Obligation Brazilia 3.875% ( US105756CC23 ) en USD

Brazilia

90.59 % ▼

Bresil

US105756CC23 ( en USD )

3.875% par an ( paiement semestriel )

11/06/2030

Prospectus brochure de l'obligation Brazil US105756CC23 en USD 3.875%, échéance 11/06/2030

105756CC2

12/06/2026 ( Dans 179 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 US105756CC23, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/06/2030

Final Prospectus Supplement
424B5 1 d887779d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-222323

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 28, 2017)

Federative Republic of Brazil
U.S.$1,250,000,000 2.875% Global Bonds due 2025
U.S.$2,250,000,000 3.875% Global Bonds due 2030

Brazil is offering U.S.$1,250,000,000 aggregate principal amount of its 2.875% global bonds due 2025 (the "2025 bonds"), and U.S.$2,250,000,000 aggregate
principal amount of its 3.875% global bonds due 2030 (the "2030 bonds"). We refer to the 2025 bonds and the 2030 bonds collectively as the "global bonds". Brazil
will pay interest: (i) on the 2025 bonds on June 6 and December 6 of each year, commencing on December 6, 2020, and (ii) on the 2030 bonds on June 12 and
December 12 of each year, commencing on December 12, 2020. The 2025 bonds will mature on June 6, 2025 and the 2030 bonds will mature on June 12, 2030. The
offering of the global bonds of each series, each pursuant to this prospectus supplement, are not conditioned upon one another.
Brazil may redeem the global bonds of each series, in whole or in part, before maturity, at par plus the Make-Whole Amount and accrued interest, as described
in the section entitled "Description of the Global Bonds--Optional Redemption" in this prospectus supplement. The global bonds will not be entitled to the benefit of
any sinking fund.
The global bonds will be issued under an indenture, and each of the 2025 bonds and the 2030 bonds constitutes a separate series under the indenture. 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.
Application will be made to list the global bonds, on the Luxembourg Stock Exchange for trading on the Euro MTF Market.
Section 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) Notification.
The global bonds are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).

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 2025
Per
Total for the

2025 Bond
Bonds

2030 Bond
2030 Bonds

Public offering price (1)

99.425%
U.S.$1,242,812,500

98.977%
U.S.$2,226,982,500
Underwriting discount

0.200%
U.S.$
2,500,000

0.200%
U.S.$
4,500,000
Proceeds, before expenses, to Brazil (1)

99.225%
U.S.$1,240,312,500

98.777%
U.S.$2,222,482,500
(1) Plus accrued interest, if any, from June 10, 2020, the date Brazil expects to deliver the global bonds offered by this prospectus supplement.
The global bonds will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company ("DTC"); Euroclear Bank
S.A./N.V. ("Euroclear"); and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") against payment on or about June 10, 2020.

https://www.sec.gov/Archives/edgar/data/205317/000119312520160751/d887779d424b5.htm[6/5/2020 8:13:34 AM]

Final Prospectus Supplement

Joint Lead Managers and Joint Bookrunners

BofA Securities
Deutsche Bank
Itaú BBA
J.P. Morgan

Securities

The date of this prospectus supplement is June 3, 2020.
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-15
Recent Developments
S-16
Description of the Global Bonds
S-25
Global Clearance and Settlement
S-35
Taxation
S-39
Underwriting
S-42
Validity of the Global Bonds
S-51
Official Statements and Documents
S-51
General Information
S-52
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
Table of Contents
https://www.sec.gov/Archives/edgar/data/205317/000119312520160751/d887779d424b5.htm[6/5/2020 8:13:34 AM]

Final Prospectus Supplement
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, 2019,
Brazil's estimated population was approximately 210.2 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

2015

2016

2017

2018

2019

Gross Domestic Product ("GDP")

(in billions of current R$)

R$
5,995.8

R$
6,269.3

R$
6,583.3

R$
6,889.2
R$
7,256.9
(in billions of current U.S.$) (1)

U.S.$1,796.2

U.S.$1,800.1

U.S.$2,062.5

U.S.$1,884.8
U.S.$1,839.3
Real GDP Growth (decline) (2)

