Bond Brazilia 2.875% ( XS1047674947 ) in EUR

Brazilia

100 % ▼

Brazil

XS1047674947 ( in EUR )

2.875% per year ( payment 1 time a year)

31/03/2021 - Bond has expired

Prospectus brochure of the bond Brazil XS1047674947 in EUR 2.875%, expired

100 000 EUR

1 000 000 000 EUR

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.

The Bond issued by Brazilia ( Brazil ) , in EUR, with the ISIN code XS1047674947, pays a coupon of 2.875% per year.
The coupons are paid 1 time per year and the Bond maturity is 31/03/2021

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 1, 2012)
1,000,000,000
Federative Republic of Brazil
2.875% Global Bonds due 2021
Brazil will pay interest on the global bonds on April 1 of each year, commencing on April 1, 2015. The
global bonds will mature on April 1, 2021.
The global bonds will be designated Collective Action Securities and, as such, will contain provisions
regarding acceleration and future modifications to their terms that differ from those applicable to Brazil's
outstanding public external indebtedness issued prior to April 28, 2003. Under these provisions, which are
described in the sections entitled "Description of the Global Bonds--Default; Acceleration of Maturity" and
"--Amendments and Waivers" in this prospectus supplement and "Collective Action Securities" in the
accompanying prospectus, Brazil may amend the payment provisions of the global bonds and certain other terms
with the consent of the holders of 75% of the aggregate principal amount of the outstanding global bonds.
The global bonds will not be entitled to the benefit of any sinking fund.
Application has been 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-6 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) . . . . . . . . . . . . . . . . . . . .
99.464%
994,640,000
Underwriting discount . . . . . . . . . . . . . . . . . . . .
0.25%
2,500,000
Proceeds, before expenses, to Brazil(1) . . . . . . . .
99.214%
992,140,000
(1) Plus accrued interest, if any, from April 3, 2014, 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 Euroclear System plc, and
Clearstream Banking, société anonyme, Luxembourg, against payment on or about April 3, 2014.
Joint Lead Managers and Joint Bookrunners
BB Securities
J.P. Morgan
Santander
The date of this prospectus supplement is March 27, 2014.

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-1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
Table of References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
About this Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-11
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-13
Description of the Global Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-18
Global Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-24
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-26
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-32
Validity of the Global Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
Official Statements and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-37
Prospectus
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Data Dissemination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Collective Action Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Arbitration and Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Validity of the Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Official Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Authorized Representative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
S-i

SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the
accompanying prospectus. It is not complete and may not contain all of the information that you should consider
before investing in the global bonds. You should read this entire prospectus supplement and the accompanying
prospectus carefully.
The Issuer
Overview
Brazil is the fifth largest country in the world and occupies nearly half the land area of South America.
Brazil shares a border with every country in South America except Chile and Ecuador. The capital of Brazil is
Brasília, and the official language is Portuguese. On December 31, 2012, Brazil's estimated population was
196.5 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 re-
elected 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 31, 2010, the Workers' Party (PT) candidate, Dilma
Vana Rousseff, was elected Brazil's first female President. She took office on January 1, 2011, replacing the
outgoing president, Luiz Inácio Lula da Silva.
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 on October 3, 2010,
513 deputies and 54 of 81 senators were elected. These officials took office on February 1, 2011.
Judicial power is exercised by the Federal Supreme Court (composed of 11 Justices), the Superior Court of
Justice (composed of 33 Justices), the Federal Regional Courts (appeals courts), military courts, labor courts,
electoral courts and the several lower federal courts and state courts, both appellate and first instance courts. The
Federal Supreme Court, whose members are appointed by the President for life (with mandatory retirement at 70
years of age), has ultimate appellate jurisdiction over decisions rendered by lower federal and state courts on
Constitutional matters.
S-1

