-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RXmdtrLFc3yReTcjDPZFdVHVfDLTO8MFxD8PGUI3GdxVhkgw8UcZsBH37qIImy2T cPAWy0pT2odHqvXR6iZj9g== 0001292814-09-001281.txt : 20090601 0001292814-09-001281.hdr.sgml : 20090601 20090529180953 ACCESSION NUMBER: 0001292814-09-001281 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090601 DATE AS OF CHANGE: 20090529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETROBRAS INTERNATIONAL FINANCE CO CENTRAL INDEX KEY: 0001163371 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33121 FILM NUMBER: 09863041 BUSINESS ADDRESS: STREET 1: ANDERSON SQUARE BUILDING STREET 2: PO BOX 714 THE CAYMAN ISLANDS BWI CITY: GEORGETOWN GRAND CAYMAN STATE: E9 ZIP: 00000 6-K 1 pifcomda1q09_6k.htm MANAGEMENT'S DISCUSSION AND ANALYSIS 1Q09 Provided by MZ Data Products
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of May, 2009
 

PETROBRAS INTERNATIONAL FINANCE COMPANY - PifCo
(Translation of Registrant's name into English)

Cayman Islands
(Jurisdiction of incorporation or organization)
 

Anderson Square Building, P.O. Box 714
George Town, Grand Cayman
Cayman Islands,B.W.I.
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No___X____

INCORPORATION BY REFERENCE

THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM OF F-3ASR OF PETRÓLEO BRASILEIRO S.A. – PETROBRAS (NO. 333-139459) AND PETROBRAS INTERNATIONAL FINANCE COMPANY (NO. 333-139459-01).


MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE-MONTH
PERIOD ENDED MARCH 31, 2009

Forward Looking Statements

This report on Form 6-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not based on historical facts and are not assurances of future results. These forward-looking statements are subject to certain risks and uncertainties, including, but not limited to, our ability to obtain financing, changes by Petróleo Brasileiro S.A. – Petrobras in its use of our services for market purchases of crude oil and oil products, and changes in government regulations applicable to us and Petrobras.

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 herein.

Basis of Presentation

You should read the following discussion of our financial condition and results of operations together with the attached unaudited consolidated financial statements and the accompanying notes for the three-month period ended March 31, 2009, beginning on page F-2. You should also read our audited consolidated financial statements for the year ended December 31, 2008, and the accompanying notes, which are included in our annual report on Form 20-F filed with the United States Securities and Exchange Commission on May 22,2009, but which are not presented in this Form 6-K. The unaudited consolidated financial statements for the three-month period ended March 31, 2009 and March 31, 2008, and the accompanying notes, have been presented in U.S. dollars and prepared in accordance with U.S. GAAP. As a subsidiary of Petrobras, we also prepare our consolidated financial statements in accordance with accounting practices adopted in Brazil.

Overview

We are a wholly-owned subsidiary of Petrobras. Accordingly, our financial condition and results of operations are significantly affected by decisions of our parent company. Our ability to meet our outstanding debt obligations depends on a number of factors, including:

• Petrobras’ financial condition and results of operations;

• the extent to which Petrobras continues to use our services for market purchases of crude oil and oil products;

• Petrobras’ willingness to continue to make loans to us and provide us with other types of financial support;

• our ability to access financing sources, including the international capital markets and third-party credit facilities; and

• our ability to transfer our financing costs to Petrobras.

We earn income from:

• sales of crude oil and oil products to Petrobras;

• sales of crude oil and oil products to third parties and affiliates; and

• the financing of sales to Petrobras, inter-company loans to Petrobras and investments in marketable securities and other financial instruments.


Our operating expenses include:

• cost of sales, which is comprised mainly of purchases of crude oil and oil products;

• selling, general and administrative expenses; and

• financial expense, mainly from interest on our lines of credit and capital markets indebtedness, sales of future receivables and inter-company loans from Petrobras.

Purchases and Sales of Crude Oil and Oil Products

We typically purchase crude oil and oil products in transactions with payment terms of approximately 30 days. Petrobras typically pays for shipments of crude oil and oil products that we sell to it over a period of up to 330 days, which allows Petrobras sufficient time to assemble the necessary documentation under Brazilian law to commence the payment process for its shipments. The difference between the amount we pay for crude oil and oil products and the amount Petrobras pays for that same crude oil and oil products is deferred and recognized as part of our financial income on a straight-line basis over the period in which Petrobras’ payments to us come due.

Results of operations for the three-month period ended March 31, 2009, as compared to the three-month period ended March 31, 2008.

Net (Loss) Income

We had net income of U.S.$108 million in the first three months of 2009 compared to net income of U.S.$52 million in the first three months of 2008.

Sales of Crude Oil and Oil Products and Services

Our sales of crude oil and oil products and services decreased 43.7% to U.S.$5,431 million in the first three months of 2009 compared to U.S.$9,649 million in the first three months of 2008. This decrease was primarily due to lower sales prices resulting from a 54.2% decrease in the average price of Brent crude oil, to U.S.$44 per barrel during the first three months of 2009 compared to U.S.$97 per barrel during the first three months of 2008. This decrease was partially offset by a 25.3% increase in our sales volumes, primarily due to increased trading sales of crude oil and oil products purchased from third parties and affiliates and subsequently sold to Petrobras.

Cost of Sales

Cost of sales decreased 46.2% to U.S.$5,124 million in the first three months of 2009 compared to U.S.$9,528 million in the first three months of 2008. This decrease was proportional to the decrease in sales of crude oil and oil products and services and was primarily due to the same reasons, and also to lower average inventory price formation for oil and oil products acquired in periods of low international prices.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses consist primarily of shipping costs and fees for services, including accounting, legal and rating services. These expenses increased 43.6% to U.S.$145 million in the first three months of 2009 compared to U.S.$101 million in the first three months of 2008. This increase was primarily the result of higher shipping expenses and increased offshore sales caused by changes in international market trends and shipping routes totaling U.S.$113 million during the period.

