This will - Banco do Brasil
Transcription
This will - Banco do Brasil
Performance Analysis 1Q09 This report contains expectations, planned synergies, growth estimates, results forecasts and future strategies references and statements related to Banco do Brasil, its subsidiaries, associated companies and affiliates. Although these references and statements reflect management believes they involve imprecision and hard risks to predict, leaving room for results or consequences different from those anticipated and discussed here. These expectations highly depend on market conditions, on Brazil’s economic performance, and on banking and international markets deevelopments. Banco do Brasil will not be held responsible for updating any estimate contained in this report. This report tables and charts present rounded off financial figures in R$ million. The rounding used complies with Regulation 886/66 of Fundação IBGE: if the last digit is equal to or higher than 5, the last remained digit is increased by one unit; if the last digit is lower than 5, it is discarded and the digit before it is maintained. Variations, both nominal and in percentage, were calculated using numbers in units. Summary Index of Tables ..........................................................................................................................................6 Index of Figures.........................................................................................................................................9 Presentation .............................................................................................................................................11 Summary of Results................................................................................................................................12 1 – Economic Environment ....................................................................................................................25 2 – BB Securities .....................................................................................................................................27 2.1 Shares .........................................................................................................................................27 2.2 Warrants .....................................................................................................................................30 2.3 Performance of the Shares .......................................................................................................31 3 – Corporate Governance......................................................................................................................35 4 – Other Information ..............................................................................................................................37 5 – Summarized Financial Statements ..................................................................................................39 5.1 Summarized Balance Sheet......................................................................................................39 5.2 Summarized Corporate Law Income Statement .....................................................................41 5.3 Income Statement with Reallocations .....................................................................................42 5.3.1 Details of the Reallocations...................................................................................................43 6 - Balance Sheet Analysis .....................................................................................................................47 6.1 Breakdown .................................................................................................................................47 6.2 Analysis of Assets.....................................................................................................................48 6.3 Liquidity Analysis ......................................................................................................................49 6.4 Securities Portfolio....................................................................................................................50 6.5 Loan Portfolio ............................................................................................................................51 6.5.1 Individual Loan Portfolio ..................................................................................................54 6.5.2 Business Loan Portfolio ...................................................................................................56 6.5.3 Agribusiness Loan Portfolio ............................................................................................59 6.6 Tax Credits .................................................................................................................................68 6.7 Analysis of Liabilities ................................................................................................................69 6.8 Deposits and Money Market Funding......................................................................................71 6.8.1 Foreign Borrowing ............................................................................................................73 7 – Analysis of Results ...........................................................................................................................74 7.1 Net Interest Income ...................................................................................................................74 7.2 Analysis of Investments............................................................................................................77 7.3 Analysis of Funding ..................................................................................................................80 7.4 Analysis of Volume and Spread ...............................................................................................81 7.5 Provision for Credit Risk...........................................................................................................82 7.5.1 Retail Loan Portfolio .........................................................................................................87 7.5.2 Commercial Portfolio ........................................................................................................91 7.5.3 Agribusiness Portfolio ......................................................................................................92 7.5.4 Foreign Trade Loan Portfolio ...........................................................................................96 7.5.5 Foreign Loan Portfolio and Others ..................................................................................97 7.6 Fee Income .................................................................................................................................98 7.6.1 Revenues from Account Fees ..........................................................................................99 7.6.2 Asset Management ..........................................................................................................100 7.6.3 Cards.................................................................................................................................102 7.6.4 Collections .......................................................................................................................104 7.7 Administrative Expenses ........................................................................................................105 7.7.1 Personnel Expenses .......................................................................................................106 7.7.2 Other Administrative Expenses .....................................................................................108 7.7.3 Distribution Network .......................................................................................................109 7.7.4 Automated Channels.......................................................................................................111 7.7.5 Productivity – Coverage Ratios .....................................................................................113 7.8 Operating Income ....................................................................................................................115 7.9 Net Value Added ......................................................................................................................116 8 – Risk Management ............................................................................................................................117 8.1 Risk Management ....................................................................................................................117 8.1.1 Market Risks.....................................................................................................................117 8.1.2 Liquidity Risk ...................................................................................................................125 8.1.3 Credit Risk........................................................................................................................127 8.1.4 Operating Risk .................................................................................................................131 8.2 Capital Structure......................................................................................................................133 8.2.1 Shareholders’ Equity.......................................................................................................133 8.2.2 Regulatory Capital ...........................................................................................................134 8.2.3 Economic Capital.............................................................................................................140 9 – Social and Environmental Performance .......................................................................................142 9.1 Employee Relations.................................................................................................................143 9.1.1 Characteristics of Workforce .........................................................................................143 9.1.2 Education and Professional Development ...................................................................145 9.1.3 Value Added to Employess ............................................................................................147 9.1.4 Rotation of Staff Members..............................................................................................148 9.2 Eco-efficiency ..........................................................................................................................149 9.2.1 Annual Use of Water in the Main Buildings ..................................................................149 9.2.2 White Paper – Annual Use ..............................................................................................150 9.2.3 Automated Transactions without Use of Paper ...........................................................151 9.2.4 Use of Toner.....................................................................................................................152 9.3 Social Environmental focused Business ..............................................................................153 9.3.1 Sustainable Regional Development – DRS...................................................................153 9.3.2 Microcredit .......................................................................................................................154 9.3.3 Family-run Agriculture – PRONAF.................................................................................155 9.3.4 Credit with RSA – Other Programs ................................................................................156 9.3.5 Other Business with Social Environmental Attributes ................................................157 9.3.6 Long-term Relationship – Quality in Customer Assistence........................................158 9.4 Investor Market Recognition ..................................................................................................159 10 – Strategic Investments ...................................................................................................................160 10.1 Information .............................................................................................................................160 10.2 Insurance, Pension Plans and Capitalization .....................................................................161 10.2.1 Income Statement by Line of Business ......................................................................162 10.2.2 Combined Ratio .............................................................................................................163 10.2.3 Brasilveículos ................................................................................................................164 10.2.4 Brasilsaúde ....................................................................................................................165 10.2.5 Aliança do Brasil............................................................................................................166 10.2.6 Brasilcap.........................................................................................................................167 10.2.7 Brasilprev .......................................................................................................................168 10.3 Acquisition, Incorporations and Strategic Partnership .....................................................169 10.3.1 Transactions in the Period ...........................................................................................169 10.3.2 Negotiations in Progress ..............................................................................................173 11 – Financial Statements.....................................................................................................................176 11.1 Summarized Balance Sheet..................................................................................................176 11.2 Summarized Corporate Law Income Statement .................................................................178 11.3 Income Statement with Reallocations .................................................................................179 Index of Tables Table 1. Main Balance Sheet Itens ...........................................................................................................13 Table 2. Credit Portfolio.............................................................................................................................14 Table 3. Credit Portfolio – Organic Growth ...............................................................................................15 Table 4. Income Statement with Reallocations (R$ million)......................................................................17 Table 5. Main Results Indicators ...............................................................................................................17 Table 6. NII by business line .....................................................................................................................18 Table 7. Annualized NIM ...........................................................................................................................19 Table 8. Deliquency Ratios........................................................................................................................20 Table 9. Allowance for Loan Losses over Loan Portfolio ..........................................................................20 Table 10. Cost / Income Ratio ...................................................................................................................21 Table 11. Recurring Items .........................................................................................................................22 Table 12. Strategic Investments (combined information)..........................................................................23 Table 13. Observed 1T09 and Guidance 2009 .........................................................................................24 Table 14. Main Macroeconomic Indicators................................................................................................26 Table 15. Shareholding Breakdown ..........................................................................................................27 Table 16. Distribution of Dividends/Interest on Own Capital.....................................................................27 Table 17. Shareholders by Range of Shares Owned................................................................................28 Table 18. Free Float by Range of Shares Owned.....................................................................................28 Table 19. Breakdown of the Series “C” Warrant Holders..........................................................................30 Table 20. Series “C” Warrants...................................................................................................................30 Table 21. Expected Dilution of Capital ......................................................................................................30 Table 22. Other Information.......................................................................................................................37 Table 23. Summarized Balance Sheet – Assets .......................................................................................39 Table 24. Summarized Balance Sheet - Liabilities....................................................................................40 Table 25. Summarized Corporate Law Income Statement .......................................................................41 Table 26. Income Statement with Reallocations (R$ million)....................................................................42 Table 27. Reallocations – Other Operating Income / Expenses ...............................................................44 Table 28. Fiscal Effects and Statutory Profit Sharing on Extraordinary Items .........................................46 Table 29. Breakdown of Assets.................................................................................................................48 Table 30. Liquidity Balance .......................................................................................................................49 Table 31. Securities Portfolio by Category ................................................................................................50 Table 32. Securities Portfolio by Maturity - Market Value .........................................................................50 Table 33. Acquired Portfolios and Interbank Deposits with Credit Guarantee..........................................52 Table 34. Loan Portfolio ............................................................................................................................52 Table 35. Credit Portfolio – Organic Growth .............................................................................................53 Table 36. Individual Loan Portfolio ............................................................................................................55 Table 37. Business Loan Portfolio.............................................................................................................56 Table 38. ACC/ACE Average Volume per Contract..................................................................................57 Table 39. SME Credit Products .................................................................................................................57 Table 40. Exports ......................................................................................................................................60 Table 41. Brazil’s participation on Global Agribusiness ............................................................................60 Table 42. Agribusiness Loan Portfolio by Region .....................................................................................61 Table 43. Agribusiness Loan Portfolio by Purpose ...................................................................................61 Table 44. Agribusiness Loan Portfolio by Product ....................................................................................62 Table 45. Agribusiness Loan Portfolio by Financed Items ........................................................................62 Table 46. Funds Released for the 08/09 Crop by Customer Size.............................................................62 Table 47. Equalizationable Resources from the Loan Portfolio ................................................................64 Table 48. 2008/2009 Crop Plan ................................................................................................................66 Table 49. Costs – Transaction Profile .......................................................................................................66 Table 50. Breakdown of Tax Credit...........................................................................................................68 Table 51. Liabilities....................................................................................................................................69 Table 52. Sourcers and Uses ....................................................................................................................69 6 - Banco do Brasil – MDA 1Q09 Table 53. Foreign Borrowing .....................................................................................................................73 Table 54. Foreign Issues ...........................................................................................................................73 Table 55. Net Interest Income ...................................................................................................................74 Table 56. Revenues from Loans Net of Exchange Impact (Res. 2,770)...................................................74 Table 57. Analysis of Volume (Earning Assets) and Quarterly Spread – 4Q08 and 1Q09.......................75 Table 58. Margin, Net of Interest and Profit Margin ..................................................................................75 Table 59. Revenues from Loans Net of Exchange Impact (Res. 2,770)...................................................77 Table 60. Securities Income......................................................................................................................78 Table 61. Avg Balance of the BS accounts and info. on interest rates - Earning assets (quarterly) ........79 Table 62. Avg Balances of the BS accounts and info. on int rates – Int.Bearing Liabilities (quarterly) ....80 Table 63. Int. increase and decrease (Inc. and Exp.) due to changes in Volume and Rates (quarterly) .81 Table 64. Net Financial Margin .................................................................................................................82 Table 65. Allowance for Loan Losses Expenses over Portfolio ................................................................82 Table 66. Loan Portfolio by Level of Risk..................................................................................................83 Table 67. Deliquency Ratio - %.................................................................................................................85 Table 68. Average Portfolio Risk...............................................................................................................86 Table 69. Retail Loan Portfolio by Level Risk ...........................................................................................87 Table 70. Changes in the Allowance - Retail ............................................................................................88 Table 71. Commercial Loan Portfolio by Level Risk .................................................................................91 Table 72. Changes in the Allowance - Commercial ..................................................................................91 Table 73. Agribusiness Loan Portfolio by Level Risk ................................................................................92 Table 74. Changes in the Allowance - Agribusiness.................................................................................92 Table 75. Portfolio With and Without Roll Over – Agribusiness ................................................................93 Table 76. Rates of the Agribusiness Portfolio ...........................................................................................94 Table 77. Foreign Trade Loan Porfolio by Level Risk ...............................................................................96 Table 78. Changes in Allowance – Foreign Trade ....................................................................................96 Table 79. Foreign Loan Portfolio by Level Risk ........................................................................................97 Table 80. Other Transactions Portfolio......................................................................................................97 Table 81. Fee Income................................................................................................................................98 Table 82. Investment Funds and Managed Portfolios by Customer .......................................................101 Table 83. Investment Funds and Managed Portfolios by Type...............................................................101 Table 84. Fee Income from Cards...........................................................................................................103 Table 85. Commercial Income ................................................................................................................105 Table 86. Personnel Expenses ...............................................................................................................106 Table 87. Other Administrative Expenses ...............................................................................................108 Table 88. Distribution Network ................................................................................................................109 Table 89. Wholesale Pillar Branches ......................................................................................................110 Table 90. Distribution Network Abroad....................................................................................................110 Table 91. Coverage Ratios......................................................................................................................113 Table 92. Operating Income....................................................................................................................115 Table 93. Net Value Added .....................................................................................................................116 Table 94. Balance in Foreign Currency...................................................................................................118 Table 95. Consolidated BB VaR..............................................................................................................121 Table 96. Foreign Network's VaR............................................................................................................121 Table 97. International Trading Porfolio’s VaR........................................................................................122 Table 98. VaR for the International Trading ............................................................................................123 Table 99. Sensitivity to Interest Rate.......................................................................................................124 Table 100. Concentration of the Loan Portfolio on the 100 Largest Borrowers ......................................129 th Table 101. Concentration of the Loan Portfolio of the 100 Largest Borrowers in relation to RE ..........129 Table 102. Concentration of the Loan Portfolio by Macro-sector............................................................130 Table 103. Monitoring of Operational Loss .............................................................................................131 Table 104. Shareholders’ Equity .............................................................................................................133 Table 105. BIS Ratio – Financial Conglomerate .....................................................................................136 Table 106. Main accounts of the PEPR quota (Economic Financial Conglomerate)..............................136 Table 107. Allocated capital for operational risk by line of business.......................................................137 7 - Banco do Brasil – MDA 1Q09 Table 108. PRE for Market Risk by Risk Factor......................................................................................137 Table 109. Changes in Composition of BIS Ratio...................................................................................138 Table 110. Fixed Asset Ratio ..................................................................................................................139 Table 111. Economic Capital...................................................................................................................140 Table 112. Distribution of Economic Capital in the Loan Portfolio ..........................................................140 Table 113. Distribution of Economic Capital in the Loan Portfolio ..........................................................141 Table 114. VaR by Risk Factor ...............................................................................................................141 Table 115. Growth in the number of scholarships granted .....................................................................145 Table 116. Employee Training – Annual Flow.........................................................................................146 Table 117. Quarterly Average Expense per Employee (Statement with Reallocations).........................147 Table 118. Expenses with Statutory Porfit Sharing.................................................................................147 Table 119. Employee Rotation ................................................................................................................148 Table 120. Use of Water .........................................................................................................................149 Table 121. Use of Paper..........................................................................................................................150 Table 122. Sustainable Regional Development (DRS) ...........................................................................153 Table 123. Microcredit operations ...........................................................................................................154 Table 124. Credit with RSA - Other Programs .......................................................................................156 Table 125. Investment funds with SER criteria .......................................................................................157 Table 126. Complaints registered in the Central Bank............................................................................158 Table 127. Interest in the capital of companies.......................................................................................160 Table 128. Insurance, Pension Plans and Capitalization........................................................................161 Table 129. Income Statement by Line of Business.................................................................................162 Table 130. Brasilveículos Data................................................................................................................164 Table 131. Brasilsaúde Data ...................................................................................................................165 Table 132. Aliança do Brasil Data ...........................................................................................................166 Table 133. Brasilcap Data .......................................................................................................................167 Table 134. Brasilprev Data ......................................................................................................................168 Table 135. BNC Equity Highlights ...........................................................................................................169 Table 136. BNC – Highlights of the Statement of Income.......................................................................170 Table 137. BNC Loan Portfolio................................................................................................................171 Table 138. BNC Loan Portfolio by Level of Risk .....................................................................................171 Table 139. BNC Deliquency Ratios.........................................................................................................172 Table 140. BNC Operating and Structural Highlights..............................................................................172 Table 141. BNC Result Index Highlights .................................................................................................172 Table 142. Banco Votorantim – Performance Highlights ........................................................................173 Table 143. Patrimonial Highlights............................................................................................................174 Table 144. Loan Portfolio by Level of Risk..............................................................................................174 Table 145. Loan Portfolio – Deliquency ..................................................................................................175 Table 146. Vehicle Portfolio.....................................................................................................................175 Table 147. Operational and Structure Highlights ....................................................................................175 Table 148. Balance Sheet – Assets (R$ million) .....................................................................................176 Table 149. Balance Sheet – Liabilities (R$ million) .................................................................................177 Table 150. Summarized Corporate Law Income Statement (R$ million)................................................178 Table 151. Income Statement with Reallocations (R$ million)................................................................179 8 - Banco do Brasil – MDA 1Q09 Index of Figures Figure 1. Earnings per Share (R$) ............................................................................................................12 Figure 2. ROE and Recurring ROE ...........................................................................................................12 Figure 3. Dividends and Interest on Own Capital (R$ million) ..................................................................13 Figure 4. BIS Ratio ....................................................................................................................................16 Figure 5. Total Distribution of the Free Float.............................................................................................28 Figure 6. Equity Held by Foreign Investors ...............................................................................................29 Figure 7. BB Shares vs. Ibovespa.............................................................................................................31 Figure 8. BBAS3 in Ibovespa ....................................................................................................................32 Figure 9. Average amount traded – BBAS3 ..............................................................................................32 Figure 10. Average financial volume – BBAS3 .........................................................................................33 Figure 11. Market Ratios ...........................................................................................................................34 Figure 12. Committee organogram ...........................................................................................................36 Figure 13. Earning Assets vs. Interest Bearing Liabilities .........................................................................47 Figure 14. Breakdown of Assets ...............................................................................................................48 Figure 15. Liquidity Balance ......................................................................................................................49 Figure 16. BB Domestic Portfolio Growth Rate vs. SFN ...........................................................................51 Figure 17. Agribusiness Participation in GDP and in Labor Market..........................................................59 Figure 18. Trade Balance (FOB) ...............................................................................................................59 Figure 19. Production vs. Planted Area.....................................................................................................60 Figure 20. Agribusiness Loan Portfolio by Customer................................................................................63 Figure 21. Agribusiness Loan Portfolio by Funding Sources ....................................................................63 Figure 22. Equalization Revenues and Weighting Factors .......................................................................64 Figure 23. Agricultural Insurance and Proagro..........................................................................................65 Figure 24. Evolution of contracted operations with mitigation...................................................................65 Figure 25. Price/cost relation between soybean and corn ........................................................................67 Figure 26. Deposits and Market Funding ..................................................................................................71 Figure 27. Market Share of BB Funding....................................................................................................72 Figure 28. NIM Analysis ............................................................................................................................75 Figure 29. NIM by Loan Portfolio...............................................................................................................77 Figure 30. Securities Portfolio by Index (Multiple Bank) ...........................................................................78 Figure 31. Allowance for Loan Losses Expenses over Portfolio ...............................................................82 Figure 32. Allowances Breakdown ............................................................................................................83 Figure 33. CLP/CT BB vs. BI.....................................................................................................................84 Figure 34. Allowance/Past Due Loans +90 days – BB x SFN ..................................................................85 Figure 35. Quarterly Vintage .....................................................................................................................89 Figure 36. Annual Vintage .........................................................................................................................89 Figure 37. Annual vintage - Vehicle Financing Portfolio - Arena I.............................................................90 Figure 38. Annual vintage - Vehicle Financing Portfolio - Arena II............................................................90 Figure 39. Stratified Agribusiness Portfolio ...............................................................................................95 Figure 40. Customer Base.........................................................................................................................99 Figure 41. Asset Management ................................................................................................................100 Figure 42. Credit and Debit Cards...........................................................................................................102 Figure 43. Card Revenues ......................................................................................................................103 Figure 44. BB Billings Volume.................................................................................................................104 Figure 45. Changes in Commercial Income ............................................................................................105 Figure 46. Changes in Workforce............................................................................................................106 Figure 47. Productivity Ratios .................................................................................................................107 Figure 48. Total Distribution Network ......................................................................................................109 Figure 49. Automated Teller Machines ...................................................................................................111 Figure 50. Costumer Access Options......................................................................................................112 Figure 51. Coverage Ratios.....................................................................................................................113 Figure 52. Productivity Ratios .................................................................................................................114 9 - Banco do Brasil – MDA 1Q09 Figure 53. Business vs. Expenses ..........................................................................................................114 Figure 54. Changes in Foreign Exchange Exposure ..............................................................................119 Figure 55. Composition of Banco do Brasil's assets and liabilities in the country ..................................119 Figure 56. Net Position ............................................................................................................................120 Figure 57. Financial Consolidated BB VaR .............................................................................................120 Figure 58. Consolidated Abroad Network's VaR.....................................................................................121 Figure 59. Fixed Interest Rate Portfolio's VaR ........................................................................................122 Figure 60. VaR for the International Trading portfolio .............................................................................123 Figure 61. Liquidity Reserve - Domestic Treasury ..................................................................................125 Figure 62. DRL Indicator .........................................................................................................................126 Figure 63. Liquidity Reserve - International Treasury .............................................................................126 Figure 64. Measuring and management instruments..............................................................................127 Figure 65. BIS Ratio – Economic Financial Conglomerate .....................................................................137 Figure 66. Employees Age ......................................................................................................................143 Figure 67. Aged Bracked.........................................................................................................................144 Figure 68. Level of Education..................................................................................................................146 Figure 69. Transactions without use of paper .........................................................................................151 Figure 70. Toner consumption – in units .................................................................................................152 Figure 71. PRONAF Portfolio / Proger Rural...........................................................................................155 Figure 72. BBAS3 participation in ISE, ITAG and IGC............................................................................159 Figure 73. Combined Ratio......................................................................................................................163 10 - Banco do Brasil – MDA 1Q09 Presentation The Management Discussion and Analysis (MD&A) presents Banco do Brasil (BB) economic/financial situation. Geared toward market analysts, stockholders and investors, with quarterly periodicity, this report addresses topics such as the economic environment, BB’s shares performance, corporate governance practices, and risk management. There are separate analyses of the capital structure and the results. Moreover, in conformity with the Triple Bottom Line concept, we present the highlights of our SocialEnvironmental Performance - RSA, with the purpose of allowing the monitoring of our activities on a quarterly basis, evidencing the generation of value of these initiatives to our shareholders and other stakeholders. The reader will also find eight period historical series tables of the Summarized Balance Sheet, the Summarized Corporate Law Income Statement, the Income Statement with Reallocations, the Analytic Spread, and other information about profitability, productivity, loan quality portfolio, capital structure, capital market, and structural data. Considering the strategic transactions relevance announced in 2008 second half (acquisitions, mergers and partnerships), we maintain main information details related to the companies associated with business in course and to transactions already executed, evidencing the transactions impact on BB's results and producing a (pro forma) simulation of how the Bank's main indicators would be like if all the companies were consolidated. From this report on, all the financial statements and management analyses developed using this information will be based on the "Economic Financial Consolidation" view, which establishes the consolidation of all the companies belonging to the economic group, regardless the controlling interest, in proportion to interest in the total capital. Heretofore the Management Discussion and Analysis contained the financial companies consolidation only. For comparability, we inform that 2008 results also respect the same vision. At the end of the report we present the Financial Statements and Explanatory Notes for the quarter under analysis. ON-LINE ACCESS The Management Discussion and Analysis can also be read through Banco do Brasil’s Investor Relations website. Further information about the Bank is also available there, such as: Corporate Governance, news, frequently asked questions, a download center which contains versions of this report for the Adobe® Reader® software. Also general information, balance sheet analysis, and complete financial statements; an Excel historical series; presentations to the market; Social-Environmental Responsibility Report; Social Balance Sheet; Results Conference Calls, and others are available there. LINKS OF INTEREST Banco do Brasil S.A. Investor Relations 11 - Banco do Brasil – MDA 1Q09 bb.com.br bb.com.br/ri Summary of Results1 BB earns R$ 1.7 billion in the quarter Banco do Brasil recorded net income of R$ 1.665 billion in the first quarter, a drop of 29.1% in relation to the same period of the previous year. The result corresponds to Return on Equity (ROE) of 23.8%, and earning per share equal to R$ 0.65. Not taking into account the extraordinary effects, recurring income amounted to R$ 1,357 million, 12.9% below the amount recorded in the first quarter of 2008 and 16.5% below the amount recorded in the previous quarter. Net income per share was R$ 0.65 for the quarter BB recorded net income per share of R$ 0.65 in the quarter, a sum 43.4% lower than that recorded in the previous quarter. 1.15 0.92 0.43 0.55 0.49 2Q07 3Q07 4Q07 1Q08 0.65 0.73 2Q08 3Q08 0.65 4Q08 1Q09 Figure 1. Earnings per Share (R$) Recurring Return on Equity in line with the Guidance The result for the quarter corresponded to an annualized Return on Equity (ROE) of 23.8%, as compared to 47.4% in the previous quarter and 43.5% in 1Q08. Recurring Return on Equity, that does not consider extraordinary items in its calculation methodology, was 19.1% at the end of the quarter, in line with the estimates disclosed to the market for 2009, sinalizing that this indicator should end the year between 19% and 22%. 47.4 43.5 29.8 32.3 23.6 27.6 27.9 33.6 24.5 23.8 30.5 20.9 2Q07 26.3 22.2 3Q07 4Q07 24.6 1Q08 2Q08 Recurring ROE - % 19.1 3Q08 4Q08 1Q09 ROE - % Figure 2. ROE and Recurring ROE 1 The information in these executive summary and in the management discussion and analysis report are presented in the economic perspective which have, besides the financial companies of the Conglomerate, the proportional shares in non-financial affiliated companies. For comparability reasons, the 2008 numbers are shown in the same perspective. 12 - Banco do Brasil – MDA 1Q09 Bank maintained distribution of 40% of net income to shareholders The amount earmarked for shareholders came to R$ 666 million in the quarter, equivalent to 40% of the net income (payout). Of this total, R$ 448 million were distributed as interest on own capital (JCP) and R$ 218 million as dividends. 1.178 939 427 2Q07 546 487 3Q07 4Q07 1Q08 658 747 2Q08 3Q08 666 4Q08 1Q09 Figure 3. Dividends and Interest on Own Capital (R$ million) Consolidation of Nossa Caixa contributes toward vigorous expansion of Total Assets Total assets ended the quarter at R$ 591.9 billion, recording growth of 13.6% in the quarter and 42.9% in 12 months. The consolidation of Banco Nossa Caixa, which shares control acquisition was effected in 1Q09, helped to add R$ 54.3 billion in assets to BB, being R$ 22.6 billion in Securities, R$ 12.6 billion in credit operations and R$ 19.1 billion in other assets. In the quarter, Securities Portfolio presented the higher growth among total assets, 27.3% in the period. The loan portfolio, in amplified concept that includes guarantees provided and private securities held in the portfolio and the consolidation of Banco Nossa Caixa, attained R$ 254.5 billion, growth of 7.3% in the quarter and 41.3% in the year. Even if the effects of the consolidation of Nossa Caixa are segregated, total assets would have exhibited growth of 3.1% in the quarter and 29.8% in the year. Table 1. Main Balance Sheet Itens Var. % R$ million Mar/08 Dec/08 Mar/09 On Mar/08 On Dez/08 Total Assets 404,872 521,273 591,925 42.9 Credit Portfolio 172,760 224,808 241,926 40.0 7.6 81,490 86,909 110,594 35.7 27.3 10.4 Securities Short-term Interbank Investments 13.6 72,689 119,408 131,796 81.3 189,751 270,841 305,002 60.7 12.6 Demand Deposits 44,142 51,949 47,276 7.1 (9.0) Saving Deposits 48,112 54,965 70,567 46.7 28.4 6,247 14,065 8,406 34.6 (40.2) Deposits Interbank Deposits 90,939 149,618 178,487 96.3 19.3 Money Market Borrowing Time Deposits 99,716 91,130 106,452 6.8 16.8 Shareholder’s Equity 25,407 29,937 30,859 21.5 3.1 13 - Banco do Brasil – MDA 1Q09 Loan Portfolio reaches R$ 242 billion and grows more than the industry's The loan portfolio ended the quarter at R$ 241.9 billion, growth of 40.0% in 12 months and 7.6% in the quarter. The domestic loan portfolio grew 40.0% in the year and 8.3% in the quarter, surpassing the industry's growth of 25.0% in 12 months and 1.1% in the quarter. This great growth in the quarter is due, at most, to the consolidation of Banco Nossa Caixa effects, which added R$ 13.8 billion to BB credit portfolio. The individuals loan portfolio grew expressive 67.0% in 12 months, and 25.3% in the quarterly comparison, attaining R$ 61.1 billion. The main highlights in the quarter were Payroll Loans (CDC Consignment) and Vehicle Financing, with growth in the year of 44.1% and 97.7%, respectively. Payroll loan represents 30.1% of personal loans in the Bank. The businesses total loans (segments of Micro and Small Businesses - MPE and Medium and Large Companies) attained R$ 101.8 billion, expansion of 47.2% in relation to 1Q08 and of 4.7% in relation to 4Q08. We emphasize the lines of working capital, which sustained this performance with growth in twelve months of 54.7%. The agribusiness portfolio ended the year in R$ 64.3 million, registering a small decrease of 0.3% in the quarter and a growth of 13.7% in the year. Table 2. Credit Portfolio Chg. % R$ million Loan Portfolio Brazil Individuals Payroll Loan Vehicles Loan Consumer Finance backed by Direct Deposit Mar/08 Dec/08 Mar/09 s/Mar/08 s/Dec/08 172,760 224,808 241,926 40.0 7.6 162,261 209,693 227,201 40.0 8.3 25.3 36,620 48,811 61,138 67.0 12,772 17,626 18,411 44.1 4.4 3,544 6,694 7,005 97.7 4.7 3,205 3,906 4,309 34.5 10.3 SMEs 25,675 34,900 37,403 45.7 7.2 Business (Medium and Large Enterprises) 43,443 62,292 64,373 48.2 3.3 Agribusiness 56,524 63,690 64,287 13.7 0.9 Individuals 40,684 45,202 46,252 13.7 2.3 Companies 15,839 18,487 18,035 13.9 (2.4) 10,499 15,115 14,726 40.3 (2.6) Abroad 14 - Banco do Brasil – MDA 1Q09 Besides the effects due to the consolidation of Nossa Caixa, the takeovers of BESC System and of Banco do Estado do Piauí, besides the acquisition of loan portfolios from other financial institutions, also contributed toward the growth of the loan portfolio. In order to permit better comparability, we segregated these effects and evidenced the organic growth of the portfolio. After these adjustments, the total portfolio grew 1.6% in the quarter and 29.8% in 12 months. The individual portfolio grew 5.6% in the quarter and 29.7% in 12 months. Business portfolio presented organic growth of 1.6% in the quarterly comparison and 42.6% in the annual comparison. Only the agribusiness portfolio and the foreign portfolio kept the peformance previously informed. Table 3. Credit Portfolio – Organic Growth R$ billion Chg. % Mar/08 Dec/08 Mar/09 172,265 220,199 223,621 29.8 1.6 . Individuals 36,125 44,366 46,864 29.7 5.6 . Businesses 69,118 97,028 98,540 42.6 1.6 . Agribusiness 56,524 63,690 63,492 12.3 (0.3) . Foreign (2.6) Banco do Brasil On Mar/08 On Dec/08 10,499 15,115 14,726 40.3 Nossa Caixa 9,700 12,896 13,825 42.5 7.2 . Individuals 6,715 9,126 9,964 48.4 9.2 . Businesses 2,411 2,978 3,065 27.1 2.9 574 792 795 38.6 0.5 . Agribusiness BESC 744 754 807 8.5 7.0 Portfolio Acquisition 495 3,854 3,673 642.2 (4.7) . Car Loan . Payroll Loan Total - 744 737 - (0.9) 495 3,110 2,935 493.2 (5.6) 172,760 224,808 241,926 40.0 7.6 15 - Banco do Brasil – MDA 1Q09 BIS Ratio Shows a Comfortable Capital Margin Bank's capital ratio (K) ended the quarter at 15.0% against 15.2% in the previous quarter and 14.7% in 1Q08. Among the factors that contributed toward the behavior of the ratio in the quarter, we emphasize the consolidation of Banco Nossa Caixa (with an impact in the Referential Equity of R$ 1,664 million), the changes in the operating risk, the growth of the credit operations without retail characteristics, the incorporation of profits (deduce the amount of dividends / interest on own capital paid) in the amount of R$ 999 million and the subordinated indebtedness in the amount of R$ 2,613 million. The presented BIS ratio equals to a Referential Equity of R$ 12.8 billion. 15.9 15.7 15.6 5.3 5.2 4.9 10.6 10.5 10.7 Jun/07 Sep/07 Dec/07 14.7 16 - Banco do Brasil – MDA 1Q09 13.0 4.1 4.2 8.8 4.5 10.2 8.4 Mar/08 Jun/08 Tier I Figure 4. BIS Ratio 12.5 Tier II 15.2 15.0 4.3 4.6 10.9 10.4 Sep/08 Dec/08 Mar/09 Analysis of Results The table below, extracted from the statement of income with reallocations, presents the main highlights of income/expenses. The breakdown of reallocations is in Chapter 5.3. of the Performance Analysis report. Table 4. Income Statement with Reallocations (R$ million) R$ million Income Statement with Reallocations Financial Intermediation Income Quarterly Flow 1Q08 4Q08 Chg. % 1Q09 On 1Q08 On 4Q08 11,046 20,412 15,260 38.2 (25.2) Loan and Lease 7,257 11,253 9,089 25.2 (19.2) Securities 3,571 8,097 5,730 60.5 (29.2) (5,477) (13,335) (8,275) 51.1 (37.9) 5,568 7,077 6,985 25.4 (1.3) Financial Intermediation Expenses Net Interest Income Allowance for Loan Losses (1,534) (2,240) (2,491) 62.4 11.2 Net Financial Margin 4,034 4,837 4,494 11.4 (7.1) Fee Income 2,915 3,058 2,943 1.0 (3.7) Contribution Margin 6,415 7,305 6,819 6.3 (6.7) (3,561) (4,515) (3,973) 11.6 (12.0) Administrative Expenses Personnel Expenses (1,801) (2,301) (2,129) 18.2 (7.5) Other Administrative Expenses (1,734) (2,043) (1,801) 3.9 (11.8) 2,854 2,791 2,846 (0.3) 2.0 Commercial Income Legal Claims 6 (97) (95) - (1.8) Labor Lawsuits (132) (129) (102) (22.7) (21.1) Other Revenues and Expenses (734) (774) (1,152) 56.8 48.9 Income Before Taxes 2,529 2,380 2,115 (16.4) (11.1) Income and Social Contribution Taxes (669) (557) (577) (13.8) 3.7 Statutory Profit Sharing (301) (198) (181) (39.8) (8.3) Recurring Income 1,559 1,626 1,357 (12.9) (16.5) 789 1,318 309 (60.9) (76.6) 2,347 2,944 1,665 (29.1) (43.4) Extraordinary Items Net Income Table 5. Main Results Indicators Ratios - % 1Q08 4Q08 1Q09 NIM 7.2 7.2 6.6 Allowance / Loan Portfolio 3.6 3.6 3.8 Cost / Income Ratio (1) 44.7 45.7 43.3 Recurring ROE 27.6 24.5 19.1 Tax Rate 30.0 25.5 29.8 (1) The segregated effects in the period are considered 17 - Banco do Brasil – MDA 1Q09 Net Interest Income - Business expansion offsets reduction in spreads The Net Interest Income (NII) exhibited a downslide of 1.3% in the quarter, but with robust expansion of 25.4% in the annual comparison. The slight downslide in the quarter is due basically to the lower quantity of business days in the period, to the cut in the benchmark annual overnight Selic rate organized by the Central Bank, to the seasonal reduction in funds from demand deposits and to a slight deterioration in the spreads. On the other hand, these factors were lessened by the growth in average earning assets, which recorded expansion of 8.1% in the period, already disregarding the effects of the consolidation of Banco Nossa Caixa. The table below presents Net Interest Income, emphasizing the contribution of the loan portfolio in its main business lines, computing the revenues and the costs associated with these operations (also discounting the fundraising cost). In addition there is separation of the amounts corresponding to revenue with recovery of receivables written of as loss, originally accounted for as revenue from loans, and the amounts of revenues relating to compulsory deposits with remuneration. The other revenues comprised mainly of income from treasury, resulting from transactions with securities, derivatives and foreign exchange complete the formation of the Net Interest Income. Table 6. NII by business line Quarterly Flow R$ million 1Q08 4Q08 Chg. % 1Q09 on 1Q08 on 4Q08 Net Interest Income 5,568 7,077 6,985 25.4 Loans 3,647 4,725 4,919 34.9 4.1 Individuals 1,907 2,273 2,316 21.4 1.9 Businesses 1,081 1,598 1,686 56.0 5.5 659 854 917 39.1 7.3 1,921 2,352 2,066 7.6 (12.2) Agribusinesses Others (1.3) Remunerated Compulsory 428 424 176 (59.0) (58.6) Written-offs Recovery 422 467 357 (15.6) (23.6) 1,070 1,462 1,534 43.3 4.9 Others The growth of the average loan portfolio permitted an increase in revenue from loans. These revenues amounted to R$ 4,919 million, recording growth of 4.1% in the quarter and of 34.9% over the same prioryear period. Income from operations Businesses and Agribusiness, which grew 5.5% and 7.3% respectively, merits special emphasis. Among the other sources of income, we emphasize a substantial reduction on the Remunerated Compulsory Deposit line, due to the steps taken by the Central Bank over the course of 4Q08, to the effect of reducing the percentages that determine the sum to be paid on the deposit base of SFN. Aforesaid steps were taken to provide liquidity to the system and to maintain the offer of credit to the economy. These measures implied a reduction in the remuneration from compulsory deposits, with counter entry in greater availability of funds, mainly targeting loans, but also acquisitions of loan portfolios of other institutions, performance of interbank investments guaranteed by loan portfolios, as well as treasury operations. This movement explains the growth of Other income, which includes interbank investments and transactions with securities. 18 - Banco do Brasil – MDA 1Q09 Table 7. Annualized NIM Annualized NIM - % 1Q08 4Q08 1Q09 9.8 9.8 9.7 Individuals 24.1 21.6 20.5 Companies 6.9 7.3 7.2 Agribusinesses 5.0 5.6 5.9 Others 7.1 9.7 6.8 Global NIM 7.2 7.2 6.6 Loan Operations The table above details the spread of Loan Operations by portfolio. The total spread of these operations ended the quarter at 9.7%, which is equivalent to a decrease of 10 base points in relation to the previous quarter and in relation to the same period of 2009. The spread of business with Individuals has been exhibiting the greatest downslide in relation to the total portfolio. This behavior is basically due to three factors: – – – Alteration in the mix of the portfolio, with an increase of the share of operations of lower risk and, therefore, lower spread. This is the case of business with Payroll Loans and Vehicle Financing; Effect of the acquisitions of loan portfolios of other institutions. These operations have a smaller spread as they feature the co-obligation of the assigning financial institutions; Realignment of rates to customers, keeping track of the cuts organized in the benchmark annual overnight Selic rate by the Central Bank; The spread of the corporate client portfolio presented a minor downslide in the quarter, but remains at a higher level than that presented in the same period of 2008. The Agribusiness portfolio in turn maintained the spread recovery trend, started in the previous quarter, coherent to the reduction in the agribusiness credit operations, which presented lower spreads. In addition to the abovementioned factors, the reduction of the Bank's global spread is explained by the alteration of the mix of assets and liabilities in the quarter. Average interest-bearing liabilities grew 9.2%, against growth of 8.1% of average earning assets. Furthermore, there was also a change in the composition of average assets. Loan and Leasing Operations, an item that provides the best return among these assets, grew at a slower pace, and reduced their share in relation to the total Earning Assets, from 49.7% in 4Q08 to 47.4% in 1Q09. 19 - Banco do Brasil – MDA 1Q09 Quality of the portfolio - Default behavior is better than that of the market The deterioration in the economic scenario served to worsen the default of the loan portfolio. The percentage of operations past due for more than 90 days attained 2.7% at the end of 1Q09, higher than the percentage of 2.4% observed both in 1Q08 and in 4Q08. The average risk, measured by the ratio between the provisions required and the portfolio balance, also exhibited growth, and ended 1Q09 at 5.7% and 5.4% in the previous quarter. In spite of the deterioration exhibited in these indicators, the quality of BB's loan portfolio continues to enjoy a prominent position in relation to the National Financial System (SFN). The default measured by the percentage of operations past due for more than 90 days reached 3.6% in SFN, against 3.2% in the previous quarter. The average risk of the system reached 6.7%, a balance 1.4 percentage points in relation to the rate of 5.3% presented in 4Q08. Table 8. Deliquency Ratios Ratios - % Mar/08 Dec/08 Mar/09 Past Due Loans / Loan Portfolio 4.4 4.0 4.7 Allowance / Loan Portfolio 6.2 6.1 6.4 Past Due Loans + 60 days / Loan Portfolio 2.8 2.8 3.3 Past Due Loans + 90 days / Loan Portfolio 2.4 2.4 2.7 Allowance / Past Due Loans + 60 days 217.9 218.2 197.0 Allowance / Past Due Loans + 90 days 256.8 257.7 236.8 Average Risk – BB 5.6 5.4 5.7 Average Risk – SFN 5.4 5.3 6.7 Past Due Loans + 90 days / Loan Portfolio – SFN 3.0 3.2 3.6 As a result of the behavior of rates that measure default, and also due to the fact that Banco do Brasil adjusted its methodologies in the direction of a more conservative approach as of 4Q08, Credit Risk Provision (PCLD) expenses exhibited growth of 11.2% in the quarter, and added up to R$ 2,491 million. The Expenses/Portfolio index, which measures the ratio between the Allowance for Loan Losses (PCLD) expenses accumulated in the last 12 months and the average of the Loan Portfolio of the same period, ended the quarter at 3.81%, exhibiting growth in relation to the 3.60% recorded in previous quarter and 3.58% in the same period of 2008. Finally, it is worth emphasizing the Bank's conservative attitude in relation to the definition of risk rating methodologies and of the provisions for credit risk. The ratio between the allowances required and the balance of past due loans over 90 days reached 210.3% at the end of 1Q09, against 186.8% presented by the Banking Industry. Table 9. Allowance for Loan Losses over Loan Portfolio R$ million (A) Allowance for Loan Losses - Quarterly (B) Allowance for Loan Losses - 12 Months (C) Loan Portfolio (E) Average Portfolio – 3 Months (E) Average Portfolio – 12 Months Expenses over Portfolio (A/D) Expenses over Portfolio (B/E) - 20 - Banco do Brasil – MDA 1Q09 1Q08 4Q08 1Q09 (1,534) (5,483) 172,760 166,928 153,211 (2,240) (6,800) 224,808 218,626 189,144 (2,491) (7,757) 228,101 225,528 203,591 0.9 3.6 1.0 3.6 1.1 3.8 Improves recurring cost/income ratio The rate of efficiency, which indicates how much operating revenue is being consumed by Administrative expenses, ended 1Q09 at 43.3%. This level is 240 base points below that of the previous quarter and 140 base points below that of the same period of 2008. The indicator is calculated with a basis on the Corporate Statement of Income, purging extraordinary items of the period. Table 10. Cost / Income Ratio R$ million A) Administrative Expenses Personnel Expenses Other Administrative Expenses B) Operating Income Net Interest Income Allowance for Loan Losses Fee income Equity Interest in Results of Subs. and Affil. Res. from Ins, Pension Plan and Capit. Operations Other operating income Other operating expenses Cost / Income Ratio – (A/B) % 1Q08 3,660 1,933 1,728 8,184 3,476 1,603 2,915 (32) 4Q08 4,571 2,430 2,140 10,003 1,932 3,892 3,058 707 1Q09 4,128 2,231 1,897 9,540 3,294 2,654 2,943 (90) 101 353 303 1,394 (1,272) 1,764 (1,702) 2,061 (1,625) 44.7 45.7 43.3 The improvement in the rate of efficiency was due to the fact that during the quarter, operating revenues decreased at a slower pace than that of Administrative expenses. These revenues advanced 16.6% in relation to 1Q08, and exhibited a downslide of 4.6% in comparison with the previous quarter. Administrative expenses, excluding Other Tax Expenses, exhibited a downslide of 9.5% in the quarter and growth of 11.2% over 1Q08. In the annual comparison, the performance is determined mainly by the behavior of personnel expenses, which rose 18.2%, mainly on account of the salary increase granted to the employees in September 2009 and the upsizing due to the takeovers performed. In the quarterly comparison, the decrease of Administrative expenses is explained by the lower quantity of business days and by the consumption of provisions formed to cover personnel expenses of the period. Like Administrative expenses, fee income suffered the effect of seasonality (lower quantity of business days) and recorded a decrease of 3.7% in the quarter. In the annual comparison, these revenues were influenced by the regulations of the Central Bank, which governed the collection as of 2Q08; consequently there was expansion of only 1.0% in this basis of comparison. 21 - Banco do Brasil – MDA 1Q09 Extraordinary Events During the quarter extraordinary effects added R$ 309 million to net income. Among these effects, we emphasize those listed in the Public Announcement divulged to the market on April 29, 2009: • • Reevaluation of the prospect of success of the Direct Unconstitutionality Action (ADIN), number 4101/DF, against the raise of the rate of CSLL of the financial sector - The recognition of the rise of the rate from 9% to 15% had the activation of tax credits in the amount of R$ 1,213 million as an effect; Provision for contingent liabilities - The supplementation of provision for payment of labor, civil and fiscal claims implied additional expenses of R$ 1,367 million in the quarter; The amount R$ 95 million was also recorded as extraordinary, as a result of provisions for Economic Plans. Furthermore, the extraordinary effects of the period contributed towards a reduction of R$ 557 million in the amounts payable of "Income and Social Contribution Taxes" and "Statutory Profit Sharing", a sum also segregated as extraordinary. The table below details the extraordinary effects of the quarter: Table 11. Recurring Items 1Q09 Recurring Net Income (+) Extraordinary Effects of the Period (+) Tax credits - differential of CSLL rate (+) Tax Impacts and PLR on Extraordinary Items (-) Economic Plans (-) Provision for labor, civil, and tax claims (=) Net income 22 - Banco do Brasil – MDA 1Q09 1,357 309 1,213 557 95 1,367 1,665 Strategic Investments (Pro forma) As of this quarter, the financial statements of Banco do Brasil will consolidate the balance sheet items of Banco Nossa Caixa (BNC). The acquisition of the controlling interest of BNC is added to the two takeovers (BESC and BEP) executed by BB in 2008. In addition, Banco do Brasil has already advised the market of the formation of a strategic partnership with Banco Votorantim, only pending authorization from the Central Bank. The business carried through to completion and the transaction in course will allow Banco do Brasil to advance consistently over the market of São Paulo, to obtain access to low cost and stable funding from Nossa Caixa, to expand activities in the Corporate and consumption financing markets and to broaden the scope of activity in the capital market, among other synergies of costs and revenues. To improve the understanding of strategic investments and of how they complete the business of BB, we present the indicative simulation below, which presents Nossa Caixa still in a separate manner (for understanding only), and also contains the higher figures of Banco Votorantim. Table 12. Strategic Investments (combined information) BB (1) Nossa Caixa (1) Banco Votorantim (1) BB+NC+BV (2) Equity Indicators - millions of R$ Assets(1) 537,663 54,262 83,606 633,728 Loan Operations 228,101 13,825 38,973 261,413 Deposits 268,347 36,665 22,988 316,496 Third party funds: 259,324 27,931 15,172 294,840 Employees 89,534 14,375 6,565 110,474 Checking Accounts (thousand) 48,121 5,769 2,773 56,663 Branches 16,207 563 117 16,887 15.0 14.9 13.2 14.1 Administrative Indicators Basel (3) (1) Information with position on 3/31/2009. (2) Consolidated equity data in proportion to the interest of Banco do Brasil (50%). (3) Basel of BB with position on 3/31/2009. Hence it already includes the impact of the consolidation of Banco Nossa Caixa. 23 - Banco do Brasil – MDA 1Q09 Guidance: Estimates x Realized Part of the indicators that form an integral part of the Guidance were affected by the seasonality that characterized 1Q09 (lower quantity of business days) and also by the effects of the international crisis. In the view of Banco do Brasil, the difficulties created by the adverse economic environment in the first quarter will not persist throughout the year 2009. For this reason, all the estimates disclosed to the market upon the announcement of the result of 4Q08 were reaffirmed, except the tax rate, which is in revision. The table below presents the comparison between the estimates and the amounts realized in 1Q09. Table 13. Observed 1T09 and Guidance 2009 Indicators Observed 1T09 (1) 2009 Estimate Administrative Expenses 11.2% 9% - 12% Recurring ROE 19.1% 19% - 22% NIM 6.6% 6.8% - 7.2% Fee Income 1.0% 5% - 8% Loan Portfolio – Brazil 32.0% 13% - 17% 39.7% 23% - 25% Businesses 42.8% 16% - 19% Agribusinesses 12.3% 2% - 5% Individuals Total Deposits Tax Rate Allowance for Loan Losses (1) (2) 41.4% 10% - 14% 29.8%(2) 26% - 29% 3.8% 3.8% - 4.2% The data of Nossa Caixa was segregated due to the consolidation process In revision 24 - Banco do Brasil – MDA 1Q09 1 – Economic Environment In the first quarter of this year, the contusive manifestation of financial crisis effects continued characterizing the global economic panorama. In this environment, the global economic growth prospects deteriorated. In line to the dynamism loss of the main consumer markets, the domestic trade surplus and current trade recorded important reductions, with a downslide both in exports and in imports. Nevertheless, although reflecting the global adverse conditions, the main external indicators of the Brazilian economy continued robust, with the deficit in current transactions totally financed by the voluntary admission of funds, especially in form of direct foreign investments. In spite of the relative greater resilience, the domestic economic activity was affected by developments in the global crisis. There was a strong impact on indicators that measure the industry activity level, besides deterioration signs in the employment level. The loan market significantly slowed the pace of growth presented in the previous quarters. In response, the Government, supplementing the prompt reaction of the monetary policy, implemented additional anti-cyclic fiscal measures, mainly in the form of tax relief and to specific sectors incentives (such as civil construction and automotive sector). In this context, although the economic panorama of the first three months of the year was characterized by substantial uncertainty, by caution among economic agents and by the increase in the idleness of funds, there are indicators, even though preliminary, that the productive threshold of the Brazilian economy might be getting over its worst moment. 25 - Banco do Brasil – MDA 1Q09 Table 14. Main Macroeconomic Indicators 1Q08 4Q08 1Q09 Economic Activity GDP (% YTD in 12 months) 5.8 5.1 - Family Consumption 6.7 5.4 - Government Consumption 3.6 5.6 - 14.9 13.8 - Exports 4.6 (0.6) - Imports 20.4 18.5 - 82.0 81.5 - 2.1 2.2 - Gross Formation of Fixed Capital Use of Installed Capacity (%) Agent Population (% YTD in 12 months) Unemployment Rate (% YTD in 12 months) 9.1 7.9 - 37.5 (10.2) - (0.7) (16.8) - 1.7 1.3 - International Reserves (US$ billion – year accumulated) 195.2 206.8 202.4 Country Risk (base points – EOP) 279.0 416.0 425.0 Formal employment – net creation (% YTD in 12 months) Industrial Production (% YTD in 12 months) External Sector Current Transactions (% YTD in 12 months) Direct Foreign Investment Trade Balance (US$ billion – year accumulated) 2.8 24.7 3.0 Exports (US$ billion – year accumulated) 38.7 197.9 31.2 Imports (US$ billion – year accumulated) 35.9 173.2 28.2 1.7 2.3 2.3 (14.7) 31.9 32.4 IGP-DI FGV (% YTD in 12 months) 9.2 9.1 5.9 IGP-M FGV (% YTD in 12 months) 9.1 9.8 6.3 IPCA – IBGE (% YTD in 12 months) 4.7 5.9 5.6 11.25 13.75 11.25 11.4 12.5 12.8 1.2 1.8 1.9 6.25 6.25 6.25 4.7025 3.8825 1.4350 PSGD (% GDP) 57.1 58.6 - PSND (% GDP) 40.8 36.0 - 35.5 41.3 42.5 3.0 3.2 3.6 Individuals 6.9 8.0 8.3 Businesses 1.8 1.8 2.6 37.6 43.3 39.2 Individuals 12.2 57.9 50.1 Businesses 26.5 30.7 28.9 25.4 30.7 28.5 Individuals 35.3 45.0 39.7 Businesses 14.7 18.4 18.0 Individuals 15.0 16.3 16.3 Businesses 10.1 10.1 9.6 Ptax Dollar Sale (EOP) Ptax Dollar Sale (% YTD in 12 months) Monetary Indicators Selic (EOP %) Accumulated Selic (% YTD in 12 months) Accumulated TR (exBTN) (% YTD in 12 months) TJLP - IBGE (EOP %) Libor (EOP %) Public Finance Primary Surplus (12 months accumulated GDP) Credit Indicators Credit/GDP (% YTD in 12 months) Total Default (% past due loans over 90 days) Total Investment Rate (%) Total Spread (%) Average Term (%) 26 - Banco do Brasil – MDA 1Q09 2 – BB Securities 2.1 Shares At the end of the first quarter of 2009, Banco do Brasil’s capital stock was R$ 13,779,904,588.80, made up of 2,568,186,485 common shares, represented in dematerialized form and with no par value. The largest shareholder is the National Treasury, with 65.6% of the capital, followed by Caixa de Previdência dos Funcionários do Banco do Brasil (Previ) with 10.2%, and BNDESPar – the National Bank for Economic and Social Development equity investment company – which has 2.5% of the capital. The other shares, totaling 21.7%, are spread out in the market (free float). The total of 2,568,186,485 existing shares at the end of 1Q09 already takes into account the 23,074,306 shares issued in September 30,2008, as a result of the merger with Banco do Estado de Santa CatarinaBesc and Besc S.A. Crédito Imobiliário-Bescri, in addition to the 2,930,649 shares arising from the merger with Banco do Estado do Piauí S.A. (BEP) on November 30, 2008. Of the total of new shares, 95.6% belong to the National Treasury, which increased its interest in Banco do Brasil's shareholders' equity. The shares originated by the dissident minority holdings, a total of 1,155,056, were repurchased and recorded as treasury shares. Table 15. Shareholding Breakdown % Shareholders 1Q08 4Q08 1Q09 National Treasury 65.3 65.6 65.6 Previ 10.5 10.4 10.2 2.5 2.5 2.5 BNDESPar - 0.0 0.0 21.7 21.5 21.7 Individuals 5.9 5.8 5.8 Companies 4.7 4.5 5.4 11.1 11.3 10.6 100.0 100.0 100.0 Treasury shares Free Float Foreign Capital Total The policy of compensation for the shareholders of Banco do Brasil for 2009 considers a payout rate of 40% of the net income, defined at a meeting of the Board of Directors held on 2.18.2009 and the periodicity is quarterly for the payment of dividends and/or interest on own capital, pursuant to Art. 43 of the Bank's By-laws. It is emphasized that among the top Brazilian banks, this policy provides the highest return to the shareholders among the other main financial institutions in the brazilian market, around 30%. Hence, as for 1Q09, the Bank disbursed the amount of R$ 666.2 million to its shareholders, being R$ 447.7 million as interest on own capital (R$ 0.17441027345 per share in the period) and R$ 218.5 million as dividends (R$ 0.08510772799 per share). Table 16. Distribution of Dividends/Interest on Own Capital 4Q07 3Q08 R$ million 4Q08 National Treasury PREVI BNDES Individuals Companies Foreign Capital 613.3 98.3 23.8 55.1 43.9 104.7 773.0 122.2 29.4 68.0 52.6 132.7 437.2 67.7 16.6 38.5 35.7 70.4 Total 939.0 1.177.7 666.2 BB’s shareholder base is characterized by the great number of shareholders with a small share in the capital. As it can be seen from the table below, 338,361 shareholders (93.8%) account for 1.5% of the capital, while 22,453 shareholders (6.2%) hold 98.5% of the total of the shares. 