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Rating Action:

Moody's reviews Itaú Seguros' and Itauseg Participações' global ratings for possible downgrade, affirms national scale ratings

 The document has been translated in other languages

27 Aug 2009

Sao Paulo, August 27, 2009 -- Moody's Investors Service has placed on review for possible downgrade Itaú Seguros' A2 global local currency (GLC) insurance financial strength (IFS) rating and has affirmed the company's Aaa.br IFS rating on the Brazilian national scale, with a stable outlook. Concurrently, Moody's América Latina Ltda. has placed on review for possible downgrade the Baa1 GLC subordinated debt rating of Itauseg Participações S.A. (the insurance holding company of Itaú Seguros) and has affirmed the Aaa.br rating on the national scale, with a stable outlook. Itaú Vida e Previdência S.A.'s A2 GLC and Aaa.br national scale IFS ratings are not affected by this rating action.

The rating action follows the announcement of Itaú Unibanco Holding S.A.'s (Itaú Unibanco; BVSP:ITUB3/ITUB4) intent to divest Itaú Seguros' automobile and homeowners insurance into a separate company, Itaú Unibanco Seguro de Automóvel e Residencial S.A., and to transfer the direct management and ownership of this new company to Porto Seguro S.A. (BVSP: PSSA3) -- one of the largest local insurance companies and the largest automobile insurer in Brazil. In exchange, Itaú Unibanco will receive 30% ownership of Porto Seguro S.A. through a newly-created holding company, Porto Seguro Itaú Unibanco Participações S.A. (PSIUPAR).

The transaction is contingent upon final approval by the Brazilian insurance regulator (SUSEP) and the Brazilian antitrust system (SBDC).

According to Moody's, the transaction is favorable to the group Itaú Unibanco, and the divestiture of Itaú Seguros' underperforming automobile insurance line is also viewed positively, as it demonstrates the commitment of Itaú Unibanco's and Itaú Seguros' management to sustain strong profitability. However, the structural and organizational outcome of the divestiture could have negative implications to Itaú Seguros' and Itauseg Participações' credit risk profile.

According to Moody's, the review for downgrade will focus on the extent to which the transaction will affect Itaú Seguros' business and financial profiles, particularly the company's market presence, product diversification, and operating leverage. In addition, the announced transaction creates some uncertainty about the on-going strategic importance of the property and casualty insurance business to Itaú Unibanco. Currently, the A2 GLC IFS of Itaú Seguros reflects some uplift from its stand-alone credit profile because of its ownership and implied support from Itaú Unibanco.

The auto and homeowners lines account for about 25% of Itaú Seguros' gross premiums, and the divestiture of these lines of business will likely reduce the company's overall market penetration and could result in an increase in the company's product risk, as the remaining book of business will have greater exposure to more volatile commercial and industrial insurance lines.

Itaú Seguros' operating leverage could weaken depending on its capitalization levels post-divestiture -- given that BRL950 million of equity is being transferred to the new company owned by Porto Seguro. The rating agency added that the review will also consider the transaction's effect on Itauseg's financial flexibility (e.g. financial leverage and earnings coverage), which could be negatively impacted depending on the proportion of the ownership in PSIUPAR held by Itauseg.

The following ratings were placed on review for possible downgrade:

Itaú Seguros S.A. -- A2 global local currency IFS rating

Itauseg Participações S.A. -- Baa1 global local currency subordinated debt ratings

The following ratings were affirmed with a stable outlook:

Itaú Seguros S.A. -- Aaa.br national scale rating

Itauseg Participações S.A. -- Aaa.br national scale rating

Headquartered in São Paulo, Brazil, Itauseg Participações is an indirect wholly-owned subsidiary of Itaú Unibanco Holding S.A. and Itaú Unibanco S.A. and is the holding company for Itaú Unibanco's insurance operations. As of June 30, 2009 Itauseg total consolidated assets amounted to BRL20.1 billion, and shareholders' equity amounted to BRL4.1 billion. For the first half of 2009, Itaú Seguros revenues were BRL2.8 billion and net income was BRL448.3 million.

Moody's last rating action on Itaú Seguros and Itauseg Participações took place on September 20, 2007, when Moody's Investors Service upgraded Itaú Seguros' global local currency IFS ratings to A2 from A3 and affirmed the Aaa.br on the Brazilian national scale, and Moody's América Latina assigned a Baa1 global local currency and Aaa.br national scale ratings to Itauseg Participações' new subordinated debt issue.

The principal methodology used in rating Itaú Seguros and Itauseg Participações were Moody's Global Rating Methodology for Property and Casualty Insurers, which can be found at www.moodys.com in the Credit Policy & Methodologies directory, in the Ratings Methodologies subdirectory. Other methodologies and factors that may have been considered in the process of rating these issuers can also be found in the Credit Policy & Methodologies directory.

NOTE: Moody's national scale ratings rank an enterprise's credit risk on a relative basis in comparison with other firms within the same country. Such ratings are designed for use at the local (national) level, and they are not globally comparable. For Brazilian companies, national scale ratings carry the identifier ".br". Moody's global local currency ratings indicate the relative credit risk on a globally comparable basis. Taken together, the national scale and global local currency ratings provide a more comprehensive opinion about the credit risk of the company. Moody's insurance financial strength ratings are opinions about the ability of insurance companies to punctually pay senior policyholder claims and obligations.

For more information, please visit our website at www.moodys.com/insurance.

Sao Paulo
Rodolfo Nobrega
Asst Vice President - Analyst
Financial Institutions Group
Moody's America Latina Ltda.
55-11-3043-7300

New York
Alan Murray
VP - Senior Credit Officer
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's reviews Itaú Seguros' and Itauseg Participações' global ratings for possible downgrade, affirms national scale ratings
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