Obligation Brazilia 2.625% ( US105756BU30 ) en USD

Brazilia

100 % ▼

Bresil

US105756BU30 ( en USD )

2.625% par an ( paiement semestriel )

04/01/2023 - Obligation échue

Prospectus brochure de l'obligation Brazil US105756BU30 en USD 2.625%, échue

200 000 USD

2 150 000 000 USD

105756BU3

N/A

Le Brésil est un pays d'Amérique du Sud, le plus grand et le plus peuplé du continent, possédant une grande diversité biologique et culturelle.

Le Brésil, en tant qu'émetteur souverain de dette, a récemment complété le cycle de vie d'une de ses obligations libellées en dollars américains, l'instrument de type US105756BU30 (Code CUSIP : 105756BU3) d'un montant total émis de 2 150 000 000 USD, initialement accessible avec une taille minimale d'acquisition de 200 000 USD et offrant un taux d'intérêt fixe de 2,625% avec une fréquence de paiement semi-annuelle, ayant en effet atteint sa maturité le 4 janvier 2023 et été intégralement remboursé à 100% de sa valeur nominale sur le marché.

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/205317/000119312512384874/...
424B5 1 d406082d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-142116 and 333-181500

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 1, 2012)

2.625% Global Bonds due 2023

Brazil will pay interest on the global bonds on January 5 and July 5 of each year, commencing on January 5, 2013. The global
bonds will mature on January 5, 2023.
Brazil may redeem the global bonds before maturity, at par plus the Make-Whole Amount and accrued interest, as described in
the section entitled "Description of the Global Bonds--Optional Redemption" in this prospectus supplement. The global bonds will
not be entitled to the benefit of any sinking fund.
The global bonds will be designated Collective Action Securities and, as such, will contain provisions regarding acceleration
and future modifications to their terms that differ from those applicable to Brazil's outstanding public external indebtedness issued
prior to April 28, 2003. Under these provisions, which are described in the sections entitled "Description of the Global Bonds--
Default; Acceleration of Maturity" and "--Amendments and Waivers" in this prospectus supplement and "Collective Action
Securities" in the accompanying prospectus, Brazil may amend the payment provisions of the global bonds and certain other terms
with the consent of the holders of 75% of the aggregate principal amount of the outstanding global bonds.
Application will be made to list the global bonds on the Luxembourg Stock Exchange and to have the global bonds trade on the
Euro MTF Market.

See "Risk Factors" beginning on page S-8 to read about certain risk factors you should consider
before investing in the global bonds.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Per Global Bond

Total

Public offering price(1)

99.456%

U.S.$1,342,656,000
Underwriting discount

0.25%

U.S.$
3,375,000
Proceeds, before expenses, to Brazil(1)

99.206%

U.S.$1,339,281,000
(1) Plus accrued interest, if any, from September 12, 2012, the date Brazil expects to deliver the global bonds offered by this
prospectus supplement.
The global bonds will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company, or
DTC; the Euroclear System plc, and Clearstream Banking, Luxembourg, société anonyme, against payment on or about September 12,
2012.

1 of 63
9/10/2012 7:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/205317/000119312512384874/...
Joint Lead Managers and Joint Bookrunners

Co-Manager
BB Securities Limited

The date of this prospectus supplement is September 5, 2012.
2 of 63
9/10/2012 7:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/205317/000119312512384874/...
Table of Contents
Brazil has provided only the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus. Brazil has not authorized anyone to provide you with different information. Brazil is not making an
offer of these securities in any state where the offer is not permitted.
This prospectus supplement can only be used for the purposes for which it has been published.
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-3

Risk Factors
S-8

Table of References
S-10
About this Prospectus Supplement
S-11
Forward-Looking Statements
S-12
Use of Proceeds
S-13
Recent Developments
S-14
Description of the Global Bonds
S-22
Global Clearance and Settlement
S-29
Taxation
S-33
Underwriting
S-38
Validity of the Global Bonds
S-42
Official Statements and Documents
S-42
General Information
S-43
Prospectus

