UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2016
Commission File Number 0-99
PETRÓLEOS MEXICANOS
(Exact name of registrant as specified in its charter)
MEXICAN PETROLEUM
(Translation of registrant’s name into English)
United Mexican States
(Jurisdiction of incorporation or organization)
Avenida Marina Nacional No. 329
Colonia Verónica Anzures
11300 Ciudad de México
México
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)
Yes ☐ No ☒
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
The following unaudited consolidating information should be read in conjunction with the annual report on Form 20-F of Petróleos Mexicanos for the fiscal year ended December 31, 2015 as filed with the U.S. Securities and Exchange Commission (referred to as the SEC) on May 16, 2016 (referred to as the Form 20-F), with the audited consolidated financial statements of PEMEX included in Item 18 of the Form 20-F and with the unaudited condensed consolidated interim financial statements of PEMEX included in the report on Form 6-K of Petróleos Mexicanos as furnished to the SEC on September 13, 2016. In this document, “PEMEX” refers to Petróleos Mexicanos, the following seven operating subsidiaries—Pemex Exploración y Producción (Pemex Exploration and Production), Pemex Transformación Industrial (Pemex Industrial Transformation), Pemex Perforación y Servicios (Pemex Drilling and Services), Pemex Logística (Pemex Logistics), Pemex Cogeneración y Servicios (Pemex Cogeneration and Services), Pemex Fertilizantes (Pemex Fertilizers) and Pemex Etileno (Pemex Ethylene) (referred to collectively as the Subsidiary Entities), and the Subsidiary Companies listed in Note 4 to the 2015 audited consolidated financial statements included in the Form 20-F (referred to as the Subsidiary Companies). Petróleos Mexicanos hereby designates this report on Form 6-K as being incorporated by reference into the Offering Circular dated January 25, 2016, relating to its U.S. $62,000,000,000 Medium-Term Notes Program, Series C, due 1 Year or More from Date of Issue. Figures in this report are stated in thousands, except as noted.
SUBSIDIARY GUARANTOR INFORMATION
The following unaudited consolidating information presents unaudited condensed consolidating statements of financial position at June 30, 2016 and December 31, 2015 and unaudited condensed consolidating statements of comprehensive income and cash flows for the six-month periods ended June 30, 2016 and 2015, of Petróleos Mexicanos, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries (as defined below).
These unaudited condensed consolidating statements were prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board, with one exception: for the purposes of the presentation of the subsidiary guarantor information, the Subsidiary Entities and Subsidiary Companies have been accounted for as investments under the equity method by Petróleos Mexicanos. Earnings of subsidiaries are therefore reflected in Petróleos Mexicanos’ investment account and earnings. The principal elimination entries eliminate Petróleos Mexicanos’ investment in subsidiaries and inter-company balances and transactions. Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services (collectively, the “Subsidiary Guarantors”) and Pemex Ethylene and Pemex Fertilizers are 100%-owned subsidiaries of Petróleos Mexicanos. Pemex Ethylene, Pemex Fertilizers, Pemex Finance, Ltd. and the Subsidiary Companies collectively comprise the non-guarantor subsidiaries (the “Non-Guarantor Subsidiaries”). The guaranties by the Subsidiary Guarantors of Petróleos Mexicanos’ payment obligations under this indebtedness are full and unconditional and joint and several.
The Pemex Project Funding Master Trust (the “Master Trust”), which was a trust formed for the purpose of financing PEMEX’s projects, was dissolved effective December 20, 2011 and is no longer consolidated in the financial statements of PEMEX as of December 31, 2011 and thereafter.
The following table sets forth, as of June 30, 2016, the principal amount outstanding of the registered debt securities originally issued by the Master Trust. As noted above, Petróleos Mexicanos has assumed, as primary obligor, all of the obligations of the Master Trust under these debt securities. The obligations of Petróleos Mexicanos are guaranteed by the Subsidiary Guarantors:
Table 1: Registered Debt Securities originally issued by the Master Trust and Assumed by Petróleos Mexicanos
| | | | | | | | |
Security | | Primary obligor | | Guarantors | | Principal amount outstanding (U.S. $) | |
5.75% Guaranteed Notes due 2018 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 2,483,988 | |
6.625% Guaranteed Bonds due 2035 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 1,750,000 | |
6.625% Guaranteed Bonds due 2038 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 491,175 | |
2
| | | | | | | | |
8.625% Bonds due 2022 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 160,245 | |
8.625% Guaranteed Bonds due 2023 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 106,507 | |
9 1⁄4% Guaranteed Bonds due 2018 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 107,109 | |
9.50% Guaranteed Bonds due 2027 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 219,217 | |
The following table sets forth, as of June 30, 2016, the principal amount outstanding of the registered debt securities issued by Petróleos Mexicanos, and guaranteed by Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services.
