bbdform20f_2014.htm - Generated by SEC Publisher for SEC Filing  

 

 


 
 

Form 20-F

Sumário

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

4

FORWARD‑LOOKING STATEMENTS

5

PART I

5

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

5

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

5

ITEM 3. KEY INFORMATION

6

3.A. Selected Financial Data

6

3.B. Capitalization and Indebtedness

9

3.C. Reasons for the Offer and Use of Proceeds

9

3.D. Risk Factors

9

ITEM 4. INFORMATION ON THE COMPANY

21

4.A. History and Development of the Company

21

4.B. Business Overview

25

4.C. Organizational Structure

109

4.D. Property, Plants and Equipment

109

ITEM 4A. UNRESOLVED STAFF COMMENTS

109

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

109

5.A. Operating Results

109

5.B. Liquidity and Capital Resources

136

5.C. Research and Development, Patents and Licenses

149

5.D. Trend Information

149

5.E. Off-balance sheet arrangements

149

5.F. Tabular Disclosure of Contractual Obligations

150

5.G. Safe Harbor

150

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

150

6.A. Board of Directors and Board of Executive Officers

150

6.B. Compensation

158

6.C. Board of Directors Practices

158

6.D. Employees

163

6.E. Share Ownership

164

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

164

7.A. Major Shareholders

164

7.B. Related Party Transactions

168

7.C. Interests of Experts and Counsel

168

ITEM 8. FINANCIAL INFORMATION

168

8.A. Consolidated Statements and other Financial Information

168

8.B. Significant Changes

170

ITEM 9. THE OFFER AND LISTING

170

9.A. Offer and Listing Details

170

   

2 Form 20-F – December 2014


 
 

9.B. Plan of Distribution

174

9.C. Markets

174

9.D. Selling Shareholders

175

9.E. Dilution

175

9.F. Expenses of the Issue

175

ITEM 10. ADDITIONAL INFORMATION

176

10.A. Share Capital

176

10.B. Memorandum and Articles of Association

176

10.C. Material contracts

184

10.D. Exchange controls

184

10.E. Taxation

184

10.F. Dividends and Paying Agents

189

10.G. Statement by Experts

189

10.H. Documents on Display

189

10.I. Subsidiary Information

189

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

190

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

193

12.A. Debt Securities

193

12.B. Warrants and Rights

193

12.C. Other Securities

193

12.D. American Depositary Shares

193

PART II

194

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

194

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

194

ITEM 15. CONTROLS AND PROCEDURES

194

ITEM 16. [RESERVED]

195

16.A. Audit Committee Financial Expert

195

16.B. Code of Ethics

195

16.C. Principal Accountant Fees and Services

195

16.D. Exemptions from the listing standards for Audit Committees

196

16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

196

16.F. Change in Registrant's Certifying Accountant

197

16.G. Corporate Governance

197

PART III

200

ITEM 17. FINANCIAL STATEMENTS

200

ITEM 18. FINANCIAL STATEMENTS

200

ITEM 19. EXHIBITS

201

 


 
 

Table of Contents

Form 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,” and "us" refer to Banco Bradesco S.A., a sociedade anônima organized 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, 2014, 2013 and 2012, with the corresponding notes, are included under "Item 18. Financial Statements" of this annual report and were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

For certain purposes, such as reports for Brazilian shareholders, filings with the Brazilian Securities and Exchange Commission (CVM) and determining dividend and federal income tax payments, we use accounting practices adopted in Brazil for financial institutions authorized to operate by the Brazilian Central Bank (Banco Central do Brasil), or the "Central Bank."

Some data related to economic sectors presented in this annual report was obtained from the following sources: 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; and Private 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 are to 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 Preferred Share ADS Deposit Agreement).

References to "common share ADSs" in this annual report are to common share American Depositary Shares, with each common share ADS representing one common share. The common share ADSs are evidenced by common share American Depositary Receipts, or common 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 Share ADS Deposit Agreement" and, together with the “Preferred Share ADS Deposit 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.

 

 

4 Form 20-F – December 2014


 
 

Table of Contents

Form 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 "Securities Act," and Section 21E of the Securities Exchange Act of 1934, as amended, or "Exchange Act." These statements are based mainly on our current expectations and projections of future events and financial trends that currently 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:

·      global economic conditions;

·      economic, political and business conditions in Brazil and in the other markets 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;

·      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 the real and/or interest 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 Brazilian 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 affecting tax matters.

Words such as "believe," "expect," "continue," "understand," "estimate," "will," "may," "anticipate," "should," "intend," and other similar expressions are intended to 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.

 

PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

 

 

 5 Bradesco


 
 

Table of Contents

Form 20-F


ITEM 3. KEY INFORMATION


3.A. Selected Financial Data

We present below our selected financial data derived from our consolidated financial statements which have been prepared in accordance with International Financial Reporting Standards (IFRS) as of and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010. The data as of and for the years ended in 2014, 2013 and 2012 is derived from our consolidated financial statements, which were audited by KPMG Auditores Independentes, an independent registered public accounting firm, as stated in their report included in this annual report. The data for the years ended December 31, 2011 and 2010 is derived from our consolidated financial statements, which are not included herein and which were audited by KPMG Auditores Independentes and PricewaterhouseCoopers Auditores Independentes, respectively, both independent registered public accounting firms, as stated in their respective reports that 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 thousands

2014

2014

2013

2012

2011

2010

Data from the Consolidated Statement of Income

 

 

 

 

 

 

Interest and similar income

32,385,628

103,893,096

90,682,625

83,031,854

82,152,096

63,772,183

Interest and similar expenses

(16,785,327)

(53,847,329)

(41,382,142)

(39,646,131)

(46,763,775)

(31,000,892)

Net interest income

15,600,301

50,045,767

49,300,483

43,385,723

35,388,321

32,771,291

Fee and commission income

5,224,433

16,759,980

14,535,723

12,757,131

10,932,237

9,421,485

Fee and commission expenses

(6,460)

(20,724)

(36,041)

(36,391)

(33,978)

(26,947)

Net fee and commission income

5,217,973

16,739,256

14,499,682

12,720,740

10,898,259

9,394,538

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

(602,557)

(1,933,003)

(5,790,089)

2,110,112

(608,271)

2,212,733

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

(309,194)

(991,894)

(6,100,782)

1,895,974

365,302

754,416

Net gains/(losses) on foreign currency transactions

(387,993)

(1,244,680)

(1,093,597)

(1,087,595)

2,625,816

(682,961)

Income from insurance and pension plans

1,686,984

5,411,845

6,933,680

1,413,016

3,076,175

2,577,730

Impairment of loans and advances

(3,208,038)

(10,291,386)

(9,623,870)

(11,451,383)

(8,239,358)

(5,756,125)

Personnel expenses

(4,260,486)

(13,667,639)

(12,354,418)

(11,559,002)

(11,094,794)

(8,794,017)

Other administrative expenses

(4,043,492)

(12,971,521)

(12,151,537)

(11,803,989)

(11,380,270)

(9,761,445)

Depreciation and amortization

(914,179)

(2,932,687)

(2,740,830)

(2,488,182)

(2,117,666)

(1,966,433)

Other operating income/(expenses)

(3,186,747)

(10,223,083)

(7,622,240)

(8,674,178)

(5,106,092)

(6,002,663)

Income before income taxes and equity in the earnings of associates

5,592,573

17,940,975

13,256,482

14,461,236

13,807,422

14,747,064

Equity in the earnings of associates and joint ventures

433,234

1,389,816

1,062,687

980,212

803,820

577,053

Income before income taxes

6,025,808

19,330,791

14,319,169

15,441,448

14,611,242

15,324,117

Income tax and social contribution

(1,220,172)

(3,914,313)

(1,833,031)

(4,089,754)

(3,521,800)

(5,271,924)

Net income for the year

4,805,635

15,416,478

12,486,138

11,351,694

11,089,442

10,052,193

Attributable to shareholders

 

 

 

 

 

 

Controlling

4,773,985

15,314,943

12,395,920

11,291,570

10,958,054

9,939,575

Non-controlling interest

31,651

101,535

90,218

60,124

131,388

112,618

(1) Amounts stated in U.S. dollars have been translated from Brazilian reais at an exchange rate of R$3.2080 per US$1.00, the Central Bank exchange rate on March 31, 2015. Such translations should not be construed as a representation that the Brazilian real amounts presented were or could be converted into U.S. dollars at that rate.

 

 

 

6 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

 

Year ended December 31,

R$, except for number of shares

2014

2013

2012

2011

2010

Data on Earnings and Dividends per Share (1)

 

 

 

 

 

Earnings per share (2) (3) (4) (5) (6)

 

 

 

 

 

Common

3.48

2.81

2.56

2.49

2.27

Preferred

3.82

3.09

2.82

2.74

2.49

Dividends/interest on equity per share (2)

 

 

 

 

 

Common

1.15

0.93

0.88

0.84

0.77

Preferred

1.26

1.02

0.97

0.93

0.85

Weighted average number of outstanding shares

 

 

 

 

 

Common

2,100,738,519

2,100,738,519

2,100,833,147

2,099,843,709

2,068,913,020

Preferred

2,095,584,207

2,096,606,848

2,098,472,511

2,097,504,111

2,069,503,929

(1) Data on earnings and dividends per share reflects: (a) the split of our share capital on January 22, 2010, in which we issued to our shareholders one new share for each ten shares held of the same type, which was approved by our shareholders on December 18, 2009; and (b) the split of our share capital on July 13, 2010, in which we issued to our shareholders one new share for each ten shares held of the same type, which was approved by our shareholders on June 10, 2010;

(2) 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;"

(3) 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;

(4) On December 17, 2010, the Special Shareholders´ Meeting voted in favor of a share capital increase of R$1,500 million, increasing share capital from R$28,500 million to R$30,000 million by issuing 62,344,140 new book-entry registered shares without par value, of which 31,172,072 were common shares and 31,172,068 preferred shares, at the price per share of R$24.06 through private subscription by shareholders from December 29, 2010 through January 31, 2011, in the proportion of 1.657008936% of the shareholder´s holdings as of the date of the meeting, which was paid in cash on February 18, 2011;

(5) The Special Shareholders’ Meeting held on March 11, 2013 deliberated on the share capital increase of R$8,000,000 thousand, from R$30,100,000 thousand to R$38,100,000 thousand, through the capitalization of a portion of the “Profit Reserves – Statutory Reserve” account, in compliance with Article 169 of Law 6,404/76, with a 10% stock bonus, through the issue of 382,479,458 new no-par registered, book-entry shares, of which 191,239,739 were common shares and 191,239,719 were preferred shares, paid free of charge to shareholders as bonus, at the proportion of one (1) new share for every ten (10) new shares of the same type they hold, benefiting Bradesco’s shareholders of record as at March 25, 2013; and

(6) The Special Shareholders’ Meeting held on March 10, 2015 deliberated on the share capital increase of R$5,000,000 thousand, from R$38,100,000 thousand to R$43,100,000 thousand, through the capitalization of a portion of the “Profit Reserves – Statutory Reserve” account, in compliance with Article 169 of Law 6,404/76, with a 20% stock bonus, through the issue of 841,454,808 new no-par registered, book-entry shares, of which 420,727,426 were common shares and 420,727,382 were preferred shares, paid free of charge to shareholders as bonus, at the proportion of two (2) new share for every ten (10) new shares of the same type they hold, benefiting Bradesco’s shareholders of record as at March 27, 2015.

 

 

Year ended December 31,

In US$

2014

2013

2012

2011

2010

Dividends/interest on equity per share (1)

 

 

 

 

 

Common

0.43

0.40

0.42

0.45

0.46

Preferred

0.47

0.44

0.47

0.50

0.50

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

 

 

 

7 Bradesco


 
 

Table of Contents

Form 20-F

 

As of December 31,

US$ in
thousands (1)

R$ in thousands

2014

2014

2013

2012

2011

2010

Data from the Consolidated Statement of Financial Position

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Cash and balances with banks

20,395,979

65,430,300

67,450,363

59,901,564

93,722,190

80,960,127

Financial assets held for trading

24,469,548

78,498,311

96,092,523

111,838,502

96,597,075

75,234,191

Financial assets available for sale

37,706,276

120,961,734

67,838,411

81,522,130

45,207,634

40,179,144

Investments held to maturity

7,815,159

25,071,031

23,069,026

3,715,673

4,110,987

3,394,307

Assets pledged as collateral

47,572,534

152,612,689

117,740,225

106,133,299

97,122,080

79,700,612

Loans and advances to banks

22,747,699

72,974,619

78,719,723

92,459,347

72,660,596

64,715,412

Loans and advances to customers, net of impairment

102,264,340

328,064,004

304,121,334

269,021,320

245,251,879

210,280,182

Non-current assets held for sale

313,735

1,006,461

832,546

532,973

445,328

412,142

Investments in associated companies and joint ventures

1,241,827

3,983,780

3,392,847

3,121,386

2,724,721

2,298,200

Property and equipment, net of accumulated depreciation

1,465,249

4,700,518

4,501,967

4,524,827

4,258,456

3,669,281

Intangible assets and goodwill, net of accumulated amortization

2,347,230

7,529,915

8,220,739

7,617,873

7,046,256

5,412,088

Taxes to be offset

1,910,907

6,130,191

5,293,116

5,294,566

4,503,040

1,590,297

Deferred income tax assets

8,849,184

28,388,183

25,661,079

17,913,529

17,051,947

12,733,792

Other assets

10,941,172

35,099,280

35,367,715

35,943,635

30,264,400

22,374,249

Total assets

290,040,840

930,451,016

838,301,614

799,540,624

720,966,589

602,954,024

Liabilities

 

 

 

 

 

 

Deposits from banks

87,263,163

279,940,227

243,100,373

220,943,354

204,351,800

171,920,917

Deposits from customers

65,471,167

210,031,505

216,218,057

210,774,263

216,620,050

192,475,948

Financial liabilities held for trading

1,033,533

3,315,573

1,826,382

4,049,982

747,210

732,967

Funds from securities issued

26,505,735

85,030,399

57,883,068

51,552,093

41,630,969

17,809,765

Subordinated debt

11,166,355

35,821,666

35,885,003

34,851,714

26,910,091

26,314,946

Insurance technical provisions and pension plans

45,685,542

146,559,220

130,329,023

118,768,720

99,112,321

83,493,046

Other provisions

4,321,821

13,864,401

13,752,577

21,021,109

17,894,158

13,327,866

Current income tax liabilities

1,122,922

3,602,333

3,082,976

3,288,688

2,694,395

1,923,372

Deferred income tax liabilities

251,926

808,178

799,824

3,091,667

2,246,508

1,980,544

Other liabilities

21,566,618

69,185,709

63,321,405

59,852,644

49,376,993

41,816,088

Total liabilities

264,388,781

848,159,211

766,198,688

728,194,234

661,584,495

551,795,459

Equity

 

 

 

 

 

 

Share capital

11,876,559

38,100,000

38,100,000

30,100,000

30,100,000

28,500,000

Treasury shares

(92,897)

(298,015)

(269,093)

(197,301)

(183,109)

(10,049)

Capital reserves

11,214

35,973

35,973

35,973

35,973

87,146

Profit reserves

13,642,565

43,765,349

34,122,503

34,189,383

26,732,531

19,481,986

Additional paid-in capital

21,975

70,496

70,496

70,496

70,496

70,496

Other comprehensive income

(205,580)

(659,501)

(1,102,887)

6,396,736

1,751,059

2,219,272

Retained earnings

359,551

1,153,439

927,314

542,422

632,096

702,383

Equity attributable to controlling shareholders

25,613,386

82,167,741

71,884,306

71,137,709

59,139,046

51,051,234

Non-controlling interest

38,673

124,064

218,620

208,681

243,048

107,331

Total equity

25,652,059

82,291,805

72,102,926

71,346,390

59,382,094

51,158,565

Total liabilities and equity

290,040,840

930,451,016

838,301,614

799,540,624

720,966,589

602,954,024

(1) Amounts stated in U.S. dollars have been translated from Brazilian reais at an exchange rate of R$3.2080 per US$ 1.00, the Central Bank exchange rate on March 31, 2015. Such translations should not be construed as a representation that the Brazilian real amounts presented have been or could be converted into U.S. dollars at that rate.

 

Exchange Rate Information

In the past years, the exchange rate between the real and the U.S. dollar has experienced significant variation. In 2010, the real appreciated against the U.S. dollar and reached R$1.6662 as of December 31, 2010. In 2011, the real depreciated 12.6% against the U.S. dollar, reaching R$1.8758 as of December 31, 2011. In 2012, the real depreciated 8.9% against the U.S. dollar, reaching R$2.0435 as of December 31, 2012. In 2013, the real depreciated 14.6% against the U.S. dollar, reaching R$2.3426 as of December 31, 2013. In 2014, the real depreciated 13.4% against the U.S. dollar, reaching R$2.6562 as of December 31, 2014. On March 31, 2015, the exchange rate was R$3.2080 per US$1.00, a 20.8% depreciation against the U.S. dollar, when compared to December 31, 2014. Under the current floating exchange-rate system, the real may be subject to fluctuations and depreciation or appreciation against the U.S. dollar and other currencies.

 

 

 

8 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

The following table sets forth the period‑end, average and high and low selling rates reported by the Central Bank at closing, expressed in reais per US$1.00 for the periods and dates indicated:

Closing Selling Rate for U.S. dollars – R$ per US$1.00

Period

Period-End

Average (1)

High (1)

Low (1)

2010

1.6662

1.7575

1.8748

1.6662

2011

1.8758

1.6705

1.8758

1.5563

2012

2.0435

1.9524

2.1074

1.7092

2013

2.3426

2.1641

2.3725

1.9754

2014

 

 

 

 

November

2.5601

2.3338

2.5601

2.2025

December

2.6562

2.3586

2.6562

2.2025

2015

 

 

 

 

January

2.6623

2.6593

2.6623

2.6562

February

2.8782

2.7322

2.8782

2.6562

March

3.2080

2.8512

3.2080

2.6562

(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 perception of certain risks and uncertainties relating to Brazil may have a material adverse effect on our financial condition and results of operations.

We conduct the vast majority of our operations in Brazil and, accordingly, our results of operations are significantly impacted by macroeconomic conditions in Brazil. In prior years, we have benefited from Brazil’s generally stable economic environment and relatively strong annual GDP growth. However, starting in 2013, GDP growth in Brazil began to decelerate as a result of a variety of factors including a weakening of the Brazilian real, the increasing level of the current account deficit and persistent inflation.

In addition to macroeconomic conditions, the perception of risks and uncertainties surrounding Brazil may also adversely affect our business.

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 energy company, were accused of accepting illegal payments in order to influence commercial decisions. During the course of 2014 and 2015, these anti-corruption investigations have become wide-ranging and have given rise to various criminal proceedings, which eventually involved not only senior officers and employees of Petrobras but also senior officers of companies in the Brazilian construction sector. 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 Brazilian companies to obtain financing. We cannot predict how long the anti-corruption investigations may continue, or how significant the effects of the anti-corruption investigations may be for the Brazilian economy. If uncertainty continues or a reduction in investor confidence as a result of these investigations is material, it may adversely affect the results of our operations.

In addition, our subsidiary Banco Bradesco BBI S.A. (“Bradesco BBI”) is a party to certain legal proceedings filed against Petrobras and other defendants, due to its role as underwriter in a notes offering of Petrobras. We or our subsidiaries may become a party to other legal 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 results of operations.

9 Bradesco


 
 

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Form 20-F

Further, adverse hydrological conditions in the south-east of Brazil have led to water shortages in the States of São Paulo, Minas Gerais and Rio de Janeiro. These conditions may be further exacerbated during the dry season which spans the months of April to September. This may lead to water rationing as well as electricity shortages due to the fact that Brazil relies heavily on hydroelectric power plants.

The continuation of any one of, or a combination of, these factors may lead to a further slowdown in GDP growth, which in turn may have an adverse effect on our financial condition and results of operations.

 

The Brazilian 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 Brazilian 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 Brazilian government may take in response to the current or future Brazilian economic situation or how Brazilian government intervention and government policies will affect the Brazilian economy and, both directly and indirectly, 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 policy involving exchange controls, tax and other matters, as well as factors such as:

·      exchange rate fluctuations;

·      base interest rate fluctuations;

·      domestic economic growth;

·      political, social or economic instability;

·      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 their other obligations with us;

·      decreases in wage and income levels;

·      increases in unemployment rates;

·      macroprudential measures;

·      inflation; and

·      other political, diplomatic, social and economic developments within and outside of Brazil that affect the country.

 

Currency exchange variations may have an adverse effect on the Brazilian economy and on our results and financial condition.

Our business is impacted by fluctuations in the value of the real. After an extended appreciation process, interrupted only in late 2008 as a result of the global crisis, the Brazilian real started to weaken in mid-2011. This trend accelerated in 2013, 2014 and early 2015. The weaker currency made some local manufacturers (particularly exporters) more competitive but also made managing economic policy, particularly inflation, increasingly difficult, even with a slowdown in growth. A weaker real also adversely impacts Brazilian companies who have U.S. dollar indexed to- and/or denominated debt.

As of December 31, 2014, the net balance of our assets and liabilities denominated in, or indexed to, foreign currencies (primarily U.S. dollars) was 3.5% of our total assets. If the Brazilian currency is devalued or depreciates, we risk 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, 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 original 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.

10 Form 20-F – December 2014


 
 

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Form 20-F

Conversely, when the Brazilian currency appreciates, we incur losses on our monetary assets denominated in, or indexed to, foreign currencies, such as the U.S. dollar, and experience decreases in our liabilities denominated in, or indexed to, foreign currencies, as the liabilities and assets are translated into reais. Therefore, if our monetary assets denominated in, or indexed to, foreign currencies significantly exceed our liabilities denominated in, or indexed to, foreign currencies, 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 original currency.

 

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 have in the past had significant negative effects on the Brazilian economy and contributed 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 with the adoption of inflation targeting norms. There are still concerns that inflation levels might rise again in the future. The current system is a monetary regime which the Central Bank oversees in order to assure that the effective rate of inflation keeps in line with a predetermined target, previously announced to the public. Brazil’s rates of inflation, as measured by the General Price Index – Domestic Availability or “IGP-DI” (Índice Geral de Preços Disponibilidade Interna), reached 3.8%, 5.5% and 8.1% in 2014, 2013 and 2012, respectively.

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 the base 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 Brazilian government actions, including the 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 beyond expected levels may 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 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 11.75%, 10.0% and 7.25% per annum as of December 31, 2014, 2013 and 2012, respectively. Changes in the base interest rate may adversely affect our results of operations because:

·      high base interest rates increase our domestic debt expense and may increase the likelihood of customer defaults; and

·      low base interest rates may diminish our interest income.

11 Bradesco


 
 

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Form 20-F

The COPOM adjusts the SELIC rate in order to manage aspects of the Brazilian economy, including the protection of reserves and capital flows. We have no control over the SELIC rate set by the COPOM or how often such 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 Brazilian issuers. Crises in other emerging market countries may diminish investor interest in securities of Brazilian issuers, including ours, which could adversely affect the market price of our shares, preferred share ADSs and common share ADSs.

The recent global financial crisis has had significant consequences worldwide, including in Brazil, such as capital markets volatility, unavailability of credit, higher interest rates, a general slowdown of the world economy and volatile exchange rates, among others, which had, and may continue to have in the future, directly or indirectly, an adverse effect on our business, financial condition, results of operations, the market price of securities of Brazilian issuers, including ours, and our ability to finance our operations.

 

Risks relating to Bradesco and the Brazilian banking industry

We may experience increases in our level of past due loans as our loans and advances portfolio becomes more seasoned.

Our loans and advances portfolio has grown substantially over recent years, primarily as a result of the expansion of the Brazilian economy. Any corresponding rise in our level of non-performing loans and advances may lag behind the rate of loan growth, as loans typically do not have payments falling due for a short period of time after their origination. Levels of past due loans are higher among our individual clients than our corporate clients. From 2012 to 2014, the total of our portfolio of loans and advances to customers increased by 20.9% and our level of impairment of loans and advances increased by 6.1%, principally due to the increase in the individual customer base.

Beginning in mid-2008, weakening economic conditions in Brazil led to increases in our delinquency level, particularly impacting our individual clients as unemployment rates in Brazil began to rise. This trend worsened in 2009. In 2010, as a result of the improvement in Brazilian economic conditions, we experienced a decrease in our delinquency ratios, which led to a slight decrease in our impairment. In 2011, in view of the global economic slowdown, our delinquency ratios increased slightly when compared to 2010. This increase continued in 2012, mainly in operations with individuals and small and medium enterprises. In 2012 delinquency ratios showed a slight increase compared to 2011, mostly for operations with individuals and small and medium enterprises. In 2013, there was a decrease in delinquency ratios, due to the tightening in monetary policy in Brazil in order to control inflation. In 2014, our delinquency ratio, 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 90 days in relation to the total portfolio of loans and advances, decreased to 3.5% from 4.1% in 2012. This decrease was mainly related to operations with individuals and small and medium enterprises. As of December 31, 2014, our impairment of loans and advances increased by 6.4% when compared to December 31, 2013, while our portfolio of loans and advances to customers grew by 7.8% over that same period.

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 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. If we are forced to delay raising capital or pay unattractive interest rates in order to obtain capital, our financial condition and results of operations may be adversely affected.

12 Form 20-F – December 2014


 
 

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Form 20-F

 

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 Brazilian and international banks and insurance companies, public and private.

Competition has increased as a result of consolidations among financial institutions in Brazil and as a result of regulations by the National Monetary Committee (Conselho Monetário Nacional), or “CMN”, that facilitate customers' ability to switch business between banks. The increased competition may materially and adversely affect us by, among other things, limiting our ability to retain our existing consumer base, increase our customer base and expand our operations, reducing our profit margins on banking and other services and products we offer, and limiting investment opportunities.

Additionally, Brazilian regulations raise limited barriers to market entry and do not differentiate between local or foreign commercial and investment banks and insurance companies. As a result, the presence of foreign banks and insurance companies in Brazil, some of which have greater resources than us, has grown over the years, and competition in both the banking and insurance sectors has increased. The privatization of publicly owned banks has also made the Brazilian markets for banking and other financial services more competitive.

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 may 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, 2014, investments in financial assets represented 21.4% of our assets, and realized investment gains and losses have had and will 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 where they are marked to market or 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 our management believes 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 or at all, 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, from 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.

 

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Form 20-F

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 to manage our exposure to interest rate and exchange rate risk. Such derivatives transactions are designed to protect us against increases in exchange rates or interest rates or against decreases in such rates, but not both. If we have entered into derivatives transactions to protect against, for example, decreases in the value of the real or in interest rates and the real instead increases in value or interest rates increase, we may incur financial losses. Such losses could materially and adversely affect our future results of operations and cash flow.

 

The Brazilian government regulates the operations of Brazilian financial institutions and insurance companies, and 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, including our banking and insurance operations, are subject to extensive and continuous regulatory review by the Brazilian 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;

·      accounting and statistical requirements;

·      minimum coverage; and

·      mandatory provisioning policies.

The regulatory structure governing Brazilian banks and insurance companies 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 Brazilian 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 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, 2014, Fundação Bradesco directly and indirectly held 56.5% 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 our Diretoria Executiva, or of our Board of Executive Officers, and departmental 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 10 members, none of whom are regarded as independent. Brazilian Corporate Law provides that only individuals may be appointed to a company's board of directors. Accordingly, there is no legal or statutory provision requiring Bradesco 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 protections they 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 with our other investors’ interests.

14 Form 20-F – December 2014


 
 

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Form 20-F

Decisions in relation to our policy towards acquisitions, divestitures, financings or other transactions could be made by Fundação Bradesco and our Board of Directors, which may be contrary to the interests of holders of common shares, and which may 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 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, 2014, our compulsory deposits in connection with demand, savings and time deposits and additional compulsory deposits were R$50.9 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 Brazilian 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 and 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 Brazilian 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% per annum ceiling on bank loan interest rates. However, since the enactment of the Brazilian Constitution, 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 by Súmula Vinculante No. 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, as amended, (the “Civil Code”), unless the parties to a loan have agreed to use a different rate, in principle the interest rate ceiling has been pegged to the base rate charged by the National Treasury Office (Fazenda 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 11.75% per annum as of December 31, 2014 and 12.75% per annum as of March 31, 2015; or (ii) the 12.0% a.a. rate established in Article 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.

15 Bradesco


 
 

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Form 20-F

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 Brazilian financial institutions, including us.

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, and 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 jointly 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 timely payments under these contracts could have an adverse effect on us, given that we remain responsible before 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.

Although we have high profile information security controls, and continue to invest in the infrastructure, operations and crisis management in place, our business, financial, accounting, data processing systems or other operating systems and facilities may stop operating properly for a limited period of time or become temporarily disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control, such as: electrical or telecommunications outages; breakdowns, systems failures or other events affecting third parties with which we do business or that facilitate our business activities, including exchanges, clearing houses, financial intermediaries or service providers; events arising from local and larger-scale political or social matters and cyber attacks.

 

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Form 20-F

 

We strongly depend on technology and thus become vulnerable to viruses, malicious software and other forms of cyber attacks, which may unexpectedly impair the operation of systems that manage and store sensitive and/or confidential information on our operations.

We and other financial institutions have already experienced attacks on computer systems. Although we have to date not experienced any material loss of data from these attacks, it is possible, given the use of new technologies and increasing reliance on the Internet and the varying nature of such attacks, that we may not be able to effectively anticipate and prevent such attacks.

Cyber attacks and temporary interruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, could result in customer attrition, regulatory fines, penalties or intervention, reimbursement or other compensation costs.

 

 

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Form 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 (Supremo Tribunal Federal, or “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 plans Cruzado, Bresser, Verão, Collor I and Collor II, implemented in the 1980s and 1990s, before the Plano 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 indemnify the account holders for the non-adjustment of those amounts.

In connection with a related sentence, the Superior Court of Justice (Superior Tribunal de Justiça, or “STJ”), which is the highest court responsible for deciding on federal laws, 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.

 

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, 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.

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 procedural 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). This means that, 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.

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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 accounted for 50.7% of the aggregate market capitalization of the Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA) in December 2014.

 

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, respectively) 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, respectively.

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 specifies 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.

On March 1, 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 regulations 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 Brazilian companies do not normally have valid standing to bring a class action.

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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 value. If we issue new shares or our existing shareholders sell the shares they hold, the market price of our shares and therefore of our preferred share ADSs and common share ADSs, may decrease significantly.

 

Payments on the preferred share ADSs and common share ADSs may 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.

 

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 unless a registration statement under the Securities Act is 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 Act or 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.

 

 

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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 a sociedade anônima organized 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 floor, New York 10022-2605.

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 conquered 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.

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 and small companies and major local and international corporations and institutions. Our products and services encompass 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, 2014, we had, on a consolidated basis:

·   R$930.5 billion in total assets;

·   R$349.2 billion in total loans and advances to clients;

·   R$211.6 billion in total deposits;

·   R$82.3 billion in equity, including non-controlling interest;

·   R$146.6 billion in technical reserves for our insurance and pension plan business;

·   R$44.0 billion in foreign trading financing;

·   41.1 million insurance policyholders;

·   26.5 million checking account holders;

·   59.1 million savings accounts;

·   3.4 million capitalization bonds holders;

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·   2.4 million pension plan holders;

·   1,523 Brazilian corporate groups and multinational companies in Brazil as ”Corporate” customers;

·   an average of 26.3 million daily transactions, including 1.9 million in our 4,659 branches and 24.4 million through digital channels, such as Bradesco Celular, Internet, Automatic Teller Machines, or ATMs, and telephone (Fone Fácil);

·      a nationwide network consisting of 4,659 branches and 4,631 service centers and electronic in-company service centers, 31,089 ATMs of our own network, and 17,593 ATMs under the Banco24Horas brand for cash withdrawals, obtaining statements and account balance information, loans, collections, transfers between accounts and to other banks. As of December 31, 2014, we had 95,520 employees. For more information on our employees, see “Item 6.D. Employees;” and

·   a total of two branches and eleven subsidiaries located in New York, London, the Cayman Islands, Tokyo, Buenos Aires, Luxembourg, Hong Kong and Mexico.

 

Recent acquisitions

In January 2014, Bradesco Saúde S.A. 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. By means of this acquisition, Bradesco Saúde raised its interest in the equity and voting capital of Odontoprev, from 43.5% to approximately 50.01%, Odontoprev was already being consolidated based on control obtained through its shareholders agreement.

In May 2012, Bradesco acquired common and preferred shares issued by Banco BERJ, held by its non-controlling shareholders, by way of the Unified Tender Offer, increasing Bradesco’s stake in Banco BERJ to 100.0%. The Extraordinary General Meeting, held in August 2013, approved the change of the name Banco BERJ S.A. to Banco Bradesco BERJ S.A. (Banco Bradesco BERJ).

In May 2011, Bradesco acquired 96.99% of the common shares and 95.21% of the preferred shares, corresponding to 96.23% of the capital stock of Banco do Estado do Rio de Janeiro S.A. (BERJ) from the Government of the State of Rio de Janeiro. As part of the acquisition, Bradesco also acquired the right to provide services to the Government of the State of Rio de Janeiro including: (i) its payroll; (ii) its supplier payroll; and (iii) the collection of state taxes, among others, in the period from January 2012 to December 2014. This transaction expanded Bradesco’s presence in the State of Rio de Janeiro. At the Special Shareholders' Meeting held in November 2011, the shareholders voted to alter the name of Banco do Estado do Rio de Janeiro S.A – BERJ to Banco BERJ S.A. (Banco BERJ). Bradesco's process of assuming control of BERJ was ratified by the Central Bank in November 2011.

 

Other strategic alliances

In July 2014, Bradesco, together with Banco do Brasil, Itaú Unibanco, Banco Santander, HSBC Bank Brasil, Caixa Econômica Federal and Banco Citibank, signed a new shareholders’ agreement with Tecban, which establishes the consolidation of their external customer-service network by the Banco24horas Network.

In July 2014, Bradesco 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 Bradesco, which, in turn, will continue to hold the ownership of the Scopus brand.

In May 2014, Bradesco and Banco do Brasil incorporated a company named Livelo S.A. (“LIVELO”), which purpose is to exploit a coalition rewards program, enabling customers to earn and redeem points from a number of partners.

In April 2014, Bradesco and Banco do Brasil, via its joint venture Companhia Brasileira de Soluções e Serviços (CBSS), in a 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.

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In June 2013, Odontoprev S.A. (Odontoprev), a company in which Bradesco Seguros S.A. held indirectly 43.5% of equity capital, entered into an Association Agreement and other Covenants (Association Agreement) with Banco do Brasil S.A. (BB), BB Seguridade Participações S.A. and its subsidiaries, with the purpose, by means of a new corporation named Brasildental Operadora de Planos Odontológicos S.A. (Brasildental), of developing and disclosing, and by means of BB Corretora de Seguros e Administradora de Bens S.A., of distributing and marketing dental health plans under the BB Dental brand, exclusively through all the BB channels throughout the country; Odontoprev will hold 50.01% of common registered shares, equal to 25.01% of total equity capital.

In May 2013, Bradesco Auto/RE Companhia de Seguros (“Bradesco Auto/RE”), entered into a shareholders’ agreement with the Brazilian government, BB Seguros Participações S.A., Itaú Seguros S.A., Itaú Vida e Previdência S.A. and Fundo de Investimento em Participações Caixa Barcelona, as controlling shareholders of IRB-Brasil Resseguros S.A. (known as “IRB – Brasil RE”). The execution of the shareholders’ agreement is part of the corporate restructuring that IRB – Brasil RE is undergoing, which also includes the following steps: (i) converting all of its preferred shares into common shares and the issuance of a special share class for the Brazilian government; and (ii) a capital stock increase through the subscription of new common shares, with a waiver from the Brazilian government to exercise their preemptive rights in connection with the new common shares. The shareholders' agreement and step (i) above are subject to the approval of IRB – Brasil RE's shareholders. In May 2013, Bradesco Auto/RE held 21.24% of IRB’s total capital stock. As a result of the corporate restructuring, Bradesco Auto/RE will hold approximately 20.42% of IRB IRB – Brasil RE’s total capital stock. The transaction was approved by the Brazilian Antitrust Authority (Conselho Administrativo da Defesa Econômica) (CADE), but is still subject to approval of the Federal Court of Accounts (Tribunal de Contas da União) (TCU) and SUSEP.

In April 2012, the Bank proceeded with the credit card partnership with BB and Caixa Econômica Federal (“Caixa”), with a view to introducing the Elo card flag disclosed in April 2011, and concluded discussions by signing the documentation that formalized the inclusion of Caixa Participações (CaixaPar) as a shareholder of Elo Serviços S.A. (Elo Serviços). Elo Serviços is a private operating company intended to develop and manage the Elo card flag. Equity interests in Elo Serviços are broken down as follows: Elo Participações S.A. (Elopar) – 66.68% and CaixaPar – 33.32%. This partnership with BB and Caixa gives customers more choice and strengthens the Bank's portfolio. Elopar has as its partners Bradesco – 50.01% and BB – 49.99% and now it comprises certain businesses related to electronic means of payment, which include, as follows: (i) Elo Serviços, the owner and manager of the new brand “Elo” of debit, credit and pre-paid cards; (ii) the activities of CBSS, which will be directly or indirectly integrated into Elopar; and (iii) our ownership interest in IBI Promotora de Vendas Ltda. (IBI Promotora), which was sold to Bradesco and/or its subsidiaries through CBSS.

BRAM has developed important alliances with internationalization as part of its strategy, expanding the number of fund platforms through which our products are distributed in the European, Latin American and Asian markets. We have entered into advisory agreements for the offering of global equity funds, with a focus on Europe, Latin America (less Brazil) and Australasia. In the United States, by means of its BRAM US LLC subsidiary, BRAM began marketing funds directed at US investors. In Japan MUAM - Mitsubishi UFJ Asset Management, our partner, offers retail investors Fixed Income Funds and Equity Funds to invest in the Brazilian market. In Europe, BRAM offers overseas investors funds domiciled in Luxemburg with different strategies under the Bradesco Global Funds family, launched in 2009 and with sales teams based in London and Luxemburg. In Chile, Equity Funds are marketed by our local partner to institutional and retail customers, with different portfolio profiles.

 

Divestments

In November 2012, we sold 308,676 shares of Serasa S.A (Serasa) to Experian Brasil Ltda. ("Experian Brasil"), a Brazilian subsidiary of Experian plc. The transaction generated income before taxes of R$793.3 million.

 

Bradesco Expresso – Correspondent Bank

Bradesco Expresso enables us to expand our share in the correspondent bank segment through partnerships with supermarkets, drugstores, department stores and other retail chains, ensuring presence in all Brazilian cities which are not served by the banking branch network.

The main services we offer through Bradesco Expresso are:

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·      receipt and submission of account applications;

·      receipt and submission of loans, financing and credit card applications;

·      withdrawals from checking accounts and savings accounts;

·      Social Security National Service (INSS - Instituto Nacional do Seguro Social) benefit payments;

·      checking and savings account deposits;

·      checking accounts, savings accounts and INSS balance statements;

·      receipt of utility bills, bank charges and taxes; and

·      prepaid mobile top-up.

As of December 31, 2014, the Bradesco Expresso network totaled 50,006 service points, of which 3,155 were new service points, with an average of 40.4 million monthly transactions or 1.8 million transactions per business day.

 

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. We believe our partnership with BB 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 cement 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.

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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 BM&FBOVESPA 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.

 

4.B. Business Overview

We operate and manage our business through two operating segments: (i) the banking segment; and (ii) the insurance, pension plans and capitalization bond segment.

The data about 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. Hence, the segment data were prepared under BR GAAP and the consolidated financial statements were compiled under IFRS. For further information on differences between the results on a consolidated basis and by segments, see "Item 5.A. Operating Results - Results of operations for the year ended December 31, 2014 compared with the year ended December 31, 2013” and “Item 5.A. Operating Results – Results of operations for the year ended December 31, 2013 compared with the year ended December 31, 2012”.

As of December 31, 2014, according to the sources cited in parentheses below, we were:

·      one of the leading banks in terms of savings deposits, with R$92.2 billion. In September 30, 2014, saving deposits accounted for 13.5% of Brazil's total savings deposits (Central Bank);

·      one of the leaders in BNDES onlending, with R$14.1 billion in disbursements (BNDES);

·      the leader in bank payment processing and collection services in Brazil (Central Bank);

·      one of the leaders in automobile financing loans, with a market share of 13.3% (Central Bank);

·      the leading bank in benefit payments from the INSS, with over 8.5 million INSS retirees, beneficiaries and other pensioners, accounting for 26.4% of the total number of INSS beneficiaries (base month: October 2014 - INSS);

·      one of the leaders in leasing operations in Brazil, with an outstanding amount of R$4.3 billion; through our subsidiary Bradesco Leasing S.A. Arrendamento Mercantil, or “Bradesco Leasing” (ABEL);

·      one of the leaders in the asset management industry, through our subsidiaries BRAM – Bradesco Asset Management, with R$348.5 billion in assets under management; and BEM Distribuidora de Títulos e Valores Mobiliários Ltda., or “BEM DTVM,” specialized in trust, custody and controllership of asset management services, with R$142.0 billion in assets under management (ANBIMA);

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·      the leader in number of outstanding purchasing consortium quotas, through our subsidiary Bradesco Administradora de Consórcios Ltda., or “Bradesco Consórcios”, with 1,061,847 quotas in three segments, including: (i) automobiles, with 802,920 quotas; (ii) real estate, with 213,798 quotas, and (iii) trucks/tractors/machinery and equipment, with 45,129 quotas (Central Bank);

·      the leader in fixed income – short term ranking, and number one in ranking by value, and one of the leaders among financial institutions in underwriting debt securities, through our subsidiary Bradesco BBI (ANBIMA); and

·      the largest company operating in the Brazilian insurance market, operating in all lines of this segment, with a 24.0% market share (SUSEP/ANS – November/14), 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 2014 were R$56.1 billion in insurance premiums, pension plan contributions and capitalization bond income.

 

The main awards and acknowledgments that we received in 2014 are as follows:

-­     Best Brazilian Bank, for the third consecutive year, acknowledged by Euromoney Awards for Excellence; Bradesco BBI was chosen as the Best Investment Bank in Brazil, at the same awards event (Euromoney, a British magazine);

     Most valuable banking brand in Brazil, according to the rankings organized by IstoÉ Dinheiro and the consultancy company BrandAnalytics/Milward Brown Optimor;

-­     Bradesco ranks first among Latin America banks, with a brand value of US$12.4 billion, according to Brand Finance, a leader in brand evaluation and management, in partnership with The Banker;

-­     Most valuable banking brand in Latin America and 5th in the general rankings, according to a survey conducted by international consultancy company BrandAnalytics and Millward Brown;

-­     The largest Brazilian private bank according to the “Valor Grandes Grupos” (“Valor Great Groups”) ranking, which ranks the 200 largest groups of Brazil. Bradesco also ranks first in the 20 largest companies of the finance area, and is the number one in terms of shareholders’ equity (Valor Econômico newspaper);

-­     The winner of the 16th Abrasca Award with the “2013 Annual Report”, in the “Publicly-Held Company – Group 1” category;

-­      For the 15th time, Bradesco was part of the annual list of the “150 Best Companies to Work for in Brazil” (Você S/A Exame guide);

-­     Highlighted in the “The Best in People Management” survey (Valor Carreira magazine - Valor Econômico newspaper);

-­     Grupo Bradesco Seguros won first place in the “The Best of Dinheiro” ranking – 2014 edition of IstoÉ Dinheiro magazine, being outstanding in the Insurance and Health categories;

-­     Bradesco Private Bank was acknowledged as the best in Brazil, in the Specialized Services category, in the Private Banking Global Survey 2014 special edition (Euromoney magazine); and

-­     Bradesco Asset Management (BRAM) was elected Top Gestão 2014 (2014 top management) in variable income, in the ranking published by ValorInvest magazine, as evaluated by Standard & Poor’s.

 

26 Form 20-F – December 2014


 
 

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Form 20-F

Main subsidiaries

The following is a simplified chart of our principal subsidiaries in the financial and insurance services businesses and our voting and ownership interest in each of them as of December 31, 2014 (all of which are consolidated in our financial statements in "Item 18. Financial Statements"). With the exception of Banco Bradesco Argentina, Banco Bradesco Europa S.A., Banco Bradesco S.A. Grand Cayman Branch and Banco Bradesco New York Branch, all of these principal subsidiaries were incorporated in Brazil. For more information regarding the consolidation of our principal subsidiaries, see Note 2a to our consolidated financial statements in "Item 18. Financial Statements."

 

 

 

 

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Form 20-F

Revenues per business segment

The following table summarizes our main gross revenues by segment for the periods indicated.

 

Years Ended December 31,

R$ in thousands

2014

2013

2012

Banking

 

 

 

Loans and advances (1)

62,634,879

57,561,074

54,433,883

Fees and commissions

17,570,839

15,639,215

13,885,450

Insurance and pension plans

 

 

 

Premiums retained from insurance and pension plans

50,454,983

44,887,215

40,176,745

(1) Includes industrial loans, financing under credit cards, overdraft loans, trade financing and foreign loans.

 

For further details of our segments, see "Item 5.A. Operating Results" and Note 5 of our consolidated financial statements in "Item 18. Financial Statements."

We do not break down our revenues by geographic regions within Brazil, and less than 10.0% of our revenues come from international operations. For more information on our international operations, see "International banking services."

 

Banking

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. For further information, see "Distribution channels" and "Specialized distribution of products and services."

 

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Form 20-F

The following diagram shows the breakdown of our banking activities as of December 31, 2014:

 

 

 

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Form 20-F

The following table shows selected financial data for our banking segment for the periods indicated. This segment information is prepared in accordance with BR GAAP, which are the accounting practices on which the reports used by Management to assess performance and make decisions are based.

 

Year ended December 31,

Banking - R$ in thousands

2014

2013

2012

Statement of Income data

 

 

 

Net interest income

43,034,717

41,600,095

39,181,426

Impairment of loans and advances

(10,432,347)

(9,731,376)

(10,925,404)

Other income/(expenses) (1)

(21,285,902)

(24,455,897)

(20,301,375)

Income before income taxes

11,316,468

7,412,822

7,954,647

Income tax and social contribution

(771,896)

789,516

(273,930)

Net income for the year

10,544,572

8,202,338

7,680,717

Net income attributable to controlling shareholders

10,532,724

8,195,099

7,672,233

Net income attributable to non-controlling interest

11,848

7,239

8,484

Statement of Financial Position data

 

 

 

Total assets

872,867,916

768,059,393

750,410,472

Selected results of operations data

 

 

 

Interest and similar income

 

 

 

Loans and advances to banks

8,569,988

8,898,478

6,758,555

Loans and advances to customers

54,064,891

48,662,596

47,675,328

Financial assets

24,899,632

19,225,270

17,013,594

Compulsory deposits with the Central Bank

4,277,351

3,110,877

3,808,229

Other financial interest income

46,598

38,671

37,540

Interest and similar expenses

 

 

 

Deposits from banks

(26,429,261)

(21,615,019)

(18,563,193)

Deposits from customers

(11,903,447)

(9,941,279)

(11,224,649)

Funds from securities issued

(6,703,975)

(3,646,584)

(3,439,647)

Subordinated debt

(3,787,060)

(3,132,915)

(2,884,331)

Net interest income

43,034,717

41,600,095

39,181,426

Net fee and commission income

17,570,839

15,639,215

13,885,450

Note: Data presented above includes income from related parties of other segments before elimination.

(1) For additional information, see "Item 5.A. Operational Results".

 

We have a segmented customer base and we offer the following range of banking products and services in order to meet the needs of each segment:

·      deposit-taking with clients, including checking accounts, savings accounts and time deposits;

·      loans and advances (individuals and companies, real estate financing, microcredit, onlending BNDES funds, rural credit, leasing, among others);

·      credit cards, debit cards and pre-paid cards;

·      management of receipts and payments;

·      asset management;

·      services related to capital markets and investment banking activities;

·      intermediation and trading services;

·      custody, depositary and controllership services;

·      international banking services; and

·      purchasing consortiums.

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Form 20-F

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) – customers 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) – no-fee checking account for minors (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) – 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, or taxa referencial, known as the "TR," plus 6.2% annual interest in the case the SELIC rate is higher than 8.5% per annum or TR plus 70% of the SELIC rate if the SELIC rate is lower than 8.5% per annum;

·      time deposits, which are represented by Bank Deposit Certificates (certificados de depósito bancário – or "CDBs"), and earn interest at a fixed or floating rate; and

·      deposits exclusively from financial institutions, which are represented by Interbank Deposit Certificates (certificados de depósito interbancário – or "CDIs"), and earn the interbank deposit rate.

As of December 31, 2014, we had 26.5 million checking account holders, 25.0 million of which were individual account holders and 1.5 million of which were corporate account holders. As of the same date, we had 59.1 million savings accounts.

The following table shows a breakdown of our deposits from customers by type of product on the dates indicated:

December 31,

R$ in thousands, except %

2014

2013

2012

Deposits from customers

 

 

 

 

 

 

Demand deposits

32,086,299

15.3%

39,633,427

18.3%

37,684,247

17.9%

Reais

31,113,116

14.8%

39,009,598

18.0%

37,216,604

17.7%

Foreign currency

973,183

0.5%

623,829

0.3%

467,643

0.2%

Savings deposits

92,154,815

43.9%

80,717,805

37.3%

69,041,721

32.8%

Reais

92,154,815

43.9%

80,717,805

37.3%

69,041,721

32.8%

Time deposits

85,790,391

40.8%

95,866,825

44.3%

104,048,295

49.4%

Reais

56,998,851

27.1%

71,625,097

33.1%

80,849,230

38.4%

Foreign currency

28,791,540

13.7%

24,241,728

11.2%

23,199,065

11.0%

Total

210,031,505

100.0%

216,218,057

100.0%

210,774,263

100.0%

 

We offer our customers certain additional services, such as:

·      "identified deposits," which allow our customers to identify deposits made in favor of a third party by using a personal identification number; and

·      real-time "banking transfers" from a checking or savings account to another checking or savings account, including accounts at other banks.

 

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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 thousands

2014

2013

2012

Loans and advances to individuals outstanding by type of operation

 

 

 

Other loans and advances to individuals

79,827,931

77,444,991

69,049,756

Housing loans

40,103,169

27,870,462

22,302,967

Onlending BNDES/Finame

42,168,754

40,543,267

35,703,861

Other corporate loans and advances

102,310,327

99,021,346

90,649,674

Rural loans

17,057,992

13,651,917

11,580,061

Leasing

4,319,149

5,713,481

8,035,454

Credit cards

28,072,447

25,473,079

22,367,978

Import and export financings

35,336,912

34,261,025

29,245,863

Total

349,196,681

323,979,568

288,935,614

 

The following table summarizes concentration for our outstanding loans and advances to customers by borrower on the dates shown:

 

December 31,

2014

2013

2012

Borrower size

 

 

 

Largest borrower

2.0%

0.7%

0.9%

10 largest borrowers

6.9%

5.3%

5.2%

20 largest borrowers

10.0%

8.2%

8.1%

50 largest borrowers

14.2%

12.9%

12.9%

100 largest borrowers

17.8%

16.6%

16.9%

 

Our loans and advances to customers, mostly consumer credit, corporate and agricultural-sector loans, totaled R$349.2 billion as of December 31, 2014.

 

Loans and advances to consumers

Our significant volume of individual loans enables us to avoid concentration on any individual loans on the performance of our portfolio and helps build customer loyalty. They consist primarily of:

·      short-term loans, extended through our branches to checking account holders and, within certain limits, through our ATM network. These short-term loans are on average repaid in four months with an average interest rate of 7.8% per month as of December 31, 2014;

·      vehicle financings are on average repaid in fourteen months with an average interest rate of 1.6% per month as of December 31, 2014; and

·      overdraft loans on checking accounts (or "Cheque Especial"), which are on average repaid in one month, at interest rates varying from 9.5% to 10.4% per month as of December 31, 2014.

We also provide revolving credit facilities and traditional term loans. As of December 31, 2014, we had outstanding advances, vehicle financings, consumer loans and revolving credit totaling R$79.8 billion, or 22.9% of our portfolio of loans and advances as of that date. On the basis of loans outstanding on that date, we had a 12.5% share of the Brazilian consumer loan market, according to information published by the Central Bank.

Banco Bradesco Financiamentos ("Bradesco Financiamentos") offers direct-to-consumer credit and leasing for the acquisition of vehicles through our extensive network of correspondents in Brazil, which includes retailers and dealers of light and heavy vehicles and motorcycles and payroll-deductible loans to the public and private sectors in Brazil.

Under the “Bradesco Promotora” brand, we offer payroll-deductible loans to INSS retirees and pensioners, public-sector employees, military personnel and private-sector companies sponsoring plans, and other aggregated products (insurance, cards, purchasing consortiums, and others).

 

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Form 20-F

Real estate financing

As of December 31, 2014, we had 99,221 outstanding real estate loans. The aggregate outstanding amount of our real estate loans amounted to R$40.1 billion, representing 11.5% of our portfolio of loans and advances.

Real estate financing is made through the Housing Finance System – SFH (Sistema Financeiro Habitacional), by the Housing Mortgage Portfolio – CHH (Carteira Hipotecária Habitacional) or by the Commercial Mortgage Portfolio – CHC (Carteira Hipotecária Comercial). Loans from SFH or CHH feature variable-installment repayments and annual interest rates ranging from 8.5% to 14.0% plus TR, or 12.0% to 15.0% from CHC.

Residential SFH and CHH loans are to be repaid within 30 years and commercial loans within 10 years.

Our home construction loans, which are made with a 360-month period, are broken down as follows: (i) a 24-month period to complete construction; (ii) a 2-month grace period immediately following the construction period; and (iii) up to 334 months for repayment of the loan. Payments are made at the interest rate of 8.5% to 12.0% per annum plus TR variation for real estate falling into the SFH rules, or interest rates of 9.8% to 14.0% per annum plus TR variation for real estate falling into the CHH.

We also extend corporate financing for builders under the SFH. These loans are for construction purposes and commonly require up to 36 months for completion of construction work and a maximum 36-month repayment period, which starts after the official registration of the building. These loans are charged the TR plus an annual interest rate of 12.0% during the construction stage for SFH loans, and TR plus an annual interest rate of 14.0% during repayment period for CHH loans.

Central Bank regulations require us to provide at least 65.0% of the balance of our savings accounts in the form of real estate financing. In addition to real estate financing, mortgage notes, charged-off real estate financing, and other financings can be used to satisfy this requirement. We generally do not finance more than 80.0% of the purchase price or the market value of a property, whichever is lower. If the percentage of 65.0% is not reached, the resources that were not applied must be paid to the Central Bank on the 15th day of the subsequent month. These resources will be unavailable for a month and will accrue interest at 80.0% of the interest rate payable on savings accounts.

 

Microcredit

We extend microcredit to low-income individuals and small companies, in accordance with Central Bank regulations requiring banks to use 2.0% of their cash deposits to provide microcredit loans. We started providing microcredit loans in August 2003. As of December 31, 2014, we had 1,738 microcredit loans outstanding, totaling R$3.5 million.

In accordance with Central Bank regulations, most microcredit loans are charged at a maximum effective interest rate of 2.0% per month. However, microcredit loans for certain types of business or specific production have a maximum effective interest rate of 4.0% per month. The CMN requires that the maximum amount loaned to a borrower be limited to (i) R$2,000 for individuals in general, (ii) R$5,000 for individuals developing certain professional, commercial or industrial activities or for micro companies, and (iii) R$40,000 for our "guided microcredit productive" transactions. In addition, microcredit loans must not be for less than 120 days, and the origination fee must be 2.0% to 3.0% of the loan value.

 

BNDES onlending

The Brazilian government has a program to provide government-funded long-term loans with below-market interest rates to sectors of the economy that it has targeted for development. We borrow funds under this program from either (i) BNDES, the federal government’s development bank, or (ii) Agência Especial de Financiamento Industrial (FINAME), or "FINAME," the equipment financing subsidiary of BNDES. We then on-lend these funds to borrowers in targeted 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, they are always secured.

According to BNDES, we disbursed R$14.1 billion, 66.0% of which was loaned to micro, small and medium-sized companies as of December 31, 2014. Our BNDES onlending portfolio totaled R$42.2 billion as of December 31, 2014, and accounted for 12.1% of our portfolio of loans and advances at that date.

 

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Other local commercial loans

We provide traditional loans for the ongoing needs of our corporate customers. As of December 31, 2014, we had R$102.3 billion of outstanding other local commercial loans, accounting for 29.3% of our portfolio of loans and advances. We offer a range of loans to our Brazilian corporate customers, 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, and a number of other receivables;

·      financing for purchase and sale of goods and services;

·      corporate real estate financing;

·      investment lines for acquisition of assets and machinery; and

·      guarantees.

These lending products generally bear interest at a rate of 1.2% to 9.9% per month.

 

Rural loans

We extend loans to the agricultural sector financed by demand deposits, BNDES onlendings and our own funds, in accordance with Central Bank regulations. As of December 31, 2014, we had R$17.1 billion in outstanding rural loans, representing 4.9% of our portfolio of loans and advances. In accordance with Central Bank regulations, loans arising from compulsory deposits are paid a fixed rate. The annual fixed rate was 6.5% as of December 31, 2014. 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 five 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 checking account deposits to provide loans to the agricultural sector.

The Brazilian Monetary Council (CMN) has approved Resolution No. 4,378/14, establishing that any excess funds intended for pecuniary investments set forth in Resolution No. 4,358/14, will be included in the calculation for compliance with required demand deposits in the 2014/2015 agriculture period. This measure provides financial institutions with an additional 12-month period to adjust to the new provisions introduced by said regulation, without undermining their investing the amounts reimbursed from these operations in new cattle-raising investment financing.

 

Leasing

According to ABEL, as of December 31, 2014, our leasing companies were among the sector leaders, with a 19.3% market share. According to this source, the aggregate discounted present value of the leasing portfolios in Brazil as of December 31, 2014 was R$22.4 billion.

As of December 31, 2014, we had 125,018 outstanding leasing agreements totaling R$4.3 billion, representing 1.2% of our portfolio of loans and advances.

The Brazilian leasing market is dominated by large banks and both domestic- and foreign-owned companies affiliated with vehicle 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 and heavy machinery. As of December 31, 2014, 60.5% 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, 2014, Bradesco Leasing had R$82.8 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”).

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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, 2014, the remaining average maturity of contracts in our lease portfolio was approximately 55 months.

 

Credit cards

We offer a range of credit cards to our clients including American Express, Elo, Visa, MasterCard brands and private label cards, which stand out due to the extent of benefits and convenience 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

·      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 cards directed toward high net worth customers, such as Gold, Platinum and Infinite/Black from Visa, American Express and MasterCard brands;

·      multiple cards that combine credit and debit features in a single card, which may be used for traditional banking transactions and shopping;

·      corporate credit cards accepted nationwide and internationally;

·      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;

·      private label credit cards, which we 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;

·       “CPB” and “EBTA,” virtual cards for corporate customers with the management and control of airline ticket expenses;

·      Bradesco’s card for transportation companies, shippers, risk management companies and truck drivers, with both prepaid and debit card functionalities;

·      "Contactless," which enable customers to simply place the card next a scanner to make a payment;

·      "MoneyCard – Visa Travel Money and Global Travel Card" are prepaid international cards designed for foreign currency transactions, which target international travel;

·      “Agrocard Bradesco” – created for farmers and combines the features of a credit card and a debit card. Holders of these cards can use them to buy farm products in stores authorized by Cielo;

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·      “Prepax Presente prepaid cards” – issued by Alelo, which is a pre‑loaded card which can be given as a gift to individuals. Purchasers define the credit’s value and may opt to choose a commemorative topic or to personalize the card with a personal image;

·      “Elo Mais and Elo Exclusive cards” – with bonus points in the Loyalty Program;

·      “Exclusive Gold and Prime Platinum cards” – both under the American Express brand;

·      “Compras Condomínio card” – focused on the pool purchasing niche for use in Brazil;

·      “Bradesco Vale-Cultura card” – a prepaid card which may be used for purchases of books, newspapers, magazines, movie tickets, shows and exhibits, among other options;

·       “Elo Food, Meal and Christmas Meal benefit cards” – in addition to reducing operating costs, the value proposal of this business is to enhance the efficiency of payment means, with 100.0% of virtual transactions, by offering more security and convenience to companies and workers;

·      Utility Bills and Taxes Payment Services (via bar code) by way of the credit card option, in the internet banking channel. With this service, customers have up to 40 days to concentrate the payment of bills on a single date and also generate points/credits to the Rewards Programs they have with their Bradesco Cards;

·      “Meu Dinheiro Claro”, a prepaid card related to a Claro mobile telephone line that may be used for purchases in a broad network of stores, transfers between individuals that use this service, withdrawals, balances and statements, in addition to refills of prepaid credits for any Claro customer;

·      “Corporate Elo Card” for the E1 public, (individual entrepreneur), developed to assist companies in managing expenses and providing greater flexibility and independence; and

·      “b.wallet” mobile portfolio service, which enables Bradesco credit and debit cards to be stored in smartphones for purchases of goods and services in a wide network of commercial establishments.

Bradesco and Banco do Brasil, through its subsidiary Companhia Brasileira de Soluções e Serviços (“CBSS”), incorporated STELO S.A., an online payment service provider that will manage, operate and focus on payment facilitators in the e-commerce and the digital portfolio segments.

With this same partner, Bradesco incorporated LIVELO, a company designed to explore business related to coalition loyalty programs, which enable customers to earn and redeem points with a number of business partners.

Bradesco also has a card business unit abroad, Bradescard Mexico, which has a partnership with C&A and has entered into another partnership with suburbia stores of the Walmex Group and the LOB store chain in Mexico.

As of December 31, 2014, 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 revenues and total number of transactions of credit cards for the years indicated:

 

 

In millions

2014

2013

2012

Revenue – R$

 

 

 

Credit

131,999.9

119,407.0

103,542.5

Number of transactions

 

 

 

Credit

1,423.4

1,346.7

1,225.6

 

Debit cards

We first issued debit cards in 1981 under the name "Bradesco Instantâneo." In 1999, we started converting all of our Bradesco Instantâneo debit cards into new cards called "Bradesco Visa Electron." In 2013, we launched “Elo” debit cards. Bradesco Visa and Elo debit cardholders can use them to purchase goods and services at establishments or make withdrawals through our self-service network in Brazil. Purchase amounts are debited to the cardholder's Bradesco account, thus eliminating the inconvenience and bureaucracy of writing checks.

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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 electronic 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) collection and payment services; and (ii) online 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.

 

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 SWIFT network, we offer products and services for carrying out the cash management of these companies.

 

Solutions for receipts and payments

In 2014, we processed 1.5 billion receipts through our collection system, for the payment of taxes, and utility bills (such as water, electricity, telephone and gas), among others, checks custody service, identified deposits and credit orders via our teleprocessing system (credit order by teleprocessing or OCT), which was 0.4% more than in the same period of 2013.

In 2014, the volume processed through virtual means (Pag-For Bradesco, Net Empresa and Online Tax Payment) was 713 million documents, which represented a 10.7% increase as compared to the same period of 2013.

 

Production chain solutions

The Production Chain area seeks to search for customized solutions for our clients, tailored to the characteristics of each customer’s sector and economic activity. The purpose of this operation is to facilitate the relationship and interconnection among all production chain elements: anchor companies and their customers, suppliers, distributors, service providers and employees, among others. Accordingly, it is possible to expand the client base, increase business volume and strengthen the client's loyalty to the Bank, by way of structured and driven actions.

Another relevant feature of this area is to encourage suppliers to use the factoring of receivables through quick electronic credit solutions with preferential conditions, providing the company with alternative payment.

 

Franchising solutions

The Franchising area seeks to search for customized solutions driven to the characteristics and needs of the Brazilian franchising sector (franchisers and franchisees). The purpose of this operation is the centralized servicing to all franchisees of the networks accredited to the Bank, thus improving the number of customers and the business volume in this significant sector of the Brazilian economy.

 

Market Niches

Customers in specific market niches, such as education, condominiums, health and expediters and driving schools, among others, have the support of a qualified team to structure customized solutions, adding value to a customer’s business, in accordance with profile, features and needs of the respective niche. Another important feature in this area is support for development of Local Productive Arrangements – LPA, providing business advisory services and assistance to these customers.

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Public authority solutions

Public administration requires agility and technology in its everyday activities. We have a business area specifically to serve this market, which offers specialized services 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), identifying business opportunities and structuring customized solutions.

Our exclusive website developed for these customers (www.bradescopoderpublico.com.br) poses corporate solutions for federal, state and municipal governments for payments, receipts, human resources and treasury services, meeting the needs and expectations of the Executive, Legislative and Judiciary branches. The website also features exclusive facilities for public employees and the military showing all of our products and services for these customers.

The relationship works through exclusive service platforms located nationwide, with specialized relationship managers to provide services to these customers.

In 2014, the Bank took part in bidding processes sponsored by the Brazilian government and was successful in over 80.0% of these processes. Furthermore, we became leaders in payments of INSS benefits, with approximately 8.5 million retirees and pensioners.

 

Asset management and administration

We administer and manage assets by way of:

·      mutual funds;

·      individual and corporate investment portfolios;

·      pension funds, including assets guaranteeing the technical provisions of Bradesco Vida e Previdência;

·      insurance companies, including assets guaranteeing the technical provisions of Bradesco Seguros; and

·      Receivable funds (FIDCs – Fundos de Investimento em Direitos Creditórios), FIIs (Real Estate Investment Funds) and private equity funds (FIPs – Fundos de Investimento em Participações).

On December 31, 2014, we administered or managed 1,697 funds and 237 portfolios, providing services to 2.8 million investors. These funds comprise a wide group of fixed-income, non-fixed income and multimarket funds, among others.

The following tables show our equity of funds and equity of portfolios which are under our management, the number of investors and the number of investment funds and managed portfolios for each period.

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Form 20-F

 

Distribution of Equity as of December 31,

R$ in thousands

2014

2013

Investment Funds

 

 

Fixed income

419,767,839

373,551,609

Variable income

27,019,024

27,966,814

Third party share funds

5,315,610

6,355,220

Total

452,102,474

407,873,643

Managed Portfolios

 

 

Fixed income

26,542,111

16,856,215

Variable income

8,130,414

8,389,755

Third party share funds

1,955,085

2,243,831

Total

36,627,611

27,489,801

Overall Total

488,730,084

435,363,444

 

As of December 31,

2014

2013

Number

Quotaholders

Number

Quotaholders

Investment Funds

1,697

2,776,357

1,550

2,731,246

Managed Portfolios

237

518

233

430

Overall Total

1,934

2,776,875

1,783

2,731,676

 

Our products are mostly distributed through our branch network, banking service by phone and the Internet (www.bradesco.com.br - investments).

 

Services related to capital markets and investment banking activities

As the organization's 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 2014, Bradesco BBI advised customers on 210 transactions across a range of investment banking products, totaling R$179.6 billion.

 

Equities

Bradesco BBI coordinates and places public offerings of shares in local and international capital markets and intermediates public tender offers. Bradesco BBI ended 2014 with a significant presence in IPOs and follow-ons by Brazilian issuers.

Based on data relating to public offerings registered with the CVM in 2014, Bradesco BBI participated as an underwriter and joint bookrunner in 2 offers totaling R$6.1 billion: Oi S.A. follow-on involving the amount of R$5.7 billion and Ourofino IPO, in the amount of R$418.0 million.

 

Fixed income

After having been engaged on a number of significant projects during 2014, Bradesco BBI ended the year with a very strong presence in the fixed-income segment. For the year ended December 31, 2014, Bradesco BBI was the leader in terms of value, according to the fixed income ANBIMA ranking. In the period, it coordinated 119 domestic-market offerings totaling more than R$23.7 billion.

In the international broker-dealer market, Bradesco BBI is continuously expanding its presence. In 2014, it acted as “joint bookrunner” for 31 bond issues, which exceeded the amount of US$28.5 billion.

In 2014, Bradesco BBI won The Best Investment Bank in Brazil Award by Euromoney magazine.

 

Structured operations

Bradesco BBI develops structures and solutions for its customers, in terms of financing, offering a number of funding tools to companies, including those involving securitization. Additionally, Bradesco BBI has a strong presence in the acquisition finance segment.

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In 2014, Bradesco BBI also held a leading position in the securitization ranking published by ANBIMA, as a result of structuring 22 operations with a total value of R$6.7 billion.

 

Mergers and acquisitions

Bradesco BBI provides advisory services to important customers in merger, acquisition and corporate sale transactions, private placements, forming joint ventures, financial and corporate restructuring, and privatizations.

In 2014, Bradesco BBI was rated among the top banks that provided advice for mergers and acquisitions in Brazil. During the year, Bradesco BBI advised on 14 transactions with a disclosed value of R$62.3 billion.

 

Project finance

Bradesco BBI has 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. Bradesco BBI won several project finance awards, among them “Deals of the Year” by Latin Finance magazine: Best Oil&Gas Financing, Best Infrastructure Financing Brasil and Best Airport Financing.

As of December 31, 2014, Bradesco BBI was involved in providing financial advice and structuring for approximately 22 projects totaling R$18.1 billion in investments.

 

Intermediation and trading services

Bradesco S.A. CTVM (or "Bradesco Corretora") trades stocks, options, stock lending, public offerings and forwards. It also offers a wide range of products such as Brazilian government securities (under the Tesouro Direto program), BM&FBOVESPA trading and real estate funds, which are tailored to the needs of high net-worth individuals, major corporations and institutional investors.

In 2014, Bradesco Corretora traded R$98.9 billion in the BM&FBOVESPA equities market and the exchange ranked it 12th in Brazil in terms of total trading volume.

In addition, in the same period, Bradesco Corretora traded 20,846,177 futures, swaps and options totaling R$1,778 billion on the BM&FBOVESPA. According to the BM&FBOVESPA, in 2014, Bradesco Corretora ranked thirteenth in the Brazilian market, in terms of the number of options, futures and swaps contracts executed.

Bradesco Corretora was awarded by BM&FBOVESPA, within the Operational Qualifying Program (PQO), all of the five excellence seals (Agro Broker, Carrying Broker, Execution Broker, Retail Broker and Web 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).

