HSBC J.P. Morgan Standard Chartered Bank - bicbanco

More documents

Recommendations

Info

Selected Ratios As of and for the Year Ended December 31, 2009 2008 % % Profitability and performance Net interest margin (1) ...................................................................................................................................... 10.6 10.1 Return on average total assets (2) ..................................................................................................................... 2.7 2.8 Return on average shareholders’ equity (3) ...................................................................................................... 18.4 19.7 Capital adequacy Average shareholders’ equity as a percentage of average total assets .......................................................... 15.3 13.0 Capital adequacy ratio (4) ................................................................................................................................. 16.0 19.3 Asset quality Non-performing loans and lease operations (5) as a percentage of total loans and lease operations (6) ........... 1.3 0.7 Non-performing loans and lease operations as a percentage of total assets .................................................. 1.1 0.5 Allowance for loan losses (7) as a percentage of non-performing loans and lease operations ....................... 349.8 572.4 Allowance for loan losses as a percentage of total loans and lease operations ............................................. 4.6 3.9 Non-performing loans and lease operations as a percentage of shareholders’ equity .................................. 6.8 3.2 Portfolios D through H credit risk (8) as a percentage of total loans and lease operations ............................. 8.3 4.7 Efficiency Efficiency ratio (9) ............................................................................................................................................ 38.0 38.6 Liquidity Deposits (10) as a percentage of total assets ..................................................................................................... 51.0 37.0 Total loans and lease operations after allowance for loan losses as a percentage of total assets ................. 76.3 64.6 Total loans and lease operations after allowance for loan losses as a percentage of total funding (11) .......... 100.5 87.8 ______________________ Notes: (1) Gross profit from financial operations before provision for credit losses as a percentage of average interest-earning assets. Interest-earning assets are assets generating income from financial operations. Specifically interest-earning assets for the purposes of this offering memorandum include “advances on foreign exchange contracts.” (2) Net income as a percentage of average total assets, which is the average for the period. (3) Net income as a percentage of average shareholders’ equity calculated as the average for the period. (4) Shareholders’ equity as a percentage of risk-weighted assets according to the Brazilian Central Bank’s resolutions on capital adequacy. (5) Non-performing loans and lease operations consist of loans and lease operations rated H according to Brazilian Central Bank’s resolutions. See “Brazilian Banking System and Industry Regulation—Classification of credit and allowance for loan losses.” (6) Total loans and lease operations consist of loans and lease operations before allowance for loan losses. (7) “Allowance for loan losses” includes the accounts “Allowance for loan losses” and “Allowance for lease losses” as shown in the Bank’s consolidated financial statements as of and for the year ended December 31, 2009. (8) Portfolios D through H credit risk according to Brazilian Central Bank’s resolutions. See “Brazilian Banking System and Industry Regulation —Classification of credit and allowance for loan losses.” (9) Efficiency ratio is defined as the sum of “personnel expenses,” “other administrative expenses” and “taxes” divided by the sum of gross profit from financial operations plus “service fee income.” (10) Deposits consist of demand deposits, savings deposits, interbank deposits and time deposits. (11) Total funding consists of demand deposits, savings deposits, interbank deposits, time deposits, borrowings and on-lendings and securities issued abroad. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Position— Sources of Funding” AMR-248898-v2 - 16 - 95-40469277
