Obligation Petrobas 8.375% ( US71645WAH43 ) en USD

Société émettrice Petrobas
Prix sur le marché 100 %  ▼ 
Pays  Bresil
Code ISIN  US71645WAH43 ( en USD )
Coupon 8.375% par an ( paiement semestriel )
Echéance 10/12/2018 - Obligation échue



Prospectus brochure de l'obligation Petrobras US71645WAH43 en USD 8.375%, échue


Montant Minimal 100 000 USD
Montant de l'émission 750 000 000 USD
Cusip 71645WAH4
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Petrobras est une compagnie pétrolière et gazière brésilienne intégrée verticalement, opérant dans l'exploration, la production, le raffinage, la distribution et la vente de produits pétroliers et gaziers.

L'Obligation émise par Petrobas ( Bresil ) , en USD, avec le code ISIN US71645WAH43, paye un coupon de 8.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/12/2018







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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-92044 and 333-92044-01

Prospectus Supplement, dated December 3, 2003 to Prospectus dated August 14, 2002
U.S.$750,000,000
8.375% Global Notes due 2018

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 December 10, 2018, and will bear interest at the rate of 8.375% per annum. Interest on
the notes is payable on June 10 and December 10 of each year, beginning on June 10, 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 December
10, 2003, 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-18 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)

98.951%
$742,132,500
Underwriting discount

0.500%
$
3,750,000
Proceeds, before expenses, to PIFCo.

98.451%
$738,382,500
(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 December 10, 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 December 10, 2003.

Credit Suisse First Boston

Lehman Brothers

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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 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 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 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;
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·
availability of qualified personnel;

·
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 September 30, 2003 and for the nine
months ended September 30, 2003 and 2002, which are included in PIFCo's Report on Form 6-K furnished to the
Securities and Exchange Commission, or "SEC", on November 25, 2003, the unaudited consolidated interim
financial statements of PIFCo as of June 30, 2003 and for the six months ended June 30, 2003 and 2002, which
are included in PIFCo's Report on Form 6-K furnished to the SEC on September 10, 2003, 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 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 September 30, 2003 and for the
nine months ended September 30, 2003 and 2002, which are included in Petrobras' Report on Form 6-K
furnished to the SEC on November 28, 2003, the unaudited consolidated interim financial statements of Petrobras
as of June 30, 2003 and for the six months ended June 30, 2003 and 2002, which are included in Petrobras'
Report on Form 6-K/A furnished to the SEC on September 10, 2003, 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 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 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 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 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, while certain
other financial information has been so incorporated in reliance on the reports of Ernst & Young Auditores
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Independentes. See "Independent Accountants."
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).
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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

·
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, to 14.7% in 2002 and to 9.4% in the first ten 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, 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
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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
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