Obligation Petrobras 5.875% ( US71645WAM38 ) en USD

Petrobras

100 % ▲

Bresil

US71645WAM38 ( en USD )

5.875% par an ( paiement semestriel )

01/03/2018 - Obligation échue

Prospectus brochure de l'obligation Petrobras US71645WAM38 en USD 5.875%, échue

2 000 USD

1 750 000 000 USD

71645WAM3

BB- ( Spéculatif )

B1 ( Très spéculatif )

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAM38, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2018

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAM38, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAM38, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT
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Table of Contents

Filed pursuant to Rule 424(b)(2).
Registration Nos. 333-139459 and 333-139459-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 18, 2006)

U.S.$1,000,000,000
Petrobras International Finance Company

Payments supported by a standby purchase agreement provided by

Petróleo Brasileiro S.A. -- PETROBRAS

(BRAZILIAN PETROLEUM CORPORATION -- PETROBRAS)
5.875% Global Notes due 2018
The notes are general, unsecured, unsubordinated obligations of Petrobras International Finance Company, or
"PifCo," will mature on March 1, 2018, and will bear interest at the rate of 5.875% per annum. Interest on the
notes is payable on March 1 and September 1 of each year, beginning on March 1, 2008. 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. PifCo may redeem, in whole or in part, the notes at any time by paying the greater of the
principal amount of the notes and the applicable "make-whole" amount, plus, in each case, accrued interest.
The notes will also be redeemable without premium prior to maturity at PifCo's option solely upon the
imposition of certain withholding taxes. See "Description of the Notes -- Optional Redemption."

PifCo will apply for a listing of the notes on the New York Stock Exchange, or the "NYSE," at some time after
November 1, 2007, but there is no certainty that the listing will be approved by the NYSE.

See "Risk Factors" on page S-12 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 supplement is truthful or complete. Any
representation to the contrary is a criminal offense.

Per

Note
Total

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U.S.
Initial price to the public(1)
98.612 % $
986,120,000
U.S.
Underwriting discount
0.300 % $
3,000,000
U.S.
Proceeds, before expenses, to PifCo
98.312 % $
983,120,000

(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 November 1, 2007.

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 November 1, 2007.

Joint Bookrunners
Citi
UBS Investment Bank

Co-manager

Banco Itaú Europa

October 29, 2007

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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

About This Prospectus Supplement
S-2
Difficulties Of Enforcing Civil Liabilities Against Non-U.S. Persons
S-2
Forward-Looking Statements
S-3
Incorporation Of Certain Documents By Reference
S-4
Where You Can Find More Information
S-5
Summary Of The Offering
S-6
The Offering
S-8
S-
Risk Factors

12
S-
Use Of Proceeds

14
S-
Capitalization

15
S-
Description Of The Notes

17
S-
Clearance and Settlement

27
S-
The Standby Purchase Agreement

30
S-
Plan Of Distribution

39
S-
Taxation

42
S-
Legal Matters

45
S-
Experts

45

PROSPECTUS

Page

About this Prospectus

2
Forward-Looking Statements

3
Petrobras and PifCo

4
The Securities

5
Legal Ownership

5
Description of Debt Securities

8
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Description of Mandatory Convertible Securities
24
Description of Warrants
25
Description of the Standby Purchase Agreements
31
Description of the Guarantees
38
Description of American Depositary Receipts
40
Form of Securities, Clearing and Settlement
48
Plan of Distribution
53
Expenses of the Issue
54
Experts
54
Validity of Securities
55
Enforceability of Civil Liabilities
55
Where You Can Find More Information
57
Incorporation of Certain Documents by Reference
58
S-1
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Table of Contents

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.

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 exempted 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.
S-2
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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, or the "Securities
Act," and Section 21E of the Securities Exchange Act of 1934, as amended, or 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, among other things:

· our ability to obtain financing;

· general economic and business conditions, including crude oil and other commodity prices, refining
margins and prevailing exchange rates;

· our ability to find, acquire or gain access to additional reserves and to successfully develop our current
ones;

· uncertainties inherent in making estimates of our reserves;

· 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;

· international and Brazilian political, economic and social developments;

· military operations, terrorist attacks, wars or embargoes; and

· the costs and availability of adequate insurance coverage.
These statements are not guarantees of future performance and are subject to certain risks, uncertainties and
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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. We undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information or future events or for any other reason.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference into this prospectus supplement the following documents that we have filed
with the SEC:

PIFCo

(1) The combined Petrobras and PifCo Annual Report on Form 20-F/A for the year ended December 31,
2006, filed with the SEC on June 26, 2007, as amended on June 28, 2007.

(2) The PifCo Report on Form 6-K containing financial information for the six-month period ended
June 30, 2007, prepared in accordance with U.S. GAAP, furnished to the SEC on September 6, 2007.

(3) Any future filings of PifCo on Form 20-F made with the SEC after the date of this prospectus
supplement and prior to the termination of the offering of the securities offered by this prospectus
supplement, and any future reports of PifCo on Form 6-K furnished to the SEC during that period that are
identified in those forms as being incorporated into this prospectus supplement or the accompanying
prospectus.

PETROBRAS

(1) The combined Petrobras and PifCo Annual Report on Form 20-F/A for the year ended December 31,
2006, filed with the SEC on June 26, 2007, as amended on June 28, 2007.

(2) The Petrobras Report on Form 6-K relating to the transfer of refineries in Bolivia to YPFB, furnished
to the SEC on June 27, 2007.

(3) The Petrobras Report on Form 6-K relating to Petrobras' clarifications concerning its activities in
Ecuador, furnished to the SEC on July 6, 2007.

(4) The Petrobras Reports on Form 6-K relating to the special participation contribution of Petrobras,
furnished to the SEC on July 24, 25 and 26, 2007.

(5) The Petrobras Reports on Form 6-K relating to the acquisition of Suzano Petroquímica S.A., furnished
to the SEC on August 3 and 6, 2007 and September 28, 2007.

(6) The Petrobras Report on Form 6-K containing financial information for the six-month period ended
June 30, 2007, prepared in accordance with BR GAAP, furnished to the SEC on August 15, 2007.

(7) The Petrobras Report on Form 6-K relating to the Petrobras Strategic Plan 2020 and Business Plan
2008-2012, furnished to the SEC on August 15, 2007.

(8) The Petrobras Report on Form 6-K relating to the Petrobras Complementary Pension Plan, furnished
to the SEC on August 20, 2007.

(9) The Petrobras Reports on Form 6-K containing financial information for the six-month period ended
June 30, 2007, prepared in accordance with U.S. GAAP, furnished to the SEC on September 6, 2007.

(10) The Petrobras Report on Form 6-K relating to the suit filed against the National Petroleum Agency,
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furnished to the SEC on September 14, 2007.

(11) The Petrobras Report on Form 6-K relating to clarifications in the application of the ICMS tax to
Petrobras, furnished to the SEC on October 3, 2007.

(12) The Petrobras Report on Form 6-K relating to the acquisition of the Juiz de Fora thermoelectric
plant, furnished to the SEC on October 5, 2007.

(13) The Petrobras Report on Form 6-K relating to its successful bidding on 26 blocks for oil and gas
activities in the U.S. Gulf of Mexico Lease Sale, furnished to the SEC on October 5, 2007.

(14) The Petrobras Report on Form 6-K relating to Petrobras' new oil production operations in deep
waters in Northeast Brazil, furnished to the SEC on October 12, 2007.
S-4
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Document Outline

sec.gov
- #1">PROSPECTUS SUPPLEMENT