Obligation Brazilia 8.875% ( US105756AR10 ) en USD

Brazilia

100 % ▼

Bresil

US105756AR10 ( en USD )

8.875% par an ( paiement semestriel )

14/04/2024 - Obligation échue

Prospectus brochure de l'obligation Brazil US105756AR10 en USD 8.875%, échue

100 000 USD

1 029 030 000 USD

105756AR1

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.

L'Obligation émise par Brazilia ( Bresil ) , en USD, avec le code ISIN US105756AR10, paye un coupon de 8.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2024

Prospectus Supplement to Prospectus dated September 11, 2000.

U.S.$2,150,000,000

The Federative Republic of Brazil
8 7/8% U.S. Dollar-Denominated Global Bonds due 2024 ("Global Bonds")

The Global Bonds will mature at par on April 15, 2024. Brazil will pay interest on the Global Bonds in U.S.
dollars on April 15 and October 15 of each year, commencing on April 15, 2001. Interest on the Global Bonds will
accrue from March 22, 2001. Brazil may not redeem the Global Bonds before maturity. The Global Bonds are direct,
unconditional, unsecured and unsubordinated external indebtedness of Brazil.
U.S.$2,150,000,000 in aggregate principal amount of Global Bonds is being issued pursuant to the recently
conducted invitation of the Federative Republic of Brazil ("Brazil") to the owners of its U.S.$2,933,290,000 USD Par
Series Z-L Bonds due 2024 ("Par Bonds"), U.S.$3,426,428,000 USD Discount Series Z-L Bonds due 2024
("Discount Bonds"), U.S.$5,577,017,000 USD Front-Loaded Interest Reduction with Capitalization Series L Bonds due
2014 ("C Bonds") and U.S.$6,376,151,000 USD Debt Conversion Series L Bonds due 2012 ("DCBs") (collectively, the
"Old Bonds") to submit, in a modified Dutch auction, offers to exchange Old Bonds for a combination of Global Bonds
and a U.S. dollar amount in cash on the terms and subject to the conditions set forth in the prospectus supplement dated
March 7, 2001, the accompanying prospectus dated September 11, 2000 included therein and the related letter of
transmittal (which together constitute the "Invitation"). See Annex A hereto for a summary of the results of the
Invitation.

Application has been made to list the Global Bonds on the Luxembourg Stock Exchange.

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 prospectus to which it
relates. Any representation to the contrary is a criminal offense.

The joint dealer managers for the Invitation are:
Credit Suisse First Boston
Salomon Smith Barney

The date of this Prospectus Supplement is March 14, 2001

TABLE OF CONTENTS
Page
Prospectus Supplement
Introduction ............................................................................................................................................................... S-3
Forward-Looking Statements .................................................................................................................................... S-4
Sovereign Immunity and Arbitration ......................................................................................................................... S-4
Certain Legal Restrictions ......................................................................................................................................... S-5
Summary.................................................................................................................................................................... S-6
Recent Developments ................................................................................................................................................ S-8
The Invitation .......................................................................................................................................................... S-12
Description of the Global Bonds ............................................................................................................................. S-14
Global Clearance and Settlement ............................................................................................................................. S-18
Taxation ................................................................................................................................................................... S-22
Plan of Distribution ................................................................................................................................................. S-29
Jurisdictional Restrictions ........................................................................................................................................ S-31
Validity of the Global Bonds ................................................................................................................................... S-36
General Information ................................................................................................................................................ S-37
Annex A Results of the Invitation .......................................................................................................................... A-1
Prospectus
Where You Can Find More Information ....................................................................................................................... 2
Use of Proceeds ............................................................................................................................................................. 2
Debt Securities ............................................................................................................................................................... 3
Warrants ...................................................................................................................................................................... 10
Governing Law ............................................................................................................................................................ 11
Arbitration and Enforceability ..................................................................................................................................... 11
Plan of Distribution ..................................................................................................................................................... 12
Validity of the Securities ............................................................................................................................................. 13
Official Statements ...................................................................................................................................................... 13
Authorized Representative........................................................................................................................................... 13

