Obligation Brazilia 5.875% ( US105756BQ28 ) en USD

Brazilia

100 % ⇌

Bresil

US105756BQ28 ( en USD )

5.875% par an ( paiement semestriel )

15/01/2019 - Obligation échue

Prospectus brochure de l'obligation Brazil US105756BQ28 en USD 5.875%, échue

100 000 USD

2 300 000 000 USD

105756BQ2

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 US105756BQ28, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2019

Final Prospectus Supplement
Page 1 of 63
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-142116
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 8, 2007)
U.S.$1,025,000,000

Federative Republic of Brazil
5.875% Global Bonds due 2019

Brazil will pay interest on the global bonds on January 15 and July 15 of each year, commencing on July 15, 2009. The
global bonds will mature on January 15, 2019.
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 much of Brazil's outstanding public
external indebtedness. 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-7 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)

98.135%
U.S.$1,005,883,750
Underwriting discount

0.250%
U.S.$2,562,500
Proceeds, before expenses, to Brazil(1)

97.885%
U.S.$1,003,321,250

(1) Plus accrued interest, if any, from January 13, 2009, 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 January 13, 2009.
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Joint Lead Managers and Joint Bookrunners

Goldman, Sachs & Co.
Merrill Lynch & Co.

Co-Manager
BB Securities Ltd.
The date of this prospectus supplement is January 6, 2009.
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Table of Contents
In making your investment decision, you should rely only on 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-2
Risk Factors

S-7
Table of References
S-10
About This Prospectus Supplement
S-11
Forward-Looking Statements
S-12
Use of Proceeds
S-13
Recent Developments
S-13
Description of the Global Bonds
S-18
Global Clearance and Settlement
S-25
Taxation
S-29
Underwriting
S-33
Validity of the Global Bonds
S-37
Official Statements and Documents
S-37
General Information
S-38
Prospectus
Where You Can Find More Information

1
Data Dissemination

1
Use of Proceeds

1
Debt Securities

2
Collective Action Securities

10
Warrants

12
Governing Law

13
Arbitration and Enforceability

13
Plan of Distribution

14
Validity of the Securities

15
Official Statements

15
Authorized Representative

15

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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, 2007, Brazil's estimated population was 189.3 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 Brazil's capital, 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, composed of the Chamber of Deputies and
the Senate; 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. A constitutional amendment adopted in June 1997
permits the re-election for a second term of the President and certain other elected officials. 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.
The 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. The Federal Supreme Court, whose members are appointed for life by the
President, 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. After winning a runoff election with 61% of the vote on October 27, 2002, Luiz
Inácio Lula da Silva assumed the presidency of Brazil on January 1, 2003. As President, Mr. da Silva has initiated a
series of social programs, including a "Zero Hunger" campaign, which is

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intended to eradicate famine and address poverty in the country, a "Bolsa Família" program that provides assistance to
impoverished families and a "First Job" program aimed at facilitating young persons' entry into the labor market. He has
also secured reforms of the tax, pension and judicial systems, moved to establish a framework for public-private
partnerships, introduced a regulatory framework for investment in, among others, the electricity sector and secured
amendments to the country's bankruptcy law. Finally, the da Silva administration's economic policy has been
characterized by fiscal discipline, a floating exchange rate and inflation targeting. Among the da Silva administration's
first initiatives was an increase in the consolidated public sector primary surplus target from 3.75% of real gross
domestic product ("GDP") in 2002 to 4.25% of GDP in each of 2003, 2004, 2005 and 2006. On September 22, 2004, the
Government announced that it had raised its primary surplus target for 2004 to 4.5% of GDP from 4.25% of GDP due to
better than expected fiscal revenues. The Government maintained its primary surplus target of 4.25% of GDP for 2006.
On December 22, 2006, the National Congress approved the 2007 budget. On March 21, 2007, the Fundação Instituto
Brasileiro de Geografia e Estatística ("IBGE") revised its methodology for calculating GDP and restated historic GDP
data since 1995. As a result, Brazil's real GDP growth for the years 2000 through 2005 was revised upward. On
February 29, 2007, the Government announced that, following the release of new GDP numbers using the new
methodology, the primary surplus target would be determined in nominal terms and not in proportion to GDP. The
nominal target for 2007 was set at R$95.9 billion, which represents approximately 3.8% of GDP according to the new
methodology and remains unchanged from the nominal target established before the release of the new GDP numbers by
the IBGE. The primary surplus in 2007 reached R$101.6 billion, or approximately 4.0% of GDP. The Government
decided on April 4, 2008 to forego spending $19.4 billion in resources allocated in the 2008 budget. The cut was
intended to ensure the achievement of the primary surplus goal, which was equivalent to 3.8% of GDP. On August 14,
2008, President Lula signed the budget directives law, or LDO, for 2009. The LDO includes, among other things, a
provision that allows the President to use funds of up to R$15.6 billion for additional investment in the pilot program for
selected infrastructure and other public projects in 2009. On December 29, 2008 President Lula signed the annual budget
law, or LOA, for 2009. The nominal target for 2009 was set at 3.8%.
Mr. da Silva was reelected for a second four-year term as President in a runoff election on October 29, 2006. On
January 1, 2007, Mr. da Silva took the oath of office for a second four-year term. President da Silva's Minister of
Finance is Guido Mantega, who has served in that position since March 28, 2006.
SELECTED BRAZILIAN ECONOMIC INDICATORS

2003

2004
2005
2006

2007
The Economy

Gross Domestic Product:

