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Table of Contents **** PRESENTATION OF FINANCIAL AND OTHER INFORMATION

   4FORWARD-LOOKING STATEMENTS

   5PART I

   6ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

   6ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

   6ITEM 3. KEY INFORMATION

   63.A. SELECTED FINANCIAL DATA

   63.B. CAPITALIZATION AND INDEBTEDNESS

   93.C. REASONS FOR THE OFFER AND USE OF PROCEEDS

   93.D. RISK FACTORS

   9ITEM 4. INFORMATION ON THE COMPANY

   234.A. HISTORY AND DEVELOPMENT OF THE COMPANY

   234.B. BUSINESS OVERVIEW

   274.C. ORGANIZATIONAL STRUCTURE

   1114.D. PROPERTY, PLANTS AND EQUIPMENT

   111ITEM 4A. UNRESOLVED STAFF COMMENTS

   111ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

   1115.A. OPERATING RESULTS

   1115.B. LIQUIDITY AND CAPITAL RESOURCES

   1365.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

   1495.D. TREND INFORMATION

   1495.E. OFF-BALANCE SHEET ARRANGEMENTS

   1495.F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

   1495.G. SAFE HARBOR

   149ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

   1496.A. BOARD OF DIRECTORS AND BOARD OF EXECUTIVE OFFICERS

   1496.B. COMPENSATION

   1616.C. BOARD PRACTICES

   1616.D. EMPLOYEES

   1656.E. SHARE OWNERSHIP

   166ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

   1677.A. MAJOR SHAREHOLDERS

   1677.B. RELATED PARTY TRANSACTIONS

   1707.C. INTERESTS OF EXPERTS AND COUNSEL

   171ITEM 8. FINANCIAL INFORMATION

   1718.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

   1728.B. SIGNIFICANT CHANGES

   173ITEM 9. THE OFFER AND LISTING

   1739.A. OFFER AND LISTING DETAILS

   1739.B. PLAN OF DISTRIBUTION

   1769.C. MARKETS

   1769.D. SELLING SHAREHOLDERS

   1789.E. DILUTION

   1789.F. EXPENSES OF THE ISSUE

   178ITEM 10. ADDITIONAL INFORMATION

   17810.A. SHARE CAPITAL

   17810.B. MEMORANDUM AND ARTICLES OF ASSOCIATION

   17810.C. MATERIAL CONTRACTS

   18610.D. EXCHANGE CONTROLS

   18610.E. TAXATION

   18710.F. DIVIDENDS AND PAYING AGENTS

   19210.G. STATEMENT BY EXPERTS

   19210.H. DOCUMENTS ON DISPLAY

   19310.I. SUBSIDIARY INFORMATION

   193ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   193ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

   19612.A. DEBT SECURITIES

   19612.B. WARRANTS AND RIGHTS

   196


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12.C. OTHER SECURITIES

   19712.D. AMERICAN DEPOSITARY SHARES

   197PART II

   197ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

   197ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

   197ITEM 15. CONTROLS AND PROCEDURES

   197ITEM 16. [RESERVED]

   19816.A. AUDIT COMMITTEE FINANCIAL EXPERT

   19816.B. CODE OF ETHICS

   19816.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

   19816.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

   19916.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

   19916.F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

   20016.G. CORPORATE GOVERNANCE

   200PART III

   202ITEM 17. FINANCIAL STATEMENTS

   202ITEM 18. FINANCIAL STATEMENTS

   202ITEM 19. EXHIBITS

   203SIGNATURES

   204


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Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATIONForm 20-F  PRESENTATION OF FINANCIAL AND OTHER INFORMATION
 In this annual report, the terms "Bradesco," the "Company," the "Bank," the "Bradesco Group," "we,” the “Organization,” “our” and "us" refer to Banco Bradesco S.A., asociedade anônimaorganized under the laws of Brazil and, unless otherwise indicated, its consolidated subsidiaries. All references herein to "real," "reais" or "R$" refer to the Brazilian Real, the official currency of Brazil. References herein to "U.S. dollars," "dollar" and "US$" refer to United States dollars, the official currency of the United States of America (USA). Our audited consolidated financial statements as of and for the years ended December 31, 2016, 2015 and 2014 and the corresponding notes, which are included under "Item 18. Financial Statements" of this annual report, were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). We use accounting practices adopted in Brazil for financial institutions authorized to operate by theBrazilian Central Bank (Banco Central do Brasil), or the "Central Bank,"for certain purposes, such as performance assessment, decision-making, preparation of reports for Brazilian shareholders, filings with the Brazilian Securities and Exchange Commission (CVM) and determining dividend and federal income tax payments. Some data related to economic sectors presented in this annual report was obtained from the following sources: B3, or(“’B3”, ex-BM&FBOVESPA); Brazilian Association of Credit Card Companies and Services (Associação Brasileira das Empresas de Cartão de Crédito e Serviços),or ("ABECS"); Brazilian Association of Leasing Companies (Associação Brasileira de Empresas de Leasing), or ("ABEL"); Brazilian Association of Financial and Capital Markets Entities(Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais), or ("ANBIMA"); Brazilian Health Insurance Authority(Agência Nacional de Saúde Suplementar), or ("ANS"); Central Bank;Brazilian Bank of Economic and Social Development (Banco Nacional de Desenvolvimento Econômico e Social), or ("BNDES"); National Association of Private Pension Plans and Life (Federação Nacional de Previdência Privada e Vida), or ("FENAPREVI");Getulio Vargas Foundation(Fundação Getulio Vargas), or ("FGV");andPrivate Insurance Superintendence(Superintendência de Seguros Privados), or ("SUSEP"). Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. References in this annual report to the “common shares” and “preferred shares” are to our common shares and preferred shares, respectively, and together our "shares." References to “preferred share ADSs”in this annual report areto preferred share American Depositary Shares, each representing one preferred share. The preferred share ADSs are evidenced by preferred share American Depositary Receipts, or preferred share ADRs, issued pursuant to an Amended and Restated Deposit Agreement, dated as of July 22, 2009, by and among us, The Bank of New York Mellon, as depositary, and the holders and beneficial owners of preferred share ADSs evidenced by preferred share ADRs issued thereunder (the“PreferredShareADS Deposit Agreement”). References to "common shareADSs"in this annual reportare related to common share American Depositary Shares,witheachcommon share ADSrepresenting one common share. The common share ADSs are evidenced by common share American Depositary Receipts, orcommon share ADRs, issued pursuant to a Deposit Agreement dated as of March 13, 2012, by and among us, The Bank of New York Mellon, as depositary, and the holders and beneficial owners of common share ADSs evidenced by common share ADRs issued thereunder (the "Common ShareADSDeposit Agreement" and,together with the“Preferred Share ADSDeposit Agreement,” the "Deposit Agreements"). References throughout this annual report to "ADSs" are to our preferred share ADSs and common share ADSs, together. Throughout this annual report, we may indicate that certain information is available at different websites operated by us. None of the information on the websites referred to or mentioned in this annual report is part of or is incorporated by reference herein.   4Form 20-F – December 2016


Table of Contents FORWARD‐LOOKING STATEMENTSForm 20-F  FORWARD‐LOOKING STATEMENTS
 This annual report contains forward‐looking statements as defined in Section 27A of the Securities Act of 1933, as amended, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934, as amended, or the "Exchange Act." These statements are based mainly on our current expectations and projections of future events and financial trends that affect or might affect our business. In addition to the items discussed in other sections of this annual report, there are many significant factors that could cause our financial condition and results of operation to differ materially from those set out in our forward-looking statements, including, but not limited to, the following: ·current weakness in Brazilian macroeconomic conditions; ·global economic conditions; ·economic, political and business conditions in Brazil andintheothermarkets in which we operate; ·risks of lending, credit, investments and other activities; ·our level of capitalization; ·cost and availability of funds; ·higher levels of delinquency by borrowers, credit delinquency and other delinquency events leading to higher impairment of loans and advances; ·the synergies of the business that we acquired from HSBC Bank Brasil and HSBC Serviços e Participações (“HSBC Brasil”); ·loss of customers or other sources of income; ·our ability to execute our investment strategies and plans as well as to maintain and improve our operating performance; ·our revenues from new products and businesses; ·adverse claims, legal or regulatory disputes or proceedings; ·inflation, fluctuations in the value of therealand/orinterest rates, which could adversely affect our margins; ·competitive conditions in the banking, financial services, credit card, asset management, insurance sectors and related industries; ·the market value of securities, particularly government securities; and ·changes by the Central Bank and others in laws and regulations, applicable to us and our activities, including, but not limited to, those affectingtax matters. Words such as "believe," "expect," "continue," "understand," "estimate," "will," "may," "anticipate," "should," "intend," and other similar expressions identify forward‐looking statements. These statements refer only to the date on which they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or any other event. In light of these risks and uncertainties, the forward‐looking statements, events and circumstances discussed in this annual report may not be accurate, and our actual results and performance could differ materially from those anticipated in our forward-looking statements. Investors should not make investment decisions based solely on the forward-looking statements in this annual report.   5Bradesco


Table of Contents PART IForm 20-F  PART I
  ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 Not applicable. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
 Not applicable. ITEM 3. KEY INFORMATION
  3.A. Selected Financial Data
 We present below our selected financial data derived from our consolidated financial statements as of and for the years ended December 31, 2016, 2015, 2014, 2013 and 2012, which have been prepared in accordance with International Financial Reporting Standards (IFRS) and audited by KPMG Auditores Independentes, an independent registered public accounting firm. The data as of and for the years ended December 31, 2016, 2015 and 2014, is derived from our consolidated financial statements included in this annual report. The data for theyearsended December 31, 2013 and2012is derived from our consolidated financial statements, which are not included herein. The following selected financial data should be read together with the "Presentation of Financial and Other Information" and "Item 5. Operating and Financial Review and Prospects." Selected Financial Data Year ended December 31,

   US$ in thousands (1)

   R$ in thousands2016

   2016

   2015

   2014

   2013

   2012Data from the Consolidated Statement of IncomeInterest and similar income

   46,616,707

   147,700,375

   127,048,252

   103,893,096

   90,682,625

   83,031,854Interest and similar expenses

   (28,732,921)

   (91,037,386)

   (71,412,210)

   (53,847,329)

   (41,382,142)

   (39,646,131)Net interest income

   17,883,786

   56,662,989

   55,636,042

   50,045,767

   49,300,483

   43,385,723Fee and commission income

   6,419,987

   20,341,087

   17,856,873

   16,759,980

   14,535,723

   12,757,131Fee and commission expenses

   (11)

   (36)

   (36,203)

   (20,724)

   (36,041)

   (36,391)Net fee and commission income

   6,419,976

   20,341,051

   17,820,670

   16,739,256

   14,499,682

   12,720,740Net gains/(losses) on financial instruments classified as held for trading

   5,176,988

   16,402,770

   (8,252,055)

   (1,933,003)

   (5,790,089)

   2,110,112Net gains/(losses) on financial assets classified as available for sale

   (423,368)

   (1,341,400)

   (671,810)

   (991,894)

   (6,100,782)

   1,895,974Net gains/(losses) on foreign currency transactions

   47,581

   150,757

   (3,523,095)

   (1,244,680)

   (1,093,597)

   (1,087,595)Income from insurance and pension plans

   1,311,628

   4,155,763

   5,497,505

   5,411,845

   6,933,680

   1,413,016Impairment of loans and advances

   (4,844,804)

   (15,350,278)

   (14,721,152)

   (10,291,386)

   (9,623,870)

   (11,451,383)Personnel expenses

   (5,366,678)

   (17,003,783)

   (14,058,047)

   (13,667,639)

   (12,354,418)

   (11,559,002)Other administrative expenses

   (5,097,072)

   (16,149,563)

   (13,721,970)

   (12,971,521)

   (12,151,537)

   (11,803,989)Depreciation and amortization

   (1,154,656)

   (3,658,413)

   (2,942,003)

   (2,932,687)

   (2,740,830)

   (2,488,182)Other operating income/(expenses)

   (4,419,948)

   (14,004,162)

   (12,988,553)

   (10,223,083)

   (7,622,240)

   (8,674,178)Income before income taxes and equity in the earnings of associates

   9,533,434

   30,205,731

   8,075,532

   17,940,975

   13,256,482

   14,461,236Equity in the earnings of associates and joint ventures

   536,462

   1,699,725

   1,528,051

   1,389,816

   1,062,687

   980,212Income before income taxes

   10,069,895

   31,905,456

   9,603,583

   19,330,791

   14,319,169

   15,441,448Income tax and social contribution

   (4,391,090)

   (13,912,730)

   8,634,322

   (3,914,313)

   (1,833,031)

   (4,089,754)Net income for the year

   5,678,805

   17,992,726

   18,237,905

   15,416,478

   12,486,138

   11,351,694Attributable to shareholdersControlling

   5,647,724

   17,894,249

   18,132,906

   15,314,943

   12,395,920

   11,291,570Non-controlling interest

   31,081

   98,477

   104,999

   101,535

   90,218

   60,124(1)Amounts stated in U.S. dollars have been translated from Brazilianreaisat an exchange rate of R$3.1684 per US$1.00, the Central Bank exchange rate on March 31, 2017. Such translations should not be construed as a representation that the Brazilianrealamounts presented were or could be converted into U.S. dollars at that rate.
   6Form 20-F – December 2016


Table of Contents 3.A. Selected Financial DataForm 20-F   Year ended December 31,

   R$, except for number of shares2016

   2015

   2014

   2013

   2012Data on Earnings and Dividends per Share (1)Earnings per share (2)Common

   3.08

   3.12

   2.63

   2.13

   1.94Preferred

   3.39

   3.43

   2.90

   2.34

   2.14Dividends/interest on equity per share (3)Common

   1.20

   1.04

   0.87

   0.71

   0.66Preferred

   1.32

   1.14

   0.95

   0.77

   0.74Weighted average number of outstanding shares (1)Common

   2,772,719,242

   2,772,869,466

   2,772,974,845

   2,772,974,845

   2,773,099,754Preferred

   2,759,659,133

   2,761,742,636

   2,766,171,153

   2,767,521,040

   2,769,983,714(1)Adjusted for corporate events occurred in the periods. For more information about the company events, see "Item 9.A. Offer and Listing Details;"(2)None of our outstanding liabilities are exchangeable for or convertible into equity securities. Therefore, our diluted earnings per share do not differ from our earnings per share. Accordingly, our basic and diluted earnings per share are equal in all periods presented; and(3)Holders of preferred shares are entitled to receive dividends per share in an amount 10.0% greater than the dividends per share paid to common shareholders. For purposes of calculating earnings per share according to IFRS, we used the same criteria adopted for dividends per share. For a description of our two classes of shares. see "Item 10.B. Memorandum and Articles of Association."
  Year ended December 31,

   In US$2016

   2015

   2014

   2013

   2012Dividends/interest on equity per share (1)Common

   0.37

   0.27

   0.33

   0.30

   0.32Preferred

   0.41

   0.29

   0.36

   0.33

   0.36(1)Amounts stated in U.S. dollars have been translated from Brazilianreaisat the exchange rate disclosed by the Central Bank at the end of each fiscal year.
   7Bradesco


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Table of Contents 3.A. Selected Financial DataForm 20-F   As of December 31,

   US$ in thousands (1)

   R$ in thousands2016

   2016

   2015

   2014

   2013

   2012Data from the Consolidated Statement of Financial PositionAssetsCash and balances with banks

   22,899,461

   72,554,651

   72,091,764

   65,430,300

   67,450,363

   59,901,564Financial assets held for trading

   67,270,498

   213,139,846

   159,623,449

   78,498,311

   96,092,523

   111,838,502Financial assets available for sale

   35,702,106

   113,118,554

   117,695,450

   120,961,734

   67,838,411

   81,522,130Investments held to maturity

   13,572,159

   43,002,028

   40,003,560

   25,071,031

   23,069,026

   3,715,673Financial assets pledged as collateral

   49,011,039

   155,286,577

   144,489,921

   152,612,689

   117,740,225

   106,133,299Loans and advances to banks

   29,932,501

   94,838,136

   35,620,410

   72,974,619

   78,719,723

   92,459,347Loans and advances to customers, net of impairment

   115,926,977

   367,303,034

   344,868,464

   328,064,004

   304,121,334

   269,021,320Non-current assets held for sale

   498,348

   1,578,966

   1,247,106

   1,006,461

   832,546

   532,973Investments in associates and joint ventures

   2,210,194

   7,002,778

   5,815,325

   3,983,780

   3,392,847

   3,121,386Property and equipment, net of accumulated depreciation

   2,650,270

   8,397,116

   5,504,435

   4,700,518

   4,501,967

   4,524,827Intangible assets and goodwill, net of accumulated amortization

   4,985,963

   15,797,526

   7,409,635

   7,529,915

   8,220,739

   7,617,873Taxes to be offset

   2,437,574

   7,723,211

   6,817,427

   6,130,191

   5,293,116

   5,294,566Deferred income tax assets

   14,239,636

   45,116,863

   45,397,879

   28,388,183

   25,661,079

   17,913,529Other assets

   14,887,757

   47,170,370

   40,118,697

   35,099,280

   35,367,715

   35,943,635Total assets

   376,224,484

   1,192,029,656

   1,026,703,522

   930,451,016

   838,301,614

   799,540,624LiabilitiesDeposits from banks

   95,209,785

   301,662,682

   293,903,391

   279,940,227

   243,100,373

   220,943,354Deposits from customers

   73,459,137

   232,747,929

   194,510,100

   210,031,505

   216,218,057

   210,774,263Financial liabilities held for trading

   4,240,525

   13,435,678

   19,345,729

   3,315,573

   1,826,382

   4,049,982Funds from securities issued

   47,690,297

   151,101,938

   109,850,047

   85,030,399

   57,883,068

   51,552,093Subordinated debt

   16,604,931

   52,611,064

   50,282,936

   35,821,666

   35,885,003

   34,851,714Insurance technical provisions and pension plans

   68,122,712

   215,840,000

   170,940,940

   146,559,220

   130,329,023

   118,768,720Other provisions

   5,773,390

   18,292,409

   15,364,317

   13,864,401

   13,752,577

   21,021,109Current income tax liabilities

   672,354

   2,130,286

   2,781,104

   3,602,333

   3,082,976

   3,288,688Deferred income tax liabilities

   556,416

   1,762,948

   772,138

   808,178

   799,824

   3,091,667Other liabilities

   30,603,937

   96,965,515

   78,038,058

   69,185,709

   63,321,405

   59,852,644Total liabilities

   342,933,483

   1,086,550,449

   935,788,760

   848,159,211

   766,198,688

   728,194,234EquityShare capital

   16,128,014

   51,100,000

   43,100,000

   38,100,000

   38,100,000

   30,100,000Treasury shares

   (139,034)

   (440,514)

   (431,048)

   (298,015)

   (269,093)

   (197,301)Capital reserves

   11,354

   35,973

   35,973

   35,973

   35,973

   35,973Profit reserves

   15,789,615

   50,027,816

   49,920,020

   43,765,349

   34,122,503

   34,189,383Additional paid-in capital

   22,250

   70,496

   70,496

   70,496

   70,496

   70,496Other comprehensive income

   (125,839)

   (398,708)

   (4,002,724)

   (659,501)

   (1,102,887)

   6,396,736Retained earnings

   1,548,851

   4,907,381

   2,096,710

   1,153,439

   927,314

   542,422Equity attributable to controlling shareholders

   33,235,211

   105,302,444

   90,789,427

   82,167,741

   71,884,306

   71,137,709Non-controlling interest

   55,789

   176,763

   125,335

   124,064

   218,620

   208,681Total equity

   33,291,001

   105,479,207

   90,914,762

   82,291,805

   72,102,926

   71,346,390Total liabilities and equity

   376,224,484

   1,192,029,656

   1,026,703,522

   930,451,016

   838,301,614

   799,540,624(1)Amounts stated in U.S. dollars have been translated from Brazilianreaisat an exchange rate of R$3.1684 per US$ 1.00, the Central Bank exchange rate on March 31, 2017. Such translations should not be construed as a representation that the Brazilianrealamounts presented have been or could be converted into U.S. dollars at that rate.
  Exchange Rate Information Over the past years, the exchange rate between therealand the U.S. dollar has experienced significant variation: In 2012, therealdepreciated 8.9% against the U.S. dollar, reaching R$2.0435 as of December 31, 2012. In 2013, therealdepreciated 14.6% against the U.S. dollar, reaching R$2.3426 as of December 31, 2013.In 2014, therealdepreciated 13.4% against the U.S. dollar, reaching R$2.6562 as of December 31, 2014. In 2015, therealdepreciated 47.0% against the U.S. dollar, reaching R$3.9048 as of December 31, 2015. In 2016, therealappreciated 16.5% against the U.S. dollar, reaching R$3.2591 as of December 31, 2016. On March 31, 2017, the exchange rate was R$3.1684 per US$1.00, a 2.8% appreciation of therealagainst the U.S. dollar, when compared to December 31, 2016. Under the current floating exchange-rate system, therealmay be subject to fluctuations and depreciation or appreciation against the U.S. dollar and other currencies. The following table sets forth the period‐end, average and high and low selling rates reported by the Central Bank at closing, for the periods and dates indicated:  8Form 20-F – December 2016


Table of Contents 3.A. Selected Financial DataForm 20-F  Closing Selling Rate for U.S. dollars – R$ per US$1.00Period

   Period-End

   Average (1)

   High(1)

   Low (1)2012

   2.0435

   1.9524

   2.1074

   1.70922013

   2.3426

   2.1641

   2.3725

   1.97542014

   2.6562

   2.3586

   2.6562

   2.20252015

   3.9048

   3.3314

   3.9729

   2.65622016October

   3.1811

   3.5135

   4.0428

   3.1811November

   3.3967

   3.5038

   4.0428

   3.1811December

   3.2591

   3.4849

   4.0428

   3.18112017January

   3.1270

   3.1931

   3.2591

   3.1270February

   3.0993

   3.1618

   3.2591

   3.0993March

   3.1684

   3.1635

   3.2591

   3.0993(1)Average, high and low month end rates from December of the previous period.Source: Central Bank.
  3.B. Capitalization and Indebtedness
 Not applicable. 3.C. Reasons for the Offer and Use of Proceeds
 Not applicable. 3.D. Risk Factors
 Macroeconomic risks The current weakness in Brazilian macroeconomic conditions and the market perception of certain economic and political risks alongside uncertainties relating to Brazil, including high-profile anti-corruption investigations, may have a material adverse effect on our financial condition and on the results of operations. The vast majority of our operations are conducted in Brazil and, accordingly, our results are significantly impacted by macroeconomic conditions in Brazil. In prior years, we have benefited from Brazil’s stable economic environment and therelatively strong annual growth of the Brazilian GDP.However, starting in 2013, GDP growth in Brazil began to decelerate as a result of a variety of factors including:mismanagement of public accounts, a weakening of the Brazilianreal, the persistent inflation and the increasing level of the current account deficit. The decrease in primary results (difference between the government income and expenses, excluding interest income and interest expenses) in recent years and the increase in net public sector debt significantly contributed to a further deterioration in macroeconomic conditions of Brazil. Thus, the increase in unemployment rates, as a result of macroeconomic conditions, created risks to banking activities (especially due to the possibility of increased default rates for individuals and corporations). Moreover, high inflation rates may lead to an increase in the basic interest rates of our financial assets, which may impact our operations. However, in 2016, the domestic scenario was marked by major adjustments. Inflation began a path of convergence towards targets (and ended below the cap at the end of last year) and the Central Bank managed to achieve an important step in inflation expectations for the coming three years. Regarding taxes, the adjustment proposed by the Government is expected to have an effect in the medium to long term. In approving the Proposed Constitutional Amendment (“PEC”), which restrains public spending, it is expected that the desired fiscal balance will lead to a stabilization of the debt/GDP ratio. Currently, the government is proposing a pension reform, which may aim to guarantee the solvency of pensions in the long term and the availability of the limit for public spending. Even though the country’s greatest challenge continues to be economic growth, there is an expectation that there will be gradual growth quarter on quarter in 2017. In 2014, the Brazilian Federal Police and the Prosecution Office commenced a series of anti-corruption investigations called "Operation Car Wash" ("Operação Lava Jato") in which, among other matters, certain officers and employees of Petróleo Brasileiro S.A. ("Petrobras"), a Brazilian state-controlled


company, were accused of accepting illegal payments in order to wrongly influence commercial decisions of Petrobras. During the course of 2014, 2015 and 2016, these anti-corruption investigations have become wide-ranging and have given rise to various criminal proceedings involving not only senior officers and employees of Petrobras but also senior officers of companies in Brazil, notably in the  construction sector and some politicians. In the U.S., the SEC and the Department of Justice are also conducting their own investigations into a number of these allegations. The high-profile nature of these investigations may have momentarily harmed the reputation of Brazil, which could reduce investor confidence, making it more difficult for companies located in Brazil to obtain financing. We cannot predict how long the anti-corruption investigations will continue, or how significant the effects of the anti-corruption investigations may be for the Brazilian economy. If uncertainty surrounding the Brazilian economy continues, or if there is a material reduction in investor confidence as a result of these investigations, the results of our operations may be adversely affected.  9Bradesco


Table of Contents 3.D. Risk FactorsForm 20-F  In addition, our subsidiary Banco Bradesco BBI S.A. (“Bradesco BBI”) is a party to certain legal and administrative proceedings filed against Petrobras and other defendants, due to its role as underwriter in a note offering of Petrobras. We or our subsidiaries may become a party to other legal and/or administrative proceedings against Petrobras or other companies which have not yet been filed. A negative outcome of these ongoing legal proceedings or any new legal proceedings may harm our reputation and may adversely affect our financial condition and our results of operations. On December 2, 2015, the Brazilian House of Representatives opened impeachment proceedings against President Dilma Rousseff, alleging non-compliance with the fiscal responsibility law. The Brazilian House of Representatives and the Brazilian Senate voted in favor of the admissibility of the impeachment proceedings on April 17, 2016 and on May 12, 2016, respectively. Due to the favorable vote of the Senate, President Rousseff was removed from the presidency for up to 180 days to defend herself in her impeachment trial. During the 180-day trial period, the Vice-President of Brazil acted as President. On August 10, 2016, the Brazilian Senate approved the report of its special impeachment committee which recommended that President Dilma Rousseff should be brought to trial by the upper house of the Brazilian legislature. On August 31, 2016, President Dilma Rousseff was found guilty, losing her mandate, and Vice-President Michel Temer took office for the remainder of the term until January 1, 2019.  However, the resolution of the political and economic crisis in Brazil still depends on the outcome of the “Lava Jato” investigation and on the approval of reforms that are being promoted by the new President. Further, the initial mandate by Ms. Rousseff and Mr. Temer following the general election in 2014 is under review by the Superior Election Tribunal (Tribunal Superior Eleitoral). The Superior Election Tribunal has not yet set a date for a further hearing. If the Superior Election Tribunal sets a date prior to the next general election and decides against Ms. Rousseff and Mr. Temer, Mr. Temer could be removed from office, leading to further political and economic instability. The continuation of any of, or combination of, these factors may lead to a further slowdown in GDP growth, which may have an adverse effect on our financial condition and our results of operations. The government exercises influence over the Brazilian economy, and Brazilian political and economic conditions have a direct impact on our business. Our financial condition and results of operations are substantially dependent on Brazil’s economy, which in the past has been characterized by frequent and occasionally drastic intervention by the government and volatile economic cycles. In the past, the Brazilian government has often changed monetary, fiscal, taxation and other policies to influence the course of Brazil’s economy. We have no control over, and cannot predict, what measures or policies the government may take in response to the current or future Brazilian economic situation or howgovernmentintervention and government policies will affect the Brazilian economy and our operations and revenues. Our operations, financial condition and the market price of our shares, preferred share ADSs and common share ADSs may be adversely affected by changes in certain policies related to exchange controls, tax and other matters, as well as factors such as: ·exchange ratefluctuations; ·base interest rate fluctuations; ·domestic economic growth; ·political, social or economic instability;  10Form 20-F – December 2016


Table of Contents 3.D. Risk FactorsForm 20-F  ·monetary policies; ·tax policy and changes in tax regimes; ·exchange controls policies; ·liquidity of domestic financial, capital and credit markets; ·our customers' capacity to meet theirotherobligations with us; ·decreases in wage and income levels; ·increases in unemployment rates; ·macroprudential measures; ·inflation; ·allegations of corruption against political parties, public officials, including allegations made in relation to the "Operation Car Wash" investigation, among others; and ·other political, diplomatic, social and economic developments within and outside of Brazil that affect the country. Changes in, or uncertainties regarding, the implementation of the policies listed above could contribute to economic uncertainty in Brazil, thereby increasing the volatility of the Brazilian securities market and reducing the value of Brazilian securities traded internally or abroad. Historically, the country’s political scenario has influenced the performance of the Brazilian economy and political crises have affected the confidence of investors and the general public, which resulted in economic deceleration and heightened volatility in the securities issued abroad by companies based in Brazil. Currency exchange variations may have an adverse effect on the Brazilian economy and on our results and financial condition. Fluctuations in the value of therealmay impact our business.After an extended period of appreciation, interrupted only in late 2008 as a result of the global crisis, the Brazilianrealstarted to weaken in mid-2011. This trend accelerated during the following four years and wasinterrupted in2016. Weaker currency periods make certain local manufacturers (particularly exporters) more competitive but also make managing economic policy, particularly inflation, increasingly difficult, even with a slowdown in growth. A weaker real also adversely impacts companies based in Brazil with U.S. dollar indexed to- and/or denominated debt. As of December 31, 2016, the net exposure in relation to our assets and liabilities denominated in, or indexed to, foreign currencies (primarily U.S. dollars) was 4.3% of our total assets.Ifthe Brazilian currency devaluates or depreciates, werisklosses on our liabilities denominated in, or indexed to, foreign currencies, such as our U.S. dollar denominated long term debt and foreign currency loans, and experience gains on our monetary assets denominated in or indexed to foreign currencies, as the liabilities and assets are translated into reais.Accordingly,if our liabilities denominated in, or indexed to, foreign currencies significantly exceed our monetary assets denominated in, or indexed to, foreign currencies, including any financial instruments entered into for hedging purposes, a large devaluation or depreciation of the Brazilian currency could materially and adversely affect our financial results and the market price of our shares, preferred share ADSs and common share ADSs, even if the value of the liabilities has not changed in their originated currency. In addition, our lending operations depend significantly on our capacity to match the cost of funds indexed to the U.S. dollar with the rates charged to our customers. A significant devaluation or depreciation of the U.S. dollar may affect our ability to attract customers on such terms or to charge rates indexed to the U.S. dollar. Conversely, when the Brazilian currency appreciates, we may incur losses on our monetary assets denominated in, or indexed to, foreign currencies, mainly, the U.S. dollar, andwe may experience decreases inour liabilities denominated in, or indexed to, foreigncurrencies, as the liabilities and assets are translated intoreais. Therefore, if our monetary assets denominated in, or indexed to, foreigncurrenciessignificantly exceed our liabilities denominated in, or indexed to, foreigncurrencies, including any financial instruments entered into for hedging purposes, a large appreciation of the Brazilian currency could materially and adversely affect our financial results even if the value of the monetary assets has not changed in their originated currency.  11Bradesco


Table of Contents 3.D. Risk FactorsForm 20-F  If Brazil experiences substantial inflation in the future, our revenues and our ability to access foreign financial markets may be reduced. Brazil has, in the past, experienced extremely high rates of inflation.Inflation and governmental measures to combat inflation had significant negative effects on the Brazilian economy andcontributed to increased economic uncertainty in Brazil and heightened volatility in the Brazilian securities markets, which may have an adverse effect on us. The memory of, and potential for inflation, is still present, despite the monetary stability achieved in the mid-1990s, which intensified after 1999 as a result of the adoption of inflation targeting norms. There are still concerns that inflation levels might rise again in the future. Current economic policy in Brazil is premised on a monetary regime which the Central Bank oversees in order to assure that the effective rate of inflation keeps in line with a predetermined and previously announced target. In 2016, Brazil’s rates of inflation reached 6.3%, 10.7% in 2015 and 6.4% in 2014, as measured by the Extended Consumer Price Index - “IPCA” (Índice Nacional de Preços ao Consumidor Amplo). Government measures to combat inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. As a result, interest rates have fluctuated significantly. Increases in thebase interest rate (SELIC) set by the Central Bank Committee on Monetary Policy (Comitê de Política Monetária- COPOM)may have an adverse effect on us by reducing demand for our credit, and increasing our cost of funds, domestic debt expense and the risk of customer default. Decreases in the SELIC rate may also have an adverse effect on us by decreasing the interest income we earn on our interest-earning assets and lowering our revenues and margins. Future government actions, includingthe imposition of taxes, intervention in the foreign exchange market and actions to adjust or fix the value of the real, as well as any GDP growth different from expected levelsmay trigger increases in inflation. If Brazil experiences fluctuations in rates of inflation in the future, our costs and net margins may be affected and, if investor confidence lags, the price of our securities may fall. Inflationary pressures may also affect our ability to access foreign financial and capital markets and may lead to counter-inflationary policies that may have an adverse effect on our business, financial condition, results of operations and the market value of our shares, preferred share ADSs and common share ADSs. Changes in base interest rates by the COPOM may materially adversely affect our margins and results of operations. The COPOM establishes the base interest rates for the Brazilian banking system (SELIC). The base interest rate was 13.75%, 14.25% and 11.75%per annum(“p.a.”)as of December 31, 2016, 2015 and 2014, respectively. Changes in the base interest rate may adversely affect our results of operations as we have assets and liabilities indexed to the SELIC. At the same time, high base interest rates may increase the likelihood of customer delinquency, due to the deceleration in the economic activity. Similarly, low base interest rates may increase the leverage of borrowers, generating additional risk to financial system. The COPOM adjusts the SELIC rate in order to keep inflation within the range of targets set by the National Monetary Council ("CMN") to manage aspects of the Brazilian economy, including the protection of reserves and capital flows. We have no control over the SELIC rate  or how often such a rate is adjusted. Developments and the perception of risk in Brazil and other countries, especially emerging market countries, may adversely affect the market price of Brazilian securities, including our shares, preferred share ADSs and common share ADSs. The market value of securities of Brazilian companies is affected to varying degrees by economic and market conditions in other countries, including other Latin American and emerging market countries. Although economic conditions in these countries may differ significantly from economic conditions in Brazil, investors' reactions to developments in these other countries may have an adverse effect on the market value of securities of issuers based in Brazil. Crises in other emerging market countries may diminish investor interest in securities of issuers based in Brazil, including ours, which could adversely affect the market price of our shares, preferred share ADSs and common share ADSs. A U.K. exit from the European Union could adversely impact global economic or market conditions. On June 23, 2016, the U.K. electorate voted in a general referendum in favor of the U.K. ́s exit from the European Union (so-called “Brexit”). On March 29, 2017, the U.K. gave formal notice under Article 50 of the Treaty on European Union of its intention to leave the European Union. The announcement of Brexit caused significant volatility in global stock markets and currency exchange rate fluctuations. The on-going process of negotiations between the U.K. and the European Union will determine the future terms of the


U.K’s relationship with the European Union, including access to European Union markets, either during a transitional period or more permanently.  Brexit could lead to potentially divergent  laws and regulations as the U.K. determines which E.U. laws to replace or replicate. Uncertainty regarding the terms of Brexit, and its eventual effects once implemented, could adversely affect European or global economic or market conditions and investor confidence.  This could, in turn, adversely affect our business and/or the market value of our shares, preferred share ADSs and common share ADSs.  12Form 20-F – December 2016


Table of Contents 3.D. Risk FactorsForm 20-F  Our investments in debts issued by the Brazilian government expose us to additional risks associated with Brazil. We invest in debt securities issued by the Brazilian government. The trading price of these securities is affected by, among other things, market conditions in Brazil, the perception of Brazil and the related perception of the Brazilian government's ability to repay principal and/or make interest payments.  Accordingly, adverse developments or trends in any of these areas could have a knock-on adverse effect on the value of our securities portfolio, thereby affecting our financial condition and results of operations.  Risks relating to us and the Brazilian banking industry We may be subject to negative consequences of the Operation Zealots investigation, including the filing of a class-action suit. On May 31, 2016, we became aware that the Federal Police of Brazil had indicted three members of ourDiretoria Executiva, within the so-called "Operação Zelotes” or “Operation Zealots,” which investigates the alleged improper performance of members of the Federal Administrative Tax Court (Conselho Administrativo de Recursos Fiscais– "CARF"). On July 28, 2016, the Federal Public Prosecution Office pressed charges against three officers of ourDiretoria Executivaand a former member of our Board of Directors. The charges were received for processing by the Judge of the Tenth Federal District Court of the Federal District of Brazil. On April 4, 2017 we announced that we had been subpoenaed by the General Internal Affairs of the Ministry of Finance. The executives have already submitted their respective defenses in the criminal proceeding and moved to dismiss the charges against them. Our Management conducted an internal evaluation of the records and documents related to the indictment and found no evidence of any unlawful conduct by our representatives. We are cooperating with the competent authorities and regulators in Brazil and abroad and are providing any information and documents they request. Following news reports of the indictment as part of Operation Zealots, a putative class-action lawsuit was filed in the US District Court for the Southern District of New York on June 3, 2016 asserting claims under Sections 10(b) and 20(a) of the U.S. Securities Exchange Act of 1934. On October 21, 2016, the Court-appointed Lead Plaintiff submitted an Amended Class Action Complaint naming us and the three members of ourDiretoria Executivawho were indicted. The lawsuit alleges that investors who purchased our preferred ADSs between April 30, 2012 and July 27, 2016 suffered damages due to a supposed violation of U.S. securities laws. We accepted service in the Class Action and, on December 23, 2016, filed a motion to dismiss the complaint. Because the lawsuit is in a preliminary stage, it is not possible at present to estimate the exposure and not enough elements are available to conduct a risk assessment. We were also summoned by the internal affairs committee of the Brazilian Ministry of Finance to follow an Administrative Procedure to Determine Liability (Processo Administrativo de Responsabilização). This procedure, which carries the possibility of a fine being levied against us and/or inclusion of our name in public lists which may in turn restrict our ability to conduct business with state-owned entities, is at the evidentiary stage. Developments in the criminal proceeding against our officers may result in negative publicity for us, and we cannot predict what conclusion the Courts and other authorities may come to in connection with this investigation/proceeding. A conclusion adverse to ourDiretoria Executivaand/or us could result in legal exposure and other penalties for us and our current or former officers and employees and could negatively affect our reputation, financial condition and results of operations.   13Bradesco


Table of Contents 3.D. Risk FactorsForm 20-F  We may be subject to negative consequences from the “Operation Greenfield” investigation. The Federal Police is conducting an investigation called "Operação Greenfield," or "Operation Greenfield," into allegations of fraud involving certain pension funds.Our wholly-owned subsidiaries BEM - Distribuidora de Títulos e Valores Mobiliários Ltda.("BEM") and BRAM - Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários ("BRAM"), as well as two of their managers were mentioned by the Federal Police in relation to Operation Greenfield as they were responsible for the administration and management of an Equity Investment Fund, named Fundo de Investimento em Participações - FIP Enseada. In the course of the investigation, the Federal Court authorized the seizing of a number of documents, and blocked the assets of BEM. In order to have its assets unblocked, BEM, together with BRAM signed a commitment, which was approved by the Tenth Federal Court of the Federal District, to release their assets in exchange for the provision of guarantees totaling R$104 million. BEM and BRAM did not acknowledge any civil or criminal liability by entering into this commitment. Under the commitment, the managers and officers of BEM and BRAM committed to provide any clarifications to the authorities responsible for conducting this investigation, regardless of a formal subpoena. Additionally, internal evaluations indicate that there were no illegal conduct in the activities. The ongoing Operation Greenfield investigation may result in negative publicity for us and our subsidiaries, and we cannot predict what conclusion the Federal Police and other competent authorities, especially the Federal Public Prosecution Office may come to in connection with this investigation. A conclusion adverse to BEM and BRAM, or their managers, could negatively affect our reputation, financial condition and results of operations.   14Form 20-F – December 2016


Table of Contents 3.D. Risk FactorsForm 20-F  We may not be able to capture the expected synergies from the business acquired from HSBC Brasil. In July 2016, we concluded the acquisition of HSBC Brasil. In October 2016, an Extraordinary General Meeting of our shareholders approved the spin-off of HSBC Brasil and the integration of its staff and operational and technological platforms, resulting in the replacement of the HSBC brand in its then-existing service network with the Bradesco brand in its place.  As a result, we started to operate with a unified platform (branches, ATMs and systems), to which all customers have access. The acquisition of HSBC Brasil was the largest that we have ever undertaken. Given the scale of the acquisition, we cannot be certain that we will be able to fully realize all financial synergies, expected growth opportunities or other benefits that we expect from this acquisition. We may experience increases in our level of past due loans as our loans and advances portfolio becomes more seasoned. Our loans and advances to customers portfolio has grown over recent years. Any corresponding rise in our level of non-performing loans and advances may lag behind the rate of loan growth, as loans typicallydo not have due payments for a short period oftime after their origination. Levels of past due loans are normally higher among our individual clients than our corporate clients. As of December 31, 2016, our provision for the impairment of loans and advances decreased by 2.6% when compared to December 31, 2015,while our portfolio of loans and advances to customers grew by 5.9% over that same period. We emphasize that this growth in our portfolio of loans and advances is related to the acquisition of the operations of HSBC Brasil. As of December 31, 2015, our provision for impairment of loans and advances increased by 20.5% when compared to December 31, 2014,while our portfolio of loans and advances to customers grew by 6.1% over that same period. Our delinquency ratios, calculated based on information prepared in accordance with accounting practices adopted in Brazil (“BR GAAP”), which is defined as the total operations overdue for over ninety days in relation to the total portfolio of loans and advances,evolved to 5.5% in 2016, compared to 4.1% in 2015 and 3.5% in 2014. Rapid loan growth may also reduce our ratio of non-performing loans to total loans until growth slows or the portfolio becomes more seasoned. Adverse economic conditions and a slower growth rate for our loans and advances to customers may result in increases in our impairment of loans and advances, charge-offs and our ratio of non-performing loans and advances to total loans and advances, which may have an adverse effect on our business, financial condition and results of operations. Adverse conditions in the credit and capital markets, just as the value and/or perception of value of Brazilian government securities may adversely affect our ability to access funding in a cost effective and/or timely manner. Volatility and uncertainties in the credit and capital markets have generally decreased liquidity, with increased costs of funding for financial institutions and corporations. These conditions may impact our ability to replace, in a cost effective and/or timely manner, maturing liabilities and/or access funding to execute our growth strategy.  15Bradesco


Table of Contents 3.D. Risk FactorsForm 20-F  Part of our funding originates from repurchase agreements, which are largely guaranteed by Brazilian government securities. This type of operation is generally short-term and volatile in terms of volume, as it is directly impacted by market liquidity. As these operations are typically guaranteed by Brazilian government securities, the value and/or perception of value of the Brazilian government securities may be significant for the availability of funds. For example, if the quality of the Brazilian government securities used as collateral is adversely affected, due to the worsening credit risk, the cost of these operations could increase, making this source of funding inefficient for us. For further information about funding in the open market, see “Item 4.B. Business Overview – Other funding sources.” If the market shrinks, which could cause a reduction in volume, or if there is increased collateral credit risk and we are forced to take and/or pay unattractive interest rates, our financial condition and the results of our operations may be adversely affected. The increasingly competitive environment in the Brazilian bank and insurance industries may negatively affect our business prospects. The markets for financial, banking and insurance services in Brazil are highly competitive. We face significant competition in all of our principal areas of operation from other large banks and insurance companies, both public and private based in Brazil and internationally. Competition has increased as a result of consolidations among financial institutions in Brazil and as a result of regulations by theNational Monetary Committee(“CMN”), that facilitate customers' ability to switch business between banks.The increased competition may materially and adversely affect usby, among other things,limitingour ability to retain our existing consumer base, increasing our customer baseand expanding our operations, reducingour profit margins on bankingand otherservicesand products we offer, andlimiting investment opportunities. The increased competition may negatively affect our business results and prospects by, among other things: ·limiting our ability to increase our customer base and expand our operations; ·reducing our profit margins in the banking, insurance, leasing and other services and products offered by us; and ·increasing competition for foreign investment opportunities. Losses on our investments in financial assets held for trading and available for salemay have a significant impact on our results of operations and are not predictable. The value of certain of our investments in financial assets may decline significantly due to volatile financial markets and may fluctuate over short periods of time. As of December 31, 2016, investments in financial assets held for trading and available for sale represented 27.4% of our assets, and realized gains and losses or unrealized gains and losses for financial assets held for trading and available for sale have had and may continue to have a significant impact on the results of our operations. The amounts of such gains and losses, which we record when investments in financial assets are sold, or in certain limited circumstances when they are recognized at fair value, may fluctuate considerably from period to period. The level of fluctuation depends, in part, upon the fair value of the financial assets, which in turn may vary considerably, and our investment policies. We cannot predict the amount of realized gain or loss for any future period, and we believe that variations from period to period have no practical analytical value. Furthermore, any gains on our investment portfolio may not continue to contribute to net income at levels consistent with recent periods, and we may not successfully realize the appreciation in our consolidated investment portfolio or any portion thereof. We may incur losses associated with counterparty exposures. We face the possibility that a counterparty will be unable to honor its contractual obligations. These counterparties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons. This risk may arise, for example, as a result of entering into swap or other derivative contracts under which counterparties have obligations to make payments to us, executing currency or other trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries. Such counterparty risk is more acute in complex markets where the risk of failure of counterparties is higher. Our trading activities and derivatives transactions may produce material losses. We engage in the trading of securities, buying debt and equity securities principally to sell them in the near term with the objective of generating profits on short-term differences in price. These investments


could expose us to the possibility of material financial losses in the future, as securities are subject to fluctuations in value, which may generate losses. In addition, we enter into derivatives transactions, mainly, to manage our exposure to interest rate and exchange rate risk. Such derivatives transactions are designed to protect us against increases or decreases in exchange rates or interest rates.  16Form 20-F – December 2016


Table of Contents 3.D. Risk FactorsForm 20-F  The government regulates the operations of Brazilian financial institutions and insurance companies. Changes in existing laws and regulations or the imposition of new laws and regulations may negatively affect our operations and revenues. Brazilian banks and insurance companies are subject to extensive and continuous regulatory review by the government. We have no control over government regulations, which govern all facets of our operations, including the imposition of: ·minimum capital requirements; ·compulsory deposit/reserve requirements; ·fixed assets investment limitations; ·lending limits and other credit restrictions; ·earmarked credit operations, such as housing loans and rural credit; ·accounting and statistical requirements; ·minimum coverage; ·mandatory provisioning policies; ·limits and other restrictions on rates; and ·limits on the amount of interest that they can charge and the period for which they can capitalize on interest. The regulatory structure governing banks and insurance companies based in Brazil is continuously evolving. Existing laws and regulations could be amended, the manner in which laws and regulations are enforced or interpreted could change, and new laws or regulations could be adopted. Such changes could materially adversely affect our operations and our revenues. In particular, the government has historically enacted regulations affecting financial institutions in an effort to implement its economic policies. These regulations are intended to control the availability of credit and reduce or increase consumption in Brazil. These changes may adversely affect us because our returns on compulsory deposits are lower than those we obtain on our other investments. Regulations issued by the Central Bank are not subject to a legislative process. Therefore those regulations can be enacted and implemented in a very short period of time, thereby affecting our activities in sudden and unexpected ways. A majority of our common shares are held, directly and indirectly, by one shareholder and none of our board members are independent; accordingly, their interests may conflict with those of our other investors. As of December 31, 2016, Fundação Bradesco directly and indirectly held 56.8% of our common shares. As a result, Fundação Bradesco has the power, among other things, to prevent a change in control of our company, even if a transaction of that nature would be beneficial to our other shareholders, as well as to approve related party transactions or corporate reorganizations. Under the terms of Fundação Bradesco’s by-laws, members of ourDiretoria Executiva, or of our Board of Executive Officers that have been working with us for more than ten years serve as members of the Board of Trustees of Fundação Bradesco. The Board of Trustees has no other members. Our Board of Directors has 8 members, none of whom are considered independent in accordance with the criteria included in Brazilian Corporate Law, which provides that only individuals may be appointed to a company's board of directors. Accordingly, there is no legal or statutory provision requiring us to have independent directors. As a result, the interests of our Board of Directors may not always be in line with the interests of our common shareholders and these holders do not have the same protectionsthey would have if most of the directors were independent. Furthermore, our directors are associated to Fundação Bradesco and circumstances may arise in which the interests of Fundação Bradesco, and its associates, conflict with our other investors’ interests.  17Bradesco


Table of Contents 3.D. Risk FactorsForm 20-F  Fundação Bradesco and our Board of Directors could make decisions in relation to our policy towards acquisitions, divestitures, financings or other transactions, which may be contrary to the interests of holders of common shares and have a negative impact on the interests of holders of common shares. For more information on our shareholders, see “Item 7.A. Major Shareholders.” Changes in regulations regarding reserve and compulsory deposit requirements may reduce operating margins. The Central Bank has periodically changed the level of compulsory deposits that financial institutions in Brazil are required to abide by. Compulsory deposits generally yield lower returns than our other investments and deposits because: ·a portion of our compulsory deposits with the Central Bank do not bear interest;and ·a portion of our compulsory deposits must finance a federal housing program, the Brazilian rural sector, low income customers and small enterprises under a program referred to as a "microcredit program." Rules related to compulsory deposits have been changed from time to time by the Central Bank, as described in "Item 4.B. Business Overview - Deposit-taking activities." As of December 31, 2016, our compulsory deposits in connection with demand, savings and time deposits and additional compulsory deposits were R$58.0 billion. Reserve requirements have been used by the Central Bank to control liquidity as part of monetary policy in the past, and we have no control over their imposition. Any increase in the compulsory deposit requirements may reduce our ability to lend funds and to make other investments and, as a result, may adversely affect us. For further information on compulsory deposits, see "Item 4.B. Business Overview- Deposit - taking activities." Changes in taxes and other fiscal assessments may adversely affect us. The government regularly enacts reforms to the tax and other assessment regimes to which we and our customers are subject. Such reforms include changes in the rate of assessments and, occasionally, enactment of temporary taxes, the proceeds of which are earmarked for designated governmental purposes. The effects of these changes and any other changes that result from enactment of additional tax reforms have not been, and cannot be, quantified. There can be no assurance that these reforms will not, once implemented, have an adverse effect upon our business. Furthermore, such changes may produce uncertainty in the financial system, increasing the cost of borrowing and contributing to the increase in our non-performing portfolio of loans and advances. The Brazilian Constitution used to establish a ceiling on loan interest rates and if the government enacts new legislation with similar effect in the future, our results of operations may be adversely affected. Article 192 of the Brazilian Constitution, enacted in 1988, established a 12.0% p.a.ceiling on bank loan interest rates. However, since the enactment of theBrazilianConstitution, this rate had not been enforced, as the regulation regarding the ceiling was pending. The understanding that this ceiling is not yet in force has been confirmed bySúmula VinculanteNo. 7, a final binding decision enacted in 2008 by the Brazilian Supreme Court ("STF"), in accordance with such Court’s prior understanding on this matter. Since 1988, several attempts were made to regulate the limitation on loan interest, and especially bank loan interest rates, but none of them were implemented nor have been confirmed by Brazilian superior courts. On May 29, 2003, Constitutional Amendment No. 40 (EC 40/03) was enacted and revoked all subsections and paragraphs of Article 192 of the Brazilian constitution. This amendment allows the Brazilian Financial System, to be regulated by specific laws for each sector of the system rather than by a single law relating to the system as a whole. With the enactment of Law No. 10,406/02 (or the “Civil Code”),unless the parties to a loan have agreed to use a different rate, in principle the interest rate ceiling has beenpeggedto the base rate charged by the National TreasuryOffice (Tesouro Nacional). There is currently an uncertainty as to whether such base rate which is referred to in the Civil Code is: (i) the Special Clearing and Settlement System (Sistema Especial de Liquidação e Custódia) rate, which we call the “SELIC”rate, the base interest rate established by COPOM, which was 13.75% p.a. as of December 31, 2016 and 14.25%p.a. as of December 31, 2015; or (ii) the 12.0% p.a.rate established inArticle 161, paragraph 1, of Law No. 5,172, of October 25, 1966, as amended (“Brazilian Tax Code”), which is the default interest rate due when taxes are not paid on time. Any substantial increase or decrease in the interest rate ceiling could have a material effect on the financial condition, results of operations or prospects of financial institutions based in Brazil, including us.  18Form 20-F – December 2016


Table of Contents 3.D. Risk FactorsForm 20-F  Additionally, certain Brazilian courts have issued decisions in the past limiting interest rates on consumer financing transactions that are considered abusive or excessively onerous in comparison with market practice. Brazilian courts’ future decisions as well as changes in legislation and regulations restricting interest rates charged by financial institutions could have an adverse effect on our business. Our losses in connection with insurance claims may vary from time to time. Differences between the losses from actual claims, underwriting and reserving assumptions and the related provisions may have an adverse effect on us. The results of our operations significantly depend upon the extent to which our actual claims are consistent with the assumptions we used to assess our potential future policy and claim liabilities and to price our insurance products. We seek to limit our responsibility and price our insurance products based on the expected payout of benefits, calculated using several factors, such as assumptions for investment returns, mortality and morbidity rates, expenses, persistency, and certain macroeconomic factors, such as inflation and interest rates. These assumptions may deviate from our prior experience, due to factors beyond our control such as natural disasters (floods, explosions and fires), man-made disasters (riots, gang or terrorist attacks) or changes in mortality and morbidity rates as a result of advances in medical technology and longevity, among others. Therefore, we cannot determine precisely the amounts that we will ultimately pay to settle these liabilities, when these payments will need to be made, or whether the assets supporting our policy liabilities, together with future premiums and contributions, will be sufficient for payment of these liabilities. These amounts may vary from the estimated amounts, particularly when those payments do not occur until well in the future, which is the case with certain of our life insurance products. Accordingly, the establishment of the related provisions is inherently uncertain and our actual losses usually deviate, sometimes substantially, from such estimated amounts. To the extent that actual claims are less favorable than the underlying assumptions used in establishing such liabilities, we may be required to increase our provisions, which may have an adverse effect on our financial condition and results of operations. We are liable for claims of our customers if our reinsurers fail to meet their obligations under the reinsurance contracts. The purchase of reinsurance does not hold us harmless against our liability towards our clients if the reinsurer fails to meet its obligations under the reinsurance contracts. As a result, reinsurers' insolvency or failure to make timelypayments under these contracts could have an adverse effect on us, given that we remain liable to our policyholders. A failure in, or breach of, our operational, security or technology systems could temporarily interrupt our businesses, increasing our costs and causing losses. We constantly invest in the improvement and evolution of the safety controls, resilience, continuity andmanagement of our information technology systems and as a result have created an environment with a high capacity to process data for our operating systems and our financial and accounting systems. Taking into account all external factors, including events which are wholly or partially beyond our control, such as: cyber-attacks, protests which could prevent individuals from entering our buildings, changes to the regulatory framework, electrical or telecommunications outages, systems failures, resulting from human error or not, or other events involving third parties and suppliers, our information technology systems could suffer shortages or become unavailable for a given period of time. Due to the nature of our operations and the global context, where there is an ever-increasing integration among platforms, dependency on technology and on the internet, a higher exposure to viruses, malicious software and other forms of cyber-attacks is expected, ill intentioned or not, which may unexpectedly impair the operation and integrity of our systems that manage and store sensitive and/or confidential information for our business and operations. We and other financial institutions, including governmental institutions, have already experienced attacks on our information technology systems. Due to the controls we have in place, we have not experienced any material loss of data from these attacks to date, neither from a material perspective, nor from a data information perspective.  However, considering the use of new technologies, the increasing dependency on the internet and the changing and sophisticated nature of attacks, it is not possible to predict all the means that will be used by ill-intentioned individuals or organizations, which could impact our capacity to effectively foresee and/or avoid all attacks in the future. As a result, all the risks mentioned above could result in customer attrition, regulatory fines, penalties or intervention, reimbursement or other administrative penalties.  19Bradesco


Table of Contents 3.D. Risk FactorsForm 20-F  The Brazilian Supreme Court is currently deciding cases relating to the application of inflation adjustments which may increase our costs and cause losses. The Brazilian Supreme Court (“STF”), which is the highest court in Brazil and is responsible for judging constitutional matters, is currently deciding on whether savings account holders have the right to obtain adjustments for inflation related to their deposits due to the economic plansCruzado, Bresser, Verão, Collor IandCollor II, implemented in the 1980s and 1990s, before thePlano Real, in 1994. The trial began in November 2013,but was recently interrupted. According to the institutions representing the account holders, banks misapplied the monetary adjustments when those economic plans were implemented, and should be required to indemnify the account holders for the non-adjustment of those amounts. Although so far no final decision has been given by the STF, the Supreme Court recently gave a ruling on an individual case, in the sense that the sentences on class actions proposed by associations questioning inflationary purges only benefit consumers who: (i) were associated with the associations at the time of filing of the class action; and (ii) had authorized the filing of the class action. This reduced the number of beneficiaries in class actions because, until then, it was understood that these decisions should benefit all consumers affected by the practices (i.e., all consumers that are current account holders and that had suffered losses related to inflationary purges, were or were not associated with the association, plaintiff of the class action). In addition, inconnection with a related sentence, the BrazilianSupreme Court Justice(“STJ”)decided, in May 2014, that the starting date for counting default interest for compensating savings account holders must be the date of summons of the related lawsuit (rather than the date of settlement of the judgment), therefore increasing the amount of possible losses for the affected banks in the event of an unfavorable decision by the STF. We cannot predict the outcome of this case. However, depending on the decision by the STF, banks (including ourselves) might incur material costs which could cause losses for us. Our risk management structure may not be fully effective. We fully incorporate the risk management process into all of our activities, developing and implementing methodologies, models and other tools for the measurement and control of risks, looking to continuously improve them in order to mitigate the risks that we identify.  However, there may be limitations to this risk management framework in foreseeing and mitigating all the risks to which we are subject, or may in the future become, subject.  If our risk management structure is not completely effective in adequately preventing or mitigating risks, we could suffer material unexpected losses, adversely affecting our financial condition and results of operations.  For more information on our risk management structure, see "Item 4.B. — Business Overview — Risk management." We may face significant challenges in possessing and realizing value from collateral with respect to loans in default. If we are unable to recover sums owed to us under secured loans in default through extrajudicial measures such as restructurings, our last recourse with respect to such loans may be to enforce the collateral secured in our favor by the applicable borrower.  Depending on the type of collateral granted, we either have to enforce such collateral through the courts or through extrajudicial measures. However, even where the enforcement mechanism is duly established by the law, Brazilian law allows borrowers to challenge the enforcement in the courts, even if such challenge is unfounded, which can delay the realization of value from the collateral.  In addition, our secured claims under Brazilian law will in certain cases rank below those of preferred creditors such as employees and tax authorities.  As a result, we may not be able to realize value from the collateral, or may only be able to do so to a limited extent or after a significant amount of time, thereby potentially adversely affecting our financial condition and results of operations. Risks relating to our shares, preferred share ADSs and common share ADSs. The Deposit Agreements governing the preferred share ADSs and common share ADSs provide that holders of such ADSs will only receive voting instructions if we authorize the depositary bank to contact those holders to obtain voting instructions; and there are also practical limitations on any ability to vote we may give such holders. The voting rights of preferred share ADS holders and common share ADS holders are governed by the Deposit Agreements. Those Deposit Agreements provide that the depositary bank shall mail voting instructions to holders only if we authorize and direct the depositary bank to do so. If we do not provide that authorization and direction to the depositary bank, holders of preferred share ADSs and common share ADSs will not be able to vote at our meetings, unless they surrender their preferred share ADSs or common


share ADSs and receive the underlying preferred shares or common shares, as applicable, in accordance with the terms of the applicable Deposit Agreement.  20Form 20-F – December 2016


Table of Contents 3.D. Risk FactorsForm 20-F  In addition, there are practical limits on the ability of preferred share ADS and common share ADS holders to exercise any vote due to the additional procedural steps involved in communicating with such holders. For example, our shareholders will either be notified directly or through notification published in Brazilian newspapers and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. In contrast, preferred share ADS holders and common share ADS holders will not receive notice directly from us and cannot vote in person at the meeting. Instead, in accordance with the Deposit Agreements, the depositary bank will, if authorized and directed by us, send any notice of meetings of holders received by it from us to holders of preferred share ADSs and common share ADSs, together with a statement as to the manner in which voting instructions may be given by holders. To exercise any such ability to vote, preferred share ADS and common share ADS holders must then instruct the depositary bank how to vote with the shares represented by their preferred share ADSs or common share ADSs. Because of this extra step involving the depositary bank, if and when we authorize and direct the depositary bank to mail voting information to preferred share ADS holders and common share ADS holders, the process for voting will take longer for preferred share ADS and common share ADS holders than for holders of our shares. Preferred share ADSs and common share ADSs for which the depositary bank does not receive voting instructions in good time will not be able to vote at a meeting. Under Brazilian corporate law, holders of preferred shares have limited voting rights, accordingly, holders of preferred share ADSs will have similar limitations on their ability to vote. Under Brazilian corporate law (Law No. 6,404/76, as amended by Law No. 9,457/97 and Law No. 10,303/01, which we refer to collectively as "Brazilian Corporate Law") and our Bylaws, holders of our preferred shares are not entitled to vote at our shareholders' meetings, except in limited circumstances (see "Item 10.B. Memorandum and Articles of Association – Organization – Voting Rights," for further information on voting rights of our shares). As such, in contrast to holders of common shares, holders of preferred shares are not entitled to vote on corporate transactions, including any proposed merger or consolidation with other companies, among other things. As discussed above under "The Deposit Agreements governing the preferred share ADSs and common share ADSs provide that holders of such ADSs will only receive voting instructions if we authorize the depositary bank to contact those holders to obtain voting instructions; and there are also practical limitations on any ability to vote we may give such holders," preferred share ADS holders will only be able to vote if we authorize and direct the depositary bank accordingly. As a result of the fact that holders of preferred shares have limited voting rights, any ability to vote that we may extend to holders of preferred share ADSs corresponding to preferred shares pursuant to the applicable Deposit Agreement would be similarly limited. The relative volatility and illiquidity of the Brazilian securities markets may substantially limit your ability to sell shares underlying the preferred share ADSs and common share ADSs at the price and time you desire. Investing in securities that trade in emerging markets, such as Brazil, often involves greater risk than investing in securities of issuers in more developed countries, and these investments are generally considered more speculative in nature. The Brazilian securities market is substantially smaller and less liquid than major securities markets, such as the United States, and may be more volatile. Although you are entitled to withdraw our shares, underlying the preferred share ADSs and common share ADSs from the depositary bank at any time, your ability to sell our shares underlying the preferred share ADSs and common share ADSs at a price and time acceptable to you may be substantially limited. There is also significantly greater concentration in the Brazilian securities market than in major securities markets such as the United States or other countries. The ten largest companies in terms of market capitalization, according to B3, accounted for 54.8% of the aggregate market capitalization. Our shares, preferred share ADSs and common share ADSs are not entitled to a fixed or minimum dividend. Holders of our shares and, consequently, our preferred share ADSs and common share ADSs are not entitled to a fixed or minimum dividend.Pursuant to the Deposit Agreements, if the depositary (as holder of the common shares and preferred shares underlying the common share ADSs and preferred share ADSs,) receives any cash dividend or distribution from us, it shall distribute a corresponding U.S. dollar amount, net of depositary fees and certain withholding tax adjustments as described in the Deposit Agreements, to holders of our common share ADSs and preferred share ADSs as promptly as practicable.


However, if we do not pay dividends to holders of our common shares or preferred shares then there will be no payment of dividends to holders of our common share ADSs or preferred share ADSs.  21Bradesco


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Table of Contents 3.D. Risk FactorsForm 20-F  Pursuant to our Bylaws, our preferred shares are entitled to dividends 10.0% higher than those of our common shares. Although under our current Bylaws we are obligated to pay our shareholders at least 30.0% of our annual adjusted net income, the shareholders attending our annual general shareholders’ meeting may decide to suspend this mandatory distribution of dividends if the Board of Directors advises that payment of the dividend is not compatible with our financial condition. Neither our Bylaws nor Brazilian law specify the circumstances in which a distribution would not be compatible with our financial condition, and our controlling shareholders have never suspended the mandatory distribution of dividends. However, Brazilian law provides that a company need not pay dividends if such payment would endanger the existence of the company or harm its normal course of operations. In March 2013, CMN Resolution No. 4,193/13 was issued in an effort to further implement the Basel III Accord in Brazil. Pursuant to such rule, a restriction of dividend and interest payments on equity may be imposed by the Central Bank in the event of non-compliance with the additional capital requirements established by the Central Bank, as further described in "Item 5.B. Liquidity and Capital Resources - Capital adequacy and leverage.” As a holder of preferred share ADSs and common share ADSs you will have fewer and less well‐defined shareholders' rights than in the United States and certain other jurisdictions. Our corporate affairs are governed by our Bylaws and Brazilian Corporate Law, which may differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States or in certain other jurisdictions outside Brazil. Under Brazilian Corporate Law, you and the holders of our shares may have fewer and less well‐defined rights to protect your interests relative to actions taken by our Board of Directors or the holders of our common shares than under the laws of other jurisdictions outside Brazil. Although Brazilian Corporate Law imposes restrictions on insider trading and price manipulation, the Brazilian securities markets are not as highly regulated and supervised as the U.S. securities markets or markets in certain other jurisdictions. In addition, in Brazil, self‐dealing and the preservation of shareholder interests may be less heavily regulated and what regulations are in place may not be as strictly enforced in Brazil as in the United States, which could potentially disadvantage you as a holder of our shares underlying preferred share ADSs and common share ADSs. For example, compared to Delaware general corporation law, Brazilian Corporate Law and practices have less detailed and well‐established rules and judicial precedents relating to review of management decisions under duty of care and duty of loyalty standards in the context of corporate restructurings, transactions with related parties, and sale-of-business transactions. In addition, shareholders in Delaware companies must hold 5.0% of the outstanding share capital of a corporation to have valid standing to bring shareholder derivative suits, while shareholders in companies based in Brazil do not normally have valid standing to bring a class action. It may be difficult to bring civil liability causes against us or our directors and executive officers. We are organized under the laws of Brazil, and all of our directors and executive officers reside outside the United States. In addition, a substantial portion of our assets and most or all of the assets of our directors and executive officers are located in Brazil. As a result, it may be difficult for investors to effect service of process within the United States or other jurisdictions outside of Brazil on such persons or to enforce judgments against them, including any based on civil liabilities under the U.S. federal securities laws. If we issue new shares or our shareholders sell shares in the future, the market price of your preferred share ADSs and common share ADSs may be reduced. Sales of a substantial number of shares, or the belief that this may occur, could decrease the market price of our shares, preferred share ADSs and common share ADSs, by diluting their value. If we issue new shares or our existing shareholders sell the shares they hold, the market price of our shares and therefore the market price of our preferred share ADSs and common share ADSs, may decrease significantly. The payments on thepreferred share ADSs and common share ADSsmay be subject to U.S. withholding under FATCA. The United States has enacted rules, commonly referred to as “FATCA,” that generally impose a new reporting and withholding regime with respect to certain U.S. source payments (including interest and dividends), gross proceeds from the disposition of property that can produce U.S. source interest and dividends and certain payments made by entities that are classified as financial institutions under FATCA. The United States has entered into an intergovernmental agreement regarding the implementation of FATCA with Brazil (the “IGA”). Under the current terms and conditions of the IGA, we do not expect payments made


on or with respect to the preferred share ADSs or common share ADSs to be subject to withholding under FATCA. However, significant aspects of when and how FATCA will apply remain unclear, and no assurance can be given that withholding under FATCA will not become relevant with respect to payments made on or with respect to the preferred share ADSs or common share ADSs in the future. Prospective investors should consult their own tax advisors regarding the potential impact of FATCA. For more information about FATCA, see "Item 4.B. Business Overview-Regulation and Supervision."  22Form 20-F – December 2016


Table of Contents ITEM 4. INFORMATION ON THE COMPANYForm 20-F  You may be unable to exercise preemptive rights relating to our shares. You will not be able to exercise preemptive rights relating to our shares underlying your preferred share ADSs and common share ADSs unlessa registration statementunder the Securities Actis effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. Similarly, we may from time to time distribute rights to our shareholders. The depositary bank will not offer rights to you as a holder of the preferred share ADSs and common share ADSs unless the rights are either registered under the Securities Actor are subject to an exemption from the registration requirements. We are not obligated to file a registration statement with respect to the shares or other securities relating to these rights, and we cannot assure you that we will file any such registration statement. Accordingly, you may receive only the net proceeds from the sale by the depositary bank of the rights received in respect of the shares represented by your preferred share ADSs and common share ADSs or, if the preemptive rights cannot be sold, they will be allowed to lapse. You may also be unable to participate in rights offerings by us, and your holdings may be diluted as a result. If you exchange your preferred share ADSs or common share ADSs for their underlying shares, you risk losing Brazilian tax advantages and the ability to remit foreign currency abroad. Brazilian law requires that parties obtain registration with the Central Bank in order to remit foreign currencies, including U.S. dollars, abroad. The Brazilian custodian for the shares must obtain the necessary registration with the Central Bank for payment of dividends or other cash distributions relating to the shares or after disposal of the shares. If you exchange your preferred share ADSs or common share ADSs for the underlying shares, however, you may only rely on the custodian's certificate for five business days from the date of exchange. Thereafter, you must obtain your own registration in accordance with the rules of the Central Bank and the CVM, in order to obtain and remit U.S. dollars abroad after the disposal of the shares or the receipt of distributions relating to the shares. If you do not obtain a certificate of registration, you may not be able to remit U.S. dollars or other currencies abroad and may be subject to less favorable tax treatment on gains with respect to the shares. For more information, see "Item 10.D. Exchange Controls." If you attempt to obtain your own registration, you may incur expenses or suffer delays in the application process, which could delay your receipt of dividends or distributions relating to the shares or the return of your capital in a timely manner. The custodian's registration and any certificate of foreign capital registration you may obtain may be affected by future legislative changes. Additional restrictions applicable to you, to the disposal of the underlying shares or to the repatriation of the proceeds from disposal may be imposed in the future.  ITEM 4. INFORMATION ON THE COMPANY
  4.A. History and Development of the Company
 We are asociedade anônimaorganized under the laws of Brazil. Our headquarters are in Cidade de Deus, Vila Yara, 06029‐900, Osasco,São Paulo, Brazil, and our telephone number is (55-11) 3684-4011. Our New York Branch is located at 450 Park Avenue, 32nd and 33rd floors, New York 10022. We were founded in 1943 as a commercial bank under the name "Banco Brasileiro de Descontos S.A." In 1948, we began a period of aggressive expansion, which led to our becoming the largest private‐sector (non‐government‐controlled) commercial bank in Brazil by the end of the 1960s. We expanded our activities nationwide during the 1970s and became well established in both urban and rural markets in Brazil. In 1988 we merged with our real estate finance, investment bank and consumer credit subsidiaries to become a multiple service bank and changed our name to “Banco Bradesco S.A.”  23Bradesco


Table of Contents 4.A. History and Development of the CompanyForm 20-F  Since 2009, we operate in all Brazilian municipalities, and our large banking network enables us to be closer to our customers, thereby enabling our managers to develop knowledge as to economically active regions and other important conditions for our business. This knowledge helps us assess and mitigate risks in credit operations, among other risks, as well as to meet the specific needs of our customers. Currently, we are one of the largest banks in Brazil in terms of total assets. We offer a wide range of banking and financial products and services in Brazil and abroad to individuals, large, mid‐sized, small and micro enterprises and major local and international corporations and institutions. Our products and services comprise of banking operations such as loans and advances and deposit‐taking, credit card issuance, purchasing consortiums, insurance, leasing, payment collection and processing, pension plans, asset management and brokerage services. As of December 31, 2016, we had, on a consolidated basis: ·R$1.2 trillion in total assets; ·R$392.1 billion in total loans and advances to customers; ·R$234.2 billion in total deposits; ·R$105.5 billion in equity, including non-controlling interest; ·R$215.8 billion in technical reserves for our insurance and pension plan business; ·R$57.2 billion in foreign trading financing; ·45.7 million insurance policyholders; ·26.8 million checking account holders; ·62.1 million savings accounts; ·3.0 million capitalization bonds holders; ·2.6 million pension plan holders; ·2,037 Brazilian corporate groups and multinational companies in Brazil as ”Corporate” customers; ·an average of 35.6 million daily transactions, including 1.3 million in our 5,314 branches and 34.3 million through Digital Channels, such as Bradesco Celular, Internet, Automatic Teller Machines, or ATMs, and telephone (Fone Fácil); ·a nationwide network consisting of 5,314 branches and4,834 service centers and electronic in-company service centers, 36,119 active ATMs of our own network, and 19,991 available ATMs under the Banco24Horas brand for cash withdrawals, account balance information, obtaining statements and, take out loans, perform collections, transfers between Bradesco accounts,  DOC/TED (types of bank transfer), pre-paid card and “proof of life” to INSS (physical proof of the existence of the old age pensioner or survivor to maintain the right to the social benefit). As of December 31, 2016, we had 108,793 employees. For more information on our employees, see “Item 6.D. Employees;”and ·a total ofthreebranches andelevensubsidiaries located in New York, London, the Cayman Islands, Tokyo, Buenos Aires, Luxembourg, Hong Kong and Mexico.   24Form 20-F – December 2016


Table of Contents 4.A. History and Development of the CompanyForm 20-F  Recent acquisitions In July, 2016, we announced to the market the acquisition of 100% of the share capital of HSBC Brasil. In July 2015, we signed a purchase contract for the acquisition of 100% of the share capital of HSBC Brasil. The acquisition was approved by the Central Bank in December 2015 and by the Administrative Council for Economic Defense (“CADE”) in June 2016, subject to an Agreement on Concentration Control, and therefore approved by all relevant regulatory bodies. The purchase was completed in July 2016, for R$16 billion. In October 2016, an Extraordinary General Meeting of our shareholders approved the spin-off of HSBC Brasil and the integration of its staff and operational and technological platforms, resulting in the replacement of the HSBC brand in its then-existing service network and providing greater synergy in its operations. With the acquisition, we will take over all operations of HSBC in Brazil, including retail, insurance and asset management, as well as all branches and clients. The acquisition allows us to gain in scale and optimize our platforms, while increasing national coverage, consolidating our leadership in the number of branches in several states, and strengthening our presence in the high-income segment. The acquisition will also enable us to expand our operations, increasing the range of products that are offered in Brazil, especially in the insurance, credit card and asset management segments. In January 2014, Bradesco Saúde S.A. (“Bradesco Saúde”) concluded a transaction to indirectly acquire a 6.5% interest in the equity and voting capital of Odontoprev S.A., disclosed to the market in October 2013. As a result of this acquisition, Bradesco Saúde raised its interest in the equity and voting capital of Odontoprev S.A. (“Odontoprev”), from 43.5% to approximately 50.0%. Odontoprev was already being consolidated based on control obtained through its shareholders agreement. Other strategic alliances In October 2016, we announced that Bradesco Seguros S.A. (“Bradesco Seguros”) and Swiss Re Corporate Solutions Ltd. (“Swiss Re Corso”) signed a deal where Swiss Re Corporate Solutions Brasil Seguros (“Swiss Re Corporate Solutions Brasil”) will assume the P&C (“Property and Casualty”) insurance and transport operations of Bradesco Seguros in order to pursue the commercialization of Large Risk Insurance, and Bradesco Seguros will hold 40.0% in Swiss Re Corporate Solutions Brasil. In July 2014, we, together with Banco do Brasil, Itaú Unibanco, Banco Santander, HSBC Brasil, Caixa Econômica Federal (“Caixa”) and Banco Citibank, signed a new shareholders’ agreement with Tecban, which establishes the consolidation of their external customer-service network by the Banco24horas Network. This agreement was approved by the relevant regulatory agencies and became effective in November 2014. In July 2014, we announced the formalization of a strategic partnership with IBM Indústria Máquinas e Serviços Ltda. (“IBM”). Following execution of this agreement, the hardware and software supporting activities, currently provided by Scopus Tecnologia Ltda. (“Scopus Serviços”), will now be provided by IBM, which will take over the operational structure of Scopus Serviços and all supporting and maintenance agreements signed between Scopus Serviços and their other customers. The information technology solution and innovation advisory activities currently developed by Scopus Serviços will now be served by Scopus Soluções em TI S.A., (“Scopus Soluções”) whose capital stock will continue to be fully held by us, which, in turn, will continue to hold the ownership of the Scopus brand. In May 2014, we, together with, Banco do Brasil incorporated a company named Livelo S.A. (“LIVELO”), whose purpose is to develop a coalition rewards program, enabling customers to earn and redeem points from a number of partners. In April 2014, we, together with Banco do Brasil, via our joint venture Companhia Brasileira de Soluções e Serviços (“CBSS”), and in partnership with Cielo, created the company STELO S.A. (“STELO”), an electronic payment company responsible for managing, operating and exploring the payment facilitator industry geared towards e-commerce, as well towards digital portfolio businesses. BRAM has developed important alliances with internationalization as part of its strategy, expanding the number of fund platforms through whichits investment fundsare distributed in the European, Latin American and Asian markets.Through personal management and investment advisory agreements, we have offered Brazilian investors the opportunity to invest in global equity funds, with a focus on the U.S., Europe, Latin America (excluding Brazil) and Asia. In the United States, by means of its BRAM US LLC subsidiary, BRAM has been marketingfixed income and floating rate incomefunds;with Latin American


assetsdirected at US investorssince the end of 2013. In Europe, BRAM offers overseas investors funds domiciled in Luxemburg with different strategies under the Bradesco Global Funds family, launched in 2009. In Japan, Mitsubishi Kosukai UFJ Asset Management (“MUKAM”), our partner, offers Fixed Income Funds and Equity Fundsmanaged by BRAM since 2008to retail investors wishing toinvest in the Brazilian market.  25Bradesco


Table of Contents 4.A. History and Development of the CompanyForm 20-F  Business strategy The key elements of our strategy are: (i) consolidating and expanding our position as one of the leading financial institutions and insurance providers in Brazil; (ii) maximizing shareholder value; and (iii) maintaining high corporate responsibility and sustainability standards. We intend to pursue the following strategies to reach these goals: Consolidate and build upon our service network and brand as one of the leading financial institutions and insurance providers in Brazil, which offers a complete portfolio of products and services to all levels of society. We believe that our position as one of the leading financial institutions in Brazil, with a presence in all Brazilian regions through a broad network of distribution channels and with exposure to individuals of all income levels as well as large, mid‐sized and small businesses, will allow us to maintain the organic growth strategy. We will also continue to expand the insurance, pension and capitalization bonds business segment, in order to consolidate our leadership in this sector. As part of this strategy, we intend to increase the sales of our traditional banking, insurance, pension and capitalization bonds products through our wide branch network, our internet distribution services and other distribution channels. We are committed to investing significantly in our IT platform to support such growth. In addition, we intend to continue to leverage our relationships with corporate clients and high-income individuals to further develop our investment banking, private banking and asset management operations through Bradesco BBI, Banco Bradesco Europa, Bradesco Securities and other subsidiaries in Brazil and other key financial centers such as London, New York, Hong Kong and Tokyo. Maintain asset quality and operational risk levels. We are focused on sustainable growth to ensure our standards in relation to our asset quality and risk levels. We intend to maintain the quality of our loan portfolio by continuously improving our delinquency risk models, ensuring better results in credit granting and appropriate provisions for incurred losses. Our strategy involves maintaining our existing policy for our insurance business of careful evaluation of risk spreads through robust actuarial analysis, while entering into reinsurance agreements with well-known reinsurers to reduce exposure to large risks. With respect to risk management, we intend to continue our integrated approach that utilizes a centralized method for identifying, measuring, controlling, monitoring and mitigating credit, market, liquidity and operational risks. We intend to continue to use specialized risk management committees in relation to the adoption of institutional policies, operational guidelines and the establishment of limits for risk exposure in accordance with best international practices, with the aim of maintaining operational risk levels within adequate boundaries. Complement organic growth with strategic alliances and pursue selective acquisitions. To complement our organic growth strategy, we constantly seek opportunities for strategic alliances and selective acquisitions to consolidate our position as one of the leading financial institutions in Brazil and to expand our presence in growth markets such as consumer financing, investment banking, broker dealing and insurance. The acquisition of HSBC Brasil was the largest ever in our history and we expect an expansion of our operations, in particular, of profitable businesses and with low capital needs. In addition, we believe our strategic partnership with Banco do Brasil and Caixa in relation to credit, debit and pre-paid cards for checking account holders and non-account holders is an example of such a growth opportunity. Similarly, our merger with Odontoprev S.A. has increased our presence in the segment of dental care plans enabling us to consolidate our leadership position in the insurance market. We will continue to focus on asset quality, potential operating synergies, sale and acquisition of know-how to maximize return for our shareholders. Focus on corporate responsibility and sustainability as core principles of our business. We believe that corporate responsibility and sustainability are fundamental to our operations and have incorporated the following three principles into our overall strategy: a sustainable financial position, responsible management and investments in social and environmental projects. We are always seeking to develop and incorporate sustainable finance concepts into the process of designing and managing our products and services and in our relationships with clients and suppliers. We believe our admission to the sustainability indexes of both the New York Stock Exchange and B3 represents strong recognition of our


success in implementing sustainability principles. As part of this strategy, we will continue to apply social-environmental risk analysis in financing and investment activities in accordance with international practices, including the Equator Principles which we signed up to in 2004. Corporate responsibility has always been one of our core principles as evidenced by the significant investments we have made in education since 1956 through Fundação Bradesco, which is present in every state in Brazil and the Federal District, with 40 schools primarily located in regions of high socioeconomic deprivation. Fundação Bradesco offers quality formal education, free of charge, to children and young people from early childhood to high school as well as professional high school education for young people and adults, as well as initial and continuing education for employment and income.  26Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F   4.B. Business Overview
 We operate and manage our business through two segments: (i) the banking segment; and (ii) the insurance, pension plans and capitalization bond segment. The data for these segments was compiled from reports prepared for Management to assess performance and make decisions on allocating funds for investments and other purposes. Management uses various data, including financial data in conformity with BR GAAP and non-financial metrics compiled on different bases. For further information on differences between the results on a consolidated basis and by segment, see "Item 5.A. Operating Results - Results of operations for the year ended December 31, 2016 compared with the year ended December 31, 2015” and "Item 5.A. Operating Results - Results of operations for the year ended December 31, 2015 compared with the year ended December 31, 2014.” As of December 31, 2016, according to the sources cited in parentheses below, we were: ·one of the leading banks in terms of savings deposits, with R$97.1billion, accounting for 14.4% of Brazil's total savings deposits (Central Bank); ·one of the leaders in BNDES onlendings, with R$7.7 billion in disbursements (BNDES); ·the leader in volume of bank payment processing and collection services in Brazil (Central Bank); ·one of the leaders in automobile financing loans, with a market share of 13.8% (Central Bank); ·the leading bank in benefit payments from the INSS, with over 10.2 million INSS retirees, beneficiaries and other pensioners, accounting for 30.1% of the total number of INSS beneficiaries (INSS); ·one of the leaders in leasing operations in Brazil, with an outstanding amount of R$2.8  billion; through our subsidiary Bradesco Leasing S.A. Arrendamento Mercantil, or “Bradesco Leasing” (ABEL); ·Brazil’s largest private fund and investment manager, through our subsidiary BRAM, with R$609.7 billion in assets under management (ANBIMA), taking into account managed portfolios; ·industry leader in third-party asset management, with R$567.9 billion in managed assets, in addition to R$188.6 billion in assets managed though our subsidiaryand BEM, specialized in trust, custody and controllership of asset management services (ANBIMA); ·the leader in number of outstanding purchasing consortium quotas, through our subsidiary Bradesco Administradora de Consórcios Ltda., or “Bradesco Consórcios,” with 1,334,239 quotas in three segments, including: (i) automobiles, with 1,032,064 quotas; (ii) real estate, with 248,218 quotas, and (iii) trucks/tractors/machinery and equipment, with 53,957 quotas (Central Bank); and ·the largest company operating in the Brazilian insurance market, operating in all lines of this segment, with a 25.4% market share (SUSEP/ANS), through Grupo Bradesco Seguros, which mainly comprises: Bradesco Seguros S.A., or “Bradesco Seguros” and its subsidiaries: (i) Bradesco Vida e Previdência S.A., or “Bradesco Vida e Previdência;” (ii) Bradesco Capitalização S.A., or “Bradesco Capitalização;” (iii) Bradesco Auto/RE Companhia de Seguros S.A., or “Bradesco Auto/RE;” and (iv) Bradesco Saúde S.A., or “Bradesco Saúde.” The Group’s


total revenues in 2016 were R$71.4 billion in insurance premiums, pension plan contributions and capitalization bond income.  27Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  The main awards and acknowledgments that we received in 2016 are as follows: ·the most valuable brand in Brazil in the last 10 years, according to the ranking published by IstoÉ Dinheiro magazine in partnership with consultancy firm Kantar Vermeer, a division of the British WPP group; ·the bank is in the ranking of the 25 Most Valuable Brazilian Brands of 2016 (Interbrand, a consultancy specialized in brands); ·Bradesco BBI was awarded the title of best investment bank of Brazil in 2016 in the 17th edition of "Best Investment Banks of the world" (Global Finance magazine); ·best manager in short-term funds and shares(FGV); ·leading the rankings for large companies most featured in editions of the yearbook "Valor Carreira," considered, 12 times out of the 14 editions on the workplace, the best in people management (Valor Econômico newspaper in partnership with Aon-Hewitt); ·voted, for the fifth consecutive time, as the "best bank in the country," and Bradesco BBI was recognized for the second time as the "best investment bank in Brazil" in the edition of "Awards for Excellence 2016" (Euromoney magazine); ·awarded “Best Bank of the Year” in efinance 2016 (Executivos Financeirosmagazine), with 14 awards; ·BRAM received from Standard & Poor's the level AMP-1 (very strong), which is the highest in the scale of quality management of S&P Global Ratings; ·featured in the "Global Finance 2016" awards, receiving two awards: “Receba Fácil,” in the Trade Finance category and “Novo Net Empresa” for cell phones, in the Transaction Services (Global Finance magazine) category; ·for the 17th time, it was part of the list of “150 Melhores Empresas para Trabalhar no Brasil” ("150 Best Companies to Work For in Brazil"), (Época magazine, in partnership with the Great Place to Work Institute); ·awarded for the 1st time thePremios Latinoamérica Verde, in the Sustainable Finance category, with a case of Financial Inclusion and Sustainable Development in the Amazon. The prize, promoted by CAF – Development Bank of Latin America; ·best profitability and payment of dividends, in the banking sector, to shareholders in Latin America and in the USA (preferred shares), leading, again, the ranking of dividend yield; ·largest private-sector business group award (Grandes Grupos yearbook/Valor Econômico newspaper); ·led the growth in “Market Value” among all financial institutions listed on the Stock Exchange(Economatica / Exame); ·winner of the 18th annual Abrasca award with the “Best Annual Report,” in the “Public Company” category – companies with revenues equal to or greater than R$3 billion;” ·leader of the “Folha Top of Mind’ survey, in the “Top Finances” category, as one of the most remembered brands in savings, health insurance, insurance, and credit cards (Datafolha); ·featured in the “The Best in Personnel Management” survey (Valor Econômico newspaper with technical support from Aon); and ·leader of the financial sector list in the “The Best Companies for the Consumer” award, in the categories “Banks, Banks and Financial Services – Cards and Insurance” (Época magazine). Revenues per business segment The following table summarizes our main gross revenues by segment for the periods indicated:  28Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F   Years Ended December 31,

   R$ in thousands2016

   2015

   2014BankingInterest and similar income from loans and advances (1)

   77,141,672

   69,877,296

   62,634,879Fees and commissions

   20,696,785

   19,195,003

   17,570,839Insurance and pension plansPremiums retained from insurance and pension plans

   65,027,122

   58,760,780

   50,454,983(1)Includes industrial loans, financing under credit cards, overdraft loans, trade financing and foreign loans.
  For further details of our segments,seeNote5ofour consolidated financial statements in "Item 18. Financial Statements." We do not break down our revenues by geographic regions within Brazil, and less than 3.0% of our revenues come from international operations. For more information on our international operations, see "International banking services." Banking In our banking segment, we offer a range of banking products and services to our clients including deposit-taking, granting of loans and advance payments, debit and credit card services and capital market solutions, through our extensive distribution network. We have a diverse customer base that includes individuals and small, midsized and large companies in Brazil. Historically, we have cultivated a strong presence among the broadest segment of the Brazilian market, middle- and low-income individuals.   29Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  The following table shows selected financial data for our banking segment for the periods indicated.  Year ended December 31,

   Banking - R$ in thousands2016

   2015

   2014Statement of Income dataNet interest income

   49,156,109

   46,934,849

   43,034,717Impairment of loans and advances

   (18,829,460)

   (16,479,985)

   (10,432,347)Other income/(expenses) (1)

   (13,034,164)

   (31,200,150)

   (21,285,902)Income before income taxes

   17,292,485

   (745,286)

   11,316,468Income tax and social contribution

   (7,995,420)

   12,621,169

   (771,896)Net income for the year

   9,297,065

   11,875,883

   10,544,572Net income attributable to controlling shareholders

   9,293,766

   11,874,609

   10,532,724Net income attributable to non-controlling interest

   3,299

   1,274

   11,848Statement of Financial Position dataTotal assets

   921,916,290

   894,579,942

   872,867,916Selected results of operations dataInterest and similar incomeLoans and advances to banks

   8,689,347

   8,031,038

   8,569,988Loans and advances to customers

   68,452,325

   61,846,258

   54,064,891Financial assets

   35,709,708

   32,283,414

   24,899,632Compulsory deposits with the Central Bank

   5,667,516

   4,587,412

   4,277,351Other financial interest income

   66,210

   58,905

   46,598Interest and similar expensesDeposits from banks

   (30,542,950)

   (31,212,421)

   (26,429,261)Deposits from customers

   (15,462,989)

   (12,392,644)

   (11,903,447)Funds from securities issued

   (17,124,503)

   (11,597,283)

   (6,703,975)Subordinated debt

   (6,298,555)

   (4,669,830)

   (3,787,060)Net interest income

   49,156,109

   46,934,849

   43,034,717Net fee and commission income

   20,696,785

   19,195,003

   17,570,839Note: Inter segment transactions have not been eliminated.(1)For additional information, see "Item 5.A. Operational Results".
    30Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Products and banking services In order to meet the needs of each client, we offer the following range of banking products and services: ·deposit-taking with clients, including checking accounts, savings accounts and time deposits; ·loans and advances (individuals and companies, housing loans, microcredit, onlending BNDES/Finame, rural credit, leasing, among others); ·credit cards, debit cards and pre-paid cards; ·cash management solutions; ·public authority solutions; ·asset management; ·services related to capital markets and investment banking activities; ·intermediation and trading services; ·capital markets solutions; ·international banking services; ·import and export financing; and ·consortiums. Deposit-taking with clients We offer a variety of deposit products and services to our customers mainly through our branches, including: ·Non-interest-bearing checking accounts, such as: -Easy Account(Conta Fácil) – Target market: Individuals and companies that have a checking account and a savings account under the same bank account number, using the same card for both accounts; -Click Account(Click Conta)– Target market: checking accounts for young people from 11 to 17 years of age, with exclusive website and debit card, automatic pocket money service and free online courses, among other benefits; and -Academic Account(Conta Universitária) – Target market: low fee checking account for college students, with subsidized credit conditions, exclusive website and free online courses, among other benefits. ·traditional savings accounts, which currently earn the Brazilian reference rate, ortaxa referencial, known as the "TR," plus 6.2% annual interest in the case the SELIC rate is higher than 8.5%p.a.or TR plus 70.0% of the SELIC rate if the SELIC rate is lower than 8.5%p.a.; and ·time deposits, which are represented by Bank Deposit Certificates (certificados de depósito bancário– or "CDBs"), and earn interest at a fixed or floating rate. As of December 31, 2016, we had 26.8 million checking account holders, 25.2 million of which were individual account holders and 1.6 million of which were corporate account holders. As of the same date, we had 62.1 million savings accounts. The following table shows a breakdown of our deposits from customers by type of product on the dates indicated:  31Bradesco


Table of Contents 4.B. Business OverviewForm 20-F   December 31,

   R$ in thousands, except %2016

   2015

   2014Deposits from customersDemand deposits

   32,521,234

   14.0%

   23,012,068

   11.8%

   32,086,299

   15.3%Reais

   30,936,451

   13.3%

   21,122,202

   10.9%

   31,113,116

   14.8%Foreign currency

   1,584,783

   0.7%

   1,889,866

   1.0%

   973,183

   0.5%Savings deposits

   97,088,828

   41.7%

   91,878,765

   47.2%

   92,154,815

   43.9%Reais

   97,088,828

   41.7%

   91,878,765

   47.2%

   92,154,815

   43.9%Time deposits

   103,137,867

   44.3%

   79,619,267

   40.9%

   85,790,391

   40.8%Reais

   87,286,295

   37.5%

   53,932,917

   27.7%

   56,998,851

   27.1%Foreign currency

   15,851,572

   6.8%

   25,686,350

   13.2%

   28,791,540

   13.7%Total

   232,747,929

   100.0%

   194,510,100

   100.0%

   210,031,505

   100.0%
    32Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Loans and advances to customers The following table shows loans and advances to customers broken down by type of product and period: December 31,

   R$ in thousands2016

   2015

   2014Loans and advances to individuals outstanding by type of operationOther loans and advances to individuals

   84,165,325

   80,070,794

   79,827,931Housing loans

   60,458,038

   48,114,515

   40,103,169Onlending BNDES/Finame

   35,816,560

   38,158,108

   42,168,754Other corporate loans and advances

   107,951,154

   107,047,136

   102,310,327Rural loans

   14,422,799

   13,710,274

   17,057,992Leasing

   2,738,611

   3,072,777

   4,319,149Credit cards

   37,407,733

   30,943,428

   28,072,447Import and export financings

   49,123,653

   49,206,636

   35,336,912Total

   392,083,873

   370,323,668

   349,196,681
  The following table summarizes concentration for our outstanding loans and advances to customers by borrower on the dates shown: December 31,

   2016

   2015

   2014Borrower sizeLargest borrower

   2.3%

   2.8%

   2.0%10 largest borrowers

   8.5%

   9.2%

   6.9%20 largest borrowers

   12.6%

   13.3%

   10.0%50 largest borrowers

   18.5%

   19.5%

   14.2%100 largest borrowers

   23.0%

   23.8%

   17.8%
  Other loans and advancesto individuals Our significant volume of individual loans enables us toavoid concentration on anyindividual loans on the performance of our portfolio and helps build customer loyalty. They consist primarily of: ·personal loans with pre-approved overdraft facilities to be obtained through our branches, ATM network, call center, mobile and internet banking, with average repayment terms in four months with an average interest rate of 8.1% per month as of December 31, 2016. It also includes payroll-deductible loans to INSS pension plan beneficiaries and retirees and public servants and private sector employees; ·vehicle financings with average repayment terms of 12 months with an average interest rate of 1.7% per month as of December 31, 2016; and ·overdraft loans on checking accounts - "cheque especial," with average repayment terms of one month, at interest rates varying from 12.7% to 13.6% per month as of December 31, 2016. As of December 31, 2016, we had outstanding personal loans, vehicle financings, and overdraft loans totaling R$84.2 billion, or 21.5% of our portfolio of loans and advances to customers. Banco Bradesco Financiamentos ("Bradesco Financiamentos") offers direct-to-consumer creditthrough our extensive network of correspondents in Brazil, which includes retailers and dealers of light and heavy vehicles and motorcyclesand payroll-deductible loans to the public and private sectors in Brazil. Under the “Bradesco Promotora” brand, we offer payroll-deductible loans to INSSretirees and pensioners and public-sector employees (federal, state and municipal), military personnel and private-sector companies sponsoring plans, and other aggregated products (insurance, cards and others). Housing loans As of December 31, 2016, we had 162.6 thousandactive financing contracts under mortgage or fiduciary disposal of real estate.The aggregate outstanding amount of our housing loans amounted to R$60.5 billion, representing 15.4% of our portfolio of loans and advances to customers. Housing loans are carried out for the purpose of: (i) acquisition of residential and commercial real estate, and urban plots; and (ii) construction of residential and commercial developments.  33Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  Financing for the acquisition of residential real estate has a maximum term of up to 30 years and annual interest rates of 10.7% to 12.0%per annum, plus TR, while commercial real estate has a maximum term of up to ten years and annual interest rates of 13.0% to 15.0% p.a. plus TR. Financing for construction, also known as the Businessman Plan, has a construction term of up to 36 months and interest rate of 12.0% to 16.0%per annum, plus TR, and a six-month grace period for the realization of transfers to borrowers. However, if the debt is not paid in full through the transfer of loans to the buyers of the units after construction is finished, the remaining balance must be paid by the builder within 36 months and at TR plus 16.0% to 18.0%per annum. Central Bank regulations require us to provide at least 65.0% of the balance of savings accounts in the form of housing loans; 24.5% incompulsory deposit requirement and 5.5% in additional compulsory deposit requirement. The remaining balance should be allocated to cash and cash equivalents and/or other operations according to regulations in force. BNDES onlending/FINAME The government has certain products and programs to provide government-funded long-term loans with below-market or subsidized interest rates, focusing on economic development. We are structuring agents of BNDES funds, which is the development bank of the Brazilian government.  We then on-lend these funds to borrowers in several sectors of the economy. We determine the spread on some of the loans based on the borrowers' credit. Although we bear the risk for these BNDES and FINAME onlending transactions, these transactions are always secured. According to BNDES, in 2016, we disbursed R$7.7 billion, 46.2% of which was loaned to micro, small and medium-sized companies. Our BNDES onlending portfolio totaled R$35.8 billion as of December 31, 2016, and accounted for 9.1% of our portfolio of loans and advances to customers at that date. Other corporate loans and advances  We provide traditional loans for the ongoing needs of our corporate customers. As of December 31, 2016, we had R$108.0 billion of outstanding other local commercial loans, accounting for 27.5% of our portfolio of loans and advances to customers. We offer a range of loans to our corporate customers based in Brazil, including: ·short-term loans of 29 days or less; ·working capital loans to cover our customers' cash needs; ·guaranteed checking accounts and corporate overdraft loans; ·discounting trade receivables, promissory notes, checks, credit card and supplier receivables, etc.; ·financing for purchase and sale of goods and services; and ·investment lines for acquisition of assets and machinery. These lending products generally bear interest at a rate of 1.7% to 13.2% per month. In addition to these loans, we also offer guarantees,which are a contractual commitment, in which we guarantee the fulfillment of the obligations to our customers (debtors) before third parties (beneficiaries). Rural credit We extend loans to the agricultural sector financed by compulsory deposits, or the Amount Subject to Compulsory Deposit Requirement (“VSR”), BNDES onlendings and our own funds, in accordance with Central Bank regulations. As of December 31, 2016, we had R$14.4 billion in outstanding rural credit, representing 3.7% of our portfolio of loans and advances to customers. In accordance with Central Bank regulations, loans arising from compulsory deposits are paid a fixed rate. The annual fixed rate was 9.5%, on average, as of December 31, 2016. Repayment of these loans generally coincides with agricultural harvest and principal is due when a crop is sold. For BNDES onlending for rural investment the term is no more than ten years with repayments on a semi-annual or annual basis. As security for such loans, we generally obtain a mortgage on the land where the agricultural activities being financed are conducted. Since July 2012, Central Bank regulations require us to use at least 34.0% of the annual average (from June through May) of our VSR to provide loans to the agricultural sector.  34Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Leasing According to ABEL, as of December 31, 2016, our leasing companies were among the sector leaders, with a 19.7% market share. According to this source, the aggregate discounted present value of the leasing portfolios in Brazil as of December 31, 2016 was R$14.1 billion. As of December 31, 2016, we had 20,094 outstanding leasing agreements totaling R$2.7 billion, representing 0.7% of our portfolio of loans and advances to customers. The Brazilian leasing market is dominated by financial institutions, including companies affiliated with Brazilian and foreign manufacturers. Brazilian lease contracts generally relate to motor vehicles, computers, industrial machinery and other equipment. Most of our leasing operations are financial (as opposed to operational). Our leasing operations primarily involve the leasing of trucks, cranes, aircraft, ships and heavy machinery. As of December 31, 2016, 50.7% of our outstanding leasing operations were for vehicles. We conduct our leasing operations through our primary leasing subsidiary, Bradesco Leasing and also through Bradesco Financiamentos. We obtain funding for our leasing operations primarily by issuing debentures and other securities in the domestic market. As of December 31, 2016, Bradesco Leasing had R$101.9 billion of debentures outstanding in the domestic market. These debentures will mature in 2032 and bear monthly interests at the interbank interest rate (“CDI rate”). Terms of leasing agreements Financial leases represent a source of medium and long-term financing for Brazilian customers. Under Brazilian law, the minimum term of financial leasing contracts is 24 months for transactions relating to products whose average life of five years or less, and 36 months for transactions for those with an average useful life of five years or more. There is no legal maximum term for leasing contracts. As of December 31, 2016, the remaining average maturity of contracts in our lease portfolio was approximately 57 months. Targeted Production Microcredit We offer a product named “targeted production microcredit” to formal and informal entrepreneurs, in accordance with Central Bank regulations requiring banks to use 2.0% of their cash deposits to provide microcredit loans. As of December 31, 2016, we had 10,009 microcredit loans outstanding, totaling R$23.4 million. In accordance with Central Bank regulations, consumer microcredit operations are charged up to a maximum effective interest rate of 2.0% per month. However, microcredit loans for certain types of business or specific products (“microcrédito produtivo orientado”) have a maximum effective interest rate of up to 4.0% per month.The CMN requires that the maximum amount loaned to a borrower be limited to (i) R$2,000 for low income individuals in general (consumer microcredit); (ii)R$5,000 for individuals or legal entities engaged in a productive activity of professional, commercial or industrial nature, provided that the sum of the value of the operation and the balance of other credit operations does not exceed R$40,000; and (iii) R$15,000 for ourmicrocrédito produtivo orientadotransactions.In addition, microcredit loans may not be for less than 120 days, and the origination fee must be up to 2.0% of the loan value for individuals and up to 3.0% for microentrepreneurs[...]. Credit cards We offer a range of credit cards to our clients including Elo, American Express, Visa, MasterCard brands and private label cards, whichstand outdue to theextent of benefits andconvenience offered to associates. We earn revenues from our credit card operations through: ·fees on purchases carried out in commercial establishments; ·issuance fees and annual fees; ·interest on credit card balances; ·interest and fees on cash withdrawals through ATMs; and  35Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  ·interest on cash advances to cover future payments owed to establishments that accept credit cards. We offer our customers the most complete line of credit cards and related services, including: ·cards issued for use restricted to Brazil; ·credit cards accepted nationwide and internationally; ·credit cardsdirected towardhigh net worth customers, such as Gold, Platinum, Infinite/Blackand Nanquim fromElo, Visa, American Express and MasterCardbrands; ·multiple cards that combine credit and debit features in a single card, which may be used for traditional banking transactions and shopping; ·co-branded credit cards, which we offer through partnerships with companies; ·"affinity" credit cards, which we offer through associations, such as sporting clubs and non-governmental organizations; and ·private label credit cards, whichwe only offer to customers of retailers, designed to increase business and build customer loyalty for the corresponding retailer, which may or may not have a restriction on making purchases elsewhere, among others. We hold 50.01% of the shares of Elopar, an investment holding company which investments include Alelo (benefit cards, pre-paid and money card), Livelo (coalition loyalty program), Stelo (digital portfolio for online purchases), as well as participations in Elo Serviços (brand) and Banco CBSS and Ibi Promotora (stores for sales of cards, personal credit, consigned credit and other products).We hold 30.06% of the shares of Cielo S.A. We also have a card business unit abroad, Bradescard Mexico, which has a partnership with C&A and also with Suburbia stores of the Walmex Group and the LOB and Bodega Aurrera store chains. With the acquisition of HSBC Brasil, our credit card portfolio was expanded, consolidating our position in the domestic financial market. As of December 31, 2016, we had several partners with whom we offered co-branded, affinity and private label/hybrid credit cards. These relationships have allowed us to integrate our relationships with our customers and offer our credit card customers banking products, such as financing and insurance. The following table shows our volume of transactions and total number of transactions of credit cards for the years indicated:  In millions2016

   2015

   2014Volume traded - R$

   159,172.5

   140,063.8

   131,999.9Number of transactions

   1,784.0

   1,530.3

   1,423.4
  Import and Export Financing For information on Import and Export Financing, see "Item 4.B. Business Overview – Foreign branches and subsidiaries.” Cash Management Solutions Management of accounts payable and receivable -In order to meet the cash management needs of our customers in both public and private sectors, we offer many solutions for managing accounts payable and receivable, supported by our network of branches, bank correspondents and electronic channels, all of which aim to improve speed and security for customer data and transactions. The solutions provided include: (i) receipt and payment services and (ii) resource management, enabling our customers to pay suppliers, salaries, and taxes and other levies to governmental or public entities. These solutions, which can also be customized, facilitate our customers' day-to-day tasks and help to generate more business. We also earn revenues from fees and investments related to collection and payment processing services and, also by funds in transit received up to its availability to the related recipients. Solutions for receipts and payments -In 2016, we processed 1.6 billion receipts, for the payment of taxes, utility bills (such as water, electricity, telephone and gas), checks custody service, identified deposits and credit orders via our credit order by teleprocessing system “OCT.” In 2016, the number of


documents processed through virtual means (Pag-For Bradesco, Net Empresa and Online Tax Payment) was 862 million.  36Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Global Cash Management -Global Cash Management aims at structuring solutions to foreign companies operating in the Brazilian market and Brazilian companies making business in the international market. By way of customized solutions, partnerships with international banks and access to the Society for Worldwide Interbank Financial Telecommunication (SWIFT) network, we offer products and services for carrying out the cash management of these companies. Niche Markets- We operate in various niche markets, such as education, health, condominiums, country clubs, expeditors and driving schools, transportation, franchising, and religion, among others, where our clients have the support of a specialized team with the mission of structuring custom solutions that add value to their business. As an example, the Franchising & Business niche has a team of franchising specialists that, through their relationship with franchising companies, identify opportunities for financing and providing services to all franchisees and their employees. The partnership with the franchise networks occurs through structured commercial activities in synergy with the managing departments, commercial segments, and affiliated companies. The focus on the peculiarities of this sector creates a competitive and sustainable position by structuring appropriate solutions and, in particular, through the strategy of providing differentiated and specialized service. We have approximately 400 agreements in place with franchising companies, generating numerous opportunities to open new current accounts and leveraging business with the respective franchisees. Another important feature in this area is the support we provide towards the development of Local Production Arrangements (“APLs”), by providing service to businesses and assistance to these clients. Participating in an APL strengthens the companies, because together they can form an articulated and important group for local development, allowing for greater competitive and sustainable advantages for micro and small businesses. Currently, we service 417 APLs throughout the country.  Public authority solutions We have a specific area dedicated to serving public administration, which offers specialized services aimed at identifying business opportunities and structuring customized solutions to entities and bodies of the Executive, Legislative and Judiciary branches at federal, state and municipal levels, in addition to independent governmental agencies, public foundations, state-owned and mixed companies, the armed forces (army, navy and air force) and the auxiliary forces (federal and state police forces). Our exclusive website developed for our customers (www.bradescopoderpublico.com.br) offers corporate solutions for federal, state and municipal governments for payments, receipts, human resources and treasury services. The website also features exclusive facilities for public employees and the military, showing all of our products and services for our customers. Our relationships with such public authorities are developed and maintained by specialized business managers located in distribution platforms throughout the country, which can be identified on our website. In 2016, we took part in bidding processes sponsored by the Brazilian government and were successful in 95.0% of these processes. Furthermore,we continue to be leadersin payments of INSS benefits, with more than 10.1 million retirees and pensioners. Asset management and administration BRAM manages third-party funds through: ·mutual funds; ·individual and corporate investment portfolios; ·pension funds, including assets guaranteeing the technical provisions ofBradesco Vida e Previdência; ·insurance companies, including assets guaranteeing the technical provisions ofBradesco Seguros; and ·receivable funds (FIDCs –Fundos de Investimento em Direitos Creditórios) and FIIs (Real Estate Investment Funds).  37Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  Management of funds and portfolios -On December 31, 2016, BRAM managed 1,235 funds and 210 portfolios, providing services to 3.0 million investors. Among its biggest customers are all the main segments of Bradesco, like Prime, Corporate, Private,Varejo(Retail), Bradesco Empresas (for more information on our segmentation, see“Segmentation of clients”) and Grupo Bradesco Seguros, in addition to institutional investors in Brazil and abroad, and various family offices. The following tables show the equity of funds and portfolios which are under our management, the number of investors and the number of investment funds and managed portfolios for each period: Equity under Management by Type of Investment as of December 31,

   R$ in thousands2016

   2015Investment FundsFixed income

   519,945,330

   364,942,372Variable income

   7,108,509

   2,956,294Third party share funds

   42,432,619

   27,917,866Total

   569,486,458

   395,816,532Managed PortfoliosFixed income

   33,083,205

   32,797,032Variable income

   7,097,555

   4,896,936Total

   40,180,760

   37,693,968Overall Total

   609,667,218

   433,510,500
  As of December 31,

   2016

   2015Number

   Quotaholders

   Number

   QuotaholdersInvestment Funds

   1,235

   3,005,799

   927

   2,672,593Managed Portfolios

   210

   210

   146

   95Overall Total

   1,445

   3,006,009

   1,073

   2,672,688
  Administration of funds and portfolios -On December 31, 2016, BEM and us administered 2,656 funds and 306 portfolios, providing services to 3.0 million investors. These funds comprise a wide group of fixed-income, non-fixed income, investments abroad and multimarket funds, among others. The following tables show the equity of funds and portfolios which are under administration, the number of investors and the number of investment funds and portfolios under administration for each period.  38Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Equity under Administration byType of Investmentas of December31

   R$ in thousands2016

   2015Investment FundsFixed income

   669,657,368

   485,125,394Variable income

   31,389,907

   21,295,410Third party share funds

   7,710,418

   3,922,457Total

   708,757,693

   510,343,261Managed PortfoliosFixed income

   33,083,205

   32,797,032Variable income

   7,097,555

   4,896,936Third party share funds

   7,550,131

   2,246,577Total

   47,730,891

   39,940,545Overall Total

   756,488,584

   550,283,806
  As of December 31,

   2016

   2015Number

   Quotaholders

   Number

   QuotaholdersInvestment Funds

   2,656

   3,034,787

   2,054

   2,710,988Managed Portfolios

   306

   1,188

   320

   1,138Overall Total

   2,962

   3,035,975

   2,374

   2,712,126
  Our products are mostly distributedthroughour branch network, banking service by phone and the Internet (www.bradesco.com.br - investments). Services related to capital markets and investment banking activities As our investment bank, “Bradesco BBI” originates and executes mergers and acquisitions, and originates, structures, syndicates and distributes fixed-income and equity capital market transactions in Brazil and abroad. In 2016, Bradesco BBI advised customers on 283 transactions across a range of investment banking products, totaling R$209.8 billion. Equities and public offerings -Bradesco BBI coordinates and places public offerings of shares in local and international capital markets and intermediates public tender offers.Bradesco BBI ended 2016 with a significant presence in the IPOs and Follow-ons by Brazilian issuers. Bradesco BBI participated as coordinator and joint bookrunner in eight offers, which represented an aggregate volume of R$9.1 billion; Coordinator for the cancellation of DASA’s registration (deal value of R$837.1 million); Coordinator for the takeover of Tempo Participações (deal value of R$318.2 million); Bookrunner in the follow-on of Rumo Logística  (deal value of R$2.6 billion); Bookrunner in the re-IPO of Energisa (deal value of R$1.5 billion); Coordinator for the cancellation of Évora’s registration (deal value of R$110.9 million); Bookrunner in the follow-on of CVC (deal value of R$1.2 billion); Coordinator for the takeover of Alpargatas (deal value of R$499.5 million); and leading Coordinator of SANEPAR bid (deal value of R$2.0 billion). Fixed income -After having been engaged in a number of transactions throughout the year of 2016, Bradesco BBI closed in 2016 in a strong position in fixed income operations.For the year ending December 31, 2016, Bradesco BBI was the market leader in terms of value, according to ANBIMA’s origination and distribution fixed income ranking. In the period, it coordinated 89 domestic-market offerings totaling more than R$21.8 billion. In the international broker-dealer market, Bradesco BBI is continuously expanding its presence. In 2016, it acted as “joint bookrunner” for 13 bond issues. In 2016, Bradesco BBI won “The Best Investment Bank” in Brazil Award by Euromoney magazine and by Global Finance, in addition to being elected the most innovative bank by The Banker. Structured operations -Bradesco BBI offers customized financial solutions for its customers in terms of their needs such as: investments, acquisitions, corporate reorganization, share repurchase, improved financial ratios, capital structure streamlining, and assets and risk segregation, by offering a number of funding tools to companies. Additionally, Bradesco BBIhas a strong presencein the acquisition finance segment and in securitization (CRIs - Certificates of Real Estate Receivables, CRAs - Certificates of Agribusiness Receivables and FIDCs –Fundos de Investimento em Direitos Creditórios).In 2016, Bradesco BBIalsohelda leading positionin thesecuritizationranking published by ANBIMA,as a result of structuring25 operationswith a total valueof R$4.1 billion.  39Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  Mergers and acquisitions -Bradesco BBI provides advisory servicesto importantcustomers inmerger, acquisition, including corporate sale transactions, private placements,formingjoint ventures, financial and corporaterestructuring,and privatizations. In 2016, Bradesco BBI was rated as the leader in the ranking of mergers and acquisitions in Brazil, as disclosed by ANBIMA. During the year, Bradesco BBI advised on 17 transactions with a disclosed value of R$70.3 billion. Project finance -Bradesco BBIhas a solid background as financial advisor and structuring agent for a number of projects involving project and corporate finance, seeking to optimize financing solutions for projects across various industries through both credit and capital markets. As of December 31, 2016, Bradesco BBI was involved in providing financial advice and structuring for approximately 154 projects totaling R$108.7billion in investments. Intermediation and trading services Bradesco S.A. CTVM, or "Bradesco Corretora," operates in the financial market, and has as its objective the mediation of the purchase and sale of shares, commodities futures contracts, financial assets, indexes, options, share rental, and forward contracts, in the primary and secondary market. It also offers a wide range of products such as Investment Clubs, government securities throughTesouro Direto(Treasury Direct), and is admitted to negotiations in B3 and in the organized over-the-counter market, which are tailored to the needs of high net-worth individuals, major corporations and institutional investors. In 2016, Bradesco Corretora traded R$171.0 billion in the B3 equities market and the exchange ranked it 7th in Brazil in terms of total trading volume. In addition, in the same period, Bradesco Corretora traded 25.4 million futures, terms, swaps and options totaling R$2.2 trillion on the B3. In 2016, Bradesco Corretora ranked 14th in the Brazilian market, in relation to the number of futures contracts, terms, swaps and options executed. Bradesco Corretora was awarded byB3,within theOperationalQualifyingProgram(PQO), fourexcellence seals(Carrying Broker, Agro Broker, Retail Broker and Execution Broker), indicating the high quality of its future market transactions. Bradesco Corretora is also certified by CETIP(Clearing House for the Custody and Financial Settlement of Securities, currently “B3”). Bradesco Corretora offers its clients the possibility to trade securities on the Internetthrough its "Home Broker" service. In 2016, "Home Broker" trading totaled R$14.6 billion, or 1.9% of all Internet transactions on B3, and Bradesco Corretora was the 15th largest Internet trader in the Brazilian market. Bradesco Corretora has a full range of services in investment analysis with coverage of the main sectors and companies of the Brazilian market. With a team of 33 analysts, it is composed of sector specialists who fairly disclose their opinions to the customers by way of follow-up reports and instruction guides, with a wide range of projections and comparison multiples. Bradesco Corretora also has a team of its own economists dedicated to the customers' specific demands, focused on the stock market. Over 500 reports, in English and Portuguese, are forwarded on a monthly basis to the most important investors domiciled in Brazil, the United States, Europe and Asia. Bradesco Corretora also operates through Bradesco Corretora offices located throughout Brazil. This is another service channel, where certified professionals guide clients interested in performing the purchase and sale of shares and other products. Bradesco Corretora offers its services as a representative of non-resident investors for transactions in the financial and capital markets, in accordance with CMN Resolution No. 4,373/14. For more details of CMN Resolution No. 4,373/14, see "Item 10.D. Exchange Controls." Capital markets solutions In 2016, we were one of the main providers of capital markets services and we maintained our leadership position in the domestic market according to the ANBIMA’s ranking of custody of assets. Among the main services we offer in this segment, we highlight: qualified custody of securities for investors and issuers, administrators of investment funds, clubs and managed portfolios; bookkeeping of securities (shares, BDRs - Brazilian Depositary Receipts, quotas of investment funds, CRIs - Certificates of Real Estate Receivables and debentures); custody of shares backed by DR - Depositary Receipts, loan of shares, liquidating bank, depositary (Escrow Account - Trustee), clearing agent, tax and legal representation for non-resident investors, and fiduciary administration for investment funds. We have twelve Quality Management System ISO 9001:2008 certifications and three data protection GoodPriv@cy certifications. We also hold an ISAE 3402 (International Standard on Assurance Engagements) certification, which comprises assurance reports on controls at a service organization under


international standards.These certifications expand the structures of controls, increasing the level of effectiveness and quality of processes.  40Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  As of December 31, 2016, the set of the services provided by us, which we call “Bradesco Custódia” was composed of: ·custody and controllership services for investment funds and managed portfolios involving: ·R$1.3 trillionin client assets under custody; ·R$1.9 trillion in total shareholders’ equity of investment funds and managed portfolios which used our controllership services; and ·R$83.4 billion in market value, related to 23 ADR programs and 4 GDR (Global Depositary Receipts) programs. ·fiduciary administration for third party funds: ·R$298.3 billion total shareholders’ equity of third-party investment funds under fiduciary administration by BEM. ·securities bookkeeping: ·242 member companies of the Bradesco Book-entry Stock System, with 4.3 million shareholders; ·327companies with 441 issues in the Bradesco’s Book-Entry debenturessystem (value of R$319.7 billion); ·681 investment funds in the Bradesco Book-Entry Wuotas System (value of R$71.1 billion); and ·we managed 36 BDR (Brazilian Depositary Receipts) programs, with a market value of R$2.1 billion. ·depositary (Escrow Account) ·10,882 contracts, with a financial volume of R$15.2 billion. In December 2014, the CVM issued Instruction No. 555/14 which regulates the establishment, management, operation, and disclosure of information on investment funds, fully repealing Instruction No. 409/04. Said Instruction came into effect in October 2015 and granted an adaptation period of regulations of pre-existing funds until June 2016. In this period, several investment funds were adapted, managed by BEM and by us. In March 2015, the CVM published Instruction No. 558/15, which repealed Resolution No. 142/92 and Instructions Nos. 306/99, 364/02, and 448/07. This Instruction establishes the minimum requirements for the professional exercise of securities portfolio management and came into effect in January 2016with a transitional period expiring in June 2016. As a result of the provisions of this standard, in accordance with our governance policies, we established that BRAM would be responsible for managing funds and that we would be responsible for the provision of fiduciary management services and BEM. In July 2016, the CVM issued Instruction No. 577/16, which amends the Accounting Plan of Investment Funds (“COFI”), as an appendix of Instruction No.438/06, from July 2006. This instruction came into effect on its date of issue, applied to the fiscal years beginning in or after January 2017. As a result of the provisions of this instruction, all existing assets in investment fund portfolios regulated by Instruction No. 555/14 are evaluated at fair value. In August 2016, the CVM amended the rules governing private equity investment funds by issuing Instructions Nos.578/16 and 579/16, which deal respectively with the establishment, operation, management, and preparation and disclosure of the financial statements of these funds. These standards fully repeal Instructions Nos.209/94,225/94,236/95,253/96,278/98,363/02,368/02,391/03,406/04,453/07,460/07,496/11,501/11,535/13,540/13, and some provisions of Instructions Nos. 435/06, 450/07, and 498/11. According to Instruction No. 578/16, private equity funds may invest in overseas funds, acquire simple debenture, and make an advancefor future capital increase. Pre-existing funds must adapt their regulations by August 2017 or earlier, in the event of a public or restricted offer of shares. The Instruction No. 579/16 came into effect on its date of issue, applied to the accounting periods beginning in or after January 2017. The main change introduced by this instruction is the concept of an investment entity, determining that


funds classified under this condition must evaluate their assets at fair value, and the appraisal report may be drafted by the manager. If it is not an investment entity, assets are to be evaluated according to the equity method of accounting.  41Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  International banking services As a private commercial bank, we offer a wide range of international services, such as foreign trade finance and foreign currency loans, foreign exchange operations and international sureties, lines of credit and banking. As of December 31, 2016, our international banking services included: Branches: ·one in New York City; ·one in the Cayman Islands; and ·one in London. Subsidiaries: ·oneinLondon: Bradesco Securities U.K., named "Bradesco Securities U.K.;" ·one in the Cayman Islands: Cidade Capital Markets Ltd., or "Cidade Capital Markets;" ·one in Argentina: Banco Bradesco Argentina S.A., or "Bradesco Argentina;" ·one in Luxembourg: Banco Bradesco Europa S.A., or "Bradesco Europe;" ·oneinJapan: Bradesco Services Co. Ltd., or"Bradesco Services Japan;" ·one in Mexico: Bradescard México, Sociedad de Responsabilidad Limitada, or "Bradescard México;" ·twoin Hong Kong: (i) Bradesco Trade Services Ltd. or "Bradesco Trade;" and (ii) Bradesco Securities Hong Kong or "Bradesco Hong Kong;" and ·three in New York:(i) Bradesco Securities Inc. or “Bradesco Securities U.S.;” (ii) Bradesco North America LLC or “Bradesco North America;” and (iii) BRAM US LLC. Ourinternational and foreign exchange departmentin Brazil coordinates our international transactions with support from 30 operational units specializing in foreign exchange and trade businesses located at major exporting and importing areas nationwide. Revenues from Brazilian and foreign operations The table below breaks down revenues (interest and similar income, and fee and commission income) from our Brazilian and foreign operations for the periods shown: For the years ended December 31,