Bradesco Corretora offers its clients the possibility to trade securities on the Internet through its "Home Broker" service. In 2014, "Home Broker" trading totaled R$11.6 billion, or 1.6% of all Internet transactions on BM&FBovespa, and Bradesco Corretora was the 17th 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 38 analysts, it is composed of sector specialists (senior and assistant analysts), 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 700 reports, in English and Portuguese, are monthly forwarded to the most important investors domiciled in Brazil, the United States, Europe and Asia.

Through our Bradesco Corretora's branches and representative offices, our customers have access to professionals that are able to advise on investments in the BM&FBOVESPA. We currently run 14 branches and 2 representative offices throughout Brazil. This means that Bradesco Corretora provides direct customer service and closer relations with customers. This channel is very profitable and enjoys a high-level of take-up from investors, making for closer relations with our network of branches as loyal customers concentrate their funds with us.

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Bradesco Corretora also 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, which we refer to as "Resolution No. No. 4,373/14." For more details of Resolution No. 4,373/14, see "Item 10.D. Exchange Controls."

 

Custody, depositary and administrative services

In 2014, we were one of the main providers of capital markets services and retained leadership in the domestic asset custody market, according to the ANBIMA ranking. Our modern infrastructure and specialized team offer a broad range of services such as: asset registration (shares, BDR - Brazilian Depositary Receipts, investment fund shares, Certificates of Real Estate Receivables or CRIs, and debentures); qualified custody for securities; custody of shares underlying Depositary Receipts (DRs); administrative services for investment funds ("CVM Instruction No. 409" Funds and Structured Funds) and managed portfolios; fiduciary administration for investment funds; offshore funds; custody and representation for foreign investors; administrative agent; depositary (escrow account - trustee) and clearing agent.

We have ten 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.

As of December 31, 2014, the main services provided by Bradesco Custódia were:

·      administrative and custody services for investment funds and managed portfolios and fiduciary administration for third-party funds involving:

­-        R$994.2 billion in assets under custody, as measured by methodology used for the ANBIMA ranking;

-­        R$1.4 trillion in total shareholders´ equity of investment funds and managed portfolios which are using our administration services, as measured by methodology used for the ANBIMA ranking;

-­        27 registered DR programs with a market value of R$80.7 billion as measured by methodology used for the ANBIMA ranking; and

-­        R$233.9 billion total shareholders´ equity of third-party investment funds under fiduciary administration by BEM DTVM.

·      Asset registration:

-­        Bradesco’s share registration system comprised 242 companies, with a total of 4.5 million shareholders;

-­        our debenture registration system contained 326 companies with a total market value of R$271.0 billion;

-­        our fund share registration system contained 379 investment funds with a market value of R$67.2 billion; and

-­        we managed 25 registered BDR programs, with a market value of R$1.7 billion.

In December 2013, the CVM changed the rules that govern these activities through the issuance of Instructions no. 541, 542 and 543, which address centralized deposit, custody and bookkeeping of securities, respectively. Pursuant to these new instructions, recording agents will be required to maintain records in relation to issuances of registered assets and custodians will be responsible for safeguarding assets that were physically issued or for which they are holders of customers’ custody positions in central depositary entities. In addition, centralized deposit service providers will take on a crucial role for trading assets in organized markets, concentrating all operations corresponding to deposited assets. These new instructions became effective from July 1, 2014.

In January 2015 the Central Bank began regulating the activities of centralized depositories and the recording of financial assets, by way of Circular No. 3,743/15, which includes the registration and centralized depository of financial assets and liens and encumbrances on deposited financial assets.

 

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International banking services

As a private commercial bank, we offer a wide range of international services, such as foreign exchange transactions, foreign trade finance, lines of credit and banking. As of December 31, 2014, our international banking services included:

·      in New York City: a branch and our subsidiaries Bradesco Securities Inc., or "Bradesco Securities U.S.," Bradesco North America LLC, or "Bradesco North America;" and BRAM US LLC., or “BRAM US”;

·      in London: Bradesco Securities U.K., our subsidiary, or "Bradesco Securities U.K.;"

·      in the Cayman Islands: a branch and our subsidiary, Cidade Capital Markets Ltd., or "Cidade Capital Markets;"

·      in Argentina: our subsidiary Banco Bradesco Argentina S.A., or "Bradesco Argentina;"

·      in Luxembourg: our subsidiary Banco Bradesco Europa S.A. , or "Bradesco Europe;"

·      in Japan: our subsidiary Bradesco Services Co. Ltd., or "Bradesco Services Japan;"

·      in Hong Kong: our subsidiaries Bradesco Trade Services Ltd., or "Bradesco Trade;" and Bradesco Securities Hong Kong or "Bradesco Hong Kong;" and

·      in Mexico: our subsidiary Bradescard México, Sociedad de Responsabilidad Limitada, or "Bradescard México."

Our international transactions are coordinated by our international and foreign exchange department in Brazil with support from 28 operational units specializing in foreign exchange 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,

2014

2013

2012

R$ in thousands

%

R$ in thousands

%

R$ in thousands

%

Brazilian operations

118,500,386

98.2%

103,248,646

98.1%

94,198,281

98.3%

Overseas operations

2,152,690

1.8%

1,969,702

1.9%

1,590,704

1.7%

Total

120,653,076

100.0%

105,218,348

100.0%

95,788,985

100.0%

 

Foreign branches and subsidiaries

Our foreign branches and subsidiaries are mainly intended for financing in foreign currency (particularly foreign trade finance operations) to Brazilian and non-Brazilian customers. Bradesco Europe also provides additional services to the private banking segment. Total assets of the foreign branches, excluding transactions between related parties, were R$155.9 billion, as of December 31, 2014, denominated in currencies other than the real.

Funding required for import and export finance is mainly obtained from the international financial community, through credit lines granted by correspondent banks abroad. As an additional source of funding, we issued debt securities in international capital markets, which amounted to US$10.2 billion in 2014.

Bradesco Argentina – To expand our operations in Latin America, in December 1999, we established our subsidiary in Argentina, Bradesco Argentina, the general purpose of which is to extend financing, largely to Brazilian companies established locally and, to a lesser extent, to Argentinean companies doing business with Brazil. As of December 31, 2014, Bradesco Argentina recorded R$173.1 million in total assets.

Bradesco Europa - In April 2002, we took control of Banque Banespa International S.A., Luxemburg, currently named Banco Bradesco Europa. As of December 31, 2014, its total assets were R$10.2 billion.

Bradesco Services Japan – In October 2001, we incorporated Bradesco Services Japan to provide support and specialized services to the Brazilian community in Japan, including remittances to Brazil and advice regarding investments within Brazil. As of December 31, 2014, its assets totaled R$4.2 million.

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Form 20-F

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.

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:

·      The focus of Bradesco Securities U.S. is 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, 2014, Bradesco Securities U.S. had assets of R$79.0 million;

·      Bradesco Securities U.K. focuses on the intermediation of equities and fixed income operations for Brazilian companies with global institutional investors. On December 31, 2014, Bradesco Securities U.K. had assets of R$23.9 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. On December 31, 2014, Bradesco Securities H.K. had assets of R$13.6 million.

Cidade Capital Markets – In February 2002, Bradesco acquired Cidade Capital Markets in Grand Cayman, due to the acquisition of its parent company in Brazil, Banco Cidade. As of December 31, 2014, Cidade Capital Markets had R$107.8 million in assets.

Bradesco North America LLC was incorporated in August 2011 to be used as a holding company focused on Bradesco's investments in non-bank businesses in the United States. As of December 31, 2014, its total assets was R$6.3 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 insurance products and 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.

We provide foreign currency payments directly to foreign exporters on behalf of Brazilian importers, which are linked to the receipt of local currency payments by the importers. In export finance, exporters obtain advances in reais on 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 forms of export financing, such as export prepayments, onlendings from BNDES-EXIM funds, export credit notes and bills (referred to locally as "NCEs" and "CCEs"), and the PROEX rate equalization program.

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 1,400 correspondent banks abroad, 59 of which extended lines of credit as of December 31, 2014.

As of December 31, 2014, our international unit had a balance of R$30.7 billion in export financing and R$9.5 billion and R$ 3.9 billion in import financing and international guarantees. The volume of our foreign exchange contracts for exports reached US$39.0 billion in 2014. In the same period, the volume of our foreign exchange contracts for imports reached US$28.4 billion. In 2014, based on Central Bank data, we reached a 17.3% market share of trade finance for Brazilian exports and 13.0% for imports.

The following table shows the composition of our foreign trade asset portfolio as of December 31, 2014:

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2014

R$ in thousands

Export financing

 

Advance on foreign exchange contracts – undelivered bills

6,682,707

Advance on foreign exchange contracts – delivered bills

523,712

Export prepayment

10,145,733

Onlending of funds borrowed from BNDES/EXIM

3,333,776

Proex - Rate Equalization Program

61,213

NCE/CCE (Exports Credit Note/Exports Credit Certificates)

9,954,933

Total export financing

30,702,074

Import financing

 

Import financing – foreign currency

6,930,003

Exchange discounted in advance for import credit

2,246,552

Import credit opened

304,917

Total import financing

9,481,472

International guarantees

3,851,360

Total foreign trade portfolio

44,034,906

 

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 export and import 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;

·      structured foreign currency transactions: through our overseas units;

·      foreign loans to customers (Decree-Law No. 4,131/62);

·      service agreements – receiving funds from individuals abroad via money orders;

·      prepaid cards with foreign currency (individual and corporate customers);

·      purchasing and selling travelers checks and foreign currency paper money;

·      cashing checks denominated in foreign currency;

·      international financial clearance certificate; and

·      international financial capacity certificate.

 

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Form 20-F

 

Consortia

In Brazil, persons or entities that wish to acquire certain goods may set up a group known as a "consortium," in which members pool their funds and plan the acquisition.

Our purchasing consortium company (Bradesco Consórcios) manages plans for groups of purchasers buying real estate, automobiles and trucks/tractors/machinery and equipment. In January, 2003, our subsidiary Bradesco Consórcios initiated the sale of consortium quotas, to our customers. According to the Central Bank, in May, 2004, Bradesco Consórcios became the leader in the real estate segment and, in December 2004, it also became the leader in the automobile segment. In October, 2008, Bradesco Consórcios became the leader in the trucks/tractors/machinery and equipment segment. As of December 31, 2014, Bradesco Consórcios registered total sales of 1,061,847 outstanding quotas in the three segments, with total group revenues of over R$42.9 billion and net income of R$616.9 million.

 

 

 

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Form 20-F

Insurance, pension plans and capitalization bonds

The following diagram shows the principal elements of our insurance, pension plans and capitalization bonds segment as of December 31, 2014:

 

 

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Form 20-F

The following table shows selected financial data for our insurance, pension plans and capitalization bonds segment for the periods indicated. This segment information is prepared in accordance with BR GAAP, which are the accounting practices on which the reports used by Management to assess performance and make decisions are based.

 

As of and for the year ended December 31,

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

2014

2013

2012

Statement of Income data

 

 

 

Net interest income

4,556,146

5,589,989

3,124,512

Other income and expenses (1)

2,742,922

446,117

2,725,672

Income before income taxes

7,299,068

6,036,106

5,850,184

Income tax and social contribution

(2,843,493)

(2,253,451)

(2,196,399)

Net income for the year

4,455,575

3,782,655

3,653,785

Net income attributable to controlling interest

4,354,752

3,692,531

3,591,743

Net income attributable to non-controlling interest

100,823

90,124

62,042

Statement of Financial Position data

 

 

 

Total assets

181,949,261

160,295,583

153,695,571

Selected results of operations data

 

 

 

Income from insurance and pension plans

 

 

 

Written premiums

47,745,885

42,226,410

37,899,360

Pension plan contributions

3,724,762

3,584,290

3,273,485

Coinsurance premiums ceded

(135,728)

(154,125)

(198,281)

Premiums returned

(525,895)

(543,779)

(500,468)

Reinsurance premiums

(354,041)

(225,581)

(297,351)

Premiums retained from insurance and pension plans

50,454,983

44,887,215

40,176,745

Changes in the insurance technical provisions and pension plans

(24,008,174)

(20,001,807)

(23,326,101)

Retained claims

(18,143,687)

(15,484,691)

(13,123,833)

Selling expenses for insurance and pension plans

(2,892,373)

(2,468,101)

(2,314,815)

Income from insurance and pension plans

5,410,749

6,932,616

1,411,996

Note: Data presented above include income from related parties outside the segment.

(1) For additional information, see "Item 5.A. Operational Results".

 

Insurance products and services

We offer insurance products through a number of different entities, which we refer to collectively as "Grupo Bradesco Seguros." Grupo Bradesco Seguros is leader in the Brazilian insurance market.

 

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, 2014, there were 25.8 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 staff.

On December 31, 2014, Bradesco Saúde and its subsidiary Mediservice Administradora de Planos de Saúde S.A (Mediservice) had more than 4.5 million beneficiaries covered by company plans and individual/family plans. Approximately 106 thousand companies in Brazil pay into plans provided by Bradesco Saúde and its subsidiaries, including 52 of the top 100.

Bradesco Saúde currently has one of the largest networks of providers of health services in Brazil. As of December 31, 2014, it included 10,275 laboratories, 13,979 specialized clinics, 16,525 physicians and 2,508 hospitals located throughout the country.

 

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Automobiles, property/casualty and liability insurance

We provide automobile, property/casualty and liability insurance through our subsidiary Bradesco Auto/RE. Our automobile insurance covers losses arising from vehicle theft, damage to the passenger 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 mass 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, 2014, Bradesco Auto/RE had 1.7 million insured automobiles and 2.8 million property/casualty policies and notes, making it one of Brazil’s main insurers.

 

Reinsurance

Insurance companies should 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 (admitido e 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 RE was 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 for the ceding of premiums to reinsurance companies in each calendar year. For local insurers, such maximum limit was 10.0% of premiums, and for local reinsurers, 50.0% of premiums. In the case of local insurers, CNSP Resolution No. 203/09 raised the limit for local insurers from 10.0% to 25.0% in the case of guarantees for public obligations and oil risks and CNSP Resolution No.194/08, to up to 100.0%, in the case of nuclear risks.

CNSP Resolution No. 241/11 enabled the transfer of risks as part of reinsurance or retrocession operations to reinsurers not authorized by SUSEP as long as the shortfall in the Brazilian reinsurance market's capacity has been shown and certain rules and limits are followed.

On December 31, 2014 there were 122 reinsurers authorized to operate in the Brazilian market, including IRB-Brasil Re and Lloyd's of London. Twenty-four reinsurance brokerage firms have authorization to intermediate reinsurance and retrocession operations.

In 2014, the Grupo Bradesco Seguros paid approximately R$354.0 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 ranking A - of S&P (or equivalent) and 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 agreements (proportional and non-proportional) is currently ceded to 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.

 

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Form 20-F

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 November 30, 2014, Bradesco Vida e Previdência accounted for 27.3% of the pension plan and VGBL market in terms of contributions, according to Fenaprevi. Also according to the same source, managed pension funds accounted for 25.0% of VGBL, 24.4% of PGBL and 44.7% of traditional pension plans in Brazil. As of November 30, 2014, Bradesco Vida e Previdência accounted for 30.4% of all supplementary pension plan assets under management, 28.7% of VGBL, 23.1% of PGBL and 52.5% 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 2.4 million participants, 63.7% of whom have individual plans, and the remainder of whom are covered by company plans. The company’s plans account for 23.8% of technical reserves.

Under VGBL, PGBL and FAPI 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 2014, Bradesco Vida e Previdência managed R$87.0 billion in VGBL and R$20.9 billion in PGBL plans. Bradesco Vida e Previdência also managed R$26.4 billion in pension plans.

Bradesco Vida e Previdência also offers pension plans for corporate customers that are in most cases negotiated and adapted to specific needs of the corporate customer.

Bradesco Vida e Previdência earns revenues primarily from:

·      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 sector capitalization bond companies, 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$8 to R$50,000.00), form of payment, contribution period, and periodicity of draws for cash prizes of up to R$2.0 million (gross premiums). Plans are adjusted based on the Reference Rate (TR) plus 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, 2014, we had around 8.2 million "traditional" capitalization bonds and around 15.5 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. In 2014, Bradesco Capitalização had approximately 23.8 million capitalization bonds and 3.4 million customers.

Bradesco Capitalização is the only company in its industry to have received a Standard & Poor’s (S&P) rating of “brAAA”, the highest rating in Brazil.

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Treasury activities

Our treasury department trading includes derivative transactions, mainly for economic hedging purposes (known as "macro-hedge"). Transactions such as these comply with limits set by our senior management and guidelines from our integrated risk control unit using a value-at-risk (VaR) methodology. For more information about our VaR methodology, see "Item 11. Quantitative and Qualitative Disclosures About Market Risk-Value at Risk" and "Item 11. Quantitative and Qualitative Disclosures About Market Risk-Market Risk."

 

Distribution channels

Our branch network is complemented by other distribution channels, such as: service centers and electronic in-company service centers, banking correspondents, ATMs, telephone banking services, and Internet and mobile banking. In introducing new distribution systems, we have focused on enhancing our security as well as increasing efficiency.

By the end of 2014, we had 4,659 branches, 4,631 service centers, electronic in-company service centers and 50,006 banking correspondents (Bradesco Expresso) and 1,344 points of service outside of our own ATM network.

For information on our international branches as of December 31, 2014, see "International banking services."

 

Specialized distribution of products and services

As part of our distribution system, we have five areas that offer a range of different products and services on an individualized basis to all specific segments of our customer base. By segmenting the market, we aim to cater to different profiles and scales of customers, thus enhancing service and improving efficiency.

 

Bradesco Varejo

Bradesco is present in 100.0% of municipalities in Brazil. The Bradesco Varejo service network comprises 4,263 branches, 3,427 service centers, 1,144 electronic service centers and 50,006 Bradesco Expresso banking correspondent units, in addition to thousands of ATMs.

Bradesco Varejos focus is on individuals with monthly income of no more than R$10,000 and companies with annual revenues of up to R$30 million. Individual customers with monthly income up to R$3,999.99 or amounts available for investments below R$40,000 are named Classic and individual customers with monthly income from R$4,000 to R$10,000 or amounts available for investments from R$40,000 are known as Exclusive customers, and corporate customers, with annual revenues of up to R$30 million are known as Empresas e Negócios. The retail area provides customized services with adequate financial solutions for each profile.

As of December 31, 2014, Bradesco Varejo provided assistance to over 25.5 million account holders.

The service network makes products and services available even at remote or hard-to-reach areas and also at densely populated and low income communities, such as: 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, and Heliópolis and Paraisópolis in São Paulo.

 

Bradesco Prime

Bradesco Prime operates in the individuals segment and its target audience is customers with monthly income from R$10,000.00 or investable assets from R$100,000.00. Its mission is to be the bank of choice for these customers by focusing on quality relationships, and providing solutions for their needs through well-trained teams, adding shareholder and collaborator value while upholding our ethical and professional standards. Bradesco Prime offers the following value added services:

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·      Personalized services provided by relationship managers: experienced and skilled professionals with certification from ANBIMA, providing full financial advisory services and managing a small 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 and can count on “Bradesco Prime Spaces” - a reserved and distinctive environment at Bradesco Varejo branches that fully maintains the segment's value proposition. Additionally, customers count on a wide network of branches throughout Brazil, including self-service equipment – Bradesco Network and Banco24Horas;

·      Exclusive products and services: Bradesco Prime has a comprehensive set of differentiated 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, among others; and

·      Bradesco Prime loyalty program: introduced to further acknowledge and enhance customer relationships. By purchasing products and services, customers gain points that can be converted into benefits such as 12 days of interest-free overdraft, or up to 40.0% reduced overdraft charges and up to 100.0% off the package of services.

Present in all Brazilian capital cities, Bradesco Prime has been investing in technology, improvement of relationships with customers and training of its professionals throughout its entire history. It has earned an outstanding position in the Brazilian market for banking services for high-income customers and has consolidated as the largest banking services provider for these customers in terms of its service network, with 302 branches and 425 Bradesco Prime Spaces strategically positioned.

 

Bradesco Private Bank

Bradesco Private Bank has the sole purpose of advising high net-worth individuals, family-owned holding companies and investment companies with funds available for investments exceeding R$3.0 million. Bradesco Private Banking offers a wide range of financial products and services, in the pursuit of the most appropriate solution for each customer profile based on a tailor-made basis. It also offers tax, succession and equity planning advisory, as well as structured operations and non-financial assets advisory.

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. Bradesco Private Banking is supported by our international units located in the Cayman Islands, New York and Luxemburg.

 

Bradesco Empresas

Bradesco Empresas serves companies whose annual revenues range from R$30 million to R$250 million through its 70 business units strategically located in state capitals, as follows: Southeast (41), South (17), Mid-West (4), Northeast (6) and North (2). It also has 87 Espaços Empresas (spaces reserved for Bradesco Empresas) in strategic locations not heavily serviced by Bradesco Empresas. These are specially structured places for rendering services to economic groups within the segment. 

Bradesco Empresas offers top quality business management with products such as loans and advances, financing, investments, foreign trade, hedging transactions, cash management and structured transactions in capital markets to ensure customer satisfaction and good results for us.

 

Bradesco Corporate

Our Corporate segment aims to serve companies posting annual revenues of more than R$250 million in most cases, offering both traditional and tailor-made products. As of December 31, 2014, 1,523 corporate groups in Brazil were served by this segment.

 

Branch Network

The principal distribution channel for our banking services is the branch network. In addition to offering retail banking services, branches serve as a distribution network for all of the other products and services, including payment and collection management services, private banking services, credit cards and asset management products. We market leasing services through channels operated by the branch network, as well as through our wholly owned subsidiaries Bradesco Leasing and Bradesco Financiamentos. Bradesco Corretora and Bradesco Consórcios also offer our services of brokerage, trading and purchasing consortium services through our branches. Bradesco Vida e Previdência sells its products through 10,103 independent agents nationwide, most of whom are based on our own premises. Compensation for these agents is commission-based.

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We sell our insurance products, pension plans and capitalization bonds through our website, through exclusive brokers based in our network of bank branches, and non-exclusive 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 product

2014

2013

2012

Insurance products

 

 

 

Sales through the branches

36.0%

37.9%

38.1%

Sales outside the branches

64.0%

62.1%

61.9%

Pension plans products

 

 

 

Sales through the branches

86.6%

86.1%

83.7%

Sales outside the branches

13.4%

13.9%

16.3%

Capitalization bonds

 

 

 

Sales through the branches

83.0%

82.1%

79.6%

Sales outside the branches

17.0%

17.9%

20.4%

 

Other distribution channels

Digital channels

The Digital Channels offer mobility and independence to customers so that they may expand their businesses with us.

We aim to make the banking experience even more convenient, fast and safe. In addition to the traditional service channels, such as Self-Service, “Fone Fácil” (easy phone) and internet, customers and users have access to us via Bradesco Celular (mobile banking).

People with disabilities and reduced mobility are provided with internet banking services for the visually impaired; personalized assistance for the hearing impaired using digital language at Fone Fácil, Bradesco Celular for the visually impaired; visual mouse for people with motor disabilities; and access to ATMs for customers with visual and physical disabilities, among others.

We are present on social networks, through which we monitor our brand, products and services, provide services and interact with users. We were the first bank to develop a Facebook access application, which enables making inquiries, payments, transfers and request of personal loans while navigating on the social network.

In 2012, we introduced Bradesco Next, a fully digital and multitouch interaction facility developed to test new forms of banking service usage, formats and layouts. The strategy behind Bradesco Next is to develop new digital services that may be used in our branches.

In 2014, 91.0% of transactions were carried out through digital channels. The table below shows the number of operations carried out through digital channels:

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Year ended December 31,

In millions of transactions

% Change

2014

2013

Internet Individuals + Companies - with WebTA (1)

4,492

4,205

6.8%

ATMs

2,087

2,081

0.3%

Mobile Banking (Bradesco Celular)

1,908

868

119.9%

Telephone Banking (Fone Fácil)

410

473

(13.3)%

Total

8,897

7,627

16.7%

(1) WebTA is an internet file transmission service, to the Bank, carried out by corporate customers using Net Empresa.

 

Internet

In 2011, we introduced a new version of our Internet Banking service, which included more than 50 innovations, in particular an “A” key for Quick Access, an Intelligent Payment feature which automatically recognizes the intended type of payment through a bar code, and a search box located on all pages.

The Portal Bradesco has 15 transactional sites for banking transactions and 41 institutional sites, which provide information on the Bank, guidance on security, disclosure of social and environmental actions, and specific investor publications, among others. The institutional sites in turn have been restructured, whereby information and products/services were reorganized, contents simplified and language adapted to digital channels.

Our corporate customers have access to a product called Net Empresa, which allows them to check their account balances online and carry out banking transactions and transfers quickly and safely.

 

Self-service network

Our self-service network has 31,089 ATMs strategically distributed across Brazil, providing quick and convenient access to products and services. In addition to our ATMs, customers can access the pooled network of 17,593 Banco24Horas machines to effect transactions such as cash withdrawals, statements, balance status queries, loans, payments of payment vouchers, transfers between Bradesco accounts and transfers to other banks. As of December 31, 2014, over 2.0 billion transactions were conducted through ATMs.

We were a pioneer in Brazil in introducing a biometric reading system that identifies customers and authenticates ATM transactions through a sensor/invisible light beam capturing the image of the vascular pattern of the palm of the hand. This technology allows our customers to carry out transactions using only their card and hand palm reading. In addition, for greater convenience, customers may also withdraw cash and check balances without their card, simply using biometry and a six-digit password, so that transactions are carried out more easily and quickly. We believe that the biometric reading system is one of the world’s most advanced security technologies. This technology is available in 31,044 of our ATMs and in 10,113 ATMs of the Banco24Horas Network.

Based on an agreement with the INSS, this technology allows retired customers and pensioners to perform “proof of life” with the use of automatic biometrics, without the need to go to a bank counter to submit documentation, thereby expediting the process.

 

Bradesco Celular (Mobile banking)

We were the first Brazilian institution to use mobile banking. Through this channel the customer can check bank balances and statements, make payments, recharge prepaid mobile phones, make transfers, get loans, obtain quotes and follow stock purchase and sale orders, among other things. Our website www.bradescocelular.com.br provides detailed information on products and services.

Additionally, Bradesco Celular also provides the following services:

·      Free access: enables individuals to carry out financial transactions and monitor their accounts via Bradesco Celular free of charge, without exhausting their data plans. Available for mobile phone network operators Claro, Oi, Tim, and Vivo (Brazilian mobile phone network operators);

·      Depositing checks via mobile phone eliminating the need to deliver physical cheques at the branch or ATMs;

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·      Bradesco Direct Reload: a service that enables reloading credits for prepaid mobile phones with just a single call from the device itself, even if there are no credits available for making calls. This feature is currently available for mobile phone users who are registered customers of Vivo, TIM and Claro;

·      SMS payments: previously-registered customers receive messages to schedule payments in advance or make payments with their banking collection forms registered with the DDA or utility bills, by simply answering a SMS;

·      InfoCelular (information on mobile phones): with this feature, our registered customers quickly and safely receive SMS messages reporting on banking transactions for their account in accordance with the period and amount they designate;

·      Bradesco Net Empresa Celular (Bradesco Net Company Mobile Banking): made available for corporate customers using mobile phones to check bank balances and authorize transactions;

·      Token embedded in the mobile device: an innovative and pioneering service in the market, the embedded token provides an additional convenience option for our customers by enabling them to authenticate any transaction carried out on the device and other digital channels; and

·      Bradesco Celular via SMS (SMS Banking): this service allows our customers to confirm balances, see their last three entries in a bank statement and reload credits for prepaid mobile phones via SMS.

 

Telephone services – Fone Fácil

Fone Fácil is Bradesco’s telephone banking system. The customized service system, with financial experts and virtual servicing, makes Fone Fácil one of the most efficient service channels and we have one of the most awarded banking relationship centers in Brazil, which is available to customers on a 24/7 basis.

Through this channel, the customer may acquire products, obtain information on their account, credit card, social security benefits, capitalization bonds and carry out a number of transactions, such as: checking account balances, bank statements, payments, transfers, credit transactions, investments, registering with the Bradesco Token into the mobile device, registering and disabling a password, cancellation and reissuing of cards, among other services.

In addition to the customized digital service, customers have access, through a number of specific numbers, to several telephone service centers including service centers for: internet banking, Net Empresa, Consortium, Private Pension Plan, Bradesco Financiamentos and Alô Bradesco.

 

Banking units in retail chains - Bradesco Expresso

We have also entered into partnership agreements (Bradesco Expresso) with retail chains, supermarkets, drugstores, grocery stores, and other retailers. These companies provide basic banking services such as payment of utility bills and others, withdrawal of cash from checking and savings accounts, deposits and pension payments, among others. These services are rendered by the staff of our business partners, but all credit decisions are made by our employees.

 

Integrated risk control

The Integrated Risk Control Department is responsible for the following activities:

 

Risk management

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 improvement in this activity has enabled us to be the first and only bank in Brazil authorized by the Central Bank to use, since January 2013, internal market risk models, which were already used for management, in order to calculate the regulatory capital (RC) set forth in the Basel Accord.

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 promote improvement among employees at all levels, from the business areas to the Board of Directors.

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Our risk management process ensures that risks are proactively identified, measured, mitigated, monitored and reported, as required for the complexity of our financial products and the profile of our activities.

 

Risk Management Structure

The structure of our risk and capital management function consists of committees, responsible for assisting our Board of Directors and the Diretoria Executiva in making strategic decisions.

The “Integrated Risk Management and Capital Allocation Committee” is responsible for advising the Board of Directors on the performance of its roles in the management and control over risks and capital.

The committee is assisted by the Capital Management Executive Committee, Internal Controls and Compliance Committee and the executive committees for risk management of: (i) Credit; (ii) Market and Liquidity; (iii) Operational; (iv) Grupo Bradesco Seguros; and (v) Basel II Implementation. There are also the Executive Products and Services Committee, and Executive Committees for our business units, whose tasks include suggesting limits for exposure to their related risks and devising mitigation plans to be submitted to the Integrated Risk Management and Capital Allocation Committee and the Board of Directors.

 

Credit risk

Credit risk is the possibility of losses associated with a borrower’s or counterparty’s failure to comply with their respective financial obligations under agreed terms, as well as 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 of 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 independence of the processes.

We monitor our exposure to credit risk, which mainly results from loans and advances, financial assets and 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 indepent and centralized credit risk measurement and control.

The Credit Risk monitoring area is actively engaged in improving the customer risk rating models, following up large risks by periodically monitoring major delinquencies and the provisioning levels.

This area continuously reviews the 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.

Corporate control and monitoring of our credit risk take place in the credit risk unit of the Integrated Risk Control Department. The department assists the 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 the Integrated Risk and Capital Allocation Committee, which reports to the Board of Directors.

In addition to the committee meetings, the business area holds monthly meetings with officers and heads of products and segments to ensure they are informed about the evolution of the portfolio of loans and advances, delinquency, losses, credit recovery, gross and net losses, portfolio limits and concentrations, and other items. This information is also monthly reported to the Audit Committee.

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The business area also tracks each internal or external event that may significantly impact credit risk for the organization such as mergers, bankruptcies or crop failures and monitors sectors of economic activity in which the Organization has the most representative exposures.

Both the governance process and limits are validated by the Integrated Risk and Capital Allocation Committee, 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 fluctuating prices and rates resulting from mismatched maturities, currencies and indices of our asset and liability portfolios.

This risk is identified, measured, mitigated, controlled and reported. Our profile of exposure to market risk is in line with guidelines established by the governance process, with limits that are monitored on a timely and independent basis.

All transactions exposing the Organization to market risk are mapped, measured and classified according to probability and magnitude, with the whole process approved by the governance structure.

Our risk management process involves the participation of all levels of the organization, 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 have several 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

·      hedging.

Market risk measurement and control are carried out through stress methodologies, Value at Risk (VaR), Economic Value of Equity (EVE), and sensitivity analysis, and limits for earnings management and financial exposure. The use of several methodologies to measure and evaluate risks is important, as they are always supplementary to each other and their combined use permits capturing different scenarios and situations.

 

Market Risk Management Process

Our market risk management process is run on a corporate wide basis. This process involves several areas with specific duties, ensuring an efficient structure, with market risk measurement and control carried out on a centralized and independent basis. This process allowed us to be the first and only financial institution in Brazil authorized by the Central Bank to use, as of January 2013, internal market risk models to calculate the needs for regulatory capital. The management process, approved by the Board of Directors, is also reassessed at 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 the Integrated Risk and Capital Allocation Committee, to be submitted to the Board of Directors depending on the characteristics of business, which are separated into the following portfolios:

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:

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·      Value at Risk (VaR);

·      stress;

·      results; and

·      financial exposure/concentration.

Banking portfolio: comprises transactions not qualifying for our trading portfolio, deriving from our other businesses and 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, exposures are discussed weekly by the Treasury's and Management of Assets and Liabilities Executive Committee, which assesses results and risks and discusses and validates strategies. Both governance process and limits are validated and reviewed at least once a year by the Integrated Risk and Capital Allocation Committee and submitted for approval by the Board of Directors.

Every limit under the Board of Directors´ management is monitored via an alert system which determines the report recipients and the actions that should be taken according to different levels of market risk limit usage. 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, the Committee of Integrated Risk Management and Capital Allocation is called in order to make a decision. If the Committee chooses to increase the limit and/or maintain the positions, the Board of Directors is called to approve a new limit or to review 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 risk is 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 ensure conditions to settle transactions in a timely and secure manner.

 

Liquidity Risk Management Process

We manage our liquidity risk process on a group-wide basis. This process involves a number of areas with specific responsibilities, ensuring an efficient structure, and the liquidity risk is measured and controlled on a centralized and independent basis, with daily monitoring of available funds, compliance with minimum liquidity levels, and contingency planning for high-stress situations.

Our policy for risk management and market liquidity, approved by the Board of Directors, is mainly aimed at ensuring the existence of standards, 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 the Treasury Department, based on the positions provided by the back-office controls positions, which provides liquidity information to our management and monitors compliance with established limits. The Integrated Risk Control Department is responsible for the methodology of 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.

Liquidity risk is monitored at meetings of the Treasury's and Management of Assets and Liabilities Executive Committee, which controls liquidity reserves and maturity and currency mismatches. Additionally, monitoring activity is also conducted by the Risk Management and Market Liquidity Executive Committee, the Integrated Risk and Capital Allocation Committee and the Board of Directors.

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Operational Risk

Operational risk is represented by the possibility of incurring losses arising from failures, deficiencies or the inadequacy of internal processes, people, systems and external events. This includes legal risk, associated with the activities carried out by the Organization.

 

Operational Risk Management Process

The operational risk process is carried out 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 the Organization activities, as well as those related to new products/services and their adequacy to procedures and controls;

·      Mapping and addressing records of operational losses to make up an internal data base;

·      Measuring, controlling and reporting increased operational losses by way of assessing the effectiveness of the mitigating measures of business areas/branches;

·      Assessing and calculating capital needs in connection with the operational risk; and

·      Preparing reports on the operational risk for the areas related to the management process, including the Committees and Senior Management.

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 the Organization’s 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 coordinates the Internal Control and Operational Risk Commission (“CIRO”). This Commission, reporting to the Executive Committee of Operational Risk (“CERO”), 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, and assess external data on operational losses by incorporating/adjusting processes and controls, if applicable.

CERO, in turn, is assisted by the Integrated Risk Control Department, and the relevant subjects are reported to the Audit Committee and subsequently the Integrated Risk Management and Capital Allocation Committee, which reports to the Board of Directors.

The governance process is approved by the Board of Directors and reviewed at least once a year.

 

Internal controls and compliance

The efficacy of Organization’s internal controls is supported by trained professionals, well-defined and implemented processes, as well as by technology compatible with business needs.

We highlight that the internal control methodology adopted by Bradesco is in line with the guidelines of the Committee of Sponsoring Organization of the Treadway Commission (“COSO”) 2013 version, the purpose of which is to provide a model for internal controls, and management of corporate and fraud risks, aimed at improving organizational supervision and performance.

The existence, enforcement and efficacy of controls that ensure acceptable risk levels in Organization’s processes are certified, 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 assurance with regard to appropriately carrying out business transactions and achieving defined objectives, in accordance with external laws and regulations, internal policies, rules and procedures, and applicable codes of conduct and self-regulation.

 

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Prevention of Money Laundering and Terrorism Financing

We maintain specific policies, principles, procedures and systems to prevent and/or detect the utilization of our structure, products and services for money laundering and terrorist financing purposes.

We have invested in training our employees with programs of varying formats, such as manuals, videos, live and remote courses and specific lectures for the areas in which training is required.

The Prevention of Money Laundering and Terrorism Financing Program is supported by the Prevention and Combat of Money Laundering and Terrorism Financing Executive Committee, which assesses efforts and the need to coordinate procedures with regulations defined by the regulating bodies and best domestic and international practices.

Any suspect or unusual cases identified are forwarded to the Committee on Assessment of Suspicious Transactions, composed of a number of areas, which assess the need for reporting to regulatory bodies.

 

Prevention and Fight against Corruption

We carry out procedures to prevent and fight any corruption acts on an ongoing and permanent basis. In 2014, we reinforced processes, procedures and training focused on the prevention and fight against corruption.

Our Board of Directors approved the Corporate Anti-Corruption Policy, which establishes guidelines for the prevention and fight against corruption, applicable to management and employees of the Group, comprising Bradesco and its controlled entities in Brazil and abroad.

The Board of Directors also established the Corporate Anti-Corruption Rule, with rules and procedures aimed at preventing and fighting corruption and bribes, in conformity with the legislation and regulations currently in force in Brazil and in the countries in which we have business units.

The Anti-Corruption Program is supported by the Code of Ethics and by the Corporate Anti-Corruption Policy, and the actions developed also comprise managing business partners, contracting products and services and raising awareness in employees and partners through remote and in-person training as well as internal and external communications, thus, providing an effective monitoring of risks and controls.

We also make available reporting channels in which any actions being construed as violations are subject to proper disciplinary measures, regardless of the hierarchy level involved, and without prejudice to any applicable legal penalties.

 

Independent Validation of Management and Measurement Models of Risk and Capital

We employ internal models to manage risks and capital, developed based on statistical, economic, financial, and mathematical theories or expertise by specialists, who support or work to structure critical topics and to provide conformity and agility to decisions.

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, we have an independent validation process, mainly focused on checking whether models operate in accordance with previously defined objectives and whether their results meet the uses for which they were intended. This validation is carried out by applying a strict evidence program, which addresses the adequacy aspects of the processes, governance and construction of models and their assumptions, with results being reported to managers, Internal Audit, the Internal Control and Compliance Committee and the Integrated Risk Management and Capital Allocation Committee.

 

Corporate security

The Corporate Security Department has as its main mission to prevent and correct fraud in the information and system security that supports the business through the creation, implementation and maintenance of rules, processes and technologies. It is also a focal point for issuing technical opinions, in connection with strategic security issues, in the implementation of products, services or processes of the group. Among the main "Corporate Security Global Vision" responsibilities, we highlight the following:

·      defining our “System for Data Security Management”, based on our “Corporate Policy for Information Security” and a set of guidelines and policies, dealing with the principles of confidentiality, integrity and availability. The objective is to protect our information assets and those of our customers. These activities are supplemented by awareness and training initiatives for employees and also by information security risk assessments in products, services and processes;

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·      our “Fraud-prevention and Electronic-channel Security” areas are tasked with managing processes to detect and mitigate risks in order to prevent any financial losses or adverse effects to our image. They monitor transactions on electronic service channels and track 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 inherent in 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, our Diretoria Executiva also 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."

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 shareholder´s 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$1.2 billion are required to be submitted to the Board of Directors for approval.

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Client Rating

As a % of Shareholders´ Equity

AA1

10

AA2

9

AA3

8

A1

7

A2

6

A3

5

B1

4

B2

3

B3

2

C1

1

C2

0.7

C3

0.5

D

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. 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 thousands

Loan with no bona fide guarantee

Loan with bona fide guarantee

Decision-making authority

 

 

Manager of very small branch (1)

up to 5

up to 10

Manager of small branch (2)

up to 10

up to 20

Manager of average branch (3)

up to 15

up to 30

Manager 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.

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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 thousands

Decision‑making authority

 

Credit department

up to 16,000

Credit director

up to 18,000

Executive credit committee (Daily Meeting)

up to 60,000

Executive credit committee (Plenary Meeting)

up to 2,000,000

Board of Directors

over 2,000,000

 

 

 

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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:

Total Risk Amount

R$ in thousands

Loan with no bona fide guarantee

Loan with bona fide guarantee

Decision‑making authority

 

 

Manager of very small branch (1)

up to 10

up to 60

Manager of small branch (2)

up to 20

up to 120

Manager of average branch (3)

up to 30

up to 240

Manager of large branch (4)

up to 50

up to 400

Manager 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 thousands

Decision‑making authority

 

Credit department

up to 16,000

Credit director

up to 18,000

Executive credit committee (Daily Meeting)

up to 60,000

Executive credit committee (Plenary Meeting)

up to 2,000,000

Board 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 relevant company, as well as considering the period in business and the monthly revenues;

·      in the "Empresas" (middle market) and "Corporate" 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.

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Deposit-taking activities

Our principal source of funding is deposits from Brazilian individuals and businesses. As of December 31, 2014, our total deposits were R$211.6 billion, representing 24.9% 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 thousands

2014

2014

2013

2012

From customers

 

 

 

 

Demand deposits

15.2%

32,086,299

39,633,427

37,684,247

Savings deposits

43.5%

92,154,815

80,717,805

69,041,721

Time deposits

40.5%

85,790,391

95,866,825

104,048,295

Deposits from banks

 

 

 

 

Demand deposits

0.4%

940,997

986,310

727,869

Interbank deposits

0.3%

641,205

963,855

382,474

Total

100.0%

211,613,707

218,168,222

211,884,606

 

Under monetary authority regulations, 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 20.0% of the amounts recorded under the following items: (a) time deposits; (b) leasing companies' CDIs; (c) currency exchange acceptance funds; (d) debentures; (e) securities issued by the bank itself; and (f) contracts assuming liabilities related to foreign transactions in excess of R$30.0 million. The amount required is collected in cash and we earn remuneration on the amount deposited at the SELIC rate, although the balance earning remuneration may not exceed the lesser of the following: (a) the amount required less deductions stipulated in rules issued by the Central Bank; and (b) the amount required multiplied by the following percentages: (i) 50.0% for the calculation and compliance period starting on August 4 and 15, 2014; (ii) 40.0% for the calculation and compliance periods starting on August 25 and September 5, 2014; and (iii) 100.0% for the calculation and compliance periods starting on August 10 and 21, 2015. These percentages and dates have been frequently changed by the Central Bank, and may be subject to further changes without prior notice.

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 on August 25, 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.

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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.

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$44.0 million, in the Central Bank on a non-interest-bearing basis. 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 is 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 Februrary 2015.

With the adjustments to the deposit requirement rules carried out in July 2014, the Central Bank was reduced, from R$6.0 billion to R$3.0 billion, the Tier I Capital of the institutions eligible for the financings granted under the provisions of Resolution No. 4,170/12 (which addresses the conditions required for granting financings subject 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 in reserves equivalent to 20.0% of the total average balance of our savings account deposits. The account bears interest annually at: (i) ““TR” plus interest of 6.2%; or (ii) Reference Rate (“TR”) plus 70.0% of the SELIC rate for funding carried out from May 4, 2012, when the SELIC rate is lower than 8.5% per annum.

According to Circular No. 3,655/13, we are required to deposit each week in an account with the Central Bank an additional amount corresponding to: (a) 11.0% of the average time deposits balance; and (b) 10.0% 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.

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% per annum.

There has not been a compulsory deposit requirement for foreign exchange short positions since 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 real estate financings, 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.

Demand deposits, deposits allowing withdrawal with prior notice, checking accounts providing investment opportunities, savings accounts deposits, term deposits with or without issue of certificates, mortgage notes, bills of exchange, mortgage notes and deposits in non-checking accounts used for recording and controlling the flow of funds referring to services from processing payments of salaries other payments, pension and other similar services are guaranteed, by the Credit Guarantee Fund, known as "FGC," (or “Fundo Garantidor de Créditos”) for up to R$250,000 per customer or deposit account, in the event of a bank being liquidated.

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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 thousands

2014

2013

2012

Funding Sources

 

 

 

Funding in the open market

219,359,890

185,055,358

175,646,854

Financial notes

54,961,063

35,208,325

28,220,510

Onlendings

43,779,544

40,863,996

36,075,056

Subordinated debt

35,821,666

35,885,003

34,851,714

Borrowings

15,218,591

15,230,854

8,111,101

Real estate credit notes

11,862,705

5,995,699

4,229,511

Agribusiness notes

8,570,579

4,371,017

3,894,203

Euronotes

6,276,614

8,412,859

10,761,614

Securities issued through securitization of payment orders

2,694,477

3,291,063

3,619,412

Mortgage notes

404,915

604,105

826,843

Structured Operations Certificates

260,046

-

-

Total

399,210,090

334,918,279

306,236,818

 

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, 2014, 2013 and 2012, funding in the open market accounted for 54.9%, 55.3% and 57.4%, respectively of our other funding sources. These amounts include securities attached to repurchase agreements mainly comprising Brazilian government securities and corporate debt securities. This type of operation is usually short-term and volatile in terms of volume since they are directly impacted by market liquidity.

In order to provide our customers with loans through onlending, including credit lines for import and export finance, we maintain credit relationships with various American, European, Asian and Latin American financial institutions.

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.

We issued financial notes, a product that was introduced to the market at the beginning of 2010, aimed at meeting demand for long-term finance. These transactions are for individuals and companies that prefer better returns to liquidity. 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.

 

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 total availability of services offered by the Bank.

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.

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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 Service Management certified.

We have intruder detection, antivirus and antispam systems designed to provide IT protection. Moreover, we continuously upgrade the security of our main software programs. We use web server digital certification and HSM 8000 cryptographic and ICSF coprocessor equipment. Periodic assessments of IT environments are made using specific tools for this purpose. Our safety tools monitor software, hardware and share information from stations and servers. In addition, we have a data loss prevention system, which was developed to guarantee protection to the Company’s data. 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.

 

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, 2014, publicly owned financial institutions held 46.3% of the National Financial System's assets, followed by private sector locally owned financial institutions (taking into consideration financial conglomerates) with a 37.2% share and foreign-controlled financial institutions, with a 16.5% share.

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).

As of December 31, 2014, according to Central Bank data, there were 171 financial conglomerates providing a wide range of services including: (i) 130 multiple banks; (ii) 22 commercial banks; (iii) 14 investment banks; (iv) 4 development banks; and (v) 1 savings bank (namely Caixa Econômica Federal). For further information on risks related to competition, see "Item 3.D. Risk Factors-Risks Relating to Bradesco and the Brazilian banking industry-The increasingly competitive environment in the Brazilian bank and insurance industries may negatively affect our business prospects."

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: (a) transfers of ownership control; (b) takeovers; (c) mergers; (d) business transfers; and (e) 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.

 

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.

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Leasing

In general, the Brazilian leasing market is dominated by companies affiliated with vehicle and equipment producers and large banks. We currently enjoy certain competitive advantages, as we have a larger service network than any of our private sector competitors.

 

Asset management

As of December 31, 2014, the asset management industry in Brazil managed funds worth R$2.7 trillion in shareholders´ equity according to ANBIMA. BRAM held a portion of R$348.5 billion, representing a growth of 14.0% as compared to the 12 previous months or 13.0% of market share. We are the leading institution as measured by the number of investment fund quotaholders with 2.8 million.

 

Insurance, pension plans and capitalization bonds

Insurance sector

As leader of the Brazilian insurance market, with a 24.0% market share as of November 30, 2014, Grupo Bradesco Seguros faces growing competition from several domestic and multinational companies in all branches of this sector.

Our principal competitors are Brasilprev, Itaú Unibanco Seguros S.A., Sul América Cia. Nacional de Seguros, Grupo Segurador Banco do Brasil, Mapfre, Porto Seguros Cia. de Seguros Gerais, Zurich, Santander and Caixa Seguros, which account for a combined total of approximately 53.0% of all premiums generated in the market, as reported by SUSEP, in November 2014.

In recent years, there has been a change in the insurance sector in Brazil, as foreign companies have begun to 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

The Brazilian government's monetary stabilization policies stimulated the pension plan sector and attracted new international players.

With 27.2% of total contributions in the sector (SUSEP – November 2014), Bradesco Vida e Previdência's main competitive advantages are: the brand “Bradesco”, our extensive branch network, our strategy and our record of being in the forefront of product innovation.

 

Capitalization bonds sector

Bradesco Capitalização holds a 24.7% market share in capitalization bonds income and 22.5% in terms of technical provisions, according to SUSEP (SUSEP – November 2014). Among the competitive factors in the sector, we highlight the offering of low-cost products with a higher number of prize drawings, security, financial stability, and brand recognition by customers.

 

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.

 

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Principal financial institutions

As of December 31, 2014, 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 143 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;

·      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" 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 is responsible 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 reserve 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 statements; 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.

 

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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;

-­     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 related party transactions do not apply to transactions entered into by financial institutions in the interbank market.

 

Capital adequacy and leverage

Brazilian financial institutions 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.”

Financial institutions, except for credit 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 consolidating such 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 that this instrument complies with the requirements of regulation in force.

Brazilian financial institutions are required to calculate their capital requirements on a consolidated basis with: (i) institutions that are part of their financial conglomerate up to December 31, 2017; as required by Central Bank Circular nº 3,726/14; and (ii) institutions that are part of their prudential conglomerate, beginning as of January 1, 2015.

The applicable regulation defines a prudential conglomerate as, among others, the following entities located in Brazil or abroad over which the institution has direct or indirect control: (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.

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Risk Weighting

Pursuant to Circular No. 3,644/13, 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.

In December 2014 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 the past three years. The prudential conglomerate concept, however, does not have a retroactive data base to supply such information. In order to overcome this obstacle, a transitional model for the calculation of operational risk was adopted in January 2015.

For more information on our capital ratio, see “Item 5.B - Liquidity and Capital Resources– Capital compliance - Basel III”.

 

Reserve requirements

The Central Bank periodically sets compulsory reserve and related requirements for Brazilian financial institutions. The Central Bank uses reserve requirements as a mechanism to control liquidity in the Brazilian Financial System.

Standards on compulsory deposits and additional reserve requirements are periodically altered by the Central Bank. For a summary of current requirements, see "Deposit-taking Activities."

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 100.0% of its exposure. Since July 2, 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, Brazilian financial institutions 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 regulatory capital (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 RC. Within that limit, repurchase operations involving private securities may not exceed five times the amount of the financial institution's RC. Limits on repurchase operations involving securities backed 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.

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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 in reais but 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.

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 in foreign exchange operations (i.e., in which the aggregate amount of foreign currency purchases exceeds sales) and short positions in foreign exchange operations (i.e., in which the aggregate amount of foreign currency purchases is less than sales) for banks authorized to operate in the foreign 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 on February 1, 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 2 business days; and (ii) cover details of underlying assets, values, currencies involved, terms, counterparties, means of settlement and parameters used.

In February 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 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.

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In the case of corporate borrowers, the nine categories that we use are as follows:

Rating

Our Classification

Bradesco Concept

AA

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.

 

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 Classification

E

Deficient

F

Bad

G

Critical

H

Uncollectible

 

A similar nine-category ranking system exists for transactions with individuals. We grade 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 provision for 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 RC, 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 Classification

15 to 30 days

B

31 to 60 days

C

61 to 90 days

D

91 to 120 days

E

121 to 150 days

F

151 to 180 days

G

More than 180 days

H

(1) These time periods are doubled in the case of loans with maturities in excess of 36 months.

 

 

 

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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.

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

0.5

B

1.0

C

3.0

D

10.0

E

30.0

F

50.0

G

70.0

    H (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.

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;

·      amounts of rescheduled, written-off and recovered loans;

·      loan portfolio diversification by the loan classification; and

·      non-performing 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.

 

Brazilian Clearing System – (Sistema de Pagamentos Brasileiro, or “SPB”)

The Brazilian Clearing System 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 Brazilian Clearing System 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.

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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 new rules to create mechanisms to identify and avoid liquidity risks, in accordance with certain procedures established by the Central Bank. Under these procedures, institutions are required to:

·      maintain and document criteria for measuring liquidity risks and risk management procedures;

·      analyze economic and financial data to evaluate the impact of different market scenarios on the institution's liquidity and cash flow;

·      prepare reports to enable the institution to monitor liquidity risks;

·      identify and evaluate mechanisms for unwinding positions that could threaten the institution economically or financially and for obtaining the resources necessary to carry out such unwinds;

·      adopt system controls and test them periodically;

·      promptly provide the institution's management information and analysis for any liquidity risk identified, including any conclusions or measures taken; and

·      develop contingency plans for handling liquidity crisis situations.

Financial institutions were positively affected by the restructuring of the Brazilian Clearing System. 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, and since March 2013, the amounts over R$1,000 are being processed by 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 Brazilian payment and clearing systems.

In October 2013, Law No. 12,685/13 was enacted providing for payment arrangements and payment institutions that are part of SPB. In November 2013, in order to regulate this law: (a) the CMN established guidelines for the regulation, surveillance and supervision of payment institutions and payment arrangements that are part of SPB; and (b) the Central Bank: (i) 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; (ii) 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 (iii) 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: (a) 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% in 2014 and increasing to 100% in 2019; and (b) it reviewed the definition of arrangements that may be considered an integral part of the SPB.

 

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.

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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 reserves 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 the Fundo 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 Brazilian financial institutions accepting deposits from customers.

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.

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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. Since 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.

According to CMN rules, the maximum value of the balance of such deposits is limited (with a maximum aggregate of R$5.0 billion by December 31, 2014 or R$ 3.0 billion as of January 1, 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 30 earning interest monthly at the SELIC rate; (b) the equivalent of twice the regulatory Tier I capital, calculated as of December 31, 2008, earning interest monthly at the SELIC rate as of May 1, 2009; and (c) the equivalent of the sum of balances in time deposits plus balances of bills of exchange held in the bank on June 30, 2008, earning interest monthly at the SELIC rate as of May 1, 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 31 of the previous year, adjusted by the SELIC rate: (i) 1,6 as of June 1, 2013; and (ii) 2 as of January 1, 2014.

Furthermore, the limit on taking time deposits with special FGC guarantees without fiduciary assignment has been reduced, in accordance with the following schedule: (i) 40.0% from January 1, 2013; (ii) 60.0% from January 1, 2014; (iii) 80.0% from January 1, 2015; and (iv) 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. Resolution no. 4,222/13 was changed on February 20, 2014. 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 Brazilian financial institutions only if they have specific authorization from the Brazilian 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. Any investment in common shares would depend on government authorization. In January 2012, the Central Bank authorized Bradesco to create an ADR program for its common shares in the U.S. market. Foreign interest in Bradesco's capital stock is currently limited to 30.0%.

 

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 through Central Bank Circular No. 3,461/09, as amended, financial institutions must:

·      keep up-to-date records regarding their customers;

·      maintain internal controls and records;

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·      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. 3,583/12 and No. 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 in Central Bank Circular 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. Circular 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 COAF (Controlling Council of Financial Activities), 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.

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. Additionally, the threshold for the simplified identification of prepaid accounts was also changed, from R$1,500.00 to R$5,000.00, and the list of information to be obtained and kept on individual customers upon the opening of payment accounts was also increased. 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.

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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.

 

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 SARB Instruction 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 as the principles of proportionality and relevance, respectively.

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 28, 2015, by the institutions required to implement the Internal Capital Adequacy Assessment Process (ICAAP), according to regulation in force; and (ii) until July 31, 2015, by other institutions.

In advance of Resolution No. 4,327/14, over the first half of 2013, Bradesco’s Sustainability and Corporate Planning areas commenced discussing the structure of a strategic plan focused on business and the definition of the main sustainability guidelines for the next five years. This process has involved the Diretoria Executiva and all areas of the group, and its main purpose is to establish a clear connection between the sustainability actions and the business, allowing for the diligent management of risks and opportunities.

 

Rotational requirements of independent accounting firm

Under Brazilian regulations, all financial institutions must:

·      be audited by an independent accounting firm; and

·      the specialist in charge, officer, manager or audit team supervisor must be 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.

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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 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 accounting practices adopted in Brazil (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 opinion of an independent auditing firm.

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 providing of these services does not affect the independence and objectivity required for external auditing services.

In May 2003, the CMN enacted new auditing regulations applicable to all Brazilian financial institutions; which were revised in November 2003, January and May 2004 and December 2005. 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 RC 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. 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 1, 2004. In October 2006, the CMN enacted stricter requirements to be followed by the members of the Audit Committee. In April 2014, the CMN changed certain rules related to audit committees in order to improve the composition and operation of such committees. These rules provided that up to one third of its members may exercise another single consecutive term of office, granting more independence to the Audit Committees of privately-held institutions. See "Item 16.D. Exemptions from the listing standards for Audit Committees."

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.

 

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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 all cases, 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 issued Instruction No. 409/04, which became effective in November 2004, and has been amended a number of times since then, consolidating all previous regulations applicable 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.

In December 2014, the CVM enacted Instruction No. 555/14, which will replace 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 for setting up funds without the need for executing an 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 will become effective on July 1, 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 non-financial institution; or (ii) a federal, state, or municipal entity; or (iii) another investment fund, except for equity funds;

·      more than 20.0% of their net assets in securities issued by the same financial institution (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 Federal 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 current regulation (Instruction No. 409/04), the qualified investor funds require a minimum investment of R$1 million per investor and are subject to concentration limitations per issuer or per type of asset as long as this is stated in their bylaws. Under the new regulation (Instruction No. 555/14), this privilege becomes eligible only for funds for professional investors.

In addition, CVM Instruction No. 409/04 states that funds may hold financial assets traded abroad in their portfolios as follows: (i) for foreign-debt funds and qualified investor funds that stipulate 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 changes 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.

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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 will become effective in July 1, 2015.

 

Regulation of brokers and dealers

Broker and dealer firms are part of the National Financial System 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 BM&FBOVESPA 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:

·      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;

·      acquire assets, including real estate properties, which are not for their own utilization; or

·      obtain loans from financial institutions, except for: (i) loans for the acquisition of goods for use in connection with the firm's corporate purpose; or (ii) loans for amounts not more than twice the firm's net assets.

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.

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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 by CNSP Resolution No. 226/10, as amended, 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 16, 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 31, 2012, whichever is earlier.

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.

CNSP Resolution No. 232/11 prohibited a local insurance or reinsurance company from transferring more than 20.0% of each policy premium to their foreign affiliates. This restriction does not apply to the guarantee business, nuclear risks and risks related to export credit, rural credit and domestic credit, which are subject to different legal requirements and regulations.

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 , 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, which maintained a large part of the prior rules. The main change was the definition of the capital installment amounts applicable to Supplementary Pension Plan Open Entities, 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.

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, SUSEP issued rules 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.

 

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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.

Open pension plans 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.

 

Taxation

IOF (Tax on Financial Transactions)

Tax on Financial Transactions (Imposto Sobre Operações Financeiras, or IOF) is a tax on loans and advances, foreign exchange transactions, insurance and trading in securities. The Minister of Finance sets the rate of the IOF subject to a 25.0% ceiling. Although the taxpayer is the one conducting the financial transaction subject to taxation, the tax is collected by the financial institution involved.

 

IOF on foreign exchange transactions

IOF may be levied on a variety of forex transactions, including the conversion of Brazilian currency into any foreign currency for the payment of dividends and repatriation of capital invested in our ADSs. The general IOF rate on forex transactions is 0.38%, but 0.0% on forex transactions of an interbank nature and for the payment of dividends and interest on equity to foreign investors.

An IOF zero rate is to be levied on the settlements of foreign exchange operations in connection with the inflow and outflow of funds in Brazil, related to resources funded by foreign loans and financings, without any restriction as to the funding date. However, since March 2011, the IOF rate was increased to 6% for foreign loans, depending on their payment dates. The minimum average payment period set forth in the rules has been changed several times since 2011. Accordingly, in the period from December 5, 2012 to June 4, 2014, the IOF rate was levied at 6.0% on settlements of foreign exchange operations in connection with the inflow of funds into Brazil, including those operations carried out by way of simultaneous operations related to foreign loans subject to registration with the Central Bank, raised directly or through the issuance of securities in the international market, with the minimum average period of 360 days. If the repayment term of the loan was higher than 360 days the IOF rate of these operations was reduced to 0.0%. As from July 4, 2014, this IOF rate at 6.0% started to be levied for settlement of foreign operations in connection with the inflow of foreign loans with minimum average periods of 180 days. If the payment period is longer than 180 days, the IOF rate will be reduced to 0.0%.

Since June 2013, the IOF rate of foreign exchange operations related to the flow of funds into the country, including through simultaneous operations carried out by foreign investors for investment in the Brazilian financial and capital markets is 0.0%.

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The following foreign exchange transactions are also subject to a 0.0% IOF rate:

·      definition of an initial or additional guarantee margin required by stock, futures and commodities exchanges;

·      transfers from and to abroad related to applications of investment funds in the international market, subject to the limits and conditions established by the CVM;

·      purchase of foreign currency by an institution authorized to operate in the foreign exchange market, simultaneously carried out with a sales operation, such simultaneous exchange transactions are mandatory under regulatory provisions;

·      settlement of simultaneous foreign exchange transactions, for the purpose of funds entering due to cancellation of depositary receipts, for investment in shares traded on exchange; and

·      inflow of income from the export of goods and services into Brazil.

In March 2011, Decree No. 7,454/11 increased the tax rate on currency exchange transactions from 2.38% to 6.38% for payments made by credit card administrators or commercial or multiple banks acting as card issuers, when such amounts arise from the purchase of goods and services abroad by their cardholders.

In December 2013, Decree no. 8,175/13 provided that the IOF rate is 6.38% on foreign exchange transactions settled beginning as of December 28, 2013: (i) intended to comply with obligations of administrators of cards with international use or of commercial or multiple banks, in the capacity of credit card or debit card issuers, deriving from withdrawals made abroad by its users; and (ii) acquisition of foreign currency in the form of traveler checks and loading of prepaid international card, intended to meet personal expenditures in international travels.

 

IOF on bonds or securities transactions

IOF tax may also be charged on transactions related to acquisition, granting, withdrawal, renegotiation or payment for settlement of securities. Maximum IOF rate in securities is 1.5% per day. IOF rate in transactions with securities is reduced to 0.0% in some cases, including in granting of shares that are admitted to negotiation in stock exchanges located in Brazil, for the specific purpose of backing issuances of depositary receipts traded abroad.

In September 2011, IOF was levied on transactions involving derivative contracts. The tax rate is 1.0% on the notional amount, adjusted in the acquisition, sale or maturity of financial derivative contracts entered into in Brazil that, individually, result in an increase of the sold foreign exchange exposure or reduction of the purchased foreign exchange exposure.

The legislation allows for some deductions from the calculation basis, such as: (i) the sum of the notional value adjusted by the acquisition, sale or maturity of financial derivative contracts entered into in Brazil, on the day, and that, individually, results in an increase of the purchased foreign exchange exposure or reduction of the sold foreign exchange exposure; (ii) the adjusted net foreign exchange exposure purchased, obtained on the previous business day; and (iii) the reduction of the net foreign exchange exposure sold and the increase of the net foreign exchange exposure purchased compared to the previous business day, not resulting from acquisitions, sales or maturities of financial derivatives contracts. Beginning on June 13, 2013, the tax on financial transactions (IOF) rate for these transactions is reduced to zero.

The legislation also establishes several specific concepts related to the levy of IOF on derivative contracts. One is the concept of "adjusted notional value," which corresponds to the reference value of the contract – notional value – multiplied by the price change of the derivative compared to the price change of foreign currency, noting that in the case of acquisition, sale or partial maturity, the adjusted notional amount will be calculated proportionately.

IOF on securities operations is also levied on transactions carried out in the fixed income market and at redemption of investment fund shares and investment club shares. IOF is levied on the redemption, granting or renegotiation value, limited to transaction earnings, based on the period. For more information on financial investment funds and equity funds, see "Regulation and Supervision – Asset management regulation." The rate of IOF payable in such cases is 1.0% per day and decreases with the duration of the transactions, reaching zero for transactions with maturities of at least 30 days, except that the rate is currently 0.0% for the following types of transactions:

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·      transactions carried out by financial institutions and other institutions authorized by the Central Bank as principals;

·      portfolio transactions carried out by mutual funds or investment clubs;

·      transactions in equity markets, including stock, futures and commodities exchanges and similar entities;

·      redemption of investment fund shares and investment club shares, so considered by income tax law;

·      certificates of agribusiness credit rights – CDCA, with Letter of Agribusiness Credit - LCA, and with Certificates of Agribusiness Receivables – CRA, established by Article 23 of Law No. 11,076/04;

·      debentures pursuant to Article 52 of Law No. 6,404/76, with Real Estate Receivables Certificates mentioned in Article 6 of Law No. 9,514/97, and with Financial Letters mentioned in Article 37 of Law No.12,249/10; and

·      trading of units of fixed-rate index funds on stock exchanges or organized over-the-counter markets.

 

IOF on loan transactions

IOF is levied on loan transactions where the taxable event is the delivery of the obligation amount or value, or the event of making it available to the interested party.

Rate applicable to loan transactions of any type, including credit opening is 0.0041% per day to legal entity borrowers and since January 22, 2015, 0.0082% to or individual borrowers.

This IOF rate will be charged on principal available to borrowers regarding 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 rate levied on 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 as aforementioned, 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, IOF rate calculation base is not the sum of outstanding debt balances, IOF shall not exceed 1.8765% which corresponds to the 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 and for individuals, it will not exceed a 3.373% rate.

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 tax on financial transactions (IOF) is not levied on loan transactions where the lender is located abroad and the borrower is in Brazil.

 

IOF on insurance transactions

IOF is levied on insurance transactions where the taxable event is the receipt of premium. Applicable rates are as follows:

·      0.0% on: (i) reinsurance transactions; (ii) transactions related to mandatory insurance, linked to residential real estate financing granted by an agent of the national housing system (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.

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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. Considering the above, the IRPJ is assessed at a combined rate of 25.0% of adjusted net income. Social contribution tax is calculated based on a general rate of 9.0% of adjusted net income. However, since May 2008, financial institutions and affiliated companies have been taxed at a rate of 15.0%. 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 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 profitson an annual basis.

In accordance with Law No. 12,973/14, income earned through a foreign associate is only taxable in Brazil upon effective availability, provided that the associate is not subject to certain tax regimes and conditions, such as sub-taxation regime and own active income higher than 80.0%, for example. Also in accordance with Law No. 12,973/14, the GAAP adjustments will be formalized through sub-accounts, with tax consolidation rules applicable up to the 2022, in which consolidation of a subsidiary’s results deriving from its own active income with the results of its controlling company in Brazil, provided that certain requirements are met.

Since payment of dividends is not tax deductible for the corporation distributing them, Brazilian legislation allows an alternative means of remunerating shareholders in the form of "interest on equity" which may be deducted from taxable income. This deduction is limited to the product of the pro rata die variation of the long-term interest rate announced by the Brazilian government, known as the "TJLP," times the corporation's equity calculated in accordance with BR GAAP and Article 9, paragraph 8 of Law No. 9,249/95, not exceeding:

·      50.0% of net income (before the above distribution and any deductions for income taxes) in accordance with BR GAAP for the year in respect of which the payment is made; or

·      50.0% of retained earnings, in accordance with BR GAAP, for the year prior to the year in which payment is made.

Distributions of interest on equity paid to holders of shares, including payments to the depositary bank in respect of shares underlying ADSs, are subject to Brazilian withholding tax at a rate of 15.0%, except for payments to: (i) persons exempt and immune from tax in Brazil or (ii) persons situated in tax havens in which case, payments are subject to income tax at a rate of 25.0%. For more information on the taxation of interest on equity, see "Item 10.E. Taxation-Brazilian tax considerations-Distributions of interest on equity."

Tax losses of Brazilian companies accrued in prior years may offset income from future years up to 30.0% of annual taxable income, with no time limit.

Gains realized by individual residents in Brazil on any disposition of common or preferred shares in Brazilian stock exchanges or similar markets are generally taxed at the following rates:

·      20.0% if the transaction is "day-trade" on a stock exchange; or

·      15.0% for all other transactions.

In addition, residents in Brazil who trade on equity markets, except for day-trades, are subject to a withholding income tax of 0.005% levied on certain amounts:

This taxation system was created in order to facilitate the Brazilian tax authority's supervision of transactions in the financial and capital markets. Withholding income taxes as mentioned above, is treated as advance of income tax due and may be: (i) deducted from income tax levied on net monthly gains; (ii) offset with tax due in subsequent months; (iii) offset in annual income tax declaration of adjustment (if there is withheld tax to be returned); or (iv) offset with the outstanding withholding income tax due on capital gains from the sale of shares.

Brazilian residents day-trading on stock, commodities or futures exchanges, or similar markets, are also subject to an additional withholding tax similar to the described above, at a rate of 1.0%.

Gains on disposition of shares in Brazil by investors who reside in a jurisdiction deemed to be a "tax haven" under Brazilian law (any country that: (i) does not charge income tax; (ii) charges income tax at a rate of less than 17.0%; or (iii) a country whose corporate law opposes confidentiality on ownership of corporate entities) are subject to the same rates applicable to resident holders in Brazil, as previously described.

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Form 20-F

Gains obtained on disposition of shares in Brazil by holders who are resident overseas, in a country that, according to Brazilian laws, is not deemed a tax haven, are not subject to Brazilian tax if:

·      amounts received directly from issuing companies and capital gain earned on sale of assets that backed BDRs, in case it is cancelled; or

·      the foreign investment in shares is registered with the Central Bank pursuant to CMN Resolution No. 4,373/14.

Otherwise, the same treatment afforded to residents in Brazil will be applicable.

There is a zero income tax rate on income from transactions involving Brazilian government bonds purchased as of February 2006, except those for which buyers enter into resell agreements under CMN rules and conditions. This zero income tax rate is also applicable to income of non-residents that invest in shares of investment funds exclusively for non-resident investors, if their portfolio is at least, 98.0% government bonds. This zero tax rate is not applicable if the beneficiary is resident or domiciled in a country deemed a tax haven.