27 - Banco do Brasil – MDA 1Q09 Table 17. Shareholders by Range of Shares Owned Range of shares owned N. Shareholders % Shareholders Qty. Shares % Qty. Shares 1 to 10 shares 11 to 50 shares 51 to 100 shares 101 to 1,000 shares Over 1,000 shares 109,084 91,538 39,620 98,119 22,453 30.23 25.37 10.98 27.19 6.22 578,535 2,350,692 2,943,552 33,662,836 2,528,650,870 0.02 0.09 0.11 1.31 98.46 Total 360,814 100.00 2,568,186,485 100.00 Table 18. Free Float by Range of Shares Owned Range of shares owned N. Shareholders % Shareholders Qty. Shares % Qty. Shares 1 to 10 shares 11 to 50 shares 51 to 100 shares 101 to 1,000 shares Over 1,000 shares 109,084 91,538 39,620 98,119 22,450 30.23 25.37 10.98 27.19 6.22 578,535 2,350,692 2,943,552 33,662,836 517,901,856 0.10 0.42 0.53 6.04 92.91 Total 360,811 100.00 557,437,471 100.00 With regard to the total of the Bank’s shares that are spread out in the market (21.7%), in other wrods, the free float, the predominance of foreign capital can be seen (48.7%), followed by Individuals (26.6%) and Businesses (24.7%). Mar/08 Dec/08 Mar/09 26.8% 27.0% 26.6% 48.7% 52.4% 51.4% 20.8% 21.6% Individuals Figure 5. Total Distribution of the Free Float 28 - Banco do Brasil – MDA 1Q09 Businesses Foreign Capital 24.7% Equity Held by Foreign Investors From 2002 onwards, a noteworthy increase has been noted in the foreigners stake in the Bank's capital. With the Bank's Public Stock Offerings held in 2006 and 2007 and the "B" and "C" Warrant Subscription, the stake held by foreign parties significantly increased, from 3.4% in 2005 to 11.3% at the end of last year. This stake is 10.6% in this quarter. 9.9 11.3 10.6 2008 1Q09 7.2 2.8 0.9 2002 1.6 2003 2004 Figure 6. Equity Held by Foreign Investors 29 - Banco do Brasil – MDA 1Q09 3.4 2005 2006 2007 2.2 Warrants In 1996, on the occasion of BB's capital increase, three series of warrants were issued: A, B, and C, maturing in 2001, 2006, and 2011, respectively. The exercise price for these warrants was established at R$ 8.50, with readjustment by the IGP-DI “pro rata temporis”. The distribution and some characteristics of the "C" Warrants, in March 2009, are represented according to the following tables: Table 19. Breakdown of the Series “C” Warrant Holders % Mar/08 Mar/09 81.2 17.0 1.8 100.0 74.7 24.8 0.4 100.0 Individuals Companies Foreign Capital Total "C" Warrants showed the following characteristics on March 31, 2009: Table 20. Series “C” Warrants Warrant Code Exercise Date Number Exercise Price R$ Quotation in R$ Series “C” BBAS 13 31.03 to 30.06.2011 5.880.483 26.30 19.50 In a simulation, considering the total of 2,568.2 million shares, the potential dilution in the Bank's capital is 0.7%, going from the assumption that until 2011 there will be no additional capital increases and that all the C warrants will be exercised by or before maturity (03.31 to 06.30.2011). Conversion: 1 Warrant = 3.131799 shares Total of Shares= 2,568,186,485 Table 21. Expected Dilution of Capital Warrants Qty. Warrants Qty. Shares Dilution of Capital - % Series “C” 5,880,483 18,416,491 0.7 30 - Banco do Brasil – MDA 1Q09 2.3 Performance of the Shares Market The financial market instability still continued in the first quarter of 2009, pressurized by uncertainty regarding the economic recession in the main world nations and the behavior of the Brazilian economy itself. In 1Q09, the activity indicators, i.e., the actual economy, start to be affected by the financial crisis; problems with economic slowdown, unemployment, financial institutions default rate, mainly banks, mortages and in the other forms of families indebtedness, especially in the United States (USA), intensified. During this period, the main economies central banks started to use the monetary policy intensively, bringing the interest rate down to the lowest levels in history. Hence, IBOVESPA closed 1Q09 with a 31.9% downslide in twelve months, but with valuation of 9.0% YTD. The total volume traded was R$ 212.2 billion, corresponding to the daily average of R$ 3.5 billion with the volume of trade attaining 280.3 thousand. BB shares As a consequence of the world crisis and greater aversion to risk, the prices of the main shares on the Brazilian financial market suffered devaluation in 2008, but recovered at the beginning of this year. In 1Q09 the BBAS3 shares closed quoted at R$ 16.87, loss of 21.0% in twelve months, but up 18.8% in the year, until the end of march 2009. (21 .0) % (32 .9) % mar/08 apr/08 may/08 jun/08 jul/08 aug/08 sep/08 oct/08 BB Source: Economática Figure 7. BB Shares vs. Ibovespa 31 - Banco do Brasil – MDA 1Q09 nov/08 Ibovespa dec/08 jan/09 feb/09 mar/09 Share in Ibovespa The Bovespa Index (Ibovespa) is an index that represents the Brazilian stock market, made up of papers that were traded in at least 80% of the trading sessions carried out. From this, the Tradability Index is worked out, made up by the financial volume and by the quantity traded of each paper transacted, which determines the ranking of the paper’s share in the market. Out of the total of shares, the 80% with the highest Tradability index are determined, to represent the Ibovespa index. The Bank's share growth in the theoretical portfolio of Ibovespa can be verified in the following chart. In the theoretical portfolio of Ibovespa for the next four months (May/09 – Aug/09), Banco do Brasil occupies the 12th place. The Public Offering carried out in 2006 and 2007 and the split of shares, in the proportion of 1:3, favored the increase of BB’s liquidity in the market, permitting access by small investors to the Bank's shares. 12.162 11.381 1.590 Jan/07 Apr/07 10.969 10.779 11.307 11.613 2.443 2.379 1.675 1.713 May/07 Aug/07 Sep/07 Dec/07 11.992 12.644 2.379 2.404 1.893 Jan/08 Apr/08 BBAS3 May/08 Aug/08 Sep/08 Dec/08 Jan/09 Apr/09 May/09 Aug/09 Banking Industry Source: Bovespa Figure 8. BBAS3 in Ibovespa Trade involving Banco do Brasil shares were also influenced by the greater aversion to risk among investors, an effect of the global economic crisis. The average quantity traded in 1Q09, compared to the same period of 2008, obtained valuation of 35.3%, and reduction of 12.3% compared to 4Q08. The growth verified, even with the crisis, resulted essentially from the shares split and the Free Float increase after the BB Shares Public Offering occured at the end of 4Q07. The lower price and the rise of liquidity paved the way for the increase of trade by small investors. The average financial volume went from R$ 114 million in 1Q08 to R$ 56 million in this quarter, a decrease of 50.8% in this indicator, in the quarterly comparison. The performance was negative by 19.2%. 6,150 5,150 Units 4,150 3,150 2,150 1,150 150 mar/07 jun/07 sep/07 dec/07 Source: Economática Figure 9. Average amount traded – BBAS3 32 - Banco do Brasil – MDA 1Q09 mar/08 jun/08 sep/08 dec/08 mar/09 R$ 142,000,000 122,000,000 102,000,000 82,000,000 62,000,000 42,000,000 22,000,000 2,000,000 mar/07 jun/07 sep/07 dec/07 mar/08 jun/08 sep/08 dec/08 mar/09 Source: Economática Figure 10. Average financial volume – BBAS3 Market Ratios The P/E ratio, which indicates a time estimate, in years, for investors to recover the capital invested in the shares purchase assuming the full distribution of company profits; attained 5.34x last March, compared to 9.80x in the same period of 2008. The EPS reached R$ 0.65 in 1Q09, compared to R$ 0.92 in 1Q08. The P/B ratio of 1.40 in March 2009 denotes that the Bank's shares are traded more than once the book value, i.e., the Bank current market price is 140% its Shareholders' Equity. Market capitalization reached R$ 43,325 million at the end of March 2009, compared to R$ 58,750 million in the same period of the previous year, a decrease of 26.3%. The free float capitalization recorded R$ 9,404 million, lower than the R$ 12,742 million in March 2008. In 1Q09, the Bank disbursed R$ 666.2 million to its shareholders, being R$ 447.7 million as interest on own capital (R$ 0.17441027345 per share in the period) and R$ 218.5 million as dividends (R$ 0,08510772799 per share in the period). The 1Q09 Dividend Yield calculated as a result of the Bank’s 1Q09 dividend/interest on own capital divided by its market cap, attained 1.5%. The following chart shows the behavior of Banco do Brasil’s main multiples over the last quarters. 33 - Banco do Brasil – MDA 1Q09 Price / Earnings 12 months ** 15.03 Earnings per Share - R$ ** 14.88 10.11 9.80 8.25 4.28 Sep/07 Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 0.92 5.34 0.55 0.49 Mar/09 3Q07 4Q07 1Q08 3.10 2.31 0.73 2Q08 3Q08 0.65 4Q08 1Q09 Book Value per Share - R$ ** Price / Book Value ** 3.32 1.15 0.65 2.52 9.32 9.80 9.99 10.37 10.87 Sep/07 Dec/07 Mar/08 Jun/08 Sep/08 11.66 12.02 Dec/08 Mar/09 2.09 Sep/07 Dec/07 Mar/08 Jun/08 Sep/08 1.26 1.40 Dec/08 Mar/09 Free Float Capit alization - R$ million Market Capitalization - R$ million 14,753 14,416 12,742 12,550 11,354 76,482 75,269 58,750 Sep/07 Dec/07 Mar/08 66,478 Jun/08 8,103 9,404 58,360 Sep/08 37,701 43,325 Dec/08 Mar/09 Sep/07 Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Dividends and Interest on Own Equity - R$ million Net Income - R$ million 2,944 2,347 1,364 3Q07 1,217 4Q07 1Q08 1,644 1,867 2Q08 3Q08 4Q08 1,665 939 1Q09 1Q08 1,178 658 747 2Q08 3Q08 666 4Q08 1Q09 Payout - % Dividend Yield - % 4.6 3.1 1.6 1Q08 1.0 1.3 2Q08 3Q08 34 - Banco do Brasil – MDA 1Q09 40.0 40.0 40.0 40.0 1Q08 2Q08 3Q08 4Q08 1Q09 1.5 4Q08 1Q09 ** Adjusted series considering the stock split (1:3) occurred in the 2Q07. Figure 11. Market Ratios 40.0 3 – Corporate Governance Banco do Brasil has achieved a prominent position due to practices that guarantee the balance of rights and the rendering of accounts to the company’s shareholders and to society, the business sustainability and ethical relations with its stakeholders. Proof of this is BB's membership in Bovespa’s Novo Mercado, which is a special listing segment that assembles the institutions with the most stringent Corporate Governance practices, and its shares listing in the ITAG and IGC indexes, which respectively group companies with differentiated tag along, and those with the best corporate governance practices. We have based our performance not only complying with the applicable regulations, but also on disclosing to the market as many details as possible concerning our activities, in a timely manner and without losing sight of the quality of information provided. Besides the extensive range of reports and of information made available at our website, the APIMEC meetings and other events with shareholders, we have distinguished ourselves by summoning the market to conferences whenever we consider it necessary to elucidate specific topics involving our company. In 1Q09 we announced the strategic partnership established with Banco Votorantim to the market. The conference call disclosed the business details and the strategic rationale for Banco do Brasil. In addition, we opened a question and answer section to enable the analysts to clear up issues with Banco do Brasil and Banco Votorantim Board of Directors. The slides, the sound and the transcription of the call conferences are available at our website. Management BB's management bodies are the Board of Directors, advised by the Audit Committee, and the Executive Board, made up of the Executive Board of Officers (president and nine vice-presidents) and by 27 statutory directors. The Bank also has a permanent Board of Auditors. Decisions are taken collectively at all levels of the Bank. With the purpose of involving all the executives in the definition of strategies and approval of proposals for BB’s different businesses, the Management uses committees, subcommittees and commissions at a strategic level, which guarantee agility and security for the decision taking. The sophisticated governance structure developed by the Bank is reflected in the daily business management, the assumptions of which include a rigid structure of levels of decision-making authority and the segregation of duties. Loans, for example, are analyzed independently by the business areas, which evaluate the characteristics and the attractiveness of each operation, and by the Loan Directorate, which defines the maximum exposure by client, and sets individualized limits by business category. In this regard, the development of new products is submitted to all the intervening Senior Managements and Units, which analyze in a separate manner all the aspects involved in the deal, like its structure, pricing and risks involved. 35 - Banco do Brasil – MDA 1Q09 Boa rd of Aud itor s Glo bal Risk Manag ement Bo ard COMITÊ DE PREVENÇÃO A ILÍCITOS FINANC./CAMBIAIS COMITÊ DE NEGÓ CIOS Information Technology Solu tion for administrative Inquest Communicatio n Business Market a nd Liqu idity Risk Boa rd of Directo rs Credit Risk Op erational Risk Pre ven tion of Financial and Exchange Fraud Credit Limit Op erations Resources Op erations Committee Sub committe e Economic and Financial Scenar ios Op erational Administrative an d Cost Ratio nalizatio n Debure aucratization and Cost rationa lization Information Security Intranet Employee Assignment INTERNET Work Agr eement Commission Figure 12. Committee organogram Highlights of the period • Mergers and Acquisitions - Business in the Period The Brazilian Central Bank approved the takeover of the BESC System and the acquisition of the controlling interest of Banco Nossa Caixa in the first quarter of 2009. • Study for acquisition of equity control of BANESTES Banco do Brasil offered, and the Governo do Estado do Espírito Santo agreed, to start negotiations, without binding effect, aiming at the acquisition of equity control of BANESTES S.A. • New Market - Term for adaptation of the free float Bovespa granted a request for Banco do Brasil to have up to June, 28 2011 to reach the minimum percentage of 25% of free float shares provided for in the Listing Regulation of the New Market. 36 - Banco do Brasil – MDA 1Q09 4 – Other Information Table 22. Other Information 2Q07 3Q07 4Q07 1Q08 Profitability Net Income per Share - R$ ** 0.43 0.55 0.49 0.92 ROE - Annual Basis % 20.9 26.3 22.2 43.5 Recurring ROE - Annual Basis % 29.8 32.3 23.6 27.6 ROE - Accumulated on Annual Basis % 24.3 24.0 22.5 25.5 ROA - Annual Basis % 1.3 1.6 1.4 2.5 NII / Earning Assets - Annual Basis 8.0 7.7 7.8 7.2 Productivity Efficiency - % 54.0 54.2 53.2 42.5 Fee Income / Personnel Expenses - % 97.0 102.0 110.5 150.8 Fee Income / Adm. Expenses - % 58.6 59.7 61.2 77.9 Personnel Expenses per Collaborator - R$ 28,204 27,358 25,758 20,825 Collaborators / (Branches + PAA + PAB) 16.6 16.6 16.7 17.0 Checking Accounts per Collaborator 295 298 301 300 Assets per Collaborator – R$ thousand 3,737 3,825 3,932 4,463 Loan Portfolio / Points of Service – R$ million 9.6 9.9 10.5 11.3 Loan Portfolio Quality Allowance / Loan Portfolio - % 6.5 6.4 6.4 6.2 Allowance / (E + F + G + H) - % 114.0 112.2 111.4 108.0 Portfolio Net of Allowance / Total Portfolio - % 93.5 93.6 93.6 93.8 Capital Structure Leverage (times) 14.9 14.8 14.7 16.3 BIS Ratio - % 15.9 15.7 15.6 14.7 Total Quantity of Shares - thousand 2,475.9 2,475.9 2,475.9 2,542.2 Capital Market Price / Earnings 12 months ** 14.91 15.03 14.88 9.80 Price / Book Value ** 3.10 3.32 3.10 2.31 Market Capitalization - R$ million 69,054 76,482 75,269 58,750 Book Value per Share - R$ ** 9.01 9.32 9.80 9.99 Price of Share - R$ ** 27.89 30.89 30.40 23.11 Structural Information Total of Service Points 15,161 15,212 15,297 15,324 Branches 3,977 3,984 4,008 4,024 PAA 188 185 186 187 PAB 1,209 1,208 1,247 1,251 PAE 5,906 5,949 5,948 5,935 SAA 3,879 3,884 3,906 3,925 PAP 2 2 2 2 Total of Customers - thousand 26,295 26,636 27,414 27,855 Individuals - thousand 24,676 24,999 25,746 26,157 Businesses - thousand 1,618 1,636 1,667 1,698 Total of Savings Accounts - thousand 16,266 16,425 16,651 17,091 Individuals - thousand 16,144 16,300 16,526 16,961 Businesses - thousand 123 125 124 130 Collaborators 89,108 89,514 90,974 92,801 Employees * 79,310 80,048 81,855 83,417 Interns 9,798 9,466 9,119 9,384 * Adjusted Concept: See Chapter 7.6.1. ** Adjusted series considering the stock split (1:3) occurred in the second quarter of 2007. 37 - Banco do Brasil – MDA 1Q09 2Q08 3Q08 4Q08 1Q09 0.65 27.9 24.6 25.4 1.6 7.1 0.73 30.5 33.6 26.1 1.7 7.0 1.15 47.4 24.5 30.4 2.4 7.2 0.65 23.8 19.1 28.9 1.2 6.6 46.6 136.4 72.9 22,730 17.1 308 4,444 12.4 51.6 123.4 66.0 25,033 17.3 317 4,834 13.1 33.6 125.8 66.3 25,071 16.4 313 5,377 14.1 59.3 93.4 50.4 31,900 16.8 309 5,990 14.1 5.9 105.3 94.1 5.5 105.4 94.5 6.1 107.5 93.9 6.4 106.0 93.6 15.8 12.5 2,542.2 16.5 13.0 2,565.3 17.4 15.2 2,568.2 19.2 15.0 2,568.2 10.11 2.52 66,478 10.37 26.15 8.25 2.09 58,360 10.87 22.75 4.28 1.26 37,701 11.66 14.68 5.34 1.40 43,325 12.02 16.87 15,353 4,052 188 1,249 5,911 3,951 2 28,830 27,055 1,775 17,710 17,409 301 93,733 84,258 9,475 15,438 4,077 184 1,225 5,969 3,980 3 30,117 28,173 1,944 18,002 17,717 285 94,935 85,392 9,543 15,964 4,342 187 1,389 6,055 3,987 4 30,378 28,494 1,884 18,459 18,169 290 96,938 88,972 7,966 16,207 4,354 182 1,360 6,061 4,248 2 30,574 28,701 1,874 19,432 19,112 320 98,825 89,534 9,291 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 3Q08 4Q08 1Q09 Global Ratings Fitch Ratings Individual C/D C/D C/D C/D C/D C/D C/D C/D C/D Short-Term - Local Currency F3 F3 F3 F3 F3 F3 F3 F3 F3 Long-Term - Local Currency BBBBBBBBBBBBBBBBBBBBBBBBBBBShort-Term - Foreign Currency F3 F3 F3 F3 F3 F3 F3 F3 F3 Long-Term - Foreign Currency BBBBBBBBBBBBBBBBBBBBBBBBBBBMoody's Financial Strength C C C C C C C C C Short-Term - Local Currency P-1 P-1 P-1 P-1 P-1 P-1 P-1 P-1 P-1 Short-Term - Foreign Currency NP NP NP NP NP NP NP NP NP Long-Term Debt- Foreign Currency Baa3 Baa3 Baa3 Baa3 Baa3 Baa3 Baa3 Baa3 Baa3 Long-Term Deposits - Local Currency A1 A1 A1 A1 A1 A1 A1 A1 A1 Long-Term Deposits - Foreign Currency Ba3 Ba3 Ba2 Ba2 Ba2 Ba2 Ba2 Ba3 Ba2 Standard & Poor's Long-Term - Local Currency BB+ BB+ BB+ BBBBBBBBBBBBBBBBBBLong-Term - Foreign Currency BB+ BB+ BB+ BBBBBBBBBBBBBBBBBBNational Ratings Fitch Ratings Short-Term F1+(bra) F1+(bra) F1+(bra) F1+(bra) F1+(bra) F1+(bra) F1+(bra) F1+(bra) F1+(bra) Long-Term AA+(bra) AA+(bra) AA+(bra) AA+(bra) AA+(bra) AA+(bra) AA+(bra) AA+(bra) AA+(bra) Moody's Short-Term BR-1 BR-1 BR-1 BR-1 BR-1 BR-1 BR-1 BR-1 BR-1 Long-Term Aaa.br Aaa.br Aaa.br Aaa.br Aaa.br Aaa.br Aaa.br Aaa.br Aaa.br Compulsory/Reserve Requirements Demand Deposits Rate (1) (5) 45% 45% 45% 45% 45% 45% 45% 42% 42% Additional (2) (6) (9) 8% 8% 8% 8% 8% 8% 8% 5% 5% Reserve Requirements* 25% 25% 25% 25% 25% 25% 25% 30% 30% Reserve Requirements (micro finance) 2% 2% 2% 2% 2% 2% 2% 2% 2% Free 20% 20% 20% 20% 20% 20% 20% 21% 21% Savings Deposits Rate (3) (8) 20% 20% 20% 20% 20% 20% 20% 15% 15% Additional (2) (9) 10% 10% 10% 10% 10% 10% 10% 10% 10% Reserve Requirements* (7) 60% 65% 65% 65% 65% 65% 65% 70% 70% Free 10% 5% 5% 5% 5% 5% 5% 5% 5% Time Deposits Rate (4) 15% 15% 15% 15% 15% 15% 15% 15% 15% Additional (2) (6) 8% 8% 8% 8% 8% 8% 8% 5% 5% Free 77% 77% 77% 77% 77% 77% 77% 80% 80% Judicial Deposits Rate 0% 0% 0% 0% 0% 0% 0% 0% 0% Free 100% 100% 100% 100% 100% 100% 100% 100% 100% * Reserve Requirements at BB are directed to Rural Credit. (1) Collected in cash without remuneration. (2) Collected in cash at Selic rate. (3) Collected in cash at TR + interest of 6.17% p.a. (4) Linked to securities. From the calculus base period of 11.03 to 11.07.08, with compliance since 11.14.08, 60% of the reserve requirements started to be collected in cash without remuneration, and 40% in federal bonds linked in Selic. (5) From the calculation base period of 10.27 to 11.07.08, with compliance since 11.05.08. (6) From the calculation base period of 09.29 to 10.03.08, with compliance since 10.13.08. (7) For the calculation base periods between 10.27.08 and 06.26.09, with compliance from 11.10.08 to 07.10.09. (8) Exclusively to rural savings, for the calculation base periods between 10.27.08 and 06.26.09, with compliance from 11.10.08 to 07.10.09. To housing savings, the rate remains in 20%. (9) From the calculation base period of 11.17 to 11.21.08, with compliance since 12.01.08, the additional reserve requirements started to be paid in federal bonds linked in Selic. 38 - Banco do Brasil – MDA 1Q09 5 – Summarized Financial Statements 5.1 Summarized Balance Sheet Table 23. Summarized Balance Sheet – Assets R$ million Chg. % Balance ASSETS Current and Long-term Assets Available Funds Short-term Interbank Investments Securities Securities Available for Trading Securities Available for Sale Securities Held to Maturity Financial Derivatives Interbank Accounts Deposits with the Central Bank Compulsory Deposits on Demand Deposits and Float Compulsory Deposits on Savings Deposits Other Intrabank Accounts Loans Public Sector Private Sector ( Allowance for Loan Losses) Leasing Leasing and Subleasing Receivables (Unearned Lease Income) (Allowance for Lease Losses) Other Receivables Receivable on Guarantees Honored Foreign Exchange Portfolio Income Receivable Trading and Brokerage of Securities Specific Credits Specific Operations Credits from Insurance, Pension and Capitalization Op. Tax Credits Actuarial Assets Warrants Deposits Receivable Other Credits (Provision or Doubtful Receivables) (With Loan Characteristics) (Without Loan Characteristics) Other Assets Interest in Companies Other Assets (Provision for Possible Losses) Prepaid Expenses Permanent Assets Investments Property and Equipment Leasing Assets Intangible Deferred Charges 39 - Banco do Brasil – MDA 1Q09 Mar/08 Dec/08 Mar/09 s/Mar/08 s/Dec/08 414,193 406,228 4,790 72,689 81,490 24,717 35,388 20,485 899 36,340 31,102 11,127 19,975 5,238 118 149,507 6,286 153,543 (10,322) 1,355 1,380 (25) 59,211 55 12,608 433 338 776 1 269 14,051 2,180 16,394 13,120 (1,014) (347) (667) 729 0 300 (164) 593 7,964 1,055 2,966 7 3,294 642 521,273 511,761 5,545 119,408 86,909 26,136 38,374 20,123 2,276 21,287 20,882 12,439 8,443 405 228 190,882 12,471 191,589 (13,179) 2,968 4,880 (1,842) (71) 83,279 71 20,914 413 347 846 0 441 16,499 7,794 18,007 19,325 (1,377) (579) (798) 1,256 0 308 (170) 1,118 9,512 966 3,339 4 4,598 604 591,925 577,351 7,516 131,796 110,594 32,475 45,269 31,433 1,417 30,925 25,543 12,381 13,162 5,382 99 205,376 3,767 216,684 (15,075) 3,246 3,352 (106) 86,156 81 19,041 513 150 868 0 586 20,413 7,794 20,024 18,363 (1,676) (649) (1,027) 1,642 0 356 (183) 1,469 14,574 961 3,588 3 9,391 632 42.9 42.1 56.9 81.3 35.7 31.4 27.9 53.4 57.5 (14.9) (17.9) 11.3 (34.1) 2.7 (15.6) 37.4 (40.1) 41.1 46.0 139.5 142.9 326.8 45.5 46.6 51.0 18.4 (55.5) 11.8 (95.2) 117.7 45.3 257.5 22.1 40.0 65.2 86.9 54.0 125.4 (0.8) 18.5 11.4 147.9 83.0 (8.9) 21.0 (52.9) 185.1 (1.6) 13.6 12.8 35.5 10.4 27.3 24.3 18.0 56.2 (37.8) 45.3 22.3 (0.5) 55.9 1.228.5 (56.4) 7.6 (69.8) 13.1 14.4 9.4 (31.3) 48.4 3.5 13.8 (9.0) 24.2 (56.7) 2.6 0.1 32.9 23.7 11.2 (5.0) 21.7 12.1 28.7 30.7 9.1 15.4 7.4 31.4 53.2 (0.5) 7.4 (16.2) 104.2 4.5 Table 24. Summarized Balance Sheet - Liabilities R$ million Chg. % Balance LIABILITIES AND SHAREHOLDER’S EQUITY Current and Long-term Liabilities Deposits Demand Deposits Savings Deposits Interbank Deposits Time Deposits Investment Deposits Money Market Borrowing Funds from Acceptances and Securities Placed Foreign Securities Interbank Accounts Intrabank Accounts Borrowing Foreign Borrowing Domestic Onlending – Official Institutions National Treasury BNDES CEF Finame Other Institutions Foreign Onlending Financial Derivatives Other Accounts Payable Collection of Taxes and Contributions Foreign Exchange Portfolio Shareholder and Statutory Distributions Taxes and Social Security Trading and Brokerage of Securities Technical Prov. Insurance, Pension and Capitalization Op. Financial and Development Funds Perpetual Securities Special Operations Obligations for Lotto Operations FCO (Subordinated Debt) Actuarial Liabilities Other Liabilities Unearned Income Corporate Profit Sharing Shareholders’ Equity Capital (Unpaid Capital) Capital Reserves Revaluation Reserves Revenue Reserves Mark-to-Market – Securities and Derivatives Retained Earnings (Accumulated losses) (Treasury Shares) Income Accounts 40 - Banco do Brasil – MDA 1Q09 Mar/08 Dec/08 Mar/09 On Mar/08 On Dec/08 414,193 388,786 189,751 44,142 48,112 6,247 90,939 310 99,716 1,260 1,169 3,049 1,369 3,251 3,251 18,250 3,184 9,198 5,194 673 0 1,876 70,264 2,443 10,939 1,342 12,244 590 10,575 2,125 887 2 10,405 4,111 14,600 25,407 13,212 0 6 10,125 85 1 1,978 521,273 491,336 270,841 51,949 54,965 14,065 149,618 243 91,130 3,479 3,210 21 2,496 7,627 7,627 22,436 3,485 11,168 6,585 1,199 98 3,895 89,312 252 15,964 1,838 17,570 401 12,675 2,458 1,185 2 11,772 5,662 19,531 (0) 29,937 13,780 5 7 15,977 199 (31) - 591,925 560,232 305,002 47,276 70,567 8,406 178,487 266 106,452 3,074 2,762 1,940 1,862 9,991 9,991 22,220 3,532 10,753 165 6,826 945 104 3,164 106,422 3,156 15,380 985 17,686 145 13,771 3,741 1,174 2,136 9 14,371 5,738 28,130 834 30,859 13,780 5 7 15,759 124 (31) 1,215 42.9 44.1 60.7 7.1 46.7 34.6 96.3 (14.4) 6.8 144.1 136.3 (36.4) 36.0 207.3 207.3 21.8 10.9 16.9 31.4 40.3 21,730.6 68.7 51.5 29.2 40.6 (26.6) 44.4 (75.5) 30.2 76.0 32.4 91,542.8 38.1 39.6 92.7 21.5 4.3 15,276.1 22.7 55.6 45.2 (38.6) 13.6 14.0 12.6 (9.0) 28.4 (40.2) 19.3 9.2 16.8 (11.6) (13.9) 9.068.7 (25.4) 31.0 31.0 (1.0) 1.3 (3.7) 3.7 (21.2) 6.2 (18.8) 19.2 1.150.4 (3.7) (46.4) 0.7 (63.9) 8.6 52.2 (0.9) 91,413.4 22.1 1.4 44.0 3.1 (0.0) (1.8) (1.4) (37.6) - 5.2 Summarized Corporate Law Income Statement Table 25. Summarized Corporate Law Income Statement R$ million Chg. % Quarterly Flow 1Q08 4Q08 1Q09 On 1T08 On 4T08 Financial Intermediation Income 10,971 18,824 14,489 32.1 (23.0) Loans Leasing Securities Financial Derivatives Foreign Exchange Portfolio Compulsory Investments Financial Inc. from Insur., Pension & Capit. Op. Financial Intermediation Expenses Money Market Funds Borrowing, Assignments and Onlending Allowance for Loan Losses Gross Income from Financial Intermediation Other Operating Income (Expenses) Fee Income Banking Fees Income Personnel Expenses Other Administrative Expenses Taxes Equity Int, in the Results of Subs, and Affil, Income f/ Insurance, Pension & Capitalization Op. Other Operating Revenues Other Operating Expenses Operating Income Non-operating Income Income Before Taxes Income and Social Contribution Taxes Statutory Profit Sharing Corporate Profit Sharing Net Income 7,001 49 3,767 (448) 122 428 53 (7,232) (4,909) (720) (1,603) 3,739 (853) 2,915 (1,933) (1,809) (566) 318 101 1,394 (1,272) 2,887 224 3,111 (462) (301) 2,347 10,613 147 8,097 (1,053) 503 424 93 (17,226) (8,432) (4,903) (3,892) 1,597 2,744 2,338 720 (2,430) (2,185) (887) 707 353 7,090 (2,962) 4,342 5 4,347 (1,022) (380) 2,944 8,502 138 5,730 (62) (116) 176 121 (11,131) (7,761) (716) (2,654) 3,359 (2,664) 2,255 688 (3,152) (2,691) (667) (90) 303 2,061 (1,371) 694 16 711 1,182 (227) 0 1,665 21.4 182.0 52.1 (86.3) (59.0) 130.4 53.9 58.1 (0.5) 65.5 (10.2) 212.5 (22.7) 63.1 48.7 18.0 201.1 47.9 7.7 (75.9) (92.6) (77.1) (24.5) (29.1) (19.9) (6.0) (29.2) (94.2) (58.6) 29.7 (35.4) (8.0) (85.4) (31.8) 110.3 (3.6) (4.3) 29.7 23.2 (24.8) (14.2) (70.9) (53.7) (84.0) 236.9 (83.6) (40.3) (43.4) 41 - Banco do Brasil – MDA 1Q09 5.3 Income Statement with Reallocations Table 26. Income Statement with Reallocations (R$ million) Financial Intermediation Income Loan operations (4) (16) Lease operations Securities (14) Financial Derivatives Foreign Exchange Portfolio Compulsory Investments Financial Income from Insurance, Pension and Capitalization Op. FX Gain (Loss) on Foreign Investments (1) Other Op. Inc. of a Fin. Intermed. Nature (2) Tax Hedge (5) Financial Intermediation Expenses Money Market Funds (3) Borrowing, Assignments and Onlending Net Interest Income Allowance for Loan Losses (6) (11) Net Financial Margin Fee Income Services Income Banking Fee Income Taxes on Revenues (5) (7) Contribution Margin Administrative Expenses Personnel Expenses (8) Other Administrative Expenses (8) (9) Other Tax Expenses (7) Commercial Income Legal Risk Legal Claims (8) (10) (17) Labor Lawsuits (8) (17) Other Operating Income (Expenses) Eq Int. in Results of Subs. and Affil. (1) (14) (15) Res. from Insurance, Pension Plan and Capitalization Operations FX Other Operating Income/Expenses Other operating income (2) (3) (4) (12) Other operating expenses (2) (6) (9) (13) Operating Income Non-Operating Income Income Before Taxes Income and Social Contrib Taxes (5) (18) (19) (20) Interest on Own Capital Tax Benefit Statutory Profit Sharing Corporate Profit Sharing Recurring Income Extraordinary Items Sale of share in VISA Internacional (14) Revaluation of Consolidated Shares (15) Economic Plans (10) Credit Assignment (16) Tax Efficiency (19) PREVI – Non-recognized Actuarial Gains (12) CASSI – Non-recognized Actuarial Losses (13) Additional Provision for Loan Losses (11) Provision for labor, civil, and tax claims (17) Tax credits - differential of CSLL rate (18) Tax FX and Statutory Profits over Extraord. Items (20) Net Income 42 - Banco do Brasil – MDA 1Q09 1Q08 11,046 7,208 49 3,571 (448) 122 428 53 27 35 (5,477) (4,757) (720) 5,568 (1,534) 4,034 2,915 2,915 (534) 6,415 (3,561) (1,801) (1,734) (26) 2,854 (125) 6 (132) (424) (115) 101 (410) 879 (1,290) 2,305 224 2,529 (669) 125 (301) 1,559 789 361 241 (82) 67 302 (101) 2,347 Quarterly Flow 4Q08 20,412 11,106 147 8,097 (1,053) 503 424 93 711 50 334 (13,335) (8,432) (4,903) 7,077 (2,240) 4,837 3,058 2,338 720 (589) 7,305 (4,515) (2,301) (2,043) (170) 2,791 (226) (97) (129) (189) (3) 353 (539) 1,230 (1,769) 2,375 5 2,380 (557) 140 (198) 1,626 1,318 (44) 5,326 (1,259) (1,594) (1,110) 2,944 1Q09 15,260 8,951 138 5,730 (62) (116) 176 121 (85) 471 (64) (8,275) (7,558) (716) 6,985 (2,491) 4,494 2,943 2,255 688 (618) 6,819 (3,973) (2,129) (1,801) (43) 2,846 (197) (95) (102) (550) (5) 303 (849) 795 (1,643) 2,099 16 2,115 (577) 179 (181) 0 1,357 309 (95) (1,367) 1,213 557 1,665 Chg. % On 1Q08 On 4Q08 38.2 (25.2) 24.2 (19.4) 182.0 (6.0) 60.5 (29.2) (86.3) (94.2) (59.0) (58.6) 130.4 29.7 1.232.4 849.2 51.1 (37.9) 58.9 (10.4) (0.5) (85.4) 25.4 (1.3) 62.4 11.2 11.4 (7.1) 1.0 (3.7) (22.7) (3.6) (4.3) 15.6 4.8 6.3 (6.7) 11.6 (12.0) 18.2 (7.5) 3.9 (11.8) 66.8 (75.0) (0.3) 2.0 57.5 (12.8) (1.8) (22.7) (21.1) 29.7 191.0 (95.7) 48.9 201.1 (14.2) 106.9 57.5 (9.6) (35.4) 27.4 (7.1) (8.9) (11.6) (92.6) 236.9 (16.4) (11.1) (13.8) 3.7 42.7 28.4 (39.8) (8.3) (12.9) (16.5) (61) (77) 15.7 113.6 (29.1) (43.4) 5.3.1 Details of the Reallocations In this chapter the adjustments made in the statement of income to get the Reallocated Statement of Income are detailed below. Such adjustments aim to: a) Separate the extraordinary items and show the recurring income for the period; b) Change the manner that income and expenses are shown, in order to provide a better understanding of the business and the company's performance; c) allow the financial margin recorded in the period to reflect, effectively, the gain from all the earning assets, seeking to inform the market what was the spread achieved from the division of this margin by the assets, except the permanent assets. For this, it was necessary to: • • • Include in the financial margin the income recorded in Other Operating Income that had financial intermediation characteristics and which was derived from earning assets recorded in the Balance Sheet Under Other Receivables; Identify the foreign exchange gain/(loss) on financial assets and liabilities abroad in the period in a specific financial margin item (financial equity); To keep in financial margin, amounts related to negative foreign exchange adjustments that were recorded in Other Operating Income and Expenses to avoid inverting the balance of accounts of a financial intermediation nature. d) Detect and cancel the effects of Tax Hedge transactions entered into as of 4Q08, on the Effective Tax Rate and Financial Margin. In connection with these transactions, it should be reported that: • • • • Exchange variation on overseas investments reflects on Banco do Brasil's income by means of the equity income account. In order to minimize the effects of exchange fluctuations on the income, the Bank seeks to level its foreign exchange positions with transactions in the financial market or through commercial positions assumed with customers; Pursuant to tax legislation in force, the equity income on overseas investments does not affect the tax calculation bases (IRPJ, CSLL, PIS/PASEP, and COFINS), as opposed to the profits arising from foreign exchange hedge transactions which produced R$ 183 million in gains during the 3rd quarter of 2008, and may create losses in the subsequent periods if the Brazilian real begins to appreciate consistently again; In order to reduce fluctuations in its profit figures, the Bank decided to assume a foreign currency short position, considering the sum required for effective protection, including tax effects pursuant to article 4 in Circular 3389 dated June 25, 2008. This short position is assumed by entering into a hedge transaction in excess of the assets being protected, by means of a transaction known as a Tax Hedge, or overhedge. The Tax Hedge's value is specified in such a way that the outcome of the hedge transactions, net of their effects on taxes, will be equal to the impact of the exchange fluctuation on the income, which enhances protection and reduces the income's volatility; Reallocations in the Net Interest Income (1) The foreign exchange gain (loss) on foreign financial equity is reallocated from equity in the (earnings)/loss of subsidiary and associated companies for inclusion in the financial margin. This adjustment is required to maintain the equilibrium and coherence of the analysis of the spread, since assets and liabilities previously included in permanent assets are included in other balance sheet items after consolidation. Without the relocation, spread would be calculated incorrectly. In 4Q08, this reallocation was of R$ 711 million and in 1Q09 (R$ 85 million). (2) The reallocations of Other Operating Income/Expenses to Other Operating Income of a financial intermediation nature are detailed below: 43 - Banco do Brasil – MDA 1Q09 Table 27. Reallocations – Other Operating Income / Expenses R$ million Var. % Quarterly Flow 1Q08 Income from Special Operations Income from specific credits FX Readjustment FX Readjustment Income FX Readjustment Expense Total 4Q08 1Q09 On 1Q08 On 4Q08 12 19 4 56 (52) 15 25 9 9 13 22 436 580 (144) 11.5 13.6 10,005.2 939.0 180.0 (13.4) (12.8) 4,563.6 - 35 50 471 1.232.4 849.2 (3) Reallocation of Other Operating Income to Funding Operations in the Market. Refers to the reversal of charges with the restatement of savings deposits recorded upon the closing of the semesters. In the months after the closing of the Balance Sheets, this reallocation is necessary in order to correctly evidence the Net Interest Income. This reallocation is only performed in the first and third quarters of the year. In 1Q08 the charges were R$ 152 million, and R$ 202 million in 1Q09. (4) Reallocation of Other Operating Income to Loan Operations corresponding to the equalization revenues of charges on loan operations. As of January/2008 these revenues began to be accounted for in Other Operating Income, and had to be reallocated to the group of Loan Operations for purposes of comparability. Equalization revenues amounted to R$ 494 million in 4Q08 and R$ 449 million in 1Q09. (5) Reallocations were performed in order to cancel the Tax Hedge's effects. Owing to the Brazilian real's depreciation vis-à-vis the US dollar in the 4th quarter of 2008, the Tax Hedge created additional expenses that affected the Net Interest Income in R$ 334 million, the counterpart being a reduction in taxes. To allow a better understanding of the margin, and to confer greater stability to the effective tax rate, the positive impact on Taxes on Revenues (of R$ 36.3 million) and on Income Tax and Social Contribution (in the amount of R$ 298.1 million) were reallocated to the "Tax Hedge", line included among Financial Intermediation Income, in the Net Interest Income. In the first quarter of 2009 the effect was the opposite, given the appreciation of the Brazilian Real, which implied an increase of R$ 64 million in the net interest income, an amount that we reallocated to make up for the negative impact on Taxes on Revenues (of R$ 7 million) and on IR and CSLL (R$ 57 million). Reallocations in the Net Interest Margin (6) The expense with the Allowance for Loan Losses includes credits without characteristics of financial intermediation, so this part of the allowance is reallocated to Other Operating Expenses. In 4Q08, this reallocation was of R$ 57 million and in 1Q09, R$ 162 million. Reallocations in the Contribution Margin (7) Considering the model used for the income statement, tax expenses on revenues are reallocated and included in the contribution margin. In 4Q08, this reallocation was of R$ 589 million and in 1Q09, R$ 618 million. Reallocations in the Operational Result (8) The expenses with Legal Claims and Labor Lawsuits were separated in the Income Statement with Reallocations, into a group called Legal Risk. It aims to provide a better analysis of the administrative expenses and giving more transparency to this kind of risk. Amounts reallocated in 4Q08 and 1Q09 were, respectively: - Labor claims: (R$ 129 million) and (R$ 102 million); - Civil claims: (R$ 97 million) and (R$ 95 million). 44 - Banco do Brasil – MDA 1Q09 (9) As of 1Q09, in compliance with the resolution of the Central Bank, part of the premiums paid to customers began to be recorded in "Other Administrative Expenses". Aiming to maintain the comparability and considering the nature of the amounts disbursed, we reallocated the entire sum to "Other Operating Expenses", as was recorded up to December 2008. In the 1Q09, the reallocated value was R$ 254 million. Extraordinary Items (10) Civil claims of Economic Plans on savings deposits, generating extraordinary expenses in 1Q09 in the amount of R$ 95 million. These claims had an impact on the result of 4Q08 of R$ 44 million and on that of 1Q08 of R$ 82 million. (11) Extraordinary Expense incurred in 4Q08, corresponding to Additional Allowance for Loan Losses in the amount of R$ 1,594 million. The reinforcement of provision results from adjustments in the Bank's statistical models, in simulations of stress scenarios, if the volatility of the default rates of the loan portfolio increases due to the effects of a possible deterioration of the global economic crisis. As of the disclosure of CMN Resolution no. 3674/08, surplus provisions were included in the Level I Referential Shareholders’ Equity, for the purpose of calculating the capital ratio. (12) Extraordinary income of R$ 5,326 million regarding the partial accounting of non-recognized actuarial gains by Plano de Aposentadoria e Pensão dos Funcionários do Banco do Brasil - PREVI, by virtue of a review of actuarial assets and liabilities performed in accordance with Resolution 26 issued by Conselho de Gestão da Previdência Complementar (CGPC) on September 29, 2008. (13) Expense of R$ 1,259 million in as a result of non-recognized actuarial losses by Plano de Assistência à Saúde - CASSI. These expenses were being calculated on a monthly basis and totaled R$ 440 million before taxes in 2008, which sums will no longer be stated from 1Q09 on. (14) Partial sale of investments, corresponding to 56.1% of the shares of the BB group (Multiple Bank, Visanet and VisaVale) in the company Visa Inc., generating positive extraordinary result of R$ 361 million in 1Q08. The subject was included in a notice to the market on March 31, 2008. (15) As of the first quarter of 2008 the Bank started to proportionately consolidate its holdings in several companies. Extraordinary revenues of R$ 241 million were determined in 1Q08 due to the valuation by the Equity Method of Accounting of interests in companies that were not valued in this manner. The consolidation of the holdings was the subject matter of a Significant Event divulged on April 29, 2008. (16) Assignment of credits written off to Ativos S.A., generating extraordinary revenues in 1Q08 in the amount of R$ 67 million. (17) As a result of the process of periodic reevaluations of the equity impacts originating from the lawsuits in which Banco do Brasil figures as complainant, plaintiff or stakeholder, an expense of R$ 1,367 million, before taxes was realized that refers to the supplementation of provision to cover labor, civil and fiscal claims. (18) Also on account of the reevaluation of the expected impacts of lawsuits, income of R$ 1,213 million was realized relating to the recognition of tax credits originating from the alteration of the rate of Social Contribution on Net Income - CSLL from 9% to 15%. The recognition of this tax credit results from the reevaluation of the prospect of success of the Direct Unconstitutionality Action (ADIN), number 4101/DF, against the raise of the rate of CSLL of the financial sector. (19) Tax efficienty generated by the Bank in periodic revision for the deductibility treatment of the tax expenses used so far. Because of this revision it was possible to have a tax efficiency in the 1Q08 for about R$ 302 million. (20) As of 4Q08 the DRE (Statement of Income) with Reallocations started to segregate the effects of extraordinary items of the period on the payment of Profit Sharing (PLR), and to unify the effects of 45 - Banco do Brasil – MDA 1Q09 these items on taxes (IR and CSLL). The table below shows separately the effect of each extraordinary item on taxes and on PLR. Table 28. Fiscal Effects and Statutory Profit Sharing on Extraordinary Items Quarterly Flow 1Q08 4Q08 Chg. % 1Q09 On 1Q08 On 4Q08 Sale of shares in VISA International Economic Plans Previ – Actuarial Recognition Gain Cassi – Actuarial Recognition Loss Additional Provision for Loan Losses Extra Statutory Profit Sharing (129) 28 - 17 (2,255) 498 630 - 36 521 28.6 - 111.8 - Total (101) (1,110) 557 - - 46 - Banco do Brasil – MDA 1Q09 6 - Balance Sheet Analysis 6.1 Breakdown Banco do Brasil attained R$ 591.9 billion in total assets at the end of the first quarter of 2009, recording expansion of 46.2% in 12 months and of 13.6% in relation to 4Q08. It is worth emphasizing that the acquisition of the controlling interest of Banco Nossa Caixa (BNC) was consolidated at the end of the period, which brought about the expansion of R$ 54.3 billion in assets. Disregarding the consolidation of Nossa Caixa, assets would have grown 3.1% in the quarter and 32.8% in the annual comparison. As the acquisition was executed at the end of the quarter, the equity itens of Nossa Caixa were consolidated with those of BB. As the analyses of this chapter represent a photograph of the equity at the end of the period in question, they contemplated the accounting information of BNC. The same treatment was not provided to the analyses of income and expenses, in which we segregated the effect of the acquisition for determination of average balances, as the statement of income accounts of that institution did not sensitize the DRE (statement of income) of Banco do Brasil in the first quarter of 2009. In relation to the previous quarter, the mix of assets (Earning/Others) remained practically stable. Earning assets increased their share in relation to total assets by 20 base points. The mix of liabilities experienced a more relevant change, and interest-bearing liabilities increased their relative share from 68.7% in 4Q08 to 70.5% in 1Q09. Earning Assets2 vs. Interest Bearing Liabilities3 - % 17.0 17.2 83.0 17.5 29.6 29.7 82.8 70.3 Jun/07 70.4 Sep/07 17.4 82.5 19.8 30.6 32.1 82.6 67.9 Dec/07 69.4 Mar/08 19.6 31.8 32.3 80.2 80.4 67.7 Jun/08 19.4 19.6 80.4 68.2 Sep/08 Earning Assets Other Assets Interest Bearing Liabilities Other Liabilities 29.5 31.3 68.7 Dec/08 80.6 70.5 Mar/09 Figure 13. Earning Assets vs. Interest Bearing Liabilities 1 Cash and cash equivalents in foreign currency, marketable securities, financial investments, loan operations, Leasing, Earning Compulsory Deposit and other Earning Assets vs. Interest-bearing Liabilities 3 Savings Accounts, Interbank Deposits, Time Deposits, Money Market Borrowings, Foreign Borrowings, Onlendings, Financial and Development Funds, Subordinated Debts, Hybrid Capital and Debt Instruments, and Foreign Securities Issued Abroad. 47 - Banco do Brasil – MDA 1Q09 6.2 Analysis of Assets The growth of Assets in the quarter resulted mainly from the performance of "Securities", which climbed 27.3% in the period and increased their relative share in Total Assets from 16.7% to 18.7%. The acquisition of the controlling interest of Nossa Caixa was decisive in the alteration of the mix of assets and liabilities in the quarter. This is because that institution had an ample base of deposits in March, but not such an expressive loan portfolio, which caused more investments to be made in the securities portfolio. The consolidation of numbers of Nossa Caixa added R$ 54.3 billion to the Total Assets of BB, with R$ 13.8 billion in loans and R$ 22.6 billion in Securities. The deposit base was also expanded by R$ 36.6 billion. The result of consolidation was the growth of the share of Securities among the total assets of Banco do Brasil. In spite of its decisive contribution toward the growth of 7.6% in loan and leasing operations, the acquisition of controlling interest directly influenced the reduction of the relative share of these operations in total assets, from 37.2% in December 2008 to 35.2% at the end of 1Q09. 16.4 21.1 15.9 21.1 15.1 20.5 18.7 19.7 14.4 19.8 17.0 18.7 24.0 16.7 36.7 4.0 21.8 36.8 3.9 22.3 37.8 3.8 22.8 36.4 3.4 21.8 39.8 3.4 22.6 38.3 3.3 22.7 37.2 3.2 19.0 Jun/07 Sep/07 Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Other Assets Loans and Leasings Liquidity Assets except Securities 23.5 18.7 35.2 3.4 19.1 Mar/09 Tax Credit Securities Figure 14. Breakdown of Assets Table 29. Breakdown of Assets Jun/07 Total Assets Sep/07 Dec/07 Mar/08* Jun/08 Sep/08 Dec/08 R$ million Mar/09 342,049 351,651 367,210 414,193 416,503 458,873 521,273 Liquidity Assets except Securities 56,051 55,785 55,476 77,478 60,037 77,938 124,953 139,312 Securities 72,071 74,126 75,201 81,490 82,301 85,954 86,909 110,594 Loans and Leasing 591,925 125,524 129,513 138,849 150,863 165,570 175,613 193,849 208,622 Tax Credits 13,746 13,881 13,826 14,051 14,337 14,994 16,499 20,413 Other Assets 74,658 78,347 83,859 90,310 94,256 104,375 99,062 112,984 *From Mar/08 the series considers the Economic Consolidated information 48 - Banco do Brasil – MDA 1Q09 6.3 Liquidity Analysis The liquidity of Banco do Brasil, determined by the difference between Liquidity Assets and Liabilities, attained R$ 119,662 million in March 2009. This sum represents growth of 29.1% in the quarter and of 148.7% in relation to the same prior-year period. R$ million 119,662 92,660 61,914 44,107 45,019 Jun/07 Sep/07 48,312 48,117 37,336 Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Figure 15. Liquidity Balance The consolidation of numbers of Nossa Caixa also had impacts on the Liquidity Balance. The low leverage of that institution, and the greater allocation of investments to securities, contributed to cause the expansion of 18.5% in BB's Liquidity Assets in the quarter. Among these assets, those that merit special emphasis are investments in securities (excepting BACEN restricted), which exhibited expansion of 24.3% in the quarter. In the same period, Liquidity Liabilities grew only 9.2%, influenced mainly by the downslide in fundings by Interbank Deposits, of 40.2%. Table 30. Liquidity Balance Jun/07 Liquidity Assets (A) Available Funds Interbank Investments Securities (except linked to Bacen) Liquidity Liabilities (B) Interbank Deposits Money Market Borrowing Liquidity Balance (A - B) Sep/07 Dec/07 Jun/08 Sep/08 Dec/08 R$ million Mar/09 123,972 4,437 51,614 67,921 79,865 5,146 74,719 125,468 4,366 51,419 69,683 80,448 5,603 74,845 125,726 4,352 51,124 70,250 77,415 5,144 72,270 154,080 4,790 72,689 76,602 105,963 6,247 99,716 136,011 5,181 54,283 76,546 98,675 5,578 93,097 153,563 6,847 71,092 75,624 91,649 6,309 85,339 197,855 5,545 119,408 72,902 105,195 14,065 91,130 234,520 7,516 131,796 95,208 114,858 8,406 106,452 44,107 45,019 48,312 48,117 37,336 61,914 92,660 119,662 *From Mar/08 the series considers the Economic Consolidated information 49 - Banco do Brasil – MDA 1Q09 Mar/08* 6.4 Securities Portfolio The securities portfolio showed an expressive growth of 27.3% over the previous quarter and of 35.7% in relation to March 2008. The consolidation of Nossa Caixa added R$ 22.6 billion to the securities portfolio of Banco do Brasil. Disregarding the effect of Nossa Caixa, the growth of the securities portfolio would have been 1.3% in the quarter. The table below presents the securities portfolio by category. Table 31. Securities Portfolio by Category R$ million Share % Balance Jun/07 Sep/07 Dec/07 Mar/08* Jun/08 Sep/08 Dec/08 Mar/09 Mar/08 Mar/09 Securities Available for Trading Available for Sale Held to Maturity Financial Derivatives 72,071 10,856 39,379 20,589 1,247 74,126 14,046 38,466 20,029 1,585 75,201 19,112 38,109 16,830 1,150 81,490 24,717 35,388 20,485 899 82,301 26,009 35,480 19,597 1,216 85,954 26,475 37,777 20,443 1,258 86,909 26,136 38,374 20,123 2,276 110,594 32,475 45,269 31,433 1,417 100.0 30.3 43.4 25.1 1.1 100.0 29.4 40.9 28.4 1.3 *From Mar/08 the series considers the Economic Consolidated information In the quarter it can be observed that there was a reduction of the time profile of the securities portfolio, with reduction of the relative share of securities maturing from 5 to 10 years and those maturing in over 10 years. Table 32. Securities Portfolio by Maturity - Market Value R$ million Jun/07 Sep/07 Dec/07 Mar/08 Jun/08 Set/08 Dec/08 Mar/09 Up to 1 year Balance Share % 26,707 37.7 27,694 38.2 30,945 41.8 29,059 36.0 26,613 32.8 27,206 32.1 27,232 32.2 35,555 32.5 50 - Banco do Brasil – MDA 1Q09 1 to 5 years Balance Share % 37,351 52.8 37,919 52.3 38,197 51.6 37,700 46.8 37,085 45.7 40,609 47.9 39,465 46.6 55,949 51.1 5 to 10 years Balance Share % 5,217 7.4 5,473 7.5 3,518 4.7 9,603 11.9 13,077 16.1 11,594 13.7 12,543 14.8 12,295 11.2 Over 10 years Balance Share % 1,527 2.2 1,456 2.0 1,413 1.9 4,257 5.3 4,326 5.3 5,286 6.2 5,373 6.3 5,631 5.1 Total 70,801 72,542 74,073 80,619 81,101 84,695 84,612 109,430 6.5 Loan Portfolio The loan portfolio of the National Financial System ended the first quarter of this year with a balance of R$ 1,241.1 billion, considering free and direct resources, growth of 25.0% in twelve months, and 1.1% in relation to December 2008. The Credit/GDP ratio reached 42.5% in this quarter, amount higher than the one recorded in the same period of 2008 (35.5%) and in 4Q08 (41.3%). The contracted loans accumulated in the quarter have not yet returned to the same level as 1Q08, but it shows signs of recovery in relation to 4Q08. As for BB's domestic loan portfolio, excluding the amounts of Banco Nossa Caixa - BNC (R$ 13.8 billion), 1Q09 performance was slightly higher than that of the Banking Industry, a 31.5% expansion in twelve months and 1.8% over the last quarter. Foreign Portfolio (R$ 14.7 billion in 1Q09) grew 40.3% over 1Q08 and fell 2.6% in relation to 4T08, due to the appreciation of the currency in the period. Accordingly, the Bank's total loan portfolio reached R$ 241.9 billion. It is emphasized that as of the second half of 2008, the acquisition process of loan portfolios of other financial institutions, particularly the Payroll Loans and the Car Loan Portfolios, as well as mergers/acquisitions of other banks, intensified at BB. Considering only the organic growth of BB, the loan portfolio would total R$ 223.6 billion, an increase of 29.8% over the same quarter of 2008 and of 1.6% over 4Q08. The most expressive sum of operations carried out in the last three months was the acquisition of the controlling interest of Nossa Caixa that entailed an increase of R$ 13.8 billion in the loan portfolio – for further details about this portfolio, refer to the Nossa Caixa 1Q09 Report, available at the Investor Relations website of BB. The chart below compares the growth rates of BB's domestic portfolio, with and without the acquisitions, and the banking industry. 66.9 47.2 40.0 29.1 42.6 29.7 25.0 13.9 12.3 0.0 TOTAL SFN Individuals BB Country 0.0 Businesses 0.0 Agribusiness BB Country w/o Acquisitions* * E xcluded BESC/BEP ba lance a nd portfo lios acquire d from other banks Figure 16. BB Domestic Portfolio Growth Rate vs. SFN In SFN, loans granted with free resources, corresponding to 70.5% of the total, amounted to R$ 874.4 billion in March, an increase of 23.9% in twelve months. The business loan portfolio performance of 26.7% surpassed the performance of individuals (20.9%) and the respective balances were R$ 465.7 billion and R$ 408.7 billion. Only in Banco do Brasil, the total loans to individuals reached R$ 61,138 million, but, if we not consider the portfolios from BEP, BESC, BNC and portfolios purchased in the market (R$ 2,935 million in payroll loan and R$ 737 million in car loans), this total drops to R$ 46,864 million, which corresponds to an increase of 29.7% compared to the 1Q08 and 5.9% compared to 4Q08, doing the same adjustments in the previous periods. 51 - Banco do Brasil – MDA 1Q09 At the end of the 1Q09, business involving the acquisition of portfolios and inter-bank transactions secured by portfolios, undertaken by BB totaled R$ 9.6 billion. Portfolio acquisitions - payroll and car loans - totaling R$ 3.7 billion have been stated in BB's loan portfolio. In addition, R$ 6.0 billion in interbank deposits secured by the loan portfolios of other institutions were posted in Inter-bank Investments, as seen in the table that follows. Table 33. Acquired Portfolios and Interbank Deposits with Credit Guarantee R$ million Mar/09 Payroll Loan Vehicle Loan Interbank with Credit Guarantee 2,935 737 5,972 Total 9,644 Corporate loans grew 47.2% in twelve months and 4.7% over December 2008, reaching to R$ 101,776 million, and if we disregard BEP, BNC, and BESC portfolios, variations will be 42.6% and 1.6%, respectively. The agribusiness portfolio remained practically stable in the quarterly comparison (0.9%), but with appreciation of 13.7% in twelve months, with the total portfolio attaining R$ 64.360 million in Mar/09. Table 34. Loan Portfolio R$ million Change (%) Balance Brazil . Individuals . Businesses - MSE - Other Jun/07 Sep/07 Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 On Mar/08 On Dec/08 133,019 137,626 149,366 162,261 180,365 189,301 209,693 227,201 40.0 8.3 27,904 29,486 31,998 36,620 40,503 43,435 48,811 61,138 67.0 25.3 56,345 59,693 65,485 69,118 78,252 85,343 97,192 101,776 47.2 4.7 21,390 22,340 24,622 25,675 29,234 32,027 34,900 37,403 45.7 7.2 34,955 37,353 40,863 43,443 49,018 53,315 62,292 64,373 48.2 3.3 48,769 48,447 51,883 56,524 61,611 60,524 63,690 64,287 13.7 0.9 - Individual 38,577 38,070 40,162 40,684 43,168 42,630 45,202 46,252 13.7 2.3 - Companies 10,192 10,377 11,721 15,839 18,442 17,894 18,487 18,035 13.9 (2.4) . Agribusiness Foreign Total 12,214 12,558 11,373 10,499 9,717 12,900 15,115 14,726 40.3 (2.6) 145,233 150,184 160,739 172,760 190,082 202,201 224,808 241,926 40.0 7.6 52 - Banco do Brasil – MDA 1Q09 Table 35. Credit Portfolio – Organic Growth R$ billion Chg. % Mar/08 Dec/08 Mar/09 172,265 220,199 223,621 29.8 1.6 . Individuals 36,125 44,366 46,864 29.7 5.6 . Businesses 69,118 97,028 98,540 42.6 1.6 . Agribusiness 56,524 63,690 63,492 12.3 (0.3) . Foreign (2.6) Banco do Brasil On Mar/08 On Dec/08 10,499 15,115 14,726 40.3 Nossa Caixa 9,700 12,896 13,825 42.5 7.2 . Individuals 6,715 9,126 9,964 48.4 9.2 . Businesses 2,411 2,978 3,065 27.1 2.9 . Agribusiness 574 792 795 38.6 0.5 BESC 744 754 807 8.5 7.0 Portfolio Acquisition 495 3,854 3,673 642.2 (4.7) - 744 737 - (0.9) . Car Loan . Payroll Loan Total 495 3,110 2,935 493.2 (5.6) 172,760 224,808 241,926 40.0 7.6 53 - Banco do Brasil – MDA 1Q09 6.5.1 Individual Loan Portfolio At the end of the 1Q09, credit to individuals represented 26.9% of the Domestic Portfolio, adding up to R$ 61,138 million, a 67.0% increase in twelve months and of 25.3% over the preceding quarter, considering the individuals portfolios of BESC, BEP and BNC. It is important to emphasize that the amount of the individual loan portfolio of BNC (R$ 9,964 million) and BESC (R$ 637 million) are not added in the product analysis and are separated in specific lines. In relation to BNC, holder of the employees of the State of São Paulo payroll, the Payroll Loan is the most relevant line in the individual portfolio, with the sum of R$ 6.4 billion, followed by the personal loan (R$ 1.8 billion). For further information about the loan portfolio of BNC, refer to the Nossa Caixa 1Q09 report available at the Investor Relations website of BB. Payroll loans have the largest share in the BB individual loan portfolio (36.0%), followed by credit cards (14.6%), and car loans (13.7%). Of these three, both payroll loans and vehicle financing gained significance in the portfolio; in 1Q08 they had a share of 34.9% and 9.7% of the total, respectively. As for payroll loans, BB has maintained its leadership, accounting for 22.9% of the total of R$ 81,900 in the entire Brazilian Banking Industry as of Mar/09. These transactions increased at greater rates in BB, 44.1% over Mar/2008 and 4.4% in relation to the prior quarter, as against 19.3% and 3.8% respectively of the SFN, but they include R$ 2,935 million in acquired portfolios. In a simulation without the acquisitions, growth was of 26.0% in twelve months and of 6.6% over December 2008, still greater than for the banking industry. 652.3 thousand payroll loan transactions were recorded in 1Q09, at an average 39-month term and 2.36% interest rate; the same quarter of 2008 witnessed 698.4 thousand transactions of an average 33.6-month term and 2.44% interest rate. In general, in the first quarter of the year, expenditures with taxes and education overburden families, which generates an increase in the demand for credit lines of overdraft account that recorded a growth of 14.3% over 4Q08, as well as Consumer Finance Backed by Direct Deposits (10.3%) and Consumer Finance (9.3%). With a large base of account holders and partnerships, the Credit Card portfolio is the second most relevant line of credit in the portfolio of BB. A minor downslide of 1.2% was verified in 1Q09 in relation to Dec/08, reflecting seasonality of the year-end period in which the demand is very heated due to holidays. However, in comparison with the same period of 2008, the performance is positive by 27.3%. Banco do Brasil expanded its credit card base by 14.4% in the last 12 months, growing from 22.4 million in March/08 to 25.7 million in this quarter. As a result of BB's strategy to increase its share in car loans, this portfolio's balance keeps growing: 4.7% over 4Q08 and 97.7% in 12 months. Accordingly, the total sum reached R$ 7,005 million. Not considering the sum of R$ 737 million related to acquisition of portfolios, the balance would be R$ 6.268 billion and the growth rates would be of 76.8% over March 2008 and of 5.3% in the quarterly comparison. In Mar/08, vehicle financing operations presented an average term of 45.03 months, average value per contract of R$ 20,100 and average interest rate of 1.62%. With regard to leasing transactions, in the same period, the average term was of roughly 50.07 months and an average ticket of R$ 29,859 and a 1.59% average interest rate. Around 15% of BB's operations are leasings. 54 - Banco do Brasil – MDA 1Q09 Table 36. Individual Loan Portfolio R$ million Change on (%) Balance Dec/07 Direct Consumer Credit (CDC) Payroll Loan Consumer Finance Consumer Loan Backed by Direct Deposits Mortgage Vehicles Loan¹ Credit Card Overdraft Accounts Microcredits Besc BNC Others Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 s/Mar/07 s/Dec/08 18,521 11,878 3,884 19,869 12,772 3,892 21,722 14,020 4,079 23,041 14,539 4,515 26,491 17,626 4,958 28,138 18,411 5,418 41.6 44.1 39.2 6.2 4.4 9.3 2,759 3,205 3,623 3,986 3,906 4,309 34.5 10.3 3,033 3,801 2,298 558 3,786 3,544 5,885 2,704 552 4,067 7 4,702 6,463 2,697 558 4,354 30 5,607 6,564 2,717 535 554 4,387 80 6,694* 7,586 2,468 511 591 4,390 167 7,005 7,493 2,822 548 637 9,964 4,363 97.7 27.3 4.4 (0.7) 7.3 108.5 4.7 (1.2) 14.3 7.2 7.8 (0.6) 43,435 48,811 61,138 67.0 25.3 Total 31,998 36,620 40,503 ¹ Contains balance of Finame Pro-Caminhoneiro PF for R$ 118.0 million. Loans for the lower income population – Aiming to expand the strategic focus on the Microcredit segment, as well as greater synergy in the implementation of the strategies defined for Lower Income, in May/08, Banco do Brasil S.A. approved the creation of Lower Income Directorship - Diren, which assembled, as of June, in a single structure, attention to clients who have an income of up to 1 Minimum Salary. The new Directorship added Banco Popular do Brasil-BPB, the Sustainable Regional Development Management-DRS, the management of the network of BB/BPB agents and the loan portfolios of clients from this segment. By the end of the first quarter of 2009, the microcredit portfolio had a balance of R$ 548 million. In 1Q09, 358.6 thousand operations were contracted with an average amount of R$ 483.10. 55 - Banco do Brasil – MDA 1Q09 6.5.2 Business Loan Portfolio In the business segment, BB closed Mar/09 with a balance of R$ 101,776 million, an increase of 47.2% in twelve months and 4.7% in relation to the prior quarter. This amount represent 44.8% of the Domestic Portfolio and it considers BESC, BEP and BNC acquired portfolios. It is important to show that the amounts referred to BESC (R$ 171 millions) and BNC (R$ 3,065 millions) are separeted and therefore they are not added in the detailed portfolio, shown in the table below. In relation to Nossa Caixa portfolio (R$ 3.1 billion), the main product is the Pre-Approved Credit which represents 38.1% of the total. For further information about BNC loan portfolio, refer to the Nossa Caixa 1Q09 Report, available in BB Investor Relations website. Table 37. Business Loan Portfolio R$ million Change (%) Balance Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 On Mar/08 On Dec/08 Working Capital Investment Receivables Pre-Approved Credit ACC/ACE BNDES Exim Credit Cards Overdraft Accounts Besc BNC Other 26,052 13,379 11,224 1,680 7,561 3,299 495 106 1,690 30,137 14,286 10,713 1,836 6,512 3,379 540 136 1,580 37,393 15,520 11,098 2,205 6,356 3,342 605 146 1,588 40,737 17,237 11,467 2,394 7,912 3,054 764 184 177 1,416 45,199 19,183 11,887 2,548 11,101 4,417 871 130 164 0,05 1,691 46,630 19,415 11,282 2,565 11,807 4,105 902 155 171 3,065 1,679 54.7 35.9 5.3 39.7 81.3 21.5 66.9 14.1 6.3 3.2 1.2 (5.1) 0.7 6.4 (7.0) 3.5 18.6 4.2 (0.7) Total 65,485 69,118 78,252 85,343 97,192 101,776 47.2 4.7 Working Capital operations are the most significant and participate with 47.3% of the total. The demand for working capital increased with the deterioration of the global economic crisis, to the detriment, above all, of the lines of receivables. An increase of 3.2% was observed in the quarterly comparison and of 54.7% against 1Q08. The impact of the crisis has not yet strongly influenced the lines of investments and the growth rate was 1.2% over 4Q08 and 35.9% in twelve months. This credit facility accounted for 19.7% of the total business loan portfolio. Foreign Trade Loans - The Advance on Export Contracts (ACC/ACE) end the quarter at R$ 11,807 million, growth of 81.3% in the annual comparison and of 6.4% in the quarterly comparison. These measures are sensitized by the exchange behavior which depreciated 32.4% in 1Q09 (commercial dollar / st st rate on march 31 2009 R$ 2.3144) over 1Q08 (commercial dollar / rate on march 31 2009 R$ 1.7483). In 1Q09, Banco do Brasil maintained its leadership in the export and import exchange market, with volumes of US$ 10.6 billion and US$ 6.7 billion, respectively. In the comparison with 1Q08, BB increased its market shares from 26% to 31.1% (exports) and from 24.5% to 25.4% (imports). With the cool-down of the global economy, which decreased the demand for Brazilian products, a downslide was verified in the volume of ACC/ACE contracted against 4Q08 of 32.8%, but against the same quarter of 2008 there was growth of 4.7%. It is emphasized that signs of recovery already appeared in the first quarter: in Jan/09 the financed volume was US$ 621 million rising to US$ 1,033 million in March. The table below provides details of foreign trade loan transactions. 56 - Banco do Brasil – MDA 1Q09 Table 38. ACC/ACE Average Volume per Contract Change (%) ACC/ACE 4Q07 Volume Contracted (US$ million) Quantity of Contracts Average Volume per Contract (US$ thousand) 1Q08 3,800 6,279 605 2Q08 2,219 5,373 413 3Q08 3,400 5,322 639 4Q08 3,907 5,760 678 1Q09 3,457 4,097 844 On 1Q08 On 4Q08 2,325 3,768 617 4.8 (29.9) 49.4 (32.8) (8.0) (26.9) Loans to SMEs - In the delivery of services to SMEs, Banco do Brasil continued to act as principal partner of the segment. At the end of the first quarter of 2009, BB served 1.82 million micro and small business clients. Around 585 thousand received differentiated service rendered by specialized relationship managers. BB has also been consolidating its share of the cooperativist credit segment, delivering products and services tailored to the requirements of this market. The products include the Compe/SPB Integration Service, whereby credit cooperatives and its cooperative members have access to the System for the Clearing of Checks and Other Instruments and to the Payment Settlement and Transfer System (SPB). This service allowed bank products to be made available to around 307.4 thousand cooperative members, associated with 325 credit cooperatives. In March 2009, BB supported 181 Local Productive Arrangements (APL), delivering services to 15.1 thousand ventures. A sum of R$ 1.23 billion was made available and contributed toward the sustainable growth of the locations where the APLs are included, with R$ 749.8 million in loans for working capital and R$ 204.3 million to finance investments. The amount of R$ 152.5 million was set aside for foreign trade and R$ 126.2 million earmarked for agribusiness. The balance of transactions in favor of SMEs, in March 2009, was of R$ 35.9 billion, a 40% increase as compared to March 2008. In all, working capital and investment loans rose to R$ 34.8 billion by year-end, of which R$ 7.9 billion were allocated to manufacturing industries (22.8%), R$ 17.9 billion to trade (51.4%), and R$ 9 billion to service provision (25.8%). Table 39. SME Credit Products R$ million Change (%) Balance Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 On Mar/08 On Dec/08 Working Capital Investment Foreign Trade BNC 16,932 6,387 1,303 - 17,752 6,709 1,213 - 20,069 7,476 1,689 - 21,645 8,438 1,944 - 23,616 9,314 1,970 - 25,159 9,652 1,143 1,450 41.7 43.9 (5.8) - 6.5 3.6 (42.0) - Total 24,622 25,675 29,234 32,027 34,900 37,403 45.7 7.2 It is worth emphasizing the allocation, at the end of March 2009, of R$ 25.1 billion for working capital, which represented growth of 41.7% in relation to the same period of 2008. Among the credit facilities, the following should be highlighted: a) BB Giro Rápido aims to satisfy the need for working capital of the segment of micro and small businesses, without requiring tangible collateral. In 1Q09, this line of credit reached a balance of R$ 6.3 million, representing 25% of the working capital block and annual growth of 21.5%; b) the "BB Giro Empresa Flex", which purpose is supplying working capital and financing the acquisition of goods and services. In this credit line, the customer can determine the form of loan repayment in accordance with the company's cash flow. This credit line has reached the balance of R$6.1 billion, which represents growth of 165.8% in relation to 1Q08. Financing investments reached R$ 9.7 billion in the 1Q09, an increase of 43.9% in relation to the same period of 2008. These also deserve highlighting: 57 - Banco do Brasil – MDA 1Q09 a) the Proger Urbano Empresarial program, the key credit facility for investments by SMEs, which showed a record balance of R$ 5.4 billion, a 27.1% rise as compared to 1Q08. b) the BNDES Card, a product in which BB is leader in the amounts disbursed in 1Q09, with R$ 162.4 million, and in the issuance of cards, with 63% of the market; c) Finame Empresarial, which presented a balance of R$ 919.3 million, an increase of 76.5% in relation to 1Q08. 58 - Banco do Brasil – MDA 1Q09 6.5.3 Agribusiness Loan Portfolio Agribusiness is one of the main sectors of the Brazilian economy, of fundamental importance to the growth of the Country. In its role as an agent of public policies, Banco do Brasil represents a link between the government and the rural producer, acting as the largest financier of Brazilian agribusiness in all its segments and in all stages of the productive chain, from the small farmer to the large agroindustrial companies. The figure below shows not only the importance of agribusiness participation in the Brazil’s total GDP but also the total number of labors created in brazilian market because of the agribusiness. 28.9% 76.5% 37.0% 23.5% 71.1% 63.0% Cattle Agriculture % GDP - Other Activities Other Jobs Agriculture Jobs % GDP - Agribusiness Source: IPEA – Instituto de Pesquisa Econômica Aplicada (Economic Applied Research Institute) Figure 17. Agribusiness Participation in GDP and in Labor Market In the first quarter of 2009, the Brazilian Trade Balance decreased 41.0%, reflecting the lower worldwide demand caused by the global economic crisis. The balance attained US$ 3.0 billion as opposed to US$ 5.1 billion in 1Q08. In agribusiness there was growth of 9.5% attaining the amount of US$ 3.0 billion, minimizing losses of the Brazilian Trade Balance. US$ billion 60.0 44.8 34.1 33.7 38.4 42.7 46.1 49.7 40.0 24.7 10.2 2004 2005 2006 Agribusiness 2007 2008 3.0 1Q09 Brazil Source: MAPA – Ministério da Agricultura, Pecuária e Abastecimento (Ministry of Agriculture, Cattle and Supply) Figure 18. Trade Balance (FOB) The tables below reflect the flow of exports broken down by key products and Brazil's share in international agribusiness. 59 - Banco do Brasil – MDA 1Q09 Table 40. Exports Soybeans and Related Products 2005 2006 2007 2008 US$ million 1Q09 9,477 9,308 11,381 17,980 2,506 2,479 Meat 8,066 8,641 11,295 14,545 Leather, Hides and Shoes 3,069 3,471 3,554 3,140 501 Sugar 4,684 7,772 6,578 7,873 1,631 Forest Products 7,197 7,881 8,819 9,326 1,681 Coffee, Mate and Spices 2,669 3,535 4,093 4,971 1,042 Fruit Juice 1,245 1,570 2,374 2,152 464 Tobacco 1,707 1,752 2,262 2,752 411 Other Products Total 5,487 5,495 8,059 9,066 1,880 43,601 49,424 58,416 71,806 12,595 Source: MAPA – Ministério da Agricultura, Pecuária e Abastecimento (Ministry of Agriculture, Cattle and Supply) Table 41. Brazil’s participation on Global Agribusiness Production st Export st % Global Market Coffee 1 1 32% Orange Juice 1st 1st 85% Cattle 2nd 1st 26% Sugar Cane 1st 1st 42% Soybeans 2nd 2nd 36% Poultry 3rd 1st 44% th nd Corn 4 2 13% Cotton 5th 4th 8% Source: USDA – PSD Online The sector’s performance in the last few years is due to the permanent quest for new technologies and for valuing the services provided by the professionals from this area, always aiming at improving profitability and continuity in the enterprises. In the following chart, the increased productivity per planted area, as a result of gains in productivity, can be visualized. 180 350 300 140 250 120 100 200 80 150 60 100 40 50 20 0 0 94/95 95/96 96/97 97/98 98/99 99/00 00/01 01/02 02/03 03/04 04/05 05/06 06/07 07/08 08/09 Production (million ton.) Figure 19. Production vs. Planted Area 60 - Banco do Brasil – MDA 1Q09 Area (million ha) Productivity (ton./ha) - % Productivity (ton/ha)-% Production (million ton) 160 Agribusiness at BB Regarding the distribution of agribusiness transactions by region of the country, continuity was verified in the distribution among Brazilian regions, with the Southern and Southeastern regions appearing as most relevant. Table 42. Agribusiness Loan Portfolio by Region Region Share - % North Northeast Midwest Southeast South 2.8 5.9 22.9 34.0 34.3 Rural credit finances the costs of producing and marketing of agricultural products, stimulates rural investments, including warehousing, processing and the industrial transformation of agricultural products. Furthermore, it encourages the introduction of rational methods in the productive system. The rural portfolio of Brazilian Banking Industry attained R$ 106,915 billion in Mar/09, an increase of 15.9% in twelve months and of 0.5% in relation to Dec/08. At BB, the balance of the agribusiness portfolio attained R$ 63,492 million, expansion of 12.3% in the year, and on the quarterly basis, practically stable, small loss of 0.3%. In Mar/09, the rural portfolio represented 28.3% of BB's domestic portfolio as opposed to 34.8% in Mar/08. The analysis of the agribusiness portfolio contained in the following tables does not consider the amount of R$ 795 million of the agribusiness portfolio of BNC. For further information about the loan portfolio of BNC, verify Nossa Caixa - Net Income 1Q09 report, available on the Investor Relations website of BB. Loans for financing costs and marketing, intended to finance the goods and services needed for the production of crops and livestock production, account for 67.6% of the Agribusiness Portfolio. The loans for investments, intended for the modernization of the productive activity, accounted for 32.4% of this portfolio. Table 43. Agribusiness Loan Portfolio by Purpose R$ million Change (%) Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 On Mar/08 On Dec/08 Costs Investment Marketing Other 19,918 20,111 10,884 971 19,999 20,656 14,915 955 21,396 22,140 17,094 980 21,751 21,419 16,248 1,106 24,257 20,135 17,474 1,824 24,389 20,587 16,629 1,887 22.0 (0.3) 11.5 97.6 0.5 2.2 (4.8) 3.4 Total 51,883 56,524 61,611 60,524 63,690 63,492 12.3 (0.3) Proger Rural is a product that offers fixed loans for agricultural and cattle breeding funding, besides financial support for fixed and semi-fixed investments; and the National Family Agriculture Empowerment Program - Pronaf is aimed at the financing of agricultural activity funding. These two products added up to R$ 15,545 million in March 2009, growing 16.5% related to the same period of the previous year, and showing a decrease of 3.0% related to the previous quarter. FCO Rural offers a financial supplement for working capital and costs for the rural producer of the Middlewest region of Brazil. Transactions in the product grew 35.7% in the past twelve months, totaling R$ 5,810 million in March 2009. The BNDES/Finame Rural products have the objective of financing investments in the modernization of machines and equipment intended for rural production. Transactions with these products totaled R$ 4,441. 61 - Banco do Brasil – MDA 1Q09 Table 44. Agribusiness Loan Portfolio by Product R$ million Change (%) Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 On Mar/08 On Dec/08 Agricultural and Livestock Costs Loans to Companies Pronaf / Proger Rural FCO Rural BNDES / Finame Rural Others 15,336 8,283 12,890 4,142 4,850 6,382 15,384 12,814 13,348 4,283 4,888 5,807 16,695 15,372 14,233 4,439 5,107 5,765 16,288 14,668 13,955 4,773 4,850 5,990 17,813 14,862 15,088 5,634 4,561 5,730 17,898 14,112 15,545 5,810 4,441 5,685 16.3 10.1 16.5 35.7 (9.1) (2.1) 0.5 (5.1) 3.0 3.1 (2.6) (0.8) Total 51,883 56,524 61,611 60,524 63,690 63,492 12.3 (0.3) The following table shows the balance of the loan transactions intended for agribusiness by financed item. Table 45. Agribusiness Loan Portfolio by Financed Items R$ million Chg. % Items Financed Mar/08 Part.% Dec/08 Part.% Mar/09 Part.