Table 2: Registered Debt Securities originally issued by Petróleos Mexicanos
| | | | | | | | |
Security | | Primary obligor | | Guarantors | | Principal amount outstanding (U.S. $) | |
8.00% Notes due 2019 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 1,999,369 | |
9 1⁄4% Global Guaranteed Bonds due 2018 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 9,296 | |
9.50% Global Guaranteed Bonds due 2027 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 102,149 | |
3.500% Notes due 2018 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 999,590 | |
Floating Rate Notes due 2018 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 498,570 | |
6.000% Notes due 2020 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 995,364 | |
5.50% Notes due 2021 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 2,961,947 | |
3.500% Notes due 2023 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 2,099,730 | |
4.875% Notes due 2024 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 1,499,136 | |
6.625% Notes due 2035 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 998,500 | |
3
| | | | | | | | |
6.500% Bonds due 2041 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 3,000,000 | |
4.875% Bonds 2022 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 2,097,055 | |
5.50% Bonds due 2044 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 4,249,855 | |
3.125% Notes due 2019 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 497,278 | |
6.375% Bonds due 2045 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 2,999,980 | |
3.500% Notes due 2020 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 1,454,967 | |
4.250% Notes due 2025 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 997,333 | |
4.500% Notes due 2026 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 1,486,725 | |
5.625% Bonds due 2046 | | Petróleos Mexicanos | | Pemex Exploration and Production, Pemex Industrial Transformation, Pemex Drilling and Services, Pemex Logistics and Pemex Cogeneration and Services | | | 2,992,861 | |
Petróleos Mexicanos is the only PEMEX entity that had debt securities registered with the SEC outstanding as of June 30, 2016 and as of the date of this report, and all guaranteed debt is issued by Petróleos Mexicanos. The guaranties of the Subsidiary Guarantors are full and unconditional and joint and several. PEMEX’s management has not presented separate financial statements for the Subsidiary Guarantors, because it has determined that such information is not material to investors.
4
UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
UNAUDITED STATEMENT OF FINANCIAL POSITION
As of June 30, 2016
| | | | | | | | | | | | | | | | | | | | |
| | Petróleos Mexicanos | | | Subsidiary guarantors | | | Non-guarantor subsidiaries | | | Eliminations | | | PEMEX consolidated | |
Assets | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | Ps. | 112,531,684 | | | Ps. | 6,646,666 | | | Ps. | 67,132,680 | | | Ps. | — | | | Ps. | 186,311,030 | |
Accounts receivable and other, net, and derivative financial instruments | | | 9,880,032 | | | | 102,947,274 | | | | 54,026,809 | | | | — | | | | 166,854,115 | |
Accounts receivable—inter-company | | | 349,697,902 | | | | 1,416,980,186 | | | | 161,544,268 | | | | (1,928,222,356 | ) | | | — | |
Inventories | | | 443,039 | | | | 33,233,892 | | | | 15,307,010 | | | | — | | | | 48,983,941 | |
Held-for-sale non-financial assets | | | — | | | | 39,879,185 | | | | — | | | | — | | | | 39,879,185 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 472,552,657 | | | | 1,599,687,203 | | | | 298,010,767 | | | | (1,928,222,356 | ) | | | 442,028,271 | |
| | | | | |
Available-for-sale financial assets | | | — | | | | — | | | | 5,164,605 | | | | — | | | | 5,164,605 | |
Long-term receivables—intercompany | | | 1,498,731,079 | | | | 302 | | | | 6,289,348 | | | | (1,505,020,729 | ) | | | — | |
Permanent investments in associates | | | (366,540,009 | ) | | | 8,389,715 | | | | 16,475,998 | | | | 366,553,023 | | | | 24,878,727 | |
