Management Report


January to December 2010



To our Stockholders,


We present the Management Report and the financial statements of ITAÚSA - Investimentos Itaú S.A. (ITAÚSA) and its subsidiaries for 2010, in accordance with the regulations established by the Brazilian Corporate Law and the Brazilian Securities and Exchange Commission (CVM). These financial statements have been approved by the Fiscal Council.

The financial statements made available on this date to CVM and BM&FBovespa contemplate the International Financial Reporting Standards (IFRS), in compliance with the CVM Instructions Nos. 457/07 and 485/10.

As the adjustments arising from the adoption of the IFRS significantly impacted the financial statements of the company, as well as those of its subsidiaries Itaú Unibanco, Duratex, Itautec and Elekeiroz, and aiming at making a transition in a transparent way and according to the best practices, we will present the financial highlights before and after the adjustments, when applicable, for better comparability.

Highlights


ITAÚSA

ITAÚSA achieved the high rank of business group with higher revenue among the 200 largest companies in the country according to the survey conducted by the 2010 edition of the Melhores & Maiores (the best and largest companies) issue of Exame Magazine, rose 32 positions in the ranking of the 500 largest companies in the world published by Fortune magazine, occupying the 117th place. The holding company was also selected to make up the portfolio of Dow Jones Sustainability World Index for the seventh time.

The Corporate Sustainability Index of BM&FBovespa (ISE) selected ITAÚSA to make up its portfolio for the fourth consecutive year.

In May 2010, Bank of America Corporation (BAC) sold its interest in the capital of Itaú Unibanco. The preferred shares were traded abroad for qualified buyers, in a private offering of American Depositary Shares (ADS), whereas common shares were purchased by ITAÚSA, which increased its direct and indirect interest in the capital of Itaú Unibanco from 35.46% to 36.57%.

Itaú Unibanco

The integration of Unibanco branches into the Itaú platform was completed in October 2010, less than two years after the announcement of the merger of the two institutions. With the renovation and integration of more than 1,200 points of services of Unibanco, the institution now counts on almost 5 thousand points throughout the country, all of which with the Itaú brand. As part of the strategy on differentiated service to individual clients, Itaú Uniclass was created in addition to Personnalité for top clients of Retail served by the branch network. In June, a new concept of customer relationship was introduced, increasing the focus of branches on advisory and sales of products, besides financial transactions.

With the objective of expanding its base of capital and, consequently, being able to increase the grant of loans, in 2010 Itaú Unibanco raised funds in the domestic and international markets. In the domestic market, R$3.3 billion in Subordinated CDBs were issued, while in the international market US$ 2.0 billion was raised in Notes.

In accordance with the company Bloomberg, in 2010 Itaú Unibanco ranked among the ten largest banks in the world, having market value as a parameter.

Duratex

In 2011, Duratex completed 60 years since its incorporation as leader in the segments of manufactured wood panels, and bathroom metal and porcelain fixtures and fittings in Brazil and in the Southern Hemisphere. The average age of assets is low, and the employed technology is modern. The scale of production plus the geographical location of its plants, near the most important consumer markets, and the high level of integration of its operations ensure it an important competitive differential.

Noteworthy in 2010 was the consolidation of the merger between Duratex and Satipel, occurred in August 2009. In November 2010, a binding proposal for the acquisition of total shares of a competitor in the bathroom ceramics segment, located in João Pessoa, State of Paraíba, was announced. In February 2011, thus subsequently to the end of 2010, such acquisition was completed, which will enable the increase of Duratex operations in the Brazilian Northeastern market.

During 2010, Duratex made important investments to increase its competitiveness. We highlight the completion of the assembly and start-up of operations, in April, of a resin plant in Agudos, state of São Paulo, focused on the supply of panel units located in the state of São Paulo. The company acquired 8,671 hectares of land with planted forests located in the state of São Paulo at an auction; therefore the land area totals 224 thousand hectares, of which 52% are owned and 48% are leased. This acquisition is strategic to meet the future demand for wood in a region of future expansions. The sites of the Deca Division at Cabo de Santo Agostinho (state of Pernambuco), Queimados (state of Rio de Janeiro) and Jundiaí (state of São Paulo) are included in an investment plan that shall total R$400 million from 2010 and 2012.

In terms of social and environmental responsibility, Duratex was the first Latin American company to have its forest areas certified with the Green Seal. It is signatory of the United Nations' Global Pact and carries out actions on issues concerning human and labor rights, environmental protection and the combat against corruption. It is a founder member of the Green Building Council Brazil, an organization dedicated to encourage sustainable building. It takes inventory of carbon emissions and contributes to the development of the Efficient Carbon Index of BM&FBovespa. The permanent preservation areas in its farms are the scenery of academic studies that attest the balance between its forest exploitation and the local flora and fauna.

Itautec

The year 2010 of Itautec was marked by an operational, strategic and management restructuring process that resulted in a company that is financially stronger and much better prepared to compete and win in each market segment in which it operates. During the period, Itautec achieved results that confirm the company's tendency towards becoming stronger, and especially noteworthy is the working capital management, which led to an operating cash generation of R$311.6 million, a cash balance of R$264.9 million and negative net debt of R$55.6 million for the company. Consolidated net revenue from sales and services for 2010 reached R$1,571.4 million, 18.7% higher than in 2009, due to the performance of the Automation Solutions area, which accounted for a 60.5% increase in net revenue from sales as compared to the prior year. In the period, 16.3 thousand ATMs and self-service terminals were shipped, a volume 101.8% higher than in 2009.

In July, Itautec completed the sale of shares of subsidiaries Tallard Technologies to Avnet Inc., upon receipt of R$45 million for the shares, plus R$24 million related to credits from loans. The transaction strengthens Itautec's strategy for focusing its activities on the Automation Solutions, Computing Solutions and IT Services areas.

Elekeiroz

Elekeiroz launched in November a complete line of sustainable vegetal-based resins for production of parts in composites. Under the trade name BIOPOLI, the new line uses raw materials from renewable sources and reused thermoplastic resins, being thus able to save up to 20% of nonrenewable resources, such as oil, used in traditional polyester resins. With 100% national technology and the patent application already filed, it is a result of investments made by the company in research and development over the latest years. The launch of this technology into the market will enable the development of several sustainable products in the automotive, civil construction, electrical and electronics, and nautical sectors, among others.

