bbd20180828_6k.htm - Generated by SEC Publisher for SEC Filing

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of August, 2018
Commission File Number 1-15250
 

 
BANCO BRADESCO S.A. 
(Exact name of registrant as specified in its charter)
 
BANK BRADESCO
(Translation of Registrant's name into English)
 
Cidade de Deus, s/n, Vila Yara
06029-900 - Osasco - SP
Federative Republic of Brazil
(Address of principal executive office)
 

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

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

Yes _______ No ___X____

 .


 
 

 


 
 

 


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Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Statement of Financial Position of the Prudential Conglomerate on June 30In thousands of Reais

 

Assets

2018

2017

Current

579,727,744

562,964,568

Cash and due from banks (Note 4)

15,162,228

13,267,198

Interbank investments (Notes 3d and 5)

107,241,571

176,167,466

Securities purchased under agreements to resell

98,991,155

171,012,283

Interbank investments

8,260,918

5,168,014

Allowance for losses

(10,502)

(12,831)

Securities and derivative financial instruments (Notes 3e, 3f and 6)

140,661,084

84,119,799

Own portfolio

62,943,045

32,393,862

Securities sold under repurchase agreements – Repledge only

50,314,659

27,049,772

Derivative financial instruments (Notes 3f and 6d II)

13,006,540

14,933,662

Given in guarantee to the Brazilian Central Bank

83,599

Given in guarantee

11,499,298

8,959,878

Securities sold under repurchase agreements – unrestricted

2,897,542

699,026

Interbank accounts

76,290,925

68,909,482

Unsettled payments and receipts

4,823,810

1,351,244

Reserve requirement (Note 7):

 

 

- Reserve requirement - Brazilian Central Bank

71,400,234

67,472,257

- SFH - housing finance system

21,349

23,406

Correspondent banks

45,532

62,575

Interdepartmental accounts

198,431

110,732

Internal transfer of funds

198,431

110,732

Loans (Notes 3g and 8)

137,971,152

137,070,625

Loans:

 

 

- Public sector

260,243

1,075,740

- Private sector

156,487,446

156,717,195

Loans transferred under an assignment with recourse

875,064

984,481

Allowance for loan losses (Notes 3g, 8f, 8g and 8h)

(19,651,601)

(21,706,791)

Leases(Notes 3g and 8)

(13,911)

(55,821)

Leases operations and sublease receivables

 

 

- Private sector

815,698

1,065,272

Unearned income from leases

(786,066)

(1,023,583)

Allowance for leases losses (Notes 3g, 8f, 8g and 8h)

(43,543)

(97,510)

Other receivables

99,792,858

80,683,242

Receivables on sureties and guarantees honored (Note 8a-3)

125,492

416,316

Foreign exchange portfolio (Note 9a)

30,942,619

17,402,106

Receivables

6,740,615

8,626,784

Securities trading

1,945,528

1,029,205

Specific receivables

30,975

18,947

Sundry (Note 9b)

61,846,725

55,068,046

Allowance for other loan losses (Notes 3g, 8f, 8g and 8h)

(1,839,096)

(1,878,162)

Other assets (Note 10)

2,423,406

2,691,845

Other assets

2,808,167

2,825,909

Allowance for losses

(1,399,904)

(1,308,260)

Prepaid expenses (Notes 3i and 10b)

1,015,143

1,174,196

Long-term receivables

366,002,467

355,128,897

Interbank investments (Notes 3d and 5)

1,202,846

1,128,277

Interbank investments

1,202,846

1,128,277

Securities and derivative financial instruments (Notes 3e, 3f and 6)

133,084,062

137,953,090

Own portfolio

58,826,136

99,330,844

Securities sold under repurchase agreements – Repledge only

71,716,731

27,455,297

Derivative financial instruments (Notes 3f and 6d II)

939,573

90,818

Privatization rights

41,707

46,517

Given in guarantee

1,333,668

2,938,461

Securities sold under repurchase agreements – unrestricted

226,247

8,091,153

Interbank accounts

1,220,557

802,502

Reserve requirement (Note 7):

 

 

- SFH - housing finance system

1,220,557

802,502

Loans (Notes 3g and 8)

167,455,437

158,974,066

 
 

Bradesco     3


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Statement of Financial Position of the Prudential Conglomerate on June 30In thousands of Reais

 

 

 Assets

2018

2017

Loans:

 

 

- Public sector

4,000,000

2,000,000

- Private sector

169,953,111

163,361,536

Loans transferred under an assignment with recourse

7,012,044

7,292,471

Allowance for loan losses (Notes 3g, 8f, 8g and 8h)

(13,509,718)

(13,679,941)

Leases(Notes 3g and 8)

(46,036)

(65,579)

Leases receivables:

 

 

- Private sector

1,060,704

1,181,855

Unearned income from leases

(1,060,450)

(1,181,538)

Allowance for leases losses (Notes 3g, 8f, 8g and 8h)

(46,290)

(65,896)

Other receivables

62,357,707

55,497,458

Securities trading

486,320

374,153

Sundry (Note 9b)

61,955,939

55,231,709

Allowance for other loan losses (Notes 3g, 8f, 8g and 8h)

(84,552)

(108,404)

Other assets (Note 10)

727,894

839,083

Prepaid expenses (Notes 3i and 10b)

727,894

839,083

Permanent assets

75,244,135

68,392,931

Investments (Notes 3j and 11)

55,030,939

46,106,004

Earnings of Associates and Subsidiaries:

 

 

- In Brazil

54,650,344

45,772,613

- Overseas

335,323

288,457

Other investments

176,527

176,206

Allowance for losses

(131,255)

(131,272)

Premises and equipment (Notes 3k and 12)

3,930,674

4,388,986

Premises

186,009

697,236

Other premises and equipment

9,391,624

8,680,387

Accumulated depreciation

(5,646,959)

(4,988,637)

Leases premises and equipment (Note 12)

3,565,990

4,084,545

Leased Assets

5,796,010

7,065,726

Accumulated depreciation

(2,230,020)

(2,981,181)

Intangible assets (Notes 3l and 13)

12,716,532

13,813,396

Intangible Assets

26,295,192

24,000,817

Accumulated amortization

(13,578,660)

(10,187,421)

Total

1,020,974,346

986,486,396

 

 

The accompanying Notes are an integral part of these Financial Statements.

 

 

                                             

                                             

4                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Statement of Financial Position of the Prudential Conglomerate on June 30In thousands of Reais

 

Liabilities

2018

2017

Current

603,018,286

600,022,596

Deposits (Notes 3n and 14a)

176,226,754

157,832,902

Demand deposits

31,410,935

30,886,127

Savings deposits

103,076,706

95,736,763

Interbank deposits

1,618,190

481,914

Time deposits (Note 14a)

40,120,923

30,728,098

Securities sold under agreements to repurchase (Notes 3n and 14b)

219,878,274

242,686,056

Own portfolio

135,221,209

87,107,624

Third-party portfolio

77,730,547

144,238,406

Unrestricted portfolio

6,926,518

11,340,026

Funds from issuance of securities (Note 14c)

77,915,080

72,477,559

Mortgage and real estate notes, letters of credit and others

76,409,003

71,479,699

Securities issued overseas

1,110,239

671,060

Structured Operations Certificates

395,838

326,800

Interbank accounts

22,814,004

17,714,318

Unsettled payments and receipts

21,699,885

16,264,612

Correspondent banks

1,114,119

1,449,706

Interdepartmental accounts

4,896,189

4,800,663

Third-party funds in transit

4,896,189

4,800,663

Borrowing (Note 15a)

24,696,412

21,508,622

Borrowing overseas

24,696,412

21,508,622

On-lending in Brazil - official institutions (Note 15b)

7,889,232

11,224,756

National treasury

38,238

64,143

BNDES

2,580,429

4,597,299

FINAME

5,269,053

6,561,724

Other institutions

1,512

1,590

Derivative financial instruments (Notes 3f and 6d II)

15,368,820

13,864,795

Derivative financial instruments

15,368,820

13,864,795

Other liabilities

53,333,521

57,912,925

Payment of taxes and other contributions

3,360,664

3,243,238

Foreign exchange portfolio (Note 9a)

16,151,154

7,105,535

Social and statutory

3,138,744

2,444,258

Tax and social security (Note 18a)

1,695,790

1,792,375

Securities trading

3,183,896

2,049,142

Financial and development funds

1,403

1,297

Subordinated debts (Note 17)

1,109,819

14,250,427

Sundry (Note 18b)

24,692,051

27,026,653

Long-term liabilities

304,481,287

279,232,005

Deposits (Notes 3n and 14a)

124,381,895

103,853,673

Interbank deposits

27,711

48,459

Time deposits (Note 14a)

124,354,184

103,805,214

Securities sold under agreements to repurchase (Notes 3n and 14b)

2,334,442

13,784,487

Own portfolio

2,334,442

13,784,487

Funds from issuance of securities (Note 14c)

89,591,484

71,156,684

Mortgage and real estate notes, letters of credit and others

87,142,959

68,749,426

Securities issued overseas

2,311,961

2,334,319

Structured Operations Certificates

136,564

72,939

Borrowing (Note 15a)

655,832

1,920,137

Borrowing overseas

655,832

1,920,137

On-lending in Brazil - official institutions (Note 15b)

18,144,786

21,888,871

BNDES

8,256,453

9,825,810

FINAME

9,888,333

12,063,061

Derivative financial instruments (Notes 3f and 6d II)

642,992

160,578

Derivative financial instruments

642,992

160,578

Other liabilities

68,729,856

66,467,575

Tax and social security (Note 18a)

2,372,779

2,734,255

Subordinated debts (Note 17)

18,073,621

16,818,082

Eligible Debt Capital Instruments (Note 17)

23,585,220

22,622,595

Bradesco     5


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Statement of Financial Position of the Prudential Conglomerate on June 30In thousands of Reais

 

 

  Liabilities

2018 

2017 

Sundry (Note 18b)

24,698,236

24,292,643

Deferred income

365,912

406,567

Deferred income

365,912

406,567

Non-controlling interests in subsidiaries (Note 19)

70,138

17,715

Shareholders' equity (Note 20)

113,038,723

106,807,513

Capital:

 

 

- Domiciled in Brazil

66,677,976

58,361,528

- Domiciled overseas

422,024

738,472

Capital reserves

11,441

11,441

Profit reserves

47,331,445

47,620,614

Asset valuation adjustments

(963,649)

515,972

Treasury shares (Note 20d)

(440,514)

(440,514)

Total

1,020,974,346

986,486,396

 

The accompanying Notes are an integral part of these Financial Statements.

 

6                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Statement of Income of the Prudential Conglomerate on June 30 In thousands of Reais

 

 

2018

2017

Revenue from financial intermediation

45,999,771

65,964,517

Loans (Note 8j)

34,019,163

37,650,145

Leases (Note 8j)

779,275

995,021

Operations with securities (Note 6g)

16,073,524

22,631,430

Income from derivative financial instruments (Note 6g)

(7,183,238)

813,640

Foreign exchange operations (Note 9a)

529,278

1,197,531

Reserve requirement (Note 7b)

1,831,401

2,683,447

Sale or transfer of financial assets

(49,632)

(6,697)

 

 

 

Expenses from financial intermediation

39,602,205

50,748,568

Retail and professional market funding (Note 14e)

20,475,998

32,270,669

Borrowing and on-lending (Note 15c)

9,513,497

2,837,408

Leases (Note 8j)

669,305

850,335

Allowance for loan losses (Notes 3g, 8g and 8h)

8,943,405

14,790,156

 

 

 

Gross income from financial intermediation

6,397,566

15,215,949

 

 

 

Other operating income (expenses)

512,217

(6,771,352)

Fee and commission income (Note 21)

12,471,572

11,653,990

Other fee and commission income

8,406,781

7,935,901

Income from banking fees

4,064,791

3,718,089

Payroll and related benefits (Note 22)

(8,543,472)

(8,729,274)

Other administrative expenses (Note 23)

(10,758,453)

(10,568,598)

Tax expenses (Note 24)

(1,910,810)

(2,320,263)

Equity in the earnings (losses) of unconsolidated and jointly controlled companies (Note 11)

4,065,908

3,475,332

Other operating income (Note 25)

11,334,477

6,879,239

Other operating expenses (Note 26)

(6,147,005)

(7,161,778)

Operating income

6,909,783

8,444,597

Non-operating income (loss) (Note 27)

(309,419)

(291,239)

Income before income tax and social contribution and non-controlling interests

6,600,364

8,153,358

Income tax and social contribution (Notes 31a and 31b)

2,402,581

(169,824)

Current income tax

(376,945)

(1,970,833)

Current Social Contribution

(1,185,629)

(1,194,541)

Deferred Tax

3,965,155

2,995,550

Non-controlling interests in subsidiaries

(8,437)

(1,364)

Net income

8,994,508

7,982,170

 

The accompanying Notes are an integral part of these Financial Statements.

Bradesco     7


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Statement of Changes in Shareholders’ Equity – In thousands of Reais                         

 

Events

Capital

Capital reserves

Profit reserves

Asset valuation adjustments

Treasury shares

Retained earnings

Total

Share premium

Legal

Statutory

Balance on December 31, 2016

51,100,000

11,441

6,807,128

43,641,474

(677,116)

(440,514)

100,442,413

Capital increase with reserves

8,000,000

(8,000,000)

Asset valuation adjustments

1,193,088

1,193,088

Net income

7,982,170

7,982,170

Allocations:

 

 

 

 

 

 

 

 

   -  Reserves

399,109

4,772,903

(5,172,012)

-  Interest on Shareholders’ Equity Paid

(2,810,158)

(2,810,158)

Balance on June 30, 2017

59,100,000

11,441

7,206,237

40,414,377

515,972

(440,514)

106,807,513

 

 

             

Balance on December 31, 2017

59,100,000

11,441

7,540,016

42,361,997

1,884,536

(440,514)

110,457,476

Capital increase with reserves

8,000,000

(8,000,000)

Asset valuation adjustments

(2,848,185)

(2,848,185)

Net income

8,994,508

8,994,508

Allocations:

 

 

 

 

 

 

 

 

   -  Reserves

449,725

4,979,707

(5,429,432)

   -  Interest on Shareholders’ Equity Paid and/or provisioned

-

-

-

-

-

-

(3,565,076)

(3,565,076)

Balance on June 30, 2018

67,100,000

11,441

7,989,741

39,341,704

(963,649)

(440,514)

113,038,723

 

The accompanying Notes are an integral part of these Financial Statements.

