interest reserves:
a.   Amount of loans that provide for the use of interest reserves (included in Schedule RC-C, Part I, item 1.a, column B)		G376		0	M.13.a.
b.  Amount of interest capitalized from interest reserves on construction, land development, and other land loans that is included in interest and fee income on loans during the quarter (included in Schedule RI, item 1.a.(1)(b))		RIAD G377		0	M.13.b.
Memorandum item 14 is to be completed by all banks.		RCON
14.  Pledged loans and leases		G378		177,000	M.14.
Memorandum item 15 is to be completed for the December report only.
15.  Reverse mortgages:
a.   Reverse mortgages outstanding that are held for investment (included in Schedule RC-C, item 1.c, above):
(1)   Home Equity Conversion Mortgage (HECM) reverse mortgages		J466		NA	M.15.a.	(1)
(2)   Proprietary reverse mortgages		J467		NA	M.15.a.	(2)
b.  Estimated number of reverse mortgage loan referrals to other lenders during the year from whom compensation has been received for services performed in connection with the origination of the reverse mortgages:				Number
(1)   Home Equity Conversion Mortgage (HECM) reverse mortgages		J468		NA	M.15.b.	(1)
(2)   Proprietary reverse mortgages		J469		NA	M.15.b.	(2)

1. Institutions that have adopted ASU 2016-13 should report only loans held for investment not considered purchased credit-deteriorated in Memorandum item 12.

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RC-13

Schedule RC-C—Continued

Part I—Continued

Memoranda—Continued

Dollar Amounts in Thousands	RCON		Amount
15.  c.      Principal amount of reverse mortgage originations that have been sold during the year:
(1)   Home Equity Conversion Mortgage (HECM) reverse mortgages		J470		NA	M.15.c.	(1)
(2)   Proprietary reverse mortgages		J471		NA	M.15.c.	(2)
Memorandum item 16 is to be completed by all banks.
16.  Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit that have converted to non-revolving closed-end status (included in item 1.c.(1) above)		LE75		0	M.16.
Amounts reported in Memorandum items 17.a and 17.b will not be made available to the public on an individual institution basis.
17.  Eligible loan modifications under Section 4013,Temporary Relief from Troubled Debt Restructurings, of the 2020 Coronavirus Aid, Relief, and Economic Security Act:				Number
a.   Number of Section 4013 loans outstanding		LG24		0	M.17.a.
				Amount
b.  Outstanding balance of Section 4013 loans		LG25		0	M.17.b.

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RC-14

Schedule RC-C—Continued

Part II. Loans to Small Businesses and Small Farms

Report the number and amount currently outstanding as of the report date of business loans with “original amounts” of $1,000,000 or less and farm loans with “original amounts” of $500,000 or less. The following guidelines should be used to determine the “original amount” of a loan:

(1) For loans drawn down under lines of credit or loan commitments, the “original amount” of the loan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renewed prior to the report date. However, if the amount currently outstanding as of the report date exceeds this size, the “original amount” is the amount currently outstanding on the report date.

(2) For loan participations and syndications, the “original amount” of the loan participation or syndication is the entire amount of the credit originated by the lead lender.

(3) For all other loans, the “original amount” is the total amount of the loan at origination or the amount currently outstanding as of the report date, whichever is larger.    

Loans to Small Businesses

	RCON		Yes	No
1.  Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by nonfarm nonresidential properties” reported in Schedule RC-C, Part I, items 1.e.(1) and 1.e.(2), and all or substantially all of the dollar volume of your bank’s “Commercial and industrial loans” reported in Schedule RC-C, Part I, item 4, (1) have original amounts of $100,000 or less (If your bank has no loans outstanding in both of these two loan categories, place an “X” in the box marked “NO.”)		6999			x	1.

If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5.

If NO and your bank has loans outstanding in either loan category, skip items 2.a and 2.b, complete items 3 and 4 below, and go to item 5. If NO and your bank has no loans outstanding in both loan categories, skip items 2 through 4, and go to item 5.

	Number of Loans
	RCON		Number
2.  Report the total number of loans currently outstanding for each of the following Schedule RC-C, Part I, loan categories:
a.   “Loans secured by nonfarm nonresidential properties” reported in Schedule RC-C, Part I, items 1.e.(1) and 1.e.(2) (Note: Sum of items 1.e.(1) and 1.e.(2) divided by the number of loans should NOT exceed $100,000.)		5562		NA	2.a.
b.  “Commercial and industrial loans” reported in Schedule RC-C, Part I, item 4 (1) (Note: Item 4, (1) divided by the number of loans should NOT exceed $100,000.)		5563		NA	2.b.

	(Column A) Number of Loans				(Column B) Amount Currently Outstanding
Dollar Amounts in Thousands	RCON		Number		RCON		Amount
3.  Number and amount currently outstanding of “Loans secured by nonfarm nonresidential properties” reported in Schedule RC-C, Part I, items 1.e.(1) and 1.e.(2) (sum of items 3.a through 3.c must be less than or equal to Schedule RC-C, Part I, sum of items 1.e.(1) and 1.e.(2)):
a.   With original amounts of $100,000 or less		5564		0		5565		0	3.a.
b.  With original amounts of more than $100,000 through $250,000		5566		0		5567		0	3.b.
c.   With original amounts of more than $250,000 through $1,000,000		5568		0		5569		0	3.c.
4.  Number and amount currently outstanding of “Commercial and industrial loans” reported in Schedule RC-C, Part I, item 4(1) (sum of items 4.a through 4.c must be less than or equal to Schedule RC-C, Part I, item 4 (1)):
a.   With original amounts of $100,000 or less		5570		1		5571		0	4.a.
b.  With original amounts of more than $100,000 through $250,000		5572		1		5573		0	4.b.
c.   With original amounts of more than $250,000 through $1,000,000		5574		0		5575		0	4.c.

1. Banks with $300 million or more in total assets should provide the requested information for “Commercial and industrial loans” based on the loans reported in Schedule RC-C, Part I, item 4.a, column A, “Commercial and industrial loans to U.S. addressees.”

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RC-15

Schedule RC-C—Continued

Part II—Continued

Agricultural Loans to Small Farms

	RCON		Yes	No
5.  Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by farmland (including farm residential and other improvements)” reported in Schedule RC-C, Part I, item 1.b, and all or substantially all of the dollar volume of your bank’s “Loans to finance agricultural production and other loans to farmers” in reported in Schedule RC-C, Part I, item 3, have original amounts of $100,000 or less (If your bank has no loans outstanding in both of these two loan categories, place an “X” in the box marked “NO.”)		6860			x	5.

If YES, complete items 6.a and 6.b below, and do not complete items 7 and 8.

If NO and your bank has loans outstanding in either loan category, skip items 6.a and 6.b and complete items 7 and 8 below. If NO and your bank has no loans outstanding in both loan categories, do not complete items 6 through 8.

	Number of Loans
	RCON		Number
6.  Report the total number of loans currently outstanding for each of the following Schedule RC-C, Part I, loan categories:
a.   “Loans secured by farmland (including farm residential and other improvements)” reported in Schedule RC-C, Part I, item 1.b (Note: Item 1.b, divided by the number of loans should NOT exceed $100,000.)		5576		NA	6.a.
b.  “Loans to finance agricultural production and other loans to farmers” in reported in Schedule RC-C, Part I, item 3 (Note: Item 3 divided by the number of loans should NOT exceed $100,000.)		5577		NA	6.b.

	(Column A) Number of Loans				(Column B) Amount Currently Outstanding
Dollar Amounts in Thousands	RCON		Number		RCON		Amount
7.  Number and amount currently outstanding of “Loans secured by farmland (including farm residential and other improvements)” reported in Schedule RC-C, Part I, item 1.b (sum of items 7.a through 7.c must be less than or equal to Schedule RC-C, Part I, item 1.b):
a.   With original amounts of $100,000 or less		5578		NA		5579		NA	7.a.
b.  With original amounts of more than $100,000 through $250,000		5580		NA		5581		NA	7.b.
c.   With original amounts of more than $250,000 through $500,000		5582		NA		5583		NA	7.c.
8.  Number and amount currently outstanding of “Loans to finance agricultural production and other loans to farmers” reported in Schedule RC-C, Part I, item 3 (sum of items 8.a through 8.c must be less than or equal to Schedule RC-C, Part I, item 3):
a.   With original amounts of $100,000 or less		5584		NA		5585		NA	8.a.
b.  With original amounts of more than $100,000 through $250,000		5586		NA		5587		NA	8.b.
c.   With original amounts of more than $250,000 through $500,000		5588		NA		5589		NA	8.c.

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RC-16

Schedule RC-D—Trading Assets and Liabilities

Schedule RC-D is to be completed by banks that (1) reported total trading assets of $10 million or more in any of the four preceding calendar quarters, or (2) meet the FDIC’s definition of a large or highly complex institution for deposit insurance assessment purposes.

Dollar Amounts in Thousands		RCON		Amount
Assets
1.	U.S. Treasury securities		3531		0	1.
2.	U.S. Government agency obligations (exclude mortgage-backed securities)		3532		0	2.
3.	Securities issued by states and political subdivisions in the U.S		3533		0	3.
4.	Mortgage-backed securities (MBS):
	a. Residential mortgage pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA		G379		0	4.a.
	b. Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (1) (include CMOs, REMICs, and stripped MBS)		G380		0	4.b.
	c. All other residential MBS		G381		0	4.c.
	d. Commercial MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (1)		K197		0	4.d.
	e. All other commercial MBS		K198		0	4.e.
5.	Other debt securities:
	a. Structured financial products		HT62		0	5.a.
	b. All other debt securities		G386		0	5.b.
6.	Loans:
	a. Loans secured by real estate:
	(1) Loans secured by 1-4 family residential properties		HT63		0	6.a.(1)
	(2) All other loans secured by real estate		HT64		0	6.a.(2)
	b. Commercial and industrial loans		F614		0	6.b.
	c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper)		HT65		0	6.c.
	d. Other loans		F618		0	6.d.
7.	and 8. Not applicable
9.	Other trading assets		3541		0	9.
10.	Not applicable
11.	Derivatives with a positive fair value		3543		0	11.
12.	Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5)		3545		0	12.
Liabilities
13.	a. Liability for short positions		3546		0	13.a.
	b. Other trading liabilities		F624		0	13.b.
14.	Derivatives with a negative fair value		3547		0	14.
15.	Total trading liabilities (sum of items 13.a through 14) (must equal Schedule RC, item 15)		3548		0	15.

1. U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA).

Memoranda

Dollar Amounts in Thousands	RCON		Amount
1. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-D, items 6.a through 6.d):
a. Loans secured by real estate:
(1) Loans secured by 1-4 family residential properties		HT66		0	M.1.a.	(1)
(2) All other loans secured by real estate		HT67		0	M.1.a.	(2)
b. Commercial and industrial loans		F632		0	M.1.b.
c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper)		HT68		0	M.1.c.
d. Other loans		F636		0	M.1.d.

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RC-17

Schedule RC-E—Deposit Liabilities

		Transaction Accounts								Nontransaction Accounts
		(Column A) Total Transaction Accounts (Including Total Demand Deposits)				(Column B) Memo: Total Demand Deposits (1) (Included in Column A)				(Column C) Total Nontransaction Accounts (Including MMDAs)
Dollar Amounts in Thousands		RCON		Amount		RCON		Amount		RCON		Amount
Deposits of:
1.	Individuals, partnerships, and corporations		B549		14,204,000						B550		4,828,000	1.
2.	U.S. Government		2202		0						2520		0	2.
3.	States and political subdivisions in the U.S.		2203		176,000						2530		0	3.
4.	Commercial banks and other depository institutions in the U.S.		B551		403,000						B552		115,000	4.
5.	Banks in foreign countries		2213		8,587,000						2236		93,000	5.
6.	Foreign governments and official institutions (including foreign central banks)		2216		666,000						2377		0	6.
7.	Total (sum of items 1 through 6) (sum of columns A and C must equal Schedule RC, item 13.a)		2215		24,036,000		2210		24,032,000		2385		5,036,000	7.

Memoranda

Dollar Amounts in Thousands	RCON		Amount
1. Selected components of total deposits (i.e., sum of item 7, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts		6835		29,000	M.1.a.
b. Total brokered deposits		2365		369,000	M.1.b.
c. Brokered deposits of $250,000 or less (fully insured brokered deposits) (2)		HK05		302,000	M.1.c.
d. Maturity data for brokered deposits:
(1) Brokered deposits of $250,000 or less with a remaining maturity of one year or less (included in Memorandum item 1.c above)		HK06		302,000	M.1.d.	(1)
(2) Not applicable
(3) Brokered deposits of more than $250,000 with a remaining maturity of one year or less (included in Memorandum item 1.b above)		K220		67,000	M.1.d.	(3)
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collateralized as required under state law) (to be completed for the December report only)		5590		NA	M.1.e.
f. Estimated amount of deposits obtained through the use of deposit listing services that are not brokered deposits		K223		0	M.1.f.
g. Total reciprocal deposits		JH83		0	M.1.g.
h. Sweep deposits:
(1) Fully insured, affiliate sweep deposits		MT87		142,000	M.1.h.	(1)
(2) Not fully insured, affiliate sweep deposits		MT89		928,000	M.1.h.	(2)
(3) Fully insured, non-affiliate sweep deposits		MT91		0	M.1.h.	(3)
(4) Not fully insured, non-affiliate sweep deposits		MT93		0	M.1.h.	(4)
i. Total sweep deposits that are not brokered deposits		MT95		957,000	M.1.i.

1. Includes interest-bearing and noninterest-bearing demand deposits.

2. The dollar amount used as the basis for reporting in Memorandum item 1.c reflects the deposit insurance limits in effect on the report date.

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RC-18

Schedule RC-E—Continued

Memoranda—Continued

Dollar Amounts in Thousands	RCON		Amount
2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d must equal item 7, column C above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs)		6810		4,914,000	M.2.a.	(1)
(2) Other savings deposits (excludes MMDAs)		0352		0	M.2.a.	(2)
b. Total time deposits of less than $100,000		6648		0	M.2.b.
c. Total time deposits of $100,000 through $250,000		J473		0	M.2.c.
d. Total time deposits of more than $250,000		J474		122,000	M.2.d.
e. Individual Retirement Accounts (IRAs) and Keogh Plan accounts of $100,000 or more included in Memorandum items 2.c and 2.d above		F233		0	M.2.e.
3. Maturity and repricing data for time deposits of $250,000 or less:
a. Time deposits of $250,000 or less with a remaining maturity or next repricing date of: (1), (2)
(1) Three months or less		HK07		0	M.3.a.	(1)
(2) Over three months through 12 months		HK08		0	M.3.a.	(2)
(3) Over one year through three years		HK09		0	M.3.a.	(3)
(4) Over three years		HK10		0	M.3.a.	(4)
b. Time deposits of $250,000 or less with a REMAINING MATURITY of one year or less (included in Memorandum items 3.a.(1) and 3.a.(2) above) (3)		HK11		0	M.3.b.
4. Maturity and repricing data for time deposits of more than $250,000:
a. Time deposits of more than $250,000 with a remaining maturity or next repricing date of: (1), (4)
(1) Three months or less		HK12		122,000	M.4.a.	(1)
(2) Over three months through 12 months		HK13		0	M.4.a.	(2)
(3) Over one year through three years		HK14		0	M.4.a.	(3)
(4) Over three years		HK15		0	M.4.a.	(4)
b. Time deposits of more than $250,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4.a.(2) above) (3)		K222		122,000	M.4.b.
5. Does your institution offer one or more consumer deposit account products, i.e., transaction account or nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use?		RCON P752		Yes      No x	M.5.
Memorandum items 6 and 7 are to be completed by institutions with $1 billion or more in total assets (5) that answered “Yes” to Memorandum item 5 above.
Dollar Amounts in Thousands	RCON		Amount
6. Components of total transaction account deposits of individuals, partnerships, and corporations (sum of Memorandum items 6.a and 6.b must be less than or equal to item 1, column A above):
a. Total deposits in those noninterest-bearing transaction account deposit products intended primarily for individuals for personal, household, or family use		P753		NA	M.6.a.
b. Total deposits in those interest-bearing transaction account deposit products intended primarily for individuals for personal, household, or family use		P754		NA	M.6.b.

1. Report fixed-rate time deposits by remaining maturity and floating rate time deposits by next repricing date.

2. Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E, sum of Memorandum items 2.b and 2.c.

3. Report both fixed- and floating-rate time deposits by remaining maturity. Exclude floating-rate time deposits with a next repricing date of one year or less that have a remaining maturity of over one year.

4. Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.d.

