This report contains expectations, planned synergies, growth estimates, results forecasts and future strategies references and statements related to Banco do Brasil, its subsidiaries, associated companies and affiliates. Although these references and statements reflect management believes they involve imprecision and hard risks to predict, leaving room for results or consequences different from those anticipated and discussed here. These expectations highly depend on market conditions, on Brazil’s economic performance, and on banking and international markets deevelopments. Banco do Brasil will not be held responsible for updating any estimate contained in this report. This report tables and charts present rounded off financial figures in R$ million. The rounding used complies with Regulation 886/66 of Fundação IBGE: if the last digit is equal to or higher than 5, the last remained digit is increased by one unit; if the last digit is lower than 5, it is discarded and the digit before it is maintained. Variations, both nominal and in percentage, were calculated using numbers in units. Banco do Brasil informs that studies for a eventual public offering were started. Before investing in Banco do Brasil’s stocks, read carefully the Prospect, specially the “Risk Factors” section. Summary Index of Tables.................................................................................................................................... 5 Index of Figures .................................................................................................................................. 9 Introduction........................................................................................................................................11 Summary of Results ..........................................................................................................................12 Assumptions used in 2010 Guidance Prediction .............................................................................25 1 – Economic Environment ...............................................................................................................26 2 – BB Securities................................................................................................................................33 2.1 Shares ...................................................................................................................................33 2.2 Warrants................................................................................................................................36 2.3 Performance of the Shares...................................................................................................37 3 – Corporate Governance.................................................................................................................41 4 – Other Information.........................................................................................................................43 5 – Summarized Financial Statements ..............................................................................................45 5.1 Summarized Balance Sheet .................................................................................................45 5.2 Summarized Corporate Law Income Statement ..................................................................47 5.3 Income Statement with Reallocations .................................................................................48 5.3.1 Details of the Reallocations ..............................................................................................49 6 - Balance Sheet Analysis ................................................................................................................54 6.1 Breakdown ............................................................................................................................54 6.2 Analysis of Assets ................................................................................................................55 6.3 Securities Portfolio...............................................................................................................56 6.4 Tax Credits............................................................................................................................57 6.5 Loan Portfolio .......................................................................................................................58 6.5.1 Individual Loan Portfolio ..............................................................................................60 6.5.2 Business Loan Portfolio ...............................................................................................62 6.5.3 Agribusiness Loan Portfolio ........................................................................................65 6.6 Analysis of Liabilities ...........................................................................................................75 6.7 Liquidity Analysis .................................................................................................................77 6.8 Deposits and Money Market Funding ..................................................................................78 6.8.1 Foreign Borrowing ........................................................................................................79 7 – Analysis of Results ......................................................................................................................80 7.1 Net Interest Income...............................................................................................................80 7.2 Analysis of Investments .......................................................................................................83 7.3 Analysis of Funding..............................................................................................................86 7.4 Analysis of Volume and Spread...........................................................................................88 7.5 Provision for Credit Risk ......................................................................................................90 7.5.1 Retail Loan Portfolio .....................................................................................................95 7.5.2 SMEs Loan Portfolio .....................................................................................................99 7.5.3 Commercial Loan Portfolio.........................................................................................100 7.5.4 Agribusiness Loan Portfolio ......................................................................................101 7.5.5 Foreign Trade Loan Portfolio .....................................................................................105 7.5.6 Foreign Loan Portfolio and Others ............................................................................106 7.6 Fee Income..........................................................................................................................107 7.6.1 Revenues from Account Fees ....................................................................................108 7.6.2 Asset Management .....................................................................................................109 7.6.3 Cards ...........................................................................................................................111 7.6.4 Collections ..................................................................................................................113 7.7 Administrative Expenses ...................................................................................................114 7.7.1 Personnel Expenses ...................................................................................................115 7.7.2 Other Administrative Expenses .................................................................................116 7.7.3 Distribution Network...................................................................................................117 7.7.4 Automated Channels ..................................................................................................120 7.7.5 Productivity – Coverage Ratios..................................................................................122 7.8 Operating Income ...............................................................................................................125 7.9 Net Value Added .................................................................................................................127 8 – Risk Management.......................................................................................................................128 8.1 Risk Management ...............................................................................................................128 8.1.1 Market Risks................................................................................................................128 8.1.2 Liquidity Risk ..............................................................................................................137 8.1.3 Credit Risk...................................................................................................................139 8.1.4 Operating Risk ............................................................................................................143 8.2 Capital Structure.................................................................................................................145 8.2.1 Shareholders’ Equity ..................................................................................................145 8.2.2 Regulatory Capital ......................................................................................................146 8.2.3 Economic Capital........................................................................................................152 9 – Social and Environmental Performance ...................................................................................154 9.1 Employee Relations............................................................................................................155 9.2 Eco-efficiency .....................................................................................................................159 9.3 Social Environmental focused Business...........................................................................162 9.4 Investor Market Recognition ..............................................................................................166 10 – Strategic Investments ..............................................................................................................167 10.1 Information........................................................................................................................167 10.2 Insurance, Pension Plans and Capitalization ..................................................................168 10.3 Acquisition, Incorporations and Strategic Partnership ..................................................172 10.3.1 Transactions in the Period .......................................................................................172 10.3.2 Businesses in Progress - Security...........................................................................180 11.1 Summarized Balance Sheet .............................................................................................182 11.2 Summarized Corporate Law Income Statement ..............................................................184 11.3 Income Statement with Reallocations .............................................................................185 Index of Tables Table 1. 2009 Guidance (BB Stand-alone) .............................................................................................. 14 Table 2. Main Balance Sheet Items ......................................................................................................... 14 Table 3. Main Balance Sheet Items (Banco do Brasil stand-alone)......................................................... 15 Table 4. Loan Portfolio (Conglomerate) ................................................................................................... 15 Table 5. Loan Portfolio – Organic Growth (Banco do Brasil stand-alone) ............................................... 16 Table 6. Income Statement with reallocations ......................................................................................... 16 Table 7. Main Indicators of Income/Expenses ......................................................................................... 17 Table 8. Statement of Operations with reallocations (Banco do Brasil stand-alone) ............................... 17 Table 9. Main Indicators of Income/Expenses (Banco do Brasil stand-alone)........................................ 17 Table 10. Net Interest Income by business line ....................................................................................... 18 Table 11. Annualized spread.................................................................................................................... 19 Table 12. Loan Portfolio Quality Indicators (BB+BV+BNC) ..................................................................... 20 Table 13. Allowance for loan losses......................................................................................................... 21 Table 14. Expenses with Allowance for Loan Losses over Portfolio....................................................... 21 Table 15. Administrative expenses ......................................................................................................... 22 Table 16. Fee income.............................................................................................................................. 22 Table 17. Extraordinary Items .................................................................................................................. 24 Table 18. Guidance 2010 ......................................................................................................................... 25 Table 19. Main Macroeconomic Ratios .................................................................................................... 32 Table 20. Shareholding Breakdown ......................................................................................................... 33 Table 21. Distribution of Dividends/Interest on Own Capital.................................................................... 34 Table 22. Free Float by Range of Shares Owned.................................................................................... 34 Table 23. Breakdown of the Series “C” Warrant Holders......................................................................... 36 Table 24. Series “C” Warrants.................................................................................................................. 36 Table 25. Expected Dilution of Capital ..................................................................................................... 36 Table 26. Other Information ..................................................................................................................... 43 Table 27. Summarized Balance Sheet – Assets...................................................................................... 45 Table 28. Summarized Balance Sheet - Liabilities................................................................................... 46 Table 29. Summarized Corporate Law Income Statement ...................................................................... 47 Table 30. Income Statement with Reallocations ...................................................................................... 48 Table 31. Reallocations – Other Operating Income / Expenses .............................................................. 50 Table 32. Fiscal Effects and Statutory Profit Sharing on Extraordinary Items ........................................ 53 Table 33. Breakdown of Assets................................................................................................................ 55 Table 34. Securities Portfolio by Category ............................................................................................... 56 Table 35. Securities Portfolio by Maturity - Market Value ........................................................................ 56 Table 36. Breakdown of Tax Credit.......................................................................................................... 57 Table 37. Acquired Portfolios and Interbank Deposits with Credit Guarantee......................................... 58 Table 38. Loan Portfolio ........................................................................................................................... 59 Table 39. Credit Portfolio – Organic Growth ............................................................................................ 59 Table 40. Individual Loan Portfolio ........................................................................................................... 61 Table 41. Business Loan Portfolio............................................................................................................ 62 Table 42. Private Securities – Businesses ............................................................................................... 63 Table 43. ACC/ACE Average Volume per Contract................................................................................. 63 Table 44. SME Credit Products................................................................................................................ 64 Table 45. Exports ..................................................................................................................................... 66 Table 46. Brazil’s participation on Global Agribusiness ........................................................................... 66 Table 47. Agribusiness Loan Portfolio by Region .................................................................................... 67 Table 48. Agribusiness Loan Portfolio by Purpose .................................................................................. 68 Table 49. Agribusiness Loan Portfolio by Product ................................................................................... 68 Table 50. Agribusiness Loan Portfolio by Financed Items ....................................................................... 69 Table 51. Funds Released for the 09/10 Crop by Customer Size ........................................................... 69 Table 52. Agribusiness Portfolio by Size.................................................................................................. 69 5 - Banco do Brasil – MDA 4Q09 Table 53. Equalizationable Resources from the Loan Portfolio ............................................................... 71 Table 54. 2009/2010 Crop Plan ............................................................................................................... 73 Table 55. Costs – Transaction Profile ...................................................................................................... 73 Table 56. Liabilities................................................................................................................................... 75 Table 57. Sourcers and Uses ................................................................................................................... 76 Table 58. Liquidity Balance ...................................................................................................................... 77 Table 59. Deposits and Money Market Funding ...................................................................................... 78 Table 60. Foreign Borrowing (without BNC)............................................................................................. 79 Table 61. Foreign Issues .......................................................................................................................... 79 Table 62. Net Interest Income .................................................................................................................. 80 Table 63. Analysis of Volume (Earning Assets) and Quarterly Spread – 3Q09 and 4Q09...................... 81 Table 64. Analysis of Volume (Earning Assets) and Nine Months Spread – 2008 and 2009.................. 81 Table 65. Margin, Net of Interest and Profit Margin ................................................................................. 82 Table 66. Revenues from Loans Net of Exchange Impact (Res. 2,770).................................................. 83 Table 67. Securities Income..................................................................................................................... 84 Table 68. Avg Balance of the BS accounts and info. on interest rates - Earning assets (quarterly) ....... 85 Table 69. Avg Balance of the BS accounts and info. on interest rates - Earning assets (annual)........... 85 Table 70. Avg Balances of the BS accounts and info. on int rates – Int.Bearing Liabilities (quarterly) ... 86 Table 71. Avg Balances of the BS accounts and info. on int rates – Int.Bearing Liabilities (annual) ...... 87 Table 72. Int. increase and decrease (Inc. and Exp.) due to changes in Volume and Rates (quarterly) 88 Table 73. Int. increase and decrease (Inc. and Exp.) due to changes in Volume and Rates (annual).... 89 Table 74. Net Financial Margin ................................................................................................................ 90 Table 75. Allowance for Loan Losses Expenses over Portfolio ............................................................... 90 Table 76. Loan Portfolio by Level of Risk................................................................................................. 92 Table 77. Delinquency Ratio .................................................................................................................... 93 Table 78. Average Portfolio Risk.............................................................................................................. 94 Table 79. Retail Loan Portfolio by Level Risk........................................................................................... 95 Table 80. Changes in the Allowance – Retail .......................................................................................... 96 Table 81. Small and Micro Enterprise Loan Portfolio ............................................................................... 99 Table 82. Changes in the Allowance – SMEs .......................................................................................... 99 Table 83. Commercial Loan Portfolio by Level Risk .............................................................................. 100 Table 84. Changes in the Allowance – Commercial .............................................................................. 100 Table 85. Portfolio with and without Roll Over – Agribusiness............................................................... 101 Table 86. Changes in the Allowance – Agribusiness ............................................................................. 101 Table 87. Portfolio with and without Roll Over - Agribusiness ............................................................... 102 Table 88. Rates of the Agribusiness Portfolio ........................................................................................ 103 Table 89. Foreign Trade Loan Porfolio by Level Risk ............................................................................ 105 Table 90. Changes in Allowance – Foreign Trade ................................................................................. 105 Table 91. Foreign Loan Portfolio by Level Risk ..................................................................................... 106 Table 92. Other Transactions Portfolio – Banco Nossa Caixa and Banco Votorantim (50%) ............... 106 Table 93. Fee Income............................................................................................................................. 107 Table 94. Investment Funds and Managed Portfolios by Customer ...................................................... 109 Table 95. Investment Funds and Managed Portfolios by Type.............................................................. 110 Table 96. Total Cards Revenues............................................................................................................ 112 Table 97. Commercial Income ............................................................................................................... 114 Table 98. Personnel Expenses .............................................................................................................. 115 Table 99. Other Administrative Expenses .............................................................................................. 116 Table 100. Distribution Network ............................................................................................................. 117 Table 101. Wholesale Pillar Branches ................................................................................................... 118 Table 102. Distribution Network Abroad................................................................................................. 119 Table 103. Coverage Ratios – without extraordinary items ................................................................... 122 Table 104. Cost Income Ratio – without extraordinary items................................................................. 123 Table 105. Operating Income................................................................................................................. 125 Table 106. Accumulated Amortization.................................................................................................... 126 Table 107. Intangible .............................................................................................................................. 126 6 - Banco do Brasil – MDA 4Q09 Table 108. Net Value Added .................................................................................................................. 127 Table 109. Balance in Foreign Currency................................................................................................ 130 Table 110. Consolidated BB VaR........................................................................................................... 132 Table 111. Foreign Network's VaR ........................................................................................................ 133 Table 112. International Trading Porfolio’s VaR .................................................................................... 134 Table 113. Domestic Trading Porfolio’s VaR ......................................................................................... 135 Table 114. Sensitivity to Interest Rate – 12/31/2009 ............................................................................. 136 Table 115. Concentration of the Loan Portfolio on the 100 Largest Borrowers ..................................... 141 Table 116. Concentration of the Loan Portfolio of the 100 Largest Borrowers % in relation to RE ....... 141 Table 117. Concentration of the Loan Portfolio by Macro-sector........................................................... 142 Table 118. Monitoring of Operational Loss ............................................................................................ 144 Table 119. Shareholders’ Equity ............................................................................................................ 145 Table 120. BIS Ratio – Financial Conglomerate .................................................................................... 148 Table 121. Main accounts of the PEPR share (Economic Financial Conglomerate)............................. 148 Table 122. PRE for Market Risk by Risk Factor..................................................................................... 149 Table 123. Allocated capital for operational risk by line of business...................................................... 149 Table 124. Changes in Composition of BIS Ratio .................................................................................. 150 Table 125. Fixed Asset Ratio ................................................................................................................. 151 Table 126. Economic Capital ................................................................................................................. 152 Table 127. Distribution of Economic Capital in the Loan Portfolio ......................................................... 152 Table 128. VaR by Risk Factor .............................................................................................................. 153 Table 129. Distribution of Economic Capital in the Loan Portfolio ......................................................... 153 Table 130. Growth in the number of scholarships granted .................................................................... 156 Table 131. Employee Training – Annual Flow ....................................................................................... 157 Table 132. Quarterly Average Expense per Employee (Statement with Reallocations)........................ 157 Table 133. Expenses with Statutory Porfit Sharing ................................................................................ 157 Table 134. Employee Turnover .............................................................................................................. 158 Table 135. Use of Water......................................................................................................................... 159 Table 136. Use of Paper......................................................................................................................... 160 Table 137. Sustainable Regional Development (DRS) .......................................................................... 162 Table 138. Microcredit operations .......................................................................................................... 163 Table 139. Credit with RSA - Other Programs ...................................................................................... 164 Table 140. Investment funds with RSA criteria ...................................................................................... 164 Table 141. Complaints registered in the Central Bank........................................................................... 165 Table 142. Interest in the capital of companies...................................................................................... 167 Table 143. Insurance, Pension Plans and Capitalization....................................................................... 168 Table 144. Income Statement by Line of Business ................................................................................ 168 Table 145. Securities Operating Highlights ............................................................................................ 170 Table 146. Securities Operating Highlights ............................................................................................ 171 Table 147. Banco Votorantim – Highlights of the Result........................................................................ 173 Table 148. Banco Votorantim – Realocations - (Market to Market - MKT) ............................................ 174 Table 149. Banco Votorantim – Realocations - (Market to Market - MKT) ............................................ 174 Table 150. Banco Votorantim – Reallocations (Currency Variation)...................................................... 174 Table 151. Banco Votorantim – Reallocations (Bank Credit Bills) ......................................................... 175 Table 152. Banco Votorantim – Equity Highlights .................................................................................. 176 Table 153. Banco Votorantim – Loan Portfolio by Level of Risk ............................................................ 176 Table 154. Banco Votorantim – Delinquency Ratios.............................................................................. 177 Table 155. Banco Votorantim – Vehicle Portfolio................................................................................... 177 Table 156. Banco Votorantim – Operational and Structural Highlights.................................................. 177 Table 157. Banco Nossa Caixa – Income Statement Highlights ........................................................... 178 Table 158. Banco Nossa Caixa – Loan Portfolio ................................................................................... 179 Table 159. Banco Nossa Caixa – Operating Highlights ......................................................................... 179 Table 160. Insurance, Pension and Capitalization Companies ............................................................. 180 Table 161. Partnership Revision – Principal Financial Group................................................................ 181 Table 162. Partnership Revision – Principal Financial Group................................................................ 181 7 - Banco do Brasil – MDA 4Q09 Table 163. Balance Sheet – Assets ....................................................................................................... 182 Table 164. Balance Sheet – Liabilities ................................................................................................... 183 Table 165. Summarized Corporate Law Income Statement .................................................................. 184 Table 166. Income Statement with Reallocations .................................................................................. 185 8 - Banco do Brasil – MDA 4Q09 Index of Figures Figure 1. Earnings (R$ million) and ROE (%) .......................................................................................... 12 Figure 2. Earnings per Share (R$) ........................................................................................................... 12 Figure 3. Dividends and Interest on Own Capital (R$ million) ................................................................. 13 Figure 4. Delinquency 15 and 90 days - BB Stand Alone ........................................................................ 19 Figure 5. Delinquency 15 and 90 days – Individuals Porfolio (loan as reference for interest rate).......... 20 Figure 6. BIS Ratio ................................................................................................................................... 23 Figure 7. International Reserves (US$ billion) ......................................................................................... 26 Figure 8. Sovereign Risk (EMBI) x Foreign Exchange Rate (R$/US$) .................................................... 27 Figure 9. Trade Balance, Exports and Imports (US$ billion).................................................................... 27 Figure 10. Industrial production, growth rate (movable average - 3 months) .......................................... 28 Figure 11. Businessmen's Confidence Index ........................................................................................... 28 Figure 12. Unemployment Rate (% of the Economically Active Population) ........................................... 29 Figure 13. IPCA (yearly variation) X Inflation Targets (%) ....................................................................... 29 Figure 14. Basic Interest Rate x Real Interest (% per annum)................................................................. 30 Figure 15. Total Credit Volume of the Brazilian Economy (% of GDP) .................................................... 30 Figure 16. Credit Evolution by Type of Financial Institution ..................................................................... 31 Figure 17. Free Float Breakdown............................................................................................................. 34 Figure 18. Share of Equity Held by Foreign Investors ............................................................................. 35 Figure 19. BB Shares vs. Ibovespa.......................................................................................................... 37 Figure 20. BBAS3 in Ibovespa ................................................................................................................. 38 Figure 21. Average financial volume – BBAS3 ........................................................................................ 38 Figure 22. Average amount traded – BBAS3 ........................................................................................... 39 Figure 23. Market Ratios .......................................................................................................................... 40 Figure 24. Decision Structure ................................................................................................................... 42 Figure 25. Earning Assets vs. Interest Bearing Liabilities ........................................................................ 54 Figure 26. Breakdown of Assets .............................................................................................................. 55 Figure 27. Agribusiness Participation in GDP and in Labor Market......................................................... 65 Figure 28. Trade Balance (FOB) .............................................................................................................. 65 Figure 29. Production vs. Planted Area.................................................................................................... 66 Figure 30. Agribusiness Loan Portfolio by Customer............................................................................... 70 Figure 31. Agribusiness Loan Portfolio by Funding Sources ................................................................... 70 Figure 32. Equalization Revenues and Weighting Factors ...................................................................... 71 Figure 33. Agricultural Insurance and Proagro ........................................................................................ 72 Figure 34. Evolution of contracted operations with mitigation.................................................................. 72 Figure 35. Price/cost relation between soybean and corn ....................................................................... 74 Figure 36. Liquidity Balance ..................................................................................................................... 77 Figure 37. Market Share of BB Funding................................................................................................... 78 Figure 38. NIM Analysis ........................................................................................................................... 82 Figure 39. NIM by Loan Portfolio.............................................................................................................. 83 Figure 40. Securities Portfolio by Index (Multiple Bank) .......................................................................... 84 Figure 41. Allowances Breakdown ........................................................................................................... 91 Figure 42. Past due Loans + 15 and 90 days .......................................................................................... 93 Figure 43. Allowance/Past Due Loans +90 days – BB x BI (%)............................................................... 94 Figure 44. Quarterly Vintage .................................................................................................................... 97 Figure 45. Annual Vintage ........................................................................................................................ 97 Figure 46. Annual vintage - Vehicle Financing Portfolio - Arena I ........................................................... 98 Figure 47. Annual vintage - Vehicle Financing Portfolio - Arena II .......................................................... 98 Figure 48. Stratified Agribusiness Portfolio ............................................................................................ 104 Figure 49. Checking Account Base ........................................................................................................ 108 Figure 50. Asset Management ............................................................................................................... 109 Figure 51. Credit and Debit Cards.......................................................................................................... 111 Figure 52. Card Revenues ..................................................................................................................... 112 9 - Banco do Brasil – MDA 4Q09 Figure 53. BB Billings Volume................................................................................................................ 113 Figure 54. Business vs. Expenses ......................................................................................................... 114 Figure 55. Changes in Workforce........................................................................................................... 115 Figure 56. Total Distribution Network ..................................................................................................... 117 Figure 57. Automated Teller Machines .................................................................................................. 120 Figure 58. Costumer Access Options - % .............................................................................................. 121 Figure 59. Coverage Ratios – without Extraordinary Items.................................................................... 122 Figure 60. Cost Income Ratio – without Extraordinary Items................................................................. 123 Figure 61. Other Productivity Ratios ...................................................................................................... 124 Figure 62. Changes in Foreign Exchange Exposure ............................................................................. 130 Figure 63. Composition of Banco do Brasil's assets and liabilities in the country ................................. 131 Figure 64. Net Position ........................................................................................................................... 131 Figure 65. Financial Consolidated BB VaR ............................................................................................ 132 Figure 66. Consolidated Foreign Network's VaR ................................................................................... 133 Figure 67. VaR for the International Trading Portfolio............................................................................ 134 Figure 68. VaR for the Domestic Trading Portfolio ................................................................................ 135 Figure 69. Liquidity Reserve - Domestic Treasury ................................................................................. 137 Figure 70. DRL Indicator ........................................................................................................................ 138 Figure 71. Liquidity Reserve - International Treasury ............................................................................ 138 Figure 72. Measuring and management instruments............................................................................. 139 Figure 73. BIS Ratio – Economic Financial Conglomerate .................................................................... 149 Figure 74. Employees Age ..................................................................................................................... 155 Figure 75. Aged Bracked........................................................................................................................ 155 Figure 76. Level of Education................................................................................................................. 156 Figure 77. Transactions without use of paper ........................................................................................ 160 Figure 78. Toner consumption – in units ................................................................................................ 161 Figure 79. PRONAF Portfolio / Proger Rural (R$ million) ...................................................................... 163 Figure 80. BBAS3 participation in ISE, ITAG and IGC........................................................................... 166 Figure 81. Combined Ratio .................................................................................................................... 169 10 - Banco do Brasil – MDA 4Q09 Introduction The Management Discussion and Analysis (MD&A) report presents the economic/financial situation of Banco do Brasil (BB). Geared toward market analysts, stockholders and investors, with quarterly periodicity, this report addresses topics such as the economic environment, BB's shares performance, corporate governance practices, and risk management. There are separate analyses of the capital structure and the results. Moreover, in conformity with the Triple Bottom Line concept, the report also presents Social-Environmental Performance indicators of Banco do Brasil (Chapter 9), with the purpose of evidencing the generation of value of these initiatives to our shareholders and other stakeholders. The reader will also find eight period historical series tables of the Summarized Balance Sheet, the Summarized Corporate Law Income Statement, the Income Statement with Reallocations, the Analytic Spread, and other information about profitability, productivity, loan quality portfolio, capital structure, capital market, and structural data. According to the paragraph 55 of CVM Regulation 371/2000, Banco do Brasil decided to adopt, from the year-end 2009 on, in current and consistent basis, to account faster the income and losses related to the Plano de Benefícios I (Plano I of Previ). Aiming to allow a better comparability of the 4Q09 results with the previous quarters, the Bank decided not to adjust the recurring net income of the period. However, the analysis of the full year 2009 already takes into account this decision. Considering the strategic transactions relevance announced as of the second half of 2008 (acquisitions, mergers and partnerships), the detailing of the main information related to the companies associated with business in course and to transactions already executed are presented in this report, evidencing the impact of the transactions over the numbers of BB. In relation to the partnership with Banco Votorantim (BV), as from 3Q09, the accounting information of equity accounts is consolidated in BB's financial statements. On the other hand, income accounts were consolidated as of this quarter. The main figures of BV are presented in a specific chapter. Throughout this report, some indicators and tables evidence the numbers of BB separated from information of BV, aiming to facilitate comparison and analysis. We also emphasize that, as of 1Q09, all the financial statements and management analyses developed will be based on the "Economic Financial Consolidation" view, which provides for the consolidation of all the companies belonging to the economic group. Heretofore the Performance Analysis report contained the financial companies consolidation only. For comparability, we inform that 2008 results also respect the same vision. At the end of the report we present the Financial Statements and Explanatory Notes for the quarter under analysis. ON-LINE ACCESS The Performance Analysis report can also be read through Banco do Brasil’s Investor Relations website. Further information about the Bank is also available there, such as: Corporate Governance, news, frequently asked questions, a download center which contains versions of this report for the Adobe® Reader® software. General information, Balance Sheet and Income Statement analysis and complete financial statements; the historical series in Excel; presentations to the market; Annual and Social and Environment Responsibility Report; Social Balance Sheet; Results Conference Calls and others are also available on the Website. LINKS OF INTEREST Banco do Brasil S.A. Investor Relations 11 - Banco do Brasil – MDA 4Q09 bb.com.br bb.com.br/ir Summary of Results Banco do Brasil earns R$ 10.15 billion in 2009 Banco do Brasil reported net income of R$ 10,148 million in 2009. The result corresponds to an annualized return on average equity (ROAE) of 30.7%. Segregating the extraordinary effects, recurring income amounted to R$ 8,506 million, 27.2% above the amount recorded in 2008, and correspondent to a recurring return on average equity of 25.8%. The recurring result for the year was influenced by the amount of R$ 3,030 million, as a result of the actuarial assets and liabilities update of the “Plano de Aposentadoria e Pensão dos Funcionários do Banco do Brasil (Previ)”. In 4Q09, the Bank's net income reached R$ 4,155 million, which corresponds to an annualized ROAE of 56.8%. On recurring bases, the net income recorded R$ 1,819 million in 4Q09, 3.1% higher than the income of 3Q09 and 11.9% higher than the recurring net income of 4Q08. 2,037 22.5 24.5 21.6 32.5 30.7 25.8 24.7 23.1 23.7 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 Recurring Income Net Income 4,155 1,819 1,979 1,764 2,348 1,727 1,665 1,522 2,944 1,626 1,867 1,644 6,685 8,506 30.5 56.8 26.2 26,2 23.8 8,803 24.6 1,463 47.4 10,148 33.2 33.6 27.9 4Q09 2008 2009 Recurring ROE - % ROE - % Figure 1. Earnings (R$ million) and ROE (%) Earnings per share of R$ 3.95 in 2009 Net income per share reached R$ 3.95 in 2009, 14.7% higher than that observed in 2008. In the quarterly comparison, earnings per share recorded R$ 1.62, 109.9% higher than earnings per share of 3Q09. 3.95 3.44 1.62 0.73 3Q08 1.15 0.65 4Q08 Figure 2. Earnings per Share (R$) 12 - Banco do Brasil – MDA 4Q09 1Q09 0.91 0.77 2Q09 3Q09 4Q09 2008 2009 40% of net income distributed to shareholders The amount distributed to shareholders totaled R$ 4,059 million in 2009, equivalent to 40% of the net income (payout). Of this total, R$ 1,858 million were distributed as interest on own capital (IOC) and R$ 2,201 million as dividends. 4,059 3,521 747 1,178 1,662 666 939 791 218 315 476 3Q09 341 406 767 410 448 483 456 3Q08 4Q08 1Q09 2Q09 Interest on Own Capital 1,184 1,973 2,201 1,548 1,858 2008 2009 478 4Q09 Dividends Figure 3. Dividends and Interest on Own Capital (R$ million) Performance confirms estimates for 2009 The performance of Banco do Brasil (stand alone) in 2009 has confirmed the majority of the estimates disclosed to the market upon the announcement of the result of 4Q08, except the following items: • Recurring ROAE: in addition to the strong performance of the Net Interest Income, the growth of the Fee Income and the control of the administrative expenses, the recurring ROAE for 2009 has been affected by accounting profit/losses related to the “Plano de Benefícios I” (Plano I of Previ). As explained in the Introduction section of this report, from now on such bookings will be held on a consistent and recurring basis during the upcoming years. These factors were decisive to allow the ROAE to reach a higher performance than the prediction made in the 2009 Guidance. • Spread: influenced by the changes in the mix of the loan portfolio, with an increase in the relative share of operations with less associated risks, and therefore a lower spread (such as payroll loans and vehicle financing) and by the increase of the share of short-term investments in total assets that, as they have lower spread, they have contributed for lowering the Bank´s global spread. • Deposits: the non-fulfillment of the guidance of growth of total deposits was motivated by the consolidation of Banco Nossa Caixa that added R$ 39,821 million to BB's deposit base, minimizing the need for funding; and • Allowance for Loan Losses: Influenced by the deterioration of the macroeconomic panorama, generating a greater need for provisioning. • Tax rate: the accounting of the actuarial profit and losses related to the Plano I of Previ on a recurring basis generated a positive impact on the taxable income of the Bank and consequently increase on deferred expenses with IRPJ and CSLL (at a higher tax rate than the effective tax rate observed in the Income Statement with Reallocations with the first nine months of 2009), which led the effective tax rate just above the range predicted in the 2009 Guidance. 13 - Banco do Brasil – MDA 4Q09 Table 1. 2009 Guidance (BB Stand-alone) Items Recurring Return on Equity Net Interest Margin Total Deposits Domestic Loan Portfolio Individuals Businesses Agribusiness Allowance for Loan Losses Fee Income Administrative Expenses Tax Rate Performance Conglomerate Performance - Proforma BB Stand Alone 2009 Guidance - Proforma BB Stand Alone 25.8% 6.7% 24.6% 35.2% 88.1% 29.0% 4.3% 4.6% 14.4% 24.9% 32.7% 24.5% 6.5% 5.4% 15.7% 30.3% 16.6% 3.1% 4.6% 5.7% 10.0% 33.5% 19% - 22% 6.8% - 7.2% 10% - 14% 13% - 17% 23% - 25% 16% - 19% 2% - 5% 3.8% - 4.2% 5% - 8% 9% - 12% 30% - 33% The main highlights of income/expenses and indicators above are discussed below. BB consolidates leadership: total assets reach R$ 708.5 billion Banco do Brasil recorded R$ 708,549 million in total assets at the end of 2009, a growth of 3.3% quarter-on-quarter and of 35.9% compared to 2008. These figures already consider consolidation of all the interests in financial and non-financial companies, in addition to mergers (BESC and BEP), the acquisition of equity control in Banco Nossa Caixa (BNC) and the conclusion of the strategic partnership established with Banco Votorantim (BV). In addition to these corporate transactions, the growth of money market borrowings and of deposits, which backed the strong expansion of the loan portfolio in 2009, merits special emphasis. Table 2. Main Balance Sheet Items R$ million Total Assets Loan Portfolio Securities Short-term Interbank Operations Deposits Demand Deposits Savings Deposits Interbank Deposits Time Deposits Money Market Borrowing Shareholder’s Equity Dec/08 521,273 224,808 86,909 119,408 270,841 51,949 54,965 14,065 149,618 91,130 29,937 Sep/09 685,684 285,517 129,818 157,541 326,958 50,107 72,233 9,627 194,707 153,603 33,661 Chg. % Dec/09 On Dec/08 On Sep/09 3.3 708,549 35.9 5.4 300,829 33.8 124,337 43.1 (4.2) 168,398 41.0 6.9 337,564 24.6 3.2 56,459 8.7 12.7 75,742 37.8 4.9 11,619 (17.4) 20.7 193,516 29.3 (0.6) 160,821 76.5 4.7 36,119 20.6 7.3 For purposes of comparison with the 2009 guidance, the following table presents the main balance sheets items of BB on a stand-alone basis, allowing the comparison between the balance at the end of 2009 and that recorded in 2008. Segregating the effects of consolidation of BNC and BV, the growth of total assets of Banco do Brasil was 5.0% quarter-on-quarter and 14.9% in twelve months. Among the Assets, it is worth mentioning the loan portfolio and short-term interbank investments, which grew 15.6% and 30.1% in 12 months, respectively. 14 - Banco do Brasil – MDA 4Q09 Table 3. Main Balance Sheet Items (Banco do Brasil stand-alone) R$ million Total Assets Loan Portfolio Securities Short-term Interbank Operations Deposits Demand Deposits Saving Deposits Interbank Deposits Time Deposits Money Market Borrowing Shareholder’s Equity Dec/08 521,273 224,808 86,909 119,408 270,841 51,949 54,965 14,065 149,618 91,130 29,937 Sep/09 570,629 245,712 93,189 137,881 275,253 45,860 60,358 7,974 160,738 124,736 33,661 Chg. % Dec/09 On Dec/08 On Sep/09 5.0 598,993 14.9 259,840 15.6 5.8 88,323 1.6 (5.2) 155,328 30.1 12.7 285,504 5.4 3.7 52,230 0.5 13.9 63,625 15.8 5.4 10,748 (23.6) 34.8 158,693 6.1 (1.3) 146,963 61.3 17.8 36,119 20.6 7.3 Loan Portfolio surpasses the R$ 320 billion mark In an amplified concept, which includes guarantees provided and private securities, Banco do Brasil's loan portfolio ended the last quarter at R$ 320,696 million (already considering the portfolios of BNC and of BV), growth of 6.4% in the quarter and of 35.2% compared to the amplified portfolio of 2008. BB's amplified loan portfolio on a stand-alone basis reached R$ 279,707 million, a growth of 6.9% quarter on quarter and of 17.9% in 12 months. The classified loan portfolio (in accordance with CMN Resolution 2682) reached R$ 300,829 million, growth of 33.8% in 12 months and of 5.4% in the quarter. The domestic loan portfolio grew 35.2% in the year and 4.7% over 3Q09, surpassing again the industry's growth, which recorded a progression of 14.9% in 2009 and of 4.6% in the quarter. Table 4. Loan Portfolio (Conglomerate) Chg. % R$ million Loan Portfolio Brazil Individuals Payroll Loan Auto Loans Businesses SME Other Agribusiness Abroad Dec/08 224,808 209,693 48,811 17,626 6,694 97,192 34,900 62,292 63,690 15,115 Sep/09 285,517 270,748 85,717 33,973 19,255 116,994 41,159 75,834 68,038 14,769 Dec/09 On Dec/08 On Sep/09 300,829 33.8 5.4 283,560 35.2 4.7 91,791 88.1 7.1 36,514 107.2 7.5 20,738 209.8 7.7 125,336 29.0 7.1 44,920 28.7 9.1 80,416 29.1 6.0 66,434 4.3 (2.4) 17,268 14.2 16.9 At the end of 2009, loans to individual clients amounted to R$ 91,791 million, an increase of 88.1% in the year and of 7.1% quarter-on-quarter. In both comparisons, the payroll loan was the main responsible for this growth of the individual customers portfolio, which since June has surpassed that of agribusiness, contributing to allow the individual portfolio to reach a relative share of 30.5% of the total portfolio at the end of 2009, as opposed to 21.7% at the end of 2008. The business portfolio, which represents 41.7% of BB's total portfolio, amounted to R$ 125,336 million in December 2009, expansion of 29.0% in twelve months and of 7.1% in the quarter, driven in both comparisons by the growth of working capital operations. Disregarding the consolidations of Banco Nossa Caixa and of Banco Votorantim, it is worth mentioning the strong growth of the loan portfolio of BB in an organic way. BB's domestic loan portfolio reached a 15 - Banco do Brasil – MDA 4Q09 balance of R$ 242,572 million, growth of 5.0% in the quarter and of 15.7% in 12 months. Within the same concept, the total portfolio recorded R$ 259,840 million in December 2009, growth of 5.8% in the quarter. The following table allows the understanding of the evolution of stand-alone figures, and the impacts of Banco Votorantim's consolidation and evolution of Banco Nossa Caixa's portfolio. Table 5. Loan Portfolio – Organic Growth (Banco do Brasil stand-alone) Chg. % R$ million Banco do Brasil Individuals Businesses Agribusiness Abroad Nossa Caixa Individuals Businesses Agribusiness Banco Votorantim* Individuals Businesses Total Dec/08 224,808 48,811 97,192 63,690 15,115 - Sep/09 245,712 58,747 104,958 67,237 14,769 19,308 14,524 3,984 800 20,498 12,446 8,052 224,808 285,517 Dec/09 On Dec/08 On Sep/09 15.6 5.8 259,840 63,585 30.3 8.2 16.6 8.0 113,336 65,651 3.1 (2.4) 14.2 16.9 17,268 2.4 19,766 15,080 3.8 (2.0) 3,904 (2.2) 783 21,222 3.5 5.5 13,126 0.5 8,096 300,829 33.8 5.4 *Amounts equal to 50% of BV Loan Portfolio Recurring income reflects robustness of the financial margin, growth of banking service fees and control of expenses The table below, extracted from the statement of income with reallocations, presents the main highlights of the period. The breakdown of reallocations is in Section 5.3.1 of the Performance Analysis Report. Table 6. Income Statement with reallocations R$ million Financial Intermediation Income Loan operations + Leasing Securities Financial Intermediation Expenses Net Interest Income Allowance for Loan Losses Net Financial Margin Fee income Contribution Margin Administrative expenses Personnel Expenses Other Administrative Expenses Commercial Income Legal Claims Labor Lawsuits Other Income and Expenses Income Before Taxes Income and Social Contribution Taxes Corporate Profit Sharing Recurring Net Income 16 - Banco do Brasil – MDA 4Q09 Quarterly Flow Chg. % Annual Flow Chg. % 4Q08 3Q09 4Q09 On 4Q08 On 3Q09 2008 2009 On 2008 (11.9) 12.1 11.9 20,412 16,048 17,984 58,400 65,329 11,253 10,756 12,177 8. 2 13.2 34,821 42,303 21.5 (34.3) 4.7 4.2 8,097 5,083 5,321 20,496 21,350 (34.6) 12.8 (33,885) (32,269) (4.8) (13,335) (7,729) (8,715) 31. 0 11.4 24,515 33,060 34.9 7,077 8,320 9,268 31. 7 (2.2) 71.1 (2,240) (3,017) (2,950) (6,799) (11,629) 4,837 5,303 6,318 17,716 21,431 30. 6 19.1 21.0 17. 9 2.3 14.4 3,058 3,526 3,606 11,811 13,511 24. 3 10.7 18.9 7,534 8,461 9,367 28,058 33,367 (4,344) (4,897) (5,465) 25. 8 11.6 (15,358) (19,185) 24.9 23. 6 5.6 26.7 (2,301) (2,693) (2,844) (8,112) (10,280) (2,043) (2,203) (2,621) 28. 3 18.9 (7,246) (8,905) 22.9 23. 3 9.5 12.1 3,144 3,540 3,876 12,560 14,083 49.8 (97) (40) 46 (161) (242) (129) (216) (49) (61.7) (77.1) (560) (260) (53.6) 74. 6 67.0 (537) (562) (938) (1,786) 263 23. 3 7.8 37.7 2,380 2,723 2,934 10,052 13,844 53. 4 17.4 72.0 (557) (727) (853) (2,416) (4,155) 32. 7 13.9 21.6 (198) (230) (262) (951) (1,157) 11. 9 3.1 27.2 1,626 1,764 1,819 6,685 8,506 Table 7. Main Indicators of Income/Expenses Indicators - % Global Spread Expenses with Allowance for Loan Losses over Portfolio Efficiency Ratio¹ Recurring Return on Equity Effective Rate of Tax (1) 4Q08 7,2 3,6 45,7 24,5 25,5 3Q09 4Q09 6,7 4,7 44,6 23,1 29,2 6,7 4,6 44,4 22,5 31,9 2008 7,0 3,6 45,6 24,7 26,5 2009 6,7 4,6 40,7 25,8 32,7 The extraordinary effects of the period were segregated in the calculation. Table 8. Statement of Operations with reallocations (Banco do Brasil stand-alone) R$ million Financial Intermediation Income Loan operations + Leasing Securities Financial Intermediation Expenses Net Interest Income Allowance for Loan Losses Net Financial Margin Fee income Contribution Margin Administrative expenses Personnel Expenses Other Administrative Expenses Commercial Income Legal Claims Labor Lawsuits Other Income and Expenses Income Before Taxes Income and Social Contribution Taxes Corporate Profit Sharing Recurring Net Income Quarterly Flow Chg. % Annual Flow Chg. % 4Q08 3Q09 4Q09 On 4Q08 On 3Q09 2008 2009 On 2008 (28.9) 3.6 (0.7) 20,412 14,013 14,517 58,400 58,001 11,253 9,643 9,878 (12.2) 2.4 34,821 37,865 8.7 (48.2) (0.8) (9.1) 8,097 4,223 4,190 20,496 18,621 (47.9) 1.9 (33,885) (28,797) (15.0) (13,335) (6,820) (6,949) 6. 9 5.2 24,515 29,205 19.1 7,077 7,192 7,568 16. 6 (6.0) 58.9 (2,240) (2,779) (2,613) (6,799) (10,802) 4,837 4,414 4,955 17,716 18,403 2. 4 12.3 3.9 4. 3 (0.7) 5.7 3,058 3,213 3,189 11,811 12,481 (0.6) 2.2 4.6 7,534 7,325 7,485 28,058 29,338 (4,344) (4,215) (4,511) 3. 8 7.0 (15,358) (16,891) 10.0 3. 0 2.4 11.8 (2,301) (2,314) (2,369) (8,112) (9,068) (2,043) (1,901) (2,142) 4. 8 12.7 (7,246) (7,823) 8.0 (5.4) (4.2) (1.2) 3,144 3,104 2,974 12,560 12,409 15.2 (97) (14) 56 (161) (186) (560) (92) (83.6) (129) (142) 1 (49.8) (41.4) (537) (460) (270) (1,786) 1,151 16. 1 11.0 32.1 2,380 2,488 2,762 10,052 13,282 69. 3 42.3 70.3 (557) (662) (942) (2,416) (4,113) 5. 4 (4.6) 14.7 (198) (218) (208) (951) (1,091) (0.8) 0.4 20.8 1,626 1,606 1,612 6,685 8,078 Table 9. Main Indicators of Income/Expenses (Banco do Brasil stand-alone) Indicators - % Global Spread Expenses with Allowance for Loan Losses over Portfolio Efficiency Ratio¹ Recurring Return on Equity Effective Rate of Tax (1) The extraordinary effects of the period were segregated in the calculation. 17 - Banco do Brasil – MDA 4Q09 4Q08 7.2 3.6 45.7 24.5 25.5 3Q09 6.5 4.6 42.8 20.9 29.2 4Q09 6.6 4.6 40.9 19.8 36.9 2008 7.0 3.6 45.6 24.7 26.5 2009 6.5 4.6 41.4 24.5 33.5 Loan growth drives the increase of the Net Interest Income The Net Interest Income(NII) recorded growth of 11.4% quarter on quarter and of 31.0% year-over-year, influenced by the consolidation of Banco Votorantim's figures as of 4Q09. In a pro forma comparison, excluding the effects of the consolidation of BV and of BNC, the Net Interest Income of Banco do Brasil on a stand-alone basis amounted to R$ 7,568 million in 4Q09, up 10.2% over 3Q09, driven by the advance of revenues from loans due to the increase in the volume of these operations. In the annual comparison, the net interest income reached R$ 33,060 million in 2009, up 34.9% over 2008. Disregarding the effects of the consolidation of BV and of BNC, BB's net interest income on standalone view totaled R$ 29,205 million, growth of 19.1% over 2008, motivated essentially by the growth of the volume of loan operations and by the reduction of the cost of funding, offsetting the spreads reduction. The following table presents the breakdown of the Net Interest Income. The contribution of the loan portfolio in its main business lines, computing the revenues and the costs associated with these operations, including the fundraising cost, is highlighted. In addition, the amounts corresponding to revenue with recovery of receivables written-off as loss, and the amounts of revenues relating to compulsory deposits with remuneration are segregated. The item “Other Income”, comprised mainly of income from treasury, resulting from transactions with securities, derivatives and foreign exchange, completes the NII formation. Table 10. Net Interest Income by business line Quarterly Flow R$ million Net Interest Income Loan Operations Individuals Businesses Agribusiness Other Remunerated Compulsory Recovery of Write-offs Other BB Stand-alone Net Interest Income 4Q08 7,077 4,725 2,273 1,598 854 2,352 424 467 1,462 3Q09 8,320 5,978 3,299 1,844 834 2,342 213 525 1,603 7,077 7,192 Chg. % Annual Flow 4Q09 On 4Q08 On 3Q09 31. 0 11.4 9,268 6,852 45. 0 14.6 64. 6 13.4 3,741 2,178 36. 3 18.1 9. 2 11.8 933 2. 7 3.2 2,416 214 (49.4) 0.5 38. 6 23.2 647 6. 4 (3.0) 1,555 7,568 6. 9 5.2 2008 24,515 16,394 8,356 5,107 3,006 8,121 1,910 1,714 4,496 24,515 Chg. % 2009 On 2008 34.9 33,060 23,570 43.8 48.6 12,413 7,576 48.3 19.1 3,581 16.9 9,490 816 (57.3) 20.1 2,059 47.1 6,615 29,205 19.1 Gross global spread ended the quarter at 6.7%, remaining stable quarter-on-quarter. In 2009, the spread came to 6.7%, 30 basis points below the spread recorded in 2008. Several factors affected the global spread of Banco do Brasil in 2009, with an emphasis on: • The consolidation of BNC, which as it has an expressive base of low-cost deposits (judicial deposits), presented a higher spread than that of BB, which had affected positively the global spread; And those that had a negative effect: • The decrease of the basic interest rate, which reduced the remuneration of the own securities portfolio; • The change in the loan portfolio mix, with an increase of the relative share of operations with lower associated risk and, therefore, lower spread (such as payroll loans and vehicle financing); • The consolidation of the interest of 50% in the capital of Banco Votorantim, which exhibits a lower global spread than that of Banco do Brasil, as it does not have a base of low-cost deposits and operates in segments characterized by lower risks and, therefore, lower spread; 18 - Banco do Brasil – MDA 4Q09 Table 11. Annualized spread R$ million Loan Operations Individuals Businesses Agribusiness Other Global Spread 4Q08 9.8 21.6 7.3 5.6 9.7 7.2 3Q09 10.2 20.6 7.4 4.9 3.6 6.7 4Q09 10.1 18.6 7.4 5.3 3.4 6.7 2008 9.3 21.0 6.7 5.1 4.6 7.0 2009 9.8 18.7 7.2 5.3 3.7 6.7 Delinquency shows a strong decrease in 4Q09 The percentage of operations past due for more than 15 days in the conglomerate dropped to 5.1% in December 2009, as opposed to 5.8% in September. On the other hand, the percentage of loans overdue for more than 90 days recorded a decrease of 30 basis points in the last quarter. The monthly monitoring of BB's domestic loan portfolio (stand-alone) also demonstrates this downslide in default ratios: the ratio that measures the loans overdue for more than 15 days recorded a reduction of 110 basis points since August 2009. In the same period, the ratio that measures the loans overdue for more than 90 days fell by 50 basis points, confirming that the peak of default occurred in 3Q09. 6.3 5.9 5.2 5.2 5.3 6.2 6.0 5.9 5.6 5.5 5.1 4.0 2.9 3.0 3.1 5.9 3.2 3.5 3.6 3.6 3.9 3.9 3.6 3.5 Jan/09 Feb/09Mar/09 Apr/09 May/09 Jun/09 Jul/09 Aug/09 Sep/09Oct/09 Nov/09Dec/09 ICRED_15 ICRED_90 Figure 4. Delinquency 15 and 90 days - BB Stand Alone The recovery of the labor market and the successful strategy of BB, concentrating the mix of its individuals loan portfolio in low risk operations, such as payroll loans, were decisive to allow the delinquency ratios of its portfolio to show successive drops from the peak shown in 1Q09. During this period, the ratios of operations overdue for more than 15 days and 90 days fell respectively 170 and 110 basis points. 19 - Banco do Brasil – MDA 4Q09 10.5% 10.4% 9.7% 5.6% 5.8% 9.4% 5.8% 9.9% 9.6% 5.8% 9.2% 5.9% 8.8% 5.7% 5.2% 4.8% Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 ICRED_90 Individuals Portfolio Jun/09 Sep/09 Dec/09 ICRED_15 Individuals Portfolio Figure 5. Delinquency 15 and 90 days – Individuals Porfolio (loan as reference for interest rate) Quality of the portfolio remains above the Banking Industry On the portfolio quality, average risk stood at 5.3% in December 2009, 40 basis points below that seen for September 2009, and below the average risk of the Banking Industry, that recorded 6.9% at the end of December. Delinquency above 90 days reached 3.3% of the total portfolio at the end of 2009, one more time better than the performance of the Banking Industry, which recorded 4.4%. Table 12. Loan Portfolio Quality Indicators (BB+BV+BNC) % Past Due Loans/Loan Portfolio Allowance/Loan Portfolio Past due loans + 60 days/Total Portfolio (%) Past due loans + 90 days/Total Portfolio (%) Allowance/Past Due Loans + 60 days Allowance/Past Due Loans + 90 days Average Risk BB Average Risk – Banking Industry Transactions overdue + 90 days/Total Portfolio – Banking Industry Dec/08 Sep/09 Dec/09 4.0 6.1 2.8 2.4 218.2 257.7 5.4 6.9 6.7 4.1 3.6 161.1 183.4 5.7 6.8 6.2 3.7 3.3 166.3 190.3 5.3 5.3 3.2 7.2 4.4 6.9 4.4 Beyond the perception of improvement of the economic and business environment, Banco do Brasil maintained its prudent attitude on the balance of provisions for credit risk and on the percentage of coverage of the portfolio in 2009. The balance of provisions ended December 2009 at R$ 18,617 million, growth of 36.2% over that observed in 2008, in line with the expansion of 33.8% of the loan portfolio in 12 months and with the increase in the default rates compared to 2008. In the quarterly comparison the balance of provisions presented a downslide of 2.4%, in line with the improvement observed in the risk profile of the operations. The coverage ratio of provisions over the loan portfolio total balance came to 6.2%, a reduction of 50 basis points compared to the ratio of September 2009 and growth of 10 basis points in the comparison with the ratio recorded at the end of 2008. 20 - Banco do Brasil – MDA 4Q09 Table 13. Allowance for loan losses Chg. % R$ million Required Additional Total Dec/08 12,079 1,594 Sep/09 16,167 2,903 13,673 19,070 Dec/09 On Dec/08 On Sep/09 31.1 (2.1) 15,835 2,782 74.5 (4.2) 36.2 18,617 (2.4) Provision expenses recorded a decrease of 2.2% in the quarter, which contributed for the rate that measures the ratio between these expenses and the total portfolio to end 4Q09 at 1.0%, down 20 basis points compared to the rate of 3Q09. The ratio between expense in 12 months and the average portfolio of the same period reached 4.6%, as opposed to 4.7% in the 12 months ended in the previous quarter. Table 14. Expenses with Allowance for Loan Losses over Portfolio R$ million (A) Allowance for Loan Losses - Quarterly (B) Allowance for Loan Losses - 12 Months (C) Loan Portfolio (E) Average Portfolio – 3 Months (E) Average Portfolio – 12 Months Expenses over Portfolio (A/D) - % Expenses over Portfolio (B/E) - % 21 - Banco do Brasil – MDA 4Q09 4Q08 3Q09 4Q09 (2,240) (6,800) 224,808 218,626 189,144 (3,017) (10,919) 265,019 257,948 234,430 (2,950) (11,629) 300,829 282,405 250,888 1.0 3.6 1.2 4.7 1.0 4.6 Operating Efficiency: expenses under control, growth of the service revenues and of the financial margin Disregarding the consolidation of the figures of Banco Nossa Caixa and of Banco Votorantim, the administrative expenses of BB, which include personnel expenses and the other administrative expenses, amounted to R$ 16,890 million in 2009, up 10.0% over 2008, in line with the guidance proposed for 2009 (9% to 12%). Also in the stand-alone view, the administrative expenses of 4Q09 reached R$ 4,511 million, growth of 3.8% in the comparison with 4Q08. Table 15. Administrative expenses Quarterly Flow R$ million BB Personnel Expenses Other Administrative Expenses BNC / BV Personnel Expenses Other Administrative Expenses BB - BNC Personnel Expenses Other Administrative Expenses 4Q08 4,344 2,301 2,043 4,344 2,301 2,043 3Q09 4,897 2,693 2,203 682 380 302 4,215 2,314 1,901 Chg. % 4Q09 On 4Q08 On 3Q09 25. 8 11.6 5,465 23. 6 5.6 2,844 28. 3 18.9 2,621 39.9 954 25.1 475 58.5 479 4,511 3. 8 7.0 3. 0 2.4 2,369 4. 8 12.7 2,142 Annual Flow 2008 15,358 8,112 7,246 15,358 8,112 7,246 Chg. % 2009 On 2008 24.9 19,185 10,280 26.7 22.9 8,905 2,294 1,212 1,082 16,890 10.0 11.8 9,068 7.9 7,822 The control of administrative expenses was followed by an increase in fee income, which totaled R$ 3,606 million in 4Q09, growth of 2.3% in the quarter and of 17.9% over 4Q08. In 2009, fee income amounted to R$ 13,511 million, recording growth of 14.4% over 2008. Segregating the effects of the consolidation of Banco Nossa Caixa and of Banco Votorantim, fee income of BB stand-alone, amounted to R$ 3,189 million in 4Q09, recording a slight decrease of 0.7% in the quarter. This performance was influenced by the discontinuation of the collection of the registration renewal fee pursuant to Circular 3,466 of September 11, 2009 of the Brazilian Central Bank. In the comparison with 4Q08, there was a growth of 4.3%. In 2009 the growth of BB stand alone fee income reached 5.7%, within the Guidance for the year (5% to 8% range). Table 16. Fee income Quarterly Flow R$ million BB BNC / BV BB - BNC 4Q08 3,058 3,058 3Q09 3,526 313 3,213 Chg. % 4Q09 On 4Q08 On 3Q09 17. 9 2.3 3,606 418 33.3 4. 3 (0.7) 3,189 Annual Flow 2008 11,811 11,811 Chg. % 2009 On 2008 14.4 13,511 1,031 5.7 12,481 The positive performance of Net Interest Income, fee income, combined with the increase of other operating income and the control of administrative expenses, contributed toward the improvement of the cost to income ratio. The conglomerate ratio for 2009 was of 40.7%, an improvement of 490 basis points compared to the 2008 ratio. In the quarterly comparison, the cost to income ratio of the group recorded 44.6% in 4Q09, remaining stable compared to 3Q09 and 109 basis points better than the rate recorded in 4Q08. BIS Ratio records growth Banco do Brasil's capital ratio (K) ended December 2009 at 13.7%, a 70 bps increase over the preceding quarter. The Basel ratio shown allows the Bank to expand its loan portfolio by R$ 104,600 million in credit assets, considering a 100% weighting. The improvement observed in the period results from the incorporation of profits, the issue of R$ 1 billion in Subordinated Bank Deposit Certificates and the issue of US$ 1.450 billion worth of perpetual bonds. 22 - Banco do Brasil – MDA 4Q09 The Central Bank considered this last issue eligible for calculation purposes of the Tier I Capital, in the hybrid capital and debt instrument category. In 4Q09 Banco do Brasil released a material fact, informing the market that, with the consent of the National Treasury, it is finalizing studies to increase its capital by at least R$ 8 billion and by a maximum of R$ 10 billion, aiming to sustain its future growth. 12.5 4.5 15.0 15.3 4.3 4.6 4.5 10.9 10.4 10.8 Mar/09 Jun/09 15.2 14.7 13.0 4.1 4.2 10.2 8.4 8.8 Mar/08 Jun/08 Sep/08 Dec/08 Tier I 13.0 13.7 3.9 4.0 9.1 9.7 Sep/09 Dec/09 Tier II Figure 6. BIS Ratio Extraordinary Events The extraordinary effects added R$ 2,336 million to BB's net income in 4Q09 and R$ 1,642 million in 2009. The main effects are as follows: 4Q09 Reversal of provisions for civil claims resulting from economic plans, generating extraordinary income of R$ 530 million, of which R$ 161 million are expenses arising from Banco Nossa Caixa. Assignment of credits written-off to Ativos S. A., generating extraordinary income in the amount of R$ 242 million in 4Q09. Extraordinary income of R$ 3,030 million regarding the partial accounting of non-recognized actuarial gains of Plano de Aposentadoria e Pensão dos Funcionários do Banco do Brasil – PREVI. These gains are derived from the review of actuarial assets and liabilities performed in accordance with Resolution 26 issued by Conselho de Gestão da Previdência Complementar (CGPC) on September 29, 2008 in accordance with CVM Regulation 371/2000. Expenses of R$ 215 million arising from Voluntary Resignation Program for employees of Banco Nossa Caixa. Reversal of provision for labor claims due to changes in the methodology of recognition of these contingencies, generating extraordinary income of R$ 644 million, that from 4Q09 on, the provisions balance began to be established to cover the average value effectively disbursed by the Bank in legal claims of the same origin (until the moment the provision used to be set based on the amount requested by the applicant). Tax Impacts and profit sharing on extraordinary items generating expenses of R$ 1,895 million. 3Q09 Exercise of the Greenshoe Option, whereby BB sold the lot of 14,330,229 shares of CIELO, which generated extraordinary income of R$ 209 million before taxes. Partial sale of investments, corresponding to 56.1% of the shares of the BB group (Multiple Bank, CIELO and VisaVale) in the company Visa Inc., generating positive extraordinary result of R$ 361 million in 1Q08. In September 2009, a portion of the remaining shares was sold, generating an extraordinary revenue of approximately R$ 141 million. Assignment of credits written-off to Ativos SA, generating revenues in the amount of R$ 119 million. 23 - Banco do Brasil – MDA 4Q09 Expenses with civil claims regarding economic plans totaling R$ 84 million. Tax Impacts and profit sharing on extraordinary items generating expenses in the amount of R$ 171 million. 2Q09 Extraordinary Expense incurred in 2Q09, equal to an additional allowance for loan losses, in the amount of R$ 676 million according to a public announcement published on June 30, 2009. Sale of shares representing 7.1% of the capital stock of Companhia Brasileira de Meios de Pagamento - CIELO, an affiliate of BB Banco de Investimento S/A – BB-BI, a wholly-owned subsidiary of Banco do Brasil, generating positive extraordinary result of R$ 1,415 million in 2Q09. Expenses with civil claims regarding economic plans totaling R$ 193 million. Assignment of credits written-off to Ativos SA, generating revenues in the amount of R$ 271 million. Tax Impacts and profit sharing on extraordinary items generating expenses in the amount of R$ 362 million. 1Q09 Expense of R$ 1,367 million, before taxes, that refers to the supplementation of provision to cover labor, civil and fiscal claims, according to the material fact released on April 29, 2009. Income of R$ 1,213 million relating to the recognition of tax credits originating from the alteration of the rate of Social Contribution on Net Income - CSLL from 9% to 15%, according to a public announcement published on April 29, 2009. Expenses with civil claims regarding economic plans totaling R$ 95 million. Tax Impacts and profit sharing on extraordinary items generating income in the amount of R$ 557 million. The table below details the extraordinary effects of the quarter and of the year 2009: Table 17. Extraordinary Items R$ million Recurring Net Income (+) Extraordinary Effects of the Period Sale of Interest in VISA Internacional Disposal of investments – Visanet Brasil Economic Plans Credit Assignment Previ - Recognition of Actuarial Gains Additional Allowance for Loan Losses Provision for Labor, Civil, and Tax cCaims Reversal of Labor Liabilities Tax Credits - differential of CSLL rate Voluntary Resignation Program - BNC Tax Impacts and PLR on Extraordinary Items Net Income 4Q09 2009 1,819 2,336 530 242 3,030 644 (215) (1,895) 4,155 8,506 1,642 141 1,625 157 633 (676) (1,367) 644 1,213 (215) (513) 10,148 Guidance: Estimates for 2010 confirm BB’s confidence in the business expansion The estimates for 2010 include the entire conglomerate of Banco do Brasil, including the consolidation of Banco Nossa Caixa and Votorantim. 24 - Banco do Brasil – MDA 4Q09 The indicators that measure the growth of Administrative Expenses and Fee Income will be followed by 2009 pro-forma series, which consider the income and expenses from BV and BNC as these banks have been consolidated for accounting purposes during the entire year 2009. Table 18. Guidance 2010 Items Recurring Return on Equity Net Interest Margin Total Deposits Domestic Loan Portfolio Individuals Businesses Agribusiness Allowance for Loan Losses Fee Income Administrative Expenses Tax Rate 2010 Guidance 21% - 24% 6.5% - 7.0% 12% - 16% 18% - 23% 27% - 32% 16% - 21% 4% - 9% 4.4% - 4.8% 7% - 10% 10% - 12% 31% - 34% Assumptions used in 2010 Guidance Prediction Assumptions affected by the Administration: • Improve the profitability of the customers base as a way to boost revenues; • Alignment of the cost structure to the growth of the business volume; • Contractual adjustments and collective bargaining agreement; • Growth of sales force appropriate to the strategy of improving the profitability of the customers base; • Current business model, not considering further acquisitions and/or strategic partnerships, which may occur for the exploration of specific segments; • Account of actuarial profit and losses of Plano de Benefícios I from Previ, in accordance with paragraph 55 of CVM Regulation 371/2000. Assumptions that get out of the Administration control : • Gradual resumption of the global and Brazilian economic growth in 2010; • Increased resistance, but not immunity, of the Brazilian economy to external shocks; • Additional improvement of the conditions of domestic loan granting; • Political environment without institutional rupture; • Maintenance of the current architecture of the domestic macroeconomic policy: floating exchange rate, inflation targeting and fiscal discipline, implying gradual and consistent reduction of the relation between the Public Sector Net Debt (PSND) and the Gross Domestic Product (GDP); • Advance of the regulatory framework / microeconomic agenda, with incentives to public and private investments; • Gradual increase in the growth potential of the Brazilian economy (potential GDP); • Maintenance of the status of investment grade for Brazil; • 2009/2010 crop plan; • Regulatory stability, including tax rates on the Bank’s activities and labor and social security laws; • Interest rates, inflation and GDP evolution in line with market consensus. 25 - Banco do Brasil – MDA 4Q09 1 – Economic Environment In the fourth quarter of 2009, there were more evidences of the resumption of global economic activity, particularly in the main emerging markets. At the same time, the signs from developed countries, despite containing uncertainty, reveal that the level of activity has been positively responding to the effects of the expansionary monetary and tax policies. This recovery environment, which significantly differs from the scenario seen in the last quarter of 2008, characterized by the collapse of the financial markets of developed economies, continues to produce favorable developments for foreign trade and the prices of assets, particularly the commodities markets and stock exchanges. Brazil continued to benefit from this scenario and, in response to the anti-cyclical political policies implemented as from the end of 2008, has been consolidating the beggining of a new cycle of economic growth. The positive outlooks on the Brazilian economy continued to be the main factor to favor the inflow of foreign funds, either as direct investments or investments in portfolios, easily financing the deficit in current transactions. Such inflow led to additional accumulated reserves, the balance of which increase by approximately US$ 15 billion in the quarter, reaching US$ 239 billion at the end of 2009. 240 220 200 US$ Billion 180 160 140 120 100 109.5 121.8 136.4 147.1 155.9 161.1 163.0 167.9 177.1 180.3 187.5 192.9 195.2 195.8 197.9 200.8 203.6 205.1 207.5 203.2 206.4 206.8 200.8 199.4 202.5 201.3 205.6 208.4 211.9 219.1 224.2 232.9 238.0 239.1 260 80 60 40 Mar-07 Jun-07 Sep-07 Dec-07 Mar-08 Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Source: BCB Figure 7. International Reserves (US$ billion) Accordingly, despite the lower country-risk rating, from 242 to 196 basis points, between September and December 2009, the foreign exchange rate remained relatively stable throughout the quarter averaging R$ 1.74/US$. The apparent interruption of the cycle of appreciation of the nominal foreign exchange rate was influenced, among other aspects, by the government's decision to introduce the collection of IOF (Tax on Financial Transactions) on inflows of foreign capital to be invested in the financial and capital market. In addition, there was a downturn in the trend of appreciation of the US dollar in the international market due to the uncertainties associated with the tax issues of certain European countries, such as Greece and Spain. 26 - Banco do Brasil – MDA 4Q09 550 3.0 2.9 EMBI + Brazil Exchange rate 2.8 2.7 450 2.6 EMBI + Brazil (b.p) 400 2.5 2.4 350 2.3 2.2 300 2.1 250 2.0 Exchange rate (US$/R$) 500 1.9 200 1.8 1.7 150 1.6 100 Dec/06 Jun/07 Dec/07 Jun/08 Dec/08 Jun/09 1.5 Dec/09 Source: BCB and Bloomberg Figure 8. Sovereign Risk (EMBI) x Foreign Exchange Rate (R$/US$) In the fourth quarter, imports grew 7.3% as compared with the immediately previous quarter, whereas the volume exported slightly decreased (-1.55%). As a result, the accumulated trade balance in the period (US$ 4.1 billion) decreased as compared with that for the previous quarter (US$ 7.3 billion). In 2009, the trade balance accumulated a surplus of US$ 25.3 billion, slightly above that for 2008. 50 44.9 45 Trade Balancel 40 200 40.0 180 Export (right axis) 35 220 46.5 33.8 160 Import (right axis) 140 US$ Billion 25.2 25 24.7 25.3 20 15 120 US$ Billion 30 100 13.2 10.5 10 80 60 2.7 5 0 40 20 -5 -3.5 -10 -1.3 -5.6 -6.8 -0.7 -6.6 -15 0 -20 -40 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Source: MDIC/ Secex Figure 9. Trade Balance, Exports and Imports (US$ billion) In the period under analysis, the continued economic growth was ratified by the evolution of industrial production. Despite the marginal drop in November, as compared with the previous month (in the series free of seasonal influence), the industry grew by 5.1% as compared with November 2008, the first positive amount in the inter-annual comparison after 12 consecutive months of downturn. In terms of the quarterly movable average, the rate continues to increase, with a highlight to the production of consumer durables and capital goods. 27 - Banco do Brasil – MDA 4Q09 215 215 General Index Capital goods Intermediate goods Durable consumer goods Semi-durable consumer goods 205 195 185 175 175 165 165 155 155 145 145 135 135 125 125 115 115 105 105 95 Adjusted (Base year: 2002=100) 185 Adjusted (Base year: 2002=100) 3 Months Moving Average - Seasonally 195 3 Months Moving Average - Seasonally 205 95 85 85 Mar/07 Jun/07 Sep/07 Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 Source: IBGE Figure 10. Industrial production, growth rate (movable average - 3 months) 113.3 120 113.4 The favorable scenario to manufacturing activity was also corroborated by the evolution of businessmen's expectations which, based on a survey by the Getulio Vargas Foundation, recorded 113.4 points in December. This threshold is the same as that seen in August 2008, the period right before the onset of the international financial crisis. 115 110 105 Index* 100 95 90 85 80 75 Dec/09 Aug/09 Apr/09 Dec/08 Aug/08 Apr/08 Dec/07 Aug/07 Apr/07 Dec/06 Aug/06 Apr/06 Dec/05 Aug/05 Apr/05 Dec/04 Aug/04 Apr/04 65 Dec/03 70 Source: FGV * The Index is seasonally adjusted. Base year: average of last 10 years (jan/99 - dec/08) = 100 Figure 11. Businessmen's Confidence Index In the labor market, the unemployment rate, calculated by the Brazilian Institute of Geography and Statistics (IBGE), reached 7.4% of the PEA (economically active population) in November. This is the lowest threshold since December 2008 (6.8%) and the lowest unemployment rate of the entire historic series started in 2002 for November. The data disclosed by the Ministry of Labor and Employment, referring to the General Register of Hired and Dismissed Employees (CAGED) were also very favorable. November was the tenth consecutive month of net job generation in the formal market. In the period (Feb - Nov), the net balance between hires and dismissals reached 1.512 thousand, greatly surpassing the net number of openings lost from November 2008 to January 2009 (approximately 800 thousand), at the culmination of the world financial crisis. 28 - Banco do Brasil – MDA 4Q09 14.0 14.0 13.0 13.0 13.0 12.2 12.0 12.0 10.5 10.9 10.0 11.0 10.7 10.5 9.6 9.8 9.6 10.0 9.6 9.6 9.0 8.7 9.0 8.3 8.4 8.0 8.4 7.5 7.5 7.6 8.0 7.4 7.5 7.0 6.8 6.8 7.0 dez/09 nov/09 out/09 dez/08 nov/08 out/08 dez/07 nov/07 out/07 dez/06 nov/06 out/06 dez/05 nov/05 out/05 dez/04 nov/04 out/04 4.0 dez/03 4.0 out/03 5.0 nov/03 5.0 dez/02 6.0 nov/02 6.0 out/02 Unemployment rate 11.0 10.9 Unemployment rate 11.2 Source: IBGE Figure 12. Unemployment Rate (% of the Economically Active Population) In this scenario of economic recovery, the IPCA (extended consumer price index) presented a variation of 1.06% in the quarter ended December 2009 as compared with 0.63% in the previous quarter. In the year, the accumulated IPCA variation reached 4.31%, a figure which is lower than the core target defined by the National Monetary Council (of 4.50%) and also lower than the one recorded in 2008 (of 5.9%). Accordingly, 2009 was the sixth consecutive year of fulfillment of the inflation target. 12.5 13.0 10.0 7.6 Central Target 4.0 5.0 4.0 3.0 3.1 3.0 6.0 4.3 4.5 5.0 5.7 6.0 7.0 5.9 7.0 6.0 9.0 8.0 7.7 8.0 8.9 9.0 9.3 11.0 10.0 2.0 2.0 1.0 1.0 0.0 y.y 12.0 11.0 Change in the Consumer Price (IPCA) - % 12.0 y.y. Change in the Consumer Price (IPCA) - % 13.0 0.0 1999 2000 Sources: IBGE and BCB 2001 2002 2003 2004 2005 2006 2007 2008 2009 adjusted target Figure 13. IPCA (yearly variation) X Inflation Targets (%) In this scenario, the Central Bank of Brazil maintained, in the last quarter of the year, a stable benchmark interest rate at the unprecedented threshold of 8.75% per year. However, the real interest rate (ex-ante), influenced by the increased inclination of the interest curve in the futures market (Swap pré-DI 360), slightly rose throughout the last quarter, at 5.7% at the end of the year as compared to 5.0% as of September 2009. 29 - Banco do Brasil – MDA 4Q09 30 28 Selic: COPOM target 26 Real interest rate* 24 22 Change %a.a. 20 18 16 14 12 10 8.75 8 6 5.67 4 2 Dec/00 Dec/01 Dec/02 Dec/03 Dec/04 Dec/05 Dec/06 Dec/07 Dec/08 Dec/09 Source: BCB *Ex-ante return. The nominal interest rate (Swap pre-DI 360 days) deflated by the consumer price expectations in a perspective of 12 month ahead (month medium of daily survey of BCB). Figure 14. Basic Interest Rate x Real Interest (% per annum) Finally, it is important to highlight that, together with the tax and monetary incentives improved by the employment and income indicators development, the loan market remained as one of the main instruments of the economic recovery. In November 2009, the volume of loans of the financial system amounted to 1,389 billion, which corresponds to 45% of the GDP as compared with 37.4% in September 2008. Accordingly, despite there being a significant downturn in the yearly growth rate of the credit volume in the Brazilian economy throughout 2009, it should be highlighted that, unlike what occurred in previous crises, the credit/GDP ratio continued to rise. 50 50 45.0 39.7 45 40 35 30 25 20 15 15 10 10 5 5 0 0 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Source: BCB Figure 15. Total Credit Volume of the Brazilian Economy (% of GDP) 30 - Banco do Brasil – MDA 4Q09 Credit/GDP (%) 28.1 24.0 24.7 24.9 22.0 20 27.9 26.8 25 26.4 Brazilian Energy Crisis and Sept. 11 Attacks 28.8 30 Argentina Crisis and Brazilian 2002 pre-election concerns 33.4 Asian Crisis 32.1 Credit/GDP (%) 35 Mexican Crisis 36.6 40 Exchange Rate Flotation 30.2 45 Recent Crisis 24.5 Russian Crisis Such performance continues to rely on the important contribution made by publicly owned banks, whose total share of the loan portfolio of the Brazilian financial system reached 42.3% in November as compared with 34.2% in September 2008. The increased market share of publicly owned banks stems from the increased volume of loans granted by these institutions since the beggining of the international financial crisis (September 2008) as compared with the more conservative approach adopted by private national and foreign institutions. 155 IndexSept./2008=100 150 Government-owned banks 145 Private-owned banks 140 Foreign-owned banks 135 130 125 120 115 110 105 100 Oct/08 Dec/08 Feb/09 Apr/09 Jun/09 Source: BCB Figure 16. Credit Evolution by Type of Financial Institution 31 - Banco do Brasil – MDA 4Q09 Aug/09 Oct/09 Dec/09 Table 19. Main Macroeconomic Ratios 4Q08 Economic Activity GDP (% YTD in 12 months) Family Consumption Government Consumption Gross Fixed Capital Formation Exports Imports Use of Installed Capacity (%) Agent Population (% YTD in 12 months) Unemployment Rate (% YTD in 12 months) Formal employment – net creation in the quarter (thousand jobs) Formal employment – net creation (% YTD in 12 months) Industrial Production (% YTD in 12 months) External Sector Current Transactions (% YTD in 12 months) Direct Foreign Investment (US$ billion) International Reserves (US$ billion – year accumulated) Sovereign Risk (base points – EOP) Trade Balance (US$ billion – year accumulated) Exports (US$ billion – year accumulated) Imports (US$ billion – year accumulated) Ptax Dollar Sale (EOP) Ptax Dollar Sale (% YTD in 12 months) Monetary Ratios IGP-DI FGV (% YTD in 12 months) IGP-M FGV (% YTD in 12 months) IPCA – IBGE (% YTD in 12 months) Selic (EOP %) Accumulated Selic (% YTD in 12 months) Accumulated TR (exBTN) (% YTD in 12 months) TJLP - IBGE (EOP %) Libor (EOP %) Public Finance Primary Surplus (% GDP 12 months accumulated) PSGD (% GDP) PSND (% GDP) - Without Petrobras Credit Ratios Credit/GDP (% YTD in 12 months) Total Default (% past due loans over 90 days) Individuals Businesses Total Investment Rate (%) Individuals Businesses Total Spread (%) Individuals Businesses Average Term (%) Individuals Businesses 32 - Banco do Brasil – MDA 4Q09 3Q09 4Q09 5.1 5.4 5.6 13.8 (0.6) 18.5 81.5 2.2 7.9 (634.4) (10.2) 3.1 (1.0) 3.1 2.5 (10.2) (10.9) (10.5) 81.1 1.0 8.1 633.1 (85.8) (10.2) 0.6 8.1 62.5 (31.5) (7.4) (1.8) 14.2 206.8 416.0 24.7 197.9 173.2 2.3 31.9 (1.2) 5.0 224.2 242.0 21.3 111.8 90.5 1.8 (0.1) (1.6) 8.3 239.1 196.0 25.3 153.0 127.6 1.7 (25.5) 9.1 9.8 5.9 13.75 12.5 1.8 6.25 3.8825 (0.7) (0.4) 4.3 8.75 11.3 1.2 6.00 0.5969 (1.4) (1.7) 4.3 9.9 0.7 6.00 0.2897 3.7 58.6 38.8 1.2 66.6 45.0 2.1 63.0 43.0 41.3 3.2 8.0 1.8 43.3 57.9 30.7 30.7 45.0 18.4 45.7 4.4 8.2 4.0 35.3 43.6 26.3 26.0 33.4 17.7 16.3 10.1 16.9 9.0 45.0 4.4 7.8 3.8 34.3 42.7 25.5 24.3 31.6 16.5 17.3 9.4 2 – BB Securities 2.1 Shares At the end of 2009, Banco do Brasil’s capital stock was R$ 18,566,919,466.22 made up of 2,569,860,512 ordinary shares, represented in dematerialized form and without any nominal value. The main shareholder is the National Treasury (65.3% of capital) and, from this quarter on, the shareholding structure will be broken down into Ministry of Finance and the various funds controlled by the agency. The second largest shareholder is Caixa de Previdência dos Funcionários do Banco do Brasil (Previ) with 10.4%, followed by BNDESPar – the equity investment Company of National Bank for Economic and Social Development – which has 2.4% of the capital. The other shares, totaling 21.8%, are spread out in the market (free float). The deadline given by BM&F th Bovespa for BB to reach 25% of free float is June 28 , 2011. There are studies in progress in order to analyze the feasibility and convenience of holding a public stock offering. With the National Treasury’s consent, there is a possibility of increasing the capital by, at minimum, R$ 8 billion and, at most, R$ 10 billion, in order to sustain the future growth of the financial institution, preserving the Union’s stock control. Beside that, the National Treasury and BNDES Participações – BNDESPar are completing surveys to enable the achievement of the minimum percentage of 25% of shares in free float, with the sale of less than 5% (five per cent) of the shares that makes part of the total capital of the Bank. This th information was published to the market in accordance with the Material Fact on November 11 , 2009 th and January 28 , 2010. Treasury shares, totaling 1,150.4 thousand shares, correspond to shares of minority dissident shareholders not in agreement with the mergers of Banco do Estado de Piauí and of Banco do Estado de Santa Catarina. There are 1,674.0 thousand shares referring to Banco Nossa Caixa merger, that are standing by the Central Bank authorization and will make part of the free float. Table 20. Shareholding Breakdown % Shareholders Federal Government Ministério da Fazenda Fundo de Garantia a Exportação Fundo Garantidor PPP Fundo de Inv. Caixa FHGAB Fundo de Garantia de Operações Fundo Garantidor para Investimentos Previ BNDESPar Treasury Shares Treasury Shares Free Float Individuals Companies Foreign Capital Total 4Q08 3Q09 4Q09 65.6 54.3 8.9 2.3 10.4 2.5 0.0 21.5 5.8 4.5 11.3 65.4 53.7 8.9 2.3 0.1 0.1 0.3 10.4 2.5 0.0 21.7 5.3 4.8 11.7 65.3 53.7 8.9 2.3 0.1 0.3 10.4 2.4 0.1 0.0 21.8 5.4 4.7 11.8 100.0 100.0 100.0 The policy of compensation for the shareholders defined by the Board of Directors established payout of 40% of net income. The periodicity for payment of dividends and/or interest on own capital is quarterly periodicity, pursuant to Art. 43 of the Bank's Bylaws. Hence, as for the forth quarter of current year, the Bank disbursed the amount of R$ 1,662.2 million to its shareholders, being R$ 478.1 million as interest on own capital (R$ 0.18620 per share in the period) and R$ 1,184.4 million as dividends (R$ 0.46097 per share). 