 

 

                                                                                                                                                                 

 

 

 

 

 

 

                                                                                                                                                                 

8                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Statement of Added Value of the Prudential Conglomerate on June 30In thousands of Reais

 

Description

2018

%

2017

%

1 – Revenue

54,412,307

299.4

62,260,889

305.5

1.1) Financial intermediation

45,999,771

253.1

65,964,517

323.7

1.2) Fees and commissions

12,471,572

68.6

11,653,990

57.2

1.3) Allowance for loan losses

(8,943,405)

(49.2)

(14,790,156)

(72.6)

1.4) Others (Includes Private Social Investment (Note 32b))

4,884,369

26.9

(567,462)

(2.8)

2 – Financial intermediation expenses

(30,658,800)

(168.7)

(35,958,412)

(176.5)

3 – Inputs acquired from third-parties

(6,969,462)

(38.4)

(6,861,761)

(33.7)

Outsourced services

(2,074,938)

(11.4)

(2,005,682)

(9.8)

Data processing

(1,158,610)

(6.4)

(1,112,478)

(5.5)

Communication

(732,002)

(4.0)

(779,067)

(3.8)

Asset maintenance

(563,834)

(3.1)

(554,354)

(2.7)

Financial system services

(446,584)

(2.5)

(506,509)

(2.5)

Security and surveillance

(383,676)

(2.1)

(416,863)

(2.0)

Transport

(366,004)

(2.0)

(375,843)

(1.8)

Material, water, electricity and gas

(299,677)

(1.6)

(324,511)

(1.6)

Advertising and marketing

(395,040)

(2.2)

(288,524)

(1.4)

Travel

(104,528)

(0.6)

(84,944)

(0.4)

Others (Includes Private Social Investment (Note 32b))

(444,569)

(2.4)

(412,986)

(2.0)

4 – Gross value added (1-2-3)

16,784,045

92.4

19,440,716

95.4

5 – Depreciation and amortization

(2,678,376)

(14.7)

(2,538,858)

(12.5)

6 – Net value added produced by the entity (4-5)

14,105,669

77.6

16,901,858

82.9

7 – Value added received through transfer

4,065,908

22.4

3,475,332

17.1

Equity in the earnings (losses) of unconsolidated and jointly controlled companies

4,065,908

22.4

3,475,332

17.1

8 – Value added to distribute (6+7)

18,171,577

100.0

20,377,190

100.0

9 – Value added distributed

18,171,577

100.0

20,377,190

100.0

9.1) Personnel

7,558,337

41.6

7,687,326

37.7

Salaries

3,788,790

20.9

4,031,983

19.8

Benefits

1,965,414

10.8

2,007,521

9.9

Government Severance Indemnity Fund for Employees (FGTS)

338,156

1.9

447,396

2.2

Other

1,465,977

8.1

1,200,426

5.9

9.2) Tax, fees and contributions

493,364

2.7

3,532,035

17.3

Federal

(63,877)

(0.4)

3,124,725

15.3

State

3,091

5,139

Municipal

554,150

3.0

402,171

2.0

9.3) Remuneration for providers of capital

1,116,931

6.1

1,174,295

5.8

Rental

801,748

4.4

825,306

4.1

Asset leases

315,183

1.7

348,989

1.7

9.4) Value distributed to shareholders

9,002,945

49.5

7,983,534

39.2

Interest on Shareholders’ Equity Dividends paid and/or provisioned

3,565,076

19.6

2,810,158

13.8

Retained earnings

5,429,432

29.9

5,172,012

25.4

Non-controlling interests in retained earnings

8,437

1,364

 

The accompanying Notes are an integral part of these Financial Statements.

Bradesco     9


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Statement of Cash Flow of the Prudential Conglomerate on June 30In thousands of Reais

 

 

2018

2017

Cash flow from operating activities:

 

 

Income before income tax and social contribution and non-controlling interests

6,600,364

8,153,358

Adjustments to net income before income tax and social contribution

19,137,730

27,622,750

Effect of Changes in Exchange Rates in Cash and Cash equivalents

(419,552)

(349,403)

Allowance for loan losses

8,943,405

14,790,156

Depreciation and amortization

2,678,376

2,538,858

Impairment losses of assets

405,592

833,283

Expenses/ reversal with civil, labor and tax provisions

1,783,971

1,142,230

Share of profit (loss) of unconsolidated and jointly controlled companies

(4,065,908)

(3,475,332)

(Gain)/loss on sale of fixed assets

19,617

16,440

(Gain)/loss on sale of foreclosed assets

282,152

246,582

Foreign exchange variation of assets and liabilities overseas/Other

9,510,077

11,879,936

Net income before taxes after adjustments

25,738,094

35,776,108

(Increase)/Decrease in interbank investments

(3,668,633)

1,865,412

(Increase)/Decrease in trading securities and derivative financial instruments

4,420,386

(2,947,966)

(Increase)/Decrease in interbank and interdepartmental accounts

(3,795,100)

(2,142,507)

(Increase)/Decrease in loans and leases

(27,269,449)

(1,291,145)

(Increase)/Decrease in other receivables and other assets

(16,606,884)

(3,153,101)

(Increase)/Decrease in reserve requirement - Central Bank

(4,686,008)

(9,435,726)

Increase/(Decrease) in deposits

33,926,123

26,214,926

Increase/(Decrease) in securities sold under agreements to repurchase

(26,345,367)

(1,269,903)

Increase/(Decrease) in borrowings and on-lending

2,096,401

(1,657,775)

Increase/(Decrease) in other liabilities

8,120,058

(2,493,073)

Increase/(Decrease) in deferred income

(21,675)

(45,519)

Income tax and social contribution paid

(1,945,894)

(2,791,383)

Net cash provided by/(used in) operating activities

(10,037,948)

36,628,348

Cash flow from investing activities:

 

 

Maturity of and interest on held-to-maturity securities

1,667,086

1,163,969

Sale of/maturity of and interest on available-for-sale securities

47,658,256

57,511,609

Proceeds from sale of foreclosed assets

321,409

333,127

Sale of premises and equipment

241,728

758,789

Purchases of available-for-sale securities

(85,485,246)

(59,011,665)

Investment acquisitions

(1,927)

(2,001,400)

Sale of investments

82,699

Purchase of premises and equipment

(432,102)

(790,870)

Intangible asset acquisitions

(2,190,341)

(760,957)

Dividends and interest on shareholders’ equity received

20,233

209,421

Net cash provided by/(used in) investing activities

(38,118,205)

(2,587,977)

Cash flow from financing activities:

 

 

Funds from securities issued

52,997,057

29,876,733

Settlement and Interest payments of Funds from issuance of securities

(38,698,331)

(56,896,493)

Issuance of subordinated debts

6,515,846

Settlement and Interest payments of subordinated debts

(11,090,596)

(8,503,660)

Interest on Shareholders’ Equity Paid

(4,793,024)

(4,720,677)

Non-controlling interest

43,573

(313)

Net cash provided by/(used in) financing activities

(1,541,321)

(33,728,564)

Net increase/(decrease) in cash and cash equivalents

(49,697,474)

311,807

Cash and cash equivalents - at the beginning of the period

155,898,993

181,119,377

Effect of Changes in Exchange Rates in Cash and Cash equivalents

419,552

349,403

Cash and cash equivalents - at the end of the period

106,621,071

181,780,587

Net increase/(decrease) in cash and cash equivalents

(49,697,474)

311,807

 

The accompanying Notes are an integral part of these  Financial Statements. 

10                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

Notes to Financial Statements of the Prudential Conglomerate are as follows:

 

Page
 
1) OPERATIONS 12
  
2) PRESENTATION OF THE FINANCIAL STATEMENTS 12
  
3) SIGNIFICANT ACCOUNTING PRACTICES  14
 
4)  CASH AND CASH EQUIVALENTS 20
 
5)  INTERBANK INVESTMENTS  20
 
6) SECURITIES AND DERIVATIVE FINANCIAL INSTRUMENTS  21
 
7) INTERBANK ACCOUNTS – RESERVE REQUIREMENT  30
 
8) LOANS 31
 
9) OTHER RECEIVABLES 41
 
10) OTHER ASSETS  42
 
11) INVESTMENTS 43
    
12) PREMISES AND EQUIPMENT AND LEASED ASSETS  44
    
13)  INTANGIBLE ASSETS  44
 
14) DEPOSITS, SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND FUNDS FROM ISSUANCE OF SECURITIES  45
 
15) BORROWING AND ON-LENDING 47
 
16) PROVISIONS, CONTINGENT ASSETS AND LIABILITIES AND LEGAL OBLIGATIONS – TAX AND SOCIAL SECURITY  48
 
17) SUBORDINATED DEBT  52
 
18) OTHER LIABILITIES 53
 
19) NON-CONTROLLING INTERESTS IN SUBSIDIARIES  55
 
20)  SHAREHOLDERS’ EQUITY (PARENT COMPANY) 55
 
21) FEE AND COMMISSION INCOME  56
 
22) PAYROLL AND RELATED BENEFITS  57
 
23) OTHER ADMINISTRATIVE EXPENSES  57
 
24) TAX EXPENSES 57
 
25) OTHER OPERATING INCOME  58
 
26)  OTHER OPERATING EXPENSES  58
 
27) NON-OPERATING INCOME (LOSS) 58
 
28) RELATED-PARTY TRANSACTIONS 59
  
29) RISK AND CAPITAL MANAGEMENT 61
  
30) EMPLOYEE BENEFITS 65
  
31) INCOME TAX AND SOCIAL CONTRIBUTION 66
 
32) OTHER INFORMATION 68
   
 

Bradesco     11


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

1)      OPERATIONS

 

Banco Bradesco S.A. (Bradesco), Institution leading conglomerate Prudential, is a private-sector publicly traded company and universal bank that, through its commercial, foreign exchange, consumer financing and housing loan portfolios, carries out all the types of banking activities for which it has authorization. The Bank is involved in a number of other activities, either directly or indirectly, through its subsidiaries, specifically leasing, investment banking, brokerage, consortium management, credit cards, real estate projects, insurance, pension plans and capitalization bonds. All these activities are undertaken by the various companies in the Bradesco Organization (Organization), working together in an integrated manner in the market.

 

2)      PRESENTATION OF THE FINANCIAL STATEMENTS

 

The Financial Statements of the Prudential Conglomerate were prepared to comply with the requirements of Resolution No. 4,280/13 of the National Monetary Council (CMN) and additional rules of the Brazilian Central Bank (Bacen). Thus, specific requirements were applied when consolidating the financial statements of Bradesco, its foreign branches, subsidiaries and investment funds. These  requirements are not necessarily the same as those established by corporate law.

                                                                                                                                   

For the preparation of these consolidated financial statements, equity interests, balances of balance sheet accounts, revenues, expenses and unrealized gains were eliminated and net income and shareholders’ equity attributable to the non-controlling shareholders were accounted for in a separate line. Investments in companies in which shareholding control is shared with other shareholders are accounted for using the equity method. Goodwill on acquisitions of investments in subsidiaries / affiliates and jointly controlled companies is presented in investments and intangible assets (Note 13a).

 

The financial statements include estimates and assumptions, such as: the calculation of estimated loan losses; fair value estimates of certain financial instruments; civil, tax and labor provisions; impairment losses of securities classified as available-for-sale and held-to-maturity securities and non-financial assets; and the determination of the useful life of specific assets. Actual results may differ from estimates and assumptions.

 

Bradesco’s financial statements of the Prudential Conglomerate were approved by the Board of Executive Officers on August 27, 2018.

 

Below are the significant directly and indirectly owned companies and investment funds included in the financial statements of the Prudential Conglomerate:

 

On June 30

Activity

Equity interest

2018

2017

Financial Institutions

 

 

 

Ágora Corretora de Títulos e Valores Mobiliários S.A.

Brokerage

100.00%

100.00%

Banco Alvorada S.A.

Banking

99.99%

99.99%

Banco Boavista Interâtlantico S.A. (1)

Banking

-

100.00%

Banco Bradescard S.A.

Cards

100.00%

100.00%

Banco Bradesco Argentina S.A.U (2)

Banking

100.00%

99.99%

Banco Bradesco BBI S.A. (1)

Investment bank

99.96%

99.81%

Banco Bradesco BERJ S.A.

Banking

100.00%

100.00%

Banco Bradesco Cartões S.A.

Cards

100.00%

100.00%

Banco Bradesco Europa S.A.

Banking

100.00%

100.00%

Banco Bradesco Financiamentos S.A.

Banking

100.00%

100.00%

Banco Bradesco S.A. New York Branch

Banking

100.00%

100.00%

Banco Bradesco S.A. Grand Cayman Branch (3)

Banking

100.00%

100.00%

Banco Losango S.A.

Banking

100.00%

100.00%

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

Brokerage

99.97%

99.97%

Bradesco Leasing S.A. Arrendamento Mercantil

Leases

100.00%

100.00%

Bradesco S.A. Corretora de Títulos e Valores Mobiliários

Brokerage

100.00%

100.00%

Bradesco Securities Hong Kong

Brokerage

100.00%

100.00%

Bradesco Securities, Inc.

Brokerage

100.00%

100.00%

Bradesco Securities, UK.

Brokerage

100.00%

100.00%

Bradescard México, Sociedad de Responsabilidad Limitada

Cards

100.00%

100.00%

BRAM - Bradesco Asset Management S.A. DTVM

Asset management

100.00%

100.00%

BEC - Distribuidora de Títulos e Valores Mobiliários Ltda.

Asset management

100.00%

100.00%

BEM - Distribuidora de Títulos e Valores Mobiliários Ltda.

Asset management

100.00%

100.00%

BMC Asset Management - DTVM Ltda.

Asset management

100.00%

100.00%

Cidade Capital Markets Limited

Banking

100.00%

100.00%

Crediare S.A. Crédito, Financiamento e Investimento (4)

Banking

50.00%

50.00%

Kirton Bank Brasil S.A.

Banking

100.00%

100.00%

Nova Marília Administração de Bens Móveis e Imóveis Ltda.

Asset management

100.00%

100.00%

Serel Participações em Imóveis S.A.

Asset management

100.00%

100.00%

Consortium Management

 

 

 

Bradesco Administradora de Consórcios Ltda.

Consortium management

100.00%

100.00%

Payment Institutions

 

 

 

Alvorada Administradora de Cartões Ltda.

Services

100.00%

100.00%

Bankpar Consultoria e Serviços Ltda.

Services

100.00%

100.00%

BCN - Consultoria, Adm. Bens, Serv. e Publicidade Ltda.

Services

100.00%

100.00%

Tempo Serviços Ltda.

Services

100.00%

100.00%

Securitization Companies

 

 

 

Alvorada Cia. Securitizadora de Créditos Financeiros

Credit acquisition

100.00%

100.00%

Alvorada Serviços e Negócios Ltda.

