bbdform20f_2014.htm - Generated by SEC Publisher for SEC Filing  

 

 


 
 

Form 20-F

Sumário

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

4

FORWARD‑LOOKING STATEMENTS

5

PART I

5

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

5

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

5

ITEM 3. KEY INFORMATION

6

3.A. Selected Financial Data

6

3.B. Capitalization and Indebtedness

9

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

9

3.D. Risk Factors

9

ITEM 4. INFORMATION ON THE COMPANY

21

4.A. History and Development of the Company

21

4.B. Business Overview

25

4.C. Organizational Structure

109

4.D. Property, Plants and Equipment

109

ITEM 4A. UNRESOLVED STAFF COMMENTS

109

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

109

5.A. Operating Results

109

5.B. Liquidity and Capital Resources

136

5.C. Research and Development, Patents and Licenses

149

5.D. Trend Information

149

5.E. Off-balance sheet arrangements

149

5.F. Tabular Disclosure of Contractual Obligations

150

5.G. Safe Harbor

150

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

150

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

150

6.B. Compensation

158

6.C. Board of Directors Practices

158

6.D. Employees

163

6.E. Share Ownership

164

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

164

7.A. Major Shareholders

164

7.B. Related Party Transactions

168

7.C. Interests of Experts and Counsel

168

ITEM 8. FINANCIAL INFORMATION

168

8.A. Consolidated Statements and other Financial Information

168

8.B. Significant Changes

170

ITEM 9. THE OFFER AND LISTING

170

9.A. Offer and Listing Details

170

   

2 Form 20-F – December 2014


 
 

9.B. Plan of Distribution

174

9.C. Markets

174

9.D. Selling Shareholders

175

9.E. Dilution

175

9.F. Expenses of the Issue

175

ITEM 10. ADDITIONAL INFORMATION

176

10.A. Share Capital

176

10.B. Memorandum and Articles of Association

176

10.C. Material contracts

184

10.D. Exchange controls

184

10.E. Taxation

184

10.F. Dividends and Paying Agents

189

10.G. Statement by Experts

189

10.H. Documents on Display

189

10.I. Subsidiary Information

189

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

190

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

193

12.A. Debt Securities

193

12.B. Warrants and Rights

193

12.C. Other Securities

193

12.D. American Depositary Shares

193

PART II

194

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

194

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

194

ITEM 15. CONTROLS AND PROCEDURES

194

ITEM 16. [RESERVED]

195

16.A. Audit Committee Financial Expert

195

16.B. Code of Ethics

195

16.C. Principal Accountant Fees and Services

195

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

196

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

196

16.F. Change in Registrant's Certifying Accountant

197

16.G. Corporate Governance

197

PART III

200

ITEM 17. FINANCIAL STATEMENTS

200

ITEM 18. FINANCIAL STATEMENTS

200

ITEM 19. EXHIBITS

201

 


 
 

Table of Contents

Form 20-F


PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this annual report, the terms "Bradesco," the "Company," the "Bank," the "Bradesco Group," "we,” the “Organization,” and "us" refer to Banco Bradesco S.A., a sociedade anônima organized under the laws of Brazil and, unless otherwise indicated, its consolidated subsidiaries.

All references herein to "real," "reais" or "R$" refer to the Brazilian real, the official currency of Brazil. References herein to "U.S. dollars," "dollar" and "US$" refer to United States dollars, the official currency of the United States of America (USA).

Our audited consolidated financial statements as of and for the years ended December 31, 2014, 2013 and 2012, with the corresponding notes, are included under "Item 18. Financial Statements" of this annual report and were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

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

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

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

References in this annual report to the “common shares” and “preferred shares” are to our common shares and preferred shares, respectively, and together our "shares."

References to “preferred share ADSs” in this annual report are to preferred share American Depositary Shares, each representing one preferred share. The preferred share ADSs are evidenced by preferred share American Depositary Receipts, or preferred share ADRs, issued pursuant to an Amended and Restated Deposit Agreement, dated as of July 22, 2009, by and among us, The Bank of New York Mellon, as depositary, and the holders and beneficial owners of preferred share ADSs evidenced by preferred share ADRs issued thereunder (the Preferred Share ADS Deposit Agreement).

References to "common share ADSs" in this annual report are to common share American Depositary Shares, with each common share ADS representing one common share. The common share ADSs are evidenced by common share American Depositary Receipts, or common share ADRs, issued pursuant to a Deposit Agreement dated as of March 13, 2012, by and among us, The Bank of New York Mellon, as depositary, and the holders and beneficial owners of common share ADSs evidenced by common share ADRs issued thereunder (the "Common Share ADS Deposit Agreement" and, together with the “Preferred Share ADS Deposit Agreement”, the "Deposit Agreements").

References throughout this annual report to "ADSs" are to our preferred share ADSs and common share ADSs, together.

Throughout this annual report, we may indicate that certain information is available at different websites operated by us. None of the information on the websites referred to or mentioned in this annual report is part of or is incorporated by reference herein.

 

 

4 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F


FORWARD‑LOOKING STATEMENTS

This annual report contains forward‑looking statements as defined in Section 27A of the Securities Act of 1933, as amended, or "Securities Act," and Section 21E of the Securities Exchange Act of 1934, as amended, or "Exchange Act." These statements are based mainly on our current expectations and projections of future events and financial trends that currently affect or might affect our business. In addition to the items discussed in other sections of this annual report, there are many significant factors that could cause our financial condition and results of operation to differ materially from those set out in our forward-looking statements, including, but not limited to, the following:

·      global economic conditions;

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

·      risks of lending, credit, investments and other activities;

·      our level of capitalization;

·      cost and availability of funds;

·      higher levels of delinquency by borrowers, credit delinquency and other delinquency events leading to higher impairment of loans and advances;

·      loss of customers or other sources of income;

·      our ability to execute our investment strategies and plans as well as to maintain and improve our operating performance;

·      our revenues from new products and businesses;

·      adverse claims, legal or regulatory disputes or proceedings;

·      inflation, fluctuations in the value of the real and/or interest rates, which could adversely affect our margins;

·      competitive conditions in the banking, financial services, credit card, asset management, insurance sectors and related industries;

·      the market value of securities, particularly Brazilian government securities; and

·      changes by the Central Bank and others in laws and regulations, applicable to us and our activities, including, but not limited to, those affecting tax matters.

Words such as "believe," "expect," "continue," "understand," "estimate," "will," "may," "anticipate," "should," "intend," and other similar expressions are intended to identify forward‑looking statements. These statements refer only to the date on which they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or any other event.

In light of these risks and uncertainties, the forward‑looking statements, events and circumstances discussed in this annual report may not be accurate, and our actual results and performance could differ materially from those anticipated in our forward-looking statements. Investors should not make investment decisions based solely on the forward-looking statements in this annual report.

 

PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

 

 

 5 Bradesco


 
 

Table of Contents

Form 20-F


ITEM 3. KEY INFORMATION


3.A. Selected Financial Data

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

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

 

Selected Financial Data

 

Year ended December 31,

US$ in
thousands (1)

R$ in thousands

2014

2014

2013

2012

2011

2010

Data from the Consolidated Statement of Income

 

 

 

 

 

 

Interest and similar income

32,385,628

103,893,096

90,682,625

83,031,854

82,152,096

63,772,183

Interest and similar expenses

(16,785,327)

(53,847,329)

(41,382,142)

(39,646,131)

(46,763,775)

(31,000,892)

Net interest income

15,600,301

50,045,767

49,300,483

43,385,723

35,388,321

32,771,291

Fee and commission income

5,224,433

16,759,980

14,535,723

12,757,131

10,932,237

9,421,485

Fee and commission expenses

(6,460)

(20,724)

(36,041)

(36,391)

(33,978)

(26,947)

Net fee and commission income

5,217,973

16,739,256

14,499,682

12,720,740

10,898,259

9,394,538

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

(602,557)

(1,933,003)

(5,790,089)

2,110,112

(608,271)

2,212,733

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

(309,194)

(991,894)

(6,100,782)

1,895,974

365,302

754,416

Net gains/(losses) on foreign currency transactions

(387,993)

(1,244,680)

(1,093,597)

(1,087,595)

2,625,816

(682,961)

Income from insurance and pension plans

1,686,984

5,411,845

6,933,680

1,413,016

3,076,175

2,577,730

Impairment of loans and advances

(3,208,038)

(10,291,386)

(9,623,870)

(11,451,383)

(8,239,358)

(5,756,125)

Personnel expenses

(4,260,486)

(13,667,639)

(12,354,418)

(11,559,002)

(11,094,794)

(8,794,017)

Other administrative expenses

(4,043,492)

(12,971,521)

(12,151,537)

(11,803,989)

(11,380,270)

(9,761,445)

Depreciation and amortization

(914,179)

(2,932,687)

(2,740,830)

(2,488,182)

(2,117,666)

(1,966,433)

Other operating income/(expenses)

(3,186,747)

(10,223,083)

(7,622,240)

(8,674,178)

(5,106,092)

(6,002,663)

Income before income taxes and equity in the earnings of associates

5,592,573

17,940,975

13,256,482

14,461,236

13,807,422

14,747,064

Equity in the earnings of associates and joint ventures

433,234

1,389,816

1,062,687

980,212

803,820

577,053

Income before income taxes

6,025,808

19,330,791

14,319,169

15,441,448

14,611,242

15,324,117

Income tax and social contribution

(1,220,172)

(3,914,313)

(1,833,031)

(4,089,754)

(3,521,800)

(5,271,924)

