December
Transcription
December
Banco Nacional de Desenvolvimento Econômico e Social - BNDES (Convenience Translation into English from the Original Previously Issued in Portuguese) ,QGLYLGXDODQG&RQVROLGDWHG )LQDQFLDO6WDWHPHQWVIRUWKH <HDUV(QGHG'HFHPEHUDQG DQG,QGHSHQGHQW$XGLWRUuV5HSRUW 'HORLWWH7RXFKH7RKPDWVX$XGLWRUHV,QGHSHQGHQWHV (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, (In thousands of Brazilian reais – R$) BNDES Note CURRENT ASSETS 2011 2010 Consolidated 2011 2010 71,630,739 64,145,085 101,847,004 1,178 8,009 5,821 15,897 CASH AND CASH EQUIVALENTS 87,949,656 INTERBANK INVESTMENTS Foreign exchange portfolio Repurchase agreements Interbank deposits 6 6.1 6.2 6.3 5,365,875 19,745 302,703 5,043,427 10,113,958 1,689,615 24,343 8,400,000 5,365,875 19,745 302,703 5,043,427 10,113,958 1,689,615 24,343 8,400,000 SECURITIES Exclusive investment fund quotas Government securities Shares and warrants Available-for-sale debentures Held-to-maturity debentures Allowance for losses - Debentures Derivatives - exchange and interest rate Derivatives - variable income 7 7.3 18,746,682 814,345 17,623,750 242,404 48,964 (234) 17,453 - 10,912,556 1,825,135 8,714,855 369,769 1,964 833 - 19,525,389 1,310,694 17,623,750 132,946 246,311 48,964 (234) 17,453 145,505 13,520,620 3,965,698 8,714,855 82,144 370,029 1,964 833 385,097 20,333,116 28 20,371,416 16,677,423 3,693,993 -38,328 19,334,313 25 19,404,776 15,701,790 3,702,986 -70,488 47,684,057 28 47,859,923 44,165,930 3,693,993 (175,894) 38,493,550 25 38,670,859 34,967,873 3,702,986 -177,334 23,206,646 23,406,781 21,908,082 617,005 881,694 -200,135 20,213,924 20,518,811 18,954,611 778,353 785,847 -304,887 24,082,488 24,407,531 22,908,832 617,005 881,694 (325,043) 21,442,578 21,835,401 20,271,201 778,353 785,847 -392,823 3,393,607 81,427 (31) 290,569 49,727 1,067,723 142,136 1,611,218 150,838 3,277,949 141,210 (306) 252,406 160,066 997,577 139,679 1,443,486 143,831 4,599,739 226,132 (30,399) 90,774 (5,214) 369,069 425,131 1,222,809 573,986 1,611,218 116,233 4,077,594 225,272 (1,766) 209,125 (1,798) 491,818 422,025 725,545 471,148 1,443,486 92,739 583,635 9,624 574,011 284,376 10,934 273,442 583,635 9,624 574,011 285,459 10,934 274,525 NONCURRENT ASSETS 532,067,585 456,709,081 522,979,918 461,070,306 LONG-TERM ASSETS 443,226,754 364,929,886 505,650,289 449,446,999 49,972,399 12,052,401 1,258,985 2,959,005 (3,077) 33,705,085 - 28,329,367 6,756,733 1,935,075 2,716,905 -2,670 16,923,324 - 136,840,647 82,294,266 12,097,139 5,803,129 (67,907) 2,124,340 33,705,085 884,595 132,493,071 95,909,599 13,694,731 3,775,348 -3,331 2,022,829 16,923,324 170,571 196,608,639 196,979,248 171,661,271 25,317,977 (370,609) 173,449,247 174,081,600 150,200,231 23,881,369 -632,353 159,697,521 160,412,665 135,094,688 25,317,977 (715,144) 141,743,688 142,650,190 118,768,821 23,881,369 -906,502 188,368,701 189,993,200 180,437,351 1,367,471 8,188,378 -1,624,499 154,113,858 156,438,360 148,434,315 2,051,953 5,952,092 -2,324,502 194,054,242 196,489,583 186,933,734 1,367,471 8,188,378 (2,435,341) 159,895,202 162,633,480 154,629,435 2,051,953 5,952,092 -2,738,278 15.1 8.1 8.2 8.2.4 27 27 INTERBANK ACCOUNTS Restricted loans Interbank onlendings Unrestricted funds Funds - PIS/PASEP Allowance for losses 9 LENDING OPERATIONS Loans Unrestricted funds Funds - PIS/PASEP Funds – Merchant Marine Fund Allowance for losses 9 OTHER RECEIVABLES Credit sale of securities Allowance for losses - credit sale of securities Receivables Allowance for losses – receivables Tax credits Recoverable and prepaid taxes Dividends and interest on capital receivable Escrow deposits Receivables – Eletrobrás Others 10 10 10 10 22.2 22.1 12 14 13 14 OTHER ASSETS Other assets Prepaid expenses SECURITIES Shares and warrants Available-for-sale debentures Held-to-maturity debentures Allowance for losses – debentures Investment fund shares Government securities Derivatives - variable income 7 15.1 8.1 8.2 8.2.4 7.4 27 INTERBANK ACCOUNTS Interbank onlendings Unrestricted funds Funds - PIS/PASEP Allowance for losses 9 LENDING OPERATIONS Loans Unrestricted funds Funds - PIS/PASEP Funds - Merchant Marine Fund Allowance for losses 9 OTHER RECEIVABLES Tax credits Credit sale of securities Allowance for losses - credit sale of securities Receivables Allowance for losses – receivables Receivables - National Treasury Interest on capital and dividends receivable Receivables – Eletrobrás Tax incentives 22.2 10 10 10 10 31 12 13 8,277,015 1,972,759 936,336 (352) 3,608,287 1,611,218 148,767 9,037,414 415,720 919,105 -1,988 1,784,273 5,728,708 191,596 15,057,879 2,759,437 1,050,750 (152,937) 958,930 (12,881) 7,830,901 660,705 1,611,218 351,756 15,315,038 870,426 1,054,650 -8,491 2,512,600 -36,987 3,547,589 1,183,848 5,728,708 462,695 INVESTMENTS Investments in subsidiaries and associates Investments in other companies Other investments 15 15.2 15.2 15.2 88,684,876 88,542,679 100,000 42,197 91,639,873 91,496,545 100,000 43,328 17,173,674 17,031,477 100,000 42,197 11,483,985 11,340,657 100,000 43,328 115,136 98,488 115,136 98,488 40,819 40,834 40,819 40,834 603,698,324 520,854,166 624,826,922 549,019,962 PROPERTY AND EQUIPMENT IN USE INTANGIBLE ASSETS TOTAL ASSETS The accompanying notes are an integral part of these financial statements. 3 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, (In thousands of Brazilian reais – R$) BNDES Note CURRENT LIABILITIES DEPOSITS 2010 2011 2010 22,315,793 13,394,568 24,594,583 17,083,009 269 FUNDING OPERATIONS Repurchase agreements 17 INTERBRANCH ACCOUNTS Third-party funds in transit 7,808,271 7,808,271 477 477 PAYABLES RELATED TO DEBENTURES Consolidated 2011 269 10,025 10,025 477 477 269 10,025 10,025 20 602,413 1,558,310 854,407 19 19.1 19.1 4,330,806 370,538 95,062 1,994 93,068 2,758,320 1,872,204 1,908 878,471 5,737 1,106,886 5,126,130 362,147 585,571 585,571 3,342,124 1,676,679 872,680 787,689 5,076 836,288 4,328,898 370,538 95,062 1,994 93,068 2,756,412 1,872,204 878,471 5,737 1,106,886 6,693,525 362,147 585,571 585,571 4,909,519 4,116,754 787,689 5,076 836,288 5,333,582 3,126,571 2,125,771 1,000,800 721,861 75,116 84,027 1,262 25,093 7,754 48,067 48,834 11,471 12,591 759,070 411,865 4,041,939 2,423,581 1,850,716 572,865 59,676 1,229 21,634 6,523 30,535 41,771 10,839 119,223 881,923 445,005 6,658,341 3,131,295 2,125,771 1,005,524 1,204,609 125,533 81,164 84,027 1,265 33,484 131,312 70,954 94,036 17,951 12,591 96,338 759,070 814,712 5,856,761 2,429,549 1,850,716 578,833 551,960 110,111 96,265 7,059 28,875 128,862 42,690 58,189 16,308 119,223 483,569 881,923 902,178 799,853 799,853 682,551 682,551 799,853 799,853 682,551 682,551 3,440,122 3,440,122 3,440,122 2,985,471 2,985,471 2,985,471 3,440,122 3,440,122 3,440,122 2,985,471 2,985,471 2,985,471 NON-CURRENT LIABILITIES 520,370,106 441,560,333 539,219,914 466,037,688 DEPOSITS Special deposits - FAT 18.2 21,046,590 21,046,590 21,573,637 21,573,637 21,046,590 21,046,590 21,573,637 21,573,637 PAYABLES RELATED TO DEBENTURES 20 BORROWINGS AND ONLENDINGS Domestic borrowings Foreign borrowings Syndicated loans Bonuses Domestic onlendings National Treasury Subsidiaries Merchant Marine Fund Other Foreign onlendings - multilateral institutions 19 19.1 19.1 BORROWINGS AND ONLENDINGS Domestic borrowings 'Foreign borrowings Synidcated loans Bonuses Domestic onlendings National Treasury Subsidiaries Merchant Marine Fund Others Foreign onlendings - multilateral institutions 19.1 19.1 19.1 19.1 OTHER PAYABLES Financial and development funds PIS/PASEP Fund Others Taxes on income Other taxes Linked to foreign exchange transactions Dividendos e juros sobre o capital próprio a pagar Labor and civil provisions Accounts payable – FAPES Linked to the National Treasury Provision for employee retirement program Deferred taxes Actuarial liabilities – FAMS Derivatives - enxchange and interest rate Derivatives - variable-income Deferred deposit obligations Others 16 22.1 23 28 31 30 22.2 28 27 27 HYBRID DEBT/EQUITY INSTRUMENTS National Treasury 32 SUBORDINATED DEBTS FAT - constitutional Others subordinated debt 18.1 10,496,977 11,872,515 19.1 327,121,797 4,979,140 8,415,829 562,740 7,853,089 300,895,882 292,241,594 86,931 8,540,817 26,540 12,830,946 263,017,844 5,112,146 6,669,600 6,669,600 239,549,435 233,122,244 109,234 6,288,555 29,402 11,686,663 329,919,715 4,979,140 8,415,829 562,740 7,853,089 303,693,800 295,126,443 8,540,817 26,540 12,830,946 265,493,140 5,112,146 6,669,600 6,669,600 242,024,731 235,706,773 6,288,555 29,403 11,686,663 16 31,773,353 29,556,445 29,556,445 30,534,577 28,976,891 28,976,891 43,002,943 29,556,445 29,556,445 46,843,094 28,976,891 28,976,891 519,001 118,928 115,082 604,264 35,602 164,809 702,158 723,397 436,664 892,087 886,849 9,805,343 673,575 654,509 115,082 761,510 52,453 15,609,074 19.1 19.1 19.1 OTHER PAYABLES Financial and development funds PIS/PASEP Fund Others Accounts payable – FAPES Labor and civil provisions Derivatives - enxchange and interest rate Derivatives - variable-income Actuarial liabilities – FAMS Provision for employee termination program Deferred taxes HYBRID DEBT/EQUITY INSTRUMENTS National Treasury Other hybrid debt and equity instruments Debt eligible for capitalization SUBORDINATED DEBTS FAT - constitutional Others subordinated debt Debt eligible for capitalization 541,730 160,597 436,664 706,772 371,145 32 12,975,445 12,975,445 5,999,999 6,975,446 12,551,465 12,551,465 4,932,695 7,618,770 12,975,445 12,975,445 5,999,999 6,975,446 12,551,465 12,551,465 4,997,966 7,553,499 121,778,244 121,778,244 95,843,740 25,934,504 107,703,837 107,703,837 88,795,176 18,908,661 121,778,244 121,778,244 95,853,606 25,924,638 107,703,837 107,703,837 88,764,881 18,938,956 61,012,425 29,557,415 6,783,092 9,260,368 1,296,394 115,236 2,723,829 5,124,909 15,411,550 (1,684,314) 17,095,864 65,899,265 29,557,415 7,045,298 843,997 61,215 1,442,602 4,697,484 29,296,552 61,012,425 29,557,415 6,783,092 9,260,368 1,296,394 115,236 2,723,829 5,124,909 15,411,550 (1,684,314) 17,095,864 65,899,265 29,557,415 7,045,298 843,997 61,215 1,442,602 4,697,484 29,296,552 520,854,166 624,826,922 24 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 603,698,324 The accompanying notes are an integral part of these financial statements. 4 6,178,973 28 23 27 27 28 30 22.2 18.1 SHAREHOLDERS' EQUITY Capital Capital increase Earnings reserves Legal reserve Tax incentives reserve Future capital increase reserve Reserve for operating margin Valuation adjustments to equity Own assets Associates’ and subsidiaries’ assets 5,674,677 548,183 311 7,808,271 7,808,271 93,189 29,203,363 93,189 29,203,363 549,019,962 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES E SUAS CONTROLADAS INCOME STATEMENTS FOR THE SIX-MONTH PERIOD ENDED DECEMBER, 31 2011 AND YEARS ENDED DECEMBER 31, (In thousands of Brazilian reais - R$) BNDES Note INCOME FROM FINANCIAL INTERMEDIATION Lending operations and interbank onlendings . Domestic currency . Foreign currency Income from securities Income from transactions linked to the National Treasury Income from fund and program management Income (loss) from sale of fixed-income securities 2nd six-month period of 2011 Consolidated Year 2011 2nd six-month period of 2011 2010 Year 2011 2010 28,451,053 40,733,716 28,028,442 30,226,396 44,079,108 31,238,858 11,340,694 12,647,443 3,115,996 1,144,183 202,737 - 21,777,001 10,845,359 5,646,570 2,120,932 343,854 - 17,958,566 1,155,291 7,049,941 1,364,791 499,853 - 10,920,912 12,672,819 3,918,883 2,510,901 202,881 - 21,106,005 10,923,661 6,965,974 4,739,569 343,899 - 18,366,606 1,232,662 8,373,959 2,761,538 499,813 4,280 (24,564,415) (33,527,373) (18,541,303) (26,627,122) (36,873,404) (21,348,134) (12,606,141) (12,601,155) 111,957 (690) 522,026 9,588 (23,943,688) (10,183,073) (691,072) (1,324) 1,272,216 19,568 (19,989,806) (416,348) (1,148,053) (4,157) 3,032,062 (15,001) (14,004,250) (12,600,081) 111,957 (8,337) (135,999) 9,588 (26,728,405) (10,181,999) (691,072) (8,971) 717,475 19,568 (22,616,022) (416,679) (1,148,053) (4,157) 2,851,778 (15,001) GROSS PROFIT FROM FINANCIAL INTERMEDIATION 3,886,638 7,206,343 9,487,139 3,599,274 7,205,704 9,890,724 OTHER OPERATING INCOME (EXPENSES) Equity in subsidiaries and associates Net inflation adjustment of assets and liabilities – SELIC Goodwill amortization Reversal (recognition) of allowance for investment adjustments Income from dividends Income from interest on capital Income (loss) from sale of variable-income securities Gain (loss) on derivatives - floating rate Other income from equity interest Reversal (recognition) of civil and labor provisions Tax expenses Personnel expenses Administrative expenses Other operating income Other operating expenses 244,826 827,187 2,810 159,002 (38,700) (188,552) (381,357) (179,583) 285,563 (241,544) 3,276,822 4,085,319 3,457 -75,490 557,693 10,729 (43,901) (351,076) (656,555) (307,465) 563,560 (509,449) 2,930,683 4,054,643 -38,465 74,882 22,536 (381,331) (656,436) (211,412) 489,985 (423,719) 1,230,790 500,180 257,583 4,562 605,122 1,496,044 149,350 (353,748) (1,131) (46,948) (345,306) (598,263) (268,055) 108,858 (277,458) 4,857,837 1,213,236 488,058 (126,158) 1,225,978 2,943,216 1,730,659 (23,486) (1,475) (65,495) (653,161) (1,029,714) (463,323) 187,097 (567,595) 4,468,210 439,349 107,386 (29,793) (144,395) 635,639 1,667,902 3,238,442 351,346 (2) 26,436 (592,512) (976,985) (306,629) 531,317 (479,291) 4,131,464 10,483,165 12,417,822 4,830,064 12,063,541 14,358,934 (214,323) (139,389) 67,496 (807,193) (499,449) (52,081) (1,516,709) (925,493) 44,438 (582,750) (315,302) (43,729) (1,647,454) (859,228) (389,382) (2,622,985) (1,384,089) (279,231) 3,845,248 9,124,442 10,020,058 3,888,283 9,167,477 10,072,629 (76,508) (76,508) (106,736) (119,543) (119,543) (159,307) NET INCOME BEFORE PROFIT SHARING 3,768,740 9,047,934 9,913,322 3,768,740 9,047,934 9,913,322 EARNINGS PER SHARE (R$ / SHARE) 0.600719 1,442 1,580 EXPENSES ON FINANCIAL INTERMEDIATION Funding operations – financing and onlendings . Domestic currency . Foreign currency Gains (losses) on derivatives - enxchange and interest rate Expenses on transactions linked to the National Treasury Reversal (recognition) of the allowance for losses Income (losses) on foreign Exchange portfólio 26 15 INCOME BEFORE TAXES ON INCOME Income tax Social contribution Deferred income and social contribution taxes – net of realization INCOME BEFORE PROFIT SHARING Profit sharing 22 22 22 The accompanying notes are an integral part of these financial statements. 5 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2011 (In thousands of Brazilian reais – R$) Valuation adjustments to equity Earnings reserves Capital As of January 1, 2011 Capital Legal Tax incentive Future capital Reserve for Own Associates’ and Accumulated increase reserve reserve increase reserve operating margin assets subsidiaries’ assets Profits 29,557,415 6,783,092 843,997 61,215 1,442,602 4,697,484 Capital increase (Note 24) - - - - Reversal of the operating margin reserve (Note 24) - - - - - - Dividends - - - - - - Prepayment of interest on capital - - - - - - Valuation adjustments to equity - - - - - - Net income - - - - - - (4,697,484) 93,189 29,203,363 Total - 65,899,265 - 6,783,092 - - - - 4,697,484 - - (4,697,484) (1,777,503) (12,107,499) - (4,697,484) (13,885,002) - - 9,047,934 9,047,934 - - (452,397) (54,021) (2,135,380) (1,281,227) (5,124,909) (2,135,380) - Allocation of profits (Note 24): . Legal reserve . Tax incentives reserve . Interest on capital . Future capital increase reserve . Reserve for operating margin As of December 31, 2011 Changes in the period 29,557,415 - 6,783,092 6,783,092 452,397 - 54,021 - 1,281,227 - 5,124,909 1,296,394 452,397 115,236 54,021 2,723,829 1,281,227 5,124,909 427,425 The accompanying notes are an integral part of these financial statements. 6 (1,684,314) (1,777,503) 17,095,864 (12,107,499) - 61,012,425 (4,886,840) (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL STATEMENT OF CHANGES IN EQUITY FOR THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2011 (In thousands of Brazilian reais – R$) Valuation adjustments to equity Earnings reserves Capital increase Capital As of July 1, 2011 29,557,415 Legal reserve 6,400,000 383,092 Tax incentive reserve 843,997 Future capital increase reserve 61,215 Reserve for operating margin 1,442,602 Own assets 497,484 Capital increase (Note 24) - - - - Reversal of the operating margin reserve (Note 24) - - - - - - Dividends - - - - - - Valuation adjustments to equity - - - - - - Net income for the semester - - - - - - - - (497,484) Associates’ and subsidiaries’ assets (1,235,577) 22,519,702 Accumulated Profits 5,279,194 - - - - 497,484 - - (497,484) (448,737) (5,423,838) - - Total 65,366,032 383,092 (497,484) (5,872,575) - - 3,768,740 3,768,740 - - (452,397) (54,021) (2,135,380) (1,281,227) (5,124,909) (2,135,380) - (5,279,194) 61,012,425 (4,353,607) Allocation of profits (Note 24): . Legal reserve . Tax incentives reserve . Interest on capital . Future capital increase reserve . Reserve for operating margin As of December 31, 2011 Changes in the period 29,557,415 - 6,783,092 383,092 452,397 - 54,021 - 1,281,227 - 5,124,909 1,296,394 452,397 115,236 54,021 2,723,829 1,281,227 5,124,909 4,627,425 The accompanying notes are an integral part of these financial statements. 7 (1,684,314) (448,737) 17,095,864 (5,423,838) (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2010 (In thousands of Brazilian reais – R$) Capital reserve Capital As of January 1, 2010 Prior-year adjustments Capital increase (Note 24) 20,260,881 - Tax incentive Legal Tax incentive Future Capital Reserve for Own reserve reserve reserve increase reserve operating margin assets 106,631 - 9,296,534 Valuation adjustments to equity Earnings reserves (106,631) 1,519,676 (1,182,918) 99,708 (58,678) Associates’ and Accumulated subsidiaries’ assets Profits Total 1,701,914 3,814,428 109,463 15,343 - - - - - - - - - 4,768,035 - - (4,768,035) (748,307) (953,607) (3,814,428) 231,449 - 27,628,044 231,449 7,200,000 Reversal of reserves - - - - Supplementary dividendss (Note 24) - - - - - - Valuation adjustments to equity - - - - - - Net income - - - - - - - - 9,913,322 9,913,322 - - 507,239 - 20,185 - 1,442,602 - 4,697,484 - - (738,365) (771,600) (1,967,296) (507,239) (20,185) (1,442,602) (4,697,484) (738,365) (771,600) (1,967,296) - 843,997 (675,679) 61,215 (38,493) 1,442,602 (259,312) 4,697,484 883,056 (16,274) 29,188,020 - (4,768,035) 29,171,746 Allocation of profits (Note 24): . Payments to shareholder Prepayment of interest on capital Supplementary interest on capital Prepayment of dividends Legal reserve Tax incentives reserve Future capital increase reserve Reserve for operating margin As of December 31, 2010 Changes in the period 29,557,415 9,296,534 (106,631) The accompanying notes are an integral part of these financial statements. 8 93,189 (16,274) 29,203,363 29,188,020 - 65,899,265 38,271,221 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE SIX-MONTH PERIOD ENDED DECEMBER, 31 2011 AND YEARS ENDED DECEMBER 31, (In thousands of Brazilian reais - R$) BNDES 2nd six-month period of 2011 Year 2nd six-month period of 2011 CONSOLIDATED Year 2011 2011 2010 3,768,740 (776,330) 9,047,934 (3,391,255) 9,913,322 (4,250,194) 3,768,740 1,197,372 9,047,934 1,974,764 9,913,322 1,034,773 Recognition (reversal) of allowance for losses (522,026) Recognition (reversal) of civil and labor provisions 38,700 Recognition (reversal) of allowance for adjustments to investments Equity in subsidiaries and associates (827,187) Gain (loss) on investments sold Adjustment to fair value on exchange of shares Valuation adjustments to equity Depreciation 10,432 Goodwill amortization Realization (recognition) of provision for current and deferred income tax and social contribution, net 286,216 Inflation adjustment of obligations through debentures issued 237,535 (1,272,216) 43,901 75,490 (4,085,319) 19,414 1,358,723 468,752 (3,032,062) (22,536) (4,054,643) 14,689 2,397,764 446,594 135,999 46,948 (4,562) (500,180) 16,301 941,781 561,085 (717,475) 65,495 126,158 (1,213,236) (357,295) (4,481) 30,335 2,896,064 1,149,199 (2,851,778) (26,436) 144,395 (439,349) (1,056,349) 21,924 29,793 4,286,305 926,268 (5,041,388) (41,613,295) 7,438,746 (1,472,342) 29,556,756 345,430 7,808,271 295,792 (7,174,491) (226,255) (23,163,068) (60,092,903) (28,016,610) 139,268 67,388,645 541,282 7,808,271 1,366,730 (11,797,472) (500,279) (6,236,275) (80,675,926) (2,524,519) (2,597,226) 121,794,351 845,100 (13,740,763) (16,639,060) (10,542,640) (2,155,592) (7,466,912) (49,412,143) 6,378,501 (4,787,298) 36,162,162 345,430 7,808,271 1,132,314 (4,622,981) (471,168) (25,067,084) (63,049,696) (30,493,278) (3,783,669) 74,177,889 541,282 7,808,271 1,805,795 (10,834,641) (1,239,037) (14,991,291) (75,245,389) (19,040,919) (13,995,580) 123,116,295 845,100 (13,740,763) (2,841,709) (9,474,089) (4,614,237) Net cash provided by (used in) operating activities (2,048,978) (17,506,389) (573,147) (2,500,800) (14,044,386) (4,043,196) Cash flows from investing activities . Additions to property, plant and equipment . Additions to intangible assets .Purchase of investments . Sale of investments . Dividends received from associates Net cash provided by (used in) investing activities (20,977) (7,330) (28,307) (36,914) (10,053) 4,056,098 4,009,131 (19,105) (33,767) (100,128) 965,961 812,961 (20,977) (7,330) (82,813) 3,601 217,623 110,104 (36,914) (10,053) (720,406) 15,882 553,175 (198,316) (19,105) (33,767) (133,556) 1,565,129 495,108 1,873,809 6,992,767 (2,549,908) (464,724) 3,978,135 14,529,058 (5,878,686) (918,818) 7,731,554 11,163,252 (2,548,925) (679,460) 7,934,867 6,992,767 (2,549,908) (532,107) 3,910,752 14,529,058 (5,878,686) (1,820,833) 6,829,539 11,163,252 (2,548,925) 2,025,000 (783,616) 9,855,711 Net decrease in cash 1,900,850 (5,765,704) 8,174,681 1,520,056 (7,413,163) 7,686,324 Changes in financial position At beginning of six-month period / year Cash and cash equivalents (1) 4,280,548 4,280,548 11,947,102 11,947,102 3,772,421 3,772,421 5,162,334 5,162,334 14,095,553 14,095,553 6,409,229 6,409,229 At the end of the six-month period/year Cash and cash equivalents (1) 6,181,398 6,181,398 6,181,398 6,181,398 11,947,102 11,947,102 6,682,390 6,682,390 6,682,390 6,682,390 Net decrease in cash 1,900,850 - (5,765,704) 0 8,174,681 0 1,520,056 0 (7,413,163) 0 Cash flows from operating activities Net income Items not affecting cash outlay Changes in assets and liabilities . Increase in financing, net . Increase in securities, net . Decrease / (increase) in other assets, net . Increase in loans and onlendings, net . Increase in hybrid capital instrument, net . Decrease in repurchase agreements, net . Decrease in other liabilities, net . Interest on borrowings and onlendings . Income tax and social contribution paid Cash flows from financing activities . Increase in subordinated debt . Payment of dividends . Issue of debentures . Repayment of debt through debentures issued Net cash provided by financing activities (1) Includes cash and cash equivalents and quotas of Banco do Brasil exclusive investment fund The accompanying notes are an integral part of these financial statements. 9 2010 14,095,553 14,095,553 7,686,324 -0 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES AND SUBSIDIARIES STATEMENT OF VALUE ADDED FOR THE SEMESTER ENDED DECEMBER, 31 2011 AND THE YEARS ENDED DECEMBER 31, (In thousands of Brazilian reais – R$) BNDES 2nd six-month period of 2011 CONSOLIDATED Year 2011 2010 2nd six-month period of 2011 Year 2011 2010 REVENUES Financial intermediation Other operating income Reversal (recognition) of allowance for losses 29,261,452 28,451,053 288,373 522,026 42,583,678 40,733,716 577,746 1,272,216 31,512,024 28,028,442 451,520 3,032,062 29,993,726 30,226,396 -96,671 -135,999 46,689,378 44,079,108 1,892,795 717,475 37,529,776 30,908,241 3,769,757 2,851,778 EXPENSES Financial intermediation Other operating expenses 25,366,685 25,086,441 280,244 35,352,939 34,799,589 553,350 21,974,548 21,573,365 401,183 26,557,946 26,491,123 66,823 37,735,911 37,590,879 145,032 23,893,211 23,517,949 375,262 136,923 15,522 121,401 0 306,485 23,543 207,452 75,490 166,935 25,448 141,487 0 198,194 23,240 179,516 -4,562 472,552 35,223 311,171 126,158 386,474 37,456 204,623 144,395 3,757,844 6,924,254 9,370,541 3,237,586 8,480,915 13,250,091 10,432 10,432 19,414 19,414 14,689 14,689 16,301 16,301 30,335 30,335 21,924 21,924 3,747,412 6,904,840 9,355,852 3,221,285 8,450,580 13,228,167 986,189 827,187 159,002 4,643,012 4,085,319 557,693 4,129,525 4,054,643 74,882 2,601,346 500,180 2,101,166 5,382,430 1,213,236 4,169,194 2,742,890 439,349 2,303,541 INPUTS PURCHASED FROM THIRD PARTIES Material, electric power and other Outside services Loss of assets GROSS VALUE ADDED RETENTIONS Depreciation NET VALUE ADDED PRODUCED BY ENTITY VALUE ADDED RECEIVED IN TRANSFER Equity in subsidiaries and associates Dividends and interest on capital ADDED VALUE TO DISTRIBUTE 4,733,601 100.0% 11,547,852 100.0% 13,485,377 100.0% 5,822,631 100.0% 13,833,010 100.0% 15,971,057 100.0% VALUE ADDED FOR DISTRIBUTION Personnel and payroll charges - Direct compensation - Benefits - FGTS - Others Taxes, fees and contributions - Federal - Municipal Leases Profit sharing Interest on capital and dividends Retained earnings 4,733,601 327,257 221,701 75,965 24,419 5,172 532,073 528,590 3,483 29,023 76,508 2,135,380 1,633,360 100.0% 6.9% 11,547,852 565,747 403,920 109,205 42,552 10,070 1,806,561 1,796,673 9,888 51,102 76,508 2,135,380 6,912,554 100.0% 4.9% 13,485,377 567,245 395,820 121,505 40,119 9,801 2,873,617 2,864,991 8,626 24,457 106,736 3,477,261 6,436,061 100.0% 4.2% 5,822,631 512,375 344,862 121,277 38,155 8,081 1,376,625 1,373,107 3,518 45,348 119,543 2,135,380 1,633,360 100.0% 8.8% 13,833,010 885,271 628,131 174,918 66,487 15,735 3,700,415 3,687,964 12,451 79,847 119,543 2,135,380 6,912,554 100.0% 6.4% 15,971,057 842,031 585,577 181,948 59,879 14,627 5,019,894 5,008,936 10,958 36,503 159,307 3,477,261 6,436,061 100.0% 5.3% 11.2% 0.6% 1.6% 45.1% 34.6% 15.6% 0.4% 0.7% 18.5% 59.9% 21.3% 0.2% 0.8% 25.8% 47.7% The accompanying notes are an integral part of these financial statements. 10 23.6% 0.8% 2.1% 36.7% 28.0% 26.8% 0.6% 0.9% 15.4% 49.9% 31.4% 0.2% 1.0% 21.8% 40.3% (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 1. General Information 1.1) History Banco Nacional de Desenvolvimento Econômico e Social - BNDES (“BNDES” or the “Bank”) was established on June 20, 1952, under Law Nº 1,628, as a government agency. Subsequently, according to Law Nº 5,662 and Decree Nº 68,786, both of June 21, 1971, the BNDES was converted into a state-owned company under private law, subject to general budget and accounting rules and specific regulations established by the National Monetary Council (CMN). 1.2) Purposes and activities The BNDES Group is the Federal Government’s main instrument to grant long-term loans, focused on incentives to domestic private enterprise. The BNDES’ structure is designed to promote national development and job creation by prioritizing: • infrastructure investments; • investments in base inputs to revive industrial growth; • exports; • local technology; • support to small and medium businesses; and • continental integration within South America In addition to operating as a development bank, the BNDES has an important role in the design of national development policies and pinpointing solutions for structural issues of the Brazilian economy. The BNDES also operates through its wholly-owned subsidiaries BNDES Participações S.A. - BNDESPAR, which invests in local companies by subscribing shares and convertible debentures, and Agência Especial de Financiamento Industrial - FINAME, which supports the expansion and modernization of Brazilian industry by financing the purchase of machinery and equipment and export of capital goods and services, and BNDES Limited, a company based in London, England, whose business purpose is to act as a holding company for investments in securities in any country, thus contributing to the internationalization of Brazilian companies. BNDES Limited is in its preoperating stage. 