(in billions of constant
2007 reais)

R$
2,168.132
R$
2,291.982
R$
2,364.402
R$
2,458.292
R$
2,597.611
(GDP at current prices in
U.S.$ billions)(1)
U.S.$
553.6
U.S.$
663.8
U.S.$
882.4
U.S.$ 1,088.51
U.S.$ 1,333.82
Real GDP Growth (decline)(2)

1.1%
5.7%
3.2%
3.97%
5.67%
Population (millions)

178.99
181.59
184.18
186.77
189.3
GDP Per Capita(3)

U.S.$ 3,093.0
U.S.$ 3,655.5
U.S.$ 4,791.1
U.S.$ 5,739.51
U.S.$ 6.940,84
Unemployment Rate(4)

10.9% 9.6%
8.3%
8.4% 7.4%
IGP-DI (rate of change)(5)

7.7%
12.1%
1.2%
3.8%
7.9%
Nominal Devaluation Rate(6)

(18.2)
(8.1)
(11.8)
(8.7)
-17.2
Domestic Real Interest Rate(7)

14.6% 3.7%
17.6%
10.9% 3.7%

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2003

2004
2005
2006

2007
Balance of Payments (in U.S.$
billions)

Exports

73.1
96.5
118.3
137.8
160.6
Imports

48.3
62.8
73.6
91.4
120.6
Current Account

4.2
11.7
14.0
13.6
1.5
Capital and Financial Account (net)

5.1
(7.5)
(9.5)
16.0
89.2
Change in Total Reserves

11.5
3.6
0.9
32.0
94.5
Total Official Reserves

49.3
52.9
53.8
85.8
180.3
Public Finance

Financial Surplus (Deficit) as % of
GDP(8)

(4.6)%
(2.4)%
(3.0)%
(3.0)%
(2.3)%
Primary Surplus (Deficit) as % of
GDP(9)

3.9
4.2
4.4
3.9
4.0
Public Debt (in billions)

Gross Internal Debt (Nominal)(10)
U.S.$347.0
U.S.$417.6
U.S.$538.5
U.S.$674.2
U.S.$
975.1
Gross External Debt (Nominal)(11)

86.0
81.3
76.5
56.1
43.2
Public Debt as % of Nominal GDP

71.7%
65.0%
66.7%
65.4%
66.9%
Internal Debt

57.5%
54.4%
58.4%
60.7%
64.0%
External Debt

14.3%
10.6%
8.3%
5.0%
2.8%
Total Public Debt (Nominal)(12)

U.S.$433.1
U.S.$498.8
U.S.$615.0
U.S.$730.3
U.S.$1,018.30
(1) Converted into U.S. dollars based on the weighted average exchange rate for each year.
(2) Calculated based upon constant average 2007 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 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.
(6) Year-on-year percentage appreciation of the U.S. dollar against the Brazilian real (sell side).
(7) Brazilian federal treasury securities deflated by the IGP-DI and adjusted at each month-end to denote real annual yield.
(8) Financial results represent the difference between the consolidated public sector debt in one period and the consolidated public sector debt in the previous
period, excluding the effects of the Government's privatization program and the effect of exchange rate fluctuations on the debt levels between periods.
(9) Primary results represent Government revenues less Government expenditures, excluding interest expenditures on public debt.
(10) Presents debt on a consolidated basis, which is calculated as the gross internal debt less credits between governmental entities.
(11) Not including external private debt. Consolidated external private debt as of December 31, 2007 was U.S.$84.8 billion.
(12) Consolidated gross public sector debt.
Sources: IBGE; Getúlio Vargas Foundation; Central Bank; Secretaria do Tesouro Nacional

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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
5.875% Global Bonds due 2019

Aggregate Principal Amount
U.S.$ 1,025,000,000

Maturity Date
January 15, 2019

Interest Rate
5.875% per annum, computed on the basis of a 360-day year of twelve 30-
day months.

Interest Payment Dates
January 15 and July 15 of each year, starting July 15, 2009

Price to Public
98.135% of the principal amount, plus accrued interest, if any, from
January 13, 2009.

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.$100,000
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.

Optional Redemption
The global bonds will be subject to redemption at the option of Brazil
before maturity. 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.

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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 much of Brazil's outstanding public external indebtedness
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, and Amendment No. 3 thereto, dated as of June 28, 2004,
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 and Estate Taxation" in this prospectus
supplement and "Debt Securities--Payment of Additional Amounts" in the
accompanying prospectus. 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
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.

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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.
The global bonds are a new issuance of securities with no established trading market. 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 trade on the Euro MTF Market. No assurance can be given 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 against it.
Brazil is a foreign state. As a result, it may not be possible for investors to effect service of process within their own
jurisdiction upon Brazil or to enforce against Brazil judgments obtained in their own jurisdiction. See "Arbitration and
Enforceability" in the accompanying prospectus.
Current account deficits may leave Brazil vulnerable to external shocks and reductions in foreign direct investment.
Brazil recorded current account deficits from 1993 to 2002. Although Brazil was able to finance most of its current
account deficit during these years through direct foreign investment, Brazil's recurring current account deficits and the need
to finance them have left Brazil vulnerable at times to external shocks and reductions in foreign direct investment. Although
such solvency indicators as the ratio of debt service payments to exports and the ratio of international reserves to total debt
have improved and Brazil registered current account surpluses from 2003 through 2007, Brazil cannot assure you that such
current account deficits will not return in the future.

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