% On Mar/08 On Dec/08 Livestock Soybeans Corn Sugar Cane Machinery and Equipment Coffee Rice Poultry Fertilizers Cotton Manioc Pork Others 6,602 4,033 2,818 3,227 1,199 1,220 983 1,018 511 506 536 493 33,378 11.7 7.1 5.0 5.7 2.1 2.2 1.7 1.8 0.9 0.9 0.9 0.9 59.1 8,043 5,281 3,624 3,596 1,378 1,879 1,234 1,552 425 624 548 518 34,988 12.6 8.3 5.7 5.6 2.2 3.0 1.9 2.4 0.7 1.0 0.9 0.8 54.9 8,021 5,100 3,520 3,527 1,317 2,034 1,284 1,606 322 585 529 590 35,057 12.6 8.0 5.5 5.6 2.1 3.2 2.0 2.5 0.5 0.9 0.8 0.9 55.2 21.5 26.4 24.9 9.3 9.8 66.8 30.6 57.7 (37.0) 15.7 (1.3) 19.6 5.0 (0.3) (3.4) (2.9) (1.9) (4.4) 8.3 4.1 3.5 (24.3) (6.2) (3.6) 13.7 0.2 Total 56,524 100.0 63,690 100.0 63,492 100.0 12.3 (0.3) In its work of financing Brazilian agribusiness, Banco do Brasil reaches all the segments, from the small producer to the large agro-industrial companies. The table below reveals this work, showing that while financing mini and small producers accounts for 87.8% of the total of contracts (32.7% of the amount contracted), the transactions with the other agents show a 67.3% share of the amount contracted. Table 46. Funds Released for the 08/09 Crop by Customer Size R$ million Amount Contracted Amount Contracted - % Qty. Contracts Qty. Contracts - % Mini Small Medium and Large Sized Cooperatives 365,919 429,708 109,677 552 40.4 47.4 12.1 0.1 2,075 5,365 13,743 1,580 9.1 23.6 60.4 6.9 Total 905,856 100.0 22,762 100.0 62 - Banco do Brasil – MDA 1Q09 In the figure below we present the distribution of the balance of the Agribusiness Loan Portfolio by type of client. R$ billion 2004 18.0 40.2 45.2 45.5 2007 2008 1Q09 11.7 30.5 36.6 2005 2006 5.3 4.2 25.9 18.5 8.5 Individuals Businesses Figure 20. Agribusiness Loan Portfolio by Customer Next, the Agribusiness Loan Portfolio by Funding Sources is shown. Demand Deposits FAT Mar/08 Jun/08 FCO Sep/08 Dec/08 BNDES/Finame 4,849 5,202 4,857 5,553 4,885 3,792 4,058 3,857 4,467 4,338 7,548 6,329 7,258 5,623 5,876 7,230 7,492 8,550 Saving Deposits 8,955 7,836 31,862 25,375 27,388 31,787 8,356 7,949 10,028 9,015 11,385 24,141 R$ million Others Mar/09 Figure 21. Agribusiness Loan Portfolio by Funding Sources The main funding source for the agribusiness portfolio continued to be savings, which in 1Q09 attained the amount of R$ 31.9 billion, compared to R$ 24.1 in the same period of 2008. It is emphasized that these resources account for 50.2% of the total, against 42.7% in 1Q08, growth of 32.0% in the sum. The funds from FCO also experienced growth (34.2%) YoY starting to represent 11.9% of the total, against 9.9% in 1Q08. The Bank uses funding from Poupança Ouro (savings) and Demand Deposits, Fund for Worker Assistance - FAT, the Federal Treasury, Fund for Worker Assistance - Funcafé, and Constitutional Fund for the Financing of the Center-West - FCO, for low-rate agricultural loans. In order to make this intermediation feasible, the Federal Treasury or Fundo Constitucional pays the Bank an equalization fee which is the difference between the sum charged to the borrower and the funding costs, credit risk and administrative costs and taxes. Moreover, weighting factors are set for financing obtained with funds from demand and savings deposits. The weighting factor is a multiplier that helps to fulfill liabilities and raise revenues upon the release of funds in the Bank's cash for investments. The following figure shows a history of the revenues received by way of interest rate equalization and weighting factor. 63 - Banco do Brasil – MDA 1Q09 R$ million 494 449 441 378 301 296 287 275 89 74 78 85 2Q07 3Q07 4Q07 1Q08 Equalization Revenues 104 2Q08 60 38 32 3Q08 4Q08 1Q09 Weighting Factors Figure 22. Equalization Revenues and Weighting Factors In this quarter the balance of equalization revenues, including weighting factor, was down 9.1% in comparison with the preceding quarter, basically due to the lower number of business days in 1Q09. However, in the YoY comparison growth of 63.3% was observed in these revenues, reflecting the increase of 41.1% in the balance of equalizable funds in the same period. Table 47. Equalizationable Resources from the Loan Portfolio R$ million Change % Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 On Mar/08 On Dec/08 Equalizationable Resources Costs Investments Marketing Non-Equalizationable Resources 15,008 9,980 4,877 151 36,876 15,744 10,291 5,124 330 40,780 15,789 9,775 5,658 357 45,822 16,620 10,545 5,679 396 43,904 21,204 13,858 6,217 1,129 42,486 22,209 14,493 6,596 1,120 41,283 41.1 40.8 28.7 239.8 1.2 4.7 4.6 6.1 (0.8) (2.8) Total Loan Portfolio 51,883 56,524 61,611 60,524 63,690 63,492 12.3 (0.3) The Bank has risk mitigation mechanisms to the agricultural cost portfolio. In the 2008/2009 crop, up to March/2009, 65.0% of the loan transactions were hired with Agriculture Insurance or Proagro, in the amount of R$ 12,792 billion. Of this amount, R$ 4,430 million were guaranteed by Agricultural insurance from Proagro and R$ 3,866 million by Aliança do Brasil and by the reinsurance companies indicated below. 64 - Banco do Brasil – MDA 1Q09 The following chart shows the increase in percentage in the use of Agriculture Insurance and Proagro. Contracts Crop 08/09 Crop 08/09 Reinsurance 4% 11% IRB SCOR SWISS RE PARTNE R RE MUNICH RE CATLIN MAPFRE RE HANNO VER TOTAL 35% 14% 56% 65% 15% % 25 15 15 15 10 4 3 3 90 Agricultural Costs with mitigation Agricultural Costs witho ut mitigation Agricultural Costs Wo rking Capital Investment Agroindustrial Credit Marketing Figure 23. Agricultural Insurance and Proagro The following figure shows the evolution of the operations contracted with mitigation since the crop 2006/2007. Crop 2006/2007 Crop 2007/2008 50% 42% 58% 50% Agricultural Costs with Mitigation 35% 65% 69% Agricultural Costs without Mitigation Figure 24. Evolution of contracted operations with mitigation 65 - Banco do Brasil – MDA 1Q09 Crop 2008/2009 The amount predicted to 2009/09 crop, of R$ 30,861 million, is 24.6% higher than the volume lended in the crop of 2007/08 (R$24,772 million). Of that total, 25.4% refer to family agriculture and 74.6% are set aside for entrepreneurs. At the end of 1Q09, BB loaned 83.2% of the total estimated for the current crop. It is also emphasized that the new contracts are concentrated in sources of equalizable funds, as presented previously. The following table displays the 2008/2009 Crop Plan, at estimated and realized values. Table 48. 2008/2009 Crop Plan R$ million 2008/2009 Crop Foreseen Purpose Business Familiar Realized % Realized Total (jul to dec/08) 18,900 81.6 3,477 69.1 3,294 123.7 Total Costs Investment Marketing 18,037 2,320 2,663 5,131 2,710 0 23,168 5,030 2,663 Total 23,021 7,840 30,861 25,671 83.2 The four main agriculture cultures cost is detailed below, with the percentage share crop cost for 2008/2009 and the concentration per state of these crops. Table 49. Costs – Transaction Profile Soybeans Corn Rice 24.01% 17.36% 5.65% PR RS GO MS 36.46% 20.65% 11.90% 10.54% PR RS SC MG 25.52% 20.31% 17.29% 16.96% 66 - Banco do Brasil – MDA 1Q09 RS SC MS PR 74.64% 14.53% 1.97% 1.78% Cotton 1.34% MT SP BA GO 34.74% 16.94% 12.98% 12.65% Below, we present the price and costs from corn and soybean crop to the 2008/2009 crops. The relation is represented by the percentage of revenues net of the costs involved in each crop. Margin - Soybean Rel ation Price Cost - Soybean 0.73 80 70 0.68 69.4 62.3 0.62 62.8 60 54.1 55.1 0.51 44.3 R$/ kg % 50 40 0.42 0.44 0.40 0.35 30 0.26 0.28 0.38 0.27 20 10 0 2004/2005 2005/2006 2006/2007 2007/2008 2008/2009 2004/2005 2005/2006 2006/2007 2007/2008 2008/2009 2009/2010 Crops 2009/2010 Crops Price Margin - Corn Rel ation Price Cost - Corn 90 80 69.1 64.7 62.8 0.22 0.22 R$/kg 50 40 30 0.17 0.29 0.31 0.24 0.25 55.2 60 % 0.31 76.3 73.2 70 Cost 0.19 0.17 0.16 0.15 20 10 0 2004/2005 2005/2006 2006/2007 2007/2008 2008/2009 2009/2010 Crops Figure 25. Price/cost relation between soybean and corn 67 - Banco do Brasil – MDA 1Q09 2004/2005 2005/2006 2006/2007 2007/2008 2008/2009 2009/2010 Crops Price Cost 6.6 Tax Credits In 1998, BB went to court with an application for the full carryforward of accumulated tax loss of IT and of negative bases of CS. Since then, the Bank has offset these tax losses in full against income tax and social contribution taxable income and has made judicial deposits of the taxes otherwise due (on 70% of the amount offset). In May 2007, the tax credits that had been written off since the beginning of the lawsuit were reactivated, in the sum of R$ 4,913.2 million, in contra account to the re-formation of provision relating to the portion of 70% of Income Tax and Social Contribution, for which judicial deposits were formed. The Tax Credit balance, including consolidated figures of BNC, reached R$ 20.4 billion in March 2008, 23.7% higher than that recorded in Dec/08. In the annual comparison the growth of the stock of tax credits was 45.3%. It is important to emphasize that, according to the material fact published in 04/29/2009, Banco do Brasil activated in this quarter tax credits in the total amount of R$ 1,213 million. The recognition is due to the succeeded perspective of the Direct Action of Inconstitucionality (ADIN), number 4101/DF, against the raise of the CSLL rate of the finance sector, from 9% to 15%. Tax credits originating from temporary differences represent 74.4% of the stock. Temporary differences result from the fact that the tax legislation does not allow the inclusion of certain expenses in the calculation basis of taxes at the time they occur (accrual basis), but rather at the time they are financially settled (cash basis). The takeover of Besc alone originated the recording of R$ 194.2 million in tax credit of this nature. Table 50. Breakdown of Tax Credit Temporary differences Social contribution to offset Income and social contribution taxes – Lawsuit Other* Total Tax Credit Income Tax / Lair - % Jun/08 Sep/08 Dec/08 R$ million Mar/09 8,395 565 4,846 245 8,872 274 4,895 297 9,560 129 4,959 345 11,018 135 4,932 415 15,188 70 4,691 464 13,826 14,051 14,337 14,994 16,499 20,413 28.8 30.0 28.8 22.7 25.5 29.8 Jun/07 Sep/07 Dec/07 Mar/08** 7,707 1,011 4,913 115 7,959 873 4,893 153 7,995 733 4,868 229 13,746 13,877 33.4 28.3 * Includes Tax Losses and Negative Bases and Mark-to-Market, Tax Credits Abroad and Pasep and Cofins ** From Mar/08 the series considers the Economic Consolidated information The table above shows the opening of the stock of tax credits by type. The IR/Lair ratio ended March at 29.8%, as opposed to 25.5% in 4Q08 and 30.0% in 1Q08. Also in relation to the tax aspects, it is important to emphasize the contracting of a Tax Hedge operation as from 4Q08. Banco do Brasil contracted hedge operations in a higher sum than that of investments maintained abroad (over hedge), with the objective of annulling the effect of exchange variance on the result, considering the fiscal impacts of these operations. Further details about the Tax Hedge and about the motives that led Banco do Brasil to contract it can be consulted in chapter 5.3.1 (Details of the Reallocations). In the first three months of 2009 it was observed the reduction of the deferred tax credits in the amount of R$ 440 million. For 2009 the tax credit realization estimate, in par values, is R$ 3,578 million. 68 - Banco do Brasil – MDA 1Q09 6.7 Analysis of Liabilities The volume of deposits taken by Banco do Brasil maintained the course of growth observed in recent quarters and ended 1Q09 at R$ 305 billion, which represents an increase of 12.6% in the quarter and 60.7% in the annual comparison. The acquisition of the controlling interest of Banco Nossa Caixa added R$ 36.6 billion in deposits to the Bank's base, with an emphasis on R$ 21.2 billion in Time Deposits, R$ 11.5 billion in Saving Deposits and R$ 3.9 billion in Demand Deposits. Disregarding the consolidation of Nossa Caixa, the deposit base of Banco do Brasil would have exhibited a slight downslide in the quarter, of 0.90%. This behavior is seasonal: normally the deposit base exhibits strong growth in the last quarter of each year, and stability in the first quarter of the subsequent year. In annual terms, even if we deduct the deposits of Nossa Caixa, the total base would have exhibited growth of 41.4%, with an emphasis on 22.7% of growth in funding by savings and of 72.9% in time deposits. Table 51. Liabilities Jun/07 Sep/07 Dec/07 Mar/08* Jun/08 Sep/08 Dec/08 R$ million Mar/09 Deposits Demand Deposits Savings Deposits Interbank Deposits Time Deposits Investment Deposits Money Market Funding Foreign Borrowing Domestic Onlending Other Liabilities Shareholders’ Equity 164,545 36,841 40,831 5,146 81,427 300 74,719 4,841 15,240 60,399 22,305 172,180 38,712 43,831 5,603 83,640 394 74,845 4,597 16,528 60,436 23,065 188,282 51,311 45,839 5,144 85,520 468 72,270 4,131 17,487 60,778 24,262 189,751 44,142 48,112 6,247 90,939 310 99,716 4,510 18,250 76,558 25,407 195,216 43,603 49,096 5,578 96,495 443 93,097 5,270 19,255 77,295 26,371 229,810 42,955 52,693 6,309 127,582 270 85,339 7,672 19,640 88,523 27,889 270,841 51,949 54,965 14,065 149,618 243 91,130 11,106 22,436 95,822 29,937 305,002 47,276 70,567 8,406 178,487 266 106,452 13,065 22,220 114,327 30,859 Total Liabilities 342,049 351,651 367,210 414,193 416,503 458,873 521,273 591,925 *From Mar/08 the series considers the Economic Consolidated information The table below shows how the growth of deposits has influenced the funding availability of Banco do Brasil. The indicators detail how the loan portfolio is backed both by deposits, and by other forms of funding, such as onlending from BNDES, resources from financial and development funds, foreign borrowings, and others. Table 52. Sourcers and Uses R$ million Change % Balance Mar/08 Funding Total Total Funding Domestic Onlending Financial and Development Funds FCO (Subordinated Debt) Foreign Borrowing1 Compulsory Deposits Net Loan Portfolio Loan Portfolio Allowance for Loan Losses Disponibilidades Index - % Net Loan Portfolio / Total Deposits Net Loan Portfolio / Total Funding Available Funds / Total Funding 1 Dez/08 Mar/09 194,737 189,751 18,250 2,125 10,405 5,307 (31,102) 161,399 172,760 (11,361) 33,338 298,745 270,841 22,436 2,458 11,772 12,120 (20,882) 210,181 224,808 (14,627) 88,565 333,823 305,002 22,220 3,741 14,371 14,032 (25,543) 225,070 241,926 (16,856) 108,753 85.1 82.9 17.1 77.6 70.4 29.6 73.8 67.4 32.6 s/Mar/08 71.4 60.7 21.8 76.0 38.1 164.4 (17.9) 39.4 40.0 48.4 226.2 s/Dez/08 11.7 12.6 (1.0) 52.2 22.1 15.8 22.3 7.1 7.6 15.2 22.8 Includes Foreign Borrowings, Obligations for Securities Abroad, Obligations for Foreign Onlendings and Hybrid Capital and Debt Instruments 69 - Banco do Brasil – MDA 1Q09 The Net Loan Portfolio / Total Funding index ended 1Q09 at 67.4%, as opposed to 70.4% in the previous quarter and 82.9% in comparison with the same prior-year period. Cash and cash equivalents, measured by the difference between the total funding and the net loan portfolio, reached R$ 108.7 billion, as opposed to R$ 88.6 billion in the prior quarter and R$ 33.3 billion in 1Q08. At the end of the quarter, cash and cash equivalents represented 32.6% of the Bank's total funding. The reduction of the ratio of Loans / Deposits was influenced mainly by the growth of Deposits at a faster pace than that of the loan portfolio, mainly due to the consolidation of Nossa Caixa, besides the measures adopted by the Central Bank, which were reflected in the release of compulsory deposits. The behavior of the indicators above indicates that Banco do Brasil has increased the availability of funds that can be used to guarantee the growth of the loan portfolio. 70 - Banco do Brasil – MDA 1Q09 6.8 Deposits and Money Market Funding Banco do Brasil's market market borrowing reached R$ 411.5 billion in March 2009, a robust growth of 13.7% in the quarter and of 42.1% in relation to March 2008. Time deposits and saving deposits are among the main funding sources of Banco do Brasil, and among those that recorded the highest expansion rates, both on a quarterly and on an annual basis. The expansion of business by means of these funding instruments results both from strategic orientation and from the migration of deposits from other financial institutions, due to the deterioration of the international crisis in the second half of 2008 and the image of solidity of Banco do Brasil. In addition, the funding base was increased by the consolidation of Nossa Caixa. The impact on the main lines is detailed below: - Total Borrowings: R$ 44,848 million - Demand deposits: R$ 3,891 million - Savings deposits: R$ 11,515 million - Interbank deposits: R$ 3 million - Time deposits and investments: R$ 21,236 million - Money Market Borrowing: R$ 8,202 million Disregarding the abovementioned impacts, the total fundings would have advanced 1.3% in the quarter. The figure below shows the growth of fundings: R$ billion 411 .5 362 .0 289 .5 149 .9 44.1 51.9 47.3 70.6 48.1 55.0 Demand Deposits Saving Deposits 6.2 14.1 Interbanking Deposits Mar/08 Figure 26. Deposits and Market Funding 71 - Banco do Brasil – MDA 1Q09 91.2 8.4 178 .8 99.7 91.1 106 .5 Time and Investment Money Market Deposits Borrowing Dec/08 Mar/09 Total We present below the market shares of Banco do Brasil in the deposits and money market funding of the National Financial System * R$ million Market S hare - % Figure 27. Market Share of BB Funding 72 - Banco do Brasil – MDA 1Q09 20.3 Jun/08 54,965 49,096 70,567 20.4 52,693 48,112 Mar/08 Sep /08 Dec/08 Mar/09 Jun/07 Sep /07 Dec/07 288 ,31 3 Mar/09 Mar/08 Jun/08 Money Market Bor rowing 19.8 Sep /08 21.7 Dec/08 Market S hare - % 411 ,45 5 19.3 361 ,97 1 21.1 178 ,48 7 19.8 Market S hare - % 289 ,46 7 Sep /08 Dec/08 20.2 260 ,55 3 Jun/08 Dec/07 247 ,02 5 Mar/08 149 ,61 8 96,495 Dec/07 127 ,58 2 90,939 15.6 Sep /07 Time Depo sits 20.2 18.0 85,520 Jun/07 16.9 Sep /07 Saving Deposits Market S hare - % 83,640 81,427 16.5 17.2 19.8 Mar/09 19.6 16.6 19.9 315 ,14 9 Dec/08 239 ,26 4 Demand Deposits Sep /08 19.6 45,839 Jun/07 Dec/07 20.1 43,831 40,831 47,276 Jun/08 51,949 Mar/08 20.0 32.8 30.8 42,955 43,603 Sep /07 29.0 30.9 44,142 38,712 Jun/07 31.1 51,311 36,841 29.4 29.7 Mar/09 6.8.1 Foreign Borrowing Some signs of recovery from the international financial crisis appeared in 1Q09. Funding at foreign financial institutions, particularly interbank funding, which was strongly affected by the crisis, recovered. Growth was observed in these operations both on a quarterly basis (41.8%), and in twelve months (41.7%), indicating an improvement of the liquidity of foreign banks. Repo lines, deposits received under security repurchase agreements, have not yet returned to the old levels: slide of 7.9% in twelve months and 17.7% over the prior quarter. Even with the international crisis, BB continued to record growth of its total funding, which went from US$ 16.8 billion in 4Q08 to US$ 17.2 billion in this quarter. The line that made the greatest contribution to this item was the line of funding with legal entities that rose 20.2% on the quarterly basis and 95.9% in twelve months. Table 53. Foreign Borrowing Produtos Dec/07 Interbanking Repo Businesses Special Individuals Issues TOTAL Mar/08 Jun/08 Sep/08 US$ million Mar/09 Dec/08 2,329 2,554 3,285 561 1,986 1,678 2,709 3,074 3,255 590 2,099 2,002 2,951 3,101 3,546 787 2,097 1,923 3,019 2,855 3,967 835 2,052 2,056 2,707 3,441 5,304 1,018 2,032 2,305 3,838 2,832 6,376 0 2,021 2,112 12,393 13,729 14,406 14,784 16,809 17,179 With regard to Overseas Issues, none were recorded in 1Q09. Table 54. Foreign Issues Issue Date Volume in US$ million Term in years Cupom (%) Interest Interval Issue price Return for the Investor (%) Premium Rating over Treasury *266 AAA/Aaa 489 BBB/Baa1 450 BBB/Baa1 350 BBB+/Baa1 350 BBB+/Baa1 292 BBB/Baa1 07.03.02 09.11.02 03.17.03 07.10.03 07.10.03 12.19.03 300 40 120 178 45 250 7 7 7 8 8 10 L3M+0.60 7.89 7.26 5.911 4.777 6.55 Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly 100.00 100.00 100.00 100.00 95.00 100.00 5.013 7.890 7.260 5.955 5.955 6.550 09.20.04 300 10 8.5 Half-Yearly 99.17 8.625 01.23.06 500 Perpetual 7.95 Quarterly 100.00 7.950 Ba1 07.18.07 03.06.08 04.29.08 09.05.08 187 250 150 200 10 6 10 7 9.75 L3M+0,55 5,25 L3M+1,20 Half-Yearly Quarterly Quarterly Quarterly 100.00 100.00 100.00 100,00 9.750 L3M+0,55 5.250 L3M+1,20 Baa3 AAA/Aaa A-/A1 A-/A1 73 - Banco do Brasil – MDA 1Q09 447 A2 Program MT100 MT100 MT100 Visanet Visanet MT100 Subord. Debt. Perpetual Securities GMTN MT 100 MT 100 MT 100 7 – Analysis of Results 7.1 Net Interest Income Table 55. Net Interest Income R$ million Chg. % Quarterly Flow 1Q08 Financial Intermediation Income Loans Leasing Securities Financial Derivatives Foreign Exchange Portfolio Compulsory Investments Resultado Fin. com Op. de Seg., Prev. e Capitalização FX Gain (Loss) on Foreign Investments Other Op, Inc, of a Fin, Intermed, Nature Over Hedge Financial Intermediation Expenses Money Market Funds Borrowing, Assignments and Onlending Net Interest Income 4Q08 11,046 7,208 49 3,571 (448) 122 428 53 27 35 (5,477) (4,757) (720) 5,568 1Q09 20,412 11,106 147 8,097 (1,053) 503 424 93 711 50 334 (13,335) (8,432) (4,903) 7,077 On 1Q08 15,260 8,951 138 5,730 (62) (116) 176 121 (85) 471 (64) (8,275) (7,558) (716) 6,985 On 4Q08 38.2 24.2 182.0 60.5 (86.3) (59.0) 130.4 1.232.4 51.1 58.9 (0.5) 25.4 (25.2) (19.4) (6.0) (29.2) (94.2) (58.6) 29.7 849.2 (37.9) (10.4) (85.4) (1.3) It is important to emphasize that the amounts due to the BNC acquisition are not included. The Net Interest Income (NII) represents the result from financial intermediation business before provisions for credit risks. NII was R$ 6,985 million in 1Q09, growth of 25.4% in comparison with the same period of 2008, and reduction of 1.3% in relation to the prior quarter. The downslide observed in the quarter results basically from the lower quantity of business days in 1Q09, from the cut in the benchmark annual overnight Selic rate organized by the Central Bank, from a seasonal reduction in funds Demand Deposits, and from a slight deterioration in spreads, which had grown substantially in 4Q08. The items that exhibited the greatest decrease of revenues in the quarter were "Loans" and "Securities". As shown in detail further on, most of the negative variation in revenue from Loans is explained by the foreign exchange variation. Operations with securities suffer the effect of the reduction in interest rates organized by the Central Bank, but also from the lower level of foreign exchange volatility. In recent quarters the depreciation of the Real implied income from securities tied to exchange variation, with contra entry in expenses with exchange hedge operations. In other words, exchange variation contributed toward the increase both of revenues and of financial expenses, but with zero effect on Net Income. This scenario was not repeated in 1Q09, as there was greater stability in quotations of the US dollar, which exhibited a minor downslide in the quarter. Table 56. Revenues from Loans Net of Exchange Impact (Res. 2,770) R$ million Chg. % Quarterly Flow 1Q08 Loans and Leasing Revenues* FX Impact in Loan Portfolio (Res. 2,770) Loans and Leasing Revenues before FX Impact (Res. 2,770) * It considers recovery of write-offs. 7,257 316 6,941 4Q08 11,254 1,245 10,010 1Q09 9,089 (408) 9,497 On 1Q08 25.2 (228.9) 36.8 On 4Q08 (19.2) (132.8) (5.1) The chart above evidences the behavior of revenues from Loans, after the segregation of effects of exchange variation on operations contracted under Resolution 2770 (Working Capital with Funds Borrowed Abroad). As can be observed, once this adjustment is made, the decrease in revenues would have been only 5.1% in the quarter, and they would record expansion of 36.8% in the year. 74 - Banco do Brasil – MDA 1Q09 Financial Intermediation Expenses exhibited a trend similar to that of Income. There was growth of 51.1% in comparison with the same prior-year period, but reduction of 37.9% in relation to 4Q08. The lines that comprise these expenses also suffer the effect of the lower quantity of business days and of the greater stability of foreign exchange in the quarter. It is important to emphasize that sudden oscillations in the exchange rate inflate both Financial Intermediation Income and Expenses, since all the Dollar denominated assets and liabilities have a counter entry in hedge mechanisms, which rule out the effect on the result. Hence revenues on assets abroad have a counter entry in expenses with hedge operations and vice versa, whereby the effect on Net Interest Income is null. The tables below demonstrate the formation of the Gross Financial Margin from the changes in the spread and from the growth in the volume of investments. Table 57. Analysis of Volume (Earning Assets) and Quarterly Spread – 4Q08 and 1Q09 4Q08 Volume: Assets – Earning Assets * R$ million Abs. Chg. 1Q09 401,191 433,581 7,077 6,985 (92) 1.7641 1.6110 (0.1531) Gain/(loss) with volume 7,649 571 Gain/(loss) with spread 6,463 (614) Net Interest Income Spread - % ** Gain/(loss) with volume and spread 32,390 (50) * Average Balances ** Net Interest Income / (Earning Assets) Spread In annualized rates, the global spread (Net Interest Income on average Earning Assets) exhibited a downslide from 7.2% in 1Q08 and 4Q08 to 6.6% in 1Q09. Besides the factors already mentioned, which explain the behavior of financial intermediation income and expenses, the growth in the mix of Earning Assets and Interest-bearing Liabilities contributed decisively toward the reduction of the global spread in the quarter. In mean terms, Interest-bearing Liabilities grew 9.2%, against growth of 8.1% in Earning Assets. Furthermore, there was also a change in the composition of Earning Assets. Loan and Leasing Operations, an item that provides the best return among these assets, grew at a slower pace, and reduced their share in relation to the total Earning Assets, from 49.7% in 4Q08 to 47.4% in 1Q09. 8.0 7.5 7.8 7.2 7.1 7.0 7.2 6.6 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 NII / (Earning Assets) - Annualized Figure 28. NIM Analysis Table 58. Margin, Net of Interest and Profit Margin 75 - Banco do Brasil – MDA 1Q09 1T08 Average Earning Assets (AEA) Average Interest Bearing Liabilities (AIBL) Net Interest Gain (1) Interest Income Interest Expense Net Interest Income Other Items (2) NII AIBL / AEA – % Interest Rate on AEA (3) (7)- % Interest Rate on AIBL (4) (7)- % Net Interest Rate (5) - % Adjusted NIM (6) (7) - % NIM (7) – % 317,880 271,500 5,409 10,837 (5,428) 159 5,568 85.4 14.3 8.2 6.1 7.0 7.2 4T08 401,191 343,133 6,132 19,366 (13,234) 946 7,077 85.5 20.8 16.3 4.4 6.3 7.2 R$ million 1T09 433,581 374,842 6,456 14,656 (8,200) 529 6,985 86.5 14.2 9.0 5.2 6.1 6.6 (1) Defined as interest income less interest expenses. (2) Contains derivatives, debt assumption contracts, foreign exchange portfolio, recovery of write-offs, gold loans, credit guarantor fund, foreign exchange gain/loss abroad and other income of a financial intermediation nature (3) Total interest income divided by the average balance of assets generating income. (4) Total interest expenses divided by the average balance of liabilities generating expenses. (5) Difference between interest rate on AEA and interest rate on AIBL. (6) Net interst gain divided by the average earning assets. (7) Taxes are annualized. 76 - Banco do Brasil – MDA 1Q09 7.2 Analysis of Investments Loan and Lease Operation Revenues, disregarding recovery of write-offs, reached R$ 8,732 in 1Q09, a reduction of 19.1% over the previous quarter and increase of 27.8% over the 1Q08. Disregarding the effects of exchange variation, these revenues would have amounted to R$ 9,140 million, which represents an annualized return on loans of 19.0%, against 20.6% in the previous quarter and 17.9% in the same period of 2009. Table 59. Revenues from Loans Net of Exchange Impact (Res. 2,770) R$ million Chg. % Quarterly Flow 1Q08 Loans and Leasing Revenues – Average Balance * Loans and Leasing Revenues FX Impact in Loan Portfolio (Res. 2,770) Loans and Leasing Revenues before FX Impact (Res. 2,770) Annualized Interest Rate * Recovery of write-offs are not considered 4Q08 155,418 6,835 316 6,519 17.9 1Q09 199,332 10,788 1,245 9,543 20.6 205,319 8,732 (408) 9,140 19.0 s/1Q08 32.1 27.8 (228.9) 40.2 6.5 s/4Q08 3.0 (19.1) (132.8) (4.2) (7.5) Spread by Portfolio The figure below evidences the growth of the spread of loans, broken down by portfolio. It can be observed in graph that the spreads of the individual and business portfolios presented a course in 1Q09. The drop in the spread of these portfolios is due above all to the resumption of the movement of reduction in the benchmark annual overnight Selic rate practiced in the country. In addition, an important alteration has been occurring over the course of time in the mix of products from the individual portfolio, with an increase of the relative share of payroll loans, which provide lower margins to the Bank, but at the same time have a lower associated risk, contributing toward the quality of the portfolio. Special emphasis is placed in the quarter on the maintenance of the recovery trend of the Agribusiness portfolio spread, which attained 5.9%, against 5.6% in the previous quarter and 5.02% in 1Q08. 24.1% 23.4% 6.9% 6.5% 4.9% 5.0% 1Q08 2Q08 Individuals Figure 29. NIM by Loan Portfolio 77 - Banco do Brasil – MDA 1Q09 22.0% 21.6% 20.5% 6.6% 7.3% 7.2% 5.2% 5.6% 5.9% 3Q08 4Q08 1Q09 Businesses Agribusiness Income and expenses with securities Securities income in 1Q09 totaled R$ 5,730 million, an amount 60.5% higher than that recorded in the same period of 2009 and 29.2% lower than the last quarter. As explained previously, the slide in income in the quarter is due to the greater stability in foreign exchange, the lower quantity of business days and the cut organized in the benchmark annual overnight Selic rate by the Central Bank (which affects the revaluation of securities in the portfolio by the future interest curve and at the market price). Table 60. Securities Income R$ million Chg. % Quarterly Flow 1Q08 Securities Income Fixed Income Securities Revaluation – Curve Income/Loss from Negotiation Mark to Market Interbank Accounts Foreign Income Others 3,571 3,363 1,876 (207) (11) 1,480 225 207 4Q08 8,097 8,074 2,755 21 356 2,808 2,134 23 1Q09 5,730 5,724 2,058 23 262 3,381 6 On 1Q08 On 4Q08 60.5 70.2 9.7 128.5 (97.1) (29.2) (29.1) (25.3) 10.1 (26.5) 20.4 (73.6) The figure below shows the main indices in BB’s securities portfolio. 0.4% 4.8% 0.0% 23.8% 71.0% Floating Fixed TR and Others Figure 30. Securities Portfolio by Index (Multiple Bank) 78 - Banco do Brasil – MDA 1Q09 Dolar IGP-M IPCA Table 61. Avg Balance of the BS accounts and info. on interest rates - Earning assets (quarterly) R$ million 4Q08 Average Balance 1Q09 Annualized Rate (%) Interest Average Balance Annualized Rate (%) Interest Earning Assets Available Funds in Foreign Currency 1,772 59 13.9 535 18 14.4 Securities + Interbank Investments on Hedge 183,495 8,097 18.9 217,642 5,730 11.0 Loans + Leasing 199,332 10,787 23.5 205,319 8,732 18.1 16,592 424 10.6 10,086 176 7.1 401,191 19,366 20.8 433,581 14,656 14.2 Remunerated Compulsory Deposits Total Non Earning Assets Tax Credits 15,695 17,469 Other Assets 72,511 70,661 Permanent Assets 10,571 15,084 Total 98,777 103,214 499,968 536,795 TOTAL ASSETS 79 - Banco do Brasil – MDA 1Q09 7.3 Analysis of Funding The average balance of the Interest Bearing Liabilities rose R$ 374,842 million in the 1Q09, growing of 9.0% in the quarter and 38.1% compared to the same period of previous year. The annualized cost of funding, measured by the ratio between interest paid and the average balance of these liabilities, closed the quarter at 9.0%, against 16.3% in the previous quarter. Generally speaking, given the lower quantity of business days and the reduction in the benchmark annual overnight Selic rate, there was a generalized decrease in the cost of all the main funding instruments. Furthermore, the basis of comparison of the previous quarter was impaired, at least with respect to the lines of "Foreign Borrowing", "Foreign Securities" and "Total", which suffered the greatest impact of the strong exchange depreciation that occurred in 4Q08. Table 62. Avg Balances of the BS accounts and info. on int rates – Int.Bearing Liabilities (quarterly) R$ million 4Q08 Average Balance 1Q09 Interest Annualized Rate (%) Average Balance Interest Annualized Rate (%) Interest Bearing Liabilities Saving Deposits 53,899 (1,185) 9.1 57,975 (1,025) 7.3 9,682 (137) 5.8 11,066 (257) 9.6 144,272 (4,180) 12.1 156,316 (3,406) 9.0 90,840 (2,731) 12.6 98,927 (2,760) 11.6 4,695 (4,353) 1.279.8 5,292 (52) 4.0 Onlending 22,159 (434) 8.1 26,655 (505) 7.8 Financial and Development Funds + Subordinated Debt 13,951 (116) 3.4 15,249 (159) 4.2 3,635 (98) 11.2 3,362 (36) 4.3 343,133 (13,234) 16.3 374,842 (8,200) 9.0 Interbank Deposits Time Deposits Money Market Borrowing Foreign Borrowing Foreign Securities Borrowing Total Other Liabilities Demand Deposits 46,283 43,596 Other Liabilities 81,668 88,600 Shareholder’s Equity 28,884 29,757 Total 156,836 161,953 TOTAL LIABILITIES 499,968 536,795 80 - Banco do Brasil – MDA 1Q09 7.4 Analysis of Volume and Spread The table below shows the appropriation of changes in interest income and expenses due to the change in the average volume of earning assets and interest bearing liabilities and the change in the average interest rate on such assets and liabilities, in the quarters under analysis. The changes in volume and interest rate were calculated based on changes in average balances in the period and the changes in the average interest rates on assets generating income and liabilities generating expenses. The Average Rate variation was calculated by the variation in the interest rate in the period multiplied by the average quantity of assets generating income or by the average quantity of liabilities generating expenses in the first period. The Net Variation is the difference between the interest income of the present period and that of the previous period. The variation by Average Volume is the difference between the Net Variation and that resulting from the Average Rate. Among the Earning Assets we observed that both in the quarterly and in the annual comparison, the Average Rate has a negative effect on the growth of interest income. However, the rate effect is being offset by the consistent growth in the Average Volume, which partially offset the downslide in the rate in the quarterly comparison and permitted gains in the annual comparison. From the point of view of Interest-bearing Liabilities, the Average Rate effect culminated in reduction of R$ 5,728 million in interest expenses in the quarter. The increase in the volume of these liabilities was reflected in the growth of R$ 694 million in expenses in the same period. In the annual comparison, as a result of the expressive growth of the Time Deposits base, which has a higher funding cost than that of other instruments used by the Bank (like Demand and Saving Deposits), there was growth in the expenses originating both from the Average Rate effect and from the Average Volume. Once again it is important to emphasize the impact of exchange variation, which distorts the quarterly basis of comparison, due to the strong depreciation of the Real in 4Q08. Table 63. Int. increase and decrease (Inc. and Exp.) due to changes in Volume and Rates (quarterly) R$ million 1st Quarter 2009/4th Quarter 2008 1st Quarter 2009/2008 Average Volume (1) Earning Assets Available Funds in Foreign Currency Securities + Interbank Investments on Hedge Loans + Leasing Remunerated Compulsory Deposits Interest Bearing Liabilities Saving Deposits Interbank Deposits Time Deposits Money Market Borrowing Foreign Borrowing Onlending Financial and Development Funds + Subord. Debt Foreign Securities Borrowing (1) (2) (3) Average Rate (2) Net Change Average (3) Volume (1) Net Change (3) 3,911 (17) 2,002 2,122 (169) (92) 32 158 (225) (84) 3,819 15 2,159 1,898 (253) 1,095 (42) 899 255 (113) (5,805) 2 (3,266) (2,309) (135) (4,710) (40) (2,367) (2,054) (248) (2,261) (181) (126) (1,454) (164) (17) (165) (30) (18) (511) (57) (48) (276) (460) 296 (72) (8) 9 (2,772) (238) (174) (1,730) (624) 279 (237) (38) (9) (694) (72) (32) (262) (226) (6) (85) (14) 3 5,728 232 (88) 1,036 197 4,307 14 (30) 59 5,034 160 (120) 773 (29) 4,301 (71) (43) 62 Net Change - Average Rate ((Interest Current Period / Balance Current Period) x Balance Previous Period) - (Interest Previous Period) Current Interest - Interest for Previous Period 81 - Banco do Brasil – MDA 1Q09 Average Rate (2) 7.5 Provision for Credit Risk The analysis of credit risk provision contained in this chapter is restricted to the numbers of Banco do Brasil. Information about the Banco Nossa Caixa institution is available in chapter 10 of this report and in the report entitled "Nossa Caixa - Net Income 1Q09", available on the Investor Relations website of Banco do Brasil. Table 64. Net Financial Margin R$ million Chg. % Quarterly Flow Net Interest Income Allowance for Loan Losses Net Financial Margin 1Q08 4Q08 1Q09 On 1Q08 On 4Q08 5,568 (1,534) 4,034 7,077 (2,240) 4,837 6,985 (2,491) 4,494 25.4 62.4 11.4 (1.3) 11.2 (7.1) In the quarterly flow, Allowance for Loan Losses (PCLD) recorded an increase of 62.4% in relation to the same period of last year and 11.2% in relation to the previous quarter. This behavior of expenses with PCLD results from the growth of the loan portfolio, from improvements of risk analysis methodologies to a more conservative approach and from an increase in the deliquency rates due to conjunctural issues of the world economy. The ratio between provision expenses and the average total portfolio - both accumulated in 12 months went from 3.6% in 1Q08 to 3.8% in 1Q09. In 1Q08, the ratio between the quarterly provision expenses and the average of the loan portfolio in the period was 1.1% higher in relation to the same period of previous year. Table 65. Allowance for Loan Losses Expenses over Portfolio (A) Allowance for Loan Losses - Quarterly (B) Allowance for Loan Losses - 12 Months (C) Loan Portfolio (D) Average Portfolio – 3 Months (E) Average Portfolio – 12 Months 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 R$ million 1Q09* (1,236) (5,309) 145,233 144,565 130,358 (1,216) (5,139) 150,184 148,408 138,136 (1,497) (5,380) 160,739 157,216 145,861 (1,534) (5,483) 172,760 166,928 153,211 (1,687) (5,934) 190,082 185,059 162,928 (1,338) (6,056) 202,201 195,431 174,161 (2,240) (6,800) 224,808 218,626 189,144 (2,491) (7,757) 228,101 225,528 203,591 0.9 4.1 0.8 3.7 1.0 3.7 0.9 3.6 0.9 3.6 0.7 3.5 1.0 3.6 1.1 3.8 Expenses over Portfolio (A/D) - % Expenses over Portfolio (B/E) - % *All Credit Portfolio values do not include BNC. 0.9 0.8 1.0 0.9 0.9 0.7 1.0 1.1 2,491 3.8 2,240 3.6 1,338 3.5 1,687 3.6 1,534 3.6 1,497 3.7 1,216 3.7 1,236 4.1 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 (A) Allowance for Loan Losses - Quarterly Expenses Over Portfolio (B/E) - % Expenses Over Portfolio (A/D) - % Figure 31. Allowance for Loan Losses Expenses over Portfolio 82 - Banco do Brasil – MDA 1Q09 The figure below details the allowance for loan losses, segregating the minimum provisions required by CMN Resolution 2,682 from the total booked. An increase of volume can be observed in required provisions, which climbed from R$ 12,079 million in December 2008 to R$ 13,034 million in March 2009, a 7.9% increase. The Total Provision (Required + Additional) presented a 7.3% growth in the last quarter, higher than the growth of 1.5% of the credit portfolio. This growth is explained by the rise in the deliquency ratio, reflected in the balance of the required provision. R$ million 13,673 14,674 10,313 10,694 1,580 1,586 1,090 857 7,786 8,084 8,727 9,604 10,308 10,468 12,079 13,034 Dec/07 Mar/08 Jun/08 Sep/08 9,441 1,655 Jun/07 9,663 Sep/07 Required Provision 11,165 11,187 719 Additional Provision 1,594 Dec/08 1,640 Mar/09 Total Provision Figure 32. Allowances Breakdown The operations classified at AA-C risk levels decreased from 90.7%, in December 2008, to 90.3%, in March 2009. Table 66. Loan Portfolio by Level of Risk R$ million Mar/08 Balance Allowance AA A B C D E F G H Dec/08 Share Balance Allowance Mar/09 Share Balance Allowance Share BI* 47,364 34,422 52,673 21,578 6,843 2,091 933 1,249 5,605 172 527 647 684 627 466 874 5,605 27.4 19.9 30.5 12.5 4.0 1.2 0.5 0.7 3.2 63,828 42,669 73,028 24,404 8,157 2,985 1,237 1,421 7,079 213 730 732 816 896 619 995 7,079 28.4 19.0 32.5 10.9 3.6 1.3 0.6 0.6 3.1 63,177 61,634 57,849 23,350 8,251 2,921 1,393 1,589 7,937 308 578 700 825 876 697 1,112 7,937 27.7 27.0 25.4 10.2 3.6 1.3 0.6 0.7 3.5 24.1 40.1 19.0 9.0 2.5 1.0 0.7 0.6 2.9 Total 172,760 9,604 100.0 224,808 12,079 100.0 228,101 13,034 100.0 100.0 AA-C D-H 156,037 16,721 1,346 8,258 90.3 9.7 203,928 20,879 1,676 10,403 90.7 9.3 206,010 22,091 1,587 11,447 90.3 9.7 92.2 7.8 * Previous data of December/2008 83 - Banco do Brasil – MDA 1Q09 The ratio of Portfolio Net of Allowances (CLP) over the Total Portfolio (CT) expresses the overall evaluation of the weighted portfolio, in accordance with CMN Resolution 2.682/99. The figure below reveals that Banco do Brasil was 100 base points better than the National Financial System in 1Q09. 94.6 94.0 94.6 94.2 94.6 94.5 94.4 94.6 94.6 94.8 94.8 94.9 94.6 94.7 94.3 93.3 Jun/07 Sep/07 Dec/07 Mar/08 BB Jun/08 Sep/08 Dec/08 Mar/09 SFN Figure 33. CLP/CT BB vs. BI The table below shows the increase of 30 base points in the ratio of past-due loans in the Loan Portfolio when compared to March 2008. The volume overdue for 15 days of the portfolio amounted R$ 10,692 million, reaching of 4.7% in 1Q09. The index overdue above 60 days reached 3.3%, above the one observed in March 2008. The volume overdue above 90 days reached 2.7%, higher than the 2.4% recorded in March 2008, however, lower than the 3.6% presented by the Brazilian Banking Industry (SFN) in 1Q09. The credit portfolio average risk in March 2009 was 5.7%, 30 base points above that observed in December 2008. 84 - Banco do Brasil – MDA 1Q09 Table 67. Deliquency Ratio - % 2Q07 Loan Portfolio 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 R$ million 1Q09 145,233 150,184 160,739 172,760 190,082 202,201 224,808 228,101 Loans overdue 6,915 7,525 7,248 7,574 7,089 7,414 9,019 10,819 4.8 5.0 4.5 4.4 3.7 3.7 4.0 4.7 5,930 7,125 7,222 7,521 6,899 7,376 8,951 10,692 4.1 4.7 4.5 4.4 3.6 3.6 4.0 4.7 4,111 5,157 5,259 4,907 5,323 5,234 6,267 7,450 2.8 3.4 3.3 2.8 2.8 2.6 2.8 3.3 3,508 3,986 4,268 4,164 4,689 4,471 5,305 6,197 2.4 2.7 2.7 2.4 2.5 2.2 2.4 2.7 1,596 Past Due Loans/Loan Portfolio Past Due Loans + 15 days Past Due Loans + 15 days/Loan Portfolio Past Due Loans + 60 days Past Due Loans + 60 days/Loan Portfolio Past Due Loans + 90 days Past Due Loans + 90 days/Loan Portfolio Write-off 918 988 841 1,164 1,316 1,342 1,229 (386) (302) (414) (422) (425) (400) (467) (354) Net Loss 532 686 427 742 891 941 763 1,242 Net Loss/Loan Portfolio - % annualized 1.5 1.8 1.1 1.7 1.9 1.9 1.4 2.2 9,441 9,663 10,313 10,694 11,165 11,187 13,673 14,674 6.5 6.4 6.4 6.2 5.9 5.5 6.1 6.4 Allowance/Past Due Loans + 15 days - % 159.2 135.6 142.8 142.2 161.8 151.7 152.8 137.2 Allowance/Past Due Loans + 60 days - % 229.7 187.4 196.1 217.9 209.8 213.8 218.2 197.0 Allowance/Past Due Loans + 90 days - % 269.1 242.4 241.7 256.8 238.1 250.2 257.7 236.8 Recovery of Write-offs Provision Allowance/Loan Portfolio The graph below shows the ratio between the required provision and the provision for transactions overdue for more than 90 days of the Bank and of SFN (National Financial System). In comparison with SFN, it can be observed that the Bank has a level of required provision that is more than enough to cover transactions overdue for more than 90 days. 234.1 230.6 221.9 227.7 219.8 166.2 Jun/07 210.3 204.5 202.8 167.7 Sep/07 169.2 Dec/07 177.2 Mar/08 90 Days BB 171.4 Jun/08 Sep/08 90 Days SFN Figure 34. Allowance/Past Due Loans +90 days – BB x SFN 85 - Banco do Brasil – MDA 1Q09 169.9 175.7 Dec/08 186.8 Mar/09 Although the average risk (Provision required / Portfolio) of the National Financial System rose 140 base points in relation to December/2008, the average risk of the portfolio, in relation to December/2008, presented a 30 base points increase, as presented in the following table: Table 68. Average Portfolio Risk Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Average Risk BB 5.4 5. 6 5.4 5.2 5.4 5.7 Average Risk BI 5.5 5.4 5.2 5.1 5.3 6.7 86 - Banco do Brasil – MDA 1Q09 7.5.1 Retail Loan Portfolio The Retail Loan Portfolio grew 39.0% in relation to the same prior-year period and 5.0% in relation to December 2008. Part of this growth is explained by the 41.6% increase in the CDC product portfolios and a 97.7% growth in Vehicle Financing, both in the Individual client segment, in annual basis. In the Micro and Small Businesses segment, the growth is explained by the performance of the Working Capital and the Investment portfolios, which grew 41.7% and 43.9% respectively. The portfolio acquisitions were another factor that contributed towards the growth of the portfolio in the individual client segment. Removing the balance of acquired portfolios (R$ 2,935 million of payroll loans and R$ 737 million of vehicle financing), the growth of the Retail portfolio would be 32.7% in Mar/08. Table 69. Retail Loan Portfolio by Level Risk R$ million Mar/08 Balance Dec/08 Provision Share Balance Mar/09 Provision Share Balance Provision Share AA 4,692 - 8.3 5,160 - 6.6 5,111 - 6.3 A 8,882 44 15.6 12,468 62 16.1 29,826 149 36.6 B 27,965 280 46.5 37,904 379 48.8 24,708 247 30.3 C 11,823 355 20.3 13,482 404 17.4 12,615 378 15.5 D 1,873 187 3.3 3,416 342 4.4 3,379 338 4.1 E 678 203 1.2 999 300 1.3 1,091 327 1.3 F 381 191 0.7 620 310 0.8 702 351 0.9 G 365 256 0.6 567 397 0.7 613 429 0.8 H 1,995 1,995 3.5 3,023 3,023 3.9 3,457 3,457 4.2 Total 58,654 3,511 100.0 77,639 5,217 100.0 81,501 5,677 100.0 AA-C 53,361 679 90.7 69,014 846 88.9 72,260 775 88.7 5,293 2,832 9.3 8,625 4,371 11.1 9,242 4,902 11.3 D-H 87 - Banco do Brasil – MDA 1Q09 The retail portfolio average risk presented a risk deterioration of 100 base points in relation to that recorded in March 2008. The movement of PCLD (Allowance for Loan Losses) of the retail portfolio is detailed in the table below: Table 70. Changes in the Allowance - Retail Retail Loan Portfolio Initial Allowance 1 - Risk Migration 4Q07 1Q08 2Q08 3Q08 4Q08 R$ million 1Q09 53,407 58,654 64,978 68,968 77,639 81,501 3,016 3,305 3,511 3,951 4,348 5,217 611 575 629 579 956 1,117 a) Risk Deterioration 1,083 1,039 1,255 1,393 1,820 1,919 b) Risk Improvement (471) (464) (626) (814) (864) (802) 325 367 607 509 425 699 (599) (671) (760) (779) (772) (1,018) Total (1 + 2 + 3): 337 271 476 308 610 798 Other Impacts* (48) (65) (36) 89 (259) (338) 2 – New Transactions 3 – Write-offs Final Allowance** 3,305 3,511 3,951 4,348 5,217 5,677 Allowance Required by CMN Resolution 2,682 3,305 3,511 3,951 4,348 5,217 5,677 888 877 1,200 1,176 1,641 1,478 Provision Flow - R$ million a) Added Provision*** 0 0 139 0 203 888 888 1,061 1,176 1,438 1,478 Provision / Portfolio - % 6.2 6.0 6.1 6.3 6.7 7.0 Provision Flow / Portfolio - % 1.7 1.5 1.6 1.7 1.9 1.8 b) Provision Expenses * Amortization, settlement, release of installments and debit from charges **Purchases in installments payable by credit card included in 1Q08: R$ 32 million *** Additional provision used in 2Q08 Vintage We present the monitoring of the loan portfolio of individual clients by Harvests in the graphs below. This methodology, known abroad as Vintage, affords greater detailing and closer to the portfolio than traditional indicators. The Vintage makes it possible to monitor how the deliquency of the set of operations contracted in a particular period behaves over time. In the first graph, for example, the monitoring is performed in the quarterly view. The lines show how the default of operations contracted in each quarter behaved in the subsequent periods. The longer lines, therefore, refer to the oldest monitoring period. In the case of the graphs below, we consider operations overdue for more than 90 days at default, and for determination of the Retail portfolio for individual clients, the Overdraft Protection Agreement, Credit Card operations and Vehicle financing do not appear in these graphs. The monitoring shows how the operations contracted most recently present a more favorable default curve than those contracted at the beginning of the monitoring. This result shows the constant optimization in the credit analysis, concession and monitoring templates. 88 - Banco do Brasil – MDA 1Q09 Delinquency 90 days Crop Months Figure 35. Quarterly Vintage Delinquency 90 days The second graph contains the vintage in annual periodicity, facilitating the data viewing and interpretation. Months Crop Figure 36. Annual Vintage 89 - Banco do Brasil – MDA 1Q09 In the next graph, we presente the detailing of the vehicle financing portfolio, segmented by the operation contracting origin: Arena I - operations contracted in Bank's branches; Arena II - operations contracted in the sphere of associated vehicle dealerships. Delinquency 90 days In the graph below we emphasize the vehicle financing portfolio contracted in Bank's branches: Months Crop Figure 37. Annual vintage - Vehicle Financing Portfolio - Arena I Delinquency 90 days In this graph we emphasize the vehicle financing portfolio contracted in automobile dealing companies: Months Crop Figure 38. Annual vintage - Vehicle Financing Portfolio - Arena II 90 - Banco do Brasil – MDA 1Q09 7.5.2 Commercial Portfolio The corporate portfolio recorded a 11 base points decrease, over the last three months. This performance is explained by the cool-down in the demand for loans by large companies. Nevertheless, the quality of the portfolio was only slightly affected when compared to 1Q08 and 4Q08. At the end of March 2009, the operations classified at risk levels AA to C exhibited a downslide of 30 base points comparing to Dec/08, representing 97.6% of the total Portfolio. Table 71. Commercial Loan Portfolio by Level Risk R$ million Mar/08 Balance AA Dec/08 Provision Share Balance Mar/09 Provision Share Balance Provision Share 18,007 - 53.8 25,677 - 53.0 26,437 - 54.7 A 7,336 37 21.9 9,871 49 20.4 8,723 44 18.0 B 6,895 69 20.6 10,897 109 22.5 10,970 110 22.7 C 539 16 1.6 977 29 2.0 1,073 32 2.2 D 432 43 1.3 637 64 1.3 625 63 1.3 E 67 20 0.2 112 34 0.2 183 55 0.4 F 62 31 0.2 38 19 0.1 51 26 0.1 G 23 16 0.1 48 34 0.1 114 80 0.2 H 112 112 0.3 166 166 0.3 191 191 0.4 Total 33,473 344 100.0 48,422 503 100.0 48,367 599 100 AA-C 32,777 122 97.9 47,422 188 97.9 47,203 186 97.6 696 222 2.1 1,001 316 2.1 1,164 414 2.4 D-H Table 72. Changes in the Allowance - Commercial 4Q07 Commercial Loan Portfolio 1Q08 29,613 2Q08 3Q08 R$ million 1Q09 4Q08 33,473 40,456 44,336 48,422 48,367 Initial Allowance 341 338 344 391 421 492 1 - Risk Migration 30 (38) (2) 13 46 27 a) Risk Deterioration 145 88 99 107 164 225 b) Risk Improvement (115) (127) (101) (93) (118) (198) 2 – New Transactions 46 87 83 85 249 86 (23) (29) (30) (54) (63) (60) 53 19 51 44 232 52 Other Impacts* (56) (13) (5) (14) (141) 54 Final Allowance 338 344 391 421 492 599 Allowance Required by CMN Resolution 2,682 338 344 391 421 492 599 21 36 76 84 135 167 3 – Write-offs Total (1 + 2 + 3): Changes in the Provision - in R$ million a) Additional Provision** 0 0 139 0 17 21 36 (63) 84 118 Provision / Portfolio - % 1.1 1.0 1.0 0.9 1.0 1.2 Changes in the Provision - % of Portfolio 0.1 0.1 0.2 0.2 0.3 0.3 b) Provision Expense * Amortization, settlement, release of installments and debit from charges. ** Additional Provision allocated to the Commercial Credit Portfolio. 91 - Banco do Brasil – MDA 1Q09 167 7.5.3 Agribusiness Portfolio The agribusiness portfolio increased 12.3% (Mar/08-Mar/09) and remained almost in line in relation to the previous quarter. In March 2009 the loans ranked at risk levels AA-C accounted for 85.4% of the portfolio, 100 base points higher than the number presented in March 2008. The relationship between the provisions required (CMN Resolution 2,682) and the balance of operations went from 7.5% to 8.0% in 1Q09, 50 base points above to the observed in 1Q08. Table 73. Agribusiness Loan Portfolio by Level Risk R$ million Mar/08 Balance Dec/08 Provision Share Balance Mar/09 Provision Share Balance Provision Share AA 11,909 - 21.1 13,835 - 21.7 13,052 - 20.6 A 13,710 69 24.3 13,807 69 21.7 17,371 87 27.4 B 13,927 139 24.6 19,323 193 30.3 16,303 163 25.7 C 8,133 244 14.4 7,779 233 12.2 7,485 225 11.8 D 4,108 411 7.3 3,661 366 5.7 3,685 369 5.8 E 1,090 327 1.9 1,384 415 2.2 1,346 404 2.1 F 335 167 0.6 385 192 0.6 390 195 0.6 G 759 532 1.3 673 471 1.1 714 500 1.1 H 2,552 2,552 4.5 2,844 2,844 4.5 3,146 3,146 5.0 Total 56,524 4,440 100.0 63,690 4,784 100.0 63,492 5,087 100 AA-C 47,679 452 84.4 54,744 496 86.0 54,211 474 85.4 8,844 3,989 15.6 8,946 4,289 14.0 9,280 4,613 14.6 D-H The following table details the changes in Allowance for Loan Losses for the Portfolio Agribusiness. Table 74. Changes in the Allowance - Agribusiness 4Q07 1Q08 2Q08 3Q08 R$ million 1Q09 4Q08 51,883 56,524 61,611 60,524 63,690 63,492 Initial Allowance 3,286 3,659 4,440 4,665 4,329 4,784 1 - Risk Migration (62) 288 472 134 580 647 a) Risk Deterioration 669 1,012 549 521 889 873 b) Risk Improvement (731) (723) (78) (387) (309) (226) Agribusiness Loan Portfolio 2 – New Transactions 551 631 1,078 874 1,837 974 3 – Write-offs (92) (140) (235) (395) (217) (357) Total (1 + 2 + 3): 397 779 1,315 613 2,200 1,264 Other Impacts* (24) (3) (1,090) (949) (1,745) (961) Final Allowance 3,659 4,440 4,665 4,329 4,784 5,087 Allowance Required by CMN Resolution 2,682 3,659 4,440 4,665 4,329 4,784 5,087 465 922 459 58 673 660 0 482 82 99 282 Changes in the Provision - in R$ million a) Additional Provision** b) Provision Expense 465 440 377 (41) 391 660 Provision / Portfolio - % 7.1 7.9 7.6 7.2 7.5 8.0 Changes in the Provision - % of Portfolio 0.9 1.6 0.6 (0.1) 0.6 1.0 * Amortization, settlement, release of installments and debit from charges. ** Additional Provision allocated to the agribusiness loan portfolio The average risk of the portfolio is strongly influenced by the operations of the harvests of 2005 to 2007 extended with total balance of R$ 14,684 million. In the following table, the Agribusiness Loan Portfolio is divided in extended and unextended operations. 92 - Banco do Brasil – MDA 1Q09 Table 75. Portfolio With and Without Roll Over – Agribusiness Portfolio Without Roll Over Allowance for Loan Losses Past Due_90 Portfolio with Roll Over Past Due 90/ Past Due_90 Risk Balance AA 10,723 - 257¹ 2,329 - 21¹ A 16,315 82 0 1,056 5 0 B 13,062 131 - 3,240 32 - C 4,647 139 6 2,838 85 4 D 1,687 169 13 1,998 200 16 E 460 138 97 886 266 49 F 166 83 59 224 112 22 Ballance2 Balance Allowance for Loan Losses G 508 356 66 206 144 25 H 1,239 1,239 555 1,907 1,907 261 Total 48,807 2,336 797 14,684 2,751 377 1.6% Past Due 90/ Ballance2 2.6% (1) Overdue operations at level AA refer to credit with third party risk (2) The delay resulting from overdue operations with third party risk was not included in the calculation of the rate According to the table above, transactions overdue for more than 90 days represent 1.6% of the total unextended portfolio. If we compare this indicator to the extended operations, there is a gap of 100 base points. In the table below we present balances, rate of more than 90 days past due loans and average risk of the agribusiness portfolio segmented in total portfolio, extended and not extended. 93 - Banco do Brasil – MDA 1Q09 Table 76. Rates of the Agribusiness Portfolio Loan Portfolio 1Q08 2Q08 3Q08 4Q08 1Q09 63,492 56,524 61,611 60,524 63,691 Provision 4,436 4,665 4,329 4,785 5,087 Past Due Loans + 90 days 1,033 1,180 810 877 1,174 Past Due Loans + 90 days/Loan Portfolio - % 1.8 1.9 1.3 1.4 1.8 Allowance/Loan Portfolio - % 7.8 7.6 7.2 7.5 8.0 16,399 16,492 14,170 14,445 14,684 2,529 2,627 2,195 2,598 2,755 Past Due Loans + 90 days 410 457 237 259 377 Transactions overdue + 90 days/Total Portfolio (%) 2.5 2.8 1.7 1.8 2.6 15.4 15.9 15.5 18.0 18.8 40,124 45,119 46,354 49,246 48,807 1,907 2,038 2,110 2,186 2,336 Past Due Loans + 90 days -% 623 723 573 619 797 Transactions overdue + 90 days/Unextended operations - % 1.6 1.6 1.2 1.3 1.6 Provision/Unextended Operations - % 4.8 4.5 4.6 4.4 4.8 15,100 15,178 12,756 13,102 13,366 2,529 2,627 2,195 2,598 2,755 16.7 17.3 17.2 19.8 20.6 37,396 42,329 43,515 46,471 46,021 1,907 2,038 2,110 2,186 2,336 5.1 4.8 4.8 4.7 5.1 40,124 45,119 46,326 49,246 48,807 1,067 2,038 1,272 995 1,093 2.7 4.5 2.7 2.0 2.2 37,396 42,329 43,515 46,471 46,021 1,067 2,038 1,272 995 1,093 2.9 4.8 2.9 2.1 2.4 Extended Operations Provision Provision/Extended Operations - % Unextended operations Provision Extended Operations Without Third-Party Risk Provision Provision/Extended Operations Without Third-Party Risk - % Unextended Operations Without Third-Party Risk Provision Provision/Unextended Operations Without Third-Party Risk - % Simulation Operations not Extended without drag effect of Extended Operations a- With Third-Party Risk b- Provision Average Risk (b/a) c- Without Third-Party Risk d- Provision Average Risk (d/c) The increase of the average risk of the agribusiness portfolio resulted from a regulatory issue as CMN Resolution 2,682 establishes the maintenance of the risk of the renegotiated operation at the level of risk observed at the time of the renegotiation. Simulation carried out by removing the drag effect of the extended operations over the other unextended operations of the client presents a reduction of the average risk from 4.8% to 2.2% in 1Q09. Part of the operations that comprise the agribusiness portfolio has third-party risk, representing a total of R$ 4.1 billion. Disregarding these operations the average risk of the portfolio would rise from 4.8% to 5.1% in 1Q09 (non-rescheduled portfolio) and from 2.2% to 2.4%(non-rescheduled portfolio without drag effect) respectively. In the figure below the agribusiness portfolio is segregated in rescheduled and non-rescheduled operations, by appropriation and respective shares. 94 - Banco do Brasil – MDA 1Q09 1Q09* 22.5% 77.5% Costs 55.2% Investiment 29.8% Refinancing 15.0% Average Risk: 20.6% Costs 64.5% Investiment 29.5% Without Roll Over R$ 46.0 billion Marketing Portfolio With Roll Over Portfolio Without Roll Over * Agribusiness Portfolio without third party risk Figure 39. Stratified Agribusiness Portfolio 95 - Banco do Brasil – MDA 1Q09 6.0% With Roll Over: R$ 13.4 billion Average Risk - 5.2% • W/O Roll Over Effect: 2.4% 7.5.4 Foreign Trade Loan Portfolio The foreign trade finance portfolio recorded an increase of 57.8% base points (Mar/08 – Mar/09). Loans rated at levels of risk AA to C went up from 97.2% in December 2008 to 97.8% in March 2009 and those rated as D-H came down 2.8% to 2.2% in the same period. Table 77. Foreign Trade Loan Porfolio by Level Risk R$ million Mar/08 Balance Dec/08 Provision Share Balance Mar/09 Provision Share Balance Provision Share AA 5,616 - 51.0 9,255 - 53.7 9,018 - 51.9 A 2,182 11 19.8 3,686 18 21.4 3,115 16 17.9 B 2,406 24 21.8 2,987 30 17.3 4,076 41 23.4 C 638 19 5.8 812 24 4.7 791 24 4.6 D 64 6 0.6 104 10 0.6 102 10 0.6 E 6 2 0.1 232 70 1.3 27 8 0.2 F 10 5 0.1 40 20 0.2 91 45 0.5 G 9 6 0.1 44 31 0.3 43 30 0.2 H 88 88 0.8 66 66 0.4 120 120 0.7 Total 11,019 161 100.0 17,225 269 100.0 17,384 294 100.0 AA-C 10,842 54 98.4 16,739 73 97.2 17,000 80 97.8 177 107 1.6 485 197 2.8 384 214 2.2 D-H The table below shows the effects of the global risk of the Foreign Trade Loan Portfolio on provisions, the provision vs. portfolio ratio of which pushed 20 base points from 1.5% in 1Q08 to 1.7% in 1Q09 and 90 base points in relation to the last quarter. Table 78. Changes in Allowance – Foreign Trade 4Q07 1Q08 2Q08 3Q08 R$ million 1Q09 4Q08 11,911 11,019 10,826 12,424 17,225 17,384 Initial Allowance 177 178 161 134 132 153 1 - Risk Migration 15 Foreign Trade Loan Portfolio (22) (28) (21) (6) 115 a) Risk Deterioration 32 16 24 37 132 87 b) Risk Improvement (54) (45) (45) (42) (17) (72) 2 – New Transactions 49 40 35 47 95 88 (14) (23) (48) (30) (16) (2) 12 (11) (34) 12 194 101 Other Impacts* (11) (6) 7 (172) (62) 40 Final Allowance 178 161 134 132 153 294 Allowance Required by CMN Resolution 2,682 178 161 134 132 153 294 16 6 20 28 37 143 - - - 38 16 3 – Write-offs Total (1 + 2 + 3): Changes in the Provision - in R$ million a) Additional Provision** b) Provision Expense - - - (10) 21 143 Provision / Portfolio - % 1.5 1.5 1.2 1.1 0.9 1.7 Changes in the Provision - % of Portfolio 0.1 0.1 0.2 0.2 0.2 0.8 * Amortization, settlement, release of installments and debit from charges ** Additional Provision allocated to the foreign trade loan portfolio 96 - Banco do Brasil – MDA 1Q09 7.5.5 Foreign Loan Portfolio and Others The table below shows the risk profile of BB’s foreign loan portfolio. In March 2009 the loans ranked at risk levels AA-C accounted for 98.2% of the total portfolio, 90 base points lower than que previous quarter, and 70 base points lower than the same period of 2008. Table 79. Foreign Loan Portfolio by Level Risk R$ million Mar/08 Balance Dec/08 Provision Share Balance Mar/09 Provision Share Balance Provision Share AA 6,916 - 65.9 9,487 - 62.8 9,317 - 63.3 A 2,213 11 21.1 2,725 14 18.0 2,449 12 16.6 B 1,127 11 10.7 1,672 17 11.1 1,572 16 10.7 C 126 4 1.2 1,092 33 7.2 1,117 34 7.6 D 13 1 0.1 5 0 0.0 114 11 0.8 E 1 0 0.0 0 0 0.0 8 2 0.1 F - - - - - - 0 0 0.0 G 0 0 0.0 9 7 0.1 14 10 0.1 H 102 102 1.0 124 124 0.8 135 135 0.9 Total 10,499 130 100.0 15,115 194 100.0 14,726 220 100.0 AA-C 10,383 26,1 98.9 14,977 63,1 99.1 14,455 61,5 98.2 116 103,5 1.1 138 131,2 0.9 271 158,3 1.8 D-H The table below exhibits the rating by risk of the other loans not classified in the Retail, Commercial, Agribusiness, Foreign Trade and Abroad portfolios. The balance refers largely to the portfolio of write-offs recovery. Table 80. Other Transactions Portfolio R$ million Mar/08 Balance Dec/08 Provision Share Balance Mar/09 Provision Share Balance Provision Share AA 354 - 13.7 414 - 15.2 243 - 7.5 A 101 1 3.9 113 1 4.1 149 1 5.8 B 281 3 10.8 245 2 9.0 221 2 8.5 C 293 9 11.3 262 8 9.6 268 8 10.4 D 333 33 12.8 335 33 12.3 345 35 13.4 E 245 74 9.5 259 78 9.6 266 80 10.3 F 143 71 5.5 155 78 5.7 159 80 6.2 G 91 64 3.5 80 56 2.9 91 64 3.5 H 749 749 28.9 855 855 31.5 889 889 34.4 Total 2,591 1,004 100.0 2,717 1,111 100.0 2,631 1,157 100.0 AA-C 1,030 12 39.7 1,033 11 38.0 881 11 33,5 D-H 1,562 992 60.3 1,684 1,100 62.0 1,750 1,146 66,5 97 - Banco do Brasil – MDA 1Q09 7.6 Fee Income Table 81. Fee Income R$ million Chg. % Quarterly Flow 1Q08 Fee Income 4Q08 1Q09 On 1Q08 On 4Q08 2,915 3,058 2,943 1.0 (3.7) Account Fees 731 836 799 9.2 (4.4) Loan Fees 264 161 157 (40.5) (2.3) Credit Card Fees 256 330 321 25.5 (2.6) Investiment Fund Management Fees 477 465 445 (6.6) (4.3) Billings 249 272 257 3.2 (5.5) Interbank 177 124 117 (33.7) (5.2) Collection 109 119 110 0.5 (7.2) 350.4 Services Rendered to Affiliated 69 4 20 (71.3) Official Services Fees 14 14 15 4.9 3.5 569 734 702 23.4 (4.3) Others Fee income totaled R$ 2,943 billion in the quarter. This value corresponds to growth of 1.0% in comparison with the same prior-year period and reduction of 3.7% in relation to 4Q08. In spite of the growth of business and of the customer base, the growth percentage of these revenues in comparison with 1Q08 is below the range of estimates (between 5 and 8%) disclosed by the Bank in February 2009. This behavior was strongly influenced by the regulations of the collection of tariffs by the Central Bank (circular 3,371), which took effect as of 2Q08, distorting the basis of comparison. As regards the quarterly comparison, it is important to stress that the downslide is basically due to the lower quantity of business days in each period: 4Q08 had 64 business days, while 1Q09 had only 61. The change in the regulations regarding collection of bank fees by the Central Bank, in December 2007, determined the creation of specific accounting subheadings to account for the Bank fee income, detailed in Circular Letter 3,371, segregating it from the other fee income. Banking Fee Income, characterized as the fees indicated by the Central Bank in Circular Letter 3,371, added up to R$ 688 million in 1Q09, an amount 4.3% higher than the preceding quarter. However, for purposes of comparability, and aiming to facilitate the reading and understanding of the figures, the segregation determined bye the Central Bank was not adopted in the above table, that mantained the overview of the main products and services that comprise the Bank Fee Income. 98 - Banco do Brasil – MDA 1Q09 7.6.1 Revenues from Account Fees The new regulation of the Central Bank that governs the collection of individual tariffs came into force in the second quarter of last year. Provisions of the Central Bank directly affected the tariff income with Loan Operations and Checking Accounts. In relation to Loan Operations, the prohibition of the collection of the Credit Opening Tariff (TAC), main tariff of this item, culminated in the reduction of 40.5% in 1Q09, in relation to 1Q08. Regarding checking account tariffs, among other effects, the regulation abolished inactive checking account maintenance tariffs and tariffs for processing checks. However, the impact of the regulations was minimized by the growth of the customer base, by business expansion and by alterations in the amounts of the actual fees of BB, which were adjusted as of last December. Therefore, this item ended 1Q09 with a balance of R$ 799 million, recording growth of 9.2% in relation to 1Q08 and slide of 4.4% in relation to the last quarter. Including the account base of Nossa Caixa, whose controlling interest was acquired by BB in the quarter, Banco do Brasil closed the quarter with 34,056 thousand checking accounts. The own base, considering only the recently incorporated BEP and BESC, contains 30,574 thousand accounts, which represents growth of 0.6% over the previous quarter and of 9.8% over 1Q08. In a broader concept, which considers not only account holders, but all the customers with some active business with the Banco do Brasil group, such as INSS beneficiaries, saving account holders and customers of other products (including those sold by means of partnerships), the total base amounts to 48,121 thousand customers. Considering Nossa Caixa, the number reaches 53,889 thousand customers. It is worth emphasizing that all the numbers involving Nossa Caixa are indicative simulations (pro forma), as this institution has not yet been taken over, and that the amounts do not consider the overlapping of part of the base of checking accounts and of customers. in thousand 25,746 26,157 27,055 28,173 28,701 24,999 28,494 24,676 1,618 1,636 1,667 1,698 1,775 1,944 1,884 1,874 Jun/07 Sep/07 Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Individuals Figure 40. Customer Base 99 - Banco do Brasil – MDA 1Q09 Businesses 7.6.2 Asset Management In the first quarter of 2009, Banco do Brasil accumulated R$ 445 million in Investment Fund Management Fees, a decline of 4.3% in relation to the 4Q08, and of 6.6% in relation to the same quarter in the previous year. The drop in revenues in the annual comparison, in spite of the growth of the volume of managed funds, is due mainly to changes in the mix, with reduction on the relative share of investment funds which generally provide higher management fees, usually network funds (fees captured in branches from retail network). BB Administração de Ativos - Distribuidora de Títulos e Valores Mobiliários (BB DTVM), a wholly-owned subsidiary of Banco do Brasil, increased its market share this quarter, according to the Anbid ranking, rising from 19.3% in Mar/2008, coming from 20.9% in the last quarter and ending the 1Q09 in 20.9%. The balance of managed funds (Funds and Managed Portfolios) attained R$ 259.3 billion, growth of 5.3% in the quarter and of 7.5% in the annual comparison. It is worth informing that the numbers above do not include the funds managed by Banco Nossa Caixa (BNC), whose controlling interest acquisition was announced recently by BB. At the end of 1Q09, the sum of funds managed by BNC was R$ 27.9 billion. Further information can be consulted in the report entitled - "Nossa Caixa - Net Income 1Q09", available at the website of the institution and in www.bb.com.br/ri. R$ billion 19.1 18.1 18.3 19.3 19.4 19.8 20.7 20.9 241.3 245.9 241.5 246.3 259.3 Mar/08 Jun/08 Sep/08 Dec/08 220.1 208.9 206.9 Jun/07 Sep/07 Dec/07 Asset Management Mar/09 Market Share - % Figure 41. Asset Management The table below evidences the Investment Funds and Managed Portfolios segmented per clients. The sum of funds originating from individual investors exhibited a downslide both in the annual comparison and in relation to the prior quarter. This downslide is due to a large extent to the financial crisis, which contributed toward the reduction of the shareholders' equity of variable income funds, and oscillation in the profitability of the fixed income funds, which leads more conservative investors to target their investments at other financial instruments, such as CDB and Savings. Institutional customers represent the main part of the sum managed. As mentioned previously, the funds originating from these customers, besides government and foreign investors, have been increasing their share in the total portfolio. This relative share was 63.2% in 1Q08 and reached 67.6% in 1Q09. 100 - Banco do Brasil – MDA 1Q09 Table 82. Investment Funds and Managed Portfolios by Customer R$ million Chg. % Mar/08 Institutional Investors Individuals Government Businesses Foreign Investors Total Part.% Dec/08 Part.% Mar/09 Part.% On Mar/08 On Dec/08 99,273 63,022 44,223 25,820 8,965 41.1 26.1 18.3 10.7 3.7 102,526 58,477 49,201 23,721 12,408 41.6 23.7 20.0 9.6 5.0 105,244 59,922 56,894 24,189 13,074 40.6 23.1 21.9 9.3 5.0 6.0 (4.9) 28.7 (6.3) 45.8 2.7 2.5 15.6 2.0 5.4 241,301 100.0 246,334 100.0 259,324 100.0 7.5 5.3 In relation to the distribution by type of fund and portfolios, variable income funds exhibited recovery in relation to the previous quarter, but are still at a lower level than that observed in 1Q08. Fixed income funds continue the most significant in relation to the total under management. The table below presents the concentration of resources by type of fund and portfolio. Table 83. Investment Funds and Managed Portfolios by Type R$ million Chg. % Mar/08 Part.% Dec/08 Part.% Mar/09 Part.% On Mar/08 On Dez/08 Investment Fund Fixed Variable Multimarket Others Managed Portfolios Fixed Variable 231,151 130,062 44,593 32,980 23,516 10,151 5,257 4,894 95.8 53.9 18.5 13.7 9.7 4.2 2.2 2.0 235,277 120,541 38,215 44,820 31,701 11,057 7,677 3,380 95.5 48.9 15.5 18.2 12.9 4.5 3.1 1.4 247,759 127,886 43,027 43,122 33,724 11,565 7,877 3,688 95.5 49.3 16.6 16.6 13.0 4.5 3.0 1.5 6.4 (1.7) (3.5) 30.8 34.0 13.9 49.8 (24.6) 4.8 6.1 12.6 (3.8) 3.0 4.6 2.6 9.1 TOTAL 241,301 100.0 246,334 100.0 259,324 100.0 7.5 5.3 101 - Banco do Brasil – MDA 1Q09 7.6.3 Cards Fee Income associated with card transactions continue to grow at a strong pace. These income ended the quarter at R$ 321 million in 1Q09, reflecting a 25.5% growth as compared to the same period in the previous year. As a consequence of the effort of the network of branches, and of the establishment of partnerships with retail networks diversify the channels of supply, Banco do Brasil has managed not only to increase the base of credit cards issued, but also to significantly increase the quantity of transactions and the total sales. The quantity of transactions exhibited a downslide of 4.5% in relation to the previous quarter, but expansion of 19.3% over 1Q08. The total sales presented a downslide of 7.1% in the quarter and growth of 24.1% in the year. The slight drop in these indicators in relation to the previous quarter is motivated, in addition to the lower quantity of business days, by the fact that the basis of comparison is inflated, as in 4Q08 there is more robust growth due to the holidays and Christmas shopping. The total card base, which includes credit and debit cards besides cards of partnerships and intended for non-checking account holders, attained 76.8 million, a quantity 11.3% higher than in 1Q08 and 0.3% over the prior quarter. Of the total cards, 67.3% are exclusively debit. The composition of transactions is slightly different: 50.8% of the transactions for credit cards and 49.2% for debit cards. If the numbers of BNC were considered, the card base would be increased by 11.7 million cards in 1Q09, with 1.8 million credit cards and 9.9 million debit cards. Further information can be consulted in the "Nossa Caixa - Net Income 1Q09" report, available on the website of the institution and in www.bb.com.br/ri. Debit Card s (in million ) Credit Car ds (in million) 25.2 21.3 16.7 Jun/07 25.3 25.7 51.2 25.7 22.4 43.4 44.7 47.2 52.0 52.7 52.9 48.2 18.8 Sep /07 Dec/07 Mar/08 Jun/08 Sep /08 Dec/08 Mar/09 Jun/07 Sep /07 Dec/07 Mar/08 Jun/08 Sep /08 Dec/08 Mar/09 Figure 42. Credit and Debit Cards Consequence of the satisfactory performance evidenced above, BB has been gaining market share in the indicators monitored by ABECS (Brazilian Association of Credit Card and Service Companies). In total sales the market share climbed steeply from 17.7% in 1Q08 to 18.7% in 1Q09. The total sales with debit cards attained 27.5% in 1Q09, as opposed to 26.2% in 1Q08. The total sales with credit cards went from 14.3% in 1Q08 to 15.1% in 1Q09. 102 - Banco do Brasil – MDA 1Q09 R$ billion 6.2 6.4 7.3 8.9 7.8 5.0 5.3 6.5 6.9 7.3 8.2 8.3 8.9 9.7 10.4 10.2 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 Credit Cards Debit Cards Figure 43. Card Revenues The total revenues obtained with cards, which besides Fee Income (RPS) includes Financing Revenue, Inflation Accounting Revenue and Other Revenues and Other Services, reached R$ 1,047 million, growth of 42.1% in relation to the same prior-year period. Table 84. Fee Income from Cards R$ million Chg. % Quarterly Flow 1Q08 4Q08 1Q09 On 1Q08 On 4Q08 Fee Income - Cards Financing Income Equity Income - Visanet Other Income and Other Services 256 274 119 88 330 496 66 136 321 512 107 107 25.5 86.8 (10.3) 22.1 (2.6) 3.3 62.6 (21.6) Total Revenues 737 1,027 1,047 42.1 1.9 103 - Banco do Brasil – MDA 1Q09 7.6.4 Collections Revenues from collections reached R$ 257 million in 1Q09, an increase of 3.2% in 12 months and a decrease of 5.5% in relation to 4Q08. The reduced quantity of business days influenced not only the total income earned, but also contributed toward the reduction of 10.4% in the volume collected in the quarter, which ended 1Q09 at R$ 125.6 billion reais, referring to 121.1 million payment slips issued. Figure 44. BB Billings Volume 104 - Banco do Brasil – MDA 1Q09 4Q07 1Q08 3Q08 140,065 134,621 125,183 2Q08 4Q08 125,562 3Q07 119,190 100,522 2Q07 110,546 98,111 R$ million 1Q09 7.7 Administrative Expenses Table 85. Commercial Income R$ million Chg. % Quarterly Flow Contribution Margin Administrative Expenses Personnel Expenses Other Administrative Expenses Other Tax Expenses Commercial Income 1Q08 4Q08 1Q09 6,415 (3,561) (1,801) (1,734) (26) 2,854 7,305 (4,515) (2,301) (2,043) (170) 2,791 6,819 (3,973) (2,129) (1,801) (43) 2,846 On 1Q08 On 4Q08 6.3 11.6 18.2 3.9 66.8 (0.3) (6.7) (12.0) (7.5) (11.8) (75.0) 2.0 Commercial income represents the Bank’s business earnings after the deduction of the expenses necessary for carrying on the business. An improvement of 2.0% was observed in commercial income in 1Q09 in relation to the preceding quarter, and in the YoY comparison, practical stability, negative variation of 0.3%. It is emphasized that as of the fourth quarter of 2008, with the acquisitions of BESC and BEP, there was an impact on Administrative expenses of R$ 74 million in 1Q09 (R$ 80 million in 4Q08), expenditures that did not constitute 1Q08. The graph below shows the development of commercial income based on 2Q07. Basis 2Q07 15.2% 13.2% 7.3% 2Q07 3Q07 4Q07 Net Financial Income Figure 45. Changes in Commercial Income 105 - Banco do Brasil – MDA 1Q09 1Q08 2Q08 Contribution Margin 3Q08 4Q08 1Q09 Commercial Income 7.7.1 Personnel Expenses Personnel Expenses reached R$ 2,129 million in 1Q09, an increase of 18.2% in the year, but with a decrease of 7.5% in relation to the previous quarter. It is emphasized that as of 4Q08 they began to count personnel expenses referring to the takeovers of BESC and BEP, which in this quarter added up to R$ 74.3 million, a sum that did not exist in 1Q08. Table 86. Personnel Expenses R$ million Chg. % Quarterly Flow Personnel Expenses Salaries Benefits Social Charges Training Pension Fund Remuneration for Counselors and Directors Administrative Personnel Provisions 1Q08 4Q08 1Q09 (1,801) (846) (261) (306) (10) (22) (5) (350) (2,301) (1,298) (315) (456) (31) (9) (193) (2,129) (1,033) (308) (356) (9) (29) (9) (385) On 1Q08 On 4Q08 18.2 22.1 17.9 16.7 (8.8) 31.9 72.9 9.8 (7.5) (20.4) (2.2) (21.9) (69.3) 2.8 99.2 The increase observed in personnel expenses in 1Q09, in twelve months, is due mainly to two motives. The base date for the collective bargaining of the banking class ends in September, hence from this date on, the line of expenses reflects expenditures with salary adjustment. The average adjustment in the employee payroll referring to the salary agreement of 2008 was 8.9%. In addition, there was re-composition of the staff that left the Advance Resignation Plan at the end of 2007 and incorporation of the headcount of BEP and BESC. In this quarter, the average headcount is higher than that observed in the same quarter of last year by 6,361 employees. Jun/07 Sep/07 Dec/07 106 - Banco do Brasil – MDA 1Q09 Employees Jun/08 Interns Sep/08 Dec/08 89,534 9,291 98,825 7,966 88,972 96,938 9,543 85,392 94,935 9,475 84,258 93,733 9,384 Mar/08 Total Figure 46. Changes in Workforce 83,417 92,801 9,119 81,855 90,974 9,466 80,048 89,514 9,798 79,310 89,108 The figure below portrays the growth of the total staff at BB. At the end of 1Q09, Banco do Brasil had 98,825 collaborators, a headcount 6.5% higher than that of March 2008 and 1.9% higher than that of December 2008. It is emphasized that this increase is influenced by the takeover of the banks BESC and BEP, which added 3,310 employees to the base of BB. Regarding the BNC employees, there was 14,375 employees and 456 interns in the 1Q09. Mar/09 Some BB productivity ratios are shown below. Assets per Employees - R$ thousand Customers per Employees 317 6,001 5,377 3,932 3,737 3,825 Jun/07 Sep /07 Dec/07 4,363 4,444 308 4,834 301 Mar/08 Jun/08 Sep /08 Dec/08 Mar/09 Jun/07 Sep /07 Dec/07 Mar/08 Jun/08 Employees / (Branch + PAA + PAB) 16.6 Jun/07 Figure 47. Productivity Ratios 107 - Banco do Brasil – MDA 1Q09 16.6 16.7 17.0 17.1 17.3 16.4 Sep /07 Dec/07 Mar/08 Jun/08 Sep /08 Dec/08 310 300 298 295 313 16.8 Mar/09 Sep /08 Dec/08 Mar/09 7.7.2 Other Administrative Expenses Other Administrative Expenses attained R$ 1,801 million in the first quarter of this year, positive variation of 3.9% in twelve months and a downslide of 11.8% in comparison with the preceding quarter. It is emphasized that as of 4Q08, expenditures relating to BESC and BEP started to appear in the Bank's expenses, items that did not appear in 1Q08. Table 87. Other Administrative Expenses R$ million Chg. % Quarterly Flow Other Administrative Expenses Telecommunications and Data Processing Amortization and Depreciation Security. Guard and Transport Services Expenses with Premises and Equipment Marketing and Public Relations Expenses with Outsourced Services Other Administrative Expenses 1Q08 4Q08 1Q09 (1,734) (442) (194) (253) (217) (78) (232) (318) (2,043) (427) (215) (284) (255) (183) (348) (330) (1,801) (433) (218) (282) (248) (114) (267) (240) On 1Q08 On 4Q08 3.9 (1.9) 11.9 11.4 13.9 46.5 15.1 (24.5) (11.8) 1.5 1.3 (0.7) (2.7) (37.9) (23.5) (27.4) Some lines of expenses have seasonal behavior, such as Marketing and Public Relations, with expressive growth in the last quarter with the year-end campaigns. In this quarter, advertising expenses were down R$ 31.4 million, main variation on this line. It is emphasized that in the year 2008, marketing expenses were concentrated in the second semester, as a result, the comparison with 1Q08 was impaired. As refers to Outsourced Services, a reduction of R$ 24.7 million can be verified in relation to specialized technical services, basically in external consulting services used in expansion projects of BB. And on the line of Other Administrative Expenses, we emphasize a reduction of R$ 14.5 million in 1Q09 referring to transfers not performed to Fundação Banco do Brasil. 