Obligation Petrobras 2.875% ( US71645WAV37 ) en USD

Petrobras

100 % ⇌

Bresil

US71645WAV37 ( en USD )

2.875% par an ( paiement semestriel )

06/02/2015 - Obligation échue

Prospectus brochure de l'obligation Petrobras US71645WAV37 en USD 2.875%, échue

2 000 USD

1 250 000 000 USD

71645WAV3

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAV37, paye un coupon de 2.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/02/2015

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAV37, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAV37, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1119639/000119312512038110...
424B2 1 d293138d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class of securities offered

Aggregate offering price

Amount of registration fee
Debt securities

U.S.$7,000,000,000.00

U.S.$802,200.00(1)
Guaranties

(2)
(1) The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guaranties.
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Filed pursuant to Rule 424(b)(2)
Registration Statements Nos. 333-163665 and 333-163665-01

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 11, 2009)
Petrobras International Finance Company
Unconditionally guaranteed by
Petróleo Brasileiro S.A.--Petrobras
(Brazilian Petroleum Corporation-Petrobras)
U.S.$ 2,750,000,000 5.375% Global Notes due 2021
U.S.$ 1,250,000,000 6.750% Global Notes due 2041
U.S.$ 1,250,000,000 2.875% Global Notes due 2015
U.S.$ 1,750,000,000 3.500% Global Notes due 2017

The 5.375% Global Notes due 2021 (the "2021 Notes"), the 6.750% Global Notes due 2041 (the "2041 Notes"), the 2.875% Global Notes due 2015 (the "2015 Notes") and the
3.500% Global Notes due 2017 (the "2017 Notes") (each a "series" and col ectively the "notes") are general, unsecured, unsubordinated obligations of Petrobras International
Finance Company, or "PifCo," a wholly-owned subsidiary of Petróleo Brasileiro S.A.-Petrobras, or "Petrobras." The notes will be unconditional y and irrevocably guaranteed by
Petrobras. The 2021 Notes will mature on January 27, 2021, and will bear interest at the rate of 5.375% per annum. Interest on the 2021 Notes is payable on January 27 and July 27
of each year, beginning on July 27, 2012. The 2041 Notes wil mature on January 27, 2041, and wil bear interest at the rate of 6.750% per annum. Interest on the 2041 Notes is
payable on January 27 and July 27 of each year, beginning on July 27, 2012. The 2015 Notes wil mature on February 6, 2015, and wil bear interest at the rate of 2.875% per
annum. Interest on the 2015 Notes is payable on February 6 and August 6 of each year, beginning on August 6, 2012. The 2017 Notes wil mature on February 6, 2017, and wil
bear interest at the rate of 3.500% per annum. Interest on the 2017 Notes is payable on February 6 and August 6 of each year, beginning on August 6, 2012.
The 2021 Notes wil be consolidated, form a single series, and be ful y fungible with PifCo's outstanding U.S.$2,500,000,000 5.375% Global Notes due 2021 issued on January 27,
2011, or the "2021 original notes." After giving effect to this offering, the total amount outstanding of PifCo's 5.375% Global Notes due 2041 will be U.S.$5,250,000,000.
The 2041 Notes wil be consolidated, form a single series, and be ful y fungible with PifCo's outstanding U.S.$1,000,000,000 6.750% Global Notes due 2021 issued on January 27,
2011, or the "2041 original notes." After giving effect to this offering, the total amount outstanding of PifCo's 6.750% Global Notes due 2021 will be U.S.$2,250,000,000.
PifCo wil pay additional amounts related to the deduction of certain withholding taxes in respect of certain payments on the notes. 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 wil 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
--Redemption for Taxation Reasons."
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED DIRECTIVE 2003/71/EC
(THE "PROSPECTUS DIRECTIVE") MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE).

