Obligation BRAZILIAN FEDERATIVE REPUBLIC 4.875% ( US105756BS83 ) en USD

BRAZILIAN FEDERATIVE REPUBLIC

100 % ⇌

Bresil

US105756BS83 ( en USD )

4.875% par an ( paiement semestriel )

22/01/2021 - Obligation échue

Prospectus brochure de l'obligation FEDERATIVE REPUBLIC OF BRAZIL US105756BS83 en USD 4.875%, échue

100 000 USD

2 987 500 000 USD

105756BS8

La République fédérative du Brésil est une république fédérale d'Amérique du Sud composée de 26 États, un district fédéral et plus de 5 500 municipalités.

L'Obligation émise par BRAZILIAN FEDERATIVE REPUBLIC ( Bresil ) , en USD, avec le code ISIN US105756BS83, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/01/2021

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 8, 2007)
U.S.$825,000,000
Federative Republic of Brazil
4.875% Global Bonds due 2021
Brazil will pay interest on the global bonds on January 22 and July 22 of each year, commencing on January 22, 2012. The global
bonds will mature on January 22, 2021.
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 a further issuance of, and will be consolidated to form a single series with, the U.S.$2,162,500,000 aggregate
principal amount of Brazil's outstanding 4.875% Global Bonds due 2021 issued on April 22, 2010, August 3, 2010 and July 14, 2011. The
total aggregate principal amount of the previously issued global bonds and the global bonds now being issued will be U.S.$2,987,500,000.
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 has been made to list the global bonds on the Luxembourg Stock Exchange and to have the global bonds, together with the
previously issued 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)............................................................................
110.997%
U.S.$915,725,250
Underwriting discount ...........................................................................
0.25%
U.S.$2,062,500
Proceeds, before expenses, to Brazil(1)...................................................
110.747%
U.S.$913,662,750
(1)
Plus accrued interest totaling U.S.$18,321,875, or U.S.$22.208 per U.S.$1,000 principal amount of global bonds, from
July 22, 2011 to, but not including January 6, 2012, the date Brazil expects to deliver the global bonds offered by this
prospectus supplement, and any additional interest from January 6, 2012.
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 6, 2012.
Joint Lead Managers and Joint Bookrunners

BNP PARIBAS
Co-Manager
BB Securities Limited
The date of this prospectus supplement is January 3, 2012.

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-9
About This Prospectus Supplement .............................................................................................................................................
S-10
Forward-Looking Statements.......................................................................................................................................................
S-11
Use of Proceeds ...........................................................................................................................................................................
S-12
Recent Developments ..................................................................................................................................................................
S-13
Description of the Global Bonds..................................................................................................................................................
S-19
Global Clearance and Settlement .................................................................................................................................................
S-26
Taxation .......................................................................................................................................................................................
S-30
Underwriting................................................................................................................................................................................
S-35
Validity of the Global Bonds .......................................................................................................................................................
S-39
Official Statements and Documents.............................................................................................................................................
S-39
General Information.....................................................................................................................................................................
S-40
Prospectus
Where You Can Find More Information......................................................................................................................................
1
Data Dissemination......................................................................................................................................................................
1
Use of Proceeds ...........................................................................................................................................................................
1
Debt Securities .............................................................................................................................................................................
2
Collective Action Securities ........................................................................................................................................................
9
Warrants.......................................................................................................................................................................................
11
Governing Law ............................................................................................................................................................................
11
Arbitration and Enforceability .....................................................................................................................................................
11
Plan of Distribution......................................................................................................................................................................
12
Validity of the Securities .............................................................................................................................................................
13
Official Statements ......................................................................................................................................................................
13
Authorized Representative...........................................................................................................................................................
13
S-1

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, composed of the Senate and Chamber of Deputies; 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. A constitutional amendment adopted in
June 1997 permits 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. 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.
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 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 3, 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-2

