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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**FORM 20-F**

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

**for the fiscal year endedDecember 31, 2010**

**Commission File Number 0-99**

**PETRÓLEOS MEXICANOS**

**(Exact name of registrant as specified in its charter)**

 

 

**
 
**

**Avenida Marina Nacional No. 329 Colonia Petróleos Mexicanos 11311 México D.F., México**

**(Address of principal executive offices)**

**Celina Torres Uribe**

**(5255) 1944 9700**

**ri@pemex.com**

**Avenida Marina Nacional No. 329**

**Torre Ejecutiva Piso 38 Colonia Petróleos Mexicanos**

**11311México D.F., México**

**(Name, telephone, e-mail and/or facsimile number and address of companycontact person)**

 

**
 
**

**Securities registered or to be registered pursuant to Section 12(b) of the Act. None**

**Securities registered or to be registered pursuant to Section 12(g) of the Act. None**

**Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.**

**Title of Each Class**

9.50% Global Guaranteed Bonds due 2027 9 1/4% Global Guaranteed Bonds due 2018 8.00% Notes due 2011 8.625% Bonds due 2022 7.375% Notes due 2014 5.75% Notes due 2015 5.75% Guaranteed Notes due 2018 9 1/4% Guaranteed Bonds due 2018 8.625% Guaranteed Bonds due 2023 9.50%Guaranteed Bonds due 2027 6.625% Guaranteed Bonds due 2035 6.625% Guaranteed Bonds due 2038 8.00% Guaranteed Notes due 2019 

4.875% Notes due 2015 

6.000% Notes due 2020 

5.50% Notes due 2021 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ****

**Yes  ** ̈******    No  **x********

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934. ****

**Yes  ** ̈******    No  **x********

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ****

**Yes  **x******    No  ** ̈********

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act, (Check one): 

Indicate by check mark which basis of accounting the registrant has used to prepare the financialstatements included in this filing: ****

If “Other” has been checked in response to the previous question, indicate by check mark whichfinancial statement item the registrant has elected to follow. ****

**Item 17  ** ̈******    Item 18  **x********

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

**Yes  ** ̈******    No  **x********

 

 

 

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**TABLE OF CONTENTS**

 

Item 1.
  Identity of Directors, Senior Management and Advisers   4  
Item 2.
  Offer Statistics and Expected Timetable   4  
Item 3.
  Key Information   4  
Item 4.
  Information on the Company   12  
Item 4A.
  Unresolved Staff Comments   106  
Item 5.
  Operating and Financial Review and Prospects   106  
Item 6.
  Directors, Senior Management and Employees   139  
Item 7.
  Major Shareholders and Related Party Transactions   167  
Item 8.
  Financial Information   168  
Item 9.
  The Offer and Listing   178  
Item 10.
  Additional Information   178  
Item 11.
  Quantitative and Qualitative Disclosures About Market Risk   187  
Item 12.
  Description of Securities Other than Equity Securities   193  
Item 13.
  Defaults, Dividend Arrearages and Delinquencies   194  
Item 14.
  Material Modifications to the Rights of Security Holders and Use of Proceeds   194  
Item 15.
  Controls and Procedures   194  
Item 16A.
  Audit Committee Financial Expert   195  
Item 16B.
  Code of Ethics   195  
Item 16C.
  Principal Accountant Fees and Services   195  
Item 16D.
  Exemptions from the Listing Standards for Audit Committees   197  
Item 16E.
  Purchases of Equity Securities by the Issuer and Affiliated Purchasers   197  
Item 16F.
  Change in Registrant’s Certifying Accountant   197  
Item 16G.
  Corporate Governance   197  
Item 17.
  Financial Statements   198  
Item 18.
  Financial Statements   198  
Item 19.
  Exhibits   198  
 
