Bond BRASIL BANCO S.A. 5.875% ( USP3772WAE23 ) in USD

Issuer BRASIL BANCO S.A.
Market price 100 %  ▼ 
Country  Brazil
ISIN code  USP3772WAE23 ( in USD )
Interest rate 5.875% per year ( payment 2 times a year)
Maturity 18/01/2023 - Bond has expired



Prospectus brochure of the bond Banco do Brasil S.A USP3772WAE23 in USD 5.875%, expired


Minimal amount 200 000 USD
Total amount 750 000 000 USD
Cusip P3772WAE2
Standard & Poor's ( S&P ) rating B- ( Highly speculative )
Moody's rating N/A
Detailed description Banco do Brasil S.A. is a Brazilian multinational banking and financial services corporation headquartered in Brasília, offering a wide range of financial products and services to individuals and businesses domestically and internationally.

The Bond issued by BRASIL BANCO S.A. ( Brazil ) , in USD, with the ISIN code USP3772WAE23, pays a coupon of 5.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 18/01/2023
The Bond issued by BRASIL BANCO S.A. ( Brazil ) , in USD, with the ISIN code USP3772WAE23, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.








OFFERING MEMORANDUM


U.S.$750,000,000
BANCO DO BRASIL S.A.
(acting through its Grand Cayman branch)

5.875% Subordinated Notes due 2023

Banco do Brasil S.A., a bank structured as a mixed-capital corporation (sociedade de economia mista) and incorporated with
limited liability (as a sociedade anônima) under the laws of the Federative Republic of Brazil, or Banco do Brasil or the Bank, acting
through its Grand Cayman branch, or the Issuer, is issuing U.S.$750,000,000 aggregate principal amount of 5.875% Subordinated Notes
due January 19, 2023 (the "Notes"). The Notes will bear interest from June 19, 2012 and will be payable semiannually in arrears on
January 19 and July 19 of each year, commencing on January 19, 2013. See "Description of the Notes."
The Notes will be the Bank's unsecured and subordinated obligations. Payment of principal on the Notes may be accelerated
only in the case of certain events involving the Bank's dissolution, winding up or similar events, and the Bank will only be required to
make payment on acceleration after the Bank is dissolved or wound up for purposes of Brazilian law. There will be no right of
acceleration in the case of a default in the performance of any of the Bank's covenants, including the payment of principal or interest in
respect of the Notes. The Bank may redeem the Notes in whole but not in part, at their principal amount, plus accrued and unpaid
interest and additional amounts, if any, to the redemption date at any time in the event of certain changes affecting taxation, subject to
Central Bank approval.
If the Bank is not in compliance with operational limits required by current or future regulations generally applicable to
Brazilian banks, or the risk-based capital requirements, or if the payment of interest or principal (and any other amounts payable in
respect thereof) would cause the Bank to fail to be in compliance with those operational limits, the Bank may defer that payment of
interest or principal until it is in compliance with those operational limits and the payment of interest or principal would no longer cause
the Bank to fail to be in compliance with those operational limits.
Application has been made to admit the Notes on the Official List of the Luxembourg Stock Exchange and to trading on the
Euro MTF market of the Luxembourg Stock Exchange (the "Euro MTF"). This Offering Memorandum constitutes a prospectus for the
purposes of the Luxembourg Act dated July 10, 2005 on prospectuses for securities.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 24
There is currently no public market for the Notes. The Notes have not been and will not be registered under the U.S.
Securities Act of 1933 as amended (the "Securities Act") or securities laws of any jurisdiction. Accordingly, the Notes may not be
offered or sold within the United States or to U.S. persons, except to certain qualified institutional buyers (as defined under the Securities
Act, in Rule 144A, or "Rule 144A") ("QIBs"), in reliance on exemptions from registration provided under the Securities Act and to
certain non­U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act, or Regulation S. Prospective
investors that are QIBS are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Notes, see "Transfer
Restrictions."

Price:99.023% plus accrued interest, if any, from June 19, 2012.

