Bond Venezuella 11.95% ( USP17625AD98 ) in USD

Venezuella

100 % ▲

Venezuela

USP17625AD98 ( in USD )

11.95% per year ( payment 2 times a year)

04/08/2031

Prospectus brochure of the bond Venezuela USP17625AD98 en USD 11.95%, maturity 04/08/2031

100 USD

4 200 000 000 USD

P17625AD9

05/02/2026 ( In 52 days )

Venezuela is a South American country with diverse geography ranging from Andes Mountains to Amazon rainforest, significant oil reserves, and a history marked by periods of both prosperity and political instability.

The Bond issued by Venezuella ( Venezuela ) , in USD, with the ISIN code USP17625AD98, pays a coupon of 11.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 04/08/2031

The Bond issued by Venezuella ( Venezuela ) , in USD, with the ISIN code USP17625AD98, was rated NR by Moody's credit rating agency.

The Bond issued by Venezuella ( Venezuela ) , in USD, with the ISIN code USP17625AD98, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

LISTING MEMORANDUM
Bolivarian Republic of Venezuela
U.S.$4,200,000,000 11.95% Amortizing Bonds due 2031 (the "Bonds")
______________________
The Bonds will bear interest at the rate of 11.95% per annum, accruing from August 5, 2011 and will pay interest on
August 5 and February 5 of each year, commencing February 5, 2012. The Bolivarian Republic of Venezuela (the "Republic" or
"Venezuela") will pay the principal of the Bonds in installments of 33%, 33% and 34% of the aggregate amount on August 5 of
each year, commencing on August 5, 2029. The Bonds will mature on August 5, 2031. The Bonds are not redeemable prior to
maturity, except for the regularly scheduled amortization of principal for the Bonds, and are not entitled to the benefit of any
sinking fund. The Bonds are direct, unconditional and unsecured obligations of Venezuela. Venezuela has applied to list the
Bonds on the Official List of the Luxembourg Stock Exchange (the "Exchange") and to trade the Bonds on the Euro MTF market
of the Exchange.
The Bonds are designated Collective Action Securities and, as such, contain provisions regarding future modifications to their
terms that differ from those applicable to certain of Venezuela's outstanding public issues of capital market indebtedness. Under
these provisions, which are described in the section entitled "Description of the Bonds--Meetings and Amendments" in this
Listing Memorandum, Venezuela may amend the payment provisions and certain other terms of the Bonds with the consent of
the holders of 75% of the aggregate principal amount outstanding of the Bonds.
The provisions relating to events of default in the Bonds differ from those contained in the majority of Venezuela's other
outstanding public issues of capital market indebtedness in that the Bonds do not contain an event of default provision that would
be triggered if Venezuela were to cease at a future date to maintain its membership in the International Monetary Fund ("IMF")
or to cease to be eligible to use the general resources of the IMF.
Issue Price: 100%
plus accrued interest, if any, from August 5, 2011
Delivery of the Bonds will be made on August 5, 2011 through the book-entry facilities of The Depositary Trust Company
("DTC") and its direct and indirect participants including Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream, Luxembourg").
The initial placement of the Bonds will be made through Banco Central de Venezuela's ("Banco Central") SICOTME (System
for the Initial Placement of Bonds denominated in Foreign Currency) pursuant to Resolution No. 10-06-02 issued by Banco
Central's Board of Directors on June 10, 2010, as amended by Resolution No. 11-02-01 issued by Banco Central's Board on
February 10, 2011. Only financial institutions authorized by Banco Central may place orders with SICOTME, for their own
account or for their clients' accounts.
See "Risk Factors" beginning on page 5 to read about certain risks you should consider before investing in the Bonds.
You should read this Listing Memorandum carefully before you invest.
The Bonds have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and
are subject to United States tax law requirements. The Bonds are being offered outside the United States in accordance
with Regulation S under the Securities Act ("Regulation S") and may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons as defined in Regulation S except to persons in offshore
transactions in reliance on Regulation S. This Listing Memorandum has been prepared by the Republic solely for use in
connection with the offer and sale of the Bonds outside the United States pursuant to Regulation S.
Lead Dealer Manager
Deutsche Bank Securities
Dealer Manager
Evrofinance Mosnarbank
This Listing Memorandum is dated August 5, 2011.