5. The $1 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

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RC-19

Schedule RC-E—Continued

Memoranda—Continued

Dollar Amounts in Thousands	RCON		Amount
7. Components of total nontransaction account deposits of individuals, partnerships, and corporations (sum of Memorandum items 7.a.(1), 7.a.(2), 7.b.(1), and 7.b.(2) plus all time deposits of individuals, partnerships, and corporations must equal item 1, column C, above):
a. Money market deposit accounts (MMDAs) of individuals, partnerships, and corporations (sum of Memorandum items 7.a.(1) and 7.a.(2) must be less than or equal to Memorandum item 2.a.(1) above):
(1) Total deposits in those MMDA deposit products intended primarily for individuals for personal, household, or family use		P756		NA	M.7.a.(1)
(2) Deposits in all other MMDAs of individuals, partnerships, and corporations		P757		NA	M.7.a.(2)
b. Other savings deposit accounts of individuals, partnerships, and corporations (sum of Memorandum items 7.b.(1) and 7.b.(2) must be less than or equal to Memorandum item 2.a.(2) above):
(1) Total deposits in those other savings deposit account deposit products intended primarily for individuals for personal, household, or family use		P758		NA	M.7.b.(1)
(2) Deposits in all other savings deposit accounts of individuals, partnerships, and corporations		P759		NA	M.7.b.(2)

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RC-20

Schedule RC-F—Other Assets ⁽¹⁾

Dollar Amounts in Thousands			RCON		Amount
1. Accrued interest receivable (2)				B556		47,000	1.
2. Net deferred tax assets (3)				2148		301,000	2.
3. Interest-only strips receivable (not in the form of a security) (4)				HT80		0	3.
4. Equity investments without readily determinable fair values (5)				1752		92,000	4.
5. Life insurance assets:
a. General account life insurance assets				K201		0	5.a.
b. Separate account life insurance assets				K202		0	5.b.
c. Hybrid account life insurance assets				K270		0	5.c.
6. All other assets (itemize and describe amounts greater than $100,000 that exceed 25 percent of this item)				2168		1,810,000	6.
a. Prepaid expenses	2166	0					6.a.
b. Repossessed personal property (including vehicles)	1578	0					6.b.
c. Derivatives with a positive fair value held for purposes other than trading	C010	0					6.c.
d. FDIC loss-sharing indemnification assets	J448	0					6.d.
e. Computer software	FT33	0					6.e.
f. Accounts receivable	FT34	1,359,000					6.f.
g. Receivables from foreclosed government-guaranteed mortgage loans	FT35	0					6.g.
TEXT
h. 3549	3549	0					6.h.
TEXT
i. 3550	3550	0					6.i.
TEXT
j. 3551	3551	0					6.j.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 11)				2160		2,250,000	7.

1. Institutions that have adopted ASU 2016-13 should report asset amounts in Schedule RC-F net of any applicable allowance for credit losses.

2. Include accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets. Exclude accrued interest receivable on interest-bearing assets that is reported elsewhere on the balance sheet.

3. See discussion of deferred income taxes in Glossary entry on “income taxes.”

4. Report interest-only strips receivable in the form of a security as available-for-sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate.

5. Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers’ bank stock.

Schedule RC-G—Other Liabilities

Dollar Amounts in Thousands			RCON		Amount
1. a. Interest accrued and unpaid on deposits (1)				3645		7,000	1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable)				3646		474,000	1.b.
2. Net deferred tax liabilities (2)				3049		0	2.
3. Allowance for credit losses on off-balance-sheet credit exposures (3)				B557		3,000	3.
4. All other liabilities (itemize and describe amounts greater than $100,000 that exceed 25 percent of this item)				2938		2,059,000	4.
a. Accounts payable	3066	724,000					4.a.
b. Deferred compensation liabilities	C011	0					4.b.
c. Dividends declared but not yet payable	2932	0					4.c.
d. Derivatives with a negative fair value held for purposes other than trading	C012	0					4.d.
e. Operating lease liabilities	LB56	0					4.e.
TEXT
f. 3552	3552	0					4.f.
TEXT
g. 3553	3553	0					4.g.
TEXT
h. 3554	3554	0					4.h.
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20)				2930		2,543,000	5.

1. For savings banks, include “dividends” accrued and unpaid on deposits.

2. See discussion of deferred income taxes in Glossary entry on “income taxes.”

3. Institutions that have adopted ASU 2016-13 should report in item 3 the allowance for credit losses on those off-balance sheet credit exposures that fall within the scope of the standard.

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RC-21

Schedule RC-K—Quarterly Averages ₍₁₎

Dollar Amounts in Thousands	RCON		Amount
Assets
1. Interest-bearing balances due from depository institutions		3381		19,482,000	1.
2. U.S. Treasury securities and U.S. Government agency obligations (2) (excluding mortgage-backed securities)		B558		738,000	2.
3. Mortgage-backed securities (2)		B559		0	3.
4. All other debt securities (2) and equity securities with readily determinable fair values not held for trading (3)		B560		6,000	4.
5. Federal funds sold and securities purchased under agreements to resell		3365		5,936,000	5.
6. Loans:
a. Total loans		3360		13,571,000	6.a.
b. Loans secured by real estate:
(1) Loans secured by 1–4 family residential properties		3465		2,263,000	6.b.(1)
(2) All other loans secured by real estate		3466		3,522,000	6.b.(2)
c. Commercial and industrial loans		3387		2,120,000	6.c.
d. Loans to individuals for household, family, and other personal expenditures:
(1) Credit cards		B561		0	6.d.(1)
(2) Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)		B562		337,000	6.d.(2)
Item 7 is to be completed by (1) banks that reported total trading assets of $10 million or more in any of the four preceding calendar quarters and (2) all banks meeting the FDIC’s definition of a large or highly complex institution for deposit insurance assessment purposes.
7. Trading assets		3401		0	7.
8. Lease financing receivables (net of unearned income)		3484		51,000	8.
9. Total assets (4)		3368		41,345,000	9.
Liabilities
10. Interest-bearing transaction accounts (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts)		3485		6,516,000	10.
11. Nontransaction accounts:
a. Savings deposits (includes MMDAs)		B563		4,897,000	11.a.
b. Time deposits of $250,000 or less		HK16		0	11.b.
c. Time deposits of more than $250,000		HK17		140,000	11.c.
12. Federal funds purchased and securities sold under agreements to repurchase		3353		0	12.
13. To be completed by banks with $100 million or more in total assets: (5) Other borrowed money (includes mortgage indebtedness)		3355		72,000	13.

1. For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter).

2. Quarterly averages for all debt securities should be based on amortized cost.

3. Quarterly averages for equity securities with readily determinable fair values should be based on fair value.

4. The quarterly average for total assets should reflect securities not held for trading as follows:

a) Debt securities at amortized cost.

b) Equity securities with readily determinable fair values at fair value.

c) Equity investments without readily determinable fair values at their balance sheet carrying values (i.e., fair value or, if elected, cost minus impairment, if any, plus or minus changes resulting from observable price changes).

5. The $100 million asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

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New York, NY 10019

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Page 38 of 87

RC-22

Schedule RC-K—Quarterly Averages ₍₁₎ —Continued

Memorandum

Dollar Amounts in Thousands	RCON		Amount
Memorandum item 1 is to be completed by: (2)
• banks with $300 million or more in total assets, and
• banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part 1, item 3) exceeding 5 percent of total loans.
1. Loans to finance agricultural production and other loans to farmers		3386		0	M.1.

1. For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter).

2. The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2021, Report of Condition.

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DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 39 of 87

RC-23

Schedule RC-L—Derivatives and Off-Balance-Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk.

Dollar Amounts in Thousands			RCON		Amount
1. Unused commitments:
a. Revolving, open-end lines secured by 1–4 family residential properties, e.g., home equity lines				3814		134,000	1.a.
Item 1.a.(1) is to be completed for the December report only.
(1) Unused commitments for reverse mortgages outstanding that are held for investment (included in item 1.a. above)				HT72		NA	1.a.(1)
b. Credit card lines				3815		0	1.b.
Items 1.b.(1) and 1.b.(2) are to be completed semiannually in the June and December reports only by banks with either $300 million or more in total assets or $300 million or more in credit card lines (1) (sum of items 1.b.(1) and 1.b.(2) must equal item 1.b).
(1) Unused consumer credit card lines				J455		0	1.b.(1)
(2) Other unused credit card lines				J456		0	1.b.(2)
c. Commitments to fund commercial real estate, construction, and land development loans:
(1) Secured by real estate:
(a) 1–4 family residential construction loan commitments				F164		0	1.c.(1)(a)
(b) Commercial real estate, other construction loan, and land development loan commitments				F165		156,000	1.c.(1)(b)
(2) NOT secured by real estate				6550		0	1.c.(2)
d. Securities underwriting				3817		0	1.d.
e. Other unused commitments:
(1) Commercial and industrial loans				J457		326,000	1.e.(1)
(2) Loans to financial institutions				J458		264,000	1.e.(2)
(3) All other unused commitments				J459		6,865,000	1.e.(3)
2. Financial standby letters of credit				3819		500,000	2.
Item 2.a is to be completed by banks with $1 billion or more in total assets. (1)
a. Amount of financial standby letters of credit conveyed to others	3820	41,000					2.a.
3. Performance standby letters of credit				3821		48,000	3.
Item 3.a is to be completed by banks with $1 billion or more in total assets. (1)
a. Amount of performance standby letters of credit conveyed to others	3822	0					3.a.
4. Commercial and similar letters of credit				3411		0	4.
5. Not applicable
6. Securities lent and borrowed:
a. Securities lent (including customers’ securities lent where the customer is indemnified against loss by the reporting bank)				3433		0	6.a.
b. Securities borrowed				3432		0	6.b.

	(Column A) Sold Protection				(Column B) Purchased Protection
7. Credit derivatives:	RCON		Amount		RCON		Amount
a. Notional amounts:
(1) Credit default swaps		C968		0		C969		0	7.a.	(1)
(2) Total return swaps		C970		0		C971		0	7.a.	(2)
(3) Credit options		C972		0		C973		0	7.a.	(3)
(4) Other credit derivatives		C974		0		C975		0	7.a.	(4)

1. The asset-size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported on the June 30, 2021, Report of Condition.

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DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 40 of 87

RC-24

Schedule RC-L—Continued

(Column A) Sold Protection

(Column B) Purchased Protection

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

7. b. Gross fair values:

(1) Gross positive fair value

C219

0

C221

0

7.b. (1)

(2) Gross negative fair value

C220

0

C222

0

7.b.(2)

7. c. Notional amounts by regulatory capital treatment: (1)

RCON

Amount

(1) Positions covered under the Market Risk Rule:

(a) Sold protection

G401

0

7.c. (1) (a)

(b) Purchased protection

G402

0

7.c.(1)(b)

(2) All other positions:

(a) Sold protection

G403

0

7.c.(2)(a)

(b) Purchased protection that is recognized as a guarantee for regulatory capital purposes

G404

0

7.c.(2)(b)

(c) Purchased protection that is not recognized as a guarantee for regulatory capital purposes

G405

0

7.c.(2)(c)

Remaining Maturity of:

(Column A) One Year or Less

(Column B) Over One Year Through Five Years

(Column C) Over Five Years

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

7. d. Notional amounts by remaining maturity:

(1) Sold credit protection: (2)

(a) Investment grade

G406

0

G407

0

G408

0

7.d.(1)(a)

(b) Subinvestment grade

G409

0

G410

0

G411

0

7.d.(1)(b)

(2) Purchased credit protection: (3)

(a) Investment grade

G412

0

G413

0

G414

0

7.d.(2)(a)

(b) Subinvestment grade

G415

0

G416

0

G417

0

7.d.(2)(b)

RCON

Amount

8. Not applicable

9. All other off-balance-sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25 percent of Schedule RC, item 27.a, “Total bank equity capital”)

3430

0

9.

a. Not applicable b. Commitments to purchase when-issued securities

3434

0

9.b.

c. Standby letters of credit issued by another party (e.g., a Federal Home Loan Bank) on the bank’s behalf

C978

0

9.c.

TEXT d. 3555

3555

0

9.d.

TEXT e. 3556

3556

0

9.e.

TEXT f. 3557

3557

0

9.f.

10. All other off-balance-sheet assets (exclude derivatives) (itemize and describe each component of this item over 25 percent of Schedule RC, item 27.a, “Total bank equity capital”):

5591

0

10.

a. Commitments to sell when-issued securities

3435

0

10.a.

TEXT b. 5592

5592

0

10.b.

TEXT c.  5593

5593

0

10.c.

TEXT d. 5594

5594

0

10.d.

TEXT e. 5595

5595

0

10.e.

1. Sum of items 7.c.(1)(a) and 7.c.(2)(a), must equal sum of items 7.a.(1) through (4), column A. Sum of items 7.c.(1)(b), 7.c.(2)(b), and 7.c.(2)(c) must equal sum of items 7.a.(1) through (4), column B.

2. Sum of items 7.d.(1)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column A.

3. Sum of items 7.d.(2)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column B.

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DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 41 of 87

RC-25

Schedule RC-L—Continued

Dollar Amounts in Thousands	RCON	Amount
Items 11.a and 11.b are to be completed semiannually in the June and December reports only.
11. Year-to-date merchant credit card sales volume:
a. Sales for which the reporting bank is the acquiring bank	C223	0	11.a.
b. Sales for which the reporting bank is the agent bank with risk	C224	0	11.b.

Dollar Amounts in Thousands	(Column A) Interest Rate Contracts		(Column B) Foreign Exchange Contracts		(Column C) Equity Derivative Contracts		(Column D) Commodity and Other Contracts
Derivatives Position Indicators	Amount		Amount		Amount		Amount
12.Gross amounts (e.g., notional amounts) (for each column, sum of items 12.a through 12.e must equal sum of items 13 and 14):		RCON 8693		RCON 8694		RCON 8695		RCON 8696
a. Futures contracts		0		0		0		0	12.a.
		RCON 8697		RCON 8698		RCON 8699		RCON 8700
b. Forward contracts		0		0		0		0	12.b.
c. Exchange-traded option contracts:		RCON 8701		RCON 8702		RCON 8703		RCON 8704
(1) Written options		0		0		0		0	12.c.(1)
		RCON 8705		RCON 8706		RCON 8707		RCON 8708
(2) Purchased options		4,975,000		0		0		0	12.c.(2)
d. Over-the-counter option contracts:		RCON 8709		RCON 8710		RCON 8711		RCON8712
(1) Written options		0		0		0		0	12.d.(1)
		RCON 8713		RCON 8714		RCON 8715		RCON 8716
(2) Purchased options		0		0		0		0	12.d.(2)
		RCON 3450		RCON 3826		RCON 8719		RCON 8720
e. Swaps		25,302,000		0		0		0	12.e.
13.Total gross notional amount of derivative contracts held for trading 0		RCON A126		RCON A127 0		RCON 8723 0		RCON 8724 0	13.
14.Total gross notional amount of derivative contracts held for purposes other than trading		RCON 8725 30,277,000		RCON 8726 0		RCON 8727 0		RCON 8728 0	14.
a. Interest rate swaps where the bank has agreed to pay a fixed rate		RCON A589 0							14.a.

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DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

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RC-26

Schedule RC-L—Continued

Dollar Amounts in Thousands	(Column A) Interest Rate Contracts			(Column B) Foreign Exchange Contracts	(Column C) Equity Derivative Contracts			(Column D) Commodity and Other Contracts
Derivatives Position Indicators			Amount	Amount	Amount			Amount
15. Gross fair values of derivative contracts:
a. Contracts held for trading:
(1) Gross positive fair			RCON 8733	RCON 8734	RCON 8735			RCON 8736
value			0	0			0	0	15.a.(1)
(2) Gross negative fair		RCON 8737		RCON 8738	RCON 8739			RCON 8740
value			0	0			0	0	15.a.(2)
b. Contracts held for purposes other than trading:
(1) Gross positive fair			RCON 8741	RCON 8742	RCON 8743			RCON 8744
value			317,000	0			0	0	15.b.(1)
(2) Gross negative fair		RCON 8745		RCON 8746	RCON 8747			RCON 8748
value			462,000	0			0	0	15.b.(2)
	(Column A) Banks and Securities Firms			(Columns B-D) Not applicable		(Column E) Corporations and All Other Counterparties
Dollar Amounts in Thousands	RCON		Amount	RCON	Amount	RCON		Amount
Item 16 is to be completed only by banks with total assets of $10 billion or more. (1)
16. Over-the-counter derivatives:
a. Net current credit exposure		G418	6,000				G422	308,000	16.a.
b. Fair value of collateral:
(1) Cash—U.S. dollar		G423	2,000				G427	0	16.b.(1)
(2) Cash—Other currencies		G428	0				G432	0	16.b.(2)
(3) U.S. Treasury securities		G433	0				G437	0	16.b.(3)
(4) through (6) Not Applicable
(7) All other collateral		G453	0				G457	0	16.b.(7)
(8) Total fair value of collateral
(sum of items 16.b.(1) through (7))		G458	2,000				G462	0	16.b.(8)

1. The $10 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 43 of 87

RC-27

Schedule RC-M—Memoranda

Dollar Amounts in Thousands			RCON		Amount
1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date:
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests				6164		1,000	1.a.
b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 percent of total capital as defined for this purpose in agency regulations		Number					1.b.
2. Intangible assets:	6165	2
a. Mortgage servicing assets				3164		0	2.a.
(1) Estimated fair value of mortgage servicing assets	A590	0					2.a.	(1)
b. Goodwill				3163		0	2.b.
c. All other intangible assets				JF76		6,000	2.c.
d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10)				2143		6,000	2.d.
3. Other real estate owned:
a. Construction, land development, and other land				5508		0	3.a.
b. Farmland				5509		0	3.b.
c. 1–4 family residential properties				5510		0	3.c.
d. Multifamily (5 or more) residential properties				5511		0	3.d.
e. Nonfarm nonresidential properties				5512		0	3.e.
f. Total (sum of items 3.a through 3.e) (must equal Schedule RC, item 7)				2150		0	3.f.
4. Cost of equity securities with readily determinable fair values not held for trading
(the fair value of which is reported in Schedule RC, item 2.c) (1)				JA29		3,000	4.
5. Other borrowed money:
a. Federal Home Loan Bank advances:
(1) Advances with a remaining maturity or next repricing date of: (2)
(a) One year or less				F055		0	5.a.	(1)(a)
(b) Over one year through three years				F056		0	5.a.	(1)(b)
(c) Over three years through five years				F057		0	5.a.	(1)(c)
(d) Over five years				F058		0	5.a.	(1)(d)
(2) Advances with a REMAINING MATURITY of one year or less
(included in item 5.a.(1)(a) above) (3)				2651		0	5.a.	(2)
(3) Structured advances (included in items 5.a.(1)(a)–(d) above)				F059		0	5.a.	(3)
b. Other borrowings:
(1) Other borrowings with a remaining maturity or next repricing date of: (4)
(a) One year or less				F060		69,000	5.b.	(1)(a)
(b) Over one year through three years				F061		0	5.b.	(1)(b)
(c) Over three years through five years				F062		0	5.b.	(1)(c)
(d) Over five years				F063		0	5.b.	(1)(d)
(2) Other borrowings with a REMAINING MATURITY of one year or less
(included in item 5.b.(1)(a) above) (5)				B571		69,000	5.b.	(2)
c. Total
(sum of items 5.a.(1)(a)–(d) and items 5.b.(1)(a)–(d)) (must equal Schedule RC, item 16)				3190		69,000	5.c.