Wells, pipelines, properties, plant and equipment-net | | | 11,334,101 | | | | 1,378,383,415 | | | | 65,334,698 | | | | — | | | | 1,455,052,214 | |
Deferred taxes | | | 52,971,924 | | | | 888,366 | | | | 521,775 | | | | — | | | | 54,382,065 | |
Restricted cash | | | — | | | | 8,806,187 | | | | 1,067,197 | | | | — | | | | 9,873,384 | |
Intangible assets | | | — | | | | 4,626,674 | | | | — | | | | — | | | | 4,626,674 | |
Other assets | | | 51,780,736 | | | | 2,725,126 | | | | 5,021,361 | | | | — | | | | 59,527,223 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total assets | | Ps. | 1,720,830,488 | | | Ps. | 3,003,506,988 | | | Ps. | 397,885,749 | | | Ps. | (3,066,690,062 | ) | | Ps. | 2,055,533,163 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | |
Current portion of long-term debt | | Ps. | 238,323,716 | | | Ps. | 6,464,201 | | | Ps. | 16,661,768 | | | Ps. | — | | | Ps. | 261,449,685 | |
Accounts payable—inter-company | | | 1,106,386,929 | | | | 647,359,738 | | | | 166,050,113 | | | | (1,919,796,780 | ) | | | — | |
Other current liabilities | | | 26,948,020 | | | | 209,916,388 | | | | 33,439,155 | | | | — | | | | 270,303,563 | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 1,371,658,665 | | | | 863,740,327 | | | | 216,151,036 | | | | (1,919,796,780 | ) | | | 531,753,248 | |
| | | | | |
Long-term debt | | | 1,495,818,076 | | | | 32,272,308 | | | | 30,125,513 | | | | — | | | | 1,558,215,897 | |
Long-term payables—inter-company | | | — | | | | 1,505,483,715 | | | | 7,962,588 | | | | (1,513,446,303 | ) | | | — | |
Employee benefits, provisions for sundry creditors, other liabilities and deferred taxes | | | 295,894,022 | | | | 1,095,047,324 | | | | 16,822,757 | | | | — | | | | 1,407,764,103 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total liabilities | | | 3,163,370,763 | | | | 3,496,543,674 | | | | 271,061,894 | | | | (3,433,243,083 | ) | | | 3,497,733,248 | |
Equity (deficit), net | | | (1,442,540,275 | ) | | | (493,036,686 | ) | | | 126,823,855 | | | | 366,553,021 | | | | (1,442,200,085 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total liabilities and equity | | Ps. | 1,720,830,488 | | | Ps. | 3,003,506,988 | | | Ps. | 397,885,749 | | | Ps. | (3,066,690,062 | ) | | Ps. | 2,055,533,163 | |
| | | | | | | | | | | | | | | | | | | | |
5
UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
UNAUDITED STATEMENT OF FINANCIAL POSITION
As of December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
| | Petróleos Mexicanos | | | Subsidiary guarantors | | | Non-guarantor subsidiaries | | | Eliminations | | | PEMEX consolidated | |
Assets | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | Ps. | 58,461,012 | | | Ps. | 6,630,670 | | | Ps. | 44,277,198 | | | Ps. | — | | | Ps. | 109,368,880 | |
Accounts receivable and other, net, and derivative financial instruments | | | 37,238,854 | | | | (34,341,755 | ) | | | 77,949,828 | | | | — | | | | 80,846,927 | |
Accounts receivable—inter-company | | | 125,742,649 | | | | 900,153,311 | | | | 137,229,202 | | | | (1,163,125,162 | ) | | | — | |
Inventories | | | 530,271 | | | | 31,959,005 | | | | 11,281,652 | | | | — | | | | 43,770,928 | |
Held-for-sale non-financial assets | | | — | | | | 33,213,762 | | | | — | | | | — | | | | 33,213,762 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 221,972,786 | | | | 937,614,993 | | | | 270,737,880 | | | | (1,163,125,162 | ) | | | 267,200,497 | |
| | | | | |
Available-for-sale financial assets | | | — | | | | — | | | | 3,944,696 | | | | — | | | | 3,944,696 | |
Long-term receivables—inter-company | | | 1,274,568,094 | | | | 313 | | | | 6,061,687 | | | | (1,280,630,094 | ) | | | — | |
Permanent investments in associates | | | (246,924,369 | ) | | | 7,607,632 | | | | 16,544,953 | | | | 246,937,383 | | | | 24,165,599 | |
Wells, pipelines, properties, plant and equipment-net | | | 11,810,768 | | | | 1,280,347,602 | | | | 52,325,261 | | | | — | | | | 1,344,483,631 | |
Deferred taxes | | | 52,242,786 | | | | 2,168,657 | | | | 488,941 | | | | — | | | | 54,900,384 | |
