Bond Brazilia 5.625% ( US105756BY51 ) in USD

Brazilia

85.55 % ▲

Brazil

US105756BY51 ( in USD )

5.625% per year ( payment 2 times a year)

20/02/2047

Prospectus brochure of the bond Brazil US105756BY51 en USD 5.625%, maturity 20/02/2047

105756BY5

21/02/2026 ( In 129 days )

Brazil is a geographically vast South American nation encompassing diverse ecosystems, a rich cultural heritage influenced by indigenous, European, and African traditions, and a significant global economy.

This financial article details a sovereign bond, identified by ISIN US105756BY51 and CUSIP 105756BY5, issued by Brazil, a prominent South American emerging market economy and the bond's country of issuance; this fixed-income security, currently trading at 79.66% of its face value, is denominated in US Dollars, features a 5.625% coupon interest rate, and is scheduled to mature on February 20, 2047, with interest payments distributed twice annually.

Final Prospectus Supplement
424B5 1 d229741d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-210338

PROSPECTUS SUPPLEMENT
(To Prospectus dated July 21, 2016)
U.S.$1,500,000,000

Federative Republic of Brazil
5.625% Global Bonds due 2047

Brazil is offering U.S.$1,500,000,000 aggregate principal amount of its 5.625% global bonds due 2047 (the "global bonds"). Brazil will pay interest on
the global bonds on February 21 and August 21 of each year, commencing on February 21, 2017. The global bonds will mature on February 21, 2047.
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 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.
Application will be made to list the global bonds on the Luxembourg Stock Exchange and to have the global bonds trade on the Euro MTF Market.

See "Risk Factors" beginning on page S-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)

96.464%
U.S.$1,446,960,000
Underwriting discount

0.25%
U.S.$
3,750,000
Proceeds, before expenses, to Brazil (1)

96.214%
U.S.$1,443,210,000

(1) Plus accrued interest, if any, from July 28, 2016, 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 July 28, 2016.

Joint Lead Managers and Joint Bookrunners

https://www.sec.gov/Archives/edgar/data/205317/000119312516655104/d229741d424b5.htm[7/22/2016 3:35:36 PM]

Final Prospectus Supplement
Deutsche Bank Securities

Goldman, Sachs & Co.
HSBC

The date of this prospectus supplement is July 21, 2016.
Table of Contents
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-29
Global Clearance And Settlement
S-38
Taxation
S-42
Underwriting
S-45
Validity Of The Global Bonds
S-51
Official Statements And Documents
S-51
General Information
S-52
Prospectus

Where You Can Find More Information
1
Data Dissemination
1
Use of Proceeds
1
Debt Securities
2
Warrants
11
Governing Law
12
Arbitration and Enforceability
12
Plan of Distribution
13
Validity of the Securities
14
Official Statements
15
Authorized Representative
15

S-1
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It is not
complete and may not contain all of the information that you should consider before investing in the global bonds. You should read this entire
https://www.sec.gov/Archives/edgar/data/205317/000119312516655104/d229741d424b5.htm[7/22/2016 3:35:36 PM]

Final Prospectus Supplement
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, 2015, Brazil's estimated population was approximately 204.5 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. 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,
until the earlier of her acquittal or 180 days from the date of suspension. Vice-President Michel Temer is the acting President. If the Senate
votes to remove President Rousseff, the Vice-President 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
Table of Contents
SELECTED BRAZILIAN ECONOMIC INDICATORS

2011

2012

2013

2014

2015

The Economy

Gross Domestic Product:

(in billions of current Brazilian Reais)

R$
4,373.7
R$
4,805.9
R$
5,316.5
R$
5,687.3
R$ 5,904.3
(at current prices in U.S.$ billions) (1)

US$ 2,612.9
US$ 2,459.0
US$ 2,461.4
US$ 2,415.9
US$1,768.8
Real GDP Growth (decline) (2)

3.9%

1.9%

3.0%

0.1%

-3.9%
Population (millions) (3)

