Financial Statements Banco Sofisa SA and Subsidiaries
Transcription
Financial Statements Banco Sofisa SA and Subsidiaries
Financial Statements Banco Sofisa S.A. and Subsidiaries December 31, 2011 and 2010 with Independent auditor's report Banco Sofisa S.A. and Subsidiaries December 31, 2011 and 2010 Contents Independent auditor's report on financial statements............................................ 1 Audited Financial Statements Balance sheets .................................................................................................... Statements of income .......................................................................................... Statements of changes in shareholders’ equity ................................................... Statements of cash flows ...................................................................................... Statements of value added ................................................................................... Notes to the financial statements .......................................................................... 3 6 7 9 10 11 Condomínio São Luiz Av. Pres. Juscelino Kubitschek, 1830 Torre I - 8º Andar - Itaim Bibi 04543-900 - São Paulo, SP, Brasil Tel: (5511) 2573-3000 Fax: (5511) 2573-5780 www.ey.com.br A free translation from Portuguese into English of Independent Auditor’s Report on financial statements prepared in accordance with accounting practices adopted in Brazil, applicable to institutions authorized to operate by Central Bank of Brazil Independent auditor´s report on financial statements The Shareholders, Board of Directors and Officers Banco Sofisa S.A. We have audited the accompanying individual financial statements of Banco Sofisa S.A. (“Bank”) and the consolidated financial statements of Banco Sofisa S.A. and subsidiaries (“Consolidated”), which comprise the balance sheets as of December 31, 2011, and the statements of income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting practices and other explanatory information. Management's responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank of Brazil (BACEN), and for such internal controls as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Independent auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Brazilian and International standards on auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the preparation and fair presentation of the Bank’s and Consolidated financial statements in order to plan audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of the Bank’s and Consolidated internal controls. An audit also includes evaluating the appropriateness of accounting practices used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1 Uma empresa-membro da Ernst & Young Global Limited Opinion In our opinion, the individual and consolidated financial statements referred to above present fairly, in all material respects, the financial position of Banco Sofisa S.A. and Banco Sofisa S.A. and Subsidiaries at December 31, 2011, and its financial performance and cash flows for the year then ended, in accordance with accounting practices adopted in Brazil applicable to financial institutions authorized to operate by the Central Bank of Brazil. Emphasis of matter As mentioned in note 13 (b), the Bank's Management is analyzing the accounting treatment to be applied to income tax credits in the amount of R$ 67,811 thousand, recorded at December 31, 2011. Other matters Statements of value added We have also examined the individual and consolidated statements of value added (SVA) for the year ended December 31, 2011, which is required by the Brazilian Corporation Law. The document was prepared under the responsibility of Management. The financial statements herein have been submitted to the same audit procedures previously described and, in our opinion are adequately presented, in all material aspects, regarding the financial statements taken as a whole. São Paulo, March 5, 2012. ERNST & YOUNG TERCO Auditores Independentes S.S. CRC-2SP015199/O-6 Eduardo Braga Perdigão Accountant CRC- 1CE013803/O-8 “S”-SP 2 A free translation from Portuguese into English of financial statements prepared in accordance with accounting practices adopted in Brazil applicable to institutions authorized to operate by Central Bank of Brazil Banco Sofisa S.A. and Subsidiaries Balance sheets December 31, 2011 and 2010 (In thousands of reais) Sofisa Consolidated 12/31/2011 12/31/2010 Assets Current assets Cash and banks Short-term interbank investments Funds obtained in open market (Note 6a) Investment in interbank deposits (Note 6b) Investment in foreign currencies (Note 6c) Marketable securities and derivatives financial instruments (Note 7) Own portfolio Derivative financial instruments Linked to guarantees provided Interbank relations (Note 8) Linked credits Deposits in the Central Bank of Brazil Correspondent banks Credit operations Credit operations (Note 9) Public sector Private sector Allowance for loan losses (Note 10) Leasing operations Receivable loans and subloans (Note 9) Private sector Allowance for loan losses (Note 10) Other credits Foreign exchange portfolio (Note 11) Income receivable Securities trading Sundry (Note 13) Allowance for loan losses (Note 10) Other assets (Note 14) Foreclosed assets Prepaid expenses 3 Banco Sofisa 12/31/2011 12/31/2010 2,887,542 47,431 765,801 681,880 58,405 25,516 2,104,299 29,517 128,003 20,005 100,815 7,183 2,756,455 22,120 765,801 681,880 58,405 25,516 1,949,243 18,888 128,003 20,005 100,815 7,183 224,930 180,708 44,106 116 14,075 128,901 111,470 8,470 8,961 38,793 206,900 162,678 44,106 116 14,075 75,745 58,315 8,469 8,961 38,793 13,905 170 1,428,058 38,663 130 1,412,880 13,905 170 1,429,847 38,663 130 1,395,020 33,432 1,504,874 (110,248) 66,082 40,453 1,488,944 (116,517) 99,112 33,432 1,505,264 (108,849) 66,082 40,453 1,467,176 (112,609) 99,112 74,141 (8,059) 264,392 77,996 1,002 744 186,002 (1,352) 76,773 66,164 10,609 114,811 (15,699) 181,986 25,733 4,493 7,829 144,334 (403) 85,107 73,747 11,360 74,141 (8,059) 208,116 77,996 1,002 744 129,726 (1,352) 43,514 35,462 8,052 114,811 (15,699) 138,862 25,733 3,383 4,113 106,036 (403) 54,820 43,526 11,294 Long-term receivables Short-term interbank investments Investment in interbank deposits (Note 6b) Marketable securities and derivative financial instruments (Note 7) Own portfolio Linked to repurchase agreement Derivatives financial instruments Linked to guarantees provided Credit operations Credit operations (Note 9) Public sector Private sector Leasing operations Receivable loans and sub-loans (Note 9) Private sector Other credits Income receivable Sundry (Note 13) Other assets (Note 14) Prepaid expenses Permanent Investments Investment in subsidiaries In Brazil Abroad Other investments Other investments Allowance for losses Property and equipment in use (Note 15) Property in use Construction in progress Other property and equipment in use Accumulated depreciation Deferred Organization and expansion expenses Accumulated amortization Intangible assets Intangible assets Total assets 4 Sofisa Consolidated 12/31/2011 12/31/2010 1,242,806 2,198,603 8,698 2,967 8,698 2,967 Banco Sofisa 12/31/2011 12/31/2010 1,213,242 2,126,881 8,698 56,872 8,698 56,872 598,958 497,583 10,976 27,693 62,706 394,293 1,163,927 1,026,222 45,460 14,254 77,991 693,231 584,554 493,347 10,976 17,525 62,706 392,742 1,063,614 940,046 45,460 117 77,991 683,202 8,568 385,725 36,015 18,337 674,894 90,823 8,568 384,174 36,015 18,337 664,865 90,823 36,015 194,942 5,361 189,581 9,900 9,900 101.873 42,522 41,614 41,614 908 958 (50) 49,977 51,051 489 13,046 (14,609) 3,241 9,390 (6,149) 6,133 6,133 90,823 221,455 3,555 217,900 26,200 26,200 70,801 6,825 2,636 2,636 4,189 4,240 (51) 54,163 53,143 520 12,565 (12,065) 4,260 9,535 (5,275) 5,553 5,553 36,015 181,314 5,361 175,953 9,919 9,919 448,916 432,691 431,784 384,795 46,989 907 956 (49) 6,976 3,286 85 10,319 (6,714) 3,116 9,210 (6,094) 6,133 6,133 90,823 206,229 3,555 202,674 26,141 26,141 382,587 366,071 365,164 324,047 41,117 907 956 (49) 6,959 3,286 169 9,294 (5,790) 4,004 9,210 (5,206) 5,553 5,553 4,232,221 4,373,703 4,418,613 4,458,711 Liabilities Current Deposits (Note 16) Demand deposits Interbank deposits Time deposits Deposits for investments Funds obtained in open market (Note 17) Own portfolio Foreign exchange funding (Note 16) Funds from housing notes, mortgage credits and other Interbank and interbranch accounts Receivables and payments to settle Third party funds in transit Loan obligations Local borrowing (Note 18a) Foreign borrowing (Note 18a) Local Loan obligations – Official institutions Onlending obligations - BNDES (Note 18b) Onlending obligations – FINAME (Note 18c) Foreign onlending Foreign onlendings (Note 18d) Derivative financial instruments (Note 7d) Swap – Difference payable Future market Options' premium Other obligations Collection and transfer of taxes and levies Foreign exchange portfolio (Note 11) Social and statutory Tax and social security (Note 19) Securities trading (Note 20) Sundry (Note 21) Long-term liabilities Deposits (Note 16) Interbank deposits Time deposits Foreign exchange funding (Note 16) Funds from housing notes, mortgage credits and other Loan obligations (Local) - Official institutions Onlending obligations - BNDES (Note 18b) Onlending obligations – FINAME (Note 18c) Foreign onlending Foreign onlendings (Note 18d) Derivative financial instruments (Note 7d) Swap – Difference payable Other obligations Tax and social security (Note 19) Sundry (Note 21) Future income Shareholders’ equity (Note 22) Capital: From local residents Capital reserve Revaluation reserve Profit reserve Equity evaluation Total Liabilities and shareholders’ equity See accompanying notes. 5 Sofisa Consolidated 12/31/2011 12/31/2010 1,478,609 1,853,167 799,385 1,209,862 70,899 124,674 4,081 28,032 724,405 1,057,114 42 11,254 45,149 11,254 45,149 37,750 19,419 37,750 19,419 2 80 11 2 69 195,441 211,625 7,391 188,050 211,625 22,164 40,152 9,021 22,791 13,143 17,361 138,177 20,523 138,177 20,523 4,745 7,810 4,745 7,249 560 1 269,691 298,547 317 621 19,232 1,882 7,354 7,906 91,846 96,817 40 2,270 150,902 189,051 1,955,498 1,749,506 1,559,999 1,120,016 19,665 16,197 1,540,334 1,103,819 3,079 3,079 7,931 29,093 1,018 10,005 6,913 19,088 247,495 361,938 247,495 361,938 11,599 30,511 11,599 30,511 125,395 207,948 91,827 118,789 33,568 89,159 34,989 160 763,125 770,870 685,700 685,700 864 864 995 1,022 77,348 90,204 (1,782) (6,920) 4,232,221 4,373,703 Banco Sofisa 12/31/2011 12/31/2010 1,609,691 1,895,188 941,805 1,292,401 73,462 127,077 79,221 32,633 789,122 1,132,649 42 11,254 45,149 11,254 45,149 37,750 19,419 37,750 19,419 2 80 11 2 69 190,461 211,625 190,461 211,625 22,164 40,152 9,021 22,791 13,143 17,361 138,177 20,523 138,177 20,523 4,745 7,249 4,745 7,249 263,333 258,590 317 621 19,232 1,882 7,354 7,906 82,483 83,168 40 2,270 153,907 162,743 2,043,608 1,792,526 1,654,918 1,178,171 19,665 16,197 1,635,253 1,161,974 3,079 3,079 7,931 29,093 1,018 10,005 6,913 19,088 247,495 361,938 247,495 361,938 11,599 30,511 11,599 30,511 118,586 192,813 91,827 118,789 26,759 74,024 811 127 764,503 770,870 685,700 685,700 864 864 995 1,022 78,726 90,204 (1,782) (6,920) 4,418,613 4,458,711 Banco Sofisa S.A. and Subsidiaries Statements of income Six-month period ended December 31, 2011 and Years ended December 31, 2011 and 2010 (In thousands of reais, except earnings per share) Interest income Credit operations (Note 23) Leasing operations (Note 24) Profit on marketable securities (Note 25) Derivative financial instruments Foreign exchange transaction (Note 11) Disposal or transfer of assets Interest expense Sofisa Consolidated 2011 2nd Half Year 506,307 866,494 208,211 394,072 142,068 243,447 100,412 174,391 32,216 4,837 21,899 44,841 1,501 4,906 2010 Year 926,462 478,261 283,864 166,806 (28,866) 20,416 5,981 Banco Sofisa 2011 2nd Half Year 471,753 860,697 175,762 357,537 142,068 243,447 107,174 182,197 23,349 (2,532) 21,899 44,792 1,501 35,256 2010 Year 898,132 456,626 283,864 148,955 (18,028) 20,734 5,981 (412,549) (684,971) (677,366) (425,641) (700,552) (685,116) (144,786) (115,724) (119,624) (4,716) (27,699) (288,773) (133,169) (210,825) (13,021) (39,183) (254,327) (56,950) (215,670) (49,321) (101,098) (155,626) (115,724) (119,624) (4,716) (29,951) (306,144) (133,169) (210,825) (13,021) (37,393) (266,231) (56,950) (215,670) (49,321) (96,944) 93,758 181,523 249,096 46,112 160,145 213,016 (77,373) (164,280) (130,443) (56,160) (148,423) (120,266) 5,510 (33,377) (39,750) (10,858) 11,472 9,357 (19,727) - 12,711 (66,113) (72,115) (24,620) 9,322 12,216 (39,018) 3,337 26,554 (68,305) (67,588) (32,622) (1,016) 11,375 (68,245) 69,404 5,252 (32,794) (41,851) (9,976) 30,870 5,408 (13,069) - 9,764 (64,207) (74,074) (22,268) 36,120 6,624 (38,611) (1,771) 8,820 (54,606) (63,763) (26,454) 43,351 2,900 (59,719) 29,205 16,385 17,243 118,653 (10,048) 11,722 92,750 (14,290) (5,186) (26,362) (14,093) (8,564) (21,438) Income before income and social contribution taxes and profit sharing 2,095 12,057 92,291 (24,141) 3,158 71,312 Income and social contribution taxes (Note 12) 17,571 25,458 (5,337) 31,501 35,735 15,009 11,830 5,741 14,904 10,554 (19,794) 14,457 16,236 15,265 23,813 11,922 (7,862) 22,871 Profit sharing - Employees (5,787) (10,340) (10,923) (5,787) (10,340) (10,290) Net income for the period 13,879 27,175 76,031 1,573 28,553 76,031 Funds obtained in the market (Note 26) Loan, credit and onlending operations Leasing operations (Note 27) Disposal or transfer of assets Allowance for loan losses (Note 10) Gross interest income Operating revenue/(expenses) Income from services rendered Personnel expenses (Note 28) Other administrative expenses (Note 30) Tax expenses (Note 31) Income from investments in subsidiaries Other operating revenues (Note 32) Other operating expenses (Note 33) Other extraordinary income (Note 32) Operating income Non-operating income Income and social contribution taxes Deferred tax assets See accompanying notes. 6 Banco Sofisa S.A. and Subsidiaries Individual statements of changes in shareholders’ equity Six-month period ended December 31,2011 and years ended December 31, 2011 and 2010 (In thousands of reais) Opening balances at July 1, 2011 Equity adjustments - Securities available for sale Equity adjustments - Hedge Derivatives Other events: - Realization of revaluation reserve of P&E in use Net income for the year Allocations: Appropriation of legal reserve Reserve for expansion Interest on equity Balances at December 31, 2011 Capital stock 685,700 685,700 Capital reserve 864 864 Revaluation reserve 1,009 (14) (14) 995 Legal 24,463 95 95 24,558 Profit reserve Expansion 20,706 (18,073) (18,073) 2,633 Statutory 51,597 (62) (62) 51,535 Adjustment of equity evaluations Marketable securities and derivatives (4,221) 2,439 (1,782) Accumulated profits 611 14 14 1,573 (2,198) (95) 18,135 (20,238) - Total 780,118 2,439 611 1,573 (20,238) (20,238) 764,503 Opening balances at January 1, 2011 Prior year adjustments Equity adjustments – Securities available for sale Other events: - Realization of revaluation reserve of P&E in use Net income for the year Allocations: Appropriation of legal reserve Reserve for expansion Interest on equity Balances at December 31, 2011 685,700 685,700 864 864 1,022 (27) (27) 995 23,130 1,428 1,428 24,558 15,477 (12,844) (12,844) 2,633 51,597 (62) (62) 51,535 (6,920) 5,138 (1,782) (1,731) 611 27 27 28,553 (27,460) (1,428) 12,906 (38,938) - 770,870 (1,731) 5,749 28,553 (38,938) (38,938) 764,503 Opening balance at July 1, 2010 Equity adjustments – Securities available for sale Other events: Capital increase Net P&L for the six-month period Allocations: Appropriation of legal reserve Reserve for expansion Interest on equity 685,690 10 - 864 - 1,035 (13) (13) - 21,189 1,941 1,941 - 3,870 11,607 11,607 - 44,667 6,930 6,930 - 2,464 (9,384) - 13 13 38,815 (38,828) (1,941) (18,537) (18,350) 759,779 (9,384) 10 38,815 (18,350) (18,350) Balances at December 31, 2010 685,700 864 1,022 23,130 15,477 51,597 (6,920) - 770,870 Opening balances at January 1, 2010 685,690 787 1,049 19,329 3,870 51,597 444 - 762,766 10 - 77 - (27) (27) - 3,801 3,801 - 11,607 11,607 - - (7,364) - 27 27 76,031 (76,058) (3,801) (11,607) (60,650) 77 (7,364) 10 76,031 (60,650) (60,650) 685,700 864 1,022 23,130 15,477 51,597 (6,920) - 770,870 Equity adjustments Equity adjustments – Securities available for sale Other events: - Realization of revaluation reserve of P&E in use Capital increase Net income for the year Allocations: Appropriation of legal reserve Reserve for expansion Interest on equity Balances at December 31, 2010 7 Banco Sofisa S.A. and Subsidiaries Consolidated statements of changes in shareholders’ equity Six-month period ended December 31,2011 and years ended December 31, 2011 and 2010 Adjustment of equity evaluations securities and and derivatives Accumulated profits Total 51,597 (62) (62) 51,535 (4,221) 2,439 (1,782) 611 14 14 13,879 (14,504) (95) 5,829 (20,238) - 766,434 2,439 611 13,879 (20,238) (20,238) 763,125 15,477 (14,222) (14,222) 1,255 51,597 (62) (62) 51,535 (6,920) 5,138 (1,782) (1,731) 611 27 27 27,175 (26,082) (1,428) 14,284 (38,938) - 770,870 (1,731) 5,749 27,175 (38,938) (38,938) 763,125 21,189 1,941 3,870 11,607 44,667 6,930 2,464 (9,384) - 13 13 38,815 (38,828) 759,779 (9,384) 10 38,815 (18,350) 1,022 1,941 23,130 11,607 15,477 6,930 51,597 (6,920) (1,941) (18,537) (18,350) - (18,350) 770,870 787 77 - 1,049 (27) (27) - 19,329 3,801 3,801 - 3,870 11,607 11,607 - 51,597 - 444 (7,364) - 27 27 76,031 (76,058) (3,801) (11,607) (60,650) 762,766 77 (7,364) 10 76,031 (60,650) (60,650) 864 1,022 23,130 15,477 51,597 (6,920) - 770,870 Capital stock Capital reserve Revaluation reserve Legal Opening balances at July 1, 2011 Equity adjustments – Securities available for sale Equity adjustments – Hedge derivatives Other events: - Realization of revaluation reserve of P&E in use Net income for the year Allocations: Appropriation of legal reserve Reserve for expansion Interest on equity Balances at December 31, 2011 685,700 685,700 864 864 1,009 (14) (14) 995 24,463 95 95 24,558 7,022 (5,767) (5,767) 1,255 Opening balances at January 1, 2011 Prior year adjustments Equity adjustments – Securities available for sale Equity pickup adjustments - Hedge Derivatives Other events: - Realization of revaluation reserve of P&E in use Net income for the year Allocations: Appropriation for legal reserve Reserve for expansion Interest on equity Balances at December 31, 2011 685,700 685,700 864 864 1,022 (27) (27) 995 23,130 1,428 1,428 24,558 Opening balances at July 1, 2010 Equity adjustments – Securities available for sale Other events: Capital increase Net P&L for the six-month period Allocations: 685,690 10 - 864 - 1,035 (13) (13) - Appropriation for legal reserve Reserve for expansion Interest on equity Balances at December 31, 2010 685,700 864 Opening balances at January 1, 2010 Restatement of stock exchange seats Equity adjustments – Securities available for sale Other events: -Realization of revaluation reserve of P&E in use Capital increase Net income for the year Allocations: Appropriation for legal reserve Reserve for expansion Interest