The income tax rate is also zero, under certain conditions, on income from investments in private equity investment funds, investment funds in quotas of private equity investment funds and emerging markets investment funds if income is paid, credited, delivered or remitted to individual or collective beneficiaries resident or domiciled abroad (except tax havens), whose investments in Brazil are in compliance with CMN regulations and conditions. These funds must comply with CVM regulations on limits for portfolio composition, diversification and investment rules in order to benefit from the zero income tax rate.

Income of Brazilian residents from redemption, sale or amortization of shares in investment funds, private equity funds, funds of funds and emerging markets investment funds, including income resulting from liquidation of the fund, is subject to an income tax rate of 15.0% on the positive difference between redemption or sale value and acquisition cost.

In June 2010, legislation introduced thin capitalization rules, and limited deduction for interest paid or credited by a Brazilian company 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 Brazilian company making a payment, debt may not exceed the equivalent to twice such shareholders' interest in the total equity of the Brazilian company. In case of a related party with no shareholding interest, the limit will be equivalent to twice the total equity of the Brazilian 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 Brazilian company. 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: (i) may only be exercised in January of each calendar year; and (ii) 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 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.

88 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

Brazilian legislation authorizes certain adjustments to the calculation base of those taxes depending on the business segment and on other aspects.

Between 2002 (PIS) and 2003 (Cofins), the Brazilian 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 and until the end of June, 2015, PIS and COFINS rates are 0.0% for financial income earned by companies subject to the non-cumulative applicability of these taxes, including financial income arising from hedging operations. In April 2015, Decree Law No. 8,426/15 required that as from July 2015, these rates will return to 0.65% and 4.0%, respectively. However, since 2004, rates and levying of these contributions on income from interest on equity have not been changed and were maintained at 1.65% for PIS and 7.6% for COFINS.

 Certain economic activities are expressly excluded from the non-cumulative collection system of PIS and COFINS. Financial institutions remain subject to PIS and COFINS according to the "cumulative" method, which does not allow any credits to be discounted.

PIS is charged based on the total revenue generated by entities and is charged at a rate of 0.65% in the case of financial and similar institutions.

Before February 1999, we were not a COFINS taxpayer. In February 1999, COFINS was imposed on our gross revenues at a rate of 3.0%. After September 2003, this tax rate was increased to 4.0% for financial and similar institutions. The calculation base for COFINS is the same as that for PIS.

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.

 

Selected Statistical Information

Selected statistical data shown in this section as of and for the years ended December 31, 2014, 2013 and 2012 is derived from our audited consolidated financial statements prepared in accordance with IFRS, included elsewhere in this annual report. The data for the years ended December 31, 2011 and 2010, 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, 2014, 2013, and 2012) in conjunction with "Item 5. Operating and Financial Review and Prospects" and our consolidated financial statements in "Item 18. Financial Statements."

 

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Form 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 assets

December 31,

R$ in thousands, except %

2014

2013

2012

Average balance

Interest and similar income

Average yield/ interest

Average balance

Interest and similar income

Average yield/ interest

Average balance

Interest and similar income

Average yield/ interest

Interest‑earning assets

 

 

 

 

 

 

 

 

 

Financial assets held for trading

83,791,866

9,357,339

11.2%

80,909,973

7,872,493

9.7%

89,783,466

7,816,181

8.7%

Financial assets available for sale

84,494,315

9,537,105

11.3%

79,895,464

7,740,512

9.7%

66,875,502

6,434,573

9.6%

Investments held to maturity

24,024,810

2,870,674

11.9%

3,791,552

603,768

15.9%

3,657,763

589,835

16.1%

Assets pledged as collateral

130,319,525

13,953,796

10.7%

112,404,700

12,770,916

11.4%

94,667,517

9,090,234

9.6%

Loans and advances to banks

76,830,557

8,709,828

11.3%

104,232,013

8,899,967

8.5%

78,977,399

6,791,429

8.6%

Loans and advances to customers

317,455,318

55,140,405

17.4%

289,336,399

49,645,420

17.2%

262,228,228

48,463,833

18.5%

Central Bank compulsory deposits

47,038,434

4,277,351

9.1%

42,757,972

3,110,877

7.3%

48,722,266

3,808,229

7.8%

Other assets

605,011

46,598

7.7%

575,113

38,671

6.7%

546,918

37,540

6.9%

Total interest‑earning assets

764,559,836

103,893,096

13.6%

713,903,186

90,682,624

12.7%

645,459,059

83,031,854

12.9%

*

 

 

 

 

 

 

 

 

 

Non‑interest‑earning assets

 

 

 

 

 

 

 

 

 

Cash and balances with banks

11,795,512

-

-

11,969,749

-

-

14,620,739

-

-

Central Bank compulsory deposits

6,203,757

-

-

6,719,354

-

-

8,618,901

-

-

Financial assets available for sale (shares)

5,403,709

-

-

6,849,306

-

-

7,690,050

-

-

Non‑performing loans and advances to customers (1)

13,733,170

-

-

11,273,935

-

-

10,588,578

-

-

Impairment of loans and advances

(21,602,532)

-

-

(21,305,397)

-

-

(20,501,971)

-

-

Investments in associated companies and joint ventures

3,519,890

-

-

2,855,127

-

-

2,635,972

-

-

Property and equipment, net of accumulated depreciation

4,441,468

-

-

4,323,084

-

-

4,348,807

-

-

Intangible assets and goodwill, net of accumulated amortization

7,872,367

-

-

8,155,015

-

-

8,562,449

-

-

Current and deferred income tax

35,008,119

-

-

32,488,983

-

-

27,815,418

-

-

Other assets

41,402,123

-

-

42,512,399

-

-

39,255,038

-

-

Total non‑interest‑earning assets

107,777,583

-

-

105,841,555

-

-

103,633,981

-

-

*

*

*

*

*

*

*

*

*

*

Total assets

872,337,419

103,893,096

11.9%

819,744,741

90,682,624

11.1%

749,093,040

83,031,854

11.1%

(1) Overdue by more than 60 days.

                 

 

 

90 Form 20-F – December 2014


 
 

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Form 20-F

Interest-bearing liabilities

 

December 31,

R$ in thousands, except %

2014

2013

2012

Average balance

Interest and similar expense

Average yield/ interest

Average balance

Interest and similar expense

Average yield/ interest

Average balance

Interest and similar expense

Average yield/ interest

Interest‑bearing liabilities

 

 

 

 

 

 

 

 

 

Interbank deposits

695,132

86,232

12.4%

671,404

63,268

9.4%

471,502

48,529

10.3%

Savings deposits

84,921,694

5,440,263

6.4%

73,307,137

4,112,323

5.6%

62,758,934

3,623,935

5.8%

Time deposits

91,990,788

6,441,317

7.0%

99,565,994

5,828,956

5.9%

117,960,891

7,555,947

6.4%

Funding in the open market

192,967,597

19,161,452

9.9%

182,981,063

16,671,777

9.1%

152,443,947

11,758,260

7.7%

Borrowings and onlendings

56,123,972

1,821,103

3.2%

49,273,352

1,937,991

3.9%

47,408,499

2,349,470

5.0%

Funds from securities issued

69,849,843

6,689,844

9.6%

52,476,783

3,646,584

6.9%

50,848,755

3,439,688

6.8%

Subordinated debt

35,826,626

3,787,060

10.6%

35,560,706

3,132,915

8.8%

32,278,136

2,884,331

8.9%

Insurance technical provisions and pension plans

136,308,516

10,420,058

7.6%

125,179,124

5,988,328

4.8%

107,519,858

7,985,971

7.4%

Total interest-bearing liabilities

668,684,168

53,847,329

8.1%

619,015,563

41,382,142

6.7%

571,690,522

39,646,131

6.9%

*

 

 

 

 

 

 

 

 

 

Non-interest-bearing liabilities

 

 

 

 

 

 

 

 

 

Demand deposits

35,138,920

-

-

36,876,193

-

-

33,138,109

-

-

Other non‑interest‑bearing liabilities

91,429,077

-

-

95,039,096

-

-

81,203,950

-

-

Total non‑interest‑bearing liabilities

126,567,997

-

-

131,915,289

-

-

114,342,059

-

-

*

 

 

 

 

 

 

 

 

 

Total liabilities

795,252,165

53,847,329

6.8%

750,930,852

41,382,142

5.5%

686,032,581

39,646,131

5.8%

*

 

 

 

 

 

 

 

 

 

Equity attributable to controlling shareholders

76,574,415

-

-

68,216,774

-

-

62,463,588

-

-

Non-controlling interest

510,839

-

-

597,115

-

-

596,871

-

-

Total liabilities and equity

872,337,419

53,847,329

6.2%

819,744,741

41,382,142

5.0%

749,093,040

39,646,131

5.3%

 

 

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Form 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 evaluation 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.

December 31,

R$ in thousands

2014/2013

2013/2012

Increase/(decrease) due to changes in

Average
volume

Average yield/rate

Net change

Average
volume

Average yield/rate

Net change

Interest‑earning assets

 

 

 

 

 

 

Financial assets held for trading

288,454

1,196,391

1,484,845

(813,984)

870,297

56,313

Financial assets available for sale

464,565

1,332,028

1,796,593

1,261,115

44,824

1,305,939

Investments held to maturity

2,453,574

(186,668)

2,266,906

21,373

(7,440)

13,933

Assets pledged as collateral

1,949,309

(766,429)

1,182,880

1,860,942

1,819,740

3,680,682

Loans and advances to banks

(2,680,978)

2,490,839

(190,139)

2,156,723

(48,185)

2,108,538

Loans and advances to customers

4,877,444

617,541

5,494,985

4,798,089

(3,616,502)

1,181,587

Central Bank compulsory deposits

333,685

832,789

1,166,474

(445,577)

(251,775)

(697,352)

Other assets

2,087

5,840

7,927

1,907

(776)

1,131

Total interest‑earning assets

7,688,140

5,522,331

13,210,471

8,840,588

(1,189,817)

7,650,771

*

 

 

 

 

 

 

Interest‑bearing liabilities

 

 

 

 

 

 

Interbank deposits

2,307

20,657

22,964

19,126

(4,387)

14,739

Savings deposits

700,331

627,609

1,327,940

594,244

(105,856)

488,388

Time deposits

(467,788)

1,080,149

612,361

(1,112,949)

(614,042)

(1,726,991)

Funding in the open market

940,788

1,548,887

2,489,675

2,579,504

2,334,013

4,913,517

Borrowings and onlendings

248,568

(365,456)

(116,888)

89,365

(500,844)

(411,479)

Funds from securities issued

1,420,379

1,622,881

3,043,260

111,750

95,146

206,896

Subordinated debt

23,597

630,548

654,145

289,698

(41,114)

248,584

Insurance technical provisions and pension plans

573,617

3,858,113

4,431,730

1,164,226

(3,161,869)

(1,997,643)

Total interest‑bearing liabilities

3,441,799

9,023,388

12,465,187

3,734,964

(1,998,953)

1,736,011

 

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:

 

December 31,

R$ in thousands, except %

2014

2013

2012

Average balance of interest‑earning assets

764,559,836

713,903,186

645,459,059

Average balance of interest‑bearing liabilities

668,684,168

619,015,563

571,690,522

Net interest income (1)

50,045,767

49,300,483

43,385,723

*

 

 

 

Interest rate on the average balance of interest‑earning assets

13.6%

12.7%

12.9%

Interest rate on the average balance of interest‑bearing liabilities

8.1%

6.7%

6.9%

Net yield on interest‑earning assets (2)

5.5%

6.0%

5.9%

*

 

 

 

Net interest margin (3)

6.5%

6.9%

6.7%

(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.

 

 

92 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

Return on equity and assets

The following table shows selected financial indices for the periods indicated: 

December 31,

R$ in thousands, except % and per share information

2014

2013

2012

Net income attributable to controlling shareholders

15,314,943

12,395,920

11,291,570

Average total assets

872,337,419

819,744,741

749,093,040

Average equity attributable to controlling shareholders

76,574,415

68,216,774

62,463,588

Net income attributable to controlling shareholders as a percentage of average total assets

1.8%

1.5%

1.5%

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

20.0%

18.2%

18.1%

Equity attributable to controlling shareholders as a percentage of average total assets

8.8%

8.3%

8.3%

Dividends payout ratio per class of shares (1)

33.0%

33.0%

35.0%

(1) Total declared dividends per share (including interest on equity) divided by net income attributable to controlling shareholders.

 

Financial assets held for trading, available for sale, investments held to maturity and 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 sale and investments held to maturity see Notes 2(e), 20, 21 and 22 to our consolidated financial statements included in "Item 18. Financial Statements."

December 31,

R$ in thousands, except %

2014

2013

2012

Financial assets held for trading

 

 

 

Brazilian government securities

35,014,906

46,847,468

46,014,522

Corporate debt and marketable equity securities

10,332,717

17,886,442

36,221,243

Bank debt securities

15,905,309

20,187,824

18,485,686

Mutual funds

12,336,964

8,426,678

7,650,252

Derivative financial instruments

4,421,457

2,509,028

3,222,631

Foreign government securities

68,397

235,083

244,168

Brazilian sovereign bonds

418,561

-

-

Total financial assets held for trading

78,498,311

96,092,523

111,838,502

Financial assets held for trading as a percentage of total assets

8.4%

11.5%

14.0%

*

 

 

 

Financial assets available for sale

 

 

 

Brazilian government securities

70,149,037

28,985,685

63,965,466

Corporate debt securities

41,366,773

31,058,356

10,895,299

Marketable equity securities

5,829,244

5,880,497

5,524,668

Bank debt securities

3,354,779

1,849,287

862,921

Brazilian sovereign bonds

261,901

64,586

273,776

Total financial assets available for sale

120,961,734

67,838,411

81,522,130

Financial assets available for sale as a percentage of total assets

13.0%

8.1%

10.2%

*

 

 

 

Investments held to maturity

 

 

 

Brazilian government securities

25,032,157

23,029,469

3,659,576

Brazilian sovereign bonds

38,874

39,557

56,097

Total investments held to maturity

25,071,031

23,069,026

3,715,673

Investments held to maturity as a percentage of total assets

2.7%

2.8%

0.5%

 

 

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Table of Contents

Form 20-F

The following table shows our assets pledged as collateral as of the dates indicated. For additional information about our assets pledged as collateral, see Note 23 to our consolidated financial statements included in "Item 18. Financial Statements."

December 31,

in thousands of R$, except percentages

2014

2013

2012

Financial assets held for trading

 

 

 

Brazilian government securities

1,257,413

2,924,653

8,609,468

Total of financial assets held for trading

1,257,413

2,924,653

8,609,468

Financial assets held for trading as a percentage of total assets

0.1%

0.3%

1.1%

*

 

   

 

Financial assets available for sale

 

 

 

Brazilian government securities

7,095,516

44,667,819

19,308,061

Brazilian sovereign bonds

-

-

149,284

Corporate debt securities

3,661,955

1,939,437

3,431,710

Bank debt securities

3,858,993

453,231

454,320

Total of financial assets available for sale

14,616,464

47,060,487

23,343,375

Financial assets available for sale as a percentage of total assets

1.6%

5.6%

2.9%

*

 

   

   

Investments held to maturity

 

 

 

Brazilian sovereign bonds

-

4,360

267,421

Total of investments held to maturity

-

4,360

267,421

Investments held to maturity as a percentage of total assets

-

-

-

*

 

 

 

Loans and advances to banks

 

 

 

Interbank investments

136,738,812

67,750,725

73,913,035

Total of Loans and advances to banks

136,738,812

67,750,725

73,913,035

Loans and advances to banks as a percentage of total assets

14.7%

8.1%

9.2%

*

 

 

 

Total assets pledged as collateral

152,612,689

117,740,225

106,133,299

Assets pledged as collateral as a % of total assets

16.4%

14.0%

13.3%

 

 

94 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

Maturity distribution

The following table shows maturity dates and weighted average yield as of December 31, 2014, for our securities received under resale agreements, financial assets held for trading, financial assets available for sale and investments held to maturity.

December 31, 2014

in thousands of R$, except percentages

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

Total

Average balance

Average yield

Average balance

Average yield

Average balance

Average yield

Average balance

Average yield

Average balance

Average yield

Average balance

Average yield

Financial assets held for trading

 

 

 

 

 

 

 

 

 

 

 

 

Brazilian government securities

17,563,056

11.1%

10,353,740

11.1%

6,375,532

10.4%

722,578

11.1%

-

-

35,014,906

11.0%

Foreign government securities

68,397

9.6%

-

-

-

-

-

-

-

-

68,397

9.6%

Corporate debt and marketable equity securities (1)

1,631,794

6.1%

4,589,305

5.4%

1,757,313

6.6%

380,634

6.6%

1,973,671

-

10,332,717

5.9%

Bank debt securities

5,118,914

7.8%

10,553,008

7.2%

204,270

7.2%

29,117

5.0%

-

-

15,905,309

7.4%

Mutual funds (2)

-

-

-

-

-

-

-

-

12,336,964

-

12,336,964

-

Derivative financial instruments

2,289,083

-

1,743,667

-

386,975

-

1,732

-

-

-

4,421,457

-

Brazilian sovereign bonds

8,259

7.9%

152,142

6.0%

19,875

2.9%

238,285

11.0%

-

-

418,561

8.7%

Total financial assets held for trading

26,679,503

-

27,391,862

-

8,743,965

-

1,372,346

-

14,310,635

-

78,498,311

-

*

   

 

   

 

   

 

   

 

   

 

  

  

Financial assets available for sale

 

 

 

 

 

 

 

 

 

 

 

 

Brazilian government securities

47,664,134

11.1%

8,754,473

10.9%

5,869,031

7.2%

7,861,399

7.7%

-

-

70,149,037

10.4%

Brazilian sovereign bonds

-

-

13,629

8.9%

-

-

248,272

13.3%

-

-

261,901

13.1%

Corporate debt securities

3,379,597

10.6%

10,725,511

8.3%

18,312,863

7.9%

8,948,802

9.7%

-

-

41,366,773

8.6%

Bank debt securities

1,479,479

4.4%

998,188

7.9%

876,123

6.2%

989

9.0%

-

-

3,354,779

5.9%

Marketable equity securities (2)

-

-

-

-

-

-

-

-

5,829,244

-

5,829,244

-

Total financial assets available for sale

52,523,210

-

20,491,801

-

25,058,017

-

17,059,462

-

5,829,244

-

120,961,734

-

*

   

 

   

 

   

 

   

 

   

 

   

 

Investments held to maturity

 

 

 

 

 

 

 

 

 

 

 

 

Brazilian government securities

251,847

11.1%

2,918,924

15.9%

6,521,620

15.4%

15,339,766

15.7%

-

-

25,032,157

15.6%

Brazilian sovereign bonds

-

-

38,874

8.9%

-

-

-

-

-

-

38,874

8.9%

Total investments held to maturity

251,847

-

2,957,798

-

6,521,620

-

15,339,766

-

-

-

25,071,031

-

*

   

 

   

 

   

   

   

 

  

  

     

    

Overall Total

79,454,560

-

50,841,461

-

40,323,602

-

33,771,574

-

20,139,879

-

224,531,076

-

(1) For no stated maturity, it 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.

 

 

95 Bradesco


 
 

Table of Contents

Form 20-F

The following table shows maturity dates and weighted average yield as of December 31, 2014, for our assets pledged as collateral.

December 31, 2014

in thousands of R$, except percentages

Due in 1 year or less

Due after 1 year to 5 years

Due after 5 years to 10 years

Due after 10 years

Total

Average balance

Average yield

Average balance

Average yield

Average balance

Average yield

Average balance

Average yield

Average balance

Average yield

Financial assets held for trading

 

 

 

 

 

 

 

 

 

 

Brazilian government securities

7,945

10.2%

1,023,778

9.9%

221,354

8.1%

4,336

6.9%

1,257,413

8.8%

Total of financial assets held for trading

7,945

-

1,023,778

-

221,354

-

4,336

-

1,257,413

-

*

   

 

  

  

  

  

  

  

  

 

Financial assets available for sale

 

 

 

 

 

 

 

 

 

 

Brazilian government securities

2,589

10.3%

3,658,325

9.3%

3,434,602

8.1%

-

-

7,095,516

9.3%

Corporate debt securities

-

-

2,618,111

7.0%

1,043,844

6.6%

-

-

3,661,955

6.8%

Bank debt securities

-

-

1,253,853

6.7%

2,605,140

6.7%

-

-

3,858,993

6.7%

Total of financial assets available for sale

2,589

-

7,530,289

-

7,083,586

-

-

-

14,616,464

-

*

   

   

   

   

   

 

   

 

  

 

Loans and advances to banks

 

 

 

 

 

 

 

 

 

 

Interbank investments

136,738,812

11.1%

-

-

-

-

-

-

136,738,812

11.1%

Total of loans and advances to banks

136,738,812

-

-

-

-

-

-

-

136,738,812

-

*

   

   

   

   

  

  

  

  

  

 

Overall Total

136,749,346

-

8,554,067

-

7,304,940

-

4,336

-

152,612,689

-

 

 

96 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

The following table shows our financial assets held for trading, financial assets available for sale and investments held to maturity as of the dates indicated:

 

In thousands of R$

At fair value

Amortized cost

Total

Financial assets held for trading

Financial assets available for sale

Investments held to maturity

December 31, 2014

 

 

 

 

Indexed to reais

76,459,925

117,176,241

25,032,157

218,668,323

Denominated in foreign currency (1)

2,038,386

3,785,493

38,874

5,862,753

*

   

  

  

  

December 31, 2013

 

 

 

 

Indexed to reais

95,269,738

60,435,790

23,023,353

178,728,881

Denominated in foreign currency (1)

822,785

7,402,621

45,673

8,271,079

*

  

 

 

  

December 31, 2012

 

 

 

 

Indexed to reais

111,489,760

76,095,967

3,659,576

191,245,303

Denominated in foreign currency (1)

348,742

5,426,163

56,097

5,831,002

(1) Predominantly U.S. dollars.

 

The following table shows our assets pledged as collateral by currency as of the dates indicated:

 

R$ in thousands

At fair value

Amortized cost

Total

Financial assets held for trading

Financial assets available for sale

Loans and advances to banks

Investments held to maturity

December 31, 2014

 

 

 

 

 

Indexed to reais

1,257,413

7,095,516

136,738,812

-

145,091,741

Denominated in foreign currency (1)

-

7,520,948

-

-

7,520,948

*

 

 

 

 

 

December 31, 2013

 

 

 

 

 

Indexed to reais

2,924,653

44,667,818

67,750,725

-

115,343,196

Denominated in foreign currency (1)

-

2,392,669

-

4,360

2,397,029

*

 

 

 

 

 

December 31, 2012

 

 

 

 

 

Indexed to reais

8,609,468

19,308,061

73,913,035

-

101,830,564

Denominated in foreign currency (1)

-

4,035,314

-

267,421

4,302,735

(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 thousands

2014

2013

2012

2011

2010

Type of loans and advances to customers

 

 

 

 

 

Working capital

62,155,974

59,180,627

53,298,176

49,461,882

39,996,835

Personal credit

45,807,489

41,922,683

32,240,786

24,374,640

20,368,434

BNDES/Finame onlendings

42,168,754

40,543,267

35,703,861

35,398,656

29,554,340

Vehicles - Direct Consumer Financing (CDC)

30,354,903

32,209,642

33,820,338

30,651,218

25,193,370

Housing loans

40,103,169

27,870,462

22,302,967

15,930,568

10,186,535

Export financing

26,141,531

25,662,214

22,665,551

20,504,778

16,659,872

Credit cards

28,072,447

25,473,079

22,367,978

19,776,579

18,474,095

Rural loans

17,057,992

13,651,917

11,580,061

11,036,251

10,179,753

Guaranteed account

10,500,353

10,422,370

9,800,968

9,671,487

9,042,191

Import financing

9,195,381

8,598,811

6,580,312

5,072,822

3,834,498

Leasing

4,319,148

5,713,481

8,035,454

11,550,838

16,365,943

Insurance premiums receivable

4,257,787

3,717,227

2,893,506

2,472,923

2,048,186

Overdraft facilities

3,665,539

3,312,666

2,988,632

2,745,695

3,207,207

Others

25,396,213

25,701,122

24,657,024

24,154,584

20,524,659

Total portfolio

349,196,681

323,979,568

288,935,614

262,802,921

225,635,918

*

 

 

 

 

 

Impairment of loans and advances

(21,132,677)

(19,858,234)

(19,914,294)

(17,551,042)

(15,355,736)

*

 

 

 

 

 

Net loans and advances to customers

328,064,004

304,121,334

269,021,320

245,251,879

210,280,182

 

 

 

97 Bradesco


 
 

Table of Contents

Form 20-F

 

The types of loans and advances presented are as follows:

Working capital – line of credit to meet company cash requirements, finance operational cycle and honor commitments such as purchases of raw materials, goods, and other items;

BNDES/FINAME onlendingsBNDES 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 for the purchase of new and used vehicles;

Personal loans – credit for individuals;

Credit card credit line by way of previously approved limits for acquisition of goods or services;

Export financing advances on exchange contracts to customers, 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, and operations structured by our units abroad;

Leasing – leasing contracts consist primarily of leases of equipment and automobiles to both corporate and individual borrowers;

Housing loans – loans to acquire real estate that are usually long-term and mortgage loans to construction companies;

Rural credit line of credit for farmers and agricultural cooperatives, funds to cover current costs, investment and marketing of agricultural products; and

Impairment of loans and advances – impairment of loans and advances represent management’s 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.

Our criteria for segmenting clients for individual credit analysis purposes include those with transactions involving R$30.0 million or more, which is aligned with our evidence-based credit risk management process.

After this initial classification, customers are assessed as to whether one or more events indicate objective evidence of impairment. As sometimes it may not be possible to identify a specific event that caused impairment, in which case the combined effect of several events is noted. In addition, loss events may be specific, i.e. referring to only one customer, such as the delay in making contractual payments, a debt rescheduling or insolvency event; or they may be collective events affecting a larger group of assets in view, for example, of interest rates or exchange rates, or falling activity affecting one or more sectors of the economy.

For individually significant customers showing specific objective evidence, impairment is estimated individually in light of expected future cash flows, including cash flows of collateral attached to the transactions.

For customers that are not individually significant and show specific objective evidence, impairment will be estimated according to historic loss experience based on information that is observable on the current date, so as to reflect effects according to our internal models.

Customers not showing specific objective evidence of impairment, both individually significant and individually non-significant, are collectively assessed using our internal models based on collective parameters for observed losses and macroeconomic parameters for economic activity and delinquency.

Models used for collective assessment take into consideration Probability of Default, Loss Given Default, as well as the Loss Identification Period factor.

Probability of Default (PD): states the probability of perceived default by the organization for the customer using an internal model. This risk parameter varies depending on the segment it belongs to: retail models are quantitative, while wholesale models are quantitative and qualitative (judgmental).

Loss Given Default (LGD): refers to the percentage effectively lost after recovery attempts from breach of contract.

Loss Identification Period (LIP): period between the occurrence of event of loss in groups of significant and non-significant financial assets, which are collectively assessed, and its identification by the institution, as impairment.

 

98 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

Charge-offs on loans and advances to customers

Loans and advances are charged-off against the impairment when the loan is considered uncollectible or is considered permanently impaired. Loans and advances are 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."

 

Credit approval process

For a description of our credit approval process, see "Credit Policy."

 

Indexation

The majority of our portfolio of loans and advances is denominated in reais. 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 of onlending of Eurobonds and export and import financing, and represented 10.6% in 2014, 10.2% in 2013 and 9.2% in 2012 of our portfolio of loans and advances. In many cases our customers hold derivative instruments to minimize exchange rate variation risk.

 

 

99 Bradesco


 
 

Table of Contents

Form 20-F

Maturities and interest rates of loans and advances to customers

The following tables show the distribution of maturities of our loans and advances to customers by type, as well as the composition of our loans and advances to customers’ portfolio by interest rate and maturity, as of the dates indicated:

As of December 31, 2014

R$ in thousands

Due 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

Total

Type of loans and advances to customers

 

 

 

 

 

 

 

 

 

 

Working capital

5,479,254

4,837,898

3,076,666

8,032,822

12,566,411

25,991,681

2,171,242

62,155,974

(2,512,775)

59,643,199

Personal credit

3,384,853

2,709,153

2,149,955

5,548,652

8,276,639

21,621,845

2,116,392

45,807,489

(2,877,236)

42,930,253

BNDES/Finame onlendings

1,640,095

1,055,203

1,050,930

3,343,847

6,336,954

28,674,452

67,273

42,168,754

(1,070,517)

41,098,237

Vehicles - Direct Consumer Financing (CDC)

1,675,735

1,634,243

1,462,471

4,070,269

6,742,605

13,365,476

1,404,104

30,354,903

(1,892,497)

28,462,406

Housing loans

170,149

173,515

160,861

633,582

1,791,263

36,787,551

386,248

40,103,169

(1,047,221)

39,055,948

Export financing

1,129,642

1,118,504

1,504,578

3,321,039

2,402,980

16,415,041

249,747

26,141,531

(616,625)

25,524,906

Credit cards

-

-

-

-

-

-

28,072,447

28,072,447

(3,405,529)

24,666,918

Rural loans

555,725

1,051,988

580,076

2,623,686

7,891,692

4,106,418

248,407

17,057,992

(427,932)

16,630,060

Guaranteed account

2,527,824

2,486,848

2,342,526

2,413,594

465,979

8,407

255,175

10,500,353

(241,252)

10,259,101

Import financing

1,130,113

1,069,408

838,402

1,946,631

2,208,763

1,991,709

10,355

9,195,381

(45,570)

9,149,811

Leasing

241,323

236,053

196,659

560,831

892,598

2,070,414

121,271

4,319,149

(294,371)

4,024,778

Insurance premiums receivable

4,102,905

-

-

-

-

154,882

-

4,257,787

(200,768)

4,057,019

Overdraft facilities

1,178,066

813,693

530,870

139,004

233,109

12,935

757,862

3,665,539

(493,240)

3,172,299

Others

7,240,022

3,465,485

2,023,244

2,311,670

1,551,101

4,719,869

4,084,822

25,396,213

(6,007,144)

19,389,069

Total loans and advances to customers

30,455,706

20,651,991

15,917,238

34,945,627

51,360,094

155,920,680

39,945,345

349,196,681

(21,132,677)

328,064,004

(1) Primarily composed of non-performing loans and advances to customers over 60 days, excluding credit cards operations.

 

As of December 31, 2014

R$ in thousands

Due 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, gross

Types of loans and advances to customer by maturity

 

 

 

 

 

 

 

 

Fixed rates

28,027,004

18,114,894

13,050,316

28,178,214

41,237,735

83,834,032

39,415,213

251,857,408

Floating rates

2,428,702

2,537,097

2,866,922

6,767,413

10,122,359

72,086,648

530,132

97,339,273

Total

30,455,706

20,651,991

15,917,238

34,945,627

51,360,094

155,920,680

39,945,345

349,196,681

 

 

100 Form 20-F – December 2014


 
 

Table of Contents

Form 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. 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.

 

Loans and advances to customers by economic activity

The following table summarizes our loans and advances to customers by borrowers' economic activity, as of the dates indicated.

As of December 31,

R$ in thousands, except %

2014

2013

2012

Loans 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 portfolio

Public sector

6,849,002

 

2,188,831

 

423,180

 

Federal Government

6,828,851

 

2,148,497

 

260,544

 

Petrochemicals

6,828,851

2.0%

2,148,497

0.7%

260,544

0.1%

State Government

20,151

 

40,334

 

162,636

 

Production and distribution of electricity

20,151

0.0%

40,334

0.0%

162,636

0.1%

*

  

 

  

 

  

 

Private sector

342,347,679

 

321,790,737

 

288,512,434

 

Manufacturing

56,651,087

 

58,245,854

 

54,187,104

 

Food and beverages

13,640,472

3.9%

13,195,437

4.1%

12,675,722

4.4%

Steel, metallurgy and mechanics

10,092,318

2.9%

11,378,577

3.5%

9,319,624

3.2%

Chemicals

4,522,057

1.3%

4,484,287

1.4%

4,667,812

1.6%

Pulp and paper

3,886,236

1.1%

3,624,721

1.1%

4,104,273

1.4%

Textile and clothing

3,138,214

0.9%

3,203,296

1.0%

3,118,933

1.1%

Oil refining and production of alcohol

1,816,990

0.5%

2,732,785

0.8%

3,915,587

1.4%

Rubber and plastic articles

2,810,322

0.8%

2,876,366

0.9%

2,630,216

0.9%

Extraction of metallic and non-metallic minerals

1,166,969

0.3%

1,707,413

0.5%

1,691,074

0.6%

Light and heavy vehicles

5,353,212

1.5%

4,630,370

1.4%

2,994,134

1.0%

Furniture and wood products

2,205,048

0.6%

2,332,805

0.7%

2,100,539

0.7%

Electro and electronic products

1,237,075

0.4%

1,915,767

0.6%

1,927,052

0.7%

Non-metallic materials

2,081,481

0.6%

2,161,609

0.7%

1,669,913

0.6%

Automotive parts and accessories

1,998,093

0.6%

1,296,869

0.4%

1,096,739

0.4%

Leather articles

791,083

0.2%

818,542

0.3%

793,081

0.3%

Publishing, printing and reproduction

578,718

0.2%

769,280

0.2%

725,450

0.3%

Other industries

1,332,799

0.4%

1,117,730

0.3%

756,955

0.3%

Commercial

43,024,256

 

45,979,578

 

45,315,607

 

Specialty stores

8,317,266

2.4%

11,093,681

3.4%

12,155,901

4.2%

Food, beverages and tobbaco

5,553,398

1.6%

5,490,367

1.7%

5,350,015

1.9%

Non-specialized retailer

5,332,616

1.5%

5,046,434

1.6%

4,329,860

1.5%

Motor vehicles

3,604,046

1.0%

4,195,342

1.3%

3,925,530

1.4%

Parts, acessories and motor vehicle repairing

3,066,004

0.9%

3,402,385

1.1%

3,205,393

1.1%

Clothing and footwear

3,079,345

0.9%

3,522,719

1.1%

3,336,304

1.2%

Personal and household goods

2,211,096

0.6%

2,788,145

0.9%

2,780,625

1.0%

Waste and scrap

3,680,167

1.1%

2,366,354

0.7%

2,136,467

0.7%

Fuel

1,970,667

0.6%

1,901,922

0.6%

1,916,698

0.7%

Trade intermediaries

967,833

0.3%

1,533,412

0.5%

1,581,767

0.5%

Wholesale of goods in general

942,695

0.3%

1,716,400

0.5%

1,624,754

0.6%

Agricultural products

2,292,274

0.7%

1,352,744

0.4%

1,499,320

0.5%

Other commercial activities

2,006,849

0.6%

1,569,673

0.5%

1,472,973

0.5%

Services

97,987,989

 

84,554,012

 

72,446,408

 

Transportation and storage

18,319,498

5.2%

16,825,914

5.2%

15,412,301

5.3%

Real estate activities, rentals and corporate services

13,802,102

4.0%

14,504,420

4.5%

12,561,211

4.3%

Civil construction

24,557,530

7.0%

20,475,364

6.3%

17,453,598

6.0%

Production and distribution of electricity, gas and water

4,616,014

1.3%

4,408,326

1.4%

4,633,717

1.6%

Holding companies, legal, accounting and business advisory services

6,758,970

1.9%

5,386,952

1.7%

3,186,663

1.1%

Social services, education, health, defense and social security

4,778,628

1.4%

4,007,990

1.2%

2,381,784

0.8%

Lodging and catering services

2,919,739

0.8%

2,824,681

0.9%

2,653,359

0.9%

Club, leisure, cultural and sport activities

4,826,010

1.4%

2,234,255

0.7%

2,116,085

0.7%

Telecommunications

774,953

0.2%

484,397

0.1%

540,476

0.2%

Other services

16,634,545

4.8%

13,401,713

4.1%

11,507,214

4.0%

Individuals

141,219,983

40.4%

128,635,645

39.7%

112,989,410

39.1%

Agribusiness

3,464,364

1.0%

4,375,648

1.4%

3,573,905

1.2%

*

  

 

  

 

  

 

Total

349,196,681

100.0%

323,979,568

100.0%

288,935,614

100.0%

*

  

 

  

 

  

 

Impairment of loans and advances

(21,132,677)

 

(19,858,234)

 

(19,914,294)

 

 

 

101 Bradesco


 
 

Table of Contents

Form 20-F

Non-performing loans and advances and impairment of loans and advances

The following table summarizes our non-performing loans and advances, whether they are subject to impairment or not, as well as those neither due nor impaired, and certain asset quality ratios for the dates shown. Our senior management uses some of these ratios 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 %

2014

2013

2012

2011

2010

Non‑performing loans and advances to customers, over 60 days

14,779,382

13,650,513

14,455,265

12,968,613

10,014,909

Foreclosed assets

1,006,461

832,546

532,973

445,328

412,142

Total non-performing loans and advances to customers and foreclosed assets

15,785,843

14,483,059

14,988,238

13,413,941

10,427,051

Total loans and advances to customers

349,196,681

323,979,568

288,935,614

262,802,921

225,635,918

Impairment of loans and advances

21,132,677

19,858,234

19,914,294

17,551,042

15,355,736

Non‑performing loans and advances as a percentage of total loans and advances to customers

4.2%

4.2%

5.0%

4.9%

4.4%

Non‑performing loans ad advances and foreclosed assets as a percentage of total loans and advances to customers

4.5%

4.5%

5.2%

5.1%

4.6%

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

6.1%

6.1%

6.9%

6.7%

6.8%

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

143.0%

145.5%

137.8%

135.3%

153.3%

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

133.9%

137.1%

132.9%

130.8%

147.3%

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)

3.2%

3.2%

3.3%

2.5%

2.6%

 

We do not have a significant amount of foreign loans. The majority of our assets are denominated in reais.

 

102 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

Impairment of loans and advances

The following table shows impairment of loans and advances by type for the periods indicated:

 

December 31,

R$ in thousands, except %

2014

2013

2012

2011

2010

Balance at the beginning of the period

19,858,234

19,914,294

17,551,042

15,245,205

14,925,145

*

  

  

  

  

  

Charge–off from assets

 

 

 

 

 

Working capital

(1,507,974)

(1,447,051)

(1,368,689)

(700,164)

(743,329)

BNDES/Finame onlendings

(272,469)

(232,101)

(152,070)

(117,580)

(172,608)

Personal credit

(1,633,867)

(1,447,057)

(1,111,746)

(872,786)

(805,975)

Credit cards

(1,410,131)

(1,626,581)

(1,578,143)

(1,293,047)

(778,644)

Export financing

(35,501)

(58,366)

(27,148)

(86,792)

(80,564)

Leasing

(252,447)

(381,582)

(477,859)

(627,566)

(529,041)

Housing loans

(154,943)

(94,700)

(67,803)

(66,270)

(45,838)

Rural loans

(60,724)

(69,683)

(56,723)

(54,155)

(72,472)

Guaranteed account

(250,973)

(252,838)

(255,157)

(159,945)

(252,400)

Import financing

(45,435)

(6,910)

(2,543)

(54)

(1,415)

Overdraft facilities

(692,735)

(676,805)

(593,045)

(436,984)

(367,394)

Others (1)

(6,624,258)

(7,026,270)

(6,383,844)

(4,317,347)

(4,152,737)

Total charge–off from assets

(12,941,457)

(13,319,944)

(12,074,770)

(8,732,690)

(8,002,417)

*

*

*

*

*

*

Recoveries

 

 

 

 

 

Working capital

308,980

294,657

209,557

627

477

BNDES/Finame onlendings

101,297

69,533

58,937

92,432

80,879

Personal credit

519,378

492,383

388,535

379,973

376,857

Credit cards

504,319

370,184

614,381

436,625

363,039

Export financing

14,972

7,139

1,400

28,254

81,650

Leasing

95,361

83,813

126,208

105,887

68,772

Housing loans

736

720

1,492

107,562

31,551

Rural loans

35,380

42,177

33,778

59,040

42,480

Guaranteed account

46,621

36,268

35,092

45,314

41,003

Import financing

1,120

1,500

12

176

1,265

Overdraft facilities

164,864

162,306

143,548

125,122

127,937

Others (1)

2,131,486

2,079,334

1,373,699

1,418,157

1,460,973

Total recoveries

3,924,514

3,640,014

2,986,639

2,799,169

2,676,883

*

  

  

  

  

  

Net charge–offs

(9,016,943)

(9,679,930)

(9,088,131)

(5,933,521)

(5,325,534)

*

 

 

 

 

 

Net impairment losses on loans and advances

10,291,386

9,623,870

11,451,383

8,239,358

5,756,125

*

  

  

  

  

  

Balance at the end of the period

21,132,677

19,858,234

19,914,294

17,551,042

15,355,736

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, over 60 days)

3.2%

3.2%

3.3%

2.5%

2.6%

(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.

 

 

103 Bradesco

 


 
 

Table of Contents

Form 20-F

Allocated impairment of loans and advances

The following tables set forth allocated impairment of 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.

 

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 customers

 

 

 

Working 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 customers

 

 

 

Working 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.

     

 

 

104 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

 

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 customers

 

 

 

Working 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.

 

December 31, 2011

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 customers

 

 

 

Working capital

1,516,512

0.6%

19.2%

BNDES/Finame onlendings

811,127

0.3%

14.0%

Vehicles - Direct Consumer Financing (CDC)

2,458,920

1.0%

11.4%

Personal credit

1,262,259

0.5%

9.3%

Credit cards

3,135,652

1.3%

7.0%

Export financing

170,655

0.1%

8.2%

Leasing

954,104

0.4%

4.3%

Housing loans

378,406

0.2%

6.3%

Rural loans

293,013

0.1%

4.3%

Guaranteed account

243,392

0.1%

3.8%

Import financing

25,618

-

2.0%

Overdraft facilities

485,462

0.2%

0.9%

Insurance premiums receivable

149,948

0.1%

1.0%

Others

5,665,974

2.3%

8.3%

Total

17,551,042

7.2%

100.0%

(1) Excludes non-performing loans and advances.

 

 

105 Bradesco

 


 
 

Table of Contents

Form 20-F

 

December 31, 2010

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 customers

 

 

 

Working capital

2,003,554

0.9%

18.1%

BNDES/Finame onlendings

786,083

0.4%

13.5%

Vehicles - Direct Consumer Financing (CDC)

857,750

0.4%

11.1%

Personal credit

1,318,487

0.6%

9.0%

Credit cards

1,751,911

0.8%

7.6%

Export financing

309,876

0.1%

7.7%

Leasing

1,719,095

0.8%

7.1%

Housing loans

385,751

0.2%

4.7%

Rural loans

520,209

0.2%

4.6%

Guaranteed account

250,072

0.1%

4.1%

Import financing

23,725

-

1.8%

Overdraft facilities

235,361

0.1%

1.3%

Insurance premiums receivable

131,124

0.1%

1.0%

Others

5,062,738

2.3%

8.4%

Total

15,355,736

7.0%

100.0%

(1) Excludes non-performing loans and advances.

 

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,

in thousands of R$

2014

2013

2012

Repurchase agreements

 

 

 

Own portfolio position

 

 

 

Financial treasury bills

8,750,847

17,661

226,140

National treasury bills

11,876,655

18,755,345

39,918,804

National treasury notes

35,890,277

33,173,862

17,835,940

Debentures

-

-

35,981

Others

60,497

58,692

10,182

Short position

 

 

 

Brazilian government securities

860,065

5,216,744

10,641,422

Total of repurchase agreements

57,438,342

57,222,304

68,668,469

*

 

 

 

Loans and advances to banks

 

 

 

Interbank deposits

7,652,396

7,278,913

7,832,607

Foreign currency transactions

681,573

3,290,687

1,540,422

Bank deposit certificates

4,398,294

6,391,631

7,862,591

Credit acquisition with co-obligation

2,848,280

4,579,430

6,589,190

Impairment of loans and advances

(44,265)

(43,242)

(33,932)

Total of loans and advances to banks

15,536,277

21,497,419

23,790,878

*

*

*

*

Total

72,974,619

78,719,723

92,459,347

 

December, 31

in thousands of R$

2014

2013

2012

Balance at the beginning of the year

43,242

33,932

53,759

Additions/Reductions

1,023

9,310

(19,827)

Balance at the end of the year

44,265

43,242

33,932

 

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:

106 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

 

 

         

Year ended December 31,

R$ in thousands, except %

2014

2013

2012

Average balance

Average rate

Average balance

Average rate

Average balance

Average rate

Deposits

 

 

 

 

 

 

Non–interest–bearing deposits

 

 

 

 

 

 

Demand deposits

35,138,920

-

36,876,193

-

33,138,109

-

Total non-interest-bearing deposits

35,138,920

-

36,876,193

-

33,138,109

-

 

 

 

 

 

 

 

Interest–bearing deposits

 

 

 

 

 

 

Interbank deposits

695,132

12.4%

671,404

9.4%

471,502

10.3%

Savings deposits

84,921,694

6.4%

73,307,137

5.6%

62,758,934

5.8%

Time deposits

91,990,788

7.0%

99,565,994

5.9%

117,960,891

6.4%

Total interest–bearing deposits

177,607,614

 

173,544,535

 

181,191,327

 

Total deposits

212,746,534

 

210,420,728

 

214,329,436

 

 

 

 

 

107 Bradesco

 


 
 

Table of Contents

Form 20-F

Maturity of deposits

The following table shows the distribution of our deposits by maturity at the date indicated:

 

December 31, 2014

R$ in thousands

Due in 3 months or less

Due after 3 months to 6 months

Due after 6 months to 1 year

Due after 1 year

Total

Domestic deposits

 

 

 

 

 

Non–interest–bearing deposits

 

 

 

 

 

Demand deposits (1)

31,959,524

-

-

-

31,959,524

Total non-interest-bearing deposits

 

 

 

 

 

*

*

*

*

*

*

Interest–bearing deposits

 

 

 

 

 

Interbank deposits

267,190

66,829

53,599

245,285

632,903

Savings deposits (1)

92,154,815

-

-

-

92,154,815

Time deposits

4,376,972

3,776,174

5,023,862

43,821,843

56,998,851

Total interest–bearing deposits

96,798,977

3,843,003

5,077,461

44,067,128

149,786,569

*

*

*

*

*

*

Total domestic deposits

128,758,501

3,843,003

5,077,461

44,067,128

181,746,093

International deposits (2)

 

 

 

 

 

Non–interest–bearing deposits

 

 

 

 

 

Demand deposits

1,067,772

-

-

-

1,067,772

Total non-interest-bearing deposits

 

 

 

 

 

*

*

*

*

*

*

Interest–bearing deposits

 

 

 

 

 

Interbank deposits

8,224

78

-

-

8,302

Time deposits

22,835,206

4,298,331

631,741

1,026,262

28,791,540

Total interest–bearing deposits

22,843,430

4,298,409

631,741

1,026,262

28,799,842

*

*

*

*

*

*

Total international deposits

23,911,202

4,298,409

631,741

1,026,262

29,867,614

*

*

*

*

*

*

Total deposits

152,669,703

8,141,412

5,709,202

45,093,390

211,613,707

(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 than reais, primarily U.S. dollars.

 

The following table shows maturity of outstanding time deposits with balances of over US$100,000 (or its equivalent), by maturity, as of the date indicated:

December 31, 2014

R$ in thousands

Domestic currency

International currency

Maturity within 3 months

3,891,382

22,830,715

Maturity after 3 months but within 6 months

3,524,579

4,282,048

Maturity after 6 months but within 12 months

4,971,329

628,082

Maturity after 12 months

42,123,848

1,026,262

Total deposits in excess of US$100,000

54,511,138

28,767,107

 

Funding in the open market

Funding in the open market amounted to R$219,360 million as of December 31, 2014, R$185,055 million as of December 31, 2013 and R$175,646 million as of December 31, 2012.

 

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The following table summarizes funding in the open market for the periods indicated:

Year ended December 31,

R$ in thousands, except %

2014

2013

2012

Funding in the open market

 

 

 

Amount outstanding

219,359,890

185,055,358

175,646,854

Maximum amount outstanding during the period

219,359,890

185,055,358

175,646,854

Weighted average interest rate at period end (1)

9.7%

7.2%

5.3%

Average amount during period

192,967,597

182,981,063

152,443,947

Weighted average interest rate

9.9%

9.1%

7.7%

(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. See "Item 7.A. Major Shareholders." Our list of significant subsidiaries as of December 31, 2014, can be found in Exhibit 8.1 to this document.

 

4.D. Property, Plants and Equipment

As of December 31, 2014, we owned 819 properties and leased 3,728 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 10 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. 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.

The Brazilian Institute of Geography and Statistics (IBGE) reviewed the results of the GDP for 2012, which was revised from a growth of 1.0% to a growth of 1.8% compared to 2011. The real depreciated to R$2.0435 per U.S. dollar as of December 31, 2012, as compared to R$1.8758 as of December 31, 2011. The COPOM reduced the base interest rate from 11.0% as of December 31, 2011 to 7.25% as of December 31, 2012, leading SELIC to its lower level in the history. Inflation, as measured by the IGP-DI, was 8.1% for the year ended December 31, 2012.

In 2013, GDP grew by 2.7%. The real depreciated to R$2.3426 per U.S. dollar as of December 31, 2013, as compared to R$2.0435 as of December 31, 2012. The COPOM increased the base interest rate from 7.25% as of December 31, 2012 to 10.0% as of December 31, 2013. Inflation, as measured by IGP-DI, was 5.5% for the year ended December 31, 2013.

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In 2014, GDP grew by 0.1%. The Brazilian real depreciated 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 IGP-DI index, was 3.78% for the fiscal year ended December 31, 2014.

The following table shows Brazilian inflation measured by IGP-DI, the depreciation of the real against the U.S. dollar, the exchange rate at the end of each year and the average exchange rate for the periods indicated:

 

December 31,

In R$, except %

2014

2013

2012

Inflation (IGP‑DI)

3.8%

5.5%

8.1%

Depreciation of the real against the U.S. dollar

(13.4)%

(14.6)%

(8.9)%

Period-end exchange rate-US$1.00

2.6562

2.3426

2.0435

Average exchange rate‑US$1.00(1)

2.3586

2.1641

1.9524

(1) The average exchange rate is the sum of the closing exchange rates at the end of each month in the period divided by the number of months in the period.

Sources: FGV and the Central Bank.

 

The following table shows GDP variation in real terms and average interbank interest rates for the periods indicated:

 

December 31,

2014

2013

2012

Change in real GDP (1)

0.1%

2.7%

1.8%

Average base interest rates (2)

10.9%

8.2%

8.5%

Average interbank interest rates (3)

10.8%

8.1%

8.4%

(1) Calculated by dividing the change in real GDP during a year by the real GDP of the previous year;

(2) Calculated in accordance with Central Bank methodology (based on nominal rates); and

(3) Calculated in accordance with Clearing and Custody Chamber ("CETIP") methodology (based on nominal rates).

Sources: The Central Bank, the Brazilian Geography and Statistics Institute and CETIP.

 

Effects of the global financial markets on our financial condition and results of operations

In 2014 the Federal Reserve decision to taper and eventually terminate its monetary incentives as well as temporary interruption of the U.S. economic recovery during the winter months (due to climate factors) raised new concerns about emerging economies, particularly those with more fragile fundamentals. However, it was in the second half of the year that the volatility of international markets increased more significantly. Geopolitical concerns and epidemics added to the dramatic increase of uncertainties in relation to the pace of the world economy recovery and to the steep drop in the price of commodities, particularly oil. Growth projections were decreased in the major regions of the world, but not for the USA. The growth of the Chinese economy proceeded to slow down, whereas in the Eurozone there was the increased risk that the consistently low inflation rates would curtail the recovery of that block, which led the European Central Bank to strengthen its monetary incentive measures over the year. Concurrently, the drop in oil prices, started in the middle of the year, was given fresh impetus with the decision by the OPEC (“Organization of the Petroleum Exporting Countries”) countries not to reduce their production.

As a result of the differences between the monetary policies of the USA and of other countries, the U.S. dollar held to its appreciation trend. On the other hand, the decreased interest rates in the Eurozone prevented the U.S. long-term rates reaching the rates that might be expected in view of the expected normalization of incentives by the Federal Reserve. Such behavior offered some respite for emerging countries. However, the deepening of the crisis in Russia and the steep drop in the prices of commodities ended up placing pressure on these markets, particularly in the second half of the year. Therefore, the interest and exchange rates in Brazil were adversely impacted, with a less favorable scenario of public accounts, low economy growth, persistent inflation, and a monetary squeeze by the Central Bank.

The greatest surprise in 2014 was probably the variation in the prices of commodities, which dropped more intensively than expected by the majority of analysts in the beginning of the previous year. The highlight was certainly the sharp and fast fall in oil prices. Even though it may benefit world economic growth in the medium term, it brought about more volatility to financial assets in the fourth quarter, since such behavior tends to upset the economies of exporting countries and place additional deflationary pressure on some developed countries, particularly in the Eurozone. Concurrently, the sustainable recovery of the U.S. economy and the increase in its interest rates contributed to the U.S. currency appreciation in a global scale, gradually redirecting international capital flows and strengthening the depreciation trends of currencies of most emerging countries.

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In summary, the risks to the global economy are still in place, in spite of the outlook for an upturn in the U.S. economy and the gradual recovery of the world GDP. With reduced tail risks in the worldwide economy right after the crisis, such as the Eurozone disruption and China´s hard landing, concerns are nowadays focused on: (i) when the Federal Reserve will start the tapering process and its impact on international liquidity; (ii) the deflation risk in the Eurozone and the European Central Bank’s response to such threat; (iii) the risks associated with the Chinese economy slowdown; and (iv) the behavior of commodity prices and related effects on the world economy, particularly for exporting countries.

 

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 the real depreciates, 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 in reais of 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 in reais increases. Conversely, when the real appreciates, as was the case from 2003 to 2007 and 2009 to 2010, we incur: (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 2014, our net interest income increased 1.5% in relation to 2013, from R$49,300 million in 2013 to R$50,046 million in 2014. This increase is mainly related to the increment in the business volume, which contributed R$4,246 million, in view of the rise of 7.1% in the average balance of interest-bearing assets, thus elevating our income by R$7,688 million, and noteworthy is the growth of: (i) 9.7% of loans and advances to customers; (ii) 15.9% in the average balance of our assets pledged as collateral; and these increases were partially offset by the increase of: (iii) 8.0% in the average balance of our interest-bearing liabilities, which had a negative impact on our results in R$3,442 million.

In 2013, our net interest income increased by 13.6% as compared to 2012, from R$43,386 million in 2012 to R$49,300 million in 2013. This growth is mainly related to the increase in the average business volume, which contributed R$5,106 million, reflecting an increase of 10.6% in the average balance of interest-earning assets, increasing our revenues by R$8,841 million, highlighting the increase of: (i) 10.3% in the average balance of loans and advances to customers; (ii) 18.7% in the average balance of assets pledged as collateral; (iii) 32.0% in the average balance of loans and advances to banks; and (iv) 19.5% in the average balance of financial assets available for sale.

 

 

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The following tables show our foreign-currency denominated or indexed assets and liabilities as of the dates indicated:

 

December 31,

R$ in thousands

2014

2013

2012

Assets

 

 

 

Cash and balances with banks

3,843,397

3,050,450

3,151,043

Financial assets held for trading

2,038,386

822,785

348,742

Financial assets available for sale

3,785,493

7,402,621

5,426,163

Investments held to maturity

38,874

45,673

56,097

Assets pledged as collateral

7,520,948

2,397,029

4,302,735

Loans and advances to banks

830,812

3,582,833

2,171,236

Loans and advances to customers

37,038,632

33,037,149

26,557,416

Investments in associated companies and joint ventures

-

-

4,976

Property and equipment, net of accumulated depreciation

15,570

14,570

15,801

Intangible assets and goodwill, net of accumulated amortization

25,425

28,477

25,942

Taxes to be offset

32,732

31,339

25,867

Deferred income tax assets

241,203

106,057

15,842

Other assets

9,073,892

8,924,365

8,120,292

Total assets

64,485,364

59,443,348

50,222,152

Off‑balance sheet accounts – notional value

 

 

 

Derivatives

 

 

 

Futures

25,844,968

30,196,878

27,408,058

Forward

7,590,571

12,274,295

11,095,747

Options

1,246,097

610,496

1,420,300

Swaps

50,280,914

45,167,298

39,595,426

Total assets with derivatives (a)

149,447,914

147,692,315

129,741,683

 

December 31,

R$ in thousands

2014

2013

2012

Liabilities

 

 

 

Deposits from banks

24,081,365

18,213,248

12,416,316

Deposits from customers

29,834,903

24,865,557

23,666,709

Financial liabilities held for trading

820,843

346,724

298,041

Funds from securities issued

8,766,126

11,474,847

14,188,239

Subordinated debt

9,321,576

8,951,638

8,806,973

Insurance technical provisions and pension plans

845

1,075

1,100

Other provisions

10,946

7,099

4,367

Current income tax liabilities

22,691

30,694

19,791

Deferred income tax liabilities

-

22,794

229,536

Other liabilities

5,792,368

8,002,170

5,880,489

Total liabilities

78,651,663

71,915,846

65,511,561

Off‑balance sheet accounts – notional value

 

 

 

Derivatives

 

 

 

Futures

41,542,624

41,515,506

37,422,501

Forward

7,324,830

12,826,691

9,869,571

Options

2,258,312

781,401

1,467,968

Swap

52,176,186

44,851,978

36,451,019

Total liabilities with derivative (b)

181,953,615

171,891,422

150,722,620

Net exposure (a-b)

(32,505,701)

(24,199,107)

(20,980,937)

 

We use swaps, futures contracts and other hedging instruments in order to minimize the potential impact of currency changes on us. For more information on our use of derivatives for hedging purposes, see Notes 2(e), and 20(c) to our consolidated financial statements in "Item 18. Financial Statements."

Our net exposure in relation to our total assets amounted to 3.5% as of December 31, 2014, 2.9% as of December 31, 2013 and 2.6% as of December 31, 2012.

 

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Taxes

Our income tax expenses comprise two federal taxes: (i) IRPJ, which is levied at a rate of 15.0% on our adjusted net income, plus an additional of 10.0%; and (ii) the social contribution tax, which is levied at a rate of 15.0% on our adjusted net income.

In January 2008, the Brazilian government increased the social contribution tax rate for the financial segment 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 1, 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.

Brazilian corporations 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" 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 alliances conducted in the last years will contribute to increase 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.”

 

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 discussion 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 have had 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 Brazilian government's monetary policy; and

·      any delays in receiving information needed to value loans and advances or confirm existing impairment.

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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, 2014, would have increased the impairment by approximately R$247.7 million. This sensitivity analysis is hypothetical, and is only meant to illustrate the impact that the delinquency has on determining impairment.

The process of determining the level of impairment requires use of estimates, assumptions and judgment. Actual results for 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-Loans and advances" and "Item 4.B. Business Overview-Selected Statistical Information-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 transaction between 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.

The fair values of financial assets held for trading and available for sale are 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, 2014, R$48,980 million, or 14.0%, of financial assets held for trading, available for sale, pledged as collateral and net derivatives were 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 positions are classified within Level 2 of the valuation hierarchy and are determined by 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 BM&FBOVESPA and the secondary market. As of December 31, 2014, we did not have derivatives assets and liabilities classified as Level 3.

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."

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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(e)(viii)(b).

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.

 

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 the future claims/benefits stated in contracts, such as retirement payments, pensions, individual and group life insurance, health insurance and accident insurance, among other items.

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            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 determine the amount of such provision using 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. The resulting adjustments are recognized in earnings for the respective period. For additional information, see Note 2(n) to our consolidated financial statements. In short-term contracts, provisions for insufficient premium 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) and decrease by the redemptions paid. If provisions are insufficient to honor future commitments, provision for insufficient contributions is 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.

For sensitivity analysis purposes, regarding damage, life and health insurance, we assessed the impacts of both an increase and a decrease in claims. In this assessment, an increase (1.0%) or a decrease (1.0%) in claims in the 12 months prior to calculation base date would represent an impact of R$122.9 million in expenses or revenues, respectively, on income 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 a R$298.9 million decrease on income and shareholders’ equity after taxes and contributions. The increase of 0.002% in the longevity of beneficiaries would represent a negative impact of R$89.0 million on income and shareholders’ equity after taxes and contributions, while an increase of 5.0% in the conversion into income would represent a negative impact of R$59.3 million on income and shareholders’ equity after taxes and contributions.

 

Use of estimates

Upon issuance of the financial statements, Management also makes 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.

 

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 thousands

Payments due as of December 31, 2014

Less than 1 year (1)

1 to 3 years

3 to 5 years

More than 5 years

Total

Time deposits

40,942,286

44,465,151

382,954

-

85,790,391

Funding in the open market

197,205,055

21,361,408

520,228

273,199

219,359,890

Borrowings

13,123,330

2,094,966

295

-

15,218,591

Onlendings

14,618,594

17,550,109

6,934,029

4,676,812

43,779,544

Funds from securities issued

46,702,008

34,354,609

2,616,371

1,357,411

85,030,399

Subordinated debt

2,862,116

10,131,928

13,639,566

9,188,056

35,821,666

Other obligations (2)

191,922,933

23,501,394

63,692

256,910

215,744,929

Total

507,376,322

153,459,565

24,157,135

15,752,388

700,745,410

(1) Based on our historical experience, we expect that most of our obligations that are contractually due within one year will be rolled over; and

(2) Includes insurance technical provisions and pension plans.

 

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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 off-balance sheet financial arrangements as of December 31, 2014:

Contractual Obligations

R$ in thousands

Payments due as of December 31, 2014

Less than 1 year

1 to 3 years

3 to 5 years

More than 5 years

Total

Financial guarantees

18,446,998

14,511,148

3,837,425

35,273,976

72,069,547

Letters of credit

304,917

-

-

-

304,917

Total

18,751,915

14,511,148

3,837,425

35,273,976

72,374,464

 

We guarantee our customers' performance in obligations with third parties. 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. Letters of credit 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 segment

We operate and manage our business through two operating 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. Hence, the segment data presented and discussed herewith is prepared in accordance with BR GAAP. 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."

In our banking segment, we offer a range of banking products and services to our customers, including deposit-taking, loans and advances, credit and debit card services and capital markets services, through our broad distribution network. For a description of the banking segment's operations, see "Item 4.B. Business Overview-Banking activity."

In our insurance, pension plan and capitalization bond segment, we offer a range of products and services to our customers, including health, life, automobile and property/casualty, individual and corporate pension plans, and capitalization bonds, through our broad distribution network. For a description of the operations of the insurance, pension plan and capitalization bond segment, see "Item 4.B. Business Overview-Insurance, pension plans and capitalization bonds."

 

 

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Form 20-F

Results of operations for the year ended December 31, 2014 compared with the year ended December 31, 2013

The following tables set forth the principal components of our net income for 2014 and 2013, on a consolidated basis and by segment. This segment information is prepared in accordance with BR GAAP, which are the accounting practices on which the reports used by Management to assess performance and make decisions are based.

 

Consolidated

R$ in thousands, except %

For the year ended December 31,

2014

2013

% change

Net interest income

50,045,767

49,300,483

1.5%

Net Impairment losses on loans and advances

(10,291,386)

(9,623,870)

6.9%

Non‑interest income

74,714,867

59,102,884

26.4%

Non‑interest expense

(95,138,457)

(84,460,328)

12.6%

Income before income taxes

19,330,791

14,319,169

35.0%

Income tax and social contribution

(3,914,313)

(1,833,031)

113.5%

Net income for the year

15,416,478

12,486,138

23.5%

Net income attributable to controlling shareholders

15,314,943

12,395,920

23.5%

Net income attributable to non-controlling interest

101,535

90,218

12.5%

 

Segment

R$ in thousands, except %

For the year ended December 31,

Banking

Insurance, Pension Plans and Capitalization Bonds

2014

2013

% Change

2014

2013

% Change

Net interest income

43,034,717

41,600,095

3.4%

4,556,146

5,589,989

(18.5)%

Net Impairment losses on loans and advances

(10,432,347)

(9,731,376)

7.2%

-

-

-

Non‑interest income

18,941,498

13,863,017

36.6%

58,354,327

47,559,845

22.7%

Non‑interest expense

(40,227,400)

(38,318,914)

5.0%

(55,611,405)

(47,113,728)

18.0%

Income before income taxes

11,316,468

7,412,822

52.7%

7,299,068

6,036,106

20.9%

Income tax and social contribution

(771,896)

789,516

-

(2,843,493)

(2,253,451)

26.2%

Net income

10,544,572

8,202,338

28.6%

4,455,575

3,782,655

17.8%

Net income attributable to controlling shareholders

10,532,724

8,195,099

28.5%

4,354,752

3,692,531

17.9%

Net income attributable to non-controlling interest

11,848

7,239

63.7%

100,823

90,124

11.9%

 

Net interest income

The table below shows the main components of our net interest income before impairment of loans and advances for 2014 and 2013, on a consolidated basis and by segment:

 

 

R$ in thousands, except %

2014

2013

% Change

Consolidated

 

 

 

Interest and similar income

103,893,096

90,682,625

14.6%

Interest and similar expenses

(53,847,329)

(41,382,142)

30.1%

Net interest income

50,045,767

49,300,483

1.5%

Banking

 

 

 

Interest and similar income

91,858,460

79,935,892

14.9%

Interest and similar expenses

(48,823,743)

(38,335,797)

27.4%

Net interest income

43,034,717

41,600,095

3.4%

Insurance, Pension Plans and Capitalization Bonds

 

 

 

Interest and similar income

14,976,204

11,578,317

29.3%

Interest and similar expenses

(10,420,058)

(5,988,328)

74.0%

Net interest income

4,556,146

5,589,989

(18.5)%

 

 

118 Form 20-F – December 2014


 
 

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Form 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, and how much was attributable to changes in average interest rates (including the effects of the appreciation/depreciation of the real) in each case for 2014 and 2013:

 

 

R$ in thousands

Consolidated

Banking

Insurance, Pension Plans and Capitalization Bonds

2014/2013

Increase/(decrease)

Due to changes in average volume of interest‑earning assets and interest‑bearing liabilities

4,246,341

3,315,600

438,033

Due to changes in average interest rates

(3,501,057)

(1,880,979)

(1,471,876)

Net change

745,284

1,434,621

(1,033,843)

 

Banking

Our net interest income increased by 3.4%, from R$41,600 million in 2013 to R$43,035 million in 2014. This increase was mainly due to an increase in the average volume of our business of R$3,316 million as a result of: (i) a 7.6% increase in the average balance of interest-earning assets, increasing our revenues by R$7,053 million, principally due to the increase of: (a) 65.1% in the average balance of financial assets available for sale; (b) 15.9% in the average balance of assets pledged as collateral; and (c) 9.7% in the average balance of loans and advances to customers, partially offset by: (ii) a 9.0% increase in the average balance of interest-bearing liabilities, which impacted the results by R$3,737 million, principally due to the increase of: (a) 33.2% in the average balance of funds from securities issued; (b) 15.8% in the average balance of saving deposits; and (c) 8.7% in the average balance of funding in the open market. Changes in average interest rates decreased our net interest income by R$1,881 million, mainly due to an increase in the average interest rate paid, from 7.0% in 2013 to 8.2% in 2014.

 

Insurance, pension plans and capitalization bonds

Our net interest income decreased by 18.5%, from R$5,590 million in 2013 to R$4,556 million in 2014. This decrease was mainly due to the increase: (i) in the average interest rate for insurance technical provisions and pension plans, from 4.8% in 2013 to 7.6% in 2014, increasing our expenses by R$3,858 million; and (ii) of 8.9% in the average volume of insurance technical provisions and pension plans, from R$125,179 million in 2013 to R$136,308 million in 2014, impacting the results by R$574 million. These events were partially offset by: (i) a 9.4% increase in the average volume of interest-earning assets, from R$137,759 million in 2013 to R$150,756 million in 2014, contributing R$1,012 million to our results; and (ii) a higher average interest rate earned, from 8.4% in 2013 to 9.9% in 2014, contributing R$2,386 million to our results.

 

 

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Form 20-F

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 2014 and 2013:

 

Consolidated

R$ in thousands, except %

As of December 31,

2014

2013

% Change

Average balance of interest‑earning assets

 

 

 

Financial assets held for trading

83,791,866

80,909,973

3.6%

Financial assets available for sale

84,494,315

79,895,464

5.8%

Investments held to maturity

24,024,810

3,791,552

533.6%

Assets pledged as collateral

130,319,525

112,404,700

15.9%

Loans and advances to banks

76,830,557

104,232,013

(26.3)%

Loans and advances to customers

317,455,318

289,336,399

9.7%

Compulsory deposits with the Central Bank

47,038,434

42,757,972

10.0%

Other interest‑earning assets

605,011

575,113

5.2%

Total

764,559,836

713,903,186

7.1%

Average interest rate earned

13.6%

12.7%

 

 

 

Segment

R$ in thousands, except %

Banking

Insurance, Pension Plans and Capitalization Bonds

2014

2013

% Change

2014

2013

% Change

Average balance of interest–earning assets

 

 

 

 

 

 

Financial assets held for trading

38,154,167

40,282,390

(5.3)%

45,264,456

40,215,667

12.6%

Financial assets available for sale

68,021,629

41,194,576

65.1%

16,471,883

38,700,888

(57.4)%

Investments held to maturity

36,671

61,905

(40.8)%

23,988,139

3,729,647

543.2%

Assets pledged as collateral

130,319,525

112,404,700

15.9%

-

-

-

Loans and advances to banks

76,798,394

103,829,578

(26.0)%

65,031,667

55,112,417

18.0%

Loans and advances to customers

317,431,062

289,305,361

9.7%

-

-

-

Compulsory deposits with the Central Bank

47,038,434

42,757,972

10.0%

-

-

-

Other interest‑earning assets

605,011

575,113

5.2%

-

-

-

Total

678,404,893

630,411,595

7.6%

150,756,145

137,758,619

9.4%

Average interest rate earned

13.5%

12.7%

 

9.9%

8.4%

 

 

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, and how much was attributable to changes in average interest rates (including the effects of the floating of the real), in each case comparing 2014 and 2013:

 

 

R$ in thousands

Consolidated

Banking

Insurance, Pension Plans and Capitalization Bonds

2014/2013

Increase/(decrease)

Due to changes in average volume of interest‑earning assets

7,688,140

7,052,627

1,011,650

Due to changes in average interest rates

5,522,331

4,869,941

2,386,237

Net change

13,210,471

11,922,568

3,397,887

 

Banking

Interest and similar income increased by 14.9%, from R$79,936 million in 2013 to R$91,858 million in 2014. This increase was largely due to: (i) a higher average volume of business, which had a positive impact of R$7,053 million on our results, particularly on interest and similar income from: (a) loans and advances to customers; (b) financial assets available for sale; (c) assets pledged as collateral; and (ii) changes in the average interest rates earned, increasing our income by R$4,870 million, essentially due to the increase in the average interest rate earned in respect of: (a) loans and advances to banks; (b) financial assets available for sale; and (c) financial assets held for trading.

