
	PRESENTATION OF FINANCIAL AND OTHER INFORMATION
	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,” “our” 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, 2016, 2015 and 2014 and the corresponding notes, which are included under "Item 18. Financial Statements" of this annual report, were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

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

Some data related to economic sectors presented in this annual report was obtained from the following sources: B3, or (“’B3”, ex-BM&FBOVESPA); Brazilian Association of Credit Card Companies and Services (Associação Brasileira das Empresas de Cartão de Crédito e Serviços), or ("ABECS"); Brazilian Association of Leasing Companies (Associação Brasileira de Empresas de Leasing), or ("ABEL"); Brazilian Association of Financial and Capital Markets Entities (Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais), or ("ANBIMA"); Brazilian Health Insurance Authority (Agência Nacional de Saúde Suplementar), or ("ANS"); Central Bank; Brazilian Bank of Economic and Social Development (Banco Nacional de Desenvolvimento Econômico e Social), or ("BNDES"); National Association of Private Pension Plans and Life (Federação Nacional de Previdência Privada e Vida), or ("FENAPREVI"); Getulio Vargas Foundation (Fundação Getulio Vargas), or ("FGV"); 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 related 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 2016

Table of Contents


	PART I
	Form 20-F

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

3.A. Selected Financial Data

We present below our selected financial data derived from our consolidated financial statements as of and for the years ended December 31, 2016, 2015, 2014, 2013 and 2012, which have been prepared in accordance with International Financial Reporting Standards (IFRS) and audited by KPMG Auditores Independentes, an independent registered public accounting firm. The data as of and for the years ended December 31, 2016, 2015 and 2014, is derived from our consolidated financial statements included in this annual report. The data for the years ended December 31, 2013 and 2012 is derived from our consolidated financial statements, which are not included herein.

The following selected financial data should be read together with the "Presentation of Financial and Other Information" and "Item 5. Operating and Financial Review and Prospects."

Selected Financial Data

Year ended December 31,	US$ in thousands ⁽¹⁾	R$ in thousands
	US$ in thousands ⁽¹⁾	R$ in thousands
	2016	2016	2015	2014	2013	2012
Data from the Consolidated Statement of Income
Interest and similar income	46,616,707	147,700,375	127,048,252	103,893,096	90,682,625	83,031,854
Interest and similar expenses	(28,732,921)	(91,037,386)	(71,412,210)	(53,847,329)	(41,382,142)	(39,646,131)
Net interest income	17,883,786	56,662,989	55,636,042	50,045,767	49,300,483	43,385,723
Fee and commission income	6,419,987	20,341,087	17,856,873	16,759,980	14,535,723	12,757,131
Fee and commission expenses	(11)	(36)	(36,203)	(20,724)	(36,041)	(36,391)
Net fee and commission income	6,419,976	20,341,051	17,820,670	16,739,256	14,499,682	12,720,740
Net gains/(losses) on financial instruments classified as held for trading	5,176,988	16,402,770	(8,252,055)	(1,933,003)	(5,790,089)	2,110,112
Net gains/(losses) on financial assets classified as available for sale	(423,368)	(1,341,400)	(671,810)	(991,894)	(6,100,782)	1,895,974
Net gains/(losses) on foreign currency transactions	47,581	150,757	(3,523,095)	(1,244,680)	(1,093,597)	(1,087,595)
Income from insurance and pension plans	1,311,628	4,155,763	5,497,505	5,411,845	6,933,680	1,413,016
Impairment of loans and advances	(4,844,804)	(15,350,278)	(14,721,152)	(10,291,386)	(9,623,870)	(11,451,383)
Personnel expenses	(5,366,678)	(17,003,783)	(14,058,047)	(13,667,639)	(12,354,418)	(11,559,002)
Other administrative expenses	(5,097,072)	(16,149,563)	(13,721,970)	(12,971,521)	(12,151,537)	(11,803,989)
Depreciation and amortization	(1,154,656)	(3,658,413)	(2,942,003)	(2,932,687)	(2,740,830)	(2,488,182)
Other operating income/(expenses)	(4,419,948)	(14,004,162)	(12,988,553)	(10,223,083)	(7,622,240)	(8,674,178)
Income before income taxes and equity in the earnings of associates	9,533,434	30,205,731	8,075,532	17,940,975	13,256,482	14,461,236
Equity in the earnings of associates and joint ventures	536,462	1,699,725	1,528,051	1,389,816	1,062,687	980,212
Income before income taxes	10,069,895	31,905,456	9,603,583	19,330,791	14,319,169	15,441,448
Income tax and social contribution	(4,391,090)	(13,912,730)	8,634,322	(3,914,313)	(1,833,031)	(4,089,754)
Net income for the year	5,678,805	17,992,726	18,237,905	15,416,478	12,486,138	11,351,694
Attributable to shareholders
Controlling	5,647,724	17,894,249	18,132,906	15,314,943	12,395,920	11,291,570
Non-controlling interest	31,081	98,477	104,999	101,535	90,218	60,124
⁽¹⁾ Amounts stated in U.S. dollars have been translated from Brazilian reais at an exchange rate of R$3.1684 per US$1.00, the Central Bank exchange rate on March 31, 2017. Such translations should not be construed as a representation that the Brazilian real amounts presented were or could be converted into U.S. dollars at that rate.

6 Form 20-F – December 2016

Table of Contents


3.A. Selected Financial Data
Form 20-F

Year ended December 31,	R$, except for number of shares
Year ended December 31,	2016	2015	2014	2013	2012
Data on Earnings and Dividends per Share ⁽¹⁾
Earnings per share ⁽²⁾
Common	3.08	3.12	2.63	2.13	1.94
Preferred	3.39	3.43	2.90	2.34	2.14
Dividends/interest on equity per share ⁽³⁾
Common	1.20	1.04	0.87	0.71	0.66
Preferred	1.32	1.14	0.95	0.77	0.74
Weighted average number of outstanding shares ⁽¹⁾
Common	2,772,719,242	2,772,869,466	2,772,974,845	2,772,974,845	2,773,099,754
Preferred	2,759,659,133	2,761,742,636	2,766,171,153	2,767,521,040	2,769,983,714
⁽¹⁾ Adjusted for corporate events occurred in the periods. For more information about the company events, see "Item 9.A. Offer and Listing Details;"
⁽²⁾ None of our outstanding liabilities are exchangeable for or convertible into equity securities. Therefore, our diluted earnings per share do not differ from our earnings per share. Accordingly, our basic and diluted earnings per share are equal in all periods presented; and
⁽³⁾ Holders of preferred shares are entitled to receive dividends per share in an amount 10.0% greater than the dividends per share paid to common shareholders. For purposes of calculating earnings per share according to IFRS, we used the same criteria adopted for dividends per share. For a description of our two classes of shares. see "Item 10.B. Memorandum and Articles of Association."

Year ended December 31,	In US$
	2016	2015	2014	2013	2012

Dividends/interest on equity per share ⁽¹⁾
Common	0.37	0.27	0.33	0.30	0.32
Preferred	0.41	0.29	0.36	0.33	0.36
⁽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.

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	3.A. Selected Financial Data
	Form 20-F

As of December 31,	US$ in thousands ⁽¹⁾	R$ in thousands
As of December 31,	2016	2016	2015	2014	2013	2012
Data from the Consolidated Statement of Financial Position
Assets
Cash and balances with banks	22,899,461	72,554,651	72,091,764	65,430,300	67,450,363	59,901,564
Financial assets held for trading	67,270,498	213,139,846	159,623,449	78,498,311	96,092,523	111,838,502
Financial assets available for sale	35,702,106	113,118,554	117,695,450	120,961,734	67,838,411	81,522,130
Investments held to maturity	13,572,159	43,002,028	40,003,560	25,071,031	23,069,026	3,715,673
Financial assets pledged as collateral	49,011,039	155,286,577	144,489,921	152,612,689	117,740,225	106,133,299
Loans and advances to banks	29,932,501	94,838,136	35,620,410	72,974,619	78,719,723	92,459,347
Loans and advances to customers, net of impairment	115,926,977	367,303,034	344,868,464	328,064,004	304,121,334	269,021,320
Non-current assets held for sale	498,348	1,578,966	1,247,106	1,006,461	832,546	532,973
Investments in associates and joint ventures	2,210,194	7,002,778	5,815,325	3,983,780	3,392,847	3,121,386
Property and equipment, net of accumulated depreciation	2,650,270	8,397,116	5,504,435	4,700,518	4,501,967	4,524,827
Intangible assets and goodwill, net of accumulated amortization	4,985,963	15,797,526	7,409,635	7,529,915	8,220,739	7,617,873
Taxes to be offset	2,437,574	7,723,211	6,817,427	6,130,191	5,293,116	5,294,566
Deferred income tax assets	14,239,636	45,116,863	45,397,879	28,388,183	25,661,079	17,913,529
Other assets	14,887,757	47,170,370	40,118,697	35,099,280	35,367,715	35,943,635
Total assets	376,224,484	1,192,029,656	1,026,703,522	930,451,016	838,301,614	799,540,624
Liabilities
Deposits from banks	95,209,785	301,662,682	293,903,391	279,940,227	243,100,373	220,943,354
Deposits from customers	73,459,137	232,747,929	194,510,100	210,031,505	216,218,057	210,774,263
Financial liabilities held for trading	4,240,525	13,435,678	19,345,729	3,315,573	1,826,382	4,049,982
Funds from securities issued	47,690,297	151,101,938	109,850,047	85,030,399	57,883,068	51,552,093
Subordinated debt	16,604,931	52,611,064	50,282,936	35,821,666	35,885,003	34,851,714
Insurance technical provisions and pension plans	68,122,712	215,840,000	170,940,940	146,559,220	130,329,023	118,768,720
Other provisions	5,773,390	18,292,409	15,364,317	13,864,401	13,752,577	21,021,109
Current income tax liabilities	672,354	2,130,286	2,781,104	3,602,333	3,082,976	3,288,688
Deferred income tax liabilities	556,416	1,762,948	772,138	808,178	799,824	3,091,667
Other liabilities	30,603,937	96,965,515	78,038,058	69,185,709	63,321,405	59,852,644
Total liabilities	342,933,483	1,086,550,449	935,788,760	848,159,211	766,198,688	728,194,234
Equity
Share capital	16,128,014	51,100,000	43,100,000	38,100,000	38,100,000	30,100,000
Treasury shares	(139,034)	(440,514)	(431,048)	(298,015)	(269,093)	(197,301)
Capital reserves	11,354	35,973	35,973	35,973	35,973	35,973
Profit reserves	15,789,615	50,027,816	49,920,020	43,765,349	34,122,503	34,189,383
Additional paid-in capital	22,250	70,496	70,496	70,496	70,496	70,496
Other comprehensive income	(125,839)	(398,708)	(4,002,724)	(659,501)	(1,102,887)	6,396,736
Retained earnings	1,548,851	4,907,381	2,096,710	1,153,439	927,314	542,422
Equity attributable to controlling shareholders	33,235,211	105,302,444	90,789,427	82,167,741	71,884,306	71,137,709
Non-controlling interest	55,789	176,763	125,335	124,064	218,620	208,681
Total equity	33,291,001	105,479,207	90,914,762	82,291,805	72,102,926	71,346,390
Total liabilities and equity	376,224,484	1,192,029,656	1,026,703,522	930,451,016	838,301,614	799,540,624
⁽¹⁾ Amounts stated in U.S. dollars have been translated from Brazilian reais at an exchange rate of R$3.1684 per US$ 1.00, the Central Bank exchange rate on March 31, 2017. Such translations should not be construed as a representation that the Brazilian real amounts presented have been or could be converted into U.S. dollars at that rate.

Exchange Rate Information

Over the past years, the exchange rate between the real and the U.S. dollar has experienced significant variation:

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. In 2015, the real depreciated 47.0% against the U.S. dollar, reaching R$3.9048 as of December 31, 2015. In 2016, the real appreciated 16.5% against the U.S. dollar, reaching R$3.2591 as of December 31, 2016.

On March 31, 2017, the exchange rate was R$3.1684 per US$1.00, a 2.8% appreciation of the real against the U.S. dollar, when compared to December 31, 2016. 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.

The following table sets forth the period‑end, average and high and low selling rates reported by the Central Bank at closing, for the periods and dates indicated:

8 Form 20-F – December 2016

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3.A. Selected Financial Data
Form 20-F

Closing Selling Rate for U.S. dollars – R$ per US$1.00
Period	Period-End	Average ⁽¹⁾	High⁽¹⁾	Low ⁽¹⁾
2012	2.0435	1.9524	2.1074	1.7092
2013	2.3426	2.1641	2.3725	1.9754
2014	2.6562	2.3586	2.6562	2.2025
2015	3.9048	3.3314	3.9729	2.6562
2016
October	3.1811	3.5135	4.0428	3.1811
November	3.3967	3.5038	4.0428	3.1811
December	3.2591	3.4849	4.0428	3.1811
2017
January	3.1270	3.1931	3.2591	3.1270
February	3.0993	3.1618	3.2591	3.0993
March	3.1684	3.1635	3.2591	3.0993
⁽¹⁾ Average, high and low month end rates from December of the previous period.
Source: Central Bank.

3.B. Capitalization and Indebtedness

Not applicable.

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

Not applicable.

3.D. Risk Factors

Macroeconomic risks

The current weakness in Brazilian macroeconomic conditions and the market perception of certain economic and political risks alongside uncertainties relating to Brazil, including high-profile anti-corruption investigations, may have a material adverse effect on our financial condition and on the results of operations.

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

The decrease in primary results (difference between the government income and expenses, excluding interest income and interest expenses) in recent years and the increase in net public sector debt significantly contributed to a further deterioration in macroeconomic conditions of Brazil. Thus, the increase in unemployment rates, as a result of macroeconomic conditions, created risks to banking activities (especially due to the possibility of increased default rates for individuals and corporations). Moreover, high inflation rates may lead to an increase in the basic interest rates of our financial assets, which may impact our operations.

However, in 2016, the domestic scenario was marked by major adjustments. Inflation began a path of convergence towards targets (and ended below the cap at the end of last year) and the Central Bank managed to achieve an important step in inflation expectations for the coming three years. Regarding taxes, the adjustment proposed by the Government is expected to have an effect in the medium to long term. In approving the Proposed Constitutional Amendment (“PEC”), which restrains public spending, it is expected that the desired fiscal balance will lead to a stabilization of the debt/GDP ratio. Currently, the government is proposing a pension reform, which may aim to guarantee the solvency of pensions in the long term and the availability of the limit for public spending. Even though the country’s greatest challenge continues to be economic growth, there is an expectation that there will be gradual growth quarter on quarter in 2017.

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

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3.D. Risk Factors
Form 20-F

· monetary policies;

· tax policy and changes in tax regimes;

· exchange controls policies;

· liquidity of domestic financial, capital and credit markets;

· our customers' capacity to meet their other obligations with us;

· decreases in wage and income levels;

· increases in unemployment rates;

· macroprudential measures;

· inflation;

· allegations of corruption against political parties, public officials, including allegations made in relation to the "Operation Car Wash" investigation, among others; and

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

Changes in, or uncertainties regarding, the implementation of the policies listed above could contribute to economic uncertainty in Brazil, thereby increasing the volatility of the Brazilian securities market and reducing the value of Brazilian securities traded internally or abroad.

Historically, the country’s political scenario has influenced the performance of the Brazilian economy and political crises have affected the confidence of investors and the general public, which resulted in economic deceleration and heightened volatility in the securities issued abroad by companies based in Brazil.

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

Fluctuations in the value of the real may impact our business. After an extended period of appreciation, interrupted only in late 2008 as a result of the global crisis, the Brazilian real started to weaken in mid-2011. This trend accelerated during the following four years and was interrupted in 2016. Weaker currency periods make certain local manufacturers (particularly exporters) more competitive but also make managing economic policy, particularly inflation, increasingly difficult, even with a slowdown in growth. A weaker real also adversely impacts companies based in Brazil with U.S. dollar indexed to- and/or denominated debt.

As of December 31, 2016, the net exposure in relation to our assets and liabilities denominated in, or indexed to, foreign currencies (primarily U.S. dollars) was 4.3% of our total assets. If the Brazilian currency devaluates 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 originated currency. In addition, our lending operations depend significantly on our capacity to match the cost of funds indexed to the U.S. dollar with the rates charged to our customers. A significant devaluation or depreciation of the U.S. dollar may affect our ability to attract customers on such terms or to charge rates indexed to the U.S. dollar.

Conversely, when the Brazilian currency appreciates, we may incur losses on our monetary assets denominated in, or indexed to, foreign currencies, mainly, the U.S. dollar, and we may 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 originated currency.

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	3.D. Risk Factors
	Form 20-F

If Brazil experiences substantial inflation in the future, our revenues and our ability to access foreign financial markets may be reduced.

Brazil has, in the past, experienced extremely high rates of inflation. Inflation and governmental measures to combat inflation had significant negative effects on the Brazilian economy 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 as a result of the adoption of inflation targeting norms. There are still concerns that inflation levels might rise again in the future. Current economic policy in Brazil is premised on a monetary regime which the Central Bank oversees in order to assure that the effective rate of inflation keeps in line with a predetermined and previously announced target. In 2016, Brazil’s rates of inflation reached 6.3%, 10.7% in 2015 and 6.4% in 2014, as measured by the Extended Consumer Price Index - “IPCA” (Índice Nacional de Preços ao Consumidor Amplo).

Government measures to combat inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. As a result, interest rates have fluctuated significantly. Increases in 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 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 different from 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 and capital markets and may lead to counter-inflationary policies that may have an adverse effect on our business, financial condition, results of operations and the market value of our shares, preferred share ADSs and common share ADSs.

Changes in base interest rates by the COPOM may materially adversely affect our margins and results of operations.

The COPOM establishes the base interest rates for the Brazilian banking system (SELIC). The base interest rate was 13.75%, 14.25% and 11.75% per annum (“p.a.”) as of December 31, 2016, 2015 and 2014, respectively. Changes in the base interest rate may adversely affect our results of operations as we have assets and liabilities indexed to the SELIC. At the same time, high base interest rates may increase the likelihood of customer delinquency, due to the deceleration in the economic activity. Similarly, low base interest rates may increase the leverage of borrowers, generating additional risk to financial system.

The COPOM adjusts the SELIC rate in order to keep inflation within the range of targets set by the National Monetary Council ("CMN") to manage aspects of the Brazilian economy, including the protection of reserves and capital flows. We have no control over the SELIC rate or how often such a rate is adjusted.

Developments and the perception of risk in Brazil and other countries, especially emerging market countries, may adversely affect the market price of Brazilian securities, including our shares, preferred share ADSs and common share ADSs.

The market value of securities of Brazilian companies is affected to varying degrees by economic and market conditions in other countries, including other Latin American and emerging market countries. Although economic conditions in these countries may differ significantly from economic conditions in Brazil, investors' reactions to developments in these other countries may have an adverse effect on the market value of securities of issuers based in Brazil. Crises in other emerging market countries may diminish investor interest in securities of issuers based in Brazil, including ours, which could adversely affect the market price of our shares, preferred share ADSs and common share ADSs.

A U.K. exit from the European Union could adversely impact global economic or market conditions.

On June 23, 2016, the U.K. electorate voted in a general referendum in favor of the U.K.´s exit from the European Union (so-called “Brexit”). On March 29, 2017, the U.K. gave formal notice under Article 50 of the Treaty on European Union of its intention to leave the European Union. The announcement of Brexit caused significant volatility in global stock markets and currency exchange rate fluctuations. The on-going process of negotiations between the U.K. and the European Union will determine the future terms of the U.K’s relationship with the European Union, including access to European Union markets, either during a transitional period or more permanently. Brexit could lead to potentially divergent laws and regulations as the U.K. determines which E.U. laws to replace or replicate. Uncertainty regarding the terms of Brexit, and its eventual effects once implemented, could adversely affect European or global economic or market conditions and investor confidence. This could, in turn, adversely affect our business and/or the market value of our shares, preferred share ADSs and common share ADSs.

12 Form 20-F – December 2016

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	3.D. Risk Factors
	Form 20-F

Part of our funding originates from repurchase agreements, which are largely guaranteed by Brazilian government securities. This type of operation is generally short-term and volatile in terms of volume, as it is directly impacted by market liquidity. As these operations are typically guaranteed by Brazilian government securities, the value and/or perception of value of the Brazilian government securities may be significant for the availability of funds. For example, if the quality of the Brazilian government securities used as collateral is adversely affected, due to the worsening credit risk, the cost of these operations could increase, making this source of funding inefficient for us. For further information about funding in the open market, see “Item 4.B. Business Overview – Other funding sources.”

If the market shrinks, which could cause a reduction in volume, or if there is increased collateral credit risk and we are forced to take and/or pay unattractive interest rates, our financial condition and the results of our operations may be adversely affected.

The increasingly competitive environment in the Brazilian bank and insurance industries may negatively affect our business prospects.

The markets for financial, banking and insurance services in Brazil are highly competitive. We face significant competition in all of our principal areas of operation from other large banks and insurance companies, both public and private based in Brazil and internationally.

Competition has increased as a result of consolidations among financial institutions in Brazil and as a result of regulations by the National Monetary Committee (“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, increasing our customer base and expanding our operations, reducing our profit margins on banking and other services and products we offer, and limiting investment opportunities.

The increased competition may negatively affect our business results and prospects by, among other things:

· limiting our ability to increase our customer base and expand our operations;

· reducing our profit margins in the banking, insurance, leasing and other services and products offered by us; and

· increasing competition for foreign investment opportunities.

Losses on our investments in financial assets held for trading and available for sale 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, 2016, investments in financial assets held for trading and available for sale represented 27.4% of our assets, and realized gains and losses or unrealized gains and losses for financial assets held for trading and available for sale have had and may continue to have a significant impact on the results of our operations. The amounts of such gains and losses, which we record when investments in financial assets are sold, or in certain limited circumstances when they are recognized at fair value, may fluctuate considerably from period to period. The level of fluctuation depends, in part, upon the fair value of the financial assets, which in turn may vary considerably, and our investment policies. We cannot predict the amount of realized gain or loss for any future period, and we believe that variations from period to period have no practical analytical value. Furthermore, any gains on our investment portfolio may not continue to contribute to net income at levels consistent with recent periods, and we may not successfully realize the appreciation in our consolidated investment portfolio or any portion thereof.

We may incur losses associated with counterparty exposures.

We face the possibility that a counterparty will be unable to honor its contractual obligations. These counterparties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons. This risk may arise, for example, as a result of entering into swap or other derivative contracts under which counterparties have obligations to make payments to us, executing currency or other trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries. Such counterparty risk is more acute in complex markets where the risk of failure of counterparties is higher.

Our trading activities and derivatives transactions may produce material losses.

We engage in the trading of securities, buying debt and equity securities principally to sell them in the near term with the objective of generating profits on short-term differences in price. These investments could expose us to the possibility of material financial losses in the future, as securities are subject to fluctuations in value, which may generate losses. In addition, we enter into derivatives transactions, mainly, to manage our exposure to interest rate and exchange rate risk. Such derivatives transactions are designed to protect us against increases or decreases in exchange rates or interest rates.

16 Form 20-F – December 2016

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	3.D. Risk Factors
	Form 20-F

Fundação Bradesco and our Board of Directors could make decisions in relation to our policy towards acquisitions, divestitures, financings or other transactions, which may be contrary to the interests of holders of common shares and have a negative impact on the interests of holders of common shares. For more information on our shareholders, see “Item 7.A. Major Shareholders.”

Changes in regulations regarding reserve and compulsory deposit requirements may reduce operating margins.

The Central Bank has periodically changed the level of compulsory deposits that financial institutions in Brazil are required to abide by.

Compulsory deposits generally yield lower returns than our other investments and deposits because:

· a portion of our compulsory deposits with the Central Bank do not bear interest; and

· a portion of our compulsory deposits must finance a federal housing program, the Brazilian rural sector, low income customers and small enterprises under a program referred to as a "microcredit program."

Rules related to compulsory deposits have been changed from time to time by the Central Bank, as described in "Item 4.B. Business Overview - Deposit-taking activities."

As of December 31, 2016, our compulsory deposits in connection with demand, savings and time deposits and additional compulsory deposits were R$58.0 billion. Reserve requirements have been used by the Central Bank to control liquidity as part of monetary policy in the past, and we have no control over their imposition. Any increase in the compulsory deposit requirements may reduce our ability to lend funds and to make other investments and, as a result, may adversely affect us. For further information on compulsory deposits, see "Item 4.B. Business Overview- Deposit - taking activities."

Changes in taxes and other fiscal assessments may adversely affect us.

The government regularly enacts reforms to the tax and other assessment regimes to which we and our customers are subject. Such reforms include changes in the rate of assessments and, occasionally, enactment of temporary taxes, the proceeds of which are earmarked for designated governmental purposes. The effects of these changes and any other changes that result from enactment of additional tax reforms have not been, and cannot be, quantified. There can be no assurance that these reforms will not, once implemented, have an adverse effect upon our business. Furthermore, such changes may produce uncertainty in the financial system, increasing the cost of borrowing and contributing to the increase in our non-performing portfolio of loans and advances.

The Brazilian Constitution used to establish a ceiling on loan interest rates and if the government enacts new legislation with similar effect in the future, our results of operations may be adversely affected.

Article 192 of the Brazilian Constitution, enacted in 1988, established a 12.0% p.a. ceiling on bank loan interest rates. However, since the enactment of 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 (or 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 (Tesouro Nacional). There is currently an uncertainty as to whether such base rate which is referred to in the Civil Code is: (i) the Special Clearing and Settlement System (Sistema Especial de Liquidação e Custódia) rate, which we call the “SELIC” rate, the base interest rate established by COPOM, which was 13.75% p.a. as of December 31, 2016 and 14.25% p.a. as of December 31, 2015; or (ii) the 12.0% p.a. rate established 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.

Any substantial increase or decrease in the interest rate ceiling could have a material effect on the financial condition, results of operations or prospects of financial institutions based in Brazil, including us.

18 Form 20-F – December 2016

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3.D. Risk Factors
Form 20-F

Additionally, certain Brazilian courts have issued decisions in the past limiting interest rates on consumer financing transactions that are considered abusive or excessively onerous in comparison with market practice. Brazilian courts’ future decisions as well as changes in legislation and regulations restricting interest rates charged by financial institutions could have an adverse effect on our business.

Our losses in connection with insurance claims may vary from time to time. Differences between the losses from actual claims, underwriting and reserving assumptions and the related provisions may have an adverse effect on us.

The results of our operations significantly depend upon the extent to which our actual claims are consistent with the assumptions we used to assess our potential future policy and claim liabilities and to price our insurance products. We seek to limit our responsibility and price our insurance products based on the expected payout of benefits, calculated using several factors, such as assumptions for investment returns, mortality and morbidity rates, expenses, persistency, and certain macroeconomic factors, such as inflation and interest rates. These assumptions may deviate from our prior experience, due to factors beyond our control such as natural disasters (floods, explosions and fires), man-made disasters (riots, gang or terrorist attacks) or changes in mortality and morbidity rates as a result of advances in medical technology and longevity, among others. Therefore, we cannot determine precisely the amounts that we will ultimately pay to settle these liabilities, when these payments will need to be made, or whether the assets supporting our policy liabilities, together with future premiums and contributions, will be sufficient for payment of these liabilities. These amounts may vary from the estimated amounts, particularly when those payments do not occur until well in the future, which is the case with certain of our life insurance products. Accordingly, the establishment of the related provisions is inherently uncertain and our actual losses usually deviate, sometimes substantially, from such estimated amounts. To the extent that actual claims are less favorable than the underlying assumptions used in establishing such liabilities, we may be required to increase our provisions, which may have an adverse effect on our financial condition and results of operations.

We are liable for claims of our customers if our reinsurers fail to meet their obligations under the reinsurance contracts.

The purchase of reinsurance does not hold us harmless against our liability towards our clients if the reinsurer fails to meet its obligations under the reinsurance contracts. As a result, reinsurers' insolvency or failure to make timely payments under these contracts could have an adverse effect on us, given that we remain liable to our policyholders.

A failure in, or breach of, our operational, security or technology systems could temporarily interrupt our businesses, increasing our costs and causing losses.

We constantly invest in the improvement and evolution of the safety controls, resilience, continuity and management of our information technology systems and as a result have created an environment with a high capacity to process data for our operating systems and our financial and accounting systems. Taking into account all external factors, including events which are wholly or partially beyond our control, such as: cyber-attacks, protests which could prevent individuals from entering our buildings, changes to the regulatory framework, electrical or telecommunications outages, systems failures, resulting from human error or not, or other events involving third parties and suppliers, our information technology systems could suffer shortages or become unavailable for a given period of time.

Due to the nature of our operations and the global context, where there is an ever-increasing integration among platforms, dependency on technology and on the internet, a higher exposure to viruses, malicious software and other forms of cyber-attacks is expected, ill intentioned or not, which may unexpectedly impair the operation and integrity of our systems that manage and store sensitive and/or confidential information for our business and operations.

We and other financial institutions, including governmental institutions, have already experienced attacks on our information technology systems. Due to the controls we have in place, we have not experienced any material loss of data from these attacks to date, neither from a material perspective, nor from a data information perspective. However, considering the use of new technologies, the increasing dependency on the internet and the changing and sophisticated nature of attacks, it is not possible to predict all the means that will be used by ill-intentioned individuals or organizations, which could impact our capacity to effectively foresee and/or avoid all attacks in the future.

As a result, all the risks mentioned above could result in customer attrition, regulatory fines, penalties or intervention, reimbursement or other administrative penalties.

19 Bradesco

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	3.D. Risk Factors
	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 (“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 be required to indemnify the account holders for the non-adjustment of those amounts.

Although so far no final decision has been given by the STF, the Supreme Court recently gave a ruling on an individual case, in the sense that the sentences on class actions proposed by associations questioning inflationary purges only benefit consumers who: (i) were associated with the associations at the time of filing of the class action; and (ii) had authorized the filing of the class action. This reduced the number of beneficiaries in class actions because, until then, it was understood that these decisions should benefit all consumers affected by the practices (i.e., all consumers that are current account holders and that had suffered losses related to inflationary purges, were or were not associated with the association, plaintiff of the class action).

In addition, in connection with a related sentence, the Brazilian Supreme Court Justice (“STJ”) decided, in May 2014, that the starting date for counting default interest for compensating savings account holders must be the date of summons of the related lawsuit (rather than the date of settlement of the judgment), therefore increasing the amount of possible losses for the affected banks in the event of an unfavorable decision by the STF.

We cannot predict the outcome of this case. However, depending on the decision by the STF, banks (including ourselves) might incur material costs which could cause losses for us.

Our risk management structure may not be fully effective.

We fully incorporate the risk management process into all of our activities, developing and implementing methodologies, models and other tools for the measurement and control of risks, looking to continuously improve them in order to mitigate the risks that we identify. However, there may be limitations to this risk management framework in foreseeing and mitigating all the risks to which we are subject, or may in the future become, subject. If our risk management structure is not completely effective in adequately preventing or mitigating risks, we could suffer material unexpected losses, adversely affecting our financial condition and results of operations. For more information on our risk management structure, see "Item 4.B. — Business Overview — Risk management."

We may face significant challenges in possessing and realizing value from collateral with respect to loans in default.

If we are unable to recover sums owed to us under secured loans in default through extrajudicial measures such as restructurings, our last recourse with respect to such loans may be to enforce the collateral secured in our favor by the applicable borrower. Depending on the type of collateral granted, we either have to enforce such collateral through the courts or through extrajudicial measures. However, even where the enforcement mechanism is duly established by the law, Brazilian law allows borrowers to challenge the enforcement in the courts, even if such challenge is unfounded, which can delay the realization of value from the collateral. In addition, our secured claims under Brazilian law will in certain cases rank below those of preferred creditors such as employees and tax authorities. As a result, we may not be able to realize value from the collateral, or may only be able to do so to a limited extent or after a significant amount of time, thereby potentially adversely affecting our financial condition and results of operations.

Risks relating to our shares, preferred share ADSs and common share ADSs.

The Deposit Agreements governing the preferred share ADSs and common share ADSs provide that holders of such ADSs will only receive voting instructions if we authorize the depositary bank to contact those holders to obtain voting instructions; and there are also practical limitations on any ability to vote we may give such holders.

The voting rights of preferred share ADS holders and common share ADS holders are governed by the Deposit Agreements. Those Deposit Agreements provide that the depositary bank shall mail voting instructions to holders only if we authorize and direct the depositary bank to do so. If we do not provide that authorization and direction to the depositary bank, holders of preferred share ADSs and common share ADSs will not be able to vote at our meetings, unless they surrender their preferred share ADSs or common share ADSs and receive the underlying preferred shares or common shares, as applicable, in accordance with the terms of the applicable Deposit Agreement.

20 Form 20-F – December 2016

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3.D. Risk Factors
Form 20-F

In addition, there are practical limits on the ability of preferred share ADS and common share ADS holders to exercise any vote due to the additional procedural steps involved in communicating with such holders. For example, our shareholders will either be notified directly or through notification published in Brazilian newspapers and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. In contrast, preferred share ADS holders and common share ADS holders will not receive notice directly from us and cannot vote in person at the meeting. Instead, in accordance with the Deposit Agreements, the depositary bank will, if authorized and directed by us, send any notice of meetings of holders received by it from us to holders of preferred share ADSs and common share ADSs, together with a statement as to the manner in which voting instructions may be given by holders. To exercise any such ability to vote, preferred share ADS and common share ADS holders must then instruct the depositary bank how to vote with the shares represented by their preferred share ADSs or common share ADSs. Because of this extra step involving the depositary bank, if and when we authorize and direct the depositary bank to mail voting information to preferred share ADS holders and common share ADS holders, the process for voting will take longer for preferred share ADS and common share ADS holders than for holders of our shares. Preferred share ADSs and common share ADSs for which the depositary bank does not receive voting instructions in good time will not be able to vote at a meeting.

Under Brazilian corporate law, holders of preferred shares have limited voting rights, accordingly, holders of preferred share ADSs will have similar limitations on their ability to vote.

Under Brazilian corporate law (Law No. 6,404/76, as amended by Law No. 9,457/97 and Law No. 10,303/01, which we refer to collectively as "Brazilian Corporate Law") and our Bylaws, holders of our preferred shares are not entitled to vote at our shareholders' meetings, except in limited circumstances (see "Item 10.B. Memorandum and Articles of Association – Organization – Voting Rights," for further information on voting rights of our shares). As such, in contrast to holders of common shares, holders of preferred shares are not entitled to vote on corporate transactions, including any proposed merger or consolidation with other companies, among other things.

As discussed above under "The Deposit Agreements governing the preferred share ADSs and common share ADSs provide that holders of such ADSs will only receive voting instructions if we authorize the depositary bank to contact those holders to obtain voting instructions; and there are also practical limitations on any ability to vote we may give such holders," preferred share ADS holders will only be able to vote if we authorize and direct the depositary bank accordingly. As a result of the fact that holders of preferred shares have limited voting rights, any ability to vote that we may extend to holders of preferred share ADSs corresponding to preferred shares pursuant to the applicable Deposit Agreement would be similarly limited.

The relative volatility and illiquidity of the Brazilian securities markets may substantially limit your ability to sell shares underlying the preferred share ADSs and common share ADSs at the price and time you desire.

Investing in securities that trade in emerging markets, such as Brazil, often involves greater risk than investing in securities of issuers in more developed countries, and these investments are generally considered more speculative in nature. The Brazilian securities market is substantially smaller and less liquid than major securities markets, such as the United States, and may be more volatile. Although you are entitled to withdraw our shares, underlying the preferred share ADSs and common share ADSs from the depositary bank at any time, your ability to sell our shares underlying the preferred share ADSs and common share ADSs at a price and time acceptable to you may be substantially limited. There is also significantly greater concentration in the Brazilian securities market than in major securities markets such as the United States or other countries. The ten largest companies in terms of market capitalization, according to B3, accounted for 54.8% of the aggregate market capitalization.

Our shares, preferred share ADSs and common share ADSs are not entitled to a fixed or minimum dividend.

Holders of our shares and, consequently, our preferred share ADSs and common share ADSs are not entitled to a fixed or minimum dividend. Pursuant to the Deposit Agreements, if the depositary (as holder of the common shares and preferred shares underlying the common share ADSs and preferred share ADSs,) receives any cash dividend or distribution from us, it shall distribute a corresponding U.S. dollar amount, net of depositary fees and certain withholding tax adjustments as described in the Deposit Agreements, to holders of our common share ADSs and preferred share ADSs as promptly as practicable. However, if we do not pay dividends to holders of our common shares or preferred shares then there will be no payment of dividends to holders of our common share ADSs or preferred share ADSs.

21 Bradesco

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	3.D. Risk Factors
	Form 20-F

Pursuant to our Bylaws, our preferred shares are entitled to dividends 10.0% higher than those of our common shares. Although under our current Bylaws we are obligated to pay our shareholders at least 30.0% of our annual adjusted net income, the shareholders attending our annual general shareholders’ meeting may decide to suspend this mandatory distribution of dividends if the Board of Directors advises that payment of the dividend is not compatible with our financial condition. Neither our Bylaws nor Brazilian law specify the circumstances in which a distribution would not be compatible with our financial condition, and our controlling shareholders have never suspended the mandatory distribution of dividends. However, Brazilian law provides that a company need not pay dividends if such payment would endanger the existence of the company or harm its normal course of operations.

In March 2013, CMN Resolution No. 4,193/13 was issued in an effort to further implement the Basel III Accord in Brazil. Pursuant to such rule, a restriction of dividend and interest payments on equity may be imposed by the Central Bank in the event of non-compliance with the additional capital requirements established by the Central Bank, as further described in "Item 5.B. Liquidity and Capital Resources - Capital adequacy and leverage.”

As a holder of preferred share ADSs and common share ADSs you will have fewer and less well‑defined shareholders' rights than in the United States and certain other jurisdictions.

Our corporate affairs are governed by our Bylaws and Brazilian Corporate Law, which may differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States or in certain other jurisdictions outside Brazil. Under Brazilian Corporate Law, you and the holders of our shares may have fewer and less well‑defined rights to protect your interests relative to actions taken by our Board of Directors or the holders of our common shares than under the laws of other jurisdictions outside Brazil.

Although Brazilian Corporate Law imposes restrictions on insider trading and price manipulation, the Brazilian securities markets are not as highly regulated and supervised as the U.S. securities markets or markets in certain other jurisdictions. In addition, in Brazil, self‑dealing and the preservation of shareholder interests may be less heavily regulated and what regulations are in place may not be as strictly enforced in Brazil as in the United States, which could potentially disadvantage you as a holder of our shares underlying preferred share ADSs and common share ADSs. For example, compared to Delaware general corporation law, Brazilian Corporate Law and practices have less detailed and well‑established rules and judicial precedents relating to review of management decisions under duty of care and duty of loyalty standards in the context of corporate restructurings, transactions with related parties, and sale-of-business transactions. In addition, shareholders in Delaware companies must hold 5.0% of the outstanding share capital of a corporation to have valid standing to bring shareholder derivative suits, while shareholders in companies based in Brazil do not normally have valid standing to bring a class action.

It may be difficult to bring civil liability causes against us or our directors and executive officers.

We are organized under the laws of Brazil, and all of our directors and executive officers reside outside the United States. In addition, a substantial portion of our assets and most or all of the assets of our directors and executive officers are located in Brazil. As a result, it may be difficult for investors to effect service of process within the United States or other jurisdictions outside of Brazil on such persons or to enforce judgments against them, including any based on civil liabilities under the U.S. federal securities laws.

If we issue new shares or our shareholders sell shares in the future, the market price of your preferred share ADSs and common share ADSs may be reduced.

Sales of a substantial number of shares, or the belief that this may occur, could decrease the market price of our shares, preferred share ADSs and common share ADSs, by diluting their value. If we issue new shares or our existing shareholders sell the shares they hold, the market price of our shares and therefore the market price of our preferred share ADSs and common share ADSs, may decrease significantly.

The payments on 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. For more information about FATCA, see "Item 4.B. Business Overview-Regulation and Supervision."

22 Form 20-F – December 2016

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4.A. History and Development of the Company
Form 20-F

Recent acquisitions

In July, 2016, we announced to the market the acquisition of 100% of the share capital of HSBC Brasil.

In July 2015, we signed a purchase contract for the acquisition of 100% of the share capital of HSBC Brasil. The acquisition was approved by the Central Bank in December 2015 and by the Administrative Council for Economic Defense (“CADE”) in June 2016, subject to an Agreement on Concentration Control, and therefore approved by all relevant regulatory bodies. The purchase was completed in July 2016, for R$16 billion. In October 2016, an Extraordinary General Meeting of our shareholders approved the spin-off of HSBC Brasil and the integration of its staff and operational and technological platforms, resulting in the replacement of the HSBC brand in its then-existing service network and providing greater synergy in its operations.

With the acquisition, we will take over all operations of HSBC in Brazil, including retail, insurance and asset management, as well as all branches and clients. The acquisition allows us to gain in scale and optimize our platforms, while increasing national coverage, consolidating our leadership in the number of branches in several states, and strengthening our presence in the high-income segment. The acquisition will also enable us to expand our operations, increasing the range of products that are offered in Brazil, especially in the insurance, credit card and asset management segments.

In January 2014, Bradesco Saúde S.A. (“Bradesco Saúde”) concluded a transaction to indirectly acquire a 6.5% interest in the equity and voting capital of Odontoprev S.A., disclosed to the market in October 2013. As a result of this acquisition, Bradesco Saúde raised its interest in the equity and voting capital of Odontoprev S.A. (“Odontoprev”), from 43.5% to approximately 50.0%. Odontoprev was already being consolidated based on control obtained through its shareholders agreement.

Other strategic alliances

In October 2016, we announced that Bradesco Seguros S.A. (“Bradesco Seguros”) and Swiss Re Corporate Solutions Ltd. (“Swiss Re Corso”) signed a deal where Swiss Re Corporate Solutions Brasil Seguros (“Swiss Re Corporate Solutions Brasil”) will assume the P&C (“Property and Casualty”) insurance and transport operations of Bradesco Seguros in order to pursue the commercialization of Large Risk Insurance, and Bradesco Seguros will hold 40.0% in Swiss Re Corporate Solutions Brasil.

In July 2014, we, together with Banco do Brasil, Itaú Unibanco, Banco Santander, HSBC Brasil, Caixa Econômica Federal (“Caixa”) and Banco Citibank, signed a new shareholders’ agreement with Tecban, which establishes the consolidation of their external customer-service network by the Banco24horas Network. This agreement was approved by the relevant regulatory agencies and became effective in November 2014.

In July 2014, we announced the formalization of a strategic partnership with IBM Indústria Máquinas e Serviços Ltda. (“IBM”). Following execution of this agreement, the hardware and software supporting activities, currently provided by Scopus Tecnologia Ltda. (“Scopus Serviços”), will now be provided by IBM, which will take over the operational structure of Scopus Serviços and all supporting and maintenance agreements signed between Scopus Serviços and their other customers.

The information technology solution and innovation advisory activities currently developed by Scopus Serviços will now be served by Scopus Soluções em TI S.A., (“Scopus Soluções”) whose capital stock will continue to be fully held by us, which, in turn, will continue to hold the ownership of the Scopus brand.

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

In April 2014, we, together with Banco do Brasil, via our joint venture Companhia Brasileira de Soluções e Serviços (“CBSS”), and in partnership with Cielo, created the company STELO S.A. (“STELO”), an electronic payment company responsible for managing, operating and exploring the payment facilitator industry geared towards e-commerce, as well towards digital portfolio businesses.

BRAM has developed important alliances with internationalization as part of its strategy, expanding the number of fund platforms through which its investment funds are distributed in the European, Latin American and Asian markets. Through personal management and investment advisory agreements, we have offered Brazilian investors the opportunity to invest in global equity funds, with a focus on the U.S., Europe, Latin America (excluding Brazil) and Asia. In the United States, by means of its BRAM US LLC subsidiary, BRAM has been marketing fixed income and floating rate income funds; with Latin American assets directed at US investors since the end of 2013. In Europe, BRAM offers overseas investors funds domiciled in Luxemburg with different strategies under the Bradesco Global Funds family, launched in 2009. In Japan, Mitsubishi Kosukai UFJ Asset Management (“MUKAM”), our partner, offers Fixed Income Funds and Equity Funds managed by BRAM since 2008 to retail investors wishing to invest in the Brazilian market.

25 Bradesco

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	4.A. History and Development of the Company
	Form 20-F

Business strategy

The key elements of our strategy are: (i) consolidating and expanding our position as one of the leading financial institutions and insurance providers in Brazil; (ii) maximizing shareholder value; and (iii) maintaining high corporate responsibility and sustainability standards.

We intend to pursue the following strategies to reach these goals:

Consolidate and build upon our service network and brand as one of the leading financial institutions and insurance providers in Brazil, which offers a complete portfolio of products and services to all levels of society.

We believe that our position as one of the leading financial institutions in Brazil, with a presence in all Brazilian regions through a broad network of distribution channels and with exposure to individuals of all income levels as well as large, mid‑sized and small businesses, will allow us to maintain the organic growth strategy. We will also continue to expand the insurance, pension and capitalization bonds business segment, in order to consolidate our leadership in this sector. As part of this strategy, we intend to increase the sales of our traditional banking, insurance, pension and capitalization bonds products through our wide branch network, our internet distribution services and other distribution channels. We are committed to investing significantly in our IT platform to support such growth. In addition, we intend to continue to leverage our relationships with corporate clients and high-income individuals to further develop our investment banking, private banking and asset management operations through Bradesco BBI, Banco Bradesco Europa, Bradesco Securities and other subsidiaries in Brazil and other key financial centers such as London, New York, Hong Kong and Tokyo.

Maintain asset quality and operational risk levels.

We are focused on sustainable growth to ensure our standards in relation to our asset quality and risk levels. We intend to maintain the quality of our loan portfolio by continuously improving our delinquency risk models, ensuring better results in credit granting and appropriate provisions for incurred losses. Our strategy involves maintaining our existing policy for our insurance business of careful evaluation of risk spreads through robust actuarial analysis, while entering into reinsurance agreements with well-known reinsurers to reduce exposure to large risks.

With respect to risk management, we intend to continue our integrated approach that utilizes a centralized method for identifying, measuring, controlling, monitoring and mitigating credit, market, liquidity and operational risks. We intend to continue to use specialized risk management committees in relation to the adoption of institutional policies, operational guidelines and the establishment of limits for risk exposure in accordance with best international practices, with the aim of maintaining operational risk levels within adequate boundaries.

Complement organic growth with strategic alliances and pursue selective acquisitions.

To complement our organic growth strategy, we constantly seek opportunities for strategic alliances and selective acquisitions to consolidate our position as one of the leading financial institutions in Brazil and to expand our presence in growth markets such as consumer financing, investment banking, broker dealing and insurance. The acquisition of HSBC Brasil was the largest ever in our history and we expect an expansion of our operations, in particular, of profitable businesses and with low capital needs. In addition, we believe our strategic partnership with Banco do Brasil and Caixa in relation to credit, debit and pre-paid cards for checking account holders and non-account holders is an example of such a growth opportunity. Similarly, our merger with Odontoprev S.A. has increased our presence in the segment of dental care plans enabling us to consolidate our leadership position in the insurance market. We will continue to focus on asset quality, potential operating synergies, sale and acquisition of know-how to maximize return for our shareholders.

Focus on corporate responsibility and sustainability as core principles of our business.

We believe that corporate responsibility and sustainability are fundamental to our operations and have incorporated the following three principles into our overall strategy: a sustainable financial position, responsible management and investments in social and environmental projects. We are always seeking to develop and incorporate sustainable finance concepts into the process of designing and managing our products and services and in our relationships with clients and suppliers. We believe our admission to the sustainability indexes of both the New York Stock Exchange and B3 represents strong recognition of our success in implementing sustainability principles. As part of this strategy, we will continue to apply social-environmental risk analysis in financing and investment activities in accordance with international practices, including the Equator Principles which we signed up to in 2004. Corporate responsibility has always been one of our core principles as evidenced by the significant investments we have made in education since 1956 through Fundação Bradesco, which is present in every state in Brazil and the Federal District, with 40 schools primarily located in regions of high socioeconomic deprivation. Fundação Bradesco offers quality formal education, free of charge, to children and young people from early childhood to high school as well as professional high school education for young people and adults, as well as initial and continuing education for employment and income.

26 Form 20-F – December 2016

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	4.B. Business Overview
	Form 20-F

The following table shows selected financial data for our banking segment for the periods indicated.

Year ended December 31,	Banking - R$ in thousands
	2016	2015	2014
	2016	2015	2014
Statement of Income data
Net interest income	49,156,109	46,934,849	43,034,717
Impairment of loans and advances	(18,829,460)	(16,479,985)	(10,432,347)
Other income/(expenses) ⁽¹⁾	(13,034,164)	(31,200,150)	(21,285,902)
Income before income taxes	17,292,485	(745,286)	11,316,468
Income tax and social contribution	(7,995,420)	12,621,169	(771,896)
Net income for the year	9,297,065	11,875,883	10,544,572
Net income attributable to controlling shareholders	9,293,766	11,874,609	10,532,724
Net income attributable to non-controlling interest	3,299	1,274	11,848
Statement of Financial Position data
Total assets	921,916,290	894,579,942	872,867,916
Selected results of operations data
Interest and similar income
Loans and advances to banks	8,689,347	8,031,038	8,569,988
Loans and advances to customers	68,452,325	61,846,258	54,064,891
Financial assets	35,709,708	32,283,414	24,899,632
Compulsory deposits with the Central Bank	5,667,516	4,587,412	4,277,351
Other financial interest income	66,210	58,905	46,598
Interest and similar expenses
Deposits from banks	(30,542,950)	(31,212,421)	(26,429,261)
Deposits from customers	(15,462,989)	(12,392,644)	(11,903,447)
Funds from securities issued	(17,124,503)	(11,597,283)	(6,703,975)
Subordinated debt	(6,298,555)	(4,669,830)	(3,787,060)
Net interest income	49,156,109	46,934,849	43,034,717
Net fee and commission income	20,696,785	19,195,003	17,570,839
Note: Inter segment transactions have not been eliminated.
⁽¹⁾For additional information, see "Item 5.A. Operational Results".

30 Form 20-F – December 2016

Table of Contents


	4.B. Business Overview
	Form 20-F

December 31,	R$ in thousands, except %
December 31,	2016		2015		2014
Deposits from customers
Demand deposits	32,521,234	14.0%	23,012,068	11.8%	32,086,299	15.3%
Reais	30,936,451	13.3%	21,122,202	10.9%	31,113,116	14.8%
Foreign currency	1,584,783	0.7%	1,889,866	1.0%	973,183	0.5%
Savings deposits	97,088,828	41.7%	91,878,765	47.2%	92,154,815	43.9%
Reais	97,088,828	41.7%	91,878,765	47.2%	92,154,815	43.9%
Time deposits	103,137,867	44.3%	79,619,267	40.9%	85,790,391	40.8%
Reais	87,286,295	37.5%	53,932,917	27.7%	56,998,851	27.1%
Foreign currency	15,851,572	6.8%	25,686,350	13.2%	28,791,540	13.7%
Total	232,747,929	100.0%	194,510,100	100.0%	210,031,505	100.0%

32 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

Loans and advances to customers

The following table shows loans and advances to customers broken down by type of product and period:

December 31,	R$ in thousands
December 31,	2016	2015	2014
Loans and advances to individuals outstanding by type of operation
Other loans and advances to individuals	84,165,325	80,070,794	79,827,931
Housing loans	60,458,038	48,114,515	40,103,169
Onlending BNDES/Finame	35,816,560	38,158,108	42,168,754
Other corporate loans and advances	107,951,154	107,047,136	102,310,327
Rural loans	14,422,799	13,710,274	17,057,992
Leasing	2,738,611	3,072,777	4,319,149
Credit cards	37,407,733	30,943,428	28,072,447
Import and export financings	49,123,653	49,206,636	35,336,912
Total	392,083,873	370,323,668	349,196,681

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

December 31,	2016	2015	2014
Borrower size
Largest borrower	2.3%	2.8%	2.0%
10 largest borrowers	8.5%	9.2%	6.9%
20 largest borrowers	12.6%	13.3%	10.0%
50 largest borrowers	18.5%	19.5%	14.2%
100 largest borrowers	23.0%	23.8%	17.8%

Other loans and advances to individuals

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:

· personal loans with pre-approved overdraft facilities to be obtained through our branches, ATM network, call center, mobile and internet banking, with average repayment terms in four months with an average interest rate of 8.1% per month as of December 31, 2016. It also includes payroll-deductible loans to INSS pension plan beneficiaries and retirees and public servants and private sector employees;

· vehicle financings with average repayment terms of 12 months with an average interest rate of 1.7% per month as of December 31, 2016; and

· overdraft loans on checking accounts - "cheque especial," with average repayment terms of one month, at interest rates varying from 12.7% to 13.6% per month as of December 31, 2016.

As of December 31, 2016, we had outstanding personal loans, vehicle financings, and overdraft loans totaling R$84.2 billion, or 21.5% of our portfolio of loans and advances to customers.

Banco Bradesco Financiamentos ("Bradesco Financiamentos") offers direct-to-consumer credit 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 and public-sector employees (federal, state and municipal), military personnel and private-sector companies sponsoring plans, and other aggregated products (insurance, cards and others).

Housing loans

As of December 31, 2016, we had 162.6 thousand active financing contracts under mortgage or fiduciary disposal of real estate. The aggregate outstanding amount of our housing loans amounted to R$60.5 billion, representing 15.4% of our portfolio of loans and advances to customers.

Housing loans are carried out for the purpose of: (i) acquisition of residential and commercial real estate, and urban plots; and (ii) construction of residential and commercial developments.

33 Bradesco

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	4.B. Business Overview
	Form 20-F

Financing for the acquisition of residential real estate has a maximum term of up to 30 years and annual interest rates of 10.7% to 12.0% per annum, plus TR, while commercial real estate has a maximum term of up to ten years and annual interest rates of 13.0% to 15.0% p.a. plus TR.

Financing for construction, also known as the Businessman Plan, has a construction term of up to 36 months and interest rate of 12.0% to 16.0% per annum, plus TR, and a six-month grace period for the realization of transfers to borrowers. However, if the debt is not paid in full through the transfer of loans to the buyers of the units after construction is finished, the remaining balance must be paid by the builder within 36 months and at TR plus 16.0% to 18.0% per annum.

Central Bank regulations require us to provide at least 65.0% of the balance of savings accounts in the form of housing loans; 24.5% in compulsory deposit requirement and 5.5% in additional compulsory deposit requirement. The remaining balance should be allocated to cash and cash equivalents and/or other operations according to regulations in force.

BNDES onlending/FINAME

The government has certain products and programs to provide government-funded long-term loans with below-market or subsidized interest rates, focusing on economic development. We are structuring agents of BNDES funds, which is the development bank of the Brazilian government. We then on-lend these funds to borrowers in several sectors of the economy. We determine the spread on some of the loans based on the borrowers' credit. Although we bear the risk for these BNDES and FINAME onlending transactions, these transactions are always secured.

According to BNDES, in 2016, we disbursed R$7.7 billion, 46.2% of which was loaned to micro, small and medium-sized companies. Our BNDES onlending portfolio totaled R$35.8 billion as of December 31, 2016, and accounted for 9.1% of our portfolio of loans and advances to customers at that date.

Other corporate loans and advances

We provide traditional loans for the ongoing needs of our corporate customers. As of December 31, 2016, we had R$108.0 billion of outstanding other local commercial loans, accounting for 27.5% of our portfolio of loans and advances to customers. We offer a range of loans to our corporate customers based in Brazil, including:

· short-term loans of 29 days or less;

· working capital loans to cover our customers' cash needs;

· guaranteed checking accounts and corporate overdraft loans;

· discounting trade receivables, promissory notes, checks, credit card and supplier receivables, etc.;

· financing for purchase and sale of goods and services; and

· investment lines for acquisition of assets and machinery.

These lending products generally bear interest at a rate of 1.7% to 13.2% per month.

In addition to these loans, we also offer guarantees, which are a contractual commitment, in which we guarantee the fulfillment of the obligations to our customers (debtors) before third parties (beneficiaries).

Rural credit

We extend loans to the agricultural sector financed by compulsory deposits, or the Amount Subject to Compulsory Deposit Requirement (“VSR”), BNDES onlendings and our own funds, in accordance with Central Bank regulations. As of December 31, 2016, we had R$14.4 billion in outstanding rural credit, representing 3.7% of our portfolio of loans and advances to customers. In accordance with Central Bank regulations, loans arising from compulsory deposits are paid a fixed rate. The annual fixed rate was 9.5%, on average, as of December 31, 2016. Repayment of these loans generally coincides with agricultural harvest and principal is due when a crop is sold. For BNDES onlending for rural investment the term is no more than ten years with repayments on a semi-annual or annual basis. As security for such loans, we generally obtain a mortgage on the land where the agricultural activities being financed are conducted.

Since July 2012, Central Bank regulations require us to use at least 34.0% of the annual average (from June through May) of our VSR to provide loans to the agricultural sector.

34 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

Leasing

According to ABEL, as of December 31, 2016, our leasing companies were among the sector leaders, with a 19.7% market share. According to this source, the aggregate discounted present value of the leasing portfolios in Brazil as of December 31, 2016 was R$14.1 billion.

As of December 31, 2016, we had 20,094 outstanding leasing agreements totaling R$2.7 billion, representing 0.7% of our portfolio of loans and advances to customers.

The Brazilian leasing market is dominated by financial institutions, including companies affiliated with Brazilian and foreign manufacturers. Brazilian lease contracts generally relate to motor vehicles, computers, industrial machinery and other equipment.

Most of our leasing operations are financial (as opposed to operational). Our leasing operations primarily involve the leasing of trucks, cranes, aircraft, ships and heavy machinery. As of December 31, 2016, 50.7% of our outstanding leasing operations were for vehicles.

We conduct our leasing operations through our primary leasing subsidiary, Bradesco Leasing and also through Bradesco Financiamentos.

We obtain funding for our leasing operations primarily by issuing debentures and other securities in the domestic market.

As of December 31, 2016, Bradesco Leasing had R$101.9 billion of debentures outstanding in the domestic market. These debentures will mature in 2032 and bear monthly interests at the interbank interest rate (“CDI rate”).

Terms of leasing agreements

Financial leases represent a source of medium and long-term financing for Brazilian customers. Under Brazilian law, the minimum term of financial leasing contracts is 24 months for transactions relating to products whose average life of five years or less, and 36 months for transactions for those with an average useful life of five years or more. There is no legal maximum term for leasing contracts. As of December 31, 2016, the remaining average maturity of contracts in our lease portfolio was approximately 57 months.

Targeted Production Microcredit

We offer a product named “targeted production microcredit” to formal and informal entrepreneurs, in accordance with Central Bank regulations requiring banks to use 2.0% of their cash deposits to provide microcredit loans. As of December 31, 2016, we had 10,009 microcredit loans outstanding, totaling R$23.4 million.

In accordance with Central Bank regulations, consumer microcredit operations are charged up to a maximum effective interest rate of 2.0% per month. However, microcredit loans for certain types of business or specific products (“microcrédito produtivo orientado”) have a maximum effective interest rate of up to 4.0% per month. The CMN requires that the maximum amount loaned to a borrower be limited to (i) R$2,000 for low income individuals in general (consumer microcredit); (ii) R$5,000 for individuals or legal entities engaged in a productive activity of professional, commercial or industrial nature, provided that the sum of the value of the operation and the balance of other credit operations does not exceed R$40,000; and (iii) R$15,000 for our microcrédito produtivo orientado transactions. In addition, microcredit loans may not be for less than 120 days, and the origination fee must be up to 2.0% of the loan value for individuals and up to 3.0% for microentrepreneurs[...].

Credit cards

We offer a range of credit cards to our clients including Elo, American Express, Visa, MasterCard brands and private label cards, 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

35 Bradesco

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	4.B. Business Overview
	Form 20-F

· interest on cash advances to cover future payments owed to establishments that accept credit cards.

We offer our customers the most complete line of credit cards and related services, including:

· cards issued for use restricted to Brazil;

· credit cards accepted nationwide and internationally;

· credit cards directed toward high net worth customers, such as Gold, Platinum, Infinite/Black and Nanquim from Elo, 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;

· co-branded credit cards, which we offer through partnerships with companies;

· "affinity" credit cards, which we offer through associations, such as sporting clubs and non-governmental organizations; and

· private label credit cards, 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, among others.

We hold 50.01% of the shares of Elopar, an investment holding company which investments include Alelo (benefit cards, pre-paid and money card), Livelo (coalition loyalty program), Stelo (digital portfolio for online purchases), as well as participations in Elo Serviços (brand) and Banco CBSS and Ibi Promotora (stores for sales of cards, personal credit, consigned credit and other products). We hold 30.06% of the shares of Cielo S.A.

We also have a card business unit abroad, Bradescard Mexico, which has a partnership with C&A and also with Suburbia stores of the Walmex Group and the LOB and Bodega Aurrera store chains.

With the acquisition of HSBC Brasil, our credit card portfolio was expanded, consolidating our position in the domestic financial market.

As of December 31, 2016, we had several partners with whom we offered co-branded, affinity and private label/hybrid credit cards. These relationships have allowed us to integrate our relationships with our customers and offer our credit card customers banking products, such as financing and insurance.

The following table shows our volume of transactions and total number of transactions of credit cards for the years indicated:

	In millions
	2016	2015	2014
Volume traded - R$	159,172.5	140,063.8	131,999.9
Number of transactions	1,784.0	1,530.3	1,423.4

Import and Export Financing

For information on Import and Export Financing, see "Item 4.B. Business Overview – Foreign branches and subsidiaries.”

Cash Management Solutions

Management of accounts payable and receivable - In order to meet the cash management needs of our customers in both public and private sectors, we offer many solutions for managing accounts payable and receivable, supported by our network of branches, bank correspondents and electronic channels, all of which aim to improve speed and security for customer data and transactions. The solutions provided include: (i) receipt and payment services and (ii) resource management, enabling our customers to pay suppliers, salaries, and taxes and other levies to governmental or public entities. These solutions, which can also be customized, facilitate our customers' day-to-day tasks and help to generate more business. We also earn revenues from fees and investments related to collection and payment processing services and, also by funds in transit received up to its availability to the related recipients.

Solutions for receipts and payments - In 2016, we processed 1.6 billion receipts, for the payment of taxes, utility bills (such as water, electricity, telephone and gas), checks custody service, identified deposits and credit orders via our credit order by teleprocessing system “OCT.” In 2016, the number of documents processed through virtual means (Pag-For Bradesco, Net Empresa and Online Tax Payment) was 862 million.

36 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

Global Cash Management - Global Cash Management aims at structuring solutions to foreign companies operating in the Brazilian market and Brazilian companies making business in the international market. By way of customized solutions, partnerships with international banks and access to the Society for Worldwide Interbank Financial Telecommunication (SWIFT) network, we offer products and services for carrying out the cash management of these companies.

Niche Markets - We operate in various niche markets, such as education, health, condominiums, country clubs, expeditors and driving schools, transportation, franchising, and religion, among others, where our clients have the support of a specialized team with the mission of structuring custom solutions that add value to their business.

As an example, the Franchising & Business niche has a team of franchising specialists that, through their relationship with franchising companies, identify opportunities for financing and providing services to all franchisees and their employees. The partnership with the franchise networks occurs through structured commercial activities in synergy with the managing departments, commercial segments, and affiliated companies. The focus on the peculiarities of this sector creates a competitive and sustainable position by structuring appropriate solutions and, in particular, through the strategy of providing differentiated and specialized service. We have approximately 400 agreements in place with franchising companies, generating numerous opportunities to open new current accounts and leveraging business with the respective franchisees.

Another important feature in this area is the support we provide towards the development of Local Production Arrangements (“APLs”), by providing service to businesses and assistance to these clients. Participating in an APL strengthens the companies, because together they can form an articulated and important group for local development, allowing for greater competitive and sustainable advantages for micro and small businesses. Currently, we service 417 APLs throughout the country.

Public authority solutions

We have a specific area dedicated to serving public administration, which offers specialized services aimed at identifying business opportunities and structuring customized solutions to entities and bodies of the Executive, Legislative and Judiciary branches at federal, state and municipal levels, in addition to independent governmental agencies, public foundations, state-owned and mixed companies, the armed forces (army, navy and air force) and the auxiliary forces (federal and state police forces).

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

Our relationships with such public authorities are developed and maintained by specialized business managers located in distribution platforms throughout the country, which can be identified on our website.

In 2016, we took part in bidding processes sponsored by the Brazilian government and were successful in 95.0% of these processes. Furthermore, we continue to be leaders in payments of INSS benefits, with more than 10.1 million retirees and pensioners.

Asset management and administration

BRAM manages third-party funds through:

· mutual funds;

· individual and corporate investment portfolios;

· pension funds, including assets guaranteeing the technical provisions 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) and FIIs (Real Estate Investment Funds).

37 Bradesco

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	4.B. Business Overview
	Form 20-F

Management of funds and portfolios - On December 31, 2016, BRAM managed 1,235 funds and 210 portfolios, providing services to 3.0 million investors. Among its biggest customers are all the main segments of Bradesco, like Prime, Corporate, Private, Varejo (Retail), Bradesco Empresas (for more information on our segmentation, see “Segmentation of clients”) and Grupo Bradesco Seguros, in addition to institutional investors in Brazil and abroad, and various family offices.

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

Equity under Management by Type of Investment as of December 31,	R$ in thousands
	2016	2015
Investment Funds
Fixed income	519,945,330	364,942,372
Variable income	7,108,509	2,956,294
Third party share funds	42,432,619	27,917,866
Total	569,486,458	395,816,532
Managed Portfolios
Fixed income	33,083,205	32,797,032
Variable income	7,097,555	4,896,936
Total	40,180,760	37,693,968
Overall Total	609,667,218	433,510,500

As of December 31,	2016		2015
	2016		2015
	Number	Quotaholders	Number	Quotaholders
Investment Funds	1,235	3,005,799	927	2,672,593
Managed Portfolios	210	210	146	95
Overall Total	1,445	3,006,009	1,073	2,672,688

Administration of funds and portfolios - On December 31, 2016, BEM and us administered 2,656 funds and 306 portfolios, providing services to 3.0 million investors. These funds comprise a wide group of fixed-income, non-fixed income, investments abroad and multimarket funds, among others.

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

38 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

Equity under Administration by Type of Investment as of December 31	R$ in thousands
	2016	2015
Investment Funds
Fixed income	669,657,368	485,125,394
Variable income	31,389,907	21,295,410
Third party share funds	7,710,418	3,922,457
Total	708,757,693	510,343,261
Managed Portfolios
Fixed income	33,083,205	32,797,032
Variable income	7,097,555	4,896,936
Third party share funds	7,550,131	2,246,577
Total	47,730,891	39,940,545
Overall Total	756,488,584	550,283,806

As of December 31,	2016		2015
	2016		2015
	Number	Quotaholders	Number	Quotaholders
Investment Funds	2,656	3,034,787	2,054	2,710,988
Managed Portfolios	306	1,188	320	1,138
Overall Total	2,962	3,035,975	2,374	2,712,126

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 our investment bank, “Bradesco BBI” originates and executes mergers and acquisitions, and originates, structures, syndicates and distributes fixed-income and equity capital market transactions in Brazil and abroad.

In 2016, Bradesco BBI advised customers on 283 transactions across a range of investment banking products, totaling R$209.8 billion.

Equities and public offerings - Bradesco BBI coordinates and places public offerings of shares in local and international capital markets and intermediates public tender offers. Bradesco BBI ended 2016 with a significant presence in the IPOs and Follow-ons by Brazilian issuers. Bradesco BBI participated as coordinator and joint bookrunner in eight offers, which represented an aggregate volume of R$9.1 billion; Coordinator for the cancellation of DASA’s registration (deal value of R$837.1 million); Coordinator for the takeover of Tempo Participações (deal value of R$318.2 million); Bookrunner in the follow-on of Rumo Logística (deal value of R$2.6 billion); Bookrunner in the re-IPO of Energisa (deal value of R$1.5 billion); Coordinator for the cancellation of Évora’s registration (deal value of R$110.9 million); Bookrunner in the follow-on of CVC (deal value of R$1.2 billion); Coordinator for the takeover of Alpargatas (deal value of R$499.5 million); and leading Coordinator of SANEPAR bid (deal value of R$2.0 billion).

Fixed income - After having been engaged in a number of transactions throughout the year of 2016, Bradesco BBI closed in 2016 in a strong position in fixed income operations. For the year ending December 31, 2016, Bradesco BBI was the market leader in terms of value, according to ANBIMA’s origination and distribution fixed income ranking. In the period, it coordinated 89 domestic-market offerings totaling more than R$21.8 billion. In the international broker-dealer market, Bradesco BBI is continuously expanding its presence. In 2016, it acted as “joint bookrunner” for 13 bond issues. In 2016, Bradesco BBI won “The Best Investment Bank” in Brazil Award by Euromoney magazine and by Global Finance, in addition to being elected the most innovative bank by The Banker.

Structured operations - Bradesco BBI offers customized financial solutions for its customers in terms of their needs such as: investments, acquisitions, corporate reorganization, share repurchase, improved financial ratios, capital structure streamlining, and assets and risk segregation, by offering a number of funding tools to companies. Additionally, Bradesco BBI has a strong presence in the acquisition finance segment and in securitization (CRIs - Certificates of Real Estate Receivables, CRAs - Certificates of Agribusiness Receivables and FIDCs – Fundos de Investimento em Direitos Creditórios). In 2016, Bradesco BBI also held a leading position in the securitization ranking published by ANBIMA, as a result of structuring 25 operations with a total value of R$4.1 billion.

39 Bradesco

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	4.B. Business Overview
	Form 20-F

Mergers and acquisitions - Bradesco BBI provides advisory services to important customers in merger, acquisition, including corporate sale transactions, private placements, forming joint ventures, financial and corporate restructuring, and privatizations. In 2016, Bradesco BBI was rated as the leader in the ranking of mergers and acquisitions in Brazil, as disclosed by ANBIMA. During the year, Bradesco BBI advised on 17 transactions with a disclosed value of R$70.3 billion.

Project finance - Bradesco 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. As of December 31, 2016, Bradesco BBI was involved in providing financial advice and structuring for approximately 154 projects totaling R$108.7 billion in investments.

Intermediation and trading services

Bradesco S.A. CTVM, or "Bradesco Corretora," operates in the financial market, and has as its objective the mediation of the purchase and sale of shares, commodities futures contracts, financial assets, indexes, options, share rental, and forward contracts, in the primary and secondary market. It also offers a wide range of products such as Investment Clubs, government securities through Tesouro Direto (Treasury Direct), and is admitted to negotiations in B3 and in the organized over-the-counter market, which are tailored to the needs of high net-worth individuals, major corporations and institutional investors.

In 2016, Bradesco Corretora traded R$171.0 billion in the B3 equities market and the exchange ranked it 7th in Brazil in terms of total trading volume.

In addition, in the same period, Bradesco Corretora traded 25.4 million futures, terms, swaps and options totaling R$2.2 trillion on the B3. In 2016, Bradesco Corretora ranked 14^th in the Brazilian market, in relation to the number of futures contracts, terms, swaps and options executed.

Bradesco Corretora was awarded by B3, within the Operational Qualifying Program (PQO), four excellence seals (Carrying Broker, Agro Broker, Retail Broker and Execution Broker), indicating the high quality of its future market transactions. Bradesco Corretora is also certified by CETIP (Clearing House for the Custody and Financial Settlement of Securities, currently “B3”).

Bradesco Corretora offers its clients the possibility to trade securities on the Internet through its "Home Broker" service. In 2016, "Home Broker" trading totaled R$14.6 billion, or 1.9% of all Internet transactions on B3, and Bradesco Corretora was the 15th largest Internet trader in the Brazilian market.

Bradesco Corretora has a full range of services in investment analysis with coverage of the main sectors and companies of the Brazilian market. With a team of 33 analysts, it is composed of sector specialists who fairly disclose their opinions to the customers by way of follow-up reports and instruction guides, with a wide range of projections and comparison multiples. Bradesco Corretora also has a team of its own economists dedicated to the customers' specific demands, focused on the stock market. Over 500 reports, in English and Portuguese, are forwarded on a monthly basis to the most important investors domiciled in Brazil, the United States, Europe and Asia.

Bradesco Corretora also operates through Bradesco Corretora offices located throughout Brazil. This is another service channel, where certified professionals guide clients interested in performing the purchase and sale of shares and other products.

Bradesco Corretora offers its services as a representative of non-resident investors for transactions in the financial and capital markets, in accordance with CMN Resolution No. 4,373/14. For more details of CMN Resolution No. 4,373/14, see "Item 10.D. Exchange Controls."

Capital markets solutions

In 2016, we were one of the main providers of capital markets services and we maintained our leadership position in the domestic market according to the ANBIMA’s ranking of custody of assets.

Among the main services we offer in this segment, we highlight: qualified custody of securities for investors and issuers, administrators of investment funds, clubs and managed portfolios; bookkeeping of securities (shares, BDRs - Brazilian Depositary Receipts, quotas of investment funds, CRIs - Certificates of Real Estate Receivables and debentures); custody of shares backed by DR - Depositary Receipts, loan of shares, liquidating bank, depositary (Escrow Account - Trustee), clearing agent, tax and legal representation for non-resident investors, and fiduciary administration for investment funds.

We have twelve Quality Management System ISO 9001:2008 certifications and three data protection GoodPriv@cy certifications. We also hold an ISAE 3402 (International Standard on Assurance Engagements) certification, which comprises assurance reports on controls at a service organization under international standards. These certifications expand the structures of controls, increasing the level of effectiveness and quality of processes.

40 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

As of December 31, 2016, the set of the services provided by us, which we call “Bradesco Custódia” was composed of:

· custody and controllership services for investment funds and managed portfolios involving:

· R$1.3 trillion in client assets under custody;

· R$1.9 trillion in total shareholders’ equity of investment funds and managed portfolios which used our controllership services; and

· R$83.4 billion in market value, related to 23 ADR programs and 4 GDR (Global Depositary Receipts) programs.

· fiduciary administration for third party funds:

· R$298.3 billion total shareholders’ equity of third-party investment funds under fiduciary administration by BEM.

· securities bookkeeping:

· 242 member companies of the Bradesco Book-entry Stock System, with 4.3 million shareholders;

· 327 companies with 441 issues in the Bradesco’s Book-Entry debentures system (value of R$319.7 billion);

· 681 investment funds in the Bradesco Book-Entry Wuotas System (value of R$71.1 billion); and

· we managed 36 BDR (Brazilian Depositary Receipts) programs, with a market value of R$2.1 billion.

· depositary (Escrow Account)

· 10,882 contracts, with a financial volume of R$15.2 billion.

In December 2014, the CVM issued Instruction No. 555/14 which regulates the establishment, management, operation, and disclosure of information on investment funds, fully repealing Instruction No. 409/04. Said Instruction came into effect in October 2015 and granted an adaptation period of regulations of pre-existing funds until June 2016. In this period, several investment funds were adapted, managed by BEM and by us.

In March 2015, the CVM published Instruction No. 558/15, which repealed Resolution No. 142/92 and Instructions Nos. 306/99, 364/02, and 448/07. This Instruction establishes the minimum requirements for the professional exercise of securities portfolio management and came into effect in January 2016with a transitional period expiring in June 2016. As a result of the provisions of this standard, in accordance with our governance policies, we established that BRAM would be responsible for managing funds and that we would be responsible for the provision of fiduciary management services and BEM.

In July 2016, the CVM issued Instruction No. 577/16, which amends the Accounting Plan of Investment Funds (“COFI”), as an appendix of Instruction No. 438/06, from July 2006. This instruction came into effect on its date of issue, applied to the fiscal years beginning in or after January 2017. As a result of the provisions of this instruction, all existing assets in investment fund portfolios regulated by Instruction No. 555/14 are evaluated at fair value.

In August 2016, the CVM amended the rules governing private equity investment funds by issuing Instructions Nos. 578/16 and 579/16, which deal respectively with the establishment, operation, management, and preparation and disclosure of the financial statements of these funds. These standards fully repeal Instructions Nos. 209/94, 225/94, 236/95, 253/96, 278/98, 363/02, 368/02, 391/03, 406/04, 453/07, 460/07, 496/11, 501/11, 535/13, 540/13, and some provisions of Instructions Nos. 435/06, 450/07, and 498/11. According to Instruction No. 578/16, private equity funds may invest in overseas funds, acquire simple debenture, and make an advance for future capital increase. Pre-existing funds must adapt their regulations by August 2017 or earlier, in the event of a public or restricted offer of shares. The Instruction No. 579/16 came into effect on its date of issue, applied to the accounting periods beginning in or after January 2017. The main change introduced by this instruction is the concept of an investment entity, determining that funds classified under this condition must evaluate their assets at fair value, and the appraisal report may be drafted by the manager. If it is not an investment entity, assets are to be evaluated according to the equity method of accounting.

41 Bradesco

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	4.B. Business Overview
	Form 20-F

International banking services

As a private commercial bank, we offer a wide range of international services, such as foreign trade finance and foreign currency loans, foreign exchange operations and international sureties, lines of credit and banking. As of December 31, 2016, our international banking services included:

Branches:

· one in New York City;

· one in the Cayman Islands; and

· one in London.

Subsidiaries:

· one in London: Bradesco Securities U.K., named "Bradesco Securities U.K.;"

· one in the Cayman Islands: Cidade Capital Markets Ltd., or "Cidade Capital Markets;"

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

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

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

· one in Mexico: Bradescard México, Sociedad de Responsabilidad Limitada, or "Bradescard México;"

· two in Hong Kong: (i) Bradesco Trade Services Ltd. or "Bradesco Trade;" and (ii) Bradesco Securities Hong Kong or "Bradesco Hong Kong;" and

· three in New York: (i) Bradesco Securities Inc. or “Bradesco Securities U.S.;” (ii) Bradesco North America LLC or “Bradesco North America;” and (iii) BRAM US LLC.

Our international and foreign exchange department in Brazil coordinates our international transactions with support from 30 operational units specializing in foreign exchange and trade businesses located at major exporting and importing areas nationwide.

Revenues from Brazilian and foreign operations

The table below breaks down revenues (interest and similar income, and fee and commission income) from our Brazilian and foreign operations for the periods shown:

For the years ended December 31,	2016		2015		2014
For the years ended December 31,	R$ in thousands	%	R$ in thousands	%	R$ in thousands	%
Brazilian operations	164,975,062	98.2%	141,487,792	97.6%	118,500,386	98.2%
Overseas operations	3,066,400	1.8%	3,417,333	2.4%	2,152,690	1.8%
Total	168,041,462	100.0%	144,905,125	100.0%	120,653,076	100.0%

Foreign branches and subsidiaries

Our foreign branches and subsidiaries principally provide financing in foreign currency (particularly foreign trade finance operations) to Brazilian and non-Brazilian customers. Total assets of the foreign branches, excluding intra-group transactions, were R$56.6 billion, as of December 31, 2016, denominated in currencies other than the real.

Funding required for financing or Brazilian foreign trade is primarily obtained from the international financial community, through credit lines granted by correspondent banks abroad. We issued debt securities in international capital markets as an additional source of funding, which amounted to US$1.9 billion in 2016.

The following is a brief description of our subsidiaries abroad:

Bradesco Europa - Through its unit in Luxembourg and its branch in London, it is also dedicated to providing additional services to clients of the private banking segment. As of December 31, 2016, its total assets were R$11.7 billion.

Bradesco Argentina - It was set up with the purpose of granting financing, largely to companies based in Brazil with local establishments and, to a lesser extent, to companies based in Argentina doing business with Brazil. As of December 31, 2016, Bradesco Argentina had R$145.8 million in assets.

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4.B. Business Overview
Form 20-F

Cidade Capital Markets – In February 2002, Bradesco acquired Cidade Capital Markets in Grand Cayman, through to the acquisition of its parent company in Brazil, Banco Cidade. As of December 31, 2016, Cidade Capital Markets had R$134.2 million in assets.

Bradesco Securities (U.S., U.K. and H.K.) - Bradesco Securities, our wholly owned subsidiary, is a broker dealer in the United States, England and Hong Kong:

· Bradesco Securities U.S. focuses on facilitating the purchase and sale of shares, primarily in the form of ADRs and common shares. It is also an authorized dealer in bonds, commercial paper and deposit certificates, among other securities, and may provide investment advisory services. As of December 31, 2016, Bradesco Securities U.S. had assets of R$113.8 million;

· Bradesco Securities U.K. focuses on the intermediation of equities and fixed income operations for Brazilian companies with global institutional investors. As of December 31, 2016, Bradesco Securities U.K. had assets of R$26.8 million; and

· Bradesco Securities H.K. focuses on the trading of ADRs and public and private securities issued by Brazilian companies to global institutional investors. As of December 31, 2016, Bradesco Securities H.K. had assets of R$19.9 million.

BRAM U.S. LLC – It manages funds and portfolios of investments dedicated to American investors. On December 31, 2016, its assets totaled R$600 thousand.

Bradesco North America LLC – It serves as a holding company for our investments in non-bank businesses in the United States. As of December 31, 2016, its total assets were R$2.5 million.

Bradesco Services Japan – It was incorporated to provide support and specialized services to the Brazilian community in Japan, including remittances to Brazil and advice regarding investments within Brazil.

Bradesco Trade Services – A non-financial institution and a subsidiary of our branch in the Cayman Islands, which we incorporated in Hong Kong in January 2007, in partnership with the local Standard Chartered Bank.

Bradescard Mexico – The business cards unit maintains a partnership with the chain of C&A stores, and also with the Suburbia stores, of the Walmex Group, and with the chains of LOB and Bodega Aurrera stores. As of December 31, 2016, its assets totaled R$630.5 million.

Banking operations in the United States

In January 2004, the United States Federal Reserve Bank authorized us to operate as a financial holding company in the United States. As a result, we may do business in the United States directly or through a subsidiary, and, among other activities, may sell 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.

In import financing/refinancing, we directly transfer funds in foreign currency to foreign exporters, pegging the payment in local currency by Brazilian importers. In export finance, exporters obtain advances 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 Export Financing Program with rate equalization – “PROEX.”

Our foreign trade portfolio is funded primarily by credit lines from correspondent banks. We maintain relations with various American, European, Asian and Latin American financial institutions for this purpose, using our network of approximately 1,503 correspondent banks abroad, 62 of which extended credit/guarantee lines as of December 31, 2016.

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4.B. Business Overview
Form 20-F

The following table shows the composition of our foreign trade asset portfolio as of December 31, 2016. This portfolio includes operations with and without credit features and off-balance sheet operations:

2016	R$ in thousands
2016	R$ in thousands
Export financing
Advance on foreign exchange contracts – undelivered bills	8,531,125
Advance on foreign exchange contracts – delivered bills	589,599
Export prepayment	14,129,917
Onlending of funds borrowed from BNDES/EXIM	4,161,375
Proex - Rate Equalization Program	39,670
NCE/CCE (Exports Credit Note/Exports Credit Certificates)	18,371,223
Total export financing	45,822,909
Import financing
Import financing – foreign currency	4,463,449
Exchange discounted in advance for import credit	2,644,269
Import credit opened	329,015
Total import financing	7,436,733
International guarantees	3,912,721
Total foreign trade portfolio	57,172,363

Foreign exchange products

In addition to import and export financing, our customers have access to a range of services and foreign exchange products such as:

· WEB exchange contracts;

· collecting import and export receivables;

· cross border money transfers;

· advance payment for exports;

· accounts abroad in foreign currency;

· domestic currency account for foreign domiciled customers;

· cash holding in other countries;

· structured foreign currency transactions: through our overseas units;

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

· working capital loans abroad;

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

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

· purchasing and selling of foreign currency paper money and traveler’s checks;

· cashing checks denominated in foreign currency; and

· clearance certificate (international financial capacity certificate).

Consortia

In Brazil, persons or entities that wish to acquire certain goods may set up a group known as a "consortium.” Consortia in Brazil are made up of pooled funds for the purpose of financing an acquisition. Consortia that are formed for the purchase of real estate, vehicles, trucks/tractors/machines and equipment, have a fixed term and quota, both previously determined by its members, and are run by an administrator.

Bradesco Administradora de Consórcios and Kirton Administradora de Consórcio administer groups of consortia and, as of December 31, 2016, registered total sales of 1,334,239 outstanding quotas; net income of R$1.1 billion; and fees from consortiums of R$1.5 billion. Both companies also administer a total volume of transactions of over R$63.3 billion.

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	4.B. Business Overview
	Form 20-F

Insurance, pension plans and capitalization bonds

We offer a range of products and services to our clients, including life, health, accident and vehicles and property insurance, both to individuals and companies; supplementary pension plans, individual and corporate, as well as the capitalization securities, through our extensive distribution network.

The following table shows selected financial data for our insurance, pension plans and capitalization bonds segment for the periods indicated.

As of and for the year ended December 31,	Insurance, pension plans and capitalization bonds - R$ in thousands
As of and for the year ended December 31,	2016	2015	2014
Statement of Income data
Net interest income	5,374,229	5,973,694	4,556,146
Other income and expenses ⁽¹⁾	4,190,317	2,539,976	2,742,922
Income before income taxes	9,564,546	8,513,670	7,299,068
Income tax and social contribution	(3,915,822)	(3,192,918)	(2,843,493)
Net income for the year	5,648,724	5,320,752	4,455,575
Net income attributable to controlling interest	5,550,662	5,215,765	4,354,752
Net income attributable to non-controlling interest	98,062	104,987	100,823
Statement of Financial Position data
Total assets	266,642,197	209,789,872	181,949,261
Selected results of operations data
Income from insurance and pension plans
Written premiums	62,470,571	55,920,681	47,745,885
Pension plan contributions	3,679,922	3,795,219	3,724,762
Coinsurance premiums ceded	(70,862)	(88,612)	(135,728)
Premiums returned	(746,244)	(522,309)	(525,895)
Reinsurance premiums	(306,265)	(344,199)	(354,041)
Premiums retained from insurance and pension plans	65,027,122	58,760,780	50,454,983
Changes in the insurance technical provisions and pension plans	(32,781,918)	(28,286,039)	(24,008,174)
Retained claims	(24,542,433)	(21,724,043)	(18,143,688)
Selling expenses for insurance and pension plans	(3,547,008)	(3,254,551)	(2,892,373)
Income from insurance and pension plans	4,155,763	5,496,147	5,410,748
Note: Inter segment transactions have not been eliminated.
⁽¹⁾For additional information, see "Item 5.A. Operational Results".

Insurance products and services

We offer insurance products through different segments, which we refer to collectively as "Grupo Bradesco Seguros." Grupo Bradesco Seguros is leader in the Brazilian insurance market and is present in all regions of the country. It comprises the following companies: Bradesco Auto/RE, Bradesco Capitalização, Bradesco Saúde/Dental, and Bradesco Vida e Previdência, which allows for a wide range of operations in the insurance market. The products offered in the company’s portfolio, divided by segments or client profile, in our service channels are:

· life and personal accident insurance;

· health insurance;

· automobiles, property/casualty and liability insurance;

· reinsurance;

· pension plans; and

· capitalization bonds.

46 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

Life and personal accident insurance

We offer life and personal accident insurance, as well as insurance against miscellaneous events, such as job loss, through our subsidiary Bradesco Vida e Previdência. As of December 31, 2016, there were 32.0 million life insurance policyholders.

Health insurance

The health insurance policies cover medical/hospital expenses. We offer health insurance policies through Bradesco Saúde and its subsidiaries for small, medium or large companies wishing to provide benefits for their employees.

On December 31, 2016, Bradesco Saúde and its subsidiary Mediservice Administradora de Planos de Saúde S.A (Mediservice) had more than 4.1 million beneficiaries covered by company plans and individual/family plans. Approximately 141 thousand companies in Brazil pay into plans provided by Bradesco Saúde and its subsidiaries, including 43 of the top 100 largest companies in the country.

Bradesco Saúde currently has one of the largest networks of providers of health services in Brazil. As of December 31, 2016, it included 10,221 laboratories, 15,673 specialized clinics, 12,499 physicians and 1,752 hospitals located throughout the country.

Automobiles, property/casualty and liability insurance

We provide automobile, property/casualty and 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 various property/casualty lines for individuals, our residential note ("Bilhete Residencial") is a relatively affordable and highly profitable product. For corporate customers, Bradesco Auto/RE offers Bradesco Seguro Empresarial (business insurance), which is adapted to meet our customers' and business needs. For corporate property/casualty and liability insurance, Bradesco Auto/RE has a specialized team that provides large business groups with services and products tailor-made to the specific needs of each policyholder. Top sellers in this segment are insurance policies for aeronautics, transportation, engineering, named operational and oil risks.

As of December 31, 2016, Bradesco Auto/RE had 1.5 million insured automobiles and 1.7 million property/casualty policies and notes, making it one of Brazil’s main insurers.

Reinsurance

Insurance companies must operate with reinsurers registered with SUSEP. In January 2007, Brazil's Congress enacted Supplementary Law No. 126/07, which abolished IRB-Brasil Re's monopoly and allowed three types of reinsurers referred to as "local," "admitted" and "occasional," thus opening up Brazil's reinsurance market for competition. Reinsurers classified as admitted and eventual, with their head office abroad, must meet specific minimum requirements, as provided for in legislation in force.

Under the same supplementary law, IRB-Brasil 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%, in the case of nuclear risks.

CNSP Resolution No. 241/11 was introduced so to enable the transfer of certain risks associated with reinsurance or retrocession operations with reinsurers not authorized by SUSEP.

CNSP Resolution No. 322/15, as endorsed with amendments made by CNSP Resolution No. 325/15, which amended article 14 of CNSP Resolution No. 168/07, such that the maximum currently allowed limit for which an insurer or reinsurance company based in Brazil may transfer risks to related companies or to companies headquartered abroad, belonging to the same financial conglomerate was 20.0% until December 2016, increasing to 30.0% from January 2017, then increasing the rate annually up to 75.0% beginning in January 2020. In addition, article 15, which provides for minimum compulsory contracting of 40.0%, of the transfer of reinsurance, with local reinsurers, was amended so as to provide an annual and gradual reduction of up to 15.0%, beginning in January 2020.

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	4.B. Business Overview
	Form 20-F

On December 31, 2016 there were 131 reinsurers authorized to operate in the Brazilian market, including IRB-Brasil RE and Lloyd's of London, and 25 reinsurance brokerage firms had the required authorization to intermediate reinsurance and retrocession operations.

In 2016, the Grupo Bradesco Seguros paid approximately R$306 million in reinsurance premiums. Almost all property and casualty lines, except for the automobile line, have reinsurance protection and the majority of them feature proportional and non-proportional plans per risk and/or event.

Senior Management is responsible for the reinsurance purchase policy and the approval of reinsurers with whom agreements are entered into. In addition to minimum legal and regulatory requirements, Senior Management considers certain other key parameters when choosing such partners, thus minimizing the credit risks inherent in the operation, such as: minimum rating A- (or equivalent) from rating agencies, except for local reinsurers 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 and optional agreements (proportional and non-proportional) is transferred 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.