on equity 685,690 10 - Balances at December 31, 2010 685,700 8 Profit reserve For expansion Statutory Banco Sofisa S.A. and Subsidiaries Statements of cash flows Six-month period ended December 31, 2011 and Years ended December 31, 2011 and 2010 (In thousands of reais) Net adjusted Income Net P&L for the period Allowance for loan losses Depreciations and amortizations Interest in subsidiaries Variation in assets and liabilities (Increase) Short-term interbank investments (Increase)Decrease in derivative Marketable securities and financial instruments (Increase)Reduction in Interdepartmental and interbank accounts (Increase)Reduction in credit and leasing operations (Increase)Reduction in other credits and other assets (Reduction) Increase in other liabilities (Reduction) Increase in future income OPERATING ACTIVITIES - Net cash from (used in) operations Disposal of property and equipment in use Investments Property and equipment in use Intangible assets INVESTMENT ACTIVITIES – Net Cash Used in Sofisa Consolidated 2011 2nd Half Year 32,275 61,459 13,879 27,175 27,699 39,183 2,169 4,423 (11,472) (9,322) (97,276) 9,137 (703,993) (710,885) 550,185 471,379 14,898 23,456 44,532 332,415 18,939 (31,259) (33,192) (110,798) 11,355 34,829 (65,001) 70,596 Banco Sofisa 2010 Year 183,111 76,031 101,098 4,966 1,016 (861,099) (73,718) (715,528) (10,416) 473,291 14,379 (547,040) (2,067) (677,988) 2011 2nd Half 1,646 1,573 29,951 992 (30,870) (157,001) (434,611) 441,659 14,898 (171,243) 10,074 (18,211) 433 (155,355) Year 104,136 28,553 37,393 2,070 36,120 (34,738) (629,730) 350,344 23,640 306,078 (16,881) (68,873) 684 69,398 2010 Year 131,894 76,031 96,944 2,270 (43,351) (859,504) (137,523) (684,082) (10,416) 524,017 (1,303) (549,394) (803) (727,610) 265 (30,143) (530) (30,408) 6,137 (26,375) (3,203) (580) (24,021) 2,822 (7,090) (5,440) (2,321) (12,029) 264 (29,554) (430) (29,720) 2,662 (102,873) (1,690) (580) (102,481) 2,387 (3,712) (3,057) (2,321) (6,703) Increase (Decrease) in deposits Increase (decrease) in funds obtained in open market Increase (Decrease) in foreign exchange funding Increase (decrease) in borrowings and onlending Increase (Reduction) in derivative financial instruments (liabilities) Interest on equity capital paid and/or provisioned Capital increase FINANCING ACTIVITIES – Net Cash from (used in) operations 163,932 (22,496) 24,674 (105,866) (46,996) (20,238) (6.990) 29,506 (33,895) 21,410 (52,123) (21,977) (38,938) (96,017) 309,233 31,427 (25,521) (77,478) 267 (60,650) 10 177,288 243,569 (22,496) 24,674 (110,846) (46,940) (20,238) 67,723 126,151 (33,895) 21,410 (57,103) (21,416) (38,938) (3,791) 250,149 31,891 (25,521) (77,478) (240) (60,650) 10 118,161 INCREASE (REDUCTION) in cash and cash equivalents (102,399) (49,442) (512,729) (117,352) (36,874) (616,152) 154,051 51,652 101,094 51,652 613,823 101,094 143,693 26,341 63,215 26,341 679,367 63,215 (102,399) (49,442) (512,729) (117,352) (36,874) (616,152) Beginning of the period End of the period INCREASE (REDUCTION) in cash and cash equivalents See accompanying notes. 9 Banco Sofisa S.A. and Subsidiaries Statements of value added Six-month period ended December 31, 2011 and Years ended December 31, 2011 and 2010 (In thousands of reais) Sofisa Consolidated 2011 2nd Half Banco Sofisa 2010 Year 2011 Year 2nd Half 2010 Year Year Revenues 484,118 840,022 851,918 447,054 833,068 810,008 Trading expenses 506,307 866,494 926,462 471,753 860,697 898,132 5,510 12,711 26,554 5,252 9,764 8,820 (27,699) (39,183) (101,098) (29,951) (37,393) (96,944) (384,850) (645,788) (576,268) (395,690) (663,159) (588,172) (61,190) (93,710) (89,289) (56,915) (102,947) (94,399) Materials, energy and others (8,625) (13,879) (861) (8,285) (11,634) (3,278) Third-party services (6,649) (12,923) (7,352) (6,529) (12,423) (5,865) (45,916) (66,908) (81,076) (42,101) (78,890) (85,256) Gross added value 38,078 100,524 186,361 (5,551) 66,962 127,437 Withholding (2,169) (4,423) (4,966) (992) (2,070) (2,270) Depreciation and amortization (2,169) (4,423) (4,966) (992) (2,070) (2,270) Net value added produced by entity 35,909 96,101 181,395 (6,543) 64,892 125,167 Added value Received in Transfer 11,472 9,322 (1,016) 30,870 36,120 43,351 Equity pickup 11,472 9,322 (1,016) 30,870 36,120 43,351 Total added value to be distributed 47,381 105,423 180,379 24,327 101,012 168,518 Distribution of value added 47,381 105,423 180,379 24,327 101,012 168,518 Personnel 39,163 76,452 68,305 38,580 74,546 54,606 Direct remuneration 19,604 41,479 41,724 19,241 40,029 32,969 Benefits 3,368 6,902 7,569 3,274 6,706 5,405 Unemployment Compensation Fund (FGTS) 7,506 14,833 4,014 7,380 14,573 3,384 Other 8,685 13,238 14,998 8,685 13,238 12,848 Rendering of services Allowance for loan losses Interest trading expenses Input acquired from third parties Other Taxes, fees and contributions (6,578) (703) 32,622 (21,525) (13,467) 26,454 Federal (8,567) (5,102) 29,313 (23,503) (17,744) 23,941 910 2,058 331 908 2,051 323 1,079 2,341 2,978 1,070 2,226 2,190 Remuneration of third-party capital 917 2,499 3,421 5,699 11,380 11,427 Rent 917 2,499 3,421 5,699 11,380 11,427 Remuneration from own capital 13,879 27,175 76,031 1,573 28,553 76,031 Interest on equity 20,238 38,938 60,650 20,238 38,938 60,650 Withholding P&L (6,359) (11,763) 15,381 (18,665) (10,385) 15,381 State Municipal 10 Banco Sofisa S.A. and Subsidiaries Notes to financial statements December 31, 2011 and 2010 (In thousands of reais) 1. Operations Banco Sofisa S.A. (Sofisa or Banco), is a publicly-held Company that, together with its subsidiary companies, operates as an All Purpose Bank through its commercial, credit, financing and investment, foreign exchange and commercial leasing portfolios. 2. Preparation and presentation of the financial statements These financial statements were prepared and presented in accordance with the accounting practices adopted in Brazil, which comprised the provisions contained in the Brazilian Corporation Law, in addition to rules set forth by the Brazilian Monetary Council (CMN), Brazilian SEC (CVM) and the Central Bank of Brazil (BACEN). The accounting pronouncements, guidance and interpretations issued by the Brazilian FASB (CPC) were adopted for disclosure purposes and approved by regulatory organs related to the convergence process into international accounting standards pursuant to rules set forth by the Brazilian Monetary Council (CMN) and the Central Bank of Brazil (BACEN). The consolidated financial statements of Sofisa fully comply with the financial information of its branch established abroad, and subsidiaries (additional information on subsidiaries in Note 36) established in Brazil and abroad, comprising the following: Direct subsidiaries Sofisa S/A. – Crédito, Financiamento e Investimento Sata Sociedade Assessoria Técnica Administrativa S/A Sofisa Investment Ltd Sofisa Serviços Gerais Administração Ltda Sofisa Corretora de Seguros Ltda La Isla Participações e Empreendimentos Imobiliários Ltda % Interest 100.00 100.00 100.00 99.99 99.99 74.30 Indirect subsidiaries Sata Veículos Ltda Sata Participações Ltda Eco Beach Empreendimentos Imobiliários Ltda SPE Premium 1 Empreendimentos Imobiliários Ltda SPE Premium 2 Empreendimentos Imobiliários Ltda SPE Premium 3 Empreendimentos Imobiliários Ltda SPE Premium 5 Empreendimentos Imobiliários Ltda La Isla Participações e Empreendimentos Imobiliários Ltda 100.00 100.00 90.00 51.00 51.00 52.00 50.00 25.70 In the period ended December 31, 2011, income from credit assignments without guarantee was fully eliminated and recognized on a pro-rata basis. The reconciliation of net equity and net income between individual and consolidated financial information is presented as follows: 11 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 2. Preparation and presentation of the financial statements (Continued) 12/31/2011 Bank Net Net equity income 764,503 28,553 (4,786) (4,786) 2,490 2,490 918 763,125 918 27,175 Effects from the elimination of income from credit assignments to Sofisa CFI consolidated: Income from assignment of net credits from deductions due to advance settlement and appropriation of income Reversal of commission expenses on credit assigned net of the appropriation of the period Elimination of tax effect adjustments Consolidated During the consolidation process, the existing outstanding balances of consolidated companies were eliminated and the portion of net income and equity related to minority investments is subsidiaries were disclosed separately. The accounting practices adopted were consistently applied by both the Bank and companies included in the consolidation process in the record of operations and equity evaluation. Considering the Real as Sofisa’s functional currency, which corresponds to the same currency used in the preparation and presentation of the financial statements, and that operations with our branch and subsidiary abroad represent a complement of activities in the country, the assets, liabilities and P&L will be adjusted to the Brazilian accounting practices and translated to Reais in accordance with the local foreign exchange. The results arising from this translation will be recorded under the respective P&L for the period. Exchange variation calculated on foreign investments was not eliminated from the consolidation process and is recorded in the income statement as “Result of investment in subsidiaries”. The financial statements include estimates and assumptions, such as the measurement of allowances for loan losses, fair value estimates of some financial instruments and provision for contingencies. Effective results can differ from those estimates and assumptions. 3. Summary of significant accounting practices a. Cash flow statements For purposes of cash flow statements (pursuant to CMN Rule No. 3604/08), cash and cash equivalents correspond to the balances of cash and short-term interbank investments redeemable within 90 days. 12 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 3. Summary of significant accounting practices (Continued) b. Short-term interbank investments The investments are recorded at investment or acquisition cost, plus income calculated up to the balance sheet date. c. Marketable securities Based on Circular No. 3068/2001 issued by the Central Bank of Brazil (BACEN), marketable securities shall be stated and classified as follows: · Trading: consist of securities acquired for active and frequent trading, which are carried at market value and recorded in the respective P&L; · Available for sale: securities not classified under the category of available for sale or held to maturity and will be recorded marked-to-market under a specific equity account, net of tax effects; · Held to maturity: those for which the Bank has the intention and the ability to hold to maturity. Assessed at acquisition cost, plus yields calculated and posted to P&L for the period. d. Derivatives financial instruments (assets and liabilities) Derivatives financial instruments, comprised of futures, forwards and swaps are recorded according to the following criteria: futures – the daily adjustment is accounted for as revenue or expense in the heading asset or liability accounts on a daily basis. forwards – at the value agreed upon the contract thereof, deducted from the difference between the aforesaid value and the market price of the asset or right there from, recognizing income and expenses in the contract period through the balance sheet date. Swaps – the difference between the receivable or payable amount is recorded in asset or liability accounts respectively and, allocated to income or expenses on a pro rata basis through the balance sheet date. Non-hedge derivatives instruments are measured at market value on the balance sheet date, accounting for the appreciation or depreciation thereon, as follows: · Non-hedge derivatives instruments – recorded under income or expense account in the P&L for the period; · Hedge derivatives instruments – classified as market risk hedge and cash flow hedge. The hedge derivatives instruments and the respective hedge underlying object should be carried at market value, at least as per monthly balance trial balance and balance sheets. 13 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 3. Summary of significant accounting practices (Continued) d. Derivatives financial instruments (assets and liabilities)--Continued The market risk hedge is allocated to offset risks arising from the exposure to market value variation of the hedge underlying object. Its appreciation or depreciation should be stated under the adequate income or expense account, in P&L for the period. The cash flow hedges are allocated in order to offset the future estimated cash flow variation. The appreciation or depreciation thereon should be recorded against a specific account in equity, net of tax effects. The non-effective hedge, when applicable, is recognized directly in the P&L for the period. e. Credit and leasing operations, time deposits, interbank deposits and other asset and liability operations Pre-fixed operations are recorded at principal value plus charges and interest earned and ratified by the corresponding account of income and expenses to be accounted for. Post fixed operations are recorded at principal amount, plus interest earned or charges incurred, observing the “pro-rata daily rate”. Lease operations, calculated at fair value, were recorded in the balance sheet, under the heading lease operations, based on the net value of obligations by anticipating the residual amount. f. Operations with financial assets - operations involving assumption of substantial risks and rewards Sale transactions and transfer of financial assets which pose substantial risks as well as rewards of the financial underlying asset are being recorded and disclosed as follows: a) Practice adopted before enactment of Rule No. 3809/09 i) Financial assets for sale or transfer are totally included in assets; ii) Amounts received or receivable were recorded in assets as a matching entry of liability account of assumed obligations; iii) Income and expenses were accounted for on a monthly basis in the P&L for the period, based on the remaining term of operations pursuant to the contractual rates agreed upon. b) Practice adopted after enactment of Rule No. 3809/09 i) Financial assets for sale or transfer are fully written-off of assets; ii) Amounts received or receivable are accounted for in assets, as a matching entry of P&L and, the amount referring to risks assumed will be recorded in a memorandum account, not being included in the balance sheet; iii) Income and expenses are accounted for on the date of transaction. The accounting practice described in item (a) is in line with Rule No. 3533/08, effective as from 2011, and its early adoption was authorized by Rule No. 3673/08, both of the Central Bank of Brazil (BACEN). Subsequently, Rule No. 3,809/09 was issued, which prohibited early adoption of Rule No. 3533/08. 14 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 3. Summary of significant accounting practices (Continued) g. Allowance for loan losses Credit, leasing, advances on foreign exchange contracts and other credit operations with underwriting requirements are classified under the corresponding risk levels, considering the following: (i) provisions set forth by Rule No. 2682 of the Brazilian Monetary Council (CMN) require that the classification be made under nine levels, ranging from “AA” (minimum risk) to “H” (maximum risk); (ii) risk levels are assessed by the Bank´s management on a regular basis, considering the economic outlook, past experience and both specific and global risks related to the operations therein. In addition, the definition of clients’ risk levels will also consider late payment periods established in the aforesaid Rule, as well as the double counting for operations with a deadline above 36 months. Operations overdue for more than 59 days, regardless of risk levels, will only be recognized as revenue upon the effective receipt. Level “H” operations will still be classified as such for 6 months, when they will be written-off of existing provisions and controlled in memorandum account and thereby no longer included in the balance sheet. Renegotiated operations will remain at least in the same level of the previous classification thereof. The renegotiation of operations previously written-off of provisions and that were accounted for in memorandum accounts will be classified as “H”. h. Other assets Assets not for own use: Represented by assets not used in banking transactions received as payment in cash, initially recorded at cost and adjusted by provision for impairment, if applicable. Prepaid expenses: correspond to prepaid expenses, and rights to benefits or service agreements thereon will be carried out in future periods, which will be mainly represented by an agent committee in the placement of insurance expenses and financing. Upon the assignment of rights or benefits, the corresponding commissions are promptly recognized in the respective P&L. i. Investments Investments in subsidiaries are accounted for under the equity method, and other investments at historical cost. j. Fixed assets and deferred charges Fixed assets and deferred charges will be accounted for at acquisition cost. Depreciation and amortization are calculated under the straight-line method at annual rates of the corresponding assets, as described in Note 15. The balances existing in the deferred assets, constituted before the effectiveness of Rule 3617/08 of BACEN, will be held until those are effectively written-off. k. Intangible assets Intangible assets correspond to vested rights in connection with incorporeal assets with the purpose of maintaining the Bank’s activities. Intangible assets with defined useful life are usually amortized on a straight line basis over the estimated period of economic benefits. 