Obligation Itau Unibanco Cayman 10.5% ( US46556MAC64 ) en BRL

Société émettrice Itau Unibanco Cayman
Prix sur le marché 100 %  ▲ 
Pays  Bresil
Code ISIN  US46556MAC64 ( en BRL )
Coupon 10.5% par an ( paiement annuel )
Echéance 23/11/2015 - Obligation échue



Prospectus brochure de l'obligation Itau Unibanco (Grand Cayman Branch) US46556MAC64 en BRL 10.5%, échue


Montant Minimal 150 000 BRL
Montant de l'émission 500 000 000 BRL
Cusip 46556MAC6
Description détaillée ITAU Unibanco (Grand Cayman Branch) est une succursale internationale de la banque brésilienne ITau Unibanco Holding S.A., offrant des services financiers aux entreprises et aux clients fortunés dans les îles Caïmans.

L'Obligation émise par Itau Unibanco Cayman ( Bresil ) , en BRL, avec le code ISIN US46556MAC64, paye un coupon de 10.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/11/2015







OFFERING MEMORANDUM
Itaú Unibanco Holding S.A.
a sociedade por aço~es incorporated in the Federative Republic of Brazil
acting through its head office or its Cayman Islands Branch
US$10,000,000,000
Global Medium-Term Note Programme
Under the global medium-term note programme (the "Programme"), Itaú Unibanco Holding S.A. (acting through its head office or its Cayman
Islands Branch) (the "Issuer") may from time to time issue medium-term notes denominated in U.S. dollars or in such other currencies as may be agreed
with the Dealers (as defined below). Such notes will be either unsecured and unsubordinated obligations of the Issuer ranking equally in right of payment
with its other present and future unsecured and unsubordinated indebtedness (the "Senior Notes") or unsecured and subordinated obligations of the
Issuer subordinated in right of payment to its present and future Senior Liabilities (as defined in "Terms and Conditions of the Subordinated Notes") as
described herein (the "Subordinated Notes" and, together with the Senior Notes, the "Notes"). The Notes will have maturities from 30 days in the case
of Senior Notes and five years in the case of Subordinated Notes from the date of issue (except as set out herein). The Notes may bear interest on a fixed
or floating rate basis, or be issued on a fully discounted basis and not bear interest. The maximum aggregate nominal amount of all Notes issued and
outstanding under the Programme will not exceed US$10,000,000,000 (or its equivalent in other currencies at the time of agreement to issue), subject to
any duly authorised increase as further described herein. Notes will be issued in one or more series (each a "Series") having one or more issue dates and
the same maturity date, bearing interest on the same basis and at the same rate, and on terms otherwise identical (except in relation to interest
commencement dates and matters related thereto). Each Series may be issued in one or more tranches (each a "Tranche") on different issue dates. Each
Series of the Senior Notes will be all in bearer form or all in registered form, and each Series of the Subordinated Notes will be all in registered form.
Details applicable to each Tranche will be specified in final terms issued in respect of such Tranche (the relevant "Final Terms").
Payment of principal on the Subordinated Notes may be accelerated only in the case of certain events involving our bankruptcy, dissolution,
suspension of payment on or failure or inability to pay all or a material part of (or of a particular type of) our debts generally as they become due or
similar events. We will only be required to make payment on acceleration after we have been declared bankrupt, have been dissolved or suspend payment
on or fail or are unable to pay all or a material part of (or of a particular type of) our debts generally as they become due. There will be no right of
acceleration in the case of default in the performance of any of our covenants, including the payment of principal or interest in respect of the
Subordinated Notes.
Prospective investors should consider the factors described under "Risk Factors" included in this
Offering Memorandum.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of 12 months from the date of this
Offering Memorandum to be listed on the official list of the Luxembourg Stock Exchange and to be admitted to trading on the Euro MTF Market of that
exchange (the "Euro MTF Market"). References in this Offering Memorandum to Notes being "listed" (and all related references) mean that such Notes
have been admitted to trading on the Euro MTF Market. However, Notes may be issued under the Programme that will not be listed on the Euro MTF Market
or any other stock exchange, and the Final Terms applicable to a Series will specify whether or not the Notes of such Series will be listed on the Euro MTF
Market or any other stock exchange. With respect to the Programme and any listed Note issued under the Programme, there can be no assurance that a listing
on the Euro MTF Market or any other stock exchange will be achieved prior to the launch date of the Programme or the issue date of any Notes or otherwise.
This Offering Memorandum constitutes a prospectus for the purpose of the Luxembourg law of 10 July 2005 on prospectuses for securities and may be used
in connection with listings on the official list of the Luxembourg Stock Exchange for a period of one year from the date hereof.
WE HAVE NOT REGISTERED AND WILL NOT REGISTER THE NOTES UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THE NOTES MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO
U.S. TAX LAW REQUIREMENTS. ACCORDINGLY, THE NOTES ARE BEING OFFERED AND SOLD ONLY (I) IN THE UNITED
STATES TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND (II) OUTSIDE
THE UNITED STATES IN OFFSHORE TRANSACTIONS TO NON-U.S. PERSONS IN ACCORDANCE WITH REGULATION S UNDER
THE SECURITIES ACT. BECAUSE THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED, THEY ARE SUBJECT TO
RESTRICTIONS ON RESALES AND TRANSFERS DESCRIBED UNDER "SUBSCRIPTION AND SALE" AND "TRANSFER
RESTRICTIONS."
The Notes may be offered by us through one or more dealers appointed from time to time by us (each a "Dealer" and together the "Dealers") on a
continuous basis or through syndicated placements. The applicable Final Terms will specify the Dealer, Dealers or syndicate of Dealers through which
the Notes of a particular Series will be offered. Notes may also be sold to a Dealer or Dealers as principal, at negotiated discounts or otherwise, and Notes
may be sold to or through syndicates of financial institutions for which a Dealer will act as lead manager. We may also offer Notes directly to purchasers.
This Offering Memorandum should be read together with the applicable Final Terms, any supplemental information and any documents
incorporated herein by reference.
Arrangers and Dealers
Goldman, Sachs & Co.
Itaú
Morgan Stanley
The date of this Offering Memorandum is March 29, 2010.