Interest and similar income from loans and advances to customers increased by 11.1%, from R$48,663 million in 2013 to R$54,065 million in 2014. This increase is related to a 9.7% growth in the average balance of our portfolio of loans and advances to customers, from R$289,305 million in 2013 to R$317,431 million in 2014, positively impacting our interest and similar income in the amount of R$4,784 million. The main reason for this increase is our strategic focus on housing loans, personal credit and credit cards.

120 Form 20-F – December 2014


 
 

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Form 20-F

Interest and similar income from financial assets available for sale increased by 113.0%, from R$3,564 million in 2013 to R$7,592 million in 2014. This increase was mainly due to an increase of 65.1% in the average balance of these operations, from R$41,195 million in 2013 to R$68,022 million in 2014, which contributed R$2,787 million to our results.

Interest and similar income originated from assets pledged as collateral increased by 9.3%, from R$12,771 million in 2013 to R$13,954 million in 2014. This variation reflects a 15.9% increase in the average volume of these operations, from R$112,405 million in 2013 to R$130,320 million in 2014, which positively impacted our interest and similar income, in the amount of R$1,949 million.

The increase in the interest and similar income as a result of changes in average interest rates earned, in the amount of R$4,870 million, is primarily due to the increases in: (i) the average interest rate earned from financial assets available for sale, from 8.7% in 2013 to 11.2% in 2014, increasing our revenues by R$1,241 million; (ii) the average interest rate earned from loans and advances to banks, from 8.6% in 2013 to 11.2% in 2014, contributing R$2,312 million to our results; and (iii) the average interest rate earned from financial assets held for trading, increasing our revenues by R$624 million. The increases in the average interest rate earned result from increases in Brazilian interest rates, mainly the SELIC rate, which increased from 10.0% in 2013 to 11.75% in 2014.

The increase in interest and similar income was partially offset by a decrease in the income from loans and advances to banks, in the amount of R$2,641 million, due to a reduction in the average volume of these assets, from R$103,830 in 2013 to R$76,798 million in 2014.

 

Insurance, pension plans and capitalization bonds

Our interest and similar income increased by 29.3%, from R$11,578 million in 2013 to R$14,976 million in 2014. This increase was mainly due to an increase: (i) in the average rate of our interest-earning assets, which contributed R$2,386 million to our results, largely due to the increase in the average interest rate earned from: (a) loans and advances to banks, from 6.2% in 2013 to 8.2% in 2014, positively impacting our income by R$1,217 million; and (b) financial assets held for trading, from 8.4% in 2013 to 10.7% in 2014, increasing our income by R$996 million; and (ii) in the average volume of operations, which contributed R$1,012 million to our results.

 

 

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Form 20-F

Interest and similar expenses

The tables below show the average balance of the main components of our interest-bearing liabilities and the average interest rates paid on them in 2014 and 2013, on a consolidated basis and by segment:

 

Consolidated

R$ in thousands, except %

As of December 31,

2014

2013

% Change

Average balance of interest‑bearing liabilities

 

 

 

Interbank deposits

695,132

671,404

3.5%

Savings deposits

84,921,694

73,307,137

15.8%

Time deposits

91,990,788

99,565,994

(7.6)%

Funding in the open market

192,967,597

182,981,063

5.5%

Borrowings and onlendings

56,123,972

49,273,352

13.9%

Funds from securities issued

69,849,843

52,476,783

33.1%

Subordinated debt

35,826,626

35,560,706

0.7%

Insurance technical provisions and pension plans

136,308,516

125,179,124

8.9%

Total

668,684,168

619,015,563

8.0%

Average interest rate paid

8.1%

6.7%

 

 

Segment

R$ in thousands, except %

Banking

Insurance, Pension Plans and Capitalization Bonds

2014

2013

% Change

2014

2013

% Change

Average balance of interest‑bearing liabilities

 

 

 

 

 

 

Interbank deposits

695,132

671,404

3.5%

-

-

-

Savings deposits

84,921,694

73,307,137

15.8%

-

-

-

Time deposits

92,009,740

99,584,128

(7.6)%

-

-

-

Funding in the open market

258,528,965

237,777,033

8.7%

-

-

-

Borrowings and onlendings

56,123,972

49,273,352

13.9%

-

-

-

Funds from securities issued

69,980,074

52,550,531

33.2%

-

-

-

Subordinated debt

35,826,626

35,560,706

0.7%

-

-

-

Insurance technical provisions and pension plans

-

-

-

136,308,516

125,179,124

8.9%

Total

598,086,203

548,724,291

9.0%

136,308,516

125,179,124

8.9%

Average interest rate paid

8.2%

7.0%

 

7.6%

4.8%

 

 

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 and how much was attributable to changes in average interest rates (including the effects of the fluctuations in the real/U.S. dollar rate), in each case, for 2014 as compared to 2013:

 

 

R$ in thousands

Consolidated

Banking

Insurance, Pension Plans and Capitalization Bonds

2014/2013

Increase/(decrease)

Due to changes in average volume of interest‑bearing liabilities

3,441,799

3,737,027

573,617

Due to changes in average interest rates

9,023,388

6,750,919

3,858,113

Net change

12,465,187

10,487,946

4,431,730

 

Banking

Our interest and similar expenses increased by 27.4%, from R$38,336 million in 2013 to R$48,824 million in 2014. This increase primarily reflects: (i) changes in the average interest rates, in the amount of R$6,751 million, due to higher average interest rates paid in respect of: (a) funding in the open market, from 8.2% in 2013 to 9.5% in 2014, increasing our expenses by R$3,102 million; (b) time deposits, from 5.9% in 2013 to 7.0% in 2014, increasing our expenses by R$1,102 million; and (c) funds from securities issued, from 6.9% in 2013 to 9.6% in 2014, increasing our expenses by R$1,634 million; and (ii) a 9.0% growth in the average volume of our interest-bearing liabilities, from R$548,724 million in 2013 to R$598,086 million in 2014, increasing our expenses by R$3,737 million, mainly due to the increase of: (a) 8.7% in the average balance of funding in the open market, from R$237,777 million in 2013 to R$258,529 million in 2014, increasing our expenses by R$1,806 million; and (b) 33.2% of average balance of funds from securities issued, increasing our expenses by R$1,424 million.

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Form 20-F

 

Insurance, pension plans and capitalization bonds

Our interest and similar expenses increased 74.0%, from R$5,988 million in 2013 to R$10,420 million in 2014. This increase primarily reflects the increase from 4.8% in 2013 to 7.6% in 2014 in the average interest rate for technical provisions, increasing our expenses by R$3,858 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 improve the 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 %

2014

2013

% Change

Net Impairment losses on loans and advances

 

 

 

Banking - BR GAAP

(10,432,347)

(9,731,376)

7.2%

Accounting Pratices Diferences (IFRS x BR GAAP)

140,961

107,506

31.1%

Consolidated- IFRS

(10,291,386)

(9,623,870)

6.9%

 

The total amount of net impairment losses on loans and advances to banks under BR GAAP is representative of the total amount of net impairment losses in a BR GAAP-consolidated basis that, in turn, is representative of the total amount of net impairment losses in an IFRS-consolidated basis, except for differences in accounting practices.

 

Main difference in accounting practices for net impairment losses on loans and advances

The main difference in accounting practices between BR GAAP, in accordance with CMN Resolution No. 2,682/99, and IFRS, in accordance with IAS 39, is the form of recognition and measurement of impairment of loans and advances. While the practice adopted by the Central Bank is a provision based on a mix of expected and incurred losses, in accordance with IFRS recognition and measurement of impairment is based on incurred losses. For more information, see “Item 4.B. Business Overview – Regulation and Supervision – Banking Regulations – Treatment of loans and advances”, and note 3.1 to the financial statements in “Item 18. Financial Statements”.

The following table shows changes in our impairment of loans and advances, net impairment losses on loans and advances, loans recovered and loan charge-offs for the years ended 2014 and 2013, 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:

 

As of December 31,

R$ in thousands, except %

2014

2013

% Change

Impairment of loans and advances at the beginning of the year

19,858,234

19,914,294

(0.3)%

Net impairment losses on loans and advances

10,291,386

9,623,870

6.9%

Loan recoveries

3,924,514

3,640,014

7.8%

Loan charge‑offs

(12,941,457)

(13,319,944)

(2.8)%

Impairment of loans and advances at the end of the year

21,132,677

19,858,234

6.4%

Ratio of net impairment losses on loans and advances to average loans and advances outstanding

3.2%

3.3%

 

 

The balance of our impairment of loans and advances to customers increased by 6.4%, from R$19,858 million in 2013 to R$21,133 million in 2014. This increase was mainly due to: (i) the increase of 7.8% in the balance of loans and advances to customers; and (ii) the movement in our mix of loans and advances portfolio, which mainly impacted the following products: (a) working capital, whose allocated impairment went from R$2,018 million in 2013 to R$2,513 million in 2014; (b) credit cards, whose allocated losses went from R$3,073 million in 2013 to R$3,406 million in 2014; (c) housing loans, whose allocated losses went from R$797 million in 2013 to R$1,047 million in 2014; and (d) BNDES/Finame onlending, whose allocated losses went from R$863 million in 2013 to R$1,071 million in 2014. Furthermore, we highlight that past due but not impaired loans decreased by 2.8%, and impaired operations increased by 3.5% only, from R$29,799 million in 2013 to R$30,841 million in 2014, which represented 8.8% of total loans and advances to customers in 2014, as opposed to 9.2% in 2013.

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Loans and advances to customers neither past due nor impaired increased by 8.5%, from R$287,052 million in 2013 to R$311,424 million in 2014, of which 98.1% were rated as "low risk.”

Calculations of impairment of loans and advances include: (i) an individual analysis of impaired loans and advances to customers; and (ii) an analysis of losses on loans and advances to customers not individually relevant, as follows:

As of December 31,

R$ in thousands, except %

2014

2013

% Change

Impaired loans and advances to customers

1,589,280

774,795

105.1%

Losses on loans and advances to customers not individually relevant

19,543,397

19,083,439

2.4%

Total

21,132,677

19,858,234

6.4%

 

The increase of 6.9% in net impairment losses on loans and advances is related to an increase of R$1,042 million or 3.5% in the balance of impairment loans and advances to customers, as well as a change in the product mix. Loan recoveries and charge-offs increased by 7.8%, while charge-offs decreased by 2.8%, when compared to 2013.

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, was 3.2% in 2014, remaining stable when compared to 2013. In 2014, impairment of loans and advances as a percentage of loans and advances to customers remained at 6.1%, which we believe is a comfortable margin based on our experience of historical loss levels.

Loans and advances to individuals increased by 9.8%, from R$128,636 million in 2013 to R$141,220 million in 2014, mainly due to the following products: (i) housing loans; and (ii) personal credit.

Loans and advances to corporate customers increased by 6.5%, from R$195,344 million in 2013 to R$207,977 million in 2014, mainly due to the following products: (i) housing loans – company plan; and (ii) rural 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 2014 and 2013.

Consolidated

R$ in thousands, except %

For the year ended December 31,

2014

2013

% Change

Net fee and commission income

16,739,256

14,499,682

15.4%

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

(1,933,003)

(5,790,089)

(66.6)%

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

(991,894)

(6,100,782)

(83.7)%

Premiums retained from insurance and pension plans

50,454,983

44,887,215

12.4%

Equity in the earnings of associates and joint ventures

1,389,816

1,062,687

30.8%

Other non-interest income

9,055,709

10,544,171

(14.1)%

Total

74,714,867

59,102,884

26.4%

 

 

124 Form 20-F – December 2014


 
 

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Form 20-F

 

Segment

R$ in thousands, except %

Banking

Insurance, Pension Plans and Capitalization Bonds

2014

2013

% Change

2014

2013

% Change

Net fee and commission income

17,570,839

15,639,215

12.4%

1,557,352

1,264,869

23.1%

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

(1,833,589)

(4,100,749)

(55.3)%

(255,485)

(1,914,579)

(86.7)%

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

(296,545)

(3,880,575)

(92.4)%

(728,720)

(2,526,016)

(71.2)%

Premiums retained from insurance and pension plans

-

-

-

50,454,983

44,887,215

12.4%

Equity in the earnings of associates and joint ventures

1,220,810

1,031,280

18.4%

169,431

31,151

443.9%

Other non-interest income

2,279,983

5,173,846

(55.9)%

7,156,766

5,817,205

23.0%

Total

18,941,498

13,863,017

36.6%

58,354,327

47,559,845

22.7%

 

Banking

Our non-interest income increased by 36.6%, from R$13,863 million in 2013 to R$18,941 million in 2014. This increase was mainly due to: (i) an increase in net fee and commission income, from R$15,639 million in 2013 to R$17,571 million in 2014, driven by an increase of: (a) 12.5% in revenues from credit cards, with an increase of 10.5% in billings, which reached R$131,999 million in 2014; (b) 11.5% in revenues related to checking accounts, primarily due to the increase in the services we provide to our customers, as well as the increase in the business volume; and (c) 21.9% in revenues from consortium management, due to the increase in received bids and average ticket and sales of new quotas, giving rise to a growth of 138,000 net quotas in the year; (ii) an increase in equity in the earnings of affiliated companies and joint ventures, from R$1,031 million in 2013 to R$1,221 million in 2014, largely due to higher revenues from our affiliated company Cielo S.A. (“Cielo”); (iii) a decrease of 92.4% on net losses of financial assets available for sale, from R$3,881 million in 2013 to R$297 million in 2014, reflecting, primarily, lower net losses from fixed-income securities. We highlight that, in 2014, it includes the recognition of impairment on the shares we held of Banco Espírito Santo (BES), in the amount of R$598 million and, in 2013, it includes the realization of decreases in market value of the available-for-sale NTNs portfolio (National Treasury Notes), through the sale of these securities in the market; and (iv) a decrease of 55.3% in net losses from trading financial assets and liabilities, from R$4,101 million in 2013 to R$1,834 million in 2014, mainly due to the result of fixed-income securities. This increase was partially offset by a decrease of 55.9% in other non-financial revenues deriving, partially from results obtained from the adhesion to a program for payment in installments and lump sum payments of tax debts – REFIS, in the amount of R$1,950 million in 2013.

 

Insurance, pension plans and capitalization bonds

Our non-interest income increased by 22.7%, from R$47,560 million in 2013 to R$58,354 million in 2014. This was mainly due to: (i) the increase of 12.4% in the revenue of retained insurance premiums and pension plans, from R$44,887 million in 2013 to R$50,455 million in 2014, primarily, as a result of the increase in: (a) revenue of insurance premiums issued, from R$42,226 million in 2013 to R$47,746 million in 2014; and (b) revenue with pension plan contributions, from R$3,584 million in 2013 to R$3,725 million in 2014; (ii) the decrease of 71.2% in net losses on financial assets available for sale, from R$2,526 million in 2013 to R$729 million in 2014. We highlight that, in 2014, it includes the recognition of impairment losses on shares, in the amount of R$617 million and, in 2013, it includes the realization of decreases in the market value of the available-for-sale NTNs (National Treasury Notes), through the sale of these securities in the market; and (iii) the reduction of 86.7% on net losses of financial assets and liabilities classified as held for trading, from R$1,915 million in 2013 to R$255 million in 2014, basically due to the income obtained from fixed income securities.

 

Main differences between balances by segment and consolidated balances

In addition to the explanations set out above, we highlight below the main differences between our non-interest income by segment (in accordance with BR GAAP) and our consolidated non-interest income (in accordance with IFRS) for the year ended December 31, 2014:

·      Net fee and commission income: the difference of R$2,389 million refers to: (i) the effective interest rate method in the amount of R$1,462 million; and (ii) eliminations and adjustments of other operations in the amount of R$927 million; and

·      Net gains (losses) on financial assets classified as held for trading: the adjustment in the amount of R$156 million was due to the adjustment of cash flow hedges.

 

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Form 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 2014 and 2013:

 

Consolidated

R$ in thousands, except %

For the year ended December 31,

2014

2013

% Change

Personnel expenses

(13,667,639)

(12,354,418)

10.6%

Administrative expenses

(12,971,521)

(12,151,537)

6.7%

Depreciation and amortization

(2,932,687)

(2,740,830)

7.0%

Changes in the insurance technical provisions and pension plans

(24,008,174)

(20,001,807)

20.0%

Retained claims

(18,143,688)

(15,484,691)

17.2%

Selling expenses for insurance and pension plans

(2,891,276)

(2,467,037)

17.2%

Net gains/(losses) on foreign currency transactions

(1,244,680)

(1,093,597)

13.8%

Other non-interest expense

(19,278,792)

(18,166,411)

6.1%

Total

(95,138,457)

(84,460,328)

12.6%

 

Segment

R$ in thousands, except %

Banking

Insurance, Pension Plans and Capitalization Bonds

2014

2013

% Change

2014

2013

% Change

Personnel expenses

(12,460,644)

(11,200,617)

11.2%

(1,197,272)

(1,092,479)

9.6%

Administrative expenses

(12,578,064)

(12,068,420)

4.2%

(1,118,542)

(1,102,065)

1.5%

Depreciation and amortization

(2,749,282)

(2,625,748)

4.7%

(244,442)

(180,381)

35.5%

Changes in the insurance technical provisions and pension plans

-

-

-

(24,008,174)

(20,001,807)

20.0%

Retained claims

-

-

-

(18,143,688)

(15,484,691)

17.2%

Selling expenses for insurance and pension plans

-

-

-

(2,892,373)

(2,468,101)

17.2%

Net gains/(losses) on foreign currency transactions

(1,244,680)

(1,093,597)

13.8%

-

-

-

Other non-interest expense

(11,194,730)

(11,330,532)

(1.2)%

(8,006,914)

(6,784,204)

18.0%

Total

(40,227,400)

(38,318,914)

5.0%

(55,611,405)

(47,113,728)

18.0%

 

Banking

Our non-interest expenses increased by 5.0%, from R$38,319 million in 2013 to R$40.227 million in 2014. This increase was mainly due to the increase of: (i) 11.2% in personnel expenses, from R$11,201 million in 2013 to R$12,461 million in 2014, due to: (a) an increase in expenses from proceedings, payroll charges and benefits, as a result of an increase in salaries, following the collective bargaining agreements for 2013 and 2014; and (b) higher expenses from provisions for labor lawsuits, mainly due to an improvement in the calculation methodology for such provisions, which had an impact on the income of R$488 million; (ii) 4.2% in administrative expenses, basically due to: (a) the addition of 2,440 service points, largely due for Bradesco Expresso; (b) contract adjustments; and (c) a growth in the business volume and services within the period. We highlight that the inflation ratio in the last 12 months, IPCA, reached 6.4%, demonstrating our consistent cost control related to the performance of our administrative expenses; and (iii) 13.8% in the net losses of operations in foreign currency, reflecting the devaluation of real against the U.S. dollar in 2014.

 

Insurance, pension plans and capitalization bonds

Our non-interest expense increased by 18.0%, from R$47,114 million in 2013 to R$55,611 million in 2014. This increase was mainly due to increases of: (i) 20.0% in our expenses from changes in the insurance and pension plan technical provisions, from R$20,002 million in 2013 to R$24,008 million in 2014, mainly due to the growth of R$12,623 million in the volume of our technical provisions related to the VGBL product. We highlight that, in 2013, deriving from compliance with SUSEP Circular letter No. 462/13 by our insurance group, which resulted in the adoption of the “Term Structure of Risk-free Interest Rates – ETTJ” as a discount rate of actuarial liability flow, provisions were reverted to the amount of R$2,572 million and, in 2014, technical provisions were reverted, according to this Circular, to the amount of R$754 million; and (ii) 17.2% in retained claims, mainly due to the increase in claims in the health segment.

 

Income tax and social contribution

Income tax in Brazil consists of federal income taxes and social contribution tax on adjusted income. See “Item 5.A Operating Results-Overview-Taxes.” The combined rate of these two taxes was 34.0% through April 2008. As of May 2008, the combined rate increased to 40.0%, due to the increase in the rate of social contribution tax on adjusted net income, from 9.0% to 15.0%. Our income tax expenses are composed of current income tax and deferred tax. Certain amounts of income and expenses are recognized in our statement of income, as required by Brazilian tax regulations but are not part of our taxable basis, as foreign exchange variation gains and losses, which are neither taxable income nor deductible expenses, respectively.

126 Form 20-F – December 2014


 
 

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Form 20-F

We prepare segment information to enable our Management to assess performance and make decisions on allocating funds for investments and other purposes. Income and social contribution taxes, as required by current Brazilian regulations, are calculated for each legal entity and reported on a consolidated basis. Accordingly, there is no direct relationship with the segment presentation. Management’s decisions for tax purposes, are based on an analysis by legal entity and on a consolidated basis; accordingly, management considers the consolidated data, which was discussed and analyzed, as the relevant disclosure for their decision-making.

Income tax and social contribution expenses increased from R$1,833 million in 2013 to R$3,914 million in 2014. This variation was primarily due to: (i) an increase in income before income taxes, from R$14,319 million in 2013 to R$19,331 million in 2014; (ii) an adjustment of the net non-deductible expenses in non-taxable income, in the amount of R$468 million; and (iii) the fact that we do not have tax credits from previous years related to investment acquisition operations in 2014, while we had R$462 million in 2013. This increase was partially offset by an increase of: (i) R$472 million in foreign exchange gains, due to the devaluation of the real against the U.S. dollar within the period; and (ii) R$148 million in interests on the shareholders’ equity. For more information on Income and social contribution taxes, see Note 17 to our consolidated financial statements in “Item 18. Financial Statements.”

The effective rate of taxation as a percentage of our income before income and social contribution taxes, varied from an expense of 12.8% in 2013 to an expense of 20.2% in 2014.

 

Net Income

As a result of the above, our net income attributable to controlling shareholders increased by 23.5%, from R$12,396 million in 2013 to R$15,315 million in 2014. Our net income for the year presented a percentage growth similar to our net income attributable to controlling shareholders, increasing from R$12,486 million in 2013 to R$15,416 million in 2014.

 

Results of operations for the year ended December 31, 2013 compared with the year ended December 31, 2012

The following tables set forth the principal components of our net income for 2013 and 2012, on a consolidated basis and by segment. This segment information is prepared in accordance with BR GAAP, which are the accounting practices on which the reports used by Management to assess performance and make decisions are based.

 

Consolidated

R$ in thousands, except %

For the year ended December 31,

2013

2012

% Change

Net interest income

49,300,483

43,385,723

13.6%

Net Impairment losses on loans and advances

(9,623,870)

(11,451,383)

(16.0)%

Non‑interest income

59,102,884

66,396,380

(11.0)%

Non‑interest expense

(84,460,328)

(82,889,272)

1.9%

Income before income taxes

14,319,169

15,441,448

(7.3)%

Income tax and social contribution

(1,833,031)

(4,089,754)

(55.2)%

Net income for the year

12,486,138

11,351,694

10.0%

Net income attributable to controlling shareholders

12,395,920

11,291,570

9.8%

Net income attributable to non-controlling interest

90,218

60,124

50.1%

 

 

127 Bradesco

 


 
 

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Form 20-F

 

Segment

R$ in thousands, except %

Banking

Insurance, Pension Plans and Capitalization Bonds

2013

2012

% Change

2013

2012

% Change

Net interest income

41,600,095

39,181,426

6.2%

5,589,989

3,124,512

78.9%

Net Impairment losses on loans and advances

(9,731,376)

(10,925,404)

(10.9)%

-

-

-

Non‑interest income

13,863,017

19,154,236

(27.6)%

47,559,845

48,899,792

(2.7)%

Non‑interest expense

(38,318,914)

(39,455,611)

(2.9)%

(47,113,728)

(46,174,120)

2.0%

Income before income taxes

7,412,822

7,954,647

(6.8)%

6,036,106

5,850,184

3.2%

Income tax and social contribution

789,516

(273,930)

-

(2,253,451)

(2,196,399)

2.6%

Net income for the year

8,202,338

7,680,717

6.8%

3,782,655

3,653,785

3.5%

Net income attributable to controlling shareholders

8,195,099

7,672,233

6.8%

3,692,531

3,591,743

2.8%

Net income attributable to non-controlling interest

7,239

8,484

(14.7)%

90,124

62,042

45.3%

 

Net interest income

The table below shows the main components of our net interest income before impairment of loans and advances for 2013 and 2012, on a consolidated basis and by segment:

 

 

R$ in thousands, except %

2013

2012

% Change

Consolidated

 

 

 

Interest and similar income

90,682,625

83,031,854

9.2%

Interest and similar expense

(41,382,142)

(39,646,131)

4.4%

Net interest income

49,300,483

43,385,723

13.6%

Banking

 

 

 

Interest and similar income

79,935,892

75,293,246

6.2%

Interest and similar expense

(38,335,797)

(36,111,820)

6.2%

Net interest income

41,600,095

39,181,426

6.2%

Insurance, Pension Plans and Capitalization Bonds

 

 

 

Interest and similar income

11,578,317

11,110,483

4.2%

Interest and similar expense

(5,988,328)

(7,985,971)

(25.0)%

Net interest income

5,589,989

3,124,512

78.9%

 

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, and how much was attributable to changes in average interest rates (including the effects of the appreciation/depreciation of the real) in each case for 2013 and 2012:

 

 

R$ in thousands

Consolidated

Banking

Insurance, Pension Plans and Capitalization Bonds

2013/2012

Increase/(decrease)

Due to changes in average volume of interest‑earning assets and interest‑bearing liabilities

5,105,624

4,414,215

689,596

Due to changes in average interest rates

809,136

(1,995,544)

1,775,881

Net change

5,914,760

2,418,669

2,465,477

 

Banking

Our net interest income increased by 6.2%, from R$39,181 million in 2012 to R$41,600 million in 2013. This increase was mainly due to an increase in the average volume of business of R$4,414 million as a result of: (i) a 9.8% increase in the average balance of interest-earning assets, increasing our revenues by R$7,753 million, highlighting the increase of: (a) 36.6% in the average balance of loans and advances to banks; (b) 18.7% in the average balance of assets pledged as collateral; and (c) 10.1% in the average balance of loans and advances to customers, partially offset by: (ii) a 7.8% increase in the average balance of interest-bearing liabilities, which impacted the results by R$3,338 million, in particular the increase of: (a) 20.5% in the average balance of funding in the open market; and (b) 16.8% in the average balance of savings deposits. Our net interest income decreased by R$1,996 million, due to changes in average interest rates that was mainly impacted by the decrease in the average interest rate earned from loans and advances to customers, from 18.1% in 2012 to 16.8% in 2013.

128 Form 20-F – December 2014


 
 

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Form 20-F

 

Insurance, pension plans and capitalization bonds

Our net interest income increased by 78.9%, from R$3,125 million in 2012 to R$5,590 million in 2013. This increase was mainly due to: (i) a 17.8% increase in the average volume of interest-earning assets, from R$116,902 million in 2012 to R$137,759 million in 2013, contributing with R$1,854 million in the results; and (ii) a decrease in the average interest rate for insurance technical provisions and pension plans, from 7.4% in 2012 to 4.8% in 2013, reducing our expenses by R$3,162 million. These events were partially offset by: (i) a 16.4% increase in the average volume of the insurance technical provisions and pension plans, from R$107,520 million in 2012 to R$125,179 million in 2013, impacting the results by R$1,164 million; and (ii) the decrease in the average interest rate to loans and advances to banks, from 8.9% in 2012 to 6.2% in 2013.

 

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 2013 and 2012:

 

Consolidated

R$ in thousands, except %

As of December 31,

2013

2012

% Change

Average balance of interest‑earning assets

 

 

 

Financial assets held for trading

80,909,973

89,783,466

(9.9)%

Financial assets available for sale

79,895,464

66,875,502

19.5%

Investments held to maturity

3,791,552

3,657,763

3.7%

Assets pledged as collateral

112,404,700

94,667,517

18.7%

Loans and advances to banks

104,232,013

78,977,399

32.0%

Loans and advances to customers

289,336,399

262,228,228

10.3%

Compulsory deposits with the Central Bank

42,757,972

48,722,266

(12.2)%

Other interest‑earning assets

575,113

546,918

5.2%

Total

713,903,186

645,459,059

10.6%

Average interest rate earned

12.7%

12.9%

 

 

 

Segment

R$ in thousands, except %

Banking

Insurance, Pension Plans and Capitalization Bonds

2013

2012

% Change

2013

2012

% Change

Average balance of interest–earning assets

 

 

 

 

 

 

Financial assets held for trading

40,282,390

58,372,486

(31.0)%

40,215,667

31,055,915

29.5%

Financial assets available for sale

41,194,576

32,788,082

25.6%

38,700,888

34,127,161

13.4%

Investments held to maturity

61,905

93,368

(33.7)%

3,729,647

3,564,395

4.6%

Assets pledged as collateral

112,404,700

94,667,517

18.7%

-

-

-

Loans and advances to banks

103,829,578

76,013,965

36.6%

55,112,417

48,154,198

14.4%

Loans and advances to customers

289,305,361

262,825,554

10.1%

-

-

-

Compulsory deposits with the Central Bank

42,757,972

48,722,266

(12.2)%

-

-

-

Other interest–earning assets

575,113

546,918

5.2%

-

-

-

Total

630,411,595

574,030,156

9.8%

137,758,619

116,901,669

17.8%

Average interest rate

12.7%

13.1%

 

8.4%

9.5%

 

 

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."

 

129 Bradesco

 


 
 

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Form 20-F

 

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, and how much was attributable to changes in average interest rates (including the effects of the floating of the real), in each case comparing 2013 and 2012:

 

 

R$ in thousands

Consolidated

Banking

Insurance, Pension Plans and Capitalization Bonds

2013/2012

Increase/(reduction)

Due to changes in average volume of interest‑earning assets

8,840,588

7,752,674

1,853,822

Due to changes in average interest rates

(1,189,817)

(3,110,028)

(1,385,988)

Net change

7,650,771

4,642,646

467,834

 

Banking

Interest and similar income increased by 6.2% from R$75,293 million in 2012 to R$79,936 million in 2013. This increase was largely due to a higher average volume of business, which had a positive impact of R$7,753 million on our results, particularly in interest and similar income from: (i) loans and advances to customers; (ii) assets pledged as collateral; (iii) loans and advances to banks; and (iv) financial assets available for sale, partially offset by changes in the average interest rates earned, negatively impacting the results by R$3,110 million, essentially due to the decrease in the average interest rate to loans and advances to customers.

Interest and similar income from loans and advances to customers increased by 2.1%, from R$47,675 million in 2012 to R$48,663 million in 2013. This increase is related to a 10.1% growth in the average balance of our portfolio of loans and advances to customers, from R$262,826 million in 2012 to R$289,305 million in 2013, positively impacting our interest and similar income, in the amount of R$4,600 million. The main reason for this increase is our strategic focus on housing loans, import/export financing, personal credit, and rural loans.

Interest and similar income originated from assets pledged as collateral increased by 40.5%, from R$9,090 million in 2012 to R$12,771 million in 2013. This variation reflects the 18.7% increase in the average volume of these operations, from R$94,668 million in 2012 to R$112,405 million in 2013, which positively impacted our interest and similar income, in the amount of R$1,861 million.

Interest and similar income from loans and advances to banks increased by 31.7%, from R$6,759 million in 2012 to R$8,898 million in 2013. This increase is related to a 36.6% growth in the average balance of our portfolio of loans and advances to banks, from R$76,014 million in 2012 to R$103,830 million in 2013, positively impacting our interest and similar income, in the amount of R$2,392 million.

 

Interest and similar income from financial assets available for sale increased by 22.2%, from R$2,916 million in 2012 to R$3,564 million in 2013. This increase was mainly due to a growth of 25.6% in the average balance of these operations, from R$32,788 million in 2012 to R$41,195 million in 2013, which contributed R$729 million to our results.

 

The increase in the interest and similar income was partially offset by the decrease in the revenue from financial assets held for trading, in the amount of R$2,116 million, mainly due to the reduction in the average volume of these assets, from R$58,372 million in 2012 to R$40,282 million in 2013.

 

The decrease in the interest and similar income, in the amount of R$ 3,110 million, due to changes in average interest rates, is primarily due to the reduction of the average rate earned from loans and advances to customers, from 18.1% in 2012 to 16.8% in 2013, due to the change in loan mix, partially offset by the increase in SELIC rate, from 7.25% in 2012 to 10.0% in 2013.

 

Insurance, pension plans and capitalization bonds

Our interest and similar income increased by 4.2%, from R$11,110 million in 2012 to R$11,578 million in 2013. This increase was mainly due to the growth in the average business volume, which contributed R$1,854 million to the results, basically due to the increase of: (i) 29.5% in the average balance of financial assets held for trading, positively impacting our revenues by R$803 million; (ii) 14.4% in the average balance of loans and advances to banks, positively impacting our revenues by R$558 million; and (iii) 13.4% in the average balance of the financial assets available for sale, increasing our revenues by R$466 million. These events were partially offset by the changes in the average interest rates, which impacted the results in R$1,386 million, largely due to the decrease in the average interest rate to loans and advances to banks, from 8.9% in 2012 to 6.2% in 2013.

130 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

 

Interest and similar expense

The tables below show the average balance of the main components of our interest-bearing liabilities and the average interest rates paid on them in 2013 and 2012, on a consolidated basis and by segment:

 

Consolidated

R$ in thousands, except %

As of December 31,

2013

2012

% Change

Average balance of interest‑bearing liabilities

 

 

 

Interbank deposits

671,404

471,502

42.4%

Savings deposits

73,307,137

62,758,934

16.8%

Time deposits

99,565,994

117,960,891

(15.6)%

Funding in the open market

182,981,063

152,443,947

20.0%

Borrowings and onlendings

49,273,352

47,408,499

3.9%

Funds from securities issued

52,476,783

50,848,755

3.2%

Subordinated debt

35,560,706

32,278,136

10.2%

Insurance technical provisions and pension plans

125,179,124

107,519,858

16.4%

Total

619,015,563

571,690,522

8.3%

Average interest rate paid

6.7%

6.9%

 

 

Segment

R$ in thousands, except %

Banking

Insurance, Pension Plans and Capitalization Bonds

2013

2012

% Change

2013

2012

% Change

Average balance of interest–bearing liabilities

 

 

 

 

 

 

Interbank deposits

671,404

471,574

42.4%

-

-

-

Savings deposits

73,307,137

62,758,934

16.8%

-

-

-

Time deposits

99,584,128

117,825,606

(15.5)%

-

-

-

Funding in the open market

237,777,033

197,363,060

20.5%

-

-

-

Borrowings and onlendings

49,273,352

47,408,499

3.9%

-

-

-

Funds from securities issued

52,550,531

50,848,755

3.3%

-

-

-

Subordinated debt

35,560,706

32,278,136

10.2%

-

-

-

Insurance technical provisions and pension plans

-

-

-

125,179,124

107,519,858

16.4%

Total

548,724,291

508,954,564

7.8%

125,179,124

107,519,858

16.4%

Average interest rate paid

7.0%

7.1%

 

4.8%

7.4%

 

 

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 and how much was attributable to changes in average interest rates (including the effects of the fluctuations in the real/U.S. dollar rate), in each case, for 2013 as compared to 2012:

 

 

R$ in thousands

Consolidated

Banking

Insurance, Pension Plans and Capitalization Bonds

2013/2012

Increase/(reduction)

Due to changes in average volume of interest‑bearing liabilities

3,734,964

3,338,459

1,164,226

Due to changes in average interest rates

(1,998,953)

(1,114,482)

(3,161,868)

Net change

1,736,011

2,223,977

(1,997,642)

 

Banking

Our interest and similar expenses increased by 6.2% from R$36,112 million in 2012 to R$38,336 million in 2013. This increase primarily reflects the 7.8% growth in the average volume of our interest-bearing liabilities, from R$508,955 million in 2012 to R$548,724 million in 2013, impacting the expenses by R$3,338 million, mainly due to the increase of 20.5% in the average balance of funding in the open market, impacting our expenses by R$3,333 million. The decrease in our expenses due to changes in the average interest rates, in the amount of R$1,114 million, reflects the lower average interest rates paid in the operations of: (i) time deposits, from 6.4% in 2012 to 5.9% in 2013, reducing our expenses by R$619 million; and (ii) borrowings and onlendings, from 5.0% in 2012 to 3.9% in 2013, reducing our expenses by R$501 million.

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Insurance, pension plans and capitalization bonds

Our interest and similar expenses decreased 25.0%, from R$7,986 million in 2012 to R$5,988 million in 2013. This decrease primarily reflects the reduction in the average interest rate, from 7.4% in 2012 to 4.8% in 2013, reducing our expenses in R$3,162 million, primarily reflecting the reduction of the IGP-M, from 7.8% in 2012 to 5.5% in 2013. This decrease was partially offset by the increase in the average balance of insurance technical provisions and pension plans, from R$107,520 million in 2012 to R$125,179 million in 2013, increasing our expenses by R$1,164 million.

 

Net impairment losses on loans and advances to customers – consolidated

In view of conceptual differences between net impairment losses on loans and advances to customers under BR GAAP and IFRS, and also for a better understanding of 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 %

2013

2012

% Change

Net Impairment losses on loans and advances

 

 

 

Banking - BR GAAP

(9,731,376)

(10,925,404)

(10.9)%

Accounting Pratices Diferences (IFRS x BR GAAP)

107,506

(525,979)

-

Consolidated- IFRS

(9,623,870)

(11,451,383)

(16.0)%

 

The total amount of net impairment losses on loans and advances to banks under BR GAAP is representative of the total amount of net impairment losses in a BR GAAP-consolidated basis that, in turn, is representative of the total amount of net impairment losses in an IFRS-consolidated basis, except for differences in accounting practices.

 

Main difference in accounting practices for net impairment losses on loans and advances

The main difference in accounting practices between BR GAAP, in accordance with CMN Resolution No. 2,682/99, and IFRS, in accordance with IAS 39, is the form of recognition and measurement of impairment of loans and advances. While the practice adopted by the Central Bank is a provision based on a mix of expected and incurred losses, in accordance with IFRS recognition and measurement of impairment is based on incurred losses. For more information, see “Item 4.B. Business Overview – Regulation and Supervision – Banking Regulations – Treatment of loans and advances”, and the note 3.1 to our financial statements in “Item 18. Financial Statements”.

 

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Form 20-F

The following table shows changes in our impairment of loans and advances, net impairment losses on loans and advances, loans recovered and loan charge-offs for the years ended 2013 and 2012, 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:

 

As of December 31,

R$ in thousands, except %

2013

2012

% Change

Impairment of loans and advances at the beginning of the year

19,914,294

17,551,042

13.5%

Net impairment losses on loans and advances

9,623,870

11,451,383

(16.0)%

Loan recoveries

3,640,014

2,986,639

21.9%

Loan charge‑offs

(13,319,944)

(12,074,770)

10.3%

Impairment of loans and advances at the end of the year

19,858,234

19,914,294

(0.3)%

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

3.3%

4.4%

 

 

The balance of our impairment of loans and advances to customers decreased by 0.3% from R$19,914 million in 2012 to R$19,858 million in 2013. This decrease was mainly due to the: (i) increase of 13.3% in the balance of our operations classified as neither past due nor impaired, (ii) decrease in delinquencies, evidenced by our level of loans and advances to customers that are overdue for more than 90 days, from 4.2% in 2012 to 3.5% in 2013; and (iii) change in our mix of loans and advances portfolio, which basically impacted the following products: (a) vehicles, whose allocated impairment went from R$3,231 million in 2012 to R$2,299 million in 2013, representing 0.7% of our interest-earning loans and advances to customers, whereas in 2012 it represented 1.2%; (b) personal credit, whose allocated impairment decreased from R$3,410 million in 2012 to R$2,893 million in 2013, representing 0.9% of our interest-earning loans and advances to customers, whereas in 2012 it represented 1.2%; and (c) credit cards, in respect of which impairment decreased from R$3,113 million in 2012 to R$3,073 million in 2013, reaching a 1.0% share of interest-earning loans and advances to customers as opposed to 1.2% in 2012.

Loans and advances to customers neither past due nor impaired increased by 13.3%, from R$253,317 million in 2012 to R$287,052 million in 2013, of which 98.7% were rated "low risk.”

Calculations of impairment of loans and advances include: (i) an individual analysis of impaired loans and advances to customers; and (ii) an analysis of losses on loans and advances to customers not individually relevant, as follows:

 

As of December 31,

R$ in thousands, except %

2013

2012

% Change

Impaired loans and advances to customers

774,795

1,122,674

(31.0)%

Losses on loans and advances to customers not individually relevant

19,083,439

18,791,620

1.6%

Total

19,858,234

19,914,294

(0.3)%

 

The decrease of 16.0% in net impairment losses on loans and advances is related to an improvement in the delinquency ratio, from 4.2% in 2012 to 3.5% in 2013, as well as a change in product mix. Loan recoveries and charge-offs increased by 21.9% and 10.3% respectively, when compared to 2012.

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, decreased from 3.3% in 2012 to 3.2% in 2013. In 2013, impairment of loans and advances as a percentage of loans and advances to customers was 6.1%, which we believe is a comfortable margin based on our experience of historical loan loss levels in our portfolio.

Loans to individuals increased by 13.8% from R$112,989 million in 2012 to R$128,636 million in 2013, mainly due to the following products: (i) housing loans; (ii) credit card; and (iii) personal credit.

Loans and advances to corporate customers, increased by 11.0% from R$175,946 million in 2012 to R$195,344 million in 2013, mainly due to the following products: (i) housing loans – company plan; (ii) working capital; and (iii) export/import financing.

We believe that our current impairment of loans and advances is sufficient to cover probable losses associated with our portfolio.

 

 

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Non-interest income

The following tables show, on a consolidated basis and by segment, the principal components of our non-interest income for 2013 and 2012.

 

Consolidated

R$ in thousands, except %

For the year ended December 31,

2013

2012

% Change

Net fee and commission income

14,499,682

12,720,740

14.0%

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

(5,790,089)

2,110,112

-

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

(6,100,782)

1,895,974

-

Premiums retained from insurance and pension plans

44,887,215

40,176,745

11.7%

Equity in the earnings of associates and joint ventures

1,062,687

980,212

8.4%

Other non-interest income

10,544,171

8,512,597

23.9%

Total

59,102,884

66,396,380

(11.0)%

 

Segment

R$ in thousands, except %

Banking

Insurance, Pension Plans and Capitalization Bonds

2013

2012

% Change

2013

2012

% Change

Net fee and commission income

15,639,215

13,885,450

12.6%

1,264,869

1,233,278

2.6%

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

(4,100,749)

1,095,588

-

(1,914,579)

(6,689)

-

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

(3,880,575)

(455,476)

752.0%

(2,526,016)

2,418,373

-

Premiums retained from insurance and pension plans

-

-

-

44,887,215

40,176,745

11.7%

Equity in the earnings of associates and joint ventures

1,031,280

752,353

37.1%

31,151

108,302

(71.2)%

Other non-interest income

5,173,846

3,876,321

33.5%

5,817,205

4,969,783

17.1%

Total

13,863,017

19,154,236

(27.6)%

47,559,845

48,899,792

(2.7)%

 

Banking

Our non-interest income decreased by 27.6%, from R$19,154 million in 2012 to R$ 13,863 million in 2013. This decrease was mainly due to: (i) net losses from financial assets and liabilities available for sale, from R$455 million as of December 31, 2012 to R$3,881 million as of December 31, 2013, which was principally due to the adjustment of rates to market value of the available-for-sale NTNs (National Treasury Notes), by trading these securities in the market; and (ii) net losses from financial assets and liabilities held for trading, from gains of R$1,096 million as of December 31, 2012 to losses of R$4,101 million as of December 31, 2013, largely due to the income obtained from fixed income securities. These effects were partially offset by the increase of: (i) 12.6% in net fee and commission income, driven by an increase of: (a) 21.7% in revenues from credit cards, with an increase of 15.4% in billings, which reached R$119,407 million in 2013; (b) 11.2% in revenues related to checking accounts, primarily due to the expansion of our customer base, which net increase represented 707,000 active checking account holders; and the increase of the services portfolio to our customers and the realignment of fees; (c) 17.8% in revenues from consortium management, due to the increase in: received bids, average ticket size and sales of new quotas, increasing from 736,000 active quotas as of December 31, 2012 to 924,000 active quotas as of December 31, 2013; and (d) 18.5% in revenue from guarantees pledged, due to the increase of R$7,676 million, or 12.8%, in the balance of financial guarantees that we mostly offer to our corporate customers; and (ii) 33.5% in other non-financial revenues deriving from results obtained from the adhesion to a program for payment in installments and sight payment of tax debts - REFIS, in the amount of R$1,950 million.

 

Insurance, pension plans and capitalization bonds

Our non-interest income decreased by 2.7%, from R$48,900 million in 2012 to R$47,560 million in 2013. This was due mainly to: (i) net gains on financial assets available for sale, from gains of R$2,418 million in 2012 to losses of R$2,526 million in 2013, principally due to the adjustment of rates to market value of the available-for-sale NTNs, by trading these securities in the market; and (ii) net losses on financial assets and liabilities held for trading, from R$7 million in 2012 to R$1,915 million in 2013, basically due to the income obtained from fixed income securities; partially offset by: (iii) a 11.7% increase in retained insurance premiums and pension plans income, from R$40,177 million in 2012 to R$44,887 million in 2013, mainly due to: (a) an increase in insurance written premiums from R$37,899 million in 2012 to R$42,226 million in 2013; and (b) an increase in revenues from pension plan contributions, from R$3,273 million in 2012 to R$3,584 million in 2013.

 

 

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Form 20-F

Main differences between balances by segment and consolidated balances

In addition to the above explanations, we highlight below the main 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, 2013:

·      Net fee and commission income: the difference of R$2,404 million refers to: (i) the effective interest rate method in the amount of R$1,242 million; and (ii) eliminations and adjustments of other operations in the amount of R$1,162 million;

·      Net gains (losses) on financial assets held for trading: The adjustment in the amount of R$225 million was mainly due to: (i) adjustment of cash flow hedge, in the amount of R$285 million; (ii) the consolidation of exclusive funds in the amount of R$550 million; and offset by: (iii) the effect of exchange-rate variation on our financial assets held for trading in the amount of R$598 million; and

·      Net gains (losses) on financial assets available for sale: The adjustment in the amount of R$306 million, was mainly due to lower impairment charges in our portfolio of shares, in the amount of R$280 million in 2013.

 

Non-interest expense

The following tables show, on a consolidated basis and by segment, the principal components of our non-interest expense for 2013 and 2012:

 

Consolidated

R$ in thousands, except %

For the year ended December 31,

2013

2012

% Change

Personnel expenses

(12,354,418)

(11,559,002)

6.9%

Administrative expenses

(12,151,537)

(11,803,989)

2.9%

Depreciation and amortization

(2,740,830)

(2,488,182)

10.2%

Changes in the insurance technical provisions and pension plans

(20,001,807)

(23,326,101)

(14.3)%

Retained claims

(15,484,691)

(13,123,833)

18.0%

Selling expenses for insurance and pension plans

(2,467,037)

(2,313,795)

6.6%

Net gains/(losses) on foreign currency transactions

(1,093,597)

(1,087,595)

0.6%

Other non-interest expense

(18,166,411)

(17,186,775)

5.7%

Total

(84,460,328)

(82,889,272)

1.9%

 

Segment

R$ in thousands, except %

Banking

Insurance, Pension Plans and Capitalization Bonds

2013

2012

% Change

2013

2012

% Change

Personnel expenses

(11,200,617)

(10,586,643)

5.8%

(1,092,479)

(1,017,702)

7.3%

Administrative expenses

(12,068,420)

(11,592,512)

4.1%

(1,102,065)

(932,226)

18.2%

Depreciation and amortization

(2,625,748)

(1,459,721)

79.9%

(180,381)

(114,214)

57.9%

Changes in the insurance technical provisions and pension plans

-

-

-

(20,001,807)

(23,326,101)

(14.3)%

Retained claims

-

-

-

(15,484,691)

(13,123,833)

18.0%

Selling expenses for insurance and pension plans

-

-

-

(2,468,101)

(2,314,815)

6.6%

Net gains/(losses) on foreign currency transactions

(1,093,597)

(1,589,833)

(31.2)%

-

-

-

Other non-interest expense

(11,330,532)

(14,226,902)

(20.4)%

(6,784,204)

(5,345,229)

26.9%

Total

(38,318,914)

(39,455,611)

(2.9)%

(47,113,728)

(46,174,120)

2.0%

 

Banking

Our non-interest expenses decreased by 2.9%, from R$39,456 million in 2012 to R$38,319 million in 2013. This decrease was mainly the result of a 20.4% decrease in other non-interest expenses from R$14,227 million as of December 31, 2012 to R$11,331 million as of December 31, 2013, mainly due to: (i) the full amortization of the goodwill of BERJ, in the amount of R$1,156 million; and (ii) the recognition of losses related to intangible assets – acquisition of bank services in the amount of R$527 million (both of these events occurred in 2012). This fall was mainly offset by: (i) an increase of 5.8% in personnel expenses from R$10,587 million on December 31, 2012 to R$11,201 million on December 31, 2013, due to: (a) an increase in expenses from proceedings, payroll charges and benefits as a result of increase in salaries, in conformity with 2012 and 2013 collective agreements; and (b) higher expenses from provisions for labor lawsuits and profit sharing; and (ii) a 4.1% increase in administrative expenses, mainly resulting from: (a) a chain expansion of 3,819 additional service points, totaling 72,736 points; (b) contract adjustments below IPCA and IGP-M inflation rates in the last 12 months, which reached 5.9% and 5.5%, respectively.

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Insurance, pension plans and capitalization bonds

Our non-interest expense increased by 2.0%, from R$46,174 million in 2012 to R$ 47,113 million in 2013. This increase was mainly due to increases of (i) 26.9% increase in other non-financial expenses; (ii) 18.0% in retained claims, mainly in health insurance; and (iii) 18.2% in administrative expenses. Such increases were partially offset by the 14.3% reduction in our expenses from variation of insurance and pension plan technical provisions from R$23,326 million in 2012 to R$20,002 million in 2013, deriving from compliance with SUSEP Circular letter no. 462/13 by the Grupo Bradesco Seguros that resulted in the adoption of “Term Structure of Risk-free Interest Rates – ETTJ” as discount rate of actuarial liability flow that caused net reversal of a portion of the technical provisions balance, in the amount of R$2,572 million.

 

Income tax and social contribution

Income tax in Brazil consists of federal income taxes and the social contribution tax on adjusted income. See "Item 5.A. Operating Results-Overview-Taxes." The combined rate of these two taxes was 34.0% up to April 2008. As of May 2008, the combined rate increased to 40.0%, due to the raise of social contribution tax on adjusted net income, from 9.0% to 15.0%. Our income tax expenses are composed of current income tax and deferred tax. Certain amounts of income and expenses are recognized in our statement of income, as required by Brazilian tax regulations but might not compose our taxable basis, as foreign exchange variation gains and losses, which are neither taxable income nor deductible expenses, respectively.

We prepare segment information to enable our Management to assess performance and make decisions on allocating funds for investments and other purposes. Income and social contribution taxes, as required by current Brazilian regulations, are calculated for each legal entity and reported on a consolidated basis. Accordingly, there is no direct relationship with the presentation by segment. Management’s decisions for tax purposes, are based on an analysis by legal entity and on a consolidated basis; accordingly, management considered the consolidated data, which was discussed and analyzed, as the relevant disclosure for their decision-making.

Income tax and social contribution expenses decreased from R$4,090 million in 2012 to R$1,833 million in 2013. This variation was primarily due to: (i) the decrease in gross income, which went from R$15,445 million in 2012 to R$14,319 million in 2013; (ii) the greater tax effect of foreign exchange variation of investments abroad, which went from R$727 million in 2012 to R$1,320 million in 2013; (iii) the recognition of tax credits in the amount of R$462 million in 2013; and (iv) the greater effect of net non-deductible expenses of non-taxable revenues, which went from negative adjustment of R$503 million to a positive adjustment of R$326 million, mainly due to adhesion to the program for payment in installments and sight payment of tax debts – REFIS in 2013. For more information on Income and social contribution taxes, see Note 17 to our consolidated financial statements in “Item 18. Financial Statements.”

The effective rate of taxation as a percentage of our income before income and social contribution taxes, varied from an expense of 26.5% in 2012 to an expense of 12.8% in 2013.

 

Net Income

As a result of the above, our net income attributable to controlling shareholders increased by 9.8%, from R$11,292 million in 2012 to R$12,396 million in 2013. Our net income for the year increased by 10.0%, from R$11,352 million in 2012 to R$12,486 million in 2013.

 

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 income from financial operations 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, 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.

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We monitor our asset and liability position in accordance with Central Bank requirements and guidelines. Our management's Treasury Committee meets on a weekly basis to:

·      present and discuss our transactions conducted during the previous week;

·      present exposure for each item of our portfolio, to factors such as fixed rates, variable rates, foreign currency and exchange rates;

·      set exposure limits based on our evaluation of the risks presented by our currency, term and rate gap positions and current market volatility levels;

·      determine asset allocation and funding policies; and

·      make decisions on the maturity term structure of our assets and liabilities.

In making such decisions, our Senior Management evaluates 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. It also considers other potential risks, as well as market liquidity, our institutional needs and perceived opportunities for gains. The committee holds special meetings as required in response to unexpected macroeconomic changes.

In addition, our senior management receive daily reports on our mismatched and open positions, while the Treasury Committee assesses our risk position weekly.

 

Liquidity and funding

We have policies, procedures, metrics and limits in place aimed at controlling liquidity risks. The components of our Minimum Liquidity Reserve 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. It is also responsible for setting rates for our different products, including exchange and interbank transactions. The 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.

 

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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 %

2014

2013

2012

Average balance

% of total

Average rate

Average balance

% of total

Average rate

Average balance

% of total

Average rate

Interest‑bearing liabilities

 

 

 

 

 

 

 

 

 

Interbank deposits

695,132

0.1%

12.4%

671,404

0.1%

9.4%

471,502

0.1%

10.3%

Savings deposits

84,921,694

10.7%

6.4%

73,307,137

9.8%

5.6%

62,758,934

9.1%

5.8%

Time deposits

91,990,788

11.6%

7.0%

99,565,994

13.3%

5.9%

117,960,891

17.2%

6.4%

Funding in the open market

192,967,597

24.3%

9.9%

182,981,063

24.4%

9.1%

152,443,947

22.2%

7.7%

Borrowings and onlendings

56,123,972

7.1%

3.2%

49,273,352

6.6%

3.9%

47,408,499

6.9%

5.0%

Funds from securities issued

69,849,843

8.8%

9.6%

52,476,783

7.0%

6.9%

50,848,755

7.4%

6.8%

Subordinated debt

35,826,626

4.5%

10.6%

35,560,706

4.7%

8.8%

32,278,136

4.7%

8.9%

Insurance technical provisions and pension plans

136,308,516

17.1%

7.6%

125,179,124

16.7%

4.8%

107,519,858

15.7%

7.4%

Total interest‑bearing liabilities

668,684,168

84.1%

8.1%

619,015,563

82.4%

6.7%

571,690,522

83.3%

6.9%

Non‑interest‑bearing liabilities

 

 

 

 

 

 

 

 

 

Demand deposits

35,138,920

4.4%

-

36,876,193

4.9%

-

33,138,109

4.8%

-

Other non‑interest‑bearing liabilities

91,429,077

11.5%

-

95,039,096

12.7%

-

81,203,950

11.8%

-

Total non‑interest‑bearing liabilities

126,567,997

15.9%

 

131,915,289

17.6%

 

114,342,059

16.7%

 

Total liabilities

795,252,165

100.0%

6.8%

750,930,852

100.0%

5.5%

686,032,581

100.0%

5.8%

 

Deposits are our most important source of funding, accounting for 26.8% of average total liabilities in 2014, compared to 28.0% in 2013 and 31.2% in 2012. Our deposits balance over these years progressed in the following manner:

· In 2013, the average balance of our deposits decreased by 1.8% against 2012 primarily due to a 15.6% drop in the average balance of our time deposits, which was partially offset by an increase of 16.8% in the average balance of our savings deposits; and

· In 2014, the average balance of our deposits increased by 1.1% against 2013 primarily due to a 15.8% increase in the average balance of our savings deposits, which was partially offset by: (i) a 7.6% decrease in the average balance of our time deposits; and (ii) a 4.7% decrease in the average balance of our demand deposits.

Funding in the open market, borrowings and onlendings and funds from securities issued are the main sources of funding, accounting for 40.1% of total average liabilities in 2014, compared to 37.9% in 2013 and 36.5% in 2012.

The following table shows our sources of funding and liquidity as of December 31, 2014:

 

December 31, 2014

R$ in thousands

% of total

Interbank deposits

641,205

0.1%

Savings deposits

92,154,815

10.9%

Time deposits

85,790,391

10.1%

Funding in the open market

219,359,890

25.9%

Borrowings and onlendings

58,998,135

7.0%

Funds from securities issued

85,030,399

10.0%

Subordinated debt

35,821,666

4.2%

Insurance technical provisions and pension plans

146,559,220

17.3%

Total interest-bearing liabilities

724,355,721

85.4%

Demand deposits

33,027,296

3.9%

Other non‑interest‑bearing liabilities

90,776,194

10.7%

Total non‑interest‑bearing liabilities

123,803,490

14.6%

Total liabilities

848,159,211

100.0%

 

Deposits

Deposits accounted for 24.9% of total liabilities as of December 31, 2014. Our deposits consist primarily of real-denominated, interest-bearing time and savings deposits and real-denominated, non-interest-bearing demand deposits. The increase in the average balance of our savings deposits from 2013 to 2014 was mainly due to the larger volume of funding, while the decrease in the average balances of our time deposits and demand deposits was a reflection of the new investment opportunities available to our clients. For additional information regarding our deposits, see "Item 4.B. Business Overview-Selected Statistical Information-Maturity of deposits."

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Form 20-F

 

Funding in the open market

Funding in the open market consist mainly of funds we obtained from banks in the market by selling securities with agreements to repurchase. As of December 31, 2013, we had funding in the open market in the amount of R$185,055 million, an increase of R$9,409 million compared to December 31, 2012. As of December 31, 2014, we had funding in the open market in the amount of R$219,360 million, an increase of R$34,305 million compared to December 31, 2013. Growth shown for these periods reflects the increases in our business volume.

 

Borrowings

Borrowings consist primarily of funding from lines 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.

Our credit facilities could be impacted by various factors, including rating downgrades, fluctuations in Brazilian exchange rates and base interest rates, increased rates of inflation, currency devaluations and adverse developments in the Brazilian and world economies. For a further discussion of risks that could have an adverse effect on our credit facilities, see "Item 3.D. Risk Factors-Macroeconomic risks" and "Item 3.D. Risk Factors-Risks relating to Bradesco and the Brazilian banking industry."

As of December 31, 2013, we had borrowings amounting to R$15,231 million, an increase of R$7,120 million in relation to December 31, 2012. Borrowings increased due to a higher volume of transactions and the depreciation of 14.6% of the Brazilian real against the U.S. dollar.

As of December 31, 2014, we had borrowings amounting to R$15,219 million, which remained stable when compared to 2013. For additional information on our borrowings, see "Item 4.B. Business Overview-Selected Statistical Information."

 

Onlendings

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, 2013, the amount of our onlendings totaled R$40,864 million and reflected an increase of R$4,789 million compared to December 31, 2012. The increase in our onlendings was mainly due to an increase of R$4,896 million in our funding for FINAME onlendings in Brazil partially offset by the balance of funding related to BNDES operations, in the amount of R$125 million.

As of December 31, 2014, the amount of our onlending totaled R$43,780 million and reflected an increase of R$2,916 million compared to December 31, 2013. The increase in our onlendings was mainly due to an increase of: (i) R$1,566 million in our FINAME onlendings in Brazil; and (ii) R$1,301 miliion in the volume of our onlendings abroad.

 

Funds from securities issued

Funds from securities issued mainly consist of: (i) financial notes (letras financeiras); (ii) real estate credit notes; (iii) agribusiness notes (letras de agronegócio); and (iv) Euronotes.

As of December 31, 2013, our funds from securities issued totaled R$57,883 million reflecting an increase of R$6,331 million from December 31, 2012. The increase in our funds from securities issued was mainly due to increases: (i) of R$6,979 million in funds from the issue of financial notes; (ii) of R$1,766 million in real estate credit notes; partially offset by (iii) a lower volume of operations abroad, in the amount of R$2,677 million.

As of December 31, 2014, our funds from securities issued totaled R$85,030 million, reflecting an increase of R$27,147 million from December 31, 2013. The increase in our funds from securities issued was mainly due to the increase of: (i) R$19,753 million in funds from issue of financial notes; (ii) R$5,867 million in real estate credit notes; (iii) R$4,200 million from issue of agribusiness notes and; partially offset by (iv) a lower volume of operations abroad, in the amount of R$2,733 million.

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Central Bank compulsory deposits

The Central Bank requires us, as a financial institution, either to deposit a determined amount of funds with the Central Bank or to purchase and hold Brazilian federal treasury securities. We cannot use these compulsory deposits for any other purpose. The Central Bank determines the interest to be paid on these deposits, if any. For more information on compulsory deposit requirements, see "Item 4.B. Business Overview-Deposit-taking activities."

As of December 31, 2013, the balance of our compulsory deposits increased 15.5%, from R$47,952 million as of December 31, 2012 to R$55,381 million as of December 31, 2013, mainly due to an increase of our average volume of savings deposits.

As of December 31, 2014, the balance of our compulsory deposits decreased 8.0%, from R$55,381 million as of December 31, 2013 to R$50,925 million as of December 31, 2014, mainly due to a decrease of our average volume of time and demand deposits.

 

Sources of additional liquidity

In certain limited circumstances, we may obtain emergency funds from the Central Bank through a transaction referred to as "redesconto." A redesconto is a loan from the Central Bank to a financial institution, which is guaranteed by Brazilian government securities owned by the financial institution. The amount of federal government securities held by the financial institution as trading assets limits the amount of the redesconto transaction. We have never obtained funds from the Central Bank through "redesconto" transactions for liquidity purposes. As of December 31, 2014, we had R$35,015 million available in Brazilian government securities as financial assets held for trading that could be used for this purpose.

 

Cash flow

In 2014, 2013 and 2012, our cash flow was basically affected by our business strategy and alterations in the Brazilian economic environment. The following table shows the principal variations in cash outflows during the periods indicated:

 

For the year ended December 31,

R$ in thousands

2014

2013

2012

Net cash provided by (used in) operating activities

81,417,349

99,832,509

51,474,601

Net cash provided by (used in) investing activities

(3,443,356)

(23,186,678)

(44,750,648)

Net cash provided by (used in) financing activities

8,999,501

(6,375,062)

3,850,139

Net increase (decrease) in cash and cash equivalents

86,973,494

70,270,769

10,574,092

 

2014

In 2014, we had a net increase of R$86,973 million in cash and cash equivalents due to net cash from operating activities, in the amount of R$81,417 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 basically 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 basically resulted from (i) 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.

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Form 20-F

 

2013

In 2013, we had a net increase of R$70,271 million in cash and cash equivalents due to net cash from operating activities, in the amount of R$99,833 million. This increase was caused by net cash being used for our investing activities, in the amount of R$23,187 million and in our financing activities, in the amount of R$6,375 million.

In 2013, cash from our operating activities resulted primarily from: (i) decrease in loans and advances to banks in the amount of R$87,999 million; (ii) net increase in funds from financial institutions and customers in the amount of R$57,119 million; and (iii) receipt/payment of interest, in the net amount of R$22,468 million. These events were partially offset by an increase in loans and advances to customers in the amount of R$95,688 million.

The cash used in our investing activities resulted basically from: (i) the disposal and acquisition of financial assets available for sale, in the net amount of R$26,434 million; and (ii) the acquisition of property, equipment and intangible assets in the amount of R$3,696 million. The aforementioned events were partially offset by interest received in the amount of R$4,720 million.

The cash used in our financing activities basically resulted from (i) the payment of funds from securities issued in the amount of R$38,525 million; (ii) payments of interest on equity and dividends in the amount of R$ 4,363 million; (iii) interest paid, in the amount of R$5,923 million and (iv) the payment of subordinated debt, in the amount of R$1,762 million. The aforementioned events were partially offset by the cash generated by funds from securities issued in the amount of R$43,567 million.

 

2012

In 2012, we had a net increase of R$10,574 million in cash and cash equivalents due to net cash from: (i) operating activities, in the amount of R$51,474 million; and (ii) financing activities, in the amount of R$3,850 million. These increases in our net cash were impacted by net cash being used for our investing activities, in the amount of R$44,751 million.

In 2012, cash from our operating activities resulted primarily from: (i) decrease in compulsory deposits in the Central Bank, in the amount of R$23,203 million; (ii) interest received in the amount of R$66,905 million; (iii) net increase in funds from financial institutions and customers, in the amount of R$37,598 million; and (iv) decrease in financial assets held for trading, in the amount of R$23,176 million. The aforementioned events were basically impacted by the growth in loans and advances to customers and banks, in the amount of R$132,388 million.

The cash generated by our financing activities basically resulted from an increase of: (i) R$24,448 million in funds from securities issued; and (ii) R$12,998 million from issue of subordinated debt. These events were partially offset by: (i) the payment of funds from securities issued in the amount of R$19,956 million; (ii) the payment of subordinated debt, in the amount of R$4,494 million; (iii) interest paid in the amount of R$5,261 million; and (iv) payments of interest on equity and dividends, in the amount of R$3,839 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 basically 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 least 4.5%; (ii) a Tier I capital ratio of at least 6%; and (iii) a minimum total capital ratio of 8%.

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. 

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In addition to new definitions of capital and minimum requirements, two more requirements were introduced: "conservation capital" and "countercyclical capital." Conservation capital will be supplementary to the regulatory minimum requirements and consist of components accepted for calculating common equity. Its purpose is to have financial institutions upgrade their ability to absorb losses above the minimum required in favorable periods of the economic cycle, so that the added capital may be used as a buffer in times of stress.

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 of January 1, 2018 there is to be a minimum requirement for the leverage ratio, which was originally set at 3%.

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 (1) for the LCR as of January 1, 2015 and the NSFR as of January 1, 2018. 

In January, 2011, the Basel Committee on Banking Supervision 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 will be gradually deducted from capital measurement for a period of ten years as of 2013.

Brazil has been a member of the Basel Committee on Banking Supervision 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.

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 schedule that was originally proposed by the Central Bank began on January 1, 2013. However, this was postponed to March 1, 2013 and its final application remained on January 1, 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. 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 RC.

In March 2013 the Central Bank published four (4) Resolutions and fifteen (15) Circulars, by way of which it implemented the recommendations from the Basel Committee on Banking Supervision. 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 Central Bank Resolution No. 4,192/13, amended by Resolution No. 4,311/14, the RC of a financial institution consists of Tier I Capital plus Tier II Capital and is used when setting is 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.

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 a conservation capital buffer, called Additional Common Equity by the aforementioned ruling, which must be set up from January to December 2016, by when it should have the lower limit of 0.625% and the upper limit of 1.25% of risk-weighted assets. In December 2014, the Central Bank established the value of the counter-cyclical portion of the “Additional Common Equity” that will be required as from January 1, 2016 at zero.

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By the end of the transitional period in 2019, additional Common Equity will have to be 2.5% to 5% of risk-weighted assets, with the amount to be determined by the Central Bank depending on economic conditions. In 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) of 11.0% or more of total RWA (Basel ratio) calculated using specific criteria determined by the Central Bank. The calculation of the Regulatory capital is subject to various deductions, including weighting factors that vary according to the nature of the asset. On December 31, 2014, our Basel ratio was 16.5% of total RWA, which is higher than the 11.0% level required by the Central Bank.

The following table shows our capital positions as a percentage of total risk-weighted assets.

 

As of December 31,

In %

Basel III (1)
Financial
Consolidated

Basel II
Economic-Financial Consolidated

2014

2013

2012

Tier I Capital

12.9%

12.3%

11.0%

Common Equity

12.9%

12.3%

-

Tier II Capital

3.6%

4.3%

5.1%

Total Ratio

16.5%

16.6%

16.1%

(1) As of October 2013, capital is calculated based on 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 and 2014, which replaces CMN Resolution No. 3,444/07, provides for a new methodology to calculate Regulatory Capital. 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. The ratios disclosed for 2012 have been maintained but are not directly comparable due to the change in criteria under new resolution.

In February 2015, the CMN issued a resolution addressing the definition and minimum limits of the Liquidity Coverage Ratio (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.

 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, with a monthly calculation being admitted up to December 31, 2016.

Also in February 2015, the Central Bank issued a Circular addressing the Leverage Ratio (LR) calculation methodology, remittance to the Central Bank and disclosure of this respective information. This Circular, which will become effective on October 1, 2015, is in line with Basel III recommendations. The LR is defined as the ratio between Tier I capital and the total exposure of the institution. The LR is primarily aimed at preventing the excessive leverage of financial institutions, and the resulting increase of the systemic risk. For Prudential Conglomerate institutions, the LR should be calculated on a consolidated basis.

 

Capital Management

The Capital Management structure aims at providing conditions to the follow-up and control of capital, thus contributing to the achievement of the strategic goals established by the Organization, through the accurate planning of the capital sufficiency. This structure comprises Executive Committees and a Non-Statutory Committee, which support the Board of Directors and the Diretoria Executiva in the decision- making process.