33 - Banco do Brasil – MDA 4Q09 Table 21. Distribution of Dividends/Interest on Own Capital 773.0 122.2 29.4 68.0 52.6 132.7 517.6 82.1 19.7 41.6 38.1 92.3 R$ million 4Q09 1,085.4 172.4 40.4 89.5 77.4 196.0 1,177.7 791.4 1,662.2 4Q08 National Treasury PREVI BNDES Individuals Companies Foreign Capital Total* 3Q09 * In 4Q09 it considers R$ 1.1 million referring to Banco Nossa Caixa shares incorporation. BB's shareholder base is characterized by the great number of shareholders with a small share in the capital. As can be seen from the table below, 329,651 shareholders (94.08%) are responsible for 1.4% of the capital, while 20,738 shareholders (5.92%) hold 98.6% of the total of the shares. Table 22. Free Float by Range of Shares Owned Range of shares owned Free Float 1 to 10 shares 11 to 50 shares 51 to 100 shares 101 to 1,000 shares Over 1,000 shares Controlling Shareholders (Over 1,000 shares) Total N. Shareholders 350,386 112,395 91,117 37,175 88,964 20,735 3 % Shareholders 100.00 32.08 26.00 10.61 25.39 5.92 0 Qty. Shares 560,867,339 588,659 2,321,550 2,741,408 30,383,392 524,832,330 2,008,993,173 % Qty. Shares 21.8 0.0 0.1 0.1 1.2 20.4 78.2 350,389 100.0 2,569,860,512 100.0 With regard to the total of the Bank’s shares that are well spread out in the market (21.8%), that is, the free float, the predominance of foreign capital can be seen (54%), followed by Individuals (24.7%) and Businesses (21.3%). Dec/08 Dec/09 Sep/09 52.4% 54.0% 53.7% 20.8% 22.2% Individuals Figure 17. Free Float Breakdown 34 - Banco do Brasil – MDA 4Q09 24.7% 24.2% 26.8% Businesses Foreign Capital 21.3% Foreign Investors Holding From 2002 onwards, a noteworthy increase has been noted in the foreigners stake in the Bank's capital. With the Bank's Public Stock Offerings held in 2006 and 2007 and the "B" and "C" Warrant Subscription, the stake held by foreign parties significantly increased, from 0.9% in 2002 to 11.8% at the end of last year. th As disclosed on September 17 , 2009, through a Material Fact, the equity held by foreign investors was increased from 12.5% to 20.0%. On that occasion, another presidential decree authorized the issue of th American Depositary Receipts (ADR) backed by common shares of BB. On November 12 , 2009, in New York, Banco do Brasil launched its level 1 ADRs, a fact which was also disclosed through a th Material Fact. On February 10 , 2010, BB had issued 3.8 million ADRs. 11.3 11.8 9.9 7.2 2.8 0.9 2002 3.4 1.6 2003 2004 2005 Figure 18. Share of Equity Held by Foreign Investors 35 - Banco do Brasil – MDA 4Q09 2006 2007 2008 2009 2.2 Warrants In 1996, on the occasion of BB's capital increase, three series of warrants were issued: A, B, and C, maturing in 2001, 2006, and 2011, respectively. The exercise price for these warrants was established at R$ 8.50, with readjustment by the IGP-DI “pro rata temporis”. The distribution and some characteristics of the "C" Warrants, in December 2009, are represented according to the following tables: Table 23. Breakdown of the Series “C” Warrant Holders Individuals Companies Foreign Capital Total Dec/08 75.6 24.1 0.3 % Dec/09 72.5 23.1 4.4 100.0 100.0 Table 24. Series “C” Warrants Warrant Series “C” Code BBAS 13 Exercise Date 03.31 to 06.30.2011 Number 5,880,483 Exercise Price R$ 25.98 Quotation in R$ 58.50 In a simulation, considering the total of 2,569.8 million shares, the potential dilution in the Bank's capital is 0.7%, going from the assumption that until 2011 there will be no additional capital increases and that all the C warrants will be exercised by or before maturity (03.31 to 06.30.2011). Conversion: 1 Warrant = 3.131799 shares Total of Shares= 2,569,860,512 Table 25. Expected Dilution of Capital Warrants Series “C” 36 - Banco do Brasil – MDA 4Q09 Qty. Warrants 5,880,483 Qty. Shares 18,416,491 Dilution of Capital - % 0.7 2.3 Performance of the Shares Market Unlike what occurred at the end of 2008, when the international economic environment was characterized by a possible collapse followed by a severe economic recession, at the end of 2009 there was a resumption of the growth trend, even though the latter is still incipient. Therefore, a gradual resumption of the economy is also expected for 2010, with a recovery of the average prices of commodities and increased fluidity of international liquidity, yet with selectivity in fund allocation. Despite the improvement in economic indicators in general, in 4Q09, the international market faced new turbulence, of lower intensity as compared with 2008, mainly caused by the declaration that the publiclyowned company Dubai World would suspend its financial commitments (US$ 4.1 billion). To some extent, the short-term risk of a new international collapse was resolved by a loan of US$ 10 billion granted by the government of Abu Dhabi to the financial fund of Dubai. The Dubai event shows that the difficulties related to the international financial crisis have not yet been fully dealt with and additional problems can still crop up in various parts of the globe. In addition to the problems faced in the Middle East, Fitch Rating downgraded Greece's sovereign rating (from A- to BBB+). In this context, the major concerns are now the economies which have a smaller recovery capacity or whose tax deficits are more of a structural nature. Internally, the Brazilian economy continued to show indicators which favor economic growth: industrial activity advanced 5.1%, position as of November 2009; the unemployment rate calculated by the Brazilian Institute of Geography and Statistics (IBGE) was 7.4% as of November 2009, the lowest level since December 2008; inflation within the target established by the Central Bank of Brazil (BACEN); and continued growth in the loan volume of the Banking Industry (SFN). BB shares As a consequence of the improvement of world economy prospects, the prices of the main shares from the Brazilian financial market experienced appreciation in 2009. BBAS3 shares closed last December quoted at R$ 29.70, appreciation of 117.0% (adjusted by earnings) in twelve months, as opposed to the appreciation of 82.7% of Ibovespa. 117.0% 82.7% Dec/08 Jan/09 Feb/09 Mar/09 Apr/09 May/09 Jun/09 Jul/09 Aug/09 Sep/09 Oct/09 Nov/09 Dec/09 BB Source: Economática Figure 19. BB Shares vs. Ibovespa 37 - Banco do Brasil – MDA 4Q09 Ibovespa Share in Ibovespa The Bovespa Index (Ibovespa) is a four-monthly index that represents the Brazilian stock market, made up of shares that were traded in at least 80% of the trading sessions carried out. From this, the Tradability Index is worked out, made up by the financial volume and by the quantity traded of each share transacted, which determines the ranking of the stock’s share in the market. Out of the total of shares, the 80% with the highest Tradability index are determined, to represent the Ibovespa index. The growth of the Bank's share in the theoretical portfolio of Ibovespa can be verified in the following chart. In the theoretical portfolio of Ibovespa for the next four months (Jan/10 - Apr/10), Banco do Brasil occupies the 12th place. The Public Offering carried out in 2006 and 2007 and the split of shares, in the proportion of 1:3, favored the increase of BB's liquidity in the market, permitting access by small investors to the Bank's shares. 10.779 12.162 11.307 11.613 11.992 12.479 2.443 2.404 2.337 2.379 Sep/07 Dec/07 10.710 2.328 2.124 1.893 1.713 11.831 Jan/08 Apr/08 May/08 - Sep/08 Aug/08 Dec/08 BBAS3 Jan/09 Apr/09 May/09 - Sep/09 - Jan/10 Aug/09 Dec/09 Apr/10 Banking Industry Source: Bovespa Figure 20. BBAS3 in Ibovespa The improvement in prospects of the global economy contributed to the growth of business involving shares of Banco do Brasil. The average number of shares traded in 4Q09 (5,344) surpassed the levels observed in the same period of 2008 (4,843) and in 3Q09 (4,439). The average volume traded reached R$ 95.1 billion in 4Q09 as compared with R$ 69.7 billion in 4Q08 and R$ 71.7 in 3Q09. 122,000,000 102,000,000 R$ 82,000,000 62,000,000 42,000,000 22,000,000 2,000,000 4Q07 1Q08 2Q08 Source: Economática Figure 21. Average financial volume – BBAS3 38 - Banco do Brasil – MDA 4Q09 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 6,000 Units 5,000 4,000 3,000 2,000 1,000 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 Source: Economática Figure 22. Average amount traded – BBAS3 Market Ratios The P/L ratio, which indicates a time estimate, in years, for investors to recover the capital invested in the purchase of shares, assuming the full distribution of company profits; attained 7.52x last December, as opposed to 4.28x in the same period of 2008. The EPS reached R$ 1.62 in 4Q09, compared to R$ 1.15 in 4Q08. The Price/Book value per share (VPA) ratio of 2.10 in December 2009 denotes that the Bank's shares are traded more than twice the BV, i.e., the Bank is worth 110% of the amount of Shareholders´ Equity at Bovespa. Market capitalization reached R$ 76,291 million at the end of December 2009, as opposed to R$ 37,701 million in the same period of the previous year, an increase of 102.4%. The capitalization of the free float was R$ 16,658 million, higher than the R$ 8,103 million in December 2008. In 4Q09, the Bank disbursed R$ 1,662 million to its shareholders, being R$ 478 million as interest on own capital (R$ 0.18620 per share in the period) and R$ 1,184 million as dividends (R$ 0.46097 per share in the period). The Dividend Yield in 4Q09, calculated on the basis of the division of the dividend distributed in the quarter by the market value of the Bank, reached 2.2%. The following charts show the behavior of Banco do Brasil's main multiples over the last quarters. 39 - Banco do Brasil – MDA 4Q09 Price / Earnings 12 months ** Earning s per Share - R$ ** 10.11 9.80 8.97 8.25 5.34 4.28 1.62 0.73 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 3Q08 1.15 4Q08 0.65 0.91 0.77 1Q09 2Q09 3Q09 Mar/08 2.52 2.38 2.09 Jun/08 Sep/08 1.26 1.40 Dec/08 Mar/09 4Q09 2008 2009 Book Value per Share - R$ ** Price / Book Value ** 2.31 3.95 3.44 7.52 6.16 2.11 9.99 10.37 Dec/09 Mar/08 Jun/08 Sep/08 Dec/08 14.06 13.11 12.60 12.02 11.66 10.87 1.68 Jun/09 Sep/09 Mar/09 Jun/09 Sep/09 Dec/09 Free Float Capitalization - R$ million Market Capitalization - R$ million 17,420 80,204 58,750 66,478 58,360 Mar/08 Jun/08 Sep/08 76,291 12,742 12,550 11,807 54,394 37,701 Dec/08 9,404 8,103 43,325 Mar/09 Jun/09 Sep/09 16,658 14,416 Dec/09 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 Dividends and Interest on Own Equity – R$ million Net Income - R$ million 10,148 8,803 1,662 4,155 2,944 1,867 3Q08 1,665 4Q08 1Q09 2,348 1,979 2Q09 3Q09 1,178 939 4Q09 2008 2009 1Q08 658 747 2Q08 3Q08 4Q08 666 939 791 1Q09 2Q09 3Q09 4Q09 Indice Payout - % Dividend Yield - % 4.6 3.1 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 2.2 1.6 1Q08 1.0 1.3 2Q08 3Q08 1.6 4Q08 1Q09 1.7 1.0 2Q09 3Q09 4Q09 ** Adjusted series considering the stock split (1:3) occurred in the 2Q07. Figure 23. Market Ratios 40 - Banco do Brasil – MDA 4Q09 3 – Corporate Governance Banco do Brasil has achieved a prominent position due to practices that guarantee the balance of rights between its shareholders, high level of accountability to investors and other stakeholders, its business sustainability and ethics in the relationship with its audiences. Proof of this is BB's membership in Bovespa's Novo Mercado, which is a special listing segment that assembles the institutions with the most stringent Corporate Governance practices, and its shares listing in the ITAG and IGC indexes, which respectively group companies with differentiated Tag Along, and those with the best Corporate Governance practices. Management of the businesses has been based not only on ensuring compliance with the applicable legislation, but also on timely providing the market with as many details on the activities as possible, always focusing on the quality of the information provided. In addition to the wide range of reports and information made available at the Brazilian Securities Commission (CVM) and on the Investor Relations website, Association of Capital Market Investment Analysts and Professionals (APIMEC) meetings and other events with shareholders, the Bank has been inviting the market to attend conferences whenever management finds it necessary to clarify specific topics concerning the Company. The attitude adopted by BB in view of the new strategy for expanding businesses by means of acquisitions reinforces the Bank's transparency commitment: in order to reduce the information asymmetry as much as possible, and, in the best interest of minority shareholders, BB disclosed to the market the appraisal reports on the companies involved in acquisitions, mergers and strategic partnerships. Management BB's management bodies are the Board of Directors, advised by the Audit Committee, and the Executive Board, made up of the Executive Board of Officers (president and nine vice-presidents) and by 27 statutory directors. The Bank also has a permanent Board of Auditors. Decisions are taken collectively at all levels of the Bank. With the purpose of involving all the Executives in the definition of strategies and approval of proposals for BB's different businesses, the Management uses committees, subcommittees and commissions at a strategic level, which guarantee agility and security for the decision taking. The sophisticated governance structure developed by the Bank is reflected in the daily business management, the assumptions of which include a rigid structure of levels of decision-making authority and the segregation of duties. Loans, for example, are analyzed independently by the business areas, which evaluate the characteristics and the attractiveness of each operation, and by the Credit Directorate, which defines the maximum exposure by client, and sets individualized limits by business category. In this regard, the development of new products is submitted to all the intervening Directorships and Units, which analyze in a separate manner all the aspects involved in the deal, like its structure, pricing and risks involved. 41 - Banco do Brasil – MDA 4Q09 Boa rd of Aud itor s Glo bal Risk Manag ement Bo ard COMITÊ DE PREVENÇÃO A ILÍCITOS FINANC./CAMBIAIS COMITÊ DE NEGÓ CIOS Information Technology Solu tion for administrative Inquest Communicatio n Business Market a nd Liqu idity Risk Boa rd of Directo rs Credit Risk Op erational Risk Pre ven tion of Financial and Exchange Fraud Credit Limit Op erations Resources Op erations Committee Sub committe e Economic and Financial Scenar ios Op erational Administrative an d Cost Ratio nalizatio n Debure aucratization and Cost rationa lization Information Security Intranet INTERNET Work Agr eement Employee Assignment Commission Figure 24. Decision Structure Highlights of the period • Launch of level 1 American Depositary Receipt (ADR) in the US market nd On December 2 , 2009, BB's level 1 ADRs were launched in New York. As from this date, the ADRs started to be issued and traded. • Start of Studies for the Holding of a Public Offering of Shares A Material Fact was released to the market to inform that there are studies in progress in order to analyze the feasibility and convenience of holding a primary and/or public stock offering, preserving the Union’s stock control over BB’s capital. With the National Treasury’s consent, there is a possibility of increasing the capital by, at minimum, R$ 8 billion and, at most, R$ 10 billion, in order to sustain the future growth of the financial institution. Beside that, the National Treasury and BNDES Participações – BNDESPar are completing surveys to enable the achievement of the minimum percentage of 25% of shares in free float, with the sale of less than 5% (five per cent) of the shares that makes part of the total capital of the Bank. This information was published to the market in accordance with the Material Fact th th on November 11 , 2009 and January 28 , 2010. • Closing of the Public Offering of Shares (OPA) of Nossa Caixa th On November 30 , 2009, there was the merger of 100% of the capital of Banco Nossa Caixa into BB. The National Register of Legal Entities (CNPJ) of Nossa Caixa was dissolved and the latter became a business unit of Banco do Brasil. The Central Bank of Brazil (Bacen) has to approve the transaction. • Security th Restructuring of the insurance area (see the material fact disclosed on October 6 , 2009) and the startup of negotiations, with no binding effect, aimed at the acquisition of the ownership interest in IRB-Brasil th Re S.A. held by the Federal Government. (material fact dated October 15 , 2009). Reformulation of the partnership between BB and Principal Financial Group aimed at optimizing private pension sales th (material fact dated October 27 , 2009). Besides that, it was signed a Memorandum of Understanding th (MOU) between BB and Grupo Icatu, in January 6 , 2010, in order to set a strategic partnership to the development and marketing of “Capitalization Plan” in Brazil. 42 - Banco do Brasil – MDA 4Q09 4 – Other Information Table 26. Other Information 1Q08 Balance Sheet Items – R$ billion Assets Shareholders’ Equity Credit Portfolio Deposits Demand Deposits Saving Deposits Time Deposits Profitability Net Income per Share - R$ ** Recurring Income per Share – R$ ROE - Annual Basis % Recurring ROE - Annual Basis % ROE - Accumulated on Annual Basis % ROA - Annual Basis % NII / Earning Assets - Annual Basis 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 414. 2 25. 4 416.1 26.4 458.2 27.9 521.3 29.9 591.9 30.9 598.8 32.4 685.7 33.7 708.5 36.1 172. 8 189. 8 44. 1 190.1 195.2 43.6 202.2 229.8 43.0 224.8 270.8 51.9 241.9 305.0 47.3 252.5 310.8 49.1 285.5 327.0 50.1 300.8 337.6 56.5 48. 1 90. 9 49.1 96.5 52.7 127.6 55.0 149.6 70.6 178.5 69.0 185.1 72.2 194.7 75.7 193.5 0.92 0.61 43. 5 0.65 0.58 27.9 0.73 0.79 30.5 1.15 0.63 47.4 0.65 0.59 23.8 0.91 0.67 33.2 0. 77 0. 69 26.2 1.62 0.71 56.8 27. 6 25. 5 24.6 25.4 33.6 26.1 24.5 30.4 21.6 28.9 23.7 30.1 23.1 29.0 22.5 30.7 2. 5 7. 2 1.6 7.1 1.7 7.0 2.4 7.2 1.2 6.6 1.6 7.3 1.2 6.7 2.4 6.7 Productivit y Cost/Income ratio (without extraordinary items) - % Fee Income / Personnel Expenses - % Fee Income / Adm. Expenses - % Personnel Expenses per Collaborator - R$ Collaborators / (Branches + PAA + PAB) Checking Accounts per Collaborator Assets per Collaborator – R$ thousand Loan Portfolio / Points of Service – R$ million Loan Portfolio Quality Allowance / Loan Port folio - % Allowance / (E + F + G + H) - % Portfolio Net of Allowance / Total Portfolio - % Capital Structure Leverage (t imes) BIS Ratio - % Total Quantity of Shares - thousand Capital Market Price / Earnings 12 months ** 46. 7 46.9 47.6 46.0 42.0 42.3 44.6 44.4 150. 8 77. 9 136.4 72.9 123.4 66.0 125.8 66.3 93.4 50.4 137.1 63.9 121.2 64.0 110.3 57.0 20,825 17. 0 300. 2 22,730 17.1 307.6 25,033 17.3 317.2 25,071 16.4 313.4 31,900 16.8 309.4 22,100 16.6 306.4 25,422 16.7 304.8 28,719 16.8 307.2 4,463 11. 3 4,444 12.4 4,834 13.1 5,377 14.1 5,990 14.1 5,281 14.7 5,992 15.4 6,221 16.8 6. 2 108. 0 93. 8 5.9 105.3 94.1 5.5 105.4 94.5 6.1 107.5 93.9 6.4 106.0 93.6 7.0 114.2 93.0 6.7 114.0 93.3 6.2 114.5 93.8 16. 3 14. 7 2,542. 2 15.8 12.5 2,542.2 16.4 13.0 2,565.3 17.4 15.2 2,568.2 19.2 15.0 2,568.2 18.5 15.3 2,568.2 20.4 13.0 2,568.2 19.6 13.7 2,568.7 9.80 10.11 8.25 4.28 5.34 6.16 8. 98 7.52 Price of Share - R$ ** 2.31 58,750 9.99 23.11 2.52 66,478 10.37 26.15 2.09 58,360 10.87 22.75 1.26 37,701 11.66 14.68 1.40 43,325 12.02 16.87 1.68 54,394 12.60 21.18 2. 38 80,204 13. 11 31. 23 2.11 76,291 14.06 29.70 Structural Information Total of Service Points 15,324 15,353 15,438 15,964 16,207 17,203 17,234 17,929 Total of Customers - thousand Total of Checking Account s - thousand Individuals - thousand 44,553 27,855 26,157 46,197 28,830 27,055 47,492 30,117 28,173 48,022 30,378 28,494 53,890 30,574 28,701 53,530 34,747 32,555 54,236 34,875 32,657 52,695 34,988 32,781 Businesses - thousand Total of Savings Accounts - thousand 1,698 17,091 1,775 17,710 1,944 18,002 1,884 18,459 1,874 19,432 2,192 19,389 2,218 19,429 2,207 23,371 Collaborators Employees 92,801 83,417 9,384 93,733 84,258 9,475 94,935 85,392 9,543 96,938 88,972 7,966 98,825 89,534 9,291 113,401 103,458 9,943 114,432 104,139 10,293 113,888 103,971 9,917 Price / Book Value ** Market Capitalization - R$ million Book Value per Share - R$ ** Interns 43 - Banco do Brasil – MDA 4Q09 1Q08 Global Ratings Fitch Ratings Individual 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 C/ D C/ D C/ D C/ D C/ D C/ D C/ D C/ D Short-Term - Local Currency F3 F3 F3 F3 F3 F3 F3 F3 Long-Term - Local Currency BBBF3 BBBF3 BBBF3 BBBF3 BBBF3 BBBF3 BBBF3 BBBF3 BBB- BBB- BBB- BBB- BBB- BBB- BBB- BBB- C P-1 C P-1 C P-1 C P-1 C P-1 C P-1 C P-1 C+ P-1 Short-Term - Foreign Currency Long-Term - Foreign Currency Moody's Financial Strength Short-Term - Local Currency Short-Term - Foreign Currency Long-Term Debt- Foreign Currency Long-Term Deposits - Local Currency Long-Term Deposits - Foreign Currency Standard & Poor's Long-Term - Local Currency Long-Term - Foreign Currency NP NP NP NP NP NP NP NP Baa3 A1 Baa3 A1 Baa3 A1 Baa3 A1 Baa3 A1 Baa3 A1 Baa3 A1 Baa3 A2 Ba2 Ba2 Ba2 Ba2 Ba2 Ba2 Baa3 Baa3 BB+ BBB- BBB- BBB- BBB- BBB- BBB- BBB- BB+ BBB- BBB- BBB- BBB- BBB- BBB- BBB- National Ratings Fitch Ratings Short-Term F1+(bra) F1+(bra) F1+(bra) F1+(bra) F1+(bra) F1+(bra) F1+(bra) F1+(bra) Long-Term AA+(bra) AA+(bra) AA+(bra) AA+(bra) AA+(bra) AA+(bra) AA+(bra) AA+(bra) BR-1 Aaa.br BR-1 Aaa.br BR-1 Aaa.br BR-1 Aaa.br BR-1 Aaa.br BR-1 Aaa.br BR-1 Aaa.br BR-1 Aaa.br Demand Deposits Rate (1) 45% 45% 45% 42% 42% 42% 42% 42% Additional (2) 8% 8% 8% 5% 5% 5% 5% 5% Reserve Requirements* Reserve Requirements (micro finance) 25% 2% 25% 2% 25% 2% 30% 2% 30% 2% 30% 2% 30% 2% 30% 2% Free 20% 20% 20% 21% 21% 21% 21% 21% Rate (3) (5) Additional (2) 20% 10% 20% 10% 20% 10% 15% 10% 15% 10% 15% 10% 15% 10% 15% 10% Reserve Requirements* (5) 65% 65% 65% 70% 70% 70% 70% 70% 5% 5% 5% 5% 5% 5% 5% 5% Rate (4) 15% 15% 15% 15% 15% 15% 15% 14% Additional (2) Free 8% 77% 8% 77% 8% 77% 5% 80% 5% 80% 4% 81% 4% 81% 4% 83% Moody's Short-Term Long-Term Compulsory/Reserve Requirements Savings Deposits Free Time Deposits Judicial Deposit s Rate 0% 0% 0% 0% 0% 0% 0% 100% 100% 100% 100% 100% 100% 100% Free * Reserve Requirements at BB are directed to Rural Credit. The following legends refer to the rates due to 3Q09. (1) Collected in cash without remuneration. (2) Since 12/01/2008, the collection started to be at public bonds linked in Selic, remunerated by PU of the linked bonds. (3) Collected in cash at TR + interest of 6.17% p.a. (4) Since 14/11/2008 the requirement started to be collected 60% in cash, without remuneration, and 40% in federal bonds linked in Selic. (5) The rate informed in the table above refers to the Rural Savings. For the Housing Savings the rate remains in 20%. 44 - Banco do Brasil – MDA 4Q09 0% 100% 5 – Summarized Financial Statements 5.1 Summarized Balance Sheet Table 27. Summarized Balance Sheet – Assets R$ million ASSETS Current and Long-term Assets Available Funds Short-term Interbank Investments Securities and Financial Derivatives Securities Available for Trading Securities Available for Sale Securities Held to Maturity Financial Derivatives Interbank Accounts Deposits with the Central Bank Compulsory Deposits on Demand Deposits and Float Compulsory Deposits on Savings Deposits Other Intrabank Accounts Loans Public Sector Private Sector ( Allowance for Loan Losses) Leasing Leasing and Subleasing Receivables (Unearned Lease Income) (Allowance for Lease Losses) Other Receivables Receivable on Guarantees Honored Foreign Exchange Portfolio Income Receivable Trading and Brokerage of Securities Specific Credits Specific Operations Credits from Insurance, Pension and Capitalization Op. Tax Credits Actuarial Assets Warrants Deposits Receivable Other Credits (Provision or Doubtful Receivables) (With Loan Characteristics) (Without Loan Characteristics) Other Assets Interest in Companies Other Assets (Provision for Possible Losses) Prepaid Expenses Permanent Assets Investments Property and Equipment Leasing Assets Intangible Deferred Charges 45 - Banco do Brasil – MDA 4Q09 Dec/08 521,273 511,761 5,545 119,408 86,909 26,136 38,374 20,123 2,276 21,287 20,882 12,439 8,443 405 228 190,882 12,471 191,589 (13,179) 2,968 4,880 (1,842) (71) 83,279 71 20,914 413 347 846 0 441 16,499 7,794 18,007 19,325 (1,377) (579) (798) 1,256 0 308 (170) 1,118 9,512 966 3,339 4 4,598 604 Balance Sep/09 685,684 669,719 8,340 157,541 129,818 44,590 52,750 30,773 1,706 31,252 26,468 12,398 14,069 4,784 161 246,217 4,975 259,359 (18,118) 4,636 4,861 (225) 89,641 76 12,066 542 522 910 0 815 22,261 8,709 20,888 24,523 (1,671) (728) (943) 2,114 385 (191) 1,920 15,965 6,625 3,741 2 5,082 515 Chg. % Dec/09 On Dec/08 On Sep/09 35.9 3.3 708,549 35.1 3.3 691,539 41.4 (6.0) 7,843 41.0 6.9 168,398 124,337 43.1 (4.2) 38,274 46.4 (14.2) 62,161 62.0 17.8 22,439 11.5 (27.1) 1,463 (35. 7) (14.2) 26,592 24.9 (14.9) 16.3 (8.3) 24,280 (4. 2) (3.9) 11,919 46.4 (12.1) 12,361 470.6 (51.7) 2,312 29.4 83.1 295 37.1 6.3 261,783 (54. 6) 13.9 5,667 42.9 5.6 273,801 34.2 (2.4) (17,685) 58.4 1.4 4,701 1.1 1.5 4,932 (231) 225.0 3.0 95,233 14.4 6.2 91 27.8 19.0 8,671 (58. 5) (28.1) 563 36.4 4.0 25.8 (16.4) 436 10.2 2.4 932 0.2 (0.2) 0 106.1 11.4 908 32.8 (1.6) 21,910 62.4 45.3 12,655 17.8 1.5 21,209 52.9 20.5 29,539 22.2 0.6 (1,682) 21.2 (3.7) (702) 22.9 4.0 (980) 2,358 87.7 11.5 364 18.1 (5.4) (176) 3.3 (7.7) 2,170 94.1 13.0 78.8 6.5 17,010 587.8 0.3 6,645 26.2 12.7 4,214 (68. 4) (36.0) 1 23.5 11.7 5,677 (22. 0) (8.3) 472 Table 28. Summarized Balance Sheet - Liabilities Balance R$ million LIABILITIES AND SHAREHOLDER’S EQUITY Current and Long-term Liabilities Deposits Demand Deposits Savings Deposits Interbank Deposits Time Deposits Investment Deposits Money Market Borrowing Funds from Acceptances and Securities Placed Foreign Securities Interbank Accounts Intrabank Accounts Borrowing Foreign Borrowing Domestic Onlending – Official Institutions National Treasury BNDES CEF Finame Other Institutions Foreign Onlending Financial Derivatives Other Accounts Payable Collection of Taxes and Contributions Foreign Exchange Portfolio Shareholder and Statutory Distributions Taxes and Social Security Trading and Brokerage of Securities Technical Prov. Insurance, Pension and Capitalization Op. Financial and Development Funds Perpetual Securities Special Operations Obligations for Lotto Operations FCO (Subordinated Debt) Actuarial Liabilities Other Liabilities Unearned Income Corporate Profit Sharing Shareholders’ Equity Capital (Unpaid Capital) Capital Reserves Revaluation Reserves Revenue Reserves Mark-to-Market – Securities and Derivatives Retained Earnings (Accumulated losses) (Treasury Shares) Income Accounts 46 - Banco do Brasil – MDA 4Q09 Dec/08 521,273 491,336 270,841 51,949 54,965 14,065 149,618 243 91,130 3,479 3,210 21 2,496 7,627 7,627 22,436 3,485 11,168 6,585 1,199 98 3,895 89,312 252 15,964 1,838 17,570 401 12,675 2,458 1,185 2 11,772 5,662 19,531 (0) 29,937 13,780 5 7 15,977 199 (31) - Sep/09 685,684 652,002 326,958 50,107 72,233 9,627 194,707 284 153,603 6,231 3,383 2,792 1,859 8,855 8,855 26,761 2,826 14,968 153 7,780 1,034 104 6,098 118,742 2,629 15,466 1,608 22,224 378 16,081 4,052 901 2,346 16,409 5,871 30,775 21 33,661 18,549 5 7 13,299 324 (31) 1,509 Chg. % Dec/09 On Dec/08 On Sep/09 35.9 3.3 708,549 36.9 3.1 672,429 24.6 3.2 337,564 8.7 12.7 56,459 75,742 37.8 4.9 11,619 (17.4) 20.7 193,516 29.3 (0.6) 229 (5.7) (19.2) 160,821 76.5 4.7 7,362 111.6 18.2 43.2 35.9 4,597 0.9 (99.2) 21 29.4 73.7 3,229 (16.5) (28.1) 6,370 (16.5) (28.1) 6,370 39.9 17.3 31,390 (39.7) (25.7) 2,101 75.8 31.1 19,630 (4.3) 146 27.3 7.7 8,381 (5.5) 9.5 1,133 99 1.1 (4.6) 4,724 21.3 (22.5) 120,848 35.3 1.8 377 49.2 (85.7) 12,174 (23.7) (21.3) 2,625 42.8 63.2 38.3 9.3 24,297 31.6 39.7 528 36.8 7.8 17,339 68.2 2.0 4,135 196.6 290.1 3,516 8,736.1 (91.2) 206 57.6 13.1 18,553 4.7 0.9 5,927 59.6 1.3 31,172 0 (99.3) 36,119 20.6 7.3 18,567 34.7 0.1 5 (0.0) 7 (7.4) (0.9) 8.3 30.1 17,301 35.9 (16.6) 270 (0.0) (0.0) (31) - 5.2 Summarized Corporate Law Income Statement Table 29. Summarized Corporate Law Income Statement R$ million Financial Intermediation Income Loans Leasing Securities Financial Derivatives Foreign Exchange Portfolio Compulsory Investments Financial Inc. from Insur., Pension & Capit. Operations Financial Intermediation Expenses Money Market Funds Borrowing, Assignments and Onlending Allowance for Loan Losses Gross Income from Financial Intermediation Other Operating Income (Expenses) Fee Income Banking Fees Income Personnel Expenses Other Administrative Expenses Taxes Equity Interest in the Results of Subsidiaries, and Affiliates Income f/ Insurance, Pension & Capitalization Operations Other Operating Revenues Other Operating Expenses Operating Income Non-operating Income Income Before Taxes Income and Social Contribution Taxes Statutory Profit Sharing Corporate Profit Sharing Net Income 47 - Banco do Brasil – MDA 4Q09 Quarterly Flow Chg. % Annual Flow Chg. % 4Q08 3Q09 4Q09 On 4Q08 On 3Q09 2008 2009 On 2008 18,824 15,637 17,794 (5.5) 13.8 55,641 63,285 13.7 10. 4 13.4 22.0 10,613 10,333 11,717 33,221 40,515 45. 1 44.7 106.3 147 147 213 314 647 8,097 5,083 5,321 (34.3) 4.7 20,692 21,350 3.2 (95.6) (93.0) (4. 7) (1,053) (664) (47) (1,283) (1,223) (47.3) (34.7) 47.8 503 406 265 464 686 424 213 214 1,910 816 (49.4) 0.5 (57. 3) 17. 0 (6.7) 52.2 93 117 109 324 494 (32.3) 7.6 (42,822) (45,052) 5.2 (17,226) (10,841) (11,665) (8,432) (7,320) (7,997) (5.2) 9.2 (25,532) (30,146) 18.1 (85.4) 21.0 (71. 1) (4,903) (593) (718) (8,685) (2,510) (24.2) 0.8 44.0 (3,892) (2,928) (2,950) (8,606) (12,396) 1,597 4,795 6,129 283. 7 27.8 12,819 18,233 42.2 (61.2) 303.6 2,744 (1,875) 1,065 (1,150) (4,641) 16. 1 2.5 4.1 2,338 2,647 2,714 9,771 10,172 720 879 892 2,040 3,339 24. 0 1.5 63.7 34. 6 12.4 33.5 (2,430) (2,909) (3,271) (8,870) (11,838) 39. 8 17.6 41.6 (2,185) (2,596) (3,054) (7,917) (11,212) (887) (807) (998) 12. 5 23.6 (2,635) (3,333) 26.5 (82.1) 707 (275) (49) 1,392 (991) 15. 4 4.0 76.4 353 392 408 892 1,574 11,782 16,974 7,090 3,162 6,794 (4.2) 114.9 44.1 (19.9) 0.2 22.6 (2,962) (2,367) (2,371) (7,605) (9,327) 65. 7 146.3 16.5 4,342 2,921 7,194 11,669 13,592 413 1,844 5 379 22 351. 9 (94.2) 346.9 66. 0 118.7 27.8 4,347 3,300 7,217 12,082 15,435 141. 0 131.8 81.9 (1,022) (1,062) (2,463) (2,145) (3,903) (1,134) (1,385) (380) (258) (599) 57. 5 132.0 22.1 (1) 1 0 (1) 41. 1 110.0 15.3 2,944 1,979 4,155 8,803 10,148 5.3 Income Statement with Reallocations Table 30. Income Statement with Reallocations Quarterly Flow R$ million Financial Intermediation Income Loan Operations (4) (13) Lease Operations Securities (11) Financial Derivatives Foreign Exchange Portfolio Compulsory Investments Financial Income from Insurance, Pension and Capitaliz. Operatrions FX Gain (Loss) on Foreign Investments (1) Other Op. Inc. of a Fin. Intermed. Nature (2) Hedge Fiscal (5) Financial Intermediation Expenses Money Market Funds (3) Borrowing, Assignments and Onlending Net Interest Income Allowance for Loan Losses (6) (21) Net Financial Margin Fee Income Services Income Banking Fee Income Insurance, Pension Plan and Capitalization Income Taxes on Revenues (5) (7) Contribution Margin Administrative Expenses Personnel Expenses (8) (25) Other Administrative Expenses (8) (9) (16) Other Tax Expenses (7) Commercial Income Legal Risk Legal Claims (8) (10) (17) (20) Labor Lawsuits (8) (17) (19) Other Operating Income Eq. Int. in Results of Subs. And Affil. (1) (11) (12) (15) FX Other Operating Income / Expenses Other Operating Income (2) (3) (4) (17) (22) Other Operating Expenses (2) (6) (8) (9) (10) (23) Operating Income Non-operating Income (11) (24) Income Before Taxes Income and Social Contrib. Taxes (5) (14) (18) (20) (26) Interest on Own Capital Tax Benefit Statutory Profit Sharing (26) Corporate Profit Sharing Recurring Income Extraordinary Items Sale of Share in VISA Internacional (11) Disposal of Investments – Telemar (15) Revaluation of Consolidated Shares (12) Economic Plans (10) Credit Assignment (13) Tax Efficiency (14) Change of Credit Card Basis (16) Contingent Liabilities (BESC) (17) Tax Credit (BESC) (18) PREVI Actuarial Assests – Adjustments (22) CASSI Actuarial Assests – Adjustments (23) Additional Provision for Loan Losses (21) Provision for labor, civil and tax claims (19) Tax Credits – differential of CSLL rate (20) Disposal of Investments – Visanet Brasil (24) Voluntary Resignation Program - BNC (25) Reversal of Labor Liabilities (26) Tax FX and Statutory Profits over Extraord. Items (27) #REF! 48 - Banco do Brasil – MDA 4Q09 4Q08 20,412 11,106 147 8,097 (1,053) 503 424 93 711 50 334 (13,335) (8,432) (4,903) 7,077 (2,240) 4,837 3,058 2,338 720 353 (715) 7,534 (4,344) (2,301) (2,043) (45) 3,144 (226) (97) (129) (542) (3) (539) 1,230 (1,769) 2,375 5 2,380 (557) 140 (198) 1,626 1,318 (44) 5,326 (1,259) (1,594) (1,110) 2,944 3Q09 16,048 10,609 147 5,083 (664) 406 213 117 (292) 643 (216) (7,729) (7,136) (593) 8,320 (3,017) 5,303 3,526 2,647 879 392 (760) 8,461 (4,897) (2,693) (2,203) (23) 3,540 (256) (40) (216) (590) 17 (607) 1,313 (1,920) 2,694 29 2,723 (727) 190 (230) (1) 1,764 215 141 (84) 119 209 (171) 1,979 Chg. % 4Q09 On 4Q08 On 3Q09 17,984 (11.9) 12.1 11,963 7.7 12.8 213 45.1 44.7 5,321 (34.3) 4.7 (47) (95.6) (93.0) 265 (47.3) (34.7) 214 (49.4) 0.5 109 17.0 (6.7) (74) (74.8) 75 51.3 (88.3) (58) (73.2) (8,715) (34.6) 12.8 (7,997) (5.2) 12.1 (718) (85.4) 21.0 9,268 31.0 11.4 (2,950) 31.7 (2.2) 6,318 30.6 19.1 3,606 17.9 2.3 2,714 16.1 2.5 892 24.0 1.5 408 15.4 4.0 (965) 35.0 26.9 9,367 24.3 10.7 (5,465) 25.8 11.6 (2,844) 23.6 5.6 (2,621) 28.3 18.9 (27) (41.2) 13.6 3,876 23.3 9.5 (4) (98.4) (98.6) 46 (49) (61.7) (77.1) (960) 77.1 62.6 24 47.1 (985) 82.7 62.2 1,463 18.9 11.4 (2,448) 38.4 27.5 2,912 22.6 8.1 22 351.9 (22.8) 2,934 23.3 7.8 (853) 53.4 17.4 191 37.1 0.5 (262) 32.7 13.9 1 1,819 11.9 3.1 2,336 77.2 988.7 530 242 102.5 3,030 (43.1) (215) 644 (1,895) 70.7 1,007.4 4,155 41.1 110.0 Annual Flow 2008 58,400 34,507 314 20,496 (1,283) 464 1,910 324 941 392 334 (33,885) (25,200) (8,685) 24,515 (6,799) 17,716 11,811 9,771 2,040 892 (2,362) 28,058 (15,358) (8,112) (7,246) (140) 12,560 (722) (161) (560) (2,198) (97) (2,102) 3,698 (5,799) 9,639 413 10,052 (2,416) 526 (951) 0 6,685 2,118 361 142 241 (372) 67 412 (54) (360) 194 5,326 (1,259) (1,594) (986) 8,803 Chg. % 2009 On 2008 11.9 65,329 41,656 20.7 647 106.3 21,350 4.2 (1,223) (4.7) 686 47.8 816 (57.3) 494 52.2 (1,042) 2,721 594.0 (776) (32,269) (4.8) (29,759) 18.1 (2,510) (71.1) 33,060 34.9 (11,629) 71.1 21,431 21.0 13,511 14.4 10,172 4.1 3,339 63.7 1,574 76.4 (3,149) 33.3 33,367 18.9 (19,185) 24.9 (10,280) 26.7 (8,905) 22.9 (100) (28.9) 14,083 12.1 (502) (30.5) (242) 49.8 (260) (53.6) 185 51 134 8,036 117.3 (7,902) 36.3 13,766 42.8 78 (81.1) 13,844 37.7 (4,155) 72.0 743 41.2 (1,157) 21.6 (26) 8,506 27.2 1,642 (22.5) 141 (60.9) 157 633 840.2 (676) (57.6) (1,367) 1,213 1,625 (215) 644 (513) (48.0) 10,148 15.3 5.3.1 Details of the Reallocations In this chapter the adjustments made in the statement of income to get the Reallocated Statement of Income are detailed below. Such adjustments aim to: a) Separate the extraordinary items and show the recurring income for the period; b) Change the manner that income and expenses are shown, in order to provide a better understanding of the business and the company's performance; c) allow the financial margin recorded in the period to reflect, effectively, the gain from all the earning assets, seeking to inform the market what was the spread achieved from the division of this margin by the assets, except the permanent assets. For this, it was necessary to: • • • Include in the financial margin the income recorded in Other Operating Income that had financial intermediation characteristics and which was derived from earning assets recorded in the Balance Sheet Under Other Receivables; Identify the foreign exchange gain/(loss) on financial assets and liabilities abroad in the period in a specific financial margin item (financial equity); To keep in financial margin, amounts related to negative foreign exchange adjustments that were recorded in Other Operating Income and Expenses to avoid inverting the balance of accounts of a financial intermediation nature; d) Detect and cancel the effects of Tax Hedge transactions entered into as of 4Q08, on the Effective Tax Rate and Financial Margin. In connection with these transactions, it should be reported that: • • • • Exchange variation on overseas investments reflect on Banco do Brasil's income by means of the equity income account. In order to minimize the effects of exchange fluctuations on the income, the Bank seeks to level its foreign exchange positions with transactions in the financial market or through commercial positions assumed with customers; Pursuant to tax legislation in force, the equity income on overseas investments does not affect the tax calculation bases (IRPJ, CSLL, PIS/PASEP, and COFINS), as opposed to the profits arising from foreign exchange hedge transactions which produced R$ 183 million in gains during the 3rd quarter of 2008, and may create losses in the subsequent periods if the Brazilian real begins to appreciate consistently again; In order to reduce fluctuations in its profit figures, the Bank decided to assume a foreign currency short position, considering the sum required for effective protection, including tax effects pursuant to article 4 in Circular 3389 dated June 25, 2008; This short position is assumed by entering into a hedge transaction in excess of the assets being protected, by means of a transaction known as a Tax Hedge, or overhedge. The Tax Hedge's value is specified in such a way that the outcome of the hedge transactions, net of their effects on taxes, will be equal to the impact of the exchange fluctuation on the income, which enhances protection and reduces the income's volatility; Reallocations in the net interest income (1) The foreign exchange gain (loss) on foreign financial equity is reallocated from equity interest in the results of subsidiaries and affiliates for inclusion in the financial margin. This adjustment is required to maintain the equilibrium and coherence of the analysis of the spread, since assets and liabilities previously included in permanent assets are included in other balance sheet items after consolidation. Without the reallocation, spread would be calculated incorrectly. The amounts of these reallocations were (R$ 292 million) in 3Q09 and (R$ 74 million) in 4Q09. In the annual view, the amounts were R$ 941 million in 2008 and (R$ 1,042 million) in 2009. (2) The reallocations of Other Operating Income/Expenses to Other Operating Income of a financial intermediation nature are detailed below: 49 - Banco do Brasil – MDA 4Q09 Table 31. Reallocations – Other Operating Income / Expenses Quarterly Flow R$ million Income from Special Operations Income from specific credits FX Readjustment FX Readjustment Income FX Readjustment Expense Total 4Q08 3Q09 Chg. % 4Q09 15 25 9 9 11 22 610 1,236 (626) 10 22 44 315 (272) 50 643 75 Annual Flow On 4Q08 On 3Q09 (34.6) (10.4) (14.3) (2.0) 366.3 (92.9) (74.5) (56.6) 51.3 (88.3) 2008 2009 Chg. % On 2008 52 88 253 1,012 (759) 45 88 2,589 5,179 (2,590) (13.2) 392 2,721 594.0 (0.0) 924.2 411.6 241.0 (3) Reallocation of Other Operating Income to Funding Operations in the Market. Refers to the reversal of charges with the restatement of savings deposits recorded upon the closing of the semesters. In the months after the closing of the Balance Sheets, this reallocation is necessary in order to correctly evidence the Net Interest Income. This reallocation is only performed in the first and third quarters of the year. The charges were R$ 185 million in 3Q09. In the annual view, the amounts were R$ 331 million in 2008 and R$ 387 million in 2009. (4) Reallocation of Other Operating Income to Loan Operations corresponding to the equalization revenues of charges on loan operations. As of January/2008 these revenues began to be accounted for in Other Operating Income, and had to be reallocated to the group of Loan Operations for purposes of comparability. Equalization revenues amounted to R$ 395 million in 3Q09 and R$ 488 million in 4Q09. In the 12 months, the amounts were R$ 1,354 million in 2008 and R$ 1,773 million in 2009. (5) Reallocations were performed in order to cancel the Tax Hedge's effects. In the fourth quarter of 2009, in view of the devaluation of the Brazilian real against the US dollar, the Tax Hedge adversely impacted Net interest income by R$ 57.8 million, an amount we reallocated to replace the positive impact on Taxes on Revenues (of R$ 6.3 million) and on Income Tax (IR) and Social Contribution on Net Profit (CSLL) (of R$ 51.5 million). If we consider the years 2008 and 2009, the amounts regarding Tax Hedge were R$ 334 million and (R$ 776 million), respectively. Reallocations in the net interest margin (6) The expense with the Allowance for Loan Losses includes credits without characteristics of financial intermediation, so this part of the allowance is reallocated to Other Operating Expenses. In 3Q09, this reallocation was of (R$ 89 million) and in 4Q09, (R$ 4 million). In the YTD in 12 months, the amounts were (R$ 213 million) and (R$ 90 million), considering the years 2008 and 2009, respectively. Reallocations in the contribution margin (7) Considering the model used for the income statement, tax expenses on revenues are reallocated and included in the contribution margin. In 3Q09, this reallocation was of R$ 783 million and in 4Q09, R$ 971 million. In 2008 and 2009, the amounts were R$ 2,495 million and R$ 3,233 million, respectively. Reallocations in the operational result (8) The expenses with Legal Claims and Labor Lawsuits were separated in the Income Statement with Reallocations, into a group called Legal Risk. It aims to provide a better analysis of the administrative expenses and giving more transparency to this kind of risk. Amounts reallocated in 3Q09 and 4Q09 were, respectively: - Labor claims: (R$ 216 million) and (R$ 87 million). In 4Q09, Banco Nossa Caixa accounted for (R$ 33 million); 50 - Banco do Brasil – MDA 4Q09 - Civil claims: (R$ 40 million) and R$ 40 million. BNC accounted for (R$ 6.7 million) in the fourth quarter of the year (specifically at BNC, the claims registered until November/2009 were recorded in Other Operating Expenses, and also were reallocated to “Civil Claims”). (9) As of 1Q09, in compliance with the resolution of the Central Bank, part of the premiums paid to customers began to be recorded in "Other Administrative Expenses". Aiming to maintain the comparability and considering the nature of the amounts disbursed, we reallocated the entire sum to "Other Operating Expenses", as was recorded up to December 2008. The amounts reallocated to 3Q09 and 4Q09 were R$ 380 million and R$ 325 million, respectively. Of these amounts, R$ 117 million in 3Q09 and R$ 78 million in 4Q09 refer to BNC. In 2009, the amount was R$ 1,100 million, of which R$ 307 million referring to BNC. Extraordinary Items (10) Civil claims of Economic Plans generating extraordinary expenses in the amount of R$ 84 million in 3Q09 and extraordinary revenues (due to reversal) of R$ 530 million in 4Q09 (of which R$ 161 million arising from expenses regarding Banco Nossa Caixa operations). The expenses (or reversals) from BB were reallocated from “civil claims” to “economic plans” and those BNC were reallocated from “other operational expenses” to “economic plans”. (11) Partial sale of investments, corresponding to 56.1% of the shares of the BB group (Multiple Bank, CIELO and VisaVale) in the company Visa Inc., generating positive extraordinary result of R$ 361million in 1Q08. In September 2009, a portion of the remaining shares was sold, generating an extraordinary revenue of approximately R$ 141 million in 3Q09. (12) As of the first quarter of 2008 the Bank started to proportionately consolidate its holdings in several companies. Extraordinary revenues of R$ 241 million were determined in 1Q08 due to the valuation by the Equity Method of Accounting of interests in companies that were not valued in this manner. The consolidation of the holdings was the subject of a Material Fact divulged on April 29, 2008. (13) Assignment of credits written-off to Ativos SA, generating extraordinary revenues in the amount of R$ 271 million in 2Q09, R$ 119 million in 3Q09, and R$ 242 million in 4Q09. In the 12 months, the amounts were R$ 67 million in 2008 and R$ 633 million in 2009. (14) Tax efficiency generated by the Bank in a periodic review as to the treatment of the deductibility of tax expenses used until then. In view of this review, it was feasible to obtain tax efficiency in the amount of approximately R$ 302 million in 1Q08 and R$ 110 million in 2Q08. (15) Sale of shares of Telemar Participações, belonging to Alutrens Participações, controlled by Brasilcap Capitalização S.A. and by Brasilveículos Companhia de Seguros S.A., associated companies of BB Banco de Investimentos, wholly-owned subsidiary of Banco do Brasil, generating positive extraordinary result of R$ 142 million in 2Q08. (16) Expense of R$ 54 million originating from the substitution of the base of credit cards with a magnetic stripe by cards with a chip. At the end of 2Q08 cards with a chip represented 95.5% of the credit card base. (17) Extraordinary expenses in 3Q08 of R$ 238 million net of taxes, corresponding to reinforcement of provisions for Contingent Liabilities - labor, civil and fiscal - originating from BESC, aiming to adapt them to the valuation criteria adopted by BB. The gross sums were reallocated from Other Operating Income (R$ 79 million), Personnel Expenses (R$ 198 million), Other Administrative Expenses (R$ 83 million), and Income and Social Contribution Taxes (R$ 122 million). (18) Tax Credit recorded in 3Q08, in the amount of R$ 194 million, originating from timing differences and Social Contribution recoverable generated at Besc/Bescri. Amounts not recorded at those institutions as there was no expectation of realization within the timelines established by BACEN. (19) As a result of the process of periodic reevaluations of the equity impacts originating from the lawsuits in which Banco do Brasil figures as complainant, plaintiff or stakeholder, an expense of R$ 51 - Banco do Brasil – MDA 4Q09 1,367 million, before taxes was realized that refers to the supplementation of provision to cover labor, civil and fiscal claims. (20) Also on account of the reevaluation of the expected impacts of lawsuits, income of R$ 1,213 million was realized relating to the recognition of tax credits originating from the alteration of the rate of Social Contribution on Net Income - CSLL from 9% to 15%. The recognition of this tax credit results from the reevaluation of the prospect of success of the Direct Unconstitutionality Action (ADIN), number 4101/DF, against the raise of the rate of CSLL of the financial sector. (21) Extraordinary Expense incurred in 4Q08 and 2Q09, equal to an Additional allowance for loan losses, in the amounts of R$ 1,594 million and R$ 676 million, respectively. The additional provision is a result of adjustments to the Bank's statistical models in simulations and scenarios of stress, should there be a rise in the volatility of loan portfolio default rates owing to the reflexes of a likely downturn in the world economic crisis. As of the disclosure of CMN Resolution no. 3674/08, surplus provisions were included in the Tier I, for the purpose of calculating the capital ratio. (22) Extraordinary income of R$ 5,326 million and R$ 3,030 million in 4Q08 and 4Q09, respectively, regarding the partial accounting of non-recognized actuarial gains by Plano de Aposentadoria e Pensão dos Funcionários do Banco do Brasil - PREVI, by virtue of a review of actuarial assets and liabilities performed in accordance with Resolution 26 issued by Conselho de Gestão da Previdência Complementar (CGPC) on September 29, 2008. (23) Expense of R$ 1,259 million as a result of non-recognized actuarial losses by Plano de Assistência à Saúde – Cassi. These expenses (items 22 and 23) were being calculated on a monthly basis and totaled R$ 440 million before taxes in 2008, which sums will no longer be stated as of 2009. (24) Sale of shares representing 8.1% of the capital stock of CIELO (former VISANET - Companhia Brasileira de Meios de Pagamento), an affiliate of BB Banco de Investimento S/A – BB-BI, a whollyowned subsidiary of Banco do Brasil, generating positive extraordinary result of R$ 1,415 million in 2Q09 and R$ 209 million in 3Q09 (due to greenshoe exercise, that was only accounted for in 3Q09). Banco do Brasil remains as one of the main shareholders of this company, and currently holds 23.53% of its shares. (25) Expense arising from Voluntary Resignation Program for employees of Banco Nossa Caixa. (26) Reversal of provisions for labor lawsuits generating extra revenues amounting to R$ 644 million, once since 4Q09 the allowance balance began to be established to cover the average of the amounts effectively disbursed by the Bank in legal proceedings of the same nature (until then, the provision was set based on the amount requested by the applicant). (27) As of 4Q08, the DRE (Statement of Income) with Reallocations started to segregate the effects of extraordinary items of the period on the payment of Profit Sharing (PLR), and to unify the effects of these items on taxes (IR and CSLL). The table below shows separately the effect of each extraordinary item on taxes and on PLR. 52 - Banco do Brasil – MDA 4Q09 Table 32. Fiscal Effects and Statutory Profit Sharing on Extraordinary Items Quarterly Flow R$ million Sale of Shares in VISA International Economic Plans Credit Assignment Change of Credit Card Basis Contingent Liabilities (BESC) Previ - Non-recognized Actuarial Gains Cassi - Non-recognized Actuarial Losses Additional Provision for Loan Losses Provision for labor, civil and tax claims Disposal of Investments – Visanet Brasil Voluntary Resignation Program - BNC Reversal of Labor Liabilities Total 53 - Banco do Brasil – MDA 4Q09 4Q08 17 (2,215) 480 608 - 3Q09 (63) 37 (53) (93) - (1,110) (171) Chg. % 4Q09 (237) (108) (1,357) 96 (289) (1,895) Annual Flow On 4Q08 On 3Q09 (38.7) - - - - - - - 2008 (129) 128 18 122 (2,215) 480 608 - 70.7 1,007.4 (986) - - - 104.5 - - Chg. % 2009 On 2008 (51.4) (63) (78) (281) (50.8) 299 521 (719) 96 (289) (513) (48.0) 6 - Balance Sheet Analysis 6.1 Breakdown Banco do Brasil attained R$ 708,549 million in total assets at the end of 2009, recording expansion of 35.9% in 12 months and of 3.3% in relation to the previous quarter. These figures already consider consolidation of all the interests in financial and non-financial companies, in addition to mergers (Banco Nossa Caixa, BESC, and BEP), and a 50% interest in the capital of Banco Votorantim (BV). As of 1Q09 and 3Q09, the consolidation of accounting information of BNC and Banco Votorantim, respectively, changed the mix of Assets and Liabilities of BB. As of those quarters, the proportion of Earning Assets to Total Assets started to show an upward trend, movement that stabilized in 4Q09. Earning assets kept their share of 82.6% of total assets. In December 2008, this percentage was 80.4%. In relation to the mix of Liabilities, there was a slight increase in the relative share of Interest Bearing Liabilities, which ended the quarter at 72.0%, whereas it stood at 71.9% and 68.7% at the end of 3Q09 and 4Q09, respectively. Earning Assets2 vs. Interest Bearing Liabilities3 - % 30.6 69.4 17.4 82.6 Mar/08 32.3 67.7 19.8 80.2 Jun/08 31.8 68.2 19.6 80.4 Sep/08 31.3 68.7 19.6 80.4 Dec/08 29.5 70.5 19.4 80.6 Mar/09 30.5 69.5 18.6 81.4 Jun/09 Earning Assets Other Assets Interest Bearing Liabilities Other Liabilities 28.1 71.9 17.4 82.6 Sep/09 28.4 28.0 71.6 72.0 17.3 82.7 Dec/09 Figure 25. Earning Assets vs. Interest Bearing Liabilities 2 Cash and equivalents in foreign currency, marketable securities, financial investments, loan operations, leasing, remunerated compulsory deposit and other earning assets vs. interest bearing liabilities. Savings Accounts, Interbank Deposits, Time Deposits, Money Market Borrowings, Foreign Borrowings, onlendings, Financial and Development Funds, Subordinated Debts, Hybrid Capital and Debt Instruments and Foreign Securities Issued Abroad. 3 54 - Banco do Brasil – MDA 4Q09 6.2 Analysis of Assets The growth of Assets in the quarter resulted mainly from the performance of “Loans and Leasing“ and “Liquidity Assets except Securities”, that grew 6.2% in the period, reaching relative share of 37.6% and 24.9%, respectively. Liquidity Assets except Securities have exhibited growth above other assets since 2008, increasing gradually their relative share over Total Assets. This movement began in 2Q08 with the worsening of the international financial crisis, in which period the Bank received deposits migrated from institutions less recognized by the market, which led to the deposit base growing at a faster pace than the loan portfolio. Part of the excess funding was placed in "Short-term interbank deposits", in particular with mediumsized banks and secured by the loan portfolio (mainly payroll-secured and vehicle loans, with a lower risk). Throughout 2009, "Short-term interbank deposits" were reinforced by Nossa Caixa. As of the acquisition of BNC by Banco do Brasil, the former started to allocate its excess funding, at that time placed almost all in securities transactions (representing 50% of total assets at year-end 2008), to more profitable assets, resulting in a rise in credit transactions and Inter-bank Investments, in particular those supported by credit portfolios. “Loans and Leasing“ also recorded growth above the other assets in 2009. The Bank maintained its strategy of increase its market share in the loan market, what was reflected in BB's mix of assets. 18.7 19.7 36.4 3.4 21.8 14.4 19.8 40.2 3.4 22.1 17.0 18.8 38.8 3.3 22.1 24.0 16.7 37.2 3.2 19.0 23.5 18.7 35.2 3.4 19.1 23.2 18.3 36.4 3.5 18.6 24.2 18.9 36.6 3.2 17.0 24.9 17.5 37.6 3.1 16.9 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 Other Assets Loans and Leasings Liquidity Assets except Securities Tax Credit Securities Figure 26. Breakdown of Assets Table 33. Breakdown of Assets R$ million Total Assets Liquidity Assets except Securities Securities Loans and Leasing Tax Credits Other Assets Mar/08 414,193 77,478 81,490 150,863 14,051 90,310 Jun/08 416,052 60,037 82,301 165,570 14,337 93,806 Sep/08 458,237 77,938 85,954 177,866 14,994 101,485 *From Mar/08 on the series were remade with Financial-Economic data. 55 - Banco do Brasil – MDA 4Q09 Dec/08 521,273 124,953 86,909 193,849 16,499 99,062 Mar/09 591,925 139,312 110,594 208,622 20,413 112,984 Jun/09 Sep/09 Dec/09 598,839 685,684 708,549 138,650 165,881 176,241 109,564 129,818 124,337 218,159 250,853 266,484 21,053 22,261 21,910 111,413 116,872 119,578 6.3 Securities Portfolio The securities portfolio showed a decrease of 4.2%in the quarter, and growth of 43.1% in relation to the amounts recorded at the end of 4Q08. Since loan operations and short-term interbank deposits grew at a faster pace than funding, securities portfolio recorded decrease to supply the resources needed for this growth. In 12 months, disregarding the effect of Banco Votorantim (R$ 9.1 billion), the growth of the securities portfolio would be 32.6%. Table 34. Securities Portfolio by Category R$ million Securities Available for Trading Available for Sale Held to Maturity Financial Derivatives Balance Share % Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 Dec/08 Dec/09 100.0 81,490 82,301 85,954 86,909 110,594 109,564 129,818 124,337 100.0 30.8 24,717 26,009 26,475 26,136 32,475 31,661 44,590 38,274 30.1 35,388 35,480 37,777 38,374 45,269 46,645 52,750 62,161 44.2 50.0 20,485 19,597 20,443 20,123 31,433 30,477 30,773 22,439 23.2 18.0 899 1,216 1,258 2,276 1,417 781 1,706 1,463 2.6 1.2 Considering the securities portfolio breakdown per maturity, in the quarter we note that there was a larger concentration in shares with terms above 1 year. Securities with terms between 1 to 5 years represented relative participation of 57.5% total portfolio, while securities with terms between 5 to 10 years, 12.8%. Table 35. Securities Portfolio by Maturity - Market Value R$ million Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 Up to 1 year Balance Share % 29,059 36.0 26,613 32.8 27,206 32.1 27,232 32.2 35,555 32.5 31,277 28.7 35,354 27.6 29,640 24.2 56 - Banco do Brasil – MDA 4Q09 1 to 5 years Balance Share % 37,700 46.8 37,085 45.7 40,609 47.9 39,465 46.6 55,949 51.1 64,016 58.7 72,607 56.6 70,531 57.5 5 to 10 years Balance Share % 9,603 11.9 13,077 16.1 11,594 13.7 12,543 14.8 12,295 11.2 7,301 6.7 14,683 11.4 15,720 12.8 Over 10 years Balance Share % 4,257 5.3 4,326 5.3 5,286 6.2 5,373 6.3 5,631 5.1 6,445 5.9 5,653 4.4 6,823 5.6 Total 80,619 81,101 84,695 84,612 109,430 109,040 128,298 122,715 6.4 Tax Credits In 1998, BB went to court with an application for the full carry forward of accumulated tax loss of IT and of negative bases of CS. Since then, the Bank has offset these tax losses in full against income tax and social contribution taxable income and has made judicial deposits of the taxes otherwise due (on 70% of the amount offset). In May 2007, the tax credits that had been written off since the beginning of the lawsuit were reactivated, in the sum of R$ 4,913.2 million, in contra account to the re-formation of provision relating to the portion of 70% of Income Tax and Social Contribution, for which judicial deposits were formed. The Tax Credit balance, including BNC's and BV's consolidated figures, reached R$ 21,910 million in December, 1.6% lower than that recorded at the end of September 2009. In the annual comparison the growth of the stock of tax credits was 32.8%. It is important to point out that, according to the material fact disclosed to the market on April 29, 2009, Banco do Brasil transformed into assets in the 1Q09 tax credits amounting to R$ 1,213 million. The recognition of this tax credit results from the reevaluation of the prospect of success of the Direct Unconstitutionality Action (ADIN), number 4101/DF, against the raise of the rate of CSLL of the financial sector, from 9% to 15%. Tax credits originated from intertemporal differences represent 78.6% of the stock. The intertemporal differences results from the fact that the tax legislation does not allow the inclusion of certain expenses in the calculation basis of taxes at the time they occur (accrual basis accounting), but rather at the time they are financially settled (cash basis accounting). Table 36. Breakdown of Tax Credit R$ million Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 Time Differences 8,395 8,872 9,560 11,018 15,188 16,238 17,470 17,170 Social contribution to offset 565 274 129 135 70 Income and social contribution taxes – Lawsuit 4,846 4,895 4,959 4,932 4,691 4,349 4,045 3,918 245 297 345 415 464 466 746 822 Other* 14,051 14,337 14,994 16,499 20,413 21,053 22,261 21,910 Total Tax Credit 30.0 28.8 22.7 25.5 31.1 30.6 29.2 31.9 Income Tax / Lair - % * Includes Tax Losses and Negative Bases and Mark-to-Market, Tax Credits Abroad and Pasep and Cofins The table above shows the breakdown of tax credits by type. The Tax/Lair ratio ended December at 31.9%, opposed to 29.2% in 3Q09 and 25.5% in 4Q08. Also in relation to the tax aspects, it is important to emphasize the contracting of a Tax Hedge operation as from 4Q08. Banco do Brasil contracted hedge operations in a higher sum than that of investments maintained abroad (over hedge), with the objective of annulling the effect of exchange variance on the result, considering the fiscal impacts of these operations. Further details about the Tax Hedge and about the motives that led Banco do Brasil to contract it can be consulted in chapter 5.3.1 (Details of the Reallocations). During 2009, BB realized a tax credit totaling R$ 5,135 million. This amount is equivalent to 143.5% of the projection of using of tax credits in fiscal year 2009, which was reported in the technical study prepared on 2008.12.31 (R$ 3,578 million). For 2010, we expect the performance of R$ 4,309 million in st tax credits, according to a study elaborated on December 31 , 2009. 57 - Banco do Brasil – MDA 4Q09 6.5 Loan Portfolio The loan portfolio of the National Financial System ended 2009 with a balance of R$ 1,410.3 billion, considering free and specific funds, growth of 14.9% over 2008, and 4.6% in relation to September 2009. The Credit/GDP ratio estimated by the Central Bank of Brazil (Bacen) reached 45.0%, in line with the figure observed in the previous quarter (45.1%) and higher than the one recorded in December 2008 (39.7%). It is important to note that part of this variation is determined by the modest GDP growth: R$ 3,131.5 billion in Dec/09 and R$ 3,089.4 billion in Dec/08, according to press release disclosed by BACEN. In the Banking Industry, loans granted with free funds, corresponding to 67.6% of the total, amounted to R$ 953.2 billion in December 2009, an increase of 9.4% in twelve months. Using the same comparison basis, the loans granted to companies increased by 1.2%, whereas the loans granted to individuals grew by 19.4%, the balances of which were R$ 482.4 billion and R$ 470.8 billion, respectively. Just as occurs in the Banking Industry, the loans granted to individuals recorded strong growth of 30.3% in 12 months against 16.9% growth of the loans granted to businesses, without considering BV and BNC balances. As for BB's domestic loan portfolio, excluding the amounts of BNC (R$ 19,766 million) and BV (R$21,222 million), Bank's expansion was 5.0% in the quarter and 15.7% in 12 months, performance in line with the guidance proposed for 2009 (13% to 17%). Upon the inclusion of the amounts of BNC and BV, the growth rates of the total portfolio were: 5.4% in the quarterly comparison and 33.8% in the twelve-month period. As of the last semester of 2008, the process of acquisitions of loan portfolios from other financial institutions, particularly in payroll loans and vehicle financing, was intensified at BB. The table below evidences the balances of the portfolios acquired and the interbank deposits guaranteed by a loan portfolio of other institutions, recorded in Interbank Investments. Table 37. Acquired Portfolios and Interbank Deposits with Credit Guarantee R$ million Payroll loans Vehicle financing Interbank with Loan Guarantee Total Jun/09 2,741 1,580 5,133 Sep/09 2,655 1,850 3,968 Dec/09 3,003 2,668 4,056 9,454 8,473 9,728 The total loans granted to Individuals reached R$ 91,791 million in 4Q09, an increase of 7.1% in the quarter and of 88.1% in the twelve-month period, a result which includes acquisitions (BNC) and partnerships (BV). Regarding the businesses loan portfolio, the balance ended the 4Q09 reaching R$ 125,336 million, a figure which exceeds those recorded in 4Q08 and 3Q09 by 29% and 7.1%, respectively, also including the balances arisen from acquisitions and partnerships. The agribusiness portfolio decreased by 2.4% as compared to the previous quarter, but increased 4.3% in 12 months and ended 2009 with a balance of R$ 66,434 million, already including the amount of R$ 782 million from BNC. As a result of the expansion of the import and export financing abroad, the balance of the foreign portfolio at the end of 4Q09 was R$ 17,268 million, an increase of 14.2% in the yearly comparison and of 16.9% in the quarterly comparison. It is worth pointing out that there was a exchange devaluation (Ptax Dollar Sale) in these periods, of 25.5% and 2.1%, respectively. 58 - Banco do Brasil – MDA 4Q09 Table 38. Loan Portfolio Balance R$ million Brazil . Individuals . Businesses - MSE - Other . Agribusiness - Individual - Companies Foreign Total Mar/08 162,261 36,620 69,118 25,675 43,443 56,524 40,684 15,839 10,499 Jun/08 180,365 40,503 78,252 29,234 49,018 61,611 43,168 18,442 9,717 Sep/08 189,301 43,435 85,343 32,027 53,315 60,524 42,630 17,894 12,900 Dec/08 209,693 48,811 97,192 34,900 62,292 63,690 45,202 18,487 15,115 Mar/09 227,201 61,138 101,776 37,403 64,373 64,287 46,252 18,035 14,726 Jun/09 239,418 68,467 103,351 39,493 63,858 67,600 47,381 20,219 13,068 Sep/09 270,748 85,717 116,994 41,159 75,834 68,038 47,574 20,464 14,769 172,760 190,082 202,201 224,808 241,926 252,485 285,517 Chg. % Dec/09 On Dec/08 On Sep/09 283,560 35.2 4.7 7.1 91,791 88.1 125,336 29.0 7.1 44,920 28.7 9.1 80,416 29.1 6.0 66,434 4.3 (2.4) 47,265 4.6 (0.6) 19,169 3.7 (6.3) 16.9 17,268 14.2 300,829 33.8 5.4 The table below shows the balances of the loan portfolio with the amounts of BV and BNC segregated. Table 39. Credit Portfolio – Organic Growth Chg. % R$ million Banco do Brasil . Individuals . Businesses . Agribusiness . Foreign Nossa Caixa . Individuals . Businesses . Agribusiness Banco Votorantim . Individuals . Businesses Total 59 - Banco do Brasil – MDA 4Q09 Dec/08 209,693 48,811 97,192 63,690 15,115 - Sep/09 230,942 58,747 104,958 67,237 14,769 19,308 14,524 3,984 800 20,498 12,446 8,052 Dec/09 242,572 63,585 113,336 65,651 17,268 19,766 15,080 3,904 783 21,222 13,126 8,096 224,808 285,517 300,829 On Dec/08 On Sep/09 15.7 5.0 30.3 8.2 16.6 8.0 3.1 (2.4) 14.2 16.9 2.4 3.8 (2.0) (2.2) 3.5 5.5 0.5 33.8 5.4 6.5.1 Individual Loan Portfolio During this quarter, the loans granted to individuals reached R$ 91,791 million, an increase of 88.1% in twelve months and of 7.1% as compared with September 2009. These amounts already include the individual loan portfolios of BNC and BV. As regards the individual loan portfolio of Banco do Brasil, payroll loans continue to increase its participation, representing 39.8% of the total loans as compared with 36.1% in the same quarter of 2008, totaling R$ 36,514 million. This amount represents 34.4% of the total loans granted in the Banking Industry (R$ 106,173 million). The payroll loan operations of BB stand alone increased 8.8% in relation to 3Q09 and 33.4% in 12 months. In 2009, there were 3,238 thousand payroll loans, with an average term of 42 months and an average interest rate of 2.26%. In 2008, 3,392 thousand payroll loans were granted, with an average term of 36 months and an average interest rate of 2.40%. It is emphasized that these amounts do not include BNC and BV transactions. The loans granted to civil servants are the most representative of BB's payroll loan portfolio, accounting for 85.05% of the total loans. The remaining loans are granted to INSS pensioners (7.4%) and employees from the private sector (7,6%). Another segment in which BB has been increasing its market share is the auto sector. The balance of these operations reached R$ 9,425 million, up 9.1% over the preceding quarter and up 40.8% in twelve months. Of this amount, R$ 2,668 million arises from purchases of portfolios. In 4Q09, vehicle financing operations presented an average term of 45.4 months, average value per contract of R$ 20,818 and average rate of 1.59%. With regard to leasing transactions, in the same period, the average tenor was of roughly 49.4 months and an average value per agreement of R$ 28,962 and a 1.60% average rate. Around 20.0% of BB's vehicle portfolio balance are leasing operations. These information does not take into consideration the balances of BV and BNC. When the balances of these institutions were added, the amount totaled R$ 20,738 billion, representing a market share of 13.2%. Despite incipient, in view of the growth trend promoted by the strategy adopted by BB, the balance of Real Estate Financing operations amounted to R$ 676 million in 2009 as compared with R$ 80 million in the previous year. The average term of these operations is 228 months, with an average ticket of R$ 126 thousand. Adding the amount of R$ 854 million, accounted for by BNC, the total reaches R$ 1,530 million. The table below presents the main products of the loan portfolio to individual clients of BB, BNC and BV. It is important to note that, in relation to Votorantim, the amount presented refers to 50% of that portfolio. 60 - Banco do Brasil – MDA 4Q09 Table 40. Individual Loan Portfolio R$ million Direct Consumer Credit (CDC) Payroll Loan Consumer Finance Consumer Loan Backed by Direct Deposits Mortgage Vehicles Loan¹¹ Credit Card Overdraft Accounts Microcredits Others BNC Payroll Loan Consumer Finance Mortgage Others BV² Payroll Loan Vehicles Loan Leasing Others Total Balance Chg. % Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 On Dec/08On Sep/09 36.8 7.9 23,041 26,491 28,138 30,673 33,574 36,241 14,539 17,626 18,411 20,000 21,612 23,516 33.4 8.8 58.1 13.2 4,515 4,958 5,418 6,035 6,926 7,841 3,986 3,906 4,309 4,639 5,035 4,884 25.1 (3.0) 741.4 43.5 30 80 167 350 471 676 40.8 9.1 5,607 6,694 7,005 8,180 8,638 9,425 6,564 7,586 7,493 7,830 8,007 9,336 23.1 16.6 (1.4) (15.2) 2,717 2,468 2,822 2,906 2,870 2,434 31.9 22.9 535 511 548 519 549 674 4,941 4,981 4,972 4,785 4,639 4,799 (3.7) 3.4 3.8 9,991 13,224 14,524 15,080 6,433 9,534 10,672 11,324 6.1 (1.4) 1,835 1,845 1,933 1,905 4.3 771 789 819 854 953 1,056 1,100 997 (9.4) 5.5 12,446 13,126 1,689 1,674 (0.9) 4.4 8,947 9,339 18.1 1,671 1,974 (0.1) 139 139 43,435 48,811 61,138 68,467 85,717 91,791 ¹ In Dec/09, it contains balance of Finame Pro-Caminhoneiro Individuals for R$ 115.3 million and leasing for R$ 1,567.8 million. ² Amounts equal to 50% of BV Loan Portfolio 61 - Banco do Brasil – MDA 4Q09 88.1 7.1 6.5.2 Business Loan Portfolio In the business segment, BB closed Dec/09 with a balance of R$ 125,619 million, an increase of 29.2% in twelve months and 7.1% in relation to the prior quarter. This sum represents 41.7% of BB's total portfolio and already includes the amounts originated from the acquisition of BNC and partnership with BV. It is also emphasized that the amounts referring to BNC and BV are evidenced separately, and therefore do not comprise the detailing of the business products portfolio contained in the table below. As regards Nossa Caixa's portfolio, business portfolio represented 19.8% of the total and the main product continued to be Working Capital, which represents 55.1% of the total. Loans to SMEs represented 41.2% of the total. As regards BV, the most representative product in the portfolio is Working Capital (32.8% of the total), followed by the BNDES and FINAME investment lines (30.4%). For further information on BV's portfolio, please refer to chapter 10 of this report. Table 41. Business Loan Portfolio R$ million Working Capital Investment Receivables Pré-Approved Credit ACC/ACE BNDES Exim Credit Cards Overdraft Account Others BNC BV* Working Capital BNDES/FINAME Export Letter of Credit Joint Lending Others Total Sep/08 40,737 17,237 11,467 2,394 7,912 3,054 764 184 1,593 85,343 Dec/08 45,199 19,183 11,887 2,548 11,101 4,417 871 130 1,691 97,192 Balance Mar/09 Jun/09 46,630 48,550 19,415 19,934 11,282 11,406 2,565 2,568 11,807 10,711 4,105 3,988 902 1,196 155 177 1,679 1,819 3,065 3,001 101,776 103,351 Sep/09 52,789 20,671 11,249 2,713 8,945 4,692 1,639 161 2,098 3,984 8,052 2,383 2,258 1,427 681 1,304 116,994 Chg. % Dec/09 On Dec/08 On Sep/09 31.2 12. 3 59,294 22,704 18.4 9.8 12,239 3.0 8.8 2,877 12.9 6.0 7,923 (28.6) (11.4) 4,464 1.1 (4.9) 23.5 2,024 132.3 141 7.8 (12.8) 1,672 (1.2) (20.3) 3,904 (2.0) 8,096 0.5 2,654 11.4 2,459 8.9 1,350 (5.4) 618 (9.3) 1,016 (22.1) 125,336 29.0 7.1 * Amounts equal to 50% of BV Loan Portfolio Working capital lines attained a balance of R$ 59,294 billion, taking into consideration BB's stand alone portfolio, representing a growth of 12.3% in the quarter and of 31.2% in 12 months. These operations accounted for 52.3% of total portfolio. The lines of receivables recorded a more modest performance, with increase of 8.8% in the quarter and 3.0% in 12 months. It should be noted that the investment lines recorded strong growth again in the quarter (9.8%) and grew 18.4% in relation to the same quarter of 2008. BB ended 2009 as the leading bank in global onlending of the BNDES/Finame system, with a disbursement of R$ 12.288 million and 131.363 thousand operations carried out. Private Securities - Banco do Brasil, mindful of the needs of its large corporate clients, operates in the capital market, as an alternative to the traditional credit lines, by means of issues of debentures, promissory notes and bank credit bills. The balances of these private securities are presented in the table below: 62 - Banco do Brasil – MDA 4Q09 Table 42. Private Securities – Businesses Chg. % R$ million Private Securities Banco do Brasil BV Dec/08 3,405 3,405 - Mar/09 3,939 3,939 - Jun/09 2,436 2,436 - Sep/09 4,936 4,936 - Dec/09 On Dec/08 On Sep/09 155.1 76.0 8,688 5,782 69.8 17.1 2,906 * Securities issued in Brazil registered according to Circular BACEN 3,068 in Available for Sale Considering the sum of private securities and the business loan portfolio, the growth of credit would be 33.5% in 12 months and 10.2% in relation to September 2009. Foreign Trade Loans - The Pre-Shipment/Post-Shipment Export Financing (ACC/ACE) ended the quarter at R$ 7,923 million, decrease of 11.4% in the quarter comparison, and of 28.6% in twelve months. This credit facility is strongly influenced by the foreign exchange rate behavior (American dollar) that increased 25.5% in 4Q09 in the 12-month comparison and 2.1% in relation to 3Q09, according to PTAX dollar sale disclosed by the Central Bank of Brazil. In 2009, the cool-down of the global economy impaired the demand for Brazilian products, impacting ACC/ACE contracted volumes, but they began to rise again in this quarter, recording a 2.6% variation in relation to the previous quarter. The contracted volume decreased 21.3% in 12 months. In 2009, Banco do Brasil maintained its leadership of the export and import exchange market, with volumes of US$ 47.1 billion and US$ 34.1 billion, respectively. As a result, BB increased its market share in the exports lines, going from 27.9% in 2008 to 31,4% in 2009. In relation to the import exchange market, BB market share increased from 24.7% (2008) to 25.4% (2009). Table 43. ACC/ACE Average Volume per Contract ACC/ACE Volume Contracted (US$ million) Quantity of Contracts Average Volume per Contract (US$ thousand) 3Q08 3,906 5,760 678 4Q08 3,457 4,097 844 1Q09 2,325 3,765 617 2Q09 3,182 4,021 791 3Q09 2,653 4,332 612 Chg. % 4Q09 On 4Q08 On 3Q09 2,722 (21.3) 2.6 4,473 9.2 3.3 609 (27.9) (0.6) Loans to SMEs - In the delivery of services to SMEs, Banco do Brasil continued to act as principal partner of the segment. At the end of 2009, BB had 1.98 million checking accounts, with 1.85 million micro and small business clients. Around 652 thousand received differentiated service rendered by specialized relationship managers. BB has also been consolidating its share of the cooperativist credit segment, delivering appropriate products and services to the requirements of this market. The products include the Compe/SPB Integration Service, whereby credit cooperatives and its cooperative members have access to the System for the Clearing of Checks and Other Instruments and to the Payment Settlement and Transfer System (SPB). This service allowed bank products to be made available to around 356 thousand cooperative members, associated with 323 credit cooperatives, contributing with innovation in the supply of solutions in products and sale formats, essential functions for the growth of BB's competitiveness and maintenance of partnerships. BB supported 184 Local Productive Arrangements (APL) at the end of 2009, delivering services to 16.4 thousand ventures. A sum of R$ 1.38 billion was made available and contributed toward the sustainable growth of the locations where the APLs are included, with R$ 886 million in loans for working capital and R$ 213 million to finance the investments. The amount of R$ 134 million was set aside in funds for foreign trade at the end of 2009 and R$ 147 million earmarked for operations geared toward agribusiness. Disregarding BNC, the balance of transactions in favor of SMEs in 2009 was of R$ 43.3 billion, a 24.1% increase over 2008. In all, working capital and investment loans rose to R$ 42.7 billion of which R$ 10,7 63 - Banco do Brasil – MDA 4Q09 billion were allocated to manufacturing industries (25.2%), R$ 20,7 billion to trade (48.4%), and R$ 11,3 billion to service segment (26.4%). Table 44. SME Credit Products R$ million Working Capital Investment Foreign Trade* BNC Total Sep/08 21,645 8,438 1,944 - Dec/08 23,616 9,314 1,970 - 32,027 34,900 Balance Mar/09 Jun/09 25,159 26,575 9,652 10,188 1,143 1,310 1,450 1,420 37,403 39,493 Sep/09 28,151 10,840 667 1,501 41,159 Chg. % Dec/09 On Dec/08 On Sep/09 31,250 32.3 11.0 11,466 23.1 5.8 596 (69.7) (10.6) 7.1 1,608 44,920 28.7 9.1 * The rating methodology of operations in such credit line was reviewed as of 3Q09 It is worth emphasizing the allocation, at the end of December 2009, of R$ 31.2 billion for working capital, which represented growth of 32.3% in relation to the same period of 2008. Among the credit facilities, the following should be highlighted: a) BB Giro Rápido aims to satisfy the need for working capital of the segment of micro and small businesses, without requiring tangible collateral. In 4Q09, this line of credit reached a balance of R$ 6 billion, representing 19% of the working capital block; b) The "BB Giro Empresa Flex", has the purpose of supplying working capital and financing for acquisition of goods and services. In this credit line, the customer can determine the form of loan payment in accordance with the company's cash flow. This credit line has reached the balance of R$8.4 billion, which represents growth of 63.4% in relation to 4Q08. Financing investments reached R$ 11.5 billion in the 4Q09, an increase of 23.1% in relation to 2008. These also deserve highlighting: a) the Proger Urbano Empresarial program, the key credit facility for investments by SMEs, which showed a record balance of R$ 5.3 billion; b) the BNDES Card, a product in which BB is a leader (in terms of amounts disbursed, number of cards and transactions) in 4Q09, presented a volume of R$ 2.4 million, an increase of R$1,7 billion in 12 months. In the issuance of cards, BB holds 65% of the market; In August, Banco do Brasil launched the Operation Guarantor Fund (FGO), a system which supplements, by up to 80%, the guarantees required from legal entities for loans and financing, and expands credit supply to companies, particularly micro and small-sized ones, with rates even more competitives. By the end of 4Q09, 93 thousand operations had been carried out under the FGO, totaling R$ 2.74 billion. In September, the operations of the BB Giro Décimo Terceiro Salário were resumed, a loan which finances the thirteenth salaries of employees, including the related payroll charges. The credit line can be repaid in up to 13 monthly installments and its interest rate is based on the TR (a managed prime rate) plus 1.13% per month, one of the most competitive rates in the market. In December 2009, such line presented a balance of R$ 523 million. 64 - Banco do Brasil – MDA 4Q09 6.5.3 Agribusiness Loan Portfolio Agribusiness is one of the main sectors of the Brazilian economy, with fundamental importance to the growth of the Country. In its role as an agent of public policies, Banco do Brasil represents a link between the government and the rural producer, acting as the largest financier of Brazilian agribusiness in all its segments and in all stages of the productive chain, from the small farmer to the large agroindustrial companies. The figure below shows both the importance of the share of agribusiness in the Brazilian GDP and the share of jobs generated by agribusiness in the Brazilian job market. 73.6% 33.0% 28.9% 26.4% 71.1% 67.0% % GDP – Other Activities % GDP – Agribusiness Other Jobs Agriculture Jobs Cattle Agriculture Source: IPEA – Instituto de Pesquisa Econômica Aplicada (Economic Applied Research Institute) Figure 27. Agribusiness Participation in GDP and in Labor Market Brazilian foreign trade was affected by the world economic crisis and ended 2009 in a downturn. However, a rising trend was possible in the course of the year, keeping pace with the world economic recovery. For 2010, the prospect for Brazilian agribusiness is better than in 2009, due to the following assumptions: Lower prices for inputs, availability of funding for the coming harvest, a recovery in the price of grains, and an improved market for meat (chicken, pork, and beef). The Brazilian trade balance surplus ended 2009 at US$ 24.6 billion, a sum 0.5% lower than the amount recorded in 2008. The agribusiness surplus dropped by 8.4%, to US$ 54,9 billion as against US$ 60,0 billion in 2008. In 2009, this activity accounted for 42.5% of all Brazilian exports and 7.7% of total imports. US$ billion 60.0 54.9 44.8 34.1 33.7 38.4 42.7 46.1 49.7 40.0 24.7 2004 2005 2006 Agribusiness 2007 2008 Brazil Source: MAPA – Ministério da Agricultura, Pecuária e Abastecimento (Ministry of Agriculture, Cattle and Supply) * 3Q09 data not available. Figure 28. Trade Balance (FOB) 65 - Banco do Brasil – MDA 4Q09 24.6 2009 The tables below reflect the flow of exports broken down by key products and Brazil's share in international agribusiness. Table 45. Exports US$ million US$ million Soybeans and Related Products Meat Leather, Hides and Shoes Sugar Forest Products Coffee, Mate and Spices Fruit Juice Tobacco Other Products 2005 9,477 8,066 3,069 4,684 7,197 2,669 1,245 1,707 5,487 43,601 Total 2006 9,308 8,641 3,471 7,772 7,881 3,535 1,570 1,752 5,495 49,424 2007 11,381 11,295 3,554 6,578 8,819 4,093 2,374 2,262 8,059 58,416 2008 17,980 14,545 3,140 7,873 9,326 4,971 2,152 2,752 9,066 71,806 2009 17,240 11,787 2,041 9,716 7,223 4,470 1,752 3,046 7,480 64,756 Source: MAPA – Ministério da Agricultura, Pecuária e Abastecimento (Ministry of Agriculture, Cattle and Supply) Table 46. Brazil’s participation on Global Agribusiness Production 1º 1º 2º 1º 2º 3º 3º 5º Coffee Orange Juice Cattle Sugar Cane Soybeans Poultry Corn Cotton Export 1º 1º 1º 1º 2º 1º 2º 4º % Global Market 27% 85% 26% 47% 30% 40% 11% 6% Source: USDA – PSD Online 180 350 160 300 140 250 120 100 200 80 150 60 100 40 50 20 0 0 95/96 96/97 97/98 98/99 99/00 00/01 01/02 02/03 03/04 04/05 05/06 06/07 07/08 08/09 09/10* Production (million ton.) * Estimate Conab – 4º crop survey Figure 29. Production vs. Planted Area 66 - Banco do Brasil – MDA 4Q09 Area (million ha) Productivity (ton./ha) - % Productivity (ton/ha)-% Producão (million ton) The sector’s performance in the last years is due to the permanent quest for new technologies and for valuing the services provided by the professionals from this area, always aiming improving profitability and continuity in the enterprises. In the following chart, the increased productivity per planted area, as a result of gains in productivity, can be visualized. Agribusiness at BB In relation to the distribution of agribusiness operations by region of the country, continuity was verified in the distribution among Brazilian regions, with the South and Southeast regions appearing as most relevant, while the North and Northeast continue being the least represented regions. Table 47. Agribusiness Loan Portfolio by Region Region North Northeast Midwest Southeast South Share - % 2.8 6.2 21.8 34.9 34.3 Rural credit finances the costs of producing and marketing of agricultural products, stimulates rural investments, including warehousing, processing and the industrial transformation of agricultural products. Furthermore, it encourages the introduction of rational methods in the productive system. Agricultural and Livestock activity follows the agricultural calendar, known as the crop-year, which begins in July of each year and ends in June of the following one. Hence, the current 2009/2010 crop began in June 2009 and will end in June 2010. In the first quarter of the crop-year, resources are required for planting (funding) the summer crop. Also during this period there is a concentration of payments of the loans obtained for the planting of the preceding summer crop-year. Between October and December, the demand for financing continues, but in smaller volume than in the first quarter of the crop. During the crops's third quarter (January to March) the demand for financing cost of the winter crop and the summer crop of the northern and northeastern regions begins. In the last quarter of the crop year the demand for marketing resources grows due to the harvest period. The rural portfolio of Brazilian Banking Industry attained R$ 112,409 million in Dec/09, an increase of 5.7% in twelve months and of 1.7% in relation to Sept/09. At BB, the balance of the agribusiness portfolio attained R$ 66,434 million, an increase of 4.3% in 12 months and decrease of 2.4% in relation to Sept/09. The rural portfolio represented 22.8% of BB's total portfolio as opposed to 28.3% in Dec/08. The table below shows a breakdown of BB's agribusiness portfolio, divided into funding for costing, investments, and marketing. Please note the costing item, which accounted for 41.3% of the total sum. 67 - Banco do Brasil – MDA 4Q09 Table 48. Agribusiness Loan Portfolio by Purpose Balance R$ million Costs Investment Marketing Other Total Chg. % Sep/08 21,751 21,419 16,248 1,106 Dec/08 24,257 20,135 17,474 1,824 Mar/09 24,389 20,587 16,629 1,887 Jun/09 24,667 21,497 18,738 1,873 Sep/09 24,484 22,098 18,802 2,655 60,524 63,690 63,492 66,775 68,038 Dec/09 On Dec/08 On Sep/09 27,478 13.3 12.2 21,965 9.1 (0.6) 14,403 (17.6) (23.4) 2,589 41.9 (2.5) 66,434 4.3 (2.4) * From Sep/09 on, BNC portfolio was included. Proger Rural is a product that offers fixed loans for Agricultural and Livestock funding, besides financial support for fixed and semi-fixed investments; and the National Family Agriculture Empowerment Program - Pronaf aimed the financing of agricultural activity funding. These two products added up to R$ 18,279 million in December 2009, growing 21.1% in relation to the same period of the previous year, and 3.6% in relation to the previous quarter. FCO Rural offers a financial supplement for working capital and costs for the rural producer of the Middle-west region of Brazil. Transactions in the product fell in the quarterly comparison (4.1%) and in the past 12 months (4.3%), totaling R$ 5,390 million in December. The BNDES/Finame Rural products have the objective of financing investments in the modernization of machines and equipment intended for rural production. Transactions with these products totaled R$ 6,706 million, with positive variations of 47.0% in 12 months and 53.2% in relation to the previous quarter. The financial support for agrobusiness involved in selling, processing or manufacturing of agricultural and livestocks products are emphasized in Sales and Processing of Agricultural Goods. During this quarter, the decline seen in this item happened due to the reclassification of a portion of the balance line to BNDES, besides the settlement of operations. These facts also explain the significant growth of BNDES/Finame Rural transactions. The remaining products have been segregated in the "Others" caption as from September 2009, including BNC's portfolio. Table 49. Agribusiness Loan Portfolio by Product Balance R$ million Agricultural and Livestock Costs Loans to Companies Pronaf / Proger Rural FCO Rural BNDES / Finame Rural¹ Others² Total Sep/08 16,288 14,668 13,955 4,773 4,850 5,990 60,524 Dec/08 17,813 14,862 15,088 5,634 4,561 5,730 63,690 (1) BB Agriculturand and Livestock Investiment lines are considered (2) From Sep/09 on 68 - Banco do Brasil – MDA 4Q09 Mar/09 17,898 14,112 15,545 5,810 4,441 5,685 63,492 Jun/09 18,139 16,245 16,597 5,784 4,398 6,438 67,600 Chg. % Sep/09 17,670 16,334 17,645 5,617 4,378 6,394 68,038 Dec/09 On Dec/08 On Sep/09 17,737 (0.4) 0.4 12,333 (17.0) (24.5) 18,279 21.1 3.6 5,390 (4.3) (4.1) 6,706 47.0 53.2 5,989 4.5 (6.3) 66,434 4.3 (2.4) The following table shows the balance of the loan transactions intended for agribusiness by item financed. Table 50. Agribusiness Loan Portfolio by Financed Items Chg. % R$ million Items Financed Livestock Soybeans Corn Sugar Cane Machinery and Equipment Coffee Rice Poultry Fertilizers Cotton Manioc Pork Other* Total Dec/08 8,043 5,281 3,624 3,596 1,378 1,879 1,234 1,552 425 624 548 518 34,988 Share % 12.6 8.3 5.7 5.6 2.2 3.0 1.9 2.4 0.7 1.0 0.9 0.8 54.9 Sep/09 10,043 5,072 3,084 3,178 1,415 2,366 1,711 1,581 260 689 531 680 37,427 Share % 14.8 7.5 4.5 4.7 2.1 3.5 2.5 2.3 0.4 1.0 0.8 1.0 55.0 Dec/09 10,588 6,057 3,095 3,137 1,511 2,315 1,430 1,689 249 683 526 723 34,432 63,690 100.0 68,038 100.0 66,434 Share % On Dec/08 On Sep/09 15.9 31.6 5.4 9.1 14.7 19.4 4.7 (14.6) 0.4 4.7 (12.8) (1.3) 2.3 9.7 6.8 3.5 23.2 (2.2) 2.2 15.9 (16.4) 2.5 8.8 6.8 0.4 (41.4) (4.3) 1.0 9.5 (0.9) 0.8 (4.1) (1.0) 6.2 1.1 39.5 51.8 (1.6) (8.0) 100.0 4.3 (2.4) * From 3Q09 on BNC will be considered. In its work of financing Brazilian agribusiness, Banco do Brasil reaches all the segments, from the small producer to the large agro-industrial companies. The table below reveals this work, showing that while financing mini and small producers accounts for 88.5% of the total of contracts (27.2% of the amount contracted), the transactions with the other agents show a 72.8% share of the amount contracted. The information in the following table includes sums loaned during the current crop, but not efectively disbursed. This information is explained in this chapter's table 53. Table 51. Funds Released for the 09/10 Crop by Customer Size R$ million Mini Small Medium and Large Sized Cooperatives Total Qty. Contracts Qty. Contracts - % Amount Contracted Amount Contracted % 352,230 393,668 96,791 396 41.8 46.7 11.5 0.0 1,641,636,957 4,469,543,890 14,809,384,256 1,529,038,245 7.3 19.9 66.0 6.8 843,085 100.0 22,449,603,348 100.0 The table below shows the view by size of customer in relation to the total balance of the agribusiness loan portfolio. Table 52. Agribusiness Portfolio by Size Segment Micro Small Medium and Large Cooperatives BNC Total 69 - Banco do Brasil – MDA 4Q09 3Q08 10,099 7,831 41,411 2,271 61,611 4Q08 10,181 8,195 39,688 2,461 60,524 1Q09 10,871 9,125 40,786 2,709 63,492 2Q09 11,212 9,881 43,011 2,670 66,775 3Q09 11,083 10,243 43,152 2,759 801 68,038 R$ million 4Q09 11,262 10,675 40,952 2,763 783 66,434 In the figure below we present the distribution of the balance of the Agribusiness Loan Portfolio by type of client. R$ billion 18.5 19.2 40.2 45.2 47.3 2007 2008 2009 4.2 5.3 8.5 11.7 25.9 30.5 36.6 2004 2005 2006 Individuals Businesses Figure 30. Agribusiness Loan Portfolio by Customer Next, the Agribusiness Loan Portfolio by Funding Sources is shown. Demand Deposits FAT Saving Deposits Dec/08 Mar/09 FCO Jun/09 Sep/09 BNDES/Finame 5.7 6.5 6.9 5.2 4.8 4.5 2.1 2.1 3.9 3.8 7.4 7.6 7.6 7.3 7.5 6.7 5.8 7.2 7.5 7.2 30.6 31.7 31.8 12.4 118 12.9 8.0 8.4 31.8 31.9 R$ million Demais Dec/09 Figure 31. Agribusiness Loan Portfolio by Funding Sources The main source of funds for the agribusiness portfolio continued to be savings which in December/09 reached the sum of R$ 30,6 billion, as opposed to R$ 31,8 in the same period of 2008. It is emphasized that these resources account for 46.1% of the total. The Bank uses funding from Poupança Ouro (savings) and Demand Deposits, Fund for Worker Assistance - FAT, the Federal Treasury or Constitutional Fund for the Financing of the Center-West FCO, for low-rate agricultural loans. In order to make this intermediation feasible, the National Treasury or the Constitution Fund pays the Bank an equalization fee which is the difference between the sum charged to the borrower and the funding costs, credit risk and administrative costs and taxes. Moreover, weighting factors are set for financing obtained with funds from demand and savings deposits. The weighting factor is a multiplier that helps to fulfill liabilities and raise revenues upon the release of funds in the Bank's cash for investments. The following figure shows a history of the revenues received by way of interest rate equalization and weighting factor. 70 - Banco do Brasil – MDA 4Q09 R$ million 488 494 85 1Q08 441 395 296 287 275 449 104 2Q08 60 3Q08 38 32 21 15 10 4Q08 1Q09 2Q09 3Q09 4Q09 Equalization Revenues Weighting Factors Figure 32. Equalization Revenues and Weighting Factors In this quarter the balance of equalization revenues, including weighting factor, grew 21.4% in comparison with the preceding quarter, following the increase of 10.9% in the balance of equalizable resources in the same period. In this quarter, the increase in equalizable resources occurred mainly in the investment lines (R$ 7,897 million). The table below evidences the distribution of equalizable funds from BB's agribusiness portfolio. Table 53. Equalizationable Resources from the Loan Portfolio R$ million Chg. % Equalizationable Resources Costs Investments Marketing Non-Equalizationable Resources Total Loan Portfolio 71 - Banco do Brasil – MDA 4Q09 Sep/08 16,620 10,545 5,679 396 43,904 60,524 Dec/08 21,204 13,858 6,217 1,129 42,486 63,690 Mar/09 22,209 14,493 6,596 1,120 41,283 63,492 Jun/09 21,244 13,693 7,015 535 45,531 66,775 Sep/09 20,065 12,235 7,249 582 47,972 68,038 Dec/09 On Dec/08 On Sep/09 10.9 22,249 4.9 13,284 (4.1) 8.6 7,897 27.0 9.0 1,068 (5.4) 83.6 44,185 4.0 (7.9) 66,434 4.3 (2.4) The Bank has mechanisms for mitigating risks from agriculture loan portfolio. For the current 2009/2010 crop, until December 2009, 67% of the costing operations (R$ 7,471 million) were contracted with the use of mitigators. Of this amount, R$ 3,206 million were guaranteed by Agricultural insurance from Proagro and R$ 4,265 million at the company Aliança do Brasil and at the reinsurance companies indicated below. The following chart shows the increase in percentage in the use of Agriculture Insurance and Proagro. 11.3% 11.3% R$ 24.4 R$ 11.2 84.0% 6.9% 3.5% R$ 2.6 13.5% With Proagro and PGPAF With Proagro With PGPAF Without Mitigation 23% 46.0% 13.7% 1.2% 77% R$ 8.6 19.9% 14.5% Family Agricultural Costs Businesses Agricultural Costs Agricultural Costs = R$ 11.2 58.3% 27.3% Working Capital = R$ 4.8 Investiment = R$ 3.4 Reinsurance IRB PARTNER RE SWISS RE SCOR RE MUNCHENER MAPFRE RE CATLIN RE HANNOVER RE EVEREST RE TOTAL Marketing = R$ 3.3 Agroindustrial Credit = R$ 1.7 Amounts in R$ billion % 24 15 15 15 10 4 3 3 1 90 With Insurance / Proagro Companies Risk / Cooperatives Without Insurance / Proagro Figure 33. Agricultural Insurance and Proagro The figure below evidences the growth of operations contracted with risk mitigators since the harvest of 2007/08. Crop 2007/2008 Crop 2008/2009 50% 38% 50% 33% 62% Agricultural Costs with Mitigation 62% 67% Agricultural Costs without Mitigation Figure 34. Evolution of contracted operations with mitigation 72 - Banco do Brasil – MDA 4Q09 Crop 2009/2010 The total sum established for the harvest of 2009/2010 is R$ 39,514 million. Of this amount, 55.4% has already been released up to December. The following table displays the 2009/2010 Harvest Plan, at estimated and realized values. Table 54. 2009/2010 Crop Plan 2009/2010 Crop R$ million Foreseen Purpose Business Costs Investment Marketing Total Familiar Realized Total Total % Realized (Jul/09 to Dec/09) 22,702 2,412 5,000 5,700 3,700 - 28,402 6,112 5,000 14,844 3,675 3,359 52.3 60.1 67.2 30,114 9,400 39,514 21,878 55.4 We detail below the four key crops subject to agricultural funding, with the percentage share of funding for the 2009/2010 harvest and the concentration per state regarding each of these crops. Table 55. Costs – Transaction Profile PR RS GO MS Soybeans 25.0% 34.87% 21.51% 11.22% 10.60% Corn 11.7% PR RS MG SC 73 - Banco do Brasil – MDA 4Q09 Rice 6.1% 21.21% 22.81% 18.74% 20.16% RS SC MS PR Cotton 1.0% 76.62% 14.56% 1.51% 1.64% MT BA GO MS 41.09% 11.20% 15.57% 15.14% We show below a breakdown of price and cost of the corn and soybean crops for the 2009/2010 harvest. The margin is represented by the percentage of net revenues of the costs involved in each crop, i.e., the part designed for the producer. The figures regarding the plantations' price and costs are referenced to those of the Parana State, using its main municipalities for the calculation of a proportional average. Evolution Price/Cost – Soybean Margin – Soybean 0.74 80 70 58 0.50 53 0.49 44 R$/kg % 41 0.63 54 60 50 0.76 70 40 30 0.43 0.35 0.30 0.29 0.24 0.21 0.22 20 10 0 04/05 05/06 06/07 07/08 08/09 04/05 09/10 05/06 06/07 07/08 Crops Crops Price 0.34 44 42 34 28 40 30 20 10 0.27 0.27 0.24 0.19 R$/kg % Cost 0.25 60 54 09/10 Evolution Price/Cost – Corn Margin – Corn 90 80 70 60 50 08/09 0.18 0.15 0.14 0.14 0.11 0.13 0 04/05 05/06 06/07 07/08 08/09 09/10 Crops Figure 35. Price/cost relation between soybean and corn 74 - Banco do Brasil – MDA 4Q09 04/05 05/06 06/07 07/08 Crops Price Cost 08/09 09/10 6.6 Analysis of Liabilities The volume of deposits taken by Banco do Brasil ended the quarter at R$ 337,564 million, growth of 3.2% in relation to the previous quarter and of 24.6% in relation to the same prior-year period. Money market borrowing ended December at R$ 160,821 million, growth of 4.7% over September and of 76.5% over December 2008. The consolidation of 50% of BV balance added R$ 12,239 million in deposits at the end of December, and R$ 12,384 million in money market borrowing. Still regarding BV, time deposits totaled R$ 11,300 million, or 92.3% of total deposits. The mix of liabilities presented alterations in the annual comparison, mainly due to the growth of the deposits base and the consolidation of BNC and BV numbers. At the end of 2008, deposits and money market borrowing represented 52.0% and 17.5% of total liabilities, respectively. At the end of 2009, these percentages became 47.6% and 22.7%, respectively. Table 56. Liabilities R$ million Deposits Demand Deposits Savings Deposits Interbank Deposits Time Deposits Investment Deposits Money Market Funding Foreign Borrowing Domestic Onlending Other Liabilities Shareholders’ Equity Total Liabilities Mar/08 189,751 44,142 48,112 6,247 90,939 310 99,716 4,510 18,250 76,558 25,407 414,193 Jun/08 195,216 43,603 49,096 5,578 96,495 443 93,097 5,270 19,255 76,844 26,371 416,052 Sep/08 229,810 42,955 52,693 6,309 127,582 270 85,339 7,672 19,640 87,887 27,889 458,237 Dec/08 270,841 51,949 54,965 14,065 149,618 243 91,130 11,106 22,436 95,822 29,937 521,273 Mar/09 305,002 47,276 70,567 8,406 178,487 266 106,452 13,065 22,220 114,327 30,859 591,925 Jun/09 310,846 49,075 69,011 7,459 185,072 228 101,508 11,209 22,626 120,290 32,360 598,839 Sep/09 326,958 50,107 72,233 9,627 194,707 284 153,603 15,086 26,761 129,615 33,661 685,684 Dec/09 337,564 56,459 75,742 11,619 193,516 229 160,821 13,733 31,390 128,922 36,119 708,549 The indicators of the following table show the relationship between funding sources and investments in Banco do Brasil. The Net Loan Portfolio / Total Funding index ended 2009 at 73.6%, same amount recorded at the end of 3Q09 and above the index of 70.4% observed in 2008. Cash equivalents, measured by the difference between the total funding and the net loan portfolio, reached R$ 100,713 million, growth of 13.7% in relation to 2008 and of 5.5% over September 2009. At the end of the quarter, cash equivalents represented 26.4% of Banco do Brasil's total funding. 75 - Banco do Brasil – MDA 4Q09 Table 57. Sourcers and Uses Balance R$ million Funding Total Total Funding Domestic Onlending Financial and Development Funds FCO (Subordinated Debt) Foreign Borrowing* Compulsory Deposits Net Loan Portfolio Loan Portfolio Allowance for Loan Losses Disponibilidades Index - % Net Loan Portfolio / Total Deposits Net Loan Portfolio / Total Funding Available Funds / Total Funding * Dec/08 298,745 270,841 22,436 2,458 11,772 12,120 (20,882) 210,181 224,808 (14,627) 88,565 Sep/09 360,955 326,958 26,761 4,052 16,409 13,243 (26,468) 265,504 285,517 (20,013) 95,450 77.6 70.4 29.6 81.2 73.6 26.4 Chg. % Dec/09 On Dec/08 On Sep/09 381,944 27.8 5.8 337,564 24.6 3.2 31,390 39.9 17.3 4,135 68.2 2.0 18,553 57.6 13.1 14,582 20.3 10.1 (24,280) 16.3 (8.3) 281,231 33.8 5.9 300,829 33.8 5.4 (19,598) 34.0 (2.1) 100,713 13.7 5.5 83.3 73.6 26.4 7.4 4.7 (11.1) *Includes Foreign Borrowings, Obligations for Securities Abroad, Obligations for Foreign Onlendings and Hybrid Capital and Debt Instruments 76 - Banco do Brasil – MDA 4Q09 2.6 0.1 (0.3) 6.7 Liquidity Analysis The liquidity of Banco do Brasil, determined by the difference between Liquidity Assets and Liabilities, attained R$ 128,138 million at the end of December 2009. This sum represents a reduction of 3.3% in the quarter but a growth of 38.3% in relation to the same prior-year period. 132,469 128,138 92,660 61,914 Sep/08 Dec/08 123,254 Jun/08 119,662 Mar/08 37,336 48,117 R$ million Mar/09 Jun/09 Sep/09 Dec/09 Figure 36. Liquidity Balance In the quarter, the growth of 1.6% in the liquidity assets is due, mainly, to the expansion of 6.9% in the interbank investments. One important thing is that the securities operations (except linked to Bacen), registered decrease of 4.2% in the same period. These two lines together represented 97.4% of the total liquidity assets. In the other hand, the liquidity liabilities registered growth of 5.6% as opposed to September/2009. Table 58. Liquidity Balance Liquidity Assets (A) Available Funds Interbank Investments Securities (except linked to Bacen) Liquidity Liabilities (B) Interbank Deposits Money Market Borrowing Liquidity Balance (A - B) 77 - Banco do Brasil – MDA 4Q09 Mar/08 154,080 4,790 72,689 76,602 105,963 6,247 99,716 Jun/08 136,011 5,181 54,283 76,546 98,675 5,578 93,097 Sep/08 153,563 6,847 71,092 75,624 91,649 6,309 85,339 Dec/08 197,855 5,545 119,408 72,902 105,195 14,065 91,130 Mar/09 234,520 7,516 131,796 95,208 114,858 8,406 106,452 Jun/09 232,221 6,212 132,438 93,571 108,967 7,459 101,508 Sep/09 295,699 8,340 157,541 129,818 163,230 9,627 153,603 R$ million Dec/09 300,578 7,843 168,398 124,337 172,440 11,619 160,821 48,117 37,336 61,914 92,660 119,662 123,254 132,469 128,138 6.8 Deposits and Money Market Funding Banco do Brasil's market funding reached R$ 498,385 billion at the end of 2009, a growth of 3.7% in the quarter and of 37.7% over the one recorded at the end of 2008. The year's income figures were influenced mainly by money market borrowing and by savings deposits, which rose respectively by 76.5% and 37.8%. Please note that with the exception of inter-bank deposits, all the funding lines grew over the last 12 months. Table 59. Deposits and Money Market Funding Demand Deposits Saving Deposits Interbank Deposits Time and Investment Deposits Money Market Borrowing TOTAL Mar/08 44,142 48,112 6,247 91,249 99,716 Jun/08 43,603 49,096 5,578 96,938 93,097 Sep/08 42,955 52,693 6,309 127,852 85,339 Dec/08 51,949 54,965 14,065 149,862 91,130 Mar/09 47,276 70,567 8,406 178,753 106,452 Jun/09 49,075 69,011 7,459 185,300 101,508 Sep/09 50,107 72,233 9,627 194,991 153,603 R$ million Dec/09 56,459 75,742 11,619 193,745 160,821 289,467 288,313 315,149 361,971 411,455 412,353 480,561 498,385 We present below the market shares of Banco do Brasil in deposits and money market funding of the Brazilian Banking Industry*. R$ million Mar/08 Jun/08 Time Deposits 75,742 72,233 69,011 52,693 24.1 Sep/09 Dec/09 Market Share - % Market Share - % Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Market Capitalization 25.8 498,385 23.9 480,561 24.1 412,353 21.7 361,971 315,149 289,467 193,516 Sep/09 Dec/09 19.3 19.8 411,455 24.8 21.1 Sep/08 Dec/08 Mar/09 Jun/09 Sep/08 Dec/08 Mar/09 Jun/09 Saving Deposits 288,313 24.2 194,707 127,582 149,618 18.0 15.6 96,495 90,939 16.9 178,487 23.4 19.6 24.4 Sep/09 Dec/09 Market Share - % 185,072 Demand Deposits 70,567 49,096 Mar/08 Jun/08 Sep/08 Dec/08 20.3 54,965 19.8 48,112 Jun/09 19.9 20.4 56,459 Mar/09 25.4 33.2 50,107 33.4 49,075 33.5 47,276 Jun/08 32.8 51,949 Mar/08 30.8 42,955 43,603 30.9 44,142 31.1 Sep/09 Dec/09 Market Share - % Figure 37. Market Share of BB Funding * The information about the participation in the Financial System are from the Central Bank website. The latest position in this system until the release ot this report was from Sep/2009. 