2


Financial Income

Our financial income consists of the financing of sales to Petrobras, inter-company loans to Petrobras, investments in marketable securities and other financial instruments. Our financial income decreased 2.2% to U.S.$483 million in the first three months of 2009 compared to U.S.$494 million in the first three months of 2008.

Financial Expense

Our financial expense consists of interest paid and accrued on our outstanding indebtedness and other fees associated with our issuance of debt. Our financial expense increased 14.7% to U.S.$531 million in the first three months of 2009 compared to U.S.$463 million in the first three months of 2008. This increase was primarily due to increased derivative expenses for exchange traded contracts resulting from increased offshore sales and volatility in the average price of crude oil and oil products in the international market , as well as increased interest expenses relating to the issuance of U.S.$1,500 million in Global notes in February 2009.

Liquidity and Capital Resources

Overview

We finance our oil trading activities principally from commercial banks, including lines of credit, as well as through inter-company loans from Petrobras and the issuance of notes in the international capital markets.

As an offshore, non-Brazilian company, we are not legally obligated to receive prior approval from the Brazilian National Treasury before incurring debt or registering debt with the Central Bank. As a matter of policy, however, we only issue debt following the recommendation of any of Petrobras’ Chief Financial Officer, Executive Board or Board of Directors, depending on the aggregate principal amount and the tenor of the debt to be issued.

Sources of Funds

Our Cash Flow

At March 31, 2009, we had cash and cash equivalents of U.S.$382 million, as compared to U.S.$288 million at December 31, 2008. Our operating activities used net cash of U.S.$744 million in the first three months of 2009 compared to using net cash of U.S.$2,295 million in the first three months of 2008, primarily due to higher sales of crude oil and oil products and services in 2008, as a result of higher average prices of crude oil and oil products in the international market.

Our investing activities used net cash of U.S.$142 million in the first three months of 2009 compared to providing net cash of U.S.$7,863 million in the first three months of 2008, primarily as a result of the transfer in the first quarter of 2008 of U.S.$8,203 million in notes receivable to Braspetro Oil Services Company-Brasoil, as a consequence of the assumption by Brasoil of our obligations under the notes payable to Petrobras in the same amount.

Our financing activities provided net cash of U.S.$981 million in the first three months of 2009 compared to using net cash of U.S.$6,020 million in the first three months of 2008 due to the assumption by Brasoil of PifCo’s obligations under notes payable to Petrobras in the amount of U.S.$8,231 million as a consequence of the transfer of our notes receivable to Brasoil in the same amount. Additionally, PifCo issued U.S.$1,500 million in Global notes in February 2009, and borrowed U.S.$1,000 million from a line of credit in March 2009.

Accounts Receivable

Accounts receivable from related parties increased 7.7% to U.S.$26,004 million at March 31, 2009, from U.S.$24,155 million at December 31, 2008, primarily as a result of increased trading sales of crude oil and oil products.

3


Our Short-Term Borrowings

Our short-term borrowings are denominated in U.S. dollars and consist of short-term lines of credit, loans from financing institutions and the short-term portion of long-term lines of credit and loans from financing institutions. At March 31, 2009, we had short-term borrowings of U.S.$93 million, consisting of the short-term portion of long-term lines of credit and loans from financing institutions, compared to U.S.$143 million at December 31, 2008. The weighted average annual interest rate on these short-term borrowings was 2.36% at March 31, 2009 compared to 3.59% at December 31, 2008. At December 31, 2008, we had no short-term lines of credit or loans from financing institutions outstanding.

The notes payable consists of notes payable to Petrobras, and decreased 6.1% to U.S.$23,811 million at March 31, 2009, from U.S.$25,353 million at December 31, 2008, as a result of using proceeds from issuance debts.

Our Long-Term Borrowings

At March 31, 2009, we had long-term borrowings outstanding in financing institutions of :

• U.S.$1,626 million in long-term lines of credit due between 2009 and 2017 compared to U.S.$631 million at December 31, 2008. At March 31, 2009, we had utilized all of our available funds from lines of credit to purchase crude oil and oil products on the international market for sale to Petrobras and Petrobras crude oil and oil products exports; and

• U.S.$358 million under the loan agreement with Malha Gas Investment Co. Ltd. (M-GIC), which acts as a Facility Agent for the Japan Bank for International Cooperation (JBIC). This loan bears interest at Libor plus 0.8% per year, payable semi-annually. The principal amount will be paid semi-annually starting on December 15, 2009 through December 15, 2014.

At March 31, 2009, we also had outstanding:

• U.S.$235 million in Senior notes due 2011. The notes bear interest at the rate of 9.75%;

• U.S.$315 million (U.S.$67 million current portion) in connection with Petrobras’ exports prepayment program, U.S.$550 million in 6.436% Senior Trust Certificates due 2015, and U.S.$200 million in 3.748% Senior Trust Certificates due 2013;

• U.S.$5,442 million in Global notes, consisting of U.S.$374 million of Global notes due July 2013 that bear interest at the rate of 9.125% per year; U.S.$577 million of Global notes due December 2018 that bear interest at the rate of 8.375% per year; U.S.$398 million of Global notes due 2014 that bear interest at the rate of 7.75% per year; U.S.$899 million of Global notes due October 2016 that bear interest at the rate of 6.125% per year; and U.S.$1,750 million of Global notes due March 2018 that bear interest at the rate of 5.875% per year; U.S.$1,500 million in Global Notes due March 2019 that bear interest at the rate of 7.875% per year. Interest on these notes is paid semi-annually and the proceeds were used for general corporate purposes, including the financing of the purchase of oil product imports, the repayment of existing trade-related debt and inter-company loans and the financing of the Petrobras Business Plan 2009-2013;

• U.S.$353 million (¥35 billion) in Japanese Yen Bonds issued in September 2006 and due September 2016. The issue was a private placement in the Japanese market with a partial guarantee from the Japan Bank for International Cooperation (JBIC). The bonds bear interest at the rate of 2.15% per year, payable semi-annually. On the same date, we entered into a swap agreement with Citibank, swapping the total amount of this debt to a U.S. dollar-denominated debt.