1. Item 4 is to be completed only by insured state banks that have been approved by the FDIC to hold grandfathered equity investments. See instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities.

2. Report fixed-rate advances by remaining maturity and floating-rate advances by next repricing date.

3. Report both fixed- and floating-rate advances by remaining maturity. Exclude floating-rate advances with a next repricing date of one year or less that have a remaining maturity of over one year.

4. Report fixed-rate other borrowings by remaining maturity and floating-rate other borrowings by next repricing date.

5. Report both fixed- and floating-rate other borrowings by remaining maturity. Exclude floating-rate other borrowings with a next repricing date of one year or less that have a remaining maturity of over one year.

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DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 44 of 87

RC-28

Schedule RC-M—Continued

Dollar Amounts in Thousands

RCON

Yes

No

6.

Does the reporting bank sell private label or third-party mutual funds and annuities?

B569

x

6.

RCON

Amount

7.

Assets under the reporting bank’s management in proprietary mutual funds and annuities

B570

0

7.

8.

Internet website addresses and physical office trade names:

a.

Uniform Resource Locator (URL) of the reporting institution’s primary Internet website (home page), if any (Example: www.examplebank.com):

TEXT 4087

http:// http://www.db.com

8.a.

b.

URLs of all other public-facing Internet websites that the reporting institution uses to accept or solicit deposits from the public, if any (Example: www.examplebank.biz): (1)

(1)

TE01 N528

http://

8.b.

(1)

(2)

TE02 N528

http://

8.b.

(2)

(3)

TE03 N528

http://

8.b.

(3)

(4)

TE04 N528

http://

8.b.

(4)

(5)

TE05 N528

http://

8.b.

(5)

(6)

TE06 N528

http://

8.b.

(6)

(7)

TE07 N528

http://

8.b.

(7)

(8)

TE08 N528

http://

8.b.

(8)

(9)

TE09 N528

http://

8.b.

(9)

(10)

TE10 N528

http://

8.b.

(10)

c.

Trade names other than the reporting institution’s legal title used to identify one or more of the institution’s physical offices at which deposits are accepted or solicited from the public, if any:

(1)

TE01 N529

8.c.

(1)

(2)

TE02 N529

8.c.

(2)

(3)

TE03 N529

8.c.

(3)

(4)

TE04 N529

8.c.

(4)

(5)

TE05 N529

8.c.

(5)

(6)

TE06 N529

8.c.

(6)

Item 9 is to be completed annually in the December report only.

9.

Do any of the bank’s Internet websites have transactional capability, i.e., allow the bank’s customers to execute transactions on their accounts through the website?

RCON 4088

Yes

No

9.

10.

Secured liabilities:

a.

Amount of “Federal funds purchased” that are secured (included in Schedule RC, item 14.a)

RCON F064

Amount 0

10.a.

b.

Amount of “Other borrowings” that are secured (included in Schedule RC-M, items 5.b.(1)(a)–(d))

F065

0

10.b.

11.

Does the bank act as trustee or custodian for Individual Retirement Accounts, Health Savings Accounts, and other similar accounts? .

RCON

Yes

No

G463

x

11.

12

Does the bank provide custody, safekeeping, or other services involving the acceptance of orders for the sale or purchase of securities?

G464

x

12.

1. Report only highest level URLs (for example, report www.examplebank.biz, but do not also report www.examplebank.biz/checking). Report each top level domain name used (for example, report both www.examplebank.biz and www.examplebank.net).

06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 45 of 87

RC-29

Schedule RC-M—Continued

Dollar Amounts in Thousands	RCON		Amount
13. Assets covered by loss-sharing agreements with the FDIC:
a. Loans and leases (included in Schedule RC, items 4.a and 4.b):
(1) Loans secured by real estate:
(a) Construction, land development, and other land loans:
(1) 1–4 family residential construction loans		K169		0	13.a.	(1)(a)(1)
(2) Other construction loans and all land development and other land loans		K170		0	13.a.	(1)(a)(2)
(b) Secured by farmland		K171		0	13.a.	(1)(b)
(c) Secured by 1–4 family residential properties:
(1) Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit		K172		0	13.a.	(1)(c)(1)
(2) Closed-end loans secured by 1–4 family residential properties:
(a) Secured by first liens		K173		0	13.a.	(1)(c)(2)(a)
(b) Secured by junior liens		K174		0	13.a.	(1)(c)(2)(b)
(d) Secured by multifamily (5 or more) residential properties		K175		0	13.a.	(1)(d)
(e) Secured by nonfarm nonresidential properties:
(1) Loans secured by owner-occupied nonfarm nonresidential properties		K176		0	13.a.	(1)(e)(1)
(2) Loans secured by other nonfarm nonresidential properties		K177		0	13.a.	(1)(e)(2)
(2) through (4) Not applicable
(5) All other loans and all leases		K183		0	13.a.	(5)
b. Other real estate owned (included in Schedule RC, item 7):
(1) Construction, land development, and other land		K187		0	13.b.	(1)
(2) Farmland		K188		0	13.b.	(2)
(3) 1–4 family residential properties		K189		0	13.b.	(3)
(4) Multifamily (5 or more) residential properties		K190		0	13.b.	(4)
(5) Nonfarm nonresidential properties		K191		0	13.b.	(5)
(6) Not applicable
(7) Portion of covered other real estate owned included in items 13.b.(1) through (5) above that is protected by FDIC loss-sharing agreements		K192		0	13.b.	(7)
c. Debt securities (included in Schedule RC, items 2.a and 2.b)		J461		0	13.c.
d. Other assets (exclude FDIC loss-sharing indemnification assets)		J462		0	13.d.
Items 14.a and 14.b are to be completed annually in the December report only.
14. Captive insurance and reinsurance subsidiaries:
a. Total assets of captive insurance subsidiaries (1)		K193		NA	14.a.
b. Total assets of captive reinsurance subsidiaries (1)		K194		NA	14.b.
Item 15 is to be completed by institutions that are required or have elected to be treated as a Qualified Thrift Lender.
15. Qualified Thrift Lender (QTL) test:

a. Does the institution use the Home Owners’ Loan Act (HOLA) QTL test or the Internal Revenue Service Domestic Building and Loan Association (IRS DBLA) test to determine	RCON	Number
its QTL compliance? (for the HOLA QTL test, enter 1; for the IRS DBLA test, enter 2)	L133		NA	15.a.
b. Has the institution been in compliance with the HOLA QTL test as of each month end		Yes	No
during the quarter or the IRS DBLA test for its most recent taxable year, as applicable?	L135			15.b.

1. Report total assets before eliminating intercompany transactions between the consolidated insurance or reinsurance subsidiary and other offices or consolidated subsidiaries of the reporting bank.

06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 46 of 87

RC-30

Schedule RC-M—Continued

Dollar Amounts in Thousands			RCON		Number
Item 16.a and, if appropriate, items 16.b.(1) through 16.b.(3) are to be completed annually in the December report only.
16.	International remittance transfers offered to consumers: (1)
	a.	Estimated number of international remittance transfers provided by your institution during the calendar year ending on the report date		N523		NA	16.a.
Items 16.b.(1) through 16.b.(3) are to be completed by institutions that reported 501 or more international remittance transfers in item 16.a in either or both of the current report or the most recent prior report in which item 16.a was required to be completed.
	b.	Estimated dollar value of remittance transfers provided by your institution and usage
		of regulatory exceptions during the calendar year ending on the report date:				Amount
		(1) Estimated dollar value of international remittance transfers		N524		NA	16.b.	(1)
		(2) Estimated number of international remittance transfers for which your institution applied the permanent exchange rate exception				Number
				MM07		NA	16.b.	(2)
		(3) Estimated number of international remittance transfers for which your institution
		applied the permanent covered third-party fee exception		MQ52		NA	16.b.	(3)
17.	U.S. Small Business Administration Paycheck Protection Program (PPP) loans (2) and the Federal Reserve PPP Liquidity Facility (PPPLF):
	a.	Number of PPP loans outstanding		LG26		0	17.a.
						Amount
	b.	Outstanding balance of PPP loans		LG27		0	17.b.
	c.	Outstanding balance of PPP loans pledged to the PPPLF		LG28		0	17.c.
	d.	Outstanding balance of borrowings from Federal Reserve Banks under the PPPLF with a remaining maturity of:
		(1) One year or less		LL59		0	17.d.	(1)
		(2) More than one year		LL60		0	17.d.	(2)
	e.	Quarterly average amount of PPP loans pledged to the PPPLF and excluded from “Total assets for the leverage ratio” reported in Schedule RC-R, Part I, item 30		LL57		0	17.e.
18.	Money Market Mutual Fund Liquidity Facility (MMLF):
	a.	Outstanding balance of assets purchased under the MMLF		LL61		0	18.a.
	b.	Quarterly average amount of assets purchased under the MMLF and excluded from “Total assets for the leverage ratio” reported in Schedule RC-R, Part I, item 30		LL58		0	18.b.

1. Report information about international electronic transfers of funds offered to consumers in the United States that:

(a) are “remittance transfers” as defined by subpart B of Regulation E (12 CFR § 1005.30(e)), or

(b) would qualify as “remittance transfers” under subpart B of Regulation E (12 CFR § 1005.30(e)) but are excluded from that definition only because the provider is not providing those transfers in the normal course of its business. See 12 CFR § 1005.30(f).

For purposes of this item 16, such transfers are referred to as international remittance transfers.

Exclude transfers sent by your institution as a correspondent bank for other providers. Report information only about transfers for which the reporting institution is the provider.

2. Paycheck Protection Program (PPP) covered loans as defined in sections 7(a)(36) and 7(a)(37) of the Small Business Act (15 U.S.C. 636(a) (36) and (37)).

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RC-31

Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets

	(Column A) Past due 30 through 89 days and still accruing				(Column B) Past due 90 days or more and still accruing				(Column C) Nonaccrual
Dollar Amounts in Thousands	RCON		Amount		RCON		Amount		RCON		Amount
1.  Loans secured by real estate:
a.   Construction, land development, and other land loans:
(1)   1–4 family residential construction loans		F172		0		F174		0		F176		0	1.a.	(1)
(2)   Other construction loans and all land development and other land loans		F173		0		F175		0		F177		0	1.a.	(2)
b.  Secured by farmland		3493		0		3494		0		3495		0	1.b.
c.   Secured by 1– 4 family residential properties:
(1)   Revolving, open-end loans secured by 1– 4 family residential properties and extended under lines of credit		5398		14,000		5399		0		5400		3,000	1.c.	(1)
(2)   Closed-end loans secured by 1-4 family residential properties:
(a)   Secured by first liens		C236		0		C237		0		C229		49,000	1.c.	(2)(a)
(b)   Secured by junior liens		C238		0		C239		0		C230		0	1.c.	(2)(b)
d.  Secured by multifamily (5 or more) residential properties		3499		0		3500		0		3501		0	1.d.
e.   Secured by nonfarm nonresidential properties:
(1)   Loans secured by owner-occupied nonfarm nonresidential properties		F178		0		F180		0		F182		0	1.e.	(1)
(2)   Loans secured by other nonfarm nonresidential properties		F179		0		F181		5,000		F183		0	1.e.	(2)
2.  Loans to depository institutions and acceptances of other banks		B834		0		B835		0		B836		0	2.
3.  Not applicable
4.  Commercial and industrial loans		1606		0		1607		0		1608		0	4.
5.  Loans to individuals for household, family, and other personal expenditures:
a.   Credit cards		B575		0		B576		0		B577		0	5.a.
b.  Automobile loans		K213		0		K214		0		K215		0	5.b.
c.   Other (includes revolving credit plans other than credit cards and other consumer loans)		K216		0		K217		0		K218		0	5.c.
6.  Not applicable
7.  All other loans (1)		5459		0		5460		0		5461		0	7.
8.  Lease financing receivables		1226		0		1227		0		1228		0	8.
9.  Total loans and leases (sum of items 1 through 8)		1406		14,000		1407		5,000		1403		52,000	9.
10.  Debt securities and other assets (exclude other real estate owned and other repossessed assets)		3505		0		3506		0		3507		0	10.

1. Includes past due and nonaccrual “Loans to finance agricultural productions and other loans to farmers,” “Obligations (other than securities and leases) of states and political subdivisions in the U.S.,” and “Loans to nondepository financial institutions and other loans.”

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RC-32

Schedule RC-N—Continued

Amounts reported by loan and lease category in Schedule RC-N, items 1 through 8, include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in items 11 and 12 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8.

(Column A) Past due 30 through 89 days and still accruing

(Column B) Past due 90 days or more and still accruing

(Column C) Nonaccrual

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

11.  Loans and leases reported in items 1 through 8 above that are wholly or partially guaranteed by the U.S. Government, excluding loans and leases covered by loss-sharing agreements with the FDIC

K036

0

K037

0

K038

0

11.

a.   Guaranteed portion of loans and leases included in item 11 above, excluding rebooked “GNMA loans”

K039

0

K040

0

K041

0

11.a.

b.  Rebooked “GNMA loans” that have been repurchased or are eligible for repurchase included in item 11 above

K042

0

K043

0

K044

0

11.b.

12.  Loans and leases reported in items 1 through 8 above that are covered by loss-sharing agreements with the FDIC:

a.   Loans secured by real estate:

(1)   Construction, land development, and other land loans:

(a)   1–4 family residential construction loans

K045

0

K046

0

K047

0

12.a.

(1)(a)

(b)   Other construction loans and all land development and other land loans

K048

0

K049

0

K050

0

12.a.

(1)(b)

(2)   Secured by farmland

K051

0

K052

0

K053

0

12.a.

(2)

(3)   Secured by 1–4 family residential properties:

(a)   Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit

K054

0

K055

0

K056

0

12.a.

(3)(a)

(b)   Closed-end loans secured by 1–4 family residential properties:

(1)   Secured by first liens

K057

0

K058

0

K059

0

12.a.

(3)(b)(1)

(2)   Secured by junior liens

K060

0

K061

0

K062

0

12.a.

(3)(b)(2)

(4)   Secured by multifamily (5 or more) residential properties

K063

0

K064

0

K065

0

12.a.

(4)

(5)   Secured by nonfarm nonresidential properties:

(a)   Loans secured by owner-occupied nonfarm nonresidential properties

K066

0

K067

0

K068

0

12.a.

(5)(a)

(b)   Loans secured by other nonfarm nonresidential properties

K069

0

K070

0

K071

0

12.a.

(5)(b)

b.  through d. Not applicable

e.   All other loans and all leases

K087

0

K088

0

K089

0

12.e.

f.   Portion of covered loans and leases included in items 12.a through 12.e above that is protected by FDIC loss-sharing agreements

K102

0

K103

0

K104

0

12.f.

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RC-33

Schedule RC-N—Continued

Memoranda

(Column A) Past due 30 through 89 days and still accruing

(Column B) Past due 90 days or more and still accruing

(Column C) Nonaccrual

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

1.  Loans restructured in troubled debt restructurings included in Schedule RC-N, items 1 through 7, above (and not reported in Schedule RC-C, Part I, Memorandum item 1):

a.   Construction, land development, and other land loans:

(1)   1–4 family residential construction loans

K105

0

K106

0

K107

0

M.1.a.

(1)

(2)   Other construction loans and all land development and other land loans

K108

0

K109

0

K110

0

M.1.a.

(2)

b.  Loans secured by 1–4 family residential properties

F661

0

F662

0

F663

0

M.1.b.

c.   Secured by multifamily (5 or more) residential properties

K111

0

K112

0

K113

0

M.1.c.

d.  Secured by nonfarm nonresidential properties:

(1)   Loans secured by owner-occupied nonfarm nonresidential properties

K114

0

K115

0

K116

0

M.1.d.

(1)

(2)   Loans secured by other nonfarm nonresidential properties

K117

0

K118

0

K119

0

M.1.d.

(2)

e.   Commercial and industrial loans

K257

0

K258

0

K259

0

M.1.e.

Memorandum items 1.e.(1) and (2) are to be completed by banks with $300 million or more in total assets (sum of Memorandum items 1.e.(1) and (2) must equal ‘Memorandum item 1.e): (1)

(1)   To U.S. addressees (domicile)

K120

0

K121

0

K122

0

M.1.e.

(1)

(2)   To non-U.S. addressees (domicile)

K123

0

K124

0

K125

0

M.1.e.

(2)

f.   All other loans ( include loans to individuals for household, family, and other personal expenditures)

K126

0

K127

0

K128

0

M.1.f.

Itemize loan categories included in Memorandum item 1.f, above that exceed 10 percent of total loans restructured in troubled debt restructurings that are past due 30 days or more or in nonaccrual status (sum of Memorandum items 1.a through 1.e plus 1.f, columns A through C):

(1)   Loans secured by farmland

K130

0

K131

0

K132

0

M.1.f.