Pension plans

We have managed individual and corporate pension plans since 1981 through our wholly-owned subsidiary Bradesco Vida e Previdência, which is now the leading pension plan manager in Brazil, as measured by investment portfolio and technical provision criteria, based on information published by Fenaprevi and SUSEP.

Bradesco Vida e Previdência offers and manages a range of individual and group pension plans. Our largest individual plans in terms of contributions known as VGBL and PGBL are exempted from withholding taxes on income generated by the fund portfolio.

As of December 31, 2016, Bradesco Vida e Previdência accounted for 27.0% of the pension plan and VGBL market in terms of contributions, according to SUSEP. As of the same date, Bradesco Vida e Previdência accounted for 29.7% of all supplementary pension plan assets under management, 28.5% of VGBL, 25.3% of PGBL and 48.0% of traditional pension plans, according to Fenaprevi.

Brazilian law currently permits the existence of both "open" and "closed" private pension entities. "Open" private pension entities are those available to all individuals and legal entities wishing to join a benefit plan by making regular contributions. "Closed" private pension entities are those available to discrete groups of people such as employees of a specific company or a group of companies in the same sector, professionals in the same field, or members of a union. Private pension entities grant benefits on the basis of periodic contributions from their members, or their employers, or both.

We manage pension and VGBL plans covering 2.6 million participants, 65.1% of whom have individual plans, and the remainder of whom are covered by company plans. The company’s plans account for 22.0% of technical reserves.

Under VGBL and PGBL plans, participants are allowed to make contributions either in installments or in lump-sum payments. Participants in pension plans may deduct the amounts contributed to PGBL up to 12.0% of the participant's taxable income when making their annual tax declaration. Under current legislation, redemptions and benefits are subject to withholding tax. VGBL plan participants may not deduct their contributions when declaring income tax. At the time of redemption, or when benefits are paid out, tax will be levied on these benefits, pursuant to current legislation.

VGBL and PGBL plans may be acquired by companies in Brazil for the benefit of their employees. In 2016, Bradesco Vida e Previdência managed R$129.7 billion in VGBL and R$25.5 billion in PGBL plans. Bradesco Vida e Previdência also managed R$28.0 billion in pension plans.

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

Bradesco Vida e Previdência earns revenues primarily from:

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4.B. Business Overview
Form 20-F

· pension and PGBL plan contributions, life insurance and personal accidents premiums and VGBL premiums;

· revenues from management fees charged to participants in accordance with mathematical provisions; and

· interest income.

Capitalization bonds

Bradesco Capitalização is the leader among private 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$10 to R$50,000), form of payment, contribution period, and periodicity of draws for cash prizes of up to R$5.0 million (net premiums). Plans are adjusted based on the Reference Rate (TR) plus approximately 0.5% per month over the value of the mathematical provision, which may be redeemed by the shareholder at the end of the grace period. As of December 31, 2016, we had around 7.1 million "traditional" capitalization bonds and around 12.1 million incentive capitalization bonds. Given that the purpose of the incentive capitalization bonds is to add value to the products of a partner company or even to provide an incentive for its customer to avoid delinquency, the plans are for short terms and grace periods with low unit sales value. At the end of 2016, Bradesco Capitalização had approximately 19.3 million capitalization bonds and 3.0 million customers.

The investment grade rating of Bradesco Capitalização on a domestic scale is "brAA-," assigned by Standard & Poor's rating agency.

Distribution channels of insurance products, pension plans and capitalization bonds

We sell our insurance products, pension plans and capitalization bonds through our website, through brokers based in our network of bank branches, and brokers throughout Brazil, all of whom are compensated on a commission basis. Our capitalization bonds are offered through our branches, the Internet, our call center, ATMs and external distribution channels.

The following table shows the distribution of sales of these products through our branches and outside our branches:

	% of total sales, per product
	2016	2015	2014
Insurance products
Sales through the branches	38.3%	38.0%	36.0%
Sales outside the branches	61.7%	62.0%	64.0%
Pension plans products
Sales through the branches	89.2%	87.9%	86.6%
Sales outside the branches	10.8%	12.1%	13.4%
Capitalization bonds
Sales through the branches	92.7%	87.0%	83.0%
Sales outside the branches	7.3%	13.0%	17.0%

49 Bradesco

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	4.B. Business Overview
	Form 20-F

Distribution channels

The following table shows our main distribution channels as of the dates indicated below:

Distribution Channels ⁽¹⁾ - Units	2016	2015	2014
Service Stations ⁽²⁾	60,610	65,851	75,176
Branches	5,314	4,507	4,659
PAs - Service Points ⁽³⁾	3,821	3,511	3,486
PAEs - ATMs located on a company´s premises	1,013	736	1,145
External ATM Network - Bradesco ^{(4) (5)}	186	627	1,344
Banco24Horas Network⁽⁴⁾	10,972	11,721	12,450
Bradesco Expresso (Banking Correspondents)	38,430	43,560	50,006
Bradesco Promotora de Vendas	797	1,175	2,073
Losango Customer Service Points	63	-	-
Branches/Subsidiaries abroad	14	14	13
ATMs	56,110	50,467	48,682
Bradesco Network	36,119	31,527	31,089
Banco24horas Network	19,991	18,940	17,593
⁽¹⁾ We offer products and services also through digital channels such as: (i) contact center; (ii) mobile app; and (iii) internet banking;
⁽²⁾ The decrease is related to: (i) the migration of “External ATM Network– Bradesco” to “Banco24Horas Network”; (ii) the deactivation of ATMs from “Banco24Horas Network”; and (iii) the reduction of Bradesco Expresso Network;
⁽³⁾ PA (Service Points): a result of the consolidation of PAB (Banking Service Branch), PAA (Advanced Service Branch) and Exchange Branches, according to CMN Resolution No. 4,072/12;
⁽⁴⁾ Including overlapping ATMs within Bradesco´s own network and Banco24Horas network; and
⁽⁵⁾ This decrease is related to the sharing of external network ATMs by the Banco24Horas network ATMs.

Partnerships with retail companies – Bradesco Expresso

“Bradesco Expresso” enables us to expand our share of the correspondent bank segment through partnerships with supermarkets, drugstores, grocery stores, department stores and other retail chains. These companies provide basic banking services like the receipt of utility bills, payment vouchers, withdrawals from current and savings accounts and social security benefits, and deposits, among others. The services are provided by employees at the relevant establishments, while decisions regarding granting of credit or opening of accounts are made by us.

The main services we offer through Bradesco Expresso are:

· receipt and submission of account application form;

· receipt and submission of loans, financing and credit card application form;

· withdrawals from checking accounts and savings accounts;

· Social Security National Service (INSS) benefit payments;

· checking accounts, savings accounts and INSS balance statements;

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

· prepaid mobile refill.

As of December 31, 2016, the Bradesco Expresso network totaled 38,430 service stations, of which 6,797 were new service stations, with an average of 39.3 million monthly transactions or 1.9 million transactions per business day.

Digital channels

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

Our challenge is to make the banking experience even more convenient, quick, and secure so that our diverse public can choose where they wish to access our new banking services, and also, to attract new people to our digital solutions.

Mobile devices have become a tool that is part of people’s day-to-day lives, which reinforces our role of constantly creating new possibilities in the channel and, thus, engage our clients to make easier and more secure transactions through Bradesco Celular.

50 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

In addition to traditional and consolidated service channels, such as Automatic Teller Machines (ATMs), telephone service, and Internet Banking, clients have access to an extensive portfolio of products and services through Bradesco Celular, available from the most simple to the most sophisticated devices.

Below is a brief description of our digital channels:

Social Networks - Since 2004, we have had a strong presence on Social Networks, monitoring our brand and our products and services, providing service to clients and non-clients 24 hours a day, seven days a week, with a 5-minute response time and a dedicated team, specialized in social media.

We have a relationship with digital content creators in Brazil, such as bloggers, vloggers, and other publishers 2.0. The goal of this activity is to open a direct dialogue with them and their audiences, significantly expanding the dissemination of products, services, and channels, and above all, to encourage the production of digital content in Brazil, strengthening this ecosystem and enhancing our profile in these networks.

Bradesco Celular - Our presences on mobile phones has been growing exponentially. Through apps for individuals and legal entities, we make payment transactions, transfers, balance inquiries, loans, and many other conveniences available. Clients that access their accounts through their mobile phone are not charged by their data package due to an agreement made with Brazil’s major mobile network operators.

Products and services available through Bradesco Celular include:

· Check Deposit via Mobile: revolutionary in Brazil, this service allows customers to deposit checks in a simple and innovative manner, through the capture of images by their smartphone cameras;

· Security Key (M-Token) integrated with the mobile device: is a security device store inside the phone that generates random combinations for the validation of transactions made through our digital channels;

· Payment with a barcode reader: to pay a bill, clients access our application and position the camera on the barcode, automatically accessing relevant payment information;

· Touch ID AND Fingerprint: the functionality is available on our apps for iPhones and Android with a digital reader. It allows the client to associate their digital finger-print to the four-digit password and to the security key, enabling faster and more practical access to the account using these apps;

· Bradesco Net Empresa Celular (Bradesco Net Company Mobile Banking): allows legal entities to manage their corporate banking at anytime and anywhere;

· DDA Authorization via SMS: service that enables paying or scheduling payments registered in the DDA by simply replying to an SMS;

· SMS Pay Bradesco: clients can pay or schedule utility bills of affiliated networks by replying via SMS;

· InfoCelular: sending alerts via SMS with information on current and savings accounts, as chosen by the client; and

· SMS Banking: through interactive messages, enables the client to make balance enquiries, check latest entries, credit limits, and refill prepaid mobile phones.

Internet - We were the first financial institution in Brazil to have an electronic address on the worldwide web and provide financial services to our clients through this channel, transforming our websites into important sources of information for clients and non-clients.

We divide our communication platform into two main areas of access and dissemination of content:

· Bradesco Institutional Website: simplified content and language adapted for digital media which provides clients and the public at large a wide range of information on various financial products and services. Currently, we have 40 institutional websites, where the public at large has access to content that is easy to access and locate, where they can clarify doubts ranging from how to open a checking account, services available in our branch network and remote channels, guidance on security, disclosure of social and environmental actions, specific investor publications, content on financial education, simulators, and responsible credit, among others; and

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	4.B. Business Overview
	Form 20-F

· Bradesco Internet Banking for Financial Services: our web portal includes 15 transactional sites, that enable banking transactions for our account holders, in a “secure access” environment that enables the execution of services and financial transactions. We provide various products and services that enable our clients to conveniently, quickly, and securely conduct operations such as the payment of bills, transfers between accounts, payment of taxes and obtaining personal credit, among others.

Currently, we own the “banco.bradesco” domain, making us one of the few Brazilian companies to own a top-level domain, or generic top-level domain ("gTLDs"), an initiative of the Internet Corporation for Assigned and Numbers ("ICANN"), a body responsible for internet protocols and which regulates addresses on the worldwide web. Our new website addresses makes the access to our content more practical and intuitive.

Self-service - Our self-service channel provides convenience to clients, promotes the migration of services and transactions from the branch environment, and enables the marketing of our products with the challenge of consolidation as a business channel.

Present throughout all regions of Brazil, there are 36,119 active ATMs in our network, 24,194 of which are contactless (79% of the points) and 58% of the points in branches with touchscreen, in addition to 19,991 ATMs in the Banco24Horas network, allowing our customer to make withdrawals, check balances, obtain statements, contract loans, pay bills, make transfers between Bradesco accounts and utilize DOC/TED, Prepaid Card, and Prova de Vida INSS (Proof of Life).

We have highly advanced security technology in our Automatic Teller Machines: biometric reading that identifies customers and authenticates ATM transactions works through a sensor/invisible light beam that captures the image of the vascular pattern of the palm of the hand.

The biometric reading enables our customers to, for example, carry out transactions without a card, by simply using the palm of their hand and their six-digit password, which represents convenience and speed in service without giving up security. In our own network it is possible to carry out all transactions without a card, while the Banco24Horas network currently only allows making withdrawals and checking balances without a card.

This security and speed resulted in a partnership with the INSS, allowing our retirees and pensioners to carry out the “Prova de Vida (Proof of Life)” automatically through the use of biometrics on ATM machines belonging to our network and to the Banco24Horas network, without the need to present a document to a teller, thus speeding up the process. Biometrics is available in 100% of ATM machines belonging to our own network and those of the Banco24Horas network.

Telephone services - Fone Fácil (Contact Center) - Fone Fácil Bradesco allows clients to bank by telephone, which can be accessed by choosing electronic service or personalized service.

In the electronic service, we provide a sophisticated service system powered by voice command, which provides clients the experience of doing what they want to do through simple voice commands, without the need for listening to various service options and having to choose them by typing the option on the telephone. The client can request the desired service directly.

In the personalized service, on the other hand, clients can rely on our financial specialists and digital convergence agents 24 hours a day, seven days a week, specializing in relations and business.

Through this channel we offer our main financial services, such as payments, transfers between Bradesco accounts, DOC/TED, investments, credit contracting, support and registration of the security device in the mobile phone, among others.

By calling Fone Fácil, clients can access other relationship centers, such as for credit cards, private pensions, and capitalization, credit, private and internet banking, among others.

In 2016, 94.0% of our banking transactions were performed through digital channels. The table below shows the number of operations carried out through digital channels:

52 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

Year ended December 31,	In millions of transactions		% Change
Year ended December 31,	2016	2015	% Change
Internet Individuals + Companies - with WebTA ⁽¹⁾	4,847	4,585	5.7%
ATMs	1,985	1,982	0.2%
Mobile Banking (Bradesco Celular)	5,446	3,664	48.6%
Telephone Banking (Fone Fácil)	231	278	(16.9)%
Total	12,509	10,509	19.0%
⁽¹⁾ WebTA is an internet file transmission service, to the Bank, carried out by corporate customers using Net Empresa.

Segmentation of Clients

We operate a model of client segmentation, which groups certain clients of the same profile together, thus furthering our ability to provide personalized service to our clients, in accordance with their needs.

Our five segments offer a range of products and differentiated services that are tailored to companies and individuals. We present below our segmentation of clients:

Client Segmentation

Corporations

Bradesco Corporate - Large companies, with annual revenues of more than R$250 million

Bradesco Empresas - Midsized companies, with annual revenues between R$30 million and R$250 million

Bradesco Varejo (Empresas e Negócios) - Small companies, with annual revenues of up to R$ 30 million

Individuals

Bradesco Private Bank - Clients with availability for investments as from R$5.0 million

Bradesco Prime - individuals with monthly income from R$10 thousand or availability of investment from R$100 thousand

Varejo Exclusive - Clients with a monthly income between R$4 thousand and R$9,999.99, or availability of investment from R$40 thousand.

Varejo Classic - Clients with a monthly income of up to R$ 3,999.99 or availability of investment of less than R$40 thousand.

Bradesco Corporate

The Corporate segment is responsible for serving 2,037 business groups in a range of large corporations and institutional investors (revenues over R$250.0 million/year). Its offices are located in the main financial centers, offering customized services with a global reach. Bradesco Corporate counts on a highly skilled team to fulfill customers´ needs through a wide portfolio of products, structured solutions and financial services.

Bradesco Empresas

Bradesco Empresas serves companies with annual revenues between R$30 million and R$250 million across its 70 business units located strategically in Brazil, in several Brazilian capitals. In addition to these units, it still has 98 “Office Spaces” in other strategic locations, not covered by Bradesco Empresas, in environments with specialized structures for the service of economic groups with a turnover of more than R$15 million/year and two High Middle I and High Middle II structures that serve clients with annual revenues of at least R$200 million, located in the capital of São Paulo.

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

Bradesco Private Bank

The sole purpose of Bradesco Private Bank is to advise high net-worth individuals, family-owned holding companies and investment companies with a high net availability for investments.

Through its open architecture model, it offers tailored products and services, including banking, advisory services, local and international asset allocation and portfolio management, as well as advice on choosing the best vehicles and investment structures for the perpetuation of the family’s estate. In addition, the client can access our entire structure, including credit, investment banking, brokerage, insurance, and pensions, among others.

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	4.B. Business Overview
	Form 20-F

Corporate risk management process

Risk management is of great strategic importance to us due to the increasing complexity of services and products and the globalization of our business. The market’s dynamism encourages Bradesco to engage in the continuous improvement of this activity.

We seek to exercise control over risks in an integrated and independent manner, preserving and valuing collective decision-making, devising and implementing methodologies, models, measurement and control tools. We also promote improvement among employees at all levels, from the business areas to the Board of Directors.

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 services and the profile of our activities.

Risk and Capital Management Structure

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

We have a committee named Integrated Risk Management and Capital Allocation Committee (“COGIRAC”), which is responsible for advising the Board of Directors on the performance of its roles in the management and control of risks and capital.

The committee is assisted by the Capital Management Executive Committee and the executive committees for risk management of: (i) Credit; (ii) Market and Liquidity; (iii) Operational and Socioenvironmental; and (iv) Grupo Bradesco Seguros and BSP Empreendimentos Imobiliários. There are 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 COGIRAC 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 is a continuous and evolving process of mapping, development, assessment and diagnosis through the use of models, instruments and procedures that require a high degree of discipline and control during the analysis of operations in order to preserve the integrity and independence of the processes.

We seek to control our exposure to credit risk, which mainly results from loans and advances, securities 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 independent and centralized credit risk measurement and control.

Our 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 due to expected and unexpected losses.

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.

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	4.B. Business Overview
	Form 20-F

Trading portfolio: comprises all operations involving financial instruments, including derivatives, held-for-trading or used to hedge other instruments in our own portfolio, which have no trading restrictions. Held-for-trading operations are those destined for resale, to obtain benefits from actual or expected price variations, or for arbitrage.

The trading portfolio is monitored by limits of:

· Value at Risk (VaR);

· stress;

· results; and

· financial exposure/concentration.

Banking portfolio: comprises transactions not qualifying for our trading portfolio, deriving from our other 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, the positions of the trading portfolio are discussed weekly by the Treasury Committee and the positions of the banking portfolio and liquidity reports are handled every fortnight by the Treasury Executive Committee for the Management of Assets and Liabilities. In both committees, the results and the risks are evaluated and the strategies are discussed. Both the governance process and the existing limits are validated by COGIRAC and submitted for approval by the Board of Directors, which are reviewed at least once a year.

In case of any risk limit breach monitored by the Integrated Risk Control Department, the head of the business unit in charge is informed of the limit usage and, in a timely manner, COGIRAC is called in order to make a decision. If the committee chooses to increase the limit and/or change or maintain the positions, the Board of Directors is called to approve a new limit or 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 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.

58 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

Liquidity risk is monitored daily by business and control areas and at meetings of the Treasury Executive Committee for Asset Liability Management, which controls liquidity reserves and maturity and currency mismatches. Additionally, monitoring activity is also conducted by COGIRAC.

In addition to the in-house control and monitoring methodology, as of October 2015, we began to measure and report to the Central Bank on the Short-Term Liquidity Ratio (“LCR”), in accordance with CMN Resolution No. 4,401/15 and the Central Bank Circular Letter No. 3,749/15.

Operational Risk

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

Operational Risk Management Process

We carry out operational risk process throughout the organization. This involves a number of areas, with specific responsibilities, thus ensuring an efficient structure, and operational risk is measured and controlled on a centralized and independent basis. Accordingly, the following procedures are carried out:

· identifying, assessing, and monitoring the operational risks inherent in our activities, as well as those related to new products/services and their adequacy to procedures and controls;

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

· ensuring the integrity of data from losses collected and provide analyses that offer quality information to several business areas/branches, aimed at improving operational risk management;

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

· evaluating, together with managers, the indicators, scenarios, and external data from operating losses in order to incorporate/adjust any processes and controls, as well as to quantify the impact on economic capital;

· assessing and calculating capital needs in connection with the operational risk in regulatory capital and economic visions; and

· preparing reports on the operational risk for submission to the Committees, to the Diretoria Executiva and related areas.

These procedures are supported by a number of internal controls, validated on an independent basis in relation to their effectiveness and operation, to ensure acceptable risk levels in our processes.

Operational risk is primarily controlled and followed up by an independent area, Integrated Risk Control Department is supported by a number of areas that integrate the management process of this risk.

The Integrated Risk Control Department is responsible for the coordination of the Internal Control and Operational Risk Commission (“CIRO”), which reports to CEROS. This commission is aimed at analyzing the behavior of the operational losses of the business areas/branches, the efficiency and effectiveness of the processes and controls adopted, the provision methodologies and their impact on the management of operational risk and evaluate indicators, scenarios, and external data from operating losses in order to incorporate/adjust eventually, processes and controls.

The Integrated Risk Control Department is the advisory unit of CEROS, whose objective is to advise the Diretoria Executiva on the performance of his duties relating to the management of operating risk, business continuity, socio-environmental risks, and conduct risk. The relevant issues debated in this instance are reported to COGIRAC, which reports to the Board of Directors.

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

Internal controls and compliance

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

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4.B. Business Overview
Form 20-F

Corporate Integrity Program

Our main corporate commitments to integrity are:

· to conduct our business and develop our various relationships based on ethics, integrity and transparency, concepts that permeate our organizational culture, whose values and principles are ratified by the Corporate and Sector-based Codes of Ethical Conduct and supported by Senior Management; and

· to prevent and combat all forms of corruption, especially bribery.

Such commitments are permanently sustained through the Corporate Integrity Program, which corresponds to a set of mechanisms and measures made up by the Ethical Code of Conduct, by Corporate Anticorruption Policies and Standards, and other standards, as well as procedures, processes, and control established therein, aimed at preventing, detecting, and remedying any harmful acts of corruption and bribery, including fraud against the Government.

The program, supported by the Ethical Conduct Committee and by the Board of Directors, determines the guidelines, responsibilities, procedures, and controls regarding gifts, freebies and entertainment, sponsorship, third parties and due diligence, bids with the Brazilian Government, political contributions, relationships with public agents, denunciations and non-retaliation against whistleblowers acting in good faith, in accordance with laws and regulations applicable in Brazil and in countries where we have business units.

In order to increase the effectiveness of the Corporate Integrity Program, it is continuously evaluated and improved. In this sense, in 2016 we completed a new mapping of corruption risks and its subsequent reevaluation in all facilities, including overseas units. We also provided classroom training on anticorruption to Senior Management, employees from areas with greater exposure to risk and third parties, as well as an interactive lecture on reputation for an exclusive public, as a pilot. And, as regards ethical conduct, the following was made available to our managers and employees: (i) the ‘Choices’ web series, comprising of seven training videos; (ii) the ‘Best Place’ video; and (iii) the ‘Freedom and Respect’ training video; on the portal of videos on the corporate intranet.

For 2017, we planned a series of activities aimed at strengthening all pillars of the program, among which we highlight the implementation of new controls concerning public agents, third parties, donations, and sponsorships, as well as the implementation of an automated risk monitoring system and controls based on specific metrics and indicators, in addition to innovative training following a new methodology.

Prevention of Money Laundering and Terrorism Financing Program

The Prevention of Money Laundering and Terrorism Financing Program is based on specific policies, principles, procedures and systems that establish guidelines to prevent and detect the utilization of our structure and/or our products and services for money laundering and terrorist financing purposes. This program is supported by the Prevention and Combat of Money Laundering and Terrorism Financing Executive Committee, which is responsible for assessing the work as to its effectiveness and the need to coordinate procedures and controls with regulations defined by the regulating bodies and best domestic and international practices. Any suspicious or unusual cases identified are forwarded to the Committee on Assessment of Suspicious Transactions, composed of a number of our areas, which assess the need for reporting to regulatory bodies.

Independent Validation of Management and Measurement Models of Risk and Capital

We employ internal models developed based on statistical, economic, financial, and mathematical theories and the expertise by specialists, whose purpose is to support and facilitate the structuring of issues, provide standardization and speed to decisions, and manage risks and capital.

In order to detect, mitigate and control risks inherent in our models, which are associated with potential adverse consequences arising from decisions based on incorrect or obsolete models, inadequate calibration of models and failures in the development state or inappropriate use, there is the process of independent validation, which evaluates these aspects, challenging the methodology, the assumptions adopted, the date used, the use of models, as well as the robustness environment in which they are implanted, with results being reported to managers, Internal Audit, the Compliance and Internal Control Committee (“CCIC”) and COGIRAC.

Treasury activities

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	4.B. Business Overview
	Form 20-F

The Treasury Department main objective is maximizing results with available resources and managing risks, by complying with the limits set forth by our Senior Management and the guidelines issued by our integrated risk control unit.

The main activities are as follows:

· planning and managing our local and foreign currency cash flows;

· proposing and observing our asset and liability management strategy;

· managing maturity, rate and liquidity gaps arising from our activities;

· calculating costs of operations from both the assets and liabilities sides;

· getting price estimates and managing our commercial operations that involve risks such as: market, interest rate, foreign exchange, commodities and price index risks;

· performing proprietary trading operations aimed at taking opportunities found in the range of our prospective scenario and market prices; and

· taking part of analysis and decisions regarding directed credit and capital management.

Corporate security

The Corporate Security Department’s mission is to promote security solutions in line with our business by creating, implementing, and maintaining rules, processes, and technologies.

To achieve its objectives, it acts strategically and corporately to ensure security of electronic channels, systems and information, assessing, treating, and proposing improvements, in addition to being a focal point for issuing technical opinions, in connection with strategic security issues, in the implementation of products, services or processes.

Among the main "Corporate Security Global Vision" responsibilities, we highlight the following:

· the definition of an “Information Security Management System," responsible for establishing a "Corporate Information Security Policy and Standards," aimed at protecting our information and our clients, whose contents are approved by a multidisciplinary group called the Information Security Committee and decided on by the Corporate Security Executive Committee. It is also responsible for maintaining the “Corporate Information Security Awareness and Education Program,” aimed at promoting the commitment of all employees with the theme;

· our “Electronic fraud-prevention,” “Document Fraud Prevention – Opening of Accounts, Payroll Credit, and Vehicle Financing” and “Electronic-channel Security” areas, manage processes to detect and mitigate risks, preventing any financial losses or negative impacts to our brand. They operate by monitoring the transactions of electronic service channels, preventive and reactive analysis of documents, in addition to strategic and corporate actions in order to propose solutions to managers of technical and business areas, thus enhancing security to products and electronic service channel accesses; and

· the strategic and operating management of identity process and logical access to applications, aiming at protecting the system resources, in addition to working with the business units and technology, with the purpose of defining and restructuring automated controls and coordinating, on a corporate basis, all actions related to the access management.

Credit policy

Our credit policy is focused on:

· ensuring the safety, quality, liquidity and diversification of asset allocation;

· pursuing flexibility and profitability in business; and

· minimizing risks inherent to loans and advances.

Our credit policy defines criteria for lending and setting operational limits. Credit decisions are made at the branch level and, if necessary, higher levels of authority including our Board of Directors depending on the rules in our internal policy. In reviewing loan applications, 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."

62 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

The lending limits set for our branches reflect size and collateral provided for loans. However, branches have no authorization to approve an application for credit from any borrower who:

· is rated less than "acceptable" under our internal credit risk classification system (score and rating);

· has an outdated record; and

· has any relevant credit restrictions.

We have credit limits for each type of loan. We pre-approve credit limits for our individual and corporate customers and presently extend credits to the public sector only under very limited circumstances. In all cases, funds are only granted once the appropriate body has approved the credit line.

We review the credit limits of our large corporate customers every 180 days. Credits extended to other customers, including individuals, small and midsized corporations, are reviewed every 90 days.

Our maximum exposure per client (e.g. individuals, companies or other economic groups) is determined by client rating and the aggregate maximum exposure is limited to 10.0% of our shareholders’ equity.

Any cases in which the maximum level of exposure per client exceeds the thresholds as set out in the table below and in which the total exposure equals or exceeds R$2.0 billion are required to be submitted to the Board of Directors for approval:

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.

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	Form 20-F

The following table shows individual loan limits for approval by branch managers, depending on the value and type of collateral offered:

Total Risk Amount	R$ in thousands
Total Risk Amount	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.

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
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

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:

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Total Risk Amount	R$ in thousands
Total Risk Amount	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
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 "Corporate" and "Empresas" (middle market) segments, management capability, the company/group's positioning in the market, its size, the economic-financial evolution, cashflow capability, and business perspectives, our analysis always includes the proponent, its parent company/subsidiaries, and the type of business; and

· this also includes analyses of social and environmental risk for projects that require customers to show compliance with social and environmental regulations and the Equator Principles, consisting of socioenvironmental criteria required as conditions for loans, which was introduced in 2002 by the International Finance Corporation (IFC), the World Bank's financial arm.

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	Form 20-F

Credit Recovery

We manage our portfolio of delinquent clients in all of the segments through the collection process ever since the first overdue payment in accordance with our established rules and governance practices, seeking to preserve the relationship with our client and ensuring maximum efficiency and security for our business.

The collection process occurs through our branch network, internally and through external call centers, and in- and out-of-court collection offices. In addition, we have specialized regional teams in credit recovery that act in a customized manner in more relevant cases.

Our collection strategies also cover the inclusion of our delinquent clients in external credit protection agencies, sending collection letters and channels of digital access, such as SMS, digital URA, Internet Banking, ATM, mobile and social networks, as well as processes of open auctions for portfolio sales. To this end, we adopted the use of statistical models to segment the debtors by levels of risk and the likelihood of payment, seeking a more assertive credit recovery and with the best cost/benefit ratio.

For autonomy in negotiations, individual authority levels are assigned up to a certain amount, considering the risk of the group. In more relevant cases, they are submitted to the collective authority limits in the Commission or Executive Committee for Collection and Credit Recovery, respecting the governance of the established authority level.

Deposit-taking activities

Our principal source of funding is deposits from Brazilian individuals and businesses. As of December 31, 2016, our total deposits were R$234.2 billion, representing 21.6% of our total liabilities.

We provide the following types of deposit and registration accounts:

· checking accounts;

· savings accounts;

· time deposits;

· interbank deposits from financial institutions; and

· accounts for salary purposes.

The following table shows total customer deposits and deposits from banks by type and source, as of the dates indicated:

As of December 31,	% of total deposits	R$ in thousands
As of December 31,	2016	2016	2015	2014
From customers
Demand deposits	13.9%	32,521,234	23,012,068	32,086,299
Savings deposits	41.4%	97,088,828	91,878,765	92,154,815
Time deposits	44.0%	103,137,867	79,619,267	85,790,391
Deposits from banks
Demand deposits	0.4%	898,877	807,695	940,997
Interbank deposits	0.3%	588,872	466,448	641,205
Total	100.0%	234,235,678	195,784,243	211,613,707

According to the Central Bank Circular Letters No. 3,632/13, No. 3,093/02 and No. 3,569/11, we must place a percentage of the demand deposits, savings deposits and time deposits we receive from our customers and deposits from leasing companies with the Central Bank as compulsory deposits, as follows:

Time deposits: we are required to deposit in an account with the Central Bank a percentage of the amounts recorded under the following items: (i) time deposits; (ii) leasing companies' CDIs; (iii) currency exchange acceptance funds; (iv) debentures; (v) securities issued by the bank itself; and (vi) contracts assuming liabilities related to foreign transactions in excess of R$30.0 million. The requirement for compulsory collection was of 25.0% in 2016 and will be of 36.0% as from the calculation period from April 24 to April 28, 2017. The amount required is collected in cash and we earn remuneration on the amount deposited at the SELIC rate.

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Form 20-F

The amount required may be deposited after deduction of an amount equal to certain transactions made by financial institutions. For deposit requirements on term funds, this deduction is limited to 60.0% of the requirement, as from the calculation period starting in August, 2014.

In July 2014, the Central Bank carried out additional adjustments to the deposit requirement rules, with the purpose of: (i) enabling, within a one-year period, 50.0% of the compulsory deposit requirements related to time deposits to be used to raise new loan operations and purchase diversified portfolios (companies and individuals) generated by eligible institutions; and (ii) expanding the list of financial institutions eligible to act as assignor (seller) of operations accepted for purposes of requirement deduction.

As from August 2014, the Central Bank increased the compulsory portion of non-interest bearing time deposits, from 50.0% to 60.0%. Additionally, it provided for the acquisition of new financial bills of eligible banks and restricted the deduction in granting for vehicles only to the additional increment in relation to the daily average posted in the first half of 2014.

In October 2014, the Central Bank included working capital loans in the list of investments eligible for deduction from the portion of compulsory deposit requirements for term deposits, which had been non-interest bearing (60.0% of the total). This deduction may be carried out only for the amount in excess of the daily average of the first half of 2014.

In May 2015, the Central Bank started remunerating 100% of the balance collected. In December of the same year, it was decided not to collect the compulsory payment for time deposits captured in operations of financial assistance or support of liquidity with funds or other mechanisms constituted by the financial institutions.

Time deposits are represented by bank deposit certificates – CDBs and pay either a fixed or a floating rate, which is typically a percentage of the interbank interest rate. The breakdown between CDBs at pre-fixed rates and floating rates varies from time to time, depending on the market's interest rate expectations.

Demand deposits: we are required to deposit 45.0% of the average daily balance of demand deposits, collection of receivables, payment of taxes, third party funds in transit and obligations for the provision of payment services, exceeding R$70.0 million, in the Central Bank on a non-interest-bearing basis, pursuant to provisions of Circular No. 3,632/13, as amended by Circular No. 3,775/15. In December 2012, the Central Bank authorized the use of up to 20.0% of this balance to offer financing for the acquisition of certain capital assets, trucks, and export of consumable goods, among others, subject to certain conditions. This use was restricted to independent institutions or institutions that are part of financial conglomerates which recorded, as of April 2014, Tier I Capital above R$3.0 billion. The rules applicable to this deduction were amended by the Central Bank in February 2015. In December 2015, the Central Bank Circular No. 3,775/15 determined that financing operations agreed upon from December 2015 onwards, could only be used as a limit for compulsory deposits until July 2019.

With the adjustments to the deposit requirement rules carried out in July 2014, the Central Bank was reduced, from R$6.0 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 equivalent to 24.5% of the total average balance of our savings account deposits. The account bears interest annually at ““TR” plus interest of 6.2% or Reference Rate (“TR”) plus 70.0% of the SELIC rate for funding carried out from May 2012, when the SELIC rate is lower than 8.5% p.a.

In June 2015, the Central Bank allowed the use of up to the limit of 18.0% of the amounts chargeable on the balances of the financing of residential properties for deduction in the compulsory payment on savings. In December 2015, the Central Bank Circular No. 3,775/15 allowed financing operations agreed upon between December 2015 and July 2016 under projects in the framework of the of Decree-law No. 6,025/07 to be used as a limit for compulsory deposits up to 15% out of the 18% used for deduction.

According to Circular No. 3,655/13, as amended by Circular No. 3,755/15, we are required to deposit each week in an account with the Central Bank an additional amount corresponding to: (i) a percentage of the average time deposits balance, which was of 11.0% in 2016 and will be reduced to 0% as from the calculation period starting on April 24 and ending on April 28, 2017; and (ii) 5.5% of the savings deposit average balance. Also according to this Circular, there is no compulsory deposit on demand deposits. This additional amount is provided in reserves and we earn interest at the SELIC rate. It should be highlighted that rules on additional deposits have been frequently changed by the Central Bank, and may be subject to further changes without prior notice.

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	Form 20-F

In February 2013, the Central Bank defined rules for financial cost collection on non-compliance with compulsory deposit, reserve or compulsory assignment requirements. The financial cost charged to institutions that failed to comply with these requirements was adjusted to the SELIC rate plus 4.0% p.a.

There 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 housing loans, mortgage notes, charged-off residential real estate or housing construction loans and certain other financings, all as specified in guidance issued by the Central Bank.

Other funding sources

Our other funding sources include capital markets, import/export operations and onlending.

The following table sets forth the source and amount of our other funding sources as of the dates indicated:

As of December 31,	R$ in thousands
As of December 31,	2016	2015	2014
Funding Sources
Funding in the open market	241,978,931	222,291,364	219,359,890
Financial notes	108,512,908	71,691,563	54,961,063
Onlendings	36,030,587	42,101,046	43,779,544
Subordinated debt	52,611,064	50,282,936	35,821,666
Borrowings	22,165,415	28,236,838	15,218,591
Real estate credit notes	26,955,574	20,223,220	11,862,705
Agribusiness notes	9,116,292	7,642,250	8,570,579
Euronotes	2,785,654	6,204,942	6,276,614
Securities issued through securitization of payment orders	3,286,342	3,575,729	2,694,477
Structured Operations Certificates	445,168	512,343	260,046
Mortgage notes	-	-	404,915
Total	503,887,935	452,762,231	399,210,090

Our capital markets operations act as a source of funding to us through our transactions with financial institutions, mutual funds, fixed income and equity investment funds and foreign investment funds.

As of December 31, 2016, 2015 and 2014, funding in the open market, which consists of financial assets sold subject to repurchase agreements, accounted for 48.0%, 49.1% and 54.9%, respectively of our other funding sources. The majority of these financial assets subject to repurchase agreements are guaranteed by Brazilian government securities. This type of operation is generally short-term (normally intraday or overnight) and are volatile in terms of volume once directly impacted by market liquidity. We believe that the risks associated with these operations are low, given the quality of the collateral assets. In addition, repurchase transactions are subject to operating limits of capital based on the equity of the financial institution, adjusted in accordance with Central Bank regulations. A financial institution may only make repurchase transactions at a value of up to 30 times its Capital, a limit we always comply with. The limits on repurchase transactions involve securities issued by Brazilian government authorities and vary according to the type of security involved in the transaction, and the perceived risk of the issuer as established by the Central Bank.

We issued financial notes, a product that was introduced to the market at the beginning of 2010, aimed at meeting demand for long-term financing. Longer repayment terms contribute to the desired lengthening of the repayment schedule for the banking system's liabilities, since average repayment periods have also become longer due to the growing share of housing finance and investments of the total loan portfolio.

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Form 20-F

We conduct onlending operations where we act as the transfer agent for development agency funds, granting credits to third parties, which are in turn funded by development organizations. BNDES, the International Bank for Reconstruction and Development or IBRD and the Inter-American Development Bank or IDB are the principal providers of these funds. The lending criteria, the decision to lend and the credit risk are our responsibility and subject to certain limitations set by the bodies supplying the funds.

Data processing

We have available an up-to-date technological environment supported by a Data Center (CTI – Centro de Tecnologia da Informação) located in Cidade de Deus, Osasco, SP, with 11,900 sq. m in area, especially built to harbor information technology (IT) infrastructure and contains protections designed to ensure availability of services offered by us.

Data is continually replicated in a processing center (secondary site) located at Alphaville, in the city of Barueri - SP, featuring equipment with enough capacity to take over the main system's activities in case of a problem at our Technology Center (CTI). All service channels have telecommunications services that work with either of the two processing centers. We hold annual exercises simulating situations in which our IT center is impeded in order to ensure that we have effective contingency structures, processes and procedures in place. All these exercises are monitored by our business managers. In addition to all backup copies of electronic files stored and maintained at our IT center, second copies are saved and maintained in the Alphaville processing center.

Alphaville's IT infrastructure also houses all activities for developing application systems.

If the public energy supply is interrupted, both centers have sufficient capacity to operate independently for 72 hours non-stop. After this period, Technology Centers can operate continuously if power generators are refueled.

The IT structure is backed by processes implemented in light of the ITIL (IT Infrastructure Library) and COBIT (Control Objectives for Information and related Technology) references. It applies recognized practices for IT service management and is ISO 20000 IT 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 and hardware programs, such as web server digital certification and HSM 8000 cryptographic and ICSF coprocessor equipment.

Our safety tools monitor software, hardware and share information from stations and servers. In addition, we have a data loss 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 in order to provide better service, and due to the critical nature of such services.

Seasonality

We generally have some seasonality in certain parts of our business. There is certain seasonality in our consumer financing business (including our credit card business, financing of goods and others), with increased levels of credit card transactions and financing of goods at the end of the year and a subsequent decrease of these levels at the beginning of the year. We also have certain seasonality in our collection fees at the beginning of the year, which is when taxes and other fiscal contributions are generally paid in Brazil. In our PGBL and VGBL business, seasonality happens at the end of the year, when the Christmas bonuses and profit sharing are usually paid.

Competition

We face significant competition in all of our principal areas of operation, since the Brazilian financial and banking services markets are highly competitive and have undergone an intensive consolidation process in the past few years.

As of December 31, 2016, state-owned financial institutions held 45.5% of the National Financial System's (“SFN”) assets, followed by domestic private financial institutions (taking into consideration financial conglomerates) with a 39.9% share and foreign-controlled financial institutions, with a 14.6% share.

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Insurance, pension plans and capitalization bonds

Insurance sector

As leader of the Brazilian insurance market, with a 25.4% market share as of December 31, 2016, Grupo Bradesco Seguros faces growing competition from several domestic and multinational companies in all branches of this sector.

Our principal competitors are BB Seguridade, Itaú Unibanco Seguros S.A., SulAmérica Seguros, Porto Seguro, Caixa Seguros, Zurich/Santander and Amil, which account for a combined total of approximately 55.7% of all premiums generated in the market, as reported by SUSEP, in December 2016.

In recent years, there has been a change in the insurance sector in Brazil, as foreign 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 27.0% of total contributions in the sector (SUSEP), Bradesco Vida e Previdência's main competitive advantages are: the “Bradesco” brand, our extensive branch network, our strategy and our record of being in the forefront of product innovation.

Our principal competitors are BB Seguridade, Itaú Unibanco Seguros S.A., SulAmérica Seguros, Porto Seguro, Caixa Seguros and Zurich/Santander.

Capitalization bonds sector

According to SUSEP, Bradesco Capitalização holds a 27.8% market share in capitalization bonds income and 25.5% in terms of technical provisions. Our competitive strengths in this sector include our offering of low-cost products with a higher number of prize drawings, security, financial stability, and brand recognition.

Our principal competitors are BB Seguridade, Itaú Unibanco Seguros S.A., SulAmérica Seguros, Porto Seguro, Caixa Seguros and Zurich/Santander.

REGULATION AND SUPERVISION

The basic institutional framework of the Brazilian Financial System was established in 1964 by Law No. 4,595/64, known as the "Banking Reform Law." The Banking Reform Law dealt with monetary, banking and credit policies and institutions, and created the CMN.

Principal financial institutions

As of December 31, 2016, 9 financial conglomerates operated in Brazil, consisting of public-sector commercial and multiple-service banks controlled by federal and state governments (including Caixa Econômica Federal) and 146 financial conglomerates, consisting of private-sector commercial and multiple-service banks. For Brazilian regulatory purposes, insurance companies, private pension plans and capitalization bonds providers are not considered financial institutions.

Principal regulatory agencies

CMN

CMN is responsible for overall supervision of monetary, credit, budgetary, fiscal and public debt policies. CMN has the following functions:

· regulating loans and advances granted by Brazilian financial institutions;

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Form 20-F

· any entity that controls the institution or with which it is under common control, or any officer, director or member of the Fiscal Council and Audit Committee of such entity, or any immediate family member of such individuals;

· any entity that, directly or indirectly, holds more than 10.0% of its shares (with certain exceptions);

· any entity that it controls or of which it directly or indirectly holds more than 10.0% of the share capital;

· any entity whose management consists of the same or substantially the same members as its own executive committee; or

· its executive officers and directors (including their immediate families) or any company controlled by its executive officers and directors or their immediate families or in which any of them, directly or indirectly, holds more than 10.0% of share capital.

The restrictions with respect to the concentration limit to a single person or group do not apply to interbank deposits entered into by financial institutions subject to consolidation of their financial statements.

Capital adequacy and leverage

Financial institutions based in Brazil are subject to capital measurement and standards based on a weighted risk-asset ratio, according to CMN Resolutions No. 4,192/13 and No. 4,193/13. The parameters of this methodology resemble the international framework for minimum capital measurements adopted for the Basel Accord. For further information on Basel III, see “Item 5.B – Liquidity and Capital Resources – Capital Compliance – Basel III.”

According to CMN Resolution No. 4,280/13, amended by Resolution No. 4,517/16, financial institutions, except 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.

Since January 2015, financial institutions based in Brazil are required to calculate their capital requirements on a consolidated basis with institutions that are part of their prudential conglomerate.

The CMN Resolution 4,280/13 defines that the following entities located in Brazil or abroad shall be considered in the prudential conglomerate of its direct or indirect controllers: (i) financial institutions and other institutions authorized to operate by the Central Bank; (ii) consortium administrators; (iii) payment institutions; (iv) organizations that acquire credit transactions, including real estate and credit rights; and (v) other legal entities headquartered in Brazil that are solely engaged in holding interests in the entities set out above.

In December 2014, the CMN changed the scope of the rules for the management of credit, market, operational and liquidity risks and capital management in order to apply such rules at the prudential conglomerate level which is now required as the basis for calculation of the capital requirements of financial institutions. Resolution No. 4,388/14 sets forth that risk management may be carried out by a single unit responsible for the prudential conglomerate and its respective affiliates. This applies only to market risk management and not to any other risk functions. Further, this resolution also updates the application of the relevant thresholds for any calculations of foreign exchange exposure.

Risk Weighting

Pursuant to Circular No. 3,644/13, amended by Circular No. 3,809/16, the Central Bank consolidated the risk weighting factors applied to different exposures in order to calculate capital requirement through a standardized approach. According to such rule, as amended, the risk weight factors vary from 0.0% to 1,250.0% and should be applied to credit risks, depending on the nature and characteristics of the exposure. Risk-weight factors applicable to different exposures are often changed by the Central Bank.

In addition, there are specific standards of the Central Bank to determine procedures to calculate the portion of risk-weighted assets related to other exposures.

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	Form 20-F

In December 2014, and then in October 2015, the Central Bank changed the procedures for calculating the portion of risk-weight assets, in connection with the calculation of the capital required for the operational risk by way of a standardized approach. Under the present model, this is calculated based on the risk of financial institutions and its direct and indirect controlled entities, based on the gross revenue for 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 ratios, see “Item 5.B - Liquidity and Capital Resources– Capital compliance - Basel III.”

Compulsory Deposits

The Central Bank periodically sets compulsory deposit and related requirements for financial institutions based in Brazil. The Central Bank uses reserve requirements as a mechanism to control liquidity in the SFN.

Standards on compulsory deposits and additional reserve requirements are periodically altered by the Central Bank. For a summary of current requirements, see “Item 4.B. Business Overview – Deposit Funding.”

The total consolidated exposure of a financial institution in foreign currencies and gold cannot exceed 30.0% of its RC. In addition, if its exposure is greater than 5.0% of its RC, the financial institution must hold additional capital at least equivalent to 100% of its exposure. Since July 2007, the amount internationally offset in opposite exposures (purchases and sales) in Brazil and abroad by institutions of the same conglomerate is required to be added to the respective conglomerate's net consolidated exposure.

Asset composition requirements

According to the Resolution No. 2,844/01, as amended, financial institutions based in Brazil may not allocate more than 25.0% of their RC to loans and advances (including guarantees) to the same customer (including customer's parent, affiliates and subsidiaries) or to securities from any issuer. They also may not act as underwriters (excluding best efforts underwriting) of securities issued by any one issuer representing more than 25.0% of their RC.

According to the Resolution No. 2,283/96, permanent assets (defined as property and equipment other than commercial leasing operations, unconsolidated investments and deferred assets) of Brazilian financial institutions may not exceed 50.0% of their RC.

Repurchase transactions

Repurchase transactions are subject to operational capital limits based on the financial institution's equity, as adjusted in accordance with Central Bank regulations. A financial institution may only hold repurchase transactions in an amount up to 30 times its Capital. Within that limit, repurchase operations involving private securities may not exceed five times the amount of the financial institution's Capital. Limits on repurchase operations involving securities issued by Brazilian governmental authorities vary in accordance with the type of security involved in the transaction and the perceived risk of the issuer as established by the Central Bank.

In September 2016, the Central Bank prohibited the execution, extension or renewal of repurchase transactions with securities issued or accepted from associated institutions, or institutions that are members of the same prudential conglomerate. However, the execution, extension or renewal of repurchase transactions based on securities issued or accepted up until 29 September 2016 will be accepted until December 31, 2017, provided that the following are observed: (i) the maximum term of twelve months; and (ii) the maintenance of the accounting balance related to the total of transactions in an amount equal to or less than 110,0% of the total accounting balance calculated on the base date of August 31, 2016, whereby from May 1, 2017, the amount will be 50.0% of the total accounting balance calculated for the same base date.

Onlending of funds borrowed abroad

Financial institutions and leasing companies are permitted to borrow foreign currency-denominated funds in the international markets (through direct loans or the issuance of debt securities) in order to on-lend such funds in Brazil. These onlendings take the form of loans denominated 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.

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4.B. Business Overview
Form 20-F

Furthermore, the amount of any loan in foreign currency should be limited to the sum of foreign transactions undertaken by the financial institution to which loan funds are to be directed. Lastly, pursuant to the Central Bank's Circular No. 3,434/09, the total of loans and advances made against these funds must be delivered to the Central Bank as collateral, as a condition for the release of the amount to the financial institution.

Foreign currency position

Transactions in Brazil involving the sale and purchase of foreign currency may be conducted only by institutions authorized by the Central Bank to operate in the foreign exchange market.

Beginning in 1999, the Central Bank adopted a foreign exchange free float system, which gave rise to increased volatility. Since mid-2011 the Brazilian real has depreciated against the U.S. dollar and the Central Bank has intervened in the foreign exchange market to control the foreign rate volatility.

The Central Bank does not impose limits on long positions 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 in February 2010, requiring Brazilian financial institutions to register their cross-border derivative transactions with a clearing house regulated by the Central Bank and by the CVM. Specifically, cross-border derivative transactions must (i) be registered within two business days; and (ii) cover details of underlying assets, values, currencies involved, terms, counterparties, means of settlement and parameters used.

In January 2010, registration rules were extended to cover hedging transactions in foreign OTC markets or exchanges.

In November 2010, to facilitate management of derivatives-related risk incurred by financial institutions, the CVM stipulated that market participants should create mechanisms in order to share information on derivatives contracts traded or registered in their systems, subject to banking confidentiality rules.

Treatment of loans and advances

Financial institutions are required to classify their loans and advances into nine categories, ranging from AA to H, based on their risk. These credit risk classifications are determined in accordance with Central Bank criteria relating to:

· the conditions of the debtor and the guarantor, such as their economic and financial situation, level of indebtedness, capacity for generating profits, cash flow, delay in payments, contingencies and credit limits; and

· the conditions of the transaction, such as its nature and purpose, the type, the level of liquidity, the sufficiency of the collateral and the total amount of the credit.

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

Rating	Our Classification	Bradesco Concept
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.

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4.B. Business Overview
Form 20-F

The regulations specify a minimum provision for each category of loan, which is measured as a percentage of the total amount of the loan and advance operation, as follows:

Classification of Loan	Minimum Provision %
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. Classifications should be at least level A, according to the Central Bank.

Financial institutions must make their lending and loan classification policies available to the Central Bank and to their independent accountants. They are also required to submit information relating to their loan portfolio to the Central Bank, together with their financial statements. This information must include:

· a breakdown of the business activities and nature of borrowers;

· maturities of their loans; and

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

The Central Bank requires authorized financial institutions to compile and submit their loans and advances portfolio data in accordance with several requirements and may allow discrepancies in these statements of up to 5.0% per risk level and 2.5% in the reconciled total.

Exclusivity in loans and advances to customers

In January 2011, Central Bank Circular No. 3,522/11 prohibited financial institutions that provide services and loan transactions from entering into agreements, contracts or other arrangements that prevent or restrict the ability of their customers to access loans and advances offered by other institutions, including payroll-deductible loans. The purpose of this rule is to increase competition among credit providers and prevent exclusivity agreements between state-owned banks and government bodies with respect to payroll-deductible loans. While there is some uncertainty as to whether the new rules affect existing contracts, all new contracts are covered by the new regulations, allowing market competition and enabling employees in the public and private sectors to obtain payroll-deductible loans from any authorized financial institution.

Regulation of the debit balance of the credit card bill

Through CMN Resolution No. 4,549/17, which came into force in April 2017, the Central Bank started regulating the financing of the debit balance of the credit card invoice and other post-paid instruments, not settled in full at maturity.

According to the new standard, the credit card companies will no longer be able to finance the balance due from customers through the revolving credit for more than a month. Therefore, after the maturity of the bill in the following month, if there is still a debit balance due on the amount that is the object of the revolving credit, this can be financed by a line of credit in installments, to be offered by the financial institution, with better conditions or settled in full by the client.

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

The SPB was regulated and restructured under legislation enacted in 2001. These regulations are intended to streamline the system by adopting multilateral clearing and boost security and solidity by reducing systemic default risk and financial institutions' credit and liquidity risks.

The subsystems in the SPB are responsible for maintaining security mechanisms and rules for controlling risks and contingencies, loss sharing among market participants and direct execution of custody positions of contracts and collateral by participants. In addition, clearing houses and settlement service providers, as important components to the system, set aside a portion of their assets as an additional guarantee for settlement of transactions.

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	4.B. Business Overview
	Form 20-F

Currently, responsibility for settlement of a transaction has been assigned to the clearinghouses or service providers responsible for it. Once a financial transaction has been submitted for clearing and settlement, it generally becomes the obligation of the relevant clearinghouse and/or settlement service provider to clear and settle, and it is no longer subject to the risk of bankruptcy or insolvency on the part of the market participant that submitted it for clearing and settlement.

Financial institutions and other institutions authorized by the Central Bank are also required under the rules to create mechanisms to identify and avoid liquidity risks, in accordance with certain procedures established by the Central Bank. Under these rules, institutions are required to maintain, at least:

· liquidity risk management policies and strategies, which are clearly evidenced and set operational limits and procedures aimed at exposure to liquidity risk at a level required by the Management;

· processes to identify, assess, monitor and control liquidity risk exposure during different time frames, including intraday and comprising at least a daily assessment of operations with settlement terms below 90 days;

· an assessment, at least annually, of the processes described in the previous item;

· funding policies and strategies that provide for adequate diversification of fund sources and maturity terms;

· liquidity contingency plan, which is updated on a regular basis and sets responsibilities and procedures to face liquidity stress scenarios;

· regular stress tests with short and long-term idiosyncratic and systemic scenarios, whose results should be considered when designing or revising policies, strategies, limits and the liquidity contingency plan; and

· liquidity risk assessment as part of the process of approving new products, as well as an assessment of how compatible these products are with existing procedures and controls.

Financial institutions were positively affected by the restructuring of the SPB. Under the old system, in which transactions were processed at the end of the day, an institution could carry a balance, positive or negative, a situation which is no longer allowed. Payments must now be processed in real time, 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 SPB.

In October 2013, Law No. 12,865/13 was enacted providing for payment arrangements and payment institutions that are part of SPB. In November 2013, in order to regulate this law: (i) the CMN established guidelines for the regulation, surveillance and supervision of payment institutions and payment arrangements that are part of SPB; and (ii) the Central Bank: (a) defined requirements and procedures to authorize the establishment and operation, cancellation of authorization, control changes, structure of management positions, name and head office location, corporate reorganizations, conditions to hold management positions in payment institutions and authorization for financial institutions to provide payment services; (b) created a regulation to govern, among others, provision of payment services in the ambit of payment arrangements that are part of SPB, and established criteria according to which payment arrangements will not be part of SPB, among others; and (c) established rules on risk management, minimum capital requirements, governance of payment institutions, preservation of value and liquidity of payment account balances.

In April 2014, the Central Bank changed the rules regarding any payment institutions and any related arrangements. The main changes were as follows: (i) it determined that the payment institutions shall deposit with the Central Bank the amounts corresponding to the electronic balance of any payment accounts, plus the electronic balance of any amounts being transferred between payment accounts within the same payment institution. To ensure the viability of the Brazilian Payment System (SPB), such deposit should be affected gradually; starting with 20.0% in 2014 and increasing to 100% in 2019; and (ii) it reviewed the definition of arrangements that may be considered an integral part of the SPB.

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	4.B. Business Overview
	Form 20-F

Intervention

The Central Bank will intervene in the operations and management of any financial institution not controlled by the Federal Government if the institution:

· suffers losses due to mismanagement, putting creditors at risk;

· repeatedly violates banking regulations; or

· is insolvent.

Intervention may also be ordered upon the request of a financial institution's management and may not exceed 12 months. During the intervention period, the institution's liabilities are suspended in relation to overdue obligations, maturity dates for pending obligations contracted prior to intervention, and liabilities for deposits in the institution existing on the date intervention was ordered.

Administrative liquidation

The Central Bank will liquidate a financial institution if:

· the institution's economic or financial situation is at risk, particularly when the institution ceases to meet its obligations as they fall due, or upon the occurrence of an event that could indicate a state of bankruptcy;

· management commits a material violation of banking laws, regulations or rulings;

· the institution suffers a loss which subjects its unsecured creditors to severe risk; or

· upon revocation of the authorization to operate, the institution does not initiate ordinary liquidation proceedings within 90 days, or, if initiated, the Central Bank determines that the pace of the liquidation may impair the institution's creditors.

As a consequence of administrative liquidation:

· lawsuits pleading claims on the assets of the institution are suspended;

· the institution's obligations are accelerated;

· the institution may not comply with any liquidated damage clause contained in unilateral contracts;

· interest does not accrue against the institution until its liabilities are paid in full; and

· the limitation period of the institution's obligations is suspended.

Temporary Special Administration Regime

The Temporary Special Administration Regime, known as "RAET," is a less severe form of Central Bank intervention in financial institutions, which allows institutions to continue to operate normally. RAET may be ordered in the case of an institution that:

· repeatedly makes transactions contravening economic or financial policies under federal law;

· faces a shortage of assets;

· fails to comply with compulsory deposit rules;

· has reckless or fraudulent management; or

· has operations or circumstances requiring an intervention.

Repayment of creditors in liquidation

In the case of liquidation of a financial institution, employees' wages, indemnities and tax claims have the highest priority among claims against the bankrupt institution. In November 1995, the Central Bank created 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 financial institutions based in Brazil accepting deposits from customers.

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4.B. Business Overview
Form 20-F

The FGC is a deposit insurance system that guarantees a certain maximum amount of deposits and certain credit instruments held by a customer against a financial institution (or against member financial institutions of the same financial group). The liability of the participating institutions is limited to the amount of their contributions to the FGC, with the exception that in limited circumstances, if FGC payments are insufficient to cover insured losses, the participating institutions may be asked for extraordinary contributions and advances. The payment of unsecured credit and customer deposits not payable under the FGC is subject to the prior payment of all secured credits and other credits to which specific laws may grant special privileges.

In December 2010, the CMN increased the maximum amount of the guarantee provided by the FGC from R$60,000 to R$70,000. In May 2013, this amount was raised again to R$250,000 and has been kept by the Central Bank at this level since then. In 2006, it reduced the ordinary monthly FGC contribution from 0.025% to 0.0125% of the balance held in bank accounts covered by FGC insurance.

In February, 2016, the percentage of the contribution on instruments listed in article 2, paragraphs I to X from Appendix II of Resolution No. 4,222/13 was changed to 0.0125%, even if correspondent credits are unsecured.

According to CMN rules, the maximum value of the balance of such deposits is limited (with a maximum aggregate of R$5.0 billion by December 2014 or R$3.0 billion as of January 2015) to: (i) for the balance of the deposits originally made without fiduciary assignment, the highest of the following amounts: (a) the equivalent of twice the regulatory Tier I capital, calculated yearly on the base date June earning interest monthly at the SELIC rate; (b) the equivalent of twice the regulatory Tier I capital, calculated as of December 2008, earning interest monthly at the SELIC rate as of May 2009; and (c) the equivalent of the sum of balances in time deposits plus balances of bills of exchange held in the bank in June 2008, earning interest monthly at the SELIC rate as of May 2009; and (ii) for the balance of the deposits made with fiduciary assignment, the following factors over the regulatory Tier I capital, calculated as of December of the previous year, adjusted by the SELIC rate: (i) 1.6 as of June 2013; and (ii) 2.0 as of January 2014.

Furthermore, the limit on taking time deposits with special FGC guarantees without fiduciary assignment has been reduced, in accordance with the following schedule:

· 40.0% from January 1, 2013;

· 60.0% from January 1, 2014;

· 80.0% from January 1, 2015; and

· 100.0% from January 1, 2016.

In May 2013 Resolution No. 4,222/13 was issued, amending and consolidating the rules addressing the FGC bylaws and regulation. In addition to increasing the maximum amount of the guarantee provided by the FGC to R$250,000, agribusiness notes (“LCA”) were included in credits guaranteed by FGC. In August 2013, the Central Bank amended and consolidated the provisions related to the calculation basis and payment of common contributions by the FGC-associated institutions. The rules governing the FGC are changed on a periodic basis.

Internal compliance procedures

All financial institutions must have in place internal policies and procedures to control:

· their activities;

· their financial, operational and management information systems; and

· their compliance with all applicable regulations.

The board of executive officers of a financial institution is responsible for implementing an effective structure for internal controls by defining responsibilities and control procedures and establishing corresponding goals and procedures at all levels of the institution. The board is also responsible for verifying compliance with all internal procedures.

Restrictions on foreign investment

The Brazilian Constitution permits foreign individuals or companies to invest in the voting shares of financial institutions based in Brazil only if they have specific authorization from the Brazilian government. However, foreign investors without specific authorization may acquire publicly traded non-voting shares of financial institutions based in Brazil or depositary receipts representing non-voting shares offered abroad. Any investment in common shares would depend on government authorization. In January 2012, the Central Bank authorized us to create an ADR program for our common shares in the U.S. market. Foreign interest in our capital stock is currently limited to 30.0%.

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	4.B. Business Overview
	Form 20-F

Anti-money laundering regulations, banking secrecy and financial transactions linked to terrorism

Under Brazilian anti-money laundering rules, which the Central Bank consolidated in July 2009 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;

· 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. Central Bank Circular No. 3,654/13 expanded such list to include other members of the Judiciary, Legislative and Executive powers, as well as individuals who held or still hold relevant positions in foreign governments. Financial institutions are required to adopt certain mechanisms in order to: (i) identify the final beneficiaries of each transaction; (ii) identify whether these politically exposed individuals are involved; (iii) monitor financial transactions involving politically exposed individuals; and (iv) pay special attention to people from countries with which Brazil maintains a high number of business and financial transactions, shared borders or ethnic, linguistic or political relations.

In October 2008, the Central Bank broadened the reach of its rules for controlling financial transactions related to terrorism, so that operations carried out on behalf of, services provided to, or access to funds, other financial assets or economic resources belonging to or directly or indirectly controlled by, the following individuals or entities were required to be immediately reported to the Central Bank: (i) members of the Al-Qaeda organization, members of the Taliban and other individuals, groups, companies or entities connected with them; (ii) the former government of Iraq or its agencies or companies located outside of Iraq, as well as funds or other financial assets that might have been withdrawn from Iraq or acquired by Saddam Hussein or by other former Iraqi government senior officials or by the closest members of their families, including companies owned by, or directly or indirectly controlled by them or by individuals under their management; and (iii) individuals perpetrating or attempting to perpetrate terrorist actions or who take part in or facilitate such acts, entities owned or directly or indirectly controlled by such individuals, as well as by individuals and entities acting on their behalf or under their command.

In July 2012, Law No. 12,683/12 came into force, amending Law No. 9,613/98, and toughened the rules on money laundering offenses. According to the new law, any offense or misdemeanor – and not only serious offenses, such as drug traffic and terrorism – may be deemed as a precedent to the money laundering offense. Additionally, the law expands, to a great extent, the list of individuals and companies obliged to report transactions to the Controlling Council of Financial Activities (“COAF”), including, among them, companies providing advisory or consulting services to operations in the financial and capital markets, under the penalty of fines of up to R$20 million. In June 2013, the CVM enacted an instruction that conformed regulation of this government agency to Law no. 12,638/12, establishing the obligation to send to the regulatory or inspection agency information regarding the non-existence of suspect financial transactions and other situations that generate the need for communications.

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4.B. Business Overview
Form 20-F

In October 2014, the CVM issued Instruction No. 553/14 which, among other issues, (i) firmly states that any business relationship may only be initiated or kept after the arrangements related to the registration process and the “Conheça seu Cliente” (know your customer) Policy are adhered to; and (ii) requires a statement on the purpose and nature of the business relationship with the institution, making it clear that said statement may be obtained upon the update of registration data of already-existing customers.

In November 2014, the Central Bank changed the procedures related to the Regulation of Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF) to be adhered to by the payment institutions. Accordingly, in addition to the AML/CTF procedures already required, payment institutions must also: (i) adopt procedures and controls to confirm information on customer’s identification, which may, among others, match the information provided by the end users against information available in public or private data bases; and (ii) implement AML/CTF risk management systems to provide for the identification and assessment of such risk, as well as carry out mitigation measures proportionate to the risks identified, particularly for high risk cases.. These changes were made to meet international requirements set forth under the scope of the Financial Action Task Force (FATF), which is the body responsible for establishing AML/CTF standards to be adhered to by the countries of the G20, such as Brazil. Although applicable rules to payment institutions were expanded, a more flexible approach was applied to prepaid accounts, as the limit for simplified identification was changed from R$1,500 to R$5,000 and the range of information to be kept for payment accounts opened by individuals was reduced.

Further, in November 2014, SUSEP established the Permanent Committee on Anti-Money Laundering and Counter-Terrorism Financing in the Insurance, Reinsurance, Capitalization and Private Pension Plan Markets (CPLD). The CPLD is a permanent governing body acting to prevent money laundering and curtail the financing of terrorism, both in connection with SUSEP and the insurance, reinsurance, capitalization and private pension plan markets.

In October 2015, Law No. 13,170/15 was enacted, which deals with the lawsuit for the freezing of assets, values and rights of possession or ownership and all other rights, real or personal, of ownership, directly or indirectly, of individuals or entities subject to this type of sanction by the resolutions of the United Nations Security Council – CSNU. This standard was issued to establish a faster procedure to block the assets located in Brazil, seeking to prevent the use of the assets in question in the practice of crimes against humanity.

This law was regulated by means of Circular No. 3,780/16, which provides the procedures to be adopted by financial institutions and other institutions authorized to operate by the Central Bank to meet that standard, including with respect to communications with the competent authorities in the case of a freezing of assets.

Anticorruption Law

In August 2013, Law No. 12,846/13 was enacted to regulate civil and administrative liability of legal entities for performing acts against public management, either domestic or foreign.

Based on this legal provision, legal entities shall be strictly liable, in both the administrative and civil spheres, for the practice of harmful acts in their exclusive or non–exclusive interest or benefit.

This law provides for penalties in amounts ranging from 0.1% to 20.0% of the gross revenues earned in the financial year preceding the financial year in which the administrative proceedings was commenced. In applying such sanctions, the existence of internal mechanisms and procedures for integrity, auditing and encouragement of whistle-blowing as well as effective implementation of codes of ethics and conduct of the legal entity, will be taken into consideration, among others.

Social and environmental responsibility

In April 2014, the CMN approved Resolution No. 4,327/14, introducing guidelines for the establishment and implementation of the Social and Environmental Responsibility Policy (PRSA) by financial institutions. Aimed at formalizing basic procedures and guidelines for this process, in August 2014 the Brazilian Federation of Banks (FEBRABAN) published the Banking Self-Regulation System Instruction ("SARB") No. 14, establishing a self-regulation program for the development and implementation of PRSA for financial institutions that are signatories of the Banking Self-Regulation System, such as Bradesco.

This set of legislation, comprising resolutions and self-regulations, establishes that such policy must establish guidelines to drive social and environmental actions in business and other activities, as well as its relationship with any interested parties. Accordingly, the institution should take into account the nature and complexity of its activities, as well as its level of exposure to the social and environmental risk, defined by observing the principles of proportionality, efficiency and relevance, respectively.

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	4.B. Business Overview
	Form 20-F

The law established an adjustment period for institutions to adjust their systems and processes to these new requirements, so that the PRSA be approved, and for the start of the respective action plan, according to the schedule below: (i) until February 2015, by the institutions required to implement the Internal Capital Adequacy Assessment Process (ICAAP), according to regulation in force; and (ii) until July 2015, by other institutions.

In advance of Resolution No. 4,327/14, a five-year strategic plan was built under the guidelines of our Diretoria Executiva and involving all of our areas. Its main purpose was to establish a clear connection between the sustainability actions and the business, allowing for the diligent management of risks and opportunities. Developments have delivered good results and, over the years, they have also helped us integrate market trends and needs.

Audit partner rotation requirements

Under Brazilian regulations, all financial institutions must:

· be audited by an independent accounting firm; and

· have the specialist in charge, officer, manager or audit team supervisor periodically replaced without the need to change the independent auditor firm itself. Rotation must take place after five fiscal years at most and replaced professionals may be reintegrated three years later. Terms of responsible specialists, officers, managers or audit team supervisors begin on the day the team begins work on the audit.

Each independent accounting firm must immediately inform the Central Bank of any event that may materially adversely affect the relevant financial institution's status.

In the case of insurance companies, pension plan entities, capitalization companies and reinsurers, the applicable standards determine the replacement of the independent auditor and the members responsible for the independent audit, every five fiscal years, whereby the independent accounting firm and the professionals replaced may only be reinstated after three years of their replacing. According to the applicable standards, the first mandatory replacement is expected to take place after the fiscal year ended December 31, 2019.

In March 2002, an amendment to the Brazilian Corporate Law gave the members of our Board of Directors veto rights over the appointment or removal of our independent accounting firm.

For additional information on the auditors of the consolidated financial statements included in this annual report see “Item 16.C. Principal Accountant Fees and Services.”

Auditing requirements

Because we are a financial institution and registered with the local stock exchange, we are obliged to have our financial statements audited every six months in accordance with BR GAAP, applicable to institutions authorized to operate by the Central Bank. Quarterly financial information filed with the CVM is subject to review by our independent auditors. Additionally, as required by CMN Resolution No. 3,786/09, we also are required to publish annual consolidated financial statements prepared in accordance with IFRS, accompanied by the independent auditors’ report.

In January 2003, the CVM enacted regulations requiring audited entities to disclose information relating to their independent accounting firm's non-auditing services provided to the entity whenever such services accounted for more than 5.0% of the amount paid to the external auditors.

The independent auditors must also declare to the audited company's management that their provision of these services does not affect the independence and objectivity required for external auditing services.

In May 2004, the CMN enacted new auditing regulations applicable to all financial institutions based in Brazil; which were later revised. Under these regulations, we are required to appoint a member of our Management to be responsible for monitoring and supervising compliance with the accounting and auditing requirements set forth in the legislation.

Pursuant to this regulation, financial institutions having Capital of more than R$1.0 billion, managing third party assets of at least R$1.0 billion or having an aggregate amount of third party deposits of over R$5.0 billion are also required to create an audit committee consisting of independent members. According to the regulation, the number of members, their appointment and removal criteria, their term of office and their responsibilities must be specified in the institutions' bylaws. The Audit Committee is responsible for recommending to management which independent accounting firm to engage, reviewing the company's financial statements, including the notes thereto, and the auditors' opinion prior to public release, evaluating the effectiveness of the auditing services provided and internal compliance procedures, assessing management's compliance with the recommendations made by the independent accounting firm, among other matters. Our Bylaws were revised in December 2003 to stipulate the existence of an audit committee. In May 2004, our Board of Directors approved the internal regulations for the Audit Committee and appointed its first members. Our Audit Committee has been fully operational since July 2004. In October 2006, the CMN amended the Resolution No. 3,198/04, changing the minimum requirements to be observed by the financial institutions when electing members for the Audit Committee. In April 2014, 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."

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	4.B. Business Overview
	Form 20-F

In December 2014, the CVM enacted Instruction No. 555/14, which replaced Instruction No. 409/04, in order to improve electronic communications, rationalize the volume, content and manner of disclosing information, and to make investment limits less rigid for certain financial assets, particularly foreign financial assets. Additionally, Instruction No. 555/14 addresses the following issues: (i) the framework 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 became effective in October 2015.

Pursuant to CVM limits and our Bylaws, our investment funds must keep their assets invested in securities and types of trades available in the financial and capital markets.

Securities, as well as other financial assets which are an integral part of the investment fund portfolio, should be duly registered in the registration system with a custodian or central depository, authorized by the Central Bank or the CVM to carry out such activities.

In addition to the limitations specified in each financial investment fund's bylaws, they may not:

· invest more than 10.0% of their net assets in securities of a single issuer, if that issuer is: (i) a publicly-held institution; or (ii) another investment fund;

· invest more than 20.0% of their net assets in securities issued by the same financial institution authorized to operate by the Central Bank (including the fund administrator); and

· invest more than 5.0% of their net assets if the issuer is an individual or corporate entity that is not a publicly-held company or financial institution authorized to operate by the Central Bank.

There are no limits when the issuer is the government. For the purposes of these limits, the same issuer means the parent company, companies directly or indirectly controlled by the parent and its affiliates, or companies under common control with the issuer.

Under the previous regulation (Instruction No. 409/04), the qualified investor funds required a minimum investment of R$1 million per investor and were subject to concentration limitations per issuer or per type of asset as long as this is stated in their bylaws. Under the current regulation (Instruction No. 555/14), this privilege is eligible only for funds for professional investors.

In addition, CVM Instruction No. 409/04 stated that funds could hold financial assets traded abroad in their portfolios as follows: (i) for foreign-debt funds and qualified investor funds that stipulated this possibility, there is no limit; (ii) for multimarket funds, up to 20.0% of net assets; and (iii) for other funds, up to 10.0% of net assets. Instruction No. 555/14 changed these limits to: (i) no limits, for funds classified as “Fixed Income – Foreign Debt,” funds exclusively intended for professional investors that include in their denomination the suffix “Foreign Investment,” and certain funds exclusively intended for qualified investors; (ii) up to 40.0% of its net equity for funds exclusively intended for qualified investors that do not follow certain provisions set forth in this Instruction; and (iii) up to 20.0% of its net equity for general public funds.

Also in December 2014, the CVM established a new concept for qualified and professional investors. Companies and individuals are to be deemed professional investors if they hold financial investments above R$10.0 million, and are deemed to be qualified investors if they hold financial investments above R$1 million. These definitions became effective in October 2015.

Regulation of brokers and dealers

Broker and dealer firms are part of the SFN and are subject to CMN, Central Bank and CVM regulation and supervision. Brokerage and distribution firms must be authorized by the Central Bank and are the only institutions in Brazil authorized to trade on Brazil's stock exchanges and commodities and futures exchanges. Both brokers and dealers may act as underwriters for public placement of securities and engage in the brokerage of foreign currency in any exchange market.

Brokers must observe B3 rules of conduct previously approved by the CVM, and must designate an executive officer responsible for observance of these rules.

Broker and dealer firms may not:

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4.B. Business Overview
Form 20-F

· with few exceptions, execute transactions that may be characterized as the granting loans to their customers, including the assignment of rights;

· collect commissions from their customers related to transactions of securities during the primary distribution; or

· acquire assets, including real estate properties, which are not for their own utilization; with certain exceptions.

Broker and dealer firms' employees, managers, partners, controlling and controlled entities may trade securities on their own account only through the broker they are related to.

Regulation of Internet brokerage services

The CVM approved regulations on Internet brokerage activities, which may be carried out only by registered companies. Brokers' web pages must contain details of their systems, fees, security and procedures for executing orders. They must also contain information about how the market functions generally and the risks involved with each type of investment offered.

Brokers that carry out transactions over the Internet must guarantee the security and operability of their systems, which must be audited at least twice a year.

Leasing regulation

The basic legal framework governing leasing transactions is established by Law No. 6,099/74, as amended (the "Leasing Law") and related regulations issued periodically by the CMN. The Leasing Law provides general guidelines for the incorporation of leasing companies and the business activities they may undertake. The CMN, as regulator of the Financial System, is responsible for issuing Leasing Law related regulations and overseeing transactions made by leasing companies. Laws and regulations issued by the Central Bank for financial institutions in general, such as reporting requirements, capital adequacy and leverage regulations asset composition limits and treatment of doubtful loans, are also applicable to leasing companies.

Insurance regulation

The Brazilian insurance business is regulated by Decree Law No. 73/66, as amended, which created two regulatory agencies, the CNSP and SUSEP. SUSEP is responsible for implementing and overseeing CNSP's policies and ensuring compliance with such policies by insurance companies, insurance brokers and insured individuals. Insurance companies require government approval to operate, as well as specific approval from SUSEP to offer each of their products. Insurance companies may underwrite policies only through qualified brokers.

Insurance companies must set aside reserves in accordance with CNSP criteria. Investments covering these reserves must be diversified and meet certain liquidity criteria, rules for which were consolidated by CNSP Resolution No. 321/15, amended by CNSP Resolution No. 343/16, solvency and security criteria. Insurance companies may invest a substantial portion of their assets in securities. As a result, insurance companies are major investors in the Brazilian financial markets and are subject to CMN rules and conditions for their investments and coverage of technical reserves.

Insurance companies may not, among other activities:

· act as financial institutions by lending or providing guarantees;

· trade in securities (subject to exceptions); or

· invest outside of Brazil without specific permission from the authorities.

Insurance companies must operate within certain retention limits approved by SUSEP pursuant to CNSP rules. These rules reflect the economic and financial situation of insurance companies and the conditions of their portfolios. Insurers must also meet certain capital requirements as provided by SUSEP regulations.

Under Complementary Law No. 126/07, the ceding party, (local insurer or reinsurer) must offer local reinsurers preference when contracting reinsurance or retrocession to the extent of the following percentages of risks ceded: (i) 60.0% in the first three years as of January 2007; and (ii) 40.0% in subsequent years. Under SUSEP Resolution No. 225/10, insurance companies must have contracts with local reinsurers for at least 40.0% of ceded reinsurance in facultative or automatic contracts. The new rule will apply to existing automatic contracts upon renewal or as of March 2012, whichever is earlier.

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The new law also places more severe restrictions on ceding risk to foreign reinsurance companies and contracting of insurance abroad. Insurance companies must reinsure amounts exceeding their retention limits.

In 2013, CNSP issued Resolution No. 302/13 which regulates the minimum capital requirement and to solvency regularization plans for insurance companies, capitalization bond entities, open pension plan entities and local reinsurance companies. The main changes in such regulation were the following:

· consolidation of the correction plans and the plans of solvency recovery into a single plan, as the solvency regularization plan (PRS);

· establishment of a liquidity minimum ratio (20.0%) over the minimum capital requirement (“CMR”), so that the companies can promptly react to unexpected losses incurred by their capital;

· changes to the base capital for open pension plan entities constituted as business corporations; and

· exclusion of all references to solvency margin, once all risk portions were already established in the capital requirement rules.

The CNSP Resolution No. 302/13 was revoked by CNSP Resolution No. 316/14, 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 (“EAPC”), which are now applicable to insurance companies. In December 2014, the CNSP issued Resolution No. 317/14, addressing criteria for calculating risk capital based on the market risk of local insurance companies, supplementary pension plan open entities, capitalization companies and reinsurance companies. The CNSP Resolutions No. 316/14 and No. 317/14 were revoked by Resolution No. 321/15, which went into effect in August 2015, and began regulating technical provisions, assets which reduce the need for coverage of technical provisions, risk capital based on the underwriting, operating and market credit risks, adjusted net worth, criteria for investments, accounting standards, accounting audit and independent actuarial audit and Audit Committee relating to insurance companies, EAPC, capitalization companies and reinsurers.

Insurance companies are exempt from ordinary financial liquidation procedures in case of bankruptcy, and instead follow the special procedure administered by SUSEP. Financial liquidation may be either voluntary or compulsory.

As was already the case in relation to entities subject to CMN, 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.

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.

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Form 20-F

EAPCs and insurance companies have been allowed to create, trade and operate investment funds with segregated assets since January 2006. Notwithstanding the above, certain provisions of Law No. 11,196/05 will only become effective when SUSEP and CVM issue regulatory texts. In September 2007, CVM issued Instruction No. 459/07, which addresses the set up, management, operation and disclosure of information on investment funds exclusively related to supplementary pension fund plans. In January 2013, the CMN determined new rules to govern the application of reserves, provisions and funds of insurance companies, capitalization companies and open supplementary pension fund entities.

Taxes on our main transactions

Taxes on financial transactions (“IOF”) on loan transactions

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

Rate applicable to loan and advances of any type, including credit opening is 0.0041% per day to legal entity borrowers and since January 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 on the transactions mentioned above, loans and advances have been subject to IOF additional rate of 0.38% irrespective of the repayment period or whether the borrower is an individual or a legal entity. For legal entities, IOF rate calculation base is not the sum of outstanding debt balances, IOF shall not exceed 1.8765% and for individuals, it will not exceed a 3.373% rate, 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.

IOF on loan transactions is levied on transactions between individuals and legal entities domiciled in Brazil, as well as on transactions whose creditor resides in Brazil, even if the debtor is located abroad. However, the IOF is not levied on loan transactions where the lender is located abroad and the borrower is in Brazil.

IOF on insurance transactions

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

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

Income and social contribution taxes on income

Federal taxes on company income include two components, income tax known as "IRPJ" and tax on net profits, known as "Social Contribution" or "CSLL." Income tax charges are calculated based on a rate of 15.0% plus a surcharge of 10.0% on taxable income exceeding R$240 thousand per year. Considering the above, the IRPJ is assessed at a combined rate of 25.0% of adjusted net income. Social contribution tax payable by financial institutions is calculated based on a rate of 20.0% from September 2015 through December 2018, and a rate of 15.0% as from January 2019. For further information on our income tax expense, see Note 17 to our consolidated financial statements in "Item 18. Financial Statements."

Due to taxation on universal bases, companies based in Brazil are taxed based on their global income rather than income produced exclusively in Brazil. As a result, profits, capital gains and other income obtained abroad by Brazilian entities are computed in the determination of their taxable profits on an annual basis.

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With respect to affiliates, by the general rule of Law No. 12,973/14, affiliates abroad will have their dividends (and not the corporate profit) taxed at the time of effective distribution, nevertheless, with two exceptions: (i) cases in which they are domiciled in a tax haven; or (ii) that adopt a sub-taxation scheme, or in which they are treated as subsidiary. With regard to the rules applicable to the subsidiaries, the new discipline introduced by Law No. 12,973/14 foresees that the legal entities in Brazil with a stake in a subsidiary abroad must: (i) record in sub accounts the investment account, in proportion to the stake held, the share of the adjustment of the investment value equivalent to corporate profits (those calculated before local income tax), earned by the subsidiaries, directly and indirectly, in Brazil or abroad, concerning the calendar year in which they were calculated in the balance sheet; and (ii) compute these values in their calculation of actual income and from the calculation base of the Social Contribution.

In June 2010, legislation in Brazil introduced thin capitalization rules, and limited deduction for interest paid or credited by a company based in Brazil to: (i) an addressee domiciled abroad, whether or not holding equity interest in the company paying; and (ii) an addressee resident, domiciled or incorporated in a tax haven or locality with a low or privileged tax regime.

In cases where the creditor is a related party domiciled abroad and holds an equity interest in the company based in Brazil making a payment, debt may not exceed the equivalent to twice such shareholders' interest in the total equity of the company based in Brazil. In case of a related party with no shareholding interest, the limit will be equivalent to twice the total equity of the company resident in Brazil. If there is more than one creditor, total debt owed foreign companies may not exceed the equivalent of twice the total value of the interests of all the related parties in the equity of the company resident in Brazil. If the creditor is domiciled in a low tax jurisdiction the debt amount may not exceed 30.0% of the equity of the company based in Brazil. Any amounts exceeding the limits above such limit may not be deducted for purposes of withholding income and social contributions taxes.

Also beginning in June 2010, tax deductions for any payment to a beneficiary resident or domiciled in a country considered a tax haven became subject to the following requirements in addition to others already stipulated in the legislation: (i) identification of the actual beneficiary of the person domiciled abroad; (ii) proof of the ability of the person located abroad to complete the transaction; and (iii) documented proof of payment of the respective price and of receipt of the assets, rights, or utilization of service.

In November 2010, the Brazilian tax authorities issued a normative instruction altering the tax treatment applicable to variation in the monetary value of taxpayers' credit rights and obligations due to varying exchange rates. Under this new instrument, as of the 2011 calendar year, the election of tax regime for taxation of exchange-rate variations may only be exercised in January of each calendar year and may only be altered during the fiscal year if there is "material variation in the exchange rate," as published by a Finance Ministry Directive.

PIS and Cofins

Two federal taxes are imposed on the gross revenues of corporate entities: PIS and Cofins. Nonetheless, many revenues, such as: dividends, equity earnings from unconsolidated companies, revenues from the sale of non-current assets (investments, fixed assets and intangible assets) and, as a general rule, export revenues paid in foreign currency are not included in the calculation base for PIS and Cofins. Revenues earned by corporations domiciled in Brazil are subject to PIS and Cofins taxes corresponding to interest on equity.

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

Between 2002 (PIS) and 2003 (Cofins), the government implemented a non-cumulative collection system of PIS and Cofins taxes, allowing taxpayers to deduct from their calculation basis credits originating from certain transactions. In order to offset these credits, the rates of both PIS and Cofins were substantially increased. Subsequent to the changes made to PIS and Cofins, as of May 2004, both taxes are applicable on imports of goods and services when the taxpayer is the importing company domiciled in Brazil.

Since August 2004, the PIS and Cofins rates due on financial revenues were of 0.0%, including those arising from operations carried out for purposes of hedge, earned by legal entities subject to the system of non-accrual of these contributions. In April 2015, Decree No. 8,426/15 establishes that from July 2015, the rates shall be reestablished to 0.65% and 4.0%, respectively, including with respect to the revenue arising from hedge operations. However, even before the production of the effects of Decree No. 8,426/15, the normative was changed with the promulgation of Decree No. 8,451/15, which reassured the maintenance of the zero rate for contributions to PIS and Cofins, specifically in relation to financial revenues arising from: (i) monetary variation, depending on the exchange rate, of export operations of goods and services, as well as obligations incurred by the legal entity, including loans and financing; and (ii) of hedge operations carried out on the stock exchange, of commodities and of futures, or in the organized OTC market.

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4.B. Business Overview
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 and non-interest earning assets

For the year ended December 31,	R$ in thousands, except %
	2016			2015			2014
	Average balance	Interest and similar income	Average rate	Average balance	Interest and similar income	Average rate	Average balance	Interest and similar income	Average rate
Interest‑earning assets
Financial assets held for trading	180,250,789	23,576,526	13.1%	108,737,397	13,982,927	12.9%	83,791,866	9,357,339	11.2%
Financial assets available for sale	122,649,627	11,572,618	9.4%	95,434,117	11,629,493	12.2%	84,494,315	9,537,105	11.3%
Investments held to maturity	41,834,019	6,514,933	15.6%	32,732,694	5,253,616	16.1%	24,024,810	2,870,674	11.9%
Financial assets pledged as collateral	150,544,635	21,739,202	14.4%	148,107,052	20,270,191	13.7%	130,319,525	13,953,796	10.7%
Loans and advances to banks	67,961,405	8,689,348	12.8%	63,314,643	8,349,194	13.2%	76,830,557	8,709,828	11.3%
Loans and advances to customers	373,112,857	69,874,022	18.7%	337,673,348	62,916,514	18.6%	317,455,318	55,140,405	17.4%
Central Bank compulsory deposits	55,847,576	5,667,516	10.1%	43,933,707	4,587,412	10.4%	47,038,434	4,277,351	9.1%
Other interest‑earning assets	722,571	66,210	9.2%	640,098	58,905	9.2%	605,011	46,598	7.7%
Total interest‑earning assets	992,923,479	147,700,375	14.9%	830,573,056	127,048,252	15.3%	764,559,836	103,893,096	13.6%

Non‑interest‑earning assets
Cash and balances with banks	19,121,670	-	-	12,896,943	-	-	11,795,512	-	-
Central Bank compulsory deposits	5,967,948	-	-	4,881,039	-	-	6,203,757	-	-
Financial assets available for sale (shares)	10,528,712	-	-	4,664,733	-	-	5,403,709	-	-
Non‑performing loans and advances to customers ⁽¹⁾	21,033,366	-	-	13,960,817	-	-	13,733,170	-	-
Impairment of loans and advances	(24,802,018)	-	-	(24,716,311)	-	-	(21,602,532)	-	-
Investments in associates and joint ventures	6,416,824	-	-	4,318,847	-	-	3,519,890	-	-
Property and equipment, net of accumulated depreciation	6,722,918	-	-	4,763,516	-	-	4,441,468	-	-
Intangible assets and goodwill, net of accumulated amortization	11,569,568	-	-	7,848,705	-	-	7,872,367	-	-
Current and deferred income tax	56,987,580	-	-	46,630,519	-	-	35,008,119	-	-
Other non‑interest‑earning assets	73,931,728	-	-	52,087,514	-	-	41,402,123	-	-
Total non‑interest‑earning assets	187,478,296	-	-	127,336,322	-	-	107,777,583	-	-
*	*	*	*	*	*	*	*	*	*
Total assets	1,180,401,775	147,700,375	12.5%	957,909,378	127,048,252	13.3%	872,337,419	103,893,096	11.9%
⁽¹⁾ Overdue by more than 60 days.