15 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 3. Summary of significant accounting practices (Continued) l. Impairment of non-financial assets Management annually reviews the net book value of assets with the purpose of assessing events or changes in the economic, operating or technological circumstances that may identify impairment or loss of their recoverable amount. When such evidence is identified and the net book value exceeds the recoverable amount, a provision for impairment is established, adjusting the net book value to the recoverable amount. m. Income and social contribution taxes on net profit The provisions for corporate income tax (IRPJ) is calculated based on a rate of 15%, plus 10% on taxable profit exceeding R$240 for the year. The provision for social contribution tax is levied at a rate of 15% for financing companies and at the rate of 9% for non-financial companies on taxable income. Deferred income and social contribution taxes (assets) are calculated on income and social contribution tax losses and temporary differences. Tax credits are based on current estimates of realization and on the management’s technical studies and analyses in compliance with Rule No. 3059/02 and No. 3355/06. n. Contingent assets and liabilities, and legal obligations The accounting practices for the recording, measurement and disclosing of contingent assets and liabilities are determined in accordance with provisions set forth in CVM Ruling No. 489/05 and Rule No. 3823/09 and Circular No. 3429/10 of BACEN, namely: · Contingent assets - only recognized in financial statements upon evidence that guarantee their realization, on which no further appeals can be filed. Only contingent assets with probable gains will be disclosed in the notes to the financial statements; · Contingent liabilities are set up when the risk of loss is considered probable and the amounts involved are measurable with sufficient certainty. Contingent liabilities evaluated as possible losses are disclosed in the notes to the financial statements, while those rated as remote do not require any provision or disclosure; · Legal obligations are recorded as payables, regardless of the likelihood of a favorable outcome. o. Earnings per share Net earnings per share are calculated in Brazilian Reais based on the number of outstanding shares as of balance sheet date. 16 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 4. Cash and cash equivalents Sofisa Consolidated 12/31/2011 12/31/2010 Banco Sofisa 12/31/2011 12/31/2010 Cash and banks Short-term interbank investments 47,431 4,221 29,517 77,076 22,120 4,221 18,888 77,076 Cash and cash equivalents 51,652 106,593 26,341 95,964 5. Balance sheet consolidated by maturity Sofisa Consolidated 1 to 30 days Assets Cash and banks Short-term interbank investments Funds obtained in open market Interbank deposits Investments in foreign currencies Marketable securities and derivative financial instruments Interbank and interdepartmental accounts Credit and leasing operations Other credits Foreign exchange portfolio Other Permanent Investments Property and equipment in use Deferred Intangible Total assets 31 to 180 days 12/31/2011 181 to 360 More than days 360 days Undetermined due date Total 47,431 756,136 681,880 48,740 25,516 7,496 7,496 - 2,169 2,169 - 8,698 8,698 - - 47,431 774,499 681,880 67,103 25,516 74,269 14,075 378,700 134,826 38,190 96,636 - 93,874 865,902 37,823 31,391 6,432 - 56,787 250,728 90,958 8,415 82,543 - 598,958 430,308 281,210 281,210 - 101,873 42,522 49,977 3,241 6,133 823,888 14,075 1,925,638 544,817 77,996 466,821 101,873 42,522 49,977 3,241 6,133 1,405,437 1,005,095 400,642 1,319,174 101,873 4,232,221 Liabilities Deposits Demand deposits Interbank deposits Time deposits Funds obtained in open market Funds from acceptance and issues of securities Interbank and interdepartmental accounts Borrowings Onlending Derivative financial instruments Other obligations Foreign exchange portfolio Other Deferred income Net Equity Capital and reserves 161,775 70,899 2,676 88,200 11,254 1,348 2 21,279 2,988 550 180,574 13,228 167,346 - 344,261 589 343,672 26,968 64,539 18,166 2,291 50,203 6,004 44,199 - 293,349 816 292,533 9,434 109,623 139,187 1,904 38,914 38,914 - 1,559,999 19,665 1,540,334 3,079 255,426 11,599 125,395 125,395 34,989 - 763,125 763,125 2,359,384 70,899 23,746 2,264,739 11,254 40,829 2 195,441 415,767 16,344 395,086 19,232 375,854 34,989 763,125 763,125 Total liabilities 379,770 506,428 592,411 1,990,487 763,125 4,232,221 17 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 6. Short-term interbank investments a. Funds obtained in the open market – self-funding position Sofisa Consolidated and Banco Sofisa 12/31/2011 b. Financial Treasury Bills - LFT 150,665 National Treasury Bills LTN 322,537 - National Treasury Notes Series B - NTN-B 208,678 10,002 Total 681,880 20,005 Sofisa Consolidated Up to 30 Banco Sofisa 12/31/2010 12/31/2011 12/31/2010 19,217 48,740 19,217 48,740 from 31 to 90 days 6,035 33,045 6,035 33,045 from 91 to 180 days 1,461 33,385 1,461 33,385 from 181 to 360 days 2,169 15,168 2,169 15,168 More than 360 days 8,698 2,967 8,698 56,872 67,103 103,782 67,103 157,687 Total Investment in foreign currencies Sofisa Consolidated and Banco Sofisa 12/31/2011 18 10,003 Investment in interbank deposits 12/31/2011 c. 12/31/2010 12/31/2010 Up to 30 days 25,516 7,183 Total 25,516 7,183 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 7. Marketable securities and derivatives financial instruments a. Breakdown by type Own Subject to Sofisa Consolidated 12/31/2011 Derivative financial portfolio repurchase instruments National Treasury Notes Series B-NTN - B National Treasury Bills -LTN 441,928 2,640 10,976 - Total government bonds Marketable securities held abroad Eurobonus Commodities Investment funds Shares Swap receivable Term Total private bonds 444,568 126,569 65,874 6,164 17,688 17,428 233,723 10,976 - Total 678,291 10,976 Own Portfolio Subject to repurchase - Banco Sofisa 12/31/2011 Subject to guarantee Total Total 62,706 - 515,610 2,640 515,610 2,640 32,022 39,777 71,799 62,706 116 116 518,250 126,569 65,874 6,164 17,688 17,544 32,022 39,777 305,638 518,250 122,334 65,874 6,164 9,582 7,620 21,853 39,777 273,204 71,799 62,822 823,888 791,454 Sofisa Consolidated 12/31/2010 Derivative financial instruments Banco Sofisa 12/31/2010 Subject to guarantee Total Total National Treasury Notes Series B-NTN - B National Treasury Bills - LTN 271,894 627,817 45,460 - 77,991 - 349,885 673,277 349,885 589,222 Total government bonds / Bilss Marketable securities held abroad Bank Deposit Certificate - CDB Eurobonus Commodities Investment funds Shares Option's premium Swap receivable 899,711 136,532 7,264 55,201 14,338 24,646 - 45,460 - 1 22,723 77,991 8,647 314 - 1,023,162 136,532 7,264 55,201 8,647 14,338 24,960 1 22,723 939,107 108,499 7,271 55,201 8,647 3,613 8,435 8,586 Total private bonds 237,981 22,724 8,961 269,666 200,252 22,724 86,952 1,292,828 1,139,359 Total 19 1,137,692 45,460 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 7. Marketable securities and derivatives financial instruments (Continued) b. Breakdown by maturity: At 12/31/2011 NTN B LTN Government Bonds Marketable securities held abroad Eurobonus Commodities Investment funds Shares Swap receivable Term Private securities Total Up to 30 days From 31 to 60 days 17,688 17,544 39,037 74,269 74,269 164 685 849 849 Up to 30 days At 12/31/2010 NTN B LTN Government Bonds Marketable securities held abroad CDB Eurobonus Commodities Investment funds Shares Option's premium Swap receivable Private securities Total 20 837 837 7,263 8,647 14,338 24,960 1 55,209 56,046 Sofisa Consolidated Short term From 61 From 91 From 181 to 90 days to 180 days to 360 days 16,109 5,334 55 21,498 21,498 From 31 to 60 days 1,605 1,605 1,605 71,527 71,527 71,527 2,640 2,640 23,133 20,521 6,164 4,329 54,147 56,787 Sofisa Consolidated Short term From 61 From 91 From 181 to 90 days to 180 days to 360 days 1,660 2,837 4,497 4,497 19,937 19,937 1,708 1,708 21,645 28,820 7,819 8,469 45,108 45,108 Long term Over 360 days Overall total 2,640 2,640 110,933 25,855 6,164 17,688 17,544 4,329 39,777 222,290 224,930 515,610 515,610 15,636 40,019 27,693 83,348 598,958 515,610 2,640 518,250 126,569 65,874 6,164 17,688 17,544 32,022 39,777 305,638 823,888 Total Long term Over 360 days Overall total 19,937 837 20,774 32,188 7,263 12,261 8,647 14,338 24,960 1 8,469 108,127 128,901 329,948 672,440 1,002,388 104,344 42,940 14,255 161,539 1,163,927 Total 349,885 673,277 1,023,162 136,532 7,263 55,201 8,647 14,338 24,960 22,724 269,666 1,292,828 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 7. Marketable securities and derivatives financial instruments (Continued) c. Classification of marketable securities Sofisa Consolidated Banco Sofisa Under negotiation Federal government bonds Investment funds Eurobonus Shares Commodities (CPRF) Derivatives 12/31/2011 Curve Market Value Value 17,688 17,688 24,278 23,898 7,620 7,620 6,164 6,164 75,694 71,799 Total 131,444 127,169 103,647 98,480 102,476 98,971 62,258 57,092 2,626 57,704 2,640 56,135 677,528 7,267 29,441 672,440 7,264 28,227 2,626 52,959 2,640 51,899 592,328 7,267 29,441 588,385 7,271 28,227 Available for sale Federal Government bonds Private securities - CDB Eurobonus Marketable securities held abroad 12/31/2010 Curve Market Value Value 837 837 14,338 14,335 27,144 26,974 24,960 24,960 8,647 8,647 27,721 22,727 12/31/2011 Curve Market Value Value 9,582 9,582 14,355 13,975 7,620 7,620 6,164 6,164 64,755 61,630 12/31/2010 Curve Market Value Value 837 837 3,613 3,613 27,144 26,974 8,435 8,435 8,647 8,647 13,582 8,586 94,008 93,781 93,395 91,197 94,002 93,781 65,165 63,164 Total 154,338 152,556 807,631 799,128 149,587 148,320 694,201 687,047 Held to maturity Federal Government bonds 515,611 520,188 349,885 352,591 515,611 520,188 349,885 352,591 Marketable securities held abroad Total 28,552 544,163 28,552 548,740 45,335 395,220 45,335 397,926 28,552 544,163 28,552 548,740 45,335 395,220 45,335 397,926 Overall total 829,945 828,465 1,306,498 1,295,534 796,226 796,031 1,151,679 1,142,065 Marketable securities classified as “trading” and “available for sale”, in addition to derivative financial instruments are disclosed at their estimated fair value (market value). The fair value is usually based on market price quotations through independent sources or market price quotations for assets or liabilities with similar characteristics. If the aforesaid market prices are not available, fair values will be determined by market broker quotations, pricing models, discounted cash flow or similar techniques, for which the determination of fair value may require significant judgment or estimate from Management. At December 31, 2011, an adjusted balance was recorded in equity in the accrued amount of R$ (1,796), (R$ (1,782) net of tax effects), and at December 31, 2010, R$ (8,503), (R$(6,920) net of tax effects) related to securities available for sale. In compliance with Article 8 of BACEN Circular Letter No. 3,068/01, the Bank has financial capacity and also intends to hold to maturity the securities classified as held to maturity securities In the quarter, the Bank sold part of securities classified in this category maturing within up to four years and acquired new securities held to maturity maturing within up to six years. 21 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 7. Marketable securities and derivative financial instruments (Continued) d. Derivatives The Bank carries out derivatives operations in order to hedge against market price variations as well as mitigate currency and interest rate risks facing its assets and liabilities and cash flows, under contracts with compatible terms, fees and amounts Derivatives are used as a risk management tool in order to hedge the Banking Book and Trading Book positions. Additionally, highly-liquid derivatives traded on stock exchange are used, within revised strict and periodic limits, in order to manage trading book exposures. Internal limits for global exposure and by portfolios were established in order to manage risks. These limits are monitored on a daily basis. Due to the consequent existence of excessive limits resulting from unforeseen situations, the Management defined in internal policies providing for the immediate definition of realignment conditions. These risks are monitored by an area independent from the operating areas and are reported to senior management on a daily basis. Exposure is measured by calculating the value at risk (VaR) within one-year range through historic simulation for 1-day period and 99% accuracy level, as mentioned in Note 34. The swap agreements are recorded at BM&FBOVESPA or Brazil’s OTC Clearing House (CETIP), plus fixed rates, DI, IGPM (General Market Price Index), LIBOR and exchange variation. The futures and option contracts are registered at BM&FBovespa and include exchange variation, DI and the BOVESPA index. The market value determination of said derivative financial instruments is based on the stock market quotes and, in some cases, the present value estimates and other pricing techniques will be used in case of absence of liquidity or of market quotes. The market prices were determined based on the following: • Futures and options: market quotes disclosed by Stock Exchanges: • Swaps: cash flows of each counterparty was discounted to present value, according to the corresponding interest curves obtained from BM&FBovespa interest rates; • Terms: forward amount of operation deducted at present value, pursuant to rates obtained at BM&FBovespa or related stock exchanges. Sofisa did not carry out any unusual derivative-related operations or any other type of leveraged derivative. The nominal value accounted for in memorandum accounts and the corresponding equity entries are summarized as follows: 22 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 7. Marketable securities and derivatives financial instruments (Continued) d. Derivatives Nominal amount Future contracts: Purchase commitments Interbank deposits (DI) DDI Dollar Future Index Selling commitments Interbank deposits (DI) DDI Dollar Shares – Term Future index Swap contracts: Long position Interbank Deposit Certificates (CDI) Fixed rate Dollar Euro – Hedge Dollar- Hedge Short position Interbank Deposit Certificates (CDI) Fixed rate General market price index (IGPM) Long term interest rate (TJLP) Dollar- Hedge Options contract: Selling commitments Shares Purchase commitments Shares 23 Sofisa Consolidated Nominal Assets/(liabilities) amount Assets/(liabilities) 12/31/2011 12/31/2010 344,782 340,500 4,282 520,456 323,000 157,453 40,003 - 39,777 39,777 - 295,056 62,000 200,444 14,996 17,616 955,773 346,500 187,447 221,760 200,066 (68) (68) (492) (46) (446) 347,037 32,022 1,257,843 17,308 69,861 41,523 235,653 449,371 3 10,168 3,282 18,569 (16,344) 248,111 515,928 493,804 741,916 4,311 14,137 4,276 (5,416) (37,760) 328,344 55,228 4,780 9,852 51,167 (10,370) (4,815) (1,000) (45) (114) 557,451 152,609 7,320 24,536 - (26,343) (10,041) (1,178) (198) - - - 42 42 42 42 (1) (1) 1 1 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 7. Marketable securities and derivatives financial instruments (Continued) d. Derivatives Nominal amount Future contracts: Purchase commitments Interbank deposits (DI) DDI Dollar Index Future index Selling commitments Interbank deposits (DI) DDI Dollar Shares - Term Swap Contracts: Long position Interbank deposits (DI) Dollar Euro - Hedge Dollar - Hedge Short position Interbank Deposit Certificates (CDI) Prefixed General market price index (IGPM) Long term interest rate (TJLP) Dollar - Hedge 24 Banco Sofisa Nominal Assets/(liabilities) amount Assets/(liabilities) 12/31/2011 12/31/2010 344,782 340,500 4,282 520,456 323,000 157,453 40,003 39,777 39,777 278,140 62,000 200,444 14,996 700 748,520 346,500 187,447 214,573 - - 347,037 69,861 41,523 235,653 449,371 21,854 3 3,282 18,569 (16,344) 1,257,843 248,111 515,928 493,804 741,916 8,586 9,726 4,276 (5,416) (37,760) 328,344 55,228 4,780 9,852 51,167 (10,370) (4,815) (1,000) (45) (114) 557,451 152,609 7,320 24,536 - (26,343) (10,041) (1,178) (198) - Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 7. Marketable securities and derivative financial instruments (Continued) The breakdown of derivative financial instruments by maturity at December 31, 2011 and December 31, 2010, is as follows: Up to 1 month From 1 to 3 months Sofisa Consolidated 12/31/2011 From 6 From 1 to 12 months to 3 years From 3 to 6 months 12/31/2010 More than 3 years Total Total Off-balance Futures contracts Swap contracts Option contracts Term Contracts Total - 12/31/2011 Total - 12/31/2010 50,000 7,406 39,255 96,661 173,161 161,735 10,963 748 173,446 583,172 20,355 20,355 27,209 96,500 77,095 173,595 534,766 517,000 163,392 680,392 738,125 118,993 118,993 - 825,235 398,204 40,003 1,263,442 2,056,433 1,250,829 805,562 42 2,056,433 2,056,433 - Long position Swap contracts Term contracts Total - 12/31/2011 Total - 12/31/2010 39,037 39,037 1 740 740 - - 8,469 26,163 26,163 14,254 5,859 5,859 - 32,022 39,777 71,799 22,724 22,723 1 22,724 22,724 - Short position Swap contracts Option contracts Total - 12/31/2011 Total - 12/31/2010 550 550 2,832 1,016 1,016 1,070 1,275 1,275 1,201 1,904 1,904 2,707 1,231 1,231 30,511 10,368 10,368 - 16,344 16,344 38,321 37,760 561 38,321 38,321 Up to 1 month From 1 to 3 months Banco Sofisa 12/31/2011 From 6 to 12 months From 3 to 6 months 12/31/2010 From 1 to 3 years More than 3 years Total Off-balance Futures contracts Swap contracts Term contracts Total - 12/31/2011 Total - 12/31/2010 50,000 7,406 39,255 96,661 173,161 161,735 10,963 748 173,446 583,130 20,355 20,355 27,209 96,500 77,095 173,595 310,597 517,000 163,392 680,392 738,125 118,993 118,993 - 825,235 398,204 40,003 1,263,442 1,832,222 - Long position Swap contracts Term contracts Total - 12/31/2011 Total - 12/31/2010 39,037 39,037 - 740 740 - - 8,469 15,995 15,995 117 5,859 5,859 - 21,854 39,777 61,631 8,586 - Short position Swap contracts Total - 12/31/2011 Total - 12/31/2010 550 550 2,831 1,016 1,016 510 1,275 1,275 1,201 1,904 1,904 2,707 1,231 1,231 30,511 10,368 10,368 - 16,344 16,344 37,760 25 Total 1,026,660 805,562 - 1,832,222 1,832,222 8,586 - 8,586 8,586 37,760 37,760 37,760 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 7. Marketable securities and derivatives financial instruments (Continued) Market risk hedge In order to protect the market against foreign exchange exposure increased by coupon, the Bank traded swap agreements maturing between 2011 and 2017, which generated a market value adjustment at the amount of R$ 2,413. The hedge underlying objects represented by funding operations held abroad (Note 18) also have maturity dates between 2011 and 2017 and mark to market of R$ 2,385, ensuring the desired risk coverage effectiveness. The monitoring of hedge effectiveness, that measures the offsetting of hedging instruments by derivative instruments of exchange variation on protected items, is carried out on a monthly basis. The effectiveness determined for each hedge unit is within the timeframe established in the Circular No. 3082 of the Central Bank of Brazil. Banco Sofisa and consolidated 12/31/2011 Referential Amount of Curve Market contract Value value Derivatives used as fair value hedge Hedge instruments Short position - Dollar and Euro Swap contracts - Dollar Swap contracts - Euro Total Hedge underlying objects Funding abroad in foreign currency Dollar and Euro Borrowings and onlending abroad - Dollar Borrowings and onlending abroad - Euro Total 12/31/2010 Market Adjustment 286,820 41,523 328,343 304,236 45,419 349,655 302,260 44,982 347,242 (1,976) (437) (2,413) (4,396) (1,020) (5,416) 311,308 41,784 353,092 304,175 45,618 349,793 302,227 45,181 347,408 (1,948) (437) (2,385) (4,565) (1,142) (5,707) Net income from operations related to derivative financial instruments is composed as follows: Sofisa Consolidated 12/31/2011 12/31/2010 Swap Future - DI Future - DDI Future - Index Future - Foreign Future - Dollar Day trade profit Term Option - Shares Derivatives from credits Options - Financial Assets Total 26 Market Adjustment (7,057) (4,396) 1,035 255 8,420 7,415 586 1,894 662 (3,969) (7) 4,838 (60,005) 2,954 (4,104) 1,558 32,219 996 (4) 102 (4,773) 2,191 (28,866) Banco Sofisa 12/31/2011 12/31/2010 (8,049) (4,477) 1,035 255 (1,927) 7,415 586 1,975 662 (8) (2,533) (55,232) 2,954 (4,104) 1,558 35,711 996 (4) 102 (9) (18,028) Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 7. Marketable securities and derivatives financial instruments (Continued) i) Credit Default Swap – CDS In 2008 and 2009 the Bank acquired some loan portfolios without guarantee from the other institution through private agreement for credit onerous agreement and other covenants. This agreement provided for a credit derivative with the exclusive purpose of minimizing this portfolio credit risk exposure. The credit derivative ensures the Bank with the loan portfolio acquisition amount restated at DI rates or the loan portfolio acquisition amount increased by 50% of earnings, deducted from the provision of allowance for loan losses, whichever is higher. Sofisa Consolidated 12/31/2011 Balance Current portfolio of memorandum amount account Swaps of credits of which underlying objects include: Credit operations - Credit to consumer (without guarantee) Total 5,018 5,018 15,186 15,186 Sofisa Consolidated 12/31/2010 Balance Current portfolio of memorandum amount account Swaps of credits of which underlying objects include: Credit operations - Credit to consumer (without guarantee) Total 22,318 22,318 36,455 36,455 Receivable MTM adjustment 10,168 10,168 Receivable MTM adjustment 14,137 14,137 8. Interbank relations The restricted credits are represented by deposits in the Central Bank of Brazil (BACEN) and refer to compulsory deposits in cash calculated on demand deposits. 