Obligation Petrobras 7.75% ( US71645WAJ09 ) en USD

Petrobras

100 % ▲

Bresil

US71645WAJ09 ( en USD )

7.75% par an ( paiement semestriel )

15/09/2014 - Obligation échue

Prospectus brochure de l'obligation Petrobras US71645WAJ09 en USD 7.75%, échue

100 000 USD

600 000 000 USD

71645WAJ0

NR

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAJ09, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2014

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAJ09, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAJ09, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-92044 and 333-92044-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 14, 2002)

U.S.$600,000,000

Petrobras International Finance Company

Payments supported by a standby purchase agreement provided by

Petróleo Brasileiro S.A. -- PETROBRAS
(BRAZILIAN PETROLEUM CORPORATION -- PETROBRAS)

7.75% Global Notes due September 15, 2014

The notes are general, unsecured, unsubordinated obligations of Petrobras International Finance Company, or
"PIFCo," will mature on September 15, 2014, and will bear interest at the rate of 7.75% per annum. Interest on
the notes is payable on March 15 and September 15 of each year, beginning on March 15, 2005. 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 September 15,
2004, but there is no certainty that an application will be made or that the listing will be approved by the
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Luxembourg Stock Exchange.

See "Risk Factors" on page S-19 to read about factors you should consider before buying the notes 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(1)
US

98.638%
$591,828,000
Underwriting discount
US

0.400%
$2,400,000
Proceeds, before expenses, to PIFCo
US

98.238%
$589,428,000
(1) 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 September 15, 2004.

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 September 15, 2004.
MORGAN STANLEY BEAR STEARNS

September 8, 2004
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Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page

About This Prospectus Supplement

S-1
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons

S-2
Forward-Looking Statements

S-3
Presentation of Financial and Other Information

S-4
Inflation and Exchange Rate Variation

S-5
Incorporation Of Certain Documents By Reference

S-7
Where You Can Find More Information

S-9
Summary of the Offering

S-10
Risk Factors

S-19
Use of Proceeds

S-33
Ratio of Earnings to Fixed Charges

S-33
Capitalization

S-34
Description of the Notes

S-36
Clearance and Settlement

S-47
Description of the Standby Purchase Agreement

S-49
Plan of Distribution

S-60
Taxation

S-63
Legal Matters

S-65
Prospectus

Page

About This Prospectus

1
Forward-Looking Statements

1
Petrobras and PIFCo

3
Recent Developments

5
Ratio of Earnings to Fixed Charges and Preferred Dividends

7
Use of Proceeds

8
The Securities

9
Legal Ownership

9
Description of Debt Securities

12
Description of Mandatory Convertible Securities

26
Description of Warrants

27
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Description of the Standby Purchase Agreements

34
Description of the Guarantees

35
Description of American Depositary Receipts

36
Plan of Distribution

45
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons.

47
Independent Accountants

49
Experts

49
Legal Matters

49
Where You Can Find More Information

50
Incorporation of Certain Documents by Reference

50

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 prospectus, gives more general information about securities 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 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.

S-1
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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 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;

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

· 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, 2004 and for the three months
ended March 31, 2004 and 2003, which are included in PIFCo's Report on Form 6-K furnished to the Securities
and Exchange Commission, or SEC, on August 12, 2004 and the unaudited consolidated interim financial
statements of PIFCo as of June 30, 2004 and for the six months ended June 30, 2004 and 2003, which are
included in PIFCo's Report on Form 6-K furnished to the SEC on August 27, 2004 and the audited consolidated
financial statements of PIFCo as of December 31, 2003 and 2002, and for the years ended December 31, 2003,
2002 and 2001, which are included in PIFCo's Annual Report on Form 20-F filed with the SEC on June 30,
2004, and amended on July 26, 2004, 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, 2004 and for the three
months ended March 31, 2004 and 2003, which are included in Petrobras' Report on Form 6-K furnished to the
SEC on June 30, 2004 and the unaudited consolidated interim financial statements of Petrobras as of June 30,
2004 and for the six months ended June 30, 2004 and 2003, which are included in Petrobras' Report on Form 6-K
furnished to the SEC on August 30, 2004 and the audited consolidated financial statements of Petrobras as of
December 31, 2003 and 2002, and for the years ended December 31, 2003, 2002 and 2001, which are included in
Petrobras' Annual Report on Form 20-F filed with the SEC on June 30, 2004, and amended on July 26, 2004,
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 also publishes financial statements in Brazil in Reais
in accordance with the accounting principles required by Brazilian corporate law and the regulations promulgated
by the Comissão de Valores Mobiliários (Brazilian Securities Commission, or the CVM) (which we refer to as
"Brazilian GAAP"). Brazilian GAAP differs in significant respects from U.S. GAAP.
PricewaterhouseCoopers Auditores Independentes S/S served as Petrobras' and PIFCo's independent auditor for
the five-year period from 1998 to 2002. Petrobras is required by Brazilian corporate law to change auditors every
five years. Accordingly, after PricewaterhouseCoopers Auditores Independentes S/S had served the legally
prescribed maximum term of five years as Petrobras' independent auditor, in June 2003, Petrobras and PIFCo
engaged Ernst & Young Auditores Independentes S/S to serve as their independent auditor. As a result of this
change in auditor, certain of the financial information incorporated by reference in this prospectus supplement
has been so incorporated in reliance on the reports of PricewaterhouseCoopers Auditores Independentes S/S,
while certain other financial information has been so incorporated in reliance on the reports of Ernst & Young
Auditores Independentes S/S. See "Experts."
As described more fully in Note 2(a) to the audited consolidated financial statements of Petrobras as of
December 31, 2003 and 2002, and for the years ended December 31, 2003, 2002 and 2001, the U.S. Dollar
amounts as of the dates and for the periods presented in the Petrobras financial statements have been remeasured
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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;

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· forward-looking amounts (including estimated future capital expenditures and legal and environmental
contingent liabilities) have been translated from Reais at the rate of R$3.01=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

· 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.
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 the documents incorporated by reference into 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 and to 14.7% in 2002, before decreasing to 10.4% in 2003 and to 3.8% in the first
seven months of 2004.
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, during the last four
years these price increases have been generally offset 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
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Document Outline

sec.gov
- #1">Prospectus Supplement