108 - Banco do Brasil – MDA 1Q09 7.7.3 Distribution Network With national coverage and presence in 3,429 municipalities in the country, which corresponds to 62% of the Brazilian municipalities, besides branches located in 23 countries, Banco do Brasil has the largest branch network in Brazil. At the end of 1Q09, Banco do Brasil’s own service network in Brazil comprised 16,207 points (growth of 883 points in relation to 1Q08) and is classified in the chart below. Please note that 682 points of service originated from the BESC network, of which 252 branches, 158 PAB, 21 PAE, and 250 SAA. The takeover procedures of the 250 self-service rooms were only concluded in 1Q09, which is the reason why these points were not listed in the Performance Analysis report of 4T08. Regarding the distribution network of Nossa Caixa, there were 563 branches, 369 PAB, 1 PAP and 1 PAA. Those numbers are not included in the table below. Table 88. Distribution Network Jun/07 Branches PAA PAB PAE SAA PAP Total Set/07 Dez/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 3,977 188 1,209 5,906 3,879 2 3,984 185 1,208 5,949 3,884 2 4,008 186 1,247 5,948 3,906 2 4,024 187 1,251 5,935 3,925 2 4,052 188 1,249 5,911 3,951 2 4,077 184 1,225 5,969 3,980 3 4,342 187 1,389 6,055 3,987 4 4,354 182 1,360 6,061 4,248 2 15,161 15,212 15,297 15,324 15,353 15,438 15,964 16,207 The Bank’s distribution network is divided into 5 types of points of service, besides the branches: PAA – Advanced Service Post: these are points of service intended for towns lacking banking services. They have a small staff and electronic services; PAB – Banking Service Post: this type of unit is located inside the premises of companies or government offices. This service structure requires one employee and electronic services; PAE – Electronic Service Post: the structure of services is exclusively electronic; SAA – Self-Service Room: exclusively electronic structure of services, installed in the main areas of the branches; and PAP – Payment and collection post: located mainly in government offices (town halls) for carrying out receipts and payments. Employees and automated teller machines provide the service: North Retail 239 Wholesale 2 Govern 7 High Income 2 5.7% 23.9% Midwest Retail 391 Wholesale 5 Govern 5 High Income 10 South Retail 1.057 Wholesale 22 Govern 3 High Income 9 Figure 48. Total Distribution Network 109 - Banco do Brasil – MDA 1Q09 Northeast Retail 995 Wholesale 7 Govern 9 High Income 10 9.4% 35.6% 25.4% Southeast Retail 1.483 Wholesale 46 Govern 5 High Income 47 To render an excellent service and improve the level of satisfaction of clients, Banco do Brasil segments its customer base according to each profile and relationship, developing strategies for the specific segments. The Retail distribution network, which is almost totally responsible for the relationship with Individual clients and Micro and Small Businesses (MSEs), ended the quarter with 4,165 branches. Moreover, in the delivery of services to individuals, emphasis is placed on the bank correspondents that serve the clients of Banco do Brasil without using the Bank's infrastructure, generating cost savings. In 1Q09 Banco do Brasil had a total group of 8,888 banking correspondents, with 5,601 from its own network and 3,287 operating points of Banco Popular do Brasil. The total group of banking correspondents exhibited growth of 43.1% in relation to 1Q08. The banking correspondents network alone was accountable for 14.7 million transactions all over Brazil. In relation to the Wholesale market, the service network is comprised by 81 branches, of which 15 are Corporate and 66 Business branches, serving 39.3 thousand customers. Most of the network is located in the Southeast (57%) and South (27%) regions of Brazil, regions with the largest concentration of large companies. The services are segmented considering the annual sales volumes in accordance with the following table: Table 89. Wholesale Pillar Branches Corporate Business Industry Commerce Services Over R$ 90 million From R$ 10 to R$ 90 million Over R$ 150 million From R$ 10 to R$ 150 million Over R$ 150 million From R$ 10 to R$ 150 million On the other hand, the Government, comprised by direct administration, federal entities, foundations and public companies, was comprised by 29 agencies, whose business focus is the relationship with the Federal Government and the State and Municipal spheres, encompassing the Executive, Legislative, and Judicial Authorities. The strategy of working in this market has ensured appropriate solutions for the specific aspects of each one of the niches of its segment, acting to generate value through solutions with new products and freeing processes from red tape, with the exclusive electronic bidding service. The Banco do Brasil overseas network numbers 43 points of service (13 branches, 11 sub-branches, 11 representation offices and 6 subsidiaries, 1 shared service unit and 1 business unit), in 23 countries. Complementing this structure, BB keeps a relationship with other financial institutions abroad to service its customers, and, at the end of December, had 1,277 banking correspondents active in 142 countries. Table 90. Distribution Network Abroad Branches Sub-branches Representative Offices Subsidiaries Assunção Cascais Caracas Banco do Brasil AG Buenos Aires Cidade do Leste Cidade do México Banco do Brasil Securities LLC Frankfurt Gifu Dubai BB Leasing Company Ltd. Grand Cayman Gunma Hong Kong La Paz Hamamatsu Lima Londres Madri Miami Milão Nova Iorque Paris Santiago Tóquio Ibaraki Nagano Nagóia Parque das Nações Porto Santa Cruz de La Sierra Montevidéu (*) Luanda Panamá Seul Washington Xangai BB Securities Ltd. BAMB Brazilian American Merchant Bank BB Securities Ltd. Londres (*) Unit in process of installation 110 - Banco do Brasil – MDA 1Q09 Shared Services Business Units Units BB USA Servicing Roma Center 7.7.4 Automated Channels 39,952 39,417 39,279 38,692 38,766 39,918 39,714 40,543 Banco do Brasil’s self-service network represents a strategic differential, offering an extensive range of services to BB client, besides supporting the cost control strategy of the institution. In March 2009, BB had a network of 40,543 automated teller machines (ATMs) in Brazil and abroad. The expressive growth, of 1,851 ATM's in relation to March 2008, results, in addition to the investments made, from the takeover of the BESC system. It is important to emphasize that these numbers do not add the 3,711 BNC ATM network. Jun/07 Sep/07 Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 Mar/09 Figure 49. Automated Teller Machines The ATM's are responsible for the processing of an expressive portion of the total banking operations performed by Banco do Brasil. In March 2009, 95.4 % of the cash withdrawals, 82.4 % of the checkbooks delivered, 73.5 % of the deposits and 65.5% of the receipts of bills and contractual payments passed through the ATM network. Besides the cashiers at the branches and the ATMs, Banco do Brasil offers several other options for access to banking services, such as: the Internet, Financial Manager (and Internet banking tool for businesses), POS equipment (credit and debit card machines at the commercial establishments), telephone, fax, and mobile banking (WAP). At the end of the period, BB had 0.7 million clients capable of using the mobile banking service, and8.7 million clients using the internet channel, keeping its leadership in internet banking. Banco do Brasil, in partnership with Visa, is the only bank to operate with Visa Mobile Pay technology in Latin America, which allows the clients of BB to pay for purchases using their mobile phones. This technology, combined with the mobile banking services already offered, confirms the Bank's vanguard position in banking technologies. The figure below presents the percentage of transactions processed by each one of the main customer service channels made available by Banco do Brasil. At the end of the quarter, the automated channels were accountable for 91.3 % of the total transactions. 111 - Banco do Brasil – MDA 1Q09 90.5 90.1 91.1 91.3 5.6 5.9 5.8 6.1 6.3 9.9 8.7 9.2 9.5 8.5 9.5 8.7 9.9 10.9 8.9 9.5 8.7 18.0 18.1 19.3 19.0 20.2 19.3 18.4 13.8 14.1 13.3 16.0 14.4 14.9 14.3 16.3 45.9 46.4 45.6 40.50 42.7 40.6 40.6 40.7 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 90.7 91.3 90.5 2.3 4.1 4.4 7.8 10.1 8.1 9.3 18.3 89.9 TAA Cash Automated Transactions Figure 50. Costumer Access Options 112 - Banco do Brasil – MDA 1Q09 Internet Individuals POS Internet Businesses COBAN e Otherss 7.7.5 Productivity – Coverage Ratios The coverage ratios show the capacity for covering fixed costs using only fee income. The coverage ratio of personnel expenses attained 131.9% in 1Q09, compared to 125.8% in 4Q08 and 150.8% in 1Q08. The deterioration in the indicator in the yearly comparison is a result of the rise in personnel espenses, affected by salary readjustments and by the raise of average quantity of employees due to the incorporation processes. Besides, the legislation of the Bacen that regularizes the customers fee collection begun in April, 2008, not changing the fee income of 1Q08. The coverage ratio for administrative expenses moved from 79.3% in 1Q08 to 71.3% in 1Q09. Service Revenues / Personnel Expenses 150.8 127.4 131.2 2Q07 3Q07 120.2 4Q07 1Q08 136.4 134.6 125.8 131.9 2Q08 3Q08 4Q08 1Q09 Service Revenues / Administrative Expenses 79.6 68.9 70.4 65.2 2Q07 3Q07 4Q07 1Q08 74.9 73.8 2Q08 3Q08 71.3 66.9 4Q08 1Q09 Figure 51. Coverage Ratios Table 91. Coverage Ratios 2Q07*** Fee Income Administrative Expenses Personnel Expenses Fee Income / Personnel Exp.* Fee Income / Administ. Exp.** 2,437 3,535 1,914 127.4 68.9 3Q07 2,498 3,550 1,905 131.2 70.4 4Q07 2,590 3,972 2,155 120.2 65.2 1Q08 2,915 3,660 1,933 150.8 79.6 2Q08 2,905 3,877 2,131 136.4 74.9 3Q08 2,933 3,972 2,178 134.6 73.8 4Q08 3,058 4,571 2,430 125.8 66.9 R$ million 1Q09 2,943 4,128 2,231 131.9 71.3 * In the calculation of this ratio Labor Lawsuits are included, ** In the calculation of this ratio Legal Risk is included (Legal Claims and Labor Lawsuts), *** The amounts referring to the Suspension of Previ Contributions - Plan I and PAA were included in the calculation of Personnel Expenses of 2Q07. 113 - Banco do Brasil – MDA 1Q09 Despite the expansion of the service network, necessary to meet the constant increase in the customer base, BB has kept its cost structur;e compatible with its generation of business, as seen in the graphs below: Loa n Port folio / P oints of Service Service Revenue s / Points of S erv ice 11.3 12.4 13.1 14.1 9.9 10.5 14.1 9.6 15.2 15.2 15.3 15.3 15.4 15.4 16.0 16.2 Mar/08 Jun/08 Sep /08 Dec/08 Mar/09 Jun/07 Sep /07 Dec/07 160 .7 164 .2 169 .3 15.2 15.2 15.3 Jun/07 Poin ts of Ser vice Credit Portfo lio / Points of Service - R$ million 22.0 Jun/07 23.7 21.6 Poin ts of Ser vice Sep /07 Dec/07 Mar/08 Jun/08 4,893 23.8 Sep /08 Dec/08 190 .0 15.3 15.4 15.4 Mar/09 4,954 5,038 5,100 5,252 5,490 20,807 18,107 8,888 13,448 9,902 14,756 10,538 6,985 2,943 2005 2006 Service Revenues * Annualized Figure 53. Business vs. Expenses 114 - Banco do Brasil – MDA 1Q09 16.2 Mar/09 5,133 5,186 Jun/07 Sep /07 Dec/07 Mar/08 Jun/08 Sep /08 Dec/08 Mar/09 24,108 7,648 16.0 Ser vice Re ven ues / Points of Service - R$ tho usa nd R$ million 13,020 181 .6 Sep /08 Dec/08 Figure 52. Productivity Ratios 16,709 12,398 191 .5 Cus tom ers / (Branch + PAA + PAB) 25.1 23.0 22.5 189 .2 Sep /07 Dec/07 Mar/08 Jun/08 Personnel Expenses pe r Employ ee - R$ thousand 21.6 190 .2 2007 Net Interest Margin 2008 3,973 1Q09 Administrative Expenses 7.8 Operating Income Table 92. Operating Income R$ million Chg. % Quarterly Flow 1Q08 Commercial Income Legal Risk Legal Claims Labor Lawsuits Other Operating Income Eq Int. in Results of Subs. and Affil. Res. from Insur., Pesion Plan and Capitalization Op. Other Operating Income / Expenses Other operating income Other operating expenses Operating Income 2,854 (125) 6 (132) (424) (115) 101 (410) 879 (1,290) 2,305 4Q08 2,791 (226) (97) (129) (189) (3) 353 (539) 1,230 (1,769) 2,375 1Q09 2,846 (197) (95) (102) (550) (5) 303 (849) 795 (1,643) 2,099 On 1Q08 (0.3) 57.5 (22.7) 29.7 (95.7) 201.1 106.9 (9.6) 27.4 (8.9) On 4Q08 2.0 (12.8) (1.8) (21.1) 191.0 48.9 (14.2) 57.5 (35.4) (7.1) (11.6) The Operating Income ended the quarter at R$ 2,099 million, which represents a decrease of 11.6% in comparison with 4Q08 and of 8.9% in comparison with 1Q08. The operating income is determined with a basis on the Commercial Income, plus the results of two major lines: "Legal Risk" and "Other Operating Income / Expenses". As can be observed in the table above, the expenses with provisions for legal risk showed growth of 57.5% in the annual comparison, but a decrease of 12.8% in comparison with 4Q08. The performance in the quarter is basically due to the decrease of 21.1% in the expenses with provisions for labor claims. The account “Other Operating Income” is compound by the items “Equity Interest in Results of Subsidiaries and Affiliated”, “Results from Insurance, Pension and Capitalization Operations” and “Other Operating Income / Expenses”. The Equity Interest in Results of Subsidiaries and Affiliated presented a improve comparing to the previous year, decreasing the deficit in this line from R$ 115 million to R$ 5 million. In the quarter comparison there was stability in this line. The Results from Insurance, Pension and Capitalization Operations registered growth of 201.1% comparing to the last year, and a decrease of 14.2% comparing to the last quarter. The Other Operating Income / Expenses recorded a 57.5% drop over the last quarter and a 106.9% drop in twelve months. This line performance was impacted by “Other Operating Expenses” that fell 7.1% in the quarter and rose 27.4% in twelve months. We present below the main items that influenced the performance of this line, in relation to the previous year: R$ 74 million - reclassification of provisions from ‘with loan characteristics’ to ‘without loan characteristics’; R$ 90 million - increase in expenses with premiums paid to customers; R$ 70 million - increase in expenses with card relationship programs. The growth on this line results from the natural increase of credit and debit card base, and from the revenues provided by this business; R$ 30 million - expenses with interest, due to the restatement of the installments related to the of the acquisition of the controlling of Banco Nossa Caixa. 115 - Banco do Brasil – MDA 1Q09 7.9 Net Value Added The table Net Value Added shows how Banco do Brasil’s income is made up of the generation of value from each of the Bank’s businesses, and then shows a breakdown of the distribution of these proceeds. The point of view used is the net interest income, which includes financial intermediation income and expenses, without allowances for loan losses. Table 93. Net Value Added Net interest income Income from Non-Financial Products Account Fees Investment Fund Management Fees Loans Billings Collections Credit Cards Fees Insurance Others Insurance – Brokerage Insurance – Results Others Fee Income Equity Interest in Results of Subs.and Affil. Res. from Insurance, Pension Plan and Capitalization Operations Other Operational Revenues Non Operation Income Value Added Distribution of Value Added Operational Revenues Provision for Credit Risk Other Operational Income Personnel Expenses Personnel Expenses Statutory Profits Sharing Administrative Expenses Tax Expenses Taxes on Sale Other Tax Expenses Income and Social Contribution Taxes Extraordinary Items Value Added to Shareholders 116 - Banco do Brasil – MDA 1Q09 R$ million Quarterly Flow Chg. % 1Q08 4Q08 1Q09 On 1Q08 On 4Q08 5,568 7,077 6,985 25.4 (1.3) 2,116 2,212 2,130 0.6 (3.7) 731 836 799 9.2 (4.4) 477 465 445 (6.6) (4.3) 264 161 157 (40.5) (2.3) 249 272 257 3.2 (5.5) 109 119 110 0.5 (7.2) 256 330 321 25.5 (2.6) 30 30 40 35.5 35.6 1,889 2,431 1,923 1.8 (20.9) 111 185 127 15.2 (31.0) 133 150 157 17.3 4.2 689 662 686 (0.3) 3.8 (248) (154) (162) (34.9) 5.2 101 353 303 201.1 (14.2) 879 1,230 795 (9.6) (35.4) 224 5 16 (92.6) 236.9 9,573 11,720 11,038 15.3 (5.8) (7,225) (8,775) (9,372) 29.7 6.8 (2,824) (4,009) (4,134) 46.4 3.1 (1,534) (2,240) (2,491) 62.4 11.2 (1,290) (1,769) (1,643) 27.4 (7.1) (2,233) (2,628) (2,413) 8.0 (8.2) (1,933) (2,430) (2,231) 15.5 (8.2) (301) (198) (181) (39.8) (8.3) (1,728) (2,140) (1,897) 9.8 (11.4) (1,229) (1,316) (1,237) 0.7 (6.0) (534) (589) (618) 15.6 4.8 (26) (170) (43) 66.8 (75.0) (669) (557) (577) (13.8) 3.7 789 1,318 309 (60.9) (76.6) 2,347 2,944 1,665 (29.1) (43.4) 8 – Risk Management 8.1 Risk Management In this quarter, some tables and figures in this chapter were changed by the consolidation of Nossa Caixa (BNC) data. To make the reading and understanding easier, we identified in the text the referred tables that consider BNC numbers. 8.1.1 Market Risks Introduction BB uses statistical and simulation methodologies to measure the market and liquidity risks of its positions. Among them, it is worth highlighting: • Value at Risk (VaR); • Sensitivity (parallel shift and curvature of risk factors); • Stress test. The Value at Risk (VaR) is a measure of the maximum loss expected in monetary values, under routine market conditions, in a given timeframe, given a confidence interval. At BB, the VaR is measured by the historical simulation methodology, with a confidence interval of 99%, for the investment timeframe of 1 (one) day. The Historical Simulation methodology employs interest rate changes, market ratios, foreign exchange rates, shares, and commodities. This methodology undergoes a process of backtesting, which consists of comparing the distribution of the values calculated with the financial results actually occurred. With a view to determining the sensitivity of the Bank’s capital to the impacts of extreme market movements, stress scenario tests are carried out. These scenarios are constructed from shocks in the market, and are based on significant historical moments or forecast economic-financial scenarios. Policies The Policy on Market and Liquidity Risk and the Policy on the Use of Derivative Financial Instruments approved by the Board of Directors, are part of the strategic documentation regarding the BB's market and liquidity risk management. These documents are intended to establish guidelines to be complied with in the Company's business decisions involving market and liquidity risk, dealing with quantitative aspects as well as the metrics used and the interest rate risk reference parameter, and also qualitative aspects such as the hedging policy, scope of management, and segregation of functions. Structure In accordance with CMN Resolution 3,464, of 6.26.2007, financial institutions should implement a structure for the management of market risk segregated from the business units and from the unit executing the internal audit activity, and compatible with the nature of transactions, the complexity of products and the dimension of exposure to market risk of the institution. The Bank has a market risk management structure represented by the Risk Management Directorate (Diris), compatible with the Bank's nature of transactions, and totally segregated from the business units and the Internal Audit unit. One of the main responsibilities of Diris in market and liquidity risk management is the proposition of policies, guidelines, methodologies and limits of market risk, as well as the identification, assessment, monitoring and control of the market and liquidity risk of the Financial Group, the identification and 117 - Banco do Brasil – MDA 1Q09 monitoring of the market and liquidity risk of the other companies that form the Economic/Financial Consolidate. Foreign Exchange Exposure Banco do Brasil adopts the policy of foreign currency exposure so as not to generate capital requirement for its coverage. Below, we present the management statement of foreign currency assets and liabilities referenced to the American dollar, position at 03/31/2009: Table 94. Balance in Foreign Currency R$ thousand ASSETS Current and Long-Term Assets Available Funds Short-Term Interbank Investments Securities Interbank Accounts Intrabank Accounts Loans / Leasing Other Assets Permanent Investiments Property and Equipaments Leasing Assets Deferred 61,368,903 61,294,445 881,452 20,502,545 4,730,553 18,666,735 16,513,160 74,459 23,639 34,034 16,786 R$ thousand LIABILITIES Current and Long-Term Liabilities Deposits Demand Deposits Saving Deposits Interbank Deposits Time Deposits Money Market Borrowing Funds from Acceptance and Securities Placed Interbank Accounts Intrabank Accounts Borrowing / Onlending Financial Derivatives Other Accounts Payable Unearned Income Shareholder’s Equity 64,891,390 64,882,074 27,292,740 2,331,755 2,616,591 6,627,370 15,717,024 6,553,704 842,989 1,372,792 9,933,146 1,612,152 17,274,550 9,316 - OTHER ASSETS AND LIABILITIES Off Balance TOTAL ASSETS 130,259 61,499,163 Off Balance TOTAL LIABILITIES NET 64,891,390 3,392,227 Brasil’s foreign exchange exposure calculated according to Bacen Circular 3,389, of 06.25.08 was R$ 1,182 million, at March 31, 2009, also considering Banco Nossa Caixa. 118 - Banco do Brasil – MDA 1Q09 The chart that follows shows the quarterly behavior of Banco do Brasil’s foreign exchange exposure in relation to the Referential Equity Amount (RE) since March/2007: Foreign Exposure Exchange - % of RE 5.00% 4.00% 0.22% 0.33% 3.00% 2.37% Exposure % Current Basket 2.83% 0.34% 0.28% 0.18% 0.20% Jun/08 Sep/08 Exposure % Other Currencies Mar/09 1.21% 2.40% Dec/08 1.23% Dec/07 1.26% Mar/08 2.00% Sep/07 0.00% 1.77% 2.01% 1.04% 3.41% Jun/07 1.00% 0.08% 0.19% Mar/07 2.00% 3.30% 0.26% “ G “ Portion Figure 54. Changes in Foreign Exchange Exposure Balance Sheet by Index Banco do Brasil manages its expositions in a consolidated manner, analysing the impacts of several scenarios and stress tests. We present below the composition of assets and liabilities of Banco do Brasil in the country, detailed by index: R$ billion Assets Liabilities 119.1 221.1 Fixed CDI/TMS/FACP IRP/TBF/TR Price Index TJLP US$/Gold W/O Index Assets: Tax Credit; Permanent Liabilities: Equity; Adm. Pro.; Float 131.3 121.2 95.4 47.6 15.3 27.6 44.8 5.9 27.4 48.3 32.1 21.7 39.2 78.8 Total R$ 538.7 bi Figure 55. Composition of Banco do Brasil's assets and liabilities in the country 119 - Banco do Brasil – MDA 1Q09 The chart below shows Banco do Brasil’s net mismatches, by index in Brazil. R$ billion – 12.31.08 18.93% 101.9 1.75% 9.4 0.05% 0.3 -3.5 -0.65% Fixed Price Index TJLP -10.3 -10.4 -1.91% -1.94% -39.6 -47.8 -7.35% -8.88% US$/Others CDI/TMS/FACP W/O Index PL/Others IRP/TBF/TR Figure 56. Net Position Portfolios BB Consolidated The consolidated portfolio of Banco do Brasil is formed by asset and liability positions, comprised of commercial and treasury operations, including derivative financial instruments, recorded in the consolidated balance sheet of the BB Conglomerate, considering all the market risks. The figure below shows a Box-Plot analysis of the Consolidated BB Value at Risk (VaR) since the second quarter of 2007. 1,400,000 1,200,000 1,000,000 800,000 600,000 400,000 200,000 0 2Q 2007 3Q 2007 4Q 2007 Figure 57. Financial Consolidated BB VaR 120 - Banco do Brasil – MDA 1Q09 1Q 2008 2Q 2008 3Q 2008 4Q 2008 1Q 2009 st The increase observed in the VaR in the 1 quarter 2009, was caused mainly by changes in methodologies with increase of confidence interval from 95% to 99% and of historical window from 150 to 252 weekdays, implemented from march 2009 on. The following table describe the BB Consolidated minimum, average, and maximum VaR observed on the following periods: Table 95. Consolidated BB VaR R$ thousand Minimum Average Maximum Period Jan to Dec/2007 Jan to Dec/2008 Jan to Mar/2009 89,850 89,426 389,597 135,094 167,455 212,117 652,740 698,069 1,301,299 BB Foreign Network The consolidated portfolio of the Abroad Network is made up of the positions of assets and liabilities, comprising commercial, financial, derivative and securities transactions, recorded in the balance sheets of Banco do Brasil’s units located abroad. The figure below shows a Box-Plot analysis of the Consolidated Abroad Network's VaR since the second quarter of 2007. 70,000 60,000 US$ thousand 50,000 40,000 30,000 20,000 10,000 0 2Q 2007 3Q 2007 4Q 2007 1Q 2008 2Q 2008 3Q 2008 4Q 2008 1Q 2009 Figure 58. Consolidated Abroad Network's VaR The following table describe the Abroad Network's minimum, average, and maximum observed on the following periods: Table 96. Foreign Network's VaR Period Jan to Dec/2007 Jan to Dec/2008 Jan to Mar/2009 121 - Banco do Brasil – MDA 1Q09 US$ thousand Minimum Average Maximum 6,695 14,349 9,056 19,657 21,842 35,088 41,515 41,887 59,930 BB Trading portfolio For management purposes, Banco do Brasil separates trading operations from the others, establishing its own strategies and limits. The portfolios shown below, International and Domestic Trading, are subdivisions of the Trading Portfolio (Bacen Circular 3,354), presenting greater appetite for risk and return. The illustration below shows a Box-Plot analysis of the International Trading portfolio's VaR since the second quarter of 2007. 1,200 1,000 US$ thousand 800 600 400 200 0 2Q 2007 3Q 2007 4Q 2007 1Q 2008 2Q 2008 3Q 2008 4Q 2008 1Q 2009 Figure 59. Fixed Interest Rate Portfolio's VaR The table below sets out the average, minimum and maximum V@R of the international trading portfolio observed in the periods shown: Table 97. International Trading Porfolio’s VaR Period Jan to Dec/2007 Jan to Dec/2008 Jan to Mar/2009 122 - Banco do Brasil – MDA 1Q09 US$ thousand Minimum Average Maximum 102 218 220 655 600 228 1,114 952 239 The illustration below shows a Box-Plot analysis of the Domestic Trading portfolio's VaR since the second quarter of 2007. 4,000 3,500 R$ thousand 3,000 2,500 2,000 1,500 1,000 500 0 2Q 2007 3Q 2007 4Q 2007 1Q 2008 2Q 2008 3Q 2008 4Q 2008 1Q 2009 Figure 60. VaR for the International Trading portfolio The increase of VaR observed since the last quarter of 2008, was caused mainly by the improvement of the construction methodologies of the Bank's corporate curves, implemented as of November/2008, used for market risk management purposes. The following table describes the Domestic Trading portfolio's minimum, average, and maximum VaR for the following periods: Table 98. VaR for the International Trading Period Jan to Dec/2007 Jan to Dec/2008 Jan to Mar/2009 123 - Banco do Brasil – MDA 1Q09 R$ thousand Minimum Average Maximum 0 0 0 382 657 1,601 1,584 3,792 2,582 Sensitivity to Interest Rate We present below a table containing the inventory of operations sensitive to the variations in the interest rates, allocated by risk factor and by interest rate repricing period, of the Banco do Brasil group: Table 99. Sensitivity to Interest Rate R$ million < 1 Mo 1 > 3 Mo 3 > 6 Mo 6 > 12 Mo 1 > 3 Yrs > 3 Yrs Tot al Assets Fix ed 102 ,84 7 CDI/TMS 119 ,50 4 0 0 0 0 0 119 ,50 4 Inf lat ion 0 15,276 0 0 0 0 15,276 TR/IRP 0 47,557 0 0 0 0 47,557 812 26,828 0 0 0 0 27,640 8,791 4,821 7,679 8,081 5,013 6,151 40,535 231 ,95 4 107 ,16 7 29,398 33,633 37,491 20,124 459 ,76 6 (60 ,27 8) (10 ,35 9) (5,890 ) (8,771 ) (12 ,82 0) (9,149 ) (10 7,2 67) (12 9,8 11) 0 0 0 0 0 (12 9,8 11) TJLP US$/ME Tot al - Earning Asset s Fix ed Lia bilities CDI/TMS 12,685 21,719 25,551 32,479 13,973 209 ,25 5 Inf lat ion 0 (5,860 ) 0 0 0 0 TR/IRP 0 (95 ,39 1) 0 0 0 0 (95 ,39 1) TJLP US$/ME Tot al - Inte res t Bearing Liabilities (5,860 ) (69 1) (26 ,66 8) 0 0 0 0 (27 ,36 0) (11 ,60 7) (5,248 ) (6,907 ) (10 ,09 9) (8,679 ) (1,498 ) (44 ,03 8) (20 2,3 88) (14 3,5 26) (12 ,79 7) (18 ,87 1) (21 ,49 8) (10 ,64 7) (40 9,7 26) Int ere st Sensit ivity GAP 29,566 (36 ,35 9) 16,600 14,762 15,993 9,477 50,040 Accumula ted G AP Accum. G AP as % Asset s ( tha t e arn interest ) 29,566 8.6% (6,793 ) (2.0% ) 9,808 2.9% 24,570 7.2% 40,563 11.8% 50,040 14.6% 10.9% 124 - Banco do Brasil – MDA 1Q09 8.1.2 Liquidity Risk Banco do Brasil maintains levels of liquidity that are adequate for the institution's commitments assumed in Brazil and abroad, resulting from its broad and diversified depositor base and the quality of its assets, the capillarity of its network of overseas branches and of access to the international capital market. Stringent control over liquidity risk is in accordance with the Market and Liquidity Risk Policy established for the Conglomerate, fulfilling the requirements of national banking supervision and of the other countries where the Bank operates. Management instruments adopted in the Conglomerate are: • • • Short, Medium and Long Term Liquidity Forecasts. Risk Limits. Liquidity Contingency Plan. Short, Medium and Long-term Liquidity Forecasts permit the evaluation of the effect of mismatching between funding and investments, with the objective of identifying situations that could compromise the institution's liquidity. Take into consideration the budget planning of the institution, as well as market conditions. The Liquidity Reserve, monitored daily, is the limit of risk utilized in short term liquidity management of the domestic and international areas. It is the minimum level of assets of high liquidity to be maintained by the Bank, compatible with the exposure to risk resulting from the characteristic of its operations and from the market conditions. This Reserve is utilized as a parameter for the identification of a possible liquidity crisis and potential engagement of the Liquidity Contingency Plan. apr/08 may/08 jun/08 jul/08 aug/08 sep/08 Average Liquidity oct/08 nov/08 dec/08 jan/09 feb/09 mar/09 Liquidity Reserve Figure 61. Liquidity Reserve - Domestic Treasury A minimum limit for the Indicator of Availability of Free Funds (DRL) is defined annually by the Global Risk Committee (CGR) for management of the liquidity structure from the domestic area. This indicator, utilized in the planning and in the execution of the institution's budget, aims to guarantee a balance between funding and application of resources from the commercial portfolio and to ensure the financing of liquidity with structural resources. The DRL limit, monitored monthly, guides budget preparation according to funding and commercial investment goals and the liquidity management established by the Board of Directors. 125 - Banco do Brasil – MDA 1Q09 apr/08 may/08 jun/08 jul/08 aug/08 sep/08 oct/08 nov/08 dec/08 Monthly DRL jan/09 feb/09 mar/09 Annual Limit Figure 62. DRL Indicator After the implementation of the liquidity re-composition plan started in June 2008, resulting in the adaptation of the DRL limit to that year, CRG established a new limit for 2009, with a view to the business strategy and the market conditions. apr/08 may/08 jun/08 jul/08 aug/08 sep/08 Average Liquidity oct/08 nov/08 dec/08 jan/09 feb/09 mar/09 Limit Figure 63. Liquidity Reserve - International Treasury The actions and steps to be taken in a liquidity crisis are defined in the Liquidity Contingency Plan. This Plan will be activated when the sum shown or the Liquidity projection points to levels below the Liquidity Reserve's pre-defined limit . 126 - Banco do Brasil – MDA 1Q09 8.1.3 Credit Risk Credit Risk Management With the intention of fulfilling the demands of Basel II and aligned with best risk management practices, the BB developed its own methodology for the determination of risk components: Expected Default Frequency (FEI), Loss Given Default (LGD), exposure to credit risk, which are inputs for the measurement of the Economic Capital (EC) and of the Expected Loss (EL). The internal model for measuring the VaR of credit has its theoretical grounds based on the actuarial approach, which is widely divulged nowadays in the banking industry. The VaR of the loan portfolio is associated with a distribution of added loss for a given level of confidence. The mean value of this distribution is the Expected Loss, which represents how much the Bank expects to lose on average in a given period of time, the protection of which is performed by means of provision. Now the Economic Capital, which is associated with Unexpected Loss, is determined by the difference between VaR and EL. For this portion the Bank protects itself by allocating capital for risk coverage. Frequency % Reliance Level (%) EL Economic Capital VaR Losses - $ Figure 64. Measuring and management instruments The distribution of aggregate loss is generated utilizing the following risk components as data input: EDF, LGD and exposure subject to credit risk. In relation to these risk components, the Bank has been working on the optimization of its modeling. The measurement of the VaR of Credit provides subsidies for the appraisal of risk and return of the Bank's loan portfolio, and for the process of establishment of limits for the loan portfolio. Its evaluation has helped in the decision-making process of the Bank, bringing historical information and permitting an analysis of the risk behavior trend. Furthermore, its use has proved extremely valuable in the dissemination of the credit risk management culture at the Bank. As regards the evaluation of the return, the values of EL and EC serve as inputs for the calculation of the Risk-Adjusted Return on Capital (RAROC). The use of RAROC is intended to subsidize important 127 - Banco do Brasil – MDA 1Q09 decision-making processes at the Bank. Its tracking in the historical perspective for the portfolios analyzed has allowed the assessment of risk and return to be present in the decisions of the Institution. The Bank developed a credit risk concentration control method, analyzing the interrelation among the various economic sectors that comprise the business loan portfolio. This model evaluates the concentration with a basis on the credit risk of the borrowers -Herfindhal Index. Besides the use of techniques for identification and quantification of concentration, BB monitors and controls the concentration of credit risk in terms of risk/exposure as an important tool to subsidize decisions regarding the definition of risk exposure limits. BB has management tools of credit risk appraisal, with an emphasis on: • • • • • VaR and RAROC - utilized in the evaluation of the Business segment, in the view of sectors of the economy, as a subsidy to the decision of definition of macrosectoral limits. QIP - Quality Index of the Portfolio - qualitative and quantitative indicator of the portfolio. The default concept follows the precepts defined by CMN Resolution 2,682/99. Deliquency Rates of 15 and 90 days - correspond to the division of the balance overdue for more than 15 and 90 days, respectively, by the balance of the portfolio. Budget of credit risk - corresponds to the projection of PCLD to form the annual budget of BB. Credit risk management reports - systematic monitoring and projections for the loan portfolio from different views. 128 - Banco do Brasil – MDA 1Q09 Concentration BB's amplified Loan Portfolio, formed by the portfolio of loans in the country and abroad, guarantees granted and Private Securities, totaled R$ 240,607 million in March 2009. In this amount there are not considered R$ 13,825 million of BNC, which if considered would result in a Credit Portfolio of R$ 254.432 million. About BB amplified credit portfolio, 24.2% of the operations are concentrated in the 100 largest borrowers against 23.9% in december 2008, according to the table below: Table 100. Concentration of the Loan Portfolio on the 100 Largest Borrowers Period 1st Customer Jun/07 Set/07 Dez/07 Mar/08 Jun/08 Set/08 Dez/08 Mar/09 Period Jun/07 Set/07 Dez/07 Mar/08 Jun/08 Set/08 Dez/08 Mar/09 1.4 1.5 1.5 2.3 2.3 2.3 2.4 2.6 Portfolio 2nd to 20th Balance 2,099 2,257 2,467 4,185 4,658 4,811 5,576 6,203 Colateral 145,233 150,184 160,739 172,760 190,082 202,201 224,808 228,046 Balance 7.7 9.7 9.8 8.6 10.6 10.5 11.2 10.9 Securities 3,441 4,034 4,689 5,864 6,582 7,132 8,220 7,899 21st to 100th 11,531 15,103 16,299 15,539 21,222 22,505 26,644 26,184 100th largest Balance 10.6 10.8 10.1 10.2 10.4 9.9 10.3 10.7 15,783 16,801 16,911 18,394 20,965 21,113 24,454 25,794 19.7 22.0 21.3 21.2 23.3 22.7 23.9 24.2 R$ million Balance 29,413 34,161 35,677 38,118 46,844 48,429 56,675 58,180 Total 752 1,071 1,679 1,431 3,965 4,284 4,175 4,662 149,426 155,289 167,107 180,055 200,629 213,617 237,203 240,607 The ratio between the exposure of the largest borrower and the Referential Equity Amount ended September 2008 in 13.0%, as per the table below: th Table 101. Concentration of the Loan Portfolio of the 100 Largest Borrowers in relation to RE Period Jun/07 Set/07 Dez/07 Mar/08 Jun/08 Set/08 Dez/08 Mar/09 1º Customer Balance 6.7 7.0 7.1 11.5 13.8 13.4 12.6 13.0 129 - Banco do Brasil – MDA 1Q09 2,099 2,257 2,467 4,185 4,658 4,811 5,576 6,203 2º to 20º 36.6 46.5 46.7 42.7 62.7 62.5 60.4 55.0 Balance 11,531 15,103 16,299 15,539 21,222 22,505 26,644 26,184 21º to 100º 50.1 51.7 48.5 50.6 61.9 58.7 55.4 54.1 Balance 15,783 16,801 16,911 18,394 20,965 21,113 24,454 25,794 100 largest 93.3 105.2 102.2 104.8 138.4 134.6 128.5 122.1 R$ million Balance 29,413 34,161 35,677 38,118 46,844 48,429 56,675 58,180 The amplified business loan portfolio totaled R$ 144,086 million in March/2008. The greatest concentration is in transactions contracted with companies from the Oil macro sector that corresponds to 10.3% of the amplified business portfolio, growth of 55.7% in the last 12 months. The distribution of the Loan Portfolio Economic Macro Sectors is shown in the table below: Table 102. Concentration of the Loan Portfolio by Macro-sector R$ million Change % Macro-sector Mar/08 Foodstuffs of Animal Origin Foodstuffs of Vegetable Origin Automotive Beverages Wholesale Trrade and Sundry Ind. Retail Trade Building Leather and Shoes Other Activities Electrical and Eletronic Goods Electricity Agricultural Consumables Timber and Furniture Metalworking and Steel Paper and Pulp Oil Chemicals Services Telecommunications Textiles and Garments Transport Total 9,515 11,517 11,019 8,058 5,131 6,429 2,059 6,108 4,610 4,581 4,195 4,319 4,042 4,420 3,608 3,169 2,593 1,728 1,907 2,385 1,526 102,918 Internal Loan Portfolio Abroad Loan Portfolio Garantees Securities Total 130 - Banco do Brasil – MDA 1Q09 85,123 10,499 5,864 1,431 102,918 Part.% 9.2 11.2 10.7 7.8 5.0 6.2 2.0 5.9 4.5 4.5 4.1 4.2 3.9 4.3 3.5 3.1 2.5 1.7 1.9 2.3 1.5 100.0 Dec/08 14,131 14,224 13,838 9,044 8,287 8,790 7,268 7,405 7,015 6,213 5,621 5,493 5,378 5,457 4,804 4,132 3,644 2,433 3,009 2,751 1,751 140,686 115,191 15,106 8,220 4,175 142,693 Part.% 10.0 10.1 9.8 6.4 5.9 6.2 5.2 5.3 5.0 4.4 4.0 3.9 3.8 3.9 3.4 2.9 2.6 1.7 2.1 2.0 1.2 100.0 Mar/09 14,815 14,045 13,691 11,372 8,695 8,396 7,578 7,382 7,344 6,613 5,647 5,450 5,408 5,315 4,646 4,052 3,401 3,018 2,790 2,763 1,663 144,086 116,719 14,806 7,899 4,662 144,086 Part.% 10.3 9.7 9.5 7.9 6.0 5.8 5.3 5.1 5.1 4.6 3.9 3.8 3.8 3.7 3.2 2.8 2.4 2.1 1.9 1.9 1.2 100.0 On On Mar/08 Dec/08 55.7 4.8 21.9 (1.3) 24.2 (1.1) 41.1 25.7 69.5 4.9 30.6 (4.5) 268.1 4.3 20.9 (0.3) 59.3 4.7 44.4 6.4 34.6 0.4 26.2 (0.8) 33.8 0.6 20.3 (2.6) 28.7 (3.3) 27.9 (2.0) 31.2 (6.7) 74.7 24.1 46.4 (7.3) 15.9 0.5 9.0 (5.0) 40.0 2.4 8.1.4 Operating Risk Introduction With the purpose of regulating Basel II in Brazil, the Brazilian Central Bank has been issuing several regulations. We emphasize CMN Resolution 3,380, which alludes to the implementation of a structure for operational risk management. The operational risk management structure at the Bank is comprised of the Risk Management and Internal Control Directorates and by the Security Management Unit. It also established a schedule for implementation of Basel II, pursuant to Release 16,137, which provides for the use of advanced models as of 2013. The Bank has been developing actions aiming at the adoption of internal models for operational risk that allows more in-depth management and satisfies the requirements established by the Regulator. In the first quarter of 2009, the Board of Directors approved the review of policies associated with operational risk and the Annual Operational Risk Management Report, prepared according to requirements contained in CMN Resolution 3,380. Information about the Management Structure and Operating Risk Management Process can be found in more detail on BB's Internet page. Key Risk Indicators (KRI's) KRI’s is a tool that supports operational risk management. It is comprised of one or more combined and interrelated variables that are (is) an integral part of an operating process, with behavior expected according to predefined rules, and whose variation indicates greater or lesser exposure to the operational risk. At BB they are used with the objective of identifying weak points associated with the critical operating processes; adjustment of capital allocated to operational risk; and to assist in the proposition of operating loss mitigation actions. Operating Loss Exposure Limits In order to ensure an effective management of operating risks, Banco do Brasil employs operating loss exposure limits, which are intended to establish the limits acceptable to the Bank for operating losses, which are remitted for examination every month by the Operating Risk Sub-Committee and Global Risk Committee (GRC). In this respect, the BB created the Operating Loss Global Limit in order to allow operating loss management based on statistically pre-established tolerance levels, and to allow the detection of weaknesses associated with processes likely to cause significant losses. The following table present the progress of BB's operating losses, according to loss event classes and in percentages. Table 103. Monitoring of Operational Loss Loss Event Category Labor Issues External Fraud and Theft Process Failures Business Failures Physical Assets Damage Internal Frauds System Failures 131 - Banco do Brasil – MDA 1Q09 1Q08 41.9% 17.3% 14.1% 21.4% 5.2% 0.1% 0.1% 2Q08 44.4% 16.5% 18.4% 15.6% 5.0% 0.1% 0.0% 3Q08 46.2% 11.7% 11.6% 24.3% 3.5% 2.6% 0.1% 4Q08 40.4% 11.0% 11.6% 32.2% 3.4% 1.4% 0.0% 1Q09 41.9% 18.2% 19.8% 14.5% 4.6% 0.9% 0.0% The Bank also defines specific limits in order to reduce the level of exposure and to guarantee the adoption of mitigation actions at a lower level of granularity. We emphasize the limit for external premises and the limit for the self-service channels. The latter, besides prioritizing loss reduction actions, allows us to evaluate the effectiveness of the technical security tools implemented. The following channels have limits which are regularly defined and reviewed: TAA, POS, Internet for Individuals, Withdrawals Abroad, CABB, Cellular, Lottery Ticket Sales Outlets, 24hr 4 Bank, TAA (CEF) and Financial Manager . 4 TAA: Automated Teller Machines; POS: Storeowner debit terminal; CABB: Call Center Banco do Brasil; Lottery Ticket Sales Outlets: withdrawals performed at lottery ticket sales outlets; TAA (CEF): Terminals of CEF shared with BB. 132 - Banco do Brasil – MDA 1Q09 8.2 Capital Structure 8.2.1 Shareholders’ Equity Banco do Brasil ended the first quarter with R$ 30,859 million in shareholders’ equity, an amount 21.5% higher than in the same period of the previous year and 3.1% higher in relation to December 2008. The growth of shareholders' equity in the last 12 months was due to the incorporation of the Results. Table 104. Shareholders’ Equity Jun/07 Shareholders’ Equity Capital Reserves MTM – Securities and Derivatives (Shares in Treasury) Retained earnings (accumulated losses) P&L Accounts 133 - Banco do Brasil – MDA 1Q09 22,305 12,711 9,152 443 - Sep/07 23,065 12,711 8,939 384 1,031 Dec/07 24,262 13,212 10,701 350 - Mar/08 25,407 13,212 10,131 85 1 1,978 Jun/08 26,371 13,212 13,101 58 - Sep/08 27,889 13,699 12,762 (33) 0 1,461 Dec/08 29,937 13,780 15,990 199 (31) - R$ million Mar/09 30,859 13,780 15,771 124 (31) 1,215 8.2.2 Regulatory Capital The implementation of the rules of Basel II in Brazil, especially related to the capital requirement, produced several modifications in the method of measuring capital to bear the risks inherent to banking activities. The implementation schedule of Basel II in Brazil was officialized by the Brazilian Central Bank - BACEN by means of Communication 12,746, of 12.9.2004, subsequently adjusted by Communication 16,137, of 9.27.2007. This agenda was built in phases, initially establishing, as regards capital requirement, the use of a standardized approach (defined by Bacen), and at the end, the use of advanced models. To regulate the transition from Basel I to Basel II (standardized approach), BACEN published several rules about capital requirement (Pillar I), process of supervision and transparency of information (Pillars II and III). Referential Equity Amount (RE) On 2.28.07, CMN approved alterations in the rules for definition of the RE (Referential Equity Amount) of financial institutions by means of Resolution 3,444, revoking CMN Resolution 2,837, of 5.30.2001. On the same date, BACEN published Circular 3,343/2007, which refers to the procedures to be adopted in the request for categorization of borrowing instruments at Tier I and Tier II of RE. 5 6 The RE is formed by the sum of the Tier I and Tier II portions, being deducted the asset balances represented by the following funding instruments issued by the financial institution: stock, hybrid capital and debt instruments, subordinated debt instruments and other financial instruments described in Bacen Resolution no. 3.444/07, art. 12 and art. 13, § 3. According to CMN Resolution no. 3.444/07, for purposes of PR composition, the value of preferred shares issued with a redemption clause having an original term of less than tem years, increased by the value of subordinated debt instruments (DS), is limited to 50% of PR Tier I (art. 14, clause III). On the other hand, the amount of hybrid capital and debt instruments (IHCD) is limited to the PR Tier I value, being deducted the existing DS amount and its remaining issue margin (art. 14, clause I). In Mar/09, the IHCD margin available to compose PR was of R$ 15.2 billion, whereas for issue of DS the same was of R$ 2.1 billion. Required Referential Equity Amount (RRE) CMN Resolution 3,490, of 8.29.2007, established the Required Referential Equity Amount (RRE) concept to substitute the Required Shareholders' Equity (RSE) concept, revoking exhibit IV of CMN Resolution 2,099/1994, and other rules concerning the topic. The RRE was henceforth comprised of the following six portions: RRE = PEPR + PCAM + PJUR + PCOM + PACS + POPR Where: PEPR - portion referring to the exposures weighted by the FPR assigned thereto; PCAM - portion referring to the risk of exposures in gold, in foreign currency and in operations subject to exchange variance; PJUR - portion referring to the risk of operations subject to the variation of interest rates and classified in the trading book, as provided for by Resolution 3,464, of 6.27.2007, where n = number of the different portions relating to the risk of operations subject to the variation of interest rates and classified in the trading book; PCOM - portion referring to the risk of operations subject to the variation of the price of commodities; 5 Tier I = it is determined by the sum of the values corresponding to the net equity, to the credit income accounts balances and to a blocked account deposit to cure capital deficiency, excluded the items mentioned in Bacen Resolution 3.444/07, art. 1, § 1, clause I to VI. Tier II = it comprises the sum of the values corresponding to revaluation reserves, contingency reserves and special profit reserves related to nondistributed statutory dividends, increased by values corresponding to hybrid capital and debt instruments, subordinated debt instruments and other items described in Bacen Resolution 3.444/07, art. 1, § 2, clauses I and II. 6 134 - Banco do Brasil – MDA 1Q09 PACS - portion referring to the risk of operations subject to the variation of the price of shares and classified in the trading book, as provided for in Resolution 3,464, of 6.27.2007; POPR - portion referring to the operational risk. The reviews in the Referential Equity Amount (RE) were incorporated by BB last July. As regards the Required Referential Shareholders' Equity (RRE), the rule started to be required as of 7.1.2008. The following information are according the actual legislation. 135 - Banco do Brasil – MDA 1Q09 Performance Banco do Brasil ended the first quarter of 2008 with a Referential Equity Amount 32.6% higher than that observed in March 2008 and 9.8% higher than December 2008, reaching R$ 47,644 million. Table 105. BIS Ratio – Financial Conglomerate Referential Equity Amount – RE Level I Capital Capital Increase Retained earnings (accumulated losses) Capital reserves Revenue reserves Reavaluation reserves Mark-to-Market – Securit. And Derivatives Treasury stock Accumulated Earnings or Losses Corporate Profit Sharing Income accounts Tax Credit excl. RE's Tier I – Res.3059 Deferred Assets Mark-to-market Additional Provision Tier II Subordinated debt Hybrid Capital and Debt Instruments Inst of Cap. Issued by IF with FPR of 100% Revaluation reserves Mark-to-market Financial Instruments Excluded from RE RSE/RRE Credit Risk (1) APR Requirement Swap Requirement Market risk (2) FX Exposure Requirement Interest Rate Exposure Requirement Operating Risk (3) J) Surplus/(insufficiency) of RE R$ million Jun/07 Sep/07 Dec/07 Mar/08(4) Jun/08 Sep/08 Dec/08 Mar/09 31,534 32,469 34,900 35,934 33,230 35,271 43,391 47,644 21,007 21,732 23,951 25,022 22,454 23,954 31,201 32,915 12,711 12,711 12,711 13,212 13,212 13,699 13,780 13,780 501 1 1 0 0 0 0 9,145 8,933 10,695 10,131 13,101 12,762 15,990 15,771 (6) (6) (7) (7) (15) 443 384 350 85 58 (33) 199 124 (31) (31) (0) 834 1,031 1,978 1,461 1,215 (1,199) (1,199) (18) (22) (3,743) (3,702) (22) (22) (70) (113) (200) (253) (303) (352) (513) (562) (23) (14) (88) (104) 134 126 (29) (97) 1,835 1,918 10,527 10,737 10,949 10,913 10,776 11,317 12,190 14,729 9,540 9,813 9,986 10,385 10,745 11,209 11,729 14,342 958 915 881 870 780 938 1,145 1,134 (11) (11) 6 6 6 6 6 7 7 15 23 14 88 104 (134) (126) 29 97 (452) (620) (711) (720) (859) 21,858 22,698 24,605 26,925 29,235 29,813 31,500 34,879 21,323 21,851 23,821 26,178 28,346 29,310 30,980 33,554 20,997 21,494 23,457 326 357 365 535 847 783 747 889 102 119 170 535 847 783 401 401 1,155 9,676 9,771 10,295 9,738 4,753 5,458 11,891 12,765 K Coefficient % 15.9 15.7 15.6 14.7 12.5 13.0 15.2 15.0 (1) Referring to the PEPR portion pursuant to circular 3,360 of 9/12/2007. Until June/08 this item was comprised of the portions of APR Requirement and Swap Requirement. (2) Referring to the PCAM, PJUR, PCOM and PACS portions, Circulars 3,361 to 3,364/2007, 3,366/2007, 3,368/2007 and 3,389/2008. Until June/08 this item was formed by the Exchange Exposure Requirement and Interest Rate Exposure Requirement portions. (3) Referring to the POPR portion, pursuant to circular 3,383, of 4/30/2008. (4) From Mar/08 the series considers the Economic Consolidated information. BB's RRE reached the sum of R$ 34.9 billion in March, up 10.7% over December 2008. The main part of the requirement was caused by the credit risk portion, which reflects the growth of loans. The following table shows the main accounts that formed the Referential Equity Amount in the third and forth quarters of 2008, considering the economic financial conglomerate. Table 106. Main accounts of the PEPR quota (Economic Financial Conglomerate) Loan Operations Other rights (gold, FGPC advances, other advances Tax Credits Short-term interbank deposits Advances granted by the institution Other TOTAL 136 - Banco do Brasil – MDA 1Q09 R$ million Dec/08 Mar/09 Chg. % 17,529 18,151 3.5 4,993 4,780 6.4 2,957 3,342 13.0 1,575 1,876 19.1 1,207 1,286 6.5 3,219 4,119 28.0 30,980 33,554 8.3 For the operational risk, BB has opted for the utilization of the Alternate Standardized Approach, which requires 50% of the value determined, R$ 1,155 million (basis December/08), according to Circular no. 3.383. Such percentage will rise to 80% in July/2009 and will reach 100% as of Jan/2010. The allocated capital percentage, by line of business, corresponds to: Table 107. Allocated capital for operational risk by line of business Business Line Asset Management Commercial Retail Corporative Finance Trading and Sales Payments and Settlements Financial Agent Services Retail Brokerage TOTAL Amount (R$ million) 40 338 150 158 262 177 28 2 1,155 With respect to market risk, we present in the following table the Required Reference Equity in March 2009, by risk factor. Table 108. PRE for Market Risk by Risk Factor R$ million Mar/09 128.9 20.9 20.2 170.0 Risk Factors PRE Exchange PRE Interest Rate PRE Commodities PRE Shares PRE Market Risk The K Coefficient exhibited stability related to the 4Q08, going to 15.0% in 1Q09. This ratio is higher than the 11% required by the Central Bank and allows BB leverage of up to R$ 116,047 million in loan assets, considering the 100% weighting. The figure below shows the ratio evolution since June/07. 15.9 15.7 15.6 14.7 12.5 13.0 4.1 4.2 8.8 5.3 5.2 4.9 4.5 10.6 10.5 10.7 10.2 8.4 Mar/08 Jun/08 Jun/07 Sep/07 Dec/07 Tier I 15.2 15.0 4.3 4.6 10.9 10.4 Sep/08 Dec/08 Mar/09 Tier II Figure 65. BIS Ratio – Economic Financial Conglomerate CMN Resolution 3,059/02 determined, as from 01.01.2004, an additional allocation of capital for the stock of tax credits that exceed a 5 year comsumption period from the date of the balance sheet. According to the instruction, 40% of the remaining balance will be deducted from Tier I capital in 2005, 60% in 2006, and so on, until arrives at 100% in 2008. 137 - Banco do Brasil – MDA 1Q09 In the last quarter of 2008, two groups of rules generated significant impacts in the Brazilian banking industry. The first group is comprised by rules which have generated liquidity elevation in the system whether in local currency or foreign currency. Circulars 3426 and 3427 are part of this group and deal with the compulsory deposit reduction, as well as Resolutions 3622, 3624 and 3633, the object of which was to generate more liquidity in U.S. dollars. The second group assembles rules allowing more leverage to the banks for elevation of the Reference Equity (RE). Resolution 3655 and Circular 3425 are also part of the group, and they have changed tax credit RE measurement and deduction criteria, as well as Resolution 3674, which have allowed exceeding credit provisions to be summed up to the RE. Table 109. Changes in Composition of BIS Ratio R$ million Referential Equity Required Referential Equity Effect in Basel Ratio Effect in Leaverage Net Income deducted of Interest on Own Capital Increase of Subordinated Debt Other Changes in Referential Shareholders’ Equity Tax Credit excluding RE's Tier I – Res.3059 Hybrid Capital and Debt Instruments Increase of Market Risk Requirement Increase of Credit Risk Requirement Increase of Operational Risk Requirement 999 2,613 651 (11) 51 2,574 754 0.3 0.8 0.2 (0.0) (0.0) (1.1) (0.3) 9,084 23,759 5,916 (97) (462) (23,397) (6,854) Changes in the quarter 4,253 3,378 (0.1) 7,949 43,379 47,631 31,500 34,879 15.1 15.0 107,986 115,935 4,253 3,378 (0.1) 7,949 Balance at Dec/08 Balance at Mar/09 Quarterly net variation The main modifications in the required capital in 1Q09 decurred from the change of the Z multiplicator in the operational risk, that resulted in a growth of 188.1% in the requirement capital of this risk, the growth of credit operations without retail characteristics and the foreign exchange advances. Besides, the capital allocation margin was impacted by the 100% weight over intangible assets, decurred from the payroll loans acquisitions (about R$ 600.0 million in march,2009) and also by the consolidation of Banco Nossa Caixa S.A. assets. 138 - Banco do Brasil – MDA 1Q09 Future impacts in the BIS Ratio The acquisition of interests in Banco Votorantim S.A. (BV) will have an impact on the Bank's Basil BIS nd Ratio from the 2 semester/09. The isolated effect of the acquisition of 50.0% in BV is estimated in -0.9 p.p. Fixed Asset Ratio In the last quarter, the Fixed Asset Ratio grew from 11.7% to 16.2%. With the current fixed asset level, BB was able to increase its fixed assets by R$ 16.1 billion, without leading to be out of the maximum 50% limit of the Referential Equity Amount. Table 110. Fixed Asset Ratio Jun/07 Shareholders' equity Subordinated debts eligible as Capital Hybrid Capital and Debt Instruments Other Adjusted Referential Equity Amount (A) Permanent Assets Variable Income Securities Stock Exchange and Cetip Clearing Leased assets Losses with Leasing to be Amortized Deferred Assets (Resolution CMN 3,444) Vested Rights Payroll up to 06/30/09 (Res. 3642 Bacen) Total Fixed Assets (B) Fixed Asset Ratio (B/A) - % Margin (Surplus) - % 139 - Banco do Brasil – MDA 1Q09 Sep/07 Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 R$ million Mar/09 22,305 23,065 24,262 25,407 26,371 27,889 29,937 30,859 9,540 9,813 9,986 10,385 10,745 11,209 11,729 14,342 958 915 881 870 780 938 1,145 1,134 (1,272) (1,325) (230) (727) (4,666) (4,765) 580 1,308 31,531 32,467 34,899 35,934 33,230 35,270 43,391 47,643 5,903 5,912 6,304 6,284 7,042 8,217 13,606 19,421 - - - - 39 38 28 26 (2) (2) (0) (0) (0) (1) (0) (0) (1,320) (1,385) (1,455) (1,614) (2,271) (2,877) (4,078) (4,836) (41) (45) (52) (55) (58) (62) (55) (48) (70) (113) (200) (253) (303) (352) (513) (562) - - - - - - (3,921) (6,284) 4,468 4,367 4,597 4,362 4,449 4,964 5,067 7,716 14,2 13,4 13,2 12,1 13,4 14,1 11,7 16,2 11,298 11,867 12,853 13,605 12,166 12,671 16,628 16,105 8.2.3 Economic Capital Banco do Brasil utilizes the concept of economic capital in its internal processes of risk management. The tables below present the total capital requirement and the requirement by sector of the economy. Table 111. Economic Capital Economic Capital Credit Risk Requirement Internal Model 1Q08 4,080 Market Risk Requirement (1) 2Q08 3Q08 4Q08 1Q09 4,434 4,443 4,809 752 185 414 5,150 338 Operating Risk Requirement (2) 1,137 1,147 1,224 1,335 1,513 TOTAL 6,674 6,333 5,852 6,558 7,001 (1)Trading Book. As of 4Q08 contemplates Trading Book, foreign exchange and commodities. (2)Calculated by means of parametric and non-parametric methodology (bookstrap). We present below the economic capital requirement over the Credit Risk detailed by macro-sectors and individuals/businesses. Table 112. Distribution of Economic Capital in the Loan Portfolio Mar/08 Part. % Mar/09 R$ million Part. % INDIVIDUALS 2,758.58 67.6% 3,375.75 65.6% COMPANIES 1,321.65 32.4% 1,774.10 34.4% Agribusiness of Animal Origin 90.08 6.8% 138.47 7.8% 186.78 14.1% 203.03 11.4% Automotive 73.75 5.6% 192.10 10.8% Beverages 13.02 1.0% 12.26 0.7% Wholesale Trade and Sundry Ind. 27.36 2.1% 57.29 3.2% Retail Trade 70.37 5.3% 93.05 5.2% Agribusiness of Vegetable Origin Building 90.47 6.8% 97.87 5.5% Leather and Shoes 23.71 1.8% 31.74 1.8% Electrical and Eletronic Goods 47.55 3.6% 78.13 4.4% Electricity 55.90 4.2% 30.69 1.7% Agricultural Consumables 49.53 3.7% 40.61 2.3% Timber and Furniture 41.80 3.2% 50.02 2.8% Metalworking and Steel 59.01 4.5% 80.81 4.6% Pulp and Paper 33.44 2.5% 69.34 3.9% Oil 60.24 4.6% 71.15 4.0% Chemicals Services 41.21 3.1% 52.80 3.0% 178.01 13.5% 231.29 13.0% Telecomunications 10.00 0.8% 13.29 0.7% Textiles and Garments 70.71 5.4% 96.97 5.5% Transport 48.56 3.7% 121.75 6.9% Other Activities 50.15 3.8% 11.43 0.6% TOTAL 4.080 100% 5.150 100% 140 - Banco do Brasil – MDA 1Q09 Next, we present the economic capital requirement for operating risk, by operating loss event category: Table 113. Distribution of Economic Capital in the Loan Portfolio Loss Event Categories Faults in Businesses Damage to the Physical Property Faults in Systems Faults in Processes External Fraud and Theft Internal Fraud Labor Issues TOTAL R$ million 649 54 2 116 30 49 613 1,513 Finally, we present the economic capital requirement for the market risk, by risk factor, considering, for this quarter, BNC positions: Table 114. VaR by Risk Factor Risk Factors Pre-Fixed Interest Rate Foreign Currency Coupom Price Index Coupon Exchange Variation Commodities PRE Market Risk* *Trading Book + Exchange Variation + Commodities 141 - Banco do Brasil – MDA 1Q09 R$ million Dec/08 100.8 8.3 1.7 225.8 1.4 338.0 9 – Social and Environmental Performance Presentation Continuing with the pioneer initiative of our earnings release of 4Q08, when we were the first Bank to disclose on a quarterly basis highlights of our Socioenvironmental Performance - RSA, we maintained in this quarter the historic series and the analyses that enable readers to understand how sustainability permeates the strategy and the business management of Banco do Brasil. The choice of the disclosure of this information with quarterly periodicity is based on the company's commitment to the generation of social and environmental values and on the understanding that this data is just as important to the company's performance as the economic/financial information, meriting treatment similar to that already provided thereto. In addition, it seeks to respond to an ever growing mass of shareholders who take into account social and socioenvironmental, and corporate governance aspects in their investment decisions. RSA practices selected to form a part of the Performance Analysis Report were picked out based on their relevance to the Company's business, on the tangible return to shareholders, and on market research with pension funds and specialists on the subject. The selection of which data justifies the quarterly monitoring of its development (the other indicators are traditionally reported in the Annual Report) was also used as a criterion in the structuring of this report. Like the rest of the report, this set of information is constantly reviewed and monitored with a view to better adapting its reporting to the needs of analysts and shareholders, target audience of this publication. This chapter is divided into four major blocks, grouping the new RSA indicators and information that the Bank had already been disclosing, per related topics: Relationships with Staff, Ecoefficiency, Business with Socioenvironmental Emphasis and Recognition of the Investor Market. 142 - Banco do Brasil – MDA 1Q09 9.1 Employee Relations This block contains the main actions regarding business sustainability, in connection with investments in people by Banco do Brasil. The information and indicators disclosed show not only training and the respective investments, but also the creation of employee value. 9.1.1 Characteristics of Workforce Banco do Brasil's relationship with its employees has a direct influence on the indicators of this block, as well as on the turnover rate which will be presented further ahead. The company invests in the creation of a bond with its collaborators, so that its professionals feel encouraged to build a career at the institution. People that join the staff tend to spend most of their professional lives at the Bank, which contributes to the low turnover and causes the stratification of the staff by age and length of service to evolve in a relatively linear manner, without abrupt oscillations. Like in the previous quarters, there were no major oscillations in the classification of the staff by age. The bracket that includes employees over 45 years of age continues to exhibit growth: at the end of the quarter, 26.9% of the employees were classified in this age bracket, as opposed to 26.4% in the previous quarter and 25.0% in the same period of 2008. On the other hand, the relative participation of employees up to 25 years of age has been exhibiting a reduction, dropping from 9.4% in 1Q08 to 8.9% in 4Q08 and ending 1Q09 at 8.5% of the total headcount. 1Q08 4Q08 9.4% 1Q09 8.9% 25.0% 8.5% 26.4% 34.3% 33.7% 31.9% 26.9% 30.1% 30.4% Up to 25 years Figure 66. Employees Age 143 - Banco do Brasil – MDA 1Q09 26 to 35 years 34.5% 36 to 45 years Over 45 years Stratification by length of service at the Bank also remained relatively stable in the period. Employees with up to 5 years of work at the institution continue to represent 41% of the total, and the bracket including employees with over 25 years of service maintains the pace of growth, having increased its relative participation from 11% in 1Q08 to 14% in 4Q08 and 16% at the end of the last quarter. At the same time, the participation of employees with length of service at the bank between 16 and 20 years presents a significant reduction. This bracket ended the quarter at 2%, which represents a reduction of 3.0 percentage points in relation to the previous quarter and of 8.0 points in comparison with the previous year. 1Q08 4Q08 1Q09 16% 14% 11% 41% 42% 13% 41% 15% 15% 5% 10% 2% 4% 4% 5% 19% Up to 5 years 16 to 20 years Figure 67. Aged Bracked 144 - Banco do Brasil – MDA 1Q09 21% 6 to 10 years 21 to 25 years 22% 11 to 15 years Over 25 years 9.1.2 Education and Professional Development Banco do Brasil develops countless professional education and development actions. These actions include onsite courses, the establishment of partnerships to provide distance learning solutions and the concession of scholarships (academic and of languages), besides the incentive to studies by means of the internal career planning system. The academic scholarships (Graduation, Post graduation, MBA, Master's and Doctorate) and language scholarships are among the main people development actions adopted by Banco do Brasil. Table below displays the growth in the number of scholarships granted and their relation with the number of staff members over the same period. As of this quarter, we disclose the quantity of scholarships granted in the distance learning language program. Started in 4Q08, the program currently benefits 3,957 employees, and contributes so that the expressive percentage of 4.8% (involving distance learning and onsite scholarships) of the staff is involved in the learning of other languages. The decrease presented in the total quantity of graduation, post graduation, MBA, Master's and Doctorate scholarships granted, in comparison with the same prior-year period, is explained because the first classes of the distance learning MBA course made available by the Bank were formed between 2006 and 2007, with ample adhesion of the employees, which significantly increased the basis of comparison. In addition, the Bank is already organizing the opening of new MBA classes in this category. Table 115. Growth in the number of scholarships granted 1Q08 4Q08 1Q09 Undergraduate Scholarships 5,695 7,042 6,696 MBAs, Masters' and Doctors' Scholarships 2,179 2,535 624 Language Scholarships Total Scholarships Granted Number of employees in the period 258 289 225 8,132 9,866 7,545 86,386 83,417 86,059 Undergraduate Scholarships per Employee 6.8 8.2 7.5 MBAs, Masters' and Doctors' Scholarships per Employee 2.6 2.9 0.7 Language Scholarships per Employee 0.3 0.3 0.3 Total Scholarships per Employee 9.7 11.5 8.4 145 - Banco do Brasil – MDA 1Q09 As a result of the investments and encouragement for obtaining degrees, the number of employees in undergraduate, specialized, masters', or doctors' courses tends to increase at the rate of the previous quarters. At the same time, the percentage of employees with high school education only is gradually reduced. 4Q08 1Q08 0.6% 1Q09 0.5% 18.9% 0.5% 20.6% 22.1% 45.9% 32.1% 33.0% 34.6% 45.9% 45.3% Elementary School High School Holders of Bacjelor’s Degree Specialization, Master’s or Doctor’s Degree Figure 68. Level of Education In addition to the actions encouraging academic performance, Banco do Brasil has sought to provide other training courses for employees. It is mainly more targeted internal and external training programs that are made available, focused on the characteristics that each professional needs to perform his or her duties at the Bank. Table below displays the investments made and the number of training hours. As Banco do Brasil generally targets a greater strategic focus at training programs in the second and fourth quarters, to minimize the effect of seasonality, we present the quantity of hours accumulated in 12 months. The total quantity of hours of training exhibited growth of 20.4 % in relation to 4Q08 and of 117.1 % in relation to the same quarter of the previous year. Table 116. Employee Training – Annual Flow 1Q08 4Q08 1Q09 4,071,303 7,343,603 8,840,320 81,158 84,782 86,311 50,17 86,62 102,42 Employees with Anbid Certification – CPA 10 30,231 30,910 30,785 Employees with Anbid Certification – CPA 20 5,274 7,050 7,170 35,505 37,960 37,955 42.6 44.1 42.4 Hours of Training Total employees Hours of training by employees Total Employees with certification / Total (%) * Number of employees does not add BESC and BEP interns and recent contracted employees. ** Index calculated with 12 months accumulated information We also emphasize the obtainment of Legal Certification in Financial Investments. Banco do Brasil is the institution with the highest quantity of employees certified by Anbid/Andima. At present the percentage of 42.4% of the staff is already certified by one of these associations. 146 - Banco do Brasil – MDA 1Q09 9.1.3 Value Added to Employess Personnel Expenses in their diverse aspects comprise an important index of value added by the Bank to staff members. The table below shows the progress of these expenses in absolute terms and in average sums per employee. Personnel expenses exhibited a reduction in relation to 4Q08, both in absolute terms, and in weighing with the quantity of employees. This reduction is seasonal and is explained because in 1Q09 part of the expenditures are already provisioned, which influences the reduction of the expense. In relation to 1Q08, the growth of the expense is justified by the average salary raise of 8.9% granted as of the second half of 2008, besides growth in the average headcount. Finally, it is worth informing that the incorporation of the BESC system and of BEP contributed toward the headcount increase of 3,148 employees. Table 117. Quarterly Average Expense per Employee (Statement with Reallocations) Personnel expenses (reallocated) – R$ 1Q08 4Q08 1Q09 1,800,960,830.42 2,301,368,747.81 2,129,461,511.72 83,417 86,059 89,534 21,589.85 26,741.76 23,783.83 Number of employees in the period Quarterly Average Expense per Employee – R$ * Headcount does not include trainees. The employees of BESC and BEP were only included in the table as of 1Q09. As a manner of providing improved financial returns to staff members and at the same time confirming the commitment by everybody in the organization with the generation of consistent profits, Banco do Brasil has made efforts to constantly enhance its Profit Sharing program - PLR. During 1Q09 the average sum provisioned for paying out to each employee exhibited a reduction of 42.6% as compared to the same period in the preceding year. This behavior is explained by the reduction of recurring income (better detailed in the "Analysis of Results" chapter) and, partly, because in 1Q08 the net income was increased R$ 789 million by extraordinary items, while in 1Q09 these items contributed positively with only R$ 309 million to net income. The increase of employees that formed the staff of the incorporated banks also influenced the oscillation. Table 118. Expenses with Statutory Porfit Sharing PLR provisioned in the quarter – R$ 1Q08 4Q08 1Q09 300,919,431,02 380,482,163,79 227,092,900,87 Number of employees in the period 83,417 86,059 89,534 Average PLR per Employee – R$ 3,607,41 4,421,18 2,536,39 147 - Banco do Brasil – MDA 1Q09 9.1.4 Rotation of Staff Members As evidenced in the table below, the turnover rates of the staff of Banco do Brasil presents oscillations throughout the year, but remain below one percent of the total staff, and at a level close to that verified in the same prior-year quarter. Table 119. Employee Rotation Rate of Employee Rotation ¹ 1Q08 4Q08 1Q09 0.84 0.77 0.84 Nr. Employees in Previous Quarter 81,855 85,392 86,059 Nr. Employees in the Quarter ³ 83,417 86,059 89,534 698 658 736 Releases in the Period ² ¹ Proportion of releases as compared to the average number of employees in the period ² The concept of releases includes firing, retirement, early retirement, perishing and self-request release. ³ Number of employees does not include BESC and BEP interns and early contracted employees. 148 - Banco do Brasil – MDA 1Q09 9.2 Eco-efficiency The disclosure of information on Eco-efficiency demonstrates the efforts by the Company in the efficient use of resources, with reflexes not only in reducing the impact on the environment, but also on the control of administrative expenses and on mitigating risks. To structure the indicators, we sought to relate the items that are being evidenced, such as: the use of water and paper with denominators that explain the fluctuation. For example, the use of water in Banco do Brasil's main buildings is intended chiefly to meet the needs of its staff members, and hence we relate its use to the average amount of employees per period. Under the same reasoning, the use of paper relates to the banking account basis. 9.2.1 Annual Use of Water in the Main Buildings It should be explained first that the ratio below refers to the use of water in Banco do Brasil's main buildings. We will then also disclose its use in the other facilities. Main buildings I, II, and III located in Brasilia concentrate a major part of Banco do Brasil's executive officers, in addition to support bodies. In late 1Q09, there were 5,492 employees allocated in these buildings. The increase in the quantity of employees that work in the main office buildings results from the fact that a renovation is in the final stages in Edifício Sede II, which will gradually re-house teams of Executive Committees and Strategic Units, heretofore reallocated to other sites. The table below provides a breakdown of the use of water in absolute terms and the average use for the number of employees working in those buildings. In the last two years there were no heavy investments in renovations of relevant hydraulic systems or replacement of faucets, and the more rational consumption of water was achieved by means of closer management with the administration of the buildings to avoid waste. The consumption per employee exhibited slight growth in comparison with the previous quarter, 3 but expressive reduction, of 2.5 m per employee, in comparison with the same prior-year period. Table 120. Use of Water Use of Water in the Main Building (m³) Employees in Main Buildings I, II, and III (average) 3 Use of Water (m ) / Employees* * Indicator calculated based on data accrued over 12 months 149 - Banco do Brasil – MDA 1Q09 1Q08 4Q08 1Q09 124,056 119,290 127,268 4,692 5,149 5,321 26.4 23.2 23.9 9.2.2 White Paper – Annual Use Banco do Brasil has also put in place a number of steps to reduce the use of paper. Corporate systems were adapted to print preferably on both sides, there were employee awareness campaigns, and customers are encouraged more and more to employ automated channels not involving the use o paper. Consumption, in absolute terms, exhibited reduction of 2.0% in relation to 1Q08 and of 0.1% in relation to the previous quarter. As this decline in use took place in a scenario of an increasing number of banking accounts, use per customer dropped by 10.9% in relation to 1Q08. It is worth informing that to avoid the influence of seasonality the indicator is accumulated in 12 months. Table 121. Use of Paper 1Q08 Use of Paper (tons) Customers (average) Use per customer (gr)* * Indicator calculated based on data accrued over 12 months 150 - Banco do Brasil – MDA 1Q09 4Q08 1Q09 3,477 3,412 3,409 27,049,728 28,941,053 29,468,916 128.5 117.9 115.7 9.2.3 Automated Transactions without Use of Paper As informed in the preceding item, Banco do Brasil has invested in new channels for processing transactions and for doing business with its customers. There is growing trend to employ channels that do not involve printing and, therefore, do not consume paper. Among such channels, we may point out the Internet, Customer Assistance, and Mobile Banking. As we can observe in the graph below, the participation of these channels in the total quantity of transactions processed by the Bank reached the highest level in its history. These transactions represented 40% of the total in the quarter, higher than the 38.6% in the 4Q08 and 37.8% in the 1Q08. 39.8% 35.2% 2Q07 35.3% 35.0% 3Q07 4Q07 37.8% 38.3% 1Q08 2Q08 Figure 69. Transactions without use of paper 151 - Banco do Brasil – MDA 1Q09 40.0% 38.6% 3Q08 4Q08 1Q09 9.2.4 Use of Toner The use of toner is another potential creator of residues related to printing documents. Even when using 100% of reconditioned cartridges, Banco do Brasil has concentrated efforts to reduce the use of this kind of material. As can be observed by analyzing the figure below, even considering the expansion of the Bank's customer base and of its business, the consumption of toner units ended 1Q09 at the lowest level since 2Q07, with a reduction of 3.4% in comparison with the previous quarter. 24,052 22,423 22,496 20,141 23,096 22,822 21,653 22,398 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 Figure 70. Toner consumption – in units 152 - Banco do Brasil – MDA 1Q09 9.3 Social Environmental focused Business The performance of deals that support the sustainable development of the country, whether through business approaches or the development of products and services with RSA characteristics, occupies a prominent position among the various fronts adopted by Banco do Brasil to make its business more sustainable, in order to generate increasingly consistent returns to the shareholders, without losing sight of the interest of the other stakeholders, contributing to improve the quality of life of society and toward environmental preservation. 