Credit acquisition

100.00%

100.00%

Cia. Securitizadora de Créditos Financeiros Rubi

Credit acquisition

100.00%

100.00%

Investment Funds (5)

 

 

 

Bradesco F.I. Referenciado DI Performance

Investment Fund

100.00%

100.00%

Bradesco F.I. Referenciado DI Uniao

Investment Fund

72.94%

72.34%

Bradesco F.I.C. F.I. Referenciado DI  Galáxia

Investment Fund

100.00%

100.00%

Bradesco F.I. Mult. Cred. Priv. Inv. Exterior Pioneiro

Investment Fund

100.00%

100.00%

Alpha F.I. Mult. Créd. Priv. Inv. no Exterior

Investment Fund

100.00%

100.00%

F.I. Mult. Cred. Priv. Inv. no Exterior Bradesco Bit

Investment Fund

100.00%

100.00%

Bradesco F.I. Mult. Cred. Priv. Inv. Exterior Andromeda

Investment Fund

100.00%

100.00%

Fundo de Investimento Referenciado DI GJ

Investment Fund

100.00%

100.00%

FIP Multisetorial Plus

Investment Fund

100.00%

100.00%

FII - F.I. R.F. Cred. Privado

Investment Fund

100.00%

100.00%

 

12                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

(1) In November, 2017, Banco Boavista Interatlântico S.A. was merged into Banco Bradesco BBI S.A. increasing the interest by means of subscription of shares and in May, 2018, there were acquisition of shares held by minority shareholders by Banco Bradesco S.A;
(2) Change in the percentage of participation, by assignment of quotas and change of corporate name to unilateral company;

(3) The special purpose entity International Diversified Payment Rights Company is being consolidated. The company is part of a structure set up for the securitization of the future flow of payment orders received overseas;

(4) At the request of the Central Bank of Brazil, from March 2018 we started to consolidate the Crediare S.A. Crédito, Financiamentos e Investimentos; and

(5) The investment funds in which Bradesco assumes or substantially retains the risks and benefits were consolidated.

 

 

Bradesco     13


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

3)   SIGNIFICANT ACCOUNTING PRACTICES

 

a)   Functional and presentation currencies

 

Financial statements of Prudential Conglomerate are presented in Brazilian reais, which is also Bradesco’s functional currency. Foreign branches and subsidiaries are mainly a continuation of activities in Brazil, and, therefore has the real as functional currency and assets, liabilities and profit or loss are translated into Brazilian reais using the appropriate currency exchange rate, to comply with accounting practices adopted in Brazil. Foreign currency translation gains and losses arising are recognized in the period’s statement of income in the lines “Derivative Financial Instruments” and “Borrowing and On-lending”.

 

b)   Income and expense recognition

 

Income and expenses are recognized on an accrual basis in order to determine the net income for the period to which they relate, regardless of when the funds are received or paid.

 

Fixed rate contracts are recognized at their redemption value with the income or expense relating to future periods being recognized as a deduction from the corresponding asset or liability. Finance income and costs are recognized daily on a pro-rata basis and calculated using the compounding method, except when they relate to discounted notes or to foreign transactions, which are calculated using the straight-line method.

 

Floating rate and foreign-currency-indexed contracts are adjusted for interest and foreign exchange rates applicable at the reporting date.

 

c)   Cash and cash equivalents

 

Cash and cash equivalents include: funds available in currency, investments in gold, securities sold under agreements to repurchase and interest-earning deposits in other banks, maturing in 90 days or less, from the time of the acquisition, which are exposed to insignificant risk of change in fair value. These funds are used by Bradesco to manage its short-term commitments.

 

Cash and cash equivalents detailed balances are presented in Note 4.

 

d)   Interbank investments

 

Unrestricted repurchase and reverse repurchase agreements are stated at their fair value. All other interbank investments are stated at cost, plus income earned up to the end of the reporting period, net of any devaluation allowance, if applicable.

 

The breakdown, terms and proceeds relating to interbank investments are presented in Note 5.

 

e)   Securities – Classification

 

·       Trading securities – securities acquired for the purpose of being actively and frequently traded. They are recognized at cost, plus income earned and adjusted to fair value with changes recognized in the Statement of Income for the period;

 

·       Available-for-sale securities – securities that are not specifically intended for trading purposes or to be held to maturity. They are recognized at cost, plus income earned, which is recognized in profit or loss in the period and adjusted to fair value with changes recognized in shareholders’ equity, net of tax, which will be transferred to the Statement of Income only when effectively realized; and

 

·       Held-to-maturity securities – securities for which there is positive intent and financial capacity to hold to maturity. They are recognized at cost, plus income earned recognized in the Statement of Income for the period.

 

Securities classified as trading and available-for-sale, as well as derivative financial instruments, are recognized in the consolidated statement of financial position at their fair value. Fair value is generally based on quoted market prices or quotations for assets or liabilities with similar characteristics. If

 

14                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

market prices are not available, fair values are based on traders’ quotations, pricing models, discounted cash flows or similar techniques to determine the fair value and may require judgment or significant estimates by Management.

 

Classification, breakdown and segmentation of securities are presented in Note 6.

 

f)    Derivative financial instruments (assets and liabilities)

 

Derivative financial instruments are designed to meet the Company´s own needs to manage Bradesco´s global exposure, as well to meet customer requests, in order to manage its positions.

 

The transactions are recorded at their fair value considering the mark-to-market methodologies adopted by Bradesco, and their adjustment can be recorded in the statement of income or equity, depending on the classification as accounting hedge (and the category of accounting hedge) or as an economic hedge.

 

Derivative financial instruments used to mitigate the risks of exposures in currencies, indexes, prices, rates or indexes are considered as hedge instruments, whose objectives are: (i) to ensure exposures remain with risk limits; (ii) change, modify or reverse positions due to market changes and operational strategies; and (iii) reduce or mitigate exposures of transactions in inactive markets, under stress or low liquidity conditions.

 

Instruments designated for hedge accounting purposes are classified according to their nature in:

 

·       Market risk hedge: the gains and losses, realized or not, of the financial instruments classified in this category as well as the financial assets and liabilities, that are the object of the hedge, are recognized in the Statement of Income; and

 

·       Cash flow hedge: the effective portion of valuation or devaluation of the financial instruments classified in this category is recognized, net of taxes, in a specific account in shareholders’ equity. The ineffective portion of the hedge is recognized directly in the Statement of Income; and

 

·       Hedge of net investment in foreign operations - the financial instruments classified in this category are intended to hedge the exchange variation of investments abroad, whose functional currency is different from the national currency, and are accounted for in accordance with the accounting procedures applicable to the hedge category of cash flow, that is, with the effective portion recognized in shareholders' equity, net of tax effects, and the non-effective portion recognized in income for the period.

 

For derivatives classified in the hedge accounting category, there is a follow-up of: (i) strategy effectiveness, through prospective and retrospective effectiveness tests, and (ii) mark-to-market of hedge instruments.

 

A breakdown of amounts included as derivative financial instruments, in the statement of financial position and off-balance-sheet accounts, is disclosed in Note 6.

 

g)   Loans and leasing, advances on foreign exchange contracts, other receivables with credit characteristics and allowance for loan losses

 

Loans and leasing, advances on foreign exchange contracts and other receivables with credit characteristics are classified by risk level, based on: (i) the parameters established by CMN Resolution No. 2,682/99, which requires risk ratings to have nine levels, from “AA” (minimum risk) to “H” (maximum risk); and (ii) Management’s assessment of the risk level. This assessment, which is carried out regularly, considers current economic conditions and past experience with loan losses, as well as specific and general risks relating to operations, debtors and guarantors. Moreover, the days-past-due is also considered in the rating of customer risk as per CMN Resolution No. 2,682/99, as follows:

 

 

 

Past-due period (1)

Customer rating

● from 15 to 30 days

B

● from 31 to 60 days

C

● from 61 to 90 days

D

● from 91 to 120 days

E

● from 121 to 150 days

F

● from 151 to 180 days

G

● more than 180 days

H

 

Bradesco     15


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

(1)  For transactions with terms of more than 36 months, past-due periods are doubled, as permitted by CMN Resolution
No. 2,682/99.

 

Interest and inflation adjustments on past-due transactions are only recognized in the Statement of Income up to the 60th day that they are past due.

 

H-rated past-due transactions remain at this level for six months, after which they are written-off against the existing allowance and controlled in off-balance-sheet accounts for at least five years.

 

Renegotiated operations are maintained at least at the same rating in which they were classified.

Renegotiations already written-off against the allowance and that were recognized in off-balance-sheet accounts, are rated as level “H” and any possible gains derived from their renegotiation are recognized only when they are effectively received. When there is a significant repayment on the operation or when new material facts justify a change in the level of risk, the loan may be reclassified to a lower risk category.

 

The estimated allowance for loan losses is calculated to sufficiently cover probable losses, according to CMN and Bacen standards and instructions, together with Management’s assessment of the credit risk.

 

Type, values, terms, levels of risk, concentration, economic sector of client’s activity, renegotiation and income from loans, as well as the breakdown of expenses and statement of financial position accounts for the allowance for loan losses are presented in Note 8.

 

Leasing

 

The portfolio of leasing operations consists of contracts firmed with the support of Decree No. 140/84, of the Ministry of Finance, which contains clauses of: (a) non-cancellation; (b) purchase option; and (c) post-fixed or fixed restatement and are accounted for in accordance with the standards established by Bacen, as follows:

 

I-      Leases receivable

 

Reflect the balance of installments receivable, restated according to the indexes and criteria established by contractual agreement.

 

II-    Unearned income from leasing and Guaranteed Residual Value (GRV)

 

Recorded at the contractual amount, conversely to adjusted accounts of unearned revenues from leasing and Guaranteed Residual value to balance, both submitted through negotiated conditions. The GRV received in advance is recorded in Other Liabilities – Creditors by Anticipation of the Residual Value until the date of contractual termination. The adjustment at present value of the lease payments and the GRV receivable from the financial leasing operations is recognized as excessive/insufficient depreciation on leased assets, in order to reconcile the accounting practices. In operations whose delays are equal to or greater than 60 days, the appropriation to the result occurs upon receipt of contractual installments, in accordance with CMN Resolution No. 2,682/99.

 

III-  Leased fixed assets

 

It is recorded at acquisition cost, minus the accrued depreciations. The depreciation is calculated using the linear method, with the benefit of a 30% reduction in the normal life cycle of the asset, provisioned in the current legislation. The main annual rates of depreciation used, as base for this

 

16                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

reduction, are the following: vehicles and the like, 20%; furniture and utensils, 10%; machinery and equipment, 10%; and other assets, 10% and 20%.

 

IV-  Losses on leases

 

The losses recorded in the sale of leased assets are deferred and amortized over the remaining normal life cycle of assets, and are shown along with the Leased Fixed Assets (Note 8k).

 

V-    Excessive (insufficient) depreciation

 

The accounting records of leasing operations are maintained as legal requirements, specific for this type of operation. The procedures adopted and summarized in items "II" to "IV" above differ from the accounting practices provisioned in Brazilian corporate law, especially concerning the regime of competence in the record of revenues and expenses related to lease contracts. As a result, in accordance with Bacen Circular No. 1,429/89, the present value of outstanding leasing installments was calculated, using the internal rate of return of each contract, recording a leasing revenue or expenditure, conversely to the entries of excessive or insufficient depreciation, respectively, recorded in Permanent Assets, with the objective of adapting the leasing operations to the regime of competence (Note 8k).

 

h)   Income tax and social contribution (assets and liabilities)

 

Deferred tax assets, calculated on income tax losses, social contribution losses and temporary differences, are recognized in “Other Receivables - Sundry” and the deferred tax liabilities on tax differences in leasing depreciation (applicable only for income tax), fair value adjustments on securities, inflation adjustment of judicial deposits, among others, are recognized in “Other Liabilities - Tax and Social Security”, in which for the differences in leasing depreciation only the income tax rate is applied.

 

Deferred tax assets on temporary differences are realized when the difference between the accounting treatment and the income tax treatment reverses. Deferred tax assets on income tax and social contribution losses are realizable when taxable income is generated, up to the 30% limit of the taxable profit for the period. Deferred tax assets are recognized based on current expectations of realization considering technical studies and analyses carried out by Management.

 

The provision for income tax is calculated at 15% of taxable income plus a 10% surcharge. For financial companies, for companies considered as such and for the insurance industry, the social contribution on the profit was calculated until August 2015, considering the rate of 15%. For the period between September 2015 and December 2018, the rate was changed to 20%, according to Law No. 13,169/15 and the rate will be 15% again as from January 2019. For the other companies, the social contribution is calculated considering the rate of 9%.

 

Due to the amendment of the rate, Organization recognized, in September 2015, an incremental amount to the deferred tax of social contribution, considering the annual expectations of realization and their respective rates in force in each period, according to the technical study produced.

 

Provisions were recognized for other income tax and social contribution in accordance with specific applicable legislation.

 

The breakdown of income tax and social contribution, showing the calculations, the origin and expected use of deferred tax assets, as well as unrecognized deferred tax assets, is presented in Note 31.

 

i)    Prepaid expenses

 

Prepaid expenses consist of funds already disbursed for future benefits or services, which are recognized in the profit or loss on an accrual basis.

 

Incurred costs relating to assets that will generate revenue in subsequent periods are recognized in the Statement of Income according to the terms and the amount of expected benefits and directly recognized in the Statement of Income when the corresponding assets or rights are no longer part of the institution’s assets or when future benefits are no longer expected.

Bradesco     17


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

In the case of the remuneration paid for the origination of credit operations or leasing to the banking correspondents related to credit operations originated during 2015 and 2016, Bradesco opted to recognize part of the total value of compensation, pursuant to the provisions of Bacen Circular No. 3,738/14. As of 2017, the remuneration mentioned is fully recognized as an expense.

 

Prepaid expenses are shown in detail in Note 10b.

 

j)    Investments

 

Investments in unconsolidated and jointly controlled companies, where Bradesco has significant influence over the investee or holds at least 20% of the voting rights, are accounted for using the equity method.

 

Tax incentives and other investments are stated at cost, less allowance for losses/impairment, where applicable.

 

Subsidiaries are consolidated – the composition of the main companies are disclosed in Note 2. The composition of unconsolidated and jointly controlled companies, as well as other investments, are disclosed in Note 11.

 

k)   Premises and equipment

 

Relates to the tangible assets used by the Bank in its activities, including those resulting from transactions that transfer risks, benefits and control of the assets to the Bank.