RISK FACTORS As a general matter, investing in the securities of Brazilian banks, such as the Bank, involves a higher degree of risk than investing in securities issued by United States companies or companies in certain other countries with highly developed capital markets. In addition, prospective purchasers of the notes should consider carefully certain factors regarding the Bank and the notes. Accordingly, prospective purchasers of the notes offered hereby should consider carefully, in light of their financial circumstances and investment objectives, all of the information in this offering memorandum and, in particular, the Risk Factors set forth below. Prospective investors should further note that the Risk Factors described below are not the only risks the Bank faces. These are the risks the Bank considers material. There may be additional risks that the Bank currently considers immaterial or of which it is currently unaware, and any of these risks could have similar effects to those set forth below. Risks Relating to the Bank and the Brazilian Banking Industry Brazilian banks, including the Bank, are subject to extensive and continuous regulatory review by the Brazilian government. The Bank has no control over government regulations, which govern all aspects of the Bank’s operations, including the imposition of: • minimum capital requirements; • compulsory reserve requirements; • lending limits and other credit restrictions; and • accounting and reporting requirements. The regulatory structure governing Brazilian banks is continuously evolving. Existing laws and regulations could be amended, the manner in which laws and regulations are enforced or interpreted could change, and new laws or regulations could be adopted. Such changes could materially adversely affect the Bank’s operations and the Bank’s results. In particular, the Brazilian government has historically promulgated regulations affecting banks in an effort to implement economic policy. These regulations have been used by the Brazilian government to control the availability of credit and reduce or increase consumption of consumer or other goods and services. There can be no assurance that the Central Bank will not increase reserve requirements or impose new reserve or compulsory deposit requirements. The Bank could be materially and adversely affected by such changes because monies held as compulsory deposits generally yield a lower return than the Bank’s other investments and deposits. The Bank may face increased capital requirements upon the Central Bank’s implementation of the Basel II Accord. In June 2004, the Basel Committee on Banking Regulations and Supervisory Practices approved a new framework for risk-based capital adequacy commonly referred to as the Basel II Accord. The Basel II Accord sets out the details for adopting more risk-sensitive minimum capital requirements for financial institutions. As part of its implementation of the Basel II Accord, the Central Bank has adopted new capital adequacy regulations which, among other provisions, contain changes to the risk-weighting for different categories of loans. Under the approved regulations (Circular No. 3,360, dated September 12, 2007) the risk-weighting for retail loans were reduced from 100% to 75% as of July 1, 2008. Accordingly, under the current adopted capital adequacy regulations the Bank will be required to decrease the risk-weighting for the Bank’s payroll deductible loans from 100% to 75%. On the other hand, loans assigned with a repurchase commitment will retain the same risk-weighting (75%) they were allocated prior to their assignment, even if they are treated as off-balance sheet loans following their assignment. Given that the implementation process of the Basel II Accord is still ongoing, the Central Bank may pass additional capital AMR-248898-v2 - 17 - 95-40469277