SELECTED BRAZILIAN ECONOMIC INDICATORS
2009
2010
2011
2012
2013
The Economy
Gross Domestic Product:
(in billions of current Brazilian reais) . . . . . . . . . . . . R$
3,239.40
R$
3,770.08
R$
4,143.01
R$
4,392.09
R$
4,837.95
(at current prices in U.S.$ billions)(1) . . . . . . . . . . . . U.S.$ 1,625.6
U.S.$
2,143.9
U.S.$
2,475.1
U.S.$
2,247.3
U.S.$
2,239.9
Real GDP Growth (decline)(2) . . . . . . . . . . . . . . . . . . . . .
(0.3)%
7.5%
2.7%
1.0%
2.3%
Population (millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
191.5
193.3
194.9
196.5
201.0
GDP Per Capita(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S.$8,489.82
U.S.$11,093.88
U.S.$12,696.10
U.S.$11,435.04
U.S.$11,141.95
Unemployment Rate(4) . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.8%
5.3%
4.7%
4.6%
4.3%
IPCA (rate of change) (5) . . . . . . . . . . . . . . . . . . . . . . . . . .
4.3%
5.9%
6.5%
5.8%
5.9%
IGP-DI (rate of change)(6) . . . . . . . . . . . . . . . . . . . . . . . . .
(1.4)%
11.3%
5.0%
8.1%
5.5%
Nominal Devaluation Rate(7) . . . . . . . . . . . . . . . . . . . . . .
(25.5)%
(4.3)%
12.6%
8.9%
14.6%
Domestic Real Interest Rate(8) . . . . . . . . . . . . . . . . . . . . .
5.38%
3.66%
4.80%
2.50%
2.17%
Balance of Payments (in U.S.$ billions)
Exports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
153.0
201.9
256.0
242.6
242.2
Imports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(127.7)
(181.8)
(226.2)
(223.2)
(239.6)
Current Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(24.3)
(47.3)
(52.5)
(54.2)
(81.4)
Capital and Financial Account (net) . . . . . . . . . . . . . . . . . .
71.3
99.9
112.4
70.2
75.4
Overall Balance (Change in Reserves) . . . . . . . . . . . . . . . .
46.7
49.1
58.6
18.9
(5.9)
Total Official Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . .
238.5
288.6
352.0
378.61
375.79
Public Finance (% of GDP)
Central Government Primary Balance (9) . . . . . . . . . . . . .
1.3%
2.1%
2.3%
2.0%
1.6%
Consolidated Public Sector Primary Balance (10) . . . . . . .
2.0%
2.7%
3.1%
2.4%
1.9%
Federal Public Debt (in R$ billions)
Domestic Federal Public Debt (DFPD or DPMFi) . . . . . . R$
1,398.42
R$
1,603.94
R$
1,783.06
R$
1,916.71
R$
2,028.13
External Federal Public Debt (EFPD or DPFe) . . . . . . . . . R$
98.97
R$
90.10
R$
83.29
R$
91.28
R$
94.68
Federal Public Debt as % of Nominal GDP . . . . . . . . . . . .
46.2%
44.9%
45.0%
45.6%
43.9%
Total Federal Public Debt (in R$ billions)(11) . . . . . . . . R$
1,497.39
R$
1,694.00
R$
1,866.35
R$
2,007.98
R$
2,122.81
General Government Gross Debt (GGGD or DBGG)
(in R$ billions)(12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . R$
1,973.42
R$
2,011.52
R$
2,243.60
R$
2.583.95
R$
2,748.00
DBGG as % of GDP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60.9%
53.4%
54.2%
58.7%
57.2%
Public Sector Net Debt (NPSD or DLSP) (in R$
billions)(13)(14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R$
1,362.71
R$
1,475.82
R$
1,508.55
R$
1,550.08
R$
1,626.33
DLSP as % of GDP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42.1%
39.2%
36.4%
35.2%
33.8%
(1) Converted into U.S. dollars based on the weighted average exchange rate for each year.
(2) Calculated based upon current Brazilian reais.
(3) Not adjusted for purchasing power parity.
(4) Unemployment in the metropolitan areas of Rio de Janeiro, São Paulo, Belo Horizonte, Porto Alegre, Salvador and Recife at the end of the
relevant period.
(5) The Extended National Consumer Price Index (Índice de Preços ao Consumidor Amplo or "IPCA") as reported by the National Bureau of
Geography and Statistics (Fundação Instituto Brasileiro de Geografia e Estatística or "IBGE").
(6) The General Price Index-Domestic Supply (Índice Geral de Preços-Disponibilidade Interna or "IGP-DI") is one indicator of inflation. While
many inflation indicators are used in Brazil, the IGP-DI, calculated by the Getúlio Vargas Foundation, an independent research organization, is
one of the most widely utilized indices.
(7) Year-over-year percentage appreciation of the U.S. dollar against the Brazilian real (sell side).
(8) Brazilian federal treasury securities deflated by the IPCA and adjusted at each month-end to denote real annual yield.
(9) The Central Government consists of the National Treasury Secretariat, the Social Security System ("RGPS") and the Central Bank. The
Consolidated Public Sector consists of the Central Government, states, municipalities and public enterprises, except Petrobras and Eletrobras.
(10) Primary results represent Federal Government revenues less Federal Government expenditures, excluding interest expenditures on public debt.
(11) Total Federal Public Debt announced by the National Treasury Secretariat.
(12) The General Government Gross Debt ("GGGD") pertains to that 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 companies (at the three levels of government) are not
covered by the GGGD category. Although the Central Bank is not an entity whose liabilities figure in this indicator, its open-market operations
committed to the financial sector are classified as general government debt.
(13) The Net Public Sector Debt ("NPSD") refers to 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, net debt includes Central
Bank assets and liabilities including, among other items, international reserves (assets) and the monetary base (liabilities).
(14) NPSD is the main indebtedness indicator used by the Federal Government when making economic policy decisions and, as compared to GGGD,
more adequately reflects the dynamics of public liabilities and the Federal Government's fiscal efforts, which are shown by the consolidated
primary balance at all levels. For example, in its fiscal reports, the Federal Government generally focuses on the NPSD/GDP ratio, and includes
in its Budgetary Guidelines Law ("LDO") an annual estimate of this indicator's evolution for the current year and three subsequent years, based
on its expectations about real interest rates, economic growth and primary surplus targets for the whole public sector.
Sources: IBGE; Getúlio Vargas Foundation; Central Bank; National Treasury Secretariat; IPEA
S-2