 

Premises and equipment are stated at acquisition cost, net of accumulated depreciation, calculated by the straight-line method based on the assets’ estimated economic useful life, using the following rates: real estate – 4% per annum; installations, furniture, equipment for use, security systems and communications – 10% per annum; transport systems – 10% to 20% per annum; and data processing systems – 20% to 40% per annum, and adjusted for impairment, when applicable.

 

The breakdown of asset costs and their corresponding depreciation, as well as the unrecognized surplus value for real estate and the fixed asset ratios, are disclosed in Note 12.

 

l)    Intangible assets

 

Relates to the right over intangible assets used by the Bank in its activities.

 

Intangible assets comprise:

 

·       Future profitability/acquired client portfolio and acquisition of right to provide banking services: they are recognized and amortized over the period in which the asset will directly and indirectly contribute to future cash flows and adjusted for impairment, where applicable; and

 

·       Software: stated at cost less amortization calculated on a straight-line basis over the estimated useful life (20% p.a.), from the date it is available for use and adjusted for impairment, where applicable. Internal software development costs are recognized as an intangible asset when it is possible to show the intent and ability to complete and use the software, as well as to reliably measure costs directly attributable to the intangible asset. These costs are amortized during the software’s estimated useful life, considering the expected future economic benefits.

 

Intangible assets and the movement in these balances by class are presented in Note 13.

 

m) Impairment

 

Financial and non-financial assets are tested for impairment.

 

18                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

Objective evidence of impairment may comprise the non-payment or payment delay by the debtor, possible bankruptcy process or the significant or extended decline in an asset value.

 

An impairment loss of a financial or non-financial asset is recognized in the profit or loss for the period if the carrying amount of an asset or cash-generating unit exceeds its recoverable value. Impairment losses are presented in Note 6.

 

n)   Securities sold under agreements to repurchase

 

These are recognized at the value of the liabilities and include, when applicable, related charges up updated to the end of the reporting period, calculated on a daily pro-rata basis.

 

A breakdown of the contracts recognized in deposits and securities sold under agreements to repurchase, as well as terms and amounts recognized in the statement of financial position and statement of income, is presented in Note 14.

 

o)   Provisions, contingent assets and liabilities and legal obligations – tax and social security

 

Provisions, contingent assets and liabilities, and legal obligations, as defined below, are recognized, measured and disclosed in accordance with the criteria set out in CPC 25, approved by CMN Resolution No. 3,823/09 and CVM Resolution No. 594/09 and in accordance with Circular Letter nº 3,429/10:

 

·       Contingent Assets: these are not recognized in the financial statements, except to the extent that there are real guarantees or favorable judicial decisions, to which no further appeals are applicable, and it is considered virtually certain that cash inflows will flow to Bradesco. Contingent assets with a chance of probable success are disclosed in the notes to the financial statements;

 

·       Provisions: these are recognized taking into consideration the opinion of legal counsel, the nature of the lawsuits, similarity with previous lawsuits, complexity and positioning of the courts, whenever an entity has a present obligation (legal or constructive) as a result of a past even, it is probable that an outflow of resources will be required to settle the obligation and when the amount can be reliably measured;

 

·       Contingent Liabilities: according to CPC 25, the term “contingent” is used for liabilities that are not recognized because their existence will only be confirmed by the occurrence of one or more uncertain future events beyond Management’s control. Contingent liabilities do not meet the criteria for recognition because they are considered as possible losses should only be disclosed in the notes when relevant. Obligations deemed remote are not recognized as a provision nor disclosed; and

 

·       Legal Obligations – Provision for Tax Risks: results from judicial proceedings, which contest the applicability of tax laws on the grounds of legality or constitutionality, which, regardless of the assessment of the probability of success, are fully provided for in the financial statements.

 

Details on lawsuits, as well as segregation and changes in amounts recognized, by type, is presented in Note 16.

 

p)   Other assets and liabilities

 

Assets are stated at their realizable amounts, including, when applicable, related income and inflation and exchange variations (on a daily prorated basis), less provision for losses, when deemed appropriate. Liabilities include known or measurable amounts, including related charges and inflation and exchange variations (on a daily prorated basis).

 

q)   Funding expenses

 

Expenses related to funding transactions involving the issuance of securities reduce the corresponding liability and are recognized in the profit or loss over the term of the transaction, according to Notes 14c and 17.

 

Bradesco     19


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

r)    Subsequent events

 

These refer to events occurring between the reporting date and the date the financial statements are authorized to be issued.

 

They comprise the following:

 

·       Events resulting in adjustments: events relating to conditions already existing at the end of the reporting period; and

 

·       Events not resulting in adjustments: events relating to conditions not existing at the end of the reporting period.

 

Subsequent events, if any, are described in Note 32.

 

 

4)     CASH AND CASH EQUIVALENTS

 

 

On June 30 - R$ thousand

2018

2017

Cash and due from banks in domestic currency

10,166,833

9,437,231

Cash and due from banks in foreign currency

4,995,179

3,829,774

Investments in gold

216

193

Total cash and due from banks

15,162,228

13,267,198

Interbank investments (1)

91,458,843

168,513,389

Total cash and cash equivalents

106,621,071

181,780,587

 

(1)  It refers to operations that mature in 90 days or less from the date they were effectively invested and with insignificant risk of change in fair value.

 

5)      INTERBANK INVESTMENTS

 

a)    Breakdown and maturity

 

 

On June 30 - R$ thousand

1 to 30

days

31 to 180

days

181 to 360

days

More than 360 days

2018

2017

Securities purchased under agreements to resell:

 

 

 

 

 

 

Own portfolio position

14,277,767

2,944,842

17,222,609

24,377,707

● Financial treasury bills

21,967

21,967

6,956,328

● National treasury notes

13,180,636

13,180,636

11,662,272

● National treasury bills

933,775

2,944,842

3,878,617

5,716,014

● Other

141,389

141,389

43,093

Funded position

47,282,325

29,138,181

1,451,663

77,872,169

144,356,172

● National treasury notes

46,566,377

28,349,086

1,129,944

76,045,407

56,899,271

● Financial treasury bills

715,948

715,948

58,174,544

● National treasury bills

789,095

321,719

1,110,814

29,282,357

Unrestricted position

820,683

2,400,782

674,912

3,896,377

2,278,404

● National treasury bills

820,683

2,400,782

674,912

3,896,377

2,278,404

Subtotal

62,380,775

34,483,805

2,126,575

98,991,155

171,012,283

Interest-earning deposits in other banks:

 

 

 

 

 

 

● Interest-earning deposits in other banks:

4,251,786

2,719,945

1,289,187

1,202,846

9,463,764

6,296,291

● Provision for losses

(2,046)

(1,047)

(7,409)

(10,502)

(12,831)

Subtotal

4,249,740

2,718,898

1,281,778

1,202,846

9,453,262

6,283,460

Total in 2018

66,630,515

37,202,703

3,408,353

1,202,846

108,444,417

 

%

61.5

34.3

3.1

1.1

100.0

 

Total in 2017

171,697,807

3,530,842

938,817

1,128,277

 

177,295,743

%

96.8

2.0

0.5

0.6

 

100.0

 

20                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

b)   Income from interbank investments

 

Classified in the statement of income as income from operations with securities.

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Income from investments in purchase and sale commitments:

 

 

• Own portfolio position

158,448

265,245

• Funded position

3,748,128

9,476,507

• Unrestricted position

1,099,201

358,857

Subtotal

5,005,777

10,100,609

Income from interest-earning deposits in other banks

250,721

239,555

Total (Note 6g)

5,256,498

10,340,164

 

6)     SECURITIES AND DERIVATIVE FINANCIAL INSTRUMENTS

 

Information on securities and derivative financial instruments is as follows:

 

a)    Summary of the consolidated classification of securities by operating segment and issuer

 

 

On June 30 - R$ thousand

2018

%

2017

%

Trading securities

45,712,084

16.7

54,131,681

24.4

- Government securities

24,305,807

8.9

29,887,721

13.5

- Corporate securities

7,460,164

2.7

9,219,480

4.2

- Derivative financial instruments (1) (5)

13,946,113

5.1

15,024,480

6.7

Available-for-sale securities (2)

199,560,406

72.9

155,678,967

70.1

- Government securities

133,468,968

48.8

96,630,216

43.5

- Corporate securities

66,091,438

24.1

59,048,751

26.6

Held-to-maturity securities (2)

28,472,656

10.4

12,262,241

5.5

- Government securities

17,034,546

6.2

29,038

- Corporate securities

11,438,110

4.2

12,233,203

5.5

Total

273,745,146

100.0

222,072,889

100.0

 

 

 

 

 

- Government securities

174,809,321

63.9

126,546,975

57.0

- Corporate securities

98,935,825

36.1

95,525,914

43.0

Total

273,745,146

100.0

222,072,889

100.0

 

 

 

Bradesco     21


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

b)      Consolidated classification by category, maturity and operating segment

 

I)    Trading securities

 

Securities

On June 30 - R$ thousand

2018

2017

1 to 30 
days

31 to 180 
days

181 to 360 
days

More than 360
days

Fair/book value (3) (4)

Amortized cost

Fair Value Adjustment

Fair/book value (3) (4)

Fair Value Adjustment

Financial treasury bills

531,559

243,191

14,008,116

14,782,866

14,782,561

305

14,820,203

(1,081)

National treasury notes

169,040

531,193

7,071,879

7,772,112

7,820,116

(48,004)

6,753,720

146,793

Financial bills

147,633

256,701

411,683

816,017

815,293

724

2,698,034

8,604

Debentures

46,929

85,305

1,270,583

1,402,817

1,459,994

(57,177)

1,841,502

(242,220)

National treasury bills

26,083

226,755

181,279

663,956

1,098,073

1,096,352

1,721

7,975,423

18,548

Brazilian foreign debt securities

8,042

163,880

171,922

183,141

(11,219)

7,937

(26)

Derivative financial instruments (1) (5)

12,015,350

489,127

502,063

939,573

13,946,113

17,267,221

(3,321,108)

15,024,480

(6,449,323)

Other

2,770,104

481,298

664,006

1,806,756

5,722,164

5,769,811

(47,647)

5,010,382

(53,002)

Total

14,866,508

2,130,717

2,378,433

26,336,426

45,712,084

49,194,489

(3,482,405)

54,131,681

(6,571,707)

Derivative financial instruments (liabilities) (5)

(14,357,767)

(597,299)

(413,754)

(642,992)

(16,011,812)

(12,714,231)

(3,297,581)

(14,025,373)

(3,325,741)

 

II)   Available-for-sale securities

 

Securities (2) (6)

On June 30 - R$ thousand

2018

2017

1 to 30 
days

31 to 180 
days

181 to 360 
days

More than 360
days

Fair/book value (3) (4)

Amortized cost

Fair Value Adjustment

Fair/book value (3) (4)

Fair Value Adjustment

National treasury bills

1,185,208

3,029,215

65,963,779

46,233,583

116,411,785

115,696,270

715,515

81,877,382

1,442,512

Debentures

725,580

697,920

5,029,645

33,976,456

40,429,601

41,209,310

(779,709)

38,130,412

(789,673)

National treasury notes

733,282

2,550,339

6,086,083

9,369,704

9,185,811

183,893

10,306,348

372,721

Foreign corporate securities

137,455

623,494

1,159,970

8,060,853

9,981,772

10,180,355

(198,583)

11,122,763

(210,053)

Shares

7,069,530

7,069,530

8,199,723

(1,130,193)

6,648,800

(733,505)

Foreign government bonds

191,914

3,415,259

3,607,173

3,612,276

(5,103)

1,551,478

(9,616)

Certificates of real estate receivables

10,812

728,412

739,224

728,519

10,705

1,068,103

(39,356)

Brazilian foreign debt securities

31,462

1,732,217

1,763,679

1,831,296

(67,617)

585,984

18,755

Financial treasury bills

10,351

856,711

1,407,172

2,274,234

2,272,377

1,857

2,261,856

511

Promissory Notes

1,697,278

4,105,549

5,802,827

5,763,239

39,588

820,285

(1,121)

Other

1,673,222

437,655

2,110,877

2,102,304

8,573

1,305,556

35,047

Subtotal

11,014,371

10,206,799

79,676,805

98,662,431

199,560,406

200,781,480

(1,221,074)

155,678,967

86,222

Accounting Hedge (Note 6f)

-

-

-

-

-

-

(285,786)

-

21,282

Securities reclassified to “Held-to-maturity securities”

-

-

-

-

-

-

(572,732)

-

(307,494)

Total

11,014,371

10,206,799

79,676,805

98,662,431

199,560,406

200,781,480

(2,079,592)

155,678,967

(199,990)

 

22                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

III) Held-to-maturity securities

 

Securities (2) (6)

On June 30 - R$ thousand

2018

2017

1 to 30

31 to 180

181 to 360

More than 360

Amortized cost (3)

Fair value (4)

Gain (loss) not accounted for

Amortized cost (3)

Gain (loss) not accounted for

days

days

days

days

National treasury bills

-

-

-

16,214,867

16,214,867

16,214,867

-

-

Certificates of real estate receivables

41

9,896

11,428,173

11,438,110

10,932,098

(506,012)

12,233,203

(506,724)

National treasury notes

144

1,237

1,204

814,220

816,805

816,805

8,381

Other

2,874

2,874

2,874

20,657

178

Total

144

1,278

11,100

28,460,134

28,472,656

27,966,644

(506,012)

12,262,241

(506,546)

 

c)      Breakdown of the portfolios by financial statement classification

 

Securities

On June 30 - R$ thousand

1 to 30 
days

31 to 180 
days

181 to 360 
days

More than 360
days

Total in 2018

(3) (4)

Total in 2017

(3) (4)