TABLE OF CONTENTS
MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
ENFORCEABILITY OF JUDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . .
ix
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION . . . . . . . . . . . . . . . . . . .
x
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
THE OFFERING OF THE SENIOR NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
THE OFFERING OF THE SUBORDINATED NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
SELECTED FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
SELECTED STATISTICAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
DESCRIPTION OF THE CAYMAN ISLANDS BRANCH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
PRINCIPAL SHAREHOLDERS AND DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160
RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163
THE BRAZILIAN FINANCIAL SYSTEM AND BANKING REGULATION . . . . . . . . . . . . . . . . . . . . . 166
THE CAYMAN ISLANDS REGULATORY SYSTEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186
TERMS AND CONDITIONS OF THE SENIOR NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187
TERMS AND CONDITIONS OF THE SUBORDINATED NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219
FORM OF THE NOTES; BOOK ENTRY AND TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253
CERTAIN ERISA AND OTHER CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 262
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263
TRANSFER RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 267
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272
ANNEX A -- SUMMARY OF CERTAIN DIFFERENCES BETWEEN BRAZILIAN GAAP AND U.S.
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
ANNEX B -- INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
ANNEX C -- FORM OF FINAL TERMS OF THE SENIOR NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
ANNEX D -- FORM OF FINAL TERMS OF THE SUBORDINATED NOTES . . . . . . . . . . . . . . . . . . . D-1
In this Offering Memorandum, except where otherwise specified or the context otherwise requires, all
references to "we", "us", "our" or "ourselves" are references to Itaú Unibanco Holding S.A. ("Itaú Unibanco
Holding") and its subsidiaries, except where otherwise specified or the context otherwise requires. The "Issuer"
refers to Itaú Unibanco Holding, or any successor thereof, whether acting through its head office or its Cayman
Islands Branch, except where otherwise specified or the context otherwise requires. The business of Itaú Unibanco
Holding is described in this Offering Memorandum on a consolidated basis, except where otherwise specified or