Net income for the year

4,805,635

15,416,478

12,486,138

11,351,694

11,089,442

10,052,193

Attributable to shareholders

 

 

 

 

 

 

Controlling

4,773,985

15,314,943

12,395,920

11,291,570

10,958,054

9,939,575

Non-controlling interest

31,651

101,535

90,218

60,124

131,388

112,618

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

 

 

 

6 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

 

Year ended December 31,

R$, except for number of shares

2014

2013

2012

2011

2010

Data on Earnings and Dividends per Share (1)

 

 

 

 

 

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

 

 

 

 

 

Common

3.48

2.81

2.56

2.49

2.27

Preferred

3.82

3.09

2.82

2.74

2.49

Dividends/interest on equity per share (2)

 

 

 

 

 

Common

1.15

0.93

0.88

0.84

0.77

Preferred

1.26

1.02

0.97

0.93

0.85

Weighted average number of outstanding shares

 

 

 

 

 

Common

2,100,738,519

2,100,738,519

2,100,833,147

2,099,843,709

2,068,913,020

Preferred

2,095,584,207

2,096,606,848

2,098,472,511

2,097,504,111

2,069,503,929

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

(2) Holders of preferred shares are entitled to receive dividends per share in an amount 10.0% greater than the dividends per share paid to common shareholders. For purposes of calculating earnings per share according to IFRS, we used the same criteria adopted for dividends per share. For a description of our two classes of shares. see "Item 10.B. Memorandum and Articles of Association;"

(3) None of our outstanding liabilities are exchangeable for or convertible into equity securities. Therefore, our diluted earnings per share do not differ from our earnings per share. Accordingly, our basic and diluted earnings per share are equal in all periods presented;

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

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

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

 

 

Year ended December 31,

In US$

2014

2013

2012

2011

2010

Dividends/interest on equity per share (1)

 

 

 

 

 

Common

0.43

0.40

0.42

0.45

0.46

Preferred

0.47

0.44

0.47

0.50

0.50

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

 

 

 

7 Bradesco


 
 

Table of Contents

Form 20-F

 

As of December 31,

US$ in
thousands (1)

R$ in thousands

2014

2014

2013

2012

2011

2010

Data from the Consolidated Statement of Financial Position

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Cash and balances with banks

20,395,979

65,430,300

67,450,363

59,901,564

93,722,190

80,960,127

Financial assets held for trading

24,469,548

78,498,311

96,092,523

111,838,502

96,597,075

75,234,191

Financial assets available for sale

37,706,276

120,961,734

67,838,411

81,522,130

45,207,634

40,179,144

Investments held to maturity

7,815,159

25,071,031

23,069,026

3,715,673

4,110,987

3,394,307

Assets pledged as collateral

47,572,534

152,612,689

117,740,225

106,133,299

97,122,080

79,700,612

Loans and advances to banks

22,747,699

72,974,619

78,719,723

92,459,347

72,660,596

64,715,412

Loans and advances to customers, net of impairment

102,264,340

328,064,004

304,121,334

269,021,320

245,251,879

210,280,182

Non-current assets held for sale

313,735

1,006,461

832,546

532,973

445,328

412,142

Investments in associated companies and joint ventures

1,241,827

3,983,780

3,392,847

3,121,386

2,724,721

2,298,200

Property and equipment, net of accumulated depreciation

1,465,249

4,700,518

4,501,967

4,524,827

4,258,456

3,669,281

Intangible assets and goodwill, net of accumulated amortization

2,347,230

7,529,915

8,220,739

7,617,873

7,046,256

5,412,088

Taxes to be offset

1,910,907

6,130,191

5,293,116

5,294,566

4,503,040

1,590,297

Deferred income tax assets

8,849,184

28,388,183

25,661,079

17,913,529

17,051,947

12,733,792

Other assets

10,941,172

35,099,280

35,367,715

35,943,635

30,264,400

22,374,249

Total assets

290,040,840

930,451,016

838,301,614

799,540,624

720,966,589

602,954,024

Liabilities

 

 

 

 

 

 

Deposits from banks

87,263,163

279,940,227

243,100,373

220,943,354

204,351,800

171,920,917

Deposits from customers

65,471,167

210,031,505

216,218,057

210,774,263

216,620,050

192,475,948

Financial liabilities held for trading

1,033,533

3,315,573

1,826,382

4,049,982

747,210

732,967

Funds from securities issued

26,505,735

85,030,399

57,883,068

51,552,093

41,630,969

17,809,765

Subordinated debt

11,166,355

35,821,666

35,885,003

34,851,714

26,910,091

26,314,946

Insurance technical provisions and pension plans

45,685,542

146,559,220

130,329,023

118,768,720

99,112,321

83,493,046

Other provisions

4,321,821

13,864,401

13,752,577

21,021,109

17,894,158

13,327,866

Current income tax liabilities

1,122,922

3,602,333

3,082,976

3,288,688

2,694,395

1,923,372

Deferred income tax liabilities

251,926

808,178

799,824

3,091,667

2,246,508

1,980,544

Other liabilities

21,566,618

69,185,709

63,321,405

59,852,644

49,376,993

41,816,088

Total liabilities

264,388,781

848,159,211

766,198,688

728,194,234

661,584,495

551,795,459

Equity

 

 

 

 

 

 

Share capital

11,876,559

38,100,000

38,100,000

30,100,000

30,100,000

28,500,000

Treasury shares

(92,897)

(298,015)

(269,093)

(197,301)

(183,109)

(10,049)

Capital reserves

11,214

35,973

35,973

35,973

35,973

87,146

Profit reserves

13,642,565

43,765,349

34,122,503

34,189,383

26,732,531

19,481,986

Additional paid-in capital

21,975

70,496

70,496

70,496

70,496

70,496

Other comprehensive income

(205,580)

(659,501)

(1,102,887)

6,396,736

1,751,059

2,219,272

Retained earnings

359,551

1,153,439

927,314

542,422

632,096

702,383

Equity attributable to controlling shareholders

25,613,386

82,167,741

71,884,306

71,137,709

59,139,046

51,051,234

Non-controlling interest

38,673

124,064

218,620

208,681

243,048

107,331

Total equity

25,652,059

82,291,805

72,102,926

71,346,390

59,382,094

51,158,565

Total liabilities and equity

290,040,840

930,451,016

838,301,614

799,540,624

720,966,589

602,954,024

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

 

Exchange Rate Information

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

 

 

 

8 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

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

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

Period

Period-End

Average (1)

High (1)

Low (1)

2010

1.6662

1.7575

1.8748

1.6662

2011

1.8758

1.6705

1.8758

1.5563

2012

2.0435

1.9524

2.1074

1.7092

2013

2.3426

2.1641

2.3725

1.9754

2014

 

 

 

 

November

2.5601

2.3338

2.5601

2.2025

December

2.6562

2.3586

2.6562

2.2025

2015

 

 

 

 

January

2.6623

2.6593

2.6623

2.6562

February

2.8782

2.7322

2.8782

2.6562

March

3.2080

2.8512

3.2080

2.6562

(1) Average, high and low month end rates from December of the previous period.

Source: Central Bank.

 

 

3.B. Capitalization and Indebtedness

Not applicable.

 

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

Not applicable.

 

3.D. Risk Factors

Macroeconomic risks

The current weakness in Brazilian macroeconomic conditions and perception of certain risks and uncertainties relating to Brazil may have a material adverse effect on our financial condition and results of operations.

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

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

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

In addition, our subsidiary Banco Bradesco BBI S.A. (“Bradesco BBI”) is a party to certain legal proceedings filed against Petrobras and other defendants, due to its role as underwriter in a notes offering of Petrobras. We or our subsidiaries may become a party to other legal proceedings against Petrobras or other companies which have not yet been filed. A negative outcome of these ongoing legal proceedings or any new legal proceedings may harm our reputation and may adversely affect our financial condition and results of operations.

9 Bradesco


 
 

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Form 20-F

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

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

 

The Brazilian government exercises influence over the Brazilian economy, and Brazilian political and economic conditions have a direct impact on our business.

Our financial condition and results of operations are substantially dependent on Brazil’s economy, which in the past has been characterized by frequent and occasionally drastic intervention by the Brazilian government and volatile economic cycles.

In the past, the Brazilian government has often changed monetary, fiscal, taxation and other policies to influence the course of Brazil’s economy. We have no control over, and cannot predict, what measures or policies the Brazilian government may take in response to the current or future Brazilian economic situation or how Brazilian government intervention and government policies will affect the Brazilian economy and, both directly and indirectly, our operations and revenues.

Our operations, financial condition and the market price of our shares, preferred share ADSs and common share ADSs may be adversely affected by changes in policy involving exchange controls, tax and other matters, as well as factors such as:

·      exchange rate fluctuations;

·      base interest rate fluctuations;

·      domestic economic growth;

·      political, social or economic instability;

·      monetary policies;

·      tax policy and changes in tax regimes;

·      exchange controls policies;

·      liquidity of domestic financial, capital and credit markets;

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

·      decreases in wage and income levels;

·      increases in unemployment rates;

·      macroprudential measures;

·      inflation; and

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

 

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

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

As of December 31, 2014, the net balance of our assets and liabilities denominated in, or indexed to, foreign currencies (primarily U.S. dollars) was 3.5% of our total assets. If the Brazilian currency is devalued or depreciates, we risk losses on our liabilities denominated in, or indexed to, foreign currencies, such as our U.S. dollar denominated long term debt and foreign currency loans, and experience gains on our monetary assets denominated in or indexed to foreign currencies, as the liabilities and assets are translated into reais. Accordingly, if our liabilities denominated in, or indexed to, foreign currencies significantly exceed our monetary assets denominated in, or indexed to, foreign currencies, including any financial instruments entered into for hedging purposes, a large devaluation or depreciation of the Brazilian currency could materially and adversely affect our financial results and the market price of our shares, preferred share ADSs and common share ADSs, even if the value of the liabilities has not changed in their original currency. In addition, our lending operations depend significantly on our capacity to match the cost of funds indexed to the U.S. dollar with the rates charged to our customers. A significant devaluation or depreciation of the U.S. dollar may affect our ability to attract customers on such terms or to charge rates indexed to the U.S. dollar.

