Obligation Petrobras 9.125% ( US71645WAG69 ) en USD

Petrobras

100 % ▲

Bresil

US71645WAG69 ( en USD )

9.125% par an ( paiement semestriel )

02/07/2013 - Obligation échue

Prospectus brochure de l'obligation Petrobras US71645WAG69 en USD 9.125%, échue

100 000 USD

750 000 000 USD

71645WAG6

NR

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAG69, paye un coupon de 9.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/07/2013

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAG69, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAG69, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
File Nos. 333-92044
333-92044-01
Prospectus Supplement, dated June 27, 2003 to Prospectus dated August 14, 2002

U.S.$500,000,000

9.125% Global Notes due 2013

Petrobras International Finance Company

Payments supported by a standby purchase agreement provided by

Petróleo Brasileiro S.A. -- PETROBRAS

(BRAZILIAN PETROLEUM CORPORATION -- PETROBRAS)

The notes are general, unsecured, unsubordinated obligations of Petrobras International Finance
Company, or "PIFCo," will mature on July 2, 2013, and will bear interest at the rate of 9.125% per
annum. Interest on the notes is payable on January 2 and July 2 of each year, beginning on January 2,
2004. PIFCo will pay additional amounts related to the deduction of certain withholding taxes in respect
of certain payments on the notes. The notes will have the benefit of credit support provided by Petróleo
Brasileiro S.A. -- PETROBRAS, or "Petrobras," under the terms of a standby purchase agreement
which will obligate Petrobras to purchase from the noteholders their rights to receive payments in
respect of the notes from PIFCo in the event of nonpayment by PIFCo. The notes will be redeemable
without premium prior to maturity at PIFCo's option solely upon the imposition of certain withholding
taxes.
PIFCo may apply for a listing of the notes on the Luxembourg Stock Exchange at some time after July
2, 2003, but there is no certainty that an application will be made or that the listing will be approved by
the Luxembourg Stock Exchange.

See "Risk Factors" on page S-17 to read about factors you should consider before buying the notes
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offered in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Per Note
Total

Initial price to the public

99.196%
$495,980,000
Underwriting discount

0.450%
$
2,250,000
Proceeds, before expenses, to PIFCo

98.746%
$493,730,000
The offering price set forth above does not include accrued interest, if any. Interest on the notes will
accrue from the date of original issuance of the notes, expected to be July 2, 2003.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The
Depository Trust Company against payment in New York, New York on or about July 2, 2003.

Joint Lead Managers and Joint Bookrunners
Bear, Stearns & Co. Inc.
Deutsche Bank Securities

Co-Managers
HSBC

Santander Central Hispano

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Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the
specific terms of the notes PIFCo is offering and certain other matters relating to PIFCo and Petrobras
and their financial condition. The second part, the accompanying base prospectus, gives more general
information about notes that PIFCo and Petrobras may offer from time to time. Generally, references to
the prospectus mean this prospectus supplement and the accompanying prospectus combined. If the
description of the notes in this prospectus supplement differs from the description in the accompanying
prospectus, the description in this prospectus supplement supersedes the description in the
accompanying prospectus.
You should rely only on the information incorporated by reference or provided in this prospectus
supplement or in the accompanying prospectus. PIFCo and Petrobras have not authorized anyone to
provide you with different information. Neither PIFCo nor Petrobras is making an offer to sell the notes
in any state or country where the offer is not permitted. You should not assume that the information in
this prospectus supplement, the accompanying prospectus or any document incorporated by reference
as provided herein is accurate as of any date other than the date of the relevant document.
In this prospectus supplement, unless the context otherwise requires, references to "Petrobras" mean
Petróleo Brasileiro S.A.-Petrobras and its consolidated subsidiaries taken as a whole, and references
to "PIFCo" mean Petrobras International Finance Company, a wholly-owned subsidiary of Petrobras,
and its consolidated subsidiaries taken as a whole. Terms such as "we," "us" and "our" generally refer
to both Petrobras and PIFCo, unless the context requires otherwise.