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Interest-bearing and non-interest-bearing liabilities

For the year ended December 31,	R$ in thousands, except %
	2016			2015			2014
	2016			2015			2014
	Average balance	Interest and similar expense	Average rate	Average balance	Interest and similar expense	Average rate	Average balance	Interest and similar expense	Average rate
Interest‑bearing liabilities
Interbank deposits	1,205,451	127,617	10.6%	621,904	74,814	12.0%	695,132	86,232	12.4%
Savings deposits	93,598,769	6,712,509	7.2%	91,075,494	6,450,258	7.1%	84,921,694	5,440,263	6.4%
Time deposits	111,471,035	8,746,203	7.8%	83,978,162	5,942,386	7.1%	91,990,788	6,441,317	7.0%
Funding in the open market	232,718,923	26,767,039	11.5%	211,686,661	23,509,785	11.1%	192,967,597	19,161,452	9.9%
Borrowings and onlendings	65,927,057	3,865,411	5.9%	64,029,996	3,092,184	4.8%	56,123,972	1,821,103	3.2%
Funds from securities issued	151,629,726	17,124,502	11.3%	97,739,942	11,570,606	11.8%	69,849,843	6,689,844	9.6%
Subordinated debt	52,348,349	6,298,555	12.0%	38,601,843	4,669,830	12.1%	35,826,626	3,787,060	10.6%
Insurance technical provisions and pension plans	198,174,725	21,395,550	10.8%	156,922,463	16,102,347	10.3%	136,308,516	10,420,058	7.6%
Total interest-bearing liabilities	907,074,035	91,037,386	10.0%	744,656,465	71,412,210	9.6%	668,684,168	53,847,329	8.1%
*
Non-interest-bearing liabilities
Demand deposits	32,645,961	-	-	26,969,963	-	-	35,138,920	-	-
Other non‑interest‑bearing liabilities	143,993,002	-	-	99,995,194	-	-	91,429,077	-	-
Total non‑interest‑bearing liabilities	176,638,963	-	-	126,965,157	-	-	126,567,997	-	-
*	*	*	*	*	*	*	*	*	*
Total liabilities	1,083,712,998	91,037,386	8.4%	871,621,622	71,412,210	8.2%	795,252,165	53,847,329	6.8%
*	*	*	*	*	*	*	*	*	*
Equity attributable to controlling shareholders	96,263,256	-	-	85,887,584	-	-	76,574,415	-	-
Non-controlling interest	425,521	-	-	400,172	-	-	510,839	-	-
Total liabilities and equity	1,180,401,775	91,037,386	7.7%	957,909,378	71,412,210	7.5%	872,337,419	53,847,329	6.2%

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4.B. Business Overview
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 analysis of average balances during the period and changes in average interest rates on interest-earning assets and interest-bearing liabilities. We allocated the net change from the combined effects of volume and rate proportionately to the average volume and rate, in absolute terms, without considering positive and negative effects:

For the year ended December 31,	R$ in thousands
	2016/2015			2015/2014
	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	9,349,835	243,764	9,593,599	3,065,477	1,560,111	4,625,588
Financial assets available for sale	2,898,616	(2,955,491)	(56,875)	1,295,680	796,708	2,092,388
Investments held to maturity	1,421,564	(160,247)	1,261,317	1,223,916	1,159,026	2,382,942
Financial assets pledged as collateral	337,840	1,131,171	1,469,011	2,078,973	4,237,422	6,316,395
Loans and advances to banks	599,583	(259,429)	340,154	(1,661,949)	1,301,315	(360,634)
Loans and advances to customers	6,635,310	322,198	6,957,508	3,630,993	4,145,116	7,776,109
Central Bank compulsory deposits	1,212,325	(132,221)	1,080,104	(295,217)	605,278	310,061
Other interest‑earning assets	7,558	(253)	7,305	2,823	9,484	12,307
Total interest‑earning assets	22,462,631	(1,810,508)	20,652,123	9,340,696	13,814,460	23,155,156
*
Interest‑bearing liabilities
Interbank deposits	62,733	(9,930)	52,803	(8,871)	(2,547)	(11,418)
Savings deposits	180,254	81,997	262,251	411,163	598,832	1,009,995
Time deposits	2,104,319	699,498	2,803,817	(566,341)	67,410	(498,931)
Funding in the open market	2,397,114	860,140	3,257,254	1,957,905	2,390,428	4,348,333
Borrowings and onlendings	93,999	679,228	773,227	284,580	986,501	1,271,081
Funds from securities issued	6,108,709	(554,813)	5,553,896	3,067,421	1,813,341	4,880,762
Subordinated debt	1,654,115	(25,390)	1,628,725	308,147	574,623	882,770
Insurance technical provisions and pension plans	4,417,198	876,005	5,293,203	1,741,117	3,941,172	5,682,289
Total interest‑bearing liabilities	17,018,441	2,606,735	19,625,176	7,195,121	10,369,760	17,564,881

Net interest margin and spread

The following table shows the average balance of our interest-earning assets, interest-bearing liabilities, and net interest and similar income, and compares net interest margin with net interest spread for the periods indicated:

For the year ended December 31,	R$ in thousands, except %
	2016	2015	2014
	2016	2015	2014
Average balance of interest‑earning assets	992,923,479	830,573,056	764,559,836
Average balance of interest‑bearing liabilities	907,074,035	744,656,465	668,684,168
Net interest income ⁽¹⁾	56,662,989	55,636,042	50,045,767
*
Interest rate on the average balance of interest‑earning assets	14.9%	15.3%	13.6%
Interest rate on the average balance of interest‑bearing liabilities	10.0%	9.6%	8.1%
Net yield on interest‑earning assets ⁽²⁾	4.9%	5.7%	5.5%
*
Net interest margin ⁽³⁾	5.7%	6.7%	6.5%
⁽¹⁾ Total interest income less total interest expenses;
⁽²⁾ Difference between the yield on the rates of the average interest earning assets and the rate of the average interest bearing liabilities; and
⁽³⁾ Net interest income divided by average interest earning assets.

Return on equity and assets

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

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For the year ended December 31,	R$ in thousands, except % and per share information
	2016	2015	2014
	2016	2015	2014
Net income attributable to controlling shareholders	17,894,249	18,132,906	15,314,943
Average total assets	1,180,401,775	957,909,378	872,337,419
Average equity attributable to controlling shareholders	96,263,256	85,887,584	76,574,415
Net income attributable to controlling shareholders as a percentage of average total assets	1.5%	1.9%	1.8%
Net income attributable to controlling shareholders as a percentage of average equity attributable to controlling shareholders	18.6%	21.1%	20.0%
Dividends payout ratio to net income ⁽¹⁾	41.4%	32.2%	31.5%
⁽¹⁾ Dividends and Interest on Equity (net of taxes) divided by net income, discounting legal reserves, according to BR GAAP.

Financial assets held for trading, available for sale, investments held to maturity and financial assets pledged as collateral

The following table shows, as of the dates indicated, the breakdown of our financial assets held for trading, available for sale at fair value and our investments held to maturity at amortized cost. For more information on the treatment of our financial assets held for trading, available for sale and investments held to maturity see Notes 20, 21, 22 and 23 to our consolidated financial statements included in "Item 18. Financial Statements":

December 31,	R$ in thousands, except %
	2016	2015	2014
	2016	2015	2014
Financial assets held for trading
Brazilian government securities	161,103,399	93,833,116	35,014,906
Bank debt securities	18,600,127	15,322,751	15,905,309
Derivative financial instruments	16,755,442	18,870,917	4,421,457
Corporate debt and marketable equity securities	10,383,682	7,674,357	10,332,717
Mutual funds	4,303,781	21,711,385	12,336,964
Brazilian sovereign bonds	1,358,025	1,426,416	418,561
Foreign government securities	635,390	784,507	68,397
Total financial assets held for trading	213,139,846	159,623,449	78,498,311
Financial assets held for trading as a percentage of total assets	17.9%	15.5%	8.4%
*
Financial assets available for sale
Brazilian government securities	59,198,028	66,215,852	70,149,037
Corporate debt securities	42,142,708	35,761,813	41,366,773
Marketable equity securities	9,817,561	9,323,746	5,829,244
Bank debt securities	1,559,043	4,643,044	3,354,779
Brazilian sovereign bonds	401,214	4,791	261,901
Foreign government securities	-	1,746,204	-
Total financial assets available for sale	113,118,554	117,695,450	120,961,734
Financial assets available for sale as a percentage of total assets	9.5%	11.5%	13.0%
*
Investments held to maturity
Brazilian government securities	30,241,947	27,405,022	25,032,157
Corporate debt securities	12,739,187	12,557,446	-
Brazilian sovereign bonds	20,894	41,092	38,874
Total investments held to maturity	43,002,028	40,003,560	25,071,031
Investments held to maturity as a percentage of total assets	3.6%	3.9%	2.7%

96 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

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

December 31,	R$ in thousands, except %
	2016	2015	2014
	2016	2015	2014
Financial assets held for trading
Brazilian government securities	6,282,141	291,498	1,257,413
Total of financial assets held for trading	6,282,141	291,498	1,257,413
Financial assets held for trading as a percentage of total assets	0.5%	0.0%	0.1%

Financial assets available for sale
Brazilian government securities	55,530,423	28,866,615	7,095,516
Corporate debt securities	3,899,878	2,488,929	3,661,955
Bank debt securities	4,742,273	1,817,967	3,858,993
Brazilian sovereign bonds
Total of financial assets available for sale	64,275,415	33,173,511	14,616,464
Financial assets available for sale as a percentage of total assets	5.4%	3.2%	1.6%

Investments held to maturity
Brazilian sovereign bonds	431	-	-
Total of investments held to maturity	431	-	-
Investments held to maturity as a percentage of total assets	-	-	-
*	*	*	*
Loans and advances to banks
Interbank investments	84,728,590	111,024,912	136,738,812
Total of loans and advances to banks	84,728,590	111,024,912	136,738,812
Loans and advances to banks as a percentage of total assets	7.1%	10.8%	14.7%

Total financial assets pledged as collateral	155,286,577	144,489,921	152,612,689
Financial assets pledged as collateral as a % of total assets	13.0%	14.1%	16.4%

97 Bradesco

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	4.B. Business Overview
	Form 20-F

Maturity distribution

The following table shows maturity dates and weighted average yield as of December 31, 2016, for our financial assets held for trading, financial assets available for sale and investments held to maturity:

December 31, 2016	R$ in thousands, except %
	Due in 1 year or less		Due after 1 year up to 5 years		Due after 5 years up to 10 years		Due after 10 years		No stated maturity		Total
	Balance	Average yield	Balance	Average yield	Balance	Average yield	Balance	Average yield	Balance	Average yield	Balance	Average yield
Financial assets held for trading
Brazilian government securities	2,407,834	13.7%	124,684,720	13.5%	27,639,598	13.1%	6,371,247	13.9%	-	-	161,103,399	13.5%
Corporate debt and marketable equity securities ⁽¹⁾	1,112,960	13.3%	4,088,058	13.4%	1,616,673	12.9%	159,548	8.1%	3,406,443	-	10,383,682	13.2%
Bank debt securities	13,222,387	11.4%	5,351,339	11.3%	26,401	9.8%	-	-	-	-	18,600,127	11.4%
Mutual funds ⁽²⁾	-	-	-	-	-	-	-	-	4,303,781	-	4,303,781	-
Derivative financial instruments	16,642,530	-	112,912	-	-	-	-	-	-	-	16,755,442	-
Foreign government securities	309,935	12.0%	325,455	12.0%	-	-	-	-	-	-	635,390	12.0%
Brazilian sovereign bonds	1,307,265	6.0%	27,171	8.4%	17,026	12.5%	6,563	10.3%	-	-	1,358,025	9.5%
Total financial assets held for trading	35,002,911	-	134,589,655	-	29,299,698	-	6,537,358	-	7,710,224	-	213,139,846	-

Financial assets available for sale
Brazilian government securities	8,938,378	13.9%	30,520,554	13.3%	8,277,638	12.3%	11,461,458	12.4%	-	-	59,198,028	13.0%
Brazilian sovereign bonds	-	-	401,214	5.9%	-	-	-	-	-	-	401,214	5.9%
Corporate debt securities	2,899,560	13.7%	28,549,107	11.6%	10,008,225	9.1%	685,816	10.2%	-	-	42,142,708	11.3%
Bank debt securities	67,934	10.9%	780,800	7.3%	709,107	4.6%	1,202	5.4%	-	-	1,559,043	7.3%
Marketable equity securities ⁽²⁾	-	-	-	-	-	-	-	-	9,817,561	-	9,817,561	-
Foreign government securities	-	-	-	-	-	-	-	-	-	-	-	-
Total financial assets available for sale	11,905,872	-	60,251,675	-	18,994,970	-	12,148,476	-	9,817,561	-	113,118,554	-

Investments held to maturity
Brazilian government securities	-	-	11,697,512	15.4%	987,441	14.2%	17,556,994	15.4%	-	-	30,241,947	15.0%
Brazilian sovereign bonds	-	-	20,894	8.0%	-	-	-	-	-	-	20,894	8.0%
Floating rate – bills of exchange	-	-	1,214,034	9.9%	2,081,539	9.7%	9,443,614	9.3%	-	-	12,739,187	9.5%
Total investments held to maturity	-	-	12,932,440	-	3,068,980	-	27,000,608	-	-	-	43,002,028	-

Overall Total	46,908,783	-	207,773,770	-	51,363,648	-	45,686,442	-	17,527,785	-	369,260,428	-
⁽¹⁾ For no stated maturity, it mainly corresponds to marketable equity securities; and
⁽²⁾ Investments in these assets are redeemable at any time in accordance with our liquidity needs. Average yield is not stated, as future yields are not quantifiable.

98 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

The following table shows maturity dates and weighted average yield as of December 31, 2016, for our financial assets pledged as collateral:

December 31, 2016	R$ in thousands, except %
	Due in 1 year or less		Due after 1 year to 5 years		Due after 5 years to 10 years		Due after 10 years		Total
	Balance	Average yield	Balance	Average yield	Balance	Average yield	Balance	Average yield	Balance	Average yield
Financial assets held for trading
Brazilian government securities	450,871	14.2%	3,969,112	13.4%	1,671,155	13.7%	191,003	14.5%	6,282,141	14.0%
Total of financial assets held for trading	450,871	-	3,969,112	-	1,671,155	-	191,003	-	6,282,141	-

Financial assets available for sale
Brazilian government securities	3,767,151	13.6%	39,236,721	13.2%	12,239,662	14.0%	286,889	14.8%	55,530,423	13.9%
Corporate debt securities	-	-	2,504,662	10.5%	1,395,216	9.5%	-	-	3,899,878	10.4%
Brazilian sovereign bonds	-	-	102,841	4.9%	-	-	-	-	102,841	4.9%
Bank debt securities	-	-	2,939,297	5.4%	1,802,976	4.6%	-	-	4,742,273	5.1%
Total of financial assets available for sale	3,767,151	-	44,783,521	-	15,437,854	-	286,889	-	64,275,415	-

Investment held to maturity
Brazilian government securities	-	-	431	13.8%	-	-	-	-	431	13.8%
Total investment held to maturity	-	-	431	13.8%	-	-	-	-	431	13.8%

Loans and advances to banks
Interbank investments	84,728,590	13.8%	-	-	-	-	-	-	84,728,590	13.8%
Total of loans and advances to banks	84,728,590	13.8%	-	-	-	-	-	-	84,728,590	13.8%

Overall Total	88,946,612	-	48,753,064	-	17,109,009	-	477,892	-	155,286,577	-

99 Bradesco

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	4.B. Business Overview
	Form 20-F

The following table shows our financial assets held for trading, financial assets available for sale and investments held to maturity 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	Investments held to maturity	Total
December 31, 2016
Denominated in reais	210,043,774	110,274,881	42,981,134	363,299,789
Denominated in foreign currency ⁽¹⁾	3,096,072	2,843,673	20,894	5,960,639

December 31, 2015
Denominated in reais	155,144,937	110,208,119	39,962,468	305,315,524
Denominated in foreign currency ⁽¹⁾	4,478,512	7,487,331	41,092	12,006,935

December 31, 2014
Denominated in 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
⁽¹⁾ Predominantly U.S. dollars.

The following table shows our financial 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	Total
December 31, 2016
Denominated in reais	6,282,141	55,530,423	84,728,590	431	146,541,585
Denominated in foreign currency ⁽¹⁾	-	8,744,992	-	-	8,744,992

December 31, 2015
Denominated in reais	291,498	28,866,614	111,024,912	-	140,183,024
Denominated in foreign currency ⁽¹⁾	-	4,306,897	-	-	4,306,897

December 31, 2014
Denominated in reais	1,257,413	7,095,516	136,738,812	-	145,091,741
Denominated in foreign currency ⁽¹⁾	-	7,520,948	-	-	7,520,948
⁽¹⁾ Predominantly U.S. dollars.

Loans and advances to customers

The following tables summarize our outstanding loans and advances to customers by category of transaction. Substantially all of our loans and advances to customers are to borrowers domiciled in Brazil and are denominated in reais. The majority of our loans and advances are denominated in reais and indexed to fixed or variable interest rates. A smaller portion of them are denominated in, or indexed to, the U.S. dollar and subject to interest rates:

December 31,	R$ in thousands
December 31,	2016	2015	2014	2013	2012
Type of loans and advances to customers
Working capital	60,390,890	65,501,431	62,155,974	59,180,627	53,298,176
Personal credit ⁽¹⁾	56,255,740	49,681,429	45,807,489	41,922,683	32,240,786
BNDES/Finame onlendings	35,816,560	38,158,108	42,168,754	40,543,267	35,703,861
Vehicles - Direct Consumer Financing (CDC)	23,699,948	26,484,476	30,354,903	32,209,642	33,820,338
Housing loans	60,458,038	48,114,515	40,103,169	27,870,462	22,302,967
Export financing	41,983,307	38,180,619	26,141,531	25,662,214	22,665,551
Credit cards	37,407,733	30,943,428	28,072,447	25,473,079	22,367,978
Rural loans	14,422,799	13,710,274	17,057,992	13,651,917	11,580,061
Guaranteed account	8,583,285	9,831,248	10,500,353	10,422,370	9,800,968
Import financing	7,140,346	11,026,017	9,195,381	8,598,811	6,580,312
Leasing	2,738,611	3,072,777	4,319,148	5,713,481	8,035,454
Insurance premiums receivable	5,517,932	4,757,182	4,257,787	3,717,227	2,893,506
Overdraft facilities	4,209,637	3,904,890	3,665,539	3,312,666	2,988,632
Others	33,459,047	26,957,274	25,396,213	25,701,122	24,657,024
Total portfolio	392,083,873	370,323,668	349,196,681	323,979,568	288,935,614

Impairment of loans and advances	(24,780,839)	(25,455,204)	(21,132,677)	(19,858,234)	(19,914,294)

Net loans and advances to customers	367,303,034	344,868,464	328,064,004	304,121,334	269,021,320
(1) Including payroll-dedcutible loans.

The main types of loans and advances presented are as follows:

100 Form 20-F – December 2016

Table of Contents


4.B. Business Overview
Form 20-F

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

· personal credit – this credit is for individuals, with the objective of financing personal needs or the purchase of consumer goods;

· BNDES/FINAME onlendings – BNDES financing programs are intended for financing the implementation, expansion and modernization of production activities and infrastructure. FINAME operations consist of financing of machinery and equipment manufactured in Brazil;

· vehicles - CDC – this line of credit is directly linked to financing of light and heavy vehicles and motorcycles, new or used, domestic or imported;

· housing loans – these loans are used to acquire real estate that are usually long-term and mortgage loans to construction companies;

· export financing – these are advances on exchange contracts to customers exporting goods or services, individuals and companies, exporting through exchange contracts that are normally short- and medium-term loans, onlending of funds from BNDES-EXIM, export credit notes and bonds, pre-payment for export and operations structured by our units abroad;

· credit card – this credit line is based on previously approved limits for acquisition of goods or services;

· rural credit – this line of credit is for farmers and agricultural cooperatives, funds to cover current costs, investment and marketing of agricultural products;

· guaranteed account – this is a revolving credit line to be used by companies to meet their emergency financial needs;

· import financing – this is a foreign currency financing/refinancing line intended for paying for the acquisition of goods and services made abroad; and

· leasing – leasing contracts consist primarily of leases of equipment and automobiles to both corporate and individual borrowers.

Impairment of loans and advances

Impairment of loans and advances represent our estimates of incurred losses in our portfolio of loans and advances. The assessment of this estimate is based on frequent revisions of individual loans and loans collectively assessed for impairment. For further information on the methodology of calculating the impairment of loans and advances, see Note 3.1 to our consolidated financial statements in "Item 18. Financial Statements."

Charge-offs on loans and advances to customers

Loans and 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."

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 primarily of onlending of Eurobonds and export and import financing, and represented 10.3% in 2016, 13.6% in 2015 and 10.6% in 2014 of our portfolio of loans and advances. In many cases our customers hold derivative instruments to minimize exchange rate variation risk.

101 Bradesco

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	4.B. Business Overview
	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, 2016	R$ in thousands
As of December 31, 2016	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	3,729,346	3,624,817	3,885,345	10,752,989	11,139,767	23,315,822	3,942,804	60,390,890	(2,828,062)	57,562,828
Personal credit	3,081,658	3,481,166	2,217,589	6,799,054	10,211,768	27,199,395	3,265,110	56,255,740	(3,292,568)	52,963,172
BNDES/Finame onlendings	963,354	959,984	938,668	2,757,525	5,430,111	24,742,044	24,874	35,816,560	(481,655)	35,334,905
Vehicles - Direct Consumer Financing (CDC)	1,378,821	1,357,120	1,203,230	3,295,340	5,246,286	9,641,131	1,578,020	23,699,948	(1,575,102)	22,124,846
Housing loans	438,786	750,433	586,579	1,471,454	3,075,958	52,744,529	1,390,299	60,458,038	(839,003)	59,619,035
Export financing	2,262,383	2,919,153	3,285,571	6,459,682	7,999,799	18,319,296	737,423	41,983,307	(675,791)	41,307,516
Credit cards	-	-	-	-	-	-	37,407,733	37,407,733	(4,738,899)	32,668,834
Rural loans	395,963	597,891	612,541	1,845,998	6,631,621	3,983,296	355,489	14,422,799	(451,160)	13,971,639
Guaranteed account	2,176,959	2,432,748	2,198,534	1,137,674	227,013	4,982	405,375	8,583,285	(296,443)	8,286,842
Import financing	1,287,387	771,719	1,097,744	2,444,510	722,640	771,357	44,989	7,140,346	(196,166)	6,944,180
Leasing	120,295	160,279	135,613	372,623	570,928	1,271,188	107,685	2,738,611	(140,801)	2,597,810
Insurance premiums receivable	5,370,299	-	-	-	-	147,633	-	5,517,932	(398,771)	5,119,161
Overdraft facilities	778,940	852,378	505,948	265,658	384,733	44,114	1,377,866	4,209,637	(471,521)	3,738,116
Others	6,941,108	3,285,921	2,008,100	2,877,380	2,569,584	8,120,531	7,656,423	33,459,047	(8,394,897)	25,064,150
Total loans and advances to customers	28,925,299	21,193,609	18,675,462	40,479,887	54,210,208	170,305,318	58,294,090	392,083,873	(24,780,839)	367,303,034
⁽¹⁾ Primarily composed of non-performing loans and advances to customers over 60 days, excluding credit cards operations.

As of December 31, 2016	R$ in thousands
As of December 31, 2016	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	25,365,749	16,975,473	14,606,274	30,095,920	39,535,433	88,320,875	57,306,590	272,206,314
Floating rates	3,559,550	4,218,136	4,069,188	10,383,967	14,674,775	81,984,443	987,500	119,877,559
Total	28,925,299	21,193,609	18,675,462	40,479,887	54,210,208	170,305,318	58,294,090	392,083,873

102 Form 20-F – December 2016

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	4.B. Business Overview
	Form 20-F

As of December 31,	R$ in thousands, except %
	2016		2015		2014
	2016		2015		2014
	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	8,813,581	2.2%	10,250,375	2.8%	6,849,002	2.0%
Federal Government	8,813,581	2.2%	10,241,594	2.8%	6,828,851	2.0%
Petrochemicals	8,813,581	2.2%	10,241,594	2.8%	6,828,851	2.0%
State Government	-	-	8,781	0.0%	20,151	0.0%
Production and distribution of electricity	-	-	8,781	0.0%	20,151	0.0%

Private sector	383,270,292	97.8%	360,073,293	97.2%	342,347,679	98.0%
Manufacturing	68,192,198	17.4%	65,158,837	17.6%	56,651,087	16.2%
Food and beverages	16,616,458	4.2%	13,663,410	3.7%	13,640,472	3.9%
Steel, metallurgy and mechanics	12,037,724	3.1%	11,036,375	3.0%	10,092,318	2.9%
Chemicals	3,730,776	1.0%	5,624,425	1.5%	4,522,057	1.3%
Pulp and paper	5,307,358	1.4%	4,532,249	1.2%	3,886,236	1.1%
Textile and clothing	2,702,434	0.7%	2,905,258	0.8%	3,138,214	0.9%
Oil refining and production of alcohol	1,351,070	0.3%	1,492,215	0.4%	1,816,990	0.5%
Rubber and plastic articles	2,628,035	0.7%	2,820,736	0.8%	2,810,322	0.8%
Extraction of metallic and non-metallic minerals	1,639,453	0.4%	2,390,913	0.6%	1,166,969	0.3%
Light and heavy vehicles	9,661,882	2.5%	8,690,405	2.3%	5,353,212	1.5%
Furniture and wood products	2,031,428	0.5%	2,118,945	0.6%	2,205,048	0.6%
Electro and electronic products	1,261,017	0.3%	1,313,480	0.4%	1,237,075	0.4%
Non-metallic materials	2,539,204	0.6%	1,948,504	0.5%	2,081,481	0.6%
Automotive parts and accessories	2,653,298	0.7%	2,135,485	0.6%	1,998,093	0.6%
Leather articles	1,054,014	0.3%	903,781	0.2%	791,083	0.2%
Publishing, printing and reproduction	633,217	0.2%	552,354	0.1%	578,718	0.2%
Other industries	2,344,830	0.6%	3,030,302	0.8%	1,332,799	0.4%
Commercial	42,791,601	10.9%	41,267,638	11.1%	43,024,256	12.3%
Specialty stores	7,239,349	1.8%	7,562,545	2.0%	8,317,266	2.4%
Food, beverages and tobbaco	5,259,946	1.3%	4,874,823	1.3%	5,553,398	1.6%
Non-specialized retailer	7,161,941	1.8%	6,306,350	1.7%	5,332,616	1.5%
Motor vehicles	2,580,276	0.7%	2,830,651	0.8%	3,604,046	1.0%
Parts, acessories and motor vehicle repairing	2,541,558	0.6%	2,832,476	0.8%	3,066,004	0.9%
Clothing and footwear	2,689,705	0.7%	3,006,953	0.8%	3,079,345	0.9%
Personal and household goods	2,280,972	0.6%	1,877,115	0.5%	2,211,096	0.6%
Waste and scrap	4,102,654	1.0%	3,387,879	0.9%	3,680,167	1.1%
Fuel	1,681,438	0.4%	1,846,528	0.5%	1,970,667	0.6%
Trade intermediaries	809,701	0.2%	1,173,241	0.3%	967,833	0.3%
Wholesale of goods in general	1,152,768	0.3%	1,029,359	0.3%	942,695	0.3%
Agricultural products	2,626,345	0.7%	2,072,597	0.6%	2,292,274	0.7%
Other commercial activities	2,664,948	0.7%	2,467,121	0.7%	2,006,849	0.6%
Services	97,136,221	24.8%	102,629,056	27.7%	97,987,989	28.1%
Transportation and storage	16,244,912	4.1%	17,471,591	4.7%	18,319,498	5.2%
Real estate activities, rentals and corporate services	15,600,214	4.0%	14,618,213	3.9%	13,802,102	4.0%
Civil construction	23,602,999	6.0%	23,340,313	6.3%	24,557,530	7.0%
Production and distribution of electricity, gas and water	5,244,520	1.3%	4,722,345	1.3%	4,616,014	1.3%
Holding companies, legal, accounting and business advisory services	8,764,626	2.2%	7,166,007	1.9%	6,758,970	1.9%
Social services, education, health, defense and social security	6,191,117	1.6%	5,083,060	1.4%	4,778,628	1.4%
Lodging and catering services	2,967,894	0.8%	2,867,336	0.8%	2,919,739	0.8%
Club, leisure, cultural and sport activities	5,034,333	1.3%	5,675,333	1.5%	4,826,010	1.4%
Telecommunications	330,596	0.1%	440,342	0.1%	774,953	0.2%
Other services	13,155,010	3.4%	21,244,516	5.7%	16,634,545	4.8%
Individuals	170,925,871	43.6%	147,859,789	39.9%	141,219,983	40.4%
Agribusiness	4,224,401	1.1%	3,157,973	0.9%	3,464,364	1.0%

Total	392,083,873	100.0%	370,323,668	100.0%	349,196,681	100.0%

Impairment of loans and advances	(24,780,839)		(25,455,204)		(21,132,677)

104 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

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

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

December 31,	R$ in thousands, except %
	2016	2015	2014	2013	2012
	2016	2015	2014	2013	2012
Non-performing loans and advances to customers, over 60 days	23,373,999	18,288,316	14,779,382	13,650,513	14,455,265
Foreclosed assets	1,578,966	1,247,106	1,006,461	832,546	532,973
Total non-performing loans and advances to customers and foreclosed assets	24,952,965	19,535,422	15,785,843	14,483,059	14,988,238
Total loans and advances to customers	392,083,873	370,323,668	349,196,681	323,979,568	288,935,614
Impairment of loans and advances	24,780,839	25,455,204	21,132,677	19,858,234	19,914,294
Non-performing loans and advances as a percentage of total loans and advances to customers	6.0%	4.9%	4.2%	4.2%	5.0%
Non-performing loans and advances and foreclosed assets as a percentage of total loans and advances to customers	6.4%	5.3%	4.5%	4.5%	5.2%
Impairment of loans and advances as a percentage of total loans and advances	6.3%	6.9%	6.1%	6.1%	6.9%
Impairment of loans and advances as a percentage of non-performing loans and advances to customers	106.0%	139.2%	143.0%	145.5%	137.8%
Impairment of loans and advances as a percentage of non-performing loans and advances to customers and foreclosed assets	99.3%	130.3%	133.9%	137.1%	132.9%
Net charge-offs for the period as a percentage of the average balance of loans and advances to customers (including non-performing loans and advances)	4.1%	3.0%	2.7%	3.2%	3.3%

105 Form 20-F – December 2016

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	4.B. Business Overview
	Form 20-F

Impairment of loans and advances

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

December 31,	R$ in thousands, except %
December 31,	2016	2015	2014	2013	2012
Balance at the beginning of the period	25,455,204	21,132,677	19,858,234	19,914,294	17,551,042

Charge-off from assets
Working capital	(3,171,768)	(2,143,675)	(1,507,974)	(1,447,051)	(1,368,689)
BNDES/Finame onlendings	(619,139)	(382,409)	(272,469)	(232,101)	(152,070)
Personal credit	(2,493,626)	(1,855,512)	(1,633,867)	(1,447,057)	(1,111,746)
Credit cards	(1,979,265)	(1,471,292)	(1,410,131)	(1,626,581)	(1,578,143)
Export financing	(121,744)	(256,309)	(35,501)	(58,366)	(27,148)
Leasing	(180,191)	(172,419)	(252,447)	(381,582)	(477,859)
Housing loans	(215,987)	(186,184)	(154,943)	(94,700)	(67,803)
Rural loans	(174,167)	(92,887)	(60,724)	(69,683)	(56,723)
Guaranteed account	(460,516)	(281,858)	(250,973)	(252,838)	(255,157)
Import financing	(310,948)	(327,775)	(45,435)	(6,910)	(2,543)
Overdraft facilities	(1,414,061)	(883,620)	(692,735)	(676,805)	(593,045)
Others ⁽¹⁾	(10,390,738)	(6,489,564)	(6,624,258)	(7,026,270)	(6,383,844)
Total charge-off from assets	(21,532,150)	(14,543,504)	(12,941,457)	(13,319,944)	(12,074,770)
		*	*	*	*
Recoveries
Working capital	753,566	546,963	308,980	294,657	209,557
BNDES/Finame onlendings	222,901	124,143	101,297	69,533	58,937
Personal credit	569,391	547,700	519,378	492,383	388,535
Credit cards	340,405	238,747	504,319	370,184	614,381
Export financing	623,261	30,822	14,972	7,139	1,400
Leasing	95,960	82,692	95,361	83,813	126,208
Housing loans	151,977	1,634	736	720	1,492
Rural loans	65,502	36,953	35,380	42,177	33,778
Guaranteed account	59,991	71,281	46,621	36,268	35,092
Import financing	119,381	32,640	1,120	1,500	12
Overdraft facilities	190,330	168,001	164,864	162,306	143,548
Others ⁽¹⁾	2,314,842	2,263,303	2,131,486	2,079,334	1,373,699
Total recoveries	5,507,507	4,144,879	3,924,514	3,640,014	2,986,639

Net charge–offs	(16,024,643)	(10,398,625)	(9,016,943)	(9,679,930)	(9,088,131)

Net impairment losses on loans and advances	15,350,278	14,721,152	10,291,386	9,623,870	11,451,383

Balance at the end of the period	24,780,839	25,455,204	21,132,677	19,858,234	19,914,294
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)	4.1%	3.0%	2.7%	3.2%	3.3%
⁽¹⁾ Including basically the renegotiating portfolio.

Based on information available regarding our borrowers, we believe the impairment of loans and advances recognized is sufficient to cover incurred losses on our loans and advances.

Allocated impairment of loans and advances

The following tables set forth allocated impairment of our loans and advances for the periods indicated. The allocated loss amount and the loans and advances category are stated as a percentage of total loans and advances:

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4.B. Business Overview
Form 20-F

December 31, 2016	R$ in thousands, except %
December 31, 2016	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	2,828,062	0.8%	15.5%
BNDES/Finame onlendings	481,655	0.1%	9.8%
Vehicles - Direct Consumer Financing (CDC)	1,575,102	0.4%	6.0%
Personal credit	3,292,568	0.9%	14.5%
Credit cards	4,738,899	1.3%	8.9%
Export financing	675,791	0.2%	11.3%
Leasing	140,801	-	0.7%
Housing loans	839,003	0.2%	16.2%
Rural loans	451,160	0.1%	3.9%
Guaranteed account	296,443	0.1%	2.2%
Import financing	196,166	0.1%	1.9%
Overdraft facilities	471,521	0.1%	0.7%
Insurance premiums receivable	398,771	0.1%	1.5%
Others	8,394,897	2.3%	6.9%
Total	24,780,839	6.7%	100.0%
⁽¹⁾ Excludes non-performing loans and advances.

December 31, 2015	R$ in thousands, except %
December 31, 2015	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	5,922,477	1.7%	17.9%
BNDES/Finame onlendings	555,715	0.2%	10.8%
Vehicles - Direct Consumer Financing (CDC)	1,839,711	0.5%	7.1%
Personal credit	2,941,571	0.8%	13.4%
Credit cards	4,005,048	1.1%	7.7%
Export financing	642,533	0.2%	10.8%
Leasing	152,028	-	13.5%
Housing loans	864,111	0.2%	3.8%
Rural loans	544,530	0.2%	2.7%
Guaranteed account	297,873	0.1%	0.8%
Import financing	164,967	-	3.1%
Overdraft facilities	578,631	0.2%	0.8%
Insurance premiums receivable	277,173	0.1%	1.4%
Others	6,668,836	1.9%	6.2%
Total	25,455,204	7.2%	100.0%
⁽¹⁾ Excludes non-performing loans and advances.

107 Form 20-F – December 2016

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	4.B. Business Overview
	Form 20-F

December 31, 2014	R$ in thousands, except %
December 31, 2014	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 %
December 31, 2013	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.

December 31, 2012	R$ in thousands, except %
December 31, 2012	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.

108 Form 20-F – December 2016

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4.B. Business Overview
Form 20-F

Loans and advances to banks

The following tables summarize our outstanding loans and advances to banks by type, and changes in impairment on loans and advances for the periods shown:

December 31,	R$ in thousands
December 31,	2016	2015	2014
Repurchase agreements
Own portfolio position
Financial treasury bills	28,000,310	199,996	8,750,847
National treasury bills	13,211,900	11,637,051	11,876,655
National treasury notes	42,584,901	17,058,798	35,890,277
Debentures	271,279	362,215	-
Others	6,461	4,293	60,497
Short position
Brazilian government securities	1,103,295	370,759	860,065
Total of repurchase agreements	85,178,146	29,633,112	57,438,341

Loans and advances to banks
Interbank deposits	5,387,769	1,017,666	7,652,396
Foreign currency transactions	2,341,124	2,149,301	681,573
Bank deposit certificates	454,104	833,909	4,398,294
Credit acquisition with co-obligation	1,484,391	2,037,739	2,848,280
Impairment of loans and advances	(7,398)	(51,317)	(44,265)
Total of loans and advances to banks	9,659,990	5,987,298	15,536,278

Total	94,838,136	35,620,410	72,974,619

December, 31	R$ in thousands
December, 31	2016	2015	2014
Balance at the beginning of the year	51,317	44,265	43,242
Additions/Reductions	(43,919)	7,052	1,023
Balance at the end of the year	7,398	51,317	44,265

Average deposit balances and interest rates

The following table shows the average balances of deposits as well as the average interest rate paid on deposits for the periods indicated:

For the year ended December 31,	R$ in thousands, except %
	2016		2015		2014
	Average balance	Average rate	Average balance	Average rate	Average balance	Average rate
Deposits
Non–interest–bearing deposits
Demand deposits	32,645,961	-	26,969,963	-	35,138,920	-
Total non-interest-bearing deposits	32,645,961	-	26,969,963	-	35,138,920	-
*
Interest–bearing deposits
Interbank deposits	1,205,451	10.6%	621,904	11.8%	695,132	12.4%
Savings deposits	93,598,769	7.2%	91,075,494	7.1%	84,921,694	6.4%
Time deposits	111,471,035	7.8%	83,978,162	7.1%	91,990,788	7.0%
Total interest–bearing deposits	206,275,255	-	175,675,560	-	177,607,614	-
Total deposits	238,921,216	-	202,645,523	-	212,746,534	-

Maturity of deposits

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

109 Form 20-F – December 2016

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	4.B. Business Overview
	Form 20-F

December 31, 2016	R$ in thousands
December 31, 2016	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⁾	31,724,737	-	-	-	31,724,737
Total non-interest-bearing deposits	31,724,737	-	-	-	31,724,737

Interest–bearing deposits
Interbank deposits	302,015	213,309	6,399	61,157	582,880
Savings deposits⁽¹⁾	97,088,828	-	-	-	97,088,828
Time deposits	4,933,391	4,984,974	7,230,130	70,137,800	87,286,295
Total interest–bearing deposits	102,324,234	5,198,283	7,236,529	70,198,957	184,958,003

Total domestic deposits	134,048,971	5,198,283	7,236,529	70,198,957	216,682,740

International deposits⁽²⁾
Non–interest–bearing deposits
Demand deposits	1,695,374	-	-	-	1,695,374
Total non-interest-bearing deposits	1,695,374	-	-	-	1,695,374

Interest–bearing deposits
Interbank deposits	5,992	-	-	-	5,992
Time deposits	11,000,234	2,055,481	2,227,399	568,458	15,851,572
Total interest–bearing deposits	11,006,226	2,055,481	2,227,399	568,458	15,857,564

Total international deposits	12,701,600	2,055,481	2,227,399	568,458	17,552,938

Total deposits	146,750,571	7,253,764	9,463,928	70,767,415	234,235,678
⁽¹⁾ Demand deposits and savings deposits are classified as due in up to three months, without taking into account the average turnaround history; and
⁽²⁾ Denominated in currencies other than reais, primarily U.S. dollars.

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

December 31, 2016	R$ in thousands
December 31, 2016	Domestic currency	International currency
Maturity within 3 months	3,933,372	11,109,387
Maturity after 3 months but within 6 months	4,290,528	2,044,453
Maturity after 6 months but within 12 months	6,647,946	2,227,399
Maturity after 12 months	63,340,152	568,458
Total deposits in excess of US$100,000	78,211,998	15,949,697

Funding in the open market

Funding in the open market amounted to R$241,979 million as of December 31, 2016, R$222,291 million as of December 31, 2015 and R$219,360 million as of December 31, 2014.

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

110 Form 20-F – December 2016

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5.A. Operating Results
Form 20-F

For the year ended December 31,	R$ in thousands, except %
For the year ended December 31,	2016	2015	2014
Funding in the open market
Amount outstanding	241,978,931	222,291,364	219,359,890
Maximum amount outstanding during the period	246,668,210	238,178,168	219,359,890
Weighted average interest rate at period end ⁽¹⁾	12.5%	13.8%	9.7%
Average amount during the period	232,718,923	211,686,661	192,967,597
Weighted average interest rate	11.5%	11.1%	9.9%
⁽¹⁾ We calculated the average balances using the month-end book balances, including the related allocated interest.

4.C. Organizational Structure

We are a publicly-held company controlled by Cidade de Deus Participações, a holding company owned by the Aguiar Family, Fundação Bradesco and another holding company, Nova Cidade de Deus Participações S.A., or "Nova Cidade de Deus." Nova Cidade de Deus is owned by Fundação Bradesco and by BBD Participações. For further information about our shareholding structure, see "Item 7.A. Major Shareholders." For further information about our significant subsidiaries as of December 31, 2016, see Exhibit 8.1 to this annual report.

4.D. Property, Plants and Equipment

As of December 31, 2016, we owned 895 properties and leased 4,374 properties throughout Brazil and 10 properties abroad, all of which we used for the operation of our network of branches and our business. We own the buildings where our headquarters are located in Cidade de Deus, Osasco, São Paulo metropolitan region, State of São Paulo. Rental agreements have an average duration of seven years.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

5.A. Operating Results

This discussion should be read in conjunction with our audited consolidated financial statements, the notes thereto and other financial information included elsewhere in this annual report.

Overview

Our results of operations are affected by, among others, the following factors:

Brazilian Economic Conditions

Our results of operations are directly affected by economic conditions in Brazil. Such economic conditions directly impact our customers’ ability to pay their financial obligations on time, which affects our impairment of loans and advances and our balance of outstanding loans and advances. In addition, the impact of economic conditions on exchange rates affects our net interest income, since part of our financial assets and liabilities are denominated in or indexed to foreign currencies, primarily U.S. dollars.

In 2014, GDP grew by 0.5% compared to the previous year. The 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 IPCA index, was 6.4% for the fiscal year ended December 31, 2014.

In 2015, GDP recorded a retraction of 3.8% compared to the previous year. The real has depreciated to R$3.9048 per U.S. dollar on December 31, 2015, compared with R$2.6562 per U.S. dollar on December 31, 2014. The COPOM has increased the basic interest rate from 11.75% on December 31, 2014 to 14.25% on December 31, 2015. The inflation, measured by the IPCA, was 10.7% for the year ended December 31, 2015.

In 2016, GDP retracted by 3.6% compared to the previous year. The real appreciated to R$3.2591 against the U.S. dollar at December 31, 2016, compared with R$3.9048 per U.S. dollar on December 31, 2015. The COPOM has decreased the basic interest rate from 14.25% on December 31, 2015 to 13.75% on December 31, 2016. The inflation, measured by the IPCA, was 6.3% for the year ended December 31, 2016.

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	5.A. Operating Results
	Form 20-F

The following table shows Brazilian inflation measured by IPCA, the appreciation/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:

	In R$, except %
	2016	2015	2014
Inflation (IPCA)	6.3%	10.7%	6.4%
Appreciation/(depreciation) of the real against the U.S. dollar	16.5%	(47.0)%	(13.4)%
Period-end exchange rate-US$1.00	3.2591	3.9048	2.6562
Average exchange rate‑US$1.00 ⁽¹⁾	3.4849	3.3314	2.3586
⁽¹⁾ Average exchange rate considering the closing exchange rates at the end of each month starting December of the previous year.
Sources: FGV and the Central Bank.

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

	2016	2015	2014

Change in real GDP ⁽¹⁾	(3.6)%	(3.8)%	0.5%
Average base interest rates ⁽²⁾	14.0%	13.3%	10.9%
Average interbank interest rates ⁽³⁾	14.0%	13.2%	10.8%
⁽¹⁾ Calculated by dividing the change 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 B3 methodology (ex-Clearing and Custody Chamber -"CETIP") (based on nominal rates).
Sources: The Central Bank, the Brazilian Geography and Statistics Institute and B3.

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

In 2016, a slower growth of the US economy led the Federal Reserve to raise interest rates in December. However, after the republican candidate was elected to the White House, long-term US interest rates began to reflect recurring increases in the base rate in the following years. Broadly speaking, the consensus is that the new US economic policy will be more expansionary, and will generate an environment with more inflation, and, therefore, higher interest rates. As a result, global liquidity has been declining, with consequences for emerging currencies. However, it is not clear that this initial reaction will continue, because increased world growth in itself is favorable for emerging economies. On the other hand, there was an increase in political uncertainty in countries of great importance to the world economy. Potential important changes are highlighted in countries such as the USA, the United Kingdom, France, Germany, the Netherlands, and possibly Italy. In other words, the ambiguity between greater global growth and increased political risk should be the keynote of 2017.

Accordingly, the main risks to the achievement of a benign scenario of continuing world economic recovery this year are concentrated on the political front, as previously mentioned. In his campaign speech, Donald Trump advocated protectionist measures, scaling up fiscal spending and investments in infrastructure. Although a scenario of increased growth in the short term due to fiscal policy and investments in infrastructure is very likely, there is enormous unpredictability regarding trade policies with China and Mexico, and regarding the general geopolitical position of this new government. Added to this is the risk of higher inflation in the US, resulting in a more intense rise in basic and future interest rates, leading to the risk of capital flight from emerging countries.

Elections in major European countries also figure as potential factors to increase the volatility of financial markets. In addition, it is important to consider the developments of Brexit: there may be a reduction in the trade channel between the United Kingdom and Europe, and the negative contagion can also occur by increasing the risk of political fragmentation within the Eurozone, at a time when there is a need to maintain monetary stimuli and possible new stimuli that require political consensus. The banking sector in Europe also deserves attention: there is the deleveraging process of the financial system observed since 2011, with banks sensitive to increases in overdue loans.

For China, in addition to the expected effects of the declining real estate activity on investments and industrial production, we understand that the demands of conducting economic policy and the need for significant structural adjustments can become a risk for markets, even if the base scenario is that of smooth deceleration for Chines growth, and therefore, of slightly higher commodity prices.

112 Form 20-F – December 2016

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5.A. Operating Results
Form 20-F

Effects of interest rates and devaluation/appreciation on net interest income

During periods of high interest rates, our interest income increases due to increasing interest rates on our interest-earning assets. At the same time, our interest expense increases as interest rates on our interest-bearing liabilities also increase. Changes in the volumes of our interest-earning assets and interest-bearing liabilities also affect our interest income and interest expense. For example, an increase in our interest income attributable to an increase in interest rates may be offset by a decrease in the volume of our outstanding loans.

In addition, when 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, for example, in 2010 and 2016, we incurred: (i) losses on our assets denominated in, or indexed to, foreign currencies; and (ii) gains in our liabilities denominated in, or indexed to, foreign currencies.

In 2015, our net interest income increased by 11.2% as compared to 2014, from R$50,046 million in 2014 to R$55,636 million in 2015. This growth is mainly related to: (i) gains from changes in average interest rates, which includes the effect from the depreciation of the real and contributed R$3,445 million as a result of the increase in the average net interest margin, from 6.5% in 2014 to 6.7% in 2015; and (ii) the increase in the business volume, which contributed R$2,146 million.

In 2016, our net interest income increased by 1.8% in relation to 2015, from R$55,636 million in 2015 to R$56,663 million in 2016. This growth is mainly related to the increase in the business volume, which contributed R$5,444 million, mainly due to the consolidation of HSBC Brasil. This increase was partially offset by changes in average interest rates, which includes the effect from the appreciation of the real and impacted in R$4.417 million as a result of the decrease in the average net interest margin, from 6.7% in 2015 to 5.7% in 2016.

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

December 31,	R$ in thousands
December 31,	2016	2015	2014
Assets
Cash and balances with banks	2,254,550	8,305,430	3,843,397
Financial assets held for trading	3,096,072	4,478,512	2,038,386
Financial assets available for sale	2,843,673	7,487,331	3,785,493
Investments held to maturity	20,894	41,092	38,874
Financial assets pledged as collateral	8,744,991	4,306,897	7,520,948
Loans and advances to banks	2,402,807	2,368,658	830,812
Loans and advances to customers	37,774,932	50,250,575	37,038,632
Property and equipment, net of accumulated depreciation	25,823	27,617	15,570
Intangible assets and goodwill, net of accumulated amortization	14,138	29,354	25,425
Taxes to be offset	33,558	44,450	32,732
Deferred income tax assets	262,502	1,388,929	241,203
Other assets	12,328,661	12,373,038	9,073,892
Total assets	69,802,601	91,101,883	64,485,364
Off‑balance sheet accounts – notional value
Derivatives
Futures	100,581,577	96,679,181	25,844,968
Forward	70,938,623	72,408,901	7,590,571
Options	1,480,183	744,507	1,246,097
Swaps	129,516,898	171,025,037	50,280,914
Total assets with derivatives (a)	372,319,882	431,959,509	149,447,914

113 Form 20-F – December 2016

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	5.A. Operating Results
	Form 20-F

December 31,	R$ in thousands
December 31,	2016	2015	2014
Liabilities
Deposits from banks	29,842,987	36,944,658	24,081,365
Deposits from customers	17,436,355	27,576,216	29,834,903
Financial liabilities held for trading	324,190	1,300,208	820,843
Funds from securities issued	5,815,118	9,477,171	8,766,126
Subordinated debt	11,455,186	13,714,437	9,321,576
Insurance technical provisions and pension plans	653	946	845
Other provisions	13,816	13,218	10,946
Current income tax liabilities	12,990	27,137	22,691
Other liabilities	10,424,283	6,747,195	5,792,368
Total liabilities	75,325,578	95,801,186	78,651,663
Off‑balance sheet accounts – notional value
Derivatives
Futures	131,518,068	114,575,804	41,542,624
Forward	72,763,569	72,557,432	7,324,830
Options	1,851,857	1,194,413	2,258,312
Swap	142,154,441	181,459,003	52,176,186
Total liabilities with derivative (b)	423,613,513	465,587,838	181,953,615
Net exposure (a-b)	(51,293,631)	(33,628,329)	(32,505,701)

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

Our net exposure in relation to our total assets amounted to 4.3% as of December 31, 2016, 3.3% as of December 31, 2015 and 3.5% as of December 31, 2014.

Taxes

Our income tax expenses comprise IRPJ, which is levied at a rate of 15.0% on our adjusted net income, plus an additional 10.0% and the Social Contribution Tax, which is levied at a rate of 15.0% on our adjusted net income, both are federal taxes.

In January 2008, the government increased the social contribution tax rate for the financial sector from 9.0% to 15.0%. Financial institutions have been incurring the social contribution tax on adjusted net income at a 15.0% rate since May 2008. The legality of this increase is being challenged in actions brought before the Brazilian Supreme Court. If the Brazilian Supreme Court decides that this increase is not legal, we will be entitled to recover any amount we have paid under the 15.0% tax rate regime in excess of what we would have incurred for the social contribution tax under the 9.0% regime. For financial institutions and similar companies and companies in the insurance industry, the social contribution on the net income, was calculated until August 2015, using a rate of 15.0%. For the period between September 2015 and December 2018, the rate was changed to 20.0%, pursuant to Law No. 13,169/15. The rate will return to 15.0% beginning in January 2019. For the other companies, the social contribution is calculated considering the rate of 9.0%.

Corporations based in Brazil may pay shareholders interest on equity as an alternative form of making a portion of dividend distributions, which are deductible from taxable income. We intend to maximize the amount of dividends we pay in the form of interest on equity. For further information on our tax expenses, see "Item 4.B. Business Overview – Regulation and Supervision – Taxation – Income Tax and social contribution on profits" and "Item 10.B. Memorandum and Articles of Association – Organization – Allocation of net income and distribution of dividends" and "Item 10.E. Taxation – Brazilian tax considerations – Distributions of interest on equity."

Impact of material acquisitions and strategic alliances on our future financial performance

We believe that the acquisitions and strategic 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.”

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5.A. Operating Results
Form 20-F

Critical accounting policies

Our significant accounting policies are described in Note 2 to our audited consolidated financial statements in "Item 18. Financial Statements." The following section describes the areas that require the most judgment or involve a higher degree of complexity in the application of the accounting policies that currently affect our financial condition and results of operations. The accounting estimates we make in these contexts involve making assumptions about highly uncertain matters. In each case, other estimates or changes in the estimates between periods could cause a material impact on our financial condition and results of operations, as shown in our financial statements.

Impairment of loans and advances

At the end of each reporting period, we adjust our impairment of loans and advances based on an analysis of our portfolio, including estimated impairment of loans and advances.

The determination of the impairment of loans and advances, by nature requires judgments and assumptions about the portfolio of loans and advances, for both specific products and portfolios and on an individual basis. When we analyze our portfolio as a whole, several factors can affect our estimate of the likely range of losses, depending on the methodology we use for measuring historical delinquency rates and the historical period we consider in making those measurements.

Additional factors that may affect the determination of impairment of loans and advances include:

· general economic conditions and conditions in the relevant industry;

· past experience with the relevant debtor or industry, including recent loss experience;

· trends affecting quality of loans;

· value of collateral for loans and advances;

· volume, composition and growth of our loans and advances;

· the government's monetary policy; and

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

We use models to analyze portfolio of loans and advances and determine the extent of impairment. Statistical loss factors and other risk indicators are applied to loan and advances pools with similar risk characteristics in arriving at an estimate of incurred losses in the portfolio to calculate the models. Although models are often monitored and reviewed, by their nature, they depend on judgments made in relation to information and/or forecasts used. The volatility of the economy is one of the reasons that may lead to greater uncertainty in our models than would be expected in more stable macroeconomic environments. Consequently, our impairment of loan and advances may not be indicative of actual future losses.

For a sensitivity analysis, we assess the impact of an increase in the probability of default (PD) over the amount of impairment. In this assessment, an increase of 10.0% in the PD as of December 31, 2016, would have increased the impairment by R$499.2 million. This sensitivity analysis is hypothetical, and is only meant to illustrate the impact that the expected delinquency has on determining impairment.

The process of determining the level of impairment of loans and advances requires the use of estimates and judgment. Actual losses in the period as shown in subsequent periods may differ from initial calculations based on such estimates and assumptions.

For additional information regarding our practices related to the impairment of loans and advances, see "Item 4.B. Business Overview – Selected Statistical Information – Impairment of loans and advances and Non-performing loans and advances and impairment of loans and advances."

Fair value of financial instruments

The financial instruments recorded at fair value in our consolidated financial statements consist primarily of financial assets held for trading, including derivatives and financial assets available for sale. The fair value of a financial instrument is the amount for which it could be traded in an arm’s length 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.

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	5.A. Operating Results
	Form 20-F

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, 2016, R$5,292 million, or 1.4%, 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 as Level 2 of the valuation hierarchy and 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, including the period to maturity. These inputs are used to value the position. Most market inputs are observable and can be obtained mainly from B3 and the secondary market.

The imprecise nature of estimating non-observable market data may impact amounts of revenue or loss posted for a particular position. In addition, although we believe our valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments may result in a different estimate of fair value on reporting date. For a detailed discussion of the determination of fair value of financial instruments, see Note 3 to our consolidated financial statements in "Item 18. Financial Statements."

Impairment of financial assets available for sale

Periodically, we assess the existence of impairment of financial assets available for sale if there is a prolonged or significant decrease in their fair value, see Note 2(f)(viii)(b) to our consolidated financial statements in "Item 18. Financial Statements."

Determining a prolonged or significant decrease in value requires the use of judgment, as to what normal volatility is for asset prices, among other factors.

In addition, valuations use market prices or valuation models that require the use of certain assumptions or judgment to estimate fair value.

Classification of securities

The classification of securities into financial assets held for trading, available for sale, or investments held to maturity categories is based on Management's intention to hold or trade such securities at the time of acquisition. The accounting treatment of the securities we hold depends on whether we classify them at acquisition as financial assets held for trading, available for sale or investments held to maturity. Changes in circumstances may modify our strategy with respect to a specific security, requiring transfers among the three categories.

Impairment of goodwill

At least every year, we have to determine whether the current carrying value of goodwill has been impaired or not. The first step in the process is identifying independent cash generating units and their allocations of goodwill. A unit's carrying amount, including allocated goodwill, is then compared to value in use to see whether there is impairment. If a cash-generating unit's value in use is less than carrying amount, goodwill is impaired. Detailed calculations to reflect changes in the market in which a business operates may be required (e.g. competition and regulatory change). Calculations are based on discounted cash flows before tax at an interest rate adjusted by appropriate risk for the operational unit; in both cases determining these values requires the use of judgment. Although predictions are compared to current performance and external economic data, expected cash flows reflect our outlook for future performance.

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5.A. Operating Results
Form 20-F

Income tax

The determination of our income tax liability (including social contribution) is a complex task that is related to our analysis of deferred tax assets and liabilities and income tax payable. In general, our assessment requires us to estimate future amounts of current and deferred income tax. Our assessment of the possibility of realizing deferred tax is subjective and involves assessments and assumptions that are inherently uncertain. Realization of deferred tax assets is subject to changes in future interest rates and developments of our strategies. Support for our assessments and assumptions may change over time because of unanticipated events or circumstances that affect the determination of our tax liability.

Significant judgment is required to determine whether an income tax position will be sustained upon examination, even after the outcome of any administrative or judicial proceeding based on the technical merits. Judgment is also required to determine the value of a benefit eligible for recognition in our consolidated financial statements.

Additionally, we monitor interpretation of tax legislation and decisions made by tax authorities and courts, in order to adjust any previous judgment as to accrued income tax. This monitoring may also arise from our income tax planning and or settlement of income tax disputes and may be significant for our operating income in any given period. For further information on our income tax, see Note 17 to our consolidated financial statements in "Item 18. Financial Statements."

For additional information regarding our income tax, see "Item 4.B. Business Overview – Regulation and Supervision – Taxation – Income and social contribution taxes on profits."

Insurance technical provisions and pension plans

Our insurance technical provisions and pension plans are liabilities for amounts we estimate will be due to our policyholders and plan participants at a certain point in the future. These values represent the future claims/benefits stated in contracts, such as retirement payments, pensions, individual and group life insurance, health insurance and damage insurance, among other items.

Benefits and claims stated in contracts also include provisions for claims incurred but not reported relating to health, property and life insurance. We recognize claims in the period in which the service was provided to our policyholders. However, claim costs incurred in a particular period are not known with certainty until we receive the reports, process them, and pay out the claims. We 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. For additional information, see Note 2(o) to our consolidated financial statements. In short-term contracts, the complementary reserve for coverage can also be recognized to cover any resulting differences between the expected value of the future claims and future related expenses and the expected value of future premiums.

For certain products offered, such as pension plans and funds, participants go through two distinct phases as part of the contract: first accumulating assets, then enjoying benefits. During the accumulation phase, technical provisions increase as contributions are received and interest is credited (based on contractual arrangements) and decrease by the benefits and redemptions paid. If provisions are insufficient to honor future commitments, the complementary reserve for coverage 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 and the current law.

For sensitivity analysis purposes, regarding life and damage, except for life individual insurance, the impact of a 100 basis points increase in claims in the last 12 months, with the calculation base date being December 31, 2016, would be of R$150.3 million 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 R$146.7 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$31.8 million on income and shareholders’ equity after taxes and contributions, while an increase of 500 bps in the conversion into income would represent a negative impact of R$48.3 million on income and shareholders’ equity after taxes and contributions.

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	5.A. Operating Results
	Form 20-F

Use of estimates and judgements

Upon issuance of the financial statements, we also make estimates and assumptions concerning useful lives of certain non-financial assets and possible impairment of a specific asset or group of assets. Estimates are by nature based on judgment and available information. Therefore, actual results may differ from these estimates. For further information on the use of estimates and judgements, see Note 4 to our consolidated financial statements in “Item 18. Financial Statements.”

Commitments and contingencies

We have contractual obligations to make certain payments to third parties, in accordance with the amounts presented in the following table:

Contractual Obligations	R$ in thousands
	Payments due as of December 31, 2016
	Less than 1 year ⁽¹⁾	1 to 3 years	3 to 5 years	More than 5 years	Total
Time deposits	32,431,608	67,056,440	3,585,364	64,455	103,137,867
Funding in the open market	213,799,155	27,833,766	320,535	25,475	241,978,931
Borrowings	19,808,556	1,867,834	489,025	-	22,165,415
Onlendings	11,211,567	14,613,712	4,859,577	5,345,731	36,030,587
Funds from securities issued	92,716,123	52,740,759	4,496,988	1,148,068	151,101,938
Subordinated debt	11,399,544	15,133,984	6,420,174	19,657,362	52,611,064
Insurance technical provisions and pension plans	187,388,707	28,451,293	-	-	215,840,000
Other obligations	88,068,152	2,210,871	1,770,902	4,915,590	96,965,515
Total	656,823,412	209,908,659	21,942,565	31,156,681	919,831,317
⁽¹⁾ Based on our historical experience, we expect that most of our obligations that are contractually due within one year will be rolled over.

Off-balance sheet financial guarantees

In addition to our loans and advances, we have credit-related transactions with our customers for attending to their financing needs. In accordance with IFRS, these transactions are not recorded on our balance sheet. The following table summarizes these financial arrangements as of December 31, 2016:

Contractual Obligations	R$ in thousands
	Payments due as of December 31, 2016
	Less than 1 year	1 to 3 years	3 to 5 years	More than 5 years	Total
Financial guarantees	28,880,422	19,079,966	6,463,589	24,525,506	78,949,483
Letters of credit	320,536	8,479	-	-	329,015
Total	29,200,958	19,088,445	6,463,589	24,525,506	79,278,498

We guarantee our customers' performance in obligations with a third party. We have the right to seek reimbursement from our customers for any amounts paid under these guarantees. Additionally, we may hold cash or other collateral with high liquidity to guarantee these obligations. These agreements are subject to the same credit evaluation as other loans granted.

Letters of credit are conditional commitments issued by us to guarantee the performance of a customer's obligations with third parties. We issue commercial letters of credit to facilitate foreign trade transactions and to support public and private borrowing agreements, including commercial papers, bond financing and similar transactions. These instruments are short-term commitments to pay a third party beneficiary under certain contractual conditions, for the shipment of products. Contracts are subject to the same credit evaluations as other loans granted.

We expect many of these guarantees to expire without the need to advance any cash. Therefore, in the ordinary course of business, we expect that these transactions will have virtually no impact on our liquidity.

Results by operational segment

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

The following data about different segments were prepared based on reports made for Management to assess performance and make decisions on allocating funds for investments and other purposes. Our Management uses various data, including financial data prepared under accounting practices adopted in Brazil and non-financial metrics compiled on different bases. Our consolidated financial statements and consolidated financial data included in this analysis are prepared in accordance with IFRS, when results by segments significantly differ to results derived from our consolidated financial statements, such differences will be explained in conjunction with the explanations of the results that precede them. See Note 5 to our consolidated financial statements in "Item 18. Financial Statements."

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5.A. Operating Results
Form 20-F

For a description of our operational segment's operations, see "Item 4.B. Business Overview."

Results of operations for the year ended December 31, 2016 compared with the year ended December 31, 2015

The following tables set forth the principal components of our net income for 2016 and 2015, on a consolidated basis and by segment.

Consolidated	R$ in thousands, except %
	For the year ended December 31,
	2016	2015	% change
	2016	2015	% change
Net interest income	56,662,989	55,636,042	1.8%
Net Impairment losses on loans and advances	(15,350,278)	(14,721,152)	4.3%
Non‑interest income	115,171,491	77,043,849	49.5%
Non‑interest expense	(124,578,746)	(108,355,156)	15.0%
Income before income taxes	31,905,456	9,603,583	232.2%
Income tax and social contribution	(13,912,730)	8,634,322	-
Net income for the year	17,992,726	18,237,905	(1.3)%
Net income attributable to controlling shareholders	17,894,249	18,132,906	(1.3)%
Net income attributable to non-controlling interest	98,477	104,999	(6.2)%

Segment	R$ in thousands, except %
	For the year ended December 31,
	Banking			Insurance, Pension Plans and Capitalization Bonds
	2016	2015	% Change	2016	2015	% Change
Net interest income	49,156,109	46,934,849	4.7%	5,374,229	5,973,694	(10.0)%
Net Impairment losses on loans and advances	(18,829,460)	(16,479,985)	14.3%	-	-	-
Non‑interest income	41,414,563	15,639,366	164.8%	75,664,123	66,345,008	14.0%
Non‑interest expense	(54,448,727)	(46,839,516)	16.2%	(71,473,806)	(63,805,032)	12.0%
Income before income taxes	17,292,485	(745,286)	-	9,564,546	8,513,670	12.3%
Income tax and social contribution	(7,995,420)	12,621,169	-	(3,915,822)	(3,192,918)	22.6%
Net income	9,297,065	11,875,883	(21.7)%	5,648,724	5,320,752	6.2%
Net income attributable to controlling shareholders	9,293,766	11,874,609	(21.7)%	5,550,662	5,215,765	6.4%
Net income attributable to non-controlling interest	3,299	1,274	158.9%	98,062	104,987	(6.6)%

Net interest income

The table below shows the main components of our net interest income before impairment of loans and advances for 2016 and 2015, on a consolidated basis and by segment:

	R$ in thousands, except %
	2016	2015	% Change
	2016	2015	% Change
Consolidated
Interest and similar income	147,700,375	127,048,252	16.3%
Interest and similar expenses	(91,037,386)	(71,412,210)	27.5%
Net interest income	56,662,989	55,636,042	1.8%
Banking
Interest and similar income	118,585,106	106,807,027	11.0%
Interest and similar expenses	(69,428,997)	(59,872,178)	16.0%
Net interest income	49,156,109	46,934,849	4.7%
Insurance, Pension Plans and Capitalization Bonds
Interest and similar income	26,769,779	22,076,041	21.3%
Interest and similar expenses	(21,395,550)	(16,102,347)	32.9%
Net interest income	5,374,229	5,973,694	(10.0)%

119 Form 20-F – December 2016

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	5.A. Operating Results
	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, how much was attributable to changes in average interest rates and how much was attributable to variation to the effects of the appreciation/depreciation of the real for 2016 and 2015, respectively:

	R$ in thousands
	Consolidated	Banking	Insurance, Pension Plans and Capitalization Bonds
	2016/2015
	Increase/(decrease)
Due to changes in average volume of interest‑earning assets and interest‑bearing liabilities	5,444,190	2,725,776	263,365
Due to changes in average interest rates	(4,366,345)	(453,498)	(862,854)
Due to Brazilian real appreciation/depreciation	(50,898)	(51,018)	24
Net change	1,026,947	2,221,260	(599,465)

Banking

Our net interest income increased by 4.7% from R$46,935 million in 2015 to R$49,156 million in 2016. This increase was mainly due to an increase in the average volume of business contributing R$2,726 million to the result, as a result of: (i) a 12.7% increase in the average balance of interest-earning assets, increasing our revenues by R$12,199 million, mainly due to the increase of: (a) 10.5% in the average balance of loans and advances to customers; (b) 32.4% in the average balance of financial assets available for sale; and (c) 86.8% in the average balance of investments held to maturity, partially offset by: (ii) the 14.7% increase in the average balance of the interest-bearing liabilities, which impacted the results by R$9,473 million, in particular the increase of: (a) 55.3% in the average balance of funds from securities issued; and (b) 32.8% increase in the average balance of time deposits. In general, the increase in the average volume of business was mainly due to the consolidation of HSBC Brasil. This increase was partially offset by changes in the average interest rates, which had a negative impact on our results of R$454 million. The impact on our net interest income, due to the appreciation of the real, was R$51 million.

Insurance, pension plans and capitalization bonds

Our net interest income decreased by 10.0%, from R$5,974 million in 2015 to R$5,374 million in 2016. This reduction was mainly due to changes in average interest rates, impacting our results by R$863 million, primarily as a result of the increase in the average interest rate paid on our interest-bearing liabilities, from 10.3% in 2015 to 10.8% in 2016. This reduction was partially offset by an increase in the average volume of business, contributing with R$263 million to our result, mainly, influenced by the consolidation of HSBC Brasil.

Interest and similar income

The following tables show, on a consolidated basis and by segment, the average balance of the principal components of our interest-earning assets and the average interest rates earned in 2016 and 2015:

Consolidated	R$ in thousands, except %
	For the year ended December 31,
	2016	2015	% Change
	2016	2015	% Change
Average balance of interest‑earning assets
Financial assets held for trading	180,250,789	108,737,397	65.8%
Financial assets available for sale	122,649,627	95,434,117	28.5%
Investments held to maturity	41,834,019	32,732,694	27.8%
Financial assets pledged as collateral	150,544,635	148,107,052	1.6%
Loans and advances to banks	67,961,405	63,314,643	7.3%
Loans and advances to customers	373,112,857	337,673,348	10.5%
Compulsory deposits with the Central Bank	55,847,576	43,933,707	27.1%
Other interest‑earning assets	722,571	640,098	12.9%
Total	992,923,479	830,573,056	19.5%
Average interest rate earned	14.9%	15.3%

120 Form 20-F – December 2016

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5.A. Operating Results
Form 20-F

Segment	R$ in thousands, except %
	Banking			Insurance, Pension Plans and Capitalization Bonds
	2016	2015	% Change	2016	2015	% Change
Average balance of interest–earning assets
Financial assets held for trading	30,557,643	26,586,105	14.9%	149,325,995	81,851,926	82.4%
Financial assets available for sale	100,437,376	75,850,112	32.4%	22,211,842	19,583,491	13.4%
Investments held to maturity	12,485,593	6,682,957	86.8%	29,348,426	26,049,737	12.7%
Financial assets pledged as collateral	150,544,635	148,107,052	1.6%	-	-	-
Loans and advances to banks	67,987,562	63,087,209	7.8%	17,991,407	47,806,666	(62.4)%
Loans and advances to customers	373,112,828	337,649,092	10.5%	-	-	-
Compulsory deposits with the Central Bank	55,847,576	43,933,707	27.1%	-	-	-
Other interest‑earning assets	722,571	640,098	12.9%	-	-	-
Total	791,695,784	702,536,332	12.7%	218,877,670	175,291,820	24.9%
Average interest rate earned	15.0%	15.2%		12.2%	12.6%

For further information about average interest rates by type of assets, see "Item 4.B. Business Overview – Selected Statistical Information – Average balance sheet and interest rate data."

The following table shows, on a consolidated basis and by segment, how much of the increase in our interest and similar income was attributable to changes in the average volume of interest-earning assets; how much was attributable to changes in average interest rates and how much was attributable to variation to the effects of the appreciation/depreciation of the real against the U.S. dollar, in each case comparing 2016 and 2015:

	R$ in thousands
	Consolidated	Banking	Insurance, Pension Plans and Capitalization Bonds
	2016/2015
	Increase/(decrease)
Due to changes in average volume of interest‑earning assets	22,462,631	12,199,018	4,680,563
Due to changes in average interest rates	(1,220,354)	169,334	13,152
Due to Brazilian real appreciation/depreciation	(590,154)	(590,273)	23
Net change	20,652,123	11,778,079	4,693,738

Banking

Interest and similar income increased by 11.0%, from R$106,807 million in 2015 to R$118,585 million in 2016. This increase was mainly due to changes in the average volume of business, which had a positive impact of R$12,199 million on our results, particularly in interest and similar income from: (a) loans and advances to customers; (b) financial assets available for sale; (c) compulsory deposits with the Central Bank; (d) loans and advances to banks; (e) investments held to maturity; and (f) financial assets held for trading. In general, the increase of the average volume of business was mainly due to the consolidation of HSBC Brasil. This increase was partially offset by changes in the average interest rate earned, from 15.2% in 2015 to 15.0% in 2016, primarily impacted by: (a) the average balance of financial assets available for sale; and (b) the appreciation of the Brazilian real, impacting our interest and similar income by R$166 million.

Interest and similar income from loans and advances to customers increased by 10.7%, from R$61,846 million in 2015 to R$68,452 million in 2016. This increase is related to an increase: (i) of 10.5% in the average balance of our portfolio of loans and advances to customers, from R$337,649 million in 2015 to R$373,113 million in 2016, positively impacting our interest and similar income, in the amount of R$6,506 million. The most featured operations in the period were housing loans, payroll deductible loans and credit card operations; and (ii) in the average interest rate, contributing with R$100 million to our interest and similar income.

Interest and similar income originating from financial assets available for sale increased by 0.7%, from R$8,538 million in 2015 to R$8,600 million in 2016. This increase is related to an increase in the average balance of these operations, from R$75,850 million in 2015 to R$100,437 million in 2016, contributing with R$2,387 million to our revenues, which was partially offset by a decrease in the average interest rate, from 11.3% in 2015 to 8.6% in 2016, impacting our results by R$2,325 million.

Interest and similar income originating from compulsory deposits with the Central Bank increased by 23.5%, from R$4,587 million in 2015 to R$5,668 million in 2016. This increase was primarily due to the 27.1% increase in the average balance of these assets, from R$43,934 million in 2015 to R$55,848 million in 2016, positively impacting our interest and similar income by R$1,212 million.

121 Form 20-F – December 2016

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	5.A. Operating Results
	Form 20-F

Interest and similar income originating from loans and advances to banks increased by 8.2%, from R$8,031 million in 2015 to R$8,689 million in 2016. This increase was primarily due to the 7.8% increase in the average balance of these assets, from R$63,087 million in 2015 to R$67,988 million in 2016, positively impacting our interest and similar income by R$626 million.

Interest and similar income originating from investments held to maturity increased by 89.4% from R$774 million in 2015 to R$1,465 million in 2016. This increase was mainly due to an increase in the average balance of these operations, from R$6,683 million in 2015 to R$12,486 million in 2016, contributing with R$681 million to our revenues.

Interest and similar income originating from financial assets held for trading increased by 44.6%, from R$2,702 million in 2015 to R$3,906 million in 2016. This increase was due to: (i) an increase in the average interest rate, from 10.2% in 2015 to 12.8% in 2016, positively impacting our income by R$762 million; and (ii) a 14.9% increase in the average balance of these assets, from R$26,586 million in 2015 to R$30,558 million in 2016, positively impacting our interest and similar income by R$442 million.

Interest and similar income originating from financial assets pledged as collateral increased by 7.2%, from R$20,270 million in 2015 to R$21,739 million in 2016. This variation was mainly due to an increase in the average interest rate, from 13.7% in 2015 to 14.4% in 2016, increasing our revenues by R$1,131 million.

The effect from the appreciation of the real impacted our interest and similar income by R$590 million.

Insurance, pension plans and capitalization bonds

Our interest and similar income increased by 21.3%, from R$22,076 million in 2015 to R$26,770 million in 2016. This increase was substantially due to changes in the average volume of operations, contributing with R$4,681 million to our revenues, as result of the consolidation of HSBC Brasil.

Interest and similar expenses

The tables below show, on a consolidated basis and by segment, the average balance of the main components of our interest-bearing liabilities and the average interest rates paid on them in 2016 and 2015:

Consolidated	R$ in thousands, except %
	For the year ended December 31,
	2016	2015	% Change
	2016	2015	% Change
Average balance of interest‑bearing liabilities
Interbank deposits	1,205,451	621,904	93.8%
Savings deposits	93,598,769	91,075,494	2.8%
Time deposits	111,471,035	83,978,162	32.7%
Funding in the open market	232,718,923	211,686,661	9.9%
Borrowings and onlendings	65,927,057	64,029,996	3.0%
Funds from securities issued	151,629,726	97,739,942	55.1%
Subordinated debt	52,348,349	38,601,843	35.6%
Insurance technical provisions and pension plans	198,174,725	156,922,463	26.3%
Total	907,074,035	744,656,465	21.8%
Average interest rate paid	10.0%	9.6%

Segment	R$ in thousands, except %
	Banking			Insurance, Pension Plans and Capitalization Bonds
	2016	2015	% Change	2016	2015	% Change
Average balance of interest‑bearing liabilities
Interbank deposits	1,205,451	621,941	93.8%	-	-	-
Savings deposits	93,598,769	91,075,494	2.8%	-	-	-
Time deposits	111,553,878	83,995,843	32.8%	-	-	-
Funding in the open market	253,043,296	260,100,851	(2.7)%	-	-	-
Borrowings and onlendings	65,927,057	64,029,996	3.0%	-	-	-
Funds from securities issued	152,132,556	97,942,610	55.3%	-	-	-
Subordinated debt	52,348,349	38,601,843	35.6%	-	-	-
Insurance technical provisions and pension plans	-	-	-	198,174,725	156,922,463	26.3%
Total	729,809,356	636,368,578	14.7%	198,174,725	156,922,463	26.3%
Average interest rate paid	9.5%	9.4%		10.8%	10.3%

122 Form 20-F – December 2016

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5.A. Operating Results
Form 20-F

For further information on average interest rates by type of liability, see "Item 4.B. Business Overview – Selected Statistical Information – Average balance sheet and interest rate data."

The following table shows, on a consolidated basis and by segment, how much of the increase in our interest and similar expenses was attributable to changes in the average volume of interest-bearing liabilities, how much was attributable to changes in average interest rates and how much was attributable to variation in the effects of the appreciation/depreciation of the real in the real/U.S. dollar rate, in each case, for 2016 as compared to 2015:

	R$ in thousands
	Consolidated	Banking	Insurance, Pension Plans and Capitalization Bonds
	2016/2015
	Increase/(decrease)
Due to changes in average volume of interest‑bearing liabilities	17,018,441	9,473,242	4,417,198
Due to changes in average interest rates	3,145,990	622,832	876,005
Due to Brazilian real appreciation/depreciation	(539,255)	(539,255)	-
Net change	19,625,176	9,556,819	5,293,203

Banking

Our interest and similar expenses increased by 16.0% from R$59,872 million in 2015 to R$69,429 million in 2016. This increase primarily reflects: (i) an increase of 14.7% in the average volume of interest-bearing liabilities mainly influenced by the consolidation of HSBC Brasil, from R$636,369 million in 2015 to R$729,809 million in 2016, impacting our expenses by R$9,473 million, mainly due to the increase of: (a) 55.3% in the average balance of funds from securities issued, impacting the expenses by R$6,126 million; (b) 32.8% in the average balance of time deposits, impacting the expenses by R$2,109 million; and (c) 35.6% in the average balance of subordinated debt, impacting the expenses by R$1,654 million; and (ii) the change in the average interest rate paid, from 9.4% in 2015 to 9.5% in 2016, impacting our interest and similar expenses by R$623 million, mainly as a result of higher interest rates for time deposits, from 7.1% in 2015 to 7.8% in 2016, impacting the expenses by R$699 million. The effect of the appreciation of the real impacted our interest and similar expenses by R$539 million.

Insurance, pension plans and capitalization bonds

Our interest and similar expenses increased by 32.9%, from R$16,102 million in 2015 to R$21,396 million in 2016. This increase primarily reflects the increase: (i) of 26.3% in the average balance of insurance technical provisions, impacting our expenses by R$4,417 million, influenced by the consolidation of HSBC Brasil; and (ii) in the average interest rate for insurance and pension plan technical provisions, from 10.3% in 2015 to 10.8% in 2016, increasing our expenses by R$876 million.

Net impairment losses on loans and advances to customers

In view of conceptual differences between net impairment losses on loans and advances to customers under BR GAAP and IFRS, and to provide a better understanding of the information presented, we present below a reconciliation of those accounting practice differences, as well as the related analysis of the net impairment losses on loans and advances to customers under IFRS.

	R$ in thousands, except %
	2016	2015	% Change
Net Impairment losses on loans and advances
Banking - BR GAAP	(18,829,460)	(16,479,985)	14.3%
Accounting Pratices Diferences (IFRS x BR GAAP)	3,479,182	1,758,833	97.8%
Consolidated - IFRS	(15,350,278)	(14,721,152)	4.3%

The amount of impairment expenses on loans and advances for the banking segment under BR GAAP is representative of the amount of impairment expenses on a consolidated basis, which, in turn, is representative of the impairment expenses on an IFRS consolidated basis, except for any differences in accounting practices.

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

123 Form 20-F – December 2016

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	5.A. Operating Results
	Form 20-F

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

The following table shows changes in our impairment on loans and advances, net impairment losses on loans and advances, loans recovered and loan charge-offs for the years ended 2016 and 2015, as well as our ratio of net impairment losses on loans and advances to loans and advances to customers (shown as a percentage of the average balance of our loans and advances to customers) in all cases based on consolidated financial information prepared in accordance with IFRS:

	R$ in thousands, except %
	2016	2015	% Change
	2016	2015	% Change
Impairment provision of loans and advances at the beginning of the year	25,455,204	21,132,677	20.5%
Net impairment losses on loans and advances	15,350,278	14,721,152	4.3%
Loan recoveries	5,507,507	4,144,879	32.9%
Loan charge‑offs	(21,532,150)	(14,543,504)	48.1%
Impairment provision of loans and advances at the end of the year	24,780,839	25,455,204	(2.6)%
Ratio of net impairment losses on loans and advances to average loans and advances to customers	3.9%	4.2%

The balance of our impairment of loans and advances to customers decreased by 2.6%, from R$25,455 million in 2015 to R$24,781 million in 2016. This decrease was primarily due to the greater volume of loan charge-offs, from R$14,544 million in 2015 to R$21,532 million in 2016, highlighting the greater incidence of charge-offs of the renegotiated operations. This decrease was partially offset by: (i) the increase of 4.3% in loss impairment of loans and advances, from R$14,721 million in 2015 to R$15,350 million in 2016; and (ii) the increase of 32.9% in loan recoveries, from R$4,145 million in 2015 to R$5,508 million in 2016.

The balance of loans and advances to customers classified as due and without reducing the recoverable amount increased by 3.4%, from R$326,364 million in 2015 to R$337,337 million in 2016. Of this total, 96.4% of loans were rated "low risk." The impairment of loans and advances as a percentage of total loans and advances to customers changed from 6.9% in 2015 to 6.3% in 2016, highlighting the smaller loss allocated to the operations of working capital, which decreased by R$3,094 million, from R$5,922 million in 2015 to R$2,828 million in 2016, primarily due to the decrease of 7.8% in this type of loans and advances to customers. We emphasize that the volume of charge-offs in 2016 was 48.1% higher compared to 2015.

Calculations of impairment of loans and advances include an individual analysis of impaired loans and advances to customers, and an analysis of losses on loans and advances to individually non-significant customers, as follows:

As of December 31,	R$ in thousands, except %
	2016	2015	% Change
	2016	2015	% Change
Impairment provision of loans and advances to individually significant customers	6,575,000	5,302,200	24.0%
Impairment provision of loans and advances to individually non-significant customers	18,205,839	20,153,004	(9.7)%
Total	24,780,839	25,455,204	(2.6)%

The increase of 4.3% in net impairment losses on loans and advances is related to the effects of the deceleration of economic activity in Brazil during the period. We highlight the increase of R$9,831 million in the balance of impaired loans and advances to customers, mainly due to the increase of R$4,395 million in the balance of impaired loans and advances to customers that are overdue for more than 90 days, from R$14,820 million in 2015 to R$19,215 million in 2016.

Our level of loan losses, defined as the amount of net charge-offs compared to the average balance of loans and advances to customers, including overdue loans, increased from 3.0% in 2015 to 4.1% in 2016.

Our loans and advances to customers portfolio increased by 5.9% from R$370,324 million in 2015 to R$392,084 million in 2016, mainly influenced by the consolidation of HSBC Brasil. We highlight the increase of 15.6% in loans and advances to individuals, from R$147,860 million in 2015 to R$170,926 million in 2016, particularly in the following products: housing loans, payroll-deductible loans and credit cards.

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

124 Form 20-F – December 2016

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5.A. Operating Results
Form 20-F

Non-interest income

The following tables show, on a consolidated basis and by segment, the principal components of our non-interest income for 2016 and 2015:

Consolidated	R$ in thousands, except %
	For the year ended December 31,
	2016	2015	% Change
	2016	2015	% Change
Net fee and commission income	20,341,051	17,820,670	14.1%
Net gains/(losses) on financial assets and liabilities held for trading	16,402,770	(8,252,055)	-
Net gains/(losses) on financial assets available for sale	(1,341,400)	(671,810)	99.7%
Premiums retained from insurance and pension plans	65,027,122	58,760,780	10.7%
Equity in the earnings of associates and joint ventures	1,699,725	1,528,051	11.2%
Other non-interest income	13,042,223	7,858,213	66.0%
Total	115,171,491	77,043,849	49.5%

Segment	R$ in thousands, except %
	Banking			Insurance, Pension Plans and Capitalization Bonds
	2016	2015	% Change	2016	2015	% Change
Net fee and commission income	20,696,785	19,195,003	7.8%	651,482	1,497,890	(56.5)%
Net gains/(losses) on financial assets and liabilities held for trading	14,918,934	(7,199,397)	-	1,250,639	(627,343)	-
Net gains/(losses) on financial assets available for sale	(1,417,647)	(370,947)	282.2%	805,051	(353,679)	-
Premiums retained from insurance and pension plans	-	-	-	65,027,122	58,760,780	10.7%
Equity in the earnings of associates and joint ventures	1,538,058	1,358,047	13.3%	168,691	166,865	1.1%
Other non-interest income	5,678,433	2,656,660	113.7%	7,761,138	6,900,495	12.5%
Total	41,414,563	15,639,366	164.8%	75,664,123	66,345,008	14.0%

Banking

Our non-interest income increased by 164.8%, from R$15,639 million in 2015 to R$41,415 million in 2016. This increase was mainly due to: (i) net gain/losses of financial assets and liabilities classified as held for trading, from a loss of R$7,199 million in 2015 to a gain of R$14,919 million in 2016, largely due to income obtained from derivative financial instruments, mainly due to the results deriving from futures contracts (which includes the hedge for investments abroad); (ii) the increase of 7.8% in net fee and commission income, from R$19,195 million in 2015 to R$20,697 million in 2016, due to an increase of: (a) 22.0% in revenues related to checking accounts, mainly due to the improvement in the process of segmentation of customers and the increase in the business volume, as well as the effect of the consolidation of HSBC Brasil; (b) 6.4% in revenues from credit cards, due to the increase of 13.6% in the traded financial volume, which reached R$159,172 million in 2016; as well as the 16.6% growth in the amount of transactions, which reached 1.8 billion in 2016, both partially impacted by the consolidation of HSBC Brasil; and (c) 22.9% in revenues from managing consortia, mainly due to the greater volume of bids received; the increase in the average ticket; and the increase in billing on sales, whose active quotas went from 1,194 thousand in December 2015 to 1,334 thousand in December 2016; and (d) 12.9% in the revenues from collections, mainly due to the greater volume of processed documents, as well as the consolidation of HSBC Brasil; (iii) the increase of 13.3% in the result of equity in the earnings of associates and joint ventures, from R$1,358 million in 2015 to R$1,538 million in 2016, mainly due to, higher revenues from our associate Cielo S.A. (“Cielo”); and (iv) the increase in other non-financial income, basically as a result of: (a) higher revenues with the reversal of provisions for tax contingencies; and (b) the consolidation of HSBC Brasil. These events were partially offset by the increase in net losses on financial assets, from R$371 million in 2015 to R$1,418 million in 2016, primarily impacted by the recognition of impairment on fixed-income securities.

Insurance, pension plans and capitalization bonds

Our non-interest income increased by 14.0%, from R$66,345 million in 2015 to R$75,664 million in 2016. This performance was due mainly to: (i) an increase of 10.7% in retained insurance premiums and pension plans income, from R$58,761 million in 2015 to R$65,027 million in 2016, mainly due to the increase in insurance premiums written, from R$55,921 million in 2015 to R$62,471 million in 2016; (ii) the net gains/losses on financial assets and liabilities held for trading, which went from a loss of R$627 million in 2015 to a gain of R$1,251 million in 2016, primarily due to the result of the revenue from fixed-rate securities; (iii) the net gains/losses on financial assets available for sale, which went from a loss of R$354 million in 2015 to a gain of R$805 million in 2016, we highlight that in 2015, the recognition of impairment losses on financial assets in the amount of R$289 million compared to R$28 million in 2016; and (iv) the increase of 12.5% in other non-interest income, largely due to the reversal of provisions for tax contingencies, to the value of R$1,082 million.

125 Form 20-F – December 2016

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	5.A. Operating Results
	Form 20-F

Main difference between balances by segment and consolidated balances

In addition to the above explanations, we highlight below the main difference between our non-interest income by segment (according to BR GAAP) and our consolidated non-interest income (according to IFRS) for the year ended December 31, 2016:

· Net fee and commission income: the difference of R$1,007 million refers to: (i) the effective interest rate method in the amount of R$1,236 million; and (ii) the elimination and adjustments for other operations that have reduced the adjustment by R$229 million.

Non-interest expense

The following tables show, on a consolidated basis and by segment, the principal components of our non-interest expense for 2016 and 2015:

Consolidated	R$ in thousands, except %
	For the year ended December 31,
	2016	2015	% Change
	2016	2015	% Change
Personnel expenses	(17,003,783)	(14,058,047)	21.0%
Administrative expenses	(16,149,563)	(13,721,970)	17.7%
Depreciation and amortization	(3,658,413)	(2,942,003)	24.4%
Changes in the insurance technical provisions and pension plans	(32,781,918)	(28,286,039)	15.9%
Retained claims	(24,542,433)	(21,724,043)	13.0%
Selling expenses for insurance and pension plans	(3,547,008)	(3,253,193)	9.0%
Net gains/(losses) on foreign currency transactions	150,757	(3,523,095)	-
Other non-interest expense	(27,046,385)	(20,846,766)	29.7%
Total	(124,578,746)	(108,355,156)	15.0%

Segment	R$ in thousands, except %
	Banking			Insurance, Pension Plans and Capitalization Bonds
	2016	2015	% Change	2016	2015	% Change
Personnel expenses	(15,733,611)	(13,103,515)	20.1%	(1,387,935)	(1,217,211)	14.0%
Administrative expenses	(14,979,689)	(13,076,913)	14.6%	(1,331,349)	(1,137,706)	17.0%
Depreciation and amortization	(3,786,599)	(2,752,946)	37.5%	(365,656)	(321,462)	13.7%
Changes in the insurance technical provisions and pension plans	-	-	-	(32,781,918)	(28,286,038)	15.9%
Retained claims	-	-	-	(24,542,433)	(21,724,044)	13.0%
Selling expenses for insurance and pension plans	-	-	-	(3,547,008)	(3,254,551)	9.0%
Net gains/(losses) on foreign currency transactions	150,757	(3,523,095)	-	-	-	-
Other non-interest expense	(20,099,585)	(14,383,047)	39.7%	(7,517,507)	(7,864,020)	(4.4)%
Total	(54,448,727)	(46,839,516)	16.2%	(71,473,806)	(63,805,032)	12.0%

Banking

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

Insurance, pension plans and capitalization bonds

Our non-interest expenses increased by 12.0%, from R$63,803 million in 2015 to R$71,474 million in 2016. This increase was mainly due to the increase of: (i) 15.9% in our expenses from variation of insurance and pension plan technical provisions from R$28,286 million in 2015 to R$32,782 million in 2016, mainly deriving from the increase of R$32,422 million in the volume of our technical provisions for the VGBL product, influenced by the consolidation of HSBC Brasil; and (ii) 13.0% in retained claims, mainly, in health insurance.

126 Form 20-F – December 2016

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5.A. Operating Results
Form 20-F

Income tax and social contribution

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

The following table shows, on a consolidated basis, the breakdown of our income tax and social contribution charges:

Consolidated	R$ in thousands, except %
Consolidated	2016	2015
Income before income tax and social contribution	31,905,456	9,603,583
Total income tax and social contribution charges at current rates ⁽¹⁾	(14,357,455)	(4,321,612)
Effect of additions and exclusions in the tax calculation:
Equity in the earnings of associates and joint ventures	764,876	687,623
Interest on equity (paid and payable)	3,139,102	2,305,695
Net tax credit of deferred liabilities ⁽²⁾	-	2,341,220
Other ⁽³⁾	(3,459,253)	7,621,396
Income tax and social contribution for the period	(13,912,730)	8,634,322
Effective rate	43.6%	(89.9)%
⁽¹⁾ Current rates: (i) 25.0% for income tax; (ii) of 15.0% for the social contribution to financial and similar companies, and of the insurance industry, and of 20.0%, from September 2015 to December 2018, in accordance with Law n^o 13,169/15; and (iii) of 9.0% for the other companies;
⁽²⁾ In 2015, refers to, constitution of deferred tax assets, net of deferred liabilities, related to the increase in the social contribution tax rate, according to Law nº 13,169/15; and
⁽³⁾ Basically, includes: (i) the exchange rate variation of assets and liabilities, derived from investments abroad; (ii) the equalization of the effective rate of social contribution in relation to the rate (45%) as shown; and (iii) the deduction incentives.

