6-K 1 ubbholding_itr3q022.htm 3Q02 QUARTERLY FINANCIAL INFORMATION
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
Report of Foreign Issuer
 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
Commission File Number 1-14640-01

For the month of November, 2002
 

 

UNIBANCO HOLDINGS S.A.
(Exact name of registrant as specified in its charter)
 

Unibanco Holdings S.A.
(Translation of Registrant's name into English)
 

Av. Eusébio Matoso, 891
05423-901 São Paulo - SP, Brazil
(Address of principal executive offices)
 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under Securities Exchange Act of 1934.

Yes _______ No ___X____

 


 


(Convenience  Translation  into English from the Original  Previously  Issued in
Portuguese)

INDEPENDENT AUDITORS’ SPECIAL REVIEW REPORT

To the Stockholders and Board of Directors of
Unibanco Holdings S.A.
São Paulo — SP


1.   We  have  performed  a  special  review  of  the   accompanying   quarterly
     information  (ITR) of Unibanco Holdings S.A. for the quarter and nine-month
     period ended  September 30, 2002,  prepared in accordance  with  accounting
     practices  established  by Brazilian  Corporate Law, which are comprised of
     the balance sheet, statement of income and performance report.

2.   Our review was conducted in accordance  with specific rules and regulations
     established  by the  IBRACON  —  Brazilian  Institute  of  Independent
     Auditors and the Federal Accounting  Council,  and consisted,  principally,
     of:  (a)  inquiries  of Company  personnel  about the  criteria  adopted in
     preparing the quarterly information;  and (b) review of the information and
     subsequent events that have or could have material effects on the financial
     position and operations of the Company.

3.   The financial  statements of certain consolidated  subsidiaries,  which the
     investment  balances on the  individual  balance  sheets of the  respective
     parent  company,  as of September 30, 2002,  amounted to  approximately  R$
     1,150,000 thousand and the equity in result for the quarter ended September
     30, 2002 to R$ 80,000 thousand, were reviewed by other independent auditors
     whose  report  has been  furnished  to us,  and our  report,  insofar as it
     relates to the amounts  included for these subsidiary  companies,  is based
     solely on the reports of the other auditors.

4.   Based on our review and on the report of other  auditors,  we are not aware
     of any  material  modifications  that  should  be  made  to  the  quarterly
     information  referred to above in order for them to be in  conformity  with
     accounting  practices  established by Brazilian  Corporate Law and specific
     standards  issued by the  Brazilian  Securities  and  Exchange  Commission,
     specifically  applied  to  the  preparation  of  the  obligatory  quarterly
     information.

5.   Additionally, we have reviewed the statements of cash flows (Parent Company
     and Consolidated) for the quarter and nine-month period ended September 30,
     2002,  presented in Note 19 to the quarter  information,  applying the same
     procedures  that are described in Paragraph 2 above.  These  statements are
     not  required  by  Brazilian  Corporate  Law and are  intended  to  provide
     additional  information.  Based  on our  review,  we are not  aware  of any
     material  modifications that should be made to the statements of cash flows
     in order for them to be in conformity with Brazilian Accounting Practices.

 

6.   Previously,  we performed a special  review on the balance  sheets  (Parent
     Company and Consolidated) as of June 30, 2002, and on the income statements
     (Parent  Company and  Consolidated)  for the quarter and nine-month  period
     ended  September 30, 2001,  and,  based on our reviews and on the report of
     other  auditors,  we issued  reports  dated August 12, 2002 and November 6,
     2001,  respectively,  that expressed that we were not aware of any material
     modifications  that  should be made to that  quarterly  information.

7.   As  mentioned in Note 3.c to the    quarterly   information,   Unibanco  —
     União de Bancos   Brasileiros  and  its   subsidiaries  have adopted the
     new criteria  established  by the Central Bank of Brazil for  recording and
     evaluating marketable securities and derivative financial  instruments.

8.   These  financial  statements  have been  translated  into  English  for the
     convenience of the readers.

São Paulo,
November 6, 2002


DELOITTE TOUCHE TOHMATSU                       Ariovaldo Guello
Independent Auditors                           Accountant
CRC No. 2 SP 011609/O-8                        CRC No. 1 SP 070483/O-4

 

 

 

 




 


(Convenience  translation  into English from the original  previously  issued in
Portuguese)

CVM CODE                UNIBANCO HOLDINGS  S.A.          COMMERCIAL,  INDUSTRIAL
01475-3                 DATE - SEPTEMBER  30,  2002       AND  OTHER  COMPANIES
                        QUARTERLY   INFORMATION           Corporate Legislation
--------------------------------------------------------------------------------

NOTES TO THE  FINANCIAL  STATEMENTS  (Amounts  expressed  in thousands of Reais,
unless otherwise indicated)

1. Operations

Unibanco Holdings S.A. ("Unibanco  Holdings") was formed to invest in Unibanco -
Uniao de Bancos Brasileiros S.A. ("Unibanco").

The consolidated  operations of Unibanco Holdings S.A. and its direct,  indirect
and jointly controlled  subsidiary  companies,  in Brazil and abroad, are mainly
carried  out in  the  financial  markets  within  the  context  of the  Unibanco
Financial  Conglomerate,  but  include  other  activities  carried  out by group
companies  principally  related to insurance  services,  credit card operations,
capitalization plans and private retirement plans.


2. Presentation of the Financial Statements

The  financial  statements  of Unibanco  Holdings  S.A.  ("Parent  Company") are
presented  together  with the  consolidated  financial  statements  of  Unibanco
Holdings S.A. and its subsidiaries  ("Consolidated") which comprise the accounts
of  Unibanco  Holdings  S.A.  and its  subsidiary  (Unibanco  - Uniao de  Bancos
Brasileiros S.A., its foreign branches, its direct and indirect subsidiaries and
its jointly controlled companies) as shown in note 7.

The  consolidated  financial  statements  have been prepared in accordance  with
consolidation  principles  determined by the Brazilian  Securities  and Exchange
Commission (CVM).  Intercompany  investments,  balances, income and expenses, as
well as intercompany gains and losses, were eliminated upon consolidation.

The  financial   statements  of  the   subsidiaries   Unibanco  Leasing  S.A.  -
Arrendamento  Mercantil and Dibens  Leasing S.A. -  Arrendamento  Mercantil were
reclassified  by means of  out-of-book  adjustments,  in order to reflect  their
financial  position and results of operations in the consolidation in accordance
with the financial method of accounting for leasing transactions.

In conformity with CVM Instruction  247/96,  assets,  liabilities,  revenues and
expenses of jointly controlled  companies have been included in the consolidated
financial statements on a proportional basis.


3. Summary of Significant Accounting Policies

The  accounting  policies  adopted by Unibanco  Holdings S.A. and its subsidiary
companies are in accordance with the requirements of Brazilian Corporate Law and
the  regulations  of  the  Brazilian  Central  Bank,  the  Brazilian  Securities
Commission and the Superintendency of Private Insurances.

(a) Determination of net income

Net income is determined on the accrual basis and considers:

-    income,  expenses and  monetary or exchange  rate  variations,  at official
     rates or indices pro rata  temporis,  on current and  long-term  assets and
     liabilities;

-    the effects of the  provisions to adjust the assets to market or realizable
     values;

-    the  adjustments to the  insurance,  capitalization  and  retirement  plans
     technical reserves;

-    the effects of the  adjustment of  investments in subsidiary and associated
     companies to reflect the equity method of accounting;

-    the provision for federal income tax at the rate of 15% on taxable  income,
     plus a specific  surcharge of 10% on taxable income over established fiscal
     limits;

-    the provision for social  contribution  calculated at the rate of 9% on the
     adjusted income before income tax;

-    tax credits calculated on temporary  differences between book value and tax
     amounts and on tax losses; and

-    profit sharing.