FOR NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER THIS CHAPTER WITH THE STATE OF NEW HAMPSHIRE
NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED
IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT
ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

DIFFICULTIES OF ENFORCING CIVIL LIABILITIES AGAINST NON-U.S. PERSONS
Petrobras is a sociedade de economia mista (mixed-capital company), a public sector company with
some private sector ownership, established under the laws of Brazil, and PIFCo is an exempt limited
liability company incorporated under the laws of the Cayman Islands. All or a substantial portion of the
assets of Petrobras and PIFCo are located outside the Unites States, and at any time all of their
executive officers and directors, and certain advisors named in this prospectus supplement, may
reside outside the United States. As a result, it may not be possible for you to effect service of process
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on any of those persons within the United States. In addition, it may not be possible for you to enforce
a judgment of a United States court for civil liability based upon the United States federal securities
laws against any of those persons outside the United States. For further information on potential
difficulties in effecting service of process on any of those persons or enforcing judgments against any
of them outside the United States, see "Difficulties of Enforcing Civil Liabilities Against Non-U.S.
Persons" in the accompanying prospectus.

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FORWARD-LOOKING STATEMENTS
Many statements made or incorporated by reference in this prospectus supplement are forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that are not based on historical facts and are not assurances of future results. Many of the
forward-looking statements contained in this prospectus supplement may be identified by the use of
forward-looking words, such as "believe," "expect," "anticipate," "should," "planned," "estimate" and
"potential," among others. We have made forward-looking statements that address, among other
things, our:

· regional marketing and expansion strategy;

· drilling and other exploration activities;

· import and export activities;

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

· liquidity; and

· development of additional revenue sources.
Because these forward-looking statements involve risks and uncertainties, there are important factors
that could cause actual results to differ materially from those expressed or implied by these forward-
looking statements. These factors include:

· our ability to obtain financing;

· general economic and business conditions, including crude oil and other commodity prices,

refining margins and prevailing exchange rates;

· competition;

· technical difficulties in the operation of our equipment and the provision of our services;

· changes in, or failure to comply with, governmental regulations;

· receipt of governmental approvals and licenses;

· business abilities and judgment of personnel;

· availability of qualified personnel;

· international, Brazilian and Cayman Islands political, economic and social developments;

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· military operations, terrorist attacks, wars or embargoes;

· the costs and availability of adequate insurance coverage; and

· other factors discussed below under "Risk Factors."
These statements are not guarantees of future performance and are subject to certain risks,
uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ
materially from those expressed or forecast in any forward-looking statements as a result of a variety
of factors, including those in "Risk Factors" set forth in this prospectus supplement and in documents
incorporated by reference in this prospectus supplement and the accompanying prospectus.
All forward-looking statements attributed to us or a person acting on our behalf are expressly qualified
in their entirety by this cautionary statement, and you should not place reliance on any forward-looking
statement contained in this prospectus supplement and the accompanying prospectus.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this prospectus supplement, references to "Real," "Reais" or "R$" are to Brazilian Reais and
references to "U.S. Dollars" or "U.S.$" are to United States Dollars.
The unaudited consolidated interim financial statements of PIFCo as of March 31, 2003 and for the
three months ended March 31, 2003 and 2002, which are included in PIFCo's Report on Form 6-K
furnished to the Securities and Exchange Commission, or "SEC", on June 19, 2003, and the audited
consolidated financial statements of PIFCo as of December 31, 2002 and 2001, and for the years
ended December 31, 2002, 2001 and 2000, which are included in PIFCo's Annual Report on Form 20-
F furnished to the SEC on June 19, 2003, have been presented in U.S. Dollars and prepared in
accordance with accounting principles generally accepted in the United States of America (which we
refer to as "U.S. GAAP"). We refer to these financial statements as the "PIFCo financial statements."
The unaudited consolidated interim financial statements of Petrobras as of March 31, 2003 and for the
three months ended March 31, 2003 and 2002, which are included in Petrobras' Report on Form 6-K
furnished to the SEC on June 11, 2003, and the audited consolidated financial statements of Petrobras
as of December 31, 2002 and 2001, and for the years ended December 31, 2002, 2001 and 2000,
which are included in Petrobras' Annual Report on Form 20-F furnished to the SEC on June 19, 2003,
have been presented in U.S. Dollars and prepared in accordance with U.S. GAAP. We refer to these
financial statements as the "Petrobras financial statements." Petrobras publishes financial statements
in Brazil in Reais in accordance with the accounting principles required by Brazilian corporate law and
the regulations promulgated by the CVM (which we refer to as "Brazilian GAAP"). Brazilian GAAP
differs in significant respects from U.S. GAAP.
As described more fully in Note 2(a) to the audited consolidated financial statements of Petrobras as of
December 31, 2002 and 2001, and for the years ended December 31, 2002, 2001 and 2000, the U.S.
Dollar amounts as of the dates and for the periods presented in the Petrobras financial statements
have been remeasured or translated from the Real amounts in accordance with the criteria set forth in
Statement of Financial Accounting Standard No. 52 of the U.S. Financial Accounting Standards Board,
or SFAS 52. Accordingly, U.S. Dollar amounts presented in this prospectus supplement that were
derived from the financial statements have been translated from Reais at the period-end exchange rate
(for balance sheet items) or the average exchange rate prevailing during the period (for income
statement and cash flow items).
Unless the context otherwise indicates:

· historical data contained in this prospectus supplement that were not derived from the financial

statements have been translated from Reais on a similar basis;

· forward-looking amounts (including estimated future capital expenditures and legal and
environmental contingent liabilities) have been translated from Reais at the rate of R$3.43=U.

S.$1.00, which was the exchange rate (established by the Brazilian Ministry of Planning,
Budget and Management) that we used for purposes of translating budgetary and forward-
looking amounts into U.S. Dollars; and

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· estimated future capital expenditures are based on the most recently budgeted amounts,
which may not have been adjusted to reflect all factors that could affect such amounts. In
particular, as permitted under Brazilian GAAP, our planned future contributions to investments

funded through project finance are not included in estimated future capital expenditures and
are, instead, presented separately. For additional information regarding inflation in Brazil and
fluctuations in the exchange rate of the Real, see "Inflation and Exchange Rate Variation"
below.

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Certain figures included in this prospectus supplement have been subject to rounding adjustments;
accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the
figures that precede them.
The crude oil and natural gas reserve data in this prospectus supplement are only estimates, and
Petrobras' actual production, revenues and expenditures with respect to its reserves may differ
materially from these estimates.

INFLATION AND EXCHANGE RATE VARIATION

Inflation
Since the introduction of the Real as the new Brazilian currency in July 1994, inflation in Brazil has
remained relatively limited, although it has increased since the devaluation of the Real in January
1999. The annual rates of inflation, as measured by the National Consumer Price Index (Índice
Nacional de Preços ao Consumidor), have decreased from 2,489.1% in 1993 to 929.3% in 1994, to
8.4% in 1999 and to 5.3% in 2000. The same index increased to 9.4% during 2001, to 14.7% in 2002
and to 7.9% in the first five months of 2003.
A large percentage of our total costs are in Reais, and our suppliers and service providers generally
attempt to increase their prices to reflect Brazilian inflation. As expressed in U.S. dollars, however,
these increases have been generally offset during the last four years by the effect of the appreciation
of the U.S. dollar against the Real.

Exchange Rate Variation
Since Petrobras adopted the Real as its functional currency in 1998, the devaluation of the Real has
had, and will continue to have, multiple effects on Petrobras' results of operations. Petrobras' reporting
currency for all periods is the U.S. Dollar. Petrobras maintains its financial records in Reais, and
translates its statements of operations for any given period into U.S. Dollars at the average rate for the
period. The amounts reported in Petrobras' statements of operations in any given period will be
reduced at the same rate as the Real has devalued in relation to the U.S. Dollar during that period.
From its introduction on July 1, 1994 through March 1995, the Real appreciated against the U.S.
Dollar. On March 6, 1995, in an effort to address concerns about the overvaluation of the Real relative
to the U.S. Dollar, the Central Bank of Brazil (Banco Central do Brasil) introduced new exchange rate
policies that established a band within which the Real/U.S. Dollar exchange rate could fluctuate (faixa
de flutuação, or fluctuation band), and announced that it would buy or sell, as applicable, U.S. Dollars
whenever the rate approached the upper or the lower limit of the band. From March 1995 through
January 1999, the Central Bank of Brazil allowed the gradual devaluation of the Real against the U.S.
Dollar. Responding to pressure on the Real, on January 13, 1999, the Central Bank of Brazil widened
the foreign exchange rate band. Because the pressure did not ease, on January 15, 1999, the Central
Bank of Brazil allowed the Real to float freely. The Real depreciated 8.5% in 2000, 16% in 2001 and
52.3% in 2002 against the U.S. Dollar. As of June 20, 2003, the exchange rate of the Real to the U.S.
Dollar was R$2.888 per U.S.$1.00, representing an appreciation of approximately 22.16% in 2003 year-
to-date. The Real may depreciate or appreciate substantially in the future. For further information
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regarding interest rate fluctuations, see "Risk Factors--Risks Relating to Petrobras."

S-4
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Document Outline

sec.gov
- #1">Prospectus Supplement