10 Form 20-F – December 2014


 
 

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Form 20-F

Conversely, when the Brazilian currency appreciates, we incur losses on our monetary assets denominated in, or indexed to, foreign currencies, such as the U.S. dollar, and experience decreases in our liabilities denominated in, or indexed to, foreign currencies, as the liabilities and assets are translated into reais. Therefore, if our monetary assets denominated in, or indexed to, foreign currencies significantly exceed our liabilities denominated in, or indexed to, foreign currencies, including any financial instruments entered into for hedging purposes, a large appreciation of the Brazilian currency could materially and adversely affect our financial results even if the value of the monetary assets has not changed in their original currency.

 

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

Brazil has, in the past, experienced extremely high rates of inflation. Inflation and governmental measures to combat inflation have in the past had significant negative effects on the Brazilian economy and contributed to increased economic uncertainty in Brazil and heightened volatility in the Brazilian securities markets, which may have an adverse effect on us.

The memory of and potential for inflation is still present, despite the monetary stability achieved in the mid-1990s which intensified after 1999 with the adoption of inflation targeting norms. There are still concerns that inflation levels might rise again in the future. The current system is a monetary regime which the Central Bank oversees in order to assure that the effective rate of inflation keeps in line with a predetermined target, previously announced to the public. Brazil’s rates of inflation, as measured by the General Price Index – Domestic Availability or “IGP-DI” (Índice Geral de Preços Disponibilidade Interna), reached 3.8%, 5.5% and 8.1% in 2014, 2013 and 2012, respectively.

Government measures to combat inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. As a result, interest rates have fluctuated significantly. Increases in the base interest rate (SELIC) set by the Central Bank Committee on Monetary Policy (Comitê de Política Monetária - COPOM) may have an adverse effect on us by reducing demand for our credit, and increasing our cost of funds, domestic debt expense and the risk of customer default. Decreases in the SELIC rate may also have an adverse effect on us by decreasing the interest income we earn on our interest-earning assets and lowering our revenues and margins.

Future Brazilian government actions, including the imposition of taxes, intervention in the foreign exchange market and actions to adjust or fix the value of the real, as well as any GDP growth beyond expected levels may trigger increases in inflation. If Brazil experiences fluctuations in rates of inflation in the future, our costs and net margins may be affected and, if investor confidence lags, the price of our securities may fall. Inflationary pressures may also affect our ability to access foreign financial markets and may lead to counter-inflationary policies that may have an adverse effect on our business, financial condition, results of operations and the market value of our shares, preferred share ADSs and common share ADSs.

 

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

The COPOM establishes the base interest rates for the Brazilian banking system (SELIC). The base interest rate was 11.75%, 10.0% and 7.25% per annum as of December 31, 2014, 2013 and 2012, respectively. Changes in the base interest rate may adversely affect our results of operations because:

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

·      low base interest rates may diminish our interest income.

11 Bradesco


 
 

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Form 20-F

The COPOM adjusts the SELIC rate in order to manage aspects of the Brazilian economy, including the protection of reserves and capital flows. We have no control over the SELIC rate set by the COPOM or how often such rate is adjusted.

 

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

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

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

 

Risks relating to Bradesco and the Brazilian banking industry

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

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

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

Rapid loan growth may also reduce our ratio of non-performing loans to total loans until growth slows or the portfolio becomes more seasoned. Adverse economic conditions and a slower growth rate for our loans and advances to customers may result in increases in our impairment of loans and advances, charge-offs and our ratio of non-performing loans and advances to total loans and advances, which may have an adverse effect on our business, financial condition and results of operations.

 

Adverse conditions in the credit and capital markets may adversely affect our ability to access funding in a cost effective and/or timely manner.

Volatility and uncertainties in the credit and capital markets have generally decreased liquidity, with increased costs of funding for financial institutions and corporations. These conditions may impact our ability to replace, in a cost effective and/or timely manner, maturing liabilities and/or access funding to execute our growth strategy. If we are forced to delay raising capital or pay unattractive interest rates in order to obtain capital, our financial condition and results of operations may be adversely affected.

12 Form 20-F – December 2014


 
 

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Form 20-F

 

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

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

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

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

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

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

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

·      increasing competition for foreign investment opportunities.

 

Losses on our investments in financial assets may have a significant impact on our results of operations and are not predictable.

The value of certain of our investments in financial assets may decline significantly due to volatile financial markets and may fluctuate over short periods of time. As of December 31, 2014, investments in financial assets represented 21.4% of our assets, and realized investment gains and losses have had and will continue to have a significant impact on the results of our operations.The amounts of such gains and losses, which we record when investments in financial assets are sold, or in certain limited circumstances where they are marked to market or recognized at fair value, may fluctuate considerably from period to period. The level of fluctuation depends, in part, upon the fair value of the financial assets, which in turn may vary considerably, and our investment policies. We cannot predict the amount of realized gain or loss for any future period, and our management believes that variations from period to period have no practical analytical value. Furthermore, any gains on our investment portfolio may not continue to contribute to net income at levels consistent with recent periods or at all, and we may not successfully realize the appreciation in our consolidated investment portfolio or any portion thereof.

 

We may incur losses associated with counterparty exposures.

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

 

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Form 20-F

Our trading activities and derivatives transactions may produce material losses.

We engage in the trading of securities, buying debt and equity securities principally to sell them in the near term with the objective of generating profits on short-term differences in price. These investments could expose us to the possibility of material financial losses in the future, as securities are subject to fluctuations in value, which may generate losses. In addition, we enter into derivatives transactions to manage our exposure to interest rate and exchange rate risk. Such derivatives transactions are designed to protect us against increases in exchange rates or interest rates or against decreases in such rates, but not both. If we have entered into derivatives transactions to protect against, for example, decreases in the value of the real or in interest rates and the real instead increases in value or interest rates increase, we may incur financial losses. Such losses could materially and adversely affect our future results of operations and cash flow.

 

The Brazilian government regulates the operations of Brazilian financial institutions and insurance companies, and changes in existing laws and regulations or the imposition of new laws and regulations may negatively affect our operations and revenues.

Brazilian banks and insurance companies, including our banking and insurance operations, are subject to extensive and continuous regulatory review by the Brazilian government. We have no control over government regulations, which govern all facets of our operations, including the imposition of:

·      minimum capital requirements;

·      compulsory deposit/reserve requirements;

·      fixed assets investment limitations;

·      lending limits and other credit restrictions;

·      accounting and statistical requirements;

·      minimum coverage; and

·      mandatory provisioning policies.

The regulatory structure governing Brazilian banks and insurance companies is continuously evolving. Existing laws and regulations could be amended, the manner in which laws and regulations are enforced or interpreted could change, and new laws or regulations could be adopted. Such changes could materially adversely affect our operations and our revenues.

In particular, the Brazilian government has historically enacted regulations affecting financial institutions in an effort to implement its economic policies. These regulations are intended to control the availability of credit and reduce or increase consumption in Brazil. These changes may adversely affect us because our returns on compulsory deposits are lower than those we obtain on our other investments. Regulations issued by the Central Bank are not subject to a legislative process. Therefore those regulations can be enacted and implemented in a very short period of time, thereby affecting our activities in sudden and unexpected ways.

 

A majority of our common shares are held by one shareholder and none of our board members are independent; accordingly, their interests may conflict with those of our other investors.

As of December 31, 2014, Fundação Bradesco directly and indirectly held 56.5% of our common shares. As a result, Fundação Bradesco has the power, among other things, to prevent a change in control of our company, even if a transaction of that nature would be beneficial to our other shareholders, as well as to approve related party transactions or corporate reorganizations. Under the terms of Fundação Bradesco’s by-laws, members of our Diretoria Executiva, or of our Board of Executive Officers, and departmental officers that have been working with us for more than ten years serve as members of the Board of Trustees of Fundação Bradesco. The Board of Trustees has no other members.

Our Board of Directors has 10 members, none of whom are regarded as independent. Brazilian Corporate Law provides that only individuals may be appointed to a company's board of directors. Accordingly, there is no legal or statutory provision requiring Bradesco to have independent directors. As a result, the interests of our Board of Directors may not always be in line with the interests of our common shareholders and these holders do not have the same protections they would have if most of the directors were independent. Furthermore, our directors are associated to Fundação Bradesco and circumstances may arise in which the interests of Fundação Bradesco, and its associates, conflict with with our other investors’ interests.

14 Form 20-F – December 2014


 
 

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Form 20-F

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

 

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

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

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

·      a portion of our compulsory deposits do not bear interest; and

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

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

As of December 31, 2014, our compulsory deposits in connection with demand, savings and time deposits and additional compulsory deposits were R$50.9 billion. Reserve requirements have been used by the Central Bank to control liquidity as part of monetary policy in the past, and we have no control over their imposition. Any increase in the compulsory deposit requirements may reduce our ability to lend funds and to make other investments and, as a result, may adversely affect us. For further information on compulsory deposits, see "Item 4.B. Business Overview- Deposit - taking activities".