The Bank expects that the Notes will be ready for delivery in book-entry form through The Depository Trust Company
("DTC") and its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"),
and Clearstream Banking, société anonyme ("Clearstream") on or about June 19, 2012.


Joint Bookrunners

BB Securities
Bradesco BBI
HSBC
Standard Chartered Bank
Co-Manager

Banco Safra


The date of this Offering Memorandum is June 19, 2012.






Prospective investors should rely only on the information contained in this Offering Memorandum.
The Bank has not authorized anyone to provide prospective investors with different information. The Bank
is not, and the Initial Purchasers are not, making an offer of these securities in any state where the offer is not
permitted. Prospective investors should not assume that the information contained in this Offering
Memorandum is accurate as of any date other than the date on the front of this Offering Memorandum.
This Offering Memorandum has been prepared by the Bank solely for use in connection with the proposed
offer and sale of the Notes and may only be used for the purposes for which it has been published. The Bank and
the Initial Purchasers reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell
less than all of, the Notes offered hereby. This Offering Memorandum does not constitute an offer to any other
person or to the public in general to subscribe for or otherwise acquire the Notes. Except as set forth in the
paragraph below, distribution of this Offering Memorandum to any person other than the prospective investor and
those persons, if any, retained to advise that prospective investor with respect thereto is unauthorized, and any
disclosure of its contents without the Bank's prior written consent is prohibited.
This Offering Memorandum is intended solely for the purpose of soliciting indications of interest in the
Notes from qualified investors, and does not purport to summarize all of the terms, conditions, covenants and other
provisions contained in the Indenture and other transaction documents described herein. The information provided
is not all-inclusive. The market information in this Offering Memorandum has been obtained by the Bank from
publicly available sources deemed by the Bank to be reliable. Notwithstanding any investigation that the Initial
Purchasers may have conducted with respect to the information contained in this Offering Memorandum, the Initial
Purchasers accept no liability in relation to the information contained in this Offering Memorandum or its
distribution or with regard to any other information supplied by or on the Bank's behalf.
The Bank confirms that, after having made all reasonable inquiries, this Offering Memorandum contains all
information with regard to the Bank and the Notes which is material to the offering and sale of the Notes, that the
information contained in this Offering Memorandum is true and accurate in all material respects and is not
misleading in any material respect and that there are no omissions of any other facts from this Offering
Memorandum which, by their absence herefrom, make this Offering Memorandum misleading in any material
respect. The Bank accepts responsibility accordingly.
This Offering Memorandum contains summaries intended to be accurate with respect to certain terms of
certain documents, but reference is made to the actual documents, all of which will be made available to prospective
investors upon request to the Bank or the Trustee for complete information with respect thereto, and all such
summaries are qualified in their entirety by such reference.
Prospective investors hereby acknowledge that: (i) they have been afforded an opportunity to request from
the Bank and to review, and have received, all additional information considered by them to be necessary to verify
the accuracy of, or to supplement, the information contained herein, (ii) they have had the opportunity to review all
of the documents described herein, (iii) they have not relied on BB Securities Ltd., Banco Bradesco BBI S.A.,
HSBC Securities (USA) Inc., Standard Chartered Bank or any affiliate or subsidiary of the aforementioned in
connection with any investigation of the accuracy of such information or their investment decision, and (iv) no
person has been authorized to give any information or to make any representation concerning the Bank or the Notes
(other than as contained herein and information given by the Bank's duly authorized officers and employees, as
applicable, in connection with prospective investors' examination of the Bank and the terms of this offering) and, if
given or made, any such other information or representation should not be relied upon as having been authorized by
the Bank or the Initial Purchasers.
In making an investment decision, prospective investors must rely on their examination of the Bank
and the terms of this offering, including the merits and risks involved. These Notes have not been approved
or recommended by any United States federal or state securities commission or any other United States,
Brazilian, Cayman Islands or other regulatory authority. Furthermore, the foregoing authorities have not
passed upon or endorsed the merits of the offering or confirmed the accuracy or determined the adequacy of
this document. Any representation to the contrary is a criminal offense in the United States.
Notwithstanding anything in this document to the contrary, except as reasonably necessary to comply with
applicable securities laws, prospective investors (and each of their employees, representatives or other agents) may
disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax
structure of the offering and all materials of any kind (including opinions or other tax analyses) that are provided to
them relating to such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to
the U.S. federal income tax treatment of the offering.