(b)  Current and long-term assets

These assets are stated at cost plus,  when  applicable,  the related income and
monetary and exchange rate  variations,  and  decreased by the related  unearned
income and/or allowances for losses, except for the marketable  securities,  the
derivative  financial  instruments and financial assets subject to hedge,  which
are presented as from, the quarter ended June 30, 2002, as stated in Note 3 (c).

The  allowance  for  lending,  leasing and other  credit  losses is set up in an
amount  considered  sufficient by management to cover  possible  future  losses.
Management's analysis to establish the provision required takes into account the
economic environment,  past experience and specific and general portfolio risks,
as well as the regulations of the Brazilian Central Bank.

(c) Marketable securities and derivative financial instruments

The  Brazilian  Central Bank has  established  new rules for the  recording  and
valuation of marketable securities and derivative financial  instruments,  which
effects are recognized as from quarter ended June 30, 2002.

Marketable securities

According to Brazilian Central Bank Circular 3068 issued on November 8, 2001 and
the supplemental  regulation,  marketable securities must be classified into one
of three  categories,  based on the intent to negotiate on the acquisition  date
(during the implementation of the new rule, has adopted transitional  criteria),
and accounted for as follow:

-    Trading securities - marketable  securities  acquired for trading purpose -
     they are stated at cost plus,  accrued  interest and adjusted to their fair
     values  and   unrealized   gains  and  losses  are  recognized  in  current
     operations.

-    Securities  available for sale - marketable  securities acquired as part of
     the Unibanco strategy for the risk management of interest rates, they could
     be negotiated as a result of the changes in the interest rates, for changes
     in  payments  conditions  or other  factors.  They are  stated at cost plus
     accrued interest, and adjusted to their fair value, with the related income
     recognized currently and unrealized gains and losses recorded as a separate
     component of stockholders'  equity, net of applicable taxes, in "Unrealized
     gains  and  losses  -  marketable   securities  and  derivative   financial
     instruments".  The realized  gains and losses are  recognized  based on the
     applicable trade date in a contra account in stockholders' equity item.

-    Securities held to maturity - marketable securities that there is intention
     and financial  ability to retain them until the maturity.  They are carried
     at cost plus accrued interest.

Derivative financial instruments (Assets and liabilities)

According to Brazilian Central Bank Circular 3082 issued on January 30, 2002 and
the supplemental regulation, the derivative financial instruments are classified
based on Unibanco's intent at trade date for hedging or non-hedging purpose.

-    Transactions  involving derivative  financial  instruments to meet customer
     needs or for own  purpose  that did not meet  hedging  accounting  criteria
     established  by the Central Bank,  primary  derivatives  used to manage the
     global exposure,  are accounted for at fair value with unrealized gains and
     losses recognized currently in earnings.

-    Derivative  financial   instruments  designed  for  hedging  or  to  modify
     characteristics  of assets or liabilities  and (i) highly  correlated  with
     respect to changes in fair value in  relation to the fair value of the item
     being hedged, both at inception date and over the life of the contract; and
     (ii)  effective at reducing  the risk  associated  with the exposure  being
     hedged, are classified as hedges as follows:

     -    Fair value hedge. The financial assets and liabilities and the related
          derivative  financial  instruments are accounted for at fair value and
          offsetting gains or losses recognized currently in earnings; and

     -    Cash flow hedge.  The effective hedge portion of financial  assets and
          liabilities  is accounted for at fair value and  unrealized  gains and
          losses recorded as a separate  component of stockholders'  equity, net
          of  applicable  taxes,  in  "Unrealized  gains and losses - marketable
          securities and derivative  financial  instruments".  The non-effective
          hedge portion is recognized currently in earnings.

(d) Permanent assets

Investments, fixed assets and deferred charges are stated at cost.

Investments in subsidiary  and associated  companies are accounted for using the
equity  method  of  accounting,  as  shown in Note 7. In 2002,  the  effects  in
subsidiaries  and associated  companies  resulted from the new rules to recorded
and valuation of marketable securities and derivative financial instruments,  as
mentioned in Note 3 (c) were  recognized  in Unibanco as  "Unrealized  gains and
losses  -  marketable   securities  and  derivative  financial  instruments  and
"Retained  earnings",  so as  to  maintain  the  original  record  made  by  the
subsidiaries and associated companies.

Other  investments  consist  principally  of  investments  carried  at cost  and
membership  certificates  of stock and  commodities  exchange  adjusted  to book
equity values.

Goodwill relating to the acquisition of subsidiaries is being amortized up to 10
years, according to the expected period of benefit.

Depreciation  of fixed assets is calculated on the  straight-line  method at the
following  annual  rates:  buildings  in  use  - 4%;  equipment  in  use -  10%;
communications, data processing, and transportation systems - 20%.

Deferred charges,  composed substantially of leasehold improvements and software
acquisition and development, are amortized over the term of the respective lease
contracts or up to five years.

(e) Current and long-term liabilities

These  amounts  include,  when  applicable,  accrued  interest  and monetary and
exchange  rate  variations,  except for  derivative  financial  instruments  and
liabilities subject to hedge, which are presented as per Note 3 (c).

4. Marketable Securities

(a) Trading assets


Trading  securities were classified as current  assets,  independently  of their
maturity date, since these securities are actively and frequently traded.


(b) Securities available for sale

(i) By type:


(ii) By maturity:


(c)  Securities held to maturity

(i) By type:


The  fair  value  of these  securities  was  R$5,711,939  in  Consolidated.  The
difference  between  amortized cost and the fair value  amounted  R$2,028,430 in
Consolidated  and  correspondent  mainly to bonds  issued by  Brazilian  federal
government.

(ii) By maturity:


(iii)Financial ability

Unibanco and its subsidiaries classified a portion of their portfolio as held to
maturity using the maturities,  interest rates (positive spread) and currency of
its liability operations, as parameters to define the financial ability.

The  resources  of third  parties  which are related to the  securities  held to
maturity, for Unibanco Consolidated compared with the portfolios is as follow:


(d) Fair value determination

The fair value of marketable securities was based on the average rate for the
last business day of the period as informed by Stock Exchanges, trade
associations and external entities.

5. Lending and Leasing Operations  Portfolio and Allowance for Lending,  Leasing
and Other Credit Losses

(a)  Components of the lending and leasing  operations  portfolio by type and by
maturity:


(b) Components of lending, leasing and other credits by business activity:


(c) Concentration of lending, leasing and other credits:


(d)  Components  of  lending,  leasing  and  other  credits  by risk  level,  as
established in Resolution 2682 of the Brazilian National Monetary Council:


The  allowance  for  lending,  leasing and other  credits  losses is recorded in
accordance with Resolution 2682 of the Brazilian National Monetary Council.  The
minimum allowance for each level is utilized as a general rule however, based on
the judgment and experience of management,  higher  percentages  are used within
each  level in order to more  accurately  assess  the risk of  certain  clients,
operations or portfolios.

(e) The  operations  renegotiated  in the quarter with clients as established in
Resolution 2682 of the Brazilian  National Monetary Council totaled R$268,785 in
Consolidated.  These  operations  relate to active portfolio and credits written
off  against  loss,  and were  recorded  with  intention  to  maintain  the risk
assessment and the provision for losses existing prior to  renegotiation.  These
operations will be better  classified only after the collection of a significant
portion  of the  renegotiated  debt.  For  such  reclassification,  the  minimum
collection percentage established by Unibanco is 25%.

(f) Changes in the allowance for lending,  leases and other credit losses during
the quarter:


6. Other Credits

The account  "Foreign  exchange  portfolio"  includes  R$3,772,576  of unsettled
exchange  purchases  and  R$256,400  of rights on foreign  exchange  sold net of
contracted advances.

"Other credits - negotiation and  intermediation of securities" are represented,
substantially,   by  operations  with  "Financial   assets  and  commodities  to
liquidate" in the amount of R$219,408, and "Debtors - pending settlement" in the
amount of R$47,819.