   2016

   2015

   2014R$ in thousands

   %

   R$ in thousands

   %

   R$ in thousands

   %Brazilian operations

   164,975,062

   98.2%

   141,487,792

   97.6%

   118,500,386

   98.2%Overseas operations

   3,066,400

   1.8%

   3,417,333

   2.4%

   2,152,690

   1.8%Total

   168,041,462

   100.0%

   144,905,125

   100.0%

   120,653,076

   100.0%
  Foreign branches and subsidiaries Our foreign branches and subsidiaries principally provide financing in foreign currency (particularly foreign trade finance operations) to Brazilian and non-Brazilian customers. Total assets of the foreign branches, excluding intra-group transactions, were R$56.6 billion, as of December 31, 2016, denominated in currencies other than the real. Funding required forfinancing or Brazilian foreign tradeis primarily obtained from the international financial community, through credit lines granted by correspondent banks abroad. We issued debt securities in international capital markets as an additional source of funding, which amounted to US$1.9 billion in 2016. The following is a brief description of our subsidiaries abroad: Bradesco Europa- Through its unit in Luxembourg and its branch in London, it is also dedicated to providing additional services to clients of the private banking segment.As of December 31, 2016, its total assets were R$11.7 billion. Bradesco Argentina- It was set up with the purpose of granting financing, largely to companies


based in Brazil with local establishments and, to a lesser extent, to companies based in Argentina doing business with Brazil. As of December 31, 2016, Bradesco Argentina had R$145.8 million in assets.  42Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Cidade Capital Markets– In February 2002, Bradesco acquired Cidade Capital Markets in Grand Cayman, through to the acquisition of its parent company in Brazil, Banco Cidade. As of December 31, 2016, Cidade Capital Markets had R$134.2 million in assets. Bradesco Securities (U.S., U.K. and H.K.)- Bradesco Securities, our wholly owned subsidiary, is a broker dealer in the United States, England and Hong Kong: ·Bradesco Securities U.S. focuses on facilitating the purchase and sale of shares, primarily in the form of ADRs and common shares. It is also an authorized dealer in bonds, commercial paper and deposit certificates, among other securities, and may provide investment advisory services. As of December 31, 2016, Bradesco Securities U.S. had assets of R$113.8 million; ·Bradesco Securities U.K. focuses on the intermediation of equities and fixed income operations for Brazilian companieswith global institutional investors. As of December 31, 2016, Bradesco Securities U.K. had assets of R$26.8 million; and ·Bradesco Securities H.K. focuses on the trading of ADRs and public and private securities issued by Brazilian companies to global institutional investors. As of December 31, 2016, Bradesco Securities H.K. had assets of R$19.9 million. BRAM U.S. LLC–It manages funds and portfolios of investments dedicated to American investors. On December 31, 2016, its assets totaled R$600 thousand. Bradesco North America LLC– It serves as a holding company for our investments in non-bank businesses in the United States. As of December 31, 2016, its total assets were R$2.5 million. Bradesco Services Japan– It was incorporated to provide support and specialized services to the Brazilian community in Japan, including remittances to Brazil and advice regarding investments within Brazil. Bradesco Trade Services– A non-financial institution and a subsidiary of our branch in the Cayman Islands, which we incorporated in Hong Kong in January 2007, in partnership with the local Standard Chartered Bank. Bradescard Mexico– The business cards unit maintains a partnership with the chain of C&A stores, and also with the Suburbia stores, of the Walmex Group, and with the chains of LOB and Bodega Aurrera stores.As of December 31, 2016, its assets totaled R$630.5 million. Banking operations in the United States In January 2004, the United States Federal Reserve Bank authorized us to operate as a financial holding company in the United States. As a result, we may do business in the United States directly or through a subsidiary, and, among other activities, may sell insuranceproductsand certificates of deposit, provide underwriting services, act as advisors on private placements, provide portfolio management and merchant banking services and manage mutual fund portfolios. Import and export financing Our Brazilian foreign-trade related business consists of export and import finance. In import financing/refinancing, we directly transfer funds in foreign currency to foreign exporters, pegging the payment in local currency by Brazilian importers. In export finance, exporters obtain advances inreaison closing an export forex contract for future receipt of foreign currency on the contract due date. Export finance arrangements prior to shipment of goods are known locally as Advances on Exchange Contracts or "ACCs," and the sums advanced are used to manufacture goods or provide services for export. If advances are paid after goods or services have been delivered, they are referred to as Advances on Export Contracts, or "ACEs." There are still other formsof export financing, such as export prepayments, onlendings from BNDES-EXIM funds, Export Credit Notes and Bills (referred to locally as "NCEs" and "CCEs"), and Export Financing Program with rate equalization – “PROEX.” Our foreign trade portfolio is funded primarily by credit lines from correspondent banks. We maintain relations with various American, European, Asian and Latin American financial institutions for this purpose, using our network of approximately 1,503 correspondent banks abroad, 62 of which extended credit/guarantee lines as of December 31, 2016.  43Bradesco


Table of Contents 4.B. Business OverviewForm 20-F   As of December 31, 2016, our international unit had a balance of R$45.8 billion in export financing and R$7.4 billion and R$3.9 billion in import financing and international guarantees. The volume of our foreign exchange contracts for exports reached US$29.2 billion in 2016. In the same period, the volume of our foreign exchange contracts for imports reached US$18.2 billion. In 2016, based on Central Bank data, we reached a 16.6% market share of trade finance for Brazilian exports and 14.5% for imports.   44Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  The following table shows the composition of our foreign trade asset portfolio as of December 31, 2016. This portfolio includes operations with and without credit features and off-balance sheet operations: 2016

   R$ in thousandsExport financingAdvance on foreign exchange contracts – undelivered bills

   8,531,125Advance on foreign exchange contracts – delivered bills

   589,599Export prepayment

   14,129,917Onlending of funds borrowed from BNDES/EXIM

   4,161,375Proex - Rate Equalization Program

   39,670NCE/CCE (Exports Credit Note/Exports Credit Certificates)

   18,371,223Total export financing

   45,822,909Import financingImport financing – foreign currency

   4,463,449Exchange discounted in advance for import credit

   2,644,269Import credit opened

   329,015Total import financing

   7,436,733International guarantees

   3,912,721Total foreign trade portfolio

   57,172,363
  Foreign exchange products In addition to import and export financing, our customers have access to a range of services and foreign exchange products such as: ·WEB exchange contracts; ·collecting import and export receivables; ·cross border money transfers; ·advance payment for exports; ·accounts abroad in foreign currency; ·domestic currency account for foreign domiciled customers; ·cash holding in other countries; ·structuredforeign currencytransactions: through our overseas units; ·foreign loans to customers (Decree-Law No. 4,131/62); ·working capital loans abroad; ·service agreements – receiving funds from individuals abroad via money orders; ·prepaid cards with foreign currency (individual and corporate customers); ·purchasing and selling of foreign currency paper money and traveler’s checks; ·cashing checks denominated inforeign currency; and ·clearance certificate(international financial capacity certificate). Consortia In Brazil, persons or entities that wish to acquire certain goods may set up a group known as a "consortium.” Consortia in Brazil are made up of pooled funds for the purpose of financing an acquisition. Consortia thatare formed for the purchase of real estate, vehicles, trucks/tractors/machines and equipment, have a fixed term and quota, both previously determined by its members, and are run by an administrator. Bradesco Administradora de Consórcios and Kirton Administradora de Consórcio administer groups of consortiaand, as of December 31, 2016, registered total sales of 1,334,239 outstanding quotas; net


income of R$1.1 billion; and fees from consortiums of R$1.5 billion. Both companies also administer a total volume of transactions of over R$63.3 billion.  45Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  Insurance, pension plans and capitalization bonds We offer a range of products and services to our clients, including life, health, accident and vehicles and property insurance, both to individuals and companies; supplementary pension plans, individual and corporate, as well as the capitalization securities, through our extensive distribution network. The following table shows selected financial data for our insurance, pension plans and capitalization bonds segment for the periods indicated. As of and for the year ended December 31,

   Insurance, pension plans and capitalization bonds - R$ in thousands2016

   2015

   2014Statement of Income dataNet interest income

   5,374,229

   5,973,694

   4,556,146Other income and expenses (1)

   4,190,317

   2,539,976

   2,742,922Income before income taxes

   9,564,546

   8,513,670

   7,299,068Income tax and social contribution

   (3,915,822)

   (3,192,918)

   (2,843,493)Net income for the year

   5,648,724

   5,320,752

   4,455,575Net income attributable to controlling interest

   5,550,662

   5,215,765

   4,354,752Net income attributable to non-controlling interest

   98,062

   104,987

   100,823Statement of Financial Position dataTotal assets

   266,642,197

   209,789,872

   181,949,261Selected results of operations dataIncome from insurance and pension plansWritten premiums

   62,470,571

   55,920,681

   47,745,885Pension plan contributions

   3,679,922

   3,795,219

   3,724,762Coinsurance premiums ceded

   (70,862)

   (88,612)

   (135,728)Premiums returned

   (746,244)

   (522,309)

   (525,895)Reinsurance premiums

   (306,265)

   (344,199)

   (354,041)Premiums retained from insurance and pension plans

   65,027,122

   58,760,780

   50,454,983Changes in the insurance technical provisions and pension plans

   (32,781,918)

   (28,286,039)

   (24,008,174)Retained claims

   (24,542,433)

   (21,724,043)

   (18,143,688)Selling expenses for insurance and pension plans

   (3,547,008)

   (3,254,551)

   (2,892,373)Income from insurance and pension plans

   4,155,763

   5,496,147

   5,410,748Note: Inter segment transactions have not been eliminated.(1)For additional information, see "Item 5.A. Operational Results".
  Insurance products and services We offer insurance products through different segments, which we refer to collectively as "Grupo Bradesco Seguros." Grupo Bradesco Seguros is leader in the Brazilian insurance market and is present in all regions of the country. It comprises the following companies: Bradesco Auto/RE, Bradesco Capitalização, Bradesco Saúde/Dental, and Bradesco Vida e Previdência, which allows for a wide range of operations in the insurance market. The products offered in the company’s portfolio, divided by segments or client profile, in our service channels are: ·life and personal accident insurance; ·health insurance; ·automobiles, property/casualty and liability insurance; ·reinsurance; ·pension plans; and ·capitalization bonds.   46Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Life and personal accident insurance We offer life and personal accident insurance, as well as insurance against miscellaneous events, such as job loss, through our subsidiary Bradesco Vida e Previdência. As of December 31, 2016, there were 32.0 million life insurance policyholders. Health insurance The health insurance policies cover medical/hospital expenses. We offer health insurance policies through Bradesco Saúde and its subsidiaries for small, medium or large companies wishing to provide benefits for their employees. On December 31, 2016, Bradesco Saúde and its subsidiary Mediservice Administradora de Planos de Saúde S.A (Mediservice) had more than 4.1 million beneficiaries covered by company plans and individual/family plans. Approximately 141 thousand companies in Brazil pay into plans provided by Bradesco Saúde and its subsidiaries, including 43 of the top 100 largest companies in the country. Bradesco Saúde currently has one of the largest networks of providers of health services in Brazil. As of December 31, 2016, it included 10,221 laboratories, 15,673 specialized clinics, 12,499 physicians and 1,752 hospitals located throughout the country. Automobiles, property/casualty and liability insurance We provide automobile, property/casualty and liabilityinsurancethrough our subsidiary Bradesco Auto/RE. Our automobile insurance covers losses arisingfromvehicle theft,damageto thepassenger and third-party injury. Retail property/casualty insurance is for individuals, particularly those with residential and/or equipment related risks and small- and medium-sized companies whose assets are covered by multi-risk business insurance. Of the various property/casualty lines for individuals, our residential note ("Bilhete Residencial") is a relatively affordable and highly profitable product. For corporate customers, Bradesco Auto/RE offers Bradesco Seguro Empresarial (business insurance), which is adapted to meet our customers' and business needs. For corporate property/casualty and liability insurance, Bradesco Auto/RE has a specialized team that provides large business groups with services and products tailor-made to the specific needs of each policyholder. Top sellers in this segment are insurance policies for aeronautics, transportation, engineering, named operational and oil risks. As of December 31, 2016, Bradesco Auto/RE had 1.5 million insured automobiles and 1.7 million property/casualty policies and notes, making it one of Brazil’s main insurers. Reinsurance Insurance companies must operate with reinsurers registered with SUSEP.In January 2007, Brazil's Congress enacted Supplementary Law No. 126/07, which abolished IRB-Brasil Re's monopoly and allowed three types of reinsurers referred to as "local," "admitted" and "occasional," thus opening up Brazil's reinsurance market for competition.Reinsurers classified as admitted and eventual, with their head office abroad, must meet specific minimum requirements, as provided for in legislation in force. Under the same supplementary law, IRB-Brasil REwas recognized as a local reinsurer and authorized to continue its operations and make any required adjustments in due course. As of the end of 2007,National Council of Private Insurance (CNSP -Conselho Nacional de Seguros Privados) and SUSEP issued a number of normative instructions containing rules for reinsurance, retrocession and intermediation business, based mainly on CNSP Resolution No. 168/07. Through Decree No. 6,499/08, the President of Brazil set maximum limits forthecedingof premiumsto reinsurancecompanies in each calendar year. Forlocal insurers, such maximum limit was 10.0% of premiums, and forlocal reinsurers,50.0%of premiums. In the case of local insurers,CNSP Resolution No. 203/09 raised the limitfor local insurersfrom 10.0%to 25.0%in the case of guarantees for public obligations and oil risksandCNSPResolution No.194/08, to up to 100%, in the case of nuclear risks. CNSP Resolution No. 241/11 was introduced so to enable the transfer of certain risks associated with reinsurance or retrocession operations with reinsurers not authorized by SUSEP. CNSP Resolution No. 322/15,as endorsed with amendments made by CNSP Resolution No. 325/15,which amended article 14 of CNSP Resolution No. 168/07, such that the maximum currently allowed limit for which an insurer or reinsurance company based in Brazil may transfer risks to related companies or to companies headquartered abroad, belonging to the same financial conglomerate was 20.0% until


December 2016, increasing to 30.0% from January 2017, then increasing the rate annually up to 75.0% beginning in January 2020. In addition, article 15, which provides for minimum compulsory contracting of 40.0%, of the transfer of reinsurance, with local reinsurers, was amended so as to provide an annual and gradual reduction of up to 15.0%, beginning in January 2020.  47Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  On December 31, 2016 there were131reinsurers authorized to operate in the Brazilian market, including IRB-Brasil REand Lloyd's of London, and 25 reinsurance brokerage firms had the required authorization to intermediate reinsurance and retrocession operations. In 2016, the Grupo Bradesco Seguros paid approximately R$306 million in reinsurance premiums. Almost all property and casualty lines, except for the automobile line, have reinsurance protection and the majority of them feature proportional and non-proportional plans per risk and/or event. Senior Management is responsible for the reinsurance purchase policy and the approval of reinsurers with whom agreements are entered into. In addition to minimum legal and regulatory requirements, Senior Management considers certain other key parameters when choosing such partners, thus minimizing the credit risks inherent in the operation, such as: minimum rating A- (or equivalent)from rating agencies, except forlocal reinsurersand shareholders’ equity consistent with the amounts ceded. Accordingly, our reinsurance purchase policy is designed to operate within its automatic contractual capabilities, therefore preventing the frequent purchases of optional agreements and higher exposures to the credit risk. A significant portion of automatic andoptionalagreements (proportional and non-proportional)is transferredto IRB - Brasil RE. Certain admitted reinsurers participate with a lower individual percentage, but all of them hold capital and a rating higher than those minimum set forth by applicable Brazilian legislation. Pension plans We have managed individual and corporate pension plans since 1981 through our wholly-owned subsidiary Bradesco Vida e Previdência, which is now the leading pension plan manager in Brazil, as measured by investment portfolio and technical provision criteria, based on information published by Fenaprevi and SUSEP. Bradesco Vida e Previdência offers and manages a range of individual and group pension plans. Our largest individual plans in terms of contributions known as VGBL and PGBL are exempted from withholding taxes on income generated by the fund portfolio. As of December 31, 2016, Bradesco Vida e Previdência accounted for27.0% of the pension plan and VGBL market in terms of contributions, according to SUSEP. As of the same date, Bradesco Vida e Previdência accounted for29.7% of all supplementary pension plan assets under management,28.5% of VGBL,25.3% of PGBL and48.0% of traditional pension plans, according to Fenaprevi. Brazilian law currently permits the existence of both "open" and "closed" private pension entities. "Open" private pension entities are those available to all individuals and legal entities wishing to join a benefit plan by making regular contributions. "Closed" private pension entities are those available to discrete groups of people such as employees of a specific company or a group of companies in the same sector, professionals in the same field, or members of a union. Private pension entities grant benefits on the basis of periodic contributions from their members, or their employers, or both. We manage pension and VGBL plans covering 2.6 million participants, 65.1% of whom have individual plans, and the remainder of whom are covered by company plans. The company’s plans account for 22.0% of technical reserves. Under VGBL and PGBL plans, participants are allowed to make contributions either in installments or in lump-sum payments. Participants in pension plans may deduct the amounts contributed to PGBL up to 12.0% of the participant's taxable income when making their annual tax declaration. Under current legislation, redemptions and benefits are subject to withholding tax. VGBL plan participants may not deduct their contributions when declaring income tax. At the time of redemption, or when benefits are paid out, tax will be levied on these benefits, pursuant to current legislation. VGBL and PGBL plans may be acquired by companies in Brazil for the benefit of their employees. In 2016,Bradesco Vida e Previdência managed R$129.7 billion in VGBL and R$25.5 billion in PGBL plans.Bradesco Vida e Previdência also managed R$28.0billion in pension plans. Bradesco Vida e Previdência also offers pension plans for corporate customers that are in most cases negotiated and adapted to the specific needs for this type of customer. Bradesco Vida e Previdência earns revenues primarily from:  48Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  ·pension and PGBL plan contributions, life insurance and personal accidents premiums and VGBL premiums; ·revenues from management fees charged to participants in accordance with mathematical provisions; and ·interest income. Capitalization bonds Bradesco Capitalização is the leader among private sectorcapitalization bondcompanies, according to SUSEP and offers its customers capitalization bonds with the option of a lump-sum or monthly contributions. Plans vary in value (from R$10 to R$50,000), form of payment, contribution period, and periodicity of draws for cash prizes of up to R$5.0 million (net premiums).Plans are adjusted based on the Reference Rate (TR)plus approximately 0.5% per month over the value of the mathematical provision, which may be redeemed by the shareholder at the end of the grace period. As of December 31, 2016, we had around 7.1 million "traditional" capitalization bonds and around 12.1 million incentive capitalization bonds. Given that the purpose of the incentive capitalization bonds is to add value to the products of a partner company or even to provide an incentive for its customer to avoid delinquency, the plans are for short terms and grace periods with low unit sales value. At the end of 2016, Bradesco Capitalização had approximately 19.3 million capitalization bonds and 3.0 million customers. The investment grade rating of Bradesco Capitalização on a domestic scale is "brAA-," assigned by Standard & Poor's rating agency. Distribution channels of insurance products, pension plans and capitalization bonds We sell our insurance products, pension plans and capitalization bonds through our website, through brokers based in our network of bank branches, and brokers throughout Brazil, all of whom are compensated on a commission basis. Our capitalization bonds are offered through our branches, the Internet, our call center, ATMs and external distribution channels. The following table shows the distribution of sales of these products through our branches and outside our branches: % of total sales, per product2016

   2015

   2014Insurance productsSales through the branches

   38.3%

   38.0%

   36.0%Sales outside the branches

   61.7%

   62.0%

   64.0%Pension plans productsSales through the branches

   89.2%

   87.9%

   86.6%Sales outside the branches

   10.8%

   12.1%

   13.4%Capitalization bondsSales through the branches

   92.7%

   87.0%

   83.0%Sales outside the branches

   7.3%

   13.0%

   17.0%
   49Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  Distribution channels The following table shows our main distribution channels as of the dates indicated below: Distribution Channels(1)-Units

   2016

   2015

   2014Service Stations(2)

   60,610

   65,851

   75,176Branches

   5,314

   4,507

   4,659PAs - Service Points(3)

   3,821

   3,511

   3,486PAEs - ATMs located on a company ́s premises

   1,013

   736

   1,145External ATM Network - Bradesco(4) (5)

   186

   627

   1,344Banco24Horas Network(4)

   10,972

   11,721

   12,450Bradesco Expresso (Banking Correspondents)

   38,430

   43,560

   50,006Bradesco Promotora de Vendas

   797

   1,175

   2,073Losango Customer Service Points

   63

   -

   -Branches/Subsidiaries abroad

   14

   14

   13ATMs

   56,110

   50,467

   48,682Bradesco Network

   36,119

   31,527

   31,089Banco24horas Network

   19,991

   18,940

   17,593(1)We offer products and services also through digital channels such as: (i) contact center; (ii) mobile app; and (iii) internet banking;(2)The decrease is related to: (i) the migration of “External ATM Network– Bradesco” to “Banco24Horas Network”; (ii) the deactivation of ATMs from “Banco24Horas Network”; and (iii) the reduction of Bradesco Expresso Network;(3)PA (Service Points): a result of the consolidation of PAB (Banking Service Branch), PAA (Advanced Service Branch) and Exchange Branches, according to CMN Resolution No. 4,072/12;(4)Including overlapping ATMs within Bradesco ́s own network and Banco24Horas network; and(5)This decrease is related to the sharing of external network ATMs by the Banco24Horas network ATMs.
  Partnerships with retail companies– Bradesco Expresso “Bradesco Expresso” enables us to expand our share of the correspondent bank segment through partnerships with supermarkets, drugstores, grocery stores, department stores and other retail chains. These companies provide basic banking services like the receipt ofutility bills, payment vouchers, withdrawals from current and savings accounts and social security benefits, and deposits, among others. The services are provided by employees at the relevant establishments, while decisions regarding granting of credit or opening of accounts are made by us. The main services we offer through Bradesco Expresso are: ·receipt and submission of account application form; ·receipt and submission of loans, financing and credit card application form; ·withdrawals from checking accounts and savings accounts; ·Social Security National Service (INSS) benefit payments; ·checking accounts, savings accounts and INSS balance statements; ·receipt of utility bills, bank charges and taxes; and ·prepaid mobile refill. As of December 31, 2016, the Bradesco Expresso network totaled 38,430 service stations, of which 6,797 were new service stations, with an average of 39.3 million monthly transactions or 1.9 million transactions per business day. Digital channels The digital channels offer mobility and independence to customers so that they may expand their businesses with us. Our challenge is to make the banking experience even more convenient, quick, and secure so that our diverse public can choose where they wish to access our new banking services, and also, to attract new people to our digital solutions. Mobile devices have become a tool that is part of people’s day-to-day lives, which reinforces our role of constantly creating new possibilities in the channel and, thus, engage our clients to make easier and more secure transactions through Bradesco Celular.  50Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  In addition to traditional and consolidated service channels, such as Automatic Teller Machines (ATMs), telephone service, and Internet Banking, clients have access to an extensive portfolio of products and services through Bradesco Celular, available from the most simple to the most sophisticated devices. Below is a brief description of our digital channels: Social Networks- Since 2004, we have had a strong presence on Social Networks, monitoring our brand and our products and services, providing service to clients and non-clients 24 hours a day, seven days a week, with a 5-minute response time and a dedicated team, specialized in social media. We have a relationship with digital content creators in Brazil, such as bloggers, vloggers, and other publishers 2.0. The goal of this activity is to open a direct dialogue with them and their audiences, significantly expanding the dissemination of products, services, and channels, and above all, to encourage the production of digital content in Brazil, strengthening this ecosystem and enhancing our profile in these networks. Bradesco Celular -Our presences on mobile phones has been growing exponentially. Through apps for individuals and legal entities, we make payment transactions, transfers, balance inquiries, loans, and many other conveniences available. Clients that access their accounts through their mobile phone are not charged by their data package due to an agreement made with Brazil’s major mobile network operators. Products and services available through Bradesco Celular include: ·Check Deposit via Mobile:revolutionary in Brazil, this service allows customers to deposit checks in a simple and innovative manner, through the capture of images by their smartphone cameras; ·Security Key (M-Token) integrated with the mobile device:is a security device store inside the phone that generates random combinations for the validation of transactions made through our digital channels; ·Payment with a barcode reader:to pay a bill, clients access our application and position the camera on the barcode, automatically accessing relevant payment information; ·Touch ID AND Fingerprint:the functionality is available on our apps for iPhones and Android with a digital reader. It allows the client to associate their digital finger-print to the four-digit password and to the security key, enabling faster and more practical access to the account using these apps; ·Bradesco Net Empresa Celular (Bradesco Net Company Mobile Banking):allows legal entities to manage their corporate banking at anytime and anywhere; ·DDA Authorization via SMS:service that enables paying or scheduling payments registered in the DDA by simply replying to an SMS; ·SMS Pay Bradesco:clients can pay or schedule utility bills of affiliated networks by replying via SMS; ·InfoCelular:sending alerts via SMS with information on current and savings accounts, as chosen by the client; and ·SMS Banking:through interactive messages, enables the client to make balance enquiries, check latest entries, credit limits, and refill prepaid mobile phones. Internet-We were the first financial institution in Brazil to have an electronic address on the worldwide web and provide financial services to our clients through this channel, transforming our websites into important sources of information for clients and non-clients. We divide our communication platform into two main areas of access and dissemination of content: ·Bradesco Institutional Website: simplified content and language adapted for digital media which provides clients and the public at large a wide range of information on various financial products and services. Currently, we have 40 institutional websites, where  the public at large has access to content that is easy to access and locate, where they can clarify doubts ranging from how to open a checking account, services available in our branch network and remote channels, guidance on security, disclosure of social and environmental actions, specific investor publications, content on financial education, simulators, and responsible credit, among others; and  51Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  ·Bradesco Internet Banking for Financial Services:our web portal includes 15 transactional sites, that enable banking transactions for our account holders, in a “secure access” environment that enables the execution of services and financial transactions. We provide various products and services that enable our clients to conveniently, quickly, and securely conduct operations such as the payment of bills, transfers between accounts, payment of taxes and obtaining personal credit, among others. Currently, we own the “banco.bradesco” domain, making us one of the few Brazilian companies to own a top-level domain, or generic top-level domain ("gTLDs"), an initiative of the Internet Corporation for Assigned and Numbers ("ICANN"), a body responsible for internet protocols and which regulates addresses on the worldwide web. Our new website addresses makes the access to our content more practical and intuitive. Self-service -Our self-service channel provides convenience to clients, promotes the migration of services and transactions from the branch environment, and enables the marketing of our products with the challenge of consolidation as a business channel. Present throughout all regions of Brazil, there are 36,119 active ATMs in our network, 24,194 of which are contactless (79% of the points) and 58% of the points in branches with touchscreen, in addition to 19,991 ATMs in the Banco24Horas network, allowing our customer to make withdrawals, check balances, obtain statements, contract loans, pay bills, make transfers between Bradesco accounts and utilize DOC/TED, Prepaid Card, andProva de VidaINSS (Proof of Life). We have highly advanced security technology in our Automatic Teller Machines: biometric readingthat identifies customers and authenticates ATM transactions works through a sensor/invisible light beam that captures the image of the vascular pattern of the palm of the hand. The biometric reading enables our customers to, for example, carry out transactions without a card, by simply using the palm of their hand and their six-digit password, which represents convenience and speed in service without giving up security. In our own network it is possible to carry out all transactions without a card, while the Banco24Horas network currently only allows making withdrawals and checking balances without a card. This security and speed resulted in a partnership with the INSS, allowing our retirees and pensioners to carry out the “Prova de Vida(Proof of Life)” automatically through the use of biometrics on ATM machines belonging to our network and to the Banco24Horas network, without the need to present a document to a teller, thus speeding up the process. Biometrics is available in 100% of ATM machines belonging to our own network and those of the Banco24Horas network. Telephone services -Fone Fácil(Contact Center) -Fone Fácil Bradesco allows clients to bank by telephone, which can be accessed by choosing electronic service or personalized service. In the electronic service, we provide a sophisticated service system powered by voice command, which provides clients the experience of doing what they want to do through simple voice commands, without the need for listening to various service options and having to choose them by typing the option on the telephone. The client can request the desired service directly. In the personalized service, on the other hand, clients can rely on our financial specialists and digital convergence agents 24 hours a day, seven days a week, specializing in relations and business. Through this channel we offer our main financial services, such as payments, transfers between Bradesco accounts, DOC/TED, investments, credit contracting, support and registration of the security device in the mobile phone, among others. By callingFone Fácil, clients can access other relationship centers, such as for credit cards, private pensions, and capitalization,credit, private and internet banking, among others. In 2016, 94.0% of our banking transactions were performed through digital channels.The table below shows the number of operations carried out through digital channels:  52Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Year ended December 31,

   In millions of transactions

   % Change2016

   2015Internet Individuals + Companies - with WebTA (1)

   4,847

   4,585

   5.7%ATMs

   1,985

   1,982

   0.2%Mobile Banking (Bradesco Celular)

   5,446

   3,664

   48.6%Telephone Banking (Fone Fácil)

   231

   278

   (16.9)%Total

   12,509

   10,509

   19.0%(1)WebTA is an internet file transmission service, to the Bank, carried out by corporate customers using Net Empresa.
  Segmentation of Clients We operate a model of client segmentation, which groups certain clients of the same profile together, thus furthering our ability to provide personalized service to our clients, in accordance with their needs. Our five segments offer a range of products and differentiated services that are tailored to companies and individuals. We present below our segmentation of clients: Client SegmentationCorporationsBradesco Corporate- Large companies, with annual revenues of more than R$250 millionBradesco Empresas- Midsized companies, with annual revenues between R$30 million and R$250 millionBradesco Varejo (Empresas e Negócios)- Small companies, with annual revenues of up to R$ 30 millionIndividualsBradesco Private Bank- Clients with availability for investments as from R$5.0 millionBradesco Prime- individuals with monthly income from R$10 thousand or availability of investment from R$100 thousandVarejo Exclusive- Clients with a monthly income between R$4 thousand and R$9,999.99, or availability of investment from R$40 thousand.VarejoClassic- Clients with a monthly income of up to R$ 3,999.99 or availability of investment of less than R$40 thousand.
  Bradesco Corporate The Corporate segment is responsible for serving 2,037 business groups in a range of large corporations and institutional investors (revenues over R$250.0 million/year). Its offices are located in the main financial centers, offering customized services with a global reach. Bradesco Corporate counts on a highly skilled team to fulfill customers ́ needs through a wide portfolio of products, structured solutions and financial services. Bradesco Empresas Bradesco Empresas serves companies with annual revenues between R$30 million and R$250 million across its 70 business units located strategically in Brazil, in several Brazilian capitals. In addition to these units, it still has 98 “Office Spaces” in other strategic locations, not covered by Bradesco Empresas, in environments with specialized structures for the service of economic groupswith a turnover of more than R$15 million/yearand two High Middle I and High Middle II structures that serve clients with annual revenues of at least R$200 million, located in the capital of São Paulo. Bradesco Empresas offers business management products such as loans and advances, financing, investments, foreign trade, hedging transactions, cash management and structured transactions in capital markets to ensure good results and customer satisfaction. Bradesco Private Bank The sole purpose of Bradesco Private Bank is to advise high net-worth individuals, family-owned holding companies and investment companies with a high net availability for investments. Through its open architecture model, it offers tailored products and services, including banking, advisory services, local and international asset allocation and portfolio management, as well as advice on choosing the best vehicles and investment structures for the perpetuation of the family’s estate. In addition, the client can access our entire structure, including credit, investment banking, brokerage, insurance, and pensions, among others.  53Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  Currently, Bradesco Private Bank has 15 offices located in: São Paulo, Rio de Janeiro, Belo Horizonte, Blumenau, Brasília, Campinas, Cuiabá, Curitiba, Fortaleza, Goiânia, Manaus, Porto Alegre, Recife, Ribeirão Preto and Salvador, thus ensuring nation-wide presence, in addition to the support of the units abroad located in Cayman, New York and Luxembourg. Bradesco Varejo The focus of Bradesco Varejo are individuals with a monthly income of up to R$10 thousand and legal entities with annual revenues of up to R$30 million. Individual customers with monthly incomes up to R$3,999.99 or amounts available for investments below R$40,000 are classified as being part of the “Classic” customer designation and individual customers with monthly incomes from R$4,000 to R$10,000 or amounts available for investments from R$40,000 are classified as being part of the “Exclusive” customer designation. Companies with annual revenues of up to R$30 million are classified as being part of the “Empresas e Negócios” designation. The retail area provides customized services with adequate financial solutions for each profile. The Bradesco Varejo service network comprises 4,911 branches, 3,749 service stations, 1,012 electronic service stations and 38,430 Bradesco Expresso units, in addition to thousands of ATMs The customer service network offers products and services in remote places, of difficult access and also in regions with large concentrations of people with lower purchasing power, for example the Communities of Rocinha, Cidade de Deus, Rio das Pedras, Complexo do Alemão, Gardênia Azul, Cantagalo, Turano, Santa Marta, Mangueira, Chapéu Mangueira and Vila Kennedy in Rio de Janeiro; Heliópolis and Paraisópolis in São Paulo; besides the two boats: “Voyager III” and “Voyager V,” which provide banking services to riverside communities in the Amazon region. This service is increasing access to banking services for those people who would otherwise have little or no access to banking services, thus increasing social mobility. Bradesco Prime Bradesco Prime operates in the segment of individuals and has a service network of 308 branches and 905 strategically positioned "Bradesco Prime Spaces" (581 with a differentiated environment). The Prime segment offers the following benefits to our clients: ·personalized services provided by relationship managers:Experienced and skilled professionals providing full financial advisory servicesCertified by ANBIMA, each customer relationship manager manages a reduced client portfolio; ·exclusive facilities:Bradesco Prime customers have access to their own network of exclusive branches offering convenience and privacy to tend to their business affairs. Italso counts on "Bradesco Prime Spaces," a reserved and distinctive environment installed at Bradesco Varejo branchesthat fully maintains the segment's value proposition.Additionally, customers count on a wide network of branches throughout Brazil, including ATMs – Bradesco Network and Banco24Horas; and ·exclusiveproducts and services:Bradesco Prime offers a variety of products and services, such as internet banking (bradescoprime.com.br), call center (Fone Fácil Bradesco Prime), online advisors and investment funds, credit solutions with distinct rates, a diversified portfolio of insurance, pension plans and credit cards. Present in all Brazilian capitals, Bradesco Prime has been, throughout its existence, investing in technology, in the improvement of the relationship with clients and in the training of its professionals. It established a prominent position in the Brazilian market of banking services for high-income clients and has consolidated its position as the largest provider of services for these clients, with strategically positioned service stations throughout Brazil.  54Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Main subsidiaries The following is a simplified chart containing our main subsidiaries in the activities of financial and insurance services and our voting interest as of December 31, 2016. With the exception of Bradesco Argentina, Bradesco Europa, Bradesco Grand Cayman Branch and Bradesco New York Branch, the other significant subsidiaries are Brazilian entities. For more information in relation to the consolidation of our significant subsidiaries, see Note 2b of our consolidated financial statements in "Item 18. Financial Statements."  
    55Bradesco


Table of Contents 4.B. Business OverviewForm 20-F  Corporate risk management process Risk management is of great strategic importance to us due to the increasing complexity of services and products and the globalization of our business. The market’s dynamism encourages Bradesco to engage in the continuous improvement of this activity. We seek to exercise control over risks in an integrated and independent manner, preserving and valuing collective decision-making, devising and implementing methodologies, models, measurement and control tools.We also promoteimprovement among employees at all levels, from the business areas to the Board of Directors. Ourrisk management process ensures that risks are proactively identified, measured, mitigated, monitored and reported, as required for the complexity of our financial products and services and the profile ofouractivities. Risk and Capital Management Structure The structure of our riskand capitalmanagement function consists of committees, responsible for assisting our Board of Directors and ourDiretoria Executivain making strategic decisions. We have a committee named Integrated Risk Management and Capital Allocation Committee (“COGIRAC”), which is responsible for advising the Board of Directors on the performance of its roles in the management and control of risks and capital. The committee is assisted by the Capital Management Executive Committee and the executive committees for risk management of: (i) Credit; (ii) Market and Liquidity; (iii) Operational and Socioenvironmental; and (iv)Grupo Bradesco Seguros and BSP Empreendimentos Imobiliários. There are alsothe Executive Products and Services Committee, and executive committeesfor our business units, whose tasks include suggesting limits for exposure to their related risks and devising mitigation plans to be submitted to COGIRAC and the Board of Directors. Credit risk Credit risk is the possibility of losses associated with a borrower’s or counterparty’s failureto complywith their respectivefinancialobligations under agreed terms, as wellas the depreciation of loan agreements resulting from deterioration in the borrower's risk rating, the reduction in gains or remunerations, including benefits granted in renegotiations, recovery costs and other amounts related to the counterparty’s non-compliance with financial obligations. Credit risk management is a continuous and evolving process of mapping, development, assessment and diagnosis through the use of models, instruments and procedures that require a high degree of discipline and control during the analysis of operations in order to preserve the integrity and independence of the processes. We seek to controlour exposure to credit risk, which mainly results from loans and advances,securitiesand derivative financial instruments. Credit risk also stems from financial obligations related to loan commitments and financial guarantees. In order not to compromise the quality expected from the portfolio, committees monitor all relevant aspects of the process of lending, concentration, collateral requirements, maturities, and other aspects. We continually outline all the activities that can potentially generate exposure to credit risk, with the respective classifications regarding probability and size, as well as identifying managers, measurement and mitigation plans for those activities. Credit Risk Management Process Credit risk management is conducted in a centralized manner for the institution as a whole. This process engages several particular areas, which ensure an efficient framework to provide for independent and centralized credit risk measurement and control. Our Credit Riskmonitoringareais actively engagedin improving the customer risk rating models, following up large risks by periodically monitoring major delinquencies and the provisioning levelsdue to expected and unexpected losses. This area continuouslyreviewsthe internal processes, including the roles and responsibilities, information technology training and requirements and periodic review of risk assessment, in order to incorporate new practices and methodologies.  56Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Corporate control and monitoring of our credit risk take place in the credit risk unit of the Integrated Risk Control Department.Thedepartmentassiststhe Credit Risk Management Executive Committee on discussions and implementation of the methodologies to measure the credit risk. Relevant issues discussed by this committee are reported to COGIRAC. In addition to the committee meetings, the business area holds monthlymeetingswith officers and heads of products and segments to ensure they are informed about the evolution of the portfolio of loans and advances, delinquency,adequacy of levels of losses by reducing the recoverable value of loans and advance payments, credit recovery,gross and net losses,portfolio limits and concentrations, and other items. This information is alsomonthlyreported to the Audit Committee. The business area also tracks each internal or external event that may significantly impact credit risk such as mergers, bankruptcies or crop failures and monitors sectors of economic activity in which we havethemostrepresentative exposures. Both the governance process and limits are validated by COGIRAC, submitted for approval by the Board of Directors, and reviewed at least once a year. Market Risk Market risk is the possibility of a loss of income due to fluctuations in prices andinterest rate of the financial instrumentsresulting from mismatched maturities, currencies and indices ofourasset and liability operations. This risk is identified, measured, mitigated,controlledand reported. Our profileof exposure to market riskis in line with guidelines established by the governance process, with limits thatare monitored on atimely and independentbasis. All transactionsexposing usto market risk are mapped, measured and classified according to probability and magnitude, withthe whole processapproved by the governance structure. Our riskmanagement process involves the participation of all levels, from business units to the Board of Directors. In line with corporate governance and in order to preserve and strengthen our management of market and liquidity risks, as well as to meet the requirements of CMN Resolution No. 3,464/07, the Board of Directors approved the Market and Liquidity Risk Management Policy, which is reviewed at least annually by the relevant committees and the Board of Directors itself, providing the main operational guidelines for accepting, controlling and managing market risk. In addition to this policy,we haveseveral specific rules that regulate the market risk management process, including: ·classification of operations; ·reclassification of operations; ·trading in government or private securities; ·use of derivatives; and ·hedge. Market Risk Management Process Our market risk management process is run on a corporate wide basis, and involving several areas with specific purposes,ensuring an efficient structure, with market riskmeasurement and control carried out on a centralized and independent basis. This process allowed us to be the first financial institution in the country authorized by the Brazilian Central Bank to use, since January 2013, its in-house models of market risk to check the need of regulatory capital. The management process, approved by the Board of Directors, is alsoreassessedat least annually by the relevant committees and the Board of Directors itself. Definition of limits Proposed market risk limits are validated by specific committees for approval by COGIRAC, to be submitted to the Board of Directors depending on the characteristics of business, which are separated into the following portfolios:   57Bradesco


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Table of Contents 4.B. Business OverviewForm 20-F  Trading portfolio: comprises all operations involving financial instruments, including derivatives, held-for-trading or used to hedge other instruments in our own portfolio, which have no trading restrictions. Held-for-trading operations are those destined for resale, to obtain benefits from actual or expected price variations, or for arbitrage. The trading portfolio is monitored by limits of: ·Value at Risk (VaR); ·stress; ·results; and ·financial exposure/concentration. Banking portfolio:comprises transactions not qualifying for our trading portfolio, deriving from our other businessesand their respective hedges. The banking portfolio is monitored by limits related to the interest rate risk. Market risk is controlled and monitored by an independent business unit, the Integrated Risk Control Department, which calculates risk of outstanding positions on a daily basis, consolidates results and reports as required by the existing governance process. In addition to daily reports,the positions of the trading portfolioare discussed weekly by the Treasury Committee andthe positions of the banking portfolio and liquidity reports are handled every fortnight by the Treasury Executive Committee for the Management of Assets and Liabilities. In both committees, the results and the risks are evaluated and the strategies are discussed. Both the governance process and the existing limits are validatedby COGIRAC and submitted for approval by the Board of Directors, which are reviewed at least once a year. In case of any risk limit breach monitored by the Integrated Risk Control Department, the head of the business unit in charge is informed of the limit usage and, in a timely manner, COGIRAC is called in order to make a decision. If the committee chooses to increase the limit and/or change or maintain the positions, the Board of Directors is called to approve a new limit or toreview our strategy with regard to this particular risk. For more information on how we evaluate and monitor market risk, see "Item 11. Quantitative and Qualitative Disclosures about Market Risk." Liquidity risk Liquidity riskis represented by the possibility of the institution failing to effectively comply with its obligations, without affecting its daily operations and incurring significant losses, as well as the possibility of the institution to fail to trade a position at market price, due to its larger size as compared to the volume usually traded or in view of any market interruption. Understanding and monitoring this risk is crucial, especially for us to be able to settle transactions in a timely and secure manner. Liquidity Risk Management Process We manage our liquidity risk process on a group-widebasis. This process involves a number of areas with specific responsibilities, ensuring an efficient structure, and the liquidity risk is measured and controlled on acentralized and independent basis,with daily monitoring of available funds, compliance with minimum liquidity levels, and contingency planning for high-stress situations. Ourpolicy for risk management and market liquidity,approved by the Board of Directors,is mainly aimed atensuringthe existence ofstandards, criteria and procedures to guarantee the establishment of the Minimum Liquidity Reserve (“RML”), as well as the strategy and action plans for liquidity crisis situations. The policy and controls we established fully comply with CMN Resolution No. 4,090/12. Our approved criteria and procedures determine the minimum liquidity reserve to be maintained on a daily basis and the types of assets considered as available funds. Additionally, we determine instruments for management of liquidity in normal and crisis scenarios, with strategies to be followed in each case. Our liquidity risk is managed by theTreasury Department, based on the positions provided by theback-office controls positions,whichprovides liquidity information to our Management and monitors compliance with established limits. The Integrated Risk Control Department is responsible for themethodologyof measurement of liquidity reserve requirements, control over limits established by type of currency and company (including for non-financial companies), reviewing policies, standards, criteria and


procedures, and drafting reports for new recommendations.  58Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Liquidity risk is monitored daily by business and control areas and at meetings of theTreasury Executive Committee for Asset Liability Management, whichcontrolsliquidity reserves and maturity and currency mismatches. Additionally, monitoring activity is also conducted by COGIRAC. In addition to the in-house control and monitoring methodology, as of October 2015, we began to measure and report to the Central Bank on the Short-Term Liquidity Ratio (“LCR”), in accordance with CMN Resolution No. 4,401/15 and the Central Bank Circular Letter No. 3,749/15. Operational Risk Operational risk is represented by the possibility of incurring losses arising from failures, deficiencies or the inadequacy ofinternal processes, people, systems and external events. This includes legal risk,associated with the activities we carry out. Operational Risk Management Process We carry out operational risk process throughout the organization. This involves a number of areas, with specific responsibilities, thus ensuring an efficient structure, and operational risk is measured and controlled on a centralized and independent basis. Accordingly, the following procedures are carried out: ·identifying, assessing, and monitoring the operational risks inherent in our activities, as well as those related to new products/services and their adequacy to procedures and controls; ·mapping and addressing records ofoperational lossesto make up an internal data base; ·ensuring the integrity of data from losses collected and provide analyses that offer quality information toseveral business areas/branches, aimed at improving operational risk management; ·measuring, controlling and reporting increased operational losses by way of assessing the effectiveness of the mitigating measures of business areas/branches; ·evaluating, together with managers, the indicators, scenarios, and external data from operating losses in order to incorporate/adjust any processes and controls, as well as to quantify the impact on economic capital; ·assessing and calculating capital needs in connection with theoperational risk in regulatory capital and economic visions; and ·preparing reports on the operational risk forsubmission to the Committees, to theDiretoria Executivaandrelated areas. These procedures are supported by a number of internal controls, validated on an independent basis in relation to their effectiveness and operation, to ensure acceptable risk levels in our processes. Operational risk is primarily controlled and followed up by an independent area, Integrated Risk Control Department is supported by a number of areas that integrate the management process of this risk. The Integrated Risk Control Department is responsible for the coordination of theInternal Control andOperational RiskCommission (“CIRO”), which reports to CEROS. This commission is aimed at analyzing the behavior of the operational losses of the business areas/branches, the efficiency and effectiveness of the processes and controls adopted,the provision methodologies and their impact on the management of operational risk and evaluate indicators, scenarios, and external data from operating losses in order to incorporate/adjust eventually, processes and controls. The Integrated Risk Control Department is the advisory unit of CEROS, whose objective is to advisetheDiretoria Executivaon the performance of his duties relating to the management of operating risk, business continuity, socio-environmental risks, and conduct risk. The relevant issues debated in this instance are reported to COGIRAC, which reports to the Board of Directors. The governance process is approved by the Board of Directorsandreviewed at least once a year. Internal controls and compliance The efficacy ofourinternal controls is supported by trained professionals, well-defined and implemented processes, and bytechnology compatible with business needs.  59Bradesco


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Table of Contents 4.B. Business OverviewForm 20-F  The internal control methodology is based in the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”), and is also in line with the guidelines established by the Information Systems Audit and Control Association (“ISACA”) through the Control Objectives for Information and Related Technology (“COBIT 5”), and with the procedures described by the Public Company Accounting Oversight Board (“PCAOB”) for analysis of the Entity Level Controls (“ELC”). The existence, enforcementand efficacyof controls that ensure acceptable risk levels inourprocesses are certifiedby the area responsible for the execution of the tests of adherence of the controls, the results of which are conveyed to the Internal Controls and Compliance Audit Committees, as well as to the Board of Directors, with the purpose of providing assurancewith regard to appropriately carrying out business transactions and achieving defined objectives, in accordance with external laws and regulations, internal policies, rules and procedures, as well as applicable codes of conduct and self-regulation.   60Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Corporate Integrity Program Our main corporate commitments to integrity are: ·to conduct our business and develop our various relationships based on ethics, integrity and transparency, concepts that permeate our organizational culture, whose values and principles are ratified by the Corporate and Sector-based Codes of Ethical Conduct and supported by Senior Management; and ·to prevent and combat all forms of corruption, especially bribery. Such commitments are permanently sustained through the Corporate Integrity Program, which corresponds to a set of mechanisms and measures made up by the Ethical Code of Conduct, by Corporate Anticorruption Policies and Standards, and other standards, as well as procedures, processes, and control established therein, aimed at preventing, detecting, and remedying any harmful acts of corruption and bribery, including fraud against the Government. The program, supported by the Ethical Conduct Committee and by the Board of Directors, determines the guidelines, responsibilities, procedures, and controls regarding gifts, freebies and entertainment, sponsorship, third parties and due diligence, bids with the Brazilian Government, political contributions, relationships with public agents, denunciations and non-retaliation against whistleblowers acting in good faith, in accordance with laws and regulations applicable in Brazil and in countries where we have business units. In order to increase the effectiveness of the Corporate Integrity Program, it is continuously evaluated and improved. In this sense, in 2016 we completed a new mapping of corruption risks and its subsequent reevaluation in all facilities, including overseas units. We also provided classroom training on anticorruption to Senior Management, employees from areas with greater exposure to risk and third parties, as well as an interactive lecture on reputation for an exclusive public, as a pilot. And, as regards ethical conduct, the following was made availableto our managers and employees: (i) the ‘Choices’ web series, comprising of seven training videos; (ii) the ‘Best Place’ video; and (iii) the ‘Freedom and Respect’ training video;on the portal of videos on the corporate intranet. For 2017, we planned a series of activities aimed at strengthening all pillars of the program, among which we highlight the implementation of new controls concerning public agents, third parties, donations, and sponsorships, as well as the implementation of an automated risk monitoring system and controls based on specific metrics and indicators, in addition to innovative training following a new methodology. Prevention of Money Laundering and Terrorism Financing Program ThePrevention of Money Laundering and Terrorism Financing Programis based on specific policies, principles, procedures and systemsthat establish guidelinesto prevent and detect the utilization ofour structure and/orour products and services for money laundering and terrorist financing purposes. Thisprogramis supported by the Prevention and Combat of Money Laundering and Terrorism Financing Executive Committee,which is responsible for assessing the work as to its effectivenessand the needto coordinateprocedures and controlswith regulations defined by the regulating bodiesand bestdomestic and internationalpractices. Any suspicious or unusual cases identified are forwarded to the Committee on Assessment of Suspicious Transactions, composed of a number of our areas, which assess the need for reporting to regulatory bodies. Independent Validation of Management and Measurement Models of Risk and Capital We employ internal models developed based on statistical, economic, financial, and mathematical theories and the expertise by specialists, whose purpose is to support and facilitate the structuring of issues, provide standardization and speed to decisions, and manage risks and capital. In order to detect, mitigate and control risks inherent in our models, which are associated with potential adverse consequences arising from decisions based on incorrect or obsolete models, inadequate calibration of models and failures in the development state or inappropriate use, there is the process of independent validation, which evaluates these aspects, challenging the methodology, the assumptions adopted, the date used, the use of models, as well as the robustness environment in which they are implanted, with results being reported to managers, Internal Audit, the Compliance and Internal Control Committee (“CCIC”) and COGIRAC. Treasury activities  61Bradesco


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Table of Contents 4.B. Business OverviewForm 20-F  The Treasury Department main objective is maximizing results with available resources and managing risks, by complying with the limits set forth by our Senior Management and the guidelines issued by ourintegrated risk control unit. The main activities are as follows: ·planning and managing our local and foreign currency cash flows; ·proposing and observing our asset and liability management strategy; ·managing maturity, rate and liquidity gaps arising from our activities; ·calculating costs of operations from both the assets and liabilities sides; ·getting price estimates and managing our commercial operations that involve risks such as: market, interest rate, foreign exchange, commodities and price index risks; ·performing proprietary trading operations aimed at taking opportunities found in the range of our prospective scenario and market prices; and ·taking part of analysis and decisions regarding directed credit and capital management. Corporate security The Corporate Security Department’s mission is to promote security solutions in line with our business by creating, implementing, and maintaining rules, processes, and technologies. To achieve its objectives, it acts strategically and corporately to ensure security ofelectronic channels, systems and information, assessing, treating, and proposing improvements, in addition to being a focal point for issuing technical opinions, in connection with strategic security issues, in the implementation of products, services or processes. Among the main "Corporate Security Global Vision" responsibilities, we highlight the following: ·the definition of an “Information Security Management System," responsible for establishing a "Corporate Information Security Policy and Standards," aimed at protecting our information and our clients, whose contents are approved by a multidisciplinary group called the Information Security Committee and decided on by the Corporate Security Executive Committee. It is also responsible for maintaining the “Corporate Information Security Awareness and Education Program,” aimed at promoting the commitment of all employees with the theme; ·our “Electronic fraud-prevention,” “Document Fraud Prevention – Opening of Accounts, Payroll Credit, and Vehicle Financing” and “Electronic-channel Security” areas, manage processes to detect and mitigate risks, preventing any financial losses or negative impacts to our brand. They operate by monitoring the transactions of electronic service channels, preventive and reactive analysis of documents, in addition to strategic and corporate actions in order to propose solutions to managers of technical and business areas, thus enhancing security to products and electronic service channel accesses; and ·the strategic and operating management of identity process and logical access to applications, aiming at protecting the system resources, in addition to working with the business units and technology, with the purpose of defining and restructuring automated controls and coordinating, on a corporate basis, all actions related to the access management. Credit policy Our credit policy is focused on: ·ensuring the safety, quality, liquidity  and diversification of asset allocation; ·pursuing flexibility and profitability in business; and ·minimizing risks inherent to loans and advances. Our credit policy defines criteria for lending and setting operational limits. Credit decisions are made at the branch level and, if necessary, higher levels of authority including our Board of Directors depending on the rules in our internal policy. In reviewing loan applications, ourDiretoria Executivaalso approves the models for assessment and credit processes used by our branches and departments for each type of loan. Our transactions are diversified and target individuals and companies that show ability to pay and stay in good standing. In all cases, we aim to have them secured by appropriate collateral for risks involved, from the point of view of uses of funds and repayment periods, as well as risk ratings. The Central Bank’s risk rating system has nine categories ranging from "excellent" to "very poor." In conformity with our


commitment to the ongoing development of our methodologies, the credit risk rating for our clients/economic groups is based on a range of seventeen levels, of which thirteen represent accrual loans. This provides more adherence to the requirements set forth in the Basel Accords. For more details, see "Item 4.B. Business Overview – Regulation and Supervision – Banking Regulations – Treatment of Loans and Advances."  62Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  The lending limits set for our branches reflect size and collateral provided for loans. However, branches have no authorization to approve an application for credit from any borrower who: ·is rated less than "acceptable" under our internal credit risk classification system(score and rating); ·has an outdated record; and ·has any relevant credit restrictions. We have credit limits for each type of loan. We pre-approve credit limits for our individual and corporate customers and presently extend credits to the public sector only under very limited circumstances. In all cases, funds are only granted once the appropriate body has approved the credit line. We review the credit limits of our large corporate customers every 180 days. Credits extended to other customers, including individuals, small and midsized corporations, are reviewed every 90 days. Our maximum exposure per client (e.g. individuals, companies or other economic groups) is determined by client rating and the aggregate maximum exposure is limited to 10.0% of our shareholders’ equity. Any cases in which the maximum level of exposure per client exceeds the thresholds as set out in the table below and in which the total exposure equals or exceeds R$2.0 billionare required tobe submittedtothe Board of Directorsfor approval: Client Rating

   As a % of Shareholders ́ EquityAA1

   10AA2

   9AA3

   8A1

   7A2

   6A3

   5B1

   4B2

   3B3

   2C1

   1C2

   0.7C3

   0.5D

   0.3
  Our credit policy is continuously developing and as part of our risk management process, we continue to improve our credit granting procedures, including procedures to gather data on borrowers, calculate potential losses and assess applicable classifications. Additionally, we assess our institutional credit risk management in view of the recommendations by the Basel Accords, including: ·restructuring our methodology to calculate possible losses; ·identifying and implementing changes in our reporting processes to improve our loan portfolio management; ·restructuring our information control structure; and ·assessing the organizational structure of our loan assessment practices, including analyzing the demand for technology and addressing new issues. Loans and advances to individual customers For individual customers, depending on the proposed collateral, the size of the branch and suitable credit parameters, branches may authorize loans of up to R$50,000. If value and type of collateral are not


within the limits established for approval at the branch level, an application is submitted to the Credit Department and, if necessary, higher levels of authority.  63Bradesco


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Table of Contents 4.B. Business OverviewForm 20-F  The following table shows individual loan limits for approval by branch managers, depending on the value and type of collateral offered: Total Risk Amount

   R$ in thousandsLoan with no bona fide guarantee

   Loan with bona fide guaranteeDecision‐making authorityManager of very small branch (1)

   up to 5

   up to 10Manager of small branch (2)

   up to 10

   up to 20Manager of average branch (3)

   up to 15

   up to 30Manager of large branch (4)

   up to 20

   up to 50(1)Branch with total deposits equal to or below R$1,999,999;(2)Branch with total deposits equal to or between R$2,000,000 and R$5,999,999;(3)Branch with total deposits equal to or between R$6,000,000 and R$14,999,999; and(4)Branch with total deposits equal to or above R$15,000,000.
  We use a specialized Credit Scoring evaluation system to analyze these loans, allowing us to build a level of flexibility and accountability, besides standardizing the procedures in the process of analyzing and deferring loans. All models are constantly monitored and revised whenever necessary. Our Credit Department has a dedicated team developing models and working on the continuous improvement of these tools. We provide our branches with tools that allow them to analyze loans and advances for individual clients in a rapid, efficient and standardized manner and to produce the corresponding loan contracts automatically. With these tools, our branches can respond quickly to clients, keep costs low, and control the risks inherent to consumer credit in the Brazilian market. The following table shows limits established for approval of loans to individuals outside the discretion of our branches: Total Risk Amount

   R$ in thousandsDecision‐making authorityCredit department

   up to 16,000Credit director

   up to 18,000Executive credit committee (Daily Meeting)

   up to 60,000Executive credit committee (Plenary Meeting)

   up to 2,000,000Board of Directors

   over 2,000,000
  Loans and advances to corporate customers For corporate customers, depending on the collateral proposed, the size of the branch and suitability in terms of credit parameters, loans of up to R$400,000 may be approved at the branch level. If the collateral offered is not within the limits for approval at the branch level, the loan is submitted to the Credit Department and, if necessary, higher levels. The following table shows limits within which branch managers may approve business loans, depending on the amount and type of credit support offered:  64Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Total Risk Amount

   R$ in thousandsLoan with no bona fide guarantee

   Loan with bona fide guaranteeDecision‐making authorityManager of very small branch (1)

   up to 10

   up to 60Manager of small branch (2)

   up to 20

   up to 120Manager of average branch (3)

   up to 30

   up to 240Manager of large branch (4)

   up to 50

   up to 400Manager of Bradesco Empresas branch (5)

   up to 100

   up to 400(1)Branch with total deposits equal to or below R$1,999,999;(2)Branch with total deposits equal to or between R$2,000,000 and R$5,999,999;(3)Branch with total deposits equal to or between R$6,000,000 and R$14,999,999;(4)Branch with total deposits equal to or above R$15,000,000; and(5)Branch with exclusive middle market companies.
  The following table shows limits established for approval of loans to corporate customers outside the discretion of our branches: Total Risk Amount

   R$ in thousandsDecision‐making authorityCredit department

   up to 16,000Credit director

   up to 18,000Executive credit committee (Daily Meeting)

   up to 60,000Executive credit committee (Plenary Meeting)

   up to 2,000,000Board of Directors

   over 2,000,000
  In order to serve customers' needs as soon as possible and securely, the Credit Department uses segmented analyses with different methodologies and instruments for credit analysis in each segment, in particular: ·in the "Varejo," "Prime" and "Private–Individuals" segments, we consider the individual's reputation and credit worthiness, profession, monthly income, assets (goods and real property, any liabilities or interests in companies), the bank indebtedness and history of their relationship with us, checking loans and advances for repayment dates and rates as well as and the guarantees involved; ·in the "Varejo – Corporate Customers" segment, in addition to the points above,we focus on the owners of the relevantcompany, as well as consideringthe period in business and the monthly revenues; ·in the "Corporate" and "Empresas" (middle market) segments, management capability, the company/group's positioning in the market, its size, the economic-financial evolution, cashflow capability, and business perspectives, our analysis always includes the proponent, its parent company/subsidiaries, and the type of business; and ·this also includes analyses of social and environmental risk for projects that require customers to show compliance with social and environmental regulations and the Equator Principles, consisting of socioenvironmental criteria required as conditions for loans, which was introduced in 2002 by the International Finance Corporation (IFC), the World Bank's financial arm.   65Bradesco


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Table of Contents 4.B. Business OverviewForm 20-F  Credit Recovery We manage our portfolio of delinquent clients in all of the segments through the collection process ever since the first overdue payment in accordance with our established rules and governance practices, seeking to preserve the relationship with our client and ensuring maximum efficiency and security for our business. The collection process occurs through our branch network, internally and through external call centers, and in- and out-of-court collection offices. In addition, we have specialized regional teams in credit recovery that act in a customized manner in more relevant cases. Our collection strategies also cover the inclusion of our delinquent clients in external credit protection agencies, sending collection letters and channels of digital access, such as SMS, digital URA, Internet Banking, ATM, mobile and social networks, as well as processes of open auctions for portfolio sales. To this end, we adopted the use of statistical models to segment the debtors by levels of risk and the likelihood of payment, seeking a more assertive credit recovery and with the best cost/benefit ratio. For autonomy in negotiations, individual authority levels are assigned up to a certain amount, considering the risk of the group. In more relevant cases, they are submitted to the collective authority limits in the Commission or Executive Committee for Collection and Credit Recovery, respecting the governance of the established authority level. Deposit-taking activities Our principal source of funding is deposits from Brazilian individuals and businesses. As of December 31, 2016, our total deposits were R$234.2 billion, representing 21.6% of our total liabilities. We provide the following types of deposit and registration accounts: ·checking accounts; ·savings accounts; ·time deposits; ·interbank deposits from financial institutions; and ·accounts for salary purposes. The following table shows total customer deposits and deposits from banks by type and source, as of the dates indicated: As of December 31,

   % of total deposits

   R$ in thousands2016

   2016

   2015

   2014From customersDemand deposits

   13.9%

   32,521,234

   23,012,068

   32,086,299Savings deposits

   41.4%

   97,088,828

   91,878,765

   92,154,815Time deposits

   44.0%

   103,137,867

   79,619,267

   85,790,391Deposits from banksDemand deposits

   0.4%

   898,877

   807,695

   940,997Interbank deposits

   0.3%

   588,872

   466,448

   641,205Total

   100.0%

   234,235,678

   195,784,243

   211,613,707
  According to the Central BankCircular LettersNo. 3,632/13, No. 3,093/02 and No. 3,569/11, we must place a percentage of the demand deposits, savings deposits and time deposits we receive from our customers and deposits from leasing companies with the Central Bank as compulsory deposits, as follows: Time deposits:we are required to deposit in an account with the Central Bank a percentage of the amounts recorded under the following items: (i) time deposits; (ii) leasing companies' CDIs; (iii) currency exchange acceptance funds; (iv) debentures; (v) securities issued by the bank itself; and (vi) contracts assuming liabilities related to foreign transactions in excess of R$30.0 million. The requirement for compulsory collection was of 25.0% in 2016 and will be of 36.0% as from the calculation period from April 24 to April 28, 2017. The amount required is collected in cash and we earn remuneration on the amount deposited at the SELIC rate.  66Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  The amount required may be deposited after deduction of an amount equal to certain transactions made by financial institutions. For deposit requirements on term funds, this deduction is limited to 60.0% of the requirement, as from the calculation period starting in August, 2014. In July 2014, the Central Bank carried out additional adjustments to the deposit requirement rules, with the purpose of: (i) enabling, within a one-year period, 50.0% of the compulsory deposit requirements related to time deposits to be used to raise new loan operations and purchase diversified portfolios (companies and individuals) generated by eligible institutions; and (ii) expanding the list of financial institutions eligible to act as assignor (seller) of operations accepted for purposes of requirement deduction. As from August 2014, the Central Bank increased the compulsory portion of non-interest bearing time deposits, from 50.0% to 60.0%. Additionally, it provided for the acquisition of new financial bills of eligible banks and restricted the deduction in granting for vehicles only to the additional increment in relation to the daily average posted in the first half of 2014. In October 2014, the Central Bank included working capital loans in the list of investments eligible for deduction from the portion of compulsory deposit requirements for term deposits, which had been non-interest bearing (60.0% of the total). This deduction may be carried out only for the amount in excess of the daily average of the first half of 2014. In May 2015, the Central Bank started remunerating 100% of the balance collected. In December of the same year, it was decided not to collect the compulsory payment for time deposits captured in operations of financial assistance or support of liquidity with funds or other mechanisms constituted by the financial institutions. Time deposits are represented by bank deposit certificates – CDBs and pay either a fixed or a floating rate, which is typically a percentage of the interbank interest rate. The breakdown between CDBs at pre-fixed rates and floating rates varies from time to time, depending on the market's interest rate expectations. Demand deposits: we are required to deposit 45.0% of the average daily balance of demand deposits, collection of receivables, payment of taxes, third party funds in transit and obligations for the provision of payment services, exceeding R$70.0 million, in the Central Bank on a non-interest-bearing basis, pursuant to provisions of Circular No. 3,632/13, as amended by Circular No. 3,775/15. In December 2012, the Central Bank authorized the use of up to 20.0% of this balance to offer financing for the acquisition of certain capital assets, trucks, and export of consumable goods, among others, subject to certain conditions. This use was restricted to independent institutions or institutions that are part of financial conglomerates which recorded, as of April 2014, Tier I Capital above R$3.0 billion. The rules applicable to this deduction were amended by the Central Bank in February 2015. In December 2015, the Central Bank Circular No. 3,775/15 determined that financing operations agreed upon from December 2015 onwards, could only be used as a limit for compulsory deposits until July 2019. With the adjustments to the deposit requirement rules carried out in July 2014, the Central Bank was reduced, from R$6.0 billionto R$3.0 billion, the Tier I Capital of the institutions eligible for thefinancingsgranted under the provisions of Resolution No. 4,170/12 (which addresses the conditions required for grantingfinancingssubject to economic subsidies provided by the Federal Government for certain programs), in order to reduce the requirements for demand funds, thus increasing the number of banks able to use a portion (up to 20.0%) of its compulsory deposit requirements for demand deposits in loans and financing falling into the Investment Support Program (“PSI”) of the BNDES (Brazil’s Development Bank). Savings deposits: each week we are required to deposit in an account with the Central Bank an amount equivalent to 24.5% of the total average balance of our savings account deposits. The account bears interest annually at ““TR” plus interest of 6.2% or Reference Rate (“TR”) plus 70.0% of the SELIC rate for funding carried out from May 2012, when the SELIC rate is lower than 8.5%p.a. In June 2015, the Central Bank allowed the use of up to the limit of 18.0% of the amounts chargeable on the balances of the financing of residential properties for deduction in the compulsory payment on savings. In December 2015, the Central Bank Circular No. 3,775/15 allowed financing operations agreed upon between December 2015 and July 2016 under projects in the framework of the of Decree-law No. 6,025/07 to be used as a limit for compulsory deposits up to 15% out of the 18% used for deduction. According to Circular No. 3,655/13, as amended by Circular No. 3,755/15, we are required to deposit each week in an account with the Central Bank an additional amount corresponding to: (i) a percentage of the average time deposits balance, which was of 11.0% in 2016 and will be reduced to 0% as from the


calculation period starting on April 24 and ending on April 28, 2017; and (ii) 5.5% of the savings deposit average balance. Also according to this Circular, there is no compulsory deposit on demand deposits. This additional amount is provided in reserves and we earn interest at the SELIC rate. It should be highlighted that rules on additional deposits have been frequently changed by the Central Bank, and may be subject to further changes without prior notice.  67Bradesco


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Table of Contents 4.B. Business OverviewForm 20-F  In February 2013, the Central Bank defined rules for financial cost collection on non-compliance with compulsory deposit, reserve or compulsory assignment requirements. The financial cost charged to institutions that failed to comply with these requirements was adjusted to the SELIC rate plus 4.0% p.a. There hasnotbeenacompulsory deposit requirementforforeign exchange shortpositionssince 2013. Additionally, present Central Bank regulations require that we: ·allocate a minimum of 34.0% of cash deposits to providing rural credit. In June 2014, the CMN approved changes in the calculation of this percentage; ·allocate 2.0% of demand deposits received to micro credit transactions; and ·allocate a minimum of 65.0% of the total amount of deposits in savings accounts to finance residential real estate or housing construction. Amounts that can be used to satisfy this requirement include direct residential housing loans, mortgage notes, charged-off residential real estate or housing construction loans and certain other financings, all as specified in guidance issued by the Central Bank. Other funding sources Our other funding sources include capital markets, import/export operations and onlending. The following table sets forth the source and amount of our other funding sources as of the dates indicated: As of December 31,

   R$ in thousands2016

   2015

   2014Funding SourcesFunding in the open market

   241,978,931

   222,291,364

   219,359,890Financial notes

   108,512,908

   71,691,563

   54,961,063Onlendings

   36,030,587

   42,101,046

   43,779,544Subordinated debt

   52,611,064

   50,282,936

   35,821,666Borrowings

   22,165,415

   28,236,838

   15,218,591Real estate credit notes

   26,955,574

   20,223,220

   11,862,705Agribusiness notes

   9,116,292

   7,642,250

   8,570,579Euronotes

   2,785,654

   6,204,942

   6,276,614Securities issued through securitization of payment orders

   3,286,342

   3,575,729

   2,694,477Structured Operations Certificates

   445,168

   512,343

   260,046Mortgage notes

   -

   -

   404,915Total

   503,887,935

   452,762,231

   399,210,090
  Our capital markets operations act as a source of funding to us through our transactions with financial institutions, mutual funds, fixed income and equity investment funds and foreign investment funds. As of December 31, 2016, 2015 and 2014, funding in the open market, which consists offinancial assets sold subject to repurchase agreements,accounted for 48.0%, 49.1% and 54.9%, respectively of our other funding sources. The majority of these financial assets subject to repurchase agreements are guaranteed by Brazilian government securities. This type of operation is generally short-term (normally intraday or overnight) and are volatile in terms of volume once directly impacted by market liquidity. We believe that the risks associated with these operations are low, given the quality of the collateral assets. In addition, repurchase transactions are subject to operating limits of capital based on the equity of the financial institution, adjusted in accordance with Central Bank regulations. A financial institution may only make repurchase transactions at a value of up to 30 times its Capital, a limit we always comply with. The limits on repurchase transactions involve securities issued by Brazilian government authorities and vary according to the type of security involved in the transaction, and the perceived risk of the issuer as established by the Central Bank. We issued financial notes, a product that was introduced to the market at the beginning of 2010, aimed at meeting demand for long-term financing. Longer repayment terms contribute to the desired


lengthening of the repayment schedule for the banking system's liabilities, since average repayment periods have also become longer due to the growing share of housing finance and investments of the total loan portfolio.  68Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  We conduct onlending operations where we act as the transfer agent for development agency funds, granting credits to third parties, which are in turn funded by development organizations. BNDES, the International Bank for Reconstruction and Development or IBRD and the Inter-American Development Bank or IDB are the principal providers of these funds. The lending criteria, the decision to lend and the credit risk are our responsibility and subject to certain limitations set by the bodies supplying the funds. Data processing We have available an up-to-date technological environment supported by a Data Center (CTI –Centro de Tecnologia da Informação) located in Cidade de Deus, Osasco, SP, with 11,900 sq. m in area, especially built to harbor information technology (IT) infrastructure and contains protections designed to ensure availability of services offered by us. Data is continually replicated in a processing center (secondary site) located at Alphaville, in the city of Barueri - SP, featuring equipment with enough capacity to take over the main system's activities in case of a problem at our Technology Center (CTI). All service channels have telecommunications services that work with either of the two processing centers. We hold annual exercises simulating situations in which our IT center is impeded in order to ensure that we have effective contingency structures, processes and procedures in place. All these exercises are monitored by our business managers. In addition to all backup copies of electronic files stored and maintained at our IT center, second copies are saved and maintained in the Alphaville processing center. Alphaville's IT infrastructure also houses all activities for developing application systems. If the public energy supply is interrupted, both centers have sufficient capacity to operate independently for 72 hours non-stop. After this period, Technology Centers can operate continuously if power generators are refueled. The IT structure is backed by processes implemented in light of the ITIL (IT Infrastructure Library) and COBIT (Control Objectives for Information and related Technology) references. It applies recognized practices for IT service management and is ISO 20000 IT ServiceManagementcertified. We haveintruder detection, antivirus and antispam systems designed to provide IT protection. Moreover, wecontinuouslyupgradethe security of our main software and hardware programs, such as web server digital certification and HSM 8000 cryptographic and ICSF coprocessor equipment. Our safety tools monitor software, hardware and share information from stations and servers.In addition, we have a data loss preventionsystem, which was developed to guaranteeprotectionto the Company’sdata. An independent auditing firm carries out penetration tests on an annual basis. Our data security processes are ISO 27000 Information Security certified. Our internet systems have a separate infrastructure, enabling different customer segments (individuals, corporate, staff) to use resources independently in order to provide better service, anddue to the critical nature of such services. Seasonality We generally have some seasonality in certain parts of our business. There is certain seasonality in our consumer financing business (including our credit card business, financing of goods and others), with increased levels of credit card transactions and financing of goods at the end of the year and a subsequent decrease of these levels at the beginning of the year. We also have certain seasonality in our collection fees at the beginning of the year, which is when taxes and other fiscal contributions are generally paid in Brazil. In our PGBL and VGBL business, seasonality happens at the end of the year, when the Christmas bonuses and profit sharing are usually paid. Competition We face significant competition in all of our principal areas of operation, since the Brazilian financial and banking services markets are highly competitive and have undergone an intensive consolidation process in the past few years. As of December 31, 2016, state-owned financial institutions held 45.5% of the National Financial System's (“SFN”) assets, followed by domestic private financial institutions (taking into consideration


financial conglomerates) with a 39.9% share and foreign-controlled financial institutions, with a 14.6% share.  69Bradesco


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Table of Contents 4.B. Business OverviewForm 20-F  Public-sector financial institutions play an important role in the banking sector in Brazil. Essentially, they operate within the same legal and regulatory framework as private-sector financial institutions, except that certain banking transactions involving public entities must be made exclusively through public-sector financial institutions (including, but not limited to, depositing federal government funds or judicial deposits). In April, 2012, Circular No. 3,590/12 was issued, determining that the following transactions should be analyzed by the Central Bank with respect to their effects on competition, notwithstanding the review related to the stability of the financial system: ·transfers of ownership control; ·takeovers; ·mergers; ·business transfers; and ·other means of business concentration. In August 2012, the CMN set out new requirements and procedures for incorporation, authorization for operations, cancellation of authorization, changes of control, corporate restructurings and conditions for exercising positions in statutory or contractual bodies. Loans and advances Competition in loans and advances has been increasing in recent years. Our main competitors are Itaú Unibanco, Banco do Brasil and Santander Brasil. As of December 2016, our total market share was 11.4% and, among private banks, it was 25.7%. Credit cards The credit card market in Brazil is highly competitive. Our primary competitors are Banco do Brasil, Itaú Unibanco, and Santander Brasil. Management believes that the primary competitive factors in this area are interest rates, annual fees, card distribution network and benefits offered. Consortia Currently, the consortia market includes approximately 165 administrators, divided between the bank, manufacturer and independent administrators. Our main competitors are Porto Seguro and Caixa Econômica Federal in the real estate segment; Banco do Brasil and Itaú in the automobile segment; and Randon and Scania in the trucks/tractors/machines and equipment segment. We believe one of our competitive differentials is the credibility of the Bradesco brand and our extensive distribution network, with the largest service network in the entire whole of Brazil. Investment Bank The investment bank market in Brazil is in a recession, further increasing competitive pressure. Among the main players are Itaú BBA, BTG Pactual, Santander and other international institutions. The main competitive advantages are relationship with clients and the capacity of implementation. Leasing In general, our main competitors in the Brazilian leasing marketare Santander Leasing, Banco IBM, Banco Itaucard and Safra Leasing. We currently enjoy certain competitive advantages, as we have a larger service network than any of our private sector competitors. Fund management As of December 31, 2016, the fund management industry in Brazil managed funds worth R$3.4 trillion in shareholders’ equity according to ANBIMA’s investment funds management ranking. BRAM held a portion of R$569.5 billion, representing a growth of 43.9% as compared to the 12 previous months or 17.0% of market share, in large part due to the effect of the consolidation of HSBC Brasil. We are the leading institution as measured by the number of investment fund quotaholders with 3.0 million. Our main competitors areBB DTVM and Itaú Unibanco.  70Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Insurance, pension plans and capitalization bonds Insurance sector As leader ofthe Brazilianinsurancemarket,with a25.4% market shareas of December 31, 2016, Grupo Bradesco Seguros faces growingcompetition fromseveral domesticand multinationalcompaniesin allbranches of this sector. Our principal competitors are BB Seguridade, Itaú Unibanco Seguros S.A., SulAmérica Seguros, Porto Seguro, Caixa Seguros, Zurich/Santander and Amil, which account for a combined total of approximately 55.7% of all premiums generated in the market, as reported by SUSEP, in December 2016. In recent years, there has been a change in the insurance sector in Brazil, as foreign companieshave begunto form associations with national insurers. In this respect, the main competitive factors are price, financial stability, and recognition of the name and services provided by companies. With respect to services, competition primarily involves the ability to serve the branches that market such services, including the level of claims handling automation, and development of long-term relationships with customers. We believe that the penetration of our service network, present in all municipalities in Brazil, gives Grupo Bradesco Seguros a significant competitive edge over most insurance companies, thereby promoting cost savings and marketing synergies. Regarding the healthcare sector, although most insurance activities are carried out by companies with nationwide operations, there is also competition from companies that operate locally or regionally. Pension plan sector TheBrazilian government'smonetary stabilizationpoliciesstimulated the pension plan sector and attracted new international players. With 27.0% of total contributions in the sector (SUSEP), Bradesco Vida e Previdência's main competitive advantages are: the “Bradesco” brand, our extensive branch network, our strategyandour record of beinginthe forefrontofproduct innovation. Our principal competitors are BB Seguridade, Itaú Unibanco Seguros S.A., SulAmérica Seguros, Porto Seguro, Caixa Seguros and Zurich/Santander. Capitalization bonds sector According to SUSEP, Bradesco Capitalização holds a 27.8%market share incapitalization bonds income and 25.5% in terms of technical provisions.Our competitive strengths in this sector include ourofferingoflow-cost products with ahigher number ofprizedrawings, security, financial stability,and brand recognition. Our principal competitors are BB Seguridade, Itaú Unibanco Seguros S.A., SulAmérica Seguros, Porto Seguro, Caixa Seguros and Zurich/Santander. REGULATION AND SUPERVISION The basic institutional framework of the Brazilian Financial System was established in 1964 by Law No. 4,595/64, known as the "Banking Reform Law." The Banking Reform Law dealt with monetary, banking and credit policies and institutions, and created the CMN. Principal financial institutions As of December 31, 2016, 9 financial conglomerates operated in Brazil, consisting of public-sector commercial and multiple-service banks controlled by federal and state governments (including Caixa Econômica Federal) and 146 financial conglomerates, consisting of private-sector commercial and multiple-service banks. For Brazilian regulatory purposes, insurance companies, private pension plans and capitalization bonds providers are not considered financial institutions. Principal regulatory agencies CMN CMN is responsible for overall supervision of monetary, credit, budgetary, fiscal and public debt policies. CMN has the following functions: ·regulating loans and advances granted by Brazilian financial institutions;  71Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  ·regulating Brazilian currency issue; ·supervising Brazil's reserves of gold and foreign exchange; ·determining saving, foreign exchange and investment policies in Brazil; and ·regulating capital markets in Brazil. In December 2006, CMN asked the CVM to devise a new Risk-Based Supervision System (“SBR") through Resolution No. 3,427/06 (amended by Resolution No. 3,513/07), and regulated by CVM Resolution No. 757/16, in order to: (i) identify risks to which the market is exposed; (ii) rank these risks in order of severity; (iii) establish mechanisms for mitigating these risks and the losses they might cause; and (iv) control and monitor the occurrence of risk events. Among other effects, this system provides for a fast-track reviewing process for the issuance of securities. Central Bank The Central Bank was created by Law No. 4,595/64 and is the primary executor of the guidelines of the CMN, responsible for ensuring the purchasing power of the national currency, includingresponsibility for: ·implementing currency and credit policies established by the CMN; ·regulating and supervising public and private sector Brazilian financial institutions; ·controlling and monitoring the flow of foreign currency to and from Brazil; and ·overseeing the Brazilian financial markets. The Central Bank’s chairperson is appointed by the president of Brazil for an indefinite term of office, subject to approval by the Brazilian senate. The Central Bank supervises financial institutions by: ·setting minimum capital requirements, compulsory deposit requirements and operational limits; ·authorizing corporate documents, capital increases, acquisition of interest in new companies and the establishment or transfer of principal places of business or branches (in Brazil or abroad); ·authorizing changes in shareholder control of financial institutions; ·requiring the submission of annual and semiannual audited financial statements, quarterly revised financial statements and monthly unaudited financial information; and ·requiring full disclosure of loans and advances and foreign exchange transactions, import and export transactions and other directly related economic activities. CVM The CVM is responsible for regulating the Brazilian securities markets in accordance with securities and capital-market policies established by CMN. Banking regulations Principal limitations and restrictions on activities of financial institutions Under applicable laws and regulations, a financial institution operating in Brazil: ·may not operate without the prior approval of the Central Bank and in the case of foreign banks, authorization by presidential decree; ·may not invest in the equity of any other company beyond regulatory limits; ·may not lend more than 25.0% of its RC to any single person or group; ·may not own real estate, except for its own use; and ·may not lend to or provide guarantees for: ·any individual that controls the institution or holds, directly or indirectly, more than 10.0% of its share capital;  72Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  ·any entity that controls the institution or with which it is under common control, or any officer, director or member of the Fiscal Council and Audit Committee of such entity, or any immediate family member of such individuals; ·any entity that, directly or indirectly, holds more than 10.0% of its shares (with certain exceptions); ·any entity that it controls or of which it directly or indirectly holds more than 10.0% of the share capital; ·any entity whose management consists of the same or substantially the same members as its own executive committee; or ·its executive officers and directors (including their immediate families) or any company controlled by its executive officers and directors or their immediate families or in which any of them, directly or indirectly, holds more than 10.0% of share capital. The restrictions with respect to the concentration limit to a single person or group do not apply to interbank deposits entered into by financial institutions subject to consolidation of their financial statements. Capital adequacy and leverage Financial institutions based in Brazil are subject to capital measurement and standards based on a weighted risk-asset ratio, according to CMN Resolutions No. 4,192/13 and No. 4,193/13. The parameters of this methodology resemble the international framework for minimum capital measurements adopted for the Basel Accord. For further information on Basel III, see “Item 5.B – Liquidity and Capital Resources – Capital Compliance – Basel III.” According to CMN Resolution No. 4,280/13, amended by Resolution No. 4,517/16, financial institutions,except forcredit cooperatives, must keep consolidated accounting records (for calculating their capital requirements) of their investments in companies whenever they hold, directly or indirectly, individually or together with partners, a controlling interest in the investee companies. If their interest does not result in control of a company, financial institutions may choose to recognize the interest as equity in the earnings of unconsolidated companies instead of consolidatingsuch interests. Under certain conditions and within certain limits, financial institutions may include eligible instruments when determining their capital requirements in order to calculate their operational limits,provided thatthis instrument complies with the requirements of regulation in force. Since January 2015, financial institutions based in Brazil are required to calculate their capital requirements on a consolidated basis with institutions that are part of their prudential conglomerate. The CMN Resolution 4,280/13 defines that the following entities located in Brazil or abroad shall be considered in the prudential conglomerate of its direct or indirect controllers: (i) financial institutions and other institutions authorized to operate by the Central Bank; (ii) consortium administrators; (iii) payment institutions; (iv) organizations that acquire credit transactions, including real estate and credit rights; and (v) other legal entities headquartered in Brazil that are solely engaged in holding interests in the entities set out above. In December 2014, the CMN changed the scope of the rules for the management of credit, market, operational and liquidity risks and capital management in order to apply such rules at the prudential conglomerate level which is now required as the basis for calculation of the capital requirements of financial institutions. Resolution No. 4,388/14 sets forth that risk management may be carried out by a single unit responsible for the prudential conglomerate and its respective affiliates. This applies only to market risk management and not to any other risk functions. Further, this resolution also updates the application of the relevant thresholds for any calculations of foreign exchange exposure. Risk Weighting Pursuant to Circular No. 3,644/13, amended by Circular No. 3,809/16, the Central Bank consolidated the risk weighting factors applied to different exposures in order to calculate capital requirement through a standardized approach. According to such rule, as amended, the risk weight factors vary from 0.0% to 1,250.0% and should be applied to credit risks, depending on the nature and characteristics of the exposure. Risk-weight factors applicable to different exposures are often changed by the Central Bank. In addition, there are specific standards of the Central Bank to determine procedures to calculate the portion of risk-weighted assets related to other exposures.  73Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  In December 2014, and then in October 2015, the Central Bank changed the procedures for calculating the portion of risk-weight assets, in connection with the calculation of the capital required for the operational risk by way of a standardized approach. Under the present model, this is calculated based on the risk of financial institutions and its direct and indirect controlled entities, based on the gross revenue for thepastthree years. The prudential conglomerate concept, however, does not have a retroactive data base to supply such information. In order toovercomethis obstacle, atransitionalmodelfor the calculation ofoperational risk was adopted in January 2015. For more information on our capital ratios, see “Item 5.B - Liquidity and Capital Resources– Capital compliance - Basel III.” Compulsory Deposits The Central Bank periodically sets compulsory deposit and related requirements for financial institutions based in Brazil. The Central Bank uses reserve requirements as a mechanism to control liquidity in the SFN. Standards on compulsory deposits and additional reserve requirements are periodically altered by the Central Bank. For a summary of current requirements, see “Item 4.B. Business Overview – Deposit Funding.” The total consolidated exposure of a financial institution in foreign currencies and gold cannot exceed 30.0% of its RC. In addition, if its exposure is greater than 5.0% of its RC, the financial institution must hold additional capital at least equivalent to 100% of its exposure. Since July 2007, the amount internationally offset in opposite exposures (purchases and sales) in Brazil and abroad by institutions of the same conglomerate is required to be added to the respective conglomerate's net consolidated exposure. Asset composition requirements According to the Resolution No. 2,844/01, as amended, financial institutions based in Brazil may not allocate more than 25.0% of their RC to loans and advances (including guarantees) to the same customer (including customer's parent, affiliates and subsidiaries) or to securities from any issuer. They also may not act as underwriters (excluding best efforts underwriting) of securities issued by any one issuer representing more than 25.0% of their RC. According to the Resolution No. 2,283/96, permanent assets (defined as property and equipment other than commercial leasing operations, unconsolidated investments and deferred assets) of Brazilian financial institutions may not exceed 50.0% of their RC. Repurchase transactions Repurchase transactions are subject to operational capital limits based on the financial institution's equity, as adjusted in accordance with Central Bank regulations. A financial institution may only hold repurchase transactions in an amount up to 30 times its Capital. Within that limit, repurchase operations involving private securities may not exceed five times the amount of the financial institution's Capital. Limits on repurchase operations involving securities issued by Brazilian governmental authorities vary in accordance with the type of security involved in the transaction and the perceived risk of the issuer as established by the Central Bank. In September 2016, the Central Bank prohibited the execution, extension or renewal of repurchase transactions with securities issued or accepted from associated institutions, or institutions that are members of the same prudential conglomerate. However, the execution, extension or renewal of repurchase transactions based on securities issued or accepted up until 29 September 2016 will be accepted until December 31, 2017, provided that the following are observed: (i) the maximum term of twelve months; and (ii) the maintenance of the accounting balance related to the total of transactions in an amount equal to or less than 110,0% of the total accounting balance calculated on the base date of August 31, 2016, whereby from May 1, 2017, the amount will be 50.0% of the total accounting balance calculated for the same base date. Onlending of funds borrowed abroad Financial institutions and leasing companies are permitted to borrow foreign currency-denominated funds in the international markets (through direct loans or the issuance of debt securities) in order to on-lend such funds in Brazil. These onlendings take the form of loans denominated inreaisbut indexed to the U.S. dollar. The terms of the onlending transaction must mirror the terms of the original transaction. The interest rate charged on the underlying foreign loan must also conform to international market practices. In addition to the original cost of the transaction, the financial institution may charge onlending commission only.  74Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Furthermore, the amount of any loan in foreign currency should be limited to the sum of foreign transactions undertaken by the financial institution to which loan funds are to be directed. Lastly, pursuant to the Central Bank's Circular No. 3,434/09, the total of loans and advances made against these funds must be delivered to the Central Bank as collateral, as a condition for the release of the amount to the financial institution. Foreign currency position Transactions in Brazil involving the sale and purchase of foreign currency may be conducted only by institutions authorized by the Central Bank to operate in the foreign exchange market. Beginning in 1999, the Central Bank adopted a foreign exchange free float system, which gave rise to increased volatility. Since mid-2011 the Brazilian real has depreciated against the U.S. dollar and the Central Bank has intervened in the foreign exchange market to control the foreign rate volatility. The Central Bank does not impose limits on long positions inforeign exchange operations(i.e., in which the aggregate amount of foreign currency purchases exceeds sales) and short positions inforeign exchange operations(i.e., in which the aggregate amount of foreign currency purchases is less than sales) for banks authorized to operate in theforeign exchange market. Standards that address foreign exchange markets are frequently changed by CMN and the Central Bank. Registration of cross-border derivatives and hedging transactions and information on derivatives In December 2009, the Central Bank issued specific rules that became effective in February 2010, requiring Brazilian financial institutions to register their cross-border derivative transactions with a clearing house regulated by the Central Bank and by the CVM. Specifically, cross-border derivative transactions must (i) be registered within two business days; and (ii) cover details of underlying assets, values, currencies involved, terms, counterparties, means of settlement and parameters used. In January 2010, registration rules were extended to cover hedging transactions in foreign OTC markets or exchanges. In November 2010, to facilitate management of derivatives-related risk incurred by financial institutions, the CVM stipulated that market participants should create mechanisms in order to share information on derivatives contracts traded or registered in their systems, subject to banking confidentiality rules. Treatment of loans and advances Financial institutions are required to classify their loans and advances into nine categories, ranging from AA to H, based on their risk. These credit risk classifications are determined in accordance with Central Bank criteria relating to: ·the conditions of the debtor and the guarantor, such as their economic and financial situation, level of indebtedness, capacity for generating profits, cash flow, delay in payments, contingencies and credit limits; and ·the conditions of the transaction, such as its nature and purpose, the type, the level of liquidity, the sufficiency of the collateral and the total amount of the credit. In the case of corporate borrowers, the nine categories that we use are as follows: Rating

   Our Classification

   Bradesco ConceptAA

   Excellent

   First‐tier large company or group, with a long track record, market leadership and excellent economic and financial concept and positioning.A

   Very Good

   Large company or group with sound economic and financial position that is active in markets with good prospects and/or potential for expansion.B

   Good

   Company or group, regardless of size, with good economic and financial positioning.C

   Acceptable

   Company or group with a satisfactory economic and financial situation but with performance subject to economic variations.D

   Fair

   Company or group with economic and financial positioning in decline or unsatisfactory accounting information, under risk management.
   75Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  A loan and advance operation may be upgraded if it has credit support or downgraded if in default. Doubtful loans are classified according to the loss perspective, as per E-H ratings as follows: Rating

   Bradesco ClassificationE

   DeficientF

   BadG

   CriticalH

   Uncollectible
  A similar nine-category ranking systemexists for transactions with individuals. Wegrade credit based on data including the individual's income, net worth and credit history, as well as other personal data. For regulatory purposes, financial institutions are required to classify the level of risk of their loan operations according to Central Bank criteria, taking into consideration both the borrower and guarantors’ characteristics and the nature and value of the operation, among others, in order to identify potential loan losses. This risk evaluation must be reviewed at least every six months for loans extended to a single customer or economic group whose aggregate loan amount exceeds 5.0% of the financial institution's Capital, and once every 12 months for all loan operations, with certain exceptions. Past due loans and advances must be reviewed monthly. For this type of loan, regulatory provisions set the following maximum risk classifications: Number of Days Past Due (1)

   Maximum Classification15 to 30 days

   B31 to 60 days

   C61 to 90 days

   D91 to 120 days

   E121 to 150 days

   F151 to 180 days

   GMore than 180 days

   H(1)These time periods are doubled in the case of loans with maturities in excess of 36 months.
  Financial institutions are required to determine, whether any loans must be reclassified as a result of these maximum classifications. If so, they must adjust their regulated accounting provisions accordingly.  76Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  The regulations specify a minimum provision for each category of loan, which is measured as a percentage of the total amount of the loan and advance operation, as follows: Classification of Loan

   Minimum Provision %AA

   -A

   0.5B

   1.0C

   3.0D

   10.0E

   30.0F

   50.0G

   70.0H(1)

   100.0(1)Financial institutions must write off any loan six months after its initial classification as an H loan.
  Loans and advances of up to R$50,000 may be classified by the method used by the financial institution itself or the arrears criteria, described above. Classifications should be at least level A, according to the Central Bank. Financial institutions must make their lending and loan classification policies available to the Central Bank and to their independent accountants. They are also required to submit information relating to their loan portfolio to the Central Bank, together with their financial statements. This information must include: ·a breakdown of the business activities and nature of borrowers; ·maturities of their loans; and ·amounts of rescheduled, written-off and recovered loans. The Central Bank requires authorized financial institutions to compile and submit their loans and advances portfolio data in accordance with several requirements and may allow discrepancies in these statements of up to 5.0% per risk level and 2.5% in the reconciled total. Exclusivity in loans and advances to customers In January 2011, Central Bank Circular No. 3,522/11 prohibited financial institutions that provide services and loan transactions from entering into agreements, contracts or other arrangements that prevent or restrict the ability of their customers to access loans and advances offered by other institutions, including payroll-deductible loans. The purpose of this rule is to increase competition among credit providers and prevent exclusivity agreements between state-owned banks and government bodies with respect to payroll-deductible loans. While there is some uncertainty as to whether the new rules affect existing contracts, all new contracts are covered by the new regulations, allowing market competition and enabling employees in the public and private sectors to obtain payroll-deductible loans from any authorized financial institution. Regulation of the debit balance of the credit card bill Through CMN Resolution No. 4,549/17, which came into force in April 2017, the Central Bank started regulating the financing of the debit balance of the credit card invoice and other post-paid instruments, not settled in full at maturity.  According to the new standard, the credit card companies will no longer be able to finance the balance due from customers through the revolving credit for more than a month. Therefore, after the maturity of the bill in the following month, if there is still a debit balance due on the amount that is the object of the revolving credit, this can be financed by a line of credit in installments, to be offered by the financial institution, with better conditions or settled in full by the client. Brazilian Clearing System – (Sistema de Pagamentos Brasileiro, or “SPB”) The SPB was regulated and restructured under legislation enacted in 2001. These regulations are intended to streamline the system by adopting multilateral clearing and boost security and solidity by reducing systemic default risk and financial institutions' credit and liquidity risks. The subsystems in the SPB are responsible for maintaining security mechanisms and rules for


controlling risks and contingencies, loss sharing among market participants and direct execution of custody positions of contracts and collateral by participants. In addition, clearing houses and settlement service providers, as important components to the system, set aside a portion of their assets as an additional guarantee for settlement of transactions.  77Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  Currently, responsibility for settlement of a transaction has been assigned to the clearinghouses or service providers responsible for it. Once a financial transaction has been submitted for clearing and settlement, it generally becomes the obligation of the relevant clearinghouse and/or settlement service provider to clear and settle, and it is no longer subject to the risk of bankruptcy or insolvency on the part of the market participant that submitted it for clearing and settlement. Financial institutions and other institutions authorized by the Central Bank are also required under the rules to create mechanisms to identify and avoid liquidity risks, in accordance with certain procedures established by the Central Bank. Under these rules, institutions are required to maintain, at least: ·liquidity risk management policies and strategies, which are clearly evidenced and set operational limits and procedures aimed at exposure to liquidity risk at a level required by the Management; ·processes to identify, assess, monitor and control liquidity risk exposure during different time frames, including intraday and comprising at least a daily assessment of operations with settlement terms below 90 days; ·an assessment, at least annually, of the processes described in the previous item; ·funding policies and strategies that provide for adequate diversification of fund sources and maturity terms; ·liquidity contingency plan, which is updated on a regular basis and sets responsibilities and procedures to face liquidity stress scenarios; ·regular stress tests with short and long-term idiosyncratic and systemic scenarios, whose results should be considered when designing or revising policies, strategies, limits and the liquidity contingency plan; and ·liquidity risk assessment as part of the process of approving new products, as well as an assessment of how compatible these products are with existing procedures and controls. Financial institutions were positively affected by the restructuring of the SPB. Under the old system, in which transactions were processed at the end of the day, an institution could carry a balance, positive or negative, a situation which is no longer allowed. Payments must now be processed in real time, andsince March 2013, theamounts over R$1,000 are being processedby electronic transfers between institutions with immediately available funds. If a transaction is made using checks, an additional bank fee will be charged. The Central Bank and CVM have the power to regulate and supervise the SPB. In October 2013, Law No. 12,865/13 was enacted providing for payment arrangements and payment institutions that are part of SPB. In November 2013, in order to regulate this law: (i) the CMN established guidelines for the regulation, surveillance and supervision of payment institutions and payment arrangements that are part of SPB; and (ii) the Central Bank: (a) defined requirements and procedures to authorize the establishment and operation, cancellation of authorization, control changes, structure of management positions, name and head office location, corporate reorganizations, conditions to hold management positions in payment institutions and authorization for financial institutions to provide payment services; (b) created a regulation to govern, among others, provision of payment services in the ambit of payment arrangements that are part of SPB, and established criteria according to which payment arrangements will not be part of SPB, among others; and (c) established rules on risk management, minimum capital requirements, governance of payment institutions, preservation of value and liquidity of payment account balances. In April 2014, the Central Bank changed the rules regarding any payment institutions and any related arrangements. The main changes were as follows: (i) it determined that the payment institutions shall deposit with the Central Bank the amounts corresponding to the electronic balance of any payment accounts, plus the electronic balance of any amounts being transferred between payment accounts within the same payment institution. To ensure the viability of the Brazilian Payment System (SPB), such deposit should be affected gradually; starting with 20.0% in 2014 and increasing to 100% in 2019; and (ii) it reviewed the definition of arrangements that may be considered an integral part of the SPB.  78Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  As of September 2015, the Central Bank issued Circular No. 3,765/15 amending Circular No. 3,682/13 and bringing significant changes in the rules applicable to payment agreements that are part of the SPB. The main changes are: (i) centralized compulsory clearing and settlement of credit or debit electronic orders through a clearing and settlement system authorized by the Central Bank; (ii) new requirements for interchangeably operating arrangements, the introduction of “home institution” concept, the change of criteria to maintain closed payment arrangements; and (iii)the change of terms to decrease minimum operating volumes applicable to payment arrangements that are not part of theSPB.   79Bradesco


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Table of Contents 4.B. Business OverviewForm 20-F  Intervention The Central Bank will intervene in the operations and management of any financial institution not controlled by the Federal Government if the institution: ·suffers losses due to mismanagement, putting creditors at risk; ·repeatedly violates banking regulations; or ·is insolvent. Intervention may also be ordered upon the request of a financial institution's management and may not exceed 12 months. During the intervention period, the institution's liabilities are suspended in relation to overdue obligations, maturity dates for pending obligations contracted prior to intervention, and liabilities for deposits in the institution existing on the date intervention was ordered. Administrative liquidation The Central Bank will liquidate a financial institution if: ·the institution's economic or financial situation is at risk, particularly when the institution ceases to meet its obligations as they fall due, or upon the occurrence of an event that could indicate a state of bankruptcy; ·management commits a material violation of banking laws, regulations or rulings; ·the institution suffers a loss which subjects its unsecured creditors to severe risk; or ·upon revocation of the authorization to operate, the institution does not initiate ordinary liquidation proceedings within 90 days, or, if initiated, the Central Bank determines that the pace of the liquidation may impair the institution's creditors. As a consequence of administrative liquidation: ·lawsuits pleading claims on the assets of the institution are suspended; ·the institution's obligations are accelerated; ·the institution may not comply with any liquidated damage clause contained in unilateral contracts; ·interest does not accrue against the institution until its liabilities are paid in full; and ·the limitation period of the institution's obligations is suspended. Temporary Special Administration Regime The Temporary Special Administration Regime, known as "RAET," is a less severe form of Central Bank intervention in financial institutions, which allows institutions to continue to operate normally. RAET may be ordered in the case of an institution that: ·repeatedly makes transactions contravening economic or financial policies under federal law; ·faces a shortage of assets; ·fails to comply with compulsory deposit rules; ·has reckless or fraudulent management; or ·has operations or circumstances requiring an intervention. Repayment of creditors in liquidation In the case of liquidation of a financial institution, employees' wages, indemnities and tax claims have the highest priority among claims against the bankrupt institution. In November 1995, the Central Bank created theFundo Garantidor de Créditos -FGC to guarantee the payment of funds deposited with financial institutions in case of intervention, administrative liquidation, bankruptcy, or other state of insolvency. Members of the FGC are financial institutions that accept demand, time and savings deposits as well as savings and loans associations. The FGC is funded principally by mandatory contributions from all financial institutions based in Brazil accepting deposits from customers.   80Form 20-F – December 2016


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Table of Contents 4.B. Business OverviewForm 20-F  The FGC is a deposit insurance system that guarantees a certain maximum amount of deposits and certain credit instruments held by a customer against a financial institution (or against member financial institutions of the same financial group). The liability of the participating institutions is limited to the amount of their contributions to the FGC, with the exception that in limited circumstances, if FGC payments are insufficient to cover insured losses, the participating institutions may be asked for extraordinary contributions and advances. The payment of unsecured credit and customer deposits not payable under the FGC is subject to the prior payment of all secured credits and other credits to which specific laws may grant special privileges. In December 2010, the CMN increased the maximum amount of the guarantee provided by the FGC from R$60,000 to R$70,000.In May 2013, this amount was raised again to R$250,000 and has been kept by the Central Bank at this level since then.In 2006, it reduced the ordinary monthly FGC contribution from 0.025% to 0.0125% of the balance held in bank accounts covered by FGC insurance. In February, 2016, the percentage of the contribution on instruments listed in article 2, paragraphs I to X from Appendix II of Resolution No. 4,222/13 was changed to 0.0125%, even if correspondent credits are unsecured. According to CMN rules, the maximum value of the balance of such deposits is limited (with a maximum aggregate of R$5.0 billionby December 2014 or R$3.0 billion as of January 2015) to: (i) for the balance of the deposits originally made without fiduciary assignment, the highest of the following amounts: (a) the equivalent of twice the regulatory Tier I capital, calculated yearly on the base date June earning interest monthly at the SELIC rate; (b) the equivalent of twice the regulatory Tier I capital, calculated as of December 2008, earning interest monthly at the SELIC rate as of May2009; and (c) the equivalent of the sum of balances in time deposits plus balances of bills of exchange held in the bank in June 2008,earning interest monthly at the SELIC rate as of May 2009; and (ii) for the balance of the deposits made with fiduciary assignment, the following factors over the regulatory Tier I capital, calculated as of December of the previous year, adjusted by the SELIC rate: (i) 1.6 as of June 2013; and (ii) 2.0 as of January 2014. Furthermore, the limit on taking time deposits with special FGC guarantees without fiduciary assignment has been reduced, in accordance with the following schedule: ·40.0% from January 1, 2013; ·60.0% from January 1, 2014; ·80.0% from January 1, 2015; and ·100.0% from January 1, 2016. In May 2013 Resolution No. 4,222/13 was issued, amending and consolidating the rules addressing the FGC bylaws and regulation. In addition to increasing the maximum amount of the guarantee provided by the FGC to R$250,000, agribusiness notes (“LCA”) were included in credits guaranteed by FGC. In August 2013, the Central Bank amended and consolidated the provisions related to the calculation basis and payment of common contributions by the FGC-associated institutions. The rules governing the FGC are changed on a periodic basis. Internal compliance procedures All financial institutions must have in place internal policies and procedures to control: ·their activities; ·their financial, operational and management information systems; and ·their compliance with all applicable regulations. The board of executive officers of a financial institution is responsible for implementing an effective structure for internal controls by defining responsibilities and control procedures and establishing corresponding goals and procedures at all levels of the institution. The board is also responsible for verifying compliance with all internal procedures. Restrictions on foreign investment The Brazilian Constitution permits foreign individuals or companies to invest in the voting shares of financial institutions based in Brazil only if they have specific authorization from the Brazilian government. However, foreign investors without specific authorization may acquire publicly traded non-voting shares of financial institutions based in Brazil or depositary receipts representing non-voting shares offered abroad.