Restricted cash | | | — | | | | 8,010,298 | | | | 1,236,474 | | | | — | | | | 9,246,772 | |
Intangible assets | | | — | | | | 14,304,961 | | | | — | | | | — | | | | 14,304,961 | |
Other assets | | | 51,559,054 | | | | 2,528,699 | | | | 3,319,906 | | | | — | | | | 57,407,660 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total assets | | Ps. | 1,365,229,120 | | | Ps. | 2,252,583,155 | | | Ps. | 354,659,798 | | | Ps. | (2,196,817,873 | ) | | Ps. | 1,775,654,200 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | |
Current portion of long-term debt | | Ps. | 183,985,562 | | | Ps. | 5,933,027 | | | Ps. | 2,590,079 | | | Ps. | — | | | Ps. | 192,508,668 | |
Accounts payable—inter-company | | | 915,533,239 | | | | 162,455,837 | | | | 76,784,232 | | | | (1,154,773,308 | ) | | | — | |
Other current liabilities | | | 35,189,773 | | | | 195,646,938 | | | | 20,062,342 | | | | — | | | | 250,899,053 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 1,134,708,574 | | | | 364,035,802 | | | | 99,436,653 | | | | (1,154,773,308 | ) | | | 443,407,721 | |
| | | | | |
Total current liabilities | | | | | | | | | | | | | | | | | | | | |
Long-term debt | | | 1,271,921,360 | | | | 11,589,261 | | | | 17,362,546 | | | | — | | | | 1,300,873,167 | |
Long-term payables—inter-company | | | — | | | | 1,281,683,849 | | | | 7,298,100 | | | | (1,288,981,949 | ) | | | — | |
Employee benefits, provisions for sundry creditors, other liabilities and deferred taxes | | | 290,528,362 | | | | 944,461,253 | | | | 128,059,595 | | | | — | | | | 1,363,049,210 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total liabilities | | | 2,697,158,296 | | | | 2,601,770,165 | | | | 252,156,894 | | | | (2,443,755,257 | ) | | | 3,107,330,098 | |
Equity (deficit), net | | | (1,331,929,176 | ) | | | (349,187,010 | ) | | | 102,502,904 | | | | 246,937,384 | | | | (1,331,675,898 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total liabilities and equity | | Ps. | 1,365,229,120 | | | Ps. | 2,252,583,155 | | | Ps. | 354,659,798 | | | Ps. | (2,196,817,873 | ) | | Ps. | 1,775,654,200 | |
| | | | | | | | | | | | | | | | | | | | |
6
UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
For the period ended June 30, 2016
| | | | | | | | | | | | | | | | | | | | |
| | Petróleos Mexicanos | | | Subsidiary guarantors | | | Non-guarantor subsidiaries | | | Eliminations | | | PEMEX consolidated | |
| | | | | |
Net sales | | Ps. | — | | | Ps. | 623,380,847 | | | Ps. | 347,794,499 | | | Ps. | (497,557,248 | ) | | Ps. | 473,618,098 | |
Services income | | | 30,858,071 | | | | 34,460,090 | | | | 4,053,087 | | | | (62,290,831 | ) | | | 7,080,417 | |
| | | | | | | | | | | | | | | | | | | | |
Total sales revenues | | | 30,858,071 | | | | 657,840,937 | | | | 351,847,586 | | | | (559,848,079 | ) | | | 480,698,515 | |
Impairment of wells, pipelines, properties, plant and equipment | | | — | | | | (97,747,868 | ) | | | (1,276,509 | ) | | | — | | | | (99,024,377 | ) |
Cost of sales | | | 705,959 | | | | 567,509,146 | | | | 334,205,462 | | | | (546,467,395 | ) | | | 355,953,172 | |
| | | | | | | | | | | | | | | | | | | | |
Gross income | | | 30,152,112 | | | | 188,079,659 | | | | 18,918,633 | | | | (13,380,684 | ) | | | 223,769,720 | |
| | | | | |
Other (expenses) revenues, net | | | (273,433 | ) | | | 4,712,844 | | | | 5,708,694 | | | | (10,453,094 | ) | | | (304,989 | ) |
| | | | | |
General expenses: | | | | | | | | | | | | | | | | | | | | |
Transportation, distribution and sale expenses | | | — | | | | 14,001,091 | | | | 663,988 | | | | (1,441,788 | ) | | | 13,223,291 | |
Administrative expenses | | | 26,510,012 | | | | 48,980,780 | | | | 2,345,483 | | | | (22,779,606 | ) | | | 55,056,669 | |
| | | | | | | | | | | | | | | | | | | | |
Total general expenses | | | 26,510,012 | | | | 62,981,871 | | | | 3,009,471 | | | | (24,221,394 | ) | | | 68,279,960 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | | 3,368,667 | | | | 129,810,632 | | | | 21,617,856 | | | | 387,616 | | | | 155,184,771 | |
| | | | | |
Financing income | | | 53,522,852 | | | | 25,018,777 | | | | 1,637,874 | | | | (75,950,034 | ) | | | 4,229,469 | |