Page 1 and 2: U.S.$300,000,000 7APR201011063096 B
Page 3 and 4: Neither the U.S. Securities and Exc
Page 5 and 6: TABLE OF CONTENTS FORWARD-LOOKING S
Page 7 and 8: Financial Information PRESENTATION
Page 9 and 10: SUMMARY This summary highlights inf
Page 11 and 12: Strengths and Competitive Advantage
Page 13 and 14: management structures of the Bank.
Page 15 and 16: On March 15, 2010, the Central Bank
Page 17 and 18: Ranking ...........................
Page 19 and 20: noteholders’ consent if any such
Page 21 and 22: Consolidated Balance Sheets As of D
Page 23: Consolidated Statements of Income F
Page 27 and 28: potential investors. Any such event
Page 29 and 30: In its corporate activities, the Ba
Page 31 and 32: The Bank’s ability to collect pay
Page 33 and 34: Fluctuations in the real/U.S. dolla
Page 35 and 36: their obligations to the Bank or ma
Page 37 and 38: insolvency of DTC, Clearstream, Lux
Page 39 and 40: ENFORCEABILITY OF CIVIL LIABILITIES
Page 41 and 42: USE OF PROCEEDS The Bank estimates
Page 43 and 44: SELECTED FINANCIAL DATA AND OTHER I
Page 45 and 46: Consolidated Statements of Income F
Page 47 and 48: Selected Ratios As of and for the Y
Page 49 and 50: (7) Net income as a percentage of a
Page 51 and 52: December 31, 2008 / 2007 Increase (
Page 53 and 54: Up to 90 days As of December 31, 20
Page 55 and 56: As of December 31, 2009 Total No ma
Page 57 and 58: Fiscal year ended December 31, Cred
Page 59 and 60: As of December 31, 2009 2008 2007 (
Page 61 and 62: The tables below set forth details
Page 63 and 64: Inflation, as measured by the IPCA,
Page 65 and 66: interest rate through 2008 and on D
Page 67 and 68: total loans and financing that have
Page 69 and 70: The market price is the value that
Page 71 and 72: Expenses with assigned credits ....
Page 73 and 74: Other Operating Income & Expenses O
Page 75 and 76:
For the Year Ended December 31, 200
Page 77 and 78:
and arbitrations, totaled R$76.3 mi
Page 79 and 80:
For the Year Ended December 31, 200
Page 81 and 82:
Original amount (In U.S.$ millions)
Page 83 and 84:
The following tables set forth a su
Page 85 and 86:
Analysis of Cash Flow Cash Flow fro
Page 87 and 88:
Exposure to foreign exchange rates
Page 89 and 90:
The chart below reflects the Bank
Page 91 and 92:
The following table shows the Bank
Page 93 and 94:
assure the transparency of its mana
Page 95 and 96:
The following table shows the Bank
Page 97 and 98:
The following table shows the distr
Page 99 and 100:
The Bank applies the same control a
Page 101 and 102:
Financeira has two subsidiaries, Su
Page 103 and 104:
The table below sets forth the bala
Page 105 and 106:
Funding in reais Time deposits repr
Page 107 and 108:
Policies of Credit Granting and Ris
Page 109 and 110:
Collateral Generally, loans are bac
Page 111 and 112:
In addition, the Bank adopts a prev
Page 113 and 114:
Moreover, a Risk Management Departm
Page 115 and 116:
The following table compares the lo
Page 117 and 118:
The table below sets forth the numb
Page 119 and 120:
Additionally, the Bank owns the lic
Page 121 and 122:
MANAGEMENT AND EMPLOYEES Board of D
Page 123 and 124:
Currently, the Bank’s executive b
Page 125 and 126:
Mr. Walter Mallas Machado de Barros
Page 127 and 128:
(vi) manages and defines best solut
Page 129 and 130:
RELATED-PARTY TRANSACTIONS Accordin
Page 131 and 132:
condition, its need for funding, it
Page 133 and 134:
penalties provided for in law, when
Page 135 and 136:
Only individuals or entities author
Page 137 and 138:
The independent accountants, in the
Page 139 and 140:
The regulations specify for each lo
Page 141 and 142:
Regulations affecting liquidity in
Page 143 and 144:
the requirement and the portion act