Any investment in common shares would depend on government authorization. In January 2012, the Central Bank authorized us to create an ADR program for our common shares in the U.S. market. Foreign interest in our capital stock is currently limited to 30.0%.  81Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  Anti-money laundering regulations, banking secrecy and financial transactions linked to terrorism Under Brazilian anti-money laundering rules, which the Central Bank consolidated in July 2009 throughCentral BankCircular No. 3,461/09, as amended, financial institutions must: ·keep up-to-date records regarding their customers; ·maintain internal controls and records; ·record transactions involving Brazilian and foreign currency, securities, metals or any other asset which may be converted into money; ·keep records of transactions that exceed R$10,000 in a calendar month or reveal a pattern of activity that suggests a scheme to avoid identification; ·keep records of all check transactions; and ·keep records and inform the Central Bank of any cash deposits or cash withdrawals in amounts above R$100,000. The financial institution must review transactions or proposals whose characteristics may indicate the existence of a crime and inform the Central Bank of the proposed or executed transaction. Records of transactions involving currency or any asset convertible to money, records of transactions that exceed R$10,000 in a calendar month, and records of check transactions must be kept for at least ten years, unless the bank is notified that a CVM investigation is underway, in which case the ten-year obligation may be extended. Pursuant to Circular No.3,461/09, amended by Circulars No. 3,517/10, No. 3,583/12andNo. 3,654/13,financial institutions must implement control policies and internal procedures. The CVM directed special attention to politically exposed individuals through Instruction No. 463/08 and consolidated inCentral BankCircular No. 3,461/09,which refer to individuals politically exposed who hold or held prominent public positions in Brazil or abroad during the past five years and their relatives and representatives, heads of state and government, senior politicians and civil servants, judges or high-ranking military officers, and leaders of state controlled enterprises companies or political parties, among others. Central Bank Circular No. 3,654/13 expanded such list to include other members of the Judiciary, Legislative and Executive powers, as well as individuals who held or still hold relevant positions in foreign governments. Financial institutions are required to adopt certain mechanisms in order to: (i) identify the final beneficiaries of each transaction; (ii) identify whether these politically exposed individuals are involved; (iii) monitor financial transactions involving politically exposed individuals; and (iv) pay special attention to people from countries with which Brazil maintains a high number of business and financial transactions, shared borders or ethnic, linguistic or political relations. In October 2008, the Central Bank broadened the reach of its rules for controlling financial transactions related to terrorism, so that operations carried out on behalf of, services provided to, or access to funds, other financial assets or economic resources belonging to or directly or indirectly controlled by, the following individuals or entities were required to be immediately reported to the Central Bank: (i) members of the Al-Qaeda organization, members of the Taliban and other individuals, groups, companies or entities connected with them; (ii) the former government of Iraq or its agencies or companies located outside of Iraq, as well as funds or other financial assets that might have been withdrawn from Iraq or acquired by Saddam Hussein or by other former Iraqi government senior officials or by the closest members of their families, including companies owned by, or directly or indirectly controlled by them or by individuals under their management; and (iii) individuals perpetrating or attempting to perpetrate terrorist actions or who take part in or facilitate such acts, entities owned or directly or indirectly controlled by such individuals, as well as by individuals and entities acting on their behalf or under their command. In July 2012, Law No. 12,683/12 came into force, amending Law No. 9,613/98, and toughened the rules on money laundering offenses. According to the new law, any offense or misdemeanor – and not only serious offenses, such as drug traffic and terrorism – may be deemed as a precedent to the money laundering offense. Additionally, the law expands, to a great extent, the list of individuals and companies obliged to report transactions to the Controlling Council of Financial Activities (“COAF”), including, among them, companies providing advisory or consulting services to operations in the financial and capital markets, under the penalty of fines of up to R$20 million. In June 2013, the CVM enacted an instruction that conformed regulation of this government agency to Law no. 12,638/12, establishing the obligation to send to


the regulatory or inspection agency information regarding the non-existence of suspect financial transactions and other situations that generate the need for communications.  82Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  In October 2014, the CVM issued Instruction No. 553/14 which, among other issues, (i) firmly states that any business relationship may only be initiated or kept after the arrangements related to the registration process and the “Conheça seu Cliente” (know your customer) Policy are adhered to; and (ii) requires a statement on the purpose and nature of the business relationship with the institution, making it clear that said statement may be obtained upon the update of registration data of already-existing customers. In November 2014, the Central Bank changed the procedures related to the Regulation of Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF) to be adhered to by the payment institutions. Accordingly, in addition to the AML/CTF procedures already required, payment institutions must also: (i) adopt procedures and controls to confirm information on customer’s identification, which may, among others, match the information provided by the end users against information available in public or private data bases; and (ii) implement AML/CTF risk management systems to provide for the identification and assessment of such risk, as well as carry out mitigation measures proportionate to the risks identified, particularly for high risk cases.. These changes were made to meet international requirements set forth under the scope of the Financial Action Task Force (FATF), which is the body responsible for establishing AML/CTF standards to be adhered to by the countries of the G20, such as Brazil. Although applicable rules to payment institutions were expanded, a more flexible approach was applied to prepaid accounts, as the limit for simplified identification was changed from R$1,500 to R$5,000 and the range of information to be kept for payment accounts opened by individuals was reduced. Further, in November 2014, SUSEP established the Permanent Committee on Anti-Money Laundering and Counter-Terrorism Financing in the Insurance, Reinsurance, Capitalization and Private Pension Plan Markets (CPLD). The CPLD is a permanent governing body acting to prevent money laundering and curtail the financing of terrorism, both in connection with SUSEP and the insurance, reinsurance, capitalization and private pension plan markets. In October 2015, Law No. 13,170/15 was enacted, which deals with the lawsuit for the freezing of assets, values and rights of possession or ownership and all other rights, real or personal, of ownership, directly or indirectly, of individuals or entities subject to this type of sanction by the resolutions of the United Nations Security Council – CSNU. This standard was issued to establish a faster procedure to block the assets located in Brazil, seeking to prevent the use of the assets in question in the practice of crimes against humanity. This law was regulated by means of Circular No. 3,780/16, which provides the procedures to be adopted by financial institutions and other institutions authorized to operate by the Central Bank to meet that standard, including with respect to communications with the competent authorities in the case of a freezing of assets. Anticorruption Law In August 2013, Law No. 12,846/13 was enacted to regulate civil and administrative liability of legal entities for performing acts against public management, either domestic or foreign. Based on this legal provision, legal entities shall be strictly liable, in both the administrative and civil spheres, for the practice of harmful acts in their exclusive or non–exclusive interest or benefit. This law provides for penalties in amounts ranging from 0.1% to 20.0% of the gross revenues earned in the financial year preceding the financial year in which the administrative proceedings was commenced. In applying such sanctions, the existence of internal mechanisms and procedures for integrity, auditing and encouragement of whistle-blowing as well as effective implementation of codes of ethics and conduct of the legal entity, will be taken into consideration, among others. Social and environmental responsibility In April 2014, the CMN approved Resolution No. 4,327/14, introducing guidelines for the establishment and implementation of the Social and Environmental Responsibility Policy (PRSA) by financial institutions. Aimed at formalizing basic procedures and guidelines for this process, in August 2014 the Brazilian Federation of Banks (FEBRABAN) published the Banking Self-Regulation System Instruction ("SARB") No. 14, establishing a self-regulation program for the development and implementation of PRSA for financial institutions that are signatories of the Banking Self-Regulation System, such as Bradesco. This set of legislation, comprising resolutions and self-regulations, establishes that such policy must establish guidelines to drive social and environmental actions in business and other activities, as well as its


relationship with any interested parties. Accordingly, the institution should take into account the nature and complexity of its activities, as well as its level of exposure to the social and environmental risk, defined by observing the principles of proportionality, efficiency and relevance, respectively.  83Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  The law established an adjustment period for institutions to adjust their systems and processes to these new requirements, so that the PRSA be approved, and for the start of the respective action plan, according to the schedule below: (i) until February 2015, by the institutions required to implement the Internal Capital Adequacy Assessment Process (ICAAP), according to regulation in force; and (ii) until July 2015, by other institutions. In advanceofResolution No. 4,327/14, a five-year strategicplan was built under theguidelines of ourDiretoria Executivaand involving all of our areas.  Its main purpose was to establish a clear connection between the sustainability actions and the business,allowing for the diligent management ofrisks and opportunities. Developments have delivered good results and, over the years, they have also helped us integrate market trends and needs. Audit partner rotation requirements Under Brazilian regulations, all financial institutions must: ·be audited by an independent accounting firm; and ·have the specialist in charge, officer, manager or audit team supervisor periodically replaced without the need to change the independent auditor firm itself. Rotation must take place after five fiscal years at most and replaced professionals may be reintegrated three years later. Terms of responsible specialists, officers, managers or audit team supervisors begin on the day the team begins work on the audit. Each independent accounting firm must immediately inform the Central Bank of any event that may materially adversely affect the relevant financial institution's status. In the case of insurance companies, pension plan entities, capitalization companies and reinsurers, the applicable standards determine the replacement of the independent auditor and the members responsible for the independent audit, every five fiscal years, whereby the independent accounting firm and the professionals replaced may only be reinstated after three years of their replacing. According to the applicable standards, the first mandatory replacement is expected to take place after the fiscal year ended December 31, 2019. In March 2002, an amendment to the Brazilian Corporate Law gave the members of our Board of Directors veto rights over the appointment or removal of our independent accounting firm. For additional information on the auditors of the consolidated financial statements included in this annual report see “Item 16.C. Principal Accountant Fees and Services.” Auditing requirements Because we are a financial institution and registered with the local stock exchange, we are obliged to have our financial statements audited every six months in accordance with BR GAAP, applicable to institutions authorized to operate by the Central Bank. Quarterly financial information filed with the CVM is subject to review by our independent auditors. Additionally, as required by CMN Resolution No. 3,786/09, we also are required to publish annual consolidated financial statements prepared in accordance with IFRS, accompanied by the independent auditors’ report. In January 2003, the CVM enacted regulations requiring audited entities to disclose information relating to their independent accounting firm's non-auditing services provided to the entity whenever such services accounted for more than 5.0% of the amount paid to the external auditors. The independent auditors must also declare to the audited company's management that their provision of these services does not affect the independence and objectivity required for external auditing services. In May 2004, the CMN enacted new auditing regulations applicable to all financial institutions based in Brazil; which were later revised. Under these regulations, we are required to appoint a member of our Management to be responsible for monitoring and supervising compliance with the accounting and auditing requirements set forth in the legislation. Pursuant to this regulation, financial institutions having Capital of more than R$1.0 billion, managing third party assets of at least R$1.0 billion or having an aggregate amount of third party deposits of over R$5.0 billion are also required to create an audit committee consisting of independent members. According


to the regulation, the number of members, their appointment and removal criteria, their term of office and their responsibilities must be specified in the institutions' bylaws. The Audit Committee is responsible for recommending to management which independent accounting firm to engage, reviewing the company's financial statements, including the notes thereto, and the auditors' opinion prior to public release, evaluating the effectiveness of the auditing services provided and internal compliance procedures, assessing management's compliance with the recommendations made by the independent accounting firm, among other matters. Our Bylaws were revised in December 2003 to stipulate the existence of an audit committee. In May 2004, our Board of Directors approved the internal regulations for the Audit Committee and appointed its first members. Our Audit Committee has been fully operational since July 2004. In October 2006, the CMN amended the Resolution No. 3,198/04, changing the minimum requirements to be observed by the financial institutions when electing members for the Audit Committee. In April 2014,theCMN changedcertainrulesrelated to audit committeesin order to improve the composition and operation ofsuch committees. These rules providedthat up to one third of its members may exercise another single consecutive term of office,grantingmore independence to the Audit Committees of privately-held institutions. See "Item 16.D. Exemptions from the listing standards for Audit Committees."  84Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Since July 2004, we are required to publish a semi-annual audit committee report together with our financial statements. Our Audit Committee's first report was issued together with our financial statements for the second half of 2004. In September 2009, the Central Bank issued rules setting criteria for auditors on the latter preparation of reports on the quality and compliance of the internal controls systems, and on non-compliance with legal and regulatory provisions. These norms, amended in January 2010, state that in addition to their regular auditing functions, auditors must assess the following items: (i) control environment; (ii) risk identification and assessment; (iii) controls adopted; (iv) information and communication policies; (v) forms of monitoring and improvement; and (vi) deficiencies identified. In July 2016, the Federal Accounting Council issued standards that compose the New Independent Auditor Report (“NRA”) and submit the audits of financial statements for the financial year ended December 31, 2016 to a new set of Brazilian and international standards, requiring a new format for the independent auditors report.  The new auditor's report introduces a section in the audit report called "Key Audit Matters" (“PAAs”), governed by NBC TA provision No. 701 and applicable to the entity whose shares, quotas or debt, are quoted or listed on a recognized stock exchange or are sold in accordance with the regulations of a recognized stock exchange or any corresponding body. The provision NBC TA No. 701 deals with the auditors' responsibility of communicating the key audit matters in their report on the financial statements. Under the new standards, to determine which issues should be treated as PAAs, the auditor should consider and indicate them in the report: (i) the areas assessed as being at a greater risk of distortion or the significant risks identified; (ii) the areas of significant judgment of the auditor related to areas of the financial statements that were also the subject of significant judgment by management, including the identified accounting estimates with a high level of uncertainty; and (iii) the effect on the audit with respect to facts or significant transactions that occurred during the course of the audited period.  The standard also provisions that a PAA should not be disclosed if applicable standards prohibit the public disclosure of the matter and if the negative consequences of such disclosure might outweigh the benefits of the communication to the public. Regulation of operations in other jurisdictions We have branches and subsidiaries in several other jurisdictions, such as New York, London, Buenos Aires, Tokyo, the Cayman Islands, Hong Kong, Mexico and Luxembourg. The Central Bank supervises Brazilian financial institutions' foreign branches, subsidiaries and corporate properties, and prior approval from the Central Bank is necessary to establish any new branch, subsidiary or representative office or to acquire or increase any interest in any company abroad. In any case, the subsidiaries activities’ should be complementary or related to our own principal activities. In most cases, we have had to obtain governmental approvals from local central banks and monetary authorities in foreign jurisdictions before commencing business. In each jurisdiction in which we operate, we are subject to supervision by local authorities. Asset management regulation Asset management is regulated by the CMN and the CVM. In August 2004, the CVM issuedInstructionNo. 409/04,which became effective in November 2004,


and has been amended a number of times since then, consolidating all previous regulationsapplicable to fixed-income asset funds and equity mutual funds. Prior to this ruling, fixed-income asset funds were regulated by the Central Bank, and equity mutual funds were regulated by the CVM.  85Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  In December 2014, the CVM enacted Instruction No. 555/14, which replaced Instruction No. 409/04, in order to improve electronic communications, rationalize the volume, content and manner of disclosing information, and to make investment limits less rigid for certain financial assets, particularly foreign financial assets. Additionally, Instruction No. 555/14 addresses the following issues: (i)the framework forsetting upfunds without the need for executingan adhesion contract and the checking of the adequacy for investment in the fund to the customer’s profile in connection with funds investing over 95.0% of its net equity in federal public debt bonds or equivalent risky securities; (ii) barring interest-bearing compensation that would jeopardize the independence of the fund management; (iii) providing more transparency to the distribution policy; (iv) improving performance fee regulation; and (v) providing safer rules for investments in foreign assets. Instruction No. 555/14 became effective in October 2015. Pursuant to CVM limits and our Bylaws, our investment funds must keep their assets invested in securities and types of trades available in the financial and capital markets. Securities, as well as other financial assets which are an integral part of the investment fund portfolio, should be duly registered in the registration system with a custodian or central depository, authorized by the Central Bank or the CVM to carry out such activities. In addition to the limitations specified in each financial investment fund's bylaws, they may not: ·invest more than 10.0% of their net assets in securities of a single issuer, if that issuer is: (i) a publicly-held institution; or (ii) another investment fund; ·invest more than 20.0% of their net assets in securities issued by the same financial institution authorized to operate by the Central Bank (including the fund administrator); and ·invest more than 5.0% of their net assets if the issuer is an individual or corporate entity that is not a publicly-held company or financial institution authorized to operate by the Central Bank. There are no limits when the issuer is the government. For the purposes of these limits, the same issuer means the parent company, companies directly or indirectly controlled by the parent and its affiliates, or companies under common control with the issuer. Under the previous regulation (Instruction No. 409/04), the qualified investor funds required a minimum investment of R$1 million per investor and were subject to concentration limitations per issuer or per type of asset as long as this is stated in their bylaws.Under the current regulation (Instruction No. 555/14), this privilege is eligible only for funds for professional investors. In addition, CVM Instruction No. 409/04 stated that funds could hold financial assets traded abroad in their portfolios as follows: (i) for foreign-debt funds and qualified investor funds that stipulated this possibility, there is no limit; (ii) for multimarket funds, up to 20.0% of net assets; and (iii) for other funds, up to 10.0% of net assets. Instruction No. 555/14 changed these limits to:(i)no limits, for funds classified as “Fixed Income – Foreign Debt,” funds exclusively intended for professional investors that include in their denomination the suffix “Foreign Investment,” and certain funds exclusively intended for qualified investors;(ii)up to 40.0% of its net equity for funds exclusively intended for qualified investors that do not follow certain provisions set forth in this Instruction; and(iii)up to 20.0% of its net equity for general public funds. Also in December 2014, the CVM established a new concept for qualified and professional investors. Companies and individuals are to be deemed professional investors if they hold financial investments above R$10.0 million, and are deemed to be qualified investors if they hold financial investments above R$1 million. These definitions became effective in October 2015. Regulation of brokers and dealers Broker and dealer firms are part of the SFN and are subject to CMN, Central Bank and CVM regulation and supervision. Brokerage and distribution firms must be authorized by the Central Bank and are the only institutions in Brazil authorized to trade on Brazil's stock exchanges and commodities and futures exchanges. Both brokers and dealers may act as underwriters for public placement of securities and engage in the brokerage of foreign currency in any exchange market. Brokers must observe B3 rules of conduct previously approved by the CVM, and must designate an executive officer responsible for observance of these rules. Broker and dealer firms may not:  86Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  ·with few exceptions, execute transactions that may be characterized as the granting loans to their customers, including the assignment of rights; ·collect commissions from their customers related to transactions of securities during the primary distribution; or ·acquire assets, including real estate properties, which are not for their own utilization; with certain exceptions. Broker and dealer firms' employees, managers, partners, controlling and controlled entities may trade securities on their own account only through the broker they are related to. Regulation of Internet brokerage services The CVM approved regulations on Internet brokerage activities, which may be carried out only by registered companies. Brokers' web pages must contain details of their systems, fees, security and procedures for executing orders. They must also contain information about how the market functions generally and the risks involved with each type of investment offered. Brokers that carry out transactions over the Internet must guarantee the security and operability of their systems, which must be audited at least twice a year. Leasing regulation The basic legal framework governing leasing transactions is established by Law No. 6,099/74, as amended (the "Leasing Law") and related regulations issued periodically by the CMN. The Leasing Law provides general guidelines for the incorporation of leasing companies and the business activities they may undertake. The CMN, as regulator of the Financial System, is responsible for issuing Leasing Law related regulations and overseeing transactions made by leasing companies. Laws and regulations issued by the Central Bank for financial institutions in general, such as reporting requirements, capital adequacy and leverage regulations asset composition limits and treatment of doubtful loans, are also applicable to leasing companies. Insurance regulation The Brazilian insurance business is regulated by Decree Law No. 73/66, as amended, which created two regulatory agencies, the CNSP and SUSEP. SUSEP is responsible for implementing and overseeing CNSP's policies and ensuring compliance with such policies by insurance companies, insurance brokers and insured individuals. Insurance companies require government approval to operate, as well as specific approval from SUSEP to offer each of their products. Insurance companies may underwrite policies only through qualified brokers. Insurance companies must set aside reserves in accordance with CNSP criteria. Investments covering these reserves must be diversified and meet certain liquidity criteria, rules for which were consolidated byCNSPResolution No. 321/15, amended by CNSP Resolution No. 343/16, solvency and security criteria. Insurance companies may invest a substantial portion of their assets in securities. As a result, insurance companies are major investors in the Brazilian financial markets and are subject to CMN rules and conditions for their investments and coverage of technical reserves. Insurance companies may not, among other activities: ·act as financial institutions by lending or providing guarantees; ·trade in securities (subject to exceptions); or ·invest outside of Brazil without specific permission from the authorities. Insurance companies must operate within certain retention limits approved by SUSEP pursuant to CNSP rules. These rules reflect the economic and financial situation of insurance companies and the conditions of their portfolios. Insurers must also meet certain capital requirements as provided by SUSEP regulations. Under Complementary Law No. 126/07, the ceding party, (local insurer or reinsurer) must offer local reinsurers preference when contracting reinsurance or retrocession to the extent of the following percentages of risks ceded: (i) 60.0% in the first three years as of January 2007; and (ii) 40.0% in subsequent years. Under SUSEP Resolution No. 225/10, insurance companies must have contracts with local reinsurers for at least 40.0% of ceded reinsurance in facultative or automatic contracts. The new rule will apply to existing automatic contracts upon renewal or as of March 2012, whichever is earlier.  87Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  The new law also places more severe restrictions on ceding risk to foreign reinsurance companies and contracting of insurance abroad. Insurance companies must reinsure amounts exceeding their retention limits. In 2013, CNSP issued Resolution No. 302/13 which regulates the minimum capital requirement and to solvency regularization plans for insurance companies, capitalization bond entities, open pension plan entities and local reinsurance companies.The main changes in such regulation were the following: ·consolidation of the correction plans and the plans of solvency recovery into a single plan, as the solvency regularization plan (PRS); ·establishment of a liquidity minimum ratio (20.0%) over the minimum capital requirement (“CMR”), so that the companies can promptly react to unexpected losses incurred by their capital; ·changes to the base capital for open pension plan entities constituted as business corporations; and ·exclusion of all references to solvency margin, once all risk portions were already established in the capital requirement rules. The CNSP Resolution No. 302/13 was revoked by CNSP Resolution No. 316/14, whichmaintained a large partof theprior rules. The main change was the definition of the capital installment amounts applicable to Supplementary Pension Plan Open Entities (“EAPC”), which are now applicable to insurance companies. In December 2014, the CNSP issued Resolution No. 317/14, addressing criteria for calculating risk capital based on the market risk of local insurance companies, supplementary pension plan open entities, capitalization companies and reinsurance companies. The CNSP Resolutions No. 316/14 and No. 317/14 were revoked by Resolution No. 321/15, which went into effect in August 2015, and began regulating technical provisions, assets which reduce the need for coverage of technical provisions, risk capital based on the underwriting, operating and market credit risks, adjusted net worth, criteria for investments, accounting standards, accounting audit and independent actuarial audit and Audit Committee relating to insurance companies, EAPC, capitalization companies and reinsurers. Insurance companies are exempt from ordinary financial liquidation procedures in case of bankruptcy, and instead follow the special procedure administered by SUSEP. Financial liquidation may be either voluntary or compulsory. As was already the case in relation to entities subject to CMN, SUSEPissuedrules in December 2008 with specific internal controls for preventing and fighting money laundering crimes. These rules include a series of provisions on notifying proposed transactions with politically exposed individuals and suppression of terrorist financing activities.These rules were amended and consolidated by Circular No. 445/12. There is currently no restriction on foreign investment in insurance companies. Health insurance Private health insurance and health plans are regulated by Law No. 9,656/98, as amended, which we refer to as the "Health Insurance Law," containing general provisions applicable to health insurance companies and the general terms and conditions of agreements entered into between health insurance companies and their customers. The ANS is responsible for regulating and supervising supplemental health services provided by health insurance companies pursuant to directives set forth by the Supplemental Health Council (Conselho de Saúde Suplementar). Until 2002, SUSEP had authority over insurance companies, which were authorized to offer private health plans. Since 2002, pursuant to ANS regulations and supervision, only operators of private health plans may offer such plans. We created Bradesco Saúde in 1999 to fulfill this requirement. Private pension plans Open pension plans are subject, for purposes of inspection and control, to the authority of the CNSP and the SUSEP, which are under the regulatory authority of the Ministry of Finance. The CMN, CVM and Central Bank may also issue regulations pertaining to private pension plans, particularly related to assets guaranteeing technical reserves. Private pension entities must set aside reserves and technical provisions as collateral for their liabilities.  88Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  EAPCs and insurance companies have been allowed to create, trade and operate investment funds with segregated assets since January 2006. Notwithstanding the above, certain provisions of Law No. 11,196/05 will only become effective when SUSEP and CVM issue regulatory texts.In September 2007, CVM issued Instruction No. 459/07, which addresses the set up, management, operation and disclosure of information on investment funds exclusively related to supplementary pension fund plans. In January 2013, the CMN determined new rules to govern the application of reserves, provisions and funds of insurance companies, capitalization companies and open supplementary pension fund entities. Taxes on our main transactions Taxes on financial transactions (“IOF”) on loan transactions IOF levied on loantransactions has as its taxable event the delivery of the obligation amount or value, or the event of making it available to the interested party. Rate applicable to loan and advances of any type, includingcredit opening is0.0041%per dayto legalentity borrowers and since January 2015, 0.0082% to orindividualborrowers. This IOF rate will be charged on principal available to borrowersregarding the loans and advances, but for cases in which the amount of principal is not predetermined, in addition to the IOF levied on principal, there will be additional IOF at the same rateleviedon interest and other charges, so that the calculation base will comprise the sum of daily outstanding debt balances calculated on the last day of each month. Since January 2008, besides IOF on the transactions mentioned above,loans and advances have been subject to IOF additional rate of 0.38% irrespective of the repayment period or whether the borrower is an individual or a legal entity. For legal entities, IOFratecalculation base is not the sum of outstanding debt balances, IOF shall not exceed1.8765% and for individuals, it will not exceed a 3.373% rate, which corresponds tothe result of applying the daily rate to each amount of principal stipulated for the transaction, multiplied by 365 days, plus an additional rate of 0.38% even if the loan is to be repaid by installment. IOF on loan transactions is levied on transactions between individuals and legal entities domiciled in Brazil, as well as on transactions whose creditor resides in Brazil, even if the debtor is located abroad. However, the IOF is not levied on loan transactions where the lender is located abroad and the borrower is in Brazil. IOF on insurance transactions IOF levied on insurance transactionshas as its taxable event the receipt of premium. Applicable rates are as follows: ·0.0% on: (i) reinsurance transactions; (ii) transactions related to mandatory insurance, linked to residential housing loans granted by an agent of the national housingsystem (SFH); (iii) insurance transactions for export credits and international merchandise transportation; (iv) aeronautical insurance and civil liability of airlines; (v) premiums intended to finance life insurance plans with survival coverage; and (vi) guarantee insurance; ·0.38% of premiums paid, in the case of life insurance and similar policies, for personal or workplace accidents, including mandatory insurance for personal injuries caused by vehicles or ships or cargo to persons transported or others; ·2.38% private health insurance business; and ·7.38% for all other insurance transactions. Income and social contribution taxes on income Federal taxes on company income include two components, income tax known as "IRPJ" and tax on net profits, known as "Social Contribution" or "CSLL." Income tax charges are calculated based on a rate of 15.0% plus a surcharge of 10.0% on taxable income exceeding R$240 thousand per year. Considering the above, the IRPJ is assessed at a combined rate of 25.0% of adjusted net income. Social contribution tax payable by financial institutions is calculated based on a rate of 20.0% from September 2015 through December 2018, and a rate of 15.0% as from January 2019. For further information on our income tax expense, see Note 17 to our consolidated financial statements in "Item 18. Financial Statements." Due to taxation on universal bases, companies based in Brazil are taxed based on their global income rather than income produced exclusively in Brazil. As a result, profits, capital gains and other income obtained abroad by Brazilian entities are computed in the determination of their taxable profits on an annual


basis.  89Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  With respect to affiliates, by the general rule of Law No. 12,973/14, affiliates abroad will have their dividends (and not the corporate profit) taxed at the time of effective distribution, nevertheless, with two exceptions: (i) cases in which they are domiciled in a tax haven; or (ii) that adopt a sub-taxation scheme, or in which they are treated as subsidiary. With regard to the rules applicable to the subsidiaries, the new discipline introduced by Law No. 12,973/14 foresees that the legal entities in Brazil with a stake in a subsidiary abroad must: (i) record in sub accounts the investment account, in proportion to the stake held, the share of the adjustment of the investment value equivalent to corporate profits (those calculated before local income tax), earned by the subsidiaries, directly and indirectly, in Brazil or abroad, concerning the calendar year in which they were calculated in the balance sheet; and (ii) compute these values in their calculation of actual income and from the calculation base of the Social Contribution. In June 2010, legislation in Brazil introduced thin capitalization rules, and limited deduction for interest paid or credited by a company based in Brazil to: (i) an addressee domiciled abroad, whether or not holding equity interest in the company paying; and (ii) an addressee resident, domiciled or incorporated in a tax haven or locality with a low or privileged tax regime. In cases where the creditor is a related party domiciled abroad and holds an equity interest in the company based in Brazil making a payment, debt may not exceed the equivalent to twice such shareholders' interest in the total equity of the company based in Brazil. In case of a related party with no shareholding interest, the limit will be equivalent to twice the total equity of the company resident in Brazil. If there is more than one creditor, total debt owed foreign companies may not exceed the equivalent of twice the total value of the interests of all the related parties in the equity of the company resident in Brazil. If the creditor is domiciled in a low tax jurisdiction the debt amount may not exceed 30.0% of the equity of the company based in Brazil. Any amounts exceeding the limits above such limit may not be deducted for purposes of withholding income and social contributions taxes. Also beginning in June 2010, tax deductions for any payment to a beneficiary resident or domiciled in a country considered a tax haven became subject to the following requirements in addition to others already stipulated in the legislation: (i) identification of the actual beneficiary of the person domiciled abroad; (ii) proof of the ability of the person located abroad to complete the transaction; and (iii) documented proof of payment of the respective price and of receipt of the assets, rights, or utilization of service. In November 2010, the Brazilian tax authorities issued a normative instruction altering the tax treatment applicable to variation in the monetary value of taxpayers' credit rights and obligations due to varying exchange rates. Under this new instrument, as of the 2011 calendar year, the election of tax regime for taxation of exchange-rate variations may only be exercised in January of each calendar year and may only be altered during the fiscal year if there is "material variation in the exchange rate," as published by a Finance Ministry Directive. PIS and Cofins Two federal taxes are imposed on the gross revenues of corporate entities: PIS and Cofins. Nonetheless, many revenues, such as: dividends, equity earnings from unconsolidated companies, revenues from the sale of non-current assets (investments, fixed assets and intangible assets)and, as a general rule, export revenues paid in foreign currency are not included in the calculation base for PIS and Cofins. Revenues earned by corporations domiciled in Brazil are subject to PIS and Cofins taxes corresponding to interest on equity. Brazilian legislation authorizes certain adjustments to the calculation base of those taxes depending on the business segment and on other aspects. Between 2002(PIS)and2003 (Cofins),the government implemented a non-cumulative collection system of PIS and Cofins taxes, allowing taxpayers to deduct from their calculation basis credits originating from certain transactions. In order to offset these credits, the rates of both PIS and Cofins were substantially increased. Subsequent to the changes made to PIS and Cofins, as of May 2004, both taxes are applicable on imports of goods and services when the taxpayer is the importing company domiciled in Brazil. Since August 2004, the PIS and Cofins rates due on financial revenues were of 0.0%, including those arising from operations carried out for purposes of hedge, earned by legal entities subject to the system of non-accrual of these contributions. In April 2015, Decree No. 8,426/15 establishes that from July 2015, the rates shall be reestablished to 0.65% and 4.0%, respectively, including with respect to the revenue arising from hedge operations. However, even before the production of the effects of Decree No. 8,426/15, the normative was changed with the promulgation of Decree No. 8,451/15, which reassured the maintenance of the zero rate for contributions to PIS and Cofins, specifically in relation to financial revenues arising from:


(i) monetary variation, depending on the exchange rate, of export operations of goods and services, as well as obligations incurred by the legal entity, including loans and financing; and (ii) of hedge operations carried out on the stock exchange, of commodities and of futures, or in the organized OTC market.  90Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Certain economic activities are expressly excluded from the procedures of the non-accrual collection of the PIS and Cofins. This is the case of financial institutions, which shall remain subject to PIS and Cofins by the "accrued" procedures, which does not permit the discount of any credits, as provided by Article 10, paragraph I, of Law No. 10,833/03. In spite of this impossibility of accrual of credits, the legislation in force enables the exclusion of certain expenditure in the calculation by such entities of the bases of calculation of the PIS and Cofins (as is the case, for example, of the expenses incurred by the banks in financial mediation operations and expenditure on severance payments corresponding to accidents occurring in the case of private insurance companies). In such cases, the income received by the financial institutions is subject to Contribution to the PIS and Cofins at the rates of 0.65% and 4.0%, respectively. In July 2010, the Brazilian tax authorities introduced digital tax records for PIS and Cofins taxes. Under the new rule, financial and similar institutions must keep digital records for PIS and Cofins taxes relating to taxable events occurring as of January 2012. Foreign Account Tax Compliance Act (FATCA) We continue to conduct the activities necessary to comply with FATCA requirements, including registering the group’s companies and subsidiaries inside and outside Brazil, and continuously reviewing and updating the information for purposes of FACTA at the US Internal Revenue Service (IRS). Brazil and other countries, in which we have business units, have signed intergovernmental agreements with the US on the implementation of FATCA, and have adopted rules and regulations that govern the information to be shared. The processes involving clients (onboarding, due diligence, and reporting) are being carried out by all of our companies that have obligations with FATCA, in accordance with the standards of the countries in which we have business units.   91Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  Selected Statistical Information Selected statistical data shown in this section as of and for the years ended December 31,2016, 2015 and2014 is derived from our audited consolidated financial statements prepared in accordance with IFRS, included elsewhere in this annual report, except for average balances, whose calculation methods are shown below. The data for the years ended December 31, 2013 and 2012, is derived from our audited consolidated financial statements prepared in accordance with IFRS which are not included herein. We have included the following information for analytical purposes. You should read this information (for the years ended December 31,2016,2015 and2014) in conjunction with "Item 5. Operating and Financial Review and Prospects" and our consolidated financial statements in "Item 18. Financial Statements."    92Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Average balance sheet and interest rate data The following tables present the average balances of our interest-earning assets and interest-bearing liabilities, other assets and liabilities accounts, the related interest income and expense or similar amounts and the average real yield/rate for each period. We calculated the average balances using the month-end book balances, which include the related allocated interest. We do not show interest income on a tax-equivalent basis, as Brazilian tax law does not currently provide for tax exemptions for interest earned on investment securities. Interest-earning and non-interest earning assets For the year ended December 31,

   R$ in thousands, except %2016

   2015

   2014Average balance

   Interest and similar income

   Average rate

   Average balance

   Interest and similar income

   Average rate

   Average balance

   Interest and similar income

   Average rateInterest‐earning assetsFinancial assets held for trading

   180,250,789

   23,576,526

   13.1%

   108,737,397

   13,982,927

   12.9%

   83,791,866

   9,357,339

   11.2%Financial assets available for sale

   122,649,627

   11,572,618

   9.4%

   95,434,117

   11,629,493

   12.2%

   84,494,315

   9,537,105

   11.3%Investments held to maturity

   41,834,019

   6,514,933

   15.6%

   32,732,694

   5,253,616

   16.1%

   24,024,810

   2,870,674

   11.9%Financial assets pledged as collateral

   150,544,635

   21,739,202

   14.4%

   148,107,052

   20,270,191

   13.7%

   130,319,525

   13,953,796

   10.7%Loans and advances to banks

   67,961,405

   8,689,348

   12.8%

   63,314,643

   8,349,194

   13.2%

   76,830,557

   8,709,828

   11.3%Loans and advances to customers

   373,112,857

   69,874,022

   18.7%

   337,673,348

   62,916,514

   18.6%

   317,455,318

   55,140,405

   17.4%Central Bank compulsory deposits

   55,847,576

   5,667,516

   10.1%

   43,933,707

   4,587,412

   10.4%

   47,038,434

   4,277,351

   9.1%Other interest‐earning assets

   722,571

   66,210

   9.2%

   640,098

   58,905

   9.2%

   605,011

   46,598

   7.7%Total interest‐earning assets

   992,923,479

   147,700,375

   14.9%

   830,573,056

   127,048,252

   15.3%

   764,559,836

   103,893,096

   13.6%Non‐interest‐earning assetsCash and balances with banks

   19,121,670

   -

   -

   12,896,943

   -

   -

   11,795,512

   -

   -Central Bank compulsory deposits

   5,967,948

   -

   -

   4,881,039

   -

   -

   6,203,757

   -

   -Financial assets available for sale (shares)

   10,528,712

   -

   -

   4,664,733

   -

   -

   5,403,709

   -

   -Non‐performing loans and advances to customers (1)

   21,033,366

   -

   -

   13,960,817

   -

   -

   13,733,170

   -

   -Impairment of loans and advances

   (24,802,018)

   -

   -

   (24,716,311)

   -

   -

   (21,602,532)

   -

   -Investments in associates and joint ventures

   6,416,824

   -

   -

   4,318,847

   -

   -

   3,519,890

   -

   -Property and equipment, net of accumulated depreciation

   6,722,918

   -

   -

   4,763,516

   -

   -

   4,441,468

   -

   -Intangible assets and goodwill, net of accumulated amortization

   11,569,568

   -

   -

   7,848,705

   -

   -

   7,872,367

   -

   -Current and deferred income tax

   56,987,580

   -

   -

   46,630,519

   -

   -

   35,008,119

   -

   -Other non‐interest‐earning assets

   73,931,728

   -

   -

   52,087,514

   -

   -

   41,402,123

   -

   -Total non‐interest‐earning assets

   187,478,296

   -

   -

   127,336,322

   -

   -

   107,777,583

   -

   -*

   *

   *

   *

   *

   *

   *

   *

   *

   *Total assets

   1,180,401,775

   147,700,375

   12.5%

   957,909,378

   127,048,252

   13.3%

   872,337,419

   103,893,096

   11.9%(1)Overdue by more than 60 days.
     93Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  Interest-bearing and non-interest-bearing liabilities For the year ended December 31,

   R$ in thousands, except %2016

   2015

   2014Average balance

   Interest and similar expense

   Average rate

   Average balance

   Interest and similar expense

   Average rate

   Average balance

   Interest and similar expense

   Average rateInterest‐bearing liabilitiesInterbank deposits

   1,205,451

   127,617

   10.6%

   621,904

   74,814

   12.0%

   695,132

   86,232

   12.4%Savings deposits

   93,598,769

   6,712,509

   7.2%

   91,075,494

   6,450,258

   7.1%

   84,921,694

   5,440,263

   6.4%Time deposits

   111,471,035

   8,746,203

   7.8%

   83,978,162

   5,942,386

   7.1%

   91,990,788

   6,441,317

   7.0%Funding in the open market

   232,718,923

   26,767,039

   11.5%

   211,686,661

   23,509,785

   11.1%

   192,967,597

   19,161,452

   9.9%Borrowings and onlendings

   65,927,057

   3,865,411

   5.9%

   64,029,996

   3,092,184

   4.8%

   56,123,972

   1,821,103

   3.2%Funds from securities issued

   151,629,726

   17,124,502

   11.3%

   97,739,942

   11,570,606

   11.8%

   69,849,843

   6,689,844

   9.6%Subordinated debt

   52,348,349

   6,298,555

   12.0%

   38,601,843

   4,669,830

   12.1%

   35,826,626

   3,787,060

   10.6%Insurance technical provisions and pension plans

   198,174,725

   21,395,550

   10.8%

   156,922,463

   16,102,347

   10.3%

   136,308,516

   10,420,058

   7.6%Total interest-bearing liabilities

   907,074,035

   91,037,386

   10.0%

   744,656,465

   71,412,210

   9.6%

   668,684,168

   53,847,329

   8.1%*Non-interest-bearing liabilitiesDemand deposits

   32,645,961

   -

   -

   26,969,963

   -

   -

   35,138,920

   -

   -Other non‐interest‐bearing liabilities

   143,993,002

   -

   -

   99,995,194

   -

   -

   91,429,077

   -

   -Total non‐interest‐bearing liabilities

   176,638,963

   -

   -

   126,965,157

   -

   -

   126,567,997

   -

   -*

   *

   *

   *

   *

   *

   *

   *

   *

   *Total liabilities

   1,083,712,998

   91,037,386

   8.4%

   871,621,622

   71,412,210

   8.2%

   795,252,165

   53,847,329

   6.8%*

   *

   *

   *

   *

   *

   *

   *

   *

   *Equity attributable to controlling shareholders

   96,263,256

   -

   -

   85,887,584

   -

   -

   76,574,415

   -

   -Non-controlling interest

   425,521

   -

   -

   400,172

   -

   -

   510,839

   -

   -Total liabilities and equity

   1,180,401,775

   91,037,386

   7.7%

   957,909,378

   71,412,210

   7.5%

   872,337,419

   53,847,329

   6.2%
    94Form 20-F – December 2016


Table of Contents  4.B. Business OverviewForm 20-F  Changes in interest and similar income and expenses – volume and rate analysis The following table shows the effects of changes in our interest income and expense arising from changes in average volumes and average yield/rates for the periods presented. We calculated the changes in volume and interest rate based on the analysis of average balances during the period and changes in average interest rates on interest-earning assets and interest-bearing liabilities. We allocated the net change from the combined effects of volume and rate proportionately to the average volume and rate, in absolute terms, without considering positive and negative effects: For the year ended December 31,

   R$ in thousands2016/2015

   2015/2014Increase/(decrease) due to changes inAveragevolume

   Averageyield/rate

   Net change

   Averagevolume

   Averageyield/rate

   Net changeInterest‐earning assetsFinancial assets held for trading

   9,349,835

   243,764

   9,593,599

   3,065,477

   1,560,111

   4,625,588Financial assets available for sale

   2,898,616

   (2,955,491)

   (56,875)

   1,295,680

   796,708

   2,092,388Investments held to maturity

   1,421,564

   (160,247)

   1,261,317

   1,223,916

   1,159,026

   2,382,942Financial assets pledged as collateral

   337,840

   1,131,171

   1,469,011

   2,078,973

   4,237,422

   6,316,395Loans and advances to banks

   599,583

   (259,429)

   340,154

   (1,661,949)

   1,301,315

   (360,634)Loans and advances to customers

   6,635,310

   322,198

   6,957,508

   3,630,993

   4,145,116

   7,776,109Central Bank compulsory deposits

   1,212,325

   (132,221)

   1,080,104

   (295,217)

   605,278

   310,061Other interest‐earning assets

   7,558

   (253)

   7,305

   2,823

   9,484

   12,307Total interest‐earning assets

   22,462,631

   (1,810,508)

   20,652,123

   9,340,696

   13,814,460

   23,155,156*Interest‐bearing liabilitiesInterbank deposits

   62,733

   (9,930)

   52,803

   (8,871)

   (2,547)

   (11,418)Savings deposits

   180,254

   81,997

   262,251

   411,163

   598,832

   1,009,995Time deposits

   2,104,319

   699,498

   2,803,817

   (566,341)

   67,410

   (498,931)Funding in the open market

   2,397,114

   860,140

   3,257,254

   1,957,905

   2,390,428

   4,348,333Borrowings and onlendings

   93,999

   679,228

   773,227

   284,580

   986,501

   1,271,081Funds from securities issued

   6,108,709

   (554,813)

   5,553,896

   3,067,421

   1,813,341

   4,880,762Subordinated debt

   1,654,115

   (25,390)

   1,628,725

   308,147

   574,623

   882,770Insurance technical provisions and pension plans

   4,417,198

   876,005

   5,293,203

   1,741,117

   3,941,172

   5,682,289Total interest‐bearing liabilities

   17,018,441

   2,606,735

   19,625,176

   7,195,121

   10,369,760

   17,564,881
  Net interest margin and spread The following table shows the average balance of our interest-earning assets, interest-bearing liabilities, and net interest and similar income, and compares net interest margin with net interest spread for the periods indicated: For the year ended December 31,

   R$ in thousands, except %2016

   2015

   2014Average balance of interest‐earning assets

   992,923,479

   830,573,056

   764,559,836Average balance of interest‐bearing liabilities

   907,074,035

   744,656,465

   668,684,168Net interest income (1)

   56,662,989

   55,636,042

   50,045,767*Interest rate on the average balance of interest‐earning assets

   14.9%

   15.3%

   13.6%Interest rate on the average balance of interest‐bearing liabilities

   10.0%

   9.6%

   8.1%Net yield on interest‐earning assets (2)

   4.9%

   5.7%

   5.5%*Net interest margin (3)

   5.7%

   6.7%

   6.5%(1)Total interest income less total interest expenses;(2)Difference between the yield on the rates of the average interest earning assets and the rate of the average interest bearing liabilities; and(3)Net interest income divided by average interest earning assets.
  Return on equity and assets The following table shows selected financial indices for the periods indicated:  95Bradesco


Table of Contents  4.B. Business OverviewForm 20-F  For the year ended December 31,

   R$ in thousands, except % and per share information2016

   2015

   2014Net income attributable to controlling shareholders

   17,894,249

   18,132,906

   15,314,943Average total assets

   1,180,401,775

   957,909,378

   872,337,419Average equity attributable to controlling shareholders

   96,263,256

   85,887,584

   76,574,415Net income attributable to controlling shareholders as a percentage of average total assets

   1.5%

   1.9%

   1.8%Net income attributable to controlling shareholders as a percentage of average equity attributable to controlling shareholders

   18.6%

   21.1%

   20.0%Dividends payout ratio to net income (1)

   41.4%

   32.2%

   31.5%(1)Dividends and Interest on Equity (net of taxes) divided by net income, discounting legal reserves, according to BR GAAP.
  Financial assets held for trading, available for sale, investments held to maturity and financial assets pledged as collateral The following table shows, as of the dates indicated, the breakdown of our financial assets held for trading, available for sale at fair value and our investments held to maturity at amortized cost. For more information on the treatment of our financial assets held for trading, available for saleand investments held to maturityseeNotes 20, 21, 22 and 23 to our consolidated financial statements included in"Item 18. Financial Statements": December 31,

   R$ in thousands, except %2016

   2015

   2014Financial assets held for tradingBrazilian government securities

   161,103,399

   93,833,116

   35,014,906Bank debt securities

   18,600,127

   15,322,751

   15,905,309Derivative financial instruments

   16,755,442

   18,870,917

   4,421,457Corporate debt and marketable equity securities

   10,383,682

   7,674,357

   10,332,717Mutual funds

   4,303,781

   21,711,385

   12,336,964Brazilian sovereign bonds

   1,358,025

   1,426,416

   418,561Foreign government securities

   635,390

   784,507

   68,397Total financial assets held for trading

   213,139,846

   159,623,449

   78,498,311Financial assets held for trading as a percentage of total assets

   17.9%

   15.5%

   8.4%*Financial assets available for saleBrazilian government securities

   59,198,028

   66,215,852

   70,149,037Corporate debt securities

   42,142,708

   35,761,813

   41,366,773Marketable equity securities

   9,817,561

   9,323,746

   5,829,244Bank debt securities

   1,559,043

   4,643,044

   3,354,779Brazilian sovereign bonds

   401,214

   4,791

   261,901Foreign government securities

   -

   1,746,204

   -Total financial assets available for sale

   113,118,554

   117,695,450

   120,961,734Financial assets available for sale as a percentage of total assets

   9.5%

   11.5%

   13.0%*Investments held to maturityBrazilian government securities

   30,241,947

   27,405,022

   25,032,157Corporate debt securities

   12,739,187

   12,557,446

   -Brazilian sovereign bonds

   20,894

   41,092

   38,874Total investments held to maturity

   43,002,028

   40,003,560

   25,071,031Investments held to maturity as a percentage of total assets

   3.6%

   3.9%

   2.7%
   96Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  The following table shows our financial assets pledged as collateral as of the dates indicated. For additional information about our financial assets pledged as collateral, see Note 23 to our consolidated financial statements included in "Item 18. Financial Statements": December 31,

   R$ in thousands, except %2016

   2015

   2014Financial assets held for tradingBrazilian government securities

   6,282,141

   291,498

   1,257,413Total of financial assets held for trading

   6,282,141

   291,498

   1,257,413Financial assets held for trading as a percentage of total assets

   0.5%

   0.0%

   0.1%Financial assets available for saleBrazilian government securities

   55,530,423

   28,866,615

   7,095,516Corporate debt securities

   3,899,878

   2,488,929

   3,661,955Bank debt securities

   4,742,273

   1,817,967

   3,858,993Brazilian sovereign bondsTotal of financial assets available for sale

   64,275,415

   33,173,511

   14,616,464Financial assets available for sale as a percentage of total assets

   5.4%

   3.2%

   1.6%Investments held to maturityBrazilian sovereign bonds

   431

   -

   -Total of investments held to maturity

   431

   -

   -Investments held to maturity as a percentage of total assets

   -

   -

   -*

   *

   *

   *Loans and advances to banksInterbank investments

   84,728,590

   111,024,912

   136,738,812Total of loans and advances to banks

   84,728,590

   111,024,912

   136,738,812Loans and advances to banks as a percentage of total assets

   7.1%

   10.8%

   14.7%Total financial assets pledged as collateral

   155,286,577

   144,489,921

   152,612,689Financial assets pledged as collateral as a % of total assets

   13.0%

   14.1%

   16.4%
    97Bradesco


---



Table of Contents  4.B. Business OverviewForm 20-F  Maturity distribution The following table shows maturity dates and weighted average yield as of December 31, 2016, for our financial assets held for trading, financial assets available for sale and investments held to maturity: December 31, 2016

   R$ in thousands, except %Due in 1 year or less

   Due after 1 year up to 5 years

   Due after 5 years up to 10 years

   Due after 10 years

   No stated maturity

   TotalBalance

   Average yield

   Balance

   Average yield

   Balance

   Average yield

   Balance

   Average yield

   Balance

   Average yield

   Balance

   Average yieldFinancial assets held for tradingBrazilian government securities

   2,407,834

   13.7%

   124,684,720

   13.5%

   27,639,598

   13.1%

   6,371,247

   13.9%

   -

   -

   161,103,399

   13.5%Corporate debt and marketable equity securities (1)

   1,112,960

   13.3%

   4,088,058

   13.4%

   1,616,673

   12.9%

   159,548

   8.1%

   3,406,443

   -

   10,383,682

   13.2%Bank debt securities

   13,222,387

   11.4%

   5,351,339

   11.3%

   26,401

   9.8%

   -

   -

   -

   -

   18,600,127

   11.4%Mutual funds (2)

   -

   -

   -

   -

   -

   -

   -

   -

   4,303,781

   -

   4,303,781

   -Derivative financial instruments

   16,642,530

   -

   112,912

   -

   -

   -

   -

   -

   -

   -

   16,755,442

   -Foreign government securities

   309,935

   12.0%

   325,455

   12.0%

   -

   -

   -

   -

   -

   -

   635,390

   12.0%Brazilian sovereign bonds

   1,307,265

   6.0%

   27,171

   8.4%

   17,026

   12.5%

   6,563

   10.3%

   -

   -

   1,358,025

   9.5%Total financial assets held for trading

   35,002,911

   -

   134,589,655

   -

   29,299,698

   -

   6,537,358

   -

   7,710,224

   -

   213,139,846

   -Financial assets available for saleBrazilian government securities

   8,938,378

   13.9%

   30,520,554

   13.3%

   8,277,638

   12.3%

   11,461,458

   12.4%

   -

   -

   59,198,028

   13.0%Brazilian sovereign bonds

   -

   -

   401,214

   5.9%

   -

   -

   -

   -

   -

   -

   401,214

   5.9%Corporate debt securities

   2,899,560

   13.7%

   28,549,107

   11.6%

   10,008,225

   9.1%

   685,816

   10.2%

   -

   -

   42,142,708

   11.3%Bank debt securities

   67,934

   10.9%

   780,800

   7.3%

   709,107

   4.6%

   1,202

   5.4%

   -

   -

   1,559,043

   7.3%Marketable equity securities (2)

   -

   -

   -

   -

   -

   -

   -

   -

   9,817,561

   -

   9,817,561

   -Foreign government securities

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -Total financial assets available for sale

   11,905,872

   -

   60,251,675

   -

   18,994,970

   -

   12,148,476

   -

   9,817,561

   -

   113,118,554

   -Investments held to maturityBrazilian government securities

   -

   -

   11,697,512

   15.4%

   987,441

   14.2%

   17,556,994

   15.4%

   -

   -

   30,241,947

   15.0%Brazilian sovereign bonds

   -

   -

   20,894

   8.0%

   -

   -

   -

   -

   -

   -

   20,894

   8.0%Floating rate – bills of exchange

   -

   -

   1,214,034

   9.9%

   2,081,539

   9.7%

   9,443,614

   9.3%

   -

   -

   12,739,187

   9.5%Total investments held to maturity

   -

   -

   12,932,440

   -

   3,068,980

   -

   27,000,608

   -

   -

   -

   43,002,028

   -Overall Total

   46,908,783

   -

   207,773,770

   -

   51,363,648

   -

   45,686,442

   -

   17,527,785

   -

   369,260,428

   -(1)For no stated maturity, it mainly corresponds to marketable equity securities; and(2)Investments in these assets are redeemable at any time in accordance with our liquidity needs. Average yield is not stated, as future yields are not quantifiable.
   98Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  The following table shows maturity dates and weighted average yield as of December 31, 2016, for our financial assets pledged as collateral: December 31, 2016

   R$ in thousands, except %Due in 1 year or less

   Due after 1 year to 5 years

   Due after 5 years to 10 years

   Due after 10 years

   TotalBalance

   Average yield

   Balance

   Average yield

   Balance

   Average yield

   Balance

   Average yield

   Balance

   Average yieldFinancial assets held for tradingBrazilian government securities

   450,871

   14.2%

   3,969,112

   13.4%

   1,671,155

   13.7%

   191,003

   14.5%

   6,282,141

   14.0%Total of financial assets held for trading

   450,871

   -

   3,969,112

   -

   1,671,155

   -

   191,003

   -

   6,282,141

   -Financial assets available for saleBrazilian government securities

   3,767,151

   13.6%

   39,236,721

   13.2%

   12,239,662

   14.0%

   286,889

   14.8%

   55,530,423

   13.9%Corporate debt securities

   -

   -

   2,504,662

   10.5%

   1,395,216

   9.5%

   -

   -

   3,899,878

   10.4%Brazilian sovereign bonds

   -

   -

   102,841

   4.9%

   -

   -

   -

   -

   102,841

   4.9%Bank debt securities

   -

   -

   2,939,297

   5.4%

   1,802,976

   4.6%

   -

   -

   4,742,273

   5.1%Total of financial assets available for sale

   3,767,151

   -

   44,783,521

   -

   15,437,854

   -

   286,889

   -

   64,275,415

   -Investment held to maturityBrazilian government securities

   -

   -

   431

   13.8%

   -

   -

   -

   -

   431

   13.8%Total investment held to maturity

   -

   -

   431

   13.8%

   -

   -

   -

   -

   431

   13.8%Loans and advances to banksInterbank investments

   84,728,590

   13.8%

   -

   -

   -

   -

   -

   -

   84,728,590

   13.8%Total of loans and advances to banks

   84,728,590

   13.8%

   -

   -

   -

   -

   -

   -

   84,728,590

   13.8%Overall Total

   88,946,612

   -

   48,753,064

   -

   17,109,009

   -

   477,892

   -

   155,286,577

   -
    99Bradesco


---



Table of Contents  4.B. Business OverviewForm 20-F  The following table shows ourfinancial assets held for trading, financial assets available for sale and investments held to maturityby currency as of the dates indicated: R$ in thousandsAt fair value

   Amortized cost

   TotalFinancial assets held for trading

   Financial assets available for sale

   Investments held to maturityDecember 31, 2016Denominated inreais

   210,043,774

   110,274,881

   42,981,134

   363,299,789Denominated in foreign currency (1)

   3,096,072

   2,843,673

   20,894

   5,960,639December 31, 2015Denominated inreais

   155,144,937

   110,208,119

   39,962,468

   305,315,524Denominated in foreign currency (1)

   4,478,512

   7,487,331

   41,092

   12,006,935December 31, 2014Denominated inreais

   76,459,925

   117,176,241

   25,032,157

   218,668,323Denominated in foreign currency (1)

   2,038,386

   3,785,493

   38,874

   5,862,753(1)Predominantly U.S. dollars.
  The following table shows our financial assets pledged as collateral by currency as of the dates indicated: R$ in thousandsAt fair value

   Amortized cost

   TotalFinancial assets held for trading

   Financial assets available for sale

   Loans and advances to banks

   Investments held to maturityDecember 31, 2016Denominated inreais

   6,282,141

   55,530,423

   84,728,590

   431

   146,541,585Denominated in foreign currency (1)

   -

   8,744,992

   -

   -

   8,744,992December 31, 2015Denominated inreais

   291,498

   28,866,614

   111,024,912

   -

   140,183,024Denominated in foreign currency (1)

   -

   4,306,897

   -

   -

   4,306,897December 31, 2014Denominated inreais

   1,257,413

   7,095,516

   136,738,812

   -

   145,091,741Denominated in foreign currency (1)

   -

   7,520,948

   -

   -

   7,520,948(1)Predominantly U.S. dollars.
  Loans and advances to customers The following tables summarize our outstanding loans and advances to customers by category of transaction. Substantially all of our loans and advances to customers are to borrowers domiciled in Brazil and are denominated in reais. The majority of our loans and advances are denominated in reais and indexed to fixed or variable interest rates. A smaller portion of them are denominated in, or indexed to, the U.S. dollar and subject to interest rates: December 31,

   R$ in thousands2016

   2015

   2014

   2013

   2012Type of loans and advances to customersWorking capital

   60,390,890

   65,501,431

   62,155,974

   59,180,627

   53,298,176Personal credit (1)

   56,255,740

   49,681,429

   45,807,489

   41,922,683

   32,240,786BNDES/Finame onlendings

   35,816,560

   38,158,108

   42,168,754

   40,543,267

   35,703,861Vehicles - Direct Consumer Financing (CDC)

   23,699,948

   26,484,476

   30,354,903

   32,209,642

   33,820,338Housing loans

   60,458,038

   48,114,515

   40,103,169

   27,870,462

   22,302,967Export financing

   41,983,307

   38,180,619

   26,141,531

   25,662,214

   22,665,551Credit cards

   37,407,733

   30,943,428

   28,072,447

   25,473,079

   22,367,978Rural loans

   14,422,799

   13,710,274

   17,057,992

   13,651,917

   11,580,061Guaranteed account

   8,583,285

   9,831,248

   10,500,353

   10,422,370

   9,800,968Import financing

   7,140,346

   11,026,017

   9,195,381

   8,598,811

   6,580,312Leasing

   2,738,611

   3,072,777

   4,319,148

   5,713,481

   8,035,454Insurance premiums receivable

   5,517,932

   4,757,182

   4,257,787

   3,717,227

   2,893,506Overdraft facilities

   4,209,637

   3,904,890

   3,665,539

   3,312,666

   2,988,632Others

   33,459,047

   26,957,274

   25,396,213

   25,701,122

   24,657,024Total portfolio

   392,083,873

   370,323,668

   349,196,681

   323,979,568

   288,935,614Impairment of loans and advances

   (24,780,839)

   (25,455,204)

   (21,132,677)

   (19,858,234)

   (19,914,294)Net loans and advances to customers

   367,303,034

   344,868,464

   328,064,004

   304,121,334

   269,021,320(1) Including payroll-dedcutible loans.
  The main types of loans and advances presented are as follows:  100Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  ·working capital– this line of credit is used to meet company cash requirements, finance operational cycle and honor commitments such as purchases of raw materials, goods, and other items; ·personal credit– this credit is for individuals, with the objective of financing personal needs or the purchase of consumer goods; ·BNDES/FINAME onlendings– BNDES financing programs are intended for financing the implementation, expansion and modernization of production activities and infrastructure. FINAME operations consist of financing of machinery and equipment manufactured in Brazil; ·vehicles - CDC– this line of credit is directly linked to financing of light and heavy vehicles and motorcycles, new or used, domestic or imported; ·housing loans– these loans are used to acquire real estate that are usually long-term and mortgage loans to construction companies; ·export financing–these areadvances on exchange contracts to customers exporting goods or services, individuals and companies, exporting through exchange contracts that are normally short- and medium-term loans, onlending of funds from BNDES-EXIM, export credit notes and bonds, pre-payment for export and operations structured by our units abroad; ·credit card– this credit line is based on previously approved limits for acquisition of goods or services; ·rural credit–this line of credit is for farmers and agricultural cooperatives, funds to cover current costs, investment and marketing of agricultural products; ·guaranteed account–this is a revolving credit line to be used by companies to meet their emergency financial needs; ·import financing–this is a foreign currency financing/refinancing line intended for paying for the acquisition of goods and services made abroad; and ·leasing– leasing contracts consist primarily of leases of equipment and automobiles to both corporate and individual borrowers. Impairment of loans and advances Impairment of loans and advances represent our estimates of incurred losses in our portfolio of loans and advances. The assessment of this estimate is based on frequent revisions of individual loans and loans collectively assessed for impairment. For further information onthe methodology of calculating theimpairment of loans and advances, see Note 3.1 to our consolidated financial statements in "Item 18. Financial Statements." Charge-offs on loans and advances to customers Loans and advancesare charged-off against the impairment when the loan is considered uncollectible or is considered permanently impaired.Loans and advancesare charged off usually when they are between 180 and 360 days overdue. However, longer-term loans and advances, that have original terms greater than 36 months, are charged off when they are between 360 and 540 days overdue. We generally classify overdue loans as non-performing loans before charging them off.Impairment of loans and advances related to any loans remains on our books until the loan is charged-off. For more information on our categorization of loans, see "Regulation and Supervision – Bank regulations – Treatment of loans and advances."  Indexation The majority of our portfolio of loans and advances is denominated inreais. However, a portion of our portfolio of loans and advances is indexed or denominated in foreign currencies, predominantly the U.S. dollar. Our loans and advances indexed to and denominated in foreign currency consist primarily of onlending of Eurobonds and export and import financing, and represented 10.3% in 2016, 13.6% in2015 and 10.6% in2014of our portfolio of loans and advances. In many cases our customers hold derivative instruments to minimize exchange rate variation risk.  101Bradesco


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Table of Contents  4.B. Business OverviewForm 20-F  Maturities and interest rates of loans and advances to customers The following tables show the distribution of maturities of our loans and advancesto customersby type, as well as the composition of our loans and advancesto customers’portfolio by interest rate and maturity, as of the dates indicated: As of December 31, 2016

   R$ in thousandsDue within 30 days or less

   Due in 31 to 90 days

   Due in 91 to 180 days

   Due in 181 to 360 days

   Due in 1 to 3 years

   Due after 3 years

   No stated maturity(1)

   Total loans and advances, gross

   Impairment of loans and advances

   TotalType of loans and advances to customersWorking capital

   3,729,346

   3,624,817

   3,885,345

   10,752,989

   11,139,767

   23,315,822

   3,942,804

   60,390,890

   (2,828,062)

   57,562,828Personal credit

   3,081,658

   3,481,166

   2,217,589

   6,799,054

   10,211,768

   27,199,395

   3,265,110

   56,255,740

   (3,292,568)

   52,963,172BNDES/Finame onlendings

   963,354

   959,984

   938,668

   2,757,525

   5,430,111

   24,742,044

   24,874

   35,816,560

   (481,655)

   35,334,905Vehicles - Direct Consumer Financing (CDC)

   1,378,821

   1,357,120

   1,203,230

   3,295,340

   5,246,286

   9,641,131

   1,578,020

   23,699,948

   (1,575,102)

   22,124,846Housing loans

   438,786

   750,433

   586,579

   1,471,454

   3,075,958

   52,744,529

   1,390,299

   60,458,038

   (839,003)

   59,619,035Export financing

   2,262,383

   2,919,153

   3,285,571

   6,459,682

   7,999,799

   18,319,296

   737,423

   41,983,307

   (675,791)

   41,307,516Credit cards

   -

   -

   -

   -

   -

   -

   37,407,733

   37,407,733

   (4,738,899)

   32,668,834Rural loans

   395,963

   597,891

   612,541

   1,845,998

   6,631,621

   3,983,296

   355,489

   14,422,799

   (451,160)

   13,971,639Guaranteed account

   2,176,959

   2,432,748

   2,198,534

   1,137,674

   227,013

   4,982

   405,375

   8,583,285

   (296,443)

   8,286,842Import financing

   1,287,387

   771,719

   1,097,744

   2,444,510

   722,640

   771,357

   44,989

   7,140,346

   (196,166)

   6,944,180Leasing

   120,295

   160,279

   135,613

   372,623

   570,928

   1,271,188

   107,685

   2,738,611

   (140,801)

   2,597,810Insurance premiums receivable

   5,370,299

   -

   -

   -

   -

   147,633

   -

   5,517,932

   (398,771)

   5,119,161Overdraft facilities

   778,940

   852,378

   505,948

   265,658

   384,733

   44,114

   1,377,866

   4,209,637

   (471,521)

   3,738,116Others

   6,941,108

   3,285,921

   2,008,100

   2,877,380

   2,569,584

   8,120,531

   7,656,423

   33,459,047

   (8,394,897)

   25,064,150Total loans and advances to customers

   28,925,299

   21,193,609

   18,675,462

   40,479,887

   54,210,208

   170,305,318

   58,294,090

   392,083,873

   (24,780,839)

   367,303,034(1)Primarily composed of non-performing loans and advances to customers over 60 days, excluding credit cards operations.
  As of December 31, 2016

   R$ in thousandsDue within 30 days or less

   Due in 31 to 90 days

   Due in 91 to 180 days

   Due in 181 to 360 days

   Due in 1 to 3 years

   Due after 3 years

   No stated maturity

   Total loans, grossTypes of loans and advances to customer by maturityFixed rates

   25,365,749

   16,975,473

   14,606,274

   30,095,920

   39,535,433

   88,320,875

   57,306,590

   272,206,314Floating rates

   3,559,550

   4,218,136

   4,069,188

   10,383,967

   14,674,775

   81,984,443

   987,500

   119,877,559Total

   28,925,299

   21,193,609

   18,675,462

   40,479,887

   54,210,208

   170,305,318

   58,294,090

   392,083,873
    102Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Outstanding foreign loans The majority of our outstanding cross-border commercial loans that are denominated in foreign currencies are raised in U.S. dollars by subsidiaries of Brazilian companies through our Cayman branch. These loans represented, on average, 4.0% of our total assets over the last three years (this percentage is calculated as the average of the year-end balances for the last three years of loans and advances to customers, divided by the average of the last three years of the total assets). We believe that there are no significant cross-border risks on these transactions, since a substantial part of the related credit risk is guaranteed by the parent company in Brazil. The remainder of our outstanding cross-border transactions mainly includes investments in securities, which represented, on average, 2.0% of our total assets over the last three years (this percentage is calculated as the average of the year-end balances for the last three years of outstanding cross-border transactions, divided by the average of the last three years of the total assets). Loans and advances to customersby economic activity The following table summarizes ourloans and advances to customersby borrowers' economic activity, as of the dates indicated:  103Form 20-F – December 2016


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Table of Contents  4.B. Business OverviewForm 20-F  As of December 31,

   R$ in thousands, except %2016

   2015

   2014Loans and advances portfolio

   % of loans and advances portfolio

   Loans and advances portfolio

   % of loans and advances portfolio

   Loans and advances portfolio

   % of loans and advances portfolioPublic sector

   8,813,581

   2.2%

   10,250,375

   2.8%

   6,849,002

   2.0%Federal Government

   8,813,581

   2.2%

   10,241,594

   2.8%

   6,828,851

   2.0%Petrochemicals

   8,813,581

   2.2%

   10,241,594

   2.8%

   6,828,851

   2.0%State Government

   -

   -

   8,781

   0.0%

   20,151

   0.0%Production and distribution of electricity

   -

   -

   8,781

   0.0%

   20,151

   0.0%Private sector

   383,270,292

   97.8%

   360,073,293

   97.2%

   342,347,679

   98.0%Manufacturing

   68,192,198

   17.4%

   65,158,837

   17.6%

   56,651,087

   16.2%Food and beverages

   16,616,458

   4.2%

   13,663,410

   3.7%

   13,640,472

   3.9%Steel, metallurgy and mechanics

   12,037,724

   3.1%

   11,036,375

   3.0%

   10,092,318

   2.9%Chemicals

   3,730,776

   1.0%

   5,624,425

   1.5%

   4,522,057

   1.3%Pulp and paper

   5,307,358

   1.4%

   4,532,249

   1.2%

   3,886,236

   1.1%Textile and clothing

   2,702,434

   0.7%

   2,905,258

   0.8%

   3,138,214

   0.9%Oil refining and production of alcohol

   1,351,070

   0.3%

   1,492,215

   0.4%

   1,816,990

   0.5%Rubber and plastic articles

   2,628,035

   0.7%

   2,820,736

   0.8%

   2,810,322

   0.8%Extraction of metallic and non-metallic minerals

   1,639,453

   0.4%

   2,390,913

   0.6%

   1,166,969

   0.3%Light and heavy vehicles

   9,661,882

   2.5%

   8,690,405

   2.3%

   5,353,212

   1.5%Furniture and wood products

   2,031,428

   0.5%

   2,118,945

   0.6%

   2,205,048

   0.6%Electro and electronic products

   1,261,017

   0.3%

   1,313,480

   0.4%

   1,237,075

   0.4%Non-metallic materials

   2,539,204

   0.6%

   1,948,504

   0.5%

   2,081,481

   0.6%Automotive parts and accessories

   2,653,298

   0.7%

   2,135,485

   0.6%

   1,998,093

   0.6%Leather articles

   1,054,014

   0.3%

   903,781

   0.2%

   791,083

   0.2%Publishing, printing and reproduction

   633,217

   0.2%

   552,354

   0.1%

   578,718

   0.2%Other industries

   2,344,830

   0.6%

   3,030,302

   0.8%

   1,332,799

   0.4%Commercial

   42,791,601

   10.9%

   41,267,638

   11.1%

   43,024,256

   12.3%Specialty stores

   7,239,349

   1.8%

   7,562,545

   2.0%

   8,317,266

   2.4%Food, beverages and tobbaco

   5,259,946

   1.3%

   4,874,823

   1.3%

   5,553,398

   1.6%Non-specialized retailer

   7,161,941

   1.8%

   6,306,350

   1.7%

   5,332,616

   1.5%Motor vehicles

   2,580,276

   0.7%

   2,830,651

   0.8%

   3,604,046

   1.0%Parts, acessories and motor vehicle repairing

   2,541,558

   0.6%

   2,832,476

   0.8%

   3,066,004

   0.9%Clothing and footwear

   2,689,705

   0.7%

   3,006,953

   0.8%

   3,079,345

   0.9%Personal and household goods

   2,280,972

   0.6%

   1,877,115

   0.5%

   2,211,096

   0.6%Waste and scrap

   4,102,654

   1.0%

   3,387,879

   0.9%

   3,680,167

   1.1%Fuel

   1,681,438

   0.4%

   1,846,528

   0.5%

   1,970,667

   0.6%Trade intermediaries

   809,701

   0.2%

   1,173,241

   0.3%

   967,833

   0.3%Wholesale of goods in general

   1,152,768

   0.3%

   1,029,359

   0.3%

   942,695

   0.3%Agricultural products

   2,626,345

   0.7%

   2,072,597

   0.6%

   2,292,274

   0.7%Other commercial activities

   2,664,948

   0.7%

   2,467,121

   0.7%

   2,006,849

   0.6%Services

   97,136,221

   24.8%

   102,629,056

   27.7%

   97,987,989

   28.1%Transportation and storage

   16,244,912

   4.1%

   17,471,591

   4.7%

   18,319,498

   5.2%Real estate activities, rentals and corporate services

   15,600,214

   4.0%

   14,618,213

   3.9%

   13,802,102

   4.0%Civil construction

   23,602,999

   6.0%

   23,340,313

   6.3%

   24,557,530

   7.0%Production and distribution of electricity, gas and water

   5,244,520

   1.3%

   4,722,345

   1.3%

   4,616,014

   1.3%Holding companies, legal, accounting and business advisory services

   8,764,626

   2.2%

   7,166,007

   1.9%

   6,758,970

   1.9%Social services, education, health, defense and social security

   6,191,117

   1.6%

   5,083,060

   1.4%

   4,778,628

   1.4%Lodging and catering services

   2,967,894

   0.8%

   2,867,336

   0.8%

   2,919,739

   0.8%Club, leisure, cultural and sport activities

   5,034,333

   1.3%

   5,675,333

   1.5%

   4,826,010

   1.4%Telecommunications

   330,596

   0.1%

   440,342

   0.1%

   774,953

   0.2%Other services

   13,155,010

   3.4%

   21,244,516

   5.7%

   16,634,545

   4.8%Individuals

   170,925,871

   43.6%

   147,859,789

   39.9%

   141,219,983

   40.4%Agribusiness

   4,224,401

   1.1%

   3,157,973

   0.9%

   3,464,364

   1.0%Total

   392,083,873

   100.0%

   370,323,668

   100.0%

   349,196,681

   100.0%Impairment of loans and advances

   (24,780,839)

   

   (25,455,204)

   

   (21,132,677)
   104Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  Non-performing loans and advances and impairment of loans and advances The following table summarizes our non-performing loans and advances (loans and advances operations overdue for over 60 days), as well as those neither due nor impaired, foreclosed assets, and certain asset quality indicators for the dates shown.We use some of these indicators for monitoring purposes and to support decision-making when granting loan and advances. For further information regarding the performance of some of these ratios, see Item “5.A. Operating Results":  December 31,

   R$ in thousands, except %2016

   2015

   2014

   2013

   2012Non-performing loans and advances to customers, over 60 days

   23,373,999

   18,288,316

   14,779,382

   13,650,513

   14,455,265Foreclosed assets

   1,578,966

   1,247,106

   1,006,461

   832,546

   532,973Total non-performing loans and advances to customers and foreclosed assets

   24,952,965

   19,535,422

   15,785,843

   14,483,059

   14,988,238Total loans and advances to customers

   392,083,873

   370,323,668

   349,196,681

   323,979,568

   288,935,614Impairment of loans and advances

   24,780,839

   25,455,204

   21,132,677

   19,858,234

   19,914,294Non-performing loans and advances as a percentage of total loans and advances to customers

   6.0%

   4.9%

   4.2%

   4.2%

   5.0%Non-performing loans and advances and foreclosed assets as a percentage of total loans and advances to customers

   6.4%

   5.3%

   4.5%

   4.5%

   5.2%Impairment of loans and advances as a percentage of total loans and advances

   6.3%

   6.9%

   6.1%

   6.1%

   6.9%Impairment of loans and advances as a percentage of non-performing loans and advances to customers

   106.0%

   139.2%

   143.0%

   145.5%

   137.8%Impairment of loans and advances as a percentage of non-performing loans and advances to customers and foreclosed assets

   99.3%

   130.3%

   133.9%

   137.1%

   132.9%Net charge-offs for the period as a percentage of the average balance of loans and advances to customers (including non-performing loans and advances)

   4.1%

   3.0%

   2.7%

   3.2%

   3.3%
    105Form 20-F – December 2016


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Table of Contents  4.B. Business OverviewForm 20-F  Impairment of loans and advances The following table shows impairment of our loans and advances by type for the periods indicated: December 31,

   R$ in thousands, except %2016

   2015

   2014

   2013

   2012Balance at the beginning of the period

   25,455,204

   21,132,677

   19,858,234

   19,914,294

   17,551,042Charge-off from assetsWorking capital

   (3,171,768)

   (2,143,675)

   (1,507,974)

   (1,447,051)

   (1,368,689)BNDES/Finame onlendings

   (619,139)

   (382,409)

   (272,469)

   (232,101)

   (152,070)Personal credit

   (2,493,626)

   (1,855,512)

   (1,633,867)

   (1,447,057)

   (1,111,746)Credit cards

   (1,979,265)

   (1,471,292)

   (1,410,131)

   (1,626,581)

   (1,578,143)Export financing

   (121,744)

   (256,309)

   (35,501)

   (58,366)

   (27,148)Leasing

   (180,191)

   (172,419)

   (252,447)

   (381,582)

   (477,859)Housing loans

   (215,987)

   (186,184)

   (154,943)

   (94,700)

   (67,803)Rural loans

   (174,167)

   (92,887)

   (60,724)

   (69,683)

   (56,723)Guaranteed account

   (460,516)

   (281,858)

   (250,973)

   (252,838)

   (255,157)Import financing

   (310,948)

   (327,775)

   (45,435)

   (6,910)

   (2,543)Overdraft facilities

   (1,414,061)

   (883,620)

   (692,735)

   (676,805)

   (593,045)Others (1)

   (10,390,738)

   (6,489,564)

   (6,624,258)

   (7,026,270)

   (6,383,844)Total charge-off from assets

   (21,532,150)

   (14,543,504)

   (12,941,457)

   (13,319,944)

   (12,074,770)*

   *

   *

   *RecoveriesWorking capital

   753,566

   546,963

   308,980

   294,657

   209,557BNDES/Finame onlendings

   222,901

   124,143

   101,297

   69,533

   58,937Personal credit

   569,391

   547,700

   519,378

   492,383

   388,535Credit cards

   340,405

   238,747

   504,319

   370,184

   614,381Export financing

   623,261

   30,822

   14,972

   7,139

   1,400Leasing

   95,960

   82,692

   95,361

   83,813

   126,208Housing loans

   151,977

   1,634

   736

   720

   1,492Rural loans

   65,502

   36,953

   35,380

   42,177

   33,778Guaranteed account

   59,991

   71,281

   46,621

   36,268

   35,092Import financing

   119,381

   32,640

   1,120

   1,500

   12Overdraft facilities

   190,330

   168,001

   164,864

   162,306

   143,548Others (1)

   2,314,842

   2,263,303

   2,131,486

   2,079,334

   1,373,699Total recoveries

   5,507,507

   4,144,879

   3,924,514

   3,640,014

   2,986,639Net charge–offs

   (16,024,643)

   (10,398,625)

   (9,016,943)

   (9,679,930)

   (9,088,131)Net impairment losses on loans and advances

   15,350,278

   14,721,152

   10,291,386

   9,623,870

   11,451,383Balance at the end of the period

   24,780,839

   25,455,204

   21,132,677

   19,858,234

   19,914,294Net charge‐offs for the period as a percentage of the average balance of loans and advances to customers (including non-performing loans and advances, over 60 days)

   4.1%

   3.0%

   2.7%

   3.2%

   3.3%(1)Including basically the renegotiating portfolio.
  Based on information available regarding our borrowers, we believe the impairment of loans and advances recognized is sufficient to cover incurred losses on our loans and advances. Allocated impairment of loans and advances The following tables set forth allocated impairment of our loans and advances for the periods indicated. The allocated loss amount and the loans and advances category are stated as a percentage of total loans and advances:  106Form 20-F – December 2016


Table of Contents 4.B. Business OverviewForm 20-F  December 31, 2016

   R$ in thousands, except %Allocated impairment of loans and advances

   Allocated impairment of loans and advances as a percentage of total loans and advances to customers (1)

   Loan and advances category as a percentage of total loans and advances (1)Type of loans and advances to customersWorking capital

   2,828,062

   0.8%

   15.5%BNDES/Finame onlendings

   481,655

   0.1%

   9.8%Vehicles - Direct Consumer Financing (CDC)

   1,575,102

   0.4%

   6.0%Personal credit

   3,292,568

   0.9%

   14.5%Credit cards

   4,738,899

   1.3%

   8.9%Export financing

   675,791

   0.2%

   11.3%Leasing

   140,801

   -

   0.7%Housing loans

   839,003

   0.2%

   16.2%Rural loans

   451,160

   0.1%

   3.9%Guaranteed account

   296,443

   0.1%

   2.2%Import financing

   196,166

   0.1%

   1.9%Overdraft facilities

   471,521

   0.1%

   0.7%Insurance premiums receivable

   398,771

   0.1%

   1.5%Others

   8,394,897

   2.3%

   6.9%Total

   24,780,839

   6.7%

   100.0%(1)Excludes non-performing loans and advances.
  December 31, 2015

   R$ in thousands, except %Allocated impairment of loans and advances

   Allocated impairment of loans and advances as a percentage of total loans and advances to customers(1)

   Loan and advances category as a percentage of total loans and advances (1)Type of loans and advances to customersWorking capital

   5,922,477

   1.7%

   17.9%BNDES/Finame onlendings

   555,715

   0.2%

   10.8%Vehicles - Direct Consumer Financing (CDC)

   1,839,711

   0.5%

   7.1%Personal credit

   2,941,571

   0.8%

   13.4%Credit cards

   4,005,048

   1.1%

   7.7%Export financing

   642,533

   0.2%

   10.8%Leasing

   152,028

   -

   13.5%Housing loans

   864,111

   0.2%

   3.8%Rural loans

   544,530

   0.2%

   2.7%Guaranteed account

   297,873

   0.1%

   0.8%Import financing

   164,967

   -

   3.1%Overdraft facilities

   578,631

   0.2%

   0.8%Insurance premiums receivable

   277,173

   0.1%

   1.4%Others

   6,668,836

   1.9%

   6.2%Total

   25,455,204

   7.2%

   100.0%(1)Excludes non-performing loans and advances.
   107Form 20-F – December 2016


---



Table of Contents  4.B. Business OverviewForm 20-F  December 31, 2014

   R$ in thousands, except %Allocated impairment of loans and advances

   Allocated impairment of loans and advances as a percentage of total loans and advances to customers (1)

   Loan and advances category as a percentage of total loans and advances (1)Type of loans and advances to customersWorking capital

   2,512,775

   0.8%

   17.8%BNDES/Finame onlendings

   1,070,517

   0.3%

   12.6%Vehicles - Direct Consumer Financing (CDC)

   1,892,497

   0.6%

   8.7%Personal credit

   2,877,236

   0.9%

   13.1%Credit cards

   3,405,529

   1.0%

   7.5%Export financing

   616,625

   0.2%

   7.7%Leasing

   294,371

   0.1%

   1.3%Housing loans

   1,047,221

   0.3%

   11.9%Rural loans

   427,932

   0.1%

   5.0%Guaranteed account

   241,252

   0.1%

   3.1%Import financing

   45,570

   -

   2.7%Overdraft facilities

   493,240

   0.1%

   0.9%Insurance premiums receivable

   200,768

   0.1%

   1.3%Others

   6,007,144

   1.8%

   6.4%Total

   21,132,677

   6.4%

   100.0%(1)Excludes non-performing loans and advances.
  December 31, 2013

   R$ in thousands, except %Allocated impairment of loans and advances

   Allocated impairment of loans and advances as a percentage of total loans and advances to customers (1)

   Loan and advances category as a percentage of total loans and advances (1)Type of loans and advances to customersWorking capital

   2,018,116

   0.7%

   18.5%BNDES/Finame onlendings

   862,551

   0.3%

   13.0%Vehicles - Direct Consumer Financing (CDC)

   2,298,898

   0.7%

   9.8%Personal credit

   2,893,310

   0.9%

   12.9%Credit cards

   3,072,543

   1.0%

   7.4%Export financing

   453,652

   0.1%

   8.2%Leasing

   463,771

   0.1%

   1.8%Housing loans

   796,768

   0.3%

   8.9%Rural loans

   314,732

   0.1%

   4.2%Guaranteed account

   224,615

   0.1%

   3.3%Import financing

   39,942

   -

   2.8%Overdraft facilities

   416,282

   0.1%

   0.9%Insurance premiums receivable

   218,945

   0.1%

   1.2%Others

   5,784,109

   1.9%

   7.1%Total

   19,858,234

   6.4%

   100.0%(1)Excludes non-performing loans and advances.
  December 31, 2012

   R$ in thousands, except %Allocated impairment of loans and advances

   Allocated impairment of loans and advances as a percentage of total loans and advances to customers (1)

   Loan and advances category as a percentage of total loans and advances (1)Type of loans and advances to customersWorking capital

   2,132,210

   0.8%

   18.8%BNDES/Finame onlendings

   933,707

   0.3%

   12.8%Vehicles - Direct Consumer Financing (CDC)

   3,230,958

   1.2%

   11.3%Personal credit

   3,409,864

   1.2%

   11.1%Credit cards

   3,113,122

   1.2%

   7.2%Export financing

   289,968

   0.1%

   8.2%Leasing

   951,000

   0.3%

   2.8%Housing loans

   557,365

   0.2%

   8.0%Rural loans

   292,928

   0.1%

   4.1%Guaranteed account

   257,990

   0.1%

   3.5%Import financing

   30,255

   -

   2.4%Overdraft facilities

   538,749

   0.2%

   0.9%Insurance premiums receivable

   182,561

   0.1%

   1.1%Others

   3,993,617

   1.5%

   7.8%Total

   19,914,294

   7.3%

   100.0%(1)Excludes non-performing loans and advances.
   108Form 20-F – December 2016


Table of Contents  4.B. Business OverviewForm 20-F  Loans and advances to banks The following tables summarize our outstanding loans and advances to banks by type, and changes in impairment on loans and advances for the periods shown: December 31,

   R$ in thousands2016

   2015

   2014Repurchase agreementsOwn portfolio positionFinancial treasury bills

   28,000,310

   199,996

   8,750,847National treasury bills

   13,211,900

   11,637,051

   11,876,655National treasury notes

   42,584,901

   17,058,798

   35,890,277Debentures

   271,279

   362,215

   -Others

   6,461

   4,293

   60,497Short positionBrazilian government securities

   1,103,295

   370,759

   860,065Total of repurchase agreements

   85,178,146

   29,633,112

   57,438,341Loans and advances to banksInterbank deposits

   5,387,769

   1,017,666

   7,652,396Foreign currency transactions

   2,341,124

   2,149,301

   681,573Bank deposit certificates

   454,104

   833,909

   4,398,294Credit acquisition with co-obligation

   1,484,391

   2,037,739

   2,848,280Impairment of loans and advances

   (7,398)

   (51,317)

   (44,265)Total of loans and advances to banks

   9,659,990

   5,987,298

   15,536,278Total

   94,838,136

   35,620,410

   72,974,619
  December, 31

   R$ in thousands2016

   2015

   2014Balance at the beginning of the year

   51,317

   44,265

   43,242Additions/Reductions

   (43,919)

   7,052

   1,023Balance at the end of the year

   7,398

   51,317

   44,265
  Average deposit balances and interest rates The following table shows the average balances of deposits as well as the average interest rate paid on deposits for the periods indicated: For the year ended December 31,

   R$ in thousands, except %2016

   2015

   2014Average balance

   Average rate

   Average balance

   Average rate

   Average balance

   Average rateDepositsNon–interest–bearing depositsDemand deposits

   32,645,961

   -

   26,969,963

   -

   35,138,920

   -Total non-interest-bearing deposits

   32,645,961

   -

   26,969,963

   -

   35,138,920

   -*Interest–bearing depositsInterbank deposits

   1,205,451

   10.6%

   621,904

   11.8%

   695,132

   12.4%Savings deposits

   93,598,769

   7.2%

   91,075,494

   7.1%

   84,921,694

   6.4%Time deposits

   111,471,035

   7.8%

   83,978,162

   7.1%

   91,990,788

   7.0%Total interest–bearing deposits

   206,275,255

   -

   175,675,560

   -

   177,607,614

   -Total deposits

   238,921,216

   -

   202,645,523

   -

   212,746,534

   -
  Maturity of deposits The following table shows the distribution of our deposits by maturity at the date indicated:  109Form 20-F – December 2016


Table of Contents  4.B. Business OverviewForm 20-F  December 31, 2016

   R$ in thousandsDue in 3 months or less

   Due after 3 months to 6 months

   Due after 6 months to 1 year

   Due after 1 year

   TotalDomestic depositsNon–interest–bearing depositsDemand deposits(1)

   31,724,737

   -

   -

   -

   31,724,737Total non-interest-bearing deposits

   31,724,737

   -

   -

   -

   31,724,737Interest–bearing depositsInterbank deposits

   302,015

   213,309

   6,399

   61,157

   582,880Savings deposits(1)

   97,088,828

   -

   -

   -

   97,088,828Time deposits

   4,933,391

   4,984,974

   7,230,130

   70,137,800

   87,286,295Total interest–bearing deposits

   102,324,234

   5,198,283

   7,236,529

   70,198,957

   184,958,003Total domestic deposits

   134,048,971

   5,198,283

   7,236,529

   70,198,957

   216,682,740International deposits(2)Non–interest–bearing depositsDemand deposits

   1,695,374

   -

   -

   -

   1,695,374Total non-interest-bearing deposits

   1,695,374

   -

   -

   -

   1,695,374Interest–bearing depositsInterbank deposits

   5,992

   -

   -

   -

   5,992Time deposits

   11,000,234

   2,055,481

   2,227,399

   568,458

   15,851,572Total interest–bearing deposits

   11,006,226

   2,055,481

   2,227,399

   568,458

   15,857,564Total international deposits

   12,701,600

   2,055,481

   2,227,399

   568,458

   17,552,938Total deposits

   146,750,571

   7,253,764

   9,463,928

   70,767,415

   234,235,678(1)Demand deposits and savings deposits are classified as due in up to three months, without taking into account the average turnaround history; and(2)Denominated in currencies other thanreais, primarily U.S. dollars.
  The following table shows maturity of our outstanding time deposits with balances of over US$100,000 (or its equivalent), by maturity, as of the date indicated: December 31, 2016

   R$ in thousandsDomestic currency

   International currencyMaturity within 3 months

   3,933,372

   11,109,387Maturity after 3 months but within 6 months

   4,290,528

   2,044,453Maturity after 6 months but within 12 months

   6,647,946

   2,227,399Maturity after 12 months

   63,340,152

   568,458Total deposits in excess of US$100,000

   78,211,998

   15,949,697
  Funding in the open market Funding in the open market amounted to R$241,979 million as of December 31, 2016, R$222,291 million as of December 31, 2015 and R$219,360 million as of December 31, 2014. The following table summarizes our funding in the open market for the periods indicated:  110Form 20-F – December 2016


Table of Contents 5.A. Operating ResultsForm 20-F  For the year ended December 31,

   R$ in thousands, except %2016

   2015

   2014Funding in the open marketAmount outstanding

   241,978,931

   222,291,364

   219,359,890Maximum amount outstanding during the period

   246,668,210

   238,178,168

   219,359,890Weighted average interest rate at period end (1)

   12.5%

   13.8%

   9.7%Average amount during the period

   232,718,923

   211,686,661

   192,967,597Weighted average interest rate

   11.5%

   11.1%

   9.9%(1)We calculated the average balances using the month-end book balances, including the related allocated interest.
  4.C. Organizational Structure
 We are a publicly-held company controlled by Cidade de Deus Participações, a holding company owned by the Aguiar Family, Fundação Bradesco and another holding company, Nova Cidade de Deus Participações S.A., or "Nova Cidade de Deus."Nova Cidade de Deus is owned by Fundação Bradesco and by BBD Participações.For further information aboutour shareholding structure, see "Item 7.A. Major Shareholders." For further informationabout oursignificant subsidiaries as of December 31, 2016, see Exhibit 8.1 to this annual report. 4.D. Property, Plants and Equipment
 As of December 31, 2016, we owned 895 properties and leased 4,374 properties throughout Brazil and 10 properties abroad, all of which we used for the operation of our network of branches and our business. We own the buildings where our headquarters are located in Cidade de Deus, Osasco, São Paulo metropolitan region, State of São Paulo. Rental agreements have an average duration of seven years. ITEM 4A. UNRESOLVED STAFF COMMENTS
 None. ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
  5.A. Operating Results
 This discussion should be read in conjunction with our audited consolidated financial statements, the notes thereto and other financial information included elsewhere in this annual report. Overview Our results of operations are affected by, among others, the following factors: Brazilian Economic Conditions Our results of operations are directly affected by economic conditions in Brazil. Such economic conditions directly impact our customers’ ability to pay their financial obligations on time, which affects our impairment of loans and advances and our balance of outstanding loans and advances. In addition, the impact of economic conditions on exchange rates affects our net interest income, since part of our financial assets and liabilities are denominated in or indexed to foreign currencies, primarily U.S. dollars. In 2014,GDP grew by 0.5% compared to the previous year. The Brazilianrealdepreciated to R$2.6562 against the U.S. dollar at December 31, 2014, when compared to the amount of R$2.3426 at December 31, 2013. The Monetary Policy Committee (“COPOM”) increased the base interest rate from 10.0% at December 31, 2013 to 11.75% at December 31, 2014. Inflation, measured by the IPCA index, was 6.4% for the fiscal year ended December 31, 2014. In 2015, GDP recorded a retraction of 3.8% compared to the previous year. Therealhas depreciated to R$3.9048 per U.S. dollar on December 31, 2015, compared with R$2.6562 per U.S. dollar on December 31, 2014. The COPOM has increased the basic interest rate from 11.75% on December 31, 2014 to 14.25% on December 31, 2015. The inflation, measured by the IPCA, was 10.7% for the year ended December 31, 2015. In 2016, GDP retracted by 3.6%compared to the previous year. Therealappreciated to R$3.2591


againstthe U.S. dollar at December 31, 2016, compared with R$3.9048 per U.S. dollar on December 31, 2015. The COPOM has decreased the basic interest rate from 14.25% on December 31, 2015 to 13.75% on December 31, 2016. The inflation, measured by the IPCA, was 6.3% for the year ended December 31, 2016.  111Form 20-F – December 2016


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Table of Contents  5.A. Operating ResultsForm 20-F  The following table shows Brazilian inflation measured by IPCA, the appreciation/depreciation of therealagainst the U.S. dollar, the exchange rate at the end of each year and the average exchange rate for the periods indicated: In R$, except %2016

   2015

   2014Inflation (IPCA)

   6.3%

   10.7%

   6.4%Appreciation/(depreciation) of the real against the U.S. dollar

   16.5%

   (47.0)%

   (13.4)%Period-end exchange rate-US$1.00

   3.2591

   3.9048

   2.6562Average exchange rate‐US$1.00 (1)

   3.4849

   3.3314

   2.3586(1)Average exchange rate considering the closing exchange rates at the end of each month starting December of the previous year.Sources: FGV and the Central Bank.
  The following table shows GDP variation in real terms and average interbank interest rates for the periods indicated: 2016

   2015

   2014Change inrealGDP (1)

   (3.6)%

   (3.8)%

   0.5%Average base interest rates (2)

   14.0%

   13.3%

   10.9%Average interbank interest rates (3)

   14.0%

   13.2%

   10.8%(1)Calculated by dividing the change inrealGDP during a year by therealGDP of the previous year;(2)Calculated in accordance with Central Bank methodology (based on nominal rates); and(3)Calculated in accordance with B3 methodology (ex-Clearing and Custody Chamber -"CETIP") (based on nominal rates).Sources: The Central Bank, the Brazilian Geography and Statistics Institute and B3.
  Effects of the global financial markets on our financial condition and results of operations In 2016, a slower growth of the US economy led the Federal Reserve to raise interest rates in December. However, after the republican candidate was elected to the White House, long-term US interest rates began to reflect recurring increases in the base rate in the following years. Broadly speaking, the consensus is that the new US economic policy will be more expansionary, and will generate an environment with more inflation, and, therefore, higher interest rates. As a result, global liquidity has been declining, with consequences for emerging currencies. However, it is not clear that this initial reaction will continue, because increased world growth in itself is favorable for emerging economies. On the other hand, there was an increase in political uncertainty in countries of great importance to the world economy. Potential important changes are highlighted in countries such as the USA, the United Kingdom, France, Germany, the Netherlands, and possibly Italy. In other words, the ambiguity between greater global growth and increased political risk should be the keynote of 2017. Accordingly, the main risks to the achievement of a benign scenario of continuing world economic recovery this year are concentrated on the political front, as previously mentioned. In his campaign speech, Donald Trump advocated protectionist measures, scaling up fiscal spending and investments in infrastructure. Although a scenario of increased growth in the short term due to fiscal policy and investments in infrastructure is very likely, there is enormous unpredictability regarding trade policies with China and Mexico, and regarding the general geopolitical position of this new government. Added to this is the risk of higher inflation in the US, resulting in a more intense rise in basic and future interest rates, leading to the risk of capital flight from emerging countries. Elections in major European countries also figure as potential factors to increase the volatility of financial markets. In addition, it is important to consider the developments of Brexit: there may be a reduction in the trade channel between the United Kingdom and Europe, and the negative contagion can also occur by increasing the risk of political fragmentation within the Eurozone, at a time when there is a need to maintain monetary stimuli and possible new stimuli that require political consensus. The banking sector in Europe also deserves attention: there is the deleveraging process of the financial system observed since 2011, with banks sensitive to increases in overdue loans. For China, in addition to the expected effects of the declining real estate activity on investments and industrial production, we understand that the demands of conducting economic policy and the need for


significant structural adjustments can become a risk for markets, even if the base scenario is that of smooth deceleration for Chines growth, and therefore, of slightly higher commodity prices.  112Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  Effects of interest rates and devaluation/appreciation on net interest income During periods of high interest rates, our interest income increases due to increasing interest rates on our interest-earning assets. At the same time, our interest expense increases as interest rates on our interest-bearing liabilities also increase. Changes in the volumes of our interest-earning assets and interest-bearing liabilities also affect our interest income and interest expense. For example, an increase in our interest income attributable to an increase in interest rates may be offset by a decrease in the volume of our outstanding loans. In addition, when therealdepreciates, we incur: (i) losses on our liabilities denominated in, or indexed to, foreign currencies, such as our U.S. dollar-denominated long-term debt and foreign currency loans, as the cost inreaisof the related interest expense increases; and (ii) gains in our assets denominated in, or indexed to, foreign currencies, such as our dollar-indexed securities and loans and advances, as the income from such assets as measured inreaisincreases. Conversely, when therealappreciates, as was the case, for example, in 2010 and 2016, we incurred: (i) losses on our assets denominated in, or indexed to, foreign currencies; and (ii) gains in our liabilities denominated in, or indexed to, foreign currencies. In 2015, our net interest income increased by 11.2% as compared to 2014, from R$50,046 million in 2014 to R$55,636 million in 2015. This growth is mainly related to: (i) gains from changes in average interest rates, which includes the effect from the depreciation of therealand contributed R$3,445 million as a result of the increase in the average net interest margin, from 6.5% in 2014 to 6.7% in 2015; and (ii) the increase in the business volume, which contributed R$2,146 million. In 2016,our net interest income increasedby 1.8% in relation to 2015, from R$55,636 million in 2015 toR$56,663 millionin 2016. This growth is mainly related to the increase in the business volume,which contributed R$5,444 million,mainly due to the consolidation of HSBC Brasil.This increase was partially offset bychanges in average interest rates, which includes the effect from the appreciation of therealand impacted in R$4.417 million as a result of the decrease in the average net interest margin, from 6.7% in 2015 to 5.7% in 2016. The following tables show our foreign-currency denominated or indexed assets and liabilities as of the dates indicated: December 31,

   R$ in thousands2016

   2015

   2014AssetsCash and balances with banks

   2,254,550

   8,305,430

   3,843,397Financial assets held for trading

   3,096,072

   4,478,512

   2,038,386Financial assets available for sale

   2,843,673

   7,487,331

   3,785,493Investments held to maturity

   20,894

   41,092

   38,874Financial assets pledged as collateral

   8,744,991

   4,306,897

   7,520,948Loans and advances to banks

   2,402,807

   2,368,658

   830,812Loans and advances to customers

   37,774,932

   50,250,575

   37,038,632Property and equipment, net of accumulated depreciation

   25,823

   27,617

   15,570Intangible assets and goodwill, net of accumulated amortization

   14,138

   29,354

   25,425Taxes to be offset

   33,558

   44,450

   32,732Deferred income tax assets

   262,502

   1,388,929

   241,203Other assets

   12,328,661

   12,373,038

   9,073,892Total assets

   69,802,601

   91,101,883

   64,485,364Off‐balance sheet accounts – notional valueDerivativesFutures

   100,581,577

   96,679,181

   25,844,968Forward

   70,938,623

   72,408,901

   7,590,571Options

   1,480,183

   744,507

   1,246,097Swaps

   129,516,898

   171,025,037

   50,280,914Total assets with derivatives (a)

   372,319,882

   431,959,509

   149,447,914
   113Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  December 31,

   R$ in thousands2016

   2015

   2014LiabilitiesDeposits from banks

   29,842,987

   36,944,658

   24,081,365Deposits from customers

   17,436,355

   27,576,216

   29,834,903Financial liabilities held for trading

   324,190

   1,300,208

   820,843Funds from securities issued

   5,815,118

   9,477,171

   8,766,126Subordinated debt

   11,455,186

   13,714,437

   9,321,576Insurance technical provisions and pension plans

   653

   946

   845Other provisions

   13,816

   13,218

   10,946Current income tax liabilities

   12,990

   27,137

   22,691Other liabilities

   10,424,283

   6,747,195

   5,792,368Total liabilities

   75,325,578

   95,801,186

   78,651,663Off‐balance sheet accounts – notional valueDerivativesFutures

   131,518,068

   114,575,804

   41,542,624Forward

   72,763,569

   72,557,432

   7,324,830Options

   1,851,857

   1,194,413

   2,258,312Swap

   142,154,441

   181,459,003

   52,176,186Total liabilities with derivative (b)

   423,613,513

   465,587,838

   181,953,615Net exposure (a-b)

   (51,293,631)

   (33,628,329)

   (32,505,701)
  We use swaps, futures contracts and other hedging instruments in order to minimize the potential impact of currency changes on our operations. For more information on our use of derivatives for hedging purposes, see Notes 2(f) and 20(c) to our consolidated financial statements in "Item 18. Financial Statements." Our net exposure in relation to our total assets amounted to 4.3% as of December 31, 2016, 3.3% as of December 31, 2015 and 3.5% as of December 31, 2014. Taxes Our income tax expenses comprise IRPJ, which is levied at a rate of 15.0% on our adjusted net income, plus an additional 10.0% and the Social Contribution Tax, which is levied at a rate of 15.0% on our adjusted net income, both are federal taxes. In January 2008, the government increased the social contribution tax rate for the financial sector from 9.0% to 15.0%. Financial institutions have been incurring the social contribution tax on adjusted net income at a 15.0% rate since May 2008. The legality of this increase is being challenged in actions brought before the Brazilian Supreme Court. If the Brazilian Supreme Court decides that this increase is not legal, we will be entitled to recover any amount we have paid under the 15.0% tax rate regime in excess of what we would have incurred for the social contribution tax under the 9.0% regime. For financial institutions and similar companies and companies in the insurance industry, the social contribution on the net income, was calculated until August 2015, using a rate of 15.0%. For the period between September 2015 and December 2018, the rate was changed to 20.0%, pursuant to Law No. 13,169/15. The rate will return to 15.0% beginning in January 2019. For the other companies, the social contribution is calculated considering the rate of 9.0%. Corporations based in Brazil may pay shareholders interest on equity as an alternative form of making a portion of dividend distributions, which are deductible from taxable income. We intend to maximize the amount of dividends we pay in the form of interest on equity. For further information on our tax expenses, see "Item 4.B. Business Overview – Regulation and Supervision – Taxation –Income Tax and social contribution on profits" and "Item 10.B. Memorandum and Articles of Association – Organization – Allocation of net income and distribution of dividends" and "Item 10.E. Taxation – Brazilian tax considerations – Distributions of interest on equity." Impact of material acquisitions and strategic alliances on our future financial performance We believe that the acquisitions and strategic alliancesconducted in the last years will contribute toincrease our future results. The amount of these increases is uncertain, and we therefore cannot estimate their impact on our future financial performance. For more information, see "Item 4.A. History and Development of the Company – Recent acquisitions" and “Item 4.A. History and Development of the


Company – Other strategic alliances.”  114Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  Critical accounting policies Our significant accounting policies are described in Note 2 to our audited consolidated financial statements in "Item 18. Financial Statements." The following section describes the areas that require the most judgment or involve a higher degree of complexity in the application of the accounting policies that currently affect our financial condition and results of operations. The accounting estimates we make in these contexts involve making assumptions about highly uncertain matters. In each case, other estimates or changes in the estimates between periods could cause a material impact on our financial condition and results of operations, as shown in our financial statements. Impairment of loans and advances At the end of each reporting period, we adjust our impairment of loans and advances based on an analysis of our portfolio, including estimated impairment of loans and advances. The determination of the impairment of loans and advances, by nature requires judgments and assumptions about the portfolio of loans and advances, for both specific products and portfolios and on an individual basis. When we analyze our portfolio as a whole, several factors can affect our estimate of the likely range of losses, depending on the methodology we use for measuring historical delinquency rates and the historical period we consider in making those measurements. Additional factors that may affect the determination of impairment of loans and advances include: ·general economic conditions and conditions in the relevant industry; ·past experience with the relevant debtor or industry, including recent loss experience; ·trends affecting quality of loans; ·value of collateral for loans and advances; ·volume, composition and growth of our loans and advances; ·the government's monetary policy; and ·any delays in receiving information needed to value loans and advances or confirm existing impairment. We use models to analyze portfolio of loans and advances and determine the extent of impairment. Statistical loss factors and other risk indicators are applied to loan and advances pools with similar risk characteristics in arriving at an estimate of incurred losses in the portfolio to calculate the models. Although models are often monitored and reviewed, by their nature, they depend on judgments made in relation to information and/or forecasts used. The volatility of the economy is one of the reasons that may lead to greater uncertainty in our models than would be expected in more stable macroeconomic environments. Consequently, our impairment of loan and advances may not be indicative of actual future losses. For a sensitivity analysis, we assess the impact of an increase in the probability of default (PD) over the amount of impairment. In this assessment, an increase of 10.0% in the PD as of December 31, 2016, would have increased the impairment by R$499.2 million. This sensitivity analysis is hypothetical, and is only meant to illustrate the impact that the expected delinquency has on determining impairment. The process of determining the level of impairment of loans and advances requires the use of estimates and judgment. Actual losses in the period as shown in subsequent periods may differ from initial calculations based on such estimates and assumptions. For additional information regarding our practices related to the impairment of loans and advances, see "Item 4.B. Business Overview – Selected Statistical Information – Impairment of loans and advances and Non-performing loans and advances and impairment of loans and advances." Fair value of financial instruments The financial instruments recorded at fair value in our consolidated financial statements consist primarily of financial assets held for trading, including derivatives and financial assets available for sale. The fair value of a financial instrument is the amount for which it could be traded in an arm’s length transactionbetween willing parties, without any forced sale and settlement. These financial instruments are categorized in a ranking based on the lowest level of information


significant for measuring fair value. For instruments classified as Level 3, we have to use a significant amount of our own judgment to measure fair market value. We base our judgment on our knowledge and observations of the relevant markets for individual assets and liabilities and these judgments may vary based on market conditions. In applying our judgment, we analyze a series of third-party prices and transaction volumes to understand and assess the extent of available market benchmarks and the judgment or modeling required in processes with third parties. Based on these factors, we determine whether fair values are observable in active markets or markets are inactive.  115Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  The fair values of financialassets held for trading and available for saleare primarily based on actively traded markets where prices are based on direct market quotes, observed transactions or market prices for similar assets. Liquidity is a significant factor in the determination of the fair values of financial assets held for trading and available for sale. Situations of illiquidity generally are triggered by the market's perception of credit uncertainty regarding a single company or a specific market sector. In these instances, the financial assets are classified within Level 3 of the valuation hierarchy once the fair value is determined, based on unobservable inputs that are supported by limited available market information and that are significant to the fair value of the assets, as well as other factors which require Management to exercise significant judgment or estimation. As of December 31, 2016, R$5,292million, or1.4%, of financial assets held for trading,available for sale,pledged as collateral and net derivativeswere classified as Level 3 fair value assets. Exchange-traded derivatives valued using quoted prices are classified within Level 1 of the valuation hierarchy. However, few classes of derivatives contracts are listed on the exchange. Therefore, the majority of our derivative positionsareclassified as Level2of the valuation hierarchyand aredetermined using quantitative models that require the use of multiple inputs including interest rates, prices and indices to generate continuous yield or pricing curves and volatility factors, including the period to maturity. These inputs are used to value the position. Most market inputs are observable and can be obtained mainly from B3 and the secondary market. The imprecise nature of estimating non-observable market data may impact amounts of revenue or loss posted for a particular position. In addition, although we believe our valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments may result in a different estimate of fair value on reporting date. For a detailed discussion of the determination of fair value of financial instruments, see Note 3 to our consolidated financial statements in "Item 18. Financial Statements." Impairment of financial assets available for sale Periodically, we assess the existence of impairment of financial assets available for sale if there is a prolonged or significant decrease in their fair value, see Note 2(f)(viii)(b) to our consolidated financial statements in "Item 18. Financial Statements." Determining a prolonged or significant decrease in value requires the use of judgment, as to what normal volatility is for asset prices, among other factors. In addition, valuations use market prices or valuation models that require the use of certain assumptions or judgment to estimate fair value. Classification of securities The classification of securities into financial assets held for trading, available for sale, or investments held to maturity categories is based on Management's intention to hold or trade such securities at the time of acquisition.The accounting treatment of the securities we hold depends on whether we classify them at acquisition as financial assets held for trading, available for sale or investments held to maturity. Changes in circumstances may modify our strategy with respect to a specific security, requiring transfers among the three categories. Impairment of goodwill At least every year, we have to determine whether the current carrying value of goodwill has been impaired or not. The first step in the process is identifying independent cash generating units and their allocations of goodwill. A unit's carrying amount, including allocated goodwill, is then compared to value in use to see whether there is impairment. If a cash-generating unit's value in use is less than carrying amount, goodwill is impaired. Detailed calculations to reflect changes in the market in which a business operates may be required (e.g. competition and regulatory change). Calculations are based on discounted cash flows before tax at an interest rate adjusted by appropriate risk for the operational unit; in both cases determining these values requires the use of judgment. Although predictions are compared to current performance and


external economic data, expected cash flows reflect our outlook for future performance.  116Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  Income tax The determination of our income tax liability (including social contribution) is a complex task that is related to our analysis of deferred tax assets and liabilities and income tax payable. In general, our assessment requires us to estimate future amounts of current and deferred income tax. Our assessment of the possibility of realizing deferred tax is subjective and involves assessments and assumptions that are inherently uncertain. Realization of deferred tax assets is subject to changes in future interest rates and developments of our strategies. Support for our assessments and assumptions may change over time because of unanticipated events or circumstances that affect the determination of our tax liability. Significant judgment is required to determine whether an income tax position will be sustained upon examination, even after the outcome of any administrative or judicial proceeding based on the technical merits. Judgment is also required to determine the value of a benefit eligible for recognition in our consolidated financial statements. Additionally, we monitor interpretation of tax legislation and decisions made by tax authorities and courts, in order to adjust any previous judgment as to accrued income tax. This monitoring may also arise from our income tax planning and or settlement of income tax disputes and may be significant for our operating income in any given period. For further information on our income tax, see Note 17 to our consolidated financial statements in "Item 18. Financial Statements." For additional information regarding our income tax, see "Item 4.B. Business Overview – Regulation and Supervision – Taxation – Income and social contribution taxes on profits." Insurance technical provisions and pension plans Our insurance technical provisions and pension plans are liabilities for amounts we estimate will be due to our policyholders and plan participants at a certain point in the future.These values represent thefutureclaims/benefits stated in contracts, such as retirement payments, pensions, individual and group life insurance, health insurance and damage insurance, among other items. Benefits and claims stated in contracts also include provisions for claims incurred but not reported relating to health, property and life insurance. We recognize claims in the period in which the service was provided to our policyholders. However, claim costs incurred in a particular period are not known with certainty until we receive the reports, process them, and pay out the claims. We determinethe amount of such provisionusing actuarial methods based on historical payments of claims to determine our estimates of claim liabilities. Methods used to determine these estimates and to make technical provisions are regularly reviewed and updated. For additional information, see Note 2(o) to our consolidated financial statements.In short-term contracts, the complementary reserve for coverage can also be recognized to cover any resulting differences between the expected value of the future claims and future related expenses and the expected value of future premiums. For certain products offered, such as pension plans and funds, participants go through two distinct phases as part of the contract: first accumulating assets, then enjoying benefits. During the accumulation phase, technical provisions increase as contributions are received and interest is credited (based on contractual arrangements) anddecrease by the benefits and redemptions paid. If provisions are insufficient to honor future commitments, thecomplementary reserve for coverageis made.The technical provisions are computed using assumptions of mortality, disability, cancellation, interest rates, inflation and costs, which are based on our experience and are periodically reassessed in relation to the sector patterns and the current law. For sensitivity analysis purposes,regarding life and damage, except for life individual insurance, the impact of a 100 basis points increase in claims in the last 12 months, with the calculation base date being December 31, 2016, would be of R$150.3 million onincome and shareholders’ equity after taxes and contributions. In relation to life insurance with living benefits and pension plan and individual life insurance, we assessed the impact of decreasing interest rates, increasing beneficiary longevity and increase in the income-conversion option on income and shareholders’ equity after taxes and contributions.In this assessment, a decrease of 5.0% in interest rates would lead to R$146.7 million decrease onincome and shareholders’ equity after taxes and contributions.The increaseof0.002% in the longevity of beneficiaries would representa negativeimpact of R$31.8 million on income and shareholders’ equity after taxes and contributions, while an increaseof500 bps in the conversion into income would representa negativeimpact


of R$48.3 million on income and shareholders’ equity after taxes and contributions.  117Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  Use of estimates and judgements Upon issuance of the financial statements, we also make estimates and assumptions concerning useful lives of certain non-financial assets and possible impairment of a specific asset or group of assets. Estimates are by nature based on judgment and available information. Therefore, actual results may differ from these estimates. For further information on the use of estimates and judgements, see Note 4 to our consolidated financial statements in “Item 18. Financial Statements.” Commitments and contingencies We have contractual obligations to make certain payments to third parties, in accordance with the amounts presented in the following table: Contractual Obligations

   R$ in thousandsPayments due as of December 31, 2016Less than 1 year(1)

   1 to 3 years

   3 to 5 years

   More than 5 years

   TotalTime deposits

   32,431,608

   67,056,440

   3,585,364

   64,455

   103,137,867Funding in the open market

   213,799,155

   27,833,766

   320,535

   25,475

   241,978,931Borrowings

   19,808,556

   1,867,834

   489,025

   -

   22,165,415Onlendings

   11,211,567

   14,613,712

   4,859,577

   5,345,731

   36,030,587Funds from securities issued

   92,716,123

   52,740,759

   4,496,988

   1,148,068

   151,101,938Subordinated debt

   11,399,544

   15,133,984

   6,420,174

   19,657,362

   52,611,064Insurance technical provisions and pension plans

   187,388,707

   28,451,293

   -

   -

   215,840,000Other obligations

   88,068,152

   2,210,871

   1,770,902

   4,915,590

   96,965,515Total

   656,823,412

   209,908,659

   21,942,565

   31,156,681

   919,831,317(1)Based on our historical experience, we expect that most of our obligations that are contractually due within one year will be rolled over.
  Off-balance sheet financial guarantees In addition to our loans and advances, we have credit-related transactions with our customers for attending to their financing needs. In accordance with IFRS, these transactions are not recorded on our balance sheet. The following table summarizes these financial arrangements as of December 31, 2016: Contractual Obligations

   R$ in thousandsPayments due as of December 31, 2016Less than 1 year

   1 to 3 years

   3 to 5 years

   More than 5 years

   TotalFinancial guarantees

   28,880,422

   19,079,966

   6,463,589

   24,525,506

   78,949,483Letters of credit

   320,536

   8,479

   -

   -

   329,015Total

   29,200,958

   19,088,445

   6,463,589

   24,525,506

   79,278,498
  We guarantee our customers' performance in obligations with a third party. We have the right to seek reimbursement from our customers for any amounts paid under these guarantees. Additionally, we may hold cash or other collateral with high liquidity to guarantee these obligations. These agreements are subject to the same credit evaluation as other loans granted. Letters of credit are conditional commitments issued by us to guarantee the performance of a customer's obligations with third parties. We issue commercial letters of credit to facilitate foreign trade transactions and to support public and private borrowing agreements, including commercial papers, bond financing and similar transactions. These instruments are short-term commitments to pay a third party beneficiary under certain contractual conditions, for the shipment of products. Contracts are subject to the same credit evaluations as other loans granted. We expect many of these guarantees to expire without the need to advance any cash. Therefore, in the ordinary course of business, we expect that these transactions will have virtually no impact on our liquidity. Results by operational segment We operate and manage our business through two segments: (i) the banking segment; and (ii) the insurance, pension plans and capitalization bonds segment. The following data about different segments were prepared based on reports made for Management to assess performance and make decisions on allocating funds for investments and other purposes. Our Management uses various data, including financial data prepared under accounting practices adopted in Brazil and non-financial metrics compiled on different bases. Our consolidated financial statements and


consolidated financial data included in this analysis are prepared in accordance with IFRS, when results by segments significantly differ to results derived from our consolidated financial statements, such differences will be explained in conjunction with the explanations of the results that precede them. See Note 5 to our consolidated financial statements in "Item 18. Financial Statements."  118Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  For a description of our operational segment's operations, see "Item 4.B. Business Overview."  Results of operations for the year ended December 31, 2016 compared with the year ended December 31, 2015 The following tables set forth the principal components of our net income for 2016 and 2015, on a consolidated basis and by segment. Consolidated

   R$ in thousands, except %For the year ended December 31,2016

   2015

   % changeNet interest income

   56,662,989

   55,636,042

   1.8%Net Impairment losses on loans and advances

   (15,350,278)

   (14,721,152)

   4.3%Non‐interest income

   115,171,491

   77,043,849

   49.5%Non‐interest expense

   (124,578,746)

   (108,355,156)

   15.0%Income before income taxes

   31,905,456

   9,603,583

   232.2%Income tax and social contribution

   (13,912,730)

   8,634,322

   -Net income for the year

   17,992,726

   18,237,905

   (1.3)%Net income attributable to controlling shareholders

   17,894,249

   18,132,906

   (1.3)%Net income attributable to non-controlling interest

   98,477

   104,999

   (6.2)%
  Segment

   R$ in thousands, except %For the year ended December 31,Banking

   Insurance, Pension Plans and Capitalization Bonds2016

   2015

   % Change

   2016

   2015

   % ChangeNet interest income

   49,156,109

   46,934,849

   4.7%

   5,374,229

   5,973,694

   (10.0)%Net Impairment losses on loans and advances

   (18,829,460)

   (16,479,985)

   14.3%

   -

   -

   -Non‐interest income

   41,414,563

   15,639,366

   164.8%

   75,664,123

   66,345,008

   14.0%Non‐interest expense

   (54,448,727)

   (46,839,516)

   16.2%

   (71,473,806)

   (63,805,032)

   12.0%Income before income taxes

   17,292,485

   (745,286)

   -

   9,564,546

   8,513,670

   12.3%Income tax and social contribution

   (7,995,420)

   12,621,169

   -

   (3,915,822)

   (3,192,918)

   22.6%Net income

   9,297,065

   11,875,883

   (21.7)%

   5,648,724

   5,320,752

   6.2%Net income attributable to controlling shareholders

   9,293,766

   11,874,609

   (21.7)%

   5,550,662

   5,215,765

   6.4%Net income attributable to non-controlling interest

   3,299

   1,274

   158.9%

   98,062

   104,987

   (6.6)%
  Net interest income The table below shows the main components of our net interest income before impairment of loans and advances for 2016 and 2015, on a consolidated basis and by segment: R$ in thousands, except %2016

   2015

   % ChangeConsolidatedInterest and similar income

   147,700,375

   127,048,252

   16.3%Interest and similar expenses

   (91,037,386)

   (71,412,210)

   27.5%Net interest income

   56,662,989

   55,636,042

   1.8%BankingInterest and similar income

   118,585,106

   106,807,027

   11.0%Interest and similar expenses

   (69,428,997)

   (59,872,178)

   16.0%Net interest income

   49,156,109

   46,934,849

   4.7%Insurance, Pension Plans and Capitalization BondsInterest and similar income

   26,769,779

   22,076,041

   21.3%Interest and similar expenses

   (21,395,550)

   (16,102,347)

   32.9%Net interest income

   5,374,229

   5,973,694

   (10.0)%
   119Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  The following table shows, on a consolidated basis and by segment, how much of the increase in our net interest income was attributable to changes in the average volume of interest-earning assets and interest-bearing liabilities, how much was attributable to changes in average interest rates and how much was attributable to variation to the effects of the appreciation/depreciation of the real for 2016 and 2015, respectively: R$ in thousandsConsolidated

   Banking

   Insurance, Pension Plans and Capitalization Bonds2016/2015Increase/(decrease)Due to changes in average volume of interest‐earning assets and interest‐bearing liabilities

   5,444,190

   2,725,776

   263,365Due to changes in average interest rates

   (4,366,345)

   (453,498)

   (862,854)Due to Brazilian real appreciation/depreciation

   (50,898)

   (51,018)

   24Net change

   1,026,947

   2,221,260

   (599,465)
  Banking Our net interest income increased by 4.7% from R$46,935 million in 2015 to R$49,156 million in 2016. This increase was mainly due to an increasein theaverage volume of business contributingR$2,726 million to the result,as a result of: (i) a 12.7%increase in the average balance of interest-earning assets,increasing our revenues by R$12,199 million, mainly due to the increase of: (a) 10.5% in the average balance of loans and advances to customers; (b) 32.4% in the average balance of financial assets available for sale; and (c) 86.8% in the average balance of investments held to maturity, partially offset by: (ii) the 14.7% increase in the average balance of the interest-bearing liabilities, which impacted the results by R$9,473 million, in particular the increase of: (a) 55.3% in the average balance of funds from securities issued; and (b) 32.8% increase in the average balance of time deposits. In general, the increase in the average volume of business was mainly due to the consolidation of HSBC Brasil. This increase was partially offset by changes in the average interest rates,which had a negative impact onourresultsof R$454 million.The impact on our net interest income,due to the appreciation of thereal, wasR$51 million. Insurance, pension plans and capitalization bonds Our net interest income decreased by 10.0%, from R$5,974 million in 2015 to R$5,374 million in 2016. This reduction was mainly due to changes in average interest rates, impacting our results by R$863 million, primarily as a result of the increase in the average interest rate paid on our interest-bearing liabilities, from 10.3% in 2015 to 10.8% in 2016. This reduction was partially offset by an increasein the average volume of business,contributing with R$263 million to our result,mainly, influenced by the consolidation of HSBC Brasil. Interest and similar income The following tables show, on a consolidated basis and by segment, the average balance of the principal components of our interest-earning assets and the average interest rates earned in 2016 and 2015: Consolidated

   R$ in thousands, except %For the year ended December 31,2016

   2015

   % ChangeAverage balance of interest‐earning assetsFinancial assets held for trading

   180,250,789

   108,737,397

   65.8%Financial assets available for sale

   122,649,627

   95,434,117

   28.5%Investments held to maturity

   41,834,019

   32,732,694

   27.8%Financial assets pledged as collateral

   150,544,635

   148,107,052

   1.6%Loans and advances to banks

   67,961,405

   63,314,643

   7.3%Loans and advances to customers

   373,112,857

   337,673,348

   10.5%Compulsory deposits with the Central Bank

   55,847,576

   43,933,707

   27.1%Other interest‐earning assets

   722,571

   640,098

   12.9%Total

   992,923,479

   830,573,056

   19.5%Average interest rate earned

   14.9%

   15.3%
   120Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  Segment

   R$ in thousands, except %Banking

   Insurance, Pension Plans and Capitalization Bonds2016

   2015

   % Change

   2016

   2015

   % ChangeAverage balance of interest–earning assetsFinancial assets held for trading

   30,557,643

   26,586,105

   14.9%

   149,325,995

   81,851,926

   82.4%Financial assets available for sale

   100,437,376

   75,850,112

   32.4%

   22,211,842

   19,583,491

   13.4%Investments held to maturity

   12,485,593

   6,682,957

   86.8%

   29,348,426

   26,049,737

   12.7%Financial assets pledged as collateral

   150,544,635

   148,107,052

   1.6%

   -

   -

   -Loans and advances to banks

   67,987,562

   63,087,209

   7.8%

   17,991,407

   47,806,666

   (62.4)%Loans and advances to customers

   373,112,828

   337,649,092

   10.5%

   -

   -

   -Compulsory deposits with the Central Bank

   55,847,576

   43,933,707

   27.1%

   -

   -

   -Other interest‐earning assets

   722,571

   640,098

   12.9%

   -

   -

   -Total

   791,695,784

   702,536,332

   12.7%

   218,877,670

   175,291,820

   24.9%Average interest rate earned

   15.0%

   15.2%

   

   12.2%

   12.6%
  For further information about average interest rates by type of assets, see "Item 4.B. Business Overview – Selected Statistical Information – Average balance sheet and interest rate data." The following table shows, on a consolidated basis and by segment, how much of the increase in our interest and similar income was attributable to changes in the average volume of interest-earning assets; how much was attributable to changes in average interest rates and how much was attributable to variation to the effects of the appreciation/depreciation of therealagainst the U.S. dollar, in each case comparing 2016 and 2015: R$ in thousandsConsolidated

   Banking

   Insurance, Pension Plans and Capitalization Bonds2016/2015Increase/(decrease)Due to changes in average volume of interest‐earning assets

   22,462,631

   12,199,018

   4,680,563Due to changes in average interest rates

   (1,220,354)

   169,334

   13,152Due to Brazilian real appreciation/depreciation

   (590,154)

   (590,273)

   23Net change

   20,652,123

   11,778,079

   4,693,738
  Banking Interest and similar income increased by 11.0%, from R$106,807 million in 2015 to R$118,585 million in 2016. This increase was mainly due to changes in the average volume of business, which had a positive impact of R$12,199 million on our results, particularly in interest and similar income from: (a) loans and advances to customers; (b) financial assets available for sale; (c) compulsory deposits with the Central Bank; (d) loans and advances to banks; (e)investments held to maturity; and (f) financial assets held for trading.In general, the increase of the average volume of business was mainly due to the consolidation of HSBC Brasil. This increase was partially offset by changes in the average interest rate earned, from 15.2% in 2015 to 15.0% in 2016, primarily impacted by: (a) the average balance of financial assets available for sale; and (b) the appreciation of the Brazilianreal, impacting our interest and similar income by R$166 million. Interest and similar income from loans and advances to customers increased by 10.7%, from R$61,846 million in 2015 to R$68,452 million in 2016. This increase is related to an increase: (i) of 10.5% in the average balance of our portfolio of loans and advances to customers, from R$337,649 million in 2015 to R$373,113 million in 2016, positively impacting our interest and similar income, in the amount of R$6,506 million.The most featured operations in the period werehousing loans, payroll deductible loans and credit card operations; and (ii) in the average interest rate, contributing with R$100 million to ourinterest and similar income. Interest and similar income originating from financial assets available for sale increased by 0.7%, from R$8,538 million in 2015 to R$8,600 million in 2016. This increase is related to an increase in the average balance of these operations, from R$75,850 million in 2015 to R$100,437 million in 2016, contributing with R$2,387 million to our revenues, which was partially offset by a decrease in the average interest rate, from 11.3% in 2015 to 8.6% in 2016, impacting our results by R$2,325 million. Interest and similar income originating from compulsory deposits with the Central Bank increased by 23.5%, from R$4,587 million in 2015 to R$5,668 million in 2016. This increase was primarily due to the


27.1% increase in the average balance of these assets, from R$43,934 million in 2015 to R$55,848 million in 2016, positively impacting our interest and similar income by R$1,212 million.  121Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  Interest and similar income originating from loans and advances to banks increased by 8.2%, from R$8,031 million in 2015 to R$8,689 million in 2016. This increase was primarily due to the 7.8% increase in the average balance of these assets, from R$63,087 million in 2015 to R$67,988 million in 2016, positively impacting our interest and similar income by R$626 million. Interest and similar income originating from investments held to maturityincreased by 89.4% from R$774 million in 2015 to R$1,465 million in 2016. This increase was mainly due to an increase in the average balance of these operations, from R$6,683 million in 2015 to R$12,486 million in 2016, contributing with R$681 million to our revenues. Interest and similar income originating from financial assets held for trading increased by 44.6%, from R$2,702 million in 2015 to R$3,906 million in 2016. This increase was due to: (i) anincrease in the average interest rate, from 10.2% in 2015 to 12.8% in 2016, positively impacting our income by R$762 million; and (ii) a 14.9% increase in the average balance of these assets, from R$26,586 million in 2015 to R$30,558 million in 2016, positively impacting our interest and similar income by R$442 million. Interest and similar income originating from financial assets pledged as collateral increased by 7.2%, from R$20,270 million in 2015 to R$21,739 million in 2016. This variation was mainly due to an increase in the average interest rate, from 13.7% in 2015 to 14.4% in 2016, increasing our revenues by R$1,131 million. The effect from the appreciation of therealimpacted our interest and similar income by R$590 million. Insurance, pension plans and capitalization bonds Our interest and similar income increased by 21.3%, from R$22,076 million in 2015 to R$26,770 million in 2016. This increase was substantially due to changes in the average volume of operations, contributing with R$4,681 million to our revenues, as result of the consolidation of HSBC Brasil. Interest and similar expenses The tables below show, on a consolidated basis and by segment, the average balance of the main components of our interest-bearing liabilities and the average interest rates paid on them in 2016 and 2015: Consolidated