You should rely only on the information contained in this Listing Memorandum. The Republic has not
authorized anyone to provide you with different or additional information. The Republic is not making an
offer of the Bonds in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information provided by this Listing Memorandum is accurate as of any date other than the date on the front
of this Listing Memorandum. The financial condition and prospects of the Republic may have changed since
that date.
TABLE OF CONTENTS
Listing Memorandum
ABOUT THIS LISTING MEMORANDUM ................................................................................................................1
FORWARD-LOOKING STATEMENTS .....................................................................................................................2
ENFORCEMENT OF CIVIL LIABILITIES ................................................................................................................4
RISK FACTORS ...........................................................................................................................................................5
USE OF PROCEEDS ..................................................................................................................................................10
DESCRIPTION OF THE BONDS ..............................................................................................................................11
PRINCIPAL ECONOMIC INDICATORS .................................................................................................................23
RECENT DEVELOPMENTS .....................................................................................................................................24
REGISTRATION AND BOOK-ENTRY SYSTEM ...................................................................................................69
BANCO CENTRAL UNDERTAKING......................................................................................................................70
CLEARING AND SETTLEMENT.............................................................................................................................71
VENEZUELAN TAXATION .....................................................................................................................................73
NOTICE TO VENEZUELAN INVESTORS..............................................................................................................74
DEALER MANAGERS ..............................................................................................................................................75
VALIDITY OF THE BONDS.....................................................................................................................................76
GENERAL INFORMATION......................................................................................................................................76
COUNTRY DESCRIPTION .....................................................................................................................................D-1
TABLES AND SUPPLEMENTARY INFORMATION........................................................................................... T-1
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ABOUT THIS LISTING MEMORANDUM
The Republic, having made all reasonable inquiries, confirms that this Listing Memorandum contains all
information with respect to the Republic and the Bonds which is material in the context of the issue and offering of
the Bonds, that such information is true and accurate in all material respects and is not misleading, that the opinions
and intentions expressed herein are honestly held, have been reached after considering all relevant circumstances
and are based on reasonable assumptions, and that, to the best of the Republic's knowledge and belief, there are no
other facts the omission of which would make any such information or the expression of any such opinions and
intentions materially misleading. The Republic accepts responsibility accordingly. This Listing Memorandum
constitutes a prospectus for the purpose of Luxembourg law dated July 10, 2005 on prospectuses for securities.
Neither Deutsche Bank Securities Inc., as Lead Dealer Manager, nor Evrofinance Mosnarbank, as Dealer Manager,
(together the "Dealer Managers") makes any representation or warranty, express or implied, as to the accuracy or
completeness of this information, and nothing contained in this Listing Memorandum is, or shall be relied upon as, a
promise or representation, whether as to the past or the future. The Dealer Managers have not independently
verified any of such information and do not assume any responsibility for its accuracy or completeness. The Dealer
Managers do not warrant that no events have occurred that have not yet been publicly disclosed by the Republic and
that would affect the accuracy or completeness of the information concerning the Republic included herein. Each
person receiving this Listing Memorandum acknowledges that (i) such person has not relied on the Dealer Managers
or any person affiliated with the Dealer Managers in connection with its investigation of the accuracy of such
information or its investment decision, and (ii) no person has been authorized to give any information or to make