where the context otherwise requires. The term "Brazil" refers to the Federative Republic of Brazil. The phrase
"Brazilian government" refers to the federal government of the Federative Republic of Brazil.
Itaú Unibanco Holding is the parent of two main operating subsidiaries: Itaú Unibanco S.A. ("Itaú Unibanco")
and Banco Itaú BBA S.A. ("Itaú BBA"). Together with its subsidiaries and affiliates, Itaú Unibanco Holding is
referred to in this Offering Memorandum as the "Itaú Unibanco Group." Itaú Unibanco carries on our commercial
banking, consumer credit and other financial activities. Itaú BBA carries on our corporate and investment banking
activities. On February 18, 2009, the Central Bank of Brazil (the "Central Bank") approved a series of transactions
whereby the operations of Banco Itaú Holding Financeira S.A. (now Itaú Unibanco Holding S.A.) and its subsidiaries
("Banco Itaú Holding") and Unibanco Holdings S.A., including its subsidiary Unibanco -- Unia~o de Banco
Brasileiros S.A. ("Unibanco") and Unibanco's subsidiaries ("Unibanco Holdings"), were merged.
Prospective purchasers of the Notes should be aware that the Notes are not guaranteed by, nor do they
constitute, an obligation of Itaú Unibanco or any other subsidiary of Itaú Unibanco Holding.
Having made all reasonable enquiries, the Issuer confirms that this Offering Memorandum, when taken together
with the relevant Final Terms, contains all information with respect to the Issuer, its subsidiaries and affiliates taken as
a whole and the Programme and the Notes to be issued under the Programme which is material in the context of the
issue and offering of the Notes, that such information contained in this Offering Memorandum is true and accurate in
all material respects and is not misleading, that the opinions and intentions expressed in this Offering Memorandum
are honestly held and have been reached after considering all relevant circumstances and are based on reasonable
assumptions, and that there are no other facts the omission of which would, in the context of the offering and issue of
the Notes hereunder, make any statement in this Offering Memorandum, when taken together with the relevant Final
Terms as a whole, misleading in any material respect. The Issuer accepts responsibility accordingly.
This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any of the
Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or
solicitation. The distribution of this Offering Memorandum and the offering of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Offering Memorandum comes are required by the
Issuer, the Dealers and the Trustee (as defined hereinafter) to inform themselves about and to observe any such
restrictions. For a description of certain further restrictions on offers and sales of Notes and distribution of this
Offering Memorandum, see "Subscription and Sale."
You should rely only on the information contained in or incorporated into this Offering Memorandum. No
person is authorised to give any information or to make any representation not contained in or incorporated into this
Offering Memorandum and any information or representation not so contained or incorporated must not be relied
upon as having been authorised by or on behalf of the Issuer, any of the Dealers or the Trustee. The information
contained in this Offering Memorandum is accurate only as of the date of this Offering Memorandum and
information incorporated by reference is accurate only as of the date of the document in which it is contained. The
delivery of this Offering Memorandum at any time does not imply that the information contained in or incorporated
into it is correct as at any time subsequent to its date, regardless of such time of delivery of this Offering
Memorandum or of any sale of Notes.
This Offering Memorandum contains summaries intended to be accurate with respect to certain terms of
certain documents, but reference is made to the actual document, all of which will be made available to you upon
request to us when available, for complete information with respect thereto, and all such summaries are qualified in
their entirety by such reference.
In receiving this Offering Memorandum and any supplement (including any relevant Final Terms), you hereby
acknowledge that (i) you have been afforded an opportunity to request from us and to review, and have received, all
additional public information considered by you to be necessary to verify the accuracy of, or to supplement, the
information contained or incorporated by reference herein, (ii) you have had the opportunity to review all of the
documents described or incorporated by reference herein, (iii) you have not relied on the Dealers or any person
affiliated with the Dealers in connection with any investigation of the accuracy of such information or the
investment decision and (iv) no person has been authorised to give any information or to make any representation
ii


