Obligation Brazil 4.5% ( US105756CA66 ) en USD

Brazil

94.66 % ▼

Bresil

US105756CA66 ( en USD )

4.5% par an ( paiement semestriel )

30/05/2029

Prospectus brochure de l'obligation Brazil US105756CA66 en USD 4.5%, échéance 30/05/2029

200 000 USD

2 000 000 000 USD

105756CA6

30/05/2024 ( Dans 13 jours )

L'Obligation émise par Brazil ( Bresil ) , en USD, avec le code ISIN US105756CA66, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/05/2029

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 28, 2017)
U.S.$1,500,000,000

Federative Republic of Brazil
4.500% Global Bonds due 2029
Brazil is offering U.S.$1,500,000,000 aggregate principal amount of its 4.500% global bonds due 2029 (the "global bonds").
Brazil will pay interest on the global bonds on May 30 and November 30 of each year, commencing on November 30, 2019. The
global bonds will mature on May 30, 2029.
Brazil may redeem the global bonds, in whole or in part, before February 28, 2029, at par plus the Make-Whole Amount and accrued
interest, or on or after February 28, 2029, at par plus accrued interest, each 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. 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)...........................................................
98.385% U.S.$ 1,475,775,000
Underwriting discount .............................................................
0.250% U.S.$
3,750,000
Proceeds, before expenses, to Brazil (1) ..................................
98.135% U.S.$ 1,472,025,000

(1) Plus accrued interest, if any, from March 28, 2019, 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 ("DTC");
Euroclear Bank S.A./N.V. ("Euroclear"); and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") against
payment on or about March 28, 2019.

Joint Lead Managers and Joint Bookrunners

BofA Merrill Lynch

Bradesco BBI

J.P. Morgan

The date of this prospectus supplement is March 21, 2019.

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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-8
Table of References ................................................................................................................................................. S-11
About this Prospectus Supplement .......................................................................................................................... S-12
Forward-Looking Statements .................................................................................................................................. S-14
Use of Proceeds ....................................................................................................................................................... S-15
Recent Developments .............................................................................................................................................. S-16
Description of the Global Bonds ............................................................................................................................. S-23
Global Clearance and Settlement ............................................................................................................................. S-31
Taxation ................................................................................................................................................................... S-35
Underwriting ............................................................................................................................................................ S-37
Validity of the Global Bonds ................................................................................................................................... S-45
Official Statements and Documents ........................................................................................................................ S-45
General Information ................................................................................................................................................ S-46
Prospectus
About This Prospectus ................................................................................................................................................... 2
Forward-Looking Statements ........................................................................................................................................ 2
Data Dissemination........................................................................................................................................................ 3
Use of Proceeds ............................................................................................................................................................. 3
Risk Factors ................................................................................................................................................................... 3
Debt Securities ............................................................................................................................................................... 4
Warrants ...................................................................................................................................................................... 14
Governing Law ............................................................................................................................................................ 14
Arbitration and Enforceability ..................................................................................................................................... 14
Taxation ....................................................................................................................................................................... 15
Plan of Distribution ..................................................................................................................................................... 22
Official Statements ...................................................................................................................................................... 23
Validity of the Securities ............................................................................................................................................. 23
Authorized Representative........................................................................................................................................... 23
Where You Can Find More Information ..................................................................................................................... 24

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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 July 1, 2018, Brazil's estimated population was approximately
208.5 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. On October 28, 2018, Jair Messias Bolsonaro, the candidate of the conservative
political party Partido Social Liberal ("PSL") was elected President of the Republic.
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, who are elected for staggered eight-year terms, and the Chamber
of Deputies has 513 deputies, who are elected for concurrent four-year terms. Each state and the Federal District is
entitled to elect three senators. The number of federal deputies is based on a proportional representation system
weighted in favor of the less-populated states, which assures the smaller states an important role in the National
Congress as the population increases in the larger states. During the last general election, which took place in
October 2018, 513 deputies and 54 of 81 senators were elected. These officials took office on February 1, 2019.
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 appellate courts, military courts, labor courts, electoral courts
and the several lower federal courts and state courts, comprising both appellate courts and courts of first instance.
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.

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Selected Brazilian Economic Indicators

2014
2015
2016
2017
2018
Gross Domestic Product ("GDP")

(in billions of current R$) .............................
R$ 5,779.0
R$ 5,995.8
R$ 6,267.2
R$ 6,553.8
R$ 6,827.6
(in billions of current U.S.$) (1) ....................
U$ 2,454.8
U$ 1,796.2
U$ 1,799.5
U$ 2,053.3
U$ 1,867.9
Real GDP Growth (decline) (2) .....................
0.5%
-3.6%
-3.3%
1.1%
1.1%
Population (millions) (3) ....................................
202.8
204.5
206.1
207.7
208.5
GDP per Capita (in billions of current U.S.$) ...
U$ 12,169.7
U$ 8,827.4
U$ 8,771.5
U$ 9,928.6
U$ 8,959.0
Unemployment Rate (4) .....................................
6.8%
8.5%
11.5%
12.7%
11.6%
IPCA Rate (5) .....................................................
6.4%
10.7%
6.3%
3.0%
3.8%
IGP-DI Rate(6) ...................................................
3.8%
10.7%
7.2%
-0.4%
7.1%
Nominal Devaluation Rate (7) ............................
13.4%
47.0%
-16.5%
1.5%
17.1%
Domestic Real Interest Rate (8) .........................
4.2%
2.4%
7.3%
6.8%
2.6%

