Obligation Brazilia 4.75% ( US105756CB40 ) en USD

Brazilia

72.42 % ▼

Bresil

US105756CB40 ( en USD )

4.75% par an ( paiement semestriel )

13/01/2050

Prospectus brochure de l'obligation Brazil US105756CB40 en USD 4.75%, échéance 13/01/2050

105756CB4

14/07/2025 ( Dans 10 jours )

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 USD, avec le code ISIN US105756CB40, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/01/2050

Final Prospectus Supplement
424B5 1 d796487d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-210338
Registration No. 333-222323

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 28, 2017)

Federative Republic of Brazil
U.S.$500,000,000 4.500% Global Bonds due 2029
U.S.$2,500,000,000 4.750% Global Bonds due 2050

Brazil is offering U.S.$500,000,000 aggregate principal amount of its 4.500% global bonds due 2029 (the "2029 bonds") and U.S.$2,500,000,000 aggregate
principal amount of its 4.750% global bonds due 2050 (the "2050 bonds"). We refer to the 2029 bonds and the 2050 bonds collectively as the "global bonds". Brazil
will pay interest on the 2029 bonds on May 30 and November 30 of each year, commencing on November 30, 2019. Brazil will pay interest on the 2050 bonds on
January 14 and July 14 of each year, commencing on January 14, 2020. The 2029 bonds will mature on May 30, 2029 and the 2050 bonds will mature on January 14,
2050. The offering of the 2029 bonds and the offering of the 2050 bonds, each pursuant to this prospectus supplement, are not contingent upon one another.
The 2029 bonds will be a further issuance of, and will form a single series with the existing U.S.$1,500,000,000 aggregate principal amount of Brazil's 4.500%
global bonds due 2029 (ISIN US105756CA66, Common Code 195401489, CUSIP 105756CA6) issued on March 28, 2019 ("original 2029 bonds"). The 2029 bonds
offered hereby will have the same terms and CUSIP number as, and will trade interchangeably with, the original 2029 global bonds immediately upon settlement. After
giving effect to the offering, the total amount outstanding of Brazil's global bonds due 2029 will be U.S.$2,000,000,000.
Brazil may redeem (1) the 2029 bonds, in whole or in part, before February 28, 2029, at par plus the Make-Whole Amount and accrued interest, or on or after
February 28, 2029, at par plus accrued interest, and (2) the 2050 bonds, in whole or in part, before July 14, 2049, at par plus the Make-Whole Amount and accrued
interest, or on or after July 14, 2049 at par plus accrued interest, each as described in the section entitled "Description of the Global Bonds--Optional Redemption" in
this prospectus supplement. The global bonds will not be entitled to the benefit of any sinking fund.
The global bonds will contain "collective action clauses." Under these provisions, which differ from the terms of Brazil's public external indebtedness issued
prior to July 2, 2015, Brazil may amend the payment provisions of the global bonds and other reserve matters listed in the indenture with the consent of the holders of:
(1) with respect to a single series of debt securities, more than 75% of the aggregate principal amount outstanding of such series; (2) with respect to two or more series
of debt securities, if certain "uniformly applicable" requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all
series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of debt securities, whether or not certain "uniformly
applicable" requirements are met, more than 66 2/3% of the aggregate principal amount of the outstanding global bonds of all series affected by the proposed
modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt securities of each series affected by the proposed
modification, taken individually.
The original 2029 bonds are listed, and application will be made to list the global bonds, on the Luxembourg Stock Exchange for trading on the Euro MTF
Market.

See "Risk Factors" beginning on page S-8 to read about certain risk factors you should consider before investing in the
global bonds.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per
Total for the
Per
Total for the

2029 Bond
2029 Bonds

2050 Bond
2050 Bonds

Public offering price (1)

105.364%
U.S.$526,820,000
97.441%
U.S.$2,436,025,000
Underwriting discount

0.200%
U.S.$ 1,000,000
0.200%
U.S.$
5,000,000
Proceeds, before expenses, to Brazil (1)

105.164%
U.S.$525,820,000
97.241%
U.S.$2,431,025,000
(1) Plus accrued interest for the 2029 bonds totaling U.S.$14,125,000, or U.S.$28.25 per U.S.$1,000 principal amount of the 2029 bonds, from March 28, 2019 to,
but not including November 14, 2019, the date Brazil expects to deliver the global bonds offered by this prospectus supplement, and, for the 2029 bonds and the
https://www.sec.gov/Archives/edgar/data/205317/000119312519284831/d796487d424b5.htm[11/6/2019 8:46:48 AM]

Final Prospectus Supplement
2050 bonds, any additional interest to the date of delivery, if later.
The global bonds will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company ("DTC"); Euroclear Bank
S.A./N.V. ("Euroclear"); and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") against payment on or about November 14, 2019.