192.4

193.9

201.0

202.8

204.5
GDP Per Capita (3)

US$13,236.8
US$12,341.7
US$12,243.4
US$11,913.8
US$8,650.5
Unemployment Rate (4)

6.0%

5.5%

5.4%

4.8%

6.8%
https://www.sec.gov/Archives/edgar/data/205317/000119312516655104/d229741d424b5.htm[7/22/2016 3:35:36 PM]

Final Prospectus Supplement
IPCA (rate of change) (5)

6.5%

5.8%

5.9%

6.4%

10.7%
IGP-DI (rate of change) (6)

5.0%

8.1%

5.5%

3.8%

10.7%
Nominal Devaluation Rate (7)

12.6%

8.9%

14.6%

13.4%

47.0%
Domestic Real Interest Rate (8)

4.8%

2.5%

2.2%

4.2%

2.4%
Balance of Payments (in U.S.$ billions)

Exports

255.5

242.3

241.6

224.1

190.1
Imports

227.9

224.9

241.2

230.7

172.4
Current Account

-77.0

-74.2

-74.8

-104.2

-58.9
Capital and Financial Account (net)

0.3

0.2

0.3

0.2

0.4
Overall Balance (Change in Reserves)

-79.2

-74.0

-72.7

-100.6

-54.7
Reserve Assets

58.6

18.9

-5.9

10.8

1.6
Total Official Reserves

352.0

378.6

375.8

374.1

368.7
Public Finance (% of GDP) (9)

Central Government Primary Balance (10)

2.1%

1.8%

1.4%

-0.4%

-2.0%
Consolidated Public Sector Primary Balance (11)

2.9%

2.2%

1.7%

-0.6%

-1.9%
Federal Public Debt (in R$ billions)

Domestic Federal Public Debt (DFPD or DPMFi)

R$
1,603.9
R$
1,783.1
R$
1,916.7
R$
2,028.1
R$ 2,183.6
External Federal Public Debt (EFPD or DPFe)

R$
90.1
R$
83.3
R$
91.3
R$
94.7
R$
112.3
Federal Public Debt as % of Nominal GDP

38.7%

38.8%

37.8%

37.3%

38.9%
Total Federal Public Debt (in R$ billions) (12)

R$
1,694.0
R$
1,866.4
R$
2,008.0
R$
2,122.8
R$ 2,295.9
General Government Gross and Net General Government
Gross Debt (GGGD or DBGG) (in R$ billions) (13)

R$
2,243.6
R$
2,583.9
R$
2,748.0
R$
3,252.4
R$ 3,927.5
DBGG as % of GDP

51.3%

53.8%

51.7%

57.2%

66.5%
Public Sector Net Debt (NPSD or DLSP) (in R$ billions) (14)(15)
R$
1,508.5
R$
1,550.1
R$
1,626.3
R$
1,883.1
R$ 2,136.9
DLSP as% of GDP

34.5%

32.3%

30.6%

33.1%

36.2%

(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) Estimated for 2015.
(4) Estimated average 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-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) (+) deficit (-) surplus

S-3
Table of Contents
(10) The Central Government consists of the National Treasury Secretariat, the Social Security System (Regime Geral da Previdência Social, or "RGPS") and the
Central Bank. The Consolidated Public Sector consists of the Central Government, Regional Governments and the Public Enterprises, except Petróleo Brasileiro
S.A. ("Petrobras") and Centrais Elétricas Brasileiras ("Eletrobras").
(11) Primary balance represents Federal Government revenues less Federal 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") is the debt of the federal, state and municipal governments, including both the private sector and the public
financial sector. However, debts that are the responsibility of state-owned companies (at the three levels of government) are not covered by the GGGD category.
Central Bank liabilities likewise are not included in this indicator.
(14) The Net Public Sector Debt ("NPSD") is the total obligations 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, NPSD 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; IPEA

https://www.sec.gov/Archives/edgar/data/205317/000119312516655104/d229741d424b5.htm[7/22/2016 3:35:36 PM]

Final Prospectus Supplement

S-4
Table of Contents
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing
elsewhere in this prospectus supplement and the accompanying prospectus.
The Global Bonds

Issuer
Federative Republic of Brazil

Title of Security
5.625% Global Bonds due 2047

Aggregate Principal Amount
U.S.$1,500,000,000.