Own portfolio

13,658,415

7,049,397

28,850,461

72,210,908

121,769,181

131,724,706

Fixed income securities

5,783,376

7,049,397

28,850,461

72,210,908

113,894,142

124,269,064

● National treasury notes

144

205,863

40,296

3,594,004

3,840,307

11,051,906

● Financial treasury bills

384,037

632,732

10,961,459

11,978,228

13,211,218

● National treasury bills

1,184,687

9,398

18,329,932

5,688,830

25,212,847

29,175,390

● Debentures

758,687

694,969

4,757,828

32,758,713

38,970,197

39,971,913

● Financial bills

147,633

256,701

512,398

916,732

2,698,034

● Certificates of real estate receivables

41

20,708

12,204,133

12,224,882

13,335,062

● Foreign corporate securities

271,375

202,406

650,838

4,316,534

5,441,153

7,936,848

● Brazilian foreign debt securities

26,986

1,215,527

1,242,513

608,326

● Bank deposit certificates

136,443

250,627

10

387,080

415,254

● Promissory Notes

1,697,276

4,105,549

5,802,825

1,210,225

● Other

3,405,054

3,457,147

55,877

959,300

7,877,378

4,654,888

Equity securities

7,875,039

7,875,039

7,455,642

● Shares of listed companies

7,875,039

7,875,039

7,455,642

Restricted securities

207,258

4,800,270

49,825,392

80,073,143

134,906,063

66,533,524

Subject to repurchase agreements

113,027

4,529,232

44,612,411

72,776,720

122,031,390

54,505,069

● National treasury bills

3,133,397

40,162,376

56,914,645

100,210,418

49,244,468

● Foreign corporate securities

86,688

609,873

1,117,263

4,839,448

6,653,272

4,696,471

● National treasury notes

697,695

3,042,440

5,828,465

9,568,600

303,796

● Financial treasury bills

11

18,515

2,025,265

2,043,791

256,759

● Other

26,339

88,256

271,817

3,168,897

3,555,309

3,575

Given in guarantee to the Brazilian Central Bank

83,599

● National treasury bills

83,599

Privatization rights

41,707

41,707

46,517

Given in guarantee

94,231

271,038

5,212,981

7,254,716

12,832,966

11,898,339

● National treasury notes

4,314,345

4,314,345

3,978,065

● National treasury bills

26,603

113,176

4,764,328

508,932

5,413,039

4,565,934

● Financial treasury bills

157,862

448,653

2,431,439

3,037,954

3,344,674

● Other

67,628

67,628

9,666

Derivative financial instruments (1) (5)

12,015,350

489,127

502,063

939,573

13,946,113

15,024,480

Securities sold under repurchase agreements - unrestricted

2,888,422

235,367

3,123,789

8,790,179

● National treasury bills

2,888,422

2,888,422

6,783,414

● National treasury notes

235,367

235,367

1,734,684

● Financial treasury bills

272,081

Total

25,881,023

12,338,794

82,066,338

153,458,991

273,745,146

222,072,889

%

9.5

4.5

30.0

56.0

100.0

100.0

Bradesco     23


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

(1) Consistent with the criteria in Bacen Circular Letter No. 3,068/01 and due to the characteristics of the instruments, we are classifying the derivative financial instruments, except those considered as accounting hedges in the category Trading Securities;
(2) In compliance with Article 8 of Bacen Circular Letter No. 3,068/01, Bradesco declares that it has the financial capacity and intention to maintain held-to-maturity securities until their maturity dates. At the time of preparation of the consolidated financial statements as of June 30, 2018, Management decided to reclassify Securities available for Sale to Held to Maturity, in the amount of R$ 17,022,922 thousand, without any result, as the result (loss) in the gross amount of R$ (297,343) thousand, was retained in shareholders’ equity and will be recognized in income over the remaining period of the securities, according to article 5 of said Circular. This reclassification was based on the alignment of the risk management strategy;
(3) The number of days to maturity was based on the contractual maturity of the instruments, regardless of their accounting classification;
(4) The fair value of securities is determined based on the market price available at the end of the reporting period. If no market price quotation is available at the end of the reporting period, amounts are estimated based on the prices quoted by dealers, pricing models, quotation models or price quotations for instruments with similar characteristics. For investment funds, the original amortized cost reflects the fair value of the respective quotas;
(5) Includes hedge for protection of assets and liabilities, denominated in or indexed to foreign currency, primarily, arising from foreign investments, eliminating the effects of exchange variation of these assets and liabilities. For a better analysis of these items, consider the net exposure (Note 6d II); and
(6) In the first semester of 2018, there were impairment losses on financial assets (mostly debentures), net of reversals, related to securities classified as “Available-for-Sale” and “Held-to-Maturity” in the amount of R$ 405,592 thousand (R$ 833,283 thousand in 2017).

 

 

 

24                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

d)      Derivative financial instruments

 

Bradesco carries out transactions involving derivative financial instruments, which are recognized in the statement of financial position or in off-balance-sheet accounts, to meet its own needs in managing its global exposure, as well as to meet its customer’s requests, in order to manage their exposure. These operations involve a range of derivatives, including interest rate swaps, currency swaps, futures and options. Bradesco’s risk management policy is based on the utilization of derivative financial instruments mainly to mitigate the risks from operations carried out by the Bank and its subsidiaries.

 

Securities classified as trading and available-for-sale, as well as derivative financial instruments, are recognized in the consolidated statement of financial position at their fair value. Fair value is generally based on quoted market prices or quotations for assets or liabilities with similar characteristics. Should market prices not be available, fair values are based on dealer quotations, pricing models, discounted cash flows or similar techniques for which the determination of fair value may require judgment or significant estimates by Management.

 

Quoted market prices are used to determine the fair value of derivative financial instruments. The fair value of swaps is determined by using discounted cash flow modeling techniques that use yield curves, reflecting adequate risk factors. The information to build yield curves is mainly obtained from Securities, Commodities and Futures Exchange (B3), and the domestic and international secondary market. These yield curves are used to determine the fair value of currency swaps, interest rate and other risk factor swaps. The fair value of forward and futures contracts is also determined based on market price quotations for derivatives traded on an exchange or using methodologies similar to those outlined for swaps. The fair values of credit derivative instruments are determined based on market price quotation or from specialized entities. The fair value of options is determined based on mathematical models, such as Black & Scholes, using yield curves, implied volatilities and the fair value of corresponding assets. Current market prices are used to calculate volatility.

 

Derivative financial instruments in Brazil mainly refer to swaps and futures and are registered at B3.

 

Operations involving forward contracts of interest rates, indexes and currencies are contracted by Management to hedge Bradesco’s overall exposures and to meet customer needs.

 

Foreign derivative financial instruments refer to swap, forward, options, credit and futures operations and are mainly carried out at the stock exchanges in Chicago and New York, as well as the over-the-counter (OTC) markets.

                                                      

 

Bradesco     25


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

I)   Amount of derivative financial instruments recognized in off-balance-sheet accounts

 

 

On June 30 - R$ thousand

2018

2017

Nominal value

Net amount value

Nominal value

Net amount value

Futures contracts

 

 

 

 

Purchase commitments:

155,316,454

 

146,458,963

 

- Interbank market

92,588,741

47,093,791

93,823,273

47,752,744

- Foreign currency

62,414,663

52,586,084

- Other

313,050

170,092

49,606

Sale commitments:

119,915,781

 

107,620,159

 

- Interbank market (1)

45,494,950

46,070,529

- Foreign currency (2)

74,277,873

11,863,210

61,471,487

8,885,403

- Other

142,958

78,143

28,537

 

 

 

 

 

Option contracts

 

 

 

 

Purchase commitments:

116,668,877

 

23,223,824

 

- Interbank market

101,023,808

11,885,179

10,554,362

- Foreign currency

15,232,338

1,083,619

11,222,031

1,583,692

- Other

412,731

207,724

116,614

Sale commitments:

166,349,014

 

19,674,655

 

- Interbank market

151,995,288

50,971,480

1,330,817

- Foreign currency

14,148,719

9,638,339

- Other

205,007

8,705,499

8,588,885

 

 

 

 

 

Forward contracts

 

 

 

 

Purchase commitments:

16,853,738

 

12,297,961

 

- Foreign currency

16,193,212

11,784,574

- Other

660,526

513,387

13,868

Sale commitments:

19,398,654

 

16,254,153

 

- Foreign currency (2)

18,441,365

2,248,153

15,754,634

3,970,060

- Other

957,289

296,763

499,519

 

 

 

 

 

Swap contracts

 

 

 

 

Assets (long position):

77,509,334

 

73,627,402

 

- Interbank market

6,254,688

2,261,595

7,936,976

5,611,958

- Fixed rate

49,942,201

24,265,065

51,922,671

21,065,185

- Foreign currency

14,138,588

12,440,983

- IGPM

732,450

437,700

- Other

6,441,407

3,884,387

889,072

Liabilities (unrestricted position):

59,692,490

 

49,899,424

 

- Interbank market

3,993,093

2,325,018

- Fixed rate

25,677,136

30,857,486

- Foreign currency

26,729,241

12,590,653

13,846,145

1,405,162

- IGPM

736,000

3,550

710,000

272,300

- Other

2,557,020

2,160,775

1,271,703

 

Derivatives include operations maturing in D+1.

(1) Includes: (i) accounting hedges to protect CDI-related funding totaling R$ 4,728,847 thousand (R$ 4,603,132 in 2017); and (ii) accounting hedges to protect interbank investments, in the amount of R$ 10,485,976 thousand (R$ 16,383,339 thousand in 2017) (note 6f); and
(2) Includes specific hedges to protect assets and liabilities, arising from foreign investments. Investments abroad totaling the amount of R$ 57,968,309 thousand (R$ 48,677,787 thousand in 2017).

                               

 

26                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

II)  Breakdown of derivative financial instruments (assets and liabilities) shown at original amortized cost and fair value

 

 

On June 30 - R$ thousand

2018

2017

Original amortized cost

Mark-to-market adjustment

Fair value

Original amortized cost

Mark-to-market adjustment

Fair value

Adjustment receivable - swaps

13,807,170

(3,503,486)

10,303,684

19,749,295

(6,396,785)

13,352,510

Adjustment receivable - future

704

704

975

975

Receivable forward purchases

1,583,553

1,583,553

654,841

654,841

Receivable forward sales (1)

627,938

627,938

626,747

626,747

Premiums on exercisable options

1,247,856

182,378

1,430,234

441,945

(52,538)

389,407

Total assets (A)

17,267,221

(3,321,108)

13,946,113

21,473,803

(6,449,323)

15,024,480

Adjustment payables - swaps

(9,248,658)

(3,045,997)

(12,294,655)

(8,528,256)

(3,348,041)

(11,876,297)

Adjustment payables - future

(3,318)

(3,318)

(1,880)

(1,880)

Payable forward purchases

(674,881)

(674,881)

(1,001,656)

(1,001,656)

Payable forward sales

(1,328,507)

(1,328,507)

(677,528)

(677,528)

Premiums on written options

(1,458,867)

(251,584)

(1,710,451)

(490,312)

22,300

(468,012)

Total liabilities (B)

(12,714,231)

(3,297,581)

(16,011,812)

(10,699,632)

(3,325,741)

(14,025,373)

     

 

     

Net Effect (A-B)

4,552,990

(6,618,689)

(2,065,699)

10,774,171

(9,775,064)

999,107

 

(1)  Includes receivable adjustments relating to hedge of assets and liabilities, designated and/or indexed in foreign currency, primarily, arising from foreign investments, eliminating the effects of exchange variation of these assets and liabilities.

 

III)    Futures, options, forward and swap contracts – (Reference Value)

 

 

On June 30 - R$ thousand

1 to 90

days

91 to 180

days

181 to 360

days

More than 360

days

2018

2017

Futures contracts (1)

91,011,061

15,233,430

74,893,292

94,094,452

275,232,235

254,079,122

Option contracts

10,548,301

213,666,923

46,135,696

12,666,971

283,017,891

42,898,479

Forward contracts (1)

20,128,597

7,135,137

6,885,732

2,102,926

36,252,392

28,552,114

Swap contracts

6,154,907

13,968,065

11,736,518

105,342,334

137,201,824

123,526,826

Total in 2018

127,842,866

250,003,555

139,651,238

214,206,683

731,704,342

 

Total in 2017

116,596,344

35,077,747

147,494,964

149,887,486

 

449,056,541

 

(1)  Includes contracts relating to hedges for the protection of assets and liabilities, designated and/or indexed in foreign currency, primarily, arising from foreign investments, eliminating the effects of exchange variation of these assets and liabilities.

Bradesco     27


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

IV) Types of margin offered in guarantee of derivative financial instruments, mainly futures contracts

 

 

On June 30 - R$ thousand

2018

2017

Government securities

 

 

National treasury notes

4,916,695

4,614,789

National treasury bills

3,769,858

2,994,173

Total

8,686,553

7,608,962

 

V)  Revenues and expenses, net

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Swap contracts

(1,846,732)

276,690

Forward contracts (1)

(444,282)

(295,828)

Option contracts

(353,921)

(160,013)

Futures contracts (1)

(4,538,303)

992,791

Total (Note 6g)

(7,183,238)

813,640

 

(1) Includes the gain (loss) and the respective adjustment to the market capitalization of the hedge for protection of the assets and liabilities, designated and/or indexed in foreign currency, primarily, arising from foreign investments.

 

VI) Reference values of derivative financial instruments, by trading location and counterparts

 

 

On June 30 - R$ thousand

2018

2017

B3 (stock exchange)

496,600,699

231,500,270

B3 (over-the-counter)

179,920,995

166,198,389

Overseas (stock exchange) (1)

45,476,695

44,100,246

Overseas (over-the-counter) (1)

9,705,953

7,257,636

Total

731,704,342

449,056,541

 

(1) Comprised of operations carried out on the Chicago and New York Stock Exchanges and over-the-counter markets.

 

e)      Credit Default Swaps (CDS)

 

On June 30, 2018, Bradesco had credit default swaps (CDS) with the following characteristics: the risk received in credit swaps whose underlying assets are “debt securities issued by companies" in the amount of R$ 768,422 thousand (2017 - R$ 220,210 thousand) and “bonds of the Brazilian public debt” in the amount of R$ 1,318,275 thousand (2017 - R$ 363,902 thousand); and the risk transferred in credit swaps whose underlying assets are Brazilian public debt”, was R$ (886,834) thousand (R$ (16,541) thousand in 2017), and “foreign public debt derivatives” was R$ (231,348) thousand, amounting to a total net credit risk value of R$ 968,515 thousand (2017 - R$ 567,571 thousand), with an effect on the calculation of required shareholders’ equity of R$ 68,538 thousand (2017 - R$ 23,122 thousand). The contracts related to credit derivatives transactions described above are due in 2025. The mark-to-market of the protection rates that remunerates the counterparty that received the risk totaled R$ 304 thousand (2017 - R$ (616) thousand). There were no credit events, as defined in the agreements, during the period.

 

f)       Hedge Accounting

 

On June 30, 2018, Bradesco maintained hedge, in accordance with Bacen's Circular No. 3,082 / 02, composed by:

 

I)    Cash Flow Hedge - the financial instruments classified in this category, aims to reduce exposure to future changes in interest rates, which impact the outcome of the organization. The effective portion of the valuations or devaluations of these instruments is recognized in a separate account of shareholders' equity, net of tax effects and is only transferred to income in two situations: (i) in case of ineffectiveness of the hedge; or (ii) the realization of the hedge object. The ineffective portion of the respective hedge is recognized directly in the income statement.