9. Credit and leasing operations and other credits (amounts receivable from the sale of assets and exchange) a. Breakdown by type of operation Credit operations Leasing operations Other credits Elimination of Credit assignment effects With the subsidiary Sofisa CFI Total portfolio of credit operations 27 12/31/2011 Sofisa consolidated Banco Sofisa 1,937,384 1,931,438 110,156 110,156 71,565 71,565 (4,785) 2,114,320 2,113,159 12/31/2010 Sofisa consolidated Banco Sofisa 2,222,628 2,190,831 205,634 205,634 25,351 25,351 2,453,613 2,421,816 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 9. Credit and leasing operations and other credits (amounts receivable from the sale of assets and exchange) b. Breakdown of credit operations, leasing operations and other credits by maturity (amounts receivable from sale of assets and exchange) Sofisa consolidated and Banco Sofisa Credit operations with small and medium-sized enterprises 12/31/2011 12/31/2010 Risk levels (Ruling No. 2682 of December 21, 1999) AA A B C D E F G H Total % 81,657 652,614 551,231 33,251 3,312 798 6,921 5,421 1365,696 From 0 to 14 days From15 to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days 2,048 1,377 3,277 3,268 8,252 12,269 12,781 12,876 13,596 12,853 14,993 14,558 59,134 104,699 164,004 162,858 73,378 88,541 65,470 88,218 137,288 110,974 72,430 76,851 4,235 3,804 6,809 5,513 7,361 5,529 202 467 388 368 908 979 37 82 81 70 195 333 544 306 978 615 1,665 2,813 545 131 466 470 1,339 2,470 144,996 211,960 326,887 296,989 180,521 204,343 Long-term: 16,254 17,695 122,696 119,240 5,590 405 1,000 10,752 5,640 299,272 Above 360 days 16,254 17,695 122,696 119,240 5,590 405 1,000 10,752 5,640 299,272 Total 46,745 99,352 775,310 670,471 38,841 3,717 1,798 17,673 11,061 1664,968 96 1727,681 97 Overdue: - - 4,401 22,159 4,187 6,000 2,043 10,106 19,451 68,347 4 58,462 3 Up to 14 days From15 to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days Above 360 days - - 3,621 780 - 10,913 3,392 7,854 - 459 1,494 197 2,037 - 305 693 437 469 4,096 - 83 229 227 1,504 - 121 496 631 643 5,876 2,339 - 29 426 445 407 1,293 14,789 2,062 15,448 7,364 9,793 3,783 12,769 17,128 2,062 46,745 99,352 779,711 692,630 43,028 9,717 3,841 27,779 30,512 1733,315 Total 1,282,828 % 30,491 - 79 Total Short-term : 72 116,721 155,275 320,079 234,302 200,393 256,058 17 444,853 16,883 8,504 3,887 2,264 13,343 11,927 1,654 100 1,786,143 Sofisa consolidated and Banco Sofisa Leasing operations 12/31/2011 Risk levels (Ruling No. 2682 of December 21, 1999) AA A B C D E F G 12/31/2010 H Total Short-term: - 40,588 9,333 13,183 1,747 705 422 341 1,480 67,799 From 0 to 14 days From15 to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days - 738 48 885 872 2,519 4,271 573 549 1,318 1,252 3,498 5,993 17 25 42 39 112 187 4,823 12,523 426 205 17 18 35 34 94 143 197 76 72 147 140 394 651 1,001 4,211 3,061 6,870 6,479 18,335 28,843 - 90 93 183 173 443 765 905 40 32 75 64 192 302 Long-term: 2,660 2,224 4,185 3,905 11,083 16,531 15,826 Above 360 days - 15,826 4,823 12,523 905 426 205 197 1,001 35,906 Total - 56,414 14,156 25,706 2,652 1.131 627 538 2,481 Overdue: - 875 1,385 613 446 381 303 Up to 14 days From15 to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days Above 360 days - - 2 867 6 - 331 241 811 1 1 - 98 109 170 236 - 36 55 107 102 145 1 - 27 34 72 70 178 - 20 25 45 47 164 2 - Total - 56,421 15,031 27,091 3,265 1,577 1,008 841 28 7 7 35,906 25 444,853 % 62 Total 106,344 % 52 6,028 4,714 11,159 8,721 27,538 48,184 33 90,395 44 103,705 95 196,739 96 2,441 6,451 5 8,895 4 85 120 218 210 697 1,002 109 599 1,458 1,429 666 1,185 1,005 109 4,922 110,156 90,395 840 1,427 1,542 847 1,918 1,893 428 100 205,634 100 100 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 9. Credit and leasing operations and other credits (amounts receivable from the sale of assets and exchange) Sofisa consolidated and Banco Sofisa Other credits (amounts receivable based on foreign exchange and sale of assets) 12/31/2011 Risk levels (Ruling No. 2682 of December 21, 1999) AA A B C D E F G H 12/31/2010 Total % Short-term: - 10,431 21,374 19,135 3,971 - - - - 54,911 From 0 to 14 days From15 to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days - 955 4,105 2,361 3,010 1,610 5,193 3,322 11,249 - 478 4,346 7,025 1,651 2,547 3,088 3,347 624 - - - - 478 5,956 13,173 9,078 19,504 6,722 Long-term: - 16,327 297 - - - - - - 16,624 Above 360 days - 16,327 297 - - - - - - 16,624 Total - 26,758 21,671 19,135 - - - - 71,535 Overdue: - - - - - - - - Up to 14 days From15 to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days Above 360 days - - - - - - - - Total - 26,758 21,671 19,135 - - - 3,971 3,971 30 - 30 77 30 23 430 2 100 24,004 95 0 1,347 5 894 453 - 30 71,565 93 430 30 23,574 % 28 1,151 4,058 8,876 5,066 4,395 - - Total 100 Sofisa Consolidated Direct credit operations to consumer 12/31/2011 25,351 100 12/31/2010 Risk levels (Ruling No. 2682 of December 21, 1999) AA A B C D E F G H Total Short-term: 300 78,654 4,507 3,490 1,301 1,152 785 575 3,563 94,327 From 0 to 14 days From15 to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days 30 29 29 57 155 5,214 3,091 9,265 8,275 21,474 31,335 320 157 472 457 1,282 1,819 122 252 359 388 966 1,403 57 87 137 135 369 516 59 67 123 120 319 464 41 45 84 82 227 306 37 28 63 61 165 221 193 206 377 376 1,056 1,355 6,043 3,963 10,909 9,923 25,915 37,574 53 76,605 4,409 3,200 1,323 1,103 825 743 3,992 92,253 Long-term: Above 360 days % 47 Total 190,137 % 44 12,517 8,153 18,391 17,399 49,966 83,711 46 227,671 52 53 76,605 4,409 3,200 1,323 1,103 825 743 3,992 92,253 Total 353 155,259 8,916 6,690 2,624 2,255 1,610 1,318 7,555 186,580 93 417,808 96 Overdue: - 138 884 1,319 723 859 850 928 7,003 12,704 7 18,677 4 Up to 14 days From15 to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days Above 360 days - 138 - 79 656 149 - 326 260 620 76 37 - 91 108 202 213 109 - 69 104 178 180 266 62 - 49 79 129 129 316 148 - 38 70 111 114 351 244 - 215 340 565 566 1,806 2,805 706 867 1,755 1,954 1,278 2,885 3,259 706 Total 353 9,800 8,009 3,347 3,114 2,460 2,246 14,558 199,284 29 155,397 227,671 1,216 2,897 3,170 2,226 4,303 4,149 716 100 436,485 100 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 9. Credit and leasing operations and other credits (amounts receivable from the sale of assets and exchange) Banco Sofisa Direct credit operations to consumer 12/31/2011 12/31/2010 Risk levels (Ruling No. 2682 of December 21, 1999) AA A B C D E F G H Total % 170,730 % Short-term: 308 80,039 4,543 3,456 1,326 1,090 693 587 3,595 95,637 From 0 to 14 days From15 to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days 30 29 29 57 163 5,090 2,921 8,991 7,993 20,758 34,286 300 148 445 431 1,215 2,004 114 230 327 358 891 1,536 53 82 129 127 353 582 50 57 107 105 279 492 34 35 68 66 182 308 32 25 57 56 153 264 180 176 336 340 960 1,603 5,853 3,704 10,489 9,505 24,848 41,238 Long-term: 53 75,546 4,343 3,121 1,277 1,051 733 718 3,875 90,717 Above 360 days 53 75,546 4,343 3,121 1,277 1,051 733 718 3,875 90,717 Total 361 155,585 8,886 6,577 2,603 2,141 1,426 1,305 7,470 186,354 94 388,429 96 Overdue: - 136 856 1,253 695 787 749 878 6,415 11,769 6 16,259 4 Up to 14 days From15 to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days Above 360 days - 136 - 79 628 149 - 313 242 586 75 37 - 88 103 194 204 106 - 59 96 161 163 246 62 - 47 64 112 111 273 142 - 38 64 105 108 324 239 - 196 314 519 519 1,624 2,552 691 820 1,647 1,826 1,180 2,610 2,995 691 Total 361 155,721 9,742 7,830 3,298 2,928 2,175 2,183 13,885 198,123 Overall Total Consolidated 47,098 337,928 826,213 746,865 53,611 14,408 7,309 30,866 50,022 2,114,320 2,453,613 Overall Total Banco Sofisa 47,106 338,252 826,155 746,686 53,562 14,222 7,024 30,803 49,349 2,113,159 2,421,816 30 48 Total 42 11,248 7,132 16,161 15,280 44,472 76,437 46 217,699 54 217,699 1,045 2,511 2,740 1,941 3,757 3,606 659 100 404,688 100 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 9. Credit and leasing operations and other credits (amounts receivable from the sale of assets and exchange) c. Breakdown of credit operations, leasing operations and other credits by activity sector (amounts receivable from sale of assets and exchange) Sofisa Consolidated Public Sector Private Sector - legal entities Food Auto parts Sugarcane, sugar and alcohol Commerce Communication Construction Leather and footwear Distributor of vehicles and parts Electronics Pharmaceutical Computer and telecommunications Wood and furniture Mechanics Iron steel industry works and mining Paper and pulp Plastic and rubber Chemical and petrochemical General services Textile and clothing Transportation and storage Agribusiness Beverage Credit assignment Private sector - Individuals Total credit and leasing operations 31 Banco Sofisa 12/31/2011 12/31/2010 12/31/2011 12/31/2010 42,000 58,790 42,000 58,790 1,759,517 165,536 27,188 56,500 169,230 48,023 152,164 15,629 2,682 134,051 7,917 11,851 31,962 19,944 104,145 90,641 113,456 36,537 193,508 124,909 126,837 18,279 26,318 82,210 1,882,843 84,717 20,952 55,868 180,662 66,770 134,456 17,590 784 48,956 38,705 29,930 32,867 8,372 111,696 79,902 67,370 42,034 245,526 115,331 222,067 12,587 13,883 251,818 1,759,378 165,536 27,188 56,500 169,230 48,023 152,164 15,629 2,682 134,051 7,917 11,851 31,962 19,944 104,145 90,641 113,456 36,537 193,369 124,909 126,837 18,279 26,318 82,210 1,869,463 84,717 20,952 55,868 180,662 66,770 134,456 17,590 784 48,956 38,705 29,930 32,867 8,372 111,696 79,902 67,370 42,034 245,351 115,331 221,716 12,587 13,883 238,964 312,803 511,980 311,781 493,563 2,114,320 2,453,613 2,113,159 2.421.816 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 9. Credit and leasing operations and other credits (amounts receivable from the sale of assets and exchange) d. Diversification by type of product Sofisa Consolidated AA Working capital Discounting of trade bills Acquired financing Financing of import Financing of export Collateralized account Advances to deposit Checking accounts – corporate Overdraft protection BNDES financing Leasing operations Consigned loans / CDC Other credits and exchange Compror Finame Vehicles Overall Total A B C D 12/31/2011 E F G H Total 12/31/2010 Total % % 46,744 354 - 55,124 94 15,149 13,184 4,664 771 2,428 56,421 82,025 26,758 1,573 79,737 311,355 28,004 8,101 1,671 38,705 363,248 65 9,446 524 8,803 15,031 1,904 21,671 5,020 4,462 8,203 301,728 80,657 36,007 10,283 252,027 233 8,963 173 27,091 1,516 19,135 1,017 1,179 6,856 20,971 8,670 1,440 6,370 3 305 1,992 3,265 943 3,971 368 2,838 2,475 7,916 208 979 81 403 1,577 1,034 66 2,144 2,530 618 355 300 1,008 855 1,643 27,573 90 36 841 1,029 1,297 22,417 199 402 5,677 584 4,922 5,979 30 1,044 8,768 749,614 117,922 71,434 37,678 62,574 633,583 1,357 19,117 1,468 13,523 110,156 95,639 71,565 6,405 11,162 111,123 35 6 3 2 3 30 1 1 5 5 3 1 5 851,907 84,583 209,708 55,547 511,668 267 13,443 1,443 35,760 205,634 240,565 25,351 790 21,026 195,921 35 3 9 2 21 1 1 8 10 1 1 8 47,098 337,928 826,213 746,865 53,611 14,408 7,309 30,866 50,022 2,114,320 100 2,453,613 100 12/31/2010 Total % Banco Sofisa AA Working capital Discounting of trade bills Acquired financing Financing of import Financing of export Collateralized account Advances to deposit Checking accounts – corporate Overdraft protection BNDES financing Leasing operations Consigned loans / CDC Other credits and exchange Compror Finame Overall total 32 B A C D 12/31/2011 E F G H Total % 46,744 362 - 55,124 94 15,149 13,184 4,664 771 2,428 56,421 83,847 26,758 1,573 78,239 316,375 28,004 8,101 38,705 1,671 363,248 65 9,446 524 8,803 15,031 2,052 21,671 4,462 7,997 302,745 80,657 10,283 36,007 252,027 233 8,963 173 27,091 1,593 19,135 1,179 6,600 20,971 8,670 1,440 6,370 3 305 1,992 3,265 990 3,971 368 2,838 2,379 7,916 208 979 81 403 1,577 1,084 66 1,908 2,530 618 355 300 1,008 682 1,531 27,573 90 36 841 1,016 1,247 22,417 199 402 5,677 584 4,922 5,950 30 1,044 8,124 755,651 117,922 71,434 62,574 37,678 633,583 1,357 19,117 1,468 13,523 110,156 97,576 71,565 368 11,162 108,025 36 6 3 3 2 30 1 1 5 5 3 1 5 851,907 84,583 209,708 55,547 511,668 267 13,443 1,443 35,760 205,634 223,964 25,351 790 21,026 180,725 35 4 9 3 21 1 1 8 9 1 1 7 47,106 338,252 826,155 746,686 53,562 14,222 7,024 30,803 49,349 2,113,159 100 2,421,816 100 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 9. Credit and leasing operations and other credits (amounts receivable from the sale of assets and exchange) e. Diversification by type of guarantee received Sofisa Consolidated Banco Sofisa 12/31/2011 12/31/2010 12/31/2011 12/31/2010 1,004,461 106,337 33,058 264,413 50,697 90,004 3,081 9,997 28,609 96,078 71,265 8,355 347,965 2,114,320 843,706 66,202 8,100 280,130 181,136 110,219 3,717 1,956 56,040 199,109 41,967 11,542 649,789 2,453,613 1,004,461 106,337 33,058 264,413 50,697 90,004 3,081 9,997 28,609 93,230 71,265 8,355 349,652 2,113,159 843,706 66,202 8,100 280,130 171,184 110,219 3,717 1,956 56,040 193,559 41,967 11,542 633,494 2,421,816 Trade notes Promissory notes Post-dated checks Rent and property, receivables Guarantee granted from financial institutions Chattel mortgage of real estate Warrant and collateral pledge Withdrawals from companies abroad Contracts and banking domicile change restriction Payroll deduction loan/ CDC Investments Sale – machinery and equipment Chattel mortgage of vehicles Total f. Main debtors Sofisa Consolidated Amount Main debtor 10 major debtors 20 major debtors 50 major debtors 100 major debtors 30,291 235,653 405,437 743,184 1,075,709 12/31/2011 % on portfolio % on equity 1 11 19 35 51 4 30 52 95 138 Amount 12/31/2010 % on portfolio 29,256 229,710 389,427 693,119 982,128 % on equity 1 9 16 28 40 4 30 51 90 127 Banco Sofisa Amount Main debtor 10 major debtors 20 major debtors 50 major debtors 100 major debtors 33 30,291 235,653 405,437 743,184 1,075,709 12/31/2011 % on portfolio 1 11 19 35 51 % on equity Amount 4 30 52 95 138 29,256 229,710 389,427 693,119 982,128 12/31/2010 % on portfolio 1 9 16 29 41 % on equity 4 30 51 90 127 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 10. Allowance for loan losses a. Classification of credit, leasing and other operations by risk level (amounts receivable for sale of assets and exchange) Sofisa Consolidated 12/31/2011 Levels AA A B C D E F G H Credit operations with small and medium sized companies Operations with direct credit to consumers 12/31/2010 Other credits receivable and foreign exchange Leasing operations Established provision 46,745 99,352 779,711 692,630 43,028 9,717 3,841 27,779 30,512 497 7,797 20,779 4,303 2,915 1,921 21,306 30,512 353 155,397 9,800 8,009 3,347 3,114 2,460 2,246 14,558 796 100 246 343 956 1,260 1,959 14,558 56,421 15,031 27,091 3,265 1,577 1,008 841 4,922 282 150 813 327 473 504 589 4,922 26,758 21,671 19,135 3,971 30 134 217 574 397 30 47,098 337,928 826,213 746,865 53,611 14,408 7,309 30,866 50,022 1,709 8,264 22,412 5,369 4,344 3,685 23,854 50,022 176,603 707,752 876,240 493,005 48,584 65,509 9,420 8,009 68,491 3,539 8,763 14,790 7,070 19,649 4,711 5,606 68,491 1,733,315 90,029 199,284 20,218 110,156 8,059 71,565 1,352 2,114,320 119,659 2,453,613 132,619 Balance Established provision Balance Established provision Total Balance Balance Established provision Total Established provision Balance Established provision Balance Banco Sofisa 12/31/2011 Levels AA A B C D E F G H Credit operations with small and medium sized companies Balance Established provision 46,745 99,352 779,711 692,630 43,028 9,717 3,841 27,779 30,512 497 7,797 20,779 4,303 2,914 1,921 21,307 30,512 1,733,315 34 90,029 Operations with direct credit to consumers Balance 361 155,721 9,742 7,830 3,298 2,928 2,175 2,183 13,885 198,123 12/31/2010 Other credits receivable and foreign exchange Leasing operations Established provision 779 97 235 330 878 1,088 1,528 13,885 18,820 Balance 56,421 15,031 27,091 3,265 1,577 1,008 841 4,922 110,156 Established provision 282 150 813 327 473 504 589 4,922 8,059 Balance 26,758 21,671 19,135 3,971 30 71,565 Total Established provision Balance 134 217 574 397 30 47,106 338,252 826,155 746,686 53,562 14,222 7,024 30,803 49,349 1,352 2,113,159 Total Established provision Balance Established provision 1,691 8,262 22,401 5,356 4,266 3,512 23,424 49,349 166,651 694,856 874,788 490,883 47,626 65,061 8,824 7,558 65,569 3,472 8,748 14,727 6,974 19,518 4,412 5,291 65,569 2,421,816 128,711 118,260 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 10. Allowance for loan losses b. Changes in provision Sofisa Consolidated Banco Sofisa 12/31/2011 12/31/2010 12/31/2011 Opening balance 132,619 125,152 128,711 115,939 Provision increase 37,322 71,013 35,532 68,010 Additional provision (a) Credits written off 1,861 (52,143) 2,211 (65,757) 1,861 (47,844) 2,211 (57,449) Closing balance 119,659 132,619 118,260 128,711 15,746 20,524 14,892 6,661 Recovery 12/31/2010 (a) The Bank set up an additional provision to that established by Ruling No. 2682/99, in the amount of 1,861 referring to working capital operations classified under rating G in 12/31/2011. R$ c. Breakdown of provision by type of operation Provisioned amount Sofisa Consolidated 12/31/2011 Working capital Discounted notes Acquisition of credit rights with guarantee Import financing Export financing Guaranteed account Advance to depositors Corporate check 59,896 3,892 12/31/2010 67,493 1,946 Banco Sofisa 12/31/2011 12/31/2010 59,977 3,892 67,495 1,946 301 372 301 372 1,097 1,163 577 - 1,163 1,097 577 - 18,133 14,988 18,133 14,988 819 515 41 205 819 515 41 205 14 14 14 14 449 8,059 365 15,699 449 8,059 365 15,699 10,341 16,743 9,776 15,824 1,352 419 1,352 419 Compror 118 1,435 403 79 37 1,435 403 79 Vehicles 12,074 13,275 11,242 10,284 119,659 132,619 118,261 128,711 Overdraft facility BNDES - financing Leasing operations Payroll - deductible loans / CDC Finame - financing Other credit (amounts receivable according to useful life and exchange) Overall total 35 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 11. Foreign exchange portfolio Sofisa Consolidated and Banco Sofisa 12/31/2011 12/31/2010 77,996 66,090 11,360 (1,008) 1,554 19,232 11,348 61,241 (53,357) 25,733 24,210 785 738 1.882 773 25,291 (24,182) Assets - Other credits Exchange purchased pending settlement Right over exchange sale (-) Local currency denominated advances receipt Income receivable – advances granted Liabilities - Other obligations Exchange sold pending settlement Foreign exchange purchase (-) Advances on foreign exchange contracts (Note 9.a) 12. Income and social contribution taxes Sofisa Consolidated 12/31/2011 Income before taxes and profit sharing 12,191 Current rate 40% (4,876) 10,553 12/31/2010 Banco Sofisa 12/31/2011 12/31/2010 92,291 3,158 71,312 (36,916) (1,263) (28,525) 11,921 22,871 (11,209) (1,025) (10,530) 5,024 Assets- Not for own use (2,922) 2,959 (1,656) 1,949 Offsetting in the period 11,839 12,483 2,366 Others 12,845 12,929 11,625 13,531 IR E CS over permanent additions 14,770 (19,794) 23,813 (7,862) Total (expense) / Income Tax Revenue 25,323 (5,337) 35,734 15,009 Allowance for loan losses 36 14,457 (406) Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 13. Other credits – Sundry Sofisa Consolidated Short term Salary advances and prepayments Tax credit (b) Debtors due to purchase of securities and assets Debtors due to guarantee deposits (Note 21.c) Offsettable / recoverable income tax Offsettable / recoverable social contribution Offsettable Pis/Cofins Offsettable INSS - SAT Options by tax incentive Right over financial assets transfer and sale operations Mark-to-market (MTM) Sundry debtors – Abroad (a) Sundry debtors – Local Total 4,487 76,368 19,689 4,820 2,388 294 8 12/31/2011 Long term Total Short term 12/31/2010 Long term Total 26,744 51,204 159,285 17,327 2,174 10,795 - 4,487 235,653 19,689 17,327 4,820 2,388 294 2,174 8 10,795 26,744 51,204 3,519 38,391 4,550 7,590 5,623 1,046 8 15,259 15,711 21,841 30,796 187,732 18,294 2,069 9,805 - 3,519 226,123 4,550 18,294 7,590 5,623 1,046 2,069 8 25,064 15,711 21,841 30,796 186,002 189,581 375,583 144,334 217,900 362,234 Banco Sofisa 12/31/2011 Salary advances and prepayments Tax credit (b) Debtors due to purchase of securities and assets Debtors due to guarantee deposits (note 21.c) Offsettable/recoverable income tax Offsettable/recoverable social contribution Offsettable Pis/cofins Offsettable INSS - SAT Right over financial assets transfer and sale operations Mark-to-market (MTM) Sundry debtors - Abroad (a) Sundry debtors – Local Total 12/31/2010 Short term Long term Total Short term Long term Total 471 73,796 16,654 1,130 395 108 26,744 10,428 152,343 10,641 2,174 10,795 - 471 226,139 16,654 10,641 1,130 395 108 2,174 10,795 26,744 10,428 10 36,273 430 1,794 3,070 830 15,259 15,711 16,631 16,028 178,364 12,436 2,069 9,805 - 10 214,637 430 12,436 1,794 3,070 830 2,069 25,064 15,711 16,631 16,028 129,726 175,953 305,679 106,036 202,674 308,710 (a) These mainly refer to “reverse-repurchase agreements” in the amount of R$ 25,779, maturing up to December 2, 2012, with rates of 4% and 4.5% p.a., carried out by the Cayman branch. 37 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 13. Other credits – Sundry (b) Tax credit - Estimated realization and present value of recoverable tax credits and social contribution taxes recorded at December 31, 2011, resulting from the Provisional Executive Order 2158-35 of August 24, 2001, and considering the history of profitability and the expectation of future taxable income generation based on a technical feasibility study, segregated the nature and disbursements carried out, include: Sofisa Consolidated Tax Credits 12/31/2010 Realization/reversal Tax losses 144,062 Arising from excess depreciation exclusion From operations Temporary differences: 119,522 24,539 Doubtful receivables Tax contingencies Labor proceedings Mark-to-market – Circular No. 3068/2002 Provision for BNDU/Other impairments Elimination of tax effects without adjustments between related parties Total temporary differences 12/31/2011 37,679 143,164 (26,955) (11,621) 6,467 31,212 99,034 44,130 32,654 1,124 860 2,694 4,979 (12,968) "(1,035) (803) (3,036) (5,366) 6,382 2,276 96 7,486 5,340 574 26,067 2,365 153 7,144 4,953 574 42,311 (23,208) 22,154 41,256 186,373 (61,785) 59,833 184,420 14,363 (6,613) 18,727 26,478 Doubtful receivables Tax contingencies Labor proceedings Mark-to-market - Circular No. 3068/2002 Provision for BNDU /Other impairments Elimination of tax effects without adjustments between related parties 19,592 675 517 1,616 2,988 (7,780) (1,103) (483) (1,821) (3,219) 3,828 1,847 58 4,492 3,204 344 15,640 1,419 92 4,287 2,973 344 Total temporary differences 25,387 (14,405) 13,773 24,755 Social contribution pending settlement from option provided for in article 8 of the Provisional Executive Order No. 2158-35 dated 08/24/2001 39,749 (21,016) 32,500 51,233 226,123 (82,803) 92,333 235,653 Total income tax credit CSLL tax base (38,577) Constitution Temporary differences: Total IRPJ and CSLL tax credits Tax credits Realization year 2012 2013 2014 2015 2016 2016 to 2020 Temporary differences Corporate Income (IRPJ) Tax losses Tax losses excess Total income tax Social Contribution on net profit (CSLL) Temporary Tax loss Total social differences carryforwards contribution 22,653 8,276 5,846 3,953 527 1 6,753 8,639 11,101 14,237 3,400 8,656 38,898 30,574 20,193 684 30 31,309 53,927 45,059 35,246 15,447 3,431 13,577 4,981 3,508 2,372 316 - 4,053 5,183 6,660 8,542 2,040 13,577 9,034 8,691 9,032 8,858 2,040 Total 41,256 44,130 99,034 184,420 24,754 26,478 51,232 Present value 32,521 19,360 70,800 121,998 19,512 11,616 31,128 38 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 13. Other credits – Sundry Banco Sofisa Tax Credits 12/31/2010 Tax losses Realization/reversal 139,660 Constitution 12/31/2011 (36,061) 36,188 139,787 Arising from excess depreciation exclusion From operations 119,522 20,138 (26,932) (9,129) 6,467 29,721 99,057 40,730 Temporary differences: Doubtful receivables Tax contingencies Labor proceedings Mark-to-market – Circular No. 3068/2002 Provision for BNDU/Other impairments 31,980 426 57 2,694 4,153 (11,749) (1,343) (2,748) (4,549) 5,587 1,580 96 7,198 5,314 25,817 663 153 7,144 4,918 Total temporary differences 39,310 (20,389) 19,775 38,696 178,970 (56,450) 55,963 178,483 12,081 (5,476) 17,832 24,438 Doubtful receivables Tax contingencies Labor proceedings Mark-to-market - Circular No. 3068/2002 Provision for BNDU /Other impairments 19,188 256 34 1,616 2,492 (7,050) (806) (1,648) (2,729) 3,352 948 58 4,319 3,188 15,490 398 92 4,287 2,951 Total temporary differences 23,586 (12,233) 11,865 23,218 Social contribution pending settlement from option provided for in article 8 of the Provisional Executive Order No. 2158-35 dated 08/24/2001 35,667 (17,708) 29,697 47,656 214,637 (74,159) 85,660 226,139 Total income tax credit CSLL tax base Temporary differences: Total IRPJ and CSLL tax credits Tax credits Realization year 2012 2013 2014 2015 2016 2016 a 2020 Temporary differences Corporate Income (IRPJ) Tax losses Tax losses excess Total income tax Social Contribution on net profit (CSLL) Temporary Tax loss Total social differences carryforwards contribution 21,906 6,518 5,808 3,938 526 - 6,753 8,639 11,101 14,237 - 8,679 38,898 30,574 20,193 684 30 30,585 52,169 45,021 35,231 15,446 30 13,144 3,911 3,485 2,363 316 - 4,051 5,183 6,660 8,542 - 13,144 7,962 8,668 9,023 8,858 - Total 38,696 40,729 99,057 178,483 23,219 24,436 47,655 Present value 30,479 17,595 70,820 118,210 18,288 10,556 28,844 39 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 13. Other credits – Sundry (*)Present value adjustment was based on the average funding rate. The P&L has no direct relation with the taxable income for income and social contribution tax purposes, based on differences between the accounting criteria and the tax legislation in force. Therefore, it is noteworthy that the realization evolution of income and social contribution tax losses and temporary differences should not be considered as evidence of future net profits. For the interpretation of the Central Bank of Brazil, transmitted to the Bank's management and its external auditors, by the article 5, paragraph 2 of Resolution No. 3.355, the tax effects related to excess of depreciation of assets subject to leasing operations should not be excluded for the determination of taxable profits in at least three of the last five fiscal years, as stipulated in Article 1, paragraph I of the Resolution, With this interpretation, the Bank would reverse tax credits for income tax in the amount R $ 67.811 on December 31, 2011, reversal would not apply to social contribution tax credits recorded by the Bank, however, the semester ending on June 30, 2012, the projections made by management, the Bank recognize the balance of tax credit, eliminating possible effects on your net worth, to date, there is no formal decision on the subject, for which no adjustment was made in the exercise. 14. Other assets Sofisa Consolidated 12/31/2011 12/31/2010 Foreclosed assets Real estate Vehicles Other (-) Provision for impairment 44,894 25,651 3,225 (7,605) 66,164 68,438 16,747 2,128 (13,566) 73,747 Sofisa Consolidated 12/31/2011 12/31/2010 Prepaid expenses Insurance expenses Commissions paid to correspond banks Fundings abroad Other values and assets 40 89 12,978 7,442 20,509 86,673 108 1,288 9,964 11,360 85,107 Banco Sofisa 12/31/2011 12/31/2010 14,424 25,277 3,225 (7,464) 35,462 35,163 16,532 2,093 (10,262) 43,526 Banco Sofisa 12/31/2011 12/31/2010 89 10,440 7,442 17,971 53,433 108 1,222 9,964 11,294 54,820 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 15. Property and equipment in use Depreciation Rate % Land Buildings Facilities Machinery and equipment Data processing system Transportation system Construction in progress Equipment /Right of use Other 4 10 10 20 20 10 Depreciation Rate % Land Buildings Facilities Machinery and equipment Data processing system Transportation system Construction in progress Equipment /Right of use Other 41 4 10 10 20 20 10 Sofisa Consolidated Accumulated depreciation Cost 12/31/2011 12/31/2010 14,846 36,205 1,127 2,253 3,696 5,604 489 15 351 64,586 14,847 38,296 1,037 2,241 4,063 4,871 520 15 338 66,228 12/31/2011 (7,141) (621) (1,311) (2,843) (2,425) (268) (14,609) 12/31/2010 (5,609) (551) (1,172) (2,647) (1,834) (252) (12,065) Banco Sofisa Accumulated depreciation Cost 12/31/2011 12/31/2010 12/31/2011 203 3,083 1,127 2,240 3,323 3,267 84 15 348 203 3,083 1,011 2,125 3,329 2,479 169 15 335 (482) (621) (1,308) (2,552) (1,484) (267) 13,690 12,749 (6,714) 12/31/2010 Net value 12/31/2011 12/31/2010 14,846 29,064 506 942 853 3,179 489 15 83 49,977 14,847 32,687 486 1,069 1,416 3,037 520 15 86 54,163 Net value 12/31/2011 12/31/2010 (405) (543) (1,145) (2,274) (1,172) (251) 203 2,601 506 932 771 1,783 84 15 81 203 2,678 468 980 1,055 1,307 169 15 84 (5,790) 6,976 6,959 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 16. Deposits and funds from acceptances and issue of securities a. Breakdown by maturity Sofisa Consolidated 12/31/2011 Up to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days Short Term Demand deposits 70,899 - Time deposits 88,200 53,032 78,245 212,395 292,533 Interbank deposits 2,676 589 816 70,899 724,405 4,081 12/31/2010 585 1,811 1,434 1,090 - 763 6,122 1,442 15,069 9,434 Demand deposits 124,674 - 4,920 32,830 124,674 LCA LCI Time deposits 226,741 160,121 61,393 355,460 253,399 1,057,114 Interbank deposits 9,954 13,575 3,530 273 700 Deposits for investments 42 - 28,032 LCA 1,395 3,062 307 12,725 1,930 42 19,419 Above 360 days - 1,540,334 19,665 - 3,079 - 1,103,819 16,197 - - Long Term - 1,540,334 19,665 - 3,079 - 1,103,819 16,197 - - 2,264,739 23,746 2,160,933 44,229 42 Overall total 70,899 4,920 35,909 124,674 19,419 Banco Sofisa 12/31/2011 Up to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days Short term Above 360 days Long term Overall total Demand deposits 73,462 73,462 Time deposits 88,200 53,032 78,245 238,687 330,958 Interbank deposits 2,676 589 75,956 789,122 79,221 - 1,635,253 19,665 - 1,635,253 19,665 2,424,375 98,886 73,462 12/31/2010 585 1,811 1,434 1,090 - 763 6,122 1,442 15,069 9,434 Demand deposits 127,077 - 4,920 32,830 127,077 LCA LCI - 3,079 - 3,079 4,920 35,909 Time deposits 226,741 160,121 61,393 355,460 328,934 Interbank deposits 14,555 13,575 3,530 273 700 Deposits for investments 42 - 1,132,649 32,633 42 - 1,161,974 16,197 - - 1,161,974 16,197 - 2,294,623 48,830 42 127,077 LCA 1,395 3,062 307 12,725 1,930 19,419 19,419 b. Breakdown by market segment Sofisa Consolidado Public sector Business activities Rural Industry Commerce Financial institutions Other services Funds Foundations Insurers Individuals Houisng Overall total Demand deposits 321 106 113 32,630 16,270 232 18,336 2,555 336 70,899 Time deposits 1,704 386 202 104,743 90,957 102,670 251,357 1,069,414 312,247 45,240 284,277 1,542 2,264,739 12/31/2011 Interbank deposits - LCA LCI - 23,746 23,746 - 4,920 4,920 35,909 35,909 Demand deposits 444 Time deposits 1,450 924 64,057 30,860 2,244 25,228 546 371 124,674 84,447 51,950 57,728 252,901 1,019,684 376,313 49,504 259,573 7,383 2,160,933 Demand deposits 444 924 64,081 30,860 Time deposits 1,450 84,447 51,950 12/31/2010 Interbank deposits 44,229 44,229 Deposits for investments - LCA - 42 42 19,419 19,419 Banco Sofisa Public sector Business activities Rural Industry Commerce Financial institutions Other services Funds Foundations Insurers Individuals Houisng Overall total 42 Demand deposits 321 106 113 32,630 16,270 425 20,706 2,555 336 73,462 Time deposits 1,704 386 202 104,743 90,957 102,670 410,993 1,069,414 312,247 45,240 284,277 1,542 2,424,375 12/31/2011 Interbank deposits 98,886 LCA LCI - - - - 2,633 57,728 - - - 27,218 386,591 - - - 98,886 4,920 4,920 35,909 35,909 546 371 127,077 1,019,684 376,313 49,504 259,573 7,383 2,294,623 12/31/2010 Interbank deposits 48,830 Deposits for investments - LCA - - - - - - - - - 48,830 42 42 19,419 19,419 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 16. Deposits and funds from acceptances and issue of securities -continued c. Concentration of main depositors Sofisa Consolidated Main depositor 10 major depositors 20 major depositors 50 major depositors 100 major depositors Demand deposits Time deposits 3,638 21,179 29,589 40,899 49,818 62,557 374,304 561,137 1,001,542 1,491,119 12/31/2011 Interbank deposits LCA 14,271 23,745 - LCI 1,022 3,768 4,920 4,920 - 3,079 15,293 20,841 29,718 35,909 Demand deposits Time deposits 9,778 33,445 48,580 76,212 97,601 173,503 582,830 759,175 1,177,350 1,604,588 Demand Time deposits deposits 12/31/2010 Interbank Deposits for deposits investments 12,647 44,229 - LCA 42 - 1,553 7,774 17,994 19,419 19,419 Banco Sofisa 12/31/2011 Main depositor Demand Time deposits deposits 12/31/2010 Interbank deposits LCA LCI Interbank Deposits for deposits investments LCA 3,638 97,665 75,141 1,022 3,079 9,778 173,503 12,647 42 10 major depositors 21,179 488,895 98,886 3,768 15,293 33,445 658,537 48,830 - 7,774 20 major depositors 29,799 680,247 - 4,920 20,841 48,976 856,123 - - 17,994 50 major depositors 41,866 1,131,864 - 4,920 29,718 77,229 1,283,562 - - 19,419 100 major depositors 51,228 1,632,287 - 35,909 99,059 1,722,075 - - 19,419 - 17. Funds obtained in open market Funds obtained in open market comprise the repurchase commitments of securities at fixed prices pegged to the Financial Treasury Bills (LTN) maturing on July 1, 2012, in the total amount of R$ 11,254 in Sofisa Consolidated and Banco Sofisa at December 31, 2011 (R$ 45,149 in Sofisa Consolidated and Banco Sofisa at December 31, 2010), of own portfolio. 43 1,553 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 18. Borrowings and onlending a. Foreign borrowings Sofisa Consolidated 12/31/2011 Banco Sofisa 12/31/2010 12/31/2011 12/31/2010 Up to 90 days From 91 to 180 days From 181 to 360 days 63,837 21,981 109,623 37,250 13,077 161,298 66,248 21,981 102,232 37,250 13,077 161,298 Total 195,441 211,625 190,461 211,625 b. Onlending – BNDES Sofisa Consolidated and Banco Sofisa 12/31/2011 Up to 90 days From 91 to 180 days From 181 to 360 days Above 360 days Total 12/31/2010 2,636 2,603 3,782 1,018 6,452 6,116 10,223 10,005 10,039 32,796 c. Onlending – Finame Sofisa Consolidated and Banco Sofisa 12/31/2011 Up to 90 days From 91 to 180 days From 181 to 360 days Above 360 days Total 12/31/2010 3,973 3,493 5,677 6,913 4,577 4,377 8,407 19,088 20,056 36,449 d. Foreign onlending Sofisa Consolidated and Banco Sofisa 12/31/2011 12/31/2010 Up to 90 days From 91 to 180 days From 181 to 360 days Above 360 days 2,355 6,094 129,728 247,495 964 268 19,291 361,938 Total 385,672 382,461 Funds raised by the Bank with FMO, IFC and IDB have specific contract covenants, considered appropriate by Management at December 31, 2011. 44 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 19. Other obligations – tax and social security Sofisa Consolidated Short term 12/31/2011 Long term Total Short Term 12/31/2010 Long Term Total Provision for taxes and social contribution on profit Taxes and contributions payable (b) Provision for deferred income tax (a) 9,820 7,062 74,964 55,648 36,179 9,820 62,710 111,143 15,410 5,395 76,012 59,031 59,758 15,410 64,426 135,770 Total 91,846 91,827 183,673 96,817 118,789 215,606 Banco Sofisa 12/31/2011 Short term Provision for taxes and social contribution on profit Taxes and contributions payable (b) Provision for deferred income tax (a) Long term 12/31/2010 Total Short Term Long Term 825 6,694 74,964 55,648 36,179 825 62,342 111,143 2,216 4,940 76,012 59,031 59,758 2,216 63,971 135,770 82,483 91,827 174,310 83,168 118,789 201,957 a) This refers to provision for income and social contribution taxes on real estate revaluation reserves in subsidiaries, excess depreciation of leased assets, temporarily excluded from the income tax base, and tax effects related to available-for-sale securities marked to market, amounting to R$ 465, R$ 110,673 and R$ 5, respectively, at December 31, 2011, and amounting to R$ 465, R$135,292 and R$13, respectively, at December 31, 2010. b) This refers to provision for COFINS of R$ 41,785 of previous periods paid in 180 months (REFIS), R$ 9,158, paid in 60 months (ordinary payment in installments) and R$ 11,767 (Sofisa Consolidated) and R$ 11,399 (Banco Sofisa) corresponding to legal liabilities for 2011. 