"Other  credits - sundry",  basically,  includes  deferred  tax in the amount of
R$2,376,072;  social  contribution  carry forward  related to the option for the
article 8th of  Provisional  Measure  2113-29/2001  in the amount of  R$509,039,
judicial  deposits  for civil and labor  matters in the  amount of  R$1,044,439,
prepaid  taxes in the amount of R$467,407 and notes and credits  receivables  in
the amount of R$260,148.  The social  contribution carry forward is being offset
in accordance with established fiscal parameters.


7. Investments in Subsidiary and Associated Companies

(a) Subsidiary companies (Parent Company)


(b) Investments in subsidiary and associated companies

The foreign  branches and subsidiary  companies  exchange gains in the amount of
R$1,036,488 in Consolidated  were recognized as "Other operating  income".  As a
result of the high foreign exchange  volatility,  Unibanco  partially hedged its
foreign investments in U.S. dollars in the amount of US$570 million. The expense
of R$576,717 in  Consolidated  was also  recorded in "Other  operating  income",
reducing  the  exchange  gains  on  foreign  investments.   The  investments  in
subsidiary  and  associated  companies and the  following  main events relate to
investments in subsidiary and associated companies in the third quarter of 2002:


(i)  The  percentage  shown in  Consolidated  column  refers to the  controlling
     companies' percentage holding.

(1)  On September 17, 2002,  Unibanco  increased  the capital of its  subsidiary
     Unipart   Participações   Internacionais   Ltd. in   exchange  of
     17,770,000 common shares of Unibanco Securities Ltd.

(2)  On  July  31,   2002,   quotaholders   reduced   the  capital  of  Unibanco
     Representação  e  Participações  Ltda. in the amount of
     R$711,495  as  exchange  of  336,204,927   common  shares  and  183,878,703
     preferred shares of Unibanco AIG Seguros S.A. and 12,937,771  common shares
     of Credicard S.A.  Administradora  de  Cartões de  Crédito.  As
     consequence,  711,495,001  quotas  of  Unibanco  Representação  e
     Participações Ltda. were cancelled, through book value as of June
     30, 2002.

(3)  The company  name will be changed to Luizacred  S.A.  Sociedade de  Crédito,
     Financiamento e Investimento, in the future.

(4) Companies audited by other independent auditors.


(c) Goodwill on acquisition of subsidiary companies

The  goodwill  relating to the  acquisition  of  subsidiary  companies  is being
amortized up to ten years, according to the expected period of benefit, been the
amortized  amount  recorded  in "Other  operating  expenses".  The  consolidated
balance of goodwill to be amortized and the amount  amortized during the quarter
were as follows:


8. Fixed Assets


9. Deposits


10. Resources from Securities Issued

Resources from securities issued are mainly represented by mortgage notes issued
in Brazil and euronotes and commercial papers issued abroad.

(a) Mortgage notes are restated using the saving  deposits  index,  plus average
interest of 11.97% per annum, and are payable up to October 27, 2003.

(b) Euronotes


The  average  interest  rate at  September  30,  2002  was  5.70%  per  annum in
Consolidated.

(c) Commercial Paper Programs

The commercial paper programs, in the amount of R$1,158,368 in Consolidated, are
issued by Grand  Cayman  branch  and are  payable up to August  13,  2003,  with
interest rates between 1.82% and 2.30% per annum.

(d) The other issues totaled R$84,277 in Consolidated with maturities up to July
11, 2005 and an average interest rate of 8.20% per annum.


11. Borrowings and Onlending in Brazil - Governmental Agencies

Foreign   borrowings   consist   principally  of  short-term  credit  lines  for
refinancing of foreign exchange transactions, import and exports.

Onlendings  in Brazil -  governmental  agencies  are  payable  up to 2018,  with
interest rates  established by operational  policies of BNDES (National Bank for
Economic and Social Development).


12.  Other Liabilities


The foreign exchange  portfolio  includes  R$987,437 of unsettled exchange sales
and  R$1,094,602  of  obligations  for  exchange  purchased  net of  advances on
exchange contracts.

"Other  liabilities  -  subordinated  debt",  in  the  amount  of  R$795,044  in
Consolidated  were issued in April 30, 2002 by Grand  Cayman  branch.  The notes
have a ten-years term, pay interest  semi-annually  and can be totally,  but not
partially,  redeemed on April 30, 2007 or on each  subsequent date of payment of
interest.  The notes  bear a coupon of 9.375%  per annum in the first five years
and 11.79% per annum thereafter.

"Other liabilities - sundry", includes, basically,  provisions for personnel and
administrative  expenses  in the amount of  R$275,406,  provision  for labor and
civil litigations in the amount of R$758,371,  payments to be made to accredited
establishments of credit card in the amount of R$1,270,084 and sale of rights of
receipt of future flow of payment orders abroad in the amount of R$1,557,960.


13.  Tax Employee and Civil Litigations

Unibanco  Holdings is defendant in legal  actions  relating to tax  litigations.
Unibanco and its subsidiaries are defendants in several legal actions,  relating
principally  to income  taxes,  indirect  taxes and labor  claims.  Based on the
advice  of  our  external  counsel,  Unibanco  Holdings  and  Unibanco  recorded
provisions to offset possible future losses, based on the success probability of
the suits. Provisions recorded and the changes in the provision were as follows:


(a) Tax litigation

Unibanco  Holdings and Unibanco and its subsidiaries are involved in several tax
suits,  including those relating to the  constitutionality  of certain taxes and
the potential liability is fully provided.

(b) Employee litigation

Labor unions and former  employees filed several  lawsuits  against Unibanco and
its subsidiaries to seek  compensation for labor rights.  Unibanco cannot assure
that it will win these lawsuits and, based of this,  the  contingency  amount is
recorded as provision, based on the average of payments made.

(c) Civil litigation

There are other actions and claims filed against  Unibanco and its  subsidiaries
on  a  variety  of  matters,  including,  previous  economic  plans.  The  civil
litigations  provisions  are  recorded in  accordance  with the  probability  of
success in each type of claim.

(d) Bandeirantes shareholders' claims

Certain former minority  shareholders of Banco Bandeirantes S.A.  (Bandeirantes)
have initiated lawsuits against Bandeirantes,  Caixa Geral de Depositos,  former
controlling shareholders of Bandeirantes and/or against Unibanco. Certain former
shareholders of Banorte (a bank acquired by Bandeirantes  before Unibanco became
the controlling  shareholder of  Bandeirantes)  have also filed lawsuits against
Bandeirantes  and the Central Bank of Brazil,  seeking to terminate  the Central
Bank  intervention  in  Banorte  before  its  acquisition  by  Bandeirantes.  In
accordance with the Agreement  between Unibanco and Caixa Geral de Depositos for
the  acquisition  of a  controlling  interest  in  Bandeirantes,  Caixa Geral de
Depositos  assumed full  responsibility  for such lawsuits.  Therefore it is not
necessary to record provisions for this purpose.


14. Stockholders' Equity

(a) Capital

Subscribed and paid in capital comprises shares without par value, as follows:


Preferred  shares  class "A" have no voting  rights,  that have  priority in the
reimbursement of capital without premium in the case of the capital liquidation,
up to the  amount  of  capital  stock  represented  by  such  preferred  shares.
Preferred  shares class "A" have a dividend 10% per annum greater per share than
ordinary  shares and  participate  in equal  conditions  with  common  shares in
capital  increase from monetary  restatements of reserves and income.  Preferred
shares  class "B" have no voting  rights  that:  (i) are  entitled  to receive a
semi-annual  minimum dividend of R$0.15 per thousand shares;  (ii) have priority
in the reimbursement of capital in the case of the capital liquidation up to the
amount  of  capital  represented  shares  by such  preferred  shares  and  (iii)
participate in equal  conditions with common  shareholders in capital  increases
from monetary restatement of revenues,  reserves and income and any distribution
of dividends after dividends equal to the minimum R$0.15 per thousand shares.