(3.6)%

(3.3)%

1.3%

1.3%

1.1%
Population (millions) (3)

204.5

206.1

207.7

208.5

210.2
GDP per Capita (in billions of current U.S.$)

U.S.$8,827.4

U.S.$8,774.4

U.S.$9,973.2

U.S.$9,039.8
U.S.$8,752.4
Unemployment Rate (4)

8.5%

11.5%

12.7%

11.6%

11.9%
IPCA Rate (5)

10.7%

6.3%

3.0%

3.8%

4.3%
IGP-DI Rate(6)

10.7%

7.2%

(0.4)%

7.1%

7.7%
Nominal Devaluation Rate (7)

47.0%

(16.5)%

1.5%

17.1%

4.0%
Domestic Real Interest Rate (8)

2.4%

7.3%

6.8%

2.6%

1.6%
Balance of Payments (in billions of U.S.$)

https://www.sec.gov/Archives/edgar/data/205317/000119312520160751/d887779d424b5.htm[6/5/2020 8:13:34 AM]

Final Prospectus Supplement
Exports

190.1

184.3

218.1

239.5

225.8
Imports

172.4

139.7

154.1

186.5

185.0
Current Account

(54.5)

(24.2)

(15.0)

(41.5)

(49.5)
Capital Account (Balance)

0.5

0.3

0.4

0.4

0.4
Financial Account (Net)

(56.2)

(15.7)

(9.9)

(42.4)

(51.5)
Reserve Assets (Change in Reserves)

1.6

9.2

5.1

2.9

(26.1)
Total Official Reserves

368.7

372.2

382.0

387.0

366.9
Public Finance (% of GDP) (9)

Central Government Primary Balance (10)

2.0%

2.5%

1.8%

1.7%

1.2%
Consolidated Public Sector Primary Balance (11)

1.9%

2.5%

1.7%

1.6%

0.9%
Federal Public Debt (in billions of R$)

Domestic Federal Public Debt (DFPD or DPMFi))

R$
2,650.2

R$
2,986.4

R$
3,435.5

R$
3,728.9
R$
4,083.2
External Federal Public Debt (EFPD or DPFe)

R$
142.8

R$
126.5

R$
123.8

R$
148.2
R$
165.7
Federal Public Debt as % of Nominal GDP

46.6%

49.7%

54.1%

56.3%

58.6%
Total Federal Public Debt (in billions of R$) (12)

R$
2,793.0

R$
3,112.9

R$
3,559.3

R$
3,877.1
R$
4,248.9
General Government Gross and Net Debts

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

R$
3,927.5

R$
4,378.5

R$
4,854.7

R$
5,272.0
R$
5,500.1
GGGD as % of GDP

65.5%

69.9%

73.7%

76.5%

75.8%
Public Sector Net Debt (PSND) (in billions of R$) (14)

R$
2,136.9

R$
2,892.9

R$
3,382.9

R$
3,695.8
R$
4.041.8
PSND as % of GDP

35.6%

46.1%

51.4%

53.7%

55.7%

(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 many 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
The Global Bonds
https://www.sec.gov/Archives/edgar/data/205317/000119312520160751/d887779d424b5.htm[6/5/2020 8:13:34 AM]

Final Prospectus Supplement
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 2025 bonds: 2.875% Global Bonds due 2025.

For the 2030 bonds: 3.875% Global Bonds due 2030.
Aggregate Principal Amount Offered
For the 2025 bonds: U.S.$1,250,000,000.

For the 2030 bonds: U.S.$2,250,000,000
Maturity Date
For the 2025 bonds: June 6, 2025.

For the 2030 bonds: June 12, 2030.
Interest Rate
For the 2025 bonds: 2.875% per annum, computed on the basis of a 360-day year of twelve 30-day
months.

For the 2030 bonds: 3.875% per annum, computed on the basis of a 360-day year of twelve 30-day
months.
Interest Payment Dates
For the 2025 bonds: June 6 and December 6 of each year, commencing December 6, 2020.