- i -






This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or
solicitation.
None of the Bank, the Initial Purchasers or any of the Bank's or their respective affiliates or
representatives is making any representation to any offeree or purchaser of the Notes offered hereby
regarding the legality of any investment by such offeree or purchaser under applicable legal investment or
similar laws. Each prospective investor should consult with its own advisors as to legal, tax, business,
financial and related aspects of a purchase of the Notes.

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ("RSA") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY
IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.

NOTICE TO RESIDENTS OF BRAZIL
The Notes have not been and will not be issued nor placed, distributed, offered or negotiated in the
Brazilian capital markets and, as a result, have not been and will not be registered with the Brazilian Securities
Commission (Comissão de Valores Mobiliários, or "CVM"). Any public offering or distribution, as defined under
Brazilian laws and regulations, of the Notes in Brazil is not legal without prior registration under Law No. 6,385 of
December 7, 1976 ("Law No. 6,385"), as amended, and Instruction No. 400, issued by the CVM on December 29,
2003 ("CVM Instruction No. 400"), as amended. Documents relating to the offering of the Notes, as well as
information contained therein, may not be supplied to the public in Brazil (as the offering of the Notes is not a
public offering of securities in Brazil), nor be used in connection with any offer for subscription or sale of the Notes
to the public in Brazil. Therefore, each of the Initial Purchasers has represented, warranted and agreed that it has not
offered or sold, and will not offer or sell, the Notes in Brazil, except in circumstances which do not constitute a
public offering, placement, distribution or negotiation of securities in the Brazilian capital markets regulated by
Brazilian legislation.

Persons wishing to offer or acquire the Notes within Brazil should consult with their own counsel as to the
applicability of registration requirements or any exemption therefrom. This document is being distributed to, and is
only directed at, persons who (i) are outside the United Kingdom, or (ii) are investment professionals under
Article 19(5) of the Financial Services and Markets Act of 2000 (Financial Promotion) Order 2005, or (iii) are high
net worth entities and other persons to whom it may lawfully be communicated, falling under Article 49(2)(a) to (d)
of the Financial Services and Markets Act of 2000 (Financial Promotion) Order 2005, all such persons together
being referred to as "relevant persons." The Notes are only available to, and any invitation, offer or agreement to
subscribe, purchase or acquire such Notes will only be engaged in with relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its contents.