78 - Banco do Brasil – MDA 4Q09 6.8.1 Foreign Borrowing Except for the borrowing of the "Special" type, all foreign borrowing instruments recorded a growth in the quarter, which resulted in the 23.0% expansion in total foreign borrowings. The performance of the interbank market in 4Q09 increased the perception of recovery of liquidity and of the situation of the international financial system in general. This market was one of the main thermometers at the culmination of the financial crisis between September and October 2008, when virtually all interbank borrowing sources dried up. The recovery of the markets, associated with a constant improvement in the risk perception of the financial agents as regards BB and Brazil's economy, helped interbank funding occupy a leading position in the advance of foreign fundings. This modality advanced 28.1% in the quarter and 132.1% as compared with December 2008. Table 60. Foreign Borrowing (without BNC) Produtos Interbanking Repo Businesses Special Individuals Issues TOTAL Mar/08 2,709 3,074 3,255 590 2,099 2,002 Jun/08 2,951 3,101 3,546 787 2,097 1,923 Sep/08 3,019 2,855 3,967 835 2,052 2,056 Dec/08 2,707 3,441 5,304 1,018 2,032 2,305 Mar/09 3,838 2,832 6,376 0 2,021 2,112 Jun/09 3,900 1,588 5,409 0 2,021 2,119 Sep/09 4,907 2,425 5,549 0 1,972 2,508 US$ million Dec/09 6,285 2,609 5,797 1,981 4,676 13,729 14,405 14,784 16,809 17,179 15,036 17,361 21,347 Another borrowing instrument abroad which should be highlighted in the mix of Banco do Brasil in 4Q09 was the issuance of securities. The issuance balance increased 86.4% in the quarter, reaching US$ 4,676 million. In October 2009, BB issued perpetual bonuses in the amount of US$ 1.5 billion. The bonuses are of the "junior class, non-cumulative subordinated perpetual" type, and will pay 8.5% per year in half-yearly coupons. The subordination characteristics of the transaction allowed BB to request from the Central Bank its classification as Tier I capital for purposes of calculation of the BIS ratio. Table 61. Foreign Issues Half-Yearly 03.17.03 07.10.03 07.10.03 12.19.03 09.20.04 01.23.06 07.18.07 03.06.08 04.29.08 09.05.08 07.02.09 10.20.09 Volume in US$ million Term in years Cupom (%) 120,000 178,474 7 8 7,260 5,911 44,618 250,000 8 10 4,777 6,550 300,000 500,000 186,946 10 10 8,500 7,95 9,75 250,000 150,000 6 10 L3M+0,55 5,25 200,000 7 L3M+1,2 100,000 5 L6M+2,55 1,500,000 - 8,5 79 - Banco do Brasil – MDA 4Q09 Interest Interval Quarterly Quarterly Quarterly Quarterly Half-Yearly Quarterly Half-Yearly Quarterly Quarterly Quarterly Half-Yearly Half-Yearly Issue price Return for the Investor (%) 100.00 100.00 95.00 100.00 99.17 100.00 100.00 100.00 100.00 100.00 98.25 100.00 7.260 5.955 5.955 6.550 8.625 7.950 9.750 L3M+0,55 5.250 L3M+1,2 L6M+2,55 8.500 Premium over Treasury 450 350 350 292 447 - Rating Program A-/A1 MT 100 A-/A2 Visanet A-/A2 Visanet A-/A1 MT 100 A2 Stand Alone Baa3 Stand Alone Baa3 GMTN ** AAA/Aaa MT 100 A-/A1 MT 100 A-/A1 MT 100 Baa3 GMTN Baa2 Stand Alone 7 – Analysis of Results 7.1 Net Interest Income Table 62. Net Interest Income Quarterly Flow R$ million 4Q08 Financial Intermediation Income 20,412 11,106 Loans Leasing 147 Securities 8,097 Financial Derivatives (1,053) Foreign Exchange Portfolio 503 Compulsory Investments 424 Financial Income from Insur., Pension and Capital. Op. 93 FX Gain (Loss) on Foreign Investments 711 50 Other Op, Inc, of a Fin, Intermed, Nature Over Hedge 334 Financial Intermediation Expenses (13,335) (8,432) Money Market Borrowing (4,903) Borrowing, Assignments and Onlending 7,077 Net Interest Income 3Q09 16,048 10,609 147 5,083 (664) 406 213 117 (292) 643 (216) (7,729) (7,136) (593) 8,320 Chg. % Annual Flow Chg. % 4Q09 On 4Q08 On 3Q09 2008 2009 On 2008 17,984 (11.9) 12.1 58,400 65,329 11.9 11,963 7.7 12.8 34,507 41,656 20.7 213 45.1 44.7 314 647 106.3 5,321 (34.3) 4.7 20,496 21,350 4.2 (47) (95.6) (93.0) (1,283) (1,223) (4.7) 265 (47.3) (34.7) 464 686 47.8 214 (49.4) 0.5 1,910 816 (57.3) 109 17.0 (6.7) 324 494 52.2 (74) (74.8) 941 (1,042) 75 51.3 (88.3) 392 2,721 594.0 (58) (73.2) 334 (776) (8,715) (34.6) 12.8 (33,885) (32,269) (4.8) (7,997) (5.2) 12.1 (25,200) (29,759) 18.1 (718) (85.4) 21.0 (8,685) (2,510) (71.1) 9,268 31.0 11.4 24,515 33,060 34.9 The Net interest income(NII) - income from financial intermediation before provisions for credit risk totaled R$ 9,268 million in 4Q09, an increase of 11.4% in comparison to the previous quarter, and of 31.0% in relation to 4Q08. In 2009, the net interest income was R$ 33,060 million, expansion of 34.9% over 2008. To enable a better understanding of the information, considering that in 2009 there was the acquisition of the controlling interest of Nossa Caixa and of 50.0% of the total capital of Banco Votorantim, we present below a list of the impacts of these corporate transactions on BB's Interest Income: Banco Votorantim (BV) – BV's balance sheet items sensitized those of Banco do Brasil since September, and income accounts were recorded throughout 4Q09. To avoid distortions in the calculation of the indicators that evidence the spread, we segregated BV's assets and liabilities in September, since in 3Q09 the result of that Bank was not consolidated. However, in this quarter, however, the BV’s performance accounts are considered, making part from the calculation of all rates established in chapters 7.1 to 7.4. Nossa Caixa (BNC) - As in the case of BV, we segregated the impact of the assets and liabilities of Nossa Caixa in March, since the equity consolidation started in that month, but the statement of income accounts only sensitized those of BB as from 2Q09, period in which all accounts of BNC were included on BB’s accounting statements and integrated the contents and calculations established in Chapters 7.1 to 7.4. The growth of revenues from loan and lease operations merits a special emphasis in the quarter, which advanced respectively 12.8% and 44.7%. Such performance is directly associated with the expansion of the loan portfolio, which was benefited from the organic growth and from the loan revenues originated from the consolidation of Banco Votorantim. On the other hand, financial intermediation expenses recorded expansion of 12.8%. In the year 2009, the growth of the Interest Margin is a result of the consistent expansion both of income from loan operations, and of income originated from interbank investments and securities. As explained in more detail further on, the expansion of volumes sustained the growth of financial revenues. Although there was no expressive exchange rate oscillation inflating the financial intermediation income or expenses, it is important to stress the limitation of analyzing the captions that comprise the margin 80 - Banco do Brasil – MDA 4Q09 individually. This occurs because exchange rate changes affect both the revenues and the financial intermediation expenses, but are recorded as a contra entry to hedging instruments which offset their effect on the income statement of BB. Therefore, revenues from foreign assets and loan operations denominated in foreign currencies are recorded as a contra entry to expenses on hedging transactions and vice-versa, in order for the effect on the NII to be null. There was no expressive effect in the last two quarters, but in 4Q08 the volatility of the foreign exchange rate produced a significant impact on various lines that form the margin. The tables below demonstrate the formation of the NII from the changes in the spread and from the growth in the volume of investments. It is possible to identify the impact of the reduction of spreads on revenues, and how this effect is being offset by the growth of volumes. Table 63. Analysis of Volume (Earning Assets) and Quarterly Spread – 3Q09 and 4Q09 R$ million Volume: Assets – Earning Assets¹ Net Interest Income Spread - %² Gain/(loss) with volume Gain/(loss) with spread Gain/(loss) with volume and spread 3Q09 508,688 8,320 1.6355 4Q09 567,049 9,268 1.6345 Abs. Chg. 58,361 949 (0.0010) 9,274 8,314 954 (5) (0.5922) (1) Average Balances (2) Net interest income/ (Earning Assets) Table 64. Analysis of Volume (Earning Assets) and Nine Months Spread – 2008 and 2009 R$ million Volume: Assets – Earning Assets¹ Net Interest Income Spread - %² Gain/(loss) with volume Gain/(loss) with spread Gain/(loss) with volume and spread (1) Average Balances (2) Net interest income/ (Earning Assets) 81 - Banco do Brasil – MDA 4Q09 2008 351,967 24,515 6.9650 2009 496,841 33,060 6.6540 Abs. Chg. 144,875 8,545 (0.3110) 34,605 23,420 10,091 (1,095) (451) Spread In annualized rates, the global spread (NII over average Earning Assets) ended 4Q09 at 6.7%, keeping the same level observed in the previous quarter and below the 7.2% observed in 4Q08. In the comparison between annual flows, the spread also exhibited reduction, from 7.0% in 2008 to 6.7% in 2009. In 2009 many factors affected the global spread of Banco do Brasil, including: The consolidation of Banco Nossa Caixa, which, as it has an expressive base of low-cost deposits (judicial deposits), presented a higher spread than that of BB; The decrease of the basic interest rate, which reduced the remuneration of the own securities portfolio; The change in the loan portfolio mix, with an increase of the relative share of operations with lower associated risk, and therefore, lower spread (such as payroll loans and vehicle financing); The consolidation of the interest of 50% in the capital of Banco Votorantim, which presents a lower global spread than that of Banco do Brasil, as it does not have a base of low-cost deposits and operates in segments characterized by lower risk and therefore, lower spread; 7.2 1Q08 7.2 2Q08 7.0 3Q08 7.3 7.2 4Q08 6.6 6.7 6.7 1Q09 2Q09 3Q09 4Q09 7.0 2008 6.7 2009 NII / (Earning Assets) – Annualized Figure 38. NIM Analysis Table 65. Margin, Net of Interest and Profit Margin R$ million Average Earning Assets (AEA) Average I nterest Bearing Liabilities (AIBL) Net Interest Gain (1) Interest Income Interest Expense Net Interest Income Other Items (2) NII AIBL / AEA – % Interest Rat e on AEA (3) (7)- % Interest Rat e on AIBL (4) (7)- % Net Interest Rate (5) - % Adjusted NI M (6) (7) - % NIM (7) – % 4Q08 401,191 343,133 6,132 19,366 (13,234) 946 7,077 85.5 20.8 16.3 4.4 6.3 7.2 3Q09 508,688 436,434 7,883 15,528 (7,645) 437 8,320 85.8 12.8 7.2 5.6 6.3 6.7 4Q09 567,049 493,843 8,533 17,161 (8,628) 735 9,268 87.1 12.7 7.2 5.5 6.2 6.7 2008 351,967 298,703 22,018 55,625 (33,607) 2,496 24,515 84.9 15.8 11.3 4.6 6.3 7.0 2009 496,841 430,224 30,606 62,549 (31,943) 2,454 33,060 86.6 12.6 7.4 5.2 6.2 6.7 (1) Defined as interest income less interest expenses. (2) Contains derivatives, debt assumption contracts, foreign exchange portfolio, recovery of write-offs, gold loans, credit guarantor fund, foreign exchange gain/loss abroad and other income of a financial intermediation nature (3) Total interest income divided by the average balance of assets generating income. (4) Total interest expenses divided by the average balance of liabilities generating expenses. (5) Difference between interest rate on AEA and interest rate on AIBL (6) Net interest gain divided by the average earning assets (7) Taxes are annualized 82 - Banco do Brasil – MDA 4Q09 7.2 Analysis of Investments Loan and Lease Operation Revenues, disregarding recovery of write-offs, reached R$ 11,530 million in 4Q09, a growth of 12.7% in relation to 3Q09, and of 6.9% in relation to the same period of previous year. Disregarding the effect of exchange variation on operations under the terms of CMN Resolution 2770, these revenues amounted to R$ 11,609 million, with expressive growth both in the quarterly comparison and in relation to 4Q08, de 13.1% and 21.6% respectively. Table 66. Revenues from Loans Net of Exchange Impact (Res. 2,770) Quarterly Flow R$ million Loans and Leasing Revenues – Average Balance * Loans and Leasing Revenues FX Impact in Loan Portfolio (Res. 2,770) Loans and Leasing Rev. before FX Impact (Res. 2,770) Annualized Interest Rate 4Q08 199,332 10,788 1,245 9,543 20.6 3Q09 238,008 10,231 (38) 10,269 18.4 Chg. % Annual Flow 4Q09 On 4Q08On 3Q09 275,174 38.0 15.6 11,530 6.9 12.7 (79) 107.9 11,609 21.6 13.1 18.0 - 2008 176,747 33,106 1,487 31,619 17.9 Chg. % 2009 On 2008 236,124 33.6 40,244 21.6 (835) 41,078 29.9 17.4 - * Recovery of write-offs are not considered Spread by Portfolio The spread of loans contracted by Individual customers ended the quarter at 18.6%, as opposed to 20.6% in the previous quarter and 21.6% in 4Q08. The downslide observed since 2008 is a result of alterations in the loan portfolio, with an increase of concentration in operations of lower spread, with an emphasis on payroll loans and vehicle financing. In 4Q09 the consolidation of Votorantim intensified this movement, as its individual customer loan portfolio is concentrated precisely in these two credit lines. Operations with Business customers maintained the spread of 7.4% observed in the previous quarter, a rate 10 base points higher than that observed in the same period of 2008. The spread of agribusiness transactions exhibited recovery in the quarter, and reached 5.3%. 22.0% 21.6% 20.5% 21.2% 20.6% 18.6% 21.0% 18.7% 6.6% 7.3% 7.2% 7.5% 7.4% 7.4% 6.7% 5.2% 5.6% 5.9% 5.5% 4.9% 5.3% 5.1% 3Q08 4Q08 1Q09 Individuals Figure 39. NIM by Loan Portfolio 83 - Banco do Brasil – MDA 4Q09 2Q09 3Q09 Businesses 4Q09 2008 Agribusiness 7.2% 5.3% 2009 Results with securities The result with securities and short-term interbank investments totaled R$ 5,321 million in 4Q09, a sum 4.7% higher than that recorded in the previous quarter, but 34.3% lower in relation to that observed in the same period of 2008. The recovery of revenues resulted from the trading of securities, besides the increase of revenues provided by the consolidation of Banco Votorantim, merit special emphasis in the quarter . The downslide of these revenues in the annual comparison results from the reductions organized by the Central Bank in the basic interest rate (SELIC) and from the currency appreciation observed in 4Q09 in relation to the closing of 3Q09 and 4Q08. As explained previously, the fluctuations in the exchange rate impact the different lines that constitute the margin, but without an effect on the Bank's net income. Table 67. Securities Income Quarterly Flow R$ million Securities Income Fixed Income Securities Revaluation – Curve Income/Loss from Negotiation Mark to Market Interbank Accounts Foreign Income Others 4Q08 8,097 8,074 2,755 21 356 2,808 2,134 23 3Q09 5,083 5,075 2,314 16 (107) 2,852 0 8 Chg. % Annual Flow 4Q09 On 4Q08 On 3Q09 5,321 (34.3) 4.7 5,256 (34.9) 3.5 2,392 (13.2) 3.4 102 381.4 529.9 (191) 79.1 2,951 5.1 3.5 2 (99.9) 3,638.6 66 188.8 743.4 2008 20,496 20,452 8,775 (84) 376 7,655 3,731 44 Chg. % 2009 On 2008 21,350 4.2 4.0 21,262 9,113 3.9 290 (238) 12,095 58.0 2 (99.9) 87 100.0 The figure below presents the classification of BB's portfolio of securities by type of index. The classification below includes the portfolio of securities of Banco Nossa Caixa, but does not include the information of Banco Votorantim. 0.0% 0.4% 2.0% 0.3% 22.3% 75.0% Floating Fixed TR Figure 40. Securities Portfolio by Index (Multiple Bank) 84 - Banco do Brasil – MDA 4Q09 Dollar IGP-M IPCA Table 68. Avg Balance of the BS accounts and info. on interest rates - Earning assets (quarterly) 3Q09 R$ million Average Balance Earning Assets Available Funds in Foreign Currency Securities + Interbank Investments on Hedge Loans + Leasing Remunerated Compulsory Deposits Total Non Earning Assets Tax Credits Other Assets Permanent Assets Total TOTAL ASSETS 574 256,256 238,008 13,851 508,688 Interest 0 5,083 10,231 213 15,528 4Q09 Annualized Rate (%) 0.2 8.2 18.3 6.3 12.8 Average Balance 913 278,835 275,174 12,128 567,049 21,429 73,461 20,220 115,110 22,325 79,939 24,327 126,591 623,798 693,640 Interest Annualized Rate (%) 96 5,321 11,530 214 17,161 49.1 7.9 17.8 7.3 12.7 Table 69. Avg Balance of the BS accounts and info. on interest rates - Earning assets (annual) 2008 R$ million Average Balance Earning Assets Available Funds in Foreign Currency Securities + Interbank Investments on Hedge Loans + Leasing Remunerated Compulsory Deposits Total Non Earning Assets Tax Credits Other Assets Permanent Assets Total TOTAL ASSETS 85 - Banco do Brasil – MDA 4Q09 1,028 154,383 176,747 19,809 351,967 Interest 113 20,496 33,106 1,910 55,625 2009 Annualized Rate (%) 11.0 13.3 18.7 9.6 15.8 Average Balance 633 247,751 236,124 12,332 496,841 14,619 57,394 7,881 79,894 20,525 75,309 19,824 115,658 431,860 612,499 Interest 139 21,350 40,244 816 62,549 Annualized Rate (%) 22.0 8.6 17.0 6.6 12.6 7.3 Analysis of Funding The average balance of the Interest Bearing Liabilities rose R$ 493,843 million in the 4Q09, growth of 13.2% in relation to the same period of previous year. In spite of the slight reduction in the average cost of borrowings (from 7.19% in 3Q09 to 7.17% in 4Q09), the expansion of volumes determined growth of 12.9% in expenses with interest in the period. Money Market Borrowings increased their relative share among Average Interest Bearing Liabilities from 26.8% in 3Q09 to 29.5% in 4Q09. The increase of volume, associated with the growth of the annualized rate of these operations, resulted in the increase of R$ 636 million in the interest expenses associated with this instrument, or 26.1%. Money Market Borrowing accounted for 64.7% of the increase of interest expenses in the period. The consolidation of Banco Votorantim largely explains the increase in interest expenses observed in the quarter. If the consolidation did not exist, in addition to the reduction in financial expenses, there would also be a reduction in the Average Interest Bearing Liabilities. This happened because BB's funding mix exhibits a higher concentration of low-cost deposits than that observed in the balance sheet of Banco Votorantim, which recorded an average rate of 9.0% on interest-bearing liabilities in 4Q09. Table 70. Avg Balances of the BS accounts and info. on int rates – Int.Bearing Liabilities (quarterly) 3Q09 R$ million Average Balance Interest Bearing Liabilities Saving Deposits Interbank Deposits Time Deposits Money Market Borrowing Foreign Borrowing Onlending Financial and Development Funds + Subordinated Debt Foreign Securities Borrowing Mortgage-backed Security Total Other Liabilities Demand Deposits Other Liabilities Shareholder’s Equity Total TOTAL LIABILITIES 86 - Banco do Brasil – MDA 4Q09 71,552 10,033 184,537 116,849 4,708 26,408 18,977 3,064 308 436,434 Interest (1,119) (180) (3,287) (2,437) (41) (427) (125) (30) (0) (7,645) 4Q09 Annualized Rate (%) 6.4 7.4 7.3 8.6 3.6 6.6 2.7 3.9 0.0 7.2 Average Balance 49,955 104,782 32,627 187,364 74,062 10,403 197,014 145,679 6,775 30,346 21,771 6,520 1,273 493,843 52,430 112,108 35,259 199,797 623,798 693,640 Interest (1,152) (163) (3,451) (3,073) (60) (539) (118) (53) (18) (8,628) Annualized Rate (%) 6.4 6.4 7.2 8.7 3.6 7.3 2.2 3.3 5.8 7.2 Like in the quarterly view, in 2009 there was a reduction of the annualized average rate in relation to the same period of 2008. However, there was strong expansion in the average balance of these liabilities, which explains the growth of interest expenses in the period. Table 71. Avg Balances of the BS accounts and info. on int rates – Int.Bearing Liabilities (annual) 2008 R$ million Average Balance Interest Bearing Liabilities Saving Deposits Interbank Deposits Time Deposits Money Market Borrowing Foreign Borrowing Onlending Financial and Development Funds + Subordinated Debt Foreign Securities Borrowing Mortgage-backed Security Total Other Liabilities Demand Deposits Other Liabilities Shareholder’s Equity Total TOTAL LIABILITIES 87 - Banco do Brasil – MDA 4Q09 50,347 6,776 111,240 91,309 3,704 19,690 13,119 2,381 136 298,703 Interest (3,868) (432) (10,582) (9,825) (6,915) (1,282) (487) (215) (33,607) 2009 Annualized Rate (%) 7.7 6.4 9.5 10.8 186.7 6.5 3.7 9.0 11.3 Average Balance 68,410 10,269 179,790 115,837 5,405 27,519 18,622 3,833 540 430,224 43,307 63,013 26,838 133,158 48,397 101,319 32,559 182,275 431,860 612,499 Interest (4,406) (788) (13,452) (10,639) (192) (1,788) (530) (129) (18) (31,943) Annualized Rate (%) 6.4 7.7 7.5 9.2 3.5 6.5 2.8 3.4 3.4 7.4 7.4 Analysis of Volume and Spread The table below shows the appropriation of changes in interest income and expenses due to the change in the average volume of earning assets and interest bearing liabilities and the change in the average interest rate on such assets and liabilities, in the periods under analysis. The changes in volume and interest rate were calculated based on changes in average balances in the period and the changes in the average interest rates on assets generating income and liabilities generating expenses. The Average Rate variation was calculated by the variation in the interest rate in the period multiplied by the average quantity of assets generating income or by the average quantity of liabilities generating expenses in the first period. The Net Variation is the difference between the interest income of the present period and that of the previous period. The variation by Average Volume is the difference between the Net Variation and that resulting from the Average Rate. By analyzing the interest income that remunerated the earning assets in 4Q09, both in relation to the previous quarter and in comparison with the same period of 2008, it is observed that the volume effect has sustained the growth of these revenues over time. The growth of income resulting from the expansion of volumes is being partially offset by the shrinkage of average rates. The same movement can be observed in interest expenses. Interest expenses did not keep up with the vigorous expansion of average liabilities in a proportionate manner, on account of the decline of the annualized average rate, which ended 4Q09 at 7.2%, same level observed in 3Q09, but with a strong reduction in relation to the 16.3% observed in 4Q08. We should again emphasize that, when we analyze 4Q09 in comparison with 4Q08, in the last quarter of 2008 there was a considerable volatility in the exchange rate, which also inflated both financial intermediation income and expenses, hampering the comparison of each line. Table 72. Int. increase and decrease (Inc. and Exp.) due to changes in Volume and Rates (quarterly) 4Q09/3Q09 R$ million Average Average Volume (1) Rate (2) Earning Assets Available Funds in Foreign Currency Securities + Interbank Investments on Hedge Loans + Leasing Remunerated Compulsory Deposits Total Interest Bearing Liabilities Saving Deposits Interbank Deposits Time Deposits Money Market Borrowing Foreign Borrowing Onlending Financial and Development Funds + Subord. Debt Foreign Securities Borrowing Mortgage-backed Security Total (1) (2) (3) 4Q09/4Q08 Net Change (3) Average Average Volume (1) Rate (2) 36 431 1,557 (30) 1,766 60 (193) (258) 32 (133) 96 238 1,299 1 1,634 (90) 1,819 3,178 (79) 5,020 127 (4,595) (2,435) (130) (7,224) 37 (2,775) 743 (209) (2,204) (39) (6) (219) (608) (18) (70) (15) (28) (14) (1,003) 5 22 55 (28) (0) (43) 22 5 (4) 20 (34) 17 (164) (637) (19) (113) 7 (23) (18) (983) (314) (11) (924) (1,157) (18) (146) (42) (25) (15) (2,633) 347 (15) 1,653 814 4,312 40 40 70 (3) 7,239 33 (26) 729 (342) 4,293 (106) (2) 45 (18) 4,606 Net Change - Average Rate ((Interest Current Period / Balance Current Period) x Balance Previous Period) - (Interest Previous Period) Current Interest - Interest for Previous Period 88 - Banco do Brasil – MDA 4Q09 Net Change (3) The annual analysis ratifies the perception that the growth of the financial margin is based on the expansion of the Bank's business. The average volume effect, mainly the growth of loan operations, has brought about constant growth of financial income. On the other hand, these earnings are being partially annulled by the reduction of average rates. Table 73. Int. increase and decrease (Inc. and Exp.) due to changes in Volume and Rates (annual) 2009/2008 R$ million Average Volume (1) Average Rate (2) Net Change (3) Earning Assets Available Funds in Foreign Currency Securities + Interbank Investments on Hedge Loans + Leasing Remunerated Compulsory Deposits Total (87) 8,046 10,120 (495) 18,239 113 (7,192) (2,983) (599) (11,315) 26 854 7,137 (1,094) 6,924 Interest Bearing Liabilities Saving Deposits Interbank Deposits Time Deposits Money Market Borrowing Foreign Borrowing Onlending Financial and Development Funds + Subord. Debt Foreign Securities Borrowing Mortgage-backed Security Total (1,163) (268) (5,129) (2,253) (60) (509) (157) (49) (14) (9,765) 625 (88) 2,259 1,439 6,784 3 114 135 (5) 11,429 (538) (356) (2,870) (814) 6,724 (506) (43) 86 (18) 1,664 (1) (2) (3) Net Change - Average Rate ((Interest Current Period / Balance Current Period) x Balance Previous Period) - (Interest Previous Period) Current Interest - Interest for Previous Period 89 - Banco do Brasil – MDA 4Q09 7.5 Provision for Credit Risk The analysis of the provision for losses included in this chapter already takes into account the figures of Banco Nossa Caixa and Banco Votorantim. Table 74. Net Financial Margin Quarterly Flow R$ million Net Interest Income Allowance for Loan Losses Net Financial Margin 4Q08 7,077 (2,240) 4,837 3Q09 8,320 (3,017) 5,303 Chg. % Annual Flow 4Q09 On 4Q08 On 3Q09 9,268 31.0 11.4 (2,950) 31.7 (2.2) 6,318 30.6 19.1 2008 24,515 (6,799) 17,716 Chg. % 2009 On 2008 33,060 34.9 (11,629) 71.1 21,431 21.0 The net financial margin is obtained by deducting expenses with allowances for loan losses from the net interest income. During 4Q09, Allowance for Loan Losses, even considering the balance in BV (R$ 143.7 million) declined by 2.3%, reflecting the general improvement in the economy in the course of 2009. The improved net interest income is explained above all by the rise in financial intermediation revenues resulting from the inclusion of BV's income figures, which fact added close to R$ 620 million to that item. In a 12-month comparison, the increase seen in the Allowance for Loan Losses is explained by the loan portfolio's expansion (33.8%), the rising default levels owing to world economic issues, and expenses occurred in BV and BNC. The ratio between expenses of provisions and the average total portfolio - both accumulated in 12 months - went from 3.6% in 4Q08 to 4.6% in 4Q09. During 4Q09, the relation between quarterly provisioned expenses and the average loan portfolio for the period was below that witnessed for the preceding quarter, and stood at 1.0%, the same level as on December 2008. Table 75. Allowance for Loan Losses Expenses over Portfolio R$ million (A) Allowance for Loan Losses - Quarterly (B) Allowance for Loan Losses - 12 Months (C) Loan Portfolio (D) Average Portfolio – 3 Months (E) Average Portfolio – 12 Months Expenses over Portfolio (A/D) - % Expenses over Portfolio (B/E) - % 90 - Banco do Brasil – MDA 4Q09 1Q08 (1,534) (5,483) 172,760 166,928 153,211 2Q08 (1,687) (5,934) 190,082 185,059 162,928 3Q08 (1,338) (6,056) 202,201 195,431 174,161 4Q08 (2,240) (6,800) 224,808 218,626 189,144 1Q09 (2,491) (7,757) 228,101 225,528 203,591 0.9 3.6 0.9 3.6 0.7 3.5 1.0 3.6 1.1 3.8 2Q09 3Q09 4Q09 (3,172) (3,017) (2,950) (9,241) (10,919) (11,629) 252,485 265,019 300,829 246,363 257,948 282,405 219,071 234,430 250,888 1.3 4.2 1.2 4.7 1.0 4.6 The figure below details the allowance for loan losses, segregating the minimum provisions required by CMN Resolution 2,682/99 from the total booked. A decrease can be observed in the volume of provisions required, which dropped from R$ 16,167 million in September 2009 to R$ 15,835 million in December 2009. The Total Provision (Required + Additional) also presented decrease (2.4%) in relation to 3Q09, in line with the improvement of the Brazilian economy. Yet in 12 months, growth was of 36.2%, explained chiefly by the loan portfolio's growth (33.8%). Without the BV effect, growth would have been of 31.2% in 12 months, a 3.7% decline as compared to September 2009. R$ million 12,079 13,034 14,892 16,167 15,835 Sep/08 Dec/08 Mar/09 Jun/09 Required Provision 91 - Banco do Brasil – MDA 4Q09 2,903 1,640 719 10,468 Figure 41. Allowances Breakdown 2,867 18,617 1,594 10,694 1,090 857 9,604 10,308 Jun/08 19,070 14,674 11,187 Mar/08 17,759 13,673 11,165 Additional Provision 2,782 Sep/09 Dec/09 Total Provision The loan portfolio's risk level in December 2009 improved if compared to September 2009, 91.6% of transactions were rated at the AA-C risk level, against 91.0% on September 2009 and 90.7% on December 2008. Transactions rated at the AA-C level in the Brazilian Banking Industry ended December 2009 at 91.0%, a level below those witnessed at BB. Table 76. Loan Portfolio by Level of Risk R$ million AA A B C D E F G H Total AA-C D-H Balance 63,828 42,669 73,028 24,404 8,157 2,985 1,237 1,421 7,079 Dec/08 Provision Share % 28.4 213 19.0 730 32.5 732 10.9 816 3.6 896 1.3 619 0.6 995 0.6 7,079 3.1 Balance 69,787 91,274 74,219 24,543 8,964 3,063 1,655 1,413 10,601 Sep/09¹ Provision Share % 24.4 456 32.0 742 26.0 736 8.6 896 3.1 919 1.1 827 0.6 989 0.5 10,601 3.7 Balance 75,508 95,115 79,428 25,449 9,073 2,943 1,715 1,480 10,118 Dec/09¹ Provision Share % 25.1 476 31.6 794 26.4 763 8.5 907 3.0 883 1.0 857 0.6 1,036 0.5 10,118 3.4 BI² 20.7 43.7 17.9 8.6 2.5 1.1 0.9 0.6 3.8 224,808 12,079 100.0 285,517 16,167 100.0 300,829 15,835 100.0 100.0 203,928 20,879 1,676 10,403 90.7 9.3 259,822 25,695 1,935 14,233 91.0 9.0 275,500 25,329 2,033 13,802 91.6 8.4 91.0 9.0 ¹ Banco Nossa Caixa and Banco Votorantim are included ² Prior data from December/2009. The average loan portfolio risk, considering the required provisions, was of 5.3% in December 2009, 40 base points below that witnessed in September 2009, in line with the December 2008 level (date of the worsening world financial and economic crisis) of 5.4% at BB. The past due loans + 15 days of the loans portfolio amounted to R$ 15,457 million, reaching 5.1% of the total portfolio in Dec/09. The past due loans + 60 days reached 3.7%, 90 basis points above that observed in December 2008. The past due loans + 90 days reached 3.3%, lower than the 3.6% recorded in September 2009 and the 4.4% presented by the Brazilian Banking Industry. 92 - Banco do Brasil – MDA 4Q09 Table 77. Delinquency Ratio R$ million 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09¹ 3Q09³ 4Q09 Loan Portfol io 172,760 7,574 4.4 190,082 7,089 3.7 202,201 7,414 3.7 224,808 9,019 4.0 228,101 10,819 4.7 252,485 14,177 5.6 285,517 19,625 6.9 300,829 20,381 6.8 Past Due Loans + 15 days Past Due Loans + 15 days/Loan Portfolio 7,521 4.4 6,899 3.6 7,376 3.6 8,951 4.0 10,692 4.7 13,204 5.2 16,571 5.8 15,457 5.1 Past Due Loans + 60 days Past Due Loans + 60 days/Loan Portfolio 4,907 2.8 5,323 2.8 5,234 2.6 6,267 2.8 7,450 3.3 9,485 3.8 11,838 4.1 11,192 3.7 Past Due Loans + 90 days 4,164 2.4 4,689 2.5 4,471 2.2 5,305 2.4 6,197 2.7 8,299 3.3 10,399 3.6 9,783 3.3 1,164 (422) 742 1.7 1,316 (425) 891 1.9 1,342 (400) 941 1.9 1,229 (467) 763 1.4 1,606 (357) 1,250 2.2 1,888 (802) 1,086 1.7 2,377 (686) 1,691 2.4 3,402 (847) 2,555 3.4 10,694 6.2 142.2 217.9 256.8 11,165 5.9 161.8 209.8 238.1 11,187 5.5 151.7 213.8 250.2 13,673 6.1 152.8 218.2 257.7 14,674 6.4 137.2 197.0 236.8 17,759 7.0 134.5 187.2 214.0 19,070 6.7 115.1 161.1 183.4 18,617 6.2 120.4 166.3 190.3 Loans overdue Past Due Loans/ Loan Portf olio Past Due Loans + 90 days/Loan Portfolio Write-of f Recovery of Writ e-of fs² Net Loss Net Loss/Loan Portfolio - % annualized Provision Allowance/Loan Port folio Allowance/Past Due Loans + 15 days - % Allowance/Past Due Loans + 60 days - % Allowance/Past Due Loans + 90 days - % ¹ Considers BNC. ² Considers credit assignment for R$ 271 million on 2Q09, R$ 119 million on 3Q09 and R$ 242 million on 4Q09. ³ Considers BV. The previous table shows numbers sensitized by BV’s figures. In the 4Q09, excluding BV´s effects, increase of the past due of loan portfolio would be at 6.6%, 280 basis points above that of December 2008. The volume in the past due loans + 15 would total R $ 13,573 million, reaching 4.9% on 4Q09. The past due loans + 60 days was 3.7%, 90 basis points above that of December 2008. The past due loans + 90 days would be 3.3% higher than the 2.4% observed in December 2008. The net loss in 4Q09 was impacted by R$ 141.0 million from BV of which R$ 158.9 refer to write-offs and $ 17.9 million referred to recovery. The following graph shows the monthly behavior of delinquency rates in Banco do Brasil's domestic loan portfolio, without Banco Nossa Caixa and Banco Votorantim, of the past due loans + 15 and + 90. This graph shows us that the delinquency peak took place in August 2009, a change in the growth trend for December 2009. 6.3 5.9 5.2 5.2 5.3 6.0 6.2 5.9 5.6 5.5 5.1 4.0 2.9 3.0 3.1 5.9 3.2 3.5 3.6 3.9 3.6 3.9 3.6 3.5 Jan/09 Feb/09 Mar/09 Apr/09 May/09 Jun/09 Jul/09 Aug/09 Sep/09 Oct/09 Nov/09 Dec/09 ICRED_15 Figure 42. Past due Loans + 15 and 90 days 93 - Banco do Brasil – MDA 4Q09 ICRED_90 The graph below shows the relation between the required provision by the past due loans + 90 of the Bank and of the Banking Industry. In comparison with the Banking Industry (BI), it can be observed that the Bank has a level of provision required that is more than sufficient to cover the past due loans + 90. Considering the total allowance (required + additional), the past due loans + 90 allowance coverage rate ended December 2009 at 173.8%. 234.1 230.6 227.7 219.8 177.3 210.3 186.1 171.5 170.0 175.8 179.4 163.5 155.5 Mar/08 Jun/08 Sep/08 Dec/08 90 Days BB Mar/09 Jun/09 162.2 Sep/09 173.8 156.1 Dec/09 90 Days BI Figure 43. Allowance/Past Due Loans +90 days – BB x BI (%) With the improvement of conjectural indicators of Brazilian economy, the allowance balance decreased in December 2009 in relation to September 2009. The decline of the average risk in BB was of 40 base points from September 2009 to December 2009, as against the 30 base point decline in the Banking Industry, as found in the table below: Table 78. Average Portfolio Risk Sep/08 Average Risk BB Average Risk BI 94 - Banco do Brasil – MDA 4Q09 Dec/08 5.2 5.1 Mar/09 5.4 5.3 Jun/09 5.7 6.6 Sep/09 5.9 7.2 Dec/09 5.7 7.2 5.3 6.9 7.5.1 Retail Loan Portfolio During this quarter the retail loan portfolio was reorganized. The small and micro enterprises portfolio (SMEs) was segregated from retail business and shown separately in a specific chapter (chap. 7.5.2). Hence, the retail portfolio now consists practically of operations with individuals, without taking into consideration the balance of transactions arising from the takeover of BNC and the partnership with BV. The Retail Loan Portfolio grew 32.5% in Dec/09 in relation to the same period in the previous year and 8.6% in relation to September 2009. The operations with the largest impact on this result were Consumer lending (CDC) and Vehicle Financing in the Individual client segment, with increase of 36.8% and 40.8% in the Dec-08/Dec-09 period, respectively. Another factor that contributed towards the growth of the portfolio in the individual segment were the portfolio acquisitions. In the period, only BB (without the consolidation of the figures of BNC and BV) holds a balance of purchased portfolio of R$ 3,003 million in payroll loan portfolios and R$ 2,668 million in vehicle financing portfolios. Table 79. Retail Loan Portfolio by Level Risk R$ million AA A B C D E F G H Total AA-C D-H Dec/08 Balance Provision 124 3,706 19 24,266 243 12,858 386 2,753 275 685 206 416 208 392 275 2,123 2,123 Share 0.3 7.8 51.3 27.2 5.8 1.4 0.9 0.8 4.5 Sep/09 Balance Provision 124 23,684 118 20,003 200 8,946 268 1,558 156 472 142 382 191 332 233 2,236 2,236 Share 0.2 41.0 34.6 15.5 2.7 0.8 0.7 0.6 3.9 Dec/09 Balance Provision 174 26,056 130 21,666 217 9,640 289 1,561 156 511 153 411 206 335 235 2,345 2,345 Share 0.3 41.6 34.6 15.4 2.5 0.8 0.7 0.5 3.7 47,323 3,733 100.0 57,737 3,544 100.0 62,700 3,732 100.0 40,955 6,369 647 3,086 86.5 13.5 52,756 4,981 587 2,957 91.4 8.6 57,535 5,165 636 3,095 91.8 8.2 BNC and BV are not considered 95 - Banco do Brasil – MDA 4Q09 The retail portfolio's average risk in December 2009 declined 10 basis points against the figure recorded in September 2009, and 190 above the same period in 2008. The movement of Allowance for Loan Losses of the retail portfolio is detailed in the table below: Table 80. Changes in the Allowance – Retail R$ million Retail Loan Portfolio Initial Allowance 1 - Risk Migration a) Risk Deterioration b) Risk Improvement 2 – New Transactions 3 – Write-offs Total (1 + 2 + 3): Other Impacts* Final Allowance** Allowance Required by CMN Resolution 2,682 Provision Flow - R$ million a) Added Provision b) Provision Expenses Provision / Portfolio - % Provision Flow / Portfolio - % 3Q08 41,320 2,865 4Q08 47,323 3,127 1Q09 49,864 3,733 2Q09 53,756 3,885 3Q09 57,737 3,511 4Q09 62,700 3,544 394 953 (559) 290 (525) 677 1,228 (551) 272 (487) 751 1,153 (402) 561 (624) 1,109 1,292 (183) 533 (754) 394 1,240 (845) 245 (883) 485 1,292 (807) 259 (799) 159 103 461 145 688 (536) 888 (1,262) (244) 277 (55) 242 3,127 3,127 262 3,733 3,733 606 3,885 3,885 152 3,511 3,511 (374) 3,544 3,544 33 3,732 3,732 987 7.6 0.6 7.9 1.3 7.8 0.3 6.5 (0.7) 6.1 0.1 987 6.0 1.6 * Amortization, settlement, release of installments and debit from charges. Does not consider Banco Nossa Caixa and Banco Votorantim operations. Vintage We present the vintage of the individual loan portfolio in the graphs below. This methodology, known abroad as Vintage, affords greater detailing and closer to the portfolio than traditional indicators. Vintage makes possible to monitor how the default of the set of operations contracted in a particular period behaves over time. In the first graph, for example, the monitoring is performed in the quarterly view. The lines show how the delinquency of operations contracted in each quarter behaved in the subsequent periods. The longer lines, therefore, refer to the oldest monitoring period. In the case of the graphs below, we consider operations overdue for more than 90 days at default, and for determination of the loan portfolio for individual clients, the Overdraft accounts and Credit Card operations and Vehicle financing do not appear in these graphs. The monitoring shows how the operations contracted most recently present a more favorable default curve than those contracted at the beginning of the monitoring. This result mirrors the constant optimization in the credit analysis, concession and monitoring models. 96 - Banco do Brasil – MDA 4Q09 Delinquency 90 days Months crop Figure 44. Quarterly Vintage Delinquency 90 days The second graph contains the vintage with annual periodicity, facilitating the viewing and interpretation of data. The changing curve for the 2004 crop resulted from credit assignments. Months crop Figure 45. Annual Vintage 97 - Banco do Brasil – MDA 4Q09 In the graphs below, we added detailing of the vehicle financing portfolio, segmented by the operation contracting origin: Arena I - operations contracted in the sphere of the Bank's branches; Arena II operations contracted in the sphere of associated vehicle dealerships. Delinquency 90 days In the graph below we emphasize the vehicle financing portfolio contracted by the Bank's branches: Months crop Figure 46. Annual vintage - Vehicle Financing Portfolio - Arena I Delinquency 90 days In this graph we emphasize the vehicle financing portfolio contracted by automobile dealing companies: Months crop Figure 47. Annual vintage - Vehicle Financing Portfolio - Arena II 98 - Banco do Brasil – MDA 4Q09 7.5.2 SMEs Loan Portfolio Since the fourth quarter, we present the SMEs loan portfolio separately. Until 3Q09 this portfolio appeared inside the Retail Portfolio. Foreign trade transactions by MSEs are not included in this portfolio. The SME loan portfolio rose by 30.2% over the last 12 months and 11.8% as against 3Q09. This performance is explained by BB Giro Empresa Flex transactions which rose to R$ 8.4 billion, a 63.4% rise if compared to 4Q08. By late December 2009, transactions rated as AA to C risk levels showed an 80 base-point improvement as compared to September 2009, and accounted for 90.1% of the portfolio's total balance. Table 81. Small and Micro Enterprise Loan Portfolio R$ million AA A B C D E F G H Total AA-C D-H Dec/08 Balance Provision 5,035 8,761 44 13,639 136 624 19 663 66 314 94 204 102 175 123 900 900 Share 16.6 28.9 45.0 2.1 2.2 1.0 0.7 0.6 3.0 Sep/09 Balance Provision 5,107 13,847 69 11,662 117 919 28 969 97 417 125 230 115 287 201 1,874 1,874 Share 14.5 39.2 33.0 2.6 2.7 1.2 0.7 0.8 5.3 Dec/09 Balance Provision 7,350 15,384 77 11,823 118 1,018 31 1,094 109 437 131 309 155 298 208 1,766 1,766 Share 18.6 39.0 29.9 2.6 2.8 1.1 0.8 0.8 4.5 30,316 1,484 100.0 35,311 2,625 100.0 39,478 2,595 100.0 28,060 2,256 199 1,285 92.6 7.4 31,534 3,776 213 2,412 89.3 10.7 71,606 127,828 5,190 10,304 90.1 9.9 BNC and BV operations are not considered The following table details the changes in Allowance for Loan Losses for the SMEs businesses Portfolio: Table 82. Changes in the Allowance – SMEs R$ million Retail Loan Portfolio Initial Allowance 1 - Risk Migration a) Risk Deterioration b) Risk Improvement 2 – New Transactions 3 – Write-offs Total (1 + 2 + 3): Other Impacts* Final Allowance** Allowance Required by CMN Resolution 2,682 Provision Flow - R$ million a) Added Provision b) Provision Expenses Provision / Portfolio - % Provision Flow / Portfolio - % BNC and BV operations are not considered 99 - Banco do Brasil – MDA 4Q09 3Q08 27,648 1,086 4Q08 30,316 1,221 1Q09 31,637 1,484 2Q09 33,294 1,792 3Q09 35,311 2,309 4Q09 39,478 2,625 184 440 (256) 219 (254) 279 592 (313) 154 (285) 366 765 (399) 137 (394) 580 1,017 (437) 213 (412) 387 951 (565) 200 (531) 65 899 (833) 183 (815) 149 (14) 148 115 109 198 381 137 56 260 (567) 537 1,221 1,221 135 1,484 1,484 263 1,792 1,792 308 2,309 2,309 518 2,625 2,625 316 2,595 2,595 (30) 4.4 0.5 4.9 0.9 5.7 1.0 6.9 1.6 7.4 0.9 6.6 (0.1) 7.5.3 Commercial Loan Portfolio The corporate portfolio reflected growth of 8.8% in Dec/09 over Sep/09 and of 18.1% over Dec/08. The business loan portfolio is strongly influenced by the entering into and settlement of operations in material amounts with large clients. At the end of December 2009, operations classified at risk levels AA to C exhibited a downslide of 30 basis points compared to September 2009, representing 96.2% of the total Portfolio. Table 83. Commercial Loan Portfolio by Level Risk R$ million AA A B C D E F G H Total AA-C D-H Dec/08 Balance Provision 25,677 9,871 49 10,897 109 977 29 637 64 112 34 38 19 48 34 166 166 Share 53.0 20.4 22.5 2.0 1.3 0.2 0.1 0.1 0.3 Sep/09 Balance Provision 29,278 8,926 45 10,244 102 2,365 71 826 83 257 77 43 21 95 67 539 539 Share 55.7 17.0 19.5 4.5 1.6 0.5 0.1 0.2 1.0 Dec/09 Balance Provision 33,006 8,940 45 11,123 111 1,929 58 1,266 127 158 47 89 44 85 60 593 593 Share 57.7 15.6 19.4 3.4 2.2 0.3 0.2 0.1 1.0 48,422 503 100.0 52,573 1,005 100.0 57,189 1,085 100.0 47,422 1,001 188 316 97.9 2.1 50,813 1,760 218 786 96.7 3.3 54,998 2,191 214 871 96.2 3.8 BNC and BV operations are not considered The following table details the changes in Allowance for Loan Losses for the Commercial Portfolio. Table 84. Changes in the Allowance – Commercial R$ million Commercial Loan Portfolio Initial Allowance 1 - Risk Migration a) Risk Deterioration b) Risk Improvement 2 – New Transactions 3 – Write-offs 3Q08 44,336 391 4Q08 48,422 421 1Q09 48,367 492 2Q09 49,889 599 3Q09 52,573 838 4Q09 57,189 1,005 13 107 (93) 85 (54) 46 164 (118) 249 (63) 27 225 (198) 86 (60) 278 330 (53) 178 (74) 215 348 (133) 109 (75) 78 373 (295) 233 (180) Total (1 + 2 + 3): Other Impacts¹ 44 (14) 232 (141) 52 54 382 (143) 249 (82) 132 (51) Final Allowance Allowance Required by CMN Resolution 2,682 Changes in the Provision - in R$ million a) Additional Provision² b) Provision Expense Provision / Portfolio - % 421 421 84 492 492 135 599 599 167 838 838 312 1,005 1,005 242 1,085 1,085 260 84 0.9 0.2 17 118 1.0 0.3 167 1.2 0.3 312 1.7 0.6 242 1.9 0.5 260 1.9 0.5 Changes in the Provision - % of Portfolio ¹ Amortization, settlement, release of installments and debit from charges. ² Additional Provision allocated to the agribusiness loan portfolio BNC and BV operations are not considered 100 - Banco do Brasil – MDA 4Q09 7.5.4 Agribusiness Loan Portfolio The agribusiness portfolio grew 3% (Dec/08-Dec/09). In December 2009 the loans ranked at risk levels AA-C accounted for 87.8% of the portfolio, 180 basis points higher than the number presented in December 2008. The relationship between the provisions required (CMN Resolution 2,682) and the balance of operations went from 7.4% in 3Q09 to 7.0% in 4Q09, 40 base points below the results observed in 3Q09 and 50 base points above the results observed in 4Q08. Table 85. Portfolio with and without Roll Over – Agribusiness R$ million AA A B C D E F G H Total AA-C D-H Dec/08 Balance Provision 13,835 13,807 69 19,323 193 7,779 233 3,661 366 1,384 415 385 192 673 471 2,844 2,844 Share 21.7 21.7 30.3 12.2 5.7 2.2 0.6 1.1 4.5 Sep/09 Balance Provision 13,533 19,715 99 17,672 177 7,773 233 3,351 335 1,073 322 491 245 305 214 3,326 3,326 Share 20.1 29.3 26.3 11.6 5.0 1.6 0.7 0.5 4.9 Dec/09 Balance Provision 11,402 18,826 94 18,926 189 8,414 252 3,210 321 1,040 312 411 205 355 249 2,987 2,987 Share 17.4 28.7 28.9 12.8 4.9 1.6 0.6 0.5 4.6 63,690 4,784 100.0 67,237 4,950 100.0 65,571 4,610 100.0 54,744 8,946 496 4,289 86.0 14.0 58,693 8,545 508 4,441 87.3 12.7 57,568 8,003 536 4,074 87.8 12.2 BNC and BV operations are not considered The following table details the changes in Allowance for Loan Losses for the Portfolio Agribusiness. Table 86. Changes in the Allowance – Agribusiness R$ million Agribusiness Loan Portfolio Initial Allowance 1 - Risk Migration a) Risk Deterioration b) Risk Improvement 2 – New Transactions 3 – Write-offs 3Q08 60,524 4,665 4Q08 63,690 4,329 1Q09 63,492 4,784 2Q09 66,775 5,087 3Q09 67,237 5,042 4Q09 65,571 4,950 134 521 (387) 874 (395) 580 889 (309) 1,837 (217) 647 873 (226) 974 (357) 144 774 (631) 1,301 (288) (142) 922 (1,064) 865 (527) (315) 899 (1,214) 564 (944) Total (1 + 2 + 3): Other Impacts¹ 613 (949) 2,201 (1,745) 1,264 (961) 1,156 (1,201) 196 (288) (695) 355 Final Allowance Allowance Required by CMN Resolution 2,682 Changes in the Provision - in R$ million a) Additional Provision² b) Provision Expense Provision / Portfolio - % 4,329 4,329 58 4,784 4,784 673 5,087 5,087 660 5,042 5,042 244 4,950 4,950 435 4,610 4,610 604 99 (41) 7.2 (0.1) 282 391 7.5 0.6 660 8.0 1.0 (332) 576 7.6 0.9 435 7.4 0.6 604 7.0 0.9 Changes in the Provision - % of Portfolio (1)Amortization, settlement, release of installments and charge debt (2)Additional Provision allocated to the agribusiness loan portfolio BNC and BV operations are not considered The average risk of the portfolio is strongly influenced by the operations of 2005 to 2007 crop extended with total balance of R$ 11,743 million. In the following table, the Agribusiness Loan Portfolio is divided in extended and unextended operations. 101 - Banco do Brasil – MDA 4Q09 Table 87. Portfolio with and without Roll Over - Agribusiness Portfolio Without Roll Over AA A B C D E F G H 10,346 17,940 16,484 5,765 1,620 345 158 152 1,098 Allowance for Loan Losses 90 165 173 162 103 79 106 1,098 Total 53,908 1,976 Balance Risk Portfolio with Roll Over 236¹ 0 7 13 80 70 52 612 - 1,056 937 2,472 2,648 1,590 695 253 204 1,889 Allowance for Loan Losses 5 25 79 159 209 126 143 1,889 834 1.5 11,743 2,635 Past Due_90 Past Due 90/ Ballance² Balance Past Due_90 Past Due 90/ Ballance² 33¹ 4 41 140 93 75 690 - 1,044 8.9 (1) Overdue operations at level AA refer to credit with third party risk (2) The delay resulting from overdue operations with third party risk was not included in the calculation of the rate According to the table above, transactions overdue for more than 90 days represent 1.5% of the total unextended portfolio. If we compare this indicator to the extended operations, there is a gap of only 740 basis points. In the table below we present the balances, rate of default 90 days and average risk of the agribusiness portfolio segmented in total portfolio, extended and not extended. 102 - Banco do Brasil – MDA 4Q09 Table 88. Rates of the Agribusiness Portfolio R$ million Loan Portfolio Provision Past Due Loans + 90 days Past Due Loans + 90 days/Loan Portfolio - % Allowance/Loan Portfolio - % Write-Off Extended Operati ons – BB Risk + Third Parties Provision Past Due Loans + 90 days Transactions overdue + 90 days/Total Portfolio (%) Provision/Extended Operations - % Write-Off Unextended Operati ons – BB Risk + Third Parties Provision Past Due Loans + 90 days -% Transactions overdue + 90 days/Unextended operations - % Provision/Unextended Operations - % Write-Off Extended Operati ons – BB Risk Provision Past Due Loans + 90 days -% Transactions overdue + 90 days/Unextended operations - % Provision/Unextended Operations - % Write-Off Unextended Operati ons – BB Risk Provision Past Due Loans + 90 days -% Transactions overdue + 90 days/Unextended operations - % Provision/Unextended Operations - % Write-Off Simulation Operations not Extended without drag effect of Extended Operations a- BB Risk + Third Parties b- Provision Average Risk (b/a) c- BB Risk d- Provision Average Risk (d/c) 4Q08 63,691 4,785 877 1.4 7.5 217 1Q09 63,492 5,087 1,174 1.8 8.0 357 2Q09 66,775 5,042 1,786 2.7 7.6 288 3Q09 4Q09 67,237 65,651 4,950 4,611 2,588 2,146 3.8 3.3 7.4 7.0 527 944 14,445 2,598 259 1.8 18.0 93 14,684 2,755 377 2.6 18.8 177 14,648 2,711 738 5.0 18.5 127 14,278 2,939 1,401 9.8 20.6 371 11,743 2,635 1,076 9.2 22.4 733 49,246 2,186 619 1.3 4.4 124 48,807 2,336 797 1.6 4.8 180 52,127 2,331 1,047 2.0 4.5 162 52,959 2,011 1,187 2.2 3.8 156 53,908 1,976 1,070 2.0 3.7 211 13,102 2,598 259 2.0 19.8 93 13,366 2,755 377 2.8 20.6 177 13,431 2,711 738 5.5 20.2 127 13,077 2,939 1,401 10.7 22.5 371 10,951 2,635 1,076 9.8 24.1 733 46,471 2,186 619 1.3 4.7 93 46,021 2,336 797 1.7 5.1 177 49,315 2,331 1,047 2.1 4.7 127 50,321 2,011 1,187 2.4 4.0 371 52,078 1,976 1,070 2.1 3.8 211 49.246 995 2.0 46.471 995 2.1 48,807 1,093 2.2 46,021 1,093 2.4 52,127 1,243 2.4 49,315 1,243 2.5 52,959 1,209 2.3 50,321 1,209 2.4 53,908 1,219 2.3 52,078 1,219 2.3 In the rate calculation, the delay resulting from overdue operations with third party risk was included in the calculation of the rate BNC and BV operations are not considered The average risk of the extended operations in 4Q09 grew 160 base points, from 22.5% in 3Q09 to 24.1% in 4Q09. CMN Resolution 2682/99, which regulates risk classification and the creation of allowance for loan losses, establishes the maintenance of risk of the operations renegotiated at the same risk level identified at the time of renegotiation. As a result of these rules, renegotiated transactions increased the loan portfolio's average risk. A simulation performed with BB risk transactions, after removing the drag effect caused by extended loans, shows that there would be a 3.8% to 2.3% decline in average risk in 4Q09. 103 - Banco do Brasil – MDA 4Q09 In the agribusiness portfolio without extensions, R$ 1.83 billion refers to third-party risk transactions. Disregarding these operations, the average risk of the unextended portfolio rises from 3.7% to 3.8% in 4Q09 (unextended portfolio) and from 2.26% to 2.34% (unextended portfolio without drag effect), respectively. In the figure below the agribusiness portfolio is segregated in rescheduled and non-rescheduled operations, by appropriation and respective shares. 4Q09* 17.4% 82.6% Cost 34.1% Investiment 49.7% Refinancing 16.3% Cost 34.9% Investiment 60.0% Marketing 5.1% Without Roll Over: R$ 10.9 billion Average Risk:24.1% Without Roll Over: R$ 52.1 billion Average Risk:3.8% • W/O Roll Over Effect:2.3% Portfolio with Roll Over Portfolio without Roll Over * AgribusinessPortfolio without third party risk Figure 48. Stratified Agribusiness Portfolio 104 - Banco do Brasil – MDA 4Q09 7.5.5 Foreign Trade Loan Portfolio The foreign trade finance portfolio recorded a decrease of 22.4% (Dec/08 – Dec/09), partially justified by the 25.5% appreciation of the real against the dollar in the same period. Loans rated at levels of risk AA to C came to 95.8% and those rated as D-H to 4.2% in Dec/09. Table 89. Foreign Trade Loan Porfolio by Level Risk R$ million AA A B C D E F G H Total AA-C D-H Dec/08 Balance Provision 9,255 3,686 18 2,987 30 812 24 104 10 232 70 40 20 44 31 66 66 Share 53.7 21.4 17.3 4.7 0.6 1.3 0.2 0.3 0.4 Sep/09 Balance Provision 6,360 2,574 13 3,414 34 1,637 49 275 28 32 10 27 13 52 36 152 152 Share 43.8 17.7 23.5 11.3 1.9 0.2 0.2 0.4 1.0 Dec/09 Balance Provision 5,511 2,401 12 3,149 31 1,739 52 279 28 48 14 27 14 6 4 201 201 Share 41.2 18.0 23.6 13.0 2.1 0.4 0.2 0.0 1.5 17,225 269 100.0 14,522 335 100.0 13,361 357 100.0 16,739 485 73 197 97.2 2.8 13,985 538 96 239 96.3 3.7 12,800 562 96 262 95.8 4.2 BNC and BV operations are not considered The table below shows the effects of the global risk of the Foreign Trade Loan Portfolio on provisions, the provision vs. portfolio ratio of which pushed from 180 base points of 0.9% in 4Q08 to 2.7% in 4Q09 and 40 basis points in relation to the last quarter. Table 90. Changes in Allowance – Foreign Trade R$ million Foreign Trade Loan Portfolio Initial Allowance 1 - Risk Migration a) Risk Deterioration b) Risk Improvement 2 – New Transactions 3 – Write-offs 3Q08 12,424 134 4Q08 17,225 132 1Q09 17,384 153 2Q09 15,732 294 3Q09 14,522 317 4Q09 13,361 335 (6) 37 (42) 47 (30) 115 132 (17) 95 (16) 15 87 (72) 88 (2) 71 84 (13) 89 (54) 6 66 (60) 89 (30) (62) 96 (157) 161 (70) 12 (172) 194 (62) 101 40 106 (83) 65 (48) 29 (7) 132 132 28 153 153 37 294 294 143 317 317 77 335 335 47 357 357 93 38 (10) 1.1 0.2 16 21 0.9 0.2 143 1.7 0.8 77 2.0 0.5 47 2.3 0.3 93 2.7 0.7 Total (1 + 2 + 3): Other Impacts¹ Final Allowance Allowance Required by CMN Resolution 2,682 Changes in the Provision - in R$ million a) Additional Provision² b) Provision Expense Provision / Portfolio - % Changes in the Provision - % of Portfolio (1)Amortization, settlement, release of installments and charge debt (2) Additional Provision allocated to the Foreign Trade loan portfolio BNC and BV operations are not considered 105 - Banco do Brasil – MDA 4Q09 7.5.6 Foreign Loan Portfolio and Others The table below shows the risk profile of BB’s foreign loan portfolio. In December 2009 the loans ranked at risk levels AA-C accounted for 97.6% of the total portfolio, 10 base points higher than the previous quarter, and 150 base points lower than the same period of 2008. Table 91. Foreign Loan Portfolio by Level Risk R$ million AA A B C D E F G H Total AA-C D-H Dec/08 Balance Provision 9,487 2,725 14 1,672 17 1,092 33 5 0 0 0 9 7 124 124 Share 62.8 18.0 11.1 7.2 0.0 0.0 0.1 0.8 Sep/09 Balance Provision 8,779 3,835 19 1,486 15 293 9 181 18 79 24 116 116 Share 59.4 26.0 10.1 2.0 1.2 0.5 0.8 Dec/09 Balance Provision 10,580 3,370 17 2,638 26 261 8 198 20 103 31 0 0 4 3 114 114 Share 61.3 19.5 15.3 1.5 1.1 0.6 0.0 0.0 0.7 15,115 194 100.0 14,769 201 100.0 17,268 219 100.0 14,977 138 63 131 99.1 0.9 14,394 376 43 158 97.5 2.5 16,849 419 51 168 97.6 2.4 BNC and BV operations are not considered The table below exhibits the rating by risk of the other loans not classified in the Retail, Commercial, Agribusiness, Foreign Trade and Abroad portfolios, plus the loan portfolios of BNC and BV. Table 92. Other Transactions Portfolio – Banco Nossa Caixa and Banco Votorantim (50%) R$ million AA A B C D E F G H Total AA-C D-H Dec/08 Balance Provision 414 113 1 245 2 262 8 335 33 259 78 155 78 80 56 855 855 Share 15.2 4.1 9.0 9.6 12.3 9.6 5.7 2.9 31.5 Sep/09 Balance Provision 6,605 18,694 93 9,739 97 2,610 78 1,804 180 733 220 482 241 342 239 2,359 2,359 Share 15.2 43.1 22.5 6.0 4.2 1.7 1.1 0.8 5.4 Dec/09 Balance Provision 7,485 20,088 100 10,074 101 2,449 73 1,466 147 646 194 467 234 396 277 2,111 2,111 Share 16.6 44.5 22.3 5.4 3.2 1.4 1.0 0.9 4.7 2,717 1,111 100.0 43,368 3,509 100.0 45,182 3,237 100.0 1,033 1,684 11 1,100 38.0 62.0 37,648 5,720 269 3,239 86.8 13.2 40,096 5,086 275 2,962 88.7 11.3 106 - Banco do Brasil – MDA 4Q09 7.6 Fee Income Fee income, which include revenues from services provided and bank fee income (classification defined by the Central bank in 2008), amounted to R$ 3,606 million in 4Q09, an increase of 2.3% in the quarter and of 17.9% over 4Q08. In the YTD, fee income amounted to R$ 13,511 million, recording growth of 14.4% in relation to 2008. We point out that the income figures for this quarter and for 2009 were affected by the consolidation of Banco Nossa Caixa's figures since 2Q09, and those of Banco Votorantim since 4Q09. Banco Nossa Caixa added R$ 287 million in fees in 4Q09 and R$ 900 million in 2009, and Banco Votorantim added R$ 131 million in revenues in 4Q09. After removing these effects, BB's fee income stand alone added up to R$ 3,189 million in 4Q09, a 0.7% slight decline for the quarter, influenced by the extinction of the charging of renewal register fee according to Brazilian Central Bank Circular 3466 dated September 11, 2009, and 4.3% rise as against 4Q08. In the annual comparison, the growth of the revenues from BB stand alone in 2009 reached 5.7%, within the Guidance for the year furnished by the Bank to the market (5% to 8% range). The performance was kept in line with the expansion of the customer base and checking accounts, in addition to the ongoing trajectory of businesses increase, particularly with credit cards, capital market and services related to the checking accounts. Table 93. Fee Income Quarterly Flow R$ million Fee Income Account Fees Loan Fees Credit Card Fees Capital Market Fees Investment Fund Management Fees Collections Interbank Billings Others 4Q08 3,058 836 200 571 31 465 272 124 119 440 3Q09 3,526 983 243 597 79 532 290 120 120 562 Chg. % 4Q09 On 4Q08 On 3Q09 3,606 17.9 2.3 996 19.2 1.3 236 17.7 (3.2) 657 15.1 10.1 70 121.4 (11.6) 540 16.0 1.6 308 13.2 6.1 126 1.8 4.6 133 12.4 10.9 541 23.1 (3.8) Annual Flow 2008 11,811 3,124 856 2,043 134 1,979 1,044 553 443 1,635 2009 13,511 3,743 924 2,394 295 2,024 1,138 485 482 2,026 Chg. % On 2008 14.4 19.8 7.9 17.2 120.5 2.2 9.0 (12.4) 8.9 23.9 Bank fee income, represented by the fees addressed by the Central Bank in Circular 3371, amounted to R$ 892 million in 4Q09. Without the consolidation of Banco Nossa Caixa and Banco Votorantim, these revenues added up to R$ 669 million for the quarter, a 5.4% decline over 3Q09 and of 7.0% over the same period in 2008. It is important to highlight that the classification by product of the table above does not segregate revenues from services from bank fee income. 107 - Banco do Brasil – MDA 4Q09 7.6.1 Revenues from Account Fees The new regulations of the Central Bank that governs the collection of individual fees came into force nd during the 2 . quarter of 2008. Provisions of the Central Bank directly affected the fee income with Loan Operations and Checking Accounts. Account fees amounted to R$ 3,743 million in 2009, which represented an increase of 19.8% over 2008. In 4Q09, these revenues totaled R$ 996 million, an increase of 1.3% over 3Q09 and of 19.2% over 4Q08. The performance of checking account fees has also benefited from the expansion of the current base of checking accounts, which increased 0.3% in 4Q09 and 15.2% in relation to December 2008, whereas a representative portion of this growth in the 12-month period is related to the acquisition of BNC (3.1 million individual accounts and 174 thousand business accounts in December 2009). From a broader perspective, which takes into consideration not only current accounts, but all the clients that have some active business with the Banco do Brasil Conglomerate, such as INSS beneficiaries, saving account holders and clients of other products (including the ones sold to non-account holders through partnerships entered into with retail networks), the total base reaches 52,695 thousand clients. It should also be highlighted that this number is still subjected to adjustments once BB is processing the consolidation of BNC clients. in thousand 32,555 32,657 32,781 1,874 2,192 2,218 2,207 Mar/09 Jun/09 Sep/09 Dec/09 26,157 27,055 28,173 28,494 28,701 1,698 1,775 1,944 1,884 Mar/08 Jun/08 Sep/08 Dec/08 Individuals Figure 49. Checking Account Base 108 - Banco do Brasil – MDA 4Q09 Businesses 7.6.2 Asset Management In the fourth quarter of 2009, Banco do Brasil accumulated R$ 540 million in Investment Fund Management Fees, a growth of 1.6% in relation to the 3Q09, driven by the increase in the average balance of funds obtained, and of 16.0% in relation to 4Q08, variation impacted by the consolidation of BNC's figures. In the YTD, income reached R$ 2,024 million, an increase 2.2% over 2008. BB Administração de Ativos - Distribuidora de Títulos e Valores Mobiliários (BB DTVM), a wholly-owned subsidiary of Banco do Brasil, ended 2009 as leader in the balance of Assets under Management, according to the AMBIMA ranking, with a total of R$ 306.7 billion. At the end of December 2009, BB held a 21.1% market share in fund management against a 20.7% market share in 2008. Please note that these figures still do not include funds managed by Banco Votorantim, totaling R$ 19.1 billion in late December 2009. If 50.0% of the balance managed by BV were to be consolidated, a percentage equal to BB's interest in the latter's total equity capital, Banco do Brasil's market share would rise to 21.7%. R$ billion 19.3 19.4 19.8 241.3 245.9 241.5 20.7 20.9 20.3 21.7 246.3 259.3 293.9 302.6 21.1 306.7 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 Asset Management Market Share - % Figure 50. Asset Management The table below shows the classification of assets under management per customer segment. Since September position, the classification started to include the funds from Banco Nossa Caixa. During the quarter, there was more noticeable growth in the funds obtained from institutional investors and individuals, which increased its relative share of the total funds managed. As for 2008, please note the increase of funding from governments, which share rose from 20.0% to 24.1% by year-end 2009. Institutional customers still represent the main part of the sum managed, with 37.7% of the total. Although the funds obtained from these investors have record growth, its relative share has been decreased in relation to the end of 2008, collaborating to a lower concentration of the Bank's portfolio in the main clients. Table 94. Investment Funds and Managed Portfolios by Customer Chg. % R$ million Institutional Investors Individuals Government Businesses Foreign Investors Total Dec/08 102,526 58,477 49,201 23,721 12,408 Share % 41.6 23.7 20.0 9.6 5.0 Sep/09 107,562 72,469 80,161 29,349 13,102 Share % 35.5 23.9 26.5 9.7 4.3 Dec/09 115,728 74,410 73,793 29,464 13,291 246,334 100.0 302,643 100.0 306,686 Share % On Dec/08 On Sep/09 37.7 12.9 7.6 24.3 27.2 2.7 24.1 50.0 (7.9) 9.6 24.2 0.4 4.3 7.1 1.4 100.0 24.5 1.3 Analyzing the breakdown of funds by types and portfolios, it is possible to observe a rise in the relative share of variable income funds in 4Q09, which is in line with the increase of funding from institutional investors during the quarter, which use to assume greater risks in allocating their investments. In the annual comparison, we notice an increase mostly in the relative share of fixed income funds, a reflex of 109 - Banco do Brasil – MDA 4Q09 the rising of funding from Government and individuals as compared to 2008, which by nature are more conservative when allocating their investments. Table 95. Investment Funds and Managed Portfolios by Type Chg. % R$ million Investment Fund Fixed Variable Multimarket Others Managed Portfolios Fixed Variable TOTAL Dec/08 Share % 235,277 95.5 120,541 48.9 38,215 15.5 44,820 18.2 31,701 12.9 11,057 4.5 7,677 3.1 3,380 1.4 246,334 100.0 110 - Banco do Brasil – MDA 4Q09 Sep/09 289,227 164,250 44,188 44,478 36,312 13,416 11,095 2,321 302,643 Share % 95.6 54.3 14.6 14.7 12.0 4.4 3.7 0.8 100.0 Dec/09 294,622 161,817 49,790 45,048 37,967 12,064 9,919 2,145 306,686 Share % On Dec/08 On Sep/09 96.1 25.2 1.9 52.8 34.2 (1.5) 16.2 30.3 12.7 14.7 0.5 1.3 12.4 19.8 4.6 3.9 9.1 (10.1) 3.2 29.2 (10.6) 0.7 (36.5) (7.6) 100.0 24.5 1.3 7.6.3 Cards Fee income associated with card transactions ended the quarter at R$ 657 million (it’s included BNC’s revenues), reflecting a 10.1% growth as compared to 3Q09 and of 15.1% against the 4T08. Specifically in the case of these revenues, the comparison with the same period of the previous year is recommended, considering that part of the growth in the previous quarter is explained by seasonality, as the increased activity of the trade at the end of the year reflectes in business growth with cards. The total card base, including credit and debit cards, besides those issued through partnerships and for non-account holders, rose to 87.3 million items, a 2.6% increase in the quarter. A 12-month comparison shows that the total BB card base rose by 11.9% by virtue of its organic growth as well as the consolidation with the Nossa Caixa cards, which were included in the BB figures since June 2009. Without the BNC cards, the increase in the BB base for the 12-month period would be 5.2%. Credit Cards (in million) 22.3 24.9 25.0 25.4 25.2 Debit Cards (in million) 27.2 27.5 28.0 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 48.2 51.2 Mar/08 Jun/08 52.0 52.7 53.0 57.0 Sep/08 Dec/08 Mar/09 Jun/09 57.6 59.3 Sep/09 Dec/09 Figure 51. Credit and Debit Cards Besides the increase of the base of credit cards issued Banco do Brasil has also expanded significantly its quantity of transactions and the total sales. For this quarter, billings by cards rose to R$ 25.8 billion, after the consolidation with Banco Nossa Caixa which began as of June 2009, a 8.9% expansion as compared to 3Q09, under the effects of seasonal year-end purchases, and of 33.1% as compared to 4Q08. Under the same comparison base, the number of transactions rose by 21.3% against 3Q09 and by 25.9% against 4Q08. Card revenues for 2009 rose to R$ 88.6 billion, 33.9% above total billings for 2008, and the number of transactions increased by 27.5% as compared to the total for 2008. Considering BB stand alone (without the Nossa Caixa consolidation), card billings rose to R$ 23.7 billion in 4Q09, 7.9% of growth for the quarter and 22.6% if compared to 4Q08. Under the same comparison base, the number of transactions rose by 9.9% in the quarter and by 14.1% against 4Q08. 2009 accrued, card revenues topped R$ 83.3 billion, a 25.8% increase against accrued billings for 2008. Consequence of the satisfactory performance evidenced above, BB has been gaining market share in the indicators monitored by ABECS (Brazilian Association of Credit Card and Service Companies). In total sales the market share climbed from 17.6% in 2008 to 18.7% in 2009. Please note that the billings employed to find this ranking does not consider the BNC figures. 111 - Banco do Brasil – MDA 4Q09 R$ billion 8.9 7.8 9.6 10.7 11.5 6.2 6.4 7.3 8.9 9.7 10.4 10.2 11.6 13.0 14.2 8.3 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 Credit Cards Debit Cards Figure 52. Card Revenues The total revenues obtained with cards, which includes besides the Fee Income (RPS), Financing Revenues, Equivalence Revenues, Other Revenues and Other Services, reached R$ 1,196 million, growth of 3.8% in the quarter and 16.4% in relation to 4Q08. In 2009, cards total revenues amounted R $ 4,473 million, an increase of 24.0% compared to 2008. Table 96. Total Cards Revenues Quarterly Flow R$ million Fee Income - Cards Financing Income Equity Income - Visanet Other Income and Other Services Total Revenues* *Since 4Q09 it is included BNC cards revenues 112 - Banco do Brasil – MDA 4Q09 4Q08 330 496 66 136 3Q09 397 566 103 86 1,027 1,152 Chg. % Annual Flow 4Q09 On 4Q08 On 3Q09 438 32.8 10.4 561 13.2 (0.9) 111 68.6 7.9 86 (36.7) (0.0) 1,196 16.4 3.8 2008 1,165 1,534 473 435 3,607 Chg. % 2009 On 2008 1,507 29.4 2,180 42.1 435 (8.0) 351 (19.3) 4,473 24.0 7.6.4 Collections Revenues from collections reached R$ 308 million in 4Q09, an increase of 6.1% in relation to 3Q09 and of 13.2% in relation to 4Q08. In 2009, these revenues totaled R$ 1,138 million, a 9.0% increase in relation to 2008. A total of 137,2 million bank payment slips were issued in 4Q09 (disregarding BNC's figures), an amount 3.8% higher than 3Q09 and 7.4% above the volume issued in 4Q08. The volume collected entailed an increase of 4.9% and of 9.0%, respectively. Figure 53. BB Billings Volume 113 - Banco do Brasil – MDA 4Q09 3Q08 4Q08 1Q09 2Q09 3Q09 152,645 145,513 132,457 125,562 2Q08 140,065 125,183 1Q08 134,621 119,190 R$ million 4Q09 7.7 Administrative Expenses Table 97. Commercial Income Quarterly Flow R$ million Contribution Margin Administrative Expenses Personnel Expenses Other Administrative Expenses Other Tax Expenses Commercial Income 4Q08 7,534 (4,344) (2,301) (2,043) (45) 3,144 3Q09 8,461 (4,897) (2,693) (2,203) (23) 3,540 Chg. % Annual Flow 4Q09 On 4Q08 On 3Q09 24.3 10.7 9,367 (5,465) 25.8 11.6 23.6 5.6 (2,844) (2,621) 28.3 18.9 (41.2) 13.6 (27) 23.3 9.5 3,876 Chg. % 2009 On 2008 18.9 33,367 (19,185) 24.9 26.7 (10,280) (8,905) 22.9 (28.9) (100) 12.1 14,083 2008 28,058 (15,358) (8,112) (7,246) (140) 12,560 Commercial income represents the Bank’s business earnings after the deduction of the expenses necessary for carrying on the business. An increase of 9.6% was observed in commercial income in 4Q09 in relation to the preceding quarter. There was a 23.4% positive trend in the 12-month comparison. As a result of the recent acquisitions, administrative expenses were affected in 4Q09 by the sums of R$ 265 million from BV and R$ 689 million in connection with BNC. If we disregard the impact of the acquisition, there would be an increase of 3.8% in administrative expenses as compared with 4Q08 and in the annual comparison there would be a rise to 10.0%, in line with the guidance proposed for 2009 (8% to 12%). The graph below shows the development of commercial income as from 2005. 33,060 16,709 12,398 7,648 2005 8,888 18,107 13,020 2006 Fee Income Figure 54. Business vs. Expenses 114 - Banco do Brasil – MDA 4Q09 20,807 24,515 9,902 2007 Net Interest Income 19,185 15,358 13,511 13,448 11,811 2008 2009 Administrative Expenses 7.7.1 Personnel Expenses Personnel Expenses reached R$ 2,844 million in 4Q09, an increase of 23.6% in relation to the same period of 2008, and of 5.6% in relation to the previous quarter. Please note that the takeover of Banco Nossa Caixa added R$ 515.1 million to 4Q09 expenses and that of BV R$ 90.1 million, which sum did not appear in the 4Q08 financial statements. Without considering the effects of the acquisition, growth for 4Q08 would be equal to 3.0% and for 3Q09 would be equal 2.4%. Regarding the annual comparison, 2009 ended with R$ 10,280 million in personnel expenses, 30.1% above those for 2008, if the acquisitions were not considered, the growth would reach 11.8%. Table 98. Personnel Expenses Quarterly Flow R$ million Personnel Expenses Salaries Benefits Social Charges Training Pension Fund Remuneration for Counselors and Directors Administrative Personnel Provisions 4Q08 3Q09 Chg. % 4Q09 Annual Flow On 4Q08 On 3Q09 2008 Chg. % On 2008 2009 (2, 301) (2,693) (2,844) 23.6 5.6 (7,904) (10,280) 30.1 (1, 298) (1,258) (1,360) 4.8 8.1 (4,015) (5,060) 26.0 (315) (382) (423) 34.6 10.8 (1,197) (1,486) 24.2 (456) (464) (616) 35.1 33.0 (1,372) (1,912) 39.3 (31) (19) (28) (8. 3) 46.0 (74) (73) (0.7) - (47) (111) - 137.5 - (232) - (9) (193) (14) (510) (15) (291) 62.9 50.5 7.0 (43.0) (17) (1,228) (50) (1,468) 187.1 19.5 The rise in personnel expenses occurred chiefly due to the 8.8% average salary readjustment in 2008 and 6.0% in 2009. The base-date for bank employees' collective wage agreement is September. From 4Q08 there was also an average increase of 8,865 staff members in BB. Mar/08 Jun/08 Sep/08 115 - Banco do Brasil – MDA 4Q09 Employees Interns Jun/09 Sep/09 103,971 9,917 113,888 10,293 104,139 114,432 9,943 113,401 Mar/09 103,458 89,534 9,291 98,825 7,966 Dec/08 Total Figure 55. Changes in Workforce 88,972 96,938 9,543 85,392 94,935 9,475 84,258 93,733 9,384 83,417 92,801 The figure below describes the growth of the total BB staff. By late December 2009, Banco do Brasil had 113,888 employees, a number 17.5% above that for the same month in 2008, due to the BNC acquisition, and 0.5% below September 2009. Dec/09 7.7.2 Other Administrative Expenses Other G&A Expenses attained R$ 2,621 million in the fourth quarter of this year, growth of 28.3% in twelve months and of 18.9% in comparison with the preceding quarter. Without other administrative expenses arising from BNC (R$ 382.3 million) and BV (R$ 174.8 million), growth for 4Q09 would have been 4.8% over 4Q08 and 12.7% over 3Q09. An annual comparison shows a 22.9% rise in 2009 over 2008, which would have been of 7.9% without the effects of the acquisitions. Table 99. Other Administrative Expenses Quarterly Flow R$ million Other Administrative Expenses Telecommunications and Data Processing Amortization and Depreciation Security. Guard and Transport Services Expenses with Premises and Equipment Marketing and Public Relations Expenses with Outsourced Services Other Administrative Expenses 4Q08 3Q09 Chg. % 4Q09 Annual Flow On 4Q08 On 3Q09 2008 2009 Chg. % On 2008 (2, 043) (2,203) (2,621) 28.3 18.9 (7, 246) (8,905) 22.9 (427) (215) (514) (253) (618) (269) 44.7 25.3 20.1 6.5 (1, 734) (761) (2,076) (998) 19.7 31.2 (284) (255) (183) (331) (295) (127) (355) (339) (186) 25.0 33.0 1.5 7.3 14.7 46.8 (1, 095) (922) (482) (1,280) (1,185) (534) 16.9 28.5 10.8 (348) (330) (334) (350) (396) (458) 13.6 38.7 18.6 30.9 (1, 149) (1, 103) (1,348) (1,483) 17.3 34.5 Among the items found in other administrative expenses, the most expressive ones are communications and data processing expenses. During this quarter, in addition to contractual renewals, there were R$ 30 million in expenses from BV, which fact weighed on the 20.1% increase in 4Q09 over 3Q09. The annual overview shows that expenses arising from Besc/Bep affected only the last three months of 2008 and influenced the comparison base, in addition to the expenses with the acquisitions of BNC and BV. This item's growth in 2009 was of 19.7% over 2008. In other administrative expenses, which rose by 30.9% over 3Q09, the main expenses for 4Q09 constituted philanthropic contributions (R$ 16.5 million). In addition, in this period the expenditures with employee events increases. The annual overview shows a 34.5% increase over 2008, with adjustments in the companies' consolidation also influencing the income figures. The 28.5% (2009/2008) rise in expenses with property and goods for use was a result of the Besc/Bep takeover, the increase in points of service, and readjustments in rental agreements. 116 - Banco do Brasil – MDA 4Q09 7.7.3 Distribution Network With national coverage and presence in 3,552 Brazilian municipalities (64% of the total), besides overseas branches located in 23 countries, Banco do Brasil has the largest network of branches in Brazil. At the end of Dec./09, the Bank's distribution network comprised 17, 929 points of service. The background performance of the BB conglomerate's distribution network now includes the BNC’s points of service since June 2009 (in December, BNC added 1,542 points of service, 566 of which are branches). Until September, the BNC network service was informed by that bank, and since the incorporation in November, the information started to be processed in the BB corporate systems. The difference in concepts adopted in Banco do Brasil and in Banco Nossa Caixa led to an increase in the SAA and PAE network, as found in the table below. Table 100. Distribution Network Mar/08 Branches PAA PAB PAE SAA PAP Total* Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 4,024 4,052 4,077 4, 342 4,354 4, 928 4,958 4,897 187 1,251 5,935 188 1,249 5,911 184 1,225 5,969 187 1, 389 6, 055 182 1,360 6,061 182 1, 734 6, 102 179 1,729 6,094 178 1,697 6,529 3,925 2 3,951 2 3,980 3 3, 987 4 4,248 2 4, 262 2 4,272 2 4,626 2 15,324 15,353 15,438 15, 964 16,207 17, 210 17,234 17,929 The Bank's distribution network is divided into 5 types of points of service, besides the branches: PAA – Advanced Service Post: is a point of service intended for towns lacking banking services. They have a small staff and electronic services; PAB – Banking Service Post: this type of unit is located inside the premises of companies or government offices. This service structure requires one employee and electronic services; PAE – Electronic Service Post: the structure of services is exclusively electronic; SAA – Self-Service Room: exclusively electronic structure of services, installed in the main areas of the branches; and PAP – Payment and collection post: points of service comprised by employees and automated teller machines located mainly in government offices (town halls); North Retail 247 Wholesale 2 Govern 7 High Income 2 5.2% 20.7% Midwest Retail 395 Wholesale 5 Govern 5 High Income 13 South Retail 997 Wholesale 22 Govern 3 High Income 12 Figure 56. Total Distribution Network 117 - Banco do Brasil – MDA 4Q09 Northeast Retail 1,001 Wholesale 7 Govern 9 High Income 10 8.4% 43.6% 22.1% Southeast Retail 2,067 Wholesale 45 Govern 5 High Income 42 To render an excellent service and improve the level of satisfaction of clients, Banco do Brasil segments its customer base according to each profile and relationship, developing adequate strategies for each segment. The Retail distribution network, main element responsible for the relationship with Individual clients and Micro and Small Businesses (MSEs), ended the quarter with 4,786 branches, 44% of this total located in the southeast region. Moreover, in the delivery of services to individuals, BB makes available its network of bank correspondents that serve the clients of BB without using the Bank's infrastructure, releasing the branch network to focus on business. At the end of 4Q09, Banco do Brasil relied on a total of 9,591 correspondent banks, including 3,452 points of service that belonged to Banco Popular do Brasil and 804 correspondent banks from Banco Nossa Caixa. In relation to the Wholesale market, the service network is comprised by 82 branches, segmented by annual revenues, and that served 42.4 thousand customers in this quarter, figure 5.8% higher than that attended in the same quarter of 2008. Most of the network is located in the Southeast (56%) and South (27%) regions of Brazil with the largest concentration of large companies. Table 101. Wholesale Pillar Branches Corporate Business Industry Over R$ 90 million From R$ 10 to R$ 90 million Commerce Over R$ 150 million From R$ 15 to R$ 150 million Services Over R$ 150 million From R$ 15 to R$ 150 million The Government market, comprised by direct administration, federal entities, foundations and public companies, was comprised by 29 agencies, whose business focus is the relationship with the Federal Government and the State and Municipal spheres, encompassing the Executive, Legislative, and Judicial Authorities. The strategy of working in this market has ensured appropriate solutions for the specific aspects of each one of the niches of its segment, by means of an innovative approach, materialized in the proposal of new products and services, such as the exclusive electronic bidding service. The overseas network is comprised by 45 facilities located in 23 countries (13 branches, 8 subbranches, 11 representation offices, 7 subsidiaries, 4 associated subsidiaries, 1 shared service unit and 1 business unit). In order to supplement this structure, Banco do Brasil has an agreement with other foreign financial institutions to serve its clients: at the end of last December, there were 1,372 banks acting as BB's correspondent banks in 144 countries. 118 - Banco do Brasil – MDA 4Q09 Table 102. Distribution Network Abroad Br anche s Sub-br anche s Re pre s e ntative Subs idiar ie s and Br anch Office s Office s A ssuncion Cidade do Leste Caracas Buenos A ires Gif u Cidade do México Frankf urt Gunma Dubai Grand Cayman Hamamatsu Hong Kong La Paz Ibaraki Lima Banco do Brasil Securities LLC BB Leasing Company Ltd. BA MB Brazilian A merican Merchant Bank BB Securities Ltd. Londres London Nagano Luanda BB USA Holding Company Madrid Nagóia Montevidéu BB Money Transf ers, Inc. Miami Santa Cruz de La Sierra Panamá Milan Seul New Y ork Washington Paris Xangai Santiago Tokyo 119 - Banco do Brasil – MDA 4Q09 Banco do Brasil A G Banco do Brasil A G Branch Of f ice in Portugal Cascais Banco do Brasil A G Branch Of f ice in Portugal Marquês de Pombal Banco do Brasil A G Branch Of f ice in Portugal Parque das Nações Banco do Brasil A G Branch Of f ice in Portugal Porto Share d Se rvice s Units BB USA Servicing Center Bus ine s s Units Rome 7.7.4 Automated Channels Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 45,442 43,772 43,976 40,543 39,714 39,918 38,766 38,692 Banco do Brasil’s self-service network represents a strategic differential, offering an extensive range of services to BB client, besides supporting the cost control strategy of the institution. In December 2009, BB’s network in Brazil relied on 45,442 automated teller machines (ATMs), being 3,685 ATMs from Nossa Caixa. The acquisition of BNC and the incorporation of the BESC system explain the increase of 5,728 terminals as compared with December 2008. Dec/09 Figure 57. Automated Teller Machines The ATM's are responsible for the processing of an expressive portion of the total banking operations performed by Banco do Brasil. In September 2009, 95.8% of the cash withdrawals, 80.0% of the checkbooks delivered, 74.8% of the deposits and 68.4% of the receipts of bills and contractual payments passed through the ATM network. Besides the cashiers at the branches and the ATMs, Banco do Brasil offers several other options for access to banking services, such as: Internet, Financial Manager (an Internet banking tool for businesses), POS equipment (credit and debit card machines at the commercial establishments), telephone, fax, and mobile banking (WAP). At the end of September, BB had approximately 1,1 million clients capable of using the mobile banking service, responsible for 31,5 million transactions in the quarter, and 9,3 million clients capable of using the internet channel. Banco do Brasil, in partnership with Visa, is the only bank to operate with Visa Mobile Pay technology in Latin America, which allows the clients of BB to pay for purchases using their mobile phones. This technology, combined with the mobile banking services already offered, confirms the Bank's vanguard position in banking technologies. 120 - Banco do Brasil – MDA 4Q09 The figure below presents the percentage of transactions processed by each one of the main customer service channels made available by Banco do Brasil. In December, the automated channels were accountable for 92.0% of the total transactions. 90.5 90.5 2.3 9.2 9.5 5.9 8.5 9.5 19.3 91.1 90.1 91.3 91.1 92.2 92.0 19.0 5.8 8.7 9.9 20.2 6.1 10.9 8.9 19.3 6.3 9.5 8.7 18.4 5.9 8.8 8.9 18.6 5.9 8.8 7.8 18.6 6.4 11.2 8.0 19.3 16.0 14.4 14.9 14.3 16.3 19.1 21.1 15.4 40.5 42.7 40.6 40.6 40.7 38.7 37.8 39.6 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 ATM Cash Automated Transactions Figure 58. Costumer Access Options - % 121 - Banco do Brasil – MDA 4Q09 Internet Individuals POS Internet Businesses COBAN and Others 7.7.5 Productivity – Coverage Ratios We present below the main existing productivity ratios for the analysis of a financial institution. The coverage ratio of personnel expenses reached 124.6% in 4Q09, opposed to 121.2% on 3Q09 and 125.8% in 4Q08. As for the Cost Income Ratio, that reached 44.4% in 4Q09, better than the 44.6% registered in 3T09 and a slight improve comparing to the 45.7% from 4T08. It is important to highlight that, comparing with the indexes observed in 2008, the Nossa Caixa consolidation must be awared, which didn’t show indexes as favorable as BB did. Table 103. Coverage Ratios – without extraordinary items R$ million Fee Income Administrative Expenses Personnel Expenses Fee Income / Personnel Exp.¹ Fee Income / Administ. Exp.² 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 2,933 3,058 2,943 3,436 3,526 3,606 3,660 1,933 3,877 2,131 3,972 2,178 4,571 2,430 4,128 2,231 4,937 2,506 5,153 2,909 5,469 2,894 150.8 79.6 136.4 74.9 134.6 73.8 125.8 66.9 131.9 71.3 137.1 69.6 121.2 68.4 124.6 65.9 Service Revenues / Personnel Expenses 150.8 1Q08 2Q08 134.6 3Q08 125.8 131.9 4Q08 1Q09 137.1 121.2 2Q09 3Q09 124.6 4Q09 Service Revenues / Administrative Expenses 79.6 1Q08 74.9 2Q08 73.8 3Q08 66.9 71.3 4Q08 1Q09 Figure 59. Coverage Ratios – without Extraordinary Items 122 - Banco do Brasil – MDA 4Q09 4Q09 2,905 ¹ In the calculation of this ratio Labor Lawsuits are included, ² In the calculation of this ratio Legal Risk is included (Legal Claims and Labor Lawsuts), 136.4 3Q09 2,915 69.6 68.4 2Q09 3Q09 65.9 4Q09 Table 104. Cost Income Ratio – without extraordinary items R$ million Operating Income (A) Gross Income from Financial Intermediation Allowance for Loan Losses Fee Income Equity Int. in the Results of Subs. and Affil. Income f/ Insurance, Pension & Capit. Op. Other Operating Revenues Other Operating Expenses Administrative Expenses (B) Personnel Expenses Other Administrative Expenses Cost Income Ratio (B/A) - % 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 8,415 8,686 10,003 9,839 11,673 11,558 12,315 3,476 3,816 3,667 1,932 3,294 3,240 4,460 5,829 1,603 1,744 1,367 3,892 2,654 3,865 2,928 2,950 2,915 2,905 2,933 3,058 2,943 3,436 3,526 3,606 (88) (271) 496 707 (90) (576) (275) (49) 101 220 218 353 303 471 392 408 1,394 1,976 1,401 1,764 2,359 4,659 3,162 2,298 (1,272) (1,975) (1,396) (1,702) (1,625) (3,422) (2,635) (2,726) 3,798 3,944 4,134 4,602 4,134 4,937 5,153 5,469 1,933 2,131 2,178 2,430 2,231 2,506 2,909 2,894 1,866 46. 7 1,813 46.9 1,956 47.6 2,172 46.0 1,903 42.0 2,431 42.3 2,244 44.6 2,575 44.4 Cost Income Ratio – % 45.0 46.1 45.7 45.7 1Q08 2Q08 3Q08 4Q08 42.0 42.3 44.6 44.4 1Q09 2Q09 3Q09 4Q09 Figure 60. Cost Income Ratio – without Extraordinary Items 123 - Banco do Brasil – MDA 4Q09 4Q09 8,128 The following figures show how the network and employees improvements have been more than compensated by the business expansion and customers basis, which reflects to the productivity indexes. Assets per Employee – R$ thousand 5,990 313 5,281 4,827 4,439 317 6,221 5,992 5,377 4,463 Checking Accounts per Employee 309 308 306 305 307 300 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Mar/08 Sep/09 Dec/09 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 Employees / (Branches + PAA + PAB) 17.3 17.0 17.1 Mar/08 Jun/08 16.4 Sep/08 Dec/08 16.8 16.6 Mar/09 Jun/09 16.7 16.8 Sep/09 Dec/09 Credit Portfolio / Points of Services Service Revenues / Points of Services 190.2 14.1 14.1 14.7 15.4 189.2 190.0 16.8 11.3 12.4 13.1 15.4 15.4 16.0 16.2 17.2 17.2 17.9 15.3 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 Points of Service Credit Portfolio / Points of Service – R$ million 15.4 15.3 15.4 Mar/08 Jun/08 191.5 16.0 Sep/08 Dec/08 181.6 148.6 153.6 17.2 17.2 151.4 17.9 16.2 Mar/09 Jun/09 Sep/09 Dec/09 Points of Service Service Revenues / Points of Service - R$ thousand Personnel Expenses per Employee – R$ thousand Checking Accounts / (Branches + PAA + PAB) 5,100 5,252 5,490 5,133 5,186 5,077 5,079 5,166 43.9 21.6 23.6 Mar/08 Jun/08 23.0 Sep/08 25.1 Dec/08 Mar/09 Figure 61. Other Productivity Ratios 124 - Banco do Brasil – MDA 4Q09 25.3 25.9 Jun/09 Sep/09 27.4 Dec/09 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 7.8 Operating Income Table 105. Operating Income Quarterly Flow R$ million Commercial Income Legal Risk Legal Claims Labor Lawsuits Other Operating Income Eq Int. in Results of Subs. and Affil. Other Operating Income / Expenses Other operating income Other operating expenses Operating Income 4Q08 3Q09 Chg. % 4Q09 Annual Flow On 4Q08 On 3Q09 2008 2009 Chg. % On 2008 3,144 3,540 3,876 23. 3 9.5 12,560 14,083 12.1 (226) (97) (256) (40) (4) 46 (98.4) - (98. 6) - (722) (161) (502) (242) (30.5) 49.8 (129) (542) (3) (216) (590) 17 (49) (960) 24 (61.7) 77. 1 - (77. 1) 62.6 47.1 (560) (2, 198) (97) (260) 185 51 (53.6) - (539) 1,230 (1, 769) (607) 1,313 (1,920) (985) 1,463 (2,448) 82. 7 18. 9 38. 4 62.2 11.4 27.5 (2, 102) 3,698 (5, 799) 134 8,036 (7,902) 117.3 36.3 2,375 2,694 2,912 22. 6 8.1 9,639 13,766 42.8 The Operating Income of Banco do Brasil ended 2009 at R$ 10,736 million, disregarding Previ’s effects, which represents an increase of 11.4% in relation to 2008. In the quarterly analysis, this line ended 4Q09 at R$ 2,912 million, an increase of 8.1% in relation to 3Q09 and of 22.6% in relation to the same period of 2008. The operating income is determined with a basis on the Commercial Income, plus the results of two major lines: "Legal Risk" and "Other Operating Income (Expenses)". During 4Q09, BB concluded its improvement of the methodology to calculate provisions in connection with labor and civil claims. As of 4Q09 the balance of provisions was defined in a manner to cover the average sums actually paid by the Bank in lawsuits of the same nature (until that time provisions were defined based on the sum required by claimants). For this reason, the legal risk line ended 4Q09 at (R$ 4 million), a 98.6% decrease over the preceding quarter and of 79.2% over 4Q08. The account "Other Operating Income (Expenses)" comprises the items "Equity Interest in Results of Subsidiaries and Affiliated Companies", and "FX Other Operating Income/Expenses". In the 4Q09, there was an R$ 378 million increase (negative) in this last account. The key factor responsible for this item's change was consolidation with Banco Votorantim, which in 4Q09 resulted in - R$ 276 million for Other Operating Income (Expenses), amount already proportional to the BB”s participation and that includes commissions paid to agents who work in loan concession. Comparing the years of 2009 and 2008, the “FX Other Operating Income/Expenses” results was driven by the increase of $ 390 million in expenses with premiums paid to customers, besides R$ 3,030 million from Previ, the acquisition of Banco Votorantim (see above), the acquisition of the BNC and the accounting of goodwill from acquisitions and strategic partnerships. Since 2Q09, BB is influenced by the accounting of goodwill for the acquisition of BNC, and since from 4Q09 the expenses by the accounting of goodwill for the acquisition of BV. The accounting of goodwill is not performed in a linear fashion due to improvements in models that measure the expectation of future earnings with strategic transactions, so that its value may change over time, maintaining relationship with the expectation of these companies’ results. Regarding the other companies of the conglomerate, there was no accounting of goodwill in the quarter. With the restructuring of the security area, companies that were controlled by BB BI came to be controlled by the holdings "BB Aliança Participações” and “BB Seguros Participações”. Unlike BB BI, these other two companies are regulated by Law 11,638, which does not require accounting of goodwill arising from the expectation of future results. 125 - Banco do Brasil – MDA 4Q09 Table 106. Accumulated Amortization R$ million Banco Nossa Caixa Final balance for the period Accumulated amortization Amortization expenses for the period Banco Votorantim Final balance for the period (*) Accumulated amortization Amortization expenses for the period Other expenses of the Conglomerate Final balance for the period Accumulated amortization Amortization expenses for the period 2Q09 3Q09 4Q09 3, 659 4,957 4,961 (40) (81) (61) (40) (40) 21 - 434 444 - - (4) (4) 581 487 487 (71) (47) (95) (23) (95) - The following table shows BB's intangible assets that include the payroll acquired from third party and the softwares acquired/developed. Table 107. Intangible R$ million Rights due to payroll acquisition Initial Balance Amortization expenses for the period Other (1) Acquisitions Final Balance (a) Acquisition/development of software Initial Balance Amortization expenses for the period Acquisitions Other (1) Final Balance (b) Balance ( a+ b) 2Q09 3Q09 6, 032 (371) 4Q09 4,896 (380) 4,785 (403) (891) 9 (10) 125 260 933 4, 896 4,785 5,305 155 232 297 (10) (12) (15) 88 73 90 (1) 4 0 232 297 372 5, 128 5,082 5,677 (1) Among other itens, this line comprises the amounts registered due to the acquisition and/or incorporation of other institutions, according to the stake owned by Banco do Brasil. 126 - Banco do Brasil – MDA 4Q09 7.9 Net Value Added The table Net Value Added shows how Banco do Brasil’s income is made up of the generation of value from each of the Bank’s businesses, and then shows a breakdown of the distribution of these proceeds. The point of view used is the gross financial margin, which includes financial intermediation income and expenses, without allowances for loan losses. Table 108. Net Value Added R$ million Net interest income Income from Non-Financial Products Fee Income Investment Fund Management Fees Loans Billings Collections Credit Cards Fees Insurance Others Insurance – Brokerage Insurance – Results Others Fee Income Equity Interest in Results of Subs.and Affiliates Res. from Insurance, Pension Plan and Cap.Operations Other Operational Revenues Non Operation Income Value Added Distribution of Value Added (Except Shareholders) Operational Revenues Allowance for Loan Losses Other Operational Income Personnel Expenses Personnel Expenses Statutory Profits Sharing Administrative Expenses Tax Expenses Taxes on Sale Other Tax Expenses Income and Social Contribution Taxes Extraordinary Items Value Added to Shareholders Quarterly Flow 4Q08 3Q09 4Q09 Chg. % On 4Q08 On 3Q09 Annual Flow 2008 2009 Chg. % On 2008 7,077 8,320 9,268 31.0 11.4 24, 510 33,060 34.9 2,513 2,813 2,918 16.1 3.7 9, 756 10,894 11.7 836 983 996 19.2 1.3 3, 124 3,743 19.8 465 532 540 16.0 1.6 1, 979 2,024 2.2 200 272 243 290 236 308 17.7 13.2 (3.2) 6.1 929 1, 044 924 1,138 (0.5) 9.0 119 120 133 12.4 10.9 443 482 8.9 571 597 657 15.1 10.1 2, 042 2,394 17.2 50 49 48 (2.8) (1.1) 195 189 (3.4) 2,130 2,461 2,606 22.4 5.9 6, 965 12,330 77.0 56 63 61 8.0 (3.7) 193 241 25.2 150 196 170 12.9 (13.3) 817 709 (13.2) 489 649 627 28.4 (3.4) 1, 862 2,376 27.6 (154) (181) (145) (5.8) (19.9) (912) (684) (25.0) 353 392 408 15.4 4.0 892 1,574 76.4 1,230 1,313 1,463 18.9 11.4 3, 700 8,036 117.2 5 29 22 351.9 (22.8) 413 78 (81.1) 11,720 13,594 14,792 26.2 8.8 41, 231 56,284 36.5 (8,775) (11, 616) (10,637) 21.2 (8.4) (32,428) (43, 106) 32.9 (4,009) (2,240) (4, 937) (3, 017) (5,398) (2,950) 34.6 31.7 9.3 (2.2) (12,598) (6,800) (19, 531) (11, 629) 55.0 71.0 (1,769) (1, 920) (2,448) 38.4 27.5 (5,798) (7, 902) 36.3 (2,628) (3, 139) (3,156) 20.1 0.5 (9,623) (11, 456) 19.0 (2,430) (2, 909) (2,894) 19.1 (0.5) (8,672) (10, 540) 21.5 (198) (230) (262) 32.7 13.9 (951) (916) (3.8) (2,140) (2, 244) (2,575) 20.3 14.8 (7,408) (9, 146) 23.5 (1,316) (1, 511) (1,845) 40.1 22.1 (4,917) (6, 288) 27.9 (589) (760) (965) 63.7 26.9 (2,362) (3, 149) 33.3 (170) (23) (27) (84.4) 13.6 (140) (100) (28.9) (557) 1,318 (727) 215 (853) 2,336 53.4 77.2 17.4 988.7 (2,416) 2, 118 (3, 039) 3,315 25.8 56.5 2,944 1,979 4,155 41.1 110.0 8, 803 13,178 49.7 The Added Value is the sum of the Net Interest Income, which represented a share of 62.7% in the composition of the added value in 4Q09, Income from Non-Financial Products (19.7%) and Others (17.6%). Over the past quarters, the Net Interest Income has achieved higher growth than the Other Revenues, for which reason it increased its relative share in the composition of Net Value Added. In turn, the added value for shareholders is the difference between the added value and its distribution among the various accounts included in the above table. The line with the greatest share (among those comprising distribution, except for shareholders) is the block of Risk and Operating Expenses, which accounted for 50.6% of the distributions in 4Q09, compared to 45.7% in the same quarter of 2008. It should be noted that, since the second half of 2008, with the worsening of the international financial crisis, BB has been strengthening its reserves (the expenses with provisions are among the main elements in Operating and Risk Expenses). 127 - Banco do Brasil – MDA 4Q09 8 – Risk Management 8.1 Risk Management In this disclosure of results, the tables and graphs presented on this chapter are not impacted by the accounting information of Banco Votorantim (BV), unless otherwise stated. Accordingly, the term BB Consolidated is defined as Banco do Brasil in Brazil and abroad, including Banco Nossa Caixa (BNC) and excluding Banco Votorantim (BV). 8.1.1 Market Risks Introduction BB uses statistical methodologies to measure the market risks of its positions. Among the metrics resulting from the use of these methodologies, it is worth highlighting: • Sensitivities; • Value at Risk (VaR); • Stress. By using sensitivity metrics, simulations are made of the effects in the exposure values arising from changes in interest rate levels. VaR is a measurement used to estimate the maximum expected loss, under normal market conditions, put into monetary values on a daily basis and considering a certain confidence interval and time horizon. To measure VaR, Banco do Brasil adopts a Background Simulation method and the following parameters: • 99% of one-tailed confidence interval • 252 retrospective scenarios of daily shock factors and • an investment time horizon of one business day. The risk factors used to measure VaR for market exposure risks are rated in the following classes: • • • • interest rates; exchange rates; share prices; and goods (commodities) prices. Performance of the VAR metrics is assessed every month by applying a backtesting procedure. This assessment is separated from the VaR metric development and its procedures. In conclusion, BB uses the Stress metrics arising from simulations of its exposure subject to market risks under extreme conditions, such as financial crises and economic upheavals. Stress Tests are intended to size plausible impacts or events, but unlikely to occur, in the regulatory and economic capital requirements. Stress Tests cover exposure simulations, retrospective and based on background series of shocks in market risk factors, as well as of a forward-looking nature, supported on projections of economic and financial scenarios. Policies The Policy on Market and Liquidity Risk and the Policy on the Use of Derivative Financial Instruments approved by the Board of Directors, are part of the strategic documentation regarding the BB's market and liquidity risk management. 128 - Banco do Brasil – MDA 4Q09 These documents are intended to establish guidelines to be complied with in the Company's business decisions involving market and liquiduity risk, dealing with quantitative aspects as well as the metrics used and the interest rate risk reference parameter, and also qualitative aspects such as the hedging policy, scope of management, and segregation of functions. Structure In accordance with CMN Resolution 3,464, of 6.26.2007, financial institutions should implement a structure for the management of market risk segregated from the business units and from the unit executing the internal audit activity, and compatible with the nature of transactions, the complexity of products and the dimension of exposure to market risk of the institution. The Bank has a market risk management structure represented by the Risk Management Directorship (Diris), compatible with the Bank's nature of transactions, and totally segregated from the business units and the Internal Audit unit. One of the main responsibilities of Diris in market and liquidity risk management is the proposition of policies, guidelines, methodologies and limits of market risk, as well as the identification, assessment, monitoring and control of the market and liquidity risk of the Financial Group, the identification and monitoring of the market and liquidity risk of the other companies that form the Economic/Financial Consolidate. Foreign Exchange Exposure Banco do Brasil adopts the policy of managing its foreign currency exposure so as not to generate capital requirement for its coverage. Below, we present the statement of foreign currency assets and liabilities referenced to the American dollar of BB Consolidated. The net exchange position, at 12/31/2009, is a liability for US$ 1,323 million, th which reflexts the Bank’s tax hedge strategy adopted, according to Bacen’s Circular 3,389, of June 25 , 2008. The tax hedge is to reduce the volatility of the income, after tax effects, considering that the gains from foreign exchange variation on abroad investments are not taxed and, similarly, the losses do not generate a deduction in the tax rate. As a result, any change in the exchange rate takes effect on the account that records the exchange liabilities contrary to the effect recorded in the investment account, for instance, the effect of exchange rate changes will tend to a null result, in line with our policy. 