Annex A Current Description of Brazil .................................................................................................................. A-1

S-2

INTRODUCTION
You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. Brazil has not authorized anyone to provide you with information
that is different. This document may only be used where it is legal to offer and sell the Global Bonds. The
information in this prospectus supplement and the accompanying prospectus may only be accurate as of the date of
this prospectus supplement or the accompanying prospectus, as applicable. Capitalized terms used but not defined
in this prospectus supplement shall have the meanings specified in the prospectus supplement dated March 7, 2001,
or, if that prospectus supplement does not contain a definition, in the accompanying prospectus dated September 11,
2000.
All references in this document to the joint dealer managers' websites at
http://primedebt.csfb.com/brazilexchange and http://direct2.sbi.com/exchange (the "Invitation Websites"), which are
inserted as inactive textual references to these "uniform resource locators" or "URLs", are for your informational
reference only. Information on the Invitation Websites is not incorporated by reference in this document.
Brazil does not assume responsibility for the information that appears on the Invitation Websites other than
the Invitation and Brazil's Annual Report for 1999 on Form 18-K, which was filed with the U.S. Securities and
Exchange Commission (the "SEC") on September 29, 2000, and other information that Brazil has specifically
authorized for display on the Invitation Websites under the dealer managers agreement described in this prospectus
supplement, and does not intend for that information to be incorporated by reference in this document.
Brazil is furnishing this prospectus supplement and the accompanying prospectus solely for use by
prospective investors and current holders of the Old Bonds in the context of the Invitation and the issuance of the
Global Bonds. After having made all reasonable queries, Brazil confirms that:
the information contained in this prospectus supplement and the accompanying prospectus is true and
correct in all material respects and is not misleading;
it honestly holds the opinions and intentions expressed in this prospectus supplement and the
accompanying prospectus;
to the best of its knowledge and belief, it has not omitted other facts the omission of which makes this
prospectus supplement and the accompanying prospectus as a whole misleading; and
it accepts responsibility for the information it has provided in this prospectus supplement and the
accompanying prospectus.
The Global Bonds are debt securities of Brazil being offered under Brazil's Registration Statement No.
333-12488 filed with the SEC under the U.S. Securities Act of 1933, as amended; the accompanying prospectus is
part of the Registration Statement. The accompanying prospectus provides you with a general description of the
securities that Brazil may offer, and this prospectus supplement contains specific information about the terms of the
Invitation and the Global Bonds. This prospectus supplement also adds, updates or changes information provided or
incorporated by reference in the accompanying prospectus. Consequently, before you invest, you should read this
prospectus supplement together with the accompanying prospectus as well as the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus. Those documents (such as Brazil's
Annual Report for 1999 on Form 18-K, which was filed on September 29, 2000, and all amendments thereto since
then) contain information regarding Brazil, the Global Bonds and other matters. You can inspect those documents at
the office of the SEC.
Until forty days after the date of this Prospectus Supplement, all dealers effecting transactions in the
Global Bonds in the United States, whether or not participating in this distribution, may be required to
deliver a copy of this prospectus supplement and the accompanying prospectus. This is in addition to the
obligation of these dealers to deliver a prospectus in connection with this distribution with respect to their
unsold allotments or subscriptions