The 2021 original notes and the 2041 original notes are listed on the New York Stock Exchange, or the "NYSE" under the symbol "PBR/21" and "PBR/41", respectively, and PifCo
intends to apply to have the 2015 Notes and the 2017 Notes approved for listing on the NYSE.

See "Risk Factors" on page S-15 to read about factors you should consider before buying the notes offered in this prospectus supplement and the accompanying
prospectus.
Neither the U.S. 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

Initial price to the public:

2021 Notes(1)

104.181%
U.S.$2,864,977,500
2041 Notes(1)

111.208%
U.S.$1,390,100,000
2015 Notes(2)

99.499%
U.S.$1,243,737,500
2017 Notes(2)

99.419%
U.S.$1,739,832,500
Underwriting discount:

2021 Notes

0.300%
U.S.$
8.250,000
2041 Notes

0.350%
U.S.$
4,375,000
2015 Notes

0.250%
U.S.$
3,125,000
2017 Notes

0.250%
U.S.$
4,375,000
Proceeds, before expenses, to PifCo:

2021 Notes

103.881%
U.S.$2,856,727,500
2041 Notes

110.858%
U.S.$1,385,725,000
2015 Notes

99.249%
U.S.$1,240,612,500
2017 Notes

99.169%
U.S.$1,735,457,500
(1) Plus, in the case of the 2021 Notes, aggregate accrued interest totaling U.S.$3,695,312.50, from January 27, 2012 to, but not including, February 6, 2012; and in the case of the
2041 Notes, aggregate accrued interest totaling U.S.$2,109,375, from January 27, 2012 to, but not including, February 6, 2012.
(2) Plus accrued interest from February 6, 2012, if settlement occurs after that date.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect participants, including
Clearstream Banking, société anonyme and Euroclear S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about February 6, 2012.
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Joint Bookrunners

BB Securities

Citigroup
Itaú BBA
J.P.Morgan
Morgan Stanley
Santander
Co-managers
Banco Votorantim Mitsubishi UFJ Securities
February 1, 2012
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement
S-1

Forward-Looking Statements
S-2

Incorporation of Certain Documents By Reference
S-4

Where You Can Find More Information
S-6

Summary
S-7

Recent Developments
S-14
Risk Factors
S-15
Use of Proceeds
S-17
Selected Financial and Operating Information
S-18
Capitalization
S-21
Description of the Notes
S-23
Clearance and Settlement
S-35
Description of the Guaranties
S-38
Plan of Distribution
S-45
Taxation
S-50
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons
S-54
Legal Matters
S-55
Experts
S-56
PROSPECTUS

Page
About This Prospectus

2

Forward-Looking Statements

3

Petrobras

4

PifCo

4

The Securities

5

Legal Ownership

5

Description of Debt Securities

8

Description of Mandatory Convertible Securities

24

Description of Warrants

25

Description of the Guaranties

31

Description of American Depositary Receipts

32

Form of Securities, Clearing and Settlement

41

Plan of Distribution

46

Expenses of the Issue

47

Experts

48

Validity of Securities

48

Enforceability of Civil Liabilities

48

Where You Can Find More Information

51

Incorporation of Certain Documents by Reference

52

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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
information in this prospectus supplement differs from the information in the accompanying prospectus, the information in this
prospectus supplement supersedes the information in the accompanying prospectus.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and in any related
free-writing prospectus we prepare or authorize. PifCo and Petrobras have not authorized anyone to give you any other information,
and we take no responsibility for any other information that others may give you. Neither PifCo nor Petrobras is making an offer to
sell the notes in any jurisdiction 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 or as otherwise indicated, 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 or as otherwise
indicated.