129 - Banco do Brasil – MDA 4Q09 Table 109. Balance in Foreign Currency R$ million BALANCE SHEET ASSETS LIABILITIES 57,178.30 60,864.73 5,104.16 5,519.47 147.18 185.71 3,605.32 2,280.06 9.18 31.35 8.93 144.14 533.34 66,197.21 69,414.66 (3,217.45) CURRENCY U.S. Dollar Euro Pound Sterling Yen Swiss Franc Gold Ohters Total Net Position - Equity CURRENCY BALANCE SHEET LONG U.S. Dollar Euro Pound Sterling Yen Swiss Franc Gold Total Net Position - Derivative SHORT 22,800.02 5,640.57 125.13 3,499.24 1.03 170.13 32,236.12 912.77 25,036.05 5,291.28 66.27 2,135.26 620.03 33,148.89 Total Net Position (2,304.68) Total Net Position - in U.S. Dollar (1,323.60) Banco do Brasil Considated foreign exchange exposure calculated according to Bacen Circular 3,389, of th st June 25 ., 2009, was R$ 512.9 million at December 31 ., 2009. The chart that follows shows the quarterly behavior of BB Consolidated’s foreign exchange exposure in relation to the Referential Equity (RE) since March, 2008. Changes in Foreign Exchange Exposure in % of PR 5.00% 4.00% 3.30% 3.00% 0.08% 2.01% 1.04% 0.28% 0.22% 2.40% 2.00% 1.77% 1.23% 0.09% 1.21% Exposure % Current Basket Exposure % Other Currencies Figure 62. Changes in Foreign Exchange Exposure 130 - Banco do Brasil – MDA 4Q09 Jun/09 Mar/09 Dec/08 Sep/08 Mar/08 Jun/08 0.69% 0.00% 0.11% 0.14% “ G “ Portion 1.06% 0.77% Dec/09 0.34% 1.00% Sep/09 2.00% 0.18% Balance Sheet by Index We present below the composition of assets and liabilities, including derivatives, of BB Consolidated, detailed by index: R$ billion Assets Liabilities 184.6 338.0 139.7 Fixed 140.9 CDI/TMS/FACP IRP/TBF/TR 138.4 51.2 Price Index TJLP 6.2 16.7 US$/Gold Without Index 31.3 31.4 Assets: Tax Credit; Permanent Liabilities: Equity; Adm. Pro.; Float. 86.1 83.0 40.7 6.0 73.6 33.4 Total R$ 700.6 bi Figure 63. Composition of Banco do Brasil's assets and liabilities in the country The chart below shows Banco do Brasil’s net mismatches, by index in Brazil. 21.91% R$ billion – 12.31.2009 153.5 1.51% 10.6 0.18% 1.3 0.02% 0.1 -3.2 -0.46% -34.7 -4.96% -40.3 -87.3 -5.75% -12.45% Fixed Price Index Figure 64. Net Position 131 - Banco do Brasil – MDA 4Q09 CDI/TMS/FACP TJLP US$/others S/INDEX PL/others IRP/TBF/TR Value at Risk The figure below shows a Box-Plot analysis of the Consolidated BB Value at Risk (VaR – without BNC and BV), since the first quarter of 2008 and shows the crisis behavior in the period in a graphical manner: 1,400,000 1,200,000 1,000,000 800,000 600,000 400,000 200,000 0 1Q 2008 2Q 2008 3Q 2008 4Q 2008 1Q 2009 2Q 2009 3Q 2009 4Q 2009 Figure 65. Financial Consolidated BB VaR The following table describe the BB Consolidated minimum, average, and maximum VaR observed on the following periods: Table 110. Consolidated BB VaR Period Jan to Dec/2008 Jan to Dec/2009 132 - Banco do Brasil – MDA 4Q09 Minimum R$ thousand Maximum Average 89,426 389,597 212,117 647,895 652,740 1,301,299 The following table presents the Banco do Brasil Box-Plot analysis of the Foreign Network’s VaR since the first quarter of 2008. 120,000 100,000 US$ thousand 80,000 60,000 40,000 20,000 0 1Q 2008 2Q 2008 3Q 2008 4Q 2008 1Q 2009 2Q 2009 3Q 2009 4Q 2009 Figure 66. Consolidated Foreign Network's VaR The following table describes the Foreign Network's minimum, average, and maximum VaR for the following periods: Table 111. Foreign Network's VaR Period Jan to Dec/2008 Jan to Dec/2009 133 - Banco do Brasil – MDA 4Q09 Minimum US$ thousand Maximum Average 14,349 9,049 21,842 59,429 41,887 101,679 BB Trading portfolio For management purposes, Banco do Brasil separates trading operations from the others, establishing its own strategies and limits. The groups shown below, International and Domestic Trading, are subdivisions of the Trading Portfolio (Bacen Circular 3,354). The illustration below shows a Box-Plot analysis of the International Trading portfolio's VaR since the first quarter of 2008. 1,000 900 800 US$ thousand 700 600 500 400 300 200 100 0 1Q 2008 2Q 2008 3Q 2008 4Q 2008 1Q 2009 2Q 2009 3Q 2009 4Q 2009 Figure 67. VaR for the International Trading Portfolio The table below sets out the average, minimum and maximum VaR of the international trading portfolio observed in the periods shown: Table 112. International Trading Porfolio’s VaR Period Jan to Dec/2008 Jan to Dec/2009 134 - Banco do Brasil – MDA 4Q09 Minimum US$ thousand Maximum Average 218 220 600 338 952 495 The illustration below shows a Box-Plot analysis of the Domestic Trading portfolio's VaR since the first quarter of 2008. 6,000 5,000 R$ thousand 4,000 3,000 2,000 1,000 0 1Q 2008 2Q 2008 3Q 2008 4Q 2008 1Q 2009 2Q 2009 3Q 2009 4Q 2009 Figure 68. VaR for the Domestic Trading Portfolio The following table describes the Domestic Trading portfolio's minimum, average, and maximum VaR for the following periods: Table 113. Domestic Trading Porfolio’s VaR Period Jan to Dec/2008 Jan to Dec/2009 135 - Banco do Brasil – MDA 4Q09 Minimum R$ thousand Maximum Average - 657 2,012 3,792 5,280 Sensitivity to Interest Rate We present below a table containing the inventory of operations sensitive to the variations in the interest rates, allocated by risk factor and by interest rate repricing period, of BB Consolidated: Table 114. Sensitivity to Interest Rate – 12/31/2009 Assets Fixed CDI/TMS Inflation TR/IRP TJLP US$/ME Total - Earning Assets Liabilities Fixed CDI/TMS Inflation TR/IRP TJLP US$/ME Total - Interest Bearing Liabilities Gap Accumulated Gap Accumulated Gap as % Assets (Earning Assets) 136 - Banco do Brasil – MDA 4Q09 R$ million 0 338,050 140,990 16,714 51,171 31,381 82,845 661,151 40,368 < 1 Mo 177,416 140,990 621 19,963 1 > 3 Mo 17,425 16,714 51,171 30,760 17,372 3 > 6 Mo 24,164 9,110 6 > 12 Mo 32,843 7,979 1 > 3 Yrs 56,410 17,845 338,990 133,442 33,274 40,822 74,255 (113,878) (139,725) (509) (18,887) (272,999) (14,358) (6,166) (138,430) (30,744) (13,875) (203,572) (5,748) (9,054) (14,802) (7,345) (14,276) (21,621) (13,749) (14,538) (28,287) (9,299) (15,515) (24,814) 65,991 65,991 (70,130) (4,139) 18,472 14,333 19,201 33,534 45,968 79,502 15,554 95,056 19.5% -52.6% 55.5% 47.0% 61.9% > 3 Yrs 29,792 10,576 38.5% (164,377) (139,725) (6,166) (138,430) (31,253) (86,145) (566,096) 95,055 14.4% 8.1.2 Liquidity Risk Banco do Brasil maintains levels of liquidity that are adequate for the institution's commitments assumed in Brazil and abroad, resulting from its broad and diversified depositor base and the quality of its assets, the capillarity of its network of overseas branches and of access to the international capital market. Stringent control over liquidity risk is in accordance with the Market and Liquidity Risk Policy established for the BB Consolidated, fulfilling the requirements of national banking supervision and of the other countries where the Bank operates. Management instruments adopted in the BB Conglomerate are: • Short, Medium and Long Term Liquidity Forecasts, • Liquidity Risk Limits, and • Liquidity Contingency Plan. Short, Medium and Long-term Liquidity Forecasts permit the evaluation of the effect of mismatching between funding and investments, with the objective of identifying situations that could compromise the institution's liquidity, taking into consideration the budget planning of the institution, as well as market conditions. Regarding, liquidity risk limits, the Liquidity Reserve is utilized in short term liquidity management of the domestic and international areas, being the minimum level of assets of high liquidity to be maintained by the Bank, compatible with the exposure to risk resulting from the characteristic of its operations and from the market conditions. The Liquidity Reserve is utilized as a parameter for the identification of a liquidity crisis situation and to deploy the Liquidity Contingency Plan, being monitored on a daily basis. Dec/08 Jan/09 Feb/09 Mar/09 Apr/09 May/09 Average Liquidity Jun/09 Jul/09 Aug/09 Sep/09 Oct/09 Nov/09 Dec/09 Liquidity Reserve Figure 69. Liquidity Reserve - Domestic Treasury Still regarding liquidity risk limits BB utilizes, in the planning and execution of its annual budget, the indicator of Availability of Free Funds (DRL), which aims to guarantee a balance between funding and resources application from the commercial portfolio and to ensure the financing of liquidity with structural resources. A DRL limit is defined annually by the Global Risk Committee (CRG), and its monitoring takes place on a monthly basis, employed to guide the budget's planning in accordance with the targets for funding and commercial loans, and with the liquidity managing process as determined by the Board of Directors. 137 - Banco do Brasil – MDA 4Q09 Dec/08 Jan/09 Feb/09 Mar/09 Apr/09 May/09 Jun/09 Jul/09 Aug/09 Sep/09 Oct/09 Nov/09 Dec/09 Annual Limit Monthly DRL Figure 70. DRL Indicator After the implementation of the liquidity re-composition plan in June 2008, resulting in the adaptation of the DRL limit to that year, CRG established a new limit for 2009, with a view to the business strategy and the market conditions. During this period, comfortable liquidity conditions are witnessed in the Institution's structural liquidity as measured by this indicator. Jan/09 Feb/09 Mar/09 Apr/09 May/09 Jun/09 Average Liquidity Jul/09 Aug/09 Sep/09 Oct/09 Nov/09 Dec/09 Liquidity Reserve Figure 71. Liquidity Reserve - International Treasury The actions and steps to be taken in a liquidity crisis are defined in the Liquidity Contingency Plan. This Plan will be activated when the sum shown or the Liquidity projection points to levels below the Liquidity Reserve's pre-defined limit. 138 - Banco do Brasil – MDA 4Q09 8.1.3 Credit Risk Structure In Banco do Brasil, the credit risk management structure is composed of a Risk Management Directorship, a Credit Directorship, an Operating Assets Restructuring Directorship. The Risk Management Directorship, by appointment of the Board of Directors, is responsible for the Bank's credit risk management. This structure is in accordance with CMN Resolution 3721 dated April 30, 2009. The investor relations page in BB's website shows in detail information on the management structure and the credit risk management process. Credit Risk Management With the intention of fulfilling the demands of Basel II and aligned with best risk management practices, BB developed its own methodology for the determination of risk components: Expected Delinquency Frequency (FEI), Loss Given Default (LGD), exposure to credit risk, which are inputs for the measurement of the Economic Capital (EC) and of the Expected Loss (EL). The internal model for measuring the VaR of credit has its theoretical grounds based on the actuarial approach, used in the banking industry. The VaR of the loan portfolio is associated with a distribution of added loss for a given level of confidence. The mean value of this distribution is the Expected Loss, which represents how much the Bank expects to lose on average in a given period of time, the protection of which is performed by means of provision. The Economic Capital, which is associated with Unexpected Loss, is determined by the difference between VaR and EL. For this portion the Bank protects itself through the allocation of capital required for risk coverage. Frequency % Reliance Level (%) EL Economic Capital VaR Losses - $ Figure 72. Measuring and management instruments The distribution of aggregate loss is obtained utilizing the following risk components as data input: FEI, LGD and exposure subject to credit risk. 139 - Banco do Brasil – MDA 4Q09 The measurement of the VaR of Credit provides subsidies for the appraisal of risk and return of the Bank's loan portfolio, and for the process of establishment of limits for the loan portfolio. Its evaluation has helped in the decision-making process of the Bank, bringing historical information and permitting an analysis of the risk behavior trend. Furthermore, its use has proved extremely valuable in the dissemination of the credit risk management culture at the Bank. As regards the evaluation of the return, the values of EL and EC serve as inputs for the calculation of the Risk-Adjusted Return on Capital (RAROC). The use of RAROC is intended to subsidize important decision-making processes at the Bank. Its tracking in the historical perspective for the portfolios analyzed has allowed the assessment of risk and return to be present in the decisions of the Institution. In addition to the use of techniques for identification and measuring of risks, BB monitors and controls the credit risk concentration in terms of risk exposure and commitment of the Referential Equity (RE). The Bank developed a credit risk concentration control method, analyzing the interrelation among the various economic sectors that comprise the business loan portfolio. This model evaluates the credit risk concentration of the borrowers. BB also has other management tools of credit risk appraisal, with an emphasis on: • • • • • Macrosectoral limits for the Business segment; QIP - Quality Index of the Portfolio - qualitative and quantitative indicator of the portfolio. The delinquency concept follows the precepts defined by CMN Resolution 2682/99; Delinquency Rates of 15 and 90 days - correspond to the division of the balance overdue for more than 15 and 90 days, respectively, by the balance of the portfolio; Budget of credit risk - corresponds to the projection of Allowance for losses to form the annual budget of BB; and Credit risk management reports - systematic monitoring and projections for the loan portfolio from different views. In the regulatory sphere, special emphasis is placed on the publication of Resolution nº 3721 on 4/30/2009, which establishes guidelines for implementation of the credit risk management structure at Financial Institutions and other institutions licensed to operate by Bacen and Release nº 18365, of 4/22/2009, which presents the preliminary criteria for use of the approaches based on internal models, topics that already comprise the Bank's process of preparation for the new guidelines established in the scope of Basel II. 140 - Banco do Brasil – MDA 4Q09 Concentration BB's amplified Loan Portfolio, formed by the foreign and domestic loan portfolio, guarantees granted and Private Securities, in addition to BNC and BV portfolio, totaled R$ 320,696 million in December 2009. In December 2009, 24.0% of the amplified loan portfolio was concentrated in the 100 largest borrowers. It should be noted, however, that for information on the concentration of the portfolio are set apart the amount of BNC and BV. Table 115. Concentration of the Loan Portfolio on the 100 Largest Borrowers R$ million Balance 2nd to 20th 21st to 100th Period 1st Customer Balance Balance 100th largest Balance Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 1.5 2.3 2,467 4,185 9.8 8.6 16,299 15,539 10.1 10.2 16,911 18,394 21.3 21.2 35,677 38,118 2.3 4,658 10.6 21,222 10.4 20,965 23.3 46,844 2.3 4,811 10.5 22,505 9.9 21,113 22.7 48,429 2.4 5,576 11.2 26,644 10.3 24,454 23.9 56,675 2.6 6,204 10.9 26,190 10.7 25,800 24.2 58,194 2.5 6,201 10.9 26,950 10.0 24,681 23.3 57,832 2.7 2.5 6,951 8,070 11.4 10.8 29,927 34,776 10.0 10.6 26,078 34,137 24.1 24.0 62,956 76,983 Does not consider Banco Nossa Caixa and Banco Votorantim operations. Period Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 Portfolio Colateral Securities Total 160,739 4,689 1,679 167,107 172,760 190,082 202,201 5,864 6,582 7,132 1,431 3,965 4,284 180,055 200,629 213,617 224,808 228,101 8,220 7,899 4,175 4,662 237,203 240,662 235,400 245,712 300,829 8,600 10,155 9,875 3,900 5,748 9,992 247,900 261,615 320,696 The ratio between the exposure of the largest borrower and the Referential Equity Amount ended December 2009 in 13.9%, as per the table below: Table 116. Concentration of the Loan Portfolio of the 100 Largest Borrowers % in relation to RE Period Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 1st Customer Balance 2nd to 20th Balance 21st to 100th Balance 100th largest R$ million Balance 7.1 11.5 13.8 2,467 4,185 4,658 46.7 42.7 62.7 16,299 15,539 21,222 48.5 50.6 61.9 16,911 18,394 20,965 102.2 104.8 138.4 35,677 38,118 46,844 13.4 12.6 4,811 5,576 62.5 60.4 22,505 26,644 58.7 55.4 21,113 24,454 134.6 128.5 48,429 56,675 13.0 6,204 55.0 26,190 54.2 25,800 122.1 58,194 12.4 13.5 13.9 6,201 6,951 8,070 53.8 58.2 59.7 26,950 29,927 34,776 49.3 50.7 58.6 24,681 26,078 34,137 115.5 122.3 132.1 57,832 62,956 76,983 141 - Banco do Brasil – MDA 4Q09 The amplified business loan portfolio, disregarding BNC and BV loan portfolio, totaled R$ 169,649 million in December/2009. The largest concentration is in transactions contracted with companies from the Oil macro sector that corresponds to 10.7% of the amplified business portfolio, growth of 28.5% in the last 12 months. The distribution of the Loan Portfolio Economic Macro Sectors is shown in the table below: Table 117. Concentration of the Loan Portfolio by Macro-sector R$ million Macro-sector Oli Foodstuffs of Vegetable Origin Metalworking and Steel Services Foodstuffs of Animal Origin Automotive Building Electricity Transport Telecommunications Retail Trade Textile and Garments Paper and Pulp Electrical and Eletronic Goods Other Activities Agricultural Consumables Chemicals Timber and Furniture Wholesale Trade and Sundry Ind. Beverages Leather and Shoes Total Internal Loan Portfolio Abroad Loan Portfolio Garantees Securities Total Dec/08 Share % Sep/09 Dec/09 14,131 10.0 17,359 11.1 18,159 13,838 14,224 9.8 10.1 15,612 15,471 10.0 9.9 15,598 15,254 9,044 8,287 8,790 6.4 5.9 6.2 13,826 10,311 9,122 8.9 6.6 5.9 12,935 10,589 9,837 6,213 7,405 7,015 4.4 5.3 5.0 8,202 7,821 7,389 5.3 5.0 4.7 7,094 9,774 10,155 7,268 5,378 5.2 3.8 6,355 6,229 4.1 4.0 6,674 7,190 5,457 5,493 5,621 3.9 3.9 4.0 5,753 5,441 5,216 3.7 3.5 3.3 6,208 6,327 5,813 3,644 4,804 2.6 3.4 4,555 4,181 2.9 2.7 7,115 4,930 4,132 2,751 2,433 2.9 2.0 1.7 3,736 3,011 2,773 2.4 1.9 1.8 4,128 3,160 2,993 3,009 1,751 140,686 2.1 1.2 100.0 1,823 1,720 155,907 1.2 1.1 100.0 3,912 1,806 169,649 115,191 15,106 8,220 4,175 125,108 14,896 10,155 5,748 132,410 17,371 9,875 9,992 142,693 155,907 169,649 Does not consider Banco Nossa Caixa and Banco Votorantim operations. 142 - Banco do Brasil – MDA 4Q09 Share % Chg. % Share % On Dec/08 On Sep/09 10.7 28.5 4.6 9.2 12.7 (0.1) 9.0 7.2 (1.4) 43.0 (6.4) 7.6 6.2 27.8 2.7 5.8 11.9 7.8 14.2 (13.5) 4.2 5.8 32.0 25.0 6.0 44.8 37.4 3.9 (8.2) 5.0 4.2 33.7 15.4 13.8 7.9 3.7 3.7 15.2 16.3 3.4 3.4 11.4 4.2 95.3 56.2 2.9 2.6 17.9 (0.1) 10.5 2.4 1.9 14.9 5.0 1.8 23.0 7.9 30.0 114.5 2.3 1.1 3.2 5.0 100.0 20.6 8.8 8.1.4 Operating Risk Introduction The structure of Banco do Brasil's operating risk management is composed of a Risk Management Directorship, Directorship of Internal Controls, and Security Management Directorship, according to CMN Resolution 3380, which governs on the implementation of an operating risk management structure. Information about the management structure and operating risk management process can be found in more detail on BB's Internet page, investors relations website. In order to meet the Basel II implementation schedule, in accordance with the Release 19.028 of the Central Bank of Brazil (BACEN), of October 29, 2009, which provides for the use of advanced models as from 2013, as well as the guidance defined by the Central Bank of Brazil in Release 19.217, regarding determination of Required Referential Equity, the Bank has been carrying out actions aimed at the adoption of an internal operating risk model which enables more accurate management and fulfills the requirements established by the Regulator. During the fourth quarter, we emphasize the implementation during the fourth quarter of 2009 of a monitoring and analysis procedure for operating risk scenarios. In order to manage operational risk, Banco do Brasil, follows the best market practices, monitors operating risks through key risk indicators, operational loss exposure limits and a systematized internal database. Key Risk Indicators (KRI's) KRI is a tool that supports operational risk management. It is comprised of one or more combined and interrelated variables that is (are) an integral part of an operating process, with behavior expected according to predefined rules, and whose variation indicates greater or lesser exposure to the operational risk. At BB they are used with the objective of identifying weak points associated with the critical operating processes and to assist in the proposition of operating loss mitigation actions. During the fourth quarter of 2009, the KRI implemented by BB had their cause-effect relation with actual loss reviewed, in order to contribute more in mitigating operating losses. Operating Loss Exposure Limits In order to ensure an effective management of operating risks, Banco do Brasil employs operating loss exposure limits, which are intended to establish the limits acceptable to the Bank for operating losses, which are remitted for examination every month by the Operating Risk Sub-Committee and Global Risk Committee (GRC). In this respect, the BB created the Operating Loss Global Limit in order to allow operating loss management based on statistically pre-established tolerance levels, and to allow the detection of weaknesses associated with processes likely to cause significant losses. The table below presents the monitoring of BB's operational loss, and also includes the losses of BNC as from the third quarter of 2009, divided by loss event category, in percentages. 143 - Banco do Brasil – MDA 4Q09 Table 118. Monitoring of Operational Loss Loss Event Category Labor Issues Business Failures External Fraud and Theft Process Failures Physical Assets Damage Internal Frauds System Failures Activities Interruption 4Q08 1Q09 2Q09 3Q09 4Q09 40.4% 41.9% 45.2% 39.1% 39.5% 32.2% 14.5% 16.3% 22.1% 35.1% 11.0% 18.2% 16.6% 18.0% 13.3% 11.6% 19.8% 12.9% 11.8% 10.3% 3.4% 4.6% 5.3% 4.1% 0.4% 1.4% 0.9% 3.5% 4.8% 1.3% 0.0% 0.0% 0.1% 0.0% 0.2% 0.0% 0.2% 0.0% 0.1% 0.0% The Bank also defines specific limits in order to reduce the level of exposure and to guarantee the adoption of mitigation actions at a lower level of granularity. The limit for foreign branches, the specific limit for losses with credit cards and the limit for self-service channels merit special emphasis. The latter, during the fourth quarter of 2009, had its methodology reviewed, so that in addition to giving priority to loss-reduction actions, it began to assess the effectiveness of the security technical tools implemented for the ATM, POS, Personal Internet, Withdrawals Abroad, CABB, Cell Phones, Lotteries, 24hr Banking, ATM (CEF), and Financial Manager 4 channels. . 4 ATM: Automated Teller Machines; POS: Storeowner debit terminal; CABB: Call Center Banco do Brasil; Lottery Ticket Sales Outlets: withdrawals performed at lottery ticket sales outlets; ATM (CEF): Terminals of CEF shared with BB. 144 - Banco do Brasil – MDA 4Q09 8.2 Capital Structure 8.2.1 Shareholders’ Equity Banco do Brasil’s Shareholders' Equity at year-end 2009 was of R$ 36,119 million, a sum 20.6% above the same period in the previous year and 7.3% above September 2009. The growth of shareholders' equity in the last 12 months was due to the incorporation of the Results. Table 119. Shareholders’ Equity R$ million Shareholders’ Equity Capital Reserves MTM – Securities and Derivatives (Shares in Treasury) Retained earnings (accumulated losses) P&L Accounts 145 - Banco do Brasil – MDA 4Q09 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 25,407 26,371 27,889 29,937 30,859 32,360 33,661 36,119 13,212 13,212 13,699 13,780 13,780 18,549 18,549 18,567 10,131 13,101 12,762 15,990 15,771 13,626 13,311 17,313 85 58 (33) 199 124 216 324 270 1 1,978 - 0 1,461 (31) - (31) 1,215 (31) - (31) 1,509 (31) - 8.2.2 Regulatory Capital The implementation of the rules of Basel II in Brazil, especially in relation to the capital requirement, produced several modifications in the method of measuring capital to bear the risks inherent to banking activities. The implementation schedule of Basel II in Brazil was officialized by the Brazilian Central Bank - Bacen by means of Communication 12,746, of 12.9.2004, and subsequently adjusted by Communication 6137, of 9.27.2007. This agenda was built in phases, initially establishing, as regards capital requirement, the use of a standardized approach (defined by Bacen), and at the end, the use of advanced models. On th October 29 ., 2009, BACEN, through Release 19.028, adjusted the schedules previously disclosed, with a view to supplementing the measures and procedures required for proper implementation of Basel II in Brazil. To regulate the transition from Basel I to Basel II (standardized approach), Bacen published several rules about capital requirement (Pillar I), process of supervision and transparency of information (Pillars II and III). Referential Equity Amount (RE) On 02.28.07, CMN approved alterations in the rules for definition of the RE (Referential Equity) of financial institutions by means of Resolution 3444, revoking CMN Resolution 2837, of 05.30.2001. On the same date, BACEN published Circular 3343/2007, which refers to the procedures to be adopted in the request for categorization of borrowing instruments at Tier I and Tier II of RE. 5 6 The RE is formed by the sum of the Tier I and Tier II portions, being deducted the asset balances represented by the following funding instruments issued by the financial institution: stock, hybrid capital and debt instruments, subordinated debt instruments and other financial instruments described in CMN Resolution 3444/2007, art. 12 and art. 13, § 3. According to CMN Resolution no. 3444/2007, for purposes of RE composition, the value of preferred shares issued with a redemption clause having an original term of less than ten years, increased by the value of subordinated debt instruments (DS), is limited to 50% of RE Tier I (art. 14, clause III). On the other hand, the amount of hybrid capital and debt instruments (IHCD) is limited to the RE Tier I value, being deducted the existing DS amount and its remaining issue margin (art. 14, clause I). In December 2009, the IHCD margin available to compose RE was of R$ 17,0 billion, whereas for issue of DS the same was of R$ 3.4 billion. Required Referential Equity (RRE) CMN Resolution 3,490, of 8.29.2007, established the Required Referential Equity (RRE) concept to substitute the Required Shareholders' Equity (RSE) concept, revoking exhibit IV of CMN Resolution 2099/1994, and other rules concerning the topic. The RRE was henceforth comprised of the following six portions: RRE = PEPR + PCAM + PJUR + PCOM + PACS + POPR Where: PEPR - portion referring to the exposures weighted by the FPR assigned thereto; PCAM - portion referring to the risk of exposures in gold, in foreign currency and in operations subject to exchange variance; PJUR - portion referring to the risk of operations subject to the variation of interest rates and classified in the trading book, as provided for by Resolution 3,464, of 06.27.2007, where n = number of the different 5 Tier I = it is determined by the sum of the values corresponding to the net equity, to the credit income accounts balances and to a blocked account deposit to cure capital deficiency, excluded the items mentioned in Bacen Resolution 3.444/2007, art. 1, § 1, clause I to VI. Tier II – it comprises the sum of the values corresponding to revaluation reserves, contingency reserves and special profit reserves related to nondistributed statutory dividends, increased by values corresponding to hybrid capital and debt instruments, subordinated debt instruments and other items described in CMN Resolution 3.444/2007, art. 1, § 2, clauses I and II. 6 146 - Banco do Brasil – MDA 4Q09 portions relating to the risk of operations subject to the variation of interest rates and classified in the trading book; PCOM - portion referring to the risk of operations subject to the variation of the price of commodities; PACS - portion referring to the risk of operations subject to the variation of the price of shares and classified in the trading book, as provided for in Resolution 3,464, of 06.27.2007; POPR - portion referring to the operational risk. The reviews in the Referential Equity (RE) were incorporated by BB in July 2007. As regards the Required Referential Equity (RRE), the rule started to be required as of 07.01.2008. The following information is in compliance with the regulation in effect. 147 - Banco do Brasil – MDA 4Q09 Performance In December 2009, Banco do Brasil's Referential Equity reached R$ 58,264 million, 34.3% over that observed in December 2008 and 13.2% above September 2009. Table 120. BIS Ratio – Financial Conglomerate R$ million Referential Equity Amount – RE Level I Capital Capital Increase Retained earnings (accumulated losses) Capital reserves Revenue reserves Reavaluation reserves Mark-to-Market – Securit. And Derivatives Treasury shares Accumulated Earnings or Losses Corporate Profit Sharing Income accounts Tax Credit excl. RE's Tier I – Res.3059 Deferred Assets Mark-to-market Additional Provision Hybrid Capital and Debt Instruments - Tier I Tier II Subordinated debt Hybrid Capital and Debt Instruments Inst of Cap. Issued by IF with FPR of 100% Revaluation reserves Mark-to-market Financial Instruments Excluded from RE RSE/RRE Credit Risk(1) Market risk(2) Operating Risk(3) Surplus/(insufficiency) of RE K Coefficient % Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 35,934 33,231 35,271 43,391 47,644 50,087 51,456 58,264 25,022 13,212 - 22,455 13,212 - 23,954 13,699 - 31,201 13,780 - 32,915 13,780 - 35,218 18,549 - 36,121 18,549 - 41,068 18,567 - 1 - 0 - - - - - 0 - - - - - - - 10,131 13,101 12,762 15,990 15,771 13,626 13,311 17,313 (6) (6) (7) (7) (15) (14) (7) (7) 85 58 (33) 199 124 216 324 270 - - - (31) (31) - - - - 1 - - (0) 834 (31) 787 (31) 21 (31) 0 1,978 - 1,461 - 1,215 - 1,509 - (22) (3,743) (3,702) (22) (22) (22) (22) (22) (253) (303) (352) (513) (562) (638) (291) (242) (104) 134 126 (29) (97) (121) (144) (85) - - - 1,835 1,918 2,867 2,903 2,782 - - - - - - - 2,524 10,913 10,776 11,317 12,190 14,729 14,869 15,335 17,196 10,385 10,745 11,209 11,729 14,342 14,653 15,230 17,078 870 780 938 1,145 1,134 956 871 853 - - - - - - - - 6 6 7 7 15 14 7 7 104 (134) (126) 29 97 121 144 85 (452) (620) (711) (720) (859) (875) (917) (827) 26,925 26,178 29,235 28,346 29,813 29,310 31,500 30,980 34,879 33,554 35,957 34,574 43,647 40,487 46,758 43,557 747 889 102 119 170 228 631 674 9,010 3,996 401 5,458 401 11,891 1,155 12,765 1,155 14,131 2,528 7,809 2,528 11,506 14.7 12.5 13.0 15.2 15.0 15.3 13.0 13.7 (1) Referring to the PEPR portion pursuant to circular 3,360 of 9/12/2007. (2) Referring to the PCAM, PJUR, PCOM and PACS portions, Circulars 3,361 to 3,364/2007, 3,366/2007, 3,368/2007 and 3,389/2008. (3) Referring to the POPR portion, pursuant to circular 3,383, of 4/30/2008. BB's RRE reached the sum of R$ 46,785 billion in December, up 48.5% over December 2008 and 7.2% over September 2009. The main part of the requirement was caused by the credit risk portion (PEPR), which reflects chiefly the growth of loan operations. The following table presents the main accounts forming the PEPR quota in the third and fourth quarters of 2009, considering the Economic-Financial Consolidated: Table 121. Main accounts of the PEPR share (Economic Financial Conglomerate) R$ million Loan Operations Ohter Credits Securities Others TOTAL 148 - Banco do Brasil – MDA 4Q09 Sep/09 Chg. % Dec/09 22,454 23,966 6.7 5,284 1,461 11,288 6,314 1,903 11,373 19.5 30.3 0.8 40,487 43,557 7.6 With respect to market risk, we present in the following table the Required Referential Equity in December 2009, by risk factor. Table 122. PRE for Market Risk by Risk Factor R$ million Risk Factors PRE Exchange PRE Interest Rate PRE Commodities PRE Shares PRE Market Risk¹ Dec/09 599 32 43 674 For the operational risk, BB has opted for the utilization of the Alternative Standardized Approach, with 7 requirement of 80%. of the sum required in accordance with Circular 3383. The total of R$ 2,528 million allocated takes into account BNC and BV. The allocated capital by business line is presented as follows. Table 123. Allocated capital for operational risk by line of business Business Line Asset Management Commercial (1) Retail Corporative Finance (2) Trading and Sales Payments and Settlements Financial Agent Services Retail Brokerage Amount (R$ million) 70 594 270 429 810 304 48 3 2,528 TOTAL (1) Included R$ 95 million from BNC; (2) Included R$ 152 million from BNC and R$ 227 million from BV. The K Coefficient exhibited growth in relation to 3Q09, going to 13.7% in 4Q09. This ratio allows BB leverage up to R$ 104,368 million in loan assets, considering the 100% weighting. 14.7 12.5 13.0 4.1 4.2 8.4 8.8 4.5 10.2 Mar/08 Jun/08 15.2 15.0 15.3 4.3 4.6 4.5 10.9 10.4 10.8 Sep/08 Dec/08 Mar/09 Jun/09 Tier I Tier II Figure 73. BIS Ratio – Economic Financial Conglomerate 7 Since January 2010, the allocated percentage will reach 100%. 149 - Banco do Brasil – MDA 4Q09 13.0 13.7 3.9 4.0 9.1 9.7 Sep/09 Dec/09 The improvement observed in the period is launched from the profits capitalization, the issuance of R$ 1 billion in Certificates of Subordinated Banking Deposits and Perpetual Bonds of US$ 1,450 billion. This last issue was considered by the Central Bank as eligible for purposes of computing the Tier I in the Capital, in the form of capital and debt hybrid instrument. In 4Q09 BB released a Material Fact that informed the market that, with the consent of the National Treasury, is finalizing studies to increase its capital, in minimum, R$ 8 billion and, in maximum, R$ 10 billion, in order to sustain its future growth. Table 124. Changes in Composition of BIS Ratio R$ million Net Income deducted of Interest on Own Capital Increase of Subordinated Debt Other Changes in Referential Shareholders’ Equity Tax Credit excluding RE's Tier I – Res.3059 Hybrid Capital and Debt Instruments Increase of Market Risk Requirement Increase of Credit Risk Requirement Increase of Operational Risk Requirement Required Referential Equity Referential Equity Effect in Basel Ratio Effect in Leaverage 2, 493 1, 848 - 0.6 0.4 22, 666 16, 800 2, 485 - 0.6 22, 593 (18) - (0.0) (164) - 42 (0.0) (386) - 3,069 - (0.9) - (27,901) - Changes in the Quarter 6, 808 3,112 0.7 33, 608 Balance at Sep/09 Balance at Dec/09 Quarterly Net Variation 51, 456 43,647 13.0 70, 992 58, 264 46,758 13.7 104, 600 6, 808 3,112 0.7 33, 608 150 - Banco do Brasil – MDA 4Q09 Fixed Asset Ratio In the last quarter, the Fixed Asset Ratio dropped from 11.7% to 11.4%. With the current fixed asset level, BB was able to increase its fixed assets by R$ 22.5 billion, without leading to be out of the maximum 50% limit of the Referential Equity. Table 125. Fixed Asset Ratio R$ million Shareholders' equity Subordinated debts eligible as Capital Hybrid Capital and Debt Instruments Other Adjusted Referential Equity Amount (A) Permanent Assets Variable Income Securities Stock Exchange and Cetip Clearing Leased assets Losses with Leasing to be Amortized Deferred Assets (Resolution CMN 3,444) Vested Rights Payroll up to 06/30/09 (Res. 3642 Bacen) Equity Int. in the Results of Subs and Affil. Total Fixed Assets (B) Fixed Asset Ratio (B/A) - % Margin (Surplus) - % 151 - Banco do Brasil – MDA 4Q09 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 Dec/09 25,407 26,371 27,889 29,937 30,859 32,360 33,661 36,119 10,385 10,745 11,209 11,729 14,342 14,653 15,230 17,078 870 (727) 780 (4,665) 938 (4,765) 1,145 580 1,134 1,308 956 2,118 871 1,693 853 4,214 35,934 6,284 33,231 7,042 35,270 8,217 43,391 13,606 47,643 19,421 50,087 19,779 51,455 23,729 58,264 25,178 - 39 38 28 26 31 204 308 (0) (1,614) (0) (2,271) (1) (2,877) (0) (4,078) (0) (4,836) (0) (5, 221) (1) (7,759) (0) (8,166) (55) (253) (58) (303) (62) (352) (55) (513) (48) (562) (42) (638) (39) (291) (35) (242) - - - (3,921) (6,284) (4, 894) (4,782) (5,305) - - - - - (3, 619) (5,028) (5,115) 4,362 4,449 4,964 5,067 7,716 5,396 6,035 6,623 12.1 13,605 13.4 12,167 14.1 12,671 11.7 16,628 16.2 16,105 10.8 19,648 11.7 19,693 11.4 22,509 8.2.3 Economic Capital Banco do Brasil utilizes the concept of economic capital in its internal processes of risk management. The tables below present the total capital requirement and the requirement by sector of the economy (excluding BV). Table 126. Economic Capital Economic Capital Credit Risk Requirement (1) Market Risk Requirement (2) Operating Risk Requirement TOTAL 3Q08 4,443 185 1,224 4Q08 4,809 414 1,335 5,852 6,558 Internal Model 1Q09 2Q09 5,150 5,737 338 170 1,513 1,674 7,001 7,581 3Q09 7,397 176 1,967 4Q09 8,060 104 2,250 9,540 10,414 (1) To loans portfolio and guarantees (2) Trade portfolio, capital consumption (Circ Bacen 3,354), exchange and commodities. We present below the economic capital requirement over the Credit Risk detailed by macro-sectors and individuals/businesses, disregarding BNC's and BV's information . Table 127. Distribution of Economic Capital in the Loan Portfolio R$ million INDIVIDUALS COMPANIES Agribusiness of Animal Origin Agribusiness of Vegetable Origin Automotive Beverages Wholesale Trade and Sundry Ind. Retail Trade Building Leather and Shoes Electrical and Eletronic Goods Electricity Agricultural Consumables Timber and Furniture Metalworking and Steel Pulp and Paper Oil Chemicals Services Telecomunications Textiles and Garments Transport Other Activities TOTAL 152 - Banco do Brasil – MDA 4Q09 Dec/08 3,156 1,653 83 258 122 12 37 88 91 28 74 55 49 49 72 31 72 58 229 25 94 101 27 4,809 Share 65.6% 34.4% 1.7% 5.4% 2.5% 0.2% 0.8% 1.8% 1.9% 0.6% 1.5% 1.1% 1.0% 1.0% 1.5% 0.6% 1.5% 1.2% 4.8% 0.5% 2.0% 2.1% 0.6% 100.0% Dec/09 4,067 2,263 213 362 125 16 65 111 116 36 84 69 45 58 105 82 109 58 297 24 110 156 23 6,330 Share 64.2% 35.8% 3.4% 5.7% 2.0% 0.3% 1.0% 1.8% 1.8% 0.6% 1.3% 1.1% 0.7% 0.9% 1.7% 1.3% 1.7% 0.9% 4.7% 0.4% 1.7% 2.5% 0.4% 100.0% Next, we present the economic capital requirement for market risk, by risk factor, of BB Consolidated: Table 128. VaR by Risk Factor Risk Factors Pre-Fixed Interest Rate Foreign Currency Coupom Price Index Coupon Exchange Variation Commodities PRE Market Risk* R$ million Dec/09 63.0 15.4 4.0 19.9 1.7 104.0 *Trading Book + Exchange Variation + Commodities Finally, we show the economic capital requirements for operational risks, according to class of operational loss events and taking into account BNC values. This calculation includes data associated with the severity of the loss events recorded in the internal database. Table 129. Distribution of Economic Capital in the Loan Portfolio Loss Event Categories Faults in Businesses Damage to the Physical Property Faults in Systems Faults in Processes External Fraud and Theft Internal Fraud Labor Issues TOTAL 153 - Banco do Brasil – MDA 4Q09 R$ million 1,004 6 11 236 280 72 641 2,250 9 – Social and Environmental Performance Presentation Banco do Brasil holds the pioneer iniciative in the quarterly disclosure of the highlights of its Social and Environmental Performance (RSA), presenting historical series and analysis that allow the reader to understand how sustainability permeates the strategy and management of the company. The decision about the quarterly disclosure of this information is based on the commitment to the creation of social and environmental values, materialized in Agenda 21, and the understanding that this data is as important to the company's sustainability as the economic and financial information, deserving a similar treatment to that is already given to it. In addition, it seeks to respond to an ever growing mass of shareholders who take into account social and socio-environmental, and corporate governance aspects in their investment decisions. RSA practices selected to form a part of the MD&A were picked out based on their relevance to the Company's business, on the tangible return to shareholders, and on market research with pension funds and specialists on the subject. The selection of which data justifies the quarterly monitoring of its development (the other indicators are traditionally reported in the Annual Report) was also used as a criterion in the structuring of this report. Like the rest of the report, this set of information is constantly reviewed and monitored with a view to better adapting its reporting to the needs of analysts and shareholders, target audience of this publication. This chapter is divided into four major blocks, grouping the new RSA indicators and information that the Bank had already been disclosing, per related topics: Relationships with Staff, Ecoefficiency, Business with Socio-environmental Emphasis and Recognition of the Investor Market. Considering the fact that integration of the Banco Nossa Caixa systems is still in progress, part of this chapter's tables and figures still do not include information about BNC. For a better understanding, we suggest the careful reading of the footnotes that go together with the tables. 154 - Banco do Brasil – MDA 4Q09 9.1 Employee Relations This block contains the main actions regarding business sustainability, in connection with investments in people by Banco do Brasil. Characteristics of Workforce Banco do Brasil invests in the creation and strengthening of a bond with its collaborators, so that its professionals feel encouraged to build a career at the institution. People that join the staff tend to spend most of their professional lives at the Bank, which contributes to the low turnover and causes the stratification of the staff by age and length of service to evolve in a relatively linear manner, without abrupt oscillations. In 4Q09 there were small fluctuations in stratification, mainly due to consolidation of the BNC employee base resulting from that bank's takeover. There was an increase in the relative participation of the bracket of employees "above age 45", in detriment of the others. 4Q08 4Q09 3Q09 7.9% 8.9% 8.0% 26.4% 27.5% 29.3% 34.3% 34.6% 35.4% 28.1% 29.1% 30.4% Up to 25 years from 26 to 35 years from 36 to 45 years Over 45 years Figure 74. Employees Age Stratification by length of service at the Bank was affected by more expressive changes in 4Q09. These changes arose basically from inclusion of BNC staff members, once all the new employees were admitted into BB on the date of corporate takeover, which resulted in an increase in the bracket including personnel with less than five years of employment. 4T08 3T09 14% 4T09 16% 14% 41% 41% 14% 15% 12% 48% 4% 4% 2% 5% 2% 4% 21% 22% Up to 5 years 16 to 20 years Figure 75. Aged Bracked 155 - Banco do Brasil – MDA 4Q09 6 to 10 years 21 to 25 years 20% 11 to 15 years Over 25 years Education and Professional Development Banco do Brasil develops countless professional education and development actions. These actions include onsite courses, the establishment of partnerships to provide distance learning solutions and the concession of scholarships (academic and of languages), besides the incentive to studies by means of the internal career planning system. The total number of scholarships granted reached 10,724 in the quarter, which corresponds to 10.3% of the staff. This percentage is lower than the comparison with the preceding quarter and with the same period in 2008. Part of this indicator's decline refers to the increased employee base owing to Nossa Caixa. In addition, Banco do Brasil has recently resumed the remote MBA programs, which should contribute to improve the indicators in the coming quarters. Table 130. Growth in the number of scholarships granted 4Q08 Undergraduate Scholarships MBAs, Masters' and Doctors' Scholarships Language Scholarships Total Scholarships Granted Number of employees in the period Undergraduate Scholarships per Employee MBAs, Masters' and Doctors' Scholarships per Employee Language Scholarships per Employee Total Scholarships per Employee 3Q09 4Q09 7, 042 6,134 5,734 2, 535 4, 289 1,030 4,066 980 4,010 13, 865 11,230 10,724 86, 059 89,989 103,971 8.2% 2.9% 6. 8% 1. 1% 5.5% 0.9% 5.0% 16.1% 4. 5% 12. 5% 3.9% 10.3% * On 1Q09, BESC and BEP employees are considered. On 4Q09, BNC employees were considered. With regard to training, Banco Nossa Caixa employees had a profile very similar to those of BB, only with a greater concentration in the "Holders of Bachelors Degree" classification and a lower percentage of staff members in "Specialization, Master’s or Doctor’s Degree." The inclusion of BNC employees, in conjunction with actions that aim to encourage graduation (explained in the preceding table), explain the fluctuations in the graph below. 4Q08 3Q09 0.6% 4Q09 0.5% 0.5% 22.9% 21.1% 30.0% 20.6% 46.5% 48.2% 33.0% 30.2% 45.9% Elementary School High School Holders of Bachelor’s Degree Specialization, Master’s or Doctor’s Degree Figure 76. Level of Education In addition to the formal education of employees, Banco do Brasil invests in other types of training, providing presence and distance learning courses to its staff. A significant number of these courses is developed by the Corporate University of Banco do Brasil, which identifies knowledge and competences that the employees have to obtain to perform their duties at the Bank. Other courses provided are those related to the personal growth, social and environmental awareness, and incentives to voluntary work, 156 - Banco do Brasil – MDA 4Q09 among other theme areas considered important to the personal and professional experience of its collaborators. The total quantity of hours of training exhibited growth in relation to the previous quarter, but decrease in relation to the same period of the previous year The index that describes the relation between training hours and the total number of employees also reflected a decline in the period. As with the previous indicators, it is important noting that among the main factors the inclusion of Nossa Caixa personnel, who entered the employee base but have still not had sufficient time to enroll in the training courses held by BB. Table 131. Employee Training – Annual Flow 4Q08 3Q09 12,434, 598 Hours of Training**² Total employees*¹ Hours of training by employees**² Employees with Anbid Certification – CPA 10 Employees with Anbid Certification – CPA 20 4Q09 11,929,817 93,172 84, 782 88,694 117 146.67 134.51 39,615. 00 37, 054 39,048 7,894 7, 352 7,848 47,509 (1) BESC and BEP staff members included since 1Q09. BNC employees included since 4Q09. (2) Index calculated with 12 months accumulated information We also emphasize the obtainment of Legal Certification in Financial Investments. Banco do Brasil is the institution with the highest quantity of employees certified by Anbid/Andima. From the start of the program, 47,509 employees have been certified, of which 39,615 under the basic mode and 7,894 under the advanced mode. Value Added to Employees Personnel Expenses in their diverse aspects comprise an important index of value added by the Bank to staff members. The table below shows the progress of these expenses in absolute terms and in average sums per employee. Not considering the consolidation of Banco Votorantim, personnel expenses rose to R$ 2,754 million in 4Q09. The average quarterly expenses per employee increased by 2.4% as compared with 3Q09 and by 0.9% as compared with 4Q08 (when BNC employees did not integrate BB’s staff). The growth during the quarter resulted from the wage increase granted due to the collective bargaining agreement. Table 132. Quarterly Average Expense per Employee (Statement with Reallocations) 4Q08 Personnel expenses (reallocated) – R$ Number of employees in the period Quarterly Average Expense per Employee – R$ 3Q09 4Q09 2,301,368,747.81 86,059 2, 693,410, 368.09 104,139 2,754,282,408. 96 103,971 26,741.76 25, 863.61 26,490. 87 * Headcount does not include trainees. Since 1Q09, the employees of BESC and BEP were included. As from 4Q09, the employees of Banco Nossa Caixa were included either. As a manner of providing improved financial returns to staff members and at the same time confirming the commitment by everybody in the organization with the generation of consistent profits, Banco do Brasil has made efforts to constantly enhance its Profit Sharing Program - PSP. During 4Q09 the average sum provisioned for paying out to each employee reached R$ 4,279.6, 3.2% higher in relation to 4Q08. This performance was made possible by the increase in net income, which more than offset the increased number of employees. Table 133. Expenses with Statutory Porfit Sharing 4Q08 PLR provisioned in the quarter – R$ Number of employees in the period Average PLR per Employee – R$ 4Q09 258,337,737.46 89,989 444,949,623.79 103,971 4,421.18 2,870.77 4,279.56 * Since 1Q09, BESC and BEP employees were included. Since 4Q09 BNC employees were also included. 157 - Banco do Brasil – MDA 4Q09 3Q09 380,482,163.79 86,059 Turnover of Staff Members Rotation ratio ended 4Q09 at 0.68% against 0.75% in the previous quarter and 0.77% in the same period of 2008. During the quarter, the behavior arose chiefly from reduced terminations. As compared to the same period in 2008, the rate's performance was also influenced by the growth in the employee base (in particular due to BNC), which increased the equation denominator that calculate this rate. Table 134. Employee Turnover 4Q08 Rate of Employee Turnover¹ Nr. Employees in Previous Quarter³ Nr. Employees in the Quarter³ Releases in the Period² (1) Proportion of releases as compared to the average number of employees in the period. (2) The concept of releases includes firing, retirements, early retirements, deaths and self-request release. (3) Since 1Q09 BESC and BEP employees were included. BNC employees were included since 4Q09. 158 - Banco do Brasil – MDA 4Q09 3Q09 4Q09 0.77 0.75 0.68 85,392 86,059 658 89,194 89,989 672 89,989 103,971 660 9.2 Eco-efficiency The disclosure of information on Eco-efficiency demonstrates the efforts of the Company in the efficient use of resources, with reflexes not only in reducing the impact on the environment, but also on the control of administrative expenses and on mitigating risks. To structure the indicators, we sought to relate the items that are being evidenced (such as: consumption of water and paper) with denominators that influence in a more direct way its fluctuation. For example, the use of water in Banco do Brasil's main buildings is intended chiefly to meet the needs of its staff members, and hence we relate its use to the average number of employees per period. Under the same reasoning, the use of paper relates to the base of checking accounts Annual Use of Water in the Main Buildings The ratio below refers to the use of water in Banco do Brasil's main buildings. Main buildings I, II, and III located in Brasilia concentrate a major part of Banco do Brasil's executive officers, in addition to support bodies. In the past 12 months, the average number of employees who were allocated in these buildings reached 5,771. The increase in the quantity of employees that work in the main office buildings results from the fact that a renovation is in the final stages in Edifício Sede II, which will gradually re-house teams of Executive Committees and Strategic Units, heretofore reallocated to other sites. As of 4Q09, BB also began to appoint to strategic positions employees who until that time had been outstanding in the General Management of Banco Nossa Caixa. This growth should not be kept up for many quarters, once a large portion of BNC's administrative area employees should be transferred to BB's sales force. The use of water by employees grew significantly, as compared to 4Q08 as well as to the preceding quarter. Table 135. Use of Water 4Q08 Use of Water in the Main Building (m³) Employees in Main Buildings I, II, and III (average) Use of Water (m³) / Employees* * Indicator calculated based on data accrued over 12 months 159 - Banco do Brasil – MDA 4Q09 3Q09 4Q09 119, 290 5, 149 132,639 5,559 124,317 5,771 23.2 23.9 21.5 White Paper - Annual Use Banco do Brasil has also put in place a number of measures to reduce the use of paper. Corporate systems were adapted to print preferably on both sides, there were employee awareness campaigns, and customers are encouraged more and more to employ automated channels not involving the use o paper. These measures have aided paper consumption to remain stable in absolute terms, and points to a decline in the ratio that related it to the quantity of accounts. Table 136. Use of Paper 4Q08 Use of Paper (tons) Checking Accounts (average)² Use per customer (gr)¹ 3Q09 4Q09 3, 412 29,294, 820 3,351 30,921,949 3,376 31,250,446 116.5 108.4 108.0 ¹ Indicator calculated based on data accrued over 12 months ² As of 1Q09, BESC and BEP employees were included. Automated Transactions without the use of paper As informed in the preceding item, Banco do Brasil has invested in new channels for processing transactions and for doing business with its customers. There is growing trend to employ channels that do not involve printing and, therefore, do not consume paper. Among such channels, we may point out the Internet, Customer Assistance, and Mobile Banking. These channels increased their relative share from 38.6% in 4Q08 to 40.1% in 4Q09. The decline witnessed in the quarterly comparison is seasonal, as in the year's last quarter transactions through POS terminals increase (terminals installed inside stores and other points that use paper) in the processing of credit and charge card sales, which distorts the comparison base. Another important initiative is the DDA (Authorized Direct Debit), through which customers can enroll themselves as electronic payers and avoid the use of paper payment slips. BB is a leader in the DDA service, and reached this position because it started providing this service for customers even before it was launched by the Brazilian Bank Federation (Febraban). 39.8% 38.6% 40.0% 42.6% 44.6% 40.1% 3Q08 2Q09 37.8% 38.3% 1Q08 2Q08 4Q08 1Q09 Transactions without use of paper Figure 77. Transactions without use of paper 160 - Banco do Brasil – MDA 4Q09 3Q09 4Q09 Use of Toner The use of toner is another potential creator of residues related to printing documents. Banco do Brasil already uses 100% of reconditioned cartridges, and has concentrated efforts to reduce the use of this kind of material. The consumption of toner exhibited growth of 7.4% in comparison with the previous quarter, and of 17.8% in relation to 4Q08. Growth in consumer spending arises from a vigorous expansion of the customer base and the increase in business volume. The indicator is also influenced by the program recently undertaken by the Bank to acquire printers, which at first creates a surge in paper use. Concurrence by DDA customers (Authorized Direct Charge) will gradually lead to a decline in the use of paper and toner, since there will be an increased use of this service by customers and printing of bank collection vouchers will be reduced. 26,378 24,549 22,423 22,822 1Q08 2Q08 23,096 3Q08 22,398 4Q08 22,857 21,653 1Q09 2Q09 Toner consumption – in units Figure 78. Toner consumption – in units 161 - Banco do Brasil – MDA 4Q09 3Q09 4Q09 9.3 Social Environmental focused Business Banco do Brasil, with its concern for contributing to the improvement in the quality of life of the society and preserve the environment, carries out businesses that support the sustainable development of the country. Accordingly, the Bank offers environmentally and socially responsible products and services and designs business approaches intended to foster the sustainable development of the Brazilian regions in which BB operates. Sustainable Regional Development - DRS Sustainable Regional Development (DRS) is a Business Strategy through which Banco do Brasil seeks to drive sustainable development, by mobilizing the agents of economic, social, and political activities in order to support productive activities that are economically feasible, socially fair, and environmentally correct. In order to implement DRS, Banco do Brasil's traditional credit facilities are extended, such as microcredit loans, on-lending (such as Proger), or other facilities with unrestricted funds intended for individuals. DRS creates returns for the Bank, from a social as well as an economic viewpoint: it provides the opening of new checking accounts and the expansion of the loan portfolio, besides permitting the loyalty enhancement of a customer base that tends to have growing business potential. During the quarter, despite the volume of business having maintained its growth trend, there was a decline in the number of families assisted and in the number of active bank accounts. The decrease in these figures arises from a process of analysis of DRS projects, which involves a revision of the number of beneficiaries enrolled with the program. This process was started in 2009 and shall be concluded in the first quarter of 2010. Table 137. Sustainable Regional Development (DRS) 4Q08 DRS - Transaction concluded (R$ millions) DRS - Programmed loans (R$ millions) Business Plans under implementation DRS - Families Assisted Banking accounts opened in DRS assisted communities (*) (*) Accumulated Position Monitoring begun as of 2008. 162 - Banco do Brasil – MDA 4Q09 3Q09 4Q09 4, 676 7,112 7,803 5, 466 4, 679 1,211, 368 114, 760 5,278 4,475 1,175,597 149,837 5,232 4,480 1,094,086 113,864 Microcredit Microcredit consists in low volume loan transactions, normally aimed at low-income groups that do not have access to conventional credit facilities. Law 10,735/03 regulates the concession of loans to the low income population and refers to the allocation of funds corresponding to 2% of the demand deposits obtained by the financial institutions for microcredit operations, at a rate of up to 2% per month. Banco do Brasil is one of the country's key market agents in micro-finance. The distribution channels of the lines of credit are the chain of branches of Banco do Brasil and the network of banking correspondents (of BB itself and those previously related to Banco Popular do Brasil, that was taken over). The micro-credit loan portfolio ended 4Q09 with R$ 674 million, an increase of 22.9% over the preceding quarter, and of 31.9% as compared to the same period in 2008. Table 138. Microcredit operations 4Q08 Microcredit - Portfolio (R$ thousands) Specific Productive Microcredit - Portfolio (R$ thousands) Loans in the Period - (R$ thousands) Number of Agreements in Portfolio 3Q09 4Q09 511,022 1,373 1,010 924 1,373 272,735 141,944 1,237,159 185,106 1,124,588 1,137,348 - Family Agriculture - Pronaf Banco do Brasil is the country's largest lender to Family-run Agriculture. Besides performing the social role of supporting small producers and the generation of income in the rural zone, PRONAF enables the Bank to prospect new clients, generate new income and seek new business based on the increase in the loyalty of these clients. The PRONAF portfolio ended 4Q09 at R$ 18,279 million, reflecting a growth of 3.6% in the quarter and of 21.1% as compared to the same period in the previous year. 13,348 14,233 13,955 1Q08 2Q08 3Q08 15,088 15,545 4Q08 1Q09 Figure 79. PRONAF Portfolio / Proger Rural (R$ million) 163 - Banco do Brasil – MDA 4Q09 16,597 2Q09 17,645 3Q09 18,279 4Q09 Credit with RSA - Other Programs In addition to the programs already described, Banco do Brasil supports the organic foodstuffs activity (BB Produção Orgânica) and forest production (BB Florestal). The total amount invested in these two lines was R$ 613 million at the end of the quarter, representing an increase of 8.1% as compared with the previous quarter and of 45.7% over 4Q09. Table 139. Credit with RSA - Other Programs R$ million BB Florestal BB Produção Orgânica TOTAL 4Q08 3Q09 4Q09 413.6 - 553.0 13.9 598.8 14.3 413.6 566.9 613.0 In the concession of loans to companies there is compliance with the criteria and rules defined by the Bank and by the financial authorities, as well as the fulfillment of social and environmental requirements such as those contained in the Equator Principles and in the Global Pact, rules to which the Bank voluntarily adhered. BB also verifies whether the loan proponents are included in the list of the Ministry of Labor and Employment which identifies companies that submit their employees to degrading forms of labor or slave labor. Other Business with Socioenvironmental Attributes Banco do Brasil offers its customers two alternatives of investment funds that adopt RSA criteria. The portfolio of BB Ações ISE is comprised of companies that form the theoretical portfolio of the Business Sustainability Index - ISE. BB Referenciado DI Social 200 allocates 50% of its management fees, via Fundação Banco do Brasil, to social programs. The equity of the two funds reached R$ 77 million in the 4Q09, an increase of 36.8% in the quarter, and of 46.9% over 4Q08. Table 140. Investment funds with RSA criteria R$ million BB Ações ISE BB DI Social 200 Total 164 - Banco do Brasil – MDA 4Q09 4Q08 3Q09 4Q09 17.6 34.9 24.5 31.9 28.2 48.9 52.5 56.4 77.1 Long-Term Relationship - Quality in Customer Assistance Quality in customer assistance is directly related to the company's abilities in customer retention, fidelity, and profitability. The table below shows the share of complaints made by Banco do Brasil customers at the Central Bank, as compared to total complaints in the Financial System. These data refer to banks with over one million customers in their portfolios. The ratios which measure valid complaints recorded by BB customers with the BACEN, in relation to the customer base and total number of complaints filed against the financial system, increased in the last three quarters. Among the factors which explain this high we highlight the consolidation of the complaints filed against Banco Nossa Caixa (which started to comprise BB's base) and the fact that the ruling of the proceedings by the Central Bank of Brazil (BACEN) not to be carried out on a linear basis, what make that in some months the concentration of judgements become accumulated. Despite understanding that certain factors contribute to the fluctuation in indicators, BB continues to work toward improving the quality of service, evaluating the need for a revision of the organizational and business model and taking one-off measures with respect to branches where there have been sharp drops in the indexes that measure the quality of service. Table 141. Complaints registered in the Central Bank 3Q08 Complaints of BB registered at Bacen Total complaints registered at Bacen Customer Base¹ Complaints / Customer Base² Complaints BB / Total Bacen 4Q08 1Q09 2Q09 4Q09 724 498 1,137 327 442 9,529 8,173 7,829 4,020 1,771 1,455 46,459,826 46,989,475 47,159,103 53,529,635 54,236,359 52,694,592 2.7 1.5 1.1 2.1 0.6 0.8 13.0% 8.9% 6.4% 28.3% 18.5% 30.4% (1) Since 1Q09 the table includes BESC and BEP customers. BNC customers were included in 2Q09. (2) ((Number of complaints) / (number of customers)) x 100,000 165 - Banco do Brasil – MDA 4Q09 3Q09 1,239 9.4 Investor Market Recognition Besides having a representative share in the Ibovespa, BB participates in the following indices in the São Paulo Stock Exchange: Differentiated Tag Along Index - ITAG; Differentiated Corporate Governance Share Index - IGC; and Corporate Sustainability Index - ISE. The objective of ITAG is to measure the performance of instruments of companies that offer better terms to minority shareholders, in the event of sale of control. The portfolio is composed of shares that grant tag along rights in excess of 80% to minority common shareholders. The Bank, as a participant of the New Market (NM) of BOVESPA, highest degree of Corporate Governance level of the exchange, grants 100% of tag along to minority shareholders. IGC's purpose is to measure the behavior of shares of companies with good levels of corporate governance and those listed in the Novo Mercado or in corporate governance levels 1 and 2 in BM&FBOVESPA. The ISE reflects the performance of the shares of companies with recognized commitment to social responsibility and to corporate sustainability. It is emphasized that BB has been part of this important indicator since its creation in 2005. 3,8 3,4 3,3 3,1 3,2 3,1 3,4 3,1 3,2 3,6 2,2 1,2 1 2 ISE 3 ITAG 4 IGC To ITAG/IGC: 1 – Jan to Apr/08; 2 – May to Aug/08; 3 – Sep to Dec/08; 4 – Jan to Apr/09 To ISE: 1 – Dec05 to Nov06; 2 – Dec06 to Nov07; 3 – Dec07 to Nov08; 4 – Dec08 to Nov09 Source: Bovespa Figure 80. BBAS3 participation in ISE, ITAG and IGC With the purpose of selecting the main firms for the shareholders, Capital Aberto magazine drew up a ranking list last October. Five aspects were analyzed in this publication: Liquidity, economic result, share appreciation, corporate governance and sustainability. To appear among the top companies in the ranking, the firm has to fulfill some requirements: have its shares among the most liquid of BM&Fbovespa, and have remained above the median of its category in the other 4 items analyzed. In the category of firms with market value above R$ 15 billion, Banco do Brasil came in 2nd place, and was the best-placed bank. This award is an acknowledgement of the work conducted by BB as regards the corporate governance practices adopted, maintenance of profitability, besides the expansion of sustainability actions, which promote the social and economic development of the country. 166 - Banco do Brasil – MDA 4Q09 10 – Strategic Investments 10.1 Information Since 1Q08, the non-financial companies of the insurance, pension plan, capitalization segment and other activities started to be included in the consolidated statements of Banco do Brasil. Table 142. Interest in the capital of companies R$ thousand Activity Financial Activity - Country BB Gestão de Recursos - Distrib de Tít. e Val. Mobiliários S.A. Asset Management BB Banco de Investimento S.A. Investment Bank BB Banco Popular do Brasil S.A. Banking BB Leasing S.A. - Arrendamento Mercantil Leasing BESC Distribuidora de Títulos e Valores Mobiliários S.A. Asset Management BESC Financeira S.A. - Crédito, Financiamento e Investimentos Credit and Financing BESC Leasing S.A. – Arrendamento Mercantil Leasing Banco Nossa Caixa S.A. Multiple Bank Banco Votorantim S.A. Multiple Bank Share Book Value Book Value 31.12.09 31.12.09 31.12.08 Equivalence Results 4T09 100% 100% 100% 100% 100% 100% 99% 99% 50% 130,143 396,509 18,519 25,842 9,810 18,795 19,382 4,900,236 3,774,777 126,369 1,817,696 22,834 43,289 7,903 18,715 19,343 - 135,447 208,948 374 4,057 (88) (12) 203 (70,671) 46,999 Financial Activity – Abroad Banco do Brasil – Ag. Viena BB Leasing Company Ltd. BB Securities LLc. BB Securities Ltd. Brasilian American Merchant Bank – BAMB BB USA Holding Company, Inc Banking Leasing Asset Management Asset Management Banking Holding 100% 100% 100% 100% 100% 100% 218,620 74,781 16,652 656,043 - 120,096 93,003 3,120 48,570 790,995 - (20,424) (8,530) 2,432 (61,904) - Insurance, Pension and Capitalization BB Seguros Participações S.A BB Aliança Participações Seguradora Brasileira de Crédito à Exportação – SBCE Nossa Caixa Capitalização Mapfre Nossa Caixa Vida e Previdência Insurance Company Insurance Company Insurance Company Seguradora Seguradora 100% 100% 12% 100% 49% 594,604 1,031,928 2,313 5,476 43,879 2,264 - 40,752 89,792 66 (26) 4,798 Credit Acquisition Service Rendering 100% 100% 100% 100% 100% 99% 40% 32% 18% 12% 22% 16% 48% 9% 9% 50% 100% 435,962 21,325 10,394 16,920 33,578 44,744 56,002 202,839 30,159 1,094,988 46,331 2,087 228 6,763 14,235 32,029 - 47,021 21,342 16,920 33,574 53,620 222,049 29,709 969,609 53,181 1,975 228 6,622 13,880 2,864 26,240 1,994 (26) 12,271 24,835 51,718 7,412 103,268 614 48,673 (532) 17 99 53 1818 0 Other Activities Ativos S.A. BB Administradora de Cartões de Crédito S.A. Nossa Caixa S.A. - Administradora de Cartões de Crédito BB Administradora de Consórcios S.A. BB Corretora de Seguros e Administradora de Bens S.A. Cobra Tecnologia S.A. Cia. Brasileira de Soluções e Serviços CBSS – Visavale Cielo S.A Kepler Weber S.A. Neoenergia S.A. Cadam S.A Cia. Hidromineral Piratuba Cia. Catarinense de Assessoria e Serviços - CCA Companhia Brasileira de Securitização – Cibrasec Tecnologia Bancária S.A. – Tecban BV Participações S A BB Money Transfers, Inc 167 - Banco do Brasil – MDA 4Q09 Consortiums Broker IT Service Rendering Service Rendering Industry Energy Mineração Saneamento Prestação de Serviços Credit Acquisition Service Rendering Holding Service Rendering 10.2 Insurance, Pension Plans and Capitalization Banco do Brasil, through BB Seguros Participações e BB Aliança Participações, a wholly-owned subsidiary, maintains interest in companies in the areas of insurance, pension plans and capitalization, which enables it to offer its clients a broad range of non-banking products. The table below details the holdings in total capital and the line of business of each one of these companies as of Dec/09. BB is restructuring the corporate structure of the insurance segment, as detailed in chapter 10.3.2 of this report. Table 143. Insurance, Pension Plans and Capitalization Company Share % Cia. De Seguros Aliança do Brasil S.A. 100.00 70.00 BrasilVeículos Cia de Seguros Brasilprev 49.99 49.99 Brasilcap Brasilsaúde 49.92 Business Health and Other Activities Vehicle Pension Capitalization Health Partnership Sul América Seguros Principal Financial Group e Sebrae Icatu Hartford, Sul América e Aliança da Bahia Sul América Seguros Companies Results The consolidated income of the insurance companies closed 2009 at R$ 708.8 million. It should be highlighted that life/other operations accounted for 15.9% of the total insurance revenues and 44.6% of income. Private pension operations account for 52.0% of revenues and 36.4% of income. Table 144. Income Statement by Line of Business Insurance 2009 206,179 206,179 3,413,826 3,413,826 6,155,433 - - - - - - - - - Health 1,326,918 1,326,918 Revenues from Pension Plans Revenues from Capitalization R$ thousand Rev. from Insurance Pension Plans and Capitalization Retained Insurance Premiums Changes in Technical Provisions Insurance Pension Plans Capitalization Benefits and Redemption Expenses Earned Premiums Pension Plans Life and Other 1,880,729 1,880,729 Auto (162,239) (1,765) (125,600) (289,604) (162,239) (1,765) (125,600) (289,604) - - - Capitalizati on Consolidated Total - 2,257,058 - 11,826,318 3,413,826 6,155,433 - 6,155,433 - 2,257,058 2,257,058 (5,924,307) (1,999,847) (8,213,759) - - (289,604) (5,924,307) - (5,924,307) (1,999,847) - - - - - (1,999,847) - - - - (210,220) - (210,220) 1,164,680 204,414 1,755,128 3,124,222 - - 3,124,222 Retained Claims (743,254) (175,810) (571,281) (1,490,346) - - (1,490,346) Marketing Expenses Insurances (134,739) (134,739) (11,803) (11,803) (512,993) (512,993) (659,535) (659,535) (83,092) - (149,724) - (892,352) (659,535) Pension Plans - - - - (83,092) - (83,092) Capitalization - - - - - (149,724) (149,724) Other Operating Income (Expenses) Administrative Expenses Tax Expenses (95,729) (11,226) (146,844) (253,799) 353,979 (19,381) 80,799 (149,585) (15,916) (116,606) (282,108) (195,655) (58,523) (536,286) (32,093) Financial Income Financial Revenues 82,372 93,388 Financial Expenses (11,016) (319) 6,790 7,656 (96,715) - (12,854) (109,568) 204,386 291,351 336,720 2,341,912 128,332 401,893 669,438 3,035,157 (75,084) (86,965) (2,005,192) (273,562) (2,365,718) 91,651 2,446 123,323 138,454 94,776 26,469 259,699 Equity Account Adjust 190 - 2,905 3,095 - - 3,095 Non-operating Income 2,210 (5) (37) 2,168 (23) (891) 1,254 94,051 (36,093) (3,876) 1,638 461,193 (140,284) 432,835 (168,596) 144,170 (55,793) 1,128,373 (399,127) Operating Income Income before Taxes Income and Social Contribution Taxes Profit Sharing Net Income (Loss) 168 - Banco do Brasil – MDA 4Q09 (865) (64,303) 115,224 190,307 (4,503) (1,385) (4,897) 53,456 (3,623) 316,013 551,368 (174,738) (10,784) 365,846 (6,319) (3,301) (20,403) 257,921 85,076 708,843 The combined ratio, which expresses the percentage of earned premiums that is consumed by operating expenses in the insurance business (retained claims, marketing expenses, and administrative expenses), closed the quarter at 67.7%, compared to 77.2% in 12 months and 77.3% in 3Q09. Consolidated Health 99.4 77.2 80.9 76.7 77.3 31.5 30.7 29.6 29.8 67.7 13.4 97.0 106.0 13.4 14.3 97.3 13.6 91.3 13.5 27.0 45.7 50.2 47.1 47.5 40.7 4Q08 1Q09 2Q09 3Q09 4Q09 86.1 82.7 4Q08 1Q09 Vehicle 92.6 2Q09 83.8 77.8 3Q09 4Q09 Life and Others 90.7 90.1 87.2 87.8 26.0 22.2 23.6 24.7 74.1 65.8 72.7 66.6 67.9 35.2 35.1 60.5 22.5 37.2 64.7 4Q08 68.0 1Q09 63.5 2Q09 63.1 3Q09 169 - Banco do Brasil – MDA 4Q09 31.7 51.6 4Q09 28.6 34.3 31.4 32.8 28.8 4Q08 1Q09 2Q09 3Q09 4Q09 Administrative Expenses + Marketing / Earned Premius Raited Claims / Earned Premius - % Figure 81. Combined Ratio 38.4 -% The Insurance ratio reflects the share of insurance, social security and capitalization companies in BB's income, that is, how much these segments added to the Conglomerate's final income. The result per segment can be seen in the table below. The life and basic lines are the highlights, accounting for 63.2% of the total, whereas private pension has a 18.9% share. The basic insurance line comprises insurance on properties, except for auto insurance. Table 145. Securities Operating Highlights R$ thousand Life and basic insurance result Brokerage net revenue Service Fee net income Equity in the earnings (loss) Social Security Result Brokerage net revenue Service Fee net income Equity in the earnings (loss) Auto Result Brokerage net revenue Service Fee net income Equity in the earnings (loss) Health Result Brokerage net revenue Service Fee net income Equity in the earnings (loss) Capitalization Result Brokerage net revenue Service Fee net income Equity in the earnings (loss) Total Insurance Result (A) BB Recurrent Result (B) Total Insurance Ratio % (A/B) 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 82,354 131,413 125,643 120,043 163,163 140,730 151,977 27,359 22,580 32,355 32,027 37,603 25,231 39,427 21,709 37,838 19,298 40,515 21,242 40,845 21,341 32,415 67,032 62,809 58,906 106,028 78,973 89,792 33,936 2,360 33,668 2,327 41,108 2,544 36,965 2,632 54,836 2,570 61,216 5,289 45,372 2,648 9,219 22,357 7,562 23,779 10,508 28,056 9,843 24,489 11,561 40,705 13,126 42,802 14,377 28,347 19,594 24,149 19,260 20,559 31,159 22,554 18,993 10,104 11,537 12,721 13,905 12,810 13,995 14,446 9,490 12,612 6,538 6,654 18,349 8,559 4,547 1,420 586 1,240 502 484 421 284 465 (698) 422 (322) 398 466 356 - - - - - - - 835 738 63 (181) (1,120) (719) 110 24,930 27,248 28,162 39,366 33,589 28,382 23,564 2,962 2,836 3,075 3,667 3,275 3,035 2,595 14,281 12,645 13,832 14,933 14,432 14,370 12,478 7,687 11,768 11,255 20,767 15,881 10,977 8,490 162,236 1,463,457 217,718 2,037,207 214,656 1,625,865 217,217 1,523,105 282,049 1,726,708 252,561 1,763,909 240,371 1,819,008 11.1 10.7 13.2 14.3 16.3 14.3 13.2 Operating Highlights Brasilveículos was appointed as the best insurance company by the Dinheiro & Direitos magazine of the Brazilian Association of Consumer Defense (Pro Teste), October/November 2009 issue. The analysis included the fifteen largest insurance companies in Brazil. Brasilveículos achieved the renewal of the quality seal "SAC Amigo do Cliente" issued by the Brazilian Institute of Customer Relations (IBRC). Aliança do Brasil, leader in the rural insurance sector, with a 51.4% market share. Brasilprev remained as a leader in net funding (total volume of contributions less redemptions), and also ranked first in the ranking of the Brazilian Federation of Private Pension Plans and Life Insurance (FENAPREVI) in terms of PGBL Collection and Reserves in the "Lower" Segment. Brasilcap, a leader in Collection and Technical Reserves, according to the Superintendency of Private Insurance (SUSEP), ranked among the 100 Best Companies to Work for in Brazil, being considered as the 5th best company to work for in Rio de Janeiro, according to the Great Place to Work Institute Brasil was also recognized by Prêmio Segurador Brasil, Cobertura Performance, E-insurance, Destaque no Marketing e Marketing Best, all of which are benchmarks in their related operating areas. 170 - Banco do Brasil – MDA 4Q09 Table 146. Securities Operating Highlights R$ thousand Aliança do Brasil Lives Insured – thousand Volume of the Managed Portfolio Market share - rural line - % Market share - life line - % Rural line position Life line position Brasilcap Quantity of Bonds – thousand Volume of the Managed Portfolio Quantity of Prize-winning Bonds Sum of Prizes Distributed Technical Reserves Market share - collection - % Market share - reserves - % Brasilprev Rate of Redemptions - % Active agreements - thousands Volume of the Managed Portfolio Technical Reserves Market share - collection - % Market share - reserves - % Ranking Brasilsaúde Lives Insured Volume of the Managed Portfolio Brasilveículos Fleet – thousand Volume of the Managed Portfolio Rate of Portfolio Retention - % Market share - % Ranking Minimum Capital Required 171 - Banco do Brasil – MDA 4Q09 Dec/08 Sep/09 Chg. % On Dec/08 On Sep/09 Dec/09 2,105 1,139,407 2,142 1,354,369 2,866 1,436,692 48.91% 8.90% 1º 54.04% 9.40% 1º 51.40% 9.80% 1º 3º 4º 4º 4,004 3,267,883 54,165 3,638,196 77,120 3,807,120 9,100 23,755 3,059,774 7,342 21,666 3,475,934 6,900 17,348 3,807,120 23.20% 22.50% 23.10% 24.10% 22.60% 24.10% 8.53% 7.30% 7.00% 2,598 20,402,125 19,968,810 3,042 24,873,332 24,447,378 3,197 26,954,324 26,527,718 13.99% 14.06% 15.87% 14.70% 16.11% 14.94% 3º 3º 3º 127 62,488 120 57,056 36.2 26.1 2.5 p.p. 0.9 p.p. 33.8 6.1 -2.6 p.p. 0.4 p.p. 1,825.9 16.5 (24.2) (27.0) 24.4 -0.6 p.p. 1.6 p.p. 42.4 4.6 (6.0) (19.9) 9.5 -0.5 p.p. 0.0 p.p. -1.5 p.p. 23.1 32.1 32.8 2.1 p.p. 0.9 p.p. -0.3 p.p. 5.1 8.4 8.5 0.2 p.p. 0.24 p.p. 105 55,450 (17.3) (11.3) (12.2) (2.8) 807 907 971 593,663 79.46% 6.53% 625,185 82.55% 7.13% 665,321 82.74% 7.30% 20.3 12.1 3.3 p.p. 0.8 p.p. 7.1 6.4 0.19 p.p. 0.2 p.p. 6º 14.27% 7º 26.33% #N/D 20.00% 5.7 p.p. -6.3 p.p. 10.3 Acquisition, Incorporations and Strategic Partnership This chapter groups the main highlights of the transactions carried out by Banco do Brasil as of the first quarter of 2009, as well as those that are in progress, in conformity with material facts released to the market. 10.3.1 Transactions in the Period Banco Votorantim The strategic partnership announced between Banco Votorantim (BV) and BB was concluded on th September 28 ., 2009, according to material fact released to the market on the same date. Banco do Brasil now holds 50% of the total capital and approximately 50% of the voting capital of Banco Votorantim. The business model and the team of collaborators will be maintained, and the board of directors will be on the same level, with the appointment of three members by every partner, and the chairmanship of the board of directors alternated between the two partners. All strategic decisions will be made jointly. The operation involves the acquisition, by BB, of 33,356,791,198 BV’s common shares for the price of R$ 3 billion, paid directly to Votorantim Finanças, besides the subscription, also by BB, of new preferred shares issued by Banco Votorantim in the amount of R$ 1.2 billion. For further details on the payment terms, please refer to the Material Event Fact disclosed at the portal www.bb.com.br/ri. The consolidation of the financial statements, risk management and operating limits will be proportional to BB's ownership interest in the total capital of BV. The Assets and Liabilities have already been consolidated in the financial statements since 3Q09 and since this quarter the income statement accounts also form part of BB’s net income. The partnership presents strong strategic rationale, as it will allow Banco do Brasil: To increase the asset origination capacity in the competitive consumption financing industry; Access to well developed alternative distribution channels - concessionaires, partners and stores of BV Financeira; Model of success in the promotion of sales with national activity in the vehicle financing market; Strengthening of the activity of BB in the capital market (Votorantim Corretora) and in the Corporate segment. The tables below illustrate the main highlights of the operation of BV. As regards the income statement, the reallocations carried out are detailed below and can differ from those made in the financial statements of BB. Accordingly, for a better understanding of BV's net income, the income statement with reallocations was maintained, despite the fact that the net income of BV is already consolidated in the financial statements of the BB conglomerate. Further information can be obtained from the website of Banco Votorantim. 172 - Banco do Brasil – MDA 4Q09 Table 147. Banco Votorantim – Highlights of the Result R$ million Financial Intermediation Income Loan operations (1) (2) (3) (6) (7) (8) (10) (11) (18) Lease operations (7) (1) Securities Income (7) (8) (10) (13) Income from Financial Derivatives (4) (5) (7) (8) (9) (19) Compulsory Investments Income from Financial Intermediation Market Borrowing (7) (8) (9) Borrowings, Assignments and Onlendings (8) Gross Financial Margin Allowance for loan losses (2) (12) Net Financial Margin Bank fee income Fee income (6) Bank Fee Income (6) Taxes on Revenues (2) (3) (5) Contribution Margin Administrative expenses Personnel Expenses Other Administrative Expenses (18) (19) Other Tax Expenses Commercial Income Legal Risk Legal Claims (14) Labor Lawsuits (15) Fiscal Lawsuits (16) Other Components of the Result Other Operating Income (Expenses) Other Operating Income (4) (11) (12) (16) (17) Other operating expenses (1) (2) (3) (4) (11) (12) (14) (15) (16) (17) (20) Operating Result Non-operating Income Profit before taxation and profit sharing Income and Social Contribution Taxes (2) (3) (5) (13) (17) (20) Profit Sharing Profit before minority interest Minority interest Non-Recurring Items Extraordinary Items Assignment (2) REFIS (17) Net Income Quarterly Flow Chg. % 4Q08 4Q09 On 4Q08 2,321 2,543 9.6 1,592 1,742 9.5 68 166 145.6 891 927 4.0 (236) (292) 23.9 6 (1,482) (1,622) 9.5 (1,322) (1,488) 12.6 (160) (134) (16.7) 839 921 9.7 (195) (288) 47.2 644 633 (1.8) 61 105 72.0 61 105 72.6 0 (0) (104) (68) (35.2) 601 670 11.5 (349) (450) 29.1 (114) (159) 40.2 (234) (290) 24.1 (1) (1) 74.0 252 220 (12.8) (32) (25) (22.0) (7) (3) (54.1) (3) (9) 189.8 (22) (13) (43.1) (48) (43) (10.6) (48) (43) (10.6) (17) 4 (31) (47) 50.0 172 152 (11.7) (21) 20 151 172 13.4 64 3 (95.4) (135) (108) (19.7) 80 67 (17.2) (0) 0 80 67 (17.0) 48 242 403.9 48 227 372.6 15 128 309 140.5 Annual Flow Chg. % 2008 2009 On 2008 9,599 10,405 8.4 5,846 6,707 14.7 135 474 252.6 3,536 3,825 8.2 (26) (601) 2,184.6 108 (6,128) (6,548) 6.8 (5,675) (6,045) 6.5 (453) (503) 11.1 3,471 3,857 11.1 (840) (1,598) 90.2 2,631 2,259 (14.1) 366 320 (12.6) 366 319 (12.7) 1 (303) (298) (1.8) 2,694 2,281 (15.3) (1,276) (1,567) 22.8 (427) (564) 32.1 (846) (999) 18.2 (3) (4) 19.6 1,418 714 (49.6) (80) (108) 35.0 0 (11) (14) (31) 123.2 (66) (66) 0.4 6 (23) 6 (23) 112 99 (11.5) (106) (122) 14.9 1,344 583 (56.6) (56) (86) 53.0 1,288 497 (61.4) (160) 46 (273) (201) (26.2) 855 342 (60.0) (1) (1) 35.9 854 341 (60.1) 48 461 859.8 48 446 828.4 15 902 802 (11.1) (1) Reclassification of Other Operating Expenses to Loan Operations and Leasing corresponding to the amount of expenses with granted discounts on loan operations, being necessary its reallocation for comparability purposes. The expenses for granted discounts totaled R$ 232.5 million (2008), R$ 286.9 million (2009), R$ 70.8 million (4Q08) and R$ 95.5 million (4Q09). (2) Assignment of a loan portfolio generating extraordinary revenues of R$ 48.0 million in 2008 and R$ 445.9 million in 2009. In 4Q08, this amount was of R$ 48.0 million and in 4Q09, R$ 227,0 million. (3) The effects related to assignment of the loan portfolio to (FIDCs) registered as Taxes Expenses, Other Operating Expenses and Income and Social Contribution Taxes were reallocated to the result of Loan Operations, in the amount of R$ 62.6 million in 2008 and R$ 39.1 million in 2009. In the quarterly periodicity, the amounts were R$ 2.6 million (4Q08) and R$ 10.0 million (4Q09). (4) The foreign exchange gain (loss) on foreign financial equity is reallocated from Other Operating Income/Expenses to Income from Financial Derivatives for inclusion in the financial margin. This adjustment is necessary to maintain the balance and consistency of spread analyses. In 2008, this reallocation was of R$ 221.7 million and in 2009, R$ 299.7 million. In 4Q08, this reallocation was of R$ 177.9 million and in 4Q09, R$ 18.6 million. 173 - Banco do Brasil – MDA 4Q09 (5) Reallocations were performed in order to cancel the Tax Hedge's effects. In 2008, the amount reallocated to the income of Derivatives resulting from Tax Expenses on Revenues was R$ 20.5 million and that from Income Tax (IR) and Social Contribution on Net Profit (CSLL) was R$ 170.9 million. In 2009, the amount reallocated from Tax Expenses on Revenues was R$ 22.4 million and that from IR and CSLL was R$ 183.8 million. In 4Q08, the amount reallocated to the income of Derivative Financial Instruments resulting from Tax Expenses on Revenues was R$ 15.2 million and that from IR and CSLL was R$ 124.9 million. In 4Q09, the amount reallocated from Tax Expenses on Revenues was R$ 1.3 million and that from IR and CSLL was R$ 10.9 million. (6) Fee revenues resulted from loan operations recorded under Revenues from Services Provided were reallocated to the income statement from Loan Operations in the amount of R$ 322.6 million in 2008 and of R$ 497.1 million in 2009. In the quarters, the amounts were R$ 76.0 million in 4Q08, and R$ 157.3 million in 4Q09. Table 148. Banco Votorantim – Realocations - (Market to Market - MKT) R$ million Fee Income (6) Rate Repayment (6) Credit Card Fees (6) Allocation on Loan Operations (6) 4Q08 (56.4) (17.7) (1.9) (76.0) 4Q09 (151.0) (3.8) (2.6) (157.4) 2008 (188.6) (130.1) (3.9) (322.6) 2009 (458.1) (29.2) (9.8) (497.1) (7) All market to market due to the hedge were reallocated and can be found in the Financial Derivative Instruments, as follows: Table 149. Banco Votorantim – Realocations - (Market to Market - MKT) R$ million MKT Operações de Crédito (BV Financeira) MKT Loans Operations (BV) MKT Leasing MKT Securities MLT Funding Alocation of MKT on Derivatives 4Q08 (539.0) (140.2) (70.6) (322.0) 32.3 1,039.5 4Q09 142.2 (0.3) 18.2 100.6 (1.3) (259.4) 2008 (521.3) 115.6 (70.6) 148.4 50.5 277.5 2009 72.2 (325.6) 7.0 (18.9) 16.9 248.4 (8) All the effects of fluctuations in foreign currencies, such as the US dollar, yen, Turkish lira, euro among others, were reallocated due to the hedge on the result of derivative financial instruments, as follows: Table 150. Banco Votorantim – Reallocations (Currency Variation) R$ million VCR Loans Operations VCR Securities VCR Fundings VCR Loans and On Lending Alocation of VCR on Derivatives 4Q08 (1,081.2) (200.7) 998.6 963.2 (679.9) 4Q09 95.5 54.3 (47.1) (25.3) (77.5) 2008 (1,627.3) (365.2) 1,487.3 1,323.1 (817.9) 2009 1,142.7 754.9 (776.8) (1,120.9) - (9) The option BOX accounted in the Derivative Financial Instruments were reallocated to Money Market Funding with the amount of R$ 383,0 million in 2008 and R$ 355,0 million in 2009. In the quarters, the reallocations were R$ 100.2 million in 4Q08, and R$ 146.3 million in 4Q09. (10) We reallocated the profit effect upon realization of the CCB options recorded in the Securities results to the result of Loan Operations, as follows: 174 - Banco do Brasil – MDA 4Q09 Table 151. Banco Votorantim – Reallocations (Bank Credit Bills) R$ million MKT Securities (Bank Credit Bills) Alocation MKT (Bank Credit Bills) on loans operations 4Q08 4Q09 - - 2008 (126.6) 126.6 2009 - (11) The Operational Income and Expenses directly associated with the loan operations were reallocated from Other Operating Income/Expenses to Loan Operations line in the amount of R$ 652.8 million in 2008 and of R$ 364.6 million in 2009. In the quarters, the amounts were R$ 119.5 million in 4Q08, and R$ 62.0 million in 4Q09. (12) The Allowance for Loan Losses resulted from the Assignments made with Co-obligations recorded under Other Operating Expenses were reallocated to the Allowance for Loan Losses expenses line in the amount of R$ 9.4 million in 2008 and R$ 24.7 million in 2009. In the quarterly periodicity, the reallocations were R$ 9.4 million in 4Q08, and R$ 16.3 million in 4Q09. (13) The effect of the tax benefit generated by the tax-free interest of securities issued abroad was reallocated from the Income Tax and Social Contribution line to the Result of Securities in the amount of R$ 136.1 million in 2008 and R$ 99.3 million in 2009 (R$ 41.2 million in 4Q08 and R$ 20.9 million in 4Q09). We segregated the Expenses on Labor, Civil and Tax Lawsuits to the group named Legal Risk, in order to facilitate the analysis of the other operating expenses and to increase the transparency of this type of risk. The reallocated amounts were as follows: (14) Civil Claims: R$ 0.5 million in 2008 and (R$ 11.2 million) in 2009 R$ 7.1 million in 4Q08 and R$ 3.2 million in 4Q09 (15) Labor Lawsuits: R$ 13.9 million in 2008 and (R$ 31.1 million) in 2009 R$ 3.3 million in 4Q08 and R$ 9.5 million in 4Q09 (16) Tax claims: R$ 66.7 million in 2008 and R$ 65.9 million in 2009 R$ 22.1 million in 4Q08 and R$ 12.6 million in 4Q09 (17) We reallocated from Other Operating Income/Expenses and Income Tax/Social Contribution the net effect of the payment of taxes under the program for installment and cash payment of tax debts (REFIS), generating an extraordinary result of R$ 0 million in 2008 and of R$ 15.0 million in 2009. In the quarters, the amounts were R$ 0 million in 4Q08, and R$ 15.0 million in 4Q09. (18) Other Administrative Expenses directly related to loan operations were reallocated to the line Loan Operations in the amount of $ 0 million in 2008 and $ 26.7 million in 2009. In 4Q09, R$26.7 million were reallocated and $ 0 million in 4Q08. (19) Other Administrative Expenses directly related to derivative operations were reallocated to the line Income for Derivative Financial Instruments in the amount of $ 0 million in 2008 and R$ 11.1 million in 4Q09. (20) The amount of R$0.0 million was reallocated from Other Operational Expenses Foreign Income Tax (IRF) to Income Tax, in 2008 and R$ 46.1 million in 2009. In 4Q09 the amount was R$ 46.1 million and R$ 0 million in 4Q08. 175 - Banco do Brasil – MDA 4Q09 Table 152. Banco Votorantim – Equity Highlights R$ million Assets Securities Loan Portfolio Individuals Payroll Loan Vehicles Loan Leasing and Subleasing Receivables Other Businesses Working Capital BNDES/Finame Export Letter of Credit Other Permanent Assets Deposits¹ Demand Deposits Saving Deposits Time Deposits Judicial Others Money Market Borrowing Shareholders’ Equity Dec/08 72,310 21,585 38,184 19,251 1,748 15,761 1,472 270 18,933 5,776 4,142 4,310 4,706 88 18,932 109 14,636 0 14,635 16,625 6,362 Balance Sep/09 88,121 19,609 40,996 24,892 3,378 17,893 3,342 278 16,105 5,123 4,517 2,854 3,611 162 26,320 246 22,743 0 22,743 26,104 7,002 Dec/09 84,801 18,195 42,444 26,252 3,348 18,677 3,948 278 16,193 5,309 4,918 2,699 3,267 161 24,477 135 22,599 0 22,599 24,767 7,145 Chg. % On Dec/08 On Sep/09 17.3 (3.8) (15.7) (7.2) 11.2 3.5 36.4 5.5 91.6 (0.9) 18.5 4.4 168.2 18.1 2.8 (0.1) (14.5) 0.5 (8.1) 3.6 18.7 8.9 (37.4) (5.4) (30.6) (9.5) 82.8 (0.8) 29.3 (7.0) 23.6 (45.2) 54.4 (0.6) 0.8 (0.0) 54.4 (0.6) 49.0 (5.1) 2.0 12.3 ¹ Except other deposits Table 153. Banco Votorantim – Loan Portfolio by Level of Risk R$ million AA A B C D E F G H Total Add. Allow. Total Allow. AA-C D-H Balance 11,655 20,054 4,194 1,182 362 142 122 83 390 38,184 37,085 1,099 Dec/08 Provision 100 42 35 36 42 61 58 390 765 9 774 178 588 176 - Banco do Brasil – MDA 4Q09 Share 30.5 52.5 11.0 3.1 0.9 0.4 0.3 0.2 1.0 100.0 97.1 2.9 Balance 7,592 25,320 4,773 1,359 496 248 236 158 813 40,996 39,044 1,952 Sep/09 Provision 127 48 41 50 75 118 111 813 1,381 11 1,392 215 1,166 Share 18.5 61.8 11.6 3.3 1.2 0.6 0.6 0.4 2.0 100.0 95.2 4.8 Balance 7,803 26,300 4,814 1,611 494 210 186 325 701 42,444 40,529 1,915 Dec/09 Provision 131 48 48 49 63 93 228 701 1,362 Share 18.4 62.0 11.3 3.8 1.2 0.5 0.4 0.8 1.7 100.0 1,362 228 1,134 95.5 4.5 Table 154. Banco Votorantim – Delinquency Ratios R$ million Loan Portfolio Loans overdue Past Due Loans/Loan Portfolio Past Due Loans + 90 days Past Due Loans + 90 days/Loan Portfolio Write-off Recovery of Write-offs Net Loss Saldo da Perda / Carteira de Crédito Provision Allowance/Loan Portfolio Allowance/Past Due Loans + 90 days - % Allowance Expenses / Loan Portfolio (12 months average) Dec/08 38,183.9 2,351.9 6.2% Sep/09 40,996.4 3,713.7 9.1% Dec/09 42,444.3 3,768.4 8.9% 684.4 1.8% 1,375.6 3.4% 1,342.0 3.2% (172.7) 21.4 (151.2) 1.6% (242.0) 32.2 (209.8) 2.1% (312.8) 35.9 (276.9) 2.6% (774.1) 2.0% 113.11% 2.4% (1,392.4) 3.4% 101.2% 3.7% (1,362.0) 3.2% 101.5% 3.8% Table 155. Banco Votorantim – Vehicle Portfolio Dec/08 Average rate per crop (p.m.) Average term per crop Duration Average Portfolio Term (p.y.) Used Vehicles / Vehicles Portfolio - % Average Vehicle Age (years) Financed Value / Good Value – average % Sep/09 2.3 44 45 26.2 85.7 6.5 66.6 Dec/09 1.7 49 46 24.5 82.9 5.8 69.9 1.7 49 48 24.3 84.1 5.5 71.2 Table 156. Banco Votorantim – Operational and Structural Highlights Customers Assets Under Management - R$ million Employees* Number of Branch Offices *Includes employees and interns. 177 - Banco do Brasil – MDA 4Q09 Sep/09 3,559,515 17,506 5,636 243 Dec/09 3,829,581 18,552 5,859 247 Banco Nossa Caixa On November 30, 2009 arised the corporate merger of Banco Nossa Caixa (BNC), with absorption of 100% of its capital by BB. The transaction awaits approval of the Brazilian Central Bank. Considering that the 2009 Guidance monitoring was issued based on the pro forma segregation of Nossa Caixa and Banco Votorantim numbers, we show below operational highlights and BNC loan portfolio, besides a pro forma Reallocated Income Statement of 4Q09, based on the October/November corporate DRE. Table 157. Banco Nossa Caixa – Income Statement Highlights R$ million Income Statement Income from Financial Intermediation Loan operations Securities Income Expenses from Financial Intermediation Net Interest Income Allowance for Loan Losses Net Financial Margin Fee income Contribution Margin Administrative Expenses Personnel Expenses Other Administrative Expenses Commercial Income Legal Risk Legal Claims Labor Lawsuits Other Income and Expenses Income Before Taxes Income and Social Contribution Taxes Recurring Income 3Q09 2,036 1,113 860 (909) 1,127 (238) 889 313 1,135 (682) (380) (302) 436 (100) (26) (74) (102) 235 (70) 165 4Q09 1,929 1,133 739 (849) 1,080 (194) 886 287 1,274 (689) (385) (304) 181 (61) (10) (51) (0) 120 40 160 Chg. % On 3Q09 (5.3) 1.8 (14.1) (6.6) (4.2) (18.6) (0.4) (8.5) 12.2 1.0 1.4 0.6 (58.5) (38.7) (60.6) (31.1) (99.7) (49.0) (157.7) (2.9) The adjustments made in the statement of income to get the Reallocated Statement of Income are detailed below. Reallocations in the Net Interest Income (1) Reallocations of Other Operating Income/ Expenses to Other Operating Income with Financial Intermediation Characteristics, for the purpose of including in the Financial Margin the revenues with financial intermediation characteristics recorded under "Other Operating Income", arising from earning assets recorded under "Other Receivables" in the Balance Sheet, and to include in the Financial Margin amounts related to negative foreign exchange adjustments which were recorded under "Other Operating Income/Expenses" to avoid inverting the balance of accounts related to financial intermediation. Reallocations in the net financial margin (2) The expense with the Allowance for Loan Losses includes credits without characteristics of financial intermediation, so this part of provision expenses to loanlosses is reallocated to Other Operating Expenses. Reallocations in the contribution margin (3) Considering the model used for the income statement, tax expenses on revenues are reallocated and included in the contribution margin. 178 - Banco do Brasil – MDA 4Q09 Reallocations in the operating income (4) Statutory Profit Sharing was reallocated to Personnel Expenses. (5) The expenses with Legal Claims and Labor Lawsuits were separated in the Income Statement with Reallocations, into a group called Legal Risk. It aims to provide a better analysis of the administrative expenses and giving more transparency to this kind of risk. (6) As from 1Q09, in compliance with the decision of the Central Bank, a portion of the premiums paid to clients (amortization of the rights related to the payment of the payroll of state public servants and other payrolls) started to be recorded under "Other Administrative Expenses". Aiming to maintain the comparability and considering the nature of the amounts disbursed, the entire sum was reallocated to "Other Operating Expenses", as was recorded up to December 2008. One-off Items (7) Civil claims of Economic Plans on savings deposits and judicial deposits, generating extraordinary expenses before taxes in October and November (4Q09 Pro forma DRE basis) in the amount of R$ 48 million and R$ 87 million in 4Q09. (8) Tax credits arising from the equalization to the criteria adopted by Banco do Brasil, in the total amount of R$ 242 million. (9) Tax Credits arising from Economic Plan Expenses (item “7” above), in the amount of R$ 19 million in October and November 2009 and R$ 35 million in 3Q09. Table 158. Banco Nossa Caixa – Loan Portfolio Chg. % R$ million Individuals Payroll loans Personal Loan Housing Loan Other Businesses Micro and Small Overdraft Accounts Working Capital Other Agribusiness Dec/08 9,161 5,804 1,740 730 888 2,943 1,455 893 798 1,251 792 Sep/09 14,524 10,672 1,933 819 1,100 3,984 1,501 923 2,000 1,060 800 Dec/09 15,080 11,324 1,905 854 997 3,904 1,608 811 2,151 942 783 On Dec/08 64.6 95.1 9.5 17.1 12.3 32.7 10.5 (9.2) 169.4 (24.7) (1.1) On Sep/09 3.8 6.1 (1.4) 4.3 (9.4) (2.0) 7.1 (12.1) 7.5 (11.2) (2.2) 12,896 19,308 19,766 53.3 2.4 Total Table 159. Banco Nossa Caixa – Operating Highlights Chg . % Dec/08 Sep/09 Dec/09 On Dec/08 On Sep/09 Checking Acc ounts – in thousands 3,420 3,449 3,296 (3. 6) (4.5) Individual Customers Check ing Accounts Network of Branches 3,223 562 3,256 566 3,122 566 (3. 1) 0. 7 (4.1) - ATM 3,732 3,715 3,685 (1. 3) (0.8) 179 - Banco do Brasil – MDA 4Q09 10.3.2 Businesses in Progress - Security Corporate Restructuring Moving forward with the strategy of increasing the share of the insurance area in the Bank's net income, in the last October BB carried out a corporate restructuration of its operations. Two subsidiaries were established: BB Seguros Participações S.A (BB Seguros) and BB Aliança Participações S.A (BB Aliança), both of which are non-financial companies directly related to BB. th Moreover, BB filed a Letter of Intent without binding effect at Sul América S.A. on October 06 ., 2009, expressing its interest in acquiring, through BB Seguros, all the shares held by SulAmerica in Brasilveículos, representing 60% of the common shares and 30% of the total capital stock. In reference to the company Brasilsaúde, both BB and Sul América expressed interest in reviewing its business model and its corporate structure . BB Aliança will be the owner of 100% of the shares of Cia. de Seguros Aliança do Brasil and BB Seguros becomes the holder of the following interests: Table 160. Insurance, Pension and Capitalization Companies Company Brasilprev Seguros e Previdência S. A. Brasilveículos Companhia de Seguros Brasilcap Capitalizações S. A. Brasilsaúde Companhia de Seguros % -Total Capital 49.99 70.00 49.99 49.92 Type of Shares % - ON % - PN 49.99 40.00 100.00 49.99 49.92 - Strategic Alliance with MAPFRE An intention to enter a strategic alliance with Grupo Segurador Espanhol MAPFRE (MAPFRE) was also filed, for the purpose of carrying out a strategic partnership for the elaboration, in the Brazilian market, of a risk insurance businesses, in the personal, elementary and automotive lines. MAPFRE is the largest insurance group in Spain and operates in 45 countries, mainly in the insurance, reinsurance and assistance markets of Latin America, where it ranks first in the non-life line. MAPFRE has over 34 thousand employees and 13 million clients worldwide. In 2009 first half, it achieved a net income of more than 530 million of Euros and revenues of over 10 billion Euros. In Brazil, the company is one of the largest in the sector, with a market share of 8.69% (without including VGBL pension plans), June 2009 position. At the end of the first semester of 2009, it recorded a profit of R$ 166.5 million (before taxation and profit sharing). The company's total consolidated assets reached R$ 6.48 billion and shareholders' equity R$ 1.48 billion. These figures consolidated the Group as one of the six largest insurance groups in Brazil. If completed, the strategic partnership will give birth to an insurance company which is a leader in the life segment and the second largest risk insurance company in Brazil, with a 16% market share, involving R$ 4 billion in earned premiums in the first seven months of 2009. Ownership interest in IRB-Brasil Re When an insurance company enters into an insurance agreement in excess of its financial capacity, it has to transfer this risk, or a portion of it, to a reinsurance company. Reinsurance is a common practice all over the world as a means to mitigate risk, safeguarding the stability of insurance companies and ensuring the payment of the claim to the insured party. IRB-Brasil Re (IRB) is the largest reinsurance group in Latin America, with assets of R$ 10.4 billion, issued premiums of R$ 1.8 billion and retained premiums of R$ 940 million, position of July 2009. The Federal Government holds 100% of the common shares of IRB and 50% of total capital. 