28                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

Strategy

On June 30 - R$ thousand

Hedge instrument nominal value

Hedge object accounting value

Fair Value Accumulated Adjustments in shareholders' equity (gross of tax effects)

Fair Value Accumulated Adjustments in shareholders' equity (net of tax effects)

Hedge of interest receipts from investments in securities (1)

10,485,976

9,484,831

19,579

11,747

Hedge of interest payments on funding (2)

4,728,847

4,637,720

(44,727)

(26,836)

Total in 2018

15,214,823

14,122,551

(25,148)

(15,089)

*

 

 

 

 

Hedge of interest receipts from investments in securities (1)

16,383,339

18,046,986

204,456

122,674

Hedge of interest payments on funding (2)

4,603,132

4,594,907

(28,839)

(17,303)

Total in 2017

20,986,471

22,641,893

175,617

105,371

 

(1) Referring to the DI interest rate risk, using DI Futures contracts in B3, with the maturity in 2019, making the cash flow prefixed; and (2) Referring to the DI interest rate risk, using DI Futures contracts in B3, with maturity dates in 2020, making the cash flow prefixed.

The effectiveness of the hedge portfolio is in accordance with Bacen's Circular No. 3,082 / 02.

 

For the next 12 months, the gains related to the cash flow hedge, which we expect to recognize in the income statement, amount to R$ 5,074 thousand.

 

The gains/(losses) related to the cash flow hedge recorded in the income statements in during the first semester of 2018 were R$ 14,464 thousand.

 

II)   Hedge of investments abroad - the financial instruments classified in this category, have the objective of reducing the exposure to foreign exchange variation of investments abroad, whose functional currency is different from the national currency, which impacts the result of the organization. The effective portion of the valuations or devaluations of these instruments is recognized in a separate account of shareholders' equity, net of tax effects and is only transferred to income in two situations: (i) hedge ineffectiveness; or (ii) in the disposal or partial sale of the foreign operation. The ineffective portion of the respective hedge is recognized directly in the income statement.

 

Strategy

On June 30 - R$ thousand

Hedge instrument nominal value

Hedge object accounting value

Fair Value Accumulated Adjustments in shareholders' equity (gross of tax effects)

Fair Value Accumulated Adjustments in shareholders' equity (net of tax effects)

Hedge of exchange variation on future cash flows (1)

1,382,494

752,159

(260,638)

(156,383)

Total in 2018

1,382,494

752,159

(260,638)

(156,383)

*

 

 

 

 

Hedge of exchange variation on future cash flows (1)

1,172,402

661,360

(154,335)

(92,601)

Total in 2017

1,172,402

661,360

(154,335)

(92,601)

 

(1) Whose functional currency is different from the real, using Forward contracts, with the object of hedging the foreign investment referenced to MXN (Mexican Peso).

The effectiveness of the hedge portfolio is in accordance with Bacen's Circular No. 3,082/02.

 

 

For the next 12 months, the gains/(losses) related to the hedge of investments abroad, which we expect to recognize in the result, amount to R$ 4,182 thousand.

 

Gains/(losses) related to the hedge of investments abroad recorded in income accounts in during the first semester of 2018 were R$ (6,258) thousand.

 

 

 

 

Bradesco     29


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

 

g)      Income from securities, insurance and derivative financial instruments

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Fixed income securities (1)

10,733,256

11,562,160

Interbank investments (Note 5b)

5,256,498

10,340,164

Equity securities

83,770

729,106

Subtotal

16,073,524

22,631,430

Income from derivative financial instruments (Note 6d V)

(7,183,238)

813,640

Total

8,890,286

23,445,070

 

(1)  In the first semester of 2018, there were losses due to impairment of financial assets (mostly debentures), net of reversals, in the amount of R$ 405,592 thousand (R$ 833,283 thousand in 2017).

 

7)      INTERBANK ACCOUNTS – RESERVE REQUIREMENT

 

a)       Reserve requirement

 

 

On June 30 - R$ thousand

Remuneration

2018

2017

Compulsory deposit – demand deposits

not remunerated

7,230,446

4,820,146

Compulsory deposit – savings deposits

savings index

20,437,684

19,270,779

Compulsory deposit – time deposits

Selic rate

43,685,879

38,155,072

Additional compulsory deposit – savings deposits

Selic rate

5,226,260

Requirement  rural loans funds

not remunerated

46,225

Reserve requirement – SFH

TR + interest rate

1,241,906

825,908

Total

 

72,642,140

68,298,165

 

b)       Revenue from reserve requirement

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Reserve requirement – Bacen (Compulsory deposit)

1,806,363

2,654,557

Reserve requirement – SFH

25,038

28,890

Total

1,831,401

2,683,447

 

30                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

8)      LOANS

 

Information relating to loans, including advances on foreign exchange contracts, leasing and other receivables with credit characteristics is shown below:

 

a)   By type and maturity

 

 

On June 30 - R$ thousand

Performing loans

1 to 30

31 to 60

61 to 90

91 to 180

181 to 360

More than 360

Total in 2018 (A)

% (4)

Total in 2017 (A)

% (4)

days

days

days

days

days

days

Discounted trade receivables and loans (1)

21,221,476

10,786,837

9,867,075

19,432,647

25,019,790

74,462,999

160,790,824

36.6

151,440,966

36.0

Financing

5,153,172

3,708,013

3,540,477

9,547,671

17,411,632

89,446,934

128,807,899

29.3

127,607,532

30.4

Agricultural and agribusiness loans

2,093,884

1,224,200

1,393,421

4,436,148

4,030,545

8,838,838

22,017,036

5.0

21,649,869

5.2

Subtotal

28,468,532

15,719,050

14,800,973

33,416,466

46,461,967

172,748,771

311,615,759

70.9

300,698,367

71.6

Leases

95,070

83,395

86,298

241,278

391,931

1,060,564

1,958,536

0.4

2,155,805

0.5

Advances on foreign exchange contracts (2)

3,436,390

1,842,654

1,667,060

2,588,279

3,429,569

65,079

13,029,031

3.0

9,696,091

2.3

Subtotal

31,999,992

17,645,099

16,554,331

36,246,023

50,283,467

173,874,414

326,603,326

74.3

312,550,263

74.4

Other receivables (3)

17,619,089

6,522,189

3,428,167

5,158,241

2,880,655

624,688

36,233,029

8.2

30,794,874

7.3

Total loans

49,619,081

24,167,288

19,982,498

41,404,264

53,164,122

174,499,102

362,836,355

82.5

343,345,137

81.7

Acquisition of credit card receivables

1,425,815

656,901

482,985

827,125

521,319

3,914,145

0.9

1,639,010

0.4

Subtotal

51,044,896

24,824,189

20,465,483

42,231,389

53,685,441

174,499,102

366,750,500

83.4

344,984,147

82.1

Sureties and guarantees

3,635,781

540,799

1,538,495

6,352,354

9,681,031

50,016,487

71,764,947

16.3

73,743,868

17.6

Loan assignment - real estate receivables certificate

33,116

33,114

33,112

95,298

142,223

478,166

815,029

0.2

967,852

0.2

Guarantee given on rural loans assigned

76,709

76,709

88,696

Letters of credit for imports

95,987

135,660

35,326

84,322

48,558

399,853

0.1

299,127

0.1

Confirmed exports loans

2,791

20,000

60,000

82,791

42,065

Total - Off-balance-sheet accounts

3,767,675

709,573

1,606,933

6,551,974

9,931,812

50,571,362

73,139,329

16.6

75,141,608

17.9

Total in 2018

54,812,571

25,533,762

22,072,416

48,783,363

63,617,253

225,070,464

439,889,829

100.0

 

 

Total in 2017

43,180,502

27,252,066

19,952,666

50,026,192

67,080,461

212,633,868

 

 

420,125,755

100.0

 

 

Bradesco     31


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

On June 30 - R$ thousand

Non-performing loans

Past-due installments

1 to 30

31 to 60

61 to 90

91 to 180

181 to 540

Total in 2018 (B)

% (4)

Total in 2017 (B)

% (4)

days

days

days

days

days

Discounted trade receivables and loans (1)

1,867,453

1,399,666

899,889

2,745,172

3,420,357

10,332,537

83.6

11,820,224

83.0

Financing

298,909

223,277

257,410

282,883

219,194

1,281,673

10.4

1,360,323

9.6

Agricultural and agribusiness loans

26,868

30,611

14,327

43,470

89,385

204,661

1.7

252,496

1.8

Subtotal

2,193,230

1,653,554

1,171,626

3,071,525

3,728,936

11,818,871

95.7

13,433,043

94.4

Leases

2,864

2,462

1,827

3,875

3,046

14,074

0.1

50,016

0.4

Advances on foreign exchange contracts (2)

20,654

14,374

6,722

55,958

97,708

0.8

268,319

1.9

Subtotal

2,216,748

1,670,390

1,180,175

3,131,358

3,731,982

11,930,653

96.6

13,751,378

96.7

Other receivables (3)

7,923

22,264

36,383

64,863

293,189

424,622

3.4

472,962

3.3

Total in 2018

2,224,671

1,692,654

1,216,558

3,196,221

4,025,171

12,355,275

100.0

 

 

Total in 2017

1,949,516

1,858,333

1,709,936

3,564,998

5,141,557

 

 

14,224,340

100.0

 

  

On June 30 - R$ thousand

Non-performing loans

Installments not yet due

1 to 30

31 to 60

61 to 90

91 to 180

181 to 360

More than 360

Total in 2018 (C)

% (4)

Total in 2017 (C)

% (4)

days

days

days

days

days

days

Discounted trade receivables and loans (1)

670,690

520,994

485,789

1,175,550

1,921,797

4,657,453

9,432,273

61.4

11,823,792

67.6

Financing

233,271

197,604

196,093

536,807

878,026

3,486,825

5,528,626

36.0

5,227,531

29.9

Agricultural and agribusiness loans

1,973

55,496

1,625

9,477

51,702

72,106

192,379

1.3

248,690

1.4

Subtotal

905,934

774,094

683,507

1,721,834

2,851,525

8,216,384

15,153,278

98.7

17,300,013

98.9

Leases

2,676

2,492

2,358

6,566

12,217

24,759

51,068

0.3

158,674

0.9

Subtotal

908,610

776,586

685,865

1,728,400

2,863,742

8,241,143

15,204,346

99.0

17,458,687

99.8

Other receivables (3)

6,552

5,514

5,181

14,054

21,171

112,319

164,791

1.0

42,102

0.2

Total in 2018

915,162

782,100

691,046

1,742,454

2,884,913

8,353,462

15,369,137

100,0

 

 

Total in 2017

981,675

873,586

815,350

2,046,114

3,397,861

9,386,203

 

 

17,500,789

100.0

 

32                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

On June 30 - R$ thousand

Total

Total in 2018 (A+B+C)

% (4)

Total in 2017 (A+B+C)

% (4)

Discounted trade receivables and loans (1)

180,555,634

38.7

175,084,982

38.8

Financing

135,618,198

29.0

134,195,386

29.7

Agricultural and agribusiness loans

22,414,076

4.8

22,151,055

4.9

Subtotal

338,587,908

72.5

331,431,423

73.4

Leases

2,023,678

0.4

2,364,495

0.5

Advances on foreign exchange contracts (2) (Note 9a)

13,126,739

2.8

9,964,410

2.2

Subtotal

353,738,325

75.7

343,760,328

76.1

Other receivables (3)

36,822,442

7.9

31,309,938

6.9

Total loans

390,560,767

83.6

375,070,266

83.0

Acquisition of credit card receivables

3,914,145

0.8

1,639,010

0.4

Subtotal

394,474,912

84.4

376,709,276

83.4

Sureties and guarantees

71,764,947

15.3

73,743,868

16.3

Loan assignment - real estate receivables certificate

815,029

0.2

967,852

0.2

Guarantee given on rural loans assigned

76,709

88,696

Letters of credit for imports

399,853

0.1

299,127

0.1

Confirmed exports loans

82,791

42,065

Total - Off-balance-sheet accounts

73,139,329

15.6

75,141,608

16.6

Total in 2018

467,614,241

100.0

 

 

Total in 2017

 

 

451,850,884

100.0

 

(1) Including credit card loans and advances on credit card receivables of R$ 13,898,610 thousand (R$ 16,466,738 thousand in 2017);
(2) Advances on foreign exchange contracts are classified as a deduction from “Other Liabilities”;
(3) The item “Other Receivables” comprises receivables on sureties and guarantees honored, receivables on sale of assets, securities and credits receivable, income receivable from foreign exchange contracts and export contracts and credit card receivables (cash and installment purchases at merchants), in the amount of R$ 26,466,763 thousand (R$ 24,404,890 thousand in 2017); and
(4) Percentage of each type in relation to the total loan portfolio, including sureties and guarantee, loan assignment and acquisition of receivables.

 

 

Bradesco     33


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

b) By type and levels of risk

 

 

On June 30 - R$ thousand

Levels of risk

AA

A

B

C

D

E

F

G

H

Total in 2018

% (1)

Total in 2017

% (1)

Discounted trade receivables and loans

23,439,112

80,358,027

15,265,686

27,930,021

7,956,913

5,433,617

4,037,487

2,510,126

13,624,645

180,555,634

46.3

175,084,982

46.7

Financing

80,758,274

21,466,648

15,301,289

9,682,683

2,448,615

1,817,591

772,536

528,095

2,842,467

135,618,198

34.7

134,195,386

35.8

Agricultural and agribusiness loans

7,063,750

5,233,147

7,309,202

1,979,127

487,852

106,340

30,820

23,969

179,869

22,414,076

5.7

22,151,055

5.9

Subtotal

111,261,136

107,057,822

37,876,177

39,591,831

10,893,380

7,357,548

4,840,843

3,062,190

16,646,981

338,587,908

86.7

331,431,423

88.4

Leases

307,429

358,156

1,200,690

47,882

14,558

26,918

9,718

2,590

55,737

2,023,678

0.5

2,364,495

0.6

Advances on foreign exchange contracts (2)

5,386,378

2,666,797

2,401,881

2,088,041

32,236

336,905

46,588

23,648

144,265

13,126,739

3.4

9,964,410

2.7

Subtotal

116,954,943

110,082,775

41,478,748

41,727,754

10,940,174

7,721,371

4,897,149

3,088,428

16,846,983

353,738,325

90.6

343,760,328

91.7

Other receivables

8,369,070

19,566,172

3,666,941

3,921,133

228,073

138,989

66,483

41,842

823,739

36,822,442

9.4

31,309,938

8.3

Total in 2018

125,324,013

129,648,947

45,145,689

45,648,887

11,168,247

7,860,360

4,963,632

3,130,270

17,670,722

390,560,767

100.0

 

 

%

32.2

33.2

11.6

11.7

2.9

2.0

1.3

0.8

4.3

100.0

 

 

 

Total in 2017

115,124,395

123,307,634

45,766,139

43,597,254

12,315,396

7,360,308

3,814,006

3,254,797

20,530,337

 

 

375,070,266

100.0

%

30.7

32.9

12.2

11.6

3.3

2.0

1.0

0.9

5.5

 

 

100.0

 

 

(1) Percentage of each type in relation to the total loan portfolio, excluding sureties and guarantees, loan assignments, acquisition of receivables and co-obligation in rural loan assignments; and

(2) Note 9a.

