Obligation Brazil 6% ( US105756BX78 ) en USD

Brazil

102.45 % ▲

Bresil

US105756BX78 ( en USD )

6% par an ( paiement semestriel )

06/04/2026

Prospectus brochure de l'obligation Brazil US105756BX78 en USD 6%, échéance 06/04/2026

200 000 USD

2 500 000 000 USD

105756BX7

07/10/2024 ( Dans 143 jours )

L'Obligation émise par Brazil ( Bresil ) , en USD, avec le code ISIN US105756BX78, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/04/2026

PROSPECTUS SUPPLEMENT
(To Prospectus dated July 21, 2016)
U.S.$ 1,000,000,000

Federative Republic of Brazil
6.00% Global Bonds due 2026

Brazil is offering U.S.$ 1,000,000,000 aggregate principal amount of its 6.00% global bonds due 2026 (the "global bonds"). The global bonds will be a further issuance of,
and will be consolidated, form a single series, and be fully fungible with U.S.$1,500,000,000 aggregate principal amount of Brazil's 6.00% global bonds due 2026 (ISIN
US105756BX78, Common Code 138129632, CUSIP 105756 BX7) issued on March 17, 2016 ("original global bonds"). After giving effect to the offering, the total amount
outstanding of Brazil's global bonds due 2026 will be U.S.$2,500,000,000.
Brazil will pay interest on the global bonds on April 7 and October 7 of each year, commencing on April 7, 2017. The global bonds will mature on April 7, 2026.
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 contain "collective action clauses." Under these provisions, which differ from the terms of Brazil's public external indebtedness issued prior to July 2,
2015, Brazil may amend the payment provisions of the global bonds and other reserve matters listed in the indenture with the consent of the holders of: (1) with respect to a single
series of debt securities, more than 75% of the aggregate principal amount outstanding of such series; (2) with respect to two or more series of debt securities, if certain "uniformly
applicable" requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in
the aggregate; or (3) with respect to two or more series of debt securities, whether or not certain "uniformly applicable" requirements are met, more than 66 2/3% of the aggregate
principal amount of the outstanding global bonds of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount
of the outstanding debt securities of each series affected by the proposed modification, taken individually.
This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 10, 2005, as amended. The original
global bonds are listed, and application has been made to list the global bonds, on the Luxembourg Stock Exchange for trading 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) ................................................................................................
U.S.$

107.213%
1,072,130,000
Underwriting discount ................................................................................................
U.S.$

0.250%
2,500,000

Proceeds, before expenses, to Brazil (1) ............................................................. ...

U.S.$

106.963%
1,069,630,000

(1) Plus accrued interest totaling U.S.$26,166,666.67, or U.S.$26.17 per U.S.$1,000 principal amount of the global bonds, from October 7, 2016 to, but not including March 14,
2017, the date Brazil expects to deliver the global bonds offered by this prospectus supplement, and any additional interest from March 14, 2017.
The global bonds will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company ("DTC"); Euroclear Bank S.A./N.V.
("Euroclear"); and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") against payment on or about March 14, 2017.

Joint Lead Managers and Joint Bookrunners

BNP PARIBAS
BofA Merrill Lynch

Citigroup

The date of this prospectus supplement is March 14, 2017.

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 .-..
2 . .
Risk Factors ............................................................................................................................................................................. .......
S .-..
7 . .
Table of References ................................................................................................................................................................ S-10
About this Prospectus Supplement ............................................................................................................................................ .....
S .-..
1 ..
1 . .
Forward-Looking Statements ................................................................................................................................................... .....
S .-..
1 ..
2 . .
Use of Proceeds ....................................................................................................................................................................... .....
S .-..
1 ..
3 . .
Recent Developments............................................................................................................................................................... . S-14
Description of the Global Bonds ............................................................................................................................................... .....
S .-..
2 ..
3 . .
Global Clearance and Settlement .............................................................................................................................................. .....
S .-..
3 ..
0 . .
Taxation .................................................................................................................................................................................. .....
S .-..
3 ..
3 . .
Underwriting............................................................................................................................................................................ .....
S .-..
3 ..
5 . .
Validity of the Global Bonds .................................................................................................................................................... .....
S .-..
4 ..
0 . .
Official Statements and Documents .......................................................................................................................................... .....
S .-..
4 ..
0 . .
General Information ................................................................................................................................................................ S-41
Prospectus