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 . . . . . . . . . . . . . . . . . . . 2.875 % Global Bonds due 2021
Aggregate Principal Amount . . . . . . . . 1,000,000,000.
Maturity Date . . . . . . . . . . . . . . . . . . . . April 1, 2021.
Interest Rate . . . . . . . . . . . . . . . . . . . . . . 2.875% per annum based upon the actual number of days in a 365-
day year or a 366-day year, as applicable.
Interest Payment Dates . . . . . . . . . . . . . April 1 of each year, starting April 1, 2015.
Price to Public . . . . . . . . . . . . . . . . . . . . 99.464% of the principal amount, plus accrued interest, if any, from
April 3, 2014.
Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil will issue the global bonds in the form of one or more global
book-entry securities in fully registered form, without coupons, which
will be deposited with a common depositary for Euroclear Bank S.A./
N.V, as operator of the Euroclear System plc and Clearstream
Banking, société anonyme, Luxembourg. Brazil will not issue the
global bonds in bearer form.
Denominations . . . . . . . . . . . . . . . . . . . . Brazil will issue the global bonds only in denominations of 100,000
and integral multiples of 1,000 in excess thereof.
Payment of Principal and Interest . . . . Principal and interest on the global bonds will be payable in euros.
Status . . . . . . . . . . . . . . . . . . . . . . . . . . . The global bonds will rank equal in right of payment with all of
Brazil's existing and future unsecured and unsubordinated external
indebtedness.
Redemption . . . . . . . . . . . . . . . . . . . . . . The global bonds will not be redeemable prior to maturity and are not
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 be designated Collective Action Securities and,
as such, will contain provisions regarding acceleration and voting on
amendments, modifications, changes and waivers that differ from
S-3

those applicable to Brazil's outstanding public external indebtedness
issued prior to April 28, 2003 and described in the accompanying
prospectus. The provisions described in this prospectus supplement
will govern the global bonds. These provisions are commonly
referred to as "collective action clauses". These provisions are
described in the sections entitled "Description of the Global Bonds--
Default; Acceleration of Maturity" and "--Amendments and
Waivers" in this prospectus supplement and "Collective Action
Securities" in the accompanying prospectus.
Listing and Admission to Trading . . . . Application has been made to list the global bonds on the
Luxembourg Stock Exchange and to have the global bonds trade on
the Euro MTF Market.
Fiscal Agent . . . . . . . . . . . . . . . . . . . . . . The global bonds will be issued pursuant to a fiscal agency
agreement, dated as of November 1, 1996, as amended by
Amendment No. 1 thereto, dated as of April 28, 2003, Amendment
No. 2 thereto, dated as of March 30, 2004, Amendment No. 3 thereto,
dated as of June 28, 2004, and Amendment No. 4 thereto, dated as of
August 31, 2011 (as amended, the "fiscal agency agreement"),
between Brazil and The Bank of New York Mellon (successor-in-
interest to JPMorgan Chase Bank, N.A.), as fiscal agent, paying
agent, transfer agent and registrar.
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . For a discussion of the Brazilian and United States tax consequences
associated with the global bonds, see "Taxation--Brazilian Taxation"
and "--United States Federal Income Taxation" in this prospectus
supplement and "Debt Securities--Tax Withholding; Payment of
Additional Amounts" in the accompanying prospectus. Investors
should consult their own tax advisors in determining the non-United
States, United States federal, state, local and any other tax
consequences to them of the purchase, ownership and disposition of
the global bonds.
Further Issues . . . . . . . . . . . . . . . . . . . . From time to time, without the consent of holders of the global bonds,
and subject to the required approvals under Brazilian law, Brazil may
create and issue additional debt securities with the same terms and
conditions as those of the global bonds (or the same except for the
amount of the first interest payment and the issue price), provided that
such additional debt securities do not have, for purposes of U.S.
federal income taxation (regardless of whether any holders of such
debt securities are subject to the U.S. federal tax laws), a greater
amount of original issue discount than the global bonds have as of the
date of issuance of such additional debt securities. See "Description
of the Global Bonds --Further Issues of the Global Bonds" in this
prospectus supplement.
Governing Law . . . . . . . . . . . . . . . . . . . The global bonds will be governed by the laws of the State of New
York, except with respect to the authorization and execution of the
global bonds, which will be governed by the laws of the Federative
Republic of Brazil.
S-4