concerning us or the Notes (other than as contained or incorporated by reference herein) and, if given or made, you
should not rely upon any such other information or representation as having been authorised by us or the Dealers.
IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION
OF OUR BUSINESS AND THE TERMS OF THE SECURITIES OFFERED BY THIS OFFERING
MEMORANDUM, INCLUDING THE MERITS AND RISKS INVOLVED. THE NOTES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION
("SEC"), ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER
U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS OFFERING MEMORANDUM.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT, OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND THE NOTES MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW
REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED,
SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S). THIS OFFERING
MEMORANDUM HAS BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH
THE
OFFER
AND
SALE
OF
THE
NOTES
OUTSIDE
THE
UNITED
STATES
TO
NON-U.S. PERSONS IN RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES TO
"QUALIFIED INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144A AND FOR LISTING OF
THE NOTES ON THE EURO MTF MARKET OF THE LUXEMBOURG STOCK EXCHANGE. THE
NOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PROSPECTIVE PURCHASERS
ARE HEREBY NOTIFIED THAT SELLERS OF THE NOTES MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A. AS A PROSPECTIVE PURCHASER, YOU SHOULD BE AWARE THAT YOU MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS
ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THIS OFFERING
MEMORANDUM, SEE "SUBSCRIPTION AND SALE" AND "TRANSFER RESTRICTIONS."
The Notes have not been, and will not be, registered with the Brazilian Securities Commission (Comissa~o 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, as amended,
and Instruction No. 400, issued by the CVM on December 29, 2003, as amended. Documents relating to an offering
of Notes by this Offering Memorandum, as well as information contained therein, may not be supplied to the public
in Brazil (as an offering of Notes by this Offering Memorandum is not a public offering of the Notes in Brazil), nor
be used in connection with any offer for subscription or sale of the Notes to the public in Brazil. The Dealers have
agreed not to offer or sell the Notes in Brazil, except in circumstances which do not constitute a public offering or
distribution of securities under applicable Brazilian laws and regulations.
This offering memorandum is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) persons falling within Article 49(2)(a) to (d) of
the Order or (iv) persons to whom this offering memorandum may otherwise lawfully be communicated (all such
persons together being referred to as "relevant persons"). The Notes are only offered to, and no invitation, offer or
agreement to subscribe, purchase or otherwise acquire the Notes may be proposed or made other than with relevant
persons. Any person who is not a relevant person should not act or rely on this Offering Memorandum or any of its
contents. For a description of certain restrictions on offers and sales of Notes and the distribution of this offering
memorandum in the United Kingdom, see "Subscription and Sale."
iii


This offering memorandum is not a prospectus which has been approved by the Financial Services Authority
or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and
Markets Act 2000 (the "FSMA").
No invitation whether directly or indirectly may be made to members of the public in the Cayman Islands to
subscribe for the Notes unless the Issuer is listed on the Cayman Islands Stock Exchange.
Neither this Offering Memorandum nor any other material relating to the Notes will be offered, sold,
distributed or otherwise made available in the Grand Duchy of Luxembourg other than in compliance with the law
of 10 July 2005 on prospectuses for securities.
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 ANNOTATED, 1955, AS AMENDED, 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
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 HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, 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.
Each prospective purchaser of the Notes must comply with all applicable laws and regulations in force in any
jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission
required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any
jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor any Dealer
shall have any responsibility therefor.
We have prepared this Offering Memorandum solely for use in connection with the offer and sale of the Notes
in the United States to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act
("Rule 144A") and outside the United States to non-U.S. persons in accordance with Regulation S under the
Securities Act ("Regulation S"). You agree that you will hold the information contained in this Offering
Memorandum and the transaction contemplated hereby in confidence. You may not distribute this Offering
Memorandum to any person, other than a person retained to advise you in connection with the purchase of the
Notes. Notwithstanding anything to the contrary contained herein, each prospective investor (and each employee,
representative or other agent of each prospective investor) may disclose to any and all persons, without limitation of
any kind, the U.S. federal income tax treatment and US federal income tax structure (as such terms are used in
Sections 6011, 6111 and 6112 of the U.S. Internal Revenue Code of 1986, as amended, (the "Code") and the
Treasury Regulations promulgated thereunder) of an offering of the Notes pursuant to this Offering Memorandum
and all materials of any kind (including opinions or other tax analyses) that are provided relating to such tax
treatment and tax structure.
Certain amounts included in this Offering Memorandum have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetical aggregation of the figures preceding them.
References herein to "US$," "$," "U.S. dollars" or "dollars" are to United States dollars, references to
"Brazilian real," "Brazilian reais," "real," "reais" or "R$" are to Brazilian reais, the official currency of Brazil
since July 1, 1994, references to "CI$" are to Cayman Islands dollars, references to "Euro" and "E" are to the lawful
currency of the member states of the European Union (the "EU") that adopt the single currency in accordance with
the treaty, as amended, establishing the European Community, references to "Yen" are to the Japanese Yen, the
iv