Financing cost | | | (65,718,557 | ) | | | (51,265,372 | ) | | | (1,753,979 | ) | | | 75,591,302 | | | | (43,146,606 | ) |
Derivative financial instruments (cost) income, net | | | (807,658 | ) | | | 2,325 | | | | (1,190,046 | ) | | | — | | | | (1,995,379 | ) |
Exchange loss, net | | | (10,420,423 | ) | | | (114,723,301 | ) | | | (815,214 | ) | | | — | | | | (125,958,938 | ) |
(Loss) profit sharing in associates | | | (126,239,104 | ) | | | 435,499 | | | | (1,146,662 | ) | | | 126,239,105 | | | | (711,162 | ) |
| | | | | | | | | | | | | | | | | | | | |
(Loss) income before taxes, duties and other | | | (146,294,223 | ) | | | (10,721,440 | ) | | | 18,349,829 | | | | 126,267,989 | | | | (12,397,845 | ) |
Total taxes, duties and other | | | (729,138 | ) | | | 129,878,686 | | | | 3,931,280 | | | | — | | | | 133,080,828 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net (loss) income for the period | | | (145,565,085 | ) | | | (140,600,126 | ) | | | 14,418,549 | | | | 126,267,989 | | | | (145,478,673 | ) |
Total other comprehensive result | | | — | | | | — | | | | 8,454,486 | | | | — | | | | 8,454,486 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total comprehensive result for the period | | Ps. | (145,565,085 | ) | | Ps. | (140,600,126 | ) | | Ps. | 22,873,035 | | | Ps. | 126,267,989 | | | Ps. | (137,024,187 | ) |
| | | | | | | | | | | | | | | | | | | | |
7
UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
For the period ended June 30, 2015
| | | | | | | | | | | | | | | | | | | | |
| | Petróleos Mexicanos | | | Subsidiary guarantors | | | Non-guarantor subsidiaries | | | Eliminations | | | PEMEX consolidated | |
| | | | | |
Net sales | | Ps. | 9,361 | | | Ps. | 758,145,921 | | | Ps. | 412,068,386 | | | Ps. | (588,746,063 | ) | | Ps. | 581,477,605 | |
Services income | | | 32,560,007 | | | | 3,477,816 | | | | 3,891,684 | | | | (33,044,231 | ) | | | 6,885,276 | |
| | | | | | | | | | | | | | | | | | | | |
Total sales revenues | | | 32,569,368 | | | | 761,623,737 | | | | 415,960,070 | | | | (621,790,294 | ) | | | 588,362,881 | |
Impairment of wells, pipelines, properties, plant and equipment | | | — | | | | (3,013,120 | ) | | | — | | | | — | | | | (3,013,120 | ) |
Cost of sales | | | 1,421,698 | | | | 609,459,452 | | | | 400,046,493 | | | | (594,836,945 | ) | | | 416,090,698 | |
| | | | | | | | | | | | | | | | | | | | |
Gross income | | | 31,147,670 | | | | 155,177,405 | | | | 15,913,577 | | | | (26,953,349 | ) | | | 175,285,303 | |
| | | | | |
Other (expenses) revenues, net | | | 118,587 | | | | 1,619,609 | | | | 1,071,505 | | | | (492,850 | ) | | | 2,316,851 | |
| | | | | |
General expenses: | | | | | | | | | | | | | | | | | | | | |
Transportation, distribution and sale expenses | | | — | | | | 18,875,202 | | | | 887,371 | | | | (2,011,730 | ) | | | 17,750,843 | |
Administrative expenses | | | 28,970,554 | | | | 44,857,383 | | | | 9,098,306 | | | | (25,433,676 | ) | | | 57,492,567 | |
| | | | | | | | | | | | | | | | | | | | |
Total general expenses | | | 28,970,554 | | | | 63,732,585 | | | | 9,985,677 | | | | (27,445,406 | ) | | | 75,243,410 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | | 2,295,703 | | | | 93,064,429 | | | | 6,999,405 | | | | (793 | ) | | | 102,358,744 | |
| | | | | |
Financing income | | | 53,553,328 | | | | 9,349,829 | | | | 1,831,256 | | | | (61,677,747 | ) | | | 3,056,666 | |
Financing cost | | | (41,417,219 | ) | | | (49,671,799 | ) | | | (1,587,335 | ) | | | 61,685,306 | | | | (30,991,047 | ) |
Derivative financial instruments (cost) income, net | | | (13,490,338 | ) | | | 2,670 | | | | (1,379,374 | ) | | | — | | | | (14,867,042 | ) |
Exchange loss, net | | | (5,212,844 | ) | | | (39,978,461 | ) | | | (152,651 | ) | | | — | | | | (45,343,956 | ) |
(Loss) profit sharing in associates | | | (180,346,420 | ) | | | (82,034 | ) | | | 1,289,477 | | | | 180,346,421 | | | | 1,207,444 | |
| | | | | | | | | | | | | | | | | | | | |
(Loss) income before taxes, duties and other | | | (184,617,790 | ) | | | 12,684,634 | | | | 7,000,778 | | | | 180,353,187 | | | | 15,420,809 | |