 

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

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

 

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

Article 192 of the Brazilian Constitution, enacted in 1988, established a 12.0% per annum ceiling on bank loan interest rates. However, since the enactment of the Brazilian Constitution, this rate had not been enforced, as the regulation regarding the ceiling was pending. The understanding that this ceiling is not yet in force has been confirmed by Súmula Vinculante No. 7, a final binding decision enacted in 2008 by the Brazilian Supreme Court (STF) in accordance with such Court’s prior understanding on this matter. Since 1988, several attempts were made to regulate the limitation on loan interest, and especially bank loan interest rates, but none of them were implemented nor have been confirmed by Brazilian superior courts.

On May 29, 2003, Constitutional Amendment No. 40 (EC 40/03) was enacted and revoked all subsections and paragraphs of Article 192 of the Brazilian constitution. This amendment allows the Brazilian Financial System, to be regulated by specific laws for each sector of the system rather than by a single law relating to the system as a whole.

With the enactment of Law No. 10,406/02, as amended, (the “Civil Code”), unless the parties to a loan have agreed to use a different rate, in principle the interest rate ceiling has been pegged to the base rate charged by the National Treasury Office (Fazenda Nacional). There is currently an uncertainty as to whether such base rate which is referred to in the Civil Code is: (i) the Special Clearing and Settlement System (Sistema Especial de Liquidação e Custódia) rate, which we call the “SELIC” rate, the base interest rate established by COPOM, which was 11.75% per annum as of December 31, 2014 and 12.75% per annum as of March 31, 2015; or (ii) the 12.0% a.a. rate established in Article 161, paragraph 1, of Law No. 5,172, of October 25, 1966, as amended (“Brazilian Tax Code”), which is the default interest rate due when taxes are not paid on time.

15 Bradesco


 
 

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Form 20-F

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

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

 

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

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

 

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

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

 

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

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

 

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Form 20-F

 

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

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

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

 

 

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Form 20-F

The Brazilian Supreme Court is currently deciding cases relating to the application of inflation adjustments which may increase our costs and cause losses.

The Brazilian Supreme Court (Supremo Tribunal Federal, or “STF”), which is the highest court in Brazil and is responsible for judging constitutional matters, is currently deciding on whether savings account holders have the right to obtain adjustments for inflation related to their deposits due to the economic plans Cruzado, Bresser, Verão, Collor I and Collor II, implemented in the 1980s and 1990s, before the Plano Real, in 1994. The trial began in November 2013, but was recently interrupted. According to the institutions representing the account holders, banks misapplied the monetary adjustments when those economic plans were implemented, and should indemnify the account holders for the non-adjustment of those amounts.

In connection with a related sentence, the Superior Court of Justice (Superior Tribunal de Justiça, or “STJ”), which is the highest court responsible for deciding on federal laws, decided, in May 2014, that the starting date for counting default interest for compensating savings account holders must be the date of summons of the related lawsuit (rather than the date of settlement of the judgment), therefore increasing the amount of possible losses for the affected banks in the event of an unfavorable decision by the STF.

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

 

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

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

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

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

 

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

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

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

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

Investing in securities that trade in emerging markets such as Brazil often involves greater risk than investing in securities of issuers in more developed countries, and these investments are generally considered more speculative in nature. The Brazilian securities market is substantially smaller and less liquid than major securities markets, such as the United States, and may be more volatile. Although you are entitled to withdraw our shares underlying the preferred share ADSs and common share ADSs from the depositary bank at any time, your ability to sell our shares underlying the preferred share ADSs and common share ADSs at a price and time acceptable to you may be substantially limited. There is also significantly greater concentration in the Brazilian securities market than in major securities markets such as the United States or other countries. The ten largest companies in terms of market capitalization accounted for 50.7% of the aggregate market capitalization of the Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA) in December 2014.

 

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

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

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

On March 1, 2013, CMN Resolution No. 4,193/13 was issued in an effort to further implement the Basel III Accord in Brazil. Pursuant to such rule, a restriction of dividend and interest payments on equity may be imposed by the Central Bank in the event of non-compliance with the additional capital requirements established by the Central Bank, as further described in "Item 5.B. Liquidity and Capital Resources - Capital adequacy and leverage.”

 

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

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

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

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

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

 

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

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

 

Payments on the preferred share ADSs and common share ADSs may be subject to U.S. withholding under FATCA.

The United States has enacted rules, commonly referred to as “FATCA,” that generally impose a new reporting and withholding regime with respect to certain U.S. source payments (including interest and dividends), gross proceeds from the disposition of property that can produce U.S. source interest and dividends and certain payments made by entities that are classified as financial institutions under FATCA. The United States has entered into an intergovernmental agreement regarding the implementation of FATCA with Brazil (the “IGA”). Under the current terms and conditions of the IGA, we do not expect payments made on or with respect to the preferred share ADSs or common share ADSs to be subject to withholding under FATCA. However, significant aspects of when and how FATCA will apply remain unclear, and no assurance can be given that withholding under FATCA will not become relevant with respect to payments made on or with respect to the preferred share ADSs or common share ADSs in the future. Prospective investors should consult their own tax advisors regarding the potential impact of FATCA.

 

You may be unable to exercise preemptive rights relating to our shares.

You will not be able to exercise preemptive rights relating to our shares underlying your preferred share ADSs and common share ADSs unless a registration statement under the Securities Act is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. Similarly, we may from time to time distribute rights to our shareholders. The depositary bank will not offer rights to you as a holder of the preferred share ADSs and common share ADSs unless the rights are either registered under the Securities Act or are subject to an exemption from the registration requirements. We are not obligated to file a registration statement with respect to the shares or other securities relating to these rights, and we cannot assure you that we will file any such registration statement. Accordingly, you may receive only the net proceeds from the sale by the depositary bank of the rights received in respect of the shares represented by your preferred share ADSs and common share ADSs or, if the preemptive rights cannot be sold, they will be allowed to lapse. You may also be unable to participate in rights offerings by us, and your holdings may be diluted as a result.

 

 

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If you exchange your preferred share ADSs or common share ADSs for their underlying shares, you risk losing Brazilian tax advantages and the ability to remit foreign currency abroad.

Brazilian law requires that parties obtain registration with the Central Bank in order to remit foreign currencies, including U.S. dollars, abroad. The Brazilian custodian for the shares must obtain the necessary registration with the Central Bank for payment of dividends or other cash distributions relating to the shares or after disposal of the shares. If you exchange your preferred share ADSs or common share ADSs for the underlying shares, however, you may only rely on the custodian's certificate for five business days from the date of exchange. Thereafter, you must obtain your own registration in accordance with the rules of the Central Bank and the CVM, in order to obtain and remit U.S. dollars abroad after the disposal of the shares or the receipt of distributions relating to the shares. If you do not obtain a certificate of registration, you may not be able to remit U.S. dollars or other currencies abroad and may be subject to less favorable tax treatment on gains with respect to the shares. For more information, see "Item 10.D. Exchange Controls."

If you attempt to obtain your own registration, you may incur expenses or suffer delays in the application process, which could delay your receipt of dividends or distributions relating to the shares or the return of your capital in a timely manner. The custodian's registration and any certificate of foreign capital registration you may obtain may be affected by future legislative changes. Additional restrictions applicable to you, to the disposal of the underlying shares or to the repatriation of the proceeds from disposal may be imposed in the future.

 

ITEM 4. INFORMATION ON THE COMPANY


4.A. History and Development of the Company

We are a sociedade anônima organized under the laws of Brazil. Our headquarters are in Cidade de Deus, Vila Yara, 06029‑900, Osasco, São Paulo, Brazil, and our telephone number is (55-11) 3684-4011. Our New York Branch is located at 450 Park Avenue, 32nd floor, New York 10022-2605.

We were founded in 1943 as a commercial bank under the name "Banco Brasileiro de Descontos S.A." In 1948, we began a period of aggressive expansion, which led to our becoming the largest private‑sector (non‑government‑controlled) commercial bank in Brazil by the end of the 1960s. We expanded our activities nationwide during the 1970s and conquered urban and rural markets in Brazil. In 1988 we merged with our real estate finance, investment bank and consumer credit subsidiaries to become a multiple service bank and changed our name to Banco Bradesco S.A.

Since 2009, we operate in all Brazilian municipalities, and our large banking network enables us to be closer to our customers, thereby enabling our managers to develop knowledge as to economically active regions and other important conditions for our business. This knowledge helps us assess and mitigate risks in credit operations, among other risks, as well as to meet the specific needs of our customers.

Currently, we are one of the largest banks in Brazil in terms of total assets. We offer a wide range of banking and financial products and services in Brazil and abroad to individuals, large, mid‑sized and small companies and major local and international corporations and institutions. Our products and services encompass banking operations such as loans and advances and deposit‑taking, credit card issuance, purchasing consortiums, insurance, leasing, payment collection and processing, pension plans, asset management and brokerage services.

As of December 31, 2014, we had, on a consolidated basis:

·   R$930.5 billion in total assets;

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

·   R$211.6 billion in total deposits;

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

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

·   R$44.0 billion in foreign trading financing;

·   41.1 million insurance policyholders;

·   26.5 million checking account holders;

·   59.1 million savings accounts;

·   3.4 million capitalization bonds holders;

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·   2.4 million pension plan holders;

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

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

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

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

 

Recent acquisitions

In January 2014, Bradesco Saúde S.A. concluded a transaction to indirectly acquire a 6.5% interest in the equity and voting capital of Odontoprev S.A., disclosed to the market in October 2013. By means of this acquisition, Bradesco Saúde raised its interest in the equity and voting capital of Odontoprev, from 43.5% to approximately 50.01%, Odontoprev was already being consolidated based on control obtained through its shareholders agreement.