In September 2010, a system for collecting and recovering carbon dioxide (CO2) started to operate in the Camaçari site (state of Bahia), substantially reducing the emissions of this gas into the atmosphere. The recovered carbon dioxide is being sold to a company that produces industrial gases, which receive them through a pipeline.


Economic Environment


In 2010, the figures of the international economic activity surprised positively, although in a differentiated manner. Europe is still facing recession, whereas emerging countries show overheated economies. International inflation rose again, pushed by the increase in the prices of commodities. This international growth recovery scenario, with export prices going up, import prices going down and the consequent appreciation of real, explains a considerable part of the growth factors in Brazil in 2010. The domestic demand has been exceeding GPD since 2009 and inflation continues rising. The demand was 2.8% higher than GDP in 2010, and this difference was made up with the foreign trade deficit and reduction of stocks in the economy.

The increase in the domestic demand was stimulated by the growth of government spending and by the higher availability of credit offered by the government banks. The industrial production, however, did not follow the rate of the domestic demand in the second half. In the civil construction industry, growth in 2010 reached 11.6%, recovering from the 6.3% drop in 2009. This industry posted a 10.5% expansion in 2010, but this growth was concentrated in the first half, when it grew 5.7% as compared to the second half of 2009, adjusted for seasonality. However, in the second half, there was a slight decline of -0.1% when compared to the first half. The wood manufacturing sector reached a 16% growth, whereas the chemicals sector posted a 10% decline, similarly to the IT equipment (13.1%) and furniture (10.7%) sectors.

Accordingly, inflation in 2010 rose to 5.9%, the highest in six years. The National Monetary Council adopted measures aimed at restricting the credit growth: increase of the additional compulsory deposits and increase of capital requirement. In December, the compulsory deposits of the banking system in the Central Bank increased by R$81.8 billion, in relation to November. Such measures have moderated the growth of loans. Actual data and seasonally-adjusted December data showed a drop in the daily average of new loan granting of 10.8 to individuals and 5.9% to companies as compared to November. However, total credit granted by the banking system became more important over the year, going up from 44.4% of GDP to 46.6%.

In the insurance market, an 11.7% increase in revenue until November was noted, in actual terms, as compared to the same period of 2009. This growth was caused mainly by the substantial increase in property and personal insurance. In the private pension market, contribution increase exceeded by 6.9% the amounts reached in the same period of 2009, of which we highlight the expansion of 10% in PGBL funds, in actual terms. Finally, in the cards market, revenue per card posted a significant increase of 15.1% in actual terms in 2010, in addition to an 11% increase in the number of cards.

Business Performance


Main Indicators of Results of ITAÚSA – before Ifrs Adjustments

Parent company Non-controlling interests Group
12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009
Net Income 4,953 3,930 9,714 7,812 14,667 11,742
Stockholders' Equity 23,743 19,785 44,424 38,170 68,167 57,956
Annualized Return on Average Equity (%) 23.0% 21.5% 23.7% 22.3% 23.4% 22.1%



Main Indicators of the ITAÚSA Conglomerate Companies – before Ifrs Adjustments


  January to
December
Financial
Services Area
Industrial Area Consolidated/
Group (1)
Itaú Unibanco Holding S.A. Duratex S.A. (5) Itautec  S.A. Elekeiroz S.A.
Total Assets 2010  755,112  5,006  1,079  640  764,211
2009  608,273  4,354  1,298  604  615,962
Operating Revenues (2) 2010  120,510  2,728  1,795  851  123,695
2009  111,994  2,013  1,872  571  117,369
Net Income 2010  13,323  442  12  45  14,667
2009  10,067  182  54  4  11,742
Stockholders' Equity 2010  60,879  2,623  520  476  68,167
2009  50,683  2,331  496  443  57,956
Annualized Return on Average Equity (%) (3) 2010 24.1% 17.7% 2.5% 9.9% 23.4%
2009 21.4% 9.2% 11.4% 0.9% 22.1%
Internal Fund Generation (4) 2010  37,201  839  76  86  35,943
2009  37,887  301  35  (14)  36,013
(1)Consolidated/Conglomerate data is net of consolidation elimination and unrealized results of intercompany transactions;
(2)Operating revenue by area of operations was obtained as follows:
•Itaú Unibanco : interest and similar income, net gains (loss) on financial assets and liabilities, dividends income, income from financial
services, income from premiums of insurance and private pension operations, and other operating income.
•Duratex S.A., Itautec S.A. and Elekeiroz S.A.: Sales of products and services, and income from financial services.
(3)Represents the ratio of net income for the period to the average equity ((Dec + Mar + Jun + Sep + Dec)/5).
(4) Refers to funds arising from operations, according to the Statement of Cash Flows.
(5) In 2009, it includes the results of Satipel (proforma) for comparative effects.



Main Indicators of Results of ITAÚSA CONSOLIDATED – in IFRS

  Parent Company Non-controlling Interests Group
12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009
Net Income 4,417 4,362 595 386 5,013 4,748
Stockholders' Equity 26,302 23,190 2,876 2,650 29,178 25,840
Annualized Return on Average Equity (%) 18.0% 20.6% 23.4% 20.7% 19.5% 21.2%



Main Financial Indicators – under IFRS

  Dec/10 Dec/09 Change %
Results per thousand shares – in R$
Net Income of Parent Company 4.417 4.362 1,3
Book Value of Parent Company 6,01 5,21 15,3
Interest on Capital and Dividends 0,33 0,28 15,1
Price of Preferred Share (Pn) (1) 13,14 11,83 11,1
Market Capitalization (2) – in Millions of Reais – R$ 57.478 51.411 11,8
(1)Calculated based on the average quotation of preferred shares on the last day of the period.
(2) Calculated based on the average quotation of preferred shares on the last day of the period (quotation of average PN multiplied by thenumber of outstanding shares at the end of the period).