official currency of Japan, and references to "Sterling" are to Pounds Sterling. References to "billions" are to
thousands of millions.
Our operations are based primarily in Brazil and the financial statements contained in this Offering
Memorandum are expressed in reais. The selling rate of reais for U.S. dollars on March 25, 2010 was
R$1.8008 per US$1.00. Further information regarding the exchange rate system in Brazil is given under
"Exchange Rates."
See "Risk Factors" in this Offering Memorandum for a description of certain factors relating to an investment
in the Notes, including information about our business. None of us, the Dealers and any of our or their respective
representatives is making any representation to you regarding the legality of an investment by you under applicable
legal investment or similar laws. You should consult with your own advisers as to legal, tax, business, financial and
related aspects of a purchase of the Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) may over-
allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that
which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on
behalf of the Stabilising Manager(s)) will undertake stabilisation action. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made
and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.
MARKET DATA
Certain industry data presented herein have been derived from the following sources: Sistema de Informaço~es
do Banco Central ("SISBACEN"), a database of information provided by financial institutions to the Central Bank;
the Brazilian Association of Leasing Companies (Associaça~o Brasileira de Empresas de Leasing or "ABEL"); the
National Economic and Social Development Bank (Banco Nacional de Desenvolvimento Econômico e Social or
"BNDES"); the Brazilian Financial and Capital Market Association (Associaça~o Brasileira das Entidades dos
Mercados Financeiros e de Capitais or "ANBIMA"); the National Monetary Council (Conselho Monetário
Nacional or "CMN"); and the Superintendency of Private Insurance (Superintendência de Seguros Privados or
"SUSEP"). Such data has been accurately reproduced and, as far as the Issuer can ascertain from data published by
such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.
However, such data have not been independently verified, and neither the Issuer nor any of the Dealers makes any
representation as to the accuracy of such data.
v


ENFORCEABILITY OF JUDGMENTS
Cayman Islands
We have been advised by Maples and Calder, our Cayman Islands legal counsel, that although there is no
statutory enforcement in the Cayman Islands of judgments obtained in England, New York or Brazil, a judgment
obtained in such jurisdiction will be recognised and enforced in the courts of the Cayman Islands at common law,
without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment
debt in the Grand Court of the Cayman Islands, provided such judgment: (i) is given by a foreign court of competent
jurisdiction; (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been
given; (iii) is final; (iv) is not in respect of taxes, a fine or a penalty; and (v) was not obtained in a manner and is not of a
kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
Brazil
A final conclusive judgment for the payment of money rendered by any English court or any New York state or
federal court sitting in New York City in respect of the Notes would be recognised in the courts of Brazil (to the
extent that Brazilian courts may have jurisdiction), and such courts would enforce such judgment without any retrial
or re-examination of the merits of the original action only if such judgment has been previously ratified by the
Brazilian Federal Superior Court of Justice (Superior Tribunal de Justiça or the "Superior Court of Justice"), such
ratification being available only if:
· the judgment fulfils all formalities required for its enforceability under the laws of England or of the State of
New York and the United States of America;
· the judgment contemplates an order to pay a determined sum of money;
· the judgment is issued by a competent court after proper service of process on the parties, which service must
comply with Brazilian law if made in Brazil or, after sufficient evidence of the parties' absence has been
given, as established pursuant to applicable law;
· the judgment is not subject to appeal;
· the judgment is authenticated by the Brazilian consulate in England or in the State of New York and is
accompanied by a sworn translation into Portuguese; and
· the judgment is not against Brazilian public policy, good morals or national sovereignty.
Notwithstanding the foregoing, no assurance can be given that such ratification would be obtained, that the
process described above could be conducted in a timely manner or that a Brazilian court would enforce a monetary
judgment for violation of English or U.S. securities laws with respect to the Notes.
Further, we note that:
· civil actions may be brought before Brazilian courts in connection with the offer and sale of Notes under the
Programme based solely on the securities laws of England or the federal securities laws of the United States
and that Brazilian courts may enforce such liabilities in such actions against us (provided that the provisions
of such laws do not contravene Brazilian public policy, good morals or national sovereignty and provided
further that Brazilian courts can assert jurisdiction over the particular action);
· the ability of a judgment creditor to satisfy a judgment by attaching certain of our assets is limited by
provisions of Brazilian law;
· pursuant to Article 835 of the Brazilian Code of Civil Procedure, a plaintiff, whether Brazilian or non-
Brazilian, who resides outside Brazil or is outside Brazil during the course of the litigation in Brazil and who
does not own real property in Brazil, must post a bond to secure the payment of the defendant's legal fees and
court expenses. The bond must have a value sufficient to satisfy the payment of court fees and the
defendant's attorney fees, as determined by a Brazilian judge. This requirement does not apply (i) pursuant
to Article 836 of the Brazilian Code of Civil Procedure, in case of collection claims based on an instrument
(which does not include the Notes issued hereunder) that may be enforced in Brazilian courts without the
vi


review of its merit (título executivo extrajudicial) or counterclaims (reconvenço~es); and (ii) to the
enforcement of foreign judgments which have been duly confirmed by the Superior Court of Justice;
· interlocutory decisions ordering measures over the course of a procedure do not need to be ratified by the
Superior Court of Justice. These measures may be accomplished by a simple inquiry letter, and interested
parties may challenge compliance by means of motions; and
· in addition to the ratification of a final decision, Brazilian law requires due process to obtain a writ of
execution in order to enforce such decision. Such due process consists of certain enforcement proceedings to
be carried out before federal courts pursuant to the Brazilian Code of Civil Procedure. No assurance can be
given that such writ of execution would be obtained in a timely manner.
Notwithstanding the foregoing, no assurance can be given that the process described above can be conducted in
a timely manner.
vii