Page 145 and 146:
• transactions carried out in the
Page 147 and 148:
According to Law No. 10,684 of May
Page 149 and 150:
The Money Laundering Law also creat
Page 151 and 152:
• acts that may constitute terror
Page 153 and 154:
• the occurrence of any of the ev
Page 155 and 156:
Some of the principal changes resul
Page 157 and 158:
Deferral of Interest and Principal
Page 159 and 160:
Any provision of this offering memo
Page 161 and 162:
Maintenance of Office or Agency The
Page 163 and 164:
which it does not merge or consolid
Page 165 and 166:
any trust or power conferred on the
Page 167 and 168:
of additional amounts, maintenance
Page 169 and 170:
Paying Agents; Transfer Agents; Reg
Page 171 and 172:
FORM OF THE NOTES Notes sold in off
Page 173 and 174:
definitive note may be transferred
Page 175 and 176:
economic activity in the country or
Page 177 and 178:
TAX ADVISERS AS TO THE PARTICULAR T
Page 179 and 180:
initial purchasers to reclaim a sel
Page 181 and 182:
(2) a trust (where the trustee is n
Page 183 and 184:
TRANSFER RESTRICTIONS The notes hav
Page 185 and 186:
• 7. It acknowledges that the tru
Page 187 and 188:
Taxation and Eligibility for Invest
Page 189 and 190:
INDEPENDENT ACCOUNTANTS The Bank’
Page 191 and 192:
INDEX TO FINANCIAL STATEMENTS Page
Page 193 and 194:
Independent auditors’ report To T
Page 195 and 196:
F - 5
Page 197 and 198:
F - 7
Page 199 and 200:
F - 9
Page 201 and 202:
F - 11
Page 203 and 204:
F - 13
Page 205 and 206:
F - 15
Page 207 and 208:
F - 17
Page 209 and 210:
Banco Industrial e Comercial S.A. a
Page 211 and 212:
Page 213 and 214:
Page 215 and 216:
Page 217 and 218:
Page 219 and 220:
Page 221 and 222:
Page 223 and 224:
Page 225 and 226:
Page 227 and 228:
Page 229 and 230:
Page 231 and 232:
Page 233 and 234:
Page 235 and 236:
Page 237 and 238:
Page 239 and 240:
Page 241 and 242:
Page 243 and 244:
Page 245 and 246:
Page 247 and 248:
Page 249 and 250:
Page 251 and 252:
Page 253 and 254:
Page 255 and 256:
Page 257 and 258:
Page 259 and 260:
Page 261 and 262:
Page 263 and 264:
Page 265 and 266:
Page 267 and 268:
Page 269 and 270:
Page 271 and 272:
Page 273 and 274:
Page 275 and 276:
Page 277 and 278:
Page 279 and 280:
Page 281 and 282:
Page 283 and 284:
Page 285 and 286:
Page 287 and 288:
Page 289 and 290:
Independent auditors’ report To T
Page 291 and 292:
F - 101
Page 293 and 294:
F - 103
Page 295 and 296:
F - 105
Page 297 and 298:
F - 107
Page 299 and 300:
F - 109
Page 301 and 302:
F - 111
Page 303 and 304:
F - 113
Page 305 and 306:
Page 307 and 308:
In the individual Financial Stateme
Page 309 and 310:
e.3 Credit operations and allowance
Page 311 and 312:
Investment - 2008 and 2007 % BIC Ar
Page 313 and 314:
5 Securities a. The Bank’s policy
Page 315 and 316:
BICBANCO Consolidated - 2007 Curren
Page 317 and 318:
.4 Criteria for valuation and measu
Page 319 and 320:
A scenario is determined by a combi
Page 321 and 322:
endure fluctuations in the respecti
Page 323 and 324:
BICBANCO BICBANCO Consolidated 2008
Page 325 and 326:
BICBANCO Consolidated 2008 2007 R$
Page 327 and 328:
Present value of lease contracts 11
Page 329 and 330:
Salary advances and prepayments 1,4
Page 331 and 332:
d. Impairment The Bank’s manageme
Page 333 and 334:
Variable remuneration 32,589 21,297
Page 335 and 336:
c. Number of depositors BICBANCO Co
Page 337 and 338:
23 Other liabilities - Tax and soci
Page 339 and 340:
practices. According to the estimat
Page 341 and 342:
27 Deferred income Mainly refers to
Page 343 and 344:
Description BICBANCO Consolidated 2
Page 345 and 346:
Permanent differences 40,208 5,906
Page 347 and 348:
e. Deposits, money market and Inter
Page 349 and 350:
Communication 4,375 3,297 4,378 3,2
Page 351 and 352:
50 largest guarantees 434,152 89.12
Page 353 and 354:
2008 2007 Legal/audit 24 23 Control
Page 355 and 356:
REGISTERED OFFICE OF THE BANK Banco
show all

HSBC J.P. Morgan Standard Chartered Bank - bicbanco

Create successful ePaper yourself

Delete template?

Save as template?