(1)

(2)   and (3) Not applicable

1. The $300 million asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

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RC-34

Schedule RC-N—Continued

Memoranda—Continued

	(Column A) Past due 30 through 89 days and still accruing				(Column B) Past due 90 days or more and still accruing				(Column C) Nonaccrual
Dollar Amounts in Thousands	RCON		Amount		RCON		Amount		RCON		Amount
1.f. (4)  Loans to individuals for household, family, and other personal expenditures:
(a)   Credit cards		K274		0		K275		0		K276		0	M.1.f.	(4)(a)
(b)   Automobile loans		K277		0		K278		0		K279		0	M.1.f.	(4)(b)
(c)   Other (includes revolving credit plans other than credit cards and other consumer loans)		K280		0		K281		0		K282		0	M.1.f.	(4)(c)
Memorandum item 1.f.(5) is to be completed by: (1)
•  Banks with $300 million or more in total assets
•  Banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans
(5)   Loans to finance agricultural production and other loans to farmers included in Schedule RC-N, Memorandum item 1.f, above		K138		0		K139		0		K140		0	M.1.f.	(5)
1.g.    Total loans restructured in troubled debt restructurings included in Schedule RC-N, items 1 through 7, above (sum of Memorandum items 1.a(1) through 1.e plus 1.f) (2)		HK26		0		HK27		0		HK28		0	M.1.g.
2.  Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-N, items 4 and 7, above		6558		0		6559		0		6560		0	M.2.
3.  Memorandum items 3.a through 3.d are to be completed by banks with $300 million or more in total assets: (1)
a.   Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-N, item 1, above)		1248		0		1249		0		1250		5,000	M.3.a.
b.  Loans to and acceptances of foreign banks (included in Schedule RC-N, item 2, above)		5380		0		5381		0		5382		0	M.3.b.
c.   Commercial and industrial loans to non- U.S. addressees (domicile) included in Schedule RC-N, item 4, above		1254		0		1255		0		1256		0	M.3.c.

1. The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2021, Report of Condition.

2. Exclude amounts reported in Memorandum items 1.e.(1), 1.e.(2), and 1.f.(1) through 1.f.(5) when calculating the total in Memorandum item 1.g.

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RC-35

Schedule RC-N—Continued

Memoranda—Continued

(Column A) Past due 30 through 89 days and still accruing

(Column B) Past due 90 days or more and still accruing

(Column C) Nonaccrual

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

3. d.   Leases to individuals for household, family, and other personal expenditures (included in Schedule RC-N, item 8, above)

F166

0

F167

0

F168

0

M.3.d.

Memorandum item 4 is to be completed by: (1)

•  banks with $300 million or more in total assets

•  banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans:

4.  Loans to finance agricultural production and other loans to farmers (included in Schedule RC-N, item 7, above)

1594

0

1597

0

1583

0

M.4.

5.  Loans and leases held for sale (included in Schedule RC-N, items 1 through 8, above)

C240

0

C241

0

C226

0

M.5.

RCON

Amount

6.  Not applicable

Memorandum items 7, 8, 9.a, and 9.b are to be completed semiannually in the June and December reports only.

7.  Additions to nonaccrual assets during the previous six months

C410

3,000

M.7.

8.  Nonaccrual assets sold during the previous six months

C411

0

M.8.

(Column A) Past due 30 through 89 days and still accruing

(Column B) Past due 90 days or more and still accruing

(Column C) Nonaccrual

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

9.  Purchased credit-impaired loans accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3): (2)

a.   Outstanding balance

L183

NA

L184

NA

L185

NA

M.9.a.

b.  Amount included in Schedule RC-N, items 1 through 7, above

L186

NA

L187

NA

L188

NA

M.9.b.

1. The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2021, Report of Condition.

2. Memorandum items 9.a and 9.b should be completed only by institutions that have not yet adopted ASU 2016-13.

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RC-36

Schedule RC-O—Other Data for Deposit Insurance Assessments

All FDIC-insured depository institutions must complete items 1 and 2, 4 through 9,10, and 11, Memorandum item 1, and, if applicable, item 9.a, Memorandum items 2, 3, and 5 through 18 each quarter. Unless otherwise indicated, complete items 1 through 11 and Memorandum items 1 through 3 on an “unconsolidated single FDIC certificate number basis” (see instructions) and complete Memorandum items 5 through 18 on a fully consolidated basis.

Dollar Amounts in Thousands			RCON		Amount
1. Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Federal Deposit Insurance Act and FDIC regulations				F236		29,201,000		1.
2. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions				F237		0		2.
3. Not applicable
4. Average consolidated total assets for the calendar quarter				K652		41,345,000		4.
a. Averaging method used		Number
(for daily averaging, enter 1, for weekly averaging, enter 2)	K653	1						4.a.
					Amount
5. Average tangible equity for the calendar quarter (1)				K654		9,286,000		5.
6. Holdings of long-term unsecured debt issued by other FDIC-insured depository institutions				K655		0		6.
7. Unsecured “Other borrowings” with a remaining maturity of (sum of items 7.a through 7.d must be less than or equal to Schedule RC-M, items 5.b.(1)(a)–(d) minus item 10.b):
a. One year or less				G465		69,000		7.a.
b. Over one year through three years				G466		0		7.b.
c. Over three years through five years				G467		0		7.c.
d. Over five years				G468		0		7.d.
8. Subordinated notes and debentures with a remaining maturity of (sum of items 8.a. through 8.d. must equal Schedule RC, item 19):
a. One year or less				G469		0		8.a.
b. Over one year through three years				G470		0		8.b.
c. Over three years through five years				G471		0		8.c.
d. Over five years				G472		0		8.d.
9. Brokered reciprocal deposits (included in Schedule RC-E, Memorandum item 1.b)				G803		0		9.
Item 9.a is to be completed on a fully consolidated basis by all institutions that own another insured depository institution.
a. Fully consolidated brokered reciprocal deposits				L190		NA		9.a.
10. Banker’s bank certification:
Does the reporting institution meet both the statutory definition of a banker’s bank and the business conduct test set forth in FDIC regulations?						Yes	No
				K656		x		10.
If the answer to item 10 is “YES,” complete items 10.a and 10.b.					Amount
a. Banker’s bank deduction				K657		NA		10.a.
b. Banker’s bank deduction limit				K658		NA		10.b.
11. Custodial bank certification:
						Yes	No
Does the reporting institution meet the definition of a custodial bank set forth in FDIC regulations?				K659		x		11.
If the answer to item 11 is “YES,” complete items 11.a and 11.b.(2)					Amount
a. Custodial bank deduction				K660		20,210,000		11.a.
b. Custodial bank deduction limit				K661		7,245,000		11.b.

1. See instructions for averaging methods. For deposit insurance assessment purposes, tangible equity is defined as Tier 1 capital as set forth in the banking agencies’ regulatory capital standards and reported in Schedule RC-R, Part I, item 26, except as described in the instructions.

2. If the amount reported in item 11.b is zero, item 11.a may be left blank.

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RC-37

Schedule RC-O—Continued

Memoranda

Dollar Amounts in Thousands			RCON		Amount
1. Total deposit liabilities of the bank, including related interest accrued and unpaid, less allowable exclusions, including related interest accrued and unpaid (sum of Memorandum items 1.a.(1), 1.b.(1), 1.c.(1), and 1.d.(1) must equal Schedule RC-O, item 1 less item 2):
a. Deposit accounts (excluding retirement accounts) of $250,000 or less: (1)
(1) Amount of deposit accounts (excluding retirement accounts) of $250,000 or less				F049		139,000	M.1.a.(1)
(2) Number of deposit accounts (excluding retirement accounts) of $250,000 or less	F050	Number 6,742					M.1.a.(2)
b. Deposit accounts (excluding retirement accounts) of more than $250,000: (1)
(1) Amount of deposit accounts (excluding retirement accounts) of more than $250,000				F051		29,032,000	M.1.b.(1)
(2) Number of deposit accounts (excluding retirement accounts) of more than $250,000	F052	Number 3,103					M.1.b.(2)
c. Retirement deposit accounts of $250,000 or less: (1)
(1) Amount of retirement deposit accounts of $250,000 or less				F045		26,000	M.1.c.(1)
		Number
(2) Number of retirement deposit accounts of $250,000 or less	F046	194					M.1.c.(2)
d. Retirement deposit accounts of more than $250,000: (1)
(1) Amount of retirement deposit accounts of more than $250,000				F047		4,000	M.1.d.(1)
		Number
(2) Number of retirement deposit accounts of more than $250,000	F048	8					M.1.d.(2)
Memorandum item 2 is to be completed by banks with $1 billion or more in total assets. (2)
2. Estimated amount of uninsured deposits including related interest accrued and unpaid (see instructions) (3)				5597		28,258,000	M.2.
3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank’s or parent savings association’s Call Report? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association:
TEXT			RCON		FDIC Cert. No.
A545				A545		0	M.3.
4. Not applicable

1. The dollar amounts used as the basis for reporting in Memorandum items 1.a through 1.d reflect the deposit insurance limits in effect on the report date.

2. The $1 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

3. Uninsured deposits should be estimated based on the deposit insurance limits set forth in Memorandum items 1.a through 1.d.

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RC-38

Schedule RC-O—Continued

Amounts reported in Memorandum items 6 through 9, 14, and 15 will not be made available to the public on an individual institution basis.

Memoranda—Continued

Dollar Amounts in Thousands	RCON		Amount
Memorandum items 5 through 12 are to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations.
5. Applicable portion of the CECL transitional amount or modified CECL transitional amount that has been added to retained earnings for regulatory capital purposes as of the current report date and is attributable to loans and leases held for investment		MW53		0	M.5.
6. Criticized and classified items:
a. Special mention		K663		66,000	M.6.a.
b. Substandard		K664		273,000	M.6.b.
c. Doubtful		K665		0	M.6.c.
d. Loss		K666		0	M.6.d.
7. “Nontraditional 1–4 family residential mortgage loans” as defined for assessment purposes only in FDIC regulations:
a. Nontraditional 1-4 family residential mortgage loans		N025		1,716,000	M.7.a.
b. Securitizations of nontraditional 1-4 family residential mortgage loans		N026		0	M.7.b.
8. “Higher-risk consumer loans” as defined for assessment purposes only in FDIC regulations:
a. Higher-risk consumer loans		N027		32,000	M.8.a.
b. Securitizations of higher-risk consumer loans		N028		0	M.8.b.
9. “Higher-risk commercial and industrial loans and securities” as defined for assessment purposes only in FDIC regulations:
a. Higher-risk commercial and industrial loans and securities		N029		0	M.9.a.
b. Securitizations of higher-risk commercial and industrial loans and securities		N030		0	M.9.b.
10. Commitments to fund construction, land development, and other land loans secured by real estate:
a. Total unfunded commitments		K676		156,000	M.10.a.
b. Portion of unfunded commitments guaranteed or insured by the U.S. government (including the FDIC)		K677		0	M.10.b.
11. Amount of other real estate owned recoverable from the U.S. government under guarantee or insurance provisions (excluding FDIC loss-sharing agreements)		K669		0	M.11.
12. Nonbrokered time deposits of more than $250,000 in domestic offices (included in Schedule RC-E, Part I, Memorandum item 2.d)		K678		122,000	M.12.
Memorandum item 13.a is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. Memorandum items 13.b through 13.h are to be completed by “large institutions” only.
13. Portion of funded loans and securities guaranteed or insured by the U.S. government (including FDIC loss-sharing agreements):
a. Construction, land development, and other land loans secured by real estate		N177		0	M.13.a.
b. Loans secured by multifamily residential and nonfarm nonresidential properties		N178		0	M.13.b.
c. Closed-end loans secured by first liens on 1–4 family residential properties		N179		0	M.13.c.
d. Closed-end loans secured by junior liens on 1–4 family residential properties and revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit		N180		0	M.13.d.
e. Commercial and industrial loans		N181		0	M.13.e.
f. Credit card loans to individuals for household, family, and other personal expenditures		N182		0	M.13.f.
g. All other loans to individuals for household, family, and other personal expenditures		N183		0	M.13.g.
h. Non-agency residential mortgage-backed securities		M963		0	M.13.h.
Memorandum items 14 and 15 are to be completed by “highly complex institutions” as defined in FDIC regulations.
14. Amount of the institution’s largest counterparty exposure		K673		NA	M.14.
15. Total amount of the institution’s 20 largest counterparty exposures		K674		NA	M.15.

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RC-39

Schedule RC-O—Continued

Memoranda—Continued

Dollar Amounts in Thousands	RCON		Amount
Memorandum item 16 is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations.
16. Portion of loans restructured in troubled debt restructurings that are in compliance with their modified terms and are guaranteed or insured by the U.S. government (including the FDIC) (included in Schedule RC-C, Part I, Memorandum item 1)		L189		0	M.16.
Memorandum item 17 is to be completed on a fully consolidated basis by those “large institutions” and “highly complex institutions” as defined in FDIC regulations that own another insured depository institution.
17. Selected fully consolidated data for deposit insurance assessment purposes:
a. Total deposit liabilities before exclusions (gross) as defined in Section 3(I) of the Federal Deposit Insurance Act and FDIC regulations		L194		NA	M.17.a.
b. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions		L195		NA	M.17.b.
c. Unsecured “Other borrowings” with a remaining maturity of one year or less		L196		NA	M.17.c.
d. Estimated amount of uninsured deposits, including related interest accrued and unpaid		L197		NA	M.17.d.

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RC-40

Schedule RC-O—Continued

Memorandum item 18 is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. Amounts reported in Memorandum item 18 will not be made available to the public on an individual institution basis.

Two-Year Probability of Default (PD)

(Column A)

(Column B)

(Column C)

(Column D)

(Column E)

(Column F)

(Column G)

(Column H)

< 1%

1.01–4%

4.01–7%

7.01–10%

10.01–14%

14.01–16%

16.01–18%

18.01–20%

Dollar Amounts in Thousands

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

18. Outstanding balance of 1-4 family residential mortgage loans, consumer loans, and consumer leases by two-year probability of default:

a. “Nontraditional 1-4 family residential mortgage loans” as defined for assessment purposes only in FDIC regulations

RCON M964

RCON M965

RCON M966

RCON M967

RCON M968

RCON M969

RCON M970

RCON M971

303,000

711,000

346,000

168,000

69,000

6,000

8,000

3,000

M.18.a.

b. Closed-end loans secured by first liens on 1-4 family residential properties

RCON M979

RCON M980

RCON M981

RCON M982

RCON M983

RCON M984

RCON M985

RCON M986

37,000

71,000

32,000

11,000

4,000

0

0

0

M.18.b.

c. Closed-end loans secured by junior liens on 1-4 family residential properties

RCON M994

RCON M995

RCON M996

RCON M997

RCON M998

RCON M999

RCON N001

RCON N002

5,000

14,000

2,000

1,000

0

0

0

0

M.18.c.

d. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit

RCON N010

RCON N011

RCON N012

RCON N013

RCON N014

RCON N015

RCON N016

RCON N017

31,000

85,000

108,000

10,000

9,000

0

3,000

0

M.18.d.

RCON N040

RCON N041

RCON N042

RCON N043

RCON N044

RCON N045

RCON N046

RCON N047

e. Credit cards

0

0

0

0

0

0

0

0

M.18.e.

RCON N055

RCON N056

RCON N057

RCON N058

RCON N059

RCON N060

RCON N061

RCON N062

f. Automobile loans

0

0

0

0

0

0

0

0

M.18.f.

RCON N070

RCON N071

RCON N072

RCON N073

RCON N074

RCON N075

RCON N076

RCON N077

g. Student loans

0

0

0

0

0

0

0

0

M.18.g.

h. Other consumer loans and revolving credit plans other than credit cards

RCON N085

RCON N086

RCON N087

RCON N088

RCON N089

RCON N090

RCON N091

RCON N092

165,000

35,000

115,000

2,000

0

0

0

0

M.18.h.

RCON N100

RCON N101

RCON N102

RCON N103

RCON N104

RCON N105

RCON N106

RCON N107

i. Consumer leases

0

0

0

0

0

0

0

0

M.18.i.

RCON N115

RCON N116

RCON N117

RCON N118

RCON N119

RCON N120

RCON N121

RCON N122

j. Total

541,000

916,000

603,000

192,000

82,000

6,000

11,000

3,000

M.18.j.

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FFIEC 041

Page 57 of 87

RC-41

Schedule RC-O—Continued

Memorandum item 18 is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. Amounts reported in Memorandum item 18 will not be made available to the public on an individual institution basis.

Two-Year Probability of Default (PD)

(Column O)

(Column I)

(Column J)

(Column K)

(Column L)

(Column M)

(Column N)

PDs Were Derived

20.01–22%

22.01–26%

26.01–30%

> 30%

Unscoreable

Total

Using (1)

Dollar Amounts in Thousands

Amount

Amount

Amount

Amount

Amount

Amount

Number

18. Outstanding balance of 1-4 family residential mortgage loans, consumer loans, and consumer leases by two-year probability of default:

a. “Nontraditional 1-4 family residential mortgage loans” as defined for assessment purposes only in FDIC regulations

RCON M972

RCON M973

RCON M974

RCON M975

RCON M976

RCON M977

RCON M978

20,000

0

8,000

0

75,000

1,717,000

1

M.18.a.

b. Closed-end loans secured by first liens on 1-4 family residential properties

RCON M987

RCON M988

RCON M989

RCON M990

RCON M991

RCON M992

RCON M993

0

1,000

0

0

4,000

160,000

1

M.18.b.

c. Closed-end loans secured by junior liens on 1-4 family residential properties

RCON N003

RCON N004

RCON N005

RCON N006

RCON N007

RCON N008

RCON N009

0

0

0

0

0

22,000

1

M.18.c.

d. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit

RCON N018

RCON N019

RCON N020

RCON N021

RCON N022

RCON N023

RCON N024

0

0

0

0

47,000

293,000

1

M.18.d.