11 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 2. Basis of Preparation and Presentation of Financial Statements The consolidated financial statements of BNDES include its wholly-owned subsidiaries: BNDES Participações S.A. – BNDESPAR, Agência Especial de Financiamento Industrial – FINAME – and BNDES Limited. These financial statements have been prepared in accordance with Brazilian Corporate Law (Law Nº 6,404, of December 15, 1976), including the changes introduced by Law Nº11,638, of December 28, 2007 and Law Nº 11,941, of May 27, 2009, in conformity with the regulations issued by the Central Bank of Brazil (BACEN), the standards issued by the Brazilian Securities and Exchange Commission (CVM), where not conflicting with BACEN’s regulations, and are presented in conformity with the Standard Chart of Accounts for Financial Institutions (COSIF). The financial statements of BNDESPAR, a wholly-owned subsidiary of BNDES, for the year ended December 31, 2011 have been prepared in accordance with accounting practices adopted in Brazil, applicable to financial institutions authorized to operate by the Central Bank of Brazil, supplemented by the new pronouncements, interpretations and guidelines issued by the Accounting Pronouncements Committee (CPC) approved through December 31, 2011 by the Brazilian Securities and Exchange Commission (CVM). The effects of adopting these pronouncements as regards the mark-to-market of financial instruments have been incorporated to BNDES’s financial statements as prescribed by Central Bank of Brazil Circulars Nº 3,068/2001 and Nº3,082/2002. The financial statements are complemented by the adoption of the CPCs by subsidiary BNDESPAR. In compliance with the process of convergence with International Financial Reporting Standards (IFRS), the Accounting Pronouncements Committee (CPC) issued several pronouncements related to the process of international accounting convergence; however, the majority of such pronouncements have not been approved by the BACEN. Accordingly, in preparing its financial statements, the Bank adopted the following pronouncements already approved by the BACEN: a) b) c) d) CPC-01 – Impairment of Assets - approved by BACEN Resolution Nº 3,566/08; CPC 03 - Statement of Cash Flows - approved by BACEN Resolution Nº 3,604/08. CPC 05 - Related-party Disclosures – approved by BACEN Resolution Nº 3,750/09; CPC 25 - Allowances for losses, Contingent Liabilities and Contingent Assets – approved by BACEN Resolution Nº 3,823/09; and e) CPC 24 – Event after the Reporting Period – approved by BACEN Resolution Nº 3,973/11. Standards approved through December 31, 2011 that are mandatory for adoption beginning January 1, 2012: f) CPC 10 – Share-based payment – approved by BACEN Resolution Nº 3,989/11; 12 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) g) CPC 23 – Accounting Policies, Changes in Accounting Estimates and Errors – approved by BACEN Resolution Nº 4,007/11; Currently, it is not possible to estimate when the BACEN will approve the other accounting pronouncements issued by the CPC and whether they will be used on a prospective or retrospective basis. The financial statements are complemented by the adoption of the CPCs by subsidiary BNDESPAR. The BNDES consolidated financial statements were approved by the Board of Directors on February 7, 2012. 3. Consolidation criteria The consolidated financial statements include the BNDES and its wholly-owned subsidiaries FINAME, BNDESPAR and BNDES Limited. The consolidation of the balance sheet and statement of income corresponds to the horizontal sum of assets, liabilities, revenues and expenses, according to their nature, with the following eliminations: (i) intercompany investments, reserves and retained earnings. (ii) balances of transactions between the BNDES and its subsidiaries and other intercompany receivables and/or payables. (iii) intercompany revenues, expenses and profits of intercompany operations that were not realized in the period. (iv) taxes on unrealized profit and stated as deferred taxes in the consolidated balance sheet. 4. Summary of significant accounting practices 4.1) Results of operations Operations with fixed rates are stated at redemption amount, and income and expenses for future periods are recorded as a reduction of related assets and liabilities and recognized in income as incurred. Operations with floating rates or indexed to foreign currencies are adjusted through the balance sheet date. Other income and expenses are recognized on the accrual basis, observing the daily pro rata basis for those of a financial nature. 4.2) Interbank investments Stated at cost plus income earned through the balance sheet dates, less valuation allowance, when applicable. 13 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 4.3) Securities and derivatives According to Central Bank of Brazil Circular Letter Nº 3,068/01, of November 8, 2001, and Law Nº 11,638/07, securities in the portfolio are classified into one of the following three categories, according to Management’s intention, as follows: a) trading securities; b) available-for-sale securities; and c) held-to-maturity securities. Trading securities and available-for-sale securities are stated at fair value on the balance sheet date, and held-to-maturity securities are stated at cost plus income earned through the balance sheet date. Adjustments to fair value of trading securities are recorded against the related income or expense account in the statement of income for the period. Adjustments to fair value of securities classified as available-for-sale are recorded in a separate caption in shareholders’ equity, net of taxes, and are transferred to the statement of income upon realization through the definitive sale of the respective securities. Investments in investment funds are appreciated on a daily basis and, therefore, already adjusted to fair value, with counterpart accounts registered in income. Derivatives consisting of swap and futures market transactions are recorded under the following criteria: - Swap transactions: the notional amounts are recognized in memorandum accounts and the differentials receivable or payable are recorded in assets or liabilities, respectively, and allocated as prorated income or expense through the balance sheet date. - Futures market transactions – amounts in reference are recorded in memorandum accounts and amounts receivable and/or payable relating to daily adjustments are recorded in balance sheet accounts against statement of income accounts. These transactions are settled on a daily basis. The Central Bank of Brazil set forth, through Circular Letter Nº 3,082/2002, criteria for measuring and classifying derivatives. At the balance sheet date, derivatives are stated at fair value, and the appreciation or depreciation of non-hedge derivatives or non-market risk hedge derivatives is included in income or expense accounts in the statement of income. 14 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 4.4) Loans, interbank onlendings, debentures, credit sale of securities, receivables, and allowance for loan losses Loans, interbank onlendings, debentures, credit sale of securities and receivables are classified according to the Management’s risk assessment, taking into consideration the economic situation, past experience and specific risks related to the operation, debtors and guarantors, according to the parameters established by Central Bank of Brazil Resolution Nº 2,682/99, which requires a periodic analysis of the portfolio and its classification in nine levels, in which AA is minimum risk and H is maximum risk. Income from transactions (loans and interbank onlendings) past due for more than 60 days, regardless of their risk level, is only recorded as income when actually received. Transactions classified as level H, if past-due, remain in this classification for six months, after which they are written off against the recorded allowance and controlled, for at least five years, in memorandum accounts, with no record in the balance sheet. Renegotiated operations remain at least at the same risk level in which they were classified. Renegotiated loans that had already been written off against the allowance and that were recorded in memorandum accounts are classified as level H, and possible gains resulting from the renegotiation are only recognized in income when realized. The allowance for loan losses, considered sufficient by Management, complies with the criteria established by the Central Bank of Brazil – through Resolution Nº 2,682. 4.5) Investments Investments in associated companies, considered those entities over which the Bank has significant influence, under Law Nº 11,941/09, are stated under the equity method. Other investments are stated at cost and, when applicable, adjusted to their realizable value. For applying the equity method of accounting, the BNDES System uses the associates’ financial statements not adjusted up to 60 (sixty) days, as permitted by the Brazilian Corporate Law and accounting pronouncements, as using financial statements as of the same reporting date would be impracticable. This is due to the fact that the associates are not part of the BNDES System, their accounting function is not integrated and, ultimately, time is required to perform closing procedures. As a result, information cannot be provided on a timely basis. 15 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) The declared dividends and interest on capital for investments accounted for under the equity method are recorded as a reduction of the related equity interests. Dividends and interest on capital measured at acquisition cost are recorded directly in the statement of income. Goodwill on the acquisition of investments, whose economic basis are not identified, is fully amortized. Goodwill from expected future earnings are tested for impairment, as prescribed by Resolution Nº3,566 issued by the Central Bank of Brazil (BACEN) on May 29, 2008. The negative goodwill resulting from the acquisition of investments, whose economic basis is not identified (for other economic reasons) will be written off upon the sale of the investments. After applying the equity method of accounting, BNDESPAR assesses the need to recognize any additional impairment loss on the total net investment in each associate, including goodwill, if any, by comparing its carrying amount and its recoverable amount (net sales value less the higher of selling costs or value in use). Investments are tested for impairment semiannually or when there is any indication that the investment might be impaired. To determine the recoverable amount, the net sales value of each associate is determined based on a) the trading price on the BM&FBovespa, less probable selling costs, for investments in companies whose shares are listed on stock exchanges; or b) pricing models based on multiples or discounted cash flows, for investments in companies whose shares are not listed on stock exchanges. The value in use is determined by calculating the present value of expected earnings (dividends and interest on capital), plus the expected residual value for future sale of the associate. The financial information of associates accounted for the equity method of accounting is summarized in Note 9. 4.6) Property and equipment Stated at acquisition cost, less accumulated depreciation calculated under the straightline method based on the estimated useful lives of the assets. 4.7) Deferred charges Stated at acquisition or formation cost, less accumulated amortization calculated under the straight-line method. 16 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 4.8) Monetary adjustment of receivables and payables Receivables and payables legally or contractually subject to exchange rate variation or indices are adjusted through the balance sheet dates. The counterpart entries of these adjustments are recorded in the statement of income for the period. 4.9) Recognition of actuarial assets and liabilities a) Pension plan The BNDES and its subsidiaries offer their employees a supplementary pension plan. The plan is funded by contributions to a trust fund, calculated using periodic actuarial calculations. The plan is a defined benefit plan. Actuarial assets, determined by outside actuaries, are not recognized as assets of the sponsor because it is not possible to offset such amounts against future contributions, as set forth by the pension fund regulations. The liability recognized in balance sheet is the present value of the defined benefit obligation at the balance sheet date, less the fair value of plan assets, as adjusted by actuarial gains or losses and unrecognized past service costs. The defined benefit obligation is calculated annually by independent actuaries based on the Projected Unit Credit Method. The present value of the defined benefit obligation is determined by discounting estimated future cash outflows, using interest rates consistent with market yields, which are denominated in the currency the benefits will be paid and whose maturities are those of the related pension plan obligation. Debts contracted between the BNDES and the pension plan are considered in the determination of an additional liability related to the future contributions that are not recoverable. Actuarial gains and losses arising from adjustments based on the experience and changes in actuarial assumptions that exceed 10% of the amount of the plan’s assets or 10% of the plan’s liabilities are deducted from or credited to income or loss over the expected remaining service period of the employees. b) Health care plan The BNDES and its subsidiaries offer a postretirement health care benefit to their employees. The right to these benefits is usually contingent to their remaining in employment until the retirement age and the completion of the minimum length of service. The expected costs of these benefits are accumulated during the employee period, and are calculated using the same accounting method used for defined benefit pension plans. 17 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Actuarial gains and losses arising from adjustments based on the experience and changes in actuarial assumptions, that exceed 10% of the amount of the plan’s assets or 10% of the plan’s liabilities, are deducted from or credited to income or loss over the expected remaining service period of the employees. These obligations are annually valued by qualified independent actuaries. c) Severance benefits The BNDES and its subsidiaries recognize severance benefits when it can be evidenced that the entities are committed to the dismissal of current employees according to an detailed formal plan, which cannot be suspended or canceled, or the grant of severance benefits as a result of an offer made to encourage voluntary dismissal. d) Profit sharing The BNDES and its subsidiaries recognize a profit sharing liability and expense (stated in line item ‘Employee profit sharing’ in the income statement). The BNDES recognizes an accrual for profit sharing when it is contractually obliged or when there is a past practice that created a constructive obligation. 4.10) Income and social contribution taxes The provision for income tax is recorded based on book income, adjusted for additions and deductions set forth by tax legislation at the rate of 15%, plus a 10% surtax on taxable income exceeding R$20 thousand in the month (R$240 thousand for the year). Social contribution for the BNDES and FINAME was recognized at a rate of 15% and 9% for BNDESPAR. Deferred income and social contribution taxes on temporary additions are recorded in line item ‘Tax credits’. 4.11) Accounting estimates The preparation of financial statements in accordance with Brazilian accounting practices and regulations of the Central Bank of Brazil and the Brazilian Securities and Exchange Commission requires Management to use judgment in determining and recording accounting estimates. Assets and liabilities subject to these estimates and assumptions include the allowance for loan losses, provision for contingencies, accrued taxes, and realization of tax credits. Real results could differ from those estimates. 18 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 4.12) Civil and Labor Provisions The recognition, measurement, and disclosure of contingent assets and contingent liabilities are made according to the criteria defined set forth by Resolution CMN Nº 3,823/09 and CVM Resolution Nº 594/09, which approve CPC 25, issued by the Accounting Pronouncements Committee (CPC). Basically, CPC Nº 25 addresses the following issues: • • • Contingent assets: are not recognized in financial statements unless the realization of income is virtually certain, then the related asset is not a contingent asset and its recognition is required. Contingent liabilities: are not recognized in financial statements and instead a brief description is disclosed for each type of contingent liability and, where practicable: (i) an estimate of its financial effect, (ii) an indication of the uncertainties relating to the amount or timing of any outflow; and (iii) the possibility of any reimbursement. Contingent liabilities for which the possibility of any outflow in settlement is remote are not disclosed. Provision: it is a present obligation recognized as a liability, provided that a reliable estimate can be made and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. In light of the nature of the lawsuits, their similarity with previous lawsuits, their complexity, applicable jurisprudence, and procedural statuses, the lawsuits are classified into three risk categories: maximum, medium, and minimum, taking into account the possibility of the incurring a loss, based on the opinion of the Bank’s inhouse and external legal counsel. Based on the expected loss, the policy adopted to classify lawsuits were as follows: Minimum risk: all lawsuits in lower courts and all appealed favorable lower court and first appellate court decisions, depending on the appealed issue, are classified in this category. Medium risk: lawsuits with an unfavorable lower court or first appellate court decision for which there is the possibility of reversing the outcome in light of the issue appealed are classified in this category. Maximum risk: lawsuits with an unfavorable lower court or first appellate court decision, and other lawsuits whose outcome, in light of the issue appealed, will be hardly reversed are classified in this category. 19 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) In order to align the Bank’s policy with the standards described above, the following adjustments were made: Legal criteria Possibility of loss Accounting impact Minimum risk Medium risk Maximum risk remote possible probable N/A disclose Accrued 100% Contingent assets are not recognized in the bank’s financial statements and are disclosed only when management is certain of their realization or a favorable final and unappealable court decision is issued or the possibility of an inflow of economic benefits is high. 4.13) Capital Dividends The distribution of dividends to a single shareholder is recognized as a liability in the financial statements at the end of the reporting period, based on the mandatory minimum amount set forth in BNDES’ bylaws, which corresponds to 25% of the adjusted net income after recognition of the legal reserve and tax incentive reserve. Any amount above the minimum mandatory dividend is only accrued on the date it is approved by the Board of Directors. 5. Cash and cash equivalents R$ thousand 2011 BNDES Cash and cash equivalents Interbank investments (note 6) Securities Exclusive funds’ units (note 7.3) 20 As of December 31 2010 2011 2010 Consolidated 1,178 8,009 5,821 15,897 5,365,875 10,113,958 5,365,875 10,113,958 814,345 1,825,135 1,310,694 3,965,698 6,181,398 11,947,102 6,682,390 14,095,553 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 6. Interbank investments 6.1) Investments in foreign exchange portfolio As of December 31, 2011, the balance of these current transactions amounted to R$19.7 (R$1,689.6 as of December 31, 2010). 6.2) Resale agreements The BNDES carried out purchases of securities under resale agreements (over-thecounter market); these securities are current and backed by federal government securities, amounting to R$302.7 as of December 31, 2011 (R$24.3 as of December 31, 2010). 6.3) Interbank deposits Since 2008 the BNDES has conducted short-term transactions registered with CETIP. As of December 31, 2011, the balance of investments in interbank deposits was R$5,043.4 (R$8,400 as of December 31, 2010). 7. Securities 7.1) By nature and maturity R$ thousand As of December 31, 2011 BNDES Without maturity Own portfolio Trading securities: Public sector: Exclusive investment fund shares National Treasury bills – LFT National Treasury notes – LTN National Treasury notes – NTN-B Available-for-sale securities: Public sector: Debentures National Treasury bills - LFT National Treasury notes – LTN National Treasury notes – NTN-B National Treasury notes – NTN-F Stocks Private sector: Debentures Stocks, 814,345 814,345 Up to 3 months 4,748,194 5,004,718 112,651 9,865,563 3 to 12 months 1 to 3 years - 3 to 5 years - 5 to 15 years Over 15 years Total - - 814,345 - 4,748,194 - 5,004,718 112,651 - 10,679,908 11,916,263 213,946 - 1,929,724 53,119 96,401 286,212 - 32,069 343,588 - 1,004,228 - 1,349,329 886,980 - 2,700,967 4,768,524 - 589,603 - 1,004,228 - 1,929,724 8,238,892 12,438,708 - 5,941,716 - 11,916,263 136,138 12,052,401 28,458 359,967 196,582 596,559 2,011,301 1,279,016 2,893,727 326,779 7,796,270 911,786 136,138 8,238,892 34,868,166 21 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31, 2011 BNDES Without maturity Held-to-maturity securities: Public sector: Debentures National Treasury notes – NTN-B National Treasury notes – F Series – NTN-F Private sector: Debentures Up to 3 months 3 to 12 months 1 to 3 years 3 to 5 years 5 to 15 years Over 15 years Total - 5,299,971 16,019 14,151 - 131,280 - 550,098 - 1,573,265 5,184,271 - 2,270,662 1,973,890 1,988,041 - 10,484,242 - 2,064 5,302,035 30,881 61,051 24,988 679,374 156,268 1,229,472 6,757,536 737,307 1,973,890 15,480,252 - - 55,448 55,448 - - - 7,365,529 7,365,529 7,420,977 7,420,977 Derivatives - 17,453 - - - - - 17,453 Linked to guarantees: Held-to-maturity securities (public sector): Treasury bills – A Series - 5,402 16,205 27,008 - - - 48,615 Linked to assignment (public): Held-to-maturity securities National Treasury notes – B Series – NTN-B - - 1,555 - - - 205,466 207,021 Linked to repurchase agreements: Held-to-maturity securities: Public sector: National Treasury notes – NTN-B TOTAL 12,866,746 15,787,012 2,145,560 1,462,292 4,123,199 14,553,806 17,783,777 68,722,392 Allowance for losses – Debentures – Private sector Allowance for losses – Debentures – Public sector Total allowance for losses – Debentures (155) (3,156) (3,311) TOTAL 68,719,081 Current Non-current Total 18,746,682 49,972,399 68,719,081 R$ thousand As of December 31, 2010 BNDES Without maturity Own portfolio: Trading securities: Public sector: Exclusive investment fund shares National Treasury bills – LFT National Treasury notes / NTN-B Available-for-sale securities: Public sector: Debentures National Treasury notes – LTN National Treasury notes – LTN National Treasury notes – NTN-B National Treasury notes – NTN-F Stocks, Private sector: Debentures Stocks, Up to 3 months 1,825,135 - 4,992,576 104,299 1,825,135 5,096,875 3 to 12 months 1 to 3 years - 135,102 - 1,090,852 1,847,843 10 22,884 106,501 6,672,597 3 to 5 years - 5 to 15 years - 321,751 363,029 899,563 467 1,269,173 853,809 1,243,673 - 234,667 512,813 375,570 84,136 6,756,733 1,197,363 2,240,496 1,688,840 4,151,008 22 Over 15 years - Total - 1,825,135 4,992,576 104,299 6,922,010 - 1,092,367 - 819,882 899,563 2,938,695 2,384,901 2,203,983 6,672,597 - 1,484,962 361,912 84,136 361,912 1,092,367 17,488,719 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31, 2010 BNDES Without maturity Held-to-maturity securities: Public sector: Debentures National Treasury notes – B Series – NTN-B National Treasury notes – F Series – NTN-F Private sector: Debentures Up to 3 months 3 to 12 months 1 to 3 years 3 to 5 years 5 to 15 years Over 15 years Total - 277,308 253,289 - 32,039 - - 1,964 279,272 253,289 153,231 185,270 Linked to guarantees (public sector): Held-to-maturity securities: National Treasury bills – LFT – A Series - 4,823 14,470 38,584 4,823 - - 62,700 Derivatives - 833 - - - - - 833 TOTAL 899,017 1,021,507 - 6,438,471 - 5,082,394 - 1,952,563 6,691,760 5,359,702 766,306 611,111 899,017 6,715,012 6,438,471 14,770,331 8,581,868 6,579,166 2,508,255 1,912,694 5,054,848 7,076,924 7,530,838 39,244,593 Allowance for losses – Debentures – Private sector Allowance for losses – Debentures – Public sector Total allowance for losses – Debentures (767) (1,903) (2,670) Total 39,241,923 Current Long Term Total 10,912,556 28,329,367 39,241,923 R$ thousand As of December 31, 2011 Own portfolio: Trading securities: Public sector: Exclusive investment fund shares National Treasury bills – LFT National Treasury bills – LTN National Treasury notes / NTN-B Available-for-sale securities: Public sector: Debentures Stocks National Treasury bills – LFT National Treasury bills – LTN National Treasury notes / NTN-B National Treasury notes / NTN-F Private sector: Debentures Investment fund shares Stocks Held-to-maturity securities: Public sector: Debentures National Treasury notes – B Series – NTN-B National Treasury notes – F Series – NTN-F Private sector: Debentures Without maturity Up to 3 months 1,310,694 1,310,694 4,748,194 5,004,718 112,651 9,865,563 Consolidated 1 to 3 3 to 5 years years 3 to 12 months - - 5 to 15 years Over 15 years Total - - - 1,310,694 4,748,194 5,004,718 112,651 11,176,257 170,043 343,589 - 1,004,228 - 1,349,329 886,980 - 2,700,967 4,768,524 8,238,892 - 727,578 38,165,422 1,004,228 1,929,724 12,438,708 5,941,716 38,165,422 - 213,946 - 1,929,724 53,119 96,401 286,212 2,124,340 44,261,790 84,551,552 273 32,092 2,709,915 3,650,260 3,537,826 596,832 2,014,935 3,766,938 6,347,406 11,007,317 1,685,506 11,615,872 2,124,340 - 44,261,790 9,924,398 118,209,378 - 5,299,971 16,019 14,151 - 139,913 - 818,332 - 1,931,831 5,184,271 1,973,890 - 2,906,095 1,988,041 10,484,242 - 2,064 5,302,035 30,881 61,051 24,988 1,401,718 164,901 2,220,050 1,486,347 8,602,449 1,973,890 2,945,998 18,324,376 23 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31, 2011 Without maturity Linked to repurchase agreements: Available-for-sale securities Public sector National Treasury notes – B Series – NTN-B Up to 3 months Consolidated 1 to 3 3 to 5 years years 3 to 12 months 5 to 15 years Over 15 years Total - - 55,448 55,448 - - - 7,365,529 7,365,529 7,420,977 7,420,977 Linked to guarantees (public sector): Held-to-maturity securities: National Treasury bills – LFT – A Series – LFT-A - 5,402 16,205 27,008 - - - 48,615 Linked to assignment (public) Held-to-maturity securities National Treasury notes – B Series – NTN-B - - 1,555 - - - 205,466 207,021 145,505 17,453 - 609,227 129,328 146,040 - 1,047,553 Derivatives 86,007,751 15,787,285 2,149,194 4,568,074 8,696,784 19,755,806 19,469,283 156,434,177 Allowance for losses – Debentures – Private sector Allowance for losses – Debentures – Public sector (63,777) (4,364) (68,141) Total 156,366,036 Current Non-current Total 19,525,389 136,840,647 156,366,036 R$ thousand As of December 31, 2010 Consolidated Sem Vencimento Own portfolio: Trading securities: Public sector: Exclusive investment fund shares Treasury bills – LFT National Treasury notes / NTN-B Available-for-sale securities: Public sector: Shares and subscription warrants Debentures National Treasury bills – LFT National Treasury notes – LTN National Treasury notes – NTN-B National Treasury notes – NTN-F Private sector: Debentures Stocks Investment fund shares Held-to-maturity securities: Public sector: Debentures National Treasury notes – NTN-B National Treasury notes – F Series – NTN-F Private sector: Debentures Derivatives Até 3 meses 3,965,698 - 4,992,576 104,299 3,965,698 5,096,875 3 a 12 meses 1a3 anos - 54,902,741 135,102 - 1,090,852 1,847,843 10 22,884 106,501 - 3a5 anos - 5 a 15 anos Acima de 15 anos - - - 3,965,698 4,992,576 104,299 9,062,573 459,724 363,029 899,563 467 1,269,173 853,809 1,243,673 - 1,092,367 - 54,902,741 957,855 899,563 