Joint Lead Managers and Joint Bookrunners

BNP PARIBAS

Citigroup
Goldman Sachs & Co. LLC

The date of this prospectus supplement is November 4, 2019.
Table of Contents
Brazil has provided only the information contained in or incorporated by reference in this prospectus supplement and the accompanying
prospectus. Brazil has not authorized anyone to provide you with different information. Brazil is not making an offer of these securities in any
state where the offer is not permitted.
This prospectus supplement can only be used for the purposes for which it has been published.
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-2
Risk Factors
S-8
Table of References
S-11
About this Prospectus Supplement
S-12
Forward-Looking Statements
S-13
Use of Proceeds
S-14
Recent Developments
S-15
Description of the Global Bonds
S-21
Global Clearance and Settlement
S-30
Taxation
S-34
Underwriting (Conflict of Interest)
S-37
Validity of the Global Bonds
S-46
Official Statements and Documents
S-46
General Information
S-47
Prospectus

Page
About this Prospectus

1
Forward-Looking Statements

1
Data Dissemination

2
Use of Proceeds

2
Risk Factors

2
Debt Securities

3
Warrants
13
Governing Law
14
Arbitration and Enforceability
14
Taxation
15
Plan of Distribution
22
Official Statements
23
Validity of the Securities
23
Authorized Representative
24
Where You Can Find More Information
24

S-1
https://www.sec.gov/Archives/edgar/data/205317/000119312519284831/d796487d424b5.htm[11/6/2019 8:46:48 AM]

Final Prospectus Supplement
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It is not complete
and may not contain all of the information that you should consider before investing in the global bonds. You should read this entire 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. As of December 31, 2018,
Brazil's estimated population was approximately 208.5 million.
Brazil is a federative republic with broad powers granted to the Federal Government. Brazil is officially divided into five regions consisting of
26 states and the Federal District, where Brasília is located.
Government
The federal Constitution provides for three independent branches of government: an executive branch headed by the president; a legislative
branch consisting of the bicameral National Congress; and a judicial branch consisting of the Federal Supreme Court and lower federal and state
courts.
Under the Constitution, the president is elected by direct vote for a four-year term and is eligible to be reelected for a second four-year term.
The president's powers include the right to appoint ministers and key executives in selected administrative posts. On October 28, 2018, Jair Messias
Bolsonaro, the candidate of the conservative political party Partido Social Liberal ("PSL") was elected President of the Republic.
The legislative branch of government consists of a bicameral National Congress composed of the Senate and the Chamber of Deputies. The
Senate has 81 senators, who are elected for staggered eight-year terms, and the Chamber of Deputies has 513 deputies, who are elected for concurrent
four-year terms. Each state and the Federal District is entitled to elect three senators. The number of federal deputies is based on a proportional
representation system weighted in favor of the less-populated states, which assures the smaller states an important role in the National Congress as the
population increases in the larger states. During the last general election, which took place in October 2018, 513 deputies and 54 of 81 senators were
elected. These officials took office on February 1, 2019.
Judicial power is exercised by the Federal Supreme Court (composed of 11 Justices), the Superior Court of Justice (composed of 33 Justices),
the federal regional appellate courts, military courts, labor courts, electoral courts and the several lower federal courts and state courts, comprising
both appellate courts and courts of first instance. The Federal Supreme Court, whose members are appointed by the president for life (with mandatory
retirement at 75 years of age), has ultimate appellate jurisdiction over decisions rendered by lower federal and state courts on constitutional matters.

S-2
Table of Contents
Selected Brazilian Economic Indicators

2014

2015

2016

2017

2018

Gross Domestic Product ("GDP")

(in billions of current R$)

R$ 5,779.0
R$5,995.8
R$6,267.2
R$6,553.8
R$6,827.6
(in billions of current U.S.$) (1)

U$ 2,454.8
U$1,796.2
U$1,799.5
U$2,053.3
U$1,867.9
Real GDP Growth (decline) (2)

0.5%

-3.6%

-3.3%

1.1%

1.1%
Population (millions) (3)

202.8

204.5

206.1

207.7

208.5
GDP per Capita (in billions of current U.S.$)

U$12,169.7
U$8,827.4
U$8,771.5
U$9,928.6
U$8,959.0
Unemployment Rate (4)