Each Share Deposit Certificate (Unit) is represented by a preferred share issued
by Unibanco and by a Class B preferred share issued by Holdings and is traded in
the Brazilian market.

Each Global Depositary Share (GDS) is represented by 500 Units, and is traded in
the international market.

(b) Dividends and interest on own capital

Unibanco Holdings  distributes as dividend an equivalent amount of the dividends
received from its subsidiaries, as indicated in its articles of incorporation.

On July 24, 2002, the Board of Directors approved the distribution of dividends,
as an advance against the mandatory  dividend for 2002 in the amount of R$93,848
representing  R$1.1200 per 1,000 common shares and R$1.2320 per 1,000  preferred
shares. Class "A", R$1.1200 per thousand preferred shares class "B". The payment
of the dividends was made as from July 31, 2002.

For each Unit there were  dividends of R$2.3352  per 1,000 of Units  attributed,
R$1.1200 from Unibanco Holdings and R$1.2152 from Unibanco.

For each GDS there were dividends of R$1.16760 attributed.

(c) Capital reserves

These reserves are substantially represented by share premium reserve.


15. Income Tax and Social Contribution

(a) Deferred tax assets


Deferred tax assets recorded in "Other credits - sundry" are computed at the tax
rates in effect at each balance sheet date.  Deferred tax assets not  recognized
totaled R$ 142,595 in Consolidated.

The  deferred  tax assets were  classified  in current and  long-term  assets in
accordance  with  the  expected  realization  time,  which  is up to 5 years  in
Consolidated.

(b) Income tax and social contribution income (expenses)



16.  Commitments and Guarantees


17.  Related Party Transactions


Related-party  transactions  were made at average market rates, in effect at the
respective transaction dates, considering the absence of risk.


18. Financial Instruments

Unibanco enters into transactions in a variety of financial instruments recorded
in its own financial statements or off-balance sheet in memorandum accounts,  in
order to meet its own and its  customers'  needs to reduce  exposure  to market,
currency and interest rate risks.

The risks involved in these operations are managed through operational policies,
determination  of  limits  by the  Bank's  Financial  Committee  and by  closely
monitoring positions.

(a) Financial  instruments recorded in the financial statements compared to fair
values at September 30, 2002 are as follows:


The fair value of  marketable  securities  was based on the average rate for the
last  business  day of  the  quarter  as  informed  by  Stock  Exchanges,  trade
associations and external entities.

The fair value of interbank  deposits,  lending  operations,  interbank deposits
payable,  time  deposits  and  mortgage  notes,  was based on the  average  rate
practiced  by  Unibanco on the last  business  day of the  quarter,  for similar
operations.

The fair value of resources from securities  issued abroad and subordinated debt
was based on the average quoted prices in effect on the correspondent markets on
the last business day of the quarter, for similar operations.

The fair value of derivatives  was based,  principally,  on the average rate for
the last business day of the quarter for operations with similar  maturities and
indices,  as  informed  by  Futures  and  Commodities  Exchange - BM&F and trade
associations.

The fair  value of other  liabilities  related  to sale of rights of  receipt of
future flow of payment  orders  abroad was computed  considering  the value that
could be obtained in the corresponding market.

The fair value of treasury stocks was based on Units price at September 30, 2002
in the Sao Paulo Stock Exchange.

(b) The current  notional values and fair value of off-balance  sheet derivative
financial instruments at September 30 are as follows:


The  operations  above do not  represent  Unibanco's  total  exposure to market,
currency  and  interest  rate  risks  since  they only  consider  the  values of
off-balance sheet derivative financial instruments.

Unibanco had swap contracts with its subsidiaries, and the amounts at fair value
were the same of the current notional value.

The  amounts  of   receivables   under  the  swap  contracts  are  R$568,852  in
Consolidated  and the amounts of payables are R$574,607 in Consolidated  and are
recorded  in  "Marketable   securities  and  derivative  financial  instruments"
recorded in "Derivative  financial  instruments" in current and long-term assets
and as "Derivative financial  instruments" in current and long-term liabilities,
respectively.

(c) Notional at fair value distributed by trade location


The amount linked to guarantees  rendered on BM&F  transactions were R$1,240,551
in Consolidated and are represented by federal government securities.

(d) The maturities of derivative  financial  instruments recorded in off-balance
sheet memorandum accounts are as follows:

 

Interest  rate  and  currency  term  and  futures  contracts   represent  future
commitments to purchase or sell  financial  instruments at specific terms and at
specified  dates.  The  notional  amounts   represent  the  face  value  of  the
corresponding instrument at the date of the operations' liquidation.  The credit
risks  associated  with the future and term contracts are minimized due to daily
cash  settlements  and margin  account  deposits.  Future and term contracts are
subject  to the  risk  of  movements  in  interest  rates  or the  value  of the
underlying instruments.

Swap contracts  represent future  commitments to exchange  currencies or indices
for a contractual  period and terms. The notional amount represents the basis on
which the cash flows are determined.  The risks  associated with swaps relate to
the potential  inability or unwillingness of the counterparts to the contractual
conditions  and the risk  associated  with changes in market  conditions  due to
movements in interest rates and the exchange rate of currencies.

Options are contracts which: (i) transfer, modify, or reduce interest rate risk,
or (ii) allow the Bank to purchase or sell financial instruments in exchange for
the payment or receipt of a premium at inception of the contract. As a purchaser
of options,  Unibanco  pays a premium  and,  as a writer of options,  receives a
premium in exchange for bearing the risk of movements in future  interest  rates
on market prices for the underlying financial instruments. The credit and market
risks are limited to the extent of premiums  paid on  purchased  options and the
risk associated with the changes in market  conditions  could influence  written
options.


19.  Statements of Cash Flows



19.  Statements of Cash Flows - (continuation)


20.  Subsidiary Companies Information

The  following  tables show the balance sheet and the statement of income of the
most  relevant  Unibanco'  subsidiary  companies and the  eliminations  made are
related only for companies consolidated or combined in each group.

(a) The most important financial entities and subsidiaries in Brazil:


(b) Foreign  branches  and  subsidiaries,  includes  mainly the  accounts of the
foreign  branches:  Unibanco Grand Cayman and Nassau,  Credibanco - Grand Cayman
and Dibens - Grand Cayman;  banks:  Unibanco  (Luxembourg) S.A., Interbanco S.A.
(Paraguay),  Unibanco  Cayman Bank Ltd.,  and Unicorp  Bank & Trust Ltd.  (Grand
Cayman);  brokers: Unibanco Securities Limited (England) and Unibanco Securities
Inc. (USA):


The income tax and  social  contribution  expense  originated  from the  foreign
operations  is recorded in the  multiple  bank,  through the addition of the net
income from these operations into Unibanco taxable income.

(c) Insurance and private pension including Unibanco AIG Seguros S.A.,  Unibanco
AIG Saude Seguradora S.A. and Unibanco AIG Previdencia S.A.:


(d) Credit card companies, including the jointly controlled companies as follow:
Banco Credibanco S.A.  (formerly Cartao Unibanco Ltda.) (98.883%),  Bandeirantes
Administradora  de Cartoes de Credito e Assessoria S.A.  (100%),  Credicard S.A.
Administradora   de   Cartoes  de  Credito   (33.333%),   Orbitall   Servicos  e
Processamento  de  Informacoes  Comerciais  Ltda.  (33,333%)  and Redecard  S.A.
(31,943%):


(e)  The  companies  which  carry  out  consumer  credit   operation   includes,
principally,  Banco Fininvest S.A. (100%),  Banco Investcred Unibanco S.A. (50%)
and Luizacred S.A. Sociedade de Credito, Financiamento e Investimento (50%):


21.  Other Information

(a) "Other  operating  income" totaled  R$557,467 in  Consolidated  and includes
mainly foreign branches' and subsidiary  companies' exchange rate variation,  in
the net amount of  R$459,771  in  Consolidated  (see Note 7) and reversal of tax
litigation mainly due to fiscal amnesty of R$38,139 in Consolidated.

