Obligation BRASIL BANCO S.A. 8.5% ( USP3772WAA01 ) en USD

Société émettrice BRASIL BANCO S.A.
Prix sur le marché refresh price now   100 %  ▼ 
Pays  Bresil
Code ISIN  USP3772WAA01 ( en USD )
Coupon 8.5% par an ( paiement semestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Banco do Brasil S.A USP3772WAA01 en USD 8.5%, échéance Perpétuelle


Montant Minimal 100 000 USD
Montant de l'émission 898 512 000 USD
Cusip P3772WAA0
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Prochain Coupon 20/10/2025 ( Dans 125 jours )
Description détaillée Banco do Brasil S.A. est une banque publique brésilienne, l'une des plus grandes d'Amérique latine, offrant une large gamme de services financiers aux particuliers, aux entreprises et au secteur public.

L'Obligation émise par BRASIL BANCO S.A. ( Bresil ) , en USD, avec le code ISIN USP3772WAA01, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle








OFFERING MEMORANDUM

U.S.$1,500,000,000
Banco do Brasil S.A.
(acting through its Grand Cayman branch)



8.50% Perpetual Non-cumulative Junior
Subordinated Securities

Banco do Brasil S.A., a bank with limited liability organized as a sociedade de economia mista and accordingly a sociedade anônima
under the laws of the Federative Republic of Brazil ("Banco do Brasil" or the "Bank"), acting through its Grand Cayman branch (the "Grand
Cayman Branch"), is issuing U.S.$1,500,000,000 aggregate principal amount of 8.50% Perpetual Non-cumulative Junior Subordinated Securities
(the "Securities").
The Securities will be perpetual securities with no final maturity date and will not be subject to any mandatory redemption provisions. The
Securities may be redeemed by the Bank, at its option, on any interest payment date on or after October 20, 2020, subject to the prior approval of
the Central Bank of Brazil (Banco Central do Brasil or the "Central Bank") and any other applicable Brazilian governmental authority (if then
required). Prior to that date, the Securities will be subject to redemption by the Bank only in the event of certain changes in Brazilian bank
regulations or in the event of certain changes in Brazilian and other withholding taxes, subject to the prior approval of the Central Bank or any
other applicable Brazilian governmental authority (if then required). Unless the Bank is required not to pay interest as described below, interest
will be payable semi-annually in arrears, commencing on April 20, 2010. The Securities will be unsecured and subordinated obligations of the
Bank. See "Description of the Securities."
The Bank will be required not to pay interest on the Securities in the event payment would result in the Bank not being in
compliance with applicable capital adequacy and operational limits requirements, in the event of certain regulatory or bankruptcy
events, in the event of certain defaults and if the Bank has not paid any dividends within the applicable interest accrual period. If the
Bank does not pay interest in any of these cases, the non-payment will not constitute a payment default and interest will not accrue or
accumulate for those periods.
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 upon redemption or interest on the Securities.
Application has been made to admit the Securities 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.
It is a condition of the issuance of the Securities that they be rated at the time of issuance at least "Baa2" by Moody's Investors Service,
Inc. ("Moody's").

Investing in the Securities involves risks. See "Risk Factors" beginning on page 22.
The Securities have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") or any state securities laws.
Accordingly, the Securities are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities
Act ("Rule 144A") and outside the United States in accordance with Regulation S under the Securities Act ("Regulation S"). Prospective
investors that are qualified institutional buyers are hereby notified that the seller of the Securities 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 Securities, see
"Transfer Restrictions."

Price: 100% plus accrued interest, if any, from October 20, 2009.

Citigroup Global Markets Limited, J.P. Morgan Securities Inc. and BB Securities Ltd. (the "Initial Purchasers") expect that the Securities
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 S.A. Luxembourg ("Clearstream,
Luxembourg"), on or about October 20, 2009.
Citi J.P.Morgan
BB
Securities
Ltd.

The date of this Offering Memorandum is October 20, 2009







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 (as defined below) 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 Securities 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 Securities 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 Securities. 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
Securities 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 Securities which is material to the offering and sale
of the Securities, 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 Citigroup
Global Markets Limited or J.P. Morgan Securities Inc. or any affiliate of either or BB Securities Ltd. or its
subsidiaries 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 Securities (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 Securities 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.
ii



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.