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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, or incorporated by reference, 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 marketing and expansion strategy;

·
our exploration and production activities, including drilling;

·
our activities related to refining, import, export, transportation of petroleum, natural gas and oil products, petrochemicals,

power generation, biofuels and other sources of renewable energy;

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

·
our liquidity and sources of funding;

·
development of additional revenue sources; and

·
the impact, including cost, of acquisitions.
Our forward-looking statements are not guarantees of future performance and are subject to assumptions that may prove incorrect
and to risks and uncertainties that are difficult to predict. Our actual results could differ materially from those expressed or forecast in
any forward-looking statements as a result of a variety of factors. 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 develop our current reserves successfully;

·
global economic conditions;

·
uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered oil and gas reserves;

·
competition;

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

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

·
receipt of governmental approvals and licenses;

·
international and Brazilian political, economic and social developments;

·
natural disasters, accidents, military operations, acts of terrorism or sabotage, wars or embargoes;

·
the cost and availability of adequate insurance coverage; and

·
other factors discussed below under "Risk Factors."
For additional information on factors that could cause our actual results to differ from expectations reflected in forward-looking
statements, please see "Risk Factors" in this prospectus supplement and in documents incorporated by reference in this prospectus
supplement and the accompanying prospectus.

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All forward-looking statements attributed to us or a person acting on our behalf are 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 Securities
and Exchange Commission (SEC):
PifCo
(1) The combined Petrobras and PifCo Annual Report on Form 20-F for the year ended December 31, 2010, filed with the SEC on
May 26, 2011.
(2) The PifCo report on Form 6-K containing financial information for the nine-month period ended September 30, 2011, prepared
in accordance with U.S. GAAP, furnished to the SEC on November 22, 2011.
(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
completion 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 for the year ended December 31, 2010, filed with the SEC on
May 26, 2011.
(2) Reports on Form 6-K/A and Form 6-K furnished by Petrobras to the SEC on the dates indicated below, concerning the financial
condition and results of operations of Petrobras for the nine-month period ended September 30, 2011:

·
Report furnished on November 22, 2011, containing financial statements prepared in accordance with U.S. GAAP as of

September 30, 2011 and for the nine-month periods ended September 30, 2011 and 2010.

·
Report furnished on November 22, 2011, containing our release concerning Petrobras' earnings and financial condition for

the nine months ended September 30, 2011.
(3) Reports on Form 6-K, furnished to the SEC by Petrobras on the dates indicated below, concerning other recent developments in
our business:

·
Report furnished on June 23, 2011, relating to the June 27, 2011 payment of dividends related to the 2011 fiscal year results

in the amount of R$0.12 per common and R$0.12 per preferred shares.

·
Report furnished on July 25, 2011, relating to the approval by Petrobras' board of directors of an advance payment of interest

on capital for the 2011 fiscal year in the amount of R$2,609 million.

·
Report furnished on July 25, 2011, relating to Petrobras' Business Plan for 2011-2015.

·
Report furnished on August 1, 2011, relating to the acquisition of Gas Brasiliano Distribuidora S.A. by Petrobras subsidiary

Petrobras Gás S.A.

·
Report furnished on August 24, 2011, relating to the election of a new member to Petrobras' board of directors and

amendment of Petrobras' by-laws as approved in the Extraordinary General Meeting held on August 23, 2011.

·
Report furnished on August 24, 2011, relating to the August 31, 2011 payment of interest on capital for the 2011 fiscal year in

the amount of R$0.20 per common and R$0.20 per preferred share (R$0.40 per ADR).

·
Report furnished on September 20, 2011, relating to the operation of the Lula-Mexilhão Gas Pipeline, which connects the

Lula field to the Mexilhão platform.

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·
Report furnished on October 3, 2011, relating to the resignation of Mr. Fabio Colletti Barbosa from Petrobras' board of

directors.

·
Report furnished on October 31, 2011, relating to the election of a new member to Petrobras' board of directors.

·
Report furnished on October 31, 2011, relating to the November 30, 2011 payment of interest on capital for the 2011 fiscal

year in the amount of R$0.20 per common and R$0.20 per preferred share (R$0.40 per ADR).

