Obligation Petrobas 3.25% ( US71647NAG43 ) en USD

Petrobas

100 % ⇌

Bresil

US71647NAG43 ( en USD )

3.25% par an ( paiement semestriel )

17/03/2017 - Obligation échue

Prospectus brochure de l'obligation Petrobras US71647NAG43 en USD 3.25%, échue

2 000 USD

1 600 000 000 USD

71647NAG4

BB- ( Spéculatif )

NR

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 US71647NAG43, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/03/2017

L'Obligation émise par Petrobas ( Bresil ) , en USD, avec le code ISIN US71647NAG43, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Petrobas ( Bresil ) , en USD, avec le code ISIN US71647NAG43, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

pbra20140310_424b2.htm - Generated by SEC Publisher for SEC Filing
http://www.sec.gov/Archives/edgar/data/1119639/000129281414000545...
424B2 1 pbra20140310_424b2.htm 424(B)(2)

CALCULATION OF REGISTRATION FEE

Title of each class of
Proposed maximum offering
Proposed maximum
Amount of registration
securities offered
Amount to be registered
price per unit
aggregate offering price
fee(1)
Debt securities
3.250% Global Notes due
U.S.$1,600,000,000.00
99.957%
U.S.$1,599,312,000.00
U.S.$205,991.39
2017
4.875% Global Notes due
U.S.$1,500,000,000.00
99.743%
U.S.$1,496,145,000.00
U.S.$192,703.48
2020
6.250% Global Notes due
U.S.$2,500,000,000.00
99.772%
U.S.$2,494,300,000.00
U.S.$321,265.84
2024
7.250% Global Notes due
U.S.$1,000,000,000.00
99.166%
U.S.$991,660,000.00
U.S.$127,725.81
2044
Floating Rate Global Notes
U.S.$1,400,000,000.00
100.000%
U.S.$1,400,000,000.00
U.S.$180,320.00
due 2017
Floating Rate Global Notes
U.S.$500,000,000.00
100.000%
U.S.$500,000,000.00
U.S.$64,400.00
due 2020
Guaranties
(2)

(1) The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933. The total registration fee due for this offering is U.S.$1,092,406.52.
(2) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guaranties.

1 of 100
3/12/2014 9:09 AM

pbra20140310_424b2.htm - Generated by SEC Publisher for SEC Filing
http://www.sec.gov/Archives/edgar/data/1119639/000129281414000545...

Filed pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-183618 and 333-183618-01

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 29, 2012)
Petrobras Global Finance B.V.
Unconditionally guaranteed by
Petróleo Brasileiro S.A.--Petrobras
(Brazilian Petroleum Corporation--Petrobras)
U.S.$1,600,000,0003.250% Global Notes due 2017
U.S.$1,500,000,000 4.875% Global Notes due 2020
U.S.$2,500,000,000 6.250% Global Notes due 2024
U.S.$1,000,000,000 7.250% Global Notes due 2044
U.S.$1,400,000,000 Floating Rate Global Notes due 2017
U.S.$500,000,000 Floating Rate Global Notes due 2020

The 3.250% Global Notes due 2017 (the "2017 Notes"), the 4.875% Global Notes due 2020 (the "2020 Notes"), the 6.250% Global Notes due 2024 (the "2024 Notes"),
the 7.250% Global Notes due 2044 (the "2044 Notes" and together with the 2017 Notes, 2020 Notes and 2024 Notes, the "Fixed Rate Notes"), the Floating Rate Global
Notes due 2017 (the "2017 Floating Rate Notes") and the Floating Rate Global Notes due 2020 (the "2020 Floating Rate Notes" and together with the 2017 Floating Rate
Notes, the "Floating Rate Notes") (each a "series" and colectively the "notes") are general, unsecured, unsubordinated obligations of Petrobras Global Finance B.V., or "PGF,"
a wholly-owned subsidiary of Petróleo Brasileiro S.A.-Petrobras, or "Petrobras." The notes will be unconditionally and irrevocably guaranteed by Petrobras. The 2017 Notes
wil mature on March 17, 2017, and wil bear interest at the rate of 3.250% per annum. Interest on the 2017 Notes is payable on March 17 and September 17 of each year,
beginning on September 17, 2014. The 2020 Notes wil mature on March 17, 2020, and wil bear interest at the rate of 4.875% per annum. Interest on the 2020 Notes is
payable on March 17 and September 17 of each year, beginning on September 17, 2014. The 2024 Notes will mature on March 17, 2024, and will bear interest at the rate of
6.250% per annum. Interest on the 2024 Notes is payable on March 17 and September 17 of each year, beginning on September 17, 2014. The 2044 Notes wil mature on
March 17, 2044, and wil bear interest at the rate of 7.250% per annum. Interest on the 2044 Notes is payable on March 17 and September 17 of each year, beginning on
September 17, 2014. The 2017 Floating Rate Notes wil mature on March 17, 2017, and wil bear interest at a floating rate equal to the three-month U.S. dolar LIBOR plus
2.360%. The interest rate payable on the 2017 Floating Rate Notes wil be reset quarterly, and interest is payable on March 17, June 17, September 17 and December 17 of
each year, beginning on June 17, 2014. The 2020 Floating Rate Notes wil mature on March 17, 2020, and wil bear interest at a floating rate equal to the three-month U.S.
dolar LIBOR plus 2.880%. The interest rate payable on the 2020 Floating Rate Notes wil be reset quarterly, and interest is payable on March 17, June 17, September 17
and December 17 of each year, beginning on June 17, 2014.