any representation concerning the Republic or the Bonds other than as contained herein and, if given or made, any
such other information or representation by such persons should not be relied upon as having been authorized by or
made on behalf of the Republic or the Dealer Managers.
This Listing Memorandum does not constitute an offer of, or an invitation by or on behalf of the Republic or the
Dealer Managers to purchase, any of the Bonds. The Listing Memorandum may only be used for the purposes for
which it has been published. The distribution of this Listing Memorandum and the offer and sale of the Bonds in
certain jurisdictions may be restricted by law. Persons into whose possession this Listing Memorandum comes are
required by the Republic and the Dealer Managers to inform themselves about and to observe any such restrictions.
For a description of certain further restrictions on offers and sales of the Bonds and distribution of this Listing
Memorandum, see "Dealer Managers".
References to the "Republic" or "Venezuela" are to the Bolivarian Republic of Venezuela.
The Republic is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realize upon
judgments of courts in the United States against the Republic. See "Enforcement of Civil Liabilities" and "Risk
Factors--Legal Status and Enforcement" in this Listing Memorandum.
Unless otherwise specified or the context requires, references to "dollars", "U.S. dollars", "U.S.$" and "US$" are to
United States dollars; references to "Bolívares" and "Bs." are to Venezuelan Bolívares, the currency of Venezuela;
references to "Euro", "EUR" and "" are to the lawful currency of the European Union; references to "¥" are to
Japanese yen; and references to "bpd" are to barrels per day. As used in this Listing Memorandum, the term
"billion" means one thousand million, or 1,000,000,000, and the term "trillion" means one thousand billion, or
1,000,000,000,000. Historical amounts translated into Bolívares or U.S. dollars have been converted at historical
rates of exchange, unless otherwise stated. Unless otherwise noted herein, all references to Venezuelan Bolívares
refer to nominal Bolívares. Certain amounts that appear in this Listing Memorandum have been rounded for ease of
presentation. Accordingly, figures shown as totals in certain tables may not represent an arithmetical aggregation of
the amounts that precede them.
Pursuant to Decree No. 5,229 of the President of the Republic, as published in the Official Gazette No. 38,638 of
March 6, 2007, the government of Venezuela implemented a redenomination of the Bolívar, which became fully
effective on January 1, 2008. Under the redenomination plan, all amounts expressed in Bolívares before the
redenomination were thereafter divided by 1,000. In sum, the measure established a new monetary scale that
eliminated three zeroes from all denominations of the Bolívar. In preparation for the conversion, the adjective
"Fuerte" was, for a transition period that ended on January 1, 2009, added to the word "Bolívar", to make it "Bolívar
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Fuerte." Additionally, all prices were expressed in both Bolívares and Bolívares Fuertes from October 1, 2007 until
January 1, 2008. The title "Bolívar Fuerte" was rescinded on January 1, 2009. Since that date, the domestic
currency of Venezuela is again officially referred to as the Bolívar. Accordingly, all references herein to
Venezuela's currency will be to the Bolivar or Bolívares (and not the Bolívar Fuerte or Bolívares Fuertes). Except
as expressly noted herein, all Bolívar figures included in this Listing Memorandum, whether for periods prior to or
after the effective date of the redenomination plan, are expressed in redenominated Bolívares.
Effective January 1, 2008, the U.S. dollar exchange rate was set at Bs.2.14 = U.S.$1.00 for purchase operations and
Bs.2.15 = U.S.$1.00 for sale operations. On December 30, 2010, the Government eliminated the dual-exchange rate
regime and established a single-exchange rate. According to Convenio Cambiario No. 14, the Ministry of Finance,
together with Banco Central, established an exchange rate of Bs.4.30 = U.S.$1.00 for all transactions. Effective
January 1, 2011, the U.S. dollar exchange rate was set at Bs.4.2893 = U.S.$1.00 for purchase operations and Bs.4.30
= U.S.$1.00 for sale operations.
For further information on foreign exchange and the exchange rates applicable in the periods covered by this Listing
Memorandum, see "Risk Factors--Foreign Exchange Control Regime".
FORWARD-LOOKING STATEMENTS
This Listing Memorandum contains forward-looking statements. Statements that are not historical facts, including
statements about Venezuela's beliefs and expectations, are forward-looking statements. Specifically, words such as
"anticipates", "estimates", "expects", "intends", "plans", "seeks", "believes" and "will", and words and terms of
similar substance used in connection with any discussion of future economic, social or political developments,
identify forward-looking statements. These statements are based on current plans, objectives, estimates and
projections and you should not place undue reliance on them. Forward-looking statements speak only as of the date
they are made, and Venezuela undertakes no obligation to update any of them in light of new information or future
events. Forward-looking statements include, but are not limited to:

Venezuela's statements regarding its prospects for continued political stability;

Venezuela's plans with respect to the implementation of its economic plan;

Venezuela's outlook for inflation, interest rates and its fiscal accounts; and

Venezuela's statements concerning the degree of its success in the development of the non-petroleum
sectors of its economy.
Forward-looking statements involve inherent risks. Venezuela cautions you that many factors could affect the future
performance of the Venezuelan economy. These factors include, but are not limited to:
External factors, such as:

higher international interest rates, which could increase Venezuela's debt service requirements and
require a shift in budgetary expenditures toward additional debt service;

lower oil prices, which could decrease Venezuela's fiscal and foreign exchange revenues and could
negatively affect Venezuela's tax receipts, the balance of payments and the level of international
reserves;

recession or low growth in Venezuela's trading partners, which could lead to fewer exports from
Venezuela and, therefore, affect Venezuela's growth;

damage to and volatility in the international capital markets for emerging markets issuers caused by
economic conditions in other emerging markets and the international capital markets generally, which
could affect Venezuela's ability to engage in planned borrowing;

changes in import tariffs and exchange rates of other countries, which could harm Venezuelan
exporters and, as a consequence, have a negative impact on the growth of Venezuela's economy;
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changes in the international prices of commodities; and

a deterioration in relations between Venezuela and other countries in the region or other disruptions to
its international relations.
Internal factors, such as:

the effect of the Venezuelan Government's exchange control regime on the ability of domestic and
international businesses to obtain foreign currency to pay for imported goods and raw materials, as
well as Venezuela's ability to continue to attract foreign investment;

the Venezuelan Government's ability to pass legislation in support of Venezuela's economic plan, as
well as public support for legislation that has been enacted as part of Venezuela's economic plan;

the stability of the banking system;

general economic and business conditions in Venezuela, including a decline in foreign direct and
portfolio investment, high domestic inflation, high domestic interest rates and volatile unemployment
levels, each of which could lead to lower levels of growth, lower international reserves and diminished
access of both the government and Venezuelan businesses to international capital markets;

the Venezuelan Government's ability to contain inflationary pressures in the economy;

foreign currency reserves; and

the level of domestic debt.
3

ENFORCEMENT OF CIVIL LIABILITIES
Venezuela is a foreign state. As a result, you may not be able to effect service of process within the United States
against Venezuela or enforce against Venezuela judgments in the courts of the United States predicated on the civil
liability provisions of the federal or state securities laws of the United States. Venezuela has agreed to submit to the
jurisdiction of United States federal and New York state courts located in the Borough of Manhattan, New York,
New York, the courts of England located in London and the courts of Venezuela located in Caracas, and has waived
some immunities and defenses in actions that might be brought against Venezuela with respect to the Bonds. Under
Venezuelan law, neither Venezuela nor any of Venezuela's property have any immunity from the jurisdiction of any
court or from set-off or any legal process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution or otherwise), except that Venezuela, as well as Venezuela's
properties located in Venezuela, have immunity from set-off, attachment prior to judgment, attachment in aid of
execution of judgment and execution of a judgment in actions and proceedings in Venezuela.
4