Main Indicators of the ITAÚSA Group Companies – under IFRS

  January to
December
Financial
Services
Area
Industrial Area Consolidated/ Group (2) (3)
Itaú Unibanco Holding S.A. Duratex S.A. (1) Itautec S.A. Elekeiroz S.A.
Total Assets 2010 727,481 6,171 1,081 632 275,635
2009 578,604 5,467 1,314 597 213,504
Operating Revenues (4) 2010 119,473 2,742 1,571 851 47,942
2009 119,326 1,930 1,324 571 45,856
Net income 2010 11,708 467 12 45 5,013
2009 11,838 181 51 2 4,749
Stockholders' Equity 2010 66,265 3,453 514 466 29,178
2009 57,516 3,142 502 433 25,840
Annualized Return on Average equity (%) (%) (5) 2010 19.2% 14.1% 2.2% 10.1% 19.5%
2009 23.4% 7.5% 10.7% 0.5% 21.2%
Internal Fund Generation (6) 2010 36,996 839 76 86 15,374
2009 37,887 360 33 (14) 16,436
(1 )In 2009, it includes the results of Satipel (proforma) for comparative effects.
(2) ITAÚSA Group includes: the consolidation of 100% of controlled companies; and the consolidation proportional to the interest held, of jointlycontrolled companies.
(3)Consolidated/Group data is net of consolidation elimination and unrealized results of intercompany transactions. The amounts of Itaú Unibanco were consolidated proportionally to the interest held by ITAÚSA of 36.57% (35.46% in 2009).
(4) As Receitas Operacionais por área de atuação foram obtidas conforme segue:
• Itaú Unibanco : interest and similar income, net gains (loss) on financial assets and liabilities, dividends income, income from financial services, income from premiums of insurance and private pension operations, and other operating income;
• Duratex S.A., Itautec S.A. and Elekeiroz S.A.: Sales of products and services, and income from financial services.
(5)Represents the ratio of net income for the period to the average equity ((Dec + Mar + Jun + Sep + Dec)/5).
(6) Refers to funds arising from operations, according to the Statement of Cash Flows.



Main Changes Arising from the Adoption of IFRS


The main changes from the adoption of IFRS are shown in the tables below, and all descriptions of adjustments made are described in Note 2b, to the financial statements:

A – Loan operations

CPC 38 determines that the entity should assess, on each base date, if there is objective evidence that loan operation or group of loan operations is impaired.

B – Recognition of total deferred tax assets

CPC 32 determines that deferred tax assets should be measured using substantively enacted tax rates, and recognized when the generation of future taxable income is probable, allowing the realization of the asset.

C – Pension and health care plans

In accordance with CPC 33: for plans in which the actuarial calculations resulted in a positive net position, an asset was recognized; for those in which the actuarial calculations resulted in a negative net position, a liability was recognized.

D – Business combinations

CPC 15 requires that the acquirer for accounting purposes be identified in a business combination. Adjustments arising from the merger transaction between Duratex and Satipel; and the alliance between Itaú Unibanco and Porto Seguro.

E – Negative goodwill, net

Also in accordance with CPC 15, if the acquisition cost is lower than the fair value of net assets of the acquiree, the difference is directly recognized in the statement of income.

F – Biological assets

This adjustment refers to the recognition of the fair value of forest reserves of Duratex, as required by CPC 29.

G – Additional dividends

This adjustment refers to the fact that the dividend proposed above the mandatory minimum dividend is only recognized as a liability when approved by the stockholders at an Annual Stockholders' Meeting; CPC – "Provisions, Contingent Liabilities and Contingent Assets".


I) Reconciliation of stockholders' equity


  References 12/31/2010 12/31/2009 01/01/2009
Stockholders' equity before IFRS adjustments   23,743 19,785 16,592
Stockholders' equity of non-controlling interests
  2,340 2,126 1,410
Adjustments that affect stockholders' equity between BR GAAP and IFRS   3,095 3,929 2,897
Loan operations
A 679 1,159 964
Recognition of total Deferred tax Assets
B 595 827 947
Pension and health care Plans
C 44 573 441
Business Combinations
D 717 1,029 481
Negative Goodwill, net
E 483 483 482
Biological Assets
F 219 203 284
Additional dividends
G 445 380
Income tax and social contribution
  (532) (1,003) (916)
Other
  445 278 214
Stockholders' equity under IFRS   29,178 25,840 20,899
Stockholders' equity attributable to non-controlling interests   2,876 2,650 1,539
Stockholders' equity attributable to controlling interests   26,302 23,190 19,360
The full description of adjustments made is included in Note 2b.

II) Reconciliation of consolidated net income:

 

References

2010

2009

Net income before IFRS adjustments   4,953 3,930
Net income of non-controlling interests   586 387
Adjustments that affect net income between BR GAAP and IFRS  
(526)
431
Loan operations

A (513) 196
Recognition of total deferred tax assets

B (239) (83)
Pension and health care plans

C 76 169
Business combinations

D (303) 148
Biological assets

F 34 (4)
Income tax and social contribution

  330 (153)
Other

  89 157
Net income under IFRS   5,013 4,748
Net income attributable to noncontrolling interests   595 386
Net income attributable to controlling interests   4,417 4,362
The full description of adjustments made is included in Note 2b.

Proportionate Consolidation ITAÚ UNIBANCO HOLDING

CPC 19, paragraphs 30 and 40, determines that jointly-controlled investments shall be recognized using the proportionate consolidation method. Accordingly, the financial statements of Itaú Unibanco were proportionally consolidated in the financial statements of ITAÚSA. We show below the main impacts on the Consolidated Balance Sheet:

I) Consolidated balance sheet at December 31, 2009:

(In millions of Reals)
  Before Ifrs
Adjustments
Consolidation
Adjustments
Ifrs
Adjustments
IFRS
Total Assets 615,961 (398,487) (3,970) 213,504
Liabilities and Stockholders' Equity
Total Liabilities 558,005 (362,434) (7,906) 187,665
Total Equity of Owners of the Parent Company 19,786 (401) 3,805 23,190
Controllers
Non-controlling Interests 38,170 (35,652) 131 2,649
Stockholders' Equity 57,956 (36,053) 3,936 25,839
Total Liabilities and Stockholders' Equity 615,961 (398,487) (3,970) 213,504
The detailed impact on Financial Statements is included in Note 36.


II) Reconciliation of balance sheet at December 31, 2010 (Note 36):

(In millions of Reals)
  Before Ifrs
Adjustments
Consolidation
Adjustments
IFRS
Adjustments
IFRS
Total Assets 764,211 (483,988) (4,587) 275,635
 
Liabilities and Stockholders' Equity
Total Liabilities 696,044 (441,074) (8,514) 246,456
Total Equity of Owners of the Parent Company 23,743 (1,799) 4,358 26,302
Controllers        
Non-controlling Interests 44,424 (41,116) (431) 2,877
Stockholders' Equity 68,167 (42,915) 3,927 29,179
Total Liabilities and Stockholders' Equity 764,211 (483,989) (4,587) 275,635
The detailed impact on Financial Statements is included in Note 36.