PGF wil pay additional amounts related to the deduction of certain withholding taxes in respect of certain payments on the notes. PGF may redeem, in whole or in part, the
Fixed Rate 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 PGF'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, AS AMENDED, (THE "PROSPECTUS DIRECTIVE") MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS
DIRECTIVE).
------------------------
PGF intends to apply to have the notes approved for listing on the New York Stock Exchange, or the "NYSE."
------------------------
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 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.

Initial price to the public(1):
Underwriting discount:
Proceeds, before expenses, to PGF:

Per Note
Total
Per Note
Total
Per Note
Total
2017 Notes
99.957%
U.S.$1,599,312,000
0.250%
U.S.$4,000,000
99.707%
U.S.$1,595,312,000
2020 Notes
99.743%
U.S.$1,496,145,000
0.250%
U.S.$3,750,000
99.493%
U.S.$1,492,395,000
2024 Notes
99.772%
U.S.$2,494,300,000
0.300%
U.S.$7,500,000
99.472%
U.S.$2,486,800,000
2044 Notes
99.166%
U.S.$991,660,000
0.350%
U.S.$3,500,000
98.816%
U.S.$988,160,000
2017 Floating Rate Notes
100.000%
U.S.$1,400,000,000
0.250%
U.S.$3,500,000
99.750%
U.S.$1,396,500,000
2020 Floating Rate Notes
100.000%
U.S.$500,000,000
0.250%
U.S.$1,250,000
99.750%
U.S.$498,750,000

(1) Plus accrued interest from March 17, 2014, if settlement occurs after that date.
2 of 100
3/12/2014 9:09 AM

pbra20140310_424b2.htm - Generated by SEC Publisher for SEC Filing
http://www.sec.gov/Archives/edgar/data/1119639/000129281414000545...
------------------------
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 March 17,
2014.
Joint Bookrunners

Bank of China BB Securities Bradesco BBI Citigroup HSBC J.P. Morgan

Co-managers

Banca IMI Scotiabank
March 10, 2014

3 of 100
3/12/2014 9:09 AM

pbra20140310_424b2.htm - Generated by SEC Publisher for SEC Filing
http://www.sec.gov/Archives/edgar/data/1119639/000129281414000545...

4 of 100
3/12/2014 9:09 AM

pbra20140310_424b2.htm - Generated by SEC Publisher for SEC Filing
http://www.sec.gov/Archives/edgar/data/1119639/000129281414000545...

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

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-8
Summary
S-9
Recent Developments
S-17
Risk Factors
S-18
Use of Proceeds
S-21
Ratio of Earnings to Fixed Charges
S-22
Ratio of Earnings to Fixed Charges and Preferred Dividends
S-23
Selected Financial and Operating Information
S-24
Operating and Financial Review and Prospects
S-27
Capitalization
S-44
Description of the Notes
S-45
Clearance and Settlement
S-62
Description of the Guaranties
S-65
Plan of Distribution
S-72
Taxation
S-79
Difficulties of Enforcing Civil Liabilities against Non-U.S Persons
S-85
Legal Matters
S-86
Independent Registered Public Accounting Firm
S-87
5 of 100
3/12/2014 9:09 AM

pbra20140310_424b2.htm - Generated by SEC Publisher for SEC Filing
http://www.sec.gov/Archives/edgar/data/1119639/000129281414000545...

PROSPECTUS

Page
About This Prospectus
2
Forward-Looking Statements
3
Petrobras
4
PifCo
5
PGF
5
The Securities
5
Legal Ownership
6
Description of Debt Securities
8
Description of Mandatory Convertible Securities
27
Description of Warrants
28
Description of the Guaranties
34
Description of American Depositary Receipts
35
Form of Securities, Clearing and Settlement
42
Plan of Distribution
47
Expenses of the Issue
48
Experts
49
Validity of Securities
49
Enforceability of Civil Liabilities
49
Where You Can Find More Information
52
Incorporation of Certain Documents by Reference
53

6 of 100
3/12/2014 9:09 AM

pbra20140310_424b2.htm - Generated by SEC Publisher for SEC Filing
http://www.sec.gov/Archives/edgar/data/1119639/000129281414000545...