180 - Banco do Brasil – MDA 4Q09 In order to supplement the operations of its insurance companies and moving forward with the restructuring of the segment, BB has proposed, and the Federal Government, with the intermediation of the Ministry of Finance, has accepted to start negotiations, with no binding effect, aiming to purchase an ownership interest, in compliance with the prevailing regulations and the terms and conditions inherent to transactions of this nature, particularly the obtaining of the previous authorizations required. Revision of the partnership with Principal Financial Group BB Seguros signed a memorandum of understanding with Principal Financial Group (Principal) to increase its ownership interest in the total capital of Brasilprev from 49.99% to 74.99%. The proposal consists of increasing the ownership interest of BB Seguros in total capital through the issue of registered preferred shares by Brasilprev, in a manner that there will be no increase in the interest held by BB Seguros in this company's voting capital (registered common shares). Through this partnership, the distribution channels of Banco do Brasil will sell the pension plan products of Brasilprev on an exclusive basis for a period of 23 years. In return, the ownership interest of BB Seguros in total capital will be increased, as described in the previous paragraph. Concomitantly, Principal announced that it intends to purchase the 4% ownership interest held by the Brazilian Service of Support to Micro and Small Enterprises (SEBRAE) in Brasilprev, leading the company to present the ownership structure described in the table below: Table 161. Partnership Revision – Principal Financial Group BB Seguros Principal SEBRAE Current % - ON 49.99 46.01 4.00 % - ON 49.99 50.01 - Future % - PN 100.00 - % - Total Capital 74.995 25.005 - In addition, BB Seguros and Principal intend to start negotiations aimed at the purchase of the private pension portfolios sold by MAPFRE Nossa Caixa. Strategic alliance with Icatu Group In order to form a strategic alliance to develop and sell capitalization businesses in the Brazilian market, a Memorandum of Understanding was signed between BB and Icatu Group on January 6th., 2010. The businesses between the two institutions will be integrated in order to eliminate competition between the partners. Accordingly, the corporate structure will be revised, as shown in the table below: Table 162. Partnership Revision – Principal Financial Group BB Seguros Icatu SulAmérica Aliança da Bahia Minoritários Current % - Common 49.99 16.67 16.67 15.80 0.87 % - Common 49.99 50.01 - Future % - Preferred 100.00 - % - Total Capital 74.995 25.005 The Icatu Group is leader among the companies not related to retail banks in the capitalization market and serves over 3.2 million people in various business lines. The information on the security businesses were addressed in Material Facts disclosed to the market on October 6th., 15th. and 27th., 2009 and January 6th., 2010. 181 - Banco do Brasil – MDA 4Q09 11 – Financial Statements 11.1 Summarized Balance Sheet Table 163. Balance Sheet – Assets R$ million Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Jun/09 Sep/09 414,193 416,052 458,237 521,273 591,925 598,839 685,684 ASSETS 406,228 407,781 449,235 511,761 577,351 584,287 669,719 Current and long-term assets 4,790 5,754 6,847 5,545 7,516 6,212 8,340 Available funds 72,689 54,283 71,092 119,408 131,796 132,438 157,541 Short-term interbank investments 57,963 44,064 61,637 95,160 103,356 111,171 134,045 Open market investments 14,725 10,219 9,454 24,249 28,440 21,267 23,495 Interbank deposits 81,490 82,301 85,954 86,909 110,594 109,564 129,818 Marketable securities 24,717 26,009 26,475 26,136 32,475 31,661 44,590 Securities for trading 35,388 35,480 37,777 38,374 45,269 46,645 52,750 Securities available for sale 20,485 19,597 20,443 20,123 31,433 30,477 30,773 Securities held to maturity 899 1,216 1,258 2,276 1,417 781 1,706 Financial derivatives 36,340 38,260 38,238 21,287 30,925 29,127 31,252 Interbank accounts 31,102 33,666 35,564 20,882 25,543 24,507 26,468 Central Bank deposits 11,127 12,952 12,220 12,439 12,381 11,188 12,398 Compuls. dep, on demand, Dep & float 19,975 20,714 23,344 8,443 13,162 13,319 14,069 Compulsory dep, on savings dep, 5,238 4,594 2,675 405 5,382 4,620 4,784 Others 118 126 138 228 99 102 161 Interdepartmental accounts 149,507 165,558 175,599 190,882 205,376 214,906 246,217 Loans 6,286 14,670 3,038 12,471 3,767 2,816 4,975 Public sector 153,543 161,661 183,345 191,589 216,684 228,995 259,359 Private sector (10,322) (10,773) (10,783) (13,179) (15,075) (16,904) (18,118) (Allowance for loan losses) 1,355 1,839 2,267 2,968 3,246 3,253 4,636 Leasing 1,380 1,875 2,310 4,880 3,352 3,406 4,861 Leasing and sub-leasing receivables 69 58 48 55 53 60 60 Public sector 1,311 1,817 2,262 4,825 3,299 3,346 4,801 Private sector (1,842) (Unearned lease income) (25) (36) (44) (71) (106) (153) (225) (Allowance for lease losses) 59,211 58,917 68,375 83,279 86,156 87,034 89,641 Other receivables 55 49 51 71 81 78 76 Receivable on guarantees honored 12,608 10,060 17,053 20,914 19,041 13,957 12,066 Foreign exchange portfolio 433 435 402 413 513 502 542 Income receivable 338 183 287 347 150 1,763 522 Trading and brokerage of securities 776 797 821 846 868 888 910 Specific credits 1 0 0 0 0 0 0 Special operations 269 304 396 441 586 702 815 Credits from Insurance, Pension and Capitalization Op. 14,051 14,337 14,994 16,499 20,413 21,053 22,261 Tax credits 2,180 2,092 2,003 7,794 7,794 8,410 8,709 Atuarial Assets 16,394 16,671 17,481 18,007 20,024 20,489 20,888 Warrants Deposits Receivable 13,120 15,074 16,008 19,325 18,363 20,916 24,523 Other credits (1,014) (1,082) (1,121) (1,377) (1,676) (1,725) (1,671) (Provision or doubtful receivables) (347) (357) (360) (579) (649) (702) (728) (With loan characteristics) (667) (726) (760) (798) (1,027) (1,023) (943) (Without loan characteristics) 729 743 726 1,256 1,642 1,652 2,114 Other assets 0 0 0 0 0 0 Statutory profit sharing 300 297 304 308 356 352 385 Others (164) (162) (165) (170) (183) (187) (191) (Provision for possible losses) 593 608 586 1,118 1,469 1,487 1,920 Prepaid expenses 7,964 8,271 9,002 9,512 14,574 14,551 15,965 Permanent assets 1,055 1,190 1,589 966 961 5,184 6,625 Investments 131 360 763 163 188 4,369 5,698 Investm, in assoc. and subsidiary co, 990 893 893 871 869 901 1,007 Other investments (66) (62) (66) (68) (96) (87) (80) (Provision for losses) 2,966 2,947 3,082 3,339 3,588 3,663 3,741 Property and equipment 2,585 2,612 2,692 2,668 2,825 2,970 3,061 Land and buildings in use 152 150 150 Land and buildings in use reavaliation 4,975 5,007 5,278 5,610 6,018 6,021 6,184 Other property and equipment in use (4,594) (4,672) (4,887) (4,940) (5,407) (5,478) (5,654) (Accumulated depreciation) 7 6 5 4 3 2 2 Leased assets 464 10 10 8 429 6 4 Leases assets (457) (5) (5) (4) (426) (4) (2) (Accumulated depreciation) 3,294 3,507 3,674 4,598 9,391 5,128 5,082 Intangible 3,294 3,507 3,674 4,600 10,544 6,657 6,998 Intangible Assets (2) (1,154) (1,529) (1,916) (Accumulated amortization) 642 622 652 604 632 574 515 Deferred charges 1,703 1,731 1,835 1,846 2,226 2,195 2,237 Organization and expansion costs (1,060) (1,109) (1,183) (1,241) (1,594) (1,621) (1,722) (Accumulated amortization) *Adjusted series since June 2007, concerning the CMN Resolution # 3,535, of 08.31.2008. For futher information see Presentation. 182 - Banco do Brasil – MDA 4Q09 Dec/09 708,549 691,539 7,843 168,398 144,174 24,224 124,337 38,274 62,161 22,439 1,463 26,592 24,280 11,919 12,361 2,312 295 261,783 5,667 273,801 (17,685) 4,701 4,932 63 4,869 (231) 95,233 91 8,671 563 436 932 0 908 21,910 12,655 21,209 29,539 (1,682) (702) (980) 2,358 364 (176) 2,170 17,010 6,645 5,776 947 (78) 4,214 3,336 6,632 (5,753) 1 4 (2) 5,677 7,659 (1,982) 472 2,247 (1,775) Table 164. Balance Sheet – Liabilities R$ million Mar/08 414,193 LIABILITIES AND SHAREHOLDERS' EQUITY 388,786 Current and long-term assets 189,751 Deposits 44,142 Demand deposits 48,112 Savings deposits 6,247 Interbank deposits 90,939 Time deposits 310 Investment deposits 99,716 Money market borrowing 37,545 Own portfolio 61,771 Third-party portfolio 400 Others 1,260 Funds from acceptances and securities placed 1,169 Foreign securities 3,049 Interbank accounts 3,036 Receipts and payments pending settlement 13 Correspondent banks 1,369 Interdepartmental accounts 1,273 Third-party funds in transit 96 Internal transfers of funds 3,251 Borrowing 3,251 Foreign borrowing 18,250 Domestic onlending – official institutions 3,184 Federal Treasury 9,198 National Development Bank (BNDES) Caixa Econômica Federal (CEF) 5,194 Fed. Prog. for Cap. Equip. Finan. (FINAME) 673 Other institutions 0 Foreign onlending 1,876 Financial derivatives 70,264 Other accounts payable 2,443 Collection of taxes and contributions 10,939 Foreign exchange portfolio 1,342 Stockholders and statutory distributions 12,244 Taxes and social security 590 Trading and brokerage of securities 10,575 Technical Prov. Insurance, Pension & Capitalization. Op. 2,125 Financial and Development Funds 887 Perpetual Securities 2 Special operations Obligations for Lotto Operations 10,405 Subordinated Debt (FCO) 4,111 Actuarial liabilities 14,600 Other liabilities Deferred income Corporate Profit Sharing 25,407 Shareholders’ equity 13,212 Capital (Unpaid Capital) 0 Capital reserves 6 Revaluation reserves 10,125 Revenue reserves 85 Mark-to-market – securities and derivatives 1 Retained earnings (accumulated losses) (Treasury shares) 1,978 Income accounts Jun/08 416,052 389,681 195,216 43,603 49,096 5,578 96,495 443 93,097 45,999 46,418 680 2,025 1,857 3,611 3,598 13 1,185 1,160 25 3,244 3,244 19,255 3,246 9,555 5,802 652 0 1,953 70,095 2,505 7,949 1,235 13,370 155 11,183 2,251 807 2 10,774 4,166 15,698 26,371 13,212 5 6 13,090 58 - Sep/08 458,237 430,348 229,810 42,955 52,693 6,309 127,582 270 85,339 28,632 56,707 2,664 2,465 2,438 2,423 14 1,315 1,268 46 5,008 5,008 19,640 3,276 9,380 6,085 898 0 1,367 82,767 2,770 15,761 1,549 14,540 382 12,075 2,277 971 2 11,232 4,285 16,924 27,889 13,699 5 7 12,750 (33) 1,461 Dec/08 521, 273 491, 336 270, 841 51, 949 54, 965 14, 065 149, 618 243 91, 130 21, 927 69, 203 3, 479 3, 210 21 1 20 2, 496 2, 495 0 7, 627 7, 627 22, 436 3, 485 11, 168 6, 585 1, 199 98 3, 895 89, 312 252 15, 964 1, 838 17, 570 401 12, 675 2, 458 1, 185 2 11, 772 5, 662 19, 531 (0) 29, 937 13, 780 5 7 15, 977 199 (31) - Mar/09 591,925 560,232 305,002 47,276 70,567 8,406 178,487 266 106,452 31,133 75,319 3,074 2,762 1,940 1,924 16 1,862 1,808 53 9,991 9,991 22,220 3,532 10,753 165 6,826 945 104 3,164 106,422 3,156 15,380 985 17,686 145 13,771 3,741 1,174 2,136 9 14,371 5,738 28,130 834 30,859 13,780 5 7 15,759 124 (31) 1,215 Jun/09 598,839 565,692 310,846 49,075 69,011 7,459 185,072 228 101,508 28,755 72,553 200 2,673 2,337 2,677 2,657 20 2,045 2,007 37 8,536 8,536 22,626 3,574 11,118 159 7,009 765 107 2,580 112,094 2,853 16,339 1,502 20,141 450 15,017 4,076 990 2,140 14,689 5,796 28,102 787 32,360 18,549 5 7 13,614 216 (31) - *Adjusted series since June 2007, concerning the CMN Resolution # 3,535, of 08.31.2008. For futher information see Presentation. 183 - Banco do Brasil – MDA 4Q09 Sep/09 685,684 652,002 326,958 50,107 72,233 9,627 194,707 284 153,603 45,543 106,568 1,491 6,231 3,383 2,792 2,769 23 1,859 1,840 19 8,855 8,855 26,761 2,826 14,968 153 7,780 1,034 104 6,098 118,742 2,629 15,466 1,608 22,224 378 16,081 4,052 901 2,346 16,409 5,871 30,775 21 33,661 18,549 5 7 13,299 324 (31) 1,509 Dec/09 708,549 672,429 337,564 56,459 75,742 11,619 193,516 229 160,821 31,902 128,745 174 7,362 4,597 21 1 21 3,229 3,215 14 6,370 6,370 31,390 2,101 19,630 146 8,381 1,133 99 4,724 120,848 377 12,174 2,625 24,297 528 17,339 4,135 3,516 206 18,553 5,927 31,172 0 36,119 18,567 5 7 17,301 270 (31) - 11.2 Summarized Corporate Law Income Statement Table 165. Summarized Corporate Law Income Statement R$ million Financial Intermediation Income Loans Leasing Securities Financial Derivatives Foreign Exchange Portfolio Compulsory Investments Financial Inc. from Insur., Pension & Capit. Op. Financial Intermediation Expenses Money Market Funds Borrowing. Assignments and Onlending Allowance for Loan Losses Gross Income from Financial Intermediation Other Operating Income (Expenses) Fee Income Banking Fees Revenues Personnel Expenses Other Administrative Expenses Taxes Equity Int. in the Results of Subs. and Affil. Income f/ Insur., Pension & Capitalization Op. Other Operating Revenues Other Operating Expenses Operating Income Non-operating Income Income Before Taxes Income and Social Contribution Taxes Statutory Profit Sharing Corporate Profit Sharing Net Income 184 - Banco do Brasil – MDA 4Q09 1Q08 10,971 7,001 49 3,767 (448) 122 428 53 (7,232) (4,909) (720) (1,603) 3,739 (853) 2,915 (1,933) (1,809) (566) 318 101 1,394 (1,272) 2,887 224 3,111 (462) (301) 2,347 2Q08 10,770 6,910 59 3,057 302 (112) 468 85 (6,954) (5,122) (88) (1,744) 3,816 (1,593) 2,259 646 (2,131) (1,855) (605) (129) 220 1,976 (1,975) 2,223 79 2,301 (445) (212) 1,644 3Q08 15,076 8,697 58 5,771 (85) (50) 590 94 (11,409) (7,068) (2,973) (1,367) 3,667 (1,449) 2,259 673 (2,377) (2,069) (577) 496 218 1,322 (1,396) 2,219 105 2,324 (216) (241) 1,867 4Q08 18,824 10,613 147 8,097 (1,053) 503 424 93 (17,226) (8,432) (4,903) (3,892) 1,597 2,744 2,338 720 (2,430) (2,185) (887) 707 353 7,090 (2,962) 4,342 5 4,347 (1,022) (380) 2,944 1Q09 2Q09 14,489 15,365 8,502 9,963 138 148 5,730 5,215 (62) (451) (116) 131 176 213 121 146 (11,131) (11,415) (7,761) (7,067) (716) (483) (2,654) (3,865) 3,359 3,950 (2,664) (1,167) 2,255 2,557 688 879 (3,152) (2,506) (2,691) (2,871) (667) (860) (90) (576) 303 471 2,061 4,957 (1,371) (3,217) 694 2,782 16 1,426 711 4,208 1,182 (1,559) (227) (300) 0 (1) 1,665 2,348 3Q09 15,637 10,333 147 5,083 (664) 406 213 117 (10,841) (7,320) (593) (2,928) 4,795 (1,875) 2,647 879 (2,909) (2,596) (807) (275) 392 3,162 (2,367) 2,921 379 3,300 (1,062) (258) (1) 1,979 4Q09 17,794 11,717 213 5,321 (47) 265 214 109 (11,665) (7,997) (718) (2,950) 6,129 1,065 2,714 892 (3,271) (3,054) (998) (49) 408 6,794 (2,371) 7,194 22 7,217 (2,463) (599) 1 4,155 11.3 Income Statement with Reallocations Table 166. Income Statement with Reallocations R$ million 1Q08 11,046 Financial Intermediation Income 7,208 Loans 49 Leasing 3,571 Securities (448) Financial Derivatives 122 Foreign Exchange Portfolio 428 Compulsory Investments 53 Financial Income from Insur., Pension & Capitalization Op. 27 FX Gain(Loss)on Foreign Investments 35 Other Op. Inc. of a Fin. Intermed. Nature Tax Hedge (5,477) Financial Intermediation Expenses (4,757) Money Market Funds (720) Borrowing .Assignments and Onlending 5,568 Net Interest Income (1,534) Allowance for Loan Losses 4,034 Net Financial Margin 2,915 Fee Income 2,915 Fee Income Banking Fee Income 101 Res. From Insurance, Pension Plan and Capitalization Op. (534) Taxes on Revenues 6,516 Contribution Margin (3,535) Administrative Expenses (1,801) Personnel Expenses (1,734) Other Administrative Expenses (26) Other Tax Expenses 2,955 Commercial Income (125) Legal Risk 6 Legal Claims (132) Labor Lawsuits (525) Other Operating Income (Expenses) (116) Eq.Interest in Resul. Subs. and Affil. (410) Other Operating Income/Expenses 880 Other Operating Income (1,290) Other Operating Expenses 2,305 Operating Income 224 Non-Operating Income 2,529 Income Before Taxes (669) Income and Social Contribution Taxes 125 Interest on Own Capital Tax Benefit (301) Interest on Own Capital Tax Benefit Statutory Profit Sharing 1,559 Recurring Income 789 Extraordinary Items 361 Sale of Interest in VISA Internacional Disposal of investments (Telemar) 241 Revaluation of Consolidated Interest (82) Economic Plans 67 Credit Assignment 302 Tax Efficiency Cards Replacement Contingent Liabilities (BESC) Tax Credit (BESC) Previ – Non-recognized Actuarial Gains Cassi – Non-recognized Actuarial Losses Additional Provision for Loan Losses Provision for labor, civil and tax claims Tax credits – diffirential of CSLL rate Disposal of Investments (Visanet Brasil) Voluntary Resignation Program - BNC Reversal of Labor Liabilities (101) Tax FX and Statutory Profit Sharing over Extraord. Items PREVI Actuarial Assets - Adjustments 2,347 Net Income 185 - Banco do Brasil – MDA 4Q09 2Q08 11,043 7,197 59 3,057 302 (112) 468 85 (294) 280 (5,210) (5,122) (88) 5,833 (1,687) 4,146 2,905 2,259 646 220 (571) 6,700 (3,662) (1,989) (1,672) (34) 3,004 (215) (74) (141) (600) 23 (624) 701 (1,324) 2,189 79 2,267 (592) 123 (212) 1,463 181 142 (54) 110 (54) 37 1,644 3Q08 15,894 8,993 58 5,771 (85) (50) 590 94 496 27 (9,862) (6,889) (2,973) 6,032 (1,338) 4,694 2,933 2,259 673 218 (541) 7,303 (3,817) (2,020) (1,797) (35) 3,451 (155) 4 (159) (525) 0 (526) 889 (1,415) 2,771 105 2,876 (598) 138 (241) 2,037 (170) (192) (360) 194 188 1,867 4Q08 20,412 11,106 147 8,097 (1,053) 503 424 93 711 50 334 (13,335) (8,432) (4,903) 7,077 (2,240) 4,837 3,058 2,338 720 353 (715) 7,534 (4,344) (2,301) (2,043) (45) 3,144 (226) (97) (129) (542) (3) (539) 1,230 (1,769) 2,375 5 2,380 (557) 140 (198) 1,626 1,318 (44) 5,326 (1,259) (1,594) (1,110) 2,944 1Q09 15,259 8,951 138 5,730 (62) (116) 176 121 (85) 470 (64) (8,275) (7,558) (716) 6,985 (2,491) 4,493 2,943 2,255 688 303 (618) 7,122 (3,931) (2,129) (1,801) (43) 3,149 (197) (95) (102) (554) (5) (550) 1,094 (1,643) 2,397 16 2,413 (688) 179 (203) 0 1,523 309 (95) (1,367) 1,213 557 (166) 1,665 2Q09 16,037 10,133 148 5,215 (451) 131 213 146 (592) 1,533 (439) (7,550) (7,067) (483) 8,487 (3,172) 5,316 3,436 2,557 879 471 (806) 8,417 (4,892) (2,613) (2,279) (7) 3,518 (45) (152) 107 (740) 15 (755) 1,136 (1,891) 2,733 11 2,744 (771) 182 (220) (26) 1,727 455 (193) 271 (676) 1,415 (362) 166 2,348 3Q09 16,048 10,609 147 5,083 (664) 406 213 117 (292) 643 (216) (7,729) (7,136) (593) 8,320 (3,017) 5,303 3,526 2,647 879 392 (760) 8,461 (4,897) (2,693) (2,203) (23) 3,540 (256) (40) (216) (590) 17 (607) 1,313 (1,920) 2,694 29 2,723 (727) 190 (230) (1) 1,764 215 141 (84) 119 209 (171) 1,979 4Q09 17,984 11,963 213 5,321 (47) 265 214 109 (74) 75 (58) (8,715) (7,997) (718) 9,268 (2,950) 6,318 3,606 2,714 892 408 (965) 9,367 (5,465) (2,844) (2,621) (27) 3,876 (4) 46 (49) (960) 24 (985) 1,463 (2,448) 2,912 22 2,934 (853) 191 (262) 1 1,819 2,336 530 242 3,030 (215) 644 (1,895) 4,155 Vice-Presidency of Finance, Capital Markets and Investor Relations Vice-President Ivan de Souza Monteiro Investor Relations Manager Marco Geovanne Tobias da Silva Executive Manager Gisele Campana Rodrigues Divisional Managers Eduardo Amaral Pilenghi Joaquim Camilo de Castro Analysts Bruno Santos Garcia Daniel Henrique Sousa Diniz Domingos Pereira dos Santos Neto Glauco Ribeiro Barbirato Tavares Hilzenar Souza Alves da Cunha Janaína Marques Storti Joabel Martins de Oliveira Leonardo Resende Nader Marcelo de Campos e Silva Marcone Edson de Vasconcelos Formiga Filho Mariana Reschke da Cunha Rafael Augusto Sperendio 186 - Banco do Brasil – MDA 4Q09 FINANCIAL STATEMENTS 2009 Results Todo seu INDEX MANAGEMENT REPORT FINANCIAL STATEMENTS Balance Sheet Income Statement Statement of Changes in Stockholder’s Equity Cash Flow Statement Added Value Statement EXPLANATORY NOTES NOTE 1 – The Bank and its Operations NOTE 2 – Presentation of the Financial Statements NOTE 3 – Summary of Main Accounting Practices NOTE 4 – Consolidated Financial Statements NOTE 5 – Acquisition of Banco Nossa Caixa S.A. and Banco Votorantim S.A. NOTE 6 – Cash and Cash Equivalents NOTE 7 – Short-term Interbank Investments NOTE 8 – Securities and Derivatives Financial Instruments NOTE 9 – Interbank – Linked Credits NOTE 10 – Loan Operations NOTE 11 – Other Receivables NOTE 12 – Foreign Exchange Portfólio NOTE 13 – Other Assets NOTE 14 – Investments NOTE 15 – Premises and Equipment and Leased Assets NOTE 16 – Intangible Assets NOTE 17 – Deposits and Money Market Borrowing NOTE 18 – Borrowings NOTE 19 – Resources from Securities Issues NOTE 20 – Other Liabilities NOTE 21 – Insurance, Pension and Capitalization Operations NOTE 22 – Other Operating Income / Expenses NOTE 23 – Non-Operating Income / Expenses NOTE 24 – Shareholder’s Equity NOTE 25 – Income and Social Contribution Taxes NOTE 26 – Tax Credit NOTE 27 – Related-Party Transactions NOTE 28 – Employee Benefits NOTE 29 – Remuneration of Employees and Management NOTE 30 – Assignment of Employees to Outside Agencies NOTE 31 – Commitments, Responsibilities and Contingencies NOTE 32 – Risk Management and Regulatory Capital NOTE 33 – Other Information INDEPENDENT AUDITORS REPORT SUMMARY OF THE AUDIT COMMITTEE REPORT DECLARATION OF THE BOARD OF DIRECTORS FISCAL COUNCIL REPORT EXECUTIVE BOARD Management Report 2009 Results Todo seu Unidade Relações com Investidores Management Report 2009 Dear Shareholders, We present the Management Report and the Financial Statements of Banco do Brasil for the year 2009, in conformity with the requirements of the Brazilian Corporate Law, the National Monetary Council (CMN), the Brazilian Central Bank, the Brazilian Securities Commission (CVM) and Banco do Brasil's Bylaws. Macroeconomic Environment Over 2009, the effects of anti-cyclic monetary and tax incentives in global scale were revealed through the end of the recession in central and main emerging economies, the second economic group having presented a performance better than the first. Despite of this fact, the world GDP went through its first post-war negative growth rate. Regarding the Brazilian economy, the strength of its macroeconomic fundamentals and financial system enabled the implementation of timely anti-cyclic measures such as those adopted in the areas of monetary policy (reduction of benchmark interest rate and increase in liquidity in real and dollar) and credit (with highlight to the performance of government banks), at the fiscal level (reduction in burdens and increase in expenditures, including investments) and the new housing program. Such measures were important for the economic activity recovery to occur already in the second quarter of the year and in a benign inflationary environment, once the variation in IPCA index was slightly below the midpoint of the inflation target for the year (4.5%). The continued consolidation of institutional and national economic fundamentals made the country more resilient to external adverse shocks. This evaluation was also confirmed by the recent achievement of the investment grade by Moody’s, the last of the main risk rating agencies to give such grade to Brazil. The investment grade status granted by Standard&Poor’s and Fitch Rating, in 2008, had also occurred in the context of a global crisis. 1 Management Report 2009 Highlights of the period The year of 2009 was full of challenges to Banco do Brasil and was marked by a strong growth of financial institutions, whether by merger or acquisition. Despite of this, Banco do Brasil, by means of a unique and successful strategy in the market, increased the offer of credit, making several economic sectors stronger. Whereupon, a profit of R$ 10.1 billion was recorded, a growth of 15.3% as compared to the previous year. It should be highlighted that over the year Banco do Brasil merged Banco Nossa Caixa and completed a strategic partnership with Banco Votorantim. In this context, the annualized return on shareholders' equity was 30.7% and the return on assets was 1.7%. As remuneration to shareholders, R$ 4.1 billion was set aside, being R$ 1.9 billion as interest on own capital and R$ 2.2 billion as dividends, maintaining a payout rate at 40%. The fundings ended the year with a balance of R$ 498.4 billion, an increase of 37.7% as compared to the previous year. Saving deposits stood out, growing of 37.8% in 12 months. Backed by this funding basis, the total loan portfolio grew 33.8% in comparison to 2008, and reached a balance of R$ 300.8 billion. Loans to individuals grew 88.1% in 12 months, as a result of the strategy followed by the Bank in payroll and car loans. BB maintained the delinquency level under control, which stood at levels below those estimated by the Banking Industry (SFN). It was noted a small decrease in the Operational Efficiency Ratio, which stood at 44% in 2009 and 42.3% in 2008, and in the Coverage Ratio of Personnel Expenses over Revenues from Fees stood at 114.1% in 2009 over 133.2% in 2008. These performances reflect the recent acquisitions and mergers, in a year that BB concentrated its efforts in the integration of these financial institutions. The social investments of Banco do Brasil attained R$ 167.2 million, including investments in culture (R$ 40.7 million), sports (R$ 63.5 million) and in education programs, generation of employment and income and dissemination of social technologies of Fundação Banco do Brasil (R$ 63 million). In relation to business strategy of Regional Sustainable Development (DRS), 4.5 thousand business plans were implemented for 1.1 million families in 4.7 thousand Brazilian municipalities in 2009. 2 Management Report 2009 Outlook Committed to staying among the leading financial groups in Latin America, Banco do Brasil outlined the following as strategies and goals for the next year: • become a reference in performance and sustainable business; • expand market share in loans; • increase share in the capital market; • expand product and service distribution capacity; • refine the management of customers and service delivery channels; • strengthen its activity in value chains, cooperativism and associativism; • Increase the international activities and the use of strategic, business and operational strategies in Brazil and abroad; • develop and refine the management of knowledge and of competencies of employees; • participate in the Dow Jones Sustainability Index; • Broaden and strengthen its activities of insurance, pension plan, capitalization, purchasing pools and cards. ECONOMIC-FINANCIAL PERFORMANCE • Banco do Brasil recorded net income of R$ 10.1 billion in 2009, 15.3% higher than the recorded in the previous year, with an annualized return on shareholders' equity of 30.7%. The earnings per share achieved R$ 3.95 in the past 12 months (accumulated). • Assets totaled R$ 708.5 billion, growth of 35.9% in 12 months, with a return on assets of 1.7% in 2009, against 2% in 2008. This performance allowed the Bank to recover its leadership in assets in the Brazilian Financial System. • Shareholders' equity reached R$ 36.1 billion, an increase of 20.6% in 12 months. • The sum of R$ 1,6 billion was recorded in the year in non-recurring items, with an impact on net income. Among these effects those that merit special emphasis (disregarding the tax effects and statutory 3 Management Report 2009 profit sharing) R$ 1.1 billion of tax credits and R$ 900 million of revenue derived from the IPO of Cielo (former Visanet Brasil). Disregarding these effects, recurring net income reached R$ 8.5 billion in the year. R$ million Highlights Income Net Income Income (without extraordinary impacts) Net income from financial intermed. Administrative expenses² Net Income per Share Return on Assets Return on Equity Equity Assets Loan portfolio Borrowings Assets under Management 2009¹ 10,148 8,506 63,285 (23,050) 3.95 1.7 30.7 Dec/09 708,549 300,829 498,385 370,773 2008 ∆2008 (%) 8,803 15.3 6,685 27.2 55,641 13.7 (16,787) 37.3 3.44 10.8 2.0 (0.4) pp 32.5 (2.8) pp Dec/08 ∆ Dec/08 (%) 521,273 36.0 224,808 33.8 361,971 37.7 301,756 22.9 ¹ Items based on Consolidated Statements, which consider BNC and BV. ² It refers to the sum of Others Administrative Expenses and Personnel Expenses. BB in a Glance* Customer base: 52.7 million; Export and import foreign exchange: 31.4% and 25.4% of the market share, respectively; Loans • Total portfolio: R$ 300.8 billion; • Payroll Loan: R$ 36.5 billion, 34.4% of the market; • Agribusiness: 58.1% of the National Farm Credit System; • BNDES Onlending: R$ 12.3 billion, market leader; • Foreign Loan Portfolio: R$ 17.3 billion; Total funding: R$ 498.4 billion; Capitalization: 23.4% of the market (collection); Revenues from cards: R$ 88.6 billion; Internet and Mobile Banking: 9.2 million clients enabled; Payment of civil servants: 5.7 million officials; Payment of retirees and INSS' beneficiaries: 6.8 million; ATM Network: 45.4 thousand ATMs; 4 Management Report 2009 Branches Network: 4.9 thousand, distributed in 3.6 thousand Brazilian municipalities and present in 13 countries; Banking Correspondents Network: 8.8 thousand. * Items based on Consolidated Statements, which consider BNC and BV. • Income from loan operations totaled R$ 40.5 billion, an increase of 22% in relation to the previous year, which was in line with the increase in the loan portfolio. • Service revenues reached R$ 13.5 billion, an increase of 14.4% in relation to 2008. • The administrative expenses, which comprise personnel expenses and other administrative expenses, totaled R$ 23.1 billion, which represents growth of 37.3% in 12 months, reflected in the productivity ratios shown in the table below: Productivity Ratios Service Revenues/Personnel Expenses Service Revenues/Administr. Expenses Efficiency Ratio - % 2009 114.1 58.6 44.0 2008 133.2 70.4 42.3 • Expenses with allowance for loan losses reached R$ 12.4 billion in the year, growth of 44% in 12 months, accounting for 4.1% of the loan portfolio. This movement reflects the increase of delinquency in the banking sector as a whole resulting from the international financial crisis and the Bank's stringency in the management of its assets. Although the level of default of BB's loans continues at a level below the National Financial System. • BB's investments amounted to R$ 1.3 billion in the year, 17.5% above 2008. It is worth to highlight the investments of R$ 505 million in properties (constructions and renovations), equipment (R$ 50.7 million), and technology (R$ 793.7 million). • BIS ratio of BB, which measures its capacity to leverage assets and face risks inherent to businesses, reached at the end of 2009 13.7%, above the minimum required by the monetary authority. • It is worth mentioning the Bank announced on January 28th, 2009 that it finishing studies aimed at carrying out primary and secondary offering of shares, in at least R$ 8 billion and at most R$ 10 billion, in order to reach a minimum free float of 25% required by Novo Mercado and sustain the future growth of the Bank’s loan portfolio. 5 Management Report 2009 See further information about the economic-financial performance of BB in the Management Discussion and Analysis Report at BB's website (www.bb.com.br/ir). SHARE PERFORMANCE Banco do Brasil's shares (BBAS3) closed the year priced at R$ 29.70, an increase of 117% in 12 months, against appreciation of 82.7% of Ibovespa. The performance reflects the recovery of the price of shares after a time of instability in the capital market and was leveraged by the admission of foreign capital in the country. BBAS3 was traded in all Bovespa's sessions, in the daily average amount of R$ 74.8 million in the year, as opposed to R$ 93.6 million in the previous year, and continued to be listed in the theoretical portfolios of the major São Paulo Stock Exchange indexes: Ibovespa, Ibrx50, Ibrx, IGC, ISE, and Itag. At Ibovespa, BBAS3 kept the 12th place in the current theorical portfolio. In relation to ISE, Banco do Brasil was listed in the portfolio for the 5th consecutive year of 34 participating companies. In the second half of 2009, Brazilian Central Bank, the Brazilian Securities Commission - CVM, and afterwards the Securities and Exchange Commission - SEC authorized the registry of the program of Level I American Depositary Receipt - ADR of Banco do Brasil. This program will increase the participation of BB in global capital markets and permit a broader diversification of its shareholding, as well as increase the liquidity of its shares. The official launch of ADR of BB occurred on December 2nd, 2009 and by February 10th, 2010 3.8 million ADRs were issued. Owing to its shares' apreciation, BB's market capitalization grew 102.4% and reached R$ 76.3 billion. The price/book value ratio reached 2.10x, which means that BB shares are being negotiated 2,10 times its equity value. Earnings per share reached R$ 3.95 in the past 12 months (accumulated). Banco do Brasil has a policy of paying out 40% of its net income in the form of dividends and interest on capital, at quarterly basis. The amount of R$ 4.1 billion was allocated to shareholders: R$ 2.2 billion as dividends and R$ 1.9 billion as Interest on Own Capital (JCP). The remaining 60% of the net income are used as legal and bylaws reserves and invested in business expansion. 6 Management Report 2009 BUSINESS PERFORMANCE Customer Base • BB closed the year with a base of with 52.7 million customers and 35 million checking accounts (32.8 million individuals checking accounts and 2.2 million business checking accounts), a growth of 0.3% and 15.2% in the quarter and 12 months, respectively. The recent takeover of Banco Nossa Caixa contributed with 5.5 million additional customers and 3.3 million additional checking accounts. • Of the non-checking account holder clients, 8.5 million are savings account clients, 2.7 million are beneficiaries of INSS (National Institute of Social Security) and 6.1 million consumers of other products and services. • From 2010 on, BB will adopt the new segmentation model for retail customers. The model to be implemented is based on studies that show potential for increasing the contribution margin of the customer base. Service Network • 17,9 thousand domestic points of service, the largest banking network in Brazil. BB also has 4 Private offices, 74 Estilo branches and around 491 Estilo spaces located in retail network branches. In order to provide special service to middle, large and corporate companies, BB counts on a network of 15 corporate branches and 66 business ones. • BB's own network abroad comprises 45 points of service in 23 countries. The complementary network comprises 1,372 banking correspondents in 144 countries. BB's network overseas supports the internationalization of Brazilian companies and the performance of international trade operations. • BB has the largest self-service network in Latin America, with 45.4 thousand ATMs, 8.8 thousand banking correspondents and availability of complementary channels, such as Call Center, Consumer Assistance Services, Ombudsman Dept., Internet's BB Portal and mobile banking, besides terminals shared with Caixa Econômica Federal and Banco de Brasília. Transactions and Automated and Virtual Channels 7 Management Report 2009 • 16.5 million transactions processed in its Banking Correspondent network. The amount of R$ 222.1 million in payroll loan operations highlights the importance of this channel to increase the business. • With 1.1 million electronic payers and 46.8% of market share, Banco do Brasil became leader in DDA (Authorized Direct Debit), solution launched in the 2nd half of 2009 aiming to improve convenience for the customers. As the electronic forwarding of DDA does not requires the printing of payment slips, the reduction of paper may be significant to environment. • 92% of the transactions undertaken by BB customers took place through self-service channels, with the ATM network being responsible for 39.6% of such transactions. • 9.3 million customers registered as internet banking and mobile banking users, which account for 34.8% of transactions performed. • 1.1 million adhesions to the Short Message Service (SMS), representing 59.4% of increase in relation to the end of 2008. The convenience and promptness provided to customers is the main reason for this growth. • Launching of the Financial Manager on the cell phone, self-service solution for businesses through the use of cell phones with Wap2 technology. • 7.3 million customers enabled to carry out transactions via the Call Center. 66.1 million transactions were carried out by means of this channel in the period. The financial volume movement in the Center was R$ 108.5 billion, of which the following stood out: loan operations to companies and individuals, debt recovery, fraud inhibition and settlement of payment orders, thus showing the importance of this channel to increase the businesses of the Bank. • BB makes available the e-bidding site (licitacoes-e.com.br), already established as one of the main electronic purchasing systems used by the public sector. In 2009 52.5 thousand public bids were held totaling R$ 15.2 billion, an increase of 30.3% as compared to 2008. Loans BB's loan portfolio reached R$ 300.8 billion, an increase of 33.8% in relation to the end of 2008. In the amplified concept, where guarantees granted and private securities are included, BB's loan portfolio attained R$ 320.7 billion. This progress was due over all by the growth of transactions with individuals, who then represented 30.5% of the total portfolio, as against 21.7% in December 2008. 8 Management Report 2009 R$ million Brazil Individuals Businesses - SMEs - Other Agribusiness Abroad Total Loan portfolio 2009 2008 283,560 209,693 91,791 48,811 125,336 97,192 44,920 34,900 80,416 62,292 66,434 63,690 17,268 15,115 300,829 224,808 ∆ (%) 35.2 88.1 29.0 28.7 29.1 4.3 14.2 33.8 Please note that the takeover of Nossa Caixa jointly with the strategic partnership with BV contributed with R$ 41 billion in the increase in loan operations. These effects provided BB with a significant rise in the credit market, going from 18.3% in 2008 to 20.1% by year-end 2009. Currently, BB is responsible for 1/5 of the country's credit market. One of the reflexes in the financial crisis that began in 2008 was the rise in delinquency in the National Financial System. In BB, the past due loans over 90 days rose to 3.3% by late 2009, as compared to 2.4% in December 2008, below the market for the whole period. Loans rated at risk levels AA to C accounted for 91.6% of the portfolio, against the 91% verified in the Banking Industry (SFN). A positive factor was the volume of recovered credits. In 2009 R$ 2.7 billion were recovered, which previously had been written off as losses, a sum 57% above that of the previous year. Loans to individual customers • Vehicle financing portfolio reached R$ 18.8 billion, an increase of 180.3% in relation to the same prior-year period, already considering R$ 9.3 billion of the strategic partnership with Banco Votorantim. With the partnership, BB reached a market share of 13.2%. • Mortgage loans, with specific and own funds, reached R$ 1.5 billion, including R$ 854 million regarding operations of Banco Nossa Caixa. Please note that BB concurred with the Government's policy to reduce the housing deficiency and encouragement of civil construction, funding undertakings according to the rules of Programa Minha Casa Minha Vida. 9 Management Report 2009 • Payroll loans reached R$ 36.5 billion in 2009, growth of 107.2% in relation to 2008. In this sum, R$ 13 billion are included from Banco Nossa Caixa acquisition and strategic partnership with Banco Votorantim. In relation to operations contracted by BB customers, Civil servants were accountable for 85% of the total portfolio, retirees and INSS pensioners were accountable for 7.4% and private enterprise workers for 7.6%. Banco do Brasil is a leader with a 34.4% market share in the activity. • During 2009 BB reduced its interest rates practiced for loans and personal overdraft accounts, dropping from an average 3.03% in December 2008 to 2.3% by the year end. Besides reducing rates, the Bank encouraged extension of maximum payment terms in a number of credit facilities, expanded the supply of credit to low-risk and goodrelationship customers, and also refined its methodology for credit risk rating, which led to business growth. Financing for Companies • Operations with working capital lines for micro and small businesses reached R$ 31.3 billion, an increase of 32.3% as compared to the end of 2008. Highlights are BB Giro Rápido, and BB Giro Empresa Flex, which attained balances of R$ 6 billion and R$ 8.4 billion, respectively, in December 2009. Considering medium, large, and corporate companies, the balance was of R$ 33.9 billion, a 27.7% progress as compared to the same period. • The portfolio of investment financing operations for micro and small enterprises (SMEs) accumulated a balance of R$ 11.5 billion in 2009, growth of 23.1% in relation to the previous year. A highlight for the BNDES card with R$ 2.4 billion, a service in which Banco do Brasil maintained its market leadership during the whole of 2009. • 93 thousand transactions entered into funded by Operation Guarantor Fund (FGO), a mechanism which ensures as much as 80% of working capital transactions and investment financing for medium and small companies, rising to R$ 2.7 billion by year-end 2009. Introduced in August, FGO is an important instrument for these customers to gain access to more attractive interest rates. • In investment lines for the wholesale segment, operations with onlending from BNDES System, which attained a balance of R$ 12.3 billion, the largest volume attained by a financial institution, with a market share of 21.1%, deserve a special mention. In 2009 Banco do Brasil was a leader in granting credit funded by BNDES. 10 Management Report 2009 • With the Merchant Navy fund, BB funded 6 projects related to shipbuilding and seaport infrastructure, totaling R$ 367.8 million in disbursements. Hence, the FMM portfolio rose to R$ 680.5 million in December, a 117.6% increase in 12 months. • The investment loan portfolio funded by Proger rose to R$ 11.5 billion in December, a 23.1% increase in the year. Proger Urbano Empresarial, a key service in this nature, was responsible for 46.5% of the portfolio. • In 2009, within the scope of the federal government's Growth Acceleration Program -PAC, BB was present in funding 21 projects, with special mention of the Santo Antônio and Jirau hydroelectric projects. BB's share in these investments is R$ 3.8 billion, out of an estimated total of R$ 19.5 billion. Loans to States and Local Governments. • In 2009 loan operations in the public sector were increased, with emphasis on those with states and local governments, which rose to R$ 2.1 billion, reflecting a 247.1% expansion as against the previous year. These funds were employed chiefly in investments with relevant social impacts such as infrastructure works and the acquisition of school buses. Foreign Trade Banco do Brasil consolidated its historical leadership of the export and import exchange market, with volumes of US$ 47.1 billion and US$ 34.1 billion, respectively, and market shares of 31.4% and 25.4%, respectively. The loan portfolio in this segment closed the year with a balance of R$ 17.3 billion. Worth mentioning the leadership in Advance on Foreign Exchange Contracts (ACC) and the Advances on Export Contracts (ACE), which attained contracted volume of US$ 10.9 billion, and market share of 34.7%. BB also led the financial agent ranking in BNDES foreign trade operations in 2009, with disbursements of US$ 1.8 billion in operations of BNDES-Exim, reaching a market share of 26.8%. In the Union's Export Financing Program (Proex), as the exclusive financial agent of the Union, BB disbursed US$ 278.7 million in the Financing category, and US$ 157.8 million in the Equalization category in the year, leveraging exports of US$ 4.3 billion. With regard to electronic solutions, new records: 63.9% of such export exchange contracts and 34.7% of import contracts were agreed on 11 Management Report 2009 through the Internet, and 39.3% used digital signatures. Currently, 62.9% of the exchange and foreign trade files under BB's charge are digitalized, and 31.4% of customers in this area also send papers to BB through digital means. In 2009, 16.8 thousand enterprises were trained by means of the International Business program. Agribusiness Banco do Brasil leads the domestic Rural Credit System, with a market share of 58.1%. By means of agricultural financing for the summer 2009/2010 harvest, it supported the production of roughly 15.6 million tons of soybeans, 10.5 million tons of corn, and 4 million tons of rice. Representing 22.1% of BB's total loans portfolio, the December 31st, 2009 balance in the agribusiness portfolio rose to R$ 66.4 billion, of which 74% regarding transactions maturing in 24 months and 13% between 24 and 48 months. The Bank uses mechanisms that reduce risks from agriculture loan portfolio: agricultural insurance, price protection instruments, agreements with integrators, provision of guarantees by third parties, agri-livestock technician reference system (RTA). As the end of the summer 2009/2010 harvest, 66.5% of the costing transactions (R$ 7.4 billion) were entered into with Agricultural Insurance or Proagro, while during the 2008/2009 harvest, 61.6% of funding transactions (R$ 8.7 billion) were funded by means of one of these two mechanisms. When Banco do Brasil enters into agricultural loans funded by FAT, the National Treasury, or Rural Savings, with the use of rates specified by National Monetary Council, it receives an "equalization" rate from the National Treasury. In 2009, BB obtained R$ 1.8 billion in equalization revenues, against R$ 1.4 billion in 2008. International Activities International activities by BB regards funding and encouraging business with Brazil. In particular, support in international operations by BB's business customers in the country, by means of relationships by its overseas subsidiaries and controlled companies and the Banco do Brasil overseas network. Overseas, foreign companies with business in Brazil also receive support. The Bank's strategy in international expansion has three starting points: Overseas Brazilian communities, the 12 Management Report 2009 transnationalization of large corporations, and expansion of the country's foreign exchange with the world. Overseas, BB's loan portfolio rose to R$ 17.3 billion, a 14.2% increase as compared to the same period in the previous year. The volume of business undertaken overseas (import/export loans and other working capital solutions) rose to R$ 23.5 billion. Export prepayment transactions deserve special attention, with US$ 3.1 billion disbursed during the period. Funding • The increase of R$ 136.4 billion in funding balances, a 37.7% increase as compared to year-end 2008, reflects the confidence by customers in BB, even in an adverse environment. Time deposits, that grew 29.3%, deserve special emphasis. BB's market share in total funding rose by 19.8% in 2008 to 25.8% at year-end 2009, position as September/2009 published by Banco Central do Brasil. R$ million Funding 2009 Demand deposits 56,459 Savings deposits 75,742 Time deposits 193,516 Money Market Borrowing 160,821 Other 11,848 Total 498,835 2008 51,949 54,965 149,618 91,130 14,308 361,971 ∆ (%) 8.7 37.8 29.3 76.5 (17.2) 37.7 • US$ 22.7 billion were obtained through overseas funding, chiefly with regard to a US$ 1.5 billion funding transaction in October 2009 by means of a hybrid equity and debt instrument in the form of perpetual bonds eligible to compose Tier I capital, which makes this BB's largest ever overseas funding transaction. • In 2009, in managing its capital structure, BB placed a total of R$ 3.2 billion in subordinated CDs in the domestic market, for the Tier II capital base of the Referential Equity as authorized by Banco Central do Brasil. Funding management and government programs • In 2009, BB funded R$ 3.2 billion in 64.6 thousand transactions with funds provided by Constitutional Fund for Developing the Middle- 13 Management Report 2009 west (FCO), equal to 97.5% of the year's budgeted target, which created / maintained 150 thousand direct and 248 thousand indirect jobs. Funds invested grew 4.4% in relation to the same period of previous year, and the balance of the portfolio attained R$ 10.9 billion. • With a portfolio of 56 Self-Managed Social Security Plan Systems RPPS, which invest their funds in investment funds and managed portfolios, BB has R$ 9.2 billion under its management and is a leader in a market valued in excess of R$ 40.8 billion. Services • BB Consórcios (BB Purchasing Pools) closed the year with 140.9 thousand active quotas, growth of 7.6% in 12 months. From this amount, 93.5 thousand consortium members in this total refer to automobiles and 7.4 participants thousand to housing. • In tax collection, BB accounts for 23.3% of the market at federal level and 37.3% at state level, corresponding to R$ 156 billion and R$ 97 billion collected, respectively. R$ 11.2 billion were collected in the municipal level. • By means of the bank collection services, collection of deposit forms and standing orders, Banco do Brasil provides services to 700 thousand companies that brought in R$ 606.7 billion in 2009. These services added R$ 1.6 million in revenue to BB, growth of 5.4% in 12 months. • 52 thousand payrolls were processed, considering business clients and public sector. Overall, BB provided these services to a total of 10.1 million people, involving civil servants and employees from private enterprises, and kept the leadership in this market segment. The takeover of Banco Nossa Caixa contributed with 142 thousand civil servants payrolls. Cards The card business added R$ 4.5 billion to the Bank, among revenues from financing and equity in the earnings (loss) of subsidiary and associated companies, an increase of 24% as compared to 2008. With a base of 87.3 million credit issued, BB obtained a turnover of R$ 88.6 billion in 2009, growth of 33.9% in relation to the previous year. This performance enabled BB to advance in its market share from 17.6% to 18.7%, maintaining its leadership in the Brazilian market of debit cards and in Visa flagship cards. 14 Management Report 2009 During 2009 BB reinforced its strategy of placing its cards in new market segments, such as agribusiness and corporate areas, chiefly by means of the BNDES card. In addition, it increased the use of cards as an instrument to pay bills, including those under the DDA (Direct Authorized Charge) system, having increased its billings by R$ 1.6 billion, or roughly 6.8% of the Bank's total card revenues. Banco do Brasil launched Ourocard American Express, Ourocard Visa Copa do Mundo FIFA 2010, Ourocard Nossa Caixa, Ourocard Empreendedor, and signed an agreement with GOL/Varig for the issuance of a co-branded Smiles credit card. Insurance, Private Pension Fund and Capitalization Businesses with insurance, pension plans and capitalization, measured by the insurance ratio, added R$ 991,5 million to the BB, comprised of equity in the earnings of subsidiary and associated companies and fee income, an increase of 30,7% in relation to 2008. These figures net of taxes contributed with 11,7% of BB's recurring earnings. Also in the fiscal year, Banco do Brasil started the insurance area's corporate restructuring by creating two wholly-owned subsidiaries - BB Seguros Participações S.A. and BB Aliança Participações S.A., intended to increase the share of earnings from this business area in total revenues. BB and MAPFRE entered into discussions on a strategic alliance to exploit insurance risks (Life, Automobiles, and Property / Casualty). In addition, the Bank entered into discussions to acquire an interest in Instituto de Resseguros do Brasil (IRB). In Life and Property / Casualty, Aliança do Brasil achieved R$ 316 million in Net Income, 27.4% above that for 2008. With regard to automobiles, Brasilveículos increased its portfolio by 20.4% over 2008 and achieved a 17.8% return on shareholders' equity. In medical insurance represented by Brasilsaúde, the dental health portfolio rose by 66.8% and has the lowest incident rate. With a combination of the capitalization business and a strategy for diversifying sales channels and introducing securities for the higher income public, with a portion of its revenues intended to social and environmental projects, Brasilcap ended the year with revenues of R$ 2.3 billion. Open-ended private pension plans marketed by Brasilprev ended the year with the market's largest net funding and as a leader in the PGBL type of funds, with a 27.6% market share. With regard to closed-end 15 Management Report 2009 private pension plans, after 15 years of market activities BB Previdência ended the year with R$ 1.1 billion in assets, 34 corporate plans by 46 sponsoring companies, 4 plans created by 4 trade and professional entities, and over 48 thousand participants. In the public employee social security field, BB provides advisory services in the management of the financial, legal, accounting, actuarial, and retiree payroll areas for Self-Managed Social Welfare Plan Systems - RPPS, involving 338 thousand covered participants. Investment solutions are also provided for 68% of the total RPPS area. Asset Management In 2009, BB DTVM, largest third-party asset manager in the country, attained R$ 306.7 billion in assets under management, growth of 24.5% in 12 months, and 21.1% of market share, according to the Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais – Anbima. In addition to the managed funds taken into account for Anbima ranking purposes, BB DTVM manages R$ 64.1 billion for other investment funds, ending 2009 with R$ 370.8 billion, growth of 22.9%. Capital Market and Treasury Banco do Brasil operates in the domestic capital market through BB Banco de Investimento S.A. (BB-BI). There were 32 fixed income securitiy issuances, totalling R$ 10.3 billion in 2009. In the custody of assets in the domestic market, it occupies 3rd place in the Anbima ranking, with 25.2% of market share. BB offers a share purchase and sale service by means of the network of branches, Internet (home broker) and cellular phone, with a volume of R$ 20.4 billion generated in 2009. In the variable income securities market, BB-BI coordinated share offerings totaling R$ 16.2 billion. It also acted in the coordination and distribution of Additional Construction Potential Certificates, holding five auctions with total funding of R$ 444.9 million for the consortium owned urban operation Faria Lima and Água Espraiada, both of the City Council of São Paulo. BB-BI is the only institution that distributes and coordinates this type of operation in the Brazilian capital market. By means of its wholly-owned subsidiary BB-BI, Banco do Brasil Participated in the IPO by Cielo (formerly Visanet) as a selling shareholder and a coordinating bank. With the sale of part of its share ownership position, BB-BI's interest in Cielo went from 31.6% to 23.5%, 16 Management Report 2009 generating a gross income of R$ 1.6 billion. The offering's total funding was in excess of R$ 8 billion, one of the largest offerings in 2009. In the international capital market, BB, by means of its foreign brokers BB Securities Ltd (London) and Banco do Brasil Securities LLC (New York), was active in 16 of the 32 Brazilian issues of fixed income securities, including STN, Petrobras, Votorantim, Odebrecht, TAM, Fibria, Gerdau, besides BB itself, which totaled over US$ 25.7 billion. CORPORATE GOVERNANCE Banco do Brasil's corporate governance structure is comprised by: the Board of Directors, advised by the Audit Committee and Internal Audit, and the Executive Board, made up of the Management Board (president and nine vice-presidents) and by 27 statutory directors. The Bank also has a permanent Fiscal Council. Decisions are taken collectively at all levels of the Bank. With the purpose of involving the executives in the definition of strategies and approval of proposals for BB's different businesses, the Management uses committees, subcommittees and commissions at a strategic level, which ensure the agility and security for the decision making. Among the instruments used to assure good governance, it is also worth highlighting the Corporate Governance Code and the Code of Ethics. Banco do Brasil is signatory of the Anbima Code of Regulation and Best Practices for the Private Banking Activity in the Domestic Market, ensuring high ethical standards, maximum transparency, qualification of professionals and commitment in the quality of the recommendation of products and services. It is valid to highlight that Banco do Brasil, its shareholders, the Officers and Members of the Board of Auditors undertake to resolve all and any disputes or controversies in connection with the Novo Mercado Trading Regulations through the Bovespa Market Arbitration Chamber, pursuant to the specific clause in Banco do Brasil’s Bylaws. In 2009 BB several administration changes: It created the Distribution São Paulo Directorship, to develop a specific action plan for that State in order to increase the Bank's competitiveness and business. Relationship with the Market The Bank held 21 meetings with analysts from the capital market at the Apimec regional offices during the year. Furthermore, BB took part in 85 meetings with domestic investors and analysts, 6 road shows and 21 17 Management Report 2009 conferences, and promoted 89 teleconferences with analysts and investors. In addition, in 2009 Banco do Brasil sponsored the first "BB Day", attended by 45 market analysts, besides the President, VicePresidents, Directors, and General Managers from a number of the bank's areas. BB's Investor Relations program was acknowledged as one of the best among public companies with instruments of wide circulation. BB also received honorable mentions in the categories of "Best Investor Relations Program" and "Best meeting with the community of company analysts", by IR Magazine Brazil 2009 award, being considered on of the five best IR companies in Brazil. BB provides up-to-date information to the market at the Investor Relations site (bb.com.br/ir). Highlights of the period Jan - Certificate of filing of the request for registration of Public Offering of Acquisition of Shares of Banco Nossa Caixa for acquisition of shares from the minority shareholders of Nossa Caixa. - Approval, by the Central Bank, of the takeover by Banco do Brasil of BESC and its consequent dissolution. Mar - Transfer of the controlling interest of Banco Nossa Caixa to Banco do Brasil, with transfer of shares belonging to the State Government of São Paulo. Apr - The appointment of Mr. Aldemir Bendine as Banco do Brasil's President. Jun The table below highlights several events that occurred in BB's business over the course of 2009: - The sale of shares totaling 7.05% of Cielo's equity capital. 18 Nov - Conclusion of a Strategic Partnership with Banco Votorantim, in which BB now holds a 49.99% of voting stock and 50% of total equity capital. - The Public Offering of Banco Nossa Caixa Shares. - The Election of Mr. Nelson Henrique Barbosa Filho to the office of Chairman of the Board of Directors. - The approval by means of a presidential decree to increase to as much as 20% the limit for foreign ownership in the equity capital of BB, and for the issue of ADRs (American Depositary Receipts). - The increase of Banco do Brasil's ratings for foreign currency deposits and debt by Moody's the risk rating agency. - Corporate reorganization in the insurance area, with the creation of the holding companies BB Seguros and BB Aliança. - Overseas funding through a perpetual bond issue totaling US$ 1.5 billion. These bonds are eligible to compose tier I capital, for BIS Ratio purposes. - Initial discussions to acquire a shareholding in IRB-Brasil Re S.A., owned by the Union. - Initial discussions with MAPFRE to create a strategic alliance for the development of personal insurance transactions, property / casualty, and automobiles. - Preparation of the corporate actions for the takeover of Banco Nossa Caixa and consolidation of the strategic partnership with Banco Votorantim. Dec Oct Sep Management Report 2009 - Launching of the project to issue Level 1 ADRs in the US market. Legal Information In compliance with CVM instruction 381, Banco do Brasil informs that KPMG Auditores Independentes did not render services to the Bank and subsidiaries other than those related to external auditing in 2009. In the hiring of services not related to external audits, Banco do Brasil adopts procedures based on the applicable legislation and on internationally accepted principles that preserve the independence of the auditor. These principles consist of: the auditor should not audit his own work, the auditor should not act managerially before his client nor promote the interests of his client. 19 Management Report 2009 In compliance with article 8 of Bacen Circular 3068/01, Banco do Brasil confirms that it has the intention and financial capacity to hold until maturity the securities classified in the "Securities Held to Maturity" category. The financial capacity is backed by a cash flow forecast that does not take into consideration the possibility of selling these securities. Pursuant to Article 243 of Law 6404/76, BB reports that investments in subsidiary and associated companies totaled R$ 12.1 billion as of December 31, 2009. There was a change in the company's ownership owing to the Strategic Partnership with Banco Votoranting and the takeover of Banco Nossa Caixa, still subject to the Central Bank approval. In accordance with article 14 of CVM 319/99, BB informs that as a result of the acquisitions/partnerships made in 2009, Banco do Brasil made investments of around R$ 11.9 billion, being R$ 7.7 billion in BNC and R$ 4.2 billion in BV. The Banco Nossa Caixa takeover project has resulted in advances such as the sharing of ATMs, cost reductions by renegotiating contracts, the start of sales in BNC branches of automobile insurance and BB mutual funds, the adoption of the BB forms for legal entity credit analysis, and a joint disclosure of an institutional advertising campaign. Besides that, the substitution of BNC individuals credit cards for Ourocard Nossa Caixa with chips reduced in 70% the losses on frauds. There are also perspectives of economies with administrative expenses due to BNC’s voluntary demission plan, launched on dec/2009. BNC organizational structure was changed. The presidency and directories were extinguished. Every BNC operations started reporting to Banco do Brasil, in the form of an administrative unit, structure that will make the management of the processes until the total merger, expected for conclusion in the second half of 2010. In accordance with criteria defined by the Brazilian Statute of Micro and Small Businesses (General Law of Micro and Small Businesses), 94.1% of BB's business clients are classified as micro and small businesses. The volume of funds used by microbusinesses as working capital totaled R$ 4.8 billion, whereas that used by small businesses totaled R$ 18.1 billion. The balance of investment operations contracted by micro enterprises totaled R$ 1.8 billion, whereas that of the small enterprises totaled R$ 6.9 billion. INTERNAL PROCEDURES 20 Management Report 2009 Risk Management With the resumption of global economic activity in 2009 and improved liquidity, BB confirmed its management strategy, based on a solid risk management. With conservative exposure to market risk, the level of capital required for coverage of this risk was 13.7% of the referential equity. In connection with liquidity risks, the Bank's exposure is minimum as it is the owner of an expressive position in highly liquid public federal bonds. This position has increased following the merger of Banco Nossa Caixa's treasury with that of Banco do Brasil. In relation to credit risk, Banco do Brasil uses its own methodologies to rate customer credit risks. Developed concurrently with best market practices and the concepts introduced by the Basel Accord, these statistical models consider customer past performance (credit score), their credit performance (behavior score) with the Bank and the market, and the use of bank products. The credit methodologies developed and implemented in the Bank include customer risk analysis in every corporate and individual customer segment, in addition to financial institutions and countries. These methodologies have permitted the improvement of the credit process, by virtue of a more precise assessment of customer risk profile and contributes to the increase of credit, at levels above the competitors, with quality and security, even in adverse scenarios. The deliquency on loans at Banco do Brasil, in the last 24 months, has remained at levels lower than that of the National Financial System. The provisioning level is in line with its key competitors, while the coverage ratio, the relation between provision and late payments, is above that of other banks. In order to manage operational risk, Banco do Brasil, following the best market practices, monitors operational loss through a systemized internal database, exposure limits and key risk indicators, besides risk matrices to assess relevant outsourced services. To promote a continued improvement in operating risk management, during the 2nd half of 2009 BB implemented a procedure for Monitoring and Analyzing Operating Risk Scenarios. At Banco do Brasil, collegiate risk management is performed apart from the business units. Risk and concentration policies are specified by the Bank's Board of Directors and by the Global Risk Committee (CRG), 21 Management Report 2009 which is a discussion group composed by the President and by vicepresidents. Actions for implementing and monitoring guidelines issued by the CRG are directed at specific sub-committees (Credit, Market, Liquidity and Operations), which are groups formed by Directors. Basel II BB continued with the consolidation of the simplified standardized approach of Basel II, and with the preparation process for adoption of advanced models. The tables below present the capital requirement according to the current normative provisions (Regulatory Capital) and the consumption of capital based on internal models (Economic Capital): R$ m illion Econom ic Capital 2008 Credit Risk Requirement (1) Market Risk Requirement (2) Operating Risk Requirement TOTAL 2009 4,809 414 1,335 6,558 8,060 104 2,250 10,414 (1) To loans portf olio and guarantees (2) Trade po rtf olio, capital consumption (Circ Bacen 3,354), exchange and commodities R$ m illion PRE 2008 Financial Consolidated Risk Credit Market Operating TOTAL 2009 Financial Econom ic Consolidated Financial Consolidated Financial Econom ic Consolidated PEPR PCOM+PACS 30,674 119 30,980 119 43,086 674 43,557 674 POPR 401 31,194 401 31,500 2,528 46,288 2,528 46,758 To find out more on Banco do Brasil's risk management policies, got to bb.com.br/ir. Internal Controls The Internal Control System adopted by Banco do Brasil observes the drivers of COSO - Committee of Sponsoring Organizations of the Treadway Commission and of COBIT - Control Objectives for Information and Related Technology and the demands of the regulatory and inspection agencies in Brazil and abroad. The Internal Compliance Program in 2009 was concentrated on risk management of which impacts, should they materialize, become relevant in the financial statements. The improvements also affected the procedures for creating and introducing BB's new products and 22 Management Report 2009 services. The CARPS - Risk Control and Assessment for Products, Services, and Assistance Channels is now consolidated and has proved to be an important market differential, when criteria such as positioning, risks, conformity, and operating efficiency are considered. Actions have also been intensified to reinforce the Conglomerate's control culture, with a view to achieving a high commitment by staff members with the quality of business, products, and services made available by BB, always relying on support by senior management, (a top down approach). Prevention and Avoidance of Money Laundering For Banco do Brasil, preventing and fighting against money laundering is a legal obligation and a commitment to the Country. In its internet website, the Bank discloses the policies adopted to prevent and avoid money laundering, and provides suggestions to customers on how to avoid being used by criminals in money-laundering schemes. Moreover, the Bank permanently invests in the education of its employees. On-site training and internal certification in the Bank's Prevention and Avoidance of Money Laundering are certified with Seal by Enccla - National Strategy for the Avoidance of Corruption and Money Laundering. The Enccla seal is granted by the Ministry of Justice to courses which should meet the requisites as defined in National Program of Education and Training for the Avoidance of Money Laundering. Furthermore, in 2009, BB included this topic in the contents of its external programs, in addition to having been honored in the 2010 Enccla meeting for its expressive contribution in the avoidance of corruption and money laundering in the country. PEOPLE BB ended the year with 103,971 employees as against 88,972 in 2008, of which 14,027 are staff members resulting from the merger with Banco Nossa Caixa. Please note that 1,328 employees concurred with Banco Nossa Caixa's Voluntary Resignation Program, which ended on 11.30.2009. 23 Management Report 2009 Collaborators Temporary labor ¹ Dec/09 103,971 788 Dec/08 88,972 2,430 ¹ Hired from companies specialized in providing temporary labor In 2009 the Bank provided 5,734 undergraduate and post-graduate scholarships, a 18.6% decrease as compared to 2008. Considering training courses in general, BB evidenced a 12.9% drop from 2008 to 2009, having provided 6,394 thousand hours of training in 2009. The remuneration and the benefits granted to the employees were distributed according to the table below: Payroll¹ Pension Plan - Previ² Health care plans – Cassi² Profit-Sharing Plan³ Training 2009 10,109 231.9 890 1,385 73 R$ million 2008 ∆ (%) 7,895 28.0 109.0 112.7 2,132 (58.3) 1,134 22.1 78 (6.2) ¹ Expenses with salaries, benefits, social charges and personnel provisions. ² Funding of supplementary pension and health care plans, pursuant to Note 28. ³ Amount set aside for Profit and Gain Sharing, pursuant to the Income Statement. In its structure, the Bank has a Quality of Life Area - VITAE, which develops and manages a number of programs intended to improve its employees' quality of life, such as PCMSO (Program for Occupational Health Medical Control), SESMT (Specialized Services in BB's Safety Engineering and Occupational Medicine), TABAS (Tobacco Control Program), and PAVAS (Assistance Program for Victims of Hold-Ups and Kidnappings). By means of the Traveling Ombudsman Project, in 2009 Banco do Brasil's Internal Ombudsman held training and awareness events for employees. In its relations with trade unions, BB has adopted a system of permanent discussions. Moreover, a "Salary Agreement" website was made available in the quest for improving the internal communications process, in order to consolidate and cultivate the practice of dialogue with union officials. SUSTAINABILITY 24 Management Report 2009 For information on the Bank's practices, please see the Sustainability Report that is a part of this report and which summarizes the Company's key events over the period. MAIN AWARDS RECEIVED IN THE PERIOD • Honorable mentions in the Grand Prix of Investor Relations in the categories of "Best Investor Relations Program" and "Best meeting with the community of company analysts", by IR Magazine Awards Brazil 2009. • Ranked in 2nd place in the "Best company for Shareholders" sponsored by Capital Aberto magazine. • Recognized with the "Best Investor Relations Executive" award by IR Magazine Awards Brazil 2009. • Given the title of "Chief Information Officer of the Year", by e-Finance 2009. • Recognized with the Seal in Favor of Gender Equity - 2nd Edition, an initiative of the Special Department of Policies for Women of the Federal Government. • Winner of the Alide Award of Recognition of Good Practices at Financial Institutions of Development with the DRS Business Strategy. • One of the three finalists of the Financial Times Award of Sustainable Finance 2009, "Sustainable Bank in Emerging Markets" category.”. The award received 165 entries referring to the experience of 117 institutions from 42 countries. • Winner, for the 3rd year running, of the 2008 Storeowner Merit Award, category Services, Segment Commercial Bank. • Recognized with the Special Highlight in Foreign Trade Award, offered by the Brazilian Foreign Trade Association. • One of the world's four banks certified by the Society for Worldwide Interbank Financial Telecommunications (Swift) to use Workers' Remittance V1.0 - an electronic solution for international transfers among individuals. • Acknowledged as the first retail bank in the Americas and southern hemisphere to be awarded an international certification in the ISO 20,000 quality norm for IT service management for electronic clearing of checks for the National Financial System. • Acknowledged as "The most Admired Companies in Brazil 2009", in agribusiness, by Carta Capital magazine. 25 Management Report 2009 • The BB (São Paulo) Call Center was named "The Best Call Centers to Work." This award is the result of a survey held by Hewitt Associates jointly with Consumidor Moderno magazine. ACKNOWLEDGMENTS We thank the dedication and diligence of our employees and collaborators, who are Banco do Brasil's greatest treasury, as well as the trust of shareholders and clients, which are the reason for our existence. Further information: Investor Relations Website (www.bb.com.br/ir) 26 Banco do Brasil S.A. Financial Statements In thousands of reais BALANCE Year ended on 12.31.2009 SHEET Banco do Brasil BB-Consolidated ASSETS 12.31.2009 12.31.2008 12.31.2009 12.31.2008 Current Assets 380,877,073 314,653,208 414,966,454 299,740,123 Available Funds (Note 6) 7,596,546 5,375,268 7,842,770 5,544,850 Short-term interbank investments Money market Interbank deposits (Note 7a) 166,919,021 134,937,621 31,981,400 127,830,542 95,151,703 32,678,839 166,070,192 144,173,860 21,896,332 107,237,436 95,159,610 12,077,826 Securities and derivative financial instruments Internal portfolio Repurchase agreements Deposits with the Brazilian Central Bank Pledged in guarantee Derivative financial instruments (Note 8) 39,370,590 29,778,301 5,239,743 3,713,112 19,300 620,134 36,839,447 24,194,172 8,571,019 1,810,537 272,710 1,991,009 59,297,166 47,295,209 5,956,127 3,817,049 1,147,243 1,081,538 42,346,332 29,695,948 8,576,649 1,810,537 272,710 1,990,488 26,421,167 153,232 25,950,674 24,167,099 148,158 1,635,417 1,254 316,007 21,206,709 178,205 20,895,605 20,823,562 10,826 61,217 325 132,574 26,574,438 153,258 26,063,340 24,279,765 148,158 1,635,417 7,746 350,094 21,286,986 178,230 20,954,167 20,882,124 10,826 61,217 325 154,264 293,950 330 293,620 228,102 -228,102 295,152 330 294,822 228,102 -228,102 Interbank Accounts Payments and receipts pending settlement Restricted deposits Brazilian Central Bank deposits National Treasury - rural credits receivable National Housing Financing System (SFH) Interbank onlendings Correspondent banks (Note 9) Interdepartmental accounts Third-party funds in transit Internal transfers of funds Loan operations Public sector Private sector (Allowance for loan losses) (Note 10) 102,016,228 2,432,592 107,102,607 -7,518,971 81,328,473 3,206,769 83,955,847 -5,834,143 110,606,691 2,794,701 115,763,862 -7,951,872 78,872,784 2,385,544 82,341,803 -5,854,563 Lease operations Public sector Private sector (Unearned income from lease operation) (Allowance for lease losses) (Note 10) -23,883 --23,883 -- 5,697 36,670 --30,973 -- 1,858,258 23,883 1,951,468 --117,093 1,235,592 36,670 1,230,066 --31,144 36,984,668 36,938 8,480,791 1,464,119 16,017 -28 -27,747,561 -760,786 41,087,222 24,135 20,913,621 1,038,371 78,896 1,701 28 -19,854,665 -824,195 40,891,329 39,588 8,671,052 533,393 435,578 -28 885,945 31,167,511 -841,766 42,070,999 24,135 20,913,621 384,803 345,819 1,701 28 440,611 20,799,150 -838,869 1,274,903 -290,210 -166,105 1,150,798 751,748 3 259,231 -154,360 646,874 1,530,458 -363,989 -175,968 1,342,437 917,042 3 308,329 -170,297 779,007 Other receivables Receivables on guarantees honored Foreign exchange portfolio Income receivable Negotiation and intermediation of securities Specific operations Special operations Insurance, pension plan and capitalization Sundry (Provision for other losses) Other assets Investments Other assets (Provision for devaluations) Prepaid expenses (Note 12a) (Note 11a) (Note 21a) (Note 11b) (Note 13a) (Note 13a) (Note 13b) 1 Banco do Brasil BB-Consolidated ASSETS 12.31.2009 12.31.2008 12.31.2009 12.31.2008 NON CURRENT ASSETS 279,731,903 206,424,122 293,582,389 221,532,694 LONG-TERM RECEIVABLES 257,451,549 195,393,035 276,572,786 212,021,057 (Note 7a) 7,248,277 7,248,277 11,442,051 11,442,051 2,327,768 2,327,768 12,170,861 12,170,861 (Note 8) 57,501,256 21,131,525 20,584,267 14,527,621 1,110,340 147,503 35,371,039 7,465,983 14,061,216 12,196,175 1,361,095 286,570 65,039,715 27,638,367 20,929,518 14,590,558 1,499,726 381,546 44,562,242 16,651,310 14,061,216 12,196,175 1,367,991 285,550 17,071 17,071 274 274 17,071 17,071 274 274 Interbank Investments Interbank deposits Securities and derivative financial instruments Derivatives Internal portfolio Subject to repurchase agreements Deposits with the Brazilian Central Bank Pledged in guarantee Derivative financial instruments Interbank transactions Interbank transfers Loan operations Public sector Private sector (Allowance for loan losses) (Note 10) 140,826,236 3,801,538 146,444,106 -9,419,408 108,363,702 715,058 114,851,620 -7,202,976 151,176,406 3,593,364 157,315,829 -9,732,787 112,008,779 1,654,885 117,678,416 -7,324,522 Lease operations Public sector Private sector (Unearned income from lease operation) (Allowance for lease losses) (Note 10) -38,967 -(38,967) -- 2,805 18,061 --15,256 -- 2,842,305 38,967 2,917,455 --114,117 1,731,979 18,061 1,753,905 --39,987 51,223,436 51,384 31,069 -931,845 -51,031,510 -822,372 39,910,781 47,038 32,505 -844,186 -39,510,751 -523,699 54,341,849 51,384 30,051 427 931,845 22,265 54,145,893 -840,016 41,207,799 47,038 28,242 691 844,186 12 40,825,473 -537,843 827,672 827,672 339,123 339,123 Other receivables Receivables on guarantees honored Income receivable Negotiation and intermediation of securities Specific credits Insurance, pension plan and capitalization Sundry (Provision for other losses) Other assets Prepaid expenses (Note 11a) (Note 21a) (Note 11b) (Note 13b) PERMANENT ASSETS 635,273 635,273 302,383 302,383 22,280,354 11,031,087 17,009,603 9,511,637 Investments Investments in subsidiary and associated companies Domestic Foreign Other investments (Provision for losses) (Note 14) 12,182,867 12,143,602 11,177,506 966,096 109,093 -69,828 3,232,919 3,198,067 2,185,853 1,012,214 89,088 -54,236 6,645,339 5,775,953 5,775,953 -947,225 -77,839 1,523,840 720,879 720,879 -870,707 -67,746 Land and buildings in use Land and buildings in use Other property and equipment in use (Accumulated depreciation) (Note 15) 4,006,745 3,167,766 6,232,263 -5,393,284 3,178,471 2,488,354 5,263,162 -4,573,045 4,214,484 3,335,698 6,631,918 -5,753,132 3,338,941 2,668,282 5,610,352 -4,939,693 Applications in fixed assets for leasing Leased assets (Accumulated depreciation) (Note 15) 60,775 93,876 -33,101 45,603 99,260 -53,657 1,223 3,640 -2,417 3,869 8,215 -4,346 Intangible Intangible Assets (Accumulated amortization) (Note 16) 5,625,845 7,607,239 -1,981,394 4,040,645 4,042,847 (2,202) 5,676,879 7,659,321 -1,982,442 4,040,645 4,042,847 (2,202) 404,122 2,083,036 -1,678,914 533,449 1,675,713 -1,142,264 471,678 2,246,822 -1,775,144 604,342 1,845,801 -1,241,459 660,608,976 521,077,330 708,548,843 521,272,817 Deferred charges Organization and expansion costs (Accumulated amortization) Total 2 Banco do Brasil BB-Consolidated L I A B I L I T I E S / S T O C K H O L D E R S' E Q U I T Y 12.31.2009 12.31.2008 12.31.2009 12.31.2008 CURRENT LIABILITIES 478,981,403 393,278,855 503,739,681 378,074,414 Deposits Demand deposits Savings deposits Interbank deposits Time deposits Sundry (Note 17a) 252,490,505 56,211,678 75,741,590 13,543,548 106,765,221 228,468 224,785,452 51,865,142 54,965,370 15,804,085 101,907,587 243,268 258,676,108 56,458,787 75,741,590 10,437,440 115,808,988 229,303 212,058,474 51,949,022 54,965,370 3,136,771 101,764,043 243,268 Deposits received under security repurchase agreements Internal portfolio Third-party portfolio Subject to repurchase agreements within free movement (Note 17c) 142,412,717 24,462,905 117,949,812 -- 87,448,258 21,311,721 66,136,537 -- 153,699,462 30,819,656 122,719,587 160,219 86,501,235 20,962,640 65,538,595 -- Funds from acceptance and issue of securities Mortgage Notes Foreign securities (Note 19) 758,810 -758,810 835,076 -835,076 1,406,912 407,929 998,983 1,167,593 248,155 919,438 21,332 602 20,730 21,152 772 20,380 21,350 615 20,735 21,161 781 20,380 3,209,295 3,197,791 11,504 2,495,853 2,495,480 373 3,229,088 3,214,643 14,445 2,495,853 2,495,480 373 Interbank accounts Receipts and payments pending settlement Correspondent banks Interdepartmental accounts Third-party funds in transit Internal transfers of funds Borrowings Domestic borrowings - Official institutions Domestic borrowings - Other institutions Foreign borrowings (Note 18a) 6,274,611 --6,274,611 9,223,333 2,750,087 -6,473,246 4,810,915 70,976 86,221 4,653,718 5,845,958 2,750,087 109,115 2,986,756 Local onlendings - official institutions National Treasury National Bank for Economic and Social Development (BNDES) Federal Bank (CEF) National Industrial Financing Authority (FINAME) Other institutions (Note 18b) 11,472,080 2,100,693 6,078,474 21,935 2,138,406 1,132,572 13,738,050 3,485,066 6,365,619 -2,688,728 1,198,637 12,405,660 2,100,693 6,731,990 21,935 2,418,470 1,132,572 13,749,287 3,485,066 6,365,619 -2,699,965 1,198,637 868 868 3,143,690 3,143,690 576 576 95 95 1,996,875 1,996,875 3,159,952 3,159,952 2,617,011 2,617,011 3,155,962 3,155,962 60,344,310 335,641 12,106,915 2,470,489 16,568,631 95,006 -2,050,776 204,007 13,260 26,499,585 48,428,039 232,192 15,870,660 1,816,963 13,342,332 345,799 -428,517 -17,696 16,373,880 66,872,599 376,523 12,173,988 2,625,183 18,315,213 526,029 4,123,164 2,050,776 204,007 13,260 26,464,456 53,078,796 252,368 15,964,485 1,838,048 14,345,530 376,629 3,321,909 428,517 -16,817 16,534,493 Foreign onlendings Foreign onlendings Derivative financial instruments Derivative financial instruments Other liabilities Collection and payment of taxes and social contributions Foreign exchange portfolio Social and statutory Taxes and social security contributions Negotiation and intermediation of securities Technical provisions - insurance, pension plan and capitalization Financial and development funds Special operations Hybrid capital and debt instruments Sundry (Nota 8d) (Note 12a) (Note 20b) (Note 21b) (Note 20a) (Note 20c) (Note 20e) (Note 20f) 3 Banco do Brasil L I A B I L I T I E S / S T O C K H O L D E R S' E Q U I T Y 12.31.2009 NON CURRENT LIABILITIES 145,508,308 LONG-TERM LIABILITIES BB-Consolidated 12.31.2008 12.31.2009 12.31.2008 97,861,225 168,689,897 113,261,153 145,259,396 97,639,703 168,689,756 113,261,153 Deposits Interbank deposits Time deposits (Note 17a) 77,614,251 2,012,595 75,601,656 51,656,948 3,802,500 47,854,448 78,887,719 1,181,133 77,706,586 58,782,622 10,928,174 47,854,448 Deposits received under security repurchase agreements Internal portfolio Third-party portfolio Subject to repurchase agreements within free movement (Note 17c) 7,108,094 1,082,487 6,025,607 -- 4,631,397 966,524 3,664,873 -- 7,121,725 1,082,045 6,025,607 14,073 4,629,129 964,256 3,664,873 -- Funds from acceptance and issue of securities Features letters Real estate, mortgage, credit and similar Debentures Foreign Securities (Note 19) 1,812,687 --1,812,687 365,451 --365,451 5,955,407 860,822 1,496,353 3,598,232 2,311,307 -21,020 2,290,287 Borrowings Domestic borrowings - Official institutions Foreign borrowings (Note 18a) 4,776,034 -4,776,034 5,294,568 -5,294,568 1,559,348 93,859 1,465,489 1,780,855 -1,780,855 Local onlendings - official institutions National Bank for Economic and Social Development (BNDES) Federal Bank (CEF) National Industrial Financing Authority (FINAME) Other institutions (Note 18b) 17,422,445 11,799,391 124,297 5,498,757 -- 8,671,278 4,802,134 -3,869,144 -- 18,984,508 12,897,512 124,297 5,962,699 -- 8,687,137 4,802,134 -3,884,811 192 1,457,949 1,457,949 294,422 294,422 98,555 98,555 97,984 97,984 187,908 187,908 739,108 739,108 2,107,025 2,107,025 739,098 739,098 34,880,028 4,123,099 1,320,070 -2,083,838 2,278 16,387,569 3,503,525 7,459,649 25,986,531 2,315,952 1,784,041 -2,029,282 2,335 11,772,177 1,168,461 6,914,283 53,975,469 5,981,486 2,197 13,216,012 2,083,838 2,278 18,553,240 3,502,544 10,633,874 36,233,021 3,224,798 24,843 9,353,318 2,029,282 2,335 11,772,177 1,168,461 8,657,807 248,912 221,522 Foreign onlendings Foreign onlendings Derivative financial instruments Derivative financial instruments Other liabilities Taxes and social security Negotiation and intermediation of securities Technical provisions - insurance, pension plan and capitalization Financial and development funds Special operations Subordinated debt Hybrid capital and debt instruments Sundry (Nota 8d) (Note 20b) (Note 21b) (Note 20a) (Note 20c) (Note 20d) (Note 20e) (Note 20f) DEFERRED INCOME MINORITY INTEREST IN SUBSIDIARIES STOCKHOLDERS' EQUITY -(Note 24) -- -- -- 141 -- 36,119,265 29,937,250 36,119,265 29,937,250 18,566,919 17,236,823 1,330,096 13,779,905 12,458,740 1,321,165 18,566,919 17,236,823 1,330,096 13,779,905 12,458,740 1,321,165 Capital reserves 5,188 5,188 5,188 5,188 Revaluation Reserves 6,746 7,286 6,746 7,286 17,301,439 15,977,333 17,301,439 15,977,333 270,164 198,729 270,164 198,729 -31,191 (31,191) -31,191 (31,191) 660,608,976 521,077,330 708,548,843 521,272,817 Capital Domestic Foreign Profits Reserves Assets Valuation Adjustments (Treasury Shares) Total (Nota 8f) The accompanying notes are an integral part of these financial statements 4 Banco do Brasil S.A Financial Statements In thousands of reais Year ended on 12.31.2009 Statement of Income Banco do Brasil 2S2009 INCOME FROM FINANCIAL INTERMEDIATION BB-Consolidated 2009 2008 2S2009 2009 2008 28,395,133 55,998,281 55,348,356 34,715,065 65,729,138 57,115,713 19,178,139 36,425,296 33,031,551 22,050,178 40,515,241 33,220,577 Loans (Note 10b) Leases (Note 10i) 25,359 50,880 54,241 1,321,716 2,310,112 1,165,857 Securities (Note 8b) 8,894,970 19,392,839 21,165,973 10,404,651 21,349,624 20,692,255 -1,283,280 Derivative financial instruments (Note 8e) -669,446 -1,179,684 -1,282,975 -710,122 -1,222,621 Net foreign exchange (Note 12b) 640,068 658,721 469,764 671,033 685,917 464,154 Compulsory deposits (Note 9b) 326,043 650,229 1,909,802 427,607 816,273 1,909,802 Insurance, pension plans and capitalization (Note 21e) 550,002 1,274,592 946,348 -- -- -- -19,762,795 -41,183,190 -42,993,211 -23,790,654 -47,496,279 -44,296,320 Deposits and funds obtained in the money market (Note 17d) -13,318,317 -27,383,700 -25,542,519 -15,317,759 -30,145,928 -25,531,725 Borrowings and onlendings (Note 18c) -1,172,447 -2,340,688 -8,853,265 -1,311,117 -2,509,969 -8,684,551 Leases (Note 10i) -22,015 -44,342 -46,577 -961,050 -1,663,342 -852,352 Insurance, pension plans and capitalization (Note 21e) -323,386 -780,779 -621,884 EXPENSES FROM FINANCIAL INTERMEDIATION Allowance for loan losses (Notes 10f e 10g) GROSS FINANCIAL INTERMEDIATION INCOME OTHER OPERATING INCOME/EXPENSES -- -- -- -5,250,016 -11,414,460 -8,550,850 -5,877,342 -12,396,261 -8,605,808 8,632,338 14,815,091 12,355,145 10,924,411 18,232,859 12,819,393 -1,149,919 1,110,304 -1,262,177 -1,231,461 -809,302 -4,641,058 Banking service fees (Note 22a) 3,883,960 7,365,842 6,806,077 5,360,395 10,171,717 9,088,792 Banking Fees (Note 22b) 1,425,918 2,829,816 2,721,886 1,771,631 3,339,464 2,722,001 Personnel expenses (Note 22c) -4,953,839 -10,024,943 -8,580,242 -6,179,793 -11,838,434 -8,870,069 Other administrative expenses (Note 22d) -4,486,952 -9,245,535 -7,375,501 -5,649,688 -11,211,953 -7,917,260 Tax Expenses (Note 22e) -1,367,988 -2,560,633 -2,222,744 -1,804,779 -3,332,678 -2,634,872 Equity in the (earnings)/loss of subsidiary and associated companies (Note 14) 831,318 1,849,552 3,028,642 -324,394 -989,350 1,394,233 Insurance, pension plan and capitalization (Note 21e) 799,565 1,574,123 892,415 Other operating income (Note 22f) 9,244,142 15,870,347 11,245,922 9,956,403 16,972,954 11,780,014 Other operating expenses (Note 22g) -3,466,255 -7,346,623 -6,855,501 -4,738,642 -9,326,901 -7,605,173 9,742,642 13,552,914 11,123,684 10,115,109 13,591,801 11,669,474 412,544 OPERATING INCOME NON-OPERATING INCOME (Note 23) -- -- -- 148,206 176,312 100,991 401,384 1,843,628 Income 182,696 246,452 191,448 482,033 1,971,297 561,088 Expenses -34,490 -70,140 -90,457 -80,649 -127,669 -148,544 9,890,848 13,729,226 11,224,675 10,516,493 15,435,429 12,082,018 PROFIT BEFORE TAXATION AND PROFIT SHARING INCOME TAX AND SOCIAL CONTRIBUTION ON NET INCOME -2,974,280 -2,286,422 -1,298,239 -3,524,943 -3,902,787 -2,145,116 Income tax (Note 25) -1,710,171 -3,441,524 -2,926,234 -2,497,831 -5,116,348 -3,608,692 Social contribution on net income -1,064,005 -2,113,624 -1,810,802 -1,430,707 -2,914,093 -2,081,175 -200,104 3,268,726 3,438,797 403,595 4,127,654 3,544,751 -782,609 -1,295,282 -1,123,567 -857,615 -1,384,531 -1,134,068 24 -589 6,133,959 10,147,522 Deferred tax credits PROFIT SHARING MINORITY INTEREST NET INCOME Number of shares (Treasury Shares) Total shares used in calculation of earnings per share Net income per share -6,133,959 2,569,860,512 (1,150,369) -10,147,522 2,569,860,512 (1,150,369) -8,802,869 2,568,186,485 (1,150,365) 2,569,860,512 (1,150,369) 2,569,860,512 (1,150,369) 35 8,802,869 2,568,186,485 (1,150,365) 2,568,710,143 2,568,710,143 2,567,036,120 2,568,710,143 2,568,710,143 2,567,036,120 2.39 3.95 3.43 2.39 3.95 3.43 The accompanying notes are an integral part of these financial statements 14 Banco do Brasil S.A Financial Statements In thousands of Reais Year ended on 12.31.2009 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Capital Reserves EVENTS Balances at 12.31.2007 Capital increase through shares incorporation (Note 24b) Treasury shares Ajustment to market value (Note 8e) Prescribed interest on own capital and dividends Revaluations in subsidiary and associated companies Realization of revaluation reserves in subsidiary and associated companies (Note 24c) Fiscal incentives Net income for the period Appropriantions: - Reserves - Dividends (Note 24e) - Interest on own capital (Note 24e) Balances at 12.31.2008 Changes in the period Balances at 06.30.2009 Capital increase through shares incorporation (Note 24b) Ajustment to market value (Note 8e) Prescribed interest on own capital and dividends Gain/loss in subsidiary and associated Realization of revaluation reserves in subsidiary and associated companies (Note 24c) Net income for the semester Appropriantions: - Reserves - Dividends (Note 24e) - Interest on own capital (Note 24e) Balances at 12.31.2009 Changes in the semester Balances at 12.31.2008 Capital increase with reserves (Note 24b) Capital increase through shares incorporation (Note 24b) Ajustment to market value (Note 8e) Prescribed interest on own capital and dividends Gain/loss in subsidiary and associated Realization of revaluation reserves in subsidiary and associated companies (Note 24c) Net income for the period Appropriantions: - Reserves - Dividends (Note 24e) - Interest on own capital (Note 24e) Balances at 12.31.2009 Changes in the period The accompanying notes are an integral part of these financial statements 6 Capital Realized Tax Incentives 13,211,644 568,261 ----------13,779,905 568,261 18,548,611 18,308 --------18,566,919 18,308 13,779,905 4,768,706 18,308 --------18,566,919 4,787,014 34 ------5,154 ----5,188 5,154 5,188 ---------5,188 -5,188 ----------5,188 -- Revaluation Reserves in Subsidiary and Associated Companies 5,909 ----1,662 (285) -----7,286 1,377 6,948 ---17 (219) ----6,746 (202) 7,286 ----17 (557) ----6,746 (540) Revenue Reserves Legal Reserves 1,348,772 --------440,144 --1,788,916 440,144 1,989,474 ------306,817 --2,296,291 306,817 1,788,916 -------507,375 --2,296,291 507,375 Statutory Reserves 4,577,229 --------5,753,334 (910,852) -9,419,711 4,842,482 11,624,888 ------3,695,742 (315,482) -15,005,148 3,380,260 9,419,711 -------6,119,393 (533,956) -15,005,148 5,585,437 Expansion Reserves 4,768,706 -----------4,768,706 -------------4,768,706 (4,768,706) ----------(4,768,706) Assets Valuation Treasury Adjustments Subsidiary shares Bank and associated 24,366 325,436 ------(31,191) (55,788) (95,285) -------------------------(31,422) 230,151 (31,191) (55,788) (95,285) (31,191) 17,060 199,187 (31,191) ---(53,945) 107,862 ----------------------(36,885) 307,049 (31,191) (53,945) 107,862 -(31,422) 230,151 (31,191) ------(5,463) 76,898 ----------------------(36,885) 307,049 (31,191) (5,463) 76,898 -- Retained Earnings ----620 -285 -8,802,869 (6,193,478) (1,062,069) (1,548,227) -----6,483 -219 6,133,959 (4,002,559) (1,184,090) (954,012) ------3,742 -557 10,147,522 (6,626,768) (1,667,187) (1,857,866) --- Total 24,262,096 568,261 (31,191) (151,073) 620 1,662 -5,154 8,802,869 -(1,972,921) (1,548,227) 29,937,250 5,675,154 32,360,165 18,308 53,917 6,483 17 -6,133,959 -(1,499,572) (954,012) 36,119,265 3,759,100 29,937,250 -18,308 71,435 3,742 17 -10,147,522 -(2,201,143) (1,857,866) 36,119,265 6,182,015 Banco do Brasil S.A. Financial Statements In thousands of Reais Year ended on 12.31.2009 STATEMENT OF CASH FLOW Banco do Brasil 2S2009 CASH FLOWS FROM OPERATING ACTIVITIES Net Income before taxes Adjustments to Net Income Provision for credit, leasing operations and other receivables Depreciation and amortization Resultado da avaliação do valor recuperável de ativos Result of participation in affiliates and subsidiaries (Profit)/ loss on the sale of assets (Gain)/Loss on Capital Changes in foreign exchange Provision/(reversal) for devaluation of other assets Amortization of goodwill on investments (Reversal)/expenses with civil, labor and tax provisions Changes in provision for Insurance, Pension Plans and Capitalization Mark-to-market adjustment for trading securities and derivatives Actuarial Assets/Liabilities Other adjustments Changes Short-term interbank investments Securities and derivative financial instruments Interbank and interdepartmental accounts Loan operations Lease operations Other claims net of deferred tax Other assets Income tax and social contribution Deposits Money Market Repurchase agreements Borrowing and onlendings Other liabilities Change Deferred Income CASH PROVIDED/(USED IN) OPERATIONS CASH FLOWS INVESTING ACTIVITIES Securities and Derivatives availlable for sale Securities and Derivatives held to maturity Dividends receivable from subsidiary/associated companies (Acquisition) / disposal of fixed assets in use (Acquisition) / Disposal of investment (Acquisition) of intangible (Increase) / decrease of deferred Cash and Cash Equivalents Assets and Liabilities arising from the merger of Banco Nossa Caixa (Note 5.a.) Cash and Cash Equivalents Assets and Liabilities arising from the Acquisition of Banco Votorantim (Note 5.b.) CASH PROVIDED/(USED IN) INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Change in minority interest Subordinated debt Hybrid capital instruments and debt Capital increase by shares incorporation Acquisition of shares in Treasury Dividends and Interest on own capital paid CASH PROVIDED/(USED IN) FINANCING ACTIVITIES Net Cash Variation 2009 BB - Consolidated 2008 2S2009 2009 2008 9,890,848 495,366 5,250,016 1,046,220 4,063 (831,318) (23,791) (19,871) (265,919) 3,131 24,799 (1,257,621) -152,079 (3,592,923) 6,501 13,729,226 7,239,306 11,414,460 1,993,106 4,063 (1,849,552) (32,129) (17,187) (762,200) 2,679 65,055 460,539 -136,144 (4,179,431) 3,759 11,224,675 4,500,814 8,550,850 790,703 83,671 (3,028,642) (33,920) 4,215 708,177 2,826 -1,384,142 -(330,040) (3,669,548) 38,380 10,516,493 4,695,578 5,877,342 1,305,156 4,736 324,394 (5,804) (16,935) (365,320) 2,594 47,956 (1,205,124) 2,267,013 115,603 (3,592,923) (63,110) 15,435,429 16,264,335 12,396,261 2,405,841 4,736 989,350 (17,205) (14,799) (1,041,840) 2,074 135,509 1,097,880 4,386,295 95,905 (4,179,431) 3,759 12,082,018 9,249,594 8,605,808 814,844 83,671 (1,394,233) (85,659) (19,613) 932,614 2,836 -1,659,124 2,478,428 (197,058) (3,669,548) 38,380 (54,103,737) 468,093 (7,639,479) (30,674,715) 6,084 (1,040,091) (538,421) (2,774,176) 15,149,097 58,569,829 1,790,627 1,839,901 (395,690) 32,792 (8,923,672) (53,678,169) 1,320,426 (7,999,748) (45,135,557) 8,502 5,180,484 (556,829) (5,555,148) 13,841,022 55,966,488 1,370,970 749,142 2,454,996 8,542 (11,056,347) (35,462,271) 2,516,150 12,229,012 (59,645,321) (7,852) (17,737,666) 1,839,236 (4,737,036) 84,704,546 19,326,746 840,064 14,049,225 11,965,425 98,773 45,704,520 (70,386,685) (2,132,742) 935,534 (34,745,540) (38,717) (766,306) (491,203) (3,928,538) 13,558,389 46,261,488 1,627,820 2,294,746 (1,410,709) -(34,010,392) (76,202,677) (3,233,899) 1,247,715 (52,270,401) (413,263) 2,875,269 (626,390) (8,030,441) 16,897,899 48,437,052 818,837 3,101,597 3,665,912 -(32,033,026) (26,815,774) (6,004,885) 12,195,233 (60,005,106) (1,779,774) (20,798,410) 1,691,631 (5,689,867) 82,558,608 18,860,251 2,181,742 9,840,242 24,427,607 (122,749) 51,870,361 (10,562,304) 8,048,294 1,746,294 (809,327) (185,670) (1,180,631) -- (9,368,347) 8,447,014 2,504,030 (1,195,496) (555,827) (1,497,276) -- (418,368) 923,572 1,941,240 (911,828) (41,413) (4,259,421) -- (13,073,244) 8,971,828 -(896,807) (81,781) (2,456,453) -- (15,118,446) 10,771,841 -(1,300,154) (170,022) (1,668,061) -- (416,147) (3,292,597) -(836,192) 198,362 (4,329,277) -- (3,552,174) (4,810,665) (3,750,000) (10,245,518) (3,750,000) (10,226,567) -(2,766,218) 3,113,393 (6,381,987) 3,113,393 (3,515,412) -(8,675,851) -1,698,429 2,330,628 18,308 -(3,052,077) 995,288 -4,615,392 2,330,628 18,308 -(3,718,268) 3,246,060 -1,754,207 (448) 6,781,063 2,330,628 18,308 -(3,718,268) 5,411,283 (69) 1,760,094 568,261 (31,191) (2,830,179) (538,902) (786,540) 3,864,100 2,330,628 18,308 -(3,052,077) 2,374,419 568,261 (31,191) (2,830,179) (533,084) 42,399,400 42,661,426 -- (1,958,923) 856,037 (18,173,902) (18,036,854) (38,017,960) (30,137,155) At the beginning of the period 67,876,413 67,739,365 25,339,965 75,892,942 68,012,137 At the end of the period Increase (decrease) in cash and cash equivalents 49,702,511 49,702,511 67,739,365 37,874,982 37,874,982 (18,173,902) (18,036,854) (38,017,960) (30,137,155) 42,399,400 -- 25,350,711 68,012,137 42,661,426 The accompanying notes are an integral part of these financial statements 7 Banco do Brasil S.A. Financial Statement In Thousand of Reais Year ended on 12.31.2009 STATEMENT OF ADDED VALUE Banco do Brasil Description 2S2009 Balance Income Financial Intermediation Income Banking and service fees Allowance for loans losses Other income/expenses Financial Intermediation Expense Inputs purchased from third parties Materials, energy and other Services provided Others Communications Data processing Transportation Security and surveillance services Services of the financial system Advertising and publicity Other Added Value Amortization / depreciation Net Value Added Produced by Entity Added Value Received in the Transfer Equity in the (earning)/loss of subsidiary and associated companies Added Value to distribute DISTRIBUTED OF ADDED VALUE Personnel Salaries and fees Profit sharing Benefits and training FGTS Others Income Taxes and Social Contribution Federal State Municipal Remuneration of Third Party Capital Rentals Remuneration of Equity Interest on capital of the Union Interest on equity to other stockholders Dividends - main shareholder Dividends - other shareholder Retained earnings Minority interests in retained earnings % 34,123,123 28,395,133 5,309,878 (5,250,016) 5,668,128 (14,512,779) (2,968,511) (201,058) (428,708) (2,338,745) (534,367) (416,066) (330,381) (300,802) (230,799) (132,928) (393,402) 16,641,833 (1,046,220) 15,595,613 831,318 Balance 2008 % 62,202,168 55,998,281 10,195,658 (11,414,460) 7,422,689 (29,768,730) (5,573,635) (395,819) (793,347) (4,384,469) (1,016,040) (769,997) (604,483) (585,981) (444,561) (229,320) (734,087) 26,859,803 (1,993,106) 24,866,697 1,849,552 831,318 16,426,931 16,426,931 5,096,679 3,170,130 782,609 695,502 203,216 245,222 4,982,038 4,735,475 225 246,338 214,255 214,255 6,133,959 622,684 331,328 978,771 520,801 3,680,375 -- BB Consolidated 2009 30.33 1.30 37.34 26,716,249 26,716,249 10,118,498 6,437,910 1,295,282 1,315,641 386,336 683,329 6,048,783 5,571,089 699 476,995 401,446 401,446 10,147,522 1,215,612 642,254 1,439,002 762,141 6,088,513 -- % 59,832,719 55,348,356 9,527,963 (8,550,850) 3,507,250 (34,442,361) (5,271,236) (370,493) (774,500) (4,126,243) (984,843) (702,690) (539,439) (524,040) (434,802) (249,269) (691,160) 20,119,122 (790,703) 19,328,419 3,028,642 1,849,552 100.00 100.00 31.03 Balance 2S2009 22.64 1.50 37.99 22,357,061 22,357,061 8,629,668 5,511,610 1,123,567 1,156,463 352,029 485,999 4,595,120 4,131,099 738 463,283 329,404 329,404 8,802,869 1,013,441 534,786 1,291,641 681,280 5,281,721 -- 2009 % 42,029,153 34,715,065 7,132,026 (5,877,342) 6,059,404 (17,913,312) (3,703,643) (215,847) (507,448) (2,980,348) (586,999) (544,808) (349,535) (336,189) (368,679) (196,331) (597,807) 20,412,198 (1,305,156) 19,107,042 (324,394) 3,028,642 100.00 100.00 37.87 Balance 20.55 1.48 39.37 18,782,648 18,782,648 6,256,403 3,893,617 857,615 853,229 316,682 335,260 6,110,728 5,765,612 242 344,874 281,582 281,582 6,133,935 622,684 331,328 978,771 520,801 3,680,375 (24) 2008 % 76,463,226 65,729,138 13,511,181 (12,396,261) 9,619,168 (35,100,018) (6,851,748) (421,965) (960,148) (5,469,635) (1,107,054) (969,344) (637,815) (641,906) (706,601) (336,254) (1,070,661) 34,511,460 (2,405,841) 32,105,619 (989,350) (324,394) 100.00 100.00 38.60 Balance 32.53 1.50 32.66 31,116,269 31,116,269 11,799,456 7,529,479 1,384,531 1,559,377 527,295 798,774 8,658,974 7,998,623 733 659,618 509,728 509,728 10,148,111 1,215,612 642,254 1,439,002 762,141 6,088,513 589 % 64,731,313 57,115,713 11,810,793 (8,605,808) 4,410,615 (35,690,512) (5,670,403) (387,595) (901,679) (4,381,129) (1,020,894) (713,289) (570,499) (524,506) (430,414) (299,204) (822,323) 23,370,398 (814,844) 22,555,554 1,394,233 (989,350) 100.00 100.00 33.31 Balance 1,394,233 100.00 100.00 37.92 27.83 1.65 32.60 23,949,787 23,949,787 8,889,034 5,693,693 1,134,068 1,195,725 370,997 494,551 5,895,090 5,260,451 765 633,874 362,829 362,829 8,802,834 1,013,441 534,786 1,291,641 681,280 5,281,721 (35) 100.00 100.00 37.12 24.61 1.51 36.76 The accompanying notes are an integral part of these financial statements 8 Notes to Financial Statements 1 – The Bank and its Operations 2 – Presentation of the Financial Statements 3 – Summary of main accounting practices 4 – Consolidated Financial Statements 5 – Acquisition of Banco Nossa Caixa S.A. and Banco Votorantim S.A. 6 – Cash and cash equivalents 7 – Short-term Interbank Investments 8 – Securities and Derivative Financial Instruments 9 – Interbank - Credit Linked 10 – Loans 11 – Other Receivables 12 – Foreign exchange portfolio 13 – Other Assets 14 – Investments 15 – Premises and equipment and leased assets 16 – Intangible Assets 17 – Deposits and Money Market Borrowing 18 – Borrowings 19 – Resources from securities issues 20 – Other liabilities 21 – Insurance, pension and capitalization operations 22 – Other Income / Expenses 23 – Non operating income 24 – Stockholder’s Equity 25 – Income and Social Contribution Taxes 26 – Tax credits 27 – Related-party Transactions 28 – Employee Benefits 29 – Remuneration of Employees and Management 30 – Assignment of Employees to Outside Agencies 31 – Commitments, Responsibilities and Contingencies 32 – Risk Management and Regulatory Capital 33 – Other Information Notes to Financial Statements 1 – The Bank and its Operations Banco do Brasil S.A. is a publicly listed company established under private law with both public and private stockholders. It is subject to the requirements of Brazilian corporate legislation. Its purpose is to carry out all asset, liability and accessory banking operations, to provide banking services, to intermediate and originate financial transactions in various forms, including foreign exchange transactions and supplementary activities, with an emphasis on insurance, private pension, capitalization, securities brokerage, administration of credit/debit cards, consortiums, investment funds and management portfolios, and to practice any activities permitted for the institutions that are part of the National Finance System. It is also the main financial agent of the Brazilian Federal Government and is therefore required to carry out the functions attributed to it by law, specifically those of Article 19 of Law 4595/1964. 