Total taxes, duties and other | | | 439,577 | | | | 196,146,321 | | | | 4,011,267 | | | | — | | | | 200,597,165 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net (loss) income for the period | | | (185,057,367 | ) | | | (183,461,687 | ) | | | 2,989,511 | | | | 180,353,187 | | | | (185,176,356 | ) |
Total other comprehensive result | | | — | | | | — | | | | 4,454,357 | | | | — | | | | 4,454,357 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total comprehensive result for the period | | Ps. | (185,057,367 | ) | | Ps. | (183,461,687 | ) | | Ps. | 7,443,868 | | | Ps. | 180,353,187 | | | Ps. | (180,721,999 | ) |
| | | | | | | | | | | | | | | | | | | | |
8
UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
UNAUDITED STATEMENT OF CASH FLOWS
For the period ended June 30, 2016
| | | | | | | | | | | | | | | | | | | | |
| | Petróleos Mexicanos | | | Subsidiary guarantors | | | Non-guarantor subsidiaries | | | Eliminations | | | PEMEX consolidated | |
| | | | | |
Operating activities: | | | | | | | | | | | | | | | | | | | | |
Net (loss) income for the year | | Ps. | (145,565,083 | ) | | Ps. | (140,600,126 | ) | | Ps. | 14,361,022 | | | Ps. | 126,325,514 | | | Ps. | (145,478,673 | ) |
Adjustments to reconcile net loss to cash provided by operating activities: | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 422,536 | | | | 62,147,164 | | | | 1,350,886 | | | | — | | | | 63,920,586 | |
Impairment of wells, pipelines, properties, plant and equipment | | | — | | | | (97,747,868 | ) | | | (1,276,509 | ) | | | — | | | | (99,024,377 | ) |
Unsuccessful wells | | | — | | | | 11,260,426 | | | | — | | | | — | | | | 11,260,426 | |
Disposal of wells, pipelines, properties, plant and equipment | | | 318,675 | | | | 746,951 | | | | 519,730 | | | | — | | | | 1,585,356 | |
Profit (loss) sharing in associates | | | 126,239,104 | | | | (435,500 | ) | | | 1,146,662 | | | | (126,239,104 | ) | | | 711,162 | |
(Gains) from business aquisition | | | — | | | | — | | | | (5,578,658 | ) | | | — | | | | (5,578,658 | ) |
Dividends | | | — | | | | — | | | | (128,051 | ) | | | — | | | | (128,051 | ) |
Effects of net present value of reserve for well abandonment | | | — | | | | 1,129,200 | | | | — | | | | — | | | | 1,129,200 | |
Amortization expenses related to debt issuance | | | (1,362,242 | ) | | | — | | | | — | | | | — | | | | (1,362,242 | ) |
Unrealized foreign exchange loss | | | 118,786,447 | | | | 1,732,429 | | | | 2,242,127 | | | | — | | | | 122,761,003 | |
Interest expense | | | 40,433,528 | | | | 1,990,573 | | | | 722,505 | | | | — | | | | 43,146,606 | |
| | | | | |
Funds provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | |
Accounts receivable, accounts payable and derivative financial instruments | | | 18,507,862 | | | | (123,444,144 | ) | | | 39,440,694 | | | | — | | | | (65,495,588 | ) |
Inventories | | | 87,232 | | | | (1,274,886 | ) | | | (3,350,653 | ) | | | — | | | | (4,538,307 | ) |
Other assets | | | (221,682 | ) | | | (512,683 | ) | | | (742,232 | ) | | | — | | | | (1,476,597 | ) |
Employee benefits | | | 5,245,729 | | | | 144,390,987 | | | | (117,303,100 | ) | | | — | | | | 32,333,616 | |
Inter-company charges and deductions | | | (221,454,846 | ) | | | (31,922,962 | ) | | | 64,809,553 | | | | 188,568,255 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Cash flows provided by operating activities | | | (58,562,740 | ) | | | (172,540,439 | ) | | | (3,786,024 | ) | | | 188,654,665 | | | | (46,234,538 | ) |
| | | | | |
Investing activities: | | | | | | | | | | | | | | | | | | | | |
Acquisition of wells, pipelines, properties, plant and equipment | | | (264,544 | ) | | | (64,585,095 | ) | | | 5,876,749 | | | | — | | | | (58,972,890 | ) |
Business aquisitions | | | — | | | | — | | | | (3,908,781 | ) | | | — | | | | (3,908,781 | ) |
Exploration costs | | | — | | | | (1,265,879 | ) | | | — | | | | — | | | | (1,265,879 | ) |