45 Total Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 20. Other obligations – securities trading Sofisa Consolidated and Banco Sofisa 12/31/2011 Short term Total 40 40 - Operations with financial assets - BM&F Other obligations for securities trading Total 40 12/31/2010 Short term Total 2,202 2,202 68 68 40 2,270 2,270 21. Other obligations– Sundry Sofisa Consolidated 12/31/2011 Cashier’s checks Provision for payments to be made Provision for contingent liabilities (c) Sundry debtors - abroad (a) Sundry debtors – local Obligation through sale / transfer of financial assets (b) Total 12/31/2010 Short term 754 8,638 108,107 13,485 19,918 Long term 18,743 14,825 Total 754 8,638 18,743 108,107 13,485 34,743 Short Term 7,735 73,064 57,216 51,056 Long Term 6,989 16,765 65,405 150,902 33,568 184,470 189,051 89,159 Total 7,735 6,989 89,809 57,216 116,461 278,210 Banco Sofisa 12/31/2011 Cashier’s checks Provision for payments to be made Provision for contingent liabilities (c) Sundry debtors - abroad (a) Sundry debtors – local Obligation through sale / transfer of financial assets (b) Total Short term 754 9,502 98,469 25,264 19,918 Long term 153,907 12/31/2010 11,934 14,825 Total 754 9,502 11,934 98,469 25,264 34,743 Short Term 6,316 65,499 39,872 51,056 Long Term 982 7,637 65,405 6,316 982 73,136 39,872 116,461 26,759 180,666 162,743 74,024 236,767 (a) These refer to the issue of linked notes (linked to shares/bond operations) amounting to R$ 9,638 with final maturity on March 18, 2013, all of which are carried out by the subsidiary Sofisa Investment Ltd., and repo operations amounting to R$ 66,565 with final maturity until March 14, 2012, “linked notes” amounting to R$ 4,053 maturing on September 24, 2012, and “global notes” amounting to R$ 12,829 maturing up to March 19, 2012, made by the Cayman branch. (b) These refer to obligations with other financial institutions arising from credit portfolio assignment with assumption of substantial risks as well as rewards. 46 Total Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 21. Other obligations– Sundry -- Continued Sofisa Consolidated and Banco Sofisa 12/31/2011 12/31/2010 Book value of the assumed obligation Book value of the assumed obligation Credit operations Leasing operations 12,683 22,060 42,038 74,423 Total 34,743 116,461 (c) Contingencies During the normal course of their businesses, the Bank and its subsidiaries are exposed to certain contingencies and risks. Within this context, the approximate amount of ongoing lawsuits, for which the likelihood of loss is assessed as probable or possible, distributed as follows: Sofisa Consolidated Description Probable Possible 7,563 21,941 612 4,287 1,431 13,192 9,137 - 18,743 39,420 Tax proceedings Labor proceedings Civil proceedings Provision for contingencies on credits assigned with guarantee Total Banco Sofisa Description Tax proceedings Labor proceedings Civil proceedings Provision for contingencies on credits assigned with guarantee Total Probable 754 Possible 21,941 612 4,287 1,431 13,192 9,137 - 11,934 39,420 Provisions for contingencies with probable unfavorable outcome are established at known values, for labor, tax and civil issues being discussed in administrative and legal instances, backed by the opinions of the Company’s legal counsel. The Bank has contingencies related to COFINS calculated in accordance with Law No. 9718/1998 in the periods from April 2000 to March 2004 totaling R$ 42,212, of which the due date is lapsed. Accordingly, and based on the strength of arguments not compelling the Bank to pay the alleged COFINS tax debt, in accordance with the opinion of the Bank's legal counselors, these amounts have not been provisioned. At December 31, 2011, we recorded judicial deposits in the amount of R$ 17,327 in Sofisa Consolidated and R$ 10,641 in Banco Sofisa, recorded under the heading “Other credits”, which are related to these contingencies (Note 13). 47 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 22. Shareholders’ equity Capital Subscribed and paid up capital is represented by and divided into 97,140,150 book-entry registered common shares with no par value, and 40,607,271 book-entry registered preferred shares with no par value. Interest on equity and dividends The Bank’s Bylaws entitle shareholders to a minimum dividend of 25% of the annual adjusted net income as provided for by law, which may be alternatively distributed as Interest on Equity (IOE). In the year ended December 31, 2011, the provision for interest on equity was as follows: R$ 45,809 R$ (6,871) R$ 38,938 Interest on equity paid and/or provisioned Withholding income tax (IRRF) - 15% Net provision for the period The tax incentive from the distribution of interest on equity resulted in R$ 16,975 reduction of charges related to income and social contribution taxes of the period. The Board of Directors’ Meeting of September 14, 2009 approved the payment of interim Interest on Equity (IOE), to be included in the minimum mandatory dividends of 2009, at the gross overall amount of R$ 3,000, or R$0.02177935 per common and/or preferred shares. The aforesaid payment, scheduled for September 28, 2009, was suspended by the Federal Regional Court of the 3rd Region, in view of the previous dispute at the Federal Judiciary branch between Banco Sofisa and tax authorities with the purpose of establishing which revenues of the Bank must and must not be considered in the PIS/COFINS tax base. At December 31, 2009, the Bank adjusted its procedures for COFINS recognition purposes in accordance with the rules set forth by State Finance Authority; therefore the triggering event for such suspension no longer exists. Accordingly, the Bank is awaiting the legal decision to continue payment of such amounts The Board of Directors’ Meeting of August 19, 2011 approved payment to shareholders, as interest on equity - IOE, to be included in minimum mandatory dividends referring to 2011, as provided for by article 9, paragraph 7, of Law No. 9249/1995, subject to approval by the Bank’s general shareholders’ meeting to be held in 2012, as under: Ad referendum of the General Assembly of the Society held on April 24, 2011: 48 Payments referring to income for the year Date of payment statement 2011 02/28/2011 Total gross amount 4,377,866,13 Amount per ON and PN share Gross amount 0.03178184 Net amount 0.02701456 Date of payment 03/17/2011 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 22. Shareholders’ equity -- Continued Ad referendum of the General Assembly of the Society to be held in April 2012: Amount per ON and PN Payments share Date of payment Total gross referring to statement amount income for the Gross year amount Net amount 2011 05/23/2011 6,000,000,00 0.04355798 0.03702429 2011 08/19/2011 29,170,042,09 0.21176471 0.18000000 23. Income from credit operations Accumulated in Sofisa Consolidated Banco Sofisa 12/31/2011 12/31/2010 12/31/2011 12/31/2010 Working capital Discounted notes Direct consumer credit Guaranteed accounts Advance to depositors Income from consigned loans Corporate check Overdraft facility Income from financing Income receivable from sale/transfer of financial assets 116,982 22,859 23,163 119,086 996 17,581 12,077 559 62,552 166,348 13,281 38,536 100,532 361 43,030 12,459 298 82,892 116,982 22,859 23,163 119,086 996 15,036 12,077 559 31,887 166,348 13,281 38,072 100,532 361 42,272 12,459 298 76,342 18,217 20,524 14,892 6,661 Total 394,072 478,261 357,537 456,626 24. Income from leasing operations Accumulated in Sofisa Consolidated and Banco Sofisa 12/31/2011 12/31/2010 Income from lease consideration Fines and interest on receipt of consideration Income from excess depreciation Income from lease - Finame Income from lease operation fees Income from disposal of leased assets 46,001 8,437 6,692 4,546 (437) 178,208 53,982 10,879 29,341 8,177 (364) 181,849 Total 243,447 283,864 49 Date of payment 06/08/2011 08/29/2011 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 25. Profit on marketable securities Accumulated in Sofisa Consolidated 12/131/2011 Income from investment in operation subject to repurchase agreement Income from interbank deposits Income from investment funds Income from fixed-rate bonds Income from marketable securities held abroad Income from variable-rate bonds Income (loss) from market value adjustment 26,254 8,778 23 118,177 30,694 (5,519) (4,016) Total 174,391 Banco Sofisa 12/31/2010 37,491 4,566 4 97,327 23,644 5,211 (1,437) 166,806 12/31/2011 12/31/2010 26,254 16,849 23 110,511 30,704 1,872 (4,016) 37,491 8,260 4 80,281 23,644 712 (1,437) 182,197 148,955 26. Open market funding expenses Accumulated in Sofisa Consolidated 12/31/2011 12/31/2010 Banco Sofisa 12/31/2011 12/31/2010 Marketable securities held abroad (a) Interbank deposits Time deposits Operations subject to repurchase agreements Other (7,732) (6,430) (259,811) (4,816) (9,984) (8,697) (6,201) (226,529) (4,735) (8,165) (5,028) (9,918) (276,316) (4,816) (10,066) (5,580) (7,092) (240,180) (4,735) (8,644) Total (288,773) (254,327) (306,144) (266,231) a) Refers to securities issued by Sofisa Investment Ltd and Cayman Branch with maturity up to December 2012. 50 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 27. Expenses from leasing operations Accumulated in Sofisa Consolidated and Banco Sofisa 12/31/2011 12/31/2010 Leased asset depreciation Discounts granted Insufficient leasing depreciation expenses Other leasing expenses (113,474) (5,089) (91,867) (395) (209,424) (5,677) (569) Total (210,825) (215,670) 28. Personnel expenses Accumulated in Banco Sofisa Sofisa Consolidated 12/31/2011 Salaries Benefits Payroll charges Training Fees Total 51 12/31/2010 12/31/2011 12/31/2010 (38,227) (6,958) (14,959) (163) (5,806) (35,498) (11,786) (14,615) (326) (6,080) (37,031) (6,636) (14,574) (160) (5,806) (30,047) (5,277) (12,897) (305) (6,080) (66,113) (68,305) (64,207) (54,606) Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 29. Headcount per department (unaudited) Sofisa Consolidated Banco Sofisa 12/31/2011 12/31/2010 12/31/2011 12/31/2010 Operating 111 120 111 120 Sales 102 103 102 103 Financial 8 15 8 15 Investor relations 1 2 1 2 Support and control 201 170 190 158 Credit support 22 31 22 31 Formalization and collection 37 30 37 30 8 9 8 9 Funding support Controlling 13 15 13 15 Budget management and P&L analysis 3 3 3 3 Compliance/ internal controls / Audit 5 2 5 2 Human resources 4 4 4 4 Legal counsel 7 4 7 4 Ombudsman 1 1 1 1 IT 6 6 6 6 62 65 51 53 Administrative Sofisa direct 21 - 21 - Renegotiation and credit monitoring 12 - 12 - 312 290 301 278 Overall total 52 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 30. Other administrative expenses Accumulated in Sofisa Consolidated 12/31/2011 Banco Sofisa 12/31/2010 12/31/2011 12/31/2010 (555) (3,654) (1,324) (2,498) (221) (587) (4,856) (1,502) (3,411) (1,208) (438) (3,010) (1,299) (11,379) (119) (509) (3,736) (1,388) (11,427) (1,101) Data processing Events and public relations Insurance Finance system services Third-party services Specialized services Transportation Travels and lodging Depreciation and amortization Other provisions (4,115) (11,413) (601) (5,702) (12,923) (11,362) (2,719) (840) (4,506) (9,682) (8,659) (3,696) (2,517) (6,158) (7,352) (12,111) (4,758) (1,210) (4,955) (4,608) (3,453) (10,867) (566) (4,970) (12,422) (11,311) (2,459) (830) (2,070) (8,881) (7,536) (3,324) (2,511) (4,916) (5,865) (11,579) (4,200) (926) (2,270) (2,475) Total (72,115) (67,588) (74,074) (63,763) Advertising and publicity Communication Asset maintenance and upkeeping Rent Charitable contributions 31. Tax Expenses Accumulated in Sofisa Consolidated 12/31/2011 Federal expenses Cofins Pis Other 12/31/2010 Banco Sofisa 12/31/2011 12/31/2010 (20,223) (13,923) (2,323) (3,977) (29,616) (19,830) (3,306) (6,480) (17,990) (12,115) (1,969) (3,906) (23,941) (15,892) (2,582) (5,467) State Expenses (2,059) (332) (2,051) (323) Municipal expenses (2,338) (2,674) (2,227) (2,190) (24,620) (32,622) (22,268) (26,454) Total 53 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 32. Other operating revenues Accumulated in Sofisa Consolidated Banco Sofisa Reimbursement of expenses Revenues from sale of subsidiaries’ assets Monetary variation gains Miscellaneous Total 12/31/2011 12/31/2010 12/31/2011 12/31/2010 1,861 3,518 375 6,462 241 3,625 605 6,904 286 208 6,130 223 421 2,256 12,216 11,375 6,624 2,900 a) On April 7, 2011 the sale of the subsidiary Rede Matriz Serviços e Franquias Ltda. was concluded. The effects of this transaction were included in the P&L for the year. 33. Other operating expenses Accumulated in Sofisa Consolidated Banco Sofisa 12/31/2011 12/31/2010 12/31/2011 12/31/2010 (7,471) (7,110) (13,364) (19,787) (5,740) (7,062) (11,886) (13,847) Expenses with depreciation – Rural Product Bills (CPR) Expenses with operating provisions Sundry Financial agent – return (10,568) (2,685) (11,184) (2,584) (10,740) (21,770) (10,568) (4,057) (11,184) (2,584) (6,682) (24,720) Total (39,018) (68,245) (38,611) (59,719) Discounts granted Expenses with commissions 54 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 34. Risk management The risk management, performed in a well structured manner, encompasses the assessment and control of credit, market, liquidity and operating risks incurred by the Bank and its subsidiaries. This is a continuous process, permanently reviewed and serves as the basis for the Group’s strategies. a. Credit risk Credit risk is associated to losses and uncertainties regarding the capacity of a client or counterparty to comply with their financial obligations towards the Institution. Sofisa’s management aims at maximizing the risk/asset return ratio, maintaining the quality of credit portfolio at levels that are appropriate to the market segment where it operates. Its strategy is focused on the creation of more value for its shareholders than the minimum return adjusted to risk. The credit policy is established based on internal factors, such as client rating criteria and portfolio growth analysis, delinquency levels recorded, return rates, quality of portfolio and economic capital allocated; and external factors, related to the economic environment, both in Brazil and abroad. Additionally, Sofisa continuously evaluates its credit portfolio to identify objective evidence of loss in the fair value of its assets. b. Market risk It is the risk associated with the probability that the variation in the value of assets and liabilities, caused by uncertainties regarding changes in prices and market rates, will generate losses for the institution. VaR (Value at Risk) is a statistical method used to quantify market risk and was calculated for the Bank’s asset and liability positions based on a 99% confidence interval and a 1-day settlement period. At December 31, 2011, the consolidated VaR for operations with interest risk at fixed rates in domestic currency totaled R$ 702 thousand. For more information, please check Banco Sofisa’s IR webpage (www.sofisa.com.br/ir/). c. Liquidity risk It is the risk that the institution will not have sufficient net resources to meet its financial commitments the moment they happen, i.e., the possibility of a term or volume mismatch between expected receivables and the payables in its cash flow. To manage cash liquidity in domestic and foreign currencies, future disbursement and receipt assumptions are established based on statistical and economic-financial models, which are monitored daily by the control and liquidity management areas. As part of the daily controls, minimum cash and liability concentration limits are established, allowing preliminary actions to be taken to ensure that the institution has sufficient resources to meet its financial commitments. d. Operating risk Sofisa’s operating risk management structure, available on its IR webpage, is incumbent upon the management’s internal controls, which is subordinated to the CEO. Sofisa’s operating risk management structure is going through improvements, mainly focusing on identifying, assessing, monitoring, controlling and mitigating risks whose occurrence might generate operating losses to the Organization, occurring from failures, deficiencies or inadequacy of internal processes, people and systems, or external events, without losing sight of the legal risks associated with the execution of contracts, processes or unfavorable court decisions. 55 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 34. Risk management -- Continued With this purpose, the unit responsible for operating risk management uses the Basic Indicator Approach (BIA) and appropriate mechanisms to support monitoring, which have been equally reviewed, such as: Risk matrix and Action Plans for control improvements, Risk Indicators, Loss Basis, Capital Allocation, performance of Compliance Agents, monitoring of operating risks occurrences and clients’ complaints, notices and external frauds, Operating Risk Management Policy, Management Reports and Business Continuity Plan. e. Mark-to-market and foreign exchange exposure for consolidated gains and losses At December 31, 2011, the accounting values related to financial instruments, whether reported or not in the balance sheet, when compared with the amounts which could be obtained from negotiations on an active market or in absence of such, with net present value of future cash flows adjusted based on the market interest rate are as follows: Operations with pre-fixed interest rate risks denominated in local currency Mark-toMarket ( R$ 000) Curve value (R$ 000) Operation Average Rate (% p.m.) Duration (calendar days) Amount in stress ambience (R$ 000) Var 99% 1 day (R$ 000) Assets Credit purchases 59,744 86,560 1.36 291 86,066 Securities and checks discounted 19,592 19,858 1.95 40 19,832 2 Working capital 81,356 83,986 1.22 187 83,464 62 Securities 25,555 26,494 1.13 633 24,519 71 Financial 107 262,033 299,549 1.84 413 298,926 540 Leasing 86,973 93,863 1.54 303 93,164 123 Collateralized account 20,791 20,725 0.54 35 20,702 2 Futures market 15,435 15,435 0.94 470 15,078 33 571,478 646,471 1.56 641,751 939 Total assets Liabilities Swap 78,058 78,925 0.98 239 78,259 80 130,008 141,509 1.07 917 145,473 525 CFI assignment 31,864 33,971 1.52 267 33,693 39 Leasing assignment 46,391 48,313 1.49 177 47,929 36 Total Liabilities 286,320 302,718 1.04 305,355 680 Balance (NET) 285,158 343,753 336,396 260 CDB/CDI Interest rate curve for the calculation of the mark to market value Rate (% p.a.) Days standard (252) 32 60 90 151 180 270 360 720 1082 2160 2286 3602 5580 10.49 10.03 10.25 9.94 9.91 9.88 9.84 10.32 10.59 10.84 10.83 11.00 11.01 Interest rate curve used for calculation of the mark to market value in a stress ambience Rate (% p.a.) 56 Days standard (252) 32 60 90 151 180 270 360 720 1082 2160 2286 3602 5580 9.24 8.78 9.00 8.69 8.66 7.88 7.84 8.32 8.34 8.59 8.58 8.75 8.76 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 34. Risk management -- Continued Operations with pre-fixed interest rate risk denominated in US dollar Operation Curve value (R$ 000) Mark-to-Market (R$ 000) Average Rate (% p.a.) Duration (calendar days) Amount in stress ambience (R$ 000) Assets Swap Dollar 306,261 308,810 3.65 929 292,466 Swap Euro 45,678 46,281 3.93 539 44,422 Cash and cash equivalents 67,150 67,150 - 1 67,146 5,060 5,133 5.63 167 5,015 192,111 209,758 6.59 1,699 179,205 Resolution 63 Marketable securities Others FINIMP financing / Letter of Credit BNDES financing 418 418 - - 418 62,598 63,410 7.11 94 62,280 105 109 9.43 229 103 9,833 9,833 - 1 9,832 Securities financing 25,789 25,828 2.84 98 25,650 Advances on foreign exchange contracts ACC/ACE 66,114 66,834 6.63 91 781,115 803,561 Futures contracts on BMF 157,453 157,486 1.93 33 157,165 Foreign onlending 347,538 334,473 0.84 640 335,775 93,806 92,752 1.52 334 92,120 Issue of Notes - Cayman 4,054 4,054 - - 4,054 Issue of Linked Notes - ADR 9,599 9,599 - - 9,599 Exchange sold pending settlement 51,265 51,216 - 30 51,179 Other obligations 67,234 67,239 0.41 18 67,169 BNDES financing 104 106 4.43 229 103 66,590 66,590 1.39 309 65,479 Total liabilities 797,643 783,514 782,644 Total (16,528) 20,047 (30,320) Variable income securities - ADR Total Assets 65,787 752,323 Liabilities Eurobond Financed securities Interest rate used for the calculation of the mark to market value Days 32 60 90 120 180 Rate (% p.a.) 1.42 2.04 2.28 2.40 2.51 270 2.65 361 2.80 720 3.11 1082 3.54 Interest rate curve used for the calculation of the mark value in stress ambience Days 32 60 90 120 180 270 361 720 Rate (% p.a.) 3.42 4.04 4.28 4.40 4.51 4.65 4.80 5.11 1082 5.54 Amounts do not include overdue operations or contracts. Market values for operations with risk calculated by local pre-fixed interest rates and by those denominated in US Dollars were calculated by using BM&F Bovespa swap data as at December 31, 2011. However, Government bonds were calculated mark-to-market in accordance with ANBIMA (National Association of Financial Market Institutions) on the same date. 57 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 34. Risk management -- Continued f) Sensitivity analysis Sensitivity Analysis Chart Reporting date: 12/31/2011 (Amounts in R$ 000, Except of percentage on Net Equity) Risk Factors Exposure Position subject to variation in: Scenarios 2 3 4,530 (10,998) (21,542) foreign exchange coupon rates 7,086 (16,598) (31,781) foreign exchange rate 1,653 (4,132) (5,785) Share prices (773) (1,739) (2,946) Total (without correlation) 12,496 (33,467) (62,054) Percentage on net equity 1.64% -4.39% -8.13% Prefixed pre-fixed interest rates in reais Foreign Exchange Coupon Foreign Currency Variable income 1 Pursuant to CVM Ruling No. 475/2008, the sensitivity analysis set out herein focused on trading and banking portfolios of Sofisa. The scenarios used as a base for the sensitivity analysis may be described as follows: Scenario 1: probable scenario, it is based on market data on December 31, 2011. It is worth mentioning that, due to conservativeness, a 10% gap over market prices was embedded in this scenario. Scenario 2: 25% increase on risk factors observed in scenario 1. Scenario 3: 50% increase on risk factors observed in scenario 1. It is important to point out that the result of each scenario reflects a static portfolio position for December 31, 2011. 