SecProbe.io

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 August 6, 2025

Mar a del Carmen Bonilla Rodr guez
Deputy Undersecretary for Public Credit
United Mexican States
Insurgentes Sur 1971
Torre III, Piso 7
Colonia Guadalupe Inn
M xico, Ciudad de M xico 01020

 Re: United Mexican States
 Draft Registration Statement under Schedule B
 Submitted July 11, 2025
 CIK No. 0000101368
 _
 Form 18-K for fiscal year ended December 31, 2024
 Filed June 20, 2025, amended July 2, 2025 and July 22, 2025
 File No. 333-03610
Dear Mar a del Carmen Bonilla Rodr guez:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Form 18-K for Fiscal Year Ended December 31, 2024, Exhibit 99.D
Principal Sectors of the Economy
PEMEX, page D-78

1. We note your disclosure on page D-79 that, In 2024, the Government
contributed
 approximately Ps. 156.5 billion to PEMEX ... The PEMEX 2025 budget
contemplates
 a financial balance of Ps. 248.7 billion, including a capital
contribution from the
 August 6, 2025
Page 2

 Mexican Government of Ps. 136.2 billion for debt amortization. Please
disclose the
 total amount of capital contribution budgeted from the Mexican Government
to
 PEMEX in 2025.
2. We note your disclosure that, Effective as of March 19, 2025 ... PEMEX
was
 transformed from a productive state-owned company into a state-owned
public
 company. For more information, See Recent Developments ... Electric
Power.
 Please provide more information on the differences between the two legal
structures
 and the reasons for the change in ownership structure. Please include,
for example,
 information on any changes in being subject to bankruptcy protection
under Mexican
 law.
3. We note your disclosure on page D-79 that the Government has further
supported the
 measure outlined in the Program ... through various tax and credit
deferrals. The
 disclosure also indicates that, since 2019, there has been a reduction in
Profit-Sharing
 Duty with reduced percentages. In addition, it states that, The new
tax regime ... is
 expected to generate savings of Ps. 50.0 billion ... Either in this
section or the
 Revenues section on page D-134, and to the extent material, please
discuss and
 quantify the impact of the tax and credit deferrals upon Mexico s
budgetary revenues
 within a reasonable time period.
Performance, page D-80

4. We note your disclosure that, Recent Information regarding the
financial condition of
 PEMEX can be found in the annual report furnished by PEMEX to the SEC on
Form
 20-F on April 29, 2025 ... We also note the highlighted disclosures
under the
 subheading Performance on page D-80. Given the significance of
PEMEX s
 operations and financial condition on Mexico s budget, revenues and
expenses, please
 include a discussion and analysis of PEMEX s financial condition and
results of
 operations in Mexico s Form 18-K. This discussion should include an
analysis of the
 PEMEX s ability to generate and obtain adequate amounts of cash to meet
its
 requirements and, to the extent appliable, please identify any known
trends that are
 reasonably likely to result in PEMEX's liquidity increasing or decreasing
in a material
 way.
Revenues and Expenditures
Budgetary Revenues, page D-134

5. In the narrative to Table No. 63 Public Sector Budgetary Revenues,
please describe
 the amount of tax revenue received from PEMEX.
Government Agencies and Enterprises
Table 66 - Principal Government Parastatal Agencies, State-Owned Public
Companies and
Enterprises at December 32, 2024, page D-143

6. We note the column for Total Assets. Please include a column for total
liabilities of
 the listed entities.
7. We note the column Contribution or Expense to Primary Balance and the
footnote to
 that column, Surplus after Government transfers, less interest
payments. Please
 describe in the narrative to the table how the U.S. $8,155.8 million was
calculated.
 August 6, 2025
Page 3

 For example, please reconcile with the public sector budgetary
expenditures for
 PEMEX in Table No. 65 and the public sector budgetary revenues in Table
No. 63 or
 advise.
Public Debt, page D-144