Financial Services Area


Itaú Unibanco

The amounts commented on below, whenever extracted from the financial statements, were determined in accordance with the IFRS (International Financial Reporting Standards) and are not proportionately presented to reflect the stockholding interest of 36.57% held by ITAÚSA.

Net income of Itaú Unibanco for 2010 reached R$11.7 billion, with an annualized return of 19.2% on average equity (23.4% in the same period of 2009). Itaú Unibanco paid or provided for its own taxes and contributions in the amount of R$11.8 billion for this same period in 2010. The Bank also withheld and passed on taxes in the amount of R$8.6 billion, which were directly levied on financial operations.

Consolidated assets totaled R$727.5 billion at December 31, 2010 and consolidated stockholders' equity totaled R$66.3 billion in the same period Loan operations, including endorsements and sureties, totaled R$333.9 billion at December 31, 2010, an increase of 20.3% as compared to December 31, 2009. Itaú Unibanco rates its clients and economic groups into strong, satisfactory, higher risk and impairment risk levels, and verifies the probability of loss associated with each of these levels. At December 31, 2010, the relationship between the receivables rated as strong and the total loan portfolio without endorsements and sureties reached 68.0%, while the relationship between the receivable with impairment and the total loan portfolio reached 4.7%, which shows the quality of our loan portfolio.

ITAÚ UNIBANCO HOLDING has different sources of funding, of which a significant portion is from the retail segment. Total funding from clients reached R$364.1 billion at December 31, 2010.

Basel ratio stood at 15.4% at the end of December 2010, based on economic-financial consolidated.

Itaú Unibanco's preferred shares rose 2.2% in 2010. The market value at Stock Exchanges of Itaú Unibanco, calculated considering the average quotation of preferred shares outstanding at the last trading session of the period, reached R$179.6 billion at the end of December. According to the company Bloomberg, Itaú Unibanco ranked tenth among banks in the world at December 31, 2010, having market value as parameter.

Itaú Unibanco, the leader in the consumer credit segment in Brazil, by means of Itaucard, Hipercard, and partnerships, offers a wide range of products to 40.8 million accountholders and non-accountholder clients, originated in proprietary channels and through partnerships with companies that have outstanding performance in the markets they are engaged. From January through December, the transacted amount reached R$129.6 billion, a 26.1% increase in relation to the previous year.

The technical reserves for insurance, private pension and capitalization plans totaled R$59.5 billion at December 31, 2010, an increase of 18.4% in relation to the previous year. In 2010, ANS – Brazilian Health Agency, the health market regulator, approved the transfer of 100% of capital from Unibanco Saúde Seguradora S.A. to Tempo Participações S.A. on October 6, 2010 SUSEP approved the contract related to the acquisition by Itaú Unibanco of a minority interest in the subsidiary company Itaú XL Seguros Corporativos S.A. Itaú Seguros will keep the structure dedicated to serve the segment of large industrial and commercial clients.

In 2010, Itaú BBA consolidated the internal segmentation started in 2009 in the commercial area, which now focus its efforts on two segments: Corporate and Large Corporate. In mandatory loans, Itaú BBA broadened the relationship with its clients, with the increase of the portfolio comprising lines subsidized by the BNDES of R$4.5 billion for 2010. In the BNDES funding ranking of BNDES-Exim (Program for the Support and Finance Exports) product, Itaú BBA exercised the leadership, with a volume of R$3.6 billion and 23% market share in 2010. It is also worth noting the performance of cash management operations, which posted a growth in volume of 30% in 2010.

During 2010, mainly in the fourth quarter of the year, Itaú BBA increased the focus on international client service, increasing the teams and structures located in Europe, the United States, Argentina and Chile, in addition to the opening of a representative office in Peru in January 2011.

In the investment banking area, Itaú BBA took part in operations of debentures and promissory notes that totaled R$18.9 billion, and of securitization that totaled R$4.7 billion in 2010 (ANBIMA ranking for distribution of fixed income: first position in December 2010). Noteworthy was the offering of Brazilian sovereign bonds carried out by Itaú BBA, which became the first Brazilian bank to lead the funding for the National Treasury. In capital markets, Itaú BBA coordinated thirteen public offerings that totaled R$132.3 billion, consolidating its leadership Complete Financial Statements ITAÚSA – Investimentos Itaú S.A. 9 among the market leaders in 2010. In that period, Itaú BBA provided financial advisory services to 35 merger and acquisition operations (2010 Thomson ranking in number of transactions: 2nd position).

During 2010, Itaú Corretora intermediated at Bovespa a volume of R$204.2 billion with individual, corporate and foreign customers. This volume accounted for an addition of 28% as compared to the same period of 2009. In this period, Itaú Corretora was ranked second among the brokerage companies.

The Treasury acted to carry out the funding through subordinate notes in the international capital markets in 2010, in two issues of US$1 billion, maturing in 2020 and 2021, and coupons of 6.20% p.a. and 5.75% p.a., respectively. These funding transactions were important to keep the current comfortable Basel ratios in face of the strong growth of loans and financing operations. In addition to the subordinated notes, a senior debt in the amount of R$500 million, maturing in 2015, and coupon of 10.50% p.a. was also issued.


Industrial Area


Duratex

The financial statements made available to CVM and BM&FBovespa contemplate the International Financial Reporting Standards (IFRS) in compliance with the CVM Instructions Nos. 457/07 and 485/10. Under this new standard, total assets and stockholders' equity were mainly impacted by the following: (i) Business Combination as a result of the merger between Duratex and Satipel formalized on August 31, 2009; (ii) Biological Asset, by virtue of the recognition of forest reserves at fair value, net of estimated cost to sell at the harvest time, and (iii) Employee Benefits, arising from the recognition of credits existing in the pension plan fund of Fundação ITAÚSA Industrial. In 2010, the effect of these items particularly increased the total assets of Duratex by R$1,159 million and the stockholders' equity by R$829.0 million.

Net revenue totaled R$2,741 million for the year, a result 42.1% higher than that in 2009, under the IFRS basis that considers only Satipel's revenue from September to December of that year. on the pro forma basis, revenue expansion was 22.1%. The improved price base, a shipment mix that is more varied and the increase in shipped volumes of 15.8% as compared to the pro forma basis in 2009 in the panel segment, and 9.3% in Deca segment, brought important gains in the operating margin.