(b) "Other operating  expenses"  totaled  R$215,028 in Consolidated and includes
mainly provisions for contingencies  involving legal actions brought against the
Bank,  principally  labor  claims,  in the amount of R$41,676  in  Consolidated,
amortization  of goodwill on acquired  subsidiaries in the amount of R$24,121 in
Consolidated  and  R$16,907  related  to the sale of rights of receipt of future
flow of payment orders (Note 12) in Consolidated.

(c) Free benefits generation program

Unibanco and part of its employees sponsor a "Free Benefits  Generation Program"
(PGBL), a system whereby the participant  accumulates financial resources during
their career,  through  contributions paid by the employee and the Company where
he/she works.  These  contributions  are  invested  in an  Exclusive  Financial
Investment  Fund  (FIFE).  The  program  is based on defined  contribution.

The  program  is  managed  by  Unibanco  Previdencia  S.A.  and  Unibanco  Asset
Management  - Banco  de  Investimento  S.A.  is  responsible  for the  financial
management of the FIFE funds.

The  contributions  made by employees vary according to their ages between 1% to
9%, and the  contributions  made by  Unibanco  vary  according  to the return on
equity in the prior year between 50% and 200% of the participant's contribution,
directly related to the return on equity.

As a result of Banco  Bandeirantes'  acquisition,  Unibanco and a portion of its
employees also sponsor a defined contribution pension plan administered by Trevo
- Instituto Bandeirantes de Seguridade Social, a private pension entity, for the
primary  purpose  of  supplementing  the  retirement  benefits  provided  by the
government retirement plans (99% of beneficiaries).

During the quarter  ended  September  30, 2002,  the  contribution  was R$744 in
Consolidated.

(d) Stock option program

The  Extraordinary  Shareholders'  Meeting held on October 31, 2001 approved the
stock option program,  denominated Performance.  The objective of Performance is
to foster  the  executives'  long-term  commitment  to the  highest  performance
standards, as well as attract, retain and motivate new talents,  Pursuant to the
Performance  program,  the  executives  of Unibanco can be granted stock or unit
options  that can be  exercised  between 2 to 5 years.  The  option  rights  are
limited  to 1% of the  authorized  capital  per year and the  amount  granted is
limited to 10% of the authorized capital, as a whole.

Up to September 30, 2002, Unibanco granted 642,400,000  (28,000,000 in the third
quarter of 2002) stock options, in the form of Unit. The term of the exercise is
between  January 21, 2005 and August 12, 2008, at an average  exercise  price of
R$92.45.

(e)  Assets  leased  to third  parties,  in the  amount of  R$1,258,003,  net of
depreciation, are committed for sale to the lessees, at their option, at the end
of the  respective  contracts for R$982,926 and the residual  value  received in
advance from these lessees amounts to R$728,431, classified as reduction account
of leasing operations. Assets leased from third parties are not relevant.

(f) Unibanco and its  subsidiaries  insure their properties and equipment to the
extent  considered  necessary to cover possible losses,  taking into account the
nature of the  activity.  At  September  30,  2002,  the  insurance  coverage on
properties and other assets in use totaled R$1,120,659 in Consolidated.




                                      * * *




(Convenience  translation  into English from the original  previously  issued in
Portuguese)

CVM CODE                UNIBANCO HOLDINGS  S.A.          COMMERCIAL,  INDUSTRIAL
01475-3                 DATE - SEPTEMBER  30,  2002       AND  OTHER  COMPANIES
                        QUARTERLY   INFORMATION           Corporate Legislation
--------------------------------------------------------------------------------

COMMENTS ON PERFORMANCE FOR THE QUARTER


Operating Performance

Since  Unibanco  Holdings S.A's equity is  substantially  invested in Unibanco -
Uniao de Bancos  Brasileiros S.A., we provide below  significant  information on
that Bank's performance:


Unibanco Holdings S.A.

Earnings and stockholders' equity

Net income of Unibanco  Holdings  S.A. for the nine months ended of 2002 reached
R$444 million and R$161 million in the third quarter of 2002. Earnings per 1,000
shares was  R$5.33,  considering  the  average  outstanding  shares for the nine
months.   The  annualized   return  on  average   stockholders  was  16,3%.  The
stockholders'  equity reached R$3,737 million at September 30, 2002 and the book
value per 1,000 shares was R$44.80.


Unibanco - União de Bancos Brasileiros S.A.

Net Income and Stockholders' Equity

Net income for the  nine-month  period ended  September  30, 2002 reached  R$744
million,  up 1.8% the same period last year. Net income for the third quarter of
2002 stood at R$269 million, 6.3% over the second quarter of 2002.

Earnings  per 1000  shares  reached  R$1.94 in the third  quarter of 2002,  6.3%
higher than the R$1.83 posted in the second quarter of 2002.

Stockholders'  equity stood at R$6.2  billion in September  2002, an increase of
2.3% when compared to September 2001.


Assets

Unibanco's  consolidated  total assets  reached  R$73.4 billion on September 30,
2002,  representing a growth of 16.0% for the quarter and 26.5% over the past 12
months.  R$28.2  billion of Unibanco's  total assets were  lending,  leasing and
other  credits,   R$21.3  billion  were  marketable  securities  and  derivative
financial  instruments - issued primarily by the federal  government - and R$8.5
billion were interbank investments.


Securities Portfolio

The 36.9%  devaluation  of the real  during the  quarter  was the main factor to
impact  the  balance  of  securities.  Since the  securities  portfolio  held to
maturity  consists  largely of securities  indexed to the foreign exchange rate,
their balance increased compared to other assets.


Lending, leasing and other credits Portfolio

The lending,  leasing and other credits  portfolio in September  2002, at R$28.5
billion,  increased by 7.4% over the quarter - slightly  above the market growth
of 6.7%. For the last twelve months, the growth posted was 11.9%.

Since personal lending,  leasing and other credits are not dollar-indexed,  they
were not  affected  by the Real  devaluation.  The  consumer  credit  companies'
lending,  leasing  and other  credits  portfolio  posted a 10.6% drop during the
quarter. The reduction in the volume of credit operations at these companies was
driven by more rigid credit granting policies. As regards September 2001, Retail
lending,  leasing and other credits rose by 3.1%,  especially in consumer credit
to Unibanco's clients.

The credit portfolio in the Wholesale segment, including Private Banking, posted
a 10.2% growth relative to the previous quarter and 18.4% in the year, which can
be mostly ascribed to the exchange rate fluctuation. Excluding the exchange rate
effect, the portfolio would have decreased by 0.4% in the quarter.


Allowance for Lending, leasing and other credits Losses

At the end of September 2002, the  consolidated  allowance for lending,  leasing
and other credits losses balance totaled R$1,900 million, up 13.8% when compared
to June 2002 mainly due to an increase  in excess  provisions  above the minimum
required by  Resolution  2682.  Total  provisions  increased  from 6.3% of total
lending,  leasing and other credits in June 2002 to 6.7% at the end of September
2002.

D-H rated  lending,  leasing and other credits,  as a % of the total  portfolio,
posted a decrease of 1%, from 8.5% to 7.5% compared to the June 2002's  balance.
That was driven by a more rigid credit granting  policy at Fininvest.  Top-rated
lending,  leasing  and  other  credits  classified  as AA-C,  represented,  on a
cumulative  basis,  92.5% of the  portfolio in September  2002,  above the 91.5%
level posted in June 2002.

Funding

The following table shows Unibanco's consolidated funding:


In September 2002, Unibanco's overall funding reached R$78.7 billion,  including
R$19.3 billion in funds under management, up 12.6% and 22.3% over the past three
and twelve months, respectively. Total local and foreign funding increased 19.1%
over the  quarter  to R$59.4  billion  on  September  30,  2002.  Local  funding
increased  21.2% in the  quarter  to  R$41.9  billion,  mainly  due to growth in
deposits and open market funding.