Our income tax and social contribution expenses increased by R$22,547 million in 2016 as compared to 2015. This increase was primarily due to: (i) an increase of R$22,302 million in income before income tax and social contribution; and (ii) the effects of additions and deductions on the calculation of taxes, as follows: (a) change in other amounts, which went from an exclusion in the income tax and social contribution of R$7,621 million in 2015 to an addition of R$3,459 million in 2016, primarily due to exchange rate variation of assets and liabilities, deriving from investments abroad, which is non-taxable/deductible. This was due, mainly, the 16.5% appreciation of the real against the U.S. dollar in 2016, as compared to 2015, there was a 47.0% depreciation of the real against the U.S. dollar; (b) constitution of tax credit, in the amount of R$2,341 million in 2015, deriving from the restatement of deferred tax assets and liabilities, due to the higher percentage for social contribution, according to Law No. 13,169/15, which was 15% until August 2015 and, for the period between September 2015 and December 2018, changed to 20.0%; partially offset by (c) to the increase in the effect of interest on own capital, in the amount of R$833 million. For more information on income tax and social contribution, see Note 17 to our consolidated financial statements in “Item 18. Financial Statements.”

Net Income

As a result of the above, our net income attributable to controlling shareholders decreased by 1.3%, from R$18,133 million in 2015 to R$17,894 million in 2016. Our net income for the year also decreased by 1.3%, from R$18,238 million in 2015 to R$17,993 million in 2016.

127 Form 20-F – December 2016

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	5.A. Operating Results
	Form 20-F

Results of operations for the year ended December 31, 2015 compared with the year ended December 31, 2014

The following tables set forth the principal components of our net income for 2015 and 2014, on a consolidated basis and by segment.

Consolidated	R$ in thousands, except %
	For the year ended December 31,
	2015	2014	% Change
Net interest income	55,636,042	50,045,767	11.2%
Net Impairment losses on loans and advances	(14,721,152)	(10,291,386)	43.0%
Non‑interest income	77,043,849	74,714,867	3.1%
Non‑interest expense	(108,355,156)	(95,138,457)	13.9%
Income before income taxes	9,603,583	19,330,791	(50.3)%
Income tax and social contribution	8,634,322	(3,914,313)	-
Net income for the year	18,237,905	15,416,478	18.3%
Net income attributable to controlling shareholders	18,132,906	15,314,943	18.4%
Net income attributable to non-controlling interest	104,999	101,535	3.4%

Segment	R$ in thousands, except %
	Banking			Insurance, Pension Plans and Capitalization Bonds
	2015	2014	% Change	2015	2014	% Change
Net interest income	46,934,849	43,034,717	9.1%	5,973,694	4,556,146	31.1%
Net Impairment losses on loans and advances	(16,479,985)	(10,432,347)	58.0%	-	-	-
Non‑interest income	15,639,366	18,941,498	(17.4)%	66,345,008	58,354,327	13.7%
Non‑interest expense	(46,839,516)	(40,227,400)	16.4%	(63,805,032)	(55,611,405)	14.7%
Income before income taxes	(745,286)	11,316,468	-	8,513,670	7,299,068	16.6%
Income tax and social contribution	12,621,169	(771,896)	-	(3,192,918)	(2,843,493)	12.3%
Net income for the year	11,875,883	10,544,572	12.6%	5,320,752	4,455,575	19.4%
Net income attributable to controlling shareholders	11,874,609	10,532,724	12.7%	5,215,765	4,354,752	19.8%
Net income attributable to non-controlling interest	1,274	11,848	(89.2)%	104,987	100,823	4.1%

Net interest income

The table below shows the main components of our net interest income before impairment of loans and advances for 2015 and 2014, on a consolidated basis and by segment:

	R$ in thousands, except %
	2015	2014	% Change
	2015	2014	% Change
Consolidated
Interest and similar income	127,048,252	103,893,096	22.3%
Interest and similar expense	(71,412,210)	(53,847,329)	32.6%
Net interest income	55,636,042	50,045,767	11.2%
Banking
Interest and similar income	106,807,027	91,858,460	16.3%
Interest and similar expense	(59,872,178)	(48,823,743)	22.6%
Net interest income	46,934,849	43,034,717	9.1%
Insurance, Pension Plans and Capitalization Bonds
Interest and similar income	22,076,041	14,976,204	47.4%
Interest and similar expense	(16,102,347)	(10,420,058)	54.5%
Net interest income	5,973,694	4,556,146	31.1%

128 Form 20-F – December 2016

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5.A. Operating Results
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, how much was attributable to changes in average interest rates and how much was attributable to variations in the effects of the appreciation/depreciation in the real/U.S. dollar rate in each case for 2015 and 2014:

	R$ in thousands
	Consolidated	Banking	Insurance, Pension Plans and Capitalization Bonds
	2015/2014
	Increase/(decrease)
Due to changes in average volume of interest‑earning assets and interest‑bearing liabilities	2,145,575	573,372	1,796,334
Due to changes in average interest rates	3,535,391	3,417,330	(378,666)
Due to Brazilian real appreciation/depreciation	(90,691)	(90,570)	(120)
Net change	5,590,275	3,900,132	1,417,548

Banking

Our net interest income increased by 9.1% from R$43,035 million in 2014 to R$46,935 million in 2015. This increase was mainly due to: (i) an increase in the average interest rate contributing R$3,417 million, as a result of: (a) an increase in the average interest rate earned on our interest-earning assets, from 13.5% in 2014 to 15.2% in 2015, contributing with R$10,555 million in our net income, which was partially offset by: (b) an increase in the average interest rate paid on our interest-bearing liabilities, from 8.2% in 2014 to 9.4% in 2015, increasing our expenses by R$7,138 million; and (ii) an increase in the average volume of business, increasing our net interest income by R$573 million. The devaluation of the real against the U.S. dollar decreased our net interest income in R$91 million.

Insurance, pension plans and capitalization bonds

Our net interest income increased by 31.1%, from R$4,556 million in 2014 to R$5,974 million in 2015. This growth was mainly due to an increase in the average volume of business, contributing R$1,796 million.

Interest and similar income

Consolidated	R$ in thousands, except %
	For the year ended December 31,
	2015	2014	% Change
Average balance of interest‑earning assets
Financial assets held for trading	108,737,397	83,791,866	29.8%
Financial assets available for sale	95,434,117	84,494,315	12.9%
Investments held to maturity	32,732,694	24,024,810	36.2%
Financial assets pledged as collateral	148,107,052	130,319,525	13.6%
Loans and advances to banks	63,314,643	76,830,557	(17.6)%
Loans and advances to customers	337,673,348	317,455,318	6.4%
Compulsory deposits with the Central Bank	43,933,707	47,038,434	(6.6)%
Other interest‑earning assets	640,098	605,011	5.8%
Total	830,573,056	764,559,836	8.6%
Average interest rate earned	15.3%	13.6%

129 Form 20-F – December 2016

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	5.A. Operating Results
	Form 20-F

Segment	R$ in thousands, except %
	Banking			Insurance, Pension Plans and Capitalization Bonds
	2015	2014	% Change	2015	2014	% Change
Average balance of interest–earning assets
Financial assets held for trading	26,586,105	38,154,167	(30.3)%	81,851,926	45,264,456	80.8%
Financial assets available for sale	75,850,112	68,021,629	11.5%	19,583,491	16,471,883	18.9%
Investments held to maturity	6,682,957	36,671	-	26,049,737	23,988,139	8.6%
Financial assets pledged as collateral	148,107,052	130,319,525	13.6%	-	-	-
Loans and advances to banks	63,087,209	76,798,394	(17.9)%	47,806,666	65,031,667	(26.5)%
Loans and advances to customers	337,649,092	317,431,062	6.4%	-	-	-
Compulsory deposits with the Central Bank	43,933,707	47,038,434	(6.6)%	-	-	-
Other interest–earning assets	640,098	605,011	5.8%	-	-	-
Total	702,536,332	678,404,893	3.6%	175,291,820	150,756,145	16.3%
Average interest rate	15.2%	13.5%		12.6%	9.9%

For further information about average interest rates by type of assets, see "Item 4.B. Business Overview – Selected Statistical Information – Average balance sheet and interest rate data."

The following table shows, on a consolidated basis and by segment, how much of the increase in our interest and similar income was attributable to changes in the average volume of interest-earning assets, how much was attributable to changes in average interest rates and how much was attributable to variation to the effects of the appreciation/depreciation of the real against the U.S. dollar, in each case comparing 2015 and 2014:

	R$ in thousands
	Consolidated	Banking	Insurance, Pension Plans and Capitalization Bonds
	2015/2014
	Increase/(reduction)
Due to changes in average volume of interest‑earning assets	9,340,696	4,227,948	3,537,451
Due to changes in average interest rates	13,648,967	10,555,005	3,562,506
Due to Brazilian real appreciation/depreciation	165,493	165,614	(120)
Net change	23,155,156	14,948,567	7,099,837

Banking

Interest and similar income increased by 16.3%, from R$91,858 million in 2014 to R$106,807 million in 2015. This increase was largely due to: (i) changes in the average interest rate earned, increasing our income by R$10,555 million, mainly due to the increase in the average interest rate earned from: (a) loans and advances to customers; (b) financial assets pledged as collateral; and (c) loans and advances to banks; (ii) a higher average volume of business, which had a positive impact of R$4,228 million on our results, particularly interest and similar income from: (a) loans and advances to customers; (b) financial assets pledged as collateral; (c) financial assets available for sale; and (d) financial assets held for trading. The devaluation of the real against the U.S. dollar increased our interest and similar income in the amount of R$166 million.

Interest and similar income from loans and advances to customers increased by 14.4%, from R$54,065 million in 2014 to R$61,846 million in 2015. This increase is related to: (i) an increase in the average interest rate, from 17.0% in 2014 to 18.3% in 2015, increasing results by R$4,219 million; and (ii) a 6.4% growth in the average balance of our portfolio of loans and advances to customers, from R$317,431 million in 2014 to R$337,649 million in 2015, positively impacting our interest and similar income, in the amount of R$3,562 million. The main reason for this increase in the average volume is the growth in housing loans, payroll deductible loans and credit cards segments.

Interest and similar income originating from financial assets pledged as collateral increased 45.3%, from R$13,954 million in 2014 to R$20,270 million in 2015. This increase was mainly due to: (i) an increase in the average interest rate earned, from 10.7% in 2014 to 13.7% in 2015, positively impacting our income by R$4,237 million; and (ii) a 14.5% increase in the average balance of these operations, from R$130,320 million in 2014 to R$148,107 million in 2015, positively impacting our interest and similar income, in the amount of R$2,079 million.

Interest and similar income from loans and advances to banks was positively impacted by an increase in the average interest rate, from 11.2% in 2014 to 12.7% in 2015, contributing R$1,112 million to our income. The decrease in the volume of these operations, from R$76,798 million in 2014 to R$63,087 million in 2015 negatively impacted our income by R$1,650 million.

130 Form 20-F – December 2016

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5.A. Operating Results
Form 20-F

Interest and similar income originating from financial assets available for sale increased by 12.5%, from R$7,592 million in 2014 to R$8,538 million in 2015. This increase was mainly due to an increase of 11.5% in the average balance of these operations, from R$68,022 million in 2014 to R$75,850 million in 2015, contributing R$881 million.

Interest and similar income originating from financial assets held to maturity increased from R$5 million in 2014 to R$774 million in 2015. This increase was mainly due to an increase in the average balance of these operations, from R$37 million in 2014 to R$6,683 million in 2015, contributing with R$769 million to our income.

Insurance, pension plans and capitalization bonds

Our interest and similar income increased by 47.4%, from R$14,976 million in 2014 to R$22,076 million in 2015. This increase was mainly due to an increase in our average: (i) rate of our interest-earning assets, from 9.9% in 2014 to 12.6% in 2015, contributing R$3,563 million to our income; and (ii) volume of operations, contributing R$3,357 million to our income.

Interest and similar expenses

Consolidated	R$ in thousands, except %
	For the year ended December 31,
	2015	2014	% Change
Average balance of interest‑bearing liabilities
Interbank deposits	621,904	695,132	(10.5)%
Savings deposits	91,075,494	84,921,694	7.2%
Time deposits	83,978,162	91,990,788	(8.7)%
Funding in the open market	211,686,661	192,967,597	9.7%
Borrowings and onlendings	64,029,996	56,123,972	14.1%
Funds from securities issued	97,739,942	69,849,843	39.9%
Subordinated debt	38,601,843	35,826,626	7.7%
Insurance technical provisions and pension plans	156,922,463	136,308,516	15.1%
Total	744,656,465	668,684,168	11.4%
Average interest rate paid	9.6%	8.1%

Segment	R$ in thousands, except %
	Banking			Insurance, Pension Plans and Capitalization Bonds
	2015	2014	% Change	2015	2014	% Change
Average balance of interest–bearing liabilities
Interbank deposits	621,941	695,132	(10.5)%	-	-	-
Savings deposits	91,075,494	84,921,694	7.2%	-	-	-
Time deposits	83,995,843	92,009,740	(8.7)%	-	-	-
Funding in the open market	260,100,851	258,528,965	0.6%	-	-	-
Borrowings and onlendings	64,029,996	56,123,972	14.1%	-	-	-
Funds from securities issued	97,942,610	69,980,074	40.0%	-	-	-
Subordinated debt	38,601,843	35,826,626	7.7%	-	-	-
Insurance technical provisions and pension plans	-	-	-	156,922,463	136,308,516	15.1%
Total	636,368,578	598,086,203	6.4%	156,922,463	136,308,516	15.1%
Average interest rate paid	9.4%	8.2%		10.3%	7.6%

For further information on average interest rates by type of liability, see "Item 4.B. Business Overview – Selected Statistical Information – Average balance sheet and interest rate data."

131 Form 20-F – December 2016

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	5.A. Operating Results
	Form 20-F

	R$ in thousands
	Consolidated	Banking	Insurance, Pension Plans and Capitalization Bonds
	2015/2014
	Increase/(reduction)
Due to changes in average volume of interest‑bearing liabilities	7,195,121	3,654,576	1,741,117
Due to changes in average interest rates	10,113,576	7,137,675	3,941,172
Due to Brazilian real appreciation/depreciation	256,184	256,184	-
Net change	17,564,881	11,048,435	5,682,289

Banking

Our interest and similar expenses increased by 22.6% from R$48,824 million in 2014 to R$59,872 million in 2015. This increase primarily reflects: (i) a change in the average interest rates paid, from 8.2% in 2014 to 9.4% in 2015, impacting our interest and similar expenses by R$7,138 million, mainly as a result of higher rates on the following operations: (a) funding in the open market, from 9.5% in 2014 to 10.8% in 2015, impacting our expenses by R$3,374 million; (b) resources from the issuance of securities, from 9.6% in 2014 to 11.8% in 2015, increasing our expenses by R$1,817 million; (c) borrowings and onlendings, from 3.2% in 2014 to 4.8% in 2015, impacting our expenses by R$987 million; and (d) subordinated debt, from 10.6% in 2014 to 12.1% in 2015, increasing our expenses by R$575 million; and (ii) the 6.4% increase in the average volume of interest-bearing liabilities, from R$598,086 million in 2014 to R$636,369 million in 2015, impacting the expenses by R$3,655 million, mainly due to the increase of: (a) 40.0% in the average balance of resources from the issuing of securities, impacting the expenses by R$3,076 million; (b) 7.2% in the average balance of saving deposits, impacting the expenses by R$411 million; and (c) 14.1% in the average balance of borrowings and onlendings, impacting our expenses by R$285 million.

Insurance, pension plans and capitalization bonds

Our interest and similar expenses increased 54.5%, from R$10,420 million in 2014 to R$16,102 million in 2015. This increase primarily reflects: (i) the increase in the average interest rate for insurance and pension plan technical provisions, from 7.6% in 2014 to 10.3% in 2015, increasing our expenses by R$3,941 million; and (ii) a 15.1% increase in the average balance of insurance technical provisions, impacting our expenses by R$1,741 million.

Net impairment losses on loans and advances to customers

	R$ in thousands, except %
	2015	2014	% Change
Net Impairment losses on loans and advances
Banking - BR GAAP	(16,479,985)	(10,432,347)	58.0%
Accounting Pratices Diferences (IFRS x BR GAAP)	1,758,833	140,961	-
Consolidated - IFRS	(14,721,152)	(10,291,386)	43.0%

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

132 Form 20-F – December 2016

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5.A. Operating Results
Form 20-F

The following table shows changes in our impairment on loans and advances, net impairment losses on loans and advances, loans recovered and loan charge-offs for the years ended 2015 and 2014, as well as our ratio of net impairment losses on loans and advances to loans and advances to customers (shown as a percentage of the average balance of our loans and advances to customers) in all cases based on consolidated financial information prepared in accordance with IFRS:

	R$ in thousands, except %
	2015	2014	% Change
Impairment provision of loans and advances at the beginning of the year	21,132,677	19,858,234	6.4%
Net impairment losses on loans and advances	14,721,152	10,291,386	43.0%
Loan recoveries	4,144,879	3,924,514	5.6%
Loan charge‑offs	(14,543,504)	(12,941,457)	12.4%
Impairment provision of loans and advances at the end of the year	25,455,204	21,132,677	20.5%
Ratio of net impairment losses on loans and advances to average loans and advances to customers	4.2%	3.2%

The balance of our impairment of loans and advances to customers increased by 20.5%, from R$21,133 million in 2014 to R$25,455 million in 2015. This increase was primarily due to: (i) the increase of 6.1% in the balance of loans and advances to customers; and (ii) the deceleration of the economic activity in Brazil during the period, which primarily impacted the following products: (a) working capital, whose allocated impairment increased by R$3,409 million, from R$2,513 million in 2014 to R$5,922 million in 2015; and (b) credit cards, where allocated losses increased by R$599 million, from R$3,406 million in 2014 to R$4,005 million in 2015. In 2015, our levels of past due loans, without impairment increased by 68.2%, from R$6,932 million in 2014 to R$11,657 million in 2015. Additionally, impaired loans increased 4.7%, from R$30,841 million in 2014 to R$32,303 million in 2015, which represented 8.7% of the total loans and advances to customers in 2015, remaining almost stable compared to the last year, when it was 8.8%.

Loans and advances to customers neither past due nor impaired increased by 4.8%, from R$311,424 million in 2014 to R$326,364 million in 2015, of which 97.7% were rated "low risk.”

Calculations of impairment of loans and advances include an individual analysis of impaired loans and advances to customers, and an analysis of losses on loans and advances to customers not individually significant, as follows:

As of December 31,	R$ in thousands, except %
	2015	2014	% Change
	2015	2014	% Change
Impairment provision of loans and advances to customers individually relevant	5,302,200	1,589,280	233.6%
Impairment provision of loans and advances to customers not individually relevant	20,153,004	19,543,397	3.1%
Total	25,455,204	21,132,677	20.5%

The increase of 43.0% in net impairment losses on loans and advances is related to the increase of R$1,462 million or 4.7% in the balance of impaired loans and advances to customers, as well as the effects of the deceleration of economic activity in Brazil during the period. Loan recoveries increased by 5.6% while charge-offs increased by 12.4%, when compared to 2014.

Our level of loan losses, defined as the amount of net charge-offs compared to the average balance of loans and advances to customers, including overdue loans, from 2.7% in 2014 to 3.0% in 2015. In 2015, impairment of loans and advances as a percentage of loans and advances to customers remained at 6.9%.

Loans and advances to individuals increased by 4.7% from R$141,220 million in 2014 to R$147,860 million in 2015, mainly due to the housing loans and payroll-deductible loans segments.

Loans and advances to corporate customers increased by 7.0% in 2015, from R$207,977 million in 2014 to R$222,464 million in 2015, mainly due to export financing and operations abroad, as a result of the foreign exchange variation during the period, and housing loans.

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

Non-interest income

The following tables show, on a consolidated basis and by segment, the principal components of our non-interest income for 2015 and 2014:

133 Form 20-F – December 2016

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	5.A. Operating Results
	Form 20-F

Consolidated	R$ in thousands, except %
	For the year ended December 31,
	2015	2014	% Change
Net fee and commission income	17,820,670	16,739,256	6.5%
Net gains/(losses) on financial assets and liabilities held for trading	(8,252,055)	(1,933,003)	326.9%
Net gains/(losses) on financial assets available for sale	(671,810)	(991,894)	(32.3)%
Premiums retained from insurance and pension plans	58,760,780	50,454,983	16.5%
Equity in the earnings of associates and joint ventures	1,528,051	1,389,816	9.9%
Other non-interest income	7,858,213	9,055,709	(13.2)%
Total	77,043,849	74,714,867	3.1%

Segment	R$ in thousands, except %
	Banking			Insurance, Pension Plans and Capitalization Bonds
	2015	2014	% Change	2015	2014	% Change
Net fee and commission income	19,195,003	17,570,839	9.2%	1,497,890	1,557,352	(3.8)%
Net gains/(losses) on financial assets and liabilities held for trading	(7,199,397)	(1,833,589)	292.6%	(627,343)	(255,485)	145.5%
Net gains/(losses) on financial assets available for sale	(370,947)	(296,545)	25.1%	(353,679)	(728,720)	(51.5)%
Premiums retained from insurance and pension plans	-	-	-	58,760,780	50,454,983	16.5%
Equity in the earnings of associates and joint ventures	1,358,047	1,220,810	11.2%	166,865	169,431	(1.5)%
Other non-interest income	2,656,660	2,279,983	16.5%	6,900,495	7,156,766	(3.6)%
Total	15,639,366	18,941,498	(17.4)%	66,345,008	58,354,327	13.7%

Banking

Our non-interest income decreased by 17.4%, from R$18,941 million in 2014 to R$15,639 million in 2015. This decrease was mainly due to: (i) net losses of financial assets and liabilities classified as held for trading, which increased from R$1,834 million in 2014 to R$7,199 million in 2015, largely due to the income obtained from derivative financial instruments and fixed income securities; and (ii) net losses on financial assets available for sale, from R$297 million in 2014 to R$371 million in 2015, noting that, in 2015, it includes the recognition of impairment losses on shares, in the amount of R$136 million. Such events were partially offset by an increase of: (i) 9.2% in net fee and commission income, from R$17,571 million in 2014 to R$19,195 million in 2015, due to an increase of: (a) 23.1% in revenues related to checking accounts, mainly due to the improvement of the process of segmentation of customers and the increase of business volume; (b) 8.8% in revenues from credit cards, with an increase of 6.1% in the traded volume, which reached R$140,064 million in 2015; as well as the 7.5% growth in the amount of transactions, which reached 1.5 trillion in 2015; and (c) 8.5% in revenues related to credit operations, mainly due to revenues with guarantees granted in the period; and (ii) 11.2% in the result of equity in the earnings of associated companies and joint ventures, from R$1,221 million in 2014 to R$1,358 million in 2015, mainly due to, higher revenues from our associate Cielo S.A. (“Cielo”).

Insurance, pension plans and capitalization bonds

Our non-interest income increased 13.7%, from R$58,354 million in 2014 to R$66,345 million in 2015. This performance was due mainly to: (i) an increase of 16.5% in retained insurance premiums and pension plans income, from R$50,455 million in 2014 to R$58,761 million in 2015, mainly due to the increase in insurance premiums written, from R$47,746 million in 2014 to R$55,921 million in 2015; and (ii) a decrease of 51.5% in net losses from financial assets available for sale from R$729 million in 2014 to R$354 million in 2015, which in 2014 it includes the recognition of impairment losses on shares, in the amount of R$617 million compared to R$289 million in 2015. These factors were partially offset by an increase of 145.5% in net losses from trading financial assets and liabilities, from R$255 million in 2014 to R$627 million in 2015, primarily a result of the revenue from fixed-rate securities.

Main differences between balances by segment and consolidated balances

In addition to the above explanations, we highlight below 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, 2015:

· net fee and commission income: The difference of R$2,872 million refers to: the effective interest rate method in the amount of R$1,428 million and the elimination and adjustments for other operations in the amount of R$1,444 million; and

· net gains (losses) on financial assets classified as held for trading: The adjustment in the amount of R$307 million was mainly due to adjustments in our cash flow hedges and the adjustment related to functional currency, in the amount of R$118 million, coming from our subsidiary in Mexico, whose functional currency is Mexican Peso.

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5.A. Operating Results
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 2015 and 2014:

Consolidated	R$ in thousands, except %
	For the year ended December 31,
	2015	2014	% Change
Personnel expenses	(14,058,047)	(13,667,639)	2.9%
Administrative expenses	(13,721,970)	(12,971,521)	5.8%
Depreciation and amortization	(2,942,003)	(2,932,687)	0.3%
Changes in the insurance technical provisions and pension plans	(28,286,039)	(24,008,174)	17.8%
Retained claims	(21,724,043)	(18,143,688)	19.7%
Selling expenses for insurance and pension plans	(3,253,193)	(2,891,276)	12.5%
Net gains/(losses) on foreign currency transactions	(3,523,095)	(1,244,680)	183.1%
Other non-interest expense	(20,846,766)	(19,278,792)	8.1%
Total	(108,355,156)	(95,138,457)	13.9%

Segment	R$ in thousands, except %
	Banking			Insurance, Pension Plans and Capitalization Bonds
	2015	2014	% Change	2015	2014	% Change
Personnel expenses	(13,103,515)	(12,460,644)	5.2%	(1,217,211)	(1,197,272)	1.7%
Administrative expenses	(13,076,913)	(12,578,064)	4.0%	(1,137,706)	(1,118,542)	1.7%
Depreciation and amortization	(2,752,946)	(2,749,282)	0.1%	(321,462)	(244,442)	31.5%
Changes in the insurance technical provisions and pension plans	-	-	-	(28,286,038)	(24,008,174)	17.8%
Retained claims	-	-	-	(21,724,044)	(18,143,688)	19.7%
Selling expenses for insurance and pension plans	-	-	-	(3,254,551)	(2,892,373)	12.5%
Net gains/(losses) on foreign currency transactions	(3,523,095)	(1,244,680)	183.1%	-	-	-
Other non-interest expense	(14,383,047)	(11,194,730)	28.5%	(7,864,020)	(8,006,914)	(1.8)%
Total	(46,839,516)	(40,227,400)	16.4%	(63,805,032)	(55,611,405)	14.7%

Banking

Our non-interest expenses increased by 16.4%, from R$40,227 million in 2014 to R$46,840 million in 2015. This increase was mainly due to the increase of: (i) 5.2% in personnel expenses from R$12,461 million in 2014 to R$13,104 million in 2015, due to an increase in expenses from salaries, payroll charges and benefits as a result of increase in salaries, in accordance with the respective 2014 and 2015 collective bargaining agreements; (ii) 4.0% in administrative expenses, mainly due to: (a) contract adjustments; (b) the increased volume of business and services in the period; and (c) the depreciation of 47.0% of the Brazilian real against the U.S. dollar in the period. The IPCA inflation rates in the last 12 months, reached 10.7%, thus evidencing our consistent cost control originating from actions of the Efficiency Committee, whose efficiency initiatives resulted in the rebalancing between personnel and administrative expenses; (iii) 183.1% in net losses in foreign currency operations, primarily as a result of the depreciation in the Brazilian real against the U.S. dollar in the period; and (iv) 28.5% in other non-financial expenses, which were mainly impacted by: (a) provisioning for tax contingencies; (b) expenses for impairment analysis; (c) tax expenses; and (d) expenses for legal contingencies.

Insurance, pension plans and capitalization bonds

Our non-interest expenses increased by 14.7%, from R$55,611 million in 2014 to R$63,805 million in 2015. This increase was mainly due to the increase of: (i) 17.8% in our expenses from variation of insurance and pension plan technical provisions from R$24,008 million in 2014 to R$28,286 million in 2015, mainly deriving from the increase of R$19,104 million in the volume of our technical provisions for the VGBL product; and (ii) 19.7% in retained claims, mainly, in health insurance.

Income tax and social contribution

We prepared the information about segments so that the Management could assess the performance and make decisions regarding the allocation of resources for investments and other purposes. The calculation of the income tax and social contribution, as required by the current Brazilian laws and regulations, is performed for each legal entity and disclosed on a consolidated basis. Consequently, there is no direct relationship with the presentation per segment. Management’s decisions for tax purposes are based on analysis by individual legal entities and on a consolidated basis; consequently, Management includes consolidated data, which were discussed and analyzed, as a relevant disclosure in relation to the decision-making process.

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	5.B. Liquidity and Capital Resources
	Form 20-F

The following table shows, for the Company, the breakdown of our income tax and social contribution charges:

Consolidated	R$ in thousands, except %
Consolidated	2015	2014
Income before income tax and social contribution	9,603,583	19,330,791
Total income tax and social contribution charges at current rates ⁽¹⁾	(4,321,612)	(7,732,316)
Effect of additions and exclusions in the tax calculation:
Equity in the earnings of associates and joint ventures	687,623	555,926
Interest on equity (paid and payable)	2,305,695	1,438,003
Net tax credit of deferred liabilities	2,341,220	-
Other ⁽²⁾	7,621,396	1,824,074
Income tax and social contribution for the period	8,634,322	(3,914,313)
Effective rate	(89.9)%	20.2%
⁽¹⁾ Current rates: (i) 25% for income tax; (ii) of 15% for the social contribution; and
⁽²⁾ Basically, includes: (i) the exchange rate variation of assets and liabilities, derived from investments abroad; and (ii) the deduction incentives.

Income tax and social contribution expenses decreased by R$12,549 million in 2015 as compared to 2014. This decrease was primarily due to: (i) a decrease in income before income tax and social contribution; and (ii) the effects of additions and deductions on the calculation of taxes, as follows: (a) the change in others, from R$1,824 million in 2014 to R$7,621 million in 2015, mainly related to the foreign exchange variation of assets and liabilities, deriving from investments abroad, which is nontaxable. This was primarily a reflection on the depreciation of the real by 47.0% against the U.S. dollar in 2015, and 13.4% in 2014; (b) a deferred tax asset in the amount of R$ 2,341 million, as a result of monetary restatement of deferred tax assets and liabilities due to the results from a higher tax rate for social contribution, pursuant to Law No. 13,169/15, which until August 2015 was 15.0% and, for the period between September 2015 and December 2018, changed to 20.0%; and (c) to the higher effect of interest on own capital, in the amount of R$868 million. For more information on income tax and social contribution, see Note 17 to our consolidated financial statements in “Item 18. Financial Statements.”

Net Income

As a result of the above, our net income attributable to controlling shareholders increased by 18.4%, from R$15,315 million in 2014 to R$18,133 million in 2015. Our net income for the year recorded a percentage increase similar to our net income attributable to controlling shareholders, increasing from R$15,416 million in 2014 to R$18,238 million in 2015.

5.B. Liquidity and Capital Resources

Asset and liability management

Our general policy on asset and liability management is to manage interest rate, liquidity, foreign exchange and maturity risks in order to maximize our net interest income and our return on assets and equity, in light of our internal risk management policies, and maintain adequate levels of liquidity and capital.

As part of our asset and liability management, we seek to avoid material mismatches between assets and liabilities by matching, to the extent possible, the maturity, currency and interest rate structure of loans we make with terms of the transactions under which we fund these loans. Subject to our policy constraints and the limits established by our Board of Directors, we occasionally take mismatched positions in relation to interest rates, maturities and, in more limited circumstances, foreign currencies, when we believe such positions are justified in view of market conditions and prospects.

We monitor our asset and liability positions in accordance with Central Bank requirements and guidelines. Our Treasury Executive Committee for Asset and Liability Management meets on a weekly basis to:

· evaluate action strategies relating to asset and liability management, within the limits established, based on an analysis of the political-economic scenarios, at national and international level;

· monitor and countersign the pricing strategies of asset, liability and derivative operations with our clients;

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5.B. Liquidity and Capital Resources
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· define internal prices of transfer of resources (Funds Transfer Price - FTP) of liabilities and assets in local and foreign currency;

· approve the proposal on the limit of tolerance for exposure to risks to be submitted to the approval of the GOGIRAC and the Board of Directors; and

· monitor and countersign results, strategies, behaviors and risks of mismatch and indexes maintained by us and managed by out Treasury Department.

In making such decisions, we evaluate not only our exposure limits for each market segment and product, but also market volatility levels and the extent to which we are exposed to market risk through interest, maturity, liquidity and currency mismatches. We also consider other potential risks, as well as market liquidity, our institutional needs and perceived opportunities for gains. Our Treasury Executive Committee for Asset and Liability Management holds extraordinary meetings as required in response to unexpected macroeconomic changes.

In addition, we receive daily reports on our mismatched and open positions, while our Treasury Executive Committee for the Asset and Liability Management assesses our risk position every two weeks.

Liquidity and funding

We have policies, procedures, metrics and limits in place aimed at controlling liquidity risks. The components of our Minimum Liquidity Reserve (“RML”) are in line with best market practices as well as Basel III requirements.

Our Treasury Department acts as a support center for our different business segments by managing our funding and liquidity positions, and executing our investment objectives in accordance with our asset and liability management policies. We are also responsible for setting rates for our different products, including exchange and interbank transactions. Our Treasury Department covers any funding shortfall by borrowing in the interbank market. It seeks to maximize efficient use of our deposit base by investing any surpluses in liquid instruments in the interbank market.

We have used our excess liquidity to invest in Brazilian government securities and expect to continue doing so, subject to regulatory requirements and investment considerations. Our principal sources of funding are:

· demand, savings, and time deposits, as well as interbank deposits; and

· funding in the open market, borrowings and onlendings, funds from securities issued and subordinated debt, part of which is denominated in foreign currencies.

The following table shows the average balance and average real interest rates of our sources of funding (interest-bearing, as well as non-interest-bearing) for the periods indicated measured using month-end balances:

R$ in thousands, except %	2016			2015			2014
	2016			2015			2014
	Average balance	% of total	Average rate	Average balance	% of total	Average rate	Average balance	% of total	Average rate
Interest‑bearing liabilities
Interbank deposits	1,205,451	0.1%	10.6%	621,904	0.1%	12.0%	695,132	0.1%	12.4%
Savings deposits	93,598,769	8.6%	7.2%	91,075,494	10.4%	7.1%	84,921,694	10.7%	6.4%
Time deposits	111,471,035	10.3%	7.8%	83,978,162	9.6%	7.1%	91,990,788	11.6%	7.0%
Funding in the open market	232,718,923	21.5%	11.5%	211,686,661	24.3%	11.1%	192,967,597	24.3%	9.9%
Borrowings and onlendings	65,927,057	6.1%	5.9%	64,029,996	7.3%	4.8%	56,123,972	7.1%	3.2%
Funds from securities issued	151,629,726	14.0%	11.3%	97,739,942	11.2%	11.8%	69,849,843	8.8%	9.6%
Subordinated debt	52,348,349	4.8%	12.0%	38,601,843	4.4%	12.1%	35,826,626	4.5%	10.6%
Insurance technical provisions and pension plans	198,174,725	18.3%	10.8%	156,922,463	18.0%	10.3%	136,308,516	17.1%	7.6%
Total interest‑bearing liabilities	907,074,035	83.7%	10.0%	744,656,465	85.4%	9.6%	668,684,168	84.1%	8.1%
Non‑interest‑bearing liabilities
Demand deposits	32,645,961	3.0%	-	26,969,963	3.1%	-	35,138,920	4.4%	-
Other non‑interest‑bearing liabilities	143,993,002	13.3%	-	99,995,194	11.5%	-	91,429,077	11.5%	-
Total non‑interest‑bearing liabilities	176,638,963	16.3%	-	126,965,157	14.6%	-	126,567,997	15.9%	-
Total liabilities	1,083,712,998	100.0%	8.4%	871,621,622	100.0%	8.2%	795,252,165	100.0%	6.8%

Deposits are our most important source of funding, accounting for 22.0% of average total liabilities in 2016, compared to 23.2% in 2015 and 26.8% in 2014. Our deposits balance over these years progressed in the following manner:

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	5.B. Liquidity and Capital Resources
	Form 20-F

· in 2015, the average balance of our deposits decreased by 4.7% in comparison to 2014, mainly due to the decrease of 23.2% in the average balance of our demand deposits and the decrease of 8.7% in our time deposits, which were partially offset by the increase of 7.2% in the average balance of our savings deposits; and

· in 2016, the average balance of our deposits increased by 17.9% in comparison to 2015, mainly due to the increase of 32.7% in the average balance of our time deposits and 21.0% in our demand deposits.

Funding in the open market, borrowings and onlendings and funds from securities issued represent our main sources of funding, accounting for 41.5% of total average liabilities in 2016, compared to 42.8% in 2015 and 40.1% in 2014.

The following table shows, as of the dates indicated, our sources of funding and liquidity, as well as other non-interest-bearing liabilities:

As of December 31,	R$ in thousands
	2016	2015	2014
	2016	2015	2014
Interbank deposits	588,872	466,448	641,205
Savings deposits	97,088,828	91,878,765	92,154,815
Time deposits	103,137,867	79,619,267	85,790,391
Funding in the open market	241,978,931	222,291,364	219,359,890
Borrowings and onlendings	58,196,002	70,337,884	58,998,135
Funds from securities issued	151,101,938	109,850,047	85,030,399
Subordinated debt	52,611,064	50,282,936	35,821,666
Insurance technical provisions and pension plans	215,840,000	170,940,940	146,559,220
Total interest-bearing liabilities	920,543,502	795,667,651	724,355,721
Demand deposits	33,420,111	23,819,783	33,027,296
Other non‑interest‑bearing liabilities	132,586,836	116,301,326	90,776,194
Total non‑interest‑bearing liabilities	166,006,947	140,121,109	123,803,490
Total liabilities	1,086,550,449	935,788,760	848,159,211

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5.B. Liquidity and Capital Resources
Form 20-F

Deposits

Deposits accounted for 21.6% of total liabilities as of December 31, 2016. 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 the time and demand deposits was mainly due to the larger volume of funding of these deposits, partially influenced by the consolidation of HSBC Brasil. For additional information regarding our deposits, see "Item 4.B. Business Overview – Selected Statistical Information – Average deposit balances and interest rates."

Funding in the open market

Funding in the open market consist mainly of funds we obtained from banks in the market by selling securities with agreements to repurchase. As of December 31, 2016, we had funding in the open market in the amount of R$241,979 million, an increase of R$19,688 million compared to the balance in December 31, 2015, which was R$222,291 million.

Borrowings and onlendings

Borrowings consist primarily 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.

Onlendings consist primarily of funds borrowed for local onlending, in which we borrow from Brazilian governmental agencies and entities to make loans to Brazilian entities for investments in facilities, equipment and farming, among others.

As of December 31, 2015, the balance of our borrowings and onlendings totaled R$70,338 million, an increase of R$11,340 million compared to December 31, 2014. The increase was mainly due to: (i) an increase of R$15,437 million in borrowings and onlendings denominated in, or indexed to, foreign currencies, which increased from R$16,682 million as of December 31, 2014 to R$32,119 million as of December 31, 2015, as a result of the 47.0% depreciation of the Brazilian real against the U.S. dollar; and it was partially offset by: (ii) a 9.7% or R$4,097 million decrease in the funds raised via borrowings and onlendings in the country, mainly through FINAME transactions.

As of December 31, 2016, the balance of our borrowings and onlendings totaled R$58,196 million, a decrease of R$12,142 million compared to December 31, 2015. The decrease was mainly due to: (i) a decrease of R$9,961 million in borrowings and onlendings denominated in, or indexed to, foreign currencies, which balance was from R$32,119 million in 2015 to R$22,158 million in 2016, partially as a result of the 16.5% appreciation of the real against the U.S. dollar in the period: (ii) the decrease in the funds raised via borrowings and onlendings in the country, mainly through FINAME transactions; and offset by: (iii) the increase in the volume of funds raised through BNDES operations.

Funds from securities issued

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

As of December 31, 2015, our funds from securities issued totaled R$109,850 million reflecting an increase of R$24,820 million from December 31, 2014. The increase in our funds from securities issued was mainly due to increases: (i) of R$16,731 million in funds from the issuance of financial notes; (ii) of R$8,360 million in real estate credit notes; partially offset by: (iii) a lower volume of operations abroad, in the amount of R$810 million.

As of December 31, 2016, our funds from securities issued totaled R$151,102 million reflecting an increase of R$41,252 million from December 31, 2015. The increase in our funds from securities issued was mainly influenced by: (i) the increase of R$36,821 million in funds from the issuance of financial notes; (ii) the increase of R$6,732 million in real estate credit notes; and (iii) the consolidation of HSBC Brasil; and partially offset by: (iv) a lower volume of operations abroad, in the amount of R$3,709 million.

Subordinated debt

The subordinated debts totaled R$50,283 million in December 2015, a 40.4% increase, or R$14,461 million, primarily due to the: (i) issuance of new subordinated debts; (ii) exchange rate variation; and partially offset by: (iii) the maturities of debts occurred in the periods.

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	5.B. Liquidity and Capital Resources
	Form 20-F

The subordinated debts totaled R$52,611 million in December 2016, a 4.6% increase, or R$2,328 million, primarily due to the issuance of new subordinated debts in the period.

Sources of additional liquidity

From the implementation of the New Brazilian Payment System in April 2002, the Central Bank has offered a credit line from the portfolio of government securities issued by the National Treasury to provide liquidity to financial institutions, which is defined as re-discount (or “redesconto”). This line can be used in the “intra-day” condition, or for a longer term negotiated with the Central Banks, which discloses the differentiated prices for the acceptance of these securities as collateral.

There is also a traditional re-discount line, where financial institutions offer assets represented by credit operations or illiquid securities. In this case, the institution will open formal proceedings with the Central Bank, presenting the reasons for the request, projected cash flow, liquidity recovery plan, as well as detailing the assets to be re-discounted and the proposed payment flow to the Central Bank.

The Central Bank, upon analysis, will decide whether or not to release the liquidity line, costs, and other measures deemed necessary.

Cash flow

In 2016, 2015 and 2014, our cash flow was primarily affected by our business strategy and alterations in the Brazilian economic environment. The following table shows the principal variations in cash flows during the periods indicated:

For the year ended December 31,	R$ in thousands
For the year ended December 31,	2016	2015	2014
Net cash provided by (used in) operating activities	53,959,218	(61,354,165)	80,799,123
Net cash provided by (used in) investing activities	9,152,341	(11,961,302)	(3,443,356)
Net cash provided by (used in) financing activities	(23,524,819)	12,994,265	8,999,501
Net increase (decrease) in cash and cash equivalents	39,586,740	(60,321,202)	86,355,268

2016

In 2016, we had a net increase of R$39,587 million in cash and cash equivalents due to net cash provided by operating activities, in the amount of R$53,959 million; and investing activities, in the amount of R$9,152 million. These increases were partially offset by the net decrease in cash used in our financing activities, in the amount of R$23,525 million.

In 2016, cash provided by our operating activities, including adjustments to income, resulted primarily from (i) interest paid/received, in the amount of R$25,777 million; (ii) lower compulsory deposits with the Central Bank in the amount of R$11,651 million; (iii) a reduction in loans and advances to financial institutions, in the amount of R$10,368 million; (iv) a decrease in financial assets held for trading, in the amount of R$9,700 million; and (v) variation in insurance technical provisions and pension plans, in the amount of R$ 32,782 million. These events were partially offset by an increase: (i) in loans and advances to customers, in the amount of R$49,649 million and (ii) in financial assets held for trading, in the amount of R$40,428 million.

Cash provided by our investing activities, resulted primarily from (i) interest received in the amount of R$12,668 million and (ii) the net acquisition/disposal of financial assets available for sale, in the amount of R$7,428 million. These events were partially offset by: (i) the acquisition of subsidiaries, net of cash and cash equivalents paid/received, in the amount of R$7,189 million; and (ii) the acquisition of fixed assets used, equipment and intangible assets in the amount of R$5,123 million.

Cash used in our financing activities is principally a result of: (i) interest paid and interest on capital and dividends payment, in the amount of R$26,116 million; partially offset by the issuance of subordinated debt, in the amount of R$3,787 million and R$690 million.

2015

In 2015, we had a net decrease of R$60,321 million in cash and cash equivalents due to net cash from operating activities, in the amount of R$61,354 million; and investing activities, in the amount of R$11,961 million. These decreases were partially offset by net cash provided by our financing activities, in the amount of R$12,994 million.

In 2015, cash used in our operating activities resulted primarily from an increase in: (i) financial assets held for trading in the amount of R$80,159 million; and (ii) loans and advances to customers in the amount of R$95,026 million. These events were partially offset by: (i) net decrease in funds from financial institutions in the amount of R$40,279 million; (ii) receipt/payment of interest, in the net amount of R$23,901 million; (iii) a decrease in financial liabilities held for trading, in the amount of R$16,030 million; and (iv) the variation of technical provisions for insurance and pension plans, in the amount of R$28,286 million.

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5.B. Liquidity and Capital Resources
Form 20-F

The cash used in our investing activities resulted principally from: (i) the net acquisition/disposal of financial assets available for sale, in the amount of R$22,007 million; and (ii) the acquisition of property, equipment and intangible assets in the amount of R$4,154 million. These events were partially offset by interest received in the amount of R$13,033 million.

The cash generated by our financing activities principally resulted from: (i) funds from securities issued in the amount of R$68,385 million; and (ii) issuance of subordinated debt, in the amount of R$11,304 million. These events were partially offset by the: (i) payment of funds from securities issued in the amount of R$49,218 million; (ii) payments of interest on equity and dividends in the amount of R$5,008 million; (iii) interest paid, in the amount of R$11,094 million; and (iv) payment of subordinated debt, in the amount of R$1,271 million.

2014

In 2014, we had a net increase of R$86,355 million in cash and cash equivalents due to net cash from operating activities, in the amount of R$80,799 million and from financing activities, in the amount of R$9,000 million. These increases were impacted by net cash being used for our investing activities, in the amount of R$3,443 million.

In 2014, cash from our operating activities resulted primarily from: (i) decrease in loans and advances to banks in the amount of R$19,562 million; (ii) net increase in funds from financial institutions and customers in the amount of R$63,358 million; (iii) receipt/payment of interest, in the net amount of R$22,073 million, (iv) a decrease in financial assets held for trading, in the amount of R$14,690 million; and (v) the variation of technical provisions for insurance and pension plans, in the amount of R$24,008 million. These events were partially offset by an increase in loans and advances to customers in the amount of R$88,723 million.

The cash used in our investing activities resulted primarily from: (i) the disposal and acquisition of financial assets available for sale, in the net amount of R$11,183 million; and (ii) the acquisition of property, equipment and intangible assets in the amount of R$2,830 million. The aforementioned events were partially offset by interest received in the amount of R$9,143 million.

The cash from our financing activities primarily resulted from funds from securities issued in the amount of R$53,526 million. This event was partially offset by: (i) payments of funds from securities issued in the amount of R$32.578 million; (ii) payments of interest on equity and dividends in the amount of R$3,925 million; (iii) interest paid, in the amount of R$4,704 million; and (iv) payments of subordinated debt, in the amount of R$2,706 million.

Capital compliance - Basel III

The G20's December 2010 conference voted to institute a package of measures (known as "Basel III") that had been proposed by the Basel Committee on Banking Supervision to remedy deficiencies revealed by the recent economic crisis. The purpose of this reform is to enhance capital and liquidity management rules for financial institutions, thus strengthening the banking sector and dampening the impact of financial crises and their consequences for the real economy.

The first measure requires financial institutions to strengthen their capital levels. Common equity primarily comprises share capital (non-redeemable non-cumulative common and preferred shares), plus retained earnings, less amounts related to regulatory adjustments (tax credits, goodwill paid on acquisition of investments and deferred fixed assets, among others). After allowing for all deductions, Basel III will require banks to hold: (i) a common equity ratio of at least 4.5%; (ii) a Tier I capital ratio of at least 6.0%; and (iii) a minimum total capital ratio of 8.0%.

In January 2011, the Basel Committee on Banking Supervision (“BCBS”) published a document known as the "January 13 Annex" in which it extended Basel III rules with additional requirements applicable to Tier 1 and 2 Capital. Under the January 13 Annex rules, a capital instrument issued by a bank must include a provision enabling the competent regulatory body to either cancel this instrument, or convert it to common shares on the occurrence of a "trigger event." A "trigger event" is whichever of the following occurs first: (i) a decision that a cancellation is necessary, without which the bank would become insolvent; and (ii) the decision to make a public capital injection, or equivalent subsidy, without which the bank would become insolvent. These additional requirements will apply to all instruments issued after January 1, 2013; otherwise, any qualified instruments issued before that date and which do not meet the additional requirements (although meeting other requirements as of the date of the issuance) will be gradually deducted from capital measurement for a period of ten years as of 2013.

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	5.B. Liquidity and Capital Resources
	Form 20-F

In June 2011, the BCBS released the report “Basel III: A global regulatory framework for more resilient banks and banking systems – revised,” as an international regulatory response to the 2008 financial and banking crisis. The revised version of Basel III regulations aims at improving the quality and quantity of financial institutions capital, with the purpose of making the financial system more resilient and reducing risks and costs. This Accord reflects a continuing change towards the improvement of the prudential structure applicable to financial institutions, with the main elements being the regulatory capital and the amount of allocated capital.

Basel III recommendations stipulate altered capital requirements for counterparty credit risk, both for the standard approach and for internal risk rating based approaches (“IRBs”), in order to ensure inclusion of material risks in capital structure.

The Basel III Accord recommends implementation of a leverage ratio as a supplementary capital measure, to be calculated by dividing Tier I capital by total exposure. For calculating total exposure, Basel III uses accounting data net of provisions, without deducting any credit risk mitigator or deposits. As from January 2018 there is to be a minimum requirement for the leverage ratio, which was originally set at 3.0%.

Furthermore, in order to determine minimum requirements for quantitative liquidity of financial institutions, Basel III proposes two liquidity ratios: a short-term and a long-term one.

The purpose of the short-term liquidity ratio (Liquidity Coverage Ratio, or “LCR”) is to show that institutions have sufficient high-liquidity funds to withstand a one-month financial stress scenario. The purpose of the long-term liquidity ratio (Net Stable Funding Ratio, or “NSFR”) is to encourage institutions to finance their activities from more stable sources of funding. Basel III has set forth the requirement of a ratio of more than one for the LCR as from January, 2015 and the NSFR as from January, 2018.

Brazil has been a member of the BCBS since late 2009 and has adopted Basel III proposals. The Central Bank issued Notice No. 20,615/11 on preliminary guidelines and schedules for implementing recommendations on capital structure and liquidity requirements. According to this communication, the regulator intended to bring forward the implementation of several measures.

In June 2011, CMN published Resolution No. 3,988/11, which states that the Brazilian financial institutions should implement a capital management structure compatible with the nature of their operations, the complexity of the products and services offered and their risk exposure. Capital management is defined as a continuous process of (i) monitoring and controlling the financial institution’s capital, (ii) calculating the capital need in view of the risks to which the financial institution is exposed to and (iii) planning goals and capital requirements considering the strategic objectives of the institution. Financial institutions shall disclose to the general public a report describing its capital management structure at least on an annual basis.

Under the Central Bank's preliminary rules, Brazil would follow the international schedule for gradually adopting capital requirements and definitions over the coming years. The original schedule proposed by the Central Bank was planned to begin on January 2013. However, it was postponed to March 2013 and the final term for the implementation of the referred rules is January 2019.

Provisional Measure No. 608/13, enacted in February 2013, sets forth the regulatory measures that Brazil has been adopting to adhere to the recommendations of Basel III, which was converted into Law No. 12,838/13. This rule changes the provision for capital to be recognized by financial institutions, addressing presumed credit and credit securities and instruments issued by financial institutions to comprise their Capital. It also states that the distribution of dividends to shareholders of financial institutions is subject to compliance with the prudential rules established by CMN.

In March 2013, the Central Bank published four Resolutions and 15 Circulars, by way of which it implemented the recommendations from the BCBS. In line with international recommendations and current practice, the minimum capital level was determined as a percentage of risk-weighted assets.

In accordance with the rules set forth by the CMN Resolution No. 4,192/13, recently amended by CMN Resolutions No. 4,440/15 and No. 4,442/15, the Capital of a financial institution consists of Tier I Capital plus Tier II Capital and is used when setting its operating limits.

Tier I Capital is aimed at helping the bank remain solvent, that is, remain a going concern. Tier II Capital is contingent capital, subject to conversion into equity in case of insolvency. When Basel III rules came into effect, Tier I Capital was broken down into 2 categories: Common equity, comprising mainly by shares and reserves; and Additional Capital, comprising mainly instruments that are analogous to hybrid capital and debt instruments.

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5.B. Liquidity and Capital Resources
Form 20-F

CMN Regulations that introduced Basel III rules in Brazil are stricter and more comprehensive when defining instruments eligible for inclusion in each capital category and set forth the deductions of some items, from Common equity, Additional Capital and Tier II Capital.

Following the recommendations of Basel III, the CMN Resolution No. 4,193/13 introduced the Additional Common Equity, comprised by the: Common Equity Conservation Buffer, Common Equity Countercyclical Buffer (“ACCPBrasil”), and Common Equity Systemically Importance Buffer. Under this Resolution, the value of the Common Equity Conservation Buffer and the ACCPBrasil will gradually increase, starting from 0.625% as from January 2016 and reaching 2.5% as from January 2019. The Common Equity Systemically Importance Buffer will gradually increase from 0.5% as from January 2017 to 2.0% as from January 2019. Moreover, the Central Bank is to determine the calculation methodology for the ACCPBrasil and the Common Equity Systemically Importance Buffer. The Central Bank Circular No. 3,768/15 establishes the methodology for calculating the Additional Portion of Systemic Importance of the Principal Capital, which corresponds to the multiplication between the assets weighted by risk and the annual factor of systemic importance ("FIS"). The value of the FIS, in turn, is defined based on the ratio between the value of the total exposure and the value of the GDP, considering the following gradation: (i) if the reason for total exposure/GDP is less than 10.0%, the value of the FIS is zero; (ii) if the reason for total exposure/GDP is equal to or greater than 10.0% and less than 50.0%, the FIS will vary from 0.25% from January to December 2017, and 1.0% from January 2019; and (iii) if the reason for total exposure/GDP is greater than 50.0%, the FIS will vary from 0.5% from January to December 2017, and 2.0% from January 2019. Now according to the Central Bank Circular No. 3,769/15, the amount of the ACCPBrasil must not exceed 1.25% of risk-weighted assets, in the period between January to December 2017. In addition, article 3 of this same circular, established that the value of ACCPBrasil is equal to 0%.

By the end of the transitional period in 2019, the portions that comprise the Additional Common Equity (Common Equity Conservation Buffer, ACCPBrasil, Common Equity Systemically Importance Buffer) will have to be at least 2.5% of risk-weighted assets. Under normal market conditions, financial institutions must hold excess capital in relation to the minimum requirements in an amount greater than additional Common Equity, as defined. Failure to comply with additional Common Equity rules will lead to restrictions affecting distribution of dividends, bonuses, earnings, profit sharing and incentive compensation geared to the performance of institutions’ managements.

Under the current rule, Brazilian financial institutions, ourselves included, must hold a capital base (Regulatory Capital - “RC”) of 9.25% or more of total RWA (Basel ratio) from January 2017 to December 2017 and calculated using specific criteria determined by the Central Bank. The calculation of the RC is subject to various deductions, including weighting factors that vary according to the nature of the asset. As of December 31, 2016, our Basel ratio was 15,4% of total RWA, which is higher than the 9.875% level required by the Central Bank until December 2016, disregarding the conservation buffer.

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

As of December 31,	In %
	Basel III ⁽¹⁾ Prudential Consolidated		Basel III Financial Consolidated
	2016	2015	2014
Tier I Capital	12.0%	12.7%	12.9%
Common Equity	11.2%	12.7%	12.9%
Additional Capital	0.8%	-	-
Total Ratio	15.4%	16.8%	16.5%
⁽¹⁾ As of January 2015, capital is calculated based on Prudential Consolidated, according to CMN Resolution 4,192/13.

The implementation of the new capital structure in Brazil began in October 2013. CMN Resolution No. 4,192/13, as amended a number of times in 2013, 2014 and 2015, which replaces CMN Resolution No. 3,444/07, provides for a new methodology to calculate RC. Given that this methodology requires the introduction of new adjustments, we adapted the numbers shown above demonstrating the transition from Basel II to Basel III.

In February 2015, the CMN issued Resolution No. 4,401/15, which came into effect in October 2015 and addresses the definition and minimum limits of the LCR, which is defined as the ratio of the reserve of high liquidity assets to the total cash outflows foreseen for a 30-day period, under stress conditions. The major purpose of this ratio is to provide for the set-up and maintenance of a minimum reserve of net assets in normal market conditions, to be used to maintain the continuity of business and the stability of the financial system in periods of higher shortage or needed liquidity.

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	5.B. Liquidity and Capital Resources
	Form 20-F

The LCR will be applied to financial institutions with total assets over R$100.0 billion or which are part of a prudential conglomerate with total assets higher than said amount. The minimum limit needs to be supervised on a daily basis by the financial institutions in periods of lack of financial stress.

The Central Bank Circular No. 3,748/15 on the Leverage Ratio (“LR”) came into effect in October, 2015, in response to BCBS recommendations. This ratio, in conjunction with the Total Capital Ratio, is aimed at limiting a financial institutions´ risk exposure and it also assesses leverage through the ratio between Tier I capital and book value assets plus off-balance exposure (overdraft facilities, sureties, guarantees and derivatives).

As from 2018, the BCBS is to define a required LR. The minimum current reference ratio is 3.0%.

Capital Management

The Capital Management structure aims to provide conditions to the follow-up and control of our capital, thus contributing to the achievement of the strategic goals established, through the accurate planning of the capital sufficiency. In addition to the Executive Committees and a Non-Statutory Committee, which support our Board of Directors and our Diretoria Executiva in the decision-making process, we have an area responsible for Capital Management reporting to the Planning, Budget and Control Department, and which operates together with the Integrated Risk Control Department, affiliated companies, business areas and our various support areas.

The capital plan is aligned with the strategic planning and comprehends a prospective vision of at least three years, is prepared on an annual basis, and is approved by our Diretoria Executiva and our Board of Directors, continually monitored and controlled by the capital management area. Any threats and opportunities, growth and market share targets, as well as projected capital needs, are included in the preparation of the plan to cover risks, as well as the capital held by us. In addition, the internal capital adequacy assessment process (ICAAP) provides conditions for the assessment of sufficiency of capital, taking into account different scenarios (baseline and stress) in a prospective view, and allows for the anticipation of capital and contingency activities to be adopted for the respective scenarios.

Interest rate sensitivity

Management of interest rate sensitivity is a key component of our asset and liability policy. Interest rate sensitivity is the relationship between market interest rates and net interest income due to the maturity or re-pricing characteristics of interest-earning assets and interest-bearing liabilities. For any given period, the pricing structure is considered balanced when an equal amount of these assets or liabilities matures or re-prices in that period. Any mismatch of interest-earning assets and interest-bearing liabilities is known as a gap position. A negative gap denotes liability sensitivity and normally means that a decline in interest rates would have a negative effect on net interest income. Conversely, a positive gap denotes asset sensitivity and normally means that a decline in interest rates would have a positive effect on net interest income. These relationships can change significantly from day to day as a result of both market forces and Management decisions.

Our interest rate sensitivity strategy takes into account:

· rates of return;

· the underlying degree of risk; and

· liquidity requirements, including minimum regulatory banking reserves, mandatory liquidity ratios, withdrawal and maturity of deposits, capital costs and additional demand for funds.

We monitor our maturity mismatches and positions and manage them within established limits. The positions are analyzed and reconsidered every second and fourth Friday of each month in our Treasury Executive Committee for the Asset and Liability Management.

The following table shows the maturities of our interest-earning assets and interest-bearing liabilities as of December 31, 2016 and may not reflect interest rate gap positions at other times. In addition, variations in interest rate sensitivity may exist within the re-pricing periods presented due to differing re-pricing dates. Variations may also arise among the different currencies in which interest rate positions are held.

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5.B. Liquidity and Capital Resources
Form 20-F

December 31, 2016	R$ in thousands, except %
December 31, 2016	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	4,915,777	4,686,618	8,757,986	135,128,043	35,838,372	3,677,379	193,004,175
Financial assets available for sale	5,151,694	2,127,660	5,377,931	59,697,811	31,143,446	376,517	103,875,059
Investments held to maturity	-	-	-	12,926,577	30,075,451	-	43,002,028
Financial assets pledged as collateral	83,646,950	3,394,834	1,904,827	48,753,065	17,586,901	-	155,286,577
Loans and advances to banks	88,759,292	2,545,217	2,120,712	1,398,574	14,341	-	94,838,136
Loans and advances to customers ⁽¹⁾	28,925,299	39,869,071	40,479,887	136,565,043	87,950,483	32,660,765	366,450,548
Compulsory deposits with the Central Bank	50,795,794	-	-	-	-	-	50,795,794
Other assets	-	-	-	-	792,641	-	792,641
Total interest‑earning assets	262,194,806	52,623,400	58,641,343	394,469,113	203,401,635	36,714,661	1,008,044,958
Interest‑bearing liabilities
Deposits from banks ⁽²⁾	162,078,484	63,417,792	19,850,717	50,045,412	5,371,400	-	300,763,805
Savings deposits ⁽³⁾	97,088,828	-	-	-	-	-	97,088,828
Time deposits	7,642,768	15,331,311	9,457,530	70,706,258	-	-	103,137,867
Funds from securities issued	7,295,059	45,280,096	40,140,968	57,237,747	1,148,068	-	151,101,938
Subordinated debt	426,665	3,904,856	7,068,023	21,554,158	19,657,362	-	52,611,064
Insurance technical provisions and pension plans ⁽³⁾	182,739,608	3,342,339	1,306,760	28,451,293	-	-	215,840,000
Total interest‑bearing liabilities	457,271,412	131,276,394	77,823,998	227,994,868	26,176,830	-	920,543,502
Asset/liability gap	(195,076,606)	(78,652,994)	(19,182,655)	166,474,245	177,224,805	36,714,661	87,501,456
Cumulative gap	(195,076,606)	(273,729,600)	(292,912,255)	(126,438,010)	50,786,795	87,501,456	-
Ratio of cumulative gap to total interest‑earning assets	(19.4)%	(27.2)%	(29.1)%	(12.5)%	5.0%	8.7%	-
⁽¹⁾ For indefinite operations, it refers to credit card operations;
⁽²⁾ including: funding in the open market, borrowings, onlendings and interbank deposits; and
⁽³⁾ Savings deposits and insurance technical provisions and pension plans are classified as up to 30 days, without considering average historical turnover.

Exchange rate sensitivity

Most of our operations are denominated 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, 2016 our net foreign currency liability exposure, considering off-balance-sheet derivative financial instruments, was R$51,294 million, or 48.6% of shareholders’ equity. Consolidated net foreign currency exposure is the difference between total foreign currency-indexed or -denominated assets and total foreign currency-indexed or -denominated liabilities, including off-balance-sheet derivative financial instruments.

Our foreign currency position arises mainly through our purchases and sales of foreign currencies (primarily U.S. dollars) from Brazilian exporters and importers, from other financial institutions on the interbank market, and on the spot and forward currency markets. The Central Bank regulates our maximum outstanding long and short foreign currency positions.

As of December 31, 2016, the composition of our assets, liabilities and equity by currency and term was as set out in the table below. Our foreign currency assets are largely denominated 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.

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	5.B. Liquidity and Capital Resources
	Form 20-F

December 31, 2016	R$ in thousands, except %
December 31, 2016	R$	Foreign currency	Total	Foreign currency as % of total
Assets
Cash and balances with banks	70,300,101	2,254,550	72,554,651	3.1%
Financial assets held for trading
Less than one year	32,815,147	2,187,764	35,002,911	6.3%
From one to five years	133,995,215	594,440	134,589,655	0.4%
More than five years	35,797,189	39,867	35,837,056	0.1%
Indefinite	7,436,223	274,001	7,710,224	3.6%
Financial assets available for sale
Less than one year	11,816,817	89,056	11,905,873	0.7%
From one to five years	58,659,124	1,592,551	60,251,675	2.6%
More than five years	29,981,379	1,162,066	31,143,445	3.7%
Indefinite	9,817,561	-	9,817,561	-
Investments held to maturity
Less than one year	-	-	-	-
From one to five years	12,911,546	20,894	12,932,440	0.2%
More than five years	30,069,588	-	30,069,588	-
Financial assets pledged as collateral	146,541,586	8,744,991	155,286,577	5.6%
Loans and advances to banks	92,435,329	2,402,807	94,838,136	2.5%
Loans and advances to customers
Less than one year	180,795,541	18,954,199	199,749,740	9.5%
From one to five years	111,441,215	15,031,690	126,472,905	11.9%
More than five years	37,291,346	3,789,043	41,080,389	9.2%
Non-current assets available for sale	1,578,956	10	1,578,966	0.0%
Investments in associates and joint ventures	7,002,514	264	7,002,778	0.0%
Property and equipment, net of accumulated depreciation	8,371,293	25,823	8,397,116	0.3%
Intangible assets and goodwill, net of accumulated amortization	15,783,388	14,138	15,797,526	0.1%
Taxes to be offset	7,689,653	33,558	7,723,211	0.4%
Deferred income tax assets	44,854,361	262,502	45,116,863	0.6%
Other assets
Less than one year	20,009,764	11,847,759	31,857,523	37.2%
From one to five years	11,995,877	39,426	12,035,303	0.3%
More than five years	2,836,342	441,202	3,277,544	13.5%
Total	1,122,227,055	69,802,601	1,192,029,656	5.9%
Percentage of total assets	94.1%	5.9%	100.0%

146 Form 20-F – December 2016

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5.B. Liquidity and Capital Resources
Form 20-F

December 31, 2016	R$ in thousands, except %
December 31, 2016	R$	Foreign currency	Total	Foreign currency as % of total
Liabilities and Shareholders' Equity
Deposits from banks ⁽¹⁾
Less than one year	219,623,411	26,622,457	246,245,868	10.8%
From one to five years	46,831,454	3,213,960	50,045,414	6.4%
More than five years	5,364,830	6,570	5,371,400	0.1%
Deposits from customers
Less than one year	145,173,774	16,867,897	162,041,671	10.4%
From one to five years	70,073,346	568,458	70,641,804	0.8%
More than five years	64,454	-	64,454	-
Financial liabilities held for trading
Less than one year	12,961,031	281,757	13,242,788	2.1%
From one to five years	150,215	42,433	192,648	22.0%
More than five years	242	-	242	-
Funds from securities issued
Less than one year	89,395,629	3,331,679	92,727,308	3.6%
From one to five years	55,093,812	2,134,072	57,227,884	3.7%
More than five years	797,379	349,367	1,146,746	30.5%
Subordinated debt
Less than one year	11,167,169	232,376	11,399,545	2.0%
From one to five years	13,907,473	7,646,685	21,554,158	35.5%
More than five years	16,081,236	3,576,125	19,657,361	18.2%
Insurance technical provisions and pension plans	215,839,347	653	215,840,000	0.0%
Other provisions	18,278,593	13,816	18,292,409	0.1%
Current income tax liabilities	2,117,296	12,990	2,130,286	0.6%
Deferred income tax liabilities	1,762,948	-	1,762,948	-
Other liabilities ⁽²⁾
Less than one year	77,846,752	10,295,014	88,141,766	11.7%
From one to five years	3,918,363	28,773	3,947,136	0.7%
More than five years	4,776,117	100,496	4,876,613	2.1%
Shareholders' Equity	105,479,207	-	105,479,207	-
Total	1,116,704,078	75,325,578	1,192,029,656	6.3%
Percentage of total liabilities and shareholder's equity	93.7%	6.3%	100.0%
⁽¹⁾ including: funding in the open market, borrowings, onlendings and interbank deposits; and
⁽²⁾ Other liabilities, whose primary components provision for contingent liabilities, are not a source of funding.

Derivative financial instruments are presented in the table below on the same basis as presented in the consolidated financial statements in "Item 18. Financial Statements."

Our cash and cash equivalents in foreign currency are represented principally by U.S. dollars. Amounts denominated in other currencies, which include Euros and Yen, are indexed to the U.S. dollar through currency swaps, effectively limiting our foreign currency exposure to U.S. dollars only.

We enter into short-term derivative contracts with selected counterparties to manage our overall exposure, as well as to assist customers in managing their exposures. These transactions involve a variety of derivatives, including interest rate swaps, currency swaps, futures and options. For more information regarding these derivative contracts, see Note 20(c) to our consolidated financial statements in "Item 18. Financial Statements." As of December 31, 2016, the composition of notional reference and/or contracted values and fair values of trading derivatives held by us is presented below:

147 Form 20-F – December 2016

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	5.B. Liquidity and Capital Resources
	Form 20-F

December 31, 2016	R$ in thousands
	Reference amounts
	R$	Foreign currency	Total
Derivatives
Interest rate futures contracts
Purchases	111,026,397	-	111,026,397
Sales	94,677,587	-	94,677,587
Foreign currency futures contracts
Purchases	-	27,399,904	27,399,904
Sales	-	58,690,018	58,690,018
Futures contracts - other
Purchases	48,291	-	48,291
Sales	967	-	967
Interest rate option contracts
Purchases	5,467,042	-	5,467,042
Sales	4,755,788	-	4,755,788
Foreign currency option contracts
Purchases	-	7,567,515	7,567,515
Sales	-	2,836,294	2,836,294
Option contracts - other
Purchases	27,500	-	27,500
Sales	-	-	-
Foreign currency forward contracts
Purchases	-	16,633,033	16,633,033
Sales	-	18,036,706	18,036,706
Forward contracts - other
Purchases	48,911	-	48,911
Sales	1,588,245	-	1,588,245
Swap contracts
Asset position
Interest rate swaps	72,297,999	-	72,297,999
Currency swaps	-	7,276,143	7,276,143
Liability position
Interest rate swaps	36,746,464	-	36,746,464
Currency swaps	-	14,201,872	14,201,872

Capital expenditures

In the past three years, we have made, and expect to continue to make moving forward, significant capital expenditures related to improvements and innovations in technology and the Internet designed to maintain and expand our technology infrastructure in order to increase our productivity, accessibility, cost efficiency and our reputation as a leader in technological innovation in the financial services sector. We have made significant capital expenditures for systems development, data processing equipment and other technology designed to further these goals. These expenditures are for systems and technology for use both in our own operations and by customers.

The following table shows our capital expenditures accounted for as fixed assets in the periods shown:

	R$ in thousands
	2016	2015	2014
Infrastructure
Land and buildings	95,401	55,115	36,893
Installations, properties and equipment for use	1,086,811	1,171,147	981,472
Security and communications systems	27,100	24,958	10,539
Transportation systems	3,473	41,982	30,150
SubTotal	1,212,785	1,293,202	1,059,054
Information Technology
Data processing systems	2,405,093	1,810,294	1,537,012
Financial leasing of data processing systems	633,680	587,792	519,697
SubTotal	3,038,773	2,398,086	2,056,709
Total	4,251,558	3,691,288	3,115,763

148 Form 20-F – December 2016

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	6.A. Board of Directors and Board of Executive Officers
	Form 20-F

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

We present below biographies of the current members of our Board of Directors and Diretoria Executiva:

Members of the Board of Directors:

Lázaro de Mello Brandão, Chairman:

Birth date: June 15, 1926.

Summary of Professional Experience: In September 1942, Mr. Brandão was hired as a bookkeeper 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. 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.

Graduation: Business Administration and Economics.

Current positions: He takes part in the Management of Bradesco Organization’s other companies; Chairman of the Board of Trustees and CEO of Fundação Bradesco; and Chairman of the Board of Directors of Bradespar S.A.

Previous positions: He has also served as CEO of the Banking Associations of the States of São Paulo, Paraná, Mato Grosso, Mato Grosso do Sul, Acre, Amazonas, Pará, Amapá, Rondônia and Roraima, as Vice-President of the National Federation of Banks (FENABAN) as a Member of the Board of the FEBRABAN and as Chairman of the Board of Directors of FGC; and Companhia Brasileira de Securitização (CIBRASEC) and a member of the Consulting Committee of VBC Participações S.A.

Luiz Carlos Trabuco Cappi, Vice-Chairman:

Birth date: October 6, 1951.

Summary of Professional Experience: He began his career at Banco Bradesco in April 1969, being elected as Officer in January 1984 and Vice-President in March 1999. From March 2003 to March 2009, he was also the President of Grupo Bradesco Seguros; in March 2009, he was elected CEO of Banco Bradesco.

Graduation: Degree in Philosophy from Faculdade de Filosofia, Ciências e Letras de São Paulo.

Other Qualifications: Graduate degree in Social Psychology at Fundação Escola de Sociologia e Política de São Paulo.

Current positions: Chief Executive Officer of Bradesco Organization’s other companies. Vice-Chairman of Banco Bradesco S.A; President of the Council of Representatives and Executive Board of the National Confederation of Financial Institutions (Confederação Nacional das Instituições Financeiras - CNF); Chairman of the Board of Directors of Elo Participações S.A.; Member of the Board of Directors of FEBRABAN; and a Member of the Strategic Committee at Vale S.A.

Previous positions: He was the Chief Executive Officer of Bradesco Vida e Previdência, of Grupo Segurador and Chairman of the Board of Directors of Odontoprev S.A; Chief Executive Officer of the Marketing and Funding Committee of the Associação Brasileira das Entidades de Crédito Imobiliário e Poupança (ABECIP); of Associação Nacional da Previdência Privada (ANAPP); of the Federação Nacional de Saúde Suplementar (FENASAÚDE); Vice-Chairman of the Board of Representatives of the CNF, Member of the Managing Council of ABRASCA, Member of the Board of Directors of ArcelorMittal Brasil (former Companhia Siderúrgica Belgo-Mineira), Member of the Superior Board and Vice-President of 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, Member of the Honorable Council of Academia Nacional de Seguros e Previdência (ANSP); and Member of Fórum Brasil – Estados Unidos (organized by the Ministry of Industry, Development and Foreign Trade).

150 Form 20-F – December 2016

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	6.A. Board of Directors and Board of Executive Officers
	Form 20-F

Previous positions: Officer of Banco de Crédito Real de Minas Gerais S.A. and of Credireal Leasing S.A. - Arrendamento Mercantil.

Milton Matsumoto, Director:

Birth date: April 24, 1945.

Summary of Professional Experience: He has been with Bradesco since September 1957. He was elected Department Officer in March 1985, Deputy Officer in March 1998, a Managing Officer in March 1999 and Member of the Board of Directors in March 2011, the position which he currently holds.

Graduation: Degree in Business Administration from UNIFIEO - University Center FIEO.

Current positions: Member of the Board of Directors of Bradesco Leasing S.A. - Arrendamento Mercantil; Member of the Board of Directors of Bradespar S.A.; Member of the Board of Directors and Strategy Committee of BSP Empreendimentos Imobiliários S.A.; Member of the Board of Directors of Cidade de Deus - Companhia Comercial de Participações; Member of the Board of Directors of NCF Participações S.A.; Officer of Nova Cidade de Deus Participações S.A.; Member of the Board of Trustees and Managing Officer of Fundação Bradesco.

Previous positions: Vice-Chairman of the Board of Directors of Fidelity Processadora e Serviços S.A.; 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.; Alternate Member of the Board of Directors of CPM Holdings Ltd.; Secretary Officer of the union of the credit, financing and investing companies of the State of São Paulo; and Secretary Officer of the Interstate Federation of Loan, Financing and Investment Institutions (FENACREFI).

José Alcides Munhoz, Director:

Birth date: July 23, 1948.

Summary of Professional Experience: He began at Bradesco in October 1970. He was appointed in Bradesco as Officer in March 1989, Department Officer in January 1995, Deputy Officer in March 1998, Managing Officer in March 1999, Vice-President in January 2012 and Member of the Board of Directors in March 2014, the position he currently holds.

Graduation: Technical education in accounting.

Current positions: Member of the Board of Trustees and Managing Officer of Fundação Bradesco; He is also Member of the Board of Directors of Bradespar S.A.; Member of the Board of Directors of BBD Participações S.A; Member of the Board of Directors of Bradesco Leasing S.A. – Arrendamento Mercantil; Member of the Board of Directors and of the Strategic Committee of BSP Empreendimentos Imobiliários S.A.; Member of the Board of Directors of Cidade de Deus - Companhia Comercial de Participações, Member of the Board of Directors of NCF Participações S.A.; and Officer of Nova Cidade de Deus Participações S.A..

Previous positions: Member of Consulting Board of the Brazilian National Chapter of the International Real Estate Federation (FIABCI/BRASIL).

Aurélio Conrado Boni, Director:

Birth date: July 19, 1951

Summary of Professional Experience: He began at Bradesco in February 1971. He was appointed in Bradesco as a Department Officer in December 1997; Managing Officer in December 2001; Vice-President in January 2012; and Member of the Board of Directors in March 2015, position he currently holds.

Graduation: Business Administration technician from the Technical Trade School “Campos Salles.”

Current positions: Member of the Board of Trustees and Managing Officer of Fundação Bradesco; Member of the Board of Directors of Aquarius Participações S.A., BBD Participações S.A., Bradespar S.A. and Bradesco Leasing S.A. – Arrendamento Mercantil; NCF Participações S.A. and Cidade de Deus - Companhia Comercial de Participações; Officer of Nova Cidade de Deus Participações S.A. Member of the Board of Directors of CPM Holdings Limited and IT Partners Ltd. and Vice-Chairman of Fidelity Processadora e Serviços S.A. and Fidelity Serviços and Contact Center S.A.

152 Form 20-F – December 2016

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	6.A. Board of Directors and Board of Executive Officers
	Form 20-F

Josué Augusto Pancini, Vice-President:

Birth date: April 14, 1960.

Summary of Professional Experience: He joined Banco Bradesco S.A. in July 1976. He was elected Regional Officer in July 1997, Department Officer in July 2003, Deputy Officer in December 2010, Managing Officer in January 2012 and Vice- President in January 2014, the position he currently holds.

Graduation: Degree in Mathematics from Centro Universitário da Fundação de Ensino Octávio Bastos – Feob (UNIFEOB).

Other Qualifications: “Lato Sensu” postgraduate degree in Business Economics - Finance from Pontifícia Universidade Católica de Campinas (PUC - Campinas); and Advanced Management Program (AMP), taught at the IESE Business School - University of Navarra, São Paulo.

Current positions: Member of the Board of Trustees and Managing Director of Fundação Bradesco; and Vice-President of Kirton Bank S.A. – Banco Múltiplo.

Previous positions: Alternate Member of the Deliberative Board of ABECIP.

Maurício Machado de Minas, Vice-President:

Birth date: July 1, 1959

Summary of Professional Experience: He joined Banco Bradesco S.A. in July 2009 as Managing Director. In January 2014 he was elected Vice-President, the position which he currently holds.

Graduation: Degree in Electrical Engineering from Escola Politécnica da Universidade de São Paulo (Poli/USP).

Other Qualifications: Specialization in Data Communications and Software Development at Wharton Business School, in the United States; a university extension course in Finance at Wharton Business School, in the United States; and Executive Development Program at Columbia University in New York, United States.

Current positions: Member of the Board of Trustees and Managing Director of Fundação Bradesco; Member of the Board of Directors of Aquarius Participações S.A., Fidelity Processadora S.A. and Fidelity Serviços e Contact Center S.A.; Member of the Board of Directors of NCR Brasil - Indústria de Equipamentos para Automação S.A. and Member of the Consulting Committee of IBM Corporation.

Previous positions: Executive Vice-President, COO (Chief Operations Officer) and an Alternate Member of the Board of Directors of CPM Braxis S.A.; Senior Analyst with Banco Itaú S.A.; Officer of Support Services of a group of Brazilian IT companies (Eletrodigi, Flexidisk and Polymax) and President of Scopus; and Member of the Board of Directors of MPO - Processadora de Pagamentos Móveis S.A.

Marcelo de Araújo Noronha, Vice-President:

Birth date: August 10, 1965

Summary of Professional Experience: Mr. Noronha started his career in 1985 at Banco Banorte, where he worked until 1996 when he started to work as Commercial Officer with Banco Bilbao Vizcaya Argentaria Brasil S.A, currently Banco Alvorada S.A. and was promoted to Vice-President for products, trade finance, middle market and retail. In February 2004, he was elected Department Officer of Banco Bradesco S.A. He was elected Deputy Officer in December 2010 and Managing Officer in January 2012. In February 2015, he was elected Vice-President, the position he currently holds, where he is responsible for credit and debit cards payments, marketing and CRM.

Graduation: Business Administration from Universidade Federal de Pernambuco (UFPE).

Other Qualifications: Specialization in Finance from Instituto Brasileiro de Mercado de Capitais (IBMEC); Advanced Management Program (AMP) at Instituto de Estudios Empresariales (IESE), Universidad de Navarra in Barcelona; Course for Member of the Board of Directors of the Brazilian Institute of Corporate Governance (IBGC).

Current positions: Member of the Board of Trustees of Fundação Bradesco; Chairman of the Board of Directors of Alelo - Companhia Brasileira de Soluções e Serviços; Vice-Chairman of the Board of Directors of Cielo S.A. (leader accreditation entity in Brazil); Member of the Board of Directors of Elopar S.A.; CEO of ABECS; and Member of the Board of Representatives (representing ABECS) of CNF.

154 Form 20-F – December 2016

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	6.A. Board of Directors and Board of Executive Officers
	Form 20-F

Current positions: Member of the Board of Trustees of Fundação Bradesco; and Deputy Officer of Kirton Bank S.A. - Banco Múltiplo.

Previous positions: Officer of Banco Boavista S.A, and of Banco das Nações S.A.; Effective Member of the Fiscal Council of Boavista Prev - Fundo de Pensão 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:

Birth date: December 6, 1961.

Summary of Professional Experience: He joined Banco Boavista Interatlântico S.A. in May 1997 as Executive Manager and reached the position of Officer there. He moved to Banco Bradesco S.A. as Executive Superintendent in March 2001. He was elected Department Officer in December 2009, Deputy Officer in January 2012 and Managing Officer in January 2014, the position he currently holds.

Graduation: Production Engineering from Universidade Federal do Rio de Janeiro.

Other Qualifications: MBA in Finance from Instituto Brasileiro de Mercado de Capitais (IBMEC); Senior International Bankers Course, at The International Centre for Banking and Financial Services (Manchester Business School) in Manchester, England; the Wharton Executive Development Program, at The Wharton School (University of Pennsylvania) in Philadelphia, USA and the Advanced Management Programme, at INSEAD, in Fointainebleau, France.

Current positions: He is a Member of the Board of Trustees of Fundação Bradesco; and Managing Director of Kirton Bank S.A. - Banco Múltiplo.

Previous positions: Officer of Banco Boavista Interatlântico S.A.

Denise Pauli Pavarina, Managing Officer:

Birth date: April 14, 1963.

Summary of Professional Experience: She started her career in March 1985, with Banco Bradesco de Investimento S.A., a financial institution that was absorbed by Banco Bradesco S.A. in November 1992. At Bradesco, she held the positions of Underwriting Manager and Department Manager of Portfolio Management. She was promoted to the position of Executive Superintendent in September 1996, and elected Department Officer in January 2001. She was elected Officer of Banco Bradesco BBI S.A. in June 2006, and Managing Officer in January 2007, remaining until December 2009, when she returned to Bradesco, and was elected Department Officer. She was elected Deputy Officer in January 2012 and Managing Officer in February 2015, the position she currently holds.

Graduation: Degree in Economics from Faculdade Armando Alvares Penteado (FAAP); and Law from Universidade Paulista (UNIP).

Other Qualifications: Executive MBA in Finance from Instituto de Ensino e Pesquisa (Insper).

Current positions: Managing Officer of Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários (BRAM); Member of the Board of Trustees of Fundação Bradesco; Vice-Chairman 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 the Board of Directors of Instituto BRAiN - Brasil Investimentos & Negócios; and Member of the Board of Directors and Member of the Advisory Committee for the Intermediation Sector of the B3; and Effective Member of the Board of Directors of Vale S.A. and Valepar S.A.

Previous positions: President of ANBIMA; Member of the Board of Representatives of the CNF; Member of the Board of Directors of Cielo S.A.; Member of National Committee for Financial Education (CONEF), representing ANBIMA; Member of Board of Directors of Bica de Pedra Industrial S.A.; Member of Board of Directors of Companhia Siderúrgica Belgo-Mineira; Deputy Member of the Board of Directors of CPM Braxis S.A., Latasa S.A.; Effective Member of the Board of Directors of São Paulo Alpargatas S.A.; Alternate Member of the Board of ABRASCA; Member of the Consulting Board of the Brazilian Association of Brokers and Dealers in Securities, Foreign Exchange and Commodities (ANCORD); Officer of UGB Participações S.A.; and Officer for Institutional Relations and Director of the Association of Capital Market Investment Analysts (APIMEC São Paulo).

156 Form 20-F – December 2016

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	6.A. Board of Directors and Board of Executive Officers
	Form 20-F

Other Qualifications: International Executive Program at Queen's School of Business - Queen's Executive Program, in Ontario, Canada.

Current positions: Member of the Board of Trustees of Fundação Bradesco; Chairman of the Board of Regulation and Best Practices for the Capital Market of ANBIMA, having previously held the following positions: Vice-President of the Regulation and Best Practices Board for Qualified Services to the Capital Market, and Alternate Member of the Qualified Services to the Capital Market Commission; and Deputy Officer of Kirton Bank S.A. - Banco Múltiplo.

Previous positions: Member of the Câmara Consultiva de Renda Fixa, Câmbio e Derivativos of B3; Member of the Board of Directors of Bica de Pedra Industrial S.A; CP Cimento e Participações S.A. and Latasa S.A., Effective Member of the Board of Directors of Iochpe-Maxion S.A and Tecnologia Bancária S.A.; Full Member of the Board of Directors of 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, Managing Officer:

Birth date: September 29, 1972.

Summary of Professional Experience: In February 2008, he joined Banco Finasa S.A., a financial institution acquired by Banco Finasa BMC S.A. (currently Banco Bradesco Financiamentos S.A.), as an Officer, remaining until December 2009. From July 2008 to April 2011, he held the position of Officer of Finasa Promotora de Vendas Ltda. In December 2010, he was elected Officer of Banco Bradesco S.A., in January 2012, Department Officer, in February 2015, Deputy Officer, and, in January 2017, Managing Officer, position he currently holds.

Graduation: Economic Sciences from UNICAMP - Universidade Estadual de Campinas.

Other Qualifications: Executive MBA in Finance from Insper - Instituto de Ensino e Pesquisa; STC Executive from Fundação Dom Cabral in partnership with Kellogg Graduate School of Management and Advanced Management Program (AMP) at Harvard Business School – Boston, USA.

Current positions: Alternate Member of the Board of Directors of Aquarius Participações S.A, Fidelity Processadora e Serviços S.A. and Fidelity Serviços e Contact Center S.A; Deputy Officer of Kirton Bank S.A. - Banco Múltiplo.

Previous positions: Member of the Board of Directors of Cielo S.A., Companhia Brasileira de Soluções e Serviços, Elo Participações S.A.

Renato Ejnisman, Managing Officer:

Birth date: February 12, 1970.

Summary of Professional Experience: In April 1999, he began his career in the financial market at Bank of America, where he worked until February 2007, with a short spell at Bank Boston during this period. In February 2007, he joined Banco Bradesco BBI S.A., as an Executive Superintendent. In April 2008, he was elected Officer and, in February 2011, Managing Officer and General Officer in April 2015. At Banco Bradesco S.A., was elected Deputy Officer in February 2015 and, in January 2017, Managing Officer, a position he holds simultaneously with the position of General Director of Banco Bradesco BBI S.A.

Graduation: Physics from USP - Universidade São Paulo.

Other Qualifications: Master’s degree in Nuclear Physics from Universidade São Paulo (USP) and a Doctoral degree in Physics from the University of Rochester, New York, USA.

Current positions: President of the Board of Regulation and Best Practices for the Capital Market of ANBIMA; and Vice-Chairman of the Board of Directors of Bradesco Securities Hong Kong Limited, Bradesco Securities, Inc. and Bradesco Securities UK Limited.

Previous positions: Chief Executive Officer of Bradesco S.A. Corretora de Títulos e Valores Mobiliários, Ágora Corretora de Títulos e Valores Mobiliários S.A. and Ágora Educacional Ltda.; Effective Member of Câmara Consultiva de Listagem of B3; and Alternate Member of the Board of ABRASCA.

158 Form 20-F – December 2016

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	6.A. Board of Directors and Board of Executive Officers
	Form 20-F

Guilherme Muller Leal, Deputy Officer:

Birth date: November 12, 1967.

Summary of Professional Experience: He joined, in August 1999, Banco Bilbao Vizcaya Argentaria Brasil S.A., currently denominated Banco Alvorada S.A., reaching the position of Corporate Deputy Officer. In September 2003, was transferred to Banco Bradesco S.A., and in June 2007, he was promoted to the position of Executive Superintendent, in February 2011, he was elected Officer, in January 2012, Department Officer, and in January 2017, Deputy Officer, the position which he currently holds.

Graduation: Economics from Universidade Santa Úrsula (USU).

Other Qualifications: “Lato Sensu” Postgraduation degree with specialization in Corporate Finance from Pontifícia Universidade Católica do Rio de Janeiro (PUC-Rio); and Executive Development Program (Programa de Desenvolvimento de Executivos – PDE) from Fundação Dom Cabral, and the following international executive programs: Authentic Leadership Development and Behavioral Economics: Designing Strategic Solutions For Your Customer and Your Organization from Harvard Business School - Boston, Massachusetts - EUA, Executive Education Program from New York Trend Consulting - NYTC - New York - USA, Wharton Advanced Management Program and Executive Negotiation Workshop: Bargaining for Advantage pela University of Pennsylvania - The Wharton School - Philadelphia - Pennsylvania - USA, and Leadership at the Peak Program from Center for Creative Leadership Staff and Leadership at the Peak Participants - Colorado Springs - USA.

Current position: Member of the Board of Trustees of Fundação Bradesco.

Luiz Carlos Brandão Cavalcanti Junior, Deputy Officer:

Birth date: March 2, 1962.

Summary of Professional Experience: He joined Banco Econômico S.A. in September 1983, an entity initially acquired by Banco Excel Econômico and later on by BBVA (Banco Bilbao Vizcaya Argentaria Brasil S.A.). In September 2003 was transferred to Banco Bradesco S.A. in the position of Executive Superintendent, in March 2005, he was elected Department Officer and, in January 2017, Deputy Officer, position he currently holds.

Graduation: Economics from Faculdade Católica de Ciências Econômicas da Bahia.

Other Qualifications: MBA in Advanced Management Program from Amana-Key; Strategic Planning and Implementation from Universidade of Michigan Business-SP; Business negotiation Course from FGV; Management Model Course, Culture and Values from University of NAVARRA - IESE - Spain and from FGV; Making Strategy Work: Leading Effective Execution - Wharton Executive Education from University of Pennsylvania - Philadelphia, USA; Advanced Executive Program - Kellogg School of Management from Northwestern University - Chicago, USA; Program Executive Education Communication - New York Trend Consulting (NYTC) - New York, USA; Strategic Cost Analysis For Managers - Massachusetts Institute of Technology (MIT) - Boston, USA; Implementing Improvement Strategies: Practical Tools and Methods - Massachusetts Institute of Technology (MIT) - Boston, USA; Authentic Leadership Program - Harvard Business School - Boston, Massachusetts, USA; and The Leadership at the Peak Program - Center for Creative Leadership Staff and Leadership at the Peak Participants, USA.

