Itaúsa - Who we are

Itaúsa was founded to centralize the financial and strategic decisions of a group of companies and give them better conditions to expand. Itaúsa operates in the financial and industrial areas and also manages large institutions of a social nature.

The history of the Group began with the first investment bank to be founded in Brazil. It was called Banco Federal Itaú de Investimentos S.A. and was created on May 6, 1966, shortly after the Brazilian Central Bank gave permission for this kind of activity. It was a limited liability listed company which would take stakes or make loans in the medium and long term to provide fixed or variable capital by investing its own resources, as well as in the raising, intermediation and investment of resources of third parties, and other activities which the monetary authorities had given approval to.

In November 1970, it changed its official name to Banco Itaú de Investimento S.A. and in May 1973 to Banco Itaú Português de Investimento S.A. It expanded its operations into the specific areas of investment banking. At the same time it accumulated a large equity portfolio and became a substantial shareholder in a number of Itaú´s financing institutions. As these institutions grew, it became a complex task for Banco Itaú Português de Investimento S.A. to maintain its bipolar approach to its operations, both as the holding company of the group and as an investment bank.

As a result, it reformulated its objectives and ceased its investment bank activities in order to become the leading company within the Instituições Financeiras Itaú, a holding company which at that time grouped more than 50 companies. Approval was given at the General Meeting held on December 9, 1974 for the name to be changed to Investimentos Itaú S.A. The business objective was to provide support to private Brazilian companies in which it had a capital share.

At a General Meeting held on April 30, 1991, the official name was changed to Itaúsa - Investimentos Itaú S.A. The name Itaúsa - Investimentos Itaú was adopted from 1991, thereby incorporating the "Itaúsa" tag which the market valued.

The main companies which Itaúsa controls are leaders in their business areas: Itaú Unibanco Holding S.A. and its subsidiaries Itaú Unibanco and Banco Itaú BBA in the financial segment and Duratex, Itautec and Elekeiroz, leaders in their respective industrial areas.

As a listed pure holding company, Itaúsa concentrates all its financial and strategic decisions on providing the companies within the Group with the best condition to operate and expand their business. As a result, the subsidiaries have achieved high levels of productivity, employee training and technological breakthroughs to constantly improve the products and services they offer to the market.

This model also ensures that the principles which guide the holding company are also practiced by the Group companies. Appreciating human capital, ethics in business and value creation for the shareholders are the unquestionable values which direct the work of Itaúsa and its subsidiaries.

The way in which Itaúsa develops and manages each of its businesses was reflected in the results of the Conglemerate obtained in 4Q2012. From January to December of  2012, shareholders´ equity amounted to R$ 32.7 billion and it had assets of R$ 364.0 billion. Net income in the period came to R$ 5.0 billion with a return on average shareholders´ equity of 15.4% (values in IFRS).

For the ninth consecutive year, Itaúsa was selected to make up the portfolio of Dow Jones Sustainability World Index (DJSI), the main sustainability index in the world. In its 2012/2013 edition, the portfolio is made up by 340 companies of 30 countries, of which only nine are Brazilian companies - among which are Itaú Unibanco Holding S.A., Redecard S.A., and Duratex S.A. Other highlights of Itaúsa activities are as follows:

    • Leader in Financial Services, for the sixth consecutive year;
    • Highest score of the sector in twelve criteria: Anti-crime and  fraud  policies;  Branding;  Customer  Relationship  Management  (CRM);  Engagement  with  strategic  audiences; Supply  management;  Business  risks  and opportunities; Environmental Policy; Controversial issues; Financial inclusion; Development of human capital; Labor practices and human rights indicators; and Talent retention and attraction.

DJSI is made up by companies recognized as capable of creating value to stockholders in the long term. The index considers particularly the quality of management, with the integration of economic value with factors such as transparency, corporate governance and environmental and social responsibility as a way of assuring the business continuity. The inclusion in the Dow Jones Sustainability shows Itaúsa’s long-term commitment to sustainable growth, focused on creating value to stockholders and the society.

Itaú Unibanco Holding

On September 24, Itaú Unibanco purchased, through an auction of at Stock Exchange, 298,989,137 common shares issued by Redecard, representing 44.4% of capital, as follows:

    • The total acquisition shares made as from September 24 and up to the date of this report are equivalent to a investment of R$ 11.3 billion;
    • With the aforementioned purchases, Itaú Unibanco's interest in Redecard reached 98.0%;
    • Itaú Unibanco expects to conclude the purchase of 100% of minority interest by the end of 2012;
    • On October 18, 2012, the Securities and Exchange Commission (CVM) cancelled Redecard’s register as a publicly-held company.

Redecard will continue as an independent company, acting in partnership with other banks, with increased flexibility in pricing and synergies arising from the integration. In addition, the combined use of the infrastructures of Redecard and Itaú Unibanco will bring greater flexibility and will expedite the operations both for payment products offered to clients and for offers to merchants.

According to CPC 36 (R2) Consolidated Financial, changes in the interest in a subsidiary not giving rise to a change in control are accounted for as capital transactions, and any difference between the amount paid and the amount corresponding to the non-controlling interest should be directly recognized in stockholders’ equity; the effect on Itaúsa's stockholders' equity was R$ 2,423 million.