Our outstanding position at March 31, 2009 in irrevocable letters of credit was U.S.$366 million compared to U.S.$628 million at December 31, 2008, supporting crude oil and oil products imports. At March 31, 2009, we had standby committed facilities available in the amount of U.S.$469 million, which are not committed to any specific use. We have not drawn down amounts under these facilities, and, as of the date of this filing, we have not scheduled a date for the drawdown.

4


In June 2008, PifCo issued a corporate guaranty to International Finance Corporation – IFC in the amount of U.S.$40 million to guarantee a loan contracted by the affiliate company Quattor Petroquímica in connection with Petrobras’ consolidation of petrochemical assets in Southeastern Brazil. Accordingly, Quattor Petroquímica assumed the obligation to pay interest annually, in Reais, at a rate of 1% per year over the amount guaranteed by PifCo up to the maturity date of the loan in 2017, or until certain contractual conditions are reached, whichever comes first. In the event of execution of this guarantee, PifCo has been granted the right to recourse.

The following table sets forth the sources of our current and long-term debt at March 31, 2009 and December 31, 2008:

CURRENT AND LONG-TERM DEBT
 
    March 31, 2009    December 31, 2008 
     
        (in millions of U.S. dollars)    
    Current    Long-term    Current    Long-term 
         
 
Financing institutions    U.S.$93    U.S.$1,984    U.S.$143    U.S.$989 
Senior notes      235    11    235 
Sale of right to future receivables    70    465    70    482 
Assets related to export prepayment                 
     to be offset against sales of right                 
     to future receivables      (150)     (150)
Global notes    75    5,442    76    3,941 
Japanese yen bonds      353      386 
   
    U.S.$243    U.S.$8,329    U.S.$302    U.S.$5,883 
   

The following table sets forth the sources of our capital markets debt outstanding at March 31, 2009:

CAPITAL MARKETS DEBT OUTSTANDING(1)
 
    Principal Amount 
Debt    (in millions of U.S. dollars)
 
9.750% Senior notes due 2011    235 
4.848% Senior trust certificates due 2013 (2)   104 
9.125% Global notes due 2013    374 
7.750% Global notes due 2014    398 
6.436% Senior trust certificates due 2015 (2)   278 
6.125% Global notes due 2016    899 
2.15% Japanese yen bonds due 2016 (3)   353 
8.375% Global notes due 2018    577 
5.875% Global notes due 2018    1,750 
7.875% Global notes due 2019    1,500 
   
 
Total    U.S.$6,468 
   
     

Unless otherwise noted, all debt is issued by us, with support from Petrobras through a standby purchase agreement or a guaranty.

(1)   Does not include Junior trust certificates issued by PF Export Trust in connection with Petrobras’ exports prepayment program, because we are the beneficiary of such Junior trust certificates. 
(2)   Issued in connection with Petrobras’ exports prepayment program. 
(3)   Issued by us on September 27, 2006 in the amount of ¥ 35 billion. 

5


Off Balance Sheet Arrangements

At March 31, 2009, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Subsequent Events

Financing

Between April 20, 2009, and May 20, 2009, we borrowed an aggregate amount of U.S.$3,000 million under lines of credit with Citibank, N.A., HSBC Bank USA, N.A. and JPMorgan Chase Bank, N.A. The loans will mature in 2011 and bear interest at an initial rate of Libor plus spreads reflecting prevailing rates at the time of incurrence. The proceeds will be used by us to purchase Petrobras crude oil and oil products exports.

6


Petrobras International Finance Company
(A wholly-owned subsidiary of Petróleo
Brasileiro S.A. - Petrobras)

Consolidated Financial Statements
March 31, 2009 and 2008 together with Report of
Independent Registered Public Accounting Firm


Petrobras International Finance Company
and subsidiaries
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)

Consolidated Financial Statements

March 31, 2009 and 2008

Contents

Report of Independent Registered Public Accounting Firm 3
Consolidated Balance Sheets 4 - 5
Consolidated Statements of Operations 6
Consolidated Statements of Changes in Stockholder’s (Deficit)/Equity 7
Consolidated Statements of Cash Flows 8
Notes to the Consolidated Financial Statements 9 - 21

2


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Executive Board and Stockholder of
Petrobras International Finance Company

We have reviewed the accompanying condensed consolidated balance sheet of Petrobras International Finance Company and subsidiaries as of March 31, 2009, and the related condensed consolidated statements of operations, cash flows and changes in stockholder’s (defict) / equity for the three-month periods ended March 31, 2009 and 2008. These condensed consolidated financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

May 29, 2009

    
/s/ KPMG Auditores Independentes
KPMG Auditores Independentes

Rio de Janeiro, Brazil

3


Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Consolidated Balance Sheets 
March 31, 2009 and December 31, 2008 
(In thousand of U.S. dollars)
 

    March 31,    December 31, 
Assets    2009    2008 
     
    (Unaudited)    
 
Current assets         
 Cash and cash equivalents (Note 3)   382,092    287,694 
 Marketable securities (Note 4)   2,816,209    2,598,764 
 Trade accounts receivable         
     Related parties (Note 6)   26,003,927    24,155,075 
     Other    534,825    489,799 
 Notes receivable - related parties (Note 6)   1,161,937    1,152,627 
 Inventories (Note 5)   276,318    1,137,179 
 Export prepayments - related parties (Note 6)   396,763    415,843 
 Restricted deposits for guarantees and other    93,760    146,038 
     
 
    31,665,831    30,383,019 
     
 
Property and equipment    1,964    2,143 
     
 
Investments in non-consolidated company (Note 1)   3   
     
 
Other assets         
 Marketable securities (Note 4)   1,917,822    1,999,760 
 Notes receivable - related parties (Note 6)   414,800    412,127 
 Export prepayment - related parties (Note 6)   314,555    331,450 
 Restricted deposits for guarantees and prepaid expenses    219,772    174,299 
     
 
    2,866,949    2,917,636 
     
 
Total assets    34,534,747    33,302,801 
     

See the accompanying notes to the consolidated financial statements.