2,938,695 2,384,901 2,203,983 260 234,667 1,826,906 3,549,379 2,786,052 41,089,002 2,022,829 98,014,572 1,197,623 2,240,496 3,140,906 7,324,817 2,786,052 - 277,308 253,289 - - 1,964 279,272 253,289 385,097 833 - 24 Total 32,039 - 4,709,641 13,106,905 - 41,089,002 2,022,829 5,802,008 120,506,474 946,571 1,491,483 - 5,082,394 6,438,471 - 2,470,093 6,691,760 5,359,702 153,231 540,913 611,111 185,270 1,487,484 7,184,988 6,438,471 1,307,219 15,828,774 - 556,501 170,571 - - (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31, 2010 Consolidated Sem Vencimento Linked to guarantees (public sector): Held-to-maturity securities: National Treasury bills – LFT – A Series Até 3 meses 3 a 12 meses 1a3 anos 3a5 anos 5 a 15 anos Acima de 15 anos Total 4,823 14,469 38,585 4,823 62,700 102,365,367 6,579,426 2,508,254 3,535,332 8,817,124 9,971,040 12,240,479 146,017,022 Allowance for losses – Debentures – Private sector Allowance for losses – Debentures – Public sector (1,086) (2,245) (3,331) Total 146,013,691 Current Non-current Total 13,520,620 132,493,071 146,013,691 7.2) Cost and fair values and breakdown by issuer R$ thousand BNDES Own portfolio Trading securities: Public sector: Exclusive investment fund shares Treasury bills – LFT National Treasury notes – NTN-B National Treasury notes – LTN Available-for-sale securities: Public sector: Debentures Stocks National Treasury bills – LFT National Treasury notes – LTN National Treasury notes – NTN-B National Treasury notes – NTN-F Private sector: Debentures Investment fund shares Stocks Held-to-maturity securities (1) : Public sector: Debentures National Treasury notes – NTN-B National Treasury notes – F Series – NTN-F Private sector: Debentures Allowance for losses – Debentures – Private sector Allowance for losses – Debentures – Public sector Total allowance for losses – Debentures 2011 Cost Fair value 64,068,655 61,028,326 Consolidated 2010 Cost Fair value 39,027,351 39,181,060 2011 Cost Fair value 126,518,221 147,710,011 2010 Cost Fair value 145,785,017 145,397,821 814,298 4,747,909 96,988 5,022,098 10,681,293 814,345 4,748,194 112,651 5,004,718 10,679,908 1,825,135 4,992,996 90,609 6,908,740 1,825,135 4,992,576 104,299 6,922,010 1,310,630 4,747,909 96,988 5,022,098 11,177,625 1,310,694 4,748,194 112,651 5,004,718 11,176,257 - - 9,049,296 9,062,573 580,728 15,806,879 1,004,092 1,921,297 11,765,957 5,940,440 589,603 11,916,263 1,004,228 1,929,724 12,438,708 5,941,716 682,676 6,845,044 899,563 2,946,967 2,249,942 2,132,991 819,882 6,672,597 899,563 2,938,695 2,384,901 2,203,983 718,701 44,727,918 1,004,092 1,921,297 11,765,957 5,940,440 727,578 38,165,422 1,004,228 1,929,724 12,438,708 5,941,716 820,649 55,075,188 899,563 2,946,967 2,249,942 2,132,991 957,855 54,902,741 899,563 2,938,695 2,384,901 2,203,983 781,693 106,024 37,907,110 911,786 1,506,961 136,138 84,136 34,868,166 17,348,280 1,484,962 84,136 17,488,719 11,747,510 2,124,340 17,065,965 97,016,220 11,615,872 2,124,340 44,261,790 118,209,378 13,669,816 2,022,829 41,089,002 120,906,947 13,106,905 2,022,829 41,089,002 120,506,474 2,270,662 1,988,041 10,484,242 2,270,662 1,988,041 10,484,242 1,952,563 6,691,760 5,359,702 1,952,563 6,691,760 5,359,702 2,906,095 1,988,041 10,484,242 2,906,095 1,988,041 10,484,242 2,470,093 6,691,760 5,359,702 2,470,093 6,691,760 5,359,702 737,307 15,480,252 737,307 15,480,252 766,306 14,770,331 766,306 14,770,331 2,945,998 18,324,376 2,945,998 18,324,376 1,307,219 15,828,774 1,307,219 15,828,774 (155) (3,156) (3,311) (155) (3,156) (3,311) (767) (1,903) (2,670) (767) (1903) (2,670) (63,777) (4,364) (68,141) (63,777) (4,364) (68,141) (1,086) (2,245) (3,331) (1,086) (2,245) (3,331) 7,420,977 7,420,977 - - 7,420,977 7,420,977 - - 17,091 17,453 833 833 17,091 1,047,553 833 556,501 - 3,965,691 4,992,996 90,609 3,965,698 4,992,576 104,299 Linked to repurchase agreements: Held-to-maturity securities (Public sector) National Treasury notes – B Series – NTN-B Derivatives (Note 27) 25 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand BNDES Cost Linked to guarantees: Held-to-maturity securities (public sector): Treasury bills – A Series 2011 Fair value 48,615 Linked to assignment (public): Held-to-maturity securities National Treasury notes – B Series – NTN-B Total Consolidated Cost 48,615 2010 Fair value 62,700 2011 Cost 62,700 2010 Fair value 48,615 Cost 48,615 Fair value 62,700 62,700 207,021 207,021 - - 207,021 207,021 - - 71,759,048 68,719,081 39,088,214 39,241,923 134,143,784 156,366,036 145,845,219 146,013,691 (1) Held-to-maturity securities are accounted for at cost, plus accrued earnings. With respect to fair values reported: - The debentures correspond to a financial support rather than a short-term investment, as described in Note 8.2. For this reason, its fair value is equal to its adjusted cost. - To determine the fair value of National Treasury notes, the prices disclosed by the National Association of Financial Market Institutions (ANDIMA) were used. R$ thousand BNDES Summary per issuer (net of allowance): Cost Public sector Private sector Total 2011 Fair value 70,117,088 1,641,960 71,759,048 66,916,552 1,802,529 68,719,081 Consolidated Cost 2010 Fair value 36,730,745 2,357,469 39,088,214 2011 36,906,453 2,335,470 39,241,923 2010 Cost Fair value Cost Fair value 100,306,657 33,837,127 134,143,784 94,434,260 61,931,776 156,366,036 87,756,606 58,088,613 145,845,219 87,932,321 58,081,370 146,013,691 7.3) Exclusive Investment Funds As of December 31, 2011, the BNDES holds investments in exclusive funds managed by Banco do Brasil and Caixa Econômica Federal, which are classified as trading securities according to the Central Bank of Brazil Circular Letter Nº 3,068, of November 8, 2001. The Funds’ portfolio consists basically of government securities issued by the National Treasury and under the custody of the SELIC (Special Settlement and Custody System). The breakdown of the Funds’ portfolio is as follows: R$ thousand As of December 31 BNDES 2011 Consolidated BNDES 2010 Consolidated BB Extramercado Fund (*) ASSETS Cash and cash equivalents Repurchase agreements Treasury bills - LFT National Treasury bills - LTN Securities Treasury bills – LFT National Treasury notes – NTN – F National Treasury notes – NTN - B Other LIABILITIES Amounts payable Sub total BB GAIA FI RF Fund 26 2 6 2,012 6,017 638,314 2,439 710,746 2,439 806,858 1,709,040 84,349 1,770 514 2 727,390 508,299 1,770 514 3 1,223,777 413,098 - 1,647,610 - 1 1,221,969 2 3,362,669 (65) (65) (103) (103) (84) (84) (221) (221) 727,325 1,223,674 1,221,885 3,362,448 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31 2011 Consolidated BNDES ASSETS Cash and cash equivalents Repurchase agreements Treasury bills – LFT Securities Treasury bills – LFT Other LIABILITIES Amounts payable Sub total 2010 Consolidated BNDES 4 4 4 4 4,320 4,320 13,879 13,879 35,614 1 39,939 35,614 1 39,939 64,071 77,954 64,071 77,954 (5) (5) (5) (5) (5) (5) (5) (5) 39,934 39,934 77,949 77,949 - - 2 2 47,089 47,089 47,089 47,089 525,307 525,309 525,307 525,309 (3) (3) (3) (3) (8) (8) (8) (8) FI Caixa Progresso Curto Prazo Fund ASSETS Cash and cash equivalents Repurchase agreements National Treasury notes - NTN LIABILITIES Amounts payable Sub total 47,086 47,086 525,301 525,301 TOTAL 814,345 1,310,694 1,825,135 3,965,698 (*) It includes BB Urano 2 Fund (FINAME) , BB Extramercado Exclusivo 23 FI RF Fund (BNDESPAR) and BB Milênio 28 FI Fixed-Income Fund (BNDES) with similar investment policies. Breakdown of the securities included in the Funds’ assets per maturity: R$ thousand Number Without maturity Up to 3 months As of December 31, 2011 BNDES 3 to 12 1 to 3 3 to 5 5 to 15 months years years years Total Fair value Cost BB Extramercado Fund Repurchase agreements Treasury bills - LFT National Treasury bills - LTN Securities Treasury bills – LFT National Treasury notes – F Series – NTN-F National Treasury notes – B Series – NTN-B 129,837 2,565 - 638,314 2,439 - - - - 638,314 2,439 638,314 2,439 16,800 1,704 237 - 640,753 - 83,345 514 83,859 1,004 1,770 2,774 - 84,349 1,770 514 727,386 84,345 1,732 509 727,339 862 - 4,320 - - - - 4,320 4,320 7,093 - 4,320 - 24,650 24,650 5,021 5,021 5,943 5,943 35,614 39,934 35,614 39,934 BB GAIA FI RF Fund Repurchase agreements Treasury bills - LFT Securities Treasury bills – LFT 27 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand Without maturity Number As of December 31, 2011 BNDES 3 to 12 1 to 3 3 to 5 5 to 15 months years years years Up to 3 months Total Fair value Cost FI Caixa Progresso Curto Prazo Fund Repurchase agreements National Treasury notes - NTN 21,782 Total - 47,089 47,089 - - - - 47,089 47,089 47,089 47,089 - 692,162 - 108,509 7,795 5,943 814,409 814,362 R$ thousand Number Without maturity As of December 31, 2010 BNDES 3 to 12 1 to 3 3 to 5 months years years Up to 3 months 5 to 15 years Total Fair value Cost BB Extramercado Fund Repurchase agreements Treasury bills - LFT Securities Treasury bills – LFT 179,710 - 806,858 - - - - 806,858 806,858 91,844 - 806,858 - 15,743 15,743 370,368 370,368 26,987 26,987 413,098 1,219,956 413,099 1,219,957 3,091 - 13,879 - - - - 13,879 13,879 14,245 - 13,879 607 607 4,093 4,093 48,128 48,128 11,243 11,243 64,071 77,950 64,069 77,948 262,402 - - - 525,307 525,307 - - 525,307 525,307 525,307 525,307 - 820,737 607 545,143 418,496 38,230 1,823,213 1,823,212 BB GAIA FI RF Fund Repurchase agreements Treasury bills - LFT Securities Treasury bills – LFT FI Caixa Progresso Curto Prazo Fund Repurchase agreements National Treasury notes - NTN Total 28 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand Without maturity Number As of December 31, 2011 Consolidated 3 to 12 1 to 3 3 to 5 5 to 15 months years years years Up to 3 months Total Fair value Cost BB Extramercado Fund Repurchase agreements Treasury bills - LFT National Treasury bills - LTN Securities Treasury bills – LFT National Treasury notes – F Series – NTN-F National Treasury notes – B Series – NTN-B 195,992 2,565 - 710,746 2,439 - - - - 710,746 2,439 710,746 2,439 101,233 1,704 237 - 713,185 - 272,327 514 272,841 117,393 1,770 119,163 118,579 118,579 508,299 1,770 514 1,223,768 508,283 1,732 509 1,223,709 862 - 4,320 - - - - 4,320 4,320 7,093 - 4,320 - 24,650 24,650 5,021 5,021 5,943 5,943 35,614 39,934 35,610 39,930 21,782 - 47,089 47,089 - - - - 47,089 47,089 47,089 47,089 - 764,594 - 297,491 124,184 124,522 1,310,791 1,310,728 BB GAIA FI RF Fund Repurchase agreements Treasury bills - LFT Securities Treasury bills – LFT FI Caixa Progresso Curto Prazo Fund Repurchase agreements National Treasury notes - NTN Total R$ thousand Number Without maturity As of December 31, 2010 Consolidated 3 to 12 1 to 3 3 to 5 months years years Up to 3 months 5 to 15 years Total Fair value Cost BB Extramercado Fund Repurchase agreements Treasury bills - LFT Securities Treasury bills – LFT 380,706 - 1,709,040 - - - - 1,709,040 1,709,040 366,312 - 1,565 1,710,605 62,677 62,677 319,203 319,203 1,186,713 1,186,713 77,452 77,452 1,647,610 3,356,650 1,647,605 3,356,645 3,091 - 13,879 - - - - 13,879 13,879 14,245 - 13,879 607 607 4,093 4,093 48,128 48,128 11,243 11,243 64,071 77,950 64,069 77,948 262,402 - - - 525,307 525,307 - - 525,307 525,307 525,307 525,307 - 1,724,484 63,284 848,603 1,234,841 88,695 3,959,907 3,959,900 BB GAIA FI RF Fund Repurchase agreements Treasury bills - LFT Securities Treasury bills – LFT FI Caixa Progresso Curto Prazo Fund Repurchase agreements National Treasury notes - NTN Total Under BACEN Circular Letter Nº 3,068, trading securities are classified in current assets regardless of their maturities. 29 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 7.3) Mutual investment funds and interests These investments are managed by private financial institutions. Shares of these funds are assessed based on the quota’s value disclosed by the fund manager on the balance sheet date. R$ thousand Fund - PROT – Fund - Brasil Energia – Fund - Corporativo Brasil - Credit Rights Fund - InfraBrasil – Fund - AG Angra Infra-Estrutura – Fund - Cia. Paulista Trens Metropolitanos Fund - Logística Brasil – Fund - Governança e Gestão Fund – FIPGG - Caixa Modal Oleo e Gás Fund - FIP Terra Viva - Fund - Brascan de Petróleo e Gás Fund - Brasil Mezanino Infra-estr Fund - CRIATEC Fund - Caixa Ambiental Fund - BR Educacional Fund - CRP VI Venture Mutual Fund - RB Cinema I Fund - Brasil Agronegócio Fund - Vale Florestar Fund - Brasil Sustentabilidade Fund - Empreendedor Brasil Fund Fund Manager Mellon Serviços Financeiros Distribuidora de Títulos Mobiliários S.A. Banco Bradesco S.A Credit Suisse Brasil Banco ABN Amro Real S.A. Banco Bradesco S.A Banco Bradesco S.A Banco Bradesco S.A. Governança & Gestão Investimentos Caixa Econômica Federal DGF Gestão de Fundos Ltda Banco Brascan S.A. Darby Stratus Administração de Investimentos Ltda BNY Mellon Serviços Financeiros Distribuidora de Títulos e Valores Mobiliários S.A Caixa Econômica Federal BEM - Distribuidora de Títulos e Valores Mobiliários Ltda. CRP Companhia de Participações S.A Rio Bravo Investimentos S.A. Banco Bradesco S.A Citibank Distribuidora de Titulos e Valores Mobiliários S.A BEM - Distribuidora de Títulos e Valores Mobiliários Ltda. BEM - Distribuidora de Títulos e Valores Mobiliários Ltda. - Other Total 12/31/2011 12/31/2010 555,565 668,473 306,672 285,665 187,929 150,033 40,561 56,316 31,606 32,738 29,712 14,665 315,427 298,196 151,751 82,253 55,412 56,889 38,778 18,502 29,494 16,728 41,865 22,550 35,551 22,803 35,266 31,522 42,798 36,074 33,953 10,464 21,552 12,203 11,413 6,880 61,868 36,248 34,289 3,111 14,522 10,626 100,750 97,496 2,124,340 2,022,829 The investments in equity mutual funds are assessed based on the price of each fund’s quota reported by the related managers, designated to income as adjustments to the investment. There is no difference between the adjusted value and the fair value. 30 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 8. Debentures 8.1) Available-for-sale debentures Typically, the BNDES fosters, through subsidiary BNDESPAR, the development of the stock market. The BNDES had no efforts aimed at supporting the development of the Brazilian corporate debt market. Accordingly, in August 2006, the Bank established rules applicable to the subscription of simple debentures through public offering, and the trading of these securities in the secondary market to support both new issues and the rollover of the assets purchased to increase local market liquidity. The subscription of publicly-offered debentures is limited to low-risk transactions, with the following features: • Subscription limited to 15% of the offering; • Industries supported by the BNDES; • Funds raised in order to finance: - fixed investments; working capital; expenses with R&D or other intangible assets; mergers and acquisitions (where scale economies are material to drive expansion of the company’s activities); - financial restructuring, if considered a necessary step to permit subsequent investments or partnerships. • Adoption of distribution and trading procedures that favor spreading securities throughout the market, liquidity, also with the participation of market makers, standardized clauses and corporate governance best practices. The transactions in the secondary market should follow the competitiveness and pricing transparency principles, giving preference to transactions conducted via electronic platforms or, when a transaction is conducted using a non-electronic platform, to transactions that are benchmarked to quotations available in electronic platforms. Debentures with embedded derivatives, accounted for by BNDESPAR, were recognized in the BNDES System based on BACEN Circular Letter Nº 3,082/2002, which requires disclosing the derivatives separately from the main instrument. 31 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) The main instrument was designated as available for sale and the derivative is measured at fair value and the effect is recognized as profit or loss. R$ thousand As of December 31 2011 1,501,389 10,842,061 12,343,450 BNDES balances BNDESPAR balances 2010 2,304,844 11,759,916 14,064,760 8.2) Held-to-maturity securities These debentures represent a type of financial support, rather than a financial investment, contracted directly with the issuers and realized upon maturity. Due to the characteristics of these securities, they are stated according to the standards defined by Central Bank of Brazil Resolution Nº 2,682, as shown in Note 8.2.4. 8.2.1) Breakdown of held-to-maturity debentures: R$ thousand As of December 31 2011 BNDES 2010 Consolidated BNDES Consolidated Gross amount Allowance for losses Net value 3,007,969 (3,311) 3,004,658 5,852,093 (68,141) 5,783,952 2,718,869 (2,670) 2,716,199 3,777,312 (3,331) 3,773,981 Current Non-current Total 48,730 2,955,928 3,004,658 48,730 5,735,222 5,783,952 1,964 2,714,235 2,716,199 1,964 3,772,017 3,773,981 8.2.2) Gross portfolio per sector: R$ thousand As of December 31 2011 BNDES Public sector Private sector Industry Other services (*) 2010 Consolidated BNDES Consolidated 2,270,662 2,906,094 1,952,563 2,470,093 24,988 712,319 737,307 142,004 2,803,995 2,945,999 91,610 674,696 766,306 91,610 1,215,609 1,307,219 3,007,969 5,852,093 2,718,869 3,777,312 Total (*) Includes mining and telecommunication 32 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 8.2.3) Gross portfolio per maturity: R$ thousand As of December 31 2011 BNDES Due in: 2012 2013 2014 2015 2016 After 2016 Total Consolidated 48,964 24,988 131,280 550,098 679,374 1,573,265 3,007,969 48,964 24,988 139,913 1,302,919 917,132 3,418,177 5,852,093 R$ thousand As of December 31 2010 BNDES Due in: 2011 2012 2013 2014 2015 After 2015 Total Consolidated 1,964 93,659 91,610 182,551 716,466 1,632,619 2,718,869 1,964 93,659 91,610 771,018 1,186,442 1,632,619 3,777,312 8.2.4) Breakdown of gross portfolio and allowance for credit risk by risk level: R$ thousand As of December 31 2011 Debentures BNDES Consolidated % Allowance Allowance BNDES Consolidated Risk level Status AA Performing 2,449,837 2,843,617 0.00 - - A Performing 454,119 2,065,102 0.50 2,271 10,326 B Performing 104,013 104,013 1.00 1,040 1,040 C Performing - 722,345 3.00 - 21,670 E Performing - 117,016 30.00 - 35,105 Total 3,007,969 5,852,093 3,311 68,141 Current Non-current Total 48,964 2,959,005 3,007,969 48,964 5,803,129 5,852,093 234 3,077 3,311 234 67,907 68,141 33 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31 Risk level Situação 2010 % Allowance Debentures BNDES Consolidated Allowance BNDES Consolidated AA Performing 2,252,970 3,179,118 0.00 - - A Performing 397,890 530,185 0.50 1,990 2,651 B Performing 68,009 68,009 1.00 680 680 Total 2,718,869 3,777,312 2,670 3,331 Current Non-current Total 1,964 2,716,905 2,718,869 1,964 3,775,348 3,777,312 2,670 2,670 3,331 3,331 8.2.5) Changes in the allowance for losses on debentures R$ thousand As of December 31 2011 BNDES (2,670) (641) (3,311) Balance at beginning of the period (Recognition) reversal, net Balance at end of the period 2010 BNDES (81,451) 78,781 (2,670) Consolidated (3,331) (64,810) (68,141) Consolidated (265,926) 262,595 (3,331) The effect on the statement of income is shown in note 26. 9. Loans and interbank onlendings 9.1) Breakdown: R$ thousand As of December 31 2011 BNDES 2010 Consolidated BNDES Consolidated Loans Allowance for losses 213,399,981 (1,824,634) 211,575,347 220,897,114 (2,760,384) 218,136,730 176,957,171 (2,629,389) 174,327,782 184,468,881 (3,131,101) 181,337,780 Interbank onlendings Allowance for losses 217,350,664 (408,937) 216,941,727 208,272,588 (891,038) 207,381,550 193,486,376 (702,841) 192,783,535 181,321,049 (1,083,836) 180,237,213 Total 428,517,074 425,518,280 367,111,317 361,574,993 Current Non-current Total 43,539,734 384,977,340 428,517,074 71,766,517 353,751,763 425,518,280 39,548,212 327,563,105 367,111,317 59,936,103 301,638,890 361,574,993 34 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 9.2) Gross portfolio per currency: R$ thousand As of December 31 2011 BNDES Subsidiaries Other Total Local currency Foreign currency 113,259,076 243,476,057 356,735,133 7,379,578 66,635,934 74,015,512 Consolidated Local currency Total 120,638,654 310,111,991 430,750,645 Foreign currency 351,983,735 351,983,735 77,185,967 77,185,967 Total 429,169,702 429,169,702 R$ thousand As of December 31 2010 BNDES Subsidiaries Other Total Local currency Foreign currency 94,047,006 215,959,386 310,006,392 7,247,643 53,189,512 60,437,155 Consolidated Total 101,294,649 269,148,898 370,443,547 Local currency Foreign currency 302,001,174 302,001,174 63,788,756 63,788,756 Total 365,789,930 365,789,930 9.3) Gross portfolio per sector R$ thousand As of December 31 2011 BNDES Public sector Private sector Rural Industry Trade Financial intermediation Other services Total 2010 BNDES Consolidated Consolidated 216,271,169 116,119,612 182,468,632 97,104,066 3,184,220 90,873,641 3,175,071 48,976,974 68,269,570 214,479,476 3,184,220 90,873,641 3,175,071 140,050,455 75,766,703 313,050,090 3,162,771 74,928,726 2,692,289 52,282,381 54,908,748 187,974,915 3,162,771 74,928,726 2,692,289 125,481,622 62,420,456 268,685,864 430,750,645 429,169,702 370,443,547 365,789,930 9.4) Gross portfolio by maturity: R$ thousand As of December 31 2011 BNDES Past-due Due in: 2012 2013 2014 2015 2016 After 2016 Total 35 Consolidated 587,530 587,530 43,190,667 33,111,564 41,670,029 40,360,618 35,118,656 236,711,581 430,750,645 71,679,924 56,051,001 43,621,907 34,063,722 21,463,585 201,702,033 429,169,702 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31 2010 BNDES Past-due Due in: 2011 2012 2013 2014 2015 After 2015 Total Consolidado 169,044 550,824 39,754,543 32,748,070 25,601,241 31,722,021 29,879,293 210,569,335 370,443,547 59,955,436 51,066,854 37,794,066 27,885,319 19,662,891 168,874,540 365,789,930 9.5) Loans and interbank onlendings portfolio concentration: R$ thousand As of December 31 2011 BNDES 216,041,762 97,769,112 59,260,585 57,679,186 430,750,645 10 largest customers 50 next largest customers 100 next largest customers Other customers Total Consolidated 166,173,862 126,763,070 68,457,929 67,774,841 429,169,702 R$ thousand As of December 31 2010 BNDES 187,417,474 86,996,019 49,371,521 46,658,533 370,443,547 10 largest customers 50 next largest customers 100 next largest customers Other customers Total Consolidated 141,617,216 112,978,830 55,848,110 55,345,774 365,789,930 9.6) Breakdown of portfolio and allowance for losses per risk level The National Monetary Council established, through Resolution Nº 2,682 of December 21, 1999, published by the Central Bank of Brazil, a system for recognizing the allowance for loan losses. The rule, which defines the risk ratings for performing and nonperforming loans and the related percentages, became effective in March 2000. 36 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Therefore, the allowances for losses on performing and nonperforming loans and interbank onlendings were as follows: a) Lending operations R$ thousand As of December 31 Lending operations Consolidated BNDES 2011 % Allowance Allowance Consolidated BNDES Risk level Status AA Performing 93,884,589 96,671,684 0.00 - - A Performing 85,394,825 85,561,916 0.50 426,974 427,810 B Performing 25,743,065 26,682,694 1.00 257,431 266,827 C Performing Nonperforming 5,982,332 3,845 5,986,177 6,558,176 3,845 6,562,021 3.00 3.00 179,470 115 179,585 196,745 115 196,860 D Performing 831,320 831,320 10.00 83,132 83,132 E Performing Nonperforming 642,970 157,034 800,004 3,670,444 157,034 3,827,478 30.00 30.00 192,891 47,110 240,001 1,101,134 47,110 1,148,244 F Performing 233,884 233,884 50.00 116,942 116,942 G Performing 18,494 18,494 70.00 12,946 12,946 H Performing 80,972 80,972 100.00 80,972 80,972 426,651 507,623 220,897,114 100.00 Total 426,651 507,623 213,399,981 426,651 507,623 1,824,634 426,651 507,623 2,760,384 Current Non-current Total 23,406,781 189,993,200 213,399,981 24,407,531 196,489,583 220,897,114 200,135 1,624,499 1,824,634 325,043 2,435,341 2,760,384 Nonperforming 37 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31 Lending operations Consolidated BNDES 2010 % Allowance Allowance Consolidated BNDES Risk level Status AA Performing 71,676,018 74,495,024 0.00 - - A Performing 72,025,362 72,215,828 0.50 360,127 361,079 B Performing 22,303,604 22,557,161 1.00 223,036 225,572 C Performing 6,491,834 10,357,804 3.00 194,756 310,734 D Performing 1,810,212 1,810,212 10.00 181,021 181,021 E Performing Nonperforming 1,000,763 46,684 1,047,447 1,000,763 46,684 1,047,447 30.00 30.00 300,229 14,005 314,234 300,229 14,005 314,234 F Performing Nonperforming 140,203 378 140,581 141,134 378 141,512 50.00 50.00 70,101 189 70,290 70,567 189 70,756 G Performing Nonperforming 587,259 36 587,295 587,259 36 587,295 70.00 70.00 411,082 25 411,107 411,082 25 411,107 H Performing Nonperforming 752,872 121,946 874,818 752,872 503,726 1,256,598 100.00 100.00 752,872 121,946 874,818 752,872 503,726 1,256,598 Total 176,957,171 184,468,881 2,629,389 3,131,101 Current Non-current Total 20,518,811 156,438,360 176,957,171 21,835,401 162,633,480 184,468,881 304,887 2,324,502 2,629,389 392,823 2,738,278 3,131,101 b) Interbank onlendings R$ thousand As of December 31 Interbank onlendings Consolidated BNDES 2011 % Allowance Allowance Risk level Status AA Performing 157,647,616 59,000,473 0.00 - - A Performing 53,197,172 136,357,234 0.50 265,985 681,785 B Performing 6,341,056 12,647,755 1.00 63,411 126,478 C Performing 87,917 189,873 3.00 2,638 5,697 F Performing - 350 50.00 - 175 H Performing (*) 76,903 76,903 100.00 Total 217,350,664 208,272,588 408,937 891,038 Current Non-current Total 20,371,416 196,979,248 217,350,664 47,859,923 160,412,665 208,272,588 38,328 370,609 408,937 175,894 715,144 891,038 (*) See Note 9.8 38 BNDES Consolidated 76,903 76,903 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31 Interbank onlendings Consolidated BNDES 2010 % Allowance Allowance Risk level Status BNDES AA Performing 138,417,052 59,245,620 0.00 - - A Performing 50,041,202 110,322,846 0.50 250,206 551,614 B Performing 4,501,768 11,022,551 1.00 45,017 110,225 C Performing 122,409 305,570 3.00 3,673 9,167 E Performing - 16,011 30.00 - 4,804 F Performing - 850 50.00 - 425 H Performing (*) Nonperforming 403,945 403,945 407,601 407,601 100.00 100.00 403,945 403,945 407,601 407,601 Total 193,486,376 181,321,049 702,841 1,083,836 Current Non-current Total 19,404,776 174,081,600 38,670,859 142,650,190 70,488 632,353 177,334 906,502 193,486,376 181,321,049 702,841 1,083,836 Consolidated (*) See Note 9.8 9.7) Changes in allowance for losses on loans and interbank onlendings a) Lending operations R$ thousand As of December 31 2011 Balance at beginning of year (Recognition) reversal, net Write-offs against allowance Balance at end of year BNDES (2,629,389) 660,216 144,539 (1,824,634) Consolidated (3,131,101) (137,168) 507,885 (2,760,384) 2010 Consolidated BNDES (3,240,648) (3,414,975) 471,269 143,846 139,990 140,028 (2,629,389) (3,131,101) b) Interbank onlendings R$ thousand As of December 31 Balance at beginning of year (Recognition) reversal, net Balance at end of year 2011 Consolidated BNDES (702,841) (1,083,836) 293,904 192,798 (408,937) (891,038) 2010 Consolidated BNDES (967,460) (1,236,047) 264,619 152,211 (702,841) (1,083,836) The effect on the statement of income is shown in Note 26. 39 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 9.8) Allowance for onlendings under the PRONAF Program As of December 31, 2007, onlendings under the National Family Farming Strengthening Program (PRONAF) were classified as risk level H pursuant to Resolution Nº 2,682/99 of the National Monetary Council (CMN). Such reclassification was performed in accordance with article 2 of such Resolution, given that such transactions are constantly renegotiated as required by the Federal Government, with extended due dates, waiver of fines and late payment charges, decreases in interest rates, discounts for timely payments, and return of installments paid. In the third quarter of 2009, the risk ratings for a portion of PRONAF’s portfolio were changed, and the ratings returned to the risk of the respective financial agents. The allowance balance as of December 31, 2011 totals R$ 32.0 (December 31, 2010). 