This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
Securities 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 Securities 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 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 ("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 Securities 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 (the Comissão de Valores Mobiliários or "CVM"). Any public offering or
distribution, as defined under Brazilian laws and regulations, of the Securities 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 Securities, as well as information contained therein, may not be
supplied to the public in Brazil (as the offering of the Securities is not a public offering of securities in
Brazil), nor be used in connection with any offer for subscription or sale of the Securities 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 Securities 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.
iii




Persons wishing to offer or acquire the Securities 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 Securities are only
available to, and any invitation, offer or agreement to subscribe, purchase or acquire such Securities 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.
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
Securities 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 Securities in any Member
State of the European Economic Area which has implemented Directive 2003/71/EC (the "Prospectus
Directive") (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 Securities. Accordingly, any person making or intending to make an offer of the Securities 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
Securities 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 Securities 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 (2009 Revision) of the Cayman Islands 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 (2007 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 (2009 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 Securities or possess or distribute this Offering Memorandum and must obtain any
consent, approval or permission required for your purchase, offer or sale of the Securities 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 Securities 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, Denomination and Transfer."
The Bank and the Initial Purchasers reserve the right to withdraw the offering of the Securities at any
time or to reject a commitment to subscribe for the Securities, in whole or in part.
iv



TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS .........................................................................................................1
AVAILABLE INFORMATION........................................................................................................................3
SUMMARY .......................................................................................................................................................4
RISK FACTORS..............................................................................................................................................22
USE OF PROCEEDS.......................................................................................................................................41
PRESENTATION OF FINANCIAL INFORMATION...................................................................................42
SELECTED FINANCIAL INFORMATION ..................................................................................................44
SELECTED STATISTICAL INFORMATION...............................................................................................50
FOREIGN EXCHANGE RATES AND EXCHANGE CONTROLS .............................................................67
CAPITALIZATION.........................................................................................................................................69
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS......................................................................................................................71
BUSINESS.....................................................................................................................................................121
MATERIAL EQUITY PARTICIPATIONS..................................................................................................175
MANAGEMENT...........................................................................................................................................178
PRINCIPAL STOCKHOLDERS...................................................................................................................198
RELATED PARTY TRANSACTIONS ........................................................................................................199
THE BRAZILIAN FINANCIAL SYSTEM ..................................................................................................204
DESCRIPTION OF THE SECURITIES .......................................................................................................226
FORM, DENOMINATION AND TRANSFER ............................................................................................240
TAXATION ...................................................................................................................................................242
CERTAIN ERISA AND OTHER CONSIDERATIONS ..............................................................................251
PLAN OF DISTRIBUTION ..........................................................................................................................253
TRANSFER RESTRICTIONS ......................................................................................................................258
LEGAL MATTERS.......................................................................................................................................261
ENFORCEABILITY OF CIVIL LIABILITIES ............................................................................................262
INDEPENDENT ACCOUNTANTS .............................................................................................................264
GENERAL INFORMATION ........................................................................................................................265
INDEX TO FINANCIAL STATEMENTS.................................................................................................... F-1

v



FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes estimates and 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"), in particular under the sections entitled "Risk Factors," "Management's Discussion
and Analysis of Financial Condition and Results of Operations," "The Brazilian Financial System" and
"Business." These estimates and forward-looking statements are based principally on the Bank's current
expectations and projections about future events and financial trends that affect, or may affect, the Bank's
business and results of operations.
Estimates and forward-looking statements involve risks, uncertainties and assumptions, and, therefore,
are not a guarantee of future results. The Bank's financial condition and results of operations, as well as its
market share and competitive position, may differ substantially from those anticipated in the Bank's
forward-looking statements due to numerous factors.
Among the factors that may influence the Bank's estimates and forward-looking statements are:
·
variations in loan default rates by the Bank's clients, as well as in the Bank's recording of
provisions for doubtful loans;
·
credit risk, market risk and any other risks related to financing activities;
·
the Bank's level of capitalization;
·
the Bank's ability to implement its business strategies successfully;
·
availability and cost of funding;
·
the market value of the Brazilian federal government (the "Federal Government") securities;
·
developments in laws, regulations, taxation and governmental polices that relate to the Bank's
activities;
·
administrative and legal proceedings involving the Bank;
·
competition in the Brazilian banking market;
·
general economic, political and business conditions in Brazil;
·
inflation, appreciation or depreciation of the real and fluctuations in interest rates;
·
risks relating to the global financial crisis and the current market environment; and
·
the other risk factors discussed under the section "Risk Factors."
Statements that depend on or are related to events or future or uncertain conditions or that include the
words "believe," "will," "could," "should," "plan," "anticipate," "continue," "expect," "estimate," "intend,"
"may," "assume" and other variations, as well as similar words, are intended to identify forward-looking
statements. Forward-looking statements include information concerning the Bank's potential or assumed
future results of operations, business strategies, funding plans, competitive position, industry environment,
potential growth opportunities and the effects of future regulation and of competition. Forward-looking
statements and estimates speak only as of the date they are made, and the Bank does not undertake the
obligation to update or revise any forward-looking statements after it distributes this Offering Memorandum
to reflect new information, future events or other factors. In light of the risks and uncertainties described
above, the forward-looking events and circumstances discussed in this Offering Memorandum may not occur
or be accurate, and the Bank's future results of operations and performance may differ materially from those
set forth herein for a number of reasons. Any such forward-looking statements and estimates are not
guarantees of future performance and involve risks and uncertainties. Given such limitations, you should not
rely on these forward-looking statements in making a decision whether to invest in an issue of Securities.
1