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In addition to these Committees, the Organization has an area responsible for centralizing the capital management, named Capital Management and ICAAP, reporting to the Planning, Budget and Control Department, which operates together with the Integrated Risk Control Department, affiliated companies, business areas and a number of supporting areas of the Organization.

The capital plan is prepared on an annual basis, and is approved by the Diretoria Executiva and the Board of Directors. The capital plan is aligned with the strategic planning and comprehends a prospective vision of at least three years. 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 the Organization. These projections are continually monitored and controlled by the capital management area.

With the implementation of the capital management structure, an internal capital adequacy assessment process (ICAAP) was also established, providing conditions for assessing capital sufficiency. It takes into account base and stress scenarios, with a prospective vision to identify capital and contingency measures to be adopted for the respective scenarios. Information on capital sufficiency and adequacy is an important management and support tool in the decision-making process.

 

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. Our Treasury Committee reviews our positions at least weekly and changes our positions as market outlooks change.

 

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The following table shows the maturities of our interest-earning assets and interest-bearing liabilities as of December 31, 2014 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.

 

December 31, 2014

R$ in thousands, except %

Up to 30 days

31 – 180 days

181 – 360 days

1 – 5 years

Over 5 years

Indefinite

Total

Interest‑earning assets

 

 

 

 

 

 

 

Financial assets held for trading

10,748,585

10,068,200

3,573,648

25,648,186

9,727,600

12,336,964

72,103,183

Financial assets available for sale

48,622,441

2,805,961

1,094,808

20,491,801

42,117,479

-

115,132,490

Investments held to maturity

251,847

-

-

2,957,798

21,861,386

-

25,071,031

Assets pledged as collateral

134,356,223

2,348,240

44,883

8,554,067

7,309,276

-

152,612,689

Loans and advances to banks

59,578,452

5,994,985

1,922,751

5,478,431

-

-

72,974,619

Loans and advances to customers (1)

30,455,706

36,569,229

34,945,627

51,360,094

155,920,680

25,165,963

334,417,299

Central Bank compulsory deposits

44,261,807

-

-

-

-

-

44,261,807

Other assets

-

-

-

-

622,134

-

622,134

Total interest‑earning assets

328,275,061

57,786,615

41,581,717

114,490,377

237,558,555

37,502,927

817,195,252

Interest‑bearing liabilities

 

 

 

 

 

 

 

Deposits from banks (2)

155,149,151

51,898,510

18,295,238

48,706,320

4,950,011

-

278,999,230

Savings deposits (3)

92,154,815

-

-

-

-

-

92,154,815

Time deposits

15,764,153

19,522,530

5,655,603

44,848,105

-

-

85,790,391

Funds from securities issued

3,193,907

25,211,737

18,296,364

36,970,980

1,357,411

-

85,030,399

Subordinated debt

182,774

773,767

1,905,575

23,771,494

9,188,056

-

35,821,666

Insurance technical provisions and pension plans (3)

119,595,531

2,731,627

887,115

23,344,947

-

-

146,559,220

Total interest‑bearing liabilities

386,040,331

100,138,171

45,039,895

177,641,846

15,495,478

-

724,355,721

Asset/liability gap

(57,765,270)

(42,351,556)

(3,458,178)

(63,151,469)

222,063,077

37,502,927

92,839,531

Cumulative gap

(57,765,270)

(100,116,826)

(103,575,004)

(166,726,473)

55,336,604

92,839,531

-

Ratio of cumulative gap to total interest‑earning assets

(7.1)%

(12.3)%

(12.7)%

(20.4)%

6.8%

11.4%

 

(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 in reais. 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, 2014 our net foreign currency liability exposure, considering off-balance-sheet derivative financial instruments, was R$32,506 million, or 39.5% 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.

 

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As of December 31, 2014, 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 in reais but 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.

 

December 31, 2014

R$ in thousands, except %

R$

Foreign currency

Total

Foreign currency as % of total

Assets

 

 

 

 

Cash and balances with banks

61,586,903

3,843,397

65,430,300

5.9%

Financial assets held for trading

 

 

 

 

Less than one year

25,329,036

1,350,467

26,679,503

5.1%

From one to five years

26,971,398

420,464

27,391,862

1.5%

More than five years

9,848,856

267,455

10,116,311

2.6%

Indefinite

14,310,635

-

14,310,635

-

Financial assets available for sale

 

 

 

 

Less than one year

50,768,793

1,754,417

52,523,210

3.3%

From one to five years

19,857,160

634,641

20,491,801

3.1%

More than five years

40,721,044

1,396,435

42,117,479

3.3%

Indefinite

5,829,244

-

5,829,244

-

Investments held to maturity

 

 

 

 

Less than one year

251,847

-

251,847

-

From one to five years

2,918,924

38,874

2,957,798

1.3%

More than five years

21,861,386

-

21,861,386

-

Assets pledged as collateral

145,091,741

7,520,948

152,612,689

4.9%

Loans and advances to banks

72,143,807

830,812

72,974,619

1.1%

Loans and advances to customers

 

 

 

 

Less than one year

155,593,295

18,564,820

174,158,115

10.7%

From one to five years

114,744,746

14,231,416

128,976,162

11.0%

More than five years

20,687,331

4,242,396

24,929,727

17.0%

Non-current assets available for sale

1,006,461

-

1,006,461

-

Investments in associated companies and joint ventures

3,983,780

-

3,983,780

-

Property and equipment, net of accumulated depreciation

4,684,948

15,570

4,700,518

0.3%

Intangible assets and goodwill, net of accumulated amortization

7,504,490

25,425

7,529,915

0.3%

Taxes to be offset

6,097,459

32,732

6,130,191

0.5%

Deferred income tax assets

28,146,980

241,203

28,388,183

0.8%

Other assets

 

 

 

 

Less than one year

14,948,966

8,675,801

23,624,767

36.7%

From one to five years

10,104,348

25,074

10,129,422

0.2%

More than five years

972,078

373,013

1,345,091

27.7%

Total

865,965,656

64,485,360

930,451,016

6.9%

Percentage of total assets

93.1%

6.9%

100.0%

 

 

146 Form 20-F – December 2014


 
 

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Form 20-F

 

December 31, 2014

R$ in thousands, except %

R$

Foreign currency

Total

Foreign currency as % of total

Liabilities and Shareholders' Equity

 

 

 

 

Deposits from banks (1)

 

 

 

 

Less than one year

205,311,710

20,972,186

226,283,896

9.3%

From one to five years

45,954,341

2,751,979

48,706,320

5.7%

More than five years

4,592,811

357,200

4,950,011

7.2%

Deposits from customers

 

 

 

 

Less than one year

136,374,759

28,808,641

165,183,400

17.4%

From one to five years

43,821,843

1,026,262

44,848,105

2.3%

More than five years

-

-

-

-

Financial liabilities held for trading

 

 

 

 

Less than one year

1,350,984

820,843

2,171,827

37.8%

From one to five years

910,999

-

910,999

-

More than five years

232,747

-

232,747

-

Funds from securities issued

 

 

 

 

Less than one year

43,519,671

3,182,337

46,702,008

6.8%

From one to five years

31,470,248

5,500,732

36,970,980

14.9%

More than five years

1,274,354

83,057

1,357,411

6.1%

Subordinated debt

 

 

 

 

Less than one year

2,679,513

182,603

2,862,116

6.4%

From one to five years

21,779,344

1,992,150

23,771,494

8.4%

More than five years

2,041,233

7,146,823

9,188,056

77.8%

Insurance technical provisions and pension plans

146,558,375

845

146,559,220

0.0%

Other provisions

13,853,455

10,946

13,864,401

0.1%

Current income tax liabilities

3,579,642

22,691

3,602,333

0.6%

Deferred income tax liabilities

808,178

-

808,178

-

Other liabilities (2)

 

 

 

 

Less than one year

63,127,754

5,580,906

68,708,660

8.1%

From one to five years

195,538

24,601

220,139

11.2%

More than five years

70,049

186,861

256,910

72.7%

Shareholders' Equity

82,291,805

-

82,291,805

-

Total

851,799,353

78,651,663

930,451,016

8.5%

Percentage of total liabilities and equity

91.5%

8.5%

100.0%

 

(1) including: funding in the open market, borrowings, onlendings and interbank deposits; and

(2) Other non-interest bearing liabilities, whose primary components are technical provisions for insurance and pension plans and 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.

 

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Form 20-F

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, 2014, the composition of notional reference and/or contracted values and fair values of trading derivatives held by us is presented below:

 

December 31, 2014

R$ in thousands

Reference amounts

R$

Foreign currency

Total

Derivatives

 

 

 

Interest rate futures contracts

 

 

 

Purchases

59,298,642

-

59,298,642

Sales

110,759,701

-

110,759,701

Foreign currency futures contracts

 

 

 

Purchases

-

16,145,870

16,145,870

Sales

-

26,041,747

26,041,747

Futures contracts - other

 

 

 

Purchases

3,222,294

-

3,222,294

Sales

238,235

-

238,235

Interest rate option contracts

 

 

 

Purchases

23,409,200

-

23,409,200

Sales

30,594,004

-

30,594,004

Foreign currency option contracts

 

 

 

Purchases

-

2,190,621

2,190,621

Sales

-

1,711,374

1,711,374

Option contracts - other

 

 

 

Purchases

438,498

-

438,498

Sales

123,697

-

123,697

Foreign currency forward contracts

 

 

 

Purchases

-

8,372,687

8,372,687

Sales

-

9,280,704

9,280,704

Forward contracts - other

 

 

 

Purchases

111,559

-

111,559

Sales

416,503

-

416,503

Swap contracts

 

 

 

Asset position

 

 

 

Interest rate swaps

24,918,940

-

24,918,940

Currency swaps

-

29,305,345

29,305,345

Liability position

 

 

 

Interest rate swaps

24,218,645

-

24,218,645

Currency swaps

-

29,267,749

29,267,749

 

 

148 Form 20-F – December 2014


 
 

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Form 20-F

Capital expenditures

In the past three years, we have made, and expect to continue to make, 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 thousands

2014

2013

2012

Infrastructure

 

 

 

Land and buildings

36,893

65,708

81,392

Installations, properties and equipment for use

981,472

430,477

554,157

Security and communications systems

10,539

12,134

12,512

Transportation systems

30,150

4,421

2,146

SubTotal

1,059,054

512,740

650,207

Information Technology

 

 

 

Data processing systems

1,537,012

1,803,014

1,543,801

Financial leasing of data processing systems

519,697

615,791

418,108

SubTotal

2,056,709

2,418,805

1,961,909

Total

3,115,763

2,931,545

2,612,116

 

During 2014, we made R$3,116 million investments in capital expenditures, R$1,059 million of which were related to the acquisition of assets and R$2,057 million to telecommunications services and data processing expenses.

We believe that capital expenditures in 2015 through 2017 will not be substantially greater than historical expenditure levels and anticipate that in accordance with our practice during recent years, our capital expenditures in 2015 through 2017 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

The following factors may affect our commercial activities, our operating results and our liquidity:

·      macroeconomic conditions worldwide and in Brazil;

·      foreign exchange variation; and

·      inflation and interest rate effects on the results of our operations.

For more information, see "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."

 

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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 Conselho de Administração, or the Board of Directors, and the 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) the Diretoria Executiva and (ii) our Officers, Department Officers and Regional Officers. The Diretoria Executiva consists of one Chief Executive Officer, seven Vice-Presidents, nine Managing Officers and five Deputy Officers.

Our ten-member Board of Directors meets on a regular basis every 90 days and meets on an extraordinary basis whenever necessary. It is responsible for:

·      approving, on a case-by-case basis, any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us;

·      establishing our corporate strategy;

·      reviewing our business plans and policies; and

·      supervising and monitoring the activities of our Board of Executive Officers.

As specified in Section 3(a)(58) of the Securities Exchange Act of 1934, our Board of Directors acts as our Audit Committee for purposes of approving the engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us.

The Diretoria Executiva meets weekly and is responsible for:

·      implementing the strategy and policies established by our Board of Directors; and

·      our day-to-day management.

Several members of our Board of Directors and the Diretoria 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.

Pursuant to Brazilian law, all members of our Board of Directors and Board of Executive Officers are subject to approval by the Central Bank.

The following are biographies of the current members of our Board of Directors and Diretoria Executiva.

 

Members of the Board of Directors:

Lázaro de Mello Brandão, Chairman: Born on June 15, 1926. Degree in Business Administration and Economics. In September 1942, Mr. Brandão was hired as a bookkeeper by Casa Bancária Almeida & Cia., the financial institution that became Banco Brasileiro de Descontos S.A. on March 10, 1943, and later became Banco Bradesco S.A. He has held a variety of positions during his banking career. In January 1963, he was elected as 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. He also holds a variety of positions within Bradesco, such as Chairman of the Board of Trustees and CEO of Fundação Bradesco; and Chairman of the Board of Directors and CEO of the Institute of Diseases of the Digestive System and Nutrition (FIMADEN). In addition, he is the Chairman of the Board of Directors of Bradespar S.A. 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, known as "FENABAN," as a Member of the Board of "FEBRABAN" and as Chairman of the Board of Directors of FGC and CIBRASEC - Companhia Brasileira de Securitização and a member of the Consulting Committee of VBC Participações S.A..

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Luiz Carlos Trabuco Cappi, Vice-Chairman: Born on October 6, 1951. Graduated from Faculdade de Filosofia, Ciências e Letras de São Paulo, with a graduate degree in Social Psychology at Fundação Escola de Sociologia e Política de São Paulo. He began his career at Bradesco in April 1969 and has held a variety of positions within the banking sector, being elected as Officer in 1984. On March 10, 2009 he became Chief Executive Officer. He is also Chief Executive Officer of the other Bradesco Group companies. In addition to these activities, he is Vice-Chairman of Banco Bradesco S.A., President of the Council of Representatives and Executive Board of the National Confederation of Financial Institutions (CNF), Vice-Chairman of the Board of Directors of Elo Participações S.A. and Member of the Managing Council of FEBRABAN. He was the Chief Executive Officer of Bradesco Vida e Previdência, of Grupo Segurador and Chairman of the Board of Odontoprev S.A. He was also Chief Executive Officer of the Marketing and Funding Committee of the Associação Brasileira das Entidades de Crédito Imobiliário e Poupança (ABECIP), of ANAPP - Associação Nacional da Previdência Privada, of the Federação Nacional de Saúde Suplementar - FENASAÚDE, Vice-Chairman of the Board of Representatives of the National Confederation of the Financial Institutions (Confederação Nacional das Instituições Financeiras – 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 the Confederação Nacional das Empresas de Seguros Gerais, Previdência Privada e Vida, Saúde Suplementar e Capitalização - CNSeg and Full Member of the Association Internationale pour I’Etude de I’Economie de I’Assurance - Association de Genève, Geneva, Switzerland, and Member of the Honorable Council of ANSP - Academia Nacional de Seguros e Previdência.

Antônio Bornia, Director: Born on November 22, 1935. High school graduate. Mr. Bornia started his career at Banco Bradesco S.A. in May 1952. Since then, he has held a variety of positions within Bradesco. In September 1975, he became a Deputy Officer; in April 1979, he was appointed to an Executive Officer position; in June 1981, he became Vice-President; in March 1999 he became the Vice-Chairman of our Board of Directors, in March 2014 he was elected Member of the Board of Directors. He is Chairman of the Board of Directors of the following companies: Bradesco Securities, Inc. (USA), Bradesco Securities UK Limited, Bradesco Securities Hong Kong Limited and Banco Bradesco Europa S.A.; Member of the Board of Directors of Bradesco Leasing S.A. - Arrendamento Mercantil, BSP Empreendimentos Imobiliários S.A. and BSP Park Estacionamentos e Participações S.A.; Officer of NCF Participações S.A., Nova Cidade de Deus Participações S.A. and Top Clube Bradesco, Segurança, Educação e Assistência Social, and Manager of Bradport-S.G.P.S. Sociedade Unipessoal, Ltda, Member of the Board of Trustees and Managing Officer of Fundação Bradesco; Member of the Board of Directors and Managing Officer of the Institute of Diseases of the Digestive System and Nutrition (FIMADEN); and Member of the Board of Directors and Officer of BBD Participações S.A. and of Cidade de Deus – Companhia Comercial de Participações. He is also the Chairman of the Board of the ABEL, Vice-Chairman of the Board of Directors of Bradespar S.A., and Member of the Brazilian Sector of the Brazil-United States Business Council. He was Vice-Chairman of the Board of Directors of Banco Bradesco BERJ S.A., he has also served as an Alternate Member of the Board of Resources of the National Financial System, an agency related to the Treasury Ministry, as representative of the ABEL. He was also the Chairman of the Board of Directors of the FGC, Vice-Chairman of the Executive Board of the Latin American Leasing Federation - Felalease, CEO of the National Union of Leasing Companies, Vice-President and Vice-Chairman of the Board of Representatives of the National Confederation of the Financial System-CONSIF and in CNF, he held the positions of Chairman, Vice-Chairman, Member of Board of Representatives and Vice-President.

Mário da Silveira Teixeira Júnior, Director: Born on March 4, 1946. Mr. Teixeira received a degree in Civil Engineering and Business Administration from Mackenzie Presbyterian University. In July 1971, Mr. Teixeira joined Bradesco S.A Corretora de Títulos e Valores Mobiliários, having served as an Officer from March 1983 until January 1984, when he was transferred to Banco Bradesco de Investimento S.A. and Banco Bradesco S.A. There, he was appointed Department Officer in January 1984, Managing Officer in March 1992 and Vice-President in March 1998. From March 1999 to July 2001, he served as a Member of our Board of Directors, when he resigned to manage Bradespar S.A., a company incorporated by our partial spin-off. In March 2002, he returned to his position as a Member of our Board of Directors, where he remains until today.He is also a Member of the Board of Directors of Bradesco Leasing S.A. - Arrendamento Mercantil; Member of the Board of Directors of BSP Empreendimentos Imobiliários S.A. Member of the Board of Directors of Cidade de Deus - Companhia Comercial de Participações, Officer of NCF Participações S.A., Nova Cidade de Deus Participações S.A. and Top Clube Bradesco, Segurança, Educação e Assistência Social; Member of the Board of Trustees and Managing Officer of Fundação Bradesco, and Member of the Board of Directors and Managing Officer of FIMADEN. In addition to these activities, Mr. Teixeira is a Member of the Board of Directors of Bradespar S.A., Vice-Chairman of the Board of Directors and Member of the Strategic Committee of Vale S.A.; and Vice-Chairman of the Board of Directors of Valepar S.A. He has also served as Vice-President of ANBID - Associação Nacional dos Bancos de Investimento, Member of the Management Board of ABRASCA, Member of the Board of Directors of Banco Bradesco BERJ S.A., Member of the Board of Directors of Companhia Paulista de Força e Luz - CPFL, Companhia Piratininga de Força e Luz, Companhia Siderúrgica Nacional - CSN, CPFL Energia S.A., CPFL Geração de Energia S.A., Latasa S.A., Alpargatas S.A., Tigre S.A. Tubos e Conexões, VBC Energia S.A. and VBC Participações S.A.

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João Aguiar Alvarez, Director: Born on August 11, 1960. Mr. Alvarez received a degree in Agronomy from the Pinhalense Education Foundation - Manuel Carlos Gonçalves College of Agronomy and Animal Husbandry. In April 1986, he was elected to the Board of Directors of Cidade 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. Since February 1990, Mr. Alvarez has been a Member of our Board of Directors and a Member of the Board of Directors of Bradespar S.A. since March 2000. He is a Member of the Board of Trustees and Deputy Officer of Fundação Bradesco and Member of the Board of Directors and Deputy Officer of FIMADEN.

Denise Aguiar Alvarez, Director: Born on January 24, 1958. Ms. Alvarez received a degree in Education from São Paulo Pontific Catholic University and received a Masters in Education from New York University, U.S.. In April 1986, she was appointed to the Board of Directors of Cidade de Deus-Companhia Comercial de Participações, one of the holding companies of Banco Bradesco S.A., and since July 1988, she has also been serving as an Officer. Since February 1990, Ms. Alvarez has served as a Member of our Board of Directors, and since March 2000, she has also served as a Member of the Board of Directors of Bradespar S.A. She is also a Member of the Board of Trustees and Deputy Officer of Fundação Bradesco, Member of the Board of Directors and Deputy Officer of FIMADEN and CEO of ADC Bradesco – Sports Association. In addition to these activities, she is Member of the Consulting Board of the Associação Pinacoteca Arte e Cultura – APAC, having previously held the position of Member of the Board of Directors. He is also a member of the Deliberative Board of Museu de Arte Moderna de São Paulo - MAM, Member of the Board of Trustees of Fundação Dorina Nowill para Cegos and Fundação Roberto Marinho, Member of the Consulting Board of Canal Futura; member of the General Board of Comunitas: Parcerias para o Desenvolvimento Solidário; and Effective Member of Associação de Apoio ao Programa Alfabetização Solidária - AAPAS. She was member of the Deliberative Board of Fundo 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), having previously held the position of Member.

Carlos Alberto Rodrigues Guilherme, Director: Born on December 21, 1943. Mr. Guilherme received a Law degree from Pinhalense Education Foundation. He began his career in December 1957. Mr. Guilherme has held a variety of positions within the banking sector, such as Department Officer in March 1986, Deputy Officer in March 1998, Managing Officer in March 1999 and Member of the Board of Directors since March 2009. 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; Member of the Board of Directors of Cidade de Deus - Companhia Comercial de Participações; Officer of NCF Participações S.A., Nova Cidade de Deus Participações S.A. and Top Clube Bradesco, Segurança, Educação e Assistência Social. He is also a Member of the Board of Trustees and a Managing Officer of Fundação Bradesco, Member of the Board of Directors and a Managing Officer of FIMADEN and Member of the Board of Directors of Bradespar S.A. He was Member of the Board of Directors of Banco Bradesco BERJ S.A., Member of the Governing Board of Bradesco Employees Beneficent Fund (Caixa Beneficente dos Funcionários do Bradesco); Officer of Banco de Crédito Real de Minas Gerais S.A. and of Credireal Leasing S.A. - Arrendamento Mercantil.

Milton Matsumoto, Director: Born on April 24, 1945. Mr. Matsumoto received a degree in Business Administration from UNIFIEO-University Center FIEO of Osasco. He began at Bradesco in September 1957. He has held a variety of positions within the banking sector, such as being appointed in Bradesco as Department Officer in March 1985, Deputy Officer in March 1998, a Managing Officer since March 1999 and he has been a Member of the Board of Directors since March 2011. 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 of Cidade de Deus - Companhia Comercial de Participações; Officer of NCF Participações S.A.; Nova Cidade de Deus Participações S.A. and Top Clube Bradesco, Segurança, Educação e Assistência Social. He is also a Member of the Board of Trustees and Managing Officer of Fundação Bradesco. Member of the Board of Directors and Managing Officer of FIMADEN. In addition to these activities, he is a Member of the Board of Directors of Bradespar S.A.; and Vice-Chairman of the Board of Directors of Fidelity Processadora e Serviços S.A. He was Member of the Board of Directors of Banco Bradesco BERJ 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. and CPM Holdings Ltd.; and Secretary Officer of the union of the credit, financing and investing companies of the State of São Paulo of FENACREFI - Interstate Federation of Loan, Financing and Investment Institutions.

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Form 20-F

José Alcides Munhoz, Director: Born on July 23, 1948. Technical education in accounting. Mr. Munhoz began at Bradesco in October 1970, at the Santa Maria branch - RS. He has held a variety of positions within the banking sector, such as being 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. He is a Member of the Board of Trustees and Managing Officer of Fundação Bradesco, Member of the Board of Directors and Managing Officer of FIMADEN. He is also Member of the Board of Directors of Bradespar S.A., BBD Participações S.A, Bradesco Leasing S.A. – Arrendamento Mercantil; BSP Empreendimentos Imobiliários S.A. and Cidade de Deus - Companhia Comercial de Participações, Officer of NCF Participações S.A. and Nova Cidade de Deus Participações S.A.; and Member of Consulting Board of the Brazilian National Chapter of the International Real Estate Federation (FIABCI/BRASIL).

Aurélio Conrado Boni, Vice-President: Born on July 19, 1951. Business Administration technician from the Technical Trade School Campos Salles. He began at Bradesco in February 1971. He has held a variety of positions within the banking sector, such as being 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, position he currently holds, in March 2015. Mr. Boni is also a Member of the Board of Trustees and Managing Officer of Fundação Bradesco, Member of the Board of Directors and Managing Officer of FIMADEN. He is also Member of the Board of Directors of BBD Participações S.A., Vice-President of Banco Bradesco BERJ S.A. and Bradesco Leasing S.A. – Arrendamento Mercantil; Managing Officer of Bradesco Seguros S.A.; and Officer of NCF Participações S.A. and Nova Cidade de Deus Participações S.A. He was a Member of the Board of Directors of CPM Holdings Limited and IT Partners Ltd.

 

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: Born on January 8, 1959. He received a 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, with a postgraduate degree in Financial Administration (CEAG) from Fundação Getulio Vargas and an Executive MBA in Finance from IBMEC (Capital Markets Brazilian Institute) – Instituto Brasileiro de Mercado de Capitais. Mr. Abreu began at Banco Bradesco S.A. in December 1981. He has held a variety of positions within the banking sector, such as being 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. Mr. Abreu is also a Member of the Board of Trustees and a Managing Officer of Fundação Bradesco, Member of the Board of Directors and a Managing Officer of FIMADEN. He is also the Chairman of the Board of Directors of Cielo S.A., and Member of CPM Holdings Limited and Elo Participações S.A.’s Board of Directors. He was Officer of Banco BCN S.A. and Alternate Member of CPM Braxis S.A.'s Board of Directors, where he was also a Member of the Board of Technical Administration; Member of the Board of Directors of IBRI – Brazilian Institute of Investor Relations, where he was formerly Vice-President and Regional Officer in São Paulo and Member of the Management Board of ABRASCA.

Sérgio Alexandre Figueiredo Clemente, Vice-President: Born on June 7, 1959. Graduated in Mechanical Engineering from PUC - Pontifícia Universidade Católica de Minas Gerais (Catholic University of Minas Gerais), with an executive MBA in Finance from IBMEC (Capital Markets Brazilian Institute) and Specialization in Finance through the Executive Management Development Program (PDG), administered by the Business Development Corporation. He attended the Advanced Management Program (PGA), administered by Fundação Dom Cabral and INSEAD. Mr. Clemente joined Banco BCN S.A. in May 1996 as Deputy Officer. In December 1997, he was elected Officer. With the acquisition of BCN, he joined the Banco Bradesco S.A. staff, having been elected Department Officer in March 2000, as the person responsible for the Corporate Department. In December 2006, he became Managing Officer, and Vice-President, in January 2012, the position he currently holds. He is a Member of the Board of Trustees and Managing Officer of Fundação Bradesco; Member of the Board of Directors and Managing Officer of FIMADEN. Also, he is an Effective Member of the Board of Directors of Vale S.A. and of Valepar S.A. He was an Effetive Member of the Listing Advisory Chamber of BM&FBOVESPA S.A. and an Alternate Member of the Board of Directors of Sete Brasil Participações S.A.

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Marco Antonio Rossi, Vice-President: Born on March 7, 1961. He holds a degree in Marketing Management Technology, a lato sensu postgraduate qualification in Client Management from Universidade Paulista (UNIP) and a lato sensu postgraduate qualification in Advanced Strategic and Geopolitical Studies from Fundação Armando Alvares Penteado (FAAP). He joined Bradesco Vida e Previdência S.A. in July 1981, where he rose through all career levels and was elected to the position of Officer in January 1999, Managing Officer in May 2001 and CEO in August 2002, where he remained until March 2010. In January 2012 he was elected Vice-President of Banco Bradesco S.A. He is a member of the Board of Trustees and Managing Officer of Fundação Bradesco; and Member of the Board of Directors and Managing Officer of FIMADEN. He is also Chief Executive Officer of Bradesco Seguros S.A., and BSP Affinity Ltda., since March 2009; Bradseg Participações S.A., since April 2009; and Vice-President of BP Promotora de Vendas Ltda., since January 2012. In addition to these activities, he is Member of the Board of Directors of Europ Assistance Brasil Serviços de Assistência S.A., having formerly been the Chairman. He is the Vice-Chairman of the Board of Directors of Odontoprev S.A., President of the National Federation of Private Insurance and Capitalization bonds (Fenaseg); Effective Member of the Board of Directors of Companhia Brasileira de Gestão de Serviços; Benefactor of the Higher Council of Associação Comercial do Rio de Janeiro, having formerly been a Member of the Board of Directors. He is also President of the Board of Directors of CNseg - Confederação Nacional das Empresas de Seguros Gerais, having formerly been Vice-President and Member of the Higher Council and President of FIDES - Federación Interamericana de Empresas de Seguros. He was once the President of FENAPREVI and President of Atlântica Companhia de Seguros.

Alexandre da Silva Glüher, Vice-President: Born on August 14, 1960. Graduated in Accounting from Universidade Federal do Rio Grande do Sul, and in Business Administration from Universidade Luterana do Brasil (ULBRA). He attended the International Executive Program at the Wharton School - Advanced Management Program - University of Pennsylvania, U.S. He joined Banco Bradesco S.A. in March, 1976 and has held a variety of positions within the banking sector, being 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 a Member of the Board of Trustees and Managing Officer of Fundação Bradesco, and Member of the Board of Directors and Managing Officer of FIMADEN. He is also Vice-President and a Member of the Banking Self-Regulation Board of FEBRABAN, Vice-President and Alternate Delegate at CONSIF - FENABAN, Vice-President of Instituto 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 of Central de Exposição a Derivativos - CED, Effective Member of the Board of Directors of Fidelity Processadora e Serviços S.A., and Member of the Board of Directors of Instituto BRAiN - Brasil Investimentos & Negócios. He was an Alternate Member of the Deliberative Council of ABECIP.

Josué Augusto Pancini, Vice-President: Born on April 14, 1960. Mr. Pancini received a degree in Mathematics from Centro Universitário da Fundação de Ensino Octávio Bastos – Feob - UNIFEOB, with a lato sensu postgraduate degree in Business Economics - Finance from Pontifícia Universidade Católica de Campinas - PUC - Campinas. He attended the AMP - Advanced Management Program taught at the IESE Business School - University of Navarra, São Paulo. He joined Banco Bradesco S.A. in July 1976, and has held a variety of positions within the banking sector. 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. He is a Member of the Board of Trustees and Managing Director of Fundação Bradesco and Member of the Board of Directors and Managing Director of FIMADEN. Formerly Alternate Member of the Deliberative Board of ABECIP.

Maurício Machado de Minas, Vice-President: Born on July 1, 1959. He holds a degree in Electrical Engineering from Escola Politécnica da Universidade de São Paulo – Poli/USP, and specialization in Data Communications and Software Development, and a university extension course in Finance at Wharton Business School, both in the United States. He went to the Executive Development Program at Columbia University in New York, United States. He joined Banco Bradesco S.A. in July 2009 as Managing Officer. In January 2014 he was elected Vice-President. He is a Member of the Board of Trustees and Managing Director of Fundação Bradesco and Member of the Board of Directors and Managing Director of FIMADEN, Member of the Board of Directors of Fidelity Processadora e Serviços S.A.; an Alternate Member of the Board of Directors of MPO - Processadora de Pagamentos Móveis S.A.; and Member of the Board of Directors of NCR Brasil - Indústria de Equipamentos para Automação S.A. He is also an Alternate Member of the Board of Directors of CPM Braxis S.A., having previously held the position of Executive Vice-President and COO (Chief Operations Officer). He was formerly Senior Analyst with Banco Itaú, Officer of Support Services of a group of Brazilian IT companies (Eletrodigi, Flexidisk and Polymax) and President of Scopus.

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Marcelo de Araújo Noronha, Managing Officer: Born on August 10, 1965. Graduated in Business Administration from Universidade Federal de Pernambuco (UFPE), with a Specialization in Finance from IBMEC and the Advanced Management Program AMP at the Instituto de Estudios Empresariales (IESE), Universidade de Navarra in Barcelona. 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, current 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. He is a Member of the Board of Trustees of Fundação Bradesco and Member of the Board of Directors of FIMADEN. He is Vice-Chairman of the Board of Companhia Brasileira de Soluções e Serviços (“CBSS”), where he was previously the CEO; Effective Member of the Board of Directors of Cielo S.A.; Elo Participações S.A., Elo Serviços (the ELO card flag) and of MPO - Processadora de Pagamentos Móveis S.A.; President of ABECS, where he was previously President of the Council of Ethics and Self-Regulation and Member of the Latin America and Caribbean Advisory Council of Visa International.

André Rodrigues Cano, Managing Officer: Born on July 22, 1958. Graduated in Business Administration from Faculdades Metropolitanas Unidas (FMU), MBA-Controller from the Institute of Accounting, Finance and Actuarial Research (FIPECAFI, FEA-USP), and the Advanced Management Program - Harvard Business School in Boston, U.S.. 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 and Managing Officer, the position he currently holds, in January 2012. He is a Member of the Board of Trustees of Fundação Bradesco and the Board of Directors of the Institute of Diseases of the Digestive System and Nutrition (FIMADEN). He is also a Member of the Curator Council of the National Quality Foundation (FNQ). He also is an Alternate Vice-Chairman of the Board of Directors of Fidelity Processadora e Serviços S.A. and Effective Officer of CONSIF. He was an 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 of ACREFI - Associação Nacional das Instituições de Crédito, Financiamento e Investimento.

Luiz Carlos Angelotti, Managing Officer: Born on November 16, 1964. Mr. Angelotti received a degree in Accounting and Actuarial Sciences from the School of Economics and Business Administration, Universidade de São Paulo and in Law from UNIFIEO - Centro Universitário FIEO, with an MBA in Finance from Insper – Instituto de Ensino e Pesquisa. He also attended the EDP – Executive Development Program and the AMP – Advanced Management Program at the University of Chicago Booth School of Business. He joined Banco 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. He is also Investor Relations Officer. He is a Member of the Board of Trustees of Fundação Bradesco and Member of the Board of Directors of FIMADEN. He is a Member of the Management Board of ABRASCA and an Alternate Member of the Board of Directors of Integritas Participações S.A. Formerly Alternate Member of the Fiscal Council of Top Clube Bradesco, Segurança, Educação e Assistência Social.

Nilton Pelegrino Nogueira, Managing Officer: Born on May 7, 1954. Degree in Business Administration from Universidade Presbiteriana Mackenzie. Mr. Nogueira joined Banco 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. He is a Member of the Board of Trustees of Fundação Bradesco; Member of the Board of Directors of FIMADEN. He was formerly 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 Multipatrocinado and Top Clube Bradesco, Segurança, Educação e Assistência Social; Superintendent of Bradesco 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: Born on December 6, 1961. Graduated in Production Engineering from Universidade Federal do Rio de Janeiro and holds an MBA in Finance from IBMEC. He attended the 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, U.S. and the Advanced Management Programme, at INSEAD, in Fointainebleau, France. 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 of Bradesco Corporate Department 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. He is a Member of the Board of Trustees of Fundação Bradesco and Member of the Board of Directors of the Institute of Diseases of the Digestive System and Nutrition (FIMADEN).

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Luiz Fernando Peres, Managing Officer: Born on September 30, 1950. Degree in Economics from Faculdade de Ciências Econômicas e Administrativas de Osasco (FAC-FITO). He started his career in November 1971 as Assistant II in the Economic Research Department of Banco BCN S.A., where he reached the position of Officer in July 1990. When BCN was taken over, he joined the staff of Bradesco and was elected Department Officer in June 1999 as head of Credit Department, Deputy Officer in January 2012 and Managing Officer in January 2014, the position he currently holds. He is a Member of the Board of Trustees of Fundação Bradesco and Member of the Board of Directors of the Institute of Diseases of the Digestive System and Nutrition (FIMADEN). Formerly Executive Officer of Fundação Francisco Conde, Member of the Fiscal Council of Instituto Assistencial Alvorada, Alternate Member of the Fiscal Council of Finasa Sports Association (ADC Finasa), Full Member of the Board of Directors of Estruturadora Brasileira de Projetos S.A. - EBP, Member of the Board of Directors of Aço Minas Gerais S.A. – Açominas and Serasa S.A., Member of the Board of Directors of the Special Agency for Industrial Financing (FINAME/BNDES) representing commercial banks; Officer for the Credit Policy sector of FEBRABAN and Full Member of the Investment Committee of the Investment Fund of the Length of Service Guarantee Fund (FI-FGTS).

Altair Antônio de Souza, Managing Officer: Born on March 26, 1961. Degree in Law from Universidade Bandeirante de São Paulo (UNIBAN). He started his career with Banco Bradesco S.A. in July 1975, was elected Officer in August 1998, and Department Officer in January 2009, responsible for Products and Services Marketing Department and subsequently Bradesco Varejo Department. He was elected Deputy Officer in January 2012 and Managing Officer in February 2015, the position he currently holds. He is a Member of the Board of Trustees of Fundação Bradesco and a Member of the Board of Directors of FIMADEN. He is also Full Member of the Board of the São Paulo Industrial Employers Association (Centro das Indústrias do Estado de São Paulo, CIESP). Former CEO and Vice-President of the Association of Banks of the State of Bahia.

Denise Pauli Pavarina, Managing Officer: Born on April 14, 1963. Degree in Economics from Faculdade Armando Alvares Penteado (FAAP) and Law from Universidade Paulista (UNIP), with an Executive MBA in Finance from Insper – Instituto de Ensino e Pesquisa. 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. She is also a Managing Officer of BRAM, having previously held the position of Superintendent Officer. She is a Member of the Board of Trustees of Fundação Bradesco and Member of the Board of Directors of FIMADEN. In addition to these activities, she is the President of ANBIMA - Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais, Member of the Board of Directors of 2bCapital S.A., Member of the Investment Committee of NEO Capital Mezanino Fundo de Investimento em Participações, Member of Comitê Nacional de Educação Financeira - CONEF, Member of the Council of Representatives of Confederação Nacional das Instituições Financeiras - CNF, Member of the Board of Directors of Instituto BRAiN - Brasil Investimentos & Negócios, and Alternate Member of the Board of Directors of Sete Brasil Participações S.A. She was formerly Member of the Board of Directors of Cielo S.A., Bica de Pedra Industrial S.A., Companhia Siderúrgica Belgo-Mineira, CPM Braxis S.A., Latasa S.A., and 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 of UGB Participações S.A.; and Officer for Institutional Relations and Director of the Association of Capital Market Investment Analysts (APIMEC) in São Paulo.

Moacir Nachbar Junior, Managing Officer: Born on April 5, 1965. Holds a degree in Accounting with a lato sensu postgraduate degree in Financial Management from Faculdade Campos Salles, and an MBA - Controller from Universidade de São Paulo and Tuck Executive Program from Tuck School of Business at Dartmouth, in Hanover, Nova Hampshire – EUA. He began his career with Banco Bradesco S.A. in June 1979. In March 2005, in the General Accounting Department, he was elected Department Officer and started reporting to the Operational Control Department in November 2009, and to the Internal Auditing Department in July 2010. He was elected Deputy Officer in January 2012 and Managing Officer in February 2015, the position he currently holds. He is a Member of the Board of Trustees of Fundação Bradesco and Member of the Board of Directors of FIMADEN. He also is an Alternate Member of the Board of Directors of Fidelity Processadora e Serviços S.A. Alternate Member of the Board of Directors of ABRASCA and Alternate Member of the Consulting Board of FGC. He was an Officer and Effective Member of the Fiscal Council of Boavista Prev - Fundo de Pensão Multipatrocinado, a multi-sponsor pension fund. He was also Alternate Member of the Fiscal Council of Top Clube Bradesco, Segurança, Educação e Assistência Social.

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Octávio de Lazari Junior, Managing Officer: Born on July 18, 1963. Degree in Economics from Faculdade de Ciências Econômicas e Administrativas de Osasco and took a specialization course in Financial and Marketing Strategies at Fundação Instituto de Administração (FEA/USP), Financial Management from Fundação Getulio Vargas - FGV, Strategies in Finance from Fundação Dom Cabral. He attended the AMP - Advanced Management Program taught at the IESE Business School - University of Navarra, São Paulo. 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. He is also Chairman of the Board of the ABECIP; Full Member of the Board of Directors of CIBRASEC; Member of the Council of Representatives of the Brazilian Confederation of Financial Institutions - CNF; Officer of Real Estate Credit and Savings and Vice-Chairman of the Committee on Governance of Portability of Credit Operations of FEBRABAN; Full Member of the Board of Directors of Câmara Interbancária de Pagamentos – CIP and Member of the Consulting Board of the Brazilian chapter of the International Federation of Real Estate Professions (FIABCI / BRASIL).

Cassiano Ricardo Scarpelli, Deputy Officer: Born on July 28, 1968, Mr. Scarpelli holds a degree in Economics from Faculdade de Ciências Econômicas e Administrativas de Osasco and attended the International Executive Program at Queen's School of Business - Queen's Executive Program, in Ontario, Canada. He joined Bradesco in June, 1984, as an office boy. In February, 2001, he was promoted to Executive Superintendent. In March, 2007, he was elected Department Officer and, in February, 2015, Deputy Officer, the position he currently holds. He is a Member of the Board of Trustees of Fundação Bradesco. He was Vice-President of the Regulation and Best Practices Board for Qualified Services to the Capital Market, and Alternate Member of ANBIMA’s Qualified Services to the Capital Market Commission, Member of the Board of Directors of Bica de Pedra Industrial S.A., CP Cimento e Participações S.A., Iochpe-Maxion S.A., Latasa S.A., Tecnologia Bancária S.A. and Tigre 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, Deputy Officer: Born on September 29, 1972, Mr. Fabri holds a degree in Economic Sciences from UNICAMP - Universidade Estadual de Campinas, with an Executive MBA in Finance from Insper - Instituto de Ensino e Pesquisa, STC Executive from Fundação Dom Cabral in partnership with Kellogg Graduate School of Management and attended the Advanced Management Program at Harvard Business School - Boston – U.S.. 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. In December, 2010, he was elected Officer of Banco Bradesco S.A., in January, 2012, Department Officer and, in February, 2015, Deputy Officer, the position he currently holds. He was an Officer at Finasa Promotora de Vendas Ltda. from July, 2008 to April, 2011.

Marlene Morán Millan, Deputy Officer: Born on September 14, 1963, Ms. Milan holds a degree in Social Sciences from Faculdade de Filosofia Nossa Senhora Medianeira with an MBA in Financial and Marketing Strategies from Fundação Instituto de Administração - FIA/USP and a lato sensu postgraduate degree - MBA in Finance from Insper - Instituto de Ensino e Pesquisa. He attended the Advanced Management Program at Fundação Dom Cabral, the Advanced Management Program (AMP) at IESE Business School - University of Navarra - São Paulo, SP, and the following International Executive Programs: Executive Education Program from New York Trend Consulting - New York, U.S.; Authentic Leadership Development from Harvard Business School - Boston, U.S.; AMP - Advanced Management Program from Harvard Business School - Boston, U.S.; Macroeconomics for Executives from Massachusetts Institute of Technology - Boston, U.S.; Strategy in a Global World from Massachusetts Institute of Technology - Boston, U.S.; and Leadership at the Peak from Center for Creative Leadership - Colorado Springs, U.S.. She joined Banco Bradesco S.A. in September, 1979, and in February, 2001, she was promoted to the position of Executive Superintendent. In March, 2007, she was elected Department Officer and, in February, 2015, Deputy Officer, the position she currently holds. She is a Member of the Board of Trustees of Fundação Bradesco. She is also a Sector Officer of International Operations of FEBRABAN.

Renato Ejnisman, Deputy Officer: Born on February 12, 1970, Mr. Ejnisman holds a degree in Physics from Universidade São Paulo - USP. He obtained a Master’s degree in Nuclear Physics from Universidade São Paulo - USP and a Doctoral degree in Physics from the University of Rochester, New York, USA. After his academic career, he joined McKinsey&Company, from 1998 to 1999. 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. Since February, 2015, he has been a Deputy Officer of Banco Bradesco S.A. He was: Chief Executive Officer of Bradesco S.A. Corretora de Títulos e Valores Mobiliários, Ágora Corretora de Títulos e Valores Mobiliários S.A. and Ágora Educacional Ltda., a Member of the Board of Directors of Bradesco Securities Hong Kong Limited., Bradesco Securities UK Limited and Bradesco Securities, Inc. In addition to these activities, he is the President of ANBIMA’s Regulation and Best Practices Board for the Capital Market, President of the Regulation and Best Practices Board for the Capital Market and an Effective Member of the Listing Advisory Chamber of BM&FBOVESPA S.A. He was an Alternate Member of the Board of Directors of ABRASCA.

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Walkiria Schirrmeister Marchetti, Deputy Officer: Born on November 1, 1960, Ms. Marchetti holds a degree in Mathematics from Faculdade de Ciências e Letras Teresa Martin, with a specialization in System Analysis from Instituto Presbiteriano Mackenzie and a lato sensu postgraduate degree - MBA Banking from Fundação Instituto de Administração - FIA. He attended International Executive Programs at the Wharton School - Strategic Thinking and Management for Competitive Advantage Program - Pennsylvania - U.S.; Columbia Business School - Columbia Senior Executive Program - New York - U.S.; and Harvard Business School - Negotiation and Competitive Decision Making - Boston - U.S.. 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 and, in February, 2015, Deputy Officer, the position she currently holds. She is a Member of the Board of Trustees of Fundação Bradesco.

 

6.B. Compensation

At annual general shareholders' meetings, the shareholders of Bradesco and its subsidiaries establish the maximum global compensation of the members of the Board of Directors and Board of Executive Officers, constituted by the Executive Officers, Department Officers, Officers and Regional Officers of Bradesco and its subsidiaries for the ensuing year. In 2014, our shareholders set the global compensation for the Board of Directors and Board of Executive Officers of Bradesco and its subsidiaries at R$355.1 million.

In 2014, the Directors and the Board of Executive Officers of Bradesco and its subsidiaries received aggregate compensation of R$319.7 million for their services. Part of the management´s compensation is variable. The current compensation policy sets forth that 50.0% of the net variable compensation amount is meant for the acquisition of Bradesco´s 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.

The Directors and the Board of Executive Officers of Bradesco and its subsidiaries have the right to participate in the same pension plans available to all our employees. In 2014, we contributed R$322.7 million to pension plans on behalf of the Directors and the Board of Executive Officers of Bradesco and its subsidiaries.

 

6.C. Board of Directors 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 reelected 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.

In addition to this requirement, another condition, included in our Bylaws, remains in force to become a member of our Diretoria 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 42 Department Officers, 7 Officers and 16 Regional Officers. Department Officers, Officers and Regional Officers direct the business of each of our various divisions and branches and report to the Diretoria Executiva. To become a Department Officer, Officer or Regional Officer, a person must be an employee or manager at Bradesco or one of our 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 Bradesco or any of its 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

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·      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 Bradesco or any of its 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 on March 10, 2015, our Bylaws require our Fiscal Council to be a permanent corporate body.

 

Our Fiscal Council has five full members (João Carlos de Oliveira, Nelson Lopes de Oliveira, José Maria Soares Nunes, Domingos Aparecido Maia and Luiz Carlos de Freitas) and five alternates (Renaud Roberto Teixeira, Jorge Tadeu Pinto de Figueiredo, Nilson Pinhal, João Batistela Biazon and Oswaldo de Moura Silveira) all of whom were elected in March 2015 for a one-year period and their terms will expire on the annual general shareholders’ meeting to be held in March 2016. 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;

-­        issuances of debentures or rights offerings entitling the holder to subscribe for equity;

-­        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, inform the shareholders’ meeting of these facts; and

·      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 on December 17, 2003, the creation of the Audit Committee, the Internal Control and Compliance Committee and the Compensation Committee. At the special shareholders' meeting held on March 27, 2006, our shareholders approved the transformation of the Ethics Committee into a statutory committee. At the special shareholders' meeting held on March 24, 2008, our shareholders approved the creation of the Integrated Risk Management and Capital Allocation Committee. At the Special Shareholders’ Meeting held on March 11, 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 Ethics Committee and Integrated Risk Management and Capital Allocation Committee, 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, 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.

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Audit CommitteePursuant to our Bylaws and to Central Bank regulations since April 2004, we have appointed members of the Audit Committee, which may comprise three (3) to five (5) members, each of whom serves a term that can be renewed, in successive appointments, up to a limit of five (5) years, as of the date the member first takes office. Up to one third of the Audit Committee’s members may be re-elected for a further five other terms of office. Our Audit Committee members are appointed by, and may be replaced by, the Board of Directors. The current members of the committee are Carlos Alberto Rodrigues Guilherme, who acts as coordinator, Milton Matsumoto and Osvaldo Watanabe, both acting as members with no specific designation and Paulo Roberto Simões da Cunha, who is the Audit Committee financial expert. Carlos Alberto Rodrigues Guilherme and Milton Matsumoto are also members 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. 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, which outside firm should be hired to provide independent audit services, the amount of compensation such firm should receive and providing recommendations as to substitute auditors;

·      previously analyze plans to retain 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;

·      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 the 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 the Board of Directors regarding any conflicts between the independent auditors and the Board of Executive Officers;

·      recommending to the 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.

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Compensation Committee –The Compensation Committee has three (3) to seven (7) members, all of whom are members of Bradesco's Board of Directors with terms of office of one (1) year, and according to the provisions set forth in CMN Resolution No. 3,921/10, should have at least one (1) 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

Internal Control and Compliance Committee – The Internal Control and Compliance 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 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 our group.

Ethics Committee – The Ethics 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 group´s Corporate and Sector Codes of Ethics, and of the corporate policies, especially the Corporate Anticorruption Policy.

Integrated Risk Management and Capital Allocation Committee – 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 – The Sustainability 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 social responsibility.

 

Ombudsman

At the special shareholders' meeting held on August 24, 2007, our shareholders formalized the creation of the Ombudsman. Previously the Company had an informal Ombudsman. The Ombudsman works on behalf of all the institutions within the Organization, 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 the institutions comprising the Bradesco Group authorized to operate by the Central Bank and customers and users of its products and services, including mediating conflicts;

·      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 term for the final answer, which should not exceed 15 days;

·      sending a conclusive answer to the claimant's demand until expiration of the term;

·      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.

 

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In March 2010, the Central Bank issued new rules related to the implementation and operation of Ombudsman’s Offices in financial institutions with specific procedures regarding service to individual and corporate customers classified as micro companies. The rules for our Ombudsman’s duties comply with those provisions.

According to our Bylaws and in order to comply with the rules of the Central Bank, in March 2015, 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 2016.

 

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6.D. Employees

As of December 31, 2014, we had 95,520 employees, of which 82,011 were employed by us and 13,509 were employed by our subsidiaries, as compared to 100,489 employees as of December 31, 2013 and 103,385 employees as of December 31, 2012.

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:

December 31,

2014

2013

2012

Total number of employees

95,520

100,489

103,385

Number by category of activity

 

 

 

Banking

 

 

 

Bradesco

82,011

83,900

85,777

Insurance activities

6,605

5,856

5,881

Pension plan activity

508

1,527

1,673

Other categories

6,396

9,206

10,054

Number by geographic location

 

 

 

Cidade de Deus, Osasco

11,826

12,749

12,485

Alphaville, Barueri

1,646

1,652

2,034

São Paulo

16,699

17,957

19,335

Other locations in Brazil

65,094

67,853

69,253

International

255

278

278

Note: As of December 31, 2014, figures do not comprise Scopus Tecnologia Ltda. (2,431 employees), as a result of the strategic partnership with IBM.

 

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 27,798 part-time employees and 67,722 full-time employees as of December 31, 2014 compared to 31,615 part-time employees and 68,874 full-time employees as of December 31, 2013, and 32,581 part-time employees and 70,804 full-time employees as of December 31, 2012.

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, 2014, approximately 60.0% 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: one relating to our banking employees and the other to our insurance sector employees.

We offer our employees benefits which include Bradesco 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, 34.0% 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 2014, we invested R$135.6 million in professional training with a total of more than 1.1 million participations.

 

 

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6.E. Share Ownership

As of December 31, 2014, the members of our Board of Directors and Board of Executive Officers indirectly held 3.3% of our voting capital and 1.7% 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, 2014, none of our directors and executive officers individually owned, directly or indirectly, more than 2.0% of any class of our shares.

 

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. Major Shareholders

As of December 31, 2014, our capital stock was composed of 2,103,637,129 common shares (2,898,610 treasury shares) and 2,103,636,910 preferred shares (8,984,870 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, 2014:

 

   

 

Cidade de Deus - Companhia Comercial de Participações, a holding company, which we call “Cidade de Deus Participações,” directly owns 48.7% of our voting capital and 24.4% of our total capital stock. Cidade de Deus Participações, in turn, is 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 BBD.

In addition to the transaction carried out in June 2011, by which NCF Participações S.A, or “NCF,” acquired 5.4% of Banco Bradesco’s voting capital, held by Banco Espírito Santo S.A. and by the Funds managed by ESAF – Sociedade Gestora de Fundos de Investimento Mobiliários S.A. There has been no significant change in the percentage ownership held by any major shareholders in the last five years.

The following table shows the direct ownership of our outstanding common and preferred shares on March 10, 2015.

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Shareholders mentioned in the following table, except for the members of the Diretoria Executiva or the Board of Directors, directly hold five percent or more of our securities with voting rights.

Shareholder

Number of shares, except %

Number of common shares

% of common shares

Number of preferred shares

% of preferred shares

Total Number of shares

% of total shares

Cidade de Deus Participações

1,022,374,418

48.7%

1,597,076

0.1%

1,023,971,494

24.4%

Fundação Bradesco(1)

358,469,028

17.1%

-

-

358,469,028

8.5%

NCF Participações

172,433,243

8.2%

45,860,723

2.2%

218,293,966

5.2%

Subtotal

1,553,276,689

73.9%

47,457,799

2.3%

1,600,734,488

38.2%

Members of the Board of Directors

 

 

 

 

 

 

Lázaro de Mello Brandão

(*)

(*)

(*)

(*)

(*)

(*)

Luiz Carlos Trabuco Cappi

(*)

(*)

(*)

(*)

(*)

(*)

Antônio Bornia

(*)

(*)

(*)

(*)

(*)

(*)

Mário da Silveira Teixeira Júnior

(*)

(*)

(*)

(*)

(*)

(*)

João Aguiar Alvarez

(*)

(*)

(*)

(*)

(*)

(*)

Denise Aguiar Alvarez

(*)

(*)

(*)

(*)

(*)

(*)

Carlos Alberto Rodrigues Guilherme

(*)

(*)

(*)

(*)

(*)

(*)

Milton Matsumoto

(*)

(*)

(*)

(*)

(*)

(*)

José Alcides Munhoz

(*)

(*)

(*)

(*)

(*)

(*)

Aurélio Conrado Boni

(*)

(*)

(*)

(*)

(*)

(*)

Total Board of Directors

14,942,491

0.7%

20,237,192

1.0%

35,179,683

0.8%

Members of the Diretoria Executiva

 

 

 

 

 

 

Domingos Figueiredo de Abreu

(*)

(*)

(*)

(*)

(*)

(*)

Sérgio Alexandre Figueiredo Clemente

(*)

(*)

(*)

(*)

(*)

(*)

Marco Antonio Rossi

(*)

(*)

(*)

(*)

(*)

(*)

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

(*)

(*)

(*)

(*)

(*)

(*)

Luiz Fernando Peres

(*)

(*)

(*)

(*)

(*)

(*)

Altair Antônio de Souza

(*)

(*)

(*)

(*)

(*)

(*)

Denise Pauli Pavarina

(*)

(*)

(*)

(*)

(*)

(*)

Moacir Nachbar Junior

(*)

(*)

(*)

(*)

(*)

(*)

Octávio de Lazari Junior

(*)

(*)

(*)

(*)

(*)

(*)

Cassiano Ricardo Scarpelli

(*)

(*)

(*)

(*)

(*)

(*)

Eurico Ramos Fabri

(*)

(*)

(*)

(*)

(*)

(*)

Marlene Morán Millan

(*)

(*)

(*)

(*)

(*)

(*)

Renato Ejnisman

(*)

(*)

(*)

(*)

(*)

(*)

Walkiria Schirrmeister Marchetti

(*)

(*)

(*)

(*)

(*)

(*)

Total Members of the Diretoria Executiva

179,655

0.0%

881,623

0.0%

1,061,278

0.0%

Subtotal

1,568,398,835

74.7%

68,576,614

3.3%

1,636,975,449

39.0%

Other

532,339,684

25.3%

2,026,075,426

96.7%

2,558,415,110

61.0%

Subtotal

2,100,738,519

100.0%

2,094,652,040

100.0%

4,195,390,559

100.0%

Treasury shares

2,898,610

-

8,984,870

-

11,883,480

-

Total

2,103,637,129

100.0%

2,103,636,910

100.0%

4,207,274,039

100.0%

(1) Also indirectly owns, through its interest in Cidade de Deus Participações and Nova Cidade de Deus, and NCF Participações, 39.5% of our common shares and 20.7% 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, See "Item 6.E. Share Ownership" for more information.

 

The following is a brief 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.

 

 

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Cidade de Deus Participações

Cidade de Deus Participações is a holding company that holds investments in other companies. It also administers, purchases and sells securities and other assets on its own account. Its shareholders are (i) Nova Cidade de Deus, with 44.9% of its common and total shares; (ii) Fundação Bradesco, with 33.2% of its common and total shares; and (iii) the Aguiar Family, with 21.8% of its common and total shares as of December 31, 2014. The company's capital stock is made up of common, nominative book-entry shares, with no par value.

 

Nova Cidade de Deus

Nova Cidade de Deus is a holding company that holds investments in other companies, mainly those that, directly or indirectly, own our voting capital. As of December 31, 2014, the company owned, through its participation in Cidade de Deus Participações, 23.3% of our common shares and 11.9% of our total shares.

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 our Diretoria Executiva;

·      former members of our Diretoria Executiva, who have become members of our Board of Directors;

·      former members of our Diretoria Executiva, who have become members of the Board of Directors of one or more of our subsidiaries; and

·      commercial or civil associations in which the majority of the voting interest is owned by the individuals above.

Ownership of Nova 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, 2014, three members of the Aguiar Family and the estate of Mr. Amador Aguiar indirectly owned, by way of their participation in Cidade de Deus Participações, 11.3% of our common shares and 5.8% of our total shares. In addition, the same parties directly held a total of 1.1% of our common shares, 1.1% of our preferred shares, which correspond to 1.1% 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, 2014, Fundação Bradesco owned 56.5% of our common shares, 1.9% of our preferred shares and 29.3% 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 the Diretoria Executiva and 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 and in the world, 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 2014, a total of 105,177 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, some 44,000 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 benefited 458,365 students who completed at least one of a wide range of courses offered, and another 33,856 students were involved in projects and partnership initiatives such as Digital Inclusion Centers, our "Educate - Act" (Educa+Ação) program, and technology courses ("Educating and Learning”).

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In its 12th consecutive year, the “Voluntary Action National Day” held on May 2014 engaged over 19 thousand volunteers at 66 different locations in Brazil, including Fundação Bradesco schools and service centers close to schools. Over 275,000 people were served at this event which promoted issues regarding education, health, leisure, sports and the environment.

 Created in 1998, the IT for the Visually Handicapped Program has benefited and trained 12,312 students and fostered social inclusion for thousands of people.

Together with partners that are specialized in training educators and producing related material, Fundação Bradesco develops a range of actions focused on environmental education, financial education and tax education, work and consumption, sexuality and self-care and the dangers of drugs, as well as Internet access and responsible use.

Fundação Bradesco's 2014 budget totaled R$520.3 million. Over the last ten years, Fundação Bradesco has invested a total of R$4.5 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, 2014, 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 skilled employees of Bradesco, Bradespar, or of our subsidiaries and national not-for-profit legal entities or national companies controlled by them that have as administrators only employees and/or administrators of Bradesco, 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.

 

NCF

NCF is a holding company controlled by Cidade de Deus Participações and by Fundação Bradesco. As of December 31, 2014, NCF held 8.2% of our common shares and 5.2% of our total shares.

 

Other

Direct market holdings represented 26.1% of our voting capital as of December 31, 2014 (including a holding of 2.5% by the Bank of Tokyo Mitsubishi - UFJ (MUFG)) 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, 2014.

As of December 31, 2014, 25.7% of our preferred shares and 8.9% of our common shares were held by 1,209 foreign investors. At the same date, our ADRs represented 31.2% of our preferred shares, 0.01% of our common shares.

 

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7.B. Related Party Transactions

Transactions with related parties and subsidiaries are conducted on arms' length terms as demonstrated below:

December 31,

R$ in thousands

2014

2013

2012

ASSETS

 

 

 

Loans and advances to banks

101,025

84,216

107,150

Other assets

6,754

7,739

10,280

LIABILITIES

 

 

 

Deposits from customers

(157,540)

(265,046)

(208,378)

Funds from securities issued

(1,151,105)

(1,543,906)

(749,315)

Corporate and statutory obligations

(1,019,589)

(724,226)

(735,902)

Other liabilities

(9,534)

(2,967)

(8,725)

INCOME AND EXPENSES

 

 

 

Net interest income

(164,134)

(114,707)

(64,015)

Other income

43,663

29,936

39,501

Other expenses

(112,029)

(120,623)

(117,222)

 

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."

 

Other Matters

Bank of Tokyo Mitsubishi-UFJ (MUFG) owns 1.2% of our total capital, and provides credit lines to us for trade-related transactions. The terms of these transactions are consistent with similar transactions that we engage in with other, unrelated entities.

 

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.

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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, 2014, of our provision of R$13,864 million, 19.5% related to labor matters, 28.4% related to civil liability cases and 52.1% related to tax issues. For additional information, see Note 37d 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: (i) inflation adjustments; and (ii) 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$9,092 million as of December 31, 2014 (R$4,311 million in 2013). 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, 2014, 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, 2014 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 Bradesco´s 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 aim at the non-payment of taxes with which we do not agree, while others 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 upon final and unappealable judgment recognizing our right. 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 Bradesco and the Brazilian banking industry - The Brazilian Supreme Court and Brazilian Superior Court of Justice are currently deciding cases relating to the application of inflation adjustments which may increase our costs and cause losses.”

Probable risk cases are all provisioned, and do not incur in a material adverse effect on our results of operations or financial position.

Other mattersWe 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.

 

 

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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 be allocated as follows:

(i)      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;

(ii)     an amount (to be determined by our shareholders based on probable potential losses) to a contingency reserve against future losses;

(iii)    at least 30.0% (after the deductions for the legal reserves and contingencies) for mandatory distribution to our shareholders; and

(iv)    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 our Diretoria 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 the dividends 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."

 

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 NYSE, under the symbols “BBD” (preferred share ADSs) and “BBDO” (common share ADSs).

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Our preferred share ADSs were first listed on the NYSE in 2001. Each preferred share ADS corresponds to one preferred share.

On March 10, 2015, a special shareholders' meeting approved a capital increase, with the capitalization of profits reserve and consequent bonus in shares, pursuant to which our shareholders received 2 new shares for each 10 existing shares of the same type they held.

Bradesco's shares are part of Brazil’s main stock indexes, including the Ibovespa (a gross total return index weighted by traded volume which comprises the most liquid stocks traded on BM&FBOVESPA), the IBrX-50 (an index that measures the total return of a theoretical portfolio comprising 50 shares selected among the most traded shares on BM&FBOVESPA), ISE (Corporate Sustainability Index), the ITAG (Special Tag-Along Stock Index), IGC (Special Corporate Governance Stock Index), IFNC (Financial Index which comprises banks, insurance and financial companies), the ICO2 (index comprising shares of the companies that are part of the IBrX-50 index and that accepted to take part in this initiative by adopting transparent greenhouse gas emission practices) and the Mid-Large Cap Index – MLCX (that measures the return of a portfolio composed of the highest cap companies listed). Abroad, Bradesco shares are listed on NYSE’s Dow Jones Sustainability World Index and the FTSE Latibex Brazil Index of the Madrid Stock Exchange.

In January 2012, the Central Bank authorized Bradesco to create an ADR program for its common shares in the U.S. market. As part of this authorization, and after Brazilian government had affirmed it as being in its interest, the Central Bank increased the limit of foreign interest in Bradesco's capital stock from 14.0% to 30.0%. The increase in the limit of foreign interest in our common shares did not alter Bradesco's 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 nominal reais for the preferred and common shares on BM&FBOVESPA:

 

 

in R$

Average monthly trading volume (1)

Price per Preferred share (1)

High

Low

Shares (in units)

2009

20.38

9.92

171,044,348

2010

23.96

16.32

123,106,340

2011

22.42

16.73

156,543,233

2012

25.70

18.19

170,853,199

2013

 

 

 

1st Quarter

27.04

24.10

180,012,856

2nd Quarter

27.47

21.16

194,749,760

3rd Quarter

24.98

19.97

216,152,120

4th Quarter

26.11

21.85

174,300,080

2014

 

 

 

1st Quarter

25.11

19.92

200,302,640

2nd Quarter

28.43

24.92

197,353,080

3rd Quarter

34.10

25.64

199,844,800

4th Quarter

33.97

25.02

242,274,240

2015

 

 

 

January

31.00

27.61

205,433,520

February

32.45

27.46

157,909,560

March

31.76

27.64

215,882,620

(1) Prices and amounts adjusted by income and other corporate events.

Source: Economatica.

 

 

 

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in R$

Average monthly trading volume (1)

Price per Common share (1)

High

Low

Shares (in units)

2009

16.57

8.62

16,773,542

2010

18.78

13.13

17,415,840

2011

18.91

14.15

23,050,291

2012

25.23

15.57

30,150,351

2013

 

 

 

1st Quarter

27.54

23.81

45,048,704

2nd Quarter

28.25

23.03

37,198,600

3rd Quarter

28.89

22.28

45,798,240

4th Quarter

29.52

24.04

32,135,840

2014

 

 

 

1st Quarter

27.42

21.70

27,606,000

2nd Quarter

29.84

25.45

31,854,240

3rd Quarter

33.59

25.86

28,700,320

4th Quarter

32.47

24.07

33,032,640

2015

 

 

 

Janury

30.42

27.26

26,185,320

February

32.22

27.38

17,539,680

March

31.50

27.73

27,500,500

(1) Prices and amounts adjusted by income and other corporate events.

Source: Economatica.

 

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)

2009

11.84

4.00

310,566,190

2010

14.47

8.78

282,022,353

2011

14.05

9.29

284,126,944

2012

12.99

8.99

241,136,014

2013

 

 

 

1st Quarter

13.49

12.13

169,957,983

2nd Quarter

13.78

9.42

184,524,446

3rd Quarter

11.32

8.83

241,172,804

4th Quarter

12.08

9.28

183,069,617

2014

 

 

 

1st Quarter

11.09

8.14

214,126,505

2nd Quarter

12.84

10.94

201,148,852

3rd Quarter

15.14

11.20

200,679,496

4th Quarter

13.53

9.49

272,830,496

2015

 

 

 

January

11.77

10.18

202,988,377

February

11.40

9.84

146,616,570

March

10.96

8.43

320,424,131

(1) Prices and amounts adjusted by income and other corporate events.

Source: Economatica.

 

 

 

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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

12.17

7.88

55,593

2013

 

 

 

1st Quarter

13.84

12.06

30,368

2nd Quarter

14.80

10.47

50,660

3rd Quarter

13.21

8.91

162,514

4th Quarter

13.55

10.20

41,969

2014

 

 

 

1st Quarter

12.08

9.19

75,932

2nd Quarter

13.75

11.28

47,385

3rd Quarter

14.82

11.29

30,145

4th Quarter

13.11

9.36

44,043

2015

 

 

 

January

11.72

9.75

46,790

February

11.54

9.95

20,933

March

11.23

7.27

121,499

(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 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."

Our preferred share ADSs and common share ADSs are represented by preferred share ADRs and common share ADRs, respectively. Our preferred share ADSs 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 share ADRs and common share ADRs. Title to an preferred share ADR or common share ADR (and to each preferred share ADS 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 share ADRs and common share ADRs who transfer their preferred share ADRs 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

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·      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 share ADSs and common share ADSs have the rights corresponding to the underlying shares, subject to the Deposit Agreements. Owners of the preferred share ADSs and common share ADSs are parties to the Deposit Agreements and therefore are bound to its terms and to the terms of the preferred share ADRs and common share ADRs that represent, respectively, the preferred share ADSs and common share ADSs.

 

9.B. Plan of Distribution

Not applicable.

 

9.C. Markets

Trading on the BM&FBovespa

BM&FBOVESPA 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 BM&FBovespa, 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 BM&FBOVESPA, 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 CBLC.

The BM&FBOVESPA is less liquid than the NYSE or other major exchanges in the world. As of December 31, 2014, the aggregate market capitalization of the 362 companies listed on the BM&FBOVESPA, was equivalent to US$844.5 billion and the ten largest companies listed on the BM&FBOVESPA represented 50.7% 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, 2014, we accounted for 6.5% of the market capitalization of all listed companies on the BM&FBOVESPA.

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 (a) foreign investments through a depositary receipt mechanism; and (b) 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. Resolution No. 4,373/14 became effective on March 30, 2015.

 See "Item 10.D. Exchange Controls" for further information about 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 Resolution No. 4,373/14.

 

 

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Corporate governance practices of BM&FBOVESPA

In 2000, BM&FBOVESPA 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 BM&FBOVESPA, encouraging these companies to follow good corporate governance practices. BM&FBOVESPA subsequently introduced a new segment called "Bovespa Mais," 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 BM&FBOVESPA; 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 BM&FBOVESPA's Level 2 segment is in force; (iv) 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; (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 BM&FBOVESPA "Arbitration Board" rules for resolving any conflicts between the company and its investors.

To join BM&FBOVESPA's "Novo Mercado" segment, an issuer must meet all requirements described in "Levels 1 and 2," in addition to: (i) issuing only common shares (with voting rights); and (ii) 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 BM&FBOVESPA 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.

 

 

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ITEM 10. ADDITIONAL INFORMATION


10.A. Share Capital

For more information on our share capital, 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;

·      at least 30.0% of net income according to BR GAAP (adjusted by the deductions under the two 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. Our Diretoria 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. Our Diretoria Executiva bases the amount of the interim dividends on previously accrued or retained earnings.