4


Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Consolidated Balance Sheets 
March 31, 2009 and December 31, 2008 
(In thousand of U.S. dollars, except for number of shares and per share amounts)
 

    March 31,    December 31, 
Liabilities and stockholder’s deficit    2009    2008 
     
    (Unaudited)    
 
Current liabilities         
 Trade accounts payable         
     Related parties (Note 6)   1,717,899    1,712,070 
     Other    907,061    635,977 
 Notes payable - related parties (Note 6)   23,810,710    25,352,728 
 Current portion of long-term debt (Note 7)   158,019    197,769 
 Accrued interest (Note 7)   84,844    103,930 
 Other current liabilities    9,467    9,746 
     
 
    26,688,000    28,012,220 
     
 
Long-term liabilities         
 Long-term debt (Note 7)   8,329,346    5,883,376 
     
 
 
Stockholder’s deficit         
 Shares authorized and issued         
     Common stock - 300,050,000 shares at par value US$ 1    300,050    300,050 
 Additional paid in capital    266,394    266,394 
 Accumulated deficit    (1,012,679)   (1,120,147)
 Other comprehensive income:         
     Loss on cash flow hedge    (36,364)   (39,092)
     
 
    (482,599)   (592,795)
     
 
Total liabilities and stockholder’s deficit    34,534,747    33,302,801 
     

See the accompanying notes to the consolidated financial statements.

5


Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Consolidated Statements of Operations 
March 31, 2009 and 2008 
(In thousand of U.S. dollars, except net income per share amounts)
(Unaudited)
 

    Three-month periods ended 
    March 31, 
   
    2009    2008 
     
 
Sales of crude oil, oil products and services         
     Related parties (Note 6)   3,068,918    5,464,832 
     Other    2,362,248    4,184,372 
     
    5,431,166    9,649,204 
     
Cost of sales         
     Related parties (Note 6)   (2,002,778)   (3,323,422)
     Other    (3,121,525)   (6,204,246)
Selling, general and administrative expenses         
     Related parties (Note 6)   (73,852)   (63,986)
     Other    (71,073)   (37,433)
Other operating expenses    (7,980)  
     
    (5,277,208)   (9,629,087)
     
 
Operating income    153,958    20,117 
     
 
Financial income         
     Related parties (Note 6)   393,314    360,063 
     Hedge results on sales and financial transactions         
         Related parties (Note 6)   1,105    326 
         Other (Note 9)   36,229    55,906 
     Financial investments    48,525    71,268 
     Other    3,627    6,714 
     
    482,800    494,277 
Financial expense         
     Related parties (Note 6)   (338,989)   (331,679)
     Hedge results on sales and financial transactions         
         Related parties (Note 6)   (2,791)   (1,352)
         Other (Note 9)   (67,364)   (12,147)
     Financing    (112,622)   (113,599)
     Other    (9,507)   (4,158)
     
    (531,273)   (462,935)
 
Financial, net    (48,473)   31,342 
 
Exchange variation, net    289    863 
 
Other income/(expense), net    1,694    (482)
     
Net income for the period    107,468    51,840 
     
 
Net income per share for the period - US$    0.35    0.17 
     

See the accompanying notes to the consolidated financial statements.

6


Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Consolidated Statements of Changes in Stockholder’s (Deficit)/Equity 
March 31, 2009 and 2008 
(In thousand of U.S. dollars)
(Unaudited)
 

    Three-month periods ended 
    March 31, 
   
    2009    2008 
     
 
Common stock    300,050    300,050 
     
 
Additional paid in capital         
   Balance at January 1    266,394    53,926 
     Additional paid in capital increase    -    212,468 
     
 
   Balance at end of the period    266,394    266,394 
     
 
Accumulated deficit         
   Balance at January 1    (1,120,147)   (347,549)
       Net income for the period    107,468    51,840 
     
 
   Balance at end of the period    (1,012,679)   (295,709)
     
 
Other comprehensive income         
   Loss on cash flow hedge         
         Balance at January 1    (39,092)   (9,424)
         Change in the period    2,728    (6,849)
     
 
         Balance at end of the period    (36,364)   (16,273)
     
 
Total stockholder’s (deficit)/equity    (482,599)   254,462 
     

See the accompanying notes to the consolidated financial statements.

7


Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Consolidated Statements of Cash Flows 
March 31, 2009 and 2008 
(In thousand of U.S. dollars)
(Unaudited)
 

    Three-month periods ended 
    March 31, 
   
    2009    2008 
     
Cash flows from operating activities         
   Net income for the period    107,468    51,840 
   Adjustments to reconcile net income to net cash         
       used in operations         
       Depreciation, amortization of prepaid expenses and debt amortization    4,719    1,057 
       Loss on inventory (Note 5)   (139,609)    
   Decrease (increase) in assets         
       Trade accounts receivable         
             Related parties    (1,848,852)   (4,141,521)
             Other    (45,026)   (79,192)
       Receipt of export prepayments - related parties    35,975    19,038 
       Other assets    969,457    605,293 
   Increase (decrease) in liabilities         
       Trade accounts payable         
             Related parties    5,829    231,787 
             Other    271,084    861,911 
       Other liabilities    (105,126)   154,855 
     