 

34                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

c)     Maturity ranges and levels of risk

 

 

On June 30 - R$ thousand

Levels of risk

Non-performing loans

AA

A

B

C

D

E

F

G

H

Total in 2018

% (1)

Total in 2017

% (1)

Installments not yet due

1,227,857

3,018,977

2,014,471

1,414,047

1,230,945

1,200,471

5,262,369

15,369,137

100.0

17,500,789

100.0

1 to 30

149,423

175,656

110,046

71,439

63,218

58,794

286,586

915,162

6.0

981,675

5.6

31 to 60

112,510

193,971

87,519

56,741

53,516

42,499

235,344

782,100

5.1

873,586

5.0

61 to 90

94,047

123,394

84,833

57,016

52,855

43,228

235,673

691,046

4.5

815,350

4.7

91 to 180

176,963

291,512

232,085

166,650

140,833

112,752

621,659

1,742,454

11.3

2,046,114

11.7

181 to 360

251,648

575,644

387,359

254,026

233,161

207,306

975,769

2,884,913

18.8

3,397,861

19.4

More than 360

443,266

1,658,800

1,112,629

808,175

687,362

735,892

2,907,338

8,353,462

54.3

9,386,203

53.6

Past-due installments (2)

428,550

975,848

1,629,699

794,895

1,482,291

887,420

6,156,572

12,355,275

100.0

14,224,340

100.0

1 to 14

8,874

116,786

758,447

30,052

19,273

95,418

179,558

1,208,408

9.8

891,711

6.3

15 to 30

410,841

231,403

88,543

56,374

39,986

26,955

162,161

1,016,263

8.2

1,057,805

7.4

31 to 60

8,835

606,683

176,642

115,995

393,070

51,691

339,738

1,692,654

13.7

1,858,333

13.1

61 to 90

17,030

574,314

117,427

98,196

57,858

351,733

1,216,558

9.8

1,709,936

12.0

91 to 180

3,946

31,753

453,971

914,223

633,654

1,158,674

3,196,221

25.9

3,564,998

25.1

181 to 360

21,076

17,543

21,844

3,880,494

3,940,957

31.9

5,045,460

35.4

More than 360

84,214

84,214

0.7

96,097

0.7

Subtotal

1,656,407

3,994,825

3,644,170

2,208,942

2,713,236

2,087,891

11,418,941

27,724,412

 

31,725,129

 

Specific provision

16,564

119,844

364,417

662,683

1,356,619

1,461,524

11,418,941

15,400,592

 

18,700,395

 

 

(1) Percentage of maturities by type of installment; and
(2) For transactions with terms of more than 36 months, past-due periods are doubled, as permitted by Resolution No. 2,682/99.

 

 

Bradesco     35


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

On June 30 - R$ thousand

Levels of risk

Performing loans

AA

A

B

C

D

E

F

G

H

Total in 2018

% (1)

Total in 2017

% (1)

Installments not yet due

125,324,013

129,648,947

43,489,282

41,654,062

7,524,077

5,651,418

2,250,396

1,042,379

6,251,781

362,836,355

100.0

343,345,137

100.0

1 to 30

12,117,937

19,991,550

5,541,685

8,071,479

842,262

2,134,992

137,683

115,126

666,367

49,619,081

13.7

37,797,491

11.0

31 to 60

6,327,151

10,028,224

2,742,117

3,867,521

269,364

383,329

81,686

43,034

424,862

24,167,288

6.7

25,079,115

7.3

61 to 90

5,494,481

8,790,312

2,237,932

2,716,969

319,052

124,015

38,804

29,041

231,892

19,982,498

5.5

18,054,638

5.3

91 to 180

13,111,681

15,543,219

4,984,939

5,787,042

772,405

305,651

101,759

341,976

455,592

41,404,264

11.4

43,241,789

12.6

181 to 360

16,816,580

20,552,744

6,779,186

6,476,728

889,551

363,141

135,081

121,622

1,029,489

53,164,122

14.7

53,653,823

15.6

More than 360

71,456,183

54,742,898

21,203,423

14,734,323

4,431,443

2,340,290

1,755,383

391,580

3,443,579

174,499,102

48.0

165,518,281

48.2

Generic provision

648,245

434,893

1,249,622

752,408

1,695,426

1,125,198

729,665

6,251,781

12,887,238

 

11,837,048

 

Total in 2018

125,324,013

129,648,947

45,145,689

45,648,887

11,168,247

7,860,360

4,963,632

3,130,270

17,670,722

390,560,767

 

 

 

Existing provision

731,575

486,730

1,510,311

1,673,986

5,244,061

4,823,441

3,033,975

17,670,722

35,174,801

 

 

 

Minimum required provision

648,245

451,457

1,369,466

1,116,825

2,358,109

2,481,817

2,191,189

17,670,722

28,287,830

 

 

 

Excess provision

83,330

35,273

140,845

557,161

2,885,952

2,341,624

842,786

6,886,971

 

 

 

Total in 2017

115,124,395

123,307,634

45,766,139

43,597,254

12,315,396

7,360,308

3,814,006

3,254,797

20,530,337

 

 

375,070,266

 

Existing provision

695,855

502,747

1,483,406

1,892,416

5,452,993

3,762,098

3,131,564

20,530,337

 

 

37,451,416

 

Minimum required provision

616,532

457,662

1,307,917

1,231,540

2,208,093

1,907,003

2,278,359

20,530,337

 

 

30,537,443

 

Excess provision

79,323

45,085

175,489

660,876

3,244,900

1,855,095

853,205

 

 

6,913,973

 

 

(1) Percentage of maturities by type of installment.

 

 

 

36                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

d)    Concentration of loans

 

 

On June 30 - R$ thousand

2018

% (1)

2017

% (1)

Largest borrower

9,087,540

2.3

8,081,522

2.2

10 largest borrowers

33,697,877

8.6

30,854,198

8.2

20 largest borrowers

51,765,908

13.3

47,158,666

12.6

50 largest borrowers

73,806,142

18.9

69,048,720

18.4

100 largest borrowers

91,523,131

23.4

86,436,740

23.0

 

(1)  Percentage on total portfolio (as defined by Bacen).

 

e)     By economic sector

 

 

On June 30 - R$ thousand

2018

%

2017

%

Public sector

9,325,261

2.4

8,081,522

2.2

Oil, derivatives and aggregate activities

9,087,540

2.3

8,081,522

2.2

Production and distribution of electricity

2,294

-

Services

235,427

0.1

 -

Private sector

381,235,506

97.6

366,988,744

97.8

Companies

199,719,262

51.1

196,663,815

52.4

Real estate and construction activities

28,087,651

7.2

29,665,326

7.9

Retail

26,948,921

6.9

21,528,041

5.7

Services

19,297,626

4.9

17,825,244

4.8

Transportation and concession

15,962,294

4.1

14,735,277

3.9

Automotive

12,016,051

3.1

12,865,841

3.4

Food products

12,394,433

3.2

10,469,874

2.8

Wholesale

9,916,910

2.5

9,726,602

2.6

Production and distribution of electricity

6,004,914

1.5

7,865,649

2.1

Iron and steel industry

7,639,265

2.0

7,566,006

2.0

Sugar and alcohol

7,564,020

1.9

7,004,304

1.9

Holding

3,835,191

1.0

5,835,271

1.6

Capital goods

2,740,303

0.7

4,493,802

1.2

Pulp and paper

3,046,627

0.8

3,881,806

1.0

Chemical

3,823,138

1.0

3,683,140

1.0

Cooperative

3,831,002

1.0

3,911,770

1.0

Financial

2,364,089

0.6

3,396,929

0.9

Leisure and tourism

2,824,784

0.7

2,812,210

0.7

Textiles

1,961,281

0.5

2,374,860

0.6

Agriculture

1,994,657

0.5

2,498,668

0.7

Oil, derivatives and aggregate activities

1,820,208

0.5

2,348,986

0.6

Other industries

25,645,897

6.6

22,174,209

5.9

Individuals

181,516,244

46.5

170,324,929

45.4

Total

390,560,767

100.0

375,070,266

100.0

 

Bradesco     37


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

f)   Breakdown of loans and allowance for loan losses

 

Level of risk

On June 30 - R$ thousand

Portfolio balance

Non-performing loans

Performing loans

Total

% (1)

% 2018 YTD (2)

% 2017 YTD (2)

Installments past due

Installments not yet due

Total - non-performing loans

AA

125,324,013

125,324,013

32.0

32.0

30.6

A

129,648,947

129,648,947

33.2

65.2

63.5

B

428,550

1,227,857

1,656,407

43,489,282

45,145,689

11.6

76.8

75.7

C

975,848

3,018,977

3,994,825

41,654,062

45,648,887

11.7

88.5

87.3

Subtotal

1,404,398

4,246,834

5,651,232

340,116,304

345,767,536

88.5

 

 

D

1,629,699

2,014,471

3,644,170

7,524,077

11,168,247

2.9

91.4

90.6

E

794,895

1,414,047

2,208,942

5,651,418

7,860,360

2.0

93.4

92.6

F

1,482,291

1,230,945

2,713,236

2,250,396

4,963,632

1.3

94.7

93.6

G

887,420

1,200,471

2,087,891

1,042,379

3,130,270

0.8

95.5

94.5

H

6,156,572

5,262,369

11,418,941

6,251,781

17,670,722

4.5

100.0

100.0

Subtotal

10,950,877

11,122,303

22,073,180

22,720,051

44,793,231

11.5

 

 

Total in 2018

12,355,275

15,369,137

27,724,412

362,836,355

390,560,767

100.0

 

 

%

3.2

3.9

7.1

92.9

100.0

 

 

 

Total in 2017

14,224,340

17,500,789

31,725,129

343,345,137

375,070,266

 

 

 

%

3.8

4.7

8.5

91.5

100.0

 

 

 

 

(1) Percentage of level of risk in relation to the total portfolio; and
(2) Cumulative percentage of level of risk on total portfolio.

 

 

38                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

Level of risk

On June 30 - R$ thousand

Provision

% Minimum provisioning required

Minimum required

Excess

Existing

% 2018 YTD (1)

% 2017 YTD (1)

Specific

Generic

Total

Installments past due

Installments not yet due

Total specific

AA

-

A

0.5

648,245

648,245

83,330

731,575

0.6

0.5

B

1.0

4,285

12,279

16,564

434,893

451,457

35,273

486,730

1.1

1.1

C

3.0

29,275

90,569

119,844

1,249,622

1,369,466

140,845

1,510,311

3.3

3.4

Subtotal

 

33,560

102,848

136,408

2,332,760

2,469,168

259,448

2,728,616

0.8

0.8

D

10.0

162,970

201,447

364,417

752,408

1,116,825

557,161

1,673,986

15.0

15.4

E

30.0

238,469

424,214

662,683

1,695,426

2,358,109

2,885,952

5,244,061

66.7

74.1

F

50.0

741,146

615,473

1,356,619

1,125,198

2,481,817

2,341,624

4,823,441

97.2

98.6

G

70.0

621,194

840,330

1,461,524

729,665

2,191,189

842,786

3,033,975

96.9

96.2

H

100.0

6,156,572

5,262,369

11,418,941

6,251,781

17,670,722

17,670,722

100.0

100.0

Subtotal

 

7,920,351

7,343,833

15,264,184

10,554,478

25,818,662

6,627,523

32,446,185

72.4

73.5

Total in 2018

 

7,953,911

7,446,681

15,400,592

12,887,238

28,287,830

6,886,971

35,174,801

9.0

 

%

 

22.6

21.2

43.8

36.6

80.4

19.6

100.0

 

 

Total in 2017

 

9,822,640

8,877,755

18,700,395

11,837,048

30,537,443

6,913,973

37,451,416

 

10.0

%

 

26.2

23.7

49.9

31.6

81.5

18.5

100.0

 

 

 

(1) Percentage of existing provision in relation to total portfolio, by level of risk.

 

 

Bradesco     39


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

g)    Changes in allowance for loan losses

 

 

R$ thousand

2018

2017

- Specific provision (1)

16,827,365

22,468,102

- Generic provision (2)

12,695,067

10,754,621

- Excess provision (3) (4)

6,895,477

7,490,351

- Loans

6,895,477

4,429,361

- Guarantees provided (4)

3,060,990

Opening balance on December 31

36,417,909

40,713,074

Accounting for allowance for loan losses (Note 8h-1) (5)

8,943,405

14,790,156

Accounting for/reversal of provisions for guarantees provided (4)

(3,060,990)

Net write-offs/other

(10,186,513)

(14,990,824)

Closing balance on June 30

35,174,801

37,451,416

- Specific provision (1)

15,400,592

18,700,395

- Generic provision (2)

12,887,238

11,837,048

- Excess provision (3)

6,886,971

6,913,973

 

(1) For contracts with installments past due for more than 14 days;
(2) Recognized based on the customer/transaction classification and therefore not included in the preceding item;
(3) The excess provision is recognized based on Management’s experience and the expectation in relation to the loan portfolio, to determine the total provision deemed sufficient to cover specific and general credit risk, when considered together with the provision calculated based on levels of risk and the corresponding minimum percentage in the provision established by Resolution No. 2,682/99. The excess provision per customer was classified according to the level of risk (Note 8f);
(4) Until December, 31, 2016, included the constitution of provision for guarantees provided, encompassing sureties, guarantees, credit letters, and standby letter of credit, which comprises the concept of “excess” provision that totaled R$ 3,060,990 thousand. In accordance with Resolution No. 4,512/16, in the first quarter of 2017, part of this balance (R$ 604,623 thousand) was allocated to a specific account under "Other Liabilities - Sundry" (Note 18b), and the remaining balance (R$ 2,456,367 thousand) was allocated to “Excess Provision”; and

(5) Includes, in the first semester of 2017, the formation of allowance for loan losses, in the amount of R$ 2,456,367 thousand, as a result of the adequacy of the provision for guarantees provided, already mentioned in the previous item.

 

h)      Allowance for Loan Losses expense net of amounts recovered

 

Expenses with the allowance for loan losses, net of credit write-offs recovered, are as follows.