2 – Presentation of the Financial Statements The Financial Statements have been prepared in accordance with the accounting guidelines derived from Brazilian corporation law, the rules and instructions issued by the Conselho Monetário Nacional (CMN), Brazilian Central Bank (BACEN), the Brazilian Securities Commission (CVM), the National Council of Private Insurance (CNSP), the Superintendency of Private Insurance (Susep), and the National Health Agency (ANS). Accounting Practices adopted in Brazil (BRGAAP) requiry that Management use its judgment in determining and recording accounting estimates, when applicable. Significant assets and liabilities subject to these estimates and assumptions include the residual value of property, plant and equipment, the allowance for doubtful loans and deferred income tax recorded in assets, the provision for contingencies, the appreciation of derivative financial instruments, and the assets and liabilities relating to benefits for employees. The final amounts for transactions involving these estimates are only known upon their settlement. They include operations of Banco do Brasil S.A. in Brazil and abroad (Banco do Brasil), and financial and nonfinancial subsidiaries in Brazil and abroad, special purpose entities, including the Investment Funds in which the Bank controls directly or indirectly, pursuant to CVM Instruction No. 408/2004, and investments in subsidiaries and associated companies, in accordance with BACEN requirements (BB-Consolidated). See details of the companies included in the consolidated financial statements in Note 4. The balances of foreign branches and subsidiaries included in the financial statements of BB are as follows: R$ thousand Foreign Branches Foreign Branches and Subsidiaries Current assets Non Current assets Long-term receivables Permanent assets Total assets 12.31.2009 31,972,111 18,764,942 18,712,658 52,284 50,737,053 12.31.2008 39,145,989 18,306,440 18,262,771 43,669 57,452,429 12.31.2009 29,007,775 18,719,675 18,516,079 203,596 47,727,450 12.31.2008 34,790,221 19,017,554 18,949,105 68,449 53,807,775 Current liabilities Non Current liabilities Long-term liabilities Deferred income Stockholders' equity Total liabilities 33,174,856 15,003,723 14,977,756 25,967 2,558,474 50,737,053 42,322,057 11,601,820 11,594,859 6,961 3,528,552 57,452,429 29,707,025 14,512,506 14,486,539 25,967 3,507,919 47,727,450 37,608,748 11,661,380 11,654,419 6,961 4,537,647 53,807,775 (94,658) 177,618 (29,186) 223,683 Net income (loss) 2 Notes to Financial Statements For purposes of comparability of financial statements was made in the BB-Consolidated, on 31.12.2008, the reclassification from R$ 557.603 thousand of the grouping of intangible investment due to the goodwill arising on acquisition of investments. Authorization for conclusion of these financial statements was given by the Executive Board of Directors, on February 23, 2010. 3 – Summary of main accounting practices a) Statements of income Income and expenses are recognized on the accrual basis. Transactions performed using postfixed financial charges are recorded at their value correct on a daily pro-rata basis, based on the variations of the agreed contractual indices, and the transactions with prefixed financial charges are recorded at their remption value, rectifiedon account of unearned discount or unexpired expenses. Transactions indexed to foreign currencies are corrected up to the balance sheet date on a current exchange rate basis. b) Cash and cash equivalents Cash and cash equivalents are represented by available funds in local currency, foreign currency, investments in gold, short-term investments with high liquidity and insignificant risk of change in value and limits, with maturity equal to or less than 90 days and do not include short-term interbank investments – financed position (Note 6). c) Short-term interbank investments Short-term interbank investments are recorded at their investment or acquisition amount, plus income accrued up to the balance sheet date and adjustment to allowance for losses when applied. d) Securities The securities purchased for the Bank's portfolio are recorded at the actual amount paid, including brokerage charges and fees, and are classified in three separate categories according to management’s intentions, According to Bacen 3.068/2001: Trading Securities: these are securities purchased to be actively and frequently traded. They are adjusted monthly to market value. The increases and decreases in their value are recorded, respectively, in income and expense accounts for the period; Securities available for sale: these are securities purchased to be traded at any time. They are adjusted monthly to market value. The increases and decreases in their value are recorded, net of tax effects, in a separate stockholders' equity account (mark-to-market adjustment). Securities held to maturity: these are securities that the Bank intends and has the financial ability to hold to maturity. These securities are not adjusted to market value but are held at cost plus accumulated interest. The financial capacity is supported by a cash flow projection that does not consider the possibility of sale of these securities. The mark-to-market methodology used for securities was established following consistent, verifiable criteria, which consider the average price of trading on the day of calculation or, if not available, the daily adjustment of future market transactions reported by Anbima, BM&FBovespa or the net expected realizable value 3 Notes to Financial Statements obtained through the use of future interest rate curves, foreign exchange rates, and price and currency index charged in the settlement. Income accrued on the securities, irrespective of the category in which they are classified, is appropriated on a daily pro-rata basis on the accrual basis of accounting until the date of maturity or final sale, according to the exponential or straight-line method, based on the contractual remuneration and purchase price, and recorded directly in the statement of income for the period. Losses with securities classified as available for sale and held to maturity, if considered not to be temporary, are recorded directly in expenses for the period and a new cost basis for the asset is determined. Upon sale, the difference between the sale amount and the cost of acquisition plus accrued income is recorded as a gain or loss on securities on the date of the transaction. e) Derivative Financial Instruments Derivative financial instruments are recorded at market value at each monthly trial balance and balance sheet date. Increases or decreases in value are recorded in income or expense accounts of the respective financial instruments. The mark-to-market methodology used for derivative financial instruments was established following consistent, verifiable criteria, which consider the average price of trading on the date of calculation or, if not available, pricing models that estimate the expected net realizable value, according to the characteristics of the derivatives. Derivative financial instruments used to offset, in whole or in part, the risks arising from exposure to variations in market values of financial assets or liabilities or future cash flows are considered hedge instruments and are classified according to their nature: Market Risk Hedge - the increases or decreases in the value of the derivative financial instruments, as well as of the hedged item, are recorded in income accounts in the statement of income for the period; Cash Flow Hedge - the effective portion of the increases or decreases in the value of the derivative financial instruments classified in this category are recorded, net of tax effects, in a separate Stockholders' Equity account. The effective portion is that where the variation in the hedged item, directly related to the corresponding risk, is offset by the variation in the derivative financial instrument used as the hedge, considering the accumulated effect of the transaction. Other variations in these instruments are recorded directly in income for the period. f) Loans, lease operations, advances on foreign exchange contracts, other receivables with loan characteristics and allowance for loan losses Loans, leases, advances on foreign exchange contracts and other receivables with loan characteristics are classified according to Management's judgment with respect to the level of risk, taking into consideration market conditions, past experience and specific risks in relation to the operation, to borrowers and guarantors, observing the parameters established by CMN Resolution 2682/1999, which requires periodic analyses of the portfolio and its classification into nine levels, ranging from AA (minimum risk) to H (maximum risk), as well as the classification of operations more than 15 days overdue as non-performing. Income from loans overdue for more than 60 days, regardless of their risk level, will only be recognized as income when effectively received. Operations classified at level H, which remain in this classification for 180 days, are written off against the existing provision and monitored for five years in memorandum accounts, but do not appear in the balance sheet. 4 Notes to Financial Statements Renegotiated operations are maintained, at a minimum, at the same level at which they were rated. The renegotiations of loans already written off against the allowance are rated as H and any gains from renegotiation are only recognized as income when effectively received. The allowance for loan losses is considered sufficient by management wich satisfies the minimum requirements established by CMN Resolution 2682/1999 (Note 10.f). g) Income and Social Contribution Taxes Income tax is calculated at the basic rate of 15% plus a surcharge of 10%. As of May 1, 2008, Social Contribution is being calculated at the rate of 15% for financial and insurance companies and 9% for other companies. (Up to April 30, 2008 the rate was 9% for all companies). Tax credits are recorded by applying the current tax rates to the difference between their respective fiscal and accounting bases. The Bank follows the criteria for recording, maintaining, and writing off the tax credits as established by CMN Resolution 3059/2002, and amended by CMN Resolution 3355/2006, and they are supported by a study of their capacity for realization. The deferred tax liabilities are made by applying the current rates of taxes on their respective bases. h) Prepaid Expenses Refer to the application of funds in payments made in advance, and the benefits will be felt or the services will be rendered in subsequent periods. i) Permanent assets Investments – The investments in subsidiaries and associated companies with significant influence or with participation of 20% or more voting shares in other companies and which are part of a group or are under common control are evaluated by the equity method based on the value of the equity related or controlled in accordance with the instructions and rules of the Central Bank and the CVM. The statements of the branches and subsidiaries abroad are adapted to the prevailing accounting criteria in Brazil and translated into Brazilian Reais using current exchange rates, in conformity with BACEN Circulars 2397, of December 29,1993 and 2571, of May 17,1995, and their impacts are recorded in the statement of income for the period. Other permanent investments are stated at cost, restated for inflation up to December 31, 1995, and, if necessary, are adjusted to market value through the formation of a provision, according to the current rules. Property and equipment – Property and equipment is stated at cost less depreciation, calculated using the straight-line method at the following annual rates: buildings and improvements - 4%; vehicles - 20%; others 10%.(Note 15) Deferred – Deferred assets are recorded at cost of acquisition or formation, net of accrued amortizations. They are composed mainly of expenditures with restructuring and leasehold improvements as a result of opening branches, which are amortized according to rates based on rental terms, as well as expenditures on the acquisition and development of information systems, which are amortized at 20% p.a. Intangible – Intangible Assets consist of rights that have as their object intangible assets intended for the maintenance of the company or that are exercised for that purpose, including goodwill acquired. An asset meets the criteria for identification as an intangible asset, in accordance with CMN Resolution 3642/2008, when it is inseparable, i.e. it can be separated from the entity and sold, transferred or licensed, rented or exchanged, individually or jointly with a contract, related assets or liabilities, regardless of the intention for use by the entity; or results from contractual rights or other legal rights, regardless of whether these rights are transferable or separable from the entity or other rights and obligations. 5 Notes to Financial Statements The carrying value of intangible assets with definite useful life subject to amortization refers to the amounts disbursed for acquisition of rights for providing banking services (acquisition of payrolls) and acquisition/ development of software (Note 16). The amortization of intangible assets is usually done in a linear metod during a period of economic benefit estimated and accounted for in Other Administrative Expenses. j) Decrease in the recoverable value of non-financial assets – impairment A loss through impairment is recognized if the carrying value of an asset or its cash-generating unit exceeds its recoverable value. A cash-generating unit is the smallest identifiable group of assets that generates cash entries, which are largely independent of the cash entries from other assets or groups of assets. Losses through impairment are recognized in income for the period. From 2008, the values of non-financial assets, excluding tax credits and other assets, are reviewed at least annually to determine whether there is any indication of loss through impairment. k) Benefits for employees Short-term benefits for current employees are recognized on the accrual basis as the services are provided. Post-employment benefits, comprising supplementary retirement benefits, medical assistance and other benefits for which the Bank is responsible, were calculated at December 31, 2009 in accordance with criteria established by CVM Resolution 371/2000 (Note 28.b). The actuarial asset recognized in the balance sheet (Note 28) refers to the Actuarial gains calculated in accordance with CVM Resolution No 371/2000 and its implementation must occur by the end of the plan. There may be partial completion of actuarial, conditioned upon satisfying the requirements of the Supplementary Law No 109/2001 and Resolution CGPC No 26/2008 of 29.09.2008. l) Operations related to insurance, pension and capitalization activities Statement of income Insurance premiums and selling expenses are recorded upon the issuing of policies or upon billing and are recognized in the statement of income, according to the elapsed period of coverage. Revenues from premiums and the corresponding selling expenses, related to present risks without the issuing of respective policies are recognized in the statement of income at the beginning of the coverage, based on estimates. Income from insurance premiums covering future risks is deferred over the period of validity of the insurance policies, through the recording of provision for unearned premiums, based on the net withholding of earned premiums issued. Accepted coinsurance, retrocession and DPVAT (Personal injuries caused by motor vehicles) convention operations are recorded based on information received from similar companies, IRB Brasil Resseguros S.A. and the Seguradora Lider, respectively. The revenue from pension plans, life insurance plans with living benefits and capitalization plans are recognized in the statement of income when effectively received, as a contra-entry to the recognition of technical provisions, except the revenue to cover risks in cases of combined pension plans, which must be recognized by the duration of the risk, regardless of your receipt. The selling costs are deferred on the issuing of the contract or policy and allocated to results on a straight-line basis, over the average estimated period for their recovery, except the ones related to capitalization. Other income and expenses are determined according to the accrual basis of accounting. Technical Provisions Rules and procedures for the formation of technical provisions are regulated by Resolutions 36/2000, 162/2006, 181/2007 and 195/2008 of the National Council of Private Insurance (CNSP) and Regulatory 6 Notes to Financial Statements Resolution 75/2004 of the National Health Agency (ANS), and calculated in accordance with the specific actuarial technical notes approved by the Superintendency of Private Insurance (SUSEP) and the National Health Agency (ANS). Insurance The Provision for Unearned Premiums represents the portions of premiums that will be allocated to income over the course of the insurance policies, as calculated on a daily pro rata basis. The Provision for Unearned Premiums for Present Risks But Not Yet Issued represents the adjustment for the Provision for Unearned Premiums given the existence of risks assumed by the insurance company where the policy covering the risk has not yet been formally issued, except fot health plan insurance. The Provision for Premium Deficiency represents the need for coverage of possible deficiencies of the Provision for Unearned Premiums due to the expectations of payment and re-assessment of claims incurred. The Provision for Unsettled Loss Claims represents the forecast of probable indemnifications, judicial or otherwise, net of recoveries, determined based on notices received up to the balance sheet date, adjusted by the estimate for Claims Incurred But Not Enough Reported (IBNER). The Provision for Claims Incurred but not Reported [IBNR - Incurred But Not Reported and PEONA Provision for Events Occurred but not Reported (of the health insurance segment)] represents the amount expected of claims incurred but not reported until the base date of the financial statements. The Premium Complementary Provision (PCP), recorded in "Other Provisions", has as object to maintain the company protected in monthly transactions, keeping the amount of the technical premium provisions (PPNG and PPNG-RVNE) higher or equal to the daily average of the month of calculation. Pension plan The mathematical reserves related to pension plans represent the current value of the liabilities in the form of a living income, pension and savings, determined through actuarial calculations and assumptions in the financial regimes of capitalization, allocation of hedge capital and simple allocation, respectively. Particularly for the pension and insurance plans of the PGBL and VGBL type, the mathematical provision for future benefit payments represents the sum of the premiums and contributions transferred by the participants, net of the loading rate, plus the financial income earned from the investments of the resources. This provision refers to participants whose perception of the benefits has not yet started and Mathematics Provision of benefits refers to those already in enjoyment of benefits. The provisions for a deficiency in contributions and in premiums are formed to meet the possible adverse changes in the technical risks made in the mathematical provisions of benefits to be granted, resulting from the trend for a higher survival rate of participants and the calculation is made using the Mitigated AT 2000 Male/Female mortality table and related assumptions, considering all the plans sold. The provision for financial fluctuation is formed to account for the potential impacts of unfavorable variations in future rates of funds earmarked for the payment of benefits and redemptions to participants, considering the minimum remuneration guaranteed in existing contracts. Capitalization The mathematical reserve for redemption is calculated on the face value of the notes, restated based on actuarial technical notes approved by Susep. 7 Notes to Financial Statements The provisions for redemption of overdue and prepaid notes are recorded at the values of the notes with finalized and rescinded capitalization periods, restated in the period between the date of the right to redemption and effective settlement. The amounts earmarked for the formation of the provision for unrealized draws for prizes are calculated on the face value of the notes, based on actuarial technical notes approved by Susep, and the write-off of the provision for unrealized draws for prizes is recorded at the amount equivalent to the lapsed risk, i.e., the balance of the provision for unrealized draws for prizes represents the deferred amounts of draws for prizes not yet made. The provision for draws for prizes payable is formed at the amounts of the notes payable from draws for prizes, restated for the period between the date of the draw and the effective payment. m) Contingent Assets and Liabilities and Legal Obligations The recognition and disclosure of contingent assets and liabilities and legal obligations are made in accordance with the criteria defined in CVM Resolution 3535/2008 (Note 31). Contingent assets are only recognized in the financial statements upon the existence of evidence guaranteeing their realization usually represented by the final judgment of the lawsuit and by the confirmation of the capacity for its recovery by receipt or offsetting by another receivable. Contingent liabilities are recognized in the financial statements when, based on the opinion of legal advisor and Management, the risk of loss of legal or administrative proceedings is considered probable, with a probable outflow of financial resource fot the settlement of obligation and when the amounts involved are measurable with sufficient assurance, and judicial figures when reporting monthly and revised as follows: - Mass (cases concerning causes considered similar and usual and whose value is not relevant): the following statistical parameter for the action group, type of legal body (Special Civil Court Justice or Common) and or complaint. In labor claims and civil claims related to economic plans are considered the average values of payments of proceedings closed in the last 14 months and 12 months, respectively, for calculation of the value of obligations. - Individualized (proceedings relating to causes considered unusual or whose value is considered relevant): the value compensation desired, on the evidence presented and the evaluation of legal jurisprudence considers that, fact subsidies raised, evidence produced in the proceedings and judgments which have to be handed in action - on the degree of risk of loss of the lawsuit. Contingent liabilities considered as possible losses are not recognized in the balance sheet and only need to be disclosed in the notes to the financial statements, while those classified as remote do not require provisioning or disclosure. Legal obligations (tax and social security) originate from tax obligations established in the legislation, and, regardless of the probability of success of lawsuits in progress, the amounts are recognized in full in the financial statements. 8 Notes to Financial Statements 4 – Consolidated Financial Statements The consolidated financial statements include the Banco do Brasil and the direct and indirect subsidiaries and affiliates listed below: Total Share Financial Activities - Domestic BB Gestão de Recursos–Distribuidora de Títulos e Valores Mobiliários S.A. BB Banco de Investimento S.A. BB Banco Popular do Brasil S.A. BB Leasing S.A. – Arrendamento Mercantil BESC Distribuidora de Títulos e Valores Mobiliários S.A. BESC Financeira S.A. – Crédito, Financiamento e Investimentos BESC Leasing S.A. – Arrendamento Mercantil Banco Nossa Caixa S.A. Banco Votorantim S.A. (1) (1) (1) (1) (1) (1) (1) (2) (3) (11) (11) (11) (11) (11) (11) (11) (11) Activity Asset Management Investment Bank Banking Leasing Asset Management Loans and Financing Leasing Bank Bank Financial Activities - Abroad Banco do Brasil – AG. Viena BB Leasing Company Ltd. BB Securities LLc. BB Securities Ltd. Brasilian American Merchant Bank – BAMB BB USA Holding Company, Inc (1) (1) (1) (1) (1) (1) (11) (11) (11) (11) (11) (11) Banking Leasing Broker Broker Banking Holding company Insurance, Pension Plans and Capitalization Cia. de Seguros Aliança do Brasil Nossa Caixa Capitalização S.A. Brasilveículos Companhia de Seguros Brasilcap Capitalizações S.A. Brasilprev Seguros e Previdência S.A. Brasilsaúde Companhia de Seguros Seguradora Brasileira de Crédito à Exportação – SBCE BB Seguros Participações S.A. BB Aliança Participações S.A. (4) (5) (6) (6) (6) (6) (6) (7) (7) (11) (11) (11) (11) (11) (11) (12) (11) (11) Insurance Capitalization Insurance Capitalization Insurance /Pension Insurance /Health Insurance Holding the branch security Holding the branch security 12.31.2009 12.31.2008 100% 100% 100% 100% 99.62% 99.58% 99% -50% 100% 100% 100% 100% 99.62% 99.58% 99% --- 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 70% 49.99% 49.99% 49.92% 12.09% 100% 100% 100% -70% 49.99% 49.99% 49.92% 12.09% --- Other activities Ativos S.A. (4) (11) Acquisition of receivables 100% 100% BB Administradora de Cartões de Crédito S.A. (4) (11) Rendering of services 100% 100% BB Administradora de Consórcios S.A. (4) (11) Consortiums 100% 100% BB Corretora de Seguros e Administradora de Bens S.A. (4) (11) Broker 100% 100% BB Tur Viagens e Turismo Ltda. (4) (12) Tourism 100% 100% BB Money Transfers, Inc (4) (11) Rendering of services 100% 100% Nossa Caixa S.A. – Administradora de Cartões de Crédito (5) (11) IT 100% -Cobra Tecnologia S.A. (4) (12) Rendering of services 99.94% 99.39% Cia. Brasileira de Soluções e Serviços CBSS – Visavale (6) (12) Rendering of services 40.35% 40.35% Cielo S.A. (Cia. Brasileira de Meios de Pagamento CBMP – Visanet) (8) (11) Rendering of services 23.60% 31.63% Kepler Weber S.A. (8) (12) Industry 17.65% 17.67% Neoenergia S.A. (8) (11) Power 11.99% 11.99% Companhia Brasileira de Securitização – Cibrasec (6) (12) Acquisition of receivables 9.09% 9.09% Tecnologia Bancária S.A. – Tecban (6) (12) Rendering of services 9.02% 8.96% Dollar Diversified Payment Rights Finance Company (9) (11) Acquisition of receivables --(10 (11) BV Participações S.A. Holding 50% -) (1) Financial subsidiaries. (2) On 11.30.2009, the Shareholders approved the merger of Banco Nossa Caixa. The balances of equity accounts have been absorbed by BBCommercial Bank on the date of incorporation, after the lifting of the Balance of Absorption. The financial statements of BB-Consolidated suite drives revenue and expenditure of Nossa Caixa, the period between the date of purchase and date of incorporation (April to November/2009). (3) Financial company, with joint control with Votorantim Finanças, included proportionately in the consolidation (Note 5). Including the investments funds, in which the Bank directly or indirectly controls, according to CVM Instruction No. 408/2004. (4) Non financial subsidiaries. The Alliance Insurance Co. of Brazil set up temporarily as "sole proprietorship", in the form of art. 206, paragraph I, item d, of Law No. 6404/1976, in view of the process of reorganization of the security sector (Note 33.i). 9 Notes to Financial Statements (5) Non financial subsidiaries of Banco Nossa Caixa S.A. which was embedded by the Banco do Brasil on November 30,2009. (6) Jointly controlled non-financial companies, included proportionally in the consolidation as recommended by the Banco Central, based on paragraph 2 of Article 22 of Law 6385/1976, complemented by Law 9447/1997, with the wording given by Decree 3995/2001. (7) Non financial subsidiaries set up in September/2009. (Note 33.i). (8) Non financial affiliated companies included proportionally in the consolidation as recommended by the Central Bank, based on paragraph 2 of Article 22 of Law 6385/1976, complemented by Law 9447/1997, with the wording given by Decree 3995/2001. (9) Non financial of a Special Purpose Entity. (10) Non-financial company, with joint control with Votorantim Finanças, included proportionately in the consolidation (Note 5). (11) Data for consolidation related to December 2009. (12) Data for consolidation related to November 2009. We present below, the consolidated balances comprising the financial group (branches and financial subsidiaries in Brazil and abroad) and the Non-Financial Subsidiaries/Associated Companies presented in the financial statements of the Bank. Balance Sheet Financial Current and Long-Term Assets Cash and cash equivalents Short-term interbank deposits Securities and derivatives Loans and leasing operations Non-Financial Eliminations Consolidated 12.31.2009 12.31.2008 12.31.2009 12.31.2008 12.31.2009 12.31.2008 12.31.2009 12.31.2008 669,389,221 495,339,095 26,485,905 17,503,018 (4,335,886) (1,080,933) 691,539,240 511,761,180 7,741,969 5,385,499 130,964 220,714 (30,163) (61,363) 7,842,770 5,544,850 168,353,947 119,299,453 459,155 311,640 (415,142) (202,796) 168,397,960 119,408,297 107,244,986 73,223,320 19,044,243 13,909,009 (1,952,348) (223,755) 124,336,881 86,908,574 266,659,173 193,849,134 -- -- (175,513) -- 266,483,660 193,849,134 Other receivables 119,389,146 103,581,689 6,851,543 3,061,655 (1,762,720) (593,019) 124,477,969 106,050,325 Permanent Assets 19,290,689 10,876,110 2,540,898 990,683 (4,821,984) (2,355,156) 17,009,603 9,511,637 Investments 9,143,477 3,068,920 2,323,846 810,076 (4,821,984) (2,355,156) 6,645,339 1,523,840 Property and equipment 4,070,208 3,217,848 145,499 124,962 -- -- 4,215,707 3,342,810 Intangible 5,646,143 4,040,645 30,736 -- -- -- 5,676,879 4,040,645 430,861 548,697 40,817 55,645 -- -- 471,678 604,342 Total Assets 688,679,910 506,215,205 29,026,803 18,493,701 (9,157,870) (3,436,089) 708,548,843 521,272,817 Current and Long-Term Liabilities 652,560,529 476,277,652 23,313,077 16,208,004 (3,444,169) (1,150,089) 672,429,437 491,335,567 Deposits 337,850,442 271,121,700 38,317 -- (324,932) (280,604) 337,563,827 270,841,096 Money Market repurchase commitment 161,231,327 91,434,096 -- -- (410,140) (303,732) 160,821,187 91,130,364 37,701,801 30,052,203 333,523 199,701 (175,762) (90,588) 37,859,562 30,161,316 115,776,959 83,669,653 22,941,237 16,008,303 (2,533,335) (475,165) 136,184,861 99,202,791 116 303 25 -- -- (303) 141 -- Deferred charges Borrowings and onlendings Other liabilities Minority Interest in Subsidiaries Stockholders' equity Total Liabilities 36,119,265 29,937,250 5,713,701 2,285,697 (5,713,701) (2,285,697) 36,119,265 29,937,250 688,679,910 506,215,205 29,026,803 18,493,701 (9,157,870) (3,436,089) 708,548,843 521,272,817 Income Statement Financial Income from Financial Intermediation Expenses from Financial Intermediation Non-Financial Eliminations Consolidated 2009 2008 2009 2008 2009 2008 2009 2008 64,351,226 56,105,725 1,384,408 1,039,159 (6,496) (29,171) 65,729,138 57,115,713 (46,685,265) (43,587,794) (44,296,320) (825,127) (621,244) 14,113 (87,282) (47,496,279) Gross Financial Intermediation Income 17,665,961 12,517,931 559,281 417,915 7,617 (116,453) 18,232,859 12,819,393 Other Operating Income / Expenses (4,728,797) (1,110,924) 1,522,443 1,099,250 (1,434,704) (1,138,245) (4,641,058) (1,149,919) Operating Net income 12,937,164 11,407,007 2,081,724 1,517,165 (1,427,087) (1,254,698) 13,591,801 11,669,474 1,840,531 150,801 3,097 261,743 -- -- 1,843,628 412,544 Income before taxes 14,777,695 11,557,808 2,084,821 1,778,908 (1,427,087) (1,254,698) 15,435,429 12,082,018 Income Tax and Social Contribution (3,275,906) (1,626,005) (626,881) (519,111) -- -- (3,902,787) (2,145,116) Profit Sharing (1,353,627) (1,128,932) (30,904) (5,136) -- -- (1,384,531) (1,134,068) (640) (2) 51 37 -- -- (589) 35 10,147,522 8,802,869 1,427,087 1,254,698 (1,427,087) (1,254,698) 10,147,522 8,802,869 Non-operating Net income Minority Interest Sharing Net Income 10 Notes to Financial Statements 5 – Acquisition of Banco Nossa Caixa S.A. and Banco Votorantim S.A. (a) Banco Nossa Caixa S.A. On December 19, 2008, Banco do Brasil and the State Government of São Paulo entered into a share purchase agreement for acquisition of the share control of Banco Nossa Caixa S.A., through the sale of 76,262,912 common shares, belonging to the State, equivalent to 71.25% of the total capital stock and of the voting capital of Banco do Brasil. The transaction was authorized by the São Paulo State Legislature, under the terms of State Law 13286 of December 18, 2008, and approved by the Special General Shareholders’ Meeting of Banco do Brasil on December 23, 2008. The price stipulated for the sale was R$ 5,386,496 thousand (R$ 70.63 per share), payable in 18 monthly installments of R$ 299,250 thousand, calculated based on an economic/financial evaluation, considering the prospects of future profitability and the discounted cash flow of Banco Nossa Caixa, in conformity with article 224 of Law 6404/1976. On March 10, 2009, the Banco Central do Brazil sent correspondence to Banco do Brasil communicating the approval of the transfer of share control from Nossa Caixa to Banco do Brasil. On March 16, 2009, after fulfilling all the precedent conditions for the closing of the transaction for acquisition of the share control of Banco Nossa Caixa, there was the payment to the Statement Government of São Paulo of the first installment and the transfer of shares to Banco do Brasil, which became its controlling shareholder. Banco do Brasil already paid 10 installments to the Government of the State of São Paulo, totaling R$ 3,217,414 thousand, leaving 8 installments, with balance due on 12.31.2009 of R$2,657,611 thousand. These values were adjusted to the Selic rate of 11.20.2008 as per the respective terms of the contract. The balance due is recorded in Other Liabilities - Obligations for purchase of goods and rights (Note 20.f). The initial records of the transaction involved the accounting, in Banco do Brasil, of the amount of the investment and the respective goodwill as per the terms negotiated with the State Government of São Paulo, and in Nossa Caixa, of the amount of the adjustments resulting from the adaptation of accounting criteria and estimates to those adopted by the new controlling shareholder. The amounts of the investment and the goodwill were determined based on the balance sheet of Nossa Caixa as of December 31, 2008, restated until March 31, 2009, by the existing differences in criteria. On 07.21.2009, the Banco do Brasil published the Notice of Public Offer to acquire up to all the common shares issued by the Banco Nossa Caixa, representing 28.749781953% of the total share capital and voting, not included in the operation of disposal of control. On 04.09.2009, in accordance with Article 254 of Law No 6404/1976 and Regulation of Bovespa's New Market, the auction was conducted through electronic trading on the BM & F Bovespa - Bovespa segment, where they were 30,041,404 shares traded, with a total value of R$ 2,304,984 thousand, representing 97.62% of the total held by minority shareholders (30,772,541), ensuring the right to sell their shares at least under the same terms offered to the Government of the State of Sao Paulo. Thus, completion of the Offer, the Banco do Brasil held 106,304,316 shares, representing 99.32% of Banco Nossa Caixa. On November 30, 2009 the Extraordinary General Meeting approved the merger of Banco Nossa Caixa by Banco do Brasil, as well as the R$ 18,308 thousand capital increase by Banco do Brasil arising from the issue of 1,674,027 common registered shares with no par value, with the rights and entitlements as found in the By-laws. Equity capital rose from R$ 18,548,611 thousand to R$ 18,566,919 thousand, by transferring the merged company's shareholders' equity into the merging company. As a natural outcome, Banco Nossa Caixa was extinguished pleno jure as a legal entity, and Banco do Brasil became the universal successor of Banco Nossa Caixa's rights and obligations. 11 Notes to Financial Statements Pursuant to article 264 in Law 6404/1976, assessments were performed on Banco do Brasil (at fair market value) and on Banco Nossa Caixa (at its economic and financial value by means of a discounted cash flow) in accordance with article 224 of Law 6404/1976.Based on this assessment, Nossa Caixa's minority shareholders received Banco do Brasil shares at a replacement rate of 2.28873181 common registered shares issued by Banco do Brasil for one common registered share issued by Nossa Caixa. The right to withdrawal of the minority shareholders of Nossa Caixa does not apply to shares acquired after October 10, 2009, as provided for by art. 137, § 1 of Law 6404/76. Dissident shareholders may only exercise their right to withdraw at the Nossa Caixa share's book value on June 30, 2009, equal to R$ 25.42 pursuant to Law 6404/1976, article 264, § 3, and article 137, indentation II. The total value of goodwill determined, shown in the following table, mainly based on future income/losses forecast, is accounted for in permanent assets - Investment, being amortized according to Bacen circular 1273/1987 (Nota 14.c) We present below the calculation of the investment and the goodwill, after the adjustments made in Banco Nossa Caixa, for unification of accounting criteria and after the publics offering: R$ thousand Acquisition of shares held by the Government of Sao Paulo, 03.16.2009 Shareholders' Equity of Banco Nossa Caixa on 12.31.2008 Increase in Shareholders' Equity in the 1Q 2009 (prior-year adjustment and mark-to-market of securities) Results for the 1st quarter of 2009, before the adjustments for unification of accounting practices Adjustments made in Nossa Caixa for unification of accounting practices with Banco do Brasil (1) 3,180,682 29,184 (36,236) Shareholders' Equity of Nossa Caixa Amount of the Investment in Banco do Brasil (71.2499527144%) (216,917) 2,956,713 2,106,657 (a) Amount of goodwill for the acquisition Price for the acquisition of shares, restated on 3.16.2009 - Price for the acquisition of shares, pursuant to the contract signed on 11.20.2008 3,490,097 5,596,754 5,386,496 - Restatement of the price for the acquisition of shares, on 3.16.2009 (Selic rate) Public Offering of shares, held on 04.09.2009 210,258 Adjusted Shareholders' Equity of Nossa Caixa, on 07.31. 2009 2,971,655 Amount of the Investment in Banco do Brasil (28.0667044877%) (b) Amount of goodwill for the acquisition 834,053 1,470,931 Price for the acquisition of shares, on 09.04. 2009 Total value of goodwill for the acquisition of 99.32% of Banco Nossa Caixa (a + b) (2) 2,304,984 4,961,028 (1) Adjustments made in the financial statements of Nossa Caixa, resulting from standardization of accounting criteria and estimates to those adopted by the new controlling shareholder, Banco do Brasil. The responsibility for the obligations resulting from these adjustments was under discussion with the former controlling shareholder of Nossa Caixa. With the change in share control, on March 16, 2009, this responsibility was formally assigned to Banco do Brasil. Adjustments included: reinforcement of the provision for loan losses, civil, labor and tax contingencies; and the liabilities with health and pension plans. In addition, tax credits were recorded on temporary differences originating from the adjustments made as well as on tax credits not recorded in prior years. These adjustments totaled R$288,135 thousand in the 1st quarter of 2009 and R$166,406 thousand, the 2nd quarter of 2009, and R$241,822 thousand, the 3rd quarter of 2009, and R$4,198 thousand, the 4th quarter of 2009. (2) Until 12.31.2009, the amortization of goodwill to R$ 60,792 thousand, based on projections of results that supported the business in accordance with Circular No. 1273/1987 of the Banco Central do Brasil (Note 14c). The equity interests of Banco Nossa Caixa, absorved by the Bank are as follows: Nossa Caixa Capitalização S.A. Nossa Caixa S.A. – Administradora de Cartões de Crédito Mapfre Nossa Caixa Vida e Previdência S.A. Subsidiary Subsidiary Associated company 100% 100% 49% b) Partnership with Votorantim Finanças S.A. 12 Notes to Financial Statements On 9.28.2009, after approval by the Banco Central do Brasil on 9.11.2009, Banco do Brasil and Votorantim Finanças S.A. concluded the strategic partnership establishment operation, commenced on 1.9.2009, through a contract of sale and subscription of shares executed between them, in which Banco do Brasil became the holder of 50.00% of the total capital stock (49.99% of the common shares and 50.01% of the preference shares) and 50% of the total capital stock of BV Participações S.A. The operation cost Banco do Brasil the amount of R$ 4,200,000 thousand, as follows: a) acquisition, by Banco do Brasil, of 33,356,791,198 common shares issued by Banco Votorantim and belonging to Votorantim Finanças for the price of R$ 2,969,789 thousand; b) subscription, by Banco do Brasil, of 7,412,620,277 new preferred shares issued by Banco Votorantim for the price of R$ 1,200,000 thousand; c) acquisition, by Banco do Brasil, of 15,105,692 common shares and 15,105,702 preference shares of BV Participações S.A., holding company that owns all the shares issued by the companies BV Sistemas, CP Promotora de Vendas and Votorantim Corretora de Seguros, for the price of R$ 30,211 thousand. The payment to Votorantim Finanças was negotiated as follows: a) on 9.28.2009, cash deposits in assigned accounts at Banco Votorantim, in the amount of R$ 2,160,000 thousand and at Banco do Brasil, in the amount of R$ 840,000 thousand (earmarked for a price adjustment as a result of possible contingencies identified in the future in the Due Diligence in progress); b) cash payment in the amount of R$ 750,000 thousand, on 9.28.2009, plus R$ 450,000 thousand 180 days after this date, relating to the subscription of the preference shares of Banco Votorantim. In view of the complexity of the subject and the time required to identify and measure all the differences of criteria that exist, it was defined that the initial recording would be performed with a basis on the "best estimate" possible under the circumstances, and that the final recording of all the differences would be performed over time, preferably by June 01, 2009 and necessarily by the date of takeover of Nossa Caixa by Banco do Brasil, having as a contra entry the adjustment of the initial goodwill of the transaction. The total value of goodwill determined, shown in the following table, mainly based on future income/losses forecast, is accounted for in Permanent Assets - Investment, being amortized according to Bacen circular no. 1.273/1987 (Note 14.c). The governance of Banco Votorantim and of BV Participações S.A. is shared between Votorantim Finanças and Banco do Brasil. The Board of Directors is on the same level, with 3 members appointed by each institution, and the chairmanship of the Board will be alternated annually. All strategic decisions will be made jointly. Hence the book balances of Banco Votorantim and of BV Participações S.A. are henceforth included in the consolidated financial statements, in proportion to the share in the total capital stock, as follows: assets and liabilities consolidated as of September/2009 and recognition of the equity accounting results and consolidation of the balances of income and expenses, as from October/2009. We present below the calculation of the amount of the investment and of the goodwill/negative goodwill from the acquisition of the interest in Banco Votorantim and Votorantim Participações S.A.: R$ Thousand Banco Votorantim S.A. (1) Adjusted Shareholders' Equity of Banco Votorantim on 09.30.2009 Amount of the Investment at Banco do Brasil (50%) (2) Amount of goodwill for the acquisition Price for the acquisition of shares, on 09.28.2009 7,451,908 3,725,954 443,835 4,169,789 Votorantim Participações S.A. 13 Notes to Financial Statements Adjusted Shareholders' Equity of Votorantim Participações on 09.30.2009 Amount of the Investment at Banco do Brasil (50%) Amount of the discount for the acquisition Price for the acquisition of shares, on 09.28.2009 76,676 38,338 (8,127) 30,211 (1) Shareholders' Equity adjusted by the result accumulated up to 9.30.2009 and considering the capital realization of R$ 450,000 thousand (recorded in Unrealized Capital at Banco Votorantim). (2) Goodwill on the acquisition of the 33,356,791,198 common shares, in the amount of R$ 218,834 thousand, is recorded in Permanent Assets Investments, while goodwill on the acquisition of the 7,412,620,277 new preference shares in the amount of R$ 225,001 thousand, is recorded in Other Receivables, until approval by Bacen of the minutes of the Extraordinary General Meeting of Banco Votorantim that decided on the capital increase. The total amount of goodwill, determined with a basis on the forecast of future results, and is being amortized in accordance with Bacen Circular n.º 1273/1987 (Note 14c). The relevant equity interests of Banco Votorantim S.A. are as follows: BV Financeira S.A. – Crédito, Financiamento e Investimento BV Leasing – Arrendamento Mercantil S.A. Votorantim Corretora de Títulos e Valores Mobiliários Ltda. Votorantim Asset Management DTVM Ltda. Votorantim Bank Limited Banco Votorantim Securities Inc. Domestic subsidiary Domestic subsidiary Domestic subsidiary Domestic subsidiary Foreign subsidiary Foreign subsidiary 99.99% 99.99% 99.98% 99.99% 100% 100% Domestic subsidiary Domestic subsidiary Domestic subsidiary 100% 100% 100% The equity interests of BV Participações S.A. are as follows: CP Promotora de Vendas Ltda. BV Sistemas Ltda. Votorantim Corretora de Seguros Ltda. c) Financial statements We present below the financial position and that of results, encompassing the Economic and Financial Conglomerate, with the BB-Consolidated position without Banco Nossa Caixa and Banco Votorantim and BB-Consolidated with Banco Nossa Caixa and Banco Votorantim: Balance Sheet We present below, for comparative purposes, the consolidated balances involving the Economic/Financial Group, with the position prior to and subsequent to the acquisition of Banco Nossa Caixa and Banco Votorantim: R$ Thousand 12.31.2009 BB-Consolidated without Banco Nossa Caixa and Banco Votorantim Current Assets and Long-Term Receivables Cash and cash equivalents Short-term Interbank Investments Securities and Derivatives Loan and lease operations Other receivables Permanent Assets Investments (3) Property, plant and equipment Intangible assets Deferred charges 588,926,142 7,189,474 155,327,992 88,323,185 227,281,857 110,803,634 10,066,717 1,359,731 3,883,469 4,451,847 371,670 Banco Nossa Caixa (1) 60,293,047 533,340 2,357,235 26,916,336 19,009,985 11,476,151 1,682,670 78,955 303,173 1,222,471 78,071 (2) Banco Votorantim 42,320,051 119,956 10,712,733 9,097,360 20,191,818 2,198,184 80,354 26,791 29,065 2,561 21,937 BB-Consolidated including Banco Nossa Caixa and Banco Votorantim 691,539,240 7,842,770 168,397,960 124,336,881 266,483,660 124,477,969 17,009,603 6,645,339 4,215,707 5,676,879 471,678 14 Notes to Financial Statements Total Assets 598,992,859 61,975,717 42,400,405 708,548,843 Current and Long-Term Liabilities Deposits Funding in the open market 562,873,453 285,503,783 146,962,785 33,918,681 96,488,204 141 36,119,265 598,992,859 58,966,558 39,821,334 1,474,668 289,504 17,381,052 -3,009,159 61,975,717 38,732,461 12,238,710 12,383,734 3,651,377 10,458,640 -3,667,944 42,400,405 672,429,437 337,563,827 160,821,187 37,859,562 136,184,861 141 36,119,265 708,548,843 Borrowings and onlendings Other liabilities (4) Minority Interest in subsidiaries Shareholders' equity Total Liabilities (1) Refers to to the balances embedded in 11.30.2009. (2) Refers to Banco Votorantim only. The balances of BV Participações S.A. (R$ 67,916 thousand of Total Assets) are not included in this chart. (3) Includes the goodwill recorded in Permanent Assets - Investments, in the amounts of R$ 4,961,028 thousand (on the acquisition of Banco Nossa Caixa) and R$ 218,834 thousand (on the acquisition of Banco Votorantim) in BB-Consolidated with Banco Nossa Caixa and Banco Votorantim; (4) The amounts of the Shareholders' Equity of Banco Nossa Caixa and Banco Votorantim, as well as the amounts of the goodwill mentioned in item 3, corresponding to the adjusted value of the obligation for the acquisitions of these companies, were excluded from the BB-Consolidated without Banco Nossa Caixa and Banco Votorantim. Statement of Income R$ Thousand 2009 Financial operations income Financial operations expenses Gross income on financial operations Other operating income/expenses Operating result Non operating result Net income before taxes Income and social contribution taxes Profit sharing Minority interest BB-Consolidated without Nossa Caixa and Votorantim Nossa Caixa(1) Votorantim(2) BB-Consolidated 59,049,880 (43,535,315) 15,514,565 (2,029,509) 13,485,056 1,838,805 15,323,861 (3,950,156) (1,330,522) (589) 10,042,594 5,140,870 (2,899,664) 2,241,206 (2,181,952) 59,254 (5,116) 54,138 4,199 --58,337 1,538,388 (1,061,300) 477,088 (429,597) 47,491 9,939 57,430 43,170 (54,009) -46,591 65,729,138 (47,496,279) 18,232,859 (4,641,058) 13,591,801 1,843,628 15,435,429 (3,902,787) (1,384,531) (589) 10,147,522 Net income (1) Refers to transaction occurred between the acquisition date and the takeover date of Banco Nossa Caixa (April to November/2009) (2) Refers to 4th quarter 2009 transactions in Banco Votorantim. Unearned income from credit assignments by Banco Votorantim to Banco do Brasil were eliminated, which resulted in a R$ 107,737 thousand reduction in consolidated net income (a R$ 188,319 drop in financial intermediation revenues, R$ 5,254 thousand in Pasep / Cofins expenses, and R$ 75,328 thousand in income tax and social contribution expenses). As of December 31, 2008, Banco Nossa Caixa and Banco Votorantim had the following balance: R$ Thousand Banco Nossa Caixa Banco Votorantim 54,272,860 72,309,956 3,180,682 6,362,195 646,537 901,786 Assets Shareholder’s Equity Net income for 2008 6 – Cash and cash equivalents R$ Thousand Banco do Brasil Total Cash Local currency Foreign currency Investments in Gold Short-term interbank investments (1) Subject to repurchase agreements Interbank deposits Investments in foreign currency 12.31.2009 7,596,546 6,676,414 920,132 -42,105,965 14,362,844 24,039,500 3,703,621 12.31.2008 5,375,268 4,993,470 381,798 -62,364,097 31,450,195 28,866,068 2,047,834 BB-Consolidated 12.31.2009 7,842,770 6,799,390 1,033,480 9,900 30,032,212 18,186,491 8,053,192 3,792,529 12.31.2008 5,544,850 5,153,849 381,269 9,732 62,467,287 31,458,102 28,874,572 2,134,613 15 Notes to Financial Statements Total cash and cash equivalents 49,702,511 67,739,365 37,874,982 68,012,137 (1) Refer to investments whose maturity is less than or equal to 90 days. 7 – Short-term Interbank Investments a) Breakdown R$ Thousand Banco do Brasil BB-Consolidated 12.31.2009 12.31.2008 12.31.2009 12.31.2008 Money market Sales pending settlement - held position Financial Treasury Bills National Treasury Bills National Treasury Notes Others securities - domestic Others securities - Foreign Sales pending settlement - financed position Financial Treasury Bills National Treasury Bills National Treasury Notes Others securities – Foreign Sales pending settlement - sold position Federal securities - Treasury Interbank deposits Investments in local currency Investments in foreign currency Total 134,937,621 14,362,844 1,772,231 804,732 11,785,881 --120,574,777 111,804,532 8,303,407 466,608 230 --39,229,677 33,845,063 5,384,614 174,167,298 95,151,703 31,450,195 24,060,768 1,338 7,388,089 --63,701,508 61,520,566 1,117,194 1,063,748 ---44,120,890 41,986,277 2,134,613 139,272,593 144,173,860 18,220,295 1,878,624 2,189,355 14,118,511 -33,805 125,793,918 112,554,529 9,851,852 3,387,307 230 159,647 159,647 24,224,100 18,750,578 5,473,522 168,397,960 95,159,610 31,458,102 24,061,453 1,338 7,388,089 7,222 -63,701,508 61,520,566 1,117,194 1,063,748 ---24,248,687 22,114,074 2,134,613 119,408,297 Current Assets Non Current Assets 166,919,021 7,248,277 127,830,542 11,442,051 166,070,192 2,327,768 107,237,436 12,170,861 b) Income from short-term interbank deposits R$ Thousand Banco do Brasil Income from Money Market Held position Financed position Sold position Income from interbank deposits(1) Total BB-Consolidated 2S2009 2009 2008 2S2009 2009 2008 5,092,344 1,344,483 3,747,861 -552,413 5,644,757 10,850,522 3,221,993 7,628,529 -1,343,540 12,194,062 7,219,837 709,652 6,510,185 -1,077,542 8,297,379 5,528,723 1,518,145 3,996,503 14,075 288,688 5,817,411 11,390,684 3,479,991 7,896,618 14,075 718,416 12,109,100 7,216,772 709,670 6,507,102 -438,415 7,655,187 (1) Refer to income on the applications in Interbank deposits in local currency. The income on applications in Interbank deposits in foreign currency totaled R$44,385 thousand at December 31, 2009 (R$120,182 thousand at December 31, 2008), which are recorded under Other Operating Income. 16 Notes to Financial Statements 8 – Securities and Derivative Financial Instruments a) Securities R$ Thousand Banco do Brasil 12.31.2009 12.31.2008 Total Market Value Maturity in days With no maturity 0-30 31-180 181-360 over 360 Total Market Value Cost Unrealized gain (loss) Market Value Cost Unrealized gain (loss) 1 – Trading securities Government bonds Financial Treasury Bills National Treasury Bills 9,688 ---- 19,736 19,736 -10,321 1,473,759 1,473,759 1,473,759 -- 2,895,181 2,895,181 1,531,229 1,107,086 15,257,258 15,123,215 9,705,723 2,935,224 19,606,486 19,466,189 12,710,659 4,052,388 19,655,622 19,511,891 12,710,711 4,052,631 ----- 16,855,740 16,804,091 4,529,939 5,780,146 17,087,621 17,038,040 4,526,917 5,828,363 ----- National Treasury Notes Corporate bonds Debentures Promissory Notes Shares in listed companies -9,688 --9,688 9,415 ----- ------ 256,866 ----- 2,482,268 134,043 134,043 --- 2,703,142 140,297 135,918 -4,379 2,748,549 143,731 134,043 -9,688 ------ 6,494,006 51,649 49,649 6,682,760 49,581 47,581 ---- 2,000 2,000 -- 2 - Securities available for sale Government bonds Financial Treasury Bills National Treasury Bills National Treasury Notes Agricultural debt securities 74,876 ------ 85,739 13,468 378 11,260 -31 5,570,093 4,036,877 4,000,197 --408 4,521,384 4,093,996 560,323 2,987,377 544,899 1,397 47,837,261 40,453,633 30,897,059 1,546,002 4,525,330 9,076 57,880,134 48,280,005 35,459,266 4,502,914 5,017,154 11,572 58,089,353 48,597,974 35,457,957 4,544,639 5,070,229 10,912 209,219 317,969 (1,309) 41,725 53,075 (660) 36,772,916 32,723,285 23,250,478 2,525,431 3,716,478 12,223 36,938,599 32,884,916 23,250,285 2,517,102 3,682,020 10,651 165,683 161,631 (193) (8,329) (34,458) (1,572) Brazilian foreign debt securities Foreign government bonds Others Corporate bonds Debentures Promissory notes– Commercial Papers ---74,876 --- -1,799 -72,271 --- 36,272 --1,533,216 -1,159,916 ---427,388 80,323 182,237 2,694,068 591,750 190,348 7,383,628 7,222,485 -- 2,484,527 592,647 211,925 9,600,129 7,424,945 1,339,479 2,730,340 593,549 190,348 9,491,379 7,302,808 1,342,153 245,813 902 (21,577) (108,750) (122,137) 2,674 2,423,162 745,947 49,566 4,049,631 710,291 2,741,715 2,637,672 749,651 37,535 4,053,683 702,428 2,744,631 214,510 3,704 (12,031) 4,052 (7,863) 2,916 -17,647 725 56,504 --- -----70,883 -----283,784 -----155,703 29,674 ------ 30,385 15,001 2,211 33,122 -508,429 29,674 17,647 725 56,504 -510,370 (711) 2,646 (1,486) 23,382 -1,941 30,561 413 2,078 7,364 912 556,297 29,365 413 699 13,571 912 561,664 (1,196) -(1,379) 6,207 -5,367 --- -1,388 83,722 5,794 -9,125 -131,469 83,419 163,138 83,722 147,776 303 (15,362) 3 - Securities held to maturity Government bonds Financial Treasury Bills ---- 5,605,050 5,605,050 1,862 149,969 149,969 149,448 3,088,528 3,088,528 3,088,528 9,340,649 9,255,304 9,091,355 18,359,234 18,081,948 12,331,114 18,184,196 18,098,851 12,331,193 ---- 15,906,687 15,906,687 15,543,667 15,909,866 15,909,866 15,543,259 ---- National Treasury Notes National Treasury Bills Brazilian foreign debt securities Foreign government bonds Others Corporate bonds ------- 807,317 4,795,871 ----- --521 ---- ------- 19,083 -144,866 --85,345 829,207 4,795,191 126,436 --277,286 826,400 4,795,871 145,387 --85,345 ------- 46,937 109,951 172,661 33,471 43,692 109,944 179,500 33,471 ----- 69,535,343 69,936,086 165,683 Credit Notes Quotas in investment funds Quotas in Funds for Social Development Shares in listed companies Shares in restrict companies Rural Product Bills -Commodities Certificate of Deposits Others Others Total -- -- -- -- 85,345 277,286 85,345 -- 84,564 5,710,525 7,193,821 10,505,093 72,435,168 95,845,854 95,929,171 209,219 R$ Thousand 12.31.2009 12.31.2008 Market Value Maturity in days With no maturity 0-30 Total 31-180 181-360 over 360 Market Value Cost Total Unrealized gain (loss) Cost Market Value Unrealized gain (loss) Total by portfolio 84,564 5,710,525 7,193,821 10,505,093 72,435,168 95,845,854 95,929,171 209,219 69,535,343 69,936,086 Own portfolio 84,564 5,710,525 2,863,431 6,868,777 35,205,234 50,796,768 50,732,531 63,909 31,364,953 31,656,365 165,683 62,365 Subject to repurchase agreements -- -- 1,055,706 3,188,652 21,582,142 25,678,841 25,826,500 145,182 22,526,345 22,639,022 106,845 Deposits with the Brazilian Central Bank -- -- 3,271,071 441,930 14,527,499 18,239,914 18,240,500 819 14,009,610 14,006,718 (2,898) Pledged in guarantee -- -- 3,613 5,734 1,120,293 1,130,331 1,129,640 (691) 1,634,435 1,633,981 (629) R$ Thousand 12.31.2009 12.31.2008 Market Value Maturity in years Total by category 1 - Trading securities 2 - Securities available for sale 3 - Securities held to maturity With no maturity Due in up to one year Due from 1 to 5 years Total Due from 5 to 10 years Due after 10 years Cost Total Market Value Market Value Cost 84,564 23,409,439 57,344,234 11,863,529 3,227,405 95,845,854 95,929,171 69,535,343 69,936,086 9,688 4,388,676 10,851,870 4,405,388 -- 19,606,486 19,655,622 16,855,740 17,087,621 74,876 10,177,216 37,237,060 7,426,512 3,173,689 57,880,134 58,089,353 36,772,916 36,938,599 -- 8,843,547 9,255,304 31,629 53,716 18,359,234 18,184,196 15,906,687 15,909,866 17 Notes to Financial Statements R$ Thousand 12.31.2009 12.31.2008 Book Value Book Value Current Non Current Total Total by portfolio 38,750,456 57,353,753 96,104,209 34,848,438 35,084,469 69,932,907 Own portfolio 29,778,301 21,131,525 50,909,826 24,194,172 7,465,983 31,660,155 Subject to repurchase agreements 5,239,743 20,584,267 25,824,010 8,571,019 14,061,216 22,632,235 Deposits with the Brazilian Central Bank 3,713,112 14,527,621 18,240,733 1,810,537 12,196,175 14,006,712 19,300 1,110,340 1,129,640 272,710 1,361,095 1,633,805 Pledged in guarantee Current Total Non Current R$ Thousand 12.31.2009 12.31.2008 Total by category 19,655,622 58,089,353 18,359,234 96,104,209 (175,038) 95,929,171 Trading Securities Securities available for sale Securities held to maturity Carrying value of portfolio Mark-to-market - Category 3 Market value of portfolio 20% 60% 19% 100% 17,087,621 36,938,599 15,906,687 69,932,907 3,179 69,936,086 24% 53% 23% 100% R$ Thousand BB-Consolidated 12.31.2009 12.31.2008 Market Value Maturity in days 1 - Trading securities With no maturity 0-30 Total Total 31-180 181-360 over 360 With no maturity Market Value Unrealized Gain/loss With no maturity Market Value Unrealized Gain/loss 1,398,483 1,467,501 2,558,495 4,198,546 28,651,175 38,110,829 38,274,200 -- 25,391,984 26,135,804 -- 11,716 1,181,948 1,742,689 4,029,542 25,716,532 32,516,057 32,682,427 -- 23,349,513 23,497,896 -- 6,975 7,030 1,477,575 1,542,199 13,097,474 16,132,667 16,131,253 -- 6,590,193 6,585,266 -- National Treasury Bills -- 210,321 122,434 1,323,195 5,437,424 7,085,711 7,093,374 -- 6,775,555 6,814,729 -- National Treasury Notes -- 225,384 2,968 770,994 6,664,331 7,533,019 7,663,677 -- 8,468,422 8,575,646 -- Agricultural debt securities -- 10,511 5,086 6,680 28,097 47,492 50,374 -- -- -- -- Government bonds Financial Treasury Bills Federal Government securities - other -- -- -- -- -- -- -- -- 1,489,074 1,497,575 -- Brazilian foreign debt securities -- 93,562 7,500 5,648 107,803 211,419 214,513 -- 23,921 22,332 -- Foreign government bonds -- 14,069 7,485 380,826 222,545 626,320 624,925 -- 2,348 2,348 -- 4,741 621,071 119,641 -- 158,858 879,429 904,311 -- -- -- -- 1,386,767 285,553 815,806 169,004 2,934,643 5,594,772 5,591,773 -- 2,042,471 2,637,908 -- 2,757 44,337 10,304 63,781 1,255,611 1,369,764 1,376,790 -- 722,000 952,757 -- -- 48,461 271,645 -- -- 319,116 320,106 -- 52,531 52,531 -- Shares in listed companies 696,545 -- -- -- -- 582,190 696,545 -- 261,650 259,176 -- Quotas in investment funds 431,669 56,888 -- -- 61,584 550,141 550,141 -- 109,251 109,719 -- 72,648 23,833 34,039 9,512 53,062 192,056 193,094 -- -- -- -- 2,325 69,556 471,936 91,683 1,148,362 1,788,467 1,783,862 -- 860,031 1,231,463 -- -- 1,844 1,114 2,420 8,046 13,317 13,424 -- 36,978 32,253 -- 180,823 40,634 26,768 1,608 407,978 779,721 657,811 -- 30 9 -- 285,307 88,908 5,714,939 4,609,714 51,461,924 62,035,094 62,160,792 125,698 38,206,421 38,373,876 167,455 39,973 13,468 4,075,806 4,122,607 41,835,787 49,758,712 50,087,641 328,929 33,251,289 33,446,268 194,979 Financial Treasury Bills -- 378 4,039,126 568,958 31,248,818 35,858,772 35,857,280 (1,492) 23,619,133 23,618,537 (596) National Treasury Bills -- 11,260 -- 2,987,377 1,571,340 4,528,295 4,569,977 5,439,394 5,987,334 6,002,387 Others Corporate bonds Debentures Promissory Notes Rural Product Bills - Commodities Certificate of deposit Eurobonds Others 2 - Securities available for sale Government bonds 41,682 2,539,276 2,530,939 (8,337) 15,053 3,775,998 3,741,316 (34,682) National Treasury Notes -- -- -- 562,993 Agricultural debt securities -- 31 408 1,397 9,076 11,572 10,912 (660) 12,223 10,651 (1,572) Brazilian foreign debt securities -- -- 36,272 1,882 2,784,248 2,545,937 2,822,402 276,465 2,509,144 2,757,639 248,495 Foreign government bonds -- 1,799 -- -- 592,564 593,433 594,363 930 745,949 749,651 3,702 39,973 -- -- -- 190,347 233,369 230,320 (3,049) 49,566 37,535 (12,031) Others Corporate bonds 245,334 75,440 1,639,133 487,107 9,626,137 12,276,382 12,073,151 (203,231) 4,955,132 4,927,608 (27,524) Debentures -- 623 47,059 90,402 8,395,981 8,674,870 8,534,065 (140,805) 1,348,711 1,324,715 (23,996) Promissory Notes - Commercial Papers -- -- 1,177,503 182,237 7,110 1,364,005 1,366,850 2,845 2,741,715 2,744,631 2,916 Credit Notes -- -- -- -- 29,674 30,385 29,674 (711) 30,561 29,365 (1,196) Quotas of Credit Assignment Investment Funds (FIDC) Quotas of participation funds Quotas of Funds in Emerging Companies Quotes of investment funds Funds for Social Development Shares in listed companies -- -- 1,024 -- -- 1,024 1,024 -- 3,229 3,225 (4) -- -- -- -- 334,451 327,597 334,451 6,854 97,455 100,148 2,693 (1,388) -- -- -- -- 12,004 14,480 12,004 (2,476) 3,400 2,012 26,279 -- -- -- -- 27,229 26,279 (950) 35,926 42,414 6,488 725 -- -- -- -- 2,211 725 (1,486) 2,078 699 (1,379) 6,655 85,023 -- -- -- -- 43,096 85,023 41,927 11,650 18,305 127,695 -- -- -- -- 163,828 127,695 (36,133) 2,118 2,436 318 1,771 -- -- -- -- 8,508 1,771 (6,737) 8,509 1,723 (6,786) Rural Product Bills - Commodities -- 70,883 283,784 155,703 -- 508,429 510,370 1,941 556,297 561,664 5,367 Certificate of deposit -- -- 83,722 20,236 20,978 127,827 124,936 (2,891) 91,163 91,081 (82) Eurobonds -- -- -- 5,970 32,985 38,955 38,955 -- -- -- -- 3,841 3,934 46,041 32,559 792,954 943,938 879,329 (64,609) 22,320 5,190 (17,130) Shares in close corporations Quotes of a variable income fund is Others 18 Notes to Financial Statements 3 - Held to Maturity -- 5,790,998 178,652 3,348,668 12,961,363 22,438,805 22,279,681 -- 20,122,856 20,101,912 -- Government bonds -- 5,790,998 178,652 3,348,668 12,876,018 22,161,519 22,194,336 -- 20,122,856 20,101,912 -- Financial Treasury Bills -- 1,862 178,131 3,088,581 9,092,665 12,361,163 12,361,239 -- 15,700,936 15,700,668 -- National Treasury Notes -- 958,283 -- 165,353 3,559,183 4,670,990 4,682,819 -- 3,900,406 3,873,828 -- National Treasury Bills -- 4,830,853 -- 94,727 79,288 5,002,907 5,004,868 -- 315,186 314,249 -- Títulos da Dívida Agrária -- -- -- 7 16 23 23 -- 196 196 -- Brazilian foreign debt securities -- -- 521 -- 144,866 126,436 145,387 -- 172,661 179,500 -- Foreign government bonds -- -- -- -- -- -- -- -- 33,471 33,471 -- -- -- -- -- 85,345 277,286 85,345 -- -- -- -- -- -- -- -- 85,345 277,286 85,345 -- -- -- -- 1,683,790 7,347,407 8,452,086 12,156,928 93,074,462 122,584,728 122,714,673 125,698 83,721,261 84,611,592 167,455 Corporate bonds Others Total R$ Thousand 12.31.2009 12.31.2008 Market Value Maturity in days With no maturity 0-30 31-180 Total 181-360 Cost Market Value over 360 Total Unrealized gain (loss) Cost Market Value Unrealized gain (loss) Total by portfolio 1,683,790 7,347,407 8,452,086 12,156,928 93,074,462 122,584,728 122,714,673 125,698 83,721,261 84,611,592 167,455 Own portfolio Subject to repurchase agreements Deposits with the Brazilian Central Bank 1,679,797 3,993 -- 7,207,903 139,504 -- 3,961,061 1,099,118 3,271,686 8,137,876 3,190,526 441,967 53,785,562 22,454,994 14,693,720 74,768,787 26,734,553 18,413,608 74,772,199 26,888,135 18,407,373 1,403 151,106 (5,999) 45,543,973 22,526,346 14,009,611 46,319,344 22,644,653 14,006,719 64,139 106,845 (2,898) -- -- 120,221 386,559 2,140,186 2,667,780 2,646,966 (20,812) 1,641,331 1,640,876 (631) Pledged in guarantee R$ Thousand 12.31.2009 12.31.2008 Market Value Maturity in years Total by category 1 - Trading securities 2 - Securities available for sale 3 - Securities held to maturity With no maturity 1,683,790 1,398,483 285,307 -- Due in up to one year Due from 1 to 5 years 27,956,421 8,224,542 10,413,561 9,318,318 70,530,851 21,858,476 38,654,609 10,017,766 Total Due from 5 to 10 years Due after 10 years 15,720,486 5,998,279 9,499,196 223,011 Cost 6,823,125 794,420 3,308,119 2,720,586 122,584,728 38,110,829 62,035,094 22,438,805 Total Market Value Cost Market Value 122,714,673 38,274,200 62,160,792 22,279,681 83,721,261 25,391,984 38,206,421 20,122,856 84,611,592 26,135,804 38,373,876 20,101,912 R$ Thousand 12.31.2009 12.31.2008 Book value Current Non Current Book Value Total Current Non Current Total By Portfolio 58,215,628 64,658,169 122,873,797 40,355,844 44,276,692 84,632,536 Own portfolio Subject to repurchase agreements Deposits with the Brazilian Central Bank 47,295,209 5,956,127 3,817,049 27,638,367 20,929,518 14,590,558 74,933,576 26,885,645 18,407,607 29,695,948 8,576,649 1,810,537 16,651,310 14,061,216 12,196,175 46,347,258 22,637,865 14,006,712 1,147,243 1,499,726 2,646,969 272,710 1,367,991 1,640,701 Pledged in guarantee R$ Thousand 12.31.2009 Total by category Trading Securities Securities available for sale Securities held to maturity Carrying value of portfolio Mark-to-market - Category 3 Market value of portfolio 38,274,200 62,160,792 22,438,805 122,873,797 (159,124) 122,714,673 12.31.2008 31% 51% 18% 100% 26,135,804 38,373,876 20,122,856 84,632,536 (20,944) 84,611,592 31% 45% 24% 100% b) Results from securities R$ Thousand Banco do Brasil Applications of Interbank Liquidity Fixed income securities Variable income securities Total 2S2009 5,644,757 3,249,055 1,158 8,894,970 2009 12,194,062 7,197,733 1,044 19,392,839 BB-Consolidated 2008 8,297,379 8,941,407 3,927,187 21,165,973 2S2009 5,817,411 4,566,267 20,973 10,404,651 2009 12,109,100 9,220,192 20,332 21,349,624 2008 7,655,187 9,095,064 3,942,004 20,692,255 19 Notes to Financial Statements c) Reclassification of Securities During 2009, with the intention to adjust to the management strategy of Banco do Brasil, were made the following reclassifications of securities in the "held to maturity" for the "Available for Sale", with the aim of adapting the strategy of managing the Bank of Brazil, was made to reclassify 4,952,690 public securities and private securities 9,900,740, incorporated Banco Nossa Caixa, the book value of R$ 6.080 thousand (market value of R$ 6,138 thousand) and R$ 410 thousand (market value of R$ 386 thousand), respectively, no effect on the outcome. Moreover, considering the projections and scenarios outlined for the management of their assets and liabilities as well as the natural choice of products by customers in its portfolio and the impact of the crisis in international financial markets and the Brazilian economy, as the prerogative in the item 16.9 of Annex I to Circular Letter No. 379 of December 19, 2008, Brasilprev, affiliate of BB Insurance reclassified the bonds in investment funds amounting to R$ 191,007 thousand (market value of R$ 204,348 thousand ), no effect on the outcome. d) Derivative financial instruments The Bank uses derivative financial instruments to manage, at the consolidated level, its positions and to meet clients' needs, classifying its own positions as either Hedge (market risk) or Trading, both with limits of approval. This information is made available to the departments responsible for pricing, trading, controls and calculation of results, which are separate departments and within the Bank. In the options market, asset or long positions have the Bank as holder, while liability or short positions have the Bank as writer. The models used to manage risks with derivatives are reviewed periodically and decisions are made in accordance with the best risk/return ratio, estimating possible losses based on the analysis of macroeconomic scenarios. The Bank uses appropriate tools and systems to manage the derivatives. Trading in new derivatives, whether standardized or not, is subject to a formal risk analysis prior to any transaction. The hedge strategy of the equity positions is in line with the macroeconomic analyses and is approved by the Executive Board of Directors. Risk analysis of the subsidiaries is undertaken on an individual basis and its management is undertaken at the consolidated level. The Bank uses statistical methods and simulations to measure the risks of its positions, including derivatives, using value at risk, sensitivity and stress analysis models. Risks The main risks inherent to derivative financial instruments resulting from the business dealings of the bank and its subsidiaries are credit, market and operating risks, all of which are similar to those related to other types of financial instruments. Credit risk is reflected by the exposure to losses in the event of default by a counterparty to fulfill its part in the operation. Exposure to credit risk in futures contracts is minimized due to daily settlement in cash. The swap contracts, recorded in Cetip are subject to credit risk if the counterparty is not able or willing to perform its contractual obligations, while the swap contracts registered in the BM & F are not subject to the same risk, given that the Bank operations in Brazil that have the same bag as guarantor. Total credit exposure in swaps at December 31, 2009 is R$ 1,664,115 thousand (R$ 1,543,722 thousand at December 31, 2008). Market risk is the exposure created by a potential fluctuation in interest rates, exchange rates, quotation of goods, and prices quoted on markets for shares and other securities, and varies according to the type of product, the volume of operations, the term and conditions of the contract and the underlying volatility. 20 Notes to Financial Statements The operating risk is the probability of financial losses resulting from failures or inadequacy of people, processes and / or systems, or factors such as catastrophes or criminal activities. Breakdown of the Portfolio of Derivatives for Trading by Index R$ Thousand Banco do Brasil By index BB-Consolidated 12.31.2009 Counterparty Notional value Cost 12.31.2008 Market Value Notional value 12.31.2009 Market Value Cost Notional value Cost 12.31.2008 Market Value Notional value Cost Market Value Exchange trading Futures contracts Purchase commitments Interbank deposit Currencies T-Note Index Foreign exchange coupon Libor Commodities SCC (1 ) B B B B B IF B B 9,455,522 266,247 3,050,767 --167,933 5,858,885 -111,690 (361,209) (5,548) (363,111) -(314) (35,537) -(238) 43,539 (361,209) (5,548) (363,111) -(314) (35,537) -(238) 43,539 5,144,305 1,747,851 3,078,331 --80,545 237,578 --- 369,608 (30,800) 419,143 -(6) 30,057 14,845 (28) (63,603) 369,608 (30,800) 419,143 -(6) 30,057 14,845 (28) (63,603) 14,730,585 2,180,381 4,206,988 197,354 18,832 1,299,024 5,858,885 -969,121 (361,209) (5,548) (363,111) -(314) (35,537) -(238) 43,539 (361,209) (5,548) (363,111) -(314) (35,537) -(238) 43,539 5,144,305 1,747,851 3,078,331 --80,545 237,578 --- 369,608 (30,800) 419,143 -(6) 30,057 14,845 (28) (63,603) 369,608 (30,800) 419,143 -(6) 30,057 14,845 (28) (63,603) Sales commitments Interbank deposit Currencies BGI Index Foreign exchange coupon Libor Commodities SCC (1 ) 9,787,449 2,271,052 231,663 --709,139 6,571,602 3,993 -- (10,748) 8,518 (37,847) -(142) 69,039 -448 (29,268) (10,748) 8,518 (37,847) -(142) 69,039 -448 (29,268) 9,062,708 8,077,289 48,125 --605,955 325,673 5,666 (630,074) (268,295) (292,183) -(6) (52,843) (16,690) (57) (630,074) (268,295) (292,183) -(6) (52,843) (16,690) (57) 33,571,644 -- -- B B B B B IF B B 20,956,312 938,605 37 -3,892,713 6,571,602 344,699 867,676 --------- --------- 9,062,708 8,077,289 48,125 --605,955 325,673 5,666 (630,074) (268,295) (292,183) -(6) (52,843) (16,690) (57) (630,074) (268,295) (292,183) -(6) (52,843) (16,690) (57) Forward operations Asset position Termo de títulos Currencies Currencies Currencies B B C IF 3,288,699 37,760 -3,250,939 -- 185,408 37,760 -147,648 -- 130,195 37,760 -92,435 -- 1,323,982 86,170 1,237,812 --- 654,491 86,170 568,321 --- 752,428 86,170 666,258 --- 3,340,965 37,760 -3,250,939 52,266 185,805 37,760 -147,648 397 130,591 37,760 -92,434 397 1,323,982 86,170 1,237,812 --- 654,491 86,170 568,321 --- 752,428 86,170 666,258 --- Liability position Termo de títulos Currencies Currencies Currencies 3,454,614 (37,762) -3,492,376 -- (365,811) (37,762) -(328,049) -- (237,453) (37,762) -(199,691) -- 3,627,657 (86,182) 3,713,839 --- (163,174) (86,182) (76,992) --- (155,875) (86,182) (69,693) --- 3,506,880 (366,030) (237,673) B B C IF (37,762) -3,492,376 52,266 (37,762) -(328,049) (219) (37,762) -(199,692) (219) 3,627,657 (86,182) 3,713,839 --- (163,174) (86,182) (76,992) --- (155,875) (86,182) (69,693) --- Options market Long position Flexible Currency Options Flexible Currency Options Other financial assets Other financial assets B C B C 3,335 3,335 ---- 106 106 ---- 1,190 1,190 ---- 8,471,551 5,197,702 348 3,273,501 -- 222,805 157,327 4 65,474 -- 194,375 126,083 5 68,287 -- 7,260 3,335 --3,925 364 106 --258 1,787 1,190 --597 Sales options Flexible Currency Options Flexible Currency Options Other financial assets Other financial assets Other financial assets (1,134,671) (1,064,528) (1,075,655) (14,612,454) (3,077,020) (3,118,028) B C B IF C (1,134,671) (1,064,528) (1,075,655) ----- ----- ----- (6,897,303) (2,152,406) (3,073,527) -(2,489,218) (114,192) (589,620) (36,781) -(2,336,427) (81,892) (660,039) (39,670) -(2,336,427) (1,130,746) (1,134,671) --3,925 -- Over-the-counter trading Swap contracts Asset position Interbank deposit Interbank deposit Foreign currency Foreign currency Prefixed Prefixed IPCA IPCA IGPM IGPM Commodities 5,789,647 1,966,082 2,276,302 131,561 759,687 639,565 -16,450 ----- 495,928 105,134 360,965 3,007 22,960 2,804 -1,058 ----- 493,185 104,885 351,317 4,072 27,356 3,350 -2,205 ----- 5,652,791 817,992 642,857 797,379 3,168,128 207,583 -18,852 ----- 1,287,659 10,573 39,390 165,429 1,071,492 189 -586 ----- 1,289,961 13,171 14,910 164,164 1,095,533 1,048 -1,135 ----- 10,490,970 776,937 880,677 C IF C IF C IF C IF C IF C 2,481,497 3,026,790 286,634 862,666 2,342,053 698,947 9,842 501,862 17,004 240,104 23,571 182,948 415,493 2,274 25,303 18,305 55,338 347 10,150 26,847 30,070 9,862 178,016 401,377 7,639 30,210 75,888 87,041 1,375 20,556 31,350 37,363 9,862 Liability position Interbank deposit Interbank deposit Foreign currency Foreign currency Prefixed Prefixed TMS Referential rate IGPM IPCA Commodities 8,422,593 1,729,248 2,738,406 543,643 1,184,106 1,411,272 -390,462 425,456 ---- (486,871) (70,099) (297,057) (33,544) 9,070 (78,305) -(5,253) (11,683) ---- (501,247) (69,775) (292,125) (33,722) (21,787) (65,734) -(6,421) (11,683) ---- 23,655,535 4,920,564 96,446 3,085,466 2,965,110 13,700 -11,927,809 646,440 ---- (2,194,280) (2,205,395) 14,218,331 (1,031,067) (1,108,800) C IF C IF C IF C C IF IF C (177,961) (3,255) (177,360) (2,884) (1,130,262) (1,133,925) (767,582) (59) -(104,410) (10,751) ---- (776,051) (14) -(104,410) (10,751) ---- 1,699,597 4,423,418 734,496 2,908,508 2,189,594 410,370 390,462 425,456 566,200 462,500 7,730 (12,705) (378,626) (59,626) (457,795) (84,298) (4,340) (5,253) (11,683) (15,738) 1,121 (2,124) (12,803) (420,064) (60,036) (488,041) -74,850 (24,466) (6,421) (11,683) (7,707) (516) (2,213) Others Securities Asset position Foreign currency 8,089,892 8,089,892 150,715 150,715 144,252 144,252 2,220,305 2,220,305 220,971 220,971 234,000 234,000 9,053,091 245,071 238.952 IF 7,909,507 149,892 143.773 348 4 5 -- -- -- 348 --- 4 --- 5 --- (1,346,844) (1,287,324) (1,357,383) (39,246) (1,056) (695) (1,307,598) (1,286,268) (1,356,688) ---------- 5,602,939 817,992 642,857 797,379 3,168,128 176,583 ------23,649,348 4,914,377 96,446 3,085,466 2,965,110 13,700 -11,927,809 646,440 ---- 2,194,066 2,194,066 (1,064,786) (1,076,252) (1,064,528) (1,075,655) ----(258) (597) --- 1,286,881 10,560 39,390 165,429 1,071,492 10 ------- 1,288,469 13,171 14,910 164,164 1,095,533 691 ------- (2,189,790) (2,200,895) (177,961) (177,350) (3,255) (2,884) (1,130,262) (1,133,925) (767,582) (776,051) (59) (14) --(104,410) (104,410) (6,261) (6,261) ------- 220,541 220,541 21 233,354 233,354 Notes to Financial Statements Foreign currency Liability position Foreign currency Foreign currency Others Others C -- -- -- -- -- -- 1,143,584 95,179 95,179 (47,316) (47,016) -(300) -- (47,921) (47,621) -(300) -- 3,766,287 3,003,380 --762,907 (375,054) (371,938) --(3,116) (400,849) (397,733) --(3,116) 8,496,336 (105,199) (105,832) IF C IF 7,297,615 7,210,342 -87,273 -- 7,215,124 1,193,939 87,273 -- (48,237) (56,662) (300) -- (48,869) (56,663) (300) -- -3,765,836 3,002,929 --762,907 -(374,955) (371,839) --(3,116) -(400,752) (397,636) --(3,116) Counterpart: (B) Stock Exchange, (IF) Financial Institution, (C) Client. (1) Foreign exchange swap with regular adjustments. Breakdown of the portfolio of derivative by maturity R$ Thousand Banco do Brasil By Maturity BB-Consolidated 12.31.2009 Notional value 12.31.2008 Market value Cost Notional value 12.31.2009 Market value Cost Notional value 12.31.2008 Market value Cost Notional value Market value Cost Futures contracts Purchase commitments Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years More than 5 years 9,455,522 99,062 2,825,276 2,333,681 2,370,039 889,013 938,451 -- --------- --------- -- 5,144,305 1,353,270 2,291,586 50,969 895,763 417,041 135,676 -- --------- --------- 14,730,585 906,000 2,847,882 2,374,059 2,547,568 1,806,855 3,812,461 435,760 --------- --------- 5,144,305 1,353,270 2,291,586 50,969 895,763 417,041 135,676 -- --------- --------- Sales commitments Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years More than 5 years 9,787,449 1,192,776 -778,310 782,712 1,693,423 5,248,320 91,908 --------- --------- 9,062,708 --20,103 212,537 1,758,054 7,034,086 37,928 --------- --------- 33,571,644 2,549,090 1,973,867 1,885,364 2,818,236 5,556,727 17,863,013 925,347 --------- --------- 9,062,708 --20,103 212,537 1,758,054 7,034,086 37,928 --------- --------- 37,760 37,760 -- 37,760 37,760 -- 37,760 37,760 -- 86,170 86,170 -- 86,170 86,170 -- 86,170 86,170 -- 90,026 37,760 52,266 38,158 37,760 397 38,158 37,760 397 86,170 86,170 -- 86,170 86,170 -- 86,170 86,170 -- Liability position Up to 30 days 31 to 60 days (37,762) (37,762) -- (37,762) (37,762) -- (37,762) (37,762) -- (86,182) (86,182) -- (86,182) (86,182) -- (86,182) (86,182) -- 14,504 (37,762) 52,266 (37,981) (37,762) (219) (37,981) (37,762) (219) (86,182) (86,182) -- (86,182) (86,182) -- (86,182) (86,182) -- Currency futures Asset position Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years 3,250,939 563,903 416,544 390,667 697,857 592,319 589,649 147,648 49,089 25,073 11,020 29,848 25,943 6,675 92,435 46,656 18,425 4,469 13,879 8,493 513 1,237,812 565,371 225,582 152,448 55,401 237,246 1,764 568,321 82,149 72,802 75,610 99,972 177,645 60,143 666,258 82,246 74,852 79,417 113,189 212,334 104,220 3,250,939 563,903 416,544 390,667 697,857 592,319 589,649 147,647 49,088 25,073 11,020 29,848 25,943 6,675 92,433 46,654 18,425 4,469 13,879 8,493 513 1,237,812 565,371 225,582 152,448 55,401 237,246 1,764 568,321 82,149 72,802 75,610 99,972 177,645 60,143 666,258 82,246 74,852 79,417 113,189 212,334 104,220 Liability position Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years 3,492,376 1,035,288 792,696 449,921 789,453 356,863 68,155 (328,049) (39,904) (37,568) (25,577) (65,491) (67,160) (92,349) (199,691) (38,867) (34,437) (19,608) (50,478) (36,365) (19,936) 3,713,839 659,542 376,961 415,269 617,835 1,029,508 614,724 (76,992) (25,020) (10,027) (11,142) (12,592) (12,633) (5,578) (69,693) (23,793) (10,257) (9,831) (10,755) (14,465) (592) 3,492,376 1,035,288 792,696 449,921 789,453 356,863 68,155 (328,049) (39,904) (37,568) (25,577) (65,491) (67,160) (92,349) (199,692) (38,868) (34,437) (19,608) (50,478) (36,365) (19,936) 3,713,839 659,542 376,961 415,269 617,835 1,029,508 614,724 (76,992) (25,020) (10,027) (11,142) (12,592) (12,633) (5,578) (69,693) (23,793) (10,257) (9,831) (10,755) (14,465) (592) 348 4 5 3,335 106 1,190 8,471,551 222,805 194,375 7,260 364 1,787 174 174 ----- 2 2 ----- 2 3 ----- ----3,335 -- ----106 -- ----1,190 -- 2,959,069 418,816 38,717 922,601 992,784 3,139,564 47,923 12,736 2,649 31,566 88,973 38,958 19,453 5,770 1,862 25,479 90,283 51,528 ---3,925 3,335 -- ---258 106 -- ---597 1,190 -- (1,346,844) (1,287,324) (1,357,383) (1,134,671) (1,064,528) (1,075,655) (14,612,454) (3,077,020) (3,118,028) (1,130,746) (1,064,786) (1,076,252) (187,614) (202,190) (395,547) (185,246) (368,828) (7,419) (169,306) (200,699) (370,200) (173,850) (366,226) (7,043) (176,673) (209,968) (390,442) (185,940) (385,434) (8,926) (399,746) (455,404) (246,163) (10,190) (1,668) (21,500) (372,479) (454,103) (216,204) (136) (106) (21,500) (373,017) (459,844) (218,634) (15) (64) (24,081) (3,974,802) (693,525) (465,958) (1,719,300) (1,541,899) (6,216,970) (209,574) (205,018) (370,976) (475,673) (452,624) (1,363,155) (190,403) (212,523) (390,884) (486,597) (463,897) (1,373,724) (399,746) (455,404) (246,163) (6,265) (1,668) (21,500) (372,479) (454,103) (216,204) (394) (106) (21,500) (373,017) (459,844) (218,634) (612) (64) (24,081) Swap contracts Assets Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years 5 to 10 years 5,789,647 816,923 215,593 558,971 663,783 1,245,192 2,071,635 217,550 495,928 214,905 7,779 27,267 78,798 27,944 137,884 1,351 493,185 214,444 7,516 27,584 78,396 26,921 132,812 5,512 5,652,791 986,439 460,599 269,482 1,027,706 1,001,533 1,907,032 -- 1,287,659 320,743 111,237 77,926 243,045 347,869 186,839 -- 1,289,961 319,969 112,415 78,324 264,508 346,546 168,199 -- 10,490,970 964,466 464,018 646,323 1,191,456 2,918,254 3,785,155 640,360 776,937 244,138 19,492 29,286 125,483 125,691 325,339 26,570 880,677 243,529 25,478 30,674 141,899 181,151 346,002 30,867 5,602,939 985,354 460,599 269,482 1,027,706 969,216 1,890,582 -- 1,286,881 320,701 111,237 77,926 243,045 347,661 186,311 -- 1,288,469 319,924 112,415 78,324 264,508 346,119 167,179 -- Liabilities Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years 5 to 10 years 8,422,593 1,440,843 573,491 343,006 1,282,452 2,649,000 2,003,271 130,530 (486,871) (203,263) (42,821) (15,017) (54,090) (82,720) (89,325) 365 (501,249) (203,127) (41,817) (13,925) (50,605) (82,039) (105,868) (3,868) 23,655,535 1,479,211 7,859,415 506,314 2,145,810 6,679,606 4,751,559 233,620 (2,194,280) (353,813) (235,624) (83,172) (435,811) (445,252) (629,955) (10,653) (2,205,395) (353,575) (237,966) (83,537) (440,736) (449,560) (628,846) (11,175) 14,218,331 1,657,485 942,997 662,929 1,619,461 3,748,092 5,233,890 353,480 (1,031,067) (167,572) (55,939) (19,996) (93,790) (181,053) (506,755) (5,962) (1,108,800) (174,522) (56,458) (19,477) (90,800) (185,531) (556,297) (25,715) 23,649,348 1,479,211 7,859,415 506,314 2,145,810 6,679,606 4,745,372 233,620 (2,189,790) (349,323) (235,624) (83,172) (435,811) (445,252) (629,955) (10,653) (2,200,895) (349,085) (237,966) (83,537) (440,736) (449,560) (628,836) (11,175) Operações de Termo Termo de Títulos Asset position Up to 30 days 31 to 60 days Options market Sold position Ações Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years For sale position Ações Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years Others Securities 22 Notes to Financial Statements Assets Up to 30 days 31 to 60 days 61 a 90 dias 91 a 180 dias 181 to 360 days 1 to 5 years 5 to 10 years 8,089,892 2,258,411 951,439 3,309,171 570,194 390,176 540,683 69,818 150,715 28,867 25,822 54,985 29,634 2,741 8,387 279 144,252 25,878 24,574 53,900 28,650 2,584 8,387 279 2,220,305 1,188,886 243,400 488,990 80,003 81,085 137,941 -- 220,971 26,567 15,985 26,679 127,725 9,757 14,258 -- 234,000 34,168 18,751 28,367 127,913 10,650 14,151 -- 9,053,091 2,483,818 1,410,188 3,316,649 655,529 451,178 665,911 69,818 245,071 37,581 56,634 55,792 31,990 4,466 58,329 279 238,952 34,936 55,386 54,707 31,006 4,309 58,329 279 2,194,066 1,162,647 243,400 488,990 80,003 81,085 137,941 -- 220,541 26,137 15,985 26,679 127,725 9,757 14,258 -- 233,354 33,522 18,751 28,367 127,913 10,650 14,151 -- Liabilities Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years 5 to 10 years 7,297,615 951,444 49,361 842,354 1,534,281 1,281,570 2,638,605 -- (47,316) (4,142) (1,878) (5,341) (8,189) (19,334) (8,432) -- (47,921) (4,258) (1,802) (5,235) (8,202) (19,891) (8,533) -- 3,766,287 476,257 631,655 893,507 1,260,195 266,617 237,244 812 (375,054) (113,352) (48,921) (49,211) (143,280) (7,162) (13,078) (50) (400,849) (117,932) (53,072) (52,048) (155,193) (9,476) (13,078) (50) 8,496,336 1,515,405 134,164 1,030,640 1,651,684 1,457,563 2,706,880 -- (105,199) (11,490) (3,888) (24,986) (17,047) (34,732) (13,056) -- (105,832) (11,632) (3,812) (24,880) (17,061) (35,290) (13,157) -- 3,765,836 475,864 631,655 893,507 1,260,195 266,559 237,244 812 (374,955) (113,255) (48,921) (49,211) (143,280) (7,160) (13,078) (50) (400,752) (117,836) (53,072) (52,048) (155,193) (9,475) (13,078) (50) Breakdown of the credit derivatives portfolio R$ Thousand Banco do Brasil 12.31.2009 Notional value BB-Consolidado 12.31.2008 Market value Notional value 12.31.2009 Market value Notional value 12.31.2008 Market value Notional value Market value Asset position - Transferred risk Credit swaps - Derivatives with Banks -- -- -- -- 4,460,954 18,489 -- -- Liability position - Received risk Credit swaps - Derivatives with Banks -- -- -- -- 4,775,870 (112,926) -- -- Breakdown of margin given as guarantee for transactions with derivative financial instruments R$ Thousand Banco do Brasil Government bonds BB-Consolidated 12.31.2009 12.31.2008 12.31. 2009 12.31. 2008 589,281 ----589,281 967,531 ----967,531 594,669 755,078 203,261 544,018 4,410 2,101,436 967,531 ----967,531 LFT NTN LTN Foreign Government bonds Outros Total Breakdown of the portfolio of derivatives designated as market risk hedge The Bank, in order to hedge against possible fluctuations in interest and exchange rates issued securities on the international capitals market in the amount R$ 350 million, contracted derivative operations in the forma of currency and interest rate swaps (Cross Currency Interest Rate Swaps), with the same volume, term and interest rates. The hedge was assessed as effective at December 31, 2009, in accordance with the provisions of Central Bank Circular 3082 dated January 30, 2002, which require evidence of hedge effectiveness between 80% and 125%. The breakdown of the portfolio is as follows: R$ Thousand Banco do Brasil By index 12.31.2009 Notional value Counterparty Cost BB-Consolidated 12.31.2008 Market value Notional value Cost 12.31.2009 Market value Notional value Cost 12.31.2008 Market value Notional value Cost Market value Over-the-counter trading Swap contracts Liability position Foreign currency and interest IF 350,000 28,441 (40,777) 350,000 (86,825) (61,286) 350,000 28,441 (40,777) 350,000 (86,825) (61,286) 350,000 28,441 (40,777) 350,000 (86,825) (61,286) 350,000 28,441 (40,777) 350,000 (86,825) (61,286) Counterparty: (IF) Financial Institution. R$ Thousand Banco do Brasil By maturity 12.31.2009 BB-Consolidated 12.31.2008 12.31.2009 12.31.2008 23 Notes to Financial Statements Notional value Market value Cost Notional value Market value Cost Notional value Market value Cost Notional value Market value Cost Swap contracts Liabilities 5 to 10 years 350,000 28,441 (40,777) 350,000 (86,825) (61,286) 350,000 350,000 28,441 (40,777) 350,000 (86,825) (61,286) 350,000 28,441 (40,777) 28,441 (40,777) 350,000 (86,825) (61,286) 350,000 (86,825) (61,286) Derivative financial instruments divided into current and long-term R$ Thousand Banco do Brasil 12.31.2009 BB-Consolidated 12.31.2008 12.31.2009 12.31.2008 Current Long-term Current Long-term Current Long-term Current Long-term ASSETS Forward operations Options market Swap contracts Forward contracts Credit swaps Total 129,682 5 354,861 135,586 -620,134 513 -138,324 8,666 -147,503 648,208 1,190 1,121,762 219,849 -1,991,009 104,220 -168,199 14,151 -286,570 130,078 142,847 622,871 180,344 5,398 513 51,528 257,806 58,608 13,091 1,081,538 381,546 648,208 1,787 1,121,290 219,203 -1,990,488 104,220 -167,179 14,151 -285,550 LIABILITIES Forward operations Options market Swap contracts Forward contracts Credit swaps Hedge Derivatives Total (217,517) (1,348,457) (391,513) (39,388) --(1,996,875) (19,936) (8,926) (109,736) (8,533) -(40,777) (187,908) (155,283) (1,051,574) (1,565,374) (387,721) --(3,159,952) (592) (24,081) (640,021) (13,128) -(61,286) (739,108) (217,737) (1,744,304) (526,788) (92,675) (35,507) -(2,617,011) (19,936) (1,373,724) (582,012) (13,157) (77,419) (40,777) (2,107,025) (155,283) (1,052,171) (1,560,884) (387,624) --(3,155,962) (592) (24,081) (640,011) (13,128) -(61,286) (739,098) e) Results from Derivatives R$ Thousand BB-Consolidated Banco do Brasil Swap Forward Options Future Derivatives Others Total 2S2009 (156,468) 55,319 (68,271) (327,480) -(172,546) (669,446) 2009 312,220 (307,275) (145,104) (777,459) -(262,066) (1,179,684) 2008 (1,534,085) 784,650 (77,751) 41,235 29 (497,053) (1,282,975) 2S2009 (211,023) 59,418 (80,831) (263,957) 3,579 (217,308) (710,122) 2009 255,337 (303,176) (157,663) (713,936) 3,579 (306,762) (1,222,621) 2008 (1,535,054) 784,650 (77,751) 41,235 29 (496,389) (1,283,280) f) Equity Valuation Adjustment – Securities and Derivatives recognized in the Stockholders’ equity R$ Thousand Semester Securities available for sale Bank Affiliates and subsidiaries Tax effects Total 2009 2008 06.30.2009 Net change in 12.31.2009 Balance the semester Balance 06.30. 2008 Net change in 12.31.2008 Balance the semester Balance 31,380 180,529 4,338 216,247 Period Securities available for sale Bank Affiliates and subsidiaries Tax effects Total (89,281) 125,729 17,469 53,917 (57,901) 306,258 21,807 270,164 (128,143) 130,714 55,420 57,991 78,289 86,752 (24,303) 140,738 (49,854) 217,466 31,117 198,729 2009 2008 12.31.2008 Net change in 12.31.2009 Balance the period Balance 12.31.2007 Net change in 12.31.2008 Balance the period Balance (49,854) 217,466 31,117 198,729 (8,047) 88,792 (9,310) 71,435 (57,901) 306,258 21,807 270,164 39,099 399,395 (88,692) 349,802 (88,953) (181,929) 119,809 (151,073) (49,854) 217,466 31,117 198,729 24 Notes to Financial Statements 9 – Interbank - Credit Linked a) Credit Linked R$ Thousand Banco do Brasil BB-Consolidated 12.31. 2009 12.31.2008 12.31. 2009 12.31.2008 Credit Linked Compulsory reserves - resources Mandatory payment – savings account Mandatory payment – funds from farm loans SFH – Housing Finance System Mandatory payment – funds from microfinance National Treasury – Rural Credit Mandatory payment – additional liabilities (1) Total 11,878,270 11,941,112 204,008 1,635,416 143,711 148,157 -25,950,674 12,435,864 8,285,370 -61,217 81,472 10,826 20,856 20,895,605 11,919,022 11,941,112 204,008 1,635,416 215,625 148,157 -26,063,340 12,439,265 8,285,370 -61,217 136,633 10,826 20,856 20,954,167 Current assets Non current assets 25,950,674 -- 20,895,605 -- 26,063,340 -- 20,954,167 -- (1) As Bacen Circular 3426/2008, was amended in order to comply with the requirement for additional in-kind due to additional federal government securities. b) Income on Compulsory Deposits R$ mil Banco Brasil Income Credit Linked to Central Bank (1) Savings Bank gold Circular No. 3093/2002 Additional requirement CMN Resolution No. 3607/2008 Additional requirement Circular Letter No. 3144/2002 Other Income Credit Linked Income Credit Linked to Rural Credit Devaluation Credit Linked Total 2S2009 306,040 -2,668 303,372 -9,090 9,946 967 326,043 BB-Consolidated 2009 2008 628,865 1,906,576 -- 1,163,981 27,216 -601,649 740,445 -2,150 9,113 19 11,281 3,207 970 -650,229 1,909,802 2S2009 368,164 -2,668 303,372 62,124 49,336 9,946 161 427,607 2009 730,210 -27,216 601,649 101,345 74,603 11,281 179 816,273 2008 1,906,576 1,163,981 -740,445 2,150 19 3,207 -1,909,802 (1) As of 12.01.2008, the additional chargeability became linked to the federal public as Circular No. 3419/2008. 