For the 2030 bonds: June 12 and December 12 of each year, commencing December 12, 2020.
Price to Public
For the 2025 bonds: 99.425% of the principal amount, plus accrued interest, if any, from June 10, 2020
to the date of delivery, if later.

For the 2030 bonds: 98.977% of the principal amount, plus accrued interest, if any, from June 10, 2020
to the date of delivery, if later.
Form
Brazil will issue the global bonds in the form of one or more book-entry securities in fully registered
form, without coupons. Brazil will not issue the global bonds in bearer form.
Denominations
Brazil will issue the global bonds only in denominations of U.S.$200,000 and integral multiples of
U.S.$1,000 in excess thereof.
Payment of Principal and Interest
Principal and interest on the global bonds will be payable in U.S. dollars or other legal tender, coin or
currency of the United States of America.
Status
The global bonds will constitute direct, general, unconditional, unsecured (except as described under the
heading "Debt Securities--Negative Pledge" in the accompanying prospectus) and unsubordinated
External Indebtedness of Brazil. Brazil has pledged its full faith and credit for the due and punctual
payment principal of, premium, if any, on, and interest on of the global bonds. The global bonds of each
series will rank without any preference among themselves and equally with all other unsecured and

S-5
Table of Contents
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
The global bonds of each series will be subject to redemption at the option of Brazil before maturity, on
https://www.sec.gov/Archives/edgar/data/205317/000119312520160751/d887779d424b5.htm[6/5/2020 8:13:34 AM]

Final Prospectus Supplement
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 of any series prior to maturity upon notice by holders of at
least 25% of the aggregate principal amount of the outstanding global bonds of such series.
Collective Action Clauses
The global bonds will contain provisions regarding future modifications to their terms that differ from
those applicable to Brazil's outstanding public external indebtedness issued prior to July 2, 2015. Those
provisions are described in the sections of this prospectus supplement entitled "Description of the Global
Bonds--Amendments and Waivers" and "--Certain Amendments Not Requiring Holder Consent."
Listing and Admission to Trading
Application will be made to list the global bonds, on the Luxembourg Stock Exchange 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 2025 bonds and the 2030
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.
Further Issues
From time to time, without the consent of holders of the 2025 bonds or the 2030 bonds, as the case may
be, 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 applicable series of 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. Additional 2025 bonds and 2030 bonds issued in this manner will be consolidated
with, and will form a single series with, any other outstanding notes of such series. See "Description of
the Global Bonds--Further Issues of the Global Bonds" in this prospectus supplement.

S-6
Table of Contents
Governing Law
The global bonds will be governed by, and interpreted in accordance with, the laws of the State of New
York without regard to those principles of conflicts of laws that would require the application of the laws
of a jurisdiction other than the State of New York; provided that all matters related to the consent of
holders and modifications to the indenture or the global bonds will always be governed by and construed
in accordance with the laws of the State of New York; provided further that the laws of Brazil will
govern all matters governing authorization and execution of the indenture and the global bonds by the
Federative Republic of Brazil.
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
https://www.sec.gov/Archives/edgar/data/205317/000119312520160751/d887779d424b5.htm[6/5/2020 8:13:34 AM]