10. Other Receivables – Term Sale of Securities and receivables 10.1) Breakdown: R$ thousand As of December 31 2011 BNDES Credit sales of securities Allowance 2010 Consolidated BNDES Consolidated - 1,276,882 (183,336) 1,093,546 - 1,279,922 (10,257) 1,269,665 Receivables Allowance 1,017,763 (383) 1,017,380 1,049,704 (18,095) 1,031,609 1,060,315 (2,294) 1,058,021 2,721,725 (38,785) 2,682,940 Total 1,017,380 2,125,155 1,058,021 3,952,605 Current Non-current Total 81,396 935,984 1,017,380 281,293 1,843,862 2,125,155 140,904 917,117 1,058,021 430,833 3,521,772 3,952,605 10.2) Gross portfolio by sector: R$ thousand As of December 31 2011 BNDES Public sector Private sector Industry Other services Total 2010 Consolidated BNDES Consolidated 1,002,778 1,002,778 958,511 958,511 14,985 14,985 1,017,763 1,087,524 236,284 1,323,808 2,326,586 101,804 101,804 1,060,315 1,264,566 1,778,570 3,043,136 4,001,647 40 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 10.3) Gross portfolio by maturity R$ thousand As of December 31 2011 BNDES Due in: 2012 2013 2014 2015 2016 After 2016 Total Consolidated 81,427 67,859 72,397 77,203 82,379 636,498 1,017,763 314,275 278,163 406,489 149,724 222,924 955,011 2,326,586 R$ thousand As of December 31 2010 BNDES Due in: 2011 2012 2013 2014 2015 After 2015 Total Consolidated 141,210 72,814 61,191 65,276 69,641 650,183 1,060,315 434,397 357,539 365,072 489,980 228,615 2,126,044 4,001,647 10.4) Breakdown of gross portfolio per risk level and allowance for losses R$ thousand As of December 31 Credit sales of securities Consolidated BNDES 2011 % Allowance Allowance Risk level Status AA Performing - 130,635 0.00 - - A Performing - 967,749 0.50 - 4,839 H Performing - 178,498 100.00 - 178,497 - 1,276,882 - 183,336 - 226,132 1,050,750 1,276,882 - 30,399 152,937 183,336 Total Current Non-current Total 41 BNDES Consolidated (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31 Credit sales of securities Consolidated BNDES Risk level Status AA Performing - 120,259 A Performing - B Total Performing - Current Non-current Total 2010 % Allowance Allowance BNDES Consolidated 0.00 - - 267,991 0.50 - 1,340 891,672 1.00 1,279,922 - 10,257 225,272 1,054,650 1,279,922 - 1,766 8,491 10,257 8,917 R$ thousand As of December 31 Receivables Risk level Status BNDES AA Performing 986,292 986,292 A Performing 14,841 B Performing C 2011 % Allowance Allowance BNDES Consolidated 0.00 - - 15,244 0.50 74 76 16,486 16,486 1.00 165 165 Performing - 513 3.00 - 15 F Performing - 26,659 50.00 - 13,329 H Performing Nonperforming 1,879 2,631 4,510 1,049,704 100.00 Total 144 144 1,017,763 144 144 383 1,879 2,631 4,510 18,095 Current Non-current Total 81,427 936,336 1,017,763 90,774 958,930 1,049,704 31 352 383 5,214 12,881 18,095 Consolidated R$ thousand As of December 31 Receivables Risk level Status BNDES Consolidated 2010 % Allowance Allowance BNDES Consolidated AA Performing 940,662 940,662 0.00 - - A Performing 101,805 1,734,889 0.50 509 8,674 D Performing 17,848 17,848 10.00 1,785 1,785 H Performing Nonperforming - 26,374 1,952 28,326 100.00 100.00 - 26,374 1,952 28,326 Total 1,060,315 2,721,725 2,294 38,785 Current Non-current Total 141,210 919,105 1,060,315 209,125 2,512,600 2,721,725 306 1,988 2,294 1,798 36,987 38,785 42 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 10.5) Changes in allowance for losses on credit sale of securities R$ thousand As of December 31 2011 BNDES Balance at beginning of year (Recognition) reversal, net Write-offs against allowance Balance at end of year Consolidated - (10,257) (175,136) 2,057 (183,336) 2010 Consolidated BNDES (155) (30,830) 155 19,363 1,210 (10,257) The effect on the statement of income is shown in Note 26. 10.6) Changes in allowance for losses on receivables R$ thousand As of December 31 2011 Consolidated BNDES (2,294) (38,785) 1,911 20,690 (383) (18,095) Balance at beginning of year (Recognition) reversal, net Balance at end of year 2010 Consolidated BNDES (20,011) (26,517) 17,717 (12,268) (2,294) (38,785) The effect on the statement of income is shown in Note 26. 11. Receivables Written Off as Losses and Renegotiated R$ thousand As of December 31 Receivables written off as losses Recovered receivables (*) Renegotiated receivables 2nd six-month period of 2011 Consolidated BNDES 74,089 74,103 192,511 412,115 180,891 180,891 2011 Consolidated BNDES 144,539 509,942 316,826 881,100 871,806 871,806 2010 Consolidated BNDES 139,990 141,238 2,199,521 2,286,031 10,448,322 10,448,322 (*)The effect on the statement of income is shown in Note 26. 12. Other receivables – Dividends and interest on capital receivable Of the balance of R$1,883.5 (R$1,222.8, current, and R$660.7, noncurrent), in the consolidated balance sheet, R$1,321.4 (R$660.7, current, and R$660.7 , noncurrent), net of taxes and adjusted based on the SELIC rate, refer to dividends receivable from Centrais Elétricas Brasileiras – Eletrobrás by BNDESPAR. In accordance with the Material Fact Notice disclosed on January 22, 2010, Eletrobrás reported to the market that the Board of Directors approved the settlement of the special reserve balance related to undistributed mandatory dividends arising from net income between 1979 and 1998, in the total amount of R$10,284.9, whose payments are scheduled to be made in four annual installments from June 30, 2010 to June 30, 2013. BNDESPAR was entitled to receive the gross amount of R$2,171.2. Through December 31, 2011, R$849.8 was paid. 43 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 13. Other receivables – Receivables - Eletrobras As at December 31, 2010, the Federal Government receivables from Eletrobras, assigned to BNDES, amounted to R$3,222.4. These receivables refer to the portion of dividends recognized in a Special Reserve (R$1,611.2 thousand, current, and R$1,611.2 , noncurrent). The amounts are adjusted based on the SELIC rate and payments will be made from June 2010 to June 2013, according to the Material Fact Notice disclosed on January 22, 2010 by the Company. 14. Other Receivables – Other R$ thousand As of December 31 2011 BNDES 2010 Consolidated BNDES Consolidated Payments to be refunded Debtors for guarantee deposits Other Total 89,771 142,136 61,067 292,974 19,529 573,986 96,704 690,219 78,192 139,679 65,639 283,510 18,846 471,148 73,893 563,887 Current Non-current 292,274 292,274 690,219 690,219 283,510 283,510 563,887 563,887 Total 15. Equity Investments The portfolio of equity investments of the BNDES System consists of associates, on which BNDESPAR has significant influence, and other entities on which there is no influence (whose shares are held by BNDESPAR, FINAME and/or the BNDES). The interest in associates of BNDESPAR portfolio is presented as investments under caption “Interest in associates”, and the interest in companies measured at fair value is presented as securities under caption “Shares and subscription warrants”, defined as “available for sale” by CPC 38. On February 16, 2011, Decree Nº 7,439 was enacted and excluded the BNDES’ ownership interest from the National Privatization Program (PND) (Decree Nº 1,068/94). Consequently, the BNDES’ portfolio of shares started to be managed as “Marketable securities”, recorded under “Subscription shares and warrants”, classified as “Available for sale” and measured at fair value. 44 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) The components of the equity investments portfolios of BNDESPAR—associates and available-for-sale financial instruments—arise from financial support transactions of the BNDES System, whose general focus is a long-term prospect. In order to disclose these assets from the same standpoint that they are managed, below is a breakdown of these investments as an equity investments portfolio, divided into ‘Financial instruments: available-for-sale securities’ and ‘Permanent investments’. The latter category includes the interests held by the BNDES in Fundo Garantidor para Investimentos – FGI. As of December 31, 2011, interests held by the BNDES were reclassified from “Permanent investments” to “Securities”, as determined by Decree Nº 7,439/2001 mentioned above. The comparative information as of December 31, 2010 is presented on this same basis. 15.1) Financial Instruments: Available-for-Sale Securities On their initial recognition, the BNDES System entities measure shares classified as ‘available for sale’ at fair value on trading date, plus transaction costs directly attributable to the acquisition or issue of the instrument. After the initial recognition, these investments are measured at their fair values, without any deduction of transaction costs that might be incurred on sale or disposal. Changes in fair value are recognized directly in the equity of the BNDES System entities, in line item ‘Valuation adjustments to equity’. These changes in fair value correspond to unrealized gains or losses, recognized in comprehensive income. The BNDES System entities observe the following hierarchy to determine and disclose the amount of equity investments classified as ‘Available for sale’: • Level 1: applied to entities whose equity is listed in a stock exchange, the fair value of which is based on the average closing price in the last trading session of the reference month, adjusted for low liquidity, if applicable; • Level 2: applied to holding companies whose equity is not listed in a stock exchange, but whose main asset is represented by shares of listed companies, the fair value of which is based on the average closing price in the last trading session of the stock part of the company’s assets, adjusted for other assets, liabilities, and low liquidity, if applicable; • Level 3: applied to entities whose equity is not listed in a stock exchange, the fair value of which is determined, on the reference date, using pricing models based on market multiples or the discounted cash flow; 45 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) • Value at cost: applied to entities whose equity is not listed in a stock exchange and that present a wide range of possible fair values acceptable for the reference date in the context of the valuation effort set out in Level 3, when it is not possible to determine the probability associated to the estimates that form such range, to which the acquisition cost is attributed. R$ thousand Carrying amount As of December 31 Investees Number of shares held (thousands) Equity Common Preferred interest - % BNDES 2011 2010 Consolidated 2011 2010 LEVEL 1 – Listed companies AMÉRICA LATINA LOGÍSTICA S.A. – ALL BANCO DO BRASIL S.A. BRADESCO 83,940 - 12.21 778,961 3,696 - 0.13 87,456 1,270,009 7,352 - 9,523 0.25 291,398 305,196 BRASIL FOODS 16,761 - 1.92 604,560 609,657 BRASKEM S.A. - 44,317 5.53 575,684 903,633 17,944,799 - 34.56 717,792 789,571 485 11,147 1.70 382,390 310,601 - 9,348 2.85 308,031 505,190 CIA SIDERÚRGICA NACIONAL 31,774 - 2.18 474,696 848,988 CPFL 81,053 - 8.42 2,113,874 1,686,318 5,524,109 4,742,631 CEG CEMIG CESP ELETROBRÁS (a) 36,954 21.61 39,762 - 5.37 462,835 470,390 GERDAU 37,917 21,218 3.44 767,796 923,975 IOCHPE 6,419 - 6.77 164,655 153,164 - 11,259 0.25 381,117 445,071 ITAÚ UNIBANCO HOLDING KLABIN 1,812,115 - 255,303 EMBRAER - 87,903 9.58 694,436 634,267 30,632 - 15.02 885,259 780,192 - - - MARFRIG 48,201 - PARANAPANEMA 54,986 PDG REALTY 24,718 LIGHT LLX LOGÍSTICA PETROBRAS (b) REDE ENERGIA - 97,083 13.89 405,851 738,919 - 17.23 164,409 278,230 - 2.20 147,074 251,633 615,402 1,341,349 15.00 42,746,117 48,538,156 10,104,148 6,672,597 - 67,643 15.86 338,215 408,564 775 5,627 1.34 115,281 161,236 TOTVS 8,344 - 5.23 276,869 281,730 TRACTEBEL 6,225 - 0.95 187,191 169,760 - 18,549 1.83 189,573 354,521 218,386 68,276 5.34 TELE NORTE LESTE PARTICIPAÇÕES USIMINAS VALE 11,250,504 15,434,023 6,672,597 71,036,133 82,100,060 2,417,644 2,365,772 11,927,468 6,672,597 73,453,777 84,465,832 - 8,978 8,316,260 11,110,918 LEVEL 3 – Unlisted companies (fair value) 27,652 73,578 447,101 411,385 Unlisted companies (cost value) 97,281 1,580 210,074 3,608 12,052,401 6,756,733 82,427,212 95,991,743 - - 132,946 82,144 12,052,401 6,756,733 82,294,266 95,909,599 Subtotal Level 1 Other companies - Level 1 Total Level 1 11,916,263 11,205 LEVEL 2 – Unlisted holding companies TOTAL Classified in current assets Classified in noncurrent assets (a) Of total ownership of 21.61%, 6.86% is held directly by BNDES (74,545 thousand common shares and 18,263 thousand preferred shares) and 14.75% through its subsidiary BNDESPAR (180,758 thousand common shares and 18,691 thousand preferred shares). (b) Of total ownership of 15.00%, 3.39% is held directly by BNDES (442,001 thousand common shares) and 11.61% through its subsidiary BNDESPAR (173,400 thousand common shares and 1,341,349 thousand preferred shares). 46 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 15.2) Permanent investments 15.2.1) Balances breakdown R$ thousand As of December 31 BNDES In subsidiaries - Measured by the equity method of accounting In associates - Measured by the equity method of accounting 2010 88,542,679 91,496,545 - 88,542,679 91,496,545 17,031,477 17,031,477 11,340,657 11,340,657 100,000 42,197 142,197 100,000 43,328 143,328 100,000 42,197 142,197 100,000 43,328 143,328 17,173,674 11,483,985 Other equity interests Other investments Total Consolidated 2011 88,684,876 2011 91,639,873 2010 - 15.2.2) Subsidiaries - BNDES R$ thousand Subsidiaries Reporting date .Agência Especial de Financiamento Industrial – FINAME Equity Net income/loss for the period Effects of Valuation Adjustments to Subsidiaries’ equity (a) Equity in investees As of December 31 2011 2010 Carrying amount of investments As of December 31 2011 2010 31.12.2011 9,447,260 (91,339) (91,339) 61,178 16 9,447,260 6,538,583 .BNDES Participações S.A. - BNDESPAR (b) 31.12.2011 79,090,823 4,179,942 4,179,942 3,995,033 17,095,848 79,090,823 84,950,081 .BNDES Limited (c) 31.12.2011 4,596 (3,284) (3,284) (1,568) - 4,596 7,881 4,085,319 4,054,643 17,095,864 88,542,679 91,496,545 Total The equity interest percentage in the capital of subsidiaries is 100%. (a) Valuation adjustments to equity as at December 31, 2011 (see Note 24). (b) BNDESPAR’ shareholders’ equity and net income were adjusted to conform to BACEN standards. R$ thousand 2011 Shareholders’ equity/Income (loss) reported by BNDESPAR Adjustments to accounting policies Adjusted shareholders’ equity for purposes of equity in subsidiaries 47 Shareholders’ equity 80,770,640 (1,679,817) 79,090,823 Income (loss) 4,307,895 (127,953) 4,179,942 2010 Shareholders’ equity 86,501,945 (1,551,864) 84,950,081 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) (c) Subsidiary established under the laws of the United Kingdom as a limited liability company with authorized capital of £100,000,000.00, partially paid-in. As at December 31, 2011, the company is in preoperating stage. 15.2.3) Associates accounted for under the equity method - consolidated Associates measured by the equity method of accounting are part of BNDESPAR’s equity investments portfolio. This portfolio consists of companies from different industries, all subject to the application of the CPCs approved by the Brazilian Securities and Exchange Commission, the Federal Accounting Council, and other regulators. The portfolio of associates does not include any entities authorized to operate by the Central Bank of Brazil (BACEN). For this reason, the financial statements used to measure these investments under the equity method have been prepared based on the CPCs, that could differ from the accounting practices approved by the Central Bank of Brazil. The financial statements of associates have been adjusted to BACEN’s accounting practices to the extent that differences could be identified. In 2010 and 2011, such differences are limited to the maintenance of negative goodwill as a component of investment and its realization through disposal (for CPC purposes negative goodwill is treated as “bargain purchase gain” recognized in profit or loss upon the acquisition of the investment). The tables below describe the investments in associates. Investments in associates - Consolidated R$ thousand 12/31/2011 Number of shares held (thousand) Investees Reporting date Capital Common Preferred Equity in investees Equity interest - % Book value of investment 12/31/2011 Brasiliana COPEL Fibria JBS Rio Polímeros Telemar Participações 10.31.2011 10.31.2011 10.31.2011 10.31.2011 2,960,708 6,910,000 8,379,397 21,506,247 300,000 38,299 142,360 931,070 50,000 27,282 - 53.85 23.96 30.45 31.41 760,817 311,033 82,688 99,219 Subtotal 1,253,756 (40,521) Other Total 1,213,236 12/31/2010 320,733 207,331 109,389 22,628 (231,412) (68,782) 359,887 79,462 439,349 2,391,431 2,840,937 4,705,596 6,554,280 16,492,244 1,763,429 18,255,673 Goodwill All. for Losses Negative Goodwill (231,948) (313,525) (1,755,244) 908,847 (1,391,870) 167,672 256,463 (88,791) (1,224,198) 12/31/2010 a b Carrying amount Carrying amount c 2,159,483 2,527,412 2,950,352 7,463,127 - 1,414,841 1,961,647 2,948,080 4,083,577 15,100,374 1,931,103 10,408,145 932,512 17,031,477 11,340,657 - a b • The reporting date indicates the investee’s shareholders' equity date used in the last calculation of equity in investees. The effects of material events that occurred after the reporting date, as well as the effects of Law nº 11638/07 and CPC Technical Pronouncements on the associates’ financial statements have been recognized. The information on associates described in the item below already includes those effects. • In 2010 BNDESPAR sold all shares of Rio Polímeros and a portion of its shares of Telemar Participações; therefore, it lost significant influence over the latter. The remaining investment in Telemar Participações was classified as “Securities available for sale”. 48 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) • As at December 31, 2010, investments were measured based on the balance sheet of associates as at October 31, 2010 and, through that date, public utility companies did not fully adopt the CPC, in particular ICPC 01 – Concession Arrangements, and did not report the potential effects from applying OCPC 05 – Concession Arrangements, approved by CVM Resolution Nº 657/10, of December 28, 2010. Beginning December 31, 2010, the aforementioned companies restated their 2010 interim financial statements upon the full adoption of the CPCs, whose impacts on BNDESPAR were the increase in shareholders' equity and increase in net income (loss) by approximately R$754.6 and R$22.8, respectively. These effects were not considered as material in respect of BNDESPAR’s shareholders’ equity. . • Effects from changes in interest in associates were recorded in profit or loss. • Regardless of the fact that BNDESPAR holds 53.85% interest in Brasiliana’s capital, it holds less than 50% of its voting capital and does not govern Brasiliana’s operating and financial policies; therefore, it does not hold the controlling stake. • In July 2011 BNDESPAR converted debentures issued by JBS held by it into 493.9 shares of this associate, equivalent to R$3,477.5, thus increasing its stake from 17.60% to 31.35%. The increase in the number of shares held in treasury by the associate in the 4th quarter of 2011 raised the percentage interest, used to calculate equity in subsidiaries, to 31.41%. • Investments in associates have been tested for impairment as at December 31, 2011, in accordance with CPC 01 - Impairment of Assets. In the year ended December 31, 2011, the Company recognized R$124.0 as revenue from reversal of the allowance for impairment losses on investments in associates, net of expenses on the recognition of allowance of R$34.5. In the year ended December 31, 2010, the Company recognized an expense of R$27.7. The recoverable value of an asset is the higher of its fair value and value in use. • The carrying amount of the investment in JBS S/A includes the goodwill from expected future earnings in the amount of R$908.8. The recoverable amount of the investment, including goodwill, was determined based on the value in use, calculated using the residual value that is expected from the sale of the investment, which is obtained by means of the investee’s projected cash flow models for the next five years, based on the consolidated financial statements for the 3rd quarter of 2011, adjusted to present value at the entity’s weighted average capital cost. Cash flow was projected using own and market assumptions, the investee’s past performance and future economic expectations. No impairment losses were identified since the value in use is higher than the carrying amount of the investment. • In accordance with CPC 18, in the year ended December 31, 2011, BNDESPAR no longer recognized losses on investments in associates with shareholders’ deficit, in the amount of R$20,867 thousand (R$7.0 in the year ended December 31, 2010). Unrecognized accumulated losses amounted to R$117.0 as at December 31, 2011 (R$96.1 as at December 31, 2010). No reserve was recognized since BNDESPAR has no legal or constructive obligation to settle the associates’ potential liabilities. • Additional disclosures on associates Carrying amount - R$ thousand – reporting date 10/30/2011 (1) Investees Brasiliana (2) COPEL Fibria JBS Subtotal Other Total Assets 5,714,647 13,237,532 27,510,856 34,196,278 80,659,313 10,132,577 90,791,890 Liabilities 1,273,416 1,382,870 12,055,031 13,329,333 28,040,650 4,918,611 32,959,261 Equity 4,441,231 11,854,662 15,455,825 20,866,945 52,618,663 5,213,966 57,832,629 Revenues 1,239,565 2,491,666 4,763,097 13,271,227 21,765,555 4,085,434 25,850,989 Fair value on investments in listed associates Profit or loss 1,133,635 1,322,647 269,593 (226,194) 2,499,681 71,002 2,570,683 12/31/2011 2,310,303 1,958,793 5,660,903 9,929,999 562,532 10,492,531 (1) Carrying amounts adjusted for the calculation of equity in investees. (2) Unlisted company. 15.2.4) Other equity interests Carrying amount (1) Investees FGI (1) Number of shares held (in thousands) Held Common interest 84,344 - As of December 31 Equity interest - % 12.38 Total (1) Investment in class A shares, subscribed on 02/01/2010. 49 BNDES 2011 100,000 2010 100,000 Consolidated 2011 2010 100,000 100,000 100,000 100,000 100,000 100,000 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 15.2.5) Other investments R$ thousand Carrying Amount (*) As of December 31 BNDES 2011 Tax incentive investments Equity certificates Works of art Interest in projects – VALE: Project 118 Total Consolidated 2010 - 295 296 41,606 42,197 1,131 295 296 41,606 43,328 2011 2010 - 1,131 295 296 41,606 43,328 295 296 41,606 42,197 (*) Carrying amount net of provisions amounting to R$3,5. 16. PIS-PASEP Fund Since 1974, part of the revenue from PIS and PASEP (taxes on revenue), which formed the PIS-PASEP Fund, has been transferred to the BNDES. Under applicable legislation, the funds are used in economic development programs, including capital markets. On average, in the period from 1974 to 1988, 38% of this taxes collection was transferred, this is equivalent to approximately R$ 700.0 per year. The PIS-PASEP Fund bears the risk of transactions conducted through December 31, 1982. On this portfolio portion, of approximately 1.57% of the total portfolio as of December 31, 2011, the BNDES receives a management fee of 0.5% per year, paid by the Fund. For operations contracted after that date (98.43% of the portfolio), the risk is assumed by the Bank, which is authorized to charge borrowers a management fee of up to 0.5% per year, embedded in the interest rate, and a risk fee of up to 1.5% per year. As of December 31, the Bank manages the following amounts of the PIS-PASEP Fund: R$ thousand As of December 31 2011 2010 PIS-PASEP FPS Total 31,085,709 596,507 31,682,216 30,435,222 392,385 30,827,607 Current Non-current Total 2,125,771 29,556,445 31,682,216 1,850,716 28,976,891 30,827,607 The balances of the PIS-PASEP Fund loans entered into through December 31, 1982, which are the Fund’s risk, were reclassified at the end of the first half of 2002 as the BNDES liabilities, rectifying the amount of the related liability to the Fund, as instructed by the Central Bank of Brazil. 50 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31 2011 PIS-PASEP Risk BNDES Risk Balance at the beginning of the period Income (loss) Returns Balance at the end of the period 30,435,222 2,090,487 (1,440,000) 31,085,709 Total 641,945 (142,261) 499,684 31,077,167 1,948,226 (1,440,000) 31,585,393 R$ thousand As of December 31 BNDES Risk Balance at the beginning of the period Income (loss) Transfers from FPS Returns Balance at the end of the period 30,021,028 1,841,594 12,600 (1,440,000) 30,435,222 2010 PIS-PASEP Risk Total 629,490 12,455 641,945 30,650,518 1,854,049 12,600 (1,440,000) 31,077,167 17. Repurchase commitments In 2011 BNDES purchased securities under repurchase commitments backed by federal government securities, totaling a balance of R$7,808,271 as at December 31, 2011. R$ thousand Securities Maturities As of December 31 2011 2010 - National Treasury notes B 01/02/2012 Current Non-current Total 7,808,271 - 7,808,271 7,808,271 - 18. FAT – Subordinated Debt and Special Deposits The Workers’ Assistance Fund (FAT), consisting basically of revenue from PIS and PASEP (taxes on revenue) and income from its investments, is used to fund unemployment insurance and salary bonuses, as well as economic development programs through the BNDES, by at least 40% of that taxes collection. Thus, the FAT succeeded the PIS-PASEP Fund and significantly changed the purpose of the referred taxes. While the PIS-PASEP Fund was created to be part of the individual endowment of workers who held fund shares, the FAT is used as a tool against unemployment on two fronts. The first, of an emergency nature, supports the unemployed by granting a temporary compensation, and a training and outplacement program. The second front is preventive, fostering job creation through economic development projects. 51 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) FAT funds transferred to the BNDES are classified into two categories: 18.1) Constitutional FAT Constitutional FAT comprises transfers of funds up to the limit of 40% of the PIS and PASEP revenue, and it yields interest equivalent to the long-term interest rate (TJLP) and to international market interest rates. The debit balance of financing granted using the latter portion of funds, which forms the FAT - Foreign Exchange program, can be determined based on two currencies: i) the US dollar, yielding the London Interbank Offered Rate (LIBOR) or the US Treasury Bonds; ii) the euro, yielding the Europe Interbank Offered Rate or any interest rate representing the average yield of bonds from any of the euro-area countries, the “euro area yield curve”. Semi-annually, in January and July, the BNDES transfers to the FAT the amounts corresponding to the yield of funds indexed to the TJLP and the full yield of FATForeign Exchange, where the TJLP fluctuation is limited to 6% per year. The difference between the TJLP and the annual 6% threshold is capitalized with the debit balance. The funds of Constitutional FAT are only repaid if there is a deficit to fund unemployment insurance and the salary allowance, in the amount and circumstances set forth by Law. The debit balance of Constitutional FAT is recorded in line item ‘Subordinated debt’ and consists of: R$ thousand As of December 31 2011 FAT – Constitutional FAT – TJLP – Principal FAT – Foreign exchange – US$ (¹) 2010 Accrued interest Total 113,524,154 8,254,090 121,778,244 3,440,122 125,218,366 98,548,534 9,155,303 107,703,837 2,985,471 110,689,308 Current Non-current Total 3,440,122 121,778,244 125,218,366 2,985,471 107,703,837 110,689,308 (¹) Up to 50% of total regular transfers; used to finance production/sale of products with acknowledged international demand. The Central Bank of Brazil’s Resolution Nº 3,444, of February 28, 2007, which revoked the Central Bank of Brazil’s Resolution Nº 2,837, of May 30, 2001, maintained the classification of funds transferred by the Workers’ Assistance Fund (FAT) as Subordinated Debt. This classification is possible since the BNDES’ debt related to these funds is not subject to contractually defined repayment terms as they must only be required when the Ministry of Labor lacks sufficient funds to pay unemployment insurance. In this case, about 20% of the debit balance would be repaid in the first two years, 10% in the following three years, and 5% from the sixth year, when required, to cover unemployment insurance expenses. 