·
Report furnished on November 25, 2011, relating to Merger of Termorio, Ute Juiz de Fora and Fafen Energia into Petrobras

to be approved in the Extraordinary General Meeting to be held on January 27, 2012.

·
Report furnished on December 2, 2011, relating to the pricing of 6-year, and 10-year Global Notes denominated in Euro

issued by PifCo and unconditionally and irrevocably guaranteed by Petrobras in a dual-tranche SEC-registered offering.

·
Report furnished on December 5, 2011, relating to the pricing of 15-year Global Notes denominated in Pounds Sterling issued

by PifCo and unconditionally and irrevocably guaranteed by Petrobras in a SEC-registered offering.

·
Report furnished on December 22, 2011, relating to reorganization of the Petrobras petrochemical portfolio.

·
Report furnished on December 22, 2011, relating to the fourth advanced payment of interest on own capital in the amount of

R$2,609 million, corresponding to a gross value of R$0.20 per common and R$0.20 per preferred share.

·
Report furnished on December 30, 2011, relating to the partial split of BRK Investimentos Petroquímicos S.A.--BRK and the

spun off portion of Petrobras, and also the merger of Petrobras Química S.A.--Petroquisa into Petrobras, as approved in the
Board of Directors Meeting held on December 22, 2011.

·
Report furnished on January 17, 2012, relating to the announcement of Petrobras' proved reserves of oil, condensate and

natural gas in 2011 according to SEC criteria.

·
Report furnished on January 20, 2012, relating to the announcement of Petrobras' oil and natural gas production figures for

December and 2011 average.

·
Report furnished on January 20, 2012, relating to the announcement by Petrobras that, as required by the rotation rules of the

Comissão de Valores Mobiliários (CVM), PricewaterhouseCoopers Independent Auditors--PwC will replace KPMG
Independent Auditors as Petrobras and PifCo's independent auditors starting from the first quarter of 2012.

·
Report furnished on January 23, 2012, relating to the announcement that on February 9, 2012, the Board of Directors of

Petrobras will vote on the election of Mrs. Maria das Graças Silva Foster as the new CEO of Petrobras.

·
Report furnished on January 27, 2012, relating to the approval by Petrobras' board of directors of a partial split of BRK

Investimentos Petroquímicos S.A.--BRK and the spun off portion of Petrobras, and also the acquisition of Petrobras Química
S.A.--Petroquisa.

·
Report furnished on January 27, 2012, relating to the announcement that Petrobras has initiated the process to elect a

representative of its employees for its board of directors.
(4) Any future filings of Petrobras on Form 20-F made with the SEC after the date of this prospectus supplement and prior to the
completion of the offering of the securities offered by this prospectus supplement, and any future reports of Petrobras 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.

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WHERE YOU CAN FIND MORE INFORMATION
Information that we file with or furnish to the SEC after the date of this prospectus supplement, and that is incorporated by
reference herein, will automatically update and supersede the information in this prospectus supplement. You should review the SEC
filings and reports that we incorporate by reference to determine if any of the statements in this prospectus supplement, the
accompanying prospectus or in any documents previously incorporated by reference have been modified or superseded.
Documents incorporated by reference in this prospectus supplement are available without charge. Each person to whom this
prospectus supplement and the accompanying prospectus are delivered may obtain documents incorporated by reference herein by
requesting them either in writing or orally, by telephone or by e-mail from us at the following address:
Investor Relations Department
Petróleo Brasileiro S.A.-Petrobras
Avenida República do Chile, 65 -- 22nd Floor
20031-912 -- Rio de Janeiro -- RJ, Brazil
Telephone: (55-21) 3224-1510/3224-9947
Email: [email protected]
In addition, you may review copies of the materials we file with or furnish to the SEC without charge, and copies of all or any
portion of such materials can be obtained at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room. We also file materials with the SEC electronically.
The SEC maintains an Internet site that contains materials that we file electronically with the SEC. The address of the SEC's website
is http://www.sec.gov.

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