Where You Can Find More Information ....................................................................................................................................... ......
1. .
Data Dissemination ...................................................................................................................................................................... ......
1. .
Use of Proceeds ........................................................................................................................................................................... ......
2. .
Debt Securities ............................................................................................................................................................................. ......
2. .
Warrants ...................................................................................................................................................................................... ....1..
0. .
Governing Law ............................................................................................................................................................................ ....1..
0. .
Arbitration and Enforceability ...................................................................................................................................................... ....1..
1. .
Plan of Distribution ...................................................................................................................................................................... ....1..
2. .
Validity of the Securities .............................................................................................................................................................. ..13
Official Statements....................................................................................................................................................................... ....1..
3. .
Authorized Representative ........................................................................................................................................................... ....1.3

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, 2016, Brazil's estimated population was approximately 206.1 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 reelected for a second
four year term. The President's powers include the right to appoint ministers and key executives in selected administrative posts.
Dilma Vana Rousseff was elected President in 2010 and was reelected in 2014 for a second four-year term which began January 1,
2015. In April 2016, the Chamber of Deputies authorized the initiation of impeachment proceedings against President Rousseff based
on charges of crimes of malversation (crimes de responsabilidade administrativa) involving alleged improprieties in the execution of
the national budget. President Rousseff was suspended from office on May 12, 2016, when the Brazilian Senate voted to hold a trial
on impeachment charges against her. The Senate concluded the impeachment trial on August 31, 2016, and voted to permanently
remove President Rousseff from office. President Michel Temer took office on the same day, and will serve as President until
December 2018.
The legislative branch of government consists of a bicameral National Congress composed of the Senate and the Chamber of
Deputies. The Senate has 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 general election, which took place in
October 2014, 513 deputies and 27 of 81 senators were elected. These officials took office on February 2, 2015.
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 75 years of age), has ultimate appellate jurisdiction over decisions rendered by lower
federal and state courts on Constitutional matters.

S-2

SELECTED BRAZILIAN ECONOMIC INDICATORS

2012

2013

2014

2015

2016

Gross Domestic Product ("GDP")

(in billions of current Brazilian Reais) ................................ R$ 4,814.8
R$
5,331.6
R$
5,779.0
R$
6,000.6
R$
6,266.9
(in U.S.$ billions current prices) (1) .......................................
U..
$. .....
2 .,..
4 ..
6 ..
3 ...
5 . . .....U$
2,468.5
U$
2,454.8
U$
1,797.6
U$
1,799.1
Real GDP Growth (decline) (2) ............................................ .................
1 ...
9%
3.0%
0.5%
-3.8%
-3.6%
Population (millions) (3) ................................................................
193.9

201.0

202.8

204.5

206.1
GDP Per Capita (in U.S.$ current prices) ..........................................
U..
$. ...
1 ..
2 .,..
3 ..
6 ..
4 ...
6 . . .. U$
12,278.9
U$
12,106.6
U$
8,791.5
U$
8,729.4
Unemployment Rate (4) ................................................................
7.4%
7.1%
6.8%
8.5%
11.5%
IPCA (rate of change) (5) ................................................................
5.8%
5.9%
6.4%
10.7%
6.3%
IGP-DI (rate of change) (6) .............................................................. ..
8.1%
5.5%
3.8%
10.7%
7.2%
Nominal Devaluation Rate (7) ......................................................... .......
8.9%
14.6%
13.4%
47.0%
-16.5%
Domestic Real Interest Rate (8) ....................................................... .........
2.5%
2.2%
4.2%
2.4%
7.3%

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

Exports ............................................................................................. ...
242.3

241.6

224.1

190.1

184.5
Imports ............................................................................................. ...
224.9

241.2

230.7

172.4

139.4
Current Account............................................................................... .............(..
7 ..
4 2)

(74.8)

(104.2)
(58.9)

(23.5)
Capital and Financial Account (net)................................................. ...............0.2

0.3

0.2

0.4

0.2
Overall Balance (Change in Reserves)............................................. .............(..
7 ..
4 ..0)

(72.7)

(100.6)
(54.7)

(16.2)
Reserve Assets ................................................................................. ...............
18.9

(5.9)

10.8

1.6

9.2
Total Official Reserves ................................................................
378.6

375.8

374.1

368.7

372.2

Public Finance (% of GDP) (9)

Central Government Primary Balance (10) ...................................... ...............-..
1 ...
8 ...
% . ..
-1.4%
0.4%
1.9%
2.5%
Consolidated Public Sector Primary Balance (11) ........................... .....
-2.2%
-1.7%
0.6%
1.9%
2.5%