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 PGF is offering and certain other matters relating to PGF and Petrobras and Petrobras' financial condition. The second part, the
accompanying prospectus, gives more general information about securities that PGF 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. PGF 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 PGF 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 "PGF" mean Petrobras
Global Finance B.V., a wholly-owned subsidiary of Petrobras. Terms such as "we," "us" and "our" generally refer to both Petrobras
and PGF, unless the context requires otherwise or as otherwise indicated.
References herein to "reais" or "R$" are to the lawful currency of Brazil. References herein to "U.S. dollars" or "U.S.$"
are to the lawful currency of the United States. References herein to "euros" or "" are to the lawful currency of the member states of
the European Monetary Union that have adopted or will adopt the single currency in accordance with the Treaty Establishing the
European Community, as amended by the Treaty on European Union.
S-1
7 of 100
3/12/2014 9:09 AM

pbra20140310_424b2.htm - Generated by SEC Publisher for SEC Filing
http://www.sec.gov/Archives/edgar/data/1119639/000129281414000545...

FORWARD-LOOKING STATEMENTS
Some of the information contained 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, 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;
· our 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;
· global economic conditions;
· our ability to find, acquire or gain access to additional reserves and to develop our current reserves successfully;
· 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 sabotage, wars or embargoes;

S-2
8 of 100
3/12/2014 9:09 AM

pbra20140310_424b2.htm - Generated by SEC Publisher for SEC Filing
http://www.sec.gov/Archives/edgar/data/1119639/000129281414000545...

· 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.
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 undue reliance on any forward-looking statement included in this prospectus
supplement or the accompanying prospectus. 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.

S-3
9 of 100
3/12/2014 9:09 AM

pbra20140310_424b2.htm - Generated by SEC Publisher for SEC Filing
http://www.sec.gov/Archives/edgar/data/1119639/000129281414000545...

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Petrobras is incorporating by reference into this prospectus supplement the following documents that it has filed with the
Securities and Exchange Commission ("SEC"):
(1) The Petrobras Annual Report on Form 20-F for the year ended December 31, 2012, filed with the SEC on April
29, 2013.
(2) The Petrobras Report on Form 6-K furnished to the SEC on February 26, 2014, containing audited consolidated
financial statements as of December 31, 2013 and 2012 and January 1, 2012 and for the years ended December 31, 2013, 2012 and
2011, in U.S. dollars, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the
International Accounting Standards Board (the "Audited Financial Statements"), and our related amendment on Form 6-K/A,
furnished to the SEC on March 10, 2014.
(3) The Petrobras Report on Form 6-K furnished to the SEC on February 26, 2014, announcing Petrobras' 2030
Strategic Plan and Business Plan for 2014-2018.
(4) The Petrobras Reports on Form 6-K furnished to the SEC on the dates indicated below, concerning other recent
developments in our business:
· Report furnished on March 7, 2014 announcing Petrobras' discovery of oil in the Transfer of Rights area.

· Report furnished on March 7, 2014 containing management's report on internal control over financial reporting.

· Report furnished on March 7, 2014 announcing Petrobras' proved reserves of oil, condensate and natural gas in
2013 according to SEC criteria.

· Report furnished on March 6, 2014 announcing Petrobras' oil and natural gas production in January 2014.

· Report furnished on March 6, 2014 announcing 2013 operating results highlights.

· Report furnished on March 3, 2014 announcing names of candidates appointed by Petrobras' controlling and
non-controlling shareholders to its Board of Directors and Fiscal Council in connection with the election to take
place at Petrobras' general and extraordinary shareholders meeting to be held on April 2, 2014.

· Report furnished on March 3, 2014, convening Petrobras' general and extraordinary shareholders meeting to be
held on April 2, 2014.

· Report furnished on February 27, 2014 announcing the approval by Petrobras' Board of Directors of the merger of
Termoaçu S.A., Termoceará Ltda. and Companhia Locadora de Equipamentos Petrolíferos CLEP into Petrobras.

· Report furnished on February 20, 2014 announcing the operation of a new well in the Sapinhoá field, located in the
Santos Basin.
· Report furnished on January 31, 2014 announcing Petrobras' oil and gas production in December 2013 and its
2013 production reported to the Agência Nacional de Petróleo, Gás Natural e Biocombustíveis (National
Petroleum, Natural Gas and Biofuels Agency, or the "ANP").

· Report furnished on January 27, 2014 announcing Petrobras' voluntary separation incentive plan.
S-4
10 of 100
3/12/2014 9:09 AM