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

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

 

Other strategic alliances

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

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

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

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

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

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

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

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

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

 

Divestments

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

 

Bradesco Expresso – Correspondent Bank

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

The main services we offer through Bradesco Expresso are:

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·      receipt and submission of account applications;

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

·      withdrawals from checking accounts and savings accounts;

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

·      checking and savings account deposits;

·      checking accounts, savings accounts and INSS balance statements;

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

·      prepaid mobile top-up.

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

 

Business strategy

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

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

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

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

 

Maintain asset quality and operational risk levels.

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

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

 

Complement organic growth with strategic alliances and pursue selective acquisitions.

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

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

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

 

4.B. Business Overview

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

The data about these segments was compiled from reports prepared for Management to assess performance and make decisions on allocating funds for investments and other purposes. Management uses various data, including financial data in conformity with BR GAAP and non-financial metrics compiled on different bases. Hence, the segment data were prepared under BR GAAP and the consolidated financial statements were compiled under IFRS. For further information on differences between the results on a consolidated basis and by segments, see "Item 5.A. Operating Results - Results of operations for the year ended December 31, 2014 compared with the year ended December 31, 2013” and “Item 5.A. Operating Results – Results of operations for the year ended December 31, 2013 compared with the year ended December 31, 2012”.

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

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

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

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

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

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

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

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

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

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

·      the largest company operating in the Brazilian insurance market, operating in all lines of this segment, with a 24.0% market share (SUSEP/ANS – November/14), through Grupo Bradesco Seguros, which mainly comprises: Bradesco Seguros S.A., or “Bradesco Seguros” and its subsidiaries: (i) Bradesco Vida e Previdência S.A., or “Bradesco Vida e Previdência;” (ii) Bradesco Capitalização S.A., or “Bradesco Capitalização;” (iii) Bradesco Auto/RE Companhia de Seguros S.A., or “Bradesco Auto/RE;” and (iv) Bradesco Saúde S.A., or “Bradesco Saúde”. The Group´s total revenues in 2014 were R$56.1 billion in insurance premiums, pension plan contributions and capitalization bond income.

 

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

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

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

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

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

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

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

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

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

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

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

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

 

26 Form 20-F – December 2014


 
 

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Form 20-F

Main subsidiaries

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

 

 

 

 

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Form 20-F

Revenues per business segment

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

 

Years Ended December 31,

R$ in thousands

2014

2013

2012

Banking

 

 

 

Loans and advances (1)

62,634,879

57,561,074

54,433,883

Fees and commissions

17,570,839

15,639,215

13,885,450

Insurance and pension plans

 

 

 

Premiums retained from insurance and pension plans

50,454,983

44,887,215

40,176,745

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

 

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

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

 

Banking

We have a diverse customer base that includes individuals and small, midsized and large companies in Brazil. Historically, we have cultivated a strong presence among the broadest segment of the Brazilian market, middle- and low-income individuals. For further information, see "Distribution channels" and "Specialized distribution of products and services."

 

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Form 20-F

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

 

 

 

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Form 20-F

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

 

Year ended December 31,

Banking - R$ in thousands

2014

2013

2012

Statement of Income data

 

 

 

Net interest income

43,034,717

41,600,095

39,181,426

Impairment of loans and advances

(10,432,347)

(9,731,376)

(10,925,404)

Other income/(expenses) (1)

(21,285,902)

(24,455,897)

(20,301,375)

Income before income taxes

11,316,468

7,412,822

7,954,647

Income tax and social contribution

(771,896)

789,516

(273,930)

Net income for the year

10,544,572

8,202,338

7,680,717

Net income attributable to controlling shareholders

10,532,724

8,195,099

7,672,233

Net income attributable to non-controlling interest

11,848

7,239

8,484

Statement of Financial Position data

 

 

 

Total assets

872,867,916

768,059,393

750,410,472

Selected results of operations data

 

 

 

Interest and similar income

 

 

 

Loans and advances to banks

8,569,988

8,898,478

6,758,555

Loans and advances to customers

54,064,891

48,662,596

47,675,328

Financial assets

24,899,632

19,225,270

17,013,594

Compulsory deposits with the Central Bank

4,277,351

3,110,877

3,808,229

Other financial interest income

46,598

38,671

37,540

Interest and similar expenses

 

 

 

Deposits from banks

(26,429,261)

(21,615,019)

(18,563,193)

Deposits from customers

(11,903,447)

(9,941,279)

(11,224,649)

Funds from securities issued

(6,703,975)

(3,646,584)

(3,439,647)

Subordinated debt

(3,787,060)

(3,132,915)

(2,884,331)

Net interest income

43,034,717

41,600,095

39,181,426

Net fee and commission income

17,570,839

15,639,215

13,885,450

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

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

 

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

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

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

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

·      management of receipts and payments;

·      asset management;

·      services related to capital markets and investment banking activities;

·      intermediation and trading services;

·      custody, depositary and controllership services;

·      international banking services; and

·      purchasing consortiums.

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Form 20-F

Deposit-taking with clients

We offer a variety of deposit products and services to our customers mainly through our branches, including:

·      Non-interest-bearing checking accounts, such as:

- Easy Account (Conta Fácil) – customers have a checking account and a savings account under the same bank account number, using the same card for both accounts;

- Click Account (Click Conta) – no-fee checking account for minors (from 11 to 17 years of age), with exclusive website and debit card, automatic pocket money service and free online courses, among other benefits; and

- Academic Account (Conta Universitária) – low fee checking account for college students, with subsidized credit conditions, exclusive website and free online courses, among other benefits.

·      traditional savings accounts, which currently earn the Brazilian reference rate, or taxa referencial, known as the "TR," plus 6.2% annual interest in the case the SELIC rate is higher than 8.5% per annum or TR plus 70% of the SELIC rate if the SELIC rate is lower than 8.5% per annum;

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

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

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

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

December 31,

R$ in thousands, except %

2014

2013

2012

Deposits from customers

 

 

 

 

 

 

Demand deposits

32,086,299

15.3%

39,633,427

18.3%

37,684,247

17.9%

Reais

31,113,116

14.8%

39,009,598

18.0%

37,216,604

17.7%

Foreign currency

973,183

0.5%

623,829

0.3%

467,643

0.2%

Savings deposits

92,154,815

43.9%

80,717,805

37.3%

69,041,721

32.8%

Reais

92,154,815

43.9%

80,717,805

37.3%

69,041,721

32.8%

Time deposits

85,790,391

40.8%

95,866,825

44.3%

104,048,295

49.4%

Reais

56,998,851

27.1%

71,625,097

33.1%

80,849,230

38.4%

Foreign currency

28,791,540

13.7%

24,241,728

11.2%

23,199,065

11.0%

Total

210,031,505

100.0%

216,218,057

100.0%

210,774,263

100.0%

 

We offer our customers certain additional services, such as:

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

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

 

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Loans and advances to customers

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

 

December 31,

R$ in thousands

2014

2013

2012

Loans and advances to individuals outstanding by type of operation

 

 

 

Other loans and advances to individuals

79,827,931

77,444,991

69,049,756

Housing loans

40,103,169

27,870,462

22,302,967

Onlending BNDES/Finame

42,168,754

40,543,267

35,703,861

Other corporate loans and advances

102,310,327

99,021,346

90,649,674

Rural loans

17,057,992

13,651,917

11,580,061

Leasing

4,319,149

5,713,481

8,035,454

Credit cards

28,072,447

25,473,079

22,367,978

Import and export financings

35,336,912

34,261,025

29,245,863

Total

349,196,681

323,979,568

288,935,614

 

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

 

December 31,

2014

2013

2012

Borrower size

 

 

 

Largest borrower

2.0%

0.7%

0.9%

10 largest borrowers

6.9%

5.3%

5.2%

20 largest borrowers

10.0%

8.2%

8.1%

50 largest borrowers

14.2%

12.9%

12.9%

100 largest borrowers

17.8%

16.6%

16.9%

 

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

 

Loans and advances to consumers

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

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

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

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

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

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

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

 

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Form 20-F

Real estate financing

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

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

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

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

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

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

 

Microcredit

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

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

 

BNDES onlending

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

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

 

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Other local commercial loans

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

·      short-term loans of 29 days or less;

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

·      guaranteed checking accounts and corporate overdraft loans;

·      discounting trade receivables, promissory notes, checks, credit card and supplier receivables, and a number of other receivables;

·      financing for purchase and sale of goods and services;

·      corporate real estate financing;

·      investment lines for acquisition of assets and machinery; and

·      guarantees.

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

 

Rural loans

We extend loans to the agricultural sector financed by demand deposits, BNDES onlendings and our own funds, in accordance with Central Bank regulations. As of December 31, 2014, we had R$17.1 billion in outstanding rural loans, representing 4.9% of our portfolio of loans and advances. In accordance with Central Bank regulations, loans arising from compulsory deposits are paid a fixed rate. The annual fixed rate was 6.5% as of December 31, 2014. Repayment of these loans generally coincides with agricultural harvest and principal is due when a crop is sold. For BNDES onlending for rural investment the term is no more than five years with repayments on a semi-annual or annual basis. As security for such loans, we generally obtain a mortgage on the land where the agricultural activities being financed are conducted.