Federal Public Debt (in R$ billions)

Domestic Federal Public Debt (DFPD or DPMFi) .............................
R..
$ . 2,008.0
R$
2,122.8
R$
2,295.9
R$
2,793.0
R$
3,112.9
External Federal Public Debt (EFPD or DPFe) ................................R$
91.3
R$
94.7
R$
112.3
R$
142.8
R$
126.5
Total Federal Public Debt (in R$ billions) (12)................................R$ 2,099.3
R$
2,217.5
R$
2,408.2
R$
2,935.8
R$
3,239.5
Federal Public Debt as % of Nominal GDP ..................................... ...............
4 ..
3 ...
6 ...
% . ...
41.6%
41.7%
48.9%
51.7%

General Government Gross and Net Debts General
Government Gross Debt (GGGD) (in R$ billions) (13) ...........
R..
$ . .....
2 .,..
5 ..
8 ..
3 ...
9 . . . R$
2,748.0
R$
3,252.4
R$
3,927.5
R$
4,378.5
GGGD as % of GDP ........................................................................ ...............
5 ..
3 ...
7 ...
% .
51.5%
56.3%
65.5%
69.9%
Public Sector Net Debt (PSND) (in R$ billions) (14) ........................
R..
$ . .....
1,550.1
R$
1,626.3
R$
1,883.1
R$
2,136.9
R$
2,892.9
PSND as % of GDP ......................................................................... ...............
3 ..
2 ...
2 ...
%
30.5%
32.6%
35.6%
46.2%

(1) Converted into U.S. dollars based on the weighted average exchange rate for each year.
(2) Accumulated in the last 12 months, as compared to the same period of the previous year current prices.
(3) Estimated.
(4) Average unemployment rate in the year.
(5) The Broad National Consumer Price Index (Índice de Preços ao Consumidor Amplo, or "IPCA") as reported by the 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 (sell side).
(8) Interest rate--Selic accumulated in the month deflated by the monthly IPCA .
(9) Calculated pursuant to "below the line" method, which corresponds to the change in the total net debt (domestic or external) of the public sector,
therefore: (+) deficit (-) surplus
(10) 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 Governments and the Public Enterprises, except Petrobras and Eletrobras.
(11) Primary balance represents Government revenues less Government expenditures, excluding interest expenditures on public debt.
(12) Total Federal Public Debt announced by the National Treasury Secretariat.
(13) The General Government Gross Debt ("GGGD") includes debt of the Federal, State and Municipal governments, with both the private sector and the
public financial sector. However, debts that are the responsibility of state-owned enterprises (at the three levels of government) are not included in the
GGGD. Central Bank liabilities likewise are not included in this indicator.
(14) The Public Sector Net Debt ("PSND") refers to the total liabilities of the non-financial public sector deducted from its financial assets held by non-
financial private agents as well as public and private financial agents. For Brazil, unlike for many other countries, PSND includes Central Bank assets
and liabilities including, among other items, international reserves (assets) and the monetary base (liabilities).
Sources: IBGE; Getúlio Vargas Foundation; Central Bank; National Treasury Secretariat.

S-3

The Global Bonds
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.

Issuer
Federative Republic of Brazil

Title of Security
6.00% Global Bonds due 2026

Aggregate Principal Amount

U.S.$1,000,000,000.

Maturity Date
April 7, 2026

Interest Rate

6.00% per annum, computed on the basis of a 360-day year of twelve 30-day
months.

Interest Payment Dates
April 7 and October 7 of each year, starting April 7, 2017.

Price to Public
107.213% of the principal amount, plus accrued interest totaling
U.S.$26,166,666.67, or U.S.$26.17 per U.S.$1,000 principal amount of the global
bonds, from October 7, 2016 to, but not including, March 14, 2017, the date Brazil
expects to deliver the global bonds offered by this prospectus supplement, and any
additional interest from March 14, 2017.

Fungibility

The global bonds will be a further issuance of, and will be consolidated, form a
single series, and be immediately fully fungible with U.S.$1,500,000,000 aggregate
principal amount of Brazil's 6.00% global bonds due 2026 (ISIN US105756BX78,
Common Code 138129632) issued on March 17, 2016. After giving effect to the
offering, the total amount outstanding of Brazil's global bonds due 2026 will be
U.S.$2,500,000,000.