Current positions: Member of the Board of Trustees of Fundação Bradesco; and Effective Member of the Board of Directors of TecBan - Tecnologia Bancária S.A.

Rogério Pedro Câmara, Deputy Officer:

Birth date: October 5, 1963.

Summary of Professional Experience: He joined Banco Bradesco S.A. in June 1983. In December 2008, he was promoted to the position of Executive Superintendent, in June 2011, he was elected Officer in January 2012, Department Officer and in January 2017, Deputy Officer, position he currently holds.

Graduation: Business Administration from Universidade Paulista - UNIP.

Other Qualifications: MBA in Controller from Fundação Instituto de Pesquisas Contábeis, Atuariais e Financeiras da Universidade de São Paulo (FIPECAFI/USP); “Lato Sensu” postgraduation degree and MBA with specialization in Knowledge, Innovation and Technology from Fundação Instituto de Administração - FIA; International Module - MBA in Knowledge, Innovation and Technology from Bentley College - Waltham Massachusetts – USA; Advanced Management Program from Fundação Dom Cabral; Advanced Management Program - IESE Business School from University of Navarra, São Paulo, SP; International Executive Programs: Changing the Game: Negotiation and Competitive Decision Making from Harvard Business School - Boston, USA; Customer - Focused Innovation Program and Leading Change and Organizational Renewal Program from Stanford University Graduate School of Business - California, USA; Making Strategy Work: Leading Effective Execution and Strategic Thinking and Management for Competitive Advantage Program from The Wharton School - Philadelphia, USA; and The Leadership at the Peak program from Center for Creative Leadership - Colorado Springs, USA. The Advanced Strategy Program: Building and Implementing Growth Strategies, High Performance Leadership and in The Executive Development Program from The University of Chicago Booth School of Business - Chicago, USA.

160 Form 20-F – December 2016

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6.C. Board Practices
Form 20-F

· call general shareholders' meetings if Management delays the general shareholders' meeting for more than one month and call special shareholders' meetings in case of material or important matters.

Board Advisory Committees

Board Committees

Our shareholders approved, at the special shareholders' meeting held in December 2003, the creation of the Audit Committee, the Compliance and Internal Control Committee and the Compensation Committee. At the special shareholders' meeting held in March 2006, our shareholders approved the transformation of the Ethical Conduct Committee into a statutory committee. At the special shareholders' meeting held in March 2008, our shareholders approved the creation of the COGIRAC. At the Special Shareholders’ Meeting held in March 2013, the Shareholders resolved to exclude from the Bylaws Articles 22, 24 and 25, which dealt, respectively, with organizational components of the Internal Controls and Compliance Committee, the Ethical Conduct Committee and COGIRAC, reflecting the proposal presented by the Executive Committee of Corporate Governance, assessed by the Board of Directors, to maintain in the Bylaws only those committees whose characterization as statutory is required by legal norms, giving greater speed to the process of managing the committees subordinated to the Board of Directors. Thus, only the Audit Committee and the Compensation Committee remain as statutory roles, which should not be construed as a weakening of the corporate governance structure, as the Board of Directors will maintain these committees under its structure, which removal from the Bylaws was approved.

Audit Committee – Pursuant to our Bylaws and to Central Bank regulations since April 2004, we established the Audit Committee, comprising of three to five members, one of which is appointed coordinator, all of them appointed and subject to replacement by the Board of Directors. Appointments to our Audit Committee are for a term of five years. The former members of the Audit Committee may only rejoin the body, after at least three years have passed since the last permitted reappointment. Up to one third of the Audit Committee’s members may be re-elected for a single consecutive term, waiving this period.

The current members of the committee are Milton Matsumoto, the committee’s coordinator, Wilson Antonio Salmeron Gutierrez, a member with no specific designation, and Paulo Roberto Simões da Cunha, the Audit Committee financial expert. Milton Matsumoto is also a member of the Board of Directors.

In addition, under Brazilian law, the function of hiring independent auditors is reserved for the Board of Directors of a company following recommendation by its Audit Committee. As a result, as specified in Section 3(a)(58) of the Exchange Act, our Board of Directors functions as our Audit Committee for purposes of approving the engagement of our independent auditors for audit services. Except in these respects, our Audit Committee is comparable to and performs the functions of audit committees of U.S. companies. Since our Audit Committee cannot be compared to the audit committees of American companies in terms of engagement of our independent auditors in audit and non-audit services, we have relied on the exemption set forth in Exchange Act Rule 10A - 3(c)(3) in this regard. For more information see "Item 16.D. Exemptions from the listing standards for Audit Committees."

The responsibilities of the Audit Committee include:

· establishing its own rules of operation;

· recommending to the Board of Directors the outside firm which should be hired to provide independent audit services, the amount of compensation such firm should receive and providing recommendations as to substitute auditors;

· previously analyzing and authorize hiring our independent auditor for services other than auditing financial statements, from the point of view of compliance with rules on independent status;

· reviewing financial statements prior to their disclosure, including the notes to the financial statements, the independent auditor's report and management reports;

· establishing and disclosing procedures for responding to any reports or allegations of a failure to comply with applicable legal requirements or internal codes and regulations, including procedures to ensure the confidentiality and protection of any persons providing information regarding such failures;

163 Form 20-F – December 2016

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	6.C. Board Practices
	Form 20-F

· evaluating the effectiveness of the work of both the internal and the independent auditors, including their compliance with applicable legal obligations and internal regulations and codes;

· meeting with our Senior Management and both the independent and the internal auditors at least quarterly;

· assessing the Senior Management’s responsiveness to any recommendations made by both the independent and internal auditors;

· advising our Board of Directors regarding any conflicts between the independent auditors and the Board of Executive Officers;

· recommending to our Senior Management, the correction or improvement of policies, practices and procedures identified when performing their activities; and

· following up by occasion of its meetings, on its recommendations and requests for information, including the planning of the respective auditing works in order to turn into minutes the content of such meetings.

Compensation Committee –The Compensation Committee has three to seven members, all of whom are members of our Board of Directors with terms of office of one year, and according to the provisions set forth in CMN Resolution No. 3,921/10, should have at least one non-management member. Members are appointed by and may be replaced by the Board of Directors. The committee's primary responsibility is to advise the Board of Directors in the coordination of the Management compensation policy.

Other Board Advisory Committees

Compliance and Internal Control Committee – The Compliance and Internal Control Committee is comprised of at least five members. All members are formally appointed and may be replaced by the Board of Directors, including its Coordinator. The committee's primary responsibility is to assist the Board of Directors with the performance of its duties related to the adoption of strategies, policies and measures governing internal controls, mitigation of risks, and compliance with the rules applicable to us.

Ethical Conduct Committee – The Ethical Conduct Committee is composed of at least five members. All members are formally appointed and may be replaced by the Board of Directors, including its Coordinator. The committee's primary responsibility is to propose actions to ensure the enforcement of our Corporate and Sector Codes of Ethics, and of the rules of conduct related to issues of anticorruption and competition, so that they remain effective.

Integrated Risk Management and Capital Allocation Committee - COGIRAC – The Integrated Risk Management and Capital Allocation Committee is composed of at least five members, all formally nominated and may be replaced by the Board of Directors, including its Coordinator. This committee's primary responsibility is to advise the Board of Directors in the performance of its duties in the management and control of risks and capital in the sense of the consolidated economic financial entity.

Sustainability Committee – 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 socioenvironmental responsibility.

Succession Planning and Nomination Committee – made up of at least five members, all formally appointed and dismissible by the Board of Directors, including its coordinator. The purpose of the Committee is to advise the Board of Directors on its policy for the appointment of administrators, as well as on matters related to the processes of succession.

Ombudsman

At the special shareholders' meeting held in August 2007, our shareholders formalized the creation of the Ombudsman. Previously we had an informal Ombudsman. The Ombudsman works on behalf of all our institutions, authorized to operate by the Central Bank. There is one (1) Ombudsman, with a one-year (1) term. The Ombudsman is appointed and may be dismissed by the Board of Directors.

The Ombudsman is responsible for:

· checking strict compliance with legal and regulatory rules related to consumer's rights and acting as a communication channel among us and our institutions authorized to operate by the Central Bank, and our customers and users of its products and services, including mediating conflicts;

164 Form 20-F – December 2016

Table of Contents


	6.E. Share Ownership
	Form 20-F

December 31,	2016	2015	2014
December 31,	2016	2015	2014
Total number of employees	108,793	92,861	95,520
Number by category of activity
Banking
Bradesco	94,941	80,726	82,011
Insurance activities	6,700	6,556	6,605
Pension plan activity	461	475	508
Other categories	6,691	5,104	6,396
Number by geographic location
Cidade de Deus, Osasco	11,568	11,603	11,826
Alphaville, Barueri	2,348	1,593	1,646
São Paulo	17,958	16,296	16,699
Other locations in Brazil	76,651	63,127	65,094
International	268	242	255
Note: As from July, 2016, it includes employees from HSBC Brasil.

Our part-time employees work six hours a day, while our full-time employees work eight hours a day, both in a five-day workweek. We had 28,505 part-time employees and 80,288 full-time employees as of December 31, 2016 compared to 26,159 part-time employees and 66,702 full-time employees as of December 31, 2015 compared to 27,798 part-time employees and 67,722 full-time employees as of December 31, 2014.

We generally hire our employees at the entry level, and encourage them to remain with us throughout their careers. All employees are entitled, through internal hiring process, to fill new positions, including those in Middle Management, senior and managerial positions.

As of December 31, 2016, approximately 61.6% of our employees were associated with one of the labor unions that represent bank or insurance employees in Brazil. We maintain good relations with our employees as well as with their respective labor unions, which we believe is owing mostly to our policy of appreciating staff and having transparent relationships. We are party to two collective bargaining agreements: (i) one relating to our banking employees; and (ii) the other to our insurance sector employees.

We offer our employees benefits which include our health and dental plans enabling beneficiaries to choose their doctors, hospitals and dentists anywhere in Brazil, retirement and pension plans, and life and accident insurance with varying coverages. We also have an employee support program – called “Lig Viva Bem,” offering 24-hour support and making available 100% confidential free-of-charge telephone calls. The team is composed of psychologists, social workers and other specialized professionals guiding and supporting employees and their dependents in relation to personal, professional, familiar, legal, nutritional and affective issues. These benefits are available regardless of an employee's position. Currently, 45.2% of our employees participate in our pension plan Bradesco Vida e Previdência. In accordance with our collective bargaining agreement, we also offer our employees profit-sharing compensation plans.

Through Universidade Corporativa Bradesco - UniBrad (Bradesco Corporate University), whose mission is to provide professional education and social mobility, we offer development solutions and training to our employees and collaborators. In 2016, we invested R$165.9 million in professional training with a total of more than 888 thousand participations.

6.E. Share Ownership

As of December 31, 2016, the members of our Board of Directors and Board of Executive Officers indirectly held 3.1% of our voting capital and 1.6% of our total capital stock, in aggregate, through a company called BBD Participações S.A., or "BBD." In addition, some of our directors and executive officers directly hold shares of our capital stock. However, as of December 31, 2016, none of our directors and executive officers individually owned, directly or indirectly, more than 1.0% of any class of our shares.

166 Form 20-F – December 2016

Table of Contents


	7.A. Major Shareholders
	Form 20-F

The following table shows the direct ownership of our outstanding common and preferred shares as at March 10, 2017. Shareholders mentioned, except for the members of our Diretoria Executiva or our Board of Directors, directly hold 5.0% or more of our securities with voting rights:

Shareholder	Number of shares, except %
	Number of common shares	Common shares as a percentage of outstanding shares	Number of preferred shares	Preferred shares as a percentage of outstanding shares	Total Number of shares	Total shares as a percentage of outstanding shares
	Number of common shares	Common shares as a percentage of outstanding shares	Number of preferred shares	Preferred shares as a percentage of outstanding shares	Total Number of shares	Total shares as a percentage of outstanding shares
Cidade de Deus Participações	1,343,322,234	48.5%	668,597	0.0%	1,343,990,831	24.3%
Fundação Bradesco⁽¹⁾	473,179,116	17.1%	-	-	473,179,116	8.6%
NCF Participações	233,823,874	8.4%	61,975,695	2.2%	295,799,569	5.3%
Subtotal	2,050,325,224	74.0%	62,644,292	2.2%	2,112,969,516	38.2%
Members of the Board of Directors
Lázaro de Mello Brandão	(*)	(*)	(*)	(*)	(*)	(*)
Luiz Carlos Trabuco Cappi	(*)	(*)	(*)	(*)	(*)	(*)
Denise Aguiar Alvarez	(*)	(*)	(*)	(*)	(*)	(*)
João Aguiar Alvarez	(*)	(*)	(*)	(*)	(*)	(*)
Carlos Alberto Rodrigues Guilherme	(*)	(*)	(*)	(*)	(*)	(*)
Milton Matsumoto	(*)	(*)	(*)	(*)	(*)	(*)
José Alcides Munhoz	(*)	(*)	(*)	(*)	(*)	(*)
Aurélio Conrado Boni	(*)	(*)	(*)	(*)	(*)	(*)
Total Board of Directors	13,438,225	0.5%	24,057,322	0.9%	37,495,547	0.7%
Members of the Diretoria Executiva
Domingos Figueiredo de Abreu	(*)	(*)	(*)	(*)	(*)	(*)
Alexandre da Silva Glüher	(*)	(*)	(*)	(*)	(*)	(*)
Josué Augusto Pancini	(*)	(*)	(*)	(*)	(*)	(*)
Maurício Machado de Minas	(*)	(*)	(*)	(*)	(*)	(*)
Marcelo de Araújo Noronha	(*)	(*)	(*)	(*)	(*)	(*)
André Rodrigues Cano	(*)	(*)	(*)	(*)	(*)	(*)
Luiz Carlos Angelotti	(*)	(*)	(*)	(*)	(*)	(*)
Nilton Pelegrino Nogueira	(*)	(*)	(*)	(*)	(*)	(*)
André Marcelo da Silva Prado	(*)	(*)	(*)	(*)	(*)	(*)
Denise Pauli Pavarina	(*)	(*)	(*)	(*)	(*)	(*)
Moacir Nachbar Junior	(*)	(*)	(*)	(*)	(*)	(*)
Octávio de Lazari Junior	(*)	(*)	(*)	(*)	(*)	(*)
Cassiano Ricardo Scarpelli	(*)	(*)	(*)	(*)	(*)	(*)
Eurico Ramos Fabri	(*)	(*)	(*)	(*)	(*)	(*)
Renato Ejnisman	(*)	(*)	(*)	(*)	(*)	(*)
Walkiria Schirrmeister Marchetti	(*)	(*)	(*)	(*)	(*)	(*)
Rômulo de Mello Dias	(*)	(*)	(*)	(*)	(*)	(*)
Aurélio Guido Pagani	(*)	(*)	(*)	(*)	(*)	(*)
Guilherme Muller Leal	(*)	(*)	(*)	(*)	(*)	(*)
Luiz Carlos Brandão Cavalcanti Junior	(*)	(*)	(*)	(*)	(*)	(*)
Rogério Pedro Câmara	(*)	(*)	(*)	(*)	(*)	(*)
João Carlos Gomes da Silva	(*)	(*)	(*)	(*)	(*)	(*)
Total Members of the Diretoria Executiva	59,123	0.0%	1,567,759	0.1%	1,626,882	0.0%
Subtotal	2,063,822,572	74.5%	88,269,373	3.2%	2,152,091,945	38.9%
Other	708,403,394	25.6%	2,671,389,760	96.8%	3,379,793,154	61.1%
Outstanding Shares	2,772,225,966	100.0%	2,759,659,133	100.0%	5,531,885,099	100.0%
Treasury shares	4,575,045	-	17,141,588	-	21,716,633	-
Total	2,776,801,011	100.0%	2,776,800,721	100.0%	5,553,601,732	100.0%
⁽¹⁾ Also indirectly owns, through its interest in Cidade de Deus Participações and Nova Cidade de Deus, and NCF Participações, 39.7% of our common shares and 20.9% of our total shares.
(*) None of the members of our Board of Directors, Board of Executive Officers or other administrative, supervisory or management bodies directly or beneficially holds 1.0% or more of any of our classes of shares, and their individual share ownership has not been previously disclosed to our shareholders or otherwise made public. For more information, see "Item 6.E. Share Ownership".

The following is a description of our principal beneficial shareholders. None of the principal beneficial shareholders have voting rights that differ from those of the other holders of our common shares.

Cidade de Deus Companhia Comercial de Participações

Cidade de Deus Companhia Comercial de Participações is a holding company, which we refer to as "Cidade de Deus Participações." It directly holds 48.5% of our voting capital and 24.3% of our total capital. Its shareholders are: (i) Nova Cidade de Deus, with 45.2% of its common and total shares; (ii) Fundação Bradesco, with 33.4% of its common and total shares; and (iii) the Aguiar Family, with 21.4% of its common and total shares as of December 31, 2016. The company's capital stock is made up of common, nominative book-entry shares, with no par value.

Nova Cidade de Deus Participações

Nova Cidade de Deus Participações is a holding company which we refer to as “Nova Cidade de Deus.” It holds investments in other companies, mainly those that, directly or indirectly, own our voting capital. As of December 31, 2016, the company owned, through its participation in Cidade de Deus Participações, 23.4% of our common shares and 11.9% of our total shares.

168 Form 20-F – December 2016

Table of Contents


7.A. Major Shareholders
Form 20-F

The capital stock of Nova Cidade de Deus is divided in class A and class B common shares and one class of preferred shares. Ownership of the class B common shares is limited to:

· members of 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 controlled entities; 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, 2016, the members of the Aguiar Family and the estate of Mr. Amador Aguiar indirectly owned, by way of their participation in Cidade de Deus Participações, 11.1% of our common shares and 5.7% of our total shares. In addition, the same parties directly held a total of 1.5% of our common shares, 2.7% of our preferred shares, which correspond to 2.2% of our total shares. None of the members of the Aguiar Family individually or directly holds more than 1.0% of our voting shares.

Fundação Bradesco

As of December 31, 2016, Fundação Bradesco owned 56.8% of our common shares, 2.0% of our preferred shares and 29.4% of our total shares, directly and indirectly, through its participation in Cidade de Deus Participações, Nova Cidade de Deus and NCF.

Under the terms of Fundação Bradesco's bylaws, all of our directors, members of 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, it is an innovative social investment initiative which reaches every state in Brazil and the Federal District, and its 40 schools are primarily located in regions of accentuated educational deprivation.

In 2016, a total of 108,533 students attended Fundação Bradesco schools from early childhood through to secondary school, and secondary-level vocational or technical education, as well as courses for young people and adults and initial and continuing education for employment and income. In addition to quality formal education free of charge, more than 41,000 elementary school students are also provided with school uniforms, classroom stationery, meals, and medical and dental care.

Our "Virtual School" e-learning portal's distance learning programs (“EaD”), benefited 657,384 students who completed at least one of a wide range of courses offered, and another 31,756 students were involved in projects and partnership initiatives such as Digital Inclusion Centers, our "Educate - Act" (Educa+Ação) program, and technology courses.

In its 14th consecutive year, the “Voluntary Action National Day” held on May 2016 engaged over 17,000 volunteers at 69 different locations in Brazil, including Fundação Bradesco schools and service centers close to schools. Over 255,000 people were served at this event which promoted issues regarding education, health, leisure, sports and the environment.

The IT for the Visually Handicapped Program has benefited and trained 12,525 students and fostered social inclusion for thousands of people.

Fundação Bradesco's 2016 budget totaled R$595.6 million. Over the last 10 years, Fundação Bradesco has invested a total of R$5.9 billion (at current values) in the foundation.

BBD

BBD indirectly owned 6.1% of our common shares and 3.1% of our total shares as of December 31, 2016, through its participation in Nova Cidade de Deus. BBD is a holding company that was organized to hold interests in our capital and in the capital of our indirect and direct shareholders. In 1999, BBD acquired from several shareholders an indirect interest of 5.5% of our voting capital. Only members of the Board of Directors and of the Board of Executive Officers, as well as our skilled employees, of Bradespar, or of our subsidiaries and national not-for-profit legal entities or national companies controlled by them that have as administrators only our employees and/or administrators, may hold BBD shares. However, only the members of the Board of Directors and Executive Officers may own voting shares. Most of our board members and executive officers own shares in BBD.

169 Form 20-F – December 2016

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	7.B. Related Party Transactions
	Form 20-F

NCF

NCF is a holding company controlled by Cidade de Deus Participações and by Fundação Bradesco. As of December 31, 2016, NCF held 8.4% of our common shares and 5.4% of our total shares.

Market

Direct market holdings represented 26.0% of our voting capital as of December 31, 2016 and 97.7% of our preferred shares. Common and preferred shares held by the market accounted for 61.8% of our share capital.

As of December 31, 2016, 1,235 foreign investors with a stake in our share capital in the amount of: (i) 56.6% of preferred shares; and (ii) 11.1% of common shares. Of the reported percentages, the GDRs (Global Depositary Receipts) accounted for 0.01% of preferred shares and the ADRs (American Depositary Receipts) accounted for 26.6% of preferred shares and 0.01% of common shares.

7.B. Related Party Transactions

Transactions with controllers, joint control and related parties, and key management personnel are conducted on arms' length terms as demonstrated below:

December 31,	R$ in thousands
	2016	2015	2014
	2016	2015	2014
ASSETS
Loans and advances to banks	1,033,479	223,874	101,025
Other assets	6,128	11,277	6,754
LIABILITIES
Deposits from customers	(1,524,462)	(231,110)	(157,540)
Funds from securities issued	(6,977,691)	(2,509,577)	(1,151,105)
Corporate and statutory obligations	(1,770,149)	(1,279,382)	(1,019,589)
Other liabilities	(13,704)	(24,811)	(9,534)
INCOME AND EXPENSES
Net interest income	(1,280,078)	(167,583)	(164,134)
Other income/expense	133,451	88,406	(68,366)

Under Laws No. 4,595/64 and No. 7,492/86, financial institutions may not grant loans or advances to:

· officers and members of the Board of Directors, fiscal councils, advisory committees and similar corporate bodies, as well as their spouses and relatives up to the second degree;

· individuals or legal entities with a direct or indirect equity interest of at least 10.0%;

· legal entities in which such financial institutions held a direct or indirect equity interest of at least 10.0%; and

· legal entities in which capital any officers or managers of such financial institution, including their spouses or relatives of the second degree, held a direct or indirect equity interest of at least 10.0%.

Accordingly, we have not assigned any loans or advances to any of our subsidiaries, affiliates, executive officers, board members or their relatives of second degree. Under Brazilian regulation, financial institutions must keep any record of impediment updated in order to avoid the occurrence of any prohibited loan or cash advance. For further details on restrictions on the operations of financial institutions, see "Item 4.B. Business Overview – Regulation and Supervision – Bank regulations – Principal limitations and restrictions on activities of financial institutions."

170 Form 20-F – December 2016

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8.A. Consolidated Statements and other Financial Information
Form 20-F

7.C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

8.A. Consolidated Statements and other Financial Information

See "Item 18. Financial Statements," which contains our audited consolidated financial statements prepared in accordance with IFRS.

Legal proceedings

We are a party to civil, tax and labor administrative proceedings and lawsuits that have arisen during the normal course of our business. We do not have any litigation matters that are significant on an individual basis. We believe that there are no suits pending or threatened, individually or in the aggregate, that if decided against us would have a material adverse effect on our business, financial condition, properties, prospects or results of operations.

As of December 31, 2016, we had provisions of R$18,292 million, 27.9% related to labor matters, 27.4% related to civil liability cases and 44.7% related to tax issues. For additional information, see Note 37 to our consolidated financial statements in "Item 18. Financial Statements."

Probable losses recognized in our consolidated financial statements refer to tax and social security matters related to inflation adjustments and legality of certain taxes and contributions. The remaining litigation, where the probability of loss is considered as possible based on our judgment using available information, are related to tax assessments, in the amount of R$16,483 million as of December 31, 2016 (R$9,635 million in 2015). We believe these tax assessment notices are inconsistent with current law and are therefore not recognized in our consolidated financial statements.

We believe that as of December 31, 2016, we have set aside sufficient funds as provisions to cover our probable losses from litigation, subject to the inflation-indexation requirement for provisions relating to certain tax matters.

Labor matters – The labor matters in which we were involved during the year ended December 31, 2016 are mainly claims brought by former employees and outsourced employees seeking indemnifications, especially for unpaid overtime, according to Article 224 of the Consolidation of Labor Laws (CLT). In proceedings in which a judicial deposit is used to guarantee the execution of the judgment, the labor provision is made considering the estimated loss of these deposits. For proceedings with similar characteristics, the provision is recorded based on the average calculated value of payments made for labor complaints settled in the past 12 months; and proceedings originating from acquired banks, with unique characteristics, the calculation and assessment of the required balance is conducted periodically, based on the updated recent loss history. Overtime is monitored by using electronic time cards and paid regularly during the employment contract and, accordingly, the claims filed by our former employees do not represent significant amounts.

Tax-related matters – We are also a party to a number of judicial lawsuits and administrative proceedings, mainly involving issues related to constitutionality and fair interpretation of some tax requirements. Some claims relate to the non-payment of taxes which we are contesting; others stem from collections (notifications) of supervisory agencies of the Ministry of Finance and aim at recovering taxes we understand have already been paid or unduly paid. The amounts we have not paid in view of these claims have in general been provisioned in conformity with applicable accounting rules and are restated based on criteria established by tax legislation. On the other hand, those taxes to be refunded are only recorded when the prospect of realizing these assets is practically certain. See Note 17 to our consolidated financial statements for a description of our most relevant tax claims.

Civil matters – We are a party to various civil lawsuits, although none of them are material. Lawsuits consist mainly of claims for indemnification for presumed damages caused during the ordinary course of business activities and cases where inflation indices were not applied to the adjustment of saving accounts as a result of economic plans, although we complied with the law in force at the time. For more information on lawsuits in relation to economic plans, see “Item 3.D. Risk Factors – Risks relating to us and the Brazilian banking industry – The Brazilian Supreme Court is currently deciding cases relating to the application of inflation adjustments which may increase our costs and cause losses.”

171 Form 20-F – December 2016

Table of Contents


	8.A. Consolidated Statements and other Financial Information
	Form 20-F

Probable risk cases are all provisioned, and do not incur in a material adverse effect on our results of operations or financial position.

Other matters – We are currently not subject to any significant disputed processes with the Central Bank, CVM, ANS or SUSEP. We comply with all regulations applicable to the business, issued by the aforementioned regulatory bodies.

Policy on dividend distributions

Our Bylaws require our Board of Directors to recommend, at each annual general shareholders' meeting, that our net income for the fiscal year (in accordance with BR GAAP) be allocated as follows:

· 5.0% for the legal reserve, not exceeding 20.0% of the paid-up capital in each fiscal year. This requirement shall not be applicable in fiscal years when the legal reserve, added to our other capital reserves, exceeds 30.0% of our paid-up capital;

· an amount (to be determined by our shareholders based on probable potential losses) to a contingency reserve against future losses;

· at least 30.0% (after the deductions for the legal reserves and contingencies) for mandatory distribution to our shareholders; and

· any outstanding balance to a statutory profit reserve for the maintenance of an operating margin that is compatible with our credit businesses, up to a limit of 95.0% of our paid-up capital.

Our Bylaws also authorize our shareholders to allocate an amount to a reserve for realizable revenue. Our shareholders have never allocated amounts to such reserve.

A minimum of 30.0% of our net income must be distributed as annual dividends and must be paid out within 60 days following the annual general shareholders' meeting. However, Brazilian corporate law (Brazilian Law No. 6,404/76) permits us to suspend payment of the mandatory dividends if our Board of Directors reports, at the shareholders' meeting, that the distribution would be incompatible with our financial condition, and our shareholders approve the suspension by a simple majority vote. Under the Brazilian Corporate Law, the Board of Directors shall file a report with the CVM, justifying the suspension, within five days after the annual general shareholders' meeting. The income not distributed as dividends due to suspension must be allocated to a special reserve. If it is not absorbed by subsequent losses, the amount in the reserve shall be paid as dividends as soon as our financial situation allows us to.

Preferred shareholders are entitled to receive dividends per share in an amount 10.0% greater than the dividends per share paid to common shareholders.

Our Board of Executive Officers, subject to approval by the Board of Directors, may distribute dividends based on the profits reported in interim financial statements. The amount of distributed interim dividends shall not exceed the amount of the additional paid-in capital. Our Board of Executive Officers bases the amount of the interim dividends to be distributed on previously accumulated profits or retained earnings.

Since 1970, we have been distributing interim dividends on a monthly basis. Today we maintain an automatic system for the monthly payment of interest on equity.

Consistent with Brazilian law, our Bylaws allow 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."

172 Form 20-F – December 2016

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	9.A. Offer and Listing Details
	Form 20-F

	in R$		Average monthly trading volume ⁽¹⁾
	Price per Preferred share⁽¹⁾		Average monthly trading volume ⁽¹⁾
	High	Low	Shares (in units)
2010	19.51	13.29	135,416,974
2011	18.26	13.62	172,197,556
2012	20.93	14.81	187,938,519
2013	22.37	16.26	210,434,074
2014	27.76	16.22	230,938,059
2015
1st Quarter	26.42	22.36	212,382,757
2nd Quarter	26.73	22.11	188,122,477
3rd Quarter	24.15	17.16	262,541,583
4th Quarter	20.40	16.45	309,054,167
2016
1st Quarter	24.97	14.65	359,927,663
2nd Quarter	26.55	21.23	239,659,093
3rd Quarter	29.40	24.03	209,451,400
4th Quarter	33.15	26.37	221,376,233
2017
January	33.09	28.45	167,985,400
February	34.51	30.69	191,613,200
March	33.98	30.81	194,665,300
⁽¹⁾ Prices and amounts adjusted by income and other corporate events.
Source: Economatica.

	in R$		Average monthly trading volume ⁽¹⁾
	Price per Common share ⁽¹⁾		Average monthly trading volume ⁽¹⁾
	High	Low	Shares (in units)
2010	15.49	10.83	19,157,424
2011	15.60	11.67	25,355,320
2012	20.81	12.84	33,165,386
2013	24.35	18.38	44,049,881
2014	27.71	17.90	33,328,130
2015
1st Quarter	26.57	22.48	26,116,017
2nd Quarter	26.74	21.28	29,535,770
3rd Quarter	24.08	19.03	43,339,303
4th Quarter	22.93	17.80	45,320,037
2016
1st Quarter	27.91	15.55	42,910,963
2nd Quarter	28.87	22.96	29,899,290
3rd Quarter	29.50	25.54	28,549,533
4th Quarter	31.51	26.12	30,332,367
2017
Janury	32.98	28.59	27,928,700
February	34.14	30.38	27,021,900
March	32.91	30.70	40,852,200
⁽¹⁾ Prices and amounts adjusted by income and other corporate events.
Source: Economatica.

174 Form 20-F – December 2016

Table of Contents


9.A. Offer and Listing Details
Form 20-F

The following table shows, for the indicated periods, the reported high and low closing sale prices in U.S. dollars for the preferred share ADSs on the NYSE:

	in U$$		Average monthly trading volume ⁽¹⁾
	Price per preferred share ADS ⁽¹⁾		Average monthly trading volume ⁽¹⁾
	High	Low	Preferred share ADS (in units)
2010	11.85	7.19	310,224,589
2011	11.51	7.61	312,539,638
2012	10.64	7.36	265,249,616
2013	11.29	7.23	214,149,334
2014	12.40	6.66	244,415,971
2015
1st Quarter	9.62	6.89	245,677,329
2nd Quarter	9.09	7.13	213,831,422
3rd Quarter	7.74	4.13	311,464,462
4th Quarter	5.38	4.06	414,925,431
2016
1st Quarter	6.88	3.47	365,813,203
2nd Quarter	7.68	5.82	293,642,994
3rd Quarter	9.13	7.19	232,554,527
4th Quarter	10.36	7.76	279,152,600
2017
January	10.47	8.95	202,513,968
February	11.24	9.87	190,036,707
March	10.86	9.84	232,589,577
⁽¹⁾ Prices and amounts adjusted by income and other corporate events.
Source: Economatica.

Our common share ADSs have been traded on the NYSE since March 2012. The following table shows, for the indicated periods, the reported high and low closing sale prices in U.S. dollars for the common share ADSs on the NYSE:

	in U$$		Average monthly trading volume ⁽¹⁾
	Price per common share ADS ⁽¹⁾		Average monthly trading volume ⁽¹⁾
	High	Low	Common share ADS (in units)
2012	10.09	6.53	61,152
2013	12.28	7.39	78,516
2014	12.30	7.62	54,314
2015
1st Quarter	9.70	6.01	69,381
2nd Quarter	9.48	6.64	60,850
3rd Quarter	7.71	4.60	99,280
4th Quarter	6.93	4.18	98,494
2016
1st Quarter	7.79	3.61	105,162
2nd Quarter	8.33	6.21	68,598
3rd Quarter	9.23	7.06	87,206
4th Quarter	10.03	7.52	56,722
2017
January	10.52	9.03	65,425
February	10.99	9.69	14,025
March	10.60	9.40	228,301
⁽¹⁾ Prices and amounts adjusted by income and other corporate events.
Source: Economatica.

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

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	9.C. Markets
	Form 20-F

Our preferred share ADSs and common share ADSs are represented by preferred share ADRs and common share ADRs. 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

· 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 the preferred share ADSs and common share ADSs.

9.B. Plan of Distribution

Not applicable.

9.C. Markets

Trading on the B3

B3 is a publicly traded corporation. Beginning in April 2000, the Brazilian stock exchanges were reorganized through the execution of protocols of intention by the Brazilian stock exchanges. Until April 2004, all shares underlying securities were traded only on the B3, with the exception of privatization auctions, which occurred on the Rio de Janeiro Stock Exchange. In May 2004, the Rio de Janeiro Stock Exchange reopened for the trading of certain Brazilian government securities.

If you were to trade in our shares on the B3, your trade would settle in three business days after the trade date. The seller is ordinarily required to deliver the shares to the exchange on the third business day following the trade date. Delivery of and payment for shares are made through the facilities of the Central Depository of B3.

The B3 is less liquid than the NYSE or other major exchanges in the world. As of December 31, 2016, the aggregate market capitalization of the 349 companies listed on the B3, was equivalent to US$758.8 billion and the 10 largest companies listed on the B3 represented 54.8% of the total market capitalization. Although any of the outstanding shares of a listed company may trade on a Brazilian stock exchange, in most cases fewer than half of the listed shares are actually available for trading by the public, the remainder being held by a small group of controlling persons, by governmental entities or by one principal shareholder. As of December 31, 2016, we accounted for 6.5% of the market capitalization of all listed companies on the B3.

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9.C. Markets
Form 20-F

Trading on Brazilian stock exchanges by a holder not deemed to be domiciled in Brazil for Brazilian tax and regulatory purposes (a "non-Brazilian holder") is subject to certain limitations under Brazilian foreign investment legislation. With limited exceptions, non-Brazilian holders may only trade on Brazilian stock exchanges in accordance with the CMN requirements. Investments made by foreigners on stock exchanges were traditionally regulated by Resolution No. 2,689/00, which required that securities held by non-Brazilian holders were maintained in the custody of or in deposit accounts with financial institutions duly authorized by the Central Bank and the CVM. In addition, Resolution No. 2,689/00 required non-Brazilian holders to restrict their securities trading to transactions on Brazilian stock exchanges or qualified over-the-counter markets. With limited exceptions, according to Resolution No. 2,689/00, non-Brazilian holders should not transfer to other non-Brazilian holders the ownership of investments.

In September 2014, the CMN issued Resolution No. 4,373/14, amending and improving the provisions for (i) foreign investments through a depositary receipt mechanism; and (ii) investments made by non-resident investors in the financial and capital markets in Brazil. The main changes were: (a) increasing the number of instruments that may be issued through depositary receipts; (b) making it possible for non-resident investors to invest in financial and capital markets without having previously entered into foreign exchange operations; (c) clarifying the criteria for simultaneous foreign exchange operations; and (d) increasing the responsibility of the non-resident investor’s representative. CMN Resolution No. 4,373/14 became effective in March 2015.

See "Item 10.D. Exchange Controls" for further information about CMN Resolution No. 4,373/14, and "Item 10.E. Taxation – Brazilian tax considerations – Taxation of gains" for a description of certain tax benefits extended to non-Brazilian holders who qualify under CMN Resolution No. 4,373/14.

Corporate governance practices of B3

In 2000, B3 introduced three special listing segments known as “Levels 1 and 2 of Differentiated Corporate Governance Practices and Novo Mercado" with the purpose of stimulating the secondary market of securities issued by Brazilian companies listed on B3, encouraging these companies to follow good corporate governance practices. B3 subsequently introduced two new segments called "Bovespa Mais” and “Bovespa Mais Nível 2,” specifically for small- and medium-scale companies. The listing segments were designed for the trading of shares issued by companies that voluntarily commit themselves to follow corporate governance practices and disclosure requirements beyond those required by Brazilian legislation. These rules generally increase shareholders' rights and increase the quality of the information made available to shareholders. Newly amended rules for Levels 1 and 2 of Differentiated Corporate Governance Practices came into effect in May 2011.

To become a "Level 1" company, the issuer must agree to the following requirements, in addition to those imposed by applicable law: (i) ensure that the shares that represent at least 25.0% of its total capital are actually available for trading; (ii) adopt offering procedures that favor the widespread ownership of the shares whenever a public offer is made; (iii) comply with minimum standards for quarterly disclosure; (iv) follow stricter disclosure policies for transactions done by its controlling shareholders, members of its Board of Directors and executives that involve securities issued by the issuer; (v) submit any existing shareholders' agreement and stock option plans to B3; and (vi) prepare a schedule of corporate events and make it available to the shareholders.

To become a "Level 2" company, the issuer must agree to the following requirements, in addition to those imposed by applicable law: (i) comply with all Level 1 listing requirements; (ii) grant tag-along rights to all shareholders in case the company's control is transferred, offering to common shareholders the same price paid per share for the controlling block of common and preferred shares; (iii) give holders of preferred shares voting rights for decisions on certain corporate restructurings and related-party transactions, such as: (a) conversions, acquisitions, mergers or splits; (b) approval of any transactions between the company and its controlling shareholder, if such decisions are within the competence of the general meeting; (c) valuation of assets to be used for payment of a share capital increase; (d) selecting an institution or specialized company to determine the economic value of the company; and (e) any alterations to these voting rights that will prevail as long as the agreement to adhere to the B3's Level 2 segment is in force; (iv) the Board of Directors made up of at least five members of which at least a minimum of 20.0% shall be independent members with a term of office limited to two years, and re-election is permitted; (v) prepare financial statements in English, including the statement of cash flows, according to international accounting standards such as U.S. GAAP or IFRS; (vi) effect a tender offer by the company's controlling shareholder (the minimum price of the shares to be offered shall be determined by an assessment process), if the controlling shareholder decides on the delisting from the "Level 2" segment; and (vii) exclusively adopt the B3 "Arbitration Board" rules for resolving any conflicts between the company and its investors.

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10.B. Memorandum and Articles of Association
Form 20-F

· at least 30.0% of net income according to BR GAAP (adjusted by the deductions under the preceding items) for mandatory distribution to our shareholders; and

· any balance to revenue reserves for the maintenance of an operational margin that is compatible with the conduct of our lending business, up to a limit of 95.0% of our paid-in capital.

Our Bylaws also authorize our shareholders to allocate an amount to a reserve for realizable revenue. Historically, our shareholders have not allocated amounts to such reserve.

The minimum of 30.0% of our adjusted net income according to BR GAAP must be distributed as annual dividends and paid out within 60 days of the general shareholders’ meeting in which the distribution is approved. However, Brazilian Corporate law permits us to suspend payment of the mandatory distribution if our Board of Directors reports to the shareholders’ meeting that the distribution would be incompatible with our financial condition, event in which the suspension is subject to approval by the shareholders' meeting. Under Brazilian Corporate law, the Fiscal Council shall prepare a report on this matter and the Board of Directors is obligated to present a justification for the suspension with the CVM within five days of the shareholders’ meeting. The income not distributed due to the suspension must be allocated to a special reserve. If not absorbed by subsequent losses, the amounts in the reserve shall be paid as dividends as soon as our financial situation permits.

Preferred shareholders are entitled to receive dividends per share in an amount 10.0% greater than the dividends per share paid to the common shareholders.

Under Brazilian law, we must prepare financial statements according to BR GAAP on a quarterly and on an annual basis and according to IFRS on an annual basis. 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.

In March 2013, the Central Bank issued several rules related to the implementation of the Basel III Accord requirements in Brazilian banks. Pursuant to Resolution No. 4,193/13, the Central Bank now has the power to intervene in a financial institution in breach of the additional capital requirements to limit the distribution of dividends and payment of extraordinary amounts to the institution’s officers and directors. Such restriction could be applied proportionally to the difference between the required additional capital and the actual additional capital, as follows: (i) if the actual capital is less than 25.0% of the required capital, restriction of up to 100% on distributions; (ii) if the actual capital is 25.0% or higher and below 50.0% of the required capital, restriction of up to 80.0% on distributions; (iii) if the actual capital is 50.0% or higher and below 75.0% of the required capital, restriction of up to 60.0% on distributions; and (iv) if the actual capital is 75.0% or higher and below 100% of the required capital, restriction of up to 40.0% on distributions. We are currently in compliance with all capital requirements.

Shareholders’ meetings

Our shareholders have the power to decide any matters related to our corporate purpose and to approve any resolutions they deem necessary for our protection and development, through voting at a general shareholders' meeting.

As from the Annual General Meeting of 2013, shareholders resolved that our meetings shall be convened by the publication of call notices in the Diário Oficial do Estado de São Paulo (Official Gazette of the State of São Paulo) and the Valor Econômico newspaper, all in the State of São Paulo. The notice must be published three times, beginning at least 30 calendar days prior to the scheduled meeting date. The notice must contain the meeting´s agenda and, in the case of a proposed amendment to our Bylaws, an indication of the subject matter.

The Board of Directors, or, in some specific situations set forth in the Brazilian Corporate Law, the shareholders, may call our general shareholders' meetings. A shareholder may be represented at a general meeting by an attorney-in-fact so long as the attorney-in-fact was appointed within less than a year of the meeting. The attorney-in-fact must be a shareholder, a member of our Management, a lawyer or a financial institution and for investment funds, the fund manager is responsible for representing quota holders. Shareholders that are legal entities may also be represented by their own legal representatives. The power of attorney given the attorney-in-fact must comply with certain formalities set forth by Brazilian law.

In order for a general shareholders’ meeting to validly take any action, shareholders representing at least one quarter of our issued and outstanding common shares must be present at the meeting. However, in the case of a general meeting to amend our Bylaws, shareholders representing at least two-thirds of our issued and outstanding common shares must be present. If no such quorum is verified, the Board of Directors may call a second meeting by notice given at least eight calendar days prior to the scheduled meeting and otherwise in accordance with the rules of publication described above. The quorum requirements will not apply to a second general meeting, subject to the quorum requirements applicable to the first one.

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10.B. Memorandum and Articles of Association
Form 20-F

· amend our Bylaws, including changes to the rights of the holders of the common shares;

· elect or dismiss members of our Board of Directors;

· receive the yearly accounts prepared by our Management and accept or reject management's financial statements, including the allocation of net profits for payment of the mandatory dividend and allocation to the various reserve accounts;

· suspend the rights of a shareholder who has not fulfilled the obligations imposed by law or by our Bylaws;

· accept or reject the valuation of assets contributed by a shareholder in consideration for issuance of capital stock; and

· approve corporate restructurings, such as takeovers, mergers and spin-offs; dissolve or liquidate, elect or dismiss our liquidators or examine their accounts.

Preemptive rights

Each of our shareholders has a general preemptive right to subscribe for shares or convertible securities in any capital increase in proportion to its holding. Shareholders must be granted at least a 30‑day period following the publication of notice of the issuance of shares or convertible securities to exercise their preemptive rights.

As described under "Regulations of and Restrictions on Foreign Investors," under the Brazilian Constitution the increase of foreign investors' participation in the voting capital (common shares) of financial institutions is subject to prior authorization by the government. However, foreign investors without specific authorization may acquire publicly traded non-voting shares of Brazilian financial institutions or depositary receipts representing non-voting shares offered abroad. In January 2012, the Central Bank authorized us to create an ADR program for our common shares in the U.S. market. As part of this authorization, and after the government had affirmed it as being in its own interest, the Central Bank increased the limit of foreign interest in our capital stock from 14.0% to 30.0%.

In the event of a capital increase maintaining the existing proportion between common and preferred shares, each shareholder shall have the right to subscribe to newly issued shares of the same class it currently holds. If the capital increase changes the proportion between common and preferred shares, shareholders shall have the right to subscribe newly issued shares of the same class it currently holds, only extending to shares of a different class so as to maintain the same proportion in the capital stock as held prior to such increase. In any case, all new increases are subject to the foreign interest limit set forth by the Central Bank, which means that holders of common shares could be prevented from exercising their preemptive rights in relation to newly issued common shares if the 30.0% limit is reached. Under Brazilian Corporate Law, shareholders are permitted to transfer or sell their preemptive rights.

You may not be able to exercise the preemptive rights relating to the shares underlying your ADSs unless a registration statement under the Securities Act of 1933 is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. The contractual arrangements governing the ADSs provide that the custodian of the shares underlying the ADSs may, if possible, transfer or dispose of the preemptive rights. Such contractual arrangements related to the ADSs, provide for the custodian to remit the consideration received to the depositary bank that holds the ADSs. Its distribution by the depositary bank to holders of preferred or common share ADSs is net of any fees due to the custodian and the depositary bank. For more details see "Item 3.D. Risk Factors – Risks relating to our shares, preferred share ADSs and common share ADSs.”

Right of withdrawal

Brazilian Law provides that under certain circumstances a shareholder has the right to withdraw his or her equity interest from a company and to receive a payment for the portion of equity attributable to his or her equity interest.

This right of withdrawal may be exercised:

· by the dissenting or non-voting holders of the adversely affected class of shares (including any holder of preferred shares) in the event that a Shareholders' Meeting resolves to:

· create preferred shares or increase an existing class of preferred shares relative to the other class or classes of preferred shares;

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	10.B. Memorandum and Articles of Association
	Form 20-F

· modify a preference, privilege or condition of redemption or amortization conferred on one or more classes of preferred shares;

· create a new class of preferred shares with greater privileges than the existing class of preferred shares; or

· by the dissenting or non-voting shareholders (including any holder of preferred shares) in the event that a general shareholders' meeting resolves to:

· reduce the mandatory distribution of dividends;

· change our corporate purpose;

· transfer all of our shares to another company, making us a wholly owned subsidiary of such company, known as an "incorporação de ações;" or

· by the dissenting or non-voting holder of common shares, in the event that a Shareholders' Meeting resolves to:

· acquire control of another company at a price exceeding certain limits set forth in Brazilian Law;

· merge or consolidate a company, provided 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 30 days after publication of the minutes of the shareholders’ meeting at which the action is taken, except when the resolution is subject to confirmation by the preferred shareholders (which must be made at a special meeting to be held within one year). In that case the 30-day term is counted from the date the minutes of the special meeting are published. We would be entitled to reconsider any action giving rise to redemption rights within ten days following the maturity of such rights if the redemption of shares of dissenting shareholders would jeopardize our financial stability.

In all the situations described above, our shares would be redeemable at their book value, determined on the basis of the last balance sheet approved by our shareholders. If the shareholders’ meeting giving rise to withdrawal rights occurs 60 days after the date of the last approved balance sheet, a shareholder may demand that its shares be valued on the basis of a new balance sheet of a date within 60 days preceding such shareholders’ meeting.

Liquidation

In the event of our liquidation, our preferred shareholders would be entitled to priority over common shareholders in the return of capital. The amount to which they would be entitled is based on the portion of the Capital Stock represented by the preferred shares, adjusted from time to time to reflect any capital increases or reductions. After all our creditors had been paid, our residual assets would be used to return the amount of capital represented by the preferred shares to the preferred shareholders. Once the preferred shareholders had been fully reimbursed, the common shareholders would be reimbursed on the portion of the Capital Stock represented by the common shares. All our shareholders would participate equally and ratably in any remaining residual assets.

Redemption

Our Bylaws provide that our shares are not redeemable. However, Brazilian Law authorizes us to redeem minority shareholders' shares if, after a public tender offer for our delisting, our controlling shareholder increases to more than 95.0% its participation in our total capital stock.

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	10.B. Memorandum and Articles of Association
	Form 20-F

· the approval, change or abandonment of a project or delay in its implementation;

· extend, in the event our executive officer in charge of investor relations does not make required disclosure, the responsibility to make the required disclosure to our controlling shareholders, our Management, the members of our Fiscal Council and to any member of a technical or consulting body created by our Bylaws;

· extend confidentiality obligations related to undisclosed information to, in addition to our Management and controlling shareholders, the members of any technical or consulting bodies created by our Bylaws and our employees in charge of the issues considered relevant matters;

· disclose the information contained in material facts in all markets where our securities are traded;

· disclose any intention to delist the company within the period of one year if we acquire a controlling participation in a company that has its securities traded on a market;

· fulfill disclosure requirements related to the acquisition and sale of relevant shareholder participations, or the acquisition and sale of our securities by our managing shareholders, members of our Fiscal Council or any member of a technical or consulting body created by our Bylaws; and

· before a material fact is publicly disclosed, prohibit the trading of our securities by our direct and indirect controlling shareholders, officers, members of our Board of Directors, fiscal council and any technical or advisory committees or whomever by virtue of their position has knowledge of information related to the material fact.

In February 2014, the CVM provided publicly-held companies with the option of disclosing material facts by way of a news portal on the internet, in addition to the disclosure carried out through large circulation newspapers (as previously made).

Under CVM rules, we are also required to disclose a series of additional details to the market if a general meeting is called to decide on an absorption, merger, or split.

Disclosure of periodic information

In December 2009, the CVM issued Instruction No. 480/09 that addresses, among other topics, the issuance of securities and periodic disclosure of information by companies that have their securities traded on the Brazilian market. As a result of this rule, Brazilian issuers must file a “Reference Form” with the CVM every year, a document similar to a “Form 20-F,” providing several detailed aspects of the company's operations and administration. Furthermore, the rules related to financial statements and information disclosure were improved and the management's responsibility for the information provided was increased. As a result, the quantity and quality of information provided to the Brazilian market and to CVM has increased considerably, reinforcing the transparency of our activities for the local investor. In addition, new issuances for companies already listed were made easier. Instruction No. 480/09 is periodically changed by CVM.

Disclosure of operating information to the public

CMN rules determine that financial institutions should establish a formal policy approved by its board of directors or, in its absence, by its board of executive officers, for disclosure of information referring to risk management, determination of amount of risk-weighted assets and adequacy of RC. In October 2013, pursuant to Circular No. 3,678/13, the Central Bank established the current standards on disclosure of this information to the public.

Regulations and restrictions on non-Brazilian holders

The Brazilian Constitution bars any increase in foreign interest in the share capital of financial institutions headquartered in Brazil. However, because we are a publicly-traded financial institution, non-Brazilian holders of our preferred shares benefit from an exception to this provision. Accordingly, foreign holders face no legal restrictions on the ownership of our preferred shares or of preferred share ADSs, and are entitled to all the rights and preferences of such preferred shares. Furthermore, in accordance with the Central Bank authorization for the ADR program for common shares in the U.S. market, foreigners can hold up to 30.0% of our total common shares.

The ability to convert dividend payments and proceeds from the sale of our shares or preemptive rights into foreign currency and to remit such amounts abroad from Brazil is subject to restrictions under foreign investment legislation which generally requires, among other things, that the relevant investment be registered with the Central Bank. Nonetheless, any non-Brazilian holder who registers with the CVM in accordance with CMN Resolution No. 4,373/14 may buy and sell securities on Brazilian stock exchanges without obtaining a separate certificate of registration for each transaction. These rules are applicable both to common and preferred shares.

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	10.D. Exchange controls
	Form 20-F

B3´S differentiated corporate governance practices

In 2001, we voluntarily adhered to B3´S Level 1 Corporate Governance which establishes special requirements for the Company’s listing and rules for its directors and shareholders, including its controlling shareholders. Companies listed on Level 1 must adopt practices favoring transparency and the disclosure, in addition to legal requirements, of more comprehensive financial reporting data, details of trading by directors, officers and controlling shareholders and related party transactions, among others – in all cases focusing on providing access to information for shareholders, investors and other stakeholders. Note that companies listed in this segment must also maintain a minimum free float of 25.0%.

10.C. Material contracts

On July 31, 2015, we entered into a share purchase agreement with HSBC Latin America Holdings (UK) Limited ("HSBC"), pursuant to which the Bank agreed to acquire 100% of the share capital of HSBC Bank Brasil S.A. – Banco Múltiplo and HSBC Serviços e Participações Ltda. (together, "HSBC Brasil") for approximately US$5.2 billion. HSBC Brasil comprises all of HSBC's Brazilian operations including its retail, insurance, asset management, private banking and credit card businesses. The execution of the share purchase agreement was announced on August 3, 2015.

The acquisition was approved by our shareholders at an Extraordinary General Meeting held in December, 2015 and by all relevant regulatory bodies (SUSEP, the Cayman Islands Monetary Authority (CIMA), the Central Bank, and CADE), being completed in July 2016. For more information, see “Item 4.A History and Development of the Company – Recent acquisitions”.

10.D. Exchange controls

The Central Bank may place temporary restrictions on the remittance of foreign capital abroad, including payments of principal, interests or dividends, and on the repatriation of capital if there is a significant imbalance in Brazil's balance of payments, or one is expected. The last occurrence of restrictions on the remittance of foreign capital was in 1989, when for approximately six months in 1989 and early 1990, the government suspended all remittances abroad of dividends and invested capital. The Central Bank subsequently released these amounts for remittance abroad in accordance with specific guidelines. The government may take similar measures in the future.

Under Brazilian tax laws, non-Brazilian holders of securities enjoy favorable tax treatment if they are qualified in terms of CMN Resolution No. 4,373/14. To qualify under this Resolution, a non-Brazilian holder must:

· appoint a representative in Brazil with power to undertake acts relating to the investment;

· register as a foreign investor with the CVM; and

· register its investment with the Central Bank.

See "Item 10.E. Taxation – Brazilian tax considerations – Taxation of gains" for a description of tax benefits extended to non-Brazilian holders of securities who qualify under CMN Resolution No. 4,373/14.

Under CMN Resolution No. 4,373/14, securities held by non-Brazilian holders must be maintained under the custody of, or in deposit accounts held in, financial institutions duly authorized by the Central Bank and the CVM. In addition, securities trading are restricted under CMN Resolution No. 4,373/14 to transactions on Brazilian stock exchanges or qualified over-the-counter markets.

Registered non-Brazilian holders are allowed to invest in any type of investment available to Brazilian citizens in the financial and securities markets, with the exception that the Brazilian Constitution limits the ability of non-Brazilian holders to acquire capital of financial institutions, as mentioned above under "Regulation of and Restrictions on Non-Brazilian holders." Registration allows investors to remit foreign currency abroad when the funds are distributions on registered shares or proceeds from the disposition of such shares. The funds are converted into foreign currency at the forex market rate.

The registered capital for each share purchased in Brazil and deposited with the custodian is equal to its purchase price (informed in U.S. dollars). If ADS holder chooses to cancel ADSs in exchange for the underlying shares, the investment in the shares may be registered with the Central Bank. This registration is necessary for the holder to receive dividends or proceeds from the sale of the shares outside of Brazil.

When a holder of ADSs exchanges ADSs for the underlying shares, the holder is entitled to either:

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10.E. Taxation
Form 20-F

· sell the shares on the stock exchange and remit the proceeds abroad within five business days; or

· freely convert the investment in the underlying shares to either an investment under CMN Resolution No. 4,373/14 (subject to satisfaction of the legal requirements described above) or a direct foreign investment in Brazil (in accordance with applicable rules).

Holders that do not comply with the rules previously described may still register their investment, but the registration process will be subject to detailed procedures established by the Central Bank. Holders that do not comply with these rules may also be subject to monetary penalties.

10.E. Taxation

The following summary contains a description of the principal Brazilian and U.S. federal income tax consequences of the acquisition, ownership and disposition of our shares and ADSs. However, it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase our shares and/or ADSs. Accordingly, prospective purchasers of our shares or ADSs should consult their own tax advisors as to the tax consequences of the acquisition, ownership and disposition of our shares and/or ADSs.

This summary is based upon the tax laws of Brazil and the United States in effect on the date hereof, which are subject to change.

Currently, there is no income tax treaty for double taxation between Brazil and the United States. However, due to the reciprocity of treatment in the United States, the Brazilian tax authority assures to residents in Brazil the right to deduct, from the income tax due, the amount of tax levied on income that has already been paid in the United States. Although the tax authorities of the two countries have had discussions that may culminate in such a treaty, no assurance can be provided regarding the possibility of a treaty of this kind or how it will affect the U.S. holders of our shares or ADSs. Accordingly, prospective holders of our shares or ADSs should consult their own tax advisors as to the tax consequences of the acquisition, ownership and disposition of shares or ADSs in their particular circumstances.

Brazilian tax considerations

The following discussion summarizes the principal Brazilian tax consequences of the acquisition, ownership and disposition of our shares or ADSs by a holder not residing in Brazil.

Taxation of dividends

Dividends paid to the holders of ADSs or to foreign holders related to our shares are not subject to Brazilian withholding income tax, provided that these dividends are paid from the profits generated as of January 1, 1996. Dividends paid from profits before January 1, 1996 may be withheld at the variable rates, according to the legislation applicable at the time.

In this context, Law No. 11,638/07 significantly changed the Brazilian Corporate Law, with the objective of more closely aligning BR GAAP with IFRS. The changes promoted by Law No. 11,638/07 produced effects already predicting that the new accounting rules could conflict with the provisions of the tax law, Law No. 11,941/09, the Transition Tax System ("RTT") was instituted. In general, under the implementation of the RTT, the changes promoted by the IFRS to modify the criterion of recognition of revenues, costs and expenses, would have no tax effects.

In this sense, profits recorded in line with the rules laid down by Law No. 11,638/07 ("IFRS Profits") may be different for profits calculated following the accounting methods and criteria in force on December 31, 2007 ("2007 Profits").

Although market practice is for the distribution of dividends calculated using the IFRS Profits to be exempt from taxes, the Brazilian tax authorities, through Normative Instruction No. 1,397/13, understand that companies should consider the 2007 Profits as the basis for determining the amount of profit exempt from taxes that could be distributed to the beneficiaries.

Surplus paid on 2007 Profits ("Surplus Dividends") should, in the opinion of the tax authorities and in the specific case of non-resident beneficiaries in Brazil, be subject to taxation as follows: (i) Withholding Income Tax at Source ("IRRF") at a rate of 15.0% in the case of non-resident beneficiaries in Brazil, but which were not domiciled in a tax haven; or (ii) IRRF at a rate of 25.0% in the case of non-residents in Brazil, domiciled in the tax haven.

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	10.E. Taxation
	Form 20-F

As way to mitigate that issue, Law No. 12,973/14, in addition to revoking the RTT, made significant changes to federal tax law, including with relation to Excess Dividends. Following the changes introduced by Law No. 12,973/14, it was confirmed that Excess Dividends would be exempt with respect to profits made between 2008 and 2013. After 2015, this discussion is no longer relevant, as the differences relating to the previous accounting treatment have become irrelevant. Potential discussions remain, however, with regard to dividends paid from profits ascertained in the calendar year 2014, unless the company has voluntarily opted for the application of the provisions laid down in Law No. 12,973/14 since January 1, 2014.

Taxation of gains

In accordance with Law No. 10,833/03, the gains earned as a result of the divestiture of assets located in Brazil with a foreign holder abroad are subject to taxation in Brazil, regardless of the fact that the divestiture is performed to another non-resident or to a resident in Brazil.

In this sense, in the case of divestiture of our shares, which are regarded as Brazilian assets, the foreign holder shall be subject to the income tax on the capital gain ascertained in accordance with the rules described in the following paragraphs, regardless of the operation being, or not, carried out in Brazil or abroad, or with a resident or non-resident in Brazil.

In relation to the ADSs, despite the theme not being pacified in Brazil, it is possible to argue that gains recorded by a foreign holder in the divestiture of these assets to another non-resident, should not be subject to taxation in Brazil. Such arguments would be based on the understanding that the ADSs do not represent Brazilian assets for purposes of the application of Law No. 10,833/03, because they represent securities issued and traded on stock exchanges abroad.

It is important to emphasize that, for purposes of the Brazilian legislation, the rules applicable to gains earned as a result of the divestiture of shares or ADSs may vary according to the domicile of the foreign holder, in accordance with the form through which he has recorded his investment before the Central Bank and/or in accordance with the way that the divestiture is structured and performed.

The deposit of our shares in exchange for ADSs may necessitate taxation by income tax at a rate of 15.0% or 25.0%, in the event of any capital gain ascertained by a foreign holder located in a tax haven, if the cost of acquisition of our shares is less than: (i) the average price per share, quoted on the Brazilian stock exchange in which the highest number of these shares has been sold on the day of deposit; or (ii) if no share is sold on that day, the average price quoted on the Brazilian stock exchange in which the highest number of shares has been sold in the last 15 trading sessions immediately prior to the deposit. In this case, the difference between the average price of our shares, as calculated above, and the corresponding acquisition cost, can be considered as capital gain. In certain circumstances, there may be arguments to sustain that such taxation is not applicable to foreign holders registered under the terms of CMN Resolution No. 4,373/14 ("Investor 4,373") who are not resident in the tax haven. The withdrawal of ADSs in exchange for shares, should not, in principle, be understood as an operation liable to result in capital gain subject to income tax, provided that the regulatory rules in relation to the registration of the investment before the Central Bank are appropriately observed.

The gains earned in the divestiture of shares on the Brazilian stock exchange (that include the transactions carried out in the OTC market) are:

· exempt from income tax when earned by a foreign holder that: (i) is an Investor 4,373; and (ii) is not resident in a location considered as a tax haven; or

· subject to income tax at a rate of 15.0% in the case of the gains earned by a foreign investor that: is not an Investor 4,373 and is not resident or domiciled in a location considered as a tax haven; or is an Investor 4,373 resident or domiciled in a location considered as a tax haven; or

· subject to a rate of 25% if the foreign investor is not an investor 4,373 resident or domiciled in a location considered as a tax haven.

In the case in which the non-resident investor is subject to the payment of the IR (Income Tax) on the capital gain earned with the sale on the stock exchange, the income tax withheld at source at the rate of 0.005%, on the value of the divestiture, will be applicable and may subsequently be compensated, with possible income tax on the capital gain.

Other gains earned in the divestiture of shares that are not carried out in Brazilian stock exchanges are subject to income tax at progressive rates that varies from 15.0% to 22.5% as detailed below, except for residents in locations considered as a tax haven, which, in this case, are subject to taxation by income tax at a rate of 25.0%. If the gains arising out of transactions carried out in the non-organized Brazilian over-the- counter market with mediation, the withholding of 0.005% on the value of the sale will be applicable and can be compensated with possible income tax due on the capital gain.

188 Form 20-F – December 2016

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10.E. Taxation
Form 20-F

In September, 2015, the government issued Provisional Measure No. 692/15, converted into Law No. 13,259/16, which introduced a regime based on the application of progressive tax rates for income tax on capital gains recognized by Brazilian individuals in the disposal of assets in general. In accordance with Law No. 13,259/16, in force as of January 1, 2017, the income tax rates on capital gains recognized by Brazilian individuals, which are also applicable to foreign investors, would be: (i) 15.0% for the part of the gain that does not exceed R$5 million, (ii) 17.5% for the part of the gain that exceeds R$5 million, but does not exceed R$10 million, (iii) 20.0% for the part of the gain that exceeds R$10 million but does not exceed R$30 million, and (iv) 22.5% for the part of the gain that exceeds R$30 million.

In the event of redemption of shares or reduction of capital by a Brazilian company, the positive difference between the amount actually received by the foreign holder and the acquisition cost of the shares redeemed will be considered as capital gain resulting from an operation not made on the stock exchange, therefore, it will be subject to taxation by income tax at progressive rates varying between 15.0% and 22.5%, except for residents of locations considered as JTF, which, in this case, are subject to taxation by income tax at a rate of 25.0%.

As a general rule, the regime of increased tax on capital gains should apply to transactions made outside the Brazilian stock exchange or organized over-the-counter market. Also, as a general rule, a foreign investor that is resident or domiciled in a location considered as a tax haven would be subject to income tax at a rate of 25.0%, as mentioned above. In addition, as a rule, gains recognized by a foreign investor in transactions made on the Brazilian stock exchange are not subject to increased taxation on capital gains, in accordance with Law No. 13,259/16.

As a general rule, the gains recorded as a result of the divestiture of shares or ADSs are equivalent to the positive difference between the sale value of the shares or ADSs and the respective costs.

The exercise of any preemptive right related to shares or ADSs will not be subject to taxation on income in accordance with the Brazilian legislation currently in force. Any gain on the sale or exercise of rights of preference related to shares or ADSs by a foreign holder will be subject to taxation in accordance with the same rules applied in the case of divestiture of those shares.

Interest on equity (“JCP”)

The Brazilian legislation allows a Brazilian company, instead of distributing dividends, to perform a distribution of interest on equity to its own shareholders, treating such values as deductible in calculating the actual profit and in the calculation base of the Social Contribution. For taxation purposes, the interest on equity is limited to the daily variation pro rata of the Long-term Interest Rate ("TJLP"), as the subsequent determinations of the Central Bank and may not exceed the value equivalent to:

· 50% of the net income (after deduction of the Social Contribution, however before considering the provision related to the Corporate Income Tax and the amount attributable to the shareholders as JCP) established in the period in which the payment is carried out; and

· 50% of accumulated profits and profit reserves established on the date of commencement of the period in which the payment is made.

Specifically in relation to the payment of JCP for non-resident shareholders, such consignments are subject to IRRF at a rate of 15.0%, or 25.0%, where the recipient of the income is domiciled in a tax haven.

The values paid as JCP are subject to deduction in the calculation of the IRPJ and CSLL, which taxes are due on the profit, observing the limits detailed above.

Tax haven

According to Law No. 9,430/96 and subsequent amendments, a tax haven is a country or location that (i) does not tax income; (ii) taxes income at an effective rate lower than 20.0% (or 17.0% in specific cases as detailed below); or (iii) imposes restrictions on the disclosure of the corporate structure of legal entities or their ownership.

The Brazilian tax authorities published NI No. 1,037/10, listing: (i) countries or jurisdictions considered as tax haven or whose internal legislation opposes confidentiality related to the corporate composition of legal entities or their ownership and; (ii) tax schemes considered as privileged, whose definition is brought by Law No.11,727/08.

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	10.E. Taxation
	Form 20-F

In December 2014, the Brazilian Federal Revenue Office ("RFB") published the Decree No. 488/14, reducing the tax haven concept to localities that tax income at a maximum rate of less than 17.0% for countries or regimes in line with international fiscal transparency standards as established by Brazilian tax authorities. However, note that Decree No. 488/14 is not applicable to foreign investors whose investments in Brazil are in agreement with CMN Resolution No. 4,373/14.

Despite our understanding that a better interpretation of the legislation currently in force, leads to the conclusion that the concept of the privileged tax scheme, mentioned above, would be applicable only for purposes of Brazilian rules of transfer and under capitalized pricing, we cannot ensure that further legislation, or even interpretations of the tax authorities determine the application of the concept of the privileged tax scheme, established in Law No. 11,727/08 will also apply to foreign holders in the payment of JCP.

This way, it is recommended that private tax advisors are consulted regarding the consequences of the rules laid down in Law No. 11,727/08, NI No. 1,037/10 and Decree No. 488/14, if the tax authorities determine the application of the concept of the privileged tax regime.

Tax on Foreign Exchange Transactions

In accordance with Decree No. 6,306/07, the conversion of foreign currency into Brazilian currency or vice-versa, shall be subject to tax on foreign exchange operations. The rate of the current tax on foreign exchange operations, applicable to most of the foreign exchange operations, is 0.38%. However, foreign exchange operations carried out for inflows of resources in Brazil by an Investor 4,373 are subject to tax on foreign exchange operations at a rate of 0%: (i) in the case of variable income operations carried out on the Brazilian stock exchange, as well as acquisitions of shares of publicly held Brazilian companies or subscription of shares related to capital contributions, provided that the issuing company has registered its shares to be traded on the stock exchange; and (ii) for the transfer of resources from Brazil, related to this type of investment, including payments of dividends and JCP and the repatriation of resources invested in the Brazilian market. Additionally, the tax on foreign exchange operations is currently charged at a rate of 0% on the cancellation of ADSs in the exchange for shares.

In any case, the tax rate on foreign exchange operations can be increased at any time by an act of the Federal Executive Branch, up to the percentage of 25.0%, in relation to the transactions that occurred after this possible amendment.

Tax on the transaction with securities

In accordance with Decree No. 6,306/07, the tax on the transaction with securities may be charged on all transactions involving securities, even though the transactions are conducted on Brazilian stock exchanges. The tax rate on transactions with securities applicable to transactions involving our shares is currently 0%. In particular, the tax on the transaction with securities is also of 0% due on the deposit of shares traded on Brazilian stock exchanges with the purpose of issuing certificates of deposit to be marketed abroad. The government can increase the tax rate on transactions with securities at any moment by up to 1.5% per day, but only with respect to future transactions.

Other federal Brazilian taxes

There are no federal Brazilian taxes on inheritance, gift or succession applicable to the ownership, transfer or disposition of preferred shares or ADSs by a foreign holder. Gift and inheritance taxes, however, can be levied by some states in Brazil on inheritances bestowed or gifts made by a foreign holder to individuals or entities residing or domiciled within such states in Brazil. There are no Brazilian taxes on stamps, issue, registration or similar by investors holding our shares or ADSs.

Registered capital

Amounts invested in securities by a holder not residing in Brazil who: (i) qualifies for benefits under CMN Resolution No. 4,373/14 and who registers with the CVM or (ii) holds ADSs and is represented by the depositary bank's registration, are eligible for registration with the Central Bank. In the case of ADSs, since the shareholder of record is the depositary bank, the depositary bank is responsible for obtaining the registration. The registration allows the remittance outside Brazil of foreign currency, converted at the Exchange Market rate, acquired with the proceeds of distributions on, or dispositions of, underlying shares.

U.S. federal income tax considerations

The statements regarding U.S. tax law set forth below are based on U.S. law as in force on the date of this annual report and changes to such law subsequent to the date of this annual report may affect the tax consequences described herein. This summary describes the principal tax consequences of the ownership and disposition of the shares and ADSs, but it does not purport to be a comprehensive description of all of the tax consequences that may be relevant to a decision to hold or dispose of the shares and ADSs. This summary applies only to purchasers of the shares and ADSs who will hold the shares and ADSs as capital assets and does not apply to special classes of holders such as dealers in securities or currencies, holders whose functional currency is not the U.S. dollar, holders of 10.0% or more of our shares (taking into account shares held directly, through depositary arrangements or through attribution), tax-exempt organizations, financial institutions, holders liable for the alternative minimum tax, securities traders who elect to account for their investment in the shares or ADSs on a mark-to-market basis, and persons holding the shares or ADSs in a hedging transaction or as part of a straddle or conversion transaction. Accordingly, each holder should consult such holder's own tax advisor concerning the overall tax consequences to it, including the consequences under laws other than U.S. federal income tax laws, of an investment in the shares or ADSs.

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10.E. Taxation
Form 20-F

In this discussion, references to a "U.S. holder" are to a holder of a share or ADS that: (i) is a citizen or resident of the United States; (ii) is a corporation organized under the laws of the United States of America or any state thereof; or (iii) is otherwise subject to U.S. federal income taxation on a net basis with respect to the shares and ADSs.

The shares will be treated as equity for U.S. federal income tax purposes. For purposes of the U.S. Internal Revenue Code of 1986, as amended, or the "Code," holders of ADSs generally will be treated as owners of the shares represented by such ADSs.

Taxation of distributions

A U.S. holder will recognize dividend income for U.S. federal income tax purposes in an amount equal to the amount of any cash and the value of any property distributed by us as a dividend to the extent that such distribution is paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, when such distribution is received by the custodian (or by the U.S. holder in the case of a holder of preferred shares). The amount of any distribution will include the amount of Brazilian tax withheld on the amount distributed, and the amount of a distribution paid 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 2016 taxable years. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for the 2017 taxable year. Our belief that we are not, and will not in the future be, a PFIC is based on certain Proposed Treasury Regulations dealing with non-U.S. banks. Such regulations are not final and are subject to modification, in which case our determination regarding PFIC status may be different.

Distributions out of earnings and profits with respect to the shares and ADSs generally will be treated as dividend income from sources outside of the United States and generally will be treated separately with other items of "passive" (or, in the case of certain U.S. holders, "financial services") income for the purposes of determining the credit for foreign income taxes allowed under the Code. Subject to certain limitations, Brazilian income tax withheld in connection with any distribution with respect to the shares or ADSs may be claimed as a credit against the U.S. federal income tax liability of a U.S. holder if such holder elects for that year to credit all foreign income taxes. Alternatively such Brazilian withholding tax may be taken as a deduction against taxable income. Foreign tax credits will not be allowed for withholding taxes imposed in respect of certain short-term or hedged positions in securities and may not be allowed in respect of arrangements in which a U.S. holder's expected economic profit is not substantial. U.S. holders should consult their own tax advisors concerning the implications of these rules in light of their particular circumstances.

191 Form 20-F – December 2016

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	ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	Form 20-F

Risk Factor	Market as of December 31, 2016	Scenarios
Risk Factor	Market as of December 31, 2016	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	3.25	3.28	4.06	4.87
1-year fixed rate in reais	11.54%	11.55%	14.42%	17.30%
Shocks were also applied to other risk factors and terms of the interest curves. It is important to note that, in the fourth quarter of 2016, the maximum deppreciation of the real against the U.S. dollar was 11.84% (from R$3.11 as of October, 25 2016 to R$3.47 as of December 1, 2016 per U.S. dollar), which is below the 25.0% and 50.0% shock scenarios.

The impacts of these scenarios on our positions would be as follows:

Trading and banking portfolios	On December 31, 2016	R$ in thousands
Risk Factors	Definition	Scenarios ⁽¹⁾
Risk Factors	Definition	1	2	3
Interest rate in reais	Exposure subject to the variation of fixed interest rates and interest rate coupon	(8,994)	(2,466,388)	(4,786,687)
Price Index	Exposure subject to the variation of price index coupon rates	(9,255)	(1,224,208)	(2,264,187)
Exchange coupon	Exposure subject to the variation of foreign exchange coupon rates	(455)	(49,446)	(93,726)
Foreign currency	Exposure subject to foreign exchange variation	(867)	(21,663)	(43,327)
Variable income	Exposure subject to the variation of share prices	(14,817)	(370,420)	(740,841)
Sovereigns/Eurobonds and Treasuries	Exposure subject to the variation of interest rates of securities traded abroad	(1,786)	(15,940)	(32,801)
Other	Exposure not eligible in the previous definitions	(1)	(28)	(55)
Total not correlated		(36,175)	(4,148,093)	(7,961,624)
Total correlated		(26,893)	(3,691,157)	(7,090,253)

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

Banking portfolio	On December 31, 2016	R$ in thousands
Risk Factors	Definition	Scenarios ⁽¹⁾
Risk Factors	Definition	1	2	3
Interest rate in reais	Exposure subject to the variation of fixed interest rates and interest rate coupon	(7,927)	(2,174,728)	(4,221,561)
Price index	Exposure subject to the variation of price index coupon rates	(9,262)	(1,225,404)	(2,266,704)
Exchange coupon	Exposure subject to the variation of foreign exchange coupon rates	(453)	(49,259)	(93,361)
Foreign currency	Exposure subject to foreign exchange variation	(767)	(19,168)	(38,336)
Variable income	Exposure subject to the variation share prices	(14,817)	(370,420)	(740,841)
Sovereigns/Eurobonds and Treasuries	Exposure subject to the variation of interest rates of securities traded abroad	(1,007)	(11,642)	(23,664)
Other	Exposure not eligible in the previous definitions	(1)	(28)	(56)
Total not correlated		(34,234)	(3,850,649)	(7,384,523)
Total correlated		(25,408)	(3,406,135)	(6,536,192)
⁽¹⁾ Amounts net of tax effects.

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

194 Form 20-F – December 2016

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Form 20-F

Trading Portfolio	On December 31, 2016	R$ in thousands
Risk Factors	Definition	Scenarios ⁽¹⁾
Risk Factors	Definition	1	2	3
Interest rate in reais	Exposure subject to the variation of fixed interest rates and interest rate coupon	(1,074)	(293,350)	(568,367)
Price index	Exposure subject to the variation of price index coupon rates	(26)	(3,723)	(7,174)
Exchange coupon	Exposure subject to the variation of foreign exchange coupon rates	(2)	(224)	(437)
Foreign currency	Exposure subject to foreign exchange variation	(106)	(2,649)	(5,297)
Variable income	Exposure subject to the variation share prices	-	-	-
Sovereigns/Eurobonds and Treasuries	Exposure subject to the variation of interest rates of securities traded abroad	(1,464)	(11,649)	(24,751)
Other	Exposure not eligible in the previous definitions	-	(19)	(39)
Total not correlated		(2,672)	(311,614)	(606,065)
Total correlated		(2,058)	(295,900)	(574,058)
⁽¹⁾ Amounts net of tax effects.

Value at Risk ("VaR")

The Trading portfolio's risk is measured using the Delta-Normal VaR methodology with a 99.0% confidence level, and the time horizon applied includes the number of days required to undo the existing exposures. Additionally, for the measurement of all risk factors of the options portfolio, the historic simulation models and Delta-Gama-Vega are applied, whichever is the most conservative of the two.

For the calculation of volatilities, correlations, and historic returns, a minimum window of 252 business days is adopted. The methodology applied and the existing statistical models are assessed on a permanent basis using backtesting techniques, which compare the VaR with holding periods of one day and hypothetical results, obtained with the same positions used in the VaR calculation, and effectively considering also the transactions of the day for which the VaR was estimated.

The main purpose is to monitor, validate and evaluate the VaR model's adherence and the number of breaks occurred should be in line with the number of breaks accepted by the statistical tests carried out for the required level of confidence (99.0%). Another purpose is to improve the models used by us, by way of analyses carried out for different VaR observation periods and confidence levels, both for Total VaR and by risk factors.

In 2016 the daily results, both hypothetical and effective point of view, exceeded the respective VaR with a confidence level of 99.0% by a factor of three and two, respectively. In accordance with the paper published by the Basel Committee on Banking Supervision (Supervisory Framework for the use “Backtesting” in Conjunction with the Internal Models Approach to Market Risk Capital Requirements of January 1996), any deviations would be classified as “either bad luck or the markets moved in a fashion unanticipated by the model,” that is, the volatility was significantly higher than expected and/or the correlations differed from those forecast by the model.

In 2016, VaR of the trading portfolio, at one-day horizon and net of tax effects, presented maximum and minimum values of R$36.8 million in the 3Q16 and R$9.4 million in the 1Q16, respectively.

	2016 - R$ in thousands
	1^st Quarter			At March 31
	Average	Minimum	Maximum	At March 31
Risk Factors
Reais (fixed and floating rate)	10,171	7,037	16,504	12,803
Foreign exchange coupon	1,416	635	4,102	924
Foreign currency	792	4	5,425	1,874
Variable income	7	-	272	-
Sovereign risk	3,868	2,603	6,779	3,947
Other	-	-	21	-
Total VaR	12,557	9,408	18,075	16,203

195 Form 20-F – December 2016

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	12.B. Warrants and Rights
	Form 20-F

	2016 - R$ in thousands
	2^nd Quarter			At June 30
	Average	Minimum	Maximum	At June 30
Risk Factors
Reais (fixed and floating rate)	17,803	11,634	30,095	30,095
Foreign exchange coupon	345	44	1,143	628
Foreign currency	1,387	219	3,867	1,668
Variable income	38	-	162	21
Sovereign risk	4,404	3,775	5,217	4,421
Other	239	-	863	497
Total VaR	20,844	14,253	33,836	33,836

	2016 - R$ in thousands
	3^rd Quarter			At September 30
	Average	Minimum	Maximum	At September 30
Risk Factors
Reais (fixed and floating rate)	21,843	13,173	33,265	14,530
Foreign exchange coupon	658	85	2,762	459
Foreign currency	2,829	1,099	4,345	2,811
Variable Income	40	-	173	173
Sovereign risk	3,310	2,069	4,569	2,069
Other	234	-	1,089	164
Total VaR	24,975	16,363	36,726	16,753

	2016 - R$ in thousands
	4^th Quarter			At December 31
	Average	Minimum	Maximum	At December 31
Risk Factors
Reais (fixed and floating rate)	18,144	10,426	29,278	20,572
Foreign exchange coupon	633	38	2,830	64
Foreign currency	1,866	45	7,708	224
Variable Income	79	-	530	-
Sovereign risk	3,335	1,855	6,464	3,230
Other	80	2	431	358
Total VaR	20,991	12,517	31,920	22,748

The following table shows trading portfolio VaR concentration in frequency terms in the year ended December 31, 2016:

Value at Risk (R$ in millions)	First Quarter	Second Quarter	Third Quarter	Fourth Quarter	% Events
Up to R$20	100.0%	53.8%	22.7%	46.2%	55.4%
Over R$20 up to R$30	0.0%	43.1%	54.5%	47.7%	36.5%
Over R$30	0.0%	3.1%	22.7%	6.2%	8.1%

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A. Debt Securities

Not applicable.

12.B. Warrants and Rights

Not applicable.

196 Form 20-F – December 2016

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ITEM 15. CONTROLS AND PROCEDURES
Form 20-F

12.C. Other Securities

Not applicable.

12.D. American Depositary Shares

The table below describes the services and the respective rates and fees that the direct or indirect holders of our ADRs (preferred and common) may be subject to pay to our depositary bank, The Bank of New York Mellon (“BNYM”).

RATES AND FEES	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.
US$0.05 (or less) for ADSs or common share ADSs.	· 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).
Depositary's expenses.	· Converting foreign currency into U.S. dollars.
Taxes and other governmental fees the depositary or the custodian must pay on any ADS or common share ADSs, or share backed by any ADS or common share ADSs, for example: taxes for transfer of shares, stamp tax or withholding taxes.	· As necessary.
Any costs incurred by the depositary or the agent for services provided relating to deposited bonds.	· As necessary.

From January 1 to December 31, 2016, we received from our depositary bank the amount of US$15.3 million, as reimbursement or payment made in our favor.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

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

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Financial responsibility, disclosure controls and procedures, and report on internal control over financial reporting.

(a) Disclosure controls and procedures

As of December 31, 2016, evaluations of the effectiveness of our disclosure controls and procedures (as defined in Articles 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 of the SEC) were carried out under the supervision of our Management, including our Chief Executive Officer and Chief Financial Officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, and it may not prevent or identify deficiencies. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon the evaluation referred to above, our Chief Executive Officer and Chief Financial Officer concluded, subject to the limitations noted above, that for the period covered by this annual report, our disclosure controls and procedures were adequate and effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act of the SEC is recorded, processed, summarized and disclosed within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

197 Form 20-F – December 2016

Table of Contents


16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Form 20-F

Year ended December 31,	R$ in thousands
Year ended December 31,	2016	2015
Audit fees	38,504	30,571
Audit-related fees	2,008	952
Other fees	3,213	1,410
Total fees	43,725	32,933

The fees for the years 2016 and 2015 correspond to those paid to our auditor for those years (KPMG Auditores Independentes).

Our independent accounting firm audits our annual financial statements in accordance with IFRS and BR GAAP, the annual financial statements of our investee companies, as well as the quarterly review of our interim financial statements.

Audit-related fees in the above table are the aggregate fees billed by the independent auditors for accounting attestation reports by our Management and the issue of comfort letters for placement of bonds abroad.

Other fees in the above table are fees billed by the independent auditors primarily related to agreed upon procedures, due diligence and reviews of, substantially, financial, fiscal and actuarial information.

Audit Committee pre-approval policies and procedures

The Audit Committee recommends to the Board of Directors for approval, the entity to be hired to provide us and our subsidiaries independent audit services, and their compensation, as well as its replacement. The engagement of an independent auditor for non-audit services is not subject to the Board of Directors. However, it must be previously reviewed by the Audit Committee in respect to compliance with independence rules. For more information regarding our Board of Directors and Audit Committee, see "Item 6.C. Board of Directors Practices."

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

Under the NYSE and the SEC listed-company audit committee rules effective July 31, 2006, we must comply with Exchange Act Rule 10A-3, which requires us to either establish an audit committee composed of members of the Board of Directors that meets specified requirements or designate and empower a Fiscal Council or similar body to perform the role of an audit committee based on the exemption in Exchange Act Rule 10A-3(c)(3).

Pursuant to Central Bank regulations, we have established a body denominated Audit Committee, which performs nearly all of the functions of an Audit Committee of a U.S. company. Of the three members of our Audit Committee, one member is also a member of our Board of Directors. Under Brazilian law, the function of hiring independent auditors is a power reserved for the Board of Directors. As a result, our Board of Directors acts as our Audit Committee, as specified in Section 3(a)(58) of the Exchange Act, for purposes of approving the engagement of our independent auditors for audit. Except in these respects, our Audit Committee is comparable to and performs the functions of an audit committee of the Board of Directors of a U.S. company. Since our Audit Committee is not a committee of our Board of Directors, but a separate body, as required under Brazilian law, we believe that our Audit Committee satisfies the requirements of Exchange Act Rule 10(a)(3). However, based on the exemption set forth in Exchange Act Rule 10A-3(c)(3) the Audit Committee is a separate body from our Board of Directors and in accordance with Central Bank regulations, we believe that our Audit Committee is able to act independently in performing the responsibilities of an Audit Committee under the Sarbanes-Oxley Act and to satisfy the other requirements of Exchange Act Rule 10A-3.

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

The purpose of the program of acquisition of shares to be held in treasury and to be subsequently disposed of or canceled, without capital reduction, is the application of funds available for investments from the "Earnings Reserve – Statutory Reserve" account. This program authorizes the acquisition of up to 15,000,000 nominative book-keeping shares, with no par value, whereby 7,500,000 are common shares and 7,500,000 are preferred shares; and it is effective from June 27, 2016 until June 26, 2017.

Acquisitions of preferred and common shares for treasury are in the tables below:

199 Form 20-F – December 2016

Table of Contents


	16.G. Corporate Governance
	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
01/04 to 01/29/16	-	-	-	3,501,400
02/01 to 02/29/16	-	-	-	3,501,400
03/01 to 03/31/16	-	-	-	3,501,400
04/01 to 04/29/16	-	-	-	3,501,400
05/02 to 05/31/16	-	-	-	3,501,400
06/01 to 06/30/16	-	-	-	7,500,000
07/01 to 07/29/16	-	-	-	7,500,000
08/03 to 08/31/16	-	-	-	7,500,000
09/01 to 09/30/16	-	-	-	7,500,000
10/03 to 10/31/16	-	-	-	7,500,000
11/01 to 11/30/16	-	-	-	7,500,000
12/01 to 12/30/16	-	-	-	7,500,000

Period	Total number of common shares acquired	Average price paid per common share	Total number of common shares acquired from published plans or programs	Maximum number of common shares that can still be acquired from plans or programs
01/04 to 01/29/16	489,200	19.35	489,200	6,819,200
02/01 to 02/29/16	-	-	-	6,819,200
03/01 to 03/31/16	-	-	-	6,819,200
04/01 to 04/29/16	-	-	-	6,819,200
05/02 to 05/31/16	-	-	-	6,819,200
06/01 to 06/30/16	-	-	-	7,500,000
07/01 to 07/29/16	-	-	-	7,500,000
08/03 to 08/31/16	-	-	-	7,500,000
09/01 to 09/30/16	-	-	-	7,500,000
10/03 to 10/31/16	-	-	-	7,500,000
11/01 to 11/30/16	-	-	-	7,500,000
12/01 to 12/30/16	-	-	-	7,500,000

16.F. Change in Registrant's Certifying Accountant

Not applicable.

16.G. Corporate Governance

In May 2006, our Board of Directors approved our Corporate Governance Policy. This policy is available on our website at www.bradesco.com.br/ri.

Comparison of our corporate governance practices with NYSE rules applicable to North American companies

Under the NYSE’s corporate governance rules approved by the SEC, foreign private issuers are subject to a more limited set of corporate governance requirements than U.S. domestic issuers. As a foreign private issuer, we must comply with three rules imposed by the NYSE:

· SEC requirements concerning audit committees;

· our CEO must promptly notify the SEC in writing as soon as an executive officer becomes aware of any non-compliance with any of the applicable NYSE corporate governance rules; and

· we must provide a brief description disclosing any significant ways in which our corporate governance practices differ from those followed by U.S. companies under NYSE listing standards.

The chart below provides a brief description of the significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards.

Article	NYSE corporate governance rules for US issuers	Our corporate governance 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 us to have independent directors.

200 Form 20-F – December 2016

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

Consolidated Statements of Income

	R$ thousand
	Note	Years ended December 31
	Note	2016	2015	2014
Interest and similar income		147,700,375	127,048,252	103,893,096
Interest and similar expenses		(91,037,386)	(71,412,210)	(53,847,329)
Net interest income	6	56,662,989	55,636,042	50,045,767
Fee and commission income		20,341,087	17,856,873	16,759,980
Fee and commission expenses		(36)	(36,203)	(20,724)
Net fee and commission income	7	20,341,051	17,820,670	16,739,256
Net gains/(losses) on financial instruments classified as held for trading	8	16,402,770	(8,252,055)	(1,933,003)
Net gains/(losses) on financial instruments classified as available for sale	9	(1,341,400)	(671,810)	(991,894)
Net gains/(losses) on foreign currency transactions	10	150,757	(3,523,095)	(1,244,680)
Net income from insurance and pension plans	11	4,155,763	5,497,505	5,411,845
Other operating income		19,367,890	(6,949,455)	1,242,268
Impairment of loans and advances	12	(15,350,278)	(14,721,152)	(10,291,386)
Personnel expenses	13	(17,003,783)	(14,058,047)	(13,667,639)
Other administrative expenses	14	(16,149,563)	(13,721,970)	(12,971,521)
Depreciation and amortization	15	(3,658,413)	(2,942,003)	(2,932,687)
Other operating income/(expenses)	16	(14,004,162)	(12,988,553)	(10,223,083)
Other operating expense		(66,166,199)	(58,431,725)	(50,086,316)
Income before income taxes and equity in the earnings (losses) of investments in associates and joint ventures		30,205,731	8,075,532	17,940,975
Equity in the earnings (losses) of investments in associates and joint ventures	27	1,699,725	1,528,051	1,389,816
Income before income taxes		31,905,456	9,603,583	19,330,791
Income tax and social contribution	17	(13,912,730)	8,634,322	(3,914,313)
Net income for the year		17,992,726	18,237,905	15,416,478

Attributable to shareholders:
Controlling shareholders		17,894,249	18,132,906	15,314,943
Non-controlling interest		98,477	104,999	101,535

Basic and diluted income per share based on the weighted average number of shares attributable to shareholders (expressed in R$ per share):
– Earnings per common share	18	3.08	3.12	2.63
– Earnings per preferred share	18	3.39	3.43	2.90

The Notes are an integral part of the Consolidated Financial Statements.