9.3.1 Sustainable Regional Development – DRS DRS, or Sustainable Regional Development, is a Business Strategy by Banco do Brasil that seeks to drive sustainable development of Brazil's regions where the Bank is present, by mobilizing the agents of economic, social, and political activities in order to support productive activities that are economically feasible, socially fair, and environmentally correct. In order to implement DRS, Banco do Brasil's traditional credit facilities are extended, such as microcredit loans, onlending (such as Proger), or other facilities with unrestricted funds intended for individuals. DRS generates results for the Bank both from the social and from the economic point of view: it provides the opening of new checking accounts and the expansion of the loan portfolio, besides permitting the loyalty enhancement of a customer base that tends to have growing business potential, as the benefited communities develop. The volumes of deals performed and of scheduled loans presented substantial growth in relation to the same prior-year period, respectively of 258.1% and 63.4%. The fall in some indicators in the quarterly comparison is due to a revision carried out in the base, to guarantee that the focus of the Bank should remain in business with elevated potential of effectiveness, so that the DRS negotial strategy brings the expected results not only for the Bank, but also for all his intervenient, in special the wrapped communities. Table 122. Sustainable Regional Development (DRS) 1Q08 4Q08 1Q09 DRS - Transaction concluded (R$ millions) 1,300 4,676 4,655 DRS - Programmed loans (R$ millions) 3,328 5,466 5,439 Business Plans under implementation DRS - Families Assisted Banking accounts opened in DRS assisted communities (*) (*) Accrued Position Monitoring begun as of 2008. 153 - Banco do Brasil – MDA 1Q09 3,117 4,679 4,668 751,033 1,211,368 1,209,608 0 114,760 126,991 9.3.2 Microcredit Microcredit consists in low volume loan transactions, normally aimed at low-income groups that do not have access to conventional credit facilities. Law 10,735/03 regulates the concession of loans to the low income population and refers to the allocation of funds corresponding to 2% of the demand deposits obtained by the financial institutions for microcredit operations, at a rate of up to 2% per month. Banco do Brasil is one of the country's key market agents in micro-finance. Admission in this segment initially occurred by means of a wholly-owned subsidiary, Banco Popular do Brasil (BPB). However, the Low Income Directorate was created in 2008 to perfect the business model. The distribution channels of the lines of credit are the chain of branches of Banco do Brasil and the network of banking correspondents (of BB itself and those previously related to Banco Popular do Brasil). The portfolio of microcredit operations ended 1Q09 with R$ 548 million, a 7.2% development over the preceding quarter, and a reduction of 0.7% as compared to the same period in 2008. The minor downslide in the annual comparison, and the recovery in the quarter are explained because the model of activity in this market is being reformulated, to optimize the methodologies of concession and management of loans and to permit greater growth of the portfolio. Table 123. Microcredit operations Microcredit - Portfolio (R$ thousands) Specific Productive Microcredit - Portfolio (R$ thousands) Loans in the Period - (R$ thousands) Number of Agreements in Portfolio 1Q08 4Q08 1Q09 551,716 511,022 548,062 437 924 1,328 161,146 141,944 173,241 1,428,929 1,237,159 1,210,861 Among microcredit transactions, Banco do Brasil is directing its efforts to Specific Productive Microcredit. Under this program, customers are assisted by means of partnerships with Micro-finance Institutions (IMF) with expertise in credit analysis for micro-entrepreneurs, and that have the support of credit agents to analyze, apply, monitor, and provide guidance to small businesses. Although the portfolio balance is not yet significant, it recorded growth of 203.9% in relation to the balance of 1Q08. 154 - Banco do Brasil – MDA 1Q09 9.3.3 Family-run Agriculture – PRONAF Banco do Brasil is the country's largest lender to Family-run Agriculture. Besides performing the social role of supporting small producers and the generation of income in the rural zone, PRONAF enables the Bank to prospect new clients, generate new income and seek new business based on the increase in the loyalty of these clients. The PRONAF portfolio ended 1Q09 at R$ 15,545 million, reflecting a 16.5% growth as compared to the same period in the previous year. A comparison with the previous quarter, despite the 3.0% increase, is adversely affected by the seasonal effects inherent to the extension of loans to agribusiness. R$ million 12,036 11,903 2Q07 3Q07 12,890 13,348 4Q07 1Q08 Figure 71. PRONAF Portfolio / Proger Rural 155 - Banco do Brasil – MDA 1Q09 14,233 13,955 2Q08 3Q08 15,088 15,545 4Q08 1Q09 9.3.4 Credit with RSA – Other Programs In addition to the programs already described, Banco do Brasil supports the organic foodstuffs activity (BB Produção Orgânica) and forest production (BB Florestal). The table below shows the progress of the balances regarding these programs. Both BB Florestal and BB Produção Orgânica experienced growth in the annual and quarterly comparisons. The BB Florestal portfolio was outstanding with its total of R$ 430 million in 1Q09, a 61% increase in 12 months and 6.1% in the quarter. Table 124. Credit with RSA - Other Programs BB Florestal BB Produção Orgânica TOTAL 1Q08 267.3 5.3 272.6 4Q08 405.3 8.0 413.3 R$ million 1Q09 430.2 13.2 443.4 In the concession of loans to companies there is compliance with the criteria and rules defined by the Bank and by the financial authorities, as well as the fulfillment of social and environmental requirements such as those contained in the Equator Principles and in the Global Pact, rules to which the Bank voluntarily adhered. BB also verifies whether the loan proponents are included in the list of the Department of Labor and Employment which identifies companies that submit their employees to degrading forms of labor or slave labor. To this effect, in 2008, BB analyzed 05 projects in light of the Equator Principles (projects above US$ 10 million), in the sum of R$ 429.3 million. In 2009, until the end of the quarter, BB analysed a project, for an amount of R$ 1,780 million. Financed projects, which are of the infrastructure and electric energy sectors, take into account the risk of socioenvironmental impact (high, medium or low). 156 - Banco do Brasil – MDA 1Q09 9.3.5 Other Business with Social Environmental Attributes Banco do Brasil offers its customers two alternatives of investment funds that adopt RSA criteria. The portfolio of BB Ações ISE is comprised of companies that form the theoretical portfolio of the Business Sustainability Index - ISE. On the other hand, BB DI Social 200 donates 50% of its management fee to the Fome Zero program. These alternatives are intended to satisfy an increasing number of investors that employ social and environmental criteria to define their investment portfolio. The table below provides a breakdown of the progress of the assets under management in these two mutual funds. The drop in the portfolio of BB Ações ISE, in comparison with 1Q08, is mainly due to the depreciation of approximately 40% in the period, on account of the effect of the international financial crisis on the quotation of assets. Table 125. Investment funds with SER criteria 1Q08 4Q08 1Q09 BB Ações ISE – R$ million 30.6 17.6 15.9 BB DI Social 200 – R$ million 41.6 34.9 34.8 157 - Banco do Brasil – MDA 1Q09 9.3.6 Long-term Relationship – Quality in Customer Assistence Quality in customer assistance is directly related to the company's abilities in customer retention, fidelity, and profitability. The table below shows the share of complaints made by Banco do Brasil customers at the Central Bank, as compared to total complaints in the Financial System. These data refer to banks with over one million customers in their portfolios. In March 2009, 8 institutions took part in this evaluation, whereas BB did not appear in the ranking of Bacen formed by the 5 banks with the highest quantity of claims. BB's share in total complaints, and the index that weighs the total quantity of complaints in relation to the customer base, have continued to exhibit a significant reduction over the last few quarters. Table 126. Complaints registered in the Central Bank 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 Complaints of BB registered at Bacen 1,092 1,026 1,321 1,239 724 498 Total complaints registered at Bacen 9,975 5,974 8,383 9,529 8,173 7,829 42,776,012 44,553,360 46,196,744 46,459,826 46,989,475 47,159,103 2.6 2.3 2.9 2.7 1.5 1.1 10.95% 17.17% 15.76% 13.00% 8.86% 6.36% Customer Base * Complaints / Customer Base ** Complaints BB / Total Bacen * Total customer base less BESC ** ((Number of complaints) / (number of customers)) x 100,000 158 - Banco do Brasil – MDA 1Q09 9.4 Investor Market Recognition Besides having a representative share in the Ibovespa, BB participates in the following indices in the São Paulo Stock Exchange: Differentiated Tag Along Share Index - ITAG; Differentiated Corporate Governance Share Index - IGC; and Corporate Sustainability Index - ISE. The objective of ITAG is to measure the performance of instruments of companies that offer better terms to minority shareholders, in the event of sale of control. The portfolio is composed of shares that grant tag along rights in excess of 80% to minority common shareholders. The Bank, as a participant of the New Market (NM) of BOVESPA, highest degree of Corporate Governance level of the exchange, grants 100% of tag along to minority shareholders. IGC's purpose is to measure the behavior of shares of companies with good levels of corporate governance and those listed in the Novo Mercado or in corporate governance levels 1 and 2 in BM&FBOVESPA. And the ISE reflects the performance of the shares of companies with recognized commitment to social responsibility and to corporate sustainability. It is emphasized that BB has been part of this important indicator since its creation, in 2005. The graph below illustrates BB's percentage share in these indicators. 3.7 3.2 3.8 3.5 3.1 3.1 3.4 3.3 3.2 3.1 2.2 1.3 1 2 ISE 3 ITAG IGC To ITAG/IGC: 1 – Jan to Apr/08; 2 – May to Aug/08; 3 – Sep to Dec/08; 4 – Jan to Apr/09 To ISE: 1 – Dec05 to Nov06; 2 – Dec06 to Nov07; 3 – Dec07 to Nov08; 4 – Dec08 to Nov09 Source: Bovespa Figure 72. BBAS3 participation in ISE, ITAG and IGC 159 - Banco do Brasil – MDA 1Q09 4 10 – Strategic Investments 10.1 Information Since 1Q08, the non-financial companies of the insurance, pension plan and capitalization segment and other activities start to comprise the consolidated statements of Banco do Brasil. Table 127. Interest in the capital of companies R$ thousand Financial Activity - Country BB Gestão de Recursos - Distrib de Tít. e Val. Mobiliários S.A. Share Book Value Book Value Equivalence Results Activity 09.31.08 03.31.2009 03.31.2008 03.31.2009 Asset Management 100% 211,409 228,779 84,823 BB Banco de Investimento S.A. Investiment Bank 100% 2,091,235 2,383,575 266,684 BB Banco Popular do Brasil S.A. Banking 100% 23,892 19,490 1,055 BB Leasing S.A. - Arrendamento Mercantil Leasing 100% 40,552 73,754 (2,737) BESC Distribuidora de Títulos e Valores Mobiliários S.A. Asset Management 99,62% 7,948 - 45 BESC Financeira S.A. - Crédito, Financiamento e Investimentos Credit and Financing 99,58% 18,758 - 43 Leasing 99% 19,493 - 150 Multiple Bank 71,25% 2,056,704 - - Banco do Brasil – Ag. Viena Banking 100% 262,906 94,771 (4,458) BB Leasing Company Ltd. Leasing 100% 97,766 70,996 (237) BB Securities LLc. Asset Management 100% 2,196 4,097 (894) BB Securities Ltd. Asset Management 100% 49,714 35,775 1,597 Brasilian American Merchant Bank – BAMB Banking 100% 789,063 575,672 4,158 BB USA Holding Company, Inc Holding 100% 2,834 2,116 (3) Brasilveículos Companhia de Seguros Insurance Company 70,00% 389,283 217,341 6,654 Cia. de Seguros Aliança do Brasil Insurance Company 100% 201,999 220,160 58,906 BESC Leasing S.A. – Arrendamento Mercantil Banco Nossa Caixa S.A. Ramo Financeiro – Exterior Ramo Segurador, de Previdência e de Capitalização Brasilcap Capitalizações S.A. Brasilprev Seguros e Previdência S.A. Brasilsaúde Companhia de Seguros Seguradora Brasileira de Crédito à Exportação – SBCE Nossa Caixa Capitalização S.A. Capitalization 49,99% 81,429 81,068 19,667 Insur. Company / Pension 49,99% 200,030 175,604 24,489 Insur. Company / Health 49,92% 25,083 24,832 (181) Insurance Company 12,09% 2,256 2,151 5 Capitalization 71,25% 3,834 - - 7,229 Outras Atividades Ativos S.A. Credit Acquisition 100% 54,249 31,947 Nossa Caixa S.A. - Administradora de Cartões de Crédito Service Rendering 71,25% 7,438 - - BB Administradora de Cartões de Crédito S.A. Service Rendering 100% 23,752 26,577 2,345 Consortiums 100% 26,745 25,907 9,825 Broker 100% 56,032 51,088 22,499 Tourism 100% 738 - 244 IT 99,39% - - (3,420) Cia. Brasileira de Soluções e Serviços CBSS – Visavale Service Rendering 40,35% 48,197 39,072 1,293 Cia. Brasileira de Meios de Pagamento CBMP – Visanet Service Rendering 31,63% 155,696 403,035 105,387 Kepler Weber S.A. Industry 17,67% 28,880 30,549 -99 Neoenergia S.A. Energy 11,99% 994,422 889,121 24,813 Companhia Brasileira de Securitização – Cibrasec Credit Acquisition 9,09% 7,004 6,594 558 Tecnologia Bancária S.A. – Tecban Service Rendering 8,96% 13,974 13,395 95 BB Money Transfers, Inc Service Rendering 100% 2,836 2,116 (1) BB Administradora de Consórcios S.A. BB Corretora de Seguros e Administradora de Bens S.A. BB Tur Viagens e Turismo Ltda. Cobra Tecnologia S.A. 160 - Banco do Brasil – MDA 1Q09 10.2 Insurance, Pension Plans and Capitalization Banco do Brasil, through BB Banco de Investimentos, a wholly-owned subsidiary, maintains interest in companies in the areas of insurance, pension plans and capitalization, which enables it to offer its clients a broad range of non-banking products. The table below details the holdings and the line of business of each one of these companies. Table 128. Insurance, Pension Plans and Capitalization Company Share % Business Partnership Cia. De Seguros Aliança do Brasil S.A. BrasilVeículos Cia de Seguros Brasilprev Brasilcap Brasilsaúde 100.00 70.00 49.99 49.99 49.92 Health and Other Activities Vehicle Pension Capitalization Health Sul América Seguros Principal Financial Group e Sebrae Icatu Hartford, Sul América e Aliança da Bahia Sul América Seguros Companies Results To make the understanding easier and to enhance the disclosure of the insurance, pension and capitalization businesses, we present in this chapter a Income Statement for each operating activity. In reference to 1Q08, the period considered is from december 2007 to february 2008, in reference to 4Q08 the period considered is from september to november 2008 and in reference to 1Q09 the period considered is from december 2008 to february 2009, since the insurance, pension and capitalization companies consolidation period always considers one month gap. 161 - Banco do Brasil – MDA 1Q09 10.2.1 Income Statement by Line of Business Table 129. Income Statement by Line of Business R$ thousand 1Q09 Auto Rev. from Insurance Pension Plans and Capitalization Retained Insurance Premiums Revenues from Pension Plans Revenues from Capitalization Changes in Technical Provisions Insurance Pension Plans Capitalization Benefits and Redemption Expenses Earned Premiums Retained Claims Marketing Expenses Insurances Pension Plans Capitalization Other Operating Income (Expenses) Activity Result Administrative Expenses Tax Expenses Financial Income Financial Revenues Financial Expenses Operating Income Equity Account Adjust Non-operating Income Income before Taxes Income and Social Contribution Taxes Profit Sharing Net Income (Loss) 278,490 278,490 (14,765) (14,765) 263,725 (175,816) (30,494) (30,494) (22,631) 34,784 (30,197) (7,422) 23,959 26,759 (2,799) 21,125 123 619 21,866 (7,297) (4,601) 9,968 1T09 Fee Income – Commission Fee Income – BB Fees Fee Income – Assets Management Insurance Value Added 162 - Banco do Brasil – MDA 1Q09 Total Life and Other Health 6,654 - 32,895 - Pension Plans 716,325 1,224,470 716,325 1,224,470 (10,829) (1,171,446) (10,829) - (1,171,446) (46,380) 705,496 (337,941) (156,462) (18,088) (156,462) (18,088) (62,359) 74,570 148,734 63,127 (67,735) (44,680) (24,966) 56,070 64,588 89,367 554,825 (33,297) (490,237) 112,102 83,036 111 696 23 112,909 83,059 (37,408) (32,148) (7,186) (1,922) 68,315 48,989 Insurance Auto Equity Income Result Insurance Life and Health Other 49,238 388,597 49,238 388,597 (515) 4,450 (515) 4,450 48,724 393,048 (40,295) (121,830) (2,630) (123,338) (2,630) (123,338) (2,888) (36,840) 2,911 111,039 (4,328) (33,210) (150) (17,394) 2,262 30,045 2,357 60,251 (94) (30,206) 498 90,480 (12) 78 498 90,545 138 (30,250) (1,196) (1,389) (362) 58,906 Total 58,906 65,560 1,138 93,227 127,260 - 40,451 40,451 1,458 152 2,893 4,503 41,007 1,290 195,477 237,774 Pension Plans Capitalization Consolidated 509,315 509,315 (449,340) (449,340) (35,858) (35,858) (7,248) 16,868 (15,837) (3,050) 69,530 137,803 (68,272) 67,512 (946) 66,566 (25,629) (1,596) 39,342 2,450,110 716,325 1,224,470 509,315 (1,631,615) (10,829) (1,171,446) (449,340) (46,380) 705,496 (337,941) (210,408) (156,462) (18,088) (35,858) 4,963 228,729 (128,252) (28,016) 190,386 781,995 (591,609) 262,650 111 (227) 262,533 (95,184) (10,704) 156,843 Capitalization Consolidated 20,755 110,804 6,057 8,623 141,940 18,341 27,825 86,617 18,708 8,055 31,266 67,595 65,258 370,627 24,489 10.2.2 Combined Ratio The combined ratio shows the percentage of earned premiums used up by operating expenses in the insurance business (retained claims, expenses with marketing and administrative expenses). The consolidated combined ratio showed improvement and closed the quarter at 79.7%, against 78.7% in 1Q08. Consolidated 82.2 7.1 82.0 24.7 24.2 50.4 2Q 07 Aut o 78.7 80.7 7.7 9.2 8.3 8.1 8.6 24.3 23.4 23.0 23.2 22.7 22.2 50.0 44.9 46.1 49.4 48.3 46.0 47.9 3Q 07 4Q 07 1Q 08 2Q 08 3Q 08 4Q 08 1Q 09 7.8 79.5 79.7 76.9 77.3 9.6 87.1 88.5 85.0 5.6 87.0 10.4 5.7 91.4 12.5 5.8 86.9 10.1 5.8 93.2 92.2 11.8 5.9 10.4 5.3 97.9 12.5 5.2 2Q 07 71.0 3Q 07 73.0 4Q 07 71.1 1Q 08 75.5 2Q 08 78.9 3Q 08 84.0 4Q 08 13.4 11.6 12.3 64.6 66.4 62.2 65.1 67.7 64.5 67.3 66.7 2Q 07 3Q 07 4Q 07 1Q 08 2Q 08 3Q 08 4Q 08 1Q 09 Lif e a nd Others 77.6 5.5 77.2 6.0 34.2 72.4 71.1 5.4 5.9 34.2 32.4 32.6 33.1 1Q 09 70.8 65.1 6.0 8.4 5.4 31.6 31.4 38.0 37.0 30.3 31.1 34.2 33.3 28.0 31.0 2Q 07 3Q 07 4Q 07 1Q 08 2Q 08 3Q 08 4Q 08 1Q 09 Expenses for Marketing / Ea rned Premius - % Raited Claims - Earned Pre miu s - % 163 - Banco do Brasil – MDA 1Q09 72.8 5.5 69.9 82.7 Administrative Expen ses / Ear ned Premius - % Figure 73. Combined Ratio 11.5 11.6 10.4 12.5 34.1 80.5 13.2 12.1 87.5 10.1 12.0 9.0 97.0 10.1 5.4 89.7 11.2 11.8 90.5 11.3 11.6 Health 96.2 10.2 92.6 89.0 10.2.3 Brasilveículos The market share of Brasilveículos in January 2009 was 7.3%, against 6% in January 2008, gaining 6th place in the SUSEP ranking. This performance was reflected in the growth of turnover, which surpassed R$ 267 million in retained premiums in the quarter, 20.5% higher than the same prior-year period. As regards the new rules of Minimum Capital Required, effective as from January 1, 2008, the company is in compliance and presents a rate of sufficiency that is 1.12 times the Shareholders' Equity. Table 130. Brasilveículos Data R$ thousand Chg. % 1Q08 Earned Premiums Retained Claims Net Income ROE - % 219,038 (139,780) 19,4067 6.2 4Q08 271,156 (161,502) 9,340 3.3 1Q09 278,490 (175,816) 9,968 3.4 On 1Q08 On 4Q08 27.1 25.8 (48.6) 2.7 8.9 6.7 R$ thousand Chg. % Mar/08 Fleet – thousand Volume of the Managed Portfolio Rate of Portfolio Retention 750 447,139 81.84 Dec/08 807 593,663 79.46 Mar/09 821 599,573 79.53 On Mar/08 9.5 34.1 (2.8) On Dec/09 1.7 1.0 0.1 Awards and Highlights The renewal solution of BB Seguro Auto via mobile phone was deployed in the wap environment of bbseguro and in the wap portal of Banco do Brasil in March 2009. The company is the pioneer in the automotive insurance renewal service via mobile phone, where the client can also enjoy various services available, such as maps, routes and addresses for the performance of prior survey. Brasilveículos achieved a prominent position in the first quarter of 2009 when it received from Revista Segurador Brasil the "Segurador Brasil 2009" award, in the category of "best global performance in vehicle insurance". 164 - Banco do Brasil – MDA 1Q09 10.2.4 Brasilsaúde Brasilsaúde sells Health Insurance and Dental Insurance in the Collective Business and Collective by Adhesion categories, with the business segment as its target audience. In the first quarter of 2009, the company attained R$ 49.8 million in retained premiums, an increase of 42% in relation to 2008. Table 131. Brasilsaúde Data R$ thousand Chg. %. 1Q08 Earned Premiums Retained Claims Net Income ROE - % 34,495 (24,180) 1,768 3.5 4Q08 48,494 (40,274) 125 0.2 1Q09 49,238 (40,295) (362) (0.7) On 1Q08 On 4Q08 42.7 66.6 1.5 0.1 - - R$ thousand Chg. %. Mar/08 Lives Insured Volume of the Managed Portfolio 88 54,594 Dec/08 127 62,488 Mar/09 127 61,487 On Mar/08 44.3 12.6 On Dec/09 0.0 (1.6) Awards and Highlights Brasilsaúde achieved a prominent position in the first quarter of 2009 when it received from Revista Segurador Brasil the "Segurador Brasil 2009" award in the category of "best global performance in health insurance". 165 - Banco do Brasil – MDA 1Q09 10.2.5 Aliança do Brasil With a market share of 42.3% in rural insurance, Aliança do Brasil keeps its leadership in the ranking of this segment. The sales of BB Seguro Agrícola attained R$ 26.1 million in net premiums issued, up to March 2009. In life insurance, the company attained R$ 281.3 million in net premiums issued, 23.8% higher than in the first quarter of 2008. In the YTD up to March 2009, the company determined R$ 376.1 million in retained premiums and net income of R$ 60.6 million, up 17% over the same quarter of 2008. The accumulated loss ratio of the period attained 34.3% against 32%, in the first quarter of 2008. As regards the new rules of Minimum Capital Required, effective as from January 1, 2008, the company is in compliance and presents a rate of sufficiency that is 1.16 times the Shareholders' Equity. Table 132. Aliança do Brasil Data R$ thousand Chg. % 1Q08 Earned Premiums Retained Claims Net Income ROE - % 312,508 (102,475) 48,915 12.8 4Q08 452,537 (107,130) 62,809 16.6 1Q09 388,597 (121,830) 58,906 14.6 On 1Q08 On 4Q08 24.3 18.9 20.4 (14.1) 13.7 (6.2) R$ thousand Chg. % Mar/08 Life Insurance Policies - thousand Volume of the Managed Portfolio 2,502 878,007 Dec/08 2,105 1,139,407 Mar/09 2,302 1,183,399 On Mar/08 (8.0) 34.8 On Dec/09 9.4 3.9 Awards and Highlights Aliança do Brasil achieved a prominent position in the first quarter of 2009 when it received from Revista Segurador Brasil the "Segurador Brasil 2009" award, in the categories of "best global performance", "best performance in rural risks" and "highlight of sales in rural risks". 166 - Banco do Brasil – MDA 1Q09 10.2.6 Brasilcap Brasilcap maintained its leadership in the capitalization market, with market share of 22.8% in collection and in reserves, accumulated up to January 2009. Maintaining the level of the quarterly collections of 2008, the company attained R$ 506.8 million in revenues in the first quarter of 2009. Table 133. Brasilcap Data R$ thousand Chg. % 1Q08 Revenues Net Income ROE - % 4Q08 477,880 22,258 12.5 1Q09 510,151 20,279 12.6 On 1Q08 509,315 39,342 22.9 On 4Q08 6.6 76.7 (0.2) 94 R$ thousand Chg. % Mar/08 Quantity of Bonds – thousand Volume of the Managed Portfolio Quantity of Prize-winning Bonds – thousand Sum of Prizes Distributed Technical Reserves Dec/08 Mar/09 On Mar/08 6.5 On Dec/09 3,771 4,004 4,016 0.3 2,778,734 3,267,407 3,309,462 19.1 1.3 11 9,1 8,2 (25.4) (9.9) 15,290 23,755 19,391 26.8 (18.4) 2,178,514 3,059,774 3,149,407 44.6 2.9 Awards and Highlights Brasilcap achieved a prominent position in the first quarter of 2009 when it received from Revista Segurador Brasil the "Segurador Brasil 2009" award, in the categories of "best performance" and "highlight of sales". 167 - Banco do Brasil – MDA 1Q09 10.2.7 Brasilprev The Brasilprev manteined the leadership in net funding (total volume of contributions minus redemptions) with 30.2% - position of March, Fenaprevi - and obtained the best client retention rate of the open private pension market. In January the company attained the leadership in collections in PGBL, with 24.6% of market share. In the first quarter of 2009, the company collected R$ 1.14 billion. This performance guaranteed 3rd place in the open private pension market, with a share of 12.9% in collection and 14.2% in reserves, according to the ranking of SUSEP (January/2009). Table 134. Brasilprev Data R$ thousand Var. % 1Q08 Revenues Net Income 4Q08 1Q09 On 1Q08 On 4Q08 861,748 985,777 1,224,470 40.9 13.9 41,150 56,124 48,988 19 (12.7) 11.1 13.2 11.4 ROE - % R$ thousand Chg. % Mar/08 Rate of Redemptions Dec/08 Mar/09 On Mar/08 On Dec/09 10,1 8,53 12,1 19.8 41.9 2,135 2,598 2,740 28.3 5.5 Volume of the Managed Portfolio 17,011,015 20,402,125 21,555,917 26.7 5.5 Technical Reserves 16,654,561 19,968,810 21,183,745 27.2 6.1 Active participants – thousand * These percentages, published by Fenaprevi, refer to january. Awards and Highlights Brasilprev achieved a prominent position in the first quarter of 2009 when it received from Revista Segurador Brasil the "Segurador Brasil 2009" award, in the categories of "market highlight". Also in 2009, the company received from Jornal do Comércio do Rio Grande do Sul, the "Marcas de Quem Decide" award, in the category of "most memorable and preferred brand in private pension from Rio Grande do Sul". 168 - Banco do Brasil – MDA 1Q09 10.3 Acquisition, Incorporations and Strategic Partnership This chapter gathers the main distinctions of the transactions effected by Banco do Brasil in 1Q09, as well as those that are in progress, according to the material facts published to the market. 10.3.1 Transactions in the Period Banco Nossa Caixa On 12/23/2009, the General Meeting of Shareholders of BB approved the acquisition of controlling interest of Banco Nossa Caixa. The contract of Sale of Shares was executed with the State Government of São Paulo on 12/19/2008. A request for registration of a Public Offering of Acquisition of Shares of Banco Nossa Caixa was filed at the Securities Commission - CVM on 1/19/2009. The price defined for the acquisition is R$ 70.63 per share. On 3/11/2009, as disclosed through a Release to the Market, Bacen approved the transfer of controlling interest do BNC to BB, an operation that was executed with the payment of the first installment (total of 18), in the amount of R$ 310.9 million on 3/16/2009. With these acts, the shares belonging to the State Government of São Paulo were transferred to BB, which became the controlling shareholder of BNC. The acquisition operation will allow BB the potential obtainment of synergies, with special emphasis on: Expansion of the Loan Portfolio and reduction of default, by means of the offer of a more complete range of products and services, besides an improvement in the credit scoring process; Expansion of services with better production of return for the customer base of Nossa Caixa with the business model and product portfolio of BB; Improvement of the efficiency of revenues, costs and gains in scale, as of the deployment of the operating model of BB; Reduction of the payment of taxes given the amortization of goodwill after takeover. The following tables evidence the main numbers of Banco Nossa Caixa. Table 135. BNC Equity Highlights Chg. % Mar/08 Assets Dec/08 Mar/09 On Mar/08 On Dec/08 51,439 54,273 54,262 5.5 (0.0) 30,000 26,892 22,592 (24.7) (16.0) Loan Operations 4,882 5,870 6,132 25.6 4.5 Permanent Assets 2,226 1,902 1,805 (18.9) (5.1) 31,908 37,213 36,655 14.9 (1.5) (5.5) Securities and Derivative financial instruments: Total Deposits Demand 3,128 4,122 3,895 24.5 Savings 10,425 11,393 11,515 10.5 1.1 Time 18,350 21,694 21,239 15.7 (2.1) Money Market Funding Shareholders' equity 169 - Banco do Brasil – MDA 1Q09 11,747 8,385 8,202 (30.2) (2.2) 2,867 3,181 2,861 (0.2) (10.1) Table 136. BNC – Highlights of the Statement of Income Chg. % Statement of Income for the Year Intermediation Income 1Q08 4Q08 1,672 1Q09 2,203 On 1Q08 1,954 On 4Q08 16.9 (11.3) Loan operations 796 939 993 24.7 5.7 Securities Income 782 1,131 878 12.3 (22.4) Income from Financial Derivatives Foreign Exchange Portfolio Compulsory Investments Income from Financial Intermediation Market Borrowing Borrowings and onlendings Financial Margin Allowance for Loan Losses (1) Net income from financial intermediation Other operating income (expenses) Fee income Administrative expenses Tax Expenses Equity in the (earnings)/loss of subsidiary and associated companies Other operating income (1) 0 - - - 2 42 13 429.2 (68.6) 92 91 71 (23.5) (22.3) (739) (1,179) (908) 22.9 (22.9) (715) (1,099) (869) 21.6 (20.9) (51.5) (24) (80) (39) 63.9 933 1,024 1,046 12.1 2.1 (185) (203) (296) 59.8 45.9 (8.7) 748 822 750 0.3 (563) (602) (597) 6.1 (0.8) 251 309 308 22.6 (0.4) (717) (765) (763) 6.5 (0.1) (73) (80) (82) 12.2 1.6 - - 12 - (4.6) 67 66 63 (6.4) (92) (132) (135) 47.1 2.2 Non-operating Income 185 220 153 (17.2) (30.3) Non-operating income (10) (28) (20) 101.2 (26.9) Profit before taxation and profit sharing 175 192 133 (24.0) (30.8) 6 (54) (82) - 51.5 (15) (24) - Other operating expenses (2) (3) Income and Social Contribution Taxes (1) (2) (3) Interest Recurring Income 166 114 51 (69.2) (55.4) Extraordinary Items: (51) (63) (400) 687.7 530.9 Allowance for loan losses (1) - - (172) - - Sundry Provisions - Other Operating Expenses (2) - - (565) - - Tax impact on PCLD and Sundry Provisions (1) (2) - - 424 - - (85) (106) (145) 71.7 37.5 34 42 58 71.7 37.5 115 51 (349) - - a) Corrections Due Diligence b) Other Civil Contingencies - Economic Plans (3) Tax Impact on Civil Contingencies - Economic Plans (3) NET INCOME/LOSS FOR THE PERIOD The adjustments identified in the Due Diligence performed in 2008, as part of the acquisition process of the controlling interest of Nossa Caixa, and the amounts referring to provisions for civil contingencies economic plans, were treated as extraordinary items in the quarter: (1) Expenses with Allowance for Loan Losses with an impact of R$ 171.8 million, resulting from: Formation of additional allowance for loan losses in the amount of R$ 174.7 million with adoption of the criterion of Banco do Brasil in the classification of loans Reversal of the amount of R$ 2.9 million of Allowance for Loan Losses referring to payments to be reimbursed of expenses with payments of retired employees and pensioners from groups A and B (hired up to May 1974) (2) Other Operating Expenses with an impact of R$ 565.4 million resulting from: 170 - Banco do Brasil – MDA 1Q09 Provision of R$ 69.3 million, based on actuarial calculations for reimbursement of the social security contribution of 11% and amounts paid above the ceiling to the group of employees and pensioners and those hired up to January 1974 (group A); Provisioning of R$ 95.2 million for expenses with retirements and pensions of employees hired between January and May 1974; Provisioning of R$ 197.8 million for expenses with medical care of the employees hired in group A and B, whose contribution has been insufficient, pursuant to actuarial calculation; Formation of supplements of provisions for civil contingencies in the amount of R$ 10.5 million, for labor contingencies of R$ 37.0 million and for fiscal contingencies in the amount of R$ 19.7 million, resulting from adjustments in the criteria of estimates. The sum of these adjustments resulted in reduction of R$ 399,966 thousand in the income/expenses of 1Q09. Disregarding the effects of these adjustments, BNC would have recorded income of R$ 50,949 thousand. In relation to the Loan Portfolio, we can observe concentration in loans to individuals, with greater relevance to Payroll Loans, which represent 40.3% of this portfolio with a sum of R$ 6,433 million in 1Q09. Loans to companies amounted to R$ 3,065 million in 1Q09, with an emphasis on the lines of Working Capital and Revolving Credit for Companies' Working Capital, which participate with 45.1% and 44.4% of the total, respectively. For further information about the Loan Portfolio of BNC, see the Nossa Caixa - Net Income 1Q09 report available on the Investor Relations website of BB. Table 137. BNC Loan Portfolio Chg. % Mar/08 Individuals Dec/08 Mar/09 On Mar/08 On Dec/08 7,289 9,917 10,760 47.6 8.5 Payroll loans 3,805 5,804 6,433 69.1 10.8 Personal Loan 1,654 1,740 1,835 11.0 5.5 Housing Loan 510 738 779 52.7 5.7 1,319 1,636 1,712 29.8 4.7 Other Businesses 2,411 2,978 3,065 27.1 2.9 Overdraft Accounts 807 1,067 1,167 44.6 9.3 Working Capital 659 798 828 25.6 3.7 Other Total 945 1,113 1,070 13.2 (3.8) 9,700 12,896 13,825 42.5 7.2 Table 138. BNC Loan Portfolio by Level of Risk Mar/08 Balance AA Dec/08 Provision Comp. % Balance Mar/09 Provision Comp. % Balance Provision Comp. % 956 - 9.9 1,562 - 12.1 1,616 - 11.7 A 1,565 8 16.1 3,520 18 27.3 3,828 20 27.7 B 4,527 76 46.7 5,068 95 39.3 5,388 103 39.0 C 1,339 63 13.8 1,270 53 9.8 1,352 59 9.8 D 573 62 5.9 741 105 5.7 750 109 5.4 E 158 48 1.6 151 45 1.2 185 55 1.3 F 111 57 1.1 131 67 1.0 153 77 1.1 G 103 72 1.1 99 69 0.8 110 77 0.8 H 368 368 3.8 355 355 2.7 442 442 3.2 9,700 754 100.0 12,896 806 100.0 13,825 943 100.0 - 174 - 1,118 Total Suppl. Prov. - Prov. Total - - - AA-C 8,387 147 86.5 11,419 166 88.6 12,185 182 88.1 D-H 1,313 607 13.5 1,476 641 11.4 1,640 761 11.9 171 - Banco do Brasil – MDA 1Q09 Table 139. BNC Deliquency Ratios Mar/08 Loan Portfolio 12,896 558 592 715 5.8% 4.6% 5.2% 32.2 38.3 32.1 8.6 18.5 9.2 54.0 52.4 51.4 1.118 Write-off Recovery of Write-offs Net Loss Provision 13,825 754 806 7.8% 6.3% 8.1% 135.17 136.17 156.21 1.9 1.6 3.4 Allowance/Loan Portfolio Allowance/Past Due Loans + 60 days Mar/09 9,700 Past Due Operations + 60 days Past Due Operations + 60 days / Loan Portfolio Dec/08 PCLD Expenses / Average Loan Portfolio (12 months) BNC serves 5,769 thousand customers with a network of 563 branches and 1,268 ATMs. Table 140. BNC Operating and Structural Highlights Chg. % Mar/08 Assets Under Management –R$ million Dec/08 Mar/09 On Mar/08 On Dec/08 22,184 24,697 27,931 25.9 Quantity of Cards – thousands 1,626 1,772 1,808 11.2 2.0 Customers – in thousands 5,731 5,673 5,769 0.7 1.7 3,453 3,223 3,275 (5.2) 1.6 559 562 563 0.7 0.2 1,276 1,287 1,268 (0.6) (1.5) Collaborators 16,237 14,817 14,831 (8.7) 0.1 Employees 15,032 14,446 14,375 (4.4) (0.5) 1,205 371 456 (62.2) 22.9 Individual Customers Checking Accounts Network of Branches ATM Interns Table 141. BNC Result Index Highlights Indicators - % 1Q08 4Q08 1Q09 Recurring Efficiency Index 51.8 51.2 50.2 Recurring ROE 26.2 17.6 6.5 Recurring ROAE 25.3 15.0 6.8 172 - Banco do Brasil – MDA 1Q09 13.1 10.3.2 Negotiations in Progress Banco Votorantim The strategic partnership reported between Banco Votorantim (BV) and BB was signed in 01/09/2009, according to the material fact published in the same date. The deal includes the acquisition, by BB, of R$ 33,356,791,198 BV ordinary shares for the price of R$ 3 billion, besides the subscription, also by BB, of new preferred shares issued by Banco Votorantim for the amount of R$ 1,2 billion. Banco do Brasil will start to have 50% of the stake and almost 50% of Banco Votorantim voting capital. The business model and the partners will be sustained, both the Shareholders will have equal representation in the board of directors, each indicating 3 members, and the president of the board of directors will be alternated between both the Shareholders. The partnership shows high strategic reasons, since it will allow Banco do Brasil to: Grow faster under and intense consolidation process of the Brazilian Banking Sector and leverage asset generation of low cost, stable and secure funding sources; Access to alternative well developed distribution channels – car dealers, partners and BV Financeira stores; Success model in sales promotion with national vehicle loan participation; Strengthen of BB acting in the capital market (Votorantim Corretora) and in the Corporate Segment. The following tables show the highlights the main points of Banco Votorantim deal: Table 142. Banco Votorantim – Performance Highlights R$ milion Chg.% Quarterly Flow 1Q08 Financial Intermediation Income Loan Revenues Lease Revenues Securities Financial Intermediation Expenses Money Market Funds Borrowing, Assignments and Onlending Allowance for Loan Losses Other Operating Income (Expenses) Fee Income Personnel Expenses Other Administrative Expenses Net Income 173 - Banco do Brasil – MDA 1Q09 2,180 1,332 11 403 (1,492) (1,189) (8) (196) (414) 190 (100) (174) 188 4Q08 3,708 3,633 297 1,373 (3,281) (2,402) (157) (185) (339) 137 (114) (235) 128 1Q09 2,653 2,176 369 870 (1,955) (1,482) (233) (317) (481) 155 (134) (225) 170 On 1Q08 21.7 63.4 3.237.7 115.6 31.0 24.6 2.900.3 61.7 16.2 (18.2) 34.0 29.9 (9.1) On 4Q08 (28.4) (40.1) 24.5 (36.6) (40.4) (38.3) 48.2 71.1 42.0 13.4 18.2 (3.9) 32.8 Table 143. Patrimonial Highlights R$ million Change % Mar/08 Dec/08 Mar/09 On Mar/08 On Dec/08 Assets 70,513 72,310 83,606 18.6 15.6 Securities 20,121 21,585 22,874 13.7 6.0 Loan Portfolio 30,606 38,184 38,973 27.3 2.1 Individuals 16,947 19,251 20,930 23.5 8.7 1,739 1,237 1,783 2.6 44.1 14,510 15,759 16,348 12.7 3.7 35.2 Payroll Loan Vehicles Loan Leasing and Subleasing Receivables 102 1,472 1,990 1,850.0 2,336 2,020 2,592 11.0 28.3 Businesses 13,659 18,933 18,043 32.1 (4.7) Deposits 17,187 18,932 22,988 33.7 21.4 Other Demand Deposits 118 109 81 (31.2) (25.7) Time Deposits 15,705 14,636 18,727 19.2 27.9 Money Market Borrowing 23,878 16,625 26,121 9.4 57.1 6,202 6,362 6,514 5.0 2.4 Shareholders’ Equity Table 144. Loan Portfolio by Level of Risk R$ million Mar/08 Balance AA Dec/08 Allowance Comp. % Balance Mar/09 Allowance Comp. % Balance Allowance Comp. % 8,153 - 26.6 11,655 - 30.5 11,268 - 28.9 A 16,666 83 54.5 20,054 100 52.5 20,872 104 53.6 B 4,032 40 13.2 4,194 42 11.0 4,173 42 10.7 C 914 27 3.0 1,182 35 3.1 1,275 38 3.3 D 247 25 0.8 362 36 0.9 486 49 1.2 E 125 37 0.4 142 42 0.4 199 60 0.5 F 82 41 0.3 122 61 0.3 149 75 0.4 G 74 52 0.2 83 58 0.2 108 76 0.3 H 313 313 1.0 390 390 1.0 443 443 1.1 30,606 619 100.0 38,184 765 100.0 38,973 886 100.0 Total Add. Prov. Total Prov. AA-C D-H 7 9 9 626 774 895 29,765 151 97.3 37,085 178 97.1 37,588 184 96.4 841 468 2.7 1,099 588 2.9 1,385 702 3.6 174 - Banco do Brasil – MDA 1Q09 Table 145. Loan Portfolio – Deliquency Mar/08 Dec/08 R$ thousand Mar/09 Loan Portfolio 30,606.1 38,183.9 38,973.2 Loans overdue 1,819.8 2,351.9 3,138.2 5.9 6.2 8.1 546.7 684.4 838.8 1.8 1.8 2.2 (135.1) (172.7) (196.0) 14.9 21.4 21.9 (120.2) (151.2) (174.1) 1.6 1.6 1.8 (626.4) (774.1) (894.8) 2.0 2.0 2.3 114.6 113.1 106.7 2.5 2.5 2.7 Past Due Loans/Loan Portfolio Past Due Loans + 90 days Past Due Loans + 90 days/Loan Portfolio Write-off Recovery of Write-offs Net Loss Net Loss/Loan Portfolio - % annualized Provision Allowance/Loan Portfolio Allowance/Past Due Loans + 90 days - % Allowance Expenses / Loan Portfolio (12 months average) Table 146. Vehicle Portfolio Average rate per crop (p.m.) Average term per crop Duration Average Portfolio Term (p.y.) Used Vehicles / Vehicles Portfolio - % Average Vehicle Age (years) Financed Value / Good Value – average % Mar/08 1.7 43 18.4 22.9 86.9 6.9 63.2 Dec/08 2.2 43 18.4 26.6 85.7 6.5 66.6 Table 147. Operational and Structure Highlights Customers Managed Resources Partners* Number of Branch Offices *Includes employees, statutories and interns. 175 - Banco do Brasil – MDA 1Q09 Dec/08 2,727 15,679 6,605 117 Mar/09 2,782 15,172 6,698 117 Mar/09 2.0 43.0 18.1 26.4 86.4 6.4 67.2 11 – Financial Statements 11.1 Summarized Balance Sheet Table 148. Balance Sheet – Assets (R$ million) Jun/07 Sep/07 Dec/07 Mar/08 Jun/08 Sep/08 Dec/08 ASSETS 342,049 351,651 367,210 414,193 416,503 458,873 521,273 Current and long-term assets 336,146 345,739 360,906 406,228 409,461 450,656 511,761 Available funds 4,724 4,366 4,352 4,790 5,754 6,847 5,545 Short-term interbank investments 51,614 51,419 51,124 72,689 54,283 71,092 119,408 Open market investments 39,961 42,938 43,391 57,963 44,064 61,637 95,160 Interbank deposits 11,653 8,481 7,733 14,725 10,219 9,454 24,249 Marketable securities 72,071 74,126 75,201 81,490 82,301 85,954 86,909 Securities for trading 10,856 14,046 19,112 24,717 26,009 26,475 26,136 Securities available for sale 39,379 38,466 38,109 35,388 35,480 37,777 38,374 Securities held to maturity 20,589 20,029 16,830 20,485 19,597 20,443 20,123 Financial derivatives 1,247 1,585 1,150 899 1,216 1,258 2,276 Interbank accounts 30,759 31,503 33,445 36,340 38,260 38,238 21,287 Central Bank deposits 28,711 29,199 32,278 31,102 33,666 35,564 20,882 Compuls. dep, on demand, Dep & float 11,714 10,768 10,768 11,127 12,952 12,220 12,439 Compulsory dep, on savings dep, 16,996 18,430 21,510 19,975 20,714 23,344 8,443 Others 2,048 2,304 1,167 5,238 4,594 2,675 405 Interdepartmental accounts 32 73 188 118 126 138 228 Loans 125,502 129,487 138,817 149,507 165,558 175,599 190,882 Public sector 4,631 4,643 2,472 6,286 14,670 3,038 12,471 Private sector 129,975 134,184 146,324 153,543 161,661 183,345 191,589 (Allowance for loan losses) (9,104) (9,341) (9,980) (10,322) (10,773) (10,783) (13,179) Leasing 22 26 32 1,355 13 13 2,968 Leasing and sub-leasing receivables 1,068 1,095 1,109 1,380 1,369 1,575 4,880 Public sector 100 93 80 69 58 48 55 Private sector 968 1,002 1,028 1,311 1,311 1,527 4,825 (Unearned lease income) (1,024) (1,047) (1,054) (1,320) (1,518) (1,842) (Allowance for lease losses) (22) (23) (23) (25) (36) (44) (71) Other receivables 50,344 53,245 54,883 59,211 58,917 68,375 83,279 Receivable on guarantees honored 49 47 49 55 49 51 71 Foreign exchange portfolio 9,892 11,538 9,023 12,608 10,060 17,053 20,914 Income receivable 298 317 372 433 435 402 413 Trading and brokerage of securities 159 191 259 338 183 287 347 Specific credits 719 738 757 776 797 821 846 Special operations 1 1 1 1 0 0 0 Credits from Insurance, Pension and Capitalization Op. 269 304 396 441 Tax credits 13,746 13,881 13,826 14,051 14,337 14,994 16,499 Atuarial Assets 2,460 2,364 2,268 2,180 2,092 2,003 7,794 Warrants Deposits Receivable 14,710 15,110 15,409 16,394 16,671 17,481 18,007 Other credits 9,166 9,915 13,816 13,120 15,074 16,008 19,325 (Provision or doubtful receivables) (856) (856) (896) (1,014) (1,082) (1,121) (1,377) (With loan characteristics) (315) (300) (311) (347) (357) (360) (579) (Without loan characteristics) (541) (556) (585) (667) (726) (760) (798) Other assets 1,079 1,495 2,865 729 4,249 4,400 1,256 Statutory profit sharing 0 0 0 0 0 0 0 Others 271 254 262 300 297 304 308 (Provision for possible losses) (148) (152) (152) (164) (162) (165) (170) Prepaid expenses 955 1,393 2,755 593 4,114 4,261 1,118 Permanent assets 5,903 5,912 6,304 7,964 7,042 8,217 9,512 Investments 1,262 1,276 1,368 1,055 1,190 1,589 966 Investm, in assoc. and subsidiary co, 1,207 1,233 1,316 131 360 763 163 Other investments 127 108 115 990 893 893 871 (Provision for losses) (71) (65) (64) (66) (62) (66) (68) Property and equipment 2,715 2,657 2,844 2,966 2,900 3,037 3,339 Land and buildings in use 2,328 2,337 2,349 2,585 2,429 2,510 2,668 Land and buildings in use reavaliation Other property and equipment in use 4,257 4,305 4,594 4,975 5,007 5,278 5,610 (Accumulated depreciation) (3,870) (3,985) (4,100) (4,594) (4,536) (4,751) (4,940) Leased assets 1,362 1,430 1,507 7 2,330 2,939 4 Leases assets 1,748 1,845 1,937 464 2,796 3,402 8 (Accumulated depreciation) (387) (415) (430) (457) (466) (463) (4) Intangible 3,294 4,598 Intangible Assets 3,294 4,600 (Accumulated amortization) (2) Deferred charges 563 550 586 642 622 652 604 Organization and expansion costs 1,365 1,402 1,490 1,703 1,731 1,835 1,846 (Accumulated amortization) (802) (852) (904) (1,060) (1,109) (1,183) (1,241) *Adjusted series since June 2007, concerning the CMN Resolution # 3,535, of 08.31.2008. For futher information see Presentation. 176 - Banco do Brasil – MDA 1Q09 Mar/09 591,925 577,351 7,516 131,796 103,356 28,440 110,594 32,475 45,269 31,433 1,417 30,925 25,543 12,381 13,162 5,382 99 205,376 3,767 216,684 (15,075) 3,246 3,352 53 3,299 (106) 86,156 81 19,041 513 150 868 0 586 20,413 7,794 20,024 18,363 (1,676) (649) (1,027) 1,642 0 356 (183) 1,469 14,574 961 188 869 (96) 3,588 2,825 152 6,018 (5,407) 3 429 (426) 9,391 10,544 (1,154) 632 2,226 (1,594) Table 149. Balance Sheet – Liabilities (R$ million) Jun/07 LIABILITIES AND SHAREHOLDERS' EQUITY Current and long-term assets Deposits Demand deposits Savings deposits Interbank deposits Time deposits Investment deposits Money market borrowing Own portfolio Third-party portfolio Others Funds from acceptances and securities placed Foreign securities Interbank accounts Receipts and payments pending settlement Correspondent banks Interdepartmental accounts Third-party funds in transit Internal transfers of funds Borrowing Foreign borrowing Domestic onlending – official institutions Federal Treasury National Development Bank (BNDES) Caixa Econômica Federal (CEF) Fed. Prog. for Cap. Equip. Finan. (FINAME) Other institutions Foreign onlending Financial derivatives Other accounts payable Collection of taxes and contributions Foreign exchange portfolio Stockholders and statutory distributions Taxes and social security Trading and brokerage of securities Technical Prov. Insurance, Pension & Capitalization. Op. Financial and Development Funds Perpetual Securities Special operations Obligations for Lotto Operations Subordinated Debt (FCO) Actuarial liabilities Other liabilities Deferred income Corporate Profit Sharing Shareholders’ equity Capital (Unpaid Capital) Capital reserves Revaluation reserves Revenue reserves Mark-to-market – securities and derivatives Retained earnings (accumulated losses) (Treasury shares) Income accounts Sep/07 Dec/07 342.049 319.644 164.545 36.841 40.831 5.146 81.427 300 74.719 41.880 32.539 300 1.487 1.487 1.697 1.695 2 1.318 1.293 25 3.354 3.354 15.240 3.141 4.843 351.651 328.479 172.180 38.712 43.831 5.603 83.640 394 74.845 29.537 40.859 4.450 1.616 1.616 1.929 1.926 3 1.497 1.470 27 2.981 2.981 16.528 3.132 5.121 367.210 342.825 188.282 51.311 45.839 5.144 85.520 468 72.270 28.126 44.144 1.297 1.297 12 2 9 2.428 2.311 117 2.833 2.833 17.487 3.185 8.713 6.759 498 4 2.052 55.227 1.851 14.166 763 11.509 168 7.516 759 0 2.475 54.428 1.917 11.600 1.056 12.081 195 4.866 723 0 1.947 56.268 233 6.609 850 12.725 243 2.006 978 2 1.847 932 2 2.117 894 2 9.574 3.562 10.648 100 9.829 3.932 11.037 107 10.012 4.051 18.533 123 22.305 12.711 6 9.145 443 - 23.065 12.711 0 6 8.933 384 1 1.031 24.262 13.212 0 6 10.695 350 - Mar/08 Jun/08 414.193 388.786 189.751 44.142 48.112 6.247 90.939 310 99.716 37.545 61.771 400 1.260 1.169 3.049 3.036 13 1.369 1.273 96 3.251 3.251 18.250 3.184 9.198 5.194 673 0 1.876 70.264 2.443 10.939 1.342 12.244 590 10.575 2.125 887 2 10.405 4.111 14.600 25.407 13.212 0 6 10.125 85 1 1.978 416.503 389.968 195.216 43.603 49.096 5.578 96.495 443 93.097 45.999 46.418 680 2.025 1.857 3.611 3.598 13 1.185 1.160 25 3.244 3.244 19.255 3.246 9.555 5.802 652 0 1.953 70.382 2.505 7.949 1.235 13.370 155 11.183 2.251 807 2 10.774 4.166 15.985 164 26.371 13.212 5 6 13.090 58 - Sep/08 458.873 430.819 229.810 42.955 52.693 6.309 127.582 270 85.339 28.632 56.707 2.664 2.465 2.438 2.423 14 1.315 1.268 46 5.008 5.008 19.640 3.276 9.380 6.085 898 0 1.367 83.238 2.770 15.761 1.549 14.540 382 12.075 2.277 971 2 11.232 4.285 17.394 165 27.889 13.699 5 7 12.750 (33) 0 1.461 *Adjusted series since June 2007, concerning the CMN Resolution # 3,535, of 08.31.2008. For futher information see Presentation. 177 - Banco do Brasil – MDA 1Q09 Dec/08 521.273 491.336 270.841 51.949 54.965 14.065 149.618 243 91.130 21.927 69.203 3.479 3.210 21 1 20 2.496 2.495 0 7.627 7.627 22.436 3.485 11.168 6.585 1.199 98 3.895 89.312 252 15.964 1.838 17.570 401 12.675 2.458 1.185 2 11.772 5.662 19.531 (0) 29.937 13.780 5 7 15.977 199 (31) - Mar/09 591.925 560.232 305.002 47.276 70.567 8.406 178.487 266 106.452 31.133 75.319 3.074 2.762 1.940 1.924 16 1.862 1.808 53 9.991 9.991 22.220 3.532 10.753 165 6.826 945 104 3.164 106.422 3.156 15.380 985 17.686 145 13.771 3.741 1.174 2.136 9 14.371 5.738 28.130 834 30.859 13.780 5 7 15.759 124 (31) 1.215 11.2 Summarized Corporate Law Income Statement Table 150. Summarized Corporate Law Income Statement (R$ million) Financial Intermediation Income Loans Leasing Securities Financial Derivatives Foreign Exchange Portfolio Compulsory Investments Financial Inc. from Insur., Pension & Capit. Op. Financial Intermediation Expenses Money Market Funds Borrowing. Assignments and Onlending Allowance for Loan Losses Gross Income from Financial Intermediation Other Operating Income (Expenses) Fee Income Banking Fees Revenues Personnel Expenses Other Administrative Expenses Taxes Equity Int. in the Results of Subs. and Affil. Income f/ Insur., Pension & Capitalization Op. Other Operating Revenues Other Operating Expenses Operating Income Non-operating Income Income Before Taxes Income and Social Contribution Taxes Statutory Profit Sharing Corporate Profit Sharing Net Income 178 - Banco do Brasil – MDA 1Q09 2Q07 3Q07 4Q07 1Q08 10,125 6,069 45 3,167 318 125 401 10,333 6,517 49 3,355 (149) 155 405 10,172 6,610 48 3,088 (10) 26 411 (6,105) (4,416) (393) (1,296) 4,020 (2,297) 2,437 (2,513) (1,647) (525) (63) (6,483) (4,753) (498) (1,232) 3,850 (2,062) 2,498 (2,449) (1,736) (513) 50 (6,160) (4,281) (351) (1,528) 4,012 (2,350) 2,590 (2,343) (1,888) (537) 109 1,575 (1,561) 1,724 12 1,736 (530) (137) 1,068 1,363 (1,274) 1,789 43 1,831 (293) (175) 1,364 981 (1,261) 1,663 196 1,859 (485) (157) 1,217 10,971 7,001 49 3,767 (448) 122 428 53 (7,232) (4,909) (720) (1,603) 3,739 (853) 2,915 (1,933) (1,809) (566) 318 101 1,394 (1,272) 2,887 224 3,111 (462) (301) 2,347 2Q08 3Q08 4Q08 1Q09 10,770 15,076 18,824 14,489 6,910 8,697 10,613 8,502 59 58 147 138 3,057 5,771 8,097 5,730 302 (85) (1,053) (62) (112) (50) 503 (116) 468 590 424 176 85 94 93 121 (6,954) (11,409) (17,226) (11,131) (5,122) (7,068) (8,432) (7,761) (88) (2,973) (4,903) (716) (1,744) (1,367) (3,892) (2,654) 3,816 3,667 1,597 3,359 (1,593) (1,449) 2,744 (2,664) 2,259 2,259 2,338 2,255 646 673 720 688 (2,131) (2,377) (2,430) (3,152) (1,855) (2,069) (2,185) (2,691) (605) (577) (887) (667) (129) 496 707 (90) 220 218 353 303 1,976 1,322 7,090 2,061 (1,975) (1,396) (2,962) (1,371) 2,223 2,219 4,342 694 79 105 5 16 2,301 2,324 4,347 711 (445) (216) (1,022) 1,182 (212) (241) (380) (227) 0 1,644 1,867 2,944 1,665 11.3 Income Statement with Reallocations Table 151. Income Statement with Reallocations (R$ million) 2Q07 Financial Intermediation Income Loans Leasing Securities Financial Derivatives Foreign Exchange Portfolio Compulsory Investments Financial Income from Insur., Pension & Capitalization Op. FX Gain(Loss)on Foreign Investments Other Op. Inc. of a Fin. Intermed. Nature Tax Hedge Financial Intermediation Expenses Money Market Funds Borrowing .Assignments and Onlending Net Interest Income Allowance for Loan Losses Net Financial Margin Fee Income Fee Income Banking Fee Income Taxes on Revenues Contribution Margin Administrative Expenses Personnel Expenses Other Administrative Expenses Other Tax Expenses Commercial Income Legal Risk Legal Claims Labor Lawsuits Other Operating Income (Expenses) Eq.Interest in Resul. Subs. and Affil. Res. From Insurance, Pension Plan and Capitalization Op. Other Operating Income/Expenses Other Operating Income Other Operating Expenses Operating Income Non-Operating Income Income Before Taxes Income and Social Contribution Taxes Interest on Own Capital Tax Benefit Interest on Own Capital Tax Benefit Statutory Profit Sharing Recurring Income Non-Recurring Items Previ – Suspension of contributions - Plan I Cassi – Assistance Plan PAA – Prov, for Retirement Incentive Plan Permanent Exclusions Tax Benefit Disposal of investments (Bov. Hold. & BM&F) Sale of Interest in VISA Internacional Disposal of investments (Telemar) Revaluation of Consolidated Interest Economic Plans Credit assignment Tax Efficiency Cards Replacement Contingent Liabilities (BESC) Tax Credit (BESC) Previ – Non-recognized Actuarial Gains Cassi – Non-recognized Actuarial Losses Additional Provision for Loan Losses Provision for labor, civil and tax claims Tax credits – diffirential of CSLL rate Tax FX and Statutory Profit Sharing over Extraord. Items Net Income 179 - Banco do Brasil – MDA 1Q09 3Q07 4Q07 10,016 6,069 45 3,167 318 125 401 (223) 114 (4,809) (4,416) (393) 5,208 (1,236) 3,971 2,437 2,437 (489) 5,919 (3,268) (1,713) (1,519) (36) 2,652 (303) (102) (201) 0 160 (160) 727 (887) 2,349 12 2,362 (743) 112 (137) 10,267 6,517 49 3,355 (149) 155 405 (100) 34 (5,111) (4,613) (498) 5,156 (1,216) 3,940 2,498 2,498 (476) 5,963 (3,368) (1,759) (1,572) (37) 2,595 (219) (73) (146) 48 148 (100) 705 (805) 2,424 43 2,467 (650) 113 (175) 10,110 6,610 48 3,088 (10) 26 411 (94) 31 (4,632) (4,281) (351) 5,478 (1,497) 3,981 2,590 2,590 (495) 6,076 (3,708) (1,936) (1,729) (42) 2,368 (306) (87) (219) (140) 204 (344) 711 (1,054) 1,922 47 1,969 (522) 120 (157) 1,481 (413) 76 (676) (26) - 1,642 (278) (403) (141) 141 (91) - 1,290 (73) (90) (98) 149 (71) - 1Q08 11,046 7,208 49 3,571 (448) 122 428 53 27 35 (5,477) (4,757) (720) 5,568 (1,534) 4,034 2,915 2,915 (534) 6,415 (3,561) (1,801) (1,734) (26) 2,854 (125) 6 (132) (424) (115) 101 (410) 879 (1,290) 2,305 224 2,529 (669) 125 (301) 1,559 789 305 241 (82) 67 302 - 2Q08 11,043 7,197 59 3,057 302 (112) 468 85 (294) 280 (5,210) (5,122) (88) 5,833 (1,687) 4,146 2,905 2,259 646 (571) 6,480 (3,696) (1,989) (1,672) (34) 2,784 (215) (74) (141) (380) 23 220 (624) 701 (1,324) 2,189 79 2,267 (592) 123 (212) 1,463 181 142 (54) 110 (54) - 3Q08 4Q08 15,894 8,993 58 5,771 (85) (50) 590 94 496 27 (9,862) (6,889) (2,973) 6,032 (1,338) 4,694 2,933 2,259 673 (489) 7,138 (3,905) (2,020) (1,797) (88) 3,233 (155) 4 (159) (307) 0 218 (526) 889 (1,415) 2,771 105 2,876 (598) 138 (241) 2,037 (170) (192) (360) 194 - 20,412 11,106 147 8,097 (1,053) 503 424 93 711 50 334 (13,335) (8,432) (4,903) 7,077 (2,240) 4,837 3,058 2,338 720 (589) 7,305 (4,515) (2,301) (2,043) (170) 2,791 (226) (97) (129) (189) (3) 353 (539) 1,230 (1,769) 2,375 5 2,380 (557) 140 (198) 1,626 1,318 (44) 5,326 (1,259) (1,594) - 1Q09 15,260 8,951 138 5,730 (62) (116) 176 121 (85) 471 (64) (8,275) (7,558) (716) 6,985 (2,491) 4,494 2,943 2,255 688 (618) 6,819 (3,973) (2,129) (1,801) (43) 2,846 (197) (95) (102) (550) (5) 303 (849) 795 (1,643) 2,099 16 2,115 (577) 179 (181) 0 1,357 309 (95) (1,367) 1,213 213 216 37 (45) 37 188 (1,110) 557 1,068 1,364 1,217 2,347 1,644 1,867 2,944 1,665 Vice-Presidency of Finance, Capital Markets and Investor Relations Vice-President Aldo Luiz Mendes Investor Relations Manager Marco Geovanne Tobias da Silva Executive Manager Gilberto Lourenço da Aparecida Divisional Managers Eduardo Amaral Pilenghi Gisele Campana Rodrigues Analysts Bruno Santos Garcia Carla Sarkis Teixeira Daniel Henrique Sousa Diniz Domingos Pereira dos Santos Neto Glauco Ribeiro Barbirato Tavares Joabel Martins de Oliveira Joaquim Camilo de Castro Karen de Rezende Machado Kimie Fueta Pellizzaro Leonardo Resende Nader Marcelo de Campos e Silva Marcone Edson de Vasconcelos Formiga Filho Mariana Reschke da Cunha 180 - Banco do Brasil – MDA 1Q09 FINANCIAL STATEMENTS 1Q09 RESULTS Todo seu ÍNDEX FINANCIAL STATEMENTS Balance Sheet Income Statement Statement of Changes in Stockholder’s Equity Cash Flow Statement Added Value Statement EXPLANATORY NOTES NOTE 1 – The Bank and its Operations NOTE 2 – Presentation of the Financial Statements NOTE 3 – Main Accounting Practices NOTE 4 – Consolidated Financial Statements NOTE 5 – Acquisition of Banco Nossa Caixa NOTE 6 – Cash and Cash Equivalents NOTE 7 – Interbank Investments NOTE 8 – Securities and Derivatives Financial Instruments NOTE 9 – Loan Operations NOTE 10 – Other Receivables NOTE 11 – Foreign Exchange Portfolio NOTE 12 – Other Assets NOTE 13 – Property and Equipment and Leased Assets NOTE 14 – Intangible Assets NOTE 15 – Money Market Borrowing NOTE 16 - Borrowings NOTE 17 – Funds Obtained in Foreign Capital Markets NOTE 18 – Other Liabilities NOTE 19 – Operation Insurance Pension NOTE 20 – Analysis of Income Statement Items NOTE 21 – Stockholders' Equity NOTE 22 – Income Tax and Social Contribution on Net Income NOTE 23 – Tax Credits NOTE 24 – Equity in the Earnings NOTE 25 – Related-party Transactions NOTE 26 – Retirement and Pension and Health Plans NOTE 27 – Compensation Paid to Employees and Management NOTE 28 – Assignment of Employees to External Organizations NOTE 29 – Commitments, Responsibilities and Contingencies NOTE 30 – Risk Management and Regulatory Capital NOTE 31 – Other Information INDEPENDENT AUDITORS REPORT SUMMARY OF THE AUDIT COMMITTEE REPORT DECLARATION OF THE BOARD OF DIRECTORS FISCAL COUNCIL REPORT EXECUTIVE BOARD Banco do Brasil S.A. Financial Statements In thousands of reais BALANCE Quarter ended 03.31.2009 SHEET BB-Domestic and Foreign Branches 03.31.2009 03.31.2008 Assets Current Assets BB - Consolidated 03.31.2009 03.31.2008 326.176.583 235.343.843 344.950.965 237.374.943 Available Funds (Note 6) 6.961.113 4.641.262 7.515.942 4.789.550 Short-term interbank investments Money market Interbank deposits (Note 7a) 136.818.450 98.620.483 38.197.967 75.297.475 56.981.121 18.316.354 123.016.163 103.355.937 19.660.226 71.672.378 56.946.960 14.725.418 (Note 8) 37.436.302 25.038.544 8.050.123 3.033.850 120.295 -1.193.490 25.631.589 8.329.575 14.618.293 977.938 537.701 398.531 769.551 53.756.339 37.294.769 12.115.278 3.033.850 120.295 -1.192.147 29.075.321 11.768.289 14.623.591 977.938 537.701 398.531 769.271 24.540.980 3.415.892 36.279.457 5.086.660 29.424.041 3.537.325 36.340.273 5.086.843 20.936.071 15.899 61.200 562 111.356 31.062.279 28.179 1.769 -100.570 25.543.110 15.899 72.113 562 255.032 31.102.117 28.179 1.769 -121.365 97.758 0 97.758 112.172 0 112.172 99.352 119 99.233 117.771 0 117.771 82.373.077 67.655.749 88.898.134 67.831.429 1.617.528 86.942.517 (6.186.968) 840.570 71.570.350 (4.755.171) 1.911.091 93.595.933 (6.608.890) 1.693.577 70.919.526 (4.781.674) Securities and derivative financial instruments Derivatives Own portfolio Subject to repurchase agreements Deposits with the Brazilian Central Bank Pledged in guarantee Subject to repurchase agreements within free movement Derivative financial instruments Interbank Accounts Payments and receipts pending settlement Restricted deposits Brazilian Central Bank deposits National Treasury - rural credits receivable National Housing Financing System (SFH) Interbank onlendings Correspondent banks Interdepartmental accounts Third-party funds in transit Internal transfers of funds Loan operations Loan operations Public sector Private sector (Allowance for loan losses) (Note 9) Lease operations Lease and sublease receivables Public sector Private sector (Unearned income from lease operation) (Allowance for lease losses) (Note 9) Other receivables Receivables on guarantees honored Foreign exchange portfolio Income receivable Negotiation and intermediation of securities Specific operations Special operations Insurance, pension plan and capitalization Sundry (Provision for other losses) Other assets Investments Other assets (Provision for devaluations) Prepaid expenses (Note 11a) (Note 10a) (Note 10b) (Note 12) (Note 12) 5.840 1.451 1.354.719 665.970 21.165 -(15.325) -- 44.881 3 (43.433) -- 21.165 1.380.850 -(47.296) 44.882 635.860 0 (14.772) 37.195.223 33.315 18.912.278 254.782 37.469 1.714 28 -18.762.689 (807.052) 25.237.966 55.249 12.608.056 207.996 201.117 -575 -12.805.809 (640.836) 39.843.587 33.315 19.040.607 475.745 150.155 1.714 28 565.184 20.425.309 (848.470) 26.269.461 55.249 12.608.056 397.488 337.558 -575 268.904 13.256.375 (654.744) 747.840 3 271.819 (149.319) 625.337 486.722 3 252.851 (148.873) 382.741 1.042.688 3 346.638 (178.069) 874.116 612.790 3 300.274 (164.279) 476.792 1 BB-Domestic and Foreign Branches 03.31.2009 03.31.2008 ASSETS BB - Consolidated 03.31.2009 03.31.2008 NON CURRENT ASSETS 211.663.031 173.376.532 246.974.268 176.817.575 LONG-TERM RECEIVABLES 194.734.400 163.005.883 232.400.169 168.853.550 (Note 7a) 8.173.676 -8.173.676 6.539.306 1.016.423 5.522.883 8.780.036 248 8.779.788 1.016.425 1.016.424 1 (Note 8) 35.089.558 5.930.875 15.664.002 11.846.544 1.421.814 -226.323 43.351.936 14.285.482 24.665.502 3.909.537 360.246 1.382 129.787 56.837.242 22.979.956 19.834.160 12.351.600 1.446.993 -224.533 52.414.276 23.254.871 24.751.996 3.909.537 366.543 1.382 129.947 2.201 -2.201 ---- 1.501.258 1.499.057 2.201 ---- 109.224.838 81.147.368 116.477.779 81.675.977 2.065.583 114.827.344 (7.668.089) 1.755.924 84.839.956 (5.448.512) 1.855.523 123.088.165 (8.465.909) 4.592.578 82.623.871 (5.540.472) Interbank Investments Money market Interbank deposits Securities and derivative financial instruments Derivatives Own portfolio Subject to repurchase agreements Deposits with the Brazilian Central Bank Pledged in guarantee Subject to repurchase agreements within free movement Derivative financial instruments Interbank accounts Housing Financing System (SFH) Interbank transfers Loan operations Loan operations Public sector Private sector (Allowance for loan losses) (Note 9) Lease operations Lease and sublease receivables Public sector Private sector (Unearned income from lease operation) (Allowance for lease losses) (Note 9) Other receivables Receivables on guarantees honored Income receivable Specific credits Insurance, pension plan and capitalization Sundry (Provision for other losses) (Note 10a) (Note 10b) Other assets Other assets (Provision for devaluations) Prepaid expenses PERMANENT ASSETS Investments Investments in subsidiary and associated companies Domestic Foreign Other investments (Provision for losses) 8.760 781 1.891.712 689.419 31.747 -(22.987) -- 24.167 1 (23.387) -- 31.747 1.918.214 -(58.249) 24.167 675.208 0 (9.956) 41.952.005 47.680 37.129 865.965 -41.741.811 (740.580) 31.966.492 -36.004 776.236 -31.504.642 (350.390) 46.312.641 47.680 37.125 865.965 20.334 46.168.783 (827.246) 32.941.601 -35.807 776.236 82 32.488.867 (359.391) 283.362 --283.362 ----- 599.501 9.294 (4.896) 595.103 115.852 --115.852 16.928.631 10.370.649 14.574.099 7.964.025 5.815.433 3.651.727 960.949 1.055.324 4.633.107 1.151.931 84.283 (53.888) 2.872.009 745.536 87.494 (53.312) 187.620 -868.952 (95.623) 131.373 -990.260 (66.309) (Note 24) Land and buildings in use Land and buildings in use Fixed assets revaluation originated from subsidiaries Other property and equipment in use (Accumulated depreciation) (Note 13) 3.167.795 2.569.040 -5.280.877 (4.682.122) 2.792.367 2.375.524 -4.622.722 (4.205.879) 3.587.578 2.824.576 151.532 6.018.452 (5.406.982) 2.966.070 2.585.016 -4.975.165 (4.594.111) Applications in fixed assets for leasing Leased assets (Accumulated depreciation) (Note 13) 37.906 88.124 (50.218) 65.471 123.171 (57.700) 3.240 428.784 (425.544) 6.880 463.814 (456.934) Intangible Intangible Assets (Accumulated amortization) (Note 14) 7.427.941 7.689.492 (261.551) 3.293.560 3.293.560 -- 9.390.541 10.544.180 (1.153.639) 3.293.560 3.293.560 -- 479.556 1.670.212 (1.190.656) 567.524 1.513.637 (946.113) 631.791 2.226.241 (1.594.450) 642.191 1.702.509 (1.060.318) Deferred charges Organization and expansion costs (Accumulated amortization) Total 537.839.614 408.720.375 591.925.233 414.192.518 2 BB-Domestic and Foreign Branches 03.31.2009 03.31.2008 L I A B I L I T I E S / S T O C K H O L D E R S' E Q U I T Y CURRENT LIABILITIES BB - Consolidated 03.31.2009 03.31.2008 406.214.250 319.233.534 441.266.317 320.433.778 Deposits Demand deposits Savings deposits Interbank deposits Time deposits Sundry (Note 15a) 222.605.644 43.177.478 59.012.517 13.685.324 106.466.759 263.566 170.055.591 44.136.876 48.112.255 5.260.261 72.235.740 310.459 246.704.136 47.276.397 70.566.833 876.399 127.718.846 265.661 168.752.208 44.142.145 48.112.255 4.195.285 71.992.064 310.459 Deposits received under security repurchase agreements Own portfolio Third-party portfolio Unrestricted Portfolio (Note 16d) 93.849.248 22.452.784 71.396.464 -- 91.036.526 34.928.776 55.739.750 368.000 101.500.968 30.104.504 71.396.464 -- 90.479.743 34.406.834 55.704.909 368.000 492.989 -492.989 39.192 -39.192 889.847 290.769 599.078 540.886 70.543 470.343 Interbank accounts Receipts and payments pending settlement Correspondent banks 1.700.878 1.687.788 13.090 2.994.124 2.981.178 12.946 1.940.195 1.924.039 16.156 3.048.724 3.035.778 12.946 Interdepartmental accounts Third-party funds in transit Internal transfers of funds 1.588.210 1.535.507 52.703 1.369.073 1.273.412 95.661 1.861.871 1.808.439 53.432 1.369.073 1.273.412 95.661 11.178.456 4.607.460 -6.570.996 1.842.742 --1.842.742 8.251.424 4.607.460 141.509 3.502.455 1.627.651 -118.399 1.509.252 13.556.920 3.531.533 6.110.286 2.970.404 944.697 10.331.448 3.184.305 4.507.179 1.966.645 673.319 13.600.579 3.531.533 6.119.368 3.004.981 944.697 10.339.640 3.184.305 4.507.179 1.974.661 673.495 136.203 136.203 785.990 785.990 2.674.445 2.674.445 1.580.813 1.580.813 2.672.427 2.672.427 1.580.057 1.580.057 58.431.257 2.972.192 15.260.866 911.818 13.151.963 206.868 -419.782 2.134.114 -2.242.848 18.399 21.112.407 39.198.035 2.428.822 10.860.025 1.261.071 11.074.142 432.632 -218.303 ----12.923.040 63.843.711 3.155.727 15.380.206 984.316 14.053.745 144.777 3.387.832 419.782 2.134.114 9.109 2.242.848 17.242 21.914.013 42.695.796 2.443.054 10.938.868 1.337.908 11.532.185 158.955 2.656.879 218.303 ----13.409.644 Funds from acceptance and issue of securities Mortgage Notes Foreign securities Borrowings Domestic borrowings - Oficial institutions Domestic borrowings - other institutions Foreign borrowings Local onlendings - official institutions National Treasury National Bank for Economic and Social Development (BNDES) National Industrial Financing Authority (FINAME) Other institutions (Note 16b) (Note 16c) Foreign onlendings Foreign onlendings Derivative financial instruments Derivative financial instruments Other liabilities Collection and payment of taxes and social contributions Foreign exchange portfolio Social and statutory Taxes and social security contributions Negotiation and intermediation of securities Technical provisions - insurance, pension plan and capitalization Financial and development funds Special operations Other borrowings Subordinated debt Hybrid capital and debt instruments Sundry (Note 8b) (Note 11a) (Note 18c) (Note 19a) (Note 18a) (Note 18e) 1.159 -1.159 0 3 BB-Domestic and Foreign Branches 03.31.2009 03.31.2008 L I A B I L I T I E S / S T O C K H O L D E R S' E Q U I T Y BB - Consolidated 03.31.2009 03.31.2008 NON CURRENT LIABILITIES 100.766.511 64.079.999 119.635.269 68.351.898 LONG-TERM LIABILITIES 100.548.409 63.950.803 118.800.943 68.351.898 Deposits Interbank deposits Time deposits (Note 15a) 51.799.093 1.030.497 50.768.596 21.340.882 2.394.015 18.946.867 58.298.235 7.529.639 50.768.596 20.998.713 2.051.847 18.946.866 Deposits received under security repurchase agreements Own portfolio Third-party portfolio Unrestricted Portfolio (Note 15d) 4.953.563 1.030.852 3.922.711 -- 9.236.519 3.138.334 6.066.185 32.000 4.951.224 1.028.513 3.922.711 -- 9.236.519 3.138.334 6.066.185 32.000 350.000 --350.000 301.389 --301.389 2.184.574 206 21.028 2.163.340 718.678 19.850 19.850 698.828 5.464.424 0 5.464.424 3.597.534 -3.597.534 1.739.326 -1.739.326 1.622.972 74.511 1.548.461 8.390.028 4.609.514 3.780.514 -- 7.899.881 4.691.145 3.208.736 -- 8.454.588 4.633.155 3.821.236 197 7.910.662 4.691.145 3.219.517 -- 2.615.615 2.615.615 2.892.471 2.892.471 103.006 103.006 477 477 491.259 491.259 295.233 295.233 491.259 491.259 295.677 295.677 26.484.427 -2.315.952 1.731.014 -2.114.795 2.326 12.127.754 1.157.200 7.035.386 18.386.894 --835.707 -1.907.086 2.331 10.405.244 887.663 4.348.863 42.578.731 332 3.632.723 0 10.382.942 3.321.559 2.326 12.127.754 1.157.200 11.953.895 27.568.200 4.344 711.864 431.151 7.918.216 1.907.086 2.331 10.405.176 886.744 5.301.288 218.102 129.196 -- -- -- 834.326 -- 30.858.853 25.406.842 30.858.853 25.406.842 13.779.905 12.458.740 1.321.165 13.211.644 11.890.480 1.321.164 13.779.905 12.458.740 1.321.165 13.211.644 11.890.480 1.321.164 Capital reserves 5.188 34 5.188 34 Revaluation reserves 7.153 5.830 7.153 5.830 15.758.859 10.124.708 15.758.859 10.124.708 123.973 85.359 123.973 85.359 1.214.966 1.979.267 1.214.966 1.979.267 Funds from acceptance and issue of securities Recursos de letras imobiliárias, hipotecárias, de crédito e similares Debentures Foreign Securities Borrowings Domestic borrowings - Oficial institutions Foreign borrowings Local onlendings - official institutions National Bank for Economic and Social Development (BNDES) National Industrial Financing Authority (FINAME) Other institutions (Note 16b) (Note 16c) Foreign onlendings Foreign onlendings Derivative financial instruments Derivative financial instruments Other liabilities Social and statutory Taxes and social security contributions Negotiation and intermediation of securities Technical provisions - insurance, pension plan and capitalization Financial and development funds Special operations Subordinated debt Hybrid capital and debt instruments Sundry (Note 8b) (Note 18c) (Note 19a) (Note 18a) (Note 18d) (Note 18e) DEFERRED INCOME MINORITY INTEREST IN SUBSIDIARIES STOCKHOLDERS' EQUITY (Note 21) Capital Domestic Foreign Revenue reserves Assets Valuation Adjustments Retained earnings Treasury Shares Total (31.191) 537.839.614 -408.720.375 (31.191) 591.760.439 -- -414.192.518 The accompanying notes are na integral part of these financial statements 4 Banco do Brasil S.A. Financial Statements In thousands of reais Quarter ended 03.31.2009 STATEMENT OF INCOME BB-Domestic and Foreign Branches 1Q2009 1Q2008 INCOME FROM FINANCIAL INTERMEDIATION Loans Leases Securities Derivative financial instruments Foreign exchange, net Compulsory deposits Insurance, pension plans and capitalization EXPENSES FROM FINANCIAL INTERMEDIATION Deposits and funds obtained in the money market Borrowings and onlendings Leases Foreign exchange, net Insurance, pension plans and capitalization Allowance for loan losses (Nota 9b) (Nota 9b) (Nota 8c) (Nota 11b) (Nota 19e) (Notas 15c e 15d) (Nota 11b) (Nota 19e) (Notas 9f e 9g) GROSS FINANCIAL INTERMEDIATION INCOME OTHER OPERATING INCOME/EXPENSES Banking service fees Banking Fees Personnel expenses Other administrative expenses Tax Expenses Equity in the (earnings)/loss of subsidiary and associated companies Insurance, pension plan and capitalization Other operating income Other operating expenses (Nota 20a) (Nota 20b) (Nota 20c) (Nota 20d) (Nota 20e) (Nota 24) (Nota 19e) (Nota 20f) (Nota 20g) OPERATING INCOME NON-OPERATING INCOME Income Expenses PROFIT BEFORE TAXATION AND PROFIT SHARING INCOME TAX AND SOCIAL CONTRIBUTION ON NET INCOME Income tax Social contribution on net income Deferred tax credits PROFIT SHARING MINORITY HOLDINGS IN SUBSIDIARIES 1Q2009 1Q2008 14.411.368 8.384.529 13.958 5.897.299 (59.953) -175.535 -- 10.954.426 6.973.722 15.444 3.864.849 (448.994) 121.138 428.267 -- 15.144.407 8.501.855 478.386 5.729.918 (61.526) -175.535 320.239 11.243.645 7.000.550 194.420 3.766.846 (448.158) 122.348 428.267 179.372 (11.230.183) (7.762.381) (715.672) (12.576) (118.286) -(2.621.268) (7.321.594) (4.927.614) (783.016) (13.268) --(1.597.696) (11.785.638) (7.760.896) (716.240) (340.198) (115.801) (198.981) (2.653.522) (7.504.510) (4.909.190) (719.971) (145.418) -(126.750) (1.603.181) 3.181.185 3.632.832 3.358.769 3.739.135 (2.713.013) 1.708.821 688.408 (3.070.563) (2.543.139) (555.475) 313.974 -1.912.985 (1.168.024) (775.869) 1.687.515 643.027 (1.881.645) (1.645.093) (487.606) 786.437 -1.252.017 (1.130.521) (2.664.359) 2.254.707 688.486 (3.152.482) (2.691.145) (667.401) (85.190) 303.156 2.056.386 (1.370.876) (852.585) 2.272.164 643.027 (1.932.579) (1.809.375) (565.772) 317.793 100.693 1.393.759 (1.272.295) 468.172 (Nota 20h) 16.019 29.502 (13.483) 484.191 (Nota 22) BB-Consolidated 2.856.963 29.964 45.309 (15.345) 2.886.927 694.410 16.487 33.332 (16.845) 710.897 2.886.550 224.141 245.737 (21.596) 3.110.691 1.393.948 (777.398) (467.128) 2.638.474 (240.385) (394.639) (141.728) 295.982 1.181.654 (982.710) (543.333) 2.707.697 (462.306) (558.473) (198.692) 294.859 (212.662) (299.076) (227.093) (300.919) -- -- 19 -- NET INCOME 1.665.477 2.347.466 1.665.477 2.347.466 Number of shares 2.568.186.485 2.542.181.530 2.568.186.485 2.542.181.530 (Treasury Shares) Total shares used in calculation of earnings per share Net income per share (1.155.094) -- (1.155.094) -- 2.567.031.391 2.542.181.530 2.567.031.391 2.542.181.530 0,65 0,92 0,65 0,92 The accompanying notes are an integral part of these financial statements 5 Banco do Brasil S.A. Financial Statements In thousands of Reais Quarter ended in 03.31.2009 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Capital Reserves EVENTS Balances at 12.31.2007 Increase on capital with reserves Increase on capital Ajustments to market value - Securities and Derivatives Tax effect on adjusments - Securities and Derivatives Prescribed interest on own capital Other events Donations Revaluations in subsidiary and associated companies Realization of revaluation reserves in subsidiary and associated companies Net income for the period Apropriantions Reserves Dividends Interest on own capital Balances at 03.31.2008 Changes in the period Balances at 12.31.2008 Increase on capital Treasury Shares Ajustments to market value - Securities and Derivatives Tax effect on adjusments - Securities and Derivatives Prescribed dividens Other events: Revaluations in subsidiary and associated companies Realization of revaluation reserves in subsidiary and associated companies Net income for the period Apropriantions Reserves Dividends Interest on own capital Balances at 03.31.2009 34 --- ---- ---- -- -- -- -- --- --- --- --- ----- ----- ----- (Nota 21d) (Nota 21f) (Nota 21f) -- -- -- -- (Nota 8e) (Nota 8e) (Nota 21d) (Nota 21f) (Nota 21f) Changes in the period The accompanying notes are an integral part of these financial statements Earnings on treasury shares sale Donations 13.211.644 --- (Nota 8e) (Nota 8e) Revenue Reserves Revaluation Reserves in Subsidiary and Associated Companies 5.909 --- Capital Realized -13.211.644 -13.779.905 -------------13.779.905 -- -34 -5.188 -------------5.188 -- Goodwill or shares subscription Legal Reserves Statutory Reserves Assets Valuation Adjustments Expansion Reserves 1.348.772 --- 4.577.229 --- -- -- -- -- (111.180) (274.590) --- --- --- --- 41.170 -- 80.157 -- ----- -(5) (74) -- ----- ----- ----- ----- ----- -- -- -- -- -- -- -- -- -- -- ------------------- ------------------- -5.830 (79) 7.286 -------(133) -----7.153 -1.348.772 -1.788.916 -------------1.788.916 -4.007.230 (569.999) 9.419.711 -----------(218.474) -9.201.237 -- -- (133) -- (218.474) --- (569.999) 4.768.706 --- Bank -4.768.706 -4.768.706 -------------4.768.706 -- 24.366 --- Subsidiary and associated companies 325.436 --- Retained Earnings Treasury shares ---- Total ---- 24.262.096 --- -- -- (385.770) -714 --- 121.327 714 --74 2.347.466 ----- -(5) -2.347.466 -- -- -- -- -- -- -(45.644) (70.010) (31.422) --99.581 (42.036) ---------26.123 -131.003 (194.433) 230.151 --(132.185) (116) ---------97.850 (368.987) 1.979.267 1.979.267 -----(2.927) --133 1.665.477 ---(447.717) 1.214.966 57.545 (132.301) 1.214.966 ---(31.191) -------------(31.191) -- -(569.999) (368.987) 25.406.842 1.144.746 29.937.250 --(32.604) (42.152) (2.927) ---1.665.477 --(218.474) (447.717) 30.858.853 921.603 Banco do Brasil S.A. Financial Statements In thousands of Reais Quarter ended on 03.31.2009 STATEMENT OF CASH FLOW BB- Domestic and Foreign branches 1Q2009 1Q2008 BB - Consolidado 1Q2009 1Q2008 CASH FLOWS FROM OPERATING ACTIVITIES Net Income Adjustments to Net Income Depreciation and amortization Lease depreciation Equity in the earnings (loss) (Profit)/loss on the disposal of property and equipment (Profit)/loss on the disposal of investements (Profit)/ loss on the sale of assets (Gain)/Loss on Capital Provision/(reversal) for devaluation of other assets (Excess)/ Insuficiency of depreciation Changes in foreign exchange Expenses with civil, labor and tax provisions Impairment on fixed assets Changes in provision for Insurance, Pension Plans and Capitalization Other adjustments Changes Short-term interbank investments Securities and derivative financial instruments Interbank and interdepartmental accounts Loan operations Lease operations Other receivables Other assets Other liabilities Change deferred income Revaluation reserve on investments Adjustment to market value Deposits Money Market Repurchase agreements 1.665.477 1.620.781 464.731 4.626 (313.974) (6.851) 3.419 2.433 (3.376) 1.612.410 -(142.636) 2.347.466 (711.728) 197.060 (786.437) (17.016) 13.795 (2.989) 1.711 1.324 (40.426) (78.750) 1.665.477 2.786.182 471.944 317.354 85.190 (6.851) 2.733 2.428 (3.376) --1.667.716 -303.156 (54.112) 2.347.466 (72.774) 323.098 (317.793) (17.016) (13.816) (6.030) (1.681) (33.000) (26.935) 20.399 (3.037.872) (315.374) (2.433.771) (1.905.740) (6.098) 1.854.793 22.929 10.501.114 (3.420) (74.756) (2.037.663) 6.723.156 (357.538) (19.391.885) 4.021.555 (881.339) (10.810.979) 1.581 (2.025.552) (929.652) 1.145.779 6.447 (264.443) (341.382) 27.520.135 (19.882) (1.140.941) (23.685.007) (8.224.237) (14.494.350) (278.860) (2.790.195) (386.024) 17.110.521 - (21.564.897) (6.288.996) (846.665) (10.690.580) 1.814 (4.179.035) (1.149.857) 13.905.837 106.394 (264.443) 1.468.434 27.446.149 (37.594) CASH PROVIDED/(USED IN) OPERATIONS 12.216.018 (333.878) (74.756) 34.161.275 15.321.828 (404.479) 19.566.434 181.255 CASH FLOWS FROM FINANCING ACTIVITIES Borrowing and onlendings Securities and Derivatives Capital increase - Share's incorporation Tresury Shares Change in minority interest Repatriation of funds Dividends and bonuses proposed Interest on own capital proposed 976.305 (733.356) --(218.474) (447.717) 1.033.951 (70.506) (368.987) 2.153.560 (731.374) --834.430 - 1.180.329 (70.968) (368.274) CASH PROVIDED/(USED IN) FINANCING ACTIVITIES (423.242) 594.458 2.256.616 741.088 CASH FLOWS INVESTING ACTIVITIES Dividends and interest on own capital receivable from subsidiary/associated companies Disposal in assets not for own use Disposal of property of equipment in use and leased assets Disposal of Investments Applications in assets not for own use Applications of property of equipment in use and leased assets Applications in investments Adjustment Market Value Expenditures in deferred charges Expenditures in intangible (53.893) (3.387.296) 11.643 69.315 (41.570) - CASH PROVIDED/(USED IN) INVESTING ACTIVITIES (1.449.526) 39.388 Net Cash Variation At the beginning of the period At the end of the period Increase (decrease) in cash and cash equivalents The accompanying notes are an integral part of these financial statements 4.018 1.989 4.740.567 4.454 (20.161) (152.236) (2.586.967) 10.343.250 106.392.119 116.735.369 10.343.250 299.968 4.341.294 4.641.262 299.968 87.235 12.668 -40.006 41.979 (31.185) (1.617.386) (36.691) 67 (27.449) (4.792.293) (7.372) (365.277) (112.252) - (6.323.115) (484.833) 15.499.935 106.561.701 122.061.636 15.499.935 437.510 4.352.040 4.789.550 437.510 Banco do Brasil S.A. Financial Statement In Thousand of Reais Quarter ended on 03.31.2009 STATEMENT OF ADDED VALUE BB - Domestic and foreign branches Description BB Consolidated 1Q2009 Balance % 1Q2008 Balance % 1Q2009 Balance Gross Financial Intermediation Income 3.181.185 3.632.832 3.358.769 Banking service fees 2.397.229 2.330.542 2.943.193 2.915.191 (1.333.447) (1.332.957) (1.230.535) (1.392.774) % 1Q2008 Balance % ADDED VALUE CALCULATION Other operating income/expenses Non-Operating Income, net Added Value Equity in the earnings of associated companies / subsidiaries Gross Added Value Amortization/Depreciation Added Value to distribute 3.739.136 16.019 29.964 16.487 224.141 4.260.985 4.660.381 5.087.914 5.485.695 313.974 786.437 4.574.960 5.446.818 (464.730) (85.191) 317.793 5.002.723 (190.640) 5.803.488 (471.944) (194.446) 4.110.230 100,00 5.256.178 100,00 4.530.779 100,00 5.609.042 100,00 Labor Remuneration 3.011.208 73,26 1.939.183 36,89 3.096.987 68,35 Salaries and fees 1.975.330 1.188.380 2.028.515 1.220.967 1.984.939 35,39 Benefits, social security and training 823.216 451.727 841.379 463.053 Profit sharing 212.662 299.076 227.093 300.919 DISTRIBUTION OF ADDED VALUE Remuneration of Governments (566.456) (13,78) 969.529 18,45 (231.666) (5,11) 1.276.637 22,76 Domestic (583.030) (14,18) 958.459 18,23 (250.191) (5,52) 1.264.765 22,55 Social Security Contribution (INSS) on salaries 272.017 241.538 Tax Expense (except income tax and social contribution on net income) 554.465 486.350 Income Tax and Social Contribution 230.571 Abroad (1.409.512) 16.574 0,40 11.070 282.587 248.559 666.233 564.449 (1.199.011) 0,21 18.525 451.757 0,41 11.872 Tax Expense (except income tax and social contribution on net income)1.010 1.256 1.169 1.323 Income Tax and Social Contribution 9.814 17.356 10.549 Remuneration of Shareholders 15.564 1.665.477 Interest on capital of the Union 437.021 Interest on equity to other stock Retained earnings Minority interests in retained profits Distributed Value 40,52 2.347.466 44,66 1.665.458 36,76 2.347.466 250.173 437.021 229.170 118.813 229.170 118.813 999.286 1.978.479 999.286 1.978.479 -4.110.230 -100,00 5.256.178 4.530.779 41,85 250.173 (19) 100,00 0,21 -100,00 5.609.042 100,00 The accompanying notes are an integral part of the financial statements. 