10 – Loans a) Breakdown of the Loan Portfolio, Leasing and Loans Classified as "Other Receivables" R$ Thousand Bando do Brasil BB-Consolidated 12.31.2009 12.31.2008 12.31.2009 12.31.2008 Loans 242,842,464 189,692,175 261,783,097 190,881,563 Loans and bills discounted 124,255,540 84,912,155 129,828,585 85,249,181 Financing 67,023,572 53,988,308 80,858,134 54,983,289 Rural and agribusiness financing 66,887,223 63,682,917 67,166,529 63,682,917 1,610,578 145,261 1,610,578 145,261 Real estate financing 25 Notes to Financial Statements Securities Financing Financing of Infrastructure and development (Allowance for loan losses) Other receivables with loan characteristics -- 653 -- 3,930 -- 3,930 --- (16,938,379) (13,037,119) (17,684,659) (13,179,085) 15,378,421 17,061,138 15,727,764 17,129,398 Advances on foreign exchange contracts 7,967,810 11,142,855 8,192,660 11,142,855 Credit card operations 7,747,968 6,022,594 7,747,968 6,022,594 88,322 71,173 90,972 71,173 247,848 403,212 397,675 471,619 Guarantees honored Sundry (Provision for other losses) (673,528) (578,696) (701,511) (578,843) Lease operations 60,775 54,105 4,700,563 2,967,571 Lease operations 60,775 54,105 4,931,773 3,038,702 -- -- (231,210) (71,131) 258,281,659 206,807,418 282,211,424 210,978,532 (Allowance for lease losses) Total b) Loan and lease operations income R$ Thousand Banco do Brasil BB-Consolidated 2S2009 2009 2008 2S2009 2009 2008 Loan Income 19,178,139 36,425,296 33,031,551 22,050,178 40,515,241 33,220,577 Loans and bills discounted 11,612,368 21,838,644 19,716,324 13,663,735 25,024,527 19,843,626 Financing 3,298,882 6,393,804 5,385,169 3,928,203 7,027,890 5,381,054 Rural and agribusiness financing 2,330,238 4,614,922 4,602,191 2,363,679 4,662,144 4,602,191 Recovery of loans and lowered injury (Note 10.j) 1,443,921 2,576,780 1,703,866 1,533,294 2,691,780 1,714,384 173,957 350,157 313,415 198,146 374,347 313,415 4,009 8,700 7,753 4,105 8,796 7,753 314,764 642,289 1,302,833 359,016 725,757 1,358,154 Advances on foreign exchange contracts Guarantees honored Other Lease Operations Income Total 25,359 50,880 54,241 1,321,716 2,310,112 1,165,857 19,203,498 36,476,176 33,085,792 23,371,894 42,825,353 34,386,434 c) Breakdown of the Loan Portfolio by Sector, Including Operations with Loan Characteristics Classified as "Other Receivables" R$ Thousand Banco do Brasil BB-Consolidated 12.31.2009 % 12.31.2008 % 12.31.2009 % 12.31.2008 % PUBLIC SECTOR 6,234,130 2.3 3,921,827 1.8 6,388,065 2.1 4,040,429 1.8 Government 2,716,210 1.0 2,736,429 1.2 2,716,210 0.9 2,753,911 1.2 Direct administration 2,556,027 0.9 2,672,853 1.2 2,556,027 0.8 2,690,335 1.2 160,183 0.1 63,576 0.0 160,183 0.1 63,576 0.0 3,517,920 1.3 1,185,398 0.6 3,671,855 1.2 1,286,518 0.6 4,405 - 8,183 - -- - -- - 2,046,213 0.7 818,092 0.4 2,126,049 0.6 925,509 0.4 Indirect administration Business entities BB Group Industry Commerce 185 - 9,758 - 185 - 9,758 - 151,226 0.1 340,716 0.2 151,288 0.1 342,602 0.2 1,313,488 0.5 8,649 - 1,391,930 0.5 8,649 - 2,403 - -- - 2,403 - -- - 269,659,436 97.7 216,501,406 98.2 294,440,739 97.9 220,767,162 98.2 Rural 54,489,403 19.8 51,009,253 23.1 54,768,700 18.3 51,009,253 22.7 Industry 79,466,709 28.8 70,557,500 32.0 84,798,895 28.2 71,909,303 32.0 Commerce 30,881,818 11.2 24,393,053 11.1 32,175,132 10.7 24,990,952 11.1 Financial services 1,044,364 0.4 732,671 0.3 1,010,506 0.3 742,646 0.3 Private Individuals 66,367,114 24.0 40,285,308 18.3 81,295,241 27.0 41,628,501 18.5 1,456,778 0.5 62,905 0.0 1,456,778 0.5 62,905 - Financial services Other services Housing Companies PRIVATE SECTOR Housing 26 Notes to Financial Statements Other services Total 35,953,250 13.0 29,460,716 13.4 38,935,487 12.9 30,423,602 13.6 275,893,566 100.0 220,423,233 100.0 300,828,804 100.0 224,807,591 100.0 d) Loan portfolio by risk level and maturity, including operations with loan characteristics classified as "Other receivables" R$ Thousand Banco do Brasil Performing loans AA 12.31.2009 12.31.2008 Total portfolio Total portfolio A B C D E F G H 01 to 30 4,940,857 11,179,163 3,918,003 1,400,495 475,774 93,498 26,126 13,108 99,224 22,146,248 19,463,634 31 to 60 4,582,235 6,674,969 3,341,031 1,010,521 351,167 45,515 19,353 15,101 130,549 16,170,441 11,745,619 61 to 90 5,387,406 3,701,123 3,147,673 741,745 247,657 32,147 11,273 6,613 43,522 13,319,159 9,643,234 91 to 180 9,358,054 9,817,904 8,684,700 3,051,470 771,026 128,077 42,276 27,068 172,355 32,052,930 27,102,936 5,796,120 1,595,967 225,601 77,294 48,199 374,271 46,627,198 41,546,532 35,942,947 33,912,103 40,854,490 11,096,982 3,838,144 986,854 399,041 269,579 1,967,174 129,267,314 97,361,538 Installments falling due 181 to 360 Over 360 8,276,747 14,963,224 15,269,775 Installments overdue Up to 14 106,545 days Others (1) Subtotal 168,656 109,648 94,922 45,107 15,672 9,139 4,990 23,169 577,848 522,747 -- -- -- -- -- -- -- -- 2,643,182 4,097,480 71,237,973 80,417,142 75,325,320 23,192,255 7,324,842 1,527,364 584,502 384,658 2,810,264 262,804,320 211,483,720 2,643,182 R$ Thousand Non-performing loans 12.31.2009 AA A B C D E F G H Total portfolio 12.31.2008 Total portfolio Installments falling due 01 to 30 -- -- 166,265 191,183 152,267 150,444 131,306 113,404 865,627 1,770,496 1,449,243 31 to 60 -- -- 35,886 40,320 44,417 32,994 28,392 26,602 143,308 351,919 268,283 61 to 90 -- -- 25,493 32,503 30,144 29,031 26,214 21,872 125,742 290,999 223,901 91 to 180 -- -- 67,713 90,026 91,523 92,902 76,681 64,259 388,011 871,115 723,680 181 to 360 -- -- 120,344 177,650 188,287 172,251 144,788 131,877 727,077 1,662,274 1,144,202 Over 360 -- -- 176,938 516,682 483,078 409,635 315,493 270,610 1,580,550 3,752,986 2,462,591 Installments overdue 01 to 14 -- -- 9,942 14,762 13,751 12,804 9,529 8,063 46,296 115,147 98,594 15 to 30 -- 73 105,728 55,865 68,155 38,809 21,637 19,089 113,118 422,474 407,421 31 to 60 -- -- 6,500 113,787 73,471 64,967 44,798 37,050 196,385 536,958 445,785 61 to 90 -- -- 115 7,200 94,932 62,210 49,073 39,458 212,105 465,093 369,180 91 to 180 -- -- 165 2,621 14,112 120,211 163,672 176,668 768,354 1,245,803 749,479 181 to 360 -- -- 30 -- -- 21,526 1,301 1,844 1,563,809 1,588,510 568,448 Over 360 -- -- -- -- -- -- -- -- 15,472 15,472 28,706 Subtotal -- 73 715,119 1,242,599 1,254,137 1,207,784 1,012,884 910,796 6,745,854 13,089,246 8,939,513 9,556,118 275,893,566 220,423,233 Total 71,237,973 80,417,215 76,040,439 24,434,854 8,578,979 2,735,148 1,597,386 1,295,454 R$ Thousand BB-Consolidated Performing loans 12.31.2009 27 12.31.2008 Notes to Financial Statements AA A B C D E F G H Total portfolio Total portfolio Installments falling due 01 to 30 5,182,708 11,932,372 4,145,532 1,480,850 494,084 94,547 26,520 21,587 108,701 23,486,901 19,610,006 31 to 60 4,816,427 7,265,280 3,492,871 1,072,458 364,873 46,628 19,614 15,303 131,756 17,225,210 11,868,669 61 to 90 5,522,058 4,241,845 3,282,567 779,839 261,923 33,171 11,496 6,791 44,861 14,184,551 9,796,709 91 to 180 9,719,264 11,395,020 8,949,859 3,121,802 801,362 131,029 42,925 27,568 175,441 34,364,270 27,473,144 8,816,843 17,693,672 15,793,768 5,910,012 1,643,794 230,758 78,407 48,999 379,617 50,595,870 42,152,931 3,990,800 1,047,077 402,143 272,049 181 to 360 Over 360 38,700,816 42,410,870 42,274,021 11,333,042 2,073,226 142,504,044 100,157,767 Installments overdue Up to 14 days Other (¹) Subtotal 106,549 175,758 110,142 95,395 46,054 15,843 9,178 5,009 23,254 587,182 524,646 2,643,182 -- -- -- -- -- -- -- -- 2,643,182 4,097,480 7,602,890 1,599,053 590,283 397,306 75,507,847 95,114,817 78,048,760 23,793,398 2,936,856 285,591,210 215,681,352 (1) Operations with third party risk tied to Government Funds and Programs, mainly Pronaf, Procera, FAT, BNDES and FCO. They include the amount of overdue installments in the total amount of R$ 165 million, which comply with rules defined in each program for reimbursement with the managers and do not imply a credit risk for the Bank. R$ Thousand Non-performing loans AA A B C D E F G H 12.31.2009 12.31.2008 Total portfolio Total portfolio Installments falling due 01 to 30 -- -- 201,137 214,026 165,056 158,231 137,528 118,932 894,212 1,889,122 1,453,400 31 to 60 -- -- 66,072 58,305 53,176 37,535 31,842 31,238 156,287 434,455 272,440 61 to 90 -- -- 52,583 48,994 38,342 33,005 29,339 24,464 137,302 364,029 227,416 91 to 180 -- -- 145,347 135,508 113,765 104,110 87,080 75,901 420,575 1,082,286 733,880 181 to 360 -- -- 253,549 253,546 226,243 191,842 160,026 145,819 783,488 2,014,513 1,161,785 Over 360 -- -- 495,091 694,808 575,417 461,655 358,736 345,535 1,700,912 4,632,154 2,595,579 Installments overdue 01 to 14 -- -- 12,958 23,189 17,836 14,585 10,846 9,107 51,567 140,088 99,854 15 to 30 -- 73 138,799 65,881 72,519 41,368 23,487 25,969 120,932 489,028 410,007 31 to 60 -- -- 13,807 144,895 82,899 69,421 48,255 40,028 209,912 609,217 448,407 61 to 90 -- -- 115 11,874 105,488 66,855 55,799 47,802 225,377 513,310 370,989 91 to 180 -- -- 165 4,163 19,154 128,339 172,639 200,925 810,813 1,336,198 752,798 181 to 360 -- -- 30 -- -- 37,152 8,662 17,294 1,640,310 1,703,448 570,955 Over 360 -- -- -- -- -- -- -- -- 29,746 29,746 28,729 Subtotal -- 73 1,379,653 1,655,189 1,469,895 1,344,098 1,124,239 1,083,014 7,181,433 15,237,594 9,126,239 75,507,847 95,114,890 79,428,413 Total 25,448,587 9,072,785 2,943,151 1,714,522 1,480,320 10,118,289 300,828,804 224,807,591 e) Allowance for loan losses by risk level, including operations with loan characteristics classified as "Other receivables" R$ Thousand Level of Risk AA A B C D E % Provision 0 0.5 1 3 10 30 Value of loans 71,237,973 80,417,215 76,040,439 24,434,854 8,578,979 2,735,148 Banco do Brasil 12.31.2009 Value of Additonal (1) allowance allowance --402,086 537,279 760,404 138,278 733,046 165,229 857,898 269,590 820,544 882,156 Total allowance -939,365 898,682 898,275 1,127,488 1,702,700 Value of loans 62,931,745 41,934,746 70,889,768 24,155,373 7,951,963 2,969,718 12.31.2008 Value of allowance -209,673 708,898 724,661 795,196 890,915 28 Notes to Financial Statements F 50 G 70 H 100 Subtotal Additional allowance abroad Additional allowance in Brazil Total 1,597,386 1,295,454 9,556,118 275,893,566 --275,893,566 798,693 906,818 9,556,118 14,835,607 --14,835,607 481,568 302,200 -2,776,300 --2,776,300 Value of loans 75,507,847 95,114,890 79,428,413 25,448,587 9,072,785 2,943,151 1,714,522 1,480,320 10,118,289 300,828,804 --300,828,804 BB-Consolidated 12.31.2009 Value of Additonal (1) allowance allowance --475,574 543,045 794,284 138,278 763,458 165,229 907,279 269,590 882,945 882,156 857,261 481,568 1,036,225 302,199 10,118,289 -15,835,315 2,782,065 ----15,835,315 2,782,065 1,280,261 1,209,018 9,556,118 17,611,907 --17,611,907 1,230,378 1,416,260 6,943,282 220,423,233 --220,423,233 615,189 991,382 6,943,282 11,879,196 29,435 1,707,184 13,615,815 R$ Thousand Level of % Risk Provision AA 0 A 0.5 B 1 C 3 D 10 E 30 F 50 G 70 H 100 Subtotal Additional allowance abroad Additional allowance in Brazil Total Total allowance -1,018,619 932,562 928,687 1,176,869 1,765,101 1,338,829 1,338,424 10,118,289 18,617,380 --18,617,380 12.31.2008 Value of Value of loans allowance 63,857,947 -42,669,500 213,347 72,996,665 729,966 24,403,040 732,091 8,151,466 815,147 2,988,363 896,509 1,237,927 618,964 1,421,482 995,037 7,081,201 7,081,201 224,807,591 12,082,262 -39,497 -1,707,300 224,807,591 13,829,059 (1) Refers to the additional provision to the minimum required by CMN Resolution No. 2682/1999, up from the experience of management, by simulation on the loan portfolio, considering the history of default of operations in accordance with the good banking practice. It aims to cover variations in unexpected losses, due to the expectation of an increase in default rates due to reflections of the worsening global economic and financial crisis, as well as other events not fully captured by the model's risk classification. f) Changes in the allowance for doubtful loans, doubtful lease receivable and other doubtful receivables, with loan characteristics R$ Thousand Banco do Brasil 2S2009 Amount Allowance Opening balance Provision/(reversal) Exchange variation on allowances - foreign Compensation as losses Added Values (1) Closing balance 13,499,424 5,600,117 (10,232) (5,225,749) 972,047 14,835,607 2009 Additional Provision Existent Allowance Amount Allowance 2,753,355 16,252,779 (264,435) 5,335,682 -(10,232) -- (5,225,749) 287,380 1,259,427 2,776,300 17,611,907 11,879,197 10,575,447 (28,397) (8,562,687) 972,047 14,835,607 2008 Additional Provision Existent Allowance Total 1,736,618 13,615,815 752,302 11,327,749 -(28,397) -- (8,562,687) 287,380 1,259,427 2,776,300 17,611,907 10,167,306 8,463,646 12,074 (5,027,211) -13,615,815 R$ Thousand Banco do Brasil 2S2009 Amount Allowance Opening balance Provision/(reversal) Exchange variation on allowances - foreign Compensation as losses Added Values (1) Closing balance 14,891,673 6,049,591 (22,945) (5,779,183) 696,179 15,835,315 2009 Additional Provision Existent Allowance Amount Allowance 2,867,342 17,759,015 (85,277) 5,964,314 -(22,945) -- (5,779,183) -696,179 2,782,065 18,617,380 12,082,262 11,381,078 (61,045) (9,273,388) 1,706,408 15,835,315 2008 Additional Provision Existent Allowance Total 1,746,797 13,829,059 927,629 12,308,707 -(61,045) -- (9,273,388) 107,639 1,814,047 2,782,065 18,617,380 10,313,369 8,519,170 47,243 (5,050,723) -13,829,059 (1) Refers to balances arising from the acquisition of Banco Nossa Caixa occurred in March 2009 and participation in Banco Votorantim occurred in September 2009. g) Changes in the allowance for other doubtful receivables, without loan characteristics R$ Thousand Banco do Brasil 2S2009 2009 BB-Consolidated 2008 2S2009 2009 29 2008 Notes to Financial Statements Opening balance 939,568 769,198 574,171 1,023,190 797,869 585,295 Provision/(reversal) (85,666) 86,711 87,204 (86,972) 87,554 86,638 Exchange variation on allowances - foreign (163) (969) 1,094 (163) (969) 1,094 Compensation as losses / Other settings (470) (1,671) 106,729 9,498 (1,732) 111,771 Added values(1) Closing balance 56,361 56,361 -- 34,718 97,549 13,071 909,630 909,630 769,198 980,271 980,271 797,869 (1) Refers to balances arising from the acquisition of Banco Nossa Caixa occurred in March 2009, participation in Banco Votorantim occurred in September 2009 and the inclusion of non-financial enterprises consolidated in March 2008. h) Leasing portfolio by maturity R$ Thousand Banco do Brasil BB-Consolidated 12.31.2009 12.31.2008 12.31.2009 12.31.2008 (1) 23,195 38,976 1,975,351 1,266,736 1 to 5 Years 37,580 15,129 2,939,741 1,729,174 -- -- 16,681 42,792 60,775 54,105 4,931,773 3,038,702 Up 1 year Over 5 years Total Present Value (1) Includes amounts related to installments overdue. i) Income from Leasing Operations R$ Thousand Banco do Brasil Lease revenue Leasing Operating leases Lease expenses Leasing BB-Consolidated 2S2009 2009 2008 2S2009 2009 2008 25,359 50,880 54,241 1,321,716 2,310,112 1,165,857 25,359 50,880 54,228 1,321,192 2,308,530 1,163,336 -- -- 13 524 1,582 2,521 (22,015) (44,342) (46,577) (961,050) (1,663,342) (852,352) (838,143) (22,015) (44,342) (46,573) (953,506) (1,646,300) Operating leases -- -- (4) (300) (909) (1,658) Loss on disposal of leased assets -- -- -- (6,964) (15,542) (11,597) Other costs of leases Total -- -- -- (280) (591) (954) 3,344 6,538 7,664 360,666 646,770 313,505 j) Supplementary information R$ Thousand Banco do Brasil Renegotiated loans Recovery of loans written off as loss(1) BB-Consolidated 2S2009 2009 2008 2S2009 2009 2008 10,732,892 20,127,897 13,243,677 10,859,356 20,355,896 13,245,325 1,443,921 2,576,780 1,703,866 1,533,294 2,691,780 1,714,384 (1) Recorded in income in Revenue from Loans, pursuant to CMN Resolution 2836/2001, Of this total, in 2009, R$ 57,571 thousand (book value - R$ 39,011 thousand) refer to loans cession to individuals and corporate entities. In 2008, these amounts totaled R$ 64,286 thousand (book value - R$ 39,732 thousand). 11 – Other Receivables a) Specific credits These are credits from the Federal Treasury of R$ 931,845 thousand (R$845,887 thousand at December 31, 2008) for the extension of terms of rural financing as determined by Law 9138/1995. b) Sundry Banco do Brasil 12.31.2009 12.31.2008 BB-Consolidated 12.31.2009 12.31.2008 30 Notes to Financial Statements Tax credit (note 26.a) (1) Sundry debtors from escrow deposits Actuarial Assets CVM 371(Note 28.g) (2) Notes and credits receivable - credit card operations Income tax and social contribution on net income to offset Notes and credits receivable - other Sundry debtors - Brazil Parity Fund Assets (Note 28g) Advances to Credit Guarante or Fund (FGC) Notes and credits receivable - Federal Treasury Advances on and prepayment of salaries Purchase of assets receivable Sundry debtors - foreign Other Total 20,206,935 20,076,982 12,655,345 7,911,276 6,802,424 4,413,235 2,342,653 1,778,366 955,693 793,727 222,970 223,576 30,938 364,951 78,779,071 16,071,248 17,004,869 7,793,671 6,130,646 3,529,824 2,216,543 2,058,195 2,195,802 1,063,035 374,904 206,579 293,352 41,685 385,063 59,365,416 21,909,801 21,209,340 12,655,345 7,911,276 7,407,346 7,084,658 2,722,568 1,778,366 955,693 793,727 229,878 223,577 32,383 399,446 85,313,404 16,499,482 18,006,940 7,793,671 6,130,646 3,972,656 2,911,852 1,809,367 2,195,802 1,063,035 374,904 216,876 293,355 41,983 314,054 61,624,623 Current Assets Non Current Assets 27,747,561 51,031,510 19,854,665 39,510,751 31,167,511 54,145,893 20,799,150 40,825,473 (1) Includes value of R$ 11,752,804 thousand (R$ 10,998,898 thousand on 12.31.2008) in BB-bank and the BB-Consolidated, referring to judicial deposits related to the lawsuit of income tax and social contribution ( Note 25.C). It also includes the value of R$ 8,266,094 thousand (R$ 5,807,327 thousand on 12.31. 2008) on BB bank and R$ 9,392,161 thousand (R$ 6,804,880 thousand at 31.12.2008) in BB Consolidated, referring to security deposit requirements for labor, civil and tax (Note 31.c). (2) Includes the installments falling due on credit card purchases in installments payable to shopkeepers, in the amount of R$ 3,398,166 thousand (R$ 2,661,833 thousand at December 31, 2008). 12 – Foreign exchange portfolio a) Breakdown R$ Thousand Banco do Brasil 12.31.2009 Assets Other Receivables Forward foreign exchange purchases pending settlement Bills of exchange and time drafts in foreign currency Receivables from sales of foreign exchange (Advances received in local currency) Foreign currency receivables Income receivable on advances granted and financed imports 12.31.2008 BB-Consolidated 12.31.2009 12.31.2008 8,480,791 7,911,582 79,758 12,353,989 (12,034,235) 5,629 164,068 20,913,621 16,683,836 104,101 10,012,642 (6,115,676) 7,348 221,370 8,671,052 8,077,670 79,758 12,379,924 (12,046,972) 5,629 175,043 20,913,621 16,683,836 104,101 10,012,642 (6,115,676) 7,348 221,370 8,480,791 20,913,621 8,671,052 20,913,621 Other liabilities Forward foreign exchange sales pending settlement Financed imports - contracted exchange Foreign exchange purchase liabilities (Advances on foreign exchange contracts) Foreign currency payables Unearned income on advances granted 12,106,915 11,372,666 (11,026) 8,465,559 (7,737,233) 11,025 5,924 15,870,660 12,317,084 (14,623) 14,388,411 (10,838,585) 14,408 3,965 12,173,988 11,398,606 (23,585) 8,658,303 (7,938,549) 73,289 5,924 15,964,485 12,317,084 (14,623) 14,388,411 (10,838,585) 108,233 3,965 Current Liabilities 12,106,915 15,870,660 12,173,988 15,964,485 Foreign exchange portfolio, net (3,626,124) 5,042,961 (3,502,936) 4,949,136 1,513,521 351,645 741,775 266,261 1,524,184 353,947 741,944 267,676 Current Assets Liabilities Memorandum accounts Credit opened for imports Confirmed export credit 31 Notes to Financial Statements b) Foreign exchange results R$ Thousand Banco do Brasil Foreign exchange income Foreign exchange expenses Foreign exchange results 2S2009 3,412,124 (2,772,056) 640,068 BB-Consolidated 2009 2008 8,131,691 11,124,317 (7,472,970) (10,654,553) 658,721 469,764 2S2009 3,680,090 (3,009,057) 2009 8,417,821 (7,731,904) 2008 11,144,993 (10,680,839) 671,033 685,917 464,154 13 – Other Assets a) Assets not for use / Others R$ Thousand Banco do Brasil Assets in special regime Buildings Vehicles Material in stock Property Machinery and Equipment Others Subtotal Other Assets (Provision for devaluations) Total Current Assets BB-Consolidated 12.31.2009 12.31.2008 12.31.2009 12.31.2008 160,705 80,073 172,079 51,619 160,998 80,507 172,372 51,301 612 765 51,281 20,743 19,217 18,787 7,400 19,319 544 11,656 40,705 18,787 8,174 47,579 544 12,431 3,416 3,249 3,537 3,359 290,210 (166,105) 124,105 259,231 (154,360) 104,871 363,989 (175,968) 188,021 308,329 (170,297) 138,032 124,105 104,871 188,021 138,032 b) Prepaid Expenses R$ Thousand Banco do Brasil BB-Consolidated 12.31.2009 12.31.2008 12.31.2009 12.31.2008 Contracts for providing banking services Insurance selling expenses (1) Commissions for credit intermediation (2) Personnel expenses Others Total 1,501,834 731,102 1,409,162 731,102 -52,893 72,911 -30,738 155,035 307,048 175,296 72,911 42,112 30,738 155,035 158,433 1,786,071 32,382 949,257 205,692 2,170,109 159,143 1,118,130 Current Assets Non Current Assets 1,150,798 635,273 646,874 302,383 1,342,437 827,672 779,007 339,123 (1) Commissions paid to retailers - financing of vehicles. (2) It basically refers to the benefits of the Workers’ Meal Program. 32 Notes to Financial Statements 14 – Investments a) BB – Banco do Brasil R$ thousand Discrimination Capital Held Net Equity Book Value Number / Type of Participat Shares (in ion % thousands) 12.31.2009 Income of Equity 12.31.2008 Operational Change Currency 2009 2008 Subsidiaries in Brazil Banco Nossa Caixa S.A .(1) -- -- -- -- 4,900,236 -- 39,207 -- 39,207 -- 9,300 21,325 398,158 ON 100,00 21,325 21,342 7,538 -- 7,538 6,569 BB Administradora de Consórcios S.A. 14,100 16,920 14 ON 100,00 16,920 16,920 43,095 -- 43,095 36,648 BB Corretora de Seguros e Administradora de Bens S.A. 26,918 33,578 1,000 ON 100,00 33,578 33,573 94,660 -- 94,660 72,786 103,142 130,143 100,000 ON 100,00 130,143 126,370 417,043 -- 417,043 415,252 BB Banco de Investimento S.A. (2) 46,455 396,509 3,249 ON 100,00 396,509 1,817,697 2,121,040 -- 2,121,040 1,535,852 BB Leasing S.A. - Arrendamento Mercantil 61,860 25,842 3,000 ON 100,00 25,842 43,289 (17,447) -- (17,447) (10,706) BB Banco Popular do Brasil S.A. 173,271 18,519 568 ON 100,00 18,519 22,834 (12,436) -- (12,436) 2,082 BESC Financeira S.A.- Bescredi 15,473 18,874 296,797 ON 99,58 18,795 18,715 787 -- 787 129 9,847 10,168,625 ON 99,62 9,810 7,903 76 -- 76 (24) BB Administradora de Cartões de Crédito S.A. BB Gestão de Recursos - Distribuidora de Títulos e Valores Mobiliários S.A. BESC Distribuidora de Títulos e Valores Mobiliários S.A. Bescval BESC S.A. Arrendamento Mercantil - BESC Leasing Nossa Caixa Capitalização S.A. (3) Nossa Caixa S.A. - Administradora de Cartões de Crédito (3) Cobra Tecnologia S.A . (4) BB Seguros Participações S.A. (5) BB Aliança Participações S.A. (6) 5,857 17,969 19,578 16,318 ON 99,00 19,382 19,343 252 -- 252 181 5,400 5,476 5,400 ON 100,00 5,476 -- 25 -- 25 -- 10,000 10,364 100,00 10,364 -- 51 -- 51 -- 107,267 46,025 10,000 ON 22,654 ON 22,680 PN 99,94 44,744 -- (61,250) -- (61,250) 348 592,251 594,604 53,221 ON 100,00 594,604 -- 40,752 -- 40,752 -- 964,493 1,031,928 102,513 ON 100,00 1,031,928 -- 89,792 -- 89,792 -- 3,544,909 7,120,412 50,00 3,774,777 -- 46,999 -- 46,999 -- 50,00 32,029 -- 1,818 -- 1,818 -- Jointly Affiliates in Brazil Banco Votorantim S.A. (7) BV Participações S.A. (8) 60,423 33,356,791 ON 7,412,620 PN 15,105 ON 80,311 15,106 PN Affiliates in Brazil Cadam S.A. (4) Cia. Hidromineral Piratuba (9) Cia. Catarinense de Assessoria e Serviços - CCA (10) Santa Catarina Seguros e Previdência (11) Mapfre Nossa Caixa Vida e Previdência S.A. (3) (4) 183,904 214,097 4,762 PN 21,64 46,331 53,181 (6,851) -- (6,851) (12,567) 2,047 12,355 63,931 ON 16,19 2,087 1,975 109 -- 109 (10) 780 474 48,13 228 228 -- -- -- -- -- -- 260 ON 520 PN -- -- -- 2,483 637 -- 637 75 50,000 89,549 20,000 ON -- 4,798 -- 4,798 -- 2,185,853 2,810,695 -- 2,810,695 2,046,615 49,00 Subtotal Subsidiaries / Affiliates in Brazil 43,879 11,177,506 Subsidiaries Abroad BAMB-Brasilian American Merchant Bank 419,476 656,043 241,023 ON 100,00 656,043 790,995 55,855 (193,284) (137,429) 210,803 83,122 218,620 188 ON 100,00 218,620 120,096 7,708 (61,261) (53,553) 32,643 -- 74,781 1,000 ON 100,00 74,781 98,003 1,872 (25,095) (23,222) 27,057 8,702 16,652 5,000 ON 100,00 16,652 3,120 15,183 -- 15,183 (2,615) Ganhos / (perdas) cambiais nas agências -- -- -- (762,200) (762,200) 708,177 Increase / decrease in PL from other movements -- -- 78 -- 78 5,962 966,096 1,012,214 80,696 (1,041,840) (961,143) 982,027 3,198,067 2,891,391 (1,041,840) 1,849,552 3,028,642 Banco do Brasil AG. Viena (Áustria) (12) BB Leasing Company Ltd. BB Securities LLC Subtotal – Subsidiaries abroad Total Investments in the country and abroad 12,143,602 Others Investments Investments for tax incentives Title property 18,742 17,800 58 447 Shares and Quotes 57,962 57,045 Others Investments 21,895 3,195 Others participations Abroad 10,436 10,601 Total of other investments 109,093 89,088 Provision for losses (69,828) (54,236) Total of Investments 12,182,867 3,232,919 (1) Goodwill on acquisition of Banco Nossa Caixa, built on 11.30.2009. The result of equivalence refers to the period from April to November/2009 (Note 5). (2) On 30.09.2009, the capital of BB Investment Bank has been reduced from $ 1,542,944 thousand, due to spin off its holdings in Alliance in Brazil, Brasilcap Brasilprev, and Brasilveículos Brasilsaúde to BB and Insurance BB Alliance (see items 5 and 6 below). (3) Company of Banco Nossa Caixa, built on 11.30.2009. (4) The information relates to the period of December/2008 the November/2009. (5) Company of the developer portion of the spun BB Banco de Investimento, represented by the shares in Brasilcap Brasilprev, and Brasilveículos Brasilsaúde. (6) Enterprise developer portion of the spun BB Banco de Investimento, represented by the participation in the Alliance of Brazil. (7) includes in the book value of 12.31.2009, the amount of R$ 214,571 thousand relating to goodwill in the acquisition on 09.28.2009. 33 Notes to Financial Statements (8) Includes, in the book value of 12.31. 2009, the amount of R$ 8,127 thousand, relating to negative goodwill on the acquisition on 09.28.2009. (9) The information relates to the period of november/2008 to October/2009. (10) Company in liquidation court, not assessed by MEP. (11) The Bank of Brazil has sold shares of Santa Catarina Insurance and Pensions for the Alliance of Brazil, in May/2009. (12) On 01.01.2009, was made an investment of R$ 149.7 million (EUR 46.3 million) in Bank of Brazil AG. Vienna, due to absorption of the subsidiary Lisbon. b) BB-Consolidated R$ thousand Discrimination Capital Held Net Equity Book Value Income of Equity Number / Type of Participat Shares (in ion % thousands) 09.30.2009 09.30.2008 Operational Change Currency 3Q2009 3Q2008 Shares of BB Bank Multiple Subsidiaries in Brazil Goodwill on acquisition of Banco Nossa Caixa -- -- -- -- 4,900,236 -- -- -- -- -- -- -- -- -- -- -- -- -- -- 240.818 Ágio na aquisição do Banco Votorantim S.A. -- -- -- -- 214,571 -- -- -- -- -- Deságio na aquisição da BV Participações S.A. -- -- -- -- (8,127) -- -- -- -- -- 183,904 214,097 4,762 PN 21,64 46,331 53,181 (6,851) -- (6.851) (12.567) 2,047 12,355 16,19 2,087 1,975 109 -- 109 (10) 780 474 48,13 228 228 -- -- -- -- -- -- 63,931 ON 260 ON 520 PN -- -- -- 2,483 637 -- 637 75 50,000 89,549 20,000 ON 49,00 Increase / decrease in PL from other movements (1) Jointly Subsidiaries in Brazil Affiliates in Brazil Cadam S.A. (2) Cia, Hidromineral Piratuba(3) Cia, Catarinense de Assessoria e Serviços – CCA (4) Santa Catarina Seguros e Previdência (5) Mapfre Nossa Caixa Vida e Previdência S.A. (2) (6) Subtotal – Shares of BB Bank Multiple 43,879 -- 4,798 -- 4.798 -- 5,199,205 57,867 (1,307) -- (1,307) 228,316 Shares of BB Investment Bank Affiliates in Brazil Goodwill / losses on acquisition of investments (7) Itapebi (2) Estruturadora Brasileira de Projetos - EBP BAF S.A. (8) Others participations (9) -- -- -- -- 485,095 557,603 -- -- -- -- 105,000 287,481 19,950 ON 19,00 54,621 38,917 24,138 -- 24.138 21.662 20,970 16,054 2,330 ON 11,11 1,784 805 (462) -- (462) (84) -- -- -- -- -- 4,369 -- -- -- 5.050 -- -- -- -- Subtotal - Shares of BB Investment Bank 9,750 41,294 24,606 -- 24.606 202.218 551,250 642,988 48,282 -- 48,282 228,846 25,498 20,024 5,474 -- 5,474 (1,505) 25,498 20,024 5,474 -- 5,474 (1,505) 5,775,953 720,879 52,449 -- 52,449 455,657 Participation of BB Resource Management – Distribuidora de Títulos e Valores Mobiliários S.A. Affiliates in Brazil Pronor (2) 154,686 212,130 5,542 ON 12,02 Subtotal – Participation of BB Resource Management - DTVM S.A. Subtotal Subsidiaries / Affiliates in Brazil Subsidiaries Abroad Gains / (losses) on foreign exchange agencies -- -- -- -- -- -- -- (762,200) (762,200) 708,177 Gains / (losses) on foreign exchange subsidiaries -- -- -- -- -- -- -- (279,640) (279,640) 224,437 Increase / decrease in PL from other movements -- -- -- -- -- -- 41 -- 41 5,962 Subtotal - Subsidiaries Abroad -- -- -- -- -- -- 41 (1,041,840) (1,041,799) 938,576 5,775,953 720,879 52,490 (1,041,840) (989,350) 1,394,233 Total shares in the Country and Abroad Other Investments Investments for tax incentives -- -- -- -- 59,081 29,268 -- -- -- -- Title property -- -- -- -- 146 1,474 -- -- -- -- Shares and quotes Others Investments (10) -- -- -- -- 61,868 58,306 -- -- -- -- -- -- -- -- 814,893 770,257 -- -- -- -- Others participations abroad -- -- -- -- 11,237 11,402 -- -- -- -- Total – Other Investments -- -- -- -- 947,225 870,707 -- -- -- -- Provision for losses -- -- -- -- (77,839) (67,746) -- -- -- -- Total of Investments -- -- -- -- 6,645,339 1,523,840 -- -- -- -- (1) Increase in equity of BB Banco de Investimento, following the change of criteria for evaluating the investment in this subsidiary Neoenergia in 1Q 2008.The information relates to the period of December/2008 to november/2009. (2) The information relates to the period of November/2008 to october/2009. (3) Company in liquidation court, not carried at equity method. (4) The Banco do Brasil sold the common shares of Santa Catarina Insurance and Pensions for the Alliance of Brazil in may/2009. (5) Related undertaking of Nossa Caixa Bank, which was acquired by Banco do Brasil on 11.30.2009. (6) It is the goodwill for the acquisition of the Alliance of Brazil, R$ 486,767 thousand and discount on investments in Brasilprev, R$ 1,561 thousand and Brasilsaúde, R$ 111 thousand. (7) Company incorporated by BB Investment Bank on 05.20.2009. (8) Refer to the holdings of non-financial related companies. (9) It is mainly related to other investments of Neoenergia, R$ 732,687 thousand (R$ 761,070 thousand at 12.31.2008). 34 Notes to Financial Statements c) Expected Goodwill Amortization The figures below, as the expected amortization of goodwill, supports on the projection of justifying the business, prepared by a specialized firm. Goodwill for acquisitions of Banco Nossa Caixa and Banco Votorantim are depreciated according to Central Bank Circular No. 1273/1987. R$ thousand BB-Banco Múltiplo BB-Consolidated Banco Nossa Caixa Banco Votorantim Total Bruto Total net of tax effects (1) Aliança do Brasil (2) Total Bruto Total net of tax effects (3) Em 2010 151,211 20,809 172,020 103,212 142,068 314,088 196,977 Em 2011 Em 2012 Em 2013 232,491 473,923 617,846 23,036 24,696 27,397 255,527 498,619 645,243 153,316 299,171 387,146 184,247 160,452 -- 439,774 659,071 645,243 274,919 405,070 387,146 Em 2014 Em 2015 Em 2016 709,394 807,756 900,156 28,477 29,109 30,357 737,871 836,865 930,513 442,723 502,119 558,308 ---- 737,871 836,865 930,513 442,723 502,119 558,308 Em 2017 Total 1,007,459 4,900,236 30,690 214,571 1,038,149 5,114,807 622,889 3,068,884 -486,767 1,038,149 5,601,574 622,889 3,390,151 (1) Amount of depreciation to be held in the period, net of tax (25% of income tax and social contribution of 15%). (2) The premium for the acquisition of the Alliance of Brazil is registered with controlled non-financial BB-Alliance Holdings SA and will be amortized in the consolidation for harmonization of accounting practices with the conglomerate Bank of Brazil. (3) Amount of repayments to be made in the period, net of tax (25% income tax and social contribution of 15% for the bank and 25% of income tax and social contribution of 9% for the BB-Alliance Holdings SA). 15 – Premises and equipment and leased assets R$ Thousand Banco do Brasil Annual rate of depreciation (by group) Premises and equipment Buildings Data processing systems Furniture and equipment for use Land Facilities Furniture and equipment in stock Communication systems Fixed assets under construction Security systems Transport systems Leased fixed assets Total 2009 Final Balance 12.31.2008 Residual Cost Added Values(1) Movements Depreciation 4% 3,178,471 1,051,725 303,174 30,543 1,180,324 472,065 20 a 50% 1,007,486 76,944 10% -10% 393,630 167,284 171,745 -- Impairment (3) 12.31.2009 (650,726) (117,515) (4,498) (3,104) 4,006,745 1,433,714 537,614 (375,107) (1,394) 1,245,543 28,359 76,193 3,227 97,782 (11,507) 54,503 (75,743) -(39,568) ---- 444,028 231,970 189,907 52,053 67,233 31,718 -- -- 151,004 10% -- 90,354 151,169 2,828 7,649 36,430 (56,112) (19,986) -- --- 109,626 102,706 10% 92,752 10,198 17,869 (22,701) -- 98,118 20% 273 45,603 --- (38) 15,172 (106) -- --- 129 60,775 3,224,074 303,174 1,195,496 (650,726) (4,498) 4,067,520 35 Notes to Financial Statements R$ Thousand BB-Consolidated Annual rate of Residual depreciation Cost (by group) 12.31.2008 Premises and equipment Buildings Data processing systems 4% 20 a 50% 2009 Final Balance Added Values(2) Movements Depreciation Impairment (3) 12.31.2009 3,338,94 1 1,095,37 1 1,045,74 0 459,494 171,172 176,664 332,239 30,543 1,254,598 473,810 (706,123) (122,198) (5,171) (3,104) 4,214,484 1,474,422 86,310 578,849 (405,706) (1,394) 1,303,799 43,507 76,192 3,991 123,644 (12,244) 54,546 (92,663) -(40,737) (673) --- 533,309 235,120 194,464 Furniture and equipment for use Land Facilities 10% -10% Furniture and equipment in stock -- 52,053 67,233 31,718 -- -- 151,004 Communication systems Fixed assets under construction 10% -- 91,507 152,786 5,937 7,704 37,205 (53,394) (20,678) -- --- 113,971 107,096 Security systems 10% 92,751 10,664 19,174 (23,911) -- 98,678 Transport systems Leased fixed assets 20% 1,403 3,869 158 -- 1,290 (2,646) (230) -- --- 2,621 1,223 3,342,81 0 332,239 1,251,952 (706,123) (5,171) 4,215,707 Total (1) Amounts resulting from the merger of Banco Nossa Caixa. (2) Amounts resulting from the consolidation of the balances of Banco Nossa Caixa, Banco Votorantim and BV Holdings SA pursuant to the acquisition of equity during the accounting year 2009. (3) Amounts mainly due to the effects of impairment test of property and self-service terminals (Note 3j). 16 – Intangible Assets a) Changes in Intangible Assets by Class R$ Thousand Banco do Brasil Rights due to payroll acquisition Acquisition/development of software Total Balance at 12.31.2008 Acquisitions 3,920,849 119,796 4,040,645 1,297,779 202,899 1,500,678 Added Accumulated Impairment(3) Values(1) amortization 1,185,766 36,705 1,222,471 (1,099,631) (38,753) (1,138,384) 435 -435 Balance at 12.31.2009 5,305,198 320,647 5,625,845 R$ Thousand BB-Consolidated Rights due to payroll acquisition Acquisition/development of software Total Balance at 12.31.2008 Acquisitions 3,920,849 119,796 4,040,645 1,414,832 275,613 1,690,445 Added Accumulated Impairment(3) Values(1) amortization 1,376,935 18,875 1,395,810 (1,407,853) (42,603) (1,450,456) 435 -435 Balance at 12.31.2009 5,305,198 371,681 5,676,879 (1) Amounts resulting from the merger of Banco Nossa Caixa. (2) Amounts resulting from the consolidation of the balances of Banco Nossa Caixa, Banco Votorantim and BV Holdings SA pursuant to the acquisition of equity during the accounting year 2009. (3) Reversal of provision for impairment losses resulting from the impairment test of intangible assets. b) Breakdown of the carrying value of intangible assets R$ Thousand Banco do Brasil Rate of Amortization Rights due to payroll acquisition contrato Cost value 7,283,229 Accumulated Accumulated amortization Impairment (1,936,182) (41,849) Balance at 12.31.2009 Balance at 12.31.2008 5,305,198 3,920,849 36 Notes to Financial Statements 20% Acquisition/development of software 365,859 7,649,088 Total (45,212) (1,981,394) -(41,849) 320,647 5,625,845 119,796 4,040,645 R$ Thousand BB-Consolidated Rate of Amortization contrato 20% Rights due to payroll acquisition Acquisition/development of software Accumulated Accumulated amortization Impairment Cost value 7,283,229 417,941 7,701,170 Total (1,936,182) (46,260) (1,982,442) (41,849) -(41,849) Balance at 12.31.2009 Balance at 12.31.2008 5,305,198 371,681 5,676,879 3,920,849 119,796 4,040,645 c) Estimate for Amortization of Intangible Assets R$ Thousand Banco do Brasil For the year ending: Amounts to be amortized 2010 2011 2012 2013 2014 Total 1,461,272 1,447,065 1,373,367 1,005,199 338,942 5,625,845 R$ Thousand BB-Consolidated For the year ending: Amounts to be amortized 2010 2011 2012 2013 2014 Total 1,471,478 1,457,271 1,383,573 1,015,405 349,152 5,676,879 17 – Deposits and Money Market Borrowing a) Deposits R$ Thousand Banco do Brasil Demand deposits Corporate entities Individuals Restricted Government Special from Federal Treasury Related companies In foreign currencies Institutions of the financial system Domiciled abroad Others Savings deposits Individuals Corporate entities Related companies Institutions of the financial system Interbank deposits Time deposits Local currency Remunerated deposits in court Funds and programs – FAT (Note 17e) Foreign currency Obligations for special– Poupex/Funprogrer Others Deposits for investments Total BB-Consolidated 12.31.2009 12.31.2008 12.31.2009 12.31.2008 56,211,678 22,351,731 22,455,365 5,213,954 3,858,059 567,598 505,424 442,299 378,812 19,811 418,625 75,741,590 71,159,163 4,318,971 255,963 7,493 15,556,143 182,366,877 111,039,706 51,865,142 19,123,206 17,272,282 6,997,602 3,854,447 434,602 792,014 2,545,663 330,230 57,873 457,223 54,965,370 51,485,000 3,182,343 290,638 7,389 19,606,585 149,762,035 100,331,988 56,458,787 22,563,646 22,499,124 5,214,026 3,858,059 567,598 505,424 442,299 370,394 19,591 418,626 75,741,590 71,159,163 4,318,971 255,963 7,493 11,618,573 193,515,574 122,188,161 51,949,022 19,199,985 17,280,150 6,997,672 3,854,447 434,602 792,014 2,545,663 329,511 57,755 457,223 54,965,370 51,485,000 3,182,343 290,638 7,389 14,064,945 149,618,491 100,188,444 57,479,585 33,325,979 57,479,827 33,325,979 12,667,714 594,890 510,834 74,148 228,468 330,104,756 14,882,588 557,115 574,813 89,552 243,268 276,442,400 12,667,714 594,890 510,834 74,148 229,303 337,563,827 14,882,588 557,115 574,813 89,552 243,268 270,841,096 37 Notes to Financial Statements 252,490,505 77,614,251 Current Liabilities Non Current Liabilities 224,785,452 51,656,948 258,676,108 78,887,719 212,058,474 58,782,622 b) Segregation of Deposits by deadline Chargeability R$ Thousand Banco do Brasil No expiration (1) Time deposits Savings deposits Demand deposits Interbank deposits Investment deposits Total Up to 3 months 3 to 12 months 1 to 3 years 3 to 5 years 72,343,935 13,746,169 20,675,117 23,976,864 51,624,651 75,741,590 ----56,211,678 ------ 9,312,640 4,230,908 1,917,971 86,052 228,468 ----204,525,671 23,058,809 24,906,025 25,894,835 51,710,703 Over 5 years 12.31.2009 12.31.2008 141 182,366,877 149,762,035 -- 75,741,590 54,965,370 -- 56,211,678 51,865,142 8,572 15,556,143 19,606,585 -228,468 243,268 8,713 330,104,756 276,442,400 R$ Thousand BB-Consolidated No expiration (1) Time deposits Savings deposits Demand deposits Interbank deposits Investment deposits Total Up to 3 months 3 to 12 months 1 to 3 years 3 to 5 years 72,343,935 15,427,008 28,038,045 25,959,126 51,739,682 75,741,590 ----56,458,787 ------ 6,089,248 4,348,192 1,079,142 92,109 229,303 ----204,773,615 21,516,256 32,386,237 27,038,268 51,831,791 Over 5 years 12.31.2009 12.31.2008 7,778 193,515,574 149,618,491 -- 75,741,590 54,965,370 -- 56,458,787 51,949,022 9,882 11,618,573 14,064,945 -229,303 243,268 17,660 337,563,827 270,841,096 (1) It includes the amount of R$ 41,102,468 thousand (R$ 39,253,517 thousand on December 31, 2008) at BB-Multiple Bank and R$ 54,735,133 thousand (R$ 39,253,517 thousand on December 31, 2008) at BB Consolidated, related to term deposits with clause of anticipated repurchase (liquidity commitment), considering the terms established in funding. c) Money market repurchase commitments R$ Thousand Banco do Brasil 12.31.2009 12.31.2008 BB-Consolidated 12.31.2009 12.31.2008 Financial Treasury Bills National Treasury Bills National Treasury Notes Debentures Securities abroad Other Third-party portfolio National Treasury Bills National Treasury Bills National Treasury Notes Securities abroad Free movement of Portfolio Total 25,545,392 23,503,150 --858,162 1,184,080 -123,975,419 111,805,277 8,305,309 466,563 3,398,270 -149,520,811 22,278,245 17,916,364 --411,927 1,986,863 1,963,091 69,801,410 61,521,332 1,147,509 1,080,036 6,052,533 -92,079,655 31,901,701 22,467,046 22,897 147,744 7,946,156 1,304,041 13,817 128,745,194 112,555,277 9,469,372 3,322,275 3,398,270 174,292 160,821,187 21,926,896 17,565,015 --411,927 1,986,863 1,963,091 69,203,468 60,923,632 1,147,509 1,079,794 6,052,533 -91,130,364 Current Liabilities Non Current Liabilities 142,412,717 7,108,094 87,448,258 4,631,397 153,699,462 7,121,725 86,501,235 4,629,129 38 Notes to Financial Statements d) Expenses with money market repurchase commitments R$ Thousand Banco do Brasil 2S2009 2009 BB-Consolidated 2008 2S2009 2009 2008 Expenses borrowings with deposits Time deposits (8,552,545) (17,646,964) (15,655,076) (9,808,034) (19,507,059) (15,706,826) (4,625,933) (9,724,960) (8,224,898) (4,975,283) (10,165,988) (8,212,451) Savings deposits Demand deposits Interbank deposits (2,152,011) (4,302,756) (4,199,032) (2,455,783) (4,793,347) (4,199,032) (1,253,367) (2,487,302) (2,369,919) (1,762,219) (3,286,474) (2,369,919) (328,679) (771,081) (469,968) (343,049) (788,114) (432,353) (271,700) (473,136) (493,071) Others Expenses with money market repurchase commitments (192,555) (360,865) (391,259) (4,765,772) (9,736,736) (9,887,443) (5,509,725) (10,638,869) (9,824,899) Third-party portfolio (3,789,510) (7,736,749) (6,739,057) (3,988,119) (7,954,791) (6,739,057) (972,733) (1,980,323) (3,102,575) (1,465,720) (2,612,057) (3,040,031) (3,529) (19,664) (45,811) (55,886) (72,021) (45,811) Own portfolio Subject to repurchase agreements with free movement Expenses with money market (13,318,317) (27,383,700) (25,542,519) (15,317,759) (30,145,928) (25,531,725) e) Fund for Workers’ Assistance (FAT) and Guarantee Fund for Generation of Employment and Earnings (FUNPROGER) Shown below are the deposits of the Fund for workers assistance (FAT) in Banco do Brasil: R$ Thousand Return of FAT funds 12.31.2009 Resolution/ TADE Type (1) Opening Date Closing Date 04/2005 05/2005 03/2005 14/2006 02/2006 13/2005 RA RA SD RA RA RA 11/2005 11/2005 01/2008 08/2006 11/2005 11/2005 ----01/2014 ------- 18/2005 15/2005 01/2006 RA RA RA 11/2005 11/2005 11/2005 ------- 27/2005 26/2005 25/2005 09/2005 08/2006 RA RA RA RA RA 11/2005 11/2005 11/2005 11/2005 09/2007 ----------- Available (2) TMS 254,282 148,895 --35,856 21,387 48,144 82,925 74,258 -8,667 282,976 89 40 20 15 14,755 09/2006 RA 09/2007 --- 30,654 FAT Fomentar Micro e Peq, Empresas 09/2006 08/2006 10/2006 11/2006 RA RA RA RA 02/2009 02/2009 07/2006 08/2006 --------- -80,358 11 1,114 FAT Fomentar Médias e Grandes Empresas FAT Taxista FAT Encargos a capitalizar 12/2006 RA 07/2006 --- -- 113,165 02/2009 --- RA --- 09/2009 --- ----- 150,000 5,920 620,183 -59,303 12,047,531 Programa Proger Rural and Pronaf Pronaf Custeio Pronaf Investimento Giro Rural - Aquisição de Títulos Giro Rural Fornecedores Rural Custeio Rural Investimento Proger Urbano Urbano Investimento Urbano Capital de Giro Empreendedor Popular Others Exportação Integrar Área Rural Integrar Área Urbana Inclusão Digital FAT Giro Setorial Micro e Peq, Empresas FAT Giro Setorial Médias e Grandes Empresas FAT Giro Setorial Veículos MGE FAT Giro Setorial Veículos MPE FAT Giro Cooperativo Agropecuário Total Invested (3) TJLP 5,603,916 186,654 3,205,371 1,241,887 520,301 43,317 406,386 6,120,472 5,434,647 630,527 55,298 323,143 2,647 38 10,299 23 6,959 12.31.2008 5,858,198 335,549 3,205,371 1,241,887 556,157 64,704 454,530 6,203,397 5,508,905 630,527 63,965 606,119 2,736 78 10,319 38 21,714 Available (2) TMS 814,659 438,381 --2,945 350,250 23,083 888,040 876,195 1 11,844 242,179 1,095 --259 60,373 Invested (3) TJLP 6,939,835 224,832 3,847,313 1,658,249 664,754 7,498 537,189 5,238,618 4,390,247 755,501 92,870 759,257 3,690 13,831 12,177 542 172,230 7,754,494 663,213 3,847,313 1,658,249 667,699 357,748 560,272 6,126,658 5,266,442 755,502 104,714 1,001,436 4,785 13,831 12,177 801 232,603 5,627 36,281 167,145 327,825 494,970 11,217 97,160 73 16,632 11,217 177,518 84 17,746 --809 747 --1,229 20,627 --2,038 21,374 113,165 -- 135,818 135,818 150,000 65,223 12,667,714 -11,751 1,944,878 -71,288 12,937,710 -83,039 14,882,588 Total Total (1) RA - Auto Return (monthly, 2% on the balance) and SD - Available Balance. (2) Funds remunerated by the Average Selic Rate (TMS). (3) Funds remunerated by the long-term interest rate (TJLP). FAT is a special accounting and financial fund, established by Law 7998/1990, attached to the Ministry of Labor and Employment (MTE) and managed by the Executive Council of the Workers’ Assistance Fund (Codefat), CODEFAT is a collective, tripartite, equal level organization, composed of representatives of workers, employers and government, which acts as the manager of FAT. 39 Notes to Financial Statements The main actions to promote employment using FAT funds are structured around the Programs for the Generating Employment and Earnings (PROGER), whose resources are allocated through special deposits, established by Law 8352/1991, in official federal financial institutions (including, among others, PROGER in the urban program- Investment and Working Capital - and rural program, the National Program for Strengthening Family Farming - Pronaf, the program that allocates resources for the purchase of construction materials - FAT Housing, in addition to the special lines such as FAT Rural and Urban Integration, FAT Giro Setorial - Micro and Small-Sized Companies, FAT Giro Setorial - Medium and LargeSized Companies, FAT Fomentar - Micro and Small-Sized Companies, FAT Fomentar - Medium and LargeSized Companies, FAT Giro Agropecuário, FAT Digital Inclusion and FAT Taxi). The FAT special deposits, allocated with Banco do Brasil, while available, incur interest on a daily pro rata basis using the Average Selic Rate (TMS), As they are applied on loans, the interest rate is changed to the Long-term Interest Rate (TJLP) during the effective period of the loans, The earnings on the Bank’s funds are paid to FAT on a monthly basis, as established in CODEFAT Resolution 439/2005 and 489/2006. The Guarantee Fund for Generation of Employment and Earnings (Funproger) is a special accounting fund established on November 23, 1999 by Law 9872/1999, amended by Law 10360/2001 and by Law 11110/2005 and regulated by Codefat Resolution 409/2004, It is managed by Banco do Brasil under the supervision of Codefat/MTE, and the balance is R$ 225,565 thousand (R$ 321,522 thousand at December 31, 2008). The purpose of FUNPROGER is provide guarantees to entrepreneurs who do not have the necessary guarantees of their own to contract PROGER Urbano and PNMPO financing, through payment of a fee, The net assets of FUNPROGER are accumulated through funds arising from the difference between the average SELIC Rate and the Long-Term Interest Rate (TJLP) in respect of the remuneration of the special deposit balances available in FAT, Other sources of funds are the earnings from its operations and the income on its cash resources paid to Banco do Brasil, the Fund manager. 18 – Borrowings a) Borrowings R$ Thousand Banco do Brasil up to from 91 to 90 days 360 days In Brazil Exports Abroad Borrowings from BB Group companies abroad Borrowings by BB branches abroad Public sector repass borrowing Imports Exports Others Total -- -- from 1 to from 3 to 3 years 5 years -- -- 2,214,054 110,299 3,459,426 978,442 2,286,977 137,619 -234,344 418,514 92,554 80,065 124,444 7,168 20,178 -250,530 --3,542,748 2,731,863 4,140,003 -6,991 418,514 70,762 --496,267 from 5 to Total Total 15 years 12.31.2009 12.31.2008 -- -- 2,750,087 -5,783,779 6,675,750 -3,410,029 1,976,764 104,628 1,176,000 1,885,271 35,136 402,961 721,041 -27,346 78,627 -250,530 430,361 139,764 11,050,645 14,517,901 Current Liabilities Non Current Liabilities 6,274,611 4,776,034 9,223,333 5,294,568 R$ Thousand BB-Consolidated In Brazil Borrowing by non financial companies Exports Others up to 90 days from 91 to 360 days 74,785 -5,995 -70,976 5,441 from 1 to from 3 to from 5 to Total Total 3 years 5 years 15 years 12.31.2009 12.31.2008 82,976 -10,883 ---- ---- 157,761 70,976 22,319 40 109,115 2,750,087 -- Notes to Financial Statements Abroad Borrowings by BB Group companies abroad Public sector repass borrowing Imports Exports Others Total 993,631 -79,202 122,085 250,531 1,526,229 2,551,062 234,344 44,867 60,694 317,302 3,284,686 382,537 12,119 418,514 418,514 61,500 42,678 4,587 ---960,997 473,311 -104,628 20,412 --125,040 Current Liabilities Non Current Liabilities 3,939,349 1,176,000 248,659 187,366 567,833 6,370,263 1,976,780 1,885,271 475,199 -430,361 7,626,813 4,810,915 1,559,348 5,845,958 1,780,855 b) Repass Borrowings from Public Sector R$ Thousand Programs Financial Charges Banco do Brasil 12.31.2009 National Treasury - Rural credit Pronaf TMS (Available) ou 0.5% p.a. a 5.5% p.a. (Allocated) Recoop Cocoa 5.75% p.a. to 7.25% p.a. TJLP + 0.6% p.a. or 6.35% p.a. Farming/livestock breeding TR or 9% p.a. BNDES Banco do Brasil Banco Votorantim 0.6305%p.a. to 15.35%p.a. or TJLP/fx. variation+0.50%p.a to 8.55%p.a. 1.50%p.a. to 16.50%p.a or TJLP/ fx. variation +1.30%p.a. to 10.50%p.a. Finame Banco Votorantim 1.50%p.a to 11.00%p.a or TJLP/fx. variation +0.5%p.a to 5.50%p.a. 12.31.2008 2,100,693 3,485,066 1,840,672 3,201,636 1,840,672 3,201,636 150,041 67,668 175,843 65,597 150,041 67,668 175,843 65,597 40,957 40,635 40,957 40,635 1,355 1,355 1,355 1,355 17,877,865 11,167,753 19,629,502 11,167,753 17,877,865 11,167,753 16,126,227 11,167,753 TMS (available) or 9.5%p.a. (before 06.30.07), 7.5%p.a. (betwen 07.01.07 and 06.30.09) and 6.75%p.a. (after 07.01.09) Other Total -- Current Liabilities Non Current Liabilities -- 3,503,275 -- 146,232 -- 146,232 -- 7,637,163 6,557,872 8,381,169 6,584,776 7,637,163 6,557,872 6,931,615 6,584,776 -- -- 1,449,554 -- 1,132,572 1,198,637 1,132,572 1,198,829 1,132,409 1,198,178 1,132,409 1,198,178 4.55%a.a to 11.00%a.a or TJLP/ fx. variation +0.50%p.a to 5.50%p.a. Other Funcafé 12.31.2009 3,485,066 -- Repass borrowings - CEF Banco do Brasil 12.31.2008 2,100,693 -- Others BB-Consolidated 163 459 28,894,525 22,409,328 163 651 31,390,168 22,436,424 11,472,080 13,738,050 17,422,445 8,671,278 12,405,660 13,749,287 18,984,508 8,687,137 c) Cost of Borrowings and Transfers (official institutions) R$Thousand Banco do Brasil Cost of Borrowings Expenses Onlendings BNDES Finame Treasury CEF Foreign Other Expenditure obligations with foreign banks BB-Consolidated 2S2009 2009 2008 2S2009 2009 2008 (78,875) (169,021) (1,757,377) (110,569) (199,882) (1,664,567) (894,668) (1,712,578) (2,851,508) (949,427) (1,771,166) (2,787,307) (471,789) (919,387) (642,906) (497,057) (945,006) (642,906) (308,785) (553,236) (388,592) (336,076) (582,326) (390,637) (75,030) (165,932) (181,553) (75,030) (165,932) (181,553) (463) (473) (38) (2,655) (4,336) (38) -- -- (1,571,577) -- -- (1,505,311) (38,601) (73,550) (66,842) (38,609) (73,566) (66,862) -- -- (3,757,099) (8,050) (8,640) (3,745,396) 41 Notes to Financial Statements Expenses for Financial and Development liabilities Total (198,904) (459,089) (487,281) (243,071) (530,281) (487,281) (1,172,447) (2,340,688) (8,853,265) (1,311,117) (2,509,969) (8,684,551) 19 – Resources from securities issues R$ Thousand Amount Issued Resources Data Capture Remuneration Maturity 12.31.2009 R$ thous 12.31.2008 R$ thous Banco do Brasil Global Medium - Term Note Program R$ 350,000 9.75% p.a. 07/2007 07/2017 316,244 330,318 Global Medium - Term Note Program US$ 100,000 Libor 6m+2.55%p.a. 07/2009 07/2014 171,160 -- US$ 4,000 3.80% p.a. 11/2009 12/2012 6,962 -- US$ 1,000 3.67% p.a. 12/2009 12/2012 1,740 -- US$ 199,889 3.88% p.a. 06/2009 06/2012 347,886 -- US$ 98,105 3.08% p.a. 07/2009 07/2012 170,742 -- US$ 4,908 2.92% p.a. 07/2009 06/2012 8,542 -- US$ 98,100 3.00% p.a. 08/2009 07/2012 170,734 -- US$ 98,127 2.85% p.a. 09/2009 08/2012 170,780 -- US$ 9,920 3.46% p.a. 08/2009 08/2016 17,265 -- US$ 99,941 3.36% p.a. 10/2009 10/2012 173,938 -- US$ 97,975 2.53% p.a. 10/2009 10/2012 170,516 -- US$ 48,986 2.53% p.a. 10/2009 10/2012 85,255 -- Certificates of deposits - Long Term Certificates of deposits - Short Term -- (1) R$ 8,000 -- -- -- -- 7,240 US$ 423,543 -- -- -- 754,753 849,422 EUR 1,991 -- -- -- 4,979 13,546 2,571,497 1,200,526 Total Banco do Brasil Special purpose entities - EPE Abroad (2) Securitization of future flow of payment orders from abroad US$ 300,000 Libor 3m+0.60% p.a. 07/2002 06/2009 -- 67,007 US$ 40,000 7.890% p.a. 09/2002 09/2009 -- 13,397 US$ 120,000 7.26% p.a. 03/2003 03/2010 12,362 80,040 US$ 250,000 6.55% p.a. 12/2003 12/2013 273,289 444,603 US$ 250,000 Libor 3m+0.55% p.a. 03/2008 03/2014 435,265 584,979 US$ 200,000 Libor 3m+1.20% p.a. 09/2008 09/2015 348,319 467,925 US$ 150,000 5.25% p.a. 04/2008 06/2018 261,707 351,248 1,330,942 2,009,199 Total Special purpose entities - EPE Abroad Banco Votorantim Debentures -- Foreign Exchange R$ PTAX+12.0436%p.a. 12/2006 07/2012 818,833 -- Pós-fixFloating rateado R$ DI + 0.35% p.a. 12/2006 07/2012 656,726 -- 02/2009 01/2012 53,156 -- 07/2007 03/2020 909,132 -- Resources letters of credit real estate (3) Resources letters of credit agribusiness (3) Liabilities for securities abroad - Program Global Medium - Term Notes -R$ 111,000 16.2% p.a. 11/2005 11/2010 37,548 -- R$ 200,000 9.5% p.a. 12/2005 12/2012 79,806 -- R$ 200,000 10.625% p.a. 04/2007 04/2014 89,888 -- US$ 100,000 Libor 3m+2.0% p.a. 08/2005 08/2010 75,767 -- US$ 200,000 6.875% p.a. 10/2005 10/2015 1,858 -- US$ 200,000 6.75% p.a. 09/2006 09/2016 84,007 -- US$ 42,810 1.25% p.a. 10/2009 01/2010 37,379 -- US$ 7,770 1.1% p.a. 10/2009 01/2010 6,781 -- US$ 5,000 1.1% p.a. 10/2009 01/2010 4,363 -- US$ 23,070 4.184% p.a. 02/2008 01/2010 1,338 -- US$ 4,510 1.0% p.a. 10/2009 01/2010 3,933 -- US$ 28,640 1.0% p.a. 11/2009 02/2010 24,905 -- US$ 7,600 1.0% p.a. 11/2009 02/2010 6,609 -- US$ 1,100 1.0% p.a. 11/2009 02/2010 957 -- US$ 5,000 0.9% p.a. 11/2009 02/2010 4,358 -- US$ 37,000 1.2% p.a. 12/2009 03/2010 32,244 -- 42 Notes to Financial Statements US$ 116.500 1,1% p.a. 12/2009 03/2010 13,231 -- US$ 32,150 1.15% p.a. 12/2009 03/2010 28,014 -- US$ 7,000 1.1% p.a. 12/2009 03/2010 6,098 -- US$ 7,170 0.95% p.a. 12/2009 03/2010 6,243 -- US$ 1,000 0.95% p.a. 12/2009 03/2010 871 -- US$ 9,240 0.95% p.a. 12/2009 03/2010 8,045 -- US$ 30,000 0.95% p.a. 12/2009 03/2010 26,120 -- US$ 10,000 1.0% p.a. 12/2009 04/2010 8,680 -- US$ 24,000 3.76% p.a. 07/2009 05/2010 102 -- US$ 19,500 3.70% p.a. 07/2009 05/2010 78 -- US$ 24,000 3.76% p.a. 07/2009 05/2010 102 -- US$ 14,500 3.79% p.a. 07/2009 06/2010 64 -- US$ 9,990 4.0% p.a. 07/2008 07/2010 379 -- US$ 2,900 5.08% p.a. 04/2008 03/2011 -- -- US$ 4,000 3.98% p.a. 07/2009 04/2012 21 -- US$ 15,500 3.9088% p.a. 07/2009 04/2012 76 -- US$ 1,500 4.0538% p.a. 07/2009 05/2012 9 -- US$ 5,000 8.9% p.a. 07/2009 07/2014 134 -- US$ 120,000 5.1% p.a. 06/2008 06/2015 104,679 -- EUR 250 1.0% p.a. 08/2009 12/2011 135 -- EUR 1,000 5.2648% p.a. 05/2007 03/2012 5 EUR 10,000 4.0538% p.a. 07/2009 05/2012 55 -- EUR 9,000 4.0538% p.a. 07/2009 05/2012 49 -- 3,132,778 -- 306,463 248,155 20,794 21,020 327,257 269,175 (155) -- Total - BB Consolidated 7,362,319 3,478,900 Current Asset 1,406,912 1,167,593 Non Current Asset 5,955,407 2,311,307 Total Banco Votorantim Non-Financial Corporations Real Estate Receivables Certificates (4) Debentures R$ R$ TJLP+3.8% p.a. 09/2007 Total Non-Financial Corporations Eliminated amount on consolidation(5) 09/2020 (1) Securities maturing in less than 360 days and interest rates of the certificate issued in U.S. dollars (U.S.$ 423,543 thousand) between 0.33% and 3.80% p.a. and issued in euros (EUR 1,992 thousand) of 0.86% p.a. (2) The Special Purpose Entity - EPE "Dollar Diversified Payment Rights Finance Company" was organized under the laws of the Cayman Islands for the following purposes: (a) the issuance and sale of securities in the international market, (b) use of resources obtained by issuing securities to pay for the purchase, with the BB, the rights to payment orders issued by banking correspondents located in the U.S. and by the agency of BB New York in U.S. dollars, for an agency for BB Brazil ( "Rights in Russia") and (c) making payments of principal and interest on securities and other payments payable on the issuance of these securities. EPE did not claim to have no assets or liabilities other than the relevant rights and obligations from the contracts issue of securities. The BB has no control, is not a shareholder, it owns and participates in either the results of EPE. The obligations of the securities issued by EPE are paid with funds accumulated in your account. (3) Refresh rates are substantially to 90% of DI. (4) Debt with the average maturity of 132 months, average effective rate of 9.7% per year, with the indices Reference Rate - TR General Price IndexMarket - IGP-M Index and Consumer Price Index - IPCA . (5) Refers to securities issued by Banco do Brasil S.A., in possession of controlled company sabroad. 20 – Other liabilities a) Financial and development funds R$ Thousand Banco do Brasil PIS/Pasep Judicial Deposit Reserve Fund (1) Merchant Navy Funds from the State Government of Sao Paulo Special Lending Program for Agrarian Reform - Procera Consolidation of Family Farming (CAF) Land and Agrarian Reform - BB Banco da Terra Combating Rural Poverty/Our First Plot of Land (CPR/NPT) Other BB-Consolidated 12.31.2009 12.31.2008 12.31.2009 12.31.2008 1,916,461 755,281 750,151 475,925 181,594 4,049 2,218 1,674 1,706,439 -269,843 -322,502 68,742 2,178 22,585 1,916,461 755,281 750,151 475,925 181,594 4,049 2,218 1,674 1,706,439 -269,843 -322,502 68,742 2,178 22,585 47,261 65,510 47,261 65,510 43 Notes to Financial Statements Total 4,134,614 Current Liabilities Non Current Liabilities 2,457,799 4,134,614 2,457,799 2,050,776 428,517 2,050,776 428,517 2,083,838 2,029,282 2,083,838 2,029,282 (1) It refers to funds specific for guarantee of judicial deposits transferred by Banco Nossa Caixa, incorporated on 11/30/2009, to the State Treasury of São Paulo and to the City Councils of such State. b) Taxes and social security R$ Thousand Banco do Brasil BB-Consolidated 12.31.2009 12.31.2008 Taxes and contributions on net income payable (1) Provision for deferred taxes and contributions (2) Provision for correction of legal process (3) Taxes payable Provision for tax litigation (note 31.a) Provision for taxes and contributions on profits Total 12.31.2009 12.31.2008 10,249,606 4,576,390 4,964,805 661,898 174,696 64,335 20,691,730 8,109,469 2,673,217 4,124,963 539,365 122,456 88,814 15,658,284 10,609,674 5,429,405 4,955,905 1,509,752 1,138,706 653,257 24,296,699 8,448,055 2,866,020 4,124,963 870,783 1,004,031 256,476 17,570,328 Current Liabilities Non Current Liabilities 16,568,631 4,123,099 13,342,332 2,315,952 18,315,213 5,981,486 14,345,530 3,224,798 (1) (2) (3) Includes the amount of R$ 6,571,673 thousand (R$ 6,541,553 thousand at 12.31.2008), related to the legal process for full offsetting of accumulated income tax loss carry forwards and negative bases of Social Contribution (Note 31.e). Includes the amount of R$ 4,123,099 thousand (R$ 2,315,952 thousand at 12.31.2008), referring to the deferral of taxes on the actuarial gain of the Previ retirement and pension plan. to the restatement of the legal process for full offsetting of accumulated income tax loss carry forwards and negative bases of Social Contribution (Note 31.e). c) Special Operations R$ Thousand Banco do Brasil 12.31.2009 Government, Special procurement Investment fund sector Other special operations Total (1) Current liabilitites Long Term Liabilities BB-Consolidated 12.31.2008 12.31.2009 12.31.2008 204,007 2,138 140 206,285 -2,195 140 2,335 204,007 2,138 140 206,285 -2,195 140 2,335 204,007 2,278 -2,335 204,007 2,278 -2,335 (1) Refers to the transfer of funds, according to Resolution No. 3.607/2008 Bank, for use in rural credit. d) Subordinated debt R$ Thousand Resources Amount Issued (1) Remuneration (1) Data Capture(1) Maturity(1) 12.31.2009 12.31.2008 Banco do Brasil FCO – Recursos do Fundo Constitucional do Centro-Oeste Subordinated CDB issued in the country (1) R$ -- -- -- -- 12.422.046 11.057.272 R$ 500,000 113,8% do CDI 03/2009 09/2014 3.432.247 -- 541.187 R$ 100,000 113,8% do CDI 03/2009 -- 09/2014 108.237 R$ 172,000 113,8% do CDI -- 03/2009 09/2014 186.168 R$ 38,000 -- 113,8% do CDI 03/2009 09/2014 41.131 R$ -- 14,000 113,8% do CDI 03/2009 09/2014 15.153 -- R$ 76,000 113,8% do CDI 03/2009 09/2014 82.261 -- R$ 851,400 115% do CDI 03/2009 03/2015 921.860 -- R$ 9,790 115% do CDI 03/2009 03/2015 10.600 -- R$ 1,550 115% do CDI 03/2009 03/2015 1.678 -- (2) 44 Notes to Financial Statements R$ 8,630 115% do CDI 03/2009 03/2015 9.344 -- R$ 63,180 115% do CDI 03/2009 03/2015 68.409 -- R$ 450 115% do CDI 03/2009 03/2015 487 -- R$ 360,000 115% do CDI 03/2009 03/2015 388.668 -- 115% do CDI 105% do CDI 03/2009 11/2009 03/2015 11/2015 43.185 1.013.879 --- 8,5% a, a, 09/2004 09/2014 533.276 714.905 16,387,569 11,772,177 R$ R$ Subordinated debt Abroad (2) 40,000 1,000,000,000 US$ 300,000 Total Subordinated debt Banco do Brasil Banco Votorantim 1.463.908 -- 312,500 CDI+ 0,491417% a, a, 11/2007 11/2012 393.717 -- 8,500 193,150 32,500 6,850 57,500 260,000 CDI+0,491417% a, a, 12/2007 12/2007 12/2007 12/2007 03/2008 08/2009 12/2012 12/2012 12/2012 12/2012 03/2013 08/2014 10.690 243.172 41.352 8.620 72.052 270.585 ------- 08/2009 08/2009 08/2009 08/2009 12/2009 12/2009 08/2014 08/2014 08/2014 08/2014 12/2014 12/2014 7.814 5.471 20.326 2.605 251.670 50.335 ------- Subordinated CDB issued in the country Debentures CDI+0,540556% a, a, IGPM+7,219701% a, a, CDI+0,540556% a, a, IPCA+7,934241% a, a, CDI+1,670229% a, a, 7,500 5,250 19,500 2,500,000 250,000,000 50,000,000 IPCA+7,855736% a, a, 75,000,000 10,000,000 CDI+1,674668% a, a, CDI+1,674668% a, a, 12/2009 12/2009 12/2014 12/2014 75.475 10.024 --- 693,575 CDI+0,5% a, a, 04/2006 04/2016 703.621 -- 703,904 -- IPCA+7,924428% a, a, IPCA+8,002932% a, a, IPCA+7,953867% a, a, CDI+1,635268% a, a, CDI+1,674668% a, a, Total Subordinated debt Banco Votorantim Eliminated amount on consolidation (3) (1.858) 16,558,197 Total Subordinated debt BB Consolidated 11,772,177 (1) classified as Subordinated Debt Capital Base Level II (Note 32), due to low chargeability and long-term permanence of these resources in the Bank (Vote CMN n ° 067/2001 and Official Bank - Diret n ° 1.602 / 2001 ) (2) The full value of the Subordinated CDB issued in the country and the amount of R$ 500,403 thousand of subordinated debt abroad make up the Capital (PR), level II, in accordance with Resolution CMN n º 3.444 / 2007, 02.28.2007 (Note 32g). (3) refers to securities issued by BB-Commercial Bank, in possession of controlled abroad. e) Hybrid capital and debt instruments R$/US$ Thousand Bando do Brasil and Consolidated Funding Issued value Perpetual Bonuses US$ US$ Current Liabilities Long term Liabilities 2,000,000 1,500,000 500,000 Remuneration 8.50% p.a. 7.95% p.a. Date of funding 10/2009 01/2006 12.31.2009 R$ thous 12.31.2008 R$ thous 3,515,804 2,646,319 869,485 1,185,278 -1,185,278 13,260 3,502,544 16,817 1,168,461 The amount of R$ 2,523,580 thousand of the perpetual bonuses comprise the Referential Shareholders' Equity (PR), level II, in conformity with CMN Resolution 3.444, of February 28, 2007, and authorization of Central Bank of Brazil (Note 32f). The amount of R$ 852,796 thousand of the perpetual bonuses comprise the Referential Shareholders' Equity (PR), level II, in conformity with CMN Resolution 3.444, of February 28, 2007(Note 32f). The operation of US$ 500,000 thousand, issued in January 2006, has a redemption option by initiative of the Bank as from 2011 or in each subsequent quarterly payment of interest, providing it is authorized beforehand 45 Notes to Financial Statements by the Central Bank of Brazil. The terms of these Perpetual Bonuses allow the Bank to suspend quarterly payments of interest and/or accessory payments on the aforesaid securities issued (which will neither be due or accumulated) if: (i) the Bank determines that it is incapable or the payment of these charges does not allow the Bank to be in conformity with the capital adequacy levels then required by the Central Bank of Brazil or its financial indicators are below the minimum level required by the regulations applicable to Brazilian banks; (ii) the Central Bank of Brazil or the Regulatory Authorities determine the suspension of payments of the aforesaid charges; (iii) some insolvency or bankruptcy event occurs; (iv) some default occurs; or (v) the Bank decides to suspend these payments for any other reason. If the Bank decides to suspend the payment of interest and accessories due to the Perpetual Bonuses on account of the contents of item (v) above, the terms of the Perpetual Bonuses provide that, until such payments have been resumed for a period equivalent to 12 months, the Bank (a) cannot recommend to its stockholders and, and as established by the applicable legislation, will act in order to avoid the statement, payment or distribution of dividends or interest on own capital on its common stock and (b) will suffer restrictions on its capacity to redeem or otherwise acquire its common stock. The transaction of US$ 1,500,000 thousand, issued in October 2009, has the option of redemption at the initiative of the Bank from 2020 and on each monthly payment of interest thereafter, provided that prior authorization by the Central Bank of Brazil. If the Bank does not exercise the option to redeem in October 2020, interest on the bonds will be corrected by this date and every 10 years, taking into account the trading price of the Treasury of the U.S. 10 years. The terms of Perpetual determine that the Bank has suspended payments of monthly interest and / or accessories on those securities issued (which shall not be paid or accrued) if: (i) the Bank is not framed or such charges do not allow the Bank is in accordance with the levels of capital adequacy and operational limits expressed in Resolution 3444 and / or Resolution 2099, the Central Bank of Brazil, or its financial indicators are below the minimum level required by the rules applicable to Brazilian banks, (ii ) The Central Bank of Brazil or the Regulatory Authorities to determine the suspension of payments of these costs, (iii) any event of insolvency occurs, (iv) any default occurs, or (v) the Bank has not distributed dividend payments or interest on equity to common shareholders for the period corresponding to the period of calculation of such interest and / or accessories. f) Sundry R$ Thousand Banco do Brasil Credit card operations (1) Liabilities for purchase of goods and rights(2) Cassi Actuarial Liability (Note 28.g). Provisions for payments Provisions for labor grievances (Note 31.a) Provisions for civil claims (Note 31.a) Sundry creditors - Brazil Previ Actuarial Liability (Note 28.g). Liabilities for official agreements Obligations for premiums paid by the customer loyalty Funds subject to loans (3) Obligations for the sale / transfer of financial assets (4) Other provisions Accounts payable for payment services provided Assumption of obligations - Securitization (Note 20.g) Provisions for guarantees provided Sundry creditors - abroads Other Total Current Liabilities Long term Liabilities BB-Consolidated 12.31.2009 7,982,813 4,529,979 4,357,455 3,475,940 3,242,209 3,036,381 1,878,724 1,569,047 1,191,354 1,170,060 627,782 -281,720 280,874 109,288 70,191 61,661 93,757 33,959,234 12.31.2008 5,426,068 294,964 4,096,062 3,453,380 2,456,461 1,719,947 1,748,973 1,565,632 716,897 677,665 157,678 --425,744 420,029 40,442 63,634 24,587 23,288,163 12.31.2009 7,982,813 4,530,311 4,357,455 3,900,020 3,300,749 3,131,472 3,093,899 1,569,047 1,191,354 1,170,060 1,056,660 565,784 281,720 280,874 109,288 70,204 70,098 436,523 37,098,330 12.31.2008 5,426,068 294,975 4,096,062 3,721,067 2,475,231 1,760,175 2,655,751 1,565,632 716,897 677,665 757,642 --425,744 237,756 40,479 67,897 273,259 25,192,300 26,499,585 7,459,649 16,373,880 6,914,283 26,464,456 10,633,874 16,534,493 8,657,807 (1) Includes the value of the installments of shopping with credit cards by retailers installments in the amount of R$ 3,398,166 thousand (R$ 2,661,833 thousand on 12.31.2008). 46 Notes to Financial Statements (2) Includes, on 12.31.2009, the value of the bonds for the acquisition of Banco Nossa Caixa, R$ 2,657,611 thousand to be paid to the State of Sao Paulo (the acquisition occurred on 03.16.2009) and R$ 1,016,713 thousand to be paid to shareholders (at the IPO, which occurred on 09.04.2009). It also includes the amount to be paid to Banco Votorantim on the subscription of preferred shares, R$ 450,000 thousand (Note 5). (3) refers to obligations to the other shareholders of the financial funds of Banco Votorantim, consolidated from 2009 (Note 2). (4) Includes the value of R$ 269,309 thousand, relating to provisions of Banco Nossa Caixa to cover, especially loss with FCVS (book loans), recognized based on estimates of losses due to negative coverage of all or part of operations transferred. g) Securitization R$/US$/EUR Thousand Bando do Brasil and Consolidated Issued value Funding Remuneration Date of funding Maturity 12.31.2009 R$ thous 12.31.2008 R$ thous Future flow of credit card invoice receivables US$ 178,474 5.911% p.a. 07/2003 06/2011 88,418 US$ 44,618 4.777% p.a. 07/2003 06/2011 20,870 45,554 109,288 237,756 Total 223,092 192,202 The Special Purpose Company - SPC "Brazilian Merchant Voucher Receivables" was created under the laws of the Cayman Islands with the following purposes: (a) issue and sell securities in the international market; (b) to use funds raised with the issue of securities to pay for the purchase of current and future rights of Companhia Brasileira de Meios de Pagamento ("Visanet") against Visa International Service Association over the Receivables arising from: (i) credit or charge purchases made in Brazilian territory, in any currency processed by Visanet, with Visa cards issued by financial institutions located outside of Brazil, or (ii) credit or charge purchases processed by Visanet in foreign currency and made with Visa cards issued by financial institutions located in Brazil; and (c) to make payments of principal and interest with regard to securities and other payments provided in the agreements covering the issue of such securities. BB is the beneficiary of 44.618488% of the funds, calculated based on the equity interest held in Visanet, on the issuing date, and the remaining funds made available to the other Brazilian financial institution which holds an interest in Visanet. The SPE declares that it has no relevant asset or liability other than the rights and duties originating from the contracts for issue of securities. BB does not hold the control, is not a shareholder, the owner, or is a beneficiary of any of the results of operations of the SPE. The liabilities arising from the issued securities are paid by the SPC using the funds accumulated in its account. 21 – Insurance, pension and capitalization operations a) Claims Operations R$ Thousand BB-Consolidated 12.31.2009 12.31.2008 612,282 9,447 286,481 908,210 885,945 22,265 421,475 6,544 12,604 440,623 440,611 12 Direct insurance premiums receivable Credit insurance business with insurers Credit insurance transactions with reinsurers Total Current assets Non current assets b) Technical Provisions R$ Thousand 12.31.2009 12.31.2008 BB–Consolidated Mathematical provision for future benefits Mathematical provision for vested benefits Mathematical provision for redemptions Mathematical provision for unearned premiums Insurance Pension 8,984 12,271,198 222 358,872 -- 14,862 Capitalization Total Insurance Pension Capitalization Total 12,280,182 625 8,763,423 -- 8,764,048 -- 359,094 265 327,651 -- 327,916 1,743,419 1,758,281 -- 943 1,447,841 1,448,784 -- 1,041,045 -- -- 1,041,045 644,799 -- -- 644,799 Provision for unsettled claims 858,902 -- -- 858,902 658,628 -- -- 658,628 Provision for financial surplus -- 255,445 -- 255,445 -- 281,853 -- 281,853 Provision for insufficiency of contributions -- 154,005 -- 154,005 -- 142,659 -- 142,659 Provision for financial fluctuation -- 151,937 -- 151,937 -- 130,813 -- 130,813 232,495 3,441 -- 235,936 127,543 3,380 -- 130,923 92,689 26,777 -- 119,466 36,494 15,225 -- 51,719 -- -- 56,430 56,430 -- -- 50,722 50,722 33,913 24,669 9,871 68,453 23,602 17,588 1,173 42,363 2,268,250 13,261,206 1,809,720 17,339,176 1,491,956 9,683,535 1,499,736 12,675,227 Provision for IBNR Provision for premiums deficiency Provision for draws for prizes and redemptions Other provisions Total 47 Notes to Financial Statements Short-Term 1,940,475 372,969 1,809,720 4,123,164 1,478,585 343,588 1,499,736 3,321,909 Long-Term 327,775 12,888,237 -- 13,216,012 13,371 9,339,947 -- 9,353,318 c) Technical Provisions by product R$ Thousand 12.31. 2009 12.31.2008 BB–Consolidated Total Insurance Pension Capitalization Total Automotive Insurance 654,000 -- -- 654,000 497,188 -- -- 497,188 Life 755,536 -- -- 755,536 613,005 -- -- 613,005 Property/casualty 781,925 -- -- 781,925 319,985 -- -- 319,985 DPVAT 59,879 -- -- 59,879 45,898 -- -- 45,898 Health 16,910 -- -- 16,910 15,880 -- -- 15,880 -- -- 1,809,720 1,809,720 -- -- 1,499,736 1,499,736 PGBL Free benefit generating plan -- 5,391,560 -- 5,391,560 -- 3,620,813 -- 3,620,813 VGBL Living benefits life insurance -- 5,091,497 -- 5,091,497 -- 2,916,245 -- 2,916,245 Traditional plans -- 2,778,149 -- 2,778,149 -- 3,146,477 -- 3,146,477 2,268,250 13,261,206 1,809,720 17,339,176 1,491,956 9,683,535 1,499,736 12,675,227 Capitalization Total Pension Capitalization d) Guarantee of Technical Provisions R$ Thousand 12.31. 2009 BB–Consolidated Insurance Shares in Investment Funds (VGBL and PGBL) 12.31.2008 Pension Capitalization Total Insurance Pension Capitalization Total -- 10,331,995 -- 10,331,995 -- 6,441,433 -- 6,441,433 Shares in Investment Funds (except VGBL and PGBL) 886,671 2,021,878 1,250,781 4,159,330 806,055 2,336,692 1,013,549 4,156,296 Government bonds 665,987 1,087,281 241,904 1,995,172 439,073 1,129,650 319,210 1,887,933 Corporate bonds 197,670 33,337 410,494 641,501 244,507 28 250,347 494,882 Credit rights 364,346 -- -- 364,346 242,951 -- -- 242,951 1,338 -- -- 1,338 3,225 -- -- 3,225 416 -- -- 416 626 -- -- 626 2,116,428 13,474,491 1,903,179 17,494,098 1,736,437 9,907,803 Real estate properties Deposits held at IRB and deposits in court Total 1,583,106 13,227,346 e) Results of Insurance, Pension Plan and Capitalization Operations 2S2009 BB Consolidated Insurance Financial results Financial income Financial expenses Restatement and interest on technical reserves Operating results Retained premiums and contributions Change in technical provisions Retained claims Selling expenses Expenses with draws for prize & redemptions of capitalization certificates Expenses with pension plans benefits and redemptions Total 95,185 122,591 (27,406) 368,605 575,193 (206,588) 86,212 92,482 (6,270) 550,002 790,266 (240,264) f) Pension Capitalizatio n R$ Thousand 2008 2009 Total Insurance Pension Capitalizatio n 224,870 292,220 (67,350) 827,474 1,273,783 (446,309) 222,248 230,208 (7,960) Total Insurance Pension Capitalizatio n Total 1,274,592 1,796,211 (521,619) 144,901 188,406 (43,505) 645,080 754,307 (109,227) 156,367 157,347 (980) 946,348 1,100,060 (153,712) (621,884) 1,745 (272,090) (53,041) (323,386) (14,127) (649,346) (117,306) (780,779) (31,524) (496,285) (94,075) 784,589 (13,973) 28,949 799,565 1,537,251 (19,309) 56,181 1,574,123 863,658 (22,726) 51,483 892,415 1,610,636 1,755,208 586,140 3,951,984 3,150,833 3,350,226 1,220,654 7,721,713 1,865,622 1,750,529 943,119 4,559,270 (190,881) (1,745,428) (7,318) (1,943,627) (269,295) (3,323,021) (13,200) (3,605,516) (143,171) (1,711,679) (1,694) (1,856,544) (619,931) (15,235) -(14,972) -(34,736) (619,931) (64,943) (1,266,711) (77,576) -(30,722) -(82,163) (1,266,711) (190,461) (788,730) (70,063) -(18,404) -(55,580) (788,730) (144,047) -- -- (515,137) (515,137) -- -- (1,069,110) (1,069,110) -- -- (834,362) (834,362) -- (8,781) -- (8,781) -- (15,792) -- (15,792) -- (43,172) -- (43,172) 881,519 82,542 62,120 1,026,181 1,747,994 158,819 161,123 2,067,936 977,035 126,069 113,775 1,216,879 Retained insurance premiums, pension plan contributions and capitalization certificates R$ Thousand 2S2009 BB Consolidated Premiums issued (VGBL retirement) Supplementary pension contributions (includes VGBL risk portion) 2009 Insurance Pension Capitali zation 1,881,461 1,224,711 -- 535,329 Total Insurance Pension -- 3,106,172 3,583,473 2,243,955 -- 535,329 -- 1,118,239 2008 Capitalizati on Capitali zation Total Insurance Pension -- 5,827,428 2,125,084 1,006,849 -- 3,131,933 -- 1,118,239 -- 747,742 -- 747,742 48 Total Notes to Financial Statements Revenues from capitalization certificates Coinsurance premiums ceded Reimbursed premiums (return of VGBL contribution) Premiums issued net (premium issued premium reimbursed) Reinsurance premiums ceded, consortiums and funds Retained insurance premiums, pension plans and capitalization -- -- 586,140 586,140 -- -- 1,220,654 1,220,654 -- -- 943,119 943,119 (10,851) -- -- (10,851) (21,074) -- -- (21,074) (11,514) -- -- (11,514) (6,266) (4,832) -- (11,098) (16,388) (11,968) -- (28,356) (14,653) (4,062) -- (18,715) 1,864,344 1,755,208 586,140 4,205,692 3,546,011 3,350,226 1,220,654 8,116,891 2,098,917 1,750,529 943,119 4,792,565 (253,708) -- -- (253,708) (395,178) -- -- (395,178) (233,295) -- -- (233,295) 1,610,636 1,755,208 586,140 3,951,984 3,150,833 3,350,226 1,220,654 7,721,713 1,865,622 1,750,529 943,119 4,559,270 22 – Other Income / Expenses a) Service fees income R$ Thousand Banco do Brasil 2S2009 Income from cards Fund Management Collections (1) BB-Consolidated 2009 2008 2S2009 2009 2008 907,249 1,668,034 1,329,568 611,755 1,177,042 1,237,133 577,848 1,106,376 1,043,240 1,310,272 1,071,615 597,328 2,483,296 2,023,542 1,138,111 2,042,804 1,979,196 1,043,934 Current Account Loans and guarantees provided Interbank 384,008 307,380 249,761 753,460 610,348 491,011 698,186 626,621 555,285 394,634 345,708 267,482 772,421 660,940 519,780 698,586 626,645 555,285 Collection Services provided by non-financial associated companies Insurance, pension and capitalization 255,195 -116,108 485,531 -206,755 438,144 -151,739 272,203 179,205 215,028 512,470 435,625 401,805 438,144 608,584 262,692 144,732 156,600 -- 290,560 298,623 -- 265,001 223,663 -- 144,732 123,270 42,010 290,560 163,865 80,300 265,001 69,333 73,597 19,270 38,512 37,448 154,054 239,590 200,049 3,883,960 7,365,842 6,806,077 42,359 354,549 5,360,395 77,825 611,177 10,171,717 77,040 347,951 9,088,792 (2) Official services Provided to the related Consortium administration fees Brokerage and custody Other services Total (1) Includes, in BB-Consolidated at 2009, the amount of R$ 726,241 thousand (R$347,337 thousand at second semester of 2008 and R$713,237 on 2008), referring to results (proportional to the interest of BB BI) of the operations of Cia. Cielo - Visanet. (2) Refers mainly to services provided by the National Treasury and Management of official Funds. b) Bank fees income R$ Thousand Banco do Brasil Service package Loans and registration file Deposit account Transfer of funds Total 2S2009 995,525 233,245 133,586 63,562 1,425,918 2009 1,922,398 550,067 240,427 116,924 2,829,816 2008 1,883,180 447,560 257,068 134,078 2,721,886 BB-Consolidated 2S2009 1,192,645 365,331 143,140 70,515 1,771,631 2009 2,237,880 716,407 257,252 127,925 3,339,464 2008 1,883,180 447,560 257,183 134,078 2,722,001 c) Personnel expenses R$ Thousand Banco do Brasil Salaries Payroll charges Benefits Personnel administrative provisions Provision for labor grievances Supplementary welfare Training BB-Consolidated 2S2009 2009 2008 2S2009 2009 2008 (2,373,040) (813,072) (4,530,941) (1,527,870) (3,960,151) (1,355,197) (2,832,874) (1,079,980) (5,238,800) (1,911,433) (4,128,529) (1,420,255) (653,880) (662,371) (319,200) (1,252,487) (1,301,106) (1,191,920) (1,083,978) (1,228,276) (758,512) (805,638) (800,398) (427,086) (1,486,053) (1,472,570) (1,374,700) (1,117,552) (1,228,276) (758,512) (80,192) (41,622) (137,242) (63,154) (105,600) (72,485) (158,024) (47,591) (231,865) (73,324) (109,023) (78,173) 49 Notes to Financial Statements Directors’ and officers’ honoraries Total (20,223) (16,043) (4,953,839) (10,024,943) (10,462) (8,580,242) (49,689) (29,749) (6,179,793) (11,838,434) (28,202) (8,870,069) d) Other Administrative Expenses R$ Thousand Banco do Brasil BB-Consolidated 2S2009 2009 2008 2S2009 2009 2008 Amortization (1) Communications (704,685) (534,367) (1,342,380) (1,016,040) (224,500) (984,843) (931,252) (586,999) (1,699,718) (1,107,054) (233,155) (1,020,894) Data processing Third party services Litigation (416,066) (428,708) (42,383) (769,997) (793,347) (899,525) (702,690) (774,499) (629,035) (544,808) (507,448) (42,383) (969,344) (960,148) (899,525) (713,289) (901,679) (629,035) Financial system services Depreciation Security services (230,799) (341,535) (300,802) (444,561) (650,726) (585,981) (434,802) (566,203) (524,040) (368,679) (373,904) (336,189) (706,601) (706,123) (641,906) (430,414) (581,689) (524,506) Transport Rent Specialized technical services (330,381) (214,255) (86,124) (604,483) (401,446) (154,401) (539,439) (329,403) (149,506) (349,535) (281,582) (221,796) (637,815) (509,728) (387,812) (570,499) (362,829) (247,440) Maintenance and upkeep Advertising and publicity Water, electricity and gas (159,548) (132,928) (144,377) (306,001) (229,320) (289,546) (263,212) (249,269) (269,390) (185,741) (196,331) (155,062) (351,256) (336,254) (307,462) (270,978) (299,204) (272,614) (89,684) (58,046) (56,681) (162,152) (111,533) (106,273) (165,397) (113,044) (101,103) (116,596) (73,673) (60,785) (198,112) (133,478) (114,502) (183,118) (120,786) (114,981) (215,583) (4,486,952) (377,823) (9,245,535) (355,126) (7,375,501) (316,925) (545,115) (5,649,688) (11,211,953) (440,150) (7,917,260) Advertising and public relations Domestic travel Materials Other Total (1) Includes in 2009, the amount of R$ 1,099,631 thousand (R$1,407,853 thousand on 2008) for expenses derived of payroll rights aquisitions , previously reported in Other operating expenses, which began to be recorded in this group as from December 2008, in accordance with BACEN Resolution 3357/2008. e) Tax Expenses R$ Thousand Banco do Brasil 2S2009 (964,668) (215,218) (156,757) (31,345) (1,367,988) Cofins ISSQN PIS/Pasep Other Total f) 2009 (1,791,777) (418,016) (291,162) (59,678) (2,560,633) BB-Consolidated 2008 (1,512,986) (406,338) (245,736) (57,684) (2,222,744) 2S2009 (1,247,995) (295,094) (206,949) (54,741) (1,804,779) 2009 (2,287,683) (560,696) (379,455) (104,844) (3,332,678) 2008 (1,715,376) (494,464) (283,935) (141,097) (2,634,872) Other Operating Income R$ Thousand Banco do Brasil (1) Foreign exchange gains Previ – Adjustment by CVM 371 Equalization of rates - Law 8427 Labor, civil and tax claims - Reversal of provisions Income from guarantee deposits Recovery of charges and expenses Equipment Rental - POS (Cielo) Previ – Parity agreement contributions Gain on Equity Pickup (Neoenergia) Revenue Receive Credit - Securitization (Ativos S.A.) Credit card transactions BB-Consolidated 2S2009 2009 2008 2S2009 2009 2008 1,521,522 3,626,722 883,082 1,674,881 518,682 550,799 -96,587 --81,785 5,158,306 4,223,294 1,773,404 1,705,481 1,079,437 1,066,621 -220,755 --157,130 1,012,206 5,412,367 1,351,649 218,534 1,192,476 920,081 -221,273 --244,260 1,530,549 3,626,722 883,082 1,674,881 556,700 632,827 129,148 96,587 101,335 109,022 85,538 5,177,825 4,223,294 1,773,404 1,705,481 1,143,105 1,061,330 279,425 220,755 181,625 173,048 162,970 1,012,206 5,412,367 1,351,649 218,534 1,192,476 752,131 284,679 221,273 102,744 101,266 244,260 50 Notes to Financial Statements Administrative expenses - Reversal of provisions Cards emission income (Visavale) Income from specific credits Income from Special Operations Dividends received Personnel expenses - Reversal of provisions Others Total 64,231 -43,708 20,756 22,113 5,736 133,538 9,244,142 142,994 -87,659 44,878 43,166 8,141 159,081 15,870,347 127,415 -87,666 51,713 46,070 34,178 326,034 11,245,922 64,231 63,710 43,708 20,756 22,113 5,736 309,758 9,956,403 142,994 110,280 87,659 44,878 43,166 8,141 433,574 16,972,954 127,415 88,829 87,666 51,713 46,070 34,178 450,558 11,780,014 (1) Refers to the revenue obtained with the liabilities in foreign currencies, due to the appreciation of the Real in the period, which offset the costs generated by assets in foreign currencies, mainly, the group highlighted in other operating expenses – Negative foreign exchange adjustment (Note 22.g) and exchange variation on investments abroad (Note 14.b). g) Other operating expenses R$ Thousand Banco do Brasil BB-Consolidated 2S2009 2009 2008 2S2009 2009 2008 (958,709) (2,717,098) (759,444) (963,866) (2,726,357) (759,444) -- -- -- (518,042) (1,016,952) (815,590) Credit card transactions (401,148) (733,999) (495,825) (422,944) (759,711) (495,825) Restatement of guarantee deposits (263,896) (552,634) (653,963) (263,896) (552,634) (653,963) CASSI - Expense with provision (CVM Resolution 371) (270,984) (541,968) (1,830,769) (270,984) (541,968) (1,830,769) Premiums paid to clients - Loyalty Program(1) (266,406) (490,347) (1,199,771) (266,406) (490,347) (1,199,771) Sundry losses (243,953) (369,875) (129,420) (278,298) (411,693) (129,420) Updating of the pension liability (171,839) (299,790) (359,684) (171,839) (299,790) (359,684) Updating the acquisition of investment (150,046) (291,426) -- (150,046) (291,426) -- Payroll guaranteed loans acquired (147,042) (251,497) (96,416) (147,042) (251,497) (96,416) Discounts granted on renegotiations (66,588) (115,907) (81,828) (94,494) (145,779) (84,720) Hybrid capital and debt instruments (80,855) (115,938) (94,724) (80,855) (115,938) (94,724) Expenses of BB – ATM (43,411) (80,102) (80,628) (43,411) (80,102) (80,628) Amortization of goodwill (24,799) (65,055) -- (24,799) (65,055) -- Law 9138/95 - Restatement of funds to be returned to the Federal Treasury (21,121) (43,941) (50,857) (21,121) (43,941) (50,857) Update interest own capital / Dividends (13,376) (37,070) (21,895) (13,376) (37,070) (21,895) INSS Fees for the use of Sisbacen – Central Bank of Brazil System Securitization SWIFT MT100 - liabilities with the SPE (13,465) (27,032) (47,137) (13,465) (27,032) (47,137) (13,532) Foreign exchange losses Other operating expenses from non-financial associated companies (2) Previ- Actuarial Asset Amortization - CVM Resolution 371 Other (3) Total (6,477) (13,571) (13,532) (6,477) (13,571) (24,610) (56,835) (106,762) -- -- -- -- -- (353,503) -- -- (353,503) (297,530) (542,538) (479,343) (987,281) (1,456,038) (517,295) (3,466,255) (7,346,623) (6,855,501) (4,738,642) (9,326,901) (7,605,173) (1) The decrease on 2009, totaling R$ 832,887 thousand, refers to the reclassification of expenditure from the budget negotiating relationship (Note 22.d). The reclassification is being made since December 2008, in accordance with Bacen Circular Letter 3357/2008. (2) In BB-Consolidated, these expense are classified as “Expense for marketable securities abroad”. (3) Includes, on 2009 the BB-Consolidated, the value of R$ 407,913 thousand (R$ 206,782 thousand on 2008) on other operating expenses of the Banco Nossa Caixa. 23 – Non operating income R$ Thousand Banco do Brasil Non-operating income (1) BB-Consolidated 2S2009 2009 2008 2S2009 2009 2008 182,696 246,452 191,448 482,033 1,971,297 561,088 76,696 76,696 -- 350,541 1,765,663 17,704 Capital gains Reversal of provision for devaluation of other assets Profit on the sale of assets 27,781 34,226 20,291 44,874 52,100 48,779 21,731 44,593 45,489 22,572 45,768 45,584 24,946 34,514 37,918 26,683 40,246 127,220 Sale of real estate 17,784 30,416 62,139 17,784 30,416 62,139 Profit on the sale of investments 51 Notes to Financial Statements 6,772 14,322 15,284 1,728 4,421 7,141 1,728 4,421 13,296 5,258 7,264 3,186 10,926 17,781 228,198 Non-operating expenses (34,490) (70,140) (90,457) (80,649) (127,669) (148,544) Devaluation of other assets (24,863) (47,272) (48,316) (25,166) (47,842) (48,420) Capital losses (7,911) (17,040) (24,506) (27,939) (37,301) (29,166) Loss on sale of assets (1,155) (2,386) (3,999) (20,880) (23,042) (41,561) (561) (3,442) (13,636) (6,664) (19,484) (29,397) 148,206 176,312 100,991 401,384 1,843,628 412,544 Rental income Provision for/(reversal of) loss with shares and quotas (2) Other non-operating income Other non-operating expenses (3) Total 6,925 14,902 18,168 (1) Refers mainly to the profit made by Banco do Brasil on the sale of shares of Visa Incorporated (R$ 76,696 thousand) and BB Banco de Investimento with the sale of shares in Visanet (R$ 1,624,575 thousand) and Visa Incorporated (R$ 64,287 thousand). (2) Includes on 2009 at BB-Consolidated, the value of R$ 224,752 thousand relating to Other non-operating income of non-financial associated companies. 24 – Stockholder’s Equity a) Capital The capital of R$ 18,566,919 thousand (R$ 13,779,905 thousand at 12.31.2008) is represented by 2,569,860,512 book-entry common shares with no par value. The Federal Union is the controlling stockholder. The R$ 4,787,014 thousand capital increase in the 2009 fiscal year arose from the capitalization of the Expansion Reserve (R$ 4,768,706 thousand) without issuing new shares, as approved by the General Shareholders' Meeting dated April 23, 2009, and the issue of 1,674,027 common registered shares (R$ 18,308 thousand) with no par value, resulting from the merger of Banco Nossa Caixa on November 30, 2009.In 2008, the R$ 568,261thousand capital increase was a result of the takeovers of Besc S.A. and Besc S.A. - Crédito Imobiliário (Bescri), and of BEP S.A. - Banco do Estado do Piauí. The stockholders' equity of R$ 36,119,265 thousand (R$ 29,937,250 thousand at December 31, 2008) corresponds to an equity value of R$ 14,05 per share (R$ 11,66 at December 31, 2008). The market value of per common share at December 31, 2009 was R$ 29,70 (R$ 14,68 at December 31, 2008). b) Revaluation reserves The revaluation reserves, totaling R$ 6,746 thousand (R$ 7,286 thousand in 12.31.2008), refer to revaluations of assets made by the companies Kepler Weber S.A., Pronor, and Cobra Tecnologia S.A. The realizations of the reserves in the period, totaling R$ 557 thousand (R$ 285 thousand 2008 and R$219 thousand at the second half of 2008), were transferred to "Retained earnings (accumulated losses)". The remaining balance will be held until to the date of its effective realization, in conformity with CMN Resolution 3565, of 5.29.2008. c) Capital and profit reserves R$ Thousand 12.31.2009 Capital reserves Profit reserves Legal Reserve Statutory Reserves (1) Operating margin Equalization of dividends (2) Expansion Reserve (3) 12.31.2008 5,188 5,188 17,301,439 2,296,291 15,005,148 15,977,333 1,788,916 9,419,711 12,308,413 2,696,735 -- 7,412,899 2,006,813 4,768,706 (1) The purpose is to guarantee an operating margin compatible with the development of the company's transactions. It is formed by up to 100% of the balance of net income after legal distributions, including dividends, up to the limit of 80% of the capital. (2) Guarantees financial resources for the payment of dividends and is formed by up to 50% of the balance of net income after legal distributions, including dividends, up to the limit of 20% of the capital. (3) Reserve capitalized in the 1st half of 2009 without issuing new shares, after approval by the General Assembly of Shareholders 04.23.2009. 52 Notes to Financial Statements d) Interest on own capital / Dividends R$ Thousand 2S2009 2009 2008 1 - Net income for the period 6,133,959 10,147,522 8,802,869 2 - Interest on own capital allocated to stockholders 3 - Dividends allocated to stockholders 954,012 1,499,572 2,453,584 1,857,866 2,201,143 4,059,009 1,548,227 1,972,921 3,521,148 Total allocated to stockholders (Item 2 + Item 3) In accordance with Laws 9249/1995 and 9430/1996 and the Bank's Bylaws, Management decided on the payment of Interest on Own Capital to its stockholders, imputed to the value of the dividends, plus additional dividends, equivalent to 40% of net income. During the year of 2009 R$ 533,956 were allocated (R$ 910,852 thousand during 2008), of which R$ 218,474 thousand during the first half of 2009 and R$ 315,482 during the second half as interim dividends for account of the Statutory Reserve for Dividend Equalization, and R$ 1,667,187 thousand (R$ 1,062,069 thousand for the 2008 fiscal year) for account of the income for the year. The total amount of Interest on Own Capital on 2009 totaled R$ 1,857,866 thousand. The amount of Interest on Own Capital permitted a decrease on tax charges in the amount of R$ 743,146 thousand. The Interest on Own Capital and Dividends on 2009 will be based on the shareholding position of 12.21.2009 and will be paid on 03.10.2010. To comply with the Income Tax legislation, the amount of interest on capital was recorded as corresponding entries against "Financial expenses" and, for purposes of disclosure of the financial statements, reclassified to "Retained earnings". e) Payments of/Provisions for Interest on Own Capital and Dividends R$ Thousand Interest on own capital/Dividends allocated Interest on own capital Paid Payable Dividends Paid Payable Interest on own capital/Dividends allocated Interest on own capital paid Dividends paid 2009 Per share Gross amount Income tax 1.580 0.723 0.537 0.186 0.857 0.857 0.396 4,059,009 1,857,866 1,379,776 478,090 2,201,143 2,201,143 1,017,053 (278,680) (278,680) (206,966) (71,714) ---- 2008 Per share Gross amount Income tax 1.372 0.603 0.769 3,521,148 1,548,227 1,972,921 (232,234) (232,234) -- Net amount 3,780,329 1,579,186 1,172,810 406,376 2,201,143 2,201,143 1,017,053 Net amount 3,288,914 1,315,993 1,972,921 f) Stockholdings (Number of shares) Stockholdings at December 31, 2009 of all those who hold, directly or indirectly, more than 5% of the Bank’s capital: Stockholders Federal Government Ministério da Fazenda Fundo de Garantia a Exportação (1) Fundo Garantidor de Parcerias Público-Privadas – FGP Fundo Garantidor de Habitação Popular – FGHab Fundo Garantidor para Investimentos Banco do Brasil Employees Retirement Fund (PREVI) (2) BNDES Participações S,A, - BNDESPar Total shares % Total 1,677,309,058 1,378,734,058 229,400,000 60,000,000 1,675,000 7,500,000 266,446,187 62,409,779 65.27% 53.65% 8.93% 2.33% 0.07% 0.29% 10.37% 2.43% 53 Notes to Financial Statements Treasury Stock Other shareholders 1,150,369 562,545,119 2,569,860,512 Total 0.05% 21.89% 100.00% (1) Shares transferred by the Union to pay up the capital of FGP, as authorized by Ordinance No. 413/2005 of the Ministry of Finance. (2) Connected to the Controller. Evolution of the quantity of shares issued by the Bank's shareholders hold, directly or indirectly, of more than 5% of the shares and the directors and members of the Fiscal Council and Audit Committee: Controlling Group Federal Government Ministério da Fazenda Fundo de Garantia a Exportação Fundo Garantidor de Parcerias Público-Privadas – FGP Fundo Garantidor de Habitação Popular – FGHab Fundo Garantidor para Investimentos Previ BNDESPar Total 12.31.2009 12.31.2008 1,677,309,058 1,378,734,058 229,400,000 60,000,000 1,675,000 7,500,000 266,446,187 62,409,779 2,006,165,024 1,684,809,058 1,395,409,058 229,400,000 60,000,000 --266,253,012 64,005,679 2,015,067,749 (1) Common shares (ON) 12.31.2009 12.31.2008 Board of Directors(Except for the shares of the President that are included in the Board of Directors) Steering committee (2) Executive Committee Fiscal Council Audit Committee 14 7,665 9,686 -823 33 7,017 14,753 -1,729 (1) The shareholding interest of the Board of Directors, Steering Committee, Executive Committee, Fiscal Council and Audit Committee represents approximately 0,001%, at 12.31.2009 (0,001% at 12.31.2008), of the Bank's capital stock. g) Number of Shares beingTraded on the Market (Free Float) BB Shares Being traded (Free Float) Total issued Number (1) Percentage 562,527,754 2,569,860,512 21.89% 100.00% (1) Pursuant Law 6404/1976 and Pursuant to the regulations of the Bovespa New Market. h) “C” subscription bonuses From the subscription bonuses issued by the Bank in 1996, remains the balance of 5,880,483 “C” Bonuses on 12.31.2009, wich provides the holder of the document the right to subscribe shares of the capital by issuing the deadlines originally – 03.31.2011 to 6.30.2011. The market value from these bonuses on 12.31.2009 was R$58,50 (R$17,93 on 12.31.2008). 25 – Income and Social Contribution Taxes a) Breakdown of income tax and social contribution expenses R$ Thousand Banco do Brasil 2S2009 2009 BB-Consolidated 2008 2S2009 2009 2008 Present values (1,362,195) (3,745,029) (2,110,886) (2,344,468) (5,895,124) (2,952,054) Income and social contribution taxes in Brazil (1,350,925) (3,725,621) (2,077,247) (2,327,485) (5,868,228) (2,914,792) (11,270) (19,408) (33,639) (16,983) (26,896) (37,262) (1,411,981) (1,810,119) (2,626,150) (1,584,070) (2,135,317) (2,737,813) Income tax abroad Deferred tax liabilities 54 Notes to Financial Statements Leasing Operations – Portfolio adjustment and encoureged depreciation MTM gains Actuarial gains Restatement of litigation deposits Income abroad -- -- -- (125,561) (260,847) (106,220) 84,305 49,286 (155,494) 32,110 (16,870) (155,208) (1,383,232) (1,610,764) (2,064,277) (1,383,231) (1,610,764) (2,064,277) (126,284) (248,607) (413,175) (126,285) (248,607) (413,175) 13,195 -- -- 13,195 -- -- 35 (34) 6,796 (3,177) (7,108) 7,091 Transactions carried out on the futures market Time investments disposal -- -- -- 8,879 8,879 (6,024) (2,774,176) (5,555,148) (4,737,036) (3,928,538) (8,030,441) (5,689,867) Income tax (1,710,171) (3,441,524) (2,926,234) (2,497,831) (5,116,348) (3,608,692) Social Contribution (1,064,005) (2,113,624) (1,810,802) (1,430,707) (2,914,093) (2,081,175) (200,104) 3,268,726 3,438,797 403,595 4,127,654 3,544,751 (227,443) 3,131,118 3,718,423 279,876 3,781,893 3,739,461 Income tax and social contribution losses 42,819 42,819 38,149 138,386 251,305 119,578 MTM losses 49,493 175,308 (317,874) 50,306 174,975 (314,250) (64,973) (80,519) 99 (64,973) (80,519) 99 -- -- -- -- -- (137) (2,974,280) (2,286,422) (1,298,239) (3,524,943) (3,902,787) (2,145,116) Provision Deferred tax credits Temporary differences Transactions Carried out on the Futures Market Others Total income tax and social contribution expense b) Reconciliation of income tax and social contribution expense R$ Thousand Banco do Brasil 2S2009 Earnings before taxation and profit sharing Total charges of IR (25%) and CSLL (15%) Interest on Own Capital (1) Equity in subsidiaries and associated Profit sharing 2008 2S2009 2009 2008 9,890,848 13,729,226 11,224,675 10,516,493 15,435,429 12,082,018 (3,956,339) 381,605 332,527 313,045 (4,206,597) 381,605 (129,758) 343,045 86,762 (6,174,172) 743,146 (396,277) 553,812 1,213,177 157,527 (4,107,886) 619,291 557,693 453,627 (45,118) (5,491,690) (3,816,390) 743,146 619,291 739,821 1,211,457 518,114 449,427 -1,213,177 (8,990) 237,976 (2,974,280) (2,286,422) (1,298,239) (3,524,943) (3,902,787) (2,145,116) Activation of Tax Credits (CSLL previous years) Other amounts Social contribution expense -- 2009 BB – Consolidated -- -- 332,159 (1) From 1.1.2003 to 4.30.2008, the prevailing rate for CSLL was 9%, pursuant to Law 10637, of 12.30.2002. As of May 2008, the rate for CSLL was increased to 15%, pursuant to Law 11727/2008. c) Lawsuit: Interest on Own Capital Tax Benefit c.1) In February 1998, the Bank filed a request for full offsetting of accumulated income tax loss carry forwards and negative basis of social contribution against taxable income. Since then, the Bank has been fully offsetting tax loss carry forwards and negative basis of social contribution against income tax and social contribution and has made judicial deposits in the full amount due (70% of the amount offset). These deposits prompted the Federal District 16th Court to issue an order recognizing the suspension of chargebility of these taxes until final judgment of the Bank's request, based on article 151, item II, of the Tax Code. Since 10.1.2002, the proceedings have been awaiting hearing of an extraordinary appeal by the Federal Supreme Court. c.2) The offsetting of tax loss carry forward and recoverable CSLL has resulted in the write-off of deferred tax credits, observing the limitation of 30%. c.3) In compliance with the prohibition contained in CMN Resolution 3535/2008, judicial deposits of the amount of R$ 11,752,804 thousand (principal plus interest) were not deducted from the corresponding provisions in the manner established in item 53 of CVM Resolution 489/2005, with a negative impact on the Basel Index. 55 Notes to Financial Statements c.4) Deferred taxes (including corporate income tax (IRPJ) and social contribution on net income (CSLL)) on the restatement of judicial deposits are being offset with the tax credits resulting from the provision related to that judicial deposit, in conformity with paragraph 1, item II, article 1 of CMN Resolution 3059/2002, with no impact on income. c.5) The hypothesis of a successful outcome to its lawsuit, we verified that in September 2005 and January 2009 the Bank would have consumed the entire stock of tax loss carry forward and recoverable social contribution, respectively, Therefore, since the accrual period of October 2005 and February 2009, the amount of Income Tax and Social Contribution are being paid in full. Additionally, there would be the transfer of funds from the account used to record judicial deposits to cash and cash equivalents, The tax credits related to judicial deposits (principal) would be written off against the provision for IRPJ and CSLL and the provision for tax risks related to the restatement of deposits, in the amount of R$ 3,414,002 thousand. c.6) If the Bank were unsuccessful in its lawsuit the amounts deposited judicially would be converted into income in favor of the National Treasury. The portions of IRPJ tax credits on tax loss carry forward that could be used since the accrual period of October 2005 and February 2009, observing the limitation of 30%, would be reclassified to the account representing "recoverable IRPJ" and “recoverable CSLL” assets. The recoverable IRPJ and CSLL that would result from the adjustments to the Economic-Tax Information Returns for Corporate Entities, corresponds to R$ 2,693,864 thousand as of December 2009 and its restatement using the Selic rate corresponds to R$ 356,231 thousand. This sum adjusts the provision for tax risks with respect to the updating of court deposits (see item 25c.5) so that it will be sufficient to fully cancel the risk of a likely loss. c.7) The amounts related to this matter are as follows: R$ Thousand Judicial Deposits Amount realized Restatement 70% thereof Income tax losses Negative basis of CSLL / Recoverable CSLL 12.31.2009 12.31.2008 11,752,804 10,998,898 7,817,011 6,525,020 3,935,793 4,473,878 6,585,045 6,555,657 3,002,033 3,002,033 3,583,012 3,553,624 26 – Tax credits a) Tax credits recorded as assets R$ Thousand BB-Banco Múltiplo BB-Consolidado 12.31.2009 12.31.2008 12.31.2009 12.31. 