(Increase) decrease due to Inter-company investing | | | (35,809,701 | ) | | | — | | | | — | | | | 35,809,701 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Cash flows used in investing activities | | | (36,074,245 | ) | | | (65,850,974 | ) | | | 1,967,968 | | | | 35,809,701 | | | | (64,147,550 | ) |
| | | | | |
Financing activities: | | | | | | | | | | | | | | | | | | | | |
Increase in equity of subsidiary entities | | | 26,500,000 | | | | — | | | | — | | | | — | | | | 26,500,000 | |
Loans obtained from financial institutions | | | 243,011,524 | | | | 21,771,767 | | | | 109,141,289 | | | | — | | | | 373,924,580 | |
Debt payments, principal only | | | (86,260,319 | ) | | | (2,273,538 | ) | | | (92,389,784 | ) | | | — | | | | (180,923,641 | ) |
Interest paid | | | (36,374,067 | ) | | | (2,007,011 | ) | | | (696,018 | ) | | | — | | | | (39,077,096 | ) |
Inter-company increase (decrease) financing | | | — | | | | 223,799,866 | | | | 664,500 | | | | (224,464,366 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Cash flows provided by financing activities: | | | 146,877,138 | | | | 241,291,084 | | | | 16,719,987 | | | | (224,464,366 | ) | | | 180,423,843 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net (decrease) increase in cash and cash equivalents | | | 52,240,153 | | | | 2,899,671 | | | | 14,901,931 | | | | — | | | | 70,041,755 | |
Effects of change in cash value | | | 1,830,519 | | | | (2,883,675 | ) | | | 7,953,551 | | | | — | | | | 6,900,395 | |
Cash and cash equivalents at the beginning of the year | | | 58,461,012 | | | | 6,630,670 | | | | 44,277,198 | | | | — | | | | 109,368,880 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Cash and cash equivalents at the end of the period | | Ps. | 112,531,684 | | | Ps. | 6,646,666 | | | Ps. | 67,132,680 | | | Ps. | — | | | Ps. | 186,311,030 | |
| | | | | | | | | | | | | | | | | | | | |
9
UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
UNAUDITED STATEMENT OF CASH FLOWS
For the period ended June 30, 2015
| | | | | | | | | | | | | | | | | | | | |
| | Petróleos Mexicanos | | | Subsidiary guarantors | | | Non-guarantor subsidiaries | | | Eliminations | | | PEMEX consolidated | |
| | | | | |
Operating activities: | | | | | | | | | | | | | | | | | | | | |
Net (loss) income for the year | | Ps. | (185,050,599 | ) | | Ps. | (183,461,688 | ) | | Ps. | 3,115,268 | | | Ps. | 180,220,663 | | | Ps. | (185,176,356 | ) |
Adjustments to reconcile net loss to cash provided by operating activities: | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 373,655 | | | | 75,744,604 | | | | 1,534,141 | | | | — | | | | 77,652,400 | |
| | | | | |
Impairment of wells, pipelines, properties, plant and equipment | | | — | | | | (3,013,120 | ) | | | — | | | | — | | | | (3,013,120 | ) |
Unsuccessful wells | | | — | | | | 9,517,273 | | | | — | | | | — | | | | 9,517,273 | |
Disposal of wells, pipelines, properties, plant and equipment | | | 85,163 | | | | 3,638,706 | | | | 346,051 | | | | — | | | | 4,069,920 | |
Profit (loss) sharing in associates | | | 180,346,419 | | | | 82,034 | | | | (1,289,477 | ) | | | (180,346,420 | ) | | | (1,207,444 | ) |
Dividends | | | — | | | | — | | | | (171,451 | ) | | | — | | | | (171,451 | ) |
Effects of net present value of reserve for well abandonment | | | — | | | | 611,130 | | | | — | | | | — | | | | 611,130 | |
Amortization expenses related to debt issuance | | | (2,095,916 | ) | | | — | | | | — | | | | — | | | | (2,095,916 | ) |
Unrealized foreign exchange loss | | | 45,668,343 | | | | 1,081,716 | | | | 1,935,803 | | | | — | | | | 48,685,862 | |
Interest expense | | | 27,954,003 | | | | 1,472,253 | | | | 386,210 | | | | — | | | | 29,812,466 | |
| | | | | |
Funds provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | |
Accounts receivable, accounts payable and derivative financial instruments | | | 19,152,759 | | | | (85,847,958 | ) | | | 6,066,377 | | | | — | | | | (60,628,822 | ) |
Inventories | | | 89,320 | | | | 9,190,592 | | | | (5,442,299 | ) | | | — | | | | 3,837,613 | |
Other assets | | | 134,614 | | | | (5,461,660 | ) | | | (586,821 | ) | | | — | | | | (5,913,867 | ) |