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Since 1970, we have been distributing dividends on a monthly basis. Consistent with Brazilian Corporate law, our Bylaws allow our Diretoria 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 considered for the calculation of the mandatory dividend; such inclusion must be at net value.

Under Brazilian law, a shareholder who does not receive a dividend payment may start a proceeding for the charging of these payments within three years, counting from the date when the dividends are made available for distribution. When that term ends, the unclaimed dividends return to the Company.

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 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 institutions 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 inferior to 25.0% of the required capital, restriction of up to 100.0% 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 100.0% 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 15 calendar days prior to the scheduled assembly date. The notice must contain the assembly'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 assembly. 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 assembly. 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 assembly 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.

 

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.

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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 assembly, 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:

·      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;

·      authorize the issuance of debentures;

·      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.

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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 Brazilian 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 Bradesco to create an ADR program for its common shares in the U.S. market. As part of this authorization, and after the Brazilian government had affirmed it as being in its own interest, the Central Bank increased the limit of foreign interest in Bradesco's 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 general 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;

-­        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 general shareholders' meeting resolves to:

-­        acquire control of another company at a price exceeding certain limits set forth in Brazilian Law;

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-­        merge or consolidate a company, provided that its 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 that its 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 thirty 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 assembly to be held within one year). In that case the 30-day term is counted from the date the minutes of the special assembly 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, as 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.

 

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.

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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 BM&FBOVESPA. Shares are added to the BM&FBOVESPA system through Brazilian institutions, which have clearing accounts with the BM&FBOVESPA. Our shareholder registry indicates which shares are listed on the BM&FBOVESPA system. Each participating shareholder is in turn registered in a register of beneficial shareholders maintained by the BM&FBOVESPA and is treated in the same manner as our registered shareholders.

 

Brazilian rules related to information disclosure

In January 2002, the CVM issued regulations, which 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 "fato relevante" of a material fact. 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;

-­        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

        the approval, change or abandonment of a project or delay in its implementation;

·      in the event our executive officer in charge of investor relations does not make required disclosure, extend 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;

·      if we acquire a controlling participation in a company that has its securities traded on a market, disclose any intention to delist the company within the period of one year;

·      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

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·      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 securities distribution prospectus and 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 Regulatory Capital. In October 2013, pursuant to Circular No. 3,678, 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 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.

Appendix 5 to CMN Resolution No. 1,289/87, known as the "Appendix 5 Regulations," allows Brazilian companies to issue depositary receipts in foreign exchange markets. 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.

 

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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, respectively, 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, Brazilian law 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, 100.0% 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.

 

BM&FBOVESPA´s differentiated corporate governance practices

In 2001, Bradesco voluntarily adhered to BM&FBOVESPA'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%.

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10.C. Material contracts

None.

 

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 Brazilian 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 Brazilian 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 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 Resolution No. 4,373/14.

Under 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 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:

·      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 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.

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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 from profits of years beginning on or after January 1996 that we pay to any beneficiary, including depositary banks in respect of our shares underlying preferred share ADSs or common share ADSs and/or a holder not residing in Brazil in respect of such shares are not subject to Brazilian withholding income tax. Only dividends paid from profits generated prior to January 1996 are subject to Brazilian withholding income tax unless the amount of the dividend is used to increase our capital and these shares are not redeemed for a period of five years. Pursuant to Brazilian law, we are responsible for withholding and paying any tax on dividends we distribute.

With the enactment of Law No. 12,973/14, exclusively in relation to the profits or dividends calculated based on the profits and losses determined in 2014 for legal entities, in amounts higher than those calculated following the accounting methods and criteria in force on December 31, 2007, these are subject to withholding income tax levied at the rate of 15.0% for beneficiaries resident or domiciled abroad.

 

Distributions of interest on equity

Brazilian corporations may, subject to certain limitations, make payments to shareholders in the form of interest on equity, as an alternative to distributing dividends. The principal difference between dividends and interest on equity is their tax treatment.

Dividends payments are not deductible for income tax purposes. On the other hand, for determination of the income tax due by a Brazilian legal entity, we may deduct distributions of interest on equity paid to Brazilian and holders not residing in Brazil of preferred and common shares, including payments to the depositary bank in respect of our shares underlying ADSs, up to an interest rate which does not exceed the pro rata die fluctuation of the rate of the federal government's long-term interest rate, known as the TJLP, applied on the equity and determined using BR GAAP. The total amount distributed as interest on equity, which may be deducted from the calculation basis of income tax and social contribution tax, may not exceed the greater of:

·   50.0% of our net income (before taking the distribution and any deductions for calculating income taxes into account), as measured in accordance with BR GAAP for the year in respect of which the payment is made; or

·   50.0% of retained earnings for the year preceding the year in which the payment is made, as measured in accordance with BR GAAP.

Following the enactment of Provisional Measure No. 627/13, converted into the Law No. 12,973/14, for calendar years 2008 to 2013, and, optionally, for 2014, and calculation of above limits, the legal entity may use accounts of shareholders' equity measured in accordance with provisions of Law no. 6,404/76. However, when calculating the portion to deduct, shareholders' equity accounts will not consider values related to valuation adjustments to equity deriving from evaluation at fair value (Article 182, paragraph 3, of Law No. 6,404/76).

Payments of interest on equity are subject to Brazilian withholding tax at the rate of 15.0%. For payments to persons who are resident in a jurisdiction that under Brazilian law is deemed to be a "tax haven" (any country (a) that does not impose income tax or that taxes income at a rate of less than 20.0% or (b) whose corporate law establishes confidentiality of the corporate entities' shareholders). Brazilian tax law subjects such payments to withholding tax at the source at a 25.0% rate. We are responsible for withholding and paying the tax charged on interest on equity that we distribute.

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Amounts paid as interest on equity (net of withholding tax owed) may be treated as payments in respect of the mandatory dividends we are obligated to distribute to our shareholders in accordance with our bylaws. Distributions of interest on equity in respect of the shares, including distributions to the depositary bank in respect of the shares underlying ADSs, may be converted into U.S. dollars and remitted outside of Brazil, subject to applicable exchange controls.

Payments of interest on equity are decided by the Board of Directors on the basis of recommendations of our Board of Executive Officers.

Our Board of Directors has traditionally approved the distribution of the maximum amount of interest on equity permitted by law.

 

Taxation of gains

Gains realized outside Brazil by a holder not residing in this country on the disposition of ADSs or shares to another non-Brazilian holder are not subject to Brazilian tax.

Gains realized by individuals residing in Brazil on any disposition of shares in Brazil are subject to tax at the following rates:

·      20.0% if the transaction is "day-traded" on a stock exchange; or

·      15.0% for all other cases.

Earnings from "day trading" on stock exchanges, commodities and futures, or similar exchanges, are also subject to withholding income tax at a 1.0% rate, and this tax may be deducted from tax on net gains determined in the month.

As of January 2005, the disposal amounts from trading on stock exchanges, commodities and futures and similar exchanges, except day trades (which remain subject to taxation as mentioned above) are subject to 0.005% of withholding income tax. However, gains realized by individuals from share transactions at stock exchange or over-the-counter demand markets are exempt if total disposals of this asset during the month does not exceed R$20 thousand. This tax does not apply to transactions by foreign investors registered with the Central Bank pursuant to CMN Resolution No. 4,373/14, which became effective as of March 30, 2015 and revoked CMN Resolution No. 2,689/00, except for foreign investors living in a country considered to be a "tax haven."

Gains realized on any disposition of shares in Brazil by non-residents who are domiciled in a country that, under Brazilian law, is deemed to be a tax haven are subject to the same rates applicable to holders resident in Brazil, as described above.

Capital gains realized on disposition of shares in Brazil by holders who are resident abroad in a country not considered a "tax haven" are not subject to Brazilian tax if:

·   the proceeds obtained by the disposition are remitted outside Brazil within five business days of the cancellation of the ADSs, which were represented by the shares sold; or

·   the foreign investment in the shares is registered at the Central Bank under CMN Resolution No. 4,373/14.

If none of the above is the case, the same treatment applicable to Brazilian residents will apply.

Gain on the disposition of shares is measured by the difference in U.S. dollars between the amount in foreign currency received on the sale or exchange and the acquisition cost of the shares sold, measured in Brazilian currency without any correction for inflation and converted into the foreign currency based on the exchange rate published by Central Bank on the date the acquisition was made. There are discussions whether the amount should be calculated in foreign currencies or in Brazilian reais, and it is certain that tax authorities have already stated their position that gains should be calculated in the local currency. The acquisition cost of shares registered as an investment with the Central Bank is calculated on the basis of their effective cost as shown by valid documentation or, in its absence, on the basis of the foreign currency amount registered with the Central Bank. See "Item 10.D. Exchange Controls."

Except for the international avoidance of double taxation tax treaty signed with Japan, Brazil's other signed international tax treaties do not grant relief from taxes on gains realized on sales or exchanges of shares. Gains realized by a non‑Brazilian holder upon the redemption of shares would be treated as gains from the disposition of such shares to a Brazilian resident occurring off a stock exchange and would accordingly be subject to income tax at a rate of 15.0% (except for tax haven residents, for the inflow of direct investments to Brazil under the regime of Law No. 4,131/62, in which the applicable rate would be 25.0%).

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Any exercise of preemptive rights relating to the shares or ADSs will not be subject to Brazilian taxation. Gains on the sale or assignment of preemptive rights relating to the shares will be treated differently for Brazilian tax purposes depending on whether:

(i)     the sale or assignment is made by, or on behalf of, the depositary bank or the investor; and

(ii)    the transaction takes place on a Brazilian stock exchange.

 

Other Brazilian taxes

There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of shares or ADSs by a holder not residing in Brazil, with the exception of gift and inheritance taxes levied by some states in Brazil on gifts made or inheritances bestowed by individuals or entities not residing or domiciled in Brazil or in the relevant state to individuals or entities that are residing or domiciled within such state in Brazil. There are no Brazilian stamps, issue, registration or similar taxes or duties payable by holders of the shares or ADSs.

Tax on Financial Transactions (Imposto Sobre Operações Financeiras, or IOF) is a tax on operations such as: (i) foreign exchange transactions, (ii) securities, (iii) loans, and (iv) insurance. The Minister of Finance sets the rate of the IOF subject to a 25.0% ceiling. Although the taxpayer is the one conducting the financial transaction subject to taxation, the tax is usually collected by the financial institution involved, if applicable.

For further information on IOF on foreign exchange transactions, see “Item 4.B. Business Overview - Regulation and Supervision - Taxation.

 

Registered capital

Amounts invested in securities by a holder not residing in Brazil who: (i) qualifies for benefits under 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.

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.

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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 in reais will be measured by reference to the exchange rate for converting reais into 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 such reais into 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 the reais are 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 2014 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 2015 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.

Distributions of additional shares to holders with respect to their shares or ADSs that are made as part of a pro rata distribution 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 nonresident 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.

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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: (i) such gain is effectively connected with the conduct by the holder of a trade or business in the United States or (ii) 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 the ADSs 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.

 

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. Since November 2002, we are required to make filings with the SEC by electronic means. 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(a) of our consolidated financial statements in "Item 18. Financial Statements.”

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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 than reais, 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.

 

Risk Factor

Market as of December 31, 2014

Scenarios

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

25% shock for prices and rates

50% shock for prices and rates

Foreign exchange rate R$/USD

2.65

2.67

3.31

3.97

1-year fixed rate in reais

12.96%

12.97%

16.20%

19.44%

Shocks were also applied to other risk factors and terms of the interest curves. It is important to note that, in the first quarter of 2015, the real depreciated 20.8% against the U.S. dollar (from R$2.65 to R$3.20 per U.S. dollar), which is below the 25.0% and 50.0% shock scenarios.

 

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The impacts of these scenarios on our positions would be as follows:

Trading and banking portfolios

On December 31, 2014

R$ in thousands

Risk Factors

Definition

Scenarios (1)

1

2

3

Interest rate in reais

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

(6,653)

(2,026,998)

(3,924,153)

Price Index

Exposure subject to the variation of price index coupon rates

(9,382)

(1,370,926)

(2,568,347)

Exchange coupon

Exposure subject to the variation of foreign exchange coupon rates

(526)

(57,069)

(106,625)

Foreign currency

Exposure subject to foreign exchange variation

(7,430)

(142,382)

(272,480)

Variable income

Exposure subject to the variation of share prices

(17,898)

(447,446)

(894,892)

Sovereigns/Eurobonds and Treasuries

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

(898)

(40,715)

(79,422)

Other

Exposure not eligible in the previous definitions

(1,100)

(28,795)

(57,591)

Total not correlated

 

(43,887)

(4,114,331)

(7,903,510)

Total correlated

 

(32,947)

(3,412,335)

(6,546,331)

(1) Amounts net of tax effects.

 

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, 2014

R$ in thousands

Risk Factors

Definition

Scenarios (1)

1

2

3

Interest rate in reais

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

(5,534)

(1,677,281)

(3,242,116)

Price index

Exposure subject to the variation of price index coupon rates

(8,902)

(1,302,920)

(2,435,266)

Exchange coupon

Exposure subject to the variation of foreign exchange coupon rates

(125)

(10,200)

(19,598)

Foreign currency

Exposure subject to foreign exchange variation

(4,136)

(63,668)

(116,939)

Variable income

Exposure subject to the variation share prices

(17,254)

(431,361)

(862,722)

Sovereigns/Eurobonds and Treasuries

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

(496)

(15,871)

(31,395)

Other

Exposure not eligible in the previous definitions

(390)

(9,741)

(19,482)

Total not correlated

 

(36,837)

(3,511,042)

(6,727,518)

Total correlated

 

(28,503)

(3,037,084)

(5,816,247)

(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.

Trading Portfolio

On December 31, 2014

R$ in thousands

Risk Factors

Definition

Scenarios (1)

1

2

3

Interest rate in reais

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

(1,171)

(366,067)

(712,658)

Price index

Exposure subject to the variation of price index coupon rates

(569)

(80,643)

(157,231)

Exchange coupon

Exposure subject to the variation of foreign exchange coupon rates

(435)

(47,993)

(89,385)

Foreign currency

Exposure subject to foreign exchange variation

(3,418)

(85,185)

(170,367)

Variable income

Exposure subject to the variation share prices

(651)

(16,264)

(32,529)

Sovereigns/Eurobonds and Treasuries

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

(574)

(29,250)

(56,730)

Other

Exposure not eligible in the previous definitions

(1,121)

(27,687)

(55,374)

Total not correlated

 

(7,939)

(653,089)

(1,274,274)

Total correlated

 

(5,250)

(434,142)

(843,678)

(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 and, additionally, to incorporate the Gamma and Vega risks of options transactions. Financial positions are allocated to primary risk factors such as interest rates and currencies, and the methodology considers the diversification effect through the correlation observed for these factors.

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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 the Organization, by way of analyses carried out for different VaR observation periods and confidence levels, both for Total VaR and by risk factors.

In 2014 the hypothetical daily results exceeded the VaR five times, while the effective profit and loss exceed VaR six times. In each case, that is within the limits defined in the statistical testing applied to the model. 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, in certain situations, the correlations differed from those forecast by the model.

In 2014, VaR of the trading portfolio, at one-day horizon and net of tax effects, presented maximum value of R$57 million in the fourth quarter of the year, and average from R$32 million to R$36 million, respectively in the second and fourth quarters of 2014. The proximity among these averages shows that no great variations occurred in the period and the risk level was slightly lower than that at the end of 2013.

The following tables show value at risk using the VaR methodology:

 

2014 - R$ in thousands

January, February and March

At March 31

Average

Minimum

Maximum

Risk Factors

 

 

 

 

Reais (fixed and floating rate)

32,201

19,275

39,906

34,381

Foreign exchange coupon

4,817

4,174

5,526

5,526

Foreign currency

4,648

192

14,041

8,866

Variable income

818

54

3,096

273

Sovereign risk

5,218

3,506

7,666

5,911

Other

2,258

913

4,010

3,746

Total VaR

35,079

20,732

45,048

36,412

 

 

 

2014 - R$ in thousands

April, May and June

At June 30

Average

Minimum

Maximum

Risk Factors

 

 

 

 

Reais (fixed and floating rate)

31,113

17,002

46,617

26,855

Foreign exchange coupon

5,564

4,790

6,050

4,790

Foreign currency

9,603

656

18,837

2,743

Variable income

3,904

154

7,779

5,751

Sovereign risk

5,601

4,660

6,597

5,134

Other

1,122

485

2,916

881

Total VaR

32,120

24,741

44,841

24,974

 

 

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2014 - R$ in thousands

July, August and September

At September 30

Average

Minimum

Maximum

Risk Factors

 

 

 

 

Reais (fixed and floating rate)

33,279

18,960

54,261

54,261

Foreign exchange coupon

4,775

3,334

5,209

4,897

Foreign currency

2,323

158

9,194

1,866

Variable Income

1,942

3

6,538

8

Sovereign risk

4,778

3,186

6,009

3,341

Other

1,828

1,060

3,530

1,503

Total VaR

34,009

18,690

53,076

53,076

 

 

2014 - R$ in thousands

October, November and December

At December 31

Average

Minimum

Maximum

Risk Factors

 

 

 

 

Reais (fixed and floating rate)

35,020

13,983

50,661

30,257

Foreign exchange coupon

4,638

3,730

6,899

6,048

Foreign currency

2,927

196

11,219

8,640

Variable Income

1,492

23

5,767

3,737

Sovereign risk

4,467

3,035

5,607

5,526

Other

2,705

1,666

4,311

1,995

Total VaR

36,356

16,090

56,896

36,549

 

The following table shows trading portfolio VaR concentration in frequency terms in the year ended December 31, 2014:

Value at Risk (R$ in millions)

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

% Events

Up to R$20

0.0%

0.0%

1.5%

6.2%

1.9%

Over R$20 up to R$30

12.7%

30.8%

21.2%

24.6%

22.4%

Over R$30 up to R$40

63.5%

64.6%

63.6%

30.8%

55.6%

Over R$40 up to R$50

23.8%

4.6%

12.1%

32.3%

18.1%

Over R$50

0.0%

0.0%

1.5%

6.2%

1.9%

 

 

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES


12.A. Debt Securities

Not applicable.

 

12.B. Warrants and Rights

Not applicable.

 

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).

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RATES AND FEES

SERVICE

US$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, 2014, we received from our depositary bank the amount of US$13.7 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, 2014, 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.

 

(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.

194 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

Our Management made an assessment of the effectiveness of our internal control over consolidated financial reporting as of December 31, 2014 based upon the 2013 framework "Enterprise Risk Management – Integrated Framework" 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, 2014, 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 30, 2015, on the effectiveness of the internal control over financial reporting as of December 31, 2014, 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, 2014 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, 2014 and 2013:

Year ended December 31,

R$ in thousands

2014

2013

Audit fees

26,823

29,177

Audit-related fees

960

659

Other fees

1,180

926

Total fees

28,963

30,762

 

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Form 20-F

 

The fees for the years 2014 and 2013 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 domestic and international control and attestation reports, previously-agreed procedures reports on reviews of internal controls requested 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 previously-agreed procedures for reviews of financial information, reviews of controls and process diagnostics, which cover the technological environment and others, training sessions and other assurance services.

 

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 independent audit services to Bradesco and its subsidiaries 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 four members of our Audit Committee, two members are also members 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) because the Audit Committee is a separate body from our Board of Directors and is 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. Acquisitions of preferred shares for treasury are in the table below:

 

196 Form 20-F – December 2014


 
 

Table of Contents

Form 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 programs

01/02 to 01/31/14

-

-

-

4,889,100

02/03 to 02/28/14

1,118,600

25.86

1,118,600

3,770,500

03/05 to 03/31/14

-

-

-

3,770,500

04/01 to 04/30/14

-

-

-

3,770,500

05/02 to 05/30/14

-

-

-

3,770,500

06/02 to 06/30/14

-

-

-

7,500,000

07/01 to 07/31/14

-

-

-

7,500,000

08/01 to 08/29/14

-

-

-

7,500,000

09/01 to 09/30/14

-

-

-

7,500,000

10/01 to 10/31/14

-

-

-

7,500,000

11/03 to 11/28/14

-

-

-

7,500,000

12/01 to 12/31/14

-

-

-

7,500,000

 

We currently have no repurchase program for our common shares.

 

16.F. Change in Registrant's Certifying Accountant

Not applicable.

 

16.G. Corporate Governance

In May 2006, our Board of Directors approved Bradesco’s corporate governance policy. This policy is available on our website at www.bradesco.com.br/ri.

 

Comparison of Bradesco’s 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:

(1)   SEC requirements concerning audit committees;

(2)   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

(3)   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

Bradesco's corporate governance practices

303A.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 Bradesco to have independent directors.

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 a director of the Company, none of the directors of Bradesco are part of the Diretoria Executiva. The directors have regularly scheduled executive sessions at least once per annum in order to evaluate his performance.

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303A.04

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

We have a Corporate Governance Executive Committee composed of management from Bradesco. The committee has 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 one-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 one year, and is appointed by, and may be replaced by, the Board of Directors. We currently have four members on our Audit Committee, two of them are also our directors. 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.

The main obligations of our Audit Committee are:

·       recommending to the Board of Directors which outside firm should be hired to provide independent audit services and the amount of compensation such firm should receive, as well as to recommend the replacement of such firm;

·       previously evaluating the hiring of independent auditors for other services than auditing of financial statements;

·       reviewing statutory financial statements prior to their disclosure, including the explanatory notes to the financial statements, the independent auditor's report and any management reports;

·       establishing and disclosing policies and procedures for receiving and processing information in breach of legal provisions and regulations applicable to the Company, or internal regulations or codes, including specific procedures to protect a person providing information and ensure their confidentiality;

·       evaluating the work of both the internal and the independent auditors, including their compliance with applicable legal obligations and internal regulations and codes; and

·       meeting with the Diretoria Executiva and both the independent and the external auditors at least quarterly.

·       We also have a Fiscal Council, which currently has five members and five alternates. The Fiscal Council is an independent corporate body. In accordance with Brazilian Corporate Law, the Fiscal Council's responsibilities include:

·       supervising, through any of its members, the actions of our managers and verifying the fulfillment of their duties;

·       reviewing and issuing opinions regarding our statutory financial statements prior to their disclosure, including the explanatory notes to the financial statements, the independent auditor's report and any management reports; and

·       opining on any management proposals to be submitted to the General Shareholders' Meeting related to changes in our share capital, issuances of debentures or rights offerings entitling the holder to subscribe for equity, investment plans and capital expenditure budgets, distributions of dividends and/or interest on equity, change in the corporate structure, mergers, consolidations or spin‑offs.

 

198 Form 20-F – December 2014


 
 

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Form 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, 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 companies that are part of the Organization. We have an Ethics Committee, appointed by the Board of Directors, which is responsible for the enforcement of the Codes of Ethics Conduct, including determining which actions to take concerning the disclosure, 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.

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Table of Contents

Form 20-F

 

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-144.

 

200 Form 20-F – December 2014


 
 

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Form 20-F


ITEM 19. EXHIBITS

Documents filed as exhibits to this annual report:

1.1 - Amended and Restated Bylaws of Banco Bradesco S.A.

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 long-term debt securities of our company and its subsidiaries under any one instrument does not exceed 10.0% of the total assets of our company and its subsidiaries on a consolidated basis. We agree to furnish copies of any or all such instruments to the SEC upon request.

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.

 

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Form 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 Cappi                   
Luiz Carlos Trabuco Cappi
Chief Executive Officer

 

/s/ Alexandre da Silva Glüher                      
Alexandre da Silva Glüher
Chief Financial Officer

 

 

 

 

Date: April 30, 2015.

 

 

 

 

 

202 Form 20-F – December 2014


 
 

 


 
 

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

 

Summary

 

Independent Auditors’ Report

F-3

Consolidated Statement of Income

F-4

Consolidated Statement of Comprehensive Income

F-5

Consolidated Statement of Financial Position

F-6

Consolidated Statement of Changes in Equity

F-7 - F-8

Consolidated Statement of Cash Flows

F-9 - F-10

Notes to the Consolidated Financial Statements

 

1)

General information

F-11

 

19)

Cash and balances with banks

F -101

2)

Significant accounting practices

F-11

20)

Financial assets and liabilities held for trading

F-102

3)

Risk Management

F-36

21)

Financial assets available for sale

F-106

3.1

Credit risk

F-37

22)

Investments held to maturity

F-107

3.2

Market risk

F-49

23)

Assets pledged as collateral

F-107

3.3

Liquidity risk

F-61

24)

Loans and advances to banks

F-108

3.4

Fair value of financial assets and liabilities

F-68

25)

Loans and advances to customers

F-108

3.5

Capital management

F-75

26)

Non-current assets held for sale

F-109

3.6

Insurance risk/subscription risk

F-81

27)

Investments in associates and joint ventures

F-110

4)

Estimates and judgments.

F-87

28)

Property and equipment

F-113

5)

Operating segments

F-89

29)

Intangible assets and goodwill

F-115

6)

Net interest income

F-93

30)

Other assets

F-116

7)

Net fee and commission income

F-94

31)

Deposits from banks

F-117

8)

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

F-94

32)

Deposits from customers

F-117

9)

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

F-94

33)

Funds from securities issued

F-117

10)

Net gains/(losses) on foreign currency transactions

F-94

34)

Subordinated debt

F-119

11)

Net income from insurance and pension plans

F-95

35)

Insurance technical provisions and pension plans

F-122

12)

Impairment of loans and advances

F-95

36)

Supplemental pension plans

F-131

13)

Personnel expenses

F-96

37)

Other provisions

F-134

14)

Other administrative expenses

F-96

38)

Other liabilities

F-137

15)

Depreciation and amortization

F-96

39)

Equity

F-138

16)

Other operating income/(expenses)

F-97

40)

Transactions with related parties

F-139

17)

Income tax and social contribution

F-97

41)

Off-balance sheet commitments

F-142

18)

Earnings per share

F-101

42)

New standards and amendments and interpretations of existing standards

F-143

43)

Other information

F-144

       

44)

Subsequent events

F-144

 

                                                                                                                                                      

 

           F -2     IFRS – International Financial Reporting Standards – 2014

 


 
 

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, 2014 and 2013, 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, 2014. We also have audited Bradesco’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal 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 audits 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.

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, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2014, 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, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

 

KPMG Auditores Independentes

 

Osasco, Brazil
April 30, 2015

Bradesco F - 3                

 


 

 

 

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

 

Consolidated Statement of Income

 

 

R$ thousand

Note

Years ended December 31

2014

2013

2012

Interest and similar income

 

103,893,096

90,682,625

83,031,854

Interest and similar expenses

 

(53,847,329)

(41,382,142)

(39,646,131)

Net interest income

6

50,045,767

49,300,483

43,385,723

Fee and commission income

 

16,759,980

14,535,723

12,757,131

Fee and commission expenses

 

(20,724)

(36,041)

(36,391)

Net fee and commission income

7

16,739,256

14,499,682

12,720,740

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

8

(1,933,003)

(5,790,089)

2,110,112

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

9

(991,894)

(6,100,782)

1,895,974

Net gains/(losses) on foreign currency transactions

10

(1,244,680)

(1,093,597)

(1,087,595)

Net income from insurance and pension plans

11

5,411,845

6,933,680

1,413,016

Operating income

 

1,242,268

(6,050,788)

4,331,507

Impairment of loans and advances

12

(10,291,386)

(9,623,870)

(11,451,383)

Personnel expenses

13

(13,667,639)

(12,354,418)

(11,559,002)

Other administrative expenses

14

(12,971,521)

(12,151,537)

(11,803,989)

Depreciation and amortization

15

(2,932,687)

(2,740,830)

(2,488,182)

Other operating income/(expenses)

16

(10,223,083)

(7,622,240)

(8,674,178)

Operating expense

 

(50,086,316)

(44,492,895)

(45,976,734)

Income before income taxes and equity in the earnings of associates

 

17,940,975

13,256,482

14,461,236

Equity in the earnings of associates and joint ventures

27

1,389,816

1,062,687

980,212

Income before income taxes

 

19,330,791

14,319,169

15,441,448

Income tax and social contribution

17

(3,914,313)

(1,833,031)

(4,089,754)

Net income for the year

 

15,416,478

12,486,138

11,351,694

 

 

 

 

 

Attributable to shareholders:

 

 

 

 

Controlling shareholders

 

15,314,943

12,395,920

11,291,570

Non-controlling interest

 

101,535

90,218

60,124

 

 

 

 

 

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

 

 

 

 

– Earnings per ordinary share

18

3.48

2.81

2.56

– Earnings per preferred share

18

3.82

3.09

2.82

 

The Notes are an integral part of the Consolidated Financial Statements.

 

 

 

           F -4     IFRS – International Financial Reporting Standards – 2014


 
 

Consolidated Financial Statements prepared in accordance with International Financial ReportingStandards (IFRS)

 

Consolidated Statement of Comprehensive Income

 

 

R$ thousand

Years ended December 31

2014

2013

2012

Net income for the year

15,416,478

12,486,138

11,351,694

 

 

 

 

Items that could be reclassified to the Consolidated Statement of Income

 

 

 

Financial assets available for sale

 

 

 

Unrealized gains/(losses) on financial assets available for sale

2,018,046

(6,253,775)

5,901,508

Realized gains/(losses) on financial assets available for sale

(1,287,674)

(6,290,648)

1,778,290

Tax effect

(289,194)

5,014,296

(3,061,838)

 

 

 

 

Exchange differences on translations of foreign operations

 

 

 

Foreign exchange on translations of foreign operations

3,681

50,839

46,196

Tax effect

(1,473)

(20,335)

(18,479)

Total adjustments not included in the net income

443,386

(7,499,623)

4,645,677

Total comprehensive income for the year

15,859,864

4,986,515

15,997,371

 

 

 

 

Attributable to shareholders:

 

 

 

Controlling shareholders

15,758,329

4,896,297

15,937,247

Non-controlling interest

101,535

90,218

60,124

 

The Notes are an integral part of the Consolidated Financial Statements.

 

 

 

 

Bradesco F - 5                


 
 

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

 

Consolidated Statement of Financial Position

 

 

R$ thousand

 

Note

December 31

2014

2013

Assets

 

 

 

Cash and balances with banks

19

65,430,300

67,450,363

Financial assets held for trading

20a

78,498,311

96,092,523

Financial assets available for sale

21

120,961,734

67,838,411

Investments held to maturity

22

25,071,031

23,069,026

Assets pledged as collateral

23

152,612,689

117,740,225

Loans and advances to banks

24

72,974,619

78,719,723

Loans and advances to customers, net of impairment

25

328,064,004

304,121,334

Non-current assets held for sale

26

1,006,461

832,546

Investments in associates and joint ventures

27

3,983,780

3,392,847

Property and equipment, net of accumulated depreciation

28

4,700,518

4,501,967

Intangible assets and goodwill, net of accumulated amortization

29

7,529,915

8,220,739

Taxes to be offset

17g

6,130,191

5,293,116

Deferred income tax assets

17c

28,388,183

25,661,079

Other assets

30

35,099,280

35,367,715

Total assets

 

930,451,016

838,301,614

 

 

 

 

Liabilities

 

 

 

Deposits from banks

31

279,940,227

243,100,373

Deposits from customers

32

210,031,505

216,218,057

Financial liabilities held for trading

20b

3,315,573

1,826,382

Funds from securities issued

33

85,030,399

57,883,068

Subordinated debt

34

35,821,666

35,885,003

Insurance technical provisions and pension plans

35

146,559,220

130,329,023

Other provisions

37

13,864,401

13,752,577

Current income tax liabilities

 

3,602,333

3,082,976

Deferred income tax liabilities

17c

808,178

799,824

Other liabilities

38

69,185,709

63,321,405

Total liabilities

 

848,159,211

766,198,688

 

 

 

 

Equity

39

 

 

Share capital

 

38,100,000

38,100,000

Treasury shares

 

(298,015)

(269,093)

Capital reserves

 

35,973

35,973

Profit reserves

 

43,765,349

34,122,503

Additional paid-in capital

 

70,496

70,496

Other comprehensive income

 

(659,501)

(1,102,887)

Retained earnings

 

1,153,439

927,314

Equity attributable to controlling shareholders

 

82,167,741

71,884,306

Non-controlling interest

 

124,064

218,620

Total equity

 

82,291,805

72,102,926

 Total liabilities and equity

 

930,451,016

838,301,614

 

The Notes are an integral part of the Consolidated Financial Statements.

 

 

           F -6     IFRS – International Financial Reporting Standards – 2014


 
 

Consolidated Financial Statements prepared in accordance with International Financial ReportingStandards (IFRS)

 

Consolidated Statement of Changes in Equity

 

 

 

 

R$ thousand

Share

capital

Treasury shares

Capital reserves

Revenue reserves

 

Additional paid-in

capital

Other comprehensive income (1)

Retained earnings

Equity attributable to controlling shareholders

Non-controlling interest

Total equity

Legal

Statutory

Balance on December 31, 2011

30,100,000

(183,109)

35,973

3,269,412

23,463,119

70,496

1,751,059

632,096

59,139,046

243,048

59,382,094

Net income

-

-

-

-

-

-

-

11,291,570

11,291,570

60,124

11,351,694

Financial assets available for sale

-

-

-

-

-

-

4,617,960

-

4,617,960

-

4,617,960

Foreign currency translation adjustment

-

-

-

-

-

-

27,717

-

27,717

-

27,717

Comprehensive income

-

-

-

-

-

-

-

-

15,937,247

60,124

15,997,371

Purchase of treasury shares

-

(14,192)

-

-

-

-

-

-

(14,192)

-

(14,192)

Decrease of non- controlling shareholders’ interest

-

-

-

-

-

-

-

-

-

(1,499)

(1,499)

Capital transaction –Banco BERJ

-

-

-

-

(29,394)

-

-

-

(29,394)

-

(29,394)

Transfers to reserves

-

-

-

569,062

6,917,184

-

-

(7,486,246)

-

-

-

Interest on equity and dividends

-

-

-

-

-

-

-

(3,894,998)

(3,894,998)

(92,992)

(3,987,990)

Balance on December 31, 2012

30,100,000

(197,301)

35,973

3,838,474

30,350,909

70,496

6,396,736

542,422

71,137,709

208,681

71,346,390

Net income

-

-

-

-

-

-

-

12,395,920

12,395,920

90,218

12,486,138

Financial assets available for sale (2)

-

-

-

-

-

-

(7,530,127)

-

(7,530,127)

-

(7,530,127)

Foreign currency translation adjustment

-

-

-

-

-

-

30,504

-

30,504

-

30,504

Comprehensive income

-

-

-

-

-

-

-

-

4,896,297

90,218

4,986,515

Purchase of treasury shares

-

(71,792)

-

-

-

-

-

-

(71,792)

-

(71,792)

Decrease of non- controlling hareholders’ interest

-

-

-

-

-

-

-

-

-

(10,870)

(10,870)

Premium on share subscription (3)

8,000,000

-

-

-

(8,000,000)

-

-

-

-

-

-

Transfers to reserves

-

-

-

600,551

7,332,569

-

-

(7,933,120)

-

-

-

Interest on equity and dividends

-

-

-

-

-

-

-

(4,077,908)

(4,077,908)

(69,409)

(4,147,317)

Balance 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

72,102,926

                         

 

 

The Notes are an integral part of the Consolidated Financial Statements.

 

 

 

Bradesco F - 7                


 
 

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

 

Consolidated Statement of Changes in Equity (continued)

 

 

 

R$ thousand

Share

capital

Treasury shares

Capital reserves

Revenue reserves

 

Additional paid-in capital

Other comprehensive income (1)

Retained earnings

Equity attributable to controlling shareholders

Non-

controlling interest

 

Total equity

Legal

Statutory

Balance 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

72,102,926

Net income

-

-

-

-

-

-

-

15,314,943

15,314,943

101,535

15,416,478

Financial assets available for sale

-

-

-

-

-

-

441,178

-

441,178

-

441,178

Foreign currency translation adjustment

-

-

-

-

-

-

2,208

-

2,208

-

2,208

Comprehensive income

-

-

-

-

-

-

-

-

15,758,329

101,535

15,859,864

Purchase of treasury shares

-

(28,922)

-

-

-

-

-

-

(28,922)

-

(28,922)

Decrease of non-controlling shareholders’ interest

-

-

-

-

-

-

-

-

-

(192,292)

(192,292)

Capital transaction (4)

-

-

-

-

(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

82,291,805

                         

 

(1)  In 2014, consists primarily “net” unrealized gains/losses from investment securities, classified as available for sale (Notes 21 and 23), of which the cumulative tax effects amount to R$ 438,285 thousand (December 31, 2013 - R$ 728,952 thousand);

(2)  On December 31, 2013 includes R$6,117,649 thousand (R$3,670,589 thousand, net of taxes), representing the realization of losses related to the sale and acquisition of available-for-sale securities totaling R$41,945,300 thousand, allowing that the new acquisition cost is aligned with the current fair value. Additionally, a total of R$ 19,121,109 thousand was reclassified from “Available for Sale Securities” to “Held-to-Maturity Securities,” given that the Insurance Group made the reclassification because of a the change in Management's intention. The mark-to-market accounting of these securities, totaling R$479,358 thousand, was maintained under Shareholders’ Equity and will be recognized in the income statement over the remaining term of the securities;

(3)  On March 11, 2013, the Special Shareholders’ Meeting approved an increase in Share Capital, of R$ 8,000,000 thousand, increasing it from R$ 30,100,000 thousand to R$ 38,100,000 thousand, through the issue of 382,479,458 new no-par registered, book-entry shares, of which 191,239,739 are common shares and 191,239,719 are preferred shares. These shares were distributed free of charge to shareholders as a bonus, in the proportion of one (1) new share for every ten (10) shares of the same type already held, benefiting Bradesco’s shareholders as registered on at March 25, 2013; and

(4)  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.

 

 

 

The Notes are an integral part of the Consolidated Financial Statements.

 

 

           F -8     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Consolidated Statement of Cash Flows

 

 

R$ thousand

Years ended December 31

2014

2013

2012

Operating activities

 

 

 

Income before income taxes

19,330,791

14,319,169

15,441,448

Adjustments to reconcile income before income tax to net cash flow from operating activities:

 

 

 

Impairment of loans and advances

10,291,386

9,623,870

11,451,383

Changes in the insurance technical provisions and pension plans

24,008,174

20,001,807

23,326,101

Net (gains)/losses from disposals of assets available for sale

(222,876)

5,698,697

(2,895,780)

Expenses with other provisions

2,324,505

1,132,596

4,246,589

Deferred selling expenses (insurance)

(312,983)

(332,056)

(128,005)

Impairment of assets

1,300,378

459,193

1,697,474

Depreciation

1,056,389

1,018,239

1,035,235

Amortization of intangible assets

1,876,298

1,722,591

1,452,947

Equity in the earnings of associates

(1,389,816)

(1,062,687)

(980,212)

Losses on disposal of non-current assets held for sale

310,141

195,605

203,885

Net losses from disposal of property and equipment

35,706

24,795

5,157

Others

16,254

12,273

(748,398)

Changes in assets and liabilities:

 

 

 

(Increase)/decrease in compulsory deposits with the Central Bank

4,456,083

(7,428,592)

23,202,973

(Increase)/decrease in loans and advances to banks

19,562,317

87,999,493

(53,564,414)

Increase in loans and advances to customers

(88,722,859)

(95,688,070)

(78,824,136)

Decrease in financial assets held for trading

14,689,614

7,619,533

23,176,091

Increase in other assets

(15,473,866)

(11,777,883)

(6,120,400)

Increase in deposits from banks

56,473,841

40,157,365

30,511,120

Increase in deposits from customers

6,883,751

16,961,511

7,087,016

Increase/(decrease) in financial liabilities held for trading

1,489,191

(2,223,600)

3,302,772

Decrease in insurance technical provisions and pension plans

(7,777,977)

(8,441,504)

(3,669,702)

Decrease in other provisions

(2,187,792)

(8,401,128)

(1,119,638)

Increase in other liabilities

18,571,777

13,181,535

20,716,267

Interest received

54,777,470

51,660,545

66,904,924

Interest paid

(32,704,290)

(29,518,063)

(26,852,369)

Income tax and social contribution paid

(6,446,222)

(6,192,982)

(6,220,112)

Other changes in taxes

(798,036)

(889,743)

(1,163,615)

Net cash provided by/(used in) operating activities

81,417,349

99,832,509

51,474,601

 

 

 

 

Investing activities

 

 

 

(Acquisitions)/disposal of subsidiaries, net of cash and cash equivalents paid/received

46,068

-

(2,552)

Acquisitions of financial assets available for sale

(48,896,316)

(97,805,696)

(163,462,843)

Proceeds from sale of financial assets available for sale

37,713,211

71,371,855

115,237,164

Acquisitions of investments held to maturity

(641,845)

-

-

Redemption of investments held to maturity

-

303,307

699,982

Disposal of non-current assets held for sale

663,789

658,039

266,123

Acquisitions of investments in associates

(6,000)

-

(97,454)

Disposal of investments in associates

-

-

918,819

Dividends received from investments in associates

804,883

767,765

510,580

Acquisition of property and equipment

(1,559,585)

(1,332,570)

(1,673,837)

Disposal of property and equipment

263,457

303,996

367,074

Acquisition of intangible assets

(1,270,280)

(2,362,977)

(2,552,000)

Dividends received

295,780

189,865

117,684

Interest received

9,143,482

4,719,738

4,920,612

Net cash provided by/(used in) investing activities

(3,443,356)

(23,186,678)

(44,750,648)

 

 

 

Bradesco F - 9                


 
 

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

 

Consolidated Statement of Cash Flows (continued)

 

 

 

R$ thousand

Years ended December 31

2014

2013

2012

 

 

 

 

Financing activities

 

 

 

Funds from securities issued

53,526,003

43,567,205

24,448,024

Payments on securities issued

(32,577,909)

(38,524,851)

(19,956,590)

Issuance of subordinated debts

-

713,760

12,997,694

Payments on subordinated debts

(2,706,203)

(1,762,491)

(4,493,518)

Acquisition of treasury shares

(28,922)

(71,792)

(14,192)

Capital transaction

(391,392)

-

(29,394)

Decrease of non-controlling interest

(192,292)

(10,870)

(1,499)

Interest paid

(4,704,334)

(5,923,242)

(5,261,001)

Interest on equity and dividends paid

(3,925,450)

(4,362,781)

(3,839,385)

Net cash provided by/(used in) financing activities

8,999,501

(6,375,062)

3,850,139

 

 

 

 

Increase in cash and cash equivalents

86,973,494

70,270,769

10,574,092

 

 

 

 

Cash and cash equivalents

 

 

 

At the beginning of the year

117,697,987

47,427,218

36,853,126

At the end of the year

204,671,481

117,697,987

47,427,218

 

 

 

 

Increase in cash and cash equivalents

86,973,494

70,270,769

10,574,092

 

 

 

 

Non-cash transactions

 

 

 

Credit operations transferred to non-current assets

1,390,525

1,356,644

836,930

Dividends and interest on equity declared but not yet paid

3,313,760

1,504,216

2,396,306

Unrealized (gains)/losses on securities available for sale

(441,178)

7,530,127

(4,617,960)

 

The Notes are an integral part of the Consolidated Financial Statements.

 

 

 

 

           F -10     IFRS – International Financial Reporting Standards – 2014


 
 

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 were approved by the Board of Directors on March 26, 2015.

 

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 statement of financial position, consolidated statement of income, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement 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.

 

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 and the participation of non-controlling interests was adjusted by non-cash items such as provisions, depreciation, amortization and losses due to impairment of loans and advances. The interest received and paid are classified as operating cash flows.

 

 

 

Bradesco F - 11                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

The preparation of the consolidated financial statements requires the adoption 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)      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 31

 

2014

2013

Alvorada Cartões, Crédito Financiamento e Investimento S.A.(1)

Banking

Brazil

-

100.00

Banco Alvorada S.A.

Banking

Brazil

99.99

99.99

Banco Bradesco Financiamentos S.A.

Banking

Brazil

100.00

100.00

Banco Bankpar S.A.(2)

Banking

Brazil

-

100.00

Banco Boavista Interatlântico S.A.

Banking

Brazil

100.00

100.00

Banco Bradesco Argentina S.A.

Banking

Argentina

99.99

99.99

Banco Bradesco BERJ S.A.

Banking

Brazil

100.00

100.00

Banco Bradescard S.A.

Cards

Brazil

100.00

100.00

Banco Bradesco BBI S.A. (3)

Investment Bank

Brazil

99.80

98.35

Banco Bradesco Cartões S.A.

Cards

Brazil

100.00

100.00

Bradesco Administradora de Consórcios Ltda.

Consortium Management

Brazil

100.00

100.00

Bradseg Participações S.A.

Holding

Brazil

100.00

100.00

Bradesco Auto/RE Cia. de Seguros

Insurance

Brazil

100.00

100.00

Bradesco Capitalização S.A.

Capitalization

Brazil

100.00

100.00

Odontoprev S.A. (4)(5)

Dental Health

Brazil

50.01

43.50

Bradesco Leasing S.A. Arrendamento Mercantil

Leasing

Brazil

100.00

100.00

Ágora Corretora de Títulos e Valores Mobiliários S.A.

Broker

Brazil

100.00

100.00

Bradesco S.A. Corretora de Títulos e Valores Mobiliários

Broker

Brazil

100.00

100.00

Bradesco Saúde S.A.

Insurance/Health

Brazil

100.00

100.00

Bradesco Seguros S.A.

Insurance

Brazil

100.00

100.00

Bradesco Vida e Previdência S.A.

Pension plan/Insurer

Brazil

100.00

100.00

Bradesplan Participações Ltda.

Holding

Brazil

100.00

100.00

BRAM – Bradesco Asset Management S.A. DTVM

Asset Management

Brazil

100.00

100.00

Tempo Serviços Ltda.

Service Provider

Brazil

100.00

100.00

União de Participações Ltda.

Holding

Brazil

100.00

100.00

 

(1)      Company merged into Banco Bradesco Berj S.A., in April 2014;

(2)      Company merged into Banco Bradesco Cartões S.A., in June 2014;

(3)      Increase in equity interest through share aquisition in December 2014;

(4)      Consolidated based on control obtained through its shareholders agreement; and

(5)      Increase in equity interest through share aquisition in January 2014.

 

           F -12     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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 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 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.

 

 

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

 

Notes to the Consolidated Financial Statements

 

 

iv.     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.

 

v.      Balances and transactions eliminated in the consolidation

 

Intra-group transactions and balances (except for foreign currency transaction gains and losses) 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.

 

b)      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 – “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 the consolidated statement of income, and other changes in the carrying amount, except impairment, are recognized in equity.

 

 

           F -14     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

               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 cumulative effect 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.

 

c)      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”.

 

Cash and cash equivalents are held at amortized cost in the statement of financial position.

 

d)      Sale and repurchase agreements

 

Securities sold subject to repurchase agreements are presented in the consolidated financial statements in “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.

 

 

 

 

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

 

Notes to the Consolidated Financial Statements

 

e)      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 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 designated at 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 2e (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.

 

 

           F -16     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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 2e(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.

 

 

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

 

Notes to the Consolidated Financial Statements

 

 

-          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.

 

-          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 2e(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 considers the credit risk of the counterparties.

 

The Organization has not designated any transactions as hedges for accounting purposes.

 

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.

 

 

 

           F -18     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

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 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 commonly other instruments the Organization uses widely accepted valuation models that consider observable market data in order to determine the fair value of financial instruments.

 

For more complex instruments, the Organization uses proprietary 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;

 

 

 

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

 

Notes to the Consolidated Financial Statements

 

·        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

·        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.

 

 

           F -20     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

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 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.

 

f)       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.”

 

g)      Property and equipment

 

i.    Recognition and valuation

 

Property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses (see note 2(j) 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.

 

 

 

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

 

Notes to the Consolidated Financial Statements

 

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.

 

Gains and losses from the sale of property and equipment are 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.

 

h)      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, not exceeding 20 years. 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(j) 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(a)(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.

 

 

           F -22     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

Goodwill is tested annually, as well as whenever a trigger event has been observed, for impairment (see note 2(j) below). Gains and losses realized in the sale of an entity include consideration of the carrying amount of goodwill relating to the entity sold.

 

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(j) 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(j) below) is immediately recognized in the consolidated statement of income.

 

i)       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.

 

 

 

Bradesco F - 23                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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.

 

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 and total number 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 assets leased 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.

 

 

           F -24     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

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.

 

The depreciation policy for leased assets is the same as the depreciation policy used by the Organization for similar assets.

 

j)       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 income statement. 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.

 

 

 

Bradesco F - 25                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

k)      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.

 

l)       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.

 

m)     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.

 

n)      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, 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 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.

 

 

           F -26     IFRS – International Financial Reporting Standards – 2014


 
 

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, net of salvage and payments expected to be received.

 

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 14 half-year periods to determine a future projection per occurrence period, and considers the estimated claims ‘incurred but not sufficient’ reported (IBNER), reflecting the changing expectation of the amount provisioned along the regulatory process.

 

The IBNR provision related to retrocession operations accepted is constituted on the basis of amounts informed by IRB - Brasil Resseguros S.A.

 

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.

 

The Complementary Reserve for Coverage (PCC) shall be established when there is insufficiency of the technical provisions required under the legislation, as determined in the Liability Adequacy Test (see note 2(n)(vi) below). At the reporting date management did not identify the need for PCC on property damage contracts.

 

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 an estimate 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.

 

 

 

Bradesco F - 27                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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.

 

The Complementary Reserve for Coverage (PCC) refers to the amount necessary to complement technical reserves, as calculated through the Liability Adequacy Test (see note 2p vi below).

 

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.

 

In Other Technical Provisions (OPT) was set up in 2013 and reversed along 2014 accordance with regulations issued by SUSEP.

 

iii. Health

 

For the health segment, the Resever for Unsettled Claims (PSL) considers all 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 4.9% annual discount rate; 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 reserve for vested benefits (PMBC) relating to the individual health care plan portfolio comprises obligations for the provision of health care, to dependents whose policyholders are already deceased, and is based on the present value of estimated future expenses discounted using an annual discount rate of 4.9%.

 

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 reserve for claims ‘incurred but not reported’ (IBNR) is calculated on an actuarial basis to quantify the number of claims that have occurred but have not been paid to policyholders/beneficiaries. The methodology uses the historical behavior observed in the last 12 months to project future payments for claims related to events that took place prior to the calculation date. The IBNR reserve is calculated by deducting the total reserves for unsettled claims (PSL) from this projected value.

 

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 4.9% per year.

 

 

           F -28     IFRS – International Financial Reporting Standards – 2014


 
 

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. 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.

 

On January 1, 2014 the subsidiary Bradesco Vida e Previdência withdrew from the Consortium of Insurance DPVAT.

 

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.

 

For long term life insurance and pension plans (VGBL and PGBL) and defined contribution plans, the PMBaC represents the total amount of contributions received from participants, net of charges and other contractual fees, plus the financial return generated through the investment of these amounts in units of specially constituted investment funds (FIEs).

 

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 p vi below).

 

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.

 

 

 

Bradesco F - 29                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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.

 

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.

 

In Other Technical Provisions (OPT) was set up in 2013 and reversed along 2014 accordance with regulations issued by SUSEP.

 

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, and other income and expense directly related to the insurance contracts.

 

LAT is calculated using statistical and actuarial methods based on realistic considerations, taking into account the biometric table BR-EMS of both genders and improvement of G Scale and 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 test was segmented between life and pension and property insurance, and liabilities related to DPVAT insurance were not included in the test.

 

     Life and pension products

 

For private pension products and Life Insurance with Coverage for Survival, testing was conducted per risk type, which includes (among other things): guaranteed return, pre-defined mortality tables, death, disability and other risks.

 

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 was fully recognized at the reporting date.

 

 

 

           F -30     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

     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 and income 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 did not present insufficiency and, consequently, no additional PCC provisions were recorded.

 

o)      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 existience 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.

 

p)      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 and deferred expenses with insurance agency operations relating to the sale of health plans are appropriated over a twenty-four month period.

 

The deferred acquisition costs relating to exclusivity contracts with retailers for the sale of extended warranty insurance is allocated to income over the term of the respective agreement, in proportion to earned premiums.

 

q)   Financial guarantees

 

     Financial guarantees are contracts that require the Organization to make specific payments under the 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)”.

 

 

Bradesco F - 31                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

r)       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.

 

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.

 

 

           F -32     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

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.

 

s)      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. 

 

Expenses for placement of “capitalization plans”, are recognized as they are incurred.

 

t)       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.

 

u)      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.

 

 

Bradesco F - 33                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

v)      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 (deferred acquisition costs).

 

The health insurance premiums are recorded at the start of the risk period, net of the portion of premiums corresponding to the period of unexpired risk.

 

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.

 

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.

 

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 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 by 12 months in the other operations.

 

Contributions to pension plans and life insurance premiums with survivor coverage are recognized in income upon their effective receipt.

 

w)     Income tax and social contribution expenses

 

Income tax is calculated at the rate of 15%, plus a surcharge of 10% and the social contribution tax at the rate of 15% for banks, insurance companies and similar institutions and 9% for non-financial subsidiaries, after making certain adjustments required by tax legislation.

 

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.

 

 

           F -34     IFRS – International Financial Reporting Standards – 2014


 
 

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.

 

x)       Segment reporting

 

Information for operating segments is consistent with the internal reports provided to the management’s decision-making process. 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.

 

 

Bradesco F - 35                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

y)      Equity

 

Preferred shares have no voting rights, but have priority over ordinary 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 ordinary 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 at least the equivalent of 30% of the annual net income. 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 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, Internal Control and Compliance Committee and the Executive Committees for the Management of Risks relating to a) Credit, b) Market and Liquidity, c) Operational, d) Bradesco’s Insurance Group and e) Basel II Implementation, in addition to Products and Services Executive Committee and Executive Committees in the business areas, which, among other duties, suggest exposure limits for their respective risks and prepare the mitigation plans to be submitted to the Integrated Risk and Capital Allocation Management Committee and the Board of Directors.

 

 

           F -36     IFRS – International Financial Reporting Standards – 2014


 
 

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, effectiveness and execution 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 Bacen 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 costs related 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 maintains control over the net position (that is, 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 Organization’s risk-management governance and complies with the rules of the Central Bank of Brazil.

 

 

Bradesco F - 37                


 
 

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

 

Notes to the Consolidated Financial Statements

 

In the continual pursuit for profitability in the business, the Organization uses methodologies designed specifically for each segment in which it operates, which guide the lending processes and the determination of operational 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 the Organization’s 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, and assessed by 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.

 

Loan proposals pass through an automated system with parameters set to provide important information for the analysis, granting and subsequent monitoring of loans, thereby minimizing the risks inherent in the operations.

 

The Organization uses proprietary Credit and Behavior Scoring systems to aid decision making in the concession of loans to the Retail segment, which are designed to provide greater 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, always 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 CMN Resolution 4,327/14 and includes an analysis of social and environmental risk in projects, to evaluate the customers’ compliance with related laws and the Equator Principles - a set of rules created in 2002 by the IFC, the financial arm of the World Bank - that establish the minimum social and environmental criteria that must be met for lending, to which the Organization is a signatory.

 

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.

 

 

           F -38     IFRS – International Financial Reporting Standards – 2014


 
 

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 classification

1

 

AA1

 

 

 

 

 

 

 

Low risk

2

 

AA2

 

3

 

AA3

 

4

 

A1

 

5

 

A2

 

6

 

A3

 

7

 

B1

 

8

 

B2

 

9

 

B3

 

10

 

C1

 

11

 

C2

 

12

 

C3

 

13

 

D

 

Medium risk

14

 

E

 

 

 

High risk

15

 

F

 

16

 

G

 

17

 

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.

 

 

Bradesco F - 39                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

In conjunction with the Executive Credit Risk Management Committee, the area of the Integrated Risk Control Department holds monthly meetings with all product and 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).

 

 

           F -40     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

 

December 31

2014

2013

Cash and balances with banks

65,430,300

67,450,363

Derivative financial instruments

4,421,457

2,509,028

Loans and advances to banks

73,018,884

78,719,723

Loans and advances to customers

349,196,681

323,979,568

Other financial assets (1)

366,893,064

296,348,759

Total items recorded in the balance sheet

858,960,386

769,007,441

Total items not recorded in the balance sheet (Note 41)

254,889,412

226,127,235

Total risk exposure

1,113,849,798

995,134,676

(1)    Includes Investments held to maturity recognized as amortized cost in the amount of R$ 25,071,031 thousand (2013 – R$ 23,069,026 thousand).

 

The Organization's maximum credit risk exposure was R$ 1,113,849,798 thousand in 2014, which was an increase of 11.9% from December 2013.

 

Of this exposure, R$ 65,430,300 thousand, or 5.9% 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$ 366,893,064 thousand (32.9% of the total exposure), have a low credit risks as it primarily consists of Brazilian government bonds which, are recorded at their market value.

 

In 2014, items not recorded in the consolidated statement of financial position (recorded in off-balance sheet accounts) amounted to R$ 254,889,412 thousand (2013 - R$ 226,127,235 thousand), reaching a level of 22.9% (2013 – 22.7%) of total exposure.

 

The following provides a detailed analysis of other exposures subject to credit risk totaling R$ 426,637,022 thousand, representing 38.3% of the total exposure, including derivatives of R$ 4,421,457 thousand, loans and advances to banks of R$ 73,018,884 thousand and loans and advances to clients of R$ 349,196,681 thousand.

 

Derivative Financial Instruments

 

 

R$ thousand

 

December 31

2014

2013

Traded in the stock exchange

81,180

154,541

OTC contract

4,340,277

2,354,487

Total

4,421,457

2,509,028

     

 

In relation to derivatives, 98.2% of the total, refers to over-the-counter contracts, most of them involving counterparties assessed to have "low credit risk" by the Organization's internal procedures.

 

 

Bradesco F - 41                


 
 

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$ thousand

 

December 31

2014

2013

Low risk

72,968,103

78,632,199

Medium risk

50,781

87,524

High risk

-

-

Total

73,018,884

78,719,723

 

Ratings as assigned by the Organization: Low risk: Ratings AA1 – C3; Medium risk: Rating D; and High risk: Ratings E – H.

 

Of total loans and advances to credit institutions, 99.9% are not rated as past-due or impaired. In addition, the portfolio has no debt-rescheduling 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); (b) have incurred a loss; (c) have been renegotiated provided they are within the internal criteria of relevance (materiality and representation); (d) have been reclassified as a higher risk level; and/or (e) have been subject to bankruptcy events (declared bankruptcy, or application, or grant, or approval by judicial or extrajudicial authority).

 

 

R$ thousand

December 31

2014

2013

Neither past due nor impaired (i)

311,423,678

287,052,062

Past due but not impaired (ii)

6,932,215

7,128,874

Impaired (iii)

30,840,788

29,798,632

Total loans and advances to customers

349,196,681

323,979,568

Impairment of loans and advances

(21,132,677)

(19,858,234)

Net amount

328,064,004

304,121,334

 

The portfolio of loans and advances to customers grew by 7.8% from 2014 to 2013.

 

 

 

Bradesco 43             

 

           F -42     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

December 31

2014

2013

Low risk

305,446,990

281,792,245

Medium risk

4,246,414

3,641,159

High risk

1,730,274

1,618,658

Total

311,423,678

287,052,062

 

Ratings as assigned by the Organization: Low risk: Ratings AA1 – C3; Medium risk: Rating D; and High risk: Ratings E – H.

 

The loans and advances to customers assessed to be neither past due nor impaired totaled R$ 311,423,678 thousand in 2014.

 

Of the total transactions, 98.1% 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, such as, for example, 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$ thousand

December 31

2014

2013

Past due up to 60 days

5,824,269

6,103,197

Overdue between 61 and 90 days

1,043,598

963,952

Overdue for more than 90 days

64,348

61,725

Total

6,932,215

7,128,874

 

The above table shows loans and advances, which despite being overdue, do not provide indications of possible impairment. This amount represented 2.0% of the portfolio in 2014 (December 2013 – 2.2%).

 

 

 

Bradesco F - 43                


 
 

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$ thousand

December 31

2014

2013

Portfolio not yet due

13,310,390

13,846,057

Past due up to 60 days

3,814,291

3,289,750

Overdue between 61 and 90 days

1,487,221

1,409,151

Overdue for more than 90 days

12,228,886

11,253,674

Total

30,840,788

29,798,632

 

Loans and advances to customers impaired reached R$ 30,840,788 thousand and accounted for 8.8% of the total portfolio in 2014 (December 2013 - 9.2%).

 

By category

 

The following table presents the loans and advances impaired by category:

 

 

R$ thousand

December 31

2014

2013

Credit card

4,709,358

4,162,214

Working capital

4,661,167

4,568,669

Personal credit

4,283,065

4,284,798

Vehicles – CDC (Direct consumer credit)

2,816,045

3,260,646

Onlending BNDES/Finame

1,293,028

1,104,328

Housing loans

1,375,115

1,068,800

Financing and export

832,621

1,402,790

Rural loans

746,489

545,747

Overdraft for individuals

702,665

591,717

Leasing

436,399

660,355

Overdraft for corporates

324,370

291,569

Others

8,660,466

7,856,999

Total

30,840,788

29,798,632

 

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.

 

 

 

           F -44     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

 

December 31

2014

2013

Renegotiated loans and advances at the beginning of the year

10,190,180

9,643,915

Additional renegotiated amounts, including interest

10,482,519

9,866,515

Payments received

(5,864,616)

(5,557,924)

Write-offs

(4,032,462)

(3,762,326)

Renegotiated loans and advances at the end of the year

10,775,621

10,190,180

Impairment of loans and advances

(7,239,474)

(6,826,663)

Total renegotiated loans and advances to customers, net of impairment at the end of the year

3,536,147

3,363,517

 

 

 

Impairment on renegotiated loans and advances as a percentage of the renegotiated portfolio

67.2%

67.0%

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

3.1%

3.1%

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

1.1%

1.1%

 

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$ thousand

December 31

2014

2013

Largest borrower

2.0%

0.7%

Ten largest borrowers

6.9%

5.3%

Twenty largest borrowers

10.0%

8.2%

Fifty largest borrowers

14.2%

12.9%

Hundred largest borrowers

17.8%

16.6%

                                                                                                                           

All ranges presented increase in concentration in December 2014 compared to December 2013.

 

 

 

 

Bradesco F - 45                


 
 

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.

 

 

R$ thousand

December 31

2014

2013

Public sector

6,849,002

2,188,831

Federal

6,828,851

2,148,497

State

20,151

40,334

Private sector

342,347,679

321,790,737

Individuals

141,219,983

128,635,645

Industry

56,651,087

58,245,854

Commerce

43,024,256

45,979,578

Services

97,987,989

84,554,012

Agribusiness

3,464,364

4,375,648

Total portfolio

349,196,681

323,979,568

Impairment of loans and advances

(21,132,677)

(19,858,234)

Total of net loans and advances to customers

328,064,004

304,121,334

 

The portfolio's breakdown by sector of economic activity showed increase in most of the sectors that comprise it, highlighting the increased participation of “Public sector”, “Individuals” and “Services”.

 

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.

 

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.

 

 

           F -46     IFRS – International Financial Reporting Standards – 2014


 
 

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 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 instruments such 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; receivables such as those arising from 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, 2014, the Organization had credit default swaps (CDS) with the following characteristics: (i) the amount of risk transferred under credit swaps whose underlying assets are “Brazilian government securities” is R$ (1,326,900) thousand; and (ii) the risk received from credit swaps whose underlying assets are “derivative with companies” is R$ 13,281 thousand, amounting to a total net credit risk value of R$ (1,313,619) thousand, with an effect on the calculation of required shareholders’ equity of R$ (71,519) thousand. We had no CDS contracts in 2013.

 

 

 

Bradesco F - 47                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

The Organization carries out operations involving credit derivatives to better manage its risk exposure and its assets. The contracts related to credit derivatives transactions described above are due in 2019. The mark-to-market of the protection rates that remunerates the counterparty that accepted the risk totaled R$ (4,434) thousand. There were no credit events, as defined in the agreements, during the year.

 

Offsetting of financial assets and liabilities

 

According to IFRS 7, the Bank 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 Bank 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$ thousand

2014

Net amount of financial assets presented in the statement of financial position

Related amounts not offset in the statement of financial position

Net amount

Securities purchased under agreements to resell

136,738,812

12,765

136,726,047

Derivatives

4,584,612

345,370

4,239,242

 

 

R$ thousand

2014

Net amount of financial liabilities presented in the statement of financial position

Related amounts not offset in the statement of financial position

Net amount

Securities sold under repurchase agreements

219,359,890

12,765

219,347,125

Derivatives

3,315,573

345,370

2,970,203

 

 

 

           F -48     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

 

R$ thousand

2013

Net amount of financial assets presented in the statement of financial position

Related amounts not offset in the statement of financial position

Net amount

Securities purchased under agreements to resell

67,750,725

63,765

67,686,960

Derivatives

2,509,028

221,875

2,287,153

 

 

R$ thousand

2013

Net amount of financial liabilities presented in the statement of financial position

Related amounts not offset in the statement of financial position

Net amount

Securities sold under repurchase agreements

185,055,358

63,754

184,991,604

Derivatives

1,826,382

221,875

1,604,507

 

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 assets and liabilities as its asset and liability transactions 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 Resolution nº 3.464/07, of the National Monetary Council (CMN), the Board of Directors approved the Market and Liquidity Risk Management Policy, which is reviewed at least annuallly 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;

 

 

 

Bradesco F - 49                


 
 

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

 

Notes to the Consolidated Financial Statements

 

·       Use of Derivatives; and

·       Hedging.

 

Market Risk Management Process

 

The market risk management process is a corporation wide process; 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.

 

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 Interest rate risk limit.

 

Market-Risk Measurement Models

 

Market risk is measured and controlled using Stress, 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 portfolio.

 

 

           F -50     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

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 foreign currency and commodities exposures from the Banking Portfolio) and includes Gama and Vega risks of transactions carried out with options.

 

For calculation of volatilities and correlations is adopted a minimum window of 252 days.

 

The VaR models generally do not capture all the effects of risk factors on the value of positions and portfolios and may underestimate or overestimate potential losses. Thus, we highlight the following limitations on the Delta-Normal VaR model:

·        The premise of normality of the distribution of risk factors of returns can lead to an underestimation of losses, it is not always possible to observe this condition in financial series;

·        Not suitable for modeling risk portfolios that have representative positions in non-linear instruments, for example: options;

·        The use of historical data to calculate volatilities and correlations may not be efficient in estimating future events.

 

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, which are intended to determine positive and negative changes likely to occur in interest-rate curves applicable to investments and borrowings.

 

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 for a period of 1 year. 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 early loan settlement premise is not used as this situation does not represent the total volume of operations. For demand and savings deposits with undetermined maturity, their historical behaviors and the possibility of maintaining them are studied. Thus, after all the deductions from demand and savings deposits, for example, the compulsory reserve held at Bacen, the remaining balance (free funds) is considered in accordance with the maturity flows of fixed-rate lending operations of the Financial Conglomerate.

 

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.

 

 

 

Bradesco F - 51                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

Whenever possible, the Bank adopts prices and quotes from 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. These models are subject to the 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 and Asset and Liability Management 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 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 CMN Resolution 4,389 was published by Bacen which amended the CMN Resolution 4,277/13. These resolutions, to be complied with by June 30, 2015, establish the minimum procedures regarding the market value pricing of financial instruments and the application of prudential adjustments to these instruments. By following the procedures outlined above, Bradesco is already aligned with the guidelines in these resolutions guidelines, and any prudential adjustments will be booked, whenever necessary.

 

Independent Risk Model Validation

 

Bradesco uses models to manage and measure risks and capital, which are developed based on statistical, economic, financial and mathematical theories or expert knowledge, which support and facilitate the structuring of critical issues and enable standardization and fast decision-making.

 

The independent validation process identifies, mitigates and controls the model risk. Model risk arises from the potential for adverse consequences resulting from decisions based on incorrect or obsolete models. The independent validation process checks whether the models adequately attend their defined objectives, and whether the results obtained are appropriate to be used for the purpose they were created. Validation is carried out through the application of a strict series of tests that addresses the appropriateness of processes, governance and the development of the models and their assumptions. The results are reported to the managers, Internal Audit, and the Internal Control, Compliance and Integrated Risk and Capital Allocation Management Committees.

 

In order to achieve its objective, the area carries out activities that allow the development and constant improvement of the tests included in the test program. The test programs are specific for each type of model and are classified into six dimensions, grouped into qualitative and quantitative types:

 

 

           F -52     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

·       Qualitative

 

- Scope of the Model: scope of application of the model that includes the objective of each type of risk, the companies exposed to this type of risk exposure, books, products, segments, channels, etc.;

 

- Applicability of the Model: includes the definition and reasonability of the use of the model’s factors and the flow and timeliness of information in the decision-making process; and

 

- Technological Environment and Data Consistency: structure of systems and controls involved in the model calculations and the overall process in which the model is inserted. It also includes data consistency, which takes into consideration the effectiveness of version and access controls, backup procedures, traceability, changes in parameters, data quality, system contingency and automated controls.

 

·       Quantitative

 

- Measurement System: risk measurement procedure that includes the definition, application and internal validation of the method, including methodology, assumptions, parameters, calculation routine, input data and results;

 

- Stress Test: measurement procedure to quantify the variations in the amounts estimated by the model in extreme, historical and plausible, prospective scenarios of the variables affecting it; and

 

- 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). AVIM’s validation process uses structures that are already implemented and embedded 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, positions are discussed once a week by the Executive Treasury and Asset and Liability Management Committee, which evaluates results and risks and discusses strategies. Both the governance process and existing limits are ratified by the Integrated Risk and Capital Allocation Management Committee and submitted to approval of the Board of Directors, which are revised at least once a year.

 

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.

 

 

 

Bradesco F - 53                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

Reports are complemented by an alert system, which determines the addressees of risk reports according to the usage percentage of the limits, therefore, the higher the risk limit consumption, the greater the number of Senior Management members that 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 the 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. The objective of the hedge must be to:

 

·       control and alter the books to ensure compliance with the current risk and exposure limits;

 

·       alter, modify or revert positions due to changes in the market and to operational strategies; or

 

·       reduce or mitigate exposures to operations in inactive markets, in conditions of stress or of low liquidity.