52 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) In addition, pursuant to item III, Article 14 of the Central Bank of Brazil’s Resolution Nº 3,444, Subordinated Debt – Eligible for Capitalization is limited to 50% of the Tier I Capital, equivalent to R$ 934.5 and R$ 924.6 as of December 31, 2011 (R$ 18,908.6 and R$ 18,938.9 as of December 30, 2010) Bank and Consolidated, respectively. 18.2) FAT – Special Deposits The FAT special deposits represent additional transfers to the FAT Constitutional fund. Special deposits are used to finance specific programs under special conditions, subject to different rules on interest rates, repayment and interest payment to the FAT. The FAT special deposits yield interest equal to the Government’s benchmark longterm interest rate (TJLP) from the date loans are released to end borrowers. The unused funds and, therefore, available yield interest based on the same criteria applied to cash and cash equivalents of the National Treasury, i.e., currently the SELIC rate (the Special Settlement and Custody System of the Central Bank of Brazil is an automated system used to held book-entry securities issued by the National Treasury and Central Bank of Brazil under custody, as well as to register and settle transactions carried out using such securities). The debit balance of FAT - Special Deposits is recorded in line item ‘FAT - Special deposits’ as follows: R$ thousand As of December 31 2011 FAT – Special deposits Pró-emprego (government employment incentive program) FAT Exportar/Fomentar (tax incentive) Pronaf Infrastructure Giro Rural (rural financing) Accrued interest Total Current Non-current Total 53 2010 172,132 5,823,440 1,214,919 13,598,983 237,116 21,046,590 21,046,590 208,262 5,833,922 726,258 14,474,254 330,941 21,573,637 21,573,637 21,046,590 21,046,590 21,573,637 21,573,637 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Changes in the FAT Constitutional and FAT – Special Deposits in the period ended December 31, 2011 were as follows: R$ thousand Constitucional Foreign exchange TJLP Balance at 12/31/2010 , Inflow of funds . Foreign exchange differences . Accrued interest . Interest on Special Deposits . Amortization of Special Deposits . Payment of interest . Transfer to Foreign Exchange . Return on Foreign Exchange Balance at 12/31/2011 101,398,844 13,729,354 6,383,088 (5,866,642) (6,147,476) 7,393,742 116,890,910 9,290,464 345,054 185,939 (247,735) 6,147,476 (7,393,742) 8,327,456 Special deposits 21,573,637 1,705,000 1,250,933 (2,223,104) (1,259,876) 21,046,590 Total 132,262,945 15,434,354 345,054 6,569,027 1,250,933 (2,223,104) (7,374,253) 146,264,956 19. Borrowings and Onlendings Borrowing and onlending agreements do not have covenants that may affect the financial statements of BNDES. 19.1) Breakdown a) Domestic borrowings – Obligations for the acquisition of federal government securities To pay dividends and interest on capital in 2008 for the financial years 2006 and 2007, the BNDES acquired federal government securities from the Severance Pay Fund (FGTS), by entering into a financing agreement. The amount of this loan adjusted through December 31, 2011 is R$ 5,349.6 – R$ 370,5 in current and R$ 4,979.1 in non-current – (R$ 5,474.2 – R$ 362.1 in current and R$ 5,112.1 in non-current as of December 31, 2010) and has the following terms and conditions: inflation adjustments based on the TR (a managed prime rate) and interest rate of 4.8628% per year, repayable in 18 years, in monthly installments from January 1, 2009, to December 1, 2026. 54 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) b) Foreign borrowings b.1) Bonds R$ thousand As of December 31 USD 1 billion Funding rates 06/16/2018 6.369% USD 1 billion USD 1 billion USD 300 million CHF 200 million EUR 750 million 06/10/2019 07/12/2020 12/12/2011 12/15/2016 09/15/2017 Issue amount Institution Maturity 2011 2010 1,875,800 1,875,800 1,875,800 400,039 1,825,650 1,666,200 1,666,200 1,666,200 499,860 1,671,000 Accrued interest Total 93,068 7,946,157 85,711 7,255,171 Current Non-current Total 93,068 7,853,089 7,946,157 585,571 6,669,600 7,255,171 (1) 6.500% 5.500% 9.625% 2.725% 4.125% Bank of New York Bank of New York Bank of New York Bank of New York Bank of Tokyo-Mitsubishi UFJ Bank of New York (¹) The repricing process of foreign securities issued in 1998 and maturing in June 2008 was concluded in June 2008. The repricing was made at the original issue amount (US$1 billion), at face value, with interest rate of 6.369% per year and a new maturity for June 16, 2018. b.2) Syndicated loan R$ thousand As at December 31 Issue amount Maturity USD300 million 10/03/2012 Funding rates 6-month LIBOR + 70 bps Paying agent Bank of Tokyo-Mitsubishi UFJ 2011 2010 562,740 - Accrued interest Total 1,994 564,734 - Current Noncurrent Total 1,994 562,740 564,734 - c) Domestic onlendings – National Treasury In 2009, as prescribed by Law Nº11,948/2009, a financing agreement was entered into between BNDES and the Brazilian government, in the amount of R$100 billion. In 2010, as prescribed by Law Nº 12,249/2010 and Law Nº12,397/2011, new loan agreements were entered into between BNDES and the Federal Government, in the amounts of R$80 billion and R$24.7 billion, respectively. In 2011, new financing agreements were entered into between BNDES and the Federal Government, in the amount of R$5.3 billion, as prescribed by Law Nº12,397/2011, and in the amounts of R$30 billion and R$25 billion, as prescribed by Law Nº12,453/2011. A portion of the funds borrowed in 2011 55 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) (R$10 billion) will only be released in 2012. The Federal Government issued federal government bonds, as direct placement, on behalf of BNDES, to cover these receivables. Average Maturity Currency TR + 6% p.a IPCA + 6% p.a. IGP-DI US$ + Interest of 4.83 to 6.00% US$ + 6.77% p.a. (*) US$ + 5.98% p.a.(**) US$ + 0.55% US$ + 0.8% TJLP (**) TJLP + 2.5% (**) TJLP + 1.0% (**) Brazilian Reais Accrued interest Total 15.22 6.01 3.98 17.88 17.46 17.46 27.48 28.50 36.38 27.65 27.65 Current Non-current Total Average maturity Currency TR + 6% p.a. SELIC (*) IPCA + 6% p.a. IGP-M + 10% p.a. IGP-DI US$ + Interest of 4.83 to 6.00% US$ + 6.77% p.a. (*) US$ + 5.98% p.a.(**) US$ + 0.55% US$ + 0.8% TJLP (**) TJLP + 2,5% (**) TJLP + 1,0% (**) Brazilian Reais Accrued interest Total 15.22 6.01 6.01 0.17 3.98 17.88 17.46 17.46 27.48 28.50 36.38 27.65 27.65 Current Non-current Total R$ thousand BNDES As of December 31 2011 2010 1,336,591 2,289,085 1,520,386 11,109,433 16,105,261 8,599,724 2,438,540 215,264,195 7,544,919 26,619,347 1,642 1,284,675 294,113,798 1,407,536 2,018,574 1,440,025 10,991,081 14,305,676 7,638,799 2,166,060 160,009,917 7,368,687 26,367,132 1,642 1,083,794 234,798,923 1,872,204 292,241,594 294,113,798 1,676,679 233,122,244 234,798,923 R$ thousand Consolidated As of December 31 2011 2010 1,336,591 2,884,850 2,289,085 1,520,386 11,109,433 16,105,261 8,599,724 2,438,540 215,264,194 7,544,919 26,619,347 1,642 1,284,675 296,998,647 1,407,536 2,584,528 2,018,574 2,364,266 1,440,025 10,991,081 14,305,676 7,638,799 2,166,060 160,009,917 7,368,687 26,367,132 1,642 1,159,604 239,823,527 1,872,204 295,126,443 296,998,647 4,116,754 235,706,773 239,823,527 Financing agreements, whose funds were released to the BNDES, were entered into through direct issue by the Federal Government of government securities in favor of BNDES. (1) Law Nº11,948/2009 authorized the release of funds to BNDES, in the amount of up to R$100 billion. In March 2009, the first financing agreement was entered into, in the amount of R$39,000.0. In July 2009, the second and third financing agreements were entered into, in the amount of R$8,702.4 and R$16,297.5, respectively. In August 2009, the fourth financing agreement was entered into in the amount of R$36,000. 0 . (2) Law Nº12,249/2010, that amended Law Nº11,948/2009, authorized the increase in the amount of the funds mentioned in item (1), to up to R$180,000.0. In April 2010, a financing agreement was entered into in the amount of R$80,000.0 thousand. 56 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) (3) Law Nº12,397/2011 authorized the release of funds to BNDES, in the amount of up to R$30 billion. Financing agreements were entered into, in the amounts of R$24,753.5 in September 2010 and R$5,246.4 in March 2011. (4) Provisional Act Nº526/2011, subsequently converted into Law Nº12,453/2011, authorized the release of funds to BNDES, in the amount of up to R$55 billion. In June 2011, a financing agreement was entered into in the amount of R$30,000.0. In December 2011, a new financing agreement in the amount of R$25,000.0 was entered into, of which R$15,000.0 was raised in 2011. b) Foreign onlending – Multilateral institutions R$ thousand As of December 31 BNDES and Consolidated Institution Currency Average maturity Japan Bank for Internacional Cooperation - JBIC Inter-American Development Bank - BID Nordic Investment Bank - NIB Kreditanstalt fur Wiederaufbau - KfW China Development Bank - CDB Accrued interest Total YEN/US$ Several US$ Several US$ 7.43 14.85 7.91 10.13 11.13 Current Non-Current Total 2011 2010 2,369,347 9,519,685 321,566 383,122 1,289,612 54,500 13,937,832 1,866,117 8,815,966 311,817 227,475 1,249,650 51,926 12,522,951 1,106,886 12,830,946 13,937,832 836,288 11,686,663 12,522,951 Foreign onlending agreements are subject to annual interest rates varying from 0.94 and 10.35 % per year as of December 31, 2011 (0.91% and 10.35 % p.a as of December 31, 2010). Concentration per range of funding rate is as follows: R$ thousand As of December 31 BNDES and Consolidated 2011 2010 Funding rates Up to 3% 3.1% to 5% 5.1% to 7% Accrued interest Total 11,249,251 382,549 2,251,532 13,883,332 10,004,594 225,903 2,240,528 12,471,025 54,500 13,937,832 51,926 12,522,951 BNDES’ foreign sources of funds include both borrowings using traditional market instruments—bank loans and issue of Eurobonds—as funding from multilateral credit institutions and governmental agencies. While market instruments do not require collateral from the Federal Government, borrowings from multilateral credit institutions – e.g. World Bank, Interamerican Development Bank (BID) and Nordic Investment Bank – NIB, are collateralized by the Brazilian Government, either by operation of their articles of incorporation or other internal regulations. The agreement entered into on October 5, 2011 with the European Investment Bank (EIB) (whose funds were not yet released, where a formal collateral by the Federal Government was waived) is an exception . 57 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Borrowings from governmental entities, such as the Japan Bank for International Corporation (JBIC) (international branch of the Japan Finance Corporation (JFC)), the Kreditanstelt für Wiederaufban (KfW), and the China Development Bank (CDB), may or may not be formally guaranteed by the Federal Government. e) FMM (Merchant Marine Fund) Since January 1984, the BNDES has been the financial agent of the Merchant Marine Fund (FMM), whose purpose is to provide financial support to renewing, expanding, and overhauling the National Merchant Marine fleet. As of December 31, 2011, FMM investments reached R$10,298.8 (R$ 7,676.9 as of December 31, 2010), of which R$ 9,419.3 (R$ 7,076.2 as of December 31, 2010) involves the BNDES risk. Since June 2002, under the guidance of the Central Bank of Brazil, transactions involving the BNDES risk, which rectified the related sources of funds, have been reclassified to the Bank’s assets. f) FND (National Development Fund) On October 3, 1988, with the enactment of Decree Nº 96,905, the BNDES assumed the responsibilities of the National Development Fund’s (FND) Executive Department, providing technical, administrative and personnel support. In accordance with article 19 of Provisional Act 517, of December 31, 2010, FND was liquidated on that date. 19.2) Borrowings and onlending, per year of maturity, are as follows: R$ thousand As of December 31 2011 Due in: 2012 2013 2014 2015 2016 After 2016 Total In Brazil BNDES Abroad 3,138,509 3,207,945 4,167,622 8,611,007 7,020,214 282,858,583 309,003,880 1,201,948 1,116,566 1,181,323 1,226,418 2,117,051 15,605,417 22,448,723 Consolidated Total 4,340,457 4,324,511 5,348,945 9,837,425 9,137,265 298,464,000 331,452,603 In Brazil Abroad Total 3,136,601 3,742,966 4,744,592 9,142,993 7,597,184 283,435,554 311,799,890 1,201,948 1,116,566 1,181,323 1,226,418 2,117,051 15,605,417 22,448,723 4,338,549 4,859,532 5,925,915 10,369,411 9,714,235 299,040,971 334,248,613 R$ thousand As of December 31 2010 Due in: 2011 2012 2013 2014 2015 After 2015 Total In Brazil BNDES Abroad Total In Brazil Abroad Total 3,704,270 2,536,300 2,668,199 3,773,892 7,860,560 227,822,631 248,365,852 1,421,859 930,118 949,877 970,163 1,010,216 14,495,889 19,778,122 5,126,129 3,466,418 3,618,076 4,744,055 8,870,776 242,318,520 268,143,974 5,271,666 2,529,089 2,626,822 4,238,355 8,364,540 229,378,071 252,408,543 1,421,859 930,118 949,877 970,163 1,010,216 14,495,889 19,778,122 6,693,525 3,459,207 3,576,699 5,208,518 9,374,756 243,873,960 272,186,665 Consolidated 58 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 20. Issue of Debentures The BNDES System issued private debentures through the BNDES and public debentures through BNDESPAR: R$ thousand As of December 31 Issue of debentures: 2011 BNDES 2010 Consolidated BNDES Consolidated Private Issue (BNDES) Public Issue (BNDESPAR) Total 6,277,090 6,277,090 6,277,090 5,778,197 12,055,287 6,727,156 6,727,156 6,727,156 5,999,766 12,726,922 Current Non-current Total 602,413 5,674,677 6,277,090 1,558,310 10,496,977 12,055,287 548,183 6,178,973 6,727,156 854,407 11,872,515 12,726,922 20.1) Private issue - BNDES The BNDES issued 700,000 simple, registered debentures, nonconvertible into shares, in five series, with no secured or floating guarantee, no preemptive rights, however, with collateral. The unit par value of debentures is R$10,000 as of the issuance date, December 23, 2008. The placement was private, through exclusive subscription by FGTS Investment Fund, represented by its manager, Caixa Econômica Federal – CEF. Debentures will be adjusted on a monthly basis every 15th of each month based on TR and yield 6% p.a. on a monthly basis. Maturity is scheduled for October 15, 2029, and the liability will be amortized monthly from January 15, 2009, through October 15, 2029. 59 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) The adjusted amount of liabilities for debentures issued is as follows: 1st series Adjusted principal (TR) Accrued interest (6% p.a.) 2nd series Adjusted principal (TR) Accrued interest (6% p.a.) 3rd series Adjusted principal (TR) Accrued interest (6% p.a.) th 4 series Adjusted principal (TR) Accrued interest (6% p.a.) th 5 series Adjusted principal (TR) Accrued interest (6% p.a.) Total Current Non-current Total R$ thousand As of December 31 2011 2010 1,341,513 3,577 1,437,700 3,834 1,341,513 3,577 1,437,700 3,834 1,341,513 3,577 1,437,700 3,834 1,341,513 3,577 1,437,700 3,834 894,344 2,386 6,277,090 958,464 2,556 6,727,156 602,413 5,674,677 6,277,090 548,183 6,178,973 6,727,156 20.2) Public issue – BNDESPAR In December, 2006, BNDESPAR issued 600,000 simple, registered, book-entry, nonconvertible debentures of a single series, without guarantee or preference (nonprivileged), with a unit par value of R$1,000 on issue date, totaling R$600.0. This public distribution was held as part of the Issuer’s First Public Debenture Distribution Program and filed at the Brazilian Securities and Exchange Commission on December 19, 2006, under Nº CVM/SRE/PRO/2006/0011. Debentures were subscribed and paid up at the price of R$898.33 each (eight hundred and ninety-eight Brazilian reais and thirty-three centavos), corresponding to a unit par value of R$1,000, adjusted for a discount of 10.167%, determined in a book building procedure. Debentures’ unit par value should be adjusted from the subscription and payment date based on the broad consumer price index (IPCA), as determined and disclosed by the Brazilian Institute of Geography and Statistics (IBGE), and the adjustment amount should be added automatically, according to the formulas defined in the debenture indenture. Debentures will pay interest of 6% p.a. calculated on the debenture’s updated unit par value and paid at the end of each capitalization period, that is, January 15, 2009, January 15, 2010, and January 15, 2011, and January 15, 2012, as detailed in the debenture indenture. Debentures will be repaid in a single installment, on the maturity date, January 15, 2012. 60 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) In the second distribution, which occurred on July 1, 2007, BNDESPAR issued 1,350,000 simple, registered, book-entry debentures, in two series, out of which 550,000 debentures of the First Series and 800,000 debentures of the Second Series, without guarantee and preemptive rights (non-privileged), at a unit par value of R$1,000.00, in the second issue, totaling R$1,350.0. These debentures were subscribed and paid up at their unit par value. In December 2009, already in the context of the Second Distribution Program, filed with CVM on July 29, 2008 under Nº CVM/SER/PRO/2008/007, the fourth public offering of simple debentures issued by BNDESPAR was completed. A total of 1,250,000 simple debentures were issued, of the same form and type of the previous issues, in two series, of which 640,000 debentures in the First Series and 610,000 debentures in the Second Series, with a unit face value of R$1,000.00 as of the date of issuance, in the total amount of R$1,250.0. The debentures were also subscribed and paid in at their unit face value. The unit face value of debentures in the First Series of the distributions carried out in 2007 and 2009 is not adjusted and is only subject to fixed interest, which is paid together with the principal on maturity dates, as indicated in the table below. The compensation for the debentures in the First Series issued in 2007, as well as repayment, was fully settled on January 3, 2011. The unit face value of the debentures in the Second Series of the 2007 and 2009 issues will be adjusted based on the IPCA variation as published by IBGE, and the adjustment will be automatically incorporated in accordance with the formula set forth in the Final Supplement. The unit face value of the debentures in the Second Series of the 2007 and 2009 issues, as adjusted for inflation, will accrue a fixed-rate interest from the date of subscription and payment or the previous date of Second Series Interest payment, as the case may be, to the date of actual repayment. The Second Series interest for both issues will be determined in accordance with the formula set forth in the Indenture. The first interest payment for the Second Series of the 2007 issue occurred on August 17, 2009, and the other payments will be made on August 16, 2010, August 15, 2011, August 15, 2012, and on the maturity date, August 15, 2013, when it will be repaid in one installment. The interest payments for the Second Series of the 2009 issue will occur annually beginning on January 15, 2012, until January 15, 2015, when it will be repaid in one installment. 61 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) In December 2010, the fifth public offering of BNDESPAR debentures was conducted, the first under the Third Distribution Program. Three series were issued, a fixed rate series (First Series), a quarterly floating rate series (Second Series), and a series indexed to the Extended Consumer Price Index (IPCA) (Third Series). The first, second, and third series were approved by and registered with the CVM on December 10, 2010 under numbers CVM/SRE/DEB/2010/033, CVM/SRE/DEB/2010/034, and CVM/SRE/DEB/2010/035, respectively. The offering was closed on December 17, 2010, with the distribution of 2,025,000 simples, registered, book-entry, nonconvertible, unsecured debentures, in the total nominal amount of R$2,025.0. The distribution consisted of 500,000 First Series debentures, 1,000,000 Second Series debentures, and 525,000 Third Series debentures. The unit face value of the debentures in the First and Second Series will not be adjusted and are subject to fixed-rate interest (First Series) and quarterly floating rate interest (Second Series). Their yield of both series, as amortization, will be paid in full at the related maturities. The interest rates and maturities are indicated in the table below. The Second Series will yield floating interest consisting of a fixed three-month rate reset on a quarterly basis using the surcharge of 0.30% per year to be added to the interest rate of Interbank deposits (DI) futures contracts (traded on the BM&FBOVESPA) applicable to each quarterly capitalization period. The capitalization periods and the interest calculation formula of the Third Series are set out in the Indenture. The unit face value of the Third Series debentures since the last issue will be adjusted using the IPCA fluctuation, and the adjustment will be automatically added to the face value with the formula set out in the Indenture. This unit face value adjusted for inflation is subject to fixed-rate interest from the date of subscription and payment or the previous date of Third Series Interest payment, as applicable, to the date of actual repayment. The Third Series interest will be determined in accordance with the formula set out in the Indenture. Interest payments for the Third Series of the 2010 issue will be made annually, beginning January 15, 2013, until January 15, 2017, when it will be repaid in a single installment. 62 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) The adjusted amount of the obligation for the issue of debentures, the maturity dates and the interest for each series are shown below: R$ thousand Maturity 12/31/2011 12/31/2010 782,234 44,828 (61,002) 60,018 826,078 734,784 42,109 (61,002) 48,211 764,102 - 550,000 240,141 1,016,421 25,795 1,042,216 954,766 23,975 1,768,882 640,000 176,562 640,000 84,288 699,321 104,024 1,619,907 656,901 47,833 1,429,022 500,000 66,246 500,000 3,384 1,000,000 125,334 1,000,000 5,571 Total 561,320 37,096 2,289,996 5,778,197 527,269 1,536 2,037,760 5,999,766 Current Non-Current Total 955,897 4,822,300 5,778,197 306,224 5,693,542 5,999,766 1st distribution – First Program Adjusted principal (IPCA) Accrued interest (6% p.a.) Negative goodwill Accumulated amortization of negative goodwill (1) 2nd distribution – First Program 1st series Principal Accrued interest (11.2% p.a.) nd 2 series Adjusted principal (IPCA) Accrued interest (6.8% p.a.) 01.01.2011 08.15.2013 1st distribution – Second Program 1st series Principal Accrued interest (12.74% p.a.) 2nd series Adjusted principal (IPCA) Accrued interest (7.078% p.a.) 01.01.2013 01.15.2015 1st distribution – Third Program 1st series Principal Accrued interest (12.51% p.a.) 2nd series Principal Accrued interest (3-month DI Future + 0.30% p.a.) rd 3 series Adjusted principal (IPCA) Accrued interest (6.2991% p.a.) (1) 15.01.2012 01.01.2014 01.01.2014 01.15.2017 - Negative Goodwill will be amortized on a straight-line basis from December 2007 to January 2012. 21. Privatization of Companhia Vale do Rio Doce Pursuant to Law Nº 9,491/97, regulated by Decree Nº 2,201/97 and the Share Transfer and Debt Assumption Agreement and Other Covenants, shares of Companhia Vale do Rio Doce - CVRD owned by the Federal Government (94,953,982 registered common shares and 4,372,154 registered preferred shares) were transferred to the BNDES. A portion of these shares was sold during CVRD’s privatization in auctions held in May 1997. 63 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) In exchange for the funds received, the BNDES agreed to, alternatively or jointly, at the Ministry of Finance’s discretion: a) assume both acknowledged and novated debts of the Federal Government involving the Salary Variation Compensation Fund (FCVS); and b) transfer to the Federal Government its own BNDESPAR debentures with the same profile (dates of payment and financial conditions) as those of the debts of the Federal Government to the FCVS. On December 29, 2000, a debt assumption was formalized in the amount of R$2,593.5 (originally received, adjusted by TR variation, plus annual interest of 6.17% per year), corresponding to 1,608,084 CVSA970101 securities, payable under the following conditions: Grace period for payment of interest: 4 years and 1 month beginning December 1, 2000, and first payment on January 1, 2005 Grace period for payment of principal: 8 years and 1 month beginning December 1, 2000, and first payment on January 1, 2009 Remaining term: 27 years beginning December 1, 2000 and last payment of principal and charges on January 1, 2027 Interest rate: TR (managed prime rate) + 6.17% per year In March 2002, the BNDES sold, through a public offering on the domestic and foreign markets, 39,389,193 common shares issued by Cia. Vale do Rio Doce (CVRD) for R$2,218.3, settled in April 2002. Such amount was also the subject matter of a debt assumption by the Federal Government regarding the Salary Variation Compensation Fund (FCVS), monetarily adjusted by TR (managed prime rate) and interest of 6.17% per year. In December 2005, the remaining shares transferred by the Federal Government were sold in an auction together with minority interest, for R$1,516 thousand, and the settlement was concluded in January 2006. In August 2006, the BNDES and the Federal Government entered into a Debt Novation and Acknowledgment Agreement in the amount of R$537 corresponding to the portion of the agreements above intended to change the BNDES’ debt profile and increase its Regulatory Capital, adjusting its terms and conditions to those of a hybrid debt/equity instrument, pursuant to Resolution Nº 2,837, as established by the National Monetary Council (CMN) on May 30, 2001, in conformity with Law Nº 11,371, of November 28, 2006. As of December 31, 2011, the balances of these agreements were as follows: • • Hybrid Debt/Equity Instrument: R$ 7,078.1; Debt Assumption Agreement: R$ 344.9, recorded under Domestic Onlending – National Treasury. 