         
Net cash used in operating activities    (744,081)   (2,294,932)
     
 
Cash flows from investing activities         
   Marketable securities, net    (135,507)   (142,531)
   Notes receivable - related parties, net    (6,512)   8,006,688 
   Property and equipment    15    (842)
     
Net cash (used in)/provided by investing activities    (142,004)   7,863,315 
     
 
Cash flows from financing activities         
   Short-term financing, net of issuance and repayments    -    437,067 
   Proceeds from issuance of long-term debt    2,500,000    735,635 
   Principal payments of long-term debt    (61,645)   (338,272)
   Short-term loans - related parties, net    (1,457,872)   (6,854,098)
     
Net cash provided/(used in) by financing activities    980,483    (6,019,668)
     
 
Increase/(decrease) in cash and cash equivalents    94,398    (451,285)
Cash and cash equivalents at beginning of the year    287,694    674,915 
     
Cash and cash equivalents at end of the period    382,092    223,630 
     
 
Non cash financing activities         
   Capital contribution due to acquisition and sale of Platform P-37 through loans    -    212,468 

See the accompanying notes to the consolidated financial statements.

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Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements
(In thousand of U.S. dollars, except as otherwise indicated)
 

1. The Company and its Operations

Petrobras International Finance Company - (“PifCo” or the “Company”) was incorporated in the Cayman Islands on September 24, 1997 and operates as a wholly-owned subsidiary of Petrobras.

PifCo purchases crude oil and oil products from third parties and sells them at a premium to Petrobras on a deferred payment basis. PifCo also purchases crude oil and oil products from Petrobras and sells them outside Brazil. Accordingly, intercompany activities and transactions, and therefore the Company's financial position and results of operations are affected by decisions made by Petrobras. Additionally, the Company sells oil and oil products to and from third parties and related parties mainly outside Brazil. Commercial operations are carried out under normal market conditions and at commercial prices. PifCo also engages in international capital market borrowings as a part of the Petrobras financial and operating strategy.

The following is a brief description of each of the Company’s wholly-owned subsidiaries:

Petrobras Singapore Private Limited

Petrobras Singapore Private Limited (“PSPL”), based in Singapore, was incorporated in April 2006 to trade crude oil and oil products in connection with the trading activities in Asia.

In 2008, PSPL has taken a 50% participation in PM Bio Trading Private Limited, a joint venture with Mitsui & Co. LTD established in Singapore to trade ethanol and to perform other related activities with a main focus in the japanese market. PM Bio Trading Private Limited is scheduled to commence its operations in 2010.

Petrobras Finance Limited

Petrobras Finance Limited (“PFL”), based in the Cayman Islands, in connection with the Company’s structured finance export prepayment program, whereby PFL purchases fuel oil from Petrobras and sells this product in the international market, including sales to designated customers, in order to generate receivables to cover the sale of future receivables debt.

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Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

1. The Company and its Operations (Continued)

Petrobras Europe Limited

Petrobras Europe Limited (“PEL”), based in the United Kingdom, consolidates Petrobras’ European trade and finance activities. These activities consist of advising on and negotiating the terms and conditions for crude oil and oil products supplied to PifCo, PSPL, Petrobras Paraguay, Petrobras International Braspetro B.V. – PIB BV and Petrobras, as well as marketing Brazilian crude oil and other derivative products exported to the geographic areas in which the Company operates. PEL plays an advisory role in connection with these activities and undertakes no commercial or financial risk.

Bear Insurance Company Limited

Bear Insurance Company Limited (“BEAR”), based in Bermuda, contracts insurance for Petrobras and its subsidiaries.

2. Basis of Financial Statement Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP). Although certain information normally included in consolidated financial statements prepared in accordance with US GAAP has been condensed or omitted, the disclosures are adequate to make the information presented not misleading. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2008 and the notes thereto.

The consolidated financial statements as of March 31, 2009 and for the three-month periods ended March 31, 2009 and 2008, included in this report are unaudited. However, they reflect all normal recurring adjustments that are necessary for a fair presentation of such consolidated financial statements. The results for interim periods are not necessarily indicative of trends or of results to be expected for a full year.

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Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

2. Basis of Financial Statement Presentation (Continued)

The preparation of these consolidated financial statements requires the use of estimates and assumptions that determine the amounts of the assets, liabilities, revenues and expenses reported in the consolidated financial statements, as well as amounts included in the notes thereto.

a. Foreign currency translation

The Company’s functional currency is the U.S. dollar. All monetary assets and liabilities denominated in a currency other than the U.S. dollar are remeasured into the U.S. dollar using the current exchange rates. The effect of variations in the foreign currencies is recorded in the consolidated statement of operations as financial expense or income.

b. Reclassification

Certain reclassifications have been made to prior year financial statements to confirm to current year presentation.

3. Cash and Cash Equivalents

    March 31,    December 31, 
    2009    2008 
     
    (Unaudited)    
 
Cash and banks    154,840    92,857 
Time deposits and short-term investment    227,252    194,837 
     
    382,092    287,694 
     

11


Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

4. Marketable Securities

                Total 
         
            Interest rate    March 31,    December 31, 
    Security    Maturity    per annum    2009 (i)  

2008 (i)

           
                (Unaudited)    
 
Available for Sale (iii)   Clep (ii)   2014    8%    774,300    759,319 
Available for Sale (iii)   Marlim (ii)   2008-2011    7.4% + IGPM(*)   262,897    258,046 
Held to Maturity    Charter (ii)   2009    2.52% up to 4.48%    891,893    884,311 
Held to Maturity    NTS (ii) (iv)   2009-2014    3.12%/3.82%    600,092    595,013 
Held to Maturity    NTN (ii) (iv)   2009-2014    3.12%/3.82%    537,912    533,426 
Held to Maturity    Mexilhão (ii)   2009    3.03% up to 3.75%    446,675    443,878 
Held to Maturity    Gasene (ii)   2009    3.60%/4.13%    378,884    332,512 
Held to Maturity    PDET (ii)   2019    4.86%/4.87%    351,301    355,984 
Held to Maturity    TUM (ii)   2010    3.40%/3.78%/3.82%    490,077    436,035 
           
                4,734,031    4,598,524 
Less: Current balances                (2,816,209)   (2,598,764)
           
                1,917,822    1,999,760 
           

(*)   IGPM - General Market Price Index, calculated by the Brazilian Institute of Economics (IBRE) of the Getulio Vargas Foundation (FGV). 
 