35. Basel Accord By means of Notice No. 12746 of December 9, 2004, amended by Notice No. 16137 of September 27, 2007, the Central Bank of Brazil (BACEN) established procedures for implementing the Basel II Accord, which adopts more appropriate criteria to handle risks and capital allocation associated with the exposure of financial institution operations, improving the approach established by Rule No. 2099/94. As from July 1, 2007, with wording given by Rule No. 3490/07, the Required Reference Equity (PRE) has been calculated through the sum of the following portions: PRE = Pepr + Pcam + Pjur + Pcom + Pacs + Popr At December 31, 2011, the total market, credit and operating risk portions in relation to the Required Capital Base stated an index of 20.63 (19.32 at December 31, 2010) according to the method established by BACEN. 58 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 35. Basel Accord Basel II - December /11 Financial conglomerate Base Balance Exposure Credit Risk - Pepr Credit Operations - Companies Basel II 368,423 1,736,825 1,712,804 188,408 Credit Operations - Retail 257,343 191,668 21,083 Tax Credit 235,654 574,986 63,248 2,279,191 869,843 95,683 Other Foreign exchange rate risk - Pcam Interest rate risk (pre) - Pjur1 Interest rate risk (foreign exchange) - Pjur2 Interest rate risk (inflation rate) - Pjur3 Commodities risk - Pcom Shares risk - Pacs Operating risk - Popr 3,209 1,637 1,730 1,387 29,289 PRE 405,675 PR Level I Level II 760,885 761,672 (787) Basel II * Rban Installment Margin/(insufficiency) * Basel = PR *100/ [PRE/F] F = 0.11 59 20.63 72,603 282,607 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 36. Additional information on the subsidiaries of Banco Sofisa S.A. For a more comprehensive analysis of the economic and financial situation of the Sofisa Group, we provide below accounting information on subsidiaries owned by Banco Sofisa S.A. a. Balance sheets on subsidiaries at December, 31 2011 Consolidated Sofisa Serviços Gerais de Adm. Ltda Consolidated Sofisa Corretora Seguros Ltda Sofisa S/A C.F.I Sofisa Investment Ltd Assets Current and long term receivables Cash and cash equivalents Financial investments Other credit Permanent 60,058 62 57,812 2,184 18 1,940 214 1,523 203 - 110,524 196 85,309 25,019 10,765 56,628 25,035 16,571 15,022 - Total assets 60,076 1,940 121,289 Liabilities Current and long term payables Other liabilities Net Equity - Capital and reserves 1,857 1,852 58,219 122 122 1,818 Total liabilities 60,076 Accumulated result for the period Interest income Interest expenses Other operating income (expenses) Nonoperating income (expenses) Operating income Income and social contribution taxes Profit for the period 60 La Isla Participações e Empreendimentos Imobiliários Ltda. Sata Soc.de Ass. Tec. Adm.S/A 188,959 2,366 108,413 78,180 43,013 56,628 41,614 41,614 9,769 9,769 111,520 9,638 9,638 46,990 41,614 49,672 49,672 182,300 1,940 121,289 56,628 41,614 231,972 3,296 (598) 2,698 (906) 88 187 275 (78) 10,058 (2,907) (2,274) (197) 4,877 (1,805) 7,052 (1,119) (14) 5,919 - - 5,549 8,933 14,483 (3,070) 1,792 197 2,875 5,919 - 11,413 231,972 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 36. Additional information on the subsidiaries of Banco Sofisa S.A. b. Related parties The operations among related parties eliminated in consolidation are as follows: 12/31/2011 12/31/2010 2,563 80,470 159,636 4,786 16,740 2,490 8,571 8,605 8,208 2,402 58,506 133,683 2,578 15,406 4,800 2,563 75,141 161,583 20,351 800 (8,431) (86,332) (140) (4,786) (4,800) 2,402 58,506 133,683 800 (2,578) (15,406) (4,800) Assets/income Cash and banks Interbank deposit certificate Marketable securities Credit operations Other credits Prepaid expenses Income from interbank deposits Income from fixed-income securities Other revenues Liabilities /expenses Demand deposits Interbank deposits Time deposits Obligations abroad Other debits Interbank deposits expenses Time deposits expenses Expenses with obligations abroad Expenses with credit loan Other expenses Operations between related parties are carried out on an arm’s length basis. c. Relevant operations carried out with direct subsidiaries Data of subsidiaries at 12/31/2011 Subsidiaries Sofisa Serviços Gerais de Administração Ltda Sofisa Corretora de Seguros Ltda Sofisa S.A. Crédito, Financiamento e Investimento Sata Sociedade e Assessoria Técnica e Administrativa S/A CVM Rule No. 247/96 Article 20 Item III 61 Corporate Taxpayer’s ID CNPJ 06.990.721/0001-72 03.581.115/0001-05 08.257.293/0001-07 43.347.301/0001-07 Number of Units of interest/shares 315,179,965 209,999 7,500,000 315,734,177 Type ON ON Percentage of interest in total voting capital 99.99% 99.99% 100% 100% Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 36. Additional information on the subsidiaries of Banco Sofisa S.A. -Continued c. Relevant operations carried out with direct subsidiaries -- continued Sofisa Serviços Gerais de Administração Ltda Balance at 12/31/2011 Cash and cash equivalents (Check account) Marketable Securities (CDB) Value 2 57,785 Term Without maturity 7/2/2013 Rate 0% 104% CDI Guarantees, Collaterals, Mortgages None None Sofisa Corretora de Seguros Ltda Balance at 12/31/2011 Cash and cash equivalents (Check account) Marketable Securities (CDB) Marketable Securities (CDB) Value 211 779 744 Term Without maturity 4/19/2013 8/23/2013 Rate 0% 104% CDI 104% CDI Guarantees, Collaterals, Mortgages None None None Sofisa S/A Crédito, Financiamento e Investimento Balance at 12/31/2011 Cash and cash equivalents (Check account) Interbank deposits Balance at 12/31/2011 Cash and cash equivalents (Check account) Marketable Securities (CDB) Marketable Securities (CDB) Marketable Securities (CDB) Marketable Securities (CDB) Marketable Securities (CDB) Marketable Securities (CDB) Marketable Securities (CDB) Marketable Securities (CDB) Value 192 75,141 Term Without maturity 8/29/2012 Rate 0% 13.80% p.a. Guarantees, Collaterals, Mortgages None None Sata Sociedade e Assessoria Técnica e Administrativa S/A Guarantees, Collaterals, Value Maturity Rate Mortgages 622 Without maturity 0% None 15,308 8/21/2012 104% CDI None 17,905 11/19/2012 104% CDI None 5,080 2/18/2013 104% CDI None 4,306 5/3/2013 104% CDI None 15,977 7/16/2013 104% CDI None 1,460 3/8/2013 104% CDI None 509 10/22/2013 104% CDI None 813 5/6/2013 104% CDI None d. Credit assignment In the quarter the Bank sold credit operations through a purchase and sale agreement with a shareholder, in the amount of R$32,025 corresponding to the book balance of the operations as of sale date. The amount was received on demand on the operation date. The impact on P&L for the period was of R$ 2,088 referring to reversal of the allowance for loan losses. 62 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 37. Consolidated balance sheet by currency and foreign exchange exposure Sofisa Consolidated Balance ASSETS Cash and cash equivalents Short term interbank investments Open market investments Interbank deposits Investments in foreign currencies Marketable securities and derivative financial instruments Interbank and interdepartmental accounts Credit and leasing operations Other assets Foreign exchange portfolio Other Permanent Investments Property and equipment in use Deferred Intangible Total assets LIABILITIES Deposits Demand deposits Interbank deposits Time deposits Deposits for investments Funds obtained in the open market Funds from acceptance and issue of securities Interbank and interdepartmental accounts Borrowings and onlending Derivative financial instruments Other obligations Foreign exchange portfolio Other Deferred income Net equity Capital and reserves Total liabilities 12/31/2011 Currency Local Balance Foreign(1)(2) 12/31/2010 Currency Local Foreign(1)(2) 47,931 774,499 681,880 67,103 25,516 823,888 14,075 1,925,637 544,818 77,996 466,822 101,873 42,522 49,977 3,241 6,133 4,232,721 6,292 748,983 681,880 67,103 621,451 14,075 1,857,849 452,880 11,857 441,023 101,873 42,522 49,977 3,241 6,133 3,803,403 41,639 25,516 25,516 202,437 67,788 91,938 66,139 25,799 429,318 29,517 130,970 20,005 103,782 7,183 1.292.828 38,793 2,296,046 514,748 25,733 489,015 70,801 6,825 54,163 4,260 5,553 4,373,703 7,629 123,787 20,005 103,782 1.080.703 38,793 2,240,237 469,962 1,523 468,439 70,801 6,825 54,163 4,260 5,553 4,031,912 21,888 7,183 7,183 212,125 55,809 44,786 24,210 20,576 341,791 2,359,884 71,399 23,746 2.264.739 11,254 40,829 2 611,208 16,344 395,086 19,232 375,854 34,989 763,125 763,125 4,232,721 2,359,884 71,399 23,746 2.264.739 11,254 40,829 2 61,588 16,344 304,276 7,876 296,400 34,989 763,125 763,125 3,592,291 549,620 90,810 11,356 79,454 640,430 2,329,878 124,674 44,229 2160,933 42 45,149 19,419 80 663,331 38,321 506,495 1,882 504,613 160 770,870 770,870 4,373,703 2,329,878 124,674 44,229 2.160.933 42 45,149 19,419 80 98,439 38,320 432,423 1,109 431,314 160 770,870 770,870 3,734,738 564,892 1 74,072 773 73,299 638,965 Net position of assets and liabilities Derivatives - net position Net foreign exchange position (211,112) 194,558 (16,554) (297,174) (292,706) (4,468) (1) Amounts expressed and/or denominated in US dollars (2) Amounts calculated based on the PTAX buy rate of 12/31/2011 and 12/31/2010 38. Other information a. Liabilities due to collateral, sureties and other guarantees totaled R$ 72,491 at December 31, 2011 (R$ 36,555 at December 31, 2010). b. The Bank and its subsidiaries have insurance agreements in force, at an amount considered sufficient to cover claims on the fixed assets and civil responsibilities 63 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 38. Other information -- Continued c. Banco Sofisa S.A. is headquartered at Alameda Santos, 1.496 – city and state of São Paulo, with branches in Campinas/SP at Av. José Bonifácio Coutinho Nogueira, 150, in Belo Horizonte/MG at Rua Paraíba, 1000, in Rio de Janeiro/RJ at Avenida Rio Branco, 134-A, in Curitiba/PR at Rua Benjamin Lins, 935, in Salvador/BA at Rua das Alfazemas, 761, in Goiânia/GO at Rua 09 nº 558, in Porto Alegre/RS at Avenida Soledade, 550, in Uberaba/MG at Praça Rui Barbosa, 300, in Londrina/PR at Av. Higienópolis, 32, in Joinville/SC at Rua Alexandre Dohler, 129, in Fortaleza/CE at Av. Santos Dumont, 2626, in Recife/PE at Rua Antonio Lumack do Monte, 128, in Riberão Preto/SP at Av. Presidente GetulioVargas, 2001, in São José dos Campos/SP at Av. Dr. João Guilhermino, 429, in São José do Rio Preto at Rua Coronel Spínola de Castro, 3635, in Alphaville/SP at Alameda Rio Negro, 585, in Belém/PA at Av. Governador José Malcher, 168, in Manaus/AM at Av. Djalma Batista , 34 in Caxias do Sul/RS at Rua Os Dezoito do Forte, 2000, in Sorocaba/SP at Av. Antonio Carlos Comitre, 540, in Guarulhos/SP at Rua Silvestre Vasconcelos Calmon, 200, and in Londrina/PR at Rua Ayrton Senna da Silva, 550. d. Banco Sofisa S.A. received the AA- rating from Austin Rating, Aa3.br/Br (national) ratings from Moody’s Investor Service and Low Risk Mid-term ratings and Excellent Disclosure from RISKbank. e. Management fees The maximum compensation approved in the Annual General Meeting of 2011 totaled R$ 12,000 (R$12,000 in 2010), of which R$ 7,969 (R$ 5,997 in December 31, 2010) was distributed to the management up to December 31, 2011, as follows: 12/31/2011 Board of Directors Fees Bonus/Profit sharing plan (PLR) Social charges (INSS + FGTS without fees) Total 2,820 635 3,455 Statutory Executive Board Supervisory Board 2,536 2,314 914 5,764 210 47 257 Audit committee Total 240 54 294 5,806 2,314 1,650 9,770 12/31/2010 Board of Directors Fees Bonus/Profit sharing plan (PLR) Social charges (INSS + FGTS without fees) Total 2,722 612 3,334 Statutory Executive Board 2,934 3,953 1,087 7,974 Supervisory Board 183 41 224 Audit committee Total 240 54 294 Short-term benefits granted to managers are basically represented by wages, salaries and social security contributions, paid leave and sick leave, profit sharing and bonuses (if payable within twelve months after the end of the year) and non-monetary benefits (such as car and health insurance). 64 6,079 3,953 1,794 11,826 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 38. Other information -- Continued i) Post-retirement benefits Banco Sofisa does not offer post-retirement benefits ii) Share-based payment In 2007, Banco Sofisa established a long-term share-based incentive program for mangers and eligible employees (beneficiaries), as per Rule of the Extraordinary General Meeting held on July 20, 2007, with the purpose of attracting, keeping and motivating a team of skilled professionals. The program has the following features. The program has the following features: a) The option may be exercised by beneficiaries in 5 equal annual tranches, each one is equivalent to 20% out of the total option granted (“annual tranches”) up to June 30, 2008. Each subsequent annual tranche may be fully or partially exercised up to the final and extinguishing 7-year term, as of the execution of the Agreement; b) The exercise price to be paid in cash was equivalent to R$ 12.00 on May 25, 2007, restated by IGPM up to the option exercise date; c) The beneficiary may only sell, transfer or, otherwise dispose of subscribed or acquired shares after the minimum unavailability term of 2 years, as from the share subscription or purchase; d) 5,600,000 shares were granted to Management and eligible employees. Although the conditions of the Plan are still in force, once Management did not amend its conditions, no beneficiaries have exercised and there is no expectation of exercise of any options up to date due to current market conditions of Sofisa shares that had their price substantially reduced compared to the issue price. iii) According to current regulations, financial institutions shall not grant loans or advance payments to: • any individuals or legal entities that control the institution or any jointly controlled legal entity, or any Executive Officers, Members, members of the Audit Committee or any immediate family members or legal entities of the aforesaid individuals; • any entities controlled by the institution; or • any entities of which the institution is a direct or indirect shareholder of at least 10% of Capital or more than 10% of the institution’s capital. As per the regulations in force, no loans or advances shall be granted to any subsidiaries, executive officers, and members of the Board of Directors, of Audit committee or relatives. 