RCON N048

RCON N049

RCON N050

RCON N051

RCON N052

RCON N053

RCON N054

e. Credit cards

0

0

0

0

0

0

0

M.18.e.

RCON N063

RCON N064

RCON N065

RCON N066

RCON N067

RCON N068

RCON N069

f. Automobile loans

0

0

0

0

0

0

0

M.18.f.

RCON N078

RCON N079

RCON N080

RCON N081

RCON N082

RCON N083

RCON N084

g. Student loans

0

0

0

0

0

0

0

M.18.g.

h. Other consumer loans and revolving credit plans other than credit cards

RCON N093

RCON N094

RCON N095

RCON N096

RCON N097

RCON N098

RCON N099

0

0

0

0

7,000

324,000

1

M.18.h.

RCON N108

RCON N109

RCON N110

RCON N111

RCON N112

RCON N113

RCON N114

i. Consumer leases

0

0

0

0

0

0

0

M.18.i.

RCON N123

RCON N124

RCON N125

RCON N126

RCON N127

RCON N128

j. Total

20,000

1,000

8,000

0

133,000

2,516,000

M.18.j.

1. For PDs derived using scores and default rate mappings provided by a third-party vendor, enter 1; for PDs derived using an internal approach, enter 2; for PDs derived using third-party vendor mappings for some loans within a product type and an internal approach for other loans within the same product type, enter 3. If the total reported in Column N for a product type is zero, enter 0.

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00623

New York, NY 10019

FFIEC 041

Page 58 of 87

RC-42

Schedule RC-P—1–4 Family Residential Mortgage Banking Activities

Schedule RC-P is to be completed by banks at which either 1–4 family residential mortgage loan originations and purchases for resale (1) from all sources, loan sales, or quarter-end loans held for sale or trading exceed $10 million for two consecutive quarters.

Dollar Amounts in Thousands		RCON	Amount
1.	Retail originations during the quarter of 1–4 family residential mortgage loans for sale (1)	HT81		0	1.
2.	Wholesale originations and purchases during the quarter of 1–4 family residential mortgage loans for sale (1)	HT82		0	2.
3.	1–4 family residential mortgage loans sold during the quarter	FT04		0	3.
4.	1–4 family residential mortgage loans held for sale or trading at quarter-end (included in Schedule RC, items 4.a and 5)	FT05		0	4.
5.	Noninterest income for the quarter from the sale, securitization, and servicing of 1–4 family residential mortgage loans (included in Schedule RI, items 5.c, 5.f, 5.g, and 5.i)	RIAD
		HT85		0	5.
		RCON
6.	Repurchases and indemnifications of 1–4 family residential mortgage loans during the quarter	HT86		0	6.
7.	Representation and warranty reserves for 1–4 family residential mortgage loans sold:
	a.   For representations and warranties made to U.S. government agencies and government-sponsored agencies	L191		0	7.a.
	b.  For representations and warranties made to other parties	L192		0	7.b.
	c.   Total representation and warranty reserves (sum of items 7.a and 7.b)	M288		0	7.c.

1. Exclude originations and purchases of 1–4 family residential mortgage loans that are held for investment.

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RC-43

Schedule RC-Q—Assets and Liabilities Measured at Fair Value on a Recurring Basis

Schedule RC-Q is to be completed by banks that:

(1) Have elected to report financial instruments or servicing assets and liabilities at fair value under a fair value option with changes in fair value recognized in earnings, or

(2) Are required to complete Schedule RC-D, Trading Assets and Liabilities.

	(Column A) Total Fair Value Reported on Schedule RC				(Column B) LESS: Amounts Netted in the Determination of Total Fair Value				(Column C) Level 1 Fair Value Measurements				(Column D) Level 2 Fair Value Measurements				(Column E) Level 3 Fair Value Measurements
Dollar Amounts in Thousands	RCON		Amount		RCON		Amount		RCON		Amount		RCON		Amount		RCON		Amount
Assets
1. Available-for-sale debt securities and equity securities with readily determinable fair values not held for trading (1)		JA36		726,000		G474		0		G475		720,000		G476		6,000		G477		0	1.
2. Not applicable
3. Loans and leases held for sale		G483		0		G484		0		G485		0		G486		0		G487		0	3.
4. Loans and leases held for investment		G488		0		G489		0		G490		0		G491		0		G492		0	4.
5. Trading assets:
a. Derivative assets		3543		0		G493		0		G494		0		G495		0		G496		0	5.a.
b. Other trading assets		G497		0		G498		0		G499		0		G500		0		G501		0	5.b.
(1) Nontrading securities at fair value with changes in fair value reported in current earnings (included in Schedule RC-Q, item 5.b above)		F240		0		F684		0		F692		0		F241		0		F242		0	5.b.	(1)
6. All other assets		G391		314,000		G392		3,000		G395		0		G396		317,000		G804		0	6.
7. Total assets measured at fair value on a recurring basis (sum of items 1 through 5.b plus item 6)		G502		1,040,000		G503		3,000		G504		720,000		G505		323,000		G506		0	7.
Liabilities
8. Deposits		F252		0		F686		0		F694		0		F253		0		F254		0	8.
9. Not applicable
10. Trading liabilities:
a. Derivative liabilities		3547		0		G512		0		G513		0		G514		0		G515		0	10.a.
b. Other trading liabilities		G516		0		G517		0		G518		0		G519		0		G520		0	10.b.
11. and 12. Not applicable
13. All other liabilities		G805		459,000		G806		3,000		G807		0		G808		462,000		G809		0	13.
14. Total liabilities measured at fair value on a recurring basis (sum of items 8 through 13)		G531		459,000		G532		3,000		G533		0		G534		462,000		G535		0	14.

1. The amount reported in item 1, column A, must equal the sum of Schedule RC, items 2.b and 2.c.

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RC-44

Schedule RC-Q—Continued

(Column A) Total Fair Value Reported on Schedule RC

(Column B) LESS: Amounts Netted in the Determination of Total Fair Value

(Column C) Level 1 Fair Value Measurements

(Column D) Level 2 Fair Value Measurements

(Column E) Level 3 Fair Value Measurements

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

RCON

Amount

RCON

Amount

Memoranda

1. All other assets (itemize and describe amounts included in Schedule RC-Q, item 6, that are greater than $100,000 and exceed 25 percent of item 6):

a. Mortgage servicing assets

G536

0

G537

0

G538

0

G539

0

G540

0

M.1.a.

b. Nontrading derivative assets

G541

314,000

G542

3,000

G543

0

G544

317,000

G545

0

M.1.b.

TEXT c.  G546

G546

0

G547

0

G548

0

G549

0

G550

0

M.1.c.

TEXT d. G551

G551

0

G552

0

G553

0

G554

0

G555

0

M.1.d.

TEXT e.  G556

G556

0

G557

0

G558

0

G559

0

G560

0

M.1.e.

TEXT

f. G561

G561

0

G562

0

G563

0

G564

0

G565

0

M.1.f.

2. All other liabilities (itemize and describe amounts included in Schedule RC-Q, item 13, that are greater than $100,000 and exceed 25 percent of item 13):

a. Loan commitments (not accounted for as derivatives)

F261

0

F689

0

F697

0

F262

0

F263

0

M.2.a.

b. Nontrading derivative liabilities

G566

459,000

G567

3,000

G568

0

G569

462,000

G570

0

M.2.b.

TEXT c.  G571

G571

0

G572

0

G573

0

G574

0

G575

0

M.2.c.

TEXT d. G576

G576

0

G577

0

G578

0

G579

0

G580

0

M.2.d.

TEXT e.  G581

G581

0

G582

0

G583

0

G584

0

G585

0

M.2.e.

TEXT f.  G586

G586

0

G587

0

G588

0

G589

0

G590

0

M.2.f.

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RC-45

Schedule RC-Q—Continued

Memoranda—Continued

Dollar Amounts in Thousands	RCON		Amount
3. Loans measured at fair value (included in Schedule RC-C, Part I, items 1 through 9):
a. Loans secured by real estate:
(1) Secured by 1–4 family residential properties		HT87		0	M.3.a.(1)
(2) All other loans secured by real estate		HT88		0	M.3.a.(2)
b. Commercial and industrial loans		F585		0	M.3.b.
c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper)		HT89		0	M.3.c.
d. Other loans		F589		0	M.3.d.
4. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-Q, Memorandum item 3):
a. Loans secured by real estate:
(1) Secured by 1–4 family residential properties		HT91		0	M.4.a.(1)
(2) All other loans secured by real estate		HT92		0	M.4.a.(2)
b. Commercial and industrial loans		F597		0	M.4.b.
c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper)		HT93		0	M.4.c.
d. Other loans		F601		0	M.4.d.

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RC-46

Schedule RC-R—Regulatory Capital

Part I. Regulatory Capital Components and Ratios

Part I is to be completed on a consolidated basis.

Dollar Amounts in Thousands	RCOA		Amount
Common Equity Tier 1 Capital
1. Common stock plus related surplus, net of treasury stock and unearned employee stock ownership plan (ESOP) shares		P742		3,066,000		1.
2. Retained earnings (1)		KW00		6,266,000		2.
a. To be completed only by institutions that have adopted ASU 2016-13: Does your institution have a CECL transition election in effect as of the quarter-end report date? (enter “0” for No; enter “1” for Yes with a 3-year CECL transition election; enter “2” for Yes with a 5-year 2020 CECL transition election.)
		RCOA
		JJ29			0	2.a.
	RCOA		Amount
3. Accumulated other comprehensive income (AOCI)		B530		(40,000)		3.
		0=No		RCOA
a. AOCI opt-out election (enter “1” for Yes; enter “0” for No.)		1=Yes		P838	0	3.a.
	RCOA		Amount
4. Common equity tier 1 minority interest includable in common equity tier 1 capital		P839			0	4.
5. Common equity tier 1 capital before adjustments and deductions (sum of items 1 through 4)		P840		9,292,000		5.
Common Equity Tier 1 Capital: Adjustments and Deductions
6. LESS: Goodwill net of associated deferred tax liabilities (DTLs)		P841			0	6.
7. LESS: Intangible assets (other than goodwill and mortgage servicing assets (MSAs)), net of associated DTLs		P842			6,000	7.
8. LESS: Deferred tax assets (DTAs) that arise from net operating loss and tax credit carryforwards, net of any related valuation allowances and net of DTLs		P843			0	8.
9. AOCI-related adjustments (if entered “1” for Yes in item 3.a, complete only items 9.a through 9.e; if entered “0” for No in item 3.a, complete only item 9.f):
a. LESS: Net unrealized gains (losses) on available-for-sale debt securities (if a gain, report as a positive value; if a loss, report as a negative value)		P844			NA	9.a.
b. Not applicable
c. LESS: Accumulated net gains (losses) on cash flow hedges (if a gain, report as a positive value; if a loss, report as a negative value)		P846			NA	9.c.
d. LESS: Amounts recorded in AOCI attributed to defined benefit postretirement plans resulting from the initial and subsequent application of the relevant GAAP standards that pertain to such plans (if a gain, report as a positive value; if a loss, report as a negative value)		P847			NA	9.d.
e. LESS: Net unrealized gains (losses) on held-to-maturity securities that are included in AOCI (if a gain, report as a positive value; if a loss, report as a negative value)		P848			NA	9.e.
f. To be completed only by institutions that entered “0” for No in item 3.a: LESS: Accumulated net gain (loss) on cash flow hedges included in AOCI, net of applicable income taxes, that relates to the hedging of items that are not recognized at fair value on the balance sheet (if a gain, report as a positive value; if a loss, report as a negative value)		P849			0	9.f.

1. Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in this item.

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FFIEC 041

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RC-47

Schedule RC-R—Continued

Part I—Continued

Dollar Amounts in Thousands	RCOA		Amount
10. Other deductions from (additions to) common equity tier 1 capital before threshold-based deductions:
a. LESS: Unrealized net gain (loss) related to changes in the fair value of liabilities that are due to changes in own credit risk (if a gain, report as a positive value; if a loss, report as a negative value)		Q258		0	10.a.
b. LESS: All other deductions from (additions to) common equity tier 1 capital before threshold-based deductions		P850		0	10.b.
11. Not applicable
12. Subtotal (item 5 minus items 6 through 10.b)		P852		9,286,000	12.
13. LESS: Investments in the capital of unconsolidated financial institutions, net of associated DTLs, that exceed 25 percent of item 12		LB58		0	13.
14. LESS: MSAs, net of associated DTLs, that exceed 25 percent of item 12		LB59		0	14.
15. LESS: DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, net of related valuation allowances and net of DTLs, that exceed 25 percent of item 12		LB60		0	15.
16. Not applicable
17. LESS: Deductions applied to common equity tier 1 capital due to insufficient amounts of additional tier 1 capital and tier 2 capital (1) to cover deductions		P857		0	17.
18. Total adjustments and deductions for common equity tier 1 capital (sum of items 13 through 17)		P858		0	18.
19. Common equity tier 1 capital (item 12 minus item 18)		P859		9,286,000	19.
Additional Tier 1 Capital
20. Additional tier 1 capital instruments plus related surplus		P860		0	20.
21. Non-qualifying capital instruments subject to phase-out from additional tier 1 capital		P861		0	21.
22. Tier 1 minority interest not included in common equity tier 1 capital		P862		0	22.
23. Additional tier 1 capital before deductions (sum of items 20, 21, and 22)		P863		0	23.
24. LESS: Additional tier 1 capital deductions		P864		0	24.
25. Additional tier 1 capital (greater of item 23 minus item 24, or zero)		P865		0	25.
Tier 1 Capital
26. Tier 1 capital (sum of items 19 and 25)		8274		9,286,000	26.
Total Assets for the Leverage Ratio
27. Average total consolidated assets (2)		KW03		41,345,000	27.
28. LESS: Deductions from common equity tier 1 capital and additional tier 1 capital (sum of items 6, 7, 8, 10.b, 13 through 15, 17, and certain elements of item 24 - see instructions)		P875		6,000	28.
29. LESS: Other deductions from (additions to) assets for leverage ratio purposes		B596		0	29.
30. Total assets for the leverage ratio (item 27 minus items 28 and 29)		A224		41,339,000	30.

1. An institution that has a CBLR framework election in effect as of the quarter-end report date is neither required to calculate tier 2 capital nor make any deductions that would have been taken from tier 2 capital as of the report date.

2. Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in item 27.

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RC-48

Schedule RC-R—Continued

Part I—Continued

Leverage Ratio*	RCOA			Percentage
31. Leverage ratio (item 26 divided by item 30)		7204			22.4630	%	31.
a. Does your institution have a community bank leverage ratio (CBLR) framework election in effect as of the quarter-end report date? (enter “1” for Yes; enter “0” for No)			0=No 1=Yes	RCOA LE74	0		31.a.

If your institution entered “1” for Yes in item 31.a:

• Complete items 32 through 37 and, if applicable, items 38.a through 38.c,

• Do not complete items 39 through 55.b, and

• Do not complete Part II of Schedule RC-R.

If your institution entered “0” for No in item 31.a:

• Skip (do not complete) items 32 through 38.c,

• Complete items 39 through 55.b, as applicable, and

• Complete Part II of Schedule RC-R.

Item 31.b is to be completed only by non-advanced approaches institutions that elect to use the Standardized Approach for Counterparty Credit Risk (SA-CCR) for purposes of the standardized approach and supplementary leverage ratio.

b. Standardized Approach for Counterparty Credit Risk opt-in election
(enter “1” for Yes; leave blank for No) RCOA
1=Yes NC99 31.b.

Qualifying Criteria and Other Information for CBLR Institutions*

	Column A				Column B
Dollar Amounts in Thousands	RCOA		Amount		RCOA		Percentage
32. Total assets (Schedule RC, item 12); (must be less than $10 billion)		2170		NA					32.
33. Trading assets and trading liabilities (Schedule RC, sum of items 5 and 15). Report as a dollar amount in column A and as a percentage of total assets (5% limit) in column B		KX77		NA		KX78		NA	33.
34. Off-balance sheet exposures:
a. Unused portion of conditionally cancellable commitments		KX79		NA					34.a.
b. Securities lent and borrowed (Schedule RC-L, sum of items 6.a and 6.b)		KX80		NA					34.b.
c. Other off-balance sheet exposures		KX81		NA					34.c.
d. Total off-balance sheet exposures (sum of items 34.a through 34.c). Report as a dollar amount in column A and as a percentage of total assets (25% limit) in column B		KX82		NA		KX83		NA	34.d
Dollar Amounts in Thousands					RCOA		Amount
35. Unconditionally cancellable commitments						S540		NA	35.
36. Investments in the tier 2 capital of unconsolidated financial institutions						LB61		NA	36.
37. Allocated transfer risk reserve						3128		NA	37
38. Amount of allowances for credit losses on purchased credit-deteriorated assets: (1)
a. Loans and leases held for investment						JJ30		NA	38.a.
b. Held-to-maturity debt securities						JJ31		NA	38.b.
c. Other financial assets measured at amortized cost						JJ32		NA	38.c.

* Report each ratio as a percentage, rounded to four decimal places, e.g., 12.3456.