8 1 - The Bank and its Operations Banco do Brasil S.A. is a publicly listed company established under private law, with both public and private stockholders, and subject to the requirements of Brazilian corporate legislation. Its purpose is to carry out all the asset, liability and accessory banking operations, to provide banking services, intermediate and originate financial transactions in various forms, including in foreign exchange transactions and in supplementary activities, with an emphasis on insurance, private pension, capitalization, securities brokerage, administration of credit/debit cards, consortiums, investment funds and management portfolios, and the practice of any activities permitted to the institutions that are part of the National Finance System. It is also the main financial agent of the Brazilian Federal Government and is therefore required to carry out the functions attributed to it by law, specifically those of Art. 19 of Law 4595/1964. 2 - Presentation of the Financial Statements The Financial Statements have been prepared in accordance with the accounting guidelines derived from Brazilian corporation law, and observing the rules and instructions issued by the Brazilian Central Bank (BACEN), Brazilian Securities Commission (CVM), National Council of Private Insurance (CNSP), Superintendency of Private Insurance (Susep), and National Health Care Agency (ANS). The preparation of financial statements in accordance with accounting practices adopted in Brazil requires that Management use discernment in the determination and recording of accounting estimates, when applicable. Significant assets and liabilities subject to these estimates and assumptions include the residual value of property, plant and equipment, allowance for loan losses and deferred income tax recorded in assets, provision for contingencies, appreciation of derivative financial instruments, and assets and liabilities relating to benefits for employees. The final amounts of transactions involving these estimates are only known upon their settlement. They include operations of Banco do Brasil S.A. in Brazil and abroad (BB-Domestic and Foreign Branches), and the consolidated position of branches and financial and non-financial subsidiaries in Brazil and abroad, the foreign special purpose entities, as well as investments in subsidiary and associated companies, in accordance with BACEN recommendation (BB-Consolidated). For financial statements comparative purposes, the following reclassifications were made on March 31, 2009 figures: a) Full offsetting of accumulated tax loss carry forwards of Income Tax and Social Contribution negative basis (Note 22.c), were carried out in order to adjust to the accounting procedures/classifications adopted in the 2008 second semester, which resulted from the application of Resolution CMN 3535/2008. The procedure results in a balance increase in Debtors for Escrows (Note 10.b) and in Other Tax and Social Security Liabilities (Note 29.e) in the amount of R$ 9,608,927 thousand; b) Service fees (Note 20), aiming at compliance to Bacen Circular no. 3.288/2007. The procedure implies reclassification from Fee Income to Bank Fee Income in the amount of R$ 643,027 thousand; c) Amounts referring to the Amounts for Business Relationship, mainly those resulting from payroll acquisitions in compliance to Bacen Circular no. 3.357/2008. The procedure implies the increase of Noncurrent Assets - Intangible Assets in the amount of R$ 3,293,560 thousand and reduction of Current Assets - Other Assets - Prepaid Expenses in the amount of R$ 460,680 thousand and in Noncurrent Assets Other Assets - Prepaid Expenses in the amount of R$ 2,832,880 thousand. d) To the amounts referring to the financial lease operations, with the Bank in the capacity of lessor and lessee entity, in conformity with CVM resolution n.º 554, of 11.12.2008, which approved Technical Pronouncement CPC 06. The procedure implies, in the BB-Consolidated portfolio, an increase of Current Assets - Lease Operations - Private Sector in the amount of R$ 1,371,281 thousand, of Noncurrent Assets Lease Operations - Private Sector in the amount of R$ 1,900,809 thousand, of Noncurrent Assets Permanent Assets- Fixed Assets for Use in the amount of R$ 150,009 thousand and respective accumulated depreciation in the amount of R$ 116,600 thousand, and reduction of Noncurrent Assets - Permanent Assets - Leased Assets in the amount of R$ 4,880,262 thousand and of Current Liabilities - Other Liabilities - Sundry in the amount of R$ 1,574,763 thousand. e) The "Deferred Income" Group was discontinued by Provisional Measure n.º 449/08, which ruled that the balance existing should be reclassified to noncurrent liabilities in an account representing deferred income in the consolidated accounting information. As Bacen has not yet regulated the alteration, the Bank maintained the balance of R$ 129,196 thousand, on 03.31.2009 in the accounting information of Branches in the Country and Abroad, yet reclassified the amounts in the consolidated accounting information to Other Liabilities - – Sundry, being R$ 218,497 thousand on 03.31.2009 and R$ 229,143 thousand on 03.31.2008. No adjustments or reclassifications in the statement of income were considered necessary as of March 31, 2008 based on the implementation of Law no. 11638/2007 and the Provisional Measure no. 449/08. The authorization for conclusion of such financial statements was given by the Executive Board of Directors, on 05.12.2009. The balances of foreign branches and subsidiaries included in the financial statements of BB are as follows: Foreign Branches 03.31.2009 Foreign Branches and Subsidiaries 03.31.2008 03.31.2009 03.31.2008 Current assets Non Current assets Long-term receivables Permanent assets Total assets 39,704,163 20,443,230 34,795,407 19,814,811 17,224,400 12,888,281 18,030,160 13,432,600 17,185,096 12,808,963 17,955,601 13,343,085 39,304 79,318 74,559 89,515 56,928,563 33,331,511 52,825,567 33,247,411 Current liabilities Non Current liabilities Long-term liabilities Deferred income Stockholders' equity Total liabilities 42,708,064 21,938,270 37,390,900 20,959,868 11,049,175 8,741,636 11,113,608 8,894,500 11,039,859 8,736,639 11,104,292 8,889,503 9,316 4,997 9,316 4,997 3,171,324 2,651,605 4,321,059 3,393,043 56,928,563 33,331,511 52,825,567 33,247,411 (9,076) 92,082 11,620 105,572 Net income 3 - Main Accounting Practices The practices are related to follow those used by the Banco do Brasil (Domestic and Foreign branches): a) Determination of Results Income and expenses are recognized on an accrual basis. Transactions with post-fixed financial charges are recorded at the restated value, calculated pro-rata-die based on the variations in the agreed contractual indices, and the transactions with fixed financial charges are recorded at future value, adjusted to reflect unearned income or unexpired expenses. Transactions pegged to foreign currencies are restated up to the balance sheet date using current exchange rates. b) Cash and cash equivalents Cash and cash equivalents are represented by assets in domestic currency, foreign currency, gold in applications, applications with high short-term liquidity, with insignificant risk of change in value and limits, with a maturity of more than 90 days (Note 6). c) Short-term interbank investments Short-term interbank investments are recorded at investment value or purchase price, plus income accrued up to the balance sheet date. d) Securities The securities purchased for the Bank's portfolio are recorded at the actual amount paid, including brokerage charges and fees, and are classified based on the intention of management, in three different categories: Trading Securities: these are securities purchased to be actively and frequently traded. They are adjusted monthly to market value. Their increases and decreases in value are recorded in income and expense accounts for the period; Securities available for sale: these are securities purchased to be traded, which can be traded at any time. They are adjusted monthly to market value. The increases and decreases in value are recorded, net of tax effects, in a separate stockholders' equity account; Securities held to maturity: these are securities that the Bank intends and has the financial capacity to hold to maturity. The financial capacity is supported by a cash flow projection that does not consider the possibility of sale of these securities. These securities are not adjusted to market value but are held at cost plus accumulated interest. The mark-to-market methodology used for securities was established following consistent and verifiable criteria, which consider the average price of trading on the day of calculation or, if not available, the daily adjustment of future market transactions reported by Andima, BM&F, Bovespa or BACEN or the net expected realizable value obtained through the use of curves of future interest rates, foreign exchange rates, price and currency indices. Income accrued on the securities, irrespective of the category in which they are classified, is appropriated on a pro-rata-die basis on the accrual basis of accounting up to the date of maturity or of final sale, on an exponential or straight-line method, based on the contractual remuneration and purchase price, and recorded directly in income for the period. Losses with securities classified as available for sale and held to maturity, if judged not to be temporary, are recorded directly in expense for the period and a new cost basis for the asset is determined. Upon sale, the difference between the sale amount and the cost of purchase plus accrued income is recorded on the date of the transaction as a gain or loss on securities. e) Derivative Financial Instruments Derivative financial instruments are recorded at market value at each monthly trial balance and balance sheet date. Increases or decreases in value are recorded in income or expense accounts of the respective financial instruments. The mark-to-market methodology used for derivative financial instruments was established following consistent and verifiable criteria, which consider the average price of trading on the date of calculation or, if not available, pricing models that estimate the expected net realizable value, according to the characteristics of the derivative. Derivative financial instruments used to offset, in whole or in part, the risks arising from exposure to variations in financial asset or liability market values or future cash flows are considered hedge instruments and are classified according to their nature: Market Risk Hedge - the increases or decreases in the value of the derivative financial instruments, as well as of the item hedged, are recorded in income accounts for the period; Cash Flow Hedge - the effective amount of the increases or decreases in the value of the derivative financial instruments classified in this category are recorded, net of tax effects, in a separate Stockholders' Equity account. The effective amount is that in which the variation of the item hedged, directly related to the corresponding risk, is offset by the variation in the derivative financial instrument used as the hedge, considering the accumulated effect of the transaction. Other variations in these instruments are recorded directly in income for the period. f) Loan and lease operations, advances on foreign exchange contracts, Other receivables with loan characteristics and allowance for possible loan losses Loan operations, advances on foreign exchange contracts, other receivables with loan characteristics and allowance for possible loan losses are classified according to Management's judgment with respect to the level of risk, taking into consideration the economic panorama, past experience and specific risks in relation to the operation, to obligators and guarantors, observing the parameters established by CMN Resolution 2682/1999, which requires the periodic analysis of the portfolio and its rating using nine levels, ranging from AA (minimum risk) to H (maximum risk), as well as the rating of operations more than 15 days overdue as ‘abnormal operations’. Income from loans overdue for more than 60 days, regardless of their level of risk, will only be recognized as income when effectively received. Operations rated at level H continue in this status for 180 days, at which point they are written off against the existing provision and monitored, for five years, in off-balance sheet accounts. Renegotiated operations are maintained, at a minimum, at the same level at which they were rated. The renegotiations of loans that had already been written off against provision that that were in memorandum accounts are rated as H and any gains from the renegotiation are only recognized as income when effectively received. Allowance for possible loan losses is considered sufficient by management to cover future losses from the current portfolio and satisfies the minimum requirement established by the aforementioned CMN Resolution 2682/1999, as shown in Note 9.e. g) Income and Social Contribution Taxes Corporate income tax is calculated at the basic rate of 15% plus a surcharge of 10%. As of May 1, 2008, Social Contribution is being calculated using the rate of 15% for financial companies and companies from the insurance business and 9% for other companies (up to April 30, 2008 at the rate of 9% for all of the companies). Tax credits are created by applying the current tax rates to the difference between their respective fiscal and accounting bases. The Bank follows the criteria for creating, maintaining, and writing off these tax credits as specified by CMN Resolution 3059/2002, and amended by CMN Resolution 3355/2006, and tax credits recognized are supported by a realization study. The Bank records IRPJ, CSLL, Pasep and Cofins tax credits on the negative mark-to-market adjustments of securities and derivative financial instruments recorded in the income and in a separate account in Stockholders' equity. IRPJ, CSLL, Pasep and Cofins deferred tax liabilities have been recorded on the positive mark-tomarket adjustments of securities and derivative financial instruments recorded in income and in a separate account in Stockholders' Equity. h) Prepaid Expenses Refer to the application of funds in prepayments, which will give rise to benefits or the rendering of services in subsequent periods. i) Permanent assets Significant investments in Brazil and abroad are recognized using the equity method of accounting, in conformity with BACEN and CVM rules and instructions, and are classified in the investment account in permanent assets. The statements of the overseas branches and subsidiaries are adapted to accounting criteria in force in Brazil and translated into Brazilian Reais using current exchange rates, in conformity with BACEN Circulars 2397, of 12.29.1993 and 2571, of 5.17.1995, and their impacts are recorded in income for the period. Other permanent investments are stated at cost, restated for inflation up to December 31, 1995, and, if necessary, are adjusted to market value through the formation of provision, according to the current rules. Property and equipment is stated at cost less depreciation calculated using the straight-line method at the following annual rates: buildings and improvements - 4%; vehicles - 20%; others - 10% (see Note 13). Deferred assets are recorded at acquisition cost, net of accrued amortizations. It is composed mainly of expenditures in third-party property as a result of opening facilities, which are amortized according to rates based on rental terms, and expenditures on the acquisition and development of information systems, which are amortized at a 20% annual rate. The Intangible Assets are rights which are intangible assets subject to the maintenance of the company or held for that purpose, including the goodwill acquired. An asset meets the criteria for identification of an intangible asset, as CVM Deliberation No. 553/2008, where: is inseparable, or can be separated from the entity and sold, transferred or licensed, rented or exchanged individually or with a contract, asset or liability relates, regardless of the intention to use the body, or the result of contractual rights or other legal rights, regardless of whether such rights are transferable or separable from the entity or other rights and obligations. The assets of the property, the intangible and deferred recoverable values are tested at least annually, if there are indicators of loss of value. j) Reduction of the recoverable amount of non-financial assets – impairment It recognized an impairment loss if the accounting value of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash contributions, which are largely independent of the input of cash forested from other assets or groups of assets. Impairment losses are recognized in income in the period. From 2008, the values of non-financial assets, excluding tax credits and other securities and assets, are reviewed at least annually to determine whether there is any indication of impairment loss. k) Benefits for employees Short-term benefits for existing employees are recognized on the accrual basis as the services are provided. Post-employment benefits, comprising supplementary retirement benefits, medical assistance and other benefits for which the Bank is responsible, were calculated at December 31, 2008 in accordance with criteria established by CVM Deliberation 371/2000 (Note 26.b). l) Operations related to the activities of insurance, pension and capitalization Determination of Results Insurance premiums and selling expenses are recorded upon the issuance of policies or billings and are recognized in results, according to the elapsed coverage period. Insurance revenue and the corresponding selling expenses, related to current risks without the issuing of respective policies are recognized in results at the beginning of the coverage, on estimated basis. Income from insurance premiums covering future risks is deferred over the period of validity of the insurance policies, by means of the formation of provision for unearned premiums, based on the net retention of earned premiums issued. Operations of accepted coinsurance, retrocession and DPVAT are recorded based on information received from similar companies, IRB Brasil Resseguros S.A. and the lead insurer, respectively. The revenue from pension plans, life insurance with living benefits and capitalization plans are recognized in results when effectively received, as a contra-entry to the recognition of technical provisions. The selling costs are deferred upon the issuance of the contract or policy and allocated to results on a straight-line basis, over the average estimated period for recovery. Other income and expenses are determined using the accrual basis of accounting. Technical Provisions Rules and procedures for the formation of technical provisions are regulated by Resolutions 36/2000, 162/2006, and 181/2007 of the National Council of Private Insurance - CNSP and Resolution 75/2004 of National Health Care Agency (ANS), and calculated in accordance with the specific actuarial technical notes approved by the Superintendency of Private Insurance - Susep and National Health Care Agency - ANS. Insurance Provision for Unearned Premiums (PPNG) represents the portions of premiums that will be allocated to income over the course of the insurance contracting periods, as calculated by the pro rata method. Provision for Unearned Premiums of Risks Effective Yet Not Issued (PPNG-RVNE) represents the adjustment of PPNG given the existence of risks assumed by the insurance company the policy covering which has not yet been formally issued. Provision for Premium Insufficiency (PIP) represents the need for adaptation of premiums to be allocated due to the expectation of claims with provision for probable payments. Provision for Unsettled Claims (PSL) represents the forecast of probable indemnifications, whether judicial or not, net of recoveries, determined based on notices received up to the balance sheet date, adjusted by the estimate of claims Incurred But Not Reported (IBNR). Provision for Claims Incurred but Not Reported (IBNR) represents the expected claims, referring to the accounting period under analysis, which will be received by the insurance company. The objective of the Supplementary Provision for Premiums (PCP) is to adjust the technical provisions of PPNG premium and PPNG-RVNE, to give the Bank an additional margin of protection, at the time of calculation, with a sum higher than or equal to the average amount determined daily. It is classified under "Other Provisions". The abovementioned provisions, with the exception of Provision for Unearned Premiums (PPNG) and Provision for Insufficiency of Premiums (PIP), are estimated according to methodologies described in specific Actuarial Technical Notes, submitted to the approval of ANS and Susep. Pension The mathematical reserves related to pension plans represent the current amount of the liabilities in the form of survivorship income, pension and annuity, determined through calculation and actuarial assumptions in the financial regimes of capitalization, allocation of hedge capital and simple allocation, respectively. Particularly for the pension and insurance plans from the categories of PGBL and VGBL, the mathematical provision for future benefit payments represents the sum of premiums and contributions transferred by the participants, net of the loading rate, plus the financial income earned from the investments of resources. The provisions for shortfall of contributions and of premiums are formed to account for the impacts resulting from the tendency for a higher survival rate of participants and their calculation is performed using the "AT 2000 Male/Female Suavizada" mortality table and related assumptions, considering all the plans sold. The provision for financial fluctuation is formed to account for the potential impacts of unfavorable variations in the future re-investment rates of funds earmarked for the payment of benefits and redemptions to participants, considering the minimum remuneration guaranteed in a contract. Capitalization The mathematical reserve for redemption is calculated on the nominal value of the securities, restated based on actuarial technical notes approved by Susep. Provisions for redemption of overdue and prepaid securities are formed by securities with finalized and rescinded capitalization periods, restated in the period between the date of the right to redemption and effective settlement. The amounts earmarked for the formation of the provision for unrealized prize draws are calculated on the nominal value of the securities, based on actuarial technical notes approved by Susep, and the write-off of the provision for unrealized prize draws recorded by the amount equivalent to the lapsed risk, i.e., the balance of provision for unrealized prize draws represents the defrayed amounts of prize draws not yet executed. Provision for prize draws payable is formed by the amounts of securities payable from prize draws, restated for the period between the date of the draw and the effective settlement. m) Contingent Assets and Liabilities and Legal Obligations The recognition and disclosure of contingent assets, liability contingencies and legal obligations are in accordance with the criteria defined in CVM Resolution 3535/2008 (Note 29). Contingent assets are only recognized in the financial statements upon the existence of evidence guaranteeing their realization. Contingent liabilities are recognized in the financial statements when, based on the opinion of the legal counsel and of Management, the risk of loss of a lawsuit or administrative proceeding is considered probable, with a probable outflow of financial resources for the settlement of obligations and when the sums involved are measurable with sufficient assurance. Provisions are made taking into consideration the possibility of successful applications of the author who moves lawsuit against the Bank and its wholly owned subsidiaries. The provisions for labor claims are recorded considering, also, the jurisprudence applicable to each claim. Contingent liabilities considered as possible losses are not recognized in the balance sheet, but must be disclosed only in the explanatory notes, while those stated as remote do not require provisioning or disclosure. Legal obligations (fiscal and social security) are derived from tax obligations arising from legislation, and, regardless of the probability of success of lawsuits in progress, have their amounts recognized in full in the financial statements. 4 - Consolidated Financial Statements The consolidated financial statements include the branches and subsidiaries in the country and abroad, and the direct and indirect subsidiaries and affiliates listed below: Total Share 03.31.2009 Financial Activity - Domestic 03.31.2008 Activity BB Gestão de Recursos–Distribuidora de Títulos e Valores Mobiliários S.A. BB Banco de Investimento S.A. (1) (10) (1) (10) Asset Management Investment Bank 100% 100% 100% 100% BB Banco Popular do Brasil S.A. BB Leasing S.A. – Arrendamento Mercantil (1) (1) (10) (10) Banking Leasing 100% 100% 100% 100% BESC Distribuidora de Títulos e Valores Mobiliários S.A. BESC Financeira S.A. – Crédito, Financiamento e Investimentos (4) (4) (10) (10) Asset Management Loans and Financing 99.62% 99.58% --- BESC Leasing S.A. – Arrendamento Mercantil Banco Nossa Caixa S.A. (4) (10) (1) (10) Leasing Banco Múltiplo 99% 71.25% --- Financial Activity - Abroad Banco do Brasil – AG. Viena BB Leasing Company Ltd. (1) (1) (10) (10) Banking Leasing 100% 100% 100% 100% BB Securities LLc. BB Securities Ltd. (1) (1) (10) (10) Broker Broker 100% 100% 100% 100% Brasilian American Merchant Bank – BAMB BB USA Holding Company, Inc (1) (1) (10) (10) Banking Holding 100% 100% 100% 100% Cia. de Seguros Aliança do Brasil Nossa Caixa Capitalização S.A. (5) (6) (9) (10) Insurance company Capitalization 100% 71.25% 70% -- Brasilveículos Companhia de Seguros Brasilcap Capitalizações S.A. (3) (3) (9) (9) Insurance company Capitalization 70% 49.99% 70% 49.99% Brasilprev Seguros e Previdência S.A. (3) (9) Insurance Company/Pension 49.99% 49.99% Brasilsaúde Companhia de Seguros (3) (9) Insurance Company/Health 49.92% Seguradora Brasileira de Crédito à Exportação – SBCE (3) (9) Ativos S.A. (5) (10) BB Administradora de Cartões de Crédito S.A. BB Administradora de Consórcios S.A. (5) (5) (10) (10) BB Corretora de Seguros e Administradora de Bens S.A. BB Tur Viagens e Turismo Ltda. (5) (5) (10) (8) Broker Tourism BB Money Transfers, Inc Cobra Tecnologia S.A. (5) (5) (10) (9) Nossa Caixa S.A. – Administradora de Cartões de Crédito (6) Cia. Brasileira de Soluções e Serviços CBSS – Visavale Cia. Brasileira de Meios de Pagamento CBMP – Visanet (3) (3) Kepler Weber S.A. Neoenergia S.A. Companhia Brasileira de Securitização – Cibrasec Tecnologia Bancária S.A. – Tecban Insurance, Pension Plan and Capitalization Insurance company 49.92% 12.09% 12.09% Credit Acquisition 100% 100% Service Rendering Consortiums 100% 100% 100% 100% 100% 100% 100% 100% Service Rendering IT 100% 99.39% 100% 99.39% (10) Service Rendering 71.25% -- (9) (10) Service Rendering Service Rendering 40.35% 31.63% 40.35% 31.67% (2) (2) (9) (10) Industry Energy 17.67% 11.99% 17.71% 11.99% (3) (3) (9) (9) Credit Acquisition Service Rendering 9.09% 8.96% 9.09% 8.96% Other activities Dollar Diversified Payment Rights Finance Company (7) (10) Credit Acquistion --(1) Companies financial control. (2) non-financial corporations, together with control, including proportional consolidation as recommended by the Central Bank, based on contained in paragraph 2 of Article 22 of Law No 6385/1976, complemented by Law No 9447/1997, with the wording amended by Decree No. 3995/2001. (3) Non financial companies included in consolidation proportion as recommended by the Central Bank, based on contained in paragraph 2 of Article 22 of Law No 6385/1976, increased by Law No. 9447/1997, as amended by Editor Decree No. 3995/2001. (4) Financial Companies controlled by Besc SA which was incorporated by the Bank of Brazil on 09.30.2008 (Note 6). (5) Companies financial control – BB Banco de Investimento acquired the total shares of Aliança do Brasil as of 08.29.2008. (6) Non financial companies controlled by Bank of Nossa Caixa wich was acquired by the Bank of Brazil on 03.12.2009. (7) Special Purpose Entity. (8) Data for consolidation related to January/2009. (9) Data for consolidation related to February/2009. (10) Data for consolidation related to March/2009. The company Brasil Aconselhamento Financeiro S.A. - BAF was not included in consolidation, according to the provisions of Article 23 of CVM Instruction 247/1996, because it is under winding up process. We present below, for comparative purposes, the consolidated balances encompassing the Financial Conglomerate (branches and financial subsidiaries in the country and abroad) and the Non-Financial Subsidiaries/Associated Companies presented in the financial statements of the Bank. Balance Sheet Financial Current and Long-Term Assets Cash and cash equivalents Short-term interbank deposits Securities Non-Financial 03.31.2009 03.31.2008 556,344,693 385,121,742 7,364,593 4,668,295 131,709,813 03.31.2009 Consolidated 03.31.2008 03.31.2009 03.31.2008 18,415,812 14,219,002 577,351,134 406,228,493 206,623 151,565 7,515,942 4,789,550 72,650,835 248,438 67,084 131,796,199 72,688,803 96,071,455 70,090,713 14,551,938 11,901,058 110,593,581 81,489,597 Loans and leasing operations 205,350,254 149,537,305 -- -- 208,622,344 150,862,795 Other receivables 115,848,578 88,174,594 3,408,813 2,099,295 118,823,068 96,397,748 Permanent Assets 20,848,249 7,463,992 962,538 1,126,389 14,574,099 7,964,025 Investments 2,562,814 2,427,182 787,970 1,024,147 960,949 1,055,324 Property and equipment 8,306,849 4,461,420 130,822 125,282 3,590,818 2,972,950 Intangible 9,377,151 -- 13,390 -- 9,390,541 3,293,560 Deferred charges 601,435 575,390 30,356 (23,040) 631,791 642,191 Total Assets 577,192,942 392,585,734 19,378,350 15,345,391 591,925,233 414,192,518 Current and Long-Term Liabilities 545,285,427 367,049,696 17,056,866 13,039,227 560,232,054 388,785,676 Deposits 305,178,371 190,103,347 -- -- 305,002,371 189,750,921 32,173,368 21,308,492 226,283 243,159 32,314,876 21,501,402 207,933,688 155,637,857 16,830,583 12,796,068 222,914,807 177,533,353 Deferred income 218,457 129,196 -- -- -- -- Minority Interest in Subsidiaries 830,205 -- -- -- 834,326 -- 30,858,853 25,406,842 2,321,484 2,306,164 30,858,853 25,406,842 577,192,942 392,585,734 19,378,350 15,345,391 591,925,233 414,192,518 Borrowings and onlendings Other liabilities Stockholders' equity Total Liabilities Income Statement Financial 1Q2009 Income from Financial Intermediation Expenses from Financial Intermediation Gross Financial Intermediation Income Other Operating Income / Expenses Operating Net income Non-operating Net income Non-Financial 1Q2008 1Q2009 Consolidated 1Q2008 1Q2009 1Q2008 14,797,578 11,045,999 359,123 207,826 15,144,407 11,243,645 (11,571,834) (7,382,648) (198,707) (126,771) (11,785,638) (7,504,510) 3,739,135 3,225,744 3,663,351 160,416 81,055 3,358,769 (2,684,114) (739,492) 281,933 206,302 (2,664,359) (852,585) 541,630 2,923,859 442,349 287,357 694,410 2,886,550 16,015 32,536 472 192,190 16,487 224,141 557,645 2,956,395 442,821 479,547 710,897 3,110,691 Income Tax and Social Contribution 1,323,402 (308,884) (141,747) (153,422) 1,181,654 (462,306) Profit Sharing (215,568) (300,045) (11,525) (874) (227,093) (300,919) (2) -- -- -- 19 -- 1,665,477 2,347,466 289,549 325,251 1,665,477 2,347,466 Income before taxes Minority Interest Sharing Net Income Balances have been eliminated accounting assets and liabilities and income and expenditure relating to transactions between outside agencies, businesses and consolidated Bank of Brazil SA. 5 – Acquisition of Banco Nossa Caixa. S.A. On 12.19.2008, Banco do Brasil and the State Government of São Paulo entered into a contract of sale of shares for acquisition of the controlling interest of Banco Nossa Caixa S.A., by means of the sale of 76,262,912 common shares, belonging to the State, equivalent to 71.2499527144% of the total capital stock and of the voting capital in the same proportion, to Banco do Brasil. The transaction was authorized by the São Paulo State Legislature, under the terms of State Law n.º 13,286 of 12.18.2008, and approved by the Extraordinary General Meeting of Shareholders of Banco do Brasil on 12.23.2008. The price stipulated for sale was R$ 5,386,496 thousand (R$ 70.63 per share), payable in 18 monthly installments of R$ 299,250 thousand, calculated with a basis on an economic/financial evaluation, considering the prospects of future profitability and the discounted cash flow of Banco Nossa Caixa, in conformity with article 224 of Law n.º 6,404/1976. In compliance with article 254-A of Law n.º 6,404/1976 and with the Regulation of the New Market of Bovespa, there will be a Public Offering of Acquisition of Shares, ensuring that the minority shareholders of Nossa Caixa are entitled to sell their shares, at least, under the same terms offered to the State Government of São Paulo. On 01/19/2009, Banco do Brasil S.A. filed with the Securities Commission - CVM a request of registration of a Public Offering for Acquisition of Shares of Banco Nossa Caixa. On 3.10.2009, the Central Bank of Brazil sent correspondence to Banco do Brasil communicating the approval of the transfer of controlling interest from Nossa Caixa to Banco do Brasil. On 3.16.2009, after the fulfillment of all the precedent conditions for the closing of the operation of acquisition of the controlling interest of Banco Nossa Caixa, there was the payment to the Statement Government of São Paulo of the first installment, in the amount of R$ 310,931 thousand (corrected by the Selic rate since 11.20.2008, pursuant to the contract of sale of shares and other agreements) and the transfer of shares belonging to the State Government of São Paulo to Banco do Brasil, which became their controlling shareholder. The initial record of the transaction involved the accounting, at Banco do Brasil, of the amount of the investment and of the goodwill paid to the State Government of São Paulo, and at Nossa Caixa, of the amount of the adjustments resulting from the adaptation of accounting criteria and estimates to those adopted by the new controlling shareholder, in conformity with CVM Resolution n.º 506/2006. The amounts of the investment and of the goodwill were determined with a basis on the adjusted balance sheet of Nossa Caixa on December 31, 2008, restated up to March 31, 2009, by the existing differences of criteria. In view of the complexity of the subject and the time required to identify and measure all the differences of criteria that exist, it was defined that the initial recording would be performed with a basis on the "best estimate" possible under the circumstances, and that the final recording of all the differences would be performed over time, preferably by June 30, 2009 and necessarily by the date of takeover of Nossa Caixa by Banco do Brasil, having as a contra entry the adjustment of the initial goodwill of the transaction. In this manner, the total amount of goodwill paid, shown in the chart below, as a result of the expectation of future profitability (goodwill), could not be allocated to the cash generation units, due to the non-conclusion, to date, of the study by a specialized company. The aforesaid allocations will be performed on a timely basis, as permitted by CVM Resolution n.º 527/2007. We present below the calculation of the investment and of the goodwill amounts, after the adjustments made at Banco Nossa Caixa, for equalization of accounting criteria: Shareholders' Equity of Banco Nossa Caixa on 12.31.2008 Increase of Shareholders' Equity in the 1st quarter/2009 (prior-year adjustment and mark to market of securities) Result of the 1st quarter/2009, before the adjustments for equalization of accounting practices (1) Adjustments made at Nossa Caixa for equalization of accounting practices with Banco do Brasil Adjusted Shareholders' Equity of Nossa Caixa on 3.31.2009 Amount of the Investment in Banco do Brasil (71.2499527144%) Price for the acquisition of shares, restated on 3.16.2009 - Price for the acquisition of shares, pursuant to the contract signed on 11.20.2008 - Restatement of the price for the acquisition of shares, on 3.16.2009 (Selic rate) Amount of goodwill for the acquisition R$ thous 3,180,682 29,184 (35,127) (288,135) 2,886,604 2,056,704 5,596,755 5,386,496 210,259 3,540,051 (1) Adjustments made in the financial statements of Nossa Caixa, resulting from standardization of accounting criteria and estimates to those adopted by the new controlling shareholder, Banco do Brasil, in conformity with CVM Resolution 506/2006, which approves the Pronouncement of Ibracon about accounting practices, changes in the accounting estimates and correction of errors. The responsibility for the obligations resulting from these adjustments was under discussion with the former controlling shareholder of Nossa Caixa. With the change of controlling interest, on 03.16.2009, this responsibility was formally assigned to Banco do Brasil. Adjustments included: reinforcement of provision for loan losses, civel, labour and tax contingencies; and the liabilities with health and pension plans. In addition, were recorded tax credits on temporary differences originated on the adjustments performed as well as on tax credit not recorded in prior years. The equity interests of Banco Nossa Caixa S.A. are as follows: Nossa Caixa Capitalização S.A. Nossa Caixa S.A. – Administradora de Cartões de Crédito Mapfre Nossa Caixa Vida e Previdência S.A. Subsidiary Subsidiary Associated company 100% 100% 49% We present below, for comparative purposes, the consolidated balances involving the Economic/Financial Group, with the position prior to and subsequent to the acquisition of Bank Nossa Caixa: Balance Sheet R$ thous Current Assets and Long-Term Receivables Cash and cash equivalents Short-term interbank deposits Securities and Derivatives Loan and lease operations Other receivables Permanent Assets Investments Property, plant and equipment BB-Consolidated without Nossa Caixa Nossa Caixa BB-Consolidated including Nossa Caixa 03.31.2009 524,915,055 7,122,853 125,229,233 88,007,462 195,994,607 108,560,900 9,213,034 890,039 3,339,065 03.31.2009 52,436,079 393,089 6,566,966 22,586,119 12,627,737 10,262,168 1,821,015 70,910 251,753 03.31.2009 577,351,134 7,515,942 131,796,199 110,593,581 208,622,344 118,823,068 14,574,099 960,949 3,590,818 Intangible assets Deferred Total Assets 4,458,884 525,046 534,128,089 1,391,607 106,745 54,257,094 9,390,541 631,791 591,925,233 Current and Long-Term Liabilities Deposits Borrowings and onlendings Other liabilities Deferred income Minority Interest in subsidiaries Shareholders' equity Total Liabilities 503,269,339 268,337,392 32,013,923 202,918,024 -(103) 30,858,853 534,128,089 51,370,136 36,664,979 300,953 14,404,204 354 -2,886,604 54,257,094 560,232,054 305,002,371 32,314,876 222,914,807 -834,326 30,858,853 591,925,233 The balance of goodwill recorded in Intangible Assets (R$ 3,540,051 thousand) and the balance of the amounts payable to the State Government of São Paulo for the acquisition of Nossa Caixa, recorded in Other Liabilities (R$ 5,596,755 thousand) were excluded from "BB-Consolidated without Nossa Caixa". On 3.31.2008, Banco Nossa Caixa had R$ 51,439,003 thousand of Assets and R$ 2,867,284 thousand of Shareholders' Equity. The Net Earnings of the 1st quarter/2008 were R$ 114,851 thousand. 6 - Cash and cash equivalents BB - Domestic and Foreign branches Total Cash Local currency Foreign currency Investments in Gold Interbank Aplications (1) Total cash and cash equivalents BB-Consolidated 03.31.2009 03.31.2008 03.31.2009 03.31.2008 6,961,113 6,107,142 853,971 -109,774,256 116,735,369 4,641,262 4,282,096 359,166 -50,771,916 55,413,178 7,515,942 6,644,059 861,379 10,504 114,545,694 122,061,636 4,789,550 4,403,988 378,247 7,315 50,771,916 55,561,466 (1) Refer to operations whose maturity of application is less than or equal to 90 days. 7 - Interbank Investments a) Breakdown BB - Domestic and Foreign branches BB-Consolidated 03.31.2009 03.31.2008 03.31.2009 03.31.2008 Repurchase agreements 98,620,483 57,997,544 103,356,185 57,963,384 Sales pending settlement - own operations Financial Treasury Bills Federal Treasury Bills Federal Treasury Notes Others - Domestic Others - Abroad Sales pending settlement - financed operations 28,409,241 23,197,773 199,999 4,548,587 -462,882 70,211,242 60,635,787 -9,575,455 -46,371,643 42,429,136 3,942,507 914,980 5,366 909,614 ---57,082,564 14,610,838 38,958,352 3,441,246 72,128 23,839,237 16,822,659 7,016,578 33,144,943 25,567,750 2,213,515 4,900,796 -462,882 70,211,242 60,635,787 -9,575,455 -28,440,014 24,487,552 3,952,462 952,948 5,366 909,614 -37,968 -57,010,436 14,610,838 38,958,352 3,441,246 -14,725,420 7,708,841 7,016,578 Total 144,992,126 81,836,781 131,796,199 72,688,803 Current Assets 136,818,450 75,297,475 123,016,163 71,672,378 8,173,676 6,539,306 8,780,036 1,016,425 Financial Treasury Bills Federal Treasury Bills Federal Treasury Notes Others Interbank deposits Investments Investments in national currency Investments in foreign currency Non Current Assets b) Income from short-term interbank deposits BB - Domestic and Foreign branches Income from repurchase agreements Own operations Financed operations Income from interbank deposits(1) Total BB-Consolidated 1Q2009 1Q2008 1Q2009 1Q2008 3,159,715 1,383,162 3,159,715 1,381,805 997,785 57,770 2,161,930 1,325,392 2,161,930 1,324,516 446,365 219,111 221,071 97,892 3,606,080 1,602,273 3,380,786 1,479,697 997,785 57,289 (1) Refer to income on the applications in Interbank deposits in national currency. The rents on applications in Interbank foreign currency deposits totaled R$25,161 thousand at 03.31.2009 (R$123,016 thousand at 03.31.2008), which are recorded under Other Operational Income. 8 - Securities and Derivative Financial Instruments a) Securities BB - Domestic and Foreign branches 03.31.2009 03.31.2008 Total Market Value Maturity in days With no maturity 1 – Trading securities Domestic Financial Treasury Bills Federal Treasury Bills Federal Treasury Notes Debentures Shares in listed companies 2 - Securities available for sale Domestic Financial Treasury Bills Federal Treasury Bills Federal Treasury Notes Debentures Agricultural debt securities Shares in investment funds Quota of Funds for Social Development Shares in listed companies Shares in closed companies Rural Product Bills (Commodities) Others Cost 0-30 31-180 181-360 Total Market Value over 360 Unrealized gain (loss) Cost Market Value 2,000 2,000 ----2,000 135,678 135,678 -135,678 ---- 1,188,633 1,188,633 3,410 1,184,607 -616 -- 4,620,346 4,620,346 411,675 4,199,465 9,206 --- 12,557,221 12,557,221 4,897,528 817,275 6,795,703 46,715 -- 18,013,832 18,013,832 5,314,175 6,233,438 6,415,421 48,798 2,000 18,503,878 18,503,878 5,312,613 6,337,025 6,804,909 47,331 2,000 -------- 17,724,873 17,592,117 17,724,873 17,592,117 3,251,470 3,254,387 11,798,920 11,739,287 2,629,327 2,553,264 44,241 44,225 915 954 Unrealized gain (loss) -------- 13,023 1,899,084 8,131,055 4,070,777 23,270,491 37,255,709 37,384,430 128,721 34,084,473 34,120,898 36,424 13,022 -----413 1,771,594 353 ---5 -- 7,899,690 3,097,474 2,207,761 675,766 -434 -- 4,013,481 2,736,844 182,138 969,688 5,277 1,014 -- 20,771,292 17,862,608 76,579 2,020,495 733,096 9,460 -- 34,420,270 23,695,514 2,457,302 3,623,707 736,696 12,152 413 34,469,079 23,697,279 2,466,478 3,665,949 738,373 10,913 413 48,809 1,765 9,176 42,242 1,677 (1,239) -- 32,712,275 32,640,194 20,575,897 20,624,929 4,109,035 4,067,493 6,736,038 6,661,575 353,667 353,687 11,533 9,668 1,483 1,483 (72,082) 49,031 (41,542) (74,463) 20 (1,865) -- 552 -- -- -- -- 2,078 552 (1,526) 1,545 383 (1,162) 10,689 1,368 --- --- --- --- 7,364 1,368 10,689 1,368 3,325 -- 7,364 17,713 10,349 -- 84,653 347,570 118,520 11 546,573 550,754 4,181 519,616 518,637 (979) -- 1,686,583 1,570,685 -- 69,043 3,337,103 3,326,311 (10,792) 396,097 384,626 (11,471) Abroad Brazilian foreign debt securities Foreign government securities Shares in investment funds 1 127,490 231,365 57,296 2,499,199 2,835,439 2,915,351 79,912 1,372,198 1,480,704 108,506 -- -- -- 57,296 2,452,350 2,430,863 2,509,646 78,783 1,363,184 1,471,597 108,413 -1 127,490 -- 231,365 -- --- 46,849 -- 404,576 -- 405,704 1 1,128 1 9,014 9,106 92 3 - Securities held to maturity Domestic Financial Treasury Bills Federal Treasury Notes ----- 13,572 1,743 1,743 -- 36,029 36,029 8,716 27,313 3,575,871 3,574,222 3,574,222 -- 11,609,988 11,424,464 11,406,268 18,196 15,217,739 15,037,742 14,989,492 48,250 15,235,460 15,036,458 14,990,949 45,509 ----- 16,371,173 16,399,409 15,991,691 16,002,727 15,972,198 15,987,643 19,493 15,084 ----- Abroad Eurobonds Brazilian foreign debt securities Foreign government securities --- 11,829 -- --- 1,649 -- 185,524 -- 179,997 -- 199,002 -- --- 379,482 13,912 396,682 13,912 -- -- -- 1,649 185,524 168,168 187,173 -- 348,549 365,749 -- -- 11,829 -- -- -- 11,829 11,829 -- 17,021 17,021 -- 15,023 2,048,334 9,355,717 12,266,994 47,437,700 70,487,280 71,123,768 128,721 68,180,519 68,112,424 36,424 Total 03.31.2009 03.31.2008 Market Value Maturity in days --- Total 0-30 Total by portfolio 15,023 2,048,334 9,355,717 12,266,994 47,437,700 70,487,280 71,123,768 128,721 68,180,519 68,112,424 36,424 Own portfolio Subject to repurchase agreements Deposits with the Brazilian Central Bank 15,023 ---- 361,751 1,686,583 --- 7,291,057 1,849,567 175,409 39,684 30,371,485 23,689,920 14,883,522 1,542,353 30,977,790 23,722,874 14,880,993 1,542,111 106,344 25,572 (3,172) (23) 22,756,265 39,648,207 4,880,217 895,830 22,621,570 39,705,396 4,887,475 897,983 (68,295) 95,593 7,010 2,116 Pledged in guarantee Cost Total With no maturity 31-180 181-360 Market Value over 360 5,980,698 17,329,261 3,896,760 16,289,964 2,348,008 12,357,576 41,528 1,460,899 Unrealized gain (loss) Cost Market Value 03.31.2009 03.31.2008 Market Value Maturity in years With no maturity Total by category 1 - Trading securities 2 - Securities available for sale 3 - Securities held to maturity Due in up to one year Due from 1 to 5 years Unrealized gain (loss) Total Due from 5 to 10 years Due after 10 years Cost Total Market Value Cost Market Value 15,023 2,000 23,671,045 5,944,657 36,573,218 10,457,199 9,002,172 2,100,022 1,862,310 -- 70,487,280 18,013,832 71,123,768 18,503,878 68,180,519 17,724,873 68,112,424 17,592,117 13,023 -- 14,100,916 3,625,472 14,688,845 11,427,174 6,719,336 182,814 1,862,310 -- 37,255,709 15,217,739 37,384,430 15,235,460 34,084,473 16,371,173 34,120,898 16,399,409 03.31.2009 03.31.2008 Book Value Non Current Book Value Total Current Total by portfolio 36,242,812 25,038,544 8,050,123 34,863,235 5,930,875 15,664,002 71,106,047 30,969,419 23,714,125 24,862,038 8,329,575 14,618,293 43,222,150 14,285,482 24,665,503 68,084,188 22,615,057 39,283,796 3,033,850 120,295 11,846,544 1,421,814 14,880,394 1,542,109 977,938 537,701 3,909,537 360,246 4,887,475 897,947 -- -- -- 398,531 1,382 399,913 Own portfolio Subject to repurchase agreements Deposits with the Brazilian Central Bank Pledged in guarantee Subject to repurchase agreements – within free movement Current Non Current Total Maturity in Days 03.31.2009 Total by category Trading Securities Securities available for sale Securities held to maturity Portfolio book value Mark-to-market - Category 3 Portfolio market value 03.31.2008 18,503,878 37,384,430 15,217,739 71,106,047 17,721 71,123,768 26% 53% 21% 100% 17,592,117 34,120,898 16,371,173 68,084,188 28,236 68,112,424 26% 50% 24% 100% BB-Consolidated 03.31. 2009 03.31.2008 Market Value Maturity in days 1 - Trading securities Domestic Financial Treasury Bills Federal Treasury Bills Federal Treasury Notes Debentures Promissory Notes Shares in listed companies Shares in closed companies Shares in investment funds Federal Government securities Banking Deposit receipt Others Abroad Eurobonds Brazilian foreign debt securities Banking Deposit receipt Foreign government securities Quotas of mutual funds to fixed income 2 - Securities available for sale Domestic Financial Treasury Bills Federal Treasury Bills Federal Treasury Notes Federal Government securities other Debentures Agricultural debt securities Quotas of FIDCs Quotas of Private Equity Funds Quotas of Fund in Emerging Companies Quotes of fund investments - others Funds for Social Development Shares in listed companies Shares in privately-held companies Shares in equity funds Rural Product Bills - Commodities Securities company under special Dpvat- Financial Treasury Bills Banking deposit receipt Others Abroad Brazilian foreign debt securities Foreign government securities Shares in investment funds Shares in listed companies Others With no maturity 31-180 181-360 over 360 With no maturity Total Market Value Unrealized Gain/loss With no maturity 1,958,068 1,920,856 6,083 1,681,076 57,153 616 15,236 --30,234 -130,458 -37,212 482 1,664 35,066 -- 7,299,843 7,298,197 2,374,206 4,289,491 570,247 7,552 ---8,357 -48,344 -1,646 -1,646 --- 20,943,546 20,918,808 8,964,329 1,496,936 8,818,263 769,615 ---59,213 89,107 721,345 -24,738 14,714 10,024 --- 31,922,455 31,855,816 11,414,706 7,481,053 8,987,254 799,725 15,236 288,775 -372,825 1,221,600 1,274,612 30 66,639 15,235 14,490 35,051 1,863 32,474,992 32,409,415 11,411,608 7,603,181 9,445,717 783,386 15,236 286,675 -372,825 1,229,283 1,261,497 7 65,577 15,314 13,334 35,066 1,863 ------------------- 24,850,989 24,757,382 4,875,901 13,410,111 4,081,131 912,854 -225,420 24,717,330 24,626,515 4,879,590 13,383,081 4,004,757 909,649 -221,024 --------- 109,901 459,727 692,429 (10,092) 93,607 38,417 51,744 -3,446 109,901 476,419 652,219 (10,125) 90,815 37,615 49,752 -3,448 ---------- -- -- -- -- -- -- -- -- -- -- -- 69,667 21,922 ---- 1,934,440 1,806,950 19,238 --- 8,270,477 7,944,932 3,111,235 2,207,762 676,985 4,138,229 4,077,203 2,762,849 182,138 970,060 30,856,146 28,246,433 23,480,466 76,579 3,083,118 45,099,257 42,030,506 29,371,735 2,457,302 4,647,369 45,268,959 42,097,440 29,373,788 2,466,479 4,730,163 169,702 66,934 2,053 9,177 82,794 35,348,848 33,737,125 20,800,007 4,139,175 6,780,871 -- -- -- -- -- -- -- -- -- -- -- ----- -5 --- 9,504 434 --- 8,256 1,014 --- 1,315,204 9,460 2,165 112,987 1,339,961 12,152 2,168 109,780 1,332,964 10,913 2,165 112,987 (6,997) (1,239) (3) 3,207 668,513 11,533 4,332 63,667 668,925 9,668 4,348 64,110 413 (1,865) 16 443 Own portfolio Subject to repurchase agreements Deposits with the Brazilian Central Bank Pledged in guarantee 35,388,108 39,260 33,629,406 (107,719) 20,849,153 49,145 4,097,600 (41,575) 6,707,673 (73,197) -- -- -- -- 1,772 3,400 1,772 (1,628) 1,400 866 (534) 4,860 552 12,274 2,852 1,384 -----47,745 --40,546 2,893 4,306 -----84,653 -3,810 12,661 1,686,583 127,490 -127,490 ---- -----347,570 -1,124 19,633 1,570,685 325,545 -325,545 ---- -----118,520 -8,621 25,745 -61,026 61,026 ----- -----11 -37,178 22,009 105,484 2,609,713 2,561,862 47,851 ---- 10,213 2,078 10,682 2,534 8,509 546,573 -50,718 80,393 3,374,939 3,068,751 2,518,400 499,744 27,324 963 22,320 4,860 552 12,274 2,852 1,384 550,754 -50,733 80,048 3,362,752 3,171,519 2,622,888 500,886 40,546 2,893 4,306 (5,353) (1,526) 1,592 318 (7,125) 4,181 -15 (345) (12,187) 102,768 104,488 1,142 13,222 1,930 (18,014) 220,916 10,321 10,678 7 3,213 519,616 -18,520 65,938 418,417 1,611,723 1,424,418 165,951 20,640 714 -- 203,710 383 20,799 264 1,716 518,637 -18,520 65,938 397,095 1,758,702 1,558,091 166,043 31,745 2,823 -- (17,206) (9,938) 10,122 257 (1,497) (979) ---(21,322) 146,979 133,673 92 11,105 2,109 -- ------ 32,559 20,730 20,730 --- 389,170 389,170 10,634 52,063 324,383 9,188,779 9,187,130 3,612,200 905,394 4,669,529 22,075,271 21,889,747 12,859,850 5,562,849 2,578,868 31,432,950 31,252,953 16,501,836 6,462,619 7,400,338 31,685,779 31,486,777 16,503,414 6,520,306 7,572,780 ------ 20,484,941 20,098,795 16,171,098 462,433 -- 20,513,616 20,109,830 16,186,542 458,023 -- ------ -- -- 2,090 7 888,180 888,160 890,277 -- 3,129,780 3,129,780 -- -------- ---11,829 --11,829 -------- ---1,649 -1,649 -- ---185,524 -185,524 -- ---179,997 -168,168 11,829 ---199,002 -187,173 11,829 -------- -5,107 330,377 386,147 13,912 355,214 17,021 -5,107 330,377 403,786 13,912 372,853 17,021 -------- 563,475 3,746,726 10,617,715 20,626,851 73,874,963 108,454,662 109,429,730 169,702 80,684,778 80,619,054 39,260 03.31.2009 Total by portfolio Unrealized Gain/loss 1,779,727 1,777,746 66,990 135,678 54 ----76,548 1,140,176 358,300 -1,981 118 --1,863 03.31. 2008 Market Value Maturity in days Market Value 493,808 493,808 ---5,603 -286,675 -198,473 -3,050 7 ------ 3 - Securities held to maturity Domestic Financial Treasury Bills Federal Treasury Notes Federal Treasury Bills Federal Government securities other Commodities Debentures Banking deposit receipt Abroad Eurobonds Brazilian foreign debt securities Foreign government securities Total 0-30 Total With no maturity 563,475 557,872 5,603 Total Cost 0-30 31-180 3,746,726 10,617,715 2,060,143 8,349,781 1,686,583 1,855,727 Market Value Total Unrealized gain (loss) Cost Market Value Unrealized gain (loss) 181-360 over 360 20,626,851 11,979,118 5,993,519 73,874,963 35,992,328 22,416,756 108,454,662 58,044,913 31,892,835 109,429,730 58,939,242 31,958,188 169,702 126,182 46,705 80,684,778 35,161,389 39,741,050 80,619,054 35,004,730 39,822,568 39,260 (90,726) 120,854 -- -- 175,409 2,348,007 12,862,632 15,388,567 15,386,048 (3,162) 4,886,508 4,893,772 7,016 -- -- 236,798 306,207 2,603,247 3,128,347 3,146,252 (23) 895,830 897,984 2,116 03.31.2009 03.31.2008 Market Value Maturity in years Total by category 1 - Trading securities 2 - Securities available for sale 3 - Securities held to maturity With no maturity Due in up to one year Due from 1 to 5 years Total Due from 5 to 10 years Due after 10 years Cost Total Market Value Cost Market Value 563,475 493,808 34,991,292 11,037,638 55,949,391 17,840,708 12,294,508 2,821,378 5,631,064 281,460 108,454,662 31,922,455 109,429,730 32,474,992 80,684,778 24,850,989 80,619,054 24,717,330 69,667 -- 14,343,146 9,610,508 20,866,104 17,242,579 7,828,334 1,644,796 2,161,708 3,187,896 45,099,257 31,432,950 45,268,959 31,685,779 35,348,848 20,484,941 35,388,108 20,513,616 03.31.2009 03.31.2008 Account value Current By Portfolio Own portfolio Subject to repurchase agreements Deposits with the Brazilian Central Bank Pledged in guarantee Subject to repurchase agreements – within free movement Non Current Account Value Total Current Non Current 52,564,192 37,294,769 56,612,709 109,176,901 28,306,050 52,284,329 80,590,379 22,979,956 60,274,725 11,768,289 23,254,871 35,023,160 12,115,278 3,033,850 19,834,160 12,351,600 31,949,438 15,385,450 14,623,591 977,938 24,751,996 3,909,537 39,375,587 4,887,475 120,295 1,446,993 1,567,288 537,701 366,543 904,244 -- -- -- 398,531 1,382 399,913 03.31.2009 Total by category Trading Securities Securities available for sale Securities held to maturity Portfolio book value Mark-to-market - Category 3 Portfolio market value 32,474,992 45,268,959 31,432,950 109,176,901 252,829 109,429,730 Total 03.31.2008 30% 41% 29% 100% 24,717,330 35,388,108 20,484,941 80,590,379 28,675 80,619,054 31% 44% 25% 100% b) Derivative financial instruments The Bank uses derivative financial instruments to manage, at the consolidated level, its positions and to meet clients' needs, classifying its own positions as either Hedging (market risk) or Trading, both with limits of approval. This information is made available to the areas of pricing, trading, controls and calculation of results, which are segregated within the Bank. In the options market, active or long positions have the Bank as holder, while passive or short positions have the Bank as writer. The models used to manage risks with derivatives are reviewed periodically and decisions are made in accordance with the best risk/return relationships, estimating possible losses based on the analysis of macroeconomic scenarios. The Bank uses appropriate tools and systems to manage the derivatives. Trading in new derivatives, standardized or not, is subject to a formal risk analysis prior to any transaction. Risk analysis of the subsidiaries is undertaken on an individual basis and its management is undertaken at the consolidated level. The hedge strategy of the equity positions is in line with the macroeconomic analyses and is approved by the Executive Board of Directors.The Bank uses statistical methods and simulations to measure the risks of its positions, including derivatives, using models of values at risk sensibility and stress analysis. Risks The main risks inherent in the derivative financial instruments entered into as part of the Group’s business are credit, market and operating risks, all similar to those related to other types of financial instruments. Credit risk is the exposure to loss in the event of default by the counterparty to a transaction. The credit exposure in futures contracts is minimized due to daily settlement in cash. Swap contracts registered at CETIP and at BM&F are subject to credit risk if the counterparty is unable or unwilling to comply with his contractual liabilities. Total credit exposure in swaps at March 31, 2009 is R$ 1,243,764 thousand (R$ 2,096,551 thousand on March 31, 2008). The credit risk associated with options contracts is limited to the premiums paid on purchased options. Market risk is the exposure created by a potential fluctuation in interest rates, exchange rates, quotations of goods, prices quoted on stock markets and other values, and is a function of the type of product, the volume of operations, the term and conditions of the contract and the underlying volatility. Operating risk indicates the probability of financial losses resulting from failures or inadequacy of people, processes and / or systems, or factors such as catastrophes or criminal activities. Details of the Portfolio of Derivatives Designated for Trade by Index BB- Domestic and Foreign branches 03.31.2009 03.31.2008 By index Exchange trading Futures contracts Sales commitments DI Currencies Index Foreign exchange coupon Libor Commodities SCC (1 ) Sales commitments DI Currencies Index Foreign exchange coupon Libor Commodities (1) SCC Fixed-term options Asset position Security maturity Currencies BB-Consolidated 03.31.2009 03.31.2008 Contraparte Notional amount B B B B IF B B 2,199,896 1,331,030 402,311 --466,555 --- 124,031 107,677 7,434 (66) -7,522 (125) 1,589 124,031 107,677 7,434 (66) -7,522 (125) 1,589 2,498,625 1,628,999 72,737 -130,481 666,374 34 -- (2,333) 5,225 3,346 129 (3,364) -(30) (7,639) 933 5,225 3,346 129 (3,364) 3,266 (30) (7,639) 2,199,896 1,331,030 402,311 --466,555 --- 124,031 107,677 7,434 (66) -7,522 (125) 1,589 124,031 107,677 7,434 (66) -7,522 (125) 1,589 2,498,625 1,628,999 72,737 -130,481 666,374 34 -- (2,333) 5,225 3,346 129 (3,364) -(30) (7,639) 933 5,225 3,346 129 (3,364) 3,266 (30) (7,639) 9,931,215 8,047,304 109,219 -748,189 1,023,558 2,945 -- (430,475) (335,132) (56,820) 11 8,507 (17,613) (60) (29,368) (430,475) (335,132) (56,820) 11 8,507 (17,613) (60) (29,368) 5,950,104 3,393,439 312,759 608 86,805 2,153,903 2,590 -- 62 154 (2,205) 50 2,191 --(128) (5,492) 154 (2,205) 50 2,191 (5,554) -(128) 9,931,215 8,047,304 109,219 -748,189 1,023,558 2,945 -- (430,475) (335,132) (56,820) 11 8,507 (17,613) (60) (29,368) (430,475) (335,132) (56,820) 11 8,507 (17,613) (60) (29,368) 5,950,104 3,393,439 312,759 608 86,805 2,153,903 2,590 -- 62 154 (2,205) 50 2,191 --(128) (5,492) 154 (2,205) 50 2,191 (5,554) -(128) 1,515,788 -1,515,788 349,514 -349,514 430,391 -430,391 1,115,226 15,921 1,099,305 (11,097) 15,921 (27,018) 43,308 15,921 27,387 1,515,788 -1,515,788 349,514 -349,514 430,391 -430,391 1,115,226 15,921 1,099,305 (11,097) 15,921 (27,018) 43,308 15,921 27,387 (89,494) (50,669) B B B B IF B B B Liability position Cost Market Value Cost Market Value Notional amount Market Value Notional amount (89,494) 3,358,971 (452,302) (327,257) -3,616,488 -(89,494) -(50,669) (15,921) 3,374,892 (15,921) (436,381) (15,921) (311,336) -3,616,488 -(89,494) -(50,669) Options market Purchase options Flexible Currency Options Financial assets & derivatives B C 4,659 4,659 -- 106 106 -- 1,006 1,006 -- 9,311 9,311 -- 371 371 -- 621 621 -- 6,603 4,659 1,944 361 106 255 1,524 1,006 518 17,175 9,311 7,864 1,064 371 693 933 621 312 Sales options Flexible Currency Options Financial assets & derivatives B IF (1,574,261) (1,574,261) -- (1,540,060) (1,540,060) -- (1,553,868) (1,553,868) -- (807,730) (807,730) -- (765,679) (765,679) -- (778,103) (778,103) -- (1,572,317) (1,574,261) 1,944 (1,540,315) (1,540,060) (255) (1,554,387) (1,553,868) (519) (799,866) (807,730) 7,864 (766,372) (765,679) (693) (778,415) (778,103) (312) Over-the-counter trading Swap contracts Asset position DI DI Foreign currency Foreign currency Prefixado IPCA C IF C IF C C 4,694,633 1,371,298 920,808 598,798 1,562,414 223,548 17,767 765,044 34,790 49,104 140,263 539,925 342 620 744,961 39,117 19,250 148,220 531,908 4,897 1,569 8,178,597 2,094,883 3,878,278 550,751 887,353 748,480 18,852 765,168 255,975 468,524 14,927 21,801 3,633 308 719,737 248,534 408,539 23,085 35,467 3,638 474 4,637,934 1,371,298 920,808 598,798 1,562,414 184,616 -- 764,146 34,791 49,104 140,263 539,925 63 -- 742,412 39,117 19,250 148,220 531,908 3,917 -- 8,159,745 2,094,883 3,878,278 550,751 887,353 748,480 -- 764,860 255,975 468,524 14,927 21,801 3,633 -- 719,262 248,534 408,539 23,085 35,467 3,637 -- Liability position DI DI Foreign currency Foreign currency Prefixed TMS TR C IF C IF C C C 14,384,691 4,020,396 1,291,867 1,970,257 1,751,290 13,700 4,652,129 685,052 (1,185,123) (178,151) (28,856) (538,825) (332,979) (23) (92,161) (14,128) (1,200,639) (182,051) (35,788) (538,861) (337,468) (182) (92,161) (14,128) 28,614,940 10,791,530 997,461 2,202,017 2,150,090 538,017 11,485,405 450,420 (664,283) (170,080) (169,806) (116,766) (48,946) (64,324) (85,162) (9,199) (637,292) (166,681) (154,161) (118,899) (49,224) (54,258) (85,162) (8,907) 14,384,691 4,020,396 1,291,867 1,970,257 1,751,290 13,700 4,652,129 685,052 (1,182,804) (178,151) (28,856) (538,825) (332,979) (22) (92,161) (11,810) (1,198,321) (182,051) (35,788) (538,861) (337,468) (182) (92,161) (11,810) 28,567,753 10,744,343 997,461 2,202,017 2,150,090 538,017 11,485,405 450,420 (664,317) (170,114) (169,806) (116,766) (48,946) (64,324) (85,162) (9,199) (637,117) (166,506) (154,161) (118,899) (49,224) (54,258) (85,162) (8,907) IF 5,901,591 5,901,591 -- 233,337 233,337 -- 243,455 243,455 -- 5,303,365 4,922,619 380,746 223,227 222,186 1,041 135,653 134,612 1,041 5,815,006 5,815,006 -- 232,500 232,500 -- 242,353 242,353 -- 5,303,365 4,922,619 380,746 223,270 222,229 1,041 135,696 134,655 1,041 IF 3,204,057 3,018,905 185,152 (263,121) (262,409) (712) (268,364) (267,652) (712) 5,208,535 4,622,649 585,886 (113,474) (109,739) (3,735) (89,325) (85,590) (3,735) 3,188,071 3,002,919 185,152 (262,884) (262,172) (712) (268,145) (267,433) (712) 5,148,340 4,562,454 585,886 (112,681) (108,946) (3,735) (88,877) (85,142) (3,735) (15,921) 3,374,892 (452,302) Market Value 3,616,488 Counterpart: (B) Stock Exchange, (IF) Financial Institution, (C) Client. (1) Foreign exchange swap with regular adjustments. 3,358,971 Cost B B Liability position Foreign currency Others 3,616,488 Cost Security maturity Currencies Forward contracts Asset position Foreign currency Others (50,669) Notional amount (15,921) (436,381) (327,257) (15,921) (311,336) Breakdown of the Credit derivatives portfolio BB- Domestic and Foreign branches 03.31.2009 03.31.2008 Notional amount Market Value Notional amount BB-Consolidated 03.31.2009 03.31.2008 Market Value Notional amount Notional amount Notional amount Market Value Asset position - Transferred risk Credit swaps - Derivatives with Banks --- --- 22,466 22,466 19 19 --- --- 22,466 22,466 19 19 Liability position - Received risk Credit swaps - Derivatives with Banks --- --- 8,741 8,741 (38) (38) --- --- 8,741 8,741 (38) (38) Breakdown of the Credit derivatives portfolio by maturity BB- Domestic and Foreign branches 03.31.2009 03.31.2008 By Maturity Notional amount Cost Market Value Notional amount Cost BB-Consolidated 03.31.2009 Market Value Notional amount Cost Forwards contracts Sales commitments Up to 30 days 31 to 60 days 61 a 90 dias 91 to 180 days 181 to 360 days 1 to 5 years Over 5 years 2,199,896 993,390 297,528 22,176 260,007 5,491 521,206 100,098 --------- --------- 2,498,625 609,841 44,453 109,404 723,739 460,174 551,014 -- --------- --------- 2,199,896 993,390 297,528 22,176 260,007 5,491 521,206 100,098 Sales commitments Upto 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years Over 5 years 9,931,215 139,098 16,912 59,475 205,395 3,510,522 5,999,813 -- --------- --------- 5,950,104 224,930 185,214 519 406,170 1,835,626 3,172,924 124,721 --------- --------- 9,931,215 139,098 16,912 59,475 205,395 3,510,522 5,999,813 -- Fixed-term options Security maturity Asset position Up to 30 days --- --- --- 15,921 15,921 15,921 15,921 15,921 15,921 Liability position Up to 30 days --- --- --- (15,921) (15,921) (15,921) (15,921) Currency maturity Asset position Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years 1,515,788 407,471 525,803 167,909 250,201 162,848 1,556 349,514 52,869 38,743 20,162 103,720 95,596 38,424 430,391 53,245 39,413 21,581 107,694 112,017 96,441 1,099,305 140,687 101,691 32,549 294,097 376,433 153,848 Liability position Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years 3,616,488 540,078 423,729 385,114 707,919 780,928 778,720 (89,494) (12,859) (11,162) (7,535) (13,580) (9,897) (34,461) (50,669) (13,485) (11,156) (6,904) (12,296) (4,853) (1,975) 4,659 --2,330 2,329 106 --48 58 Options market Purchase options Shares Up to 30 days 31 to 60 days 91 to 180 days 181 to 360 days Purchase options Shares Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years 03.31.2008 Market Value Notional amount -------- Cost Market Value -------- 2,498,625 609,841 44,453 109,404 723,739 460,174 551,014 - -------- -------- --------- --------- 5,950,104 224,930 185,214 519 406,170 1,835,626 3,172,924 124,721 --------- --------- --- --- --- 15,921 15,921 15,921 15,921 15,921 15,921 (15,921) (15,921) --- --- --- (15,921) (15,921) (15,921) (15,921) (15,921) (15,921) (27,018) 1,846 1,560 265 (1,302) (11,680) (17,707) 27,387 4,563 3,105 1,044 6,449 8,272 3,954 1,515,788 407,471 525,803 167,909 250,201 162,848 1,556 349,514 52,869 38,743 20,162 103,720 95,596 38,424 430,391 53,245 39,413 21,581 107,694 112,017 96,441 1,099,305 140,687 101,691 32,549 294,097 376,433 153,848 (27,018) 1,846 1,560 265 (1,302) (11,680) (17,707) 27,387 4,563 3,105 1,044 6,449 8,272 3,954 3,374,892 624,248 474,566 233,076 853,042 673,808 516,152 (436,381) (50,555) (40,913) (24,096) (108,661) (106,497) (105,659) (311,336) (49,340) (36,848) (22,624) (89,535) (69,937) (43,052) 3,616,488 540,078 423,729 385,114 707,919 780,928 778,720 (89,494) (12,859) (11,162) (7,535) (13,580) (9,897) (34,461) (50,669) (13,485) (11,156) (6,904) (12,296) (4,853) (1,975) 3,374,892 624,248 474,566 233,076 853,042 673,808 516,152 (436,381) (50,555) (40,913) (24,096) (108,661) (106,497) (105,659) (311,336) (49,340) (36,848) (22,624) (89,535) (69,937) (43,052) 1,006 --546 460 9,311 ---9,311 371 ---371 621 ---621 6,603 --4,274 2,329 361 --303 58 1,524 --1,064 460 17,175 1,920 1,086 4,858 9,311 1,064 142 70 481 371 933 11 25 276 621 (1,574,261) (1,540,060) (1,553,868) (603,063) (595,073) (598,461) (621,103) (615,572) (617,793) (79,969) (76,917) (77,021) (240,291) (230,939) (235,260) (20,511) (14,559) (17,053) (9,324) (7,000) (8,280) (807,730) (620,025) (35,095) (4,275) (124,524) (9,311) (14,500) (765,679) (596,458) (28,287) (4,015) (122,048) (371) (14,500) (778,103) (598,669) (28,741) (5,123) (130,771) (136) (14,663) (1,572,317) (603,063) (621,103) (79,969) (238,347) (20,511) (9,324) (1,540,315) (595,073) (615,572) (76,917) (231,194) (14,559) (7,000) (1,554,387) (598,461) (617,793) (77,021) (235,779) (17,053) (8,280) (799,866) (620,025) (33,175) (3,189) (119,666) (9,311) (14,500) (766,372) (596,458) (28,429) (4,085) (122,529) (371) (14,500) (778,415) (598,669) (28,752) (5,148) (131,047) (136) (14,663) -- -- Swap contracts Assets Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years 5 to 10 years 4,694,633 538,888 649,750 239,216 1,097,236 1,259,956 909,587 -- 765,044 77,670 85,882 71,403 328,606 99,953 101,530 -- 744,961 76,573 87,370 66,077 325,416 77,513 112,012 -- 8,178,597 1,607,635 734,100 402,586 1,356,840 1,505,457 2,539,273 32,706 762,168 106,671 59,674 36,834 179,791 186,697 191,581 920 719,737 106,593 55,366 35,058 169,072 166,985 184,885 1,778 4,637,934 536,261 649,750 239,216 1,064,919 1,259,489 888,299 -- 764,146 77,670 85,882 71,403 328,302 99,933 100,956 -- 742,412 76,573 87,370 66,077 324,669 77,501 110,222 -- 8,159,745 1,607,635 734,100 402,586 1,356,840 1,504,372 2,528,216 25,996 764,860 106,671 59,674 36,834 179,791 189,675 191,383 832 719,262 106,593 55,366 35,058 169,072 166,955 184,636 1,582 Liabilities Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years 5 to 10 years 14,384,691 1,528,298 1,171,398 781,274 3,214,401 4,703,014 2,754,866 231,440 (1,185,123) (133,685) (87,386) (133,790) (213,876) (253,357) 352,609 (10,420) (1,200,639) (132,923) (88,161) (134,497) (220,277) (258,353) (356,008) (10,420) 28,614,940 3,669,917 8,121,692 1,052,639 2,425,860 4,205,031 9,139,801 -- (664,283) (89,332) (75,997) (19,025) (86,490) (225,999) (167,440) -- (637,292) (85,837) (75,370) (18,162) (81,905) (209,680) (166,338) -- 14,384,691 847,593 1,174,164 791,098 3,227,225 4,801,066 3,312,105 231,440 (1,182,804) (131,367) (87,386) (133,790) (213,876) (253,357) (352,608) (10,420) (1,198,321) (130,605) (88,161) (134,497) (220,277) (258,353) (356,008) (10,420) 28,567,753 3,628,917 8,121,692 1,052,639 2,425,860 4,205,031 9,133,614 -- (664,317) (89,332) (75,997) (19,025) (86,490) (225,999) (167,474) -- (637,117) (85,823) (75,370) (18,162) (81,905) (209,680) (166,177) -- 5,901,591 2,544,533 1,314,181 1,281,358 420,442 153,542 181,199 6,336 233,337 116,051 53,193 14,449 24,786 6,988 17,240 630 243,455 122,813 54,830 17,060 24,223 6,659 17,240 630 5,303,365 3,199,018 338,942 324,609 752,815 297,654 390,327 -- 223,227 118,678 26,305 8,333 52,706 16,013 1,192 -- 135,653 55,365 25,526 7,279 34,731 10,978 1,774 -- 5,815,006 2,481,256 1,311,343 1,263,518 420,442 150,912 181,199 6,336 232,500 115,760 52,669 14,480 24,786 6,935 17,240 630 242,353 122,335 54,293 17,031 24,165 6,659 17,240 630 5,303,365 3,199,018 338,942 324,609 752,815 297,654 390,327 -- 223,270 118,721 26,305 8,333 52,706 16,013 1,192 -- 135,696 55,408 25,526 7,279 34,731 10,978 1,774 -- Forward contracts Assets Up to 30 days 31 to 60 days 61 a 90 dias 91 a 180 dias 181 to 360 days 1 to 5 years 5 to 10 years Liabilities Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days 1 to 5 years 5 to 10 years 3,204,057 1,680,932 430,802 327,308 476,624 204,476 83,915 -- (263,121) (140,799) (44,752) (25,775) (23,223) (6,160) (22,412) -- (268,364) (144,015) (46,012) (26,390) (23,118) (6,417) (22,412) -- 5,208,535 2,021,909 523,951 120,420 503,056 602,041 1,363,730 73,428 (114,374) (54,457) (1,823) 273 (24,976) (31,976) (1,361) (54) (90,325) (52,644) (4,432) (708) (6,698) (24,430) (1,359) (54) 3,188,071 1,676,629 430,802 327,308 476,624 192,793 83,915 -- (262,884) (140,781) (44,752) (25,775) (23,223) (5,941) (22,412) -- (268,145) (143,991) (46,012) (26,390) (23,118) (6,222) (22,412) -- 5,148,340 1,961,773 523,951 120,420 503,056 602,041 1,363,671 73,428 (112,681) (53,673) (1,823) 273 (24,976) (31,076) (1,352) (54) (88,877) (52,203) (4,432) (708) (6,698) (23,430) (1,352) (54) Breakdown of margin given as guarantee for transactions with derivative financial instruments Federal Government securities 03.31.2009 03.31.2008 850,860 -850,860 897,331 653 897,984 Financial Treasury Bills (LFT) TDA Securities Total Portfolio of derivatives designated as hedge of market risk The Bank, seeking protection against possible oscillations in interest and exchange rates on securities issued in the international capitals market, totaling R$ 350 million, contracted derivative operations in the forma of currency and interest rate swaps (Cross Currency Interest Rate Swap), with the same volume, term and rates. The hedge was assessed as effective at March 31, 2009, in accordance with the provisions of Central Bank Circular 3082 dated January 30, 2002, which require evidence of hedge effectiveness between 80% and 125%. The breakdown of the portfolio is as follows: By index BB- Domestic and Foreign branches By index 03.31.2009 Counterparty Notional amount BB-Consolidated 03.31.2008 Notional amount Cost 03.31.2009 Market Value Notional amount Cost 03.31.2008 Cost Market Value Market Value Notional amount Cost Market Value 350,000 (84,838) (92,164) 350,000 35,365 (43,360) 350,000 (84,838) (92,164) 350,000 35,365 (43,360) 350,000 (84,838) (92,164) 350,000 35,365 (43,360) 350,000 (84,838) (92,164) 350,000 35,365 (43,360) Over-the-counter trading Swap contracts Liability position Foreign currency and interest IF Counterpart: (IF) Financial Institution. By maturity BB- Domestic and Foreign branches By maturity 03.31.2009 Notional amount Cost BB-Consolidated 03.31.2008 Market Value Notional amount 03.31.2009 Cost Market Value Notional amount 03.31.2008 Cost Market Value Notional amount Cost Market Value Swap contracts Liabilities 5 to 10 years 350,000 (84,838) (92,164) 350,000 35,365 (43,360) 350,000 (84,838) (92,164) 350,000 35,365 (43,360) 350,000 (84,838) (92,164) 350,000 35,365 (43,360) 350,000 (84,838) (92,164) 350,000 35,365 (43,360) Derivative financial instruments divided into current and long-term BB-Domestic and foreign branches 03.31.2009 BB-Consolidated 03.31.2008 Current 03.31.2009 Current Non Current Non Current Current Non Current ASSETS Fixed-term options Options market Swap contracts Forward contracts Credit swaps Total 333,950 1,006 632,949 225,585 -1,193,490 96,441 -112,012 17,870 -226,323 39,354 621 533,074 133,879 19 706,947 3,954 -186,663 1,774 -192,391 333,950 1,524 632,190 224,483 -1,192,147 LIABILITIES Fixed-term options Options market Swap contracts Forward contracts Credit swaps Hedge Derivatives Others Total (48,694) (1,545,588) (834,211) (245,952) ---(2,674,445) (1,975) (8,280) (366,428) (22,412) -(92,164) -(491,259) (284,205) (763,440) (470,954) (87,912) (38) --(1,606,549) (43,052) (14,663) (166,338) (1,413) -(43,360) (671) (269,497) (48,694) (1,546,107) (831,893) (245,733) ---(2,672,427) 96,441 -110,222 17,870 -224,533 03.31.2008 Current Non Current 39,354 933 533,044 133,922 19 707,272 3,954 -186,218 1,774 -191,946 (1,975) (284,205) (8,280) (763,752) (366,428) (470,940) (22,412) (87,471) -(38) (92,164) ---(491,259) (1,606,406) (43,052) (14,663) (166,176) (1,406) -(43,360) (671) (269,328) c) Result of the Derivatives BB-Domestic and foreign branches 1Q2009 379,958 (901) (399,265) (37,683) -(2,062) (59,953) Swap Term Future Options Derivatives Others Total BB-Consolidated 1Q2008 (323,354) (16) 46,153 (22,963) 8 (148,822) (448,994) 1Q2009 379,646 (901) (399,265) (37,683) -(3,323) (61,526) 1Q2008 (322,734) (16) 46,153 (22,963) 8 (148,606) (448,158) d) Result of the Mark-to-Market of Securities and recorded directly in statement of income accounts BB-Domestic and foreign branches 1Q2009 162,467 (30,661) 1,966 (32,627) 131,806 Securities Derivatives Negotiation Hedge – Market risk Total BB-Consolidated 1Q2008 (1,098) 8,941 (870) 9,811 7,843 1Q2009 209,808 (31,065) 1,562 (32,627) 178,743 1Q2008 4,594 9,476 (335) 9,811 14,070 e) Assets Valuation Adjustment – Securities and Derivatives recognized in the Stockholders’ equity 2009 2008 12.31.2008 Net Movement 03.31.2009 Balance in period Balance 12.31.2007 Net Movement 03.31.2008 Balance in period Balance Securities available for sale Bank Affiliates and subsidiaries Tax effects Total (49,855) 217,465 31,119 198,729 99,581 (132,185) (42,153) (74,756) 49,726 85,280 (11,034) 123,973 f) Reclassifying of Securities In the first quarter of 2009 no reclassifications of securities were performed. 