Where You Can Find More Information
1

Data Dissemination
1

Use of Proceeds
1

Debt Securities
1

Collective Action Securities
10
Warrants
12
Governing Law
13
Arbitration and Enforceability
13
Plan of Distribution
15
Validity of the Securities
16
Official Statements
16
Authorized Representative
16

S-2
3 of 63
9/10/2012 7:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/205317/000119312512384874/...
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying
prospectus. It is not complete and may not contain all of the information that you should consider before investing in the
global bonds. You should read this entire prospectus supplement and the accompanying prospectus carefully.
The Issuer
Overview
Brazil is the fifth largest country in the world and occupies nearly half the land area of South America. Brazil shares a
border with every country in South America except Chile and Ecuador. The capital of Brazil is Brasília, and the official language
is Portuguese. On December 31, 2010, Brazil's estimated population was 193.3 million.
Brazil is a federative republic with broad powers granted to the federal Government. Brazil is officially divided into five
regions consisting of 26 states and the Federal District, where Brasília is located.
Government
The federal Constitution provides for three independent branches of Government: an executive branch headed by the
President; a legislative branch consisting of the bicameral National Congress; and a judicial branch consisting of the Federal
Supreme Court and lower federal and state courts.
Under the Constitution, the President is elected by direct vote for a four year term and is eligible to be re-elected for a
second four year term. The President's powers include the right to appoint ministers and key executives in selected administrative
posts.
The legislative branch of Government consists of a bicameral National Congress composed of the Senate and the Chamber
of Deputies. The Senate is composed of 81 senators, elected for staggered eight year terms, and the Chamber of Deputies has 513
deputies, elected for concurrent four year terms. Each state and the Federal District is entitled to three senators. The number of
deputies is based on a proportional representation system weighted in favor of the less populated states which, as the population
increases in the larger states, assures the smaller states an important role in the National Congress. During the last election, which
took place on October 3, 2010, 513 deputies and 54 of 81 senators were elected. These officials took office on February 1, 2011.
Judicial power is exercised by the Federal Supreme Court (composed of 11 Justices), the Superior Court of Justice
(composed of 33 Justices), the Federal Regional Courts (appeals courts), military courts, labor courts, electoral courts and the
several lower federal courts and state courts, both appellate and first instance courts. The Federal Supreme Court, whose
members are appointed by the President for life (with mandatory retirement at 70 years of age), has ultimate appellate jurisdiction
over decisions rendered by lower federal and state courts on Constitutional matters.
Following two decades of military governments, in 1985 Brazil made a successful transition to civilian authority and
democratic government. A new Brazilian Constitution was adopted in 1988. In 1989, direct presidential elections were held for
the first time in 29 years. On October 31, 2010, the Workers' Party (PT) candidate, Dilma Vana Rousseff, was elected Brazil's
first female President. She took office on January 1, 2011, replacing the outgoing president, Luiz Inácio Lula da Silva, and has
continued a policy of maintaining strong macro-economic fundamentals.

S-3
4 of 63
9/10/2012 7:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/205317/000119312512384874/...
Table of Contents
SELECTED BRAZILIAN ECONOMIC INDICATORS

2007

2008

2009

2010

2011

The Economy

Gross Domestic Product:

(in billions of constant 2011 Brazilian reais).
R$ 3,577.66 R$ 3,762.68 R$ 3,750.27 R$
4,032.80 R$
4,143.01
(GDP at current prices in U.S.$ billions)(1) .
U.S.$ 1,366.5 U.S.$ 1,650.9 U.S.$ 1,625.6 U.S.$ 2,143.9 U.S.$ 2,475.1
Real GDP Growth (decline)(2) .

6.1%
5.2%
(0.3)%
7.5%
2.7%
Population (millions) .

187.6
189.6
191.5
193.3
194.9
GDP Per Capita(3) .
U.S.$7,282.73 U.S.$8,706.68 U.S.$8,489.82 U.S.$11,093.88 U.S.$12,696.10
Unemployment
Rate(4)
.