DOCUMENTS INCORPORATED BY REFERENCE
We incorporate by reference in this Offering Memorandum the documents described below. This means:
· we can disclose important information to you by referring you to those documents;
· information incorporated by reference is considered to be part of this Offering Memorandum, even though it
is not repeated in this Offering Memorandum; and
· information that we make available later on the Quarterly Update Web Site (as defined below) will
automatically update and supersede the information in this Offering Memorandum.
As of the date of this Offering Memorandum, there are no documents incorporated by reference. We
incorporate by reference in this Offering Memorandum the following documents that we will regularly make
available to investors on our website at http://www.itauunibancoir.com/docs (the "Quarterly Update Web Site").
· our most recently published interim consolidated financial statements, from time to time, in each case
prepared in accordance with generally accepted accounting principles in Brazil ("Brazilian GAAP") and in
the English language; and
· a quarterly MD&A (Management's Discussion and Analysis of Financial Conditions and Results of
Operations) made available on the Quarterly Update Web Site subsequent to publication of our interim
consolidated financial statements prepared in accordance with Brazilian GAAP, including a discussion of
material recent developments since the date of our most recent consolidated financial statements.
All documents made available by us on the Quarterly Update Web Site from the date of this Offering
Memorandum and prior to the termination of this Programme shall also be deemed to be incorporated by reference
in this Offering Memorandum. References to this "Offering Memorandum" shall mean this document and all
documents from time to time incorporated herein by reference. Upon publication of the annual update of this
Offering Memorandum based on our most recent annual audited consolidated financial statements, we will remove
from the Quarterly Update Web Site all documents made available thereon prior to such date and after such date
such documents will be deemed no longer to be incorporated by reference into this Offering Memorandum.
We will, at the specified office of our Listing Agent (as hereinafter defined), provide, without charge, a copy of
this Offering Memorandum and a copy of any or all of the documents incorporated herein by reference, where such
documents will be available free of charge to any interested person. We have agreed to furnish to the Luxembourg
Stock Exchange all such information as required by the rules of the Luxembourg Stock Exchange in connection
with the listing on the Luxembourg Stock Exchange of the Notes. We shall, during the continuance of the
Programme, prepare a supplement to this information memorandum whenever required by the rules of the
Luxembourg Stock Exchange. Documents incorporated by reference after the date of this Offering
Memorandum will not be published on the Luxembourg Stock Exchange website.
Other than the information made available to investors on the Quarterly Update Web Site in connection with
this Programme, no information on our website, www.itau.com.br, is part of, or incorporated by reference in, this
Offering Memorandum.
viii


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains statements that are or may constitute forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the United States Securities Exchange Act of
1934, as amended (the "Exchange Act"). We have based these forward-looking statements largely on our current
expectations and projections about future events and financial trends affecting our business. These forward-looking
statements are subject to risks, uncertainties and assumptions including, among other risks:
· General economic, political and business conditions in Brazil and changes in interest rates, exchange rates
and the performance of financial markets;
· Disruptions and volatility in the global financial markets;
· Difficulties in integrating acquired or merged businesses;
· Government regulations and tax laws and changes therein;
· Competition and industry consolidation;
· Increases in reserve and compulsory deposit requirements;
· Changes in our loan, securities and derivatives portfolios;
· Our exposure to Brazilian federal government debt;
· Incorrect pricing expectations and inadequate reserves;
· Effectiveness of our risk management policies;
· Losses associated with counterparty exposures;
· The ability of our controlling shareholder to direct our business;
· Regulation of our business on a consolidated basis; and
· Other risk factors as set forth under "Risk Factors."
The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words
are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.
We undertake no obligation to update publicly or revise any forward-looking statements because of new
information, future events or otherwise. In light of these risks and uncertainties, the forward-looking
information, events and circumstances discussed in this Offering Memorandum might not occur. Our actual
results and performance could differ substantially from those anticipated in such forward-looking statements.
ix


Document Outline