Final Prospectus Supplement
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
Developments relating to the outbreak of the coronavirus may have a material adverse impact on our economy.
The global outbreak of COVID-19, and public health measures to mitigate it, are having a material impact on the economy in Brazil and around the
world. The scope, magnitude and duration of the impact on Brazil cannot yet be determined. COVID-19 could increase the risks described elsewhere in this
section.
The long-term effects of the COVID-19 and other public health crises on the global financial markets and economy are difficult to assess or predict.
They may include risks to citizens' health and safety, as well as reduced economic activity, which in turn could result in decreased revenue for the
government and increased expenditures, among other relevant impacts. It is unclear whether these challenges and uncertainties will be contained or
resolved, and what effects they will have on the global financial markets and economy in the long term. We cannot predict the evolution of the disease in
Brazil or whether additional restrictions will be required. In addition to measures taken by Brazilian federal, state and local governments, Brazil may be
affected by the impact of the disease elsewhere in the region and by measures taken by other countries or organizations, such as orders that suspend travel
or that limit trade. The final impact of the COVID-19 pandemic is still uncertain, but it is expected to have a significant adverse effect on our economy.
COVID-19 is also present in Brazil, and the Brazilian government has taken extensive steps to mitigate the spread of the disease and its impact on
public health. See "Recent Developments--COVID-19 Developments" in this prospectus supplement. The efficacy of these steps cannot yet be evaluated,
and it is highly uncertain how long and in what form they will remain in effect. Since March 2020, the government has introduced several measures to
address the COVID-19 pandemic. The measures implemented so far have resulted in a slowdown in economic activity that will adversely affect economic
growth in 2020 and possibly 2021, to a degree that we cannot quantify as of the date of this prospectus supplement. Any prolonged restrictive measures put
in place in order to control an outbreak of contagious disease or other adverse public health development in Brazil may have a longer lasting material and
adverse effect on our economy. While the economic cost of the COVID-19 pandemic is difficult to predict, we expect that our fiscal deficit will increase.
The long-term impact of the governmental measures on our economy, and the effectiveness of these measures, cannot be assured. If these measures are
insufficient or are not successfully implemented, the effect on the Brazilian economy or on the Brazilian debt sector could be exacerbated.
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
https://www.sec.gov/Archives/edgar/data/205317/000119312520160751/d887779d424b5.htm[6/5/2020 8:13:34 AM]

Final Prospectus Supplement
Brazil's economic growth.

S-8
Table of Contents
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
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 allegations of
corruption or other criminal actions by public officials and others 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.
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 had 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 fourth quarter of 2019, GDP increased by 0.5% compared to the third quarter of 2019. Compared to the fourth quarter of 2018, GDP increased
by 1.7% in the fourth quarter of 2019 measured on a cumulative 12-month basis. We expect the COVID-19 crisis to have a negative impact on GDP. See
"Recent Developments--COVID-19 Developments."
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.

S-9
Table of Contents
An increase in inflation and government measures to curb inflation may adversely affect the Brazilian economy.
https://www.sec.gov/Archives/edgar/data/205317/000119312520160751/d887779d424b5.htm[6/5/2020 8:13:34 AM]

Final Prospectus Supplement
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 allegations of corruption or other criminal actions by public officials and others 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.
Investigations into allegations of corruption or other criminal actions by public officials and others 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 or other crimes in investigations into allegations of corruption or other criminal actions. 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.
Risk Factors Relating to the Global Bonds
Brazil is a foreign state and accordingly it may be difficult to obtain or enforce judgments or arbitral awards against it.
Brazil has agreed to arbitrate in New York, New York any dispute, controversy or claim arising out of or relating to the indenture, the global bonds
or any coupon appertaining thereto. As a result, an arbitration proceeding in New York, New York is the exclusive forum in which a holder may assert a
claim against Brazil, unless the holder elects to bring a claim in a competent court in Brazil against Brazil only, as may be permitted by the terms of the
global bonds. Brazil is a foreign state and has not waived any immunity or submitted to the jurisdiction of any court outside Brazil. In addition, it may not
be possible for investors to effect service of process upon Brazil within their own jurisdiction, obtain jurisdiction over Brazil in their own jurisdiction or
enforce against Brazil judgments or arbitral awards obtained in their own jurisdiction. See "Arbitration and Enforceability" in the accompanying
prospectus.
The price at which the global bonds will trade in the secondary market is uncertain.
Brazil has been advised by the underwriters that they intend to make a market in the global bonds but are not obligated to do so and may discontinue
market making at any time without notice. Application will be made to list the global bonds on the Luxembourg Stock Exchange 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 "--
https://www.sec.gov/Archives/edgar/data/205317/000119312520160751/d887779d424b5.htm[6/5/2020 8:13:34 AM]

Final Prospectus Supplement
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
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. 333-222323
filed with the SEC under the U.S. Securities Act of 1933 (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
https://www.sec.gov/Archives/edgar/data/205317/000119312520160751/d887779d424b5.htm[6/5/2020 8:13:34 AM]

Document Outline

#1">
- #1">