Arbitration Clause . . . . . . . . . . . . . . . . . The global bonds will be designated Arbitration Clause A Securities
and as such will contain an agreement on the part of Brazil, the fiscal
agent and the holders of the global bonds to arbitrate, without
limitation, any dispute, controversy or claim arising out of or relating
to the fiscal agency agreement or the global bonds, unless the holder
elects to bring a claim in a competent court in Brazil, 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 securities. The provisions described
in more detail in the section entitled "Arbitration and Enforceability"
in the accompanying prospectus.
S-5

RISK FACTORS
This section describes certain risks associated with investing in the global bonds. You should consult your
financial and legal advisors about the risk of investing in the global bonds. Brazil disclaims any responsibility
for advising you on these matters.
The information in this section is directed to investors who are U.S. residents and does not address risks for
investors who are not U.S. residents. We disclaim any responsibility to advise prospective purchasers who are
residents of countries other than the United States with respect to any matters that may affect the purchase,
holding or receipt of payments of the global bonds. If you are not a U.S. resident, you should consult your own
financial and legal advisors.
Risk Factors Relating to the Global Bonds
The price at which the global bonds will trade in the secondary market is uncertain.
Brazil has been advised by the underwriters that they intend to make a market in the global bonds but are
not obligated to do so and may discontinue market making at any time without notice. Application has been made
to list the global bonds on the Luxembourg Stock Exchange and to have the global bonds admitted to trading on
the Euro MTF Market. We cannot assure you as to the liquidity of the trading market for the global bonds. The
price at which the global bonds will trade in the secondary market is uncertain.
The global bonds will contain provisions that permit Brazil to amend the payment terms without the consent
of all holders.
The global bonds will be designated Collective Action Securities and, as such, will contain provisions
regarding acceleration and voting on future amendments, modifications, changes and waivers, which are
commonly referred to as "collective action clauses." Under these provisions, certain key provisions of the global
bonds may be amended, including the maturity date, interest rate and other payment terms, with the consent of
the holders of 75% of the aggregate principal amount of the outstanding global bonds. See "Description of the
Global Bonds--Default; Acceleration of Maturity" and "--Amendments and Waivers" in this prospectus
supplement and "Collective Action Securities" in the accompanying prospectus.
Risk Factors Relating to Brazil
Brazil is a foreign state and accordingly it may be difficult to obtain or enforce judgments or arbitral
awards against it.
Brazil has agreed to arbitrate in New York any dispute, controversy or claim arising out of or related to the
fiscal agency agreement, the global bonds or any coupon appertaining thereto. However, Brazil is a foreign state
and has not waived any immunity or submitted to the jurisdiction of any court outside Brazil. As a result, an
arbitration proceeding in 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, as may be permitted by the terms of the
global bonds. 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.
Brazil's economy remains vulnerable to external shocks, including those relative to or similar to the global
economic crisis that began in 2008 and other shocks that could be caused by future significant economic
difficulties of its major regional trading partners or by more general "contagion" effects, each of which could
have a material adverse effect on Brazil's economic growth and its ability to service its public debt.
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Emerging market investment generally poses a greater degree of risk than investment in more mature
market economies because the economies in the developing world are more susceptible to destabilization
resulting from domestic and international developments.
Brazil's economy remains vulnerable to external shocks, including those relative to or similar to the global
economic crisis that began in 2008 and the recent uncertainties surrounding European sovereign debt. Asia and
the European Union are Brazil's largest export markets. While Brazil exports a more diversified bundle of
exports, both in terms of products and destinations, relative to its peers, a significant decline in the economic
growth or demand for imports of any of Brazil's major trading partners, such as 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. While in recent years Brazil has reduced its external vulnerability and consolidated sound