Bradesco F-5

Consolidated Financial Statements prepared in accordance with International Financial ReportingStandards (IFRS)

Consolidated Statements of Comprehensive Income

	R$ thousand
	Years ended December 31
	2016	2015	2014
Net income for the year	17,992,726	18,237,905	15,416,478

Items that are or may be reclassified to the Consolidated Statement of Income
Financial assets available for sale
Unrealized gains/(losses) on financial assets available for sale	7,757,475	(4,754,469)	2,018,046
Realized gains/(losses) on financial assets available for sale	(1,459,372)	(923,433)	(1,287,674)
Tax effect	(2,587,076)	2,273,982	(289,194)

Exchange differences on translations of foreign operations
Foreign exchange on translations of foreign operations	(194,566)	118,485	3,681
Tax effect	87,555	(57,788)	(1,473)
Total adjustments not included in the net income	3,604,016	(3,343,223)	443,386
Total comprehensive income for the year	21,596,742	14,894,682	15,859,864

Attributable to shareholders:
Controlling shareholders	21,498,265	14,789,683	15,758,329
Non-controlling interest	98,477	104,999	101,535

The Notes are an integral part of the Consolidated Financial Statements.

F-6 IFRS – International Financial Reporting Standards – 2016

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

Consolidated Statements of Financial Position

	R$ thousand
	Note	December 31, 2016	December 31, 2015
Assets
Cash and balances with banks	19	72,554,651	72,091,764
Financial assets held for trading	20a	213,139,846	159,623,449
Financial assets available for sale	21	113,118,554	117,695,450
Investments held to maturity	22	43,002,028	40,003,560
Financial assets pledged as collateral	23	155,286,577	144,489,921
Loans and advances to banks	24	94,838,136	35,620,410
Loans and advances to customers, net of impairment	25	367,303,034	344,868,464
Non-current assets held for sale	26	1,578,966	1,247,106
Investments in associates and joint ventures	27	7,002,778	5,815,325
Property and equipment, net of accumulated depreciation	28	8,397,116	5,504,435
Intangible assets and goodwill, net of accumulated amortization	29	15,797,526	7,409,635
Taxes to be offset		7,723,211	6,817,427
Deferred income tax assets	17c	45,116,863	45,397,879
Other assets	30	47,170,370	40,118,697
Total assets		1,192,029,656	1,026,703,522

Liabilities
Deposits from banks	31	301,662,682	293,903,391
Deposits from customers	32	232,747,929	194,510,100
Financial liabilities held for trading	20b	13,435,678	19,345,729
Funds from securities issued	33	151,101,938	109,850,047
Subordinated debt	34	52,611,064	50,282,936
Insurance technical provisions and pension plans	35	215,840,000	170,940,940
Other provisions	37	18,292,409	15,364,317
Current income tax liabilities		2,130,286	2,781,104
Deferred income tax liabilities	17c	1,762,948	772,138
Other liabilities	38	96,965,515	78,038,058
Total liabilities		1,086,550,449	935,788,760

Equity	39
Share capital		51,100,000	43,100,000
Treasury shares		(440,514)	(431,048)
Capital reserves		35,973	35,973
Profit reserves		50,027,816	49,920,020
Additional paid-in capital		70,496	70,496
Other comprehensive income		(398,708)	(4,002,724)
Retained earnings		4,907,381	2,096,710
Equity attributable to controlling shareholders		105,302,444	90,789,427
Non-controlling interest		176,763	125,335
Total equity		105,479,207	90,914,762
Total liabilities and equity		1,192,029,656	1,026,703,522

The Notes are an integral part of the Consolidated Financial Statements.

Bradesco F-7

Consolidated Financial Statements prepared in accordance with International Financial ReportingStandards (IFRS)

Consolidated Statements of Changes in Equity

		R$ thousand
	Share capital	Treasury shares	Capital reserves	Profit reserves		Additional paid-in capital	Other comprehensive income ⁽¹⁾	Retained earnings	Equity attributable to controlling shareholders	Non-controlling interest	Total equity
	Share capital	Treasury shares	Capital reserves	Legal	Statutory	Additional paid-in capital	Other comprehensive income ⁽¹⁾	Retained earnings	Equity attributable to controlling shareholders	Non-controlling interest	Total equity
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 for the year	-	-	-	-	-	-	-	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 ⁽²⁾	-	-	-	-	(391,392)	-	-	-	(391,392)	-	(391,392)
Transfers to reserves	-	-	-	754,442	9,279,796	-	-	(10,034,238)	-	-	-
Interest on equity and dividends	-	-	-	-	-	-	-	(5,054,580)	(5,054,580)	(3,799)	(5,058,379)
Balance on December 31, 2014	38,100,000	(298,015)	35,973	5,193,467	38,571,882	70,496	(659,501)	1,153,439	82,167,741	124,064	82,291,805
Net income for the year	-	-	-	-	-	-	-	18,132,906	18,132,906	104,999	18,237,905
Financial assets available for sale	-	-	-	-	-	-	(3,403,920)	-	(3,403,920)	-	(3,403,920)
Foreign currency translation adjustment	-	-	-	-	-	-	60,697	-	60,697	-	60,697
Comprehensive income	-	-	-	-	-	-	-	-	14,789,683	104,999	14,894,682
Increase of non-controlling shareholders’ interest	-	-	-	-	-	-	-	-	-	28,446	28,446
Purchase of treasury shares	-	(133,033)	-	-	-	-	-	-	(133,033)	-	(133,033)
Capital increase of with reserves ⁽³⁾	5,000,000	-	-	-	(5,000,000)	-	-	-	-	-	-
Transfers to reserves	-	-	-	859,482	10,295,189	-	-	(11,154,671)	-	-	-
Interest on equity and dividends	-	-	-	-	-	-	-	(6,034,964)	(6,034,964)	(132,174)	(6,167,138)
Balance on December 31, 2015	43,100,000	(431,048)	35,973	6,052,949	43,867,071	70,496	(4,002,724)	2,096,710	90,789,427	125,335	90,914,762

The Notes are an integral part of the Consolidated Financial Statements.

F-8 IFRS – International Financial Reporting Standards – 2016

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

Consolidated Statements of Changes in Equity (continued)

		R$ thousand
	Share capital	Treasury shares	Capital reserves	Profit reserves		Additional paid-in capital	Other comprehensive income ⁽¹⁾	Retained earnings	Equity attributable to controlling shareholders	Non- controlling interest	Total equity
	Share capital	Treasury shares	Capital reserves	Legal	Statutory	Additional paid-in capital	Other comprehensive income ⁽¹⁾	Retained earnings	Equity attributable to controlling shareholders	Non- controlling interest	Total equity
Balance on December 31, 2015	43,100,000	(431,048)	35,973	6,052,949	43,867,071	70,496	(4,002,724)	2,096,710	90,789,427	125,335	90,914,762
Net income for the year	-	-	-	-	-	-	-	17,894,249	17,894,249	98,477	17,992,726
Financial assets available for sale	-	-	-	-	-	-	3,711,027	-	3,711,027	-	3,711,027
Foreign currency translation adjustment	-	-	-	-	-	-	(107,011)	-	(107,011)	-	(107,011)
Comprehensive income	-	-	-	-	-	-	-	-	21,498,265	98,477	21,596,742
Increase of non-controlling shareholders’ interest	-	-	-	-	-	-	-	-	-	3,265	3,265
Purchase of treasury shares	-	(9,466)	-	-	-	-	-	-	(9,466)	-	(9,466)
Capital increase with reserves⁽⁴⁾	8,000,000	-	-	-	(8,000,000)	-	-	-	-	-	-
Transfers to reserves	-	-	-	754,179	7,353,617	-	-	(8,107,796)	-	-	-
Interest on equity	-	-	-	-	-	-	-	(6,975,782)	(6,975,782)	(50,314)	(7,026,096)
Balance on December 31, 2016	51,100,000	(440,514)	35,973	6,807,128	43,220,688	70,496	(398,708)	4,907,381	105,302,444	176,763	105,479,207

(1) In 2016, consists primarily of “net” unrealized gains/losses from investment securities, classified as available for sale (Notes 21 and 23), of which the tax effects amount to R$ 154,958 thousand (2015 - R$ 2,700,764 thousand and 2014 - R$ 438,285 thousand));

(2) In 2014, we acquired shareholdings of 6.51% of Odontoprev SA and 1.45% of Banco Bradesco BBI SA that were held by non-controlling shareholders;

(3) In the Extraordinary General Meeting of March 10, 2015, deliberation was made to increase the Capital Stock by R$ 5,000,000 thousand, increasing it from R$ 38,100,000 thousand to R$ 43,100,000 thousand, through the capitalization of part of the balance of the account “Profit Reserves - Statutory Reserve, of compliance with the provisions in Article 169 of Law n^o 6,404/76, with a bonus of 20% in shares, by issuing 841,454,808 new nominative-book entry shares, with no nominal value, whereby 420,727,426 common and 420,727,382 preferred shares, attributed free-of-charge to the shareholders as bonus, to the ratio of two (2) new shares for every ten (10) shares of the same type that they own, benefiting the shareholders registered on March 26, 2015; and

(4) In the Extraordinary General Meeting of March 10, 2016, the approval was proposed by the Board of Directors to increase the Capital Stock by R$ 8,000,000 thousand, increasing it from R$ 43,100,000 thousand to R$ 51,100,000 thousand, with a bonus in shares, through the capitalization of part of the balance of the account “Profit Reserves - Statutory Reserve”, in compliance with the provisions in Article 169 of Law No. 6,404/76, by issuing 504,872,885 new nominative-book entry shares, with no nominal value, whereby 252,436,456 are common and 252,436,429 are preferred shares, attributed free-of-charge to the shareholders as bonus, to the ratio of 1 new share for every 10 shares of the same type that they own on the base date.

The Notes are an integral part of the Consolidated Financial Statements.

Bradesco F-9

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

Consolidated Statements of Cash Flows

	R$ thousand
	Years ended December 31
	2016	2015	2014
Operating activities
Income before income taxes	31,905,456	9,603,583	19,330,791
Adjustments to reconcile income before income tax to net cash flow from operating activities:
Impairment of loans and advances	15,350,278	14,721,152	10,291,386
Changes in the insurance technical provisions and pension plans	32,781,918	28,286,039	24,008,174
Net (gains)/losses from disposals of assets available for sale	(764,707)	247,288	(222,876)
Expenses with provisions and contingent liabilities	2,518,761	3,510,916	2,324,505
Deferred acquisition cost (insurance)	194,994	(95,110)	(312,983)
Impairment of assets	2,388,580	650,588	1,300,378
Depreciation	1,140,369	1,057,722	1,056,389
Amortization of intangible assets	2,516,777	1,884,281	1,876,298
Equity in the earnings (losses) of investments in associates and joint ventures	(1,699,725)	(1,528,051)	(1,389,816)
Losses on disposal of non-current assets held for sale	442,251	180,602	310,141
Net losses from disposal of property and equipment	24,791	96,630	35,706
Effect of changes in exchange rates on cash and cash equivalents	5,617,747	(2,911,155)	(618,226)
Others	-	-	16,254
Changes in assets and liabilities:
(Increase)/decrease in compulsory deposits with the Central Bank	11,651,121	(3,866,979)	4,456,083
(Increase)/decrease in loans and advances to banks	10,368,220	2,045,985	19,562,317
(Increase)/decrease in loans and advances to customers	(49,649,090)	(95,025,702)	(88,722,859)
(Increase)/decrease in financial assets held for trading	(40,248,319)	(80,159,223)	14,689,614
(Increase)/decrease in other assets	(8,296,942)	(32,926,622)	(15,473,866)
Increase/(decrease) in deposits from banks	33,269,744	40,729,421	56,473,841
Increase/(decrease) in deposits from customers	(6,707,994)	(3,463,924)	6,883,751
Increase/(decrease) in financial liabilities held for trading	(9,700,099)	16,030,156	1,489,191
Increase/(decrease) in insurance technical provisions and pension plans	(2,042,897)	(3,904,319)	(7,777,977)
Increase/(decrease) in other provisions	(3,019,960)	(2,011,000)	(2,187,792)
Increase/(decrease) in other liabilities	10,312,756	29,295,296	18,571,777
Interest received	70,917,068	62,725,684	54,777,470
Interest paid	(45,140,018)	(38,823,738)	(32,704,290)
Income tax and social contribution paid	(9,771,075)	(7,419,802)	(6,446,222)
Other changes in taxes	(400,787)	(283,883)	(798,036)
Net cash provided by/(used in) operating activities	53,959,218	(61,354,165)	80,799,123

Investing activities
(Acquisitions)/disposal of subsidiaries, net of cash and cash equivalents paid/received	(7,188,659)	-	46,068
(Acquisitions) of financial assets available for sale	(108,296,179)	(61,153,632)	(48,896,316)
Proceeds from sale of financial assets available for sale	115,724,092	39,147,316	37,713,211
Maturity of investments held to maturity	-	269,063	-
(Acquisitions) of investments held to maturity	-	-	(641,845)
Disposal of non-current assets held for sale	629,768	742,732	663,789
(Acquisitions) of investments in associates	(376,434)	(971,672)	(6,000)
Dividends received from investments in associates	510,285	668,178	804,883
(Acquisition) of property and equipment	(2,779,321)	(2,181,549)	(1,559,585)
Disposal of property and equipment	486,303	205,094	263,457
(Acquisition) of intangible assets	(2,343,497)	(1,971,881)	(1,270,280)
Dividends received	117,972	251,623	295,780
Interest received	12,668,011	13,033,426	9,143,482
Net cash provided by/(used in) investing activities	9,152,341	(11,961,302)	(3,443,356)

F-10 IFRS – International Financial Reporting Standards – 2016

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

Consolidated Statements of Cash Flows (continued)

	R$ thousand
	Years ended December 31
	2016	2015	2014

Financing activities
Funds from securities issued	47,253,373	68,385,187	53,526,003
Payments on securities issued	(47,861,607)	(49,217,829)	(32,577,909)
Issuance of subordinated debts	3,787,207	11,304,318	-
Payments on subordinated debts	(581,713)	(1,271,261)	(2,706,203)
Acquisition of treasury shares	(9,466)	(133,033)	(28,922)
Capital transaction	-	-	(391,392)
Increase/(decrease) of non-controlling interest	3,265	28,446	(192,292)
Interest paid	(20,504,528)	(11,093,967)	(4,704,334)
Interest on equity and dividends paid	(5,611,350)	(5,007,596)	(3,925,450)
Net cash provided by/(used in) financing activities	(23,524,819)	12,994,265	8,999,501

(Decrease)/Increase in cash and cash equivalents	39,586,740	(60,321,202)	86,355,268

Cash and cash equivalents
At the beginning of the period	147,261,434	204,671,481	117,697,987
Effect of changes in exchange rates on cash and cash equivalents	(5,617,747)	2,911,155	618,226
At the end of the period	181,230,427	147,261,434	204,671,481

(Decrease)/Increase in cash and cash equivalents	39,586,740	(60,321,202)	86,355,268

Non-cash transactions
Credit operations transferred to non-current assets held for sale	2,122,871	1,591,998	1,390,525
Dividends and interest on equity declared but not yet paid	4,482,718	3,622,958	3,313,760
Unrealized (gains)/losses on securities available for sale	(3,711,027)	3,403,920	(441,178)

The Notes are an integral part of the Consolidated Financial Statements.

Bradesco F-11

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

Notes to the Consolidated Financial Statements

1) General information

Banco Bradesco S.A. and subsidiaries (“Bradesco”, the “Bank”, the “Company” or the “Organization”) is a publicly-traded company established according to the laws of the Federative Republic of Brazil with headquarters in the city of Osasco, state of São Paulo, Brazil.

Bradesco is a bank that provides multiple services within two segments: banking and insurance. The Bank complies with Brazilian banking regulations and operates throughout all of Brazil. The banking segment includes a range of banking activities, serving individual and corporate customers in the following operations: investment banking, national and international banking operations, asset management operations and consortium administration. The insurance segment covers auto, health, life, accident and property insurance and pension plans as well as capitalization bonds.

The retail banking products include demand deposits, savings deposits, time deposits, mutual funds, foreign exchange services and a range of credit operations, including overdrafts, credit cards and loans with repayments in installments. The services provided to corporate entities include fund management and treasury services, foreign exchange operations, corporate finance and investment banking services, hedge and finance operations including working capital financing, leasing and loans with repayments in installments. These services are provided, mainly, in domestic markets, but also include international services on a smaller scale.

The Organization was originally listed on the São Paulo Stock Exchange (“BM&FBovespa”) and then subsequently on the New York Stock Exchange (“NYSE”).

The consolidated financial statements, in accordance with the IFRS, were approved by the Board of Directors on February 23, 2017.

2) Significant accounting practices

These consolidated financial statements of the Organization were prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). The consolidated financial statements include the consolidated statements of financial position, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows as well as the notes to the consolidated financial statements.

The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position: financial assets available for sale which are measured at fair value; assets and liabilities held for trading which are measured at fair value; financial instruments at fair value through profit or loss which are measured at fair value and the liability for defined benefit obligations which is recognized as the present value of the defined benefit obligation less the net total of the plan assets, plus unrecognized actuarial gains, less unrecognized past service cost and unrecognized actuarial losses and assets and liabilities acquired through a business combination.

The Organization has classified its expenses according to their nature.

The consolidated statement of cash flows shows the changes in cash and cash equivalents during the year arising from operating, investing and financing activities. Cash and cash equivalents include highly liquid investments. Note 19 details the accounts of the consolidated statement of financial position that comprise cash and cash equivalents. The consolidated statement of cash flows is prepared using the indirect method. Accordingly, the income before taxes was adjusted by non-cash items such as provisions, depreciation, amortization and losses due to impairment of loans and advances. The interest

F-12 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

See below the summarized balance sheet for the acquisition with HSBC Bank and HSBC Serviços (HSBC Brasil) at the date of acquisition:

	R$ thousand
	Accounting	Adjustments	Fair Value ⁽¹⁾
Cash and cash equivalents	8,476,708	-	8,476,708
Desposits with the central banks	14,895,767	-	14,895,767
Loans and advances	69,364,585	(1,650,016)	67,714,569
Financial assets held for trading	20,881,824	-	20,881,824
Financial assets available for sale	23,745,717	-	23,745,717
Investments held to maturity	13,450	22,411	35,861
Property and equipment, net of accumulated depreciation	1,175,554	622,246	1,797,800
Intangible assets	558,015	3,993,743	4,551,758
Other assets	25,808,692	848,699	26,657,391
Deposits from banks	(7,808,801)	-	(7,808,801)
Deposits from customers	(56,766,587)	-	(56,766,587)
Financial liabilities held for trading	(3,790,048)	-	(3,790,048)
Funds from securities issued	(40,187,105)	(64,701)	(40,251,806)
Subordinated debt	(1,401,348)	-	(1,401,348)
Provisions	(3,429,291)	-	(3,429,291)
Other liabilities	(42,242,831)	-	(42,242,831)
Sub-total	9,294,301		13,066,683
Goodwill	-	4,221,787	4,221,787
Total amount of shareholders’ equity acquired	9,294,301		17,288,470

(1) Based on an assessment made on July 01,2016, were identificable the fair values of the assets adquired and liabilities assumed in the acquisition.

The fair value of the consideration transferred was composed as follows:

	R$ thousand
Payment to HSBC Latin America Holding Limited, net of adjustment after closure ⁽¹⁾	15,665,367
Adjustment to the cost acquisition related to the fair value of the firm commitment⁽²⁾	1,623,103
Fair value of the consideration transferred	17,288,470

(1) Considers the IOF collection, and withholding Income Tax; and

(2) Considers the results from changes to the fair value of the firm commitment attributable to the hedged risk that was recognized in the statement in the financial position hired with the objective of protecting the effects of exchange rate variation of the firm commitment, though the use of a hedging instrument derivative.

In December 2016, Bradesco, based on a study report on purchase price allocation ("PPA"), prepared by a contracted specialized and independent company, made the initial allocation of the fair value of assets acquired and liabilities assumed by HSBC Brasil, as follows:

F-14 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

The value of the investment recorded by Bradesco includes goodwill in the acquisition of shares in the amount of R$ 4,221,787 thousand, as follows:

	R$ thousand
Shareholders’ equity acquired	9,294,301
Fair value of assets acquired and liabilities assumed	(221,361)
Intangible assets acquired	3,993,743
Goodwill in the acquisition of the "HSBC Bank" and "HSBC Serviços" investments	4,221,787
Fair value of the consideration transferred	17,288,470

These acquisitions were recorded on the business combination method and the companies were consolidated from the date that the majority control was acquired.

The goodwill on acquisition, in the amount of R$ 4,221,787 thousand, recorded by Bradesco, is not amortized and is subject to annual impairment test. Goodwill is attributed to the expected future profitability of the respective businesses acquired and to the strengthening of Bradesco's strategy to strengthen its presence throughout the national territory, giving a greater degree of competition in a highly competitive market, so as to take advantage of the synergies generated by the products and base of HSBC Brasil customers, which are complementary.

Save to the extent that specific allowance, provision or reserve is made in Closing Statement, the HSBC shall indemnify and keep indemnify the Bradesco for all Losses, including legal costs, filing or any other fees and any liability to Tax incurred by the Bradesco, and from the acquisition of HSBC Brasil.

b) Consolidation

The consolidated financial statements include the financial statements of Bradesco and those of its direct and indirect subsidiaries, including exclusive mutual funds and special purpose entities.

The main subsidiaries included in the consolidated financial statements are as follows:

	Activity	Country	Shareholding interest (%)
			December 31
			2016	2015
Banco Alvorada S.A.	Banking	Brazil	99.99	99.99
Banco Bradesco Financiamentos S.A.	Banking	Brazil	100.00	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 Europa S.A.	Banking	Luxembourg	100.00	100.00
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. ⁽¹⁾	Investment Bank	Brazil	99.81	99.80
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.	Dental Health	Brazil	50.01	50.01
Bradesco Leasing S.A. Arrendamento Mercantil	Leasing	Brazil	100.00	100.00

Bradesco F-15

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

Notes to the Consolidated Financial Statements

	Activity	Country	Shareholding interest (%)
			December 31
			2016	2015
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
Banco Losango S.A. ⁽²⁾	Banking	Brazil	99.99	-
Kirton Administradora de Consórcios Ltda. ⁽²⁾	Consortium Management	Brazil	100.00	-
kirton Bank Brasil S.A. ⁽²⁾⁽³⁾	Banking	Brazil	100.00	-
Kirton Corretora de Títulos e Valores Mobiliários S.A. ⁽²⁾	Broker	Brazil	99.97	-
Kirton Capitalização S.A. ⁽²⁾	Capitalization	Brazil	99.97	-
Kirton Seguros S.A. ⁽²⁾	Insurance	Brazil	98.08	-
Kirton Vida e Previdência S.A. ⁽²⁾	Pension plan/Insurer	Brazil	100.00	-
Kirton Participações e Investimentos Ltda. ⁽²⁾	Holding	Brazil	100.00	-

(1) Increased participation through the subscription of shares in June 2016;

(2) Companies originating from the acquisition, in July 2016, of HSBC Brasil; and

(3) New denomination of the HSBC Brasil.

None of the investments in subsidiary, associates and joint ventures presented significant restrictions on transferring resources in the form of cash dividends or repayment of obligations, during the periods reported.

i. Subsidiaries

Subsidiaries are all of the companies over which the Organization, has control. The Organization has control over an investee if it is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The subsidiaries are fully consolidated from the date at which the Organization obtains control until the date when control ceases.

For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The cost of an acquisition is measured as the fair value of the consideration, including assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the consideration given over the fair value of the Organization’s share of the identifiable net assets and non-controlling interest acquired is recorded as goodwill. Any goodwill arising from business combinations is tested for impairment at least once a year and whenever events or changes in circumstances may indicate the need for an impairment write-down. If the cost of acquisition is less than the fair value of the Organization’s share of the net assets acquired, the difference is recognized directly in the consolidated statement of income.

For acquisitions not meeting the definition of a business combination, the Organization

F-16 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

allocates the cost between the individual identifiable assets and liabilities. The cost of acquired assets and liabilities is determined by (a) recognizing financial assets and liabilities at their fair value at the acquisition date; and (b) allocating the remaining balance of the cost of purchasing assets and assuming liabilities to individual assets and liabilities, other than financial instruments, based on their relative fair values at the acquisition date.

ii. Associates

Companies are classified as associates if the Organization has significant influence, but not control, over the operating and financial management policy decisions. Normally significant influence is presumed when the Organization holds in excess of 20%, but no more than 50%, of the voting rights. Even if less than 20% of the voting rights are held, the Organization could

still have significant influence through its participation in the management of the investee or representations on its Board of Directors, providing it has executive power; i.e. voting power.

Investments in associates are recorded in the Organization's consolidated financial statements using the equity method and are initially recognized at cost. The investments in associates include goodwill (net of any impairment losses) identified at the time of acquisition.

iii. Joint ventures

The Organization has contractual agreements in which two or more parties undertake activities subject to joint control. Joint control is the contractual sharing of control over an activity and it exists only if strategic, financial and operating decisions are made on a unanimous basis by the parties. A joint venture is an arrangement in which the Organization has joint control, whereby the Organization has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Investments in joint ventures are recorded in the consolidated financial statements of the Organization using the equity method.

iv. Structured entities

A structured entity is an entity that has been designed such that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements.

Structured entities normally have some or all of the following features or characteristics:

• restricted activities;

• a narrow and well-defined objective, such as, to effect a specific structure like a tax efficient lease, to perform research and development activities, or to provide a source of capital or funding to an entity or to provide investment opportunities for investors by passing risks and rewards associated with the assets of the structured entity to investors;

• thin capitalisation, that is, the proportion of ‘real’ equity is too small to support the structured entity’s overall activities without subordinated financial support; and

• financing in the form of multiple contractually linked instruments to investors that create concentrations of credit risk or other risks (tranches).

Bradesco F-17

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

Notes to the Consolidated Financial Statements

v. Transactions with and interests of non-controlling shareholders

The Organization applies a policy of treating transactions with non-controlling interests as transactions with equity owners of the Bank. For purchases of equity from non-controlling interests, the difference between any consideration paid and the share of the carrying value of net assets of the subsidiary acquired is recorded in equity. Gains or losses on sales to non-controlling shareholders are also recorded in equity.

Profits or losses attributable to non-controlling interests are presented in the consolidated statements of income under this title.

vi. Balances and transactions eliminated in the consolidation

Intra-group transactions and balances (except for foreign currency transaction gains 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.

c) Foreign currency translation

i. Functional and presentation currency

Items included in the financial statements of each of the Organization’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Brazilian Reais (R$), which is the Organization’s presentation currency. The domestic and foreign subsidiaries use the Real as their functional currency, with the exception of the subsidiary in Mexico, which uses the Mexican Peso as its functional currency.

ii. Transactions and balances

Foreign currency transactions, which are denominated or settled in a foreign currency, are translated into the functional currency using the exchange rates prevailing on the dates of the transactions.

Monetary items denominated in foreign currency are translated at the closing exchange rate as at the reporting date. Non-monetary items measured at historical cost denominated in a foreign currency are translated at the exchange rate on the date of initial recognition; non-monetary items in a foreign currency that are measured at fair value are translated using the exchange rates on the date when the fair value was determined.

Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at each period exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of income as “Net gains/(losses) of foreign currency transactions”.

In the case of changes in the fair value of monetary assets denominated in foreign currency classified as available for sale, a distinction is made between translation differences resulting from changes in amortized cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in the amortized cost are recognized in

F-18 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

the consolidated statement of income, and other changes in the carrying amount, except impairment, are recognized in equity.

iii. Foreign operations

The results and financial position of all foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

· Assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the reporting date;

· Income and expenses for each consolidated statement of income are translated at average exchange rates (unless this average is not a reasonable approximation of the 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.

d) Cash and cash equivalents

Cash and cash equivalents include: cash, bank deposits, unrestricted balances held with the Central Bank of Brazil and other highly liquid short–term investments, with original maturities of three months or less and which are subject to insignificant risk of changes in fair value, used by the Organization to manage its short-term commitments. See Note 19(b) – “Cash and cash equivalents”.

e) Sale and repurchase agreements

Securities sold subject to repurchase agreements are presented in the consolidated financial statements in “Financial assets pledged as collateral”. The counterparty liability is included in “Deposits from Banks”. Securities purchased under agreements to resell are recorded in “Loans and advances to banks” or “Loans and advances to customers”, as appropriate. The difference between sale and repurchase price is treated as interest in the consolidated statement of income and recognized over the life of the agreements using the effective interest rate method.

f) Financial assets and liabilities

i. Financial assets

The Organization classifies financial assets in the following four categories: measured at fair value through profit or loss; available for sale; held to maturity and loans and receivables. The

Bradesco F-19

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

Notes to the Consolidated Financial Statements

classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets upon initial recognition.

• Measured at fair value through profit or loss

Financial assets are initially recorded at fair value with subsequent changes to the fair value recognized immediately in profit or loss. These assets can be subdivided into two distinct classifications at the time of initial recognition: financial assets 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 2(f)(iii) below.

· Financial assets available for sale

Financial assets available-for-sale are non-derivative financial assets that are intended to be held for an undefined period of time, which may be sold in response to needs for liquidity or changes in interest rates, exchange rates, equity prices or that are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.

Financial assets available-for-sale are initially recognized at fair value, which is the cash consideration including any transaction costs and, subsequently, are measured at fair value with gains and losses being recognized in the consolidated statement of comprehensive income, except for impairment losses and foreign exchange gains and losses, until the financial asset is derecognized. If a financial asset available-for-sale is determined to be impaired, the cumulative gain or loss previously recognized in other comprehensive income is recognized in the consolidated statement of income.

Interest is recognized in the consolidated statement of income using the effective interest method. Dividends on available-for-sale equity instruments are recognized in the consolidated statement of income in ‘Dividend income’ when the Organization’s right to receive payment is established. Exchange gains and losses on investments in debt securities classified as available for sale are recognized in the consolidated statement of income. See Note

F-20 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

2(f)(viii)(b) for details of the treatment of impairment losses.

· Investments held to maturity

Investments held to maturity are non-derivative financial assets with fixed or determinable payments and fixed term maturities, which the Organization has the positive intention and ability to hold to maturity, and are not designated as at fair value through profit or loss or available for sale and do not meet the definition of loans and receivables.

Investments held to maturity are recognized initially at fair value including direct and incremental costs, and are subsequently recorded at amortized cost, using the effective interest rate method.

Interest on investments held-to-maturity is included in the consolidated statement of income

and reported as ‘Interest and similar income’. In the case of impairment, the impairment loss is reported as a deduction from the carrying value of the investment and is recognized in the consolidated statement of income.

· Loans and receivables

Loans and receivables are non-derivative financial assets having fixed or determinable payments that are not quoted in an active market, that have not been designated as “available for sale” or “at fair value through profit or loss” and that the Organization has no intention of selling, either immediately or in the near term.

Loans and receivables are initially measured at their fair value plus direct transaction costs and are subsequently valued at amortized cost using the effective interest rate method.

Loans and receivables are reported in the consolidated statement of financial position as loans and advances to banks or customers. Interest on loans is included in the consolidated statement of income and is reported as “Interest and similar income”. In the case of impairment, the impairment loss is reported as a deduction in carrying amount of loans and advances, and is recognized in the consolidated statement of income as “Impairment of loans and advances”.

ii. Financial liabilities

The Organization classifies its financial liabilities under the following categories: measured at fair value through profit and loss and amortized cost.

· Measured at fair value through profit and loss

These financial liabilities are recorded and measured at fair value and the respective changes in fair value are immediately recognized in the income statement. These liabilities can be subdivided into two different classifications upon initial recognition: financial liabilities designated at fair value through profit and loss and financial liabilities held for trading.

- Financial liabilities designated at fair value through profit and loss

The Organization does not have any financial liability classified at fair value through profit and loss in income.

Bradesco F-21

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

Notes to the Consolidated Financial Statements

- Financial liabilities held for trading

Financial liabilities held for trading recognized by the Organization are derivative financial instruments. For the treatment of Derivatives liabilities see Note 2(f)(iii) below.

· Financial liabilities at amortized cost

These are financial liabilities that are not classified as at fair value through profit or loss. Initially they are recognized at fair value and, subsequently, are measured at amortized cost. They include deposits from banks and customers, securities issued and subordinated debt securities, among others.

iii. Derivative financial instruments and hedge transactions

Derivatives are initially recognized at fair value on the date the derivative contract is signed and are, subsequently, re-measured at their fair values with the changes recognized in the income statement under “Net gains and losses from financial instruments for trading.”

Fair values are obtained from quoted market prices in active markets (for example, for exchange-traded options), including recent market transactions, and valuation techniques (for example for swaps and foreign currency transactions), such as discounted cash-flow models and options-pricing models, as appropriate. The calculation of fair value, the counterparty's and the entity's own credit risk are considered.

Certain derivatives embedded in other financial instruments are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract and the host contract is not recorded at fair value through profit or loss. These embedded derivatives are separately accounted for at fair value, with changes in fair value recognized in the consolidated statement of income.

iv. Recognition

Initially, the Organization recognizes loans and advances, deposits, securities issued and subordinated debts and other financial assets and liabilities on the trade date, in accordance with the contractual provisions of the instrument.

v. Derecognition

Financial assets are derecognized when the contractual rights to receive the cash flows from these assets have ceased to exist or the assets have been transferred and, substantially, all the risks and rewards of ownership of the assets are also transferred. Financial liabilities are derecognized when they have been discharged, paid, redeemed, cancelled or expired. If a renegotiation or modification of terms of an existing financial asset is such that the cash flows of the modified asset are substantially different from those of the original unmodified asset, then the original financial asset is derecognised and the modified financial asset is recognised as a new financial asset and initially measured at fair value.

vi. Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position when, the Organization has the intention and the legal enforceable right to offset the recognized amounts on a net basis or realize the asset and

F-22 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

settle the liability simultaneously.

vii. Determination of fair value

The determination of the fair values for the majority of financial assets and liabilities is based on the market price or quotes of security dealers for financial instruments traded in an active market. The fair value for other instruments is determined using valuation techniques. The valuation techniques which include use of recent market transactions, discounted cash flow method, comparison with other instruments similar to those for which there are observable market prices and valuation models.

For more common other instruments the Organization uses widely accepted valuation models that consider observable market data in order to determine the fair value of financial instruments.

For more complex instruments, the Organization uses own models that are usually developed from standard valuation models. Some of the information included in the models may not be observable in the market and is derived from market prices or rates or may be estimated on the basis of assumptions.

The value produced by a model or by a valuation technique is adjusted to reflect various factors, since the valuation techniques do not necessarily reflect all of the factors that market participants take into account during a transaction.

The valuations are adjusted to consider the risks of the models, differences between the buy and sell price, credit and liquidity risks, as well as other factors. Management believes that such valuation adjustments are necessary and appropriate for the correct evaluation of the fair value of the financial instruments recorded in the consolidated statement of financial position.

viii. Impairment of financial assets

(a) Financial assets recognized at amortized cost

On each reporting date, the Organization assesses whether there is objective evidence that financial assets are impaired. The financial assets are impaired and impairment losses are recognized only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

The criteria that the Organization uses to determine that there is objective evidence of an impairment include:

· significant financial difficulty of the issuer or obligor;

· a breach of contract, such as a default or delinquency in interest or principal payments;

· the granting to the borrower of a concession that the lender would not otherwise consider for economic or legal reasons relating to the borrower’s financial difficulty;

· when it becomes probable that the borrower will enter bankruptcy or other financial reorganization;

· the disappearance of an active market for that financial asset because of financial difficulties; or

Bradesco F-23

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

Notes to the Consolidated Financial Statements

· observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the loss event cannot yet be identified at the level of the individual financial assets in the portfolio, including:

(i) adverse changes in the payment status of group assessed borrowers; and

(ii) national or local economic conditions that correlate with defaults in the assets.

The Organization takes into consideration evidence of impairment loss for both individually significant assets and groups of assets. All significant financial assets are evaluated to detect specific losses.

All significant assets for which the assessment indicates that there is no specific impairment are valued as a group to detect any impairment loss that may have occurred, although not yet identified. The financial assets which are not individually significant are valued as a group to detect any collective impairment loss (recorded at the amortized cost) based on similar risk features. Assets that are individually assessed for impairment and for which an impairment loss is recognized are not included in a collective assessment of impairment.

The amount of loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through provisions and the amount of the loss is recognized in the consolidated statement of income.

The calculation of the present value of the estimated future cash flows of a collateralized financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral.

For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit-risk characteristics (that is, on the basis of the Organization’s rating process that considers product type, market segment, geographical location, collateral type, past-due status and other related factors). Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated.

Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the assets in the group and historical loss experience for assets with credit-risk characteristics similar to those in the group. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not currently exist.

The methodology and assumptions used for estimating future cash flows are reviewed regularly to mitigate any differences between loss estimates and actual loss experience.

Following impairment, interest income is recognized using the effective rate of interest which was used to discount the future cash flows for the purpose of measuring the impairment loss.

When a loan is uncollectible, it is written off against the related allowance for loan impairment. Such loans are written off after all the relevant collection procedures have been completed

F-24 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

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.

i) Intangible assets

Intangible assets comprise separately identifiable non-monetary items, without physical substance due to business combinations, such as goodwill and other purchase intangible assets, computer software and other such intangible assets. Intangible assets are recognized at cost. The cost of an intangible asset, acquired in a business combination, is its fair value at the date of acquisition. Intangible assets with a definite useful life are amortized over their estimated useful economic life. Intangible assets with an indefinite useful life are not amortized.

Generally, the identified intangible assets of the Organization have a definite useful life. At each reporting date, intangible assets are reviewed for indications of impairment or changes in estimated future economic benefits – see Note 2(k) below.

i. Goodwill

Goodwill (or bargain purchase gain) arises on the acquisition of subsidiaries, associates and joint ventures.

Goodwill reflects the excess of the cost of acquisition in relation to the Organization’s share of the fair value of net identifiable assets or liabilities of an acquired subsidiary, associate or joint venture on the date of acquisition. Goodwill originated from the acquisition of subsidiaries is recognized as “Intangible Assets”, and the goodwill from acquisition of associates and joint ventures is included in the carrying amount of the investment, (see Note 2(b)(ii)). When the difference between the cost of acquisition and the Organization’s share of the fair value of net identifiable assets or liabilities is negative (bargain purchase gain), it is immediately recognized in the consolidated statement of income as a gain on the acquisition date.

Goodwill is tested annually, as well as whenever a trigger event has been observed, for impairment (see Note 2(k) below). Gains and losses realized in the sale of an entity include consideration of the carrying amount of goodwill relating to the entity sold.

F-26 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

ii. Software

Software acquired by the Organization is recorded at cost, less accumulated amortization and accumulated impairment losses, if any.

Internal software-development expenses are recognized as assets when the Organization can demonstrate its intention and ability to complete the development, and use the software in order to generate future economic benefits. The capitalized costs of internally developed software include all costs directly attributable to development and are amortized over their useful lives. Internally developed software is recorded at its capitalized cost less amortization and impairment losses (see Note 2(k) below).

Subsequent software expenses are capitalized only when they increase the future economic benefits incorporated in the specific asset to which it relates. All other expenses are recorded as expenses as incurred.

Amortization is recognized in the consolidated statement of income using the straight-line method over the estimated useful life of the software, beginning on the date that it becomes available for use. The estimated useful life of software is from two to five years. Useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate.

iii. Other intangible assets

Other intangible assets refer basically to the customer portfolio and acquisition of banking service rights. They are recorded at cost less amortization and impairment losses, if any, and are amortized over the period during which the asset is expected to contribute, directly or indirectly, to the future cash flows.

These intangible assets are reviewed annually, or whenever events or changes in circumstances occur which could indicate that the carrying amount of the assets cannot be recovered. If necessary, the write-off or impairment (see Note 2(k) below) is immediately recognized in the consolidated statement of income.

j) Leasing

The Organization has both operating and finance leases and operates as a lessee and a lessor.

Leases in which a significant part of the risks and benefits of the asset is borne by the lessor are classified as operating leases. For leases in which a significant part of the risks and benefits of the asset is borne by the lessee, the leases are classified as financial leasing.

Leases under the terms of which the Organization assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

As a lessee, the Organization classifies its leasing operations mainly as operating leases, and the monthly payments are recognized in the financial statements using the straight-line method over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.

Bradesco F-27

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

Notes to the Consolidated Financial Statements

The depreciation policy for leased assets is the same as the depreciation policy used by the Organization for similar assets.

k) Impairment of non-financial assets (except for deferred tax assets)

Assets that have an indefinite useful life such as goodwill are not subject to amortization and are tested annually at the same date to verify the existence of impairment.

Assets, which are subject to amortization or depreciation, are reviewed to verify impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized based on the excess the carrying amount of the asset or the cash generating unit (CGU) over its estimated recoverable amount. The recoverable amount of an asset or CGU is the greater of its fair value, less costs to sell, and its value in use.

For the purpose of impairment testing, the assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to a ceiling of the operating segments, for the purpose of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGU’s that are expected to benefit from the synergies of the combination.

The recoverable amount is the higher of an asset/CGU’s fair value less costs to sell and its value in use. When assessing the value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects the current market conditions of the time value of money and the specific risks of the asset or CGU.

The Organization’s corporate assets do not generate separate cash inflows and are utilized by more than one CGU. Corporate assets are allocated to CGU’s on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.

Impairment losses are recognized in the consolidated Statement of Income. Impairment losses recognized in respect of CGU’s are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGU’s) and then to reduce the carrying amount of the other assets in the CGU (group of CGU’s) on a pro rata basis.

An impairment of goodwill cannot be reversed. With regard to other assets, an impairment loss recognized in previous periods is reassessed at each reporting date for any indications that the impairment has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is only reversed to the extent that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation and amortization, if no impairment had been recognized.

l) Deposits, debt securities issued and subordinated liabilities

Deposits, debt securities issued and subordinated liabilities are the main sources of funding used by the Organization to finance its operations.

They are initially recorded at fair value plus transaction costs and are subsequently measured at amortized cost using the effective interest method.

Bradesco F-29

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

Notes to the Consolidated Financial Statements

m) Provisions, contingent liabilities and contingent assets

A provision is recognized when, as a result of a past event, the Organization has a present legal or constructive obligation that can be reliably estimated and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Provisions were established by Management whenever it considers that there is a probable loss taking into account the opinion of their legal advisors; the nature of the actions; the similarity to previous suits; the complexity and the positioning of the Courts.

Contingent liabilities are:

(a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or

(b) a present obligation that arises from past events but is not recognized because:

(i) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

(ii) the amount of the obligation cannot be measured with sufficient reliability.

Contingent assets are recorded only when there are real guarantees or favorable and non-appealable court decisions, and when the gain is considered to be virtually certain. Contingent assets for which the expectation is the outcome will be favorable are only disclosed in the financial statements, when material.

n) Classification of insurance contracts and investments

An insurance contract is a contract in which the Organization accepts a significant insurance risk from the policy holder by agreeing to compensate the policyholder if a specific, uncertain, future event adversely affects the policy holder. Reinsurance contracts are also treated as insurance contracts because they transfer significant insurance risk. Contracts in the Insurance segment classified as investment contracts are related to our capitalization bonds, which do not transfer significant insurance risk and are accounted for as financial instruments in accordance with IAS 39.

o) Insurance and pension plan technical provisions

i. Property damage

The Provision for Unearned Premiums (PPNG) is calculated on a daily pro-rata basis using premiums net of coinsurance premiums, including amounts ceded through reinsurance operations, and the value registered in the consolidated statement of financial position corresponds to the unexpired risk period of the insurance contracts less initial contracting costs. The portion of these reserves corresponding to the estimate for risks in effect on contracts that have been issued but are not yet fully binding is designated ‘PPNG-RVNE’.

The reserve for ‘incurred but not reported’ (IBNR) claims is calculated based on incurred but not paid’ (IBNP) claims less the balance of the reserve for ‘unsettled’ claims (PSL) on the calculation date. A final estimate of IBNP is calculated using semi-annual run-off triangles. The run-off triangles consider the historical development of claims paid in the prior last 10 half-year periods to determine a future projection per occurrence period, reflecting the changing expectation of the amount provisioned along the regulatory process.

F-30 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

The reserve for unsettled claims (PSL) is determined based on the indemnity payment estimates, considering all administrative and judicial claims existing at the reporting date, restated monetarily, net of salvage and payments expected to be received.

The Complementary Reserve for Coverage (PCC) shall be established when there is insufficiency of the technical provisions required under the legislation, as determined in the Liability Adequacy Test (see Note 2(o)(vi) below). At the reporting date management did not identify the need for PCC on property damage contracts.

The reserve for related expenses (PDR) is recorded on a monthly basis to cover expenses related to estimated claims and benefits. It covers both costs that can be individually allocated to each claim as well as claims costs not discriminated, meaning those incurred at the portfolio level.

Other provisions correspond to the Provision for Administrative Expenses (PDA) arising on the Mandatory Insurance For Personal Injury Caused by Motor Vehicles (DPVAT) insurance operations.

ii. Life insurance, excluding life insurance with survival coverage (VGBL product)

The Provision for Unearned Premiums (PPNG) is calculated on a daily pro-rata basis using premiums net of coinsurance premiums, but including amounts ceded through reinsurance operations, and the value registered in the consolidated statement of financial position corresponds to the unexpired risk period of the insurance contracts and includes 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.

With respect to the insurance portfolios acquired, the reserve for ‘incurred but not reported’ (IBNR) claims is constituted to cover the expected values to be settled based on incurred but not reported claims until the base date of calculation. It is calculated by the Bornhuetter-Ferguson method, using as a mathematical model run-off triangles of claims incurred from 2001;

The reserve for unsettled claims (PSL) considers all claim notifications received up to the end of the reporting period. The reserve is adjusted for inflation and includes all claims in litigation.

With respect to the insurance portfolios acquired, the reserve for unsettled claims (PSL) is made based on estimates of indemnities, for events incurred and appropriately reported by the insured

Bradesco F-31

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

Notes to the Consolidated Financial Statements

and/or beneficiaries until the balance sheet date. It includes lawsuits related to claims, which are constituted based on the analysis of legal advisers for the assessment of risks related to the sum insured. It also includes an estimate of adjustments of incurred but not sufficiently reported (IBNER) for the aggregate development of claims reported but not yet paid, whose values may be changed throughout the process until their final settlement.

The Complementary Reserve for Coverage (PCC) refers to the amount necessary to complement technical reserves, as calculated through the Liability Adequacy Test. 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 using a risk free forward interest rate structures which was approved by SUSEP to discount the future cash flows. The improvement rate is calculated from automatic updates of the biometric table, considering the expected increase in future life expectancy.

The Technical Surplus Provision (PET) corresponds to the difference between the value of the expected cost and the actual cost of claims that occurred during the period for contracts of individual life insurance with rights to participate in technical surplus.

The Provision of Related Expenses (PDR) is recorded to cover expenses related to estimated claims and benefits. For products structured in self-funding and partially regimes, the reserve covers claims incurred. For products structured under a capitalization regime, the reserve covers the expected expenses related to incurred claims and also claims expected to be incurred in the future.

iii. Health and Dental Insurance

The reserve for claims incurred but not reported (IBNR) is calculated from the final estimate of claims already incurred and still not reported, based on monthly run-off triangles that consider the historical development of claims reported in the last 12 months to establish a future projection per period of occurrence

The provision for unsettled claims (PSL) is based on claims received up to the reporting date, including judicial claims and related costs adjusted for inflation.

The mathematical reserve for unvested benefits (PMBAC) relates to the individual health care plan portfolio and accounts for the risk related to the cover of the holder’s dependents for five years following the death of the holder. It is calculated using: a 5.1% annual discount rate (5.2% in 2015); the period over which holders are expected to remain in the plan up to their death; and the projected costs of the five-year-period cover in which no premiums will be received.

The mathematical reserve of benefits granted (PMBC) is constituted by the obligations arising from the contractual clauses of remission of installments in cash, regarding the coverage of health assistance and by the premiums through payment of insured persons participating in the Bradesco Saúde insurance - "GBS Plan", and considering a discount rate of 5.1% per annum (5.2% in 2015).

The unearned premium or contribution reserve (PPCNG) is calculated on the currently effective contracts on a daily pro-rata basis based on the portion of health insurance premiums corresponding to the remaining period of coverage.

The other provisions for the individual health portfolio are constituted to cover differences between the expected present value of claims and related future costs and the expected present value of future premiums, considering a discount rate of 5.1% per year (5.2% in 2015).

F-32 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Provisions for IBNR, PMBAC, PMBC and Other Provisions, listed above, are calculated using methodologies and assumptions established in the actuarial technical notes approved by the National Health Agency - ANS.

iv. Operations with DPVAT Insurance

Revenue from DPVAT premiums and the related technical reserves are recorded gross, based on reports received from Seguradora Lider S.A. which acts as the “lead insurer” of the Consortium of Insurance DPVAT S.A. in proportion to the percentage of Bradesco’s stake in the consortium. It is the function of the lead insurer to collect the premiums, coordinate policy issuance, settle claims and manage the administrative costs within the consortium, in accordance with the CNSP Normative Resolution nº 332/15. As defined in the regulations of the consortium, 50% of the monthly net income is distributed to the consortium’s members in the following month. The remaining 50% of the monthly income is retained by the lead insurer over the year and transferred to the members of the consortium at the start of the following year.

v. Open pension plans and life insurance with survival coverage (VGBL product)

The unearned premium reserve (PPNG) is calculated on a daily pro-rata basis, using net premiums and is comprised of the portion corresponding to the remaining period of coverage and includes an estimate for risks covered but not yet issued (RVNE).

The mathematical reserve for unvested benefits (PMBaC) is recorded for participants who have not yet received any benefit. In defined benefit pension plans, the reserve represents the difference between the present value of future benefits and the present value of future contributions, corresponding to obligations assumed in the form of retirement, disability, pension and annuity plans. The reserve is calculated using methodologies and assumptions set forth in the actuarial technical notes.

The mathematical reserve for unvested benefits (PMBaC) related to life insurance and unrestricted benefit pension plans (VGBL and PGBL), and defined contribution plans, includes the contributions, received from participants, net of costs and other contractual charges, plus the financial return generated through the investment of these amounts in units of specially constituted investment funds (FIE).

The mathematical reserve for vested benefits (PMBC) is recognized for participants already receiving benefits and corresponds to the present value of future obligations related to the payment of those on-going benefits.

The Complementary Reserve for Coverage (PCC) refers to the amount necessary to complement technical reserves, as calculated through the Liability Adequacy Test (see Note 2(o)(vi)). LAT is prepared using statistical and actuarial methods based on realistic assumptions, taking into account the biometric table BR-EMS of both genders, improvement and forward interest rate curves (ETTJ) free from risk as authorized by SUSEP. The improvement rate is calculated from automatic updates of the biometric table, considering the expected increase in future life expectancy.

Bradesco F-33

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

Notes to the Consolidated Financial Statements

The Provision of Related Expenses (PDR) is recorded to cover expenses related to estimated claims and benefits. For products structured in self-funding and partially regimes, the reserve covers claims incurred. For plans structured under a capitalization regime, the reserve is made to cover the expected expenses related to incurred claims and also claims expected to be incurred in the future.

The Provision for Financial Surplus (PEF) corresponds to the portion of income from investment of reserves that exceeds the minimum returns due to policyholders of pension plans that have a profit share clause.

The Provision for Events Incurred but Not Reported (IBNR) is established based on losses that occurred but were not reported, based on run-off triangles, which considers the historical development of losses over the past 96 months to establish a future projection per period of occurrence.

With respect to the insurance portfolios acquired, the provision of incurred but not reported claims (IBNR) is made to cover the expected values to settle for incurred but not reported claims until the base date of calculation. It is calculated in accordance with the criteria defined in SUSEP Circular n^o 517/15 (amended by SUSEP Circular n^o 521/15).

The reserve for unsettled claims (PSL) considers all claim notifications received up to the end of the reporting period. The reserve is adjusted for inflation.

With respect to the insurance portfolios acquired, the reserve for unsettled claims (PSL) is made based on estimates of indemnities, for the events incurred and appropriately reported by the Ins red and/or beneficiaries until the balance sheet date. It includes lawsuits related to claims, which are constituted based on the analysis of legal advisers for the assessment of risks related to the sum insured. It also comprises values relating to accrued unpaid rent contained in the PMBC, which are written off and included in the PSL.

Financial charges on technical provisions, as well as the constitution and/or reversal of the provision of financial excess, are classified as financial expenses and are shown in the line “Net interest income”.

vi. Liability Adequacy Test (LAT)

The Organization conducted the liability adequacy test for all the contracts that meet the definition of an insurance contract according to IFRS 4 and which are in force on the date of execution of the test. This test is conducted every six months and the liability of insurance contracts, gross of reinsurance, is calculated as the sum of the carrying amount, deducting the deferred acquisition costs and the related intangibles. This is compared to the expected cash flows arising from the obligations under commercialized contracts and certificates.

The test considerers projections of claims and benefits that have occurred and are to occur, administrative expenses, allocable expenses related to the claims, intrinsic options and financial surpluses, salvage and recoveries and other income and expense directly related to the insurance contracts.

To calculate the present value of projected cash flows, the Organization used the risk free forward (ETTJ) rate which was approved by SUSEP.

According to SUSEP Circular n^o 517/2015, the test was segmented between life insurance and

F-34 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

ii. Defined benefit plans

The Organization’s net obligation, in relation to the defined benefit plans, refers exclusively to institutions acquired and the plans are calculated separately for each plan, estimating the future benefit that the employees have earned in return for their service during the current and prior periods. The benefit is discounted to determine its present value and any unrecognized past service costs and fair value of any plan assets are deducted. The discount rate is the yield at the reporting date on “AA” credit rated bonds, which have maturity dates approximating the terms of the Organization’s obligations. The calculation is made by an actuary, using the projected unit credit method.

When the benefits of a plan are improved, the portion of increased benefit related to past service by employee is recognized in the consolidated income statement using the straight-line method over the average period until the benefits become vest. To the extent that the benefits have already vested, the expense is recognized in the consolidated statement of income.

iii. Termination benefits

Severance benefits are required to be paid when the employment relationship is terminated by the Organization before the employee’s normal date of retirement or whenever the employee accepts voluntary redundancy in return for such benefits.

Benefits which are payable twelve months or more after the reporting date are discounted to their present value.

iv. Short-term benefits

Benefits such as wages, salaries, social security contributions, paid annual leave and paid sick leave, profit sharing and bonuses (if payable within twelve months of the reporting date) and non-monetary benefits such as health care, etc. are recorded as expenses in the consolidated statement of income, without any discount to present value, if the Organization has a present legal or constructive obligation to pay the amount as a result of past service provided by the employee and the obligation can be reliably estimated.

t) Capitalization bonds

The liability for capitalization bonds is registered in the line ‘Other liabilities’. Financial liabilities and revenues from capitalization bonds are accrued at the time bonds are issued.

Bonds are issued according to the types of payments, monthly or single payment. Each bond bears a nominal value and the deposit portion of each payment is remunerated at the referential rate (TR) plus 0.5% per month, which is used to determine the liability.

Capitalization bond beneficiaries are eligible for a prize draw. At the end of a certain period that is determined at the time the capitalization bond is issued, a beneficiary may redeem the nominal value paid plus the referential rate (TR), even if they have not won in the draw. These products are regulated by the insurance regulator in Brazil; however, they do not meet the definition of an insurance contract in accordance with IFRS 4 and, therefore, are classified as financial liabilities in accordance with IAS 39.

Unclaimed amounts from “capitalization plans” are derecognized when the obligation legally expires, in accordance with IAS 39 as it relates to the derecognition of a financial liability.

Bradesco F-37

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

Notes to the Consolidated Financial Statements

Expenses for placement of “capitalization plans”, are recognized as they are incurred.

u) Interest

Interest income and expenses are recognized on an accrual basis in the consolidated statement of income using the effective interest rate method. The effective interest rate is the rate that discounts estimated future cash payments and receipts throughout the expected life of the financial asset or liability (or, when appropriate, a shorter period) to the carrying amount of the financial asset or liability. When calculating the effective rate, the Organization estimates future cash flows considering all contractual terms of the financial instrument, but not future credit losses.

The calculation of the effective interest rate includes all commissions, transaction costs, discounts or bonuses which are an integral part of such rate. Transaction costs are incremental costs directly attributable to the acquisition, issuance or disposal of a financial asset or liability.

v) Fees and commissions

Fees and commission income and expense which are part of and are directly allocable to the effective interest rate on a financial asset or liability are included in the calculation of the effective interest rate.

Other fee and commission income, including account service fees, asset management fees, credit card annual charges, and collection and consortium fees are recognized as the related services are rendered. When a loan commitment is not expected to result in the drawdown of a loan, the related commitment fees are recognized on a straight-line basis over the commitment period. Other fees and commissions expense relate mainly to transaction as the services are received.

w) Net insurance income

Income and expense are recognized on an accrual basis.

Insurance and coinsurance premiums, net of premiums transferred through coinsurance and reinsurance and related commissions, are recognized as income upon issuance of the respective policies / certificates / endorsements and invoices, or at the beginning of the risk period for cases in which the cover begins before issue date, and accounted for on a straight-line basis, over the duration of the policies, through the upfront recognition and subsequent reversal of the provision for unearned premiums and the deferred acquisition costs.

Income from premiums and the acquisition costs related to risks already assumed whose respective policies have not yet been issued are recognized in the consolidated statement of income at the start of the risk coverage period on an estimated basis.

The health insurance premiums are recorded in the premium account issued (result) or unearned premium or contribution reserve (PPCNG), according to the coverage period of the contracts in effect at the balance sheet date.

Revenues and expenses related to DPVAT insurance operations are recorded on the basis of information received from the Seguradora Líder dos Consórcios do Seguro DPVAT S.A.

Accepted co-insurance contracts and retrocession operations are recorded on the basis of information received from the lead co-insurer and IRB - Brasil Resseguros S.A., respectively.

F-38 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Reinsurance transactions are recorded based on the premium and claims information provided to the reinsures which is subject to their review. Assigned reinsurance premiums are deferred in a manner consistent with the related insurance premium and/or reinsurance agreement.

Acquisition costs relating to the insurance commission are deferred and recognized in proportion to the recognition of earned premium.

The receipts from insurance agency operations are deferred and recognized in income linearly, for a period of 24 months in health insurance operations and for the contractual term (average of 12 to 60 months) in the other operations.

Contributions to pension plans and life insurance premiums with survivor coverage are recognized in income upon their effective receipt.

Income from management fees are recognized as income on an accrual basis at contractually determined rates.

x) Income tax and social contribution expenses

Income tax and social contribution deferred tax assets, calculated on income tax losses, social contribution losses and temporary differences, are recorded in “Other Receivables - Sundry” and the deferred tax liabilities on tax differences in leasing depreciation (applicable only for income tax),
mark-to-market adjustments on securities, restatement of judicial deposits, among others, are recorded in “Other Liabilities - Tax and Social Security”.

Deferred tax assets on temporary differences are realized when the difference between the accounting treatment and the income tax treatment reverses. Deferred tax assets on income tax and social contribution losses are realizable when taxable income is generated, up to the 30% limit of the taxable profit for the period. Deferred tax assets are recorded based on current expectations of realization considering technical studies and analyses carried out by Management.

The provision for income tax is calculated at 15% of taxable income plus a 10% surcharge. For financial companies, financial company equivalent and of the insurance industry, the social contribution on the profit was calculated until August 2015, considering the rate of 15%. For the period between September 2015 and December 2018, the rate was changed to 20%, according to Law no 13,169/15, returning to the rate of 15% as from January 2019. For the other companies, the social contribution is calculated considering the rate of 9%.

By virtue of the amendment of the rate, the Organização Bradesco constituted, in September 2015, a supplement to the deferred tax asset of social contribution, considering the annual expectations of realization and the respective rates in force in each period, according to the technical study conducted.

Tax expense comprises current and deferred tax. Current and deferred tax are recorded in the consolidated statement of income except when the result of a transaction is recognized directly in equity, in which case the related tax effect is also recorded in equity or in other comprehensive income.

Current tax expenses are the expected amounts payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.

Bradesco F-39

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

Notes to the Consolidated Financial Statements

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amount used for taxation purposes. Deferred tax is not recognized for:

· temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

· temporary differences related to investments in subsidiaries, associates and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and

· taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

In determining the amount of current and deferred tax the Organization takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The organization believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of various factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve judgments about future events. New information may become available that causes the Organization to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact the tax expense in the period that such a determination is made.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities against current tax assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

Additional taxes that arise from the distribution of dividends by the Bank are recognized at the same time as the liability to pay the related dividend is recognized.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

y) Segment reporting

Information for operating segments is consistent with the internal reports provided to the Executive Officers (being the Chief Operating Decision Makers), which are comprised by the Chief Executive Officer, Executive Vice-Presidents, Managing Directors and Deputy Directors. The Organization operates mainly in the banking and insurance segments. The banking operations include operations in retail, middle market and corporate activities, leasing, international bank operations, investment banking and private banking. The Organization’s banking activities are performed through its own branches located throughout the country, in branches abroad and through subsidiaries, as well as by means of our shareholding interest in other companies. The insurance segment consists of insurance operations, supplementary pension plans and capitalization plans which are undertaken through a subsidiary, Bradesco Seguros S.A., and its subsidiaries.

F-40 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

It is worth highlighting the Integrated Risk Control Department (DCIR), responsible for implementing risk control and capital allocation through practices and certification of existence, execution and effectiveness of controls which assure acceptable risk levels in the Organization’s processes, independently, consistently, on a transparent and integrated manner. This Department is also responsible for complying with the Brazilian Central Bank rules for risk management activities.

3.1. Credit risk

Credit risk refers to the possibility of losses associated with the borrower’s or counterparty’s failure to comply with their financial obligations under the terms agreed, as well as the fall in value of loan agreements resulting from deterioration in the borrower’s risk rating, the reduction in gains or remunerations, benefits granted to borrowers in renegotiations, recovery costs and other 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 exercises complete control over its net position (the difference between purchase and sale agreements) and potential future exposures from operations where there is counterparty risk. Each counterparty’s exposure to risk is treated in the same way and is part of general credit limits granted by the Organization’s to its customers. Usually, guarantees associated with this type of operation include margin deposits, which are made by the counterparty with the Organization or with other trustees, whose counterparty’s risks are also appropriately evaluated.

Credit Concession

Under the responsibility of the Credit Department, lending procedures are based on the Organization's credit policy emphasizing the security, quality and liquidity of the lending. The process is guided by the risk-management governance and complies with the rules of the Central Bank of Brazil.

The methodologies adopted value business agility and profitability, with targeted and appropriate

F-42 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

procedures oriented to the granting of credit transactions and establishment of operating limits.

In the evaluation and classification of customers or economic groups, the quantitative (economic and financial indicators) and qualitative (personal data and behaviors) aspects associated with the customers capacity to honor their obligations are considered.

All business proposals are subject to operational limits, which are included in the Loan Guidelines and Procedures. At branches, the delegation of power to grant a loan depends on its size, the total exposure to the Organization, the guarantees offered, the level of restriction and their credit risk score/rating. Business proposals with risks beyond these limits are subject to technical analysis and approval of by the Credit Department.

In its turn, the Executive Credit Committee was created to decide, within its authority, on queries about the granting of limits or loans proposed by business areas, previously analyzed and with opinion from the Credit Department. According to the size of the operations/limits proposed, this Committee, may then submit the proposal for approval by the Board of Directors, depending on the amounts involved.

Loan proposals pass through an automated system with parameters set to provide important information for the analysis, granting and subsequent monitoring of loans, minimizing the risks inherent in the operations.

There are exclusive Credit and Behavior Scoring systems for the assignment of high volume, low principal loans in the Retail segment, meant to provide speed and reliability, while standardizing the procedures for loan analysis and approval.

Business is diversified wide-spread and aimed at individuals and companies with a proven payment capacity and solvency, seeking to support them with guarantees that are adequate to the risk assumed, considering the amounts, objectives and the maturities of loan granted.

Credit Risk Rating

The credit risk assessment methodology, in addition to providing data to establish the minimum parameters for lending and risk management, also enables the definition of special Credit Rules and Procedures according to customer characteristics and size. Thus, the methodology provides the basis not only for the correct pricing of operations, but also for defining the appropriate guarantees.

The methodology used also follows the requirements established by National Monetary Council (CMN) Resolution 4,327/14 and includes analysis of social and environmental risk in projects, aimed at evaluating customers’ compliance with related laws and the Equator Principles, a set of rules that establish the minimum social and environmental criteria which must be met for lending.

In accordance with its commitment to the continuous improvement of methodologies, the credit risk rating of the Organization’s economic groups/customers uses a seventeen-level scale, in which thirteen levels represent performing loan operations, ensuring greater compliance with the requirements of the Basel Capital Accord.

Risk ratings for economic groups (legal entities) are based on standardized statistical and judgmental procedures, and on quantitative and qualitative information. Classifications are made corporately and are monitored periodically in order to preserve the quality of the credit portfolio.

Bradesco F-43

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.

In addition to the committee meetings, the area holds monthly meetings with all product and

F-44 IFRS – International Financial Reporting Standards – 2016

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
	2016	2015
Cash and balances with banks	72,554,651	72,091,764
Derivative financial instruments	16,755,442	18,870,917
Loans and advances to banks	94,845,534	35,671,727
Loans and advances to customers	392,083,873	370,323,668
Other financial assets	497,974,002	432,983,945
Total items recorded in the balance sheet ⁽¹⁾	1,074,213,502	929,942,021
Total items not recorded in the balance sheet (Note 41)	316,298,033	264,320,142
Total risk exposure	1,390,511,535	1,194,262,163

(1) Collaterals are mainly represented by: securities, properties, financial investments, sureties and guarantees.

The Organization's maximum credit risk exposure was R$ 1,390,511,535 thousand in 2016, which was an increase of 16.4% from December 2015.

Of this exposure, R$ 72,554,651 thousand, or 5.2% is related to cash and bank deposits composed mainly of funds deposited with the Central Bank of Brazil that are assessed to have low credit risk.

The “Other financial assets” item totaling R$ 497,974,002 thousand (35.8% of the total exposure), have a low credit risks as it primarily consists of Brazilian government bonds which, are recorded at their market value, represented by “Financial assets held for trading” R$ 213,139,846 thousand (2015 – R$ 159,623,449 thousand), “Financial assets available for sale” R$ 113,118,554 thousand (2015 – R$ 117,695,450 thousand) and “Investments held to maturity” recognized as amortized cost in the amount of R$ 43,002,459 thousand (2015 – R$ 40,003,560 thousand).

In 2016, items not recorded in the consolidated statement of financial position (recorded in off-balance sheet accounts) amounted to R$ 316,298,033 thousand (2015 - R$ 264,320,142 thousand), reaching a level of 22.6% (2015 – 22.1%) of total exposure.

The following provides a detailed analysis of other exposures subject to credit risk totaling R$ 503,684,849 thousand, representing 36,5% of the total exposure, including derivatives of R$ 16,755,442 thousand, loans and advances to banks of R$ 94,845,534 thousand and loans and advances to clients of R$ 392,083,873 thousand.

Derivative Financial Instruments

	R$ thousand
	December 31
	2016	2015
Traded in the stock exchange	1,068,418	5,561,772
OTC contract	15,687,024	13,309,145
Total	16,755,442	18,870,917

In relation to derivatives, 93.6% of the total, refers basically to over-the-counter contracts. Of the total of the Derivative financial instruments, 92.4% is assessed to have "low credit risk" by the Organization's internal procedures.

F-46 IFRS – International Financial Reporting Standards – 2016

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
	2016	2015
Low risk	94,845,534	35,627,580
Medium risk	-	-
High risk	-	44,147
Total	94,845,534	35,671,727

Ratings as assigned by the Organization: Low risk: Ratings AA1 – C3; Medium risk: Rating D; and High risk: Ratings E – H.

None of the loans and advances to banks are classified as pas-due or impaired. In addition, the portfolio has no debt-restructuring history.

Loans and advances to customers

The loans and advances to customers are classified as:

· Neither past due nor impaired.

· Past due but not impaired.

· Impaired, including loans and advances classified as impaired and loans and advances that are analyzed individually for loss classified as impaired.

The Organization’s loans and advances to customers are classified as “impaired” when they fall in at least one of the following situations: (a) are delinquent more than 90 days, except for housing loan operations secured by residential property (overdue more than 180 days) and/or; (b) have incurred a loss and/or; (c) have been renegotiated and/or; (d) have been reclassified as a higher risk level; and/or (e) have been subject to bankruptcy events. The internal models used by the Organization are based on client or product.

	R$ thousand
	December 31,
	2016	2015
Neither past due nor impaired (i)	337,337,152	326,363,904
Past due but not impaired (ii)	12,612,906	11,656,848
Impaired (iii)	42,133,815	32,302,916
Total loans and advances to customers	392,083,873	370,323,668
Impairment of loans and advances	(24,780,839)	(25,455,204)
Net amount	367,303,034	344,868,464

The portfolio of loans and advances to customers grew by 5.9% from 2016 to December 2015.

Bradesco F-47

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,
	2016	2015
Low risk	325,170,838	318,889,943
Medium risk	10,269,218	6,338,308
High risk	1,897,096	1,135,653
Total	337,337,152	326,363,904

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$ 337,337,152 thousand in 2016.

Of the total transactions, 96.4% were classified as low risk.

(ii) Loans and advances to customers past due but not impaired

We present below the analysis by number of days past due of the contracts for loans and advances which were not classified as being impaired in the collective analysis and those which are not impaired based on the individual analysis.

For the purpose of this analysis, an asset is considered past due and included in the following table when payment is late or is not received strictly in accordance with the contractual terms. The amount included in this category comprises the total financial asset, i.e. not only the overdue installment amount but the full contractual amount plus accrued interest.

The loans and advances to customers which are not individually material, which have not been classified as impaired are presented in this category.

The individually material loans and advances may be presented in this category when, based on the individual analysis, it is not necessary to record an individual impairment loss and, accordingly, the asset is then subject to a collective loss analysis.

	R$ thousand
	December 31,
	2016	2015
Past due up to 60 days	9,737,697	9,286,212
Past due between 61 and 90 days	2,608,305	2,241,006
Past due for more than 90 days	266,904	129,630
Total	12,612,906	11,656,848

The above table shows loans and advances, which despite being past due, do not provide indications of possible impairment. This amount represented 3.2% of the portfolio in 2016 (2015 – 3.1%).

F-48 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

(iii) Loans and advances to customers impaired

	R$ thousand
	December 31,
	2016	2015
Portfolio not yet due	17,567,703	14,185,533
Past due up to 60 days	4,067,322	2,199,703
Past due between 61 and 90 days	1,284,035	1,097,900
Past due for more than 90 days	19,214,755	14,819,780
Total	42,133,815	32,302,916

Loans and advances to customers impaired reached R$ 42,133,815 thousand and accounted for 10.7 % of the total portfolio in 2016 (2015 - 8.7%).

By type of loan category

The following table presents the loans and advances impaired by category:

	R$ thousand
	December 31,
	2016	2015
Working capital	5,940,498	6,846,091
Credit card	5,962,131	5,128,607
Personal credit	4,951,949	3,617,781
Vehicles – CDC (Direct consumer credit)	1,651,852	1,631,255
Housing loans	2,553,802	1,081,833
Financing and export	2,456,658	1,043,922
Rural loans	946,282	805,392
Onlending BNDES/Finame	1,052,671	771,581
Overdraft for individuals	882,992	651,011
Overdraft for corporates	406,296	281,176
Acquisition of assets	459,574	38,288
Others	14,869,110	10,406,039
Total	42,133,815	32,302,916

Renegotiated loans and advances

The total balance of “Loans and advances to customers impaired” includes renegotiated loans and advances to customers. Such loans contemplate extension of loan payment terms, grace periods, reductions in interest rates, and/or, in some cases, the forgiveness (write-off) of part of the loan principal amount.

Renegotiations may occur after debts are past due or when the Company has information about a significant deterioration in the client’s creditworthiness. The purpose of such renegotiations is to adapt the loan to reflect the client’s actual payment capacity.

Bradesco F-49

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

Notes to the Consolidated Financial Statements

The following table shows changes made and our analysis of our portfolio of renegotiated loans and advances to customers:

	R$ thousand
	December 31
	2016	2015
Renegotiated loans and advances at the beginning of the year	12,728,723	10,775,621
Additional renegotiated amounts, including interest	18,777,814	13,128,228
Payments received	(8,997,802)	(7,256,464)
Write-offs	(5,007,312)	(3,918,662)
Renegotiated loans and advances at the end of the year	17,501,423	12,728,723
Impairment of loans and advances	(10,346,397)	(7,547,690)
Total renegotiated loans and advances to customers, net of impairment at the end of the year	7,155,026	5,181,033

Impairment on renegotiated loans and advances as a percentage of the renegotiated portfolio	59.1%	59.3%
Total renegotiated loans and advances as a percentage of the total loan portfolio	4.5%	3.4%
Total renegotiated loans and advances as a percentage of the total loan portfolio, net of impairment	1.9%	1.5%

At the time a loan is modified, Management considers the new loan's conditions and renegotiated maturity and it is no longer considered past due. From the date of modification, renegotiated interest begins to accrue, using the effective interest rate method, taking into consideration the customer’s capacity to pay the loan based on the analysis made by Management. If the customer fails to maintain the new negotiated terms, management considers ceasing accrual from that point.

Additionally, any balances related to renegotiated loans and advances to customers that have already been written off and recorded in off-balance sheet accounts, as well as any gains from renegotiations, are recognized only when received.

Concentration of credit risk in loans and advances

	R$ thousand
	December 31
	2015	2014
Largest borrower	2.3%	2.8%
Ten largest borrowers	8.5%	9.2%
Twenty largest borrowers	12.6%	13.3%
Fifty largest borrowers	18.5%	19.5%
Hundred largest borrowers	23.0%	23.8%

All ranges presented increase in concentration in 2016 compared to 2015.

F-50 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

By Economic Activity Sector

The credit-risk concentration analysis presented below is based on the economic activity sector in which the counterpart operates.

	December 31
	2016		2015
	R$ thousand	%	R$ thousand	%
Public sector	8,813,581	2.2	10,250,375	2.8
Federal	8,813,581	2.2	10,241,594	2.8
State	-	-	8,781	-
Private sector	383,270,292	97.8	360,073,293	97.2
Individuals	170,925,871	43.6	147,859,789	39.9
Industry	68,192,198	17.4	65,158,837	17.6
Commerce	42,791,601	10.9	41,267,638	11.1
Services	97,136,221	24.8	102,629,056	27.7
Agribusiness	4,224,401	1.1	3,157,973	0.9
Total portfolio	392,083,873	100.0	370,323,668	100.0
Impairment of loans and advances	(24,780,839)	-	(25,455,204)	-
Total of net loans and advances to customers	367,303,034	-	344,868,464	-

Measurement of Credit Risk

Periodically, the Organization evaluates the existence of objective evidence of loss in the loans and advances portfolio, taking into account its historical experience of impairment losses and employing other methodologies to consider the customer' quality as well as the nature of the transaction including its guarantees for estimating the expected cash flows, which are reviewed regularly in order to constantly improve the models and to ensure that the provision is sufficient.

Initially, clients are classified as individually significant and individually non-significant. Following that initial classification, clients are evaluated on the basis of the existence of evidence of one or more objective loss events. As sometimes it may not be possible to identify a specific event that has caused a loss in the recoverable amount, the combined effects of several events are evaluated. In addition, loss events may be specific, that is, refer to only a particular client, such as payment defaults, renegotiation or bankruptcy event, or be collective and affect a group of assets as a result, for example, interest or exchange rate variations or a reduction in the activity level of one or more economic sectors.

For individually significant clients with specific objective evidences of impairment, the impairment loss is estimated by individual analysis, taking into account the future cash flows expected from each client, including the realization of guarantees associated with operations.

For individually non-significant clients with specific objective evidence of impairment, the, impairment loss is estimated using proprietary historic loss experience models which are based on observable information on the calculation date.

Clients showing no specific objective evidence of impairment losses, both individually significant and individually non-significant clients, are evaluated collectively using the Organization’s internal models based on collective parameters of loss identified and macroeconomic parameters of economic activity and default.

Bradesco F-51

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

Notes to the Consolidated Financial Statements

For collective evaluation, Probability of Default and Loss Given Default models, as well as the Loss Identification Period factor, are used.

Probability of Default (PD): determines the probability of default perceived by the Organization with respect to the customer, according to its internal evaluation model. This risk parameter is determined differently for each segment: retail models are quantitative, while wholesale models are both quantitative and qualitative (subjective).

Loss Given Default (LGD): refers to the percentage effectively lost after recovery efforts given the default of the contract, which is expressed as a percentage of exposure.

Loss Identification Period (LIP): interim period between the occurrence of the loss event in groups of collectively evaluated financial assets, significant and non significant, and its identification by the institution as being impaired.

Write-offs

Credits are written off in the consolidated statement of financial position against impairment of loans and advances when they are considered uncollectible or a permanent loss. Credit operations are normally written off when they are overdue for 180 to 360 days. Credit operations with remaining maturities of at least 36 months are normally written off when they are overdue for 360 to 540 days.

Credit Risk Mitigation

Potential credit losses are mitigated by the use of a variety of types of collateral formally stipulated through legal instruments, such as conditional sales, liens and mortgages, by guarantees such as third-party sureties or guarantees, and also by financial 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. Additionally, collateral may include commercial bonds such as invoices, checks and credit card bills. Sureties and guarantees may also include bank guarantees and letters of credit.

Credit derivatives are bilateral agreements where one of the counterparties buys hedge against credit risk of a specific financial instrument and its risk is transferred to the selling counterparty. Usually, the latter receives a linear remuneration during the transaction’s effectiveness.

In the event of default, the counterparty who purchased the hedge will be paid, the purpose of which is to compensate for the impairment losses on the underlying financial instrument. In this case, the selling counterparty receives the underlying asset in exchange for the referred payment.

On December 31, 2016, Bradesco had credit default swaps (CDS) with the following characteristics: the risk received in credit swaps whose underlying assets are “debt securities issued by companies" in the amount of R$ 114,069 thousand (R$ 136,668 thousand in 2015) and “bonds of the Brazilian public debt” in the amount of R$ 668,115 thousand and the risk transferred in credit swaps whose underlying assets are “derivatives of the Brazilian public debt” is R$ (16,296) thousand, amounting to a total net credit risk value

F-52 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

of negative R$ 765,888 thousand (R$ 136,668 thousand in 2015), with an effect on the calculation of required shareholders’ equity of negative R$ 11,977 thousand (R$ 15,033 thousand in 2015). The contracts related to credit derivatives transactions described above are due in 2021. The mark-to-market of the protection rates that remunerates the counterparty that received the risk totaled R$ (1,067) thousand (R$ 42 thousand in 2015). There were no credit events, as defined in the agreements, during the period.

Offsetting of financial assets and liabilities

According to IFRS 7, the Bradesco must also present the amounts related to financial instruments subject to master netting agreements or similar agreements, which do not meet some or all of offsetting criteria from IAS 32. Similar agreements include the Global Derivative Agreements (CGD/ISDA) and the Global Master Repurchase Agreements (GMRA).

Part of the derivative financial instruments transacted by the Bradesco in environments that are not stock exchange, are executed through contracts CGD and ISDA (International Swaps and Derivatives agreement), in Brazil and abroad.

The table below shows the offsetting of financial assets and liabilities:

	R$ thousand
	2016
	Gross 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	84,728,590	6,450	84,722,140
Derivatives	16,755,442	1,598,281	15,157,161

	R$ thousand
	2016
	Gross 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	241,978,931	6,450	241,972,481
Derivatives	13,435,678	1,598,281	11,837,397

	R$ thousand
	2015
	Gross 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	111,024,912	3,782	111,021,130
Derivatives	18,870,917	301,725	18,569,192

Bradesco F-53

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

Notes to the Consolidated Financial Statements

	R$ thousand
	2015
	Gross 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	222,291,364	3,782	222,287,582
Derivatives	19,345,729	301,725	19,044,004

3.2. Market risk

Market risk is represented by the possibility of financial loss due to fluctuating prices and interest rates of the Organization’s financial instruments, such as its asset and liability transactions that may have mismatched maturities, currencies and indexes.

Market risk is identified, measured, mitigated, controlled and reported. The Organization’s exposure to market risk profile is in line with the guidelines established by the governance process, with limits independently monitored.

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

The risk management process relies on the participation of all levels of the Organization, from the business areas to the Board of Directors.

In compliance with the best Corporate Governance practices, to preserve and strengthen the management of market risk in the Organization, as well as to meet the requirements of Resolution n^o 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 annually by the relevant Committees and by the Board of Directors itself, and provides the main guidelines for acceptance, control and management of market and liquidity risks.

In addition to the policy, the Organization has specific rules to regulate the market risk management process, as follows:

· Classification of Operations;

· Reclassification of Operations;

· Trading of Public or Private Securities;

· Use of Derivatives; and

· Hedging.

Market Risk Management Process

The market risk management process is a corporation wide process, comprising from business areas to the Board of Directors; it involves various areas, each with specific duties in the process, thereby ensuring an efficient structure. The measurement and control of market risk is conducted in a centralized and independent manner. This process permits that the Organization uses its internal market risk models to calculate regulatory capital requirements since January 2013. This process, approved by the Board of Directors, is also revised at least once a year by the Committees and the Board itself.

F-54 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

For regulatory purposes, the capital requirements relating to shares held in the Banking Portfolio are determined on a credit risk basis, as per Central Bank of Brazil resolution, ie, are not included in the market risk calculation.

Risk of Interest Rate in the Banking Portfolio

The measurement and control of the interest-rate risk in the Banking Portfolio area is based on the EVE methodology, which measures the economic impact on the positions, according to scenarios prepared by the Organization’s economists. These scenarios determine the positive and negative movements of interest rate curves that may affect Organization’s investments and capital-raising.

The EVE methodology consists of repricing the portfolio exposed to interest rate risk, taking into account the scenarios of increases or decreases of rates, by calculating the impact on present value and total term of assets and liabilities. The economic value of the portfolio is estimated on the basis of market interest rates on the analysis date and of scenarios projected. The difference between the values obtained for the portfolio will be EVE, that is, the interest-rate risk applicable to the Banking Portfolio.

To measure the Banking Portfolio interest rate risk, the premise of prepayment of loan is not used. For demand and savings deposits with undetermined maturity, their historical behaviors and the possibility of maintaining them are studied. Thus, after all the deductions from demand and savings deposits, for example, the requirements reserve held at Brazilian Central Bank, the remaining balance (free funds) is considered in accordance with the maturity flows of fixed-rate lending operations.

Financial Instrument Pricing

To adopt the best market prices related to the assessment of financial instruments’ market value, the Market and Liquidity Risk Management Executive Committee (CEGRIMEL) established the Mark-to-Market Commission (CMM), which is responsible for approving or submitting mark-to-market models to GEGRIMEL. CMM is composed of business, back-office and risk representatives. The risk area is responsible for the coordination of the Commission and for the submission the matters to the CEGRIMEL for reporting or approval, whichever is the case.

Whenever possible, the Bank uses prices and quotes from by the Securities, Commodities and Futures Exchange and the Secondary Markets. Failing to find such market references, prices made available by other sources (such as Bloomberg, Reuters and Brokerage Firms) are used. As a last resort, proprietary models are used to price the instruments, which also follow the same CMM approval procedure and are submitted to the Organization’s validation and assessment processes.

Mark-to-market criteria are periodically reviewed, according to the governance process, and may vary due to changes in market conditions, creation of new classes of instruments, establishment of new sources of data or development of models considered more appropriate.

The financial instruments to be included in the Trading Portfolio must be approved by the Treasury Executive Committee or the Product and Service Executive Committee and their pricing criteria must be defined by the CMM.

The following principles for the mark-to-market process are adopted by the Organization:

· Commitment: the Organization is committed to ensuring that the prices used reflect the market value of the operations. Should information not be found, Bradesco uses its best efforts to

F-56 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

estimate the market value of the financial instruments;

· Frequency: the formalized mark-to-market criteria are applied on a daily basis;

· Formality: the CMM is responsible for ensuring the methodological quality and the formalization of the mark-to-market criteria;

· Consistency: the process to gather and apply prices should be carried out consistently, to guarantee equal prices for the same instrument within the Organization; and

· Transparency: the methodology must be accessible by the Internal and External Audit, Independent Model Validation areas and by Regulatory Agencies.

In December 2014, the Brazilian National Monetary Council (CMN) published Resolution 4,389/14, which amended Resolution 4,277/13. These resolutions set forth the basic procedures that entities must follow in pricing financial instruments to market value and the guidelines to apply prudential adjustments to these instruments. In accordance with the above mentioned procedures, the Organization is already aligned with these resolutions’ guidelines, including applying due prudential adjustments required by the regulation.

Independent Risk Model Validation

The Organization uses models to manage and measure risks and capital, which are developed based on specialist knowledge or on statistical, economic, financial or mathematical theories, which support and facilitate the structuring of critical issues and enable standardization and fast decision-making. To identify, mitigate and control the risks of the models, represented by potential adverse consequences arising from decisions based on wrong or obsolete models, with the process of independent validation, whose main purpose is to verify if the models work in accordance with their established goals, as well as to verify if their results are suitable for the uses for which they are intended. This validation covers the aspects concerning the adequacy of processes, governance, construction of models and their assumptions, with the results being reported to the managers, the Internal Audit, the Committees of Internal Controls and Compliance and Integrated Risk Management and Capital Allocation.

Therefore, the activities carried out enable the continuous improvement of the scope of validations, which are specific to each model type and classified into five dimensions combining the qualitative and quantitative aspects.

Qualitative

· Scope of the model: scope of application of the model, which includes its goal, the type of risk addressed, companies exposed to this type of risk, portfolios, products, segments, channels, among others;

· Application of the Model: includes the definition, reasonability in the use of the model's factors, the flow and the timeliness of the information for the decision-making process;

· Technological Environment and Data Consistency: structure of systems and controls involved in the calculations performed by the model and the process in which the model is inserted. It also includes data consistency, taking into consideration the functionalities of version and access controls, backup, traceability, changes in parameters, data quality, system contingency and automated controls.

Quantitative

· Measurement System: challenge to the risk measurement procedures, both base and stress, including the definition, implementation and internal validation of the method, which

Bradesco F-57

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

Notes to the Consolidated Financial Statements

consists of methodology, assumptions, parameters, calculation routine, input data and results;

· Backtesting: statistic procedure used to assess the model by comparing the amounts estimated by the model and the amounts observed within a previously defined period. It includes methodological, formalization and utilization aspects for model improvement.

The responsibility for executing the independent validation process, that includes the analysis and the assessment of models, belongs to the Independent Model Validation Area (AVIM), which uses structures that are already implemented and settled in the Organization to avoid overlapping tasks.

Control and Follow-Up

Market risk is controlled and monitored by an independent area, the Integrated Risk Control Department, which, on a daily basis, measures the risk of outstanding positions, consolidates results and prepares reports required by the existing governance process.

In addition to daily reports, Trading Portfolio positions are discussed once a week by the Treasury Executive Committee, while Banking Portfolio positions and liquidity reports are examined every fifteen days by the Asset and Liability Management Treasury Executive Committee. At both meetings, results and risks are assessed and strategies are discussed. Both the governance process and the existing thresholds are ratified by the Integrated Risk and Capital Allocation Management Committee and submitted to approval of the Board of Directors, and they are revised at least once a year.

Should any threshold controlled by the DCIR be exceeded, the head of the business area responsible for the position is informed that threshold was reached, and the Integrated Risk and Capital Allocation Management Committee is called in timely fashion to make a decision. If the Committee decides to raise the threshold and/or maintain the positions, the Board of Directors is called to approve the new threshold or revise the position strategy.

Internal Communication

The market risk department provides daily managerial control reports on the positions to the business areas and Senior Management, in addition to weekly reports and periodic presentations to the Board of Directors.

Reporting is conducted through an alert system, which determines the addressees of risk reports as previously determined risk threshold percentage is reached; therefore, the higher the risk threshold consumption, more Senior Management members receive the reports.

Hedging and Use of Derivatives

In order to standardize the use of financial instruments as hedges of operations and the use of derivatives by the Treasury Department, the Organization created specific rules that were approved by the competent Committees.

The hedge operations executed by Bradesco’s Treasury Department must necessarily cancel or mitigate risks related to unmatched quantities, terms, currencies or indexes of the positions in the Treasury books, and must use assets and derivatives authorized to be traded in each of their books to:

F-58 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

· control and classify the operations, respecting the exposure and risk limits in effect;

· alter, modify or revert positions due to changes in the market and to operational strategies; and

· reduce or mitigate exposures to operations in inactive markets, in conditions of stress or of low liquidity.

Fair value Hedge accounting

On December 31, 2015, Bradesco constituted a hedge to protect from the market risk, using futures contracts, which generated R$ 1,406,154 thousand, for protection against the effects of the exchange rate variation of the firm commitment concerning the purchase and sale of shares agreement (Note 2 (a)), which produced an adjustment to the market value of (R$ 1,761,964 thousand). The effect of these operations, recorded in the caption derivative financial instruments, was an expense of R$ 355,810 thousand. In July 01, 2016, the hedge was settled.

Standardized and “Continuous Use” Derivatives

Organization’s Treasury Department may use standardized (traded on an exchange) and “continuous use” (traded over-the-counter) derivatives for the purpose of obtaining income or as hedges. The derivatives classified as “continuous use” are those habitually traded over-the-counter, such as vanilla swaps (interest rates, currencies, CDS – Credit Default Swap, 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 (Fair value)

	R$ thousand
	December 31
Risk Factors	2016		2015
	Assets	Liabilities	Assets	Liabilities
Fixed rate	33,026,609	13,806,553	48,582,147	3,260,337
IGP-M (General Index of market pricing) / IPCA (Consumer price index)	330,819	404,612	3,385,148	3,225,568
Forex Coupon	997,507	878,284	1,577,228	1,429,773
Foreign Currency	1,005,349	1,024,526	12,304,611	12,257,907
Sovereign / Eurobonds and Treasuries	2,301,628	906,361	10,907,639	6,095,598
Other	218,421	-	320,877	3,264
Total	37,880,333	17,020,336	77,077,650	26,272,447

Bradesco F-59

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

Notes to the Consolidated Financial Statements

VaR Internal Model –Trading Portfolio

The 1-day VaR of Trading Portfolio net of tax effects in end of 2016 was R$ 22,748 thousand, with the prefixed risk as the largest participation of the portfolio.