In this Offering Memorandum, unless otherwise specified, references to "U.S.$," "$," "U.S. Dollar" or
"Dollar" are to the United States dollar; references to "R$," "real" or "reais" are to Brazilian reais, the
official currency of Brazil since July 1, 1994.
2



AVAILABLE INFORMATION
To comply with Rule 144A in connection with resales of the Securities, for so long as any Securities
remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities
Act, the Bank has agreed to furnish upon request of a holder of Securities, or of a beneficial owner of an
interest therein, to such holder or beneficial owner, or to a prospective investor designated by such holder or
beneficial owner, the information required to be delivered under Rule 144A(d)(4) under the Securities Act
and will otherwise comply with the requirements of Rule 144A(d)(4) under the Securities Act if, at the time
of such request, the Bank is neither a reporting company under Section 13 or Section 15(d) of the Exchange
Act, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
3



SUMMARY
The following summary highlights information contained in, and is qualified in its entirety by, the more
detailed information (including financial information and the notes thereto) appearing elsewhere in this
Offering Memorandum. For a discussion of certain matters that should be considered by prospective
investors, see "Risk Factors" starting on page 22.
General
The Bank is a mixed-capital company controlled by the Federal Government. It was the first Brazilian
company listed on the São Paulo Stock Exchange (BM&FBovespa S.A. ­ Bolsa de Valores, Mercadorias e
Futuros or "BM&F BOVESPA"), and the first federal institution listed on the Novo Mercado listing
segment of the BM&F BOVESPA ("Novo Mercado"). The Bank is currently the largest bank in Latin
America in terms of assets, according to data published by Economática in August 2009, with a significant
presence throughout Brazil and operations in 23 countries that are key global economic and financial centers,
including: Argentina, Bolivia, Chile, Paraguay, Peru, Uruguay and Venezuela in South America; Panama
and the Cayman Islands in Central America, Mexico and the United States in North America; England,
France, Germany, Italy, Portugal, Spain and Austria in Europe; the United Arab Emirates in the Middle East;
Hong Kong, Shanghai, Seoul and Tokyo in Asia; and Angola in Africa. In addition to its own network, the
Bank also has partnerships with correspondent banks around the world.
As of June 30, 2009, the Bank had over 53.5 million individual clients, approximately 9.6 million of
which have their salaries paid to them directly through the Bank (including approximately 5.9 million public
sector employees and 3.7 million private sector or mixed-capital company employees). The Bank has the
largest retail network in Brazil, with approximately 16,256 points of service, including 4,364 branches
located in 3,436 Brazilian municipalities. The distribution network is also comprised of an additional 564
branches and 1,268 points of service of Banco Nossa Caixa S.A. ("Nossa Caixa"). Additionally, the Bank
has more than 40,000 automated teller machines ("ATMs") that, together with the Bank's call centers and
mobile banking services, enabled clients to carry out approximately 91.4% and 90.8% of all transactions
they conducted with the Bank outside of the traditional branch environment in the six-month periods ended
June 30, 2009 and 2008, respectively.
Based on data available as of the date of this Offering Memorandum, the Bank was the leading
financial institution in Brazil, in terms of:
·
total assets, according to data published by the Central Bank and according to a ranking of Brazilian
financial institutions published by Economática;
·
total number of checking accounts with 34.7 million accounts, including accounts held at Nossa Caixa
and Banco Popular do Brasil S.A. ("Banco Popular"), of which 32.5 million were held by individuals
and 2.2 million were held by legal entities/corporations;
·
size of branch network, according to data published by the Central Bank;
·
total amount of deposits, according to data published by the Central Bank, with R$310.8 billion, of
which R$55.8 billion were judicial deposits;
·
credit portfolio balance, with a total balance of R$252.5 billion, representing 18.7% of the total credit
extended by financial institutions in the Brazilian market according to data published by the Central
Bank;
·
third-party assets under management, with a market share of 22.6% of the total asset management
market in Brazil according to data published by the Central Bank;
·
export foreign exchange transactions in terms of total contracted amount, representing 31.3% of the
total foreign exchange market in Brazil according to data published by the Central Bank;
4



