UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
Amendment No. 2
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2009
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-152276
o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
ITAÚ UNIBANCO HOLDING S.A. (*)
(Exact name of Registrant as specified in its charter)
(*) Former corporate name Banco Itaú Holding Financeira S.A.
N/A
(Translation of Registrant’s name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation)
Praça Alfredo Egydio de Souza Aranha, 100
04344-902 São Paulo, SP, Brazil
Alfredo Egydio Setubal (Investor Relations Officer)
e-mail: aes-drinvest@itau-unibanco.com.br
Telephone number: +55-11-5019-1549
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each share: | | Name of each exchange on which registered: |
| Preferred Share, without par value | | New York Stock Exchange* |
| American Depositary Shares (as evidenced by | | New York Stock Exchange |
| American Depositary Receipts), each | | |
| representing 1(one) Share of Preferred Stock | | |
*Not for trading purposes, but only in connection with the listing of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None.
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:
None.
The number of outstanding shares of each class of stock of ITAÚ UNIBANCO HOLDING S.A., as of December 31, 2009 was:
2,289,284,273 Common Shares, no par value per share
2,238,061,437 Preferred Shares, no par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No o
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer o Non-accelerated filer o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x | International Financial Reporting Standards as issued by the International Accounting Standards Board o | Other o |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o Item 18 x
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
EXPLANATORY NOTE
Itaú Unibanco Holding S.A. is amending its annual report on Form 20-F for the year ended December 31, 2009 (the “Annual Report”) as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 10, 2010, and as amended on May 17, 2010, to furnish Exhibit 101 to the Annual Report, as required by Rule 405 of Regulation S-T.
No other changes have been made to the Annual Report. The Annual Report speaks as its original filing date, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Annual Report.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 19 EXHIBITS
| Exhibit | | | |
| | | | |
| Number | | Description | |
| | | | |
| 1.1 | | Bylaws of Itaú Unibanco Holding S.A. (unofficial English translation) | (3) |
| 2.(a) | | Form of Amended and Restated Deposit Agreement among the Registrant, The Bank of New York, as depositary, and the Holders from time to time of American Depositary Shares issued thereunder, including the form of American Depositary Receipts | (1) |
| 4.(a)1 | | Share Purchase and Sale Agreement of BBA | (2) |
| 4.(a)2 | | Shareholders’ Agreement dated as of January 27, 2009, between Itaúsa — Investimentos Itaú S.A. and the Moreira Salles family (unofficial English translation). | (3) |
| 6 | | See note 20 to our consolidated financial statements explaining how earnings per share information was calculated under U.S. GAAP. See “Item 3A. Selected Financial Data – Earnings and Dividend per Share Information” for information explaining how earnings per share information was calculated under Brazilian Corporate Law. | |
| 8.1 | | List of subsidiaries | (3) |
| 11.1 | | Code of Ethics (unofficial English translation) | (3) |
| 11.2 | | Corporate Governance Policy (unofficial English translation) | (3) |
| 12.1 | | Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | (3) |
| 12.2 | | Chief Risk Officer and Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | (3) |
| 13 | | Chief Executive Officer, Chief Risk Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as Enacted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | (3) |
| | | | |
| 101.INS | | XBRL Instance Document | * |
| 101.SCH | | XBRL Taxonomy Extension Schema | * |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase | * |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase | * |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase | * |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase | * |
| (1) | Incorporated herein by reference to our registration statement on Form 20-F filed with the Commission on February 20, 2002. |
| (2) | Incorporated herein by reference to our annual report on Form 20-F filed with the Commission on June 30, 2003. |
| (3) | Incorporated herein by reference to our annual report on Form 20-F filed with the Commission on May 17, 2010. |
| * | Furnished herewith. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act, as amended, the registrant certifies that it meets all of the requirements for filing this annual report on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ITAÚ UNIBANCO HOLDING S.A. |
| | |
| By: | Roberto Egydio Setubal |
| Name: | Roberto Egydio Setubal |
| Title: | Chief Executive Officer |
| | |
| By: | Sérgio Ribeiro da Costa Werlang |
| Name: | Sérgio Ribeiro da Costa Werlang |
| Title: | Chief Financial Officer |
Dated: June 9, 2010