S-3

FORWARD-LOOKING STATEMENTS
Brazil has made forward-looking statements in this document. Statements that are not historical facts are
forward-looking statements. These statements are based on Brazil's current plans, estimates, assumptions and
projections. Therefore, you should not place undue reliance on them. Forward-looking statements speak only as of
the date they are made, and Brazil undertakes no obligation to update any of them in light of new information or
future events.
Forward-looking statements involve inherent risks. Brazil cautions you that many factors could affect the
future performance of the Brazilian economy. These factors include, but are not limited to:
external factors, such as:
interest rates in financial markets outside Brazil;
the impact of changes in the credit ratings of Brazil; and
the decisions of international financial institutions, such as the International Monetary Fund,
regarding the terms of their financial assistance to Brazil, and
internal factors, such as:
general economic and business conditions in Brazil;
present and future exchange rates of the Brazilian currency;
foreign currency reserves;
the ability of the Brazilian Government to enact key economic reforms;
the level of domestic debt;
domestic inflation;
the level of foreign direct and portfolio investment; and
the level of Brazilian domestic interest rates.
SOVEREIGN IMMUNITY AND ARBITRATION
Brazil is a foreign sovereign state. Consequently, it may be difficult for you to obtain or realize upon
judgments of courts in the United States against Brazil. Also, under Brazilian law, Brazil is prohibited from
submitting to the jurisdiction of a foreign court to adjudicate any dispute or claim relating to its securities. Brazil
has, however, consented to arbitration in New York City of these disputes or claims in accordance with the
Arbitration Rules of the United Nations Commission on International Trade Law, excluding Article 26 thereof.
For more information, see "Arbitration and Enforceability" in the accompanying prospectus.

S-4

CERTAIN LEGAL RESTRICTIONS
The distribution of materials relating to the Invitation, and the transactions contemplated by the Invitation,
may be restricted by law in certain jurisdictions. If materials relating to the Invitation come into your possession,
you are required by Brazil to inform yourself of and to observe all of these restrictions. The materials relating to the
Invitation do not constitute, and may not be used in connection with, an offer or solicitation in any place where
offers or solicitations are not permitted by law. If a jurisdiction requires that the Invitation be made by a licensed
broker or dealer and any joint dealer manager, or any affiliate of any joint dealer manager, is a licensed broker or
dealer in that jurisdiction, the Invitation shall be deemed to be made by such joint dealer manager or such affiliate on
behalf of Brazil in that jurisdiction. For more information, see "Jurisdictional Restrictions" in this prospectus
supplement.

S-5

SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement. It is not
complete and may not contain all the information that you should consider in connection with the Global
Bonds. You should read the entire prospectus supplement and the accompanying prospectus carefully.

The Global Bonds
Issuer ................................................... The Federative Republic of Brazil.
Securities Offered .............................. 8 7/8% U.S. Dollar-Denominated Global Bonds due 2024.
Issue Amount ..................................... U.S.$2,150,000,000 aggregate principal amount.
Maturity.............................................. The Global Bonds will mature on April 15, 2024.
Interest ................................................ The Global Bonds will bear interest from the Settlement Date at
8 7/8% per year. Brazil will pay interest semi-annually in arrears on
April 15 and October 15 of each year, commencing on April 15,
2001.
Redemption ........................................ Brazil may not redeem the Global Bonds prior to maturity.
Default ................................................ The Global Bonds will contain events of default, the occurrence of
which may result in acceleration of Brazil's obligations under the
Global Bonds prior to maturity, including, without limitation, Brazil's
obligation to pay the outstanding principal amount (that is, the par
value) of the Global Bonds. See "Debt Securities--Default;
Acceleration of Maturity" in the accompanying prospectus.
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 and Estate Taxation"
in this prospectus supplement and "Debt Securities--Payment of
Additional Amounts" in the accompanying prospectus. Brazil
expects the Global Bonds to be issued with original issue discount.
Please see "Taxation--United States Federal Income and Estate
Taxation--Taxation of the Global Bonds" in this prospectus
supplement for more information. Investors should consult their own
tax advisors in determining the foreign, United States federal, state,
local and any other tax consequences to them of the purchase,
ownership and disposition of the Global Bonds.
Further Issues .................................... Brazil may, from time to time, issue further bonds that may form a
single series with the Global Bonds.
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.
Form and Settlement ......................... Brazil will issue the Global Bonds in the form of one or more fully
registered global securities registered in the name of a nominee of
The Depository Trust Company ("DTC") and deposit the global
securities with a custodian for DTC. You may hold a beneficial
interest in the global securities through DTC, Clearstream Banking,
société anonyme, Luxembourg ("Clearstream, Luxembourg") or the

S-6

Euroclear System ("Euroclear"), directly as a participant in one of
those clearing systems or indirectly through financial institutions that
are participants in any of those systems.