   R$ in thousands, except %For the year ended December 31,2016

   2015

   % ChangeAverage balance of interest‐bearing liabilitiesInterbank deposits

   1,205,451

   621,904

   93.8%Savings deposits

   93,598,769

   91,075,494

   2.8%Time deposits

   111,471,035

   83,978,162

   32.7%Funding in the open market

   232,718,923

   211,686,661

   9.9%Borrowings and onlendings

   65,927,057

   64,029,996

   3.0%Funds from securities issued

   151,629,726

   97,739,942

   55.1%Subordinated debt

   52,348,349

   38,601,843

   35.6%Insurance technical provisions and pension plans

   198,174,725

   156,922,463

   26.3%Total

   907,074,035

   744,656,465

   21.8%Average interest rate paid

   10.0%

   9.6%
  Segment

   R$ in thousands, except %Banking

   Insurance, Pension Plans and Capitalization Bonds2016

   2015

   % Change

   2016

   2015

   % ChangeAverage balance of interest‐bearing liabilitiesInterbank deposits

   1,205,451

   621,941

   93.8%

   -

   -

   -Savings deposits

   93,598,769

   91,075,494

   2.8%

   -

   -

   -Time deposits

   111,553,878

   83,995,843

   32.8%

   -

   -

   -Funding in the open market

   253,043,296

   260,100,851

   (2.7)%

   -

   -

   -Borrowings and onlendings

   65,927,057

   64,029,996

   3.0%

   -

   -

   -Funds from securities issued

   152,132,556

   97,942,610

   55.3%

   -

   -

   -Subordinated debt

   52,348,349

   38,601,843

   35.6%

   -

   -

   -Insurance technical provisions and pension plans

   -

   -

   -

   198,174,725

   156,922,463

   26.3%Total

   729,809,356

   636,368,578

   14.7%

   198,174,725

   156,922,463

   26.3%Average interest rate paid

   9.5%

   9.4%

   

   10.8%

   10.3%
   122Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  For further information on average interest rates by type of liability, see "Item 4.B. Business Overview – Selected Statistical Information – Average balance sheet and interest rate data." The following table shows, on a consolidated basis and by segment, how much of the increase in our interest and similar expenses was attributable to changes in the average volume of interest-bearing liabilities, how much was attributable to changes in average interest rates and how much was attributable to variation in the effects of the appreciation/depreciation of the real in thereal/U.S. dollar rate, in each case, for 2016 as compared to 2015: R$ in thousandsConsolidated

   Banking

   Insurance, Pension Plans and Capitalization Bonds2016/2015Increase/(decrease)Due to changes in average volume of interest‐bearing liabilities

   17,018,441

   9,473,242

   4,417,198Due to changes in average interest rates

   3,145,990

   622,832

   876,005Due to Brazilian real appreciation/depreciation

   (539,255)

   (539,255)

   -Net change

   19,625,176

   9,556,819

   5,293,203
  Banking Our interest and similar expenses increased by 16.0% from R$59,872 million in 2015 to R$69,429 million in 2016. This increase primarily reflects: (i) an increase of 14.7% in the average volume of interest-bearing liabilities mainly influenced by the consolidation of HSBC Brasil, from R$636,369 million in 2015 to R$729,809 million in 2016,impacting our expenses byR$9,473 million, mainly due to the increase of: (a) 55.3% in the average balance of funds from securities issued,impacting the expenses byR$6,126 million; (b) 32.8% in the average balance of time deposits, impactingthe expenses by R$2,109 million; and (c) 35.6%in the average balance of subordinated debt,impacting the expenses byR$1,654 million; and(ii) the change in the average interest rate paid, from 9.4% in 2015 to 9.5% in 2016, impactingour interest and similar expensesby R$623 million,mainly as a result of higher interest rates for time deposits, from 7.1% in 2015 to 7.8% in 2016, impacting the expenses by R$699 million. The effect of the appreciation of therealimpacted our interest and similar expenses by R$539 million. Insurance, pension plans and capitalization bonds Our interest and similar expenses increased by 32.9%, from R$16,102 million in 2015 to R$21,396 million in 2016. This increase primarily reflects the increase: (i) of 26.3% in the average balance of insurance technical provisions, impacting our expenses by R$4,417 million, influenced by the consolidation of HSBC Brasil; and (ii) in the average interest rate for insurance and pension plan technical provisions, from 10.3% in 2015 to 10.8% in 2016, increasing our expenses by R$876 million. Net impairment losses on loans and advances to customers In view of conceptual differences between net impairment losses on loans and advances to customers under BR GAAP and IFRS, and to provide a better understanding of the information presented, we present below a reconciliation of those accounting practice differences, as well as the related analysis of the net impairment losses on loans and advances to customers under IFRS. R$ in thousands, except %2016

   2015

   % ChangeNet Impairment losses on loans and advancesBanking - BR GAAP

   (18,829,460)

   (16,479,985)

   14.3%Accounting Pratices Diferences (IFRS x BR GAAP)

   3,479,182

   1,758,833

   97.8%Consolidated - IFRS

   (15,350,278)

   (14,721,152)

   4.3%
  The amount of impairment expenses on loans and advances for the banking segment under BR GAAP is representative of the amount of impairment expenses on a consolidated basis, which, in turn, is representative of the impairment expenses on an IFRS consolidated basis, except for any differences in accounting practices. Main difference between accounting practices for net impairment losses on loans and advances  123Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  The main difference between the accounting practice between BR GAAP (CMN Resolution No. 2,682/99), and IFRS (IAS 39), is the form of recognition and measurement of impairment losses on loans and advances. While the practice adopted by the Central Bank is provisioning based on a mix of future expected losses and incurred losses, under IFRS the recognition and measurement of impairment losses is based on actual losses incurred. For further information, see “Item 4.B. Business Overview – Regulation and Supervision – Banking Regulations – Treatment of loans and advances” and Note 3.1 to our consolidated financial statements in "Item 18. Financial Statements." The following table shows changes in our impairment on loans and advances, net impairment losses on loans and advances, loans recovered and loan charge-offs for the years ended 2016 and 2015, as well as our ratio of net impairment losses on loans and advances to loans and advances to customers (shown as a percentage of the average balance of our loans and advances to customers) in all cases based on consolidated financial information prepared in accordance with IFRS: R$ in thousands, except %2016

   2015

   % ChangeImpairment provision of loans and advances at the beginning of the year

   25,455,204

   21,132,677

   20.5%Net impairment losses on loans and advances

   15,350,278

   14,721,152

   4.3%Loan recoveries

   5,507,507

   4,144,879

   32.9%Loan charge‐offs

   (21,532,150)

   (14,543,504)

   48.1%Impairment provision of loans and advances at the end of the year

   24,780,839

   25,455,204

   (2.6)%Ratio of net impairment losses on loans and advances to average loans and advances to customers

   3.9%

   4.2%
  The balance of our impairment of loans and advances to customers decreased by 2.6%, from R$25,455 million in 2015 to R$24,781 million in 2016.This decrease was primarily due tothe greater volume of loan charge-offs, from R$14,544 million in 2015 to R$21,532 million in 2016,highlighting the greater incidence of charge-offs of the renegotiated operations. This decrease was partially offset by: (i) the increase of 4.3% in loss impairment of loans and advances, from R$14,721 million in 2015 to R$15,350 million in 2016; and (ii) the increase of 32.9%in loan recoveries, from R$4,145 million in 2015 to R$5,508 million in 2016. The balance of loans and advances to customers classified as due and without reducing the recoverable amount increased by 3.4%, from R$326,364 million in 2015 to R$337,337 million in 2016. Of this total, 96.4% of loans were rated "low risk." The impairment of loans and advances as a percentage of total loans and advances to customers changed from 6.9% in 2015 to 6.3% in 2016,highlighting the smaller loss allocated to the operations of working capital, which decreased by R$3,094 million, from R$5,922 million in 2015 to R$2,828 million in 2016, primarily due to the decrease of 7.8%in this type of loans and advances to customers. We emphasize that the volume of charge-offs in 2016 was 48.1% higher compared to 2015. Calculations of impairment of loans and advances include an individual analysis of impaired loans and advances to customers, and an analysis of losses on loans and advances to individually non-significant customers, as follows: As of December 31,

   R$ in thousands, except %2016

   2015

   % ChangeImpairment provision of loans and advances to individually significant customers

   6,575,000

   5,302,200

   24.0%Impairment provision of loans and advances to individually non-significant customers

   18,205,839

   20,153,004

   (9.7)%Total

   24,780,839

   25,455,204

   (2.6)%
  The increase of 4.3% in net impairment losses on loans and advances is related to theeffects of the deceleration of economic activity in Brazil during the period.We highlight the increase of R$9,831 million in the balance of impaired loans and advances to customers, mainly due to the increase of R$4,395 million in the balance of impaired loans and advances to customers that are overdue for more than 90 days, from R$14,820 million in 2015 to R$19,215 million in 2016. Our level of loan losses, defined as the amount of net charge-offs compared to the average balance of loans and advances to customers, including overdue loans, increased from 3.0% in 2015 to 4.1% in 2016. Our loans and advances to customers portfolio increased by 5.9% from R$370,324 million in 2015 to R$392,084 million in 2016, mainly influenced by the consolidation of HSBC Brasil. We highlight the increase of 15.6% in loans and advances to individuals, from R$147,860 million in 2015 to R$170,926 million in 2016, particularly in the following products: housing loans, payroll-deductible loans and credit cards. We believe that our impairment of loans and advances is sufficient to cover incurred losses associated with our portfolio.  124Form 20-F – December 2016




Table of Contents  5.A. Operating ResultsForm 20-F  Non-interest income The following tables show, on a consolidated basis and by segment, the principal components of our non-interest income for 2016 and 2015: Consolidated

   R$ in thousands, except %For the year ended December 31,2016

   2015

   % ChangeNet fee and commission income

   20,341,051

   17,820,670

   14.1%Net gains/(losses) on financial assets and liabilities held for trading

   16,402,770

   (8,252,055)

   -Net gains/(losses) on financial assets available for sale

   (1,341,400)

   (671,810)

   99.7%Premiums retained from insurance and pension plans

   65,027,122

   58,760,780

   10.7%Equity in the earnings of associates and joint ventures

   1,699,725

   1,528,051

   11.2%Other non-interest income

   13,042,223

   7,858,213

   66.0%Total

   115,171,491

   77,043,849

   49.5%
  Segment

   R$ in thousands, except %Banking

   Insurance, Pension Plans and Capitalization Bonds2016

   2015

   % Change

   2016

   2015

   % ChangeNet fee and commission income

   20,696,785

   19,195,003

   7.8%

   651,482

   1,497,890

   (56.5)%Net gains/(losses) on financial assets and liabilities held for trading

   14,918,934

   (7,199,397)

   -

   1,250,639

   (627,343)

   -Net gains/(losses) on financial assets available for sale

   (1,417,647)

   (370,947)

   282.2%

   805,051

   (353,679)

   -Premiums retained from insurance and pension plans

   -

   -

   -

   65,027,122

   58,760,780

   10.7%Equity in the earnings of associates and joint ventures

   1,538,058

   1,358,047

   13.3%

   168,691

   166,865

   1.1%Other non-interest income

   5,678,433

   2,656,660

   113.7%

   7,761,138

   6,900,495

   12.5%Total

   41,414,563

   15,639,366

   164.8%

   75,664,123

   66,345,008

   14.0%
  Banking Our non-interest income increased by 164.8%, from R$15,639 million in 2015 to R$41,415 million in 2016. This increase was mainly due to: (i) net gain/losses of financial assets and liabilities classified as held for trading, from a loss of R$7,199 million in 2015 to a gain of R$14,919 million in 2016, largely due toincome obtained from derivative financial instruments, mainly due to the results deriving from futures contracts (which includes the hedge for investments abroad); (ii) the increase of 7.8%in net fee and commission income, from R$19,195 million in 2015 to R$20,697 million in 2016, due to an increase of: (a) 22.0%in revenues related to checking accounts, mainly due to the improvement in the process of segmentation of customers and the increase in the business volume,as well as the effect of the consolidation of HSBC Brasil; (b) 6.4%in revenues from credit cards, due to the increase of13.6% in the traded financial volume,which reachedR$159,172 million in 2016; as well as the 16.6% growth in the amount of transactions, which reached 1.8 billion in 2016, both partially impacted by the consolidation of HSBC Brasil; and (c) 22.9%in revenues from managing consortia, mainly due to the greater volume of bids received; the increase in the average ticket; and the increase in billing on sales, whose active quotas went from 1,194 thousand in December 2015 to 1,334 thousand in December 2016; and (d) 12.9% in the revenues from collections, mainly due to the greater volume of processed documents, as well as the consolidation of HSBC Brasil; (iii) the increase of 13.3%in the result of equity in the earnings of associates and joint ventures, from R$1,358 million in 2015 to R$1,538 million in 2016, mainly due to,higher revenues from our associate Cielo S.A. (“Cielo”);and (iv) the increase in other non-financial income, basically as a result of: (a) higher revenues with the reversal of provisions for tax contingencies; and (b) the consolidation of HSBC Brasil. These events were partially offset by the increase in net losses on financial assets, from R$371 million in 2015 to R$1,418 million in 2016, primarily impacted by the recognition of impairment on fixed-income securities. Insurance, pension plans and capitalization bonds Our non-interest income increased by 14.0%, from R$66,345 million in 2015 to R$75,664 million in 2016. This performance was due mainly to: (i) an increase of 10.7% in retained insurance premiums and pension plans income, from R$58,761 million in 2015 to R$65,027 million in 2016, mainly due to the increase in insurance premiums written, from R$55,921 million in 2015 to R$62,471 million in 2016; (ii) the net gains/losses on financial assets and liabilities held for trading,which wentfrom a loss of R$627 million in 2015 to a gain ofR$1,251 million in 2016, primarily due to the result of the revenue from fixed-rate securities; (iii) the net gains/losses on financial assets available for sale,which went from a loss ofR$354 million in 2015 to a gain of R$805 million in 2016, we highlight that in 2015, the recognition of impairment losses on financial assets in the amount of R$289 million compared to R$28 million in 2016; and (iv) the increase of 12.5% in other non-interest income, largely due to thereversal of provisions for tax contingencies, to the value of R$1,082 million.  125Form 20-F – December 2016




Table of Contents  5.A. Operating ResultsForm 20-F  Main difference between balances by segment and consolidated balances In addition to the above explanations, we highlight below themain difference between our non-interest income by segment (according to BR GAAP) and our consolidated non-interest income (according to IFRS) for the year ended December 31, 2016: ·Net fee and commission income:the difference of R$1,007 million refers to: (i) the effective interest rate method in the amount of R$1,236 million; and (ii) the elimination and adjustments for other operationsthat have reduced the adjustment byR$229 million. Non-interest expense The following tables show, on a consolidated basis and by segment, the principal components of our non-interest expense for 2016 and 2015:  Consolidated

   R$ in thousands, except %For the year ended December 31,2016

   2015

   % ChangePersonnel expenses

   (17,003,783)

   (14,058,047)

   21.0%Administrative expenses

   (16,149,563)

   (13,721,970)

   17.7%Depreciation and amortization

   (3,658,413)

   (2,942,003)

   24.4%Changes in the insurance technical provisions and pension plans

   (32,781,918)

   (28,286,039)

   15.9%Retained claims

   (24,542,433)

   (21,724,043)

   13.0%Selling expenses for insurance and pension plans

   (3,547,008)

   (3,253,193)

   9.0%Net gains/(losses) on foreign currency transactions

   150,757

   (3,523,095)

   -Other non-interest expense

   (27,046,385)

   (20,846,766)

   29.7%Total

   (124,578,746)

   (108,355,156)

   15.0%
  Segment

   R$ in thousands, except %Banking

   Insurance, Pension Plans and Capitalization Bonds2016

   2015

   % Change

   2016

   2015

   % ChangePersonnel expenses

   (15,733,611)

   (13,103,515)

   20.1%

   (1,387,935)

   (1,217,211)

   14.0%Administrative expenses

   (14,979,689)

   (13,076,913)

   14.6%

   (1,331,349)

   (1,137,706)

   17.0%Depreciation and amortization

   (3,786,599)

   (2,752,946)

   37.5%

   (365,656)

   (321,462)

   13.7%Changes in the insurance technical provisions and pension plans

   -

   -

   -

   (32,781,918)

   (28,286,038)

   15.9%Retained claims

   -

   -

   -

   (24,542,433)

   (21,724,044)

   13.0%Selling expenses for insurance and pension plans

   -

   -

   -

   (3,547,008)

   (3,254,551)

   9.0%Net gains/(losses) on foreign currency transactions

   150,757

   (3,523,095)

   -

   -

   -

   -Other non-interest expense

   (20,099,585)

   (14,383,047)

   39.7%

   (7,517,507)

   (7,864,020)

   (4.4)%Total

   (54,448,727)

   (46,839,516)

   16.2%

   (71,473,806)

   (63,805,032)

   12.0%
  Banking Our non-interest expenses increased by 16.2%, from R$46,840 million in 2015 to R$54,449 million in 2016. This increase was mainly due to the increase of: (i) 20.1% in personnel expenses from R$13,104 million in 2015 to R$15,734 million in 2016, due to an increase in expenses from salaries, payroll charges and benefits as a result of: (a) an increase in salaries, in accordance with the respective 2015 and 2016 collective bargaining agreements; and (b) the effect of the consolidation of HSBC Brasil; (ii) 14.6% in administrative expenses, mainly due to: (a) the increased volume of business and services in the period, partially impacted by the effect of theconsolidation ofHSBC Brasil; (b) contract adjustments; and (c) the effect of the advertising and marketing campains, mainly related to the "Rio 2016 Olympic and Paralympic Games," during the third quarter of 2016; (iii) 37.5% in depreciation and amortization expenses, due to, principally,the amortization of goodwill related to the acquisition of HSBC Brasil in2016, in the amount of R$768 million; and(iv) 39.7% in other non-financial expenses, primarily impacted by: (a)the constitution ofprovisions for guarantees provided, comprising sureties, letters of credit and standby letters of credit, in the amount of R$2,367 million in 2016; (b) greater expenses for legal contingencies, in the amount of R$1,408 million; and (c) higher tax expenses, in the amount of R$1,369 million partially offset by net gains/losses in foreign currency operations, primarily as a result of the appreciation of the Brazilianrealagainst the U.S. dollar in the period.  Insurance, pension plans and capitalization bonds Our non-interest expenses increased by 12.0%, from R$63,803 million in 2015 to R$71,474 million in 2016. This increase was mainly due to the increase of: (i) 15.9% in our expenses from variation of insurance and pension plan technical provisions from R$28,286 million in 2015 to R$32,782 million in 2016, mainly


deriving from the increase of R$32,422 million in the volume of our technical provisions for the VGBL product, influenced by the consolidation of HSBC Brasil; and (ii) 13.0% in retained claims, mainly, in health insurance.  126Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F   Income tax and social contribution We prepare the information about segments so that management can assess the performance and make decisions regarding the allocation of resources for investments and other purposes. The calculation of the income tax and social contribution, as required by the current Brazilian laws and regulations, is performed for each legal entity and disclosed on a consolidated basis. Consequently, there is no direct relationship with the presentation per segment.Management’s decisions for tax purposes are based on analysis by individual legal entities and on a consolidated basis; consequently, Management includes consolidated data, which were discussed and analyzed, as a relevant disclosure in relation to the decision-making process. The following table shows, on a consolidated basis, the breakdown of our income tax and social contribution charges: Consolidated

   R$ in thousands, except %2016

   2015Income before income tax and social contribution

   31,905,456

   9,603,583Total income tax and social contribution charges at current rates(1)

   (14,357,455)

   (4,321,612)Effect of additions and exclusions in the tax calculation:Equity in the earnings of associates and joint ventures

   764,876

   687,623Interest on equity (paid and payable)

   3,139,102

   2,305,695Net tax credit of deferred liabilities(2)

   -

   2,341,220Other(3)

   (3,459,253)

   7,621,396Income tax and social contribution for the period

   (13,912,730)

   8,634,322Effective rate

   43.6%

   (89.9)%(1)Current rates: (i) 25.0% for income tax; (ii) of 15.0% for the social contribution to financial and similar companies, and of the insurance industry, and of 20.0%, from September 2015 to December 2018, in accordance with Law no 13,169/15; and (iii) of 9.0% for the other companies;(2)In 2015, refers to, constitution of deferred tax assets, net of deferred liabilities, related to the increase in the social contribution tax rate, according to Law no13,169/15; and(3)Basically, includes: (i) the exchange rate variation of assets and liabilities, derived from investments abroad; (ii) the equalization of the effective rate of social contribution in relation to the rate (45%) as shown; and (iii) the deduction incentives.
  Our income tax and social contribution expenses increased by R$22,547 million in 2016 as compared to 2015.This increase was primarily due to:(i) an increase of R$22,302 million in income before income tax and social contribution; and (ii) the effects of additions and deductions on the calculation of taxes, as follows: (a) change in other amounts,which went from an exclusion in the income tax and social contribution ofR$7,621 million in 2015to an additionof R$3,459 million in 2016, primarily due to exchange rate variation of assets and liabilities, deriving from investments abroad, which is non-taxable/deductible.This was due, mainly, the 16.5% appreciation of therealagainst the U.S. dollar in 2016, as compared to 2015, there was a 47.0% depreciation of therealagainst the U.S. dollar; (b) constitution of tax credit, in the amount of R$2,341 million in 2015,deriving from the restatement of deferred tax assets and liabilities, due to the higher percentage for social contribution, according to Law No. 13,169/15, which was 15% until August 2015 and, for the period between September 2015 and December 2018, changed to 20.0%; partially offset by (c) to the increase in the effect of interest on own capital, in the amount of R$833 million. For more information on income tax and social contribution, see Note 17 to our consolidated financial statements in “Item 18. Financial Statements.” Net Income As a result of the above, our net income attributable to controlling shareholders decreased by 1.3%, from R$18,133 million in 2015 to R$17,894 million in 2016. Our net income for the year also decreased by 1.3%, from R$18,238 million in 2015 to R$17,993 million in 2016.   127Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  Results of operations for the year ended December 31, 2015 compared with the year ended December 31, 2014 The following tables set forth the principal components of our net income for 2015 and 2014, on a consolidated basis and by segment. Consolidated

   R$ in thousands, except %For the year ended December 31,2015

   2014

   % ChangeNet interest income

   55,636,042

   50,045,767

   11.2%Net Impairment losses on loans and advances

   (14,721,152)

   (10,291,386)

   43.0%Non‐interest income

   77,043,849

   74,714,867

   3.1%Non‐interest expense

   (108,355,156)

   (95,138,457)

   13.9%Income before income taxes

   9,603,583

   19,330,791

   (50.3)%Income tax and social contribution

   8,634,322

   (3,914,313)

   -Net income for the year

   18,237,905

   15,416,478

   18.3%Net income attributable to controlling shareholders

   18,132,906

   15,314,943

   18.4%Net income attributable to non-controlling interest

   104,999

   101,535

   3.4%
  Segment

   R$ in thousands, except %Banking

   Insurance, Pension Plans and Capitalization Bonds2015

   2014

   % Change

   2015

   2014

   % ChangeNet interest income

   46,934,849

   43,034,717

   9.1%

   5,973,694

   4,556,146

   31.1%Net Impairment losses on loans and advances

   (16,479,985)

   (10,432,347)

   58.0%

   -

   -

   -Non‐interest income

   15,639,366

   18,941,498

   (17.4)%

   66,345,008

   58,354,327

   13.7%Non‐interest expense

   (46,839,516)

   (40,227,400)

   16.4%

   (63,805,032)

   (55,611,405)

   14.7%Income before income taxes

   (745,286)

   11,316,468

   -

   8,513,670

   7,299,068

   16.6%Income tax and social contribution

   12,621,169

   (771,896)

   -

   (3,192,918)

   (2,843,493)

   12.3%Net income for the year

   11,875,883

   10,544,572

   12.6%

   5,320,752

   4,455,575

   19.4%Net income attributable to controlling shareholders

   11,874,609

   10,532,724

   12.7%

   5,215,765

   4,354,752

   19.8%Net income attributable to non-controlling interest

   1,274

   11,848

   (89.2)%

   104,987

   100,823

   4.1%
  Net interest income The table below shows the main components of our net interest income before impairment of loans and advances for 2015 and 2014, on a consolidated basis and by segment:  R$ in thousands, except %2015

   2014

   % ChangeConsolidatedInterest and similar income

   127,048,252

   103,893,096

   22.3%Interest and similar expense

   (71,412,210)

   (53,847,329)

   32.6%Net interest income

   55,636,042

   50,045,767

   11.2%BankingInterest and similar income

   106,807,027

   91,858,460

   16.3%Interest and similar expense

   (59,872,178)

   (48,823,743)

   22.6%Net interest income

   46,934,849

   43,034,717

   9.1%Insurance, Pension Plans and Capitalization BondsInterest and similar income

   22,076,041

   14,976,204

   47.4%Interest and similar expense

   (16,102,347)

   (10,420,058)

   54.5%Net interest income

   5,973,694

   4,556,146

   31.1%
   128Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  The following table shows, on a consolidated basis and by segment, how much of the increase in our net interest income was attributable to changes in the average volume of interest-earning assets and interest-bearing liabilities, how much was attributable to changes in average interest ratesand how much was attributable to variations inthe effects of the appreciation/depreciationinthereal/U.S. dollar ratein each case for 2015 and 2014: R$ in thousandsConsolidated

   Banking

   Insurance, Pension Plans and Capitalization Bonds2015/2014Increase/(decrease)Due to changes in average volume of interest‐earning assets and interest‐bearing liabilities

   2,145,575

   573,372

   1,796,334Due to changes in average interest rates

   3,535,391

   3,417,330

   (378,666)Due to Brazilian real appreciation/depreciation

   (90,691)

   (90,570)

   (120)Net change

   5,590,275

   3,900,132

   1,417,548
  Banking Our net interest income increased by 9.1% from R$43,035 million in 2014 to R$46,935 million in 2015. This increase was mainly due to: (i) an increase in the average interest rate contributingR$3,417 million,as a result of: (a) anincrease in the average interest rate earned on our interest-earning assets, from 13.5% in 2014 to 15.2% in 2015,contributing with R$10,555 million in our net income, which was partially offset by: (b) an increase in theaverage interest rate paid on our interest-bearing liabilities, from 8.2% in 2014 to 9.4% in 2015,increasing our expenses by R$7,138million; and (ii) anincrease in theaverage volume of business, increasing ournet interest incomeby R$573 million.The devaluation of therealagainst the U.S. dollar decreased our net interest income inR$91 million. Insurance, pension plans and capitalization bonds Our net interest income increased by 31.1%, from R$4,556 million in 2014 to R$5,974 million in 2015. This growth was mainly due to an increasein the average volume of business,contributing R$1,796 million. Interest and similar income The following tables show, on a consolidated basis and by segment, the average balance of the principal components of our interest-earning assets and the average interest rates earned in 2015 and 2014: Consolidated

   R$ in thousands, except %For the year ended December 31,2015

   2014

   % ChangeAverage balance of interest‐earning assetsFinancial assets held for trading

   108,737,397

   83,791,866

   29.8%Financial assets available for sale

   95,434,117

   84,494,315

   12.9%Investments held to maturity

   32,732,694

   24,024,810

   36.2%Financial assets pledged as collateral

   148,107,052

   130,319,525

   13.6%Loans and advances to banks

   63,314,643

   76,830,557

   (17.6)%Loans and advances to customers

   337,673,348

   317,455,318

   6.4%Compulsory deposits with the Central Bank

   43,933,707

   47,038,434

   (6.6)%Other interest‐earning assets

   640,098

   605,011

   5.8%Total

   830,573,056

   764,559,836

   8.6%Average interest rate earned

   15.3%

   13.6%
  129Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  Segment

   R$ in thousands, except %Banking

   Insurance, Pension Plans and Capitalization Bonds2015

   2014

   % Change

   2015

   2014

   % ChangeAverage balance of interest–earning assetsFinancial assets held for trading

   26,586,105

   38,154,167

   (30.3)%

   81,851,926

   45,264,456

   80.8%Financial assets available for sale

   75,850,112

   68,021,629

   11.5%

   19,583,491

   16,471,883

   18.9%Investments held to maturity

   6,682,957

   36,671

   -

   26,049,737

   23,988,139

   8.6%Financial assets pledged as collateral

   148,107,052

   130,319,525

   13.6%

   -

   -

   -Loans and advances to banks

   63,087,209

   76,798,394

   (17.9)%

   47,806,666

   65,031,667

   (26.5)%Loans and advances to customers

   337,649,092

   317,431,062

   6.4%

   -

   -

   -Compulsory deposits with the Central Bank

   43,933,707

   47,038,434

   (6.6)%

   -

   -

   -Other interest–earning assets

   640,098

   605,011

   5.8%

   -

   -

   -Total

   702,536,332

   678,404,893

   3.6%

   175,291,820

   150,756,145

   16.3%Average interest rate

   15.2%

   13.5%

   

   12.6%

   9.9%
  For further information about average interest rates by type of assets, see "Item 4.B. Business Overview – Selected Statistical Information – Average balance sheet and interest rate data." The following table shows, on a consolidated basis and by segment, how much of the increase in our interest and similar income was attributable to changes in the average volume of interest-earning assets, how much was attributable to changes in average interest rates and how much was attributable to variation to the effects of the appreciation/depreciation of therealagainst the U.S. dollar, in each case comparing 2015 and 2014: R$ in thousandsConsolidated

   Banking

   Insurance, Pension Plans and Capitalization Bonds2015/2014Increase/(reduction)Due to changes in average volume of interest‐earning assets

   9,340,696

   4,227,948

   3,537,451Due to changes in average interest rates

   13,648,967

   10,555,005

   3,562,506Due to Brazilian real appreciation/depreciation

   165,493

   165,614

   (120)Net change

   23,155,156

   14,948,567

   7,099,837
  Banking Interest and similar income increased by 16.3%, from R$91,858 million in 2014 to R$106,807 million in 2015. This increase was largely due to: (i) changes in the average interest rate earned, increasing our income by R$10,555 million, mainly due to the increase in theaverage interest rate earned from:(a) loans and advances to customers; (b) financial assets pledged as collateral; and (c) loans and advances tobanks; (ii) a higher average volume of business, which had a positive impact of R$4,228 million on our results, particularly interest and similar income from: (a) loans and advances to customers; (b) financial assets pledged as collateral; (c) financial assets available for sale; and (d) financial assets held for trading. The devaluation of therealagainst the U.S. dollarincreasedour interest and similar incomein the amount of R$166 million. Interest and similar income from loans and advances to customers increased by 14.4%, from R$54,065 million in 2014 to R$61,846 million in 2015. This increase is related to: (i) an increase in the average interest rate, from 17.0% in 2014 to 18.3% in 2015, increasing results by R$4,219 million; and (ii) a 6.4% growth in the average balance of our portfolio of loans and advances to customers, from R$317,431 million in 2014 to R$337,649 million in 2015, positively impacting our interest and similar income, in the amount of R$3,562 million. The main reason for this increase in the average volume is the growth in housing loans, payroll deductible loans and credit cards segments. Interest and similar income originating from financial assets pledged as collateralincreased 45.3%, from R$13,954 million in 2014 to R$20,270 million in 2015.This increase was mainly due to: (i) an increase in the average interest rate earned, from 10.7% in 2014 to 13.7% in 2015, positively impacting our income by R$4,237 million; and (ii) a14.5% increasein the average balance of these operations, fromR$130,320 million in 2014 to R$148,107 million in 2015,positively impacting our interest and similar income, in the amount ofR$2,079 million. Interest and similar income from loans and advances to banks was positively impacted by an increase in the average interest rate, from 11.2% in 2014 to 12.7% in 2015, contributing R$1,112 million to our income. The decrease in the volume of these operations, from R$76,798 million in 2014 to R$63,087 million in 2015 negatively impacted our income by R$1,650 million.  130Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  Interest and similar income originating from financial assets available for sale increased by 12.5%, from R$7,592 million in 2014 to R$8,538 million in 2015. This increase was mainly due to an increase of 11.5% in the average balance of these operations, from R$68,022 million in 2014 to R$75,850 million in 2015, contributing R$881 million. Interest and similar income originating from financial assetsheld to maturityincreased from R$5 million in 2014 to R$774 million in 2015. This increase was mainly due to an increase in the average balance of these operations, from R$37 million in 2014 to R$6,683 million in 2015, contributing with R$769 million to our income. Insurance, pension plans and capitalization bonds Our interest and similar income increased by 47.4%, from R$14,976 million in 2014 to R$22,076 million in 2015. This increase was mainly due to an increase in our average: (i) rate of our interest-earning assets, from 9.9% in 2014 to 12.6% in 2015, contributing R$3,563 million to our income;and (ii)volume of operations, contributing R$3,357 million to our income. Interest and similar expenses The tables below show, on a consolidated basis and by segment, the average balance of the main components of our interest-bearing liabilities and the average interest rates paid on them in 2015 and 2014: Consolidated

   R$ in thousands, except %For the year ended December 31,2015

   2014

   % ChangeAverage balance of interest‐bearing liabilitiesInterbank deposits

   621,904

   695,132

   (10.5)%Savings deposits

   91,075,494

   84,921,694

   7.2%Time deposits

   83,978,162

   91,990,788

   (8.7)%Funding in the open market

   211,686,661

   192,967,597

   9.7%Borrowings and onlendings

   64,029,996

   56,123,972

   14.1%Funds from securities issued

   97,739,942

   69,849,843

   39.9%Subordinated debt

   38,601,843

   35,826,626

   7.7%Insurance technical provisions and pension plans

   156,922,463

   136,308,516

   15.1%Total

   744,656,465

   668,684,168

   11.4%Average interest rate paid

   9.6%

   8.1%
  Segment

   R$ in thousands, except %Banking

   Insurance, Pension Plans and Capitalization Bonds2015

   2014

   % Change

   2015

   2014

   % ChangeAverage balance of interest–bearing liabilitiesInterbank deposits

   621,941

   695,132

   (10.5)%

   -

   -

   -Savings deposits

   91,075,494

   84,921,694

   7.2%

   -

   -

   -Time deposits

   83,995,843

   92,009,740

   (8.7)%

   -

   -

   -Funding in the open market

   260,100,851

   258,528,965

   0.6%

   -

   -

   -Borrowings and onlendings

   64,029,996

   56,123,972

   14.1%

   -

   -

   -Funds from securities issued

   97,942,610

   69,980,074

   40.0%

   -

   -

   -Subordinated debt

   38,601,843

   35,826,626

   7.7%

   -

   -

   -Insurance technical provisions and pension plans

   -

   -

   -

   156,922,463

   136,308,516

   15.1%Total

   636,368,578

   598,086,203

   6.4%

   156,922,463

   136,308,516

   15.1%Average interest rate paid

   9.4%

   8.2%

   

   10.3%

   7.6%
  For further information on average interest rates by type of liability, see "Item 4.B. Business Overview – Selected Statistical Information – Average balance sheet and interest rate data." The following table shows, on a consolidated basis and by segment, how much of the increase in our interest and similar expenses was attributable to changes in the average volume of interest-bearing liabilities, how much was attributable to changes in average interest rates and how much was attributable to variation in the effects of the appreciation/depreciation of the real in thereal/U.S. dollar rate, in each case, for 2015 as compared to 2014:  131Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  R$ in thousandsConsolidated

   Banking

   Insurance, Pension Plans and Capitalization Bonds2015/2014Increase/(reduction)Due to changes in average volume of interest‐bearing liabilities

   7,195,121

   3,654,576

   1,741,117Due to changes in average interest rates

   10,113,576

   7,137,675

   3,941,172Due to Brazilian real appreciation/depreciation

   256,184

   256,184

   -Net change

   17,564,881

   11,048,435

   5,682,289
  Banking Our interest and similar expenses increased by 22.6% from R$48,824 million in 2014 to R$59,872 million in 2015. This increase primarily reflects: (i) a change in the average interest rates paid, from 8.2% in 2014 to 9.4% in 2015, impacting our interest and similar expenses by R$7,138 million, mainly as a result of higher rates on the following operations: (a) funding in the open market, from 9.5% in 2014 to 10.8% in 2015, impacting our expenses by R$3,374 million; (b) resources from the issuance of securities, from 9.6% in 2014 to 11.8% in 2015, increasing our expenses by R$1,817 million; (c)borrowings and onlendings, from 3.2% in 2014 to 4.8% in 2015, impacting our expenses by R$987 million; and (d)subordinated debt, from 10.6% in 2014 to 12.1% in 2015, increasing our expenses by R$575 million; and (ii) the 6.4% increase in the average volume ofinterest-bearing liabilities, from R$598,086 million in 2014 to R$636,369 million in 2015, impacting the expenses by R$3,655 million, mainly due to the increase of: (a) 40.0% in the average balance ofresources from the issuing of securities, impacting the expenses by R$3,076 million; (b) 7.2% in the average balance of saving deposits, impacting the expenses by R$411 million; and (c) 14.1% in the average balance ofborrowings and onlendings, impacting our expenses by R$285 million. Insurance, pension plans and capitalization bonds Our interest and similar expenses increased 54.5%, from R$10,420 million in 2014 to R$16,102 million in 2015. This increase primarily reflects: (i) the increase in the average interest rate for insurance and pension plan technical provisions, from 7.6% in 2014 to 10.3% in 2015, increasing our expenses by R$3,941 million; and (ii) a 15.1% increase in the average balance of insurance technical provisions, impacting our expenses by R$1,741 million. Net impairment losses on loans and advances to customers In view of conceptual differences between net impairment losses on loans and advances to customers under BR GAAP and IFRS, and to provide a better understanding of the information presented, we present below a reconciliation of those accounting practice differences, as well as the related analysis of the net impairment losses on loans and advances to customers under IFRS. R$ in thousands, except %2015

   2014

   % ChangeNet Impairment losses on loans and advancesBanking - BR GAAP

   (16,479,985)

   (10,432,347)

   58.0%Accounting Pratices Diferences (IFRS x BR GAAP)

   1,758,833

   140,961

   -Consolidated - IFRS

   (14,721,152)

   (10,291,386)

   43.0%
  The amount of impairment expenses on loans and advances for the banking segment under BR GAAP is representative of the amount of impairment expenses on a consolidated basis, which, in turn, is representative of the impairment expenses on an IFRS consolidated basis, except for any differences in accounting practices. Main difference between accounting practices for net impairment losses on loans and advances The main difference between the accounting practice between BR GAAP (CMN Resolution No. 2,682/99), and IFRS (IAS 39), is the form of recognition and measurement of impairment losses on loans and advances. While the practice adopted by the Central Bank is provisioning based on a mix of future expected losses and incurred losses, under IFRS the recognition and measurement of impairment losses is based on actual losses incurred. For further information, see “Item 4.B. Business Overview – Regulation and Supervision – Banking Regulations – Treatment of loans and advances” and Note 3.1 to our consolidated financial statements in "Item 18. Financial Statements."  132Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  The following table shows changes in our impairment on loans and advances, net impairment losses on loans and advances, loans recovered and loan charge-offs for the years ended 2015 and 2014, as well as our ratio of net impairment losses on loans and advances to loans and advances to customers (shown as a percentage of the average balance of our loans and advances to customers) in all cases based on consolidated financial information prepared in accordance with IFRS: R$ in thousands, except %2015

   2014

   % ChangeImpairment provision of loans and advances at the beginning of the year

   21,132,677

   19,858,234

   6.4%Net impairment losses on loans and advances

   14,721,152

   10,291,386

   43.0%Loan recoveries

   4,144,879

   3,924,514

   5.6%Loan charge‐offs

   (14,543,504)

   (12,941,457)

   12.4%Impairment provision of loans and advances at the end of the year

   25,455,204

   21,132,677

   20.5%Ratio of net impairment losses on loans and advances to average loans and advances to customers

   4.2%

   3.2%
  The balance of our impairment of loans and advances to customers increased by 20.5%, from R$21,133 million in 2014 to R$25,455 million in 2015.This increase was primarily due to: (i) the increase of 6.1% in the balance of loans and advances to customers;and (ii) the deceleration of the economic activity in Brazil during the period,which primarily impacted the following products: (a) working capital, whose allocated impairmentincreased by R$3,409 million, from R$2,513 million in 2014 to R$5,922 million in 2015; and (b) credit cards,where allocated lossesincreased by R$599 million, from R$3,406 million in 2014 to R$4,005 million in 2015. In 2015, our levels of past due loans,without impairmentincreased by 68.2%, from R$6,932 million in 2014 to R$11,657 million in 2015.Additionally,impaired loans increased 4.7%, from R$30,841 million in 2014 to R$32,303 million in 2015,which represented8.7%of the total loans and advances to customers in 2015, remaining almost stable compared to the last year, when it was 8.8%. Loans and advances to customers neither past due nor impaired increased by 4.8%, from R$311,424 million in 2014 to R$326,364 million in 2015, of which 97.7% were rated "low risk.” Calculations of impairment of loans and advances include an individual analysis of impaired loans and advances to customers, and an analysis of losses on loans and advances to customers not individually significant, as follows: As of December 31,

   R$ in thousands, except %2015

   2014

   % ChangeImpairment provision of loans and advances to customers individually relevant

   5,302,200

   1,589,280

   233.6%Impairment provision of loans and advances to customers not individually relevant

   20,153,004

   19,543,397

   3.1%Total

   25,455,204

   21,132,677

   20.5%
  The increase of 43.0% in net impairment losses on loans and advances is related to the increase of R$1,462 million or 4.7% in the balance of impaired loans and advances to customers, as well as the effects of the deceleration of economic activity in Brazil during the period.Loan recoveries increased by 5.6% while charge-offs increased by 12.4%, when compared to 2014. Our level of loan losses, defined as the amount of net charge-offs compared to the average balance of loans and advances to customers, including overdue loans, from 2.7% in 2014 to 3.0% in 2015. In 2015, impairment of loans and advances as a percentage of loans and advances to customers remained at 6.9%. Loans and advances to individuals increased by 4.7% from R$141,220 million in 2014 to R$147,860 million in 2015, mainly due to the housing loans and payroll-deductible loans segments. Loans and advances to corporate customers increased by 7.0% in 2015, from R$207,977 million in 2014 to R$222,464 million in 2015, mainly due to export financing and operations abroad, as a result of the foreign exchange variation during the period, andhousing loans. We believe that our impairment of loans and advances is sufficient to cover incurred losses associated with our portfolio. Non-interest income The following tables show, on a consolidated basis and by segment, the principal components of our non-interest income for 2015 and 2014:  133Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  Consolidated

   R$ in thousands, except %For the year ended December 31,2015

   2014

   % ChangeNet fee and commission income

   17,820,670

   16,739,256

   6.5%Net gains/(losses) on financial assets and liabilities held for trading

   (8,252,055)

   (1,933,003)

   326.9%Net gains/(losses) on financial assets available for sale

   (671,810)

   (991,894)

   (32.3)%Premiums retained from insurance and pension plans

   58,760,780

   50,454,983

   16.5%Equity in the earnings of associates and joint ventures

   1,528,051

   1,389,816

   9.9%Other non-interest income

   7,858,213

   9,055,709

   (13.2)%Total

   77,043,849

   74,714,867

   3.1%
  Segment

   R$ in thousands, except %Banking

   Insurance, Pension Plans and Capitalization Bonds2015

   2014

   % Change

   2015

   2014

   % ChangeNet fee and commission income

   19,195,003

   17,570,839

   9.2%

   1,497,890

   1,557,352

   (3.8)%Net gains/(losses) on financial assets and liabilities held for trading

   (7,199,397)

   (1,833,589)

   292.6%

   (627,343)

   (255,485)

   145.5%Net gains/(losses) on financial assets available for sale

   (370,947)

   (296,545)

   25.1%

   (353,679)

   (728,720)

   (51.5)%Premiums retained from insurance and pension plans

   -

   -

   -

   58,760,780

   50,454,983

   16.5%Equity in the earnings of associates and joint ventures

   1,358,047

   1,220,810

   11.2%

   166,865

   169,431

   (1.5)%Other non-interest income

   2,656,660

   2,279,983

   16.5%

   6,900,495

   7,156,766

   (3.6)%Total

   15,639,366

   18,941,498

   (17.4)%

   66,345,008

   58,354,327

   13.7%
  Banking Our non-interest income decreased by 17.4%, from R$18,941 million in 2014 to R$15,639 million in 2015. This decrease was mainly due to: (i) net losses of financial assets and liabilities classified as held for trading, which increased from R$1,834 million in 2014 to R$7,199 million in 2015, largely due tothe income obtained from derivative financial instruments and fixed income securities;and (ii)net losses on financial assets available for sale, from R$297 million in 2014 to R$371 million in 2015, noting that, in 2015,it includes the recognition of impairment losses on shares, in the amount ofR$136 million. Such events were partially offset by an increase of: (i) 9.2% in net fee and commission income, from R$17,571 million in 2014 to R$19,195 million in 2015, due to an increase of: (a) 23.1%in revenues related to checking accounts, mainly due to the improvement of the process of segmentation of customers and the increase of business volume; (b) 8.8%in revenues from credit cards, with an increase of6.1% in the traded volume,which reachedR$140,064 million in 2015; as well as the 7.5% growth in the amount of transactions, which reached 1.5 trillion in 2015; and (c) 8.5%in revenues related tocredit operations, mainly due to revenues with guarantees granted in the period; and (ii) 11.2%in the result of equity in the earnings of associated companies and joint ventures, from R$1,221 million in 2014 to R$1,358 million in 2015, mainly due to,higher revenues from our associate Cielo S.A. (“Cielo”). Insurance, pension plans and capitalization bonds Our non-interest income increased 13.7%, from R$58,354 million in 2014 to R$66,345 million in 2015. This performance was due mainly to: (i) an increase of 16.5% in retained insurance premiums and pension plans income, from R$50,455 million in 2014 to R$58,761 million in 2015, mainly due to the increase in insurance premiums written, from R$47,746 million in 2014 to R$55,921 million in 2015; and (ii) a decrease of 51.5% in net losses from financial assets available for sale from R$729 million in 2014 to R$354 million in 2015, which in 2014 it includes the recognition of impairment losses on shares, in the amount of R$617 million compared to R$289 million in 2015. These factors were partially offset by an increase of 145.5% in net losses from trading financial assets and liabilities, from R$255 million in 2014 toR$627 million in 2015, primarily a result of the revenue from fixed-rate securities. Main differences between balances by segment and consolidated balances In addition to the above explanations, we highlight below themain differences between our non-interest income by segment (according to BR GAAP) and our consolidated non-interest income (according to IFRS) for the year ended December 31, 2015: ·net fee and commission income:The difference of R$2,872 million refers to: the effective interest rate method in the amount of R$1,428 million and the elimination and adjustments for other operations in the amount of R$1,444 million; and ·net gains (losses) on financial assets classified as held for trading:The adjustment in the amount of R$307 million was mainly due to adjustments in our cash flow hedges and the


adjustment related to functional currency, in the amount of R$118 million, coming from our subsidiary in Mexico, whose functional currency is Mexican Peso.  134Form 20-F – December 2016


Table of Contents  5.A. Operating ResultsForm 20-F  Non-interest expense The following tables show, on a consolidated basis and by segment, the principal components of our non-interest expense for 2015 and 2014:  Consolidated

   R$ in thousands, except %For the year ended December 31,2015

   2014

   % ChangePersonnel expenses

   (14,058,047)

   (13,667,639)

   2.9%Administrative expenses

   (13,721,970)

   (12,971,521)

   5.8%Depreciation and amortization

   (2,942,003)

   (2,932,687)

   0.3%Changes in the insurance technical provisions and pension plans

   (28,286,039)

   (24,008,174)

   17.8%Retained claims

   (21,724,043)

   (18,143,688)

   19.7%Selling expenses for insurance and pension plans

   (3,253,193)

   (2,891,276)

   12.5%Net gains/(losses) on foreign currency transactions

   (3,523,095)

   (1,244,680)

   183.1%Other non-interest expense

   (20,846,766)

   (19,278,792)

   8.1%Total

   (108,355,156)

   (95,138,457)

   13.9%
  Segment

   R$ in thousands, except %Banking

   Insurance, Pension Plans and Capitalization Bonds2015

   2014

   % Change

   2015

   2014

   % ChangePersonnel expenses

   (13,103,515)

   (12,460,644)

   5.2%

   (1,217,211)

   (1,197,272)

   1.7%Administrative expenses

   (13,076,913)

   (12,578,064)

   4.0%

   (1,137,706)

   (1,118,542)

   1.7%Depreciation and amortization

   (2,752,946)

   (2,749,282)

   0.1%

   (321,462)

   (244,442)

   31.5%Changes in the insurance technical provisions and pension plans

   -

   -

   -

   (28,286,038)

   (24,008,174)

   17.8%Retained claims

   -

   -

   -

   (21,724,044)

   (18,143,688)

   19.7%Selling expenses for insurance and pension plans

   -

   -

   -

   (3,254,551)

   (2,892,373)

   12.5%Net gains/(losses) on foreign currency transactions

   (3,523,095)

   (1,244,680)

   183.1%

   -

   -

   -Other non-interest expense

   (14,383,047)

   (11,194,730)

   28.5%

   (7,864,020)

   (8,006,914)

   (1.8)%Total

   (46,839,516)

   (40,227,400)

   16.4%

   (63,805,032)

   (55,611,405)

   14.7%
  Banking Our non-interest expenses increased by 16.4%, from R$40,227 million in 2014 to R$46,840 million in 2015. This increase was mainly due to the increase of: (i) 5.2% in personnel expenses from R$12,461 million in 2014 to R$13,104 million in 2015, due to an increase in expenses from salaries, payroll charges and benefits as a result of increase in salaries, in accordance with the respective 2014 and 2015 collective bargaining agreements; (ii) 4.0% in administrative expenses, mainly due to: (a) contract adjustments; (b) the increased volume of business and services in the period; and (c) the depreciation of 47.0% of the Brazilianrealagainst the U.S. dollar in the period. The IPCA inflation rates in the last 12 months, reached 10.7%, thus evidencing our consistent cost controloriginating from actions of the Efficiency Committee, whose efficiency initiatives resulted in the rebalancing between personnel and administrative expenses; (iii) 183.1% in net losses in foreign currency operations, primarily as a result of the depreciation in the Brazilianrealagainst the U.S. dollar in the period; and (iv) 28.5% in other non-financial expenses, which were mainly impacted by: (a) provisioning for tax contingencies; (b) expenses for impairment analysis; (c) tax expenses; and (d) expenses for legal contingencies. Insurance, pension plans and capitalization bonds Our non-interest expenses increased by 14.7%, from R$55,611 million in 2014 to R$63,805 million in 2015. This increase was mainly due to the increase of: (i) 17.8% in our expenses from variation of insurance and pension plan technical provisions from R$24,008 million in 2014 to R$28,286 million in 2015, mainly deriving from the increase of R$19,104 million in the volume of our technical provisions for the VGBL product; and (ii) 19.7% in retained claims, mainly, in health insurance. Income tax and social contribution We prepared the information about segments so that the Management could assess the performance and make decisions regarding the allocation of resources for investments and other purposes. The calculation of the income tax and social contribution, as required by the current Brazilian laws and regulations, is performed for each legal entity and disclosed on a consolidated basis. Consequently, there is no direct relationship with the presentation per segment.Management’s decisions for tax purposes are


based on analysis by individual legal entities and on a consolidated basis; consequently, Management includes consolidated data, which were discussed and analyzed, as a relevant disclosure in relation to the decision-making process.  135Form 20-F – December 2016


Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  The following table shows, for the Company, the breakdown of our income tax and social contribution charges: Consolidated

   R$ in thousands, except %2015

   2014Income before income tax and social contribution

   9,603,583

   19,330,791Total income tax and social contribution charges at current rates(1)

   (4,321,612)

   (7,732,316)Effect of additions and exclusions in the tax calculation:Equity in the earnings of associates and joint ventures

   687,623

   555,926Interest on equity (paid and payable)

   2,305,695

   1,438,003Net tax credit of deferred liabilities

   2,341,220

   -Other(2)

   7,621,396

   1,824,074Income tax and social contribution for the period

   8,634,322

   (3,914,313)Effective rate

   (89.9)%

   20.2%(1)Current rates: (i) 25% for income tax; (ii) of 15% for the social contribution; and(2)Basically, includes: (i) the exchange rate variation of assets and liabilities, derived from investments abroad; and (ii) the deduction incentives.
  Income tax and social contribution expenses decreased by R$12,549 million in 2015 as compared to 2014. This decrease was primarily due to: (i) a decrease in income before income tax and social contribution; and (ii) the effects of additions and deductions on the calculation of taxes, as follows: (a) the change in others, from R$1,824 million in 2014 to R$7,621 million in 2015, mainly related to the foreign exchange variation of assets and liabilities, deriving from investments abroad, which is nontaxable. This was primarily a reflection on the depreciation of the real by 47.0% against the U.S. dollar in 2015, and 13.4% in 2014; (b) a deferred tax asset in the amount of R$ 2,341 million, as a result of monetary restatement of deferred tax assets and liabilities due to the results from a higher tax rate for social contribution, pursuant to Law No. 13,169/15, which until August 2015 was 15.0% and, for the period between September 2015 and December 2018, changed to 20.0%; and (c) to the higher effect of interest on own capital, in the amount of R$868 million. For more information on income tax and social contribution, see Note 17 to our consolidated financial statements in “Item 18. Financial Statements.” Net Income As a result of the above, our net income attributable to controlling shareholders increased by 18.4%, from R$15,315 million in 2014 to R$18,133 million in 2015. Our net income for the year recorded a percentage increase similar to our net income attributable to controlling shareholders, increasing from R$15,416 million in 2014 to R$18,238 million in 2015. 5.B. Liquidity and Capital Resources
 Asset and liability management Our general policy on asset and liability management is to manage interest rate, liquidity, foreign exchange and maturity risks in order to maximize our net interest income and our return on assets and equity, in light of our internal risk management policies, and maintain adequate levels of liquidity and capital. As part of our asset and liability management, we seek to avoid material mismatches between assets and liabilities by matching, to the extent possible, the maturity, currency and interest rate structure of loans we make with terms of the transactions under which we fund these loans. Subject to our policy constraints and the limits established by our Board of Directors, we occasionally take mismatched positions in relation to interest rates, maturities and, in more limited circumstances, foreign currencies, when we believe such positions are justified in view of market conditions and prospects. We monitor our asset and liability positions in accordance with Central Bank requirements and guidelines. Our Treasury Executive Committee for Asset and Liability Management meets on a weekly basis to: ·evaluate action strategies relating to asset and liability management, within the limits established, based on an analysis of the political-economic scenarios, at national and international level; ·monitor and countersign the pricing strategies of asset, liability and derivative operations with our clients;  136Form 20-F – December 2016


Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  ·define internal prices of transfer of resources (Funds Transfer Price - FTP) of liabilities and assets in local and foreign currency; ·approve the proposal on the limit of tolerance for exposure to risks to be submitted to the approval of the GOGIRAC and the Board of Directors; and ·monitor and countersign results, strategies, behaviors and risks of mismatch and indexes maintained by us and managed by out Treasury Department. In making such decisions, we evaluate not only our exposure limits for each market segment and product, but also market volatility levels and the extent to which we are exposed to market risk through interest, maturity, liquidity and currency mismatches. We also consider other potential risks, as well as market liquidity, our institutional needs and perceived opportunities for gains. Our Treasury Executive Committee for Asset and Liability Management holds extraordinary meetings as required in response to unexpected macroeconomic changes. In addition, we receive daily reports on our mismatched and open positions, while our Treasury Executive Committee for the Asset and Liability Management assesses our risk position every two weeks. Liquidity and funding We have policies, procedures, metrics and limits in place aimed at controlling liquidity risks. The components of our Minimum Liquidity Reserve (“RML”) are in line with best market practices as well as Basel III requirements. Our Treasury Department acts as a support center for our different business segments by managing our funding and liquidity positions, and executing our investment objectives in accordance with our asset and liability management policies. We are also responsible for setting rates for our different products, including exchange and interbank transactions. Our Treasury Department covers any funding shortfall by borrowing in the interbank market. It seeks to maximize efficient use of our deposit base by investing any surpluses in liquid instruments in the interbank market. We have used our excess liquidity to invest in Brazilian government securities and expect to continue doing so, subject to regulatory requirements and investment considerations. Our principal sources of funding are: ·demand, savings, and time deposits, as well as interbank deposits; and ·funding in the open market, borrowings and onlendings, funds from securities issued and subordinated debt, part of which is denominated in foreign currencies.  The following table shows the average balance and average real interest rates of our sources of funding (interest-bearing, as well as non-interest-bearing) for the periods indicated measured using month-end balances: R$ in thousands, except %

   2016

   2015

   2014Average balance

   % of total

   Average rate

   Average balance

   % of total

   Average rate

   Average balance

   % of total

   Average rateInterest‐bearing liabilitiesInterbank deposits

   1,205,451

   0.1%

   10.6%

   621,904

   0.1%

   12.0%

   695,132

   0.1%

   12.4%Savings deposits

   93,598,769

   8.6%

   7.2%

   91,075,494

   10.4%

   7.1%

   84,921,694

   10.7%

   6.4%Time deposits

   111,471,035

   10.3%

   7.8%

   83,978,162

   9.6%

   7.1%

   91,990,788

   11.6%

   7.0%Funding in the open market

   232,718,923

   21.5%

   11.5%

   211,686,661

   24.3%

   11.1%

   192,967,597

   24.3%

   9.9%Borrowings and onlendings

   65,927,057

   6.1%

   5.9%

   64,029,996

   7.3%

   4.8%

   56,123,972

   7.1%

   3.2%Funds from securities issued

   151,629,726

   14.0%

   11.3%

   97,739,942

   11.2%

   11.8%

   69,849,843

   8.8%

   9.6%Subordinated debt

   52,348,349

   4.8%

   12.0%

   38,601,843

   4.4%

   12.1%

   35,826,626

   4.5%

   10.6%Insurance technical provisions and pension plans

   198,174,725

   18.3%

   10.8%

   156,922,463

   18.0%

   10.3%

   136,308,516

   17.1%

   7.6%Total interest‐bearing liabilities

   907,074,035

   83.7%

   10.0%

   744,656,465

   85.4%

   9.6%

   668,684,168

   84.1%

   8.1%Non‐interest‐bearing liabilitiesDemand deposits

   32,645,961

   3.0%

   -

   26,969,963

   3.1%

   -

   35,138,920

   4.4%

   -Other non‐interest‐bearing liabilities

   143,993,002

   13.3%

   -

   99,995,194

   11.5%

   -

   91,429,077

   11.5%

   -Total non‐interest‐bearing liabilities

   176,638,963

   16.3%

   -

   126,965,157

   14.6%

   -

   126,567,997

   15.9%

   -Total liabilities

   1,083,712,998

   100.0%

   8.4%

   871,621,622

   100.0%

   8.2%

   795,252,165

   100.0%

   6.8%
  Deposits are our most important source of funding, accounting for 22.0% of average total liabilities in2016, compared to 23.2% in2015and26.8% in2014.Our deposits balance over these years progressed in the following manner:  137Form 20-F – December 2016


Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  ·in 2015, the average balance of our deposits decreased by 4.7% in comparison to 2014, mainly due to the decrease of 23.2% in the average balance of our demand deposits and the decrease of 8.7% in our time deposits, which were partially offset by the increase of 7.2% in the average balance of our savings deposits; and ·in 2016, the average balance of our deposits increased by 17.9% in comparison to 2015, mainly due to the increase of 32.7% in the average balance of our time deposits and 21.0% in our demand deposits. Funding in the open market, borrowings and onlendings and funds from securities issued represent our main sources of funding, accounting for 41.5% of total average liabilities in 2016, compared to 42.8% in 2015 and 40.1% in 2014. The following table shows, as of the dates indicated, our sources of funding and liquidity, as well as other non-interest-bearing liabilities: As of December 31,

   R$ in thousands2016

   2015

   2014Interbank deposits

   588,872

   466,448

   641,205Savings deposits

   97,088,828

   91,878,765

   92,154,815Time deposits

   103,137,867

   79,619,267

   85,790,391Funding in the open market

   241,978,931

   222,291,364

   219,359,890Borrowings and onlendings

   58,196,002

   70,337,884

   58,998,135Funds from securities issued

   151,101,938

   109,850,047

   85,030,399Subordinated debt

   52,611,064

   50,282,936

   35,821,666Insurance technical provisions and pension plans

   215,840,000

   170,940,940

   146,559,220Total interest-bearing liabilities

   920,543,502

   795,667,651

   724,355,721Demand deposits

   33,420,111

   23,819,783

   33,027,296Other non‐interest‐bearing liabilities

   132,586,836

   116,301,326

   90,776,194Total non‐interest‐bearing liabilities

   166,006,947

   140,121,109

   123,803,490Total liabilities

   1,086,550,449

   935,788,760

   848,159,211
  138Form 20-F – December 2016


Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  Deposits Deposits accounted for 21.6% of total liabilities as of December 31, 2016. Our deposits consist primarily ofreal-denominated, interest-bearing time and savings deposits andreal-denominated, non-interest-bearing demand deposits. The increase in the average balance of the time and demand deposits was mainly due to the larger volume of funding of these deposits, partially influenced by theconsolidation ofHSBC Brasil. For additional information regarding our deposits, see "Item 4.B. Business Overview – Selected Statistical Information – Average deposit balances and interest rates." Funding in the open market Funding in the open marketconsist mainly of funds we obtained from banks in the market by selling securities with agreements to repurchase. As of December 31, 2016, we had funding in the open market in the amount of R$241,979 million, an increase of R$19,688 million compared to the balance in December 31, 2015, which was R$222,291 million. Borrowings and onlendings Borrowings consist primarily offunding fromlines obtained from banking correspondents for import and export financings, as well as issuances of short-term debt securities.Our access to this source of resources has been continuous, and funding occurs with rates and terms according to market conditions. Onlendings consist primarily of funds borrowed for local onlending, in which we borrow from Brazilian governmental agencies and entities to make loans to Brazilian entities for investments in facilities, equipment and farming, among others. As of December 31, 2015, the balance of our borrowings and onlendings totaled R$70,338 million, an increase of R$11,340 million compared to December 31, 2014. The increase was mainly due to: (i) an increase of R$15,437 million in borrowings and onlendings denominated in, or indexed to, foreign currencies, which increased from R$16,682 million as of December 31, 2014 to R$32,119 million as of December 31, 2015, as a result of the 47.0% depreciation of the Brazilianrealagainst the U.S. dollar; and it was partially offset by: (ii) a 9.7% or R$4,097 million decrease in the funds raised via borrowings and onlendings in the country, mainly through FINAME transactions. As of December 31, 2016, the balance of our borrowings and onlendings totaled R$58,196 million, a decrease of R$12,142 million compared to December 31, 2015. The decrease was mainly due to: (i) a decrease of R$9,961 million in borrowings and onlendings denominated in, or indexed to, foreign currencies, which balance was from R$32,119 million in 2015 to R$22,158 million in 2016, partially as a result of the 16.5% appreciation of therealagainst the U.S. dollar in the period: (ii) the decrease in the funds raised via borrowings and onlendings in the country, mainly through FINAME transactions; and offset by: (iii) the increase in the volume of funds raised through BNDES operations. Funds from securities issued Funds from securities issued mainly consist of: (i) financialnotes (letras financeiras); (ii) real estate credit notes; (iii) agribusiness notes (letras de agronegócio); (iv) euronotes and (v) securities issued through securitization. As of December 31, 2015, our funds from securities issued totaled R$109,850 million reflecting an increase of R$24,820 million from December 31, 2014. The increase in our funds from securities issued was mainly due to increases: (i) of R$16,731 million in funds from the issuance of financial notes; (ii) of R$8,360 million in real estate credit notes; partially offset by: (iii) a lower volume of operations abroad, in the amount of R$810 million. As of December 31, 2016, our funds from securities issued totaled R$151,102 million reflecting an increase of R$41,252 million from December 31, 2015. The increase in our funds from securities issued was mainly influenced by: (i) the increase of R$36,821 million in funds from the issuance of financial notes; (ii) the increase of R$6,732 million in real estate credit notes; and (iii)the consolidation of HSBC Brasil; and partially offset by: (iv) a lower volume of operations abroad, in the amount of R$3,709 million. Subordinated debt The subordinated debts totaled R$50,283 million in December 2015, a 40.4% increase, or R$14,461 million, primarily due to the: (i) issuance of new subordinated debts; (ii) exchange rate variation; and partially offset by: (iii) the maturities of debts occurred in the periods.   139Form 20-F – December 2016


Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  The subordinated debts totaled R$52,611 million in December 2016, a 4.6% increase, or R$2,328 million, primarily due to the issuance of new subordinated debts in the period. Sources of additional liquidity From the implementation of the New Brazilian Payment System in April 2002, the Central Bank has offered a credit line from the portfolio of government securities issued by the National Treasury to provide liquidity to financial institutions, which is defined as re-discount (or “redesconto”). This line can be used in the “intra-day” condition, or for a longer term negotiated with the Central Banks, which discloses the differentiated prices for the acceptance of these securities as collateral. There is also a traditional re-discount line, where financial institutions offer assets represented by credit operations or illiquid securities. In this case, the institution will open formal proceedings with the Central Bank, presenting the reasons for the request, projected cash flow, liquidity recovery plan, as well as detailing the assets to be re-discounted and the proposed payment flow to the Central Bank. The Central Bank, upon analysis, will decide whether or not to release the liquidity line, costs, and other measures deemed necessary. Cash flow In 2016, 2015 and 2014, our cash flow was primarily affected by our business strategy and alterations in the Brazilian economic environment. The following table shows the principal variations in cash flows during the periods indicated: For the year ended December 31,

   R$ in thousands2016

   2015

   2014Net cash provided by (used in) operating activities

   53,959,218

   (61,354,165)

   80,799,123Net cash provided by (used in) investing activities

   9,152,341

   (11,961,302)

   (3,443,356)Net cash provided by (used in) financing activities

   (23,524,819)

   12,994,265

   8,999,501Net increase (decrease) in cash and cash equivalents

   39,586,740

   (60,321,202)

   86,355,268
  2016 In 2016, we had a net increase of R$39,587 million in cash and cash equivalents due to net cash provided by operating activities, in the amount of R$53,959 million; and investing activities, in the amount of R$9,152 million. These increases were partially offset by the net decrease in cash used in our financing activities, in the amount of R$23,525 million. In 2016, cash provided by our operating activities, including adjustments to income, resulted primarily from (i) interest paid/received, in the amount of R$25,777 million; (ii) lower compulsory deposits with the Central Bank in the amount of R$11,651 million; (iii) a reduction in loans and advances to financial institutions, in the amount of R$10,368 million; (iv) a decrease in financial assets held for trading, in the amount of R$9,700 million; and (v) variation in insurance technical provisions and pension plans, in the amount of R$ 32,782 million. These events were partially offset by an increase: (i) in loans and advances to customers, in the amount of R$49,649 million and (ii) in financial assets held for trading, in the amount of R$40,428 million. Cash provided by our investing activities, resulted primarily from (i) interest received in the amount of R$12,668 million and (ii)the net acquisition/disposal of financial assets available for sale, in the amount of R$7,428 million. These events were partially offset by: (i) the acquisition of subsidiaries, net of cash and cash equivalents paid/received, in the amount of R$7,189 million; and(ii) the acquisition of fixed assets used, equipment and intangible assets in the amount of R$5,123 million. Cash used in our financing activities isprincipally aresult of: (i)interest paid and interest on capital and dividends payment, in the amount of R$26,116 million; partially offset by the issuance ofsubordinated debt, in the amount of R$3,787 million and R$690 million. 2015 In 2015, we had a net decrease of R$60,321 million in cash and cash equivalents due to net cash from operating activities, in the amount of R$61,354 million; and investing activities, in the amount of R$11,961 million. These decreases were partially offset by net cash provided by our financing activities, in the amount of R$12,994 million. In 2015, cash used in our operating activities resulted primarily from an increase in: (i) financial assets held for trading in the amount of R$80,159 million; and (ii) loans and advances to customers in the amount of R$95,026 million. These events were partially offset by: (i) net decrease in funds from financial


institutions in the amount of R$40,279 million; (ii) receipt/payment of interest, in the net amount of R$23,901 million; (iii) a decrease in financial liabilities held for trading, in the amount of R$16,030 million; and (iv) the variation of technical provisions for insurance and pension plans, in the amount of R$28,286 million.  140Form 20-F – December 2016


Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  The cash used in our investing activities resulted principally from: (i)the net acquisition/disposal of financial assets available for sale, in the amount of R$22,007 million; and(ii) the acquisition of property, equipment and intangible assets in the amount of R$4,154 million. These events were partially offset by interest received in the amount of R$13,033 million. The cash generated by our financing activitiesprincipallyresulted from: (i) funds from securities issued in the amount of R$68,385 million; and (ii) issuance of subordinated debt, in the amount of R$11,304 million. These events were partially offset by the:(i) payment of funds from securities issued in the amount of R$49,218 million; (ii)payments of interest on equity and dividends in the amount of R$5,008 million; (iii) interest paid, in the amount of R$11,094 million; and (iv)payment of subordinated debt, in the amount of R$1,271 million. 2014 In 2014, we had a net increase of R$86,355million in cash and cash equivalentsdue to net cash from operating activities, in the amount of R$80,799 million and from financing activities, in the amount of R$9,000 million. These increases were impacted by net cash being used for our investing activities, in the amount of R$3,443 million. In 2014, cash from our operating activities resulted primarily from: (i) decrease in loans and advances to banks in the amount of R$19,562 million; (ii) net increase in funds from financial institutions and customers in the amount of R$63,358 million; (iii) receipt/payment of interest, in the net amount of R$22,073 million, (iv) a decrease in financial assets held for trading, in the amount of R$14,690 million; and (v) the variation of technical provisions for insurance and pension plans, in the amount of R$24,008 million. These events were partially offset by an increase in loans and advances to customers in the amount of R$88,723 million. The cash used in our investing activities resulted primarily from: (i) the disposal and acquisition of financial assets available for sale, in the net amount of R$11,183 million; and (ii) the acquisition of property, equipment and intangible assets in the amount of R$2,830 million. The aforementioned events were partially offset by interest received in the amount of R$9,143 million. The cash from our financing activities primarily resulted from funds from securities issued in the amount of R$53,526 million. This event was partially offset by: (i) payments of funds from securities issued in the amount of R$32.578 million; (ii) payments of interest on equity and dividends in the amount of R$3,925 million; (iii) interest paid, in the amount of R$4,704 million; and (iv) payments of subordinated debt, in the amount of R$2,706 million. Capital compliance - Basel III The G20's December 2010 conference voted to institute a package of measures (known as "Basel III") that had been proposed by the Basel Committee on Banking Supervision to remedy deficiencies revealed by the recent economic crisis. The purpose of this reform is to enhance capital and liquidity management rules for financial institutions, thus strengthening the banking sector and dampening the impact of financial crises and their consequences for the real economy. The first measure requires financial institutions to strengthen their capital levels. Common equity primarily comprises share capital (non-redeemable non-cumulative common and preferred shares), plus retained earnings, less amounts related to regulatory adjustments (tax credits, goodwill paid on acquisition of investments and deferred fixed assets, among others). After allowing for all deductions, Basel III will require banks to hold: (i) a common equity ratio of at least4.5%; (ii) a Tier I capital ratio of at least 6.0%; and (iii) a minimum total capital ratio of 8.0%. In January 2011, the Basel Committee on Banking Supervision(“BCBS”)published a document known as the "January 13 Annex" in which it extended Basel III rules with additional requirements applicable to Tier 1 and 2 Capital. Under the January 13 Annex rules, a capital instrument issued by a bank must include a provision enabling the competent regulatory body to either cancel this instrument, or convert it to common shares on the occurrence of a "trigger event." A "trigger event" is whichever of the following occurs first: (i) a decision that a cancellation is necessary, without which the bank would become insolvent; and (ii) the decision to make a public capital injection, or equivalent subsidy, without which the bank would become insolvent. These additional requirements will apply to all instruments issued after January 1, 2013; otherwise,


any qualified instruments issued before that date and which do not meet the additional requirements (although meeting other requirements as of the date of the issuance) will be gradually deducted from capital measurement for a period of ten years as of 2013.  141Form 20-F – December 2016


Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  In June 2011, the BCBSreleased the report“Basel III: A global regulatory framework for more resilient banks and banking systems – revised,” as an international regulatory response to the 2008 financial and banking crisis. The revised version of Basel III regulations aims at improving the quality and quantity of financial institutions capital, with the purpose of making the financial system more resilient and reducing risks and costs. This Accord reflects a continuing change towards the improvement of the prudential structure applicable to financial institutions, with the main elements being the regulatory capital and the amount of allocated capital. Basel III recommendations stipulate altered capital requirements for counterparty credit risk, both for the standard approach and for internal risk rating based approaches (“IRBs”), in order to ensure inclusion of material risks in capital structure. The Basel III Accord recommends implementation of a leverage ratio as a supplementary capital measure, to be calculated by dividing Tier I capital by total exposure. For calculating total exposure, Basel III uses accounting data net of provisions, without deducting any credit risk mitigator or deposits. As from January 2018 there is to be a minimum requirement for the leverage ratio, which was originally set at 3.0%. Furthermore, in order to determine minimum requirements for quantitative liquidity of financial institutions, Basel III proposes two liquidity ratios: a short-term and a long-term one. The purpose of the short-term liquidity ratio (Liquidity Coverage Ratio, or “LCR”) is to show that institutions have sufficient high-liquidity funds to withstand a one-month financial stress scenario. The purpose of the long-term liquidity ratio (Net Stable Funding Ratio, or “NSFR”) is to encourage institutions to finance their activities from more stable sources of funding. Basel III has set forth the requirement of a ratio of more than one for the LCR as from January, 2015 and the NSFR as from January, 2018. Brazil has been a member of the BCBS since late 2009 and has adopted Basel III proposals. The Central Bank issued Notice No. 20,615/11 on preliminary guidelines and schedules for implementing recommendations on capital structure and liquidity requirements. According to this communication, the regulator intended to bring forward the implementation of several measures. In June 2011, CMN published Resolution No. 3,988/11, which states that the Brazilian financial institutions should implement a capital management structure compatible with the nature of their operations, the complexity of the products and services offered and their risk exposure. Capital management is defined as a continuous process of (i) monitoring and controlling the financial institution’s capital, (ii) calculating the capital need in view of the risks to which the financial institution is exposed to and (iii) planning goals and capital requirements considering the strategic objectives of the institution. Financial institutions shall disclose to the general public a report describing its capital management structure at least on an annual basis. Under the Central Bank's preliminary rules, Brazil would follow the international schedule for gradually adopting capital requirements and definitions over the coming years. The original schedule proposed by the Central Bank was planned to begin on January 2013. However, it was postponed to March 2013 and the final term for the implementation of the referred rules is January 2019. Provisional Measure No. 608/13, enacted in February 2013, sets forth the regulatory measures that Brazil has been adopting to adhere to the recommendations of Basel III, which was converted into Law No. 12,838/13. This rule changes the provision for capital to be recognized by financial institutions, addressing presumed credit and credit securities and instruments issued by financial institutions to comprise their Capital. It also states that the distribution of dividends to shareholders of financial institutions is subject to compliance with the prudential rules established by CMN. In March 2013, the Central Bank published four Resolutions and 15 Circulars, by way of which it implemented the recommendations from the BCBS. In line with international recommendations and current practice, the minimum capital level was determined as a percentage of risk-weighted assets. In accordance with the rules set forth by the CMN Resolution No. 4,192/13, recently amended by CMN Resolutions No. 4,440/15 and No. 4,442/15, the Capital of a financial institution consists of Tier I Capital plus Tier II Capital and is used when setting its operating limits. Tier I Capital is aimed at helping the bank remain solvent, that is, remain a going concern. Tier II Capital is contingent capital, subject to conversion into equity in case of insolvency. When Basel III rules came into effect, Tier I Capital was broken down into 2 categories: Common equity, comprising mainly by


shares and reserves; and Additional Capital, comprising mainly instruments that are analogous to hybrid capital and debt instruments.  142Form 20-F – December 2016


Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  CMN Regulations that introduced Basel III rules in Brazil are stricter and more comprehensive when defining instruments eligible for inclusion in each capital category and set forth the deductions of some items, from Common equity, Additional Capital and Tier II Capital. Following the recommendations of Basel III, the CMN Resolution No. 4,193/13 introduced the Additional Common Equity, comprised by the: Common Equity Conservation Buffer, Common EquityCountercyclical Buffer (“ACCPBrasil”), andCommon EquitySystemically Importance Buffer. Under this Resolution, the value of the Common Equity Conservation Buffer and theACCPBrasil will gradually increase, starting from0.625% as from January 2016 and reaching 2.5% as from January 2019. The Common EquitySystemically Importance Bufferwill gradually increase from 0.5% as from January 2017 to 2.0% as from January 2019. Moreover, the Central Bank is to determine the calculation methodology for theACCPBrasiland theCommon EquitySystemically Importance Buffer.The Central Bank Circular No. 3,768/15 establishes the methodology for calculating the Additional Portion of Systemic Importance of the Principal Capital, which corresponds to the multiplication between the assets weighted by risk and the annual factor of systemic importance ("FIS"). The value of the FIS, in turn, is defined based on the ratio between the value of the total exposure and the value of the GDP, considering the following gradation: (i) if the reason for total exposure/GDP is less than 10.0%, the value of the FIS is zero; (ii) if the reason for total exposure/GDP is equal to or greater than 10.0% and less than 50.0%, the FIS will vary from 0.25% from January to December 2017, and 1.0% from January 2019; and (iii) if the reason for total exposure/GDP is greater than 50.0%, the FIS will vary from 0.5% from January to December 2017, and 2.0% from January 2019. Now according to the Central Bank Circular No. 3,769/15, the amount of the ACCPBrasil must not exceed 1.25% of risk-weighted assets, in the period between January to December 2017. In addition, article 3 of this same circular, established that the value of ACCPBrasil is equal to 0%. By the end of the transitional period in 2019, the portions that comprise the Additional Common Equity (Common Equity Conservation Buffer,ACCPBrasil,Common EquitySystemically Importance Buffer) will have to be at least 2.5% of risk-weighted assets. Under normal market conditions, financial institutions must hold excess capital in relation to the minimum requirements in an amount greater than additional Common Equity, as defined. Failure to comply with additional Common Equity rules will lead to restrictions affecting distribution of dividends, bonuses, earnings, profit sharing and incentive compensation geared to the performance of institutions’ managements. Under the current rule, Brazilian financial institutions, ourselves included, must hold a capital base (Regulatory Capital - “RC”) of 9.25% or more of total RWA (Basel ratio) from January 2017 to December 2017 and calculated using specific criteria determined by the Central Bank. The calculation of the RC is subject to various deductions, including weighting factors that vary according to the nature of the asset. As of December 31, 2016, our Basel ratio was 15,4% of total RWA, which is higher than the 9.875% level required by the Central Bank until December 2016, disregarding the conservation buffer. The following table shows our capital positions as a percentage of total risk-weighted assets. As of December 31,

   In %Basel III (1)Prudential Consolidated

   Basel IIIFinancialConsolidated2016

   2015

   2014Tier I Capital

   12.0%

   12.7%

   12.9%Common Equity

   11.2%

   12.7%

   12.9%Additional Capital

   0.8%

   -

   -Total Ratio

   15.4%

   16.8%

   16.5%(1)As of January 2015, capital is calculated based on Prudential Consolidated, according to CMN Resolution 4,192/13.
  The implementation of the new capital structure in Brazil began in October 2013. CMN Resolution No. 4,192/13, as amended a number of times in 2013, 2014 and 2015, which replaces CMN Resolution No. 3,444/07, provides for a new methodology to calculate RC. Given that this methodology requires the introduction of new adjustments, we adapted the numbers shown above demonstrating the transition from Basel II to Basel III. In February 2015, the CMN issued Resolution No. 4,401/15, which came into effect in October 2015 and addresses the definition and minimum limits of the LCR, which is defined as the ratio of the reserve of


high liquidity assets to the total cash outflows foreseen for a 30-day period, under stress conditions. The major purpose of this ratio is to provide for the set-up and maintenance of a minimum reserve of net assets in normal market conditions, to be used to maintain the continuity of business and the stability of the financial system in periods of higher shortage or needed liquidity.  143Form 20-F – December 2016


Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  The LCR will be applied to financial institutions with total assets over R$100.0 billion or which are part of a prudential conglomerate with total assets higher than said amount. The minimum limit needs to be supervised on a daily basis by the financial institutions in periods of lack of financial stress. The Central Bank Circular No. 3,748/15 on the Leverage Ratio (“LR”) came into effect in October, 2015, in response to BCBS recommendations. This ratio, in conjunction with the Total Capital Ratio, is aimed at limiting a financial institutions ́ risk exposure and it also assesses leverage through the ratio between Tier I capital and book value assets plus off-balance exposure (overdraft facilities, sureties, guarantees and derivatives). As from 2018, the BCBS is to define a required LR. The minimum current reference ratio is 3.0%. Capital Management The Capital Management structure aims to provide conditions to the follow-up and control of our capital, thus contributing to the achievement of the strategic goals established, through the accurate planning of the capital sufficiency. In addition to the Executive Committees and a Non-Statutory Committee, which support our Board of Directors and ourDiretoria Executivain the decision-making process, we have an area responsible for Capital Management reporting to the Planning, Budget and Control Department, and which operates together with the Integrated Risk Control Department, affiliated companies, business areas and our various support areas. The capital plan is aligned with the strategic planning and comprehends a prospective vision of at least three years, is prepared on an annual basis, and is approved by ourDiretoria Executivaand our Board of Directors, continually monitored and controlled by the capital management area. Any threats and opportunities, growth and market share targets, as well as projected capital needs, are included in the preparation of the plan to cover risks, as well as the capital held by us. In addition, the internal capital adequacy assessment process (ICAAP) provides conditions for the assessment of sufficiency of capital, taking into account different scenarios (baseline and stress) in a prospective view, and allows for the anticipation of capital and contingency activities to be adopted for the respective scenarios. Interest rate sensitivity Management of interest rate sensitivity is a key component of our asset and liability policy. Interest rate sensitivity is the relationship between market interest rates and net interest income due to the maturity or re-pricing characteristics of interest-earning assets and interest-bearing liabilities. For any given period, the pricing structure is considered balanced when an equal amount of these assets or liabilities matures or re-prices in that period. Any mismatch of interest-earning assets and interest-bearing liabilities is known as a gap position. A negative gap denotes liability sensitivity and normally means that a decline in interest rates would have a negative effect on net interest income. Conversely, a positive gap denotes asset sensitivity and normally means that a decline in interest rates would have a positive effect on net interest income. These relationships can change significantly from day to day as a result of both market forces and Management decisions. Our interest rate sensitivity strategy takes into account: ·rates of return; ·the underlying degree of risk; and ·liquidity requirements, including minimum regulatory banking reserves, mandatory liquidity ratios, withdrawal and maturity of deposits, capital costs and additional demand for funds. We monitor our maturity mismatches and positions and manage them within established limits. The positions are analyzed and reconsidered every second and fourth Friday of each month in our Treasury Executive Committee for the Asset and Liability Management. The following table shows the maturities of our interest-earning assets and interest-bearing liabilities as of December 31, 2016 and may not reflect interest rate gap positions at other times. In addition, variations in interest rate sensitivity may exist within the re-pricing periods presented due to differing re-pricing dates. Variations may also arise among the different currencies in which interest rate positions are held.  144Form 20-F – December 2016


Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  December 31, 2016

   R$ in thousands, except %Up to 30 days

   31 – 180 days

   181 – 360 days

   1 – 5 years

   Over 5 years

   Indefinite

   TotalInterest‐earning assetsFinancial assets held for trading

   4,915,777

   4,686,618

   8,757,986

   135,128,043

   35,838,372

   3,677,379

   193,004,175Financial assets available for sale

   5,151,694

   2,127,660

   5,377,931

   59,697,811

   31,143,446

   376,517

   103,875,059Investments held to maturity

   -

   -

   -

   12,926,577

   30,075,451

   -

   43,002,028Financial assets pledged as collateral

   83,646,950

   3,394,834

   1,904,827

   48,753,065

   17,586,901

   -

   155,286,577Loans and advances to banks

   88,759,292

   2,545,217

   2,120,712

   1,398,574

   14,341

   -

   94,838,136Loans and advances to customers (1)

   28,925,299

   39,869,071

   40,479,887

   136,565,043

   87,950,483

   32,660,765

   366,450,548Compulsory deposits with the Central Bank

   50,795,794

   -

   -

   -

   -

   -

   50,795,794Other assets

   -

   -

   -

   -

   792,641

   -

   792,641Total interest‐earning assets

   262,194,806

   52,623,400

   58,641,343

   394,469,113

   203,401,635

   36,714,661

   1,008,044,958Interest‐bearing liabilitiesDeposits from banks (2)

   162,078,484

   63,417,792

   19,850,717

   50,045,412

   5,371,400

   -

   300,763,805Savings deposits (3)

   97,088,828

   -

   -

   -

   -

   -

   97,088,828Time deposits

   7,642,768

   15,331,311

   9,457,530

   70,706,258

   -

   -

   103,137,867Funds from securities issued

   7,295,059

   45,280,096

   40,140,968

   57,237,747

   1,148,068

   -

   151,101,938Subordinated debt

   426,665

   3,904,856

   7,068,023

   21,554,158

   19,657,362

   -

   52,611,064Insurance technical provisions and pension plans (3)

   182,739,608

   3,342,339

   1,306,760

   28,451,293

   -

   -

   215,840,000Total interest‐bearing liabilities

   457,271,412

   131,276,394

   77,823,998

   227,994,868

   26,176,830

   -

   920,543,502Asset/liability gap

   (195,076,606)

   (78,652,994)

   (19,182,655)

   166,474,245

   177,224,805

   36,714,661

   87,501,456Cumulative gap

   (195,076,606)

   (273,729,600)

   (292,912,255)

   (126,438,010)

   50,786,795

   87,501,456

   -Ratio of cumulative gap to total interest‐earning assets

   (19.4)%

   (27.2)%

   (29.1)%

   (12.5)%

   5.0%

   8.7%

   -(1)For indefinite operations, it refers to credit card operations;(2)including: funding in the open market, borrowings, onlendings and interbank deposits; and(3)Savings deposits and insurance technical provisions and pension plans are classified as up to 30 days, without considering average historical turnover.
  Exchange rate sensitivity Most of our operations are denominated inreais. Our policy is to avoid material exchange rate mismatches. However, at any given time, we generally have outstanding long-term debt denominated in and indexed to foreign currencies, principally the U.S. dollar. As of December 31, 2016 our net foreign currency liability exposure, considering off-balance-sheet derivative financial instruments, was R$51,294 million, or 48.6% of shareholders’ equity. Consolidated net foreign currency exposure is the difference between total foreign currency-indexed or -denominated assets and total foreign currency-indexed or -denominated liabilities, including off-balance-sheet derivative financial instruments. Our foreign currency position arises mainly through our purchases and sales of foreign currencies (primarily U.S. dollars) from Brazilian exporters and importers, from other financial institutions on the interbank market, and on the spot and forward currency markets. The Central Bank regulates our maximum outstanding long and short foreign currency positions. As of December 31, 2016, the composition of our assets, liabilities and equity by currency and term was as set out in the table below. Our foreign currency assets are largely denominated inreaisbut are indexed to foreign currencies, principally the U.S. dollar. Most of our foreign currency liabilities are denominated in foreign currencies, principally the U.S. dollar.  145Form 20-F – December 2016


Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  December 31, 2016

   R$ in thousands, except %R$

   Foreign currency

   Total

   Foreign currency as % of totalAssetsCash and balances with banks

   70,300,101

   2,254,550

   72,554,651

   3.1%Financial assets held for tradingLess than one year

   32,815,147

   2,187,764

   35,002,911

   6.3%From one to five years

   133,995,215

   594,440

   134,589,655

   0.4%More than five years

   35,797,189

   39,867

   35,837,056

   0.1%Indefinite

   7,436,223

   274,001

   7,710,224

   3.6%Financial assets available for saleLess than one year

   11,816,817

   89,056

   11,905,873

   0.7%From one to five years

   58,659,124

   1,592,551

   60,251,675

   2.6%More than five years

   29,981,379

   1,162,066

   31,143,445

   3.7%Indefinite

   9,817,561

   -

   9,817,561

   -Investments held to maturityLess than one year

   -

   -

   -

   -From one to five years

   12,911,546

   20,894

   12,932,440

   0.2%More than five years

   30,069,588

   -

   30,069,588

   -Financial assets pledged as collateral

   146,541,586

   8,744,991

   155,286,577

   5.6%Loans and advances to banks

   92,435,329

   2,402,807

   94,838,136

   2.5%Loans and advances to customersLess than one year

   180,795,541

   18,954,199

   199,749,740

   9.5%From one to five years

   111,441,215

   15,031,690

   126,472,905

   11.9%More than five years

   37,291,346

   3,789,043

   41,080,389

   9.2%Non-current assets available for sale

   1,578,956

   10

   1,578,966

   0.0%Investments in associates and joint ventures

   7,002,514

   264

   7,002,778

   0.0%Property and equipment, net of accumulated depreciation

   8,371,293

   25,823

   8,397,116

   0.3%Intangible assets and goodwill, net of accumulated amortization

   15,783,388

   14,138

   15,797,526

   0.1%Taxes to be offset

   7,689,653

   33,558

   7,723,211

   0.4%Deferred income tax assets

   44,854,361

   262,502

   45,116,863

   0.6%Other assetsLess than one year

   20,009,764

   11,847,759

   31,857,523

   37.2%From one to five years

   11,995,877

   39,426

   12,035,303

   0.3%More than five years

   2,836,342

   441,202

   3,277,544

   13.5%Total

   1,122,227,055

   69,802,601

   1,192,029,656

   5.9%Percentage of total assets

   94.1%

   5.9%

   100.0%
  146Form 20-F – December 2016


Table of Contents 5.B. Liquidity and Capital ResourcesForm 20-F  December 31, 2016

   R$ in thousands, except %R$

   Foreign currency

   Total

   Foreign currency as % of totalLiabilities and Shareholders' EquityDeposits from banks (1)Less than one year

   219,623,411

   26,622,457

   246,245,868

   10.8%From one to five years

   46,831,454

   3,213,960

   50,045,414

   6.4%More than five years

   5,364,830

   6,570

   5,371,400

   0.1%Deposits from customersLess than one year

   145,173,774

   16,867,897

   162,041,671

   10.4%From one to five years

   70,073,346

   568,458

   70,641,804

   0.8%More than five years

   64,454

   -

   64,454

   -Financial liabilities held for tradingLess than one year

   12,961,031

   281,757

   13,242,788

   2.1%From one to five years

   150,215

   42,433

   192,648

   22.0%More than five years

   242

   -

   242

   -Funds from securities issuedLess than one year

   89,395,629

   3,331,679

   92,727,308

   3.6%From one to five years

   55,093,812

   2,134,072

   57,227,884

   3.7%More than five years

   797,379

   349,367

   1,146,746

   30.5%Subordinated debtLess than one year

   11,167,169

   232,376

   11,399,545

   2.0%From one to five years

   13,907,473

   7,646,685

   21,554,158

   35.5%More than five years

   16,081,236

   3,576,125

   19,657,361

   18.2%Insurance technical provisions and pension plans

   215,839,347

   653

   215,840,000

   0.0%Other provisions

   18,278,593

   13,816

   18,292,409

   0.1%Current income tax liabilities

   2,117,296

   12,990

   2,130,286

   0.6%Deferred income tax liabilities

   1,762,948

   -

   1,762,948

   -Other liabilities (2)Less than one year

   77,846,752

   10,295,014

   88,141,766

   11.7%From one to five years

   3,918,363

   28,773

   3,947,136

   0.7%More than five years

   4,776,117

   100,496

   4,876,613

   2.1%Shareholders' Equity

   105,479,207

   -

   105,479,207

   -Total

   1,116,704,078

   75,325,578

   1,192,029,656

   6.3%Percentage of total liabilities and shareholder's equity

   93.7%

   6.3%

   100.0%(1)including: funding in the open market, borrowings, onlendings and interbank deposits; and(2)Other liabilities, whose primary components provision for contingent liabilities, are not a source of funding.
  Derivative financial instruments are presented in the table below on the same basis as presented in the consolidated financial statements in "Item 18. Financial Statements." Our cash and cash equivalents in foreign currency are represented principally by U.S. dollars. Amounts denominated in other currencies, which include Euros and Yen, are indexed to the U.S. dollar through currency swaps, effectively limiting our foreign currency exposure to U.S. dollars only. We enter into short-term derivative contracts with selected counterparties to manage our overall exposure, as well as to assist customers in managing their exposures. These transactions involve a variety of derivatives, including interest rate swaps, currency swaps, futures and options. For more information regarding these derivative contracts, see Note 20(c) to our consolidated financial statements in "Item 18. Financial Statements." As of December 31, 2016, the composition of notional reference and/or contracted values and fair values of trading derivatives held by us is presented below:  147Form 20-F – December 2016


---



Table of Contents  5.B. Liquidity and Capital ResourcesForm 20-F  December 31, 2016

   R$ in thousandsReference amountsR$

   Foreign currency

   TotalDerivativesInterest rate futures contractsPurchases

   111,026,397

   -

   111,026,397Sales

   94,677,587

   -

   94,677,587Foreign currency futures contractsPurchases

   -

   27,399,904

   27,399,904Sales

   -

   58,690,018

   58,690,018Futures contracts - otherPurchases

   48,291

   -

   48,291Sales

   967

   -

   967Interest rate option contractsPurchases

   5,467,042

   -

   5,467,042Sales

   4,755,788

   -

   4,755,788Foreign currency option contractsPurchases

   -

   7,567,515

   7,567,515Sales

   -

   2,836,294

   2,836,294Option contracts - otherPurchases

   27,500

   -

   27,500Sales

   -

   -

   -Foreign currency forward contractsPurchases

   -

   16,633,033

   16,633,033Sales

   -

   18,036,706

   18,036,706Forward contracts - otherPurchases

   48,911

   -

   48,911Sales

   1,588,245

   -

   1,588,245Swap contractsAsset positionInterest rate swaps

   72,297,999

   -

   72,297,999Currency swaps

   -

   7,276,143

   7,276,143Liability positionInterest rate swaps

   36,746,464

   -

   36,746,464Currency swaps

   -

   14,201,872

   14,201,872
  Capital expenditures In the past three years, we have made, and expect to continue to make moving forward, significant capital expenditures related to improvements and innovations in technology and the Internet designed to maintain and expand our technology infrastructure in order to increase our productivity, accessibility, cost efficiency and our reputation as a leader in technological innovation in the financial services sector. We have made significant capital expenditures for systems development, data processing equipment and other technology designed to further these goals. These expenditures are for systems and technology for use both in our own operations and by customers. The following table shows our capital expenditures accounted for as fixed assets in the periods shown: R$ in thousands2016

   2015

   2014InfrastructureLand and buildings

   95,401

   55,115

   36,893Installations, properties and equipment for use

   1,086,811

   1,171,147

   981,472Security and communications systems

   27,100

   24,958

   10,539Transportation systems

   3,473

   41,982

   30,150SubTotal

   1,212,785

   1,293,202

   1,059,054Information TechnologyData processing systems

   2,405,093

   1,810,294

   1,537,012Financial leasing of data processing systems

   633,680

   587,792

   519,697SubTotal

   3,038,773

   2,398,086

   2,056,709Total

   4,251,558

   3,691,288

   3,115,763
  148Form 20-F – December 2016


Table of Contents  6.A. Board of Directors and Board of Executive OfficersForm 20-F  During 2016, we made investments in the amount of R$4,252 million, R$1,213 million of which were related to infrastructure and R$3,039 million related to information technology. We believe that capital expenditures in 2017 and 2018 will not be substantially greater than historical expenditure levels and anticipate that in accordance with our practice during recent years, our capital expenditures in 2017 and 2018 will be funded from our own resources. No assurance can be given, however, that the capital expenditures will be made and, if made, that such expenditures will be made in the amounts currently expected. 5.C. Research and Development, Patents and Licenses
 Not applicable. 5.D. Trend Information
 For more information, see "Forward-looking Statements" and "Item 3.D. Risk Factors," where we present the risks we face in our business that may affect our commercial activities, operating results or liquidity. 5.E. Off-balance sheet arrangements
 See "Item 5.A. Operating Results – Critical accounting policies – off-balance sheet financial guarantees." 5.F. Tabular Disclosure of Contractual Obligations
 See "Item 5.A. Operating Results – Critical accounting policies – Commitments and contingencies." 5.G. Safe Harbor
 Not applicable. ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
  6.A. Board of Directors and Board of Executive Officers
 We are managed by our Board of Directors and our Board of Executive Officers. The Board of Directors establishes our corporate strategy and policies and supervises and monitors the Board of Executive Officers. In turn, the Board of Executive Officers implements the strategy and policies set by the Board of Directors and is responsible for our day-to-day management. Our Board of Executive Officers currently comprises (i) theDiretoria Executivaand (ii) our Officers, Department Officers and Regional Officers. TheDiretoria Executivaconsists of one Chief Executive Officer, six Vice-Presidents, 11 Managing Officers and five Deputy Officers. Our eight-member Board of Directors meets on a quarterly basis and on an extraordinary basis whenever necessary. It is responsible for: ·establishing our corporate strategy; ·reviewing our business plans and policies; and ·supervising and monitoring the activities of our Board of Executive Officers. Our Audit Committee, among other designations, is in charge of approving the engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us. TheDiretoria Executivameets weekly and is responsible for: ·implementing the strategy and policies established by our Board of Directors; and ·managing our day-to-day business. Several members of our Board of Directors and theDiretoria Executiva also perform senior management functions at our subsidiaries, including BRAM, Bradesco Financiamentos, Bradesco


Consórcios, Bradesco BBI, Bradesco Leasing, BEM DTVM, Bradesco Cartões, Bradesco Seguros and subsidiaries. Each of these subsidiaries has an independent management structure.  149Form 20-F – December 2016


Table of Contents  6.A. Board of Directors and Board of Executive OfficersForm 20-F  Pursuant to Brazilian law, the election of all members of our Board of Directors and Board of Executive Officers are subject to approval by the Central Bank. We present below biographies of the current members of our Board of Directors andDiretoria Executiva:  Members of the Board of Directors: Lázaro de Mello Brandão, Chairman: Birth date:June 15, 1926. Summary of Professional Experience:In September 1942, Mr. Brandão was hired as a bookkeeper byCasa Bancária Almeida & Cia., the financial institution that becameBanco Brasileiro de Descontos S.A.on March 10, 1943, and later becameBanco Bradesco S.A.  In January 1963, he was electedas an Officer, and in September 1977, he was elected Vice-President. In January 1981, he assumed the position of CEO, succeeding Mr. Amador Aguiar, the founder of Bradesco. Since February 1990, he has served as the Chairman of our Board of Directors. In March 1999, he decided to step down as CEO, but has remained the Chairman of our Board of Directors. Graduation:Business Administration and Economics. Current positions:He takes part in the Management of Bradesco Organization’s other companies; Chairman of the Board of Trustees and CEO of Fundação Bradesco; and Chairman of the Board of Directors of Bradespar S.A. Previous positions:He has also served as CEO of the Banking Associations of the States of São Paulo, Paraná, Mato Grosso, Mato Grosso do Sul, Acre, Amazonas, Pará, Amapá, Rondônia and Roraima, as Vice-President of the National Federation of Banks (FENABAN) as a Member of the Board of the FEBRABAN and as Chairman of the Board of Directors of FGC; andCompanhia Brasileira de Securitização(CIBRASEC)and a member of the Consulting Committee ofVBC Participações S.A.  Luiz Carlos Trabuco Cappi, Vice-Chairman: Birth date:October 6, 1951. Summary of Professional Experience:He began his career at Banco Bradesco in April 1969, being elected as Officer in January 1984 and Vice-President in March 1999. From March 2003 to March 2009, he was also the President of Grupo Bradesco Seguros; in March 2009, he was elected CEO of Banco Bradesco. Graduation:Degree in Philosophy fromFaculdade de Filosofia, Ciências e Letras de São Paulo. Other Qualifications:Graduate degree in Social Psychology atFundação Escola de Sociologia e Política de São Paulo. Current positions:Chief Executive Officer of Bradesco Organization’s other companies. Vice-Chairman of Banco Bradesco S.A; President of the Council of Representatives and Executive Board of the National Confederation of Financial Institutions (Confederação Nacional das Instituições Financeiras -CNF); Chairman of the Board of Directors of Elo Participações S.A.; Member of the Board of Directors of FEBRABAN; and a Member of the Strategic Committee at Vale S.A. Previous positions:He was the Chief Executive Officer ofBradesco Vida e Previdência, ofGrupo Seguradorand Chairman of the Board of Directors of Odontoprev S.A; Chief Executive Officer of the Marketing and Funding Committee of theAssociação Brasileira das Entidades de Crédito Imobiliário e Poupança(ABECIP); ofAssociação Nacional da Previdência Privada(ANAPP); of theFederação Nacional de Saúde Suplementar(FENASAÚDE); Vice-Chairman of the Board of Representatives of the CNF, Member of the Managing Council of ABRASCA, Member of the Board of Directors of ArcelorMittal Brasil (former Companhia Siderúrgica Belgo-Mineira), Member of the Superior Board and Vice-President of theConfederação Nacional das Empresas de Seguros Gerais, Previdência Privada e Vida, Saúde Suplementar e Capitalização(CNSeg) and Full Member of theAssociation Internationale pour I’Etude de I’Economie de I’Assurance - Association de Genève, Geneva, Switzerland, Member of the Honorable Council ofAcademia


Nacional de Seguros e Previdência(ANSP);and Member ofFórum Brasil – Estados Unidos(organized by the Ministry of Industry, Development and Foreign Trade).  150Form 20-F – December 2016


Table of Contents  6.A. Board of Directors and Board of Executive OfficersForm 20-F   Denise Aguiar Alvarez, Director: Birth date:January 24, 1958. Summary of Professional Experience:In April 1986, she was appointed to the Board of Directors ofCidade de Deus - Companhia Comercial de Participações, one of the holding companies of Banco Bradesco S.A., and since July 1988, she has also served as an Officer. Graduation:Degree in Education from Pontifícia Universidade Católica de São Paulo (PUC- SP). Other Qualifications:Masters in Education from New York University, USA Current positions:Member of our Board of Directors. Member of the Board of Directors of Bradespar S.A.; Member of the Board of Trustees and Deputy Officer ofFundação Bradesco; CEO of ADC Bradesco – Sports Association. Member of the Consulting Board of theAssociação Pinacoteca Arte e Cultura(APAC); She is also a Member of the Deliberative Board ofMuseu de Arte Moderna de São Paulo(MAM); Member of the Board of Trustees ofFundação Roberto Marinho; Member of the Consulting Board of Canal Futura;Member of the Consulting Committee ofFundação Dorina Nowill para Cegos; Member of the General Board ofComunitas: Parcerias para o Desenvolvimento Solidário; and Effective Member ofAssociação de Apoio ao Programa Alfabetização Solidária(AAPAS). Previous positions:She was Member of the Deliberative Board ofFundo Social de Solidariedade do Estado de São Paulo(FUSSESP); and Chairman of the Board of Governance of the Group of Institutes, Foundations and Enterprises (GIFE). She is João Aguiar Alvarez’s sister, who is also a Director.  João Aguiar Alvarez, Director: Birth date:August 11, 1960. Summary of Professional Experience:In April 1986, he was elected to the Board of Directors ofCidade de Deus -Companhia Comercial de Participações, one of the holding companies of Banco Bradesco S.A., and since April 1988, he has served as an Officer. Graduation:Degree in Agronomy from the Pinhalense Education Foundation - Manuel Carlos Gonçalves College of Agronomy and Animal Husbandry. Current positions:Member of our Board of Directors and a Member of the Board of Directors of Bradespar S.A.; and Member of the Board of Trustees and Deputy Officer ofFundação Bradesco. He is Denise Aguiar Alvarez’s brother, who is also a Director.  Carlos Alberto Rodrigues Guilherme, Director: Birth date:December 21, 1943. Summary of Professional Experience:He began his career in December 1957.  He was elected Department Officer in March 1986, Deputy Officer in March 1998, Managing Officer in March 1999 and Member of the Board of Directors in March 2009, the position which he currently holds. Graduation:Law degree from Pinhalense Education Foundation. Current positions:He is a Member of the Board of Directors of Bradesco Leasing S.A. –Arrendamento Mercantil; Member of the Board of Directors and Strategy Committee of BSP Empreendimentos Imobiliários S.A.; Member of the Board of Directors ofCidade de Deus - Companhia Comercial de Participações; Member of the Board of Director of NCFParticipações S.A.;Officer ofNova Cidade de Deus Participações S.A.Officer ofTop Clube Bradesco,Segurança,Educação e Assistência Social. Member of the Board of Trustees and a Managing Officer ofFundação Bradesco; Member of the Board of Directors of Bradespar S.A.; and CEO ofBancoBradesco BERJ S.A.  151Form 20-F – December 2016


Table of Contents  6.A. Board of Directors and Board of Executive OfficersForm 20-F  Previous positions:Officer of Banco de Crédito Real de Minas Gerais S.A. and of Credireal Leasing S.A. -Arrendamento Mercantil.  Milton Matsumoto, Director: Birth date:April 24, 1945. Summary of Professional Experience:He has been with Bradesco since September 1957. He was elected Department Officer in March 1985, Deputy Officer in March 1998, a Managing Officer in March 1999 and  Member of the Board of Directors in March 2011, the position which he currently holds. Graduation:Degree in Business Administration from UNIFIEO - University Center FIEO. Current positions:Member of the Board of Directors of Bradesco Leasing S.A. -Arrendamento Mercantil; Member of the Board of Directors of Bradespar S.A.; Member of the Board of Directors and Strategy Committee of BSP Empreendimentos Imobiliários S.A.; Member of the Board of Directors ofCidade de Deus - Companhia Comercial de Participações; Member of the Board of Directors of NCF Participações S.A.; Officer of Nova Cidade de Deus Participações S.A.; Member of the Board of Trustees and Managing Officer ofFundação Bradesco. Previous positions:Vice-Chairman of the Board of Directors of Fidelity Processadora e Serviços S.A.; Member of the Board of Directors ofBanco BradescoBERJ S.A. and an Officer of Bradesco S.A. Corretora de Títulos e Valores Mobiliários; the first Secretary Director of the Bank Union in the States of São Paulo, Paraná, Mato Grosso, Mato Grosso do Sul, Acre, Amazonas, Pará, Amapá, Rondônia and Roraima; Alternate Member of the Board of Directors of CPM Braxis S.A.; Alternate Member of the Board of Directors of CPM Holdings Ltd.; Secretary Officer of the union of the credit, financing and investing companies of the State of São Paulo; and Secretary Officer of the Interstate Federation of Loan, Financing and Investment Institutions (FENACREFI).  José Alcides Munhoz, Director: Birth date:July 23, 1948. Summary of Professional Experience:He began at Bradesco in October 1970. He was appointed in Bradesco as Officer in March 1989, Department Officer in January 1995, Deputy Officer in March 1998, Managing Officer in March 1999, Vice-President in January 2012 and Member of the Board of Directors in March 2014, the position he currently holds. Graduation:Technical education in accounting. Current positions:Member of the Board of Trustees and Managing Officer ofFundação Bradesco; He is also Member of the Board of Directors ofBradespar S.A.;Member of the Board of DirectorsofBBD Participações S.A;Member of the Board of DirectorsofBradesco Leasing S.A. – Arrendamento Mercantil; Member of the Board of Directorsand of the Strategic Committee ofBSP Empreendimentos Imobiliários S.A.; Member of the Board of Directors ofCidade de Deus - Companhia Comercial de Participações,Member of the Board of Directors ofNCF Participações S.A.;and Officer ofNova Cidade de Deus Participações S.A.. Previous positions:Member of Consulting Board of the Brazilian National Chapter of the International Real Estate Federation (FIABCI/BRASIL).  Aurélio Conrado Boni, Director: Birth date:July 19, 1951 Summary of Professional Experience:He began at Bradesco in February 1971. He was appointed in Bradesco as a Department Officer in December 1997; Managing Officer in December 2001; Vice-President in January 2012; and Member of the Board of Directors in March 2015, position he currently holds. Graduation:Business Administration technician from the Technical Trade School “Campos Salles.” Current positions:Member of the Board of Trustees and Managing Officer ofFundação Bradesco; Member of the Board of Directors ofAquarius Participações S.A.,BBD Participações S.A., Bradespar S.A.andBradesco Leasing S.A. –Arrendamento Mercantil;NCF Participações S.A.andCidade de Deus -


Companhia Comercial de Participações;Officer ofNova Cidade de Deus Participações S.A.Member of the Board of Directors of CPM Holdings Limited and IT Partners Ltd. and Vice-Chairman ofFidelity Processadora e Serviços S.A. and Fidelity Serviços and Contact Center S.A.  152Form 20-F – December 2016


Table of Contents  6.A. Board of Directors and Board of Executive OfficersForm 20-F  Previous positions:He was a manager in companies of the Bradesco Organization.  Members of the Diretoria Executiva: Luiz Carlos Trabuco Cappi, CEO:Mr. Trabuco also holds the position of CEO. His experience is described in "Members of the Board of Directors."  Domingos Figueiredo de Abreu, Vice-President: Birth date:January 8, 1959. Summary of Professional Experience:Mr. Abreu began at Banco Bradesco S.A. in December 1981. He was appointed in Bradesco as a Department Officer in June 2001, a Managing Officer in March 2002 and Vice-President in June 2009, the position he currently holds. Graduation:Degree in Economics from College of Economic Sciences of Mogi das Cruzes and a degree in Accounting from College of Economic Sciences and Administration of Osasco (FAC-FITO). Other Qualifications:Postgraduate degree in Financial Administration (CEAG) from Fundação Getulio Vargas and an Executive MBA in Finance fromInstituto Brasileiro de Mercado de Capitais(IBMEC - Capital Markets Brazilian Institute). Current positions:Member of the Board of Trustees and Managing Officer ofFundação Bradesco;  and Member of the Board of Directors of CPM Holdings Limited. Previous positions:Chairman of the Board of Directors of Cielo S.A.; Member of the Board of Directors and Vice-President of Brazilian Institute of Investor Relations (IBRI); Member of the Board of Directors of Elo Participações S.A.; Member of the Management Board of  ABRASCA; Alternate Member of CPM Braxis S.A.; and Officer of Banco BCN S.A.  Alexandre da Silva Glüher, Vice-President: Birth date:August 14, 1960. Summary of Professional Experience:He joined Banco Bradesco S.A. in March 1976. He was elected Regional Officer in August 2001, Department Officer in March 2005, Deputy Officer in December 2010, Managing Officer in January 2012, and Vice-President in January 2014, the position he currently holds. He is also Investor Relations Officer. Graduation:Accounting from Universidade Federal do Rio Grande do Sul, and in Business Administration from Universidade Luterana do Brasil (ULBRA). Other Qualifications:International Executive Program at the Wharton School - Advanced Management Program - University of Pennsylvania, U.S. Current positions:Member of the Board of Trustees and Managing Officer ofFundação Bradesco; Vice-President of FEBRABAN; Vice-President and Alternate Delegate atConfederação Nacional do Sistema Financeiro(CONSIF), FENABAN; Vice-President ofInstituto Brasileiro de Ciência Bancária(IBCB); Treasury Officer of the Association of Banks of the States of São Paulo, Paraná, Mato Grosso, Mato Grosso do Sul, Acre, Amazonas, Pará, Amapá, Rondônia and Roraima; Vice-Chairman of the Board of Directors ofCentral de Exposição a Derivativos(CED); Effective Member of the Board of Directors ofAquarius Participações S.A.,Fidelity Processadora S.A., and also of Fidelity Serviços e Contact Center S.A; Effective Member of the Consulting Board of  FGC; and representative of Bradesco Group at ANBIMA; and Full Member of the Board of Directors ofCâmara Interbancária de Pagamentos(CIP). Previous positions:Alternate Member of the Deliberative Council of  ABECIP; Member of the Board of Directors of Instituto BRAiN -Brasil Investimentos & Negócios;  Member of the Banking Self-Regulatory Council of FEBRABAN; and Chairman of the Board of Directors of CIP.  153Form 20-F – December 2016


Table of Contents  6.A. Board of Directors and Board of Executive OfficersForm 20-F  Josué Augusto Pancini, Vice-President: Birth date:April 14, 1960. Summary of Professional Experience:He joinedBanco Bradesco S.A. in July 1976. He was elected Regional Officer in July 1997, Department Officer in July 2003, Deputy Officer in December 2010, Managing Officer in January 2012 and Vice- President in January 2014, the position he currently holds. Graduation:Degree in Mathematics fromCentro Universitário da Fundação de Ensino Octávio Bastos– Feob (UNIFEOB). Other Qualifications:“Lato Sensu” postgraduate degree in Business Economics - Finance from Pontifícia Universidade Católica de Campinas (PUC - Campinas); and Advanced Management Program (AMP), taught at the IESE Business School - University of Navarra, São Paulo. Current positions:Member of the Board of Trustees and Managing Director ofFundação Bradesco; and Vice-President of Kirton Bank S.A. – Banco Múltiplo. Previous positions:Alternate Member of the Deliberative Board of ABECIP.  Maurício Machado de Minas, Vice-President: Birth date:July 1, 1959 Summary of Professional Experience:He joined Banco Bradesco S.A. in July 2009 as Managing Director. In January 2014 he was elected Vice-President, the position which he currently holds. Graduation:Degree in Electrical Engineering fromEscola Politécnica da Universidade de São Paulo(Poli/USP). Other Qualifications:Specialization in Data Communications and Software Development at Wharton Business School, in the United States; a university extension course in Finance at Wharton Business School, in the United States; and Executive Development Program at Columbia University in New York, United States. Current positions:Member of the Board of Trustees and Managing Director ofFundação Bradesco; Member of the Board of Directors ofAquarius Participações S.A., Fidelity Processadora S.A.andFidelity Serviços e Contact Center S.A.; Member of the Board of Directors ofNCR Brasil - Indústria de Equipamentos para Automação S.A.and Member of the Consulting Committee of IBM Corporation. Previous positions:Executive Vice-President, COO (Chief Operations Officer) and an Alternate Member of the Board of Directors of CPM Braxis S.A.; Senior Analyst with Banco Itaú S.A.; Officer of Support Services of a group of Brazilian IT companies (Eletrodigi, Flexidisk and Polymax) and President of Scopus; and Member of the Board of Directors of MPO -Processadora de Pagamentos Móveis S.A.  Marcelo de Araújo Noronha, Vice-President: Birth date:August 10, 1965 Summary of Professional Experience:Mr. Noronha started his career in 1985 at Banco Banorte, where he worked until 1996 when he started to work as Commercial Officer with Banco Bilbao Vizcaya Argentaria Brasil S.A, currently Banco Alvorada S.A. and was promoted to Vice-President for products, trade finance, middle market and retail. In February 2004, he was elected Department Officer of Banco Bradesco S.A. He was elected Deputy Officer in December 2010 and Managing Officer in January 2012. In February 2015, he was elected Vice-President, the position he currently holds, where he is responsible for credit and debit cards payments, marketing and CRM. Graduation:Business Administration fromUniversidade Federal de Pernambuco(UFPE). Other Qualifications:Specialization in Finance fromInstituto Brasileiro de Mercado de Capitais(IBMEC); Advanced Management Program (AMP) at Instituto de Estudios Empresariales (IESE), Universidad de Navarra in Barcelona;Course for Member of the Board of Directors of the Brazilian Institute of Corporate Governance(IBGC). Current positions:Member of the Board of Trustees ofFundação Bradesco; Chairman of the Board of Directors of Alelo -Companhia Brasileira de Soluções e Serviços; Vice-Chairman of the Board of Directors of


Cielo S.A. (leader accreditation entity in Brazil); Member of the Board of Directors of Elopar S.A.; CEO of ABECS; and Member of the Board of Representatives (representing ABECS) of CNF.  154Form 20-F – December 2016


Table of Contents  6.A. Board of Directors and Board of Executive OfficersForm 20-F   André Rodrigues Cano, Vice-President: Birth date:July 22, 1958 Summary of Professional Experience:Mr. Cano joined Bradesco in April 1977 and was elected Department Officer in December 2001. He was elected Officer of Banco Bradesco Financiamentos S.A. in September 2008, remaining in this position until his return to Bradesco as Department Officer in December 2009. He was elected Deputy Officer in December 2010, Managing Officer in January 2012 and Vice-President in January 2017, the position he currently holds. Graduation:Business Administration fromFaculdades Metropolitanas Unidas(FMU). Other Qualifications:MBA - Controller from the Institute of Accounting, Finance and Actuarial Research (FIPECAFI/FEA-USP); and the Advanced Management Program (AMP) - Harvard Business School in Boston, USA Current positions:Member of the Board of Trustees ofFundação Bradesco;Managing Director of  Kirton Bank S.A. – Banco Múltiplo; Vice-Chairman of the Curator Council of the National Quality Foundation (FNQ); and Effective Officer of the National Confederation of the Financial System (CONSIF). Previous positions:Alternate Vice-Chairman of the Board of Directors ofFidelity Processadora e Serviços S.A.; Effective Member and Officer of the Board of Directors of TECBAN -Tecnologia Bancária S.A.; Effective Member of the Fiscal Council of Tele Celular Sul Participações S.A.; Alternate Member of the Fiscal Council of Tele Nordeste Celular Participações S.A.; and Officer ofAssociação Nacional das Instituições de Crédito, Financiamento e Investimento(ACREFI).  Luiz Carlos Angelotti, Managing Officer: Birth date:November 16, 1964. Summary of Professional Experience:He joinedBanco Bradesco S.A. in November 1987, and was elected Department Officer in March 2002, Deputy Officer in December 2010 and Managing Officer, the position he currently holds, in January 2012. Graduation:Accounting and Actuarial Sciences from the School of Economics and Business Administration,Universidade de São Paulo(FEA-USP) and in Law fromCentro Universitário FIEO(UNIFIEO). Other Qualifications:MBA in Finance fromInstituto de Ensino e Pesquisa(Insper); Executive Development Program (EDP) from the University of Chicago Booth School of Business; and the Advanced Management Program (AMP) from the University of Chicago Booth School of Business. Current positions:Member of the Board of Trustees ofFundação Bradescoand Member of the Board of Directors of   ABRASCA. Previous positions:Alternate Member of the Fiscal Council ofTop Clube Bradesco, Segurança, Educação e Assistência Socialand Alternate Member of the Board of Directors ofIntegritas Participações S.A.  Nilton Pelegrino Nogueira, Managing Officer: Birth date:May 7, 1954. Summary of Professional Experience:Mr. Nogueira joinedBanco Bradesco S.A. in July 1973. He was elected Regional Officer in February 1995, remained in the position until September 2000, when he was elected Officer of Banco BCN S.A., a financial institution acquired by Bradesco in December 1997, and remained in the position until March 2002, when he returned to Bradesco and was elected Department Officer. He was elected Deputy Officer in December 2010 and Managing Officer, the position he currently holds, in January 2012. Graduation:Degree in Business Administration fromUniversidade Presbiteriana Mackenzie.  155Form 20-F – December 2016