Thus, gross margin under IFRS methodology increased to 38.9% from 34.6% in 2009, disregarding the noncash effect of biological assets. The EBITDA for the year totaled R$893.0 million, with a margin of 32.6%. This result was benefited by extraordinary events, in the amount of (+) R$42.4 million, related to the recovery of allowance for loan losses, the semi-annual payment of PIS and the sale of assets. Disregarding such effect, recurring income would amount to R$850.5 million, 71.9% above the income for 2009, and equivalent to a margin of 31.0%. The recurring EBITDA margin at Deca and Wood Divisions totaled 29.7% and 31.7%, representing a significant operating improvement when compared to the performance in 2009, where these margins totaled 24.3% and 26.5%, respectively.

The net income, after IFRS adjustments, totaled R$467.2 million in 2010, equivalent to a return on average equity of 13.9%. The recovery of price base, the growth in shipped volumes, and the improvement in the mix contributed to a higher return on equity as compared to 2009.

The added value in 2010 after IFRS adjustments totaled R$R$1,571 million, an amount 53.5% higher than in the prior year. of this amount, R$523,0 million, equivalent to 14,4% of total income and 33,3% of total added value, were paid to the federal, state and municipal governments as taxes and contributions.

Itautec

The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS).

Consolidated net revenue from sales and services for 2010 reached R$1.6 billion, 18.7% higher than in 2009, due to the excellent performance of the Automation Solutions area, which accounted for a 60.5% increase in net revenue from sales as compared to the prior year, since ATM shipments posted a growth in recent years. In 2010, operating expenses totaled R$206.7 million, 13.6% higher than the expenses in prior year.

Selling and marketing expenses reached R$113.6 million, 24.6% higher than in 2009. This growth is the result of greater investments in marketing, required to support the company's new strategic positioning, which forecasts a growth in the sale of IT equipment to the retail segment, and the process for restructuring the commercial area, which included the strengthening of the staff by hiring executives for business units.

General and administrative expenses for 2010 accounted for 4.0% of net revenue, reaching R$63.6 million, remaining at the same levels of prior year, despite the higher investments in innovation technology and expenses associated with the strengthening of the administrative structure.

Expenses on research and development of equipment and software reached R$73.1 million, 33.1% higher than in 2009. Investments were allocated mainly to the development of banking automation and commercial products, required to meet major projects of financial institutions and retail chains, and to the development of software, such as the SIAC Store.

Consolidated operating income for the year was R$13.5 million and EBITDA was R$34.2 million, 41.2% lower than in 2009. Consolidated net income was 11.5 million year-to-date, corresponding to a return on average equity of 2.2%.

The operational cash generation for 2010 reached R$311.6 million, a result of the improvement of the asset management process implemented in that year, which resulted in better management of the cash operating cycle, and of the sale of subsidiaries Tallard Techologies. At the year end, Itautec posted a balance of cash and deposits on demand of R$264.9 million, R$55.6 million higher than its gross debt with financial institutions.

Elekeiroz

Elekeiroz adopted the international accounting standards (IFRS – International Financial Reporting Standards) for its 2010 financial statements, and also for 2009, on a retroactive basis, to enable better comparison between these fiscal years.

Total gross revenue for 2010 reached R$1.049 million, 47% higher than in 2009, and net revenue was R$850.5 million, a 49% increase as compared to the prior year.

Exports to 35 countries reached R$162.4 million, with an 86% growth in comparison with 2009. The Asian continent, and particularly China, accounted for 44% of this total, whereas South America posted 30%, North America, 18% and the remaining 8% were distributed among Europe, certain African and Middle East countries. The access to new markets, such as the Arab Emirates, Australia, Morocco, and Tunisia should be emphasized. With this increase, the ratio of exports to net revenue increased from 15% in 2009 to 19% in 2010.

The following results were achieved in 2010: net income of R$45.2 million, EBITDA of R$87.7 million, EBITDA margin of 10.3%, and the annualized return on average equity of 10.1% per year.

There was also an improvement in the debt profile with financial institutions, which was reduced to R$44.2 million, equivalent to only 50% of EBITDA and 9% of stockholders' equity. Cash and deposits on demand totaled R$88.3 million, exceeding twice the debt.

People Management

ITAÚSA and its subsidiaries had approximately125 thousand employees at the end of December 2010. In the period, R$243 million were invested in education, training and development programs. Fixed compensation of personnel, plus charges and benefits, totaled R$14.2 billion. Welfare benefits granted to employees and their dependants totaled R$1.8 billion.

Sustainability and Corporate Responsibility


Companies' Actions for the Benefit of Society

Itaú Unibanco

Itaú Unibanco has been part in the Dow Jones Sustainability Index (DJSI), the main corporate sustainability index in the world, for 11 consecutive years, since its creation. For the sixth consecutive time, the Bank is included in the list of the 20 model companies in Sustainability, published by the Guia Exame de Complete Financial Statements ITAÚSA – Investimentos Itaú S.A. 11 Sustentabilidade. It was also selected to make up the portfolio of the Corporate Sustainability Index of BM&FBovespa (ISE) in its 2011 edition.

An unprecedented agreement for reduction of claims with Fundação Procon-SP, a consumer protection office in São Paulo, was signed by Itaú Unibanco and five other companies. Effective for 12 months as from June 2010, its goals include the reduction of at least 20% of Preliminary Information Letters, 6% of Grounded Claims Serviced and 40.8% of Grounded Claims Not Serviced.

Employees sent over one thousand suggestions, in approximately 40 days, for the 2010 edition of the Banco de Ideias Sustentáveis (BIS) (sustainable ideas bank). The proposals related to the eight themes of the Essence of Sustainability: financial education, microfinance, customer satisfaction, stakeholders' commitment, climate changes, diversity, social and environmental criteria, and transparency and governance.

Duratex

Duratex invested R$17.6 million in actions focused on the environment, particularly the treatment of effluents, collection of residues, and maintenance of forest lands. Along the year, the company achieved several recognitions for its socially and environmentally responsible operation; noteworthy is the inclusion of its actions in the Corporate Sustainability Index (ISE) of BM&FBovespa.