As an owner of a beneficial interest in the global securities, you will
generally not be entitled to have the Global Bonds registered in your
name, will not be entitled to receive certificates in your name
evidencing the Global Bonds and will not be considered the holder of
any Global Bonds under the fiscal agency agreement for the Global
Bonds.
Denominations ................................... Brazil will issue the Global Bonds only in denominations of
U.S.$1,000 and integral multiples of U.S.$1,000.
Listing ................................................. Application has been made to list the Global Bonds on the
Luxembourg Stock Exchange.
Markets ............................................... Brazil will offer the Global Bonds for exchange in those jurisdictions
where it is legal to make such offers. For more information, please
see "Certain Legal Restrictions", "Plan of Distribution" and
"Jurisdictional Restrictions" in this prospectus supplement.

S-7

RECENT DEVELOPMENTS
The information included in this section supplements the information about Brazil contained in Brazil's
annual report for 1999 on Form 18-K filed with the SEC on September 29, 2000. To the extent the information in
this section is inconsistent with the information contained in such annual report, the information in this section
replaces such information. Initially capitalized terms not defined in this section have the meanings ascribed to them
in that annual report. Cross-references in this section are to sections in that annual report.
Recent Economic Developments
On October 11, 2000, the Brazilian Senate approved legislation known as the Fiscal Crime Law. The
legislation amends Brazil's Penal Code (Decree Law No. 2,848 of December 7, 1940) and certain other laws to
provide penalties for, among other things, the execution of credit operations in excess of authorized limits, the
ordering of expenditures not authorized by law and administrative infractions of public finance laws. The legislation,
which was approved by the Chamber of Deputies on May 17, 2000, was enacted on October 19, 2000. The Fiscal
Crime Law is a complement to the Fiscal Responsibility Law, which was enacted on May 4, 2000.
On November 28, 2000, the IMF announced that it had completed its sixth review under the IMF-led
support program established in December 1998. The IMF commended the Government for its achievement of a
R$36.7 billion (3.4% of GDP) consolidated public sector primary surplus and "an appropriately cautious" monetary
policy. The Government's November 3, 2000 Memorandum of Economic Policies stated that GDP grew by 3.6%
during the first half of 2000. Employment growth was also strong; according to the Memorandum, employment
expanded by 5.1% during the twelve months ended September 30, 2000. Consumer price inflation, as measured by
IPCA, nevertheless remained subdued, increasing 7.7% during the twelve months ended September 30, 2000.
Brazil's external sector performance also continued to improve. The Memorandum reported that Brazil had
registered a trade surplus of U.S.$0.7 billion during the first nine months of 2000, versus a U.S.$0.8 billion deficit
during the same period in the previous year, and the current account deficit declined to U.S.$15.9 billion for the first
nine months of 2000 from approximately U.S.$17.3 billion during the same period in the previous year. The
Government reported that the current account deficit had been fully financed by foreign direct investment, which
totaled U.S.$21.3 billion during the first nine months of 2000. As a result of the sixth review, the IMF made
available for borrowing up to approximately U.S.$2.135 billion under the standby portion of the IMF facility. As of
October 31, 2000, U.S.$1.8 billion in standby loans remained outstanding under the IMF-led support program.
State and Local Elections
Brazil held local elections on October 1, 2000. In those elections, the ten political parties constituting
President Cardoso's coalition won 4,699 mayoral races, while opposition party candidates won 769. Certain other
mayoral races were decided in runoff elections held on October 29, 2000, when opposition party candidates won 21
of the 31 mayoral races at issue, including that in the Municipality of São Paulo.
The next round of national elections is scheduled to occur in October 2002, at which time Brazil's voters
will elect, among others, a new President.
External Affairs
The presidents of the four Mercosul countries (Argentina, Brazil, Paraguay and Uruguay) and those of
Bolivia and Chile announced on December 15, 2000 that they had agreed to macroeconomic convergence targets
and mechanisms commencing in 2002. Among the targets agreed are those relating to fiscal flows (the annual
variation in consolidated net public sector fiscal debt, as a percentage of GDP), fiscal stock (the three-year average
of the ratio of the consolidated net public sector debt (net of international reserves) to nominal GDP) and inflation.
Mercosul is a common market organization composed of Argentina, Brazil, Paraguay and Uruguay. In 1996, the
Mercosul countries signed agreements with Chile and Bolivia, effective October 1996 and February 1997, for the
development of free trade among them.