Table of Contents  6.A. Board of Directors and Board of Executive OfficersForm 20-F  Current positions:Member of the Board of Trustees ofFundação Bradesco; and Deputy Officer of Kirton Bank S.A. - Banco Múltiplo. Previous positions:Officer of Banco Boavista S.A, and of Banco das Nações S.A.; Effective Member of the Fiscal Council of Boavista Prev -Fundo de Pensão MultipatrocinadoandTop Clube Bradesco, Segurança, Educação e Assistência Social; Superintendent ofBradesco Administradora de Consórcios Ltda.; Member of the Business Development Committee of BSP -Empreendimentos Imobiliários S.A. and Alternate Member of the Deliberative Council of ABECIP.  André Marcelo da Silva Prado, Managing Officer: Birth date:December 6, 1961. Summary of Professional Experience:He joined Banco Boavista Interatlântico S.A. in May 1997 as Executive Manager and reached the position of Officer there. He moved to Banco Bradesco S.A. as Executive Superintendent in March 2001. He was elected Department Officer in December 2009, Deputy Officer in January 2012 and Managing Officer in January 2014, the position he currently holds. Graduation:Production Engineering fromUniversidade Federal do Rio de Janeiro. Other Qualifications:MBA in Finance fromInstituto Brasileiro de Mercado de Capitais(IBMEC); Senior International Bankers Course, at The International Centre for Banking and Financial Services (Manchester Business School) in Manchester, England; the Wharton Executive Development Program, at The Wharton School (University of Pennsylvania) in Philadelphia, USA and the Advanced Management Programme, at INSEAD, in Fointainebleau, France. Current positions:He is a Member of the Board of Trustees ofFundação Bradesco; and Managing Director of Kirton Bank S.A. - Banco Múltiplo. Previous positions:Officer of Banco Boavista Interatlântico S.A.  Denise Pauli Pavarina, Managing Officer: Birth date:April 14, 1963. Summary of Professional Experience:She started her career in March 1985, with Banco Bradesco de Investimento S.A., a financial institution that was absorbed by Banco Bradesco S.A. in November 1992. At Bradesco, she held the positions of Underwriting Manager and Department Manager of Portfolio Management. She was promoted to the position of Executive Superintendent in September 1996, and elected Department Officer in January 2001. She was elected Officer of Banco Bradesco BBI S.A. in June 2006, and Managing Officer in January 2007, remaining until December 2009, when she returned to Bradesco, and was elected Department Officer. She was elected Deputy Officer in January 2012 and Managing Officer in February 2015, the position she currently holds. Graduation:Degree in Economics fromFaculdade Armando Alvares Penteado(FAAP); and Law fromUniversidade Paulista(UNIP). Other Qualifications:Executive MBA in Finance fromInstituto de Ensino e Pesquisa(Insper). Current positions:Managing Officer ofBradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários(BRAM); Member of the Board of Trustees ofFundação Bradesco; Vice-Chairman of the Board of Directors of 2bCapital S.A.; Member of the Investment Committee of NEOCapital Mezanino Fundo de Investimento em Participações; Member of the Board of Directors of Instituto BRAiN -Brasil Investimentos & Negócios; and Member of the Board of Directors and Member of the Advisory Committee for the Intermediation Sector of the B3; and Effective Member of the Board of Directors of Vale S.A. and Valepar S.A. Previous positions:President of ANBIMA; Member of the Board of Representatives of the CNF; Member of the Board of Directors ofCielo S.A.; Member of National Committee for Financial Education  (CONEF), representing ANBIMA; Member of Board of Directors ofBica de Pedra Industrial S.A.; Member of Board of Directors ofCompanhia Siderúrgica Belgo-Mineira; Deputy Member of the Board of Directors of CPM Braxis S.A., Latasa S.A.; Effective Member of the Board of Directors of São Paulo Alpargatas S.A.; Alternate Member of the Board of ABRASCA; Member of the Consulting Board of the Brazilian Association of Brokers and Dealers in Securities, Foreign Exchange and Commodities (ANCORD); Officer ofUGB Participações


S.A.; and Officer for Institutional Relations and Director of the  Association of Capital Market Investment Analysts (APIMEC São Paulo).  156Form 20-F – December 2016


Table of Contents  6.A. Board of Directors and Board of Executive OfficersForm 20-F   Moacir Nachbar Junior, Managing Officer: Birth date:April 5, 1965. Summary of Professional Experience:He began his career with Banco Bradesco S.A. in June 1979. In March 2005, he was elected Department Officer. He was elected Deputy Officer in January 2012 and Managing Officer in February 2015, the position he currently holds. Graduation:Degree in Accounting fromFaculdade Campos Salles. Other Qualifications:“Lato Sensu” postgraduate degree in Financial Management fromFaculdade Campos Salles; MBA-Controller from Institute of Accounting, Finance and Actuarial Research (FIPECAFI/FEA-USP); and Tuck Executive Program from Tuck School of Business at Dartmouth, in Hanover, Nova Hampshire – USA. Current positions:Member of the Board of Trustees ofFundação Bradesco; Managing Director of Kirton Bank S.A. - Banco Múltiplo; Alternate Member of the Board of Directors of ABRASCA and Alternate Member of the Consulting Board of FGC; Member of the Board of Directors of Valepar S.A. and Alternate Member of the Board of Directors and Member of the Controlling Committee of Vale S.A. Previous positions:He was an Officer and Effective Member of the Fiscal Council of Boavista Prev -Fundo de Pensão Multipatrocinado, a multi-sponsor pension fund and an Alternate Member of the Board of Directors ofFidelity Processadora S.A.,and Alternate Member of the Fiscal Council ofTop Clube Bradesco, Segurança, Educação e Assistência Social.  Octavio de Lazari Junior, Managing Officer: Birth date:July 18, 1963. Summary of Professional Experience:He joined Banco Bradesco S.A. in September 1978. He was promoted to the position of Executive Deputy Officer, in January 2012 and Managing Officer in February 2015, the position he currently holds. Graduation:Economics fromFaculdade de Ciências Econômicas e Administrativas de Osasco. Other Qualifications:Specialization courses in: Financial and Marketing Strategies atFundação Instituto de Administração(FEA/USP), Financial Management from  FGV and Strategies in Finance fromFundação Dom Cabral; and the  Advanced Management Program (AMP) taught at the IESE Business School - University of Navarra, São Paulo. Current positions:Member of the Board of Trustees ofFundação Bradesco; Managing Officer of Kirton Bank S.A. – Banco Múltiplo; Member of the Consulting Board  ofCapítulo Nacional Brasileiro daFIABCI; and Member ofNúcleo de Altos Temas(NAT). Previous positions:Chairman of the Board of ABECIP; Full Member of the Board of Directors CIBRASEC; Member of the Council of Representatives of the CNF; Officer of Real Estate Credit and Savings and Vice-Chairman of the Committee on Governance of Portability of Credit Operations of FEBRABAN; Alternate Officer of Uniapravi - Únion Interamericana para la Vivienda; and Alternate Member of the Board of Directors ofCâmara Interbancária de Pagamentos(CIP).  Cassiano Ricardo Scarpelli, Managing Officer: Birth date:July 28, 1968. Summary of Professional Experience:He joinedBradesco Organization in June 1984. In February 2001 he was promoted to Executive Superintendent. In March 2007, he was elected Department Officer, in February 2015, Deputy Officer, and in January 2017, Managing Officer, the position he currently holds. Graduation:Economics fromFaculdade de Ciências Econômicas e Administrativas de Osasco.  157Form 20-F – December 2016


Table of Contents  6.A. Board of Directors and Board of Executive OfficersForm 20-F  Other Qualifications:International Executive Program at Queen's School of Business - Queen's Executive Program, inOntario, Canada. Current positions:Member of the Board of Trustees ofFundação Bradesco; Chairman of the Board of Regulation and Best Practices for the Capital Market of ANBIMA, having previously held the following positions: Vice-President of the Regulation and Best Practices Board for Qualified Services to the Capital Market, and Alternate Member of the Qualified Services to the Capital Market Commission; and Deputy Officer of Kirton Bank S.A. - Banco Múltiplo. Previous positions:Member of theCâmara Consultiva de Renda Fixa, Câmbio e Derivativosof B3; Member of the Board of Directors ofBica de Pedra Industrial S.A; CP Cimento e Participações S.A.and Latasa S.A., Effective Member of the Board of Directors of Iochpe-Maxion S.A andTecnologia Bancária S.A.; Full Member of the Board of Directors ofTigre S.A. - Tubos e Conexões; Effective Member of the Fiscal Council of Bradespar S.A., First Alternate Member of the Fiscal Council of Boavista Prev -Fundo de Pensão Multipatrocinado, Alternate Member of the Board of Directors of São Paulo Alpargatas S.A., Officer of BEM -Distribuidora de Títulos e Valores Mobiliários Ltda., BMC Asset Management -Distribuidora de Títulos e Valores Mobiliários Ltda. and of UGB Participações S.A.  Eurico Ramos Fabri, Managing Officer: Birth date:September 29, 1972. Summary of Professional Experience:In February 2008, he joined Banco Finasa S.A., a financial institution acquired by Banco Finasa BMC S.A. (currently Banco Bradesco Financiamentos S.A.), as an Officer, remaining until December 2009. From July 2008 to April 2011, he held the position of Officer of Finasa Promotora de Vendas Ltda. In December 2010, he was elected Officer of Banco Bradesco S.A., in January 2012, Department Officer, in February 2015, Deputy Officer, and, in January 2017, Managing Officer, position he currently holds. Graduation:Economic Sciences from UNICAMP -Universidade Estadual de Campinas. Other Qualifications:Executive MBA in Finance from Insper -Instituto de Ensino e Pesquisa; STC Executive fromFundação Dom Cabralin partnership with Kellogg Graduate School of Management and Advanced Management Program (AMP) at Harvard Business School – Boston, USA. Current positions:Alternate Member of the Board of Directors ofAquarius Participações S.A,Fidelity Processadora e Serviços S.A. andFidelity Serviços e Contact CenterS.A; Deputy Officer of Kirton Bank S.A. -Banco Múltiplo. Previous positions:Member of the Board of Directors of Cielo S.A.,Companhia Brasileira de Soluções e Serviços, Elo Participações S.A.  Renato Ejnisman, Managing Officer: Birth date:February 12, 1970. Summary of Professional Experience:In April 1999, he began his career in the financial market at Bank of America, where he worked until February 2007, with a short spell at Bank Boston during this period. In February 2007, he joined Banco Bradesco BBI S.A., as an Executive Superintendent. In April 2008, he was elected Officer and, in February 2011, Managing Officer and General Officer in April 2015. At Banco Bradesco S.A., was elected Deputy Officer in February 2015 and, in January 2017, Managing Officer, a position he holds simultaneously with the position of General Director of Banco Bradesco BBI S.A. Graduation:Physics from USP -Universidade São Paulo. Other Qualifications:Master’s degree in Nuclear Physics fromUniversidade São Paulo(USP) and a Doctoral degree in Physics from the University of Rochester, New York, USA. Current positions:President of the Board of Regulation and Best Practices for the Capital Market of ANBIMA; and Vice-Chairman of the Board of Directors of Bradesco Securities Hong Kong Limited, Bradesco Securities, Inc. and Bradesco Securities UK Limited. Previous positions:Chief Executive Officer ofBradesco S.A. Corretora de Títulos e Valores Mobiliários,Ágora Corretora de Títulos e Valores Mobiliários S.A. andÁgora Educacional Ltda.; Effective Member ofCâmara Consultiva de Listagemof B3; and Alternate Member of the Board of ABRASCA.  158Form 20-F – December 2016


Table of Contents 6.A. Board of Directors and Board of Executive OfficersForm 20-F  Walkiria Schirrmeister Marchetti, Managing Officer: Birth date:November 1, 1960. Summary of Professional Experience:She joined Banco Bradesco S.A. in May 1981. In September 1998, she was promoted to the position of Executive Superintendent. In March 2007, she was elected Department Officer, in February 2015, Deputy Officer, and in January 2017, Managing Officer, the position she currently holds. Graduation:Mathematics fromFaculdade de Ciências e Letras Teresa Martin. Other Qualifications:Specialization in System Analysis fromInstituto Presbiteriano Mackenzie; “Lato Sensu” postgraduate degree - MBA Banking fromFundação Instituto de Administração(FIA); and International Executive Programs at the Wharton School - Strategic Thinking and Management for Competitive Advantage Program - Pennsylvania - USA; Columbia Business School - Columbia Senior Executive Program - New York - USA; and Harvard Business School - Negotiation and Competitive Decision Making - Boston - USA. Current positions:Member of the Board of Trustees ofFundação Bradesco; Alternate Member of the Board of Directors ofAquarius Participações S.A.,ofFidelity Processadora S.A. and ofFidelity Serviços e Contact Center S.A.  Rômulo de Mello Dias, Managing Officer: Birth date:September 27, 1961. Summary of ProfessionalExperience:He joined Bradespar S.A. in June 2000, and in May 2003, was elected Officer. From December 2006 to June 2008 he performed as Officer at Banco Bradesco BBI S.A. In May 2008 was elected CEO of CieloS.A., remaining in the position until December 2016, so than was elected Managing Officer of Banco Bradesco S.A, the position which he currently holds. Graduation:Economics fromUniversidade Federal Fluminense. Other Qualifications:MBA and Postgraduate degree in Executive Managerial Development from IBMEC; and Postgraduate degree in Corporate Law from FGV Law. Current positions:Member of the Board of Directors of Cielo. Previous positions:Executive Officer of Citibank; Managing Partner of Albion Alliance Capital; Chairman of the Board of Directors ofCompanhia Brasileira de Gestão de Serviços(Orizon); and Member of Board of Directors ofCompanhia Brasileira de Soluções e Serviços, Monteiro Aranha, Vale, Valepar, Escelsa, Enersul, Net, Americel, Telet, Iven and CPM.  Aurélio Guido Pagani, Deputy Officer: Birth date: March 7, 1960. Summary of Professional Experience:He joined Banco Bradesco S.A. in February 1979.  In November 1991, he was promoted to the position of Branch Manager. In August 2001, he was elected Officer, in August 2010, Department Officer and, in January 2017, Deputy Officer, position he currently holds. Graduation:Business Administration fromUniversidade São Francisco. Other Qualifications: “Lato Sensu” Postgraduation degree (MBA) in Financial Management and Corporative Strategies fromFundação Getulio Vargas; and Advanced Management Program (AMP) from IESE Business School - University of Navarra, São Paulo, SP. Current positions:Member of the Board of Trustees ofFundação Bradesco; and Full Representative of Permanent Forum of Micro and Small Enterprises. Previous positions:Vice-Chairman of Union of Banks in the State of Rio Grande do Sul and Santa Catarina and Alternate Delegate  of the Board of FENABAN; 2nd Vice-President of Association of Banks in the State of Rio Grande do Sul; and Effective Director of Association of Banks in the States of Pará, Amapá, Amazonas and Acre.  159Form 20-F – December 2016


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Table of Contents  6.A. Board of Directors and Board of Executive OfficersForm 20-F  Guilherme Muller Leal, Deputy Officer: Birth date: November 12, 1967. Summary of Professional Experience: He joined, in August 1999, Banco Bilbao Vizcaya Argentaria Brasil S.A., currently denominated Banco Alvorada S.A., reaching the position of Corporate Deputy Officer. In September 2003, was transferred to Banco Bradesco S.A., and in June 2007, he was promoted to the position of Executive Superintendent, in February 2011, he was elected Officer, in January 2012, Department Officer, and in January 2017, Deputy Officer, the position which he currently holds. Graduation:Economics fromUniversidade Santa Úrsula(USU). Other Qualifications:“Lato Sensu” Postgraduation degree with specialization in Corporate Finance fromPontifícia Universidade Católica do Rio de Janeiro(PUC-Rio); and Executive Development Program (Programa de Desenvolvimento de Executivos– PDE) fromFundação Dom Cabral, and the following international executive programs: Authentic Leadership Development and Behavioral Economics: Designing Strategic Solutions For Your Customer and Your Organization from Harvard Business School - Boston, Massachusetts - EUA, Executive Education Program from New York Trend Consulting - NYTC - New York - USA, Wharton Advanced Management Program and Executive Negotiation Workshop: Bargaining for Advantage pela University of Pennsylvania - The Wharton School - Philadelphia - Pennsylvania - USA, and Leadership at the Peak Program from Center for Creative Leadership Staff and Leadership at the Peak Participants - Colorado Springs - USA. Current position: Member of the Board of Trustees ofFundação Bradesco.  Luiz Carlos Brandão Cavalcanti Junior, Deputy Officer: Birth date: March 2, 1962. Summary of Professional Experience: He joined Banco Econômico S.A. in September 1983, an entity initially acquired by Banco Excel Econômico and later on by BBVA (Banco Bilbao Vizcaya Argentaria Brasil S.A.). In September 2003 was transferred to Banco Bradesco S.A. in the position of Executive Superintendent, in March 2005, he was elected Department Officer and, in January 2017, Deputy Officer, position he currently holds. Graduation:Economics fromFaculdade Católica de Ciências Econômicas da Bahia. Other Qualifications:MBA in Advanced Management Program from Amana-Key; Strategic Planning and Implementation from Universidade of Michigan Business-SP; Business negotiation Course from FGV; Management Model Course, Culture and Values from University of NAVARRA - IESE - Spain and from FGV; Making Strategy Work: Leading Effective Execution - Wharton Executive Education from University of Pennsylvania - Philadelphia, USA; Advanced Executive Program - Kellogg School of Management from Northwestern University - Chicago, USA; Program Executive Education Communication - New York Trend Consulting (NYTC) - New York, USA; Strategic Cost Analysis For Managers - Massachusetts Institute of Technology (MIT) - Boston, USA; Implementing Improvement Strategies: Practical Tools and Methods - Massachusetts Institute of Technology (MIT) - Boston, USA; Authentic Leadership Program - Harvard Business School - Boston, Massachusetts, USA; and The Leadership at the Peak Program - Center for Creative Leadership Staff and Leadership at the Peak Participants, USA. Current positions: Member of the Board of Trustees ofFundação Bradesco; and Effective Member of the Board of Directors of TecBan - Tecnologia Bancária S.A.  Rogério Pedro Câmara, Deputy Officer: Birth date: October 5, 1963. Summary of Professional Experience: He joined Banco Bradesco S.A. in June 1983. In December 2008, he was promoted to the position of Executive Superintendent, in June 2011, he was elected Officer in January 2012, Department Officer and in January 2017, Deputy Officer, position he currently holds. Graduation: Business Administration fromUniversidade Paulista- UNIP. Other Qualifications: MBA in Controller from Fundação Instituto de Pesquisas Contábeis, Atuariais e Financeiras da Universidade de São Paulo(FIPECAFI/USP); “Lato Sensu” postgraduation degree and MBA


with specialization in Knowledge, Innovation and Technology fromFundação Instituto de Administração- FIA; International Module - MBA in Knowledge, Innovation and Technology from Bentley College - Waltham Massachusetts – USA; Advanced Management Program fromFundação Dom Cabral; Advanced Management Program - IESE Business School from University of Navarra, São Paulo, SP; International Executive Programs: Changing the Game: Negotiation and Competitive Decision Making from Harvard Business School - Boston, USA; Customer - Focused Innovation Program and Leading Change and Organizational Renewal Program from Stanford University Graduate School of Business - California, USA; Making Strategy Work: Leading Effective Execution and Strategic Thinking and Management for Competitive Advantage Program from The Wharton School - Philadelphia, USA; and The Leadership at the Peak program from Center for Creative Leadership - Colorado Springs, USA. The Advanced Strategy Program: Building and Implementing Growth Strategies, High Performance Leadership and in The Executive Development Program from The University of Chicago Booth School of Business - Chicago, USA.  160Form 20-F – December 2016


Table of Contents  6.C. Board PracticesForm 20-F  Current positions: Member of the Board of Trustees ofFundação Bradesco; and Officer of Kirton Bank S.A. – Banco Múltiplo. Previous positions: Alternate Member of the Fiscal Council ofTop Clube Bradesco, Segurança, Educação e Assistência Social. João Carlos Gomes da Silva, Deputy Officer: Birth date:January 1, 1961. Summary of Professional Experience:He joined Banco Bradesco S.A. in June 1981, and was promoted to the position of Branch Manager in May 1992, and Regional Manager in April 2004. In December 2009, he was elected Regional Officer, in January 2012, Departmental Officer and in February 2017, Deputy Managing Officer, the position which he currently holds. Graduation:Degree in Accounting Sciences fromFaculdade de Administração e Economia(FAE).  Other Qualifications:Postgraduate MBA in Business Management and Executive MBA in Distance-learning Business Administration - Emphasis on Banking by FGV; and Advanced Management Program (AMP) from IESE Business School - University of Navarra, São Paulo. Current Positions:Member of the Board of Trustees ofFundação Bradesco; Secretary Officer of ABEL; Vice-Chairman of the Board of Directors of ACREFI; Member of the Consulting Committee of the Commerce Association of São Paulo; Alternate Member of the Board of Directors of CIBRASEC; Associate Officer of the Executive Committee of Banking Products PF (for Individuals) and Member of the Management Committee for the Portability of Credit Operations of FEBRABAN; and Chief Secretary of theSindicato Nacional das Empresas de Arrendamento Mercantil(Leasing).  6.B. Compensation
 The maximum global compensation of our members of the Board of Directors and Board of Executive Officers are established at the Annual General Shareholders' Meetings, These bodies comprise our Executive Officers, Department Officers, Regional Officers and Officers of our subsidiaries. In 2016, our shareholders set the global compensation for our Board of Directors and our Board of Executive Officers and our subsidiaries at R$474.5 million. In 2016, our Directors, our Board of Executive Officers and Officers of our subsidiaries received aggregate compensation of R$441.6 million for their services. Part of the management ́s compensation is variable. The current compensation policy mandates that 50.0% of the net variable compensation amount is meant for the acquisition of our preferred shares to be paid in three annual sequential installments. The first installment is due a year after the payment date. This policy complies with CMN Resolution No. 3,921/10, which regulates compensation policies for senior management of financial institutions. Our Directors, our Board of Executive Officers and Officers of our subsidiaries have the right to participate in the same pension plans available to all our employees. In 2016, we contributed R$251.3 million to pension plans on behalf of our Directors, members of our Board of Executive Officers and of our subsidiaries. 6.C. Board Practices
 Our shareholders elect the members of our Board of Directors at the annual general shareholders’ meeting for one-year terms and members may be re-elected for consecutive terms. The Board of Directors


appoints the members of our Board of Executive Officers for one-year terms, which can also be extended for consecutive terms.  161Form 20-F – December 2016


Table of Contents  6.C. Board PracticesForm 20-F  In addition to this requirement, another condition, included in our Bylaws, remains in force to become a member of ourDiretoria Executiva, a person must have worked for us or our affiliates for a minimum of 10 consecutive years. The Board of Executive Officers, besides the Executive Officers, consists of 33 Department Officers, 16 Officers and 22 Regional Officers. Department Officers, Officers and Regional Officers direct the business of each of our various divisions and branches and report to theDiretoria Executiva. To become a Department Officer, Officer or Regional Officer, a person must be an employee or manager at our staff or one of the affiliates. Our Board of Directors may, for up to 25.0% of the members of our Board of Executive Officers, waive the fulfillment of certain requirements for their appointment, as follows: ·Executive Officers – the Board of Directors can waive the requirement pursuant to which the person should be an employee of our staff or any of the affiliates for at least 10 years. Notwithstanding the above, such requirement cannot be waived for persons to be appointed as Chief Executive Officers or Vice-Presidents; and ·Department Officers, Officers and Regional Officers – the Board of Directors can waive the requirement pursuant to which the person should be an employee or member of the management of our staff or any of the affiliates. The members of our Board of Directors are required to work exclusively for us, unless an exception is granted by the Board of Directors. Notwithstanding the above, the members of our Board of Directors are not required to be or to have been our employees, and service as a member of our Board of Directors does not constitute employment with us. Fiscal Council Under Brazilian law, corporations may have a "Conselho Fiscal," or Fiscal Council, an independent corporate body with general monitoring and supervision powers and shall have from three to five effective members and the same number for alternates. As from the Annual Shareholders’ Meeting held in March 2016, our Bylaws require our Fiscal Council to be a permanent corporate body. Our Fiscal Council has five full members (Domingos Aparecido Maia, José Maria Soares Nunes, Ariovaldo Pereira, Walter Luis Bernardes Albertoni and João Carlos de Oliveira) and five alternates (Nilson Pinhal, Renaud Roberto Teixeira, Jorge Tadeu Pinto de Figueiredo, Reginaldo Ferreira Alexandre and João Sabino) all of whom were elected in March 10, 2017, for a one-year term that will expire in March 2018. In accordance with Brazilian Corporate Law, our Fiscal Council has the right and obligation to, among other things: ·supervise, through any of its members, the actions of our managers and to verify their fulfillment of their duties; ·review and issue opinions regarding our financial statements prior to their disclosure, including the Notes to the financial statements, the independent auditor's report and any Management reports; ·opine on any management proposals to be submitted to the shareholders’ meeting related to: ·changes in our social capital; ·issuance of subscription warrants; ·investment plans and capital expenditure budgets; ·distributions of dividends; and ·transformation of our corporate form and corporate restructuring, as takeovers, mergers and spin-offs. ·inform our Management of any error, fraud, or misdemeanor detected and suggest measures management should take in order to protect our main interests. If our Management fails to take the measures required to protect the company's interests, they are required to inform the shareholders’ meeting of these facts; and  162Form 20-F – December 2016


Table of Contents 6.C. Board PracticesForm 20-F  ·call general shareholders' meetings if Management delays the general shareholders' meeting for more than one month and call special shareholders' meetings in case of material or important matters. Board Advisory Committees Board Committees Our shareholders approved, at the special shareholders' meeting held in December 2003, the creation of the Audit Committee, the Compliance and Internal Control Committee and the Compensation Committee. At the special shareholders' meeting held in March 2006, our shareholders approved the transformation of the Ethical Conduct Committee into a statutory committee. At the special shareholders' meeting held in March 2008, our shareholders approved the creation of the COGIRAC. At the Special Shareholders’ Meeting held in March 2013, the Shareholders resolved to exclude from the Bylaws Articles 22, 24 and 25, which dealt, respectively, with organizational components of the Internal Controls and Compliance Committee, the Ethical Conduct Committee and COGIRAC, reflecting the proposal presented by the Executive Committee of Corporate Governance, assessed by the Board of Directors, to maintain in the Bylaws only those committees whose characterization as statutory is required by legal norms, giving greater speed to the process of managing the committees subordinated to the Board of Directors. Thus, only the Audit Committee and the Compensation Committee remain as statutory roles, which should not be construed as a weakening of the corporate governance structure, as the Board of Directors will maintain these committees under its structure, which removal from the Bylaws was approved. Audit Committee– Pursuant to our Bylaws and to Central Bank regulations since April 2004, we established the Audit Committee, comprising of three to five members, one of which is appointed coordinator, all of them appointed and subject to replacement by the Board of Directors. Appointments to our Audit Committee are for a term of five years. The former members of the Audit Committee may only rejoin the body, after at least three years have passed since the last permitted reappointment. Up to one third of the Audit Committee’s members may be re-elected for a single consecutive term, waiving this period. The current members of the committee are Milton Matsumoto, the committee’s coordinator, Wilson Antonio Salmeron Gutierrez, a member with no specific designation, and Paulo Roberto Simões da Cunha, the Audit Committee financial expert. Milton Matsumoto is also a member of the Board of Directors. In addition, under Brazilian law, the function of hiring independent auditors is reserved for the Board of Directors of a company following recommendation by its Audit Committee. As a result, as specified in Section 3(a)(58) of the Exchange Act, our Board of Directors functions as our Audit Committee for purposes of approving the engagement of our independent auditors for audit services. Except in these respects, our Audit Committee is comparable to and performs the functions of audit committees of U.S. companies. Since our Audit Committee cannot be compared to the audit committees of American companies in terms of engagement of our independent auditors in audit and non-audit services, we have relied on the exemption set forth in Exchange Act Rule 10A - 3(c)(3) in this regard. For more information see "Item 16.D. Exemptions from the listing standards for Audit Committees." The responsibilities of the Audit Committee include: ·establishing its own rules of operation; ·recommending to the Board of Directors the outside firm which should be hired to provide independent audit services, the amount of compensation such firm should receive and providing recommendations as to substitute auditors; ·previously analyzing and authorize hiring our independent auditor for services other than auditing financial statements, from the point of view of compliance with rules on independent status; ·reviewing financial statements prior to their disclosure, including the notes to the financial statements, the independent auditor's report and management reports; ·establishing and disclosing procedures for responding to any reports or allegations of a failure to comply with applicable legal requirements or internal codes and regulations, including procedures to ensure the confidentiality and protection of any persons providing information regarding such failures;  163Form 20-F – December 2016


---



Table of Contents  6.C. Board PracticesForm 20-F  ·evaluating the effectiveness of the work of both the internal and the independent auditors, including their compliance with applicable legal obligations and internal regulations and codes; ·meeting with our Senior Management and both the independent and the internal auditors at least quarterly; ·assessing the Senior Management’s responsiveness to any recommendations made by both the independent and internal auditors; ·advising our Board of Directors regarding any conflicts between the independent auditors and the Board of Executive Officers; ·recommending to our Senior Management, the correction or improvement of policies, practices and procedures identified when performing their activities; and ·following up by occasion of its meetings, on its recommendations and requests for information, including the planning of the respective auditing works in order to turn into minutes the content of such meetings. Compensation Committee–The Compensation Committee has three to seven members, all of whom are members of our Board of Directors with terms of office of one year, and according to the provisions set forth in CMN Resolution No. 3,921/10, should have at least one non-management member. Members are appointed by and may be replaced by the Board of Directors. The committee's primary responsibility is to advise the Board of Directors in the coordination of the Management compensation policy. Other Board Advisory Committees Compliance and Internal Control Committee– The Compliance and Internal Control Committee is comprised of at least five members. All members are formally appointed and may be replaced by the Board of Directors, including its Coordinator. The committee's primary responsibility is to assist the Board of Directors with the performance of its duties related to the adoption of strategies, policies and measures governing internal controls, mitigation of risks, and compliance with the rules applicable to us. Ethical Conduct Committee– The Ethical Conduct Committee is composed of at least five members. All members are formally appointed and may be replaced by the Board of Directors, including its Coordinator. The committee's primary responsibility is to propose actions to ensure the enforcement of our Corporate and Sector Codes of Ethics, and of the rules of conduct related to issues of anticorruption and competition, so that they remain effective. Integrated Risk Management and Capital Allocation Committee- COGIRAC – The Integrated Risk Management and Capital Allocation Committee is composed of at least five members, all formally nominated and may be replaced by the Board of Directors, including its Coordinator. This committee's primary responsibility is to advise the Board of Directors in the performance of its duties in the management and control of risks and capital in the sense of the consolidated economic financial entity. Sustainability Committee –TheSustainability Committee is composed of at least five members, all formally nominated and may be replaced by the Board of Directors, including its Coordinator. The committee’s purpose is to advise the Board of Directors in the performance its tasks related to fostering sustainability strategies, including the establishment of corporate guidelines and actions and reconciling economic development issues with those of socioenvironmental responsibility. Succession Planning andNomination Committee– made up of at least five members, all formally appointed and dismissible by the Board of Directors, including its coordinator. The purpose of the Committee is to advise the Board of Directors on its policy for the appointment of administrators, as well as on matters related to the processes of succession. Ombudsman At the special shareholders' meeting held in August 2007, our shareholders formalized the creation of the Ombudsman. Previously we had an informal Ombudsman. The Ombudsman works on behalf of all our institutions, authorized to operate by the Central Bank. There is one (1) Ombudsman, with a one-year (1) term. The Ombudsman is appointed and may be dismissed by the Board of Directors. The Ombudsman is responsible for: ·checking strict compliance with legal and regulatory rules related to consumer's rights and acting as a communication channel among us and our institutions authorized to operate by the


Central Bank, and our customers and users of its products and services, including mediating conflicts;  164Form 20-F – December 2016


Table of Contents  6.D. EmployeesForm 20-F  ·receiving, registering, instructing, analyzing and formally and properly dealing with complaints of customers and users of products and services of the abovementioned institutions, not resolved by the usual services offered by the branches or by any other service station; ·giving necessary clarifications and replying to claimants regarding the status of complaints and the solutions offered; ·informing claimants of the waiting time for a final answer, which should not exceed ten business days, and may be extended, exceptionally and in a justified manner, only once, for an equal period limiting the number of extensions to 10.0% of total claims in the month, and the claimant must be informed of the reasons for the extension; ·sending a conclusive answer to the claimant's demand until expiration of the above waiting time; ·proposing to the Board of Directors corrective or improvement measures to procedures and routines based on the analysis of the complaints received; and ·preparing and sending to the Board of Directors, the Audit Committee and the Internal Audit, at the end of each semester, a qualitative report regarding the Ombudsman's performance, comprising the proposals addressed in the prior item, if any. The CMN Resolution No. 4,433/15 amended certain rules related to the operation of the ombudsman of financial institutions. These rules have been fully effective since June 2016. According to our Bylaws and in order to comply with the rules of the Central Bank, in March 2017, Nairo José Martinelli Vidal Júnior was appointed by the Board of Directors as an Ombudsman, until the first Extraordinary Meeting of the Board of Directors to be held after the Annual Shareholders’ Meeting of 2018. The Ombudsman may be dismissed by our Board of Directors at any time, during the term of his mandate, in cases of noncompliance with the obligations inherent to his position or if his performance is below expectation. Internal Audit Our internal audit area is directly subordinated to the Board of Directors and independently assesses business and information technology processes, contributing to the mitigation of risks, the sufficiency and effectiveness of internal controls, and compliance with internal and external policies, rules, standards, procedures, and regulations. The methodology and execution of the work are certified by the Brazilian Institute if Independent Auditors, which takes into account the technical recommendations of the Institute of Internal Auditors (“IIA”) in its assumptions.  6.D. Employees
 As of December 31, 2016, we had 108,793 employees, of which 94,941 were employed by us and 13,852 were employed by our subsidiaries, as compared to 92,861 employees as of December 31, 2015 and 95,520 employees as of December 31, 2014. The following table sets forth the number of our employees and a breakdown of employees by main category of activity and geographic location as of the dates indicated:  165Form 20-F – December 2016


Table of Contents  6.E. Share OwnershipForm 20-F  December 31,

   2016

   2015

   2014Total number of employees

   108,793

   92,861

   95,520Number by category of activityBankingBradesco

   94,941

   80,726

   82,011Insurance activities

   6,700

   6,556

   6,605Pension plan activity

   461

   475

   508Other categories

   6,691

   5,104

   6,396Number by geographic locationCidade de Deus, Osasco

   11,568

   11,603

   11,826Alphaville, Barueri

   2,348

   1,593

   1,646São Paulo

   17,958

   16,296

   16,699Other locations in Brazil

   76,651

   63,127

   65,094International

   268

   242

   255Note: As from July, 2016, it includes employees from HSBC Brasil.
  Our part-time employees work six hours a day, while our full-time employees work eight hours a day, both in a five-day workweek. We had 28,505 part-time employees and 80,288 full-time employees as of December 31, 2016 compared to 26,159 part-time employees and 66,702 full-time employees as of December 31, 2015 compared to 27,798 part-time employees and 67,722 full-time employees as of December 31, 2014. We generally hire our employees at the entry level, and encourage them to remain with us throughout their careers. All employees are entitled, through internal hiring process, to fill new positions, including those in Middle Management, senior and managerial positions. As of December 31, 2016, approximately 61.6% of our employees were associated with one of the labor unions that represent bank or insurance employees in Brazil. We maintain good relations with our employees as well as with their respective labor unions, which we believe is owing mostly to our policy of appreciating staff and having transparent relationships. We are party to two collective bargaining agreements: (i) one relating to our banking employees; and (ii) the other to our insurance sector employees. We offer our employees benefits which include our health and dental plans enabling beneficiaries to choose their doctors, hospitals and dentists anywhere in Brazil, retirement and pension plans, and life and accident insurance with varying coverages. We also have an employee support program – called “Lig Viva Bem,” offering 24-hour support and making available 100% confidential free-of-charge telephone calls. The team is composed of psychologists, social workers and other specialized professionals guiding and supporting employees and their dependents in relation to personal, professional, familiar, legal, nutritional and affective issues. These benefits are available regardless of an employee's position. Currently, 45.2% of our employees participate in our pension plan Bradesco Vida e Previdência. In accordance with our collective bargaining agreement, we also offer our employees profit-sharing compensation plans. Through Universidade Corporativa Bradesco - UniBrad (Bradesco Corporate University), whose mission is to provide professional education and social mobility, we offer development solutions and training to our employees and collaborators. In 2016, we invested R$165.9 million in professional training with a total of more than 888 thousand participations.  6.E. Share Ownership
 As of December 31, 2016, the members of our Board of Directors and Board of Executive Officers indirectly held 3.1% of our voting capital and 1.6% of our total capital stock, in aggregate, through a company called BBD Participações S.A., or "BBD." In addition, some of our directors and executive officers directly hold shares of our capital stock. However, as of December 31, 2016, none of our directors and executive officers individually owned, directly or indirectly, more than 1.0% of any class of our shares.   166Form 20-F – December 2016


Table of Contents  7.A. Major ShareholdersForm 20-F  ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  7.A. Major Shareholders
 As of December 31, 2016, our capital stock was composed of 2,776,801,011 common shares (4,575,045 treasury shares) and 2,776,800,721 preferred shares (17,141,588 treasury shares), with no par value. For information on shareholders' rights and our dividend distributions, see "Item 8.A. Consolidated Statements and Other Financial Information – Policy on dividend distributions" and "Item 10.B. Memorandum and Articles of Association – Organization – Allocation of net income and distribution of dividends." The following chart illustrates our capital ownership structure as of December 31, 2016:     167Form 20-F – December 2016


Table of Contents  7.A. Major ShareholdersForm 20-F  The following table shows the direct ownership of our outstanding common and preferred shares as at March 10, 2017. Shareholders mentioned, except for the members of ourDiretoria Executivaor our Board of Directors, directly hold 5.0% or more of our securities with voting rights: Shareholder

   Number of shares, except %Number of common shares

   Common shares as a percentage of outstanding shares

   Number of preferred shares

   Preferred shares as a percentage of outstanding shares

   Total Number of shares

   Total shares as a percentage of outstanding sharesCidade de Deus Participações

   1,343,322,234

   48.5%

   668,597

   0.0%

   1,343,990,831

   24.3%Fundação Bradesco(1)

   473,179,116

   17.1%

   -

   -

   473,179,116

   8.6%NCF Participações

   233,823,874

   8.4%

   61,975,695

   2.2%

   295,799,569

   5.3%Subtotal

   2,050,325,224

   74.0%

   62,644,292

   2.2%

   2,112,969,516

   38.2%Members of the Board of DirectorsLázaro de Mello Brandão

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Luiz Carlos Trabuco Cappi

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Denise Aguiar Alvarez

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)João Aguiar Alvarez

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Carlos Alberto Rodrigues Guilherme

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Milton Matsumoto

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)José Alcides Munhoz

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Aurélio Conrado Boni

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Total Board of Directors

   13,438,225

   0.5%

   24,057,322

   0.9%

   37,495,547

   0.7%Members of the Diretoria ExecutivaDomingos Figueiredo de Abreu

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Alexandre da Silva Glüher

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Josué Augusto Pancini

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Maurício Machado de Minas

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Marcelo de Araújo Noronha

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)André Rodrigues Cano

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Luiz Carlos Angelotti

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Nilton Pelegrino Nogueira

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)André Marcelo da Silva Prado

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Denise Pauli Pavarina

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Moacir Nachbar Junior

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Octávio de Lazari Junior

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Cassiano Ricardo Scarpelli

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Eurico Ramos Fabri

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Renato Ejnisman

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Walkiria Schirrmeister Marchetti

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Rômulo de Mello Dias

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Aurélio Guido Pagani

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Guilherme Muller Leal

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Luiz Carlos Brandão Cavalcanti Junior

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Rogério Pedro Câmara

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)João Carlos Gomes da Silva

   (*)

   (*)

   (*)

   (*)

   (*)

   (*)Total Members of the Diretoria Executiva

   59,123

   0.0%

   1,567,759

   0.1%

   1,626,882

   0.0%Subtotal

   2,063,822,572

   74.5%

   88,269,373

   3.2%

   2,152,091,945

   38.9%Other

   708,403,394

   25.6%

   2,671,389,760

   96.8%

   3,379,793,154

   61.1%Outstanding Shares

   2,772,225,966

   100.0%

   2,759,659,133

   100.0%

   5,531,885,099

   100.0%Treasury shares

   4,575,045

   -

   17,141,588

   -

   21,716,633

   -Total

   2,776,801,011

   100.0%

   2,776,800,721

   100.0%

   5,553,601,732

   100.0%(1)Also indirectly owns, through its interest in Cidade de Deus Participações and Nova Cidade de Deus, and NCF Participações, 39.7% of our common shares and 20.9% of our total shares.(*) None of the members of our Board of Directors, Board of Executive Officers or other administrative, supervisory or management bodies directly or beneficially holds 1.0% or more of any of our classes of shares, and their individual share ownership has not been previously disclosed to our shareholders or otherwise made public.For more information, see "Item 6.E. Share Ownership".
  The following is a description of our principal beneficial shareholders. None of the principal beneficial shareholders have voting rights that differ from those of the other holders of our common shares. Cidade de Deus Companhia Comercial de Participações Cidade de Deus Companhia Comercial de Participações is a holding company, which we refer to as "Cidade de Deus Participações."It directly holds 48.5% of our voting capital and 24.3% of our total capital. Its shareholders are: (i) Nova Cidade de Deus, with 45.2% of its common and total shares; (ii) Fundação Bradesco, with 33.4% of its common and total shares; and (iii) the Aguiar Family, with 21.4% of its common and total shares as of December 31, 2016. The company's capital stock is made up of common, nominative book-entry shares, with no par value. Nova Cidade de Deus Participações Nova Cidade de Deus Participações is a holding company which we refer to as “Nova Cidade de Deus.”It holds investments in other companies, mainly those that, directly or indirectly, own our voting capital. As of December 31, 2016, the company owned, through its participation in Cidade de Deus Participações, 23.4% of our common shares and 11.9% of our total shares.  168Form 20-F – December 2016


Table of Contents 7.A. Major ShareholdersForm 20-F  The capital stock of Nova Cidade de Deus is divided in class A and class B common shares and one class of preferred shares. Ownership of the class B common shares is limited to: ·members of ourDiretoria Executiva; ·former members of ourDiretoria Executiva, who have become members of our Board of Directors; ·former members of ourDiretoria Executiva, who have become members of the Board of Directors of one or more of our  controlled entities; and ·commercial or civil associations in which the majority of the voting interest is owned by the individuals above. Ownership ofNova Cidade de Deus'class A common shares is limited to the persons entitled to own class B common shares and any civil associations and private foundations managed by them or their appointed representatives. Only the class A and class B common shareholders in Nova Cidade de Deus have voting rights. The Aguiar Family As of December 31, 2016, the members of the Aguiar Family and the estate of Mr. Amador Aguiar indirectly owned, by way of their participation in Cidade de Deus Participações, 11.1% of our common shares and 5.7% of our total shares. In addition, the same parties directly held a total of 1.5% of our common shares, 2.7% of our preferred shares, which correspond to 2.2% of our total shares. None of the members of the Aguiar Family individually or directly holds more than 1.0% of our voting shares. Fundação Bradesco As of December 31, 2016, Fundação Bradesco owned 56.8% of our common shares, 2.0% of our preferred shares and 29.4% of our total shares, directly and indirectly, through its participation in Cidade de Deus Participações, Nova Cidade de Deus and NCF. Under the terms of Fundação Bradesco's bylaws, all of our directors, members of theDiretoria Executivaand department officers, as well as directors and officers of Cidade de Deus Participações, serve as members of the board of trustees of Fundação Bradesco, known as the "Board of Trustees." They receive no compensation for their service on the Board of Trustees. Fundação Bradesco is one of the largest private socio-educational programs in Brazil, it is an innovative social investment initiative which reaches every state in Brazil and the Federal District, and its 40 schools are primarily located in regions of accentuated educational deprivation. In 2016, a total of 108,533 students attended Fundação Bradesco schools from early childhood through to secondary school, and secondary-level vocational or technical education, as well as courses for young people and adults and initial and continuing education for employment and income. In addition to quality formal education free of charge, more than 41,000 elementary school students are also provided with school uniforms, classroom stationery, meals, and medical and dental care. Our "Virtual School" e-learning portal's distance learning programs (“EaD”), benefited 657,384 students who completed at least one of a wide range of courses offered, and another 31,756 students were involved in projects and partnership initiatives such as Digital Inclusion Centers, our "Educate - Act" (Educa+Ação) program, and technology courses. In its 14th consecutive year, the “Voluntary Action National Day” held on May 2016 engaged over 17,000 volunteers at 69 different locations in Brazil, including Fundação Bradesco schools and service centers close to schools. Over 255,000 people were served at this event which promoted issues regardingeducation, health, leisure, sports and the environment. The IT for the Visually Handicapped Program has benefited and trained 12,525 students and fostered social inclusion for thousands of people. Fundação Bradesco's 2016 budget totaled R$595.6 million. Over the last 10 years, Fundação Bradesco has invested a total of R$5.9 billion (at current values) in the foundation. BBD BBD indirectly owned 6.1% of our common shares and 3.1% of our total shares as of December 31, 2016, through its participation in Nova Cidade de Deus. BBD is a holding company that was organized to


hold interests in our capital and in the capital of our indirect and direct shareholders. In 1999, BBD acquired from several shareholders an indirect interest of 5.5% of our voting capital. Only members of the Board of Directors and of the Board of Executive Officers, as well as our skilled employees, of Bradespar, or of our subsidiaries and national not-for-profit legal entities or national companies controlled by them that have as administrators only our employees and/or administrators, may hold BBD shares. However, only the members of the Board of Directors and Executive Officers may own voting shares. Most of our board members and executive officers own shares in BBD.  169Form 20-F – December 2016


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Table of Contents  7.B. Related Party TransactionsForm 20-F  NCF NCF is a holding company controlled by Cidade de Deus Participações and by Fundação Bradesco. As of December 31, 2016, NCF held 8.4% of our common shares and 5.4% of our total shares. Market Direct market holdings represented 26.0% of our voting capital as of December 31, 2016 and 97.7% of our preferred shares. Common and preferred shares held by the market accounted for 61.8% of our share capital. As of December 31, 2016, 1,235 foreign investors with a stake in our share capital in the amount of: (i) 56.6% of preferred shares; and (ii) 11.1% of common shares. Of the reported percentages, the GDRs (Global Depositary Receipts) accounted for 0.01% of preferred shares and the ADRs (American Depositary Receipts) accounted for 26.6% of preferred shares and 0.01% of common shares.  7.B. Related Party Transactions
 Transactions with controllers, joint control and related parties, and key management personnel are conducted on arms' length terms as demonstrated below: December 31,

   R$ in thousands2016

   2015

   2014ASSETSLoans and advances to banks

   1,033,479

   223,874

   101,025Other assets

   6,128

   11,277

   6,754LIABILITIESDeposits from customers

   (1,524,462)

   (231,110)

   (157,540)Funds from securities issued

   (6,977,691)

   (2,509,577)

   (1,151,105)Corporate and statutory obligations

   (1,770,149)

   (1,279,382)

   (1,019,589)Other liabilities

   (13,704)

   (24,811)

   (9,534)INCOME AND EXPENSESNet interest income

   (1,280,078)

   (167,583)

   (164,134)Other income/expense

   133,451

   88,406

   (68,366)
  Under Laws No. 4,595/64 and No. 7,492/86, financial institutions may not grant loans or advances to: ·officers and members of the Board of Directors, fiscal councils, advisory committees and similar corporate bodies, as well as their spouses and relatives up to the second degree; ·individuals or legal entities with a direct or indirect equity interest of at least 10.0%; ·legal entities in which such financial institutions held a direct or indirect equity interest of at least 10.0%; and ·legal entities in which capital any officers or managers of such financial institution, including their spouses or relatives of the second degree, held a direct or indirect equity interest of at least 10.0%. Accordingly, we have not assigned any loans or advances to any of our subsidiaries, affiliates, executive officers, board members or their relatives of second degree. Under Brazilian regulation, financial institutions must keep any record of impediment updated in order to avoid the occurrence of any prohibited loan or cash advance. For further details on restrictions on the operations of financial institutions, see "Item


4.B. Business Overview – Regulation and Supervision – Bank regulations – Principal limitations and restrictions on activities of financial institutions."  170Form 20-F – December 2016


Table of Contents  8.A. Consolidated Statements and other Financial InformationForm 20-F  7.C. Interests of Experts and Counsel
 Not applicable. ITEM 8. FINANCIAL INFORMATION
  8.A. Consolidated Statements and other Financial Information
 See "Item 18. Financial Statements," which contains our audited consolidated financial statements prepared in accordance with IFRS. Legal proceedings We are a party to civil, tax and labor administrative proceedings and lawsuits that have arisen during the normal course of our business. We do not have any litigation matters that are significant on an individual basis. We believe that there are no suits pending or threatened, individually or in the aggregate, that if decided against us would have a material adverse effect on our business, financial condition, properties, prospects or results of operations. As of December 31, 2016, we had provisions of R$18,292 million, 27.9% related to labor matters, 27.4% related to civil liability cases and 44.7% related to tax issues. For additional information, see Note 37 to our consolidated financial statements in "Item 18. Financial Statements." Probable losses recognized in our consolidated financial statements refer to tax and social security matters related to inflation adjustments and legality of certain taxes and contributions. The remaining litigation, where the probability of loss is considered as possible based on our judgment using available information, are related to tax assessments, in the amount of R$16,483 million as of December 31, 2016 (R$9,635 million in 2015). We believe these tax assessment notices are inconsistent with current law and are therefore not recognized in our consolidated financial statements. We believe that as of December 31, 2016, we have set aside sufficient funds as provisions to cover our probable losses from litigation, subject to the inflation-indexation requirement for provisions relating to certain tax matters. Labor matters– The labor matters in which we were involved during the year ended December 31, 2016 are mainly claims brought by former employees and outsourced employees seeking indemnifications, especially for unpaid overtime, according to Article 224 of the Consolidation of Labor Laws (CLT). In proceedings in which a judicial deposit is used to guarantee the execution of the judgment, the labor provision is made considering the estimated loss of these deposits. For proceedings with similar characteristics, the provision is recorded based on the average calculated value of payments made for labor complaints settled in the past 12 months; and proceedings originating from acquired banks, with unique characteristics, the calculation and assessment of the required balance is conducted periodically, based on the updated recent loss history. Overtime is monitored by using electronic time cards and paid regularly during the employment contract and, accordingly, the claims filed by our former employees do not represent significant amounts. Tax-related matters– We are also a party to a number of judicial lawsuits and administrative proceedings, mainly involving issues related to constitutionality and fair interpretation of some tax requirements. Some claims relate to the non-payment of taxes which we are contesting; others stem from collections (notifications) of supervisory agencies of the Ministry of Finance and aim at recovering taxes we understand have already been paid or unduly paid. The amounts we have not paid in view of these claims have in general been provisioned in conformity with applicable accounting rules and are restated based on criteria established by tax legislation. On the other hand, those taxes to be refunded are only recorded  when the prospect of realizing these assets is practically certain. See Note 17 to our consolidated financial statements for a description of our most relevant tax claims. Civil matters– We are a party to various civil lawsuits, although none of them are material. Lawsuits consist mainly of claims for indemnification for presumed damages caused during the ordinary course of business activities and cases where inflation indices were not applied to the adjustment of saving accounts as a result of economic plans, although we complied with the law in force at the time. For more information


on lawsuits in relation to economic plans, see “Item 3.D. Risk Factors – Risks relating to us and the Brazilian banking industry – The Brazilian Supreme Court is currently deciding cases relating to the application of inflation adjustments which may increase our costs and cause losses.”  171Form 20-F – December 2016


Table of Contents  8.A. Consolidated Statements and other Financial InformationForm 20-F  Probable risk cases are all provisioned, and do not incur in a material adverse effect on our results of operations or financial position. Other matters– We are currently not subject to any significant disputed processes with the Central Bank, CVM, ANS or SUSEP. We comply with all regulations applicable to the business, issued by the aforementioned regulatory bodies. Policy on dividend distributions Our Bylaws require our Board of Directors to recommend, at each annual general shareholders' meeting, that our net income for the fiscal year (in accordance with BR GAAP) be allocated as follows: ·5.0% for the legal reserve, not exceeding 20.0% of the paid-up capital in each fiscal year. This requirement shall not be applicable in fiscal years when the legal reserve, added to our other capital reserves, exceeds 30.0% of our paid-up capital; ·an amount (to be determined by our shareholders based on probable potential losses) to a contingency reserve against future losses; ·at least 30.0% (after the deductions for the legal reserves and contingencies) for mandatory distribution to our shareholders; and ·any outstanding balance to a statutory profit reserve for the maintenance of an operating margin that is compatible with our credit businesses, up to a limit of 95.0% of our paid-up capital. Our Bylaws also authorize our shareholders to allocate an amount to a reserve for realizable revenue. Our shareholders have never allocated amounts to such reserve. A minimum of 30.0% of our net income must be distributed as annual dividends and must be paid out within 60 days following the annual general shareholders' meeting. However, Brazilian corporate law (Brazilian Law No. 6,404/76) permits us to suspend payment of the mandatory dividends if our Board of Directors reports, at the shareholders' meeting, that the distribution would be incompatible with our financial condition, and our shareholders approve the suspension by a simple majority vote. Under the Brazilian Corporate Law, the Board of Directors shall file a report with the CVM, justifying the suspension, within five days after the annual general shareholders' meeting. The income not distributed as dividends due to suspension must be allocated to a special reserve. If it is not absorbed by subsequent losses, the amount in the reserve shall be paid as dividends as soon as our financial situation allows us to. Preferred shareholders are entitled to receive dividends per share in an amount 10.0% greater than the dividends per share paid to common shareholders. Our Board of Executive Officers, subject to approval by the Board of Directors, may distribute dividends based on the profits reported in interim financial statements. The amount of distributed interim dividends shall not exceed the amount of the additional paid-in capital. Our Board of Executive Officers bases the amount of the interim dividends to be distributed on previously accumulated profits or retained earnings. Since 1970, we have been distributing interim dividends on a monthly basis. Today we maintain an automatic system for the monthly payment of interest on equity. Consistent with Brazilian law, our Bylaws allow ourDiretoria Executiva, upon approval by the Board of Directors, to make distributions in the form of interest on equity instead of dividends. Payments of interest on equity may be included as part of any mandatory dividends. Since July 1997, we have made monthly payments of interest on equity at an amount approved by our Board of Directors before the statement of dividends at the end of each fiscal year. The amounts paid as interest on equity, net of income tax, are discounted from the amount of dividends declared. Pursuant to Brazilian law, a shareholder who does not receive a dividend payment may start a proceeding for the collection of these payments within three years following thedividends statement date. After this period, unclaimed dividends return to the company. Our policy relating to dividend distributions and/or interest on equity is to maximize the amount of distributions, in accordance with our tax management strategy. For additional information, see "Item 5.A.


Operating Results – Overview – Taxes."  172Form 20-F – December 2016


Table of Contents 9.A. Offer and Listing DetailsForm 20-F  8.B. Significant Changes
 See "Item 4.A. History and Development of the Company – Recent Acquisitions." ITEM 9.THE OFFER AND LISTING
  9.A. Offer and Listing Details
 Our ADSs are traded on the New York Stock Exchange (“NYSE”), under the symbols “BBD” (preferred share ADSs) and “BBDO” (common share ADSs). Our preferred share ADSs were first listed on the NYSE in 2001. Each preferred share ADS corresponds to one preferred share. An increase to our capital stock of R$8,000,000 thousand was approved at the Extraordinary General Meeting of March 10, 2016, increasing capital stock from R$43,100,000 thousand to R$51,100,000 thousand through the capitalization of part of the balance of the account “Profit Reserves - Statutory Reserve,” pursuant to article 169 of Law No. 6,404/76, with a 10.0% bonus in shares, to existing shareholders at a ratio of one new share for every ten shares of the same type that they own, benefiting the shareholders registered with us on April 15, 2016. After the date of approval of the financial statements, in the Extraordinary General Meeting of March 10, 2017, the approval was proposed by the Board of Directors to increase the capital stock by R$8,000,000 thousand, increasing it from R$51,100,000 thousand to R$59,100,000 thousand, with a bonus in shares, through the capitalization of part of the balance of the account “Profit Reserves - Statutory Reserve”, in compliance with the provisions in Article 169 of Law No. 6,404/76, by issuing 555,360,173 new nominative-book entry shares, with no nominal value, whereby 277,680,101 are common and 277,680,072 are preferred shares, attributed free-of-charge to the shareholders as bonus, to the ratio of 1 new share for every 10 shares of the same type that they own on the base date. Our shares are listed in Brazil’s main stock indexes, including the indexes that measure the total return of a theoretical portfolio composed of 50 and 100 shares, IBrX-50 and IBrX-100, respectively, selected from among the most traded shares on B3; the IBrA (Broad Brazil Index); the IFNC (Financial Index, composed of banks, insurance companies and financial institutions); the ISE (Corporate Sustainability Index); the IGCX (Special Corporate Governance Stock Index); the IGCT (Corporate Governance Trade Index); the ITAG (Special Tag-Along Stock Index); the ICO2 (index composed of shares of companies listed in the IBrX-50 index and that accepted taking part in this initiative by adopting transparent greenhouse gas emission practices); and the Mid-Large Cap Index – MLCX (which measures the return of a portfolio composed of the highest capitalization companies listed). Abroad, our shares are listed on the Dow Jones Sustainability World Index, in the Dow Jones Sustainability Emerging Markets portfolio of the NYSE, and on the FTSE Latibex Brazil Index of the Madrid Stock Exchange. In January 2012, the Central Bank authorized our creation of an ADR program for our common shares in the USA market. As part of this authorization, and after government had affirmed it as being in its interest, the Central Bank increased the limit of foreign interest in our capital stock from 14.0% to 30.0%. The increase in the limit of foreign interest in our common shares did not alter our ownership or control structure. In March 2012, our common share ADSs became listed on the NYSE under the symbol "BBDO." Each common share ADS corresponds to one common share. The following tables show, for the indicated period, the reported high and low sale prices in nominalreaisfor the preferred and common shares on B3:  173Form 20-F – December 2016


---



Table of Contents  9.A. Offer and Listing DetailsForm 20-F  in R$

   Average monthly trading volume (1)Price per Preferred share(1)High

   Low

   Shares (in units)2010

   19.51

   13.29

   135,416,9742011

   18.26

   13.62

   172,197,5562012

   20.93

   14.81

   187,938,5192013

   22.37

   16.26

   210,434,0742014

   27.76

   16.22

   230,938,05920151st Quarter

   26.42

   22.36

   212,382,7572nd Quarter

   26.73

   22.11

   188,122,4773rd Quarter

   24.15

   17.16

   262,541,5834th Quarter

   20.40

   16.45

   309,054,16720161st Quarter

   24.97

   14.65

   359,927,6632nd Quarter

   26.55

   21.23

   239,659,0933rd Quarter

   29.40

   24.03

   209,451,4004th Quarter

   33.15

   26.37

   221,376,2332017January

   33.09

   28.45

   167,985,400February

   34.51

   30.69

   191,613,200March

   33.98

   30.81

   194,665,300(1)Prices and amounts adjusted by income and other corporate events.Source: Economatica.
  in R$

   Average monthly trading volume (1)Price per Common share (1)High

   Low

   Shares (in units)2010

   15.49

   10.83

   19,157,4242011

   15.60

   11.67

   25,355,3202012

   20.81

   12.84

   33,165,3862013

   24.35

   18.38

   44,049,8812014

   27.71

   17.90

   33,328,13020151st Quarter

   26.57

   22.48

   26,116,0172nd Quarter

   26.74

   21.28

   29,535,7703rd Quarter

   24.08

   19.03

   43,339,3034th Quarter

   22.93

   17.80

   45,320,03720161st Quarter

   27.91

   15.55

   42,910,9632nd Quarter

   28.87

   22.96

   29,899,2903rd Quarter

   29.50

   25.54

   28,549,5334th Quarter

   31.51

   26.12

   30,332,3672017Janury

   32.98

   28.59

   27,928,700February

   34.14

   30.38

   27,021,900March

   32.91

   30.70

   40,852,200(1)Prices and amounts adjusted by income and other corporate events.Source: Economatica.
  174Form 20-F – December 2016


Table of Contents  9.A. Offer and Listing DetailsForm 20-F  The following table shows, for the indicated periods, the reported high and low closing sale prices in U.S. dollars for the preferred share ADSs on the NYSE:  in U$$

   Average monthly trading volume (1)Price per preferred share ADS (1)High

   Low

   Preferred share ADS (in units)2010

   11.85

   7.19

   310,224,5892011

   11.51

   7.61

   312,539,6382012

   10.64

   7.36

   265,249,6162013

   11.29

   7.23

   214,149,3342014

   12.40

   6.66

   244,415,97120151st Quarter

   9.62

   6.89

   245,677,3292nd Quarter

   9.09

   7.13

   213,831,4223rd Quarter

   7.74

   4.13

   311,464,4624th Quarter

   5.38

   4.06

   414,925,43120161st Quarter

   6.88

   3.47

   365,813,2032nd Quarter

   7.68

   5.82

   293,642,9943rd Quarter

   9.13

   7.19

   232,554,5274th Quarter

   10.36

   7.76

   279,152,6002017January

   10.47

   8.95

   202,513,968February

   11.24

   9.87

   190,036,707March

   10.86

   9.84

   232,589,577(1)Prices and amounts adjusted by income and other corporate events.Source: Economatica.
  Our common share ADSs have been traded on the NYSE since March 2012. The following table shows, for the indicated periods, the reported high and low closing sale prices in U.S. dollars for the common share ADSs on the NYSE:  in U$$

   Average monthly trading volume (1)Price per common share ADS (1)High

   Low

   Common share ADS (in units)2012

   10.09

   6.53

   61,1522013

   12.28

   7.39

   78,5162014

   12.30

   7.62

   54,31420151st Quarter

   9.70

   6.01

   69,3812nd Quarter

   9.48

   6.64

   60,8503rd Quarter

   7.71

   4.60

   99,2804th Quarter

   6.93

   4.18

   98,49420161st Quarter

   7.79

   3.61

   105,1622nd Quarter

   8.33

   6.21

   68,5983rd Quarter

   9.23

   7.06

   87,2064th Quarter

   10.03

   7.52

   56,7222017January

   10.52

   9.03

   65,425February

   10.99

   9.69

   14,025March

   10.60

   9.40

   228,301(1)Prices and amounts adjusted by income and other corporate events.Source: Economatica.
  Our shares are registered in book-entry form and we perform all the services of safe-keeping and transfer of shares. Our shareholders may choose to hold their shares registered at the Stock Exchange of B3 (former Brazilian Clearing and Depository Corporation -Companhia Brasileira de Liquidação e Custódia– CBLC). Under Brazilian law, non-Brazilian holders of our shares may be subject to certain adverse tax consequences due to their ownership and any transfer of our shares. For further discussion of the restrictions on the transfer of preferred shares, see "Item 10.B. Memorandum and Articles of Association –


Organization – Form and transfer" and "Item 10.D. Exchange Controls."  175Form 20-F – December 2016


Table of Contents  9.C. MarketsForm 20-F  Our preferred shareADSs and common share ADSs are represented by preferred shareADRs and common share ADRs. Our preferred shareADSs and common share ADSs may be held in registered form with the depository – The Bank of New York Mellon – or in book entry form through financial institutions that are members of the "Depository Trust Company" or DTC. The depositary bank, as registrar, performs the services of transfer of the preferred shareADRs and common share ADRs. Title to an preferred shareADR or common share ADR (and to each preferred shareADS or common share ADS evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, is transferable by delivery with the same effect as in the case of a certificated security under the laws of the State of New York. Holders of the preferred shareADRs and common share ADRs who transfer their preferred shareADRs and common share ADRs may be required to: ·reimburse the depositary bank for any taxes, governmental charges or fees the depositary bank has paid; ·pay any transfer fees as required by the deposit agreements; ·produce satisfactory proof of identity and genuineness of their signatures or any other documents required by the deposit agreements; ·comply with any United States, Brazilian or other applicable laws or governmental regulations; and ·comply with such reasonable regulations, if any, as we and the depositary bank may establish consistent with the deposit agreements. All of our outstanding shares are fully paid and non-assessable. The rights of holders of our preferred shares are limited in comparison with those of the holders of common shares in several material ways: ·Each common share entitles the holder to one vote at shareholders' meetings, while holders of preferred shares are only entitled to a vote in the limited circumstances described in "Item 10.B. Memorandum and Articles of Association – Organization – Voting rights;" and ·The nature of preferred shareholders' preemptive rights to subscribe for shares or convertible securities depends on the proportion of capital that would be represented by preferred shares after the capital increase, as described under "Item 10.B. Memorandum and Articles of Association – Organization – Preemptive rights." The holders of the preferred shareADSs and common share ADSs have the rights corresponding to the underlying shares, subject to the Deposit Agreements. Owners of the preferred shareADSs and common share ADSs are parties to the Deposit Agreements and therefore are bound to its terms and to the terms of the preferred shareADRs and common share ADRs that represent the preferred shareADSs and common share ADSs. 9.B. Plan of Distribution
 Not applicable. 9.C. Markets
 Trading on the B3 B3 is a publicly traded corporation. Beginning in April 2000, the Brazilian stock exchanges were reorganized through the execution of protocols of intention by the Brazilian stock exchanges. Until April 2004, all shares underlying securities were traded only on the B3, with the exception of privatization auctions, which occurred on the Rio de Janeiro Stock Exchange. In May 2004, the Rio de Janeiro Stock Exchange reopened for the trading of certain Brazilian government securities. If you were to trade in our shares on the B3, your trade would settle in three business days after the trade date. The seller is ordinarily required to deliver the shares to the exchange on the third business day following the trade date. Delivery of and payment for shares are made through the facilities of the Central Depository of B3. The B3 is less liquid than the NYSE or other major exchanges in the world. As of December 31, 2016, the aggregate market capitalization of the 349 companies listed on the B3, was equivalent to


US$758.8 billion and the 10 largest companies listed on the B3 represented 54.8% of the total market capitalization. Although any of the outstanding shares of a listed company may trade on a Brazilian stock exchange, in most cases fewer than half of the listed shares are actually available for trading by the public, the remainder being held by a small group of controlling persons, by governmental entities or by one principal shareholder. As of December 31, 2016, we accounted for 6.5% of the market capitalization of all listed companies on the B3.  176Form 20-F – December 2016


Table of Contents  9.C. MarketsForm 20-F  Trading on Brazilian stock exchanges by a holder not deemed to be domiciled in Brazil for Brazilian tax and regulatory purposes (a "non-Brazilian holder") is subject to certain limitations under Brazilian foreign investment legislation. With limited exceptions, non-Brazilian holders may only trade on Brazilian stock exchanges in accordance with the CMN requirements. Investments made by foreigners on stock exchanges were traditionally regulated by Resolution No. 2,689/00, which required that securities held by non-Brazilian holders were maintained in the custody of or in deposit accounts with financial institutions duly authorized by the Central Bank and the CVM. In addition, Resolution No. 2,689/00 required non-Brazilian holders to restrict their securities trading to transactions on Brazilian stock exchanges or qualified over-the-counter markets. With limited exceptions, according to Resolution No. 2,689/00, non-Brazilian holders should not transfer to other non-Brazilian holders the ownership of investments. In September 2014, the CMN issued Resolution No. 4,373/14, amending and improving the provisions for (i) foreign investments through a depositary receipt mechanism; and (ii) investments made by non-resident investors in the financial and capital markets in Brazil. The main changes were: (a) increasing the number of instruments that may be issued through depositary receipts; (b) making it possible for non-resident investors to invest in financial and capital markets without having previously entered into foreign exchange operations; (c) clarifying the criteria for simultaneous foreign exchange operations; and (d) increasing the responsibility of the non-resident investor’s representative. CMN Resolution No. 4,373/14 became effective in March 2015. See "Item 10.D. Exchange Controls" for further information about CMN Resolution No. 4,373/14, and "Item 10.E. Taxation – Brazilian tax considerations – Taxation of gains" for a description of certain tax benefits extended to non-Brazilian holders who qualify under CMN Resolution No. 4,373/14. Corporate governance practices of B3 In 2000, B3 introduced three special listing segments known as “Levels 1 and 2 of Differentiated Corporate Governance Practices and Novo Mercado" with the purpose of stimulating the secondary market of securities issued by Brazilian companies listed on B3, encouraging these companies to follow good corporate governance practices. B3 subsequently introduced two new segments called "Bovespa Mais” and “Bovespa Mais Nível 2,” specifically for small- and medium-scale companies. The listing segments were designed for the trading of shares issued by companies that voluntarily commit themselves to follow corporate governance practices and disclosure requirements beyond those required by Brazilian legislation. These rules generally increase shareholders' rights and increase the quality of the information made available to shareholders. Newly amended rules for Levels 1 and 2 of Differentiated Corporate Governance Practices came into effect in May 2011. To become a "Level 1" company, the issuer must agree to the following requirements, in addition to those imposed by applicable law: (i) ensure that the shares that represent at least 25.0% of its total capital are actually available for trading; (ii) adopt offering procedures that favor the widespread ownership of the shares whenever a public offer is made; (iii) comply with minimum standards for quarterly disclosure; (iv) follow stricter disclosure policies for transactions done by its controlling shareholders, members of its Board of Directors and executives that involve securities issued by the issuer; (v) submit any existing shareholders' agreement and stock option plans to B3; and (vi) prepare a schedule of corporate events and make it available to the shareholders. To become a "Level 2" company, the issuer must agree to the following requirements, in addition to those imposed by applicable law: (i) comply with all Level 1 listing requirements; (ii) grant tag-along rights to all shareholders in case the company's control is transferred, offering to common shareholders the same price paid per share for the controlling block of common and preferred shares; (iii) give holders of preferred shares voting rights for decisions on certain corporate restructurings and related-party transactions, such as: (a) conversions, acquisitions, mergers or splits; (b) approval of any transactions between the company and its controlling shareholder, if such decisions are within the competence of the general meeting; (c) valuation of assets to be used for payment of a share capital increase; (d) selecting an institution or specialized company to determine the economic value of the company; and (e) any alterations to these voting rights that will prevail as long as the agreement to adhere to the B3's Level 2 segment is in force; (iv) the Board of


Directors made up of at least five members of which at least a minimum of 20.0% shall be independent members with a term of office limited to two years, and re-election is permitted; (v) prepare financial statements in English, including the statement of cash flows, according to international accounting standards such as U.S. GAAP or IFRS; (vi) effect a tender offer by the company's controlling shareholder (the minimum price of the shares to be offered shall be determined by an assessment process), if the controlling shareholder decides on the delisting from the "Level 2" segment; and (vii) exclusively adopt the B3 "Arbitration Board" rules for resolving any conflicts between the company and its investors.  177Form 20-F – December 2016


Table of Contents  10.B. Memorandum and Articles of AssociationForm 20-F  To join B3's "Novo Mercado" segment, an issuer must meet all requirements described in "Levels 1 and 2," including the issuance of common shares only (with voting rights) and granting tag-along rights to all shareholders in case the company's control is transferred, offering the same price paid per share for the controlling block of shares. In June 2001, we executed an agreement with B3 to list our shares in the "Level 1" segment, effective immediately after the disclosure of the offer's opening date in Brazil. We agreed to comply with and continue to comply with all of the "Level 1" listing requirements. 9.D. Selling Shareholders
 Not applicable. 9.E. Dilution
 Not applicable. 9.F. Expenses of the Issue
 Not applicable. ITEM 10.ADDITIONAL INFORMATION
  10.A. Share Capital
 For more information on our capital stock, see Note 39 to our consolidated financial statements in "Item 18. Financial Statements." 10.B. Memorandum and Articles of Association
 We are a publicly traded company duly registered with the CVM under No. 00090-6. Article 5 of our Bylaws establishes our purpose as carrying out banking transactions in general, including foreign exchange activities. Organization Qualification of directors Since the promulgation of Law No. 12,431/11, which amended Law No. 6,404/76, members of the Board of Directors are no longer required to be shareholders of the companies in which they occupy these positions. Neither do they have to meet residency requirements to be eligible for board member positions. Allocation of net income and distribution of dividends Our Bylaws, in conformity with the Brazilian Corporate Law, require the Board of Directors to recommend, at each annual general shareholders' meeting, the allocation of net income for the fiscal year as follows: ·5.0% of net income determined in accordance with BR GAAP to a legal reserve, during each fiscal year, not to exceed 20.0% in the aggregate of our paid-in capital. This requirement shall not be applicable in fiscal years when the legal reserve, added to our other additional paid-in capital, exceeds 30.0% of our paid-in capital; ·upon proposal by our Management, an amount to a contingency reserve against future losses, which amount is determined by our shareholders on the basis of what potential losses they consider probable. Historically, our shareholders never allocated profits to this reserve;  178Form 20-F – December 2016


Table of Contents  10.B. Memorandum and Articles of AssociationForm 20-F  ·at least 30.0% of net income according to BR GAAP (adjusted by the deductions under the preceding items) for mandatory distribution to our shareholders; and ·any balance to revenue reserves for the maintenance of an operational margin that is compatible with the conduct of our lending business, up to a limit of 95.0% of our paid-in capital. Our Bylaws also authorize our shareholders to allocate an amount to a reserve for realizable revenue. Historically, our shareholders have not allocated amounts to such reserve. The minimum of 30.0% of our adjusted net income according to BR GAAP must be distributed as annual dividends and paid out within 60 days of the general shareholders’ meeting in which the distribution is approved. However, Brazilian Corporate law permits us to suspend payment of the mandatory distribution if our Board of Directors reports to the shareholders’ meeting that the distribution would be incompatible with our financial condition, event in which the suspension is subject to approval by the shareholders' meeting. Under Brazilian Corporate law, the Fiscal Council shall prepare a report on this matter and the Board of Directors is obligated to present a justification for the suspension with the CVM within five days of the shareholders’ meeting. The income not distributed due to the suspension must be allocated to a special reserve. If not absorbed by subsequent losses, the amounts in the reserve shall be paid as dividends as soon as our financial situation permits. Preferred shareholders are entitled to receive dividends per share in an amount 10.0% greater than the dividends per share paid to the common shareholders. Under Brazilian law, we must prepare financial statements according to BR GAAP on a quarterly and on an annual basis and according to IFRS on an annual basis. OurDiretoria Executiva, with Board of Directors approval, may distribute dividends based on the profits reported in interim financial statements. Our Bylaws provide for the payment of interim dividends, which cannot exceed the amount of our retained earnings or our profit reserves contained in our last, annual or bi-annual financial statements. OurDiretoria Executivabases the amount of the interim dividends on previously accrued or retained earnings. In March 2013, the Central Bank issued several rules related to the implementation of the Basel III Accord requirements in Brazilian banks. Pursuant to Resolution No. 4,193/13, the Central Bank now has the power to intervene in a financial institution in breach of the additional capital requirements to limit the distribution of dividends and payment of extraordinary amounts to the institution’s officers and directors. Such restriction could be applied proportionally to the difference between the required additional capital and the actual additional capital, as follows: (i) if the actual capital is less than 25.0% of the required capital, restriction of up to 100% on distributions; (ii) if the actual capital is 25.0% or higher and below 50.0% of the required capital, restriction of up to 80.0% on distributions; (iii) if the actual capital is 50.0% or higher and below 75.0% of the required capital, restriction of up to 60.0% on distributions; and (iv) if the actual capital is 75.0% or higher and below 100% of the required capital, restriction of up to 40.0% on distributions. We are currently in compliance with all capital requirements. Shareholders’ meetings Our shareholders have the power to decide any matters related to our corporate purpose and to approve any resolutions they deem necessary for our protection and development, through voting at a general shareholders' meeting. As from the Annual General Meeting of 2013, shareholders resolved that our meetings shall be convened by the publication of call notices in the Diário Oficial do Estado de São Paulo (Official Gazette of the State of São Paulo) and the Valor Econômico newspaper, all in the State of São Paulo. The notice must be published three times, beginning at least 30 calendar days prior to the scheduled meeting date. The notice must contain the meeting ́s agenda and, in the case of a proposed amendment to our Bylaws, an indication of the subject matter. The Board of Directors, or, in some specific situations set forth in the Brazilian Corporate Law, the shareholders, may call our general shareholders' meetings. A shareholder may be represented at a general meeting by an attorney-in-fact so long as the attorney-in-fact was appointed within less than a year of the meeting. The attorney-in-fact must be a shareholder, a member of our Management, a lawyer or a financial institution and for investment funds, the fund manager is responsible for representing quota holders. Shareholders that are legal entities may also be represented by their own legal representatives. The power of attorney given the attorney-in-fact must comply with certain formalities set forth by Brazilian law. In order for a general shareholders’ meeting to validly take any action, shareholders representing at least one quarter of our issued and outstanding common shares must be present at the meeting. However,


in the case of a general meeting to amend our Bylaws, shareholders representing at least two-thirds of our issued and outstanding common shares must be present. If no such quorum is verified, the Board of Directors may call a second meeting by notice given at least eight calendar days prior to the scheduled meeting and otherwise in accordance with the rules of publication described above. The quorum requirements will not apply to a second general meeting, subject to the quorum requirements applicable to the first one.  179Form 20-F – December 2016


Table of Contents  10.B. Memorandum and Articles of AssociationForm 20-F  In March 2017, we adopted a remote voting system at our Shareholder’s Meetings, in accordance with Article 21-A of CVM Instruction No. 481/09. Voting rights Each common share entitles its holder to the right of one vote at our shareholders' meetings. Except as otherwise provided by law, the decisions of a general shareholders’ meeting are passed by a vote by holders of a simple majority of our common shares, while abstentions are not taken into account. In March 2002, the Brazilian Corporate Law was amended to, among other issues, grant more protection to minority shareholders and ensure them the right to appoint one member of the Board of Directors and an alternate to our Board of Directors. To qualify for the exercise of such right, the minority shareholder must have held, for at least the prior three months either: (i) preferred shares representing the minimum of 10.0% of our capital stock; or (ii) common shares representing at least 15.0% of our voting shares. If no shareholders meet the thresholds, shareholders representing at least 10.0% of our capital stock may be able to combine their holdings to appoint one member and an alternate to our Board of Directors. The Brazilian Corporate law provides that non-voting preferred shares acquire voting rights when a company has failed for the term provided for in its bylaws (for more than three fiscal years) to pay any fixed or minimum dividend to which such shares are entitled. Such voting rights remain effective until payment of the cumulative dividends is made. Shareholders Pursuant to Brazilian law, the approval of the holders of a majority of the outstanding adversely affected preferred shares as well as shareholders representing at least one-half of the issued and outstanding common shares is required for the following actions: ·creating or increasing an existing class of preferred shares without preserving the proportions of any other class of the existing shares; ·changing a preference, privilege or condition of redemption or amortization of any class of preferred shares; and ·creating a new class of preferred shares that has preference, privilege or condition of redemption or amortization superior to the existing classes of preferred shares. These actions are put to the vote of the holders of the adversely affected preferred shares at a special meeting, where each preferred share entitles the shareholder to one vote. Preferred shareholders have the right to vote on any change to our legal form and obtain the right to vote if we enter into a liquidation process. The approval of holders of at least one-half of the issued common shares is required for the following actions: ·reducing the mandatory distribution of dividends; ·approving a takeover, merger or spin-off; ·approving our participation in a "grupo de sociedades" (a group of companies whose management is coordinated through contractual relationships and equity ownerships), as defined under the Brazilian Corporate Law; ·changing our corporate purpose; ·ceasing our state of liquidation; and ·approving our dissolution. Pursuant to Brazilian Corporate Law, holders of common shares, voting at a general shareholders’ meeting, have the exclusive power to:  180Form 20-F – December 2016


Table of Contents  10.B. Memorandum and Articles of AssociationForm 20-F  ·amend our Bylaws, including changes to the rights of the holders of the common shares; ·elect or dismiss members of our Board of Directors; ·receive the yearly accounts prepared by our Management and accept or reject management's financial statements, including the allocation of net profits for payment of the mandatory dividend and allocation to the various reserve accounts; ·suspend the rights of a shareholder who has not fulfilled the obligations imposed by law or by our Bylaws; ·accept or reject the valuation of assets contributed by a shareholder in consideration for issuance of capital stock; and ·approve corporate restructurings, such as takeovers, mergers and spin-offs; dissolve or liquidate, elect or dismiss our liquidators or examine their accounts. Preemptive rights Each of our shareholders has a general preemptive right to subscribe for shares or convertible securities in any capital increase in proportion to its holding. Shareholders must be granted at least a 30‐day period following the publication of notice of the issuance of shares or convertible securities to exercise their preemptive rights. As described under "Regulations of and Restrictions on Foreign Investors," under the Brazilian Constitution the increase of foreign investors' participation in the voting capital (common shares) of financial institutions is subject to prior authorization by the government. However, foreign investors without specific authorization may acquire publicly traded non-voting shares of Brazilian financial institutions or depositary receipts representing non-voting shares offered abroad. In January 2012, the Central Bank authorized us to create an ADR program for our common shares in the U.S. market. As part of this authorization, and after the government had affirmed it as being in its own interest, the Central Bank increased the limit of foreign interest in our capital stock from 14.0% to 30.0%. In the event of a capital increase maintaining the existing proportion between common and preferred shares, each shareholder shall have the right to subscribe to newly issued shares of the same class it currently holds. If the capital increase changes the proportion between common and preferred shares, shareholders shall have the right to subscribe newly issued shares of the same class it currently holds, only extending to shares of a different class so as to maintain the same proportion in the capital stock as held prior to such increase. In any case, all new increases are subject to the foreign interest limit set forth by the Central Bank, which means that holders of common shares could be prevented from exercising their preemptive rights in relation to newly issued common shares if the 30.0% limit is reached. Under Brazilian Corporate Law, shareholders are permitted to transfer or sell their preemptive rights. You may not be able to exercise the preemptive rights relating to the shares underlying your ADSs unless a registration statement under the Securities Act of 1933 is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. The contractual arrangements governing the ADSs provide that the custodian of the shares underlying the ADSs may, if possible, transfer or dispose of the preemptive rights. Such contractual arrangements related to the ADSs, provide for the custodian to remit the consideration received to the depositary bank that holds the ADSs. Its distribution by the depositary bank to holders of preferred or common share ADSs is net of any fees due to the custodian and the depositary bank. For more details see "Item 3.D. Risk Factors – Risks relating to our shares, preferred share ADSs and common share ADSs.” Right of withdrawal Brazilian Law provides that under certain circumstances a shareholder has the right to withdraw his or her equity interest from a company and to receive a payment for the portion of equity attributable to his or her equity interest. This right of withdrawal may be exercised: ·by the dissenting or non-voting holders of the adversely affected class of shares (including any holder of preferred shares) in the event that a Shareholders' Meeting resolves to: ·create preferred shares or increase an existing class of preferred shares relative to the other class or classes of preferred shares;  181Form 20-F – December 2016


Table of Contents  10.B. Memorandum and Articles of AssociationForm 20-F  ·modify a preference, privilege or condition of redemption or amortization conferred on one or more classes of preferred shares; ·create a new class of preferred shares with greater privileges than the existing class of preferred shares; or ·by the dissenting or non-voting shareholders (including any holder of preferred shares) in the event that a general shareholders' meeting resolves to: ·reduce the mandatory distribution of dividends; ·change our corporate purpose; ·transfer all of our shares to another company, making us a wholly owned subsidiary of such company, known as an "incorporação de ações;" or ·by the dissenting or non-voting holder of common shares, in the event that a Shareholders' Meeting resolves to: ·acquire control of another company at a price exceeding certain limits set forth in Brazilian Law; ·merge or consolidate a company,provided thatits shares do not have liquidity and are widely held by the market; ·participate in a "grupo de sociedades" as defined under the Brazilian Law,provided thatits shares do not have liquidity and are widely held by the market; or ·spin off a company or companies resulting in, among other things, a reduction of the mandatory annual dividend, participation in a group of companies, or a change of corporate purpose. Our dissenting or non-voting shareholders also have a right of withdrawal in the event that the entity resulting from our merger, merger of our shares or spin-off does not become a listed company within 120 days of the shareholders’ meeting at which the relevant decision was taken. The dissenting or non-voting shareholders only have a withdrawal right if they owned the shares, which have been adversely affected at the time of the first call for the shareholders’ meeting in which the relevant decision was made. If a public announcement of the action taken or to be taken was made prior to the call for the shareholders’ meeting, the shareholders' ownership of shares is based on the date of announcement. The right of withdrawal lapses 30 days after publication of the minutes of the shareholders’ meeting at which the action is taken, except when the resolution is subject to confirmation by the preferred shareholders (which must be made at a special meeting to be held within one year). In that case the 30-day term is counted from the date the minutes of the special meeting are published. We would be entitled to reconsider any action giving rise to redemption rights within ten days following the maturity of such rights if the redemption of shares of dissenting shareholders would jeopardize our financial stability. In all the situations described above, our shares would be redeemable at their book value, determined on the basis of the last balance sheet approved by our shareholders. If the shareholders’ meeting giving rise to withdrawal rights occurs 60 days after the date of the last approved balance sheet, a shareholder may demand that its shares be valued on the basis of a new balance sheet of a date within 60 days preceding such shareholders’ meeting. Liquidation In the event of our liquidation, our preferred shareholders would be entitled to priority over common shareholders in the return of capital. The amount to which they would be entitled is based on the portion of the Capital Stock represented by the preferred shares, adjusted from time to time to reflect any capital increases or reductions. After all our creditors had been paid, our residual assets would be used to return the amount of capital represented by the preferred shares to the preferred shareholders. Once the preferred shareholders had been fully reimbursed, the common shareholders would be reimbursed on the portion of the Capital Stock represented by the common shares. All our shareholders would participate equally and ratably in any remaining residual assets. Redemption Our Bylaws provide that our shares are not redeemable. However, Brazilian Law authorizes us to redeem minority shareholders' shares if, after a public tender offer for our delisting, our controlling


shareholder increases to more than 95.0% its participation in our total capital stock.  182Form 20-F – December 2016


Table of Contents  10.B. Memorandum and Articles of AssociationForm 20-F  Conversion rights Our Bylaws provide that our common shares cannot be converted into preferred shares or our preferred shares into common shares. Liability of our shareholders for further capital calls Neither Brazilian law nor our Bylaws provide for capital calls. Our shareholders' liability is limited to the payment of the issue price of the shares subscribed or acquired. Form and transfer Our shares are registered in book-entry form and we perform all the services of safekeeping and transfer of shares. To make the transfer we make an entry in the register, debit the share account of the transferor and credit the share account of the transferee. Transfers of shares by a foreign investor are made in the same way and executed by the investor's local agent on the investor's behalf. However, if the original investment was registered with the Central Bank pursuant to a foreign investment mechanism regulated by the CMN Resolution No. 4,373/14 as described under "Item 10.D. Exchange Controls," the foreign investor must declare the transfer in its electronic registration. Our shareholders may opt to hold their shares through B3. Shares are added to the B3 system through Brazilian institutions, which have clearing accounts with B3. Our shareholder registry indicates which shares are listed on the B3 system. Each participating shareholder is in turn registered in a register of beneficial shareholders maintained by the B3 and is treated in the same manner as our registered shareholders. Brazilian rules related to information disclosure In January 2002, through CVM Instruction No. 358/02, the CVM issued regulations that were amended in June 2002 and March 2007, regarding the disclosure of information to the market. These regulations include provisions which: ·determine what information must be filed with the CVM in the form of a notice to the shareholders or a material fact ("fato relevante"). The "fato relevante" includes any controlling shareholder decisions that could influence the price of our securities and any controlling shareholder decision to trade, cease to trade, or exercise any rights under our securities; ·expand the list of events which may be considered material, including, among others: ·the signature, amendment or termination of shareholders' agreements to which the company is a party, or which have been registered in our records; ·the entry or withdrawal of shareholders that have a financial, operational, technological or management collaboration agreement with us; ·any authorization to trade our securities in any market, national or abroad; ·a decision upon deregistration of a publicly-held company; ·the merger, consolidation or spin-off of a company or its affiliates; ·the change in the composition of a company's capital stock; ·the change in accounting criteria; ·the debt renegotiation; ·the change in rights and advantages attached to the securities of a company; ·the acquisition of a company's shares to keep in treasury or cancellation, and their sale; ·the company's profit or loss and the allocation of its cash dividends; ·the execution or termination of an agreement, or failure on its implementation, when the expectation of its accomplishment is public's knowledge; and  183Form 20-F – December 2016


Table of Contents  10.B. Memorandum and Articles of AssociationForm 20-F  ·the approval, change or abandonment of a project or delay in its implementation; ·extend, in the event our executive officer in charge of investor relations does not make required disclosure, the responsibility to make the required disclosure to our controlling shareholders, our Management, the members of our Fiscal Council and to any member of a technical or consulting body created by our Bylaws; ·extend confidentiality obligations related to undisclosed information to, in addition to our Management and controlling shareholders, the members of any technical or consulting bodies created by our Bylaws and our employees in charge of the issues considered relevant matters; ·disclose the information contained in material facts in all markets where our securities are traded; ·disclose any intention to delist the company within the period of one year if we acquire a controlling participation in a company that has its securities traded on a market; ·fulfill disclosure requirements related to the acquisition and sale of relevant shareholder participations, or the acquisition and sale of our securities by our managing shareholders, members of our Fiscal Council or any member of a technical or consulting body created by our Bylaws; and ·before a material fact is publicly disclosed, prohibit the trading of our securities by our direct and indirect controlling shareholders, officers, members of our Board of Directors, fiscal council and any technical or advisory committees or whomever by virtue of their position has knowledge of information related to the material fact. In February 2014, the CVM provided publicly-held companies with the option of disclosing material facts by way of a news portal on the internet, in addition to the disclosure carried out through large circulation newspapers (as previously made). Under CVM rules, we are also required to disclose a series of additional details to the market if a general meeting is called to decide on an absorption, merger, or split. Disclosure of periodic information In December 2009, the CVM issued Instruction No. 480/09 that addresses, among other topics, the issuance of securities and periodic disclosure of information by companies that have their securities traded on the Brazilian market. As a result of this rule, Brazilian issuers must file a “Reference Form” with the CVM every year, a document similar to a “Form 20-F,” providing several detailed aspects of the company's operations and administration. Furthermore, the rules related to financial statements and information disclosure were improved and the management's responsibility for the information provided was increased. As a result, the quantity and quality of information provided to the Brazilian market and to CVM has increased considerably, reinforcing the transparency of our activities for the local investor. In addition, new issuances for companies already listed were made easier. Instruction No. 480/09 is periodically changed by CVM. Disclosure of operating information to the public CMN rules determine that financial institutions should establish a formal policy approved by its board of directors or, in its absence, by its board of executive officers, for disclosure of information referring to risk management, determination of amount of risk-weighted assets and adequacy of RC. In October 2013, pursuant to Circular No. 3,678/13, the Central Bank established the current standards on disclosure of this information to the public. Regulations and restrictions on non-Brazilian holders The Brazilian Constitution bars any increase in foreign interest in the share capital of financial institutions headquartered in Brazil. However, because we are a publicly-traded financial institution, non-Brazilian holders of our preferred shares benefit from an exception to this provision. Accordingly, foreign holders face no legal restrictions on the ownership of our preferred shares or of preferred share ADSs, and are entitled to all the rights and preferences of such preferred shares. Furthermore, in accordance with the Central Bank authorization for the ADR program for common shares in the U.S. market, foreigners can hold up to 30.0% of our total common shares. The ability to convert dividend payments and proceeds from the sale of our shares or preemptive rights into foreign currency and to remit such amounts abroad from Brazil is subject to restrictions under


foreign investment legislation which generally requires, among other things, that the relevant investment be registered with the Central Bank. Nonetheless, any non-Brazilian holder who registers with the CVM in accordance with CMN Resolution No. 4,373/14 may buy and sell securities on Brazilian stock exchanges without obtaining a separate certificate of registration for each transaction. These rules are applicable both to common and preferred shares.  184Form 20-F – December 2016


Table of Contents  10.B. Memorandum and Articles of AssociationForm 20-F  Our ADR program is duly registered with the Central Bank. Our Bylaws do not restrict the rights of Brazilian residents or non-residents to hold our shares and exercise related rights. Rights of the holders of our ADSs Holders of our ADSs are not treated as our shareholders and do not have the same rights that our shareholders have. The depositary bank will hold the preferred shares and common shares that underlie the preferred share ADSs and common shares ADSs through a custodian in accordance with the provisions of the Deposit Agreements. The rights of our ADS holders are governed by the Deposit Agreements, which are New York law governed contracts. In contrast, the rights of our shareholders are provided for by Brazilian law. Holders of our ADSs will receive notifications and voting instructions in relation to any meetings only if we authorize and direct the depositary bank to distribute such information to the holders. If we do not provide that authorization and direction to the depositary bank, holders of ADSs will not be able to vote at our meetings, or otherwise, unless they surrender their preferred share ADSs or common share ADSs and receive the underlying preferred shares or common shares, as applicable, in accordance with the terms of the applicable Deposit Agreement. If we authorize and direct the depositary bank to distribute voting instructions to our ADS holders, such holders may guide the depositary bank to vote in accordance with the number of shares represented by their ADSs. See "Item 3.D – Risk Factors – Risks relating to our shares and ADSs – The Deposit Agreements governing the ADSs provide that holders of such ADSs will only receive voting instructions if we authorize the depositary bank to contact those holders to obtain voting instructions; there are also practical limitations on any ability to vote we may give such holders." Transfer of control Our Bylaws do not contain any provision that would have the effect of delaying, deferring or preventing a change in our control or that would operate only with respect to a merger, acquisition or corporate restructuring involving ourselves or any of our subsidiaries. However, Brazilian banking regulations require that any transfer of control of a financial institution be previously approved by the Central Bank. Additionally, Brazilianlaw stipulates that acquisition of control of a publicly held company is contingent on tender offers for all outstanding common shares at a price equivalent to at least 80.0% of the price per share paid for the controlling block. In December 2003, we amended our Bylaws to ensure that in the event of a change in our control, the acquirer will be required to pay our shareholders an amount equal to (a) for our non-controlling common shareholders, 100% of the price per share paid to our controlling shareholders and (b) for our preferred shareholders, 80.0% of the price per share paid for our controlling shareholders. In the event of our liquidation, our preferred shareholders would have priority over our common shareholders when returning capital. See "Organization – Liquidation" for more information. In addition, in the event of a transfer of control, our shareholders have the right of withdrawal under certain circumstances. See "Organization – Right of withdrawal" for more information. Brazilian law also obliges our controlling shareholder to make a tender offer for our shares if it increases its interest in our share capital to a level that materially and negatively affects the liquidity of our shares. Disclosure of shareholder ownership Brazilian regulations require that any person or group of persons representing the same interest that has directly or indirectly acquired an interest corresponding to 5.0% of any type or class of shares of a publicly traded company must disclose its share ownership to the CVM and to Brazilian stock exchanges. In addition, a statement containing the required information must be published in the newspapers. Any subsequent increase or decrease of 5.0% or more in ownership of any type or class of shares must be similarly disclosed.  185Form 20-F – December 2016


Table of Contents  10.D. Exchange controlsForm 20-F  B3 ́Sdifferentiated corporate governance practices In 2001, we voluntarily adhered to B3 ́S Level 1 Corporate Governance which establishes special requirements for the Company’s listing and rules for its directors and shareholders, including its controlling shareholders. Companies listed on Level 1 must adopt practices favoring transparency and the disclosure, in addition to legal requirements, of more comprehensive financial reporting data, details of trading by directors, officers and controlling shareholders and related party transactions, among others – in all cases focusing on providing access to information for shareholders, investors and other stakeholders. Note that companies listed in this segment must also maintain a minimum free float of 25.0%. 10.C. Material contracts
 On July 31, 2015, we entered into a share purchase agreement with HSBC Latin America Holdings (UK) Limited ("HSBC"), pursuant to which the Bank agreed to acquire 100% of the share capital of HSBC Bank Brasil S.A. – Banco Múltiplo and HSBC Serviços e Participações Ltda. (together, "HSBC Brasil") for approximately US$5.2 billion. HSBC Brasil comprises all of HSBC's Brazilian operations including its retail, insurance, asset management, private banking and credit card businesses. The execution of the share purchase agreement was announced on August 3, 2015. The acquisition was approved by our shareholders at an Extraordinary General Meeting held in December, 2015 and by all relevant regulatory bodies (SUSEP, the Cayman Islands Monetary Authority (CIMA), the Central Bank, and CADE), being completed in July 2016. For more information, see “Item 4.A History and Development of the Company – Recent acquisitions”. 10.D. Exchange controls
 The Central Bank may place temporary restrictions on the remittance of foreign capital abroad, including payments of principal, interests or dividends, and on the repatriation of capital if there is a significant imbalance in Brazil's balance of payments, or one is expected. The last occurrence of restrictions on the remittance of foreign capital was in 1989, when for approximately six months in 1989 and early 1990, the government suspended all remittances abroad of dividends and invested capital. The Central Bank subsequently released these amounts for remittance abroad in accordance with specific guidelines. The government may take similar measures in the future. Under Brazilian tax laws, non-Brazilian holders of securities enjoy favorable tax treatment if they are qualified in terms of CMN Resolution No. 4,373/14. To qualify under this Resolution, a non-Brazilian holder must: ·appoint a representative in Brazil with power to undertake acts relating to the investment; ·register as a foreign investor with the CVM; and ·register its investment with the Central Bank. See "Item 10.E. Taxation – Brazilian tax considerations – Taxation of gains" for a description of tax benefits extended to non-Brazilian holders of securities who qualify under CMN Resolution No. 4,373/14. Under CMN Resolution No. 4,373/14, securities held by non-Brazilian holders must be maintained under the custody of, or in deposit accounts held in, financial institutions duly authorized by the Central Bank and the CVM. In addition, securities trading are restricted under CMN Resolution No. 4,373/14 to transactions on Brazilian stock exchanges or qualified over-the-counter markets. Registered non-Brazilian holders are allowed to invest in any type of investment available to Brazilian citizens in the financial and securities markets, with the exception that the Brazilian Constitution limits the ability of non-Brazilian holders to acquire capital of financial institutions, as mentioned above under "Regulation of and Restrictions on Non-Brazilian holders." Registration allows investors to remit foreign currency abroad when the funds are distributions on registered shares or proceeds from the disposition of such shares. The funds are converted into foreign currency at the forex market rate. The registered capital for each share purchased in Brazil and deposited with the custodian is equal to its purchase price (informed in U.S. dollars). If ADS holder chooses to cancel ADSs in exchange for the underlying shares, the investment in the shares may be registered with the Central Bank. This registration is necessary for the holder to receive dividends or proceeds from the sale of the shares outside of Brazil. When a holder of ADSs exchanges ADSs for the underlying shares, the holder is entitled to either:  186Form 20-F – December 2016


Table of Contents 10.E. TaxationForm 20-F  ·sell the shares on the stock exchange and remit the proceeds abroad within five business days; or ·freely convert the investment in the underlying shares to either an investment under CMN Resolution No. 4,373/14 (subject to satisfaction of the legal requirements described above) or a direct foreign investment in Brazil (in accordance with applicable rules). Holders that do not comply with the rules previously described may still register their investment, but the registration process will be subject to detailed procedures established by the Central Bank. Holders that do not comply with these rules may also be subject to monetary penalties. 10.E. Taxation
 The following summary contains a description of the principal Brazilian and U.S. federal income tax consequences of the acquisition, ownership and disposition of our shares and ADSs. However, it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase our shares and/or ADSs. Accordingly, prospective purchasers of our shares or ADSs should consult their own tax advisors as to the tax consequences of the acquisition, ownership and disposition of our shares and/or ADSs. This summary is based upon the tax laws of Brazil and the United States in effect on the date hereof, which are subject to change. Currently, there is no income tax treaty for double taxation between Brazil and the United States. However, due to the reciprocity of treatment in the United States, the Brazilian tax authority assures to residents in Brazil the right to deduct, from the income tax due, the amount of tax levied on income that has already been paid in the United States. Although the tax authorities of the two countries have had discussions that may culminate in such a treaty, no assurance can be provided regarding the possibility of a treaty of this kind or how it will affect the U.S. holders of our shares or ADSs. Accordingly, prospective holders of our shares or ADSs should consult their own tax advisors as to the tax consequences of the acquisition, ownership and disposition of shares or ADSs in their particular circumstances. Brazilian tax considerations The following discussion summarizes the principal Brazilian tax consequences of the acquisition, ownership and disposition of our shares or ADSs by a holder not residing in Brazil. Taxation of dividends Dividends paid to the holders of ADSs or to foreign holders related to our shares are not subject to Brazilian withholding income tax, provided that these dividends are paid from the profits generated as of January 1, 1996. Dividends paid from profits before January 1, 1996 may be withheld at the variable rates, according to the legislation applicable at the time. In this context, Law No. 11,638/07 significantly changed the Brazilian Corporate Law, with the objective of more closely aligning BR GAAP with IFRS. The changes promoted by Law No. 11,638/07 produced effects already predicting that the new accounting rules could conflict with the provisions of the tax law, Law No. 11,941/09, the Transition Tax System ("RTT") was instituted. In general, under the implementation of the RTT, the changes promoted by the IFRS to modify the criterion of recognition of revenues, costs and expenses, would have no tax effects. In this sense, profits recorded in line with the rules laid down by Law No. 11,638/07 ("IFRS Profits") may be different for profits calculated following the accounting methods and criteria in force on December 31, 2007 ("2007 Profits"). Although market practice is for the distribution of dividends calculated using the IFRS Profits to be exempt from taxes, the Brazilian tax authorities, through Normative Instruction No. 1,397/13, understand that companies should consider the 2007 Profits as the basis for determining the amount of profit exempt from taxes that could be distributed to the beneficiaries. Surplus paid on 2007 Profits ("Surplus Dividends") should, in the opinion of the tax authorities and in the specific case of non-resident beneficiaries in Brazil, be subject to taxation as follows: (i) Withholding Income Tax at Source ("IRRF") at a rate of 15.0% in the case of non-resident beneficiaries in Brazil, but which were not domiciled in a tax haven; or (ii) IRRF at a rate of 25.0% in the case of non-residents in Brazil, domiciled in the tax haven.  187Form 20-F – December 2016


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Table of Contents  10.E. TaxationForm 20-F  As way to mitigate that issue, Law No. 12,973/14, in addition to revoking the RTT, made significant changes to federal tax law, including with relation to Excess Dividends. Following the changes introduced by Law No. 12,973/14, it was confirmed that Excess Dividends would be exempt with respect to profits made between 2008 and 2013. After 2015, this discussion is no longer relevant, as the differences relating to the previous accounting treatment have become irrelevant. Potential discussions remain, however, with regard to dividends paid from profits ascertained in the calendar year 2014, unless the company has voluntarily opted for the application of the provisions laid down in Law No. 12,973/14 since January 1, 2014. Taxation of gains In accordance with Law No. 10,833/03, the gains earned as a result of the divestiture of assets located in Brazil with a foreign holder abroad are subject to taxation in Brazil, regardless of the fact that the divestiture is performed to another non-resident or to a resident in Brazil. In this sense, in the case of divestiture of our shares, which are regarded as Brazilian assets, the foreign holder shall be subject to the income tax on the capital gain ascertained in accordance with the rules described in the following paragraphs, regardless of the operation being, or not, carried out in Brazil or abroad, or with a resident or non-resident in Brazil. In relation to the ADSs, despite the theme not being pacified in Brazil, it is possible to argue that gains recorded by a foreign holder in the divestiture of these assets to another non-resident, should not be subject to taxation in Brazil. Such arguments would be based on the understanding that the ADSs do not represent Brazilian assets for purposes of the application of Law No. 10,833/03, because they represent securities issued and traded on stock exchanges abroad. It is important to emphasize that, for purposes of the Brazilian legislation, the rules applicable to gains earned as a result of the divestiture of shares or ADSs may vary according to the domicile of the foreign holder, in accordance with the form through which he has recorded his investment before the Central Bank and/or in accordance with the way that the divestiture is structured and performed. The deposit of our shares in exchange for ADSs may necessitate taxation by income tax at a rate of 15.0% or 25.0%, in the event of any capital gain ascertained by a foreign holder located in a tax haven, if the cost of acquisition of our shares is less than: (i) the average price per share, quoted on the Brazilian stock exchange in which the highest number of these shares has been sold on the day of deposit; or (ii) if no share is sold on that day, the average price quoted on the Brazilian stock exchange in which the highest number of shares has been sold in the last 15 trading sessions immediately prior to the deposit. In this case, the difference between the average price of our shares, as calculated above, and the corresponding acquisition cost, can be considered as capital gain.In certain circumstances, there may be arguments to sustain that such taxation is not applicable to foreign holders registered under the terms of CMN Resolution No. 4,373/14 ("Investor 4,373") who are not resident in thetax haven.The withdrawal of ADSs in exchange for shares, should not, in principle, be understood as an operation liable to result in capital gain subject to income tax, provided that the regulatory rules in relation to the registration of the investment before the Central Bank are appropriately observed. The gains earned in the divestiture of shares on the Brazilian stock exchange (that include the transactions carried out in the OTC market) are: ·exempt from income tax when earned by a foreign holder that: (i) is an Investor 4,373; and (ii) is not resident in a location considered as a tax haven; or ·subject to income tax at a rate of 15.0% in the case of the gains earned by a foreign investor that: is not an Investor 4,373 and is not resident or domiciled in a location considered as a tax haven; or is an Investor 4,373 resident or domiciled in a location considered as a tax haven; or ·subject to a rate of 25% if the foreign investor is not an investor 4,373 resident or domiciled in a location considered as a tax haven. In the case in which the non-resident investor is subject to the payment of the IR (Income Tax) on the capital gain earned with the sale on the stock exchange, the income tax withheld at source at the rate of 0.005%, on the value of the divestiture, will be applicable and may subsequently be compensated, with possible income tax on the capital gain. Other gains earned in the divestiture of shares that are not carried out in Brazilian stock exchanges are subject to income tax at progressive rates that varies from 15.0% to 22.5% as detailed below, except for residents in locations considered as a tax haven, which, in this case, are subject to taxation by income tax at a rate of 25.0%. If the gains arising out of transactions carried out in the non-organized Brazilian over-the-


counter market with mediation, the withholding of 0.005% on the value of the sale will be applicable and can be compensated with possible income tax due on the capital gain.  188Form 20-F – December 2016


Table of Contents  10.E. TaxationForm 20-F  In September, 2015, the government issued Provisional Measure No. 692/15, converted into Law No. 13,259/16, which introduced a regime based on the application of progressive tax rates for income tax on capital gains recognized by Brazilian individuals in the disposal of assets in general. In accordance with Law No. 13,259/16, in force as of January 1, 2017, the income tax rates on capital gains recognized by Brazilian individuals, which are also applicable to foreign investors, would be: (i) 15.0% for the part of the gain that does not exceed R$5 million, (ii) 17.5% for the part of the gain that exceeds R$5 million, but does not exceed R$10 million, (iii) 20.0% for the part of the gain that exceeds R$10 million but does not exceed R$30 million, and (iv) 22.5% for the part of the gain that exceeds R$30 million. In the event of redemption of shares or reduction of capital by a Brazilian company, the positive difference between the amount actually received by the foreign holder and the acquisition cost of the shares redeemed will be considered as capital gain resulting from an operation not made on the stock exchange, therefore, it will be subject to taxation by income tax at progressive rates varying between 15.0% and 22.5%, except for residents of locations considered as JTF, which, in this case, are subject to taxation by income tax at a rate of 25.0%. As a general rule, the regime of increased tax on capital gains should apply to transactions made outside the Brazilian stock exchange or organized over-the-counter market. Also, as a general rule, a foreign investor that is resident or domiciled in a location considered as a tax haven would be subject to income tax at a rate of  25.0%, as mentioned above.  In addition, as a rule, gains recognized by a foreign investor in transactions made on the Brazilian stock exchange are not subject to increased taxation on capital gains, in accordance with Law No. 13,259/16. As a general rule, the gains recorded as a result of the divestiture of shares or ADSs are equivalent to the positive difference between the sale value of the shares or ADSs and the respective costs. The exercise of any preemptive right related to shares or ADSs will not be subject to taxation on income in accordance with the Brazilian legislation currently in force. Any gain on the sale or exercise of rights of preference related to shares or ADSs by a foreign holder will be subject to taxation in accordance with the same rules applied in the case of divestiture of those shares. Interest on equity (“JCP”) The Brazilian legislation allows a Brazilian company, instead of distributing dividends, to perform a distribution of interest on equity to its own shareholders, treating such values as deductible in calculating the actual profit and in the calculation base of the Social Contribution. For taxation purposes, the interest on equity is limited to the daily variation pro rata of the Long-term Interest Rate ("TJLP"), as the subsequent determinations of the Central Bank and may not exceed the value equivalent to: ·50% of the net income (after deduction of the Social Contribution, however before considering the provision related to the Corporate Income Tax and the amount attributable to the shareholders as JCP) established in the period in which the payment is carried out; and ·50% of accumulated profits and profit reserves established on the date of commencement of the period in which the payment is made. Specifically in relation to the payment of JCP for non-resident shareholders, such consignments are subject to IRRF at a rate of 15.0%, or 25.0%, where the recipient of the income is domiciled in a tax haven. The values paid as JCP are subject to deduction in the calculation of the IRPJ and CSLL, which taxes are due on the profit, observing the limits detailed above. Tax haven According to Law No. 9,430/96 and subsequent amendments, a tax haven is a country or location that (i) does not tax income; (ii) taxes income at an effective rate lower than 20.0% (or 17.0% in specific cases as detailed below); or (iii) imposes restrictions on the disclosure of the corporate structure of legal entities or their ownership. The Brazilian tax authorities published NI No. 1,037/10, listing: (i)countries or jurisdictions considered astax havenor whose internal legislation opposes confidentiality related to the corporate composition of legal entities or their ownership and; (ii) tax schemes considered as privileged, whose definition is brought by Law No.11,727/08.  189Form 20-F – December 2016


Table of Contents  10.E. TaxationForm 20-F  In December 2014, the Brazilian Federal Revenue Office ("RFB") published the Decree No. 488/14, reducing the tax haven concept to localities that tax income at a maximum rate of less than 17.0% for countries or regimes in line with international fiscal transparency standards as established by Brazilian tax authorities. However, note that Decree No. 488/14 is not applicable to foreign investors whose investments in Brazil are in agreement with CMN Resolution No. 4,373/14. Despite our understanding that a better interpretation of the legislation currently in force, leads to the conclusion that the concept of the privileged tax scheme, mentioned above, would be applicable only for purposes of Brazilian rules of transfer and under capitalized pricing, we cannot ensure that further legislation, or even interpretations of the tax authorities determine the application of the concept of the privileged tax scheme, established in Law No. 11,727/08 will also apply to foreign holders in the payment of JCP. This way, it is recommended that private tax advisors are consulted regarding the consequences of the rules laid down in Law No. 11,727/08, NI No. 1,037/10 and Decree No. 488/14, if the tax authorities determine the application of the concept of the privileged tax regime. Tax on Foreign Exchange Transactions In accordance with Decree No. 6,306/07, the conversion of foreign currency into Brazilian currency orvice-versa, shall be subject to tax on foreign exchange operations. The rate of the current tax on foreign exchange operations, applicable to most of the foreign exchange operations, is 0.38%. However, foreign exchange operations carried out for inflows of resources in Brazil by an Investor 4,373 are subject to tax on foreign exchange operations at a rate of 0%: (i) in the case of variable income operations carried out on the Brazilian stock exchange, as well as acquisitions of shares of publicly held Brazilian companies or subscription of shares related to capital contributions, provided that the issuing company has registered its shares to be traded on the stock exchange; and (ii) for the transfer of resources from Brazil, related to this type of investment, including payments of dividends and JCP and the repatriation of resources invested in the Brazilian market. Additionally, the tax on foreign exchange operations is currently charged at a rate of 0% on the cancellation of ADSs in the exchange for shares. In any case, the tax rate on foreign exchange operations can be increased at any time by an act of the Federal Executive Branch, up to the percentage of 25.0%, in relation to the transactions that occurred after this possible amendment. Tax on the transaction with securities In accordance with Decree No. 6,306/07, the tax on the transaction with securities may be charged on all transactions involving securities, even though the transactions are conducted on Brazilian stock exchanges. The tax rate on transactions with securities applicable to transactions involving our shares is currently 0%. In particular, the tax on the transaction with securities is also of 0% due on the deposit of shares traded on Brazilian stock exchanges with the purpose of issuing certificates of deposit to be marketed abroad. The government can increase the tax rate on transactions with securities at any moment by up to 1.5% per day, but only with respect to future transactions. Other federal Brazilian taxes There are no federal Brazilian taxes on inheritance, gift or succession applicable to the ownership, transfer or disposition of preferred shares or ADSs by a foreign holder. Gift and inheritance taxes, however, can be levied by some states in Brazil on inheritances bestowed or gifts made by a foreign holder to individuals or entities residing or domiciled within such states in Brazil. There are no Brazilian taxes on stamps, issue, registration or similar by investors holding our shares or ADSs. Registered capital Amounts invested in securities by a holder not residing in Brazil who: (i) qualifies for benefits under CMN Resolution No. 4,373/14 and who registers with the CVM or (ii) holds ADSs and is represented by the depositary bank's registration, are eligible for registration with the Central Bank. In the case of ADSs, since the shareholder of record is the depositary bank, the depositary bank is responsible for obtaining the registration. The registration allows the remittance outside Brazil of foreign currency, converted at the Exchange Market rate, acquired with the proceeds of distributions on, or dispositions of, underlying shares. U.S. federal income tax considerations The statements regarding U.S. tax law set forth below are based on U.S. law as in force on the date of this annual report and changes to such law subsequent to the date of this annual report may affect the tax consequences described herein. This summary describes the principal tax consequences of the ownership and disposition of the shares and ADSs, but it does not purport to be a comprehensive description of all of


the tax consequences that may be relevant to a decision to hold or dispose of the shares and ADSs. This summary applies only to purchasers of the shares and ADSs who will hold the shares and ADSs as capital assets and does not apply to special classes of holders such as dealers in securities or currencies, holders whose functional currency is not the U.S. dollar, holders of 10.0% or more of our shares (taking into account shares held directly, through depositary arrangements or through attribution), tax-exempt organizations, financial institutions, holders liable for the alternative minimum tax, securities traders who elect to account for  their investment in the shares or ADSs on a mark-to-market basis, and persons holding the shares or ADSs in a hedging transaction or as part of a straddle or conversion transaction. Accordingly, each holder should consult such holder's own tax advisor concerning the overall tax consequences to it, including the consequences under laws other than U.S. federal income tax laws, of an investment in the shares or ADSs.  190Form 20-F – December 2016


Table of Contents  10.E. TaxationForm 20-F  In this discussion, references to a "U.S. holder" are to a holder of a share or ADS that: (i) is a citizen or resident of the United States; (ii) is a corporation organized under the laws of the United States of America or any state thereof; or (iii) is otherwise subject to U.S. federal income taxation on a net basis with respect to the shares and ADSs. The shares will be treated as equity for U.S. federal income tax purposes. For purposes of the U.S. Internal Revenue Code of 1986, as amended, or the "Code," holders of ADSs generally will be treated as owners of the shares represented by such ADSs. Taxation of distributions A U.S. holder will recognize dividend income for U.S. federal income tax purposes in an amount equal to the amount of any cash and the value of any property distributed by us as a dividend to the extent that such distribution is paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, when such distribution is received by the custodian (or by the U.S. holder in the case of a holder of preferred shares). The amount of any distribution will include the amount of Brazilian tax withheld on the amount distributed, and the amount of a distribution paid inreaiswill be measured by reference to the exchange rate for convertingreaisinto U.S. dollars in effect on the date the distribution is received by the custodian (or by a U.S. holder in the case of a holder of preferred shares). If this custodian (or U.S. holder in the case of a holder of preferred shares) does not convert suchreaisinto U.S. dollars on the date it receives them, it is possible that the U.S. holder will recognize foreign currency loss or gain, which would be ordinary loss or gain, when thereaisare converted into U.S. dollars. Dividends paid by us will not be eligible for the dividends received deduction allowed to corporations under the Code. Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual with respect to the ADSs will be subject to taxation at reduced rates if the dividends are "qualified dividends." Dividends paid on the ADSs will be treated as qualified dividends if: (i) the ADSs are readily tradable on an established securities market in the United States; and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company ("PFIC"). The ADSs are listed on the New York Stock Exchange, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on existing guidance, it is not clear whether dividends received with respect to the shares will be treated as qualified dividends, because the shares themselves are not listed on a U.S. exchange. In addition, the U.S. Treasury has announced its intention to promulgate rules pursuant to which holders of the shares or ADSs, and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to treat dividends as qualified for tax reporting purposes. Because such procedures have not yet been issued, it is not clear whether we will be able to comply with them. Holders of ADSs and the shares should consult their own tax advisers regarding the availability of the reduced dividend tax rate in light of the considerations discussed above and their own particular circumstances. Based on our audited financial statements and relevant market data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2009 to 2016 taxable years. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for the 2017 taxable year. Our belief that we are not, and will not in the future be, a PFIC is based on certain Proposed Treasury Regulations dealing with non-U.S. banks. Such regulations are not final and are subject to modification, in which case our determination regarding PFIC status may be different. Distributions out of earnings and profits with respect to the shares and ADSs generally will be treated as dividend income from sources outside of the United States and generally will be treated separately with other items of "passive" (or, in the case of certain U.S. holders, "financial services") income for the purposes


of determining the credit for foreign income taxes allowed under the Code. Subject to certain limitations, Brazilian income tax withheld in connection with any distribution with respect to the shares or ADSs may be claimed as a credit against the U.S. federal income tax liability of a U.S. holder if such holder elects for that year to credit all foreign income taxes. Alternatively such Brazilian withholding tax may be taken as a deduction against taxable income. Foreign tax credits will not be allowed for withholding taxes imposed in respect of certain short-term or hedged positions in securities and may not be allowed in respect of arrangements in which a U.S. holder's expected economic profit is not substantial. U.S. holders should consult their own tax advisors concerning the implications of these rules in light of their particular circumstances.  191Form 20-F – December 2016


Table of Contents  10.G. Statement by ExpertsForm 20-F  Distributions of additional shares to holders with respect to their shares or ADSs that are made as part of apro ratadistribution to all our shareholders generally will not be subject to U.S. federal income tax. Holders of shares or ADSs that are foreign corporations or non-resident alien individuals, or "non-U.S. holders," generally will not be subject to U.S. federal income tax or withholding tax on distributions with respect to shares or ADSs that are treated as dividend income for U.S. federal income tax purposes unless such dividends are effectively connected with the conduct by the holder of a trade or business in the United States. Taxation of capital gains Upon the sale or other disposition of a share or ADS, a U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes. The amount of the gain or loss will be equal to the difference between the amount realized in consideration for the disposition of the shares or ADSs and the U.S. holder's tax basis in the shares or ADSs. Such gain or loss generally will be subject to U.S. federal income tax as capital gain or loss and will be long-term capital gain or loss if held for more than one year. Capital losses may be deducted from taxable income, subject to certain limitations. Gain realized by a U.S. holder on a sale or disposition of shares or ADSs generally will be treated as U.S. source income. Consequently, if Brazilian tax is imposed on such gain, the U.S. holder will not be able to use the corresponding foreign tax credit, unless the holder has other foreign source income of the appropriate type in respect of which the credit may be used. A non-U.S. holder will not be subject to U.S. federal income tax or withholding tax on gain realized on the sale or other disposition of a share or ADS unless such gain is effectively connected with the conduct by the holder of a trade or business in the United States or such holder is an individual who is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met. Backup withholding and information reporting Dividends paid on income for the year, and proceeds from the sale or other disposition of theADSs or the shares to a U.S. holder, generally may be subject to the information reporting requirements of the Code and to backup withholding unless the U.S. holder: (i) establishes, if required to do so, it is an exempt recipient; or (ii) in the case of backup withholding, provides an accurate taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. The amount of any backup withholding collected from a payment to a U.S. holder will be allowed as a credit against the holder's U.S. federal income tax liability and may entitle the U.S. holder to a refund, provided that certain required information is furnished to the U.S. Internal Revenue Service. A non-U.S. holder generally will be exempt from these information reporting requirements and backup withholding tax, but may be required to comply with certain certification and identification procedures in order to establish its eligibility for such exemption. Certain U.S. holders may be subject to additional reporting requirements. The penalty for failing to comply with these reporting requirements can be significant. U.S. holders should consult their own tax advisors concerning any U.S. reporting requirements that may arise out of the ownership or disposition of the shares or ADSs in light of their particular circumstances. 10.F. Dividends and Paying Agents
 Not applicable. 10.G. Statement by Experts
 Not applicable.  192Form 20-F – December 2016


Table of Contents  ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKForm 20-F  10.H. Documents on Display
 We file reports, including annual reports on Form 20‐F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Any filings we make electronically will be available to the public over the Internet at the SEC's website. 10.I. Subsidiary Information
 For information on subsidiaries, see "Item 4.B. Business Overview – Main Subsidiaries" and Note 2(b) of our consolidated financial statements in "Item 18. Financial Statements.” ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Market risk Market risk is represented by the possibility of financial losses due to the variation of prices and interest rates of our financial assets, since its active and liability portfolios may have mismatches of periods, currencies and indexes. We are exposed to market risk, both in our trading and banking portfolios. The main market risks of our portfolios are interest rate risk and foreign exchange risk. We use methodologies such as sensitivity analysis and Value at Risk (VaR), among others, for evaluating our market risk. Interest rate risk Interest rate risk arises as a result of timing differences on the re-pricing of assets and liabilities, unexpected changes in the slope and shape of yield curves, base risk and changes in correlation of interest rates between different financial instruments/indexes. We are exposed to the risk of interest rate movements when there is a mismatch between fixed rates and market interest rates. For a discussion of our management of interest rate sensitivity, see "Item 5.B. Liquidity and Capital Resource – Interest rate sensitivity." Exchange risk Exchange risk arises as a result of our having assets, liabilities and off-balance sheet items that are denominated in, or indexed to, currencies other thanreais, either as a result of trading or in the normal course of banking activities. We control exposure to exchange rate movements by ensuring that mismatches are managed and monitored, and our policy is to avoid material exchange rate mismatches. For a discussion of our management of exchange rate sensitivity, see "Item 5.B. Liquidity and Capital Resource – Exchange rate sensitivity." Market risk of trading activities We enter into derivatives transactions to manage our exposure to interest rate and exchange rate risk. As a result, our exposure to the potential losses described below is generally reduced by these transactions. These derivatives do not qualify as hedges under IFRS. Accordingly, we classify derivatives as financial assets held for trading. Sensitivity analysis Below, a sensitivity analysis for our financial exposure in trading and banking portfolios, based on three scenarios applied to market rates and prices. We considered 25.0% and 50.0% shocks in prices and rates that would adversely affect our positions, and a scenario reflecting an impact of 1 basis point on rates and 1.0% on market prices. These scenarios comply with CVM Instruction No. 475/08.  193Form 20-F – December 2016


Table of Contents  ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKForm 20-F  Risk Factor

   Market as of December 31, 2016

   Scenarios1 base point shock for interest rate and 1% variation for prices

   25% shock for prices and rates

   50% shock for prices and ratesForeign exchange rate R$/USD

   3.25

   3.28

   4.06

   4.871-year fixed rate in reais

   11.54%

   11.55%

   14.42%

   17.30%Shocks were also applied to other risk factors and terms of the interest curves. It is important to note that, in the fourth quarter of 2016, the maximum deppreciation of the real against the U.S. dollar was 11.84% (from R$3.11 as of October, 25 2016 to R$3.47 as of December 1, 2016 per U.S. dollar), which is below the 25.0% and 50.0% shock scenarios.
  The impacts of these scenarios on our positions would be as follows: Trading and banking portfolios

   On December 31, 2016

   R$ in thousandsRisk Factors

   Definition

   Scenarios (1)1

   2

   3Interest rate inreais

   Exposure subject to the variation of fixed interest rates and interest rate coupon

   (8,994)

   (2,466,388)

   (4,786,687)Price Index

   Exposure subject to the variation of price index coupon rates

   (9,255)

   (1,224,208)

   (2,264,187)Exchange coupon

   Exposure subject to the variation of foreign exchange coupon rates

   (455)

   (49,446)

   (93,726)Foreign currency

   Exposure subject to foreign exchange variation

   (867)

   (21,663)

   (43,327)Variable income

   Exposure subject to the variation of share prices

   (14,817)

   (370,420)

   (740,841)Sovereigns/Eurobonds and Treasuries

   Exposure subject to the variation of interest rates of securities traded abroad

   (1,786)

   (15,940)

   (32,801)Other

   Exposure not eligible in the previous definitions

   (1)

   (28)

   (55)Total not correlated

   

   (36,175)

   (4,148,093)

   (7,961,624)Total correlated

   

   (26,893)

   (3,691,157)

   (7,090,253)
  It is worth mentioning that the impacts of financial exposures from the banking portfolio (particularly interest rate and price index), would not necessarily represent potential accounting loss. This occurs because part of the loan and advances operations in our banking portfolio is financed by demand and/or savings deposits, which are natural hedges for any variations in interest rates, as well as the fact that variations in interest rates do not represent material impact on our results, since it is intended to hold loan and advances up to maturity. Additionally, in view of our strong share in the insurance and pension plan market, we have a significant volume of assets, which are price-level restated and linked to their respective technical provisions: Banking portfolio

   On December 31, 2016

   R$ in thousandsRisk Factors

   Definition

   Scenarios (1)1

   2

   3Interest rate in reais

   Exposure subject to the variation of fixed interest rates and interest rate coupon

   (7,927)

   (2,174,728)

   (4,221,561)Price index

   Exposure subject to the variation of price index coupon rates

   (9,262)

   (1,225,404)

   (2,266,704)Exchange coupon

   Exposure subject to the variation of foreign exchange coupon rates

   (453)

   (49,259)

   (93,361)Foreign currency

   Exposure subject to foreign exchange variation

   (767)

   (19,168)

   (38,336)Variable income

   Exposure subject to the variation share prices

   (14,817)

   (370,420)

   (740,841)Sovereigns/Eurobonds and Treasuries

   Exposure subject to the variation of interest rates of securities traded abroad

   (1,007)

   (11,642)

   (23,664)Other

   Exposure not eligible in the previous definitions

   (1)

   (28)

   (56)Total not correlated

   

   (34,234)

   (3,850,649)

   (7,384,523)Total correlated

   

   (25,408)

   (3,406,135)

   (6,536,192)(1)Amounts net of tax effects.
  Below we present the sensitivity analysis exclusively for the trading portfolio, which represents exposure that may materially impact our results, and it is worth mentioning that the results disclose the impacts for each scenario given a static portfolio. The dynamism of the market causes these positions to continually change and not necessarily reflect today the position shown here. Additionally, as discussed above, we have an ongoing market risk management process that continually seeks methods to mitigate related risks, according to a strategy determined by Senior Management. Accordingly, in the event of indications that a certain position is deteriorating, proactive actions are made to minimize any possible negative impacts, in order to maximize our risk - return ratio:  194Form 20-F – December 2016


Table of Contents  ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKForm 20-F  Trading Portfolio

   On December 31, 2016

   R$ in thousandsRisk Factors

   Definition

   Scenarios (1)1

   2

   3Interest rate in reais

   Exposure subject to the variation of fixed interest rates and interest rate coupon

   (1,074)

   (293,350)

   (568,367)Price index

   Exposure subject to the variation of price index coupon rates

   (26)

   (3,723)

   (7,174)Exchange coupon

   Exposure subject to the variation of foreign exchange coupon rates

   (2)

   (224)

   (437)Foreign currency

   Exposure subject to foreign exchange variation

   (106)

   (2,649)

   (5,297)Variable income

   Exposure subject to the variation share prices

   -

   -

   -Sovereigns/Eurobonds and Treasuries

   Exposure subject to the variation of interest rates of securities traded abroad

   (1,464)

   (11,649)

   (24,751)Other

   Exposure not eligible in the previous definitions

   -

   (19)

   (39)Total not correlated

   

   (2,672)

   (311,614)

   (606,065)Total correlated

   

   (2,058)

   (295,900)

   (574,058)(1)Amounts net of tax effects.
  Value at Risk ("VaR") The Trading portfolio's risk is measured using the Delta-Normal VaR methodology with a 99.0% confidence level, and the time horizon applied includes the number of days required to undo the existing exposures. Additionally, for the measurement of all risk factors of the options portfolio, the historic simulation models and Delta-Gama-Vega are applied, whichever is the most conservative of the two. For the calculation of volatilities, correlations, and historic returns, a minimum window of 252 business days is adopted. The methodology applied and the existing statistical models are assessed on a permanent basis using backtesting techniques, which compare the VaR with holding periods of one day and hypothetical results, obtained with the same positions used in the VaR calculation, and effectively considering also the transactions of the day for which the VaR was estimated. The main purpose is to monitor, validate and evaluate the VaR model's adherence and the number of breaks occurred should be in line with the number of breaks accepted by the statistical tests carried out for the required level of confidence (99.0%). Another purpose is to improve the models used by us, by way of analyses carried out for different VaR observation periods and confidence levels, both for Total VaR and by risk factors. In 2016 the daily results, both hypothetical and effective point of view, exceeded the respective VaR with a confidence level of 99.0% by a factor of three and two, respectively. In accordance with the paper published by the Basel Committee on Banking Supervision (Supervisory Framework for the use “Backtesting” in Conjunction with the Internal Models Approach to Market Risk Capital Requirements of January 1996), any deviations would be classified as “either bad luck or the markets moved in a fashion unanticipated by the model,” that is, the volatility was significantly higher than expected and/or the correlations differed from those forecast by the model. In 2016, VaR of the trading portfolio, at one-day horizon and net of tax effects, presented maximum and minimum values of R$36.8 million in the 3Q16 and R$9.4 million in the 1Q16, respectively. 2016 - R$ in thousands1st Quarter

   At March 31Average

   Minimum

   MaximumRisk FactorsReais (fixed and floating rate)

   10,171

   7,037

   16,504

   12,803Foreign exchange coupon

   1,416

   635

   4,102

   924Foreign currency

   792

   4

   5,425

   1,874Variable income

   7

   -

   272

   -Sovereign risk

   3,868

   2,603

   6,779

   3,947Other

   -

   -

   21

   -Total VaR

   12,557

   9,408

   18,075

   16,203
   195Form 20-F – December 2016


Table of Contents  12.B. Warrants and RightsForm 20-F  2016 - R$ in thousands2nd Quarter

   At June 30Average

   Minimum

   MaximumRisk FactorsReais (fixed and floating rate)

   17,803

   11,634

   30,095

   30,095Foreign exchange coupon

   345

   44

   1,143

   628Foreign currency

   1,387

   219

   3,867

   1,668Variable income

   38

   -

   162

   21Sovereign risk

   4,404

   3,775

   5,217

   4,421Other

   239

   -

   863

   497Total VaR

   20,844

   14,253

   33,836

   33,836
  2016 - R$ in thousands3rd Quarter

   At September 30Average

   Minimum

   MaximumRisk FactorsReais (fixed and floating rate)

   21,843

   13,173

   33,265

   14,530Foreign exchange coupon

   658

   85

   2,762

   459Foreign currency

   2,829

   1,099

   4,345

   2,811Variable Income

   40

   -

   173

   173Sovereign risk

   3,310

   2,069

   4,569

   2,069Other

   234

   -

   1,089

   164Total VaR

   24,975

   16,363

   36,726

   16,753
  2016 - R$ in thousands4th Quarter

   At December 31Average

   Minimum

   MaximumRisk FactorsReais (fixed and floating rate)

   18,144

   10,426

   29,278

   20,572Foreign exchange coupon

   633

   38

   2,830

   64Foreign currency

   1,866

   45

   7,708

   224Variable Income

   79

   -

   530

   -Sovereign risk

   3,335

   1,855

   6,464

   3,230Other

   80

   2

   431

   358Total VaR

   20,991

   12,517

   31,920

   22,748
  The following table shows trading portfolio VaR concentration in frequency terms in the year ended December 31, 2016: Value at Risk (R$ in millions)

   First Quarter

   Second Quarter

   Third Quarter

   Fourth Quarter

   % EventsUp to R$20

   100.0%

   53.8%

   22.7%

   46.2%

   55.4%Over R$20 up to R$30

   0.0%

   43.1%

   54.5%

   47.7%

   36.5%Over R$30

   0.0%

   3.1%

   22.7%

   6.2%

   8.1%
  ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  12.A. Debt Securities
 Not applicable. 12.B. Warrants and Rights
 Not applicable.  196Form 20-F – December 2016


Table of Contents  ITEM 15. CONTROLS AND PROCEDURESForm 20-F  12.C. Other Securities
 Not applicable. 12.D. American Depositary Shares
 The table below describes the services and the respective rates and fees that the direct or indirect holders of our ADRs (preferred and common) may be subject to pay to our depositary bank, The Bank of New York Mellon (“BNYM”). RATES AND FEES

   SERVICEUS$0.05 (or less) for ADSs or common share ADSs.