Itautec

In compliance with the National Solid Residues Policy, Itautec developed the first regional recycling center in the city of Curitiba, state of Paraná, with the purpose of recycling a great part of materials locally, thus taking to the Recycling Center in the city of Jundiaí, state of São Paulo, only the residues of electronic boards, therefore reducing logistic costs. In the following 18 months, eight similar regional centers will be implemented, preferably where there are laboratories. Additionally, the "Guia do Usuário Consciente de Produtos Eletrônicos" (a conscious user's guide of electronic products), a pioneering initiative carried out by Itautec, was launched, in order to help consumers to make informed decisions on the purchase and use of electronic products.

Elekeiroz

The company was ranked 1st in the 5th Fiesp (Federation of Industries of the state of São Paulo) Award for Water Conservation and Reuse, as a result of the implementation of three projects for this purpose.

Social and Cultural Investments


Itaú Unibanco

Itaú Unibanco's social and cultural investments reached approximately R$241 million in 2010, and noteworthy were the investments in education and culture that reached the amount of R$126 million.

In 2010, by means of the Audiovisual and Rouanet federal culture incentive laws, the organization supported 48 projects in 8 Brazilian states in the amount of R$21 million.

In 2010, the Olimpíada de Língua Portuguesa Escrevendo o Futuro (Portuguese Language Olympiad – writing the future) reached 99% of the municipalities in the country and involved over seven million students. The "Programa Itaú Criança" (Itaú child program) gave away 16 million child books with the "Ler Faz Crescer" (reading makes a person grow up) campaign.

In 2010 the "Jovem de Futuro" (youth with a future) and "Entre Jovens" (among youth) programs, developed by Instituto Unibanco in partnership with the State Education Departments, benefited schools in the cities of São Paulo, Porto Alegre, Vale do Paraíba, Belo Horizonte, Brasília, Vitória, Rio de Janeiro, Juiz de Fora and Campinas.

In 2010 Itaú Cultural was visited by 283,574 people in its headquarters. The "Artes Visuais, Arte e Tecnologia, Teatro e Literatura" (visual arts, arts and technology, theater and literature) encyclopedias recorded a total of 6,615,117 hits. 456 events – of which 371 national and 85 international – were developed and 24 products were launched, of which 25,673 units were distributed. In this same period, Itaú Cultural signed a contract with 87 new TVs, with the distribution of 1,855 programs to 96 TV partners. In overall, 449 radio stations broadcasted the Rumos Música (directions music) series programs.

The "Coleção Brasiliana Itaú" (Itaú Brasiliana collection) transient exhibit, which has approximately 300 items related to the history of Brazil, including paintings, watercolor paints, drawings, prints, maps and books, was held in the cities of São Paulo, Paraty, Belo Horizonte and Rio de Janeiro.

Duratex

During the year, Duratex made investments of social, sports incentive and environmental nature in the amount of R$799.8 thousand. Outstanding were the "Musical Vozes pela Infância" (voices for childhood musical) Project, which income was donated to WCF Brasil under the scope of the "Na Mão Certa" (in the right way) Program; the "Teatro Itinerante Um Mundo Sustentável" (a sustainable world transient theater group), which seeks to make children and youth aware of sustainability issues; and the "Atleta do Futuro" (athletes of the future) Project, in partnership with the São Paulo municipality authorities of Agudos, Botucatu, Itapetininga, and Jundiaí. Several projects with social and environmental focus, incentives to culture and sports, are scheduled for 2011. In total, R$2.5 million will be invested in these projects.


Itautec


Strengthening the sustainability actions with social focus, Itautec entered into a partnership with Instituto Ayrton Senna, an entity that shares the same principles of the company and believes in education as a path for human development, social inclusion and sustainable development of the country.

In the year, 636 students from schools, universities and non-governmental organizations took part in the "Programa de Visita à Fábrica da Itautec" (visitation to Itauted factory program), which purpose is to introduce the company's production process and environmental management area, so that these students may consolidate and experience the knowledge acquired in the classroom.

Itautec took part of the "Natal do Bem" (Christmas of Goodwill), the third largest Brazilian charitable event, which this year benefited nine charities in the states of São Paulo, Santa Catarina and Bahia.

In continuity to the "De Olho no Computador" (keep your eye in the computer) Program, IT courses were taught for youth and adolescents of the "Associação Beneficente Portas de São Pedro" located in the Southern region of São Paulo.

Itautec sponsored the "Informatizando Conhecimentos" (computerizing knowledge) project, of the "Associação Terapêutica de Estimulação Auditiva e Linguagem (Ateal)" (the therapeutic association for aural and language stimulation), and encouraged its employees to support projects that promote the rights of children and adolescents.

Elekeiroz

The company supports the "Na Mão Certa" (on the right way) program, which purpose is to make truck drivers aware of the issue of sexual abuse of children in Brazilian highways, therefore making them to act as protection agents for the rights of children and adolescents. In 2010, a number of lectures were given to drivers of transportation companies that provide services to Elekeiroz.

Awards and Recognition

ITAÚSA

• ITAÚSA occupied the 1st position in the list of the 200 major business groups in the country, according to the ranking of Melhores e Maiores (Best and Largest) of Exame magazine.


Itaú Unibanco

•Best Brazilian Publicly-Held Company, for the fifth time in the last 12 years, according to Association of Investment Analysts and Professionals of the Capital Markets (Apimec).

• For the seventh consecutive time, the Itaú brand was recognized as the most valuable in Brazil, being valued at R$20.7 billion, by Interbrand consulting company.

• Best Private Banking in Brazil 2010, Best Private Banking in Chile 2010 and Latin America's Best Managed Companies – Most Convincing & Coherent Business Strategy – By sector: Banking & Financial, according to Euromoney magazine.

• Complete Financial Statements ITAÚSA – Investimentos Itaú S.A. 13

• Green Enterprise IT Awards, offered by Uptime Institute.

• Most sustainable financial institution in Latin America and in emerging markets – FT Sustainable Banking Award, granted by the Financial Times newspaper and the International Finance Corporation (IFC).

• Best bank in Brazil, for the 12th time, and Best Bank in Latin America in the Awards for Excellence by Euromoney magazine. The magazine has also rated Itaú BBA as the Best Bank in Cash Management in Brazil, for the second consecutive time.

• First bank of Brazil in the Top 1000 World Banks ranking, according to The Banker magazine.