6.8%

8.5%

11.5%

12.7%

12.3%
IPCA Rate (5)

6.4%

10.7%

6.3%

3.0%

3.8%
https://www.sec.gov/Archives/edgar/data/205317/000119312519284831/d796487d424b5.htm[11/6/2019 8:46:48 AM]

Final Prospectus Supplement
IGP-DI Rate (6)

3.8%

10.7%

7.2%

-0.4%

7.1%
Nominal Devaluation Rate (7)

13.4%

47.0%

-16.5%

1.5%

17.1%
Domestic Real Interest Rate (8)

4.2%

2.4%

7.3%

6.8%

2.6%
Balance of Payments (in billions of U.S.$)

Exports

224.1

190.1

184.3

218.1

239.5
Imports

230.7

172.4

139.7

154.1

186.5
Current Account

(101.4)

(54.5)

24.2

15.0

21.9
Capital and Financial Account (net)

0.2

0.5

0.3

0.4

0.4
Overall Balance (Change in Reserves)

(96.6)

56.2

15.7

9.9

25.7
Reserve Assets

10.8

1.6

9.2

5.1

2.9
Total Official Reserves

374.1

368.7

372.2

382.0

387.0
Public Finance (% of GDP) (9)

Central Government Primary Balance (10)

0.4%

2.0%

2.5%

1.8%

1.7%
Consolidated Public Sector Primary Balance (11)

0.6%

1.9%

2.5%

1.7%

1.6%
Federal Public Debt (in billions of R$)

Domestic Federal Public Debt (DFPD or DPMFi))

R$ 2,183.6
R$2,650.2
R$2,986.4
R$3,435.5
R$3,728.9
External Federal Public Debt (EFPD or DPFe)

R$
112.3
R$ 142.8
R$ 126.5
R$ 123.8
R$ 148.2
Federal Public Debt as % of Nominal GDP

39.7%

46.6%

49.7%

54.3%

56.8%
Total Federal Public Debt (in billions of R$) (12)

R$ 2,295.9
R$2,793.0
R$3,112.9
R$3,559.3
R$3,877.1
General Government Gross and Net Debts

General Government Gross Debt (GGGD) (in billions of R$) (13)

R$ 3,252.4
R$3,927.5
R$4,378.5
R$4,854.7
R$5,272.0
GGGD as % of GDP

56.3%

65.5%

69.9%

74.1%

77.2%
Public Sector Net Debt (PSND) (in billions of R$) (14)

R$ 1,883.1
R$2,136.9
R$2,892.9
R$3,382.9
R$3,695.8
PSND as % of GDP

32.6%

35.6%

46.2%

51.6%

54.1%

(1)
Converted into U.S. dollars based on the weighted average exchange rate for each applicable year.
(2)
Cumulative over four quarters per year.
(3)
Estimated.
(4)
Annual average unemployment rate.
(5)
Broad National Consumer Price Index (Índice de Preços ao Consumidor Amplo or "IPCA"), as reported by the Bureau of Geography and Statistics (Fundação Instituto
Brasileiro de Geografia e Estatística or "IBGE").
(6)
The General Price Index-Domestic Supply (Índice Geral de Preços-Disponibilidade Interna or "IGP-DI") is one of multiple inflation indicators used in Brazil (IGP-DI
being one of the most widely used). The IGP-DI is calculated by the Getúlio Vargas Foundation, an independent research organization.
(7)
Year-over-year percentage change of the nominal exchange rate: (+) depreciation or (-) appreciation of the Brazilian real against the U.S. dollar (sell side).
(8)
"Domestic Real Interest Rate" represents the accumulated Selic (Sistema Especial de Liquidação e Custódia or "Selic") rate, adjusted to exclude effects of IPCA.
(9)
Calculated using the "below the line" method, with respect to changes in the public sector's total net debt (domestic or external). Surpluses are represented by negative
numbers and deficits are represented by positive numbers.
(10)
"Central Government" includes (i) the National Treasury (Secretaria do Tesouro Nacional), (ii) the Social Security System (Sistema da Previdência Social) and
(iii) the Central Bank. "Primary Balance" represents revenues minus expenditures, excluding interest expenditures on public debt.