64 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 22. Income tax and social contribution 22.1) Current The BNDES calculates income tax and social contribution based on annual taxable income and is subject to monthly payments on an estimated basis, whenever the tax suspension/reduction is not applicable, as provided for in Articles 27 to 35 of Law Nº 8,981/95 and other applicable legislation. As of December 31, 2011 and 2010, the Bank recorded provisions for social contribution at the rate of 15% and income tax at the rate of 15%, plus a 10% surtax. In the consolidated statement, only BNDESPAR recorded the provision for social contribution tax at the rate of 9%. Income and social contribution taxes were calculated as follows: R$ thousand BNDES As of December 31 2nd six-month period of 2011 Income Tax Income before taxes Profit sharing Tax base Total income tax and social contribution expenses (credit) at the rates of 25% and 15% Effect of additions (deductions) on tax calculation: • Receivables written off as losses • Allowance for losses (BACEN Resolution Nº 2,682/99) • Equity in investees • Labor and Civil Provisions • • • • • • • • • • Allowance for losses on securities Employee profit sharing Interest on capital paid to the Federal Government controlling shareholder Actuarial liabilities - FAMS Planned employee retirement program Adjustment of securities to fair value Adjustment of swap to fair value Investment grants – tax incentives Financial support not reimbursable Other additions (deductions), net Income tax and social contribution Social Contribution 2011 Income Tax 2010 Social Contribution Income Tax Social Contribution 4,131,464 (76,508) 4,054,956 4,131,464 (76,508) 4,054,956 10,483,165 (76,508) 10,406,657 10,483,165 (76,508) 10,406,657 12,417,822 (106,736) 12,311,086 12,417,822 (106,736) 12,311,086 1,013,739 608,243 2,601,664 1,560,999 3,077,772 1,846,663 (11,489) (100,901) (206,797) 9,733 19,127 (6,894) (60,540) (124,078) 5,839 11,476 (29,638) (274,982) (1,021,330) 10,426 18,871 (7,557) (17,783) (164,989) (612,798) 6,255 11,322 (4,534) 16,506 (243,133) (1,013,661) (6,307) 26,684 9,903 (145,880) (608,196) (3,784) 9,838 (533,845) 13,328 (3,573) (1,734) 7,375 9,360 214,323 (320,307) 7,997 (2,144) (1,041) 4,425 16,413 139,389 (533,845) 25,785 (4,517) (4,326) 3,224 (13,505) 36,923 807,193 (320,307) 15,471 (2,710) (2,596) 1,934 (8,103) 37,288 499,449 (377,491) 18,238 (7,173) (10,406) 26,328 (5,046) 47,947 (33,549) 1,516,709 (226,495) 10,943 (4,304) (6,244) 15,797 (3,028) 28,768 1,512 925,493 65 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand Consolidated As of December 31 2nd six-month period of 2011 Income Social tax contribution Income before taxes 2011 Income tax 2010 Social contribution Income tax Profit sharing Tax base Total income tax and social contribution expenses (credit) at the rates of 25% and 15% 4,830,064 (119,543) 4,710,521 4,830,064 (119,543) 4,710,521 12,063,541 (119,543) 11,943,998 1,177,631 706,578 2,986,000 1,791,600 3,549,907 2,129,944 Effect of additions (deductions) on tax calculation: • Receivables written off as losses • Allowance for losses (BACEN Resolution Nº 2,682/99) • Equity in investees • Interest on capital of associates and subsidiaries • Barter of securities • Dividends from investments stated at cost (12,074) 118,503 (125,002) 13,576 (151,230) (4,471) 68,508 (44,991) 4,887 (54,443) 54,307 (86,579) (302,488) 24,547 (27,386) (292,788) 32,280 (65,056) (108,699) 8,837 (9,859) (105,404) 24,905 (176,746) (109,445) 12,385 (11,001) (158,801) 13,997 (95,593) (39,305) 4,459 (3,960) (57,168) (533,845) (35,964) 11,774 16,510 32,270 (26,597) (1,734) 7,375 (4,985) (160) 88,673 8,029 582,750 (320,307) (12,948) 6,576 9,283 16,590 (181) (1,041) 4,425 (2,719) (106,004) 29,521 16,039 315,302 582,750 315,302 582,750 315,302 (533,845) (74,303) 15,774 31,745 (7,557) (26,597) (4,326) 3,224 (6,047) (22,258) (40,586) 3,697 (76,800) 26,947 1,644,681 (6,677) 1,638,004 9,450 1,647,454 (320,307) (22,189) 8,181 17,886 (4,534) (181) (2,596) 1,934 (3,231) (11,196) (331,624) (14,611) 1,331 (20,277) 36,876 879,161 (4,557) 874,604 (15,376) 859,228 (377,491) 20,414 (7,833) 21,869 39,827 4,039 (10,406) 26,328 12,105 (10,515) (14,479) 47,947 (52,164) 29,374 (110,450) (67,395) 2,682,374 (63,677) 2,618,697 4,288 2,622,985 (226,495) 7,349 (4,466) 12,479 14,952 2,000 (6,244) 15,797 7,263 (5,612) (6,424) 28,768 (309,506) 10,574 (63,579) (8,241) 1,420,989 (38,150) 1,382,839 1,250 1,384,089 • Interest on capital paid to the Federal Government - controlling shareholder • Allowance for losses on securities • Labor and Civil Provisions • Actuarial liabilities - FAMS • Employee profit sharing • Goodwill amortization, net of realization • Adjustment of securities to fair value • Adjustment of swap to fair value • FAPES – technical reserves • Planned employee retirement program • Investment grants – tax incentives • Financial support not reimbursable • Earnings from subsidiaries at 9% rate • Deferral of taxes on sale of permanent assets • Negative goodwill amortization • Effect of adjustment to CPCs (RTT) • Other additions (deductions), net Charges before offset Utilization of tax loss carryforwards Income tax and social contribution for the period Reversal of provision for income tax and social contribution Income tax and social contribution 12,063,541 14,358,934 (119,543) (159,307) 11,943,998 14,199,627 Social contribution Breakdown of taxes payable is as follows: R$ thousand As of December 31 2011 Taxes on income: Provision: Income tax Social contribution Prepayments: Income tax Social contribution Taxes payable 2010 BNDES Consolidated BNDES Consolidated 807,193 499,449 1,306,642 1,638,004 874,604 2,512,608 1,516,709 925,493 2,442,202 2,618,697 1,382,839 4,001,536 (388,223) (196,558) (584,781) (906,936) (401,063) (1,308,001) 721,861 1,204,609 66 (1,516,709) (925,493) (2,442,202) - (2,238,787) (1,210,789) (3,449,576) 551,960 14,358,934 (159,307) 14,199,627 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Recoverable and prepaid taxes are as follows: R$ thousand As of December 31 2011 BNDES 2010 Consolidated BNDES Consolidated Income tax overpaid in prior years Withholding income tax on fixed income Withholding income tax on variable income IRRF - interest on capital Prepayments – audiovisual Income tax and social contribution Other Total 48,402 1,325 49,727 111,590 1,650 308,653 1,965 1,273 425,131 4,049 6,060 149,956 160,065 120,935 112 137,017 12,732 149,956 1,273 422,025 Current Non-current Total 49,727 49,727 425,131 425,131 160,065 160,065 422,025 422,025 22.2) Tax credits R$ thousand As of December 31 2011 BNDES Breakdown of deferred tax assets: Receivables written off as losses Labor and Civil provisions Allowance for investment devaluation Adjustment of swap to fair value Profit sharing Planned employee retirement program Goodwill amortization, net of realization Adjustment to fair value – Debentures Asset impairment allowance Allowance for medical expenses - FAMS Tax loss carryforwards Social contribution loss carryforwards Derivatives - options Sub-total 2010 Consolidated BNDES Consolidated 341,933 64,335 30,006 21,458 30,603 19,227 2,608 24,264 534,434 510,460 255,250 70,830 21,458 45,881 27,592 13,921 293,096 2,608 36,773 32,755 1,310,624 371,598 47,900 29,455 35,022 42,694 26,454 2,417 22,952 578,492 414,207 231,612 231,278 35,022 60,951 36,872 58,044 2,417 33,491 2,345 1,958 164,413 1,272,610 1,548,841 180,053 1,728,894 1,637,829 180,053 1,817,882 80,299 9,335 89,634 80,299 9,335 89,634 Total 2,263,328 3,128,506 668,126 1,362,244 Current Non-current Total 290,569 1,972,759 2,263,328 365,175 2,763,331 3,128,506 252,406 415,720 668,126 491,818 870,426 1,362,244 Deferred tax credits on mark to market of availablefor-sale securities: Income tax and social contribution PIS and COFINS (taxes on revenues) Subtotal 67 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand As of December 31 2011 BNDES 2010 Consolidated BNDES Consolidated . Breakdown of deferred tax liabilities: Negative goodwill amortization Adjustment of swap to fair value Adjustment of securities to fair value Capital gain on sale of fixed assets Mark-to-market - financial instruments Options Subtotal Taxes payable on available-for-sale securities: Income tax and social contribution PIS and COFINS (taxes on revenues) Subtotal (1,101) (48,693) (49,794) (7,621) (1,101) (48,694) (126,139) (398,744) (194,736) (777,035) (41,771) (41,771) (8,054) (41,771) (52,164) (155,426) (92,224) (349,639) (331,633) (38,552) (370,185) (9,083,791) (38,553) (9,122,344) (147,645) (17,164) (164,809) (15,300,460) (17,164) (15,317,624) Total (419,979) (9,899,379) (206,580) (15,667,263) Current Non-current Total (48,834) (371,145) (419,979) (94,049) (9,805,330) (9,899,379) (41,771) (164,809) (206,580) (58,189) (15,609,074) (15,667,263) Pursuant to the Central Bank of Brazil’s Resolution Nº 3,059/02 and prevailing tax rates mentioned in Note 22.1, the Bank recognized deferred tax assets and liabilities on temporary additions and deductions that will be taxable and deductible from income tax and social contribution bases in the future. As of December 31, the counterpart entry of the provisions for deferred income and social contribution rates is as follows: R$ thousand 2nd six-month period of 2011 Consolidated BNDES Income tax Social contribution Total 42,185 25,311 67,496 (48,695) 4,966 (43,729) As of December 31 2011 BNDES (32,550) (19,531) (52,081) 2010 Consolidated (284,995) (104,387) (389,382) BNDES 27,774 16,664 44,438 Consolidated (214,392) (64,839) (279,231) Basically, deferred tax assets on temporary differences arise from: a) Credits written off as loss: refer to losses on loans or interbank onlending which are past due for more than 360 days, or had their maturity accelerated due to noncompliance with contractual clauses. Such receivables may be under amicable collection by the receivable recovery department, or otherwise subject to court collection. b) Civil and Labor provisions: refer to labor (Note 23.a) and civil (Note 23.b); c) Allowance for losses on investments: equity interests accounted at cost or under the equity method and other investments. 68 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) d) Adjustment to fair value and swap transactions: refers to net gains and losses determined with the mark-to-market of securities and swap transactions, which are used as hedges of uncovered positions. e) Barter of securities: refers to the tax credit recorded to offset the effect of current income taxes and social contributions paid on the difference between fair value and carrying amount arising from the securities barter transaction. The realization of these credits is tied to the sale of the respective securities. f) Planned retirement employee program: estimated costs of the plan which provides incentives to employees who qualify for retirement for length of service (Note 30); g) Derivatives - options: refer to the fair value of options pegged to shares in the investment portfolio. h) Accrued medical care expenses - FAMS: refers to accrued medical care expenses carried as prescribed by CVM Resolution Nº 600/09. i) Goodwill amortization – goodwill on shares subscribed in cash, conversion of debentures or exchange of shares or receivables. Deferred taxes payable arising from temporary differences, mainly at subsidiary BNDESPAR, are basically originated by: a) Mark–to-market - financial instruments: refers to the mark–to-market of debentures of securities classified as available for sale and other investments in associates where the Bank does not have a significant influence any longer; b) Bargain purchase gain: income recognized on the acquisition of associates because the fair values proportional to net assets of such associates are higher than the consideration paid in exchanged for these associate’s equity; c) Write-off of negative goodwill - CPC: negative goodwill recognized before 2009 and written off as a result of the first-time adoption of CPCs. 69 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Tax credits and taxes payable on temporary additions and deductions are realized upon payment, utilization or reversal of the related provisions. Credits from tax loss carryforwards are offsettable against future taxable income, limited to 30% in each period. The amounts recognized and written off in the year are as follows: R$ thousand 12/31/2010 BNDES Recognition Realization 12/31/2011 Tax credits: Receivables written off as losses Labor and Civil provisions Allowance for investment devaluation Adjustment of swap to fair value Planned employee retirement program Accrued employee profit sharing 371,598 47,900 29,454 35,022 26,455 42,694 22,952 2,417 578,492 225,363 16,680 30,196 31,750 30,603 1,312 191 336,095 (255,028) (245) (29,645) (45,314) (7,228) (42,694) (380,154) 341,933 64,335 30,006 21,458 19,227 30,603 24,264 2,608 534,434 Subtotal Total deferred tax credits 80,299 9,335 89,634 668,126 1,468,542 170,718 1,639,260 1,975,355 (380,154) 1,548,841 180,053 1,728,894 2,263,328 Taxes payable: Adjustment of swap to fair value Adjustment of securities to fair value Subtotal (41,771) (41,771) (1,101) (6,922) (8,023) - (1,101) (48,693) (49,794) (147,645) (17,164) (164,809) (206,580) (183,988) (21,388) (205,376) (213,399) - (331,633) (38,552) (370,185) (419,979) Allowance for medical expenses – FAMS Allowance for assets devaluation Subtotal Deferred tax credits on mark to market of available-forsale securities: Income tax and social contribution PIS and COFINS (taxes on revenues) Deferred taxes payable on mark to market of available-forsale securities: Income tax and social contribution PIS and COFINS (taxes on revenues) Subtotal Total deferred taxes payable 70 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand Consolidated 12/31/2010 Recognition Realization 12/31/2011 Tax credits: Receivables written off as losses Labor and Civil Provisions Allowance for investment devaluation Adjustment of swap to fair value Employee profit sharing Planned employee retirement program 414,207 231,612 231,278 35,022 60,951 36,872 33,491 58,044 2,417 164,413 2,345 1,958 1,272,610 373,210 25,823 47,580 31,750 45,881 195 3,282 191 293,096 821,008 (276,957) (2,185) (208,028) (45,314) (60,951) (9,475) (44,123) (131,658) (2,345) (1,958) (782,994) 510,460 255,250 70,830 21,458 45,881 27,592 36,773 13,921 2,608 32,755 293,096 1,310,624 80,299 9,335 89,634 1,362,244 1,557,530 170,718 1,728,248 2,549,256 (782,994) 1,637,829 180,053 1,817,882 3,128,506 (8,054) (41,771) (52,164) (155,426) (92,224) (349,639) (6,923) (1,101) (73,975) (735,567) (102,512) (920,078) 433 492,249 492,682 (7,621) (48,694) (1,101) (126,139) (398,744) (194,736) (777,035) (15,300,460) (17,164) (15,317,624) (15,667,263) (184,000) (21,389) (205,389) (1,125,467) 6,400,669 6,400,669 6,893,351 (9,083,791) (38,553) (9,122,344) (9,899,379) Allowance for medical expenses – FAMS Goodwill amortization, net of realization Asset impairment allowance Options Adjustment to fair value – Debentures Income tax loss carryforwards Social contribution loss carryforwards Subtotal Deferred tax credits on mark to market of availablefor-sale securities: Income tax and social contribution PIS and COFINS (taxes on revenues) Subtotal Total Taxes payable: Negative goodwill amortization Adjustment of securities to fair value Adjustment of swap to fair value Capital Gain on sale of fixed assets Mark-to-market - financial instruments Options Subtotal Taxes payable on mark to market of available-forsale securities: Income tax and social contribution PIS and COFINS (taxes on revenues) Subtotal Total 71 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand 12/31/2009 Tax credits: Receivables written off as losses Labor and Civil Provisions Allowance for investment devaluation Adjustment of swap to fair value Planned employee retirement program Employee profit sharing Provision for medical expenses – FAMS Allowance for assets devaluation Sub-total Deferred tax credits on mark to market of available-for-sale securities: Income tax and social contribution PIS and COFINS (taxes on revenues) Subtotal Total deferred tax credits Taxes payable: Adjustment of swap to fair value Adjustment of securities to fair value Subtotal Taxes payable on mark to market of available-for-sale securities: IRPJ and CSLL PIS and COFINS Sub-total Total deferred taxes payable Recognition BNDES Realization 12/31/2010 369,381 55,141 29,454 37,932 26,235 152 518,295 190,622 3,414 ( 42,323 42,694 22,952 2,265 304,270 (188,405) (10,655) (7,301) (11,477) (26,235) (244,073) 371,598 47,900 29,454 35,022 26,455 42,694 22,952 2,417 578,492 17,809 2,070 19,879 538,174 62,490 7,265 69,755 374,025 (244,073) 80,299 9,335 89,634 668,126 (892) (25,121) (26,013) (16,650) (16,650) 892 892 (41,771) (41,771) (96,915) (11,266) (108,181) (134,194) (50,730) (5,898) (56,628) (73,278) 892 (147,645) (17,164) (164,809) (206,580) 72 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand Consolidated 12/31/2009 Recognition Realization Prior-year adjustments upon adoption of CPCs 12/31/2010 Tax credits: Receivables written off as losses Labor and Civil Provisions Allowance for investment devaluation Adjustment of swap to fair value Employee profit sharing Planned employee retirement program Provision for medical expenses – FAMS Goodwill amortization, net of realization Barter of securities Allowance for assets devaluation Options Income tax loss carryforwards Social contribution loss carryforwards Sub-total 414,872 239,970 256,203 33,484 52,998 76,545 302,903 152 66,022 40,108 1,483,257 208,673 5,960 49,094 42,323 60,951 33,491 10,130 2,265 164,413 577,300 (209,338) (14,318) (55,779) (7,301) (33,484) (16,126) (31,340) (302,903) (63,677) (38,150) (772,416) (18,240) 2,709 (15,531) 414,207 231,612 231,278 35,022 60,951 36,872 33,491 58,044 2,417 164,413 2,345 1,958 1,272,610 Deferred tax credits on mark to market of available-forsale securities: Income tax and social contribution PIS and COFINS (taxes on revenues) Subtotal Total 17,809 2,070 19,879 1,503,136 62,490 7,265 69,755 647,055 (772,416) (15,531) 80,299 9,335 89,634 1,362,244 (8,054) (892) (25,121) (34,067) (16,650) (52,164) (537,336) (92,224) (698,374) 892 596,748 597,640 (214,838) (214,838) (8,054) (41,771) (52,164) (155,426) (92,224) (349,639) (109,270) (11,266) (120,536) (154,603) (50,730) (5,898) (56,628) (755,002) 2,711,098 2,711,098 3,308,738 (17,851,558) (17,851,558) (18,066,396) (15,300,460) (17,164) (15,317,624) (15,667,263) Taxes payable: Negative goodwill amortization Adjustment of swap to fair value Adjustment of securities to fair value Capital gain on sale of permanent asset Adjustment of securities to fair value Options Sub-total Taxes payable on mark to market of available-for-sale securities: IRPJ and CSLL PIS and COFINS Sub-total Total Unrecorded tax credits as of December 31, 2011, in the BNDES totaled R$1,408.8 (R$1,777.1 as of December 31, 2010), in the Consolidated result, R$2,131.7 (R$3,193.5 as of December 31, 2010). These amounts refer basically to the allowance for loan losses (Central Bank of Brazil’s Resolution Nº 2,682/99), part civil and labor provisions, allowance for losses on investments arising from tax incentives (FINOR – Northeast Investment Fund) – only for CSLL – and others, and the provision for medical expenses (FAMS). Pursuant to the Central Bank of Brazil’s Resolution Nº 3,059/02, tax credits can only be recognized on amounts that will be offset in up to 5 years, a period which was changed to 10 years under the Central Bank of Brazil’s Resolution Nº 3,355/06. However, until this date, the company’s expectations and estimates on taxable profit only extend into the foreseeable future and are unable to forecast the offsetting of assets beyond the 5-year timeframe. 73 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) The expected realization of tax credits is as follows: R$ thousand 2012 2013 BNDES 2015 2 2014 2016 After 2016 Total Tax credits: Receivables written off as losses Labor and civil provisions Allowance for investment devaluation Adjustment of swap to fair value Planned employee retirement program Employee profit sharing Allowance for medical expenses – FAMS Asset impairment allowance Sub-total Deferred tax credits on mark to market of available-for-sale securities: Income tax and social contribution PIS and COFINS (taxes on revenues) Subtotal Total tax credits - 203,032 505 30,006 19,227 30,603 4,588 2,608 290,569 31,028 6,257 4,747 42,032 16,925 39,453 4,847 61,225 58,740 1,751 20,495 4,994 85,980 32,208 16,369 963 5,088 54,628 - 341,933 64,335 30,006 21,458 19,227 30,603 24,264 2,608 534,434 - 1,548,841 180,053 1,728,894 - - - - 1,548,841 180,053 1,728,894 290,569 1,770,926 61,225 85,980 54,628 - 2,263,328 (141) (48,693) (48,834) - (288) (288) - - (672) (672) (1,101) (48,693) (49,794) - (331,633) (38,552) (370,185) - - - - (331,633) (38,552) (370,185) (48,834) (370,185) (288) - - (672) (419,979) . Taxes payable: Adjustment of swap to fair value Adjustment of securities to fair value Sub-total Deferred taxes payable on mark to market of available-for-sale securities: Income tax and social contribution PIS and COFINS (taxes on revenues) Subtotal Total deferred taxes payable 74 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand Consolidated 2012 2013 2 2014 247,032 506 38,509 45,881 27,592 6,883 2,608 58 369,069 35,352 7,400 8,601 7,172 310 58,835 2015 2016 After 2016 60,370 1,979 4,042 7,591 20,495 1,843 293,096 389,416 149,475 205,029 3,812 7,757 963 1,533 368,569 Total Tax credits: Receivables written off as losses Labor and Civil Provisions Allowance for investment devaluation Accrued profit sharing Planned employee retirement program Provision for medical expenses – FAMS Adjustment of swaps to fair value Allowance for assets devaluation Goodwill amortization Derivatives – options Adjustment to fair value – Debentures Sub-total 18,231 40,336 5,968 7,370 343 32,755 105,003 9,898 9,834 19,732 510,460 255,250 70,830 45,881 27,592 36,773 21,458 2,608 13,921 32,755 293,096 1,310,624 Deferred tax credits on mark to market of available-for-sale securities: Income tax and social contribution PIS and COFINS (taxes on revenues) - Subtotal Total tax credits 1,548,841 88,988 180,053 1,728,894 88,988 - - - 1,637,829 180,053 1,817,882 369,069 1,787,729 193,991 389,416 368,569 19,732 3,128,506 (141) (48,694) - - (288) - - - (7,621) (672) (126,139) (7,621) (1,101) (48,694) (126,139) (48,835) - (288) - - (398,744) (194,736) (727,912) (398,744) (194,736) (777,035) Sub-total (45,201) (45,201) (331,633) (38,553) (370,186) - - - (8,706,957) (8,706,957) (9,083,791) (38,553) (9,122,344) Total deferred payables (94,039) (370,186) (288) - - (9,434,869) (9,899,379) Taxes payable: Negative goodwill amortization Adjustment of swap to fair value Adjustment of securities to fair value Capital gain on sale of fixed assets Adjustment to fair value of debentures - financial instruments Options Sub-total Taxes payable on mark to market of available-forsale securities: IRPJ and CSLL PIS and COFINS (taxes on revenues) The present value of recorded tax credits, calculated considering the average funding rate, is R$1,979.7 (R$2,321.9 in Consolidated). Article 5 of Resolution Nº 3,059/02 requires the write-off of the asset corresponding to the portion of tax credits when the amounts actually realized in two consecutive periods are lower than 50% of the amounts estimated for the same period in the technical study prepared by the Bank. The provisions set forth in this article are not applicable to tax credits recognized prior to the issuance of said Resolution. As of December 31, 2011, no asset was written off. The tax credits recognized after the issuance of said Resolution amounted to R$452.9 (R$1,184.9 in Consolidated). 75 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 23. Provisions for labor and civil contingencies The BNDES is a party to various labor and civil lawsuits arising from the normal course of its business. The provision recognized is considered by management as sufficient to cover potential losses. The provisions, categorized by their nature, are as follows: R$ thousand As of December 31 2011 Labor lawsuits Civil lawsuits Total Current Non-current Total 2010 BNDES 35,277 126,582 161,859 Consolidated 41,857 682,805 724,662 BNDES 32,240 87,917 120,157 1,262 160,597 161,859 1,265 723,397 724,662 1,229 118,928 120,157 Consolidated 43,471 618,097 661,568 7,059 654,509 661,568 Below is the expected scheduled of these provisions: R$ thousand As of December 31 Labor lawsuits Consolidated BNDES 1,262 1,265 14,114 17,377 12,707 13,912 3,898 4,566 2,687 2,735 25 25 301 1,628 137 137 66 146 146 35,277 41,857 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Civil lawsuits Consolidated BNDES 1,527 1,527 85,925 87,316 481 481 38,237 593,069 411 411 1 1 126,582 682,805 a) Labor lawsuits Labor provision reflects the risk of probable loss on 140 ongoing lawsuits that refer basically to reinstatement of dismissed employees (164 lawsuits - Consolidated), referring mainly to pre-agreed overtime. Consolidated also includes lawsuits related to the Waiver Law (arising from the administrative reform promoted by the Collor administration). 76 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Changes in the labor provision in the period are as follows: R$ thousand As of December 31 2011 Balance at beginning of period Recognition (reversal), net Payments Balance at end of the period BNDES 32,240 5,236 (2,199) 35,277 2010 BNDES 57,954 (23,021) (2,693) 32,240 Consolidated 43,471 787 (2,401) 41,857 Consolidated 70,760 (22,392) (4,897) 43,471 As of December 31, 2011, there are 125 ongoing lawsuits (129 - Consolidated) classified as possible loss, in the estimated amount of R$139.0 (R$256.4 Consolidated). b) Civil lawsuits Civil provision reflects the risk classification as probable loss on 12 ongoing lawsuits (15 - Consolidated),the most important of which are related to privatization transactions carried out by the Federal Government and implemented by the BNDES in its capacity as the manager of the National Privatization Program (PND), and also to contractual matters. At the consolidated level, lawsuits are similar, with the main ones being a lawsuit filed in 1995, relating to a privatization auction held in 1989 for which the lower court decision, favorable to BNDESPAR, was revised and still awaits judgment. Changes in the civil provisions in the period are as follows: R$ thousand As of December 31 2011 Balance at beginning of the period Recognition (reversal), net Balance at end of the period BNDES 87,917 38,665 126,582 2010 Consolidated 618,097 64,708 682,805 BNDES 87,431 486 87,917 Consolidated 622,140 (4,043) 618,097 As of December 31, 2011, there are 71 ongoing lawsuits (84 - Consolidated) classified as possible loss, in the estimated amount of R$721.7 (R$1,566.9 - Consolidated). 77 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 24. Shareholders’ Equity Capital As of December 31, 2011 and 2010 the BNDES’ subscribed capital is represented by 6,273,711,452 registered common shares, without par value, all held by the Federal Government. A capital increase in the amount of R$6,783.1 arising from the transfer of shares of Petrobras is being made as follows: • • Transfer of 223,597,798 common shares of Petróleo Brasileiro S.A. - Petrobras, in the amount of R$6,400.0, exceeding the Federal Government’s share control, pursuant to Decree 7439 of February 16, 2011. Transfer of 16,103,059 common shares of Petróleo Brasileiro S.A. - Petrobras, in the amount of R$383.1, exceeding the Federal Government’s share control, pursuant to Decree Nº7,653 of December 23, 2011. Allocation of profit R$ thousand As of December 31 2011 Income (loss) for the year Prior-year adjustment (1) Amounts allocated 2010 9,047,934 9,047,934 9,913,322 231,449 10,144,771 452,397 54,021 507,239 20,185 Payments to shareholder Minimum mandatory payments to shareholder - 25% (3) Supplementary payments to shareholder 2,135,380 2,135,380 - 3,477,261 2,404,337 1,072,924 Future capital increase reserve Operating margin reserve 1,281,227 5,124,909 1,442,602 4,697,484 Allocations Legal reserve - 5% (2) Tax incentive reserve (1) Adjustment arising from application of CPCs. (2) Limited to 20% of capital or, at the discretion of BNDES, when this reserve balance plus capital reserves reaches 30% of capital. (3) 25% of adjusted net income after the recognition of the legal reserve and the tax incentives reserve. 