7.4%
6.8%

6.8%
5.3%
4.7%
IPCA
(rate
of
change)(5)

4.5%
5.9%

4.3%
5.9%
6.5%
IGP-DI (rate of change)(6)

7.9%
9.1%
(1.4)%
11.3%
5.0%
Nominal Devaluation Rate(7) .

(17.2)%
31.9%
(25.5)%
(4.3)%
12.6%
Domestic Real Interest Rate(8) .

7.10%
6.20%
5.38%
3.66%
4.8%
Balance of Payments (in U.S.$ billions)

Exports .

160.6
197.9
153.0
201.9
256.0
Imports
.

(120.6)
(173.1)
(127.7)
(181.8)
(226.2)
Current Account .

1.6
(28.2)
(24.3)
(47.3)
(52.6)
Capital and Financial Account (net) .

89.1
29.4
71.3
99.7
111.9
Overal Balance (Change in Reserves).

87.5
3.0
46.7
49.1
58.6
Total Official Reserves .

180.3
193.8
238.5
288.6
352.0
Public Finance

Central Government Primary
Balance(9).

2.2%
2.4%

1.3%
2.1%
2.3%
Consolidated Public Sector Primary Balance(10).

3.3%
3.4%
2.0%
2.7%
3.1%
Federal Public Debt (in R$ billions)

Domestic Federal Public Debt (DFPD or DPMFi) .
R$ 1,224.87 R$ 1,264.82 R$ 1,398.42 R$
1,603.94 R$
1,783.06
External Federal Public Debt (EFPD or DPFe) .
R$
108.88 R$
132.51 R$
98.97 R$
90.10 R$
83.29
Federal Public Debt as % of Nominal GDP

37.3%
37.1%
39.9%
42.0%
45.0%
Total Federal Public Debt (in R$ billions)(11)
R$ 1,333.75 R$ 1,397.34 R$ 1,497.39 R$
1,694.04 R$
1,866.35
General Government Gross Debt (GGGD or DBGG) (in R$
billions)(12) .
R$ 1,542.85 R$ 1,740.89 R$ 1,973.42 R$
2,011.52 R$
2,243.60
DBGG as % of GDP .

58.0%
57.4%
60.9%
53.4%
54.2%
Public Sector Net Debt (NPSD or DLSP) (in R$ billions)(13)(14). R$
1,211.76 R$ 1,168.24 R$ 1,362.71 R$
1,475.82 R$
1,508.55
DLSP as % of GDP .

45.5%
38.5%
42.1%
39.2%
36.4%
(1) Converted into U.S. dolars based on the weighted average exchange rate for each year.
(2) Calculated based upon constant average 2010 Brazilian reais.
(3) Not adjusted for purchasing power parity.
(4) Unemployment in the metropolitan areas of Rio de Janeiro, São Paulo, Belo Horizonte, Porto Alegre, Salvador and Recife at the end of the relevant period.
(5) The Extended National Consumer Price Index (Índice de Preços ao Consumidor Amplo, or "IPCA") as reported by the National Bureau of Geography and Statistics
(Fundação Instituto Brasileiro de Geografia e Estatística, or "IBGE").
(6) The General Price Index-Domestic Supply (Índice Geral de Preços-Disponibilidade Interna, or "IGP-DI") is one indicator of inflation. While many inflation indicators are
used in Brazil, the IGP-DI, calculated by the Getúlio Vargas Foundation, an independent research organization, is one of the most widely utilized indices.
(7) Year-over-year percentage appreciation of the U.S. dollar against the Brazilian real (sel side).
(8) Brazilian federal treasury securities deflated by the IPCA and adjusted at each month-end to denote real annual yield.
(9) The Central Government consists of the National Treasury Secretariat, the Social Security System (RGPS) and the Central Bank. The Consolidated Public Sector
consists of the Central Government, Regional the Governments and the Public Enterprises, except Petrobras and Eletrobras.
(10) Primary results represent Government revenues less Government expenditures, excluding interest expenditures on public debt.
(11) Total Federal Public Debt announced by the National Treasury Secretariat.
(12) The General Government Gross Debt (GGGD) pertains to that of the federal, state and municipal governments, both with the private sector and the public financial
sector. However, debts that are the responsibility of state-owned companies (at the three