At the end of September, Itaú announced one of the largest private investments in favor of the Brazilian economy, in the amount of R$ 10.4 billion in technology, innovation and services to be made in the period from 2012 to 2015, of which:

    • R$ 2.7 billion in data processing systems;
    • R$ 0.8 billion for acquisition of software;
    • R$ 4.6 billion in system development; and
    • R$ 2.3 billion in a new Data Center in Mogi Mirim (under construction).

On October 23, 2012 Itaú Unibanco Holding announced the execution of a "Share Purchase Agreement " with Experian, by which it commits itself to sell to Experian its total ownership interest in Serasa. Experian will pay R$ 1.7 billion to Itaú Unibanco, in cash, for 601,403 shares of Serasa, which represent 16,14% of the company’s capital. Income in Itaú Unibanco, arising from this sale, is estimated at R$ 1,5 billion (before taxes) for the fourth quarter of 2012.

Itaú Unibanco constituted a new financial institution in partnership with Banco BMG S.A. (70% controlled by Itaú Unibanco and 30% by BMG), aiming at the offering, distribution and sale of payroll loans in Brazil. This association was approved by the Administrative Council for Economic Defense (CADE) in October and operations started in December 2012.

Duratex 

Duratex took another step in the implementation of its strategy to expand the markets in which it operates and announced, in September, the execution of a binding proposal for the acquisition of Thermosystem Indústria Eletro Eletrônica Ltda., specialized in the manufacturing of electronic showers and solar heating systems. Thermosystem is an innovative company that launched the first electronic shower in Brazil and has been growing in attributes such as design, innovation and added value, which are much valued by Duratex and are present in Deca and Hydra products. The amount of the transaction is R$ 58 million This operation should add up an annual production capacity of 1.5 million units of electronic showers and solar heating systems.

In 2012 Duratex operating performance, measured by EBITDA, exceeded R$ 1 billion. This performance reflects the strength of the brand and the correct decisions made in the past aiming at expanding the production capacity. The amount of R$ 832 million, equal to 82.0% of EBITDA, was invested in the year.

Elekeiroz 

In 2012 the company invested R$ 38 million, of which R$ 18 million in the 30% expansion of the production capacity of the unsaturated polyester resins plant in the Várzea Paulista site. The amount of R$ 20 million was invested in productivity increase, security and environment preservation programs.

The creation of an executive management specific to Research, Development and Innovation will ensure a renewed portfolio by way of new projects.

Itautec 

In 2012, the company invested R$ 76 million, of which R$ 66 million in research and development, mainly in the development of products of the commercial and banking automation segments, including hardware and software, and R$ 10 million in fixed assets, and software.

The Computing portfolio has been updated, encompassing the latest technology available, including Green IT, increasing performance and reducing the product energy consumption. Two new desktop models were launched for the corporate market, with advanced processing features, as well as the Notebook W7730, for small and middle-market companies and for the Personal Computing Segment. Five new models of high performance and security servers were also launched.
At the end of the quarter, the product line comprised six desktop platforms and All-in-Ones, six notebook and six server platforms.
 

RESULTS - Accumulated in Period
	2012 (IFRS)	2011 (IFRS)	2010 (IFRS)	2009 (IFRS)	2010 (BRGAAP)	2009(BRGAAP)	2008(BRGAAP)	2007(BRGAAP)	2006(BRGAAP)	2005(BRGAAP)	2004(BRGAAP)	2003(BRGAAP)	2002(BRGAAP)	2001(BRGAAP)
ASSETS	364,017	312,002	275,942	213,504	764,211	615,962	643,201	300,036	214,433	156,339	134,233	122,330	114,649	84,472
Stockholders' Equity
Controlling Company	30,027	29,341	26,159	23,189	23,743	19,785	16,592	15,676	12,842	9,754	8,879	7,636	6,389	5,055
Conglomerate	32,709	32,290	29,036	25,839	68,167	57,956	48,283	33,933	27,245	18,764	17,199	14,759	11,837	9,683
Net Income
Controlling Company	4,539	4,837	4,417	4,362	4,953	3,930	2,700	3,988	4,486	2,297	1,962	1,561	1,537	1,183
Conglomerate	5,040	5,367	5,013	4,749	14,667	11,742	5,431	8,916	6,796	5,170	4,069	3,277	2,900	2,484
Operating Revenues	52,325	51,381	47,492	45,856	123,695	117,369	83,282	59,379	51,673	39,468	33,775	27,938	36,296	23,414
Dividends Paid
Controlling Company	1,904	1,859	1,635	1,407	1,636	1,407	1,597	1,340	1,302.0	891.8	696.8	613.2	414.6	394.7
Net Income of the Controlling Company per  share	0.94	1.10	1.01	1.03	1.01	1.03	0.70	1.13	1.41	0.72	0.61	0.49	0.49	0.41
Book Value of the Controlling Company per share	6.19	6.66	5.98	5.21			4.27	4.45	4.04	3.07	2.75	2.38	2.03	1.79
Return on Equity (ROE) (%)
Controlling Company	15.2	17.5	17.5	26.0	23.0	21.5	16.5	27.7	40.07	24.41	23.81	20.45	24.1	23.4
Conglomerate	15.4	17.6	17.9	21.2	23.4	22.1	14.4	28.8	30.15	28.43	25.54	22.20	24.5	25.6