1. Items 38.a through 38.c should be completed only by institutions that have adopted ASU 2016-13.

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RC-49

Schedule RC-R—Continued

Part I—Continued

If your institution entered “0” for No in item 31.a, complete items 39 through 55.b, as applicable, and Part II of Schedule RC-R. If your institution entered “1” for Yes in item 31.a, do not complete items 39 through 55.b or Part II of Schedule RC-R.

Dollar Amounts in Thousands	RCOA		Amount
Tier 2 Capital (1)
39. Tier 2 capital instruments plus related surplus		P866		0		39.
40. Non-qualifying capital instruments subject to phase-out from tier 2 capital		P867		0		40.
41. Total capital minority interest that is not included in tier 1 capital		P868		0		41.
42. Allowance for loan and lease losses includable in tier 2 capital(2, 3)		5310		19,000		42.
43. Not applicable
44. Tier 2 capital before deductions (sum of items 39 through 42)		P870		19,000		44.
45. LESS: Tier 2 capital deductions		P872		0		45.
46. Tier 2 capital (greater of item 44 minus item 45, or zero)		5311		19,000		46.
Total Capital
47. Total capital (sum of items 26 and 46)		3792		9,305,000		47.
Total Risk-Weighted Assets
48. Total risk-weighted assets (from Schedule RC-R, Part II, item 31)		A223		15,808,000		48.
Risk-Based Capital Ratios *	RCOA		Percentage
49. Common equity tier 1 capital ratio (item 19 divided by item 48)		P793		58.7424	%	49.
50. Tier 1 capital ratio (item 26 divided by item 48)		7206		58.7424	%	50.
51. Total capital ratio (item 47 divided by item 48)		7205		58.8626	%	51.
Capital Buffer*
52. Institution-specific capital buffer necessary to avoid limitations on distributions and discretionary bonus payments:
a. Capital conservation buffer		H311		50.8626	%	52.a.
		RCOW
b. Institutions subject to Category III capital standarts only: Total applicable capital buffer		H312		2.5000	%	52.b.
	RCOA		Amount
53. Eligible retained income (4)		H313		NA		53.
54. Distributions and discretionary bonus payments during the quarter (5)		H314		NA		54.
Supplementary Leverage Ratio*
55. Institutions subject to Category III capital standards only: Supplementary leverage ratio information:
a. Total leverage exposure (6)		H015		44,169,000		55.a.
			Percentage
b. Supplementary leverage ratio		H036		21.0238	%	55.b.

* Report each ratio as a percentage, rounded to four decimal places, e.g., 12.3456.

1. An institution that has a CBLR framework election in effect as of the quarter-end report date is neither required to calculate tier 2 capital nor make any deductions that would have been taken from tier 2 capital as of the report date.

2. Institutions that have adopted ASU 2016-13 should report the amount of adjusted allowances for credit losses (AACL), as defined in the regulatory capital rule, includable in tier 2 capital in item 42.

3. Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should subtract the applicable portion of the AACL transitional amount or the modified AACL transitional amount, respectively, from the AACL, as defined in the regulatory capital rule, before determining the amount of AACL includable in tier 2 capital. See instructions for further detail on the CECL transition provisions.

4. Non-advanced approaches institutions other than Category III institutions must complete item 53 only if the amount reported in item 52.a above is less than or equal to 2.5000 percent. Category III institutions must complete item 53 only if the amount reported in item 52.a above is less than or equal to the amount reported in item 52.b above.

5. Non-advanced approaches institutions other than Category III institutions must complete item 54 only if the amount reported in Schedule RC-R, Part I, item 52.a, in the Call Report for the previous calendar quarter-end report date was less than or equal to 2.5000 percent. Category III institutions must complete item 54 only if the amount reported in Schedule RC-R, Part I, item 52.a, in the Call Report for the previous calendar quarter-end report date was less than or equal to the amount reported in Schedule RC-R, Part I, item 52.b, in the Call Report for that previous report date.

6. Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in item 55.a.

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RC-50

Schedule RC-R—Continued RC-50

Part II. Risk-Weighted Assets

Institutions that entered “1” for Yes in Schedule RC-R, Part I, item 31.a, do not have to complete Schedule RC-R, Part II.

Institutions are required to assign a 100 percent risk weight to all assets not specifically assigned a risk weight under Subpart D of the federal banking agencies’ regulatory capital rules ⁽¹⁾ and not deducted from tier 1 or tier 2 capital.

	(Column A)	(Column B)	(Column C)	(Column D)	(Column E)	(Column F)	(Column G)	(Column H)	(Column I)	(Column J)
			Allocation by Risk-Weight Category
	Totals From Schedule RC	Adjustments to Totals Reported in Column A	0%	2%	4%	10%	20%	50%	100%	150%
Dollar Amounts in Thousands	Amount	Amount	Amount	Amount	Amount	Amount	Amount	Amount	Amount	Amount
Balance Sheet Asset Categories (2)
1. Cash and balances due from depository institutions	RCON D957 18,194,000	RCON S396 0	RCON D958 18,143,000				RCON D959 51,000	RCON S397 0	RCON D960 0	RCON S398 0	1.
2. Securities:
a. Held-to-maturity securities (3)	RCON D961 0	RCON S399 0	RCON D962 0	RCON HJ74 0	RCON HJ75 0		RCON D963 0	RCON D964 0	RCON D965 0	RCON S400 0	2.a.
b. Available-for-sale debt securities and equity securities with readily determinable fair values not held for trading	RCON JA21 726,000	RCON S402 0	RCON D967 720,000	RCON HJ76 0	RCON HJ77 0		RCON D968 0	RCON D969 0	RCON D970 6,000	RCON S403 0	2.b.
3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold	RCON D971 0		RCON D972 0				RCON D973 0	RCON S410 0	RCON D974 0	RCON S411 0	3.a
b. Securities purchased under agreements to resell	RCON H171 5,917,000	RCON H172 5,917,000									3.b
4. Loans and leases held for sale:
a. Residential mortgage exposures	RCON S413 0	RCON S414 0	RCON H173 0				RCON S415 0	RCON S416 0	RCON S417 0		4.a..
b. High volatility commercial real estate exposures	RCON S419 0	RCON S420 0	RCON H174 0				RCON H175 0	RCON H176 0	RCON H177 0	RCON S421 0	4.b.

1. For national banks and federal savings associations, 12 CFR Part 3; for state member banks, 12 CFR Part 217; and for state nonmember banks and state savings associations 12 CFR Part 324.

2. All securitization exposures held as on-balance sheet assets of the reporting institution are to be excluded from items 1 through 8 and are to be reported instead in item 9.

3. Institutions that have adopted ASU 2016-13 and have reported held-to-maturity securities net of allowances for credit losses in item 2.a, column A, should report as a negative number in item 2.a, column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit-deteriorated assets.

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RC-51

Schedule RC-R—Continued

Part II—Continued

(Column K)

(Column L)

(Column M)

(Column N)

(Column O)

(Column P)

(Column Q)

(Column R)

(Column S)

Allocation by Risk-Weight Category

Application of Other Risk- Weighting Approaches (1)

Dollar Amounts in Thousands

250% Amount

300% Amount

400% Amount

600% Amount

625% Amount

937.5% Amount

1250% Amount

Exposure Amount Amount

Risk-Weighted Asset Amount Amount

Balance Sheet Asset

Categories (continued)

1. Cash and balances due from depository institutions

1.

2. Securities:

a. Held-to-maturity securities

2.a.

b. Available-for-sale debt securities and equity securities with readily determinable fair values not held for trading

RCON S405 0

RCON S406 0

RCON H271 0

RCON H272 0

2.b.

3. Federal funds sold and securities purchased under agreements to resell:

a. Federal funds sold

3.a.

b. Securities purchased under agreements to resell

3.b

4. Loans and leases held for sale:

a. Residential mortgage exposures

RCON H273 0

RCON H274 0

4.a.

b. High volatility commercial real estate exposures

RCON H275 0

RCON H276 0

4.b.

1. Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank-owned life insurance, and default fund contributions to central counterparties.

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RC-52

Schedule RC-R—Continued

Part II—Continued

(Column A) Totals From Schedule RC

(Column B) Adjustments to Totals Reported in Column A

(Column C)

(Column D)

(Column E)

(Column F)

(Column G)

(Column H)

(Column I)

(Column J)

Allocation by Risk-Weight Category

0%

2%

4%

10%

20%

50%

100%

150%

Dollar Amounts in Thousands

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

4. Loans and leases held for sale (continued):

c. Exposures past due 90 days or more or on nonaccrual (1)

RCON S423 0

RCON S424 0

RCON S425 0

RCON HJ78 0

RCON HJ79 0

RCON S426 0

RCON S427 0

RCON S428 0

RCON S429 0

4.c.

d. All other exposures

RCON S431 0

RCON S432 0

RCON S433 0

RCON HJ80 0

RCON HJ81 0

RCON S434 0

RCON S435 0

RCON S436 0

RCON S437 0

4.d.

5. Loans and leases held for investment: (2)

a. Residential mortgage exposures

RCON S439 2,420,000

RCON S440 0

RCON H178 5,000

RCON S441 0

RCON S442 2,291,000

RCON S443 124,000

5.a.

b. High volatility commercial real estate exposures

RCON S445 0

RCON S446 0

RCON H179 0

RCON H180 0

RCON H181 0

RCON H182 0

RCON S447 0

5.b.

c. Exposures past due 90 days or more or on nonaccrual (3)

RCON S449 0

RCON S450 0

RCON S451 0

RCON HJ82 0

RCON HJ83 0

RCON S452 0

RCON S453 0

RCON S454 0

RCON S455 0

5.c.

d. All other exposures

RCON S457 11,479,000

RCON S458 0

RCON S459 243,000

RCON HJ84 0

RCON HJ85 0

RCON S460 521,000

RCON S461 11,000

RCON S462 9,680,000

RCON S463 1,024,000

5.d.

6. LESS: Allowance for loan and lease losses (4)

RCON 3123 16,000

RCON 3123 16,000

6.

1. For loans and leases held for sale, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual.

2. Institutions that have adopted ASU 2016-13 should report as a positive number in column B of items 5.a through 5.d, as appropriate, any allowances for credit losses on purchased credit-deteriorated assets reported in column A of items 5.a through 5.d, as appropriate.

3. For loans and leases held for investment, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual.

4. Institutions that have adopted ASU 2016-13 should report the allowance for credit losses on loans and leases in item 6, columns A and B.

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RC-53

Schedule RC-R—Continued

Part II—Continued

(Column K)

(Column L)

(Column M)

(Column N)

(Column O)

(Column P)

(Column Q)

(Column R)

(Column S)

Allocation by Risk-Weight Category

Application of Other Risk- Weighting Approaches (1)

250%

300%

400%

600%

625%

937.5%

1250%

Exposure Amount

Risk-Weighted Asset Amount

Dollar Amounts in Thousands

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

4. Loans and leases held for sale (continued):

c. Exposures past due 90 days or more or on nonaccrual (2)

RCON H277 0

RCON H278 0

4.c.

d. All other exposures

RCON H279 0

RCON H280 0

4.d.

5. Loans and leases held for investment:

a. Residential mortgage exposures

RCON H281 0

RCON H282 0

5.a.

b. High volatility commercial real estate exposures

RCON H283 0

RCON H284 0

5.b.

c. Exposures past due 90 days or more or on nonaccrual (3)

RCON H285 0

RCON H286 0

5.c.

d. All other exposures

RCON H287 0

RCON H288 0

5.d.

6. LESS: Allowance for loan and lease losses

6.

1. Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank-owned life insurance, and default fund contributions to central counterparties.

2. For loans and leases held for sale, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual.

3. For loans and leases held for investment, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual.

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RC-54

Schedule RC-R—Continued

Part II—Continued

(Column A)

(Column B)

(Column C)

(Column D)

(Column E)

(Column F)

(Column G)

(Column H)

(Column I)

(Column J)

Totals From

Adjustments

Schedule

to Totals

Allocation by Risk-Weight Category

RC

Reported in

Column A

0%

2%

4%

10%

20%

50%

100%

150%

Dollar Amounts in Thousands

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

RCON D976

RCON S466

RCON D977

RCON HJ86

RCON HJ87

RCON D978

RCON D979

RCON D980

RCON S467

7. Trading assets

0

0

0

0

0

0

0

0

0 7.

RCON D981

RCON S469

RCON D982

RCON HJ88

RCON HJ89

RCON D983

RCON D984

RCON D985

RCON H185

8. All other assets (1, 2, 3)

2,256,000

591,000

97,000

0

0

100,000

3,000

1,156,000

8,000 8.

a. Separate account bank-owned life insurance

8.a.

b. Default fund contributions to central counterparties

8.b.

1. Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets.

2. Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should report as a positive number in item 8, column B, the applicable portion of the DTA transitional amount as determined in accordance with the 3-year or the 5-year 2020 CECL transitional amount, respectively.

3. Institutions that have adopted ASU 2016-13 and have reported any assets net of allowances for credit losses in item 8, column A, should report as a negative number in item 8, column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit-deteriorated assets.

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RC-55

Schedule RC-R—Continued

Part II—Continued

(Column K)

(Column L)

(Column M)

(Column N)

(Column O)

(Column P)

(Column Q)

(Column R)

(Column S)

Allocation by Risk-Weight Category

Application of Other Risk- Weighting Approaches (1)

250%

300%

400%

600%

625%

937.5%

1250%

Exposure Amount

Risk-Weighted Asset Amount

Dollar Amounts in Thousands

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

RCON H186

RCON H290

RCON H187

RCON H291

RCON H292

7. Trading assets

0

0

0

0

0

7.

RCON H293

RCON H188

RCON S470

RCON S471

RCON H294

RCON H295

8. All other assets (2)

301,000

0

0

0

0

0

8.

a. Separate account bank-owned life insurance

RCON H296

RCON H297

0

0

8.a.

b. Default fund contributions to central counterparties

RCON H298

RCON H299

0

0

8.b.

1. Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank-owned life insurance, and default fund contributions to central counterparties.

2. Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets.

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RC-56

Schedule RC-R—Continued

Part II—Continued

	(Column A) Totals		(Column B) Adjustments to Totals Reported in Column A		(Column Q)		(Column T)		(Column U)
					Allocation by Risk-Weight Category (Exposure Amount)		Total Risk-Weighted Asset Amount by Calculation Methodology
					1250%		SSFA (1)		Gross-Up
Dollar Amounts in Thousands	Amount		Amount		Amount		Amount		Amount
Securitization Exposures: On- and Off-Balance Sheet
9. On-balance sheet securitization exposures:		RCON S475		RCON S476		RCON S477		RCON S478		RCON S479
a. Held-to-maturity securities (2)		0		0		0		0			0     9.a.
		RCON S480		RCON S481		RCON S482		RCON S483		RCON S484
b. Available-for-sale securities		0		0		0		0			0     9.b.
		RCON S485		RCON S486		RCON S487		RCON S488		RCON S489
c. Trading assets		0		0		0		0			0     9.c
		RCON S490		RCON S491		RCON S492		RCON S493		RCON S494
d. All other on-balance sheet securitization exposures		0		0		0		0			0     9.d
		RCON S495		RCON S496		RCON S497		RCON S498		RCON S499
10. Off-balance sheet securitization exposures		0		0		0		0			0     10.

1. Simplified Supervisory Formula Approach.

2. Institutions that have adopted ASU 2016-13 and have reported held-to-maturity securities net of allowances for credit losses in item 9.a, column A, should report as a negative number in item 9.a, column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit-deteriorated assets.

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RC-57

Schedule RC-R—Continued

Part II—Continued

(Column A) Totals From Schedule RC

(Column B) Adjustments to Totals Reported in Column A

(Column C)

(Column D)

(Column E)

(Column F)

(Column G)

(Column H)

(Column I)

(Column J)

Allocation by Risk-Weight Category

0%

2%

4%

10%

20%

50%

100%

150%

Dollar Amounts in Thousands

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

11. Total balance sheet assets (1)

RCON 2170

RCON S500

RCON D987

RCON HJ90

RCON HJ91

RCON D988

RCON D989

RCON D990

RCON S503

40,976,000

6,492,000

19,208,000

0

0

672,000

2,305,000

10,966,000

1,032,000

11.

(Column K)

(Column L)

(Column M)

(Column N)

(Column O)

(Column P)

(Column Q)

(Column R)

Allocation by Risk-Weight Category

Application of Other Risk- Weighting Approaches

250%

300%

400%

600%

625%

937.5%

1250%

Exposure Amount

Dollar Amounts in Thousands

Amount

Amount

Amount

Amount

Amount

Amount

Amount

Amount

11. Total balance sheet assets (1)

RCON S504

RCON S505

RCON S506

RCON S507

RCON S510

RCON H300

301,000

0

0

0

0

0

11.

1. For each of columns A through R of item 11, report the sum of items 1 through 9. For item 11, the sum of columns B through R must equal column A. Item 11, column A, must equal Schedule RC, item 12.