S-4
5 of 63
9/10/2012 7:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/205317/000119312512384874/...
Table of Contents
levels of government) are not covered by the GGGD category. Although the Central Bank is not an entity whose liabilities figure in this indicator, its open-market

operations committed to the financial sector are classified as general government debt.
(13) The Net Public Sector Debt (NPSD) refers to the total obligations of the non-financial public sector minus its financial assets held by non-financial private agents as wel
as public and private financial agents. For Brazil, unlike for many other countries, net debt includes Central Bank assets and liabilities including, among other items,
international reserves (assets) and the monetary base (liabilities).
(14) NPSD is the main indebtedness indicator used by the Brazilian government when making economic policy decisions and, as compared to GGGD, more adequately
reflects the dynamics of public liabilities and the government's fiscal efforts, which are shown by the consolidated primary balance at all levels. For example, in its fiscal
reports, the federal government general y focuses on the NPSD/GDP ratio, and includes in its Budgetary Guidelines Law (LDO) an annual estimate of this indicator's
evolution for the current year and three subsequent years, based on its expectations about real interest rates, economic growth and primary surplus targets for the whole
public sector.
Sources: IBGE; Getúlio Vargas Foundation; Central Bank of Brazil; National Treasury Secretariat
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed
information appearing elsewhere in this prospectus supplement and the accompanying prospectus.
The Global Bonds

Issuer
Federative Republic of Brazil

Title of Security
2.625% Global Bonds due 2023

Aggregate Principal Amount
U.S.$1,350,000,000.

Maturity Date
January 5, 2023

Interest Rate
2.625% per annum, computed on the basis of a 360-day year of twelve 30-day
months.

Interest Payment Dates
January 5 and July 5 of each year, starting January 5, 2013.

Price to Public
99.456% of the principal amount, plus accrued interest, if any, from
September 12, 2012.

Form
Brazil will issue the global bonds in the form of one or more book-entry
securities in fully registered form, without coupons. Brazil will not issue the
global bonds in bearer form.

Denominations
Brazil will issue the global bonds only in denominations of U.S.$200,000 and
integral multiples of U.S.$1,000 in excess thereof.

Payment of Principal and Interest
Principal and interest on the global bonds will be payable in U.S. dollars or
other legal tender, coin or currency of the United States of America.

Status
The global bonds will rank equal in right of payment with all of Brazil's existing
and future unsecured and unsubordinated external indebtedness.

S-5
6 of 63
9/10/2012 7:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/205317/000119312512384874/...
Table of Contents
Optional Redemption
The global bonds will be subject to redemption at the option of Brazil before
maturity, at par plus the Make-Whole Amount. See "Description of the Global
Bonds--Optional Redemption" in this prospectus supplement. The global bonds
will not be entitled to the benefit of any sinking fund.

Negative Pledge
The global bonds will contain certain covenants, including restrictions on the
incurrence of certain liens.

Default
The global bonds will contain events of default, the occurrence of which may
result in the acceleration of Brazil's obligations under the global bonds prior to
maturity upon notice by holders of at least 25% of the aggregate principal
amount of the outstanding global bonds.

Collective Action Clauses
The global bonds will be designated Collective Action Securities and, as such,
will contain provisions regarding acceleration and voting on amendments,
modifications, changes and waivers that differ from those applicable to Brazil's
outstanding public external indebtedness issued prior to April 28, 2003 and
described in the accompanying prospectus. The provisions described in this
prospectus supplement will govern the global bonds. These provisions are
commonly referred to as "collective action clauses". These provisions are
described in the sections entitled "Description of the Global Bonds--Default;
Acceleration of Maturity" and "--Amendments and Waivers" in this prospectus
supplement and "Collective Action Securities" in the accompanying prospectus.