65 Banco Sofisa S.A. and Subsidiaries Notes to financial statements (Continued) December 31, 2011 and 2010 (In thousands of reais) 38. Other information -- Continued iv) Shareholding The shareholding of Board of Directors’ members, Controlling Shareholders and of the Board of Executive Officers in Banco Sofisa breakdown is as follows: Management Common Shares Common Shares (%) Controlling shareholder Board of Directors Executive Board Other Total 89,019.744 1.800 8,118.606 97,140.150 91.641% 0.002% 8.358% 100.00% 12/31/2011 Preferred Preferred Shares Share (%) 12,934.260 713.000 633.300 26,326.711 40,607.271 31.852% 1.756% 1.560% 64.833% 100.00% Total Shares Total Shares (%) 101,954.004 714.800 633.300 34,445.317 137,747.421 74.015% 0.519% 0.460% 25.006% 100.00% "Amounts expressed in thousands of shares" 12/31/2010 Management Controlling shareholder Common Common Preferred Preferred Total Total Shares Shares (%) Shares Share (%) Shares Shares (%) 89,019.744 91.641% 12,934.260 31.852% 101,954.004 74.015% 1.800 0.002% 713.000 1.756% 714.800 0.519% - 0.000% 633.300 1.560% 633.300 0.460% Other 8,118.606 8.358% 26,326.711 64.833% 34,445.317 25.006% Total 97,140.150 100.00% 40,607.271 100.00% 137,747.421 100.00% Board of Directors Executive Board 66 2011 MANAGEMENT REPORT MESSAGE FROM BOARD OF DIRECTORS The year 2011 was guided by caution. We chose a conservative approach while expanding our businesses and, as a result, closed the year buffered by a capital adequacy Basel ratio of 20.6% and net cash of almost R$1.5 billion. The expansion of the loan portfolio in our core segment remains imperative for boosting results and we are aware that we cannot maintain our status as "the world’s most capitalized bank” indefinitely as it significantly reduces our results. However, we still believe that our segment is undergoing a period of important changes, especially in the positioning of our competitors. After what we identified as a phase of exaggerated expansion, a few major players in the segment corrected their course and have slowed down, which can affect companies’ ability to roll over debt and, consequently, increase the risk of defaults. In the fourth quarter, especially, we noticed high debt levels among prospective clients, which forced us to postpone the expansion of our loan portfolio. In this context, we expect much better results in 2012 despite the moderate expansion of our loan portfolio, thanks to productivity gains and the continuous reduction in costs related to the portfolio break-up of the vehicle and payroll loan operations, which were discontinued as of May 2010. We are immensely pleased with the tremendous interest shown by the public from all over Brazil for the products offered by Banco Sofisa Direto, our online bank for individuals. Launched in June 2011, it already boasts of satisfactory results in terms of transactions and account openings. We believe in the differentiation potential brought by Sofisa Direto to Banco Sofisa, thanks to its innovative proposition, and hence will continue investing in its development by offering new lines of financial products with excellent competitive advantage. Alexandre Burmaian Chairman of the Board of Directors CREDIT PERFORMANCE IN BRAZIL According to the Central Bank of Brazil, at the end of 2011, the stock of credit in the financial system, including operations with both marked and unmarked funds, stood at R$2,030 billion, for growth of 19.0% in the last 12 months. The Total Credit/GDP ratio stood at 49.1%, up from 45.2% in December 2010. The stock of credit operations to companies reached R$1.090 billion in December 2011, for growth of 17.5% from December 2010. In all months of 2011, growth in the rolling 12-month periods remained above 18.2%, which indicates that companies are once again demanding funds from commercial Banks in 2011, in which the cumulative growth of 12 months has reached 13.0%. COMPANY PROFILE Banco Sofisa is one of the most traditional financial institutions in Brazil. Founded in 1961 under the name Sofisa S.A. Crédito, Financiamento e Investimentos, it pioneered the development and continually enhanced the business of lending to individuals. In 1990, it expanded its footprint in Brazil's financial world with a new name: Banco Sofisa S.A. 67 Since then, Banco Sofisa has played a prominent role in its core business segment: loans to the small and midsized companies, the so-called middle-market. This segment focuses on companies with annual revenue between R$5 million and R$300 million. Sofisa's excellent customer service is assured by special structures that place a special emphasis on these customers' relationship with the Bank. These structures are formed by managers especially trained to offer solutions and comprehensive advice on the products and services that best meet the special characteristics and business demands of each segment. Sofisa’s operations are underpinned by a policy of granting loans based on strict analysis of fundamentals, and supported by strong collaterals and low concentration of risks, with maximum credit exposure per economic group limited to R$30 million (4.0% of Shareholders’ Equity). The Bank currently has R$763.1 million in shareholders’ equity, R$4.2 billion in assets and a national footprint that includes 09 Brazilian states and a network of 16 branches. Over the 50 years since its founding, Sofisa has become synonymous with solidity and a tradition of service excellence. Today it has a wide range of loyal clients, to which it serves as a trusted financial 2011 MANAGEMENT REPORT partner that understands the business of its clients and participates in their daily activities. MATERIAL EVENTS Interest on Equity for 2010 - On March 17, 2011, the Bank paid complementary IOE for fiscal year 2010 in the gross amount of R$4.4mn, which was approved by the Board of Directors on February 28, 2011, and ratified by the Annual and Extraordinary Shareholders’ Meetings held on April 29, 2011. Interest on Equity for 2011 - During the year, the Bank prepaid the compensation to shareholders related to fiscal year 2011, as follows: a) On June 08, 2011, it paid IOE in the gross amount of R$6.0mn, which was approved by the Board of Directors on Mai 23, 2011; b) On August 29, 2011, it paid IOE in the gross amount of R$29.2mn, which was approved by the Board of Directors on August 19, 2011. Divestment of Subsidiary - On April 7, 2011, it was concluded the sale of the subsidiary Rede Matriz Serviços e Franquias Ltda. to Gerador Assessoria Financeira Ltda., a company owned by the controlling shareholders of the group Banco Gerador, for approximately R$12 million. Launch of Sofisa Direto, an online division for individuals - On June 03, 2011, Banco Sofisa launched Sofisa Direto, an online bank focused on individuals. The model, unprecedented in Brazil, is totally free from fees or tariffs and offers the same returns available to large clients for amounts between R$1 and R$1 million. SUBSEQUENT EVENTS Interest on Equity for 2011 - On January 16, 2012, the Board of Directors approved the payment of IOE for fiscal year 2011 in the gross amount of R$8.0mn, to be paid to Shareholders by January 26, 2012. OPERACIONAL HIGHLIGHTS Total Loan Portfolio At the close of 2011, the loan portfolio, including credit assignments with recourse, totaled R$2.3 billion, representing contraction of 17.3% from 2010. This contraction was led by the 47.9% (4Q11/4Q10) reduction in the Consumer Finance segment loan portfolio, including credit assignments with recourse, which ended the year with a balance of R$467.3 million. Meanwhile, the SME portfolio totaled R$1.8 billion in December 2011, for a reduction of 2.5% from December 2010. 68 With regard to the quality of the total loan portfolio, its largest debtor represented 1.4% of the total portfolio and 4.0% of shareholders’ equity, while the highest share represented by a single sector was 9.4%. In terms of portfolio breakdown by loan maturity, short-term loans continued to account for the largest share, with 79.0% of the Bank’s total operations (SME and Consumer Finance segments) maturing within 1 year. In the period, 92.6% of the total loan portfolio, including credit assignments with recourse, was rated from “AA" to "C". The percentage of operations covered by collaterals reached 95.3% of the total loan portfolio, including credit assignments with recourse. Loan Operations | SME Loans to the SME segment totaled R$1.8 billion in December 2011, corresponding to 79.4% of the total loan portfolio in the 2011 fiscal year, for a reduction of 2.5% from December 2010. Loan Operations | Consumer Finance Consumer Finance operations, including operations with recourse, totaled R$467.3 million in December 2011, representing 20.6% of the total portfolio, and contracting by 47.9% from 2010. In view of the termination of the loan origination operations as of May 2010, we provide estimates for the remaining balances of the Consumer Finance portfolio in the coming years: R$209 million (Dec/2012), R$113 million (Dec/2013) and R$78 million (Dec/2014). Delinquency and Provisions for Losses Total expenses with provisions for loan losses were R$39.2 million in 2011, a reduction of 61.2%, or R$61.9 million, from the R$101.1 million recorded in the last year. Funding Funding totaled R$3.1 billion at the end of 2011, decreasing by 3.1% from the R$3.2 billion recorded in December 2010. Term deposits, including Agribusiness Letters of Credit and Real Estate Letters of Credit , accounted for 47.5% of total deposits (64.2% in 2010), totaling R$1.1 billion, for a decrease of 24.5% in relation to 2010. Credit assignments under Resolution 3,533 of the Central Bank of Brazil totaled R$23.9 million, down 73.8% on the R$91.4 million recorded at the end of 2010. In 2011, the Bank registered a balance of R$1.2 billion in operations involving Certificates of Deposits 2011 MANAGEMENT REPORT with Special Guarantees (DPGE), with an average term of 898 days, for growth of 73.7% from 2010. Note that these operations have the objective of matching long-term assets and liabilities and the Bank still has an unused issue limit of R$2.4 billion. FINANCIAL HIGHLIGHTS Net Income Banco Sofisa ended the year 2011 with a net income recorded net income of R$27.2 million, 64.3% lower than the R$76.0 million recorded in 2010. Excluding employees’ profit sharing, net income amounted to R$37.5 million in 2011, 56.9% lower than the R$87.0 million recorded in the same period last year. Gross Income from Financial Intermediation Gross Income from Financial Intermediation was R$181.5 million in 2011, decreasing by 27.1% from the figure recorded in the same period last year. Administrative Expenses Administrative expenses amounted to R$138.2 million in 2011, a increase of 1.7% in relation to the same period last year. BALANCE SHEET HIGHLIGHTS Total Assets Banco Sofisa’s total assets ended the year 2011 at R$4.2 billion, down 3.2% from R$4.4 billion at 2010. Shareholders’ Equity Sofisa’s shareholders' equity stood at R$763.1 million in December 2011, a decrease of 1.0% from the R$770.9 million recorded in December 2010. The balance of R$763.1 million in December 2011 was mainly impacted by the results in the period of R$27.2 million and provisions for Interest on Equity of R$38.9 million. Basel Ratio O Banco Sofisa ended the year 2011 with a capital adequacy ratio (Basel II) of 20.6%, up 1.3 p.p. from the 19.3% recorded in the same period last year. CENTRAL BANK CIRCULAR 3,068/01 Banco Sofisa declares that it has the financial capacity and intent to hold until the maturity date the securities classified under “Hold to Maturity” in the amount of R$544.2 million, which accounts for 65.6% of total securities. 69 ARBITRATION CLAUSE The company is subject to arbitration in the Market Arbitration Chamber, as per the Arbitration Clause included in its Bylaws. RATINGS The credit-rating agencies maintained Banco Sofisa’s position, reflecting the excellent quality of its assets, the conservative policy adopted by its Management, its vast expertise in the SME segment, as well as its healthy liquidity and capitalization Aa3.br/Br-1 (domestic) Low Risk Mid Term Disclosure: Excellent AA-: Long Term A-1: Short Term December/2011 January/2012 November/2011 SHARE PERFORMANCE On December 31, 2011, Banco Sofisa stock closed at R$3.85, decrease of 24.2% from R$5.08 on December 31, 2010, which compares with a reduction of 18.1% in the BOVESPA index in the same period. INVESTOR RELATIONS Banco Sofisa’s Investor Relations department is the Bank’s link with the capital markets, providing direct interaction with the São Paulo Exchange (BM&FBovespa), the Securities and Exchange Commission of Brazil (CVM), investors, shareholders, analysts and stakeholders in general. The department discloses quality, timely and transparent information, while also capturing market perceptions to optimize results, which helps support stock price appreciation and liquidity. Therefore, the IR team accomplishes its mission by drafting quarterly performance reports, material facts and/or other notices to the market, which are published in both Portuguese and English, and by improving and updating its IR website, which is divided by area of interest. In the year 2011, the Bank organized and participated in the following events: over 60 individual meetings and/or calls with Brazilian and foreign analysts and investors; 8 earnings conference calls; 1 public meeting with analysts at the Bank’s head offices sponsored by the Capital Market Professionals and Investors Association of São Paulo (APIMEC - SP). participation in the 12th Annual CEO Conference sponsored by BTG Pactual; 2011 MANAGEMENT REPORT participation in the 3nd Banks and Financial Services Conference sponsored by Fator Corretora; participation in the XLV Annual Meeting of the Latin American Federation of Banks (FELABAN 2011). In the year 2011, eleven Brazilian and international brokerages covered the Bank's stock. professional and personal lives and helps them manage any difficulty that could jeopardize the health and wellbeing of the employee or their families; and offers the "Sofisa with You" program, which represents a direct line of communication between employees and the Human Resources department. CORPORATE GOVERNANCE CORPORATE SOCIAL RESPONSIBILITY Banco Sofisa has continually enhanced its social and environmental criteria for lending in the SME segment, based on the guidelines established by the International Finance Corporation (IFC), an arm of the World Bank, by the Dutch development bank Nederlandse Financierings-Maatschappij Vorr Ontwikkelingsladen N.V (FMO), and by the InterAmerican Development Bank (IDB), a financial institution and member of the World Bank Group. On the social front, in the year 2011, Banco Sofisa continued its participation in programs to provide assistance and support to children and adolescents with cancer, through the activities of diagnosis, treatment, education development and research of the Grupo de Apoio ao Adolescente e à Criança com Câncer (GRAACC) and underprivileged communities. Important actions in this area include the “Crê-Ser” Program sponsored by Ação Comunitária do Brasil, an organization accredited by the Children and Youths Municipal Council. Sofisa contributes to charities of the hospital ward and the intensive care unit of the Association of Friends of the Medical Clinic of UNIFESP-EPM. HUMAN RESOURCES Achieving customer satisfaction is one of Sofisa’s goals, for which it maintains a motivated team of professionals who are closely aligned with the Bank's targets and provides them with a healthy corporate environment. Given its belief that its employees are its main asset, Sofisa’s policies and actions encourage an attitude of care and concern with the team, which is formed by 355 professionals. As a result, the Bank invests in training, internship and trainee programs, as well as in the technical and educational development of its team, especially the partnerships with renowned institutions (FGV, FIA-USP, HSM Educação, UBS – União Business School) conducting courses for MBA, graduate and university courses for employees. Sofisa conducts semiannual assessments of the performance of its employees; offers, through its Healthcare Plan, a confidential and optional Support Program for its employees that supports them in their 70 Banco Sofisa adopts the best corporate governance practices and, since December 2008, has listed its stock on the Level 2 of BM&FBOVESPA, which assures one of the highest levels of corporate governance. The main highlights of Sofisa's corporate governance are: 60% of members of the Board of Directors are independent; Audit Committee installed since 1995; Fiscal Council with one member and one alternate member elected by the minority shareholders; Non-statutory Compensation Resources Committee; and Human 100% Tag-along rights; Securities Trading Policy; Banco Sofisa is bound by the Market Arbitration Chamber, pursuant to the Arbitration Clause included in its Bylaws. RELATIONSHIP WITH AUDITORS In compliance with CVM Rule 381 of January 14, 2003, we hereby inform that in 2011 the Bank’s independent auditors, Ernst & Young Terco Auditores Independentes, did not provide any services to Banco Sofisa other than external audit in 2011. The Bank’s policy on the hiring of independent audit services ensures that there are no conflicts of interests or loss of independence or objectivity. RISK MANAGEMENT Banco Sofisa is guided by a set of internal and external standards and procedures that aim to ensure compliance with governing law and regulations, as well as with best market practices and the Bank’s internal policies. Risk management, which is carried out in a structured manner and through a continuously monitored process, encompasses the evaluation and control of any credit, market, liquidity, and operational risks that could affect Banco Sofisa and its subsidiaries. 2011 MANAGEMENT REPORT Since 1995, Sofisa has an Audit Committee whose aim is to examine the internal and external audit activities and the effectiveness of the internal controls and compliance systems of the Bank. In 2007, the Audit Committee’s structure was adjusted to the current corporate governance standards adopted by the Bank. PREVENTION AGAINST MONEY LAUNDERING The Bank adopts an adequate system for controlling and monitoring its funding and lending transactions, paying special attention to its registration and backoffice activities, with the purpose of preventing transactions that could represent breaches of money laundering regulations, aware of its subsidiary responsibility to combat such transactions. More information concerning Banco Sofisa’s risk management practices can be found in Note 34 to the Financial Statements or on the Bank's Investor www.sofisa.com.br/ir Relations website (www.sofisa.com.br/ir). DECLARATION FROM THE MANAGEMENT Pursuant to CVM Instruction 480/09, the Company’s Executive Board declares that it has discussed, reviewed and agrees with the opinions expressed in the report of the independent auditors and the financial statements for the fiscal year ended December 31, 2011. *** 71 Summary of the Audit Committee’s Report 1. The Audit Committee of Banco Sofisa is ruled by its charter, available at the Website http://www.sofisa.com.br, and its main purpose is to reviewing, prior to their disclosure, the quality and integrity of the financial statements, monitoring and evaluating the internal and independent audits, as well as the quality and the effectiveness of its internal control systems. 2. The Managements of Banco Sofisa and its subsidiaries are liable for preparing and ensuring the excellence of these financial statements on a regulatory basis, regulating, maintaining and improving an effective and consistent internal control system, managing and monitoring risks and ensuring the compliance with the applicable rules. 3. Ernest Young Terco Auditores Independentes is the company liable for auditing the financial statements and expressing an opinion on the adequacy of these statements to the equity and financial position of Banco Sofisa, in all material respects and as on the related internal controls, in accordance with the accounting practices adopted in Brazil, as well as the Ombudsman services. 4. The Committee held meetings with internal and independent audits in order to take cognizance of their performance, the planning of their works, evaluating their execution and monitoring the implementation of advices on accounting and internal control improvements. By means of presentations, analysis of documents and answers to questions, this Committee assessed that works were fairly executed. 5. Due to works conducted by internal and independent audits and by the internal control area, as well as the Top Management’s attention, which requires continued improvements to the internal controls system, the Committee concluded that presently this system is suitable to the size of the organization, the business complexity and risk profile which shall be monitored and controlled by it. 6. Specifically referring to the procedures to draft the financial statements, the Committee held meetings with the areas in charge of works. Based on these meetings and on the independent auditor’s report, this Committee concluded that these statements were prepared with quality and integrity, according to the accounting practices adopted in Brazil and prevailing rules, fairly reflecting Sofisa's financial, equity and economic condition as of December 31, 2011. São Paulo (SP), March 25, 2012. Antenor Araken Caldas Farias Geraldo José Gardenali José Antonio Guarnieri 72