RISK FACTORS
This section describes certain risks associated with investing in the Bonds. You should consult your financial and
legal advisors about the risk of investing in the Bonds. Venezuela disclaims any responsibility for advising you on
these matters. Investors are urged to read carefully the entirety of this Listing Memorandum and to note, in
particular, the following considerations.
Social and Political Risks
From the outset of the administration of President Chávez, the government has pursued policies focused on
fundamentally changing the social and political order of Venezuela to promote the interests of the poorer elements
of the population. In prior years significant social and political tensions have arisen from those elements of society
that oppose such initiatives. Such tensions have in the past had a negative impact on the economic performance of
Venezuela and a recurrence of such tensions could have similar consequences.
Between December 2001 and August 2004, there was a period of intense political and social turmoil involving
groups that opposed and those that supported the Government. In May 2003, the Government and opposition groups
signed an agreement that established a constitutional solution to the political instability facing Venezuela in the form
of a potential referendum on the rule of President Chávez. On August 15, 2004, a recall referendum was held in
which approximately 59% of the votes cast were against recalling President Chávez.
On December 3, 2006, President Chávez was re-elected President for a six-year term, capturing 62.8% of the vote.
The last elections for state and local officials were held on November 23, 2008, which included over 500 races,
including 23 state governors, 335 mayors and 167 state legislative council members. Candidates from Partido
Socialista Unido de Venezuela ("PSUV"), the party headed by President Chávez, won 17 of the 23 gubernatorial
elections and approximately 80% of the mayoral offices, but candidates associated with opposition parties were
elected in Venezuela's three most populous states, as well as several major cities including the federal district of
Caracas and Maracaibo.
In August 2007, President Chávez submitted to the National Assembly, in accordance with procedures contained in
the 1999 Constitution, a proposal to amend the 1999 Constitution. According to the figures announced by the
National Electoral Council (the "CNE"), on December 2, 2007, approximately 50.8% of the voters rejected these
changes. In December 2008, President Chávez submitted a new proposal to the National Assembly to amend the
1999 Constitution to eliminate all term limits on the number of times elected officials may hold the same office. In a
referendum held on February 15, 2009 to approve or disapprove of the proposed amendment, approximately 54.9%
of the voters approved the changes to the 1999 Constitution.
On September 26, 2010, elections were held for the 165 seats in the National Assembly. PSUV won 98 seats, the
other parties aligned with the Chávez administration won 2 seats and the opposition won the remaining 65 seats.
Most of the Commissions in the National Assembly are led by members of PSUV. The next elections for the
president and state and local officials are scheduled at the end of 2012 and for the National Assembly in 2015. On
December 22, 2010, the National Assembly approved an amendment to its Internal Rules of Debates, reducing the
minimum number of meetings and limiting the time for speeches in the Assembly.
Social and political tensions that have affected economic performance in Venezuela in the past have not recurred for
a number of years, but given the fundamental nature of the reforms sought by the Chávez administration, the
possibility of future unrest and its attendant impact on economic performance, cannot be excluded.
President's Health
On June 30, 2011, President Hugo Chávez addressed the nation for the first time since undergoing surgery in Cuba
earlier that month, announcing that he is being treated for cancer. On July 17, 2011, President Chávez again went to
Cuba to undergo chemotherapy, returning on July 23, 2011. If President Chávez were to become incapable of
maintaining his duties as president, the person acting as Vice President would assume presidential responsibilities
for the remainder of President Chávez's six-year term under Article 233 of the Constitution. The next presidential
election is scheduled for the end of 2012, with the new term to begin in January 2013.
5

Economic Risks
Certain economic risks are inherent in any investment in an emerging market.
Investing in an emerging market economy such as Venezuela carries certain economic risks which may be different
from that of more developed economies. These risks include economic instability that may affect Venezuela's
economic results. Economic instability in Venezuela and in other Latin American and emerging market countries
has been caused by many different factors, including the following:
· high levels of inflation;
· exchange controls;
· high interest rates;
· changes in currency values;
· wage and price controls;
· changes in economic or tax policies; and
· the imposition of trade barriers.
Any of these factors, as well as volatility in the markets for securities similar to the Bonds, may adversely affect the
liquidity of and trading markets for the Bonds.
Foreign Exchange Control Regime
A devaluation of the Bolivar could have a material adverse effect on the Venezuelan economy.
The Foreign Currency Administration Commission ("CADIVI") administers, manages and controls the exchange
control regime. Purchases and sales of foreign currencies are centralized in Banco Central. The Ministry of
Finance, together with Banco Central, is in charge of setting the exchange rate with respect to the U.S. dollar and
other currencies.
Pursuant to Convenio Cambiario 18 dated June 1, 2010 between the Ministry of Finance and Banco Central, Banco
Central was vested with the authority to regulate the transaction in Bolívares of securities denominated in foreign
currency issued by the Republic and other entities owned directly or indirectly by the Republic. On September 30,
2010, Banco Central's Board of Directors issued Resolution 10-09-01, under which all secondary market
transactions in Bolívares of securities denominated in foreign currency issued by the Republic and other entities
owned directly or indirectly by the Republic are centralized with Banco Central's SITME (System for the
Transaction of Bonds Denominated in Foreign Currency) in which only financial institutions may participate.
The SITME system allows entities to acquire U.S. dollars at an implicit Bolivar/U.S. dollar exchange rate that
results from the purchase and sale of Republic bonds at the range price set by the Government. Such a change has
resulted and could result in the devaluation of the Bolivar against the U.S. dollar. Devaluation of the Bolívar could
have a material adverse effect on Venezuelan companies and financial institutions, which could adversely affect the
Venezuelan economy.
Sovereign Credit Rating
Changes in Venezuela's credit ratings may adversely affect the value of the Bonds.
In February 2006, Standard & Poor's raised Venezuela's foreign currency debt rating from "B+" to "BB-", citing
economic growth and stronger international reserves. In October 2006, Standard & Poor's lifted its outlook on
Venezuela's sovereign debt from "stable" to "positive", citing the contribution of high oil prices to the continued
improvement in Venezuela's debt indicators. In January 2007, Standard & Poor's modified its outlook on
Venezuela's sovereign debt from "positive" to "stable", citing increased uncertainty with respect to government
policy. In December 2008, Standard & Poor's again changed its outlook on Venezuela's sovereign debt to
"negative" and affirmed Venezuela's sovereign credit rating at "BB-".
In September 2007, Moody's maintained Venezuela's foreign currency debt rating of "B2", citing the country's
strong foreign exchange reserve position and improving debt ratios, both external and fiscal. Also in September
6