39,099 399,395 (88,692) 349,802 (111,180) (274,590) 121,327 (264,443) (72,081) 124,805 32,635 85,359 9 - Loan operations a) Details of the Loan Portfolio and Loan Operations Classified as "Other Receivables" BB - Domestic and Foreign branches Loan operations Loans and bills discounted Financing Rural and agribusiness financing Real estate financing Financing of securities Financing of Infrastructure and development (Allowance for loan losses) Other receivables with loan characteristics Guarantees honored Advances on foreign exchange contracts Credit card operations Sundry (Provision for other losses) Lease operations Lease operations (Allowance for lease losses) Total 03.31.2009 191,597,915 87,447,524 54,249,844 63,499,543 256,061 --(13,855,057) 17,410,194 80,995 11,844,853 5,681,777 416,346 (613,777) 37,906 37,906 -209,046,015 03.31.2008 148,803,117 60,952,398 43,495,320 54,558,170 387 525 -(10,203,683) 11,205,294 55,249 6,609,471 4,389,006 498,609 (347,041) 65,410 65,410 -160,073,821 BB-Consolidated 03.31.2009 205,375,913 99,836,884 55,277,480 64,295,014 1,035,614 -5,720 (15,074,799) 17,489,304 80,995 11,939,271 5,681,777 436,006 (648,745) 3,231,829 3,337,374 (105,545) 226,097,046 03.31.2008 149,507,406 61,101,019 44,169,976 54,558,170 387 --(10,322,146) 11,205,309 55,249 6,609,471 4,389,006 498,653 (347,070) 1,353,163 1,377,891 (24,728) 162,065,878 b) Loan and lease operations income BB - Domestic and Foreign branches Loan Operations Income Loans and bills discounted Financing Rural and agribusiness financing Advances on foreign exchange contracts Guarantees honored Other Lease Operations Income Total 1Q2009 8,384,529 5,047,874 1,585,806 1,110,474 91,840 3,257 545,278 13,958 8,398,487 1Q2008 6,973,722 4,124,801 1,209,591 1,006,618 127,139 4,509 501,064 15,444 6,989,166 BB-Consolidated 1Q2009 8,501,855 5,149,581 1,586,531 1,110,473 91,840 3,257 560,173 478,386 8,980,241 1Q2008 7,000,550 4,129,370 1,216,081 1,006,618 137,361 4,509 506,611 194,420 7,194,970 c) Details of the Loan Portfolio by Sector, Including Operations with Loan Characteristics Classified as "Other Receivables" BB- Domestic and Foreign branches PUBLIC SECTOR Domestic Government Direct administration Indirect administration Business entities Industry Commerce Financial services Other services Abroad Government Direct administration Business entities BB Group Industry Commerce Financial services PRIVATE SECTOR Domestic Rural Industry Commerce Financial services Private Individuals Housing Other services Abroad Industry Commerce Financial services Other companies Private Individuals Other services Total BB-Consolidated 03.31.2009 % 03.31.2008 % 03.31.2009 % 03.31.2008 % 3,721,848 952,108 757,928 698,248 1.7 0.4 0.3 0.3 2,662,461 733,467 526,173 450,014 1.6 0.4 0.3 0.3 3,805,734 959,519 765,338 704,809 1.6 0.5 0.4 0.4 2,674,137 733,466 526,173 450,014 1.6 0.4 0.3 0.3 59,680 -- 76,159 0.1 60,529 -- 76,159 -- 194,180 128,965 406 60,219 4,590 2,769,740 1,981,959 1,981,959 787,781 9,518 635,914 8,317 134,032 219,793,001 209,203,558 51,707,466 61,761,067 24,304,081 2,228 42,728,236 62,034 0.1 0.1 ---1.3 0.9 0.9 0.4 -0.3 -0.1 98.3 93.5 23.1 27.6 10.8 -19.1 -- 207,294 133,492 -64,960 8,842 1,928,994 1,740,451 1,740,451 188,543 -108,621 3,319 76,603 167,962,084 160,303,779 43,041,602 48,502,852 17,721,457 148 31,513,837 -- 0.1 0.1 ---1.2 1.1 1.1 0.1 -0.1 --98.4 94.0 25.2 28.4 10.4 -18.5 -- 194,181 128,965 406 60,219 4,591 2,846,215 1,992,753 1,992,753 853,462 -744,771 8,317 100,374 238,120,401 226,241,014 52,502,937 63,131,965 25,785,763 2,228 53,656,990 833,076 0.1 207,293 0.1 133,492 ---64,960 -8,841 1.1 1,940,671 0.8 1,750,097 0.8 1,750,097 0.3 190,574 --0.3 110,652 -3,319 -76,603 98.4 170,085,685 93.5 161,527,851 21.7 43,041,602 26.1 48,957,908 10.6 17,798,034 -148 22.2 31,954,766 0.3 -- 0.1 0.1 ---1.1 1.0 1.0 0.1 ----98.4 93.5 24.9 28.3 10.3 -18.5 -- 28,638,446 10,589,443 12.9 4.8 19,523,883 7,658,305 11.4 4.5 30,328,055 11,879,387 12.6 4.9 19,775,393 8,557,834 11.5 4.9 8,249,869 672,901 3.7 0.3 633,350 6,437,930 0.4 3.8 9,043,468 882,917 3.7 0.4 663,462 7,140,340 0.4 4.1 729,850 367,058 0.3 0.2 332,100 88,108 0.2 0.1 744,861 587,336 0.3 0.2 341,647 106,774 0.2 0.1 5,097 564,668 -0.3 6,648 160,169 -0.1 6,558 614,247 -0.3 6,775 298,836 -0.2 223,514,849 100.0 170,624,545 100.0 241,926,135 100.0 172,759,822 100.0 d) Loan portfolio by risk level and maturity, including operations with loan characteristics classified as "Other receivables" BB- Domestic and Foreign branches Abnormal operations AA 03.31.2009 03.31.2008 Total portfolio 1,029,514 A B C D E F G H Total portfolio Installments falling due 01 to 30 -- -- 230,648 160,602 141,069 76,757 59,218 55,108 219,308 942,710 31 to 60 -- -- 32,941 40,454 31,639 21,476 16,237 18,034 65,780 226,561 212,908 61 to 90 -- -- 20,095 25,781 23,203 20,567 11,712 12,523 60,546 174,427 183,308 592,330 91 to 180 -- -- 46,703 77,364 79,916 62,483 41,271 44,170 206,928 558,835 181 to 360 -- -- 76,914 137,533 142,647 108,240 70,836 87,157 287,179 910,506 942,448 Over 360 -- -- 190,934 195,997 259,081 252,401 116,345 130,915 772,070 1,917,743 2,284,360 01 to 14 -- -- 33,539 60,807 30,540 12,144 5,385 7,035 23,331 172,781 72,828 15 to 30 -- -- 244,942 374,471 150,251 52,913 23,515 30,497 100,460 977,049 299,147 31 to 60 -- -- 37,009 297,354 231,847 81,518 42,008 42,433 156,154 888,323 425,565 61 to 90 -- -- 217 23,157 242,789 145,353 54,828 48,730 128,048 643,122 235,852 91 to 180 -- -- 147 10,266 41,330 217,710 295,267 333,759 641,794 1,540,273 688,453 181 to 360 -- -- 3 49 34 28,050 18,025 16,263 1,635,741 1,698,165 580,873 Over 360 -- -- -- -- -- 4 4 231,622 231,632 31,257 Subtotal -- -- 914,092 1,403,835 1,374,346 1,079,616 754,651 826,626 4,528,961 10,882,127 7,578,843 03.31.2009 03.31.2008 Installments overdue 2 Normal operations AA A B C Total portfolio Total portfolio D E F G H 01 to 30 6,557,494 11,507,092 14,236,802 11,091,220 1,960,438 320,921 125,549 80,485 451,286 46,331,287 18,527,183 31 to 60 3,866,908 5,516,075 2,686,933 694,203 208,590 35,862 16,565 7,048 31,742 13,063,926 10,478,668 61 to 90 3,634,438 4,347,757 2,313,390 739,445 219,805 61,112 12,848 9,730 49,138 11,387,663 8,260,828 91 to 180 7,254,758 8,077,157 8,016,876 2,356,164 614,575 140,773 85,004 24,021 115,646 26,684,974 22,613,975 181 to 360 11,346,180 12,934,691 9,786,069 1,945,987 581,749 117,185 33,868 29,069 132,847 36,907,645 29,670,003 Over 360 25,537,162 18,364,962 17,284,866 4,510,795 2,900,539 1,108,897 331,769 588,937 2,466,727 73,094,654 69,185,855 Installments falling due Installments overdue Up to 14 days 58,694 116,753 392,936 315,443 102,516 19,165 19,108 14,423 42,871 1,081,909 339,695 4,080,664 -- -- -- -- -- -- -- -- 4,080,664 3,969,495 Subtotal 62,336,298 60,864,487 54,717,872 21,653,257 6,588,212 1,803,915 624,711 753,713 3,290,257 212,632,722 163,045,702 Total 62,336,298 60,864,487 55,631,964 23,057,092 7,962,558 2,883,531 1,379,362 1,580,339 7,819,218 223,514,849 170,624,545 Others (1) BB-Consolidated Abnormal operations 03.31.2009 AA A B C D E F G H 03.31.2008 Total portfolio Total portfolio Installments falling due 01 to 30 -- -- 233,817 167,854 151,622 80,917 63,683 57,887 229,423 985,203 31 to 60 -- -- 35,348 45,009 38,060 24,244 19,080 20,010 72,592 254,343 1,032,020 214,525 61 to 90 -- -- 22,272 29,923 29,306 23,269 14,415 14,345 67,206 200,736 184,628 91 to 180 -- -- 53,170 89,208 96,778 69,725 48,812 48,914 223,549 630,156 595,219 181 to 360 -- -- 89,413 157,163 171,428 119,542 82,452 95,226 315,563 1,030,787 946,142 Over 360 -- -- 251,877 247,390 335,421 281,401 143,372 148,914 829,203 2,237,578 2,290,720 Installments overdue 01 to 14 -- -- 33,675 61,093 31,441 12,463 5,541 7,195 23,788 175,196 73,530 15 to 30 -- 26 330,097 407,690 167,919 58,247 26,679 33,295 105,730 1,129,683 300,851 31 to 60 -- -- 37,713 354,366 251,911 88,899 48,361 47,193 166,237 994,680 427,496 61 to 90 -- -- 217 23,814 279,433 156,357 65,329 53,561 142,646 721,357 237,421 91 to 180 -- -- 147 10,577 42,954 258,532 338,947 374,981 704,610 1,730,748 691,748 17,379 1,825,621 181 to 360 -- -- 4 50 35 28,804 19,129 Over 360 -- -- -- -- -- 4 4 Subtotal -- 26 1,087,750 1,594,137 1,596,308 1,202,404 875,804 1,891,022 583,936 238,771 238,781 31,272 918,902 4,944,939 12,220,270 7,609,508 2 Normal operations 03.31.2009 AA A B C D E F G H 03.31.2008 Total portfolio Total portfolio Installments falling due 01 to 30 6,811,868 11,316,238 15,199,113 11,315,068 2,063,294 332,394 131,127 87,344 472,313 47,728,759 18,595,285 31 to 60 4,011,291 5,525,103 3,026,114 780,022 268,158 45,808 20,106 10,077 33,000 13,719,679 10,538,757 61 to 90 3,792,904 4,594,529 2,595,098 810,466 262,890 64,840 16,233 11,739 50,552 12,199,251 8,317,267 91 to 180 7,712,336 8,777,994 8,805,920 2,554,648 717,518 149,876 90,548 27,602 129,947 28,966,389 22,786,212 181 to 360 11,643,896 13,222,079 10,938,906 2,202,069 711,921 128,710 41,719 31,762 138,850 39,059,912 29,941,462 Over 360 26,639,087 21,809,786 21,267,846 5,065,695 3,245,847 1,157,631 350,581 595,906 2,602,362 82,734,741 70,661,047 Installments overdue Up to 14 days Other (¹) 64,716 152,026 443,901 335,453 114,426 22,249 21,147 17,076 45,476 1,216,470 340,789 4,080,664 -- -- -- -- -- -- -- -- 4,080,664 3,969,495 671,461 Subtotal 64,756,762 65,397,755 62,276,898 23,063,421 7,384,054 1,901,508 781,506 3,472,500 229,705,865 165,150,314 Total 64,756,762 65,397,781 63,364,648 24,657,558 8,980,362 3,103,912 1,547,265 1,700,408 8,417,439 241,926,135 172,759,822 (1) Operations with third party risk tied to Government Funds and Programs, mainly Pronaf, Procera, FAT, BNDES and FCO. Including the amount of overdue installments in the total amount of R$ 581 million, which comply with rules defined in each program for reimbursement with the managers, not implying credit risk for the Bank. e) Allowance for loan losses by risk level, including operations with loan characteristics classified as "Other receivables" BB-Domestic and foreign branches 03.31.2009 Level of Risk AA A B C D E F G H Subtotal % Provision 0 0,5 1 3 10 30 50 70 100 Additional allowance foreign Value of Operations 62,336,298 60,864,487 55,631,964 23,057,092 7,962,558 2,883,531 1,379,362 1,580,339 7,819,218 223,514,849 (3) Additional allowance domestic 03.31.2008 Additonal (2) Provision -279,680 726 64,862 211,206 591,573 281,014 210,968 -1,640,029 Total Provision -584,001 557,046 756,575 1,007,462 1,456,632 970,695 1,317,205 7,819,218 14,468,834 Value of Operations 46,931,327 33,687,850 51,973,918 21,474,033 6,802,546 2,083,480 930,471 1,246,928 5,493,992 170,624,545 Value of Provision -168.439 519.739 644.222 680.255 625.044 465.235 872.850 5.493.992 9.469.776 -- -- -- -- -- 17,014 -- -- -- -- -- 1,063,934 223.514.849 12,828,805 1,640,029 14,468,834 170,624,545 10,550,724 Value of (1) Provision -326,988 633,645 739,727 898,036 931,174 773,633 1,190,286 8,417,439 13,910,928 Additonal (2) Provision -286,094 33,758 138,030 274,898 658,950 296,329 225,081 5,021 1,918,161 Total Provision -613,082 667,403 877,757 1,172,934 1,590,124 1,069,962 1,415,367 8,422,460 15,829,089 Value of Operations 47,366,029 34,422,275 52,672,839 21,577,971 6,842,507 2,091,117 932,811 1,248,974 5,605,299 172,759,822 Value of Provision -172,111 526,728 647,339 684,251 627,335 466,406 874,282 5,605,299 9,603,751 -- -- -- -- 26,259 (4) Total Value of (1) Provision -304,321 556,320 691,713 796,256 865,059 689,681 1,106,237 7,819,218 12,828,805 BB-Consolidate 03.31.2009 Level of Risk AA A B C D E F G H Subtotal % Provision 0 0,5 1 3 10 30 50 70 100 Additional allowance foreign Value of Operations 64,756,762 65,397,781 63,364,648 24,657,558 8,980,362 3,103,912 1,547,265 1,700,408 8,417,439 241,926,135 -- 03.31.2008 -----1,063,934 Total 241,926,135 13,910,928 1,918,161 15,829,089 172,759,822 10,693,944 (1) Refers to the additional provision to the minimum required by Resolution CMN no. 2682/99, made from the experience of the administration and implementation of test stress and the credit portfolio to determinate the provision as necessary to cover the credit risks. During the 2009 first quarter the amount of R$233,858 thousand from additional provision were utilized. Additional allowance domestic f) Transactions with the allowance for loan losses, leasing and other doubtful credits, with the nature of credits granted BB-Domestic and foreign branches 1Q2009 1Q2008 Opening balance 13,615,815 10,167,308 Provision/(reversal) 2,459,139 1,528,959 Exchange variation on allowances - foreign (4,058) (26) Loans written off (1,602,062) (1,145,517) Added Values(1) -Closing balance 14,468,834 10,550,724 (1) Amount referring to acquisition of Bank Nossa Caixa on 03.16.2009. BB-Consolidated 1Q2009 1Q2008 13,829,059 10,313,368 2,491,318 1,534,450 (3,004) (673) (1,606,151) (1,153,200) 1,117,867 -15,829,089 10,693,945 g) Transactions with the provision for other doubtful credits, without the nature of credits granted BB-Domestic and foreign branches 1Q2009 Opening balance Provision/(reversal) Exchange variation on allowances - foreign Reclassification Added Values (1) Closing balance (1) Amount referring to acquisition of Bank Nossa Caixa on 03.16.2009. 769,197 162,129 (322) 2,850 933,854 1Q2008 574,172 68,735 288 990 -644,185 BB-Consolidated 1Q2009 1Q2008 797,869 162,204 (322) 4,389 62,831 1,026,971 585,295 67,704 289 13,775 -667,063 h) Leasing portfolio by maturity BB-Consolidated Up 1 year 1 to 5 Years Over 5 years Total Present Value 03.31.2009 03.31.2008 1,402,015 1,923,915 26,046 3,351,976 680,742 686,816 12,559 1,380,117 i) Supplementary information BB-Domestic and foreign branches 1Q2009 Renegotiated loans Recoveries of loans written off (1) 4,342,997 354,154 1Q2008 3,483,475 419,632 BB-Consolidated 1Q2009 4,357,235 356,636 1Q2008 3,484,088 422,272 (1) Recorded in income in Revenue from Loans, pursuant to CMN Resolution 2836, of May/2001. Of this total, in the first quarter of 2009, R$ 17,234 thousand (book value - R$ 5,854 thousand) refer to loans to individuals and corporate entities. In the first quarter 2008, these amounts reached R$ 24,672 thousand (book value - R$ 13,951 thousand). 10 - Other Receivables a) Specific credits These are credits from the Federal Treasury of R$ 867,679 thousand (R$ 776,236 thousand on March 31, 2008) for the - extension of terms of rural financing - as determined by Law 9138/1995. b) Sundry BB - Domestic and Foreign branches (5) Advances to FGC Salary and other advances (2) Tax credits Sundry debtors from sale of assets and rights (1) Sundry debtors from security deposits Income tax and social contribution on net income to offset Sundry debtors - foreign (3) Sundry debtors - domestic (4) Accounts receivable - credit card operations Accounts receivable - Federal Treasury Accounts receivable - other Other Total Current Assets Non Current Assets 03.31.2009 1,008,982 175,839 18,239,535 276,678 17,459,222 2,935,339 39,325 11,572,941 5,900,399 402,119 2,113,767 BB-Consolidated 380,354 60,504,500 03.31.2008 -176,672 13,756,525 338,393 15,655,744 2,000,844 22,229 6,076,650 4,545,026 329,751 982,961 425,656 44,310,451 03.31.2009 1,138,698 189,157 20,413,120 285,078 20,024,132 3,208,165 43,354 11,593,127 5,900,399 402,119 3,008,334 388,409 66,594,092 03.31.2008 -178,878 14,051,438 338,393 16,393,562 2,208,249 20,151 6,032,033 4,545,026 329,750 1,325,986 321,776 45,745,242 18,762,689 41,741,811 12,805,809 31,504,642 20,425,309 46,168,783 13,256,375 32,488,867 (1) Include the amount of R$ 11,237,599 thousand (R$ 9,608,927 thousand on 03.31.2008) related to judicial deposits regarding the full offset of prior year income tax and social contribution on net income losses against taxable income. (2) Includes the total of tax credits from income tax and social contribution, Nota 23,a. (3) Includes the sum of R$ 7,793,671 thousand with regard to "CVM Actuarial Assets no, 371" (R$ 2,179,937 thousand at March 31, 2008), as shown in Note 26 f. (4) Includes the yet to mature credit card installments payable to storekeepers, in the amount of R$ 2,413,139 thousand (R$ 1,921,113 thousand at March 31, 2008). (5) It corresponds to the anticipation granted to the Credit Guarantor Fund, according to Bacen Circular no, 3,416/2008. 11 - Foreign exchange portfolio a) Breakdown BB- Domestic and Foreign branches 03.31.2009 BB-Consolidated 03.31.2008 03.31.2009 03.31.2008 Assets Other Receivables Forward foreign exchange purchases pending settlement Bills of exchange and time drafts in foreign currency Receivables from sales of foreign exchange (Advances in national currency) Foreign currency receivables Income receivable on advances granted Income receivable on financed imports 18,912,278 15,649,959 100,116 11,230,869 (8,371,055) 7,008 295,327 54 12,608,056 9,204,024 85,730 7,804,935 (4,618,130) 5,983 125,191 323 19,040,607 15,773,955 100,116 11,259,772 (8,399,762) 7,008 299,464 54 12,608,056 9,204,024 85,730 7,804,935 (4,618,130) 5,983 125,191 323 Current Assets Non-current Assets 18,912,278 -- 12,608,056 -- 19,040,607 -- 12,608,056 -- 15,260,866 12,430,050 -(4,445) 14,250,464 (11,433,893) 14,176 4,487 -27 10,860,025 7,883,676 -(30,117) 9,347,542 (6,356,534) 11,707 3,714 -37 15,380,206 12,459,453 -(4,445) 14,345,548 (11,528,311) 103,443 4,487 4 27 10,938,868 7,883,676 -(30,117) 9,347,542 (6,356,534) 90,550 3,714 -37 15,260,866 10,860,025 15,380,206 10,938,868 -- -- -- -- 3,651,413 1,748,031 3,660,400 1,669,188 757,286 160,291 505,667 244,452 786,248 161,693 506,650 248,511 Liabilities Other liabilities Forward foreign exchange sales pending settlement Advances on foreing currency Financed import - contracted exchange Foreign exchange purchase liabilities (Advances on foreign exchange contracts) Foreign currency payables Unearned income on advances granted Obligations for sales - floating Charges payable on advances received Current Liabilities Non-current Liabilities Foreign exchange portfolio, net Memorandum accounts Credits limit for import Confirmed export credit b) Foreign exchange income BB - Domestic and Foreign branches Foreign exchange income Foreign exchange expenses Foreign Exchange result 1Q2009 2,007,151 (2,125,437) (118,286) 1Q2008 1,730,685 (1,609,547) 121,138 BB-Consolidated 1Q2009 2,011,347 (2,127,148) (115,801) 1Q2008 1,740,410 (1,618,062) 122,348 12 - Other Assets a) Non-operating assets/Others BB - Domestic and Foreign branches Buildings Vehicles Machinery and Equipment Assets in special regime Supply materials Property Others (Provision for devaluations) Total Current Assets Non Current Assets BB-Consolidated 03.31.2009 03.31.2008 03.31.2009 03.31.2008 60,532 608 61,684 479 63,258 23,326 61,291 18,765 11,640 11,807 13,214 13,832 170,263 24,961 472 158,518 17,993 -- 179,849 55,841 16,960 158,604 45,339 -- 3,343 2,370 3,484 2,443 (149,319) 122,500 (148,873) 103,978 (182,965) 172,967 (164,279) 135,995 122,500 -- 103,978 -- 168,569 4,398 135,995 -- b) Prepaid Expense BB - Domestic and Foreign branches Contracts in the provision of banking services (2) Personal Expense (3) Commissions for credit intermediation (4) Others Total Current Assets Non Current Assets (1) BB-Consolidated 03.31.2009 03.31.2008 03.31.2009 03.31.2008 501,879 54,931 33,335 318,554 908,699 145,290 13,415 32,027 192,009 382,741 501,879 54,931 33,335 879,074 1,469,219 145,290 13,415 32,027 401,912 592,644 625,337 283,362 382,741 -- 874,116 595,103 476,792 115,852 (1) The figures relating to the allocation of business relationships, from the year 2008, began to be recorded in intangible assets (Note 14). In 03.31.2009 represented R$ 3,293,560 thousand (note 2.c). (2) Basically include the benefits of the Program on Food - officials. (3) Commissions paid to retailers - financing of vehicles. (4) Includes in the BB-Consolidated of 03.31.2009 the amount of R$235,474 thousand from the Banco Nossa Caixa S.A. and R$ 274,735 thousand from the services provided by related non-financial companies. 13 -Property and equipment and leased assets BB- Domestic and Foreign branches Annual Residual depreciation rate Cost (by group) 12.31.2008 Property and equipment Furniture and equipment in stock Constructions in progress Land Buildings Facilities Furniture and equipment in use Communication systems Data processing systems Security systems Transportation systems Leased assets ---4% 10% 10% 10% 20 a 50% 10% 20% Total Movements 03.31.2009 Depreciation Balance Final 3,178,471 52,053 151,169 167,284 1,051,725 171,745 393,630 90,354 1,007,486 92,752 273 45,603 98,402 (28,072) (14,648) (6,149) 86,835 3,146 10,772 3,038 43,165 401 (86) (11,137) (109,078) ---(18,302) (7,825) (11,918) (1,785) (65,153) (4,147) 52 3,439 3,167,795 23,981 136,521 161,135 1,120,258 167,066 392,484 91,607 985,498 89,006 239 37,906 3,224,074 87,265 (105,639) 3,205,701 BB-Consolidated Annual Residual depreciation rate Cost (by group) 12.31.2008 Property and equipment Furniture and equipment in stock Constructions in progress Land Buildings Facilities Furniture and equipment in use Communication systems Data processing systems Security systems Transportation systems Leased assets Total ---4% 10% 10% 10% 20 a 50% 10% 20% 03.31.2009 Movements Depreciation Final Balance 3,338,941 52,053 152,786 171,172 1,095,371 176,664 459,494 91,507 1,045,740 92,751 1,403 3,869 715,923 (27,405) (3,543) 69,479 238,346 14,008 65,622 12,603 325,080 20,565 1,168 420,569 (467,286) ---(136,425) (13,028) (39,721) (7,506) (256,676) (12,940) (990) (421,198) 3,587,578 24,648 149,243 240,651 1,197,292 177,644 485,395 96,604 1,114,144 100,376 1,581 3,240 3,342,810 1,136,492 (888,484) 3,590,818 The ratio of formation of fixed assets in relation to the equity of reference is 18.85% (15.04% at March 31, 2008) for the Financial Consolidation, and 16.20% for the Economic and Financial Consolidation, in conformity with CMN Resolution 2669/1999. The difference between the Fixed Asset Ratio of the Financial Group and of the Economic/Financial consolidate figures results from the inclusion of non-financial subsidiaries/associated companies that have high liquidity and low fixed asset level, with consequent reduction of the fixed asset ratio of the Economic/Financial consolidate figures. 14 – Intangible Assets The book value of intangible assets with defined useful life subject to the amortization refers to amounts disbursed for acquisition of rights for rendering of banking services (acquisition of payrolls), in the amount of R$ 6,337,915 thousand and acquisition and development of software, in the amount of R$ 162,368 thousand. The book value of intangible assets with undefined useful life refers to goodwill in the acquisition of Investments, in the amount of R$ 4,097,654 thousand. Said assets are not subject to amortization, as there is no limit predictable for the period during which they should generate expectation of future profitability. a) Movement of Intangible Assets by Class R$ thousand BB-Domestic and Foreign branches Rights due to payroll acquisition Rate of (1) Amortization Balance at 12.31.2008 Contract Amounts Added Acquisitions Allocations of the Period Balance at 03.31.2009 3,815,668 3,972,399 -- 97,338 (254,069) 20% 121,998 -- 11,463 (5,280) 128,181 Accumulated amortization -- (2,202) -- -- (259,349) (261,551) Permanent loss -- (51,550) -- -- (2,207) (53,757) Goodwill in the acquisition of Investments (2) -- -- -- 3,540,051 -- 3,540,051 4,040,645 -- 3,648,852 (261,556) 7,427,941 Acquisition/development of software Total R$ thousand BB-Consolidated Rights due to payroll acquisition Rate of Amortization (1) Balance at 12.31.2008 Amounts Added Acquisitions Allocations of the Period Balance at 03.31.2009 Contract 6,083,846 3,972,399 2,268,178 97,338 (254,069) 20% 121,998 15,518 24,852 (5,280) 157,088 Accumulated amortization -- (2,202) (892,088) -- (259,349) (1,153,639) Permanent loss -- (51,550) -- -- (2,207) (53,757) Goodwill in the acquisition of Investments (2) (3) -- 557,603 -- 3,540,051 -- 4,097,654 4,598,248 1,391,608 3,662,241 (261,556) 9,390,541 Acquisition/development of software Total (1) The amortization of intangible assets is generally performed on a straight line basis over an estimated period of economic benefit and recorded as other administrative expenses and other operating expenses. (2) Refers to goodwill in the acquisition of 76,262,912 common shares of Banco Nossa Caixa, in the amount of R$ 3,540,051 thousand. (3) Basically refers to goodwill in the acquisition of 219,257 common shares of Cia de Seguros Aliança do Brasil, in the amount of R$ 557,221 thousand. b) Composition of the book value of intangible assets with defined useful life R$ thousand 03.31.2009 (1) Cost Accumulated amortization Accumulated permanent loss Book value 6,500,283 (1,153,639) (53,757) 5,292,887 (1) In the 1st quarter/2008, the amount relating to the payroll acquisition was recorded in Other Assets - Prepaid Expenses, in the amount of R$ 3,293,560 thousand. In the 1st quarter/2009, it was recorded an impairment loss in Intangible Assets - Rights due to payroll acquisition, in the amount of R$ 2,207 thousand. c) Estimate of Amortization of Intangible Assets with Defined Useful Life R$ thousand For the year ending: Amounts to be amortized 2009 2010 2011 2012 2013 2014 Total 1,402,730 1,492,756 1,279,814 962,539 153,340 1,708 5,292,887 15 – Deposits and Money Market Borrowing a) Deposits breakdown BB - Domestic and Foreign branches 03.31.2009 BB-Consolidated 03.31.2008 03.31.2009 03.31.2008 Demand deposits Corporate entities Individual Restricted Government In foreign currencies Related companies Special from Federal Treasury Financial institutions Domiciled abroad Others Savings deposits Individual Corporate entities Related companies Financial institutions Interbank deposits Time deposits (1) Time deposits in local currency Remunerated judicial deposits Special deposits relating to funds Funds and (Note 20c) programs Time deposits in foreign currency 43,177,478 15,937,151 15,961,209 6,755,507 2,622,850 583,359 291,549 549,759 271,634 19,708 184,752 59,012,517 54,487,038 4,202,218 316,890 6,371 14,715,821 157,235,355 105,454,724 44,136,876 15,270,035 15,379,225 7,492,905 2,526,558 2,032,695 617,410 437,227 262,703 29,762 88,356 48,112,255 44,924,412 2,800,921 381,840 5,082 7,654,276 91,182,607 42,824,965 47,276,397 17,085,981 18,107,118 6,822,291 3,340,814 587,215 292,721 549,759 286,175 19,571 184,752 70,566,833 65,778,433 4,429,108 351,656 7,636 8,406,038 178,487,442 109,723,213 44,142,145 15,289,762 15,386,629 7,493,586 2,526,558 2,032,694 617,410 437,227 240,477 29,446 88,356 48,112,255 44,924,412 2,800,921 381,840 5,082 6,247,132 90,938,930 42,581,287 35,781,811 30,699,196 52,750,778 30,699,197 15,370,265 17,657,339 15,384,896 17,657,339 628,555 1,107 628,555 1,107 Deposits for investments 263,566 274,404,737 310,459 191,396,473 265,661 305,002,371 310,459 189,750,921 Total Current Liabilities Non Current Liabilities 222,605,644 170,055,591 246,704,136 168,752,208 51,799,093 21,340,882 58,298,235 20,998,713 (1) Includes time deposits time with automatic renewal in the amount of R$ 112,045 thousand (R$ 132,936 thousand at March 31, 2008) on BB-consolidated. b) Deposits by chargeability BB-Domestic and Foreign Branches No expiration Deposits Savings deposits Interbank deposits Time deposits Investments deposits Total Up to 3 months 3 to 12 months 1 to 3 years 3 to 5 years Over 5 years 03.31.2009 03.31.2008 43,177,479 -- -- -- -- -- 43,177,479 44,136,876 59,012,517 -- -- -- -- -- 59,012,517 48,112,255 8,026 14,715,820 7,654,276 956 157,235,355 91,182,607 -- 9,508,293 3,851,900 805,502 542,099 51,338,744 11,941,583 23,284,648 18,135,407 52,534,017 263,566 -- -- -- -- 153,792,306 21,449,876 27,136,548 18,940,909 53,076,116 -- 263,566 310,459 8,982 274,404,737 191,396,473 Consolidated No expiration Deposits Savings deposits Interbank deposits Time deposits Investments deposits Total Up to 3 months 3 to 12 months 1 to 3 years 3 to 5 years Over 5 years 03.31.2009 03.31.2008 47,276,397 -- -- -- -- -- 47,276,397 44,142,145 70,566,833 -- -- -- -- -- 70,566,833 48,112,255 8,026 8,406,038 6,247,132 956 178,487,442 90,938,930 2,808 2,357,837 5,122,310 780,505 134,553 68,264,515 14,174,826 23,825,594 19,687,535 52,534,017 265,661 -- -- -- -- 186,376,214 16,532,662 28,947,904 20,468,039 52,668,570 -- 265,661 310,459 8,982 305,002,371 189,750,921 c) Expense with deposits BB- Domestic and Foreign branches BB-Consolidated 1Q2009 1Q2008 1Q2009 1Q2008 (1,227,221) (938,394) (1,227,321) (938,394) (259,180) (102,782) (256,823) (82,256) (2,523,359) (907,023) (2,516,454) Others (1) (977,539) (831,394) (1,000,710) Total (4,987,299) (2,779,593) (5,001,308) (1) Includes expenses of R$71,373 thousand of FGC and R$ 3,641 thousand of transactions abroad. (904,520) (848,226) (2,773,396) Savings deposits Interbank deposits Time deposits d) Funding the Open Market BB- Domestic and Foreign branches 03.31.2009 BB-Consolidated 03.31.2008 03.31.2009 Own portfolio Financial Treasury Bills Federal Treasury Bills Federal Treasury Notes Debentures Securities abroad Other Third-party portfolio Financial Treasury Bills Federal Treasury Bills Federal Treasury Notes Securities abroad Total 23,483,636 19,543,212 --404,018 1,514,196 2,022,210 75,319,175 60,636,837 -9,642,830 5,039,508 98,802,811 38,067,110 25,381,720 9,260,560 2,726,059 -698,771 -61,805,935 14,610,992 38,929,029 3,428,073 4,837,841 100,273,045 31,133,017 26,303,654 -888,940 404,018 1,514,196 2,022,210 75,319,175 60,636,837 -9,642,830 5,039,508 106,452,192 03.31.2008 37,545,168 25,183,970 8,936,367 2,726,059 -698,772 -61,771,094 14,610,992 38,894,189 3,428,073 4,837,840 99,716,262 Current Liabilities Non Current Liabilities 93,849,248 4,953,563 91,036,526 9,236,519 101,500,968 4,951,224 90,479,743 9,236,519 e) Expense with money market BB- Domestic and Foreign branches Own portfolio Third-party portfolio Subject to repurchase agreements within free movement Total BB-Consolidated 1Q2009 (532,508) 1Q2008 (755,385) 1Q2009 (517,014) 1Q/2008 (743,158) (2,235,035) (1,372,464) (2,235,035) (1,372,464) (7,539) (20,172) (7,539) (20,172) (2,775,082) (2,148,021) (2,759,588) (2,135,794) 16 – Borrowings a) Domestic Borrowings BB- Domestic and Foreign branches up to from 91 to 90 days 360 days Exports from 1 to from 3 to 3 years 5 years -- 4,607,460 -- from 5 to 15 years -- -- from 1 to from 3 to 3 years 5 years from 5 to 15 years Total Total 12.31.2008 12.31.2007 4,607,460 -- b) Foreign Borrowings BB- Domestic and Foreign branches up to from 91 to 90 days 360 days Borrowings from BB Group companies overseas Borrowings by BB branches overseas Onlend to the public sector Imports Bankers Exports Total 1,496,250 1,471,135 3,587,680 -- 806,898 1,735,388 13,903 -358,177 567,077 101,858 175,134 155,597 381,464 --33,045 11,649 -2,819,515 3,751,483 4,324,257 -556,543 108,403 --664,946 -- Total Total 12.31.2008 12.31.2007 6,555,065 2,148,283 -- 2,556,189 417,407 1,899,204 57,812 598,804 -381,464 -44,694 475,219 12,035,420 661,885 1,668,398 458,021 456,289 47,400 5,440,276 6,570,996 5,464,424 1,842,742 3,597,534 Current Liabilities Non Current Liabilities BB-Consolidated Borrowings by BB Group companies overseas Onlend to the public sector Imports Bankers Exports Total up to 90 days from 91 to 360 days 807,291 1,735,388 -83,918 381,464 13,116 1,285,789 358,177 122,837 -7,143 2,223,545 from 1 to from 3 to from 5 to Total Total 3 years 5 years 15 years 12.31.2008 12.31.2007 13,903 -- -- 2,556,582 662,078 567,077 556,543 79,773 61,822 ----660,753 618,365 417,407 35,922 --453,329 1,899,204 384,272 381,464 20,259 5,241,781 1,668,398 270,946 456,291 -3,057,713 3,502,455 1,739,326 1,509,252 1,548,461 Current Liabilities Non Current Liabilities b) Official Institutions PROGRAMS FINANCIAL CHARGES BB - Domestic and Foreign branches 03.31.2009 National Treasury - Rural credit Farming/livestock breeding Cocoa Pronaf Recoop Others BNDES Other Total Current Liabilities Non Current Liabilities 03.31.2009 03.31.2008 3,531,534 3,184,306 TR or 9% p.a. 40,794 40,025 40,794 40,025 66,096 45,818 66,096 45,818 3,254,979 2,899,025 3,254,979 2,899,025 198,083 1,355 168,309 1,356 198,083 1,355 10,719,800 9,198,324 10,752,523 9,198,324 -- 164,794 -- 6,750,919 5,175,380 3.75% p.a. to 11% p.a. or TJLP / var. camb. + 0.5% to p.a. to 9.69% p.a. 168,309 1,355 -3.75% p.a. to 11% p.a. or TJLP / var. camb. + 0.5% p.a. to 4.5% p.a. Other Official Institutions Funcafé 03.31.2008 3,531,533 3,184,306 TJLP + 0.6% p.a. or 6.35% p.a. TMS (Available) ou 0.5% p.a. a 5.5% p.a. (Allocated) 5.75% p.a. to 7.25% p.a. -- Obligations by lending - CEF Finame BB-Consolidated TR or TMS (Available) ou TJLP - 0,5 p.a. or 3% p.a. or 5% p.a. (Allocated) -- 6,826,217 5,194,177 944,696 673,319 944,893 673,495 944,308 663,920 944,308 663,920 388 9,399 21,946,948 18,231,32 9 13,556,920 10,331,44 8 8,390,028 7,899,881 585 9,575 22,219,961 18,250,302 13,765,373 10,339,640 8,454,588 7,910,662 17 - Funds Obtained in Foreign Capital Markets (in R$/US$ million) Issued value OPERATIONS Cupom Date of funding Maturity Balance at 03.31.2009 Balance at 03.31. 2008 Issue Reais currency (**) Issue Reais currency (*) DIRECT FUND RAISING Global Medium - Term Notes Program (1) Subordinated debt Perpetual Bonuses (2) (3) (4) Certificates of deposit (1) 9,75% p.a. jul/07 jul/17 R$ 317 317 R$ 301 301 US$ 300 8,5% p.a. sep/04 sep/14 US$ 300 694 US$ 299 523 US$ 500 7,95% p.a. jan/06 -- US$ 507 1,174 US$ 508 888 -- -- -- -- 525 US$ 23 R$ 350 (2) (3) (8) -- Total 2,710 39 1.751 FUND RAISING THROUGH SPECIAL-PURPOSE COMPANIES - SPC Securitization of the future flow of payment orders overseas (1) (5) (7) US$ 450 7,890% p.a. dec/01 dec/08 -- -- US$ 123 215 Securitization of the future flow of payment orders overseas (1) (5) (7) US$ 300 Libor 3m+0,60 p.a. jul/02 jun/09 US$ 14 33 US$ 72 125 Securitization of the future flow of payment orders overseas (1) (5) (7) US$ 40 7,890% p.a. sep/02 sep/09 US$ 4 9 US$ 11 20 Securitization of the future flow of payment orders overseas (1) (5) (7) US$ 120 7,26% p.a. mar/03 mar/10 US$ 28 64 US$ 53 93 Securitization of the future flow of payment orders overseas (1) (5) (7) US$ 250 6,55% p.a. dec/03 dec/13 US$ 182 422 US$ 214 374 Securitization of the future flow of payment orders overseas (1) (5) (7) US$ 250 Libor 3m+0,55% p.a. mar/08 mar/14 US$ 250 579 US$ 251 438 Securitization of the future flow of payment orders overseas (1) (5) (7) US$ 200 Libor 3m+1,2% p.a. sep/08 sep/15 US$ 199 462 -- -- Securitization of the future flow of payment orders overseas (1) (5) (7) US$ 150 5,25% p.a. apr/08 jun/18 US$ 150 348 -- -- 173 US$ 104 181 41 US$ 26 Securitization of the future flow of credit card invoice receivables (2) (6) (7) US$ 178 5,911% p.a. jul/03 jun/11 US$ 75 Securitization of the future flow of credit card invoice receivables (2) (6) (7) US$ 45 4,777% p.a. jul/03 jun/11 US$ 18 45 Total 2,131 1.491 TOTAL DAS CAPTAÇÕES 4,841 3.242 * Currency exchange rate: US$ 1.00 x R$ 1.7483 (03.31.2008) ** Currency exchange rate: US$ 1.00 x R$ 2.3144 (03.31.2009) (1) Recorded under Foreign marketable securities. (2) Funding recorded in Other Liabilities, with subordinated debt recorded in Liabilities from the Issue of Subordinated Debt; Perpetual Bonuses in Obligations due to Issuance of Hybrid Capital and Debt Instruments and the securitization of the future flow of receivables from credit cards in Contracts of Assumption of Liabilities. (3) The amount of US$ 288 million (R$ 665 million) of the subordinated debt and the sum of US$ 490 million (R$ 1,134 million) of the perpetual bonuses are included in the Referential Equity Amount (RE), level II, in conformity with CMN Resolution 3444/2007. (4) The operation can be redeemed at the Bank’s option from 2011 or at each subsequent quarterly payment of interest, providing it is authorized beforehand by BACEN. The terms of these Perpetual Bonuses allow the Bank to suspend quarterly payments of interest and/or accessory payments on the aforesaid securities issued (which will neither be due or accumulated) if: (i) the Bank determines that it is incapable or the payment of these charges does not allow the Bank to be in conformity with the capital adequacy levels required by BACEN or its financial indicators are below the minimum level required by the regulations applicable to Brazilian banks; (ii) BACEN or the Regulatory Authorities request the suspension of payments of the charges; (iii) an insolvency or bankruptcy event occurs; (iv) a default event occurs; or (v) the Bank decides to suspend these payments for any other reason. If the Bank decides to suspend the payment of interest and accessories due on the Perpetual Bonuses on account of item (v) above, the terms of the Perpetual Bonuses provide that, until such payments have been resumed for a period equivalent to 12 months, the Bank (a) cannot recommend to its stockholders and, as permitted by the applicable legislation, will act in order to avoid the statement, payment or distribution of dividends or interest on own capital on its common stock and (b) will suffer restrictions on its capacity to redeem or otherwise acquire its common stock. (5) The Special Purpose Company - SPC “Dollar Diversified Payment Rights Finance Company” was created with the following purposes: (a) issue and sell securities in the international market; (b) use funds raised with the issue of securities to pay for the purchase from BB of BB's rights on payment orders issued by correspondent banks in the USA and by BB's New York branch, in US dollars, to any BB branch in Brazil (Remittance Rights); and (c) to make payments of principal and interest with regard to securities and other payments provided in the agreements covering the issue of such securities. (6) The Special Purpose Company - “Brazilian Merchant Voucher Receivables” was created with the following purposes: (a) issue and sell securities in the international market; (b) to use funds raised with the issue of securities to pay for the purchase of current and future rights of Companhia Brasileira de Meios de Pagamento ("Visanet") against Visa International Service Association over the Receivables arising from: (i) credit or charge purchases made in Brazilian territory, in any currency processed by Visanet, with Visa cards issued by financial institutions located outside of Brazil, or (ii) credit or charge purchases processed by Visanet in foreign currency and made with Visa cards issued by financial institutions located in Brazil; and (c) to make payments of principal and interest with regard to securities and other payments provided in the agreements covering the issue of such securities. BB is the beneficiary of 44.618488% of the funds, calculated based on the equity interest held in Visanet, and the remaining funds made available to the other Brazilian financial institution which holds an interest in Visanet. (7) The Special Purpose Entities were organized under the laws of the Cayman Islands and declare that they have no relevant asset or liability other than the rights and duties originating from the contracts for issue of securities. BB does not have control, is not a shareholder, the owner, or is a beneficiary of any of the results of operations of the SPCs. The liabilities arising from the securities issued are paid by the SPCs using the funds accumulated in its account. (8) Securities with a term below 360 days, whereas the interest rate of the certificates are issued in Brazilian Reais (R$1 million) is 13.84 per annum and the rate of those issued in dollar (US$ 218 millions) is between 0.47% and 4.23% per annum. and the rate of those issued in euro (EUR 4 millions) is between 1.32% and 1.66% per annum. 18 - Other liabilities a) Financial and development funds BB - Domestic and Foreign branches PIS/Pasep Special Lending Program for Agrarian Reform - Procera Merchant Navy Consolidation of Family Farming (CAF) Fight against Poverty/Our First Land (CPR/NPT) Land and Agrarian Reform - BB Banco da Terra Other Total Current Liabilities Non Current Liabilities BB-Consolidated 03.31.2009 03.31.2008 03.31.2009 03.31.2008 1,806,746 302,036 291,027 25,405 22,356 1,726 85,281 2,534,577 1,581,250 313,689 38,813 118,018 20,925 1,309 51,385 2,125,389 1,806,746 302,036 291,027 25,405 22,356 1,726 1,292,045 3,741,341 1,581,250 313,689 38,813 118,018 20,925 1,309 51,385 2,125,389 419,782 218,303 419,782 218,303 2,114,795 1,907,086 3,321,559 1,907,086 b) Fund for Worker Assistance (FAT) and Fund to Guarantee the Increase in Employment and Earnings (FUNPROGER) FAT is a special accounting and financial fund, established by Law 7998/1990, attached to the Ministry of Labor and Employment (MTE) and managed by the Executive Council of the Worker Assistance Fund - Codefat. CODEFAT is a collective, tripartite and equal level organization, composed of representatives of workers, employers and government, which acts as the manager of FAT. The main actions to promote employment using FAT funds are centralized in the Programs for the Increase in Earnings (PROGER), whose resources are allocated by special deposits, established by Law 8352/1991, in official federal financial institutions (including, among others, PROGER in the Urban - Investment and Working Capital - and Rural, the National Program for Strengthening of Family Farming - Pronaf, the program that allocates resources for the purchase of construction materials - FAT Housing, in addition to the special lines such as FAT Rural and Urban Integration, FAT Giro Setorial - Micro and Small-Sized Companies, FAT Giro Setorial - Medium and Large-Sized Companies, FAT Fomentar - Micro and Small-Sized Companies, FAT Fomentar - Medium and Large-Sized Companies, FAT Giro Agropecuário, FAT Turismo Senior and FAT Digital Inclusion). The FAT special deposits, allocated with Banco do Brasil, while available, incur interest on a daily “pro rata” basis using the TMS (Average Selic Rate). As they are applied in loans, the interest rate is changed to the TJLP (Long-term Interest Rate) during the effective period of the loans. The income on the Bank’s funds is paid to FAT on a monthly basis, as established in CODEFAT Resolution 439/2005 and 489/2006. The Guarantee Fund for Generation of Employment and Earnings (Funproger) is a special accounting fund established on November 23, 1999 by Law 9872/1999, amended by Law 10360/2001, and by Law 11110/2005 and regulated by Codefat Resolution 409/2004, and is managed by Banco do Brasil under the supervision of Codefat/MTE, whose balance is R$ 334,268 thousand (R$ 337.744 thousand at March 31, 2008). The objective of FUNPROGER is provide guarantees to entrepreneurs who do not have the necessary guarantees of their own to contract PROGER Urbano and PNMPO financing, through the payment of a commission. The net assets of FUNPROGER are accumulated through funds arising from the difference between the average SELIC Rate and the Long-Term Interest Rate (TJLP) in respect of the remuneration of the special deposit balances available in the FAT. Other sources of funds are the earnings from its operations and the income on its cash resources paid to Banco do Brasil, the Fund manager. Return of FAT funds Resolution/ TADE Programs PROGER (Rural) and PRONAF Pronaf Investimento Giro Rural - Aquisição de Títulos Giro Rural Fornecedores Pronaf Custeio Rural Investimento Rural Custeio Proger Urbano Urbano Investimento Urbano Capital de Giro Empreendedor Popular Others FAT Giro Setorial - Medium and Large-Sized Comp. FAT Giro Setorial Micro e Small Comp. FAT Fomentar - Medium and Large-Sized Comp. FAT Fomentar Micro and Small Comp. Rural Area Integration Urban Area Integration Exports FAT Giro Cooperativo Agropecuário FAT Giro Setorial Vehicles MGE FAT Giro Setorial Vehicles MPE Digital Inclusion Total Available Invested (1) Type Total (2) (3) Initial Date Final Date 757.115 6.682.503 7.439.617 - 3.675.571 1.650.758 3.675.571 1.650.758 RA SD 11/2005 -01/2008 01/2014 14/2006 - 637.885 637.885 RA 08/2006 04/2005 419.934 183.846 603.780 RA 11/2005 -- 13/2005 13.557 521.330 534.886 RA 11/2005 -- 02/2006 323.624 13.113 336.737 RA 11/2005 -- 18/2005 86.863 76.310 6.241.796 5.434.479 6.328.660 5.510.790 RA 11/2005 -- 15/2005 - 723.025 723.025 RA 11/2005 -- RA 11/2005 -- 05/2005 03/2005 -- 01/2006 10.553 84.292 94.845 09/2006 315.438 67.449 522.728 230.124 838.166 297.573 RA 09/2007 -- 08/2006 12/2006 36.819 - 122.600 129.766 159.419 129.766 RA RA 09/2007 07/2006 --- 11/2006 709 19.697 20.405 RA 08/2006 -- 26/2005 8.809 4.392 13.202 RA 11/2005 -- 25/2005 27/2005 950 11.835 3.261 11.835 4.210 RA RA 11/2005 11/2005 --- 10/2006 544 747 1.291 RA 07/2006 -- 08/2006 80.000 -- 80.000 RA 02/2009 -- 09/2006 09/2005 120.000 158 -306 120.000 465 RA RA 02/2009 11/2005 -- 1.159.416 13.447.027 14.606.443 (1) Funds remunerated by the Average Selic Rate (TMS). (2) Funds remunerated by the TJLP. (3) Form: PU (Portion only the deadline), PAS (and successive annual installments) and PSS (and subsequent yearly installments). c) Taxes and social security BB - Domestic and Foreign branches (1) Taxes on profits and contributions to pay (2) Provision for correction of legal process Provision for tax risks (3) Provision for taxes and contributions deferred Tax to colect Provision for taxes and contributions on profits Total Current Liabilities Non Current Liabilities 03.31.2009 03.31.2008 BB-Consolidated 03.31.2009 03.31.2008 6,586,379 7,841,712 1,050,441 2,795,307 4,281,710 129,974 624,104 15,467,915 6,131,305 517,631 243,662 3,604,322 89,151 488,071 11,074,142 6,670,006 1,357,861 3,175,045 4,281,710 1,346,201 855,645 17,686,468 6,167,256 707,492 346,253 3,604,322 750,904 667,822 12,244,049 13,151,964 2,315,951 11,074,142 -- 14,053,745 3,632,723 11,532,185 711,864 (1) R$ 6,571,673 thousand (R$ 6.118,745 thousand on 03.31.2008) relating to the proceeding of full carryfoward of the accumulated tax loss of Income Tax and of the negative bases of Social Contribution Tax. (2) Relating to restatement of the proceeding of full carryfoward of the accumulated tax loss of Income Tax and of the negative bases of Social Contribution Tax. (3) Includes the value of R$ 2,315,952 thousand, referring to the deferral of taxes on the gain of the actuarial pension plan for retirees and the Previ. d) Subordinated debt BB - Domestic and Foreign branches 03.31.2009 Subordinated debts eligible as capital Other subordinated debt Total Current liabilitites Long Term Liabilities (1) 03.31.2008 BB-Consolidated 03.31.2009 03.31.2008 14,342,422 28,180 14,370,602 10,384,885 20,359 10,405,244 14,342,422 28,180 14,370,602 10,384,885 20,291 10,405,176 2,242,848 12,127,754 -10,405,244 2,242,848 12,127,754 -10,405,176 (1) Includes R$ 11,434,133 thousand (R$ 9.882.210 thousand at March 31, 2008) relating to funds from the Central-Western Constitutional Fund (FCO) as subordinated debt and as Level II Referential Shareholders’ Equity, because of their low level of obligation and length of term in the Bank. (CMN Vote 067, of June 28, 2001, and BACEN-Direct. Official Letter 1.602, of June 29, 2001) and the value of R$ 2,242,848 thousand, referring to funds raised subject to CBD (Central Bank Letter - Deorf No 2106/2009 and No 2746/2009 respectively). e) Sundry BB - Domestic and Foreign branches (1) Provisions for payments Liabilities for purchase of goods and rights (2) Credit card operations Provisions for labor demands Provisions for civil claims Sundry creditors - domestic Creditors by residual value advances Liabilities for official agreements Funds restricted to credit operations Accounts payable for payment services provided Other provisions(3) Contracts of assumption of liabilities Sundry creditors - overseas Provisions for guarantees provided Other Total Current Liabilities Long term Liabilities BB-Consolidated 12.31.2008 8,929,112 5,485,376 5,058,181 3,338,919 2,318,820 1,282,286 -768,516 120,347 526,674 -213,537 48,331 47,546 10,148 28,147,793 12.31.2007 6,696,275 98,706 4,060,514 2,408,566 1,306,498 1,131,254 1 699,032 80,392 348,884 -358,565 43,192 32,908 7,116 17,271,903 12.31.2008 7,789,470 5,485,376 5,058,181 4,251,456 3,499,249 2,741,953 1,608,173 1,005,025 670,155 528,191 619,214 213,537 54,405 47,581 295,902 33,867,908 12.31.2007 6,558,543 98,706 4,060,514 2,423,350 1,324,868 1,807,800 339,806 699,032 481,077 348,884 -226,890 44,549 32,936 263,977 18,710,932 21,112,407 7,035,386 12,923,040 4,348,863 21,914,013 11,953,895 13,409,644 5,301,288 (1) Includes R$ 5,738,283 thousand (R$ 4,111,185 thousand at March 31, 2008) relating to "Actuarial Liability of the Informal Plan" (exclusive responsibility of the Bank) and the "Cassi Actuarial Liability" (Note 26.f). (2) Includes the yet to mature credit card installments payable to storekeepers, in the amount of R$ 2,413,139 thousand (R$ 1,921,113 at March 31, 2008). (3) Provisions originated from Banco Nossa Caixa related related to FCVS, recorded base don historical estimatives, in the amount of R$260,746 and provisions related to health plan – based on actuarial evaluation, in the amount of R$197,786 thousand. (3) Referem-se a provisões constituídas no Banco Nossa Caixa, para cobertura, principalmente, de perdas com o FCVS (créditos cedidos) constituída com base em estimativas de perdas por negativa de cobertura total ou parcial sobre operações cedidas, R$ 260.746 mil e provisão para planos de saúde – avaliação atuarial, R$ 197.786 mil. 19 - Operations related to the activities of insurance, pension and capitalization a) Technical Provisions 03.31.2009 03.31.2008 BB–Consolidated Insurance Pension Mathematical provision for future benefits 696 9,406,848 Mathematical provision for vested benefits 235 330,991 -- 856 Mathematical provision for unearned premiums 767,909 -- Provision for unsettled claims 848,032 -- Provision for financial surplus -- Provision for insufficiency of contribution Provision for financial fluctuation Mathematical provision for redemptions Provision for IBNR Provision for insufficiency of premiums Capitalization Total Insurance Pension Capitalization Total 9,407,544 111 7,342,450 -- 7,342,561 -- 331,226 300 277,565 -- 277,865 1,510,482 1,511,338 -- -- 1,300,538 1,300,538 -- 767,909 455,049 -- -- 455,049 -- 848,032 469,224 -- -- 469,224 283,541 -- 283,541 -- 306,526 -- 306,526 -- 146,245 -- 146,245 -- 128,892 -- 128,892 -- 136,188 -- 136,188 -- 113,380 -- 113,380 -- 159,621 2,727 -- 162,348 81,907 1,608 -- 83,515 48,036 16,784 -- 64,820 3,984 12,194 -- 16,178 47,459 -- -- 56,432 56,432 -- -- 47,459 33,299 19,982 1,870 55,151 13,789 17,032 3,087 33,908 Total 1,857,828 10,344,162 1,568,784 13,770,774 1,024,364 8,199,647 1,351,084 10,575,095 Short-Term 1,472,426 346,622 1,568,784 3,387,832 1,016,848 288,947 1,351,084 2,656,879 Long-Term 385,402 9,997,540 -- 10,382,942 7,516 7,910,700 -- 7,918,216 Total Insurance Pension Capitalization Total Provision for prize draws and redemptions Other provisions b) Technical Provisions by product 03.31. 2009 03.31.2008 BB–Consolidated Insurance Pension Capitalization Automotive 520.012 -- -- 520.012 424.210 -- -- 424.210 Life 643.218 -- -- 643.218 397.264 -- -- 397.264 Property/casualty 624.979 -- -- 624.979 162.771 -- -- 162.771 DPVAT 53.317 -- -- 53.317 28.831 -- -- 28.831 Health 16.302 -- -- 16.302 11.288 -- -- 11.288 Capitalization -- -- 1.568.784 1.568.784 -- -- 1.351.084 1.351.084 Free benefit generating plan - PGBL Free benefit generating life insurance plan VGBL Traditional plans -- 4.011.068 -- 4.011.068 -- 2.773.579 -- 2.773.579 -- 3.212.577 -- 3.212.577 -- 2.170.223 -- 2.170.223 -- 3.120.517 -- 3.120.517 -- 3.255.845 -- 3.255.845 1.857.828 10.344.162 1.568.784 13.770.774 1.024.364 8.199.647 1.351.084 10.575.095 Total c) Guarantee linked to Technical Provisions 03.31. 2009 03.31.2008 BB–Consolidated Insurance Shares in Investment Funds (VGBL and PGBL) Shares in Investment Funds (except VGBL and PGBL) Pension Capitalization Total Insurance Pension Capitalization Total -- 7,119,600 -- 7,119,600 -- 4,869,164 -- 4,869,164 1,083,836 4,174,629 556,255 2,485,867 1,019,497 4,061,619 758,586 2,332,207 Federal Government securities 554,201 1,125,291 322,562 2,002,054 284,757 1,048,974 258,823 1,592,554 Private securities 229,714 26 234,201 463,941 104,954 1,625 105,656 212,235 -- -- -- -- -- -- -- -- 249,076 -- -- 249,076 179,549 -- -- 179,549 30,290 Shares Credit Receivables Land and buildings in use Deposits held at IRB and judicial deposits Total 1,457 -- -- 1,457 30,290 -- -- 628 -- -- 628 721 -- -- 721 1,793,662 10,577,124 1,640,599 14,011,385 1,156,526 8,405,630 1,383,976 10,946,132 d) Retained insurance premiums, pension plan contributions and capitalization certificates BB Consolidate Premiums issued (VGBL retirement) Supplementary pension contributions (includes VGBL part risk) Revenues from Capitalization Coinsurance premiums ceded Reimbursed premiums (return of VGBL contribution) Premiums issued net (premium issued - premium reimbursed) Reinsurance premiums ceded, consortiums and funds Retained insurance premiums, pension plans and capitalization BB Consolidate Premiums issued (VGBL retirement) Supplementary pension contributions (includes VGBL part risk) Revenues from Capitalization Coinsurance premiums ceded Reimbursed premiums (return of VGBL contribution) Premiums issued net (premium issued - premium reimbursed) Premiums redeemed (redemption VGBL) Reinsurance premiums ceded, consortiums and funds Retained insurance premiums, pension plans and capitalization Insurance 657,792 --(3,953) (4,656) 649,183 (40,979) 608,204 Insurance 274,698 --(1,762) (1,749) 271,187 -(16,762) 254,425 1Q2009 Pension Capitalization 336,408 278,608 --(2,903) 333,505 -612,113 --254,942 --254,942 -254,942 1Q2009 Pension Capitalization 138,318 125,913 --(299) 263,932 (43,435) -220,497 --166,095 --166,095 --166,095 Total 994,200 278,608 254,942 (3,953) (7,559) 1,237,630 (40,979) 1,475,259 Total 413,016 125,913 166,095 (1,762) (2,048) 701,214 (43,435) (16,762) 641,017 e) Results from Insurance, Pension Plan and Capitalization Operations BB Consolidate Financial Income Financial Revenues Financial Expenses Restatement and interest of technical reserves Income from operations Retained premiums and contributions Changes in Technical Provisions Retained Claims Marketing Expenses Expenses with prize draws and redemptions of financial bonds Expenses with benefits and redemptions of pension plans Total BB Consolidate Financial Income Financial Revenues Financial Expenses Restatement and interest of technical reserves Income from operations Retained premiums and contributions Changes in Technical Provisions Retained Claims Marketing Expenses Expenses with prize draws and redemptions of financial bonds Expenses with benefits and redemptions of pension plans Total Insurance 63,965 80,657 (16,692) (11,612) 300,183 608,204 (5,968) (265,391) (36,662) --352,536 Insurance 21.797 27.785 (5.988) (5.110) 94.876 254.425 7.978 (127.641) (39.886) --111.563 1Q2009 Pension Capitalization 188,212 277,357 (89,145) (155,924) (3,676) 612,113 (606,587) -(6,998) -(2,204) 28,612 Total 68,062 68,872 (810) (31,445) 6,649 254,942 (4,810) -(25,122) (218,361) -43,266 320,239 426,886 (106,647) (198,981) 303,156 1,475,259 (617,365) (265,391) (68,782) (218,361) (2,204) 424,414 1Q2009 Pension Capitalization Total 131.618 161.561 (29.943) (107.555) (1.927) 220.497 (204.587) (2.106) (3.514) -(12.217) 22.136 25.957 29.185 (3.228) (14.085) 7.744 166.095 (3.403) -(7.710) (147.238) -19.616 179.372 218.531 (39.159) (126.750) 100.693 641.017 (200.012) (129.747) (51.110) (147.238) (12.217) 153.315 20 - Analysis of Income Statement Items a) Banking service fees BB- Domestic and Foreign branches Income from cards (1) Fund Management Collections Account fees Loan operations Interbank Funding Official services Insurance, pension and capitalization Brokerage and custody Rates of administration of consortia Services rendered to related companies Other services (2) Total BB-Consolidated 1Q2009 1Q2008 1Q2009 1Q2008 376,757 274,358 256,532 184,866 147,536 119,257 110,779 77,857 30,843 70,774 298,075 299,158 248,589 157,769 214,011 176,640 101,964 53,850 27,737 50,470 568,648 445,499 256,816 185,340 147,547 119,257 110,779 77,857 69,814 19,813 461,602 476,876 248,765 157,855 214,018 176,640 101,964 53,850 42,989 69,034 -9,721 -8,201 18,562 17,321 17,574 18,405 49,541 1,708,821 51,051 1,687,515 217,454 2,254,707 232,592 2,272,164 (1) Includes, in BB-Consolidated of March, 31 2009, the amount of R$ 191,891 thousand (R$163,527 thousand on March, 31 2008), referring to result (proportionate to the interest of BB BI) of the operations of Cia. Brasileira de Meios de Pagamentos - Visanet. (2) Includes, in BB-Consolidated of March, 31 2009, the amount of R$ 128,752 thousand (R$150,887 thousand on March, 31 2008), referring to the services rendered by non-financial associated companies. b) Bank fee income BB- Domestic and Foreign branches Package of services Credit operations and cadastre Account deposits Transfer of resources Total BB-Consolidated 1Q2009 1Q2008 1Q2009 1Q2008 458,611 151,144 52,995 25,658 688,408 433,491 93,366 78,686 37,484 643,027 458,641 151,144 53,043 25,658 688,486 433,491 93,366 78,686 37,484 643,027 c) Personnel expenses BB- Domestic and Foreign branches 1Q2009 Salaries Provision for labor claims (1) Personnel provisions Social charges Benefits Supplementary Welfare Training Directors’ fees Total 1Q2008 (984,246) (815,614) (1,023,021) (131,618) (384,652) (350,407) (339,655) (294,514) (297,631) (255,136) (28,180) (21,331) (8,582) (9,797) (4,596) (3,228) (3,070,563) (1,881,645) BB-Consolidated 1Q2009 1Q2008 (1,032,822) (846,105) (1,023,021) (131,618) (384,652) (350,407) (356,436) (305,523) (307,789) (261,158) (29,101) (22,069) (9,457) (10,375) (9,204) (5,324) (3,152,482) (1,932,579) (1) Includes in the 1st quarter of 2009, the value of R$ 921,230 thousand relating to outcome of periodic reviews of the impacts caused property trial, in which the Bank of Brazil is an accused, author, or the interested party. d) Other Administrative Expenses BB- Domestic and Foreign branches Expenses with tax and civil lawsuits(1) Amortization(2) Communications Third party services Data processing Depreciation Transport Security services Financial system services Rent Advertising and publicity Water, electricity and gas Maintenance and upkeep Specialized technical services Promotion and public relations Materials Domestic travel Other Administrative Expenses Total BB-Consolidated 1Q2009 1Q2008 (635,778) (87,482) (314,663) (54,605) (244,932) (253,713) (176,755) (181,619) (172,943) (168,585) (150,068) (136,035) (142,166) (127,702) (134,501) (122,202) (105,853) (103,728) (92,698) (75,858) (63,600) (39,461) (73,489) (69,364) (68,353) (61,157) (30,571) (18,343) (28,325) (24,779) (24,653) (23,304) (22,830) (20,455) (60,961) (76,701) (2,543,139) (1,645,093) 1Q2009 1Q2008 (635,778) (87,482) (317,113) (56,112) (255,257) (259,933) (206,309) (198,047) (178,071) (181,953) (154,831) (138,334) (147,193) (130,694) (134,723) (122,306) (109,801) (105,563) (101,038) (82,772) (85,476) (45,106) (74,407) (69,809) (70,503) (62,324) (60,246) (33,633) (28,485) (32,666) (26,035) (25,067) (24,425) (21,666) (81,454) (155,908) (2,691,145) (1,809,375) (1) Includes in the 1st quarter of 2009, the value of R$ 445.802 thousand relating to the outcome of periodic reviews of the impacts caused property trial, in which the Bank of Brazil is an accused, author, or the interested party. (2) Includes in the 1st quarter of 2009, the value of R$ 254.292 thousand of expenses for allocation of business relationship, previously reported in group of other operating expenses, which began to be recorded in this group, from January/2009, in accordance with Resolution BACEN No 3357/2008. e) Tax Expenses BB-Domestic and foreign branches Cofins ISSQN PIS/Pasep Others Total BB-Consolidated 1Q2009 1Q2008 1Q2009 1Q2008 (379,241) (100,040) (61,627) (14,567) (555,475) (320,617) (100,687) (52,100) (14,202) (487,606) (431,315) (121,576) (71,632) (42,878) (667,401) (362,486) (117,298) (60,232) (25,756) (565,772) f) Other Operating Income BB-Domestic and foreign branches Foreign exchange gains Equalization of rates - Law 8427 Recovery of charges and expenses Income from guarantee deposits Previ - Contributions parity agreement Administrative expenses - Reversal of provisions Credit card transactions Income from Specific Credits Dividends received Income from Special Operations Personnel expenses - Reversal of provisions Others Total 1Q2009 1Q2008 588,636 55,818 449,029 275,774 355,796 288,906 302,792 250,041 56,600 76,159 47,368 57,094 44,285 40,969 21,779 19,358 20,188 15,985 12,577 11,661 1,426 24,463 12,509 135,789 1,912,985 1,252,017 BB-Consolidated 1Q2009 588,636 449,029 310,859 302,792 56,600 47,368 44,285 21,779 20,188 12,577 1,426 200,847 2,056,386 1Q2008 55,818 275,774 289,196 250,041 76,159 57,094 40,969 19,358 15,985 11,661 24,463 277,241 1,393,759 g) Other operating expenses BB- Domestic and Foreign branches BB-Consolidated Credit card transactions 1Q2009 (169,691) 1Q2008 (98,443) 1Q2009 (169,691) 1Q2008 (98,443) Restatement of guarantee deposits (160,788) (137,364) (160,788) (137,364) Foreign exchange adjustments (144,215) (51,506) (144,215) (51,506) CASSI - Expense with provision (CVM Resolution 371) (135,492) (142,847) (135,492) (142,847) (1) (111,368) (270,928) (111,368) (270,928) Updating of the pension liability (66,054) (47,920) (66,054) (47,920) Credit set acquired (53,499) (16,721) (53,499) (16,721) Hybrid Capital and Debt Instruments (23,964) (17,720) (23,964) (17,720) (23,954) (18,139) (23,954) (18,139) Update Interest Own Capital / Dividends (23,694) (9,088) (23,694) (9,088) Expenses from discounts granted on renegotiations (20,169) (18,181) (20,169) (18,181) Expenses of BB – ATM (17,850) (28,221) (17,850) (28,221) Law 9138/95 - Restatement of funds to be returned to the Federal Treasury (12,293) (10,150) (12,293) (10,150) Premium paid to clients - Loyalty Program Securitization SWIFT MT100 - liabilities with the SPC (2) INSS Fees for the use of Sisbacen Previ- Actuarial Asset Amortization - CVM Resolution 371 Others Total (6,742) (30,994) (3,603) (2,844) (2,224) (90,532) (192,424) (138,923) (1,168,024) (1,130,521) (6,742) (30,994) (3,603) (2,844) (2,224) (90,532) (395,276) (280,697) (1,370,876) (1,272,295) (1) The reduction in the 1st quarter of 2009, totaling R$ 254.292 thousand, relates to the reclassification of expenditure from the budget negotiating relationship (Note 20.d). the reclassification is being performed since December 2008, in accordance with Carta-Circular Bacen no. 3357/2008. (2) In BB-Consolidated, these expense are classified as “Foreign marketable securities Expense”. h ) Non-operating income BB- Domestic and Foreign branches Non-operating income Provision/(reversal) for devaluation of other assets Sale of assets Profit on the sale of assets (1) Other non-operating income Rental income Provision/(reversal) for loss with shares and quotas Capital gains Non-operating expenses Devaluation of other assets Other non-operating expenses Capital losses Loss on sale of assets Losses with shares and quotas Total 1Q2009 29,502 11,360 6,851 4,565 1,013 3,617 1,111 985 (13,483) (7,984) (781) (3,418) (843) (457) 16,019 1Q2008 45,309 7,147 17,139 14,819 789 3,360 335 1,720 (15,345) (5,436) (377) (4,709) (1,023) (3,800) 29,964 BB-Consolidated 1Q2009 33,332 11,360 6,851 5,251 3,984 3,785 1,111 990 (16,845) (7,984) (3,515) (3,418) (1,471) (457) 16,487 (1) Includes the gain with the sale of other assets of Visa Inc., in 03.21.20009-consolidated, in the amount of R$ 159,259 thousand. 1Q2008 245,737 7,147 17,139 14,839 194,318 4,052 6,490 1,752 (21,596) (5,465) (3,526) (7,782) (1,023) (3,800) 224,141 21 - Stockholders' Equity a) Book Value and Market Value of the Share Stockholders' equity of R$ 30,858,853 thousand (R$ 25,406,842 thousand at March 31, 2008) corresponds to a net book value of R$ 12.02 per share (R$ 9.99 at March 31, 2008). The market value of the common share at March 31, 2009 was R$ 16.87 (R$ 23.11 at March 31, 2008). b) “C” subscription bonuses Of the subscription bonuses issued by the Bank, the remaining balance of 5,880,483 “C” Bonus, that can be exercised up to the original terms - 3.31.2011 to 6.30.2011. c) Capital Capital is R$ 13,779,905 thousand (R$ 13,211,644 thousand in 03.31.2008), totally paid-up, comprising 2,568,186,485 common shares with no par value. The Federal Treasury is the controlling stockholder. On 04/23/2009, the Board of Directors approved a capitalization proposal of R$ 4,768,706 thousand, recorded in Expansion Reserves. d) Revaluation reserves These refer to a revaluation of assets carried out by the companies Kepler Weber, Pronor, and Cobra Tecnologia S.A. The realizations of the reserves in the period, totaling R$ 133 thousand (R$ 74 thousand at March 31, 2008), were transferred to the "Retained earnings (accumulated losses)" account. As regards the remaining balance, it will be held up to the date of its effective realization, in conformity with CMN Resolution 3565, of 5.29.2008. e) Capital and profit reserves Capital reserves Revenue reserves Legal Reserve (1) Statutory Reserves (2) (3) Expansion Reserve 03.31.2009 03.31.2008 5,188 15,758,859 1,788,916 9,201,237 4,768,706 34 10,124,708 1,348,772 4,007,230 4,768,706 (1) Includes the Reserve for Operating Margin and the Reserve for Equalization of Dividends. - The purpose of the first is to guarantee an operating margin compatible with the development of the company's transactions, comprised of the portion of up to 100% of the balance of net income, up to the limit of 80% of the capital. - The second guarantees financial resources for the payment of dividends, comprised of the portion of up to 50% of the balance of net income, up to the limit of 20% of the capital. (2) Its objective is to provide support to the expansion and technological modernization policy of the company. (3) On 04.23.2009, the Board of Directors approved. f) Interest on own capital / Dividends 1 - Net income for the period 2 - Interest on own capital allocated to the stockholders 3 - Dividends allocated to the stockholders Total allocated to the stockholders (Item 2 + Item 3) 1Q2009 1Q2008 1,665,477 2,347,466 447,717 218,474 666,191 368,987 569,999 938,986 According to Laws 9249/1995 and 9430/1996 and the Bank's Bylaws, Management decided on the payment of Interest on Own Capital to its stockholders, imputed to the dividends value, plus additional dividends, equivalent to 40% of net income. The total amount of Interest on Own Capital in 03.31.2009 totaled R$ 447,717 thousand. The amount of Interest on Own Capital provided a reduction in spending on tax charges in the amount of R$ 179,987 thousand. st The Interest on Own Capital and Dividends for the 1 quarter of 2009 will be based on the shareholding position of 03.23.2009 and will be paid on 05.27.2009. To meet the law of Income Tax, the amount of interest on capital was recorded in contrast to the "financial expenses" and, for purposes of disclosure of financial statements reclassified to the "retained earnings". g) Payments/Accruals of Interest on Own Capital and Dividends 1Q2009 Per share Interest on own capital/Dividends allocated Interest on own capital paid Dividends paid Gross amount Tax 666,191 447,717 218,474 (67,157) (67,157) -- 0.260 0.174 0.085 1Q2008 Per share Interest on own capital/Dividends allocated Interest on own capital paid Dividends Paid Gross amount Tax 938,986 368,987 569,999 (65,115) (65,115) -- 0.369 0.145 0.224 Net amount 599,033 380,559 218,474 Net amount 873,871 303,872 569,999 h) Shareholdings (quantity of shares) Shareholdings at March 31, 2009 of all those who hold, directly or indirectly, more than 5% of the Bank capital: Stockholders Total shares % Total Federal Treasury Banco do Brasil Employees Retirement Fund (PREVI) BNDES Participações S.A. - BNDESPar (1) Treasury Stock Other shareholders Total 1,684,809,058 260,779,183 64,005,679 1,155,094 557,437,471 2,568,186,485 65.60% 10.16% 2.49% 0.04% 21.71% 100.00% (1) Audit Committee and Internal Audit and composition of the two shareholder groups. Changes in ownership of the parties referred to in the previous paragraph of these securities during the preceding twelve months and characteristics of the securities issued by the Bank and directly or indirectly held by the controlling stockholder, management and members of the Fiscal Council, the Internal Audit and by the Audit Committee. Controlling Group Federal Treasury Previ BNDESPar Total 03.31.2009 03.31.2008 1,684,809,058 260,779,183 64,005,679 2,009,593,920 1,660,334,789 266,098,012 64,368,679 1,990,801,480 (1) Common shares (ON) 03.31.2009 03.31.2008 Board of Directors Board of Directors (2) Executive Board of Directors Fiscal Council Audit Committee Internal Audit 30 7,506 14,279 -1,729 57 24 6,945 14,232 -1,183 57 “C” Bonds 03.31.2009 03.31.2008 -21 28 --9 -12 22 --9 (1) The shareholding interest of the Board of Directors, Steering Committee, Executive Board, Fiscal Council, Audit Committee and Internal Audit represents approximately 0.0009%, on 03.31.2009 (0.0009% on 03.31.2008), of the Bank's capital stock. (2) Excepting for the shares of the President that are contemplated in the Board of Directors. i) Quantity of Shares in the Market BB Shares In the market Total issued Quantity (1) 557,415,656 2,568,186,485 Percentage 21.7% 100.0% (1) As per Law 6404/1976. j) Free Float BB shares Free Float em 03.31.2009 Quantity (1) Total issued (1) Pursuant to the regulation of the New Market of Bovespa. 557,415,656 2,568,186,485 % 21.7% 100.0% 22 - Income Tax and Social Contribution on Net Income a) Details of income tax and social contribution expense BB- Domestic and Foreign branches 1Q2009 Income Social Tax Contribution 1Q2008 Income Social Tax Contribution a) Present values (677,106) (409,039) (355,278) (127,396) Domestic income tax and social contribution (671,156) (409,039) (345,610) (127,396) Foreign income tax b) Deferred tax liabilities Provision)/reversal of deferred income tax on the adjustment of the portfolio and depreciation (leasing operations) (Provision)/reversal of provision for deferred taxes - positive MTM Constitution / (reversal) of provision for deferred tax on actuarial gains not recognized (Provision)/reversal of provision for deferred taxes - restatement of judicial deposits (Provision)/reversal of provision for deferred taxes - Net income abroad (Provision)/reversal of provision for deferred income tax on transactions carried out in the futures market c) Provision (a+b) (5,950) -- (9,668) -- (100,292) (58,089) (39,361) (14,332) -- -- -- -- (57,082) -(41,908) (1,302) (29,594) -(25,145) (3,268) (1,452) -(35,287) (2,405) 666 -(12,703) (2,217) -- (82) (217) (78) (467,128) (394,639) (141,728) (777,398) d) Deferred tax credits 869,558 1,768,916 218,321 Recording/(reversal) of tax credits on temporary differences 608,568 2,423,823 230,417 83,152 -- -- (16,140) (5,810) 319 (Recording)/reversal of tax credit on income tax and social contribution losses (Recording)/reversal of tax credits - negative MTM 77,661 239,655 (660,140) 4,044 Recording/(Reversal) of Tax Credits on Transactions Carried out in the Futures Market 21,335 5,233 -- -- e) Total income tax and social contribution expense (c+d) 92,160 1,301,788 (176,318) (64,067) BB-Consolidate 1Q2009 Income Social Tax Contribution 1Q2008 Income Social Tax Contribution a) Present values (814,790) (484,819) (510,418) (184,349) Domestic income tax and social contribution (808,011) (484,819) (500,050) (184,349) Foreign income tax b) Deferred tax liabilities Provision)/reversal of deferred income tax on the adjustment of the portfolio and depreciation (leasing operations) (Provision)/reversal of provision for deferred taxes - positive MTM (Provision)/reversal of deferred income tax on the sale of investments in installments (BB-BI) Constitution / (reversal) of provision for deferred tax on actuarial gains not recognized (Provision)/reversal of provision for deferred taxes - restatement of judicial deposits (Provision)/reversal of provision for deferred taxes - Net income abroad (Provision)/reversal of provision for deferred income tax on transactions carried out in the futures market c) Provision (a+b) (6,779) -- (10,368) -- (167,920) (58,514) (48,055) (14,343) (65,929) -- (8,599) -- (58,233) --(41,908) (1,302) (29,642) --(25,145) (3,268) (1,287) (194) -(35,287) (2,405) 726 (70) -(12,703) (2,217) (548) (459) (283) (79) (543,333) (558,473) (198,692) (982,710) d) Deferred tax credits 938,906 1,768,791 220,732 Recording/(reversal) of tax credits on temporary differences 612,360 2,423,485 222,610 79,197 65,979 532 (7,912) (6,122) 239,232 (660,459) 5,946 1,017 21,335 5,233 88 35 1,225,458 (337,741) (124,565) (Recording)/reversal of tax credit on income tax and social contribution losses (Recording)/reversal of tax credits - negative MTM Recording/(Reversal) of Tax Credits on Transactions Carried out in the Futures Market e) Total income tax and social contribution expense (c+d) (43,804) 74,127 b) Reconciliation of income tax and social contribution expense BB- Domestic and Foreign branches 1Q2009 Profit before taxation and profit sharing BB – Consolidate 1Q2008 1Q2009 1Q2008 484.191 2.886.927 710.897 3.110.691 Total income tax charge (rate of 25%) 92.160 (121.048) (176.318) (721.732) (43.804) (177.724) (337.741) (777.673) Charges upon Interest on Own Capital Effects of non-taxable income 111.929 207.839 92.247 326.021 111.929 339.478 92.247 476.675 (1.202.885) (15.564) (551.915) (9.814) (1.215.350) (17.356) (594.229) (10.549) -(2.383) -90 3 (3.797) -(3.072) 1.106.538 7.734 681.427 7.358 910.599 8.414 470.722 8.138 1.301.788 (72.629) (64.067) (259.823) 1.225.458 (97.440) (124.565) (279.962) 67.157 124.568 33.209 117.337 67.157 166.147 33.209 168.342 (721.808) -- (198.689) -- (729.125) -- (215.570) -- -(1.430) -34 1 (2.278) -(1.042) -- -- -- -- Others 1.905.930 243.865 1.820.996 (1) From 1.1.2003 to 4.30.2008, the rate of CSLL in force was 9%, pursuant to Law 10637, of 12.30.2002. As of May/2008, the rate of CSLL was increased to 15%, pursuant to Law 11727/2008. 170.458 Income tax expense Effects of non-deductible expenses Effects of foreign profits Employee profit sharing Deferred charges on mark-to-market adjustments Others Fiscal incentives (workers meal program, culture and others) Social contribution expense Total social contribution charge (rate of 9% at 2008) and rate of 15% at 2009) Charges upon Interest on Own Capital Effects of non-taxable income Effects of non-deductible expenses Effects of foreign profits Employee profit sharing Deferred charges on mark-to-market adjustments Values for the rate differential (Article 17 of Law No. 11727/08) c) Lawsuit: Interest on Own Capital Tax Benefit c.1) In February 1998, the Bank filed a legal request for the full offset of prior year income tax and social contribution on net income losses against taxable income. Since then, the Bank has offset these tax losses in full against income tax and social contribution taxable income and has made judicial deposits of the taxes otherwise due (on 70% of the amount offset). These deposits prompted the Federal District 16th Court to issue a dispatch recognizing the suspension of payment of these taxes until final judgment of the Bank's request, based on article 151, II, of the Tax Code. Since 10.1.2002, the proceeding has been awaiting judgment of an extraordinary appeal by the Federal Supreme Court. c.2) The offsetting of amounts of fiscal loss and CSLL recoverable results in the write-off of deferred tax credits, observing the limitation of 30%. c.3) In compliance with the prohibition contained in CMN Resolution 3535/2008, judicial deposits of the amount of R$ 11,237,599 thousand (principal plus interest) were not deducted from the corresponding provisions in the manner provided for in item 53 of CVM Resolution 489/2005, with a negative impact on the Basel Ratio. c.4) Deferred taxes (corporate income tax (IRPJ) and social contribution on net income (CSLL) on the restatement of judicial deposits are being offset with the tax credits resulting from the provision related to that judicial deposit, in conformity with § 2°, item II, art. 1° of CMN Resolution 3059/200 2, with no impact on net income. c.5) If the Bank were successful in its lawsuit, we verified that in September 2005 and January 2009 the Bank would have consumed the entire stock of Tax Loss and Social Contribution recoverable. Therefore, since the period beginnig October 2005 and February 2009, the amount of Income Tax and Social Contribution would be being paid in full. Additionally, there would be a transfer of resources from the account used to record judicial deposits to that of cash and cash equivalents. The tax credits relating to judicial deposits (principal) would be written off against provision for IRPJ and CSLL and provision for tax risks relating to the restatement of deposits, of the amount of R$ 4,281,710 thousand, would be reverted against net income. The net positive impact of this provision on net income would support the calculation of the BIS ratio by 1.92 p.p. (from 15.40% to 17.32%). c.6) If the Bank were unsuccessful in its lawsuit the amounts deposited judicially would be converted into income in favor of the National Treasury. The portions of IRPJ tax credits on tax loss that could be utilized since the period beginning in October 2005 and February 2009, observing the limitation of 30%, would be reclassified to the account representing "IRPJ recoverable" and “CSLL recoverable” assets. This IRPJ recoverable and CSLL recoverable, that would result from the adjustments to the Statements of Economic-Fiscal Information of Individuals, corresponds to R$ 1,839,997 thousand as of March 2009 and its interest adjustment using the Selic Rate corresponds to R$ 249,727 thousand. This sum adjusts the provision for tax risks in connection with the updating of court deposits (please see item 22c.5), so that its sum will be sufficient to fully cancel the risk of a likely loss. c.7) The amounts relating to this matter are as follows: Judicial Deposits Original amounts Restatement 70% thereof Income tax losses CSLL / CSLL losses to offset 03.31.2009 03.31.2008 11.237.599 6,556,456 4,680,143 6.585.045 3.002.033 3.583.012 9.839.850 6,004,605 3,835,245 6.162.193 3.002.033 3.160.160 23 - Tax credits a) Tax credits recorded as assets BB- Domestic and Foreign branches 03.31. 