Obligation Brazilia 8.5% ( US105756BT66 ) en BRL

Brazilia

100 % ▲

Bresil

US105756BT66 ( en BRL )

8.5% par an ( paiement annuel )

04/01/2024 - Obligation échue

Prospectus brochure de l'obligation Brazil US105756BT66 en BRL 8.5%, échue

350 000 BRL

3 150 000 000 BRL

105756BT6

Le Brésil est un pays d'Amérique du Sud, le plus grand et le plus peuplé du continent, possédant une grande diversité biologique et culturelle.

L'Obligation émise par Brazilia ( Bresil ) , en BRL, avec le code ISIN US105756BT66, paye un coupon de 8.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/01/2024

L'Obligation émise par Brazilia ( Bresil ) , en BRL, avec le code ISIN US105756BT66, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Brazilia ( Bresil ) , en BRL, avec le code ISIN US105756BT66, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/205317/000119312512170903/...
424B5 1 d331241d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-142116

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 8, 2007)
R$3,150,000,000

8.50% Global BRL Bonds due 2024
Payable in U.S. dollars

Brazil will pay interest on the global bonds on January 5 and July 5 of each year, commencing on July 5, 2012. Principal and interest will be translated into, and payment of
principal and interest will be made in, United States dollars. The global bonds will mature on January 5, 2024.
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.
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 in U.S.

Per Global Bond
Dollars

Total in U.S. Dollars
Public offering price(1)(2)(3)

99.292%
U.S.$
186,714.30
U.S.$1,680,428,744.13
Underwriting discount

0.3675%
U.S.$
691.07
U.S.$
6,219,610.48
Proceeds, before expenses, to Brazil

98.9245%
U.S.$
186,023.24
U.S.$1,674,209,133.65
(1) Purchasers will make the payment of the public offering price in U.S. dollars based on an exchange rate for the conversion of Brazilian reais into U.S. dolars of R$1.86125
per U.S. $1.00. The per global bond amount is equivalent to R$350,000.
(2) Plus accrued interest, if any, from April 27, 2012, 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, or DTC; the Euroclear System plc, and
Clearstream Banking, Luxembourg, société anonyme, against payment on or about April 27, 2012.

Joint Lead Managers and Joint Bookrunners

The date of this prospectus supplement is April 17, 2012.
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In making your investment decision, you should rely only on 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-13
Use of Proceeds
S-14
Certain Conventions
S-14
Recent Developments
S-16
Description of the Global Bonds
S-22
Global Clearance and Settlement
S-30
Taxation
S-34
Underwriting
S-40
Validity of the Global Bonds
S-46
Official Statements and Documents
S-46
General Information
S-47
Prospectus

Where You Can Find More Information
1

Data Dissemination
1

Use of Proceeds
1

Debt Securities
2

Collective Action Securities
10
Warrants
12
Governing Law
13
Arbitration and Enforceability
13
Plan of Distribution
14
Validity of the Securities
15
Official Statements
15
Authorized Representative
15

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SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying
prospectus. It is not complete and may not contain all of the information that you should consider before investing in the
global bonds. You should read this entire prospectus supplement and the accompanying prospectus carefully.
The Issuer
Overview
Brazil is the fifth largest country in the world and occupies nearly half the land area of South America. Brazil shares a
border with every country in South America except Chile and Ecuador. The capital of Brazil is Brasília, and the official language
is Portuguese. On December 31, 2010, Brazil's estimated population was 193.3 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.
The legislative branch of Government consists of a bicameral National Congress composed of the Senate and the Chamber
of Deputies. The Senate is composed of 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 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.
Following two decades of military governments, in 1985 Brazil made a successful transition to civilian authority and
democratic government. A new Brazilian Constitution was adopted in 1988. In 1989, direct presidential elections were held for
the first time in 29 years. On October 3, 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, and has
continued a policy of maintaining strong macro-economic fundamentals.