2,135,380 2,135,380 Proposed payments to shareholder (4) Dividends Interest on capital 3,477,261 1,967,296 1,509,965 (4) R$2,051.4 were paid in advance to the shareholder in 2011 and R$3,477.3 thousand in 2010, adjusted based on the SELIC rate. 78 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Earnings reserves Beginning 2008, the bylaws of BNDES started to provide for the recognition of an ‘Earnings reserve for future capital increase’, an ‘Earnings reserve for operating margin’, and a ‘Tax incentives reserve’. The ‘Reserve for future capital increase’ is designed to ensure the formation of equity compatible with the expected growth of the Bank’s assets and is recognized as 15% of adjusted net income, with a total balance limited to 30% of capital. In 2011, R$1,281.2 was recognized in this reserve (R$1,442.6 in 2010). The ‘Reserve for operating margin’ is designed to ensure that the Bank has an operating margin consistent with the development of our operations and is recognized as 100% of the remaining balance of net income, with a total balance limited to 50% of capital. In 2011, R$5,124.9 was recognized in this reserve (R$4,697.5 in 2010). With the enactment of Law Nº11,638/07, tax incentives should be recorded to profit or loss and allocated to the earnings reserve – tax incentive. In 2011, BNDES recognized R$54.0 in this reserve (R$20.2 in 2010). Valuation adjustments to equity Increases or decreases in the amounts attributed to components of assets or liabilities, net of taxes, as a result of their measurement to fair value, are accounted for under this line item. These adjustments are broken down as follows: R$ thousand 31/12/2011 31/12/2010 Adjustment - accumulated translation - reflex from associate Adjustment - other comprehensive income - reflex from associate Measurement at fair value of securities classified as available for sale Own securities From subsidiary’s assets (BNDESPAR) (1) (277,684) 545,816 (81,281) (129,934) 15,143,418 (1,684,314) 16,827,732 29,507,767 93,189 29,414,578 Total 15,411,550 29,296,552 (1) CPC 38, incorporated to Central Bank of Brazil’s standards under Circulars Nº 3,068/2001 and Nº 3,082/2002, requires the mark-to-market of the portfolio of equity investments classified as available for sale. 79 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Payment of dividends In 2011 and 2010, BNDES paid interest on capital and dividends, as described below: Event 2011 Amount allocated - R$ thousand Amount paid (*) Payment date Payment method Supplementary dividend - 2010 Federal government 1,000,000 1,026,010 mar-11 securities Supplementary dividend - 2010 1,500,000 1,552,559 apr-11 In cash Supplementary dividend - 2010 1,700,000 1,776,219 may-11 In cash Supplementary dividend - 2010 497,484 540,814 sep-11 In cash Prepayment of interest on capital - 2011 (**) 1,599,607 1,557,904 sep-11 In cash Prepayment of interest on capital - 2011 (**) 451,746 451,190 dec-11 In cash Total 6,748,837 6,904,696 (*) Includes adjustment using the SELIC rate from the date profits are calculated until the date of payment. (**) Proposed payments to shareholder include adjustment by the SELIC rate, amounting to R$42.2. See table above on Allocation of profit. Event Interest on capital - 2009 Mandatory minimum dividend - 2009 Supplementary dividend - 2009 Supplementary dividend - 2009 Supplementary dividend - 2009 Supplementary dividend - 2009 Prepayment of interest on capital/dividends - 2010 (**) 2010 Amount allocated - R$ thousand 41,994 381,547 875,000 Amount paid (*) Payment date 42,523 386,350 886,015 feb-10 feb-10 feb-10 2,434,216 289,920 215,293 2,500,000 300,000 226,467 apr-10 may-10 jul-10 738,365 707,566 Payment method In cash In cash In cash Federal government securities In cash In cash jul-10 In cash Federal government Supplementary dividend - 2009 953,607 1,012,010 aug-10 securities Prepayment of interest on capital/dividends - 2010 Aug and nov- Federal government (**) 2,738,896 2,664,345 10 securities Total 8,668,838 8,725,276 (*) Includes adjustment using the SELIC rate from the date profits are calculated until the date of payment. (**) Proposed payments to shareholder include adjustment by the SELIC rate, amounting to R$105.3. See table above on Allocation of profit. 25. Related Parties The BNDES and its subsidiaries have relations and conduct transactions with entities considered related parties, in accordance with Technical Pronouncement No. 05 of the Accounting Pronouncements Committee - CPC, approved by Central Bank of Brazil’s Resolution Nº 3,750/09. 80 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 25.1) Transactions with subsidiaries Transactions between companies included in consolidation have been eliminated from the consolidated financial statements and were as follows: R$ thousand As of December 31 FINAME Assets Onlendings Local currency Foreign currency Dividends receivable Liabilities Onlendings Local currency 2011 BNDESPAR Total FINAME 2010 BNDESPAR Total 104,548,121 7,341,052 111,889,173 - 8,710,955 38,526 8,749,481 982,544 113,259,076 7,379,578 120,638,654 982,544 82,405,006 7,198,212 89,603,218 14,529 11,642,000 49,431 11,691,431 983,048 94,047,006 7,247,643 101,294,649 997,577 1,908 86,931 88,839 890,144 91,770 981,914 2nd six-month period of 2011 Income: Onlendings Local currency Foreign currency Expenses: Onlendings Local currency FINAME BNDESPAR Total FINAME BNDESPAR Total FINAME BNDESPAR Total 2,368,292 1,458,780 3,827,072 576,391 11,395 587,786 2,944,683 1,470,175 4,414,858 4,335,636 1,168,344 5,503,980 1,102,895 9,904 1,112,799 5,438,531 1,178,248 6,616,779 2,675,407 98,535 2,773,942 990,696 1,846 992,542 3,666,103 100,382 3,766,485 (147) (3,105) (3,252) (82,014) (6,361) (88,375) (347,998) (38,931) (386,929) 25.2) Transactions with the National Treasury – BNDES’ single shareholder Transactions involving the National Treasure are summarized below and the conditions are referred to in the notes in each account group: R$ thousand BNDES As of December 31 2011 Assets Federal government securities (Note 6) Other receivables from the National Treasury (Note 31) 51,328,835 3,608,287 Liabilities Onlendings Hybrid equity/debt instrument Other payables to the National Treasury Dividends and interest on capital 2nd six-month period of 2011 2,089,212 171,981 (15,718,110) (690) Income: Income from federal government securities Income from other receivables - equalization Expenses on onlendings and hybrid equity/debt instrument Expenses on other payables - equalization 81 2010 25,638,179 1,784,273 294,113,798 13,775,298 7,754 84,027 234,798,923 13,234,016 6,523 - 3,959,319 339,474 (21,644,831) (1,324) 5,878,112 262,077 (11,543,568) (4,157) (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand Consolidated As of December 31 2011 Assets Federal government securities (Note 7) Other receivables from the National Treasury (Note 31) 2010 51,328,835 7,830,901 Liabilities Onlendings Hybrid equity/debt instrument Other payables to the National Treasury 2nd six-month period of 2011 2,089,212 1,538,700 (15,875,535) (8,337) Income: Income from federal government securities Income from other receivables - equalization Expenses on onlendings and hybrid equity/debt instrument Expenses on other payables - equalization 25,638,179 3,547,589 296,998,648 13,775,298 131,312 239,823,527 13,234,016 128,862 3,959,319 2,958,113 (22,030,353) 15,052 5,895,064 1,658,825 (12,239,110) (66,619) 25.3) Transactions with other Governmental Entities In addition to transactions with its only shareholder, the BNDES maintains transactions with other governmental entities, therefore under common control, in the course of its business, such as Banco do Brasil, Caixa Econômica Federal, Banco do Nordeste, Petrobras, Eletrobrás, Worker Assistance Fund (FAT), PIS/PASEP Participation Fund, Merchant Marine Fund (FMM), and Guarantee Fund for Promotion of Competitiveness (FGCP). Balances of significant transactions with these entities are summarized below: R$ thousand As of December 31 BNDES 2011 Assets Funds, debentures, lending and onlending transactions, dividends and interest on capital, and other receivables Consolidated 2010 2011 2010 86,755,176 75,456,778 112,251,641 80,440,933 (44,154) (121,888) (45,563) (122,936) 198,869,344 182,402,038 Allowance for credit risks Liabilities Deposits and onlendings 82 198,869,344 182,402,038 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 25.4) Transactions with the BNDES’ Welfare and Pension Plan Foundation – FAPES Transactions with FAPES and Health Care and Welfare Fund (FAMS), administered by FAPES, summarized below, are detailed in Note 28: R$ thousand BNDES As of December 31 2011 Liabilities Accounts payable - FAPES – Pension Actuarial liabilities - FAMS – Welfare 2010 566,823 718,243 540,635 615,103 R$ mil Consolidated Em 31 de dezembro 2011 Liabilities Accounts payable - FAPES – Pension Actuarial liabilities - FAMS – Welfare 2010 735,642 904,800 702,450 777,818 R$ thousand BNDES As of December 31 2nd six-month period of 2011 Expenses Pension Plan Welfare Plan 67,403 53,313 2011 86,043 103,140 2010 122,812 72,952 R$ thousand Consolidated As of December 31 2nd six-month period of 2011 Expenses Pension Plan Welfare Plan 87,559 66,043 2011 111,811 126,982 2010 102,958 87,475 25.5) Transactions with associates The BNDES, through its subsidiary BNDESPAR, has investments in associates, as detailed in note 15.2.3. In addition to capital contributions in the investees and receipt of dividends and interest on capital, the BNDES and its subsidiaries have other lending operations with these companies. These transactions with these investees have the same conditions as those transactions with other entities, not producing different effects as to the others, on the results of operations and financial position of the Company. 83 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Balances of significant transactions with these entities are summarized below: R$ thousand BNDES As of December 31 2011 Assets Receivables 2010 2,254,391 1,267,687 (9,771) (14,004) Allowance R$ thousand Consolidated As of December 31 2011 Assets Receivables Allowance 2010 2,257,022 1,267,687 (12,402) (14,004) 1,488 540 Dividends receivable from associates 25.6) Remuneration of employees and managers The BNDES and its subsidiaries do not grant loans to management key personnel officers and members of the Advisory Boards, Audit Committee and Fiscal Councils. This practice is prohibited for all financial institutions regulated by the Central Bank of Brazil. The BNDES System also does not grant share-based compensation or other long-term benefits to its Management key personnel. Post-employment benefits are limited to employees of the companies of the BNDES system. Costs for compensation and other benefits paid to management key personnel of the BNDES System are presented below: R$ thousand As of December 31 2011 BNDES Current benefits: Payroll (*) and related taxes 2010 Consolidated 7,289.16 BNDES 8,262.28 Consolidated 6,869.31 7,839.97 (*) Compensation Compensation paid to managers and employees are broken down below: R$ thousand 12/31/2011 BNDES Highest Salary (*) Lowest Salary (*) Average Salary (*) Management Employees 53.91 5.51 26.46 44.92 1.64 13.82 12/31/2010 Consolidated Management Employees 53.91 4.95 16.75 44.92 1.64 14.33 (*) Contractual compensation 84 BNDES Management 49.45 5.12 22.37 Employees 48.46 1.53 13.10 Consolidated Management Employees 49.45 4.60 14.59 48.46 1.53 13.65 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 26. Income from allowance for losses Breakdown of income from allowance for losses: R$ thousand As of December 31 2nd six-month period of 2011 Consolidated BNDES Reversal (recognition), net, of: Lending operations Onlendings Debentures Forward sale of securities Receivables Recovery of receivables written off from assets (*) Recorded income (expenses), net 2011 BNDES 2010 Consolidated BNDES Consolidated 188,919 138,809 103 1,684 192,511 (625,979) 119,325 (46,284) 1,098 3,726 412,115 660,216 293,904 (641) 1,911 316,826 (137,167) 192,798 (64,810) (175,136) 20,690 881,100 471,269 264,619 78,781 155 17,717 2,199,521 143,846 152,211 262,595 19,363 (12,268) 2,286,031 522,026 (135,999) 1,272,216 717,475 3,032,062 2,851,778 (*) 50% of the consolidated balance refers basically to the recovery of credits from two BNDESPAR group companies totaling R$430. 27. Derivatives 27.1) Exchange and interest rate derivatives Exchange and interest rate derivatives are used to adjust the composition of the BNDES’s financial assets and financial liabilities. In particular, the purpose of the adjustments to foreign-currency denominated liabilities is to make the credit product “currency basket”, which represents the composition of the Bank’s foreign exposure, more attractive to borrowers. Concurrently, these derivatives contribute to the management of assets and liabilities denominated in hard currencies to reduce a possible mismatch between such currencies. According to its financial policy guidance, the purpose of the BNDES is to transfer to borrowers the currency and interest rate risks, including risks arising from derivative transactions, where the Bank ultimately assumes the credit risk derived from currency and interest rate volatilities on its clients. Using exchange and interest rate derivatives, the Bank can increase the weight of the US dollar in the currency basket and minimize the adverse impact on of other hard currencies’ volatility on borrowers denominated in the currency pegged to the BNDES’s “currency basket” and reduce the risk associated to a possible currency mismatch in the BNDES’s balance sheet. The exchange rate and interest rate over-the-counter transactions, the BNDES receives the full amount payable on the respective hedged asset. Thus, the hedging level is usually close to 100%. 85 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) In view of the features of the BNDES’s liability transactions, the Bank has performed financial hedges on the over-the-counter market, registered with the CETIP (Brazilian clearing and settlement house). In order to mitigate the credit risk involved in such transactions, the acceptance of counterparties is decided based on the credit analysis conducted by the BNDES, which can even include the requirement of formal guarantees. The tables below describe the asset transactions involving currency hedges as of December 31, 2011. All transactions below were recorded according to the Central Bank of Brazil’s Circular Nº 3,082, of January 30, 2002, and were traded in the local market and registered at CETIP. 27.1.1) Summary of outstanding swap transactions contracted on the over-the-counter market: Notional amount Reference currencies Maturity EURO 750 million1 Euro – USD Sep/2017 US$ 300 million USD – R$ from Jul/2011 to Itaú BBA and Banco Votorantim Sep/2011 US$ 690,4 million USD (fixed interest rate floating) from Mar/2015 to Citibank, Bank of América Merrill Aug/2021 Lynch and HSBC R$ 495.6 million 1 R$ - USD CHF 200 million 1 Swiss francs USD Counterparties Deutsche Bank, HSBC, Santander and Bank of America Merrill Lynch from Dec/2014 to Merril Lynch, Santander and Deutsche Jul/2019 Bank Dec/2016 Santander and Société Generale 1 Operations contracted with bilateral credit risk mitigation mechanism through the assignment of government bonds and interbank deposits as margin. Under the terms of the agreements entered into between the parties, bilateral contributions of initial margins are made when operation is contracted and, until settlement, periodical reviews are performed to supplement the guarantee. As of December 31, 2011, government securities given and received as guarantee totaled R$219.6 and R$146.3, respectively. The amounts were calculated based on the unit prices set forth in Resolution Nº 550, as disclosed by the Central Bank of Brazil on the base date. 27.1.2) Managed Portfolio Additionally, in order to manage currency and short-term interest rate mismatches, BNDES carries out, through the Managed Portfolio, derivative transactions on the BM&F. The transactions involving this Portfolio are conducted according to the instructions from BNDES and performed by BB DTVM. 86 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 27.2) Options and embedded derivatives In light of the corporate purpose of BNDESPAR, equity investment transactions are structured that generate embedded derivatives in debenture contracts. These derivatives do not have an hedging purposes and are not speculative derivative financial instruments. These derivatives are options for the conversion into or exchange for shares of underlying debentures. Thus, these derivatives do not pose any risk of loss to BNDESPAR. These derivatives are measured and recognized at fair value. 27.3) Breakdown of derivative financial instruments R$ thousand BNDES 12/31/2011 Maturities Swap contracts Foreign exchange: Euro x USD USD x R$ R$ x USD Swiss franc x USD Sep/2017 Jan/2012, Feb/2012 and Mar/2012 Dec/2014 to Jul/2019 Dec/2016 Custodian Memorandum account Notional amount Assets Notional amount Liabilities Balance sheet account Accounts receivable (payable) Fair value CETIP 1,845,481 1,976,745 (131,264) (131,264) CETIP 564,267 546,823 17,444 17,444 CETIP 477,427 538,967 (61,540) (61,540) CETIP 399,875 465,040 (65,165) (65,165) 1,302,772 1,481,465 (178,694) (178,694) 5,009,040 (419,219) (419,219) (1,198) (1,198) (420,417) (420,417) Interest rates in US$: Fixed vs. floating rate Mar/2015 to Agu/2021 CETIP 4, 589,822 Swap agreements – BM&FBOVESPA Foreign exchange: Jan/2012, Apr/2012 and Jul/2012 USD x R$ BM&F 375,160 Future contracts R$ (short position) USD (long position) USD (short position) Notional amounts Jan/2014, Jan/2015 and Jan/2017 Jan/2012 to Apr/2012 Jan/2012 BM&F 4,198,543 (2,285) (2,285) BM&F 1,937,701 (9,109) (9,109) BM&F 93,790 9 (11,385) (431,802) 9 (11,385) (431,802) Total 87 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand BNDES 12/31/2010 Swap contracts Foreign exchange: EUR x US$ USD x R$ Memorandum account Notional amount Notional amount Assets Liabilities Balance sheet account Accounts receivable (payable) Maturities Custodian Fair value Feb/2011 Jan/2011 to Mar/2011 CETIP 1,674,238 1,705,365 (31,127) (31,127) CETIP 501,014 518,959 (17,945) (17,945) CETIP 1,217,990 1,333,072 (115,082) (115,082) 3,557,396 (164,154) (164,154) 833 833 (70,151) (70,151) (69,318) (233,472) (69,318) (233,472) Interest rates in US$: Fixed vs, floating rate Mar/2015 to Aug/2021 3,393,242 Future contracts DI (short position) USD (long position) Jan/2014 BM&F Fev/2011 to Apr/2011 BM&F Notional amounts 501,693 6,765,605 Total 88 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand Consolidated 12/31/2011 Memorandum account Notional amount Notional amount Assets Liabilities Balance sheet account Accounts receivable (payable) Maturities Custodian Fair value Sep/2017 CETIP 1,845,481 1,976,745 CETIP 564,267 546,823 17,444 17,444 CETIP 477,427 538,967 (61,540) (61,540) CETIP 399,875 465,040 (65,165) (65,165) 1,302,772 1,481,465 (178,694) (178,694) 5,009,040 (419,219) (419,219) (1,198) (1,198) (420,417) (420,417) Swap contracts Foreign exchange: Euro x USD USD x R$ R$ x USD Swiss franc x USD Jul/2011 to Sep/2011 Dec/2014 to Jul/2019 Dec/2016 (131,264) (131,264) Interest rates in US$: Fixed vs, floating rate Mar/2015 to Aug/2021 CETIP 4, 589,822 Swap agreements – BM&FBOVESPA Foreign exchange: USD x R$ Jan/2012, Apr/2012 and Jul/2012 BM&F 375,160 Future contracts Notional amounts R$ (short position) USD (long position) USD (short position) Options Jan/2014, Jan/2015 and Jan/2017 Jan/2012 to Apr2012 Jan/2012 Type Short position (liabilities) American Long position (assets) European Long position (assets) European BM&F 4,198,543 (2,285) (2,285) BM&F 1,937,701 (9,109) (9,109) BM&F 93,790 9 (11,383) (431,802) 9 (11,383) (431,802) (96,338) (96,338) 478,862 478,862 93,891 93,891 Pricing method Black-Scholes/ Merton Black-Scholes/ Merton Black-Scholes/ Merton (434,740) (390,127) Embedded derivatives Total 89 (434,740) (390,127) (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) R$ thousand Consolidated 12/31/2010 Swap contracts Foreign exchange: EUR x US$ USD x R$ Memorandum account Notional amount Notional amount Assets Liabilities Balance sheet account Accounts receivable (payable) Maturities Custodian Fair value Feb/2011 Jan/2011 to Mar/2011 CETIP 1,674,238 1,705,365 (31,127) (31,127) CETIP 501,014 518,959 (17,945) (17,945) CETIP 1,217,990 1,333,072 (115,082) (115,082) 3,557,396 (164,154) (164,154) 833 833 (70,150) (70,150) (69,317) (69,317) (483,569) (483,569) 229,902 229,902 41,346 41,346 284,419 (161,373) 284,419 (161,373) Interest rates in US$: Fixed vs, floating rate Mar/2015 to Aug/2021 3,393,242 Futures contracts (short position) DI Jan/2014 USD Feb/2011 to Apr/2011 BM&F Notional amounts 501,693 BM&F 6,765,605 Options Type Short position (liabilities) American Long position (assets) European Long position (assets) European Pricing method Black-Scholes/ Merton Black-Scholes/ Merton Black-Scholes/ Merton Embedded derivatives Total Summary derivative instruments R$ thousand Asset position Liability position Total BNDES Amounts receivable (payable) As of December 31, 2011 2010 17,453 833 (449,255) (234,305) (431,802) (233,472) Consolidated Amounts receivable (payable) As of December 31, 2011 2010 1,047,553 556,501 (1,437,680) (717,874) (390,127) (161,373) Gain (losses) on derivatives R$ thousand As of December 31 2011 (286,490) (404,582) 688,736 (712,772) (714,558) Income (expenses) from swap Income (expenses) from future Income (expenses) from option Income (expenses) from embedded derivatives Total 90 2010 (184,755) (963,298) 681,963 (330,617) (796,707) (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 28. Pension Obligations The obligations recognized in balance sheets related to the supplementary pension and medical care plans are as follows: R$ thousand As of December 31 BNDES Payables - FAPES Actuarial liabilities - FAMS Total Current Payables - FAPES Actuarial liabilities - FAMS Non-current Payables - FAPES Actuarial liabilities - FAMS 2011 Consolidated 2010 BNDES Consolidated 566,823 718,243 1,285,066 735,642 904,800 1,640,442 540,635 615,103 1,155,738 702,450 777,818 1,480,268 25,093 11,471 36,564 33,484 17,951 51,435 21,634 10,839 32,473 28,875 16,308 45,183 541,730 706,772 1,248,502 702,158 886,849 1,589,007 519,001 604,264 1,123,265 673,575 761,510 1,435,085 28.1) Pension plan: FAPES (Fundação de Assistência e Previdência Social do BNDES) is a closed-end pension fund. It is mainly engaged in supplementing the pension benefits paid by the National Institute of Social Security (INSS), to employees of its sponsors: BNDES, FINAME, BNDESPAR, and FAPES itself. FAPES has a defined benefit plan and the capitalization system is used to size its reserves. The sponsors should match, proportionately to their contribution, any possible deficits identified by an actuarial valuation, as set forth by the plan’s bylaws and prevailing legislation. The actuarial commitment was valued by an independent actuary using the Projected Unit Credit method (PUC). The adjustments of the amounts for specific dates were based on interest equivalent to the interest paid by National Treasury Notes - series B, based on rates applicable to prime financial instruments. 91 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) The table below shows the results of the actuarial valuation of the supplementary pension plan: R$ thousand As of December 31 2011 BNDES Present value of actuarial obligation Fair value of plan assets Present value of obligations not covered by assets/(excess coverage) Unrecognized actuarial gains Actuarial liability (asset) Assets cap Actuarial liability before Interpretation A (*) Additional liability - Interpretation A (*) Net liabilities (*) 6,370,888 (5,554,028) 816,860 (1,153,039) (336,179) 336,179 566,823 566,823 Consolidated 8,127,695 (7,085,581) 1,042,114 (1,379,669) (337,555) 337,555 735,642 735,642 Interpretation A (The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction), equivalent to IFRIC 14 of IASB, is an integral part of CPC 33 (Decision Nº600/2009). Additional liability The additional liability refers to debt acknowledgment contracts entered into with the sponsors, with fixed schedule of amortization, through monthly payments, totaling thirteen installments per year, calculated using the Price System and subject to annual interest equivalent to the 6% actuarial rate plus the administrative costing rate and inflation adjustment, which occurs at the same time and is prorated to the sponsors’ employees’ salary increases or general changes. Therefore, the contracted debt is recognized as an additional liability when the net liability is determined. The balance of these debts is as follows: R$ thousand As of December 31 Contracts of 2002 (a) Contracts of 2004 (b) Total Current Non-current Total (a) 2011 BNDES Consolidated 454,702 581,116 112,121 154,526 566,823 735,642 25,093 541,730 566,823 33,484 702,158 735,642 2010 BNDES Consolidated 425,758 544,125 114,877 158,325 540,635 702,450 21,634 519,001 540,635 28,875 673,575 702,450 This refers to the agreement between the BNDES group entities and their employees regarding the recognition of changes in working hours, pursuant to Law Nº 10,556, of November 13, 2002, which resulted in a 16.67% increase in the participants’ contribution salary, directly impacting the benefit plan’s mathematical reserves. For partial coverage of the increase in such reserves in 2002, contracts establishing the debt repayment in 390 installments were entered into. The payment began in January 2003. 92 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) (b) This refers to conversion of the mathematical reserves to be recognized (in compliance with the Central Bank of Brazil’s recommendation), which were being amortized on a monthly basis since November 1998 through extraordinary contributions, into debt acknowledged by the sponsors, due in November 2018. The first installment was paid in December 2004. Changes in the present value of the defined benefit obligation: R$ thousand As of December 31 2011 BNDES Present value at beginning of the period Cost of current service Interest cost Unrecognized actuarial losses (gains) Benefits paid Present value at end of the period Consolidado 5,601,413 143,357 570,749 385,560 (330,191) 6,370,888 BNDES 7,160,601 158,764 729,866 495,782 (417,318) 8,127,695 2010 Consolidado 4,620,691 93,002 456,013 743,554 (311,847) 5,601,413 5,933,161 105,814 585,911 928,687 (392,972) 7,160,601 Changes in the fair value of plan assets: R$ thousand As of December 31 2011 Consolidated BNDES 5,124,900 6,551,448 520,636 665,142 90,053 107,869 109,277 134,893 39,353 43,547 (330,191) (417,318) 5,554,028 7,085,581 Fair value at beginning of the period Expected return on plan assets Unrecognized actuarial gains (losses) Contributions received from employer Contributions received from participants Benefits paid Fair value at end of the period 2010 Consolidated BNDES 4,737,228 6,082,799 480,044 614,880 91,160 92,190 92,470 114,186 35,845 40,365 (311,847) (392,972) 5,124,900 6,551,448 The BNDES expects to contribute approximately R$114.1 to the supplementary pension plan next year (R$140.9 in Consolidated). The amounts recognized in the income statement are follows: R$ thousand As of December 31 2011 Net expense for the period Cost of current service Interest cost Expected return on plan assets Unrecognized actuarial losses Total BNDES 143,356 570,749 (520,636) 15,652 209,121 2010 Consolidated 158,764 729,866 (665,142) 15,652 239,140 BNDES 93,002 456,013 (480,044) 68,971 Consolidated 105,814 585,911 (614,880) 76,845 The expected income of plan assets was determined based on the same assumptions used for the adjustment of liabilities, using actuarial is interest equivalent to the interest paid by National Treasury Notes - series B (NTN-B). The main categories of plan assets, as a percentage of total plan assets, are as follows: 93 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Em (%) As of December 31 2011 Balanced funds Shares Real estate investments Loans and financing Other Total BNDES 79.7 5.0 8.2 4.2 2.9 100.0 2010 Consolidated BNDES 5.7 5.7 80.6 80.6 5.7 5.7 4.3 4.3 3.7 3.7 100.0 100.0 Consolidated 79.7 5.0 8.2 4.2 2.9 100.0 MPS/CNPC Resolution Nº 8, of October 31, 2011, which addresses the accounting procedures of closed-end supplementary pension plans, approved the appendices that provide for the standard accounting planning, models and instructions for the preparation of financial statements. The main categories of the plan assets were presented in accordance with said resolution. The actual return on the plan assets accumulated through December 31, 2011 was R$610.7 and R$773.0 in BNDES and Consolidated, respectively (R$571.2 and R$707.1 as of December 31, 2010, in BNDES and Consolidated, respectively). The table below shows the estimated benefits payable for the next three years as of December 31, 2011: R$ thousand 12/31/2012 12/31/2013 12/31/2014 BNDES 346,198 361,777 378,057 Consolidated 437,542 457,232 477,807 28.2) Medical care plan The BNDES and its subsidiaries sponsor the FAMS (Health Care and Welfare Fund), created primarily to provide the plan’s participants and dependents with benefits that supplement or are similar to those granted by the INSS. These benefits, which include healthcare, hospital and dental care services under free or directed-choice systems, have been provided to the employees since 1976, under the BNDES’ Board of Directors Resolution Nº 933/98, also applicable to the BNDES’ subsidiaries. FAMS beneficiaries are active and retired employees of the BNDES and its subsidiaries and their dependents; in the event of death of the principal beneficiary, the dependent is assured of his/her right to the benefits over a maximum of 24 months. 