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

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

 

Leasing

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

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

The Brazilian leasing market is dominated by large banks and both domestic- and foreign-owned companies affiliated with vehicle manufacturers. Brazilian lease contracts generally relate to motor vehicles, computers, industrial machinery and other equipment.

Most of our leasing operations are financial (as opposed to operational). Our leasing operations primarily involve the leasing of trucks, cranes, aircraft and heavy machinery. As of December 31, 2014, 60.5% of our outstanding leasing operations were for vehicles.

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

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

As of December 31, 2014, Bradesco Leasing had R$82.8 billion of debentures outstanding in the domestic market. These debentures will mature in 2032 and bear monthly interests at the interbank interest rate (“CDI rate”).

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Terms of leasing agreements

Financial leases represent a source of medium and long-term financing for Brazilian customers. Under Brazilian law, the minimum term of financial leasing contracts is 24 months for transactions relating to products whose average life of five years or less, and 36 months for transactions for those with an average useful life of five years or more. There is no legal maximum term for leasing contracts. As of December 31, 2014, the remaining average maturity of contracts in our lease portfolio was approximately 55 months.

 

Credit cards

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

We earn revenues from our credit card operations through:

·      fees on purchases carried out in commercial establishments;

·      issuance fees and annual fees;

·      interest on credit card balances;

·      interest and fees on cash withdrawals through ATMs; and

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

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

·      cards issued for use restricted to Brazil;

·      credit cards accepted nationwide and internationally;

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

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

·      corporate credit cards accepted nationwide and internationally;

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

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

·      private label credit cards, which we only offer to customers of retailers, designed to increase business and build customer loyalty for the corresponding retailer, which may or may not have a restriction on making purchases elsewhere;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

As of December 31, 2014, we had several partners with whom we offered co-branded, affinity and private label/hybrid credit cards. These relationships have allowed us to integrate our relationships with our customers and offer our credit card customers banking products, such as financing and insurance.

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

 

 

In millions

2014

2013

2012

Revenue – R$

 

 

 

Credit

131,999.9

119,407.0

103,542.5

Number of transactions

 

 

 

Credit

1,423.4

1,346.7

1,225.6

 

Debit cards

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

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Cash Management Solutions

Management of accounts payable and receivable

In order to meet the cash management needs of our customers in both public and private sectors, we offer many electronic solutions for managing accounts payable and receivable, supported by our network of branches, bank correspondents and electronic channels, all of which aim to improve speed and security for customer data and transactions.

The solutions provided include: (i) collection and payment services; and (ii) online resource management enabling our customers to pay suppliers, salaries, and taxes and other levies to governmental or public entities.

These solutions, which can also be customized, facilitate our customers' day-to-day tasks and help to generate more business.

We also earn revenues from fees and investments related to collection and payment processing services and, also by funds in transit received up to its availability to the related recipients.

 

Global Cash Management

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

 

Solutions for receipts and payments

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

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

 

Production chain solutions

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

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

 

Franchising solutions

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

 

Market Niches

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

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Public authority solutions

Public administration requires agility and technology in its everyday activities. We have a business area specifically to serve this market, which offers specialized services to entities and bodies of the Executive, Legislative and Judiciary branches at federal, state and municipal levels, in addition to independent governmental agencies, public foundations, state-owned and mixed companies, the armed forces (army, navy and air force) and the auxiliary forces (federal and state police forces), identifying business opportunities and structuring customized solutions.

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

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

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

 

Asset management and administration

We administer and manage assets by way of:

·      mutual funds;

·      individual and corporate investment portfolios;

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

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

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

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

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

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Form 20-F

 

Distribution of Equity as of December 31,

R$ in thousands

2014

2013

Investment Funds

 

 

Fixed income

419,767,839

373,551,609

Variable income

27,019,024

27,966,814

Third party share funds

5,315,610

6,355,220

Total

452,102,474

407,873,643

Managed Portfolios

 

 

Fixed income

26,542,111

16,856,215

Variable income

8,130,414

8,389,755

Third party share funds

1,955,085

2,243,831

Total

36,627,611

27,489,801

Overall Total

488,730,084

435,363,444

 

As of December 31,

2014

2013

Number

Quotaholders

Number

Quotaholders

Investment Funds

1,697

2,776,357

1,550

2,731,246

Managed Portfolios

237

518

233

430

Overall Total

1,934

2,776,875

1,783

2,731,676

 

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

 

Services related to capital markets and investment banking activities

As the organization's investment bank, Bradesco BBI originates and executes mergers and acquisitions, and originates, structures, syndicates and distributes fixed-income and equity capital market transactions in Brazil and abroad.

In 2014, Bradesco BBI advised customers on 210 transactions across a range of investment banking products, totaling R$179.6 billion.

 

Equities

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

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

 

Fixed income

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

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

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

 

Structured operations

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

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

 

Mergers and acquisitions

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

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

 

Project finance

Bradesco BBI has a solid background as financial advisor and structuring agent for a number of projects involving project and corporate finance, seeking to optimize financing solutions for projects across various industries through both credit and capital markets. Bradesco BBI won several project finance awards, among them “Deals of the Year” by Latin Finance magazine: Best Oil&Gas Financing, Best Infrastructure Financing Brasil and Best Airport Financing.

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

 

Intermediation and trading services

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

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

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

Bradesco Corretora was awarded by BM&FBOVESPA, within the Operational Qualifying Program (PQO), all of the five excellence seals (Agro Broker, Carrying Broker, Execution Broker, Retail Broker and Web Broker), indicating the high quality of its future market transactions. Bradesco Corretora is also certified by CETIP (Clearing House for the Custody and Financial Settlement of Securities).

Bradesco Corretora offers its clients the possibility to trade securities on the Internet through its "Home Broker" service. In 2014, "Home Broker" trading totaled R$11.6 billion, or 1.6% of all Internet transactions on BM&FBovespa, and Bradesco Corretora was the 17th largest Internet trader in the Brazilian market.

Bradesco Corretora has a full range of services in investment analysis with coverage of the main sectors and companies of the Brazilian market. With a team of 38 analysts, it is composed of sector specialists (senior and assistant analysts), who fairly disclose their opinions to the customers by way of follow-up reports and instruction guides, with a wide range of projections and comparison multiples. Bradesco Corretora also has a team of its own economists dedicated to the customers' specific demands, focused on the stock market. Over 700 reports, in English and Portuguese, are monthly forwarded to the most important investors domiciled in Brazil, the United States, Europe and Asia.

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

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

 

Custody, depositary and administrative services

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

We have ten Quality Management System ISO 9001:2008 certifications and three data protection GoodPriv@cy certifications. We also hold an ISAE 3402 (International Standard on Assurance Engagements) certification, which comprises assurance reports on controls at a service organization under international standards.

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

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

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

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

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

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

·      Asset registration:

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

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

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

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

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

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

 

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International banking services

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

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

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

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

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

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

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

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

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

Our international transactions are coordinated by our international and foreign exchange department in Brazil with support from 28 operational units specializing in foreign exchange businesses located at major exporting and importing areas nationwide.

 

Revenues from Brazilian and foreign operations

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

For the years ended December 31,

2014

2013

2012

R$ in thousands

%

R$ in thousands

%

R$ in thousands

%

Brazilian operations

118,500,386

98.2%

103,248,646

98.1%

94,198,281

98.3%

Overseas operations

2,152,690

1.8%

1,969,702

1.9%

1,590,704

1.7%

Total

120,653,076

100.0%

105,218,348

100.0%

95,788,985

100.0%

 

Foreign branches and subsidiaries

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

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

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

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

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

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Form 20-F

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

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

·      The focus of Bradesco Securities U.S. is on facilitating the purchase and sale of shares, primarily in the form of ADRs and common shares. It is also an authorized dealer in bonds, commercial paper and deposit certificates, among other securities, and may provide investment advisory services. As of December 31, 2014, Bradesco Securities U.S. had assets of R$79.0 million;

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

·      Bradesco Securities H.K. focuses on the trading of ADRs and public and private securities issued by Brazilian companies to global institutional investors. On December 31, 2014, Bradesco Securities H.K. had assets of R$13.6 million.

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

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

 

Banking operations in the United States

In January 2004, the United States Federal Reserve Bank authorized us to operate as a financial holding company in the United States. As a result, we may do business in the United States directly or through a subsidiary, and, among other activities, may sell insurance products and certificates of deposit, provide underwriting services, act as advisors on private placements, provide portfolio management and merchant banking services and manage mutual fund portfolios.

 

Import and export financing

Our Brazilian foreign-trade related business consists of export and import finance.

We provide foreign currency payments directly to foreign exporters on behalf of Brazilian importers, which are linked to the receipt of local currency payments by the importers. In export finance, exporters obtain advances in reais on closing an export forex contract for future receipt of foreign currency on the contract due date. Export finance arrangements prior to shipment of goods are known locally as Advances on Exchange Contracts or "ACCs," and the sums advanced are used to manufacture goods or provide services for export. If advances are paid after goods or services have been delivered, they are referred to as Advances on Export Contracts, or "ACEs."

There are still other forms of export financing, such as export prepayments, onlendings from BNDES-EXIM funds, export credit notes and bills (referred to locally as "NCEs" and "CCEs"), and the PROEX rate equalization program.

Our foreign trade portfolio is funded primarily by credit lines from correspondent banks. We maintain relations with various American, European, Asian and Latin American financial institutions for this purpose, using our network of approximately 1,400 correspondent banks abroad, 59 of which extended lines of credit as of December 31, 2014.