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Petróleos Mexicanos and its four subsidiary entities, *Pemex-Exploración yProducción* (Pemex-Exploration and Production), *Pemex-Refinación* (Pemex-Refining), *Pemex-Gas y Petroquímica Básica* (Pemex-Gas and Basic Petrochemicals) and *Pemex-Petroquímica*(Pemex-Petrochemicals and together with Pemex-Exploration and Production, Pemex-Refining and Pemex-Gas and Basic Petrochemicals, collectively referred to as the subsidiary entities), comprise the state oil and gas company of the United MexicanStates, which we refer to as Mexico. Each of Petróleos Mexicanos and the subsidiary entities is a decentralized public entity of the Federal Government of Mexico, which we refer to as the Mexican Government, and is a legal entity empowered toown property and carry on business in its own name. In addition, a number of subsidiary companies that are defined in Note 2 and listed in Note 3(b) to our consolidated financial statements incorporated in Item 18, including the PemexProject Funding Master Trust (which we refer to as the Master Trust) and *Fideicomiso Irrevocable de Administración No. F/163* (which we refer to as Fideicomiso F/163) (which are described below under “Item 5—Operating andFinancial Review and Prospects—Liquidity and Capital Resources—Commitments for Capital Expenditures and Sources of Funding”), are incorporated into the consolidated financial statements; these subsidiary companies are also identifiedwith the corresponding ownership percentages in “—Consolidated Structure of PEMEX” on page 3. Petróleos Mexicanos, the subsidiary entities and the subsidiary companies are collectively referred to as “PEMEX” or“we.” 

References herein to “U.S. $,” “$,” “U.S. dollars” or “dollars”are to United States dollars. References herein to “pesos” or “Ps.” are to the legal currency of Mexico. References herein to “euros” or “€” are to the legal currency of the European Economic and MonetaryUnion. References herein to “pounds” or “£” are to the legal currency of the United Kingdom. References herein to “Swiss Francs” or “CHF” are to the legal currency of the Swiss Confederation. Referencesherein to “Japanese yen” or “¥” are to the legal currency of Japan. The term “billion” as used herein means one thousand million. 

We maintain our consolidated financial statements and accounting records in pesos. Unless otherwise indicated, we have translated all peso amounts to U.S. dollars in this Form 20-F, including allconvenience translations of our consolidated financial statements included herein, at an exchange rate of Ps. 12.3571 = U.S. $1.00, which is the exchange rate that*Secretaría de Hacienda y Crédito Público*(Ministry of Finance and Public Credit, or the SHCP) instructed us to use on December 31, 2010. You should not construe these translations from pesos into dollars as actually representing such U.S. dollar amounts or meaning that you couldconvert such amounts into U.S. dollars at the rates indicated. The peso has depreciated substantially in relation to the U.S. dollar since the end of 1994, when the Mexican Government allowed the peso to float freely against the U.S. dollar and theMexican Government established a broad economic reform program in response to these and other events. Due to the volatility of the peso/dollar exchange rate, the exchange rate on any date subsequent to the date hereof could be materially differentfrom the rate indicated above. See “Item 3—Key Information—Exchange Rates” for information regarding the rates of exchange between pesos and U.S. dollars. 

**FORWARD-LOOKING STATEMENTS**

This Form 20-F 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 thataddress, among other things, our: 

 
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drilling and other exploration activities; 

 
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import and export activities; 

 
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projected and targeted capital expenditures and other costs, commitments and revenues; and 

 
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liquidity. 

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

 
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changes in international crude oil and natural gas prices; 

 
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effects on us from competition; 

 
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limitations on our access to sources of financing on competitive terms; 

 
 • 
significant developments in the global economy; 

 
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significant economic or political developments in Mexico; 

 
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developments affecting the energy sector; and 

 
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changes in our regulatory environment. 

Accordingly, you should not place undue reliance on these forward-looking statements. In any event, these statements speak only as of their dates, and we undertake no obligation to update or revise any ofthem, whether as a result of new information, future events or otherwise. 

For a discussion of important factors that couldcause actual results to differ materially from those contained in any forward-looking statement, you should see “Item 3—Key Information—Risk Factors.” 

**PRESENTATION OF INFORMATION CONCERNING RESERVES**

The estimates ofMexico’s proved reserves of crude oil and natural gas for the five years ended December 31, 2010 included in this annual report have been calculated according to the technical definitions required by the U.S. Securities and ExchangeCommission, or SEC. Although DeGolyer and MacNaughton, Netherland, Sewell International, S. de R.L. de C.V. and Ryder Scott Company, L.P. conducted reserves audits of our estimates of the proved hydrocarbon reserves of Mexico as of December 31,2010 or January 1, 2011, as applicable, all reserves estimates involve some degree of uncertainty. See “Item 3—Key Information—Risk Factors—Risk Factors Related to the Relationship between PEMEX and the MexicanGovernment—The Mexican nation, not PEMEX, owns the hydrocarbon reserves in Mexico” and “—Information on Mexico’s hydrocarbon reserves is based on estimates, which are uncertain and subject to revision” for a descriptionof the risks relating to reserves and reserves estimates. 

 
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**CONSOLIDATED STRUCTURE OF PEMEX**