S-3
Table of Contents
(11)
"Consolidated Public Sector" includes (i) the Central Government, Regional Governments (including state and municipal governments) and (ii) the state-owned
enterprises, with the exception of Petróleo Brasileiro S.A.--Petrobras ("Petrobras") and Centrais Elétricas Brasileiras S.A.--Eletrobras ("Eletrobras"). "Primary
Balance" represents revenues minus expenditures, excluding interest expenditures on public debt.
(12)
Total Federal Public Debt, as reported by the National Treasury.
(13)
"General Government Gross Debt" ("General Government Gross Debt" or "GGGD") defined as private and public sector financial debt of the federal, state and
municipal governments, with the exception of (i) state-owned company debt (at all government levels) and (ii) Central Bank liabilities.
(14)
"Public Sector Net Debt" ("Public Sector Net Debt" or "PSND") refers to total liabilities of the non-financial public sector (as deducted from public sector financial
assets held by (i) non-financial private agents, (ii) public financial agents and (iii) private financial agents. PSND includes Central Bank assets and liabilities including
international reserves and the monetary base.
Sources: IBGE; Getúlio Vargas Foundation; Central Bank; National Treasury.

S-4
Table of Contents
https://www.sec.gov/Archives/edgar/data/205317/000119312519284831/d796487d424b5.htm[11/6/2019 8:46:48 AM]

Final Prospectus Supplement
The Global Bonds
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing
elsewhere in this prospectus supplement and the accompanying prospectus.

Issuer
Federative Republic of Brazil.
Title of Security
For the 2029 bonds: 4.500% Global Bonds due 2029.
For the 2050 bonds: 4.750% Global Bonds due 2050.
Aggregate Principal Amount Offered
For the 2029 bonds: U.S.$500,000,000.
For the 2050 bonds: U.S.$2,500,000,000.
Maturity Date
For the 2029 bonds: May 30, 2029.
For the 2050 bonds: January 14, 2050.
Interest Rate
For the 2029 bonds: 4.500% per annum, computed on the basis of a 360-day year of twelve 30-day
months.
For the 2050 bonds: 4.750% per annum, computed on the basis of a 360-day year of twelve 30-day
months.
Interest Payment Dates
For the 2029 bonds: May 30 and November 30 of each year, commencing November 30, 2019.
For the 2050 bonds: January 14 and July 14 of each year, commencing
January 14, 2020.
Price to Public
For the 2029 bonds: 105.364% of the principal amount, plus accrued interest totaling U.S.$14,125,000,
or U.S.$28.25 per U.S.$1,000 principal amount of the global bonds, from March 28, 2019 to, but not
including November 14, 2019, and any additional interest to the date of delivery, if later than November
14, 2019.
For the 2050 bonds: 97.441% of the principal amount, plus accrued interest, if any, from November 14,
2019 to the date of delivery, if later.
Qualified Reopening
The 2029 bonds will be a further issuance of, and will form a single series with the existing
U.S.$1,500,000,000 aggregate principal amount of Brazil's 4.500% global bonds due 2029 (ISIN
US105756CA66, Common Code 195401489, CUSIP 105756CA6) issued on March 28, 2019. The 2029
bonds offered hereby will have the same terms and CUSIP number as, and will trade interchangeably
with, the original 2029 global bonds immediately upon settlement. After giving effect to the offering, the
total amount outstanding of Brazil's global bonds due 2029 will be U.S.$2,000,000,000.
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.

S-5
Table of Contents
Denominations
Brazil will issue the global bonds only in denominations of U.S.$200,000 and integral multiples of
U.S.$1,000 in excess thereof.
Payment of Principal and Interest
Principal and interest on the global bonds will be payable in U.S. dollars or other legal tender, coin or
currency of the United States of America.
https://www.sec.gov/Archives/edgar/data/205317/000119312519284831/d796487d424b5.htm[11/6/2019 8:46:48 AM]