2008 20,184,814 16,044,556 21,882,803 16,470,207 42,819 -- 558,221 158,311 Temporary differences 16,028,657 10,768,426 17,170,069 11,017,836 Mark-to-market losses 150,764 84,719 190,908 102,555 -- 134,805 -- 134,805 30,452 113,222 30,452 113,222 3,917,634 4,932,165 3,917,634 4,932,165 14,488 11,219 15,519 11,313 22,121 26,692 26,998 29,275 18,424 10,525 23,301 13,108 Total income tax and social contribution credits recorded Fiscal losses/ negative bases Recoverable social contribution Futures market transaction losses Tax credits - writ of security Tax credits abroad Total PASEP and COFINS credits recorded Mark-to-market losses 56 Notes to Financial Statements Adjustments of futures market transactions 3,697 16,167 3,697 16,167 20,206,935 16,071,248 21,909,801 16,499,482 10,886,269 9,047,753 12,127,634 9,398,169 9,298,545 6,996,803 9,755,169 7,072,038 Pasep 3,092 3,731 3,475 4,092 Cofins 19,029 22,961 23,523 25,183 Total tax credits recorded Income Tax Social Contribution The tax credits recorded include Recoverable Social Contribution related to tax credits calculated at the rate of 18% on tax losses and temporary differences existing at December 31, 1998, Article 8 of Provisional Measure (MP) 2158-35/2001 reduced the rate of social contribution from 18% to 8% and authorized the maintenance of this credit classified in Other Receivables – Other. From January 1, 2003 to April 30, 2008, the rate of CSLL in force was 9%, pursuant to Law 10637/2002. Provisional Measure 413/2008, converted into Law 11727/2008, raised the financial industry's Social Contribution rate from 9% to 15% as of May 1, 2008, giving rise to an increase in the Social Contribution expenses, as well as in the corresponding tax credits. Considering that some financial institutions have been going to court with individual lawsuits challenging the increase of the rate of CSLL and that the National Confederation of the Financial System - Consif filed a Direct Unconstitutionality Lawsuit - ADIN, the Multiple Bank has been recognizing tax credits in a sum sufficient to annul, exclusively, the impact on income resulting from the increase of the rate (6%) on the CSLL tax liabilities (current and deferred).Banco do Brasil performed an assessment of the arguments employed by ADIN, concluding on the remote likelihood of success by Consif, for which reason the Bank posted an additional sum of CSLL tax credits in order to complete the increased 15% tax rate, totaling R$ 1,213,177 thousand. b) Tax credits not recorded R$ Thousand BB-Banco Múltiplo 12.31.2009 BB-Consolidado 12.31.2008 12.31.2009 12.31.2008 Nature and origin Total income tax and social contribution credits not Recorded Fiscal losses/ negative bases Temporary differences Mark-to-market losses Tax credit abroad 108,345 108,345 1,252,473 1,251,195 1,278 - 188,429 60,302 19,782 108,345 1,357,362 48,264 1,255,923 3,490 49,685 c) Entries and write-offs for the period R$ Thousand BB-Banco Múltiplo Opening balance Total income tax and social contribution tax recorded Income tax and social contribution losses On timing differences On mark-to-market losses Tax credits abroad Futures market adjustment losses Tax credits - writ of security Added Values BB-Consolidado 12.31.2009 12.31.2008 12.31.2009 12.31.2008 16,071,342 13,680,433 16,571,106 13,825,929 6,892,786 42,819 6,613,608 144,032 14,613 49,927 27,787 3,492,765 2,830,198 5,270 3,700 113,222 540,375 8,218,251 413,625 7,532,315 179,984 14,613 49,927 27,787 -- -- -- 3,839,285 82,013 2,860,093 69,661 4,155 113,222 540,375 169,766 -- 57 Notes to Financial Statements 23,012 17,564 5,448 6,915,798 Total Pasep and Cofins tax credits recorded Mark-to-market losses Futures market transaction losses Total tax credits recorded 16,167 -- 16,167 3,508,932 (2,752,622) 25,122 8,955 16,167 3,864,407 (1,179,877) (23,196) (7,416) (598,187) (72,463) (1,971) 16,499,482 Total tax credits reversed (1,353,376) (134,805) (77,988) (11,438) (132,697) (1,042,318) (27,583) (9,665) (17,918) (2,780,205) (1,118,117) (2,877,280) (13,715) (1,451,708) (134,805) (91,631) (10,406) (132,697) (1,042,318) (29,030) (11,112) (17,918) (2,906,310) Closing balance 20,206,935 16,071,248 21,909,801 Total IRPJ and CSLL tax credit write-offs Income tax and social contribution losses (1,114,648) (21,950) 26,754 21,306 5,448 8,245,005 -- Temporary differences Relating recoverable social contribution (MP 1858/1999) On mark-to-market losses Tax credits abroad Futures market adjustment losses Tax credits - writ of security Total PASEP and COFINS credits reversed Mark-to-market losses Futures market transaction losses -- (598,187) (17,867) --- (476,644) (3,469) (3,469) -- -- (476,644) (10,977) (10,977) -- (1,190,854) d) Deferred tax liabilities R$ Thousand Banco do Brasil 12.31.2009 12.31.2008 BB-Consolidated 12.31.2009 12.31.2008 Arising from mark-to-market adjustments 3,925,500 159,765 2,246,518 180,384 Arising from leasing portfolio adjustments -- -- Foreign branches -- -- 2,286,671 278,273 256,435 3,480 (26,835) -- 4,756,058 171,063 635,040 3,834 (26,835) -- -- -- 113,702 3,675,041 3,827 -- 2,064,277 1,857 113,950 3,675,041 183,965 11,845 31,399 2,064,277 (359,038) 650,890 19,478 183,343 426,699 21,991 153,033 673,347 20,853 183,343 448,058 11 251,675 Total deferred income tax and social contribution liabilities Arising from restatement of judicial deposits Arising from foreign profits Arising from futures market transactions Arising from unrecognized actuarial gains (1) Others Total amount of deferred Pasep and Cofins tax liabilities Arising from mark-to-market adjustments Arising from restatement of judicial deposits Arising from futures market transactions -- 579,349 33,906 287,876 1,670 251,675 4,222 -- Arising from unrecognized actuarial gains (1) Others -- 448,058 21,093 Total deferred tax liabilities 4,576,390 2,673,217 5,429,405 (1) The realization of deferred tax liabilities on actuarial gains is related to the achievement of the values of actuarial (Note 28.a) 2,866,020 e) Estimates for the realization of tax credits recorded The value indicated below on the expectation of implementation of tax credits is based on technical study was prepared in 12.31.2009, and the present value determined based on the average rate of funding of Banco do Brasil. R$ Thousand Banco do Brasil In 2010 In 2011 In 2012 BB-Consolidated Face Value 3,599,072 Present Value 3,487,744 Face Value 4,309,231 Present Value 4,144,897 3,691,862 3,426,080 3,927,365 3,609,999 4,471,155 3,962,659 4,679,543 4,103,863 58 Notes to Financial Statements In 2013 In 2014 From 2015 Total tax credits 4,321,715 3,671,803 4,334,061 3,671,495 3,666,788 2,994,811 3,701,628 3,005,591 456,343 361,063 957,973 400,727 20,206,935 17,904,160 21,909,801 18,936,572 During the period of 2009, the realization of tax credits in Banco do Brasil was observed in the amount of R$ 5,134,762 thousand, corresponding to 143,51% of the forecast for use reported in a technical study prepared as of 12.31.2008 (R$ 3,578,000 thousand). f) Realization of Face Values of Credits The realization of face values of recorded tax credits, considering the re-composition of those written off over the course of the lawsuit (70%), based on a technical study carried out by the Banco do Brasil (as of 12.31.2008), is projected for 5,5 years, in the following proportions: R$ Thousand Banco Brasil BB-Consolidated Tax loss /CSLL (1) recoverable Intertemporal Differences Tax loss /CSLL (1) recoverable Intertemporal Differences 39% 24% 29% 8% - 14% 17% 20% 24% 22% 3% 34% 23% 27% 7% 1% 8% 16% 16% 20% 23% 21% 4% In 2010 In 2011 In 2012 In 2013 In 2014 From 2015 (2) (2) (1) Projection of consumption associated with the capacity to generate taxable bases of IRPJ and CSLL in subsequent periods, (2) The consumption capacity results from the changes in the provisions (expectation of reversals, write-offs and uses), 27 – Related-party Transactions The costs of salaries and other benefits granted to key management personnel of the Banco do Brasil Group (Board of Directors, Executive Directors, Audit Committee and Fiscal Council) are listed as follows: R$ Thousand Short-term benefits 2009 23,546 2008 20,446 Benefits for termination of employment Total 9,311 32,857 2,313 22,759 Banco do Brasil has no variable remuneration based on shares and other long-term benefits and does not offer post-employment benefits to its key management personnel. The post employment benefits are restricted to the staff of Banco do Brasil. The balances referring to transactions between the consolidated companies of Banco do Brasil are eliminated in the Consolidated Financial Statements. With respect to the majority shareholder, transactions with the National Treasury and with the agencies of the direct administration of the Federal government that maintain banking operations with the Bank, are included. The Bank has only normal banking transactions with these related parties, such as interest bearing and noninterest bearing deposits, loans, and sale and repurchases transactions. There are also service provision and guarantee agreements. These transactions with related parties are conducted under normal market conditions, mainly under the terms and conditions for comparable transactions with unrelated parties, including interest rates and collateral. These transactions do not involve payment risks. The Bank does not grant loans to its officers or members of its Board of Directors, Audit Committee and Fiscal Council, because this practice is prohibited in all the financial institutions regulated by Banco Central do Brasil. 59 Notes to Financial Statements The funds invested in federal government bonds, and those earmarked for funds and programs for onlending from public institutions are listed in conformity with Note 8 and 18, respectively. The information related to onlending and other transactions with entities linked to employees are disclosed in Note 28. Summary of transactions with related parties The balances of the assets and liabilities of Banco do Brasil from transactions with related at 12.31.2009 and 12.31.2008 and their results in the year 2009 and 2008 are as follows: R$ Thousand 12.31.2009 Affiliated companies Parent company (1) (2) Subsidiaries (3) Jointly controled subsidiaries Key management Personnel (5) (4) Other Related Parties (6) Total Assets Interbank deposits Securities Loans Receivables Other Assets Total Liabilities Demand deposits Saving deposits Remunerated time deposits Obligations related to Committed Operations Borrowings and transfers BNDES Borrowings and transfers FINAME Borrowings Other Liabilities Total STATEMENT OF INCOME Income from interest and servicesfrom raising funds Expenses Total Net --1,218,927 --1,218,927 ----110,536 110,536 16,559,827 3,930 234,136 29,329 1,001,087 17,828,309 -41,139 44,223 -47,478 132,840 ------- --262,227 --262,227 16,559,827 45,069 1,759,513 29,329 1,159,101 19,552,839 582,578 -- 6,310 -- 30,129 -- 6,973 -- 809 994 890,960 -- 1,517,759 994 -- 119,969 5,082,990 101,504 5,136 4,903,586 10,213,185 -- -- 1,036,103 47,256 -- 1,174,283 2,257,642 -- -- -- -- -- 19,629,502 19,629,502 -- -- -- -- -- 8,381,169 8,381,169 2,100,693 -2,683,271 -15,881 142,160 7,328,589 1,381,220 14,859,031 -28,545 184,278 --6,939 1,278,804 17,531 36,275,835 10,708,086 1,443,177 54,151,514 111,541 (75,030) 36,511 31,639 (3,379) 28,260 666,311 (129,289) 537,022 210,313 (109,983) 100,330 -(613) (613) 402,309 (1,455,911) (1,053,602) 1,422,113 (1,774,205) (352,092) 12.31.2008 Parent company (1) Affiliated companies (2) Subsidiaries (3) Key management Personnel (5) Jointly controled subsidiaries (4) Other Related Parties (6) Total Assets Interbank deposits Securities Loans Receivables from related companies Other Assets Total -- -- 20,131,285 -- -- -- 20,131,285 -1,953,790 --- 1,492 61,720 --- --- -290,874 1,492 2,306,384 -- -- 34,150 -- -- -- 34,150 -1,953,790 2,268 2,268 1,234,008 21,462,655 10,600 10,600 --- -290,874 1,246,876 23,720,187 60 Notes to Financial Statements Liabilities Demand deposits Savings deposits Remunerated time deposits Obligations related to Committed Operations Borrowings and transfers BNDES ---- 14,898 -101,673 77,516 -5,952,798 2,555 -31,625 833 935 3,992 2,211,130 -3,655,130 2,306,932 935 9,745,218 -- -- 949,292 -- -- 1,640,551 2,589,843 -- -- -- -- -- 11,167,753 11,167,753 -- -- -- -- -- 6,584,776 6,584,776 3,485,006 -3,485,006 --116,571 10,348,434 2,270,840 19,598,880 --34,180 --5,760 2,132,992 -27,392,332 15,966,432 2,270,840 50,632,729 Income from interest and services 176,810 17,527 463,507 23,979 -- 212,720 894,543 Expenses from raising funds Total Net (98,096) 78,714 (7,346) 10,181 (551,751) (88,244) (1,778) 22,201 (447) (447) (1,094,432) (881,712) (1,753,850) (859,307) Borrowings and transfers FINAME Borrowings Other Liabilities Total STATEMENT OF INCOME (1) National Treasury and agencies of the direct administration of the Federal Government. (2) They include related companies Note as identified in item (6). (3) They include related companies Note 4 as identified in item (1) ,(4), (5), (7) e (9). (4) They include related companies Note as identified in item (3), (8) e (10). (5) Key Personnel Administration - Audit Committee, Audit Committee, Board of Directors, Executive Directors and Auditor General. (6) They include private and public companies controlled by the Federal Government, entities linked to employees (Caixa de Previdência dos Funcionários do Banco do Brasil - Previ, Fundação Codesc de Seguridade Social - Fusesc, Caixa de Assistência dos Funcionários do Banco do Brasil) and Fundação Banco do Brasil - FBB. 28 – Employee Benefits a) Caixa de Previdência dos Funcionários do Banco do Brasil - Previ Banco do Brasil is the sponsor of Caixa de Previdência dos Funcionários do Banco do Brasil (PREVI) which provides participants and their dependents with benefits which are supplementary or similar to those of the Basic Government Retirement Plan. The plans offered through PREVI include both defined contribution (Plano Previ Futuro) and defined benefit (Plan 1) plans. Plan 1 has adopted the capitalization method for actuarial calculations. On December 31, 2009 Previ had 149,740 participants, with 33,814 active and 63,930 retirees participants of Plan 1, 51,923 active and 73 retirees participants of Plano Previ Futuro, (At December 31, 2008 there were 147,229 participants, of which: 34,897 were active and 63,929 retirees participants of Benefit Plan 1, 48,354 were active and 49 retirees participants of Plano Previ Futuro). a.1) The funding of the vested and unvested benefits is summarized as follows: Participants hired before April 14, 1967, who were not retired and who were not in a position on that date to request their retirement, included in the contract signed on December 24, 1997 between the Bank and PREVI (Plan n,° 1): the sponsor assumes the commitment fo r the payment of pensions for this group; mathematical reserves ensuring benefits corresponding to this group are fully paid-up at Previ. The retirement benefit for this group is defined as a defined benefit. Participants hired between April 15, 1967 and December 23, 1997 (Plan n,°1): Due to the accumulated surplus, in June 2007, the contributions of participants, beneficiaries (retirees and pensioners) and of the sponsor (Banco do Brasil) were suspended, retroactive to January 2007. This measure will be evaluated every twelve months, with its maintenance depending on the existence of the Special Reserve of Benefit Plan 1, resulting from the surplus in the Plan. The suspension continues to be maintained until December 2009. Participants hired as from December 24, 1997 (Plano Previ Futuro): active participants contribute to PREVI an amount between 7% and 17% of their contribution salary, which varies based on time of service and the amount of the contribution salary. There is no contribution for retired participants, The sponsor contributes 61 Notes to Financial Statements an amount equal to the contributions of the participants, limited to 14% of the total contribution payroll of these participants. The retirement benefit for this group is characterized as a defined contribution. a.2) Effects of Plan 1, based on actuarial valuations as of December 31, 2008 and 2009 carried out by an independent actuary, and of the Plano Previ Futuro as required by CVM Resolution 371 of December 13, 2000: Equity effect (reconciliation of assets and liabilities): Specification 12.31.2009 Plan 1 1) Present value of actuarial liabilities with coverage 2) Present value of unsecured actuarial liabilities 80,270,786 -- 3) Present value of actuarial liabilities (1 + 2) 4) Fair value of the plan’s assets 5) Present value of liabilities in excess of (less than) the fair value of the assets (3 + 4) 6) Unrecognized actuarial (gains) or losses 7) Amount not recognized as (assets) / liabilities (1) 8) Net actuarial liability/(asset) recorded (5 – 6-7) 12.31.2008 Plan 1 76,109,636 -- 80,270,786 76,109,636 (137,814,150) (57,543,364) (16,116,336) (28,771,682) (12,655,346) (104,778,828) (28,669,192) (6,540,925) (14,334,596) (7,793,671) (1) Value calculated in accordance with paragraph 49,g of CVM Deliberation 371/2000, The actuarial assets of R$ 12,655,346 thousand (R$ 7,793,671 thousand, on 12.31.2008) the present value is recorded as actuarial calculations required by CVM Deliberation No, 371/2000. Their implementation must take place by the end of the plan. The term end of the plan is the date that the final compromise will be paid (pension) of the Plan 1. Achievements that may be partial actuarial assets, subject to fulfilling the requirements laid down in Complementary Law No, 109/2001 and CGPC Resolution No, 26 of 09.29.2008. The Previ Futuro Plan, as it is a defined contribution plan, is not required to record actuarial assets or liabilities. Amounts paid to Previ: 2009 Specification Sponsors’ contributions 2008 Previ Futuro Plan Plan 1(1) 189 144,127 Total 144,316 Previ Futuro Plan Plan 1(1) (489) 118,354 Total 117,865 Refers to adjustments to the sponsors’ contribution for the periods prior to January/2007. Effects on the results for the period: 12.31.2009 Specification 1) Cost of current service (with interest) Plano 1 Plano Previ Futuro 12.31.2008 Total Plano 1 Plano Previ Futuro Total (204,672) (281,251) (485,923) (335,702) (230,908) (566,610) (4,038,035) -- (4,038,035) (7,420,834) -- (7,420,834) 3) Expected earnings on the plan’s assets 4) Amortization of gains or (losses) actuarial 5) Suspension of the net earnings from assets and liabilities 5,435,852 3,030,149 -- ---- 5,435,852 3,030,149 -- 13,841,349 5,058,864 (6,084,813) ---- 13,841,349 5,058,864 (6,084,813) 6) Total (expenses)/ gross income (1+2+3+4+5) 2) Interest on actuarial liabilities 4,223,294 (281,251) 3,942,043 5,058,864 (230,908) 4,827,956 7) Expected contributions from participants -- 144,330 144,330 -- 118,472 118,472 8) Previ management fee (5% of the employers’ union dues) -- (7,206) (7,206) -- (5,918) (5,918) 4,223,294 (144,127) 4,079,167 5,058,864 (118,354) 4,940,510 9) Effect of (expenses)/ net income ( 8 + 9) As noted in the material fact of 02.01.2010, the Bank adopted from the year 2009, faster recognition of gains (losses) actuarial, as permitted by paragraph 55 of CVM Instruction 371/00. 62 Notes to Financial Statements a.3) Main economic assumptions adopted for the actuarial calculations: Specification Real interest rate used for discounting actuarial liabilities to present value Real expected yield on plans’ assets Estimated salary increases: Benefit Plan 1 Plano Previ Futuro 12.31.2009 12.31.2008 6,3% p.a. 6,3% p.a. 6,3% p.a. 6,3% p.a. 1,2619% p.a. 2,7783% p.a. 0,5881% p.a. 3,4337% p.a. b) Benefits of sole responsibility of the Bank Banco do Brasil is responsible for: (a) retirement pensions to founder participants and pension payments to survivors of participants deceased up to April 14, 1967; (b) payment of retirement supplements to the other participants employed by Banco do Brasil who retired up to April 14, 1967 or who, on that date, would have the right through length of service to retire and who had at least 20 years of effective service with the Bank; and (c) increase in the amount of retirement benefits and of pensions in addition to that provided for in the Benefit Plan of Previ, resulting from judicial decisions and from administrative decisions on account of restructuring of the job and salary plan and of incentives created by the Bank. This plan is of the defined benefit type, and adopts the capitalization regime in actuarial valuations, and had 7,703 retirees and pensioners participating as of December 31, 2009 (7,942 retirees and pensioners participating as of December 31, 2008). b.1) Effects on the financial statements of the Benefit Plan, based on actuarial valuations as of December 31, 2008 and 2009 carried out by an independent actuary, and of the Previ Futuro Plan as required by CVM Resolution 371 of December 13, 2000: Equity effect (reconciliation of assets and liabilities): Specification 1) Present value of actuarial liabilities with coverage 12.31.2009 12.31.2008 -- -- 2) Present value of unsecured actuarial liabilities (Plans without financial assets) 1,743,386 1,739,592 3) Present value of actuarial liabilities (1 + 2) 1,743,386 1,739,592 4) Fair value of the plan’s assets -- -- 5) Present value of liabilities in excess of the fair value of the assets (3 + 4) 1,743,386 1,739,592 6) Unrecognized actuarial (gains) or losses 7) Net actuarial liability/(asset) to be recorded (5 - 6) (1) 174,339 1,569,047 173,960 1,565,632 2009 2008 296,759 294,231 2009 2008 -- -- -(194,472) -(167,978) (105,318) (191,707) (1) Recorded in Other Liabilities - Sundry (Note 20.f). Amounts paid to Previ: Specification Total benefits paid to Previ Effects on the results: Specification 1) Cost of current service 2) Expected contributions from participants 3) Interest on actuarial liabilities 4) Amortization of gains or (losses) actuarial 63 Notes to Financial Statements 5) Expected earnings on assets 6) Effect of the expense recorded (1 - 2 + 3 + 4 - 5) -- -- (299,790) (359,685) b.2) The economic assumptions adopted for the actuarial calculations are the same as those adopted for the PREVI Plan 1 (item a.3.), except regarding the adoption of mortality table AT-83, since a transitory table between modified GAM-71 and GAM-83 is used for the Informal Plan. c) Fundação Codesc de Seguridade Social - Fusesc Following the merger of Besc S.A. and Besc S.A. - Crédito Imobiliário (Bescri) by Banco do Brasil on December 31, 2009, the Bank became a successor to the sponsorship obligations for the following Private Pension Plans administered by the Fundação Codesc de Seguridade Social – Fusesc. Multifuturo I, a Defined Contribution Plan (CD) - maintained by Fusesc, set up in June 2002 through the migration of participants from the Defined Benefit Plan. This plan at 09.30.2009 covers 6,170 employees, of which 3,469 are retired, 49 beneficiaries and 2,652 active employees (6.204 employees, of which 3.081 are retired, 46 beneficiaries and 3.077 active employees at 12.31.2008). The Defined Benefit Plan (BD) - maintained by Fusesc since 1978, structured under a joint contribution plan with other companies, intended for their employees and dependents. This plan at 12.31.2009 covers 1,368 employees, of which 1,000 retired, 365 beneficiaries and 3 active employees. At 12.31.2008 convers 1,373 employees, of which 1,014 retired, 354 beneficiaries e 05 active employees. On December 31, 2009 this plan had an actuarial surplus of R$ 126,799 thousand. The AT-83 mortality table was used for the actuarial calculation of the Defined Benefit Plan (BD), for the December 31, 2009 base date. The key assumptions employed in the actuarial appraisal are: Specification Real interest rate used to discount actuarial obligations to present value Real rate of return expected from the retirement and pension plans’ assets Future Nominal Growth of Salaries Annual Inflation 2009 2008 6,3%p.a. 6,3%p.a. 2,13%p.a. 4,11%p.a. 6,3%p.a. 6,3%p.a. 2,83%p.a. 6,48%p.a. To determine the present value of liabilities and costs, we used the method of projected unit credit. During 2009, the contributions made which amounted to R$6,004 thousand. The normal contribution by the sponsors as of December 2000 was defined as being the sum of the contributions owed by active and assisted participants, in compliance with the contributing parity between the sponsors’ and participants’ normal contributions, as provided for in article 5 of Constitutional Amendment 20/1998. d) Economus - Instituto de Seguridade Social Banco Nossa Caixa, incorporated on November 30, 2009 by Banco do Brasil, was the sponsor of Private Pension and Medical Assistance Plans managed by Economus - Instituto de Seguridade Social, a closed-end supplementary pension plan with its own assets and management independence. As a natural result of the merger, the Bank of Brazil has provided the successor of the obligations (Note 5a), including pension plans. d.1) Private Pension Plans: Defined benefit plan - general regulations: organized on January 1, 1978, it provides supplementary retirement benefits, pensions owing to death, illness assistance, and benefits owing to death and disability. On August 1, 2006 the plan was satisfied, i.e.: participants were assured a benefit in proportion to their contribution to the plan, to be updated pursuant to the INPC index up to the date of eligibility to receive payments, which was also 64 Notes to Financial Statements defined. This plan at 12.31.2009 includes 4,779 assisted persons, 395 pensions, and 6,761 participants who concluded their contributions (6,713 active participants paid up, and 48 self-sponsored participants), 33 participants with proportional deferred benefits, and 71 participants with unconcluded contributions (70 active, and 01 self-sponsored participants). At 12.31.2008 includes 4,754 assisted persons, 378 pensions e 6.883 participants who concluded their contributions (6,830 active and 53 self-sponsored participants), 49 participants with proportional deferred benefits and 79 participants with unconcluded contributions. The cost of the plan is the responsibility of the sponsor, participants and assisted. The sponsor's contribution focuses on real salary to participate in equal numbers with participants. Defined benefit plan - supplementary regulation no, 1: organized on January 1, 1978, it provides supplementary illness assistance benefits and benefits owing to death and disability, 9 assisted persons are enrolled, 2 pensions, and 1,273 participants (9 assisted persons, 2 pensions and 1,261 participants at 12.31.2008). The cost of the plan is the responsibility of the sponsor, participants and assisted. The sponsor's contribution focuses on real salary to participate in equal numbers with participants. Defined benefit plan - supplementary regulation no, 2: organized on January 1, 1978, it provides benefits owing to death and disability, 7 pensions are enrolled and 1,488 participants (7 pensions and 1,544 participants at 12.31.2008). The cost of the plan is the responsibility of participants and retirees. Variable contribution plan - PREVMAIS: organized on August 1, 2006, it provides supplementary income benefits supplementary disability retirement, pensions owing to death, illness assistance, and funeral subsidies. The plan in its contribution stage is a defined contribution arrangement, and in its receiving stage there is the likelihood of the participant opting for income in quotas or for life. At 12.31.2009 includes 10,551 participants are enrolled (10,485 active and 53 self-sponsored, 13 self-sponsored settled), of which 6,713 are also paid-up participants under the defined benefit plan - general regulations. At 12.31.2008 included 10,338 participants (10,295 active and 43 self-sponsored), of which 6,830 are also paid-up participants under the defined benefit plan - general regulations. The plan is structured in the form of variable contribution to the cost and benefits of the joint venture between the sponsor and participants. The cost for the benefits of joint income is limited to 8% of the wages of participants. Plans for funding are evaluated annually to determine the rates of contributions necessary for the constitution of guarantors of benefits, funds, supplies and cover other expenses the responsibility of sponsors and participants attended. According to actuarial valuations, pension plans from defined benefit administered by Economus had actuarial assets, on 31.12.2009, amounting to R$ 339,251 thousand, as shown below: Specification 2009 2008 (3,508,139) 3,895,845 (3,194,089) 2,843,603 387,706 (636,858) 90,099 (350,486) 248,878 (269,772) (7) Current service cost (8) Cost amortization technical deficit equated (339,251) (97,048) (12,603) 168,164 (83,915) (12,165) (9) Return on assets (10) Interest on actuarial liabilities (11) Return on net assets of interest on the actuarial 512,874 (415,709) 97,165 508,920 (400,745) 106,724 (1) Fair value of the assets of the plans (2) Present value of actuarial liabilities (3) Present value of actuarial liabilities (4) (gains) or losses, not recognized (5) Amount not recognized as (assets) / liabilities (paragraph 49g) (1) (6) Liabilities / (Assets), net (3 +4-5) (2) (1) Calculated in accordance with the provisions of the Supplementary Law No 109/2001 and 26/2008 CGPC resolution, noting the contributions of current and future sponsors and participants, including assisted, according to the rules of the plan current funding. (2) In case of active, can only be recognized by the sponsor if the regulation allows a reduction in future contributions or may be reimbursed to the sponsor. 65 Notes to Financial Statements Main economic assumptions adopted for the actuarial calculations: Specification 2009 2008 14,71% 15,42% 14,38% 17,15% AT83M IAPB-57 ZIMMER (D)26 Capitalização, pelo método de crédito unitário projetado AT83M IAPB-57 ÁLVARO VINDAS Capitalização, pelo método de crédito unitário projetado Discount rate at beginning of year (interest cost) Expected gross return on assets Survival table Disabled mortality table Invalidity entrance table Retirement funding system The calculation system above, based on the assumptions found in CVM Resolution no, 371/2000, are applicable to the treatment afforded by the sponsor in its Financial Statements, with the purpose of confirming the need or absence thereof, of additional provisioning. During 2009 contributions made by Banco Nossa Caixa to PREVMAIS and to the defined benefit plan totaled R$ 72,995 thousand (R$ 65,902 thousand during 2008), of which R$ 12,603 thousand (R$ 12,165 thousand during 2008) refer to extra contributions intended to cover the technical deficit found. d.2) Medical Assistance Plans: Unified health plan - PLUS: participation in this plan takes place by means of a 1,5% (one and one-half percent) contribution of gross salary, without limitation, covering the owner and his/her preferred dependants, deducted from the owner's payroll and 10% (ten percent) as a co-participation in the price of each medical visit and lowcost exams, made by the owner and his/her dependants (preferred and non-preferred). Unified Health Plan - PLUS II: participation in this plan takes place by means of a 1,5% (one and one-half percent) contribution of gross salary, without limitation, covering the owner and his/her preferred dependants, deducted from the owner's payroll and 10% (ten percent) as a co-participation in the price of each medical visit and low-cost exams, made by the owner and his/her preferred dependants and children of age. The plan does not provide for non-preferred dependants. PAMC - Supplementary Medical Assistance Plan: Intended for employees in the State and the Capital City of the state of São Paulo, Plan owners are those employees retired due to disability in Groups "B" and "C", and their dependants, who participate in costs inasmuch as they use it, and according to the salary range progressive table. A 1,5% contribution will be charged on the benefits of ex-statutory retirees and their pensioners who have opted for the CLT labor system, which according to studies begun and assumptions by the new controller, is insufficient to cover expenses with this group's medical assistance. The above-described plans are seeking their sustainability between contributions and expenses incurred, with the exception of retirees and pensioners, who are subject to a 1,5% contribution. e) CASSI - Caixa de Assistência dos Funcionários do Banco do Brasil The Bank is the sponsor of a Health Plan managed by CASSI - Caixa de Assistência dos Funcionários do Banco do Brasil. The main objective is to provide coverage for expenses related to the promotion, protection, recovery and rehabilitation of a member's health and of his/her enrolled beneficiaries. At December 31, 2009 this plan had 172,723 participants, with 91,364 active and 81,359 retired participants and pensioners (at 66 Notes to Financial Statements December 31, 2008 the plan had 172,456 participants, of which 91,508 were active and 80,948 were retired participants and pensioners). A contract was executed between the Bank and CASSI on 11.13.2007 aiming at reformulating the By-laws of Plano de Associados da Caixa de Assistência dos Funcionários do Banco do Brasil (Plan of Members of the Banco do Brasil Employee Welfare Fund). On account of this, each month the Bank contributed a sum equivalent to 4.5p.p. of the total payroll or of the total retirement or pension plan benefit, Monthly contributions from members and pension beneficiaries amount to 3% of the total payroll or the total retirement or pension plan benefits. e.1) Effects of the Plan Cassis in the financial statements, based on actuarial revaluations made as of 12.31.2009 and 12.31.2008, by an external actuary, in accordance with CVM Resolution, 371,12.13.2000: Equity effect (reconciliation of assets and liabilities): Specification 12.31.2009 1) Present value of actuarial liabilities with coverage 12.31.2008 -- -- 2) Present value of unsecured actuarial liabilities (Plans without financial assets) 3) Present value of actuarial liabilities (1 + 2) 4) Fair value of the plan’s assets 4,943,220 4,943,220 -- 4,677,766 4,677,766 -- 5) Present value of liabilities in excess of the fair value of the assets (3 + 4) 6) Unrecognized actuarial (gains) or losses 7) Unrecognized past service cost- Indirect Dependents 4,943,220 481,750 22,656 4,677,766 467,777 27,408 8) Unrecognized past service cost - Change in Plan 9) Net actuarial liability/(asset) recorded (5 - 6 - 7 - 8) (1) 81,359 4,357,455 86,519 4,096,062 (1) Recorded in Other Liabilities - Sundry (Note 20.f). Amounts paid to Cassi: Specification Sponsor’s contributions 2009 2008 635,342 594,826 On 2009 the amount of R$ 635,342 thousand is comprised of employer contributions, as follows: Active Employees R$ 221,336 thousand, Retirees and Pensioners R$ 335,034 thousand, Onlending R$ 71,961 thousand and Cassi Complement, due to Voluntary Resignation Plans R$ 7,011 thousand. On 2008 the amount of R$ 594,826 thousand consists of the employer contributions for active employees: R$ 199,701 thousand and retirees and pensioners: R$ 321,811 thousand, onlending – R$ 65,375 thousand, Cassi Complement, due to Voluntary Resignation Plans R$ 7,939 thousand. Effects on the results for the period: Specification 1) Cost of current service (with interest) 2) Expected contributions from participants 2009 2008 (61,463) -- (37,667) -- 3) Interest on actuarial liabilities 4) Actuarial (gains) or losses 5) Unrecognized past service cost (541,968) -(9,913) (482,259) (1,348,508) (10,882) 6) Expense with active employees 7) Expenses with extraordinary contribution 8) Expected return on assets (221,336) (55,042) -- (199,701) (52,773) -- 9) Effect of the expense recorded (1 - 2 + 3 + 4 + 5 + 6 + 7 - 8) (889,722) (2,131,790) 67 Notes to Financial Statements e.2) The economic assumptions adopted for the actuarial calculations are the same as those adopted for the PREVI Plan (item a.3.). f) Policy for the recognition of actuarial gains and losses In accordance with CVM Resolution 371, the actuarial gains or losses to be recognized as income or expenses in a defined benefit plan are the amount of unrecognized gains and losses that exceed, in each period, the higher of the following limits: - 10% of the present value of the total actuarial liability of the defined benefit; or - 10% of the fair value of the plan’s assets. f.1) The Bank, as permitted by paragraph 55 of Resolution No. 371/00, adopted the procedure of recognizing the fastest gains / losses for the very year in which he conducted the actuarial calculation.. f.2) CASSI Actuarial Liability: the actuarial losses related to this liability are recognized over the average remaining working time estimated for the employees participating in the plan (15,9 years as of 12.31.2007 and 16,85 as of 12.31.2008). f.3) As permitted by CVM Resolution 371/2000, the Bank will verify, when recognizing actuarial gains, if there is an amount of actuarial losses not recognized, above the bracket, in other post-employment plans, Should this amount exist, the value to be amortized in the Bank's results will be the higher between a) the amount of actuarial losses not recognized above the bracket up to the value of the actuarial gain recognized in another plan, and b) the actuarial loss determined according to that described in the previous items. g) Summary of Assets/Liabilities of Previ and Cassi 12.31.2009 Specification Actuarial liabilities/ (assets) at 12.31.2008 A Actuarial assets CVM 371 Unamortized reserves (1997 contract) Parity Fund Assets Actuarial liabilities in respect of the Informal Plan (sole responsibility of the Bank) CASSI actuarial liabilities CASSI accord B C D F= (A-B+C+D+E) E (7,793,671) 4,223,295 -- -- (638,380) (12,655,346) -- -- -- -- -- -- Actuarial assets/liabilities (1997 contract) Early amortization (1997 contract) (Expenses) income recorded in the Transfer between Amortization/ Use Sponsor’s Actuarial liabilities/ unamortized of the Actuarial income statement contributions (assets) at considering reserves and Assets and Parity made in the year 12.31.2009 actuarial early amortization Fund Assets adjustments (12,103,281) 1,167,699 716,545 -- -- (12,554,435) 12,103,281 (2,195,802) (1,167,699) 220,755 (716,545) -- --- -638,191 12,554,435 (1,778,366) 1,565,632 (299,790) -- -- (296,375) 1,569,047 4,096,062 -- (613,344) (55,042) --- --- (351,951) (55,042) 4,357,455 -- 12.31.2008 Specification Net Liabilities/ (Assets) at 12.31.2007 A (Expenses) income recorded Sponsor’s Transfer between Amortization/ Use contribution in the income unamortized of the Actuarial statement conveyed/ reserves and Assets and Parity compensated in considering early amortization Fund Assets actuarial the quarter adjustments B C D E Actuarial liabilities/ (assets) at 12.31.2008 F= (A-B+C+D+E) 68 Notes to Financial Statements (2,268,313) 5,058,864 -- (466,494) -- -- -- -- -- -- -- (11,912,949) 11,912,949 (2,440,534) 1,438,816 (1,438,816) 221,273 1,248,484 (1,248,484) -- --466,494 --(489) (12,103,281) 12,103,281 (2,195,802) Actuarial liabilities in respect of the Informal Plan (sole responsibility of the Bank) 1,499,458 (359,685) -- -- (293,511) 1,565,632 CASSI actuarial liabilities 2,551,159 (1,879,316) -- -- (334,413) 4,096,062 -- -- -- -- -- -- Actuarial asset sCVM 371 Actuarial assets/liabilities (1997 contract) Early amortization (1997 contract) Unamortized reserves (1997 contract) Parity Fund Asset CASSI accord (7,793,671) h) Impacts on Net Income Resulting of 2008 from the Review of the Calculations of Actuarial Assets and Liabilities according to CVM Resolution 371/00 Banco do Brasil published a material fact on 1.23.2009 notifying the Market that it had reviewed the calculations of its actuarial assets and liabilities according to CVM Resolution 371/00, of the Securities Commission, and as a result of CGPC Resolution 26, of the Supplementary Pension Steering Committee, of 9.29.2008. This review resulted in the accounting of part of the unrecognized actuarial gains of the Retirement and Pension Plan (Plan 1, of Previ), of unrecognized actuarial losses of the Health Care Plan (Cassi) and the respective deferred tax effects in conformity with the publication of Provisional Measure no. 453, of 1.23.2009. Resolution CVM 371, in line with international accounting principles, determines the recording of a liability when the sum of obligations exceeds the amount of assets from the benefit plan, and of an asset, when the sum of assets exceeds the amount of obligations of the plan, In the latter circumstance, the asset should only be recorded when there is evidence that it may effectively reduce the sponsor’s contributions or that it will be reimbursable in the future, as established in the aforementioned resolution. Resolution CGPC 26 served to throw light on issues related to the interpretation of the right of sponsors and of participants to the surplus resources originating from the contributions (and their yields) of both parties. According to that Resolution, the surplus should be assigned to the sponsors and participants in proportion to the contributions made. Certain trade associations and other associations filed lawsuits challenging the legality of CGCP Resolution 26, In some of them the request for a preliminary injunction to suspend the effects of aforesaid resolution was refused, while in others the request was granted, Bank management, based on the opinion of its legal advisors, understands that CGCP Resolution 26 is of a legitimate nature, and that the Judiciary will conciliate the understanding with respect to the right and form of division of the surplus as defined in the abovementioned resolution. In view of the various lawsuits filed in relation to CGPC Resolution 26, Banco do Brasil understands that although this norm has thrown light on some issues previously under discussion, especially as regards the amounts to be assigned to the sponsors and participants in the event of existence of a surplus in the supplementary pension entities, this Resolution does not change the definitions existing in the current regulations and, therefore, does not have effects on the need for records of the actuarial assets and liabilities required by public institutions, regulated through CVM Resolution 371/00. As regards the actuarial losses of the Health Care Plan, these are part of the sum that the Bank is required to record in its liabilities, corresponding to the future contributions of all the employees according to the stage of their retirement. The accrual basis requires that these expenses are recorded while the employees are still active, even if the payments are made monthly, in the future, The Bank has already been appropriating these losses, also in the form of CVM Resolution 371, since 2001, as described in note 28 to its balance sheet of 6.30.2008, Since the aforementioned Resolution enables quicker recognition of these losses, the Bank opted to do it in this manner. 69 Notes to Financial Statements R$ Thousand Specification 2008 Retirement and Pension Plan - Accounting of part of the unrecognized actuarial gains Health Care Plan - Accounting of unrecognized actuarial losses 5,412,367 (1,259,381) Parity Fund Assets - Reversal of revenue Tax effects Impact on Net Income for the Year (86,356) (1,546,163) 2,520,467 29 – Remuneration of Employees and Management R$ Thousand 12.312009 Lowest salary Highest salary Average salary Management President Vice-President Director 12.31.2008 1,416,00 25,247,10 1,296,75 23,817,90 4,567,70 3,827,71 41,592,00 37,469,40 37,566,00 32,130,00 33,841,50 28,943,40 30 – Assignment of Employees to Outside Agencies Federal government assignments are regulated by article 93 of Law 8112/1990 (amended by Law 10470/2002), by Decree 925/1993, and by PGFN/CJN Note 088/1996 issued by the General Counsel of the Federal Treasury. R$ Thousand 2009 Employees assigned (1) 2008 Cost for the period(thousand) Employees assigned (2) Cost for the period(thousand) With costs for the Bank Federal Government Labor unions Other agencies/entities: 11 217 4 2,677 15,729 1,350 13 163 3 2,522 12,971 1,196 Without cost to the Bank Federal, state and municipal governments Outside agencies (Cassi, FBB, Previ) Employee entities Subsidiaries and associated companies 318 725 73 311 ----- 288 699 51 293 ----- Total 1,659 19,756 1,510 16,689 (1) Balance at 12.31.2009 31 – Commitments, Responsibilities and Contingencies a) Contingent liabilities Labor Lawsuits The Bank is a party to labor lawsuits mainly filed by former employees or trade unions of the banking industry. The provisions for probable losses represent various claims, such as: severance pay, overtime, allowance per job and representation, supplement per Individual BACEN 40% (parity with the employees of BACEN) and others. Tax Lawsuits 70 Notes to Financial Statements The Bank is subject to a number of challenges by the tax authorities with respect to taxes, which can give rise to assessments regarding the jurisdiction where taxes are incurred or the sum of taxable income or deductible expenses, Most of the lawsuits originating from tax assessment notices are related to ISSQN (service tax), CPMF, CSLL, IRPJ and IOF, and, some are guaranteed by cash or real estate properties. Civil Lawsuits The most significant lawsuits classified as probable losses are those aimed at the collection of the difference between the actual rates of inflation suffered and the rate used for inflation correction of financial investments during the period of the various economic Plans (Collor Plan, Bresser Plan and Summer Plan). The changes in the provision for civil, tax and labor claims classified as probable were as follows: Banco do Brasil BB-Consolidated 2S2009 2009 2008 2S2009 2009 2008 Labor claims Opening balance Formation Reversal of the provision Provision used Amount added (1) Closing balance 3,054,039 525,338 (1,132,447) (288,055) 1,083,333 3,242,208 2,456,461 1,716,476 (1,475,351) (538,711) 1,083,333 3,242,208 2,455,538 1,124,674 (583,908) (593,028) 53,185 2,456,461 4,079,426 679,628 (1,181,981) (308,138) 31,813 3,300,748 2,475,231 1,932,707 (1,544,250) (570,609) 1,007,669 3,300,748 2,455,538 1,126,412 (585,856) (593,089) 72,226 2,475,231 Tax claims Opening balance Formation Reversal of the provision Provision used Amount added (2) Closing balance 188,098 29,340 (41,957) (785) -174,696 122,456 104,434 (51,296) (898) -174,696 88,638 55,322 (28,394) (11,151) 18,041 122,456 1,424,844 90,445 (357,721) (27,600) 8,738 1,138,706 1,004,031 240,760 (86,410) (28,413) 8,738 1,138,706 132,076 328,606 (40,270) (15,713) 599,332 1,004,031 Civil Claims Opening balance Formation Reversal of the provision Provision used Amount added (3) Closing balance 2,472,361 358,559 (996,454) (107,976) 1,309,891 3,036,381 1,719,947 1,191,053 (1,024,777) (159,733) 1,309,891 3,036,381 1,244,693 882,040 (65,592) (397,228) 56,034 1,719,947 3,806,430 621,936 (1,057,431) (254,560) 15,097 3,131,472 1,760,175 1,689,241 (1,134,168) (334,944) 1,151,168 3,131,472 1,249,754 912,719 (82,487) (399,199) 79,388 1,760,175 (1) In 2009 in BB-Banco Multiple, refers to the balance corporate Nossa Caixa, on 11.30.2009, and BB-Consolidated, refers primarily to the balance existing at the date of acquisition of Banco Nossa Caixa, R$ 973,587 thousand (03.31.2009) and Banco Votorantim, for R$ 29,448 thousand (proportional to the shareholding of the Bank of Brazil on 09.30.2009). In 2008, refers to the labor demands of Banco do Estado de Santa Catarina (R$ 52,410 thousand), Banco do Estado do Piauí (R$ 775 thousand) and the related companies / controlled non-financial statements from the 1st quarter of 2008 (R$ 19,041 thousand). (2) In 2009 in BB-Consolidated, refers to the fiscal demands of the Banco Votorantim, proportional to the shareholding of the Bank of Brazil at 09.30.2009. In 2008, refer to the fiscal demands of the Besc (R$ 18,041 thousand) and the related companies / non-financial subsidiaries, consolidated as from the 1st quarter of 2008 (R$ 581,291 thousand). (3) In 2009 in BB-Banco Multiple, refers to the corporate balance Banco Nossa Caixa, on 30.11.2009, and BB-Consolidated, refers to the balance existing at the date of acquisition of Banco Nossa Caixa R$ 1,136,072 thousand (03.31.2009) and Banco Votorantim, for R$ 15,096 thousand (proportional to the shareholding of the Bank of Brazil on 30.09.2009). In exercício/2008, refer to the civil claims of Banco do Estado de Santa Catarina and its subsidiaries (R$ 55,741 thousand), Banco do Estado do Piauí (R$ 366 thousand) and the related companies / non-financial subsidiaries, consolidated from the 1st quarter of 2008 (R$ 23,281 thousand). b) Contingent liabilities – Possible Labor Lawsuits The lawsuits risk classified "possible" are exempted from any provisions on the Resolution CVM No. 3535/2008, representing various applications demanded as compensation for overtime, distortion of the working day , Additional Function and Representation, and others. 71 Notes to Financial Statements Tax Lawsuits The tax lawsuits considered as possible risk are exempt from the formation of provisions and represent a number of claims made such as: ISSQN (service tax), collection and other tax obligations originating from the Federal Revenue Department and Institute of Social Security. The main contingencies originate from: - Notices of labor infraction drawn by the National Institute of Social Security (INSS), aiming at the payment of contributions applicable on year-end bonuses paid in the collective agreements in the period from 1995 to 2006, in the amount of R$ 1,013,524 thousand, public transport pay and use of private car by employees of Banco do Brasil, in the amount of R$ 139,581 thousand, conversions into cash, for the period from January 1993 to April 2001, in the amount of R$ 104,650 thousand and employee profit sharing corresponding to the period from April 2001 to October 2003, in the amount of R$ 23,232 thousand. - Notices of tax assessment drawn by the Treasuries of the Municipalities, aiming at the collection of ISSQN, which amounts R$ 282,834 thousand. Civil Lawsuits In civil lawsuits there are actions that seek to recover the difference between inflation and the index used to restate financial investments during the period of economic plans (Collor Plan, Bresser Plan and Summer Plan). The balances of contingent liabilities classified as possible were as follows: Banco do Brasil Labor claims Tax Claims Civil Claim Total 12.31.2009 40,950 1,843,559 2,620,763 4,505,272 BB-Consolidated 12.31.2008 418,573 2,291,770 2,582,142 5,292,485 12.31.2009 62,301 2,079,151 2,723,460 4,864,912 12.31.2008 424,927 2,562,420 2,630,539 5,617,886 c) Deposits in Guarantee of Funds The balances of deposits in guarantee recorded for probable, possible and / or remote contingencies are as follows: Banco do brasil Labor claims Tax Claims Civil Claims(1) Total 12.31.2009 2,228,067 3,790,881 2,247,146 8,266,094 BB-Consolidated 12.31.2008 1,681,588 3,039,341 1,086,398 5,807,327 12.31.2009 2,254,502 4,628,601 2,509,058 9,392,161 12.31.2008 1,698,793 3,748,973 1,357,114 6,804,880 d) Contingent tax assets The Bank is an active part in proceedings to restore indebts tax and prevent the launch of tax credits by tax authorities, recognized in the financial statements only on the assumption favorable to the Bank (not counted), according Resolution CVM 3535/2008, It is the actions of most relevance: - Unconstitutionality of Income Tax on Net Income paid in 1989 and in the 1st semester of 1992, in the amount of R$ 13,101 thousand (R$ 12,553 thousand on 09.30.2008); - Tax on Financial Transactions (IOF) - Law 8033/1990 (Price-level restatement), in the amount of R$ 203,470 thousand (R$ 195,128 thousand on 09.30.2008). 72 Notes to Financial Statements e) Legal Obligations The Bank has a provision in the amount of R$ 11,245,230 thousand (R$ 10,662,475 thousand at 12.31.2008) related to the proceedings for full offsetting of accumulated income tax loss carry forward and the negative bases of Social Contribution Tax, the enforceability of which has been suspended due to the judicial deposits made since the beginning of the suit. This amount is recorded in “Other Liabilities - Taxes and Social Security Charges”. f) Other Commitments The Bank is the sponsor of Fundação Banco do Brasil whose purpose is the promotion, support, advancement and sponsorship of educational, cultural, social, philanthropic, and recreational/sporting activities, as well as the promotion of research activities of a technological and scientific nature, and rural and urban community assistance services. During 2009, the Bank made R$ R$35,632 thousand on contribution to the Fundação Banco do Brasil (R$54,166 on 2008). Guarantees to third parties, for a fee and with counter-guarantees from the beneficiaries - guarantees, sureties and bonds - amounted to R$ 12,553,149 thousand at December, 31 2009 (R$ 6,437,279 thousand at December 31, 2008), A provision of R$ 70,204 thousand (R$40,470 on December 31, 2008) , recorded in “Other Liabilities”, is considered sufficient to cover any potential loss arising on these guarantees. Available credit limits for loans and lease operations amount to R$ 74,834,057 thousand (R$ 36,955,149 thousand at December 31, 2008). The confirmed import and export letters of credit total R$ 1,262,775 thousand (R$ 830,328 thousand at December 31, 2008). The Bank is the operator of the Fund for Sectorial Investments (FISET), with net assets of R$ 2,138 thousand (R$ 2,195 thousand at December 31, 2008), and is the manager of the Public Service Employee Savings Program (PASEP), with net assets of R$ 1,916,461 thousand (R$ 1,706,439 thousand at December 31, 2008), The Bank guarantees the latter a minimum remuneration equivalent to the Long-Term Interest Rate (TJLP). g) Policy on Insurance and Property Values Despite the reduced level of risk to which its assets are subject, the Bank contracts insurance cover for its assets in amounts considered sufficient to cover any losses. 32 – Risk Management and Regulatory Capital a) Risk Management Process Banco do Brasil considers the management of risks and of capital the main vectors for the decision-making process. In the Banco do Brasil, collegiate risk management is performed completely apart from the business units. Risk and concentration policies are specified by the Bank's Board of Directors and by the Global Risk Committee (CRG), which is a discussion group composed by the President and by Vice-Presidents. Actions for implementing and monitoring guidelines issued by the CRG are directed at specific sub-committees (Credit, Market, and Operations), which are groups formed by Directors. 73 Notes to Financial Statements To find out more about the risk management process at Banco do Brasil, access the website bb.com.br/ri. b) Credit Risk Credit Risk is associated with the possibility of loss resulting from uncertainty regarding the receipt of amounts agreed on with borrowers, counterparts of contracts or issues of securities. For alignment with the best practices of credit risk management and to increase efficiency in the management of its economic capital, Banco do Brasil uses risk and return metrics as instruments for dissemination of the culture at the Institution, present throughout its loan process. c) Market Risk Market Risk reflects the possibility of loss that can be caused by changes in the behavior of interest and exchange rates and of prices of shares and commodities. Financial Instruments – Market Value The table below presents financial instruments recorded in equity accounts, compared to market value: R$ Thousand BB-Consolidated 12.31.2009 Book value 12.31.2008 Market Value Unrealized gain/loss, net of tax effects On Income Book value Market Value On Stockholders´ Equity 12.31.2009 12.31.2008 12.31.2009 12.31.2008 ASSETS Short-term interbank deposits 168,397,960 168,377,532 119,408,297 119,332,288 (20,428) (76,009) (20,428) (76,009) Securities 122,873,797 122,714,673 84,632,536 84,611,592 (33,426) 146,511 (159,124) (20,944) Adjustment of securities available for sale (Note 8.a) -- -- -- -- 125,698 167,455 -- -- Adjustment of securities held to maturity (Note 8.a) -- -- -- -- (159,124) (20,944) (159,124) (20,944) Derivative financial instruments Loan operations 1,463,084 1,463,084 2,276,038 2,276,038 -- -- -- -- 261,783,097 262,062,450 190,881,563 191,211,865 279,353 330,302 279,353 330,302 LIABILITIES 11,618,573 11,631,606 14,064,945 14,187,597 (13,033) (122,652) (13,033) (122,652) Time deposits Interbank deposits 193,515,574 193,575,751 149,618,491 149,677,676 (60,177) (59,185) (60,177) (59,185) Obligations related to Committed Operations 160,821,187 160,648,661 91,130,364 91,031,600 172,526 98,764 172,526 98,764 37,859,562 37,925,250 30,161,316 30,161,602 (65,688) (286) (65,688) (286) 4,724,036 4,724,036 3,895,060 3,895,060 -- -- -- -- 120,848,069 120,655,895 89,311,817 89,047,136 192,174 264,681 192,174 264,681 451,301 582,126 325,603 414,671 Borrowings and onlendings Derivative financial instruments Other liabilities Unrealized gain/loss, net of tax effects Financial Instruments Short-term interbank investments: The market value was obtained by future cash flows discount, adopting interest rates exercised by the market in similar operations in the balance sheet date. Securities: Securities and derivative financial instruments are accounted for by the market value, as provided for in BACEN Circular 3068 of 11.08.2001, excluding from such criterion, securities held to maturity. Determination of securities' market value, including those held to maturity, is obtained according to rates collected at the market. Loan operations: Operations remunerated at pre-fixed rates have been estimated through future cash flow discount, adopting for such, interest rates utilized by the Bank for contracting of similar operations in the 74 Notes to Financial Statements balance sheet date. For operations of such group remunerated at post-fixed rates, it was considered as market value the book value itself due to equivalence among them. Interbank deposits: The market value has been calculated through discount of the difference between future cash flows and rates currently applicable in the pre-fixed operations market. In case of post-fixed operations which maturities did not exceed 30 days, the book value was deemed to be approximately equivalent to the market value. Time deposits: The same criteria adopted for interbank deposits are utilized in the determination of the market value. Deposits received under security repurchase agreements: For operations at pre-fixed rates, the market value was determined calculating the discount of the estimated cash flows adopting a discount rate equivalent to the rates applicable in contracting of similar operations in the last market day. For post-fixed operations, book values have been deemed approximately equivalent to market value. Borrowing and onlendings: Said operations are exclusive to the Bank, without similarity in the market. In face of their specific characteristics, exclusive rates for each fund entered, inexistence of an active market and similar instrument, the market values of such operations are equivalent to the book value. Other liabilities: Market values have been determined by means of the discounted cash flow, which takes into account interest rates offered in the market for obligations which maturities, risks and terms are similar. Other financial instruments: Included or not in the balance sheet, book values are approximately equivalent to their correspondent market value. Derivatives: According to BACEN Circular 3082, of 1.30.2002, derivatives are recorded at market value. Determination of derivatives' market value is estimated in accordance with an internal pricing model, with the use of the rates disclosed for transactions with similar terms and indices on the fiscal years' last business day. Sensitivity Analysis (CVM Instruction no. 475) In line with best market practices, Banco do Brasil manages its risks in a dynamic manner, seeking to detect, assess, monitor, and control market risk exposures in its own positions. To this end, the Bank takes into account the risk limits defined by the Strategic Committees and likely scenarios, to act in a timely manner in reversing any occasional adverse results. In accordance with CMN Resolution no 3464/07 and with Bacen Circular no. 3354/07, and in an effort to manage more efficiently its transactions exposed to market risks, Banco do Brasil separates its transactions as follows: 1) Trading Book: consisting in all the transactions in its own position undertaken as business deals or intended as a hedge for its trading portfolio, for which there is an intention of trading prior to their contractual expiry, subject to normal market conditions and that do not have a non-trading clause. 2) Banking Book: consisting in transactions not classified in the Trading Book and the key feature of which is the intention of keeping these transactions until expiry. The sensitivity analysis for all the operations with assets and liabilities of the balance sheet, in compliance with CVM Instruction n.º 475/2008, of 12.17.2008, does not adequately reflect the management of market risks adopted by the Institution, and does not represent the Bank’s accounting practices. In order to determine the sensitivity of the Bank's capital to the reflexes of market trends, simulations were performed with three likely scenarios, two of which with an ensuing adverse outcome for the Bank. The scenarios employed are seen as follows: 75 Notes to Financial Statements Scenario I: Likely situation, which reflects the perception of senior management of the Bank, the scenario most likely to occur for a 3-month horizon, considering macroeconomic factors and market information (BM & F Bovespa, Andima etc.). Assumptions used: real exchange rate / dollar rate of R$ 1.74 and maintaining the Selic rate of 8.75% per year of interest based on market conditions observed on 12.31.2009. Scenario II: Situation possible. Assumptions used: parallel shock of 25.0% in the risk variables, based on market conditions observed on 12.31.2009and is considered the worst losses by risk factor and, therefore, neglecting the dynamics of macroeconomic factors. Scenario III: Situation possible. Assumptions used: parallel shock of 50.0% in the risk variables, based on market conditions observed on 12.31.2009 and is considered the worst losses by risk factor and, therefore, neglecting the dynamics of macroeconomic factors.. In the table below may be seen a summary of the Trading Portfolio profit figures (Trading), which included public and private securities, derivatives financial instrument and funding based on transactions subject to repurchase agreements showing the values observed in 12.31.2009 and 12.31.2008: R$ Thousand Scenario I 12.31.2009 Risk Factor Concept Prefixed rate Foreign currency coupons Exchange variation Price Indexes Others Risk of variation of prefixed interest rates Risk of variation of foreign exchange coupon Risk of variation of exchange rates Risk of variation of price index coupons Risk of variation of Others coupons Rate Variation Maintaining -Maintaining Decrease -- 12.31.2008 Income Rate Variation ---394 -- Decrease Increase Decrease Decrease Increase Income 2,532 1,010 1,271 (811) R$ Thousand Scenario II 12.31.2009 12.31.2008 Risk Factor Concept Rate Variation Income Rate Variation Prefixed rate Foreign currency coupons Exchange variation Price Indexes Others Risk of variation of prefixed interest rates Risk of variation of foreign exchange coupon Risk of variation of exchange rates Risk of variation of price index coupons Risk of variation of Others coupons Increase -Decrease Increase -- (206,888) -(17,419) (1,638) -- Increase Increase Decrease Increase Increase Income (105,076) (14,157) (15,463) (2,275) R$ Thousand Scenario III 12.31.2009 12.31.2008 Risk Factor Concept Rate Variation Income Rate Variation Prefixed rate Foreign currency coupons Exchange variation Price Indexes Others Risk of variation of prefixed interest rates Risk of variation of foreign exchange coupon Risk of variation of exchange rates Risk of variation of price index coupons Risk of variation of Others coupons Increase -Decrease Increase -- (400,577) -(34,837) (3,184) -- Increase Increase Decrease Increase Increase Income (251,150) (8,731) (18,883) (4,413) In the case of transactions classified in the Banking Book, appreciations or depreciations resulting from changes in interest rates practiced in the market do not imply in a significant financial and bookkeeping impact on the Bank's income. This is so because this portfolio is composed chiefly of loan operations (consumer credit, agribusiness, working capital, etc.); retail funding (demand, time, and savings deposits), and securities, which are recorded in the books according to the agreed on rates when contracting these operations. In addition, it should be pointed out that these portfolios have as their key feature the intention of helding the respective positions to maturity, and hence they are not subject to the effects of fluctuating interest rates, or the fact that 76 Notes to Financial Statements such transactions are naturally related to other transactions (natural hedge), hence minimizing the reflexes of a stress scenario. In the table below may be seen a summary of the Trading Portfolio (Trading) and Non-Trading Portfolio (Banking), except from Banco Votorantim: R$ Thousand Scenario I 12.31.2009 Risk Factor Concept Prefixed rate Foreign currency coupons Exchange variation(1) TJLP TR/TBF Price Indexes Risk of variation of prefixed interest rates Risk of variation of foreign exchange coupon Risk of variation of exchange rates Risk of variation of long-term interest rate (TJLP) coupon Risk of variation of TR and TBF coupon Risk of variation of price index coupons Rate Variation Maintaining Increase Maintaining Maintaining Increase Decrease 12.31.2008 Income Rate Variation Income -12,954 --145,330 134,964 Decrease Increase Decrease Decrease Decrease Increase 1,074,642 (41,415) (7,573) (127,907) (44,230) (16,614) (1) Net tax purpose. R$ Thousand Scenario II 12.31.2009 Risk Factor Concept Prefixed rate Foreign currency coupons Exchange variation(1) TJLP TR/TBF Price Indexes Risk of variation of prefixed interest rates Risk of variation of foreign exchange coupon Risk of variation of exchange rates Risk of variation of long-term interest rate (TJLP) coupon Risk of variation of TR and TBF coupon Risk of variation of price index coupons Rate Variation Increase Increase Decrease Decrease Decrease Increase 12.31.2008 Income Rate Variation Income (4,332,688) (17,337) (275,403) (20,391) (3,602,616) (772,021) Increase Increase Decrease Decrease Decrease Increase (3,064,943) (70,318) (119,576) (267,425) (1,919,040) (529,316) (1) Net tax purpose. R$ Thousand Scenario III 12.31.2009 Risk Factor Concept Prefixed rate Foreign currency coupons Exchange variation(1) TJLP TR/TBF Price Indexes Risk of variation of prefixed interest rates Risk of variation of foreign exchange coupon Risk of variation of exchange rates Risk of variation of long-term interest rate (TJLP) coupon Risk of variation of TR and TBF coupon Risk of variation of price index coupons Rate Variation Increase Increase Decrease Decrease Decrease Increase 12.31.2008 Income Rate Variation Income (8,303,533) (34,482) (550,806) (41,838) (7,474,159) (1,458,284) Increase Increase Decrease Decrease Decrease Increase (5,942,384) (137,794) (239,152) (551,608) (4,014,906) (999,614) (1) Net tax purpose. It is noteworthy that the figures relating to 12.31.2009 include the impacts generated by the positions of the Non-Trading Portfolio of Banco Nossa Caixa, with a view to their effective incorporation into the Bank of Brazil in 11.30.2009. The scenarios used for preparing the framework of sensitivity analysis must necessarily use situations of deterioration of at least 25% and 50% for variable risk for isolation, as determined by CVM Instruction No. 475/2008. Therefore, the analysis of the results is impaired. For example, simultaneous shocks of increase in the rate of advance and reduction in interest coupon of TR are not consistent from a macroeconomic. In particular with regard to derivative transactions found in the Banking Book, these do not represent a relevant market risk to Banco do Brasil, as these positions originated mainly to fulfill the following situations: - Change of the indexation of funding and lending transactions performed to meet customer needs; 77 Notes to Financial Statements - "Tax Hedge " consisting in eliminating the volatility risk to the Bank's profit figures owing to the fiscal effect on foreign currency variations in connection with overseas investments (gains in exchange variations on overseas investments are not taxed, and similarly losses do not create tax deductions). As a result, any exchange rate variation will affect the account that records the derivative contrary to the effect recorded in the investment account, i.e.: the exchange variation's effect will be zero; - Market risk hedge with purpose and efficacy as described in Note 8.b. Also in this transaction, the interest and exchange rate variations have no effects on the Bank's income. The Banco do Brasil did not enter into any transaction likely to be classified as an exotic derivative, as described in CVM Instruction no. 475 - Attachment II. Participation in Banco Votorantim In order to determine the sensitivity of the Bank's participation in Banco Votorantim, simulations were performed with three likely scenarios, two of which with an ensuing adverse outcome. The scenarios employed are seen as follows: Scenario I: Situation likely, which reflects the perception of top management of Banco Votorantim in the scenario most likely to occur. Assumptions used: real exchange rate / dollar from R$ 1.80 and the Selic rate of interest 11.75% per year. Scenario II: Assumptions used: parallel shock of 25.0% in the risk variables, based on market conditions observed on 12.31.2009 and is considered the worst losses by risk factor and thus ignoring the dynamics of macroeconomic factors . Scenario III: Assumptions used: parallel shock of 50.0% in the risk variables, based on market conditions observed on 12.31.2009 and is considered the worst losses by risk factor and, therefore, neglecting the dynamics of macroeconomic factors . In the table below are the results for the positions of the Bank for its participation in Banco Votorantim, with values from 12.31.2009 and 09.30.2009: R$ Thousand Scenario I 12.31. 2009 Factor Risk Concept Prefixed rate Foreign currency coupons Exchange variation Price Indexes Interest Rates Risk of variation of prefixed interest rates Risk of variation of foreign exchange coupon Risk of variation of exchange rates Risk of variation of price index coupons Risk of change coupon interest rate Risk of change of prices of goods Risk of change in stock prices Risk of change in interest rates paper traded in the international market Risk of variation of others coupons Commodities Equity Sovereign Eurobonds and Treasuries Others Rate Variation 09.30.2009 Income Rate Variation Income --- (142,478) -(65,497) (46,908) (9,781) --- Maintance Increase Increase Increase Increase Decrease Increase 3,012 425 (3,094) (1,816) (823) 18 (1,968) -- -- Maintance (12,299) Increase 3,136 -- -- Increase Increase Increase Increase Increase R$ Thousand Scenario II 12.31. 2009 Factor Risk Concept Prefixed rate Foreign currency coupons Exchange variation Price Indexes Interest Rates Risk of variation of prefixed interest rates Risk of variation of foreign exchange coupon Risk of variation of exchange rates Risk of variation of price index coupons Risk of change coupon interest rate Risk of change of prices of goods Commodities Rate Variation Increase Increase Increase Increase Increase -- 09.30.2009 Income Rate Variation Income (324,976) -(236,751) (96,030) (15,820) -- Increase Increase Increase Increase Increase Increase (38,195) (3,867) (52,655) (60,518) (2,566) (504) 78 Notes to Financial Statements Equity Sovereign Eurobonds and Treasuries Others Risk of change in stock prices Risk of change in interest rates paper traded in the international market Risk of variation of others coupons -- -- Increase (22,944) -- -- Increase (42,667) Increase (1,809) -- -- R$ Thousand Scenario III 12.31. 2009 Factor Risk Concept Prefixed rate Foreign currency coupons Exchange variation Price Indexes Interest Rates Risk of variation of prefixed interest rates Risk of variation of foreign exchange coupon Risk of variation of exchange rates Risk of variation of price index coupons Risk of change coupon interest rate Risk of change of prices of goods Risk of change in stock prices Risk of change in interest rates paper traded in the international market Risk of variation of others coupons Commodities Equity Sovereign Eurobonds and Treasuries Others Rate Variation Increase Increase Increase Increase Increase --- 09.30.2009 Income Rate Variation Income (479,181) -(398,723) (139,799) (21,165) --- Increase Increase Increase Increase Increase Increase Increase (66,783) (7,184) (102,223) (115,441) (4,173) (1,025) (44,758) -- -- Increase (70,681) Decrease (9,299) -- -- d) Liquidity Risk - this type of risk takes two forms: market liquidity risk and cash flow liquidity risk (funding). The first is the possibility of loss resulting from the incapacity to perform a transaction in a reasonable period of time and without significant loss of value. The second is associated with the possibility of a shortage of funds to honor commitments assumed on account of the mismatching between assets and liabilities. e) Operating Risk reflects the possibility of loss resulting from faults, deficiencies, or the inadequacy of internal processes, personnel and systems, or external events. This concept includes legal risks. f) Regulatory Capital The BIS ratio of 03.31.2009 was determined according to the criteria established by CMN Resolutions 3444/2007 and 3490/2007, which address the calculation of Referential Equity Amount (RE) and of Required Referential Equity Amount (RRE), respectively. We present below the calculation of the BIS ratio, pursuant to regulations in force and applicability as of July/2008: R$ Thousand RE - REFERENTIAL EQUITY AMOUNT Level I Shareholders' equity (BACEN) Minority Shares Shareholders' equity Revaluation reserves Deferred Assets Mark-to-market Tax credits excluded from Level I of RE Additional provision to the minimum required by resolution CMN 2682/1999 Hybrid Capital and Debt Instruments - Level I Level II Mark-to-market Subordinated Debt Qualifying as Capital Funds obtained from the FCO Funds obtained abroad Funds obtained from the CDB Funds obtained from the debentures Hybrid Capital and Debt Instruments – Level II Revaluation reserves Deduction from the PR 12.31.2009 Economic Financial - Financial 12.31. 2008 Economic Financial - Financial 58,264,435 41,068,472 36,119,407 142 36,119,265 (6,746) (242,296) (85,061) (22,477) 2,782,065 2,523,580 18,022,810 85,061 17,078,207 12,422,046 400,323 4,115,114 140,724 852,796 6,746 (826,847) 43,390,964 31,200,901 29,937,146 (104) 29,937,250 (7,303) (513,248) (28,589) (22,477) 1,835,372 -12,909,611 28,589 11,728,981 11,057,272 671,709 --1,144,738 7,303 (719,548) 59,092,639 41,068,446 36,119,381 116 36,119,265 (6,746) (242,296) (85,061) (22,477) 2,782,065 2,523,580 18,025,986 85,061 17,081,383 12,422,046 400,323 4,115,114 143,900 852,796 6,746 (1,793) 44,110,455 31,205,472 29,937,553 303 29,937,250 (7,286) (509,101) (28,589) (22,477) 1,835,372 -12,909,594 28,589 11,728,981 11,057,272 671,709 --1,144,738 7,286 (4,611) 79 Notes to Financial Statements Financial instruments excluded from the PR RRE - Required Referential Equity Amount Credit Risk Market Risk Operating Risk Surplus of stockholders' equity: RE – RRE BIS Ratio: (RE x 100)/ (RRE / 0.11) (826,847) 46,758,968 43,556,535 673,909 2,528,524 11,505,467 13.71 (1,793) (719,548) 46,288,519 31,500,063 43,086,086 30,980,231 673,909 118,927 2,528,524 400,905 12,804,120 11,890,901 14.04 15.15 (4,611) 31,193,866 30,674,034 118,927 400,905 12,916,589 15.55 In the event of successful legal action for compensation in full of accumulated tax losses of income tax and negative basis of social contribution (Note 25c.), there would be a positive effect on the BIS ratio Financial 1.28 percentage points (from 14.04% to 15.32%) and from the economic financial consolidated from 1.24 p.p. (from 13.71 % to 14.95%). Among the events planned for the year 2010, under the rules of the Central Bank of Brazil - Central Bank, we highlight the application of the adjustment factor (Z) equal to 1.0 in the calculation of the requirement for operational risk from 1 January, according to Central Bank Circular No. 3383/2008, the entry into force of Resolution CMN 3825/2009 from April 1, repealing the CMN Resolution 3674/2008, which grants the privilege to add to the Capital Base Level I the full value of the additional provision to the minimum percentage required by Resolution CMN 2682/1999, and the completion of the share Popr considering the operational risk of nonfinancial companies from June 30, as Central Bank Circular No. 3476/2009. Considering the occurrence of these events on 12.31.2009, the Index of the Basel Economic-Financial Consolidated would be negatively impacted by 0.15, 0.65 and 0.04 percentage points, respectively. g) Fixed Assets The Index of Construction in relation to RE - Referential Equity is 14.55% (14.59% on 12.31.2008) to the Consolidated Financial and 11.37% (11.68% on 12.31.2008) to the Economic-Financial Consolidated pursuant to CMN Resolution No. 2669/1999. The difference between the Fixed Assets of Consolidated Financial and Economic-Financial results from the inclusion of subsidiaries / affiliates have no financial, high liquidity and low level of restraint, with consequent reduction in Fixed Assets of Consolidated Financial and Economic. 33 – Other Information a) New Market At 5.31.2006, Banco do Brasil signed a contract with the São Paulo Stock Exchange for adhesion to the New Market segment of Bovespa, which assembles a group of companies with the best corporate governance practices in Brazil. Moreover, Banco do Brasil, its Shareholders, the Officers, and the members of the Audit Committee undertake to resolve all and any dispute or controversy related to the New Market Listing Regulations through the Arbitration Chamber of the Bovespa Market, in conformity with an arbitration clause included in the By-laws of Banco do Brasil. b) Distribution of Dividends and/or Interest on Own Capital During a meeting held on 2.18.2009, the Board of Directors approved the setting, for the year 2009, of the payout rate equivalent to the minimum percentage of 40% of net income, fulfilling the policy for payment of dividends and/or interest on own capital on a quarterly basis, pursuant to article 43 of the Bank's By-Laws. c) New Market - Extension of Deadline (Free Float) On 03.31.2009, BM&FBovespa granted the request for a new term for classification of the minimum percentage of outstanding shares of the Banco do Brasil, under the Listing Rules of the New Market (Novo Mercado) (free float = 25%,), With the new term, the Banco do Brasil will have until 06.28.2011 to reach the minimum percentage of outstanding shares required by the regulations. 80 Notes to Financial Statements d) Banestes – Suspension of the study for acquisition of the controlling interest On 2.5.2009, Banco do Brasil notified the market the start of negotiations with the State government of Espírito Santo, without any binding effect, aiming at the acquisition of the controlling interest of Banestes – Banco do Estado do Espírito Santo, with subsequent statutory merger. On June 22, 2009, Banco do Brasil and the Governo do Estado do Espírito Santo agreed, to suspend negotiations aiming at the acquisition of the controlling interest of BANESTES S.A. - Banco do Estado do Espírito Santo by BB. e) Besc - Approval by Bacen The Central Bank of Brazil (Bacen) informed that its Collegial Board, by means of a decision on 1.23.2009, approved the merger, by Banco do Brasil, of Banco do Estado de Santa Catarina S.A. - Besc and of Besc S.A. Crédito Imobiliário - Bescri, through the conversion of all their equity and consequent winding up, with Banco do Brasil (merging company) acting as their successor in all rights and obligations. f) Visanet Public Offering and other events On 6.30.2009, Banco do Brasil announced the sale of shares representing 7.05% of the capital stock of Companhia Brasileira de Meios de Pagamento - Visanet Brasil, an affiliate of BB Banco de Investimento S/A (BB-BI). With the sale BB recorded revenue in the amount of R$ 1,415 million, before taxes, in the second quarter of 2009. The total sum of R$ 676 million, before taxes, will also be accounted for in the 2nd quarter, as expense of provision in addition to the minimum criteria established by Resolution 2682/99. To supplement the Public Announcement made on 6.30.2009, Banco do Brasil informed that upon the conclusion of the Public Offering of Secondary Distribution of Visanet Brasil, its coordinators exercised the Supplementary Share Option (greenshoe). As a result, the quantity sold by BB-BI in the greenshoe exercise was 14,330,229 shares, at the price of R$ 15,00 per share, which will represent, in the balance sheet of Banco do Brasil for the 3rd quarter of 2009, a positive impact of approximately R$ 200 million before taxes. Initial situation Quantity 431,665,222 g) % interest 31.63 BB Banco de Investimento S,A, (BB-BI) Shares traded Greenshoe Public Offering of Shares 96,217,259 14,330,229 Final situation Quantity 321,117,734 % interest 23.53 Partnership of Banco do Brasil with American Express for issuance of cards On 6.18.2009, Banco do Brasil and American Express announced a partnership for the issuance of credit cards geared towards the high income segment. Banco do Brasil expects to issue 100 thousand cards by the end of the year. Under the agreement signed, the Bank will be responsible for all the stages involved in the issuance of the cards - including credit analysis, delivery of consumer service and marketing strategy. The Bank will also be in charge of the authorization, invoicing, credit management and risks and accounting. h) Foreign interest and ADR (American Depositary Receipts) Presidential Decrees were signed on 9.16.2009 that allow the raising of the limit of interest of foreigners in the capital of Banco do Brasil from 12.5% to 20% and authorize the issuance of ADR (American Depositary Receipts) backed by common shares of Banco do Brasil. On December 2, 2009 the launch of the Level I ADR program took place.Trading takes place by means of Over-the-Counter - OTC transactions, with Bank of New York Mellon as the depositary bank. The receipts 81 Notes to Financial Statements were issued and started to be traded as of that day. The rate of one ADR for one common BBAS3 share was considered. i) Corporate Reorganization Insurance Activities Banco do Brasil organized the corporate reorganization of its insurance activities area on 10.6.2009. The reorganization consists of (i) the establishment of two wholly-owned subsidiaries - BB Seguros Participações S.A. (BB Seguros) and BB Aliança Participações S.A. (BB Aliança) -, non-financial companies, both directly connected to BB; and (ii) the partial spin-off, effective as from September 30, 2009, of the wholly-owned subsidiary BB Banco de Investimento S.A. (BB BI) followed by transfer of the spun-off assets to BB Seguros and to BB Aliança. As a consequence of the reorganization, BB Aliança will be the owner of 100% of the shares of Cia. de Seguros Aliança do Brasil. BB Seguros becomes the holder of the following interests: Company % - Total Capital Brasilprev Seguros e Previdência S.A. Brasilveículos Companhia de Seguros Brasilcap Capitalizações S.A. Brasilsaúde Companhia de Seguros 49.99 70.00 49.99 49.92 Type of Shares % - ON % PN 49.99 40.00 100.00 49.99 49.92 - Moreover, BB filed a Letter of Intent without binding effect at Sul América S.A. on 10.6.2009, expressing its interest in acquiring, through BB Seguros, all the shares held by SulAmerica in Brasilveículos, representing 60% of the common shares and 30% of the total capital stock. As concerns the company Brasilsaúde, both BB and SulAmerica expressed interest in reviewing its business model and its corporate structure. In addition, Banco do Brasil and the Spanish Insurer Group Mapfre signed a Protocol of Intentions on the same date, aiming to form a strategic alliance for the development, in the Brazilian market, of the risk insurance businesses, in the people, non -life and automotive insurance segments, an alliance that will benefit from the existing structures and capacities of BB and of Mapfre. j) Corporate Restructuring BrasilPrev and BrasilCap On October 27, 2009 pursuant to the corporate reorganization in the insurance business, Banco do Brasil announced that BB Seguros Participações S.A (BB Seguros), a wholly owned subsidiary of Banco do Brasil, and Principal Financial Group (Principal) entered into a Memorandum of Understanding aimed at reviewing their partnership in developing and marketing open-ended private pension plans in Brazil. Banco do Brasil and Principal also informed that it is in their common interest to start discussions with a view to acquiring the private pension portfolios marketed by Mapfre Nossa Caixa. On January 6, 2010 Banco do Brasil announced that BB Seguros Participações S.A. (BB Seguros) and Grupo Icatu (Icatu), entered into a Memorandum of Understanding with a view to forming a strategic alliance in the Brazilian market to develop and sell capitalization products. Once the strategic alliance is reviewed, the Company will consolidate its leadership in capitalization, going on from 22.6% to 30.6% of its market share. Brasilcap and Grupo Icatu had revenues in the region of R$ 2.8 billion for the first eleven months of 2009. Icatu is a leader among companies not connected to retail banks in the capitalization market. After 18 years in the market, it serves over 3.2 million people by means of different lines in its activity. During the last five years it paid out R$ 240 million in capitalization prizes. 82 Notes to Financial Statements k) IRB - Negotiations for Acquisition of Equity Interest On 10.15.2009 Banco do Brasil communicated that it has agreed to start negotiations without binding effect, aiming at the acquisition of equity interest in IRB-Brasil Re S.A., in compliance with the current regulations and the terms inherent to operations of this nature, notably the obtainment of the necessary prior authorizations. l) Funding Perpetual Bonuses Banco do Brasil concluded the pricing of overseas funding of perpetual bonuses, in the amount of US$ 1.5 billion, on October 2009. The bonuses are of the "junior class, non-cumulative subordinated perpetual" type, and pay 8.5% per year in half-yearly coupons. Given the characteristics of subordination of that broadcast, the Bank of Brazil Bank pleaded with the framework of the amount raised as Tier I Capital, for the calculation of the index of Basel. On 02.08.2010, the Central Bank considered the issue qualifies as Tier I Capital as of December 2009. m) Overseas Funding In January 2010 Banco do Brasil contracted funding to the sum of US$ 1 billion by means of securities issued overseas, of which US$ 500 million with 4.5% p.a. coupons in five-year papers, and an additional US$ 500 million with 6.0% p.a. coupons in ten-year paper.Banco do Brasil will allocate funds to grant credit, in particular to finance foreign trade transactions. These transactions are not of a subordinated nature and are not considered in the BIS Ratio. n) Start of Studies for the Initial Public Offering On November 27, 2009 Banco do Brasil and the National Treasury put in place studies to examine the feasibility and convenience of undertaking a primary or secondary share public offering, maintaining the Union's shareholding under conditions to be detailed and disclosed in due time, as provided for in legislation. o) Management of Investment Funds At the end of December, 2009, BB Gestão de Recursos - Distribuidora de Títulos e Valores Mobiliários S.A. wholly-owned subsidiary of Banco do Brasil S.A., exhibited a portfolio of R$ 306.7 billion, with R$ 296 billion in investment funds (444 investment funds) and R$ 10.7 billion in managed portfolios (20 managed funds). p) Consortium funds Forecast of funds receivable from consortium members Obligations of the group for contributions Consortium - goods to granted (In Units) Number of groups managed Number of active consortium members Number of goods delivered to consortium winners Number of goods in the period 12.31.2009 12.31.2008 45,856 2,383,273 2,177,640 42,545 1,686,029 1,549,538 316 140,860 21,450 334 130,940 21,832 31,164 45,888 q) Shares on the market BB shares Number % 83 Notes to Financial Statements On the market as of 12.31.2009 Total (1) 562,527,754 2,569,860,512 21.89% 100.00% (1) Pursuant to Law 6404/76 and the Bovespa New Market regulations 84 ABCD Banco do Brasil S.A. Independent auditors’ opinion KPMG Auditores Independentes February 2010 KPMG Auditores Independentes Financial Services SBS - Qd. 02 - Bl. Q - Lote 03 - Salas 708 a 711 Edifício João Carlos Saad 70070-120 - Brasília, DF - Brasil Caixa Postal 8723 70312-970 - Brasília, DF - Brasil Central Tel Fax Internet 55 (61) 2104-2400 55 (61) 2104-2406 www.kpmg.com.br Independent auditors’ opinion To The Board of Directors, Shareholders and Management Banco do Brasil S.A. Brasília - DF 1. We have examined the balance sheets of Banco do Brasil S.A. (Banco do Brasil) and the consolidated balance sheets of Banco do Brasil S.A. and its subsidiaries (BB – Consolidated) as of December 31, 2009 and 2008 and the related statements of income, changes in shareholders’ equity, and changes in cash flows and in added value for the years then ended, which are the responsibility of its management. Our responsibility is to express an opinion on these financial statements. The financial statements of the indirect investments, Brasilcap Capitalização S.A., Brasilsaúde Companhia de Seguros, Brasilveículos Companhia de Seguros, Brasilprev Seguros e Previdência S.A., Cielo S.A., Neoenergia S.A. (Notes 4 and 14), were examined by other independent auditors. Thus, our opinion on the balances of the investments aforementioned and of the respective income arising from the application of the equity pick-up method, which totaled R$1,865 million (R$1,773 as of December 31, 2008) and R$840 (R$981 million as of December 31, 2008), respectively, are based on the reports issued by those independent auditors. Additionally, the net assets used in the calculation of the Retirement and Pension Plan (Note 28.a), were examined by other independent auditors and our evaluation, with respect to these net assets, is based on the report issued by those independent auditors. 2. Our examination was conducted in accordance with auditing standards generally accepted in Brazil and included: (a) planning of the audit work, considering the materiality of the balances, the volume of transactions and the accounting systems and internal accounting controls of the Bank and its subsidiaries; (b) verification, on a test basis, of the evidence and records which support the amounts and accounting information disclosed; and (c) evaluation of the most significant accounting policies and estimates adopted by Management of the Bank and its subsidiaries, as well as the presentation of the financial statements taken as a whole. 2 KPMG Auditores Independentes, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (“KPMG International”), uma entidade suíça. KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. ABCD 3. In our opinion, based on our examination and on the reports of other independent auditors, pursuant to the aforementioned in paragraph one, the financial statements aforementioned represent fairly, in all material respects, the financial position of Banco do Brasil S.A. (Banco do Brasil) and Banco do Brasil S.A. and its subsidiaries (BB-Consolidated) as of December 31, 2009 and 2008, and the results of their operations, changes in shareholders’ equity and changes in cash flows and the added value in their operations for the year then ended, in conformity with accounting practices adopted in Brazil. 4. The Bank has recorded in its assets, as of December 31, 2009, the amount of R$12,655 million (R$7,794 as of December 31, 2008) corresponding to the surplus of PREVI – Employee Benefits (Note 28.a), which was determined based on criteria established by the Bank’s Management, which are considered adequate in the circumstance. These criteria incorporate long-term estimates and assumptions of actuarial and financial nature, as well as the fulfillment of the requirements established in the regulations in force. Therefore, the inaccuracies inherent to the process of using estimates and assumptions may result in differences between the amount recorded and the amount effectively realized. February 24, 2010 KPMG Auditores Independentes CRC SP-014428/O-6 F-DF The original version in Portuguese was signed by Francesco Luigi Celso Accountant CRC SP-175348/O-5 S-DF 3 José Claudio Costa Accountant CRC SP-167720/O-1 S-DF SUMMARY OF THE AUDIT COMMITTEE REPORT Second semester of 2009 Introduction The Audit Committee is an advisory body to the Board of Directors and its main functions are to independently evaluate the effectiveness of the internal control system and internal and independent audits, and to review the financial statements prior to publication. The bylaws of the Audit Committee are available at www.bb.com.br in the Investor Relations section of the web page. The Audit Committee is organized to attend Banco do Brasil S.A. and its wholly-owned subsidiaries: BB - Banco de Investimento S.A., BB - Leasing S.A. Arrendamento Mercantil,BB – Gestão de Recursos Distribuidora de Títulos e Valores Mobiliários S.A., BB - Administradora de Cartões de Crédito S.A., BB Banco Popular do Brasil S.A. and BB - Administradora de Consórcios S.A. The managements of Banco do Brasil and its subsidiaries are responsible for preparing and assuring the integrity of the financial statements, for managing risks, for maintaining an effective, consistent internal control system and for monitoring conformity with applicable legal and regulatory standards. The Internal Audit is responsible for periodically and independently performing its activities including internal controls reviews in order to evaluate whether they are adequate and effective, as well as to evaluate whether risk management procedures are adequately performed. KPMG Auditores Independentes is responsible for auditing the financial statements and for issuing an opinion on whether the financial position is presented fairly, in all material aspects, in conformity with accounting practices adopted in Brazil, and on its internal controls, including the electronic data processing and risk management systems, and the compliance with the legal and regulatory provisions. Activities In compliance with its 2009 annual plan, the Committee had 122 meetings in the quarter, of a total of 245 in the year, with the Board, internal and external auditors, external inspecting bodies and senior management responsible for the main directorate including strategic business, internal controls, legal, technology and logistics, as well as HR, risk and security management. During these meetings, the Committee discussed mainly the issues related to the improvement of internal control mechanisms, adherence to applicable rules and regulations, risk management, the New Capital Accord (Novo Acordo de Capital - Basel II), money laundering prevention procedures, reconciliation of funds and governmental programs, process of assignment of credits, information security, benefits to employees – health care and pension, IT building structure, ombudsman department (ouvidoria), judicial contingencies, acquisitions and mergers of financial institutions, and recommendations for internal controls reported by the internal and external auditors and external regulators, technological solutions implemented or undergoing implementation, and the legal portal system. In addition, the Committee held periodic meetings with the internal and external audit teams, where it verified the performance of its annual planning, understood the methodologies employed, the qualification of the technical team and examined the conclusions and main recommendations made. The Audit Committee followed the process used for preparing the financial statements, examined the accounting practices adopted, the criteria used to establish provisions, the most significant variations in account balances and the extraordinary events that occurred during the period. It evaluated the relevant aspects of the financial statements, the comprehensiveness,compliance and clarity of the notes to the financial statements and assessed the opinion expressed by KPMG. Where suggestions for improvement were observed, the Committee suggested improvements to the various instances of the Institution’s organizational structure. Conclusions 97 Based on the activities undertaken during the period, observation on the system and internal control environment, Board management interviews, assessment of activities performed by internal control and risk/security management directorate, the internal and external audit reports and their conclusions, and taking into consideration the responsibilities of the Committee and the limitations on the scope of its activities, the Committee concluded that: a. the internal control system has been the object of permanent attention by senior management, is considered adequate in relation to the size and complexity of the business; and have been constantly improved; b. the Group adopts a conservative posture in the assumption of risks and has appropriate instruments in place for risk management and mitigation; c. the internal auditors’ functions have been assessed as effective and independent, as well as adequately reported to the Committee’s request; d. the external auditors work is being carried out effectively and nothing was noted that e. would indicate non-compliance with applicable independence rules and regulations; and f. the financial statements for the year ended December 31, 2009 were prepared in conformity with legal standards and accounting practices adopted in Brazil, and present fairly, in all material respects, the financial situation of the Group for the period then ended. Brasília-DF, February 23, 2010. José Danúbio Rozo Coordinator Celene Carvalho de Jesus José Gilberto Jaloretto 98 DECLARATION OF THE BOARD OF DIRECTORS In compliance with paragraph V of Art. 142 of Law 6404 of December 15, 1976, the Board of Directors of Banco do Brasil S.A. declares that, in a meeting performed on this date, it became aware and recommended the approval of the accounts of the Directors, and of the Management's Report related to 2009. Brasília-DF, February 24, 2010. _____________________________ Nelson Henrique Barbosa Filho __________________________________ Aldemir Bendine __________________________________ Adriana Queiroz de Carvalho __________________________________ Bernardo Gouthier Macedo __________________________________ Henrique Jager __________________________________ Sérgio Eduardo Arbulu Mendonça __________________________________ Tarcísio José Massote de Godoy 99 FISCAL COUNCIL REPORT THE FISCAL COUNCIL OF BANCO DO BRASIL S.A., according to its legal and statutory responsibilities, examined the Management Report, the Balance Sheet and other Financial Statements, including the proposal concerning the net income for the year destinations, related to the fiscal year ended December 31, 2009, which were approved, in this date, by the Board of Directors. Our opinion, based on our exams performed, on the information and the clarifications provided throughout the year, and taking into consideration the unqualified Independent Auditor's Report issued by KPMG Auditores Independentes, on this date, is that the aforementioned corporate documents are fairly reflected to be sent for approval by the Stockholder's General Meeting. Brasília (DF), february 24, 2010. Ênio Alexandre Gomes Bezerra da Silva Conselheiro Marcos Machado Guimarães Conselheiro Eustáquio Wagner Guimarães Gomes Conselheiro Pedro Carvalho de Mello Conselheiro Daniel Sigelmann Presidente 100 EXECUTIVE BOARD CEO Aldemir Bendine BOARD OF OFFICERS Alexandre Corrêa Abreu Allan Simões Toledo Ivan de Souza Monteiro José Luis Prola Salinas Luís Carlos Guedes Pinto Paulo Rogério Caffarelli Ricardo Antônio de Oliveira Ricardo José da Costa Flores Robson Rocha MANAGING DIRECTORS Adilson do Nascimento Anísio Admilson Monteiro Garcia Amauri Sebastião Niehues Armando Medeiros de Faria Ary Joel de Abreu Lanzarin Carlos Eduardo Leal Neri Dan Antônio Marinho Conrado Danilo Angst Denilson Gonçalves Molina Edson de Araújo Lôbo Janio Carlos Endo Macedo José Carlos Vaz José Francisco Alvarez Raya José Mauricio Pereira Coelho Márcio Hamilton Ferreira Marco Antonio Ascoli Mastroeni Marco Antônio da Silva Barros Nilo José Panazzolo Nilson Martiniano Moreira Orival Grahl Paulo Roberto Evangelista de Lima Renato Donatello Ribeiro Renê Sanda Sandro Kohler Marcondes Sérgio Ricardo Miranda Nazaré Walter Malieni Júnior BOARD OF DIRECTORS Nelson Henrique Barbosa Filho (Presidente) Aldemir Bendine (Vice-Presidente) Henrique Jäger Sérgio Eduardo Arbulu Mendonça Bernardo Gouthier Macedo Adriana Queiroz de Carvalho Tarcísio José Massote de Godoy BOARD OF AUDITORS Daniel Sigelmann (Presidente) Ênio Alexandre Gomes Bezerra da Silva Eustáquio Wagner Guimarães Gomes Marcos Machado Guimarães Pedro Carvalho de Mello AUDIT COMMITTEE José Danúbio Rozo (Coordenador) Celene Carvalho de Jesus José Gilberto Jaloretto ACCOUNTING Eduardo Cesar Pasa Contador Geral Contador CRC-DF 017601/O-5 CPF 541.035.920-87 Daniel André Stieler Contador CRC-DF 013931/O-2 CPF 391.145.110-53 93