   · Issuance of ADSs or common share ADSs, including issuances from share distribution, rights or other assets.· ADS or common share ADS cancellation due to withdrawal, including in the event the deposit agreement is terminated.US$0.02 (or less) per ADSs or common share ADSs.

   · Any cash distribution to registered ADS or common share ADS holders.A fee equivalent to the one that should be paid if the distributed bonds were equivalent to shares and shares were deposited for the issuance of ADSs or common share ADSs.

   · Distribution of bonds to deposit holders, which are distributed by the depositary to registered ADS or common share ADS holders.US$0.02 (or less) per ADSs or common share ADSs per year.

   · Depositary services.Registration or transfer fees.

   · Transfer and registration of shares in custodian's books on behalf of the depositary or his/her agent, when shares are deposited or withdrawn.Depositary's expenses.

   · Expenses related to telegram, telephone and fax (when expressly indicated in the deposit agreement).· Converting foreign currency into U.S. dollars.Taxes and other governmental fees the depositary or the custodian must pay on any ADS or common share ADSs, or share backed by any ADS or common share ADSs, for example: taxes for transfer of shares, stamp tax or withholding taxes.

   · As necessary.Any costs incurred by the depositary or the agent for services provided relating to deposited bonds.

   · As necessary.
  From January 1 to December 31, 2016, we received from our depositary bank the amount of US$15.3 million, as reimbursement or payment made in our favor.  PART II
  ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 Not applicable. ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 Not applicable. ITEM 15. CONTROLS AND PROCEDURES
 Financial responsibility, disclosure controls and procedures, and report on internal control over financial reporting. (a)Disclosure controls and procedures As of December 31, 2016, evaluations of the effectiveness of our disclosure controls and procedures (as defined in Articles 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 of the SEC) were carried out under the supervision of our Management, including our Chief Executive Officer and Chief Financial Officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, and it may not prevent or identify deficiencies. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon the evaluation referred to above, our Chief Executive Officer and Chief Financial Officer concluded, subject to the limitations noted above, that for the period covered by this annual report, our disclosure controls and procedures were adequate and effective to provide reasonable assurance that


information required to be disclosed by us in the reports that we file or submit under the Exchange Act of the SEC is recorded, processed, summarized and disclosed within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  197Form 20-F – December 2016


Table of Contents  16.C. Principal Accountant Fees and ServicesForm 20-F  (b)Management's annual report on internal control over financial reporting Our Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Articles 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934 of the SEC. Our internal control was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our Management made an assessment of the effectiveness of our internal control over consolidated financial reporting as of December 31, 2016 based upon the 2013 framework "Integrated Internal Control Structure" established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and has concluded that our internal control over financial reporting was effective. The effectiveness of our internal control over financial reporting, as of December 31, 2016, has been audited by KPMG Auditores Independentes, a PCAOB – registered independent accounting firm, as stated in their report beginning on page F-3 of "Item 18. Financial Statements." (c)Attestation report of the independent registered public accounting firm For the report of KPMG Auditores Independentes, our PCAOB – registered independent accounting firm, dated April 28, 2017, on the effectiveness of the internal control over financial reporting as of December 31, 2016, see "Item 18. Financial Statements." (d)Changes in internal control over financial reporting There have been no changes in our internal control over financial reporting (as such term is defined in Articles 13a-15(f) and 15d-15(f) under the "Exchange Act of 1934" of the SEC) that occurred during the fiscal year ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 16. [RESERVED]
  16.A. Audit Committee Financial Expert
 Our Board of Directors has reviewed the qualifications and backgrounds of the members of the Audit Committee and designated Paulo Roberto Simões da Cunha as "Audit Committee financial expert," within the meaning of Item 16.A, and as independent member. For more information regarding our Audit Committee, see "Item 6.C. Board Practices – Board Committees – Audit Committee." 16.B. Code of Ethics
 We have adopted a Code of Ethics and Sectorial Codes of Ethics under the Securities Exchange Act of 1934, as amended. Our Codes of Ethics apply to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and persons performing similar functions, to our directors, other officers, employees, business partners, suppliers and service providers. Our Codes of Ethics Conduct are available on our website at www.bradesco.com.br/ir. If we amend the provisions of our Codes of Ethics Conduct, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address. 16.C. Principal Accountant Fees and Services
 Audit and non-audit fees The following table sets forth the fees billed to us by our independent accounting firm during the fiscal years ended as of December 31, 2016 and 2015:  198Form 20-F – December 2016


Table of Contents  16.E. Purchases of Equity Securities by the Issuer and Affiliated PurchasersForm 20-F  Year ended December 31,

   R$ in thousands2016

   2015Audit fees

   38,504

   30,571Audit-related fees

   2,008

   952Other fees

   3,213

   1,410Total fees

   43,725

   32,933
  The fees for the years 2016 and 2015 correspond to those paid to our auditor for those years (KPMG Auditores Independentes). Our independent accounting firm audits our annual financial statements in accordance with IFRS and BR GAAP, the annual financial statements of our investee companies, as well as the quarterly review of our interim financial statements. Audit-related fees in the above table are the aggregate fees billed by the independent auditors for accounting attestation reports by our Management and the issue of comfort letters for placement of bonds abroad. Other fees in the above table are fees billed by the independent auditors primarily related to agreed upon procedures, due diligence and reviews of, substantially, financial, fiscal and actuarial information. Audit Committee pre-approval policies and procedures The Audit Committee recommends to the Board of Directors for approval, the entity to be hired to provide us and our subsidiaries independent audit services, and their compensation, as well as its replacement. The engagement of an independent auditor for non-audit services is not subject to the Board of Directors. However, it must be previously reviewed by the Audit Committee in respect to compliance with independence rules. For more information regarding our Board of Directors and Audit Committee, see "Item 6.C. Board of Directors Practices."  16.D. Exemptions from the listing standards for Audit Committees
 Under the NYSE and the SEC listed-company audit committee rules effective July 31, 2006, we must comply with Exchange Act Rule 10A-3, which requires us to either establish an audit committee composed of members of the Board of Directors that meets specified requirements or designate and empower a Fiscal Council or similar body to perform the role of an audit committee based on the exemption in Exchange Act Rule 10A-3(c)(3). Pursuant to Central Bank regulations, we have established a body denominated Audit Committee, which performs nearly all of the functions of an Audit Committee of a U.S. company. Of the three members of our Audit Committee, one member is also a member of our Board of Directors. Under Brazilian law, the function of hiring independent auditors is a power reserved for the Board of Directors. As a result, our Board of Directors acts as our Audit Committee, as specified in Section 3(a)(58) of the Exchange Act, for purposes of approving the engagement of our independent auditors for audit. Except in these respects, our Audit Committee is comparable to and performs the functions of an audit committee of the Board of Directors of a U.S. company. Since our Audit Committee is not a committee of our Board of Directors, but a separate body, as required under Brazilian law, we believe that our Audit Committee satisfies the requirements of Exchange Act Rule 10(a)(3). However, based on the exemption set forth in Exchange Act Rule 10A-3(c)(3) the Audit Committee is a separate body from our Board of Directors and in accordance with Central Bank regulations, we believe that our Audit Committee is able to act independently in performing the responsibilities of an Audit Committee under the Sarbanes-Oxley Act and to satisfy the other requirements of Exchange Act Rule 10A-3. 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
 The purpose of the program of acquisition of shares to be held in treasury and to be subsequently disposed of or canceled, without capital reduction, is the application of funds available for investments from the "Earnings Reserve – Statutory Reserve" account. This program authorizes the acquisition of up to 15,000,000 nominative book-keeping shares, with no par value, whereby 7,500,000 are common shares and 7,500,000 are preferred shares; and it is effective from June 27, 2016 until June 26, 2017. Acquisitions of preferred and common shares for treasury are in the tables below:  199Form 20-F – December 2016


Table of Contents  16.G. Corporate GovernanceForm 20-F  Period

   Total number of preferred shares acquired

   Average price paid per preferred share

   Total number of preferred shares acquired from published plans or programs

   Maximum number of preferred shares that can still be acquired from plans or programs01/04 to 01/29/16

   -

   -

   -

   3,501,40002/01 to 02/29/16

   -

   -

   -

   3,501,40003/01 to 03/31/16

   -

   -

   -

   3,501,40004/01 to 04/29/16

   -

   -

   -

   3,501,40005/02 to 05/31/16

   -

   -

   -

   3,501,40006/01 to 06/30/16

   -

   -

   -

   7,500,00007/01 to 07/29/16

   -

   -

   -

   7,500,00008/03 to 08/31/16

   -

   -

   -

   7,500,00009/01 to 09/30/16

   -

   -

   -

   7,500,00010/03 to 10/31/16

   -

   -

   -

   7,500,00011/01 to 11/30/16

   -

   -

   -

   7,500,00012/01 to 12/30/16

   -

   -

   -

   7,500,000
  Period

   Total number of common shares acquired

   Average price paid per common share

   Total number of common shares acquired from published plans or programs

   Maximum number of common shares that can still be acquired from plans or programs01/04 to 01/29/16

   489,200

   19.35

   489,200

   6,819,20002/01 to 02/29/16

   -

   -

   -

   6,819,20003/01 to 03/31/16

   -

   -

   -

   6,819,20004/01 to 04/29/16

   -

   -

   -

   6,819,20005/02 to 05/31/16

   -

   -

   -

   6,819,20006/01 to 06/30/16

   -

   -

   -

   7,500,00007/01 to 07/29/16

   -

   -

   -

   7,500,00008/03 to 08/31/16

   -

   -

   -

   7,500,00009/01 to 09/30/16

   -

   -

   -

   7,500,00010/03 to 10/31/16

   -

   -

   -

   7,500,00011/01 to 11/30/16

   -

   -

   -

   7,500,00012/01 to 12/30/16

   -

   -

   -

   7,500,000
   16.F. Change in Registrant's Certifying Accountant
 Not applicable. 16.G. Corporate Governance
 In May 2006, our Board of Directors approved our Corporate Governance Policy. This policy is available on our website at www.bradesco.com.br/ri. Comparison of our corporate governance practices with NYSE rules applicable to North American companies Under the NYSE’s corporate governance rules approved by the SEC, foreign private issuers are subject to a more limited set of corporate governance requirements than U.S. domestic issuers. As a foreign private issuer, we must comply with three rules imposed by the NYSE: ·SEC requirements concerning audit committees; ·our CEO must promptly notify the SEC in writing as soon as an executive officer becomes aware of any non-compliance with any of the applicable NYSE corporate governance rules; and ·we must provide a brief description disclosing any significant ways in which our corporate governance practices differ from those followed by U.S. companies under NYSE listing standards. The chart below provides a brief description of the significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards. Article

   NYSE corporate governance rules for US issuers

   Our corporate governance practices303A.01

   Independent directors must comprise a majority of the members of the Board of Directors of a listed company on NYSE.

   Brazilian law provides that only individuals may be appointed to a company's Board of Directors. Accordingly, there is no legal or statutory provision requiring us to have independent directors.
  200Form 20-F – December 2016


Table of Contents  16.G. Corporate GovernanceForm 20-F  303A.03

   Non‐management directors of a listed company must meet at regularly scheduled executive sessions without management.

   With the exception of our CEO, who is also our director, none of our directors is part of theDiretoria Executiva. The directors have regularly scheduled executive sessions at least once a yearin order to evaluate his performance.303A.04

   Listed companies must have a nomination/ corporate governance committee composed entirely of independent directors, with a written charter that addresses specific minimum requirements.

   We have a Corporate Governance Executive Committee subordinate to theDiretoria Executiva, and the Succession Planning andNomination Committee, which reports to the Board of Directors. Both committees are composed of members of our Management, and have a charter that addresses its minimum requirements.303A.05

   Listed companies must have a compensation committee composed entirely of independent directors, with a written charter that addresses specific minimum requirements.

   We have a Compensation Committee of three to seven members chosen among the members of the Board of Directors, except for one who is not a senior manager, each with a five-year term of office. The committee's primary responsibility is to assist the Board of Directors with conducting policies related to the compensation of our executive managers, according to legislation in force. None of the members of the Compensation Committee are independent directors. The compensation committee has a written charter that states the responsibilities of the committee.303A.06

   303A.07

   Listed companies must have an audit committee, composed by a minimum of three members who satisfy the requirements of Rule 10A‐3 under the Exchange Act, with a written charter that addresses specific minimum requirements.

   Pursuant to our Bylaws and to Central Bank regulations since December 2003, we have appointed an Audit Committee. Our Audit Committee comprises three to five members, each of whom serves for a term of five years, and is appointed by, and may be replaced by, the Board of Directors. We currently have three members on our Audit Committee, one of them is also our director. Under Brazilian law, the function of hiring independent auditors is reserved for the Board of Directors of a company. As a result, our Board of Directors acts as our Audit Committee, as specified in Section 3(a)(58) of the Exchange Act, for purposes of approving the engagement of our independent auditors for audit. Except in these respects, our Audit Committee is comparable to and performs the functions of audit committees of U.S. companies. Since our Audit Committee is a separate body from our Board of Directors, pursuant to Central Bank regulations, we have relied on the exemption set forth in Exchange Act Rule 10A-3(c)(3) in this regard. For more information on their main tasks, see "Item 6.C. Board Practices - Board Advisory Committees – Board Committees.”

   We also have a Fiscal Council, which currently has five members and four alternates. The Fiscal Council is an independent corporate body.

   For more information about the rights and obligations of our Fiscal Council, see "Item 6.C. Board Practices – Fiscal Council.”
  201Form 20-F – December 2016


Table of Contents ITEM 18. FINANCIAL STATEMENTSForm 20-F  303A.08

   Shareholders must be given the opportunity to vote on equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.

   Under the Brazilian Corporate Law, shareholder approval is required for the adoption of any compensation plans upon delivery of equity interests. We currently do not have any stock option based compensation plan.303A.09

   Listed companies must adopt and disclose corporate governance guidelines addressing specific minimum requirements.

   Our corporate governance guidelines and practices are available in our website at www.bradesco.com.br/ri, in the corporate governance section.303A.10

   Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.

   We have adopted a Code of Ethics, which applies to our Senior Management, employees, business partners, suppliers and service providers, parent companies, subsidiaries and companies under common control, directly or indirectly and, when applicable, to non-profit entities managed by members of Senior Management or employees appointed or transferred by our member companies. We have an Ethics Conduct Committee, appointed by the Board of Directors, which is responsible for dissemination and fulfillment of the Codes of Ethics Conduct, as well as ensuring its effectiveness.

   We will post any modifications or waivers to either Codes of Ethics Conduct on our website.303A.12

   A CEO of a listed company must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of Section 303A.

   Our CEO shall promptly notify the NYSE in writing, should any executive officer become aware of any non-compliance with any applicable provision of the NYSE corporate governance rules. 
 PART III
  ITEM 17. FINANCIAL STATEMENTS
 See "Item 18. Financial Statements." ITEM 18. FINANCIAL STATEMENTS
 See our financial statements on pages F-2 through F-147.  202Form 20-F – December 2016


Table of Contents  ITEM 19. EXHIBITSForm 20-F  ITEM 19. EXHIBITS
 Documents filed as exhibits to this annual report: 1.1 - Our Amended and Restated Bylaws. 2.1 - Deposit Agreement, dated as of July 22, 2009, by and among us, The Bank of New York Mellon, as depositary, and the holders and beneficial owners of preferred share ADSs evidenced by preferred share ADRs issued thereunder (incorporated by reference to the Registration Statement on Form F-6 relating to the ADSs filed on August 25, 2009 (File No.333-161530)). 2.2 – Common share Deposit Agreement, dated as of March 13, 2012, by and among us, The Bank of New York Mellon, as depositary, and the holders and beneficial owners of common share ADSs evidenced by common share ADRs issued thereunder (incorporated by reference to the Registration Statement on Form F-6 relating to the common share ADSs filed on February 22, 2012 (File No.333-179623)). 2.3 -The total amount of our long-term debt securities and our subsidiaries’ long-term debt securities under any one instrument does not exceed 10.0% of our total assets and our subsidiaries’ total assets on a consolidated basis. We agree to furnish copies of any or all such instruments to the SEC upon request. 4.1+ – Share Purchase Agreement dated July 31, 2015 between HSBC Latin America Holdings (UK) and us(incorporated by reference to the Annual Report on Form 20-F/A filed on August 29, 2016 – File No. 001-15250). 6.1 - Calculation of earnings per share data and weighted average number of shares outstanding. 7.1 - Calculation of dividends/interest on equity per share data. 8.1 - List of Subsidiaries. 12.1 - Certification of the Chief Executive Officer, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934. 12.2 - Certification of the Chief Financial Officer, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934. 13.1 - Certification of the Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13.2 - Certification of the Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. + Registrant has omitted portions of the referenced exhibit pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.   203Form 20-F – December 2016


Table of Contents SIGNATURESForm 20-F  SIGNATURES
 Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.  Banco Bradesco S.A.  /s/ Luiz Carlos Trabuco CappiLuiz Carlos Trabuco CappiChief Executive Officer   /s/ Alexandre da Silva GlüherAlexandre da Silva Glüher Chief Financial Officer    Date: April 28, 2017.  204Form 20-F – December 2016


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---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Summary
 Independent Auditors’ Report

   F-3 - F-4Consolidated Statements of Income

   

   

   

   F-5Consolidated Statements of Comprehensive Income

   

   

   F-6Consolidated Statements of Financial Position

   

   

   

   F-7Consolidated Statements of Changes in Equity

   

   

   F-8-  F-9Consolidated Statements of Cash Flows

   

   

   F-10 - F-11Notes to the Consolidated Financial Statements

   

   

   F-12 - F-1491)

   General information

   F-12

   

   20) Financial assets and liabilities held for trading

   F-1072)

   Significant accounting practices

   F-12

   

   21) Financial assets available for sale

   F-1113)

   Risk Management

   F-41

   

   22) Investments held to maturity

   F-1123.1.

   Credit risk

   F-42

   

   23) Financial assets pledged as collateral

   F-1133.2.

   Market risk

   F-54

   

   24) Loans and advances to banks

   F-1133.3.

   Liquidity risk

   F-65

   

   25) Loans and advances to customers

   F-1143.4.

   Fair value of financial assets and liabilities

   F-74

   

   26) Non-current assets held for sale

   F-1153.5.

   Capital management

   F-80

   

   27) Investments in associates and joint ventures

   F-1163.6.

   Insurance risk/subscription risk

   F-85

   

   28) Property and equipment

   F-1194)

   Estimates and judgments

   F-91

   

   29) Intangible assets and goodwill

   F-1225)

   Operating segments

   F-94

   

   30) Other assets

   F-1236)

   Net interest income

   F-98

   

   31) Deposits from banks

   F-1247)

   Net fee and commission income

   F-99

   

   32) Deposits from customers

   F-1248)

   Net gains/(losses) on financial instruments classified as held for trading

   F-99

   

   33) Funds from securities issued

   F-1249)

   Net gains/(losses) on financial instruments classified as available for sale

   F-99

   

   34) Subordinated debt

   F-12610) Net gains/(losses) on foreign currency transactions

   F-99

   

   35) Insurance technical provisions and pension plans

   F-12711) Net income from insurance and pension plans

   F-100

   

   36) Supplemental pension plans

   F-13512) Impairment of loans and advances

   F-100

   

   37) Provisions, contingent liabilities and contingent assets

   F-13713) Personnel expenses

   F-101

   

   38) Other liabilities

   F-14114) Other administrative expenses

   F-101

   

   39) Equity

   F-14215) Depreciation and amortization

   F-101

   

   40) Transactions with related parties

   F-14416) Other operating income/(expenses)

   F-102

   

   41) Off-balance sheet commitments

   F-14717) Income tax and social contribution

   F-102

   

   42) New standards and amendments and interpretations of existing standards

   F-14818) Earnings per share

   F-106

   

   43) Other information

   F-14819) Cash and balances with banks

   F-106

   

   44) Subsequent events

   F-149 
   F-2IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)




Independent Auditors’ Report




Report of Independent Registered Public Accounting Firm    The Board of Directors and Stockholders Banco Bradesco S.A.   We have audited the accompanying consolidated statement of financial position of Banco Bradesco S.A. and subsidiaries (“Bradesco”) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2016. We also have audited Bradesco’s internal control over financial reporting as of December 31, 2016, based on criteria established inInternal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Bradesco’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on Bradesco’s internal control over financial reporting based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.  A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


BradescoF-3


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Independent Auditors’ Report
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Banco Bradesco S.A. and subsidiaries as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Also in our opinion, Bradesco maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established inInternal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).   KPMG Auditores Independentes   Osasco, BrazilApril 28, 2017




F-4IFRS – International Financial Reporting Standards – 2016



---













Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Consolidated Statements of Income
 R$ thousandNote

   Years ended December 312016

   2015

   2014Interest and similar income

   

   147,700,375

   127,048,252

   103,893,096Interest and similar expenses

   

   (91,037,386)

   (71,412,210)

   (53,847,329)Net interest income

   6

   56,662,989

   55,636,042

   50,045,767Fee and commission income

   

   20,341,087

   17,856,873

   16,759,980Fee and commission expenses

   

   (36)

   (36,203)

   (20,724)Net fee and commission income

   7

   20,341,051

   17,820,670

   16,739,256Net gains/(losses) on financial instruments classified as held for trading

   8

   16,402,770

   (8,252,055)

   (1,933,003)Net gains/(losses) on financial instruments classified as available for sale

   9

   (1,341,400)

   (671,810)

   (991,894)Net gains/(losses) on foreign currency transactions

   10

   150,757

   (3,523,095)

   (1,244,680)Net income from insurance and pension plans

   11

   4,155,763

   5,497,505

   5,411,845Other operating income

   

   19,367,890

   (6,949,455)

   1,242,268Impairment of loans and advances

   12

   (15,350,278)

   (14,721,152)

   (10,291,386)Personnel expenses

   13

   (17,003,783)

   (14,058,047)

   (13,667,639)Other administrative expenses

   14

   (16,149,563)

   (13,721,970)

   (12,971,521)Depreciation and amortization

   15

   (3,658,413)

   (2,942,003)

   (2,932,687)Other operating income/(expenses)

   16

   (14,004,162)

   (12,988,553)

   (10,223,083)Other operating expense

   

   (66,166,199)

   (58,431,725)

   (50,086,316)Income before income taxes and equity in the earnings (losses) of investments in associates and joint ventures

   

   30,205,731

   8,075,532

   17,940,975Equity in the earnings (losses) of investments in associates and joint ventures

   27

   1,699,725

   1,528,051

   1,389,816Income before income taxes

   

   31,905,456

   9,603,583

   19,330,791Income tax and social contribution

   17

   (13,912,730)

   8,634,322

   (3,914,313)Net income for the year

   

   17,992,726

   18,237,905

   15,416,478Attributable to shareholders:Controlling shareholders

   

   17,894,249

   18,132,906

   15,314,943Non-controlling interest

   

   98,477

   104,999

   101,535Basic and diluted income per share based on the weighted average number of shares attributable to shareholders(expressed in R$ per share):– Earnings per common share

   18

   3.08

   3.12

   2.63– Earnings per preferred share

   18

   3.39

   3.43

   2.90
  The Notes are an integral part of the Consolidated Financial Statements.    BradescoF-5


---



Consolidated Financial Statements prepared in accordance with International Financial ReportingStandards (IFRS)
  Consolidated Statements of Comprehensive Income
 R$ thousandYears ended December 312016

   2015

   2014Net income for the year

   17,992,726

   18,237,905

   15,416,478Items that are or may be reclassified to the Consolidated Statement of IncomeFinancial assets available for saleUnrealized gains/(losses) on financial assets available for sale

   7,757,475

   (4,754,469)

   2,018,046Realized gains/(losses) on financial assets available for sale

   (1,459,372)

   (923,433)

   (1,287,674)Tax effect

   (2,587,076)

   2,273,982

   (289,194)Exchange differences on translations of foreign operationsForeign exchange on translations of foreign operations

   (194,566)

   118,485

   3,681Tax effect

   87,555

   (57,788)

   (1,473)Total adjustments not included in the net income

   3,604,016

   (3,343,223)

   443,386Total comprehensive income for the year

   21,596,742

   14,894,682

   15,859,864Attributable to shareholders:Controlling shareholders

   21,498,265

   14,789,683

   15,758,329Non-controlling interest

   98,477

   104,999

   101,535
  The Notes are an integral part of the Consolidated Financial Statements.      F-6IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Consolidated Statements of Financial Position
 R$ thousandNote

   December 31, 2016

   December 31, 2015AssetsCash and balances with banks

   19

   72,554,651

   72,091,764Financial assets held for trading

   20a

   213,139,846

   159,623,449Financial assets available for sale

   21

   113,118,554

   117,695,450Investments held to maturity

   22

   43,002,028

   40,003,560Financial assets pledged as collateral

   23

   155,286,577

   144,489,921Loans and advances to banks

   24

   94,838,136

   35,620,410Loans and advances to customers, net of impairment

   25

   367,303,034

   344,868,464Non-current assets held for sale

   26

   1,578,966

   1,247,106Investments in associates and joint ventures

   27

   7,002,778

   5,815,325Property and equipment, net of accumulated depreciation

   28

   8,397,116

   5,504,435Intangible assets and goodwill, net of accumulated amortization

   29

   15,797,526

   7,409,635Taxes to be offset

   

   7,723,211

   6,817,427Deferred income tax assets

   17c

   45,116,863

   45,397,879Other assets

   30

   47,170,370

   40,118,697Total assets

   

   1,192,029,656

   1,026,703,522LiabilitiesDeposits from banks

   31

   301,662,682

   293,903,391Deposits from customers

   32

   232,747,929

   194,510,100Financial liabilities held for trading

   20b

   13,435,678

   19,345,729Funds from securities issued

   33

   151,101,938

   109,850,047Subordinated debt

   34

   52,611,064

   50,282,936Insurance technical provisions and pension plans

   35

   215,840,000

   170,940,940Other provisions

   37

   18,292,409

   15,364,317Current income tax liabilities

   

   2,130,286

   2,781,104Deferred income tax liabilities

   17c

   1,762,948

   772,138Other liabilities

   38

   96,965,515

   78,038,058Total liabilities

   

   1,086,550,449

   935,788,760Equity

   39Share capital

   

   51,100,000

   43,100,000Treasury shares

   

   (440,514)

   (431,048)Capital reserves

   

   35,973

   35,973Profit reserves

   

   50,027,816

   49,920,020Additional paid-in capital

   

   70,496

   70,496Other comprehensive income

   

   (398,708)

   (4,002,724)Retained earnings

   

   4,907,381

   2,096,710Equity attributable to controlling shareholders

   

   105,302,444

   90,789,427Non-controlling interest

   

   176,763

   125,335Total equity

   

   105,479,207

   90,914,762Total liabilities and equity

   

   1,192,029,656

   1,026,703,522
  The Notes are an integral part of the Consolidated Financial Statements.  BradescoF-7


---



Consolidated Financial Statements prepared in accordance with International Financial ReportingStandards (IFRS)
  Consolidated Statements of Changes in Equity
  R$ thousandShare

   capital

   Treasury shares

   Capital reserves

   Profit reserves

   Additional paid-in

   capital

   Other comprehensive income (1)

   Retained earnings

   Equity attributable to controlling shareholders

   Non-controlling interest

   Total equityLegal

   StatutoryBalance on December 31, 2013

   38,100,000

   (269,093)

   35,973

   4,439,025

   29,683,478

   70,496

   (1,102,887)

   927,314

   71,884,306

   218,620

   72,102,926Net income for the year

   -

   -

   -

   -

   -

   -

   -

   15,314,943

   15,314,943

   101,535

   15,416,478Financial assets available for sale

   -

   -

   -

   -

   -

   -

   441,178

   -

   441,178

   -

   441,178Foreign currency translation adjustment

   -

   -

   -

   -

   -

   -

   2,208

   -

   2,208

   -

   2,208Comprehensive income

   -

   -

   -

   -

   -

   -

   -

   -

   15,758,329

   101,535

   15,859,864Purchase of treasury shares

   -

   (28,922)

   -

   -

   -

   -

   -

   -

   (28,922)

   -

   (28,922)Decrease of non-controlling shareholders’ interest

   -

   -

   -

   -

   -

   -

   -

   -

   -

   (192,292)

   (192,292)Capital transaction (2)

   -

   -

   -

   -

   (391,392)

   -

   -

   -

   (391,392)

   -

   (391,392)Transfers to reserves

   -

   -

   -

   754,442

   9,279,796

   -

   -

   (10,034,238)

   -

   -

   -Interest on equity and dividends

   -

   -

   -

   -

   -

   -

   -

   (5,054,580)

   (5,054,580)

   (3,799)

   (5,058,379)Balance on December 31, 2014

   38,100,000

   (298,015)

   35,973

   5,193,467

   38,571,882

   70,496

   (659,501)

   1,153,439

   82,167,741

   124,064

   82,291,805Net income for the year

   -

   -

   -

   -

   -

   -

   -

   18,132,906

   18,132,906

   104,999

   18,237,905Financial assets available for sale

   -

   -

   -

   -

   -

   -

   (3,403,920)

   -

   (3,403,920)

   -

   (3,403,920)Foreign currency translation adjustment

   -

   -

   -

   -

   -

   -

   60,697

   -

   60,697

   -

   60,697Comprehensive income

   -

   -

   -

   -

   -

   -

   -

   -

   14,789,683

   104,999

   14,894,682Increase of non-controlling shareholders’ interest

   -

   -

   -

   -

   -

   -

   -

   -

   -

   28,446

   28,446Purchase of treasury shares

   -

   (133,033)

   -

   -

   -

   -

   -

   -

   (133,033)

   -

   (133,033)Capital increase of with reserves (3)

   5,000,000

   -

   -

   -

   (5,000,000)

   -

   -

   -

   -

   -

   -Transfers to reserves

   -

   -

   -

   859,482

   10,295,189

   -

   -

   (11,154,671)

   -

   -

   -Interest on equity and dividends

   -

   -

   -

   -

   -

   -

   -

   (6,034,964)

   (6,034,964)

   (132,174)

   (6,167,138)Balance on December 31, 2015

   43,100,000

   (431,048)

   35,973

   6,052,949

   43,867,071

   70,496

   (4,002,724)

   2,096,710

   90,789,427

   125,335

   90,914,762
   The Notes are an integral part of the Consolidated Financial Statements.  F-8IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Consolidated Statements of Changes in Equity(continued)
 R$ thousandShare

   capital

   Treasury shares

   Capital reserves

   Profit reserves

   Additional paid-in capital

   Other comprehensive income (1)

   Retained earnings

   Equity attributable to controlling shareholders

   Non-

   controlling interest

   Total equityLegal

   StatutoryBalance on December 31, 2015

   43,100,000

   (431,048)

   35,973

   6,052,949

   43,867,071

   70,496

   (4,002,724)

   2,096,710

   90,789,427

   125,335

   90,914,762Net income for the year

   -

   -

   -

   -

   -

   -

   -

   17,894,249

   17,894,249

   98,477

   17,992,726Financial assets available for sale

   -

   -

   -

   -

   -

   -

   3,711,027

   -

   3,711,027

   -

   3,711,027Foreign currency translation adjustment

   -

   -

   -

   -

   -

   -

   (107,011)

   -

   (107,011)

   -

   (107,011)Comprehensive income

   -

   -

   -

   -

   -

   -

   -

   -

   21,498,265

   98,477

   21,596,742Increase of non-controlling shareholders’ interest

   -

   -

   -

   -

   -

   -

   -

   -

   -

   3,265

   3,265Purchase of treasury shares

   -

   (9,466)

   -

   -

   -

   -

   -

   -

   (9,466)

   -

   (9,466)Capital increase with reserves(4)

   8,000,000

   -

   -

   -

   (8,000,000)

   -

   -

   -

   -

   -

   -Transfers to reserves

   -

   -

   -

   754,179

   7,353,617

   -

   -

   (8,107,796)

   -

   -

   -Interest on equity

   -

   -

   -

   -

   -

   -

   -

   (6,975,782)

   (6,975,782)

   (50,314)

   (7,026,096)Balance on December 31, 2016

   51,100,000

   (440,514)

   35,973

   6,807,128

   43,220,688

   70,496

   (398,708)

   4,907,381

   105,302,444

   176,763

   105,479,207
 (1)In 2016, consists primarily of “net” unrealized gains/losses from investment securities, classified as available for sale (Notes 21 and 23), of which the tax effects amount to R$ 154,958 thousand (2015 - R$ 2,700,764 thousand and 2014 - R$ 438,285 thousand)); (2)In 2014, we acquired shareholdings of 6.51% of Odontoprev SA and 1.45% of Banco Bradesco BBI SA that were held by non-controlling shareholders; (3)In the Extraordinary General Meeting of March 10, 2015, deliberation was made to increase the Capital Stock by R$ 5,000,000 thousand, increasing it from R$ 38,100,000 thousand to R$ 43,100,000 thousand, through the capitalization of part of the balance of the account “Profit Reserves - Statutory Reserve, of compliance with the provisions in Article 169 of Law no6,404/76, with a bonus of 20% in shares, by issuing 841,454,808 new nominative-book entry shares, with no nominal value, whereby 420,727,426 common and 420,727,382 preferred shares, attributed free-of-charge to the shareholders as bonus, to the ratio of two (2) new shares for every ten (10) shares of the same type that they own, benefiting the shareholders registered on March 26, 2015; and (4)In the Extraordinary General Meeting of March 10, 2016, the approval was proposed by the Board of Directors to increase the Capital Stock by R$ 8,000,000 thousand, increasing it from R$ 43,100,000 thousand to R$ 51,100,000 thousand, with a bonus in shares, through the capitalization of part of the balance of the account “Profit Reserves - Statutory Reserve”, in compliance with the provisions in Article 169 of Law No. 6,404/76, by issuing 504,872,885 new nominative-book entry shares, with no nominal value, whereby 252,436,456 are common and 252,436,429 are preferred shares, attributed free-of-charge to the shareholders as bonus, to the ratio of 1 new share for every 10 shares of the same type that they own on the base date.   The Notes are an integral part of the Consolidated Financial Statements.  BradescoF-9


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Consolidated Statements of Cash Flows
 R$ thousandYears ended December 312016

   2015

   2014Operating activitiesIncome before income taxes

   31,905,456

   9,603,583

   19,330,791Adjustments to reconcile income before income tax to net cash flow from operating activities:Impairment of loans and advances

   15,350,278

   14,721,152

   10,291,386Changes in the insurance technical provisions and pension plans

   32,781,918

   28,286,039

   24,008,174Net (gains)/losses from disposals of assets available for sale

   (764,707)

   247,288

   (222,876)Expenses with provisions and contingent liabilities

   2,518,761

   3,510,916

   2,324,505Deferred acquisition cost (insurance)

   194,994

   (95,110)

   (312,983)Impairment of assets

   2,388,580

   650,588

   1,300,378Depreciation

   1,140,369

   1,057,722

   1,056,389Amortization of intangible assets

   2,516,777

   1,884,281

   1,876,298Equity in the earnings (losses) of investments in associates and joint ventures

   (1,699,725)

   (1,528,051)

   (1,389,816)Losses on disposal of non-current assets held for sale

   442,251

   180,602

   310,141Net losses from disposal of property and equipment

   24,791

   96,630

   35,706Effect of changes in exchange rates on cash and cash equivalents

   5,617,747

   (2,911,155)

   (618,226)Others

   -

   -

   16,254Changes in assets and liabilities:(Increase)/decrease in compulsory deposits with the Central Bank

   11,651,121

   (3,866,979)

   4,456,083(Increase)/decrease in loans and advances to banks

   10,368,220

   2,045,985

   19,562,317(Increase)/decrease in loans and advances to customers

   (49,649,090)

   (95,025,702)

   (88,722,859)(Increase)/decrease in financial assets held for trading

   (40,248,319)

   (80,159,223)

   14,689,614(Increase)/decrease in other assets

   (8,296,942)

   (32,926,622)

   (15,473,866)Increase/(decrease) in deposits from banks

   33,269,744

   40,729,421

   56,473,841Increase/(decrease) in deposits from customers

   (6,707,994)

   (3,463,924)

   6,883,751Increase/(decrease) in financial liabilities held for trading

   (9,700,099)

   16,030,156

   1,489,191Increase/(decrease) in insurance technical provisions and pension plans

   (2,042,897)

   (3,904,319)

   (7,777,977)Increase/(decrease) in other provisions

   (3,019,960)

   (2,011,000)

   (2,187,792)Increase/(decrease) in other liabilities

   10,312,756

   29,295,296

   18,571,777Interest received

   70,917,068

   62,725,684

   54,777,470Interest paid

   (45,140,018)

   (38,823,738)

   (32,704,290)Income tax and social contribution paid

   (9,771,075)

   (7,419,802)

   (6,446,222)Other changes in taxes

   (400,787)

   (283,883)

   (798,036)Net cash provided by/(used in) operating activities

   53,959,218

   (61,354,165)

   80,799,123Investing activities(Acquisitions)/disposal of subsidiaries, net of cash and cash equivalents paid/received

   (7,188,659)

   -

   46,068(Acquisitions) of financial assets available for sale

   (108,296,179)

   (61,153,632)

   (48,896,316)Proceeds from sale of financial assets available for sale

   115,724,092

   39,147,316

   37,713,211Maturity ofinvestmentsheld to maturity

   -

   269,063

   -(Acquisitions) ofinvestmentsheld to maturity

   -

   -

   (641,845)Disposal of non-current assets held for sale

   629,768

   742,732

   663,789(Acquisitions)ofinvestments in associates

   (376,434)

   (971,672)

   (6,000)Dividends received from investments in associates

   510,285

   668,178

   804,883(Acquisition) of property and equipment

   (2,779,321)

   (2,181,549)

   (1,559,585)Disposal of property and equipment

   486,303

   205,094

   263,457(Acquisition) of intangible assets

   (2,343,497)

   (1,971,881)

   (1,270,280)Dividends received

   117,972

   251,623

   295,780Interest received

   12,668,011

   13,033,426

   9,143,482Net cashprovided by/(used in) investing activities

   9,152,341

   (11,961,302)

   (3,443,356)
  F-10IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Consolidated Statements of Cash Flows (continued)
  R$ thousandYears ended December 312016

   2015

   2014Financing activitiesFunds from securities issued

   47,253,373

   68,385,187

   53,526,003Payments on securities issued

   (47,861,607)

   (49,217,829)

   (32,577,909)Issuance of subordinated debts

   3,787,207

   11,304,318

   -Payments on subordinated debts

   (581,713)

   (1,271,261)

   (2,706,203)Acquisition of treasury shares

   (9,466)

   (133,033)

   (28,922)Capital transaction

   -

   -

   (391,392)Increase/(decrease)of non-controlling interest

   3,265

   28,446

   (192,292)Interest paid

   (20,504,528)

   (11,093,967)

   (4,704,334)Interest on equity and dividends paid

   (5,611,350)

   (5,007,596)

   (3,925,450)Net cashprovided by/(used in)financing activities

   (23,524,819)

   12,994,265

   8,999,501(Decrease)/Increase in cash and cash equivalents

   39,586,740

   (60,321,202)

   86,355,268Cash and cash equivalentsAt the beginning of the period

   147,261,434

   204,671,481

   117,697,987Effect of changes in exchange rates on cash and cash equivalents

   (5,617,747)

   2,911,155

   618,226At the end of the period

   181,230,427

   147,261,434

   204,671,481(Decrease)/Increase in cash and cash equivalents

   39,586,740

   (60,321,202)

   86,355,268Non-cash transactionsCredit operations transferred to non-current assets held for sale

   2,122,871

   1,591,998

   1,390,525Dividends and interest on equity declared but not yet paid

   4,482,718

   3,622,958

   3,313,760Unrealized (gains)/losses on securities available for sale

   (3,711,027)

   3,403,920

   (441,178) The Notes are an integral part of the Consolidated Financial Statements.  BradescoF-11


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 1)General information  Banco Bradesco S.A. and subsidiaries (“Bradesco”, the “Bank”, the “Company” or the “Organization”) is a publicly-traded company established according to the laws of the Federative Republic of Brazil with headquarters in the city of Osasco, state of São Paulo, Brazil.  Bradesco is a bank that provides multiple services within two segments: banking and insurance. The Bank complies with Brazilian banking regulations and operates throughout all of Brazil. The banking segment includes a range of banking activities, serving individual and corporate customers in the following operations: investment banking, national and international banking operations, asset management operations and consortium administration. The insurance segment covers auto, health, life, accident and property insurance and pension plans as well as capitalization bonds.  The retail banking products include demand deposits, savings deposits, time deposits, mutual funds, foreign exchange services and a range of credit operations, including overdrafts, credit cards and loans with repayments in installments. The services provided to corporate entities include fund management and treasury services, foreign exchange operations, corporate finance and investment banking services, hedge and finance operations including working capital financing, leasing and loans with repayments in installments. These services are provided, mainly, in domestic markets, but also include international services on a smaller scale.  The Organization was originally listed on the São Paulo Stock Exchange (“BM&FBovespa”) and then subsequently on the New York Stock Exchange (“NYSE”).  The consolidated financial statements, in accordance with the IFRS, were approved by the Board of Directors on February 23, 2017.  2)Significant accounting practices  These consolidated financial statements of the Organization were prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). The consolidated financial statements include the consolidated statements of financial position, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows as well as the notes to the consolidated financial statements.  The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position: financial assets available for sale which are measured at fair value; assets and liabilities held for trading which are measured at fair value; financial instruments at fair value through profit or loss which are measured at fair value and the liability for defined benefit obligations which is recognized as the present value of the defined benefit obligation less the net total of the plan assets, plus unrecognized actuarial gains, less unrecognized past service cost and unrecognized actuarial losses and assets and liabilities acquired through a business combination.  The Organization has classified its expenses according to their nature.  The consolidated statement of cash flows shows the changes in cash and cash equivalents during the year arising from operating, investing and financing activities. Cash and cash equivalents include highly liquid investments. Note 19 details the accounts of the consolidated statement of financial position that comprise cash and cash equivalents. The consolidated statement of cash flows is prepared using the indirect method. Accordingly, the income before taxes was adjusted by non-cash items such as provisions, depreciation, amortization and losses due to impairment of loans and advances. The interest     F-12IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  and dividend received and paid are classified as operating, financing or investment cash flows according to the nature of the corresponding assets and liabilities.  The preparation of the consolidated financial statements requires the use of estimates and assumptions which affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements, and the profit and loss amounts for the year. The consolidated financial statements also reflect various estimates and assumptions, including, but not limited to: adjustments to the provision for impairment losses of loans and advances; estimates of the fair value of financial instruments; depreciation and amortization; impairment losses in assets; the useful life of intangible assets; evaluation of the realization of tax assets; assumptions for the calculation of technical provisions for insurance; supplemental pension plans and capitalization bonds; provisions for contingencies and provisions for potential losses arising from fiscal and tax uncertainties. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4.  The accounting policies listed below were used in all the periods presented and by all the companies of the Organization.  a)Recent Acquisitions  In August, 2015, Bradesco firmed the Purchase and Sale of Shares Agreement with HSBC Latin America Holdings Limited to the acquisition of 100% of the equity of HSBC Bank Brasil S.A. (“HSBC Bank”) and HSBC Serviços e Participações Ltda. (“HSBC Serviços”). In June 2016, the final approval of regulatory agencies was given in compliance with legal formalities. With the conclusion of the acquisition, on July 1, 2016, Bradesco assumed all operations of the HSBC in Brazil, including retail, insurance and asset management, as well as all the branches and clients, reinforcing its presence and competitiveness throughout the national territory.  In July 2016, there was a total division of the equity of HSBC Serviços, where portions  of this  equity  were transferred to HSBC Bank and Credival Participações, Administração e Assessoria Ltda. (Credival), that is a wholly owned subsidiary of HSBC Bank.  In October 2016, approval was granted in an Extraordinary General Meeting for the partial spin-off of HSBC Brasil, through the absorption of portions of its equity by companies of the Organization, enabling progress with the integration of operational and technological platforms, resulting in the replacement of the HSBC brand in its service network, becoming Bradesco. Thus, Bradesco began to operate with a unified platform (branches, ATMs, and systems), to which all clients have access to. From now on, Bradesco will add to the products and services already offered to HSBC Brasil clients, a nationwide service network, a state-of-the-art technology platform, and an even more extensive portfolio of products and services.   BradescoF-13


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 See below the summarized balance sheet for the acquisition with HSBC Bank and HSBC Serviços (HSBC Brasil) at the date of acquisition:  R$ thousandAccounting

   Adjustments

   Fair Value (1)Cash and cash equivalents

   8,476,708

   -

   8,476,708Desposits with the central banks

   14,895,767

   -

   14,895,767Loans and advances

   69,364,585

   (1,650,016)

   67,714,569Financial assets held for trading

   20,881,824

   -

   20,881,824Financial assets available for sale

   23,745,717

   -

   23,745,717Investments held to maturity

   13,450

   22,411

   35,861Property and equipment, net of accumulated depreciation

   1,175,554

   622,246

   1,797,800Intangible assets

   558,015

   3,993,743

   4,551,758Other assets

   25,808,692

   848,699

   26,657,391Deposits from banks

   (7,808,801)

   -

   (7,808,801)Deposits from customers

   (56,766,587)

   -

   (56,766,587)Financial liabilities held for trading

   (3,790,048)

   -

   (3,790,048)Funds from securities issued

   (40,187,105)

   (64,701)

   (40,251,806)Subordinated debt

   (1,401,348)

   -

   (1,401,348)Provisions

   (3,429,291)

   -

   (3,429,291)Other liabilities

   (42,242,831)

   -

   (42,242,831)Sub-total

   9,294,301

   

   13,066,683Goodwill

   -

   4,221,787

   4,221,787Total amount of shareholders’ equity acquired

   9,294,301

   

   17,288,470
 (1)Based on an assessment made on July 01,2016, were identificable the fair values of the assets adquired and liabilities assumed in the acquisition.  The fair value of the consideration transferred was composed as follows:  R$ thousandPayment to HSBCLatin America Holding Limited, net of adjustment after closure (1)

   15,665,367Adjustment to the cost acquisition related to the fair value of the firmcommitment(2)

   1,623,103Fair value of the consideration transferred

   17,288,470
  (1)Considers the IOF collection, and withholding Income Tax; and (2) Considers the results from changes to the fair valueof the firm commitment attributable to the hedged risk that was recognized in the statement in the financial positionhired with the objective of protecting the effects of exchange rate variation of the firm commitment, though the use of a hedging instrument derivative.  In December 2016, Bradesco, based on a study report on purchase price allocation ("PPA"), prepared by a contracted specialized and independent company, made the initial allocation of the fair value of assets acquired and liabilities assumed by HSBC Brasil, as follows:   F-14IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 The value of the investment recorded by Bradesco includes goodwill in the acquisition of shares in the amount of R$ 4,221,787 thousand, as follows:  R$ thousandShareholders’ equity acquired

   9,294,301Fair value of assets acquired and liabilities assumed

   (221,361)Intangible assets acquired

   3,993,743Goodwill in the acquisition of the "HSBC Bank" and "HSBC Serviços" investments

   4,221,787Fair value of the consideration transferred

   17,288,470
  These acquisitions were recorded on the business combination method and the companies were consolidated from the date that the majority control was acquired.  The goodwill on acquisition, in the amount of R$ 4,221,787 thousand, recorded by Bradesco, is not amortized and is subject to annual impairment test. Goodwill is attributed to the expected future profitability of the respective businesses acquired and to the strengthening of Bradesco's strategy to strengthen its presence throughout the national territory, giving a greater degree of competition in a highly competitive market, so as to take advantage of the synergies generated by the products and base of HSBC Brasil customers, which are complementary.  Save to the extent that specific allowance, provision or reserve is made in Closing Statement, the HSBC shall indemnify and keep indemnify the Bradesco for all Losses, including legal costs, filing or any other fees and any liability to Tax incurred by the Bradesco, and from the acquisition of HSBC Brasil.  b)Consolidation  The consolidated financial statements include the financial statements of Bradesco and those of its direct and indirect subsidiaries, including exclusive mutual funds and special purpose entities.  The main subsidiaries included in the consolidated financial statements are as follows:  Activity

   Country

   Shareholding interest (%)December 312016

   2015Banco Alvorada S.A.

   Banking

   Brazil

   99.99

   99.99Banco Bradesco Financiamentos S.A.

   Banking

   Brazil

   100.00

   100.00Banco Boavista Interatlântico S.A.

   Banking

   Brazil

   100.00

   100.00Banco Bradesco Argentina S.A.

   Banking

   Argentina

   99.99

   99.99Banco Bradesco Europa S.A.

   Banking

   Luxembourg

   100.00

   100.00Banco Bradesco BERJ S.A.

   Banking

   Brazil

   100.00

   100.00Banco Bradescard S.A.

   Cards

   Brazil

   100.00

   100.00Banco Bradesco BBI S.A. (1)

   Investment Bank

   Brazil

   99.81

   99.80Banco Bradesco Cartões S.A.

   Cards

   Brazil

   100.00

   100.00Bradesco Administradora de Consórcios Ltda.

   Consortium Management

   Brazil

   100.00

   100.00Bradseg ParticipaçõesS.A.

   Holding

   Brazil

   100.00

   100.00Bradesco Auto/RE Cia. de Seguros

   Insurance

   Brazil

   100.00

   100.00Bradesco Capitalização S.A.

   Capitalization

   Brazil

   100.00

   100.00Odontoprev S.A.

   Dental Health

   Brazil

   50.01

   50.01Bradesco Leasing S.A. Arrendamento Mercantil

   Leasing

   Brazil

   100.00

   100.00
  BradescoF-15


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
   Activity

   Country

   Shareholding interest (%)December 312016

   2015Ágora Corretora de Títulos e Valores Mobiliários S.A.

   Broker

   Brazil

   100.00

   100.00Bradesco S.A. Corretora de Títulos e Valores Mobiliários

   Broker

   Brazil

   100.00

   100.00Bradesco Saúde S.A.

   Insurance/Health

   Brazil

   100.00

   100.00Bradesco Seguros S.A.

   Insurance

   Brazil

   100.00

   100.00Bradesco Vida e Previdência S.A.

   Pension plan/Insurer

   Brazil

   100.00

   100.00Bradesplan Participações Ltda.

   Holding

   Brazil

   100.00

   100.00BRAM – Bradesco Asset Management S.A. DTVM

   Asset Management

   Brazil

   100.00

   100.00Tempo Serviços Ltda.

   Service Provider

   Brazil

   100.00

   100.00União de Participações Ltda.

   Holding

   Brazil

   100.00

   100.00Banco Losango S.A. (2)

   Banking

   Brazil

   99.99

   -Kirton Administradora de Consórcios Ltda.(2)

   Consortium Management

   Brazil

   100.00

   -kirton Bank Brasil S.A. (2)(3)

   Banking

   Brazil

   100.00

   -Kirton Corretora de Títulos e Valores Mobiliários S.A. (2)

   Broker

   Brazil

   99.97

   -Kirton Capitalização S.A. (2)

   Capitalization

   Brazil

   99.97

   -Kirton Seguros S.A. (2)

   Insurance

   Brazil

   98.08

   -Kirton Vida e Previdência S.A. (2)

   Pension plan/Insurer

   Brazil

   100.00

   -Kirton Participações e Investimentos Ltda.(2)

   Holding

   Brazil

   100.00

   -
 (1)   Increased participation through the subscription of shares in June 2016; (2)Companies originating from the acquisition, in July 2016, of HSBC Brasil; and (3)New denomination of the HSBC Brasil.  None of the investments in subsidiary, associates and joint ventures presented significant restrictions on transferring resources in the form of cash dividends or repayment of obligations, during the periods reported.  i.Subsidiaries  Subsidiaries are all of the companies over which the Organization, has control. The Organization has control over an investee if it is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The subsidiaries are fully consolidated from the date at which the Organization obtains control until the date when control ceases.  For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The cost of an acquisition is measured as the fair value of the consideration, including assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the consideration given over the fair value of the Organization’s share of the identifiable net assets and non-controlling interest acquired is recorded as goodwill. Any goodwill arising from business combinations is tested for impairment at least once a year and whenever events or changes in circumstances may indicate the need for an impairment write-down. If the cost of acquisition is less than the fair value of the Organization’s share of the net assets acquired, the difference is recognized directly in the consolidated statement of income.  For acquisitions not meeting the definition of a business combination, the Organization   F-16IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  allocates the cost between the individual identifiable assets and liabilities. The cost of acquired assets and liabilities is determined by (a) recognizing financial assets and liabilities at their fair value at the acquisition date; and (b) allocating the remaining balance of the cost of purchasing assets and assuming liabilities to individual assets and liabilities, other than financial instruments, based on their relative fair values at the acquisition date.  ii.Associates  Companies are classified as associates if the Organization has significant influence, but not control, over the operating and financial management policy decisions. Normally significant influence is presumed when the Organization holds in excess of 20%, but no more than 50%, of the voting rights. Even if less than 20% of the voting rights are held, the Organization could still have significant influence through its participation in the management of the investee or representations on its Board of Directors, providing it has executive power; i.e. voting power.  Investments in associates are recorded in the Organization's consolidated financial statements using the equity method and are initially recognized at cost. The investments in associates include goodwill (net of any impairment losses) identified at the time of acquisition.  iii.Joint ventures  The Organization has contractual agreements in which two or more parties undertake activities subject to joint control. Joint control is the contractual sharing of control over an activity and it exists only if strategic, financial and operating decisions are made on a unanimous basis by the parties.  A joint venture is an arrangement in which the Organization has joint control, whereby the Organization has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Investments in joint ventures are recorded in the consolidated financial statements of the Organization using the equity method.  iv.Structured entities  A structured entity is an entity that has been designed such that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements.  Structured entities normally have some or all of the following features or characteristics:  •restricted activities; •a narrow and well-defined objective, such as, to effect a specific structure like a tax efficient lease, to perform research and development activities, or to provide a source of capital or funding to an entity or to provide investment opportunities for investors by passing risks and rewards associated with the assets of the structured entity to investors; •thin capitalisation, that is, the proportion of ‘real’ equity is too small to support the structured entity’s overall activities without subordinated financial support; and •financing in the form of multiple contractually linked instruments to investors that create concentrations of credit risk or other risks (tranches).     BradescoF-17


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  v.Transactions with and interests of non-controlling shareholders  The Organization applies a policy of treating transactions with non-controlling interests as transactions with equity owners of the Bank. For purchases of equity from non-controlling interests, the difference between any consideration paid and the share of the carrying value of net assets of the subsidiary acquired is recorded in equity. Gains or losses on sales to non-controlling shareholders are also recorded in equity.  Profits or losses attributable to non-controlling interests are presented in the consolidated statements of income under this title.  vi.Balances and transactions eliminated in the consolidation  Intra-group transactions and balances (except for foreign currency transaction gains andlosses) are eliminated in the consolidation process, including any unrealized profits or losses resulting from operations between the companies except when unrealized losses indicate an impairment of the asset transferred which should be recognized in the consolidated financial  statements. Consistent accounting policies as well as similar valuation methods for similar transactions, events and circumstances are used throughout the Organization for the purposes of consolidation.  c)Foreign currency translation  i.Functional and presentation currency  Items included in the financial statements of each of the Organization’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Brazilian Reais (R$), which is the Organization’s presentation currency. The domestic and foreign subsidiaries use the Real as their functional currency, with the exception of the subsidiary in Mexico, which uses the Mexican Peso as its functional currency.  ii.Transactions and balances  Foreign currency transactions, which are denominated or settled in a foreign currency, are translated into the functional currency using the exchange rates prevailing on the dates of the transactions.  Monetary items denominated in foreign currency are translated at the closing exchange rate as at the reporting date. Non-monetary items measured at historical cost denominated in a foreign currency are translated at the exchange rate on the date of initial recognition; non-monetary items in a foreign currency that are measured at fair value are translated using the exchange rates on the date when the fair value was determined.  Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at each period exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of income as “Net gains/(losses) of foreign currency transactions”.  In the case of changes in the fair value of monetary assets denominated in foreign currency classified as available for sale, a distinction is made between translation differences resulting from changes in amortized cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in the amortized cost are recognized in     F-18IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  the consolidated statement of income, and other changes in the carrying amount, except impairment, are recognized in equity.  iii.Foreign operations  The results and financial position of all foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:  ·Assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the reporting date;  ·Income and expenses for each consolidated statement of income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulativeeffect of the rate prevailing on the transaction dates, in which case income and expenses are translated at the rates in effect on the dates of the transactions); and  ·All resulting exchange differences are recognized in other comprehensive income.  Exchange differences arising from the above process are reported in equity as “Foreign currency translation adjustment”.  On consolidation, exchange differences arising from the translation of the net investment in foreign entities are taken to ‘Other comprehensive income’. If the operation is a non-wholly owned subsidiary, then the relevant proportion of the transaction difference is allocated to the non-controlling interest. When a foreign operation is partially sold or disposed, such exchange differences, which were recognized in equity, are recognized in the consolidated statement of income as part of the gain or loss on sale.  d)Cash and cash equivalents  Cash and cash equivalents include: cash, bank deposits, unrestricted balances held with the Central Bank of Brazil and other highly liquid short–term investments, with original maturities of three months or less and  which are subject to insignificant risk of changes in fair value, used by the Organization to manage its short-term commitments. See Note 19(b) – “Cash and cash equivalents”.  e)Sale and repurchase agreements  Securities sold subject to repurchase agreements are presented in the consolidated financial statements in “Financial assets pledged as collateral”. The counterparty liability is included in “Deposits from Banks”. Securities purchased under agreements to resell are recorded in “Loans and advances to banks” or “Loans and advances to customers”, as appropriate. The difference between sale and repurchase price is treated as interest in the consolidated statement of income and recognized over the life of the agreements using the effective interest rate method.  f)Financial assets and liabilities  i.Financial assets  The Organization classifies financial assets in the following four categories: measured at fair value through profit or loss; available for sale; held to maturity and loans and receivables. The   BradescoF-19


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets upon initial recognition.  •Measured at fair value through profit or loss  Financial assets are initially recorded at fair value with subsequent changes to the fair value  recognized immediately in profit or loss. These assets can be subdivided into two distinct classifications at the time of initial recognition: financial assets designatedat fair value through profit or loss and financial assets held for trading.  -Financial assets designated at fair value through profit or loss  The Organization does not have any financial assets designated at fair value through profit or loss.  -Financial assets held for trading (non Derivatives)  A financial asset is classified as held for trading if it is acquired by Management for the purpose of selling it in the short term or if it is part of a portfolio of identified financial instruments that are managed together for short-term profit or position taking. Derivative financial instruments are also categorized as held for trading.  Financial assets held for trading are initially recognized in the consolidated statement of financial position at fair value and the transaction costs are recorded directly in the consolidated statement of income.  Realized and unrealized gains and losses arising from changes in fair value of non Derivatives assets are recognized directly in the consolidated statement of income under “Net gains and losses from financial instruments held for trading.” Interest income on financial assets held for trading are included in “Net interest income”. For the treatment of Derivatives assets see Note 2(f)(iii) below.  ·Financial assets available for sale  Financial assets available-for-sale are non-derivative financial assets that are intended to be held for an undefined period of time, which may be sold in response to needs for liquidity or changes in interest rates, exchange rates, equity prices or that are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.  Financial assets available-for-sale are initially recognized at fair value, which is the cash consideration including any transaction costs and, subsequently, are measured at fair value with gains and losses being recognized in the consolidated statement of comprehensive income, except for impairment losses and foreign exchange gains and losses, until the financial asset is derecognized. If a financial asset available-for-sale is determined to be impaired, the cumulative gain or loss previously recognized in other comprehensive income is recognized in the consolidated statement of income.  Interest is recognized in the consolidated statement of income using the effective interest method. Dividends on available-for-sale equity instruments are recognized in the consolidated statement of income in ‘Dividend income’ when the Organization’s right to receive payment is established. Exchange gains and losses on investments in debt securities classified as available for sale are recognized in the consolidated statement of income. See Note   F-20IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  2(f)(viii)(b) for details of the treatment of impairment losses.  ·Investments held to maturity  Investments held to maturity are non-derivative financial assets with fixed or determinable payments and fixed term maturities, which the Organization has the positive intention and ability to hold to maturity, and are not designated as at fair value through profit or loss or available for sale and do not meet the definition of loans and receivables.  Investments held to maturity are recognized initially at fair value including direct and incremental costs, and are subsequently recorded at amortized cost, using the effective interest rate method.  Interest on investments held-to-maturity is included in the consolidated statement of income  and reported as ‘Interest and similar income’. In the case of impairment, the impairment loss is reported as a deduction from the carrying value of the investment and is recognized in the consolidated statement of income.  ·Loans and receivables  Loans and receivables are non-derivative financial assets having fixed or determinable payments that are not quoted in an active market, that have not been designated as “available for sale” or “at fair value through profit or loss” and that the Organization has no intention of selling, either immediately or in the near term.  Loans and receivables are initially measured at their fair value plus direct transaction costs and are subsequently valued at amortized cost using the effective interest rate method.  Loans and receivables are reported in the consolidated statement of financial position as loans and advances to banks or customers. Interest on loans is included in the consolidated statement of income and is reported as “Interest and similar income”. In the case of impairment, the impairment loss is reported as a deduction in carrying amount of loans and advances, and is recognized in the consolidated statement of income as “Impairment of loans and advances”.  ii.Financial liabilities  The Organization classifies its financial liabilities under the following categories: measured at fair value through profit and loss and amortized cost.  ·Measured at fair value through profit and loss  These financial liabilities are recorded and measured at fair value and the respective changes in fair value are immediately recognized in the income statement. These liabilities can be subdivided into two different classifications upon initial recognition: financial liabilities designated at fair value through profit and loss and financial liabilities held for trading.  -Financial liabilities designated at fair value through profit and loss  The Organization does not have any financial liability classified at fair value through profit and loss in income.     BradescoF-21


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  -Financial liabilities held for trading  Financial liabilities held for trading recognized by the Organization are derivative financial instruments. For the treatment of Derivatives liabilities see Note 2(f)(iii) below.  ·Financial liabilities at amortized cost  These are financial liabilities that are not classified as at fair value through profit or loss. Initially they are recognized at fair value and, subsequently, are measured at amortized cost. They include deposits from banks and customers, securities issued and subordinated debt securities, among others.  iii.Derivative financial instruments and hedge transactions  Derivatives are initially recognized at fair value on the date the derivative contract is signed and are, subsequently, re-measured at their fair values with the changes recognized in the income statement under “Net gains and losses from financial instruments for trading.”  Fair values are obtained from quoted market prices in active markets (for example, for exchange-traded options), including recent market transactions, and valuation techniques (for example for swaps and foreign currency transactions), such as discounted cash-flow models and options-pricing models, as appropriate. The calculation of fair value, the counterparty's and the entity's own credit risk are considered.  Certain derivatives embedded in other financial instruments are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract and the host contract is not recorded at fair value through profit or loss. These embedded derivatives are separately accounted for at fair value, with changes in fair value recognized in the consolidated statement of income.  iv.Recognition  Initially, the Organization recognizes loans and advances, deposits, securities issued and subordinated debts and other financial assets and liabilities on the trade date, in accordance with the contractual provisions of the instrument.  v.Derecognition  Financial assets are derecognized when the contractual rights to receive the cash flows from these assets have ceased to exist or the assets have been transferred and, substantially, all the risks and rewards of ownership of the assets are also transferred. Financial liabilities are derecognized when they have been discharged, paid, redeemed, cancelled or expired. If a renegotiation or modification of terms of an existing financial asset is such that the cash flows of the modified asset are substantially different from those of the original unmodified asset, then the original financial asset is derecognised and the modified financial asset is recognised as a new financial asset and initially measured at fair value.  vi.Offsetting financial instruments  Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position when, the Organization has the intention and the legal enforceable right to offset the recognized amounts on a net basis or realize the asset and  F-22IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  settle the liability simultaneously.  vii.Determination of fair value  The determination of the fair values for the majority of financial assets and liabilities is based on the market price or quotes of security dealers for financial instruments traded in an active market. The fair value for other instruments is determined using valuation techniques. The valuation techniques which include use of recent market transactions, discounted cash flow method, comparison with other instruments similar to those for which there are observable market prices and valuation models.  For more common other instruments the Organization uses widely accepted valuationmodels that consider observable market data in order to determine the fair value of financial instruments.  For more complex instruments, the Organization uses own models that are usually developed from standard valuation models. Some of the information included in the models may not be observable in the market and is derived from market prices or rates or may be estimated on the basis of assumptions.  The value produced by a model or by a valuation technique is adjusted to reflect various factors, since the valuation techniques do not necessarily reflect all of the factors that market participants take into account during a transaction.  The valuations are adjusted to consider the risks of the models, differences between the buy and sell price, credit and liquidity risks, as well as other factors. Management believes that such valuation adjustments are necessary and appropriate for the correct evaluation of the fair value of the financial instruments recorded in the consolidated statement of financial position.  viii.Impairment of financial assets  (a)Financial assets recognized at amortized cost  On each reporting date, the Organization assesses whether there is objective evidence that financial assets are impaired. The financial assets are impaired and impairment losses are recognized only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.  The criteria that the Organization uses to determine that there is objective evidence of an impairment include:  ·significant financial difficulty of the issuer or obligor; ·a breach of contract, such as a default or delinquency in interest or principal payments; ·the granting to the borrower of a concession that the lender would not otherwise consider for economic or legal reasons relating to the borrower’s financial difficulty; ·when it becomes probable that the borrower will enter bankruptcy or other financial reorganization; ·the disappearance of an active market for that financial asset because of financial difficulties; or  BradescoF-23


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  ·observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the loss event cannot yet be identified at the level of the individual financial assets in the portfolio, including:  (i)adverse changes in the payment status of group assessed borrowers; and (ii)national or local economic conditions that correlate with defaults in the assets.  The Organization takes into consideration evidence of impairment loss for both individually significant assets and groups of assets. All significant financial assets are evaluated to detect specific losses.  All significant assets for which the assessment indicates that there is no specific impairment are valued as a group to detect any impairment loss that may have occurred, although not yet identified. The financial assets which are not individually significant are valued as a group to detect any collective impairment loss (recorded at the amortized cost) based on similar risk features. Assets that are individually assessed for impairment and for which an impairment loss is recognized are not included in a collective assessment of impairment.  The amount of loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through provisions and the amount of the loss is recognized in the consolidated statement of income.  The calculation of the present value of the estimated future cash flows of a collateralized financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral.  For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit-risk characteristics (that is, on the basis of the Organization’s rating process that considers product type, market segment, geographical location, collateral type, past-due status and other related factors). Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated.  Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the assets in the group and historical loss experience for assets with credit-risk characteristics similar to those in the group. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not currently exist.  The methodology and assumptions used for estimating future cash flows are reviewed regularly to mitigate any differences between loss estimates and actual loss experience.  Following impairment, interest income is recognized using the effective rate of interest which was used to discount the future cash flows for the purpose of measuring the impairment loss.  When a loan is uncollectible, it is written off against the related allowance for loan impairment. Such loans are written off after all the relevant collection procedures have been completed    F-24IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off are credited to the consolidated statement of income.  (b)Financial assets classified as available for sale  The Organization assesses, at each reporting date, whether there is objective evidence that a financial asset or group of financial assets is impaired. For debt securities the Organization adopts the assessment described in item (a) above, in order to identify an impairment event.  In the case of equity investments classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered objective evidence of impairment resulting in the recognition of an impairment loss.  If any such evidence exists for available-for- sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss – is removed from equity and recognized in the income statement.  If, in a subsequent period, the fair value increases, for debt instrument classified as available for sale, and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss is reversed through the consolidated statement of income. Impairment losses recognized in the consolidated statement of income on equity instruments are not reversed through the consolidated statement of income. Increases in the fair value of equity instruments after impairment are directly recognized in equity – other comprehensive income.  g)Non-current assets held for sale  Under certain circumstances, property is repossessed following foreclosure of loans that are in default. Repossessed properties are measured at the lower of their carrying amount and fair value less the costs to sell and are included within “Non-current assets held for sale.”  h)Property and equipment  i.Recognition and valuation  Property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses (see Note 2(k) below), if any.  The cost includes expenses directly attributable to the acquisition of an asset.  The cost of assets internally produced includes the cost of materials and direct labor, as well as any other costs that can be directly allocated and that are necessary for them to function. Software acquired for the operation of the related equipment is recorded as part of the equipment.  When different parts of an item have different useful lives, and separate control is practical, they are recorded as separate items (main components) comprising the property and equipment.  Useful lives and residual values are reassessed at each reporting date and adjusted, if appropriate.   BradescoF-25


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Gains and losses from the sale ofproperty and equipmentare determined by comparing proceeds received with the carrying amount of the asset and are recorded in the consolidated income statement under the heading “Other operating income/(expenses).”  ii.Subsequent costs  Expenditure on maintenance and repairs of property and equipment items is recognized as an asset when it is probable that future economic benefits associated with the items will flow to the Organization for more than one year and the cost can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance costs are charged to the consolidated statement of income during the reporting period in which they are incurred.  iii.Depreciation  Depreciation is recognized in the consolidated statement of income using the straight-line basis and taking into consideration the estimated useful economic life of the assets. The depreciable amount is the gross-carrying amount, less the estimated residual value at the end of the useful economic life. Land is not depreciated. Useful lives and residual values are reassessed at each reporting date and adjusted, if appropriate.  i)Intangible assets  Intangible assets comprise separately identifiable non-monetary items, without physical substance due to business combinations, such as goodwill and other purchase intangible assets, computer software and other such intangible assets. Intangible assets are recognized at cost. The cost of an intangible asset, acquired in a business combination, is its fair value at the date of acquisition. Intangible assets with a definite useful life are amortized over their estimated useful economic life. Intangible assets with an indefinite useful life are not amortized.  Generally, the identified intangible assets of the Organization have a definite useful life. At each reporting date, intangible assets are reviewed for indications of impairment or changes in estimated future economic benefits – see Note 2(k) below.  i.Goodwill  Goodwill (or bargain purchase gain) arises on the acquisition of subsidiaries, associates and joint ventures.  Goodwill reflects the excess of the cost of acquisition in relation to the Organization’s share of the fair value of net identifiable assets or liabilities of an acquired subsidiary, associate or joint venture on the date of acquisition. Goodwill originated from the acquisition of subsidiaries is recognized as “Intangible Assets”, and the goodwill from acquisition of associates and joint ventures is included in the carrying amount of the investment, (see Note 2(b)(ii)). When the difference between the cost of acquisition and the Organization’s share of the fair value of net identifiable assets or liabilities is negative (bargain purchase gain), it is immediately recognized in the consolidated statement of income as a gain on the acquisition date.  Goodwill is tested annually, as well as whenever a trigger event has been observed, for impairment (see Note 2(k) below). Gains and losses realized in the sale of an entity include consideration of the carrying amount of goodwill relating to the entity sold.   F-26IFRS – International Financial Reporting Standards – 2016


Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  ii.Software  Software acquired by the Organization is recorded at cost, less accumulated amortization and accumulated impairment losses, if any.  Internal software-development expenses are recognized as assets when the Organization can demonstrate its intention and ability to complete the development, and use the software in order to generate future economic benefits. The capitalized costs of internally developed software include all costs directly attributable to development and are amortized over their useful lives. Internally developed software is recorded at its capitalized cost less amortization and impairment losses (see Note 2(k) below).  Subsequent software expenses are capitalized only when they increase the future economic benefits incorporated in the specific asset to which it relates. All other expenses are recorded as expenses as incurred.  Amortization is recognized in the consolidated statement of income using the straight-line method over the estimated useful life of the software, beginning on the date that it becomes available for use. The estimated useful life of software is from two to five years. Useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate.  iii.Other intangible assets  Other intangible assets refer basically to the customer portfolio and acquisition of banking service rights. They are recorded at cost less amortization and impairment losses, if any, and are amortized over the period during which the asset is expected to contribute, directly or indirectly, to the future cash flows.  These intangible assets are reviewed annually, or whenever events or changes in circumstances occur which could indicate that the carrying amount of the assets cannot be recovered. If necessary, the write-off or impairment (see Note 2(k) below) is immediately recognized in the consolidated statement of income.  j)Leasing  The Organization has both operating and finance leases and operates as a lessee and a lessor.  Leases in which a significant part of the risks and benefits of the asset is borne by the lessor are classified as operating leases. For leases in which a significant part of the risks and benefits of the asset is borne by the lessee, the leases are classified as financial leasing.  Leases under the terms of which the Organization assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.  As a lessee, the Organization classifies its leasing operations mainly as operating leases, and the monthly payments are recognized in the financial statements using the straight-line method over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.    BradescoF-27


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  When an operating lease is terminated before the contract expires, any payment that may be made to the lessor in the form of a penalty is recognized as an expense for the period.  Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.  Contingent lease payments are accounted for by revising the minimum lease payments over  the remaining term of the lease when the lease adjustment is confirmed.  As a lessor, the Organization has substantial finance lease contracts, both in value or totalnumber of contracts.  i.Finance Leases  Finance leasing assets in the consolidated statement of financial position are initially recognized in the “loans and advances” account at an amount equal to the net investment in the lease.  The initial direct costs generally incurred by the Organization are included in the initial measurement of the leasing receivable and recognized as part of the effective interest rate of the contract, decreasing the amount of income recognized over the lease term. These initial costs include amounts for commissions, legal fees and internal costs. The costs incurred in relation to the negotiation, structuring and sales of leases are excluded from the definition of initial direct costs and therefore are recognized as expenses at the beginning of the lease term.  Recognition of financial revenue reflects a constant rate of return on the net investment made by the Organization.  The estimated non-guaranteed residual values used in the calculation of the gross investment of the lessor in the lease are reviewed at least annually. If there is a decrease in the estimated non-guaranteed residual value, the income allocated over the period of the lease is also reviewed periodically and any decrease in relation to the accumulated values is immediately recognized in the consolidated statement of income.  ii.Operating leases  The assetsleased under operating leases, where the Organization acts as lessor, are recognized in the consolidated statement of financial position as property and equipment according to the nature of the item leased.  The initial direct costs incurred by the Organization are added to the carrying amount of the leased asset and are recognized as expenses over the period of the lease and on the same basis as the income recognition.  Revenue from leasing is recognized using the straight-line method over the term of the lease, even if the payments are not made on the same basis. Costs, including depreciation and maintenance, incurred in the generation of income are recognized as expenses.    F-28IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
   The depreciation policy for leased assets is the same as the depreciation policy used by the Organization for similar assets.  k)Impairment of non-financial assets (except for deferred tax assets)  Assets that have an indefinite useful life such as goodwill are not subject to amortization and are tested annually at the same date to verify the existence of impairment.  Assets, which are subject to amortization or depreciation, are reviewed to verify impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized based on the excess the carrying amount of the  asset or the cash generating unit (CGU) over its estimated recoverable amount. The recoverable amount of an asset or CGU is the greater of its fair value, less costs to sell, and its value in use.  For the purpose of impairment testing, the assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to a ceiling of the operating segments, for the purpose of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGU’s that are expected to benefit from the synergies of the combination.  The recoverable amount is the higher of an asset/CGU’s fair value less costs to sell and its value in use. When assessing the value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects the current market conditions of the time value of money and the specific risks of the asset or CGU.  The Organization’s corporate assets do not generate separate cash inflows and are utilized by more than one CGU. Corporate assets are allocated to CGU’s on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.  Impairment losses are recognized in the consolidated Statement of Income. Impairment losses recognized in respect of CGU’s are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGU’s) and then to reduce the carrying amount of the other assets in the CGU (group of CGU’s) on a pro rata basis.  An impairment of goodwill cannot be reversed. With regard to other assets, an impairment loss recognized in previous periods is reassessed at each reporting date for any indications that the impairment has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is only reversed to the extent that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation and amortization, if no impairment had been recognized.  l)Deposits, debt securities issued and subordinated liabilities  Deposits, debt securities issued and subordinated liabilities are the main sources of funding used by the Organization to finance its operations.  They are initially recorded at fair value plus transaction costs and are subsequently measured at amortized cost using the effective interest method.     BradescoF-29


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  m)Provisions, contingent liabilities and contingent assets  A provision is recognized when, as a result of a past event, the Organization has a present legal or constructive obligation that can be reliably estimated and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.  Provisions were established by Management whenever it considers that there is a probable loss taking into account the opinion of their legal advisors; the nature of the actions; the similarity to previous suits; the complexity and the positioning of the Courts.  Contingent liabilities are: (a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or (b) a present obligation that arises from past events but is not recognized because: (i) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or (ii) the amount of the obligation cannot be measured with sufficient reliability.  Contingent assets are recorded only when there are real guarantees or favorable and non-appealable court decisions, and when the gain is considered to be virtually certain. Contingent assets for which the expectation is the outcome will be favorable are only disclosed in the financial statements, when material.  n)Classification of insurance contracts and investments  An insurance contract is a contract in which the Organization accepts a significant insurance risk from the policy holder by agreeing to compensate the policyholder if a specific, uncertain, future event adversely affects the policy holder. Reinsurance contracts are also treated as insurance contracts because they transfer significant insurance risk. Contracts in the Insurance segment classified as investment contracts are related to our capitalization bonds, which do not transfer significant insurance risk and are accounted for as financial instruments in accordance with IAS 39.  o)Insurance and pension plan technical provisions  i.Property damage  The Provision for Unearned Premiums (PPNG) is calculated on a daily pro-rata basis using premiums net of coinsurance premiums, including amounts ceded through reinsurance operations, and the value registered in the consolidated statement of financial position corresponds to the unexpired risk period of the insurance contracts less initial contracting costs.The portion of these reserves corresponding to the estimate for risks in effect on contracts that have been issued but are not yet fully binding is designated ‘PPNG-RVNE’.  The reserve for ‘incurred but not reported’ (IBNR) claims is calculated based on incurred but not paid’ (IBNP) claims less the balance of the reserve for ‘unsettled’ claims (PSL) on the calculation date. A final estimate of IBNP is calculated using semi-annual run-off triangles. The run-off triangles consider the historical development of claims paid in the prior last 10 half-year periods to determine a future projection per occurrence period, reflecting the changing expectation of the amount provisioned along the regulatory process.     F-30IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  The reserve for unsettled claims (PSL) is determined based on the indemnity payment estimates, considering all administrative and judicial claims existing at the reporting date, restated monetarily, net of salvage and payments expected to be received.  The Complementary Reserve for Coverage (PCC)shall be established when there is insufficiency of the technical provisions required under the legislation, as determined in theLiability Adequacy Test (see Note 2(o)(vi) below). At the reporting date management did not identify the need for PCC on property damage contracts.  The reserve for related expenses (PDR) is recorded on a monthly basis to cover expenses related to estimated claims and benefits.It covers both costs that can be individually allocated to each claim as well as claims costs not discriminated, meaning those incurred at the portfolio level.  Other provisions correspond to the Provision for Administrative Expenses (PDA) arising on the Mandatory Insurance For Personal Injury Caused by Motor Vehicles (DPVAT) insurance operations.  ii.Life insurance, excluding life insurance with survival coverage (VGBL product)  The Provision for Unearned Premiums (PPNG) is calculated on a daily pro-rata basis using premiums net of coinsurance premiums, but including amounts ceded through reinsurance operations, and the value registered in the consolidated statement of financial position corresponds to the unexpired risk period of the insurance contracts and includes anestimate for risks in effect on contracts that have been issued but are not yet fully binding is designated ‘PPNG-RVNE’.  The Mathematical Provision for Benefits to be Granted (PMBaC) is calculated by the difference between the present value of the future benefits and the present value of the future contributions to be received for these benefits.  The Provision for Redemptions and other Amounts to be Settled (PVR)comprises amounts related to redemptions to settle, premium refunds owed and portability (transfer-outs) requested but not yet transferred to the recipient insurer.  The reserve for ‘incurred but not reported’ (IBNR) claims is calculated based on incurred but not paid (IBNP) claims less the reserve for unsettled claims (PSL) on the calculation date. A final estimate of IBNP claims is calculated using semi-annual run-off triangles. The run-off triangles consider the historical development of claims paid in the prior 16 half-year periods to determine a future projection per occurrence period.  With respect to the insurance portfolios acquired,the reserve for ‘incurred but not reported’ (IBNR) claims is constituted to cover the expected values to be settled based on incurred but not reported claims until the base date of calculation. It is calculated by the Bornhuetter-Ferguson method, using as a mathematical model run-off triangles of claims incurred from 2001;  The reserve for unsettled claims (PSL) considers all claim notifications received up to the end of the reporting period. The reserve is adjusted for inflation and includes all claims in litigation.  With respect to the insurance portfolios acquired, the reserve for unsettled claims (PSL) is made based on estimates of indemnities, for events incurred and appropriately reported by the insured  BradescoF-31


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  and/or beneficiaries until the balance sheet date. It includes lawsuits related to claims, which are constituted based on the analysis of legal advisers for the assessment of risks related to the sum insured. It also includes an estimate of adjustments of incurred but not sufficiently reported (IBNER) for the aggregate development of claims reported but not yet paid, whose values may be changed throughout the process until their final settlement.  The Complementary Reserve for Coverage (PCC) refers to the amount necessary tocomplement technical reserves, as calculated through the Liability Adequacy Test.LAT is calculatedusing statistical and actuarial methods based on realistic considerations, taking into account the biometric table BR-EMS of both genders and improvement using a risk free forward interest rate structures which was approved by SUSEP to discount the future cash flows. The improvement rate is calculated from automatic updates of the biometric table, considering the expected increase in future life expectancy.  The Technical Surplus Provision (PET) corresponds to the difference between the value of the expected cost and the actual cost of claims that occurred during the period for contracts of individual life insurance with rights to participate in technical surplus.  The Provision of Related Expenses (PDR) is recorded to cover expenses related to estimated claims and benefits. For products structured in self-funding and partially regimes, the reserve covers claims incurred. For products structured under a capitalization regime, the reserve covers the expected expenses related to incurred claims and also claims expected to be incurred in the future.  iii.Healthand Dental Insurance  The reserve for claims incurred but not reported (IBNR) is calculated from the final estimate of claims already incurred and still not reported, based on monthly run-off triangles that consider the historical development of claims reported in the last 12 months to establish a future projection per period of occurrence  The provision for unsettled claims (PSL) is based on claims received up to the reporting date, including judicial claims and related costs adjusted for inflation.  The mathematical reserve for unvested benefits (PMBAC) relates to the individual health care plan portfolio and accounts for the risk related to the cover of the holder’s dependents for five years following the death of the holder. It is calculated using: a 5.1% annual discount rate (5.2% in 2015); the period over which holders are expected to remain in the plan up to their death; and the projected costs of the five-year-period cover in which no premiums will be received.  The mathematical reserve of benefits granted (PMBC) is constituted by the obligations arising from the contractual clauses of remission of installments in cash, regarding the coverage of health assistance and by the premiums through payment of insured persons participating in the Bradesco Saúde insurance - "GBS Plan", and considering a discount rate of 5.1% per annum (5.2% in 2015).  The unearned premium or contribution reserve (PPCNG) is calculated on the currently effective contracts on a daily pro-rata basis based on the portion of health insurance premiums corresponding to the remaining period of coverage.  The other provisions for the individual health portfolio are constituted to cover differences between the expected present value of claims and related future costs and the expected present value of future premiums, considering a discount rate of 5.1% per year (5.2% in 2015).     F-32IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Provisions for IBNR, PMBAC, PMBC and Other Provisions, listed above, are calculated using methodologies and assumptions established  in the actuarial technical notes approved by the National Health Agency - ANS.  iv.Operations with DPVAT Insurance  Revenue from DPVAT premiums and the related technical reserves are recorded gross, based on reports received from Seguradora Lider S.A. which acts as the “lead insurer” of the Consortium of Insurance DPVAT S.A. in proportion to the percentage of Bradesco’s stake in the consortium. It is the function of the lead insurer to collect the premiums, coordinate policy issuance, settle claims and manage the administrative costs within the consortium, in accordance with the CNSP Normative Resolution no 332/15. As defined in the regulations of the consortium, 50% of the monthly net income is distributed to the consortium’s members in the following month. The remaining 50% of the monthly income is retained by the lead insurer over the year and transferred to the members of the consortium at the start of the following year.  v.Open pension plans and life insurance with survival coverage (VGBL product)  The unearned premium reserve (PPNG) is calculated on a daily pro-rata basis, using net premiums and is comprised of the portion corresponding to the remaining period of coverage and includes an estimate for risks covered but not yet issued (RVNE).  The mathematical reserve for unvested benefits (PMBaC) is recorded for participants who have not yet received any benefit. In defined benefit pension plans, the reserve represents the difference between the present value of future benefits and the present value of future contributions, corresponding to obligations assumed in the form of retirement, disability, pension and annuity plans. The reserve is calculated using methodologies and assumptions set forth in the actuarial technical notes.  The mathematical reserve for unvested benefits (PMBaC) related to life insurance and unrestricted benefit pension plans (VGBL and PGBL), and defined contribution plans, includes the contributions, received from participants, net of costs and other contractual charges, plus the financial return generated through the investment of these amounts in units of specially constituted investment funds (FIE).  The Provision for Redemptions and other Amounts to be Settled (PVR) comprises amounts related to redemptions to settle, premium refunds owed and portability (transfer-outs) requested but not yet transferred to the recipient insurer.  The mathematical reserve for vested benefits (PMBC) is recognized for participants already receiving benefits and corresponds to the present value of future obligations related to the payment of those on-going benefits.  The Complementary Reserve for Coverage (PCC) refers to the amount necessary to complement technical reserves, as calculated through the Liability Adequacy Test (see Note 2(o)(vi)).LAT is prepared using statistical and actuarial methods based on realistic assumptions, taking into account the biometric table BR-EMS of both genders, improvement and forward interest rate curves (ETTJ) free from risk as authorized by SUSEP. The improvement rate is calculated from automatic updates of the biometric table, considering the expected increase in future life expectancy.    BradescoF-33


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  The Provision of Related Expenses (PDR) is recorded to cover expenses related to estimated claims and benefits. For products structured in self-funding and partially regimes, the reserve covers claims incurred. For plans structured under a capitalization regime, the reserve is made to cover the expected expenses related to incurred claims and also claims expected to be incurred in the future.  The Provision for Financial Surplus (PEF) corresponds to the portion of income from investment of reserves that exceeds the minimum returns due to policyholders of pension plans that have a profit share clause.  The Provision for Events Incurred but Not Reported (IBNR) is established based on losses that occurred but were not reported, based on run-off triangles, which considers the historical development of losses over the past 96 months to establish a future projection per period of occurrence.  With respect to the insurance portfolios acquired, the provision of incurred but not reported claims (IBNR) is made to cover the expected values to settle for incurred but not reported claims until the base date of calculation. It is calculated in accordance with the criteria defined in SUSEP Circular no517/15 (amended by SUSEP Circular no521/15).  The reserve for unsettled claims (PSL) considers all claim notifications received up to the end of the reporting period. The reserve is adjusted for inflation.  With respect to the insurance portfolios acquired, the reserve for unsettled claims (PSL) is made based on estimates of indemnities, for the events incurred and appropriately reported by the Ins red and/or beneficiaries until the balance sheet date. It includes lawsuits related to claims, which are constituted based on the analysis of legal advisers for the assessment of risks related to the sum insured. It also comprises values relating to accrued unpaid rent contained in the PMBC, which are written off and included in the PSL.  Financial charges on technical provisions, as well as the constitution and/or reversal of the provision of financial excess, are classified as financial expenses and are shown in the line “Net interest income”.  vi.Liability Adequacy Test (LAT)  The Organization conducted the liability adequacy test for all the contracts that meet the definition of an insurance contract according to IFRS 4 and which are in force on the date of execution of the test. This test is conducted every six months and the liability of insurance contracts, gross of reinsurance, is calculated as the sum of the carrying amount, deducting the deferred acquisition costs and the related intangibles. This is compared to the expected cash flows arising from the obligations under commercialized contracts and certificates.  The test considerers projections of claims and benefits that have occurred and are to occur, administrative expenses, allocable expenses related to the claims, intrinsic options and financial surpluses, salvage and recoveriesand other income and expense directly related to the insurance contracts.  To calculate the present value of projected cash flows, the Organizationused the risk free forward (ETTJ) rate which was approved by SUSEP.  According to SUSEP Circular no517/2015, the test was segmented between life insurance and   F-34IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 pension products and property coverage, and liabilities related to DPVAT insurance were not included in the adequacy test.  •Life and pension products  For private pension products and Life Insurance with Coverage for Survival,the contracts are grouped based on similar risks or when the insurance risk is managed jointly by the Administration,  The cash flows related to future premiums not recorded in the PPNG were only included in the projections when the result of the LAT without these values was negative.  The result of the liability adequacy test for pension products and life insurance, was fully recognized in profit or loss at the reporting date as provided in SUSEP Circular no517/2015.  In the LAT realized in December 2016, there were changes in the Cancellation and Improvement Rate assumptions, considering the biometric tables BR-EMS, both genderes, adjusted by longevity development criteria compatible with the latest published versions, according to current legislation.  •Property Coverage  The expected present value of cash flows relating to claims incurred - primarily claims costs and salvage recoveries - was compared to the technical provisions for claims incurred - PSL and IBNR.  The expected present value of cash flows relating to claims to be incurred on the policies in force, plus any administrative expenses and other expenses relating to products in run-off, was compared to the sum of the related technical provisions - PPNG and PPNG-RVNE.  The result of the liability adequacy test, for property coverage, did not present insufficiency and, consequently, no additional PCC provisions were recorded.  p)Reinsurance contracts  Reinsurance contracts are used in the normal course of operations with the purpose of limiting potential losses, by spreading risks. Liabilities relating to contracts that have been reinsured are presented gross of their respective recoveries, which are booked as assets since the existence of the reinsurance contract does not nullify the Organization’s obligations with the insured parties.  As required by the regulators, reinsurance companies with headquarters abroad must have a minimum rating from a risk classification agency to reinsure risks all other reinsurance operations must be with national reinsurers If there are indications that the amounts recorded will not be realized by its carrying amount, these assets will be adjusted for impairment.  q)Deferred acquisition costs  These comprise deferred acquisition costs including commissions and brokers’ fees related to the sale of insurance policies. Deferred commissions are recognized in the consolidated statement of income over the life of the respective policies and pension plan contracts or over an average period of twelve months. Expenses relating to insurance agency operations relating to the sale of health plans are appropriated over a twenty-four month period.     BradescoF-35


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  It also includes the deferred acquisition costs relating to exclusivity contracts with retailers for marketing insurance extended guarantees, for the initial period of 12 years, for an initial period of 12 years, with the length of over four years of contracts totaling 16 years.  r)Financial guarantees  Financial guarantees are contracts that require the Organization to make specific payments underthe guarantee for a loss incurred when a specific debtor fails to make a payment when due in accordance with the terms of the debt instrument.  Financial guarantees are initially recognized in the financial statements at fair value on the date the guarantee was given. Subsequent to initial recognition, the Organization’s obligations under such guarantees are measured as the higher of the initial amount, less the accumulated amortization, and the best estimate of the amount required to settle the guarantee if management deems such expenditure to be probable. These estimates are determined based on experience of similar transactions and history of past losses, supplemented by the judgment of Management. The fee income earned is recognized on a straight-line basis over the life of the guarantee. Any increase in the liability relating to guarantees is reported in the consolidated statement of income within “Other operating income/ (expenses)”.  s)Employee benefits  i.Defined contribution plan  Bradesco and its subsidiaries sponsor pension plans for their employees and Management of the “Free Benefit Generator Plan (PGBL)” type. The PGBL is a pension plan with defined contributions which allows financial resources to be accumulated throughout the professional career of the participants based on contributions paid by them and the sponsoring company, the funds of which are invested in an Exclusive Mutual Fund (FIE). The actuarial obligations of PGBL are fully covered by the corresponding FIE. The PGBL is managed by the subsidiaries Bradesco Vida e Previdência S.A..  The PGBL Supplementary Pension Plan was reformulated in October 2014, with contributions from employees and directors of Bradesco and its subsidiaries equal to at least 4% of their salaries. Contributions from Bradesco and its subsidiaries increased from 4% to 5% of salary, plus the percentage destined for death and disability coverages. The contributions concerning participants who in 2001 chose to migrate from the benefit plan defined for PGBL were maintained at the same levels of the previous benefit plan.  Contribution obligations for defined contribution pension plans are recognized as expenses in profit or loss as incurred. Once the contributions are paid, Bradesco, in the capacity of employer, has no obligation to make any additional payment.  In addition to the PGBL described above, the participants who migrated from the defined benefit plan are assured a proportional deferred benefit. For retired and pensioned employees, regardless of whether they are participants in the migrated defined benefit plan or not, the present value of the actuarial obligations of the plan is invested in FIEs.     F-36IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  ii.Defined benefit plans  The Organization’s net obligation, in relation to the defined benefit plans, refers exclusively to institutions acquired and the plans are calculated separately for each plan, estimating the future benefit that the employees have earned in return for their service during the current and prior periods. The benefit is discounted to determine its present value and any unrecognized past service costs and fair value of any plan assets are deducted. The discount rate is the yield at the reporting date on “AA” credit rated bonds, which have maturity dates approximating the terms of the Organization’s obligations. The calculation is made by an actuary, using the projected unit credit method.  When the benefits of a plan are improved, the portion of increased benefit related to past service by employee is recognized in the consolidated income statement using the straight-line method over the average period until the benefits become vest. To the extent that the benefits have already vested, the expense is recognized in the consolidated statement of income.  iii.Termination benefits  Severance benefits are required to be paid when the employment relationship is terminated by the Organization before the employee’s normal date of retirement or whenever the employee accepts voluntary redundancy in return for such benefits.  Benefits which are payable twelve months or more after the reporting date are discounted to their present value.  iv.Short-term benefits  Benefits such as wages, salaries, social security contributions, paid annual leave and paid sick leave, profit sharing and bonuses (if payable within twelve months of the reporting date) and non-monetary benefits such as health care, etc. are recorded as expenses in the consolidated statement of income, without any discount to present value, if the Organization has a present legal or constructive obligation to pay the amount as a result of past service provided  by the employee and the obligation can be reliably estimated.  t)Capitalization bonds  The liability for capitalization bonds is registered in the line ‘Other liabilities’.Financial liabilities and revenues from capitalization bonds are accrued at the time bonds are issued.  Bonds are issued according to the types of payments, monthly or single payment. Each bond bears a nominal value and the deposit portion of each payment is remunerated at the referential rate (TR) plus 0.5% per month, which is used to determine the liability.  Capitalization bond beneficiaries are eligible for a prize draw. At the end of a certain period that is determined at the time the capitalization bond is issued, a beneficiary may redeem the nominal value paid plus the referential rate (TR), even  if they have not won in the draw.  These products are regulated by the insurance regulator in Brazil; however, they do not meet the definition of an insurance contract in accordance with IFRS 4 and, therefore, are classified as financial liabilities in accordance with IAS 39.  Unclaimed amounts from “capitalization plans” are derecognized when the obligation legally expires, in accordance with IAS 39 as it relates to the derecognition of a financial liability.     BradescoF-37


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Expenses for placement of “capitalization plans”, are recognized as they are incurred.  u)Interest  Interest income and expenses are recognized on an accrual basis in the consolidated statement of income using the effective interest rate method. The effective interest rate is the rate that discounts estimated future cash payments and receipts throughout the expected life of the financial asset or liability (or, when appropriate, a shorter period) to the carrying amount of the financial asset or liability. When calculating the effective rate, the Organization estimates future cash flows considering all contractual terms of the financial instrument, but not future credit losses.  The calculation of the effective interest rate includes all commissions, transaction costs, discounts or bonuses which are an integral part of such rate. Transaction costs are incremental costs directly attributable to the acquisition, issuance or disposal of a financial asset or liability.  v)Fees and commissions  Fees and commission income and expense which are part of and are directly allocable to the effective interest rate on a financial asset or liability are included in the calculation of the effective interest rate.  Other fee and commission income, including account service fees, asset management fees, credit card annual charges, and collection and consortium fees are recognized as the related services are rendered. When a loan commitment is not expected to result in the drawdown of a loan, the related commitment fees are recognized on a straight-line basis over the commitment period. Other fees and commissions expense relate mainly to transaction as the services are received.  w)Net insurance income  Income and expense are recognized on an accrual basis.  Insurance and coinsurance premiums, net of premiums transferred through coinsurance and reinsurance and related commissions, are recognized as income upon issuance of the respective policies / certificates / endorsements and invoices, or at the beginning of the risk period for cases in which the cover begins before issue date, and accounted for on a straight-line basis, over the duration of the policies, through the upfront recognition and subsequent reversal of the provision for unearned premiums and the deferred acquisition costs.  Income from premiums and the acquisition costs related to risks already assumed whose respective policies have not yet been issued are recognized in the consolidated statement of income at the start of the risk coverage period on an estimated basis.  The health insurance premiums are recorded in the premium account issued (result) or unearned premium or contribution reserve (PPCNG), according to the coverage period of the contracts in effect at the balance sheet date.  Revenues and expenses related to DPVAT insurance operations are recorded on the basis of information received from the Seguradora Líder dos Consórcios do Seguro DPVAT S.A.  Accepted co-insurance contracts and retrocession operations are recorded on the basis of information received from the lead co-insurer and IRB - Brasil Resseguros S.A., respectively.    F-38IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Reinsurance transactions are recorded based on the premium and claims information provided to the reinsures which is subject to their review.Assigned reinsurance premiums are deferred in a manner consistent with the related insurance premium and/or reinsurance agreement.  Acquisition costs relating to the insurance commission are deferred and recognized in proportion to the recognition of earned premium.  The receipts from insurance agency operations are deferred and recognized in income linearly, for a period of 24 months in health insurance operations and for the contractual term (average of 12 to 60 months) in the other operations.  Contributions to pension plans and life insurance premiums with survivor coverage are recognizedin income upon their effective receipt.  Income from management fees are recognized as income on an accrual basis at contractually determined rates.  x)Income tax and social contribution expenses  Income tax and social contribution deferred tax assets, calculated on income tax losses, social contribution losses and temporary differences, are recorded in “Other Receivables - Sundry” and the deferred tax liabilities on tax differences in leasing depreciation (applicable only for income tax),mark-to-market adjustments on securities, restatement of judicial deposits, among others, are recorded in “Other Liabilities - Tax and Social Security”.  Deferred tax assets on temporary differences are realized when the difference between the accounting treatment and the income tax treatment reverses. Deferred tax assets on income tax and social contribution losses are realizable when taxable income is generated, up to the 30% limit of the taxable profit for the period. Deferred tax assets are recorded based on current expectations of realization considering technical studies and analyses carried out by Management.  The provision for income tax is calculated at 15% of taxable income plus a 10% surcharge. For financial companies, financial company equivalent and of the insurance industry, the social contribution on the profit was calculated until August 2015, considering the rate of 15%. For the period between September 2015 and December 2018, the rate was changed to 20%, according to Law no 13,169/15, returning to the rate of 15% as from January 2019. For the other companies, the social contribution is calculated considering the rate of 9%.  By virtue of the amendment of the rate, the Organização Bradesco constituted, in September 2015, a supplement to the deferred tax asset of social contribution, considering the annual expectations of realization and the respective rates in force in each period, according to the technical study conducted.  Tax expense comprises current and deferred tax. Current and deferred tax are recorded in the consolidated statement of income except when the result of a transaction is recognized directly in equity, in which case the related tax effect is also recorded in equity or in other comprehensive income.  Current tax expenses are the expected amounts payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.      BradescoF-39


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amount used for taxation purposes. Deferred tax is not recognized for:  ·temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; ·temporary differences related to investments in subsidiaries, associates and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and ·taxable temporary differences arising on the initial recognition of goodwill.  Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.  In determining the amount of current and deferred tax the Organization takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The organization believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of various factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve judgments about future events. New information may become available that causes the Organization to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact the tax expense in the period that such a determination is made.  Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities against current tax assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.  Additional taxes that arise from the distribution of dividends by the Bank are recognized at the same time as the liability to pay the related dividend is recognized.  A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.  y)Segment reporting  Information for operating segments is consistent with the internal reports provided to the Executive Officers (being the Chief Operating Decision Makers), which are comprised by the Chief Executive Officer, Executive Vice-Presidents, Managing Directors and Deputy Directors. The Organization operates mainly in the banking and insurance segments. The banking operations include operations in retail, middle market and corporate activities, leasing, international bank operations, investment banking and private banking. The Organization’s banking activities are performed through its own branches located throughout the country, in branches abroad and through subsidiaries, as well as by means of our shareholding interest in other companies. The insurance segment consists of insurance operations, supplementary pension plans and capitalization plans which are undertaken through a subsidiary, Bradesco Seguros S.A., and its subsidiaries.      F-40IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  z)Equity  Preferred shares have no voting rights, but have priority over common shares in reimbursement of capital, in the event of liquidation, up to the amount of the capital represented by such preferred shares, and the right to receive a minimum dividend per share that is ten percent (10%) higher than the dividend distributed per share to the holders of common shares.  i.Share issue costs  Incremental costs directly attributable to the issuance of shares are shown net of taxes in equity, thus reducing the initial share value.
  ii.Earnings per share  The Organization presents basic and diluted earnings per share data. Basic earnings per share is calculated by dividing the net income attributable to shareholders of the Organization by the weighted average number of shares outstanding during the year, excluding the average number of shares purchased by the Organization and held as treasury shares. Diluted earnings per share are the same as basic earnings per share, as there are no potentially dilutive instruments.  iii.Dividends payable  Dividends on shares are paid and provisioned during the year. In the Meeting of Shareholders are destined atleast the equivalent of 30% of the annual net income, in accordance with thethe Company’s Bylaws.Dividends approved and declared after the reporting date of the financial statements, are disclosed in the notes as subsequent events.  iv.Capital transactions  Capital transactions are transactions between partners qualified as investment owners. These transactions modify the equity held by the controlling shareholder in a subsidiary. Since there is no loss of control, the difference between the amount paid and the fair value of the transaction is recognized directly in equity.  3)Risk Management  Risk-management structure  The risk and capital management structure is made up of committees, which assist the Board of Directors, the CEO and the Board of Executive Officers in their strategic decision-making process.  The Organization has a committee known as the Integrated Risk and Capital Allocation Management Committee, whose duty is to advise the Board of Directors in performing its duties in risk management,  capital and control. This committee is assisted by the Capital Management Executive Committee, and Risk Management Executive Committees in managing a) Credit risk, b) Market and Liquidity risk, c) Operational and Social and Environmental risk and d) Bradesco’s Insurance Group and BSP Empreendimentos Imobiliários. In addition, it also has the support of the Products and Services Executive Committee and the Executive Committees in business areas, which, among other duties, suggest exposure thresholds to their respective risks and prepare mitigation plans to be submitted to the Integrated Risk and Capital Allocation Management Committee and the Board of Directors.    BradescoF-41