Listing and Admission to Trading
Application will be made to list the global bonds on the Luxembourg Stock
Exchange and to have the global bonds trade on the Euro MTF Market.

Fiscal Agent
The global bonds will be issued pursuant to a fiscal agency agreement, dated as
of November 1, 1996, as amended by Amendment No. 1 thereto, dated as of
April 28, 2003, Amendment No. 2 thereto, dated as of March 30, 2004,
Amendment No. 3 thereto, dated as of June 28, 2004, and Amendment No. 4
thereto, dated as of August 31, 2011 (as amended, the "fiscal agency
agreement"), between Brazil and The Bank of New York Mellon (successor-
in-interest to JPMorgan Chase Bank, N.A.), as fiscal agent, paying agent,
transfer agent and registrar.

Taxation
For a discussion of the Brazilian and United States tax consequences associated
with the global bonds, see "Taxation--Brazilian Taxation" and "--United States
Federal Income Taxation" in this prospectus supplement and "Debt
Securities--Tax Withholding; Payment of Additional Amounts" in the
accompanying prospectus. Investors should consult their own tax advisors in
determining the non-United States, United States federal, state, local and any
other tax consequences to them of the purchase, ownership and disposition of the
global bonds.

S-6
7 of 63
9/10/2012 7:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/205317/000119312512384874/...
Table of Contents
Further Issues
From time to time, without the consent of holders of the global bonds, and
subject to the required approvals under Brazilian law, Brazil may create and
issue additional debt securities with the same terms and conditions as those of
the global bonds (or the same except for the amount of the first interest payment
and the issue price), provided that such additional debt securities do not have,
for purposes of U.S. federal income taxation (regardless of whether any holders
of such debt securities are subject to the U.S. federal tax laws), a greater amount
of original issue discount than the global bonds have as of the date of issuance
of such additional debt securities. See "Description of the Global Bonds--
Further Issues of the Global Bonds" in this prospectus supplement.

Governing Law
The global bonds will be governed by the laws of the State of New York, except
with respect to the authorization and execution of the global bonds, which will
be governed by the laws of the Federative Republic of Brazil.

Arbitration Clause
The global bonds will be designated Arbitration Clause A Securities and as
such will contain an agreement on the part of Brazil, the fiscal agent and the
holders of the global bonds to arbitrate, without limitation, any dispute,
controversy or claim arising out of or relating to the fiscal agency agreement or
the global bonds, unless the holder elects to bring a claim in a competent court
in Brazil, as may be permitted by the terms of the global bonds. In arbitration
proceedings, Brazil will not raise any defense that it could not raise but for the
fact that it is a sovereign state. Brazil will not waive and expressly reserves any
right to sovereign immunity from any legal process to which it may be entitled in
jurisdictions other than Brazil with respect to the enforcement of any award
rendered by an arbitral tribunal constituted under the terms of the securities. The
provisions described in more detail in the section entitled "Arbitration and
Enforceability in the accompanying prospectus.