Final Prospectus Supplement
Status
The global bonds will constitute direct, general, unconditional, unsecured (except as described under the
heading "Debt Securities--Negative Pledge" in the accompanying prospectus) and unsubordinated
External Indebtedness of Brazil. Brazil has pledged its full faith and credit for the due and punctual
payment principal of, premium, if any, on, and interest on of the global bonds. The global bonds of each
series will rank without any preference among themselves and equally with all other unsecured and
unsubordinated External Indebtedness of Brazil. It is understood that this provision shall not be
construed so as to require Brazil to make payments under the global bonds ratably with payments being
made under any other External Indebtedness of Brazil.
Optional Redemption
Each series of global bonds will be subject to redemption at the option of Brazil before maturity, on
terms described under "Description of the Global Bonds--Optional Redemption" in this prospectus
supplement. The global bonds will not be entitled to the benefit of any sinking fund.
Negative Pledge
The global bonds will contain certain covenants, including restrictions on the incurrence of certain liens.
Default
The global bonds will contain events of default, the occurrence of which may result in the acceleration of
Brazil's obligations under the global bonds prior to maturity upon notice by holders of at least 25% of
the aggregate principal amount of the outstanding global bonds.
Collective Action Clauses
The global bonds will contain provisions regarding future modifications to their terms that differ from
those applicable to Brazil's outstanding public external indebtedness issued prior to July 2, 2015. Those
provisions are described in the sections of this prospectus supplement entitled "Description of the Global
Bonds--Amendments and Waivers" and "--Certain Amendments Not Requiring Holder Consent."
Listing and Admission to Trading
The original 2029 bonds are listed, and application will be made to list the global bonds, on the
Luxembourg Stock Exchange for trading on the Euro MTF Market.
Trustee
The global bonds will be issued pursuant to an Indenture, dated as of July 2, 2015 (the "indenture"),
between Brazil and The Bank of New York Mellon, as trustee, and each of the 2029 bonds and the 2050
bonds will constitute a separate series under the Indenture.
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.

S-6
Table of Contents
Further Issues
From time to time, without the consent of holders of the global bonds, and subject to the required
approvals under Brazilian law, Brazil may create and issue additional debt securities with the same terms
and conditions as those of the global bonds (or the same except for the amount of the first interest
payment and the issue price), provided that such additional debt securities are issued pursuant to a
"qualified reopening" of the original series or are otherwise treated as part of the same "issue" of debt
instruments as the original series for U.S. federal income tax purposes. See "Description of the Global
Bonds--Further Issues of the Global Bonds" in this prospectus supplement.
Governing Law
The global bonds will be governed by, and interpreted in accordance with, the laws of the State of New
York without regard to those principles of conflicts of laws that would require the application of the laws
of a jurisdiction other than the State of New York; provided that all matters related to the consent of
holders and modifications to the indenture or the global bonds will always be governed by and construed
in accordance with the laws of the State of New York; provided further that the laws of Brazil will
govern all matters governing authorization and execution of the indenture and the global bonds by the
Federative Republic of Brazil.
https://www.sec.gov/Archives/edgar/data/205317/000119312519284831/d796487d424b5.htm[11/6/2019 8:46:48 AM]

Final Prospectus Supplement
Arbitration Clause
The global bonds will contain an agreement on the part of Brazil, the trustee and the holders of the
global bonds that any dispute, controversy or claim arising out of or relating to the indenture or the
global bonds shall be finally settled by arbitration in New York, New York in accordance with the
Arbitration Rules of the United Nations Commission on International Trade Law (excluding Article 26
thereof) in effect on the date of the indenture, unless the holder elects to bring a claim in a competent
court in Brazil against Brazil only, as may be permitted by the terms of the global bonds. In arbitration
proceedings, Brazil will not raise any defense that it could not raise but for the fact that it is a sovereign
state. Brazil will not waive and expressly reserves any right to sovereign immunity from any legal
process to which it may be entitled in jurisdictions other than Brazil with respect to the enforcement of
any award rendered by an arbitral tribunal constituted under the terms of the global bonds or the
indenture. No arbitration proceeding under the indenture or the global bonds shall be binding upon or in
any way affect the right or interest of any person other than the claimant or respondent with respect to
such arbitration. The provisions are described further in the section entitled "Arbitration and
Enforceability" in the accompanying prospectus.