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
   It is worth highlighting the Integrated Risk Control Department (DCIR), responsible for implementing risk control and capital allocation through practices and certification of existence, execution and effectiveness of controls which assure acceptable risk levels in the Organization’s processes, independently, consistently, on a transparent and integrated manner. This Department is also responsible for complying with the Brazilian Central Bank rules for risk management activities.  3.1.Credit risk  Credit risk refers to the possibility of losses associated with the borrower’s or counterparty’s failure to comply with their financial obligations under the terms agreed, as well as the fall in value of loan agreements resulting from deterioration in the borrower’s risk rating, the reduction in gains or remunerations, benefits granted to borrowers in renegotiations, recovery costs and other costsrelated to the counterparty’s noncompliance with the financial obligations.  Credit risk management in the Organization is a continuous and evolving process of mapping, development, assessment and diagnosis through the use of models, instruments and procedures that require a high degree of discipline and control during the analysis of operations in order to preserve the integrity and autonomy of the processes.  The Organization controls the exposure to credit risk which comprises mainly credit operations, securities and derivatives. There is also the credit risk in financial obligations relating to commitments on loan or financial guarantees.  With the objective of not compromising the quality of the portfolio, all aspects inherent to credit concession, concentration, guarantee requirements and terms, among others, are observed.  The Organization continuously maps all the activities that could possibly generate exposure to credit risk, classifying them by their probability and magnitude, identifying their managers, as well as their measurement and mitigation plans.  Counterparty’s Credit Risk  The counterparty credit risk to which the Organization is exposed includes the possibility of losses due to the non-compliance by counterparties with their obligations relating to the settlement of financial asset trades, including the settlement of derivative financial instruments. Counterparty credit risk also includes the risk related to a downgrade in the counterparty’s credit standing.  The Organization exercises complete control over its net position (the difference between purchase and sale agreements) and potential future exposures from operations where there is counterparty risk. Each counterparty’s exposure to risk is treated in the same way and is part of general credit limits granted by the Organization’s  to its customers. Usually, guarantees associated with this type of operation include margin deposits, which are made by the counterparty with the Organization or with other trustees, whose counterparty’s risks are also appropriately evaluated.  Credit Concession  Under the responsibility of the Credit Department, lending procedures are based on the Organization's credit policy emphasizing  the security, quality and liquidity of the lending. The process is guided by the risk-management governance and complies with the rules of the Central Bank of Brazil.  The methodologies adopted value business agility and profitability, with targeted and appropriate    F-42IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  procedures oriented to the granting of credit transactions and establishment of operating limits.  In the evaluation and classification of customers or economic groups, the quantitative (economic and financial indicators) and qualitative (personal data and behaviors) aspects associated with the customers capacity to honor their obligations are considered.  All business proposals are subject to operational limits, which are included in the Loan Guidelines and Procedures. At branches, the delegation of power to grant a loan depends on its size, the total exposure to the Organization, the guarantees offered, the level of restriction and their credit risk score/rating. Business proposals with risks beyond these limits are subject to technical analysis and approval of by the Credit Department.  In its turn, the Executive Credit Committee was created to decide, within its authority, on queries about the granting of limits or loans proposed by business areas, previously analyzed and with opinion from the Credit Department. According to the size of the operations/limits proposed, this Committee, may then submit the proposal for approval by the Board of Directors, depending on the amounts involved.  Loan proposals pass through an automated system with parameters set to provide important information for the analysis, granting and subsequent monitoring of loans, minimizing the risks inherent in the operations.  There are exclusive Credit and Behavior Scoring systems for the assignment of high volume,low principal loans in the Retail segment, meant to provide speed and reliability, while standardizing the procedures for loan analysis and approval.  Business is diversified wide-spread and aimed at individuals and companies with a proven payment capacity and solvency, seeking to support them with guarantees that are adequate to the risk assumed, considering the amounts, objectives and the maturities of loan granted.  Credit Risk Rating  The credit risk assessment methodology, in addition to providing data to establish the minimum parameters for lending and risk management, also enables the definition of special Credit Rules and Procedures according to customer characteristics and size. Thus, the methodology provides the basis not only for the correct pricing of operations, but also for defining the appropriate guarantees.  The methodology used also follows the requirements established by National Monetary Council (CMN) Resolution 4,327/14 and includes analysis of social and environmental risk in projects, aimed at evaluating customers’ compliance with related laws and the Equator Principles, a set of rules that establish the minimum social and environmental criteria which must be met for lending.  In accordance with its commitment to the continuous improvement of methodologies, the credit risk rating of the Organization’s economic groups/customers uses a seventeen-level scale, in which thirteen levels represent performing loan operations, ensuring greater compliance with the requirements of the Basel Capital Accord.  Risk ratings for economic groups (legal entities) are based on standardized statistical and judgmental procedures, and on quantitative and qualitative information. Classifications are made corporately and are monitored periodically in order to preserve the quality of the credit portfolio.     BradescoF-43


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  For individuals, in general, credit ratings are based on personal data variables, such as income, assets, restrictions and indebtedness, in addition to the history of their relationship with the Organization, and statistical credit evaluation models.  The risk classification adopted on the basis of the customers' capacity of honoring their commitments is shown below:  Internal Rating

   

   Organization classification1

   

   AA1

   

   Low risk2

   

   AA23

   

   AA34

   

   A15

   

   A26

   

   A37

   

   B18

   

   B29

   

   B310

   

   C111

   

   C212

   

   C313

   

   D

   

   Medium risk14

   

   E

   

   High risk15

   

   F16

   

   G17

   

   H
  Credit-Risk Management Process  The credit risk management process is conducted in a corporation-wide manner. This process involves several areas with specific duties, ensuring an efficient structure. Credit risk measurement and control are conducted in a centralized and independent manner.  The credit risk monitoring area actively participates in improving the customer risk rating models, following up large risks by periodically monitoring major delinquencies and the provisioning levels for expected and unexpected losses.  This area continuously reviews the internal processes, including the roles and responsibilities and it training and requirements, as well as conducts periodical reviews of risk evaluation processes to incorporate new practices and methodologies.  Control and Monitoring  The Organization’s credit risk is controlled and monitored by the credit risk area of the Integrated Risk Control Department.  The department advises the Executive Credit Risk Management Committee, in which methodologies for credit risk measurement are discussed and formalized. Significant issues discussed in this committee are reported to the Integrated Risk Management and Capital Allocation Committee, which is subordinate to the Board of Directors.  In addition to the committee meetings, the area holds monthly meetings with all product and  F-44IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 segment executives and officers, with a view to inform them about the evolution of the loan portfolio, delinquency, adequacy of allowance for loan losses, loan recoveries, gross and net losses, portfolio limits and concentrations among others. This information is also reported to the Audit Committee on a monthly basis.  The area also monitors any internal or external event that may cause a significant impact on the Organization’s credit risk, such as spin-offs, bankruptcies and crop failures, in addition to monitoring economic activity in the sectors to which the company has significant risk exposures.  Both the governance process and existing limits are sanctioned by the Integrated Risk Management and Capital Allocation Committee, which are submitted for the approval of the Board of Directors, and are revised at least once a year.  Internal Report  Credit risk is monitored on a daily basis in order to maintain the risk levels within the limits established by the Organization. Managerial reports on risk control are provided to all levels of business, from branches to Senior Management.  With the objective of highlighting the risk situations that could result in the customers' inability to honor its obligations as contracted, the credit risk monitoring area provides daily reports, to the branches, business segments, as well as the lending and loan recovery areas. This system provides timely information about the loan portfolios and credit bureau information of customers, in addition to enabling comparison of past and current information, highlighting points requiring a more in-depth analysis by managers.  The Organization also has an electronic corporate system of credit risk indicators to provide the lending and loan recovery areas, business areas, regional managers and branches with information on assets by segment, product, region, risk classification, delinquency and expected and unexpected losses, among others. This electronic system provides both a macro-level and detailed view of the information, and also enables a specific loan operation to be viewed.  The information is viewed and delivered via dashboards, allowing queries at several levels such as business segment, divisions, managers, regions, products, employees and customers, and under several aspects (asset, delinquency, provision, write-off, restriction levels, guarantees, portfolio quality by rating, among others).     BradescoF-45


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Credit Risk Exposure  We present below the maximum credit risk exposure of the financial instruments.  R$ thousandDecember 312016

   2015Cash and balances with banks

   72,554,651

   72,091,764Derivative financial instruments

   16,755,442

   18,870,917Loans and advances to banks

   94,845,534

   35,671,727Loans and advances to customers

   392,083,873

   370,323,668Other financial assets

   497,974,002

   432,983,945Total items recorded in the balance sheet (1)

   1,074,213,502

   929,942,021Total items not recorded in the balance sheet (Note 41)

   316,298,033

   264,320,142Total risk exposure

   1,390,511,535

   1,194,262,163
 (1)Collaterals are mainly represented by: securities, properties, financial investments, sureties and guarantees.  The Organization's maximum credit risk exposure was R$ 1,390,511,535 thousand in 2016, whichwas an increase of 16.4% from December 2015.  Of this exposure, R$ 72,554,651 thousand, or 5.2% is related to cash and bank deposits composed mainly of funds deposited with the Central Bank of Brazil that are assessed to have low credit risk.  The “Other financial assets” item totaling R$ 497,974,002 thousand (35.8% of the total exposure), have a low credit risks as it primarily consists of Brazilian government bonds which, are recorded at their market value, represented by “Financial assets held for trading” R$ 213,139,846  thousand (2015 – R$ 159,623,449 thousand), “Financial assets available for sale” R$ 113,118,554 thousand (2015 – R$ 117,695,450 thousand) and “Investments held to maturity” recognized as amortized cost in the amount of R$ 43,002,459 thousand (2015 – R$ 40,003,560 thousand).  In 2016, items not recorded in the consolidated statement of financial position (recorded in off-balance sheet accounts) amounted to R$ 316,298,033 thousand (2015 - R$ 264,320,142 thousand), reaching a level of 22.6% (2015 – 22.1%) of total exposure.  The following provides a detailed analysis of other exposures subject to credit risk totaling R$ 503,684,849 thousand, representing 36,5% of the total exposure, including derivatives of R$ 16,755,442 thousand, loans and advances to banks of R$ 94,845,534 thousand and loans and advances to clients of R$ 392,083,873 thousand.  Derivative Financial Instruments  R$ thousandDecember 312016

   2015Traded in the stock exchange

   1,068,418

   5,561,772OTC contract

   15,687,024

   13,309,145Total

   16,755,442

   18,870,917
  In relation to derivatives, 93.6% of the total, refers basically to over-the-counter contracts. Of the total of the Derivative financial instruments, 92.4% is assessed to have "low credit risk"by the Organization's internal procedures.      F-46IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Loans and advances to banks  We present below the portfolio of loans and advances to banks as rated internally by the Organization:  R$ thousandDecember 312016

   2015Low risk

   94,845,534

   35,627,580Medium risk

   -

   -High risk

   -

   44,147Total

   94,845,534

   35,671,727
 Ratings as assigned by the Organization: Low risk: Ratings AA1 – C3;Medium risk: Rating D; andHigh risk: Ratings E – H.  None of the loans and advances to banks are classified as pas-due or impaired. In addition, the portfolio has no debt-restructuring history.
  Loans and advances to customers  The loans and advances to customers are classified as:  ·Neither past due nor impaired. ·Past due but not impaired. ·Impaired, including loans and advances classified as impaired and loans and advances that are analyzed individually for loss classified as impaired.  The Organization’s loans and advances to customers are classified as “impaired” when they fall in at least one of the following situations: (a) are delinquent more than 90 days, except for housing loan operations secured by residential property (overdue more than 180 days) and/or; (b) have incurred a loss and/or; (c) have been renegotiated and/or; (d) have been reclassified as a higher risk level; and/or (e) have been subject to bankruptcy events. The internal models used by the Organization are based on client or product.  R$ thousandDecember 31,2016

   2015Neither past due nor impaired (i)

   337,337,152

   326,363,904Past due but not impaired (ii)

   12,612,906

   11,656,848Impaired (iii)

   42,133,815

   32,302,916Total loans and advances to customers

   392,083,873

   370,323,668Impairment of loans and advances

   (24,780,839)

   (25,455,204)Net amount

   367,303,034

   344,868,464
  The portfolio of loans and advances to customers grew by 5.9% from 2016 to December 2015.     BradescoF-47


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  (i)Loans and advances to customers neither past due nor impaired  R$ thousandDecember 31,2016

   2015Low risk

   325,170,838

   318,889,943Medium risk

   10,269,218

   6,338,308High risk

   1,897,096

   1,135,653Total

   337,337,152

   326,363,904
 Ratings as assigned by the Organization: Low risk: Ratings AA1 – C3;Medium risk: Rating D; andHigh risk: Ratings E – H.  The loans and advances to customers assessed to be neither past due nor impaired totaled R$337,337,152thousand in2016.  Of the total transactions,96.4% were classified as low risk.  (ii)Loans and advances to customers past due but not impaired  We present below the analysis by number of days past due of the contracts for loans and advances which were not classified as being impaired in the collective analysis and those which are not impaired based on the individual analysis.  For the purpose of this analysis, an asset is considered past due and included in the following table when payment is late or is not received strictly in accordance with the contractual terms. The amount included in this category comprises the total financial asset, i.e. not only the overdue installment amount but the full contractual amount plus accrued interest.  The loans and advances to customers which are not individually material, which have not been classified as impaired are presented in this category.  The individually material loans and advances may be presented in this category when, based on the individual analysis, it is not necessary to record an individual impairment loss and, accordingly, the asset is then subject to a collective loss analysis.  R$ thousandDecember 31,2016

   2015Past due up to 60 days

   9,737,697

   9,286,212Past due between 61 and 90 days

   2,608,305

   2,241,006Past due for more than 90 days

   266,904

   129,630Total

   12,612,906

   11,656,848
  The above table shows loans and advances, which despite being past due, do not provide indications of possible impairment. This amount represented 3.2% of the portfolio in 2016 (2015 – 3.1%).       F-48IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  (iii)Loans and advances to customers impaired  R$ thousandDecember 31,2016

   2015Portfolio not yet due

   17,567,703

   14,185,533Past due up to 60 days

   4,067,322

   2,199,703Past due between 61 and 90 days

   1,284,035

   1,097,900Past due for more than 90 days

   19,214,755

   14,819,780Total

   42,133,815

   32,302,916
  Loans and advances to customers impaired reached R$ 42,133,815 thousand and accounted for 10.7 % of the total portfolio in 2016 (2015 - 8.7%).
  By type of loan category  The following table presents the loans and advances impaired by category:  R$ thousandDecember 31,2016

   2015Working capital

   5,940,498

   6,846,091Credit card

   5,962,131

   5,128,607Personal credit

   4,951,949

   3,617,781Vehicles – CDC (Direct consumer credit)

   1,651,852

   1,631,255Housing loans

   2,553,802

   1,081,833Financing and export

   2,456,658

   1,043,922Rural loans

   946,282

   805,392Onlending BNDES/Finame

   1,052,671

   771,581Overdraft for individuals

   882,992

   651,011Overdraft for corporates

   406,296

   281,176Acquisition of assets

   459,574

   38,288Others

   14,869,110

   10,406,039Total

   42,133,815

   32,302,916
 Renegotiated loans and advances  The total balance of “Loans and advances to customers impaired” includes renegotiated loans and advances to customers. Such loans contemplate extension of loan payment terms, grace periods, reductions in interest rates, and/or, in some cases, the forgiveness (write-off) of part of the loan principal amount.  Renegotiations may occur after debts are past due or when the Company has information about a significant deterioration in the client’s creditworthiness. The purpose of such renegotiations is to adapt the loan to reflect the client’s actual payment capacity.     BradescoF-49


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  The following table shows changes made and our analysis of our portfolio of renegotiated loans and advances to customers:  R$ thousandDecember 312016

   2015Renegotiated loans and advances at the beginning of the year

   12,728,723

   10,775,621Additional renegotiated amounts, including interest

   18,777,814

   13,128,228Payments received

   (8,997,802)

   (7,256,464)Write-offs

   (5,007,312)

   (3,918,662)Renegotiated loans and advances at the end of the year

   17,501,423

   12,728,723Impairment of loans and advances

   (10,346,397)

   (7,547,690)Total renegotiated loans and advances to customers, net of impairment at the end of the year

   7,155,026

   5,181,033Impairment on renegotiated loans and advances as a percentage of the renegotiated portfolio

   59.1%

   59.3%Total renegotiated loans and advances as a percentage of the total loan portfolio

   4.5%

   3.4%Total renegotiated loans and advances as a percentage of the total loan portfolio, net of impairment

   1.9%

   1.5%
  At the time a loan is modified, Management considers the new loan's conditions and renegotiated maturity and it is no longer considered past due. From the date of modification,renegotiated interest begins to accrue, using the effective interest rate method, taking into consideration the customer’s capacity to pay the loan based on the analysis made by Management. If the customer fails to maintain the new negotiated terms, management considers ceasing accrual from that point.  Additionally, any balances related to renegotiated loans and advances to customers that have already been written off and recorded in off-balance sheet accounts, as well as any gains from renegotiations, are recognized only when received.  Concentration of credit risk in loans and advances  R$ thousandDecember 312015

   2014Largest borrower

   2.3%

   2.8%Ten largest borrowers

   8.5%

   9.2%Twenty largest borrowers

   12.6%

   13.3%Fifty largest borrowers

   18.5%

   19.5%Hundred largest borrowers

   23.0%

   23.8%
  All ranges presented increase in concentration in 2016 compared to 2015.   F-50IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 By Economic Activity Sector  The credit-risk concentration analysis presented below is based on the economic activity sector in which the counterpart operates.  December 312016

   2015R$ thousand

   %

   R$ thousand

   %Public sector

   8,813,581

   2.2

   10,250,375

   2.8Federal

   8,813,581

   2.2

   10,241,594

   2.8State

   -

   -

   8,781

   -Private sector

   383,270,292

   97.8

   360,073,293

   97.2Individuals

   170,925,871

   43.6

   147,859,789

   39.9Industry

   68,192,198

   17.4

   65,158,837

   17.6Commerce

   42,791,601

   10.9

   41,267,638

   11.1Services

   97,136,221

   24.8

   102,629,056

   27.7Agribusiness

   4,224,401

   1.1

   3,157,973

   0.9Total portfolio

   392,083,873

   100.0

   370,323,668

   100.0Impairment of loans and advances

   (24,780,839)

   -

   (25,455,204)

   -Total of net loans and advances to customers

   367,303,034

   -

   344,868,464

   -
 Measurement of Credit Risk  Periodically, the Organization evaluates the existence of objective evidence of loss in the loans and advances portfolio, taking into account its historical experience of impairment losses and employing other methodologies to consider the customer' quality as well as the nature of the transaction including its guarantees for estimating the expected cash flows, which are reviewed regularly in order to constantly improve the models and to ensure that  the provision is sufficient.  Initially, clients are classified as individually significant and individually non-significant. Following that initial classification, clients are evaluated on the basis of the existence of evidence of one or more objective loss events. As sometimes it may not be possible to identify a specific event that has caused a loss in the recoverable amount, the combined effects of several events are evaluated. In addition, loss events may be specific, that is, refer to only a particular client, such as payment defaults, renegotiation or bankruptcy event, or be collective and affect a group of assets as a result, for example, interest or exchange rate variations or a reduction in the activity level of one or more economic sectors.  For individually significant clients with specific objective evidences of impairment, the impairment loss is estimated by individual analysis, taking into account the future cash flows expected from each client, including the realization of guarantees associated with operations.  For individually non-significant clients with specific objective evidence of impairment, the, impairment loss is estimated using proprietary historic loss experience models which are based on observable information on the calculation date.  Clients showing no specific objective evidence of impairment losses, both individually significant and individually non-significant clients, are evaluated collectively using the Organization’s internal models based on collective parameters of loss identified and macroeconomic parameters of economic activity and default.    BradescoF-51


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  For collective evaluation, Probability of Default and Loss Given Default models, as well as the Loss Identification Period factor, are used.  Probability of Default (PD): determines the probability of default perceived by the Organization with respect to the customer, according to its internal evaluation model. This risk parameter is determined differently for each segment: retail models are quantitative, while wholesale models are both quantitative and qualitative (subjective).  Loss Given Default (LGD): refers to the percentage effectively lost after recovery efforts given the default of the contract, which is expressed as a percentage of exposure.  Loss Identification Period (LIP): interim period between the occurrence of the loss event in groups of collectively evaluated financial assets, significant and non significant, and its identification by the institution as being impaired.  Write-offs  Credits are written off in the consolidated statement of financial position against impairment of loans and advances when they are considered uncollectible or a permanent loss. Credit operations are normally written off when they are overdue for 180 to 360 days. Credit operations with remaining maturities of at least 36 months are normally written off when they are overdue for 360 to 540 days.  Credit Risk Mitigation  Potential credit losses are mitigated by the use of a variety of types of collateral formally stipulated through legal instruments, such as conditional sales, liens and mortgages, by guarantees such as third-party sureties or guarantees, and also by financial instrumentssuch as credit derivatives. The efficiency of these instruments is evaluated considering the time to recover and realize an asset given as collateral, its market value, the guarantors’ counterparty risk and the legal safety of the agreements. The main types of collaterals include: term deposits; financial investments and securities; residential and commercial properties; movable properties such as vehicles, aircraft, machinery and equipment. Additionally, collateral may include commercial bonds such as invoices, checks and credit card bills. Sureties and guarantees may also include bank guarantees and letters of credit.  Credit derivatives are bilateral agreements where one of the counterparties buys hedge against credit risk of a specific financial instrument and its risk is transferred to the selling counterparty. Usually, the latter receives a linear remuneration during the transaction’s effectiveness.  In the event of default, the counterparty who purchased the hedge will be paid, the purpose of which is to compensate for the impairment losses on the underlying financial instrument. In this case, the selling counterparty receives the underlying asset in exchange for the referred payment.  On December 31, 2016, Bradesco had credit default swaps (CDS) with the following characteristics: the risk received in credit swaps whose underlying assets are “debt securities issued by companies" in the amount of R$ 114,069 thousand (R$ 136,668 thousand in 2015) and “bonds of the Brazilian public debt” in the amount of R$ 668,115 thousand and the risk transferred in credit swaps whose underlying assets are “derivatives of the Brazilian public debt” is R$ (16,296) thousand, amounting to a total net credit risk value     F-52IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  ofnegative R$ 765,888 thousand (R$ 136,668 thousand in 2015), with an effect on the calculation of required shareholders’ equity of negative R$ 11,977 thousand (R$ 15,033 thousand in 2015). The contracts related to credit derivatives transactions described above are due in 2021. The mark-to-market of the protection rates that remunerates the counterparty that received the risk totaled R$ (1,067) thousand (R$ 42 thousand in 2015). There were no credit events, as defined in the agreements, during the period.  Offsetting of financial assets and liabilities  According to IFRS 7, the Bradesco must also present the amounts related to financial instruments subject to master netting agreements or similar agreements, which do not meet some or all of offsetting criteria from IAS 32. Similar agreements include the Global Derivative Agreements (CGD/ISDA) and the Global Master Repurchase Agreements (GMRA).  Part of the derivative financial instruments transacted by the Bradesco in environments that are not stock exchange, are executed through contracts CGD and ISDA (International Swaps and Derivatives  agreement), in Brazil and abroad.  The table below shows the offsetting of financial assets and liabilities:  R$ thousand2016Gross amount of financial assets presented in the statement of financial position

   Related amounts not offset in the statement of financial position

   Net amountSecurities purchased under agreements to resell

   84,728,590

   6,450

   84,722,140Derivatives

   16,755,442

   1,598,281

   15,157,161
  R$ thousand2016Gross amount of financial liabilities presented in the statement of financial position

   Related amounts not offset in the statement of financial position

   Net amountSecurities sold under repurchase agreements

   241,978,931

   6,450

   241,972,481Derivatives

   13,435,678

   1,598,281

   11,837,397
  R$ thousand2015Gross amount of financial assets presented in the statement of financial position

   Related amounts not offset in the statement of financial position

   Net amountSecurities purchased under agreements to resell

   111,024,912

   3,782

   111,021,130Derivatives

   18,870,917

   301,725

   18,569,192
  
   BradescoF-53


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  R$ thousand2015Gross amount of financial liabilities presented in the statement of financial position

   Related amounts not offset in the statement of financial position

   Net amountSecurities sold under repurchase agreements

   222,291,364

   3,782

   222,287,582Derivatives

   19,345,729

   301,725

   19,044,004
  3.2.Market risk  Market risk is represented by the possibility of financial loss due to fluctuating prices and interest rates of the Organization’s financial instruments, such as its asset and liability transactions that may have mismatched maturities, currencies and indexes.  Market risk is identified, measured, mitigated, controlled and reported. The Organization’s exposure to market risk profile is in line with the guidelines established by the governance process, with limits independently monitored.  All transactions that expose the Organization to market risk are mapped, measured and classified according to probability and magnitude, and the whole process is approved by the governance structure.  The risk management process relies on the participation of all levels of the Organization, from the business areas to the Board of Directors.  In compliance with the best Corporate Governance practices, to preserve and strengthen the management of market risk in the Organization, as well as to meet the requirements of Resolutionno3.464/07, of the National Monetary Council (CMN), the Board of Directors approved the Market and Liquidity Risk Management Policy, which is reviewed at least annually by the relevant Committees and by the Board of Directors itself, and provides the main guidelines for acceptance, control and management of market and liquidity risks.  In addition to the policy, the Organization has specific rules to regulate the market risk management process, as follows:  ·Classification of Operations; ·Reclassification of Operations; ·Trading of Public or Private Securities; ·Use of Derivatives; and ·Hedging.  Market Risk Management Process  The market risk management process is a corporation wide process, comprising from business areas to the Board of Directors; it involves various areas, each with specific duties in the process, thereby ensuring an efficient structure. The measurement and control of market risk is conducted in a centralized and independent manner. This process permits that the Organization uses its internal market risk models to calculate regulatory capital requirements since January 2013. This process, approved by the Board of Directors, is also revised at least once a year by the Committees and the Board itself.    F-54IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Determination of Limits  Proposed market-risk limits are validated by specific Committees and submitted for approval by the Integrated Risk Management and Capital Allocation Committee, and then for approval by the Board of Directors. Based on the business’ characteristics, they are segregated into the following Portfolios:  Trading Portfolio: it comprises all operations involving financial instruments, held-for-trading, including derivatives, or used to hedge other instruments in the Trading Portfolio, which have no trading restrictions. Held-for-trading operations are those destined for resale, to obtain benefits from actual or expected price variations, or for arbitrage.  The Trading Portfolio is monitored with the following limits:  ·Value at Risk (VaR); ·Stress; ·Income; and ·Financial Exposure / Concentration.  Banking Portfolio: it comprises operations not classified in the Trading Portfolio, arising from Organization’s other businesses and their respective hedges.  The Banking Portfolio is monitored with the following limits:  ·Interest rate risk limit.  Market-Risk Measurement Models  Market risk is measured and controlled using Stress, Value at Risk (VaR), Economic Value Equity (EVE) and Sensitivity Analysis methodologies, as well as limits for the Management of Results and Financial Exposure. Using several methodologies to measure and evaluate risks is of great importance, because they can complement each other and their combination allows for analysis of different scenarios and situations.  Trading and Regulatory Portfolio  Trading Portfolio risks are controlled by the Stress and VaR methodologies. The Stress methodology quantifies the negative impact of economic shocks and events that are financially unfavorable to the Organization’s positions. The analysis uses stress scenarios prepared by the Market Risk area and the Organization’s economists based on historical and prospective data for the risk factors in the Organization portfolio.  The methodology adopted to calculate VaR is the Delta-Normal, with a confidence level of 99% and considering the number of days necessary to unwind the existing exposures. The methodology is applied to the Trading and Regulatory Portfolio (Trading Portfolio positions plus Banking Portfolio foreign currency and commodities exposures). The Delta-Normal VaR has as main limitation the adoption of the premise that financial returns are normally distributed. To mitigate the above limitations, the organization also adopts the historical VaR approach to the portfolio, adopting the most conservative model. A minimum 252-business-day period is adopted to calculate volatilities, correlations and historical returns.    BradescoF-55


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  For regulatory purposes, the capital requirements relating to shares held in the Banking Portfolio are determined on a credit risk basis, as per Central Bank of Brazil resolution,ie, are not included in the market risk calculation.  Risk of Interest Rate in the Banking Portfolio  The measurement and control of the interest-rate risk in the Banking Portfolio area is based on the EVE methodology, which measures the economic impact on the positions, according to scenarios prepared by the Organization’s economists. These scenarios determine the positive and negative movements of interest rate curves that may affect Organization’s investments and capital-raising.  The EVE methodology consists of repricing the portfolio exposed to interest rate risk, taking into account the scenarios of increases or decreases of rates, by calculating the impact on present value and total term of assets and liabilities. The economic value of the portfolio is estimated on the basis of market interest rates on the analysis date and of scenarios projected. The difference between the values obtained for the portfolio will be EVE, that is, the interest-rate risk applicable to the Banking Portfolio.  To measure the Banking Portfolio interest rate risk, the premise of prepayment of loan is not used. For demand and savings deposits with undetermined maturity, their historical behaviors and the possibility of maintaining them are studied. Thus, after all the deductions fromdemand and savings deposits, for example, the requirements reserve held at Brazilian Central Bank, the remaining balance (free funds) is considered in accordance with the maturity flows of fixed-rate lending operations.  Financial Instrument Pricing  To adopt the best market prices related to the assessment of financial instruments’ market value, the Market and Liquidity Risk Management Executive Committee (CEGRIMEL) established the Mark-to-Market Commission (CMM), which is responsible for approving or submitting mark-to-market models to GEGRIMEL. CMM is composed of business, back-office and risk representatives. The risk area is responsible for the coordination of the Commission and for the submission the matters to the CEGRIMEL for reporting or approval, whichever is the case.  Whenever possible, the Bank uses prices and quotes from by the Securities, Commodities and Futures Exchange and the Secondary Markets. Failing to find such market references, prices made available by other sources (such as Bloomberg, Reuters and Brokerage Firms) are used. As a last resort, proprietary models are used to price the instruments, which also follow the same CMM approval procedure and are submitted to the Organization’s validation and assessment processes.  Mark-to-market criteria are periodically reviewed, according to the governance process, and may vary due to changes in market conditions, creation of new classes of instruments, establishment of new sources of data or development of models considered more appropriate.  The financial instruments to be included in the Trading Portfolio must be approved by the Treasury Executive Committee or the Product and Service Executive Committee and their pricing criteria must be defined by the CMM.  The following principles for the mark-to-market process are adopted by the Organization:  ·Commitment: the Organization is committed to ensuring that the prices used reflect the market value of the operations. Should information not be found, Bradesco uses its best efforts to   F-56IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  estimate the market value of the financial instruments; ·Frequency: the formalized mark-to-market criteria are applied on a daily basis; ·Formality: the CMM is responsible for ensuring the methodological quality and the formalization of the mark-to-market criteria; ·Consistency: the process to gather and apply prices should be carried out consistently, to guarantee equal prices for the same instrument within the Organization; and ·Transparency: the methodology must be accessible by the Internal and External Audit, Independent Model Validation areas and by Regulatory Agencies.  In December 2014, the Brazilian National Monetary Council (CMN) published Resolution 4,389/14, which amended Resolution 4,277/13. These resolutions set forth the basic procedures that entities must follow in pricing financial instruments to market value and the guidelines to apply prudential adjustments to these instruments. In accordance with the above mentioned procedures, the Organization is already aligned with these resolutions’ guidelines, including applying due prudential adjustments required by the regulation.  Independent Risk Model Validation  The Organization uses models to manage and measure risks and capital, which are developed based on specialist knowledge or on statistical, economic, financial or mathematical theories, which support and facilitate the structuring of critical issues and enable standardization and fast decision-making.  To identify, mitigate and control the risks of the models, represented by potential adverse consequences arising from decisions based on wrong or obsolete models, with the process of independent validation, whose main purpose is to verify if the models work in accordance with their established goals, as well as to verify if their results are suitable for the uses for which they are intended. This validation covers the aspects concerning the adequacy of processes, governance, construction of models and their assumptions, with the results being reported to the managers, the Internal Audit, the Committees of Internal Controls and Compliance and Integrated Risk Management and Capital Allocation.  Therefore, the activities carried out enable the continuous improvement of the scope of validations, which are specific to each model type and classified into five dimensions combining the qualitative and quantitative aspects.  Qualitative  ·Scope of the model: scope of application of the model, which includes its goal, the type of risk addressed, companies exposed to this type of risk, portfolios, products, segments, channels, among others; ·Application of the Model: includes the definition, reasonability in the use of the model's factors, the flow and the timeliness of the information for the decision-making process; ·Technological Environment and Data Consistency: structure of systems and controls involved in the calculations performed by the model and the process in which the model is inserted. It also includes data consistency, taking into consideration the functionalities of version and access controls, backup, traceability, changes in parameters, data quality, system contingency and automated controls.  Quantitative  ·Measurement System: challenge to the risk measurement procedures, both base and stress, including the definition, implementation and internal validation of the method, which     BradescoF-57


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  consists of methodology, assumptions, parameters, calculation routine, input data and results;  ·Backtesting: statistic procedure used to assess the model by comparing the amounts estimated by the model and the amounts observed within a previously defined period. It includes methodological, formalization and utilization aspects for model improvement.  The responsibility for executing the independent validation process, that includes the analysis and the assessment of models, belongs to the Independent Model Validation Area (AVIM), which uses structures that are already implemented and settled in the Organization to avoid overlapping tasks.  Control and Follow-Up  Market risk is controlled and monitored by an independent area, the Integrated Risk Control Department, which, on a daily basis, measures the risk of outstanding positions, consolidates results and prepares reports required by the existing governance process.  In addition to daily reports, Trading Portfolio positions are discussed once a week by the Treasury Executive Committee, while Banking Portfolio positions and liquidity reports are examined every fifteen days by the Asset and Liability Management Treasury Executive Committee. At both meetings, results and risks are assessed and strategies are discussed. Both the governanceprocess and the existing thresholds are ratified by the Integrated Risk and Capital Allocation Management Committee and submitted to approval of the Board of Directors, and they are revised at least once a year.  Should any threshold controlled by the DCIR be exceeded, the head of the business area responsible for the position is informed that threshold was reached, and the Integrated Risk and Capital Allocation Management Committee is called in timely fashion to make a decision. If the Committee decides to raise the threshold and/or maintain the positions, the Board of Directors is called to approve the new threshold or revise the position strategy.  Internal Communication  The market risk department provides daily managerial control reports on the positions to the business areas and Senior Management, in addition to weekly reports and periodic presentations to the Board of Directors.  Reporting is conducted through an alert system, which determines the addressees of risk reports as previously determined risk threshold percentage is reached; therefore, the higher the risk threshold consumption, more Senior Management members receive the reports.  Hedging and Use of Derivatives  In order to standardize the use of financial instruments as hedges of operations and the use of derivatives by the Treasury Department, the Organization created specific rules that were approved by the competent Committees.  The hedge operations executed by Bradesco’s Treasury Department must necessarily cancel or mitigate risks related to unmatched quantities, terms, currencies or indexes of the positions in the Treasury books, and must use assets and derivatives authorized to be traded in each of their books to:     F-58IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  ·control and classify the operations,  respecting the exposure and risk limits in effect;  ·alter, modify or revert positions due to changes in the market and to operational strategies; and  ·reduce or mitigate exposures to operations in inactive markets, in conditions of stress or of low liquidity.  Fair value Hedge accounting  On December 31, 2015, Bradesco constituted a hedge to protect from the market risk, using futures contracts, which generated R$ 1,406,154 thousand, for protection against the effects of the exchange rate variation of the firm commitment concerning the purchase and sale of shares agreement (Note 2 (a)), which produced an adjustment to the market value of (R$ 1,761,964 thousand). The effect of these operations, recorded in the caption derivative financial instruments, was an expense of R$ 355,810 thousand. In July 01, 2016, the hedge was settled.  Standardized and “Continuous Use” Derivatives  Organization’s Treasury Department may use standardized (traded on an exchange) and “continuous use” (traded over-the-counter) derivatives for the purpose of obtaining income or as hedges. The derivatives classified as “continuous use” are those habitually traded over-the-counter, such as vanilla swaps (interest rates, currencies, CDS – Credit Default Swap, amongothers), forward operations (currencies, for example) and vanilla options (currency, Bovespa Index), among others. Non-standardized derivatives that are not classified as “continuous use” or structured operations cannot be traded without the authorization of the applicable Committee.  Evolution of Exposures  In this section we present the evolution of financial exposure, the VaR calculated using the internal  model and its backtesting and the Stress Analysis.  Financial Exposure – Trading Portfolio (Fair value)  R$ thousandDecember 31Risk Factors

   2016

   2015Assets

   Liabilities

   Assets

   LiabilitiesFixed rate

   33,026,609

   13,806,553

   48,582,147

   3,260,337IGP-M (General Index of market pricing) / IPCA (Consumer price index)

   330,819

   404,612

   3,385,148

   3,225,568Forex Coupon

   997,507

   878,284

   1,577,228

   1,429,773Foreign Currency

   1,005,349

   1,024,526

   12,304,611

   12,257,907Sovereign / Eurobonds and Treasuries

   2,301,628

   906,361

   10,907,639

   6,095,598Other

   218,421

   -

   320,877

   3,264Total

   37,880,333

   17,020,336

   77,077,650

   26,272,447
     BradescoF-59


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  VaR Internal Model –Trading Portfolio  The 1-day VaR of Trading Portfolio net of tax effects in end of 2016 was R$ 22,748 thousand, with the prefixed risk as the largest participation of the portfolio.  Risk Factors

   R$ thousandDecember 312016

   2015Fixed rate

   20,704

   16,514IGP-M (General Index of market pricing) / IPCA (Consumer price index)

   416

   524Forex Coupon

   64

   1,117Foreign Currency

   224

   937Sovereign/Eurobonds and Treasuries

   3,230

   6,468Others

   2

   30Correlation / Diversification Effect

   (1,892)

   (7,574)VaR at the end of the year

   22,748

   18,016Average VaR in the year

   19,910

   21,450Minimum VaR in the year

   9,408

   4,878Maximum VaR in the year

   36,726

   64,538
 Note: 1-day VaR and net of tax effects.  VaR Internal Model – Regulatory Portfolio  The capital is calculated based on the Regulatory Portfolio, which comprises the Trading Portfolio and the Foreign Exchange Exposure and the Commodities Exposure of the Banking Portfolio, through the use of the normal delta VaR model. In addition, the historical simulation and the Delta–Gama–Vega models are applied to measure all risk factors to an options portfolio, whichever is themost conservative. In this model, risk value is extrapolated to the regulatoryhorizon(1)(at least ten days)by the ‘square root of time’ method. VaR and Stressed VaR shown below refer to a ten-day horizon and are net of tax effects.  R$ milDecember 31Risk Factors

   2016

   2015VaR

   Stressed

   VaR

   StressedInterest rate

   70,231

   149,043

   55,695

   110,807Exchange rate

   12,966

   27,713

   48,914

   70,643Commodity price(Commodities)

   12

   29

   3,099

   7,209Correlation / Diversification Effect

   (1,872)

   (8,296)

   (17,398)

   (10,732)VaR at the end of the year

   81,337

   168,489

   90,310

   177,927Average VaR in the year

   70,249

   179,169

   100,250

   179,591Minimum VaR in the year

   38,810

   83,230

   26,434

   72,814Maximum VaR in the year

   131,105

   247,814

   312,386

   378,198
 Note: Ten-day horizon VaR net of tax effects.  To calculate regulatory capital requirement according to the internal model, it is necessary to take into consideration the rules described by Brazilian Central Bank Circular Lettersnos3,646/13 and 3,674/13, such as the use of VaR and Stressed VaR net of tax effects, the average in the last 60 days and the multiplier.     (1)The maximum amount between the book’s holding period and ten days, which is the minimum regulatory horizon required by Brazilian Central Bank, is adopted.
 
  F-60IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  VaR Internal Model – Backtesting  The risk methodology applied is continuously assessed using backtesting techniques, which compare the one-day period VaR with the hypothetic P&L, obtained from the same positions used in the VaR calculation, and with the effective P&L, also considering the intraday operations for which VaR was estimated.  The main purpose of backtesting is to monitor, validate and assess the adherence of the VaR model, and the number of exceptions that occurred must be compatible with the number of exception accepted by the statistical tests conducted and the confidence level established. Another objective is to improve the models used by the Organization, through analyses carried out with different observation periods and confidence levels, both for Total VaR and for each risk factor.  Daily hypothetical and effective P&L over the last 250 business days surpassed their respective VaR three and two times, with a confidence level of 99%.  According to the document published by the Basel Committee on Banking Supervision(2), exceptions are classified as being due to “either bad luck or the markets did not behave as expected by the model”, i.e. volatility was significantly higher than expected and, in certain situations, the correlations differed from those forecast by the model.  Stress Analysis – Trading Portfolio  The Organization also assesses on a daily basis, the possible impacts on positions in stress scenarios for the next 20 business days, with limits established in the governance process. Thus, considering the effect of diversification between the risk factors and the tax effects, the average of the possible loss estimates in a stress situation would be R$198,274thousandin 2016(2015 – R$ 190,301thousand), and the maximum estimated loss in the year of 2016 would be R$371,395thousand(2015 – R$ 397,795thousand).  R$ thousandDecember 312016

   2015At the end of the year

   338,004

   184,312Average in the year

   198,274

   190,301Minimum in the year

   87,152

   54,060Maximum in the year

   371,395

   397,795
 Note: Values net of tax effects.  Sensitivity Analysis  The Trading Portfolio is also monitored daily by sensitivity analyses that measure the effect of movements of market and price curves on our positions. Furthermore, a sensitivity analysis of the Organization’s financial exposures (Trading and Banking Portfolio) is performed on a quarterly basis, in compliance with CVM Rule no475/08.  The sensitivity analyses were carried out based on the scenarios prepared for the respective dates, always taking into consideration market inputs available at the time and scenarios that would adversely impact our positions, in accordance with the scenarios below:     (2)Supervisory Framework for the use “Backtesting” in Conjunction with the Internal Models Approach to Market Risk Capital Requirements(January 1996).
  BradescoF-61


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
   Scenario 1:Based on market information (BM&FBOVESPA, Anbima, etc.), stresses were applied for 1 basis point on the interest rate and 1% variation on prices. For example: for a Real/US dollar exchange rate of R$ 3.25 a scenario of R$ 3.28 was used, while for a 1-year fixed interest rate of 11.54 %, a 11.55 % scenario was applied;  Scenario 2:25% stresses were determined based on market information. For example: for a Real/US dollar exchange rate of R$ 3.25 a scenario of R$ 4.06 was used, while for a 1-year fixed interest rate of 11.54%, a 14.42% scenario was applied. The scenarios for other risk factors also accounted for 25% stresses in the respective curves or prices; and  Scenario 3:50% stresses were determined based on market information. For example: for a Real/US dollar quote of R$ 3.25 a scenario of R$ 4.87 was used, while for a 1-year fixed interest rate of 11.54%, a 17.30% scenario was applied; The scenarios for other risk factors also account for 50% stresses in the respective curves or prices.  The results show the impact for each scenario on a static portfolio position. The dynamism of the market and portfolios means that these positions hange continuously and do not necessarily reflect the position demonstrated here. In addition, the Organization has a continuous market risk management process, which is always searching for ways to mitigate the associated risks, according to the strategy determined by Top Management Therefore, in cases of deterioration indicators in a certain position, proactive measures are taken to minimize any potential negative impact, aimed at maximizing the risk/return ratio for the Organization.    F-62IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Sensitivity Analysis – Trading Portfolio  R$ thousandTrading Portfolio(1)December 31,2016

   December 31, 2015Scenario

   ScenarioRisk Factors

   Definition

   1

   2

   3

   1

   2

   3Interest Rates in Reais

   Exposures subject to variations of fixed interest rates and coupon rate

   (1,074)

   (293,350)

   (568,367)

   (867)

   (321,946)

   (627,934)Price indices

   Exposures subject to the variation of the coupon rate of the price indices

   (26)

   (3,723)

   (7,174)

   (53)

   (8,834)

   (16,217)Forex Coupon

   Exposures subject to the variation of the coupon rate of foreign currencies

   (2)

   (224)

   (437)

   (30)

   (1,312)

   (2,592)Foreign Currency

   Exposures subject to the FX variation

   (106)

   (2,649)

   (5,297)

   (276)

   (6,898)

   (13,796)Sovereign/ Eurobonds and Treasuries

   Exposures subject to the variation of the interest rate of securities traded on the international market

   (1,464)

   (11,649)

   (24,751)

   (530)

   (7,281)

   (14,747)Others

   Exposures that do not match the previous definitions

   -

   (19)

   (39)

   -

   (2)

   (3)Total without correlation

   (2,672)

   (311,614)

   (606,065)

   (1,756)

   (346,273)

   (675,289)Total with correlation

   (2,058)

   (295,900)

   (574,058)

   (1,357)

   (333,171)

   (649,489)
 (1)Values net of taxes.    BradescoF-63


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Presented below, the Sensitivity Analysis – Trading and Banking Portfolio.  Sensitivity Analysis – Trading and Banking Portfolio R$ thousandTrading & Banking Portfolios(1)December 31,2016

   December 31, 2015Scenario

   

   

   ScenarioRisk Factors

   Definition

   1

   2

   3

   1

   2

   3Interest Rates in Reais

   Exposures subject to variations of fixed interest rates and coupon rate

   (8,994)

   (2,466,388)

   (4,786,687)

   (5,027)

   (1,920,630)

   (3,739,629)Price indices

   Exposures subject to the variation of the coupon rate of the price indices

   (9,255)

   (1,224,208)

   (2,264,187)

   (7,930)

   (1,395,457)

   (2,613,957)Forex Coupon

   Exposures subject to the variation of the coupon rate of foreign currencies

   (455)

   (49,446)

   (93,726)

   (581)

   (81,873)

   (150,673)Foreign Currency

   Exposures subject to the FX variation

   (867)

   (21,663)

   (43,327)

   (5,054)

   (132,492)

   (264,983)Equities

   Exposures subject to the variation of share prices

   (14,817)

   (370,420)

   (740,841)

   (12,054)

   (301,354)

   (602,707)Sovereign/ Eurobonds and Treasuries

   Exposures subject to the variation of the interest rate of securities traded on the international market

   (1,786)

   (15,940)

   (32,801)

   (1,260)

   (51,310)

   (101,025)Others

   Exposures that do not match the previous definitions

   (1)

   (28)

   (55)

   (454)

   (11,353)

   (22,706)Total without correlation

   (36,175)

   (4,148,093)

   (7,961,624)

   (32,360)

   (3,894,469)

   (7,495,680)Total with correlation

   (26,893)

   (3,691,157)

   (7,090,253)

   (17,879)

   (3,218,376)

   (6,181,241)
 (1)Values net of taxes.    F-64IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 3.3.Liquidity risk  The Liquidity Risk is represented by the possibility of the institution not being able to efficiently meet its obligations, without affecting its daily operations and incurring significant losses, as well as the possibility of the institution not being able to trade a position at market price due to its high amount when compared to the usually traded volume or due to some market discontinuation.  The understanding and monitoring of this risk are crucial to enable the Organization to settle operations in a timely manner.  Management Process for Liquidity Risk  The management of liquidity risk is a group-wide process. This process involves several areas with specific responsibilities. The measurement and control of liquidity risk are conducted in a centralized and independent manner, including the daily monitoring of available funds, the compliance with the minimum liquidity level and the contingency plan for stress situations.  One of the objectives of the Organization’s Policy on Market and Liquidity Risk Management, approved by the Board of Directors, is to set out the rules, criteria and procedures that guarantee the establishment of the Minimum Liquidity Reserve (RML) for the Organization, as well as the strategy and action plans for liquidity crisis situations. The policy and controls established fully comply with National Monetary Council Resolution 4,090/12.  As part of the criteria and procedures approved, the Organization establishes the minimum daily liquidity reserve and the types of assets eligible to be included in the available resources. It also establishes the instruments for managing liquidity in a normal scenario and in a crisis scenario and the strategies to be implemented in each case.  Control and Monitoring  The liquidity risk management process is conducted by Bradesco’s Treasury Departmentbased on thepositions provided by the back-office area, which is responsible for providing the necessary information to the management and for monitoring the compliance with the limits established. The Integrated Risk Control Department is responsible for the methodology for measuring the minimum liquidity reserve, controlling the limits established according to currency and type of company (including non-financial firms), reviewing the policies, rules, criteria and procedures, and conducting studies for new recommendations.  Liquidity risk is monitored daily by the business and control areas and at the meetings of the Treasury Asset and Liability Management Executive Committee, which manages liquidity reserves, with term and currency mismatches. Monitoring is also handled by the Integrated Risk and Capital Allocation Management Committee and the Board of Directors.  In addition to the controlling and monitoring internal methodology, in October 2015 the Organization began to measure and report to BCB the Short-Term Liquidity indicator (LCR), as provided by National Monetary Council Resolution 4,401/15 of BCB Circular Letter 3,749/15.  LCR - Liquidity Coverage Ratio  The Liquidity Coverage Ratio (LCR) is designed to ensure that the Organization maintains a sufficient level of liquid assets to cover liquidity needs in an eventual stress scenario. The LCR is the ratio between the stock of High Quality Liquid Assets (HQLA) and total net cash outflow,   BradescoF-65


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 calculated based on a generic stress scenario. The formula below shows the main components of the indicator:    In accordance with the LCR implantation schedule, the level of the ratio between high quality liquid assets and total net cash outflows must comply with the following schedule:  Year

   2016

   2017

   2018

   As of 2019% Required

   70%

   80%

   90%

   100%
  The stress scenarios parameterization was conducted by the Regulator to capture idiosyncratic and market shocks, considering the period of thirty days. The items below show some of the shocks included in the methodology:  • the partial loss of retail and uncollateralized wholesale funding, as well as short-term funding capacity; • the additional outflow of funds, contractually foreseen, due to the downgrading of the institution’s credit rating by up to three levels, including eventual additional collateral requirements; • an increase in the volatility of factors that impact collateral quality or the potential future exposure of derivative positions, resulting in the application of larger collateral discounts or a call for additional collateral or in other liquidity requirements; • withdrawals of higher than expected amounts from credit/liquidity lines granted; and • the potential need to repurchase debt or honor non-contractual obligations in order to mitigate reputational risk.  High Quality Liquid Assets (HQLA)  HQLA are assets that maintain their market liquidity in periods of stress and that meet the minimum requirements established by the Brazilian Central Bank, such as, among others, being free of any legal impediment or restriction; suffering little or no loss in market value when converted into cash; having a low credit risk; easy and accurate pricing; and being traded in an active and important market, with little difference between the purchase and sale price, high traded volume and a large number of participants. These assets are subject to weighting factors which may reduce their value, for example in accordance with the risk rating of their issuer or the historic variation in their market price, among other requirements.  Cash Outflows and Inflows  Cash outflows are the result of a reduction in deposits and funding; the maturity of securities issued; scheduled contractual obligations for the next 30 days; margin adjustments and calls in derivative operations; the utilization/withdrawal of credit and liquidity lines granted by the Bank; and contingent cash outflows.  Cash inflows for the next thirty days correspond to the expected receipt of loans and financings; deposits; securities; and margin adjustments and easing in derivative operations.    F-66IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 The table below shows the average LCR Prudential Conglomerate (1):  R$ thousandInformatio on the Liquidity Coverage Ratio (LCR)December 31,2016Average Amount (2)

   Weighted Average Amount (3)Number of Line

   High Quality Liquid Assets (HQLA)1

   Total High Quality Liquid Assets (HQLA)

   -

   146,652,484Number of Line

   Cash Outlows2

   Ratail funding:

   227,352,567

   16,702,5713

   Stable funding

   140,847,861

   4,225,4364

   Less stable funding

   86,504,706

   12,477,1355

   Non-collateralized wholesale funding:

   102,652,196

   49,853,6866

   Operating deposits (all counterparties) and affiliated cooperative deposits

   6,226,398

   192,7117

   Non-operating deposits (all counterparties)

   95,809,211

   49,044,3888

   Other non-collateralized wholesale funding

   616,587

   616,5879

   Collateralized wholesale funding

   -

   5,508,72510

   Additional requirements:

   99,952,624

   15,328,90911

   Related to exposure to derivatives and other collateral requirements

   16,283,688

   9,017,29412

   Related to funding losses through the issue of debt instruments

   33,682

   6,33213

   Related to lines of credit and liquidity

   83,635,254

   6,305,28314

   Other contractual obligations

   29,749,147

   29,749,14715

   Other contingent obligations

   156,190,246

   5,581,01116

   Total cash outflows

   -

   123,024,048Number of Line

   Cash Inflows17

   Collateralized loans

   189,610,077

   937,93518

   Outstanding loans whose payments are fully up-to-date

   37,529,539

   24,090,95019

   Other cash inflows

   21,079,562

   17,347,51120

   Total cash inflows

   248,219,178

   42,376,396Total Adjusted Amount 421

   Total HQLA

   

   146,652,48422

   Total net cash outflow

   

   80,647,65223

   LCR (%)5

   

   181.8%
  1)For regulatory compliance purposes, the Prudential Conglomerate includes financial and similar companies; 2)Total balance of cash inflow/outlow item; 3)Total balance of cash inflow/outlow item after application of weighting factors; 4)Total balance of cash inflow/outlow item after application of weighting factors and limits; and 5)Calculated based on the simple average of the fourth quarter 2016 (3 observations).  The amount of net assets (HQLA) consists, in addition to the compulsory returns and reserves at the Brazilian Central Bank, mainly by federal government securities. These net assets resulted in R$ 146,652,484 thousand, the average of the year of 2016.  Related to the cash outflows, based on the regulatory stress scenario (item 16), about 54.0% are redemptions and non-renewals retail and wholesale funding without collateral (unsecured), as shown in item 2 and 5 of the table  Another relevant group refers to the item "Other contractual obligations" (item 14), which mainly includes the output streams of onlending operations, credit cards and trade finance.    BradescoF-67


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Regarding cash inflows, corresponding to R$ 42,376,396 thousand in the middle of the year, theproceeds of loans (partial renewal) stand out, the inflows of Trade Finance operations, cash and redemptions of securities in addition to the inflow of transfer and credit card operations.  Internal Communication  In the process of liquidity risk management, reports are distributed daily to the areas involved in management and control, as well as to Management. This process includes the use of several analysis instruments to monitor liquidity, such as:  ·Daily distributionof liquidity control instruments; ·Automaticintra-day update of the liquidity reports for appropriate management by the Treasury Department; ·Preparation of reports with past behavior and future simulations based on scenarios; ·Daily verification of compliance with minimumliquidity levels; and ·Weekly reports to the Board of ExecutiveOfficers, showing the behavior and expectations related to the liquiditysituation.  The liquidity risk management process also has an alert system that selects the appropriate reporting level according to the percentage of the established limit utilized. Thus, the lower the volume available resources concerning the minimum reserve of liquidity for stressful situations, the higher the number and echelon of Senior Management members who receive the reports.  Undiscounted cash flows of financial liabilities  The table below presents the cash flows payable for non-derivative financial liabilities, covering the remaining contractual period to maturity as from the date of the consolidated statement of financial position. The values disclosed in this table represent the undiscounted contractual cash flows.  R$ thousandDecember 31, 2016Up to 1 month

   From 1 to 3 months

   From 3 months to 1 year

   From 1 to 5 years

   More than 5 years

   TotalDeposits from banks

   166,104,038

   18,369,626

   67,893,343

   57,316,125

   6,602,647

   316,285,779Deposits from customers

   137,186,325

   9,655,017

   16,460,997

   87,377,222

   103,507

   250,783,068Funds from securities issued

   10,239,074

   11,971,886

   78,896,618

   91,190,406

   1,850,999

   194,148,983Subordinated debt

   439,974

   2,268,618

   11,958,373

   24,756,298

   32,110,903

   71,534,166Other financial liabilities (1)

   41,547,649

   9,025,726

   2,516,140

   3,837,647

   4,663,580

   61,590,742Total liabilities

   355,517,060

   51,290,873

   177,725,471

   264,477,698

   45,331,636

   894,342,738
    F-68IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  R$ thousandDecember 31, 2015Up to 1 month

   From 1 to 3 months

   From 3 months to 1 year

   From 1 to 5 years

   More than 5 years

   TotalDeposits from banks

   150,331,118

   20,291,509

   71,326,932

   65,961,025

   7,919,945

   315,830,529Deposits from customers

   130,723,632

   5,248,961

   17,115,696

   56,442,974

   -

   209,531,263Funds from securities issued

   5,656,769

   5,745,925

   44,293,275

   91,813,081

   1,362,297

   148,871,347Subordinated debt

   1,326

   393

   220,054

   34,278,197

   28,955,215

   63,455,185Other financial liabilities (1)

   33,004,342

   2,704,788

   6,198,291

   3,669,150

   4,593,310

   50,169,881Total liabilities

   319,717,187

   33,991,576

   139,154,248

   252,164,427

   42,830,767

   787,858,205
 (1) Include, mainly, credit card transactions, foreign exchange transactions, negotiation and intermediation of securities, finance leasing and capitalization bonds.  The assets available to meet all the obligations and cover the outstanding commitments include cash and cash equivalents, financial assets, loans and advances. Management may also cover unexpected cash outflows by selling securities and by having access to sources of additional funds, such as asset-backed-markets.  The previous table shows the undiscounted contractual cash flows of the to financial liabilities of the Organization. The cash flows that the Organization estimates for these instruments may vary significantly from those presented. For example, it is expected that demand deposits of customers will maintain a stable or increasing balance, and it is not expected that these deposits will be withdrawn immediately.  The gross cash outflows presented in the previous table refer to the undiscounted contractual cash flow related to the financial liability.  In the Organization, liquidity-risk management involves a series of controls, mainly related to the establishment of technical limits, with the ongoing evaluation of the positions assumed and the financial instruments used.  Undiscounted cash flows for derivatives  All the derivatives of the Organization are settled at net value, and include:  ·Foreign currency derivatives – over-the-counter currency options, currency futures, and currency options traded on an exchange; and  ·Interest rate derivatives – interest rate swaps, foward rate contracts, interest rate options, other interest rate contracts, interest rate futures traded on an exchange and interest rate options traded on an exchange.  The table below analyzes the derivative financial liabilities that will be settled at net value, grouped based on the period remaining from the reporting date to the respective maturity date. The values disclosed in the table are undiscounted cash flows.   BradescoF-69


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  R$ thousandDecember 31, 2016Up to 1 month

   From 1 to 3 months

   From 3 months to 1 year

   From 1 to 5 years

   More than 5 years

   TotalDifferential of swaps payable

   1,426,666

   183,769

   546,569

   8,695,486

   169,285

   11,021,775Non-deliverable forwards

   1,772,919

   264,887

   542,923

   158,670

   547

   2,739,946·Purchased

   212,953

   256,669

   534,800

   150,289

   547

   1,155,258·Sold

   1,559,966

   8,218

   8,123

   8,381

   -

   1,584,688Premiums of options

   150,945

   28,342

   40,154

   43,217

   -

   262,658Adjustment payables - future

   19,164

   -

   -

   -

   -

   19,164Total of derivative liabilities

   3,369,694

   476,998

   1,129,646

   8,897,373

   169,832

   14,043,543
 R$ thousandDecember 31, 2015Up to 1 month

   From 1 to 3 months

   From 3 months to 1 year

   From 1 to 5 years

   More than 5 years

   TotalDifferential of swaps payable

   6,095,945

   590,439

   1,212,280

   7,920,786

   456,162

   16,275,612Non-deliverable forwards

   2,737,511

   195,041

   378,029

   36,575

   -

   3,347,156·Purchased

   18,744

   14,313

   13,738

   708

   -

   47,503·Sold

   2,718,767

   180,728

   364,291

   35,867

   -

   3,299,653Premiums of options

   11,614

   31,967

   55,803

   21,551

   -

   120,935Adjustment payables - future

   20,614

   -

   -

   -

   -

   20,614Total of derivative liabilities

   8,865,684

   817,447

   1,646,112

   7,978,912

   456,162

   19,764,317
    F-70IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Statement of financial position by maturities  The tables below show the financial assets and liabilities of the Organization segregated by maturities used for the management of liquidity risks, in accordance with the remaining contractual maturities on the reporting date:  R$ thousandDecember 31, 2016Current

   Non-current

   Total1 to 30 days

   31 to 180 days

   181 to 360 days

   1 to 5 years

   More than 5 years

   No stated maturityAssetsCash and balances with banks

   72,554,651

   -

   -

   -

   -

   -

   72,554,651Financial assets held for trading

   18,475,080

   6,768,610

   9,759,221

   134,589,655

   35,837,056

   7,710,224

   213,139,846Financial assets available for sale

   5,629,209

   2,127,660

   4,149,003

   60,251,675

   31,143,446

   9,817,561

   113,118,554Investments held to maturity

   -

   -

   -

   12,932,440

   30,069,588

   -

   43,002,028Financial assets pledged as collateral

   83,646,950

   3,394,834

   1,904,827

   48,753,065

   17,586,901

   -

   155,286,577Loans and advances to banks

   88,759,292

   2,545,217

   2,120,712

   1,398,574

   14,341

   -

   94,838,136Loans and advances to customers

   58,151,213

   87,409,338

   54,879,049

   125,744,273

   41,119,161

   -

   367,303,034Other financial assets (1)

   25,657,932

   633,472

   287,442

   10,384,379

   2,207,966

   -

   39,171,191Total financial assets

   352,874,327

   102,879,131

   73,100,254

   394,054,061

   157,978,459

   17,527,785

   1,098,414,017LiabilitiesDeposits from banks

   162,977,360

   63,417,792

   19,850,717

   50,045,413

   5,371,400

   -

   301,662,682Deposits from customers (2)

   137,252,829

   15,331,311

   9,457,530

   70,641,804

   64,455

   -

   232,747,929Financial liabilities held for trading

   12,428,599

   534,525

   279,662

   192,649

   243

   -

   13,435,678Funds from securities issued

   7,295,059

   45,280,096

   40,140,968

   57,237,747

   1,148,068

   -

   151,101,938Subordinated debt

   426,665

   3,904,856

   7,068,023

   21,554,158

   19,657,362

   -

   52,611,064Insurance technical provisions and pension plans (2)

   182,739,608

   3,342,339

   1,306,760

   28,451,293

   -

   -

   215,840,000Other financial liabilities (3)

   41,547,649

   9,025,726

   2,516,140

   3,837,647

   4,663,580

   -

   61,590,742Total financial liabilities

   544,667,769

   140,836,645

   80,619,800

   231,960,711

   30,905,108

   -

   1,028,990,033
    BradescoF-71


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  R$ thousandDecember 31, 2015Current

   Non-current

   Total1 to 30 days

   31 to 180 days

   181 to 360 days

   1 to 5 years

   More than 5 years

   No stated maturityAssetsCash and balances with banks

   72,091,764

   -

   -

   -

   -

   -

   72,091,764Financial assets held for trading

   3,612,532

   44,910,148

   65,668,238

   17,239,116

   5,845,695

   22,347,720

   159,623,449Financial assets available for sale

   15,492,144

   14,989,348

   14,699,465

   37,119,401

   26,071,346

   9,323,746

   117,695,450Investments held to maturity

   1,614

   310

   1,080

   4,692,585

   35,307,971

   -

   40,003,560Financial assets pledged as collateral

   117,735,013

   4,664,281

   535,117

   7,948,870

   13,606,640

   -

   144,489,921Loans and advances to banks

   25,966,200

   5,125,023

   2,631,802

   1,893,758

   3,627

   -

   35,620,410Loans and advances to customers

   48,849,077

   81,615,491

   49,906,092

   128,028,009

   36,469,795

   -

   344,868,464Other financial assets (1)

   21,155,622

   359,485

   377,601

   9,690,087

   1,246,693

   -

   32,829,488Total financial assets

   304,903,966

   151,664,086

   133,819,395

   206,611,826

   118,551,767

   31,671,466

   947,222,506LiabilitiesDeposits from banks

   149,715,213

   65,563,266

   20,681,344

   51,391,187

   6,552,381

   -

   293,903,391Deposits from customers (2)

   130,851,646

   11,850,391

   9,485,648

   42,322,415

   -

   -

   194,510,100Financial liabilities held for trading

   18,666,928

   381,846

   198,067

   98,888

   -

   -

   19,345,729Funds from securities issued

   4,620,768

   20,161,644

   28,486,433

   55,534,303

   1,046,899

   -

   109,850,047Subordinated debt

   275,151

   3,078

   189,632

   26,809,456

   23,005,619

   -

   50,282,936Insurance technical provisions and pension plans (2)

   141,710,109

   2,787,753

   940,009

   25,503,069

   -

   -

   170,940,940Other financial liabilities (3)

   33,004,342

   6,707,561

   2,195,518

   3,669,150

   4,593,310

   -

   50,169,881Total financial liabilities

   478,844,157

   107,455,539

   62,176,651

   205,328,468

   35,198,209

   -

   889,003,024
  (1)Includes mainly foreign exchange transactions, debtors for guarantee deposits and negotiation and intermediation of securities; (2)Demand and savings deposits and insurance technical provisions and pension plans comprising VGBL and PGBL products are classified as up to 30 days, without considering average historical turnover; and (3)Includes mainly credit card transactions, foreign exchange transactions, negotiation and intermediation of securities, finance leasing and capitalization bonds.    F-72IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 The tables below show the assets and liabilities of the Company segregated by current and non-current, on the reporting date:  R$ thousandDecember 31, 2016Current

   Non-current

   TotalAssetsTotal financial assets

   528,853,712

   569,560,305

   1,098,414,017Non-current assets held for sale

   1,578,966

   -

   1,578,966Investments in associated companies

   -

   7,002,778

   7,002,778Property and equipment

   -

   8,397,116

   8,397,116Intangible assets and goodwill

   -

   15,797,526

   15,797,526Taxes to be offset

   3,114,609

   4,608,602

   7,723,211Deferred income tax assets

   -

   45,116,863

   45,116,863Other assets

   5,278,675

   2,720,504

   7,999,179Total non-financial assets

   9,972,250

   83,643,389

   93,615,639Total assets

   538,825,962

   653,203,694

   1,192,029,656LiabilitiesTotal financial liabilities

   766,124,214

   262,865,819

   1,028,990,033Other provisions

   4,293,374

   13,999,035

   18,292,409Current income tax liabilities

   2,130,286

   -

   2,130,286Deferred income tax liabilities

   36,943

   1,726,005

   1,762,948Other liabilities

   34,917,264

   457,509

   35,374,773Total non-financial liabilities

   41,377,867

   16,182,549

   57,560,416Total equity

   -

   105,479,207

   105,479,207Total liabilities and equity

   807,502,081

   384,527,575

   1,192,029,656
    R$ thousandDecember 31, 2015Current

   Non-current

   TotalAssetsTotal financial assets

   477,347,690

   469,874,816

   947,222,506Non-current assets held for sale

   1,247,106

   -

   1,247,106Investments in associated companies

   -

   5,815,325

   5,815,325Property and equipment

   -

   5,504,435

   5,504,435Intangible assets and goodwill

   -

   7,409,635

   7,409,635Taxes to be offset

   2,497,111

   4,320,316

   6,817,427Deferred income tax assets

   -

   45,397,879

   45,397,879Other assets

   4,896,521

   2,392,688

   7,289,209Total non-financial assets

   8,640,738

   70,840,278

   79,481,016Total assets

   485,988,428

   540,715,094

   1,026,703,522LiabilitiesTotal financial liabilities

   648,476,347

   240,526,677

   889,003,024Other provisions

   1,199,443

   14,164,874

   15,364,317Current income tax liabilities

   2,781,104

   -

   2,781,104Deferred income tax liabilities

   -

   772,138

   772,138Other liabilities

   27,197,846

   670,331

   27,868,177Total non-financial liabilities

   31,178,393

   15,607,343

   46,785,736Total equity

   -

   90,914,762

   90,914,762Total liabilities and equity

   679,654,740

   347,048,782

   1,026,703,522
    BradescoF-73


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 3.4.Fair value of financial assets and liabilities  The Organization applies IFRS 13 for financial instruments measured in the consolidated statement of financial position at fair value, which requires disclosure of fair-value measurements according to the following fair-value hierarchy of fair value measurement:  ·Level 1  Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active market, as well as Brazilian government securities that are highly liquid and are actively traded in over-the-counter markets.  ·Level 2  Valuation uses observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data, including but not limited to yield curves, interest rates, volatilities, equity or debt prices and foreign exchange rates.  ·Level 3  Valuation uses unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities normally include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant Management judgment or estimation. This category generally includes certain corporate and bank debt securities and certain derivative contracts.  To fair value securities which have no consistent, regulatory updated, public price source,  Bradesco uses models defined by the mark-to-market Commission and documented in the mark-to-mark manual for each security type. Through the use of methods and both mathematical and financial models which capture the effects and variations in the prices of marked-to-market assets, or similar instruments, Bradesco is able to ascertain in a clear and consistent manner the determination of fair value of its level 3 assets and liabilities.    F-74IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 The tables below present the composition of the financial assets and liabilities measured at fair value, classified using the hierarchical levels:  R$ thousandDecember 31, 2016Level 1

   Level 2

   Level 3

   Fair ValueBrazilian government securities

   157,346,640

   3,756,680

   79

   161,103,399Corporate debt and marketable equity securities

   3,740,235

   6,356,302

   287,145

   10,383,682Bank debt securities

   470,676

   18,129,451

   -

   18,600,127Mutual funds

   4,295,403

   8,378

   -

   4,303,781Foreign governments securities

   635,390

   -

   -

   635,390Brazilian sovereign bonds

   1,358,025

   -

   -

   1,358,025Financial assets held for trading

   167,846,369

   28,250,811

   287,224

   196,384,404Derivative financial instruments (assets)

   26,632

   16,728,802

   8

   16,755,442Derivative financial instruments (liabilities)

   -

   (13,427,053)

   (8,625)

   (13,435,678)Derivatives

   26,632

   3,301,749

   (8,617)

   3,319,764Brazilian government securities

   59,149,326

   -

   48,702

   59,198,028Corporate debt securities

   2,470,652

   38,431,230

   1,240,826

   42,142,708Bank debt securities

   1,063,157

   495,886

   -

   1,559,043Brazilian sovereign bonds

   401,214

   -

   -

   401,214Marketable equity securities and other stocks

   3,387,158

   2,706,578

   3,723,825

   9,817,561Financial assets available for sale

   66,471,507

   41,633,694

   5,013,353

   113,118,554Brazilian government securities

   61,812,995

   -

   -

   61,812,995Corporate debt securities

   3,899,878

   -

   -

   3,899,878Bank debt securities

   4,742,273

   -

   -

   4,742,273Brazilian sovereign bonds

   102,841

   -

   -

   102,841Financial assets pledged as collateral

   70,557,987

   -

   -

   70,557,987Total

   304,902,495

   73,186,254

   5,291,960

   383,380,709
  R$ thousandDecember 31, 2015Level 1

   Level 2

   Level 3

   Fair ValueBrazilian government securities

   91,024,831

   2,808,135

   150

   93,833,116Corporate debt and marketable equity securities

   2,726

   7,462,571

   209,060

   7,674,357Bank debt securities

   602,526

   14,720,225

   -

   15,322,751Mutual funds

   21,711,385

   -

   -

   21,711,385Foreign governments securities

   784,507

   -

   -

   784,507Brazilian sovereign bonds

   1,426,416

   -

   -

   1,426,416Financial assets held for trading

   115,552,391

   24,990,931

   209,210

   140,752,532Derivative financial instruments (assets)

   77,357

   18,793,525

   35

   18,870,917Derivative financial instruments (liabilities)

   -

   (19,325,312)

   (20,417)

   (19,345,729)Derivatives

   77,357

   (531,787)

   (20,382)

   (474,812)Brazilian government securities

   66,150,482

   -

   65,370

   66,215,852Corporate debt securities

   4,460,456

   29,657,956

   1,643,401

   35,761,813Bank debt securities

   3,449,165

   1,193,879

   -

   4,643,044Brazilian sovereign bonds

   4,791

   -

   -

   4,791Foreign governments securities

   1,746,204

   -

   -

   1,746,204Marketable equity securities and other stocks

   2,293,172

   2,654,155

   4,376,419

   9,323,746Financial assets available for sale

   78,104,270

   33,505,990

   6,085,190

   117,695,450Brazilian government securities

   29,158,113

   -

   -

   29,158,113Corporate debt securities

   2,488,929

   -

   -

   2,488,929Bank debt securities

   1,817,967

   -

   -

   1,817,967Financial assets pledged as collateral

   33,465,009

   -

   -

   33,465,009Total

   227,199,027

   57,965,134

   6,274,018

   291,438,179
   BradescoF-75


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Derivative Assets and Liabilities  The Organization ́s derivative positions are determined using quantitative models that require the use of multiple inputs including interest rates, prices and indices to generate continuous yield or pricing curves and volatility factors. The majority of market inputs are observable and can be obtained, from BM&FBovespa (principal source) and the secondary market. Exchange traded derivatives valued using quoted prices are classified within Level 1 of the valuation hierarchy. However, few classes of derivative contracts are listed on an exchange; those that are not are classified as Level 2 or Level 3.  The yield curves are used to determine the fair value by the method of discounted cash flow, for currency swaps and swaps based on other risk factors. The fair value of futures and forward contracts is also determined based on quoted markets prices on the exchanges for exchanges-traded derivatives or using similar methodologies to those described for swaps. The fair value of options is determined using external quoted prices or mathematical models, such as Black-Scholes, using yield curves, implied volatilities and the fair value of the underlying asset. Current market prices are used to determine the implied volatilities. The majority of these models do not contain a high level of subjectivity as the methodologies used in the models do not require significant judgment and inputs to the model are readily observable from active quoted markets. Such instruments are generally classified within Level 2 of the valuation hierarchy. The fair values of derivative assets and liabilities also include adjustments for market liquidity, counterparty credit quality and other specific factors, where appropriate.  Derivatives that are valued based on mainly unobservable market parameters and that are not actively traded are classified within Level 3 of the valuation hierarchy. Level 3 derivatives include credit default swaps which have corporate debt securities as underlyings.  The table below presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years 2016 and 2015:  R$ thousandFinancial assets held for trading

   Financial assets available for sale

   Derivatives

   TotalBalance onDecember 31, 2014

   8,075,941

   40,903,977

   -

   48,979,918Included in the statement of income and other comprehensive income

   451,287

   2,494,337

   -

   2,945,624Acquisitions

   1,101,585

   7,469,980

   (20,382)

   8,551,183Sale

   (2,387,864)

   (5,340,777)

   -

   (7,728,641)Transfer levels

   (7,031,739)

   (27,023,324)

   -

   (34,055,063)Transfer to investments held to maturity

   -

   (12,419,003)

   -

   (12,419,003)Balance on December31, 2015

   209,210

   6,085,190

   (20,382)

   6,274,018Included in the statement of income and other comprehensive income

   13,155

   (1,174,225)

   -

   (1,161,070)Acquisitions

   3,833

   2,178,445

   11,793

   2,194,071Sale

   (7,633)

   (445,173)

   (28)

   (452,834)Transfer with categories

   274,001

   (274,001)

   -

   -Transfer levels

   (205,341)

   (1,356,884)

   -

   (1,562,225)Balance on December 31, 2016

   287,224

   5,013,353

   (8,617)

   5,291,960
  In 2016, there was a transfer of securities from Level 3 to other levels of classification, mainly for  level 2 in the amount R$ 1,562,225 thousand (2015 - R$ 34,055,063 thousand). The transfer refers, basically, to Corporate debt securities, which were based on the fair value obtained from   F-76IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 internal pricing models, mainly customer internal rating, began to be calculated based on observable market data (Anbima’s credit curve). In 2015, R$ 12,419,003 thousand were reclassified Certificates of real estate receivables from category “Financial assets available for sale” to the category “Investments held to maturity”, due to the change of intention of the Management.  The tables below show the gains/(losses) due to changes in fair value, including the realized and unrealized gains and losses, recorded in the consolidated statement of income for Level 3 assets and liabilities during the years 2016, 2015 and 2014:  R$ thousandYear ended December 31, 2016Financial assets held for trading

   Financial assets available for sale

   Financial assets pledged as collateral

   TotalInterest and similar income

   16,518

   207,164

   -

   223,682Net trading gains/(losses) realized and unrealized

   (3,363)

   (1,381,389)

   -

   (1,384,752)Total

   13,155

   (1,174,225)

   -

   (1,161,070)
  R$ thousandYear ended December 31, 2015Financial assets held for trading

   Financial assets available for sale

   Financial assets pledged as collateral

   TotalInterest and similar income

   440,791

   1,399,443

   -

   1,840,234Net trading gains/(losses) realized and unrealized

   10,496

   1,094,894

   -

   1,105,390Total

   451,287

   2,494,337

   -

   2,945,624
  R$ thousandYear ended December 31, 2014Financial assets held for trading

   Financial assets available for sale

   Financial assets pledged as collateral

   TotalInterest and similar income

   1,169,354

   3,719,015

   244,964

   5,133,333Net trading gains/(losses) realized and unrealized

   13,365

   (541,231)

   81,980

   (445,886)Total

   1,182,719

   3,177,784

   326,944

   4,687,447
  The tables below show the gains/(losses) due to the changes in fair value, including the realized and unrealized gains and losses, recorded in the statement of income for Level 3 assets and liabilities, which were not settled during the years 2016, 2015 and 2014:  R$ thousandYear ended December 31, 2016Financial assets held for trading

   Financial assets pledged as collateral

   TotalNet gains/(losses) due to changes in fair value

   (3,363)

   -

   (3,363)Total

   (3,363)

   -

   (3,363)
    BradescoF-77


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  R$ thousandYear ended December 31, 2015Financial assets held for trading

   Financial assets pledged as collateral

   TotalNet gains/(losses) due to changes in fair value

   9,420

   -

   9,420Total

   9,420

   -

   9,420
  R$ thousandYear ended December 31, 2014Financial assets held for trading

   Financial assets pledged as collateral

   TotalNet gains/(losses) due to changes in fair value

   (32,104)

   79,710

   47,606Total

   (32,104)

   79,710

   47,606
  Sensitivity analysis for financial assets classified as Level 3  R$thousandDecember 31, 2016Impact on income (1)

   Impact on shareholders’ equity (1)Scenario 1

   Scenario 2

   Scenario 3

   Scenario 1

   Scenario 2

   Scenario 3Interest rate in BRL

   (1)

   (271)

   (476)

   (26)

   (6,205)

   (11,088)Price indices

   -

   -

   -

   (8)

   (1,047)

   (1,953)Equities

   -

   -

   -

   (19,481)

   (487,018)

   (974,037)
 (1)Values net of taxes.  R$thousandDecember 31, 2015Impact on income (1)

   Impact on shareholders’ equity (1)Scenario 1

   Scenario 2

   Scenario 3

   Scenario 1

   Scenario 2

   Scenario 3Interest rate in BRL

   -

   (1)

   (3)

   (16)

   (4,228)

   (7,399)Price indices

   (69)

   (10,986)

   (20,489)

   (350)

   (58,074)

   (107,165)Equities

   -

   -

   -

   (24,141)

   (603,532)

   (1,207,063)
 (1)Values net of taxes. The sensitivity analyses were carried out based on the scenarios prepared for the dates shown, always taking into consideration market inputs available at the time and scenarios that would adversely impact our positions, in accordance with the scenarios below:  Scenario 1:Based on market information (BM&FBOVESPA, Anbima, etc.), stresses were applied for 1 basis point on the interest rate and 1% variation on prices. For example: for a Real/US dollar exchange rate of R$ 3.25 a scenario of R$ 3.28 was used, while for a 1-year fixed interest rate of 11.54%, a 11.55% scenario was applied;  Scenario 2:25% stresses were determined based on market information. For example: for a Real/US dollar exchange rate of R$ 3.25 a scenario of R$ 4.06 was used, while for a 1-year fixed interest rate of 11.54%, a 14.42% scenario was applied. The scenarios for other risk factors also had 25% stresses in the respective curves or prices; and  Scenario 3:50% stresses were determined based on market information. For example: for a Real/US dollar quote of R$ 3.25 a scenario of R$ 4.87 was used, while for a 1-year fixed interest rate of 11.54%, a 17.30% scenario was applied; The scenarios for other risk factors also had 50% stresses in the respective curves or prices.  F-78IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Financial instruments not measured at fair value  The table below summarizes the carrying amounts and the fair values of the financial assets and liabilities that were not presented in the consolidated statements of financial position at their fair value, classified using the hierarchical levels:  R$ thousandDecember 31, 2016Fair Value

   Carrying amountLevel 1

   Level 2

   Level 3

   TotalFinancial assetsFinancial assets pledged as collateral1.Securities purchased under agreements to resell

   -

   84,728,590

   -

   84,728,590

   84,728,590Held to maturity

   32,875,426

   11,379,323

   -

   44,254,749

   43,002,028Loans and receivables2. Banks (1)

   -

   94,838,136

   -

   94,838,136

   94,838,136Customers (1)

   -

   -

   362,156,027

   362,156,027

   367,303,034Financial liabilitiesDeposits from banks

   -

   -

   301,497,406

   301,497,406

   301,662,682Deposits from customers

   -

   -

   232,224,796

   232,224,796

   232,747,929Funds from securities issued

   -

   -

   151,622,981

   151,622,981

   151,101,938Subordinated debt

   -

   -

   53,436,792

   53,436,792

   52,611,064
  R$ thousandDecember 31, 2015Fair Value

   Carrying amountLevel 1

   Level 2

   Level 3

   TotalFinancial assetsFinancial assets pledged as collateral•Securities purchased under agreements to resell

   -

   111,024,912

   -

   111,024,912

   111,024,912Held to maturity

   27,387,974

   -

   11,226,056

   38,614,030

   40,003,560Loans and receivables•Banks (1)

   -

   35,620,410

   -

   35,620,410

   35,620,410•Customers (1)

   -

   -

   340,574,061

   340,574,061

   344,868,464Financial liabilitiesDeposits from banks

   -

   -

   293,242,911

   293,242,911

   293,903,391Deposits from customers

   -

   -

   193,919,119

   193,919,119

   194,510,100Funds from securities issued

   -

   -

   110,005,449

   110,005,449

   109,850,047Subordinated debt

   -

   -

   49,752,718

   49,752,718

   50,282,936
 (1)Amounts of loans and receivables are presented net of the provision for impairment losses.    BradescoF-79


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 Below we list the methodologies used to determine the fair values presented above:  Loans and receivables  Fair values were estimated for groups of similar loans based upon type of loan, credit quality and maturity.Fair value for fixed-rate transactions was determined by discounted cash flow estimates using interest rates approximately equivalent to our rates for new transactions based on similar contracts.Where credit deterioration has occurred, estimated cash flows for fixed and floating-rate loans have been reduced to reflect estimated losses.  The fair values for performing loans are calculated by discounting scheduled principal and interest cash flows through maturity using market discount rates and yield curves that reflect the credit and interest rate risk inherent to the loan type at each reporting date. The fair values for impaired loans are based on discounting cash flows or the value of underlying collateral.  The non-performing loans were allocated into each loan category for purposes of calculating the fair-value disclosure. Assumptions regarding cash flows and discount rates are based on available market information and specific borrower information.  Held to maturity  Investments held to maturity are carried at amortized cost. Fair values are estimated according to the assumptions described on Note 2(f). See Note 22 for further details regarding the amortized cost and fair values of held-to-maturity securities.  Deposits from banks and customers  The fair value of fixed-rate deposits with stated maturities was calculated using the contractual cash flows discounted with current market rates for instruments with similar maturities and terms. For floating-rate deposits, the carrying amount was considered to approximate fair value.  Funds from securities issued  The carrying values of funds from securities issued approximate the fair values of these instruments.  Subordinated debt  Fair values for subordinated debts were estimated using a discounted cash flow calculation that applies interest rates available in the market for similar maturities and terms.  3.5.Capitalmanagement  Capital Management Corporate Process  The Capital Management provides the conditions required to meet the Organization's strategic goals and face the risks inherent to its activities. It includes the preparation of the capital plan, identifying the contingency actions to be considered in stress scenarios.  In line with the strategic guidelines, the Organization manages capital, involving the control and business areas, in accordance with the guidelines of the Board of Executive Officers and Board of Directors.  F-80IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  The governance structure for the capital management and the Internal Capital Adequacy Assessment Process (ICAAP) is composed by Committees and its highest level body is the Board of Directors. The most important is the Planning, Budget and Control Department, whose mission is to provide the efficient and effective management of the business through strategic management and planning, supporting the Top Management by providing analyses and projections of capital requirements and availability, identifying threats and opportunities that help plan the sufficiency and optimization of capital levels. The Department is responsible for complying with the provisions ofBrazilian Central Bankregarding capital management activities.  Capital Adequacy  This process is followed up daily to ensure that the Organization maintains a solid capital base to support its operations and to cover the risks incurred, either in normal situations or in extreme market conditions, besides complying with regulatory requirements.  According to the Central Bank, financial institutions are required to permanently maintain capital and additional Common Equity Tier I compatible with the risks from their activities, represented by Risk-Weighted Asset (RWA), which is calculated based on, at least, the sum of Credit, market and operational risk installments.  Additionally, the Organization must maintain enough capital to meet the interest rate risk from operations not included in the trading portfolio (BankingPortfolio’s interest rate risk), calculated using the EVE(Economic Value Equity)method.   BradescoF-81


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Analysis of Reference Equity (PR)  Following is the detailed information on the Organization's Capital, in compliance with thePrudentialConglomerate (1):  Calculation basis – Capital Adequacy Ratio (1)

   R$thousandBasel IIIDecember 312016

   2015PrudentialTier I capital

   78,762,886

   77,506,951Common Equity tier I

   73,747,016

   77,506,951Shareholders’ equity

   100,442,413

   88,906,644Minority / Other

   60,615

   -Prudential adjustments (1)(2)

   26,756,012

   (11,399,693)Additional Capital (3)

   5,015,870

   -Tier II capital

   22,363,950

   25,318,399Subordinated debt

   22,363,950

   25,318,399Capital (a)

   101,126,836

   102,825,350- Credit risk

   589,977,243

   556,440,558- Market risk

   15,767,767

   18,670,132- Operational risk

   50,443,507

   37,106,557Risk-weighted assets – RWA (b)

   656,188,517

   612,217,247Banking Book's Interest Rate Risk

   4,142,339

   3,701,899Margin (Capital Buffer) (4)

   28,084,702

   35,481,453Capital adequacy ratio (a / b)

   15.4%

   16.8%Tier I capital

   12.0%

   12.7%- Common equity

   11.2%

   12.7%-Additional Capital

   0.8%

   -Tier II capital

   3.4%

   4.1%
 (1)As per January 2016, the factor applied to prudential adjustments went from 40% to 60%, according to the timeline for application of deductions of prudential adjustments, defined in Article11 ofNational Monetary CouncilResolution no4,192/13; (2)In 2016, it includes the effects of goodwill generated in the acquisition of HSBC Brasil; (3)In November 2016, Brazilian Central Bank authorized the use of Subordinated Letters of Credit to compose the Additional Capital – Tier I; and (4)Real Margin = Lower (PR - PRE - Rban; PR Level I - PRE Level I - Rban; PR Main - PRE Main - Rban) - Conservation Capital.   F-82IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Breakdown of Risk-Weighted Assets (RWA)  Below is the detailed comparison of the risk-weighted assets (RWA) of the Prudential Conglomerate, regulatory approach:  RWA

   R$ thousandDecember 312016

   2015PrudentialCredit risk

   589,977,243

   556,440,558Risk Weight of 0%

   -

   -Risk Weight of 2%

   271,970

   328,283Risk Weight of 20%

   10,725,736

   4,518,512Risk Weight of 35%

   9,114,590

   6,008,247Risk Weight of 50%

   32,434,787

   10,078,977Risk Weight of 75%

   117,017,519

   119,281,405Risk Weight of 85%

   144,006,730

   132,933,131Risk Weight of 100%

   239,369,280

   243,218,248Risk Weight of 250%

   27,655,131

   29,065,106Risk Weight of 300%

   6,825,567

   10,715,057Risk Weight up to 1,250%

   2,555,933

   293,592Market Risk (1)

   15,767,767

   18,670,132Fixed-rate in Reais

   10,537,134

   10,701,612Foreign Currency Coupon

   7,028,051

   3,479,394Price Index Coupon

   342,400

   355,282Interest Rate Coupon

   13,499

   -Equities

   67,392

   876Commodities

   32,466

   559,358Exposure to Gold, Foreign Currencies and Exchange

   4,194,380

   7,850,246Operational Risk

   50,443,507

   37,106,557Corporate Finance

   1,380,459

   1,058,528Trading and Sales

   2,866,659

   3,452,346Retail

   8,349,268

   6,627,621Commercial

   20,699,277

   14,447,459Payment and Settlement

   10,143,694

   7,806,207Financial Agent Services

   3,465,556

   2,365,768Asset Management

   3,392,327

   1,250,498Retail Brokerage

   146,266

   98,130Total Risk Weighted Assets

   656,188,517

   612,217,247Total Capital Requirement

   64,798,616

   67,343,897Banking Portfolio's Interest Rate Risk

   4,142,339

   3,701,899
 (1)To calculate the portion concerning Market Risk, capital requirements will be the greater between of the amount determined using the internal model and 80% of the standard model, according to Brazilian Central Bank Circular Letter 3.646/13.   BradescoF-83


Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Capital Sufficiency  The management of capital is aligned with the strategic planning and is forward looking, anticipating any changes in the economic and commercial environment conditions in which we operate.  The Organization’s capital management aims to ensure, in a permanently way, a capital solid composition to support the development in its activities and ensure appropriate coverage of all risks involved. The Organization maintains a managerial capital margin (buffer), which is added to the minimum regulatory requirements.  The management buffer is defined according to the leading practices and regulatory requirements, observing aspects such as additional impacts generated by stress scenarios, qualitative risks and risks not captured by the regulatory model.  The Organization considers it comfortable to maintain a Tier I Capital margin of at least 25% in relation to the minimum capital requirements in the medium and long term, pursuant to the schedule established by the Brazilian Central Bank for the full adoption of Basel III guidelines.  The Organization’s regulatory capital sufficiency can be seen by calculating the capital adequacy ratio which in this period was 15.4%, of which 12.0% and 11.2% was Tier I and Common Equity Tier I respectively. In terms of margin, the amount totaled R$ 28,084,702 thousand, which would allow for an increase of up to R$ 356,631,140 thousand in loan operations (Retail).  Since January 2015, according to theNational Monetary Council’s Resolution no 4,192/13 which deals with the methodology for calculating the ratios of Common Equity Tier 1, Tier 1 and Total Capital, the regulatory scope became the Prudential Conglomerate. From January 2016 the Prudential adjustments rose from 40% to 60% and the use of subordinated debt eligible for capital issued under the previous rules of the Basel III fell from 70% to 60% of the stock of these debts.  Capital Forecast  The capital management area (ICAAP) is responsible for making simulations and projections of the Organization’s capital, in accordance with the strategic guidelines, the impacts arising from variations and trends of the economic and business environment as well as regulatory changes. The results from the projections are submitted to the Top Management, pursuant to the governance established.  The projections present adequate levels of Principal and Level I Capital indices, considering the incorporation of net profits and the increase in prudential adjustments due to the increase of the factors established in Article 11 ofNational Monetary CouncilResolution 4,192/13 for subsequent periods.  Simulation - Basel III  Based on Basel III rules published by Brazilian Central Bank in March and October 2013, which include the definition of capital and the expansion of risk scope and are being gradually implemented up to 2019, below is the simulation based in strategic assumptions for the PrudentialConglomerate, taking into consideration the full compliance with the rules on the reference date of December 2016, i.e., anticipating all the impacts expected throughout the implementation schedule, according toNational Monetary CouncilResolution no 4,192/13.  F-84IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
    (1) Published (Schedule 60%); (2) Effect of the full impact. Including the reserve of Goodwill / Intangible paid for the purchase of HSBC Brasil, net of amortization and the reallocation of resources, through the payment of dividends by the Insurance Group (Grupo Segurador); (3) Considers the anticipation of the multiplier of installments of market and operational risks, from 9.875% to 8%, in 2019; and the change of the rule for the consolidation of proportional companies, according to Resolution No. 4517/16 of CMN; (4)Refers to the minimum required, according to BCB’s Circulars No. 3,768 / 15 and 3,769 / 15. It should be noted that the BCB set at 0% the installment of the requirements of countercyclical capital, which may reach up to 2.5% in 2019, and includes 1% about a portion of systemic importance in 2019; and (5) Considers the possibility of the Management issuing an additional capital by 2018, with market conditions.   3.6.Insurance risk/subscription risk  Insurance risk is the risk  related to a possible loss event that may occur in the future and for which there is uncertainty over the amount of damages that result from it. A component of insurance risk is underwriting risk, which arises from an adverse economic situation not matching the Organization's expectations at the time of drafting its underwriting policy and calculating insurance premiums. In short, it refers to the risk of the frequency or severity of loss events or benefits exceeding the Organization's estimates.  Underwriting risk is managed by our technical areas. Underwriting and risk acceptance policies are periodically evaluated by working groups. In addition, one of the main tasks of our technical areas is the calculation of regulatory capital for these businesses and certifies studies on the pricing of new products.  The management process seeks to diversify insurance operations, aiming to excel at balancing the portfolio, and is based on the grouping of risks with similar characteristics in order to reduce the impact of individual risks.  Uncertainties over estimated future claim payments  The organization must indemnify all covered events that occurred during the policy period, even if a loss is discovered after coverage ends. As a result, claims are reported over a period and a significant portion of these claims are accounted for in the provisions for incurred and but not reported claims (IBNR). The estimated cost of claims includes direct expenses to be incurred when settling them.  Giving the uncertainties inherent to the process for estimating claims provisions, the final settlement may be different than the original provision.     BradescoF-85


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Asset and liability management (ALM)  The organization periodically analyzes future cash flows on assets and liabilities held in portfolio(ALM - Asset Liability Management). The method used for ALM analysis is to observe the sufficiency or insufficiency of the present value of the stream of assets in relation to the present value of the stream of liabilities, and the duration of assets in relation to that of liabilities. The aim is to verify that the situation of the portfolio of assets and liabilities is balanced in order to honor the Organization's future commitments to its participants and insured persons.  Risk management by product  Monitoring the insurance contract portfolio enables us to track and adjust premiums practiced, as well as assess the need for alterations. Other monitoring tools in use include: (i) sensitivity analysis, and (ii) algorithmic checks and corporate system notifications (underwriting, issuance and claims).  The main risks associated with property insurance  ·Oscillations in the incidence, frequency and severity of the claims and the indemnifications of claims in relation to the expectations; ·Unpredictable claims arising from an isolated risk; ·Inaccurate pricing or inadequate underwriting of risks; ·Inadequate reinsurance policies or risk transfer techniques; and ·Insufficient or excessive technical provisions.  Generally the property insurance underwritten is of short duration.  The underwriting strategies and goals are adjusted by management and informed through internal guidelines and practice and procedure manuals.  The risks inherent to the main property insurance business lines are summarized as follows:  ·Auto insurance includes, among other things, physical damage to the vehicle, loss of the insured vehicle and third-party liability insurance for vehicles; and ·Business, home and miscellaneous insurance includes, among other things, fire risks (fire, explosion and business interruption), natural hazards (earthquakes, storms and floods), engineering lines (explosion of boilers, breakdown of machinery and construction) and marine (cargo and hull) as well as liability insurance.  Property insurance risk management  The Organization monitors and evaluates risk exposure and undertakes the development, implementation and revision of guidelines related to underwriting, treatment of claims, reinsurance and constitution of technical provisions. The implementation of these guidelines and the management of these risks are supported by the technical departments of each risk area.  The Technical Department has developed mechanisms, e.g. risk grouping by CPF, CNPJ and risky addresses, that identify, quantify and manage accumulated exposures in order to keep them within the limits defined in the internal guidelines.    F-86IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 The main risks associated with life-insurance and private-pension plans  Life-insurance and private-pension plans are long-term in nature and, accordingly, various actuarial assumptions are used to manage and estimate the risks involved, such as: assumptions about returns on investments, mortality and persistence rates in relation to each business unit. Estimatesare based on historical experience and on actuarial expectations.  The risks associated with life insurance and private pension plans include:  ·Biometric risks, which includes mortality experience, adverse morbidity, longevity and disability. The mortality risk may refer to policyholders living longer than expected (longevity) or passing away before expected. This is because some products pay a lump sum if the person dies, and others pay regular amounts while the policyholder is alive; ·Policyholder’s behavior risks, which includes persistence rate experience. Low persistence rates for certain products may result in less policies/private pension plan agreements remaining contracted to help cover fixed expenses and may reduce future positive cash flows of the underwritten business. A low persistence rate may affect liquidity of products which carry a redemption benefit; ·Group life-insurance risk results from exposure to mortality and morbidity rates and to operational experience worse than expected on factors such as persistence levels and administrative expenses; and ·Some Life and Pension Plan products have pre-defined yield guarantees, and thereby face risk from changes in financial markets, returns on investments and interest rates that are managed as a part of market risk.  Life-insurance and private-pension-plan risk management  ·The Organization monitors and assesses risk exposure and is responsible for developing, implementing and reviewing policies relating to underwriting, processing claims, and technical reserves for insurance purposes. Implementation of these policies and management of these risks are supported by our technical areas; ·The technical areas have developed mechanisms, such asstatistical reports and performance by typethat identify, quantify and manage accumulated exposures to keep them within limits defined by internal policies; ·Longevity risks are carefully monitored in relation to the most recent data and to the trends in the environments in which the Organization and its subsidiaries and associated companies operate. Management monitors exposure to this risk and the capital implications of it in order to manage the possible impacts, as well as to ensure that business has the capital that it may require. The adminstration adopts improvement assumptions in its calculation of technical provisions in order  to predict and thus be covered for possible impacts generated by the improvement in life expectancy of the insured/assisted population; ·Mortality and morbidity risks are partially mitigated through reinsurance contracts for catastrophes; ·Persistency risk is managed through frequent monitoring of the Organization’s experience. Management has also defined rules on the management and monitoring of persistence and the implementation of specific initiatives to improve the renewal of policies that expire; and ·The risk of a high level of expenses is primarily monitored through the evaluation of the profitability of the business units and the frequent monitoring of expense levels.   BradescoF-87


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
   The main risks associated with health insurance  ·Variations in cause, frequency and severity of indemnities of claims compared to expectations; ·Unforeseen claims resulting from isolated risk; ·Incorrect pricing or inadequate subscription of risks; and
 ·Insufficient or overvalued technical provisions.  For individual health insurance, for which certain provisions are calculated based on expected future cash flows (difference between expected future claims and expected future premiums), there are a number of risks, in addition to those cited above, such as biometric risk, including mortality and longevity experience and the insured's behavioral risk, which covers persistency experience, as well as interest-rate risk that is managed as a part of market risk.  Management of health-insurance risk  ·The Organization monitors and evaluates risk exposure and is responsible for the development, implementation and review of policies that cover subscription, treatment of claims and technical insurance provisions. The implementation of these policies and management of risks are supported by the technical areas; ·The technical areas have developed mechanisms, such asstatistical reports and performance by typethat identify, quantify and manage accumulated exposure in order to keep it within the limits defined by internal policies; ·Longevity risk is carefully monitored using the most recent data and tendencies of the environment in which the Organization operates. Management monitors exposure to this risk and its capital implications in order to manage possible impacts, as well as the funding that the future business needs; ·Persistency risk is managed through the frequent management of the Organization’s experience. Management has also established guidelines for the management of persistency in order to monitor and implement specific initiatives, when necessary, to improve retention of policies; and ·The risk of elevated expenses is primarily monitored through the evaluation of the profitability of business units and the frequent monitoring of expense levels.  Results of sensitivity analysis - Damages, life and health insurance and Life with Survival and Welfare Coverage and Individual Life Insurance  Some test results are shown below. For each sensibility scenario the impact is shown in the income and shareholders' equity after taxes and contributions, in a reasonable and possible change in just a single factor. We emphasize that the insurance operations are not exposed to significant currency risk.  Sensitivity factor

   Description of sensitivity factor appliedInterest rate

   Effect of lowering the risk free forward yield curve rateLoss events

   Impact on the business of increased loss events and claimsLongevity

   Impact of an improved survival estimates on annuity contractsConversion to income

   Impact on annuity contracts of a higher rate of conversion to income
    F-88IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  The sensibility test for Life Insurance withSurvival, Welfare CoverageandIndividual Life Insurancewas made considering the same bases of the LAT test with variation in the assumptions listed below:  R$ thousandDecember 31, 2016Interest rate

   Longevity

   Conversion to incomePercentage adjustment to each assumption:

   -5%

   +0,002%

   + 5%Tradicional plans (contributing period)

   (135,954)

   (30,376)

   (32,535)PGBL and VGBL (contributing period)

   (10,266)

   (1,304)

   (15,788)All plans(retirement benefit period)

   (487)

   (104)

   -Total

   (146,707)

   (31,784)

   (48,323)
  For damages, life and health insurance, except individual life, the table below shows increase in the events/claims were to rise 1 percentage point over the 12 months from the calculation base date.  R$ thousandGross of reinsurance

   Net of reinsuranceDecember 31

   December 312016

   2015

   2016

   2015Auto

   (21,205)

   (21,917)

   (21,205)

   (21,917)RE (Elementary branch)

   (10,809)

   (8,359)

   (9,333)

   (6,410)Life

   (28,358)

   (21,798)

   (28,277)

   (21,708)Health

   (89,907)

   (80,163)

   (89,907)

   (80,163)
  Limitations of sensitivity analysis  Sensitivity analyses show the effect of a change in an important premise while other premises remain unchanged. In real situations, premises and other factors may be correlated. It should also be noted that these sensitivities are not linear and therefore greater or lesser impacts should not be interpolated or extrapolated from these results.  Sensitivity analyses do not take account of the fact that assets and liabilities are managed and controlled. Additionally, theOrganization’sfinancial position may vary with any movement occurring in the market. For example, the risk management strategy aims to manage exposure to fluctuations in the market. As investment markets move, management initiatives may include sales of investments, altered portfolio allocations, and other protective measures.   BradescoF-89


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Risk concentration  Potential exposures to the concentration of risks are monitored by management reports where the results of the contracts sold by regions and type of insurance. The table below shows risk concentration by type of insurance (except health), based on net premiums, net of reinsurance:  Net premiums written by type of insurance, net of reinsurance

   R$ thousandDecember 312016

   2015Auto

   3,924,444

   3,920,821RE (Elementary branch)

   1,593,662

   1,557,301Tradicional plans

   1,499,401

   1,498,935Life insurance

   6,354,034

   5,280,448VGBL

   28,377,786

   24,689,594PGBL

   2,386,631

   2,296,243
  Credit risk of insurance  Credit risk consists of the possible incurrence of losses associated with non-performance, by the borrower or counterparty, of its financial obligations according to agreed terms, as well as the fall in value of any credit agreement as a result of deterioration in the risk classification of the borrower, and other losses related to any non-performance of financial obligations by the counterparty.  Reinsurance policy  Credit risk is involved in purchasing reinsurance and insurance companies must be conservative and selective when choosing their partners Reinsurers are registered with SUSEP, and classified as local, admitted or occasional. Reinsurers classified as admitted and occasional, headquartered abroad, must meet specific minimum requirements set forth in current legislation.  The Bradesco Organization’s policy for purchasing reinsurance and approval of reinsurers are the responsibility of the executive board, observing to the minimum legal requirements and regulations, some of them aimed at minimizing the credit risk intrinsic to the operation, and considering the shareholders' equity consistent with amounts transferred.  Another important aspect of managing reinsurance operations is the fact that the Organization aims to work within its contractual capacity, thereby avoiding high credit risk.  Practically, the value of premiums transferred in reinsurance is relatively small in relation to total premiums written. However, almost all property damage portfolios, except automotive, are hedged by reinsurance which, in most cases, is a combination of proportional and non-proportional plans by risk and/or by event.  Currently, part of the treaty reinsurance contracts (proportional and non-proportional) are transferred to IRB Brasil Resseguros S.A. Some admitted reinsurers participate with lower individual percentages, but all have minimum capital and rating higher than the minimum established by the Brazilian legislation, which, in management's judgment, reduces the credit risk.  Managing credit risk  Credit-risk management in the Organization is a continuous and evolving process including the mapping, development, evaluation and diagnosis of existing models, instruments and procedures that requires a high level of discipline and control in the analysi of operations to preserve the integrity and independence of processes.  F-90IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Risk management includes monitoring exposure to credit risk of individual counterparties through their credit ratings determined by risk rating agencies.  As noted above, credit risk is managed at the corporate level using structured, independent internal procedures based on proprietary documentation and reports, duly assessed by the risk management structures of Organization, and based on the gradual deployment of internal models for the determination, measurement and calculation of capital.  Exposure to insurance credit risk  Management believes that maximum exposure to credit risk arising from premiums to be paid by insured parties is low, since, in some cases, coverage of claims may be canceled (under Brazilian regulations), if premiums are not paid by the due date. Exposure to credit risk for premium receivables differs between risks yet to be incurred and risks incurred, since there is higher exposure on incurred-risk lines for which coverage is provided in advance of payment of the insurance premium.  4)Estimates and judgments  The Organization makes estimates and judgments that affect the reported amount of assets and liabilities within the next financial year including the assets and liabilities arising from the acquisition of HSBC Brasil. All estimates and judgments required in conformity with IFRS are best estimates undertaken in accordance with the applicable standard. Such estimates and judgments are continually evaluated and based on the historical experience and a number of other factors including future event expectations, regarded as reasonable, under the current circumstances.  The estimates and judgments that have a significant risk and might have a relevant impact on the amounts of assets and liabilities within the next financial year are disclosed below. The actual results may be different from those established by these estimates and premises.  Fair value of financial instruments  Financial instruments recognized at fair value in our consolidated financial statements consist primarily of financial assets held for trading, including derivatives and financial assets classified as available for sale. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participant at the management date.  These financial instruments are categorized within a hierarchy based on the lowest level of input that is significant to the fair value measurement. For instruments classified as level 3, we have to apply a significant amount of our own judgment in arriving at the fair value measurements. We base our judgment decisions on our knowledge and observations of the markets relevant to the individual assets and liabilities, and those judgments may vary based on market conditions. In applying our judgment, we look at a range of third-party prices and transaction volumes to understand and assess the extent of market benchmarks available and the judgments or modeling required in third-party processes. Based on these factors, we determine whether the fair values are observable in active markets or whether the markets are inactive.  Imprecision in estimating unobservable market inputs can impact the amount of revenue or loss recorded for a particular position. Furthermore, while we believe our valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different  BradescoF-91


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  estimate of fair value on the reporting date. For a detailed discussion of the determination of fair value of financial instruments, see Note 3.4.  Impairment of financial assets available for sale  We determine that financial assets available for sale are impaired when there has been a significant or prolonged decline in the fair value below its cost (see Note 2(f)(viii)(b)). This determination of what is significant or prolonged requires judgment. In making this judgment, the Organization evaluates, among other factors, the volatility in share price, where such variations involve equity securities.  In addition, valuations are obtained through market prices or valuation models that require the use of certain assumptions or judgments to estimate fair value.  Allowance for impairment on loans and advances  Periodically, the Organization reviews its portfolio of loans and advances evaluating the estimated loss for the impairment of its operations.  The determination of the amount of the allowance for impairment, by its nature, requires judgments and uses assumptions regarding the loan portfolio, both on a portfolio basis and on an individual basis. When we review our loan portfolio as a whole, several factors can affect our estimate of the likely range of losses, including which methodology we use in measuring historical delinquency rates and what historical period we consider in making those measurements.  Additional factors that can affect our determination of the allowance for impairment include:  ·General economic conditions and conditions in the relevant industry; ·Past experience with the relevant debtor or industry, including recent loss experience; ·Credit quality trends; ·Amounts of loan collateral; ·The volume, composition and growth of our loan portfolio; ·The Brazilian government's monetary policy; and ·Any delays in the receipt of information needed to evaluate loans or to confirm existing credit deterioration.  The Organization uses models to assist analysis of the loan portfolio and in determining what impairment should be made. It applies statistical loss factors and other risk indicators to loan pools with similar risk characteristics to arrive at an estimate of incurred losses in the portfolio. Although the models are frequently revised and improved, they are by nature dependent on judgment in relation to  the information and estimates. In addition, the volatility of the Brazilian economy is one of the factors that may lead to greater uncertainty in our models than would be expected in more stable macroeconomic environments. Accordingly, our allowance for impairment may not be indicative of future charge-offs.  For a sensitivity analysis, we assess the impact of an increase in the probability of default (PD) on the allowance. In this assessment an increase in 10% of the PD on December 31, 2016, would have increased the allowance for impairment by R$ 499,214 thousand. This sensitivity analysis is hypothetical, and is only meant to illustrate the impact that the expectation of defaults have on determining the allowance for loan losses.  The process to determine the level of provision for losses from impairment requires estimates and the use of judgment; it is possible that actual losses presented in subsequent periods will differ from those calculated according to current estimates and assumptions.  F-92IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Impairment of goodwill  The Organization has to consider at least annually whether the current carrying value of goodwill is impaired. The first step of the process requires the identification of independent Cash-Generating Units and the allocation of goodwill to these units. The carrying amount of the CGU, including the allocated goodwill, is compared to its recoverable amount to determine whether any impairment exists. If the value in use of a cash-generating unit is less than its carrying value, goodwill will be impaired. Detailed calculations may need to be carried out taking into consideration changes in the market in which a business operates (e.g. competitive activity, regulatory change). The value in use is based upon discounting expected pre-tax cash flows at a risk-adjusted interest rate appropriate to the operating unit, the determination of both requires one to exercise one’s judgment. While forecasts are compared with actual performance and external economic data, expected cash flows naturally reflect the Organization’s view of future performance.  Income tax  The determination of the amount of our income tax liability is complex, and our assessment is related to our analysis of our deferred tax assets and liabilities and income tax payable. In general, our evaluation requires that we estimate future amounts of current and deferred taxes. Our assessment of the possibility that deferred tax assets are realized is subjective and involves assessments and assumptions that are inherently uncertain in nature. The realization of deferred tax assets is subject to changes in future tax rates and developments in our strategies. The underlying support for our assessments and assumptions could change over time as a result of unforeseen events or circumstances, affecting our determination of the amount of our tax liability.  Significant judgment is required in determining whether it is more likely than not that an income tax position will be sustained upon examination, even after the outcome of any related administrative or judicial proceedings based on technical merits. Further judgment is then required to determine the amount of benefit eligible for recognition in our consolidated financial statements.  In addition, we have monitored the interpretation of tax laws by, and decisions of, the tax authorities and Courts so that we can adjust any prior judgment of accrued income taxes. These adjustments may also result from our own income tax planning or resolution of income tax controversies, and may be material to our operating results for any given period. For additional information about income tax, see Note 17.  Technical insurance provisions  Insurance technical provisions (reserves) are liabilities representing estimates of the amounts that will become due at a future date, to or on behalf of our policyholders – see Note 2(o). Expectations of loss ratio, mortality, longevity, length of stay and interest rate are used. These assumptions are based on our experience and are periodically reviewed against industry standards to ensure actuarial credibility.  Contingent liabilities  The Provisions are regularly reviewed and constituted, where the loss is deemed probable, based on the opinion of the legal counsel, the nature of the lawsuit, similarity to previous lawsuits, complexity and the courts standing. Contingencies classified as Probable Loss are recorded in the Consolidated Statements of Financial Position under "Other Provisions".   BradescoF-93


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  5)Operating segments  The Organization operates mainly in the banking and insurance segments. Our banking operations include operations in the retail, middle-market and corporate sectors, leasing, international bank operations, investment bank operations and as a private bank. The Organization also conducts banking segment operations through its branches located throughout the country, in branches abroad and through subsidiaries as well as by means of shareholding interests in other companies. Additionally we are engaged in insurance, supplemental pension plans and capitalization bonds through our subsidiary, Bradesco Seguros S.A. and its subsidiaries.  The following information regarding the segments was prepared based on reports provided to our key management to evaluate performance and make decisions related to the allocation of funds for investments and other purposes. Our key management uses a range of information, including financial information, in accordance with the specific procedures established by Article 3 of the National Monetary Council Resolution no2,723/00, and other provisions of the Accounting Plan of Financial Institutions, and non-financial information measured on different bases.Hence, the segment information demonstrated in the table below was preparedin accordance with the specific procedures established by Article 3 of the National Monetary Council Resolution no2,723/00, and other provisions of the Accounting Plan of Financial Institutionsand the total amounts, which correspond to the consolidated financial statements were demonstrated under IFRS, as issued by IASB.  The main assumptions for the segmentation of income and expenses include (i) surplus cash invested by the entities operating in insurance, supplemental pension and capitalization bonds are included in this segment, resulting in an increase in net interest income; (ii) salaries and benefits and administrative costs included in the insurance, supplemental pension and capitalization bonds segment consist only of cost directly related to these operations, and (iii) costs incurred in the banking operations segment related to the infrastructure of the branch network and other general indirect expenses have not been allocated between segments.   F-94IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Information by operating segment, reviewed by the Organization and corresponding to the years 2016, 2015 and 2014, is shown below:  R$ thousandYear ended December 31, 2016Banking

   Insurance, pension and capitalization bonds

   Other operations (1), adjustments and eliminations

   TotalNet interest income

   49,156,109

   5,374,229

   2,132,651

   56,662,989Net fee and commission income

   20,696,785

   651,482

   (1,007,216)

   20,341,051Net gains/(losses) on financial instruments classified as held for trading

   14,918,934

   1,250,639

   233,197

   16,402,770Net gains/(losses) on financial instruments classified as available for sale

   (1,417,647)

   805,051

   (728,804)

   (1,341,400)Net gains/(losses) on foreign currency transactions

   150,757

   -

   -

   150,757Net income from insurance and pension plans

   -

   4,155,763

   -

   4,155,763Other operating income/(loss)

   13,652,044

   6,211,453

   (495,607)

   19,367,890Impairment of loans and advances

   (18,829,460)

   -

   3,479,182

   (15,350,278)Personnel expenses

   (15,733,611)

   (1,387,935)

   117,763

   (17,003,783)Other administrative expenses

   (14,979,689)

   (1,331,349)

   161,475

   (16,149,563)Depreciation and amortization

   (3,786,599)

   (365,656)

   493,842

   (3,658,413)Other operating income/(expenses)

   (14,421,152)

   243,631

   (173,359)

   (14,004,162)Other operating expense

   (67,750,511)

   (2,841,309)

   4,425,621

   (66,166,199)Income before income taxes andequity in the earnings (losses) of investments in associates and joint ventures

   15,754,427

   9,395,855

   5,055,449

   30,205,731Equity in the earnings (losses) of investments in associates and joint ventures

   1,538,058

   168,691

   (7,024)

   1,699,725Income before income taxes

   17,292,485

   9,564,546

   5,048,425

   31,905,456Income tax and social contribution

   (7,995,420)

   (3,915,822)

   (2,001,488)

   (13,912,730)Net income for the year

   9,297,065

   5,648,724

   3,046,937

   17,992,726Attributable to controlling shareholders

   9,293,766

   5,550,662

   3,049,821

   17,894,249Attributable to non-controlling interest

   3,299

   98,062

   (2,884)

   98,477Total assets

   921,916,290

   266,642,197

   3,471,169

   1,192,029,656Investments in associates and joint ventures

   5,512,372

   1,416,617

   73,789

   7,002,778Total liabilities

   821,182,152

   266,143,979

   (775,682)

   1,086,550,449
    BradescoF-95


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  R$ thousandYear ended December 31, 2015Banking

   Insurance, pension and capitalization bonds

   Other operations (1), adjustments and eliminations

   TotalNet interest income

   46,934,849

   5,973,694

   2,727,499

   55,636,042Net fee and commission income

   19,195,003

   1,497,890

   (2,872,223)

   17,820,670Net gains/(losses) on financial instruments classified as held for trading

   (7,199,397)

   (627,343)

   (425,315)

   (8,252,055)Net gains/(losses) on financial instruments classified as available for sale

   (370,947)

   (353,679)

   52,816

   (671,810)Net gains/(losses) on foreign currency transactions

   (3,523,095)

   -

   -

   (3,523,095)Net income from insurance and pension plans

   -

   5,496,147

   1,358

   5,497,505Other operating income/(loss)

   (11,093,439)

   4,515,125

   (371,141)

   (6,949,455)Impairment of loans and advances

   (16,479,985)

   -

   1,758,833

   (14,721,152)Personnel expenses

   (13,103,515)

   (1,217,211)

   262,679

   (14,058,047)Other administrative expenses

   (13,076,913)

   (1,137,706)

   492,649

   (13,721,970)Depreciation and amortization

   (2,752,946)

   (321,462)

   132,405

   (2,942,003)Other operating income/(expenses)

   (11,726,387)

   (963,525)

   (298,641)

   (12,988,553)Other operating expense

   (57,139,746)

   (3,639,904)

   2,347,925

   (58,431,725)Income before income taxes andequity in the earnings (losses) of investments in associates and joint ventures

   (2,103,333)

   8,346,805

   1,832,060

   8,075,532Equity in the earnings (losses) of investments in associates and joint ventures

   1,358,047

   166,865

   3,139

   1,528,051Income before income taxes

   (745,286)

   8,513,670

   1,835,199

   9,603,583Income tax and social contribution

   12,621,169

   (3,192,918)

   (793,929)

   8,634,322Net income for the year

   11,875,883

   5,320,752

   1,041,270

   18,237,905Attributable to controlling shareholders

   11,874,609

   5,215,765

   1,042,532

   18,132,906Attributable to non-controlling interest

   1,274

   104,987

   (1,262)

   104,999Total assets

   894,579,942

   209,789,872

   (77,666,292)

   1,026,703,522Investments in associates and joint ventures

   4,479,642

   1,255,326

   80,357

   5,815,325Total liabilities

   804,576,173

   188,809,573

   (57,596,986)

   935,788,760
    F-96IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  R$ thousandYear ended December 31, 2014Banking

   Insurance, pension and capitalization bonds

   Other operations (1), adjustments and eliminations

   TotalNet interest income

   43,034,717

   4,556,146

   2,454,904

   50,045,767Net fee and commission income

   17,570,839

   1,557,352

   (2,388,935)

   16,739,256Net gains/(losses) on financial instruments classified as held for trading

   (1,833,589)

   (255,485)

   156,071

   (1,933,003)Net gains/(losses) on financial instruments classified as available for sale

   (296,545)

   (728,720)

   33,371

   (991,894)Net gains/(losses) on foreign currency transactions

   (1,244,680)

   -

   -

   (1,244,680)Net income from insurance and pension plans

   -

   5,410,749

   1,096

   5,411,845Other operating income/(loss)

   (3,374,814)

   4,426,544

   190,538

   1,242,268Impairment of loans and advances

   (10,432,347)

   -

   140,961

   (10,291,386)Personnel expenses

   (12,460,644)

   (1,197,272)

   (9,723)

   (13,667,639)Other administrative expenses

   (12,578,064)

   (1,118,542)

   725,085

   (12,971,521)Depreciation and amortization

   (2,749,282)

   (244,442)

   61,037

   (2,932,687)Other operating income/(expenses)

   (8,914,747)

   (850,149)

   (458,187)

   (10,223,083)Other operating expense

   (47,135,084)

   (3,410,405)

   459,173

   (50,086,316)Income before income taxes andequity in the earnings (losses) of investments in associates and joint ventures

   10,095,658

   7,129,637

   715,680

   17,940,975Equity in the earnings (losses) of investments in associates and joint ventures

   1,220,810

   169,431

   (425)

   1,389,816Income before income taxes

   11,316,468

   7,299,068

   715,255

   19,330,791Income tax and social contribution

   (771,896)

   (2,843,493)

   (298,924)

   (3,914,313)Net income for the year

   10,544,572

   4,455,575

   416,331

   15,416,478Attributable to controlling shareholders

   10,532,724

   4,354,752

   427,467

   15,314,943Attributable to non-controlling interest

   11,848

   100,823

   (11,136)

   101,535Total assets

   872,867,916

   181,949,261

   (124,366,161)

   930,451,016Investments in associates and joint ventures

   2,735,360

   1,176,844

   71,576

   3,983,780Total liabilities

   790,229,118

   161,403,921

   (103,473,828)