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

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

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2014

R$ in thousands

Export financing

 

Advance on foreign exchange contracts – undelivered bills

6,682,707

Advance on foreign exchange contracts – delivered bills

523,712

Export prepayment

10,145,733

Onlending of funds borrowed from BNDES/EXIM

3,333,776

Proex - Rate Equalization Program

61,213

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

9,954,933

Total export financing

30,702,074

Import financing

 

Import financing – foreign currency

6,930,003

Exchange discounted in advance for import credit

2,246,552

Import credit opened

304,917

Total import financing

9,481,472

International guarantees

3,851,360

Total foreign trade portfolio

44,034,906

 

Foreign exchange products

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

·      WEB export and import contracts;

·      collecting import and export receivables;

·      cross border money transfers;

·      advance payment for exports;

·      accounts abroad in foreign currency;

·      domestic currency account for foreign domiciled customers;

·      cash holding in other countries;

·      structured foreign currency transactions: through our overseas units;

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

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

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

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

·      cashing checks denominated in foreign currency;

·      international financial clearance certificate; and

·      international financial capacity certificate.

 

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Form 20-F

 

Consortia

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

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

 

 

 

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Form 20-F

Insurance, pension plans and capitalization bonds

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

 

 

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Form 20-F

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

 

As of and for the year ended December 31,

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

2014

2013

2012

Statement of Income data

 

 

 

Net interest income

4,556,146

5,589,989

3,124,512

Other income and expenses (1)

2,742,922

446,117

2,725,672

Income before income taxes

7,299,068

6,036,106

5,850,184

Income tax and social contribution

(2,843,493)

(2,253,451)

(2,196,399)

Net income for the year

4,455,575

3,782,655

3,653,785

Net income attributable to controlling interest

4,354,752

3,692,531

3,591,743

Net income attributable to non-controlling interest

100,823

90,124

62,042

Statement of Financial Position data

 

 

 

Total assets

181,949,261

160,295,583

153,695,571

Selected results of operations data

 

 

 

Income from insurance and pension plans

 

 

 

Written premiums

47,745,885

42,226,410

37,899,360

Pension plan contributions

3,724,762

3,584,290

3,273,485

Coinsurance premiums ceded

(135,728)

(154,125)

(198,281)

Premiums returned

(525,895)

(543,779)

(500,468)

Reinsurance premiums

(354,041)

(225,581)

(297,351)

Premiums retained from insurance and pension plans

50,454,983

44,887,215

40,176,745

Changes in the insurance technical provisions and pension plans

(24,008,174)

(20,001,807)

(23,326,101)

Retained claims

(18,143,687)

(15,484,691)

(13,123,833)

Selling expenses for insurance and pension plans

(2,892,373)

(2,468,101)

(2,314,815)

Income from insurance and pension plans

5,410,749

6,932,616

1,411,996

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

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

 

Insurance products and services

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

 

Life and personal accident insurance

We offer life and personal accident insurance, as well as insurance against miscellaneous events, such as job loss, through our subsidiary Bradesco Vida e Previdência. As of December 31, 2014, there were 25.8 million life insurance policyholders.

 

Health insurance

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

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

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

 

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Automobiles, property/casualty and liability insurance

We provide automobile, property/casualty and liability insurance through our subsidiary Bradesco Auto/RE. Our automobile insurance covers losses arising from vehicle theft, damage to the passenger and third-party injury. Retail property/casualty insurance is for individuals, particularly those with residential and/or equipment related risks and small- and medium-sized companies whose assets are covered by multi-risk business insurance.

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

As of December 31, 2014, Bradesco Auto/RE had 1.7 million insured automobiles and 2.8 million property/casualty policies and notes, making it one of Brazil’s main insurers.

 

Reinsurance

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

Under the same supplementary law, IRB-Brasil RE was recognized as a local reinsurer and authorized to continue its operations and make any required adjustments in due course.

As of the end of 2007, National Council of Private Insurance (CNSP - Conselho Nacional de Seguros Privados) and SUSEP issued a number of normative instructions containing rules for reinsurance, retrocession and intermediation business, based mainly on CNSP Resolution No. 168/07.

Through Decree No. 6,499/08, the President of Brazil set maximum limits for the ceding of premiums to reinsurance companies in each calendar year. For local insurers, such maximum limit was 10.0% of premiums, and for local reinsurers, 50.0% of premiums. In the case of local insurers, CNSP Resolution No. 203/09 raised the limit for local insurers from 10.0% to 25.0% in the case of guarantees for public obligations and oil risks and CNSP Resolution No.194/08, to up to 100.0%, in the case of nuclear risks.

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

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

In 2014, the Grupo Bradesco Seguros paid approximately R$354.0 million in reinsurance premiums. Almost all property and casualty lines, except for the automobile line, have reinsurance protection and the majority of them feature proportional and non-proportional plans per risk and/or event.

Senior management is responsible for the reinsurance purchase policy and the approval of reinsurers with whom agreements are entered into. In addition to minimum legal and regulatory requirements, senior management considers certain other key parameters when choosing such partners, thus minimizing the credit risks inherent in the operation, such as: minimum ranking A - of S&P (or equivalent) and shareholders’ equity consistent with the amounts ceded. Accordingly, our reinsurance purchase policy is designed to operate within its automatic contractual capabilities, therefore preventing the frequent purchases of optional agreements and higher exposures to the credit risk.

A significant portion of automatic agreements (proportional and non-proportional) is currently ceded to IRB - Brasil RE. Certain admitted reinsurers participate with a lower individual percentage, but all of them hold capital and a rating higher than those minimum set forth by applicable Brazilian legislation.

 

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Form 20-F

Pension plans

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

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

As of November 30, 2014, Bradesco Vida e Previdência accounted for 27.3% of the pension plan and VGBL market in terms of contributions, according to Fenaprevi. Also according to the same source, managed pension funds accounted for 25.0% of VGBL, 24.4% of PGBL and 44.7% of traditional pension plans in Brazil. As of November 30, 2014, Bradesco Vida e Previdência accounted for 30.4% of all supplementary pension plan assets under management, 28.7% of VGBL, 23.1% of PGBL and 52.5% of traditional pension plans, according to Fenaprevi.

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

We manage pension and VGBL plans covering 2.4 million participants, 63.7% of whom have individual plans, and the remainder of whom are covered by company plans. The company’s plans account for 23.8% of technical reserves.

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

VGBL and PGBL plans may be acquired by companies in Brazil for the benefit of their employees. In 2014, Bradesco Vida e Previdência managed R$87.0 billion in VGBL and R$20.9 billion in PGBL plans. Bradesco Vida e Previdência also managed R$26.4 billion in pension plans.

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

Bradesco Vida e Previdência earns revenues primarily from:

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

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

·      interest income.

 

Capitalization bonds

Bradesco Capitalização is the leader among private sector capitalization bond companies, according to SUSEP and offers its customers capitalization bonds with the option of a lump-sum or monthly contributions. Plans vary in value (from R$8 to R$50,000.00), form of payment, contribution period, and periodicity of draws for cash prizes of up to R$2.0 million (gross premiums). Plans are adjusted based on the Reference Rate (TR) plus 0.5% per month over the value of the mathematical provision, which may be redeemed by the shareholder at the end of the grace period. As of December 31, 2014, we had around 8.2 million "traditional" capitalization bonds and around 15.5 million incentive capitalization bonds. Given that the purpose of the incentive capitalization bonds is to add value to the products of a partner company or even to provide an incentive for its customer to avoid delinquency, the plans are for short terms and grace periods with low unit sales value. In 2014, Bradesco Capitalização had approximately 23.8 million capitalization bonds and 3.4 million customers.

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

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Treasury activities

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

 

Distribution channels

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

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

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

 

Specialized distribution of products and services

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

 

Bradesco Varejo

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

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

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

The service network makes products and services available even at remote or hard-to-reach areas and also at densely populated and low income communities, such as: Rocinha, Cidade de Deus, Rio das Pedras, Complexo do Alemão, Gardênia Azul, Cantagalo, Turano, Santa Marta, Mangueira, Chapéu Mangueira and Vila Kennedy in Rio de Janeiro, and Heliópolis and Paraisópolis in São Paulo.

 

Bradesco Prime

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

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·      Personalized services provided by relationship managers: experienced and skilled professionals with certification from ANBIMA, providing full financial advisory services and managing a small client portfolio;

·      Exclusive facilities: Bradesco Prime customers have access to their own network of exclusive branches offering convenience and privacy to tend to their business affairs and can count on “Bradesco Prime Spaces” - a reserved and distinctive environment at Bradesco Varejo branches that fully maintains the segment's value proposition. Additionally, customers count on a wide network of branches throughout Brazil, including self-service equipment – Bradesco Network and Banco24Horas;

·      Exclusive products and services: Bradesco Prime has a comprehensive set of differentiated products and services, such as internet banking (bradescoprime.com.br), call center (Fone Fácil Bradesco Prime), online advisors and investment funds, credit solutions with distinct rates, a diversified portfolio of insurance, pension plans and credit cards, among others; and

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

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

 

Bradesco Private Bank

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

Bradesco Private Bank has 15 offices located in São Paulo, Rio de Janeiro, Belo Horizonte, Blumenau, Brasília, Campinas, Cuiabá, Curitiba, Fortaleza, Goiânia, Manaus, Porto Alegre, Recife, Ribeirão Preto and Salvador. Bradesco Private Banking is supported by our international units located in the Cayman Islands, New York and Luxemburg.