(i)   The balances include interest and principal. 
(ii)   Securities held by the fund respective to the special purposes companies, established to support Petrobras infrastructure projects, are not US exchange traded securities. 
(iii)   Changes in fair value related to the securities classified as available for sale in accordance with FAS 115 are diminimus and were included in the Statement of Operations as financial income or expense. 
(iv)   Notes issued by Nova Transportadora Nordeste - NTN and Nova Transportadora Sudeste - NTS Companies (two Special Purpose Companies of Petrobras related to Malhas Project). 

5. Inventories

    March 31,    December 31, 
    2009    2008 
     
    (Unaudited)    
 
Crude oil    105,536    733,161 
Oil products    170,782    331,827 
LNG    -    72,191 
     
    276,318    1,137,179 
     

Inventory is stated at the lower of cost or market. At March 31, 2009 the inventory was reduced in US$ 5,256 (US$ 144,866 at December 31, 2008), due to the recently declines in the oil international market prices, which was classified as other operating expenses in the statement of operations. The Company adopted the realizable value for inventory impairment purposes.

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Table of Contents

Petrobras International Finance Company and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

6. Related Parties

        Petrobras International    Downstream            
    Petróleo Brasileiro    Braspetro B.V. -    Participações S.A.             
    S.A. -    PIB BV and its    and its        March 31,    December 31, 
    Petrobras    Subsidiaries    subsidiaries    Other    2009    2008 
             
                    (Unaudited)    
Current assets                         
     Marketable securities (iv)         2,816,209    2,816,209    2,598,764 
     Accounts receivable, principally for sales (i) (v)   25,281,347    220,161    502,024    395    26,003,927    24,155,075 
     Notes receivable      1,154,524      7,413    1,161,937    1,152,627 
     Export prepayment    83,366        313,397    396,763    415,843 
     Other      853        853    1,822 
 
Investments in non-consolidated company            3   
 
Other assets                         
     Marketable securities (iv)         1,917,822    1,917,822    1,999,760 
     Notes receivable      414,800        414,800    412,127 
     Export prepayment    314,555          314,555    331,450 
 
Current liabilities                         
     Trade accounts payable    1,569,559    110,329    37,614    397    1,717,899    1,712,070 
     Notes payable (ii)   23,810,710          23,810,710    25,352,728 
     Other      560        560    235 
 
                    For the three-month 
                    periods ended 
           
                    March 31,    March 31, 
Consolidated Statement of operations                    2009    2008 
             
     Sales of crude oil and oil products and services    2,088,785   717,135   262,865   133   3,068,918    5,464,832 
     Purchases (iii)   (1,550,821)   (332,509)   (119,448)     (2,002,778)   (3,323,422)
     Selling, general and administrative expense    (57,185)   (16,219)   (51)   (397)   (73,852)   (63,986)
     Financial income    362,890   20,438   8,244   2,847   394,419    360,063 
     Financial expense    (338,982)   (2,791)     (7)   (341,780)   (331,679)

Commercial operations between PifCo and its subsidiaries and affiliated companies are carried out under normal market conditions and at commercial prices, except for the sales of oil and oil products to Petrobras, which have an extended settlement period consistent with PifCo’s formation as a financing entity, and include finance charges accrued during the extended payment period.

Certain affiliates of PifCo and PFL, which are subsidiaries of Petrobras, serve as agents in connection with export sales to certain customers under the export prepayment program. Those transactions have been classified as related party transactions for purposes of these financial statements.

The transactions were realized to support the financial and operational strategy of the Company's Parent Company, Petróleo Brasileiro S.A. - Petrobras.

(i) Accounts receivable from related parties relate principally to crude oil sales made by the Company to Petrobras, with extended payment terms of up to 330 days.
(ii) Current Liabilities - Notes payable relate to loans executed between the Company and Petrobras. The annual interest is 5.54% .
(iii) Purchases from related parties are presented in the cost of sales section of the statement of operations.
(iv) See Note (4).
(v) Unearned income in connection with finance charges accrued during the extended payment period on commercial operations granted by PifCo to related parties are presented as assets under accounts receivable - related parties.

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Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

7. Financings

    Unaudited         
       
    March 31, 2009    December 31, 2008 
     
    Current    Long-term    Current    Long-term 
         
 
Financial institutions (i)   92,648    1,984,181    142,599    989,181 
Senior notes    5,325    235,350    11,099    235,350 
Sale of right to future receivables    69,825    464,555    69,657    481,450 
Assets related to export prepayment to be offset                 
  against sale of right to future receivables    -    (150,000)     (150,000)
Global notes (ii)   74,983    5,442,390    76,165    3,941,135 
Japanese yen bonds    82    352,870    2,179    386,260 
         
 
    242,863    8,329,346    301,699    5,883,376 
         
 
Financings    -    8,329,346      5,883,376 
Current portion of long-term debt    158,019    -    197,769   
Accrued interests    84,844    -    103,930   
         
 
    242,863    8,329,346    301,699    5,883,376 
         

(i) On March 24, 2009, the Company drewdown US$ 1,000,000 in a line of credit due on March 2011. The Line bear interest at an initial rate of 3 Month Libor + 2.65% per annum, payable quarterly. The proceeds are being used to finance the purchase of oil imports to Petrobras from PifCo.