Risk Factors	R$ thousand
	December 31
	2016	2015
Fixed rate	20,704	16,514
IGP-M (General Index of market pricing) / IPCA (Consumer price index)	416	524
Forex Coupon	64	1,117
Foreign Currency	224	937
Sovereign/Eurobonds and Treasuries	3,230	6,468
Others	2	30
Correlation / Diversification Effect	(1,892)	(7,574)
VaR at the end of the year	22,748	18,016

Average VaR in the year	19,910	21,450
Minimum VaR in the year	9,408	4,878
Maximum VaR in the year	36,726	64,538

Note: 1-day VaR and net of tax effects.

VaR Internal Model – Regulatory Portfolio

The capital is calculated based on the Regulatory Portfolio, which comprises the Trading Portfolio and the Foreign Exchange Exposure and the Commodities Exposure of the Banking Portfolio, through the use of the normal delta VaR model. In addition, the historical simulation and the Delta–Gama–Vega models are applied to measure all risk factors to an options portfolio, whichever is the most conservative. In this model, risk value is extrapolated to the regulatory horizon⁽¹⁾ (at least ten days) by the ‘square root of time’ method. VaR and Stressed VaR shown below refer to a ten-day horizon and are net of tax effects.

	R$ mil
	December 31
Risk Factors	2016		2015
	VaR	Stressed	VaR	Stressed
Interest rate	70,231	149,043	55,695	110,807
Exchange rate	12,966	27,713	48,914	70,643
Commodity price (Commodities)	12	29	3,099	7,209
Correlation / Diversification Effect	(1,872)	(8,296)	(17,398)	(10,732)
VaR at the end of the year	81,337	168,489	90,310	177,927

Average VaR in the year	70,249	179,169	100,250	179,591
Minimum VaR in the year	38,810	83,230	26,434	72,814
Maximum VaR in the year	131,105	247,814	312,386	378,198

Note: Ten-day horizon VaR net of tax effects.

To calculate regulatory capital requirement according to the internal model, it is necessary to take into consideration the rules described by Brazilian Central Bank Circular Letters n^os 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.

(1) The maximum amount between the book’s holding period and ten days, which is the minimum regulatory horizon required by Brazilian Central Bank, is adopted.

F-60 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

VaR Internal Model – Backtesting

The risk methodology applied is continuously assessed using backtesting techniques, which compare the one-day period VaR with the hypothetic P&L, obtained from the same positions used in the VaR calculation, and with the effective P&L, also considering the intraday operations for which VaR was estimated.

The main purpose of backtesting is to monitor, validate and assess the adherence of the VaR model, and the number of exceptions that occurred must be compatible with the number of exception accepted by the statistical tests conducted and the confidence level established. Another objective is to improve the models used by the Organization, through analyses carried out with different observation periods and confidence levels, both for Total VaR and for each risk factor.

Daily hypothetical and effective P&L over the last 250 business days surpassed their respective VaR three and two times, with a confidence level of 99%.

According to the document published by the Basel Committee on Banking Supervision⁽²⁾, exceptions are classified as being due to “either bad luck or the markets did not behave as expected by the model”, i.e. volatility was significantly higher than expected and, in certain situations, the correlations differed from those forecast by the model.

Stress Analysis – Trading Portfolio

The Organization also assesses on a daily basis, the possible impacts on positions in stress scenarios for the next 20 business days, with limits established in the governance process. Thus, considering the effect of diversification between the risk factors and the tax effects, the average of the possible loss estimates in a stress situation would be R$ 198,274 thousand in 2016 (2015 – R$ 190,301 thousand), and the maximum estimated loss in the year of 2016 would be R$ 371,395 thousand (2015 – R$ 397,795 thousand).

	R$ thousand
	December 31
	2016	2015
At the end of the year	338,004	184,312
Average in the year	198,274	190,301
Minimum in the year	87,152	54,060
Maximum in the year	371,395	397,795

Note: Values net of tax effects.

Sensitivity Analysis

The Trading Portfolio is also monitored daily by sensitivity analyses that measure the effect of movements of market and price curves on our positions. Furthermore, a sensitivity analysis of the Organization’s financial exposures (Trading and Banking Portfolio) is performed on a quarterly basis, in compliance with CVM Rule n^o 475/08.

The sensitivity analyses were carried out based on the scenarios prepared for the respective dates, always taking into consideration market inputs available at the time and scenarios that would adversely impact our positions, in accordance with the scenarios below:

(2)Supervisory Framework for the use “Backtesting” in Conjunction with the Internal Models Approach to Market Risk Capital Requirements (January 1996).

Bradesco F-61

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

Notes to the Consolidated Financial Statements

Sensitivity Analysis – Trading Portfolio

		R$ thousand
		Trading Portfolio⁽¹⁾
		December 31, 2016			December 31, 2015
		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	(1,074)	(293,350)	(568,367)	(867)	(321,946)	(627,934)
Price indices	Exposures subject to the variation of the coupon rate of the price indices	(26)	(3,723)	(7,174)	(53)	(8,834)	(16,217)
Forex Coupon	Exposures subject to the variation of the coupon rate of foreign currencies	(2)	(224)	(437)	(30)	(1,312)	(2,592)
Foreign Currency	Exposures subject to the FX variation	(106)	(2,649)	(5,297)	(276)	(6,898)	(13,796)
Sovereign/ Eurobonds and Treasuries	Exposures subject to the variation of the interest rate of securities traded on the international market	(1,464)	(11,649)	(24,751)	(530)	(7,281)	(14,747)
Others	Exposures that do not match the previous definitions	-	(19)	(39)	-	(2)	(3)
Total without correlation		(2,672)	(311,614)	(606,065)	(1,756)	(346,273)	(675,289)
Total with correlation		(2,058)	(295,900)	(574,058)	(1,357)	(333,171)	(649,489)

(1) Values net of taxes.

Bradesco F-63

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

Notes to the Consolidated Financial Statements

Presented below, the Sensitivity Analysis – Trading and Banking Portfolio.

Sensitivity Analysis – Trading and Banking Portfolio

		R$ thousand
		Trading & Banking Portfolios ⁽¹⁾
		December 31, 2016			December 31, 2015
			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	(8,994)	(2,466,388)	(4,786,687)	(5,027)	(1,920,630)	(3,739,629)
Price indices	Exposures subject to the variation of the coupon rate of the price indices	(9,255)	(1,224,208)	(2,264,187)	(7,930)	(1,395,457)	(2,613,957)
Forex Coupon	Exposures subject to the variation of the coupon rate of foreign currencies	(455)	(49,446)	(93,726)	(581)	(81,873)	(150,673)
Foreign Currency	Exposures subject to the FX variation	(867)	(21,663)	(43,327)	(5,054)	(132,492)	(264,983)
Equities	Exposures subject to the variation of share prices	(14,817)	(370,420)	(740,841)	(12,054)	(301,354)	(602,707)
Sovereign/ Eurobonds and Treasuries	Exposures subject to the variation of the interest rate of securities traded on the international market	(1,786)	(15,940)	(32,801)	(1,260)	(51,310)	(101,025)
Others	Exposures that do not match the previous definitions	(1)	(28)	(55)	(454)	(11,353)	(22,706)
Total without correlation		(36,175)	(4,148,093)	(7,961,624)	(32,360)	(3,894,469)	(7,495,680)
Total with correlation		(26,893)	(3,691,157)	(7,090,253)	(17,879)	(3,218,376)	(6,181,241)

(1) Values net of taxes.

F-64 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

3.3. Liquidity risk

The Liquidity Risk is represented by the possibility of the institution not being able to efficiently meet its obligations, without affecting its daily operations and incurring significant losses, as well as the possibility of the institution not being able to trade a position at market price due to its high amount when compared to the usually traded volume or due to some market discontinuation.

The understanding and monitoring of this risk are crucial to enable the Organization to settle operations in a timely manner.

Management Process for Liquidity Risk

The management of liquidity risk is a group-wide process. This process involves several areas with specific responsibilities. The measurement and control of liquidity risk are conducted in a centralized and independent manner, including the daily monitoring of available funds, the compliance with the minimum liquidity level and the contingency plan for stress situations.

One of the objectives of the Organization’s Policy on Market and Liquidity Risk Management, approved by the Board of Directors, is to set out the rules, criteria and procedures that guarantee the establishment of the Minimum Liquidity Reserve (RML) for the Organization, as well as the strategy and action plans for liquidity crisis situations. The policy and controls established fully comply with National Monetary Council Resolution 4,090/12.

As part of the criteria and procedures approved, the Organization establishes the minimum daily liquidity reserve and the types of assets eligible to be included in the available resources. It also establishes the instruments for managing liquidity in a normal scenario and in a crisis scenario and the strategies to be implemented in each case.

Control and Monitoring

The liquidity risk management process is conducted by Bradesco’s Treasury 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.

Liquidity risk is monitored daily by the business and control areas and at the meetings of the Treasury Asset and Liability Management Executive Committee, which manages liquidity reserves, with term and currency mismatches. Monitoring is also handled by the Integrated Risk and Capital Allocation Management Committee and the Board of Directors.

In addition to the controlling and monitoring internal methodology, in October 2015 the Organization began to measure and report to BCB the Short-Term Liquidity indicator (LCR), as provided by National Monetary Council Resolution 4,401/15 of BCB Circular Letter 3,749/15.

LCR - Liquidity Coverage Ratio

The Liquidity Coverage Ratio (LCR) is designed to ensure that the Organization maintains a sufficient level of liquid assets to cover liquidity needs in an eventual stress scenario. The LCR is the ratio between the stock of High Quality Liquid Assets (HQLA) and total net cash outflow,

Bradesco F-65

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

Notes to the Consolidated Financial Statements

calculated based on a generic stress scenario. The formula below shows the main components of the indicator:

In accordance with the LCR implantation schedule, the level of the ratio between high quality liquid assets and total net cash outflows must comply with the following schedule:

Year	2016	2017	2018	As of 2019
% Required	70%	80%	90%	100%

The stress scenarios parameterization was conducted by the Regulator to capture idiosyncratic and market shocks, considering the period of thirty days. The items below show some of the shocks included in the methodology:

• the partial loss of retail and uncollateralized wholesale funding, as well as short-term funding capacity;

• the additional outflow of funds, contractually foreseen, due to the downgrading of the institution’s credit rating by up to three levels, including eventual additional collateral requirements;

• an increase in the volatility of factors that impact collateral quality or the potential future exposure of derivative positions, resulting in the application of larger collateral discounts or a call for additional collateral or in other liquidity requirements;

• withdrawals of higher than expected amounts from credit/liquidity lines granted; and

• the potential need to repurchase debt or honor non-contractual obligations in order to mitigate reputational risk.

High Quality Liquid Assets (HQLA)

HQLA are assets that maintain their market liquidity in periods of stress and that meet the minimum requirements established by the Brazilian Central Bank, such as, among others, being free of any legal impediment or restriction; suffering little or no loss in market value when converted into cash; having a low credit risk; easy and accurate pricing; and being traded in an active and important market, with little difference between the purchase and sale price, high traded volume and a large number of participants. These assets are subject to weighting factors which may reduce their value, for example in accordance with the risk rating of their issuer or the historic variation in their market price, among other requirements.

Cash Outflows and Inflows

Cash outflows are the result of a reduction in deposits and funding; the maturity of securities issued; scheduled contractual obligations for the next 30 days; margin adjustments and calls in derivative operations; the utilization/withdrawal of credit and liquidity lines granted by the Bank; and contingent cash outflows.

Cash inflows for the next thirty days correspond to the expected receipt of loans and financings; deposits; securities; and margin adjustments and easing in derivative operations.

F-66 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

The table below shows the average LCR Prudential Conglomerate ⁽¹⁾:

R$ thousand
Informatio on the Liquidity Coverage Ratio (LCR)
		December 31,
		2016
		Average Amount ⁽²⁾	Weighted Average Amount ⁽³⁾
Number of Line	High Quality Liquid Assets (HQLA)
1	Total High Quality Liquid Assets (HQLA)	-	146,652,484
Number of Line	Cash Outlows
2	Ratail funding:	227,352,567	16,702,571
3	Stable funding	140,847,861	4,225,436
4	Less stable funding	86,504,706	12,477,135
5	Non-collateralized wholesale funding:	102,652,196	49,853,686
6	Operating deposits (all counterparties) and affiliated cooperative deposits	6,226,398	192,711
7	Non-operating deposits (all counterparties)	95,809,211	49,044,388
8	Other non-collateralized wholesale funding	616,587	616,587
9	Collateralized wholesale funding	-	5,508,725
10	Additional requirements:	99,952,624	15,328,909
11	Related to exposure to derivatives and other collateral requirements	16,283,688	9,017,294
12	Related to funding losses through the issue of debt instruments	33,682	6,332
13	Related to lines of credit and liquidity	83,635,254	6,305,283
14	Other contractual obligations	29,749,147	29,749,147
15	Other contingent obligations	156,190,246	5,581,011
16	Total cash outflows	-	123,024,048
Number of Line	Cash Inflows
17	Collateralized loans	189,610,077	937,935
18	Outstanding loans whose payments are fully up-to-date	37,529,539	24,090,950
19	Other cash inflows	21,079,562	17,347,511
20	Total cash inflows	248,219,178	42,376,396
			Total Adjusted Amount ⁴
21	Total HQLA		146,652,484
22	Total net cash outflow		80,647,652
23	LCR (%)⁵		181.8%

1) For regulatory compliance purposes, the Prudential Conglomerate includes financial and similar companies;

2) Total balance of cash inflow/outlow item;

3) Total balance of cash inflow/outlow item after application of weighting factors;

4) Total balance of cash inflow/outlow item after application of weighting factors and limits; and

5) Calculated based on the simple average of the fourth quarter 2016 (3 observations).

The amount of net assets (HQLA) consists, in addition to the compulsory returns and reserves at the Brazilian Central Bank, mainly by federal government securities. These net assets resulted in R$ 146,652,484 thousand, the average of the year of 2016.

Related to the cash outflows, based on the regulatory stress scenario (item 16), about 54.0% are redemptions and non-renewals retail and wholesale funding without collateral (unsecured), as shown in item 2 and 5 of the table

Another relevant group refers to the item "Other contractual obligations" (item 14), which mainly includes the output streams of onlending operations, credit cards and trade finance.

Bradesco F-67

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

Notes to the Consolidated Financial Statements

Regarding cash inflows, corresponding to R$ 42,376,396 thousand in the middle of the year, the proceeds of loans (partial renewal) stand out, the inflows of Trade Finance operations, cash and redemptions of securities in addition to the inflow of transfer and credit card operations.

Internal Communication

In the process of liquidity risk management, reports are distributed daily to the areas involved in management and control, as well as to Management. This process includes the use of several analysis instruments to monitor liquidity, such as:

· Daily 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 lower the volume available resources concerning the minimum reserve of liquidity for stressful situations, the higher the number and echelon of Senior Management members who receive the reports.

Undiscounted cash flows of financial liabilities

The table below presents the cash flows payable for non-derivative financial liabilities, covering the remaining contractual period to maturity as from the date of the consolidated statement of financial position. The values disclosed in this table represent the undiscounted contractual cash flows.

	R$ thousand
	December 31, 2016
	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	166,104,038	18,369,626	67,893,343	57,316,125	6,602,647	316,285,779
Deposits from customers	137,186,325	9,655,017	16,460,997	87,377,222	103,507	250,783,068
Funds from securities issued	10,239,074	11,971,886	78,896,618	91,190,406	1,850,999	194,148,983
Subordinated debt	439,974	2,268,618	11,958,373	24,756,298	32,110,903	71,534,166
Other financial liabilities ⁽¹⁾	41,547,649	9,025,726	2,516,140	3,837,647	4,663,580	61,590,742
Total liabilities	355,517,060	51,290,873	177,725,471	264,477,698	45,331,636	894,342,738

F-68 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

	R$ thousand
	December 31, 2015
	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	150,331,118	20,291,509	71,326,932	65,961,025	7,919,945	315,830,529
Deposits from customers	130,723,632	5,248,961	17,115,696	56,442,974	-	209,531,263
Funds from securities issued	5,656,769	5,745,925	44,293,275	91,813,081	1,362,297	148,871,347
Subordinated debt	1,326	393	220,054	34,278,197	28,955,215	63,455,185
Other financial liabilities ⁽¹⁾	33,004,342	2,704,788	6,198,291	3,669,150	4,593,310	50,169,881
Total liabilities	319,717,187	33,991,576	139,154,248	252,164,427	42,830,767	787,858,205

(1) Include, mainly, credit card transactions, foreign exchange transactions, negotiation and intermediation of securities, finance leasing and capitalization bonds.

The assets available to meet all the obligations and cover the outstanding commitments include cash and cash equivalents, financial assets, loans and advances. Management may also cover unexpected cash outflows by selling securities and by having access to sources of additional funds, such as asset-backed-markets.

The previous table shows the undiscounted contractual cash flows of the to financial liabilities of the Organization. The cash flows that the Organization estimates for these instruments may vary significantly from those presented. For example, it is expected that demand deposits of customers will maintain a stable or increasing balance, and it is not expected that these deposits will be withdrawn immediately.

The gross cash outflows presented in the previous table refer to the undiscounted contractual cash flow related to the financial liability.

In the Organization, liquidity-risk management involves a series of controls, mainly related to the establishment of technical limits, with the ongoing evaluation of the positions assumed and the financial instruments used.

Undiscounted cash flows for derivatives

All the derivatives of the Organization are settled at net value, and include:

· Foreign currency derivatives – over-the-counter currency options, currency futures, and currency options traded on an exchange; and

· Interest rate derivatives – interest rate swaps, foward rate contracts, interest rate options, other interest rate contracts, interest rate futures traded on an exchange and interest rate options traded on an exchange.

The table below analyzes the derivative financial liabilities that will be settled at net value, grouped based on the period remaining from the reporting date to the respective maturity date. The values disclosed in the table are undiscounted cash flows.

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, 2016
	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	1,426,666	183,769	546,569	8,695,486	169,285	11,021,775
Non-deliverable forwards	1,772,919	264,887	542,923	158,670	547	2,739,946
· Purchased	212,953	256,669	534,800	150,289	547	1,155,258
· Sold	1,559,966	8,218	8,123	8,381	-	1,584,688
Premiums of options	150,945	28,342	40,154	43,217	-	262,658
Adjustment payables - future	19,164	-	-	-	-	19,164
Total of derivative liabilities	3,369,694	476,998	1,129,646	8,897,373	169,832	14,043,543

	R$ thousand
	December 31, 2015
	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	6,095,945	590,439	1,212,280	7,920,786	456,162	16,275,612
Non-deliverable forwards	2,737,511	195,041	378,029	36,575	-	3,347,156
· Purchased	18,744	14,313	13,738	708	-	47,503
· Sold	2,718,767	180,728	364,291	35,867	-	3,299,653
Premiums of options	11,614	31,967	55,803	21,551	-	120,935
Adjustment payables - future	20,614	-	-	-	-	20,614
Total of derivative liabilities	8,865,684	817,447	1,646,112	7,978,912	456,162	19,764,317

F-70 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Statement of financial position by maturities

The tables below show the financial assets and liabilities of the Organization segregated by maturities used for the management of liquidity risks, in accordance with the remaining contractual maturities on the reporting date:

	R$ thousand
	December 31, 2016
	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	Total

Assets
Cash and balances with banks	72,554,651	-	-	-	-	-	72,554,651
Financial assets held for trading	18,475,080	6,768,610	9,759,221	134,589,655	35,837,056	7,710,224	213,139,846
Financial assets available for sale	5,629,209	2,127,660	4,149,003	60,251,675	31,143,446	9,817,561	113,118,554
Investments held to maturity	-	-	-	12,932,440	30,069,588	-	43,002,028
Financial assets pledged as collateral	83,646,950	3,394,834	1,904,827	48,753,065	17,586,901	-	155,286,577
Loans and advances to banks	88,759,292	2,545,217	2,120,712	1,398,574	14,341	-	94,838,136
Loans and advances to customers	58,151,213	87,409,338	54,879,049	125,744,273	41,119,161	-	367,303,034
Other financial assets ⁽¹⁾	25,657,932	633,472	287,442	10,384,379	2,207,966	-	39,171,191
Total financial assets	352,874,327	102,879,131	73,100,254	394,054,061	157,978,459	17,527,785	1,098,414,017

Liabilities
Deposits from banks	162,977,360	63,417,792	19,850,717	50,045,413	5,371,400	-	301,662,682
Deposits from customers ⁽²⁾	137,252,829	15,331,311	9,457,530	70,641,804	64,455	-	232,747,929
Financial liabilities held for trading	12,428,599	534,525	279,662	192,649	243	-	13,435,678
Funds from securities issued	7,295,059	45,280,096	40,140,968	57,237,747	1,148,068	-	151,101,938
Subordinated debt	426,665	3,904,856	7,068,023	21,554,158	19,657,362	-	52,611,064
Insurance technical provisions and pension plans ⁽²⁾	182,739,608	3,342,339	1,306,760	28,451,293	-	-	215,840,000
Other financial liabilities ⁽³⁾	41,547,649	9,025,726	2,516,140	3,837,647	4,663,580	-	61,590,742
Total financial liabilities	544,667,769	140,836,645	80,619,800	231,960,711	30,905,108	-	1,028,990,033

Bradesco F-71

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

Notes to the Consolidated Financial Statements

	R$ thousand
	December 31, 2015
	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	Total

Assets
Cash and balances with banks	72,091,764	-	-	-	-	-	72,091,764
Financial assets held for trading	3,612,532	44,910,148	65,668,238	17,239,116	5,845,695	22,347,720	159,623,449
Financial assets available for sale	15,492,144	14,989,348	14,699,465	37,119,401	26,071,346	9,323,746	117,695,450
Investments held to maturity	1,614	310	1,080	4,692,585	35,307,971	-	40,003,560
Financial assets pledged as collateral	117,735,013	4,664,281	535,117	7,948,870	13,606,640	-	144,489,921
Loans and advances to banks	25,966,200	5,125,023	2,631,802	1,893,758	3,627	-	35,620,410
Loans and advances to customers	48,849,077	81,615,491	49,906,092	128,028,009	36,469,795	-	344,868,464
Other financial assets ⁽¹⁾	21,155,622	359,485	377,601	9,690,087	1,246,693	-	32,829,488
Total financial assets	304,903,966	151,664,086	133,819,395	206,611,826	118,551,767	31,671,466	947,222,506

Liabilities
Deposits from banks	149,715,213	65,563,266	20,681,344	51,391,187	6,552,381	-	293,903,391
Deposits from customers ⁽²⁾	130,851,646	11,850,391	9,485,648	42,322,415	-	-	194,510,100
Financial liabilities held for trading	18,666,928	381,846	198,067	98,888	-	-	19,345,729
Funds from securities issued	4,620,768	20,161,644	28,486,433	55,534,303	1,046,899	-	109,850,047
Subordinated debt	275,151	3,078	189,632	26,809,456	23,005,619	-	50,282,936
Insurance technical provisions and pension plans ⁽²⁾	141,710,109	2,787,753	940,009	25,503,069	-	-	170,940,940
Other financial liabilities ⁽³⁾	33,004,342	6,707,561	2,195,518	3,669,150	4,593,310	-	50,169,881
Total financial liabilities	478,844,157	107,455,539	62,176,651	205,328,468	35,198,209	-	889,003,024

(1) Includes mainly foreign exchange transactions, debtors for guarantee deposits and negotiation and intermediation of securities;

(2) Demand and savings deposits and insurance technical provisions and pension plans comprising VGBL and PGBL products are classified as up to 30 days, without considering average historical turnover; and

(3) Includes mainly credit card transactions, foreign exchange transactions, negotiation and intermediation of securities, finance leasing and capitalization bonds.

F-72 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

The tables below show the assets and liabilities of the Company segregated by current and non-current, on the reporting date:

	R$ thousand
	December 31, 2016
	Current	Non-current	Total
Assets
Total financial assets	528,853,712	569,560,305	1,098,414,017
Non-current assets held for sale	1,578,966	-	1,578,966
Investments in associated companies	-	7,002,778	7,002,778
Property and equipment	-	8,397,116	8,397,116
Intangible assets and goodwill	-	15,797,526	15,797,526
Taxes to be offset	3,114,609	4,608,602	7,723,211
Deferred income tax assets	-	45,116,863	45,116,863
Other assets	5,278,675	2,720,504	7,999,179
Total non-financial assets	9,972,250	83,643,389	93,615,639
Total assets	538,825,962	653,203,694	1,192,029,656

Liabilities
Total financial liabilities	766,124,214	262,865,819	1,028,990,033
Other provisions	4,293,374	13,999,035	18,292,409
Current income tax liabilities	2,130,286	-	2,130,286
Deferred income tax liabilities	36,943	1,726,005	1,762,948
Other liabilities	34,917,264	457,509	35,374,773
Total non-financial liabilities	41,377,867	16,182,549	57,560,416
Total equity	-	105,479,207	105,479,207
Total liabilities and equity	807,502,081	384,527,575	1,192,029,656

	R$ thousand
	December 31, 2015
	Current	Non-current	Total
Assets
Total financial assets	477,347,690	469,874,816	947,222,506
Non-current assets held for sale	1,247,106	-	1,247,106
Investments in associated companies	-	5,815,325	5,815,325
Property and equipment	-	5,504,435	5,504,435
Intangible assets and goodwill	-	7,409,635	7,409,635
Taxes to be offset	2,497,111	4,320,316	6,817,427
Deferred income tax assets	-	45,397,879	45,397,879
Other assets	4,896,521	2,392,688	7,289,209
Total non-financial assets	8,640,738	70,840,278	79,481,016
Total assets	485,988,428	540,715,094	1,026,703,522

Liabilities
Total financial liabilities	648,476,347	240,526,677	889,003,024
Other provisions	1,199,443	14,164,874	15,364,317
Current income tax liabilities	2,781,104	-	2,781,104
Deferred income tax liabilities	-	772,138	772,138
Other liabilities	27,197,846	670,331	27,868,177
Total non-financial liabilities	31,178,393	15,607,343	46,785,736
Total equity	-	90,914,762	90,914,762
Total liabilities and equity	679,654,740	347,048,782	1,026,703,522

Bradesco F-73

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, 2016
	Level 1	Level 2	Level 3	Fair Value
Brazilian government securities	157,346,640	3,756,680	79	161,103,399
Corporate debt and marketable equity securities	3,740,235	6,356,302	287,145	10,383,682
Bank debt securities	470,676	18,129,451	-	18,600,127
Mutual funds	4,295,403	8,378	-	4,303,781
Foreign governments securities	635,390	-	-	635,390
Brazilian sovereign bonds	1,358,025	-	-	1,358,025
Financial assets held for trading	167,846,369	28,250,811	287,224	196,384,404
Derivative financial instruments (assets)	26,632	16,728,802	8	16,755,442
Derivative financial instruments (liabilities)	-	(13,427,053)	(8,625)	(13,435,678)
Derivatives	26,632	3,301,749	(8,617)	3,319,764
Brazilian government securities	59,149,326	-	48,702	59,198,028
Corporate debt securities	2,470,652	38,431,230	1,240,826	42,142,708
Bank debt securities	1,063,157	495,886	-	1,559,043
Brazilian sovereign bonds	401,214	-	-	401,214
Marketable equity securities and other stocks	3,387,158	2,706,578	3,723,825	9,817,561
Financial assets available for sale	66,471,507	41,633,694	5,013,353	113,118,554
Brazilian government securities	61,812,995	-	-	61,812,995
Corporate debt securities	3,899,878	-	-	3,899,878
Bank debt securities	4,742,273	-	-	4,742,273
Brazilian sovereign bonds	102,841	-	-	102,841
Financial assets pledged as collateral	70,557,987	-	-	70,557,987
Total	304,902,495	73,186,254	5,291,960	383,380,709

	R$ thousand
	December 31, 2015
	Level 1	Level 2	Level 3	Fair Value
Brazilian government securities	91,024,831	2,808,135	150	93,833,116
Corporate debt and marketable equity securities	2,726	7,462,571	209,060	7,674,357
Bank debt securities	602,526	14,720,225	-	15,322,751
Mutual funds	21,711,385	-	-	21,711,385
Foreign governments securities	784,507	-	-	784,507
Brazilian sovereign bonds	1,426,416	-	-	1,426,416
Financial assets held for trading	115,552,391	24,990,931	209,210	140,752,532
Derivative financial instruments (assets)	77,357	18,793,525	35	18,870,917
Derivative financial instruments (liabilities)	-	(19,325,312)	(20,417)	(19,345,729)
Derivatives	77,357	(531,787)	(20,382)	(474,812)
Brazilian government securities	66,150,482	-	65,370	66,215,852
Corporate debt securities	4,460,456	29,657,956	1,643,401	35,761,813
Bank debt securities	3,449,165	1,193,879	-	4,643,044
Brazilian sovereign bonds	4,791	-	-	4,791
Foreign governments securities	1,746,204	-	-	1,746,204
Marketable equity securities and other stocks	2,293,172	2,654,155	4,376,419	9,323,746
Financial assets available for sale	78,104,270	33,505,990	6,085,190	117,695,450
Brazilian government securities	29,158,113	-	-	29,158,113
Corporate debt securities	2,488,929	-	-	2,488,929
Bank debt securities	1,817,967	-	-	1,817,967
Financial assets pledged as collateral	33,465,009	-	-	33,465,009
Total	227,199,027	57,965,134	6,274,018	291,438,179

Bradesco F-75

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

Notes to the Consolidated Financial Statements

Derivative Assets and Liabilities

The Organization´s derivative positions are determined using quantitative models that require the use of multiple inputs including interest rates, prices and indices to generate continuous yield or pricing curves and volatility factors. The majority of market inputs are observable and can be obtained, from BM&FBovespa (principal source) and the secondary market. Exchange traded derivatives valued using quoted prices are classified within Level 1 of the valuation hierarchy. However, few classes of derivative contracts are listed on an exchange; those that are not are classified as Level 2 or Level 3.

The yield curves are used to determine the fair value by the method of discounted cash flow, for currency swaps and swaps based on other risk factors. The fair value of futures and forward contracts is also determined based on quoted markets prices on the exchanges for exchanges-traded derivatives or using similar methodologies to those described for swaps. The fair value of options is determined using external quoted prices or mathematical models, such as Black-Scholes, using yield curves, implied volatilities and the fair value of the underlying asset. Current market prices are used to determine the implied volatilities. The majority of these models do not contain a high level of subjectivity as the methodologies used in the models do not require significant judgment and inputs to the model are readily observable from active quoted markets. Such instruments are generally classified within Level 2 of the valuation hierarchy. The fair values of derivative assets and liabilities also include adjustments for market liquidity, counterparty credit quality and other specific factors, where appropriate.

Derivatives that are valued based on mainly unobservable market parameters and that are not actively traded are classified within Level 3 of the valuation hierarchy. Level 3 derivatives include credit default swaps which have corporate debt securities as underlyings.

The table below presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years 2016 and 2015:

	R$ thousand
	Financial assets held for trading	Financial assets available for sale	Derivatives	Total
Balance on December 31, 2014	8,075,941	40,903,977	-	48,979,918
Included in the statement of income and other comprehensive income	451,287	2,494,337	-	2,945,624
Acquisitions	1,101,585	7,469,980	(20,382)	8,551,183
Sale	(2,387,864)	(5,340,777)	-	(7,728,641)
Transfer levels	(7,031,739)	(27,023,324)	-	(34,055,063)
Transfer to investments held to maturity	-	(12,419,003)	-	(12,419,003)
Balance on December 31, 2015	209,210	6,085,190	(20,382)	6,274,018
Included in the statement of income and other comprehensive income	13,155	(1,174,225)	-	(1,161,070)
Acquisitions	3,833	2,178,445	11,793	2,194,071
Sale	(7,633)	(445,173)	(28)	(452,834)
Transfer with categories	274,001	(274,001)	-	-
Transfer levels	(205,341)	(1,356,884)	-	(1,562,225)
Balance on December 31, 2016	287,224	5,013,353	(8,617)	5,291,960

In 2016, there was a transfer of securities from Level 3 to other levels of classification, mainly for level 2 in the amount R$ 1,562,225 thousand (2015 - R$ 34,055,063 thousand). The transfer refers, basically, to Corporate debt securities, which were based on the fair value obtained from

F-76 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

internal pricing models, mainly customer internal rating, began to be calculated based on observable market data (Anbima’s credit curve). In 2015, R$ 12,419,003 thousand were reclassified Certificates of real estate receivables from category “Financial assets available for sale” to the category “Investments held to maturity”, due to the change of intention of the Management.

The tables below show the gains/(losses) due to changes in fair value, including the realized and unrealized gains and losses, recorded in the consolidated statement of income for Level 3 assets and liabilities during the years 2016, 2015 and 2014:

	R$ thousand
	Year ended December 31, 2016
	Financial assets held for trading	Financial assets available for sale	Financial assets pledged as collateral	Total
Interest and similar income	16,518	207,164	-	223,682
Net trading gains/(losses) realized and unrealized	(3,363)	(1,381,389)	-	(1,384,752)
Total	13,155	(1,174,225)	-	(1,161,070)

	R$ thousand
	Year ended December 31, 2015
	Financial assets held for trading	Financial assets available for sale	Financial assets pledged as collateral	Total
Interest and similar income	440,791	1,399,443	-	1,840,234
Net trading gains/(losses) realized and unrealized	10,496	1,094,894	-	1,105,390
Total	451,287	2,494,337	-	2,945,624

	R$ thousand
	Year ended December 31, 2014
	Financial assets held for trading	Financial assets available for sale	Financial 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

The tables below show the gains/(losses) due to the changes in fair value, including the realized and unrealized gains and losses, recorded in the statement of income for Level 3 assets and liabilities, which were not settled during the years 2016, 2015 and 2014:

	R$ thousand
	Year ended December 31, 2016
	Financial assets held for trading	Financial assets pledged as collateral	Total
Net gains/(losses) due to changes in fair value	(3,363)	-	(3,363)
Total	(3,363)	-	(3,363)

Bradesco F-77

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

Notes to the Consolidated Financial Statements

	R$ thousand
	Year ended December 31, 2015
	Financial assets held for trading	Financial assets pledged as collateral	Total
Net gains/(losses) due to changes in fair value	9,420	-	9,420
Total	9,420	-	9,420

	R$ thousand
	Year ended December 31, 2014
	Financial assets held for trading	Financial 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

Sensitivity analysis for financial assets classified as Level 3

	R$ thousand
	December 31, 2016
	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	(1)	(271)	(476)	(26)	(6,205)	(11,088)
Price indices	-	-	-	(8)	(1,047)	(1,953)
Equities	-	-	-	(19,481)	(487,018)	(974,037)

(1)Values net of taxes.

	R$ thousand
	December 31, 2015
	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	-	(1)	(3)	(16)	(4,228)	(7,399)
Price indices	(69)	(10,986)	(20,489)	(350)	(58,074)	(107,165)
Equities	-	-	-	(24,141)	(603,532)	(1,207,063)

(1) Values net of taxes.

The sensitivity analyses were carried out based on the scenarios prepared for the dates shown, always taking into consideration market inputs available at the time and scenarios that would adversely impact our positions, in accordance with the scenarios below:

Scenario 1: Based on market information (BM&FBOVESPA, Anbima, etc.), stresses were applied for 1 basis point on the interest rate and 1% variation on prices. For example: for a Real/US dollar exchange rate of R$ 3.25 a scenario of R$ 3.28 was used, while for a 1-year fixed interest rate of 11.54%, a 11.55% scenario was applied;

Scenario 2: 25% stresses were determined based on market information. For example: for a Real/US dollar exchange rate of R$ 3.25 a scenario of R$ 4.06 was used, while for a 1-year fixed interest rate of 11.54%, a 14.42% scenario was applied. The scenarios for other risk factors also had 25% stresses in the respective curves or prices; and

Scenario 3: 50% stresses were determined based on market information. For example: for a Real/US dollar quote of R$ 3.25 a scenario of R$ 4.87 was used, while for a 1-year fixed interest rate of 11.54%, a 17.30% scenario was applied; The scenarios for other risk factors also had 50% stresses in the respective curves or prices.

F-78 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Financial instruments not measured at fair value

The table below summarizes the carrying amounts and the fair values of the financial assets and liabilities that were not presented in the consolidated statements of financial position at their fair value, classified using the hierarchical levels:

	R$ thousand
	December 31, 2016
	Fair Value				Carrying amount
	Level 1	Level 2	Level 3	Total	Carrying amount
Financial assets
Financial assets pledged as collateral
1. Securities purchased under agreements to resell	-	84,728,590	-	84,728,590	84,728,590
Held to maturity	32,875,426	11,379,323	-	44,254,749	43,002,028
Loans and receivables
2. Banks ⁽¹⁾	-	94,838,136	-	94,838,136	94,838,136
Customers ⁽¹⁾	-	-	362,156,027	362,156,027	367,303,034

Financial liabilities
Deposits from banks	-	-	301,497,406	301,497,406	301,662,682
Deposits from customers	-	-	232,224,796	232,224,796	232,747,929
Funds from securities issued	-	-	151,622,981	151,622,981	151,101,938
Subordinated debt	-	-	53,436,792	53,436,792	52,611,064

	R$ thousand
	December 31, 2015
	Fair Value				Carrying amount
	Level 1	Level 2	Level 3	Total	Carrying amount
Financial assets
Financial assets pledged as collateral
• Securities purchased under agreements to resell	-	111,024,912	-	111,024,912	111,024,912
Held to maturity	27,387,974	-	11,226,056	38,614,030	40,003,560
Loans and receivables
• Banks ⁽¹⁾	-	35,620,410	-	35,620,410	35,620,410
• Customers ⁽¹⁾	-	-	340,574,061	340,574,061	344,868,464

Financial liabilities
Deposits from banks	-	-	293,242,911	293,242,911	293,903,391
Deposits from customers	-	-	193,919,119	193,919,119	194,510,100
Funds from securities issued	-	-	110,005,449	110,005,449	109,850,047
Subordinated debt	-	-	49,752,718	49,752,718	50,282,936

(1) Amounts of loans and receivables are presented net of the provision for impairment losses.

Bradesco F-79

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

Notes to the Consolidated Financial Statements

Analysis of Reference Equity (PR)

Following is the detailed information on the Organization's Capital, in compliance with the Prudential Conglomerate ⁽¹⁾:

Calculation basis – Capital Adequacy Ratio ⁽¹⁾	R$ thousand
	Basel III
	December 31
	2016	2015
	Prudential
Tier I capital	78,762,886	77,506,951
Common Equity tier I	73,747,016	77,506,951
Shareholders’ equity	100,442,413	88,906,644
Minority / Other	60,615	-
Prudential adjustments ⁽¹⁾⁽²⁾	26,756,012	(11,399,693)
Additional Capital ⁽³⁾	5,015,870	-
Tier II capital	22,363,950	25,318,399
Subordinated debt	22,363,950	25,318,399
Capital (a)	101,126,836	102,825,350

- Credit risk	589,977,243	556,440,558
- Market risk	15,767,767	18,670,132
- Operational risk	50,443,507	37,106,557
Risk-weighted assets – RWA (b)	656,188,517	612,217,247
Banking Book's Interest Rate Risk	4,142,339	3,701,899
Margin (Capital Buffer) ⁽⁴⁾	28,084,702	35,481,453
Capital adequacy ratio (a / b)	15.4%	16.8%
Tier I capital	12.0%	12.7%
- Common equity	11.2%	12.7%
- Additional Capital	0.8%	-
Tier II capital	3.4%	4.1%

(1) As per January 2016, the factor applied to prudential adjustments went from 40% to 60%, according to the timeline for application of deductions of prudential adjustments, defined in Article11 of National Monetary Council Resolution n^o 4,192/13;

(2) In 2016, it includes the effects of goodwill generated in the acquisition of HSBC Brasil;

(3) In November 2016, Brazilian Central Bank authorized the use of Subordinated Letters of Credit to compose the Additional Capital – Tier I; and

(4) Real Margin = Lower (PR - PRE - Rban; PR Level I - PRE Level I - Rban; PR Main - PRE Main - Rban) - Conservation Capital.

F-82 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Breakdown of Risk-Weighted Assets (RWA)

Below is the detailed comparison of the risk-weighted assets (RWA) of the Prudential Conglomerate, regulatory approach:

RWA	R$ thousand
	December 31
	2016	2015
	Prudential
Credit risk	589,977,243	556,440,558
Risk Weight of 0%	-	-
Risk Weight of 2%	271,970	328,283
Risk Weight of 20%	10,725,736	4,518,512
Risk Weight of 35%	9,114,590	6,008,247
Risk Weight of 50%	32,434,787	10,078,977
Risk Weight of 75%	117,017,519	119,281,405
Risk Weight of 85%	144,006,730	132,933,131
Risk Weight of 100%	239,369,280	243,218,248
Risk Weight of 250%	27,655,131	29,065,106
Risk Weight of 300%	6,825,567	10,715,057
Risk Weight up to 1,250%	2,555,933	293,592
Market Risk ⁽¹⁾	15,767,767	18,670,132
Fixed-rate in Reais	10,537,134	10,701,612
Foreign Currency Coupon	7,028,051	3,479,394
Price Index Coupon	342,400	355,282
Interest Rate Coupon	13,499	-
Equities	67,392	876
Commodities	32,466	559,358
Exposure to Gold, Foreign Currencies and Exchange	4,194,380	7,850,246
Operational Risk	50,443,507	37,106,557
Corporate Finance	1,380,459	1,058,528
Trading and Sales	2,866,659	3,452,346
Retail	8,349,268	6,627,621
Commercial	20,699,277	14,447,459
Payment and Settlement	10,143,694	7,806,207
Financial Agent Services	3,465,556	2,365,768
Asset Management	3,392,327	1,250,498
Retail Brokerage	146,266	98,130
Total Risk Weighted Assets	656,188,517	612,217,247
Total Capital Requirement	64,798,616	67,343,897
Banking Portfolio's Interest Rate Risk	4,142,339	3,701,899

(1) To calculate the portion concerning Market Risk, capital requirements will be the greater between of the amount determined using the internal model and 80% of the standard model, according to Brazilian Central Bank Circular Letter 3.646/13.

Bradesco F-83

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

Notes to the Consolidated Financial Statements

Capital Sufficiency

The management of capital is aligned with the strategic planning and is forward looking, anticipating any changes in the economic and commercial environment conditions in which we operate.

The Organization’s capital management aims to ensure, in a permanently way, a capital solid composition to support the development in its activities and ensure appropriate coverage of all risks involved. The Organization maintains a managerial capital margin (buffer), which is added to the minimum regulatory requirements.

The management buffer is defined according to the leading practices and regulatory requirements, observing aspects such as additional impacts generated by stress scenarios, qualitative risks and risks not captured by the regulatory model.

The Organization considers it comfortable to maintain a Tier I Capital margin of at least 25% in relation to the minimum capital requirements in the medium and long term, pursuant to the schedule established by the Brazilian Central Bank for the full adoption of Basel III guidelines.

The Organization’s regulatory capital sufficiency can be seen by calculating the capital adequacy ratio which in this period was 15.4%, of which 12.0% and 11.2% was Tier I and Common Equity Tier I respectively. In terms of margin, the amount totaled R$ 28,084,702 thousand, which would allow for an increase of up to R$ 356,631,140 thousand in loan operations (Retail).

Since January 2015, according to the National Monetary Council’s Resolution nº 4,192/13 which deals with the methodology for calculating the ratios of Common Equity Tier 1, Tier 1 and Total Capital, the regulatory scope became the Prudential Conglomerate. From January 2016 the Prudential adjustments rose from 40% to 60% and the use of subordinated debt eligible for capital issued under the previous rules of the Basel III fell from 70% to 60% of the stock of these debts.

Capital Forecast

The capital management area (ICAAP) is responsible for making simulations and projections of the Organization’s capital, in accordance with the strategic guidelines, the impacts arising from variations and trends of the economic and business environment as well as regulatory changes. The results from the projections are submitted to the Top Management, pursuant to the governance established.

The projections present adequate levels of Principal and Level I Capital indices, considering the incorporation of net profits and the increase in prudential adjustments due to the increase of the factors established in Article 11 of National Monetary Council Resolution 4,192/13 for subsequent periods.

Simulation - Basel III

Based on Basel III rules published by Brazilian Central Bank in March and October 2013, which include the definition of capital and the expansion of risk scope and are being gradually implemented up to 2019, below is the simulation based in strategic assumptions for the Prudential Conglomerate, taking into consideration the full compliance with the rules on the reference date of December 2016, i.e., anticipating all the impacts expected throughout the implementation schedule, according to National Monetary Council Resolution nº 4,192/13.

F-84 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Asset and liability management (ALM)

The organization periodically analyzes future cash flows on assets and liabilities held in portfolio (ALM - Asset Liability Management). The method used for ALM analysis is to observe the sufficiency or insufficiency of the present value of the stream of assets in relation to the present value of the stream of liabilities, and the duration of assets in relation to that of liabilities. The aim is to verify that the situation of the portfolio of assets and liabilities is balanced in order to honor the Organization's future commitments to its participants and insured persons.

Risk management by product

Monitoring the insurance contract portfolio enables us to track and adjust premiums practiced, as well as assess the need for alterations. Other monitoring tools in use include: (i) sensitivity analysis, and (ii) algorithmic checks and corporate system notifications (underwriting, issuance and claims).

The main risks associated with property insurance

· Oscillations in the incidence, frequency and severity of the claims and the indemnifications of claims in relation to the expectations;

· Unpredictable claims arising from an isolated risk;

· Inaccurate pricing or inadequate underwriting of risks;

· Inadequate reinsurance policies or risk transfer techniques; and

· Insufficient or excessive technical provisions.

Generally the property insurance underwritten is of short duration.

The underwriting strategies and goals are adjusted by management and informed through internal guidelines and practice and procedure manuals.

The risks inherent to the main property insurance business lines are summarized as follows:

· Auto insurance includes, among other things, physical damage to the vehicle, loss of the insured vehicle and third-party liability insurance for vehicles; and

· Business, home and miscellaneous insurance includes, among other things, fire risks (fire, explosion and business interruption), natural hazards (earthquakes, storms and floods), engineering lines (explosion of boilers, breakdown of machinery and construction) and marine (cargo and hull) as well as liability insurance.

Property insurance risk management

The Organization monitors and evaluates risk exposure and undertakes the development, implementation and revision of guidelines related to underwriting, treatment of claims, reinsurance and constitution of technical provisions. The implementation of these guidelines and the management of these risks are supported by the technical departments of each risk area.

The Technical Department has developed mechanisms, e.g. risk grouping by CPF, CNPJ and risky addresses, that identify, quantify and manage accumulated exposures in order to keep them within the limits defined in the internal guidelines.

F-86 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

The main risks associated with life-insurance and private-pension plans

Life-insurance and private-pension plans are long-term in nature and, accordingly, various actuarial assumptions are used to manage and estimate the risks involved, such as: assumptions about returns on investments, mortality and persistence rates in relation to each business unit. Estimates are based on historical experience and on actuarial expectations.

The risks associated with life insurance and private pension plans include:

· Biometric risks, which includes mortality experience, adverse morbidity, longevity and disability. The mortality risk may refer to policyholders living longer than expected (longevity) or passing away before expected. This is because some products pay a lump sum if the person dies, and others pay regular amounts while the policyholder is alive;

· Policyholder’s behavior risks, which includes persistence rate experience. Low persistence rates for certain products may result in less policies/private pension plan agreements remaining contracted to help cover fixed expenses and may reduce future positive cash flows of the underwritten business. A low persistence rate may affect liquidity of products which carry a redemption benefit;

· Group life-insurance risk results from exposure to mortality and morbidity rates and to operational experience worse than expected on factors such as persistence levels and administrative expenses; and

· Some Life and Pension Plan products have pre-defined yield guarantees, and thereby face risk from changes in financial markets, returns on investments and interest rates that are managed as a part of market risk.

Life-insurance and private-pension-plan risk management

· The Organization monitors and assesses risk exposure and is responsible for developing, implementing and reviewing policies relating to underwriting, processing claims, and technical reserves for insurance purposes. Implementation of these policies and management of these risks are supported by our technical areas;

· The technical areas have developed mechanisms, such as statistical reports and performance by type 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 risk is managed through frequent monitoring of the Organization’s experience. Management has also defined rules on the management and monitoring of persistence and the implementation of specific initiatives to improve the renewal of policies that expire; and

· The risk of a high level of expenses is primarily monitored through the evaluation of the profitability of the business units and the frequent monitoring of expense levels.

Bradesco F-87

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

Notes to the Consolidated Financial Statements

The main risks associated with health insurance

· Variations in cause, frequency and severity of indemnities of claims compared to expectations;

· Unforeseen claims resulting from isolated risk;

· Incorrect pricing or inadequate subscription of risks; and

· Insufficient or overvalued technical provisions.

For individual health insurance, for which certain provisions are calculated based on expected future cash flows (difference between expected future claims and expected future premiums), there are a number of risks, in addition to those cited above, such as biometric risk, including mortality and longevity experience and the insured's behavioral risk, which covers persistency experience, as well as interest-rate risk that is managed as a part of market risk.

Management of health-insurance risk

· The Organization monitors and evaluates risk exposure and is responsible for the development, implementation and review of policies that cover subscription, treatment of claims and technical insurance provisions. The implementation of these policies and management of risks are supported by the technical areas;

· The technical areas have developed mechanisms, such as statistical reports and performance by type 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 Organization’s experience. Management has also established guidelines for the management of persistency in order to monitor and implement specific initiatives, when necessary, to improve retention of policies; and

· The risk of elevated expenses is primarily monitored through the evaluation of the profitability of business units and the frequent monitoring of expense levels.

Results of sensitivity analysis - Damages, life and health insurance and Life with Survival and Welfare Coverage and Individual Life Insurance

Some test results are shown below. For each sensibility scenario the impact is shown in the income and shareholders' equity after taxes and contributions, in a reasonable and possible change in just a single factor. We emphasize that the insurance operations are not exposed to significant currency risk.

Sensitivity factor	Description of sensitivity factor 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

F-88 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

The sensibility test for Life Insurance with Survival, Welfare Coverage and Individual Life Insurance was made considering the same bases of the LAT test with variation in the assumptions listed below:

	R$ thousand
	December 31, 2016
	Interest rate	Longevity	Conversion to income
Percentage adjustment to each assumption:	-5%	+0,002%	+ 5%
Tradicional plans (contributing period)	(135,954)	(30,376)	(32,535)
PGBL and VGBL (contributing period)	(10,266)	(1,304)	(15,788)
All plans(retirement benefit period)	(487)	(104)	-
Total	(146,707)	(31,784)	(48,323)

For damages, life and health insurance, except individual life, the table below shows increase in the events/claims were to rise 1 percentage point over the 12 months from the calculation base date.

	R$ thousand
	Gross of reinsurance		Net of reinsurance
	December 31		December 31
	2016	2015	2016	2015
Auto	(21,205)	(21,917)	(21,205)	(21,917)
RE (Elementary branch)	(10,809)	(8,359)	(9,333)	(6,410)
Life	(28,358)	(21,798)	(28,277)	(21,708)
Health	(89,907)	(80,163)	(89,907)	(80,163)

Limitations of sensitivity analysis

Sensitivity analyses show the effect of a change in an important premise while other premises remain unchanged. In real situations, premises and other factors may be correlated. It should also be noted that these sensitivities are not linear and therefore greater or lesser impacts should not be interpolated or extrapolated from these results.

Sensitivity analyses do not take account of the fact that assets and liabilities are managed and controlled. Additionally, 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.

Bradesco F-89

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

Notes to the Consolidated Financial Statements

Risk concentration

Potential exposures to the concentration of risks are monitored by management reports where the results of the contracts sold by regions and type of insurance. The table below shows risk concentration by type of insurance (except health), based on net premiums, net of reinsurance:

Net premiums written by type of insurance, net of reinsurance	R$ thousand
	December 31
	2016	2015
Auto	3,924,444	3,920,821
RE (Elementary branch)	1,593,662	1,557,301
Tradicional plans	1,499,401	1,498,935
Life insurance	6,354,034	5,280,448
VGBL	28,377,786	24,689,594
PGBL	2,386,631	2,296,243

Credit risk of insurance

Credit risk consists of the possible incurrence of losses associated with non-performance, by the borrower or counterparty, of its financial obligations according to agreed terms, as well as the fall in value of any credit agreement as a result of deterioration in the risk classification of the borrower, and other losses related to any non-performance of financial obligations by the counterparty.

Reinsurance policy

Credit risk is involved in purchasing reinsurance and insurance companies must be conservative and selective when choosing their partners Reinsurers are registered with SUSEP, and classified as local, admitted or occasional. Reinsurers classified as admitted and occasional, headquartered abroad, must meet specific minimum requirements set forth in current legislation.

The Bradesco Organization’s policy for purchasing reinsurance and approval of reinsurers are the responsibility of the executive board, observing to the minimum legal requirements and regulations, some of them aimed at minimizing the credit risk intrinsic to the operation, and considering the shareholders' equity consistent with amounts transferred.

Another important aspect of managing reinsurance operations is the fact that the Organization aims to work within its contractual capacity, thereby avoiding high credit risk.

Practically, the value of premiums transferred in reinsurance is relatively small in relation to total premiums written. However, almost all property damage portfolios, except automotive, are hedged by reinsurance which, in most cases, is a combination of proportional and non-proportional plans by risk and/or by event.

Currently, part of the treaty reinsurance contracts (proportional and non-proportional) are transferred to IRB Brasil Resseguros S.A. Some admitted reinsurers participate with lower individual percentages, but all have minimum capital and rating higher than the minimum established by the Brazilian legislation, which, in management's judgment, reduces the credit risk.

Managing credit risk

Credit-risk management in the Organization is a continuous and evolving process including the mapping, development, evaluation and diagnosis of existing models, instruments and procedures that requires a high level of discipline and control in the analysi of operations to preserve the integrity and independence of processes.

F-90 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Risk management includes monitoring exposure to credit risk of individual counterparties through their credit ratings determined by risk rating agencies.

As noted above, credit risk is managed at the corporate level using structured, independent internal procedures based on proprietary documentation and reports, duly assessed by the risk management structures of Organization, and based on the gradual deployment of internal models for the determination, measurement and calculation of capital.

Exposure to insurance credit risk

Management believes that maximum exposure to credit risk arising from premiums to be paid by insured parties is low, since, in some cases, coverage of claims may be canceled (under Brazilian regulations), if premiums are not paid by the due date. Exposure to credit risk for premium receivables differs between risks yet to be incurred and risks incurred, since there is higher exposure on incurred-risk lines for which coverage is provided in advance of payment of the insurance premium.

4) Estimates and judgments

The Organization makes estimates and judgments that affect the reported amount of assets and liabilities within the next financial year including the assets and liabilities arising from the acquisition of HSBC Brasil. All estimates and judgments required in conformity with IFRS are best estimates undertaken in accordance with the applicable standard. Such estimates and judgments are continually evaluated and based on the historical experience and a number of other factors including future event expectations, regarded as reasonable, under the current circumstances.

The estimates and judgments that have a significant risk and might have a relevant impact on the amounts of assets and liabilities within the next financial year are disclosed below. The actual results may be different from those established by these estimates and premises.

Fair value of financial instruments

Financial instruments recognized at fair value in our consolidated financial statements consist primarily of financial assets held for trading, including derivatives and financial assets classified as available for sale. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participant at the management date.

These financial instruments are categorized within a hierarchy based on the lowest level of input that is significant to the fair value measurement. For instruments classified as level 3, we have to apply a significant amount of our own judgment in arriving at the fair value measurements. We base our judgment decisions on our knowledge and observations of the markets relevant to the individual assets and liabilities, and those judgments may vary based on market conditions. In applying our judgment, we look at a range of third-party prices and transaction volumes to understand and assess the extent of market benchmarks available and the judgments or modeling required in third-party processes. Based on these factors, we determine whether the fair values are observable in active markets or whether the markets are inactive.

Imprecision in estimating unobservable market inputs can impact the amount of revenue or loss recorded for a particular position. Furthermore, while we believe our valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different

Bradesco F-91

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

Notes to the Consolidated Financial Statements

estimate of fair value on the reporting date. For a detailed discussion of the determination of fair value of financial instruments, see Note 3.4.

Impairment of financial assets available for sale

We determine that financial assets available for sale are impaired when there has been a significant or prolonged decline in the fair value below its cost (see Note 2(f)(viii)(b)). This determination of what is significant or prolonged requires judgment. In making this judgment, the Organization evaluates, among other factors, the volatility in share price, where such variations involve equity securities.

In addition, valuations are obtained through market prices or valuation models that require the use of certain assumptions or judgments to estimate fair value.

Allowance for impairment on loans and advances

Periodically, the Organization reviews its portfolio of loans and advances evaluating the estimated loss for the impairment of its operations.

The determination of the amount of the allowance for impairment, by its nature, requires judgments and uses assumptions regarding the loan portfolio, both on a portfolio basis and on an individual basis. When we review our loan portfolio as a whole, several factors can affect our estimate of the likely range of losses, including which methodology we use in measuring historical delinquency rates and what historical period we consider in making those measurements.

Additional factors that can affect our determination of the allowance for impairment include:

· General economic conditions and conditions in the relevant industry;

· Past experience with the relevant debtor or industry, including recent loss experience;

· Credit quality trends;

· Amounts of loan collateral;

· The volume, composition and growth of our loan portfolio;

· The Brazilian government's monetary policy; and

· Any delays in the receipt of information needed to evaluate loans or to confirm existing credit deterioration.

The Organization uses models to assist analysis of the loan portfolio and in determining what impairment should be made. It applies statistical loss factors and other risk indicators to loan pools with similar risk characteristics to arrive at an estimate of incurred losses in the portfolio. Although the models are frequently revised and improved, they are by nature dependent on judgment in relation to the information and estimates. In addition, the volatility of the Brazilian economy is one of the factors that may lead to greater uncertainty in our models than would be expected in more stable macroeconomic environments. Accordingly, our allowance for impairment may not be indicative of future charge-offs.

For a sensitivity analysis, we assess the impact of an increase in the probability of default (PD) on the allowance. In this assessment an increase in 10% of the PD on December 31, 2016, would have increased the allowance for impairment by R$ 499,214 thousand. This sensitivity analysis is hypothetical, and is only meant to illustrate the impact that the expectation of defaults have on determining the allowance for loan losses.

The process to determine the level of provision for losses from impairment requires estimates and the use of judgment; it is possible that actual losses presented in subsequent periods will differ from those calculated according to current estimates and assumptions.

F-92 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Impairment of goodwill

The Organization has to consider at least annually whether the current carrying value of goodwill is impaired. The first step of the process requires the identification of independent Cash-Generating Units and the allocation of goodwill to these units. The carrying amount of the CGU, including the allocated goodwill, is compared to its recoverable amount to determine whether any impairment exists. If the value in use of a cash-generating unit is less than its carrying value, goodwill will be impaired. Detailed calculations may need to be carried out taking into consideration changes in the market in which a business operates (e.g. competitive activity, regulatory change). The value in use is based upon discounting expected pre-tax cash flows at a risk-adjusted interest rate appropriate to the operating unit, the determination of both requires one to exercise one’s judgment. While forecasts are compared with actual performance and external economic data, expected cash flows naturally reflect the Organization’s view of future performance.

Income tax

The determination of the amount of our income tax liability is complex, and our assessment is related to our analysis of our deferred tax assets and liabilities and income tax payable. In general, our evaluation requires that we estimate future amounts of current and deferred taxes. Our assessment of the possibility that deferred tax assets are realized is subjective and involves assessments and assumptions that are inherently uncertain in nature. The realization of deferred tax assets is subject to changes in future tax rates and developments in our strategies. The underlying support for our assessments and assumptions could change over time as a result of unforeseen events or circumstances, affecting our determination of the amount of our tax liability.

Significant judgment is required in determining whether it is more likely than not that an income tax position will be sustained upon examination, even after the outcome of any related administrative or judicial proceedings based on technical merits. Further judgment is then required to determine the amount of benefit eligible for recognition in our consolidated financial statements.

In addition, we have monitored the interpretation of tax laws by, and decisions of, the tax authorities and Courts so that we can adjust any prior judgment of accrued income taxes. These adjustments may also result from our own income tax planning or resolution of income tax controversies, and may be material to our operating results for any given period. For additional information about income tax, see Note 17.

Technical insurance provisions

Insurance technical provisions (reserves) are liabilities representing estimates of the amounts that will become due at a future date, to or on behalf of our policyholders – see Note 2(o). Expectations of loss ratio, mortality, longevity, length of stay and interest rate are used. These assumptions are based on our experience and are periodically reviewed against industry standards to ensure actuarial credibility.

Contingent liabilities

The Provisions are regularly reviewed and constituted, where the loss is deemed probable, based on the opinion of the legal counsel, the nature of the lawsuit, similarity to previous lawsuits, complexity and the courts standing. Contingencies classified as Probable Loss are recorded in the Consolidated Statements of Financial Position under "Other Provisions".

Bradesco F-93

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

Notes to the Consolidated Financial Statements

Information by operating segment, reviewed by the Organization and corresponding to the years 2016, 2015 and 2014, is shown below:

	R$ thousand
	Year ended December 31, 2016
	Banking	Insurance, pension and capitalization bonds	Other operations ⁽¹⁾, adjustments and eliminations	Total
Net interest income	49,156,109	5,374,229	2,132,651	56,662,989
Net fee and commission income	20,696,785	651,482	(1,007,216)	20,341,051
Net gains/(losses) on financial instruments classified as held for trading	14,918,934	1,250,639	233,197	16,402,770
Net gains/(losses) on financial instruments classified as available for sale	(1,417,647)	805,051	(728,804)	(1,341,400)
Net gains/(losses) on foreign currency transactions	150,757	-	-	150,757
Net income from insurance and pension plans	-	4,155,763	-	4,155,763
Other operating income/(loss)	13,652,044	6,211,453	(495,607)	19,367,890
Impairment of loans and advances	(18,829,460)	-	3,479,182	(15,350,278)
Personnel expenses	(15,733,611)	(1,387,935)	117,763	(17,003,783)
Other administrative expenses	(14,979,689)	(1,331,349)	161,475	(16,149,563)
Depreciation and amortization	(3,786,599)	(365,656)	493,842	(3,658,413)
Other operating income/(expenses)	(14,421,152)	243,631	(173,359)	(14,004,162)
Other operating expense	(67,750,511)	(2,841,309)	4,425,621	(66,166,199)
Income before income taxes and equity in the earnings (losses) of investments in associates and joint ventures	15,754,427	9,395,855	5,055,449	30,205,731
Equity in the earnings (losses) of investments in associates and joint ventures	1,538,058	168,691	(7,024)	1,699,725
Income before income taxes	17,292,485	9,564,546	5,048,425	31,905,456
Income tax and social contribution	(7,995,420)	(3,915,822)	(2,001,488)	(13,912,730)
Net income for the year	9,297,065	5,648,724	3,046,937	17,992,726
Attributable to controlling shareholders	9,293,766	5,550,662	3,049,821	17,894,249
Attributable to non-controlling interest	3,299	98,062	(2,884)	98,477
Total assets	921,916,290	266,642,197	3,471,169	1,192,029,656
Investments in associates and joint ventures	5,512,372	1,416,617	73,789	7,002,778
Total liabilities	821,182,152	266,143,979	(775,682)	1,086,550,449

Bradesco F-95

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

Notes to the Consolidated Financial Statements

	R$ thousand
	Year ended December 31, 2015
	Banking	Insurance, pension and capitalization bonds	Other operations ⁽¹⁾, adjustments and eliminations	Total
Net interest income	46,934,849	5,973,694	2,727,499	55,636,042
Net fee and commission income	19,195,003	1,497,890	(2,872,223)	17,820,670
Net gains/(losses) on financial instruments classified as held for trading	(7,199,397)	(627,343)	(425,315)	(8,252,055)
Net gains/(losses) on financial instruments classified as available for sale	(370,947)	(353,679)	52,816	(671,810)
Net gains/(losses) on foreign currency transactions	(3,523,095)	-	-	(3,523,095)
Net income from insurance and pension plans	-	5,496,147	1,358	5,497,505
Other operating income/(loss)	(11,093,439)	4,515,125	(371,141)	(6,949,455)
Impairment of loans and advances	(16,479,985)	-	1,758,833	(14,721,152)
Personnel expenses	(13,103,515)	(1,217,211)	262,679	(14,058,047)
Other administrative expenses	(13,076,913)	(1,137,706)	492,649	(13,721,970)
Depreciation and amortization	(2,752,946)	(321,462)	132,405	(2,942,003)
Other operating income/(expenses)	(11,726,387)	(963,525)	(298,641)	(12,988,553)
Other operating expense	(57,139,746)	(3,639,904)	2,347,925	(58,431,725)
Income before income taxes and equity in the earnings (losses) of investments in associates and joint ventures	(2,103,333)	8,346,805	1,832,060	8,075,532
Equity in the earnings (losses) of investments in associates and joint ventures	1,358,047	166,865	3,139	1,528,051
Income before income taxes	(745,286)	8,513,670	1,835,199	9,603,583
Income tax and social contribution	12,621,169	(3,192,918)	(793,929)	8,634,322
Net income for the year	11,875,883	5,320,752	1,041,270	18,237,905
Attributable to controlling shareholders	11,874,609	5,215,765	1,042,532	18,132,906
Attributable to non-controlling interest	1,274	104,987	(1,262)	104,999
Total assets	894,579,942	209,789,872	(77,666,292)	1,026,703,522
Investments in associates and joint ventures	4,479,642	1,255,326	80,357	5,815,325
Total liabilities	804,576,173	188,809,573	(57,596,986)	935,788,760

F-96 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

	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
Other 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)
Other operating expense	(47,135,084)	(3,410,405)	459,173	(50,086,316)
Income before income taxes and equity in the earnings (losses) of investments in associates and joint ventures	10,095,658	7,129,637	715,680	17,940,975
Equity in the earnings (losses) of investments in associates and joint ventures	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 associates and joint ventures	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

(1) Other operation represents less than 1% of total assets/liabilities and the net income for the year. The main adjustments from the information disclosed in segments columns are related to the difference between the IFRS and the Segment Report Information as impairment for loans and advance and effective interest rate.

Our operations are substantially conducted in Brazil. Additionally, as of December 31, 2016, we have a branch in New York, one branch in Grand Cayman, and one branch in London, mainly to complement our banking services and assist in import and export operations for Brazilian customers. Moreover we also have subsidiaries abroad, namely: Banco Bradesco Argentina S.A. (Buenos Aires), Banco Bradesco Europe S.A. (Luxembourg), Bradesco North America LLC (New York), Bradesco Securities, Inc. (New York), Bram US LLC (New York), Bradesco Securities UK Limited (London), Bradesco Services Co., Ltd. (Tokyo), Cidade Capital Markets Ltd. (Grand Cayman), Bradesco Securities Hong Kong Limited (Hong Kong), Bradesco Trade Services Limited (Hong Kong) and Bradescard Mexico, Sociedad de Responsabilidad Limitada (Mexico).

No income from transactions with a single customer or counterparty abroad represented 10% of the Organization’s income in the period of 2016 and 2015.

All transactions between operating segments are conducted on an arm's length basis, with intra-segment revenue and costs being eliminated in "Other operations, adjustments and eliminations". Income and expenses directly associated with each segment are included in determining business-segment performance.

Bradesco F-97

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
	2016	2015	2014
Interest and similar income
Loans and advances to banks	8,689,348	8,349,194	8,709,828
Loans and advances to customers:
- Loan operations	69,530,396	62,472,012	54,584,854
- Leasing transactions	343,626	444,502	555,551
Financial assets:
- For trading	23,576,526	13,982,927	9,357,339
- Available for sale	11,572,618	11,629,493	9,537,105
- Held to maturity	6,514,933	5,253,616	2,870,674
Pledged as collateral	21,739,202	20,270,191	13,953,796
Compulsory deposits with the Central Bank	5,667,516	4,587,412	4,277,351
Other financial interest income	66,210	58,905	46,598
Total	147,700,375	127,048,252	103,893,096

Interest and similar expenses
Deposits from banks:
- Interbank deposits	(127,617)	(74,814)	(86,232)
- Funding in the open market	(26,767,039)	(23,509,785)	(19,161,452)
- Borrowings and onlending	(3,865,411)	(3,092,184)	(1,821,103)
Deposits from customers:
- Savings accounts	(6,712,509)	(6,450,258)	(5,440,263)
- Time deposits	(8,746,203)	(5,942,386)	(6,441,317)
Funds from securities issued	(17,124,502)	(11,570,606)	(6,689,844)
Subordinated debt	(6,298,555)	(4,669,830)	(3,787,060)
Technical insurance and pension plans	(21,395,550)	(16,102,347)	(10,420,058)
Total	(91,037,386)	(71,412,210)	(53,847,329)

Net interest income	56,662,989	55,636,042	50,045,767

F-98 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

7) Net fee and commission income

	R$ thousand
	Years ended December 31
	2016	2015	2014
Fee and commission income
Credit cards	6,251,963	5,875,029	5,479,230
Current accounts	6,030,640	4,941,947	4,015,897
Collections	1,777,515	1,573,818	1,565,709
Guarantees	1,438,409	1,265,356	1,013,082
Consortium management	1,278,753	1,040,109	880,373
Fund management	1,079,653	1,054,424	1,168,787
Underwriting	733,530	540,879	636,407
Custody and brokerage services	618,750	556,701	520,290
Collection of taxes, utility bills and similar	373,639	382,427	371,874
Other	758,235	626,183	1,108,331
Total	20,341,087	17,856,873	16,759,980

Fee and commission expenses
Financial system services	(36)	(36,203)	(20,724)
Total	(36)	(36,203)	(20,724)

Net fee and commission income	20,341,051	17,820,670	16,739,256

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

	R$ thousand
	Years ended December 31
	2016	2015	2014
Derivative financial instruments	10,887,800	(4,267,748)	(1,503,052)
Equities and investment funds	860,011	1,190,432	1,398,227
Fixed income securities	4,654,959	(5,174,739)	(1,828,178)
Total	16,402,770	(8,252,055)	(1,933,003)

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

	R$ thousand
	Years ended December 31
	2016	2015	2014
Equities ⁽¹⁾	459,223	(577,401)	(929,353)
Fixed income securities ⁽¹⁾	(1,918,595)	(346,032)	(358,321)
Dividends received	117,972	251,623	295,780
Total	(1,143,851)	(671,810)	(991,894)

(1) Includes impairment losses of R$ 2,106,107 thousand in 2016 (2015 - R$ 424,522 thousand and 2014 - R$ 1,214,770 thousand).

10) Net gains/(losses) on foreign currency transactions

Net gains and losses on foreign currency transactions primarily consists of gains or losses from currency trading and translation of monetary items from a foreign currency into the functional currency.

Bradesco F-99

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

Notes to the Consolidated Financial Statements

11) Net income from insurance and pension plans

	R$ thousand
	Years ended December 31
	2016	2015	2014
Premiums written	62,470,571	55,920,681	47,745,885
Supplemental pension plan contributions	3,679,922	3,795,219	3,724,762
Coinsurance premiums ceded	(70,862)	(88,612)	(135,728)
Premiums returned	(746,244)	(522,309)	(525,895)
Net premiums	65,333,387	59,104,979	50,809,024
Reinsurance premiums	(306,265)	(344,199)	(354,041)
Premiums retained from insurance and pension plans	65,027,122	58,760,780	50,454,983

Changes in the provision for insurance	(29,729,884)	(25,528,076)	(21,801,154)
Changes in the provision for private pension plans	(3,052,034)	(2,757,963)	(2,207,020)
Changes in the insurance technical provisions and pension plans	(32,781,918)	(28,286,039)	(24,008,174)

Reported indemnities	(24,877,804)	(21,658,594)	(18,318,200)
Claims expenses	(119,201)	(69,599)	(194,870)
Recovery of ceded coinsurance	65,285	87,053	75,128
Recovery of reinsurance	141,711	407,195	138,514
Salvage recoveries	451,930	402,718	329,868
Changes in the IBNR provision	(204,354)	(892,816)	(174,128)
Retained claims	(24,542,433)	(21,724,043)	(18,143,688)

Commissions on premiums	(2,696,002)	(1,985,426)	(1,905,332)
Recovery of commissions	29,927	21,700	21,876
Fees	(489,279)	(1,201,216)	(1,095,816)
Brokerage expenses - private pension plans	(167,654)	(188,037)	(216,557)
Changes in deferred commissions	(224,000)	99,786	304,553
Selling expenses for insurance and pension plans	(3,547,008)	(3,253,193)	(2,891,276)

Net income from insurance and pension plans	4,155,763	5,497,505	5,411,845

12) Impairment of loans and advances

	R$ thousand
	Years ended December 31
	2016	2015	2014
Loans and advances:
Impairment losses	(22,357,042)	(19,527,976)	(14,514,898)
Recovery of credits charged-off as loss	5,507,507	4,144,879	3,924,514
Reversal of impairment	1,499,257	661,945	298,998
Total	(15,350,278)	(14,721,152)	(10,291,386)

F-100 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

13) Personnel expenses

	R$ thousand
	Years ended December 31
	2016	2015	2014
Salaries	(8,236,617)	(6,369,727)	(6,051,522)
Benefits	(3,625,796)	(2,994,155)	(2,787,651)
Social charges	(2,862,067)	(2,402,112)	(2,344,062)
Employee profit sharing	(1,451,310)	(1,304,958)	(1,235,912)
Provision for labor disputes	(663,124)	(853,660)	(1,112,906)
Training	(164,869)	(133,435)	(135,586)
Total	(17,003,783)	(14,058,047)	(13,667,639)

14) Other administrative expenses

	R$ thousand
	Years ended December 31
	2016	2015	2014
Third party services	(4,871,194)	(4,139,058)	(3,906,581)
Communications	(1,653,055)	(1,427,685)	(1,383,228)
Data processing	(1,612,454)	(1,222,433)	(1,087,503)
Advertising, promotions and public relations	(1,124,659)	(963,308)	(826,462)
Maintenance and conservation of assets	(1,060,856)	(926,001)	(628,363)
Financial system	(1,047,618)	(830,199)	(772,099)
Rent	(1,027,561)	(887,412)	(838,843)
Security and surveillance	(736,547)	(606,292)	(556,705)
Transportation	(719,842)	(631,085)	(756,472)
Water, electricity and gas	(384,069)	(339,267)	(233,551)
Advances to FGC (Deposit Guarantee Association)	(355,540)	(303,094)	(308,360)
Materials	(321,509)	(315,135)	(329,489)
Travel	(174,772)	(157,723)	(147,566)
Other	(1,059,887)	(973,278)	(1,196,299)
Total	(16,149,563)	(13,721,970)	(12,971,521)

15) Depreciation and amortization

	R$ thousand
	Years ended December 31
	2016	2015	2014
Amortization expenses	(2,516,777)	(1,884,281)	(1,876,298)
Depreciation expenses	(1,141,636)	(1,057,722)	(1,056,389)
Total	(3,658,413)	(2,942,003)	(2,932,687)

Bradesco F-101

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

Notes to the Consolidated Financial Statements

16) Other operating income/(expenses)

	R$ thousand
	Years ended December 31
	2016	2015	2014
Expenses with taxes other than income tax	(6,331,651)	(4,791,754)	(3,926,682)
Legal provision	(2,927,734)	(1,439,460)	(1,267,557)
Variation in monetary liabilities	(699,719)	(597,240)	(346,369)
Income from sales of non-current assets, investments, and property and equipment, net	(467,042)	(277,232)	(362,101)
Other ⁽¹⁾	(3,578,016)	(5,882,867)	(4,320,374)
Total	(14,004,162)	(12,988,553)	(10,223,083)

(1) Includes: (i) the effect of the (additions)/reversal of provision for tax contingency in 2016 – R$ (484,227) thousand (2015 - R$ (570,835) thousand and 2014 – R$ 1,378,103 thousand); (ii) impairment losses in the amount of 2016 – R$ 31,256 thousand (2015 – R$ 207,880 thousand and 2014 – R$ 84,806 thousand); and (iii) operating expense related of insurance operation in 2016 – R$ 1,388,645 thousand (2015 - R$ 1,281,381 thousand and 2014 – R$ 1,161,567 thousand).

17) Income tax and social contribution

a) Calculation of income tax and social contribution charges

	R$ mil
	Years ended December 31
	2016	2015	2014
Income before income tax and social contribution	31,905,456	9,603,583	19,330,791
Total income tax and social contribution charges at rates of 25% and 15%, respectively ⁽¹⁾	(14,357,455)	(4,321,612)	(7,732,316)
Effect of additions and exclusions in the tax calculation:
Earnings (losses) of associates and joint ventures	764,876	687,623	555,926
Interest on equity (paid and payable)	3,139,102	2,305,695	1,438,003
Net tax credit of deferred liabilities ⁽²⁾	-	2,341,220	-
Other ⁽³⁾	(3,459,253)	7,621,396	1,824,074
Income tax and social contribution for the period	(13,912,730)	8,634,322	(3,914,313)
Effective rate	43.6%	(89.9)%	20.2%

1) Current rates: (i) 25% for income tax; (ii) of 15% for the social contribution to financial and equated companies, and of the insurance industry, and of 20%, from September 2015 to December 2018, in accordance with Law n^o 13,169/15; and (iii) of 9% for the other companies (Note 2(x));

2) In 2015, refers to, constitution of deferred tax assets, net of deferred liabilities, related to the increase in the social contribution tax rate, according to Law n^o 13,169/15; and

3) Basically, includes, (i) the exchange rate variation of assets and liabilities, derived from investments abroad; (ii) the equalization of the effective rate of social contribution in relation to the rate (45% in 2015 and 40% in 2014) shown; and (iii) the deduction incentives.

F-102 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

b) Composition of income tax and social contribution in the consolidated statement of income

	R$ thousand
	Years ended December 31
	2016	2015	2014
Current taxes:
Income tax and social contribution due	(8,852,947)	(6,075,948)	(6,959,862)
Deferred taxes:
Net Addition/(realization) of temporary differences	(4,106,008)	11,424,595	2,555,080
Use of initial balances from:
Negative social contribution losses	(647,282)	(127,214)	(347,426)
Income tax loss	(879,276)	(65,224)	(546,943)
Addition on:
Negative social contribution losses	234,730	272,793	589,644
Income tax loss	338,053	731,419	795,194
Activation of the deferred tax assets – Law Nº. 13,169/15:
Negative social contribution losses	-	422,853	-
Temporary additions	-	2,051,048	-
Total deferred tax expense	(5,059,783)	14,710,270	3,045,549
Income tax and social contribution	(13,912,730)	8,634,322	(3,914,313)

c) Deferred income tax and social contribution presented in the consolidated statement of financial position

	R$ thousand
	Balance on December 31, 2015	Balance originating from an acquired institution ⁽¹⁾	Additions	Realization	Balance on December 31, 2016
Provisions of impairment of loans and advances	22,617,097	3,938,976	12,948,736	16,493,156	23,011,653
Provision for contingencies	5,720,598	1,209,685	2,498,218	2,077,267	7,351,234
Adjustment to market value of securities	7,090,939	109,501	282,741	1,994,699	5,488,482
Others	3,511,581	440,457	3,135,635	2,406,216	4,681,457
Total tax assets on temporary differences ⁽³⁾	38,940,215	5,698,619	18,865,330	22,971,338	40,532,826
Income tax and social contribution losses in Brazil and abroad ⁽³⁾	5,761,626	787,878	572,783	1,526,558	5,595,729
Adjustment to market value of available for sale ⁽³⁾	2,704,484	32,120	393,369	2,636,805	493,168
Social contribution - MP 2,158-35 (change in tax law)	113,783	-	-	113,783	-
Total deferred tax assets ⁽²⁾	47,520,108	6,518,617	19,831,482	27,248,484	46,621,723
Deferred tax liabilities ⁽²⁾	2,894,367	3,592	1,920,479	1,550,630	3,267,808
Net deferred taxes ⁽²⁾	44,625,741	6,515,025	17,911,003	25,697,854	43,353,915

Bradesco F-103

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

Notes to the Consolidated Financial Statements

	R$ thousand
	Balance on December 31, 2014	Additions ⁽⁴⁾	Realization	Balance on December 31, 2015
Provisions of impairment of loans and advances	17,378,890	9,225,769	3,987,562	22,617,097
Provision for contingencies	4,730,342	1,917,425	927,169	5,720,598
Adjustment to market value of securities	646,522	6,641,975	197,558	7,090,939
Others	2,709,441	2,688,219	1,886,079	3,511,581
Total tax assets on temporary differences ⁽³⁾	25,465,195	20,473,388	6,998,368	38,940,215
Income tax and social contribution losses in Brazil and abroad ⁽³⁾	4,526,999	1,427,065	192,438	5,761,626
Adjustment to market value of available for sale ⁽³⁾	348,597	2,543,716	187,829	2,704,484
Social contribution - MP 2158-35 (change in tax law)	113,783	-	-	113,783
Total deferred tax assets ⁽²⁾	30,454,574	24,444,169	7,378,635	47,520,108
Deferred tax liabilities ⁽²⁾	2,874,569	948,682	928,884	2,894,367
Net deferred taxes ⁽²⁾	27,580,005	23,495,487	6,449,751	44,625,741

(1) HSBC Brasil (Note 2(a));

(2) Deferred tax assets and deferred tax liabilities are offset in the consolidated statement of financial position when related to income taxes levied by the same authority and are related to the same taxable entity. The offset in December 2016, was R$ 1,504,860 thousand (2015 – R$ 2,122,229 thousand);

(3) Deferred tax assets from financial companies and similar companies, and insurance companies were calculated considering the increase in the social contribution rate, determined by Law nº 11,727/08 and Law nº 13,169/15 (Note 2(x)). With regard to the temporary effects produced by the adoption of Law nº 13,169/15, which raised the rate of the social contribution to 20%, the respective tax credits, in September 2015, were calculated based on the expected implementation at the time; and

(4) Includes the sum of R$ 2,473,901 thousand, concerning the increase of the rate of the social contribution on the temporary additions and negative basis provisioned for completion by December 2018, based on technical studies and analyses carried out by the Management, according to Law n^o 13,169/15.

d) Expected realization of deferred tax assets on temporary differences, tax loss and negative basis of social contribution

	R$ thousand
	Temporary differences		Income tax and Social contribution losses		Total
	Income tax	Social contribution	Income tax	Social contribution	Total
2017	5,565,627	3,513,799	143,796	311,665	9,534,887
2018	6,063,462	4,299,956	774,369	607,424	11,745,211
2019	5,577,304	3,489,352	447,326	208,304	9,722,286
2020	4,581,790	2,457,208	114,751	227,996	7,381,745
2021	1,558,239	998,994	1,162,066	767,302	4,486,601
After 2022	1,396,020	1,031,075	287,344	543,386	3,257,825
Total	24,742,442	15,790,384	2,929,652	2,666,077	46,128,555

F-104 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

e) Deferred tax liabilities

	R$ thousand
	December 31
	2016	2015
Timing differences of depreciation – finance leasing	381,119	597,234
Adjustment to market values of financial assets	213,404	136,738
Judicial deposit and others ⁽¹⁾	2,673,285	2,160,395
Total	3,267,808	2,894,367

(1) Includes, in 2015, the sum of R$ 132,681 thousand, related to the increase of the social contribution rate, in accordance with Law n^o 13,169/15.

The deferred tax liabilities of companies in the financial and insurance sectors were established considering the increased social contribution rate, established by Law n^o 11,727/08 and Law n^o 13,169/15 (Note 2(x)).

f) Income tax and social contribution on adjustments recognized directly in equity

	R$ thousand
	December 31, 2016
	Before tax	Tax (expense)/ benefit	Net of tax
Financial assets recorded as available for sale	6,298,103	(2,587,076)	3,711,027
Exchange differences on translations of foreign operations	(194,566)	87,555	(107,011)
Total	6,103,537	(2,499,521)	3,604,016

	R$ thousand
	December 31, 2015
	Before tax	Tax (expense)/ benefit	Net of tax
Financial assets recorded as available for sale	(5,677,902)	2,273,982	(3,403,920)
Exchange differences on translations of foreign operations	118,485	(57,788)	60,697
Total	(5,559,417)	2,216,194	(3,343,223)

	R$ thousand
	December 31, 2014
	Before tax	Tax (expense)/ benefit	Net of tax
Financial assets recorded as available for sale	730,372	(289,194)	441,178
Exchange differences on translations of foreign operations	3,681	(1,473)	2,208
Total	734,053	(290,667)	443,386

Bradesco F-105

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

Notes to the Consolidated Financial Statements

18) Earnings per share

1. Basic earnings per share

The calculation of basic earnings per share was calculated based on the weighted average number of common and preferred shares outstanding, as shown in the calculations below:

	Years ended December 31
	2016	2015 ⁽¹⁾	2014 ⁽¹⁾
Net earnings attributable to the Organization’s common shareholders (R$ thousand)	8,542,147	8,652,905	7,302,215
Net earnings attributable to the Organization’s preferred shareholders (R$ thousand)	9,352,102	9,480,001	8,012,728
Weighted average number of common shares outstanding (thousands)	2,772,719	2,772,869	2,772,975
Weighted average number of preferred shares outstanding (thousands)	2,759,659	2,761,743	2,766,171
Basic earnings per share attributable to common shareholders of the Organization (in Reais)	3.08	3.12	2.63
Basic earnings per share attributable to preferred shareholders of the Organization (in Reais)	3.39	3.43	2.90

(1) All share amounts presented for prior periods have been adjusted to reflect the stock split approved at the Board of Directors’ Meeting of March 10, 2016, in the proportion of one new share for every 10 shares held.

2. Diluted earnings per share

Diluted earnings per share are the same as basic earnings per share since there are no potentially dilutive instruments.

19) Cash and balances with banks

a) Cash and balances with banks

	R$ thousand
	December 31
	2016	2015
Cash in local currency	12,432,290	9,215,083
Cash in foreign currency	2,085,650	8,084,654
Restricted deposits with the Brazilian Central Bank ⁽¹⁾	58,036,531	54,791,885
Others	180	142
Total	72,554,651	72,091,764

(1) Compulsory deposits with the Brazilian Central Bank refer to a minimum balance that financial institutions must maintain at the Brazilian Central Bank based on a percentage of deposits received from third parties.

b) Cash and cash equivalents

	R$ thousand
	December 31
	2016	2015
Cash in local currency	12,432,290	9,215,083
Cash in foreign currency	2,085,650	8,084,654
Short-term interbank investments ⁽¹⁾	166,712,307	129,961,555
Others	180	142
Total	181,230,427	147,261,434

(1) Refers to operations with maturity date on the effective date of investment equal to or less than 90 days and insignificant risk of change in the fair value. Of this amount, R$ 84,728,590 thousand (2015 – R$ 111,024,912 thousand) refers to reverse repurchase agreements registered as Financial assets pledged as collateral (Note 23) and R$ 81,983,717 thousand (2015 - R$ 18,936,643 thousand) as Loans and advances to banks.

F-106 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

20) Financial assets and liabilities held for trading

a) Financial assets held for trading

	R$ thousand
	December 31
	2016	2015
Financial assets
Brazilian government securities	161,103,399	93,833,116
Bank debt securities	18,600,127	15,322,751
Corporate debt and marketable equity securities	10,383,682	7,674,357
Mutual funds	4,303,781	21,711,385
Brazilian sovereign bonds	1,358,025	1,426,416
Foreign governments securities	635,390	784,507
Derivative financial instruments	16,755,442	18,870,917
Total	213,139,846	159,623,449

Maturity

	R$ thousand
	December 31
	2016	2015
Maturity of up to one year	35,002,911	114,190,918
Maturity of one to five years	134,589,655	17,239,116
Maturity of five to 10 years	29,299,698	5,121,876
Maturity of over 10 years	6,537,358	723,819
No stated maturity	7,710,224	22,347,720
Total	213,139,846	159,623,449

Financial instruments provided as collateral and classified as "held for trading”, totaled R$ 6,282,141 thousand and R$ 291,498 thousand in 2016 and December 2015, respectively, as disclosed in Note 23 "Financial assets pledged as collateral”.

The total assets held for trading pledged as a guarantee of liabilities was R$ 5,846,093 thousand (December 2015 – R$ 4,315,701 thousand).

Unrealized gains/(losses) on securities and trading securities totaled R$ (9,404,052) thousand in 2016 (2015 – R$ (7,425,562) thousand and 2014 – R$ R$ 877,798 thousand). Net variation in unrealized gains/(losses) from securities and trading securities totaled R$ (1,978,490) thousand in 2016 (2015 - R$ (8,303,360) thousand and 2014 - R$ 938,717 thousand).

b) Financial liabilities held for trading

	R$ thousand
	December 31
	2016	2015
Derivative financial instruments	13,435,678	19,345,729
Total	13,435,678	19,345,729

Bradesco F-107

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
	2016	2015	2016	2015
Futures contracts
• Interest rate futures
Purchases	111,026,397	120,562,790	9,022	75,217
Sales	94,677,587	50,489,526	(19,163)	(20,614)
• In foreign currency
Purchases ⁽¹⁾	27,399,904	34,101,616	-	-
Sales	58,690,018	41,360,434	-	-
• Others
Purchases	48,291	33,399	-	-
Sales	967	64,681	-	-

Options
• Interest rates
Purchases	5,467,042	3,840,166	260,565	169,518
Sales	4,755,788	3,638,190	(193,768)	(6,686)
• In foreign currency
Purchases	7,567,515	559,071	57,533	34,303
Sales	2,836,294	6,233,860	(62,356)	(89,633)
• Others
Purchases	27,500	28,449	2,708	4,160
Sales	-	29,345	(6,533)	(24,615)

Forward operations
• In foreign currency
Purchases	16,633,033	15,014,083	1,599,401	2,173,191
Sales	18,036,706	16,056,742	(1,088,041)	(3,215,656)
• Others
Purchases	48,911	118,120	1,586,061	12,543
Sales	1,588,245	149,969	(1,581,169)	(12,434)

Swap contracts
• Asset position
Interest rate swaps	72,297,999	91,993,544	9,799,949	5,915,951
Currency swaps	7,276,143	33,543,125	3,645,707	10,485,772
• Liability position
Interest rate swaps	36,746,464	60,797,118	(3,718,282)	(15,499,869)
Currency swaps	14,201,872	11,531,242	(6,766,366)	(476,222)

(1) Includes, on December 31, 2015, the hedging of the firm commitment concerning the purchase and sale of shares agreement, to the sum of R$ 20,250,293 thousand.

Swaps are contracts of interest rates, foreign currency and cross currency and interest rates in which payments of interest or the principal or in one or two different currencies are exchanged for a contractual period. The risks of swap contracts refer to the potential inability or unwillingness of the counterparties to comply with the contractual terms and the risk associated with changes in market conditions due to changes in the interest rates and the currency exchange rates.

The interest rate and currency futures and the forward contracts of interest rates call for subsequent delivery of an instrument at a specific price or specific profitability. The reference values constitute a

Bradesco F-109

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

Notes to the Consolidated Financial Statements

nominal value of the respective instrument whose variations in price are settled daily. The credit risk associated with futures contracts is minimized due to these daily settlements. Futures contracts are also subject to risk of changes in interest rates or in the value of the respective instruments.