 

Bradesco Empresas

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

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

 

Bradesco Corporate

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

 

Branch Network

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

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

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

 

 

% of total sales, per product

2014

2013

2012

Insurance products

 

 

 

Sales through the branches

36.0%

37.9%

38.1%

Sales outside the branches

64.0%

62.1%

61.9%

Pension plans products

 

 

 

Sales through the branches

86.6%

86.1%

83.7%

Sales outside the branches

13.4%

13.9%

16.3%

Capitalization bonds

 

 

 

Sales through the branches

83.0%

82.1%

79.6%

Sales outside the branches

17.0%

17.9%

20.4%

 

Other distribution channels

Digital channels

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

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

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

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

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

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

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Year ended December 31,

In millions of transactions

% Change

2014

2013

Internet Individuals + Companies - with WebTA (1)

4,492

4,205

6.8%

ATMs

2,087

2,081

0.3%

Mobile Banking (Bradesco Celular)

1,908

868

119.9%

Telephone Banking (Fone Fácil)

410

473

(13.3)%

Total

8,897

7,627

16.7%

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

 

Internet

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

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

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

 

Self-service network

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

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

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

 

Bradesco Celular (Mobile banking)

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

Additionally, Bradesco Celular also provides the following services:

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

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

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

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

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

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

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

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

 

Telephone services – Fone Fácil

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

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

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

 

Banking units in retail chains - Bradesco Expresso

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

 

Integrated risk control

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

 

Risk management

Risk management is of great strategic importance to us due to the increasing complexity of services and products and the globalization of our business. The improvement in this activity has enabled us to be the first and only bank in Brazil authorized by the Central Bank to use, since January 2013, internal market risk models, which were already used for management, in order to calculate the regulatory capital (RC) set forth in the Basel Accord.

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

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

 

Risk Management Structure

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

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

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

 

Credit risk

Credit risk is the possibility of losses associated with a borrower’s or counterparty’s failure to comply with their respective financial obligations under agreed terms, as well as the depreciation of loan agreements resulting from deterioration in the borrower's risk rating, the reduction in gains or remunerations, including benefits granted in renegotiations, recovery costs and other amounts related to the counterparty’s non-compliance with financial obligations.

Credit risk management of the Organization is a continuous and evolving process of mapping, development, assessment and diagnosis through the use of models, instruments and procedures that require a high degree of discipline and control during the analysis of operations in order to preserve the integrity and independence of the processes.

We monitor our exposure to credit risk, which mainly results from loans and advances, financial assets and derivative financial instruments. Credit risk also stems from financial obligations related to loan commitments and financial guarantees.

In order not to compromise the quality expected from the portfolio, committees monitor all relevant aspects of the process of lending, concentration, collateral requirements, maturities, and other aspects.

We continually outline all the activities that can potentially generate exposure to credit risk, with the respective classifications regarding probability and size, as well as identifying managers, measurement and mitigation plans for those activities.

 

Credit Risk Management Process

Credit risk management is conducted in a centralized manner for the institution as a whole. This process engages several particular areas, which ensure an efficient framework to provide for indepent and centralized credit risk measurement and control.

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

This area continuously reviews the internal processes, including the roles and responsibilities, information technology training and requirements and periodic review of risk assessment, in order to incorporate new practices and methodologies.

Corporate control and monitoring of our credit risk take place in the credit risk unit of the Integrated Risk Control Department. The department assists the Credit Risk Management Executive Committee on discussions and implementation of the methodologies to measure the credit risk. Relevant issues discussed by this committee are reported to the Integrated Risk and Capital Allocation Committee, which reports to the Board of Directors.

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

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

Both the governance process and limits are validated by the Integrated Risk and Capital Allocation Committee, submitted for approval by the Board of Directors, and reviewed at least once a year.

 

Market Risk

Market risk is the possibility of a loss of income due to fluctuating prices and rates resulting from mismatched maturities, currencies and indices of our asset and liability portfolios.

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

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

Our risk management process involves the participation of all levels of the organization, from business units to the Board of Directors.

In line with corporate governance and in order to preserve and strengthen our management of market and liquidity risks, as well as to meet the requirements of CMN Resolution No. 3,464/07, the Board of Directors approved the Market and Liquidity Risk Management Policy, which is reviewed at least annually by the relevant committees and the Board of Directors itself, providing the main operational guidelines for accepting, controlling and managing market risk.

In addition to this policy, we have several specific rules that regulate the market risk management process, including:

·      classification of operations;

·      reclassification of operations;

·      trading in government or private securities;

·      use of derivatives; and

·      hedging.

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

 

Market Risk Management Process

Our market risk management process is run on a corporate wide basis. This process involves several areas with specific duties, ensuring an efficient structure, with market risk measurement and control carried out on a centralized and independent basis. This process allowed us to be the first and only financial institution in Brazil authorized by the Central Bank to use, as of January 2013, internal market risk models to calculate the needs for regulatory capital. The management process, approved by the Board of Directors, is also reassessed at least annually by the relevant committees and the Board of Directors itself.

 

Definition of limits

Proposed market risk limits are validated by specific committees for approval by the Integrated Risk and Capital Allocation Committee, to be submitted to the Board of Directors depending on the characteristics of business, which are separated into the following portfolios:

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

The trading portfolio is monitored by limits of:

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·      Value at Risk (VaR);

·      stress;

·      results; and

·      financial exposure/concentration.

Banking portfolio: comprises transactions not qualifying for our trading portfolio, deriving from our other businesses and their respective hedges. The banking portfolio is monitored by limits related to the interest rate risk.

Market risk is controlled and monitored by an independent business unit, the Integrated Risk Control Department, which calculates risk of outstanding positions on a daily basis, consolidates results and reports as required by the existing governance process.

In addition to daily reports, exposures are discussed weekly by the Treasury's and Management of Assets and Liabilities Executive Committee, which assesses results and risks and discusses and validates strategies. Both governance process and limits are validated and reviewed at least once a year by the Integrated Risk and Capital Allocation Committee and submitted for approval by the Board of Directors.

Every limit under the Board of Directors´ management is monitored via an alert system which determines the report recipients and the actions that should be taken according to different levels of market risk limit usage. In case of any risk limit breach monitored by the Integrated Risk Control Department, the head of the business unit in charge is informed of the limit usage and, in a timely manner, the Committee of Integrated Risk Management and Capital Allocation is called in order to make a decision. If the Committee chooses to increase the limit and/or maintain the positions, the Board of Directors is called to approve a new limit or to review our strategy with regard to this particular risk.

For more information on how we evaluate and monitor market risk, see "Item 11. Quantitative and Qualitative Disclosures about Market Risk".

 

Liquidity risk

Liquidity risk is represented by the possibility of the institution failing to effectively comply with its obligations, without affecting its daily operations and incurring significant losses, as well as the possibility of the institution to fail to trade a position at market price, due to its larger size as compared to the volume usually traded or in view of any market interruption.

Understanding and monitoring this risk is crucial, especially for us to be able to ensure conditions to settle transactions in a timely and secure manner.

 

Liquidity Risk Management Process

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

Our policy for risk management and market liquidity, approved by the Board of Directors, is mainly aimed at ensuring the existence of standards, criteria and procedures to guarantee the establishment of the Minimum Liquidity Reserve (RML), as well as the strategy and action plans for liquidity crisis situations. The policy and controls we established fully comply with CMN Resolution No. 4,090/12.

Our approved criteria and procedures determine the minimum liquidity reserve to be maintained on a daily basis and the types of assets considered as available funds. Additionally, we determine instruments for management of liquidity in normal and crisis scenarios, with strategies to be followed in each case.

Our liquidity risk is managed by the Treasury Department, based on the positions provided by the back-office controls positions, which provides liquidity information to our management and monitors compliance with established limits. The Integrated Risk Control Department is responsible for the methodology of measurement of liquidity reserve requirements, control over limits established by type of currency and company (including for non-financial companies), reviewing policies, standards, criteria and procedures, and drafting reports for new recommendations.

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

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Operational Risk

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

 

Operational Risk Management Process

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

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

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

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

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

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

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

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

The Integrated Risk Control Department coordinates the Internal Control and Operational Risk Commission (“CIRO”). This Commission, reporting to the Executive Committee of Operational Risk (“CERO”), is aimed at analyzing the behavior of the operational losses of the business areas/branches, the efficiency and effectiveness of the processes and controls adopted, and assess external data on operational losses by incorporating/adjusting processes and controls, if applicable.

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

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

 

Internal controls and compliance

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

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

The existence, enforcement and efficacy of controls that ensure acceptable risk levels in Organization’s processes are certified, the results of which are conveyed to the Internal Controls and Compliance Audit Committees, as well as to the Board of Directors, with the purpose of providing assurance with regard to appropriately carrying out business transactions and achieving defined objectives, in accordance with external laws and regulations, internal policies, rules and procedures, and applicable codes of conduct and self-regulation.

 

58 Form 20-F – December 2014


 
 

Table of Contents

Form 20-F

Prevention of Money Laundering and Terrorism Financing

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

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

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

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

 

Prevention and Fight against Corruption

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

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

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

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

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

 

Independent Validation of Management and Measurement Models of Risk and Capital

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

In order to detect, mitigate and control risks inherent in our models, which are associated with potential adverse consequences arising from decisions based on incorrect or obsolete models, we have an independent validation process, mainly focused on checking whether models operate in accordance with previously defined objectives and whether their results meet the uses for which they were intended. This validation is carried out by applying a strict evidence program, which addresses the adequacy aspects of the processes, governance and construction of models and their assumptions, with results being reported to managers, Internal Audit, the Internal Control and Compliance Committee and the Integrated Risk Management and Capital Allocation Committee.