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

Exports ..............................................................
224.1
190.1
184.5
217.2
239.0
Imports ..............................................................
230.7
172.4
139.4
153.2
185.4
Current Account................................................
(101.4)
(54.5)
(24.0)
(7.2)
(14.5)
Capital and Financial Account (net) .................
0.2
0.5
0.3
0.4
0.4
Overall Balance (Change in Reserves) .............
(96.6)
(51.2)
(10.3)
(0.4)
(8.2)
Reserve Assets ..................................................
10.8
1.6
9.2
5.1
2.9
Total Official Reserves .....................................
374.1
368.7
372.2
382.0
387.0

Public Finance (% of GDP) (9)

Central Government Primary Balance (10) .........
0.4%
2.0%
2.5%
1.8%
1.7%
Consolidated Public Sector Primary Balance
(11) ..................................................................
0.6%
1.9%
2.5%
1.7%
1.6%

Federal Public Debt (in billions of R$)

Domestic Federal Public Debt (DFPD or
DPMFi))........................................................
R$ 2,183.6
R$ 2,650.2
R$ 2,986.4
R$ 3,435.5
R$ 3,728.9
External Federal Public Debt (EFPD or DPFe)
R$ 112.3
R$ 142.8
R$ 126.5
R$ 123.8
R$ 148.2
Federal Public Debt as % of Nominal GDP
39.7%
46.6%
49.7%
54.3%
56.8%
Total Federal Public Debt (in billions of R$)
(12) ..................................................................
R$ 2,295.9
R$ 2,793.0
R$ 3,112.9
R$ 3,559.3
R$ 3,877.1

General Government Gross and Net Debts

General Government Gross Debt (GGGD) (in
billions of R$) (13) ..........................................
R$ 3,252.4
R$ 3,927.5
R$ 4,378.5
R$ 4,854.7
R$ 5,272.0
GGGD as % of GDP .........................................
56.3%
65.5%
69.9%
74.1%
76.7%
Public Sector Net Debt (PSND) (in billions of
R$) (14) ...........................................................
R$ 1,883.1
R$ 2,136.9
R$ 2,892.9
R$ 3,382.9
R$ 3,695.8
PSND as % of GDP ..........................................
32.6%
35.6%
46.2%
51.6%
53.8%
____________________________________
(1) Converted into U.S. dollars based on the weighted average exchange rate for each year.
(2) Cumulative last twelve months, in current prices, as compared to the prior year.
(3) Estimated.
(4) Yearly average unemployment rate.
(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) Accumulated monthly "Selic" interest rate deflated by the monthly IPCA.
(9) Calculated using the "below the line" method corresponding to the change in the total net debt (domestic or external) of the public sector.
Therefore, surpluses are represented by negative numbers and deficits are represented by positive numbers.
(10) The central government consists of the National Treasury Secretariat (Secretaria do Tesouro Nacional), the Social Security System (Sistema
de Previdência Social) and the Central Bank. The consolidated public sector consists of the central government, regional governments
(including state and municipal governments) and state-owned enterprises, other than Petróleo Brasileiro S.A.Petrobras and Centrais
Elétricas Brasileiras S.A.Eletrobras.

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(11) Primary balance represents Federal Government revenues less government expenditures, excluding interest expenditures on public debt.
(12) Total Federal Public Debt, as reported by the National Treasury Secretariat.
(13) The General Government Gross Debt ("General Government Gross Debt" or "GGGD") refers to debt of the federal, state and municipal
governments, both with the private sector and the public financial sector. However, debts that are the responsibility of state-owned
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 ("Public Sector Net Debt" or "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.

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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 ................................................................
Fed................
erative R
epub
lic of Brazil.
Title of Security ...............................................................
4.500% Glob al Bonds due 2029.
Aggregate Principal Amount ................................
U.S.$1, .........
500,0
00,000.
Maturity Date ................................................................
May 30, 202..9 .
Interest Rate ................................................................
4.500% p ....
er
annum, computed on the basis of a 360-day year of twelve
30-day months.
Interest Payment Dates ..................................................
May 30 and
November 30 of each year, commencing November 30,
2019.
Price to Public ................................................................
98.385% of .
the principal amount, plus accrued interest, if any, from ,
March 28, 2019.
Form ................................................................
Br ................
azil will iss ue 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 iss ue 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 bo nds 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 bo nds 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.
Negative Pledge ...............................................................
The global bo nds will contain certain covenants, including restrictions on
the incurrence of certain liens.
Default ................................................................
The g ............
lobal bo nds 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

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aggregate principal amount of the outstanding global bonds.
Collective Action Clauses ................................
The ..............
global bo nds 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 ................................
Application .
will be made to list the global bonds, on the Luxembourg
Stock Exchange for trading on the Euro MTF Market.
Trustee ................................................................
The g ............
lobal bo nds 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 d ..........
iscuss
ion 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 are issued pursuant to a "qualified
reopening" of the original series or are otherwise treated as part of the
same "issue" of debt instruments as the original series for U.S. federal
income tax purposes. See "Description of the Global Bonds--Further
Issues of the Global Bonds" in this prospectus supplement.
Governing Law ..............................................................
The global bo nds 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.
Arbitration Clause ..........................................................
The global bo nds 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

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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.

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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 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 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 and advance fiscal and structural reforms, 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.

S-8
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