In an  environment  characterized  by  scarce  trade  finance  lines to  Brazil,
Unibanco signed,  in October 2002, an agreement with the  International  Finance
Corporation  ("IFC"),  for a 360-day term Trade  Finance  Facility  amounting to
US$175 million. At maturity, approximately US$50 million may be renewed for more
360-day, at Unibanco's discretion.  The other US$125 million was syndicated to a
pool  of  18  banks  and  represents  the  first  tranche  of a  US$250  million
pre-approved credit limit under the IFC Facility.

Funds and portfolios managed by UAM - Unibanco Asset Management  impacted by the
mark-to-market  rule reached the end of September with R$19.3 billion in assets,
a 2.8% drop over the September 2001 figure and 3.7% when compared to June 2002.


Capital Adequacy Ratio


The BIS ratio over the quarter was 12.3% in September 30, 2002. In October 2002,
the Brazilian Central Bank edited Circular 3156 that changed the weighting rules
of the net  foreign  exchange  exposure  for the Basel  calculation.  The factor
applicable to net exposure,  which was previously 50%, became 100%. Furthermore,
the Central Bank reduced the maximum allowed  exposure to the exchange rate from
60% to 30% of the  reference  equity  base.  This new rule came  into  effect in
October 2002.


Main Subsidiaries and Affiliates

Insurance

The  insurance  companies,  Unibanco  AIG  Seguros  and AIG Brasil  generated  a
consolidated  net  income  of  R$192  million  in the  nine-month  period  ended
September  30, 2002, up 47.7% the same period last year. In the third quarter of
2002, net income  reached R$66 million,  down 12% compared to the second quarter
of 2002,  caused by an increase  in the claim  ratio,  due to  property  damages
caused by the atypical  windstorms that occurred during this period,  as well as
by the increase in claims in the power and aviation sectors.


Private Pension Plans

Unibanco AIG  Previdencia  earned R$24  million in net income in the  nine-month
period ended  September  30, 2002, up 50% over the same period last year. In the
third quarter of 2002 net income  reached R$7 million,  down 15% from the second
quarter of 2002,  largely due to the rise of the IGPM  general  price index over
the last few months,  which  increased  the burden of  liabilities  tied to this
index.

In September 2002,  technical reserves stood at R$1.7 billion,  up 5.8% over the
second quarter of 2002 and 23.6% in the last 12 months.


Credibanco - Cartão Unibanco

Credibanco - Cartão Unibanco's total earnings stood at R$35 million in the third
quarter of 2002 and R$88 million in the  nine-month  period ended  September 30,
2002. The  annualized  return on average equity stood at 43.3% in the nine-month
period ended September 30, 2002. The company's  credit card operations  posted a
net income of R$59 million in the nine-month period ended September 30, 2002 and
R$23 million in the third quarter of 2002,  representing a growth of 29.2% above
the third quarter of 2001. Other Credibanco  operations  generated net income of
R$29 million in the nine-month  period ended September 30, 2002 and R$12 million
in the third quarter of 2002.


Credicard Group

The Credicard group - formed by the companies Credicard, Redecard and Orbitall -
posted  net  income  of R$127  million  in the third  quarter  of 2002 and R$473
million in the nine-month  period ended September 30, 2002 of which R$54 million
and R$189 million contributed  respectively to the bank's earnings.  Billings of
the  Credicard  group were R$8.1 billion in the third quarter of 2002 and R$22.8
billion in the  nine-month  period ended  September  30, 2002,  18.8% above same
period  last year.  The  group's  good  performance  is related to growth in the
volume of  transactions  and to reductions in expenses with credit losses in the
period.


Fininvest

Fininvest  contributed  with  R$28  million  to  Unibanco's  bottom  line in the
nine-month period ended September 30, 2002, representing a 18% annualized return
on average  equity.  The quarter  result was affected  both by the change in the
product mix and more prudent credit granting policies,  resulting in a reduction
of assets.  The  restructuring  and  integration of activities with Unibanco and
Credibanco,  responsible  for the reduction of  Fininvest's  number of employees
from 5,000 to 3,000, also contributed to the company's result. The company ended
the period with R$1.1 billion in lending,  leasing and other credits  (excluding
LuizaCred  operations),  3.5  million  active  customers  and 108  stores in the
country's main markets.


LuizaCred

LuizaCred consumer finance company,  Fininvest's  subsidiary  resulting from the
Magazine Luiza  partnership,  reached a net income of R$3.2 million in the third
quarter of 2002 and R$9 million in the  nine-month  period ended  September  30,
2002. The  annualized  return on average equity stood at 52.9% in the nine-month
period ended  September  30, 2002.  LuizaCred  ended  September  2002 with R$168
million in lending, leasing and other credits and 900,000 active customers.


Investcred

Investcred  Unibanco bank, Globex - Ponto Frio partnership,  posted a net income
of R$9 million in the third quarter of 2002.  During the nine-month period ended
September 30, 2002, net income reached R$17 million and the annualized return on
average equity stood at 21.7%. At the end of the third quarter of 2002, the loan
portfolio  totaled R$539 million and the number of active customers  reached 2.9
million.


Banco Dibens

Banco Dibens,  an  association  with the Verdi Group  targeting the financing of
vehicles,  posted a net income of R$7  million in the third  quarter of 2002 and
R$25 million in the  nine-month  period  ended  September  30, 2002,  the latter
representing a the annualized  return on average equity of 21.2%. The bank ended
the quarter with a R$1.2 billion loan portfolio, 20% higher than September 2001.


Capitalization

Unibanco  Capitalização  posted  sales of R$68  million in the third  quarter of
2002,  up 8% when  compared  to third  quarter  of 2001 and 5% above the  second
quarter of 2002.  Administrative  expenses  totaled R$9 million  representing  a
reduction  of 23% above the third  quarter  of 2001.  Net  income  reached  R$14
million in the third  quarter of 2002, up 55.6%  compared to the second  quarter
2002. In the  nine-month  period ended  September 30, 2002,  net income was R$36
million resulting in a annualized return on average equity of 37.1%.


Asset Management

Unibanco  Asset  Management - UAM ended  September  2002 with R$19.3  billion in
assets under management,  down 2.8% when compared to September 2001 and 3.7% vs.
June 2002. This decrease  results from the changes in the  mark-to-market  rules
for fund  portfolios,  as  determined  by the Central  Bank of Brazil on May 31,
2002. These changes caused a significant migration of funds to deposits,  mainly
to time  deposits.  At Unibanco,  total  deposits  grew by more than 4 times the
decrease in funds under management:  deposits were up by R$ 3.2 billion, against
a drop of R$0.7  billion in assets  under  management.  UAM's  market  share was
maintained at 4.6%.


Performance Overview

The Brazilian Economy

In July, the Central Bank reduced the Selic interest rate to 18.00%, from 18.25%
per year. The rise of the dollar and the ensuing pressure on inflation, however,
put a stop to the process of cutting  interest  rates.  In October,  in order to
reduce the pressure for price  increases,  the Monetary  Policy Council  (Copom)
raised the Selic rate to 21% per year. the third quarter of 2002  inflation,  as
measured by the IPCA consumer  price index,  reached  2.6%,  vs. 2.3% during the
same period in 2001.  Economic  activity  suffered  as a result of  deteriorated
expectations and the pressure on the exchange rate. Industrial production during
the quarter rose by a modest 3.2% vs. the same period last year, and by 4.9% vs.
the second quarter.

In view of the  deterioration of the  macroeconomic  scene, the financial system
was more prudent  regarding  the expansion of the credit  portfolio.  During the
third  quarter,  total credit in the financial  system rose by 6.7%; the private
segment of the financial  sector  expanded its credit  portfolio by 5.1% and the
government system by 7.6%.