Maturity Date
February 21, 2047.

Interest Rate
5.625% per annum, computed on the basis of a 360-day year of twelve 30-day months.

Interest Payment Dates
February 21 and August 21 of each year, starting February 21, 2017.

Price to Public
96.464% of the principal amount, plus accrued interest, if any, from July 28, 2016.

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.

S-5
Table of Contents
Optional Redemption
The global bonds will be subject to redemption at the option of Brazil before maturity,
https://www.sec.gov/Archives/edgar/data/205317/000119312516655104/d229741d424b5.htm[7/22/2016 3:35:36 PM]

Final Prospectus Supplement
at par plus the Make-Whole Amount. See "Description of the Global Bonds--Optional
Redemption" in this prospectus supplement. The global bonds will not be entitled to the
benefit of any sinking fund.

Negative Pledge
The global bonds will contain certain covenants, including restrictions on the incurrence
of certain liens.

Default
The global bonds will contain events of default, the occurrence of which may result in
the acceleration of Brazil's obligations under the global bonds prior to maturity upon
notice by holders of at least 25% of the aggregate principal amount of the outstanding
global bonds.

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
Application will be made to list the global bonds on the Luxembourg Stock Exchange
and to have the global bonds trade on the Euro MTF Market.

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 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.

S-6
Table of Contents
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.

https://www.sec.gov/Archives/edgar/data/205317/000119312516655104/d229741d424b5.htm[7/22/2016 3:35:36 PM]

Final Prospectus Supplement
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-7
Table of Contents
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 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. Asia and the European Union are among Brazil's largest export markets. 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
https://www.sec.gov/Archives/edgar/data/205317/000119312516655104/d229741d424b5.htm[7/22/2016 3:35:36 PM]

Final Prospectus Supplement
"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.

S-8
Table of Contents
Any of these factors or similar events or developments may adversely affect the liquidity of, and trading markets for, the bonds.
Brazil's credit ratings have been reduced in response to internal and external factors. Any further adverse change 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 credit ratings have recently been downgraded. Moody's Credit Ratings downgraded Brazil's issuer and bond ratings to Baa3 with a
negative outlook in August 2015 and to Ba2 with a negative outlook in February 2016. Standard & Poor's downgraded its long-term foreign and
local currency sovereign credit ratings of Brazil to `BB+' in September 2015 and to `BB' with a negative outlook in February 2016. Fitch Ratings
downgraded Brazil's long-term foreign and local currency to `BBB-' with a negative outlook in October 2015, to `BB+' with a negative outlook
in December 2015 and to `BB' with a negative outlook in May 2016. 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.
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 each of the last four quarters. GDP declined 3.8% in 2015. 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, adversely affecting 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.
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 including the impeachment proceedings against
President Dilma Rousseff, 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.

https://www.sec.gov/Archives/edgar/data/205317/000119312516655104/d229741d424b5.htm[7/22/2016 3:35:36 PM]

Final Prospectus Supplement
S-9
Table of Contents
In addition, President Dilma Rousseff is currently the subject of impeachment proceedings in the Brazilian Senate. As a result, she was
suspended from office on May 12, 2016 until the earlier of her acquittal or 180 days from the date of her suspension, and Vice-President Michel
Temer is the acting President. If two-thirds of the members of the Senate vote to remove President Rousseff, she will be succeeded by the Vice-
President, who will serve as President until December 2018.
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, or the outcome of the presidential
impeachment proceedings, 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.
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 will be 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-10
Table of Contents
TABLE OF REFERENCES
The information incorporated by reference from Brazil's annual report on Form 18-K, as amended from time to time, includes but is not
limited to, the following items:

EC No. 809/2004 Item

Annual Report on Form 18-K for 2014
Issuer's position within the governmental framework
"The Federative Republic of Brazil--Form of Government and
Political Parties" on pages D-5 to D-8 of Exhibit D
Geographic location and legal form of the issuer
"The Federative Republic of Brazil" on pages D-5 to D-10 of
Exhibit D
Recent events relevant to the issuer's solvency
"The Brazilian Economy--Historical Background" and "--The
https://www.sec.gov/Archives/edgar/data/205317/000119312516655104/d229741d424b5.htm[7/22/2016 3:35:36 PM]

Final Prospectus Supplement
Brazilian Economy in 2014" on pages D-11 and D-11 to D-12 of
Exhibit D
Structure of the issuer's economy
"Principal Sectors of the Economy" on pages D-23 to D-28 of
Exhibit D
Gross domestic product
"The Brazilian Economy--Gross Domestic Product" on pages D-12
to D-15 of Exhibit D
Brazil's political system and government
"The Federative Republic of Brazil--Form of Government and
Political Parties" on pages D-6 to D-8 of Exhibit D
Tax and budgetary systems of the issuer
"Public Finance--Budget Process" and "--Taxation and Revenue
Sharing Systems" on pages D-50 to D-52 and D-59 to D-61 of
Exhibit D
Gross public debt of the issuer
"Public Debt" on pages D-63 to D-74 of Exhibit D
Foreign trade and balance of payments
"Balance of Payments and Foreign Trade--Balance of Payments"
and "--Foreign Trade" on pages D-29 to D-30 and D-30 to D-36 of
Exhibit D
Foreign exchange reserves
"Balance of Payments and Foreign Trade-- International Reserves"
on page D-37 of Exhibit D
Financial position and resources
"Balance of Payments and Foreign Trade-- International Reserves"
on page D-37 and "Public Finance--2015 Budget" on pages D-56 to
D-59 of Exhibit D
Income and expenditure figures and 2015 Budget
"Public Finance--2015 Budget" on pages D-56 to D-59 of Exhibit
D

S-11
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
Brazil, having taken all reasonable care to ensure that such is the case, confirms that the information contained in this prospectus (which
includes this prospectus supplement together with the attached prospectus dated July 21, 2016) is, to the best of Brazil's knowledge, in accordance
with the facts in all material respects and contains no material omission likely to affect its import. Brazil accepts responsibility accordingly.
No person is authorized to make any representation or give any information not contained in this prospectus supplement, the accompanying
prospectus or the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Any such representation or
information not contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus must not be relied upon as having been authorized by Brazil or the underwriters. Please
see "General Information--Where You Can Find More Information" for information on the documents that are incorporated by reference in this
prospectus supplement and the accompanying prospectus.
Brazil is not offering to sell or soliciting offers to buy any securities other than the global bonds offered under this prospectus supplement,
nor is Brazil offering to sell or soliciting offers to buy the global bonds in places where such offers are not permitted by applicable law. You
should not assume that the information in this prospectus supplement or the accompanying prospectus, or the information Brazil has previously
filed with the Securities and Exchange Commission, or the "SEC," and incorporated by reference in this prospectus supplement and the
accompanying prospectus, is accurate as of any date other than their respective dates. Brazil's economic, fiscal or political circumstances may have
changed since such dates.
The global bonds described in this prospectus supplement are debt securities of Brazil being offered under registration statement no. 333-
210338 filed with the SEC under the U.S. Securities Act of 1933, as amended by the pre-effective amendment no.1 filed with the SEC on May 31,
2016. The accompanying prospectus is part of that registration statement. The accompanying prospectus provides you with a general description of
the securities that Brazil may offer, and this prospectus supplement contains specific information about the terms of this offering and the global
bonds. This prospectus supplement also adds, updates or changes information provided or incorporated by reference in the accompanying
prospectus. Consequently, before you invest, you should read this prospectus supplement together with the accompanying prospectus as well as the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Those documents (such as Brazil's annual
https://www.sec.gov/Archives/edgar/data/205317/000119312516655104/d229741d424b5.htm[7/22/2016 3:35:36 PM]

Document Outline

#1">
- #1">