• IR Magazine Awards Brazil 2010 in the categories Grand Prix of the Best Investor Relations Program of Large Caps Companies and Best Performance in IR by a CEO or CFO, with Roberto Setubal.

• Best Investors Relations program of the banking and financial services sectors in Latin America, according to Institutional Investor magazine.

• Ranked 1st among the most transparent companies of Ibovespa, prepared by Management & Excellence (M&E), for the fourth consecutive year.

• 1st place in the Banks category in the Most Admired Companies in Brazil ranking, promoted by Carta Capital magazine.

• Best research team in Brazil for Itaú BBA, according to Institutional Investor magazine.

• Best Latin America Equity House for Itaú BBA, according to IFR Thomson.

• Ranked 1st among the largest banks in Brazil based on stockholders' equity in the Melhores e Maiores (Best and Largest) 2010 of Exame magazine.

Duratex

• Red Dot Award 2010, granted to the Twin filter line of Deca Division, in the Home & Kitchen category. Duratex was the first Brazilian company to win this award. This product was also awarded in the Good Design Award and was granted the Senai/SP Excellence Design 2010 Award.

• The Excelência Empresarial Ciesp 2010 award (business excellence) was granted to the Agudos (SP) unit by the Center of Industries of the state of São Paulo (Ciesp), in the large company category.

• Most recalled brand in categories MDP and MDF panels in the 5th edition of the Top Mobile 2010 award.

• Top of Mind award in the category bathroom metal and porcelain fixtures, and Durafloor laminated floors.

• First place among construction and decoration material companies, according to the "500 Melhores Empresas da Dinheiro" (500 best companies from Dinheiro magazine).

Itautec

• The most known brand in banking and commercial automation, according to Pesquisa INFO de Marcas (brands INFO survey), organized by InfoExame magazine.

• Honorable mention in the Innovation and Pioneering Role category for subsidiary Itautec in Portugal at the Optimus Innovation Awards 2010.

• World Finance Technology Awards 2010, granted by the World Finance Technology Institute, in England, and considered the best technology supplier for the Latin America financial sector. Itautec was the first Brazilian company to receive this award.

• Best evaluated company in the Banking and Commercial Automation category in the Pesquisa Info de Marcas (brands INFO survey), according to Info Exame magazine.

• Destaque de Hardware de TI – Automação Bancária e Comercial (IT hardware highlight – banking and commercial automation) in the CW 300, a ranking designed by ComputerWorld.

• 1st place, for the third consecutive year, in the Electromechanical and Consumer Goods category of the Metrics Competition Awards, with the product Depositary Module Mechanism.

• IDEA Brasil 2010 award for its products SelfCheckout (silver category) and Prizis Kiosk (bronze category).

• Lide de Empreendedorismo (Lide enterpreneurship) award in category Enterpreneur company in Technology, conducted by LIDE – Grupo de Líderes Empresariais and JLide – Jovens Líderes Empresariais.

• Prêmio Excelência em P&D (excellence in R&D) award of Informática Hoje 2010, with the Self-Checkout PayTower project.

• Included in the Fintech 100 ranking, a survey conducted by IDC Financial Insights and American Banker and Bank Technology News publications. For the second consecutive year, Itautec was the Brazilian company best ranked: 23rd place among the 100 largest global technology suppliers to the financial sector.

Elekeiroz

• Ranked 1st in the 5th FIESP award in Water Conservation and Reuse in its industrial unit of Várzea Paulista, for the implementation of three projects: reduction of water collection in the Jundiaí river, reduction in the emissions of liquid effluents and collection of rain water for industrial use.

• Ranked among the 35 best private sector companies in the state of São Paulo, in the "As Melhores Empresas para Estagiar" (best companies for interns) award event, carried out by the Centro de Integração Empresa-Escola (CIEE) (the Company-School Integration Center).

• The company was also granted an honorable mention in the Economic-financial analysis category in the "12th ABRASCA de Melhor Relatório Anual" (best annual report of ABRASCA, the Brazilian association of public-held companies) award, and had its report ranked 2nd among the companies with revenue up to R$1 billion in 2009.

Independent Auditors – Cvm Instruction No. 381


Procedures Adopted by the Company

The policy adopted by ITAÚSA, its subsidiaries and parent company, to engage non-audit related services from our independent auditors is based on the applicable regulations and internationally accepted principles that preserve the auditor's independence. These principles include the following: (a) an auditor cannot audit his or her own work, (b) an auditor cannot function in the role of management in companies where he or she provides external audit services; and (c) an auditor cannot promote the interests of its client.

During the period from January to September 2010, the independent auditors and related parties did not provide non-audit related services in excess of 5% of total external audit fees.

According to CVM Instruction No. 381, we list below the engaged services and related dates:

• February 5, 2010 – Service agreement for the limited assurance of the data of the inventory of greenhouse gas emission – Itaú Unibanco – Brazil;

• March 3, 2010– Licenses for using an electronic library of international accounting standards (Comperio) – ITAÚ UNIBANCO HOLDING S.A. – Brazil.

• June 2, 2010 – Attendance in the "Mercado de Seguros" (insurance market) seminar: new accounting and actuarial dynamics of the market in 2010 – ITAÚ UNIBANCO HOLDING S.A. – Brazil;

• June 23, 2010 – License for using an electronic library of international accounting standards (Comperio) – Banco Itaú Europa International – Miami;

• July 12, 2010 – Service agreement related to tax advisory regarding the US legislation and review of the Schedule O Form - ITAÚ UNIBANCO HOLDING S.A – Brazil;

• August 6, 2010 – Service agreement for reviewing aspects related to the Business Continuity Program – Itaú BBA S.A. – Brazil;

• August 11, 2010 – Service agreement related to the examination of the differences between the performance of activities as subsidiary and as a Bank – Banco Itaú Europa International – Miami;

• August 17, 2010 – Participation in the 10th Annual IFRS Presentation – Advanced Level – Itaú Unibanco S.A. – Brazil.

Summary of the Independent Auditors' Justification

The provision of the above described non-audit related professional services do not affect the independence or the objectivity of the external audit of ITAÚSA and its subsidiary/affiliated companies. The policy adopted for providing non-audit related services to ITAÚSA is based on principles that preserve the independence of Independent Auditors, all of which were considered in the provision of the referred services.