Results

The third  quarter of 2002  financial  intermediation  revenues of R$5.7 billion
rose 42.7% vs. the last quarter.  In the nine-month  period ended  September 30,
2002 the growth was 41.5%  relative to the same period last year.  The  adjusted
results provided by securities posted a 67.4% growth during the quarter,  due to
the  increase in balances and the exchange  rate  fluctuation.  The revenues and
expenses  from  financial  intermediation  were  mostly  affected by the foreign
exchange fluctuation. The average spreads of the Retail and Wholesale portfolios
remained  unchanged in the third quarter of 2002 vs. the second quarter of 2002.
The net adjusted  financial  margin,  considering  the net impact on investments
abroad,  stood at 10.7% in the third quarter of 2002 and 10.5% in the nine-month
period ended September 30, 2002.

Expenses  with  provisions  for loan losses  totaled  R$717 million in the third
quarter of 2002, up 17.0% over the second  quarter of 2002. In the third quarter
of 2002 provisions  increased by R$209 million due to more  prudential  criteria
than those required by Resolution 2682.

Additionally,  also due to prudential  measures,  several other  provisions were
reinforced during the quarter amounting to R$74 million.

Investments  abroad  totaling  R$3.8  billion  and R$2.8  billion  at the end of
September and June 2002, respectively, were kept approximately 60% hedged.


Fees from Services Rendered

Total fees from  services  rendered in the third  quarter of 2002 totaled  R$670
million,  a 19.6% increase from the third quarter of 2001 and a 5.3% rise to the
last quarter.  During the nine-month period ended September 30, 2002, total fees
from services rendered, of R$1.9 billion,  posted a 19.2% growth compared to the
same period last year.

The third  quarter of 2002 banking fees of R$348  million grew by 27.5% from the
third quarter of 2001, and 9.4% over the second quarter of 2002. This growth was
due to the increase in Unibanco's  customer base, a greater activation ratio and
an increased product penetration per customer.

Revenues from the credit card business amounted to R$258 million in the quarter,
remaining  stable  relative  to the second  quarter of 2002.  In the  nine-month
period ended  September  30, 2002,  credit card  revenues  showed an increase of
23.2% compared to the same period last year.  This  performance is due to higher
than market growth in billings, 18.6% vs. 10.2% for the market and the growth in
the card portfolio.

The percentage of personnel and administrative expenses covered by fees stood at
60.7% in the third  quarter  of 2002 and 60.2% in the  nine-month  period  ended
September 30, 2002. This indicator has been improving consistently over the last
few  years.  In the  third  quarter  of 2002,  it  suffered  the  impact  of the
collective bargaining agreement, as well as of the bank workers' category single
bonus. Excluding these effects, the index would be 62.7% in the third quarter of
2002.

Personnel and Administrative Expenses

Personnel  expenses  increased  by 10.2% and 1.4% when  compared  to the  second
quarter of 2002 and the third quarter of 2001,  respectively.  In the nine-month
period ended September 30, 2002, expenses posted a growth of R$34 million (2.8%)
relative to the same period last year.

At the Multiple Bank, the R$36 million (12.9%) increase in personnel expenses in
the third  quarter of 2002 vs. the second  quarter of 2002 was due to the impact
of wage  adjustments  and of the single bonus that  resulted  from the September
2002 collective bargaining  agreement.  In the nine-month period ended September
30, 2002,  expenses  fluctuated by only R$21 million  (2.5%) vs. the same period
last year.  When one takes into  account the impact of the  September  2001 wage
adjustment  and the organic  growth  program,  this  results  clearly  shows the
benefits of the bank's cost-cutting measures.

As for Unibanco's main subsidiaries and associated companies,  the third quarter
of 2002  personnel  expenses  rose by 4.1% vs. the previous  quarter and, in the
nine-month  period ended  September 30, 2002 vs. the same period last year, they
increased by R$13 million  (3.6%).  This increase  resulted from the  collective
bargaining  agreement and the measures  taken to spur the organic  growth of the
businesses.  The  increase  was  offset  by  cost  optimization,  especially  at
Fininvest, where expenses already reflect the review of operating procedures.

The nine-month period ended September 30, 2002  administrative  expenses rose by
R$172 million (9.9%) relative to the previous year, whereas the third quarter of
2002's  expenses  grew by R$25 million or 3.9%  compared to the third quarter of
2001.

The Multiple Bank's administrative  expenses increased by R$16 million (4.3%) in
the third quarter of 2002 and by R$75 million  (7.2%) in the  nine-month  period
ended September 30, 2002 vs. the same periods last year.  Cost-cutting  measures
taken helped to absorb the impact of the rate  increases in telephone  services,
power, postage, data transmission,  transportation and preparation of money that
took place over the course of the  six-month  period ended  December of 2001 and
the  nine-month  period  ended  September  30,  2002,  as well as of the  volume
increases that resulted from the organic growth program ContAtiva.

The subsidiaries and associated companies posted a R$97 million (13.9%) increase
in the nine-month period ended September 30, 2002 vs. the same period last year,
as a result of the  several  measures  taken to expand the volume of business of
these companies.


Efficiency Ratio

The third quarter of 2002 efficiency ratio posted a slight increase  compared to
the  previous  quarter  from  52.6%  to  55.6%,  due  mostly  to the  collective
bargaining and the single bonus paid to all bank workers. If one disregards this
impact,  the ratio would be 53.9%. In the nine-month  period ended September 30,
2002 the ratio posted an improvement.


Operating Highlights

Retail Bank

-    Unibanco  acquired 665,000 new bank accounts through the ContAtiva  Program
     in the nine-month  period ended September 30, 2002. In the third quarter of
     2002, 209,000 new bank accounts were opened,  keeping the pace of more than
     200,000  accounts per quarter.  The  continuing  growth  indicates that the
     initial goal of opening 1.8 million new bank accounts,  originally foreseen
     to be performed in October 2003, should be reached ahead of schedule in the
     first quarter of 2003.  This program  seeks to gain,  for the network under
     the Unibanco brand,  customers whose monthly income is higher than R$1,000.
     This  achievement,  coupled with  customers,  savings  account  holders and
     retirees at the end of the quarter totals 5.6 million  customers  under the
     Unibanco  brand.  When added to our consumer  finance  clients  (Fininvest,
     Investcred, LuizaCred), Unibanco services 12.9 million customers.


-    Unibanco  reached the end of September  2002 with 1,429 points of sale,  as
     follows: 799 branches,  444 corporate-site  branches,  78 in-store branches
     and 108 Fininvest stores.

-    The retail loan  portfolio,  at R$11 billion in September 2002, was up 3.2%
     compared to last quarter.

-    Retail bank's deposits and funds grew from a R$15.9 billion balance in June
     2002 to R$17.8 billion in September 2002.


Wholesale Bank

-    The Wholesale Bank reached,  at the end of September  2002,  total lending,
     leasing and other credits of R$17.5  billion up 10.2% when compared to June
     2002.  The  portfolio  growth in the quarter was mostly due to the exchange
     rate  devaluation  of 36.9%  in the  period.  Excluding  this  impact,  the
     portfolio would have decreased by 0.4%

-    Wholesale  bank's funding  (deposits and funds  accounts)  increased from a
     balance of R$25.6 billion in June 2002 to R$26.1 billion in September 2002.

-    In an  environment  characterized  by scarce trade finance lines to Brazil,
     Unibanco  signed,  in October  2002,  an agreement  with the  International
     Finance  Corporation  ("IFC"),  for a 360-day term Trade  Finance  Facility
     amounting to US$175 million.  At maturity,  approximately US$50 million may
     be renewed for more 360-day,  at Unibanco's  discretion.  The other US$ 125
     million  was  syndicated  to a pool of 18 banks  and  represents  the first
     tranche  of a US$ 250  million  pre-approved  credit  limit  under  the IFC
     Facility.

-    As a financial agent in the BNDES (Brazilian  Development  Bank) Onlendings
     segment,  Unibanco disbursed R$761.6 million in the nine-month period ended
     September 30, 2002 with a 8.1% market share and ranking first among private
     sector banks in disbursements.  In the overall ranking,  Unibanco is placed
     2nd after Banco do Brasil. In BNDES-exim  Unibanco disbursed R$150 million,
     with a 7.4% market share in the nine-month period ended September 30, 2002.