8. Please confirm that PEMEX s external public debt is not included in the
tables in this
 section and, if not, please advise why it is omitted. We note that Table
No. 68 Gross
 and Net Internal Debt of the Public Sector includes gross debt of PEMEX.
We further
 note the disclosure in Table No. 65 Public Sector Budgetary
Expenditures includes a
 separate line item for interest for PEMEX as a budgetary expenditure.
Form 18-K/A filed on July 22, 2025
Exhibit 99-1, page E-1

9. To the extent material, please disclose the amount of contributions paid
by the
 Mexican Government to PEMEX in the first quarter or longer period in 2025
and
 explain the reasons for the contribution. If this amount differs from the
amount
 budgeted by the Mexican Government to contribute to PEMEX in 2025, please
 explain.
10. Please revise or advise to describe the Luxembourg special purpose
vehicle (SPV) in
 more detail. For example, please describe the type of organization and
whether the
 Mexican Government, or through the Ministry of Finance and Public Credit,
will hold
 all of the equity ownership of the SPV. Please describe if the Mexican
Government
 will also manage the SPV and, if not, please explain. In addition, if
applicable, please
 describe whether the SPV will have any other purpose other than to issue
pre-
 capitalized securities (P-Caps) and purchase eligible assets such as U.S.
Treasuries
 and related securities and Mexico s notes 2030 upon the occurrence of
certain events.

11. We note that the Mexican Government is executing the offering of P-Caps
that are
 redeemable by the SPV for cash in 2030. Please briefly disclose the how
the
 redemption price for the P-Caps will be determined in 2030. Please also
disclose the
 terms of the P-Caps such as any interim interest or return to investors
and whether the
 P-Caps are redeemable at the option of the investors. In addition, please
describe the
 offering of the securities such as when it occurred, the amount of
securities sold, the
 amount of proceeds raised, and the class of persons to whom the
securities were sold.
12. We note that concurrently with the issuance of the P-Caps, Mexico will
enter into a
 facility agreement with SPV pursuant to which the Eligible Assets will be
delivered to
 PEMEX under a lending agreement. We also note that under the Facility
Agreement,
 Mexico must transfer all principal and interest payments on the Eligible
Assets to
 SPV or return the Eligible Assets to SPV. Please explain how this term is
consistent
 with title to the Eligible Assets passing from the SPV to PEMEX which
will then
 transfer the Eligible Assets and title to certain banks pursuant to
repurchase
 agreements.
13. If the credit facility agreement has been entered with the term that
obligates Mexico to
 sell to SPV an aggregate of its notes due 2030 at face value of the
outstanding P-Caps,
 please advise whether these notes would be registered or sold pursuant to
an
 August 6, 2025
Page 4

 exemption. We may have further comment.
14. Please disclose all of the consideration under the GMSLA that the SPV
will receive in
 lending the Eligible Assets to PEMEX excluding Mexico s obligation
under the
 facility agreement to deliver its 2030 Notes to SPV upon the occurrence
of certain
 events.
15. Please disclose the amount and terms of the repurchase agreement. For
example,
 please disclose the amount of the payment to PEMEX by the Banks for the
Eligible
 Assets and the amount of the repurchase for PEMEX including the timeframe
in
 which the repurchase will occur.
General

16. We note the disclosure in PEMEX' Form 20-F for the fiscal year ended
December 31,
 2024, on page 13 that, To service our debt, we have relied and may
continue to rely
 on a combination of ... capital contributions from the Mexican Government
... These
 contributions represented an important source for the payment of our debt
during
 2024. Please discuss Mexico s public debt, internal and external,
that is used to
 support the financial operations of PEMEX. If possible, please disclose
recent
 historical amounts as reasonable, along with future amounts to be raised,
if known.
 Please contact Samuel Kluck at 202-551-3233 or Michael Coco at
202-551-3253 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
International Corporate
 Finance
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