The Organization has the following economic hedging operations, however, as mentioned in Note 2(f)(iii), these do not qualify for hedge accounting:

Fair-value hedge of interest-rate risk

The Organization uses interest-rate swaps to protect its exposure to changes in the fair value of its fixed income issuances and certain loans and advances. The interest rate swaps are matched with specific issuances or fixed-income loans.

Cash-flow hedge of debt securities issued in foreign currency

The Organization uses interest-rate swaps in foreign currencies to protect itself against exchange and interest-rate risks arising from the issuance of floating rate debt securities denominated in foreign currencies. The cash flows of foreign-currency interest-rate swaps are compatible with the cash flows of the floating rate debt securities.

Market risk hedge

The gains and losses, realized or not, of the financial instruments classified in this category, are recorded in the Statement of Income.

Hedge of net foreign investments

The Organization uses a combination of forward exchange contracts and foreign currency denominated debt to mitigate the exchange-rate risk of its net investments in subsidiaries abroad.

The fair value of forward contracts used to protect the net investments in foreign subsidiaries is shown in the previous table. Foreign currency denominated debts used to protect net investments of the Organization in subsidiaries abroad act as a natural hedge of the foreign currency risk and are included in funds from securities issuances (Note 33).

Other derivatives designated as hedges

The Organization uses this category of instruments to manage its exposure to currency, interest rate, equity market and credit risks. Instruments used include interest-rate swaps, interest-rate swaps in foreign currency, forward contracts, futures, options, credit swaps and stock swaps. The fair value of these derivatives is shown in the previous table.

Unobservable gains on initial recognition

When the valuation depends on unobservable data any initial gain or loss on financial instruments is deferred over the life of the contract or until the instrument is redeemed, transferred, sold or the fair value becomes observable. All derivatives which are part of the hedge relationships are valued on the basis of observable market data.

The reference and/or contractual values do not reflect the actual risk assumed by the Organization, since the net position of these financial instruments arises from compensation and/or combination thereof. The net position is used by the Organization especially to protect interest rates, the price of

F-110 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

the underlying assets or exchange risk. The result of these financial instruments is recognized in “Net gains and losses of financial assets held for trading”, in the consolidated statement of income.

21) Financial assets available for sale

	R$ thousand
	Amortized cost	Gross unrealized gains	Gross unrealized losses	Fair value
Brazilian government securities	58,484,065	1,323,156	(609,193)	59,198,028
Corporate debt securities	43,821,686	1,011,275	(2,690,253)	42,142,708
Bank debt securities	1,626,211	121,745	(188,913)	1,559,043
Brazilian sovereign bonds	395,626	7,319	(1,731)	401,214
Marketable equity securities and other stocks	9,966,872	389,291	(538,602)	9,817,561
Balance on December 31, 2016	114,294,460	2,852,786	(4,028,692)	113,118,554

Brazilian government securities	67,605,104	313,941	(1,703,193)	66,215,852
Corporate debt securities	37,760,971	1,400,982	(3,400,140)	35,761,813
Bank debt securities	5,472,115	254,892	(1,083,963)	4,643,044
Brazilian sovereign bonds	4,661	130	-	4,791
Foreign governments securities	1,824,108	-	(77,904)	1,746,204
Marketable equity securities and other stocks	9,247,367	206,664	(130,285)	9,323,746
Balance on December 31, 2015	121,914,326	2,176,609	(6,395,485)	117,695,450

Maturity

	R$ thousand
	December 31, 2016		December 31, 2015
	Amortized cost	Fair value	Amortized cost	Fair value
Due within one year	12,690,168	11,905,872	45,540,511	45,180,957
From 1 to 5 years	60,071,806	60,251,675	38,118,029	37,119,401
From 5 to 10 years	19,677,065	18,994,970	19,665,723	17,599,486
Over 10 years	11,888,549	12,148,476	9,342,696	8,471,860
No stated maturity	9,966,872	9,817,561	9,247,367	9,323,746
Total	114,294,460	113,118,554	121,914,326	117,695,450

Financial instruments pledged as collateral and classified as available for sale, totaled R$ 64,275,415 thousand and R$ 33,173,511 thousand in 2016 and 2015, respectively, as disclosed in Note 23 "Financial Assets Pledged as Collateral".

In 2016, the Organization maintained a total of R$ 5,517,516 thousand (2015 – R$ 2,635,422 thousand) financial assets available for sale pledged as a guarantee for liabilities.

We have applied our policy for impairment testing described in Note 2(f)(viii)(b) and in 2016 there was objective evidence of loss registered in financial assets available for sale in the amount of R$ 2,106,107 thousand in 2016 (2015 - R$ 424,522 thousand and 2014 - R$ 1,214,770 thousand), included in Note 9.

Bradesco F-111

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

Notes to the Consolidated Financial Statements

22) Investments held to maturity

	R$ thousand
	Amortized cost	Gross unrealized gains	Gross unrealized losses	Fair value
Securities :
Brazilian government securities	30,241,947	2,918,273	(306,566)	32,853,654
Corporate debt securities	12,739,187	28,750	(1,388,614)	11,379,323
Brazilian sovereign bonds	20,894	878	-	21,772
Balance on December 31, 2016	43,002,028	2,947,901	(1,695,180)	44,254,749

Securities:
Brazilian government securities	27,405,022	2,051,127	(2,111,684)	27,344,465
Corporate debt securities	12,557,446	1,476	(1,332,866)	11,226,056
Brazilian sovereign bonds	41,092	2,417	-	43,509
Balance on December 31, 2015	40,003,560	2,055,020	(3,444,550)	38,614,030

Maturity

	R$ thousand
	December 31, 2016		December 31, 2015
	Amortized cost	Fair value	Amortized cost	Fair value
Due within one year	-	-	3,004	3,010
From 1 to 5 years	12,932,440	13,133,746	4,692,585	4,762,495
From 5 to 10 years	3,068,980	2,905,497	10,343,614	10,943,658
Over 10 years	27,000,608	28,215,506	24,964,357	22,904,867
Total	43,002,028	44,254,749	40,003,560	38,614,030

Financial instruments pledged as collateral and classified as held to maturity, totaled R$ 431 thousand in 2016, as disclosed in Note 23 "Assets Pledged as Collateral".

In 2016, the Organization maintained a total of R$ 1,825 thousand as investments held to maturity pledged as a guarantee for liabilities.

F-112 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

23) Financial assets pledged as collateral

	R$ thousand
	December 31
	2016	2015
Held for trading	6,282,141	291,498
Brazilian government securities	6,282,141	291,498
Available for sale ⁽¹⁾	64,275,415	33,173,511
Brazilian government securities	55,530,423	28,866,615
Corporate debt securities	3,899,878	2,488,929
Bank debt securities	4,742,273	1,817,967
Brazilian sovereign bonds	102,841	-
Held to maturity	431	-
Brazilian government securities	431	-
Loans and advances to banks	84,728,590	111,024,912
Securities purchased under agreements to resell ⁽²⁾	84,728,590	111,024,912
Total	155,286,577	144,489,921

(1) In 2016, includes unrealized gains of R$ 2,052,366 thousand (2015 - R$ 568,202 thousand) and unrealized losses of R$ 1,443,642 thousand (2015 - R$ 3,214,523 thousand): and

(2) Refers to reverse repurchase agreements in which the underlying security has subsequently been sold in a separate repurchase agreement.

Collateral is a conditional commitment to ensure that the contractual clauses of a repurchase agreements are complied with. In these agreements, the amount of R$ 147,673,043 thousand (2015 – R$ 139,446,192 thousand) may be repledged and R$ 7,613,534 thousand (2015 – R$ 5,043,729 thousand), sold or repledged.

24) Loans and advances to banks

	R$ thousand
	December 31
	2016	2015
Repurchase agreements	85,178,146	29,633,112
Loans to financial institutions	9,667,388	6,038,615
Impairment of loans and advances	(7,398)	(51,317)
Total	94,838,136	35,620,410

Bradesco F-113

25) Loans and advances to customers

(1) Includes in 2016 R$ 38,804,196 thousand related to payroll loans (2015 – R$ 34,564,935 thousand).

Loans and advances to customers include the following finance lease receivables.

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
Company	Total shareholding interest	Shareholding interest with voting rights	Investment book value	Equity in net income (loss)	Associates and joint ventures current assets	Associates and joint ventures non - current assets	Associates and joint ventures current liabilities	Associates and joint ventures non - current liabilities	Revenue ⁽¹⁾	Associates and joint ventures net income (loss) for the year
Cielo S.A.	30.06%	30.06%	4,108,743	1,204,520	13,699,378	10,654,621	15,004,712	-	392,167	4,007,233
IRB - Brasil Resseguros S.A.^{(2) (3)}	20.51%	-	662,460	132,668	8,484,793	5,828,133	10,238,221	844,876	3,185	646,823
Fleury S.A. ⁽⁶⁾	16.39%	16.39%	651,906	17,506	1,343,162	2,021,981	429,411	1,166,607	2,045,898	106,829
Aquarius Participações S.A. ⁽⁷⁾	49.00%	49.00%	263,632	73,640	150,233	538,267	150,474	-	-	150,286
Haitong Banco de Investimento do Brasil S.A. ⁽⁴⁾	20.00%	20.00%	127,922	1,596	8,187,596	493,325	8,041,309	-	4,243,442	7,980
Cia. Brasileira de Gestão e Serviços S.A.	41.85%	41.85%	102,251	18,517	247,475	109,390	44,890	-	22,642	44,246
Tecnologia Bancária S.A.	24.32%	24.32%	98,543	71,232	193,546	1,117,398	499,341	406,459	686,800	292,862
NCR Brasil Indústria de Equipamentos para Automação S.A.	49.00%	49.00%	73,789	(7,024)	171,823	27,780	111,755	-	330,985	(14,335)
Empresa Brasileira de Solda Elétrica S.A. ^{(2) (9)}	-	-	-	3,168	-	-	-	-	-	-
Total investments in associates			6,089,246	1,515,823	32,478,006	20,790,895	34,520,113	2,417,942	7,725,119	5,241,924

Elo Participações S.A.	50.01%	50.01%	849,355	198,457	352,179	1,596,527	107,627	-	18,879	396,835
Crediare S.A. – Crédito, Financiamento e Investimento	50.00%	50.00%	64,174	8,721	443,978	3,883	317,298	-	164,026	17,442
MPO - Processadora de Pagamentos Móveis S.A.	50.00%	50.00%	3	(49)	3,538	-	3,532	-	256	(98)
Leader S.A. Adm. de Cartões de Crédito ^{(2) (8)}	-	-	-	(23,227)	-	-	-	-	-	-
Total investments in joint ventures			913,532	183,902	799,695	1,600,410	428,457	-	183,161	414,179
Total on December 31, 2016			7,002,778	1,699,725	33,277,701	22,391,305	34,948,570	2,417,942	7,908,280	5,656,103

F-116 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Company	R$ thousand
Company	Total shareholding interest	Shareholding interest with voting rights	Investment book value	Equity in net income (loss)	Associates and joint ventures current assets	Associates and joint ventures non - current assets	Associates and joint ventures current liabilities	Associates and joint ventures non - current liabilities	Revenue ⁽¹⁾	Associates and joint ventures net income (loss) for the year
Cielo S.A.	30.06%	30.06%	3,302,071	1,043,743	13,755,540	10,806,140	8,199,287	9,696,767	239,386	3,472,355
IRB - Brasil Resseguros S.A^{. (2) (3)}	20.51%	-	658,949	138,165	8,922	5,768	10,639	785	3,144	673,650
Fleury S.A. ⁽⁶⁾	16.39%	16.39%	512,642	6,262	1,124,788	268,829	299,033	1,408,157	1,845	38,206
Fidelity Processadora S.A. ⁽⁷⁾	49.00%	49.00%	254,785	68,312	450,267	402,702	332,997	-	19,546	139,412
Haitong Banco de Investimento do Brasil S.A. ⁽⁴⁾	20.00%	20.00%	130,248	(5,377)	7,227,947	563,950	7,140,656	-	13,834,551	(26,886)
Cia. Brasileira de Gestão e Serviços S.A.	41.85%	41.85%	83,735	17,660	203,030	93,487	35,986	1,590	13,247	42,197
NCR Brasil S.A. ⁽²⁾	49.00%	49.00%	80,357	7,101	206,315	27,146	134,533	-	71,177	14,492
Empresa Brasileira de Solda Elétrica S.A. ⁽²⁾	49.00%	49.00%	33,954	(5,769)	101,151	48,161	47,519	32,499	115,874	(11,774)
Integritas Participações S.A^{. (2) (5)}	-	-	-	4,778	10,647	741,803	2,534	4,066	828	18,983
Total investments in associates			5,056,741	1,274,875	23,088,607	12,957,986	16,203,184	11,143,864	14,299,598	4,360,635

Elo Participações S.A.	50.01%	50.01%	686,951	243,073	223,332	1,438,988	144,169	15	14,669	486,049
Crediare S.A. – Crédito, Financiamento e Investimento	50.00%	50.00%	65,030	10,400	439,594	4,301	312,036	-	158,124	20,800
Leader S.A. Adm. de Cartões de Crédito ⁽²⁾⁽⁸⁾	50.00%	50.00%	6,551	716	380,801	11,362	379,061	-	313,065	1,432
MPO - Processadora de Pagamentos Móveis S.A.	50.00%	50.00%	52	(1,013)	2,920	278	3,095	-	1,790	(2,026)
Total investments in joint ventures			758,584	253,176	1,046,647	1,454,929	838,361	15	487,648	506,255
Total on December 31, 2015			5,815,325	1,528,051	24,135,254	14,412,915	17,041,545	11,143,879	14,787,246	4,866,890

Bradesco F-117

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

Notes to the Consolidated Financial Statements

Company	R$ thousand
Company	Total shareholding interest	Shareholding interest with voting rights	Investment book value	Equity in net income (loss)	Associates and joint ventures current assets	Associates and joint ventures non - current assets	Associates and joint ventures current liabilities	Associates and joint ventures non - current liabilities	Revenue ⁽¹⁾	Associates and joint ventures net income (loss) for the year
Cielo S.A.	28.65%	28.65%	1,696,088	924,699	14,455,453	3,700,636	11,210,112	2,449,806	15,859	3,227,769
IRB - Brasil Resseguros S.A^{. (2) (3)}	20.51%	-	618,527	148,874	8,669	4,263	9,082	835	2,265	725,859
Integritas Participações S.A^{. (2)}	25.17%	25.17%	492,242	7,883	4,181	777,833	2,508	4,687	218	31,316
Fidelity Processadora S.A.	49.00%	49.00%	258,535	66,759	413,646	425,747	311,769	-	27,819	136,243
Haitong Banco de Investimento do Brasil S.A. ⁽⁴⁾	20.00%	20.00%	138,002	10,891	5,479,267	448,147	5,237,405	-	16,212,154	54,456
NCR Brasil S.A. ⁽²⁾	49.00%	49.00%	71,576	1,295	178,730	20,714	118,407	-	32,692	2,642
Cia. Brasileira de Gestão e Serviços S.A.	41.85%	41.85%	66,076	9,279	159,217	70,289	26,600	1,079	10,518	22,173
Empresa Brasileira de Solda Elétrica S.A. ⁽²⁾	49.00%	49.00%	39,723	14,246	154,312	50,101	84,219	39,127	437,607	29,074
Total investments in associates			3,380,769	1,183,926	20,853,475	5,497,730	17,000,102	2,495,534	16,739,132	4,229,532

Elo Participações S.A.	50.01%	50.01%	515,035	186,009	211,917	1,052,697	88,441	-	443	371,943
Crediare S.A. – Crédito, Financiamento e Investimento	50.00%	50.00%	66,845	13,785	363,233	68,434	297,978	-	147,364	27,570
Leader S.A. Adm. de Cartões de Crédito ⁽²⁾⁽⁸⁾	50.00%	50.00%	20,817	16,075	366,606	9,723	334,694	-	294,547	32,150
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	956,912	1,130,854	735,638	-	442,354	411,706
Total on December 31, 2014			3,983,780	1,389,816	21,810,387	6,628,584	17,735,740	2,495,534	17,181,486	4,641,238

(1) Revenues from financial intermediation or services;

(2) Companies for which the equity accounting adjustments are calculated using statements of financial position and statements of income with lag in relation to the reporting date of these consolidated financial statements;

(3) Bradesco has a board member at IRB-Brasil with voting rights, which results in significant influence;

(4) New denomination of BES Investimento do Brasil S.A.;

(5) Partial spin-off in October, 2015;

(6) Participation in Fleury S.A. (i) due to the partial spin-off of Integritas Participações S.A. and, (ii) recorded using equity method as Bradesco has significant influence due its paticipation on the Board of the Directors and other committes;

(7) In January 2016, Aquarius Participações S.A. was endowed with the contribution of the investment of Fidelity Processadora e Serviços S.A.;

(8) In April 2016, it was consolidated after acquisition of 50% of the company; and

(9) In 2016, impairment losses were recognized in associates and joint control companies, in the amount of R$37,122 thousand, on the investment in EBSE – Empresa Brasileira de Solda Elétrica S.A.

F-118 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

In 2016, with the exception of Cielo S.A., the other investments mentioned in the table above were not traded regularly on any stock exchange. The market value of our investment in Cielo, was R$ 18,980,026 thousand (2015 - R$ 19,049,214 thousand). The Organization does not have any contingent liability for investments in Associates, in which it is responsible for, in part or in full.

b. Changes in associates

	R$ thousand
	2016	2015
Initial balances	5,815,325	3,983,780
Additions ⁽¹⁾	376,434	1,469,011
Spin-off of associates ⁽²⁾	-	(497,339)
Transfer ⁽³⁾	(166,294)	-
Equity in net income of associates	1,699,725	1,528,051
Dividends/Interest on capital	(685,290)	(668,178)
Impairment ⁽⁴⁾	(37,122)	-
At the end of the year	7,002,778	5,815,325

(1)
In 2016, there was a capital increase in Cia. Leader S.A. Administradora de Cartões de Crédito (2015, acquisition of equity interest (i) in Cielo S.A.; in Fleury S.A., due to the partial spin-off of Integritas Participações S.A).;

(2)
Partial spin-off of Integritas Participações S.A. occurred in October, 2015;

(3)
In 2016, Cia. Leader S.A. Administradora de Cartões de Crédito´s investment was consolidated after acquisition of 50% of the company; and

(4)
In 2016, impairment losses were recognized in associates and joint control companies, in the amount of R$ 37,122 thousand, on the investment in EBSE – Empresa Brasileira de Solda Elétrica S.A.

28) Property and equipment

a) Composition of property and equipment by class

		R$ thousand
	Annual rate of depreciation	Cost	Accumulated depreciation	Net
Buildings	4%	2,153,351	(454,426)	1,698,925
Land	-	1,027,535	-	1,027,535
Installations, properties and equipment for use	10%	5,187,160	(2,314,715)	2,872,445
Security and communications systems	10%	325,835	(192,974)	132,861
Data processing systems	20%	3,504,229	(2,067,981)	1,436,248
Transportation systems	20%	86,639	(40,034)	46,605
Financial leasing of data processing systems	20%	3,229,513	(2,047,016)	1,182,497
Balance on December 31, 2015		15,514,262	(7,117,146)	8,397,116

Buildings	4%	1,006,849	(424,247)	582,602
Land	-	448,020	-	448,020
Installations, properties and equipment for use	10%	5,032,082	(2,243,752)	2,788,330
Security and communications systems	10%	234,836	(175,750)	59,086
Data processing systems	20%	2,883,391	(1,841,408)	1,041,983
Transportation systems	20%	108,430	(38,193)	70,237
Financial leasing of data processing systems	20%	2,475,136	(1,960,959)	514,177
Balance on December 31, 2015		12,188,744	(6,684,309)	5,504,435

Depreciation charges in 2016 amounted to R$ 1,141,636 thousand (2015 - R$ 1,057,722 thousand and 2014 - R$ 1,056,389 thousand).

Bradesco F-119

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, 2015	582,602	448,020	2,788,330	59,086	1,556,160	70,237	5,504,435
Balance originating from an acquired institution ⁽²⁾	752,619	586,971	320,949	77,196	60,065		1,797,800
Additions	81,809	897	974,089	22,721	1,696,318	3,487	2,779,321
Write offs	(30,341)	(8,353)	(402,316)	(4,804)	(62,386)	(1,627)	(509,827)
Impairment	-	-	-	-	(20,543)	(12,434)	(32,977)
Depreciation	(30,179)	-	(466,192)	(21,338)	(610,869)	(13,058)	(1,141,636)
Transfer	342,415	-	(342,415)	-	-	-	-
Balance on December 31, 2016	1,698,925	1,027,535	2,872,445	132,861	2,618,745	46,605	8,397,116

Balance on December 31, 2014	527,825	493,079	2,205,104	47,722	1,381,574	45,214	4,700,518
Additions	90,053	54,838	1,088,506	48,451	857,527	42,174	2,181,549
Write offs	(24,922)	(99,897)	(106,959)	(6,086)	(63,452)	(408)	(301,724)
Impairment	-	-	-	(13,183)	-	(5,003)	(18,186)
Depreciation	(10,354)	-	(398,321)	(17,818)	(619,489)	(11,740)	(1,057,722)
Balance on December 31, 2015	582,602	448,020	2,788,330	59,086	1,556,160	70,237	5,504,435

(1) Includes financial leasing of data processing systems; and

(2) HSBC Brasil.

Bradesco F-121

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

Notes to the Consolidated Financial Statements

29) Intangible assets and goodwill

a) Change in intangible assets and goodwill by class

	R$ thousand
	Goodwill	Intangible assets
	Goodwill	Acquisition of financial service rights ⁽¹⁾	Software ⁽¹⁾	Customer portfolio ⁽¹⁾	Others ⁽¹⁾	Total
Balance on December 31, 2015	723,526	2,260,033	3,639,825	709,463	76,788	7,409,635
Balance originating from an acquired institution ⁽²⁾	4,221,787	264,349	288,826	3,993,743	4,840	8,773,545
Additions/(reductions)	-	930,190	1,284,041	-	129,266	2,343,497
Impairment ⁽³⁾	-	-	(212,374)	-	-	(212,374)
Amortization	-	(951,115)	(1,055,074)	(344,283)	(166,305)	(2,516,777)
Balance on December 31, 2016	4,945,313	2,503,457	3,945,244	4,358,923	44,589	15,797,526

Balance on December 31, 2014	723,526	2,025,940	3,603,798	751,923	424,728	7,529,915
Additions/(reductions)	-	1,126,370	835,301	-	10,210	1,971,881
Impairment ⁽³⁾	-	-	-	-	(207,880)	(207,880)
Amortization	-	(892,277)	(799,274)	(42,460)	(150,270)	(1,884,281)
Balance on December 31, 2015	723,526	2,260,033	3,639,825	709,463	76,788	7,409,635

(1) Rate of amortization: acquisition of banking rights - in accordance with contract agreement; software – 20%; Customer portfolio – up to 20%; and others – 20%;

(2) HSBC Brasil; and

(3) Impairment losses were recognized in the consolidated statement of income, within “Other operating income/(expenses)”.

F-122 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

b) Composition of goodwill by segment

	R$ thousand
	December 31
	2016	2015
Banking	4,651,347	429,560
Insurance, pension and capitalization bonds	293,966	293,966
Total	4,945,313	723,526

The Cash Generation Units allocated to the banking segment and the insurance, pension and capitalization bonds segment are tested annually for impairment of goodwill. We did not incur any goodwill impairment losses in 2016, nor in 2015 nor in 2014. Regarding the recent acquisition of HSBC Brasil, detailed in Note 2(a), there was no impairment test for the period.

The recoverable amount from the Banking Segment has been determined based on a value-in-use calculation. The calculation uses cash-flow predictions based on financial budgets approved by management, with a terminal growth rate of 7.6% p.a. (8.2% p.a. in 2015). The forecast cash flows have been discounted at a rate of 12.9% p.a. (15.4% p.a. in 2015).

The key assumptions described above may change as economic and market conditions change. The Organization estimates that reasonably possible changes in these assumptions within the current economic environment are not expected to cause the recoverable amount of either unit to decline below the carrying amount.

30) Other assets

	R$ thousand
	December 31
	2016	2015
Foreign exchange transactions ⁽¹⁾⁽⁴⁾	17,455,821	14,260,780
Debtors for guarantee deposits ⁽²⁾⁽⁴⁾	16,372,044	12,482,898
Negotiation and intermediation of securities⁽⁴⁾	1,954,484	2,866,779
Trade and credit receivables⁽⁴⁾	1,813,144	1,978,001
Deferred acquisition cost (insurance) – Note 35f	1,750,244	1,945,238
Sundry borrowers	2,781,206	1,917,864
Prepaid expenses	1,324,362	1,418,030
Income receivable⁽⁴⁾	1,575,698	1,241,028
Interbank and interbranch receivables	949,730	934,684
Others ⁽³⁾	1,193,637	1,073,395
Total	47,170,370	40,118,697

(1) Mainly refers to purchases in foreign currency made by the institution on behalf of customers and rights in the institution’s domestic currency, resulting from exchange sale operations;

(2) Refers to deposits resulting from legal or contractual requirements, including guarantees provided in cash, such as those made for the filing of appeals in departments or courts and those made to guarantee services of any nature;

(3) Includes basically trade and credit receivables, material supplies, other advances and payments to be reimbursed; and

(4) Financial assets are recorded at amortized cost.

Bradesco F-123

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

Notes to the Consolidated Financial Statements

31) Deposits from banks

Financial liabilities called “Deposits from banks” are initially measured at fair value and, subsequently, at amortized cost, using the effective interest rate method.

Composition by nature

	R$ thousand
	December 31
	2016	2015
Demand deposits	898,877	807,695
Interbank deposits	588,872	466,448
Repurchase agreements	241,978,931	222,291,364
Borrowings	22,165,415	28,236,838
Onlending	36,030,587	42,101,046
Total	301,662,682	293,903,391

32) Deposits from customers

Financial liabilities called “Deposits from customers” are initially measured at fair value and subsequently at amortized cost, using the effective interest rate method.

Composition by nature

	R$ thousand
	December 31
	2016	2015
Demand deposits	32,521,234	23,012,068
Savings deposits	97,088,828	91,878,765
Time deposits	103,137,867	79,619,267
Total	232,747,929	194,510,100

33) Funds from securities issued

a) Composition by type of security issued and location

	R$ thousand
	December 31
	2016	2015
Instruments Issued – Brazil:
Real estate credit notes	26,955,574	20,223,220
Agribusiness notes	9,116,292	7,642,250
Financial notes	108,512,908	71,691,563
Subtotal	144,584,774	99,557,033
Securities and bonds – Abroad:
Euronotes ⁽¹⁾	2,785,654	6,204,942
Securities issued through securitization – (item (b))	3,286,342	3,575,729
Subtotal	6,071,996	9,780,671
Structured operations certificates	445,168	512,343
Grand Total	151,101,938	109,850,047

(1) Issuance of securities in the foreign market to fund customers’ foreign exchange operations, export pre-financing, import financing and working capital financing, substantially in the medium and long terms.

F-124 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

b) Securities issued through securitization

Since 2003, the Organization uses certain arrangements to optimize its activities of funding and liquidity management by means of an Specific Purpose Entity (SPE). This SPE, which is called International Diversified Payment Rights Company, is financed with long-term bonds which are settled with the future cash flow of the corresponding assets, basically comprising current and future flow of payment orders sent by individuals and legal entities abroad to beneficiaries in Brazil for whom Bradesco acts as payor.

The long-term instruments issued by the SPE and sold to investors will be settled with funds from the payment orders flows. The Organization is required to redeem the instruments in specific cases of default or upon closing of the operations of the SPE.

The funds deriving from the sale of current and future payment orders flows, received by the SPE, must be maintained in a specific bank account until they reach a given minimum level.

We show below the amounts of the securities issued by the SPE, which appear in the “Funding from issuance of securities” line item:

	R$ thousand
	Date of Issue	Amount of the transaction	Maturity	December 31
	Date of Issue	Amount of the transaction	Maturity	2016	2015
Securitization of the future flow of payment orders received from abroad	3.06.2008	836,000	5.22.2017	87,183	532,436
	12.19.2008	1,168,500	2.20.2019	698,551	1,277,663
	12.17.2009	133,673	2.20.2017⁽¹⁾	-	66,812
	12.17.2009	89,115	2.20.2020	74,487	121,015
	8.20.2010	307,948	8.21.2017	60,938	223,185
	9.29.2010	170,530	8.21.2017	34,810	127,445
	11.16.2011	88,860	11.20.2018	60,989	116,875
	11.16.2011	133,290	11.22.2021	177,095	261,230
	12.23.2015	390,480	11.21.2022	348,110	424,060
	12.23.2015	390,480	11.20.2020	348,662	425,008
	2.02.2016	889,725	2.22.2021	872,710	-
	3.30.2016	533,835	2.22.2021	522,807	-
Total		5,132,436		3,286,342	3,575,729

(1) Prepaid.

Bradesco F-125

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

Notes to the Consolidated Financial Statements

34) Subordinated debt

Maturity	Original term in years	Amount of the transaction	R$ thousand
			December 31
			2016	2015
In Brazil:
Subordinated CDB:
2016 (1)	6	-	-	1,129
2019	10	20,000	56,200	48,919
Financial notes:
2016 (1)	6	80,879	-	194,398
2017	6	8,630,999	11,075,463	10,479,463
2018	6	8,262,799	9,875,551	9,449,037
2019	6	21,858	33,402	29,859
2017	7	40,100	95,872	84,064
2018	7	141,050	293,357	256,191
2019	7	3,172,835	3,423,463	3,366,282
2020	7	1,700	2,612	2,351
2022 (2)	7	4,305,011	5,050,633	4,393,265
2023 (4)	7	1,359,452	1,522,243	-
2018	8	50,000	112,038	97,531
2019	8	12,735	25,212	22,230
2020	8	28,556	49,498	43,541
2021	8	1,236	1,896	1,710
2023 (2)	8	1,706,846	2,015,625	1,733,383
2024 (4)	8	136,695	143,415	-
2021	9	7,000	11,813	10,214
2024 (2)	9	4,924	5,806	4,977
2025 (4)	9	400,944	417,641	-
2021	10	19,200	37,191	32,823
2022	10	54,143	91,314	81,225
2023	10	688,064	1,011,423	921,434
2025 (2)	10	284,137	342,886	293,445
2026 (4)	10	361,196	392,886	-
2026 (2)	11	3,400	4,001	3,432
2027 (4)	11	47,046	48,566	-
perpetual (3)	-	5,000,000	5,015,870	5,016,437
CDB pegged to loans:
2016 (1)	1	-	-	1,160
Subtotal in Brazil			41,155,877	36,568,500
Abroad:
2019	10	1,333,575	2,482,631	2,972,627
2021	11	2,766,650	5,333,373	6,385,622
2022	11	1,886,720	3,639,183	4,356,187
Subtotal Abroad			11,455,187	13,714,436
Overall total (5)			52,611,064	50,282,936

(1) Subordinated debt transactions that matured in 2016;

(2) New issues of financial letters in October, November and December 2015, referring to subordinate debts;

(3) New issues of financial letters in December 2015, referring to subordinate debts, were recorded under the heading "Eligible Debt Capital Instruments", which in November 2016 were authorized by Central Bank of Brazil to compose the tier I capital;

(4) New issues of financial letters from January to December 2016, referring to subordinate debts were recorded under the heading "Eligible Debt Capital Instruments"; and

(5) It includes the amount of R$ 14,959,571 thousand, referring to subordinate debts recorded in “Eligible Debt Capital Instruments”.

F-126 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

35) Insurance technical provisions and pension plans

a) Technical provisions by account

	R$ thousand
	Insurance ⁽¹⁾		Life and Pension ⁽²⁾⁽³⁾		Total
	December 31		December 31		December 31
	2016	2015	2016	2015	2016	2015
Current and long-term liabilities
Mathematical provision for benefits to be granted	912,764	854,988	184,594,055	143,706,977	185,506,819	144,561,965
Mathematical provision for benefits granted	210,855	187,100	8,989,482	7,747,615	9,200,337	7,934,715
IBNR (Incurred But Not Reported) provision	2,770,507	2,453,085	1,264,115	1,107,026	4,034,622	3,560,111
Provision for unearned premiums	4,265,155	4,206,014	574,544	362,409	4,839,699	4,568,423
Provision for insurance claims to be settled	4,645,468	4,194,758	1,682,147	1,430,291	6,327,615	5,625,049
Provision for financial surplus	-	-	554,505	506,504	554,505	506,504
Other technical provisions	2,048,355	1,429,936	3,328,048	2,754,237	5,376,403	4,184,173
Total provisions	14,853,104	13,325,881	200,986,896	157,615,059	215,840,000	170,940,940

1) “Other technical provisions” - Insurance basically refers to the technical provisions of the “personal health” portfolio;

2) Includes personal insurance and pension plans; and

3) “Other reserves” - Life and Pension Plan mainly includes the “Reserve for redemption and other amounts to be settled”, “Reserve for related expenses”.

Bradesco F-127

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

Notes to the Consolidated Financial Statements

b) Technical provisions by product

	R$ thousand
	Insurance		Life and Pension		Total
	December 31		December 31		December 31
	2016	2015	2016	2015	2016	2015
Health	8,559,137	7,040,435	-	-	8,559,137	7,040,435
Auto / Liability Insurance	3,126,232	3,175,873	-	-	3,126,232	3,175,873
DPVAT (Personal Injury Caused by Automotive Vehicles)	471,288	331,996	2,944	3,437	474,232	335,433
Life	-	-	9,336,759	7,636,428	9,336,759	7,636,428
Elementary lines (property/casualty)	2,696,447	2,777,577	-	-	2,696,447	2,777,577
Free Benefits Generating Plan - PGBL	-	-	32,605,459	24,844,503	32,605,459	24,844,503
Free Benefits Generating Life - VGBL	-	-	138,670,739	106,248,597	138,670,739	106,248,597
Traditional plans	-	-	20,370,995	18,882,094	20,370,995	18,882,094
Total technical provisions	14,853,104	13,325,881	200,986,896	157,615,059	215,840,000	170,940,940

c) Technical provisions by aggregated products

	R$ thousand
	December 31
	2016	2015
Insurance – Vehicle, Elementary Lines, Life and Health	24,192,807	20,965,746
Insurance – Life with Survival Coverage (VGBL)	138,670,739	106,248,597
Pensions – PGBL and Traditional Plans	45,557,528	36,848,112
Pensions – Risk Traditional Plans	7,418,926	6,878,485
Total	215,840,000	170,940,940

F-128 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

d) Changes in the insurance and pension technical provisions

(i) Insurance – Vehicle, General, Life, Health and Pension (Risk on Traditional Plans)

	R$ thousand
	Years ended December 31
	2016	2015
At the beginning of the year	27,844,231	25,020,979
(-) DPVAT insurance	(333,699)	(245,411)
Subtotal at beginning of the year	27,510,532	24,775,568
Additions, net of reversals	28,700,765	24,199,584
Payment of claims, benefits and redemptions	(26,449,844)	(23,061,771)
Adjustment for inflation and interest	1,376,701	1,597,151
Subtotal at end of the period	31,138,154	27,510,532
(+) DPVAT insurance	473,579	333,699
Total at the Year-End	31,611,733	27,844,231

(ii) Insurance – Life with Survival Coverage (VGBL)

	R$ thousand
	Years ended December 31
	2016	2015
At the beginning of the year	106,248,597	87,144,950
Receipt of premiums net of fees	35,824,651	24,568,993
Payment of benefits	(47,379)	(26,704)
Payment of redemptions	(16,674,828)	(14,393,788)
Adjustment for inflation and interest	14,660,738	9,987,082
Others	(1,341,040)	(1,031,936)
Total at the Year-End	138,670,739	106,248,597

(iii) Pensions – PGBL and Traditional Plans

	R$ thousand
	Years ended December 31
	2016	2015
At the beginning of the year	36,848,112	34,393,291
Receipt of contributions net of fees	7,412,759	2,427,913
Payment of benefits	(696,056)	(573,307)
Payment of redemptions	(2,438,351)	(2,123,360)
Adjustment for inflation and interest	4,808,394	3,893,897
Others	(377,330)	(1,170,322)
Total at the Year-End	45,557,528	36,848,112

Bradesco F-129

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

Notes to the Consolidated Financial Statements

e) Guarantees for the technical provisions

	R$ thousand
	Insurance		Life and Pension		Total
	December 31		December 31		December 31
	2016	2015	2016	2015	2016	2015
Total technical reserves	14,853,104	13,325,881	200,986,896	157,615,059	215,840,000	170,940,940
(-) Commercialization surcharge – extended warranty	(237,104)	(287,330)	-	-	(237,104)	(287,330)
(-) Portion corresponding to contracted reinsurance	(947,159)	(934,252)	(41,191)	(32,094)	(988,350)	(966,346)
(-) Deposits retained at IRB and court deposits	(16)	(2,318)	-	-	(16)	(2,318)
(-) Receivables	(1,068,329)	(934,747)	-	-	(1,068,329)	(934,747)
(-) Unearned premium reserve - Health insurance ⁽¹⁾	(1,182,152)	(1,089,006)	-	-	(1,182,152)	(1,089,006)
(-) Reserves from DPVAT agréments	(465,568)	(325,149)	-	-	(465,568)	(325,149)
To be insured	10,952,776	9,753,079	200,945,705	157,582,965	211,898,481	167,336,044

Investment fund quotas (VGBL and PGBL) ⁽²⁾	-	-	168,337,785	128,864,259	168,337,785	128,864,259
Investment fund quotas (excluding VGBL and PGBL)	7,164,637	6,018,361	23,273,027	18,159,359	30,437,664	24,177,720
Government securities	5,882,012	5,488,115	14,187,009	13,078,481	20,069,021	18,566,596
Private securities	93,287	106,660	169,440	176,214	262,727	282,874
Equities	2,325	1,911	1,728,856	1,123,289	1,731,181	1,125,200
Total guarantees of technical reserves	13,142,261	11,615,047	207,696,117	161,401,602	220,838,378	173,016,649

(1) In accordance with Article 4 of ANS Resolution n° 392/15; and

(2) The “VGBL” and “PGBL” mutual funds were consolidated in the consolidated financial statements.

F-130 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Insurance, Vehicle/RCF and Elementary Lines – Claims, gross reinsurance⁽¹⁾

	R$ thousand
	Year claims were notified
	Up to 2006	2007	2008	2009	2010	2011	2012	2013	2014	2015	2016	Total
Amount estimated for the claims:
· In the year of notification	3,652,298	1,701,439	1,151,871	2,058,559	2,414,674	2,647,298	3,134,409	3,020,829	3,708,479	4,160,984	3,821,255	-
· One year after notification	3,547,463	1,638,346	1,108,270	2,037,365	2,394,609	2,626,356	3,035,716	2,848,361	3,456,642	4,028,967	-	-
· Two years after notification	3,512,421	1,596,899	1,088,069	2,018,329	2,387,075	2,604,738	3,021,698	2,809,942	3,464,389	-	-	-
· Three years after notification	3,521,835	1,593,526	1,094,795	2,015,921	2,403,020	2,604,061	3,041,626	2,839,210	-	-	-	-
· Four years after notification	3,522,930	1,598,083	1,102,364	2,046,000	2,418,649	2,600,194	3,071,989	-	-	-	-	-
· Five years after notification	3,531,986	1,600,766	1,102,595	2,044,644	2,428,252	2,625,442	-	-	-	-	-	-
· Six years after notification	3,544,482	1,608,667	1,127,609	2,056,612	2,431,363	-	-	-	-	-	-	-
· Seven years after notification	3,569,405	1,601,931	1,140,708	2,072,169	-	-	-	-	-	-	-	-
· Eight years after notification	3,593,037	1,607,644	1,158,436	-	-	-	-	-	-	-	-	-
· Nine years after notification	3,611,965	1,631,287	-	-	-	-	-	-	-	-	-	-
· Ten years after notification	3,618,567	-	-	-	-	-	-	-	-	-	-	-
Estimate of claims on the reporting date (2016)	3,618,567	1,631,287	1,158,436	2,072,169	2,431,363	2,625,442	3,071,989	2,839,210	3,464,389	4,028,967	3,821,255	30,763,074
Payments of claims	(3,517,046)	(1,610,429)	(1,012,442)	(2,027,918)	(2,377,739)	(2,564,115)	(2,804,740)	(2,713,335)	(3,314,093)	(3,656,421)	(2,807,198)	(28,405,476)
Outstanding Claims	101,521	20,858	145,994	44,251	53,624	61,327	267,249	125,875	150,296	372,546	1,014,057	2,357,598

F-132 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Insurance, Vehicle/RCF and Elementary Lines – Claims, net reinsurance⁽¹⁾

	R$ thousand
	Year claims were notified
	Up to 2006	2007	2008	2009	2010	2011	2012	2013	2014	2015	2016	Total
Amount estimated for the claims:
· In the year of notification	3,139,915	1,421,768	859,651	1,791,249	2,260,194	2,440,426	2,804,706	2,815,311	3,523,133	3,805,260	3,661,006	-
· One year after notification	3,050,630	1,385,711	846,124	1,773,092	2,235,404	2,417,095	2,695,513	2,648,135	3,306,665	3,695,713	-	-
· Two years after notification	3,052,558	1,381,949	835,214	1,766,152	2,232,926	2,401,407	2,696,091	2,622,005	3,317,745	-	-	-
· Three years after notification	3,070,824	1,379,442	844,636	1,769,942	2,251,003	2,418,057	2,705,326	2,658,925	-	-	-	-
· Four years after notification	3,088,336	1,386,605	850,115	1,791,739	2,268,293	2,425,973	2,729,230	-	-	-	-	-
· Five years after notification	3,115,450	1,392,108	857,121	1,797,090	2,281,206	2,452,938	-	-	-	-	-	-
· Six years after notification	3,131,064	1,401,024	868,958	1,810,770	2,291,650	-	-	-	-	-	-	-
· Seven years after notification	3,156,282	1,404,940	873,978	1,822,466	-	-	-	-	-	-	-	-
· Eight years after notification	3,181,438	1,410,894	884,796	-	-	-	-	-	-	-	-	-
· Nine years after notification	3,195,839	1,433,785	-	-	-	-	-	-	-	-	-	-
· Ten years after notification	3,187,897	-	-	-	-	-	-	-	-	-	-	-
Estimate of claims on the reporting date (2016)	3,187,897	1,433,785	884,796	1,822,466	2,291,650	2,452,938	2,729,230	2,658,925	3,317,745	3,695,713	3,661,006	28,136,151
Payments of claims	(3,146,321)	(1,418,776)	(870,665)	(1,795,647)	(2,253,543)	(2,402,463)	(2,663,864)	(2,570,341)	(3,204,654)	(3,497,081)	(2,751,146)	(26,574,501)
Outstanding Claims	41,576	15,009	14,131	26,819	38,107	50,475	65,366	88,584	113,091	198,632	909,860	1,561,650

Bradesco F-133

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

Notes to the Consolidated Financial Statements

Life – Insurance claims, gross reinsurance⁽¹⁾

		R$ thousand
		Year claims were notified
	Up to 2006	2007	2008	2009	2010	2011	2012	2013	2014	2015	2016	Total
Amount estimated for the claims:
· In the year of notification	1,650,921	945,156	988,704	1,066,594	1,186,823	1,405,113	1,454,510	1,515,511	1,549,543	1,663,121	1,756,264	-
· One year after notification	1,670,773	936,504	1,002,393	1,086,712	1,184,392	1,389,126	1,438,976	1,501,178	1,583,794	1,660,309	-	-
· Two years after notification	1,679,142	948,451	1,022,193	1,109,334	1,196,591	1,396,523	1,455,520	1,536,865	1,585,359	-	-	-
· Three years after notification	1,699,094	955,630	1,019,669	1,104,902	1,186,990	1,408,985	1,458,447	1,525,880	-	-	-	-
· Four years after notification	1,733,618	958,823	1,018,979	1,113,203	1,199,975	1,409,080	1,462,686	-	-	-	-	-
· Five years after notification	1,727,595	954,413	1,017,564	1,123,794	1,199,725	1,418,617	-	-	-	-	-	-
· Six years after notification	1,729,827	959,713	1,019,470	1,122,306	1,198,627	-	-	-	-	-	-	-
· Seven years after notification	1,732,309	936,945	1,023,569	1,116,707	-	-	-	-	-	-	-	-
· Eight years after notification	1,736,075	941,765	1,026,012	-	-	-	-	-	-	-	-	-
· Nine years after notification	1,739,553	946,689	-	-	-	-	-	-	-	-	-	-
· Ten years after notification	1,778,648	-	-	-	-	-	-	-	-	-	-	-
Estimate of claims on the reporting date (2016)	1,778,648	946,689	1,026,012	1,116,707	1,198,627	1,418,617	1,462,686	1,525,880	1,585,359	1,660,309	1,756,264	15,475,798
Payments of claims	(1,726,943)	(916,324)	(999,687)	(1,088,527)	(1,139,637)	(1,345,933)	(1,376,414)	(1,400,089)	(1,266,145)	(1,284,349)	(1,297,092)	(13,841,140)
Outstanding Claims	51,705	30,365	26,325	28,180	58,990	72,684	86,272	125,791	319,214	375,960	459,172	1,634,658

(1) The claims table does not include the amountof IBNER ot the life product -– R$ 44.541 thousand, the products Health and Dental insurance – R$ 2,311,116 thousand, DPVAT insurance – R$ 136,177 thousand, Retrocession – R$ 21,618 thousand and salvage and reimbursement estimates - R$ (178,093) thousand.

F-134 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

36) Supplemental pension plans

Bradesco and its subsidiaries sponsor a private defined contribution pension for employees and directors, that allows financial resources to be accumulated by participants throughout their careers by means of employee and employer contributions and invested in an Exclusive Investment Fund (FIE). The Supplementary Pension Plan is managed by Bradesco Vida e Previdência S.A. and BRAM – Bradesco Asset Management S.A. DTVM is responsible for the financial management of the FIEs funds.

The Supplementary Pension Plan counts on contributions from employees and administrators of Bradesco and its subsidiaries equivalent to at least 4% of the salary by employees and, 5% of the salary, plus the percentage allocated to covers of risk benefits (invalidity and death) by the company. Actuarial obligations of the defined contribution plan are fully covered by the plan assets of the corresponding FIE. In addition to the plan, in 2001, participants who chose to migrate from the defined benefit plan are guaranteed a proportional deferred benefit, corresponding to their accumulated rights in that plan. For the active participants, retirees and pensioners of the defined benefit plan, now closed to new members, in extinction, the present value of the actuarial obligations of the plan is completely secured by collateral assets.

Banco Alvorada S.A. (successor from the spin-off of Banco Baneb S.A.) maintains defined contribution and defined benefit retirement plans, through Fundação Baneb de Seguridade Social – Bases (related to the former employees of Baneb).

Bradesco’s sponsors both defined benefit and defined contribution retirement plans, through Caixa de Assistência e Aposentadoria dos Funcionários do Banco do Estado do Maranhão (Capof), to employees originating from Banco BEM S.A.

Bradesco sponsors a defined benefit plan through Caixa de Previdência Privada Bec – Cabec, for former employees of Banco do Estado do Ceará S.A., having requested the withdrawal of the sponsorship in March 2016, which is still in course.

With the acquisition of HSBC Bank Brasil S.A. (current Kirton Bank Brasil S.A.), the open pension plan, which was offered to employees of that institution, in the modality of defined contribution, has been discontinued. From October 2016, the employees transferred can adhere to the Pension Plan offered to the employees of Bradesco.

Kirton Bank Brasil S.A., Kirton Capitalização S.A., Kirton Corretora de Seguros S.A., Kirton Corretora de Títulos e Valores Mobiliários S.A. and Kirton Seguros S.A. sponsor a defined benefit plan called APABA to employees originating from Banco Bamerindus do Brasil S.A., and Kirton Administração de Serviços para Fundos de Pensão Ltda. sponsors to its employees the Kirton Prev Benefits Plan (Plano de Benefícios Kirton Prev)), both managed by MultiBRA – Pension Fund.

Banco Losango S.A., Kirton Bank Brasil S.A. and Credival – Participações, Administração e Assessoria Ltda. sponsor three pension plans for its employees, which are Losango I Benefits Plan – Basic Part, Losango I – Supplementary Part and PREVMAIS Losango Plan, all managed by MultiBRA – Settlor – Multiple Fund.

Bradesco took on the obligations of Kirton Bank Brasil S.A. with regard to Life Insurance, Health Insurance Plans, and Retirement Compensation for employees coming from Banco Bamerindus do Brasil S.A.

Expenses related to contributions made in 2016 totaled R$ 584,438 thousand (2015 - R$ 606,245 thousand and 2014 - R$ 622,807 thousand).

In addition to this benefit, Bradesco and its subsidiaries offer other benefits to their employees and administrators, including health insurance, dental care, life and personal accident insurance, and professional training. These expenses, including the aforementioned contributions, totaled R$ 3,826,715 thousand in 2016 (2015 - R$ 3,163,517 thousand and 2014 - R$ 2,949,691 thousand).

IAS 19 establishes that the employer must recognize prospectively the surplus or deficit of its defined benefit plans and post-retirement plans as an asset or an obligation in its consolidated statement of financial position, and must recognize the changes in the financial condition during the year in which the changes occurred, in profit or loss.

Bradesco F-135

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

Notes to the Consolidated Financial Statements

In accordance with the requirements of IAS 19 – Employee Benefits, Bradesco and its subsidiaries, as sponsors of these plans, taking into consideration the economic and actuarial study, recalculated their actuarial commitments using the real interest rate that reflected the new real interest rate scenario and recognised their obligations in the financial statements as appropriate.

	R$ thousand
	Years ended December 31
	2016	2015
(i) Projected benefit obligations:
At the beginning of the year	1,162,005	1,182,761
Balance originating from an acquired institution	761,119	-
Cost of current service	(1,077)	(579)
Interest cost	181,595	133,385
Participant’s contribution	2,831	2,590
Actuarial gains/(losses)	182,762	(58,529)
Benefit paid	(147,842)	(97,623)
At the end of the year	2,141,393	1,162,005

(ii) Plan assets comprise:
At the beginning of the year	1,047,782	1,070,636
Balance originating from an acquired institution	883,858	-
Expected returns	307,728	64,011
Contributions received:
Employer	33,515	8,168
Employees	2,831	2,590
Benefits paid	(147,842)	(97,623)
At the end of the year	2,127,872	1,047,782

(iii) Financial position:
Plans in deficit	(130,293)	(131,849)
Plans in surplus	116,772	17,626
Net balance	(13,521)	(114,223)

The net cost/(benefit) of the pension plans recognized in the consolidated statement of income includes the following components:

	R$ thousand
	Years ended December 31
	2016	2015	2014
Projected benefit obligations:
Cost of service	(1,077)	(579)	641
Cost of interest on actuarial obligations	181,595	133,385	127,082
Expected returns from the assets of the plan	(174,937)	(120,960)	(116,965)
Net cost/ (benefit) of pension plans	5,581	11,846	10,758

The accumulated obligations of the pension plans are included in “Other Liabilities”, in our consolidated statement of financial position.

F-136 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

In 2016, as a result of the plans arising from the acquisition of HSBC Brasil, we recorded a liability of health insurance, life insurance, and savings plans, in the amount of R$ 498,591 thousand, being: (i) presumed balance in the amount of R$ 453,768 thousand; (ii) cost of interest and services in the amount of R$ 23,288 thousand; (iii) actuarial gain in the amount of R$ 34,674 thousand; and (iv) benefit paid in the amount of R$ (13,139) thousand.

Benefit obligations and net periodic benefit cost for the years 2016 and 2015 for our subsidiaries, were determined using the following assumptions:

	December 31
	2016	2015
Discount rate ⁽¹⁾	11.1%	12.7%
Expected long-term rate of return on the assets	11.1%	12.7%
Increase in salary levels	4.8%	5.0%

(1) In 2016, considering an inflation rate of 4.8% p.a. and a real discount rate of 6.0% p.a. (2015 – 5.0% and 7.3% p.a., respectively).

The long-term rate of return on plan assets is based on the following:

· Medium- to long-term expectations of the asset managers; and

· Public and private securities, with short to long-term maturities which represent a significant portion of the investment portfolios of our subsidiaries, the return on which is higher than inflation plus interest.

The assets of pension plans are invested in compliance with the applicable legislation (government securities and private securities, listed company shares and real estate properties) and the weighted-average allocation of the pension plan's assets by category is as follows:

	Assets of the Alvorada Plan		Assets of the Bradesco Plan		Assets of the Kirton Plan	Assets of the Losango Plan
	December 31		December 31	December 31	December 31	December 31
	2016	2015	2016	2015	2016	2016
Asset categories
Equities	-	-	3.9%	8.9%	-	18.8%
Fixed income	93.1%	92.0%	91.3%	83.0%	100.0%	81.2%
Properties	5.3%	6.3%	2.7%	2.4%	-	-
Other	1.6%	1.7%	2.1%	5.7%	-	-
Total	100.0%	100.0%	100.0%	100.0%	100.0%	100.0%

Below is the sensitivity analysis of the benefit plan obligations, showing the impact on the actuarial exposure (11.1% p.a.) assuming a 1 b.p. change in the discount rate:

Discount rate	Sensitivity analysis	Effect on actuarial liabilities	Effect on the present value of obligations
12.1%	Increase of 1 b.p.	decrease	(338,533)
10.1%	Decrease of 1 b.p.	increase	385,452

37) Provisions, contingent liabilities and contingent assets

a) Contingent assets

Contingent assets are not recognized in the financial statements. However, there are ongoing proceedings where the chance of success is considered probable, such as: a) Social Integration

Bradesco F–137

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

Notes to the Consolidated Financial Statements

Although Bradesco complied with the law and regulation in force at the time, these lawsuits have been recorded in provisions, taking into consideration the claims where the Bank is the defendant and the perspective of loss, which is considered after the analysis of each demand, based on the current decision of the Superior Court of Justice (STJ).

Note that, regarding disputes relating to economic plans, the Federal Supreme Court (STF) suspended the prosecution of all lawsuits on cognizance stage, until the Court issues a final decision on the right under litigation.

c) Tax and social security obligations

The Organization is disputing the legality and constitutionality of certain taxes and contributions in court, for which provisions have been recorded in full, although there is good chance of a favorable outcome, based on the opinion of Management and their legal counsel. The processing of these legal obligations and the provisions for cases for which the risk of loss is deemed as probable is regularly monitored in the legal court. During or after the conclusion of each case, a favorable outcome may arise for the Organization, resulting in the reversal of the related provisions.

The main cases are:

- PIS and COFINS – R$ 2,320,261 thousand (R$ 2,115,466 thousand in 2015): a request for authorization to calculate and pay PIS and COFINS based on effective billing, as set forth in Article 2 of Supplementary Law n^o 70/91, removing from the calculation base the unconstitutional inclusion of other revenues other than those billed;

- IRPJ/CSLL on losses of credits – R$ 1,913,208 thousand (R$ 1,880,905 thousand in 2015): we are requesting to deduct from income tax and social contributions payable (IRPJ and CSLL, respectively) amounts of actual and definite loan losses related to unconditional discounts granted during collections, regardless of compliance with the terms and conditions provided for in Articles 9 to 14 of Law n^o 9,430/96 that only apply to temporary losses;

- Pension Contributions – R$ 1,385,456 thousand (R$ 1,080,640 thousand in 2015): official notifications related to the pension contributions on financial contributions in private pension plans, considered by the authorities to be compensatory sums subject to the incidence of pension contributions and to an isolated fine for not withholding IRRF on the financial contributions;

- INSS Autonomous Brokers – R$ 901,171 thousand (R$ 1,794,380 thousand in 2015): The Bradesco Organization is questioning the charging of social security contribution on remunerations paid to third-party service providers, established by Supplementary Law No. 84/96 and subsequent regulations/amendments, at 20.0% with an additional 2.5%, on the grounds that services are not provided to insurance companies but to policyholders, thus being outside the scope of such a contribution as provided for in item I, Article 22 of Law n^o 8,212/91, as new wording in Law n^o 9,876/99;

- INSS – Contribution to SAT – R$ 374,620 thousand: in an ordinary lawsuit filed by the Brazilian Federation of Banks – Febraban, since April 2007, on behalf of its members, is questioning the classification of banks at the highest level of risk, with respect to Work Accident Risk – RAT, which eventually raised the rate of the respective contribution from 1% to 3%, in accordance with Decree n^o 6,042/07; and

- PIS – R$ 339,767 thousand (R$325,932 thousand in 2015): The Bradesco Organization is requesting authorization to offset overpaid amounts in 1994 and 1995 as PIS contribution, already compensated, provisioned upon granting of the preliminary injunction, corresponding to the surplus paid over that calculated on the tax base established in the Constitution, i.e., gross operating income, as defined in the income tax legislation set out in Article 44 of Law n^o 4,506/64, which excludes interest income.

Bradesco F–139

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

Notes to the Consolidated Financial Statements

In general, the provisions relating to lawsuits are classified as non-current, due to the unpredictability of the duration of the proceedings in the Brazilian justice system. For this reason, the estimate has not been disclosed with relation to the specific year in which these lawsuits will be closed.

d) Changes in other provision

	R$ thousand
	Labor	Civil	Tax and Social Security ⁽¹⁾⁽²⁾
Balance on December 31, 2015	3,048,442	4,202,950	8,112,925
Indexation charges	454,045	409,236	705,036
Additions, net of reversals	876,816	1,310,333	(1,236,705)
Balance originating from an acquired institution ⁽³⁾	1,684,370	544,997	703,967
Payments	(961,941)	(1,464,076)	(97,986)
Balance on December 31, 2016	5,101,732	5,003,440	8,187,237

Balance on December 31, 2014	2,705,363	3,937,591	7,221,447
Indexation charges	366,088	373,757	653,107
Additions, net of reversals	883,887	983,576	250,501
Payments	(906,896)	(1,091,974)	(12,130)
Balance on December 31, 2015	3,048,442	4,202,950	8,112,925

(1) Mainly include legal liabilities;

(2) In 2016, there were reversals of a provisions relating to: i) the process of INSS of the self-employed of the Bradesco Saúde subsidiary, in the amount of R$ 1,081,528 thousand; ii) to the Pis process – EC 17, in the amount of R$ 242,242 thousand; and iii) offset by the provision for social security contributions on transfers to private pension plans, in the amount of R$ 215,668 thousand; and

(3) HSBC Brasil.

e) Contingent liabilities classified as possible losses

The Organization maintains a system to monitor all administrative and judicial proceedings in which the institution is plaintiff or defendant and, based on the opinion of legal counsel, classifies the lawsuits according to the expectation of loss. Case law trends are periodically analyzed and, if necessary, the related risk is reclassified. In this respect, contingent lawsuits deemed to have a possible risk of loss are not recorded as a liability in the financial statements. The main proceedings in this category are the following: a) 2006 to 2013 income tax and social contribution, relating to goodwill amortization being disallowed on the acquisition of investments, for the amount of R$ 5,894,504 thousand (R$ 5,194,055 thousand in 2015); b) Fines and disallowances of Cofins loan compensations, released after a favorable decision in a judicial proceeding, where the unconstitutionality of the expansion of the intended calculation base was discussed for revenues other than those from billing (Law n^o 9,718/98), in the amount of R$ 3,999,185 thousand; c) Leasing companies’ Tax on Services of any Nature (ISSQN), total lawsuits correspond to R$ 2,398,185 thousand (R$ 1,910,629 thousand in 2015) which relates to the municipal tax demands from municipalities other than those in which the company is located and where, under law, tax is collected; d) IRPJ and CSLL deficiency note relating to disallowance of exclusions of revenues from the mark-to-market of securities from 2007 to 2012, differences in depreciation expenses, insufficient depreciation expenses, expenses with depreciation of leased assets, operating expenses and income and disallowance of tax loss compensation, in the amount of R$ 1,653,942 thousand (R$ 908,915 thousand in 2015); e) Notifications and disallowances of compensations of PIS and Cofins related to the unconstitutional extension of the basis of calculation intended for other income other than the billing (Law n^o 9,718/98), from acquired companies, amounting to R$ 1,317,238 thousand; f) IRPJ and CSLL deficiency notice relating to the disallowance of loan loss deductions, for the amount of R$ 760,436 thousand (R$ 1,200,403 thousand in 2015); and g) IRPJ and CSLL deficiency note, amounting to R$ 459,962 thousand (R$ 421,035 thousand in 2015) relating to profit of subsidiaries based overseas, for the calendar years of 2008 and 2009.

F-140 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

38) Other liabilities

	R$ thousand
	December 31
	2016	2015
Financial liabilities
Credit card transactions ⁽¹⁾	23,717,936	19,100,529
Foreign exchange transactions ⁽²⁾	17,975,291	13,263,836
Loan assignment obligations⁽⁴⁾	8,761,827	7,519,809
Capitalization bonds	7,502,158	6,893,483
Negotiation and intermediation of securities	2,569,881	2,716,075
Liabilities for acquisition of assets – financial leasing (Note 38 a)	1,063,649	676,149

Other liabilities
Third party funds in transit⁽³⁾	7,068,452	6,382,059
Provision for payments	6,997,168	5,605,489
Sundry creditors	8,843,035	5,451,598
Corporate and statutory obligations	4,631,237	3,770,172
Other taxes payable	1,528,980	1,378,280
Liabilities for acquisition of assets and rights	1,452,568	1,077,236
Others	4,853,333	4,203,343
Total	96,965,515	78,038,058

(1) Refers to amounts payable to merchants;

(2) Mainly refers to the institution’s sales in foreign currency to customers and its right’s in domestic currency, resulting from exchange sale operations;

(3) Mainly refers to payment orders issued domestically and the amount of payment orders in foreign currency coming from overseas; and

(4) Bradesco carried out operations related to the sale or transfer of financial assets in which there was the retention of credit risks of the financial assets transferred. Therefore, such operations remained recorded in loans and advance to customer - property loans in the amount of R$ 8,762,498 thousand (2015 - R$ 7,510,739 thousand)..

a) Composition by maturity of financial leasing and details of operating leases

	R$ thousand
	December 31
	2016	2015
Due within one year	578,965	475,211
From 1 to 2 years	375,073	183,676
From 2 to 3 years	109,611	17,262
Total	1,063,649	676,149

Total non-cancellable minimum future payments due on operating leases in 2016 are R$ 8,315,315 thousand, of which R$ 911,723 thousand is due within 1 year, R$ 3,512,338 thousand between 1-5 years and R$ 3,891,254 thousand with more than 5 years.

Bradesco F–141

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
	2016	2015 ⁽¹⁾
Common (one vote per share)	2,776,801,011	2,776,801,011
Preferred (no voting rights)	2,776,800,721	2,776,800,721
Subtotal	5,553,601,732	5,553,601,732
In treasury (common)	(4,575,045)	(4,036,925)
In treasury (preferred)	(17,141,588)	(17,141,589)
Total outstanding	5,531,885,099	5,532,423,218

ii. Changes in capital stock, in number of shares

	Common	Preferred	Total
Number of shares outstanding on December 31, 2014 ⁽¹⁾	2,772,974,845	2,764,940,693	5,537,915,538
Shares acquired and not cancelled	(210,760)	(5,281,560)	(5,492,320)
Number of shares outstanding on December 31, 2015	2,772,764,085	2,759,659,133	5,532,423,218
Shares acquired and not cancelled	(538,119)	-	(538,119)
Number of shares outstanding on December 31, 2016	2,772,225,966	2,759,659,133	5,531,885,099

(1) All share amounts presented for prior periods have been adjusted to reflect the stock split approved at the Board of Directors’ Meeting of March 10, 2016 in proportion of one new share for every 10 shares held.

In the Extraordinary General Meeting of March 10, 2015, deliberation was made to increase the Capital Stock by R$ 5,000,000 thousand, increasing it from R$ 38,100,000 thousand to R$ 43,100,000 thousand, through the capitalization of part of the balance of the account “Profit Reserves - Statutory Reserve”, in compliance with the provisions in Article 169 of Law n^o 6,404/76, with a bonus of 20% in shares, by issuing 841,454,808 new nominative-book entry shares, with no nominal value, whereby 420,727,426 common and 420,727,382 preferred shares, attributed free-of-charge to the shareholders as bonus, in the ratio of two (2) new shares for every ten (10) shares of the same type that they own, benefiting the shareholders registered on March 26, 2015.

In the Extraordinary General Meeting of March 10, 2016, the approval was proposed by the Board of Directors to increase the capital stock by R$ 8,000,000 thousand, increasing it from R$ 43,100,000 thousand to R$ 51,100,000 thousand, with a bonus in shares, through the capitalization of part of the balance of the account “Profit Reserves - Statutory Reserve”, in compliance with the provisions in Article 169 of Law n^o6,404/76, by issuing 504,872,885 new nominative-book entry shares, with no nominal value, whereby 252,436,456 are common and 252,436,429 are preferred shares, attributed free-of-charge to the shareholders as bonus, to the ratio of 1 new share for every 10 shares of the same type that they own on the base date.

Subsequent to the date of approval of these Financial Statements, in the Extraordinary General Meeting of March 10, 2017, the approval was proposed by the Board of Directors to increase the capital stock by R$ 8,000,000 thousand, increasing it from R$ 51,100,000 thousand to R$ 59,100,000 thousand, with a bonus in shares, through the capitalization of part of the balance of the account "Profit Reserves - Statutory Reserve", in compliance with the provisions in Article 169 of Law no 6,404/76, by issuing 555,360,173 new nominative-book entry shares, with no nominal value, whereby 277,680,101 are common and 277,680,072 are preferred shares, attributed free-of-charge to the shareholders as bonus, to the ratio of 1 new share for every 10 shares of the same type that they own on the base date.

All of the shareholders are entitled to receive, in total, a mandatory dividend of at least 30% of Bradesco’s annual net income, as shown in the statutory accounting records, adjusted by transfers to reserves. The Organization has no obligation that is exchangeable for or convertible into shares of capital. As a result, its diluted earnings per share is the same as the basic earnings per share.

F-142 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

40) Transactions with related parties

Related party transactions are carried out under conditions and at rates consistent with those entered into with third parties, when applicable, and effective on the dates of the operations.

The principal shareholders of Bradesco are Cidade de Deus Companhia Comercial de Participações and Fundação Bradesco. Fundação Bradesco is a not-for-profit entity that for more than 40 years, has been helping to develop the potential of children and youngsters by means of schools in disadvantaged regions.

The main transactions with related parties are presented as follows:

	R$ thousand
	Controllers (1)		Joint control and associated companies (2)		Key management personnel (3)		Total
	December 31
	2016	2015	2016	2015	2016	2015	2016	2015
Assets
Loans and advances to banks	-	-	1,033,479	223,874	-	-	1,033,479	223,874
Other assets	-	-	6,128	11,277	-	-	6,128	11,277
Liabilities
Deposits from customers	1,374,940	114,245	62,928	47,436	86,594	69,429	1,524,462	231,110
Funds from securities issued	5,755,615	822,271	398,549	970,906	823,527	716,400	6,977,691	2,509,577
Corporate and statutory obligations	1,770,149	1,279,382	-	-	-	-	1,770,149	1,279,382
Other liabilities	-	-	13,704	24,811	-	-	13,704	24,811

F-144 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

	R$ thousand
	Controllers (1)			Joint control and associated companies (2)			Key management personnel (3)			Total
	Years ended December 31
	2016	2015	2014	2016	2015	2014	2016	2015	2014	2016	2015	2014
Revenues and expenses
Net Interest income	(1,129,931)	(78,813)	(48,065)	(41,814)	(426)	(34,732)	(108,333)	(88,344)	(81,337)	(1,280,078)	(167,583)	(164,134)
Other revenues	-	-	-	360,286	337,070	43,663	-	-	-	360,286	337,070	43,663
Other expenses	(2,391)	(2,160)	(1,485)	(224,444)	(246,504)	(110,544)	-	-	-	(226,835)	(248,664)	(112,029)

(1) Cidade de Deus Cia. Cial. de Participações, Fundação Bradesco, NCF Participações S.A., Titanium Holdings S.A., BBD Participações S.A. and Nova Cidade de Deus Participações S.A.;

(2) Companies listed in Note 2; and

(3) Members of the Board of Directors and the Board of Executive Officers.

Bradesco F–145

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

Notes to the Consolidated Financial Statements

a) Remuneration of key management personnel

The following is established each year at the Annual Shareholders’ Meeting:

· The annual grand total amount of management compensation, set forth at the Board of Directors Meetings, to be paid to board members and members of the Board of Executive Officers, as determined by the Company’s Bylaws; and

· The amount allocated to finance Management pension plans, within the Employee and Management pension plan of the Bradesco Organization.

For 2016, the maximum amount of R$ 474,500 thousand (2015 - R$ 349,900 thousand) was set for Management compensation and R$ 268,100 thousand (2015 - R$ 353,000 thousand) to finance defined contribution pension plans. The current policy on Management compensation sets forth that 50% of net variable compensation, if any, must be allocated to the acquisition of preferred shares of Bradesco, in the name of Directors, which vest in three equal, annual and successive installments, the first of which is in the year following the payment date. This procedure complies with National Monetary Council Resolution n^o 3921/10, which sets forth a management compensation policy for financial institutions.

Short-term benefits for management

	R$ thousand
	Years ended December 31
	2016	2015	2014
Salaries	441,592	309,864	319,743
Total	441,592	309,864	319,743

Post-employment benefits

	R$ thousand
	Years ended December 31
	2016	2015	2014
Defined contribution supplementary pension plans	251,250	311,670	322,726
Total	251,250	311,670	322,726

The Organization has no long-term benefits for the termination of employment contracts or for remuneration based on shares for its key management personnel.

Other information

a) Under current law, financial institutions are not allowed to grant loans or advances to:

(i) Officers and members of the advisory, administrative, fiscal or similar councils, as well as to their respective spouses and family members up to thesecond degree;

(ii) Individuals or corporations that own more than 10% of their capital; and

(iii) Corporations in which the financial institution itself, any officers or administrators of the institution, as well as their spouses and respective family members up to the second degree own more than 10% of equity.

F-146 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

Therefore, no loans or advances are granted by the financial institutions to any subsidiary, members of the Board of Directors or Board of Executive Officers and their relatives.

b) Equity participation

Together directly, members of the Board of Directors and Board of the Executive Officers had the following shareholding in Bradesco:

	December 31
	2016	2015
Common shares	0.7%	0.6%
Preferred shares	1.1%	1.1%
Total shares ⁽¹⁾	0.9%	0.8%

(1) In 2016, direct and indirect shareholding of the members of Board of Directors and Board of Executive Officers totaled 2.8% of common shares, 1.2% of preferred shares and 2.0% of all shares (2015 – 2.7% of common shares, 1.1% of preferred shares and 1.9% of all shares).

41) Off-balance sheet commitments

The table below summarizes the total risk represented by off-balance sheet commitments:

	R$ thousand
	December 31
	2016	2015
Commitments to extend credit ⁽¹⁾	237,019,535	194,191,498
Financial guarantees ⁽²⁾	78,949,483	69,882,893
Letters of credit for imports	329,015	245,751
Total	316,298,033	264,320,142

(1) Includes available lines of credit, limits for credit cards, personal loans, housing loans and overdrafts; and

(2) Refers to guarantees mostly provided for Corporate customers.

Financial guarantees are conditional commitments for loans issued to ensure the performance of a customer in an obligation to a third party. There is usually the right of recourse against the customer to recover any amount paid under these guarantees. Moreover, we can retain cash or other highly-liquid funds to counter-guarantee these commitments.

The contracts are subject to the same credit evaluations as other credit operations. Standby letters of credit are issued mainly to endorse public and private debt issue agreements including commercial paper, securities financing and similar transactions. The standby letters of credit are subject to customer credit evaluation by the management.

We issue letters of credit in connection with foreign trade transactions to guarantee the performance of a customer with a third party. These instruments are short-term commitments to pay the third-party beneficiary under certain contractual terms for the shipment of products. The contracts are subject to the same credit evaluation as other credit operations.

Bradesco F–147

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

Standards, amendments and interpretations of existing standards in future periods

· IFRS 9 Financial Instruments: Recognition and Measurement - IFRS 9 replaces the guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is applied for financial instruments and will be adopted retrospectively on the date of entry into force of the standard on January 1, 2018. The new standard includes new classification models, as follows: (i) all of the financial assets are initially classified according to the business model and submitted to the SPPI test; (ii) the standard divides all of the financial assets that are presently within the scope of IAS 39 into two measurement types: amortized cost and fair value; (iii) the categories of available for sale and held to maturity of IAS 39 were eliminated; and (iv) the concept of built-in derivatives of IAS 39 was eliminated by the concepts of the new IFRS. IFRS 9 replaces the 'incurred loss' model in IAS 39 with a forward looking 'expected credit loss' (ECL) model. This will require considerable judgment over how changes in economic factors affects ECLs. The new standard maintains the existing guidance on the recognition and derecognition of financial instruments of IAS 39.

The new standard will require the Organization to review its accounting processes and internal controls related to the classification and measurement of financial instruments. The effective impact of the adoption of IFRS 9 in the financial statements is still being evaluated and will be concluded by the date of entry into force of the standard, however, it is expected an increase in the provision for credit, due to the anticipation of the recognition of the loss.

· IFRS 15 - Revenue from Contracts with Customers - requires that revenue is recognized so as to reflect the transfer of goods or services to the client for an amount that represents the company's expectation of having rights to these goods or services by way of consideration. IFRS 15 replaces IAS 18, IAS 11, and related interpretations (IFRICs 13, 15 and 18), and shall be applicable from January, 2018. Any possible impacts arising from adopting these changes are being assessed and will be completed by the entry into force of the standard.

· (3) IFRS 16 - Leasing. The main changes in relation to IAS 17 for lessees are: (i) there is no longer classification in operating and financial leasing; and (ii) all leasing operations are activated and posted in liabilities, and interest and liabilities must be recognized in depreciation / amortization, using the current financial lease procedure. There are optional exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard, as lessors continue to classify leases as finance or operating leases. IFRS16 replaces IAS17 and will be applicable as of January 1, 2019 and the possible impacts arising from the adoption of this amendment are being evaluated, and will be concluded by the date of entry into force of the standard.

43) Other information

In January 2016, Bradesco signed a non-binding Memorandum of Understanding with Banco do Brasil S.A., Banco Santander (Brasil) S.A., Caixa Econômica Federal and Itaú Unibanco S.A., in order to create a holding company of credit intelligence ("GIC"), which will develop a database with the goal of adding, reconciling and handling database and credit-related information, of individuals and legal entities, which expressly authorize their inclusion in the database, as required by the applicable rules.

2. Unconsolidated structured entities are unconsolidated entities that the Organization does not control, but which have a contractual and non-contractual involvement, and provide variability of returns arising from the performance. The organization has an involvement with structured entities through management of investment funds and portfolios making management fees and consortium management.

The main unconsolidated structured entities are, (i) the investment funds managed by Organization, whose nature and involvement, generating management fees and investment in units for funds, the assets of managed funds and non consolidated in 2016 were R$ 426,390,575 thousand (2015 -

F-148 IFRS – International Financial Reporting Standards – 2016

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

Notes to the Consolidated Financial Statements

R$ 344,075,899 thousand) and revenues earned in 2016 were R$ 1,079,653 thousand (2015 - R$ 1,054,424 thousand and 2014 - R$ 1,168,787 thousand) and (ii) the consortium which nature and involvement is related to generation management fees of consortium quotas, represented by groups of quotaholders formed to aquire specific goods, whose assets in 2016 were R$ 71,075,119 thousand (2015 – R$ 57,440,902 thousand) and the revenues were in 2016 R$ 1,278,753 thousand (2015 – R$ 1,040,109 thousand and 2014 – R$ 880,373 thousand).

3. In May, 2016, Bradesco became aware of the indictment of three members of its Executive Board of Directors by the Federal Police, in the scope of the so-called "Operation Zealots". On July, 2016, the Federal Public Prosecution filed an accusation against all three members of the Board of Executive Officers and a former member of its Board of Directors, which was received by the Judge of the 10th Federal Court of Judicial Section of the Federal District. The Management conducted a thorough internal evaluation of the records and documents related to the indictment and found no evidence of any illegality committed by its representatives. The executives of Bradesco have already submitted their respective defenses in the criminal proceedings, pointing out the facts and evidence demonstrating their innocence. Bradesco is cooperating with the authorities and appropriate regulatory authorities, providing the information requested, in Brazil and abroad.

On account of the news published in the media, on the indictment in the "Operation Zealots", a class action was filed in the District Court of New York, on June, 2016. On September, 2016, Bradesco voluntarily attended the proceedings of the Class Action and agreed with the plaintiff a term for the submission of the revocation of the suit until December, 2016. On October, 2016, the Plaintiff Leader presented the addendum of the Initial Petition, appointing as defendants Bradesco and three members of its Board of Executive Officers. According to the demand, investors who purchased preferred American Depository Shares (“ADS”) of Bradesco between April, 2012 and July, 2016 would have suffered losses provoked by Bradesco due to a supposed violation regarding the American law of capital markets, according to communication to the Market on May, June and July, 2016. Considering that the demand is in a preliminary stage, it is not possible at present to make a risk rating, and there is not yet evidence to support a risk assessment.

4. The subsidiaries of Bradesco, BEM - Distribuidora de Títulos e Valores Mobiliários Ltda. and BRAM - Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários, as well as two of its Managers, were mentioned in the scope of the so-called "Greenfield operation" of the Federal Police, because they were responsible for the administration and management of the Fund in Equity - FIP (Equity Investment Fund), respectively. Besides providing the documents, the Federal Court has ruled, in the course of this Operation, the blocking of these companies’ values. As a result of this, a Commitment was signed, approved by the 10th Federal Court of the Federal District, to release the values through the provision of guarantees of up to R$104 million, without the recognition of any civil or criminal liability on the part of companies or administrators of the Organization. In the scope of this commitment, managers and officers of the Organization committed to provide any clarifications to the authorities responsible for conducting this investigation, regardless of a formal subpoena. Additionally, the internal evaluations indicate that there has been no illegality in conducting these activities according to communication to the Market on September, 2016. So far, there is no indication that the investigations could result in the accountability of these companies.

5. In October 2016, Bradesco Seguros S.A. ("Bradesco Seguros") and Swiss Re Corporate Solutions Ltd. ("Swiss Re Corso") signed a deal whereby: (i) Swiss Re Corporate Solutions Brasil Seguros S/A ("Swiss Re Corporate Solutions Brasil") will assume the insurance operations of P&C (Property and Casualty) and of transport of Bradesco Seguros ("Large Risks Insurance"), to have exclusive access to Bradesco clients to exploit the marketing of Large Risks Insurance; and (ii) Bradesco Seguros will hold an equity stake of 40% in Swiss Re Corporate Solutions Brasil and the other 60% stake will remain with its controller Swiss Re Corso. The transaction is subject to approval by the competent authorities and other contractual terms commonly used for this type of transaction.

44) Subsequent events

There were no other events after the reporting period that need to be adjusted or disclosed in these consolidated financial statements as at December 31, 2016.

Bradesco F–149


PRESENTATION OF FINANCIAL AND OTHER INFORMATION	4
FORWARD-LOOKING STATEMENTS	5
PART I	6
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	6
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	6
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	23
4.A. HISTORY AND DEVELOPMENT OF THE COMPANY	23
4.B. BUSINESS OVERVIEW	27
4.C. ORGANIZATIONAL STRUCTURE	111
4.D. PROPERTY, PLANTS AND EQUIPMENT	111
ITEM 4A. UNRESOLVED STAFF COMMENTS	111
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	111
5.A. OPERATING RESULTS	111
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	149
5.G. SAFE HARBOR	149
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	149
6.A. BOARD OF DIRECTORS AND BOARD OF EXECUTIVE OFFICERS	149
6.B. COMPENSATION	161
6.C. BOARD PRACTICES	161
6.D. EMPLOYEES	165
6.E. SHARE OWNERSHIP	166
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	167
7.A. MAJOR SHAREHOLDERS	167
7.B. RELATED PARTY TRANSACTIONS	170
7.C. INTERESTS OF EXPERTS AND COUNSEL	171
ITEM 8. FINANCIAL INFORMATION	171
8.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	172
8.B. SIGNIFICANT CHANGES	173
ITEM 9. THE OFFER AND LISTING	173
9.A. OFFER AND LISTING DETAILS	173
9.B. PLAN OF DISTRIBUTION	176
9.C. MARKETS	176
9.D. SELLING SHAREHOLDERS	178
9.E. DILUTION	178
9.F. EXPENSES OF THE ISSUE	178
ITEM 10. ADDITIONAL INFORMATION	178
10.A. SHARE CAPITAL	178
10.B. MEMORANDUM AND ARTICLES OF ASSOCIATION	178
10.C. MATERIAL CONTRACTS	186
10.D. EXCHANGE CONTROLS	186
10.E. TAXATION	187
10.F. DIVIDENDS AND PAYING AGENTS	192
10.G. STATEMENT BY EXPERTS	192
10.H. DOCUMENTS ON DISPLAY	193
10.I. SUBSIDIARY INFORMATION	193
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	193
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	196
12.A. DEBT SECURITIES	196
12.B. WARRANTS AND RIGHTS	196


12.C. OTHER SECURITIES	197
12.D. AMERICAN DEPOSITARY SHARES	197
PART II	197
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	197
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	197
ITEM 15. CONTROLS AND PROCEDURES	197
ITEM 16. [RESERVED]	198
16.A. AUDIT COMMITTEE FINANCIAL EXPERT	198
16.B. CODE OF ETHICS	198
16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	198
16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	199
16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	199
16.F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	200
16.G. CORPORATE GOVERNANCE	200
PART III	202
ITEM 17. FINANCIAL STATEMENTS	202
ITEM 18. FINANCIAL STATEMENTS	202
ITEM 19. EXHIBITS	203
SIGNATURES	204

Rating	Bradesco Classification
Rating	Bradesco Classification
E	Deficient
F	Bad
G	Critical
H	Uncollectible

Number of Days Past Due ⁽¹⁾	Maximum Classification
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.

Years Ended December 31,	R$ in thousands
	2016	2015	2014
	2016	2015	2014
Banking
Interest and similar income from loans and advances ⁽¹⁾	77,141,672	69,877,296	62,634,879
Fees and commissions	20,696,785	19,195,003	17,570,839
Insurance and pension plans
Premiums retained from insurance and pension plans	65,027,122	58,760,780	50,454,983
⁽¹⁾ Includes industrial loans, financing under credit cards, overdraft loans, trade financing and foreign loans.

303A.03	Non‑management directors of a listed company must meet at regularly scheduled executive sessions without management.	With the exception of our CEO, who is also our director, none of our directors is part of the Diretoria Executiva. The directors have regularly scheduled executive sessions at least once a year in order to evaluate his performance.
303A.04	Listed companies must have a nomination/ corporate governance committee composed entirely of independent directors, with a written charter that addresses specific minimum requirements.	We have a Corporate Governance Executive Committee subordinate to the Diretoria Executiva, and the Succession Planning and Nomination Committee, which reports to the Board of Directors. Both committees are composed of members of our Management, and have a charter that addresses its minimum requirements.
303A.05	Listed companies must have a compensation committee composed entirely of independent directors, with a written charter that addresses specific minimum requirements.	We have a Compensation Committee of three to seven members chosen among the members of the Board of Directors, except for one who is not a senior manager, each with a five-year term of office. The committee's primary responsibility is to assist the Board of Directors with conducting policies related to the compensation of our executive managers, according to legislation in force. None of the members of the Compensation Committee are independent directors. The compensation committee has a written charter that states the responsibilities of the committee.
303A.06 303A.07	Listed companies must have an audit committee, composed by a minimum of three members who satisfy the requirements of Rule 10A‑3 under the Exchange Act, with a written charter that addresses specific minimum requirements.	Pursuant to our Bylaws and to Central Bank regulations since December 2003, we have appointed an Audit Committee. Our Audit Committee comprises three to five members, each of whom serves for a term of five years, and is appointed by, and may be replaced by, the Board of Directors. We currently have three members on our Audit Committee, one of them is also our director. Under Brazilian law, the function of hiring independent auditors is reserved for the Board of Directors of a company. As a result, our Board of Directors acts as our Audit Committee, as specified in Section 3(a)(58) of the Exchange Act, for purposes of approving the engagement of our independent auditors for audit. Except in these respects, our Audit Committee is comparable to and performs the functions of audit committees of U.S. companies. Since our Audit Committee is a separate body from our Board of Directors, pursuant to Central Bank regulations, we have relied on the exemption set forth in Exchange Act Rule 10A-3(c)(3) in this regard. For more information on their main tasks, see "Item 6.C. Board Practices - Board Advisory Committees – Board Committees.” We also have a Fiscal Council, which currently has five members and four alternates. The Fiscal Council is an independent corporate body. For more information about the rights and obligations of our Fiscal Council, see "Item 6.C. Board Practices – Fiscal Council.”

303A.08	Shareholders must be given the opportunity to vote on equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.	Under the Brazilian Corporate Law, shareholder approval is required for the adoption of any compensation plans upon delivery of equity interests. We currently do not have any stock option based compensation plan.
303A.09	Listed companies must adopt and disclose corporate governance guidelines addressing specific minimum requirements.	Our corporate governance guidelines and practices are available in our website at www.bradesco.com.br/ri, in the corporate governance section.
303A.10	Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.	We have adopted a Code of Ethics, which applies to our Senior Management, employees, business partners, suppliers and service providers, parent companies, subsidiaries and companies under common control, directly or indirectly and, when applicable, to non-profit entities managed by members of Senior Management or employees appointed or transferred by our member companies. We have an Ethics Conduct Committee, appointed by the Board of Directors, which is responsible for dissemination and fulfillment of the Codes of Ethics Conduct, as well as ensuring its effectiveness. We will post any modifications or waivers to either Codes of Ethics Conduct on our website.
303A.12	A CEO of a listed company must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of Section 303A.	Our CEO shall promptly notify the NYSE in writing, should any executive officer become aware of any non-compliance with any applicable provision of the NYSE corporate governance rules.


Independent Auditors’ Report				F-3 - F-4
Consolidated Statements of Income					F-5
Consolidated Statements of Comprehensive Income					F-6
Consolidated Statements of Financial Position					F-7
Consolidated Statements of Changes in Equity				F-8 - F-9
Consolidated Statements of Cash Flows				F-10 - F-11
Notes to the Consolidated Financial Statements				F-12 - F-149
1)	General information		F-12	20) Financial assets and liabilities held for trading	F-107
2)	Significant accounting practices		F-12	21) Financial assets available for sale	F-111
3)	Risk Management		F-41	22) Investments held to maturity	F-112
	3.1.	Credit risk	F-42	23) Financial assets pledged as collateral	F-113
	3.2.	Market risk	F-54	24) Loans and advances to banks	F-113
	3.3.	Liquidity risk	F-65	25) Loans and advances to customers	F-114
	3.4.	Fair value of financial assets and liabilities	F-74	26) Non-current assets held for sale	F-115
	3.5.	Capital management	F-80	27) Investments in associates and joint ventures	F-116
	3.6.	Insurance risk/subscription risk	F-85	28) Property and equipment	F-119
4)	Estimates and judgments		F-91	29) Intangible assets and goodwill	F-122
5)	Operating segments		F-94	30) Other assets	F-123
6)	Net interest income		F-98	31) Deposits from banks	F-124
7)	Net fee and commission income		F-99	32) Deposits from customers	F-124
8)	Net gains/(losses) on financial instruments classified as held for trading		F-99	33) Funds from securities issued	F-124
9)	Net gains/(losses) on financial instruments classified as available for sale		F-99	34) Subordinated debt	F-126
10) Net gains/(losses) on foreign currency transactions			F-99	35) Insurance technical provisions and pension plans	F-127
11) Net income from insurance and pension plans			F-100	36) Supplemental pension plans	F-135
12) Impairment of loans and advances			F-100	37) Provisions, contingent liabilities and contingent assets	F-137
13) Personnel expenses			F-101	38) Other liabilities	F-141
14) Other administrative expenses			F-101	39) Equity	F-142
15) Depreciation and amortization			F-101	40) Transactions with related parties	F-144
16) Other operating income/(expenses)			F-102	41) Off-balance sheet commitments	F-147
17) Income tax and social contribution			F-102	42) New standards and amendments and interpretations of existing standards	F-148
18) Earnings per share			F-106	43) Other information	F-148
19) Cash and balances with banks			F-106	44) Subsequent events	F-149

(1)	In 2016, there was a capital increase in Cia. Leader S.A. Administradora de Cartões de Crédito (2015, acquisition of equity interest (i) in Cielo S.A.; in Fleury S.A., due to the partial spin-off of Integritas Participações S.A).;
(2)	Partial spin-off of Integritas Participações S.A. occurred in October, 2015;
(3)	In 2016, Cia. Leader S.A. Administradora de Cartões de Crédito´s investment was consolidated after acquisition of 50% of the company; and
(4)	In 2016, impairment losses were recognized in associates and joint control companies, in the amount of R$ 37,122 thousand, on the investment in EBSE – Empresa Brasileira de Solda Elétrica S.A.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

FORWARD‑LOOKING STATEMENTS

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 3. KEY INFORMATION

3.A. Selected Financial Data

3.B. Capitalization and Indebtedness

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

3.D. Risk Factors

Risks relating to us and the Brazilian banking industry

Risks relating to our shares, preferred share ADSs and common share ADSs.

ITEM 4. INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Recent acquisitions

In July, 2016, we announced to the market the acquisition of 100% of the share capital of HSBC Brasil.

Other strategic alliances

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.

Maintain asset quality and operational risk levels.

Complement organic growth with strategic alliances and pursue selective acquisitions.

Focus on corporate responsibility and sustainability as core principles of our business.

4.B. Business Overview

International banking services

Insurance, pension plans and capitalization bonds

Distribution channels of insurance products, pension plans and capitalization bonds

Distribution channels

Partnerships with retail companies – Bradesco Expresso

4.C. Organizational Structure

4.D. Property, Plants and Equipment

ITEM 4A. UNRESOLVED STAFF COMMENTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

5.A. Operating Results

5.B. Liquidity and Capital Resources

Asset and liability management

Liquidity and funding

Capital compliance - Basel III

Interest rate sensitivity

Exchange rate sensitivity

Capital expenditures

5.C. Research and Development, Patents and Licenses

5.D. Trend Information

5.E. Off-balance sheet arrangements

5.F. Tabular Disclosure of Contractual Obligations

5.G. Safe Harbor

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

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

6.B. Compensation

6.C. Board Practices

Fiscal Council

Board Advisory Committees

Board Committees

Ombudsman

6.D. Employees

6.E. Share Ownership

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. Major Shareholders

BBD

NCF

Market

7.B. Related Party Transactions

7.C. Interests of Experts and Counsel

ITEM 8. FINANCIAL INFORMATION

8.A. Consolidated Statements and other Financial Information

Legal proceedings

Policy on dividend distributions

8.B. Significant Changes

ITEM 9. THE OFFER AND LISTING

9.A. Offer and Listing Details

Trading on the B3

Corporate governance practices of B3

9.D. Selling Shareholders

9.E. Dilution

9.F. Expenses of the Issue

ITEM 10. ADDITIONAL INFORMATION

10.A. Share Capital

10.B. Memorandum and Articles of Association

Organization

Right of withdrawal

Liquidation

Redemption