- ii -




Each of the Initial Purchasers has complied and will comply with all provisions of the Financial Services
and Markets Act 2000 (the "FSMA") with respect to anything done by it in relation to the Notes in, from or
otherwise involving the United Kingdom. This Offering Memorandum must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which this communication relates shall be
available only to relevant persons and will be engaged in only with relevant persons.
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State of
the European Economic Area which has implemented Directive 2003/71/EC (the "Prospectus Directive", or each, a
"Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any
person making, or intending to make, an offer of the Notes in that Relevant Member State may only do so in
circumstances in which no obligation arises for the Bank or any Initial Purchaser to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive,
in each case, in relation to such offer. Neither the Bank nor any Initial Purchaser has authorized, nor do they
authorize the making of any offer of Notes in any other circumstances. This Offering Memorandum is not a
"prospectus" for the purposes of the Prospectus Directive and has not been approved as such by a competent
authority in any Relevant Member State.
The Notes offered through this Offering Memorandum are subject to restrictions on transferability and
resale, and may not be transferred or resold in the United States except as permitted under the Securities Act and
applicable U.S. state securities laws pursuant to registration or exemption from such laws. You should be aware that
you may be required to bear the financial risks of this investment for an indefinite period of time. In making an
investment decision, you must rely on your own examination of the Bank's business and the terms of this offering,
including the merits and risks involved.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell the Notes or possess or distribute this Offering Memorandum and must obtain any consent,
approval or permission required for your purchase, offer or sale of the Notes under the laws and regulations in force
in any jurisdiction to which you are subject or in which you make such purchases, offers or sales, and neither the
Bank nor any of the Initial Purchasers will have any responsibility therefor.
The Notes will not be offered to persons who are members of the public in the Cayman Islands. "Public"
for these purposes does not include any exempted or ordinary non-resident company registered under the Companies
Law (2011 Revision) of the Cayman Islands (the "Companies Law") or a foreign company registered pursuant to
Part IX of the Companies Law or any such company acting as general partner of a partnership registered pursuant to
Section 9(1) of the Exempted Limited Partnership Law (2011 Revision) of the Cayman Islands or any director or
officer of the same acting in such capacity or the trustee of any trust registered or capable of registration pursuant to
Part VI of the Trusts Law (2011 Revision) of the Cayman Islands.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell the Notes or possess or distribute this Offering Memorandum and must obtain any consent,
approval or permission required for your purchase, offer or sale of the Notes under the laws and regulations in force
in any jurisdiction to which you are subject or in which you make such purchases, offers or sales, and neither the
Bank nor the Initial Purchasers will have any responsibility therefor.
The Notes will be initially issued in the form of one or more global securities registered in the name of
Cede & Co., as nominee for DTC. See "Form of the Notes."
The Bank and the Initial Purchasers reserve the right to withdraw the offering of the Notes at any time or to
reject a commitment to subscribe for the Notes, in whole or in part.

- iii -




TABLE OF CONTENTS

Page
Forward Looking Statements ........................................................................................................................................ vi
Presentation of Financial and Certain Other Information ............................................................................................ vii
Summary........................................................................................................................................................................ 1
The Offering ................................................................................................................................................................ 15
Summary Financial Information .................................................................................................................................. 21
Risk Factors ................................................................................................................................................................. 24
Use of Proceeds ........................................................................................................................................................... 42
Exchange Rate Information ......................................................................................................................................... 43
Capitalization ............................................................................................................................................................... 45
Selected Financial Information .................................................................................................................................... 46
Other Statistical and Financial Information ................................................................................................................. 50
Management's Discussion and Analysis of Financial Condition and Results of Operations ....................................... 63
Banking Industry Overview ....................................................................................................................................... 117
Regulation of the Brazilian Banking Industry ........................................................................................................... 123
Regulation of the Cayman Islands Banking Industry ................................................................................................ 150
Business ..................................................................................................................................................................... 151
Description of the Grand Cayman Branch ................................................................................................................. 183
Management .............................................................................................................................................................. 184
Principal Shareholders ............................................................................................................................................... 197
Related Party Transactions ........................................................................................................................................ 199
Description of the Notes ............................................................................................................................................ 204
Form of the Notes ...................................................................................................................................................... 218
Taxation ..................................................................................................................................................................... 220
Certain ERISA and Other Considerations ................................................................................................................. 226
Plan of Distribution ................................................................................................................................................... 227
Transfer Restrictions .................................................................................................................................................. 234
Service of Process and Enforcement of Judgments ................................................................................................... 237
Legal Matters ............................................................................................................................................................. 239
Independent Accountants .......................................................................................................................................... 240
General Information .................................................................................................................................................. 241
Description of Certain Differences Between Accounting Practices Adopted in Brazil and International
Financial Reporting Standards............................................................................................................................ 242
Index to Financial Statements .................................................................................................................................... F-1