macroeconomic policies, Brazil has been adversely affected by such contagion effects on a number of occasions,
including following the 1997 Asian financial crisis, the 1998 Russian financial crisis, the 2001 Argentine
financial crisis and the 2008 global economic crisis. Similar developments may affect the Brazilian economy in
the future.
We cannot assure you that any crises such as those described above or similar events will not negatively
affect investor confidence in mature market economies, emerging markets or the economies of the principal
countries in Latin America, including Brazil. In addition, we cannot assure you that these events will not
adversely affect Brazil's economy and its ability to raise funding in the external debt markets in the future. See
"Forward-Looking Statements" in this prospectus supplement.
Recent federal court decisions in New York create uncertainty regarding the meaning of ranking provisions
and could potentially reduce or hinder the ability of sovereign issuers, including Brazil, to restructure their debt.
In ongoing litigation in United States federal courts in New York captioned NML Capital, Ltd. v. Republic
of Argentina, the U.S. Court of Appeals for the Second Circuit has ruled that the ranking clause in bonds issued
by Argentina prevents Argentina from making payments in respect of certain performing bonds issued in a
restructuring of Argentina's debt unless it makes pro rata payments on defaulted debt that ranks pari passu with
the performing bonds and has upheld the use of equitable remedies to enforce that decision. The court has stayed
the effect of its ruling until any decision on a timely petition to the United States Supreme Court to hear the case.
Brazil believes and has always intended that the equal ranking clause described in "Debt Securities--Status
of the Global Bonds" in the prospectus accompanying this prospectus supplement and appearing in other
securities previously issued by Brazil would permit it to redeem or to make principal and interest payments in
respect of some of its external debt without making ratable payments in respect of other external debt. However,
if the August 2013 decision of the Second Circuit stands, it could affect the interpretation, which in turn could
potentially hinder or impede future sovereign debt restructurings and distressed debt management transactions by
affecting the voting decisions of bondholders under, for example, the collective action clause contained in the
global bonds. See "Description of the Securities--Debt Securities--Default and Acceleration of Maturity," "--
Collective Action Securities" and "--Meetings and Amendments--Approval (Collective Action Securities)" in
the accompanying prospectus. Brazil cannot predict whether or in what manner the courts will resolve this
dispute or how any judgment will be applied or implemented. Further, Brazil, cannot predict whether any such
ruling would affect the liquidity of the trading market for the global bonds or the price at which the global bonds
would trade in the secondary market.
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TABLE OF REFERENCES
The information incorporated by reference from Brazil's annual report on Form 18-K includes, but is not
limited to, the following items:
EC No. 809/2004 Item
Annual Report on Form 18-K for 2012
Issuer's position within the governmental framework
"The Federative Republic of Brazil--Form of
Government and Political Parties" on pages D-7 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-9 of Exhibit D
Recent events relevant to the issuer's solvency
"The Brazilian Economy--Historical Background"
and "--The Brazilian Economy in 2012" on pages
D-10 and D-12 to D-13 of Exhibit D
Structure of the issuer's economy
"Principal Sectors of the Economy" on pages D-25 to
D-30 of Exhibit D
Gross domestic product
"The Brazilian Economy--Gross Domestic Product"
on pages D-13 to D-14 of Exhibit D
Brazil's political system and government
"The Federative Republic of Brazil--Form of
Government and Political Parties" on pages D-7 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-55 to
D-56 and D-59 to D-60 of Exhibit D
Gross public debt of the issuer
"Public Debt" on pages D-63 to D-77 of Exhibit D
Foreign trade and balance of payments
"Balance of Payments and Foreign Trade--Balance
of Payments" and "--Foreign Trade" on pages D-31
to D-32 and D-32 to D-38 of Exhibit D
Foreign exchange reserves
"Balance of Payments and Foreign Trade--
International Reserves" on page D-39 of Exhibit D
Financial position and resources
"Balance of Payments and Foreign Trade--
International Reserves" on page D-39 and "Public
Finance--2013 Budget" on pages D-56 to D-59 of
Exhibit D
Income and expenditure figures and 2013 Budget
"Public Finance--2013 Budget" on pages D-56 to
D-59 of Exhibit D
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