Employee benefits | | | 9,001,748 | | | | 29,830,252 | | | | 4,282,290 | | | | — | | | | 43,114,290 | |
Inter-company charges and deductions | | | (224,063,594 | ) | | | 94,368,655 | | | | (4,778,516 | ) | | | 134,473,455 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Cash flows provided by operating activities | | | (128,404,085 | ) | | | (52,247,211 | ) | | | 5,397,576 | | | | 134,347,698 | | | | (40,906,022 | ) |
| | | | | |
Investing activities: | | | | | | | | | | | | | | | | | | | | |
Acquisition of wells, pipelines, properties, plant and equipment | | | (303,043 | ) | | | (96,691,804 | ) | | | (3,330,475 | ) | | | — | | | | (100,325,322 | ) |
Exploration costs | | | — | | | | (2,276,346 | ) | | | — | | | | — | | | | (2,276,346 | ) |
Investments in associates | | | — | | | | — | | | | (30,768 | ) | | | — | | | | (30,768 | ) |
(Increase) decrease due to Inter-company investing | | | (18,582,653 | ) | | | — | | | | — | | | | 18,582,653 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Cash flows used in investing activities | | | (18,885,696 | ) | | | (98,968,150 | ) | | | (3,361,243 | ) | | | 18,582,653 | | | | (102,632,436 | ) |
| | | | | |
Financing activities: | | | | | | | | | | | | | | | | | | | | |
Increase in equity of subsidiary entities | | | 10,000,000 | | | | — | | | | — | | | | — | | | | 10,000,000 | |
Loans obtained from financial institutions | | | 227,569,902 | | | | — | | | | 778,380 | | | | — | | | | 228,348,282 | |
Debt payments, principal only | | | (85,009,192 | ) | | | (3,268,234 | ) | | | (9,545,670 | ) | | | — | | | | (97,823,096 | ) |
Interest paid | | | (24,982,915 | ) | | | (1,472,835 | ) | | | (517,132 | ) | | | — | | | | (26,972,882 | ) |
Inter-company increase (decrease) financing | | | (3,626,448 | ) | | | 156,226,957 | | | | 329,842 | | | | (152,930,351 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Cash flows provided by financing activities: | | | 123,951,347 | | | | 151,485,888 | | | | (8,954,580 | ) | | | (152,930,351 | ) | | | 113,552,304 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net (decrease) increase in cash and cash equivalents | | | (23,338,434 | ) | | | 270,527 | | | | (6,918,247 | ) | | | — | | | | (29,986,154 | ) |
Effects of change in cash value | | | (16,333 | ) | | | — | | | | 3,272,841 | | | | — | | | | 3,256,508 | |
Cash and cash equivalents at the beginning of the year | | | 73,002,640 | | | | 5,407,420 | | | | 39,578,468 | | | | — | | | | 117,988,528 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Cash and cash equivalents at the end of the period | | Ps. | 49,647,873 | | | Ps. | 5,677,947 | | | Ps. | 35,933,062 | | | Ps. | — | | | Ps. | 91,258,882 | |
| | | | | | | | | | | | | | | | | | | | |
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
Petróleos Mexicanos |
| |
By: | | /s/ CARLOS CARAVEO SÁNCHEZ |
| | Carlos Caraveo Sánchez |
| | Associate Managing Director of Finance |
Date: November 30, 2016
FORWARD-LOOKING STATEMENTS
This report 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, petrochemicals and transportation, storage and distribution of petroleum, natural gas and oil products; |
| • | | activities relating to our lines of business, including the generation of electricity; |
| • | | projected and targeted capital expenditures and other costs, commitments and revenues; |
| • | | liquidity and sources of funding, including our ability to continue operating as a going concern; |
| • | | 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:
| • | | changes in international crude oil and natural gas prices; |
| • | | effects on us from competition, including on our ability to hire and retain skilled personnel; |
| • | | 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 the reserves that we obtain successfully; |
| • | | 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; |
| • | | developments affecting the energy sector; and |
| • | | changes in our legal regime or regulatory environment, including tax and environmental regulations. |
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.
11