·
total clients with access to products and services through the Internet (9.1 million) (not including Nossa
Caixa data), when compared to the three largest banks in Brazil in terms of total assets;
·
payroll deduction loans with a portfolio of R$29.5 billion, representing a market share of 32.6% of the
Brazilian payroll deduction loan market according to data published by the Central Bank; and
·
agricultural credit, with a total loan portfolio of R$66.7 billion, representing 61.9% of the total balance
of agricultural credit loans in Brazil according to data published by the Central Bank.
In April 2008, Standard & Poor's Rating Services ("Standard & Poor's") upgraded the Bank's credit
rating to investment grade (BBB-). At the time of the upgrade, Standard & Poor's noted that the Bank had
managed to perform its public service role as a government-owned bank without losing its competitive edge
in relation to other Brazilian financial institutions. In January 2009, Standard & Poor's published a new
report maintaining the Bank's BBB- credit rating and noting that it would not be affected by its acquisition
of a 50.00% interest in Banco Votorantim S.A.'s ("Banco Votorantim") total share capital (consisting of
49.99% of voting share capital and 50.01% of non-voting share capital).
As a multiple-service bank, the Bank offers a full range of financial products and certain non-financial
products, including personal and corporate credit transactions, financing for the Brazilian agribusiness
sector, credit and debit cards, insurance and private pension plans, international banking services (such as
foreign exchange and foreign trade financing), treasury transactions, financial and capital markets
transactions and third-party asset management. The Bank also provides vehicle and real estate financing
and, at the end of 2006, began providing credit services to account holders and non-account holders through
licensed dealers and multibrand stores registered with the Bank.
In addition to operating as a multiple-service bank, the Bank's corporate group includes several
subsidiaries that offer additional products and services. Through its investment bank, BB Banco de
Investimento S.A. ("BB Investimentos"), the Bank holds equity interests in companies involved in
insurance, pension plans and capitalization (which is a form of savings account entitling holders to
participate in periodic drawings for cash prizes). The Bank also sponsors two entities for the benefit of its
employees, Caixa de Previdência dos Funcionários do Banco do Brasil, a private pension fund funded by
the Bank and its employees ("PREVI"), and Caixa de Assistência dos Funcionários do Banco do Brasil, a
general welfare fund for the Bank's employees ("CASSI"). In addition, the Bank invests in culture, sports,
education programs and employment and income programs through the Fundação Banco do Brasil ("FBB"),
a non-profit foundation that contributes to development projects in communities throughout Brazil.
The following table presents certain key consolidated information about the Bank as of and for the
periods indicated:
As of and for the six-month
period ended


June 30,

As of and for the year ended December 31,



2009

2008

2008

2007

2006(5)



(in R$ billion, except where otherwise indicated)

Assets ..........................................................
598.8
416.1
521.3
367.2
296.3
Credit portfolio(1).........................................
234.7
178.9
210.9
150.4
124.5
Deposits.......................................................
310.8
195.2
270.8
188.3
158.8
Stockholders' equity....................................
32.4
26.4
29.9
24.3
20.7
Net income ..................................................
4.0
4.0
8.8
5.1
6.0
Return on equity (ROE) (in %) ...................
27.4
34.0
32.5
22.5
32.1
Cost/income ratio(2) (in %) ..........................
42.1
45.4
45.3
46.2
47.7
Basel index(3) (in %) ....................................
15.7
13.1
15.6
15.6
17.3
5