 

Standardized and “Continuous Use” Derivatives

 

The 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, among others), 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

 

 

R$ thousand

Risk Factors

December 31

2014

2013

 

Assets

Liabilities

Assets

Liabilities

Fixed rate

45,180,176

84,966,113

156,803,699

202,995,592

IGP-M (General Index of market pricing) / IPCA (Consumer price index)

10,132,364

3,943,431

10,792,336

8,031,461

Forex Coupon

7,558,990

5,179,851

16,646,887

18,029,444

Foreign Currency

19,449,097

20,028,084

17,726,601

18,899,620

Equities

296,396

1,022

198,852

130

Sovereign / Eurobonds and Treasuries

12,055,852

9,473,734

8,847,031

4,298,277

Other

606,845

53,738

1,293,999

139,364

Total at the end of the year

95,279,720

123,645,973

212,309,405

252,393,888

 

 

           F -54     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

 

VaR Internal Model –Trading Portfolio

 

In line with the characteristics of the trading portfolio and our other publications, we now present the VaR using a horizon of 1 day, which is the basis for the calculation of regulatory capital requirements and is used in the process of market risk management in which, as a way to improve our analysis and controls, it is adjusted for the liquidity risk of the positions. VaR with a horizon of 1 day is also used to assess the adherence of the adopted model (backtesting), which influences the regulatory capital required. Moreover, because of the tax consequences that a possible negative outcome might bring, the amounts presented are net of tax effects.

 

The 1-day VaR net of tax effects in 2014 was slightly less than the end of 2013, showing no large variation in the period, however, the average VaR in 2014 was considerably lower than in the year 2013.

 

Risk Factors

R$ thousand

December 31

2014

2013

Fixed rate

20,368

18,626

IGP-M (General Index of market pricing) / IPCA (Consumer price index)

10,495

15,158

Forex Coupon

6,048

4,999

Foreign Currency

8,640

10,387

Equities

3,737

475

Sovereign / Eurobonds and Treasuries

5,526

6,310

Others

1,995

1,055

Correlation / Diversification Effect

(20,260)

(16,068)

VaR at the end of the year

36,549

40,942

 

 

 

Average VaR in the year

36,356

102,676

Minimum VaR in the year

16,090

16,116

Maximum VaR in the year

56,896

264,305

 Note: 1-day VaR and net of tax effects.

 

 

 

Bradesco F - 55                


 
 

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

 

Notes to the Consolidated Financial Statements

 

VaR Internal Model – Regulatory Portfolio

 

Since January 2013 Bradesco uses its internal market risk models, which had already been in use by the Organization’s management, to assess regulatory capital requirements1 for all risk factors and all companies of the Organization. This 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 (complemented by the Gama and Vega risks of options operations). It is worth noting that risk value is extrapolated to the regulatory horizon2 (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$ mil

Risk Factors

December 31

2014

2013

 

VaR

Stressed

VaR

Stressed

Interest rate

96,136

211,451

110,043

235,648

Exchange rate

60,771

102,805

57,508

139,680

Commodity price (Commodities)

2,103

3,836

1,600

3,715

Equities

15,821

16,706

4,406

5,629

Correlation / Diversification Effect

(40,471)

(53,131)

(26,312)

(49,235)

VaR at the end of the year

134,360

281,667

147,245

335,437

 

 

 

 

 

Average VaR in the year

142,015

271,875

340,648

653,795

Minimum VaR in the year

55,350

146,052

61,605

143,623

Maximum VaR in the year

201,431

346,826

835,434

1,404,577

 

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 Letters 3,646/13 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.

 

VaR Internal Model – Backtesting

 

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.

 

The methodology applied and current statistical models are continuously assessed using backtesting techniques, which compare the VaR, with one-day maintenance period, and the hypothetical result obtained from these same positions as well as and with the actual result  which also considers the changes in positions during the day for which VaR was estimated.

 

The hypothetical daily result of the last 250 business days exceeded VaR with a 99% confidence level on five occassions, while the effective result exceeded VaR on six occassions, i.e. within the limits defined in the statistic tests applied to the model, confirming its consistency.

 

 


1 According to Brazilian Central Bank Circular Letters 3,646 and 3,674, capital requirement accounts for the maximum between 90% of Brazilian Central Bank’s standard model and the internal model used by the Bank, during the first year of adoption of the market risk internal model, as of the date the Bank was authorized to adopt it, and the maximum between 80% of Brazilian Central Bank’s standard model and the internal model used by the Bank, as of the second year of adoption of the internal model;

2 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; and

 

           F -56     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

The exceptions were mainly due to the significant increase in uncertainties, as the fall in commodity prices, the crisis in Russia, uncertainty about the pace of recovery in the global economy and fluctuations in exchange rates and increasing inflation in the local market as mentioned above in the “Market Risk Analysis” section. According to the document published by the Basel Committee on Banking Supervision3, 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.

 

The graphs below show the Regulatory Book 1-day VaR and the hypothetical and effective results obtained on a daily basis.

 

Graph I – VaR vs. Hypothetical Result

Note: points located below the line represent exceptions of the VaR statistical model used.

 


3 Supervisory Framework for the use “Backtesting” in Conjunction with the Internal Models Approach to Market Risk Capital Requirements (January 1996).

 

 

 

Bradesco F - 57                


 
 

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

 

Notes to the Consolidated Financial Statements

 

Graph II – VaR vs. Effective results

 

Note: points located below the line represent exceptions of the VaR statistical model used.

 

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 was R$ 384,415 thousand in 2014 (2013 – R$ 713,611 thousand), and the maximum estimated loss during the year was R$ 542,079 thousand (2013 – R$ 1,436,759 thousand).

 

 

R$ thousand

 

December 31

2014

2013

At the end of the year

437,960

479,183

Average in the year

384,415

713,611

Minimum in the year

162,252

144,869

Maximum in the year

542,079

1,436,759

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 no 475/08.

 

Note that the impact on the financial exposures held in the Banking Portfolio (notably interest rates and price indexes) does not necessarily represent a potential accounting loss for the Organization because a portion of loans held in the Banking Portfolio are financed by demand and/or savings deposits, which are “natural hedges” for future variations in interest rates, moreover, interest rate variations in this book do not have a material impact on the Institution’s result, as Loans are held to maturity. In addition, due to our strong presence in the insurance and pension plan market, Bradesco holds a large volume of assets on which price adjustments would also impact the linked technical reserves.

 

 

           F -58     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

Sensitivity Analysis – Trading and Banking Portfolio

 

 

 

R$ thousand

 

Trading & Banking Portfolios (1)

 

December 31, 2014

December 31, 2013

 

 

 

Scenario

 

 

Scenario

 

Risk Factors

Definition

1

2

3

1

2

3

Interest Rates in Reais

Exposures subject to variations of fixed interest rates and coupon rate

(6,653)

(2,026,998)

(3,924,153)

(7,177)

(1,942,202)

(3,739,065)

Price indices

Exposures subject to the variation of the coupon rate of the price indices

(9,382)

(1,370,926)

(2,568,347)

(14,665)

(2,100,989)

(3,876,937)

Forex Coupon

Exposures subject to the variation of the coupon rate of foreign currencies

(526)

(57,069)

(106,625)

(371)

(49,769)

(91,023)

Foreign Currency

Exposures subject to the FX variation

(7,430)

(142,382)

(272,480)

(11,161)

(253,210)

(482,709)

Equities

Exposures subject to the variation of share prices

(17,898)

(447,446)

(894,892)

(22,002)

(550,045)

(1,100,090)

Sovereign/ Eurobonds and Treasuries

Exposures subject to the variation of the interest rate of securities traded on the international market

(898)

(40,715)

(79,422)

(764)

(50,300)

(96,883)

Others

Exposures that do not match the previous definitions

(1,100)

(28,795)

(57,591)

(397)

(9,939)

(19,877)

Total without correlation

(43,887)

(4,114,331)

(7,903,510)

(56,537)

(4,956,454)

(9,406,584)

Total with correlation

(32,947)

(3,412,335)

(6,546,331)

(39,608)

(4,078,197)

(7,698,477)

               

 

(1)      Values net of taxes.

 

 

Bradesco F - 59                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

Below we present the sensitivity analysis of the Trading Portfolio, which contains the exposures that could have a material impact on the Organization’s results, . Note that results show the impact for each scenario on a static portfolio position. However, the market is highly dynamic which results in continuous changes in these positions. Moreover, as previously mentioned, the Organization has an on-going process of market risk management, which constantly seeks to adjust positions to mitigate related risks according to the strategy determined by Senior Management. Therefore, where there are indicators of deterioration in a certain position. 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.

 

Sensitivity Analysis – Trading Portfolio

 

 

R$ thousand

 

Trading Portfolio (1)

 

December 31, 2014

December 31, 2013

 

Scenario

Scenario

Risk Factors

Definition

1

2

3

1

2

3

Interest Rates in Reais

Exposures subject to variations of fixed interest rates and coupon rate

(1,171)

(366,067)

(712,658)

(1,161)

(314,600)

(610,764)

Price indices

Exposures subject to the variation of the coupon rate of the price indices

(569)

(80,643)

(157,231)

(714)

(101,267)

(196,397)

Forex Coupon

Exposures subject to the variation of the coupon rate of foreign currencies

(435)

(47,993)

(89,385)

(378)

(51,033)

(93,293)

Foreign Currency

Exposures subject to the FX variation

(3,418)

(85,185)

(170,367)

(6,050)

(148,787)

(297,318)

Equities

Exposures subject to the variation of share prices

(651)

(16,264)

(32,529)

(920)

(23,008)

(46,016)

Sovereign/ Eurobonds and Treasuries

Exposures subject to the variation of the interest rate of securities traded on the international market

(574)

(29,250)

(56,730)

(590)

(43,582)

(83,593)

Others

Exposures that do not match the previous definitions

(1,121)

(27,687)

(55,374)

(20)

(505)

(1,010)

Total without correlation

(7,939)

(653,089)

(1,274,274)

(9,833)

(682,782)

(1,328,391)

Total with correlation

(5,250)

(434,142)

(843,678)

(7,434)

(509,080)

(991,248)

 

(1)    Values net of taxes.

 

 

           F -60     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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:

 

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$ 2.65 a scenario of R$ 2.67 was used, while for a 1-year fixed interest rate of 12.96%, a 12.97% scenario was applied;

 

Scenario 2:   25% stresses were determined based on market information. For example: for a Real/US dollar exchange rate of R$ 2.65 a scenario of R$ 3.31 was used, while for a 1-year fixed interest rate of 12.96%, a 16.20% 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$ 2.65 a scenario of R$ 3.97 was used, while for a 1-year fixed interest rate of 12.96%, a 19.44% scenario was applied; The scenarios for other risk factors also account for 50% stresses in the respective curves or prices.

 

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 that guarantee an efficient structure. 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 CMN Resolution 4,090/12.

 

As part of the criteria and procedures approved, the Organization defines 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 the Treasury Department based on the positions 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.

 

 

 

Bradesco F - 61                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

The liquidity risk is monitored at the Treasury and Asset and Liability Management Executive Committee, which monitors the mismatches in maturities and currencies. The monitoring is also conducted by the Market and Liquidity Risk Management Executive Committee, the Integrated Risk and Capital Allocation Management Committee and the Board of Directors.

 

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 distribution of liquidity control instruments;

·      Automatic intra-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 minimum liquidity levels; and

·      Weekly reports to the Board of Executive Officers, showing the behavior and expectations related to the liquidity situation.

 

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 higher the risk limit consumption, the higher the number 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$ thousand

 

December 31, 2014

 

Up to 1 month

From 1 to 3 months

From 3 months to 1 year

From 1 to 5 years

More than 5 years

Total

Deposits from banks

156,597,215

12,476,450

61,952,803

63,523,273

6,008,538

300,558,279

Deposits from customers

139,924,613

11,547,029

14,673,694

55,221,182

268,807

221,635,325

Funds from securities issued

3,627,093

7,153,234

38,964,220

53,581,427

3,097,228

106,423,202

Subordinated debt

330,835

40,805

2,882,799

37,186,527

12,149,375

52,590,341

Total liabilities

300,479,756

31,217,518

118,473,516

209,512,409

21,523,948

681,207,147

 

 

 

           F -62     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

R$ thousand

 

December 31, 2013

 

Up to 1 month

From 1 to 3 months

From 3 months to 1 year

From 1 to 5 years

More than 5 years

Total

Deposits from banks

126,484,700

16,071,600

67,084,045

51,749,438

5,474,725

266,864,508

Deposits from customers

133,576,023

11,644,757

20,734,318

64,257,703

211,237

230,424,038

Funds from securities issued

3,419,212

3,375,505

15,908,345

49,563,696

2,638,377

74,905,135

Subordinated debt

303,556

133,711

2,869,486

35,786,674

18,733,249

57,826,676

Total liabilities

263,783,491

31,225,573

106,596,194

201,357,511

27,057,588

630,020,357

 

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.

 

 

 

Bradesco F - 63                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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.

 

 

R$ thousand

 

December 31, 2014

 

Up to 1 month

From 1 to 3 months

From 3 months to 1 year

From 1 to 5 years

More than 5 years

Total

Differential of swaps payable

383,410

115,965

447,568

1,722,738

438,477

3,108,158

Non-deliverable forwards

820,776

83,641

79,565

34,450

-

1,018,432

·   Purchased

448,725

3,609

6,546

2,028

-

460,908

·   Sold

372,051

80,032

73,019

32,422

-

557,524

Premiums of options

133,098

-

-

-

-

133,098

Total of derivative liabilities

1,337,284

199,606

527,133

1,757,188

438,477

4,259,688

 

 

R$ thousand

 

December 31, 2013

 

Up to 1 month

From 1 to 3 months

From 3 months to 1 year

From 1 to 5 years

More than 5 years

Total

Differential of swaps payable

159,165

119,719

185,764

614,416

536,146

1,615,210

Non-deliverable forwards

219,827

113,222

60,343

47,631

16,675

457,698

·   Purchased

81,522

6,254

13,265

170

-

101,211

·   Sold

138,305

106,968

47,078

47,461

16,675

356,487

Premiums of options

91,547

4,296

106,973

19,208

-

222,024

Total of derivative liabilities

470,539

237,237

353,080

681,255

552,821

2,294,932

 

 

 

           F -64     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

December 31, 2014

Current

Non-current

Total

1 to 30 days

31 to 180 days

181 to 360 days

1 to 5 years

More than 5 years

No stated maturity

Assets

 

 

 

 

 

 

 

Cash and balances with banks

65,430,300

-

-

-

-

-

65,430,300

Financial assets held for trading

12,528,462

10,329,874

3,821,167

27,391,862

10,116,311

14,310,635

78,498,311

Financial assets available for sale

48,622,441

2,805,961

1,094,808

20,491,801

42,117,479

5,829,244

120,961,734

Investments held to maturity

251,847

-

-

2,957,798

21,861,386

-

25,071,031

Assets pledged as collateral

134,356,223

2,348,240

44,883

8,554,067

7,309,276

-

152,612,689

Loans and advances to banks

59,578,452

5,994,985

1,922,751

5,478,431

-

-

72,974,619

Loans and advances to customers

42,439,356

79,341,613

52,377,146

128,976,162

24,929,727

-

328,064,004

Other financial assets (1)

18,835,255

178,155

126,040

7,911,000

695,425

-

27,745,875

Total financial assets

382,042,336

100,998,828

59,386,795

201,761,121

107,029,604

20,139,879

871,358,563

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Deposits from banks

156,090,148

51,898,510

18,295,238

48,706,320

4,950,011

-

279,940,227

Deposits from customers (2)

140,005,267

19,522,530

5,655,603

44,848,105

-

-

210,031,505

Financial liabilities held for trading

1,587,956

336,416

247,455

910,999

232,747

-

3,315,573

Funds from securities issued

3,193,907

25,211,737

18,296,364

36,970,980

1,357,411

-

85,030,399

Subordinated debt

182,774

773,767

1,905,575

23,771,494

9,188,056

-

35,821,666

Insurance technical provisions and pension plans (2)

119,595,531

2,731,627

887,115

23,344,947

-

-

146,559,220

Other financial liabilities (3)

31,269,551

5,571,072

2,479,528

404,715

-

-

39,724,866

Total financial liabilities

451,925,134

106,045,659

47,766,878

178,957,560

15,728,225

-

800,423,456

         

 

 

Bradesco F - 65                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

 

R$ thousand

December 31, 2013

Current

Non-current

Total

1 to 30 days

31 to 180 days

181 to 360 days

1 to 5 years

More than 5 years

No stated maturity

Assets

 

 

 

 

 

 

 

Cash and balances with banks

67,450,363

-

-

-

-

-

67,450,363

Financial assets held for trading

21,415,199

6,406,961

16,508,242

30,456,366

10,325,394

10,980,361

96,092,523

Financial assets available for sale

7,992,859

948,135

1,112,736

15,854,096

36,050,088

5,880,497

67,838,411

Investments held to maturity

-

-

-

2,948,181

20,120,845

-

23,069,026

Assets pledged as collateral

37,861,027

7,734,003

2,351,252

45,168,535

24,625,408

-

117,740,225

Loans and advances to banks

61,160,937

3,904,620

7,069,189

6,584,167

810

-

78,719,723

Loans and advances to customers

41,883,929

76,082,035

48,717,678

120,270,221

17,167,471

-

304,121,334

Other financial assets (1)

19,150,717

234,140

266,351

8,365,321

401,895

-

28,418,424

Total financial assets

256,915,031

95,309,894

76,025,448

229,646,887

108,691,911

16,860,858

783,450,029

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Deposits from banks

125,383,182

51,041,184

20,247,946

41,895,414

4,532,647

-

243,100,373

Deposits from customers (2)

133,568,855

18,130,186

12,948,037

51,365,672

205,307

-

216,218,057

Financial liabilities held for trading

478,068

429,720

191,962

482,895

243,737

-

1,826,382

Funds from securities issued

2,856,196

9,345,039

8,647,031

35,840,053

1,194,749

-

57,883,068

Subordinated debt

159,428

770

2,421,701

21,016,930

12,286,174

-

35,885,003

Insurance technical provisions and pension plans (2)

103,870,571

2,295,904

674,971

23,487,577

-

-

130,329,023

Other financial liabilities (3)

31,217,814

5,180,378

2,445,098

680,694

-

-

39,523,984

Total financial liabilities

397,534,114

86,423,181

47,576,746

174,769,235

18,462,614

-

724,765,890

 

(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 -66     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

December 31, 2014

Current

Non-current

Total

Assets

 

 

 

Total financial assets

542,427,959

328,930,604

871,358,563

Non-current assets held for sale

1,006,461

-

1,006,461

Investments in associated companies

-

3,983,780

3,983,780

Property and equipment

-

4,700,518

4,700,518

Intangible assets and goodwill

-

7,529,915

7,529,915

Taxes to be offset

2,406,727

3,723,464

6,130,191

Deferred income tax assets

-

28,388,183

28,388,183

Other assets

4,485,318

2,868,087

7,353,405

Total non-financial assets

7,898,506

51,193,947

59,092,453

Total assets

550,326,465

380,124,551

930,451,016

 

 

 

 

Liabilities

 

 

 

Total financial liabilities

605,737,671

194,685,785

800,423,456

Other provisions

5,589,526

8,274,875

13,864,401

Current income tax liabilities

3,602,333

-

3,602,333

Deferred income tax liabilities

-

808,178

808,178

Other liabilities

29,080,272

380,571

29,460,843

Total non-financial liabilities

38,272,131

9,463,624

47,735,755

Total equity

-

82,291,805

82,291,805

Total liabilities and equity

644,009,802

286,441,214

930,451,016

 

 

 

 

 

R$ thousand

December 31, 2013

Current

Non-current

Total

Assets

 

 

 

Total financial assets

428,250,373

355,199,656

783,450,029

Non-current assets held for sale

832,546

-

832,546

Investments in associated companies

-

3,392,847

3,392,847

Property and equipment

-

4,501,967

4,501,967

Intangible assets and goodwill

-

8,220,739

8,220,739

Taxes to be offset

922,917

4,370,199

5,293,116

Deferred income tax assets

-

25,661,079

25,661,079

Other assets

4,144,441

2,804,850

6,949,291

Total non-financial assets

5,899,904

48,951,681

54,851,585

Total assets

434,150,277

404,151,337

838,301,614

 

 

 

 

Liabilities

 

 

 

Total financial liabilities

531,534,041

193,231,849

724,765,890

Other provisions

1,531,647

12,220,930

13,752,577

Current income tax liabilities

3,082,976

-

3,082,976

Deferred income tax liabilities

-

799,824

799,824

Other liabilities

23,023,496

773,925

23,797,421

Total non-financial liabilities

27,638,119

13,794,679

41,432,798

Total equity

-

72,102,926

72,102,926

Total liabilities and equity

559,172,160

279,129,454

838,301,614

 

 

 

 

Bradesco F - 67               


 
 

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 -68     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

December 31, 2014

Level 1

Level 2

Level 3

Fair Value

Brazilian government securities

33,361,270

1,653,447

189

35,014,906

Corporate debt and marketable equity securities

6,140,460

-

4,192,257

10,332,717

Bank debt securities

12,021,814

-

3,883,495

15,905,309

Mutual funds

12,336,964

-

-

12,336,964

Foreign governments securities

68,397

-

-

68,397

Brazilian sovereign bonds

418,561

-

-

418,561

Financial assets held for trading

64,347,466

1,653,447

8,075,941

74,076,854

Derivative financial instruments

1,682,609

2,738,848

-

4,421,457

Derivative financial instruments (liabilities)

(133,004)

(3,182,569)

-

(3,315,573)

Derivatives

1,549,605

(443,721)

-

1,105,884

Brazilian government securities

70,075,922

-

73,115

70,149,037

Corporate debt securities

1,849,728

-

39,517,045

41,366,773

Bank debt securities

2,227,430

-

1,127,349

3,354,779

Brazilian sovereign bonds

261,901

-

-

261,901

Marketable equity securities and other stocks

5,642,776

-

186,468

5,829,244

Financial assets available for sale

80,057,757

-

40,903,977

120,961,734

Brazilian government securities

8,352,929

-

-

8,352,929

Corporate debt securities

3,661,955

-

-

3,661,955

Bank debt securities

3,858,993

-

-

3,858,993

Interbank liquidity investments

136,738,812

-

-

136,738,812

Assets pledged as collateral

152,612,689

-

-

152,612,689

Total

298,567,517

1,209,726

48,979,918

348,757,161

 

 

 

 

Bradesco F - 69                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

 

 

 

 

 

R$ thousand

 

December 31, 2013

 

Level 1

Level 2

Level 3

Fair Value

Brazilian government securities

46,847,215

-

253

46,847,468

Corporate debt and marketable equity securities

6,753,756

-

11,132,686

17,886,442

Bank debt securities

15,837,616

-

4,350,208

20,187,824

Mutual funds

8,426,678

-

-

8,426,678

Foreign governments securities

235,083

-

-

235,083

Financial assets held for trading

78,100,348

-

15,483,147

93,583,495

Derivative financial instruments

141,336

2,367,692

-

2,509,028

Derivative financial instruments (liabilities)

(187,677)

(1,638,705)

-

(1,826,382)

Derivatives

(46,341)

728,987

-

682,646

Brazilian government securities

28,897,492

-

88,193

28,985,685

Corporate debt securities

5,181,185

-

25,877,171

31,058,356

Bank debt securities

1,766,313

-

82,974

1,849,287

Brazilian sovereign bonds

64,586

-

-

64,586

Marketable equity securities and other stocks

5,643,098

-

237,399

5,880,497

Financial assets available for sale

41,552,674

-

26,285,737

67,838,411

Brazilian government securities

45,995,453

-

1,597,019

47,592,472

Corporate debt securities

1,939,437

-

-

1,939,437

Bank debt securities

453,231

-

-

453,231

Brazilian sovereign bonds

4,360

-

-

4,360

Interbank liquidity investments

67,750,725

-

-

67,750,725

Assets pledged as collateral

116,143,206

-

1,597,019

117,740,225

Total

235,749,887

728,987

43,365,903

279,844,777

             

 

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.

 

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 relating to corporate debt securities.

 

 

           F -70     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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 2014 and 2013:

 

 

R$ thousand

Financial assets held for trading

Net derivatives (1)

Financial assets available for sale

Assets pledged as collateral

Total

Balance on December 31, 2012

29,683,083

18,526

7,234,402

1,510,600

38,446,611

Included in the statement of income and other comprehensive income

2,547,555

-

(304)

123,646

2,670,897

Acquisitions, issuances and sales (1)

(16,673,091)

-

19,051,639

(37,227)

2,341,321

Transfer levels

(74,400)

(18,526)

-

-

(92,926)

Balance on December 31, 2013

15,483,147

-

26,285,737

1,597,019

43,365,903

Included in the statement of income and other comprehensive income

1,182,719

-

3,177,784

326,944

4,687,447

Acquisitions, issuances and sales

(8,526,685)

-

11,637,651

(262,057)

2,848,909

Transfer levels

(63,240)

-

(197,195)

(1,661,906)

(1,922,341)

Balance on December 31, 2014

8,075,941

-

40,903,977

-

48,979,918

 

(1)         In 2013, R$ 13,811,260 thousand assets measured at level 3 were reclassified, from the category of "trading securities" to "available for sale".

 

In 2014, there was a transfer of securities from Level 3 to other levels of classification, mainly for  level 2 in the amount R$ 1,922,341 thousand. The transfer refers, basically, to Brazilian government securities, which were based on the fair value obtained from internal pricing models. In 2014, the fair value of these financial instruments was calculated based on observable market data.

 

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 2014, 2013 and 2012:

 

 

R$ thousand

Year ended December 31, 2014

Financial assets held for trading

Net derivatives

Financial assets available for sale

Assets pledged as collateral

Total

Interest and similar income

1,169,354

-

3,719,015

244,964

5,133,333

Net 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

 

 

R$ thousand

Year ended December 31, 2013

Financial assets held for trading

Net derivatives

Financial assets available for sale

Assets pledged as collateral

Total

Interest and similar income

2,499,220

-

1,067,146

264,920

3,831,286

Net trading gains/(losses) realized and unrealized

48,335

-

(1,067,450)

(141,274)

(1,160,389)

Total

2,547,555

-

(304)

123,646

2,670,897

 

 

 

Bradesco F - 71                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

R$ thousand

Year ended December 31, 2012

Financial assets held for trading

Net derivatives

Financial assets available for sale

Assets pledged as collateral

Total

Interest and similar income

2,462,474

-

782,702

(81,955)

3,163,221

Net trading gains/(losses) realized and unrealized

(62,653)

(28,828)

468,394

381,430

758,343

Total

2,399,821

(28,828)

1,251,096

299,475

3,921,564

 

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 2014, 2013 and 2012:

 

 

R$ thousand

Year ended December 31, 2014

Financial assets held for trading

Net derivatives

Assets pledged as collateral

Total

Net gains/(losses) due to changes in fair value

(32,104)

-

79,710

47,606

Total

(32,104)

-

79,710

47,606

 

 

R$ thousand

 

Year ended December 31, 2013

 

Financial assets held for trading

Net derivatives

Assets pledged as collateral

Total

Net gains/(losses) due to changes in fair value

36,768

-

(142,011)

(105,243)

Total

36,768

-

(142,011)

(105,243)

 

 

R$ thousand

 

Year ended December 31, 2012

 

Financial assets held for trading

Net derivatives

Assets pledged as collateral

Total

Net gains/(losses) due to changes in fair value

29,365

(28,828)

230,884

231,421

Total

29,365

(28,828)

230,884

231,421

 

Sensitivity analysis for financial assets classified as Level 3

 

 

R$ thousand

December 31, 2014

Impact on income (1)

Impact on shareholders’ equity (1)

Scenario 1

Scenario 2

Scenario 3

Scenario 1

Scenario 2

Scenario 3

Interest rate in BRL

(28)

(8,412)

(16,168)

(4,506)

(986,617)

(1,766,138)

Price indices

(181)

(25,777)

(48,804)

(873)

(122,229)

(228,411)

Foreign currency coupon

(11)

(703)

(1,392)

-

-

-

Foreign currency

(564)

(14,110)

(28,220)

-

-

-

Equities

-

-

-

(1,119)

(27,970)

(55,940)

 

 

 

           F -72     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

 

R$ thousand

December 31, 2013

Impact on income (1)

Impact on shareholders’ equity (1)

Scenario 1

Scenario 2

Scenario 3

Scenario 1

Scenario 2

Scenario 3

Interest rate in BRL

(66)

(18,520)

(34,907)

(1,949)

(427,185)

(764,175)

Price indices

(110)

(15,890)

(29,602)

(776)

(112,631)

(209,840)

Foreign currency coupon

(18)

(1,067)

(2,112)

-

-

-

Foreign currency

(747)

(18,666)

(37,333)

-

-

-

Equities

-

-

-

(1,424)

(35,610)

(71,220)

(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$ 2.65 a scenario of R$ 2.67 was used, while for a 1-year fixed interest rate of 12.96%, a 12.97% scenario was applied;

 

Scenario 2:   25% stresses were determined based on market information. For example: for a Real/US dollar exchange rate of R$ 2.65 a scenario of R$ 3.31 was used, while for a 1-year fixed interest rate of 12.96%, a 16.20% 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$ 2.65 a scenario of R$ 3.97 was used, while for a 1-year fixed interest rate of 12.96%, a 19.44% scenario was applied; The scenarios for other risk factors also had 50% stresses in the respective curves or prices.

 

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$ thousand

 

December 31, 2014

 

Fair Value

Carrying amount

Level 1

Level 2

Level 3

Total

Financial assets

 

 

 

 

 

Held to maturity

27,141,530

-

-

27,141,530

25,071,031

Loans and receivables

 

 

 

 

 

  Banks (1)

-

72,974,619

-

72,974,619

72,974,619

  Customers (1)

-

-

326,701,918

326,701,918

328,064,004

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Deposits from banks

-

-

279,875,143

279,875,143

279,940,227

Deposits from customers

-

-

209,623,317

209,623,317

210,031,505

Funds from securities issued

-

-

85,190,081

85,190,081

85,030,399

Subordinated debt

-

-

35,890,227

35,890,227

35,821,666

 

 

Bradesco F - 73                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

R$ thousand

 

December 31, 2013

 

Fair Value

Carrying amount

Level 1

Level 2

Level 3

Total

Financial assets

 

 

 

 

 

Held to maturity

24,545,038

-

-

24,545,038

23,069,026

Loans and receivables

 

 

 

 

 

  Banks (1)

-

78,719,723

-

78,719,723

78,719,723

  Customers (1)

-

-

303,332,602

303,332,602

304,121,334

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Deposits from banks

-

-

243,223,362

243,223,362

243,100,373

Deposits from customers

-

-

215,869,434

215,869,434

216,218,057

Funds from securities issued

-

-

58,007,208

58,007,208

57,883,068

Subordinated debt

-

-

36,232,216

36,232,216

35,885,003

                            (1)  Amounts of loans and receivables are presented net of the provision for impairment losses.

 

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 (e). 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.

 

           F -4     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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.  Capital management

 

Corporate Capital Management Process

 

The purpose of Capital Management is to provide the conditions required to meet the Organization's strategic goals. This process is compatible with the nature of the operations, complexity of products and services, and the dimension of the Organization’s exposure to risks, taking into consideration the business environment.

 

The Organization manages capital involving the control and business areas in accordance with the guidelines laid down by the Board of Executive Officers and the Board of Directors. In line with the strategic guidelines, the Bank draws up a capital plan and identifies contingency measures to be taken into consideration in stress scenarios in order to ensure a suitable level of capital to deal with the risks faced by the Organization and which are sufficient to maintain the managerial limits and margins approved by the Board of Directors.

 

The governance of capital management and the internal capital adequacy assessment process (ICAAP) structures are composed of the Committees and has the Board of Directors as the maximum deliberative body. Within this structure, we highlight the role of the Planning, Budget and Control Department, whose mission is to provide support in the preparation and execution of the corporate strategy, manage the financial performance model and monitor the Organization’s efficiency and efficacy. It provides senior management with capital needs analysis and projections, identifying threats and opportunities that contribute to sufficiency planning, optimizing the efficient use and allocation of capital, in addition to being responsible for complying with the provisions of Bacen regarding 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.

 

 

 

Bradesco F - 75                


 
 

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

 

Notes to the Consolidated Financial Statements

 

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 taking into consideration, at least, the sum of the following portions:

 

 

Where:

RWACPAD: portion referring to exposures to credit risk;

RWAMPAD: portion referring to exposures to market risk subject to calculation of capital requirement upon standardized approach, through the addition of the following portions:

RWAJUR: portion referring to exposures subject to interest rate variation;

RWAACS: portion referring to exposures subject to share price variation;

RWACOM: portion referring to exposures subject to commodity price variation; and

RWACAM: portion referring to exposures of gold, in foreign currency and assets subject to foreign exchange variation.

RWAMINT: portion referring to market risk exposures subject to calculation of capital requirement upon internal model; and

RWAOPAD: portion referring to calculation of required capital to operational risk.  

 

Additionally, the Organization must maintain enough capital to meet the interest rate risk from operations not included in the trading portfolio (Banking Portfolio’s interest rate risk), calculated using the EVE (Economic Value Equity) method.

 

 

 

           F -76     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

Analysis of Reference Equity (PR)

 

Below is the detailed financial information to calculate the Reference Equity of the Organization. This is based on the consolidated statement of financial position as of  December 31, 2014 and 2013 prepared in accordance with accounting practices adopted in Brazil, applicable to financial institutions authorized to operate under Brazilian Central Bank. Brazilian Central Bank monitors the capital sufficiency of the Organization using the Consolidated Financial Entities’ numbers in which all financial subsidiaries are consolidated. If the Reference Equity of the Organization was calculated according to numbers prepared under IFRS, the results could be different from those presented.

 

Calculation basis – Capital Adequacy Ratio

R$ thousand

Capital Adequacy Ratio

(Basel III)

December 31

2014

2013

Financial (1)

Tier I capital

77,198,803

70,808,081

Common Equity tier I

77,198,803

70,808,081

Shareholders’ equity

81,508,250

70,939,802

Non-controlling interests

-

197,679

Prudential adjustments (1)

(4,309,447)

(329,400)

Tier II capital

21,405,720

24,995,582

Subordinated debt (1)

21,405,720

24,995,582

Capital (a)

98,604,523

95,803,663

 

 

 

- Credit risk

544,797,829

526,108,312

- Market risk

21,435,660

27,333,949

- Operational risk

30,979,716

23,334,834

Risk-weighted assets – RWA (b)

597,213,205

576,777,095

 

 

 

Capital adequacy ratio (a / b)

16.5%

16.6%

Tier I capital

12.9%

12.3%

Common equity

12.9%

12.3%

Tier II capital

3.6%

4.3%

(1)     Pursuant to CMN Resolution 4192/13.

 

 

 

Bradesco F - 77                


 
 

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 Consolidated Financial Entities:

 

RWA

R$ thousand

December 31

2014

2013

Financial

Credit risk

544,797,828

526,108,312

Risk Weight of 0%

-

-

Risk Weight of 2%

147,754

164,902

Risk Weight of 20%

2,024,991

2,089,759

Risk Weight of 35%

4,995,128

3,838,175

Risk Weight of 50%

8,175,758

14,188,644

Risk Weight of 75%

130,444,268

86,169,445

Risk Weight of 85%

101,542,404

103,386,347

Risk Weight of 100%

257,528,910

254,155,343

Risk Weight of 150%

-

26,308,590

Risk Weight of 250%

28,949,551

21,664,484

Risk Weight of 300%

10,745,990

13,984,068

Risk Weight of 909,09%

243,074

158,555

Market Risk (1)

21,435,661

27,333,949

Fixed-rate in Reais

6,932,576

14,551,235

Foreign Currency Coupon

6,990,281

5,055,992

Price Index Coupon

6,244,313

5,858,574

Equities

445,602

668,968

Commodities

320,739

256,629

Exposure to Gold, Foreign Currencies and Exchange(2)

5,861,064

7,234,079

Operational Risk

30,979,716

23,334,834

Corporate Finance

1,075,605

919,411

Trading and Sales

5,611,414

4,630,427

Retail

4,771,800

4,567,047

Commercial

13,215,216

7,555,971

Payment and Settlement

3,679,832

3,328,513

Financial Agent Services

1,514,018

1,250,968

Asset Management

1,031,478

989,138

Retail Brokerage

80,353

93,359

Total Risk Weighted Assets

597,213,205

576,777,095

Total Capital Requirement

65,693,452

63,445,480

Banking Portfolio's Interest Rate Risk

3,528,879

3,737,893

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 Bacen Circular Letter 3646/13.

 

The Organization ended the year of 2014 with total Risk-Weighted Assets of R$ 597,213,205 thousand  in the Consolidated Financial Entities, an increase of R$ 20,436,110 thousand (3.5%) from 2013.

 

The risk-weighted assets for credit risk increased by R$ 18,689,516 thousand (3.5%), mainly due to increases in loan operation (retail), TVM, derivatives and interbank liquidity investments. This year, market risk RWA totaled R$ 21,435,661 thousand, representing a decrease of R$ 5,898,288 thousand (-21.6%) compared to December 2013, driven mainly by the fall in the fixed-rate in reais component. For the regulatory capital requirement, 80% of the standard model was used, as established by Bacen Circular Letter 3,674/13, as internal model RWA was R$ 21,104,780 thousand. With regards to operational risk, RWA amounts to R$ 30,979,716 thousand, an increase of R$ 7,644,882 thousand (32.8%) compared to December 2013. Capital requirement for interest rate risk in the Banking Portfolio was R$ 3,528,879 thousand, down R$ 209,014 thousand (-5.6%) compared to December 2013.

 

 

           F -78     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

Follow-up of Basel Index and Margin

 

The Capital Adequacy Ratio (Basel) is an international indicator defined by the Basel Committee on Bank Supervision, which recommends a minimum ratio of 8% between capital and risk-weighted assets. In Brazil, in December 2014 the current minimum required ratio was 11% for Total Capital, 5.5% for Tier I Capital and 4.5% for Common Equity Tier I, according to the regulations in effect (CMN Resolutions 4,192/13 and 4,193/13).

 

 

 

R$ thousand

December 31

2014

2013

Financial

Total Capital

98,604,523

95,803,662

Tier I

77,198,803

70,808,081

Common Equity Tier I

77,198,803

70,808,081

Total Capital Requirement

65,693,453

63,445,480

Margin(1) (Capital Buffer)

32,911,070

32,358,182

Capital Adequacy Ratio

16.5%

16.6%

Tier I Ratio

12.9%

12.3%

Common Equity Tier I Ratio

12.9%

12.3%


(1) Lower margin between Total Capital, Tier I Capital and Common Equity Tier I, and the respective amounts of Capital for each vision.

 

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 Capital Management Methodology aims to ensure on a continuous basis a solid capital base to support the Organization’s development of its activities and ensure appropriate coverage for all risk exposures. An important component of this methodology is the managerial capital margin (management buffer), which is added to the minimum regulatory requirements (Total Capital, Tier I and Common Equity Tier I).

 

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 models.

 

It is approved by the Board of Directors as part of the Organization's risk appetite. Presently, it corresponds to 27% of the minimum regulatory capital requirement (11%).

 

The Organization’s regulatory capital sufficiency can be seen by calculating the capital adequacy ratio which,at the end of this reporting period was 16.51%, of which 12.93% was Tier I and Common Equity Tier I. In terms of margin, the amount totaled R$ 32,911,070 thousand, which would allow for an increase of up to R$ 356,147,786 thousand in loan operations (Retail).

 

 

 

Bradesco F - 79                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

Capital Forecast

 

The capital management and Internal Capital Adequacy Assessment Process (ICAAP) area is responsible for carrying out the Organization’s capital simulations and forecasts, considering prospective variations and trends that are aligned with strategic guidelines, the business environment and the impacts arising from the regulations. The results obtained are submitted for the assessment of Senior Management, as established by the applicable governance framework.

 

The forecasts show a reduction of Total Capital, Tier I and Common Equity Tier I mainly due to the utilization of the phasing factors applied to prudential adjustments, regulated by Article 11 of CMN Resolution 4,192/13 and composition of Capital Tier II.

 

The projected capital indexes are above the minimum regulatory requirements and therefore, within appropriate confidence levels, should be sufficient to support any material risks incurred.

 

Simulation - Basel III

 

Based on Basel III rules published by Bacen in March and October 2013, which include the definition of capital and the expansion of risks in scope and are being gradually implemented through to 2019, below is a simulation based on strategic assumptions for the Financial Consolidated Entities. This takes into consideration the full compliance with the rules on the reference date of December 2014, i.e., anticipating all the impacts expected throughout the implementation schedule set out in to CMN Resolution 4,192/13. For the scope of the Consolidated Prudential, which comes into effect from January 2015, the simulations made by Organization have not presented significant impacts.

 

 

 

           F -80     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

Basel III – Impact Study

(1)    Projection based on December 2014.

 

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 to develop an internal model for calculating additional capital based on underwriting risk.

 

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.

 

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 Company's future commitments to its participants and insured persons.

 

 

 

Bradesco F - 81                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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, (ii) algorithmic checks and corporate system notifications (underwriting, issuance and claims); and (iii) asset and liability management (ALM). In addition, the LAT (Liability Adequacy Test) is performed semi-annually, in order to corroborate the adequacy of the technical provisions recorded, considering premises which reflect the reality of the in-force business.

 

Property insurance

 

Property insurance risk results from:

 

·      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 (e.g.: fire, explosion and business interruption), natural hazards (e.g.: earthquakes, storms and floods), engineering lines (e.g.: 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 Departments have 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.

 

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, expenses, mortality and persistence rates in relation to each business unit. Estimates are based on historical experience and on actuarial expectations.

 

 

           F -82     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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 as analysis of possible accumulation of risks based on monthly reports that 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 risks are managed through frequent monitoring of the experience when compared to market information. 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.

 

Health Insurance

 

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

 

 

 

Bradesco F - 83                


 
 

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

 

Notes to the Consolidated Financial Statements

 

·       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 that 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 Insurer’s experience in comparison with market information. 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;

·      The risk of elevated expenses is primarily monitored through the evaluation of the profitability of business units and the frequent monitoring of expense levels; and

·      Interest-rate risk is monitored as a part of market risk.

 

Results of sensitivity analysis

 

Life with Survival and Welfare Coverage and Individual Life Insurance

 

The sensitivity analysis was performed considering the same methodology used in the LAT test with variation in the assumptions listed below:

 

Sensitivity factor

Description of sensitivity factor applied

Interest rate

Effect of lowering the risk free forward yield curve rate

Loss events

Impact on the business of increased loss events and claims

Longevity

Impact of an improved survival estimates on annuity contracts

Conversion to income

Impact on annuity contracts of a higher rate of conversion to income

 

 

R$ thousand

December 31, 2014

Interest rate

Longevity

Conversion to income

Percentage adjustment to each assumption:

-5%

+0.002%

+5percentage points

PGBL and VGBL (contributing period)

(107,787)

(30,597)

(33,164)

Tradicional plans (contributing period)

(107,819)

(41,448)

(26,122)

All plans(retirement benefit period)

(74,500)

(25,283)

-

Individual life

(8,829)

8,314

-

Total

(298,935)

(89,014)

(59,286)

 

The sensitivity scenarios were also applied for individual life insurance considering the variations noted above but this did not identified any additional value in addition of those already constituted ​​that could affect shareholders’ equity and results of the year.

 

 

           F -84     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

Damages, life and health insurance

 

For damages, life and health insurance, the table below shows the impact on income and shareholders’ equity if loss events/claims were to rise 1 percentage point over the 12 months from the calculation base date.

 

 

R$ thousand

Gross of reinsurance

Net of reinsurance

December 31

December 31

2014

2013

2014

2013

Auto

(22,032) 

(18,634)

(22,032)

(18,634)

RE (Elementary branch)

(8,197) 

(7,840)

(6,713)

(6,676)

Life

(20,776) 

(20,741)

(20,677)

(20,604)

Health

(71,896) 

(58,234)

(71,896)

(58,234)

 

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, the Organization’s financial 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.

 

Other limitations of sensitivity analyses include the use of hypothetical market trends to show potential risk, which only poses Managements views of possible changes affecting markets in the near future in ways that cannot be predicted with any certainty, as well as the premise that interest rates vary in the same way across the curve.

 

Risk concentration

 

Potential exposures are monitored by analyzing concentration in certain type of insurance. The table below shows risk concentration by type of insurance (except capitalization and health), based on net premiums, net of reinsurance:

 

Net premiums written by type of insurance, net of reinsurance

R$ thousand

December 31

2014

2013

Auto

4,117,048

3,068,620

Other

1,477,949

1,361,584

Tradicional plans

1,705,576

1,610,780

Life insurance

4,814,010

4,401,497

VGBL

20,044,929

18,722,928

PGBL

2,019,104

1,973,394

 

 

 

 

Bradesco F - 85                


 
 

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

 

Notes to the Consolidated Financial Statements

 

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 partnersReinsurers 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, which, in addition to the minimum legal requirements and regulations, follows certain other parameters when choosing these partners, to minimize the credit risk inherent in these transactions, such as requiring a minimum rating of A- from S&P – Standard & Poor´s (or equivalent) and a value of shareholder 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 frequent purchase of coverage and higher exposures to credit risk.

 

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, a significant 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 our 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.

 

Risk management includes monitoring exposure to credit risk of individual counterparties through their credit ratings determined by risk rating agencies such as Fitch Ratings, Standard & Poor's, and Moody's.

 

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.

 

Regarding reinsurance operations, the Organization purchases reinsurance operations from a restricted group of reinsurers with IRB-Brasil receiving most treaty contracts and all facultative contracts. According to the rating agencies provided in Brazilian law, such reinsurers have their credit risk classificated as low and the classificationof  IRB-Brasil, issued by A.M.Best, is A-.

 

 

           F -86     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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.

 

The Organization is exposed to concentration risk with individual reinsurers, due to the nature of the reinsurance market and the restricticted universe of reinsurers that have acceptable credit ratings. The Organization’s policy for managing exposure of to reinsurance counterparties is to restrict the reinsurers that may be used, and to regularly assess the impact of reinsurer default.

 

4)     Estimates and judgments

 

The Organization makes estimates and assumptions that affect the reported amount of assets and liabilities within the next financial year. All estimates and assumptions 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 assumptions 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 woud 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 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.

 

 

 

 

Bradesco F - 87                


 
 

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

 

Notes to the Consolidated Financial Statements

 

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(e)(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, 2014, would have increased the allowance for impairment by R$ 247,699 thousand. This sensitivity analysis is hypothetical, and is only meant to illustrate the impact that the 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 -88     IFRS – International Financial Reporting Standards – 2014


 
 

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(n). These benefits are computed using assumptions of mortality, morbidity, lapse, investment performance, inflation and expense. These assumptions are based on our experience and are periodically reviewed against industry standards to ensure actuarial credibility.

 

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 its subsidiary, Bradesco Seguros S.A. and its subsidiaries.

 

 

 

Bradesco F - 89                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

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, which is in accordance with the accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank, and non-financial information measured on different bases. Hence, the segment information demonstrated in the table below was prepared under the accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank and 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.

 

Information by operating segment, reviewed by the Organization and corresponding to the years 2014, 2013 and 2012, is shown below:

 

 

R$ thousand

Year ended December 31, 2014

Banking

Insurance, pension and capitalization bonds

Other operations (1), adjustments and eliminations

Total

Net interest income

43,034,717

4,556,146

2,454,904

50,045,767

Net fee and commission income

17,570,839

1,557,352

(2,388,935)

16,739,256

Net 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

5,411,845

Operating income/(loss)

(3,374,814)

4,426,544

190,538

1,242,268

Impairment 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)

Operating expense

(47,135,084)

(3,410,405)

459,173

(50,086,316)

Income before income taxes and equity in the earnings of associates

10,095,658

7,129,637

715,680

17,940,975

Equity in the earnings of associates

1,220,810

169,431

(425)

1,389,816

Income before income taxes

11,316,468

7,299,068

715,255

19,330,791

Income 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

15,416,478

Attributable to controlling shareholders

10,532,724

4,354,752

427,467

15,314,943

Attributable to non-controlling interest

11,848

100,823

(11,136)

101,535

Total assets

872,867,916

181,949,261

(124,366,161)

930,451,016

Investments in asssociates

2,735,360

1,176,844

71,576

3,983,780

Total liabilities

790,229,118

161,403,921

(103,473,828)

848,159,211

 

 

           F -90     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

 

R$ thousand

Year ended December 31, 2013

Banking

Insurance, pension and capitalization bonds

Other operations (1), adjustments and eliminations

Total

Net interest income

41,600,095

5,589,989

2,110,399

49,300,483

Net fee and commission income

15,639,215

1,264,869

(2,404,402)

14,499,682

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

(4,073,466)

(1,914,579)

197,956

(5,790,089)

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

(3,880,575)

(2,526,016)

305,809

(6,100,782)

Net gains/(losses) on foreign currency transactions

(1,120,880)

-

27,283

(1,093,597)

Net income from insurance and pension plans

-

6,932,616

1,064

6,933,680

Operating income/(loss)

(9,074,921)

2,492,021

532,112

(6,050,788)

Impairment of loans and advances

(9,731,376)

-

107,506

(9,623,870)

Personnel expenses

(11,200,617)

(1,092,479)

(61,322)

(12,354,418)

Other administrative expenses

(12,068,420)

(1,102,065)

1,018,948

(12,151,537)

Depreciation and amortization

(2,625,748)

(180,381)

65,299

(2,740,830)

Other operating income/(expenses)

(6,156,686)

(966,999)

(498,555)

(7,622,240)

Operating expense

(41,782,847)

(3,341,924)

631,876

(44,492,895)

Income before income taxes and equity in the earnings of associates

6,381,542

6,004,955

869,985

13,256,482

Equity in the earnings of associates

1,031,280

31,151

256

1,062,687

Income before income taxes

7,412,822

6,036,106

870,241

14,319,169

Income tax and social contribution

789,516

(2,253,451)

(369,096)

(1,833,031)

Net income for the year

8,202,338

3,782,655

501,145

12,486,138

Attributable to controlling shareholders

8,195,099

3,692,531

508,290

12,395,920

Attributable to non-controlling interest

7,239

90,124

(7,145)

90,218

Total assets

768,059,393

160,295,583

(90,053,362)

838,301,614

Investments in associates

2,254,356

1,068,210

70,281

3,392,847

Total liabilities

696,187,324

143,112,952

(73,101,588)

766,198,688

 

 

 

Bradesco F - 91                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

 

R$ thousand

Year ended December 31, 2012

Banking

Insurance, pension and capitalization bonds

Other operations (1), adjustments and eliminations

Total

Net interest income

39,181,426

3,124,512

1,079,785

43,385,723

Net fee and commission income

13,885,450

1,233,278

(2,397,988)

12,720,740

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

1,095,588

(6,689)

1,021,213

2,110,112

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

(455,476)

2,418,373

(66,923)

1,895,974

Net gains/(losses) on foreign currency transactions

(1,589,833)

-

502,238

(1,087,595)

Net income from insurance and pension plans

-

1,411,996

1,020

1,413,016

Operating income/(loss)

(949,721)

3,823,680

1,457,548

4,331,507

Impairment of loans and advances

(10,925,404)

-

(525,979)

(11,451,383)

Personnel expenses

(10,586,643)

(1,017,702)

45,343

(11,559,002)

Other administrative expenses

(11,592,512)

(932,226)

720,749

(11,803,989)

Depreciation and amortization

(1,459,721)

(114,214)

(914,247)

(2,488,182)

Other operating income/(expenses)

(10,350,581)

(375,446)

2,051,849

(8,674,178)

Operating expense

(44,914,861)

(2,439,588)

1,377,715

(45,976,734)

Income before income taxes and equity in the earnings of associates

7,202,294

5,741,882

1,517,060

14,461,236

Equity in the earnings of associates

752,353

108,302

119,557

980,212

Income before income taxes

7,954,647

5,850,184

1,636,617

15,441,448

Income tax and social contribution

(273,930)

(2,196,399)

(1,619,425)

(4,089,754)

Net income for the year

7,680,717

3,653,785

17,192

11,351,694

Attributable to controlling shareholders

7,672,233

3,591,743

27,594

11,291,570

Attributable to non-controlling interest

8,484

62,042

(10,402)

60,124

Total assets

750,410,472

153,695,571

(104,565,419)

799,540,624

Investments in associates

1,587,922

1,089,644

443,820

3,121,386

Total liabilities

679,490,290

133,940,353

(85,236,409)

728,194,234

 

(1)       Other operation represents less than 1% of total assets/liabilities and the net income for the year.

 

Our operations are substantially conducted in Brazil. Additionally, as of December 31, 2014, we have a branch in New York, and one branch in Grand Cayman, 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% or more of the Organization’s income in the period of 2014, 2013 e 2012.

 

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.

 

 

           F -92     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

6)     Net interest income

 

 

R$ thousand

 

Years ended December 31

2014

2013

2012

Interest and similar income

 

 

 

Loans and advances to banks

8,709,828

8,899,968

6,791,429

Loans and advances to customers:

 

 

 

- Loan operations

54,584,854

48,961,763

47,382,917

- Leasing transactions

555,551

683,657

1,080,916

Financial assets:

 

 

 

- For trading

9,357,339

7,872,493

7,816,181

- Available for sale

9,537,105

7,740,512

6,434,573

- Held to maturity

2,870,674

603,768

589,835

Pledged as collateral

13,953,796

12,770,916

9,090,234

Compulsory deposits with the Central Bank

4,277,351

3,110,877

3,808,229

Other financial interest income

46,598

38,671

37,540

Total

103,893,096

90,682,625

83,031,854

 

 

 

 

Interest and similar expenses

 

 

 

Deposits from banks:

 

 

 

- Interbank deposits

(86,232)

(63,268)

(48,529)

- Funding in the open market

(19,161,452)

(16,671,777)

(11,758,260)

- Borrowings and onlending

(1,821,103)

(1,937,991)

(2,349,470)

Deposits from customers:

 

 

 

- Savings accounts

(5,440,263)

(4,112,323)

(3,623,935)

- Time deposits

(6,441,317)

(5,828,956)

(7,555,947)

Funds from securities issued

(6,689,844)

(3,646,584)

(3,439,688)

Subordinated debt

(3,787,060)

(3,132,915)

(2,884,331)

Technical insurance and pension plans

(10,420,058)

(5,988,328)

(7,985,971)

Total

(53,847,329)

(41,382,142)

(39,646,131)

 

 

 

 

Net interest income

50,045,767

49,300,483

43,385,723

 

 

 

Bradesco F - 93                


 
 

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$ thousand

 

Years ended December 31

2014

2013

2012

Fee and commission income

 

 

 

Credit cards

5,479,230

4,871,774

4,002,174

Current accounts

4,015,897

3,601,736

3,237,888

Collections

1,565,709

1,471,005

1,301,843

Guarantees

1,013,082

920,433

776,684

Fund management

1,168,787

838,320

842,767

Consortium management

880,373

722,462

613,234

Underwriting

636,407

568,401

516,556

Custody and brokerage services

520,290

510,785

482,883

Collection of taxes, utility bills and similar

371,874

352,928

318,495

Interbank fee

39,643

46,672

31,250

Other

1,068,688

631,207

633,357

Total

16,759,980

14,535,723

12,757,131

 

 

 

 

Fee and commission expenses

 

 

 

Financial system services

(20,724)

(36,041)

(36,391)

Total

(20,724)

(36,041)

(36,391)

 

 

 

 

Net fee and commission income

16,739,256

14,499,682

12,720,740

 

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

 

 

R$ thousand

 

Years ended December 31

 

2014

2013

2012

Fixed income securities

(1,828,178)

(4,344,885)

4,027,119

Derivative financial instruments

(1,503,052)

(1,842,833)

(2,303,169)

Equities

1,398,227

397,629

386,162

Total

(1,933,003)

(5,790,089)

2,110,112

 

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

 

 

R$ thousand

 

Years ended December 31

 

2014

2013

2012

Fixed income securities (1)

(358,321)

(5,821,894)

2,761,028

Equities (2)

(929,353)

(468,754)

(982,738)

Dividends received

295,780

189,866

117,684

Total

(991,894)

(6,100,782)

1,895,974

(1)    In 2013, includes the effect of the sale of  of the securities described in the footnote 2 of the statements of equity totaling R$ 6,117,649 thousand; and

(2)    Includes impairment losses of R$ 1,214,770 thousand in 2014, R$ 402,085 thousand in 2013 and R$ 1,170,038 thousand in 2012.

 

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.

 

 

           F -94     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

 

Years ended December 31

 

2014

2013

2012

Premiums written

47,745,885

42,226,410

37,899,360

Supplemental pension plan contributions

3,724,762

3,584,290

3,273,485

Coinsurance premiums ceded

(135,728)

(154,125)

(198,281)

Premiums returned

(525,895)

(543,779)

(500,468)

Net premiums

50,809,024

45,112,796

40,474,096

Reinsurance premiums

(354,041)

(225,581)

(297,351)

Premiums retained from insurance and pension plans

50,454,983

44,887,215

40,176,745

 

 

 

 

Changes in the provision for insurance

(21,801,154)

(18,737,974)

(19,975,166)

Changes in the provision for private pension plans

(2,207,020)

(1,263,833)

(3,350,935)

Changes in the insurance technical provisions and pension plans

(24,008,174)

(20,001,807)

(23,326,101)

 

 

 

 

Reported indemnities

(18,318,200)

(15,448,699)

(13,311,414)

Claims expenses

(194,870)

(295,432)

(142,206)

Recovery of ceded coinsurance

75,128

49,011

132,065

Recovery of reinsurance

138,514

194,185

292,659

Salvage recoveries

329,868

246,751

229,207

Changes in the IBNR provision

(174,128)

(230,507)

(324,144)

Retained claims

(18,143,688)

(15,484,691)

(13,123,833)

 

 

 

 

Commissions on premiums

(1,905,332)

(1,630,312)

(1,535,764)

Recovery of commissions

21,876

16,896

21,794

Fees

(1,095,816)

(828,659)

(730,423)

Brokerage expenses - private pension plans

(216,557)

(246,443)

(199,358)

Changes in deferred commissions

304,553

221,481

129,956

Selling expenses for insurance and pension plans

(2,891,276)

(2,467,037)

(2,313,795)

 

 

 

 

Net income from insurance and pension plans

5,411,845

6,933,680

1,413,016

 

12)  Impairment of loans and advances

 

 

R$ thousand

 

Years ended December 31

 

2014

2013

2012

Loans and advances:

 

 

 

Impairment losses

(14,514,898)

(14,202,896)

(15,332,059)

Recovery of credits charged-off as loss

3,924,514

3,640,014

2,986,639

Reversal of impairment

298,998

939,012

894,037

Total

(10,291,386)

(9,623,870)

(11,451,383)

 

 

 

 

Bradesco F - 95               


 
 

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

 

Notes to the Consolidated Financial Statements

 

13)  Personnel expenses

 

 

R$ thousand

 

Years ended December 31

 

2014

2013

2012

Salaries

(6,051,522)

(5,654,705)

(5,350,695)

Benefits

(2,787,651)

(2,572,877)

(2,415,768)

Social charges

(2,344,062)

(2,194,667)

(2,065,325)

Employee profit sharing

(1,235,912)

(1,094,204)

(1,012,986)

Provision for labor disputes

(1,112,906)

(719,003)

(588,858)

Training

(135,586)

(118,962)

(125,370)

Total

(13,667,639)

(12,354,418)

(11,559,002)

 

14)  Other administrative expenses

 

 

R$ thousand

 

Years ended December 31

 

2014

2013

2012

Third party services

(3,906,581)

(3,722,757)

(3,458,649)

Communications

(1,383,228)

(1,480,119)

(1,557,453)

Data processing

(1,087,503)

(1,072,253)

(917,522)

Rent

(838,843)

(782,179)

(740,219)

Transportation

(756,472)

(811,428)

(850,504)

Financial system

(772,099)

(732,520)

(657,271)

Advertising, promotions and public relations

(826,462)

(708,476)

(714,473)

Maintenance and conservation of assets

(628,363)

(608,501)

(559,713)

Security and surveillance

(556,705)

(492,060)

(425,464)

Materials

(329,489)

(299,152)

(313,341)

Advances to FGC (Deposit Guarantee Association)

(308,360)

(296,618)

(290,702)

Water, electricity and gas

(233,551)

(220,785)

(249,886)

Travel

(147,566)

(132,359)

(133,856)

Other

(1,196,299)

(792,330)

(934,936)

Total

(12,971,521)

(12,151,537)

(11,803,989)

 

15)  Depreciation and amortization

 

 

R$ thousand

 

Years ended December 31

 

2014

2013

2012

Amortization expenses

(1,876,298)

(1,722,591)

(1,452,947)

Depreciation expenses

(1,056,389)

(1,018,239)

(1,035,235)

Total

(2,932,687)

(2,740,830)

(2,488,182)

 

 

 

           F -96     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

16)  Other operating income/(expenses)

 

 

R$ thousand

 

Years ended December 31

 

2014

2013

2012

Expenses with taxes other than income tax

(3,926,682)

(3,749,328)

(3,800,303)

Legal provision

(1,267,557)

(1,101,059)

(788,992)

Changes in monetary liabilities

(346,369)

(626,834)

(823,960)

Income from sales of non-current assets, investments, and property and equipment, net (1)

(362,101)

(220,400)

584,318

Other (2)

(4,320,374)

(1,924,619)

(3,845,241)

Total

(10,223,083)

(7,622,240)

(8,674,178)

 

(1)    Includes in 2012, gain on sale of Serasa shares of R$ 793,360 thousand; and

(2)    Includes in 2013, (i) the effect of the reversal of provision previously recorded, relating to the adhesion to the tax liability installment and cash payment program, in the amount of R$ 1,949,763 thousand;and (ii) impairment losses in the amount of R$ 104,606 thousand (2012 - R$ 581,436 thousand).

 

17)  Income tax and social contribution

 

a)      Calculation of income tax and social contribution charges

 

 

R$ mil

Years ended December 31

2014

2013

2012

Income before income tax and social contribution

19,330,791

14,319,169

15,444,672

Total income tax and social contribution charges at rates of 25% and 15%, respectively

(7,732,316)

(5,727,668)

(6,177,869)

Effect of additions and exclusions in the tax calculation:

 

 

 

Equity in results of associates

555,926

425,075

392,085

Foreign exchange variations

1,792,271

1,320,106

726,799

Non-deductible expenses net of non-taxable income

(141,937)

325,697

(503,065)

Interest on equity (paid and payable)

1,438,003

1,289,620

1,304,523

Prior-period tax credits (Nota 16 (2))

-

462,270

-

Effect of social contribution rate differences (1)

216,285

155,517

169,518

Other

(42,545)

(83,648)

(1,745)

Income tax and social contribution for the period

(3,914,313)

(1,833,031)

(4,089,754)

Effective rate

20.23%

12.80%

26.48%

 

(1)  Relates to the differential of rate of social contribution between financial entities (15%) and non financial subsidiaries (9%). See Note 2(w).

 

 

 

Bradesco F - 97               


 
 

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$ thousand

 

Years ended December 31

 

2014

2013

2012

Current taxes:

 

 

 

Income tax and social contribution due

(6,959,862)

(5,814,188)

(6,574,502)

Deferred taxes:

 

 

 

Net Addition/(realization) of temporary differences

2,555,080

1,163,367

2,556,708

Use of initial balances from:

 

 

 

Negative social contribution losses

(347,426)

(130,336)

(151,741)

Income tax loss

(546,943)

(208,823)

(178,052)

Prior-period tax credits

 

 

 

Temporary additions (Note 16(2))

-

462,270

-

Addition on:

 

 

 

Negative social contribution losses

589,644

1,181,492

150,667

Income tax loss

795,194

1,513,187

107,166

Total deferred tax expense

3,045,549

3,981,157

2,484,748

Income tax and social contribution

(3,914,313)

(1,833,031)

(4,089,754)

 

c)      Deferred income tax and social contribution presented in the consolidated statement of financial position

 

 

R$ thousand

Balance on December 31, 2013

Additions

Realization

Balance on December 31,

2014

Provisions of impairment of loans and advances

14,718,480

6,408,907

3,748,497

17,378,890

Provision for contingencies

4,701,558

1,642,152

1,613,368

4,730,342

Adjustment to market value of securities

716,814

242,196

312,488

646,522

Others

2,773,263

2,034,900

2,098,722

2,709,441

Total tax assets on temporary differences

22,910,115

10,328,155

7,773,075

25,465,195

Income tax and social contribution losses in Brazil and abroad

4,036,530

1,384,838

894,369

4,526,999

Adjustment to market value of available for sale

710,311

541,635

903,349

348,597

Social contribution - MP 2158-35 (change in tax law)

140,197

-

26,414

113,783

Total deferred tax assets (1)

27,797,153

12,254,628

9,597,207

30,454,574

Deferred tax liabilities (1)

2,935,897

675,757

737,085

2,874,569

Net deferred taxes (1)

24,861,256

11,578,871

8,860,122

27,580,005

 

 

 

           F -98     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

 

R$ thousand

Balance on December 31, 2012

Additions

Realization

Balance on December 31,

2013

Provisions of impairment of loans and advances

11,593,783

5,551,441

2,426,744

14,718,480

Provision for contingencies

7,322,501

1,315,488

3,936,431

4,701,558

Adjustment to market value of securities

426,468

306,747

16,401

716,814

Others

1,941,727

1,734,551

903,015

2,773,263

Total tax assets on temporary differences

21,284,479

8,908,227

7,282,591

22,910,115

Income tax and social contribution losses in Brazil and abroad

1,681,009

2,694,680

339,159

4,036,530

Adjustment to market value of available for sale

-

710,311

-

710,311

Social contribution - MP 2158-35 (change in tax law)

140,842

-

645

140,197

Total deferred tax assets (1)

23,106,330

12,313,218

7,622,395

27,797,153

Deferred tax liabilities (1)

8,284,468

368,784

5,717,355

2,935,897

Net deferred taxes (1)

14,821,862

11,944,434

1,905,040

24,861,256

 

 (1)  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 offset in 2014, was R$ 2,066,391 thousand (2013 – R$ 2,136,074 thousand).

 

d)      Expected realization of tax assets on temporary differences, income tax and social contribution losses and special social contribution assets

 

 

R$ thousand

Temporary differences

Income tax and Social contribution losses

Social contribution - MP 2158-35

Total

Income tax

Social contribution

Income tax

Social contribution

2015

3,300,551

1,954,267

214,215

237,944

80,528

5,787,505

2016

3,282,043

1,944,952

440,596

260,766

32,733

5,961,090

2017

3,217,727

1,899,260

749,266

443,499

522

6,310,274

2018

2,573,657

1,520,332

1,026,230

747,131

-

5,867,350

2019

3,699,236

2,073,170

19,274

388,078

-

6,179,758

Total

16,073,214

9,391,981

2,449,581

2,077,418

113,783

30,105,977

           

e)      Deferred tax liabilities

 

 

R$ thousand

December 31

2014

2013

Timing differences of depreciation – finance leasing

784,378

1,340,059

Adjustment to market values of financial assets

239,129

(709,344)

Judicial deposit and others

1,851,062

1,594,871

Total

2,874,569

2,225,586

 

 

 

Bradesco F - 99                


 
 

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

 

Notes to the Consolidated Financial Statements

 

f)       Income tax and social contribution on adjustments recognized directly in equity

 

 

 

R$ thousand

 

December 31, 2014

December 31, 2013

December 31, 2012

 

Before tax

Tax (expense)/ benefit

Net of tax

Before tax

Tax (expense)/ benefit

Net of tax

Before tax

Tax (expense)/ benefit

Net of tax

Financial assets recorded as available for sale

730,372

(289,194)

441,178

(12,544,423)

5,014,296

(7,530,127)

7,679,798

(3,061,838)

4,617,960

Exchange differences on translations of foreign operations

3,681

(1,473)

2,208

50,839

(20,335)

30,504

46,196

(18,479)

27,717

Total

734,053

(290,667)

443,386

(12,493,584)

4,993,961

(7,499,623)

7,725,994

(3,080,317)

4,645,677

 

 

 

 

 

 

           F -100     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

18)  Earnings per share

 

a)     Basic earnings per share

The calculation of basic earnings per share was calculated based on the weighted average number of ordinary and preferred shares outstanding, as shown in the calculations below:

 

 

Years ended December 31

 

2014

2013

2012 (1)

Net earnings attributable to the Organization’s ordinary shareholders (R$ thousand)

7,302,215

5,908,906

5,380,105

Net earnings attributable to the Organization’s preferred shareholders (R$ thousand)

8,012,728

6,487,014

5,911,465

Weighted average number of ordinary shares outstanding (thousands)

2,100,738

2,100,738

2,100,833

Weighted average number of preferred shares outstanding (thousands)

2,095,584

2,096,607

2,098,472

Basic earnings per share attributable to ordinary shareholders of the Organization (in Reais)

3.48

2.81

2.56

Basic earnings per share attributable to preferred shareholders of the Organization (in Reais)

3.82

3.09

2.82

 

(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 11, 2013, in the proportion of one new share for every 10 shares held.

 

b)    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$ thousand

 

December 31

2014

2013

Cash in local currency

10,800,176

9,104,904

Cash in foreign currency

3,705,112

2,964,374

Restricted deposits with the Brazilian Central Bank (1)

50,924,906

55,380,989

Others

106

96

Total

65,430,300

67,450,363

 

(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$ thousand

December 31

2014

2013

Cash in local currency

10,800,176

9,104,904

Cash in foreign currency

3,705,112

2,964,374

Short-term interbank investments (1)

190,166,087

105,628,613

Others

106

96

Total

204,671,481

117,697,987

 

(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.