Acknowledgements


We thank our stockholders and clients for their trust, which we always try to pay back by obtaining results differentiated from those of the market, and making available quality products and services, and our employees for their talent, which has enabled the sustainable growth of our business.

(Approved at the Board of Directors' Meeting of March 28, 2011).

ITAÚSA – Investimentos Itaú S.A.

Board of Directors

Chairman
JOSÉ CARLOS MORAES ABREU

Vice-chairmen

ALFREDO EGYDIO SETUBAL
CARLOS DA CAMARA PESTANA
MARIA DE LOURDES EGYDIO VILLELA

Members
ALFREDO EGYDIO ARRUDA VILLELA FILHO
PAULO SETUBAL

Alternate members
RICARDO EGYDIO SETUBAL
RODOLFO VILLELA MARINO

Fiscal Council

President
JOSÉ MARCOS KONDER COMPARATO

Members
LUIZ ALBERTO DE CASTRO FALLEIROS
PAULO RICARDO MORAES AMARAL

Executive Board

Chief Executive Officer
ALFREDO EGYDIO ARRUDA VILLELA FILHO

Executive Director Vice-Presidents
HENRI PENCHAS (*)
JAIRO CUPERTINO
ROBERTO EGYDIO SETUBAL

(*) Investor Relations Officer

Accountant
REGINALDO JOSÉ CAMILO
CT-CRC-1SP – 114.497/O – 9




Itaú Unibanco Holding S.A.

Board of Directors

Chairman
PEDRO MOREIRA SALLES

Vice-chairmen

ALFREDO EGYDIO ARRUDA VILLELA FILHO
ROBERTO EGYDIO SETUBAL

Members
ALCIDES LOPES TÁPIAS
ALFREDO EGYDIO SETUBAL
CANDIDO BOTELHO BRACHER
FERNANDO ROBERTO MOREIRA SALLES
FRANCISCO EDUARDO DE ALMEIDA PINTO
GUSTAVO JORGE LABOISSIÈRE LOYOLA
HENRI PENCHAS
ISRAEL VAINBOIM
PEDRO LUIZ BODIN DE MORAES
RICARDO VILLELA MARINO


Audit Committee

President
GUSTAVO JORGE LABOISSIÈRE LOYOLA

Members

ALCIDES LOPES TÁPIAS
EDUARDO AUGUSTO DE ALMEIDA GUIMARÃES
GUY ALMEIDA ANDRADE
ALKIMAR RIBEIRO MOURA


Fiscal Council

President
IRAN SIQUEIRA LIMA

Members

ALBERTO SOZIN FURUGUEM
ARTEMIO BERTHOLINI






Executive Board

Chief Executive Officer
ROBERTO EGYDIO SETUBAL

Executive Director Vice-Presidents
ALFREDO EGYDIO SETUBAL (*)
CANDIDO BOTELHO BRACHER

Executive Directors

CAIO IBRAHIM DAVID
CLAUDIA POLITANSKI
MARCOS DE BARROS LISBOA
RICARDO BALDIN
SÉRGIO RIBEIRO DA COSTA WERLANG

Directors
JACKSON RICARDO GOMES
JOSÉ EDUARDO LIMA DE PAULA ARAUJO
MARCO ANTONIO ANTUNES
WAGNER ROBERTO PUGLIESE

(*) Investor Relations Officer





















Duratex S.A.


Board of Directors

Chairman
SALO DAVI SEIBEL

Vice-chairmen

ALFREDO EGYDIO ARRUDA VILLELA FILHO
RICARDO EGYDIO SETUBAL

Members
ALCIDES LOPES TÁPIAS
HELIO SEIBEL
PAULO SETUBAL
FABIO SCHVARTSMAN
RODOLFO VILLELA MARINO
ROGÉRIO ZIVIANI

Alternate members

ANDREA LASERNA SEIBEL
OLAVO EGYDIO SETUBAL JUNIOR
RICARDO VILLELA MARINO

Executive Board

Chief Executive Officer
HENRI PENCHAS

Executive Directors
ALEXANDRE COELHO NETO DO NASCIMENTO
ANTONIO JOAQUIM DE OLIVEIRA
ANTONIO MASSINELLI
FLÁVIO MARASSI DONATELLI (*)
LUCIA HELENA VIDEIRA
RAUL PENTEADO DE OLIVEIRA NETO
RENATO AGUIAR COELHO
ROBERTO SZACHNOWICZ

Managing Directors

FLÁVIO DIAS SOARES
FRANCISCO DE ASSIS GUIMARÃES
MARCO ANTONIO MILLEO
RONEY ROTENBERG

(*) Investor Relations Officer

Itautec S.A. – Grupo Itautec


Board of Directors

Chairman
RICARDO EGYDIO SETUBAL

Vice-chairmen
ALFREDO EGYDIO ARRUDA VILLELA FILHO

Members

CARLOS EDUARDO DE CÁPUA CORRÊA DA FONSECA
CHU TUNG
LUIZ ANTONIO DE MORAES CARVALHO
MARIO ANSELONI NETO
PAULO SETUBAL
RENATO ROBERTO CUOCO
RODOLFO VILLELA MARINO

Alternate members

OLAVO EGYDIO SETUBAL JÚNIOR
RICARDO VILLELA MARINO


Executive Board

Chief Executive Officer
MÁRIO ANSELONI NETO (*)

Executive Directors Vice-Presidents

CLÁUDIO VITA FILHO
DENISE DUARTE DAMIANI
JOÃO BATISTA RIBEIRO
JOSÉ ROBERTO FERRAZ DE CAMPOS
RICARDO HORÁCIO BLOJ
SILVIO ROBERTO DIREITO PASSOS
WILTON RUAS DA SILVA

(*)Investor Relations Officer








Elekeiroz S.A.


Board of Directors

Chairman
RODOLFO VILLELA MARINO

Vice-chairmen
OLAVO EGYDIO SETUBAL JÚNIOR

Members

FERNANDO MARQUES OLIVEIRA
JOSÉ EDUARDO SENISE
PAULO SETUBAL
REINALDO RUBBI
ROGÉRIO ALMEIDA MANSO DA COSTA REIS

Alternate members

RICARDO EGYDIO SETUBAL
RICARDO VILLELA MARINO


Executive Board

Chief Executive Officer and General Manager
REINALDO RUBBI (*)

Diretors

CARLOS CALVO SANZ
RICARDO JOSÉ BARALDI

(*) Investor Relations Officer










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