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RC-58

Schedule RC-R—Continued

Part II—Continued

	(Column A) Face, Notional, or Other Amount				(Column B) Credit Equivalent Amount (2)		(Column C)		(Column D)		(Column E)		(Column F)	(Column G)		(Column H)		(Column I)		(Column J)
			CCF (1)				Allocation by Risk-Weight Category
							0%		2%		4%		10%	20%		50%		100%		150%
Dollar Amounts in Thousands	Amount				Amount		Amount		Amount		Amount		Amount	Amount		Amount		Amount		Amount
Derivatives, Off-Balance Sheet Items, and Other Items Subject to Risk Weighting (Excluding Securitization Exposures) (3)
12. Financial standby letters of credit		RCON D991				RCON D992		RCON D993		RCON HJ92		RCON HJ93			RCON D994		RCON D995		RCON D996		RCON S511
		503,000		1.0		503,000		8,000		0		0			46,000		0		449,000		0	12.
13. Performance standby letters of credit and transaction-related
		RCON D997				RCON D998		RCON D999							RCON G603		RCON G604		RCON G605		RCON S512
contingent items		46,000		0.5		23,000		0							1,000		0		22,000		0	13.
14. Commercial and similar letters of credit with an original maturity of one year or less		RCON G606				RCON G607		RCON G608		RCON HJ94		RCON HJ95			RCON G609		RCON G610		RCON G611		RCON S513
		0		0.2		0		0		0		0			0		0		0		0	14.
15. Retained recourse on small business obligations sold with recourse		RCON G612				RCON G613		RCON G614							RCON G615		RCON G616		RCON G617		RCON S514
		0		1.0		0		0							0		0		0		0	15.

1. Credit conversion factor.

2. Column A multiplied by credit conversion factor. For each of items 12 through 21, the sum of columns C through J plus column R must equal column B.

3. All derivatives and off-balance sheet items that are securitization exposures are to be excluded from items 12 through 21 and are to be reported instead in item 10.

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New York, NY 10019

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RC-59

Schedule RC-R—Continued

Part II—Continued

		(Column A) Face, Notional, or Other Amount				(Column B) Credit Equivalent Amount (2)		(Column C)		(Column D)		(Column E)		(Column F)		(Column G)		(Column H)		(Column I)		(Column J)
				CCF (1)				Allocation by Risk-Weight Category
								0%		2%		4%		10%		20%		50%		100%		150%
	Dollar Amounts in Thousands	Amount				Amount		Amount		Amount		Amount		Amount		Amount		Amount		Amount		Amount
16.	Repo-style		RCON S515				RCON S516		RCON S517		RCON S518		RCON S519				RCON S520		RCON S521		RCON S522		RCON S523
	transactions (3)		58,000		1.0		58,000		0		0		0				0		0		58,000		0	16.
17.	All other off-balance		RCON G618				RCON G619		RCON G620								RCON G621		RCON G622		RCON G623		RCON S524
	sheet liabilities		0		1.0		0		0								0		0		0		0	17.
18.	Unused commitments (exclude unused commitments to asset-backed commercial paper conduits):
	a. Original maturity of		RCON S525				RCON S526		RCON S527		RCON HJ96		RCON HJ97				RCON S528		RCON S529		RCON S530		RCON S531
	one year or less		15,000		0.2		3,000		0		0		0				0		0		3,000		0	18.a.
	b. Original maturity
	exceeding one		RCON G624				RCON G625		RCON G626		RCON HJ98		RCON HJ99				RCON G627		RCON G628		RCON G629		RCON S539
	year		1,828,000		0.5		914,000		89,000		0		0				110,000		67,000		648,000		0	18.b.
19.	Unconditionally
	cancelable		RCON S540				RCON S541
	commitments		0		0.0		0																	19.
20.	Over-the-counter						RCON S542		RCON S543		RCON HK00		RCON HK01		RCON S544		RCON S545		RCON S546		RCON S547		RCON S548
	derivatives						9,000		0		0		0		0		9,000		0		0		0	20.
21.	Centrally cleared						RCON S549		RCON S550		RCON S551		RCON S552				RCON S554		RCON S555		RCON S556		RCON S557
	derivatives						368,000		0		368,000		0				0		0		0		0	21.
22.	Unsettled transactions		RCON H191						RCON H193								RCON H194		RCON H195		RCON H196		RCON H197
	(failed trades) (4)		0						0								0		0		0		0	22.

1. Credit conversion factor.

2. For items 16 through 19, column A multiplied by credit conversion factor.

3. Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent.

4. For item 22, the sum of columns C through Q must equal column A.

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RC-60

Schedule RC-R—Continued

Part II—Continued

	(Column O)		(Column P)		(Column Q)		(Column R)		(Column S)
	Allocation by Risk-Weight Category						Application of Other Risk- Weighting Approaches (1)
	625%		937.5%		1250%		Credit Equivalent Amount		Risk-Weighted Asset Amount
Dollar Amounts in Thousands	Amount		Amount		Amount		Amount		Amount
16. Repo-style								RCON H301		RCON H302
transactions (2)								0		0	16.
17. All other off-balance sheet liabilities											17.
18. Unused commitments (exclude unused commitments to asset-backed commercial paper conduits):
a. Original maturity of								RCON H303		RCON H304
one year or less								0		0	18.a.
b. Original maturity								RCON H307		RCON H308
exceeding one year								0		0	18.b.
19. Unconditionally cancelable commitments											19.
20. Over-the-counter								RCON H309		RCON H310
derivatives								0		0	20.
21. Centrally cleared derivatives											21.
22. Unsettled transactions		RCON H198		RCON H199		RCON H200
(failed trades) (3)		0		0		0					22.

1. Includes, for example, exposures collateralized by securitization exposures or mutual funds.                

2. Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent.

3. For item 22, the sum of columns C through Q must equal column A.                

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RC-61

Schedule RC-R—Continued

Part II—Continued

	(Column C)			(Column D)			(Column E)			(Column F)			(Column G)			(Column H)			(Column I)			(Column J)
	Allocation by Risk-Weight Category
	0%			2%			4%			10%			20%			50%			100%			150%
Dollar Amounts in Thousands	Amount			Amount			Amount			Amount			Amount			Amount			Amount			Amount
23.Total assets, derivatives, off-balance sheet items, and other items subject to risk weighting by risk- weight category (for each of columns C through P, sum of items 11 through 22; for column Q, sum of items 10 through 22)		RCON G630			RCON S558			RCON S559			RCON S560			RCON G631			RCON G632			RCON G633			RCON S561
		19,305,000			368,000			0			0			838,000			2,372,000			12,146,000			1,032,000		23.
24.Risk-weight factor		X 0	%		X2	%		X4	%		X10	%		X20	%		X50	%		X100	%		X150	%	24.
25.Risk-weighted assets by risk-weight category (for each column, item 23 multiplied by item 24)		RCON G634			RCON S569			RCON S570			RCON S571			RCON G635			RCON G636			RCON G637			RCON S572
		0			7,000			0			0			168,000			1,186,000			12,146,000			1,548,000		25.

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RC-62

Schedule RC-R—Continued

Part II—Continued

	(Column K)			(Column L)			(Column M)			(Column N)			(Column O)			(Column P)			(Column Q)
	Allocation by Risk-Weight Category
	250%			300%			400%			600%			625%			937.5%			1250%
Dollar Amounts in Thousands	Amount			Amount			Amount			Amount			Amount			Amount			Amount
23. Total assets, derivatives, off-balance sheet items, and other items subject to risk weighting by risk- weight category (for each of columns C through P, sum of items 11 through 22; for column Q, sum of items 10 through 22)		RCON S562			RCON S563			RCON S564			RCON S565			RCON S566			RCON S567			RCON S568
		301,000			0			0			0			0			0			0		23.
24. Risk-weight factor		X250	%		X300	%		X400	%		X600	%		X625	%		X937.5	%		X1250	%	24.
25. Risk-weighted assets by risk-weight category (for each column, item 23 multiplied by item 24)		RCON S573			RCON S574			RCON S575			RCON S576			RCON S577			RCON S578			RCON S579
		753,000			0			0			0			0			0			0		25.

	Totals
Dollar Amounts in Thousands	RCON		Amount
26. Risk-weighted assets base for purposes of calculating the allowance for loan and lease losses 1.25 percent threshold (1)		S580		15,808,000	26.
27. Standardized market-risk weighted assets (applicable only to banks that are covered by the market risk capital rules)		S581		0	27.
28. Risk-weighted assets before deductions for excess allowance for loan and lease losses and allocated transfer risk reserve (2, 3)		B704		15,808,000	28.
29. LESS: Excess allowance for loan and lease losses (4, 5)		A222		0	29.
30. LESS: Allocated transfer risk reserve		3128		0	30.
31. Total risk-weighted assets (item 28 minus items 29 and 30)		G641		15,808,000	31.

1. For institutions that have adopted ASU 2016-13, the risk-weighted assets base reported in item 26 is for purposes of calculating the adjusted allowances for credit losses (AACL) 1.25 percent threshold.

2. Sum of items 2.b through 20, column S; items 9.a, 9.b, 9.c, 9.d, and 10, columns T and U; item 25, columns C through Q; and item 27 (if applicable).

3. For institutions that have adopted ASU 2016-13, the risk-weighted assets reported in item 28 represents the amount of risk-weighted assets before deductions for excess AACL and allocated transfer risk reserve.

4. Institutions that have adopted ASU 2016-13 should report the excess AACL.

5. Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should subtract the applicable portion of the AACL transitional amount or the modified AACL transitional amount, respectively, from the AACL, as defined in the regulatory capital rule, before determining the amount of excess AACL.

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DEUTSCHE BANK TRUST COMPANY AMERICAS

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New York, NY 10019

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RC-63

Schedule RC-R—Continued

Part II—Continued

Memoranda

Dollar Amounts in Thousands	RCON	Amount
1. Current credit exposure across all derivative contracts covered by the regulatory capital rules	G642		314,000	M.1.

With a remaining maturity of

(Column A) One year or less

(Column B) Over one year through five years

(Column C) Over five years

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

2. Notional principal amounts of over-the-counter derivative contracts:

a. Interest rate

S582

608,000

S583

426,000

S584

139,000

M.2.a.

b. Foreign exchange rate and gold

S585

0

S586

0

S587

0

M.2.b.

c. Credit (investment grade reference asset)

S588

0

S589

0

S590

0

M.2.c.

d. Credit (non-investment grade reference asset)

S591

0

S592

0

S593

0

M.2.d.

e. Equity

S594

0

S595

0

S596

0

M.2.e.

f. Precious metals (except gold)

S597

0

S598

0

S599

0

M.2.f.

g. Other

S600

0

S601

0

S602

0

M.2.g.

3. Notional principal amounts of centrally cleared derivative contracts:

a. Interest rate

S603

17,107,000

S604

7,540,000

S605

4,458,000

M.3.a.

b. Foreign exchange rate and gold

S606

0

S607

0

S608

0

M.3.b.

c. Credit (investment grade reference asset)

S609

0

S610

0

S611

0

M.3.c.

d. Credit (non-investment grade reference asset)

S612

0

S613

0

S614

0

M.3.d.

e. Equity

S615

0

S616

0

S617

0

M.3.e.

f. Precious metals (except gold)

S618

0

S619

0

S620

0

M.3.f.

g. Other

S621

0

S622

0

S623

0

M.3.g.

Dollar Amounts in Thousands	RCON		Amount
4. Amount of allowances for credit losses on purchased credit-deteriorated assets: (1)
a. Loans and leases held for investment		JJ30		0	M.4.a.
b. Held-to-maturity debt securities		JJ31		0	M.4.b.
c. Other financial assets measured at amortized cost		JJ32		0	M.4.c.

1. Memorandum items 4.a through 4.c should be completed only by institutions that have adopted ASU 2016-13.

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DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

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RC-64

Schedule RC-S—Servicing, Securitization, and Asset Sale Activities

	(Column A) 1–4 Family Residential Loans				(Column B to Column F) Not applicable		(Column G) All Other Loans, All Leases, and All Other Assets
Dollar Amounts in Thousands	RCON		Amount		RCON	Amount	RCON		Amount
Bank Securitization Activities
1. Outstanding principal balance of assets sold and securitized by the reporting bank with servicing retained or with recourse or other seller-provided credit enhancements		B705		0				B711		0	1.
2. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to structures reported in item 1		HU09		0				HU15		0	2.
3. Not applicable
4. Past due loan amounts included in item 1:
a. 30–89 days past due		B733		0				B739		0	4.a.
b. 90 days or more past due		B740		0				B746		0	4.b.
5. Charge-offs and recoveries on assets sold and securitized with servicing retained or with recourse or other seller-provided credit enhancements (calendar year-to-date):		RIAD						RIAD
a. Charge-offs		B747		0				B753		0	5.a.
b. Recoveries		B754		0				B760		0	5.b.
Item 6 is to be completed by banks with $10 billion or more in total assets. (1)
6. Total amount of ownership (or seller’s) interest carried as securities or loans								RCON
								HU19		0	6.
7. and 8. Not applicable
For Securitization Facilities Sponsored By or Otherwise Established By Other Institutions
9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting bank to other institutions’ securitization structures in the form of standby letters of credit, purchased subordinated securities, and other enhancements		RCON
		B776		0				B782		0	9.
Item 10 is to be completed by banks with $10 billion or more in total assets (1)
10. Reporting bank’s unused commitments to provide liquidity to other institutions’ securitization structures		B783		0				B789		0	10.
Bank Asset Sales
11. Assets sold with recourse or other seller-provided credit enhancements and not securitized by the reporting bank		B790		0				B796		0	11.
12. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to assets reported in item 11		B797		0				B803		0	12.

1. The $10 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

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RC-65

Schedule RC-S—Continued

Memoranda

Dollar Amounts in Thousands	RCON		Amount
1. Not applicable
2. Outstanding principal balance of assets serviced for others (includes participations serviced
for others):
a. Closed-end 1–4 family residential mortgages serviced with recourse or other servicer-provided credit enhancement		B804		0	M.2.a.
b. Closed-end 1–4 family residential mortgages serviced with no recourse or other servicer-provided credit enhancement		B805		0	M.2.b.
c. Other financial assets (includes home equity lines) (1)		A591		0	M.2.c.
d. 1–4 family residential mortgages serviced for others that are in process of foreclosure at quarter-end (includes closed-end and open-end loans)		F699		0	M.2.d.
Memorandum item 3 is to be completed by banks with $10 billion or more in total assets. (2)
3. Asset-backed commercial paper conduits:
a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of credit, subordinated securities, and other enhancements:
(1) Conduits sponsored by the bank, a bank affiliate, or the bank’s holding company		B806		0	M.3.a.(1)
(2) Conduits sponsored by other unrelated institutions		B807		0	M.3.a.(2)
b. Unused commitments to provide liquidity to conduit structures:
(1) Conduits sponsored by the bank, a bank affiliate, or the bank’s holding company		B808		0	M.3.b.(1)
(2) Conduits sponsored by other unrelated institutions		B809		0	M.3.b.(2)
4. Outstanding credit card fees and finance charges included in Schedule RC-S, item 1, column G (2), (3)		C407		0	M.4.

1. Memorandum item 2.c is to be completed if the principal balance of other financial assets serviced for others is more than $10 million.

2. The $10 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

3. Memorandum item 4 is to be completed by banks with $10 billion or more in total assets that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.

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RC-66

Schedule RC-T—Fiduciary and Related Services

	RCON		Yes		No
1. Does the institution have fiduciary powers? (If “NO,” do not complete Schedule RC-T.)		A345		x		1.
2. Does the institution exercise the fiduciary powers it has been granted?		A346		x		2.
3. Does the institution have any fiduciary or related activity (in the form of assets or accounts) to report in this schedule? (If “NO,” do not complete the rest of Schedule RC-T.)		B867		x		3.

If the answer to item 3 is “YES,” complete the applicable items of Schedule RC-T, as follows:

Institutions with total fiduciary assets (item 10, sum of columns A and B) greater than $250 million (as of the preceding December 31 report date) or with gross fiduciary and related services income greater than 10 percent of revenue (net interest income plus noninterest income) for the preceding calendar year must complete:

• Items 4 through 22 and Memorandum item 3 quarterly,

• Items 23 through 26 annually with the December report, and

• Memorandum items 1, 2, and 4 annually with the December report.

Institutions with total fiduciary assets (item 10, sum of columns A and B) less than or equal to $250 million (as of the preceding December 31 report date) that do not meet the fiduciary income test for quarterly reporting must complete:

• Items 4 through 13 annually with the December report, and

• Memorandum items 1 through 3 annually with the December report.

• Institutions with total fiduciary assets greater than $100 million but less than or equal to $250 million (as of the preceding December 31 report date) that do not meet the fiduciary income test for quarterly reporting must also complete Memorandum item 4 annually with the December report.

	(Column A) Managed Assets		(Column B) Non-Managed Assets		(Column C) Number of Managed Accounts		(Column D) Number of Non-Managed Accounts
Dollar Amounts in Thousands	Amount		Amount		Number		Number
Fiduciary and Related Assets		RCON B868		RCON B869		RCON B870		RCON B871
4. Personal trust and agency accounts		0		3,000		2		2	4.
5. Employee benefit and retirement-related trust and agency accounts:
a. Employee benefit—defined contribution		RCON B872		RCON B873		RCON B874		RCON B875
		2,000		0		1		0	5.a.
b. Employee benefit—defined benefit		RCON B876		RCON B877		RCON B878		RCON B879
		7,000		0		3		0	5.b.
c. Other employee benefit and retirement-related accounts		RCON B880		RCON B881		RCON B882		RCON B883
		99,000		0		134		1	5.c.
		RCON B884		RCON B885		RCON C001		RCON C002
6. Corporate trust and agency accounts		0		97,510,000		0		64,467	6.
7. Investment management and investment advisory agency accounts		RCON B886		RCON J253		RCON B888		RCON J254
		13,197,000		97,000		2,930		18	7.
8. Foundation and endowment trust and agency accounts		RCON J255		RCON J256		RCON J257		RCON J258
		606,000		7,000		42		4	8.
		RCON B890		RCON B891		RCON B892		RCON B893
9. Other fiduciary accounts		0		0		0		0	9.
10. Total fiduciary accounts (sum of items 4 through 9)		RCON B894		RCON B895		RCON B896		RCON B897
		13,911,000		97,617,000		3,112		64,492	10.