- iv -




In this Offering Memorandum:
·
"BB," the "Bank" and "Banco do Brasil" refer to Banco do Brasil S.A., a bank structured as a mixed-capital
corporation (sociedade de economia mista) and incorporated with limited liability (as a sociedade anônima)
under the laws of Brazil, unless the context otherwise requires.
·
"Banco Múltiplo" refers to the banking operations at the branches of Banco do Brasil in Brazil and abroad
(and not the operations of any affiliates, subsidiaries or other holdings of the Bank).
·
"BNDESPAR" refers to BNDES Participações S.A.--BNDESPAR, a wholly owned corporation
(subsidiária integral) incorporated under the laws of Brazil and controlled by Banco Nacional de
Desenvolvimento Econômico e Social--BNDES.
·
"Brazil" refers to the Federative Republic of Brazil, and the phrase "Brazilian government" or "Federal
Government" refers to the federal government of Brazil.
·
"Central Bank" or "Central Bank of Brazil" refer to Banco Central do Brasil.
·
"FINAME" refers to the Agência Especial de Financiamento Industrial, a subsidiary of BNDES specialized
in equipment financing.
·
"Initial Purchasers" refer to BB Securities Ltd., Banco Bradesco BBI S.A., HSBC Securities (USA) Inc.
and Standard Chartered Bank.
·
The "Issuer" refers to Banco do Brasil S.A., acting through its Grand Cayman branch, unless the context
otherwise requires.
·
"Large Companies" or "Corporate Clients" refer to companies, credit cooperatives and associations with
annual gross revenues greater than R$90.0 million for the industrial sector and R$150.0 million for the
commercial and services sectors.
·
"Mid-Sized Companies" refer to companies, credit cooperatives and associations with annual gross
revenues between R$10.0 million and R$90.0 million for the industrial sector, between R$15.0 million and
R$150.0 million for the commercial sector and between R$15.0 million and R$150.0 million for the
services sector.
·
"Parity Fund" refers to the equal contributions to PREVI by public entities, such as the Bank, with sponsors
and participants each contributing 50%, as required by the Brazilian constitution.
·
"PREVI" and "Retirement and Pension Plan" refer to Caixa de Previdência dos Funcionários do Banco do
Brasil, a closed-ended complementary pension fund (entidade fechada de previdência complementar)
incorporated under the laws of Brazil.
·
"real," "reais" or "R$" refers to the Brazilian real, the official currency of Brazil.
·
"Small Companies" refer to companies, credit cooperatives and associations with annual gross revenues
less than R$10 million for the industrial sector and R$15 million for the commercial and services sector.
·
"U.S. dollar," "U.S. dollars" or "US$" refers to U.S. dollars, the official currency of the United States.

- v -




FORWARD LOOKING STATEMENTS
This Offering Memorandum contains statements that constitute forward looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These statements appear in a number of places in this Offering Memorandum,
principally in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business," and include statements regarding the intent, belief or current expectations of the Bank
or those of its officers with respect to, among other things, the use of proceeds of the offering, the Bank's financing
plans, trends affecting the Bank's financial condition or results of operations, the impact of competition and future
plans and strategies. These statements reflect the Bank's views with respect to such matters, and are subject to risks,
uncertainties and assumptions, including, among other things:
·
general economic, political and business conditions, both in Brazil and abroad;
·
management's expectations and estimates concerning the Bank's future financial performance, financing
plans and programs, and the effects of competition;
·
the Bank's level of capitalization and debt;
·
anticipated trends and competition in the Brazilian banking and financial services industries;
·
the market value of Brazilian government securities;
·
interest rate fluctuations, inflation and the value of the real in relation to the U.S. dollar;
·
existing and future governmental regulation and tax matters;
·
increases in defaults by borrowers and other loan delinquencies and increases in the provision for loan
losses;
·
customer loss, revenue loss and deposit attrition;
·
the Bank's ability to sustain or improve performance;
·
credit and other risks of lending and investment activities; and
·
other risk factors as set forth under "Risk Factors."
The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "plan,"
"target," "project," "forecast," "guideline," "should," and similar words are intended to identify forward looking
statements but are not the exclusive means of identifying such statements. The Bank does not undertake any
obligation to update publicly or revise any forward looking statements because of new information, future events or
other factors. In light of these risks and uncertainties, the forward looking events and circumstances discussed in
this Offering Memorandum might not occur. The Bank's actual results could differ substantially from those
anticipated in such forward looking statements.