S-8

Gross Domestic Product
Brazil's GDP grew by 4.2% in real terms in 2000, an increase from the 0.79% GDP growth in 1999.
Prices
During 2000, the inflation rate (as measured by GPI-DS) rose 9.81%. The broad consumer index (IPCA)
rose 5.97% during 2000, versus the Government's announced target of 6% for 2000.
Unemployment
The unemployment rate stood at 4.83% in December 2000, down from 6.28% in December 1999, 8.05% in
March 2000 and 7.41% in June 2000.
Privatization Program
On October 17, 2000, the State of Paraná sold a controlling interest in Banco do Estado do Paraná S.A.
(Banestado), the former State bank of Paraná, to Banco Itaú S.A. for R$1.625 billion (approximately U.S.$872
million), representing a 302.8% premium over the minimum sale price.
On November 20, 2000, the Government sold 60% of the outstanding common (voting) shares and 30% of
the outstanding preferred (nonvoting) shares of Banco do Estado de São Paulo S.A. (BANESPA) to Banco
Santander Central Hispano of Spain for R$7.05 billion (approximately U.S.$3.6 billion), representing a 281%
premium over the minimum sale price.
Balance of Payments and Foreign Trade
During 2000, exports totaled approximately U.S.$55.1 billion and imports totaled U.S.$55.8 billion,
yielding a trade deficit of approximately U.S.$698 million during that period. The trade deficit reflected in part the
impact of crude oil price increases on Brazil's external accounts. Net service expenditures totaling U.S.$25.7
billion, of which U.S.$15.1 billion represented net interest payments, put further pressure on the current account,
which ended the year with a U.S.$24.6 billion deficit.
On November 17, 2000, the Government announced a series of economic measures intended to increase
exports. Collectively termed the 2001 Export Program, the measures include improvements to the country's ports, a
new consignment system to distribute Brazilian products in strategic markets and the creation of an exemption from
Brazilian taxation for activities to promote Brazilian products abroad, including expenses for international trade fairs
currently taxed at 15%.
Foreign Exchange and International Reserves
As of February 28, 2001, Brazil's international reserves stood at U.S.$35.5 billion, or approximately seven
months of imports of goods.
On February 28, 2001, the real-U.S. dollar exchange rate (sell side) in the commercial exchange market, as
published by the Central Bank of Brazil, was R$2.0452 to U.S.$1.00, down from R$1.8234 to U.S.$1.00 on August
31, 2000, R$1.8437 to U.S.$1.00 on September 30, 2000, R$1.9090 to U.S.$1.00 on October 31, 2000, R$1.9554 to
U.S.$1.00 on December 29, 2000 and R$1.9703 to U.S.$1.00 on January 31, 2001.
On February 5, 2001, the Brazilian National Treasury announced that it would reduce its annual purchases
in the Brazilian foreign exchange markets to $1.2 billion. The National Treasury had previously announced that it
would purchase up to $3.0 billion in foreign exchange in the domestic market. The National Treasury intends to use
the foreign exchange so purchased for the purpose of making principal and interest payments in respect of Brazil's
external debt.