(ii) On February 11, 2009, the Company issued Global Notes of US$ 1,500,000 due March 2019 in the international capital market. The Notes bear interest at the rate of 7.875% per annum, payable semiannually, beginning on September 15, 2009. The funds are being used for general corporate purposes, including the financing of the Petrobras Business Plan 2009-2013.

This financing had estimated issue cost of US$ 6,280, discount of US$ 25,755 and effective interest rate of 8.187% per annum. These Global Notes constitute general senior unsecured and unsubordinated obligations of PifCo. Petrobras unconditionally and irrevocably guarantees the full and punctual payment.

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Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

7. Financings (Continued)

Long-term maturities    March 31, 
    2009 
   
 
2010    452,713 
2011    1,392,028 
2012    161,798 
2013    536,814 
2014    553,874 
2015    72,200 
Thereafter    5,159,919 
   
    8,329,346 

8. Commitments and Contingencies

(a) Oil purchase contract

In an effort to ensure procurement of oil products for the Company’s customers, the Company currently has several short and long-term normal purchase contracts with maturity date up to 2017, which collectively obligate it to purchase a minimum of approximately 261,566 barrels of crude oil and oil products per day at market prices.

(b) Purchase option - Platforms

The Company has maintained the right to exercise the call option on the existing Subchartered Asset Option Agreement granted by PNBV and has maintained the obligation to purchase the vessels in case PNBV exercises the Put Option, upon the occurance of an event of default, under the same Option Agreement, for the Platforms P-8, P-15, P-32. PifCo also has an obligation to purchase the platforms after the expiration of the Charter terms.

In relation to P-47, PifCo has maintained the right to exercise the call option on the existing Subchartered Asset Option Agreement granted by PNBV and has maintained the obligation to purchase the vessel in case PNBV exercises the Put Option, upon the occurance of an event of default or of the expiration of the Charter.

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Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

8. Commitments and Contingencies (Continued)

(b) Purchase option - Platforms (Continued)

PifCo may designate any affiliate or subsidiary to perform its obligations under this agreement.

(c) Loans agreement

The Company’s outstanding position at March 31, 2009 in irrevocable letters of credit was US$ 366,260, as compared to US$ 627,946 at December 31, 2008, supporting crude oil and oil products imports.

Additionally, the Company had standby committed facilities available in the amount of US$ 468,600 (US$ 546,270 at December 31, 2008), which are not committed to any specific use. PifCo has no drawn down amounts related to these facilities and does not have a scheduled date for the drawdown.

In June 2008, PifCo issued a corporate guarantee to International Finance Corporation – IFC in the amout of US$ 40,000 to back a loan contracted by affiliate company Quattor Petroquímica in connection with Petrobras strategy to consolidate petrochemical assets in the southeast region of Brazil. Accordingly, Quattor Petroquímica assumed the obligation to pay interest annually, in Reais, at a rate of 1% p. a. over the amount guaranteed by PifCo up to the maturity date of the loan in 2017, or until certain contractual conditions are reached, whichever comes first. In the event of execution of this guarantee, PifCo has been granted the right to recourse.

9. Financial Instruments and Risk Management

PifCo’s policy for the risk management of the price of oil and oil products consists basically in protecting the margins in some specific short-term positions. Future contracts, swaps and options are the instruments used in these economic hedge operations which are tied to actual physical transactions. Positive and negative results are offset by the reverse results of the actual physical market transaction and they are recorded in the statement of operations as financial income and financial expense. The Company’s derivative instruments are recorded in the consolidated balance sheet at their fair value.

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Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

9. Financial Instruments and Risk Management (Continued)

For exchange-traded contracts, fair value is based on quoted market prices. For non-exchange traded contracts, fair value is based on dealer quotes, pricing models or quoted prices for instruments with similar characteristics. The transaction price is used as the initial fair value of the contracts.

The commodity derivatives contracts are reflected at fair value as either assets or liabilities on the Company’s consolidated balance sheets recognizing gain or losses in earnings, using market to market accounting, in the period of change.

As of March 31, 2009, the Company had the following outstanding commodity derivative contracts that were entered into:

   
Commodity Contracts    Notional amount in thousands of bbl* 
   
Maturity 2009    March 31, 2009    December 31, 2008 
     
 
Futures and Forwards contracts         
Crude oil and oil Products    (82)   (2,704)
     
* A negative notional amount represents a short position     

Cash Flow Hedge

In September 2006, the Company contracted a hedge known as a cross currency swap for coverage of the bonds issued in Yens in order to fix the Company’s costs in this operation in dollars. In a cross currency swap there is an exchange of interest rates in different currencies. The exchange rate of the Yen for the US dollar is fixed at the beginning of the transaction and remains fixed during its existence. The Company does not intend to settle these contracts before the end of the term.

The Company has elected to designate its cross currency swap as cash flow hedges. Both at the inception of a hedge and on an ongoing basis, a cash flow hedge must be expected to be highly effective in achieving offsetting cash flows attributable to the hedged risk during the term of the hedge. Derivative instruments designated as cash flow hedges are reflected as either assets or liabilities on the Company’s consolidated balance sheets. Change in fair value, to the extend the hedge is effective, are reported in accumulated other comprehensive income until the forecasted transaction occurs.

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Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

9. Financial Instruments and Risk Management (Continued)

Cash Flow Hedge (Continued)

Effectiveness tests are conducted quarterly in order to measure how the changes in the fair value or the cash flow of the hedge items are being absorbed by the hedge mechanisms. The effectiveness calculation indicated that the cross currency swap is highly effective in offsetting the variation in the cash flow of the bonds issued in Yens.