   848,159,211
  (1)Other operation represents less than 1% of total assets/liabilities and the net income for the year. The main adjustments from the information disclosed in segments columns are related to the difference between the IFRS and the Segment Report Information as impairment for loans and advance andeffective interest rate.  Our operations are substantially conducted in Brazil. Additionally, as of December 31, 2016, we have a branch in New York, one branch in Grand Cayman, and one branch in London, mainly to complement our banking services and assist in import and export operations for Brazilian customers. Moreover we also have subsidiaries abroad, namely: Banco Bradesco Argentina S.A. (Buenos Aires), Banco Bradesco Europe S.A. (Luxembourg), Bradesco North America LLC (New York), Bradesco Securities, Inc. (New York), Bram US LLC (New York), Bradesco Securities UK Limited (London), Bradesco Services Co., Ltd. (Tokyo), Cidade Capital Markets Ltd. (Grand Cayman), Bradesco Securities Hong Kong Limited (Hong Kong), Bradesco Trade Services Limited (Hong Kong) and Bradescard Mexico, Sociedad de Responsabilidad Limitada (Mexico).  No income from transactions with a single customer or counterparty abroad represented 10% of the Organization’s income in the period of 2016 and 2015.  All transactions between operating segments are conducted on an arm's length basis, with intra-segment revenue and costs being eliminated in "Other operations, adjustments and eliminations". Income and expenses directly associated with each segment are included in determining business-segment performance.   BradescoF-97


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  6)Net interest income  R$ thousandYears ended December 312016

   2015

   2014Interest and similar incomeLoans and advances to banks

   8,689,348

   8,349,194

   8,709,828Loans and advances to customers:- Loan operations

   69,530,396

   62,472,012

   54,584,854- Leasing transactions

   343,626

   444,502

   555,551Financial assets:- For trading

   23,576,526

   13,982,927

   9,357,339- Available for sale

   11,572,618

   11,629,493

   9,537,105- Held to maturity

   6,514,933

   5,253,616

   2,870,674Pledged as collateral

   21,739,202

   20,270,191

   13,953,796Compulsory deposits with the Central Bank

   5,667,516

   4,587,412

   4,277,351Other financial interest income

   66,210

   58,905

   46,598Total

   147,700,375

   127,048,252

   103,893,096Interest and similar expensesDeposits from banks:- Interbank deposits

   (127,617)

   (74,814)

   (86,232)- Funding in the open market

   (26,767,039)

   (23,509,785)

   (19,161,452)- Borrowings and onlending

   (3,865,411)

   (3,092,184)

   (1,821,103)Deposits from customers:- Savings accounts

   (6,712,509)

   (6,450,258)

   (5,440,263)- Time deposits

   (8,746,203)

   (5,942,386)

   (6,441,317)Funds from securities issued

   (17,124,502)

   (11,570,606)

   (6,689,844)Subordinated debt

   (6,298,555)

   (4,669,830)

   (3,787,060)Technical insurance and pension plans

   (21,395,550)

   (16,102,347)

   (10,420,058)Total

   (91,037,386)

   (71,412,210)

   (53,847,329)Net interest income

   56,662,989

   55,636,042

   50,045,767
    F-98IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 7)Net fee and commission income  R$ thousandYears ended December 312016

   2015

   2014Fee and commission incomeCredit cards

   6,251,963

   5,875,029

   5,479,230Current accounts

   6,030,640

   4,941,947

   4,015,897Collections

   1,777,515

   1,573,818

   1,565,709Guarantees

   1,438,409

   1,265,356

   1,013,082Consortium management

   1,278,753

   1,040,109

   880,373Fund management

   1,079,653

   1,054,424

   1,168,787Underwriting

   733,530

   540,879

   636,407Custody and brokerage services

   618,750

   556,701

   520,290Collection of taxes, utility bills and similar

   373,639

   382,427

   371,874Other

   758,235

   626,183

   1,108,331Total

   20,341,087

   17,856,873

   16,759,980Fee and commission expensesFinancial system services

   (36)

   (36,203)

   (20,724)Total

   (36)

   (36,203)

   (20,724)Net fee and commission income

   20,341,051

   17,820,670

   16,739,256
  8)Net gains/(losses) on financial instruments classified as held for trading  R$ thousandYears ended December 312016

   2015

   2014Derivative financial instruments

   10,887,800

   (4,267,748)

   (1,503,052)Equities and investment funds

   860,011

   1,190,432

   1,398,227Fixed income securities

   4,654,959

   (5,174,739)

   (1,828,178)Total

   16,402,770

   (8,252,055)

   (1,933,003)
  9)Net gains/(losses) on financial instruments classified as available for sale  R$ thousandYears ended December 312016

   2015

   2014Equities (1)

   459,223

   (577,401)

   (929,353)Fixed income securities (1)

   (1,918,595)

   (346,032)

   (358,321)Dividends received

   117,972

   251,623

   295,780Total

   (1,143,851)

   (671,810)

   (991,894)
 (1)Includes impairment losses of R$ 2,106,107 thousand in 2016 (2015 - R$ 424,522 thousand and 2014 - R$ 1,214,770 thousand).  10)Net gains/(losses) on foreign currency transactions  Net gains and losses on foreign currency transactions primarily consists of gains or losses from currency trading and translation of monetary items from a foreign currency into the functional currency.    BradescoF-99


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 11)Net income from insurance and pension plans  R$ thousandYears ended December 312016

   2015

   2014Premiums written

   62,470,571

   55,920,681

   47,745,885Supplemental pension plan contributions

   3,679,922

   3,795,219

   3,724,762Coinsurance premiums ceded

   (70,862)

   (88,612)

   (135,728)Premiums returned

   (746,244)

   (522,309)

   (525,895)Net premiums

   65,333,387

   59,104,979

   50,809,024Reinsurance premiums

   (306,265)

   (344,199)

   (354,041)Premiums retained from insurance and pension plans

   65,027,122

   58,760,780

   50,454,983Changes in the provision for insurance

   (29,729,884)

   (25,528,076)

   (21,801,154)Changes in the provision for private pension plans

   (3,052,034)

   (2,757,963)

   (2,207,020)Changes in the insurance technical provisions and pension plans

   (32,781,918)

   (28,286,039)

   (24,008,174)Reported indemnities

   (24,877,804)

   (21,658,594)

   (18,318,200)Claims expenses

   (119,201)

   (69,599)

   (194,870)Recovery of ceded coinsurance

   65,285

   87,053

   75,128Recovery of reinsurance

   141,711

   407,195

   138,514Salvage recoveries

   451,930

   402,718

   329,868Changes in the IBNR provision

   (204,354)

   (892,816)

   (174,128)Retained claims

   (24,542,433)

   (21,724,043)

   (18,143,688)Commissions on premiums

   (2,696,002)

   (1,985,426)

   (1,905,332)Recovery of commissions

   29,927

   21,700

   21,876Fees

   (489,279)

   (1,201,216)

   (1,095,816)Brokerage expenses - private pension plans

   (167,654)

   (188,037)

   (216,557)Changes in deferred commissions

   (224,000)

   99,786

   304,553Selling expenses for insurance and pension plans

   (3,547,008)

   (3,253,193)

   (2,891,276)Net income from insurance and pension plans

   4,155,763

   5,497,505

   5,411,845
  12)Impairment of loans and advances  R$ thousandYears ended December 312016

   2015

   2014Loans and advances:Impairment losses

   (22,357,042)

   (19,527,976)

   (14,514,898)Recovery of credits charged-off as loss

   5,507,507

   4,144,879

   3,924,514Reversal of impairment

   1,499,257

   661,945

   298,998Total

   (15,350,278)

   (14,721,152)

   (10,291,386)
     F-100IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 13)Personnel expenses  R$ thousandYears ended December 312016

   2015

   2014Salaries

   (8,236,617)

   (6,369,727)

   (6,051,522)Benefits

   (3,625,796)

   (2,994,155)

   (2,787,651)Social charges

   (2,862,067)

   (2,402,112)

   (2,344,062)Employee profit sharing

   (1,451,310)

   (1,304,958)

   (1,235,912)Provision for labor disputes

   (663,124)

   (853,660)

   (1,112,906)Training

   (164,869)

   (133,435)

   (135,586)Total

   (17,003,783)

   (14,058,047)

   (13,667,639)
  14)Other administrative expenses  R$ thousandYears ended December 312016

   2015

   2014Third party services

   (4,871,194)

   (4,139,058)

   (3,906,581)Communications

   (1,653,055)

   (1,427,685)

   (1,383,228)Data processing

   (1,612,454)

   (1,222,433)

   (1,087,503)Advertising, promotions and public relations

   (1,124,659)

   (963,308)

   (826,462)Maintenance and conservation of assets

   (1,060,856)

   (926,001)

   (628,363)Financial system

   (1,047,618)

   (830,199)

   (772,099)Rent

   (1,027,561)

   (887,412)

   (838,843)Security and surveillance

   (736,547)

   (606,292)

   (556,705)Transportation

   (719,842)

   (631,085)

   (756,472)Water, electricity and gas

   (384,069)

   (339,267)

   (233,551)Advances to FGC (Deposit Guarantee Association)

   (355,540)

   (303,094)

   (308,360)Materials

   (321,509)

   (315,135)

   (329,489)Travel

   (174,772)

   (157,723)

   (147,566)Other

   (1,059,887)

   (973,278)

   (1,196,299)Total

   (16,149,563)

   (13,721,970)

   (12,971,521)
  15)Depreciation and amortization  R$ thousandYears ended December 312016

   2015

   2014Amortization expenses

   (2,516,777)

   (1,884,281)

   (1,876,298)Depreciation expenses

   (1,141,636)

   (1,057,722)

   (1,056,389)Total

   (3,658,413)

   (2,942,003)

   (2,932,687)
    BradescoF-101


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 16)Other operating income/(expenses)  R$ thousandYears ended December 312016

   2015

   2014Expenses with taxes other than income tax

   (6,331,651)

   (4,791,754)

   (3,926,682)Legal provision

   (2,927,734)

   (1,439,460)

   (1,267,557)Variation in monetary liabilities

   (699,719)

   (597,240)

   (346,369)Income from sales of non-current assets, investments, and property and equipment, net

   (467,042)

   (277,232)

   (362,101)Other (1)

   (3,578,016)

   (5,882,867)

   (4,320,374)Total

   (14,004,162)

   (12,988,553)

   (10,223,083)
 (1)Includes: (i) the effect of the (additions)/reversal of provision for tax contingency in 2016 – R$ (484,227) thousand (2015 -R$ (570,835)thousandand 2014 – R$ 1,378,103thousand);(ii) impairment losses in the amount of 2016 – R$ 31,256 thousand (2015 – R$ 207,880thousandand 2014 – R$ 84,806thousand);and (iii) operating expense related of insurance operation in 2016 – R$ 1,388,645 thousand (2015 -R$ 1,281,381thousandand 2014 – R$ 1,161,567thousand).  17)Income tax and social contribution  a)Calculation of income tax and social contribution charges  R$ milYears ended December 312016

   2015

   2014Income before income tax and social contribution

   31,905,456

   9,603,583

   19,330,791Total income tax and social contribution charges at rates of 25% and 15%, respectively (1)

   (14,357,455)

   (4,321,612)

   (7,732,316)Effect of additions and exclusions in the tax calculation:Earnings (losses) of associates and joint ventures

   764,876

   687,623

   555,926Interest on equity (paid and payable)

   3,139,102

   2,305,695

   1,438,003Net tax credit of deferred liabilities (2)

   -

   2,341,220

   -Other (3)

   (3,459,253)

   7,621,396

   1,824,074Income tax and social contribution for the period

   (13,912,730)

   8,634,322

   (3,914,313)Effective rate

   43.6%

   (89.9)%

   20.2%
 1)Current rates: (i) 25% for income tax; (ii) of 15% for the social contribution to financial and equated companies, and of the insurance industry, and of 20%, from September 2015 to December 2018, in accordance with Lawno13,169/15; and (iii) of 9% for the other companies (Note 2(x)); 2)In 2015, refers to, constitution of deferred tax assets, net of deferred liabilities, related to the increase in the social contribution tax rate, according to Lawno13,169/15; and 3)Basically, includes, (i) the exchange rate variation of assets and liabilities, derived from investments abroad; (ii) the equalization of the effective rate of social contribution in relation to the rate (45% in 2015 and 40% in 2014) shown; and (iii) the deduction incentives.   F-102IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  b)Composition of income tax and social contribution in the consolidated statement of income  R$ thousandYears ended December 312016

   2015

   2014Current taxes:Income tax and social contribution due

   (8,852,947)

   (6,075,948)

   (6,959,862)Deferred taxes:Net Addition/(realization) of temporary differences

   (4,106,008)

   11,424,595

   2,555,080Use of initial balances from:Negative social contribution losses

   (647,282)

   (127,214)

   (347,426)Income tax loss

   (879,276)

   (65,224)

   (546,943)Addition on:Negative social contribution losses

   234,730

   272,793

   589,644Income tax loss

   338,053

   731,419

   795,194Activation of the deferred tax assets – Law No. 13,169/15:Negative social contribution losses

   -

   422,853

   -Temporary additions

   -

   2,051,048

   -Total deferred tax expense

   (5,059,783)

   14,710,270

   3,045,549Income tax and social contribution

   (13,912,730)

   8,634,322

   (3,914,313)
  c)Deferred income tax and social contribution presented in the consolidated statement of financial position  R$ thousandBalance on December 31, 2015

   Balance originating from an acquired institution (1)

   Additions

   Realization

   Balance on December 31,

   2016Provisions of impairment of loans and advances

   22,617,097

   3,938,976

   12,948,736

   16,493,156

   23,011,653Provision for contingencies

   5,720,598

   1,209,685

   2,498,218

   2,077,267

   7,351,234Adjustment to market value of securities

   7,090,939

   109,501

   282,741

   1,994,699

   5,488,482Others

   3,511,581

   440,457

   3,135,635

   2,406,216

   4,681,457Total tax assets on temporary differences (3)

   38,940,215

   5,698,619

   18,865,330

   22,971,338

   40,532,826Income tax and social contribution losses in Brazil and abroad (3)

   5,761,626

   787,878

   572,783

   1,526,558

   5,595,729Adjustment to market value of available for sale (3)

   2,704,484

   32,120

   393,369

   2,636,805

   493,168Social contribution - MP 2,158-35 (change in tax law)

   113,783

   -

   -

   113,783

   -Total deferred tax assets (2)

   47,520,108

   6,518,617

   19,831,482

   27,248,484

   46,621,723Deferred tax liabilities (2)

   2,894,367

   3,592

   1,920,479

   1,550,630

   3,267,808Net deferred taxes (2)

   44,625,741

   6,515,025

   17,911,003

   25,697,854

   43,353,915
    BradescoF-103


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  R$ thousandBalance on December 31, 2014

   Additions (4)

   Realization

   Balance on December 31,

   2015Provisions of impairment of loans and advances

   17,378,890

   9,225,769

   3,987,562

   22,617,097Provision for contingencies

   4,730,342

   1,917,425

   927,169

   5,720,598Adjustment to market value of securities

   646,522

   6,641,975

   197,558

   7,090,939Others

   2,709,441

   2,688,219

   1,886,079

   3,511,581Total tax assets on temporary differences (3)

   25,465,195

   20,473,388

   6,998,368

   38,940,215Income tax and social contribution losses in Brazil and abroad (3)

   4,526,999

   1,427,065

   192,438

   5,761,626Adjustment to market value of available for sale (3)

   348,597

   2,543,716

   187,829

   2,704,484Social contribution - MP 2158-35 (change in tax law)

   113,783

   -

   -

   113,783Total deferred tax assets (2)

   30,454,574

   24,444,169

   7,378,635

   47,520,108Deferred tax liabilities (2)

   2,874,569

   948,682

   928,884

   2,894,367Net deferred taxes (2)

   27,580,005

   23,495,487

   6,449,751

   44,625,741
 (1)HSBC Brasil  (Note 2(a)); (2)Deferred tax assets and deferred tax liabilities are offset in the consolidated statement of financial position when related to income taxes levied by the same authority and are related to the same taxable entity. The offsetin December 2016, was R$ 1,504,860 thousand (2015 – R$ 2,122,229 thousand); (3)Deferred tax assets from financial companies and similar companies, and insurance companies were calculated considering the increase in the social contribution rate, determined by Law no 11,727/08 and Law no 13,169/15 (Note 2(x)). With regard to the temporary effects produced by the adoption of Law  no 13,169/15, which raised the rate of the social contribution to 20%, the respectivetax credits, in September 2015, were calculated based on the expected implementation at the time; and (4)Includes the sum of R$2,473,901thousand, concerning the increase of the rate of the social contribution on the temporary additions and negative basis provisioned for completion by December 2018, based on technical studies and analyses carried out by the Management, according to Lawno13,169/15.  d)Expected realization of deferred tax assets on temporary differences, tax loss and negative basis of social contribution  R$ thousandTemporary differences

   Income tax and Social contribution losses

   TotalIncome tax

   Social contribution

   Income tax

   Social contribution2017

   5,565,627

   3,513,799

   143,796

   311,665

   9,534,8872018

   6,063,462

   4,299,956

   774,369

   607,424

   11,745,2112019

   5,577,304

   3,489,352

   447,326

   208,304

   9,722,2862020

   4,581,790

   2,457,208

   114,751

   227,996

   7,381,7452021

   1,558,239

   998,994

   1,162,066

   767,302

   4,486,601After 2022

   1,396,020

   1,031,075

   287,344

   543,386

   3,257,825Total

   24,742,442

   15,790,384

   2,929,652

   2,666,077

   46,128,555
    F-104IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  e)Deferred tax liabilities  R$ thousandDecember 312016

   2015Timing differences of depreciation – finance leasing

   381,119

   597,234Adjustment to market values of financial assets

   213,404

   136,738Judicial deposit and others (1)

   2,673,285

   2,160,395Total

   3,267,808

   2,894,367
 (1)Includes, in 2015, the sum of R$ 132,681 thousand, related to the increase of thesocial contributionrate, in accordance with Lawno13,169/15.  The deferred tax liabilities of companies in the financial and insurance sectors were established considering the increased social contribution rate, established by Law no11,727/08 and Law no13,169/15 (Note 2(x)).  f)Income tax and social contribution on adjustments recognized directly in equity  R$ thousandDecember 31, 2016Before tax

   Tax (expense)/ benefit

   Net of taxFinancial assets recorded as available for sale

   6,298,103

   (2,587,076)

   3,711,027Exchange differences on translations of foreign operations

   (194,566)

   87,555

   (107,011)Total

   6,103,537

   (2,499,521)

   3,604,016
  R$ thousandDecember 31, 2015Before tax

   Tax (expense)/ benefit

   Net of taxFinancial assets recorded as available for sale

   (5,677,902)

   2,273,982

   (3,403,920)Exchange differences on translations of foreign operations

   118,485

   (57,788)

   60,697Total

   (5,559,417)

   2,216,194

   (3,343,223)
  R$ thousandDecember 31, 2014Before tax

   Tax (expense)/ benefit

   Net of taxFinancial assets recorded as available for sale

   730,372

   (289,194)

   441,178Exchange differences on translations of foreign operations

   3,681

   (1,473)

   2,208Total

   734,053

   (290,667)

   443,386
    BradescoF-105


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 18)Earnings per share  1.Basic earnings per share  The calculation of basic earnings per share was calculated based on the weighted average number of common and preferred shares outstanding, as shown in the calculations below:  Years ended December 312016

   2015 (1)

   2014 (1)Net earnings attributable to the Organization’s common shareholders (R$ thousand)

   8,542,147

   8,652,905

   7,302,215Net earnings attributable to the Organization’s preferred shareholders (R$ thousand)

   9,352,102

   9,480,001

   8,012,728Weighted average number of common shares outstanding (thousands)

   2,772,719

   2,772,869

   2,772,975Weighted average number of preferred shares outstanding (thousands)

   2,759,659

   2,761,743

   2,766,171Basic earnings per share attributable to common shareholders of the Organization (in Reais)

   3.08

   3.12

   2.63Basic earnings per share attributable to preferred shareholders of the Organization (in Reais)

   3.39

   3.43

   2.90
 (1)All share amounts presented for prior periods have been adjusted to reflect the stock split approved at the Board of Directors’ Meeting  of March 10, 2016, in the proportion of one new share for every 10 shares held.  2.Diluted earnings per share  Diluted earnings per share are the same as basic earnings per share since there are no potentially dilutive instruments.  19)Cash and balances with banks  a) Cash and balances with banks  R$ thousandDecember 312016

   2015Cash in local currency

   12,432,290

   9,215,083Cash in foreign currency

   2,085,650

   8,084,654Restricted deposits with the Brazilian Central Bank (1)

   58,036,531

   54,791,885Others

   180

   142Total

   72,554,651

   72,091,764
 (1)Compulsory deposits with the Brazilian Central Bank refer to a minimum balance that financial institutions must maintain at the Brazilian Central Bank based on a percentage of deposits received from third parties.  b) Cash and cash equivalents  R$ thousandDecember 312016

   2015Cash in local currency

   12,432,290

   9,215,083Cash in foreign currency

   2,085,650

   8,084,654Short-term interbank investments (1)

   166,712,307

   129,961,555Others

   180

   142Total

   181,230,427

   147,261,434
 (1)Refers to operations with maturity date on the effective date of investment equal to or less than 90 days and insignificant risk of change in the fair value. Of this amount, R$ 84,728,590 thousand (2015 – R$ 111,024,912 thousand) refers to reverse repurchase agreements registered as Financial assets pledged as collateral (Note 23) and R$ 81,983,717 thousand (2015 - R$ 18,936,643 thousand) as Loans and advances to banks.  F-106IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  20)Financial assets and liabilities held for trading  a) Financial assets held for trading  R$ thousandDecember 312016

   2015Financial assetsBrazilian government securities

   161,103,399

   93,833,116Bank debt securities

   18,600,127

   15,322,751Corporate debt and marketable equity securities

   10,383,682

   7,674,357Mutual funds

   4,303,781

   21,711,385Brazilian sovereign bonds

   1,358,025

   1,426,416Foreign governments securities

   635,390

   784,507Derivative financial instruments

   16,755,442

   18,870,917Total

   213,139,846

   159,623,449
  Maturity  R$ thousandDecember 312016

   2015Maturity of up to one year

   35,002,911

   114,190,918Maturity of one to five years

   134,589,655

   17,239,116Maturity of five to 10 years

   29,299,698

   5,121,876Maturity of over 10 years

   6,537,358

   723,819No stated maturity

   7,710,224

   22,347,720Total

   213,139,846

   159,623,449
  Financial instruments provided as collateral and classified as "held for trading”, totaled R$ 6,282,141   thousand and R$ 291,498 thousand in 2016 and December 2015, respectively, as disclosed in Note 23 "Financial assets pledged as collateral”.  The total assets held for trading pledged as a guarantee of liabilities was R$5,846,093thousand (December 2015 – R$4,315,701thousand).  Unrealized gains/(losses) on securities and trading securities totaled R$ (9,404,052) thousand in 2016 (2015 – R$ (7,425,562) thousand and 2014 – R$ R$ 877,798 thousand). Net variation in unrealized gains/(losses) from securities and trading securities totaled R$ (1,978,490) thousand in 2016 (2015 - R$ (8,303,360) thousand and 2014 - R$ 938,717 thousand).  b) Financial liabilities held for trading  R$ thousandDecember 312016

   2015Derivative financial instruments

   13,435,678

   19,345,729Total

   13,435,678

   19,345,729
   BradescoF-107


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 c) Derivative financial instruments  The Organization enters into operations involving derivative financial instruments with a number of customers for the purpose of mitigating their overall risk exposure as well as managing risk exposure. The derivative financial instruments most often used are highly-liquid instruments traded on the futures market (BM&FBovespa).  (i)    Swap contracts  Foreign currency and interest rate swaps are agreements to exchange one set of cash flows for another and result in an economic exchange of foreign currencies or interest rates (for example fixed or variable) or in combinations thereof (i.e. foreign currency and interest rate swaps). There is no exchange of the principal except in certain foreign currency swaps. The Organization’s foreign currency risk reflects the potential cost of replacing swap contracts and whether the counterparties fail to comply with their obligations. This risk is continually monitored in relation to the current fair value, the proportion of the notional value of the contracts and the market liquidity. The Organization, to control the level of credit risk assumed, evaluates the counterparties of the contracts using the same techniques used in its loan operations.  (ii)  Foreign exchange options  Foreign exchange options are contracts according to which the seller (option issuer) gives to the buyer (option holder) the right, but not the obligation, to buy (call option) or sell (put option) on a certain date or during a certain period, a specific value in foreign currency. The seller receives from the buyer a premium for assuming the exchange or interest-rate risk. The options can be arranged between the Organization and a customer. The Organization is exposed to credit risk only on purchased options and only for the carrying amount, which is the fair market value.  (iii)  Foreign currency and interest rate futures  Foreign currency and interest rate futures are contractual obligations for the payment or receipt of a net amount based on changes in foreign exchange and interest rates or the purchase or sale of a financial instrument on a future date at a specific price, established by an organized financial market. The credit risk is minimal, since the future contracts are guaranteed in cash or securities and changes in the value of the contracts are settled on a daily basis. Contracts with a forward rate are interest-rate futures operations traded individually which require settlement of the difference between the contracted rate and the current market rate over the value of the principal to be paid in cash at a future date.  (iv)  Forward operations  A forward operation is a contract of purchase or sale, of a share, at a fixed price, for settlement on a certain date. Because it is a futures market, in which the purchase of the share will only be made on the date of maturity, a margin deposit is necessary to guarantee the contract. This margin can be in cash or in securities. The value of the margin varies during the contract according to the variation of the share involved in the operation, to the changes of volatility and liquidity, besides the possible additional margins that the broker could request.    F-108IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 The breakdown of the notional and/or contractual values and the fair value of derivatives held for trading by the Organization is as follows:  R$ thousandNotional amounts

   Asset/(liability)December 31

   December 312016

   2015

   2016

   2015Futures contracts•Interest rate futuresPurchases

   111,026,397

   120,562,790

   9,022

   75,217Sales

   94,677,587

   50,489,526

   (19,163)

   (20,614)•In foreign currencyPurchases (1)

   27,399,904

   34,101,616

   -

   -Sales

   58,690,018

   41,360,434

   -

   -•OthersPurchases

   48,291

   33,399

   -

   -Sales

   967

   64,681

   -

   -Options•Interest ratesPurchases

   5,467,042

   3,840,166

   260,565

   169,518Sales

   4,755,788

   3,638,190

   (193,768)

   (6,686)•In foreign currencyPurchases

   7,567,515

   559,071

   57,533

   34,303Sales

   2,836,294

   6,233,860

   (62,356)

   (89,633)•OthersPurchases

   27,500

   28,449

   2,708

   4,160Sales

   -

   29,345

   (6,533)

   (24,615)Forward operations•In foreign currencyPurchases

   16,633,033

   15,014,083

   1,599,401

   2,173,191Sales

   18,036,706

   16,056,742

   (1,088,041)

   (3,215,656)•OthersPurchases

   48,911

   118,120

   1,586,061

   12,543Sales

   1,588,245

   149,969

   (1,581,169)

   (12,434)Swap contracts•Asset positionInterest rate swaps

   72,297,999

   91,993,544

   9,799,949

   5,915,951Currency swaps

   7,276,143

   33,543,125

   3,645,707

   10,485,772•Liability positionInterest rate swaps

   36,746,464

   60,797,118

   (3,718,282)

   (15,499,869)Currency swaps

   14,201,872

   11,531,242

   (6,766,366)

   (476,222)
 (1)Includes, on December 31, 2015, the hedging of the firm commitment concerning the purchase and sale of shares agreement, to the sum of R$ 20,250,293 thousand.  Swaps are contracts of interest rates, foreign currency and cross currency and interest rates in which payments of interest or the principal or in one or two different currencies are exchanged for a contractual period. The risks of swap contracts refer to the potential inability or unwillingness of the counterparties to comply with the contractual terms and the risk associated with changes in market conditions due to changes in the interest rates and the currency exchange rates.  The interest rate and currency futures and the forward contracts of interest rates call for subsequent delivery of an instrument at a specific price or specific profitability. The reference values constitute a   BradescoF-109


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 nominal value of the respective instrument whose variations in price are settled daily. The credit risk associated with futures contracts is minimized due to these daily settlements. Futures contracts are also subject to risk of changes in interest rates or in the value of the respective instruments.  The Organization has the following economic hedging operations, however, as mentioned in Note 2(f)(iii), these do not qualify for hedge accounting:  Fair-value hedge of interest-rate risk  The Organization uses interest-rate swaps to protect its exposure to changes in the fair value of its fixed income issuances and certain loans and advances. The interest rate swaps are matched with specific issuances or fixed-income loans.  Cash-flow hedge of debt securities issued in foreign currency  The Organization uses interest-rate swaps in foreign currencies to protect itself against exchange and interest-rate risks arising from the issuance of floating rate debt securities denominated in foreign currencies. The cash flows of foreign-currency interest-rate swaps are compatible with the cash flows of the floating rate debt securities.  Market risk hedge  The gains and losses, realized or not, of the financial instruments classified in this category, are recorded in the Statement of Income.  Hedge of net foreign investments  The Organization uses a combination of forward exchange contracts and foreign currency denominated debt to mitigate the exchange-rate risk of its net investments in subsidiaries abroad.  The fair value of forward contracts used to protect the net investments in foreign subsidiaries is shown in the previous table. Foreign currency denominated debts used to protect net investments of the Organization in subsidiaries abroad act as a natural hedge of the foreign currency risk and are included in funds from securities issuances (Note 33).  Other derivatives designated as hedges  The Organization uses this category of instruments to manage its exposure to currency, interest rate, equity market and credit risks. Instruments used include interest-rate swaps, interest-rate swaps in foreign currency, forward contracts, futures, options, credit swaps and stock swaps. The fair value of these derivatives is shown in the previous table.  Unobservable gains on initial recognition  When the valuation depends on unobservable data any initial gain or loss on financial instruments is deferred over the life of the contract or until the instrument is redeemed, transferred, sold or the fair value becomes observable. All derivatives which are part of the hedge relationships are valued on the basis of observable market data.  The reference and/or contractual values do not reflect the actual risk assumed by the Organization, since the net position of these financial instruments arises from compensation and/or combination thereof. The net position is used by the Organization especially to protect interest rates, the price of   F-110IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  the underlying assets or exchange risk. The result of these financial instruments is recognized in “Net gains and losses of financial assets held for trading”, in the consolidated statement of income.  21)Financial assets available for sale  R$ thousandAmortized cost

   Gross unrealized gains

   Gross unrealized losses

   Fair valueBrazilian government securities

   58,484,065

   1,323,156

   (609,193)

   59,198,028Corporate debt securities

   43,821,686

   1,011,275

   (2,690,253)

   42,142,708Bank debt securities

   1,626,211

   121,745

   (188,913)

   1,559,043Brazilian sovereign bonds

   395,626

   7,319

   (1,731)

   401,214Marketable equity securities and other stocks

   9,966,872

   389,291

   (538,602)

   9,817,561Balance onDecember 31,2016

   114,294,460

   2,852,786

   (4,028,692)

   113,118,554Brazilian government securities

   67,605,104

   313,941

   (1,703,193)

   66,215,852Corporate debt securities

   37,760,971

   1,400,982

   (3,400,140)

   35,761,813Bank debt securities

   5,472,115

   254,892

   (1,083,963)

   4,643,044Brazilian sovereign bonds

   4,661

   130

   -

   4,791Foreign governments securities

   1,824,108

   -

   (77,904)

   1,746,204Marketable equity securities and other stocks

   9,247,367

   206,664

   (130,285)

   9,323,746Balance onDecember 31,2015

   121,914,326

   2,176,609

   (6,395,485)

   117,695,450
  Maturity  R$ thousandDecember 31,2016

   December 31, 2015Amortized cost

   Fair value

   Amortized cost

   Fair valueDue within one year

   12,690,168

   11,905,872

   45,540,511

   45,180,957From 1 to 5 years

   60,071,806

   60,251,675

   38,118,029

   37,119,401From 5 to 10 years

   19,677,065

   18,994,970

   19,665,723

   17,599,486Over 10 years

   11,888,549

   12,148,476

   9,342,696

   8,471,860No stated maturity

   9,966,872

   9,817,561

   9,247,367

   9,323,746Total

   114,294,460

   113,118,554

   121,914,326

   117,695,450
  Financial instruments pledged as collateral and classified as available for sale, totaled R$64,275,415thousand and R$33,173,511thousand in 2016 and 2015, respectively, as disclosed in Note 23 "Financial Assets Pledged as Collateral".  In 2016, the Organization maintained a total of R$5,517,516thousand (2015 – R$2,635,422thousand) financial assets available for sale pledged as a guarantee for liabilities.  We have applied our policy for impairment testing described in Note 2(f)(viii)(b) and in 2016 there was objective evidence of loss registered in financial assets available for sale in the amount of R$ 2,106,107 thousand in 2016 (2015 - R$ 424,522 thousand and 2014 - R$ 1,214,770 thousand), included in Note 9.    BradescoF-111


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 22)Investments held to maturity  R$ thousandAmortized cost

   Gross unrealized gains

   Gross unrealized losses

   Fair valueSecurities :Brazilian government securities

   30,241,947

   2,918,273

   (306,566)

   32,853,654Corporate debt securities

   12,739,187

   28,750

   (1,388,614)

   11,379,323Brazilian sovereign bonds

   20,894

   878

   -

   21,772Balance on December 31, 2016

   43,002,028

   2,947,901

   (1,695,180)

   44,254,749Securities:Brazilian government securities

   27,405,022

   2,051,127

   (2,111,684)

   27,344,465Corporate debt securities

   12,557,446

   1,476

   (1,332,866)

   11,226,056Brazilian sovereign bonds

   41,092

   2,417

   -

   43,509Balance on December 31, 2015

   40,003,560

   2,055,020

   (3,444,550)

   38,614,030
  Maturity  R$ thousandDecember 31, 2016

   December 31, 2015Amortized cost

   Fair value

   Amortized cost

   Fair valueDue within one year

   -

   -

   3,004

   3,010From 1 to 5 years

   12,932,440

   13,133,746

   4,692,585

   4,762,495From 5 to 10 years

   3,068,980

   2,905,497

   10,343,614

   10,943,658Over 10 years

   27,000,608

   28,215,506

   24,964,357

   22,904,867Total

   43,002,028

   44,254,749

   40,003,560

   38,614,030
  Financial instruments pledged as collateral and classified as held to maturity, totaled R$431thousand in 2016, as disclosed in Note 23 "Assets Pledged as Collateral".  In 2016, the Organization maintained a total of R$1,825thousand as investments held to maturity   pledged as a guarantee for liabilities.     F-112IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 23)Financial assets pledged as collateral  R$ thousandDecember 312016

   2015Held for trading

   6,282,141

   291,498Brazilian government securities

   6,282,141

   291,498Available for sale (1)

   64,275,415

   33,173,511Brazilian government securities

   55,530,423

   28,866,615Corporate debt securities

   3,899,878

   2,488,929Bank debt securities

   4,742,273

   1,817,967Brazilian sovereign bonds

   102,841

   -Held to maturity

   431

   -Brazilian government securities

   431

   -Loans and advances to banks

   84,728,590

   111,024,912Securities purchased under agreements to resell (2)

   84,728,590

   111,024,912Total

   155,286,577

   144,489,921
 (1) In 2016, includes unrealized gains of R$2,052,366thousand (2015 - R$ 568,202thousand) and unrealized losses of R$1,443,642thousand (2015 - R$ 3,214,523thousand): and (2)Refers to reverse repurchase agreements in which the underlying security has subsequently been sold in a separate repurchase agreement.  Collateral is a conditional commitment to ensure that the contractual clauses of a repurchase agreements are complied with. In these agreements, the amount of R$ 147,673,043 thousand (2015 – R$ 139,446,192 thousand) may be repledged and R$ 7,613,534 thousand (2015 – R$ 5,043,729 thousand), sold or repledged.  24)Loans and advances to banks  R$ thousandDecember 312016

   2015Repurchase agreements

   85,178,146

   29,633,112Loans to financial institutions

   9,667,388

   6,038,615Impairment of loans and advances

   (7,398)

   (51,317)Total

   94,838,136

   35,620,410
   BradescoF-113


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements




# 25)Loans and advances to customers



R$ thousandDecember 312016

   2015Working capital

   60,390,890

   65,501,432Personal credit (1)

   56,255,740

   49,681,429Housing loans

   60,458,038

   48,114,515Financing and export

   41,983,307

   38,180,619Onlending BNDES/Finame

   35,816,560

   38,158,108Credit card

   37,407,733

   30,943,428Vehicles – CDC (Direct consumer credit)

   23,699,948

   26,484,476Rural loans

   14,422,799

   13,710,274Import

   7,140,346

   11,026,017Overdraft for corporates

   8,583,285

   9,831,248Receivable insurance premiums

   5,517,932

   4,757,182Overdraft for individuals

   4,209,637

   3,904,889Leasing

   2,738,611

   3,072,777Others

   33,459,047

   26,957,274Total Portfolio

   392,083,873

   370,323,668Impairment of loans and advances

   (24,780,839)

   (25,455,204)Total of net loans and advances to customers

   367,303,034

   344,868,464


(1)Includes in 2016R$ 38,804,196 thousand related to payroll loans (2015 – R$34,564,935 thousand).



Allowance for loans and advances to customers



R$ thousand2016

   2015At the beginning of the year

   25,455,204

   21,132,677Impairment of loans and advances

   15,350,278

   14,721,152Recovery of credits charged-off as loss

   5,507,507

   4,144,879Write-offs

   (21,532,150)

   (14,543,504)At the end of the year

   24,780,839

   25,455,204




Finance lease receivables






Loans and advances to customers include the following finance lease receivables.



R$ thousandDecember 312016

   2015Gross investments in financial leases receivable:Up to one year

   1,418,546

   1,629,160From one to five years

   1,279,347

   1,420,681Over five years

   40,718

   22,936Impairment loss on finance leases

   (186,594)

   (186,348)Net investment

   2,552,017

   2,886,429Net investments in finance leases:Up to one year

   1,300,659

   1,513,602From one to five years

   1,212,322

   1,350,413Over five years

   39,036

   22,414Total

   2,552,017

   2,886,429


****

F-114IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  26)Non-current assets held for sale  R$ thousandDecember 312016

   2015Assets not for own useProperties

   1,262,126

   933,421Vehicles and related

   308,357

   303,057Machinery and equipment

   5,529

   6,117Others

   2,954

   4,511Total

   1,578,966

   1,247,106
  The properties or other non-current assets received in total or partial settlement of the payment obligations of debtors are considered as non-operating assets held for sale in auctions, which normally occur in up to one year. Therefore, non-current assets held for sale include the book value of the items the Organization intends to sell, which in their current condition is highly probable and expected to occur within a year.   BradescoF-115


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 27)Investments in associates and joint ventures a.Breakdown of investments in associates and joint ventures  Company

   R$ thousandTotal shareholding interest

   Shareholding interest with voting rights

   Investment book value

   Equity in net income (loss)

   Associates and joint ventures current assets

   Associates and joint ventures non - current assets

   Associates and joint ventures current liabilities

   Associates and joint ventures non - current liabilities

   Revenue(1)

   Associates and joint ventures net income (loss) for the yearCielo S.A.

   30.06%

   30.06%

   4,108,743

   1,204,520

   13,699,378

   10,654,621

   15,004,712

   -

   392,167

   4,007,233IRB - Brasil Resseguros S.A.(2) (3)

   20.51%

   -

   662,460

   132,668

   8,484,793

   5,828,133

   10,238,221

   844,876

   3,185

   646,823Fleury S.A. (6)

   16.39%

   16.39%

   651,906

   17,506

   1,343,162

   2,021,981

   429,411

   1,166,607

   2,045,898

   106,829Aquarius Participações S.A. (7)

   49.00%

   49.00%

   263,632

   73,640

   150,233

   538,267

   150,474

   -

   -

   150,286Haitong Banco de Investimento do Brasil S.A. (4)

   20.00%

   20.00%

   127,922

   1,596

   8,187,596

   493,325

   8,041,309

   -

   4,243,442

   7,980Cia. Brasileira de Gestão e Serviços S.A.

   41.85%

   41.85%

   102,251

   18,517

   247,475

   109,390

   44,890

   -

   22,642

   44,246Tecnologia Bancária S.A.

   24.32%

   24.32%

   98,543

   71,232

   193,546

   1,117,398

   499,341

   406,459

   686,800

   292,862NCR Brasil Indústria de Equipamentos para Automação S.A.

   49.00%

   49.00%

   73,789

   (7,024)

   171,823

   27,780

   111,755

   -

   330,985

   (14,335)Empresa Brasileira de Solda Elétrica S.A. (2) (9)

   -

   -

   -

   3,168

   -

   -

   -

   -

   -

   -Total investments in associates

   

   

   6,089,246

   1,515,823

   32,478,006

   20,790,895

   34,520,113

   2,417,942

   7,725,119

   5,241,924Elo Participações S.A.

   50.01%

   50.01%

   849,355

   198,457

   352,179

   1,596,527

   107,627

   -

   18,879

   396,835Crediare S.A. – Crédito, Financiamento e Investimento

   50.00%

   50.00%

   64,174

   8,721

   443,978

   3,883

   317,298

   -

   164,026

   17,442MPO - Processadora de Pagamentos Móveis S.A.

   50.00%

   50.00%

   3

   (49)

   3,538

   -

   3,532

   -

   256

   (98)Leader S.A. Adm. de Cartões de Crédito (2) (8)

   -

   -

   -

   (23,227)

   -

   -

   -

   -

   -

   -Total investments in joint ventures

   

   

   913,532

   183,902

   799,695

   1,600,410

   428,457

   -

   183,161

   414,179Total on December31, 2016

   

   

   7,002,778

   1,699,725

   33,277,701

   22,391,305

   34,948,570

   2,417,942

   7,908,280

   5,656,103
    F-116IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
   Company

   R$ thousandTotal shareholding interest

   Shareholding interest with voting rights

   Investment book value

   Equity in net income (loss)

   Associates and joint ventures current assets

   Associates and joint ventures non - current assets

   Associates and joint ventures current liabilities

   Associates and joint ventures non - current liabilities

   Revenue(1)

   Associates and joint ventures net income (loss) for the yearCielo S.A.

   30.06%

   30.06%

   3,302,071

   1,043,743

   13,755,540

   10,806,140

   8,199,287

   9,696,767

   239,386

   3,472,355IRB - Brasil Resseguros S.A. (2) (3)

   20.51%

   -

   658,949

   138,165

   8,922

   5,768

   10,639

   785

   3,144

   673,650Fleury S.A. (6)

   16.39%

   16.39%

   512,642

   6,262

   1,124,788

   268,829

   299,033

   1,408,157

   1,845

   38,206Fidelity Processadora S.A. (7)

   49.00%

   49.00%

   254,785

   68,312

   450,267

   402,702

   332,997

   -

   19,546

   139,412Haitong Banco de Investimento do Brasil S.A. (4)

   20.00%

   20.00%

   130,248

   (5,377)

   7,227,947

   563,950

   7,140,656

   -

   13,834,551

   (26,886)Cia. Brasileira de Gestão e Serviços S.A.

   41.85%

   41.85%

   83,735

   17,660

   203,030

   93,487

   35,986

   1,590

   13,247

   42,197NCR Brasil S.A. (2)

   49.00%

   49.00%

   80,357

   7,101

   206,315

   27,146

   134,533

   -

   71,177

   14,492Empresa Brasileira de Solda Elétrica S.A. (2)

   49.00%

   49.00%

   33,954

   (5,769)

   101,151

   48,161

   47,519

   32,499

   115,874

   (11,774)Integritas Participações S.A. (2) (5)

   -

   -

   -

   4,778

   10,647

   741,803

   2,534

   4,066

   828

   18,983Total investments in associates

   

   

   5,056,741

   1,274,875

   23,088,607

   12,957,986

   16,203,184

   11,143,864

   14,299,598

   4,360,635Elo Participações S.A.

   50.01%

   50.01%

   686,951

   243,073

   223,332

   1,438,988

   144,169

   15

   14,669

   486,049Crediare S.A. – Crédito, Financiamento e Investimento

   50.00%

   50.00%

   65,030

   10,400

   439,594

   4,301

   312,036

   -

   158,124

   20,800Leader S.A. Adm. de Cartões de Crédito (2)(8)

   50.00%

   50.00%

   6,551

   716

   380,801

   11,362

   379,061

   -

   313,065

   1,432MPO - Processadora de Pagamentos Móveis S.A.

   50.00%

   50.00%

   52

   (1,013)

   2,920

   278

   3,095

   -

   1,790

   (2,026)Total investments in joint ventures

   

   

   758,584

   253,176

   1,046,647

   1,454,929

   838,361

   15

   487,648

   506,255Total on December31, 2015

   

   

   5,815,325

   1,528,051

   24,135,254

   14,412,915

   17,041,545

   11,143,879

   14,787,246

   4,866,890
  BradescoF-117


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Company

   R$ thousandTotal shareholding interest

   Shareholding interest with voting rights

   Investment book value

   Equity in net income (loss)

   Associates and joint ventures current assets

   Associates and joint ventures non - current assets

   Associates and joint ventures current liabilities

   Associates and joint ventures non - current liabilities

   Revenue(1)

   Associates and joint ventures net income (loss) for the yearCielo S.A.

   28.65%

   28.65%

   1,696,088

   924,699

   14,455,453

   3,700,636

   11,210,112

   2,449,806

   15,859

   3,227,769IRB - Brasil Resseguros S.A. (2) (3)

   20.51%

   -

   618,527

   148,874

   8,669

   4,263

   9,082

   835

   2,265

   725,859Integritas Participações S.A. (2)

   25.17%

   25.17%

   492,242

   7,883

   4,181

   777,833

   2,508

   4,687

   218

   31,316Fidelity Processadora S.A.

   49.00%

   49.00%

   258,535

   66,759

   413,646

   425,747

   311,769

   -

   27,819

   136,243Haitong Banco de Investimento do Brasil S.A. (4)

   20.00%

   20.00%

   138,002

   10,891

   5,479,267

   448,147

   5,237,405

   -

   16,212,154

   54,456NCR Brasil S.A. (2)

   49.00%

   49.00%

   71,576

   1,295

   178,730

   20,714

   118,407

   -

   32,692

   2,642Cia. Brasileira de Gestão e Serviços S.A.

   41.85%

   41.85%

   66,076

   9,279

   159,217

   70,289

   26,600

   1,079

   10,518

   22,173Empresa Brasileira de Solda Elétrica S.A. (2)

   49.00%

   49.00%

   39,723

   14,246

   154,312

   50,101

   84,219

   39,127

   437,607

   29,074Total investments in associates

   

   

   3,380,769

   1,183,926

   20,853,475

   5,497,730

   17,000,102

   2,495,534

   16,739,132

   4,229,532Elo Participações S.A.

   50.01%

   50.01%

   515,035

   186,009

   211,917

   1,052,697

   88,441

   -

   443

   371,943Crediare S.A. – Crédito, Financiamento e Investimento

   50.00%

   50.00%

   66,845

   13,785

   363,233

   68,434

   297,978

   -

   147,364

   27,570Leader S.A. Adm. de Cartões de Crédito (2)(8)

   50.00%

   50.00%

   20,817

   16,075

   366,606

   9,723

   334,694

   -

   294,547

   32,150MPO - Processadora de Pagamentos Móveis S.A.

   50.00%

   50.00%

   314

   (9,979)

   15,156

   -

   14,525

   -

   -

   (19,957)Total investments in joint ventures

   

   

   603,011

   205,890

   956,912

   1,130,854

   735,638

   -

   442,354

   411,706Total on December31, 2014

   

   

   3,983,780

   1,389,816

   21,810,387

   6,628,584

   17,735,740

   2,495,534

   17,181,486

   4,641,238
 (1)Revenues from financial intermediation or services; (2)Companies for which the equity accounting adjustments are calculated using statements of financial position and statements of income with lag in relation to the reporting date of these consolidated financial statements; (3)Bradesco has a board member at IRB-Brasil with voting rights, which results in significant influence; (4)New denomination of BES Investimento do Brasil S.A.; (5)Partial spin-off in October, 2015; (6)Participation in Fleury S.A. (i) due to the partial spin-off of Integritas Participações S.A. and, (ii) recorded using equity method as Bradesco has significant influence due its paticipation on the Board of the Directors and other committes; (7)In January 2016, Aquarius Participações S.A. was endowed with the contribution of the investment of Fidelity Processadora e Serviços S.A.; (8)In April 2016, it was consolidated after acquisition of 50% of the company; and (9)In 2016, impairment losses were recognized in associates and joint control companies, in the amount of R$37,122 thousand, on the investment in EBSE – Empresa Brasileira de Solda Elétrica S.A.   F-118IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 In 2016, with the exception of Cielo S.A., the other investments mentioned in the table above were not traded regularly on any stock exchange. The market value of our investment in Cielo, was R$ 18,980,026 thousand (2015 - R$ 19,049,214 thousand). The Organization does not have any contingent liability for investments in Associates, in which it is responsible for, in part or in full.  b.Changes in associates  R$ thousand2016

   2015Initial balances

   5,815,325

   3,983,780Additions (1)

   376,434

   1,469,011Spin-off of associates (2)

   -

   (497,339)Transfer (3)

   (166,294)

   -Equity in net income of associates

   1,699,725

   1,528,051Dividends/Interest on capital

   (685,290)

   (668,178)Impairment (4)

   (37,122)

   -At the end of the year

   7,002,778

   5,815,325
  (1)

   In 2016, there was a capital increase  inCia. Leader S.A. Administradora de Cartões de Crédito(2015, acquisition of equity interest (i) in Cielo S.A.; in Fleury S.A., due to the partial spin-off of IntegritasParticipações S.A).;(2)

   Partial spin-off ofIntegritasParticipações S.A. occurred inOctober, 2015;(3)

   In 2016,Cia. Leader S.A. Administradora de Cartões de Crédito ́s investment was consolidated after acquisition of 50% of the company; and(4)

   In 2016, impairment losses were recognized in associates and joint control companies, in the amount of R$ 37,122 thousand, on the investment in EBSE – Empresa Brasileira de Solda Elétrica S.A.  28)Property and equipment  a)Composition ofproperty and equipmentby class  R$ thousandAnnual rate of depreciation

   Cost

   Accumulated depreciation

   NetBuildings

   4%

   2,153,351

   (454,426)

   1,698,925Land

   -

   1,027,535

   -

   1,027,535Installations, properties and equipment for use

   10%

   5,187,160

   (2,314,715)

   2,872,445Security and communications systems

   10%

   325,835

   (192,974)

   132,861Data processing systems

   20%

   3,504,229

   (2,067,981)

   1,436,248Transportation systems

   20%

   86,639

   (40,034)

   46,605Financial leasing of data processing systems

   20%

   3,229,513

   (2,047,016)

   1,182,497Balance on December 31, 2015

   

   15,514,262

   (7,117,146)

   8,397,116Buildings

   4%

   1,006,849

   (424,247)

   582,602Land

   -

   448,020

   -

   448,020Installations, properties and equipment for use

   10%

   5,032,082

   (2,243,752)

   2,788,330Security and communications systems

   10%

   234,836

   (175,750)

   59,086Data processing systems

   20%

   2,883,391

   (1,841,408)

   1,041,983Transportation systems

   20%

   108,430

   (38,193)

   70,237Financial leasing of data processing systems

   20%

   2,475,136

   (1,960,959)

   514,177Balance on December 31, 2015

   

   12,188,744

   (6,684,309)

   5,504,435
  Depreciation charges in 2016 amounted to R$ 1,141,636 thousand (2015 - R$ 1,057,722 thousand and 2014 - R$ 1,056,389 thousand).  BradescoF-119


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  We enter into finance lease agreements as a lessee for data processing equipment, which are recorded as leased equipment in property and equipment. According to this accounting method, both the asset and the obligation are recognized in the consolidated financial statements and the depreciation of the asset is calculated based on the same depreciation policy as for similar assets. See Note 38 for disclosure of the obligation.   F-120IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 b)Change inproperty and equipmentby class  R$ thousandBuildings

   Land

   Installations, properties and equipment for use

   Security and communications systems

   Data processing systems (1)

   Transportation systems

   TotalBalance onDecember 31, 2015

   582,602

   448,020

   2,788,330

   59,086

   1,556,160

   70,237

   5,504,435Balance originating from an acquired institution (2)

   752,619

   586,971

   320,949

   77,196

   60,065

   

   1,797,800Additions

   81,809

   897

   974,089

   22,721

   1,696,318

   3,487

   2,779,321Write offs

   (30,341)

   (8,353)

   (402,316)

   (4,804)

   (62,386)

   (1,627)

   (509,827)Impairment

   -

   -

   -

   -

   (20,543)

   (12,434)

   (32,977)Depreciation

   (30,179)

   -

   (466,192)

   (21,338)

   (610,869)

   (13,058)

   (1,141,636)Transfer

   342,415

   -

   (342,415)

   -

   -

   -

   -Balance onDecember 31, 2016

   1,698,925

   1,027,535

   2,872,445

   132,861

   2,618,745

   46,605

   8,397,116Balance on December 31, 2014

   527,825

   493,079

   2,205,104

   47,722

   1,381,574

   45,214

   4,700,518Additions

   90,053

   54,838

   1,088,506

   48,451

   857,527

   42,174

   2,181,549Write offs

   (24,922)

   (99,897)

   (106,959)

   (6,086)

   (63,452)

   (408)

   (301,724)Impairment

   -

   -

   -

   (13,183)

   -

   (5,003)

   (18,186)Depreciation

   (10,354)

   -

   (398,321)

   (17,818)

   (619,489)

   (11,740)

   (1,057,722)Balance onDecember 31, 2015

   582,602

   448,020

   2,788,330

   59,086

   1,556,160

   70,237

   5,504,435
 (1)Includes financial leasing of data processing systems; and (2)HSBC Brasil.    BradescoF-121


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 29)Intangible assets and goodwill  a)Change in intangible assets and goodwill by class  R$thousandGoodwill

   Intangible assetsAcquisition of financial service rights (1)

   Software

   (1)

   Customer portfolio

   (1)

   Others

   (1)

   TotalBalance onDecember 31, 2015

   723,526

   2,260,033

   3,639,825

   709,463

   76,788

   7,409,635Balance originating from an acquired institution (2)

   4,221,787

   264,349

   288,826

   3,993,743

   4,840

   8,773,545Additions/(reductions)

   -

   930,190

   1,284,041

   -

   129,266

   2,343,497Impairment (3)

   -

   -

   (212,374)

   -

   -

   (212,374)Amortization

   -

   (951,115)

   (1,055,074)

   (344,283)

   (166,305)

   (2,516,777)Balance onDecember 31, 2016

   4,945,313

   2,503,457

   3,945,244

   4,358,923

   44,589

   15,797,526Balance onDecember 31, 2014

   723,526

   2,025,940

   3,603,798

   751,923

   424,728

   7,529,915Additions/(reductions)

   -

   1,126,370

   835,301

   -

   10,210

   1,971,881Impairment (3)

   -

   -

   -

   -

   (207,880)

   (207,880)Amortization

   -

   (892,277)

   (799,274)

   (42,460)

   (150,270)

   (1,884,281)Balance onDecember 31, 2015

   723,526

   2,260,033

   3,639,825

   709,463

   76,788

   7,409,635
 (1)Rate of amortization: acquisition of banking rights - in accordance with contract agreement; software – 20%; Customer portfolio – up to 20%; and others – 20%; (2)HSBC Brasil;and (3)Impairment losses were recognized in the consolidated statement of income, within “Other operating income/(expenses)”.    F-122IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 b)Composition of goodwill by segment  R$ thousandDecember 312016

   2015Banking

   4,651,347

   429,560Insurance, pension and capitalization bonds

   293,966

   293,966Total

   4,945,313

   723,526
  The Cash Generation Units allocated to the banking segment and the insurance, pension and capitalization bonds segment are tested annually for impairment of goodwill. We did not incur any goodwill impairment losses in 2016, nor in 2015 nor in 2014. Regarding the recent acquisition of HSBC Brasil, detailed in Note 2(a), there was no impairment test for the period.  The recoverable amount from the Banking Segment has been determined based on a value-in-use calculation. The calculation uses cash-flow predictions based on financial budgets approved by management, with a terminal growth rate of 7.6% p.a. (8.2% p.a. in 2015). The forecast cash flows have been discounted at a rate of12.9% p.a. (15.4% p.a. in 2015).  The key assumptions described above may change as economic and market conditions change. The Organization estimates that reasonably possible changes in these assumptions within the current economic environment are not expected to cause the recoverable amount of either unit to decline below the carrying amount.  30)Other assets  R$ thousandDecember 312016

   2015Foreign exchange transactions (1)(4)

   17,455,821

   14,260,780Debtors for guarantee deposits (2)(4)

   16,372,044

   12,482,898Negotiation and intermediation of securities(4)

   1,954,484

   2,866,779Trade and credit receivables(4)

   1,813,144

   1,978,001Deferred acquisition cost (insurance) – Note 35f

   1,750,244

   1,945,238Sundry borrowers

   2,781,206

   1,917,864Prepaid expenses

   1,324,362

   1,418,030Income receivable(4)

   1,575,698

   1,241,028Interbank and interbranch receivables

   949,730

   934,684Others (3)

   1,193,637

   1,073,395Total

   47,170,370

   40,118,697
 (1)Mainly refers to purchases in foreign currency made by the institution on behalf of customers and rights in the institution’s domestic currency, resulting from exchange sale operations; (2)Refers to deposits resulting from legal or contractual requirements, including guarantees provided in cash, such as those made for the filing of appeals in departments or courts and those made to guarantee services of any nature; (3)Includes basically trade and credit receivables, material supplies, other advances and payments to be reimbursed; and (4)Financial assets are recorded at amortized cost.    BradescoF-123


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 31)Deposits from banks Financial liabilities called “Deposits from banks” are initially measured at fair value and, subsequently, at amortized cost, using the effective interest rate method.  Composition by nature  R$ thousandDecember 312016

   2015Demand deposits

   898,877

   807,695Interbank deposits

   588,872

   466,448Repurchase agreements

   241,978,931

   222,291,364Borrowings

   22,165,415

   28,236,838Onlending

   36,030,587

   42,101,046Total

   301,662,682

   293,903,391
  32)Deposits from customers  Financial liabilities called “Deposits from customers” are initially measured at fair value and subsequently at amortized cost, using the effective interest rate method.  Composition by nature  R$ thousandDecember 312016

   2015Demand deposits

   32,521,234

   23,012,068Savings deposits

   97,088,828

   91,878,765Time deposits

   103,137,867

   79,619,267Total

   232,747,929

   194,510,100
  33)Funds from securities issued  a)Composition by type of security issued and location  R$ thousandDecember 312016

   2015Instruments Issued – Brazil:Real estate credit notes

   26,955,574

   20,223,220Agribusiness notes

   9,116,292

   7,642,250Financial notes

   108,512,908

   71,691,563Subtotal

   144,584,774

   99,557,033Securities and bonds – Abroad:Euronotes(1)

   2,785,654

   6,204,942Securities issued through securitization – (item (b))

   3,286,342

   3,575,729Subtotal

   6,071,996

   9,780,671Structured operations certificates

   445,168

   512,343Grand Total

   151,101,938

   109,850,047
 (1)   Issuance of securities in the foreign market to fund customers’ foreign exchange operations, export pre-financing, import financing and working capital financing, substantially in the medium and long terms.   F-124IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 b)Securities issued through securitization  Since 2003, the Organization uses certain arrangements to optimize its activities of funding and liquidity management by means of an Specific Purpose Entity (SPE). This SPE, which is called International Diversified Payment Rights Company, is financed with long-term bonds which are settled with the future cash flow of the corresponding assets, basically comprising current and future flow of payment orders sent by individuals and legal entities abroad to beneficiaries in Brazil for whom Bradesco acts as payor.  The long-term instruments issued by the SPE and sold to investors will be settled with funds from the payment orders flows. The Organization is required to redeem the instruments in specific cases of default or upon closing of the operations of the SPE.  The funds deriving from the sale of current and future payment orders flows, received by the SPE, must be maintained in a specific bank account until they reach a given minimum level.  We show below the amounts of the securities issued by the SPE, which appear in the “Funding from issuance of securities” line item:  R$ thousandDate of Issue

   Amount of the transaction

   Maturity

   December 312016

   2015Securitization of the future flow of payment orders received from abroad

   3.06.2008

   836,000

   5.22.2017

   87,183

   532,43612.19.2008

   1,168,500

   2.20.2019

   698,551

   1,277,66312.17.2009

   133,673

   2.20.2017(1)

   -

   66,81212.17.2009

   89,115

   2.20.2020

   74,487

   121,0158.20.2010

   307,948

   8.21.2017

   60,938

   223,1859.29.2010

   170,530

   8.21.2017

   34,810

   127,44511.16.2011

   88,860

   11.20.2018

   60,989

   116,87511.16.2011

   133,290

   11.22.2021

   177,095

   261,23012.23.2015

   390,480

   11.21.2022

   348,110

   424,06012.23.2015

   390,480

   11.20.2020

   348,662

   425,0082.02.2016

   889,725

   2.22.2021

   872,710

   -3.30.2016

   533,835

   2.22.2021

   522,807

   -Total

   

   5,132,436

   

   3,286,342

   3,575,729
 (1)Prepaid.   BradescoF-125


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 34)Subordinated debt  Maturity

   Original term in years

   Amount of the transaction

   R$ thousandDecember 312016

   2015In Brazil:Subordinated CDB:2016 (1)

   6

   -

   -

   1,1292019

   10

   20,000

   56,200

   48,919Financial notes:2016 (1)

   6

   80,879

   -

   194,3982017

   6

   8,630,999

   11,075,463

   10,479,4632018

   6

   8,262,799

   9,875,551

   9,449,0372019

   6

   21,858

   33,402

   29,8592017

   7

   40,100

   95,872

   84,0642018

   7

   141,050

   293,357

   256,1912019

   7

   3,172,835

   3,423,463

   3,366,2822020

   7

   1,700

   2,612

   2,3512022 (2)

   7

   4,305,011

   5,050,633

   4,393,2652023 (4)

   7

   1,359,452

   1,522,243

   -2018

   8

   50,000

   112,038

   97,5312019

   8

   12,735

   25,212

   22,2302020

   8

   28,556

   49,498

   43,5412021

   8

   1,236

   1,896

   1,7102023 (2)

   8

   1,706,846

   2,015,625

   1,733,3832024 (4)

   8

   136,695

   143,415

   -2021

   9

   7,000

   11,813

   10,2142024 (2)

   9

   4,924

   5,806

   4,9772025 (4)

   9

   400,944

   417,641

   -2021

   10

   19,200

   37,191

   32,8232022

   10

   54,143

   91,314

   81,2252023

   10

   688,064

   1,011,423

   921,4342025 (2)

   10

   284,137

   342,886

   293,4452026 (4)

   10

   361,196

   392,886

   -2026 (2)

   11

   3,400

   4,001

   3,4322027 (4)

   11

   47,046

   48,566

   -perpetual (3)

   -

   5,000,000

   5,015,870

   5,016,437CDB pegged to loans:2016 (1)

   1

   -

   -

   1,160Subtotal in Brazil

   

   

   41,155,877

   36,568,500Abroad:2019

   10

   1,333,575

   2,482,631

   2,972,6272021

   11

   2,766,650

   5,333,373

   6,385,6222022

   11

   1,886,720

   3,639,183

   4,356,187Subtotal Abroad

   

   

   11,455,187

   13,714,436Overall total (5)

   

   

   52,611,064

   50,282,936
 (1)Subordinated debt transactions that matured in 2016; (2)New issues of financial letters in October, November and December 2015, referring to subordinate debts; (3)New issues of financial letters in December 2015, referring to subordinate debts, were recorded under the heading "Eligible Debt Capital Instruments", which in November 2016 were authorized by Central Bank of Brazil to compose the tier I capital; (4)New issues of financial letters from January to December 2016, referring to subordinate debts were recorded under the heading "Eligible Debt Capital Instruments"; and (5)It includes the amount of R$ 14,959,571 thousand, referring to subordinate debts recorded in “Eligible Debt Capital Instruments”.   F-126IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 35)Insurance technical provisions and pension plans  a)Technical provisions by account  R$ thousandInsurance (1)

   Life and Pension (2)(3)

   TotalDecember 31

   December 31

   December 312016

   2015

   2016

   2015

   2016

   2015Current and long-term liabilitiesMathematical provision for benefits to be granted

   912,764

   854,988

   184,594,055

   143,706,977

   185,506,819

   144,561,965Mathematical provision for benefits granted

   210,855

   187,100

   8,989,482

   7,747,615

   9,200,337

   7,934,715IBNR (Incurred But Not Reported) provision

   2,770,507

   2,453,085

   1,264,115

   1,107,026

   4,034,622

   3,560,111Provision for unearned premiums

   4,265,155

   4,206,014

   574,544

   362,409

   4,839,699

   4,568,423Provision for insurance claims to be settled

   4,645,468

   4,194,758

   1,682,147

   1,430,291

   6,327,615

   5,625,049Provision for financial surplus

   -

   -

   554,505

   506,504

   554,505

   506,504Other technical provisions

   2,048,355

   1,429,936

   3,328,048

   2,754,237

   5,376,403

   4,184,173Total provisions

   14,853,104

   13,325,881

   200,986,896

   157,615,059

   215,840,000

   170,940,940
 1)“Other technical provisions” - Insurance basically refers to the technical provisions of the “personal health” portfolio; 2)Includes personal insurance and pension plans; and 3)“Other reserves” - Life and Pension Plan mainly includes the “Reserve for redemption and other amounts to be settled”, “Reserve for related expenses”.  BradescoF-127


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 b)Technical provisions by product  R$ thousandInsurance

   Life and Pension

   TotalDecember 31

   December 31

   December 312016

   2015

   2016

   2015

   2016

   2015Health

   8,559,137

   7,040,435

   -

   -

   8,559,137

   7,040,435Auto / Liability Insurance

   3,126,232

   3,175,873

   -

   -

   3,126,232

   3,175,873DPVAT (Personal Injury Caused by Automotive Vehicles)

   471,288

   331,996

   2,944

   3,437

   474,232

   335,433Life

   -

   -

   9,336,759

   7,636,428

   9,336,759

   7,636,428Elementary lines (property/casualty)

   2,696,447

   2,777,577

   -

   -

   2,696,447

   2,777,577Free Benefits Generating Plan - PGBL

   -

   -

   32,605,459

   24,844,503

   32,605,459

   24,844,503Free Benefits Generating Life - VGBL

   -

   -

   138,670,739

   106,248,597

   138,670,739

   106,248,597Traditional plans

   -

   -

   20,370,995

   18,882,094

   20,370,995

   18,882,094Total technical provisions

   14,853,104

   13,325,881

   200,986,896

   157,615,059

   215,840,000

   170,940,940
   c)Technical provisions by aggregated products  R$ thousandDecember 312016

   2015Insurance – Vehicle, Elementary Lines, Life and Health

   24,192,807

   20,965,746Insurance – Life with Survival Coverage (VGBL)

   138,670,739

   106,248,597Pensions – PGBL and Traditional Plans

   45,557,528

   36,848,112Pensions – Risk Traditional Plans

   7,418,926

   6,878,485Total

   215,840,000

   170,940,940
  F-128IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 d)Changes in the insurance and pension technical provisions  (i)Insurance – Vehicle, General, Life, Health and Pension (Risk on Traditional Plans)  R$ thousandYears ended December 312016

   2015At the beginning of the year

   27,844,231

   25,020,979(-) DPVAT insurance

   (333,699)

   (245,411)Subtotal at beginning of the year

   27,510,532

   24,775,568Additions, net of reversals

   28,700,765

   24,199,584Payment of claims, benefits and redemptions

   (26,449,844)

   (23,061,771)Adjustment for inflation and interest

   1,376,701

   1,597,151Subtotal at end of the period

   31,138,154

   27,510,532(+) DPVAT insurance

   473,579

   333,699Total at the Year-End

   31,611,733

   27,844,231
 (ii)Insurance – Life with Survival Coverage (VGBL)  R$ thousandYears ended December 312016

   2015At the beginning of the year

   106,248,597

   87,144,950Receipt of premiums net of fees

   35,824,651

   24,568,993Payment of benefits

   (47,379)

   (26,704)Payment of redemptions

   (16,674,828)

   (14,393,788)Adjustment for inflation and interest

   14,660,738

   9,987,082Others

   (1,341,040)

   (1,031,936)Total at the Year-End

   138,670,739

   106,248,597
 (iii)Pensions – PGBL and Traditional Plans  R$ thousandYears ended December 312016

   2015At the beginning of the year

   36,848,112

   34,393,291Receipt of contributions net of fees

   7,412,759

   2,427,913Payment of benefits

   (696,056)

   (573,307)Payment of redemptions

   (2,438,351)

   (2,123,360)Adjustment for inflation and interest

   4,808,394

   3,893,897Others

   (377,330)

   (1,170,322)Total at the Year-End

   45,557,528

   36,848,112
  BradescoF-129


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 e)Guarantees for the technical provisions  R$ thousandInsurance

   Life and Pension

   TotalDecember 31

   December 31

   December 312016

   2015

   2016

   2015

   2016

   2015Total technical reserves

   14,853,104

   13,325,881

   200,986,896

   157,615,059

   215,840,000

   170,940,940(-) Commercialization surcharge – extended warranty

   (237,104)

   (287,330)

   -

   -

   (237,104)

   (287,330)(-) Portion corresponding to contracted reinsurance

   (947,159)

   (934,252)

   (41,191)

   (32,094)

   (988,350)

   (966,346)(-) Deposits retained at IRB and court deposits

   (16)

   (2,318)

   -

   -

   (16)

   (2,318)(-) Receivables

   (1,068,329)

   (934,747)

   -

   -

   (1,068,329)

   (934,747)(-) Unearned premium reserve -Health insurance (1)

   (1,182,152)

   (1,089,006)

   -

   -

   (1,182,152)

   (1,089,006)(-) Reserves from DPVAT agréments

   (465,568)

   (325,149)

   -

   -

   (465,568)

   (325,149)To be insured

   10,952,776

   9,753,079

   200,945,705

   157,582,965

   211,898,481

   167,336,044Investment fund quotas (VGBL and PGBL) (2)

   -

   -

   168,337,785

   128,864,259

   168,337,785

   128,864,259Investment fund quotas (excluding VGBL and PGBL)

   7,164,637

   6,018,361

   23,273,027

   18,159,359

   30,437,664

   24,177,720Government securities

   5,882,012

   5,488,115

   14,187,009

   13,078,481

   20,069,021

   18,566,596Private securities

   93,287

   106,660

   169,440

   176,214

   262,727

   282,874Equities

   2,325

   1,911

   1,728,856

   1,123,289

   1,731,181

   1,125,200Total guarantees of technical reserves

   13,142,261

   11,615,047

   207,696,117

   161,401,602

   220,838,378

   173,016,649
 (1)In accordance with Article 4 of ANS Resolution n° 392/15; and (2)The “VGBL” and “PGBL” mutual funds were consolidated in the consolidated financial statements.    F-130IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 f)Changes in deferred acquisition cost (insurance assets)  R$ thousandYears ended December 312016

   2015At the beginning of the year

   1,945,238

   1,839,353Additions

   1,940,226

   1,924,261Reversals

   (2,135,220)

   (1,818,376)Total at the Year-End

   1,750,244

   1,945,238
 g)Changes in reinsurance assets  R$ thousandYears ended December 312016

   2015At the beginning of the year

   1,144,506

   1,037,654Additions

   667,908

   828,630Reversals

   (485,724)

   (481,971)Recovered insurance losses

   (173,908)

   (231,592)Adjustment of inflation and interest

   43,790

   38,876Others

   (10,378)

   (47,091)Total at the Year-End

   1,186,194

   1,144,506
  h)Claim information  The purpose of the table below is to show the inherent insurance risk, comparing the insurance claims paid with their provisions. Starting from the year in which the claim was reported, the upper part of the table shows the changes in the provision over the years. The provision varies as more precise information concerning the frequency and severity of the claims is obtained. The lower part of the table shows the reconciliation of the amounts with the amounts presented in the financial statements.   BradescoF-131


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 Insurance, Vehicle/RCF and Elementary Lines – Claims, gross reinsurance(1)  R$ thousandYear claims were notifiedUp to2006

   2007

   2008

   2009

   2010

   2011

   2012

   2013

   2014

   2015

   2016

   TotalAmount estimated for the claims:·In the year of notification

   3,652,298

   1,701,439

   1,151,871

   2,058,559

   2,414,674

   2,647,298

   3,134,409

   3,020,829

   3,708,479

   4,160,984

   3,821,255

   -·One year after notification

   3,547,463

   1,638,346

   1,108,270

   2,037,365

   2,394,609

   2,626,356

   3,035,716

   2,848,361

   3,456,642

   4,028,967

   -

   -·Two years after notification

   3,512,421

   1,596,899

   1,088,069

   2,018,329

   2,387,075

   2,604,738

   3,021,698

   2,809,942

   3,464,389

   -

   -

   -·Three years after notification

   3,521,835

   1,593,526

   1,094,795

   2,015,921

   2,403,020

   2,604,061

   3,041,626

   2,839,210

   -

   -

   -

   -·Four years after notification

   3,522,930

   1,598,083

   1,102,364

   2,046,000

   2,418,649

   2,600,194

   3,071,989

   -

   -

   -

   -

   -·Five years after notification

   3,531,986

   1,600,766

   1,102,595

   2,044,644

   2,428,252

   2,625,442

   -

   -

   -

   -

   -

   -·Six years after notification

   3,544,482

   1,608,667

   1,127,609

   2,056,612

   2,431,363

   -

   -

   -

   -

   -

   -

   -·Seven years after notification

   3,569,405

   1,601,931

   1,140,708

   2,072,169

   -

   -

   -

   -

   -

   -

   -

   -·Eight years after notification

   3,593,037

   1,607,644

   1,158,436

   -

   -

   -

   -

   -

   -

   -

   -

   -·Nine years after notification

   3,611,965

   1,631,287

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -·Ten years after notification

   3,618,567

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -Estimate of claims on the reporting date (2016)

   3,618,567

   1,631,287

   1,158,436

   2,072,169

   2,431,363

   2,625,442

   3,071,989

   2,839,210

   3,464,389

   4,028,967

   3,821,255

   30,763,074Payments of claims

   (3,517,046)

   (1,610,429)

   (1,012,442)

   (2,027,918)

   (2,377,739)

   (2,564,115)

   (2,804,740)

   (2,713,335)

   (3,314,093)

   (3,656,421)

   (2,807,198)

   (28,405,476)Outstanding Claims

   101,521

   20,858

   145,994

   44,251

   53,624

   61,327

   267,249

   125,875

   150,296

   372,546

   1,014,057

   2,357,598
   F-132IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  Insurance, Vehicle/RCF and Elementary Lines – Claims, net reinsurance(1)  R$ thousandYear claims were notifiedUp to2006

   2007

   2008

   2009

   2010

   2011

   2012

   2013

   2014

   2015

   2016

   TotalAmount estimated for the claims:·In the year of notification

   3,139,915

   1,421,768

   859,651

   1,791,249

   2,260,194

   2,440,426

   2,804,706

   2,815,311

   3,523,133

   3,805,260

   3,661,006

   -·One year after notification

   3,050,630

   1,385,711

   846,124

   1,773,092

   2,235,404

   2,417,095

   2,695,513

   2,648,135

   3,306,665

   3,695,713

   -

   -·Two years after notification

   3,052,558

   1,381,949

   835,214

   1,766,152

   2,232,926

   2,401,407

   2,696,091

   2,622,005

   3,317,745

   -

   -

   -·Three years after notification

   3,070,824

   1,379,442

   844,636

   1,769,942

   2,251,003

   2,418,057

   2,705,326

   2,658,925

   -

   -

   -

   -·Four years after notification

   3,088,336

   1,386,605

   850,115

   1,791,739

   2,268,293

   2,425,973

   2,729,230

   -

   -

   -

   -

   -·Five years after notification

   3,115,450

   1,392,108

   857,121

   1,797,090

   2,281,206

   2,452,938

   -

   -

   -

   -

   -

   -·Six years after notification

   3,131,064

   1,401,024

   868,958

   1,810,770

   2,291,650

   -

   -

   -

   -

   -

   -

   -·Seven years after notification

   3,156,282

   1,404,940

   873,978

   1,822,466

   -

   -

   -

   -

   -

   -

   -

   -·Eight years after notification

   3,181,438

   1,410,894

   884,796

   -

   -

   -

   -

   -

   -

   -

   -

   -·Nine years after notification

   3,195,839

   1,433,785

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -·Ten years after notification

   3,187,897

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -Estimate of claims on the reporting date (2016)

   3,187,897

   1,433,785

   884,796

   1,822,466

   2,291,650

   2,452,938

   2,729,230

   2,658,925

   3,317,745

   3,695,713

   3,661,006

   28,136,151Payments of claims

   (3,146,321)

   (1,418,776)

   (870,665)

   (1,795,647)

   (2,253,543)

   (2,402,463)

   (2,663,864)

   (2,570,341)

   (3,204,654)

   (3,497,081)

   (2,751,146)

   (26,574,501)Outstanding Claims

   41,576

   15,009

   14,131

   26,819

   38,107

   50,475

   65,366

   88,584

   113,091

   198,632

   909,860

   1,561,650
  BradescoF-133


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 Life – Insurance claims, gross reinsurance(1)  R$ thousandYear claims were notifiedUp to2006

   2007

   2008

   2009

   2010

   2011

   2012

   2013

   2014

   2015

   2016

   TotalAmount estimated for the claims:·In the year of notification

   1,650,921

   945,156

   988,704

   1,066,594

   1,186,823

   1,405,113

   1,454,510

   1,515,511

   1,549,543

   1,663,121

   1,756,264

   -·One year after notification

   1,670,773

   936,504

   1,002,393

   1,086,712

   1,184,392

   1,389,126

   1,438,976

   1,501,178

   1,583,794

   1,660,309

   -

   -·Two years after notification

   1,679,142

   948,451

   1,022,193

   1,109,334

   1,196,591

   1,396,523

   1,455,520

   1,536,865

   1,585,359

   -

   -

   -·Three years after notification

   1,699,094

   955,630

   1,019,669

   1,104,902

   1,186,990

   1,408,985

   1,458,447

   1,525,880

   -

   -

   -

   -·Four years after notification

   1,733,618

   958,823

   1,018,979

   1,113,203

   1,199,975

   1,409,080

   1,462,686

   -

   -

   -

   -

   -·Five years after notification

   1,727,595

   954,413

   1,017,564

   1,123,794

   1,199,725

   1,418,617

   -

   -

   -

   -

   -

   -·Six years after notification

   1,729,827

   959,713

   1,019,470

   1,122,306

   1,198,627

   -

   -

   -

   -

   -

   -

   -·Seven years after notification

   1,732,309

   936,945

   1,023,569

   1,116,707

   -

   -

   -

   -

   -

   -

   -

   -·Eight years after notification

   1,736,075

   941,765

   1,026,012

   -

   -

   -

   -

   -

   -

   -

   -

   -·Nine years after notification

   1,739,553

   946,689

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -·Ten years after notification

   1,778,648

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -

   -Estimate of claims on the reporting date (2016)

   1,778,648

   946,689

   1,026,012

   1,116,707

   1,198,627

   1,418,617

   1,462,686

   1,525,880

   1,585,359

   1,660,309

   1,756,264

   15,475,798Payments of claims

   (1,726,943)

   (916,324)

   (999,687)

   (1,088,527)

   (1,139,637)

   (1,345,933)

   (1,376,414)

   (1,400,089)

   (1,266,145)

   (1,284,349)

   (1,297,092)

   (13,841,140)Outstanding Claims

   51,705

   30,365

   26,325

   28,180

   58,990

   72,684

   86,272

   125,791

   319,214

   375,960

   459,172

   1,634,658
 (1) The claims table does not include the amountof IBNER ot the life product -– R$ 44.541 thousand, the products Health and Dental insurance – R$ 2,311,116 thousand, DPVAT insurance – R$ 136,177 thousand, Retrocession – R$ 21,618 thousand and salvage and reimbursement estimates - R$ (178,093) thousand.     F-134IFRS – International Financial Reporting Standards – 2016


---





Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 36)Supplemental pension plans  Bradesco and its subsidiaries sponsor a private defined contribution pension for employees and directors, that allows financial resources to be accumulated by participants throughout their careers by means of employee and employer contributions and invested in an Exclusive Investment Fund (FIE). The Supplementary Pension Plan is managed by Bradesco Vida e Previdência S.A. and BRAM – Bradesco Asset Management S.A. DTVM is responsible for the financial management of the FIEs funds.  The Supplementary Pension Plan counts on contributions from employees and administrators of Bradesco and its subsidiaries equivalent to at least 4% of the salary by employees and, 5% of the salary, plus the percentage allocated to covers of risk benefits (invalidity and death) by the company. Actuarial obligations of the defined contribution plan are fully covered by the plan assets of the corresponding FIE. In addition to the plan, in 2001, participants who chose to migrate from the defined benefit plan are guaranteed a proportional deferred benefit, corresponding to their accumulated rights in that plan. For the active participants, retirees and pensioners of the defined benefit plan, now closed to new members, in extinction, the present value of the actuarial obligations of the plan is completely secured by collateral assets.  Banco Alvorada S.A. (successor from the spin-off of Banco Baneb S.A.) maintains defined contribution and defined benefit retirement plans, through Fundação Baneb de Seguridade Social – Bases (related to the former employees of Baneb).  Bradesco’s sponsors both defined benefit and defined contribution retirement plans, through Caixa de Assistência e Aposentadoria dos Funcionários do Banco do Estado do Maranhão (Capof), to employees originating from Banco BEM S.A.  Bradesco sponsors a defined benefit plan through Caixa de Previdência Privada Bec – Cabec, for former employees of Banco do Estado do Ceará S.A., having requested the withdrawal of the sponsorship in March 2016, which is stillin course.  With the acquisition of HSBC Bank Brasil S.A. (current Kirton Bank Brasil S.A.), the open pension plan, which was offered to employees of that institution, in the modality of defined contribution, has been discontinued. From October 2016, the employees transferred can adhere to the Pension Plan offered to the employees of Bradesco.  Kirton Bank Brasil S.A., Kirton Capitalização S.A., Kirton Corretora de Seguros S.A., Kirton Corretora de Títulos e Valores Mobiliários S.A. and Kirton Seguros S.A. sponsor a defined benefit plan called APABA to employees originating from Banco Bamerindus do Brasil S.A., and Kirton Administração de Serviços para Fundos de Pensão Ltda. sponsors to its employees the Kirton Prev Benefits Plan (Plano de Benefícios Kirton Prev)), both managed by MultiBRA – Pension Fund.  Banco Losango S.A., Kirton Bank Brasil S.A. and Credival – Participações, Administração e Assessoria Ltda. sponsor three pension plans for its employees, which are Losango I Benefits Plan – Basic Part, Losango I – Supplementary Part and PREVMAIS Losango Plan, all managed by MultiBRA – Settlor – Multiple Fund.  Bradesco took on the obligations of Kirton Bank Brasil S.A. with regard to Life Insurance, Health Insurance Plans, and Retirement Compensation for employees coming from Banco Bamerindus do Brasil S.A.  Expenses related to contributions made in 2016 totaled R$ 584,438 thousand (2015 - R$ 606,245 thousand and 2014 - R$ 622,807 thousand).  In addition to this benefit, Bradesco and its subsidiaries offer other benefits to their employees and administrators, including health insurance, dental care, life and personal accident insurance, and professional training. These expenses, including the aforementioned contributions, totaled R$ 3,826,715 thousand in 2016 (2015 - R$ 3,163,517 thousand and 2014 - R$ 2,949,691 thousand).  IAS 19 establishes that the employer must recognize prospectively the surplus or deficit of its defined


benefit plans and post-retirement plans as an asset or an obligation in its consolidated statement of financial position, and must recognize the changes in the financial condition during the year in which the changes occurred, in profit or loss.  BradescoF-135


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  In accordance with the requirements of IAS 19 – Employee Benefits, Bradesco and its subsidiaries, as sponsors of these plans, taking into consideration the economic and actuarial study, recalculated their actuarial commitments using the real interest rate that reflected the new real interest rate scenario and recognised their obligations in the financial statements as appropriate.  R$ thousandYears ended December 312016

   2015(i)Projected benefit obligations:At the beginning of the year

   1,162,005

   1,182,761Balance originating from an acquired institution

   761,119

   -Cost of current service

   (1,077)

   (579)Interest cost

   181,595

   133,385Participant’s contribution

   2,831

   2,590Actuarial gains/(losses)

   182,762

   (58,529)Benefit paid

   (147,842)

   (97,623)At the end of the year

   2,141,393

   1,162,005(ii)Plan assets comprise:At the beginning of the year

   1,047,782

   1,070,636Balance originating from an acquired institution

   883,858

   -Expected returns

   307,728

   64,011Contributions received:Employer

   33,515

   8,168Employees

   2,831

   2,590Benefits paid

   (147,842)

   (97,623)At the end of the year

   2,127,872

   1,047,782(iii)Financial position:Plans in deficit

   (130,293)

   (131,849)Plans in surplus

   116,772

   17,626Net balance

   (13,521)

   (114,223)
  The net cost/(benefit) of the pension plans recognized in the consolidated statement of income includes the following components:  R$ thousandYears ended December 312016

   2015

   2014Projected benefit obligations:Cost of service

   (1,077)

   (579)

   641Cost of interest on actuarial obligations

   181,595

   133,385

   127,082Expected returns from the assets of the plan

   (174,937)

   (120,960)

   (116,965)Net cost/ (benefit) of pension plans

   5,581

   11,846

   10,758
  The accumulated obligations of the pension plans are included in “Other Liabilities”, in our consolidated statement of financial position.  F-136IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  In 2016, as a result of the plans arising from the acquisition of HSBC Brasil, we recorded a liability of health insurance, life insurance, and savings plans, in the amount of R$ 498,591 thousand, being: (i) presumed balance in the amount of R$ 453,768 thousand; (ii) cost of interest and services in the amount of R$ 23,288 thousand; (iii) actuarial gain in the amount of R$ 34,674 thousand; and (iv) benefit paid in the amount of R$ (13,139) thousand.  Benefit obligations and net periodic benefit cost for the years 2016 and 2015 for our subsidiaries, were determined using the following assumptions:  December 312016

   2015Discount rate (1)

   11.1%

   12.7%Expected long-term rate of return on the assets

   11.1%

   12.7%Increase in salary levels

   4.8%

   5.0%
  (1)In 2016, considering an inflation rate of 4.8% p.a. and a real discount rate of 6.0% p.a. (2015 – 5.0% and 7.3% p.a., respectively).  The long-term rate of return on plan assets is based on the following:  ·Medium- to long-term expectations of the asset managers; and ·Public and private securities, with short to long-term maturities which represent a significant portion of the investment portfolios of our subsidiaries, the return on which is higher than inflation plus interest.  The assets of pension plans are invested in compliance with the applicable legislation (government securities and private securities, listed company shares and real estate properties) and the weighted-average allocation of the pension plan's assets by category is as follows:  Assets of the Alvorada Plan

   Assets of the Bradesco Plan

   Assets of the Kirton Plan

   Assets of the Losango PlanDecember 31

   December 31

   December 31

   December 31

   December 312016

   2015

   2016

   2015

   2016

   2016Asset categoriesEquities

   -

   -

   3.9%

   8.9%

   -

   18.8%Fixed income

   93.1%

   92.0%

   91.3%

   83.0%

   100.0%

   81.2%Properties

   5.3%

   6.3%

   2.7%

   2.4%

   -

   -Other

   1.6%

   1.7%

   2.1%

   5.7%

   -

   -Total

   100.0%

   100.0%

   100.0%

   100.0%

   100.0%

   100.0%
  Below is the sensitivity analysis of the benefit plan obligations, showing the impact on the actuarial exposure (11.1% p.a.) assuming a 1 b.p. change in the discount rate:  Discount rate

   Sensitivity analysis

   Effect on actuarial liabilities

   Effect on the present value of obligations12.1%

   Increase of 1 b.p.

   decrease

   (338,533)10.1%

   Decrease of 1 b.p.

   increase

   385,452
  37)Provisions, contingent liabilities and contingent assets  a)Contingent assets  Contingent assets are not recognized in the financial statements. However, there are ongoing proceedings where the chance of success is considered probable, such as: a) Social Integration  BradescoF–137


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 Program (PIS), Bradesco has made a claim to offset PIS against Gross Operating Income, paid under Decree-Laws no2,445/88 and no2,449/88, regarding the payment that exceeded the amount due under Supplementary Law no07/70 (PIS Repique); and b) other taxes, the legality and/or constitutionality of which is being challenged, where the decision may lead to reimbursement of amounts paid.  b)Contingent liabilities and tax and social security obligations  The Organization is a party to a number of labor, civil and tax lawsuits, arising from the normal course of business.  Management recorded provisions based on their opinion and that of their legal counsel, the nature of the lawsuit, similarity to previous lawsuits, complexity and the courts standing, where the loss is deemed probable.  Management considers that the provision is sufficient to cover losses generated by the respective lawsuits.  Liability related to litigation is held until the conclusion to the lawsuit, represented by judicial decisions, with no further appeals or due to the statute of limitation.  I -Labor claims  These are claims brought by former employees and outsourced employees seeking indemnifications, most significantly for unpaid “overtime”, pursuant to Article 224 of the Consolidation of Labor Laws (CLT). In proceedings in which a judicial deposit is used to guarantee the execution of the judgment, the labor provision is made considering the estimated loss of these deposits. For proceedings with similar characteristics and for which there has been no official court decision, the provision is recorded based on the average calculated value of payments made for labor complaints settled in the past 12 months and for proceedings originating from acquired banks, with unique characteristics, the calculation and assessment of the required balance is conducted periodically, based on the updated recent loss history. Overtime is monitored by using electronic time cards and paid regularly during the employment contract and, accordingly, the claims filed by former employees do not represent significant amounts. II -Civil proceedings  These are claims for pain and suffering and property damages, mainly relating to protests, returned checks, the inclusion of information about debtors in the credit restriction registry and the replacement of inflation adjustments excluded as a result of government economic plans. These lawsuits are individually controlled using a computer-based system and provisioned whenever the loss is deemed as probable, considering the opinion of Management and their legal counsel, the nature of the lawsuits, similarity with previous lawsuits, complexity and positioning of the courts. Most of these lawsuits are brought to the Special Civil Court (JEC), in which the claims are limited to 40 times the minimum wage and do not have a significant impact on  the Organization’s financial position. There are a significant number of legal claims pleading alleged differences in adjustment for inflation on savings account balances due to the implementation of economic plans that were part of the federal government’s economic policy to reduce inflation in the ‘80s and ‘90s.   F-138IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 Although Bradesco complied with the law and regulation in force at the time, these lawsuits have been recorded in provisions, taking into consideration the claims where the Bank is the defendant and the perspective of loss, which is considered after the analysis of each demand, based on the current decision of the Superior Court of Justice (STJ). Note that, regarding disputes relating to economic plans, the Federal Supreme Court (STF) suspended the prosecution of all lawsuits on cognizance stage, until the Court issues a final decision on the right under litigation.  c)Tax and social security obligations  The Organization is disputing the legality and constitutionality of certain taxes and contributions in court, for which provisions have been recorded in full, although there is good chance of a favorable outcome, based on the opinion of Management and their legal counsel. The processing of these legal obligations and the provisions for cases for which the risk of loss is deemed as probable is regularly monitored in the legal court. During or after the conclusion of each case, a favorable outcome may arise for the Organization, resulting in the reversal of the related provisions. The main cases are:  -PIS and COFINS – R$ 2,320,261 thousand (R$ 2,115,466 thousand in 2015): a request for authorization to calculate and pay PIS and COFINS based on effective billing, as set forth in Article 2 of Supplementary Law no70/91, removing from the calculation base the unconstitutional inclusion of other revenues other than those billed;  -IRPJ/CSLL on losses of credits – R$ 1,913,208 thousand (R$ 1,880,905 thousand in 2015): we are requesting to deduct from income tax and social contributions payable (IRPJ and CSLL, respectively) amounts of actual and definite loan losses related to unconditional discounts granted during collections, regardless of compliance with the terms and conditions provided for in Articles 9 to 14 of Law no9,430/96 that only apply to temporary losses;  -Pension Contributions – R$ 1,385,456 thousand (R$ 1,080,640 thousand in 2015): official notifications related to the pension contributions on financial contributions in private pension plans, considered by the authorities to be compensatory sums subject to the incidence of pension contributions and to an isolated fine for not withholding IRRF on the financial contributions;  -INSS Autonomous Brokers – R$ 901,171 thousand (R$ 1,794,380 thousand in 2015): The Bradesco Organization is questioning the charging of social security contribution on remunerations paid to third-party service providers, established by Supplementary Law No. 84/96 and subsequent regulations/amendments, at 20.0% with an additional 2.5%, on the grounds that services are not provided to insurance companies but to policyholders, thus being outside the scope of such a contribution as provided for in item I, Article 22 of Law no8,212/91, as new wording in Law no9,876/99; -INSS – Contribution to SAT – R$ 374,620 thousand: in an ordinary lawsuit filed by the Brazilian Federation of Banks – Febraban, since April 2007, on behalf of its members, is questioning the classification of banks at the highest level of risk, with respect to Work Accident Risk – RAT, which eventually raised the rate of the respective contribution from 1% to 3%, in accordance with Decree no6,042/07; and  -PIS – R$ 339,767 thousand (R$325,932 thousand in 2015): The Bradesco Organization is requesting authorization to offset overpaid amounts in 1994 and 1995 as PIS contribution, already compensated, provisioned upon granting of the preliminary injunction, corresponding to the surplus paid over that calculated on the tax base established in the Constitution, i.e., gross operating income, as defined in the income tax legislation set out in Article 44 of Law no4,506/64, which excludes interest income.   BradescoF–139


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 In general, the provisions relating to lawsuits are classified as non-current, due to the unpredictability of the duration of the proceedings in the Brazilian justice system. For this reason, the estimate has not been disclosed with relation to the specific year in which these lawsuits will be closed.  d)Changes in other provision  R$ thousandLabor

   Civil

   Tax and Social Security (1)(2)Balance onDecember 31, 2015

   3,048,442

   4,202,950

   8,112,925Indexation charges

   454,045

   409,236

   705,036Additions, net of reversals

   876,816

   1,310,333

   (1,236,705)Balance originating from an acquired institution (3)

   1,684,370

   544,997

   703,967Payments

   (961,941)

   (1,464,076)

   (97,986)Balance onDecember 31, 2016

   5,101,732

   5,003,440

   8,187,237Balance onDecember 31, 2014

   2,705,363

   3,937,591

   7,221,447Indexation charges

   366,088

   373,757

   653,107Additions, net of reversals

   883,887

   983,576

   250,501Payments

   (906,896)

   (1,091,974)

   (12,130)Balance onDecember 31, 2015

   3,048,442

   4,202,950

   8,112,925
 (1)Mainly include legal liabilities; (2)In 2016, there were reversals of a provisions relating to: i) the process of INSS of the self-employed of the Bradesco Saúde subsidiary, in the amount of R$ 1,081,528 thousand; ii) to the Pis process – EC 17, in the amount of R$ 242,242 thousand; and iii) offset by the provision for social security contributions on transfers to private pension plans, in the amount of R$ 215,668 thousand; and (3)HSBC Brasil.  e)Contingent liabilities classified as possible losses  The Organization maintains a system to monitor all administrative and judicial proceedings in which the institution is plaintiff or defendant and, based on the opinion of legal counsel, classifies the lawsuits according to the expectation of loss. Case law trends are periodically analyzed and, if necessary, the related risk is reclassified. In this respect, contingent lawsuits deemed to have a possible risk of loss are not recorded as a liability in the financial statements. The main proceedings in this category are the following: a) 2006 to 2013 income tax and social contribution, relating to goodwill amortization being disallowed on the acquisition of investments, for the amount of R$ 5,894,504 thousand (R$ 5,194,055 thousand in 2015); b) Fines and disallowances of Cofins loan compensations, released after a favorable decision in a judicial proceeding, where the unconstitutionality of the expansion of the intended calculation base was discussed for revenues other than those from billing (Law no9,718/98), in the amount of R$ 3,999,185 thousand; c) Leasing companies’ Tax on Services of any Nature (ISSQN), total lawsuits correspond to R$ 2,398,185  thousand (R$ 1,910,629 thousand in 2015) which relates to the municipal tax demands from municipalities other than those in which the company is located and where, under law, tax is collected; d) IRPJ and CSLL deficiency note relating to disallowance of exclusions of revenues from the mark-to-market of securities from 2007 to 2012, differences in depreciation expenses, insufficient depreciation expenses, expenses with depreciation of leased assets, operating expenses and income and disallowance of tax loss compensation, in the amount of R$ 1,653,942 thousand (R$ 908,915 thousand in 2015); e) Notifications and disallowances of compensations of PIS and Cofins related to the unconstitutional extension of the basis of calculation intended for other income other than the billing (Law no9,718/98), from acquired companies, amounting to R$ 1,317,238 thousand; f) IRPJ and CSLL deficiency notice relating to the disallowance of loan loss deductions, for the amount of R$ 760,436 thousand (R$ 1,200,403 thousand in 2015); and g) IRPJ and CSLL deficiency note, amounting to R$ 459,962


thousand (R$ 421,035 thousand in 2015) relating to profit of subsidiaries based overseas, for the calendar years of 2008 and 2009.  F-140IFRS – International Financial Reporting Standards – 2016


---



Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  38)Other liabilities  R$ thousandDecember 312016

   2015Financial liabilitiesCredit card transactions (1)

   23,717,936

   19,100,529Foreign exchange transactions (2)

   17,975,291

   13,263,836Loan assignment obligations(4)

   8,761,827

   7,519,809Capitalization bonds

   7,502,158

   6,893,483Negotiation and intermediation of securities

   2,569,881

   2,716,075Liabilities for acquisition of assets – financial leasing (Note 38 a)

   1,063,649

   676,149Other liabilitiesThird party funds in transit(3)

   7,068,452

   6,382,059Provision for payments

   6,997,168

   5,605,489Sundry creditors

   8,843,035

   5,451,598Corporate and statutory obligations

   4,631,237

   3,770,172Other taxes payable

   1,528,980

   1,378,280Liabilities for acquisition of assets and rights

   1,452,568

   1,077,236Others

   4,853,333

   4,203,343Total

   96,965,515

   78,038,058
 (1)Refers to amounts payable to merchants; (2)Mainly refers to the institution’s sales in foreign currency to customers and its right’s in domestic currency, resulting from exchange sale operations; (3)Mainly refers to payment orders issued domestically and the amount of payment orders in foreign currency coming from overseas; and (4)Bradesco carried out operations related to the sale or transfer of financial assets in which there was the retention of credit risks of the financial assets transferred. Therefore, such operations remained recorded in loans and advance to customer - property loans in the amount of R$ 8,762,498 thousand (2015 - R$ 7,510,739 thousand)..  a)Composition by maturity of financial leasing and details of operating leases  R$ thousandDecember 312016

   2015Due within one year

   578,965

   475,211From 1 to 2 years

   375,073

   183,676From 2 to 3 years

   109,611

   17,262Total

   1,063,649

   676,149
  Total non-cancellable minimum future payments due on operating leases in 2016 are R$ 8,315,315  thousand, of which R$ 911,723 thousand is due within 1 year, R$ 3,512,338 thousand between 1-5 years and R$ 3,891,254 thousand with more than 5 years.   BradescoF–141


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  39)Equity  a)Capital and shareholders’ rights  i.Composition of share capital in number of shares  The share capital, which is fully subscribed and paid, is divided into registered shares with no par value.  December 312016

   2015 (1)Common (one vote per share)

   2,776,801,011

   2,776,801,011Preferred (no voting rights)

   2,776,800,721

   2,776,800,721Subtotal

   5,553,601,732

   5,553,601,732In treasury (common)

   (4,575,045)

   (4,036,925)In treasury (preferred)

   (17,141,588)

   (17,141,589)Total outstanding

   5,531,885,099

   5,532,423,218
  ii.Changes in capital stock, in number of shares  Common

   Preferred

   TotalNumber of shares outstanding on December 31, 2014 (1)

   2,772,974,845

   2,764,940,693

   5,537,915,538Shares acquired and not cancelled

   (210,760)

   (5,281,560)

   (5,492,320)Number of shares outstanding on December 31, 2015

   2,772,764,085

   2,759,659,133

   5,532,423,218Shares acquired and not cancelled

   (538,119)

   -

   (538,119)Number of shares outstanding on December 31, 2016

   2,772,225,966

   2,759,659,133

   5,531,885,099
 (1)All share amounts presented for prior periods have been adjusted to reflect the stock split approved at the Board of Directors’ Meeting  of March 10, 2016 in proportion of one new share for every 10 shares held.  In the Extraordinary General Meeting of March 10, 2015, deliberation was made to increase the Capital Stock by R$ 5,000,000 thousand, increasing it from R$ 38,100,000 thousand to R$ 43,100,000 thousand, through the capitalization of part of the balance of the account “Profit Reserves - Statutory Reserve”, in compliance with the provisions in Article 169 of Lawno6,404/76, with a bonus of 20% in shares, by issuing 841,454,808 new nominative-book entry shares, with no nominal value, whereby 420,727,426 common and 420,727,382 preferred shares, attributed free-of-charge to the shareholders as bonus, in the ratio of two (2) new shares for every ten (10) shares of the same type that they own, benefiting the shareholders registered on March 26, 2015.  In the Extraordinary General Meeting of March 10, 2016, the approval was proposed by the Board of Directors to increase the capital stock by R$ 8,000,000 thousand, increasing it from R$ 43,100,000 thousand to R$ 51,100,000 thousand, with a bonus in shares, through the capitalization of part of the balance of the account “Profit Reserves - Statutory Reserve”, in compliance with the provisions in Article 169 of Lawno6,404/76, by issuing 504,872,885 new nominative-book entry shares, with no nominal value, whereby 252,436,456 are common and 252,436,429 are preferred shares, attributed free-of-charge to the shareholders as bonus, to the ratio of 1 new share for every 10 shares of the same type that they own on the base date.  Subsequent to the date of approval of these Financial Statements, in the Extraordinary General Meeting of March 10, 2017, the approval was proposed by the Board of Directors to increase the capital stock by R$ 8,000,000 thousand, increasing it from R$ 51,100,000 thousand to R$ 59,100,000 thousand, with a bonus in shares, through the capitalization of part of the balance of the account "Profit Reserves - Statutory Reserve", in compliance with the provisions in Article 169 of Law no 6,404/76, by issuing 555,360,173 new nominative-book entry shares, with no nominal value, whereby 277,680,101 are common and 277,680,072 are preferred shares, attributed free-of-charge to the shareholders as bonus, to the ratio of 1 new share for every 10 shares of the same type that they own on the base date.  All of the shareholders are entitled to receive, in total, a mandatory dividend of at least 30% of Bradesco’s annual net income, as shown in the statutory accounting records, adjusted by transfers to reserves. The Organization has no obligation that is exchangeable for or convertible into shares of capital. As a result, its diluted earnings per share is the same as the basic earnings per share.  F-142IFRS – International Financial Reporting Standards – 2016


Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  In occurring any operation that changes the number of shares, simultaneously with the transaction in the Brazilian Market, and with the same timeframes, an identical procedure is adopted in the International Market, for the ADRs/GDRs traded in New York, USA, and Madrid, Spain.  Treasury shares are recorded at cost, which is approximately equivalent to the market prices on the date they are acquired. Cancellation of treasury shares is recorded as a reduction of unappropriated retained earnings. Treasury shares are acquired for subsequent sale or cancellation.  b)Reserves  Capital reserve  The capital reserve consists mainly of premiums paid by the shareholders upon subscription of shares. The capital reserve is used for (i) absorption of any losses in excess of accumulated losses and revenue reserves, (ii) redemption, reimbursement of purchase of shares, (iii) redemption of founders ́ shares, (iv) transfer to share capital, and (v) payment of dividends to preferred shares, when this privilege is granted to them.  Revenue reserves  In accordance with Corporate Legislation, Bradesco and its Brazilian subsidiaries must allocate 5% of their annual statutory net income, after absorption of accumulated losses, to a legal reserve, the distribution of which is subject to certain limitations. The reserve can be used to increase capital or to absorb losses, but cannot be distributed in the form of dividends.  The Statutory Reserve aims to maintain an operating margin that is compatible with the development of the Organization’s active operations and may be formed by up to 100% of net income remaining after statutory allocations if proposed by the Board of Executive Officers, approved by the Board of Directors and ratified at the Shareholders’ Meeting, with the accumulated value limited to 95% of the Organization’s paid-in capital share amount.  c)Dividends (including interest on equity)  Dividends are based on the net income as determined in the financial statements prepared in accordance with Brazilian generally accepted accounting principles (BR GAAP) applicable to financial institutions authorized to operate by the Central Bank of Brazil. The dividends are paid inReaisand can be converted into US dollars and remitted to shareholders abroad, provided that the equity participation of the non-resident shareholder is registered with the Central Bank of Brazil, Brazilian companies may pay interest on equity to shareholders based on the net equity and treat these payments as deductible expenses in the Brazilian income tax and social contribution calculations. The interest cost is treated for accounting purposes as a deduction from equity in a manner similar to dividends. Withholding income tax is levied and paid at the time that the interest on equity is paid to the shareholders.  In 2016 the Organization distributed dividends (including interest on equity) of R$ 6,975,782  thousand, being attributed to the shareholders, the amount per share of R$ 1.20 for common shares and R$ 1.32 for preferred shares (2015 - R$ 6,034,964 thousand, R$ 1.04 for common shares and R$ 1.14 for preferred shares).    BradescoF–143


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 40)Transactions with related parties  Related party transactions are carried out under conditions and at rates consistent with those entered into with third parties, when applicable, and effective on the dates of the operations.  The principal shareholders of Bradesco are Cidade de Deus Companhia Comercial de Participações and Fundação Bradesco.Fundação Bradesco is a not-for-profit entity that for more than 40 years, has been helping to develop the potential of children and youngsters by means of schools in disadvantaged regions.  The main transactions with related parties are presented as follows:  R$ thousandControllers (1)

   Joint control and associated

   companies(2)

   Key management personnel(3)

   TotalDecember 312016

   2015

   2016

   2015

   2016

   2015

   2016

   2015AssetsLoans and advances to banks

   -

   -

   1,033,479

   223,874

   -

   -

   1,033,479

   223,874Other assets

   -

   -

   6,128

   11,277

   -

   -

   6,128

   11,277LiabilitiesDeposits from customers

   1,374,940

   114,245

   62,928

   47,436

   86,594

   69,429

   1,524,462

   231,110Funds from securities issued

   5,755,615

   822,271

   398,549

   970,906

   823,527

   716,400

   6,977,691

   2,509,577Corporate and statutory obligations

   1,770,149

   1,279,382

   -

   -

   -

   -

   1,770,149

   1,279,382Other liabilities

   -

   -

   13,704

   24,811

   -

   -

   13,704

   24,811
    F-144IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
  R$ thousandControllers (1)

   Joint control and associated

   companies(2)

   Key management personnel(3)

   TotalYears ended December 312016

   2015

   2014

   2016

   2015

   2014

   2016

   2015

   2014

   2016

   2015

   2014Revenues and expensesNet Interest income

   (1,129,931)

   (78,813)

   (48,065)

   (41,814)

   (426)

   (34,732)

   (108,333)

   (88,344)

   (81,337)

   (1,280,078)

   (167,583)

   (164,134)Other revenues

   -

   -

   -

   360,286

   337,070

   43,663

   -

   -

   -

   360,286

   337,070

   43,663Otherexpenses

   (2,391)

   (2,160)

   (1,485)

   (224,444)

   (246,504)

   (110,544)

   -

   -

   -

   (226,835)

   (248,664)

   (112,029)
  (1) Cidade de Deus Cia. Cial. de Participações, Fundação Bradesco, NCF Participações S.A., Titanium Holdings S.A., BBD Participações S.A. and Nova Cidade de Deus Participações S.A.; (2) Companies listed in Note 2; and (3) Members of the Board of Directors and the Board of Executive Officers.  BradescoF–145


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 a) Remuneration of key management personnel  The following is established each year at the Annual Shareholders’ Meeting:  ·The annual grand total amount of management compensation, set forth at the Board of Directors Meetings, to be paid to board members and members of the Board of Executive Officers, as determined by the Company’s Bylaws; and  ·The amount allocated to finance Management pension plans, within the Employee and Management pension plan of the Bradesco Organization.  For 2016, the maximum amount of R$474,500thousand (2015 - R$ 349,900 thousand) was set for Management compensation and R$ 268,100 thousand (2015 - R$ 353,000 thousand) to finance defined contribution pension plans. The current policy on Management compensation sets forth that 50% of net variable compensation, if any, must be allocated to the acquisition of preferred shares of Bradesco, in the name of Directors, which vest in three equal, annual and successive installments, the first of which is in the year following the payment date. This procedure complies with National Monetary Council Resolutionno3921/10, which sets forth a management compensation policy for financial institutions.  Short-term benefits for management  R$ thousandYears ended December 312016

   2015

   2014Salaries

   441,592

   309,864

   319,743Total

   441,592

   309,864

   319,743
  Post-employment benefits  R$ thousandYears ended December 312016

   2015

   2014Defined contribution supplementary pension plans

   251,250

   311,670

   322,726Total

   251,250

   311,670

   322,726
  The Organization has no long-term benefits for the termination of employment contracts or for remuneration based on shares for its key management personnel.  Other information  a)Under current law, financial institutions are not allowed to grant loans or advances to:  (i)Officers and members of the advisory, administrative, fiscal or similar councils, as well as to their respective spouses and family members up to thesecond degree;  (ii)Individuals or corporations that own more than 10% of their capital; and  (iii)Corporations in which the financial institution itself, any officers or administrators of the institution, as well as their spouses and respective family members up to the second degree own more than 10% of equity.  F-146IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 Therefore, no loans or advances are granted by the financial institutions to any subsidiary, members of the Board of Directors or Board of Executive Officers and their relatives.  b)Equity participation  Together directly, members of the Board of Directors and Board of the Executive Officers had the following shareholding in Bradesco:  December 312016

   2015Common shares

   0.7%

   0.6%Preferred shares

   1.1%

   1.1%Total shares (1)

   0.9%

   0.8%
 (1)In 2016, direct and indirect shareholding of the members of Board of Directors and Board of Executive Officers totaled 2.8% of common shares, 1.2% of preferred shares and 2.0% of all shares (2015 – 2.7% of common shares, 1.1% of preferred shares and 1.9% of all shares).  41)Off-balance sheet commitments  The table below summarizes the total risk represented by off-balance sheet commitments:  R$ thousandDecember 312016

   2015Commitments to extend credit (1)

   237,019,535

   194,191,498Financial guarantees (2)

   78,949,483

   69,882,893Letters of credit for imports

   329,015

   245,751Total

   316,298,033

   264,320,142
 (1)Includes available lines of credit, limits for credit cards, personal loans, housing loans and overdrafts; and (2)Refers to guarantees mostly provided for Corporate customers.  Financial guarantees are conditional commitments for loans issued to ensure the performance of a customer in an obligation to a third party. There is usually the right of recourse against the customer to recover any amount paid under these guarantees. Moreover, we can retain cash or other highly-liquid funds to counter-guarantee these commitments.  The contracts are subject to the same credit evaluations as other credit operations. Standby letters of credit are issued mainly to endorse public and private debt issue agreements including commercial paper, securities financing and similar transactions. The standby letters of credit are subject to customer credit evaluation by the management.  We issue letters of credit in connection with foreign trade transactions to guarantee the performance of a customer with a third party. These instruments are short-term commitments to pay the third-party beneficiary under certain contractual terms for the shipment of products. The contracts are subject to the same credit evaluation as other credit operations.     BradescoF–147


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 42)New standardsand amendmentsand interpretations ofexistingstandards  Standards, amendments and interpretations of existing standards in future periods  ·IFRS 9 Financial Instruments: Recognition and Measurement - IFRS 9 replaces the guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is applied for financial instruments and will be adopted retrospectively on the date of entry into force of the standard on January 1, 2018. The new standard includes new classification models, as follows: (i) all of the financial assets are initially classified according to the business model and submitted to the SPPI test; (ii) the standard divides all of the financial assets that are presently within the scope of IAS 39 into two measurement types: amortized cost and fair value; (iii) the categories of available for sale and held to maturity of IAS 39 were eliminated; and (iv) the concept of built-in derivatives of IAS 39 was eliminated by the concepts of the new IFRS. IFRS 9 replaces the 'incurred loss' model in IAS 39 with a forward looking 'expected credit loss' (ECL) model. This will require considerable judgment over how changes in economic factors affects ECLs. The new standard maintains the existing guidance on the recognition and derecognition of financial instruments of IAS 39.  The new standard will require the Organization to review its accounting processes and internal controls related to the classification and measurement of financial instruments. The effective impact of the adoption of IFRS 9 in the financial statements is still being evaluated and will be concluded by the date of entry into force of the standard, however, it is expected an increase in the provision for credit, due to the anticipation of the recognition of the loss.  ·IFRS 15 - Revenue from Contracts with Customers - requires that revenue is recognized so as to reflect the transfer of goods or services to the client for an amount that represents the company's expectation of having rights to these goods or services by way of consideration. IFRS 15 replaces IAS 18, IAS 11, and related interpretations (IFRICs 13, 15 and 18), and shall be applicable from January, 2018. Any possible impacts arising from adopting these changes are being assessed and will be completed by the entry into force of the standard.  ·(3) IFRS 16 - Leasing. The main changes in relation to IAS 17 for lessees are: (i) there is no longer classification in operating and financial leasing; and (ii) all leasing operations are activated and posted in liabilities, and interest and liabilities must be recognized in depreciation / amortization, using the current financial lease procedure. There are optional exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard, as lessors continue to classify leases as finance or operating leases. IFRS16 replaces IAS17 and will be applicable as of January 1, 2019 and the possible impacts arising from the adoption of this amendment are being evaluated, and will be concluded by the date of entry into force of the standard.  43)Other information  In January 2016, Bradesco signed a non-binding Memorandum of Understanding with Banco do Brasil S.A., Banco Santander (Brasil) S.A., Caixa Econômica Federal and Itaú Unibanco S.A., in order to create a holding company of credit intelligence ("GIC"), which will develop a database with the goal of adding, reconciling and handling database and credit-related information, of individuals and legal entities, which expressly authorize their inclusion in the database, as required by the applicable rules.  2.Unconsolidated structured entities are unconsolidated entities that the Organization does not control, but which have a contractual and non-contractual involvement, and provide variability of returns arising from the performance. The organization has an involvement with structured entities through management of investment funds and portfolios making management fees and consortium management.  The main unconsolidated structured entities are, (i) the investment funds managed by Organization, whose nature and involvement, generating management fees and investment in units for funds, the assets of managed funds and non consolidated in 2016 were R$ 426,390,575 thousand (2015 -   F-148IFRS – International Financial Reporting Standards – 2016


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Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS)
  Notes to the Consolidated Financial Statements
 R$ 344,075,899 thousand) and revenues earned in 2016 were R$ 1,079,653 thousand (2015 - R$ 1,054,424 thousand and 2014 - R$ 1,168,787 thousand) and (ii) the consortium which nature and involvement is related to generation management fees of consortium quotas, represented by groups of quotaholders formed to aquire specific goods, whose assets in 2016 were R$ 71,075,119  thousand (2015 – R$ 57,440,902 thousand) and the revenues were in 2016 R$ 1,278,753 thousand (2015 – R$ 1,040,109 thousand and 2014 – R$ 880,373 thousand).  3.In May, 2016, Bradesco became aware of the indictment of three members of its Executive Board of Directors by the Federal Police, in the scope of the so-called "Operation Zealots". On July, 2016, the Federal Public Prosecution filed an accusation against all three members of the Board of Executive Officers and a former member of its Board of Directors, which was received by the Judge of the 10th Federal Court of Judicial Section of the Federal District. The Management conducted a thorough internal evaluation of the records and documents related to the indictment and found no evidence of any illegality committed by its representatives. The executives of Bradesco have already submittedtheir respective defenses in the criminal proceedings, pointing out the facts and evidence demonstrating their innocence. Bradesco is cooperating with the authorities and appropriate regulatory authorities, providing the information requested, in Brazil and abroad.
  On account of the news published in the media, on the indictment in the "Operation Zealots", a class action was filed in the District Court of New York, on June, 2016. On September, 2016, Bradesco voluntarily attended the proceedings of the Class Action and agreed with the plaintiff a term for the submission of the revocation of the suit until December, 2016. On October, 2016, the Plaintiff Leader presented the addendum of the Initial Petition, appointing as defendants Bradesco and three members of its Board of Executive Officers. According to the demand, investors who purchased preferred American Depository Shares (“ADS”) of Bradesco between April, 2012 and July, 2016 would have suffered losses provoked by Bradesco due to a supposed violation regarding the American law of capital markets, according to communication to the Market on May, June and July, 2016. Considering that the demand is in a preliminary stage, it is not possible at present to make a risk rating, and there is not yet evidence to support a risk assessment.  4.The subsidiaries of Bradesco, BEM - Distribuidora de Títulos e Valores Mobiliários Ltda. and BRAM - Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários, as well as two of its Managers, were mentioned in the scope of the so-called "Greenfield operation" of the Federal Police, because they were responsible for the administration and management of the Fund in Equity - FIP (Equity Investment Fund), respectively. Besides providing the documents, the Federal Court has ruled, in the course of this Operation, the blocking of these companies’ values. As a result of this, a Commitment was signed, approved by the 10th Federal Court of the Federal District, to release the values through the provision of guarantees of up to R$104 million, without the recognition of any civil or criminal liability on the part of companies or administrators of the Organization. In the scope of this commitment, managers and officers of the Organization committed to provide any clarifications to the authorities responsible for conducting this investigation, regardless of a formal subpoena. Additionally, the internal evaluations indicate that there has been no illegality in conducting these activities according to communication to the Market on September, 2016. So far, there is no indication that the investigations could result in the accountability of these companies.  5.In October 2016, Bradesco Seguros S.A. ("Bradesco Seguros") and Swiss Re Corporate Solutions Ltd. ("Swiss Re Corso") signed a deal whereby: (i) Swiss Re Corporate Solutions Brasil Seguros S/A ("Swiss Re Corporate Solutions Brasil") will assume the insurance operations of P&C (Property and Casualty) and of transport of Bradesco Seguros ("Large Risks Insurance"), to have exclusive access to Bradesco clients to exploit the marketing of Large Risks Insurance; and (ii) Bradesco Seguros will hold an equity stake of 40% in Swiss Re Corporate Solutions Brasil and the other 60% stake will remain with its controller Swiss Re Corso. The transaction is subject to approval by the competent authorities and other contractual terms commonly used for this type of transaction.  44)Subsequent events  There were no other events after the reporting period that need to be adjusted or disclosed in these consolidated financial statements as at December 31, 2016.  BradescoF–149


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Forfurther information,pleasecontact:      Board ofExecutiveOfficers     Alexandre da Silva Glüher  Executive Vice-President and InvestorRelations Officer  Phone:(11)3684-4011  Fax:(11) 3684-4630  diretoria.executiva@bradesco.com.br     MarketRelationsDepartment CarlosWagnerFiretti Phone:(11)2194-0922    CidadedeDeus,s/no-PrédioVermelho-3oandar   Osasco –SP Brazil    www.bradesco.com.br/ir


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