S-7
Table of Contents
RISK FACTORS
This section describes certain risks associated with investing in the global bonds. You should consult your financial and legal advisors about the risk
of investing in the global bonds. Brazil disclaims any responsibility for advising you on these matters.
The information in this section is directed to investors who are U.S. residents and does not address risks for investors who are not U.S. residents. We
disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States with respect to any matters that
may affect the purchase, holding or receipt of payments of the global bonds. If you are not a U.S. resident, you should consult your own financial and legal
advisors.
Risk Factors Relating to Brazil
Brazil's economy is vulnerable to external shocks and to more general "contagion" effects, each of which could have a material adverse effect on
Brazil's economic growth and its ability to raise funding in the external debt markets in the future.
Emerging market investment generally poses a degree of risk because the economies in the developing world are susceptible to destabilization
resulting from domestic and international developments.
Brazil's economy is vulnerable to external shocks, including adverse economic and financial developments in other countries and market
developments. A significant increase in interest rates in the international financial markets may adversely affect the liquidity of, and trading markets for,
the global bonds. In addition, a significant drop in the price of commodities produced in Brazil, such as iron ore, oil, soybeans, sugar and corn, could
adversely affect the Brazilian economy. A significant decline in the economic growth or demand for imports of any of Brazil's major trading partners, such
as China, the European Union, or the United States, could have a material adverse impact on Brazil's exports and balance of trade and adversely affect
Brazil's economic growth.
In addition, because international investors' reactions to the events occurring in one emerging market country sometimes produce a "contagion"
effect, in which an entire region or class of investment is disfavored by international investors, Brazil could be adversely affected by negative economic or
financial developments in other countries. Brazil has been adversely affected by such contagion effects on a number of occasions, including the 1997 Asian
financial crisis, the 1998 Russian financial crisis, the 2001 Argentine financial crisis and the 2008 global economic crisis. Similar developments may affect
the Brazilian economy in the future.
We cannot assure you that any developments like those described above will not negatively affect investor confidence in mature market economies,
emerging markets or the economies of the principal countries in Latin America, including Brazil. In addition, we cannot assure you that these events will
not adversely affect Brazil's economy and its ability to raise funding in the external debt markets in the future. See "Forward-Looking Statements" in this
prospectus supplement.
Brazil's economy is vulnerable to a number of internal risks, each of which could have a material adverse effect on Brazil's economic growth and on
the liquidity of, and trading markets for, the bonds.
Brazil's economy, and therefore its government finances, are subject to risks arising from internal developments in Brazil. These include general
https://www.sec.gov/Archives/edgar/data/205317/000119312519284831/d796487d424b5.htm[11/6/2019 8:46:48 AM]

Final Prospectus Supplement
economic and business conditions in Brazil, the level of consumer demand, the level of confidence that domestic consumers and foreign investors have in
the economic and political conditions in Brazil, present and future exchange rates of the Brazilian currency, the level of domestic debt, domestic inflation,
the ability of Brazil to generate a primary budget surplus and advance fiscal and structural reforms, the level of foreign direct and portfolio investment, the
level of domestic interest rates, the degree of political uncertainty at the federal and state level in Brazil, and ongoing investigations into corruption
(including the investigation referred to as "Lava Jato") and their impact on political and economic conditions in the country.
Any of these factors or similar events or developments may adversely affect the liquidity of, and trading markets for, the global bonds.

S-8
Table of Contents
Adverse changes in Brazil's credit rating could adversely affect the liquidity of and demand for Brazil's debt securities and Brazil's access to the
international financial markets.
Moody's Credit Ratings, Standard & Poor's and Fitch have each rated Brazil's long-term foreign and local-currency debt sub-investment grade.
Brazil's ratings or outlooks may be downgraded further or placed on watch by Moody's, Standard & Poor's and Fitch or any other rating agency in the
future, potentially affecting the trading price for the bonds and the liquidity of and demand for Brazil's debt securities in general. Downgrades could also
adversely affect the cost of funding and terms on which Brazil is able to borrow in the international financial markets and may adversely affect Brazil's
access to the international financial markets.
The Brazilian economy has been in a gradual recovery, but its growth rate is uncertain for the future. Reductions of the Brazilian economic growth
rate could have a material adverse effect on public finances and on the market price of the global bonds.
In the second quarter of 2019, GDP increased by 0.4% compared to the first quarter of 2019. Compared to the second quarter of 2018, GDP
increased by 1.0% in the second quarter of 2019 measured on a cumulative 12-month basis. Budget Assumptions in the budgetary guidelines law for 2020
point to a 0.8% GDP growth in 2019, consistent with the outlook of a gradual recovery of the economic activity.
However, Brazil cannot assure investors that its economy will continue to grow in the future. Brazil's economic growth depends on a variety of
factors, including, among others, international demand and prices for Brazilian exports, climatic factors affecting Brazil's agricultural sector, fiscal and
monetary policies, confidence among Brazilian consumers and foreign and domestic investors and their rates of investment in Brazil, the willingness and
ability of businesses to engage in new capital spending, the exchange rate and the rate of inflation. Some of these factors are outside Brazil's control. A
sustained or deepened recession could result in a material decrease in Brazil's fiscal revenues, or a significant depreciation of the real over an extended
period of time could adversely affect Brazil's debt/GDP ratio, which could in turn materially and adversely affect the market price of the global bonds and
the ability of Brazil to service its public debt, particularly its debt obligations denominated in foreign currencies, including the global bonds.
An increase in inflation and government measures to curb inflation may adversely affect the Brazilian economy.
Brazil's economy has experienced high levels of inflation in the past and may experience high levels in the future. Periods of rapid economic
expansion and contraction in Brazil have resulted in volatile rates of inflation. In the future, significant inflation may cause Brazil to impose controls on
credit or prices, or to take other action, which could inhibit Brazil's economic growth. In addition, inflation can result in greater market volatility by
causing economic uncertainties and reduced consumption, GDP growth and consumer confidence. Inflation, measures to combat inflation and public
speculation about possible additional actions have also contributed to economic uncertainty in Brazil in the past and could produce uncertainty in the future.
Any of these factors can have a material adverse effect on Brazil's results of operations and financial condition.
The ongoing investigations into corruption, including Lava Jato, and political developments may lead to political instability and a decline in
confidence by consumers and foreign investors in the stability and transparency of the Brazilian government, and may have a material adverse effect on
Brazil's economy, demand for Brazil's debt securities and Brazil's access to international financial markets.
Lava Jato and other investigations into corruption may lead to further allegations and charges against Brazilian federal and state government officials
and senior management of Brazilian industry. Numerous elected officials, public servants and executives and other personnel of major companies have been
subject to investigation, arrest, criminal charges and other proceedings.
There can be no assurance that other federal or state officials or senior management of Brazilian industry will not be charged with corruption-related
crimes in the Lava Jato or other investigations into corruption. Additional allegations, trials and convictions may lead to political instability and a decline in
confidence by consumers and foreign direct investors in the stability and transparency of the Brazilian government, and may have a material adverse effect
on Brazil's economic growth, on the demand for Brazil's debt securities, including the global bonds, and on Brazil's access to the international financial
markets.