- vi -




PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
The Bank and its consolidated subsidiaries' ("BB-Consolidated") audited consolidated financial statements
as of and for the years ended (i) December 31, 2011 and 2010, or the 2011 Financial Statements; (ii) December 31,
2010 and 2009, or the 2010 Financial Statements, and (iii) the Bank's unaudited interim consolidated financial
statements as of and for the three-month periods ended March 31, 2012 and 2011, or the March 2011 Financial
Statements, and together with the Annual Financial Statements, the Financial Statements, in each case together with
the notes thereto and included elsewhere in this Offering Memorandum, have been prepared in accordance with
accounting practices adopted in Brazil, based on Brazilian Law No. 6,404, dated December 15, 1976, as amended,
or the Brazilian Corporations Law, the accounting standards issued by the Brazil Institute of Independent
Accountants (Instituto dos Auditores Independentes do Brasil, or "IBRACON"), the Accounting Pronouncement
Committee (Comitê de Pronunciamentos Contábeis, or "CPC"), and the rules and regulations issued by CVM and
the Central Bank. The accounting practices adopted in Brazil are defined, for the purposes of this Offering
Memorandum, as "Brazilian GAAP," which differs in significant respects from generally accepted accounting
principles in the United States, or U.S. GAAP.
The audit report covering the Bank's 2010 Financial Statements contains an "Other Matters" paragraph
stating that the Bank recorded an asset relating to its PREVI surplus, which was determined based on criteria
established by management and which includes actuarial and financial estimates and assumptions and fulfills
regulatory requirements in force. In addition, the 2009 auditing standards in Brazil permitted the sharing of
responsibility with other independent auditors. Therefore, for the year ended December 31, 2009, the financial
statements for certain indirect investments and the net assets used to calculate the retirement and pension plan were
audited by other independent accountants. The Bank's independent auditor's evaluation with respect to these assets
and income is based on the reports issued by those other independent accountants.
Moreover, the CPC issued a number of accounting pronouncements which, if approved by the Central
Bank, must be adopted in the preparation of the Bank's financial statements in accordance with the accounting
practices adopted in Brazil. The Bank's management understands that the application of the accounting
pronouncements may have a relevant impact on the stockholders' equity and results of the Bank.
CMN Resolution 3,786/09 and Circular Letters 3,472/09 and 3,516/10 established that financial institutions
and other entities authorized to operate by the Central Bank, which are listed companies or which are required to
maintain an Audit Committee shall, as from December 31, 2010, prepare annually and publish, in up to 90 days
from the base date December 31, their consolidated financial statements, prepared in accordance with International
Financial Reporting Standards ("IFRS"), in compliance with standards issued by the International Accounting
Standards Board ("IASB"). Central Bank Circular 3,516/10 increased from 90 to 120 days the disclosure term of
Financial Statements according to IFRS as of December 31, 2010. Such requirements are in addition to those issued
by the Central Bank that require financial statements to be prepared in accordance with Brazilian GAAP as included
herein.
On March 27, 2012, the Bank made available on its and the CVM's websites its financial statements for
December 31, 2011 and 2010, prepared in accordance with IFRS standards.
The assets and liabilities of Banco Votorantim S.A., or Banco Votorantim, in proportion to the Bank's share
in total capital stock, have been consolidated into the Bank's balance sheet as of December 31, 2010 and 2009. The
proportional share of income and expenses of Banco Votorantim was consolidated into the Bank's financial
statements as from October 2009.
In this Offering Memorandum, tables containing financial information include, except where otherwise
indicated, consolidated financial information of the Bank.
The Bank's average volume and balance data has been calculated based upon the average of the month-end
balances during the relevant period.
Certain rounding adjustments have been made in calculating some of the figures included in this Offering
Memorandum. Accordingly, numerical figures shown as totals in some tables may not agree precisely with the
figures that precede them. The Bank maintains its books and records in reais.