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SELECTED BRAZILIAN ECONOMIC INDICATORS

2007

2008

2009

2010

2011

The Economy

Gross Domestic Product:

(in billions of constant
2010 Brazilian
reais)

R$
3,577.7 R$
3,762.7 R$
3,750.3 R$
4,032.8 R$
4,143.0
(GDP at current prices
in
U.S.$ billions)(1)

U.S.$ 1,366.5 U.S.$ 1,650.9 U.S.$ 1,625.6 U.S.$ 2,143.9 R$
2,475.1
Real GDP Growth
(decline)(2)

6.1%

5.2%

(0.3)%

7.5%

2.7%

Population (millions)

187.6

189.6

191.5

193.3

194.9

GDP Per Capita(3)

U.S.$7,282.73 U.S.$8,706.68 U.S.$8,489.82 U.S.$11,093.88 U.S.$12,696.10
Unemployment Rate(4)

7.4%

6.8%

6.8%

5.3%

4.7%

IPCA (rate of change) (5)

4.5%

5.9%

4.3%

5.9%

6.5%

IGP-DI (rate of change)(6)

7.9%

9.1%

(1.4)%

11.3%

5.0%

Nominal Devaluation Rate(7) (17.2)%

31.9%

(25.5)%

(4.3)%

12.6%

Domestic Real Interest
Rate(8)

7.10%

6.20%

5.38%

3.66%

4.8%

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

Exports

160.6

197.9

153.0

201.9

256.0

Imports

(120.6)

(173.1)

(127.7)

(181.8)

(226.2)

Current Account .

1.6

(28.2)

(24.3)

(47.3)

(52.6)

Capital and Financial
Account (net)

89.1

29.4

71.3

99.7

111.9

Overall Balance (Change in
Reserves)

87.5

3.0

46.7

49.1

58.6

Total Official Reserves .

180.3

193.8

238.5

288.6

352.0

Public Finance

Financial Surplus (Deficit) as
%
of GDP(9)

(2.8)%

(2.0)%

(3.3)%

(2.5)%

(2.6)%

Primary Surplus
(Deficit) as %
of GDP(10) 3.3%

3.4%

2.0%

2.7%

3.1%

Federal Public Debt (in R$
billions)

Domestic Federal Public
Debt (DFPD or DPMFi) R$ 1,224.87 R$ 1,264.82 R$ 1,398.42 R$
1,603.94 R$
1,783.06
External Federal Public Debt
(EFPD or DPFe)

R$
108.88 R$
132.51 R$
98.97 R$
90.10 R$
83.29
Federal Public Debt as % of
Nominal GDP

37.3%

37.1%

39.9%

42.0%

45.0%

Total Federal Public Debt
(in R$ billions)(11) .

R$ 1,333.75 R$ 1,397.34 R$ 1,497.39 R$
1,694.04 R$
1,866.35
General Government Gross
Debt (GGGD or DBGG)
(in R$ billions)(12)

R$ 1,542.85 R$ 1,740.89 R$ 1,973.42 R$
2,011.52 R$
2,243.60
DBGG as % of GDP

58.0%

57.4%

60.9%

53.4%

54.2%

Public Sector Net Debt
(NPSD or DLSP) (in R$
billions)(13)(14)

R$ 1,211.76 R$ 1,168.24 R$ 1,362.71 R$
1,475.82 R$
1,508.55
DLSP as % of GDP

45.5%

38.5%

42.1%

39.2%

36.4%

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(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) 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 IGP-DI and adjusted at each month-end to denote real annual yield.

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(9) Financial results represent the difference between the consolidated public sector debt in one period and the consolidated
public sector debt in the previous period, excluding the effects of the Government's privatization program and the effect of
exchange rate fluctuations on the debt levels between periods.
(10)Primary results represent Government revenues less 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 Brazilian government when making economic policy decisions and, as
compared to GGGD, more adequately reflects the dynamics of public liabilities and the 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 of Brazil; National Treasury Secretariat

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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
8.50% Global BRL Bonds due 2024

Aggregate Principal Amount
R$3,150,000,000.