S-9
https://www.sec.gov/Archives/edgar/data/205317/000119312519284831/d796487d424b5.htm[11/6/2019 8:46:48 AM]

Final Prospectus Supplement
Table of Contents
Risk Factors Relating to the Global Bonds
Brazil is a foreign state and accordingly it may be difficult to obtain or enforce judgments or arbitral awards against it.
Brazil has agreed to arbitrate in New York, New York any dispute, controversy or claim arising out of or relating to the indenture, the global bonds
or any coupon appertaining thereto. As a result, an arbitration proceeding in New York, New York is the exclusive forum in which a holder may assert a
claim against Brazil, unless the holder elects to bring a claim in a competent court in Brazil against Brazil only, as may be permitted by the terms of the
global bonds. Brazil is a foreign state and has not waived any immunity or submitted to the jurisdiction of any court outside Brazil. In addition, it may not
be possible for investors to effect service of process upon Brazil within their own jurisdiction, obtain jurisdiction over Brazil in their own jurisdiction or
enforce against Brazil judgments or arbitral awards obtained in their own jurisdiction. See "Arbitration and Enforceability" in the accompanying
prospectus.
The price at which the global bonds will trade in the secondary market is uncertain.
Brazil has been advised by the underwriters that they intend to make a market in the global bonds but are not obligated to do so and may discontinue
market making at any time without notice. The original 2029 bonds are listed, and application will be made to list the global bonds on the Luxembourg
Stock Exchange for trading on the Euro MTF Market. We cannot assure you as to the liquidity of the trading market for the global bonds. The price at
which the global bonds will trade in the secondary market is uncertain.
The global bonds will contain provisions that permit Brazil to amend the payment terms without the consent of all holders.
The global bonds will contain provisions regarding acceleration and voting on future amendments, modifications, changes and waivers, which are
commonly referred to as "collective action clauses." Under these provisions, certain key provisions of the global bonds may be amended without your
consent, including the maturity date, interest rate and other payment terms. See "Description of the Global Bonds--Default; Acceleration of Maturity" and
"--Meetings and Amendments" in this prospectus supplement.

S-10
Table of Contents
TABLE OF REFERENCES
The information incorporated by reference from Brazil's annual report on Form 18-K, as amended from time to time, includes but is not limited to,
the following items:

EC No. 809/2004 Item

Annual Report on Form 18-K for 2018
Issuer's position within the governmental framework
"The Federative Republic of Brazil--Form of Government" on pages
D-11 to D-12 of Exhibit D
Geographic location and legal form of the issuer
"The Federative Republic of Brazil--Geography and Population" and "--
Form of Government" on pages D-10 to D-11 and D-11 to D-12 of
Exhibit D
Recent events relevant to the issuer's solvency
"The Brazilian Economy--Historical Background" and "--Economy in
2018" on pages D-16 and D-16 to D-18 of Exhibit D
Structure of the issuer's economy
"Principal Sectors of the Economy" on pages D-18 to D-21 of Exhibit D
Gross domestic product
"The Brazilian Economy--Economy in 2018-- Gross Domestic Product"
on pages D-16 to D-18 of Exhibit D
Brazil's political system and government
"The Federative Republic of Brazil--Form of Government" on pages
D-11 to D-12 of Exhibit D
Tax and budgetary systems of the issuer
"Public Finance--Budget Process" and "--Taxation and Revenue Sharing
Systems" on pages D-36 to D-37 and D-37 to D-38 of Exhibit D
Gross public debt of the issuer
"Public Debt" on pages D-40 to D-49 of Exhibit D
Foreign trade and balance of payments
"Balance of Payments--Current Account" on pages D-28 to D-33 of
Exhibit D
Foreign exchange reserves
"Balance of Payments--Reserve Assets" on pages D-36 to D-37 of
https://www.sec.gov/Archives/edgar/data/205317/000119312519284831/d796487d424b5.htm[11/6/2019 8:46:48 AM]

Final Prospectus Supplement
Exhibit D
Financial position and resources
"Balance of Payments--Financial Account" on pages D-33 to D-34 and
"Public Finance--2019 Budget" on page D-37 of Exhibit D
Income and expenditure figures and 2019 Budget
"Public Finance--2019 Budget" on page D-37 of Exhibit D

S-11
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
Brazil, having taken all reasonable care to ensure that such is the case, confirms that the information contained in this prospectus (which includes this
prospectus supplement together with the attached prospectus dated December 28, 2017) is, to the best of Brazil's knowledge, in accordance with the facts
in all material respects and contains no material omission likely to affect its import. Brazil accepts responsibility accordingly.
No person is authorized to make any representation or give any information not contained in this prospectus supplement, the accompanying
prospectus or the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. 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. Please see "General Information--Where You Can Find More Information" for information on the documents that
are incorporated by reference in this prospectus supplement and the accompanying prospectus.
Brazil is not offering to sell or soliciting offers to buy any securities other than the global bonds offered under this prospectus supplement, nor is
Brazil offering to sell or soliciting offers to buy the global bonds in places where such offers are not permitted by applicable law. You should not assume
that the information in this prospectus supplement or the accompanying prospectus, or the information Brazil has previously filed with the Securities and
Exchange Commission, or the "SEC," and incorporated by reference in this prospectus supplement and the accompanying prospectus, is accurate as of any
date other than their respective dates. Brazil's economic, fiscal or political circumstances may have changed since such dates.
The global bonds described in this prospectus supplement are debt securities of Brazil being offered under registration statement no. 333-210338
filed with the SEC under the U.S. Securities Act of 1933 (the "Securities Act"), as amended by the pre-effective amendment no.1 filed with the SEC on
May 31, 2016, and registration statement no. 333-222323 filed with the SEC under the Securities Act on December 28, 2017. The accompanying
prospectus is part of registration statement no. 333-222323. The accompanying prospectus provides you with a general description of the securities that
Brazil may offer, and this prospectus supplement contains specific information about the terms of this offering and the global bonds. This prospectus
supplement also adds, updates or changes information provided or incorporated by reference in the accompanying prospectus. Consequently, before you
invest, you should read this prospectus supplement together with the accompanying prospectus as well as the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus. Those documents (such as Brazil's annual report on Form 18-K for 2018, which was filed with
the SEC on August 30, 2019, as amended from time to time (the "2018 Annual Report")) contain information regarding Brazil, the global bonds and other
matters. The registration statement, any post- effective amendments thereto, the various exhibits thereto, and the documents incorporated therein and herein
by reference, contain additional information about Brazil and the global bonds. All of those documents may be inspected at the office of the SEC. Our SEC
filings are also available to the public from the SEC's website at http://www.sec.gov. Certain terms used but not defined in this prospectus supplement are
defined in the prospectus.
References to "U.S.$," "$" or "dollars" in this prospectus supplement are to U.S. dollars and references to "R$," "BRL," "real" or "reais" are to
Brazilian reais.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the global bonds in certain jurisdictions may be
restricted by law. Persons who receive copies of this prospectus supplement and the accompanying prospectus should inform themselves about and observe
those restrictions. See "Underwriting" in this prospectus supplement.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The global bonds are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); or (ii) a customer within the meaning of Directive 2016/97/EC (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No
1286/2014 (the "PRIIPs Regulation") for offering or selling the global bonds or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the global bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.

S-12
https://www.sec.gov/Archives/edgar/data/205317/000119312519284831/d796487d424b5.htm[11/6/2019 8:46:48 AM]

Document Outline

#1">
- #1">