2007, Moody's assigned a "stable" outlook to Venezuela's foreign currency debt rating, reflecting the expectations
of little change in policy direction and oil prices remaining relatively high.
In October 2007, Fitch cut its outlook on Venezuela's foreign currency-denominated debt rating of BB from "stable"
to "negative", citing an increasingly unsustainable macroeconomic policy framework. In December 2008, Fitch
lowered its rating for the Republic's foreign currency-denominated debt from "BB-" to "B+".
The information above was obtained from information available on the websites of the rating agencies.
Any actual or anticipated changes or downgrades in Venezuela's credit ratings could affect the market value of the
Bonds.
Oil Dependency
Any sustained decline in international petroleum prices, or decline in oil production, or disputes with former joint
venture partners could have a material adverse effect on the Venezuelan economy and its fiscal accounts.
The Republic, a member of the Organization of the Petroleum Exporting Countries ("OPEC"), is the world's
eleventh-largest oil producer and fourth-largest oil exporter. The structure of the Venezuelan fiscal system has been
highly dependent on petroleum revenues. From 2006 through 2010, petroleum products accounted for an average of
approximately 91% of Venezuela's total exports. During the same period, petroleum sector revenues accounted for
an average of approximately 45% of Venezuela's total Central Government revenues and petroleum sector activities
accounted for an average of approximately 12% of Venezuela's gross domestic product ("GDP"). In 2010,
petroleum activities accounted for approximately 11.7% of GDP, compared to approximately 11.6% in 2009.
The average export price for the Venezuelan oil basket in 2010 was U.S.$72.18 per barrel, an increase of 26.6%
from the average price of U.S.$57.01 per barrel recorded in 2009. There can be no assurance that Government
revenues from petroleum activities will not experience fluctuations as a result of changes in the international
petroleum market. Any sustained decline in international petroleum prices could adversely affect the Government's
fiscal accounts and international reserves. Additionally, Venezuelan petroleum production capacity may decrease if
the necessary capital expenditures are not allocated to this sector.
Legal Status and Enforcement
Venezuela is a foreign sovereign state and accordingly it may be difficult to obtain or enforce judgments against it.
Venezuela is a foreign state. As a result, it may not be possible for investors to effect service of process within their
own jurisdiction upon the Republic or to enforce against the Republic judgments obtained in their own jurisdictions.
Any such restriction might have a negative impact both on the liquidity of an investment in the Bonds and the
performance of an investment in the Bonds.
Interest Rate Risks
Fluctuations in U.S. dollar interest rates may affect the market value of the Bonds.
Investors in the Bonds should be aware that an investment in the Bonds may involve an interest rate risk insofar as
there may be fluctuations in U.S. dollar interest rates. Fluctuations in interest rates in U.S. dollars may affect the
market value of the Bonds. Such fluctuations might have a material adverse effect on the performance of an
investment in the Bonds.
Global Markets
Venezuela's economy remains vulnerable to external shocks, including the current global economic crisis and those
that could be caused by future significant economic difficulties of or political difficulties with its major regional
trading partners or by more general "contagion" effects, which could have a material adverse effect on Venezuela's
economic growth and its ability to service its public debt.
7