 

 

 

Bradesco F - 101                


 
 

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$ thousand

December 31

2014

2013

Financial assets

 

 

Brazilian government securities

35,014,906

46,847,468

Bank debt securities

15,905,309

20,187,824

Corporate debt and marketable equity securities

10,332,717

17,886,442

Mutual funds

12,336,964

8,426,678

Brazilian sovereign bonds

418,561

-

Foreign governments securities

68,397

235,083

Derivative financial instruments

4,421,457

2,509,028

Total

78,498,311

96,092,523

 

Maturity

 

 

R$ thousand

December 31

2014

2013

Maturity of up to one year

26,679,503

44,330,402

Maturity of one to five years

27,391,862

30,456,366

Maturity of five to 10 years

8,743,965

8,451,946

Maturity of over 10 years

1,372,346

1,873,448

No stated maturity

14,310,635

10,980,361

Total

78,498,311

96,092,523

 

Financial instruments provided as collateral and classified as "held for trading”, totaled R$ 1,257,413   thousand and R$ 2,924,653 thousand in 2014 and 2013, respectively, as disclosed in Note 23 "Assets Pledged as Collateral”.

 

The Organization in 2014 maintained a total of R$ 3,218,365 thousand (2013 – R$ 2,096,222 thousand) pledged as a guarantee of liabilities.

 

Unrealized gains/(losses) on securities and trading securities totaled R$ 877,798 thousand (2013 – (R$ 60.919) thousand and 2012 – R$ 392,100 thousand). Net variation in unrealized gains/(losses) from securities and trading securities totaled R$ 938,717 thousand in 2014 and (R$ 453.019) thousand in 2013.

 

b) Financial liabilities held for trading

 

 

R$ thousand

December 31

2014

2013

Derivative financial instruments

3,315,573

1,826,382

Total

3,315,573

1,826,382

 

 

 

           F -102     IFRS – International Financial Reporting Standards – 2014


 
 

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.

 

 

 

Bradesco F - 103                


 
 

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$ thousand

 

Notional amounts

Asset/(liability)

 

December 31

December 31

2014

2013

2014

2013

Futures contracts

 

 

 

 

     Interest rate futures

 

 

 

 

Purchases

59,298,642

83,661,033

22,356

10,561

Sales

110,759,701

188,121,164

(33,710)

(17,729)

     In foreign currency

 

 

 

 

Purchases

16,145,870

24,688,862

-

-

Sales

26,041,747

37,322,798

-

-

     Others

 

 

 

 

Purchases

3,222,294

83,149

-

-

Sales

238,235

115,569

-

-

 

 

 

 

 

Options

 

 

 

 

     Interest rates

 

 

 

 

Purchases

23,409,200

180,586,642

27,432

132,249

Sales

30,594,004

204,049,725

(28,642)

(153,479)

     In foreign currency

 

 

 

 

Purchases

2,190,621

1,211,870

134,292

15,244

Sales

1,711,374

2,902,599

(77,944)

(67,746)

     Others

 

 

 

 

Purchases

438,498

436,698

2,666

544

Sales

123,697

1,567,633

(26,505)

(949)

 

 

 

 

 

Forward operations

 

 

 

 

     In foreign currency

 

 

 

 

Purchases

8,372,687

9,185,195

1,015,133

444,194

Sales

9,280,704

8,192,634

(671,345)

(268,385)

     Others

 

 

 

 

Purchases

111,559

216,420

343,683

86,124

Sales

416,503

221,819

(339,424)

(193,883)

 

 

 

 

 

Swap contracts

 

 

 

 

     Asset position

 

 

 

 

Interest rate swaps

24,918,940

37,923,123

385,543

391,008

Currency swaps

29,305,345

25,131,705

2,490,351

1,429,104

     Liability position

 

 

 

 

Interest rate swaps

24,218,645

36,946,126

(1,699,752)

(524,237)

Currency swaps

29,267,749

25,412,799

(438,249)

(599,973)

 

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 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.

 

 

           F -104     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

The Organization has the following economic hedging operations, however, as mentioned in Note 2(e) (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.

 

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 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.

 

 

 

Bradesco F - 105                


 
 

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

 

Notes to the Consolidated Financial Statements

 

21)  Financial assets available for sale

 

 

R$ thousand

Amortized cost

Gross unrealized gains

Gross unrealized losses

Fair value

Brazilian government securities

70,490,510

932,267

(1,273,740)

70,149,037

Corporate debt securities

41,684,427

431,375

(749,029)

41,366,773

Bank debt securities

3,372,189

201,182

(218,592)

3,354,779

Brazilian sovereign bonds

272,701

1,362

(12,162)

261,901

Marketable equity securities and other stocks

5,286,472

696,633

(153,861)

5,829,244

Balance on December 31, 2014

121,106,299

2,262,819

(2,407,384)

120,961,734

 

 

 

 

 

Brazilian government securities

29,812,137

359,478

(1,185,930)

28,985,685

Corporate debt securities

31,482,436

238,463

(662,543)

31,058,356

Bank debt securities

1,916,044

34,877

(101,634)

1,849,287

Brazilian sovereign bonds

52,524

12,212

(150)

64,586

Marketable equity securities and other stocks

5,790,564

465,790

(375,857)

5,880,497

Balance on December 31, 2013

69,053,705

1,110,820

(2,326,114)

67,838,411

 

Maturity

 

 

R$ thousand

December 31, 2014

December 31, 2013

Amortized cost

Fair value

Amortized cost

Fair value

Due within one year

52,546,732

52,523,210

10,060,271

10,053,730

From 1 to 5 years

20,842,585

20,491,801

16,106,928

15,854,096

From 5 to 10 years

25,586,953

25,058,017

24,289,250

23,553,929

Over 10 years

16,843,557

17,059,462

12,806,692

12,496,159

No stated maturity

5,286,472

5,829,244

5,790,564

5,880,497

Total

121,106,299

120,961,734

69,053,705

67,838,411

 

Financial instruments pledged as collateral and classified as available for sale, totaled R$ 14,616,464 thousand and R$ 41,267,846 thousand in 2014 and 2013, respectively, as disclosed in Note 23 "Assets Pledged as Collateral".

 

In 2014, the Organization maintained a total of R$ 2,543,749 thousand (2013 – R$ 4,011,827 thousand) financial assets available for sale pledged as a guarantee for liabilities.

 

We have applied our policy for impairment testing described in note 2(e)(viii)(b) and realized other than temporary losses for available for sale assets in the amount of R$ 1,214,770 thousand in 2014 (2013 – R$ 402,085 thousand and 2012 - R$ 1,170,038 thousand), included in Note 9.

 

 

 

           F -106     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

22)  Investments held to maturity

 

 

R$ thousand

Amortized cost

Gross unrealized gains

Gross unrealized losses

Fair value

Securities :

 

 

 

 

Brazilian government securities

25,032,157

3,150,195

(1,085,098)

27,097,254

Brazilian sovereign bonds

38,874

5,402

-

44,276

Balance on December 31, 2014

25,071,031

3,155,597

(1,085,098)

27,141,530

 

 

 

 

 

Securities :

 

 

 

 

Brazilian government securities

23,029,469

1,469,895

-

24,499,364

Brazilian sovereign bonds

39,557

6,791

(674)

45,674

Balance on December 31, 2013

23,069,026

1,476,686

(674)

24,545,038

 

Maturity

 

 

R$ thousand

December 31, 2014

December 31, 2013

Amortized cost

Fair value

Amortized cost

Fair value

Due within one year

251,847

255,604

-

-

From 1 to 5 years

2,957,798

3,124,863

2,948,181

2,961,496

From 5 to 10 years

6,521,620

7,733,739

6,804,319

7,337,634

Over 10 years

15,339,766

16,027,324

13,316,526

14,245,908

Total

25,071,031

27,141,530

23,069,026

24,545,038

 

The financial instruments granted as guarantees, which totaled R$ 4,360 thousand in December 2013, are described in Note 23 “Assets pledged as collateral”.

 

23)  Assets pledged as collateral

 

 

R$ thousand

December 31

2014

2013

Held for trading

1,257,413

2,924,653

Brazilian government securities

1,257,413

2,924,653

Available for sale (1)

14,616,464

47,060,487

Brazilian government securities

7,095,516

44,667,819

Corporate debt securities

3,661,955

1,939,437

Bank debt securities

3,858,993

453,231

Held to maturity

-

4,360

Brazilian sovereign bonds

-

4,360

Loans and advances to banks

136,738,812

67,750,725

Interbank liquidity investments

136,738,812

67,750,725

Total

152,612,689

117,740,225

 

(1)  In 2014, includes unrealized gains of R$ 264,815 thousand (2013 - R$ 105,063 thousand) and losses of R$ 1,300,315 thousand (2013 – R$ 1,286,165 thousand).

 

 

 

Bradesco F - 107                


 
 

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

 

Notes to the Consolidated Financial Statements

 

Collateral is a conditional commitment to ensure that the contractual clauses of a funding in the open market are complied with. In these agreements, the amount of R$ 152,282,854 thousand (2013 – R$ 117,380,203 thousand) may be repledged and R$ 329,835 thousand (2013 – R$ 360,022 thousand), sold or repledged.

 

The fair value of assets pledged as collateral in 2013 classified as held to maturity totaled R$ 5,034 thousand.

 

24)  Loans and advances to banks

 

 

R$ thousand

December 31

2014

2013

Repurchase agreements (1)

57,438,342

57,222,304

Loans to financial institutions

15,580,542

21,540,661

Impairment of loans and advances

(44,265)

(43,242)

Total

72,974,619

78,719,723

              (1)  As the guarantee holder had not defaulted, the Organization was authorized to sell or repledge the guarantee at a fair value of R$ 28,875 thousand in 2013.

 

25)  Loans and advances to customers

 

 

R$ thousand

December 31

2014

2013

Working capital

62,155,974

59,180,627

Personal credit (1)

45,807,489

41,922,683

Onlending BNDES/Finame

42,168,754

40,543,267

Housing loans

40,103,169

27,870,462

Vehicles – CDC (Direct consumer credit)

30,354,903

32,209,642

Credit card

28,072,447

25,473,079

Financing and export

26,141,531

25,662,214

Rural loans

17,057,992

13,651,917

Overdraft for corporates

10,500,353

10,422,370

Import

9,195,381

8,598,811

Leasing

4,319,149

5,713,481

Receivable insurance premiums

4,257,787

3,717,227

Overdraft for individuals

3,665,539

3,312,666

Others

25,396,213

25,701,122

Total Portfolio

349,196,681

323,979,568

Impairment of loans and advances

(21,132,677)

(19,858,234)

Total of net loans and advances to customers

328,064,004

304,121,334

(1)    Includes in 2014 R$ 29,501,361 thousand related to payroll loans (2013 – 24,487,902 thousand).

 

 

 

           F -108     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

Allowance for loans and advances to customers

 

 

R$ thousand

 

2014

2013

At the beginning of the year

19,858,234

19,914,294

Impairment of loans and advances

10,291,386

9,623,870

Recovery of credits charged-off as loss

3,924,514

3,640,014

Write-offs

(12,941,457)

(13,319,944)

At the end of the year

21,132,677

19,858,234

 

Finance lease receivables

 

Loans and advances to customers include the following finance lease receivables.

 

 

R$ thousand

December 31

2014

2013

Gross investments in financial leases receivable:

 

 

Up to one year

2,188,804

3,001,069

From one to five years

2,073,705

2,674,089

Over five years

56,640

38,323

Impairment loss on finance leases

(251,877)

(460,556)

Net investment

4,067,272

5,252,925

 

 

 

Net investments in finance leases:

 

 

Up to one year

2,032,434

2,723,519

From one to five years

1,979,160

2,492,248

Over five years

55,678

37,158

Total

4,067,272

5,252,925

 

26)  Non-current assets held for sale

 

 

R$ thousand

December 31

2014

2013

Assets not for own use

 

 

Vehicles and related

287,332

299,117

Properties

704,523

519,591

Machinery and equipment

7,365

11,542

Others

7,241

2,296

Total

1,006,461

832,546

 

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 accounting value of the items the Organization intends to sell, which in their current condition is highly probable and expected to occur within a year.

 

 

 

Bradesco F - 109                


 
 

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$ thousand

Total shareholding interest

Shareholding interest with voting rights

Investment book value

Equity in net income (loss)

Associates assets

Associates liabilities

Revenue (1)

Associates net income (loss) for the year

BES Investimentos do Brasil S.A.

20.00%

20.00%

138,002

10,891

5,927,414

5,237,405

16,212,154

54,456

Cia. Brasileira de Gestão e Serviços S.A.

41.85%

41.85%

66,076

9,279

229,506

27,679

10,518

22,173

Cielo S.A.

28.65%

28.65%

1,696,088

924,699

18,156,089

13,659,918

15,859

3,227,769

Empresa Brasileira de Solda Elétrica S.A. (2)

49.00%

49.00%

39,723

14,246

204,413

123,346

437,607

29,074

Fidelity Processadora S.A.

49.00%

49.00%

258,535

66,759

839,393

311,769

27,819

136,243

Integritas Participações S.A. (2)

25.17%

25.17%

492,242

7,883

782,014

7,195

218

31,316

IRB - Brasil Resseguros S.A. (2) (3)

20.51%

0.00%

618,527

148,874

12,932

9,917

2,265

725,859

NCR Brasil S.A. (2)

49.00%

49.00%

71,576

1,295

199,444

118,407

32,692

2,642

Total investments in associates

 

 

3,380,769

1,183,926

26,351,205

19,495,636

16,739,132

4,229,532

 

 

 

 

 

 

 

 

 

Elo Participações S.A.(4)

50.01%

50.01%

515,035

186,009

1,264,614

88,441

443

371,943

Crediare S.A. – Crédito, Financiamento e Investimento

50.00%

50.00%

66,845

13,785

431,667

297,978

147,364

27,570

Leader S.A. Adm. de Cartões de Crédito (2)

50.00%

50.00%

20,817

16,075

376,329

334,694

294,547

32,150

MPO - 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

2,087,766

735,638

442,354

411,706

Total on December 31, 2014

 

 

3,983,780

1,389,816

28,438,971

20,231,274

17,181,486

4,641,238

 

 

           F -110     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

Company

R$ thousand

Total shareholding interest

Shareholding interest with voting rights

Investment book value

Equity in net income (loss)

Associates assets

Associates liabilities

Revenue (1)

Associates net income (loss) for the year

BES Investimentos do Brasil S.A.

20.00%

20.00%

133,140

6,047

7,257,323

6,591,624

9,097,795

30,235

Cia. Brasileira de Gestão e Serviços S.A.

41.85%

41.85%

56,796

6,285

196,342

22,575

5,893

15,018

Cielo S.A.

28.65%

28.65%

1,360,812

802,033

12,643,111

9,317,261

18,187

2,799,588

Empresa Brasileira de Solda Elétrica S.A. (2)

49.00%

49.00%

25,642

4,043

328,952

276,621

178,399

8,251

Fidelity Processadora S.A.

49.00%

49.00%

266,429

58,579

868,262

324,529

14,931

119,549

Integritas Participações S.A. (2)

22.32%

22.32%

503,911

6,700

810,921

9,713

30,232

30,022

IRB - Brasil Resseguros S.A. (2) (3)

21.24%

-

507,503

18,166

12,502,578

9,990,775

1,508,156

85,518

NCR Brasil S.A. (2)

49.00%

49.00%

70,281

5,122

159,228

82,720

36,035

10,453

Total investments in associates

 

 

2,924,514

906,975

34,766,717

26,615,818

10,889,628

3,098,634

 

 

 

 

 

 

 

 

 

Elo Participações S.A.(4)

50.01%

50.01%

373,145

76,567

924,083

957

46

153,103

Companhia Brasileira de Soluções e Serviços – Alelo (4)

-

-

-

52,996

-

-

36,415

105,971

Crediare S.A. – Crédito, Financiamento e Investimento

50.00%

50.00%

64,852

11,261

383,426

250,738

133,855

22,522

Leader S.A. Adm. de Cartões de Crédito (2)

50.00%

50.00%

26,042

15,803

390,788

338,703

303,233

31,606

MPO - Processadora de Pagamentos Móveis S.A.

50.00%

50.00%

4,294

(731)

8,775

188

-

(1,462)

2BCapital S.A. (6)

50.00%

50.00%

-

(184)

4,358

4,886

39

(368)

Total investments in joint ventures

 

 

468,333

155,712

1,711,430

595,472

473,588

311,372

Total on December 31, 2013

 

 

3,392,847

1,062,687

36,478,147

27,211,290

11,363,216

3,410,006

 

 

 

 

Bradesco F - 111                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

Company

R$ thousand

Total shareholding interest

Shareholding interest with voting rights

Investment book value

Equity in net income (loss)

Associates assets

Associates liabilities

Revenue (1)

Associates net income (loss) for the year

BES Investimentos do Brasil S.A.

20.00%

20.00%

128,153

9,315

6,543,698

5,902,932

6,534,113

31,064

BIU Participações S.A. (5)

-

-

-

57,200

-

-

-

-

Cielo S.A.

28.65%

28.65%

1,171,061

653,958

9,287,235

6,552,119

19,675

2,313,995

Cia. Brasileira de Gestão e Serviços S.A.

41.85%

41.85%

50,511

6,746

146,114

25,415

4,231

16,120

Fidelity Processadora S.A.

49.00%

49.00%

266,974

40,160

719,437

174,590

6,204

81,959

Empresa Brasileira de Solda Elétrica S.A. (2)

49.00%

49.00%

21,734

3,657

242,126

197,859

29,017

6,075

IRB - Brasil Resseguros S.A. (2) (3)

21.24%

-

532,518

125,908

11,511,230

9,004,344

952,801

378,120

NCR Brasil S.A. (2)

49.00%

49.00%

77,432

-

298,481

229,567

62,446

35,932

Integritas Participações S.A. (2)

22.32%

22.32%

506,615

(26,282)

910,020

15,283

703

44,661

Total investments in associates

 

 

2,754,998

870,662

29,658,341

22,102,109

7,609,190

2,907,926

 

 

 

 

 

 

 

 

 

Companhia Brasileira de Soluções e Serviços - Alelo

50.01%

50.01%

260,031

89,404

2,896,581

2,444,656

73,672

160,048

Crediare S.A. – Crédito, Financiamento e Investimento

50.00%

50.00%

58,152

1,177

402,605

287,649

156,513

5,513

Elo Participações S.A.

50.01%

50.01%

12,728

(3,810)

27,126

1,669

520

(7,619)

Leader S.A. Adm. de Cartões de Crédito (2)

50.00%

50.00%

35,452

23,984

369,092

310,836

302,341

48,700

MPO - Processadora de Pagamentos Móveis S.A.

50.00%

50.00%

25

-

50

-

-

-

2BCapital S.A. (6)

50.00%

50.00%

-

(1,205)

4,455

4,615

11

(2,410)

Total investments in joint ventures

 

 

366,388

109,550

3,699,909

3,049,425

533,057

204,232

Total on December 31, 2012

 

 

3,121,386

980,212

33,358,250

25,151,534

8,142,247

3,112,158

 

(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)   In 2013 the investment in the associate Cia Brasileira de Soluções e Serviços – Alelo was disposed and a respective capital increase was made in Elo Participações S.A.;

(5)   Company disposed in 2012;

(6)   Company was fully consolidated from 2014, due to the capital increase.

 

 

 

           F -112     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

In 2014, 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$ 18,768,859 thousand (2013 - R$ 14,784,925 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$ thousand

 

2014

2013

Initial balances

3,392,847

3,121,386

Additions (1)

6,000

379,983

Disposal of associates (1)

-

(391,171)

Equity in net income of associates

1,389,816

1,062,687

Dividends/Interest on capital

(804,883)

(767,765)

Adjustment of goodwill (2)

-

(12,273)

Final balances

3,983,780

3,392,847

(1)    In 2013 the investment in the associate Cia Brasileira de Soluções e Serviços – Alelo was disposed and a respective capital increase was made in Elo Participações S.A; and

(2)    In 2013, refers an adjustment of goodwill of NCR Brasil.

 

28)  Property and equipment

 

a)  Composition of property and equipment by class

 

 

 

R$ thousand

Annual rate of depreciation

Cost

Accumulated depreciation

Net

Buildings

4%

1,107,832

(580,007)

527,825

Land

-

493,079

-

493,079

Installations, properties and equipment for use

10%

4,366,846

(2,161,742)

2,205,104

Security and communications systems

10%

222,627

(174,905)

47,722

Data processing systems

20% - 50%

2,682,748

(1,763,755)

918,993

Transportation systems

20%

84,860

(39,646)

45,214

Financial leasing of data processing systems

20% - 50%

2,880,337

(2,417,756)

462,581

Balance on December 31, 2014

 

11,838,329

(7,137,811)

4,700,518

 

 

 

 

 

Buildings

4%

1,072,076

(566,917)

505,159

Land

-

492,411

-

492,411

Installations, properties and equipment for use

10%

4,479,464

(2,449,557)

2,029,907

Security and communications systems

10%

223,422

(166,349)

57,073

Data processing systems

20% - 50%

2,305,524

(1,545,962)

759,562

Transportation systems

20%

56,676

(34,034)

22,642

Financial leasing of data processing systems

20% - 50%

2,818,799

(2,183,586)

635,213

Balance on December 31, 2013

 

11,448,372

(6,946,405)

4,501,967

 

Depreciation charges in 2014 amounted to R$ 1,056,389 thousand (2013 - R$ 1,018,239 thousand and 2012 - R$ 1,035,235 thousand).

 

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.

 

 

 

Bradesco F - 113                


 
 

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

 

Notes to the Consolidated Financial Statements

 

b)      Change in property and equipment by class

 

 

R$ thousand

Buildings

Land

Installations, properties and equipment for use

Security and communications systems

Data processing systems (1)

Transportation systems

Total

Balance on December 31, 2012

461,938

488,292

2,224,402

75,349

1,251,025

23,821

4,524,827

Additions

58,299

5,972

459,161

13,718

791,102

4,318

1,332,570

Write offs

(2,001)

(1,853)

(294,707)

(10,477)

(19,390)

(363)

(328,791)

Impairment

-

-

(6,356)

(1,521)

-

(523)

(8,400)

Depreciation

(13,077)

-

(352,593)

(19,996)

(627,962)

(4,611)

(1,018,239)

Balance on December 31, 2013

505,159

492,411

2,029,907

57,073

1,394,775

22,642

4,501,967

Additions

36,269

833

790,626

10,523

690,865

30,469

1,559,585

Write offs

(320)

(165)

(255,243)

(3,136)

(44,528)

(451)

(303,843)

Impairment

-

-

(802)

-

-

-

(802)

Depreciation

(13,283)

-

(359,384)

(16,738)

(659,538)

(7,446)

(1,056,389)

Balance on December 31, 2014

527,825

493,079

2,205,104

47,722

1,381,574

45,214

4,700,518

 

(1)   Includes financial leasing of data processing systems.

 

 

           F -114     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

Goodwill

Intangible assets

Acquisition of banking rights (1)

Software

(1)

Customer portfolio

(1)

Others

(1) (2)

Total

Balance on December 31, 2012

723,526

2,586,519

2,913,210

836,841

557,777

7,617,873

Additions

-

943,661

1,354,507

-

75,997

2,374,165

Impairment (3)

-

(18,721)

(29,987)

-

-

(48,708)

Amortization

-

(922,438)

(659,875)

(42,458)

(97,820)

(1,722,591)

Balance on December 31, 2013

723,526

2,589,021

3,577,855

794,383

535,954

8,220,739

Additions

-

285,325

911,566

-

73,389

1,270,280

Impairment (3)

-

(244)

(84,562)

-

-

(84,806)

Amortization

-

(848,162)

(801,061)

(42,460)

(184,615)

(1,876,298)

Balance on December 31, 2014

723,526

2,025,940

3,603,798

751,923

424,728

7,529,915

 

(1)      Rate of amortization: acquisition of banking rights - in accordance with contract agreement; software – 20% to 50%; Customer portfolio – up to 20%; and others – 20%;

(2)      “Others” mainly refers to rights related to the 2016 Olympic Games sponsorship program; and

(3)      Impairment losses were recognized because the recoverable amount of "acquisition of banking rights" and "software" is less than their carrying amount. Impairment losses were recognized in the consolidated statement of income, within “Other operating income/(expenses)”.

 

 

 

Bradesco F - 115                


 
 

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$ thousand

December 31

2014

2013

Banking

429,560

429,560

Insurance, pension and capitalization bonds

293,966

293,966

Total

723,526

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 2014 nor in 2013.

 

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 8.0% p.a. The forecast cash flows have been discounted at a rate of 12.6% p.a.

 

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$ thousand

December 31

2014

2013

Foreign exchange transactions (1)

11,709,418

13,639,589

Debtors for guarantee deposits (2)

11,300,204

10,309,378

Sundry borrowers

2,960,115

2,402,859

Trade and credit receivables

2,042,977

2,123,553

Deferred selling expenses (insurance) – Note 35f

1,839,353

1,537,145

Negotiation and intermediation of securities

1,687,955

1,325,122

Interbank and interbranch receivables

1,010,056

1,468,385

Income receivable

1,005,321

1,020,782

Prepaid expenses

507,457

526,184

Others (3)

1,036,424

1,014,718

Total

35,099,280

35,367,715

 

(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; and

(3)   Includes basically trade and credit receivables, material supplies, other advances and payments to be reimbursed.

 

 

 

           F -116     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

December 31

2014

2013

Demand deposits

940,997

986,310

Interbank deposits

641,205

963,855

Funding in the open market

219,359,890

185,055,358

Borrowings

15,218,591

15,230,854

Onlending

43,779,544

40,863,996

Total

279,940,227

243,100,373

 

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$ thousand

December 31

2014

2013

Demand deposits

32,086,299

39,633,427

Savings deposits

92,154,815

80,717,805

Time deposits

85,790,391

95,866,825

Total

210,031,505

216,218,057

 

33)  Funds from securities issued

 

a)   Composition by type of security issued and location

 

 

R$ thousand

December 31

2014

2013

Instruments Issued – Brazil:

 

 

Mortgage notes

404,915

604,105

Real estate credit notes

11,862,705

5,995,699

Agribusiness notes

8,570,579

4,371,017

Financial notes

54,961,063

35,208,325

Subtotal

75,799,262

46,179,146

Securities and bonds – Abroad:

 

 

Euronotes (1)

6,276,614

8,412,859

Securities issued through securitization – (item (b))

2,694,477

3,291,063

Subtotal

8,971,091

11,703,922

Structured operations certificates

260,046

-

Grand Total

85,030,399

57,883,068

 

 (1)   Issuance of securities in the foreign market for customers’ foreign exchange operations, export pre-financing, import financing and working capital financing, substantially in the medium and long terms.

 

 

 

Bradesco F - 117                


 
 

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$ thousand

 

Date of Issue

Amount of the transaction

Maturity

December 31

2014

2013

Securitization of the future flow of payment orders received from abroad

6.11.2007

481,550

5.20.2014

-

38,861

6.11.2007

481,550

5.20.2014

-

38,832

12.20.2007

354,260

11.20.2014

-

75,287

12.17.2009

133,673

11.20.2014

-

47,027

3.06.2008

836,000

5.22.2017

646,002

818,320

12.19.2008

1,168,500

2.20.2019

1,148,173

1,257,040

12.17.2009

133,673

2.20.2017

90,137

118,406

12.17.2009

89,115

2.20.2020

101,960

107,129

 

8.20.2010

307,948

8.21.2017

250,772

307,512

 

9.29.2010

170,530

8.21.2017

143,325

175,753

 

11.16.2011

88,860

11.20.2018

107,432

124,119

 

11.16.2011

133,290

11.22.2021

206,676

182,777

Total

 

4,378,949

 

2,694,477

3,291,063

 

 

 

 

           F -118     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

34)  Subordinated debt

 

 

R$ thousand

Maturity

Original term in years

Amount of the operation

Currency

Remuneration

December 31

2014

2013

In Brazil:

     

 

   

Subordinated CDB:

     

 

   

 

 

 

 

 

 

 

 2014 (1)

6

-

R$

112.0% of CDI rate

-

1,695,101

 

 

 

 

IPCA + (6.92% p.a.- 8.55% p.a.)

 

 

2015

6

1,274,696

R$

108.0% to 112.0% of CDI rate

2,677,464

2,321,721

2016

6

500

R$

IPCA + 7.1292% p.a.

952

833

2019

10

20,000

R$

IPCA + 7.76% p.a.

40,986

35,665

Financial notes:

       

 

 
       

IGP-M rate + 6.3874% p.a.

 

 
       

IPCA + (6.7017% p.a.- 6.8784% p.a.)

 

 
       

Fixed rate of 13.0949% p.a.

 

 

 2016

6

102,018

R$

108.0% to 110.0% of CDI rate

166,069

146,686

       

100% of CDI rate + (1.2685%p.a.- 1.3656% p.a.)

 

 

 

 

 

 

IGP-M rate + (5.7745% p.a.- 6.9588% p.a.)

 

 

 

 

 

 

IPCA + (5.6030% p.a.- 7.5482% p.a.)

 

 

 

 

 

 

Fixed rate of (11.7493% p.a.- 13.8609% p.a.)

 

 

 2017

6

8,630,999

R$

104.0% to 112.5% of CDI rate

9,904,746

9,494,902

 

 

 

 

100% of CDI rate + (0.7855%p.a.- 1.3061% p.a.)

 

 

 

 

 

 

IGP-M rate + (4.0147% p.a.- 6.2626% p.a.)

 

 

 

 

 

 

IPCA + (3.6712% p.a.- 6.2822% p.a.)

 

 

 

 

 

 

Fixed rate of (9.3991% p.a.- 12.1754% p.a.)

 

 

 2018

6

8,262,799

R$

105.0% to 112.0% of CDI rate

9,036,475

8,741,001

 

 

 

 

IGP-M rate + (3.6320% p.a.- 4.0735% p.a.)

 

 

 

 

 

 

IPCA + (3.2983% p.a.- 4.4268% p.a.)

 

 

 

 

 

 

Fixed rate of (9.3207% p.a.- 10.3107% p.a.)

 

 

2019

6

21.858

R$

109.3% to 109.5% of CDI rate

26,148

23,599

 

 

 

 

IPCA + 7.4163% p.a.

 

 

 2017

7

40,100

R$

Fixed rate + 13.1763% p.a.

72,358

63,491

 

 

 

 

Bradesco F - 119                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

 

R$ thousand

Maturity

Original term in years

Amount of the operation

Currency

Remuneration

December 31

2014

2013

 

 

 

 

IGP-M rate + 6.6945% p.a.

 

 

2018

7

141,050

R$

IPCA + (5.9081% p.a.- 7.3743% p.a.)

216,409

192,648

 

 

 

 

100% of CDI rate + (1.0079%p.a.- 1.0412% p.a.)

 

 

 

 

 

 

IGP-M rate + 4.17468% p.a.

 

 

 

 

 

 

IPCA + (4.0262% p.a.- 6.1757% p.a.)

 

 

 

 

 

 

Fixed rate of (10.1304% p.a.- 11.7550% p.a.)

 

 

2019

7

3,172,835

R$

110.5% to 112.2% of CDI rate

3,294,514

3,248,804

2020

7

1,700

R$

IPCA + 4.2620% p.a

2,036

1,831

2018

8

50,000

R$

IGP-M rate + 7.0670% p.a

82,323

74,087

 

 

 

 

IGP-M rate + 5.8351% p.a.

 

 

 

 

 

 

IPCA + (5.8950% p.a.- 6.3643% p.a.)

 

 

2019

8

12,735

R$

Fixed rate of 13.3381% p.a.

19,329

17,061

 

 

 

 

IGP-M rate + 5.5341% p.a.

 

 

 

 

 

 

IPCA + (3.9941% p.a.- 6.1386% p.a.)

 

 

 

 

 

 

Fixed rate of (11.1291% p.a.- 11.8661% p.a.)

 

 

2020

8

28,556

R$

110.0% to 110.7% of CDI rate

37,726

33,616

2021

8

1,236

R$

IPCA + (3.7004% p.a.- 4.3419% p.a.)

1,486

1,341

2021

9

7,000

R$

111.0% of CDI rate

8,898

7,940

 

 

 

 

IGP-M rate + (6.0358% p.a.- 6.6244% p.a.)

 

 

 

 

 

 

IPCA + (5.8789% p.a.- 7.1246% p.a.)

 

 

 

 

 

 

Fixed rate of 12.7513% p.a.

 

 

2021

10

19,200

R$

109.0% of CDI rate

27,976

24,836

 

 

 

 

IGP-M rate + (3.9270% p.a.- 4.2994% p.a.)

 

 

 

 

 

 

IPCA + (4.1920% p.a.- 6.0358% p.a.)

 

 

 

 

 

 

Fixed rate of (10.3489% p.a.- 12.4377% p.a.)

 

 

2022

10

54,143

R$

110.0% to 111.3% of CDI rate

70,401

62,974

 

 

 

 

IGP-M rate + (3.5855% p.a.- 3.9984% p.a.)

 

 

 

 

 

 

IPCA + (3.9292% p.a.- 4.962% p.a.)

 

 

2023

10

688,064

R$

Fixed rate of (10.6804% p.a.- 10.8971% p.a.)

810,721

740,605

CDB pegged to loans:

 

 

 

 

 

 

2015 to 2016

1 to 2

2,772

R$

100% of CDI rate

3,073

4,623

Subtotal in Brazil

 

 

 

 

26,500,090

26,933,365

 

 

 

           F -120     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

Abroad:

 

 

 

 

 

 

 

 

 

 

 

 

 

2014 (2)

10

-

Euro

Rate of 8.00% p.a.

-

735,167

2019

10

1,333,575

US$

Rate of 6.75% p.a.

2,021,595

1,780,224

2021

11

2,766,650

US$

Rate of 5.90% p.a.

4,339,415

3,826,416

2022

11

1,886,720

US$

Rate of 5.75% p.a.

2,960,566

2,609,831

Subtotal abroad

 

 

 

 

9,321,576

8,951,638

 

 

 

 

 

 

 

Overall total

 

 

 

 

35,821,666

35,885,003

 

(1)  Subordinated debt transactions that matured in November 2014; and

(2)  Subordinated debt transactions that matured in April 2014.

 

 

Legend:

 

CDB – Bank Deposit Certificate

CDI – Interbank Deposit Certificate

IPCA – Broad Consumer Price Index

DI-CETIP – Interbank rate published by the Centre for Securities Custody and Settlement

IGPM – General Market Price Index

 

 

 

Bradesco F - 121                


 
 

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$ thousand

Insurance (1)

Life and Pension (2)(3)

Total

December 31

December 31

December 31

2014

2013

2014

2013

2014

2013

Current and long-term liabilities

 

 

 

 

 

 

Mathematical provision for benefits to be granted

798,859

756,961

120,906,070

104,970,618

121,704,929

105,727,579

Mathematical provision for benefits granted

171,416

166,736

6,985,943

6,447,717

7,157,359

6,614,453

IBNR (Incurred But Not Reported) provision

1,606,139

1,480,775

1,056,832

1,185,020

2,662,971

2,665,795

Provision for unearned premiums

4,066,841

3,213,683

277,958

263,076

4,344,799

3,476,759

Provision for insurance claims to be settled

4,161,996

3,606,831

1,097,502

1,263,807

5,259,498

4,870,638

Provision for financial surplus

-

-

426,239

395,227

426,239

395,227

Other technical provisions

1,882,315

1,860,919

3,121,110

4,717,653

5,003,425

6,578,572

Total provisions

12,687,566

11,085,905

133,871,654

119,243,118

146,559,220

130,329,023

 

1.    “Other reserves” - Insurance basically refers to the technical reserves of the “personal health” portfolio;

2.    Includes personal insurance and pension plans; and

3.    “Other Technical Provisions” – the balance in Life and Pension Plans in 2013 primarily consisted of the following technical provisions: “Reserve for redemption and other amounts to be settled” (PVR); “Reserve for related expenses” (PDR); “complementary reserve for coverage” (PCC) and “other technical provision” (OPT). As described in note 2(n)(v) in compliance with SUSEP Circular Letter nº 462/13, the “Other Technical Reserves” balance was reversed in 2014, however, the principal cause of the change in value of this provision was the increase in the interest rate curve which reduced the value of the future obligations.

 

 

 

           F -122     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

b)   Technical provisions by product

 

 

R$ thousand

Insurance

Life and Pension

Total

December 31

December 31

December 31

2014

2013

2014

2013

2014

2013

Health

6,622,586

5,877,724

-

-

6,622,586

5,877,724

Auto / Liability Insurance

3,195,673

2,721,222

-

-

3,195,673

2,721,222

DPVAT (Personal Injury Caused by Automotive Vehicles) (1)

242,282

210,426

3,955

554,609

246,237

765,035

Life

-

-

6,258,042

5,089,719

6,258,042

5,089,719

Elementary lines (property/casualty)

2,627,025

2,276,533

-

-

2,627,025

2,276,533

Free Benefits Generating Plan - PGBL

-

-

22,907,179

21,453,632

22,907,179

21,453,632

Free Benefits Generating Life - VGBL

-

-

87,144,950

74,522,213

87,144,950

74,522,213

Traditional plans

-

-

17,557,528

17,622,945

17,557,528

17,622,945

Total technical provisions

12,687,566

11,085,905

133,871,654

119,243,118

146,559,220

130,329,023

 

(1)  In 2014, the management withdrew Bradesco Vida e Previdência S.A. from the DPVAT insurance consortiums.

 

c)   Technical provisions by aggregated products

 

 

R$ thousand

December 31

2014

2013

Insurance – Vehicle, Elementary Lines, Life and Health

18,949,563

16,730,244

Insurance – Life with Survival Coverage (VGBL)

87,144,950

74,522,213

Pensions – PGBL and Traditional Plans

34,393,291

33,770,112

Pensions – Risk Traditional Plans

6,071,416

5,306,454

Total

146,559,220

130,329,023

 

 

 

 

Bradesco F - 123                


 
 

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$ thousand

 

Years ended December 31

 

2014

2013

At the beginning of the year

22,036,698

20,473,609

(-) DPVAT insurance

(695,437)

(487,409)

Subtotal at beginning of the year

21,341,261

19,986,200

Additions, net of reversals

20,723,576

16,368,879

Payment of claims, benefits and redemptions

(17,973,611)

(15,666,853)

Additions on legal provision

(60,647)

(53,304)

Adjustment for inflation and interest

744,989

706,339

Subtotal at end of the year

24,775,568

21,341,261

(+) DPVAT insurance

245,411

695,437

Total at the Year-End

25,020,979

22,036,698

 

(ii)           Insurance – Life with Survival Coverage (VGBL)

 

 

R$ thousand

 

Years ended December 31

 

2014

2013

At the beginning of the year

74,522,213

65,486,891

Receipt of premiums net of fees

19,951,708

18,616,864

Payment of benefits

(15,824)

(13,037)

Payment of redemptions

(12,682,365)

(12,201,838)

Adjustment for inflation and interest

6,607,823

3,026,956

Others

(1,238,605)

(393,623)

Total at the Year-End

87,144,950

74,522,213

 

(iii)       Pensions – PGBL and Traditional Plans

 

 

R$ thousand

 

Years ended December 31

 

2014

2013

At the beginning of the year

33,770,112

32,808,220

Receipt of contributions net of fees

2,136,712

2,100,389

Payment of benefits

(532,903)

(473,760)

Payment of redemptions

(2,142,511)

(1,541,817)

Adjustment for inflation and interest

2,615,983

1,847,372

Others

(1,454,102)

(970,292)

Total at the Year-End

34,393,291

33,770,112

 

 

           F -124     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

Insurance

Life and Pension

Total

December 31

December 31

December 31

2014

2013

2014

2013

2014

2013

Total technical reserves

12,687,566

11,085,905

133,871,654

119,243,118

146,559,220

130,329,023

(-) Loading on insurance sales – guarantee extension

(270,631)

(213,353)

-

-

(270,631)

(213,353)

(-) Portion corresponding to contracted reinsurance

(871,011)

(841,829)

(12,612)

(6,048)

(883,623)

(847,877)

(-) Deposits retained at IRB and court deposits

(2,318)

(2,330)

-

(54,704)

(2,318)

(57,034)

(-) Receivables

(891,065)

(775,873)

-

-

(891,065)

(775,873)

(-) Unearned premium reserve - Health insurance (1)

(949,029)

(774,247)

-

-

(949,029)

(774,247)

(-) Reserves from DPVAT agréments (2)

(236,239)

(203,994)

-

(550,668)

(236,239)

(754,662)

To be insured

9,467,273

8,274,279

133,859,042

118,631,698

143,326,315

126,905,977

 

 

 

 

 

 

 

Investment fund quotas (VGBL and PGBL) (3)

-

-

107,894,380

93,443,359

107,894,380

93,443,359

Investment fund quotas (excluding VGBL and PGBL)

7,980,702

6,155,469

20,080,415

20,251,406

28,061,117

26,406,875

Government securities

5,046,582

3,486,879

10,228,007

5,281,167

15,274,589

8,768,046

Private securities

105,943

101,109

173,684

194,651

279,627

295,760

Equities

2,956

5,029

1,296,157

1,048,629

1,299,113

1,053,658

Total guarantees of technical reserves

13,136,183

9,748,486

139,672,643

120,219,212

152,808,826

129,967,698

 

(1) In accordance with Article 4 of ANS Resolution n° 314/12, the insurance entity is not required to hold assets to guarantee this Unearned Premium Reserve relating to the health insurance business;

(2) In 2014, the management withdrew Bradesco Vida e Previdência S.A. from the DPVAT insurance consortiums; and

(3) The “VGBL” and “PGBL” mutual funds were consolidated in the consolidated financial statements.

 

 

 

Bradesco F - 125                


 
 

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

 

Notes to the Consolidated Financial Statements

 

f)    Changes in deferred selling expenses (insurance assets)

 

 

R$ thousand

 

Years ended December 31

 

2014

2013

At the beginning of the year

1,537,145

1,205,089

Additions

1,853,617

1,592,919

Reversals

(1,551,409)

(1,260,863)

Total at the Year-End

1,839,353

1,537,145

 

g)   Changes in reinsurance assets

 

 

R$ thousand

 

Years ended December 31

 

2014

2013

At the beginning of the year

945,728

888,541

Additions

487,448

372,423

Reversals

(258,586)

(237,010)

Recovered insurance losses

(135,708)

(106,580)

Adjustment of inflation and interest

17,537

22,578

Others

(18,765)

5,776

Total at the Year-End

1,037,654

945,728

 

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.

 

 

           F -126     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

 

Year claims were notified

up to 2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

Total

Amount estimated for the claims

 

 

 

 

 

 

 

 

 

 

 

·  In the year of notification

2,023,548

1,697,160

1,701,439

1,152,371

2,058,559

2,414,674

2,647,298

3,134,409

3,020,829

3,708,479

-

·  One year after notification

1,955,138

1,626,143

1,638,346

1,108,270

2,037,365

2,394,609

2,626,356

3,035,716

2,848,361

-

-

·  Two years after notification

1,921,320

1,600,359

1,596,899

1,088,069

2,018,329

2,387,075

2,604,738

3,021,698

-

-

-

·  Three years after notification

1,912,062

1,603,521

1,593,526

1,094,795

2,015,921

2,403,020

2,604,061

-

-

-

-

·  Four years after notification

1,918,314

1,597,707

1,598,083

1,102,364

2,046,000

2,418,649

-

-

-

-

-

·  Five years after notification

1,925,223

1,605,888

1,600,766

1,102,595

2,044,644

-

-

-

-

-

-

·  Six years after notification

1,926,098

1,612,902

1,608,667

1,127,609

-

-

-

-

-

-

-

·  Seven years after notification

1,931,580

1,623,910

1,601,931

-

-

-

-

-

-

-

-

·  Eight years after notification

1,945,495

1,626,669

-

-

-

-

-

-

-

-

-

·  Nine years after notification

1,966,368

-

-

-

-

-

-

-

-

-

-

Estimate of claims on the reporting date (2014)

1,966,368

1,626,669

1,601,931

1,127,609

2,044,644

2,418,649

2,604,061

3,021,698

2,848,361

3,708,479

22,968,469

Payments of claims

(1,897,949)

(1,597,870)

(1,579,596)

(983,068)

(1,986,664)

(2,324,678)

(2,502,431)

(2,725,860)

(2,575,514)

(2,625,649)

(20,799,279)

Outstanding Claims

68,419

28,799

22,335

144,541

57,980

93,971

101,630

295,838

272,847

1,082,830

2,169,190

 

 

 

 

Bradesco F - 127                


 
 

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$ thousand

Year claims were notified

up to 2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

Total

Amount estimated for the claims

 

 

 

 

 

 

 

 

 

 

 

·  In the year of notification

1,725,277

1,464,086

1,421,768

859,651

1,791,249

2,260,194

2,440,426

2,804,706

2,815,311

3,523,133

-

·  One year after notification

1,675,830

1,415,281

1,385,711

846,124

1,773,092

2,235,404

2,417,095

2,695,513

2,648,135

-

-

·  Two years after notification

1,635,350

1,413,371

1,381,949

835,214

1,766,152

2,232,926

2,401,407

2,696,091

-

-

-

·  Three years after notification

1,639,187

1,417,612

1,379,442

844,636

1,769,942

2,251,003

2,418,057

-

-

-

-

·  Four years after notification

1,653,212

1,417,980

1,386,605

850,115

1,791,739

2,268,293

-

-

-

-

-

·  Five years after notification

1,670,356

1,429,154

1,392,108

857,121

1,797,090

-

-

-

-

-

-

·  Six years after notification

1,686,295

1,437,203

1,401,024

868,958

-

-

-

-

-

-

-

·  Seven years after notification

1,693,861

1,448,422

1,404,940

-

-

-

-

-

-

-

-

·  Eight years after notification

1,707,860

1,453,221

-

-

-

-

-

-

-

-

-

·  Nine years after notification

1,728,217

-

-

-

-

-

-

-

-

-

-

Estimate of claims on the reporting date (2014)

1,728,217

1,453,221

1,404,940

868,958

1,797,090

2,268,293

2,418,057

2,696,091

2,648,135

3,523,133

20,806,135

Payments of claims

(1,694,789)

(1,431,528)

(1,389,031)

(842,352)

(1,757,979)

(2,208,905)

(2,341,459)

(2,595,382)

(2,475,316)

(2,572,626)

(19,309,367)

Outstanding Claims

33,428

21,693

15,909

26,606

39,111

59,388

76,598

100,709

172,819

950,507

1,496,768

 

 

 

           F -128     IFRS – International Financial Reporting Standards – 2014


 
 

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$ thousand

Year claims were notified

up to 2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

Total

Amount estimated for the claims

 

 

 

 

 

 

 

 

 

 

 

·  In the year of notification

816,255

624,866

778,085

819,262

885,177

997,287

1,183,335

1,228,706

1,303,216

1,326,708

-

·  One year after notification

778,352

608,403

766,642

829,831

909,937

1,006,142

1,180,974

1,219,349

1,295,013

-

-

·  Two years after notification

755,274

590,246

772,788

845,582

926,808

1,012,326

1,181,021

1,229,698

-

-

-

·  Three years after notification

747,555

586,480

776,168

841,047

920,827

1,002,115

1,189,829

-

-

-

-

·  Four years after notification

738,165

590,823

779,660

838,726

927,503

1,013,162

-

-

-

-

-

·  Five years after notification

738,659

583,930

773,646

836,488

937,744

-

-

-

-

-

-

·  Six years after notification

734,144

580,137

778,029

837,591

-

-

-

-

-

-

-

·  Seven years after notification

725,395

581,401

753,092

-

-

-

-

-

-

-

-

·  Eight years after notification

720,079

580,600

-

-

-

-

-

-

-

-

-

·  Nine years after notification

722,823

-

-

-

-

-

-

-

-

-

-

Estimate of claims on the reporting date (2014)

722,823

580,600

753,092

837,591

937,744

1,013,162

1,189,829

1,229,698

1,295,013

1,326,708

9,886,260

Payments of claims

(703,607)

(557,652)

(711,388)

(803,171)

(876,792)

(935,684)

(1,097,714)

(1,118,100)

(1,132,908)

(855,658)

(8,792,674)

Outstanding Claims

19,216

22,948

41,704

34,420

60,952

77,478

92,115

111,598

162,105

471,050

1,093,586

 

 

 

 

Bradesco F - 129                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

Life – Insurance claims, net reinsurance(1)

 

R$ thousand

Year claims were notified

up to 2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

Total

Amount estimated for the claims

 

 

 

 

 

 

 

 

 

 

 

·  In the year of notification

816,255

624,866

778,085

819,262

885,177

997,287

1,183,335

1,228,706

1,303,216

1,326,708

-

·  One year after notification

778,352

608,403

766,642

829,831

909,937

1,006,142

1,180,974

1,219,349

1,295,013

-

-

·  Two years after notification

755,274

590,246

772,788

845,582

926,808

1,012,326

1,181,021

1,229,698

-

-

-

·  Three years after notification

747,555

586,480

776,168

841,047

920,827

1,002,115

1,189,829

-

-

-

-

·  Four years after notification

738,165

590,823

779,660

838,726

927,503

1,013,162

-

-

-

-

-

·  Five years after notification

738,659

583,930

773,646

836,488

937,744

-

-

-

-

-

-

·  Six years after notification

734,144

580,137

778,029

837,591

-

-

-

-

-

-

-

·  Seven years after notification

725,395

581,401

753,092

-

-

-

-

-

-

-

-

·  Eight years after notification

720,079

580,600

-

-

-

-

-

-

-

-

-

·  Nine years after notification

722,823

-

-

-

-

-

-

-

-

-

-

Estimate of claims on the reporting date (2014)

722,823

580,600

753,092

837,591

937,744

1,013,162

1,189,829

1,229,698

1,295,013

1,326,708

9,886,260

Payments of claims

(703,607)

(557,652)

(711,388)

(803,171)

(876,792)

(935,684)

(1,097,714)

(1,118,100)

(1,132,908)

(855,658)

(8,792,674)

Outstanding Claims

19,216

22,948

41,704

34,420

60,952

77,478

92,115

111,598

162,105

471,050

1,093,586

(1)    The claims table does not include the products Health and Dental insurance – R$ 1,958,593 thousand, DPVAT insurance – R$ 72,397 thousand, Retrocession – R$ 81,830 thousand and salvage and reimbursement estimates - R$ (116,099) thousand.

 

 

Bradesco 131         

 

           F -130     IFRS – International Financial Reporting Standards – 2014


 
 

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 an unrestricted benefit pension plan (PGBL) for employees and directors which is a private defined contribution pension plan that allows financial resources to be accumulated by participants throughout their careers by means of employee and employer contributions to be invested in an Exclusive Investment Fund (FIE).

 

The PGBL is managed by Bradesco Vida e Previdência S.A. and BRAM - Bradesco Asset Management S.A. The Securities Dealer Company (DTVM) is responsible for the financial management of FIE.

 

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.

 

Actuarial obligations of the defined contribution plan (PGBL) are fully covered by the plan assets of the corresponding FIE.

 

Contributions to the PGBL plan in 2014 totaled R$ 622,807 thousand (2013 - R$ 622,160 thousand).

 

In addition to the aforementioned plan (PGBL), participants who chose to migrate from the defined benefit plan are guaranteed a proportional deferred benefit, corresponding to their accumulated rights in the plan. For participants of the defined benefit plan, whether they migrated to the PGBL plan or not, for retirees and pensioners, the present value of the actuarial plan obligation is fully covered by the plan assets.

 

Banco Alvorada S.A. (successor from the 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).

 

Banco Bradesco BBI S.A. (formally Banco BEM S.A.) sponsors both defined benefit and defined contribution retirement plans, through Caixa de Assistência e Aposentadoria dos Funcionários do Banco do Estado do Maranhão (Capof).

 

Bradesco sponsors a defined benefit plan through Caixa de Previdência Privada do Banco do Estado do Ceará (Cabec), exclusively to former employees of Banco BEC S.A.

 

On December 31 of each year we conduct an assessment of the plans of our subsidiaries Alvorada, BBI and Bradesco. 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.

 

In 2012, 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.

 

 

 

Bradesco F - 131                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

 

R$ thousand

Alvorada, BBI and Bradesco Plans

 

Years ended December 31

2014

2013

(i)     Projected benefit obligations:

 

 

At the beginning of the year

1,082,613

1,389,605

Cost of current service

641

1,649

Interest cost

127,082

117,071

Participant’s contribution

2,162

1,493

Actuarial gains/(losses)

60,621

(330,686)

Benefit paid

(90,358)

(96,519)

At the end of the year

1,182,761

1,082,613

 

 

 

(ii)    Plan assets comprise:

 

 

At the beginning of the year

995,591

1,137,588

Expected returns

154,209

(54,668)

Contributions received:

 

 

Employer

9,032

7,697

Employees

2,162

1,493

Benefits paid

(90,358)

(96,519)

At the end of the year

1,070,636

995,591

 

 

 

(iii)   Financial position:

 

 

Plans in deficit

(112,125)

(108,819)

Plans in surplus

-

21,797

Net balance

(112,125)

(87,022)

 

The net cost/(benefit) of the pension plans recognized in the consolidated statement of income includes the following components:

 

 

R$ thousand

Alvorada, BBI and Bradesco Plans

 

Years ended December 31

2014

2013

2012

Projected benefit obligations:

 

 

 

Cost of service

641

1,649

(370)

Cost of interest on actuarial obligations

127,082

117,071

102,939

Expected returns from the assets of the plan

(116,965)

(95,573)

(106,983)

Net periodic cost/ (benefit)

10,758

23,147

(4,414)

 

The accumulated obligations of the pension plans are included in “Other Liabilities”, in our consolidated statement of financial position.

 

 

 

 

           F -132     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

Benefit obligations and net periodic benefit cost for the years 2014 and 2013 for our subsidiaries, were determined using the following assumptions:

 

 

December 31

 

2014

2013

Discount rate (1)

11.7%

12.2%

Expected long-term rate of return on the assets

11.7%

12.2%

Increase in salary levels

5.2%

5.4%

 

(1)    In 2014, considering an inflation rate of 5.2% p.a. and a real discount rate of 6.2% p.a. (2013 – 5.4% and 6.5% 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 BBI Plan

Assets of the Bradesco Plan

 

December 31

December 31

December 31

 

2014

2013

2014

2013

2014

2013

Asset categories

 

 

 

 

 

 

Marketable equity securities

-

-

12.6%

12.8%

-

-

Public and private securities

85.9%

89.4%

83.0%

82.4%

0.2%

-

Mutual funds

4.3%

3.7%

0.8%

0.7%

94.5%

93.9%

Properties

8.3%

5.0%

-

-

3.6%

3.4%

Other

1.5%

1.9%

3.6%

4.1%

1.7%

2.7%

Total

100.00%

100.0%

100.0%

100.0%

100.0%

100.0%

 

 

 

 

Bradesco F - 133                


 
 

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

 

Notes to the Consolidated Financial Statements

 

Below is the sensitivity analysis of the benefit plan obligations, showing the impact on the actuarial exposure (11.7% 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 obligations

12.7%

Increase of 1 b.p.

decrease

(111,950)

10.7%

Decrease of 1 b.p.

increase

132,811

 

37)  Other provisions

 

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 Program (PIS), claiming to offset PIS against Gross Operating Income, paid under Decree-Laws nº 2445/88 and nº 2449/88, regarding the payment that exceeded the amount due under Supplementary Law nº 07/70 (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, 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, and similarity with previous lawsuits, complexity and positioning of the courts.

 

 

           F -134     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

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 cause significant impact on Bradesco Organization’s financial position.

It is worth mentioning the significant number of legal claims pleading alleged differences in adjustment for inflation on savings account balances is 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.

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$ 1,818,412 thousand (2013 - R$ 2,474,009 thousand): a request for authorization to calculate and pay PIS and COFINS based on effective billing, as set forth in Article 2 of Supplementary Law nº 70/91, removing from the calculation base the unconstitutional inclusion of other revenues other than those billed;

 

- INSS Autonomous Brokers – R$ 1,531,540 thousand (2013 - R$ 1,313,647): discussing 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 nº 8212/91, as new wording in Law nº 9876/99;

 

- IRPJ/Credit Losses - R$ 2,059,542 thousand (2013 - R$ 1,756,396 thousand): 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 if they comply with the terms and conditions provided for in Articles 9 to 14 of Law nº 9430/96 that only apply to temporary losses;

 

-PIS – EC 17/97 - R$ 321,748 thousand: for the period from July 1997 to February 1998, request to calculate and pay PIS contributions as established by LC 07/70 (PIS Repique) and not as established by EC 17/97 (PIS on Gross Operating Income); and

 

- PIS - R$ 320,067 thousand (2013 - R$ 310,127 thousand): we are requesting the authorization to offset overpaid amounts in 1994 and 1995 as PIS contribution, 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 nº 4506/64), which excludes interest income.

 

 

 

Bradesco F - 135                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

d)      Changes in other provision

 

 

R$ thousand

Labor

Civil

Tax and Social Security

Balance on December 31, 2012

2,480,937

3,712,976

14,827,196

Indexation charges

300,180

338,571

853,502

Additions, net of reversals

633,802

768,702

(1,762,161)

Payments (1)

(905,596)

(1,006,678)

(6,488,854)

Balance on December 31, 2013

2,509,323

3,813,571

7,429,683

Indexation charges

310,580

363,847

475,589

Additions, net of reversals

1,169,873

577,237

(572,621)

Payments

(1,284,413)

(817,064)

(111,204)

Balance on December 31, 2014

2,705,363

3,937,591

7,221,447

 

(1)         The write-offs of claims due to the adhesion to the tax liability installment and cash payment program are included in "Other liabilities - tax and social security” (Law 12,865/13).

 

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) leasing companies’ Tax on Services of any Nature (ISSQN), total lawsuits correspond to R$ 1,840,272 thousand (2013 - R$ 1,434,155 thousand) 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; b) 2006-2010 income tax and social contribution, relating to goodwill amortization being disallowed on the acquisition of investments, for the amount of R$ 4,264,479 thousand (2013 - R$ 1,567,042 thousand); c) IRPJ and CSLL deficiency notice relating to the disallowance of loan loss deductions, for the amount of R$ 1,034,018 thousand (2013 - R$ 526,261 thousand); d) IRPJ and CSLL deficiency note relating to disallowance of exclusions of revenues from the mark-to-market of securities from 2007 to 2010, and differences in depreciation and operating expenses and income, amounting to R$ 1,226,665 thousand (2013 - R$ 460,380 thousand); and e) IRPJ, CSLL, PIS and COFINS deficiency note, amounting to R$ 348,129 thousand (2013 - R$ 323,697 thousand), on alleged tax-exempt gain, when BOVESPA shares were merged into Nova Bolsa (BM&FBOVESPA), in 2008; f) IRPJ and CSSL, amounting to R$ 378,664 thousand relating to profit of subsidiaries based overseas, for the calendar years of 2008 and 2009.

 

 

 

           F -136     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

38)  Other liabilities

 

 

R$ thousand

December 31

2014

2013

Financial liabilities

 

 

Credit card transactions (1)

18,094,072

16,781,768

Foreign exchange transactions (2)

11,261,026

13,535,506

Capitalization bonds

6,707,862

5,900,088

Negotiation and intermediation of securities

2,763,658

2,191,193

Liabilities for acquisition of assets – financial leasing (38 a)

898,248

1,115,429

 

 

 

Other liabilities

 

 

Provision for payments

5,656,677

5,011,882

Third party funds in transit (3)

5,888,405

6,717,566

Sundry creditors

3,930,699

1,729,016

Corporate and statutory obligations

3,105,276

2,470,871

Liabilities for acquisition of assets and rights

1,054,651

1,248,129

Other taxes payable

982,897

1,192,966

Others

8,842,238

5,426,991

Total

69,185,709

63,321,405

 

(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; and

(3)      Mainly refers to payment orders issued domestically and the amount of payment orders in foreign currency coming from overseas.

 

a)     Composition by maturity of financial leasing and details of operational leases

 

 

R$ thousand

December 31

2014

2013

Due within one year

497,011

442,368

From 1 to 2 years

316,872

372,729

From 2 to 3 years

84,365

240,012

From 3 to 4 years

-

60,320

Total

898,248

1,115,429

 

Total non-cancellable minimum future payments due on operational lease on December 31, 2014 are R$ 4,372,601 thousand, of which R$ 622,861 thousand is due within 1 year, R$ 2,178,951 thousand between 1-5 years and R$ 1,570,789 thousand with more than 5 years.

 

 

 

 

Bradesco F - 137                


 
 

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 31

2014

2013

Ordinary

2,103,637,129

2,103,637,129

Preferred

2,103,636,910

2,103,636,910

Subtotal

4,207,274,039

4,207,274,039

In treasury (common)

(2,898,610)

(2,898,610)

In treasury (preferred)

(8,984,870)

(7,866,270)

Total outstanding

4,195,390,559

4,196,509,159

 

ii.   Changes in capital stock, in number of shares

 

 

Common

Preferred

Total

Number of shares outstanding on December 31, 2012 (1)

2,100,738,519

2,098,371,540

4,199,110,059

Shares acquired and not cancelled

-

(2,600,900)

(2,600,900)

Number of shares outstanding on December 31, 2013

2,100,738,519

2,095,770,640

4,196,509,159

Shares acquired and not cancelled

-

(1,118,600)

(1,118,600)

Number of shares outstanding on December 31, 2014

2,100,738,519

2,094,652,040

4,195,390,559

(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 11, 2013 in proportion of one new share for every 10 shares held.

 

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.

 

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.

 

 

 

           F -138     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

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 in Reais and 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 2014 the Organization distributed dividends (including interest on equity) of R$ 5,054,580 thousand, being attributed to the shareholders, the amount per share of R$ 1.15 for common shares and R$ 1.26 for preferred shares (2013 - R$ 4,077,908 thousand, R$ 0.93 for ordinary shares and R$ 1.02 for preferred shares).

 

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.

 

 

 

 

Bradesco F - 139                


 
 

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

 

Notes to the Consolidated Financial Statements

 

The main transactions with related parties are presented as follows:

 

 

R$ thousand

December 31

2014

2013

Assets

 

 

Loans and advances to banks

101,025

84,216

Crediare S.A. Crédito Financiamento e Investimento - Joint venture

101,025

84,216

Other assets

6,754

7,739

Cia. Brasileira de Soluções e Serviços – Alelo - Joint venture

3,492

6,387

Crediare S.A. Crédito Financiamento e Investimento - Joint venture

3,262

1,352

Liabilities and Equity

 

 

Deposits from customers

(157,540)

(265,046)

Cidade de Deus Companhia Comercial de Participações - Holding

(59,946)

(61,342)

Key Management Personnel

(92,832)

(98,461)

Fidelity Processadora e Serviços S.A. – Associates

(316)

(92,873)

Others associates

(4,446)

(12,370)

Funds from securities issued

(1,151,105)

(1,543,906)

Cia. Brasileira de Soluções e Serviços - Alelo - Joint venture

-

(110,180)

Brasileira de Meios de Pagamento – (“Cielo”) – Associates

(6,735)

(20,592)

Cidade de Deus Companhia Comercial de Participações - Holding

(290,413)

(657,308)

Key Management Personnel

(711,594)

(718,298)

Fidelity Processadora e Serviços S.A. – Associates

(76,996)

-

Others associates

(65,367)

(37,528)

Subordinated debt

-

(754)

Fundação Bradesco – Holding

-

(754)

Corporate and statutory obligations

(1,019,589)

(724,226)

Cidade de Deus Companhia Comercial de Participações - Holding

(750,925)

(533,391)

Fundação Bradesco - Holding

(268,664)

(190,835)

Other liabilities

(9,534)

(2,213)

Fidelity Processadora e Serviços S.A. – Associates

(9,534)

(2,213)

 

 

R$ thousand

 

Years ended December 31

2014

2013

2012

Revenues and expenses

 

 

 

Net Interest income

(164,134)

(114,707)

(64,015)

Crediare S.A. Crédito Financiamento e Investimento - Joint venture

9,581

7,033

10,023

Cidade de Deus Companhia Comercial de Participações - Holding

(34,997)

(31,128)

(207)

Fundação Bradesco - Holding

(27)

(56)

(1,625)

Key Management Personnel

(81,337)

(59,616)

(63,296)

Others associates

(57,354)

(30,940)

(8,910)

Other revenues

43,663

29,936

39,501

Cia. Brasileira de Meios de Pagamento (“Cielo”) – Associates

34,538

-

-

Cia. Brasileira de Soluções e Serviços - Alelo - Joint venture

9,125

29,936

39,501

Other expenses

(112,029)

(120,623)

(117,222)

Fidelity Processadora e Serviços S.A. – Associates

(109,896)

(118,577)

(115,403)

Others associates

(2,133)

(2,046)

(1,819)

 

 

 

           F -140     IFRS – International Financial Reporting Standards – 2014


 
 

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 2014, the maximum amount of R$ 355,100 thousand (2013 - R$ 337,100 thousand) was set for Management compensation and R$ 354,600 thousand (2013 - R$ 332,100 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 Banco Bradesco S.A., 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 CMN Resolution nº 3921/10, which sets forth a management compensation policy for financial institutions.

 

Short-term benefits for management

 

 

R$ thousand

 

Years ended December 31

2014

2013

2012

Salaries

319,743

326,132

336,912

INSS contributions

71,611

73,123

75,510

Total

391,354

399,255

412,422

 

Post-employment benefits

 

 

R$ thousand

 

Years ended December 31

2014

2013

2012

Defined contribution supplementary pension plans

322,726

322,926

324,132

Total

322,726

322,926

324,132

 

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 the second 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.

 

 

 

 

Bradesco F - 141                


 
 

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, members of the Board of Directors and Board of the Executive Officers had the following shareholding in Bradesco:

 

 

December 31

2014

2013

Ordinary shares

0.7%

0.7%

Preferred shares

1.0%

1.0%

Total shares (1)

0.9%

0.9%

 

(1)  In 2014, direct and indirect shareholding of the members of Board of Directors and Board of Executive Officers totaled 3.0% of ordinary shares, 1.1% of preferred shares and 2.0% of all shares (2013 – 3.1% of ordinary shares, 1.1% of preferred shares and 2.1% of all shares).

 

41)  Off-balance sheet commitments

 

The table below summarizes the total risk represented by off-balance sheet commitments, based on the final maturity:

 

 

R$ thousand

December 31

2014

2013

Commitments to extend credit (1)

182,514,948

157,805,486

Financial guarantees (2)

72,069,547

67,586,244

Letters of credit for imports

304,917

735,505

Total

254,889,412

226,127,235

 

(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.

 

 

 

 

           F -142     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

42)  New standards and amendments and interpretations of existing standards

 

a)   Standards, amendments and interpretations of existing standards

 

·      Amendment to IAS 32 - Financial Instruments: Presentation - This amendment clarifies the concept of offsetting of financial instruments in the consolidated statement of financial position.

 

·      Amendment of IFRS 10, 12 and IAS 27 - Consolidated financial statements, disclosure of interests in other entities and separate Financial Statements - includes new requirements for investment entities that have investments in funds in order to obtain a return of capital appreciation and / or investment income.

 

·      Amendment to IAS 36 - Impairment of Assets - This change includes new disclosure requirements regarding measurements of the recoverable amounts of assets, mainly due to the adoption of IFRS 13 - Fair Value Measurement.

 

b)   Standards, amendments and interpretations of existing standards in future periods

 

·      IFRS 9 Financial Instruments: Recognition and Measurement – The principal changes in IFRS 9 in comparison with IAS 39 are: (i) all of the financial assets are initially measured at fair value ; (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 IFRS 9.

 

·      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 1, 2017. Any possible impacts arising from adopting these changes are being assessed.

 

·      IAS 19 (R1) – Employee Benefits – the entity should take into account the contributions by employees and third parties in the recording of defined benefit plans. It is effective for years beginning after July 1, 2014 and its early adoption is allowed by IASB. No material impacts arising from this change were identified for the consolidated financial statements.

 

c)   Other standards, amendments and interpretations

 

  1. On May, 2014, Law no 12973/14 was published, which converted Provisional Measure no 627/13. This Law amends the Federal Tax Legislation regarding Corporate Income Tax - IRPJ, the Social Contribution on Net Profits - CSLL, the Contribution to PIS/PASEP and the Contribution to the Social Security Financing - COFINS. These are the main issues contemplated by Law no 12973/14:

 

       revocation of the Transition Tax System (RTT), controlling the adjustments arising from new accounting methods and criteria following the alignment of Brazilian accounting rules to the international standards;

 

•     taxation of companies domiciled in Brazil, for increases in the equity of overseas subsidiaries and unconsolidated companies resulting from profit in these entities;

 

•     special installment payment of PIS/PASEP and COFINS Contributions.

 

The aforementioned Law was regulated through Normative Instructions nos 1,515/14 and 1,520/14. Our assessment shows that there will be no significant future impacts on our Consolidated Financial Statements.

 

 

 

 

Bradesco F - 143                


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

  1. On January, 2015, Law no 13097/15 was published, which converted Provisional Measure no 656/14. Among other things, this legislation changes the limits on the deductibility criteria for credit losses on contracts past-due after October 8, 2014 (Article 9 of Law no 9430/96). The limits remain the same for contracts past-due held until October 7, 2014.

 

43)  Other information

The Organization sponsors structured entities through administration of investment funds and portfolio that in December 31, 2014 the net assets totalized R$ 488,730,084 thousands (2013 – R$ 435,363,444 thousands) of which R$ 173,174,851 thousands (2013 - R$ 153,665,675 thousands) were consolidated by the Organization, as it has the control over these funds, as defined by IFRS 10. The total interest received by this management of funds and portfolios, non consolidated, was R$ 1,168,787 thousands mil (2013 – R$ 830,320 thousands and 2012 – R$ 842,767 thousands). 

 

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, 2014. 

 

 

 

 

           F -144     IFRS – International Financial Reporting Standards – 2014


 
 

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

 

Notes to the Consolidated Financial Statements

 

 

For further information, please contact:
 

 

Board of Executive Officers

Luiz Carlos Angelotti

Managing Director and Investor Relations Officer
Phone: (11) 3681-4011

Fax: (11) 3684-4630

4000.diretoria@bradesco.com.br

 

 

Market Relations Department
Carlos Wagner Firetti

Phone: (11) 2178-6201

Fax: (11) 2178-6215


Avenida Paulista, 1.450 – 1º andar

CEP 01310-917 – São Paulo-SP

Brazil

 

www,bradesco.com.br/ir

 

 

 

 

 

 

   

 

 

 

 

Bradesco F - 145