S-7
8 of 63
9/10/2012 7:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/205317/000119312512384874/...
Table of Contents
RISK FACTORS
This section describes certain risks associated with investing in the global bonds. You should consult your financial and
legal advisors about the risk of investing in the global bonds. Brazil disclaims any responsibility for advising you on these
matters.
The information in this section is directed to investors who are U.S. residents and does not address risks for investors who
are not U.S. residents. We disclaim any responsibility to advise prospective purchasers who are residents of countries other than
the United States with respect to any matters that may affect the purchase, holding or receipt of payments of the global bonds. If
you are not a U.S. resident, you should consult your own financial and legal advisors.
Risk Factors Relating to the Global Bonds
The price at which the global bonds will trade in the secondary market is uncertain.
Brazil has been advised by the underwriters that they intend to make a market in the global bonds but are not obligated to do so
and may discontinue market making at any time without notice. Application will be made to list the global bonds on the Luxembourg
Stock Exchange and to have the global bonds admitted to trading on the Euro MTF Market. We cannot assure you as to the liquidity of
the trading market for the global bonds. The price at which the global bonds will trade in the secondary market is uncertain.
The global bonds will contain provisions that permit Brazil to amend the payment terms without the consent of all holders.
The global bonds will be designated Collective Action Securities and, as such, will contain provisions regarding acceleration
and voting on future amendments, modifications, changes and waivers, which are commonly referred to as "collective action
clauses." Under these provisions, certain key provisions of the global bonds may be amended, including the maturity date, interest
rate and other payment terms, with the consent of the holders of 75% of the aggregate principal amount of the outstanding global
bonds. See "Description of the Global Bonds--Default; Acceleration of Maturity" and "--Amendments and Waivers" in this
prospectus supplement and "Collective Action Securities" in the accompanying prospectus.
Risk Factors Relating to Brazil
Brazil is a foreign state and accordingly it may be difficult to obtain or enforce judgments or arbitral awards against it.
Brazil has agreed to arbitrate in New York any dispute, controversy or claim arising out of or related to the fiscal agency
agreement, the global bonds or any coupon appertaining thereto. However, Brazil is a foreign state and has not waived any immunity
or submitted to the jurisdiction of any court outside Brazil. As a result, an arbitration proceeding in New York is the exclusive forum
in which a holder may assert a claim against Brazil, unless the holder elects to bring a claim in a competent court in Brazil, as may be
permitted by the terms of the global bonds. In addition, it may not be possible for investors to effect service of process upon Brazil
within their own jurisdiction, obtain jurisdiction over Brazil in their own jurisdiction or enforce against Brazil judgments or arbitral
awards obtained in their own jurisdiction. See "Arbitration and Enforceability" in the accompanying prospectus.
Brazil's economy remains vulnerable to external shocks, including those relative to or similar to the global economic crisis
that began in 2008 and other shocks that could be caused by future significant economic difficulties of its major regional trading
partners or by more general "contagion" effects, each of which could have a material adverse effect on Brazil's economic growth
and its ability to service its public debt.

S-8
9 of 63
9/10/2012 7:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/205317/000119312512384874/...
Table of Contents
Emerging market investment generally poses a greater degree of risk than investment in more mature market economies because
the economies in the developing world are more susceptible to destabilization resulting from domestic and international
developments.
Brazil's economy remains vulnerable to external shocks, including those relative to or similar to the global economic crisis that
began in 2008 and the recent uncertainties surrounding European sovereign debt. Asia and the European Union are Brazil's largest
export markets. While Brazil exports a more diversified bundle of exports, both in terms of products and destinations, relative to its
peers, a significant decline in the economic growth or demand for imports of any of Brazil's major trading partners, such as China, the
European Union, or the United States, could have a material adverse impact on Brazil's exports and balance of trade and adversely
affect Brazil's economic growth.
In addition, because international investors' reactions to the events occurring in one emerging market country sometimes produce
a "contagion" effect, in which an entire region or class of investment is disfavored by international investors, Brazil could be
adversely affected by negative economic or financial developments in other countries. While in recent years Brazil has reduced its
external vulnerability and consolidated sound macroeconomic policies, Brazil has been adversely affected by such contagion effects
on a number of occasions, including following the 1997 Asian financial crisis, the 1998 Russian financial crisis, the 2001 Argentine
financial crisis and the 2008 global economic crisis. Similar developments may affect the Brazilian economy in the future.
We cannot assure you that any crises such as those described above or similar events will not negatively affect investor
confidence in mature market economies, emerging markets or the economies of the principal countries in Latin America, including
Brazil. In addition, we cannot assure you that these events will not adversely affect Brazil's economy and its ability to raise capital in
the external debt markets in the future. See "Forward-Looking Statements" in this prospectus supplement.

S-9
10 of 63
9/10/2012 7:48 AM