94 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) FAMS receives funds donated by the BNDES and its subsidiaries to attain its goals. These funds are managed by FAPES, which is also responsible for annual budgeting and detailing of operating costs required by FAMS. FAMS is not covered by guarantors’ assets. Benefit prepayment is made by the BNDES based on the budgets presented by FAPES, which reports the costs incurred on a monthly basis via an Expense Schedule. As of December 31, 2011, the amount of the actuarial obligation to covered participants and active participants for the average future time of service was recorded based on the update of the actuarial valuation made by an independent actuary on September 30, 2010. R$ thousand As of December 31 2011 Present value of unfunded obligations Unrecognized actuarial losses Net actuarial liability BNDES 992,723 2010 BNDES 824,164 (209,061) Consolidated (274,481) 1,246,200 (341,400) 718,242 904,800 Consolidated 1,040,531 (262,713) 615,103 777,818 Changes in the defined benefit obligation during the period: R$ thousand As of December 31 2011 Balance at beginning of the period Cost of current service Interest cost Unrecognized net actuarial gains (losses) Benefits paid Balance at end of the period 2010 BNDES Consolidated BNDES 824,164 40,785 84,986 71,643 (28,855) 992,723 1,040,531 43,680 107,275 91,587 (36,873) 1,246,200 682,586 24,448 68,490 72,092 (23,452) 824,164 Consolidated 858,729 26,630 86,090 100,078 (30,996) 1,040,531 Amounts recognized in the income statement: R$ thousand As of December 31 2011 Net expense for the period BNDES Cost of current service Interest cost Unrecognized net actuarial gains (losses) Total 40,785 84,986 6,224 131,995 2010 Consolidated 43,680 107,275 12,900 163,855 BNDES 24,448 68,490 3,465 96,403 Consolidated 26,630 86,090 5,751 118,471 The BNDES expects to contribute approximately R$31.7 and R$40.6 to the medical care plan next year, the BNDES and consolidated, respectively. 95 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) A one percentage point change in medical care cost rates would have the following impacts: R$ thousand One percentage point increase Effect on aggregate cost of current service and interest cost Effect on defined benefit obligation One percentage point decrease 31,533 196,547 (23,432) (155,327) 28.3) Actuarial and economic assumptions All actuarial calculations involve future projections for some parameters, such as: salaries, interest, inflation, variation of INSS benefits, mortality, disability, etc. No actuarial outcome can be analyzed without the prior knowledge of the assumptions scenario used in the valuation. The following economic assumptions were used in the valuations: Benefits considered Actuarial valuation method Mortality table Disabled mortality table Disability Actual salary increase expected for active participants Nominal discount rate Inflation rate Expected return on supplementary pension plan assets Real trend rate of medical costs 12/31/2011 12/31/2010 All regulatory benefits Projected Credit Unit AT 2000 AT49 – rated up 100% Álvaro Vindas Staff (3.1100%p.a.) e and back office (2.5397%p.a.) 10.288% p.a. 4.5% p.a. All regulatory benefits Projected Credit Unit AT 2000 AT49 – rated up 100% Álvaro Vindas Staff (2.9546%p.a.) and back office (2.4426%p.a.) 10.4909% p.a 4.5% p.a. 10.288% p.a. 5% p.a. 10.4909% p.a 5% p.a. 29. Other benefits The BNDES and its subsidiaries grant the following benefits to their active employees: R$ thousand Transportation ticket Meal ticket Education allowance Total 2º semestre de 2011 Consolidated BNDES 69 107 12,168 19,012 3,111 4,861 15,348 23,980 As of December 31 2011 BNDES 129 22,825 5,872 28,826 96 2010 Consolidated 201 35,664 9,175 45,040 BNDES 184 16,687 5,071 21,942 Consolidated 275 24,906 7,568 32,749 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 30. Planned employee retirement program After the decision of the STF (Federal Supreme Court) which established that the voluntary retirement of employees does not automatically terminate the employment contract, a large number of employees remained working at the Bank while receiving the retirement benefit, which impaired the expected renewal of its personnel. The Planned Retirement Program, which encourages employees who qualify for full or early retirement for length of service to leave the Bank was approved to ensure the renewal of personnel and that the experience of the retirees is passed on to the new employees. According to FAPES estimate, 152 employees will become eligible to the Program, corresponding approximately to 5.5% of the current headcount of the BNDES System. The estimated disbursement as of December 31, 2011, as a result of the program implementation, of the program , totals R$70.9, of which R$48.0 by BNDES, R$13.2 by BNDESPAR and R$ 9.7 by FINAME. The amounts are recorded in current liabilities due to its termination by 2012. 31. Transactions Linked to the National Treasury 31.1. Asset transactions Refer to amounts receivable from the National Treasury to equalize interest from the Federal Government’s incentive programs (Pronaf, Revitaliza and Agrícolas) with a fixed rate below the long-term interest rate (TJLP), to TJLP plus 1%. As of December 31, 2011, the balances are R$3.608,2 (R$1.830,9 as of December 31, 2010) and R$7.830,9 (R$3.547,5 as of December 31, 2010) in the BNDES and Consolidated, respectively. 31.2. Liability transactions Refer to amounts payable to the National Treasury to equalize interest from Federal Government’s incentive programs (Modermaq and Moderfrota) with fixed rate above TJLP, to TJLP. In other words, under programs whose fixed rate is higher than TJLP, any excessive interest in relation to TJLP shall be returned to the National Treasury. As of December 31, 2011, the balances are R$7.7 (R$6.5 as of December 31, 2010) and R$131.3 (R$128.8 as of December 31, 2010) in the BNDES and Consolidated, respectively. 97 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 32. Hybrid equity/debt instrument In 2009, the BNDES and the Brazilian government entered into a loan agreement in accordance with Law Nº 11,948/2009. Also in 2009, through the Official Letter Nº. 2408/PGFN/CAF, the Brazilian government and the BNDES decided to deduct from the debt the amount of R$6,000.0 in order to classify it as hybrid equity/debt instrument. In November 2009, the Central Bank of Brazil classified the eligible funding as Tier I Capital, up to regulatory limit, and the remaining amount as Tier II Capital, under the category of hybrid equity/debt instrument. On December 31, 2011, the amount of hybrid equity/debt instrument is as follows: R$ thousand BNDES and Consolidated As of December 31 Currency 2011 2010 IPCA 7,078,103 6,647,883 SELIC 6,697,195 6,586,133 13,775,298 13,234,016 Total For purposes of Required Regulatory Capital, the effective amounts are R$6,000 related to Tier I Capital and R$6,975.4 related to Tier II Capital, totaling R$12,975.4 The difference between the amounts considered for purposes of Required Regulatory Capital and the amounts recorded under liabilities (amounts in the table above) refers to debt adjustment. On December 31, 2011, such adjustment amounts to R$799,9 (R$682.5 on December 31, 2010). 33. Unearned deposits Refer to payments made by financial agents relating to the agribusiness portfolio onlending transactions through renegotiations authorized by the Brazilian government under nonparameterized terms. Information will be subsequently provided by such financial agents so as to allow the proper recording of the respective amounts in the corporate systems. 98 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 34. Operating Limits (Basel Accord) Pursuant to Central Bank of Brazil’s Resolution Nº 2,283, of June 5, 1996, the minimum capital ratios (Bank and Consolidated) are calculated on the risk-weighted assets. The table below shows the main indicators as of December 31, 2011, obtained in accordance with prevailing regulations: R$ thousand, except percentages BNDES 99,113,381 51,869,008 48,053,367 (808,993) 50,642,139 21.53% 49,556,691 401,483 49,155,208 0.41% Regulatory Capital - PR - (1) Tier I Tier II Deductions from PR (2) Required Regulatory Capital - PRE - (3) Basel ratio % Limit of equity-to-fixed assets ratio Equity-to-fixed assets ratio (4) Equity-to-fixed assets margin (excess) Equity-to-fixed-assets ratio % (1) (2) (3) (4) Consolidated 99,083,784 51,849,276 48,043,501 (808,993) 52,916,537 20.60% 49,541,892 414,306 49,127,588 0.42% BACEN Resolution Nº 3,444/07 defines Regulatory Capital (PR) for operation limits calculation purposes as the sum of two levels consisting of components of shareholders' equity, subordinated debts and hybrid/debt equity instruments. Shares issued by financial institutions and other institutions authorized to operate by the Central Bank of Brazil. Minimum PR required - 11%. BACEN Resolution Nº 3,105/03, which grants the BNDES a period to meet the limit of investment in permanent assets, as amended by Resolution Nº 3,761/09, allows exclusion of shares directly or indirectly acquired as a result of: measures or programs instituted by Federal law, foreclosure of collaterals for lending operations subsequent to the effective date of this resolution and investments compatible with the institution’s business purpose. 35. Other information 35.1) Joint liability of the Federal Government In accordance with Ministry of Planning and Budget’ Official Opinion Nº 1,124/96, the BNDES, as a wholly-owned company of the Federal Government, cannot file for bankruptcy and the Federal Government is jointly liable for obligations assumed by the BNDES. 35.2) Counter-guarantees provided The BNDES pledged to the National Treasury as counter-guarantees for collateral and loans raised abroad, in the amount of US$600, 7,744,038 registered preferred shares issued by Petróleo Brasileiro S.A. – PETROBRAS (later split into 61,952,304 preferred shares) and 28,083,251,230 registered common shares issued by Centrais Elétricas Brasileiras S.A. – ELETROBRÁS (later grouped into 56,166,502 common shares) held by its wholly-owned subsidiary BNDES Participações S.A. – BNDESPAR. Out of these shares, 61,952,304 preferred shares issued by Petrobras and 1,510,070 common shares in Eletrobrás remain blocked and under custody. 99 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 35.3) Management of programs Amazônia Fund Amazônia Fund, created under the BNDES Resolution Nº 1,640, of September 3, 2008, is engaged in obtaining endowments for non-reimbursable investments to be used in prevention, monitoring, and suppression of deforestation, and promotion of the preservation and sustainable use of the Amazon rainforests, pursuant to Decree Nº 6,527, of August 1, 2008. As of December 31, 2011, the balances of funds arising from endowments to Amazônia Fund, managed by the BNDES, are as follows: R$ thousand As of December 31 2011 Endowments received (*) Investment in non-reimbursable operations Refund of administrative expenses (*) includes earnings from investments of available balances. 39,934 70,846 2,073 2010 84,394 11,106 1,359 Export Guarantee Fund – FGE The FGE, an accounting fund linked to the Ministry of Finance and managed by the BNDES, was created by Law Nº 9,818/99 for the purpose of covering the guarantees pledged by the Federal Government on export insurance guarantee transactions. As of December 31, 2011, total guarantees pledged amounted to R$18,924.9 Guarantee Fund To Promote Competitiveness – FGPC The FGPC is an accounting fund linked to the Ministry of Development, Industry and Foreign Trade and managed by the BNDES, created by Law Nº 9,531/97 and regulated by Decree Nº 3,113/99. The purpose of this fund is to provide funds to guarantee the risk of financing operations undertaken by the BNDES and FINAME, directly or through onlending institutions, to micro, small and medium-sized export companies or producers of inputs that are an integral part of the production process, assembly or packaging of goods for export. As of December 31, 2011, total guarantees pledged amounted to R$420.9. Fund for Regional Development with Resources from Privatization - FRD The FRD, created on December 17, 1997, through the BNDES Resolution Nº 918, is an accounting fund engaged in providing financial support to regional and social development projects in municipalities geographically located in areas directly influenced by Companhia Vale do Rio Doce (CVRD). The seed capital of the fund was R$85.9, provided from a donation made under CND (National Privatization Board) Resolution Nº 02/97. In 2011, the fund conducted transactions totaling R$7,4. 100 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Fund for Land and Agricultural Reform – Fundo da Terra Fundo da Terra is an accounting fund created by Supplementary Law Nº 93/98 and regulated by Decree Nº 3,475/2000, to provide funds for rural settlement and land reform programs, and the BNDES is the financial manager of the Fund. 35.4) Risk Management and Internal Controls In accordance with internal and external regulations and according to the goals set by senior management, the Area of Risk Management of the BNDES is responsible for: a) To define and propose to the Advisory Board the general risk management and internal control guidelines for the BNDES and its subsidiaries; b) To monitor the risk exposure levels; c) To analyze and monitor the regulatory capital requirements; d) To analyze the evolution of the allowances for loan losses and their impacts on the results of the BNDES and its subsidiaries; e) To evaluate the quality of existing internal controls in the BNDES System, assignment of responsibilities, segregation of duties, involved risks, and compliance with internal and external regulations, proposing actions for their improvement; and f) To disseminate an internal control and risk management culture throughout the BNDES System. The BNDES risk management is an ongoing process. The work is performed in order to align risk control policies, processes, criteria and methodologies, which are analyzed by the Risk Management Committee, supported by specific subcommittees. The following comprise BNDES risk management and internal control structure: board of directors; executive board; risk management committee; market, credit and operational risk management and internal control subcommittees; and, units dedicated in managing risks. The complete market risk management framework of BNDES is available for public access at: http://www.bndes.gov.br/SiteBNDES/bndes/bndes_pt/Institucional/Relacao_Com_Investidores/Relatorio_Gestao_Riscos 101 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) • Internal Controls Internal controls are procedures that are present at all entity’s levels, which are designed to mitigate risks and provide reasonable assurance that the following objectives will be met: − − − Compliance: performance of activities in accordance with internal and external guidelines that regulate such activities; Performance: process efficiency and effectiveness, with no significant costs and asset hedging; Information: disclosure of reliable, precise and timely information to support the decision-making process. The BNDES promotes the continuous improvement of internal control, based on the foundations set out in CMN Resolution Nº2,554/98 and the Corporate Internal Control Policy. In this context, activities are performed to check the compliance with internal and external regulations risks and assess internal controls of work processes. Reports containing evaluation conclusions are submitted to the Risk Management Committee and the Top Management and the recommendations made to the involved units have been carefully monitored. The permanent dissemination of an internal control culture is based on an ethical and transparent communication process. In addition to disseminating the Corporate Internal Control Policy and making available information related to this subject on the intranet, the Bank holds lectures for new employees as part of the current headcount renewal process to highlight the importance of internal control. The highlights of the year of 2011 are as follows: − compliance monitoring work and assessment of process internal control, as established in the annual plan of the Internal Control Unit; − implementation of the continuous monitoring project for internal control evaluation; − compliance agent project; and − approval, by the Advisory Board, of the Internal Control Report for the second six-month period of 2010 and first six-month period of 2011, as set forth in CMN Resolution Nº 2,554/98. 102 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) • Operational Risk Operational Risk is the possibility of incurring in losses due to failure or inappropriateness internal processes, people and systems, or external events. The concept includes legal risk, associated to unsuitability or weaknesses in contracts entered into by the institution, as well as penalties due to noncompliance with statutes, and compensation paid for damages caused to third parties as a result of the activities conducted by the Bank. Differently from the market and credit risks, its management and mitigation involves all functions of the Bank. The unit responsible for operational risk is in charge of assisting the other units in identifying and assessing these risks. This is made by following the criteria set out in BNDES’s Corporate Operational Risk Management Policy and the criteria set out in the BNDES’s Business Continuity Management Policy. Both policies establish the set of principles, actions, roles, and responsibilities related to such risks in the BNDES and its subsidiaries. As regards the regulatory capital, BNDES currently uses the Basic Indicator Approach to calculate the Required Regulatory Capital (PRE) related to the operational risk (POPR). This portion is being periodically calculated and reported to the BACEN as an integral part of the Statement of Operational Limits (DLO). In order to disseminate the operational risk culture in the Bank, a specific module on this theme was included in the new employee training program. Operational Risk information is also available on the intranet to our internal audience. In 2011, with respect to the continuous assessment and mitigation of operational risk, special attention was directed in improving the risk assessment methodology and operational loss database. In respect of the development and implementation of a Business Continuity Management System (SGCN) for BNDES, a bid process was completed to hire a technical consulting firm specialized on the matter, and the project began in September 2011. Additionally, the Incident Management Plan (PGI) of BNDES is being reviewed. 103 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) Market risk The market risk is the risk of financial losses resulting from changes in the fair values of the asset and liability positions held by the Bank, including the risks of fluctuation in foreign exchange rates, the interest rates, equity prices and the commodity prices. The market risk management framework and the market and liquidity risk management policy of BNDES and its subsidiaries define the set of methodologies, procedures, limits, instruments, and responsibilities applicable to permanent control of the Bank’s internal processes to ensure an appropriate risk management. The risk management monitors the portion of capital requirements resulting from the trading and non-trading portfolios to ensure that the risks inherent to these transactions are consistent with the desirable risk appetite of the Bank. The trading portfolio consists of all transactions conducted with financial instruments, including derivatives, held with the intent of being actively and frequently traded or used to hedge other components of the trading portfolio, and not subject to trading restrictions. Transactions held for trading are those intended for (i) resale; (ii) obtain benefits from changes in effective or expected prices; or (iii) arbitration. The non-trading portfolio corresponds basically to credit transactions conducted by the Bank, its borrowings, government securities, and private securities. This portfolio includes interest rate, price, and currency risks. Due to its role as development bank, the BNDES has a relatively small trading portfolio when compared to total assets held by the Bank. Therefore, as part of the market risk management, the BNDES uses the regulatory Parametric VaR approach for fixed rate risks and the maturity ladder approach to assess the exchange coupon, price, and interest rate risks, as set forth by Central Bank regulations. The BNDES uses its own method to measure the Bank portfolio (Rban) interest rate risk, considering the impact of interest rate fluctuations (indices) on the net interest income for a one-year period. The BNDES use the regulatory stress tests for the Rban. 104 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) The BNDES has a low foreign currency exposure strategy, with limits monitored on a daily basis. The Bank uses swaps and futures to maintain its net exposure below 5 percent of the regulatory capital, resulting in a regulatory capital factor for the currency risk equal (PCAM) to zero.1 The commodity risk (PCOM) and equity risk (PACS) factors are also zero because the Bank does not have direct exposures in commodities and its entire equity portfolio is classified as ‘Available for sale’, since its focus is the development of the capital market. Among the activities performed by the Market and Liquidity Risk Management Department of BNDES in the fourth quarter of 2011 are the prospective measurement of the Liquidity Coverage Ratio (LCR) and Net Stable Funding Ratio (NSFR) indicators, whose guidelines and schedule of implementation in Brazil are described in Notice Nº 20,615/2011 of the BACEN; and the operation in the live environment of the MAPS system, purchased from MAPS Soluções e Serviços Ltda., according to OCS 08/2010, entered into by the executive board of BNDES on February 26, 2010. • Credit risk The credit risk is the risk associated to the possibility of incurring losses due to borrower or counterparty default of agreed financial obligations, the depreciation of a credit agreement due to the downgrading of the borrowers’ risk ratings, the decrease in gains or returns, the advantages granted in renegotiations, and the costs of recovery. Accordingly, the BNDES’s credit risk management is part of the entire credit granting, monitoring, collection, and recovery process, incorporating the activities of several areas. The corporate credit risk management policy, approved in 2010, formalized the credit risk management process of the BNDES and its subsidiaries, setting the responsibilities, principles, guidelines, processes, and procedures necessary to identify, measure, monitor, control and mitigate the risks to which the BNDES is exposed. The policy documentation and the BNDES’s credit risk management framework comply with the guidelines set forth by CMN Resolution Nº 3,721/2009. 1 The current PCAM does not take into account the instrument convertible into BDR. A formal inquiry was made to the Central Bank to verify the need to include it in currency exposure. 105 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) As regards the calculation of the regulatory capital, the risk weighted exposures (PEPR) are monthly calculated and added to the Required Regulatory Capital (PRE) in accordance with the procedures set forth by the Central Bank of Brazil Circular Letter Nº 3,360/2007. Note that in addition to the Bank’s credit portfolio, the PEPR portion includes other assets as securities, swaps, and repurchase agreements. The calculation of the red Regulatory Capital is an integral part of the Operating Limits Document (DLO) sent on a monthly basis to the Central Bank of Brazil. On the other hand, the BNDES also calculates other internal and external regulatory limits. The exposure limits by client and to the public sector, set under CMN Resolutions Nº 2,844/2001 and 2,827/2001, respectively, as subsequently amended, are monitored and disclosed in periodic, internally distributed reports. Similarly, the Bank monitors the sectorial limits set by the Board of Directors, which are calculated using several indicators related to the Bank’s portfolio, such as default and receivables written off as losses, portfolio quality, concentration by corporate group and industry, etc. The indicators generated are analyzed and disclosed in the Credit Risk Management report sent to the Risk Management Committee on a monthly basis. Additionally, the BNDES prepares estimates for the different risk components of the credit portfolio to assess potential financial losses. The default probability by risk rating is estimated based on historical frequency and the recovery rates are calculated based on the receipt inflows identified for nonperforming agreements. State migration matrices are estimated for different time horizons and the value at risk for the credit portfolio is currently estimated using the CreditRisk+ model. The activities performed by the Credit Risk Management Department in the second half of 2011 are as follows: a) continue with the implementation of the credit risk management software, whose completion is scheduled for the first half of 2012. The current challenges include the construction of a new Datamart to calculate the maturity dates of portfolio agreements and the completion of the profitability study of agreements. 106 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) 36. Non-cash transactions In 2011 and 2010, BNDES carried out financing activities not involving cash, as detailed below; therefore, these transactions are not reflected in the statement of cash flows. 2011 A capital increase, in the amount of R$6,783.0, is being carried out through the transfer of shares issued by Petróleo Brasileiro S.A. – PETROBRAS, exceeding the maintenance of the Brazilian government’s shareholding control. 2010 BNDES increased capital by R$7,200.0, of which R$2,700.0 through the transfer by the Federal Government of part of the receivables arising from advances for future capital increase made in Centrais Elétricas Brasileiras S.A. – Eletrobrás; and R$4,500.0 through the transfer of shares issued by Petróleo Brasileiro S.A. – PETROBRAS, exceeding the maintenance of the Brazilian government’s shareholding control. 37. Event after the Reporting Period On January 16, 2012, the fourth interest coupon in the gross amount of R$ 78.090783 per debenture and the amortization in the gross amount of R$1,306.850920 per debenture relating to the first public offering of BNDESPAR were paid, according to the Notice to Debenture holders disclosed on January 12, 2012. The amounts as at December 31, 2011, described in Note 11, totaled R$826.0. 107 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) ADVISORY BOARD: Fernando Damata Pimentel – Chairman Luciano Galvão Coutinho – Vice Chairman Mauro Borges Lemos Carlos Roberto Lupi Eduardo Eugênio Gouvêa Vieira Artur Henrique da Silva Santos Roberto Atila Amaral Vieira Orlando Pessuti Miriam Aparecida Belchior Márcio Holland de Brito FISCAL COUNCIL: Carlos Eduardo Esteves Lima Paulo Fontoura Valle Clayton Campanhola – Alternate member Raul Lycurgo Leite – Alternate member Eduardo Coutinho Guerra – Alternate member 108 (Convenience Translation into English from the Original Previously Issued in Portuguese) BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL – BNDES AND SUBSIDIARIES NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS For the years ended December, 31 2011 and 2010 (Amounts in millions of Brazilian reais - R$, except otherwise indicated) AUDIT COMMITTEE: João Paulo dos Reis Velloso Attilio Guaspari Paulo Roberto Vales de Souza BOARD OF DIRECTORS: Luciano Galvão Coutinho – Chairman João Carlos Ferraz – Vice Chairman Elvio Lima Gaspar Julio César Maciel Ramundo Luiz Eduardo Melin de Carvalho e Silva Luiz Fernando Linck Dorneles Maurício Borges Lemos Roberto Zurli Machado CHIEF FINANCIAL OFFICER: Selmo Aronovich HEAD OF ACCOUNTING DEPARTMENT: Carlos Frederico Rangel de Carvalho Silva - CRC-RJ 087956/O-8 109