- vii -




The statistical information and data related to the Bank's business areas were obtained from government
entities or extracted from general publications. Neither the Bank nor the Initial Purchasers have independently
verified such information and data, and, therefore, cannot assure their accuracy and completeness.
Solely for the convenience of the reader, the Bank has converted certain amounts contained in "Summary,"
"Capitalization," "Selected Financial Information," "Other Statistical and Financial Information" and elsewhere in
this Offering Memorandum from reais into U.S. dollars. Except as otherwise expressly indicated, the rate used to
convert such amounts was R$1.82 per U.S.$1.00 (subject to rounding adjustments), which was the exchange rate in
effect as of March 31, 2012 as reported by the Central Bank. The U.S. dollar equivalent information presented in
this Offering Memorandum is provided solely for the convenience of investors and should not be construed as
implying that the amounts presented in reais represent, or could have been or could be converted into, U.S. dollars at
such rates or at any other rate. The real/U.S. dollar exchange rate may fluctuate widely, and the exchange rate as of
March 31, 2012 may not be indicative of future exchange rates. See "Exchange Rate Information" for information
regarding real/U.S. dollar exchange rates.

- viii -




SUMMARY
This summary highlights information contained elsewhere in this Offering Memorandum. It does not
contain all of the information that an investor should consider before making a decision to invest in the Bank's
Notes. For further information on the Bank's activities and this offering, this Summary must be read together with
the detailed information included in the other sections of this Offering Memorandum, in particular the information
included in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of
Operations," and "Business" and the consolidated financial statements and notes thereto included elsewhere in this
Offering Memorandum.
General Overview
Banco do Brasil was the largest bank in Latin America in terms of total assets as of December 31, 2011,
according to data published by Economática. It is a multiple service bank with headquarters in Brasília and has a
significant presence throughout Brazil and conducts operations in key global economic and financial centers.
The Bank focuses on sustainable results and performance compatible with its market leadership. The Bank
acts as an agent of the Federal Government to implement its policies and programs related to the agribusiness sector,
small and micro businesses, foreign trade, and in the development of solutions that simplify the operations and
services that cater to these economic sectors.
With over 200 years of operations, the Bank's principal strength is in the Brazilian retail banking market,
and its business can be grouped generally into six general areas: (i) banking services, (ii) investments, (iii) asset
management, (iv) insurance, pension plans and financing, (v) payment services and (vi) other businesses. The main
activities of each segment are as follows:
(i)
Banking services: includes a wide range of banking products and services offered to our customers,
such as deposits, loans and other financial services;
(ii)
Investments: includes domestic capital markets operations, such as a brokerage, debt (in the
primary and secondary markets) and equity investments and other financial services;
(iii)
Asset management: includes buying, selling and custody of marketable securities, management of
third-party portfolios and the establishment, organization and administration of investment funds;
(iv)
Insurance, pension plans and financing: includes the sale of products and services related to life,
asset protection and auto insurance, supplementary pension products and savings bonds;
(v)
Payment services: includes the tracking, transmission, processing and settlement of electronic
transactions (credit and debit cards); and
(vi)
Other businesses: includes the management of consortiums and the development, sale, leasing and
integration of digital electronic equipment, peripherals, computer programs and supplies.
As of December 31, 2011, the Bank had over 56.0 million clients, 36.1 million checking accounts and the
largest retail network in Brazil, with approximately 18,765 points of service and 43,602 automated teller machines
("ATMs"), as well as over 13,541 shared network points from partnerships with other networks (such as Banco 24h,
CEF and BRB) and 13,733 banking agents, distributed among 5,378 Brazilian cities, and involving over 113,810
employees. In order to offer customized solutions and strengthen its relationships with its clients, the Bank provides
banking services through three customer segments: Retail, Wholesale and Government, as shown below.


- 1 -



Document Outline