As of March 31, 2009, the Company had the following cross currency swap, which was entered into:

Cross Currency Swaps         
        Notional Amount 
Maturing in 2016    %    in thousand (JPY)
     
 
Fixed to fixed        35,000,000 
Average Pay Rate (USD)   5.69     
Average Receive Rate (JPY)   2.15     

At March 31, 2009, the over the counter foreign exchange derivative contract, presented a maximum estimated loss per day (VAR – Value at Risk), calculated at a reliability level of 95%, of approximately US$ 22,650.

PifCo designates at inception whether the derivative contract will be considered hedging or non-hedging for SFAS 133 accounting purposes. Non-hedging derivatives that are considered economic hedges, but not designated in a hedging relationship for accounting purposes, are recorded as other current assets or liabilities, with changes in fair value recorded as financial income or financial expense.

The effect of derivative instruments on the statement of financial position for the period ended 31, March 2009.

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Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

9. Financial Instruments and Risk Management (Continued)

Cash Flow Hedge (Continued)

    March 31, 2009    December 31, 2008 
     
    Asset Derivatives    Liability Derivatives    Asset Derivatives    Liability Derivatives 
         
    Balance Sheet        Balance Sheet        Balance Sheet        Balance Sheet     
    Location   Fair Value    Location    Fair Value    Location       Fair Value    Location    Fair Value 
                   
 Derivatives designated as                                 
 hedging instruments under                                 
 SFAS 133                                 
    Foreign exchange contracts                                 
    Other current                Other current             
        Cross currency swap    assets    18,617          assets    47,278       
 
 Derivatives not designated as                                 
 hedging instruments under                                 
 SFAS 133                                 
    Other current        Other current        Other current        Other current     
    Commodity contracts    assets    3,536    liabilities    3,790    assets    38,513   liabilities    1,101 
                                 
                   
 Total Derivatives        22,153        3,790        85,791        1,101 
                 
 
 
 
 
            Amount of Gain or (Loss) Reclassified 
    Amount of Gain or (Loss) Recognized      from Accumulated OCI into Income 
    in OCI (Effective Portion)     (Effective Portion)
                       
            Location of Gain or (Loss)        
 Derivatives in SFAS 133 -            Reclassified from         
Cash Flow Hedging            Accumulated OCI into         
Relationship    March 31, 2009    March 31, 2008    Income (effective portion)   March 31, 2009     March 31, 2008 
               
 
            Hedge on sales and financial         
Foreign exchange contracts    (33,579)   28,982   transactions, net                 36,307   (35,831)
                       

 

        Amount of Gain or (Loss) Recognized in 
        Income 
     
Derivatives Not Designated as    Location of Gain or         
Hedging Instruments under    (Loss) Recognized in         
SFAS 133    Income    March 31, 2009    March 31, 2008 
       
 
Commodity contracts    Financial income    37,334    56,232 
    Financial expense    (70,155)   (13,372)
       
Total        (32,821)   42,860 
       

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Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

9. Financial Instruments and Risk Management (Continued)

Cash Flow Hedge (Continued)

PifCo had written put options in the past that allows the holder of the options to sell a floating number of heavy fuel oil volumes at a minimum price of US$14/barrel. Such option had served as an economic hedge on related future sales of receivables under the structured finance export prepayment program; the intent of which was to ensure that physical barrels delivered under the structured finance export prepayment program generate sufficient cash proceeds to repay related financial obligations. Given the low strike price relative to the market the fair value of these options is immaterial at March 31, 2009 and 2008.

Fair Value

Fair values are derived either from quoted market prices available, or, in their absence, the present value of expected cash flows. The fair values reflect the cash that would have been received or paid if the instruments were settled at year end. Fair values of cash and cash equivalents, trade receivables, short-term debt and trade payables approximate their carrying values.

At March 31, 2009 and December 31, 2008 the Company’s long-term debt was US$ 8,329,346 and US$ 5,883,376 respectively, and had estimated fair values of approximately US$ 8,488,000 and US$ 5,625,000, respectively.

The Company’s long-term asset related to the export prepayment program was US$ 314,555 and US$ 331,450 at March 31, 2009 and December 31, 2008, and had fair values of US$ 313,700 and US$ 335,100, respectively.

The disclosure requirements of SFAS No. 157 and FSP FAS 157-2 were applied to the Company’s derivative instruments and certain marketable securities recognized in accordance with SFAS-115.

The Company’s commodities derivatives and marketable securities fair values were recognized in accordance with exchanged quoted prices as the balance sheet date for identical assets and liabilities in active markets, and, therefore, were classified as level 1.

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Table of Contents

Petrobras International Finance Company 
and subsidiaries 
(A wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras)
 
Notes to the Consolidated Financial Statements (Continued)
(In thousand of U.S. dollars, except as otherwise indicated)
 

9. Financial Instruments and Risk Management (Continued)

Fair Value (Continued)

The fair values of cross currency swaps were calculated using observable interest rates in JPY and USD for the full term of the contracts, and, therefore, were classified as level 2.

The fair value hierarchy for our financial assets and liability accounted for at fair value on a recurring basis at March 31, 2009, was:

    Level 1    Level 2    March 31, 2009 
       
Assets             
Marketable securities - available for sale    1,037,197      1,037,197 
Derivatives    3,536    18,617    22,153 
 
Liability             
Derivatives    3,790      3,790 

10. Subsequent Events

Financings

Between April 20, 2009, and May 20, 2009, PifCo borrowed an aggregate amount of US$ 3,000,000 under lines of credit with Citibank, N.A., HSBC Bank USA, N.A. and JPMorgan Chase Bank, N.A. The loans will mature in 2011 and bear interest at an initial rate of Libor plus spreads reflecting prevailing rates at the time of incurrence. The proceeds will be used by PifCo to purchase Petrobras crude oil and oil products exports.

* * *

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SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 29, 2009

 
PETROBRAS INTERNATIONAL FINANCE COMPANY-PifCo
By:
/S/  Daniel Lima de Oliveira

 
Daniel Lima de Oliveira
Chairman of the Board
 

 

 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.


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