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 constitute direct, general, unconditional, unsecured (except
as described under the heading "Debt Securities--Negative Pledge" in the
accompanying prospectus) and unsubordinated External Indebtedness of Brazil.
Brazil has pledged its full faith and credit for the due and punctual payment
principal of, premium, if any, on, and interest on of the global bonds. The global
bonds will rank without any preference among themselves and equally with all
other unsecured and unsubordinated External Indebtedness of Brazil. It is
understood that this provision shall not be construed so as to require Brazil to make
payments under the global bonds ratably with payments being made under any
other External Indebtedness of Brazil.

Optional Redemption

The global bonds will be subject to redemption at the option of Brazil before
maturity, on terms described under "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 contain provisions regarding future modifications to their
terms that differ from those applicable to Brazil's outstanding public external
indebtedness issued prior to July 2, 2015. Those provisions are described in the
sections of this prospectus supplement entitled "Description of the Global Bonds--
Amendments and Waivers" and "--Certain Amendments Not Requiring Holder
Consent."

Listing and Admission to Trading

The original global bonds are listed, and application has been made to list the
global bonds, on the Luxembourg Stock Exchange for trading on the Euro MTF
Market.

Trustee
The global bonds will be issued pursuant to an Indenture, dated as of July 2, 2015
(the "indenture"), between Brazil and The Bank of New York Mellon, as trustee.

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.

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 6.00% global bonds due 2026 (ISIN US105756BX78,
Common Code 138129632) issued on March 17, 2016, 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, and interpreted in accordance with, the laws
of the State of New York without regard to those principles of conflicts of laws that
would require the application of the laws of a jurisdiction other than the State of
New York; provided that all matters related to the consent of holders and
modifications to the indenture or the global bonds will always be governed by and
construed in accordance with the laws of the State of New York; provided further
that the laws of Brazil will govern all matters governing authorization and
execution of the indenture and the global bonds by the Federative Republic of
Brazil.
S-5

Arbitration Clause

The global bonds will contain an agreement on the part of Brazil, the trustee and
the holders of the global bonds that any dispute, controversy or claim arising out of
or relating to the indenture or the global bonds shall be finally settled by arbitration
in New York, New York in accordance with the Arbitration Rules of the United
Nations Commission on International Trade Law (excluding Article 26 thereof) in
effect on the date of the indenture, unless the holder elects to bring a claim in a
competent court in Brazil against Brazil only, 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 global bonds or the indenture. No arbitration proceeding under the
indenture or the global bonds shall be binding upon or in any way affect the right
or interest of any person other than the claimant or respondent with respect to such
arbitration. The provisions are described further in the section entitled "Arbitration
and Enforceability" in the accompanying prospectus.

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 Brazil
Brazil's economy is vulnerable to external shocks and to more general "contagion" effects, each of which could have a material
adverse effect on Brazil's economic growth and its ability to raise funding in the external debt markets in the future.
Emerging market investment generally poses a degree of risk because the economies in the developing world are susceptible to
destabilization resulting from domestic and international developments.
Brazil's economy is vulnerable to external shocks, including adverse economic and financial developments in other countries
and market developments. A significant increase in interest rates in the international financial markets may adversely affect the
liquidity of, and trading markets for, the global bonds. In addition, a significant drop in the price of commodities produced in Brazil,
such as iron ore, oil, soybeans, sugar and corn, could adversely affect the Brazilian economy. 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. 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 developments like those described above 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 funding in the external debt
markets in the future. See "Forward-Looking Statements" in this prospectus supplement.
Brazil's economy is vulnerable to a number of internal risks, each of which could have a material adverse effect on Brazil's
economic growth and on the liquidity of, and trading markets for, the bonds.
Brazil's economy, and therefore its government finances, are subject to risks arising from internal developments in Brazil. These
include general economic and business conditions in Brazil, the level of consumer demand, the level of confidence that domestic
consumers and foreign investors have in the economic and political conditions in Brazil, present and future exchange rates of the
Brazilian currency, the level of domestic debt, domestic inflation, the ability of Brazil to generate a primary budget surplus, the level
of foreign direct and portfolio investment, the level of domestic interest rates, the degree of political uncertainty at the federal and
state level in Brazil, and ongoing investigations into corruption (including the investigation referred to as "Lava Jato") and their
impact on political and economic conditions in the country.