Venezuela experienced an economic contraction in 2010 and other adverse economic and financial effects as a result
of the global economic crisis. The economic contraction in 2010 resulted in a decrease of 1.6% in the non-
petroleum sector. However, the petroleum sector increased by 0.1% in 2010 as compared to 2009. The contraction
in the non-petroleum sector in 2010 resulted from a decrease in construction and trade sectors by 7.0% and 6.1%,
respectively. For the year ended December 31, 2010, GDP totaled approximately Bs.55.8 billion in 1997 Constant
Bolívares, contracting by 1.5% as compared to 2009.
A significant decline in the economic growth of any of Venezuela's major trading partners, such as the United
States, China or Brazil, or a deterioration in these trading relationships could have a material adverse effect on
Venezuela's balance of trade and adversely affect Venezuela's economic growth. While the United States and
Colombia have traditionally been Venezuela's largest export markets, trading with Colombia has decreased in recent
years. For the twelve-month period ended December 31, 2010, the United States accounted for 31.6% of
Venezuela's total imports, China accounted for 10.9% of Venezuela's total imports, and Brazil accounted for 9.4%
of Venezuela's total imports. Colombia accounted for 4.7% of Venezuela's total imports, as compared to 11.8%
during the same period in 2009. For the twelve-month period ended December 31, 2010, the United States
accounted for 48.9% of Venezuela's total exports, China accounted for 7.7% of Venezuela's total exports, and
Brazil accounted for 0.7% of Venezuela's total exports. Colombia accounted for 0.4% of Venezuela's total exports,
as compared to 0.8% during the same period in 2009.
In addition, because international investors' reactions to the events occurring in one emerging market country
sometimes have demonstrated a "contagion" effect with respect to other emerging market countries, in which an
entire region or class of investment is disfavored by international investors, Venezuela could be affected by negative
economic or financial developments in other emerging market countries. In the past, Venezuela 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 and the 1999 devaluation of the Brazilian real. There can be no assurance that a
continuation or acceleration of these crises or similar events will not negatively affect investor confidence in
emerging markets or the economies of the principal countries in Latin America, including the Republic. In addition,
there can be no assurance that these events will not adversely affect the Republic's economy, its ability to raise
capital in the external debt markets in the future, or pay its existing obligations.
Relations with Trading Partners
As a result of disagreements between Venezuela and Colombia, starting in the third quarter of 2009 both countries
began pursuing a policy of diversification of their trading counterparties. On August 10, 2010, President Chávez
and the new Colombian president, Juan Manuel Santos, restored diplomatic relations between the two countries and
agreed to create joint committees dealing with trade relations and economic cooperation, among other topics.
In May 2011, the U.S. imposed sanctions on seven companies, including PDVSA, under the Iran Sanctions Act of
1996, as amended by the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, for their
activities in support of Iran's energy sector. PDVSA was santioned due to the delivery of at least two cargoes of
reformate to Iran between December 2010 and March 2011 worth approximately $50 million. Reformate is a
blending component that improves the quality of gasoline. The sanctions imposed on PDVSA prohibit the company
from competing for U.S. government procurement contracts, securing financing from the Export-Import Bank of the
United States and obtaining U.S. export licenses. These sanctions do not apply to PDVSA subsidiaries and do not
prohibit the export of crude oil to the United States.
Limited Trading Market for the Bonds
There is no established trading market for the Bonds, and the price at which the Bonds will trade in the secondary
market is uncertain.
Application has been made to list the Bonds on the Official List of the Exchange and to trade the Bonds on the Euro
MTF market of the Exchange. The Republic has been advised by the Dealer Managers that they intend to make a
market in the Bonds but are not obligated to do so and may discontinue market making at any time without notice.
No assurance can be given as to the liquidity of the trading market for the Bonds. If an active market for the Bonds
fails to develop or continue, this failure could harm the trading price of the Bonds. Under the provisions of the
Bonds, the Republic is permitted to, and may in its discretion, acquire the Bonds through open-market purchase,
8