-    In Debt Capital Markets, Unibanco maintained its # 1 rank, both in terms of
     origination and distribution of securities, with a 21% market share in both
     categories.  During the first the  nine-month  period ended  September  30,
     2002, Unibanco coordinated twelve deals amounting to R$4.3 billion of which
     Unibanco underwrote R$1.7 billion.

-    In the Syndicated Loans segment,  in the nine-month  period ended September
     30, 2002, Unibanco took part as Arranger in 11 deals totaling R$3.2 billion
     and as Co-Arranger in nine transactions, totaling R$1.9 billion.

-    In Cash Management,  more than 77 thousand corporate clients use Unibanco's
     cash management  services,  such as payments and credit.  In the nine-month
     period  ended  September  30,  2002,  the  financial  margin  of  the  cash
     management  services  rose by 20.3%  relative  to the same  period in 2001,
     reaching the level of R$237 million.


Insurance and Private Pension Plans

-    According  to August 2002 figures  made  available  by SUSEP,  Unibanco AIG
     Seguros e Previdencia ranked 1st in the fire insurance segment,  with R$230
     million in premiums and growth of 21.7%  relative to the previous  quarter.
     The company also maintained its leadership of the following  segments:  D&O
     (Directors   &  Officers  -  executive   liability),   extended   warranty,
     residential,  international transportation,  aeronautical and petrochemical
     risks.

-    Unibanco AIG Previdência  headed the period's ranking in terms of corporate
     sales,  with a  volume  of R$230  million,  14.3%  ahead of the  runner-up,
     according to the official  statistics released by ANAPP in August 2002. The
     company  services   approximately  513,000  individual  customers  and  871
     corporate clients.


Wealth Management

-    The  Wealth  Management  segment  comprises   Unibanco's  asset  management
     business and private  banking,  thus benefiting from the natural  synergies
     between the two areas.

-    Private pension funds under UAM's  management  reached the end of September
     2002 with assets totaling R$4.2 billion.  The company is the second largest
     manager in this segment, with a 10.9% share, according to Anbid.

-    Investment  funds  managed by UAM stood out in the  rankings  published  by
     Exame  magazine  and  Gazeta  Mercantil   newspaper.   Exame's  "Best  2002
     Investment  Funds  Guide"  classified  seven  UAM  funds as  being  5-stars
     investments.  According to Exame,  UAM was chosen the best manager in three
     out of six asset  categories:  fixed income,  equities and leveraged funds.
     UAM was also elected the 2nd best  manager of funds in the Retail  segment.
     In the Gazeta  Mercantil the second  quarter of 2002  ranking,  released on
     July 26,  two UAM funds  were  awarded  the top  place in their  respective
     categories.

-    Private Banking reached R$9.5 billion in funds under  management by the end
     of September 2002, up 24.8% vs. the previous quarter.


Technology and the Internet

-    The user base of Unibanco's  Internet Banking continued to grow. It reached
     869,000  users,  41% above December  2001's  615,000  users.  The number of
     transactions  reached the figure of 51.7 million in the  nine-month  period
     ended  September 30, 2002,  representing a 63% growth compared to 9M01. The
     financial volume in the nine-month period ended September 30, 2002 stood at
     R$4.0 billion, 37% greater than that of the same period last year.

-    The new  version of  Internet  Banking for  corporates,  introduced  in the
     period,  has already more than 50,000  customers that previously  relied on
     the 30-Hour  micro  service.  This  replacement  by a web-based  technology
     provides   greater   flexibility   and  mobility  to  the  user  community,
     facilitating  the updating of versions and the addition of new offers.  The
     consolidation  of this channel is essential for the bank's growth strategy,
     strengthening the portfolio of products specifically designed for corporate
     clients.

-    The 30-Hour  Telephone  service was  considered the best call center in the
     financial  market,  according to IBOPE research.  In this survey,  Unibanco
     achieved a grade of 6.5 out of 7 in Customer Servicing. Of the total number
     of calls received by the 30-Hour Phone Service, a record 86% were processed
     solely by the electronic servicing system.


Community-oriented Activities

-    In September, the 2002 Social Welfare Action (SuperAção Social) program was
     launched, this time involving all Unibanco`s employees.  This program is an
     employee  initiative  geared at  encouraging  volunteer work through social
     welfare  activities.  Last year, more than 3,200 employees  participated in
     the initiative, helping more than 80 social welfare organizations..

-    The  Junior  Achievement  program  consists  of one of the  most  important
     educational  projects for  youngsters  focusing on the business  world.  In
     September 2002, new groups were started in five public  schools,  involving
     870 elementary school students and 83 Unibanco volunteers.

-    The  traditional  Clothing  Campaign  received a record number of donations
     this year. More than 11,000 kg of clothing were collected,  almost twice as
     much as in 2001. Similarly to previous years, for each kg obtained Unibanco
     donated a blanket.

-    In August  2002,  Unibanco  contributed  to the  construction  of the Basic
     Healthcare  Unit of the  Family  Health  Association  (Associacao  Saude da
     Familia),  in the district of Sapopemba in São Paulo.  It will service some
     30,000 needy people per month.

-    In the third quarter of 2002,  Unibanco Ecology (Unibanco Ecologia) donated
     another eight environmental  centers: in the cities of Santos, Santo Andre,
     Belo Horizonte, Brasilia, Goiania, Salvador, Vitoria and Recife.


Unibanco Pessoas (Human Resources)

-    Unibanco carries out several  professional  development  initiatives geared
     towards  both  training/technical   education  and  behavior,  totaling  an
     investment  of roughly  R$6.2  million in the the  nine-month  period ended
     September 30, 2002. Thus, it invests in activities that range from specific
     training programs (either  multimedia or in loco) to MBA programs in Brazil
     or abroad.

-    As a result of its strategy of  developing  closer ties with  universities,
     such as the  University of Sao Paulo  Polytechnic  School  (Poli-USP),  the
     Getulio Vargas Foundation (FGV), the University of Campinas (Unicamp),  the
     Catholic University (PUC) and IBMEC, among others, Unibanco has carried out
     several  activities that attracted  roughly 32,000 people interested in the
     2003 Trainee Program.

Unibanco is committed to hiring disabled  people.  One of the activities in this
area  is  the  Program  for  Professional   Qualification  of  Disabled  People,
coordinated  by Febraban and sponsored by another five  financial  institutions.
The first stage of this program has qualified 160 people.


(Convenience  translation  into English from the original  previously  issued in
Portuguese)

CVM CODE                UNIBANCO HOLDINGS  S.A.          COMMERCIAL,  INDUSTRIAL
01475-3                 DATE - SEPTEMBER  30,  2002       AND  OTHER  COMPANIES
                        QUARTERLY   INFORMATION           Corporate Legislation
--------------------------------------------------------------------------------

OTHER MATERIAL INFORMATION FOR THE COMPANY

The following informations were elaborated as from September 30, 2002

(a) List of the shareholders that hold more than 5% of voting capital, direct or
indirect.


(b) The  characteristics  and the  quantity  of  securities  issued by  Unibanco
Holdings S.A. that are direct or indirect held by the majority shareholder,  the
Directors and the Executive Officers:


(c) Changes in the direct and indirect ownership hold by the majority
shareholder, the Directors and the Executive Officers, since September 30, 2001


(d)  Quantity of  outstanding  shares and its  percentage  related to the issued
total shares.

 


 

 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 19, 2002

 
UNIBANCO HOLDINGS S.A.

 

By:
 
/S/ Israel Vainboim

   
Israel Vainboim
Director and Chief Executive Officer
By:
 
/S/ Mauro Agonilha

   
Mauro Agonilha
Director and Chief Financial Officer
 

 

 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements.These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.