S-9

Foreign Investment
Net foreign investment inflows totaled U.S.$30.6 billion during the first eleven months of 2000, compared
to U.S.$28.3 billion during the same period in the previous year. Of that amount, U.S.$28.3 billion constituted net
direct investment, principally from Spain and the United States. The remaining U.S.$2.3 billion consisted of net
portfolio investment.
Monetary Policy
On January 17, 2001, the Central Bank reduced the Over/Selic rate target to 15.25% from 15.75%,
following a similar reduction in interest rates by the Federal Open Market Committee in the United States. The
Central Bank had previously reduced the Over/Selic rate target to 15.75% from 16.50% on December 20, 2000.
Public Finance
Brazil's consolidated public sector primary surplus stood at R$38.2 billion for 2000, or 3.5% of GDP. The
IMF target for 2000 is a primary surplus of R$36.7 billion. The consolidated public sector nominal deficit (the
difference between the level of consolidated public sector debt in one period and the level of such debt in the
previous period, excluding the effects of the Government's privatization program) for 2000 was equivalent to 4.6%
of GDP.
Public Debt
Brazil's net public sector debt stood at R$563.2 billion (or 49.5% of GDP) on December 31, 2000, up from
R$516.6 billion (or 49.4% of GDP) on December 31, 1999. The interest expense in respect of Brazil's public sector
debt during 2000 represented 8.1% of GDP. Brazil's consolidated net public sector external debt stood at R$111.3
billion on December 31, 2000.
At November 30, 2000, Brazil's U.S. dollar-indexed domestic securities debt totaled approximately
R$113.8 billion, an increase from approximately R$109.5 billion of such securities at December 31, 1999.
On August 31, 2000, the Federal Supreme Court of Brazil decided three lawsuits against the Time-in-
Service Guarantee Fund (FGTS), a fund established to make severance payments to terminated private sector
employees in proportion to their time of service and amounts deposited, and its administrator, Caixa Econômica
Federal, a multiple service bank owned by the federal Government. The plaintiffs in these cases sought damages
for losses resulting from monetary corrections made to individual account balances using inflation indices under five
economic stabilization programs implemented by the Government between 1987 and 1992. The Federal Supreme
Court ruled that the plaintiffs were eligible for damages with respect to two of the five economic plans. The case
was remanded to a lower court for a determination of damages. On September 22, 2000, the Government announced
that it would compensate workers for losses arising from the two economic plans. However, the amount of such
compensation and the timing of the payment have not yet been determined. The Central Bank has estimated that the
liability of the fund and its administrator would amount to approximately R$38 billion if all potential claimants
brought suit for damages arising from the two economic plans and prevailed in such actions.
Certain financial institutions agreed to exchange approximately U.S.$184.7 million aggregate principal
amount of U.S.D Front-Loaded Interest-Reduction with Capitalization Series L Bonds due 2014 for approximately
R$343.6 million aggregate principal amount of real-denominated National Treasury Notes, Series A. The exchange
was completed on October 15, 2000. In addition, certain financial institutions agreed to exchange (i) approximately
U.S.$630,000 aggregate principal amount of U.S.D Debt Conversion Series L Bonds due 2012 for approximately
R$1.21 million aggregate principal amount of real-denominated National Treasury Notes, Series D and (ii)
approximately U.S.$130 million aggregate principal amount of Brazil Investment Bonds due 2013 for approximately
R$254.53 million aggregate principal amount of real-denominated National Treasury Notes, Series A. The
exchanges were completed on November 1, 2000 and November 15, 2000, respectively. The National Treasury
Notes, Series A and Series D are U.S. dollar-indexed domestic Treasury securities.
Since the filing of its annual report for 1999 on Form 18-K on September 29, 2000, Brazil has completed:

S-10