Any of these factors or similar events or developments may adversely affect the liquidity of, and trading markets for, the global
bonds.
Adverse changes in Brazil's credit rating could adversely affect the liquidity of and demand for Brazil's debt securities and
Brazil's access to the international financial markets.
Brazil's long-term foreign and local currency sovereign is graded `Ba2' with a negative outlook by Moody's Credit Ratings,
`BB' with a negative outlook by Standard & Poor's and `BB' with a negative outlook by Fitch. Brazil's ratings or outlooks may be
downgraded further or placed on watch by Moody's, Standard & Poor's and Fitch or any other rating agency in the future, potentially
affecting the trading price for the bonds and the liquidity of and demand for Brazil's debt securities in general. Downgrades could also
adversely affect the cost of funding and terms on which Brazil is able to borrow in the international financial markets and may
adversely affect Brazil's access to the international financial markets.
S-7

The Brazilian economy is in recession and may continue to contract in the future, which could have a material adverse effect on
public finances and on the market price of the global bonds.
The Brazilian economy has contracted for eight consecutive quarters between 1Q2015 and 4Q2016. GDP declined 3.8% in 2015
and declined 3.6% in 2016. Market expectations point to a GDP growth less than the assumption in the 2017 budget, consistent with
the higher probability that the recovery of the economic activity will be slower and more gradual than previously expected. However,
Brazil cannot assure investors that its economy will resume its growth in the future. Brazil's economic growth depends on a variety of
factors, including, among others, international demand and prices for Brazilian exports, climatic factors affecting Brazil's agricultural
sector, fiscal and monetary policies, confidence among Brazilian consumers and foreign and domestic investors and their rates of
investment in Brazil, the willingness and ability of businesses to engage in new capital spending, the exchange rate and the rate of
inflation. Some of these factors are outside Brazil's control. A sustained or deepened recession could result in a material decrease in
Brazil's fiscal revenues, or a significant depreciation of the Real over an extended period of time could adversely affect Brazil's
debt/GDP ratio, which could in turn materially and adversely affect the market price of the global bonds and the ability of Brazil to
service its public debt, particularly its debt obligations denominated in foreign currencies, including the global bonds.
An increase in inflation and government measures to curb inflation may adversely affect the Brazilian economy.
Brazil's economy has experienced high levels of inflation in the past and may experience high levels in the future. Periods of
rapid economic expansion and contraction in Brazil have resulted in volatile rates of inflation. In the future, significant inflation may
cause Brazil to impose controls on credit or prices, or to take other action, which could inhibit Brazil's economic growth. In addition,
inflation can result in greater market volatility by causing economic uncertainties and reduced consumption, GDP growth and
consumer confidence. Inflation, measures to combat inflation and public speculation about possible additional actions have also
contributed to economic uncertainty in Brazil in the past and could produce uncertainty in the future. Any of these factors can have a
material adverse effect on Brazil's results of operations and financial condition.
The ongoing investigations into corruption, including Lava Jato, and political developments may lead to political instability and
a decline in confidence by consumers and foreign investors in the stability and transparency of the Brazilian government, and may
have a material adverse effect on Brazil's economy, demand for Brazil's debt securities and Brazil's access to international financial
markets.
Lava Jato and other investigations into corruption may lead to further allegations and charges against Brazilian federal and state
government officials and senior management of Brazilian industry. Numerous elected officials, public servants and executives and
other personnel of major companies have been subject to investigation, arrest, criminal charges and other proceedings.

There can be no assurance that other federal or state officials or senior management of Brazilian industry will not be charged
with corruption-related crimes in the Lava Jato Investigation. Additional allegations, trials and convictions may lead to political
instability and a decline in confidence by consumers and foreign direct investors in the stability and transparency of the Brazilian
government, and may have a material adverse effect on Brazil's economic growth, on the demand for Brazil's debt securities,
including the global bonds, and on Brazil's access to the international financial markets.
Risk Factors Relating to the Global Bonds
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, New York any dispute, controversy or claim arising out of or relating to the
indenture, the global bonds or any coupon appertaining thereto. As a result, an arbitration proceeding in New York, 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 against Brazil only, as may be permitted by the terms of the global bonds. Brazil is a foreign state and has not waived any
immunity or submitted to the jurisdiction of any court outside Brazil. 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.
S-8

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, together with the previously issued 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 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 without your consent, including the maturity date, interest rate and other payment terms. See "Description of
the Global Bonds--Default; Acceleration of Maturity" and "--Meetings and Amendments" in this prospectus supplement.

S-9