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RC-67

Schedule RC-T—Continued

		(Column A) Managed Assets		(Column B) Non-Managed Assets		(Column C) Number of Managed Accounts	(Column D) Number of Non-Managed Accounts
Dollar Amounts in Thousands		Amount		Amount		Number	Number
					RCON B898			RCON B899
11.	Custody and safekeeping accounts				25,248,000			3,696	11.
12.	Not applicable
13.	Individual Retirement Accounts, Health
	Savings Accounts, and other similar		RCON J259		RCON J260	RCON J261		RCON J262
	accounts (included in items 5.c and 11)		96,000		394,000	132		572	13.

Dollar Amounts in Thousands		RIAD		Amount
Fiduciary and Related Services Income
14.	Personal trust and agency accounts		B904	15,000	14.
15.	Employee benefit and retirement-related trust and agency accounts:
	a. Employee benefit—defined contribution		B905	0	15.a.
	b. Employee benefit—defined benefit		B906	0	15.b.
	c. Other employee benefit and retirement-related accounts		B907	0	15.c.
16.	Corporate trust and agency accounts		A479	142,000	16.
17.	Investment management and investment advisory agency accounts		J315	0	17.
18.	Foundation and endowment trust and agency accounts		J316	0	18.
19.	Other fiduciary accounts		A480	0	19.
20.	Custody and safekeeping accounts		B909	0	20.
21.	Other fiduciary and related services income		B910	12,000	21.
22.	Total gross fiduciary and related services income (sum of items 14 through 21) (must equal Schedule RI, item 5.a)		4070	169,000	22.
23.	Less: Expenses		C058	NA	23.
24.	Less: Net losses from fiduciary and related services		A488	NA	24.
25.	Plus: Intracompany income credits for fiduciary and related services		B911	NA	25.
26.	Net fiduciary and related services income		A491	NA	26.

Memoranda

(Column A) Personal Trust and Agency and Investment Management Agency Accounts

(Column B) Employee Benefit and Retirement-Related Trust and Agency Accounts

(Column C) All Other Accounts

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

1. Managed assets held in fiduciary accounts:

a. Noninterest-bearing deposits

J263

NA

J264

NA

J265

NA

M.1.a.

b. Interest-bearing deposits

J266

NA

J267

NA

J268

NA

M.1.b.

c. U.S. Treasury and U.S. Government agency obligations

J269

NA

J270

NA

J271

NA

M.1.c.

d. State, county, and municipal obligations

J272

NA

J273

NA

J274

NA

M.1.d.

e. Money market mutual funds

J275

NA

J276

NA

J277

NA

M.1.e.

f. Equity mutual funds

J278

NA

J279

NA

J280

NA

M.1.f.

g. Other mutual funds

J281

NA

J282

NA

J283

NA

M.1.g.

h. Common trust funds and collective investment funds

J284

NA

J285

NA

J286

NA

M.1.h.

i. Other short-term obligations

J287

NA

J288

NA

J289

NA

M.1.i.

j. Other notes and bonds

J290

NA

J291

NA

J292

NA

M.1.j.

k. Investments in unregistered funds and private equity investments

J293

NA

J294

NA

J295

NA

M.1.k.

06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 84 of 87

RC-68

Schedule RC-T—Continued

Memoranda—Continued

(Column A) Personal Trust and Agency and Investment Management Agency Accounts

(Column B) Employee Benefit and Retirement-Related Trust and Agency Accounts

(Column C) All Other Accounts

Dollar Amounts in Thousands

RCON

Amount

RCON

Amount

RCON

Amount

1. l. Other common and preferred stocks

J296

NA

J297

NA

J298

NA

M.1.l.

m. Real estate mortgages

J299

NA

J300

NA

J301

NA

M.1.m.

n. Real estate

J302

NA

J303

NA

J304

NA

M.1.n.

o. Miscellaneous assets

J305

NA

J306

NA

J307

NA

M.1.o.

p. Total managed assets held in fiduciary accounts (for each column, sum of Memorandum items 1.a through 1.o)

J308

NA

J309

NA

J310

NA

M.1.p.

	(Column A) Managed Assets				(Column B) Number of Managed Accounts
Dollar Amounts in Thousands	RCON		Amount		RCON		Number
1. q. Investments of managed fiduciary accounts in advised or sponsored mutual funds		J311		NA		J312		NA	M.1.q.

	(Column A) Number of Issues				(Column B) Principal Amount Outstanding
Dollar Amounts in Thousands	RCON		Number		Amount
2. Corporate trust and agency accounts:					RCON B928
a. Corporate and municipal trusteeships		B927		NA	NA	M.2.a.
					RCON J314
(1) Issues reported in Memorandum item 2.a that are in default		J313		NA	NA	M.2.a.(1)
b. Transfer agent, registrar, paying agent, and other corporate agency		B929		NA		M.2.b.

Memorandum items 3.a through 3.h are to be completed by banks with collective investment funds and common trust funds with a total market value of $1 billion or more as of the preceding December 31 report date.

Memorandum item 3.h only is to be completed by banks with collective investment funds and common trust funds with a total market value of less than $1 billion as of the preceding December 31 report date.

	(Column A) Number of Funds		(Column B) Market Value of Fund Assets
Dollar Amounts in Thousands	RCON	Number	RCON		Amount
3. Collective investment funds and common trust funds
a. Domestic equity	B931	3		B932		423,000	M.3.a.
b. International/Global equity	B933	1		B934		173,000	M.3.b.
c. Stock/Bond blend	B935	0		B936		0	M.3.c.
d. Taxable bond	B937	1		B938		104,000	M.3.d.
e. Municipal bond	B939	1		B940		236,000	M.3.e.
f. Short-term investments/Money market	B941	0		B942		0	M.3.f.
g. Specialty/Other	B943	0		B944		0	M.3.g.
h. Total collective investment funds (sum of Memorandum items 3.a through 3.g)	B945	6		B946		936,000	M.3.h.

06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 85 of 87

RC-69

Schedule RC-T—Continued

Memoranda—Continued

(Column A) Gross Losses Managed Accounts

(Column B) Gross Losses Non-Managed Accounts

(Column C) Recoveries

Dollar Amounts in Thousands

RIAD

Amount

RIAD

Amount

RIAD

Amount

4. Fiduciary settlements, surcharges, and other losses:

a. Personal trust and agency accounts

B947

NA

B948

NA

B949

NA

M.4.a.

b. Employee benefit and retirement-related trust and agency accounts

B950

NA

B951

NA

B952

NA

M.4.b.

c. Investment management and investment advisory agency accounts

B953

NA

B954

NA

B955

NA

M.4.c.

d. Other fiduciary accounts and related services

B956

NA

B957

NA

B958

NA

M.4.d.

e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal Schedule RC-T, item 24)

B959

NA

B960

NA

B961

NA

M.4.e.

Person to whom questions about Schedule RC-T—Fiduciary and Related Services should be directed:

Scott Iacono, Director

Name and Title (TEXT B962)

Scott.Iacono@db.com

E-mail Address (TEXT B926)

212-250-8948

Area Code / Phone Number / Extension (TEXT B963)

212-797-0541

Area Code / FAX Number (TEXT B964)

06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 86 of 87

RC-70

Schedule RC-V—Variable Interest Entities ⁽¹⁾

	(Column A) Securitization Vehicles				(Column B) Other VIEs
Dollar Amounts in Thousands	RCON		Amount		RCON		Amount
1. Assets of consolidated variable interest entities (VIEs) that can be used only to settle obligations of the consolidated VIEs:
a. Cash and balances due from depository institutions		J981		0		JF84		0	1.a.
b. Securities not held for trading		HU20		0		HU21		0	1.b.
c. Loans and leases held for investment, net of allowance, and held for sale		HU22		0		HU23		0	1.c.
d. Other real estate owned		K009		0		JF89		0	1.d.
e. Other assets		JF91		0		JF90		0	1.e.
2. Liabilities of consolidated VIEs for which creditors do not have recourse to the general credit of the reporting bank:
a. Other borrowed money		JF92		0		JF85		0	2.a.
b. Other liabilities		JF93		0		JF86		0	2.b.
3. All other assets of consolidated VIEs (not included in items 1.a through 1.e above)		K030		0		JF87		0	3.
4. All other liabilities of consolidated VIEs (not included in items 2.a and 2.b above)		K033		0		JF88		0	4.

Dollar Amounts in Thousands	RCON	Amount
5. Total assets of asset-backed commercial paper (ABCP) conduit VIEs	JF77		0	5.
6. Total liabilities of ABCP conduit VIEs	JF78		0	6.

1. Institutions that have adopted ASU 2016-13 should report assets net of any applicable allowance for credit losses.

06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 87 of 87

RC-71

Optional Narrative Statement Concerning the Amounts

Reported in the Consolidated Reports of Condition and Income

The management of the reporting bank may, if it wishes, submit a brief narrative statement on the amounts reported in the Consolidated Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in the Consolidated Reports of Condition and Income, in response to any request for individual bank report data. However, the information reported in Schedule RI-E, item 2.g; Schedule RC-C, Part I, Memorandum items 17.a and 17.b; Schedule RC-O, Memorandum items 6 through 9, 14, 15, and 18; and Schedule RC-P, items 7.a and 7.b, is regarded as confidential and will not be made available to the public on an individual institution basis. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IDENTIFIED ABOVE, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the “No comment” box below and should make no entries of any kind in the space provided for the narrative statement; i.e., DO NOT enter in this space such phrases as “No statement,” “Not applicable,” “N/A,” “No comment,” and “None.”

The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed

750 characters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank’s statement both on agency computerized records and in computer-file releases to the public.

All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statement’s accuracy.

If, subsequent to the original submission, material changes are submitted for the data reported in the Consolidated Reports of Condition and Income, the existing narrative statement will be deleted from the files, and from disclosure; the bank, at its option, may replace it with a statement appropriate to the amended data.

The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of statements exceeding the 750-character limit described above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK.

	RCON		Yes	No
Comments?		6979			x

BANK MANAGEMENT STATEMENT (please type or print clearly; 750 character limit):

(TEXT 6980)

06/2012

EX-99.1

Exhibit 99.1

PETRÓLEOS MEXICANOS

Offer to Exchange Securities

which have been

registered under the Securities Act of 1933, as amended, and which are

jointly and severally guaranteed by

Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística

and their respective successors and assignees,

for any and all of its corresponding outstanding securities

CUSIP Nos. of Old Securities	ISIN Nos. of Old Securities	Old Securities of Petróleos Mexicanos	Corresponding New Securities of Petróleos Mexicanos, which have been registered under the Securities Act
71654QDJ8 (Rule 144A)	US71654QDJ85 (Rule 144A)
		U.S. $1,984,688,669 of 8.750% Notes due 2029	Up to U.S. $1,984,688,669 of 8.750% Notes due 2029
P7S08VCA7 (Reg. S)	USP7S08VCA70 (Reg. S)
71654QDK5 (Accredited Investor)	US71654QDK8 (Accredited Investor)

Pursuant to the Prospectus dated                 , 2022

To: Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

Upon and subject to the terms and conditions set forth in the prospectus, dated                 , 2022 (the “Prospectus”), Petróleos Mexicanos (the “Issuer”), a productive state-owned company of the Federal Government of the United Mexican States, and Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística and their respective successors and assignees (collectively, the “Guarantors”), are making an offer to exchange (the “Exchange Offer”) registered 8.750% Notes due 2029 (the “New Securities”) for any and all outstanding 8.750% Notes due 2029 (the “Old Securities”) of the Issuer. The Exchange Offer is being made in order to satisfy certain of the Issuer’s obligations under the Exchange and Registration Rights Agreement referred to in the Prospectus.

We are requesting that you contact your clients for whom you hold any Old Securities regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Securities registered in your name or in the name of your nominee, or who hold any Old Securities registered in their own names, we are enclosing multiple sets of the following documents:

1. Prospectus dated                 , 2022;

2. A form letter that may be sent to your clients for whose account you hold any Old Securities registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on                 , 2022 (the “Expiration Date”), unless extended by the Issuer. Any Old Securities tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date, unless previously accepted by the Issuer.

Tenders of any Old Securities for exchange pursuant to the Exchange Offer may be made only by book-entry transfer of the Old Securities to the account established by the Exchange Agent referred to below at the book-entry transfer facility maintained by The Depository Trust Company (“DTC”), together with a computer generated message, transmitted by means of DTC’s Automated Tender Offer Program system and received by the Exchange Agent, in which the tendering holder agrees to be bound by the terms and conditions of the Exchange Offer as set forth in the Prospectus.

Additional copies of the enclosed materials may be obtained from Deutsche Bank Trust Company Americas, as Exchange Agent, c/o DB Services Americas, Inc., Attention: Reorg Department, 5022 Gate Parkway, Suite 200, Jacksonville, Florida 32256, Telephone: (877) 843-9767.

2

EX-99.2

Exhibit 99.2

PETRÓLEOS MEXICANOS

Offer to Exchange Securities

which have been

registered under the Securities Act of 1933, as amended, and which are

jointly and severally guaranteed by

Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística

and their respective successors and assignees,

for any and all of its corresponding outstanding securities

CUSIP Nos. of Old Securities	ISIN Nos. of Old Securities	Old Securities of Petróleos Mexicanos	Corresponding New Securities of Petróleos Mexicanos, which have been registered under the Securities Act
71654QDJ8 (Rule 144A)	US71654QDJ85 (Rule 144A)
		U.S. $1,984,688,669 of 8.750% Notes due 2029	Up to U.S. $1,984,688,669 of 8.750% Notes due 2029
P7S08VCA7 (Reg. S)	USP7S08VCA70 (Reg. S)
71654QDK5 (Accredited Investor)	US71654QDK8 (Accredited Investor)

To Our Clients:

Enclosed for your consideration is a prospectus of Petróleos Mexicanos (the “Issuer”), a productive state-owned company of the Federal Government of the United Mexican States, and Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística and their respective successors and assignees (collectively, the “Guarantors”), dated                 , 2022 (the “Prospectus”), relating to the offer to exchange (the “Exchange Offer”) registered 8.750% Notes due 2029 (the “New Securities”) for any and all outstanding 8.750% Notes due 2029 (the “Old Securities”) of the Issuer, upon the terms and subject to the conditions described in the Prospectus. The Exchange Offer is being made in order to satisfy certain of the Issuer’s obligations under the Exchange and Registration Rights Agreement referred to in the Prospectus.

The material is being forwarded to you as the beneficial owner of the Old Securities carried by us in your account but not registered in your name. A tender of such Old Securities may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf any Old Securities held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus. We also request that you confirm that we may, on your behalf, make the representations and warranties contained in the Prospectus in the section captioned “The Exchange Offer—Holders’ Deemed Representations, Warranties and Undertakings.”

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Securities on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on                 , 2022 (the “Expiration Date”), unless extended by the Issuer. The Old Securities tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date, unless previously accepted by the Issuer.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Old Securities.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer—Conditions to the Exchange Offer.”

3. Any transfer taxes incident to the transfer of Old Securities from the holder to the Issuer will be paid by the Issuer, except as otherwise provided in the Prospectus in the section captioned “The Exchange Offer—Transfer Taxes.”

4. The Exchange Offer expires at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Issuer.

If you wish to have us tender any of your Old Securities, please so instruct us by completing, executing and returning to us the instruction set forth below.

Instructions with Respect to the Exchange Offer

The undersigned acknowledge(s) receipt of your letter enclosing the Prospectus, dated                 , 2022, of Petróleos Mexicanos, a productive state-owned company of the Federal Government of the United Mexican States.

This will instruct you to tender the principal amount of Old Securities indicated below held by you for the account of the undersigned, pursuant to the terms and conditions set forth in the Prospectus. (Check one).

Box 1 ☐ Please tender the Old Securities held by you for my account. If I do not wish to tender all of the Old Securities held by you for my account, I have identified on a signed schedule attached hereto the principal amount of Old Securities that I do not wish tendered.

Box 2 ☐ Please do not tender any Old Securities held by you for my account.

Date:
	Signature
	Please print name(s) here
	Area Code and Telephone No.

Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all Old Securities.

2

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

FORM F-4

(Form Type)

PETRÓLEOS MEXICANOS

(Exact name of Issuer as specified in its charter)

MEXICAN PETROLEUM

(Translation of registrant’s name into English)

	Security  Type	Security Class Title	Fee Calculation  Rule	Amount Registered	Proposed Maximum  Offering Price Per Unit(1)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Newly Registered Securities
Feeds to Be Paid	Debt	8.750% Notes due 2029	457(o)	U.S. $1,984,688,669	100%	U.S. $1,984,688,669	$92.70 per $1,000,000	U.S. $183,980.64
Feeds to Be Paid	Other	Guarantees of 8.750% due 2029	457(n)	U.S. $1,984,688,669	—	—	—	None(2)
Carry Forward Securities
Carry Forward Securities	—	—	—	—	—	—	—	—
	Total Offering Amounts				—	—	—	$1,984,688,669
	Total Fees Previously Paid				—	—	—	—
	Total Fee Offsets				—	—	—	—
	Net Fee Due				—	—	—	$183,980.64

(1) The securities being registered are offered (i) in exchange for 8.750% Notes due 2029, previously placed in transactions exempt from registration under the Securities Act of 1933 and (ii) upon certain resales of the securities by broker-dealers. The registration fee has been calculated on the basis of the maximum aggregate offering price of the securities, solely for the purpose of calculating the amount of the registration fee, pursuant to Rule 457(o) under the Securities Act of 1933 (as amended, the “Securities Act”).

(2) Pursuant to Rule 457(n) of the Securities Act, no separate fee is payable with respect to the guaranties.