Maturity Date
January 5, 2024

Interest Rate
8.50% per annum, computed on the basis of a 360-day year of twelve 30-day
months, payable in U.S. dollars and calculated as described below.

Interest Payment Dates
January 5 and July 5 of each year, starting July 5, 2012.

Price to Public
99.292% of the principal amount, plus accrued interest, if any, from April 27,
2012. Purchasers will make payment of the public offering price in U.S. dollars
based on an exchange rate for the conversion of Brazilian reais into U.S. dollars
of R$1.86125 per U.S.$1.00.

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 R$350,000 and
integral multiples of R$1,000 in excess thereof.

Conversion of the Payment Amounts
All amounts due in respect of principal or interest will be paid in U.S. dollars,
calculated by the calculation agent by translating the Brazilian real amounts into
U.S. dollars at the Applicable Market Rate on the applicable Rate
Determination Date (as defined under "Description of the Global Bonds").

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.

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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 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 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.

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 and Estate Taxation" in this prospectus supplement and "Debt
Securities--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

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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.

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 "Description of the
Global Bonds--Arbitration and Enforceability" in this prospectus supplement
will govern the global bonds.

Calculation Agent
The Bank of New York Mellon

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RISK FACTORS
This section describes certain risks associated with investing in the global bonds. You should consult your financial and
legal advisors about the risk of investing in the global bonds. Brazil disclaims any responsibility for advising you on these
matters. If you are unsophisticated with respect to foreign currency transactions, these global bonds are not an appropriate
investment for you.
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
If the Brazilian real depreciates against the U.S. dollar, the effective yield on the global bonds (in U.S. dollar terms) will
decrease and the amount payable on an interest payment date, at maturity or upon acceleration may be less than your investment,
resulting in a loss to you.
Rates of exchange between the U.S. dollar and the Brazilian real have varied significantly over time. Historical Brazilian
real/U.S. dollar exchange rates are presented under "Certain Conventions--Brazilian Reais Information" below. However, historical
trends do not necessarily indicate future fluctuations in rates and should not be relied upon as indicative of future trends.
Currency exchange rates can be volatile and unpredictable and may be affected by macroeconomic factors and speculation. If the
Brazilian real depreciates against the U.S. dollar, the effective yield on the global bonds (in U.S. dollar terms) will decrease and the
amount payable on an interest payment date, at maturity or upon acceleration may be less than your investment, resulting in a loss to
you. Depreciation of the Brazilian real against the U.S. dollar may also adversely affect the market value of the global bonds.
Government policy or actions could adversely affect the exchange rate between the Brazilian real and the U.S. dollar and an
investment in the global bonds.
Brazil has had a floating exchange rate since 1999. However, the Central Bank of Brazil has from time to time intervened in the
foreign exchange market. These interventions or other governmental actions could adversely affect the value of the global bonds, as
well as the yield (in U.S. dollar terms) on the global bonds and the amount payable to you on an interest payment date, at maturity or
upon acceleration.
Even in the absence of governmental action directly affecting currency exchange rates, political or economic developments in
Brazil or elsewhere could lead to significant and sudden changes in the exchange rate between the Brazilian real and the U.S. dollar.
Exchange controls could affect the Brazilian real/U.S. dollar exchange rate and the amount payable on the global bonds.
Brazilian law provides that, in the event of a serious imbalance in Brazil's balance of payments or a foreseeable likelihood of
such an imbalance, the Brazilian government may, for a limited period of time, impose restrictions on the remittance to foreign
investors of the proceeds of their investments in Brazil and on the conversion of Brazilian currency into foreign currencies. While
Brazil has not restricted the remittance of foreign investors' proceeds since 1994, we cannot assure you that such measures will not
be instituted in the future. Changes in exchange controls could cause the value of the Brazilian real to depreciate against the U.S.
dollar, resulting in a reduced yield to you, a possible loss on the global bonds and a possible adverse impact on the market value of
the global bonds.

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