2009 03.31.2008 Income Social Income Social tax contribution tax contribution Nature and origin: Total income tax and social contribution credits recorded Income tax and social contribution losses Timing differences Negative mark-to-market adjustments Social contribution to offset Negative adjustments of futures market transactions Tax credits abroad Tax credits - writ of mandamus Total PASEP and COFINS credits recorded Negative mark-to-market adjustments Adjustments of futures market transactions 9,655,005 -8,332,738 22,291 -109,522 9,264 1,181,190 Pasep 3,603 618 2,985 8,558,756 -4,996,107 13,593 -39,409 -3,509,647 Cofins 22,171 3,802 18,369 7,851,070 -6,034,523 83,733 --10,999 1,721,815 Pasep 2,291 2,291 -- 5,889,066 -2,169,281 30,246 565,042 --3,124,497 Cofins 14,098 14,098 -- Total tax credits not recorded 9,658,608 8,580,927 7,853,361 5,903,164 BB-Consolidated 03.31. 2009 03.31.2008 Income Social Income tax contribution tax Nature and origin: Total income tax and social contribution credits recorded Income tax and social contribution losses Timing differences Negative mark-to-market adjustments Social contribution to offset Negative adjustments of futures market transactions Tax credits - writ of mandamus Tax credits abroad Social contribution Total PASEP and COFINS credits recorded Negative mark-to-market adjustments Adjustments of futures market transactions Others 11,080,808 220,644 9,527,651 31,862 -109,522 1,181,190 9,939 Pasep 3,910 925 2,985 -- 9,304,340 3,501 5,660,365 21,058 70,360 39,409 3,509,647 -Cofins 24,062 5,693 18,369 -- 8,104,374 80,958 6,197,421 91,629 --1,721,815 12,551 Pasep 2,794 2,516 -278 5,924,253 4,471 2,197,883 32,360 565,041 -3,124,498 -Cofins 20,017 15,486 -4,531 Total tax credits not recorded 11,084,718 9,328,402 8,107,168 5,944,270 The tax credits recorded include Social Contribution to Offset relating to tax credits calculated at the rate of 18% on tax losses and temporary differences existing on December 31, 1998. Article 8 of Provisional Measure (MP) 2158-35/2001 reduced the rate of social contribution from 18% to 8% and authorized the maintenance of this credit classified in Other Receivables - Sundry. From 1.1.2003 to 4.30.2008, the rate in force of CSLL was 9%, pursuant to Law 10,637/2002. As of May 1 2008, the rate of CSLL was increased to 15%, pursuant to the Provisional Measure no. 413/2008 which were converted in the Law 11,727/2008, accounting effects included an increase in CSLL expenses as well as the respective tax credits. Considering that some financial institutions have been going to court with individual lawsuits challenging the increase of the rate of CSLL and that the National Confederation of the Financial System - filed a Direct Unconstitutionality Lawsuit - ADIN, the Multiple Bank has been recognizing tax credits in sufficient amount to annul, the impact on income resulting from the increase of the rate (6%) on the CSLL tax liabilities (current and deferred). The Legal Director of Bank of Brazil held assessment of the arguments used in ADIN, concluding the st remote possibility of success by CONSIF, why the Bank made in the 1 quarter 2009, registration of additional tax credits for CSLL to achieve rate plus 15% on the amount R$1,213,177 thousand. b) Tax credits not recorded BB- Domestic and Foreign branches 03.31.2009 03.31.2008 Income tax Social contribution Income tax Social contribution Nature and origin: Total income tax and social contribution credits not Recorded Income tax and social contribution losses Timing differences Negative mark-to-market adjustments 189,525 33,948 12,555 104 29,803 20,254 9,511 38 72,631 32,834 2,314 -- 11,905 11,485 420 -- Tax credits abroad 142,918 -- 37,483 -- Pasep Cofins Pasep Cofins 3 3 17 17 --- --- 189,528 29,820 72,631 11,905 Total PASEP and COFINS tax credits not recorded Relating to negative mark-to-market adjustments Total tax credits not recorded All existing tax credits not recorded as 12.31.2008, were recorded in the Bank (BB-Domestic and Foreign branches) as of March 31, 2009. BB-Consolidated 03.31.2009 Income tax 03.31.2008 Social contribution Income tax Social contribution Nature and origin: Total income tax and social contribution credits not Recorded Income tax and social contribution losses Timing differences Negative mark-to-market adjustments Tax credits abroad Relating to adjustments of futures market transactions 844,210 -817,755 --26,455 -Pasep 725 -725 1,751,918 -1,742,665 --9,253 -Cofins 4,462 -4,462 247,774 -230,417 12,240 5,117 --Pasep 335 335 -- 87,574 -83,152 4,422 ---Cofins 2,061 2,061 -- Total tax credits not recorded 844,935 1,756,380 248,109 89,635 Negative adjustments of futures market transactions Tax credits - writ of mandamus Total PASEP and COFINS tax credits not recorded Relating to negative mark-to-market adjustments c) Entries and write-offs of the period BB- Domestic and Foreign branches 03.31.2009 03.31.2008 Income tax Social contribution Income tax Social contribution Entries of the period Total income tax and social contribution tax recorded On income tax and social contribution losses On timing differences On negative mark-to-market adjustments 1,901,027 2,418,965 221,793 193,597 65,979 532 8,075 17 1,807,406 2,404,167 195,697 70,732 1,187 5,013 14,598 5,282 -- -- 3,423 --- Tax credits abroad 26,455 9,253 -- Relating to social contribution to offset (PM No. 1858/1999) -- -- -- -- Tax credits - writ of mandamus -- -- -- 117,566 Relating to negative futures market adjustments Pasep Total amount of Pasep and Cofins tax credits formed Relating to negative mark-to-market adjustments Related to negative adjustment on future transactions Total tax credits recorded Cofins Pasep Cofins 759 4,672 402 2,471 34 210 402 2,471 725 4,462 -- -- 1,901,786 2,423,637 222,195 196,068 BB-Consolidated 03.31.2009 Income tax 03.31.2008 Social contribution Income tax Social contribution Entries of the period Total income tax and social contribution tax recorded 236,957 189,965 192,752 186,464 On income tax and social contribution losses -- -- 16,140 5,810 On timing differences -- -- 35,287 12,703 Relating to social contribution to offset (PM No. 1858/1999) -- 134,805 -- 167,951 31,333 17,501 -- -- 1,955 -- 1,637 -- 203,669 37,659 139,688 -- On negative mark-to-market adjustments Tax credits abroad Tax credits - writ of mandamus Pasep Cofins Pasep Cofins Total amount of Pasep and Cofins tax credits formed 853 5,253 -- -- Relating to negative mark-to-market adjustments 853 5,253 -- -- 237,810 195,218 192,752 186,464 Total tax credits recorded BB- Domestic and Foreign branches 03.31.2009 Write-offs in the period Total IRPJ and CSLL tax credit write-offs 03.31.2008 Income Social Income Social tax contribution tax contribution 239,713 193,905 163,419 176,798 9 18 16,187 6,211 107 158 6,612 2,321 -- 134,805 -- 167,951 34,555 21,265 933 315 1,373 -- -- -- 203,669 37,659 139,687 -- Pasep Cofins Pasep Cofins Total PASEP and COFINS credits reversed 941 5,792 -- -- Relating to negative mark-to-market adjustments 941 5,792 -- -- 240,654 199,697 163,419 176,798 Relating to income tax & social contribution losses Relating to timing differences Relating to social contribution to offset (PM No. 1858/1999) Relating to negative mark-to-market adjustments Tax credits abroad Tax Credits - writ of mandamus Total tax credits reversed d) Deferred tax liabilities BB- Domestic and Foreign branches 03.31.2009 Total deferred income tax and social contribution liabilities Arising from mark-to-market adjustments Arising from foreign profits Arising from futures market transactions Arising from actuarial gains not recognized Total amount of deferred tax liabilities of Pasep and Cofins Arising from mark-to-market adjustments Arising from restatement of judicial deposits Arising from futures market transactions Arising from actuarial gains not recognized Total deferred tax liabilities 03.31.2008 Income Social Income Social tax contribution tax contribution 1,460,676 878,974 71,460 27,163 169,201 101,520 63,904 23,006 1,302 3,268 2,405 2,217 -- 82 5,151 1,940 1,290,173 Pasep 62,332 774,104 Cofins 383,584 -Pasep 19,735 -Cofins 121,441 4,614 28,393 1,743 10,723 22,534 138,673 17,845 109,814 4 23 147 904 35,180 216,495 -- -- 1,523,008 1,262,558 91,195 148,604 BB-Consolidated 03.31.2009 Total deferred income tax and social contribution liabilities 03.31.2008 Income Social Income Social tax contribution tax contribution 1,795,928 930,681 157,572 -- -- 324 117 Arising from mark-to-market adjustments 170,222 102,133 72,415 26,069 Arising from leasing portfolio adjustment 236,370 -- 72,474 10 11,331 -- 3,862 0 1,302 3,268 2,405 2,217 1,648 Arising from sale investments Entities abroad Arising from foreign profits Arising from futures market transactions 32,176 676 397 5,638 1,290,173 774,104 -- -- Others 85,854 50,779 454 2,115 Pasep Cofins Pasep Cofins Total amount of deferred tax liabilities of Pasep and Cofins Arising from mark-to-market adjustments Arising from restatement of judicial deposits 62,684 4,639 22,534 385,752 28,548 138,673 19,983 1,983 17,845 122,972 12,206 109,815 951 Arising from actuarial gains not recognized Arising from futures market transactions Arising from actuarial gains not recognized Others Total amount of deferred tax liabilities 14 86 155 35,180 216,495 -- -- 317 1,950 -- -- 1,858,612 1,316,433 177,555 155,148 e) Estimates of the realization of tax credits recorded Multiple Bank 12.31.2008 Par Value Present Value In 2009 3,578,000 3,423,000 In 2010 3,429,000 3,109,000 In 2011 3,287,000 2,834,000 In 2012 3,538,000 2,922,000 In 2013 3,481,000 2,764,000 Total tax credits 17,313,000 15,052,000 The above estimates of realization of tax credits were based on a technical study carried out as of 12.31.2008. In 2009, it was observed the realization of tax credits in Banco do Brasil in the amount of R$ 930,352 thousand, corresponding to 26.00% of the consumption forecast of technical study carried out in 12.31.2008 (R$ 3,578,000 thousand). f) Realization of Nominal Amounts of Credits The realization of nominal amounts of activated tax credits, considering the re-composition of those written off over the course of the lawsuit (70%), based on a technical study carried out by the Multiple Bank (as of 12.31.2008), is projected for 5 years, in the following proportions: Tax loss /CSLL recoverable In 2009 In 2010 In 2011 In 2012 In 2013 30% 22% 15% 16% 17% (1) Intertemporal Differences (2) 17% 19% 20% 23% 21% This study also shows the tax credits recorded as assets at present values based on the average funding rate of the Multiple Bank. (1) Projection of consumption associated with the capacity to generate taxable bases of IRPJ and CSLL in subsequent periods. (2) The consumption capacity results from the movements of provisions (expectation of reversals, write-offs and uses). g) Other information Deferred fiscal liabilities or assets, respectively, are formed on positive or negative adjustments resulting from the transactions performed in future settlement markets in the period from 1.1.2005 to 02.28.2006 (validity period of taxation on the cash basis, pursuant to art. 32 of Law 11051/2004 and art. 110 of Law 11196/2005), and will be realized as the transactions are settled. 24 - Equity in the Earnings (Loss) of Subsidiary and Associated Companies a) BB- Domestic and Foreign branches Realized Capital DESCRIPTION Stockholders’ Equity Shares (in thousand) Our Interest (%) Operational Exchange variation Equity Income Result 03.31.2009 03.31.2008 Book Value 03.31.2009 03.31.2008 SUBSIDIARIES BAMB-Brasilian American Merchant Bank Banco do Brasil AG. Viena (Áustria) (1) BB Leasing Company Ltd. BB Securities LLC Banco Nossa Caixa S.A.(2) 557,824 789,063 241,023 ON 100.00 11,104 (6,946) 4,158 3,628 789,063 575,672 102,052 262,906 188 ON 100.00 8,870 (13,350) (4,480) 7,318 262,906 94,771 -- 97,766 1,000 ON 100.00 678 (915) (237) 50 97,766 70,996 11,572 2,196 5,000 ON 100.00 (894) -- (894) (532) 2,196 4,097 2,436,603 2,886,603 76,263 ON 71.25 -- -- -- -- 2,056,704 -- 23,752 398,158 ON 100.00 2,345 -- 2,345 2,166 23,752 26,577 25,907 9,300 BB Administradora de Cartões de Crédito S.A. BB Administradora de Consórcios S.A. 14,100 26,745 14 ON 100.00 9,825 -- 9,825 8,987 26,745 BB Corretora de Seguros e Administradora de Bens S.A. 26,918 56,032 1,000 ON 100.00 22,499 -- 22,499 16,198 56,032 51,088 103,142 211,409 100,000 ON 100.00 84,823 -- 84,823 104,900 211,409 228,779 1,589,399 2,091,235 112,638 ON BB Gestão de Recursos - Distribuidora de Títulos e Valores Mobiliários BB Banco de Investimento S.A. BB Leasing S.A. - Arrendamento Mercantil BB Banco Popular do Brasil S.A. BESC Financeira S.A.- Bescredi (3) 100.00 266,684 -- 266,684 614,685 2,091,235 2,383,575 61,860 40,552 3,000 ON 100.00 (2,737) -- (2,737) 9,454 40,552 73,754 165,155 23,892 425 ON 100.00 1,055 -- 1,055 (1,277) 23,892 19,490 18,837 296,797 ON 10,168,625 7,978 ON 19,690 16,318 ON 99.58 43 -- 43 -- 18,758 -- 99.62 45 -- 45 -- 7,948 -- 99.00 150 -- 150 -- 19,493 -- 4,100 ON 99.39 (3,420) -- (3,420) (5,661) -- -- 15,473 BESC Distribuidora de Títulos e Valores Mobiliários S.A. (3) – Bescaval BESC S.A. Arrendamento Mercantil - BESC Leasing (3) Cobra Tecnologia S.A . 5,857 17,969 17,183 (70,058) 183,904 236,646 4,762 PN 21.64 (1,971) -- (1,971) (2,909) 51,210 62,839 2,045 12,662 63,931 ON 16.19 70 -- 70 -- 2,049 -- 4,569 9,452 1,600 ON 32.81 377 -- 377 -- 3,100 -- 780 474 260 ON 48.13 -- -- -- -- 228 -- -- -- 399,546 (21,211) 378,335 757,007 5,785,038 3,617,545 -- Associated Companies Cadam S.A. Cia. Hidromineral Piratuba (3) Santa Catarina Seguros e Previdência (3) Cia. Catarinense de Assessoria e Serviços – CCA (3) 520 PN Subtotal -- Abroad Foreign exchange gain/(losses) originated from branches -- -- -- -- (64,622) (64,622) 27,992 -- Increase/Decrease in participation due to other movements -- -- -- -- 261 -- 261 1,438 -- -- Total -- -- -- -- 399,807 (85,833) 313,974 786,437 5,785,038 3,617,545 (1) On 01.01.2009, was done an investment of R$149.7 millions (EUR 46.3 millions) on Bank of Brazil AG. Vienna, due to absorption of the subsidiary Lisbon. (2) Participation acquired via Nossa Caixa incorporations of March, 16 2009. (3) Incorporated values on September 2008. b) BB-Consolidated Realized Capital DESCRIPTION Stockholders’ Equity Our Interest Operational (%) Shares (in thousand) Equity Income Result Book Value 03.31.2009 03.31.2008 03.31.2009 03.31.2008 Exchange variation Provision INTEREST - BB MULTIPLE BANK ASSOCIATED COMPANIES Increase in participation due to other movements (1) -- -- -- -- -- -- -- -- 240,818 -- -- 183,904 2,045 236,646 4,762 PN 21.64 (1,971) -- -- (1,971) (2,909) 51,210 62,839 12,662 63,931 ON 16.19 70 -- -- 70 -- 2,049 -- 9,452 1,600 ON 377 -- -- 377 -- 3,100 -- 474 260 ON 32.81 48.13 -- -- -- -- -- 228 -- 50,000 98,745 20,000 ON 49.00 -- -- -- -- -- 48,385 -- -- -- -- -- (1,524) -- -- (1,524) 237,909 104,972 62,839 105,000 243,751 19,950 ON 3,343 -- -- 3,343 5,457 46,313 42,563 8,001 6,072 889 ON (130) -- -- (130) -- 675 -- 203,498 3,899 -- -- 110 110 (5,409) 4,369 4,369 -- -- -- -- 1,153 -- -- 1,153 52,753 13,577 -- -- -- -- -- 4,366 -- 110 4,476 52,801 64,934 46,932 5,542 ON 12.02 (2,310) -- -- (2,310) 149 17,714 21,602 -- (2,310) -- -- (2,310) 149 17,714 21,602 -- Associated companies Cadam S.A Cia. Hidromineral Piratuba (2) Santa Catarina Seguros e Previdência (2) Cia. Catarinense de Assessoria e Serviços - CCA (2) Mapfre Nossa Caixa Vida e Previdência S.A. (3) (4) Subtotal 4,569 780 INTEREST - BB INVESTMENT BANK Associated companies Itapebi (4) Estruturadora Brasileira de Projetos - EBP BAF S.A., in liquidation(5) Others Participation (6) Subtotal 19.00 11.11 8,427,957 ON 100.00 INTEREST OF BB GESTÃO DE RECURSOS - DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A. Associated companies Pronor (4) 154,686 147,375 Subtotal -- -- ABROAD Foreign exchange gain/losses in branches -- -- -- -- -- (64,622) -- Foreign exchange gain/losses in subsidiaries -- -- -- -- -- (21,210) -- Increase/Decrease in participation due to other movements -- -- -- -- -- -- -- Total -- -- -- -- 532 (85,832) 110 (64,622) 27,991 -- (2,495) -- -- -- 1,438 -- -- (85,190) 317,793 187,620 131,373 (21,210) (1) They refer mainly to the equity held by non-financial companies and a set of criteria of the shares of BB Investment Company Neoenergia. (2) Added Value on September/2008. (3) Related company of Bank Nossa Caixa, acquired by Bank of Brazil on 03.16.2009. (4) The data refer to the period of December/2008 to February/2009. (5) The AGM decided on 04.30.2005 to the extrajudicial liquidation of the company. From the 2nd half/2005 we stopped its evaluation by equity pickup. (6) Refers to equity pick up originated from participation on non financial companies. 25 - Related-party Transactions The costs of salaries and other benefits granted to key management personnel of the Bank Group of Australia (Management Board, Supervisory Board, Audit Committee and Executive Directors) are listed as follows: Benefits of short-term Benefits of termination of employment Total 1Q2009 3,715 586 4,301 The Bank of Brazil has no post-employment benefits, variable remuneration based on shares and other long-term benefits for your key personnel. The account balances resulting from transactions among the Bank's consolidated entities are excluded from the Consolidated Financial Statements. In relation to the majority shareholder, "Tesouro Nacional", transactions with the Federal Government and with the entities associated therewith, such as public companies, private and public joint stock companies and other federal authorities that maintain banking operations with the Bank, are included. The Bank has only normal banking transactions with these related parties, such as interest bearing and non-interest bearing deposits, loans, and sale and repurchases transactions. There are also service provision and guarantee agreements. These transactions with related parties are conducted under normal market conditions, substantially under the terms and conditions for comparable transactions with unrelated parties, including interest rates and collateral. These transactions do not involve abnormal payment risks. The Bank does not grant loans to its officers or members of its Board of Directors, Audit Committee and Fiscal Council, because this practice is prohibited in all the financial institutions regulated by Central Bank of Brazil. The resources for federal government securities, the funds and transfers of programs from public institutions are listed as Note 8 and 16 respectively. The information relating to transfers and other transactions with entities linked to employees are disclosed in Note 26. Summary of transactions with related parties Bank of Brazil's balance of assets and liabilities with related parties are as follows: 03.31.2009 Controlled ³ Joint 4 Control Outher Parts5 Related Controller ¹ Affiliates ² Total -- 28,447 102,912 -- -- 131,359 1,974,759 -- 9,576,947 -- 139,796 11,691,502 Assets Securities Loan operations Receivables from related companies -- -- 30,664 -- -- 30,664 Others Assets -- 45,252 32,709,246 -- -- 32,754,498 1,974,759 73,699 42,419,769 -- 139,796 44,608,023 Total Liabilities Demand deposits Remunerated time deposits Deposits received under security repurchase agreements Othes Liabilities 51,054 7 5,710 -- 744,456 801,227 364,553 1,430 26,907,916 -- 5,189,883 32,463,782 -- -- -- -- 3,160,536 3,160,536 -- 9,606 275,294 16,070 -- 300,970 415,607 11,043 27,188,920 16,070 9,094,875 36,726,515 Income from interest and service 39,588 7,953 665,443 -- 184,753 897,737 Expenses capture (9,860) (5) (268,775) -- (167,609) (446,249) Administrative expenses -- (1,659) (121,074) -- -- (122,733) Other expenses -- (530) (9,359) -- -- (9,889) 29,728 5,759 266,235 -- 17,144 318,866 Total STATEMENT OF INCOME Total Net (1) National Treasury and entities linked to it directly; (2) These include companies related Note 5 as identified in item (3); (3) understand the business as related items identified in Note 5 (1), (4), (5), (6), (7); (4) These include companies related Note 5 as identified in item (2); (5) Entities linked to the officials (Box Welfare of Staff of the Banco do Brasil - Previ, Fundação Codesc Social Security - Fusesc, Cash Assistance of Staff of the Bank of Brazil). 26 - Retirement and Pension and Health Plans a) Caixa de Previdência dos Funcionários do Banco do Brasil - Previ Banco do Brasil is the sponsor of Caixa de Previdência dos Funcionários do Banco do Brasil (PREVI) which provides participants and their dependents with benefits which are complementary or similar to those of the Basic Government Retirement Plan. The plans offered through PREVI include both defined contribution (Plano Previ Futuro) and defined benefit (Plan n.° 1) plans, the latter havi ng adopted the capitalization method for actuarial calculations. On March 31, 2009 Previ had 147,669 participants, with 34,651 active participants of Benefit Plan n.º1, 49,042 active participants of Plano Previ Futuro and 63,976 retirees (on March 31,2008 there were 143,767 participants, of which: 35,798 were active participants of Benefit Plan n.º1, 44,028 were active participants of Plano Previ Futuro and 63,941 were retired employees). a.1) The funding of the vested and unvested benefits is summarized as follows: Participants employed before April 14, 1967, who were not retired and who were not in a position on that date to request their retirement, contemplated in the contract signed on December 24, 1997 between the Bank and PREVI (Plan n.° 1): the sponso r assumes the commitment for the payment of pensions for this group; mathematical reserves ensuring benefits corresponding to such group are fully paid-up at Previ. The retirement benefit of this group is characterized as a defined contribution. Participants employed between April 15, 1967 and December 23, 1997 (Plan n.°1): Due to the accumulated surplus, in June 2007, the contributions of participants, beneficiaries (retirees and pensioners) and of the sponsor (Banco do Brasil) were suspended, retroactive to January 2007. This measure will be evaluated every twelve months, with its maintenance depending on the existence of the Special Reserve of Benefit Plan n.° 1, resultin g from the superavit in the Plan. Maintained the suspension until December 2009. Participants employed from December 24, 1997 (Plano Previ Futuro): active participants contribute to PREVI an amount between 7% and 17% of their contribution salary, which varies based on length of service and the amount of the contribution salary. There is no contribution for retired participants. The sponsor contributes an amount equal to the contributions of the participants, limited to 14% of the total contribution payroll of these participants. The retirement benefit of this group is characterized as a defined contribution. a.2) Effects of Benefit Plan n.° 1, based on actuarial v aluations as of December 31, 2006 and 2007 carried out by an independent actuary, and of the Plano Previ Futuro as required by CVM Resolution 371 of December 13, 2000: Equity effect (reconciliation of assets and liabilities): Specification 03.31.2009 Plan 1 1) Present value of actuarial liabilities with coverage 2) Present value of actuarial liabilities not covered 76,109,636 -- 3) Present value of actuarial liabilities (1 + 2) 4) Fair value of the plan assets 5) Present value of liabilities in excess of (less than) the fair value of the assets (3 + 4) 6) Actuarial (gains) or losses not recognized 7) Amount not recognized as (assets) / liabilities (1) 8) Net actuarial liability/(asset) recorded (5 – 6-7) 03.31.2008 Plan 1 70,572,791 -- 76,109,636 70,572,791 (104,778,828) (28,669,192) (6,540,925) (14,334,596) (7,793,671) (134,802,296) (64,229,505) (62,049,568) -(2,179,937) (1) Value calculated in accordance with paragraph 49.g of CVM Deliberation No 371/2000. The Previ Futuro Plan, being a defined contribution plan, is not required to record actuarial assets or liabilities. 1 Notes to the Financial Statements Amounts paid to Previ: 03.31. 2009 Specification Plan 1 Sponsor contributions 03.31.2008 Plan Previ Futuro (44) Total 31,786 Plan Previ Futuro Plan 1 31,742 (368) Total 25,240 24,872 The sum of R$ 44 thousand refers to adjustments to the sponsor contribution for the periods prior to January/2007. Effects on the quarter's Income Figures: 03.31.2009 Specification Plan 1 03.31.2008 Plan Previ Futuro Plan Previ Futuro Total (62,023) (164,359) -- (49,253) (49,253) -- (2,019,018) -2,820,262 --- --- --- Plan 1 Total 1) Cost of current service (with interest) -- 2) Interest on actuarial liabilities 3) Expected earnings on the plan assets --- 4) Deferment of the net earnings from assets and liabilities (2 + 3) 5) Total gross (expense)/income (1 - 2 - 3 + 4) --- -(62,023) (698,908) (62,023) --- -(49,253) -(49,253) 6) Expected contributions from participants 7) Liabilities/Assets (expense)/income --- 31,826 -- 31,826 -- -(88,008) 25,275 -- 25,275 (88,008) 8) Subtotal net (expense) /income (5 + 6 + 7) 9) Previ management fee (5% of the employers’ union dues) --- (30,197) (1,589) (30,197) (1,589) (88,008) -- (23,978) (1,262) (111,986) (1,262) 10) Effect of the net (expense)/income ( 8 + 9) -- (31,786) (31,786) (88,008) (25,240) (113,248) a.3) Main economic assumptions adopted for the actuarial calculations: Specification Real interest rate used for discounting actuarial liabilities to present value Real expected yield on plan assets Estimated salary increases: Benefit Plan 1 Plano Previ Futuro 03.31.2009 03.31.2008 6.3%p.a. 6.3% p.a. 6.3% p.a. 6.3% p.a. 0.5881% p.a. 3.4337% p.a. 0.8394%p.a. 3.3044%p.a A new mortality table, AT-83 plena, was deployed in July 2007 without causing any effects on the Bank's net income, as a result of the superavit in PREVI. b) Benefits of sole responsibility of the Bank Banco do Brasil is responsible for: (a) retirement pensions to founder participants and pension payments to survivors of participants deceased up to April 14, 1967; (b) payment of retirement supplements to the other participants employed by Banco do Brasil who retired up to April 14, 1967 or who, on that date, would have the right through length of service to retire and who had at least 20 years of effective service with the Bank; and (c) increase in the amount of retirement benefits and of pensions in addition to that provided for in the Benefit Plan of Previ, resulting from judicial decisions and from administrative decisions on account of restructuring of the job and salary plan and of incentives created by the Bank. This plan is of the defined benefit type, and adopts the capitalization regime in actuarial valuations, and had 7,874 retirees and pensioners participating on March 31, 2009 (8,112 retirees and pensioners participating on March 31, 2008). 2 Notes to the Financial Statements b.1) The cost of these benefits is totally funded by Banco do Brasil. b.2) Effects on the financial statements of Benefit Plan, based on actuarial valuations as of December 31, 2006 and 2007 carried out by an independent actuary, and of the Plano Previ Futuro as required by CVM Resolution 371 of December 13, 2000: Equity effect (reconciliation of assets and liabilities): Specification 03.31.2009 1) Present value of actuarial liabilities with coverage 03.31.2008 -- -- 2) Present value of unsecured actuarial liabilities (Plans without financial assets) 1,739,592 1,666,065 3) Present value of actuarial liabilities (1 + 2) 1,739,592 1,666,065 4) Fair value of the plan assets 5) Present value of liabilities in excess of the fair value of the assets (3 + 4) 6) Actuarial (gains) or losses not recognized 7) Net actuarial liability/(asset) to be recorded (5 - 6) -- -- 1,739,592 172,431 1,567,161 1,666,065 182,279 1,483,786 03.31.2009 03.31.2008 64,659 63,591 03.31.2009 03.31.2008 Amounts paid to Previ: Specification Total benefits paid to Previ Effects on the semester's Income: Specification 1) Cost of current service 2) Expected contributions from participants 3) Interest on actuarial liabilities 4) Actuarial (gains) or losses 5) Expected earnings on assets 6) Effect of the expense recorded (1 - 2 + 3 + 4 - 5) -- -- -(48,618) (17,436) -(66,054) -(41,995) (5,925) -(47,920) b.3) The economic assumptions adopted for the actuarial calculations are the same as those adopted for the PREVI Plan 3 (item a.3.), except regarding the adoption of mortality table AT -83., since a transitory table between GAM-71 modified and GAM-83 is used for the Informal Plan. c) Fundação Codesc de Seguridade Social - Fusesc Following the merger of Besc S.A. and Besc S.A. - Crédito Imobiliário (Bescri) by Banco do Brasil on March 31, 2009, the Bank became a successor to the sponsorship obligations for the following Private Pension Plans: a) Multifuturo I, a Defined Contribution Plan (CD) and b) Defined Benefit Plan (BD). The normal contribution by the sponsors as of December 2000 was defined as being the sum of the contributions owed by active and assisted participants, in compliance with the contributing parity between sponsors’ normal contributions and participants, as provided for in article 5 of Constitutional Amendment no. 20/1998. In addition to the funds transferred to Fusesc in order to settle Plano Multifuturo’s deficit, there is a provision of R$ 866 thousand on March 31, 2009 in connection with an actuarial deficit of active employees that remained in the Defined Benefit Plan. The provision’s value was defined in accordance with an agreement entered into with Fusesc on July 23, 2002, Clause 2”a”, item 2.2, as follows: For those who did not migrate, only the complementary contribution of funds will be paid in, required to cover the actuarial deficit, in proportion to what they contributed (Sponsor and participants) until the effective date of Constitutional Amendment no. 20. 3 Notes to the Financial Statements Multifuturo I, a Defined Contribution Plan (CD) - maintained by Fusesc, organized in June 2002 by means of the migration by participants from the Defined Benefit Plan. This plan covers 6,210 employees, of which 3,164 assisted (3,119 retired, 45 beneficiaries), and 3,046 active employees. The Defined Benefit Plan (BD) - maintained by Fusesc since 1978, structured under a joint contribution plan with other companies, intended for their employees and dependents. This plan covers 1,373 employees, of which 1,372 assisted (1,012 retired, 356 beneficiaries), and 04 active employees. On December 31, 2008 this plan had an actuarial surplus of R$ 52,633thousand. The AT-83 mortality table was used for the actuarial calculation of the Defined Benefit Plan (BD), with the December 31, 2008 base date. The key assumptions employed in the actuarial appraisal are: Specification: March 31, 2009 Real interest rate used to discount actuarial obligations to present value Real rate of return expected from the retirement and pension plans’ assets Future Nominal Growth of Salaries Annual Inflation 6.3% p.a. 6.3% p.a. 2.83% p.a. 6.48% p.a. d) CASSI - Caixa de Assistência dos Funcionários do Banco do Brasil The Bank is the sponsor of a Health Plan managed by CASSI - Caixa de Assistência dos Funcionários do Banco do Brasil. The main objective is to provide coverage for expenses related to the promotion, protection, recovery and rehabilitation of a member's health and of his/her inscribed beneficiaries. At March 31, 2009 this plan had 172,640 participants, with 91,631 active and 81,009 retired participants and pensioners (at March 31, 2008 the plan had 166,823 participants, of which 86,105 were active and 80,718 retired participants and pensioners). A contract was executed between the Bank and CASSI on 11.13.2007 aiming at reformulating the By-laws of Plano de Associados da Caixa de Assistência dos Funcionários do Banco do Brasil (Plan of Members of the Banco do Brasil Employee Welfare Fund). On account of the Agreement between the Bank and CASSI at 11.13.1997, the Bank contributed monthly a sum equivalent to 4.5p.p. of the total payroll or of the total retirement or pension plan benefit. Monthly contributions from members and pension beneficiaries amount to 3% of the total payroll or the total retirement or pension plan benefits. d.1) Effects of the Plan Cassis in the financial statements, based on actuarial revaluations made in 12.31.2007 and 12.31.2008, for external actuary, according to CVM Deliberation No. 371,12.13.2000: Equity effect (reconciliation of assets and liabilities): Specification 1) Present value of actuarial liabilities with coverage 2) Present value of unsecured actuarial liabilities (Plans without financial assets) 3) Present value of actuarial liabilities (1 + 2) 4) Fair value of the plan assets 5) Present value of liabilities in excess of the fair value of the assets (3 + 4) 6) Actuarial (gains) or losses not recognized 7) Unrecognized past service cost- Indirect Dependents 8) Unrecognized past service cost - Alteration of Plan 9) Net actuarial liability/(asset) recorded (5 - 6 - 7 - 8) 03.31.2009 03.31.2008 -4,677,766 4,677,766 -4,677,766 402,629 22,656 81,359 4,171,122 -4,547,868 4,547,868 -4,547,868 1,795,659 32,484 92,326 2,627,399 Amounts paid to Cassi: Specification 03.31.2009 Sponsor contributions 130,932 4 03.31.2008 125,466 Notes to the Financial Statements The R$ 130,932 thousand is comprised of employer contributions from active employees, retirees and pensioners, and extraordinary contribution/onlending referring to the indirect dependents, resulting from the BB and CASSI Agreement and CASSI Complementation, as follows: Active Employees: R$ 50,754 thousand, Retirees and Pensioners: R$ 74,918 thousand, Onlending: R$ 3,358 thousand and Complemento Cassi, due to Resignation Plans: R$ 1,902 thousand; The sum of R$ 125,466 thousand consists of the Employer Contributions for Active Employees: R$ 45,213 thousand and Retirees and Pensioners: R$ 76,224 thousand, Onlending – R$ 2,520 thousand, extraordinary contribution - R$1,509 thousand Effects on the quarter's Income: Specification 1) Cost of current service (with interest) 2) Expected contributions from participants 3) Interest on actuarial liabilities 4) Actuarial (gains) or losses (1) 5) Unrecognized past service cost 6) Expense withi Active Eployees 7) Expenses with Extraordinary Contribution 8) Expected return on assets 9) Effect of the expense recorded (1 - 2 + 3 + 4 + 5 + 6 + 7 - 8) 03.31.2009 03.31.2008 (15,366) -(135,492) -(2,478) (50,754) (13,760) -(217,850) (9,417) -(120,565) (22,282) (2,720) (45,213) (13,193) -(213,390) (1) There was no record in 1st quarter of 2009 due to the recognition as of 12.31.2008 in the amount of R$ 1259,381 million based in the application of systematic method for recognition of actuarial loss faster (Note 29.e.3) as permitted by CVM Deliberation No. 371/00. d.2) The economic assumptions adopted for the actuarial calculations are the same as those adopted for the PREVI Plan (item a.3.). e) Policy for the recognition of actuarial gains and losses In accordance with CVM Deliberation 371, the actuarial gains or losses to be recognized as income or expense in a defined benefit plan are the amount of unrecognized gains and losses that exceed, in each period, the higher of the following limits: - 10% of the present value of the total actuarial liability of the defined benefit; or 10% of the fair value of plan assets. e.1) Benefits of Sole Responsibility of the Bank: Actuarial losses relating to these benefits are being recorded in the same year the actuarial calculation is made because the persons involved are all former employees, and thus there is no remaining length of service to amortize. e.2) CASSI Actuarial Liability: the actuarial losses relating to this liability are recognized over the average remaining work period estimated for the employees participating in the plan (15.9 years as of 12.31.2007 and 16,85 as of 12.31.2008). e.3) As permitted in CVM Deliberation no. 371/2000, the Bank will verify, in recognizing actuarial gains, if there is an amount of actuarial losses not recognized above corridor in other postemployment plans. Should this amount exist, the value to be amortized in the Bank's income will be the greater between a) the amount of actuarial losses not recognized above the corridor up to the value of the actuarial gain recognized in other plan, and b) the actuarial loss determined according to description in previous items. 5 Notes to the Financial Statements f) Summary of Assets/Liabilities of Previ and Cassi 03.31.2009 Specification (Expense) income Transfer between recorded in the Amortization/ Use unamortized Sponsor of the Actuarial income statement contributions reserves and considering Assets and Parity advanced made in the year Fund Assets actuarial amortization adjustments Actuarial liability/ (asset) on 01.01.2009 A Actuarial asset CVM 371 B C (7,793,671) -- D Actuarial liability/ (asset) on 03.31.2009 F= (A-B+C+D+E) E -- -- -- (7,793,671) -- -- -- -- -- -- (12,103,281) 309,814 304,960 -- -- (12,108,135) Unamortized reserves (1997 contract) 12,103,281 (309,814) (304,960) -- -- 12,108,135 Parity Fund Asset (2,195,802) 56,600 -- (44) -- (2,252,446) Actuarial liability in respect of the Informal Plan (sole responsibility of the Bank) 1,565,632 (66,054) -- -- (64,525) 1,567,161 CASSI actuarial liability 4,096,062 (153,336) -- -- (78,276) 4,171,122 -- (13,760) -- -- -- 13,760 Actuarial asset/liability (1997 contract) Advanced amortization (1997 contract) Cassi Agreement 03.31. 2008 Specification (Expense) income Transfer between Sponsor Amortization/ Use recorded in the unamortized contribution income statement of the Actuarial reserves and verted/ Assets and Parity considering advanced compensated in actuarial Fund Assets amortization the quarter adjustments Net Liabilities/ (Assets) as of 01.01.2008 A Actuarial asset CVM 371 Actuarial asset/liability (1997 contract) B C (2,268,313) -- D -- F= (A-B+C+D+E) E 88,376 Actuarial liability/ (asset) on 03.31.2008 -- (2,179,937) -- -- -- -- -- -- (11,912,949) 368,901 293,177 -- -- (11,988,673) Unamortized reserves (1997 contract) 11,912,949 (368,901) (293,177) -- -- 11,988,673 Parity Fund Asset Actuarial liability in respect of the Informal Plan (sole responsibility of the Bank) CASSI actuarial liability (2,440,534) 76,159 -- (368) -- (2,517,061) 1,499,458 (47,919) -- -- (63,591) 1,483,786 2,551,159 (154,984) -- -- (78,744) 2,627,399 -- (13,193) -- -- -- 13,193 Advanced amortization (1997 contract) Cassi Agreement g) Impacts on Net Income Resulting from the Review of the Calculations of Actuarial Assets and Liabilities according to CVM Resolution 371/00 Banco do Brasil issued a public announcement on 1.23.2009 notifying the Market that it had reviewed the calculations of its actuarial assets and liabilities according to CVM Resolution 371/00, of the Securities Commission, and as a result of CGPC Resolution nº 26, of the Supplementary Pension Steering Committee, of 9.29.2008. This review resulted in the accounting of part of the unrecognized actuarial gains of the Retirement and Pension Plan (Benefit Plan nº 1, of Previ), of unrecognized actuarial losses of the Health Care Plan (Cassi) and the respective deferred tax effects in conformity with the publication of Provisional Measure no. 453, of 1.23.2009. Resolution CVM 371, in line with international accounting principles, determines the recording of a liability when the sum of obligations exceeds the amount of assets from the benefit plan, and of an asset, when the sum of assets exceeds the amount of obligations of the plan. In the latter circumstance, the asset should only be recorded when there is evidence that it may effectively reduce the sponsor's contributions or that it will be reimbursable in the future, as established in aforesaid 6 Notes to the Financial Statements Resolution. Resolution CGPC nº. 26 served to throw light on issues relating to the interpretation of the right of sponsors and of participants to the surplus resources originating from the contributions (and from their yields) of both parties. According to that Resolution, the surplus should be assigned to the sponsors and participants in proportion to the contributions made. Certain trade associations and other associations filed lawsuits challenging the legality of CGCP Resolution nº. 26, whereas in some of them the request for a preliminary injunction to suspend the effects of aforesaid resolution was refused, while in others the request was granted. Bank management, based on the opinion of its legal advisors, understands that CGCP Resolution nº. 26 is of a legitimate nature, and that the Judiciary will conciliate the understanding in relation to the right and form of division of the surplus as defined in the abovementioned resolution. In view of the various lawsuits filed in relation to CGPC Resolution nº. 26, Banco do Brasil understands that although this norm has thrown light on some issues theretofore under discussion, mainly as regards the amounts to be assigned to the sponsors and participants in the case of existence of surplus at the supplementary pension entities, this Resolution does not alter the definitions existing in the current regulations, therefore not producing effects on the need for records of the actuarial assets and liabilities required by public institutions, regulated through CVM Resolution 371/00. As regards the actuarial losses of the Health Care Plan, these are part of the sum that the Bank is required to record in its liabilities, corresponding to the future contributions of all the employees corresponding to their retirement phase. The accrual basis requires that these expenses be recorded while the employees are still active, even if the payments are made monthly, in the future. The Bank had already been appropriating these losses, also in the form of CVM Resolution 371, since 2001, as contained in note nº 26-"d" to its balance sheet of 6.30.2008. Since the aforesaid Resolution allows the quicker recognition of these losses, the Bank opted to do so in this manner. Specification 2008 Retirement and Pension Plan - Accounting of part of the unrecognized actuarial gains Health Care Plan - Accounting of unrecognized actuarial losses Parity Fund Assets - Reversal of revenue Tax effects Impact on Net Income for the Year 2008 7 5,412,367 (1,259,381) (86,356) (1,546,163) 2,520,467 27 - Compensation Paid to Employees and Management Lowest salary Highest salary Average salary (1) Management President Vice-President Director 1Q 2008 1Q 2007 1,296.75 23,817.90 4,568.42 1,178.63 22,023.00 3,577.63 37,469.40 33,841.50 28,943.40 28,700.40 25,859.10 22,023.00 (1) In April 2008 the remuneration model for the members of the Executive Board was simplified by including in their remuneration the value of benefits that were previously granted by the General Assembly of Shareholders. As a result of this change, the benefits are no longer being granted. 28 - Assignment of Employees to External Organizations Federal government assignments are regulated by article 93 of Law 8112/1990 (amended by Law 9257/1997), by Decree 925/1993, and by PGFN/CJN Note 088/1996 issued by the General Counsel of the Federal Treasury. Labor unions: assignments occur in cases prescribed in the Collective Labor Agreement or by commitments assumed as a result of salary negotiations: Other organizations/entities: assignments occur as a result of agreements of strategic business interest of the Bank. 1Q2009 Employees assigned (1) 1Q2008 Cost for the period Employees assigned (2) Cost for the period With costs for the Bank Federal Government Labor unions Other organizations/entities: 12 160 3 608 3,632 296 13 131 3 650 2,937 245 Without cost to the Bank Federal, state and municipal governments External organizations (Cassi, FBB, Previ) Employee entities Subsidiary and associated companies 285 712 60 300 ----- 286 683 45 321 ----- Total (1) Balance at 03.31.2009 (2) Balance at 03.31.2008 1,532 4,536 1,482 3,832 29 - Commitments, Responsibilities and Contingencies a) Contingent liabilities Labor Lawsuits The Bank is a party in labor lawsuits mainly filed by former employees or trade unions of the industry. Allowance for probable losses represent various claims, such as: Severance pay, overtime, Supplement per Job and Representation, Supplement per Individual BACEN 40% (matching the employees of BACEN) and others. Fiscal Lawsuits The Bank is subject to a number of challenges by the tax authorities in relation to taxes, which can give rise to assessments of the jurisdiction in which taxes are incurred or the sum of taxable income or deductible expense. Most of the lawsuits originating from tax assessment notices relate to ISSQN, CPMF, CSLL, IRPJ and IOF, and, some are guaranteed by cash or in properties. Civil Lawsuits The most signficiant lawsuits classified as probable losses are those aimed at the collection of the difference between the actual rates of inflation suffered and the rate utilized for inflation correction of financial investments during the period of the Economic Plans (Collor Plan, Bresser Plan and Summer Plan). The activities in provision for contingent liabilities were as follows: BB- Domestic and Foreign branches Labor claims Opening balance Constitution (1) Provision/(reversal) Provision used Added value (2) Closing balance Tax claims Opening balance Constitution (3) Provision/(reversal) Provision used Added value (2) Closing balance Legal Claims Opening balance Constitution (1) Provision/(reversal) Provision used Added value(2) Closing balance BB-Consolidated 1Q2009 1Q2008 1Q2009 1Q2008 2,456,461 1,034,276 (48,562) (103,256) -3,338,919 2,455,538 122,464 (55,277) (114,159) -2,408,566 2,475,231 1,035,770 (49,364) (103,256) 856,175 4,214,556 2,455,538 137,248 (55,277) (114,159) -2,423,350 122,456 14,491 (6,863) (110) -129,974 88,638 29,210 (28,685) (12) -89,151 1,004,031 65,152 (7,372) (110) 284,500 1,346,201 132,076 648,292 (29,452) (12) -750,904 1,719,947 626,130 (7,062) (20,195) -2,318,820 1,244,693 81,687 -(19,882) -1,306,498 1,760,175 635,652 (12,122) (20,528) 1,136,072 3,499,249 1,277,578 67,314 (16) (20,008) -1,324,868 (1) In March 2009, there was an increase of R$921,230 thousand in labor demands, and R$ 445,802 thousand in civil claims, based on periodic reviews of the impacts generated by property proceedings in which the Bank of Brazil appears as defendant, author or party. (2) Demands labor, tax and civil Nossa Caixa Bank, acquired by Bank of Brazil on 03.16.2009. st (3) Included in the Consolidated BB 1 quarter of 2008, provisions of R$263,036 thousand (Alliance do Brasil), R$ 135,888 thousand (Brasilveículos) and R$ 88,972 thousand (Brasilcap), included in consolidation from that quarter . These provisions relate to, basically, the question as to the legal incidence of income tax of these companies. 1 Notes to the Financial Statements b) Contingent tax liabilities – Possible Labor Lawsuits The labor lawsuits are classified as exempt from possible formation of provision and represent multiple applications claimed, as compensation, overtime, Additional Function and Representation, and others. Tax Lawsuits The issues of tax disputes are considered as possible formation of an exempt account and claimed several applications such as: ISSQN, recoveries and other tax obligations from the Federal Revenue Secretariat and Institute of Social Security. The main constraints are caused by: - Plowed case of violation by the Internal Revenue Service in the face of no withholding tax and noncollection of the IR on the salary allowances paid to employees. - Plowed case of violation by the National Institute of Social Security, not for the collection of contributions levied on wage allowance, conversions in cash and shares in profits and results of staff. - Case of violation by plowed Farms Estate Cities in Belo Horizonte (MG) and São Paulo (SP), relating to charges of ISSQN. Civel Lawsuits In civil actions in nature there are actions that seek to recover the difference between the inflation and the index used to fix the financial applications during the period of economic plans (Collor Plan, Plan Bresser and Summer). The provision for contingencies classified as possible were as follow: BB- Domestic and Foreign branches Labor claims Tax Claims BB-Consolidado 03.31.2009 267,628 03.31.2008 394,902 03.31.2009 267,965 03.31.2008 394,902 2,313,533 1,980,079 2,394,407 2,055,755 3,469,766 1,883,533 3,498,125 1,902,617 Cível Claims(1) (1) The increase in the balance due to the increase of actions aimed at recovery of the differences between inflation and the index used to fix the financial applications over the economic plans (Collor Plan, Bresser and Summer Plan Plan). c) Guarantee of Deposits in Resources The balances of deposits made as security for contingencies probable, possible and / or remote are: BB- Domestic and Foreign branches BB-Consolidado 03.31.2009 03.31.2008 03.31.2009 03.31.2008 Labor claims 1,695,715 1,648,779 2,175,877 1,666,297 Tax Claims 3,116,040 3,361,889 4,375,733 3,903,137 Cível Claims(1) 1,213,066 981,346 2,038,054 1,160,362 d) Contingent tax assets The Bank has filed lawsuits for reimbursement of taxes paid in error that will only be recognized in the financial statements if the Bank obtains a favorable outcome, in conformity with item 25 of 2 Notes to the Financial Statements Deliberation CVM n.º 489, of 10.03.2005. We emphasize the most important lawsuits not yet recorded: - Unconstitutionality of Income Tax on Net Income paid in 1989 and in the 1st six months of 1992, of the amount of R$ 12,816 thousand; - Tax on Financial Transactions (IOF) - Law 8033/1990 (Price-level restatement), of the amount of R$ 199,131 thousand. e) Legal Obligations The Bank has a provision of the amount of R$ 10,853,384 thousand (R$ 9,608,927 thousand on 03.31.2008) relating to the proceeding of full carry-forward of the accumulated tax loss of Income Tax and of the negative bases of Social Contribution Tax, the enforceability of which has been suspended due to the judicial deposits made since the beginning of the suit. This amount is recorded in “Other Liabilities - Taxes and Social Security Charges”. f) Other Commitments The Bank is the sponsor of Fundação Banco do Brasil whose purpose is the promotion, support, advancement and sponsorship of educational, cultural, social, philanthropic, and recreational/sporting activities, as well as the promotion of research activities of a technological and scientific nature, and rural and urban community assistance services. During the first quarter of 2009, the Bank didn’t make any contribution to the Fundação Banco do Brasil. Guarantees to third parties, for a fee and with counter-guarantees from the beneficiaries guarantees, sureties and bonds - amounted to R$ 6,503,670 thousand at March 2009 (R$ 4,733,920 thousand at March 31, 2008). A provision of R$ 47,581 thousand, recorded in “Other Liabilities”, is considered sufficient to cover any potential loss arising on these guarantees. Available credit lines for loan and lease operations amount to R$ 42,689,026 thousand (R$ 35,898,385 thousand at March 31, 2008). The confirmed import and export letters of credit total R$ 805,585 thousand (R$ 560,398 thousand at March 31, 2008). The Bank is the operator of the Fund for Sectorial Investments (FISET), with net assets of R$ 2,186 thousand (R$ 2,212 thousand at March 31, 2008), and is the manager of the Public Service Employee Savings Program (PASEP), with net assets of R$ 1,806,746 thousand (R$ 1,581,250 thousand at March 31, 2008). The Bank guarantees the latter a minimum remuneration equivalent to the Long-Term Interest Rate (TJLP). Despite the reduced level of risk to which its assets are subject, the Bank contracts insurance cover for its assets in amounts considered sufficient to cover any losses. 3 30 - Risk Management and Regulatory Capital a) Risk Management Process Banco do Brasil considers the management of risks and of capital the main vectors for the decision-making process. In the Banco do Brasil, collegiate risk management is performed completely apart from the business units. Risk and concentration policies are specified by the Bank's Board of Directors and by the Global Risk Committee (CRG), which is a discussion group composed by the President and by Vice-Presidents. Actions for implementing and monitoring guidelines issued by the CRG are directed at specific sub-committees (Credit, Market, and Operations), which are groups formed by Directors. To find out more about the risk management process at Banco do Brasil, access the website bb.com.br/ri b) Credit Risk Credit Risk is associated with the possibility of loss resulting from uncertainty regarding the receipt of amounts agreed on with borrowers, counterparts of contracts or issues of securities. For alignment with the best practices of credit risk management and to increase efficiency in the management of its economic capital, Banco do Brasil uses risk and return metrics as instruments for dissemination of the culture at the Institution, present throughout its loan process. c) Market Risk Market Risk reflects the possibility of loss that can be caused by changes in the behavior of interest and exchange rates and of prices of shares and commodities. Financial Instruments – Market Value The table below presents financial instruments recorded in equity accounts, compared to market value: BB-Consolidated 03.31.2009 03.31.2008 Book value Market Value Short-term interbank deposits 131,796,199 Securities 109,176,901 Unrealized gain/loss, net of tax effects On Income On Stockholders´ Equity Book value Market Value 131,787,450 72,688,803 72,509,573 (8,749) (179,230) (8,749) (179,230) 109,429,730 80,590,378 80,603,124 422,531 69,935 252,829 28,675 -- -- -- -- 169,702 39,260 -- -- -- -- -- -- 252,829 28,675 252,829 28,675 03.31.2009 03.31.2008 03.31.2009 03.31.2008 ASSETS Adjustment of securities available for sale (Note 9.a) Adjustment of securities held to maturity (Note 9.a) Derivative financial instruments Loan operations 1,416,680 1,416,680 899,219 899,219 -- -- -- -- 205,375,913 205,265,474 149,507,406 148,979,730 (110,439) (527,675) (110,439) (527,675) (141,386) LIABILITIES Interbank deposits 8,406,038 8,370,578 6,247,132 6,388,518 35,460 (141,386) 35,460 Time deposits 178,487,442 178,524,046 73,281,591 73,201,443 (36,604) 80,148 (36,604) 80,148 Obligations related to Committed Operations 106,452,192 106,215,499 99,716,262 98,835,775 236,693 880,487 236,693 880,487 32,314,876 32,333,462 21,501,402 21,538,872 (18,586) (37,470) (18,586) (37,470) 3,163,686 3,166,950 1,875,734 1,876,094 (3,264) (360) (3,264) (360) 106,422,442 106,137,136 70,263,996 69,700,114 285,306 563,882 285,306 563,882 802,349 721,077 632,647 667,071 Borrowings and onlendings Derivative financial instruments Other liabilities Unrealized gain/loss, net of tax effects Notas Explicativas às Demonstrações Contábeis Financial Instruments Short-term interbank investments: The market value was obtained by future cash flows discount, adopting interest rates exercised by the market in similar operations in the balance sheet date. Securities: Securities and derivative financial instruments are accounted for by the market value, as provided for in BACEN Circular 3068 of 11.08.2001, excluding from such criterion, securities held to maturity. Determination of securities' market value, including those held to maturity, is obtained according to rates collected at the market. Loan operations: Operations remunerated at pre-fixed rates have been estimated through future cash flow discount, adopting for such, interest rates utilized by the Bank for contracting of similar operations in the balance sheet date. For operations of such group remunerated at post-fixed rates, it was considered as market value the book value itself due to equivalence among them. Interbank deposits: The market value has been calculated through discount of the difference between future cash flows and rates currently applicable in the pre-fixed operations market. In case of post-fixed operations which maturities did not exceed 30 days, the book value was deemed to be approximately equivalent to the market value. Time deposits: The same criteria adopted for interbank deposits are utilized in the determination of the market value. Deposits received under security repurchase agreements: For operations at pre-fixed rates, the market value was determined calculating the discount of the estimated cash flows adopting a discount rate equivalent to the rates applicable in contracting of similar operations in the last market day. For post-fixed operations, book values have been deemed approximately equivalent to market value. Borrowing and onlendings: Said operations are exclusive to the Bank, without similarity in the market. In face of their specific characteristics, exclusive rates for each fund entered, inexistence of an active market and similar instrument, the market values of such operations are equivalent to the book value. Other liabilities: Market values have been determined by means of the discounted cash flow, which takes into account interest rates offered in the market for obligations which maturities, risks and terms are similar. Other financial instruments: Included or not in the balance sheet, book values are approximately equivalent to their correspondent market value. Derivatives: According to BACEN Circular 3082, of 1.30.2002, derivatives are recorded at market value. Determination of derivatives' market value is estimated in accordance with an internal pricing model, with the use of the rates disclosed for transactions with similar terms and indices on the fiscal years' last business day. Sensitivity Analysis (CVM Instruction no. 475 dated December 17, 2008) In line with best market practices, Banco do Brasil manages its risks in a dynamic manner, seeking to detect, assess, monitor, and control market risk exposures in its own positions. To this end, the Bank takes into account the risk limits defined by the Strategic Committees and likely scenarios, to act in a timely manner in reversing any occasional adverse results. In accordance with CMN Resolution no 3464/07 and with Bacen Circular no. 3354/07, and in an effort to manage more efficiently its transactions exposed to market risks, Banco do Brasil separates its transactions as follows: 2 Notas Explicativas às Demonstrações Contábeis 1) Trading Book: consisting in all the transactions in its own position undertaken as business deals or intended as a hedge for its trading portfolio, for which there is an intention of trading prior to their contractual expiry, subject to normal market conditions and that do not have a non-trading clause. 2) Banking Book: consisting in transactions not classified in the Trading Book and the key feature of which is the intention of keeping these transactions until expiry. The sensitivity analysis for all the operations with assets and liabilities of the balance sheet, in compliance with CVM Instruction n.º 475/2008, of 12.17.2008, does not adequately reflect the management of market risks adopted by the Institution, and does not represent the Bank’s accounting practices. In order to determine the sensitivity of the Bank's capital to the reflexes of market trends, simulations were performed with three likely scenarios, two of which with an ensuing adverse outcome for the Bank. The scenarios employed are seen as follows: Scenario I: Likely situation. Considering macro-economic factors and market information (BM&F, Bovespa, Andima, etc.). Assumptions employed Real /US dollar exchange rate of R$ 2.27 and a -1.0% parallel shock in risk variables, based on market conditions seen on March 31, 2009. Scenario II: Likely situation. Assumptions employed 25.0% parallel shock in risk variables, based on market conditions seen on March 31, 2009, and in the chart below were presented the worst results by risk factor. Scenario III: Likely situation. Assumptions employed a 50.0% parallel shock in risk variables, based on market conditions seen on March 31, 2009, and in the chart below were presented the worst results by risk factor. In the table below may be seen a summary of the Trading Portfolio profit figures (Trading), which included public and private securities, derivatives financial instrument and funding based on transactions subject to repurchase agreements: R$ thousand Trading Portfolio 31.03.2009 Scenario I (Probable) Risk Factor * Concept Prefixed rate Risk of variation of prefixed interest rates Rate Variation Income Reduction 22,782 Increase Risk of variation of exchange rates Risk of variation of TR (Referential Rate) and TBF (Basic Financial Rate) coupon Risk of variation of price index coupons Foreign currency coupons Risk of variation of foreign exchange coupon Exchange variation TR/TBF Price Indexes Scenario II Rate Variation Scenario III Income Rate Variation Income Increase (102,832) Increase (197,283) (172) Increase (143) Increase (286) Reduction (3,594) Reduction (44,927) Reduction (89,854) Stable -- Increase (4,148) Increase (7,505) Reduction 509 Increase (17,527) Increase (34,329) Trading Portfolio composed of public and private bonds, derivative instruments, and funds obtained by means of repurchase agreements. In the case of transactions classified in the Banking Book, appreciations or depreciations resulting from changes in interest rates practiced in the market do not imply in a significant financial and bookkeeping impact on the Bank's income. This is so because this portfolio is composed chiefly of loan operations (consumer credit, agribusiness, working capital, etc.); retail funding (demand, time, and savings deposits), and securities, which are recorded in the books according to the agreed on rates when contracting these operations. In addition, it should be pointed out that these portfolios have as their key feature the intention of helding the respective 3 Notas Explicativas às Demonstrações Contábeis positions to maturity, and hence they are not subject to the effects of fluctuating interest rates, or the fact that such transactions are naturally related to other transactions (natural hedge), hence minimizing the reflexes of a stress scenario. In the table below may be seen a summary of the Trading Portfolio (Trading) and Non-Trading Portfolio (Banking) : R$ thousand Trading and Banking Portfolio 31.03.2009 Scenario I (Probable) Risk Factor * Concept Prefixed rate Risk of variation of prefixed interest rates Risk of variation Foreign currency coupons exchange coupon Exchange variation(1) TJLP TR/TBF Price Indexes of foreign Risk of variation of exchange rates Risk of variation of long-term interest rate (TJLP) coupon Risk of variation of TR (Referential Rate) and TBF (Basic Financial Rate) coupon Risk of variation of price index coupons Scenario II Scenario III Rate Variation Income Rate Variation Income Rate Variation Income Reduction 880,507 Increase (2,054,673) Increase (3,997,351) Increase (62,364) Increase (132,840) Increase (255,038) Reduction 690 Increase (8,620) Increase (17,240) Reduction (129,500) Reduction (153,321) Reduction (316,672) Reduction (586,974) Reduction (1,562,737) Reduction (3,407,799) Reduction 378,147 Increase (591,344) Increase (1,117,943) (1) Net tax purpose. The scenarios used for preparing the framework of sensitivity analysis must necessarily use situations of deterioration of at least 25% and 50% for variable risk for isolation, as determined by CVM Instruction No. 475/2008. Therefore, the analysis of the results is impaired. For example, simultaneous shocks of increase in the rate of advance and reduction in interest coupon of TR are not consistent from a macroeconomic. In particular with regard to derivative transactions found in the Banking Book, these do not represent a relevant market risk to Banco do Brasil, as these positions originated mainly to fulfill the following situations: - Change of the indexation of funding and lending transactions performed to meet customer needs; - "Tax Hedge " consisting in eliminating the volatility risk to the Bank's profit figures owing to the fiscal effect on foreign currency variations in connection with overseas investments (gains in exchange variations on overseas investments are not taxed, and similarly losses do not create tax deductions). As a result, any exchange rate variation will affect the account that records the derivative contrary to the effect recorded in the investment account, i.e.: the exchange variation's effect will be zero; - Market risk hedge with purpose and efficacy as described in Note no. 8b. Also in this transaction, the interest and exchange rate variations have no effects on the Bank's income. The Bank of Brazil did not enter into any transaction likely to be classified as an exotic derivative, as described in CVM Instruction no. 475 - Attachment II. d) Liquidity Risk - this type of risk takes two forms: market liquidity risk and cash flow liquidity risk (funding). The first is the possibility of loss resulting from the incapacity to perform a transaction in a reasonable period of time and without significant loss of value. The second is associated with the possibility of a shortage of funds to honor commitments assumed on account of the mismatching between assets and liabilities. e) Operating Risk reflects the possibility of loss resulting from faults, deficiencies, or the inadequacy of internal processes, personnel and systems, or external events. This concept includes legal risks. 4 Notas Explicativas às Demonstrações Contábeis f) Other Risks Legal Risk: can be defined as the possibility of loss resulting from fines, penalties or compensation, resulting from lawsuits of supervision and control bodies, as well as loss resulting from an unfavorable decision in lawsuits or administrative proceedings. Panorama Risk: results from the possibility of loss arising from changes observed in the political, cultural, social, economic or financial conditions of Brazil or of other countries. − Strategic Risk - risk of loss due to the failure of strategies adopted, taking into account the dynamics of business and of competition, political alterations in the country and outside it and alterations in the national and world economy. − Country Risk - risk of loss due to political, cultural, social, financial/capital flow/or economic alterations in other countries with which there is some kind of economic relationship, particularly investments. − Systemic Risk - risk of loss due to financial difficulties of one or more institutions that provoke substantial damage to others, or discontinuation of the normal running of operations of the Brazilian Banking Industry - SFN. Image Risk: possibility of loss resulting from the institution having its name sullied with the market or authorities, due to negative publicity, whether true or not. e) Regulatory Capital The BIS ratio of 03.31.2009 was determined according to the criteria established by CMN Resolutions 3444/2007 and 3490/2007, which address the calculation of Referential Equity Amount (RE) and of Required Referential Equity Amount (RRE), respectively. We present below the calculation of the BIS ratio, pursuant to regulations in force and applicability as of July/2008: 03.31.2009 Economic Financial Financial RE - REFERENTIAL EQUITY AMOUNT Nível I Shareholders' equity Revaluation reserves Deferred Assets Mark-to-market Tax credits excluded from Level I of RE Tax credits exceeding 40% RE level I Level II Mark-to-market Financial instruments excluded from RE Subordinated Debt Qualifying as Capital Funds obtained from the FCO Funds obtained abroad Funds obtained from the CDB Hybrid Capital and Debt Instruments Revaluation reserves RRE - Required Referential Equity Amount Credit Risk Market Risk Operating Risk Surplus/(Insufficiency) of stockholders' equity: RE - RRE BIS Ratio: (RE x 100)/ (RRE / 0.11) 47,643,740 32,914,524 31,693,179 (14,509) (562,372) (97,458) (22,477) 1,918,161 14,729,216 97,458 (859,229) 14,342,422 11,434,133 665,441 2,242,848 1,134,056 14,509 34,878,510 33,553,875 169,754 1,154,881 12,765,230 15.03 48,386,056 32,914,867 31,689,058 (14,492) (557,925) (97,458) (22,477) 1,918,161 15,471,189 97,458 (117,239) 14,342,422 11,434,133 665,441 2,242,848 1,134,056 14,492 34,561,884 33,237,249 169,754 1,154,881 13,824,172 15.40 5 Notas Explicativas às Demonstrações Contábeis Follow the main indicators of 12.31.2007, in conformity with CMN Resolution 2099 of 1994: 03.31.2008 Econômico Financeiro Referential Equity Amount Required Referential Equity Amount BIS Ratio Surplus/(Insufficiency) of stockholders' equity 35,934,495 26,924,788 14.68 9,009,707 Financeiro 36,386,855 26,196,115 15.28 10,190,740 As presented in connection with note 22.c.5, in the event of success in the lawsuit for full compensation of accumulated tax loss of Income Tax and of negative bases of Social Contribution, there would be a positive impact on the BIS Ratio of the consolidated financial statement of 1.92 p.p (from 15.40 % to 17.32%). 6 31 - Other Information a) New Market At 5.31.2006, Banco do Brasil signed a contract with the São Paulo Stock Exchange for adhesion to the New Market segment of Bovespa, which assembles a group of companies with the best corporate governance practices in Brazil. Moreover, Banco do Brasil, its Shareholders, the Officers, and the members of the Audit Committee undertake to resolve all and any dispute or controversy related with the New Market Listing Regulation by means of the Arbitration Chamber of the Bovespa Market, in conformity with a commitment clause contained in the By-laws of Banco do Brasil. b) Distribution of Dividends and/or Interest on Own Capital During a meeting held on 2.18.2008, the Board of Directors approved the setting, for the year 2009, of the payout rate equivalent to the minimum percentage of 40% of net income, fulfilling the policy for payment of dividends and/or interest on own capital on a quarterly basis, pursuant to art. 43 of the Bank's By-Laws. c) New Market - Extension of Deadline (Free Float) On 03.26. 2009, the BM & FBovespa granted the request for a new term framework for the minimum percentage of shares outstanding of the Bank of Brazil, under the Listing Rules of the Novo Mercado (free float = 25p.p.). With the new term, the Bank of Brazil will have to 06.28.2011 to reach the minimum percentage of shares outstanding required by the regulation. d) Partnership with Banco Votorantim On 01.09.2009, the Bank of Brazil SA and Votorantim Finance established strategic partnership, signing instrument of particular contract of sale and subscription of shares between them, through which the Bank of Brazil will hold participation equivalent to 49.99 % of voting capital and 50.00% of the total capital of Banco Votorantim SA The transaction will be done through: (i) acquisition by Bank of Brazil, of 33,356,791,198 common shares issued and Votorantim Bank's property Votorantim Finance for the price of $ 3.0 billion, (ii) subscription by the Bank of Brazil, 7,412,620,277 new shares issued by Banco Votorantim the value of $ 1.2 billion. e) Studies of the Incorporation Banestes S.A. On 02.05.2009, the Bank of Brazil SA and the proposed Government of the State of Espírito Santo accepted starting dealings, without any binding effect, aiming to acquire the controlling shareholder of the Bank SA Banestes the State of Espirito Santo for the first, with their subsequent incorporation corporate. f) Besc – Approved by Bank of Brazil The Central Bank of Brazil announced by Board House’s decision of 01.23.2009 approved the Bank of Brazil merger of Besc and Besc SA Credit Property - Bescri through the release of all its assets and the consequent extinction, and succeeded them the Bank of Brazil (embedded) in all rights and obligations. g) Management of Investment Funds At the end of March, 2009, BB Gestão de Recursos - Distribuidora de Títulos e Valores Mobiliários S.A. wholly-owned subsidiary of Banco do Brasil S.A., exhibited a portfolio of R$ 259.3 billion (R$ 241.3 billion on 03.31.2008), distributed among 412 investment funds and 21 managed portfolios. 1 Notes to the Financial Statements h) Resources Consortia Prediction of resources to receive monthly consortium Obligations of the group for contributions Consortium - goods to contemplate (In Units) Number of groups administered Number of active consortium Quantity of goods delivered to the consortium Quantity of goods in the period 03.31.2009 02.31.2008 39,487 1,683,782 1,536,466 43,786 1,577,802 1,472,486 337 125,885 20,761 331 155,683 27,554 7,801 12,541 i) Shares BB shares In the market on 03.31.2009 Total Quantity (1) 557,415,656 2,568,186,485 (1) Pursuant to the regulation of the New Market of Bovespa. 2 % 217 100.0 \ Banco do Brasil S.A. Independent Auditors’ report on limited review Quarter ended March 31, 2009 (A free translation of the original report in Portuguese as published in Brazil containing quarterly financial information prepared in accordance with accounting practices adopted in Brazil) Independent Auditors’ report on limited review To The Board of Directors, Shareholders and Management Banco do Brasil S.A. Brasília - DF 1. We have conducted a limited review of the balance sheets of Banco do Brasil S.A., individual and consolidated, as of March 31, 2009 and 2008, and of the related statements of income, changes in shareholders’ equity, statements of cash flows and of added value for the quarters then ended, which are the responsibility of its management. 2. Our limited review was carried out in accordance with the specific rules established by the Brazilian Institute of Independent Auditors (IBRACON), and consisted mainly of the performance, involving the ones responsible for the accounting and financial areas, of analytic review procedures of the financial data and of the verification of the criteria adopted in the preparation of the aforementioned financial statements. Considering that our review does not represent an examination in accordance with the accounting practices applicable in Brazil, we are not expressing an opinion on the aforementioned financial statements. 3. Based on our limited reviews, we are not aware of any material changes that should be made in the aforementioned financial statements for them to be in accordance with accounting practices adopted in Brazil. 4. As per Note 2, some reclassifications of balances have been carried out in the financial statements for the quarter ended March 31, 2008 due to the changes in the accounting practices adopted in Brazil occurred in the year of 2008, and also for better comparability with the financial statements as of March 31, 2009. 5. The Bank has recorded in its assets, as of March 31, 2009, the amount of R$7,793 million (R$ 2,180 million as of March 31, 2008) corresponding to the surplus of PREVI – Retirement and Pension Plan (Note 26), which was determined based on criteria established by the Bank’s Management. These criteria incorporate long-term estimates and assumptions of actuarial and financial nature. Therefore, the inaccuracies inherent to the process of using estimates and assumptions may result in differences between the amount recorded and the amount effectively realized. Additionally, the realization of the aforementioned assets is conditioned to the fulfillment of the requirements established in the regulations in force (Supplementary Laws 108/01 and 109/01 and the CGPC Resolution 26/08). 2 6. As per Note 23, the Bank has recorded in its individual and consolidated assets, as of March 31, 2009, the amounts of R$18,214 million and R$20,385 million, respectively (R$13,740 million in the individual and R$14,029 million in the consolidated, as of March 31, 2008) corresponding to income and social contribution tax credits, realization and maintenance of which are conditioned to the future generation of taxable income and to the adherence to the rules established by Resolutions 3059/02 and 3355/06 of the National Monetary Council (CMN). 7. As per Note 5, the Bank has recorded in its assets, as of March 31, 2009, the amount of R$3,540 million corresponding to the goodwill deriving from the acquisition of the share control of Banco Nossa Caixa S.A.. This amount was determined by the Management based on information and best estimates available. The Bank’s Management is conducting a review of the determination and of the definition of the nature of the aforementioned goodwill. May 13, 2009 KPMG Auditores Independentes CRC 2SP014428/O-6-F-DF The original version in Portuguese was signed by Francesco Luigi Celso Accountant CRC 1SP175348/O-5-S-DF 3 José Claudio Costa Accountant CRC 1SP167720/O-1-S-DF EXECUTIVE BOARD CEO Aldemir Bendine BOARD OF OFFICERS Aldo Luiz Mendes Alexandre Corrêa Abreu Allan Simões Toledo José Luis Prola Salinas Luís Carlos Guedes Pinto Paulo Rogério Caffarelli Ricardo Antônio de Oliveira Ricardo José da Costa Flores Robson Rocha MANAGING DIRECTORS Amauri Sebastião Niehues Ary Joel de Abreu Lanzarin Carlos Eduardo Leal Neri Clara da Cunha Lopes Dan Antônio Marinho Conrado Danilo Angst Denilson Gonçalves Molina Edson de Araújo Lôbo Francisco Cláudio Duda Geraldo Afonso Dezena da Silva Ivan de Souza Monteiro Izabela Campos Alcântara Lemos Joaquim Portes de Cerqueira César José Carlos Vaz José Francisco Alvarez Raya Luiz Carlos Silva de Azevedo Marco Antonio Ascoli Mastroeni Marco Antônio da Silva Barros Nilo José Panazzolo Nilson Martiniano Moreira Paulo Roberto Evangelista de Lima Renato Donatello Ribeiro Renê Sanda Sandro Kohler Marcondes Sérgio Ricardo Miranda Nazaré Walter Malieni Júnior BOARD OF DIRECTORS Bernard Appy (President) Aldemir Bendine (Vice-President) Bernardo Gouthier Macedo Cleber Ubiratan de Oliveira Henrique Jäger Sérgio Eduardo Arbulu Mendonça Tarcísio José Massote de Godoy BOARD OF AUDITORS Daniel Sigelmann Ênio Alexandre Gomes Bezerra Eustáquio Wagner Guimarães Gomes Marcos Machado Guimarães Pedro Carvalho de Mello AUDIT COMMITTEE José Danúbio Rozo (Coordenator) Celene Carvalho de Jesus José Gilberto Jaloretto ACCOUNTING Eduardo Cesar Pasa General Accoutant CRC-DF 017601/O-5 CPF 541.035.920-87 Daniel André Stieler Accountant CRC-DF 013931/O-2 CPF 391.145.110-53 80