SELECTED BRAZILIAN ECONOMIC INDICATORS
2006
2007
2008
2009
2010
The Economy
Gross Domestic Product:
(in billions of constant 2009 Brazilian reais) ..... .
R$3,084.3
R$3,272.2
R$3,441.1
R$3,418.9
R$3,675.0
(GDP at current prices in U.S.$ billions)(1) ....... .
U.S.$1,088.8
U.S.$1,366.5
U.S.$1,636.0
U.S.$1,577.3
U.S.$2,089.8
Real GDP Growth (decline)(2)............................... .
4.0%
6.1%
5.2%
(0.6)%
7.5%
Population (millions).............................................. .
185.6
187.6
189.6
191.5
193.3
GDP Per Capita(3) ................................................. .
U.S.$5,868.1
U.S.$7,108.3
U.S.$8,297.6
U.S.$8,237.2
U.S.$10,814.0
Unemployment Rate(4).......................................... .
8.4%
7.4%
6.8%
6.8%
5.3%
IPCA (rate of change) (5) .......................................
3.1%
4.5%
5.9%
4.3%
5.9%
IGP-DI (rate of change)(6) ......................................
3.8%
7.9%
9.1%
(1.4)%
11.3%
Nominal Devaluation Rate(7) ................................ .
(8.7)%
(17.1)%
31.9%
(25.2)%
(4.3)%
Domestic Real Interest Rate(8) .............................. .
10.9%
3.7%
3.1%
11.5%
(1.4)%
Balance of Payments (in U.S.$ billions)
Exports................................................................... .
137.8
160.6
197.9
153.0
201.9
Imports................................................................... .
(91.4)
(120.6)
(173.1)
(127.7)
(181.7)
Current Account..................................................... .
13.6
1.6
(28.2)
(24.3)
(47.4)
Capital and Financial Account (net)....................... .
16.3
89.1
29.4
71.3
100.1
Overall Balance (Change in Reserves) ................... .
30.6
87.5
3.0
46.7
49.1
Total Official Reserves .......................................... .
85.8
180.3
193.8
238.5
288.6
Public Finance
Financial Surplus (Deficit) as % of GDP(9)........... .
(3.6)%
(2.8)%
(2.0)%
(3.3)%
(2.6)%
Primary Surplus (Deficit) as % of GDP(10)........... .
3.2%
3.3%
3.4%
2.0%
2.8%
Public Debt (in billions)
Gross Internal Debt (Nominal)(11) ........................ .
U.S.$681.8
U.S.$984.2
U.S.$800.9
U.S.$1,241.5
U.S.$1,497.6
Gross External Debt (Nominal)(12) ....................... .
72.8
68.3
64.5
71.0
72.8
Public Debt as % of Nominal GDP
68.1%
70.0%
66.7%
71.7%
71.2%
Gross Internal Debt ............................................ .
61.5%
65.5%
61.7%
67.8%
67.9%
Gross External Debt(13)..................................... .
6.6%
4.5%
5.0%
3.9%
3.3%
Total Public Debt (Nominal)(14)......................... .
U.S.$754.6
U.S.$1,052.5
U.S.$865.4
U.S.$1,312.4
U.S.$1,570.4
_______________
(1) Converted into U.S. dollars 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-on-year percentage appreciation of the U.S. dollar against the Brazilian real (sell side).
(8) Brazilian federal treasury securities deflated by the IGP-DI and adjusted at each month-end to denote real annual yield.
(9) 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.
(10) Primary results represent Government revenues less Government expenditures, excluding interest expenditures on public debt.
(11) Presents debt on a consolidated basis, which is calculated as the gross internal debt less credits between governmental entities.
(12) Not including external private debt.
(13) Gross external debt less total reserves.
(14) Consolidated gross public sector debt.
Sources: IBGE; Getúlio Vargas Foundation; Central Bank of Brazil
S-3

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 ................................................... 4.875% Global Bonds due 2021.
Aggregate Principal Amount ............................. U.S.$825,000,000.
Maturity Date ...................................................... January 22, 2021.
Interest Rate ........................................................ 4.875% per annum, computed on the basis of a 360-day year of twelve 30-day
months, from July 22, 2011.
Interest Payment Dates ....................................... January 22 and July 22 of each year, starting January 22, 2012.
Price to Public ..................................................... 110.997% of the principal amount, plus accrued interest from July 22, 2011.
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.
Single Series ......................................................... The global bonds will be a further issuance of, and will be consolidated to form a
single series with, the U.S.$2,162,500,000 aggregate principal amount of Brazil's
outstanding 4.875% Global Bonds due 2021 issued on April 22, 2010, August 3,
2010 and July 14, 2011.
Optional Redemption .......................................... The global bonds will be subject to redemption at the option of Brazil before
maturity, at par plus the Make-Whole Amount and accrued interest. 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.
S-4

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 has been made to list the global bonds on the Luxembourg Stock
Exchange and to have the global bonds, together with the previously issued 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 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.
S-5

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.
S-6

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 has been 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 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.
Brazil's economy remains vulnerable to external shocks, including 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, which could have a material adverse effect on Brazil's economic growth and its ability to service its public debt.
Brazil's economy remains vulnerable to external shocks, including the global economic crisis that began in 2008. 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 the European Union, China 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.
S-7

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 current 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-8