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Amount recognized (1)

8,943,405

12,333,789

Amount recovered (2) (3)

(3,082,034)

(3,611,047)

Allowance for Loan Losses expense net of amounts recovered

5,861,371

8,722,742

 

(1) In the first semester of 2017, it refers to the formation of allowance for loan losses, in the amount of R$ 14,790,156 thousand, excluding the portion related to the adequacy of the provision for guarantees provided, in the amount of R$ 2,456,367 thousand (Note 8g);

(2) Classified in income from loans (Note 8j); and
(3) In the first semester of 2018, credit was granted for operations already written-off for losses, without the retention of risks and benefits, in the amount of R$ 8,849,035 thousand (R$ 3,324,546 thousand in 2017), whose sale value was R$ 155,490 thousand (R$ 35,393 thousand in 2017).

 

i)       Changes in the renegotiated portfolio

 

 

On June 30 - R$ thousand

2018

2017

Opening balance on December 31

17,191,084

17,501,423

Amount renegotiated

7,365,907

8,967,012

Amount received

(4,391,967)

(5,246,690)

Write-offs

(2,980,475)

(3,025,781)

Closing balance on June 30

17,184,549

18,195,964

Allowance for loan losses

13,334,580

13,710,615

Percentage on renegotiated portfolio

77.6%

75.3%

 

40                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

j)      Income from loans and leasing

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Discounted trade receivables and loans

22,260,209

24,660,019

Financing

7,732,345

8,541,308

Agricultural and agribusiness loans

944,575

837,771

Subtotal

30,937,129

34,039,098

Recovery of credits charged-off as losses

3,082,034

3,611,047

Subtotal

34,019,163

37,650,145

Leases, net of expenses

109,970

144,686

Total

34,129,133

37,794,831

 

k)     Conciliation of the composition of the portfolio of financial leasing, at present value, with the accounting balances (Notes 3g and 8b):

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Financial Leases Receivables

1,876,403

2,247,127

Unearned income from leases

(1,846,516)

(2,205,121)

Financial leased assets, plus lease losses (net)

5,534,158

6,739,863

Accrued depreciation on asset finance leasing:

(1,968,168)

(2,655,318)

- Accumulated depreciation

(2,937,992)

(3,967,732)

Difference in depreciation

969,824

1,312,414

Prepaid guaranteed residual value (Note 18b)

(1,572,199)

(1,762,056)

Total present value

2,023,678

2,364,495

 

9)      OTHER RECEIVABLES

 

a)      Foreign exchange portfolio

 

Balances

 

 

On June 30 - R$ thousand

 

2018

2017

Assets – other receivables

 

 

Exchange purchases pending settlement

23,199,914

13,857,981

Foreign exchange and forward documents in foreign currencies

13,581

17,894

Exchange sale receivables

7,896,854

3,568,514

(-) Advances in domestic currency received

(380,749)

(202,110)

Income receivable on advances granted

213,019

159,827

Total

30,942,619

17,402,106

Liabilities – other liabilities

 

 

Exchange sales pending settlement

8,400,162

3,591,982

Exchange purchase payables

20,874,410

13,475,321

(-) Advances on foreign exchange contracts

(13,126,739)

(9,964,410)

Other

3,321

2,642

Total

16,151,154

7,105,535

Net foreign exchange portfolio

14,791,465

10,296,571

Off-balance-sheet accounts:

 

 

-  Loans available for import

399,853

299,127

-  Confirmed exports loans

82,791

42,065

 

Bradesco     41


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

Foreign exchange results

 

Adjusted foreign exchange results for presentation purposes

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Foreign exchange income

529,278

1,197,531

Adjustments:

 

 

- Income on foreign currency financing (1)

117,450

87,591

- Income on export financing (1)

795,112

1,141,892

- Expenses of liabilities with foreign bankers (2) (Note 15c)

(339,639)

(670,637)

- Funding expenses (3)

(437,210)

(898,476)

- Other (4)

384,187

9,119

Total adjustments

519,900

(330,511)

Adjusted foreign exchange income

1,049,178

867,020

 

(1) Recognized in “Income from loans”;
(2) Related to funds for financing of advances on foreign exchange contracts and import financing, recognized in “Borrowing and on-lending expenses”;
(3) Refers to funding expenses of investments in foreign exchange; and
(4) Primarily includes the exchange rate variations of resources invested in foreign currency.

 

b)   Sundry

 

 

On June 30 - R$ thousand

2018

2017

Deferred tax assets (Note 31c)

54,250,173

50,600,905

Credit card operations

26,466,763

26,043,900

Debtors for escrow deposits

16,473,256

15,314,414

Trade and credit receivables

10,104,995

6,908,796

Prepaid taxes

10,791,330

5,977,989

Other debtors

3,724,682

3,811,583

Payments to be reimbursed

1,168,463

725,772

Receivables from sale of assets

207,213

145,409

Other

615,789

770,987

Total

123,802,664

110,299,755

 

10)    OTHER ASSETS

 

a)     Foreclosed assets/other

 

 

On June 30 - R$ thousand

Cost

Provision for losses

Cost net of provision

2018

2017

Real estate

1,535,729

(330,201)

1,205,528

1,274,928

Goods subject to special conditions

724,579

(724,579)

Vehicles and similar

501,882

(314,699)

187,183

217,126

Inventories/warehouse

13,367

13,367

21,324

Machinery and equipment

9,479

(8,508)

971

1,320

Other

23,131

(21,917)

1,214

2,951

Total in 2018

2,808,167

(1,399,904)

1,408,263

 

Total in 2017

2,825,909

(1,308,260)

 

1,517,649

 

b)    Prepaid expenses

 

 

On June 30 - R$ thousand

2018

2017

Anticipation for acquisition of right to provide financial services

70,255

349,836

Commission on the placement of loans and financing (1)

457,486

477,827

Advertising and marketing expenses (2)

146,674

57,349

Other (3)

1,068,622

1,128,267

Total

1,743,037

2,013,279

(1) Commissions paid to storeowners, car dealers and correspondent banks – payroll-deductible loans;
(2) Prepaid expenses of future advertising and marketing campaigns on media; and
(3) It includes, principally, (i) anticipation of commissions concerning the operational agreement to offer credit cards and other products and (ii) card issue costs.

 

42                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

11)    INVESTMENTS

 

The income/expense from the equity method accounting of investments was recognized in the statement of income, under “Equity in the Earnings (Losses) of Affiliates and Subsidiaries”, and are demonstrated below:

 

Companies (1)

In the six month period ended June 30 - R$ thousand

Capital

Shareholders’ equity adjusted

Number of shares/quotas held (in thousands)

Equity interest in capital

Adjusted income

Book value

Equity accounting adjustments (4)

Ordinary (ON)

Preferential
(PN)

Quotas

2018

2018

2017

Bradseg Participações S.A.

14,283,442

31,960,103

8

97.16%

2,931,792

31,052,436

2,848,529

2,356,693

Quixaba Empreendimentos e Participações Ltda.

10,450,772

13,762,203

10,450,772

100.00%

775,747

13,762,203

775,747

495,757

Kirton Seguros S.A. (2)

-

62,654

122,637

Bradesco Seguros S.A. (2)

8,977,951

16,209,187

48,891

6.31%

597,992

1,023,333

37,753

Tibre Holdings Ltda.

350,000

615,510

350,000

100.00%

13,604

615,510

13,604

23,862

Bradescard Elo Participações S.A.

790,000

1,502,362

4,167,605

100.00%

152,638

1,502,362

152,638

112,073

Embaúba Holdings Ltda.

326,000

483,818

285,905

87.70%

9,641

424,308

8,455

96,548

BF Promotora de Vendas Ltda.

2,426,220

2,254,810

2,426,220

100.00%

13,944

2,254,810

13,944

2,793

Haitong Banco de Investimento do Brasil S.A.

420,000

514,790

12,734

12,734

20.00%

(6,985)

102,958

(1,397)

(10,544)

Credival - Participações Administração e Assessoria Ltda.

1,021,027

1,148,576

102,102,670

100.00%

33,110

1,148,576

33,110

41,470

Bankpar Brasil Ltda.

290,000

624,548

290,000

100.00%

27,556

624,548

27,556

35,912

Other (3)

 

 

 

 

 

 

 

2,474,623

93,315

198,131

Earnings of Associates and Subsidiaries

 

 

 

 

 

 

 

54,985,667

4,065,908

3,475,332

 

(1) Date related to June 30, 2018;

(2) Company incorporated in June 2018 by Bradesco Seguros S.A.;

(3) Basically, earnings of affiliates and subsidiaries overseas and investments in the following companies: Ganant Corretora de Seguros Ltda., Miramar Holdings S.A., Tapajós Holding Ltda. and Imagra Imobiliária e Agrícola Ltda; and

(4) The adjustment considers income calculated periodically by the companies and includes equity variations recognized by the investees not recognized in profit or loss, as well as alignment of accounting practice adjustments, where applicable.

                                                                                                                            

Bradesco     43


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

12)    PREMISES AND EQUIPMENT AND LEASED ASSETS

 

 

On June 30 - R$ thousand

Annual rate

Cost

Depreciation

Cost net of depreciation

2018

2017

Property and equipment:

 

 

 

 

 

- Buildings

4%

90,422

(36,634)

53,788

269,839

- Land

-

95,587

95,587

380,594

Facilities, furniture and premises and equipment

10%

4,758,101

(2,660,205)

2,097,896

2,214,278

Security and communication systems

10%

316,247

(191,494)

124,753

119,430

Data processing systems

20 to 40%

4,232,697

(2,706,869)

1,525,828

1,362,955

Transportation systems

10 to 20%

84,293

(51,757)

32,536

41,890

Fixed Assets in course

                      -  

286

286

Subtotal

 

9,577,633

(5,646,959)

3,930,674

4,388,986

Leases premises and equipment

 

5,796,010

(2,230,020)

3,565,990

4,084,545

Total in 2018

 

15,373,643

(7,876,979)

7,496,664

 

Total in 2017

 

16,443,349

(7,969,818)

 

8,473,531

 

The immobilization index in relation to the reference equity "prudential conglomerate" was 44.9%, with a maximum limit of 50.0%.

 

13)    INTANGIBLE ASSETS

 

a)   Intangible assets

 

Acquired intangible assets consist of:

 

 

On June 30 - R$ thousand

Rate of Amortization (1)

Cost

Amortization

Cost net of amortization

2018

2017

Acquisition of financial services rights

Contract

5,690,491

(1,997,272)

3,693,219

1,759,488

Software (2)

20%

8,675,121

(6,267,773)

2,407,348

2,682,166

Goodwill (3)

 Up to 20%

11,906,621

(5,294,710)

6,611,911

9,371,742

Other

 Contract

22,959

(18,905)

4,054

Total in 2018

 

26,295,192

(13,578,660)

12,716,532

 

Total in 2017

 

24,000,817

(10,187,421)

 

13,813,396

 

(1) Intangible assets are amortized over an estimated period of economic benefit and recognized in “other administrative expenses” and “other operating expenses”, where applicable;
(2) Software acquired and/or developed by specialized companies; and
(3) On June 30, 2018, primarily composed of goodwill on the acquisition of equity interest in Bradescard - R$ 574,764 thousand, Bradescard Mexico - R$ 16,163 thousand, Bradesco BBI S.A. - R$ 108,789 thousand; and Kirton Bank - R$ 5,077,113 thousand, considering the portion of goodwill allocated to entities not consolidated in the prudential conglomerate, the total goodwill of Kirton Bank is R$ 5,321,860 thousand.

 

b)   Changes in intangible assets by type

 

 

On June 30 - R$ thousand

Opening balance

Additions / (reductions)

Amortization for the period

Closing balance

Acquisition of financial services rights

2,338,353

1,887,089

(532,223)

3,693,219

Software

2,508,995

349,223

(450,870)

2,407,348

Goodwill – Future profitability

4,524,741

4,191

(461,080)

4,067,852

Goodwill – Based on intangible assets and other reasons

2,548,412

(466,777)

2,081,635

Goodwill – Difference in fair value of assets/liabilities

885,627

(94,338)

(328,865)

462,424

Other

6,521

406

(2,873)

4,054

Total in 2018

12,812,649

2,146,571

(2,242,688)

12,716,532

Total in 2017

15,156,852

787,156

(2,130,612)

13,813,396

 

44                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

14)    DEPOSITS, SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND FUNDS FROM ISSUANCE OF SECURITIES

 

a)   Deposits

 

 

On June 30 - R$ thousand

1 to 30 days

31 to 180 days

181 to 360 days

More than 360 days

2018

2017

● Demand deposits (1)

31,410,935

31,410,935

30,886,127

● Savings deposits (1)

103,076,706

103,076,706

95,736,763

● Interbank deposits

1,202,201

397,396

18,593

27,711

1,645,901

530,373

● Time deposits (2)

12,405,732

14,217,185

13,498,006

124,354,184

164,475,107

134,533,312

Total in 2018

148,095,574

14,614,581

13,516,599

124,381,895

300,608,649

 

%

49.2

4.9

4.5

41.4

100.0

 

Total in 2017

135,191,306

13,178,770

9,462,826

103,853,673

 

261,686,575

%

51.7

5.0

3.6

39.7

 

100.0

 

(1) Classified as 1 to 30 days, not considering average historical turnover; and
(2) Considers the actual maturities of the investments.

 

b)   Securities sold under agreements to repurchase

 

 

On June 30 - R$ thousand

1 to 30 days

31 to 180 days

181 to 360 days

More than 360 days

2018

2017

Own portfolio

121,124,087

10,328,891

3,768,231

2,334,442

137,555,651

100,892,111

● Government securities

110,431,922

227,315

31,247

110,690,484

48,955,233

● Debentures of own issuance

3,246,250

8,453,508

3,736,984

1,379,020

16,815,762

45,712,666

● Foreign

7,445,915

1,648,068

955,422

10,049,405

6,224,212

Third-party portfolio (1)

77,312,382

418,165

77,730,547

144,238,406

Unrestricted portfolio (1)

6,915,006

11,512

6,926,518

11,340,026

Total in 2018

205,351,475

10,758,568

3,768,231

2,334,442

222,212,716

 

%

92.4

4.8

1.7

1.1

100.0

 

Total in 2017

210,551,363

20,049,232

12,085,461

13,784,487

 

256,470,543

%

82.1

7.8

4.7

5.4

 

100.0

 

(1)  Represented by government securities.

Bradesco     45


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

c)   Funds from issuance of securities

 

 

On June 30 - R$ thousand

1 to 30 days

31 to 180 days

181 to 360 days

More than 360 days

2018

2017

Securities – Brazil:

 

 

 

 

 

 

- Financial bills

3,308,679

30,033,155

12,853,233

79,088,539

125,283,606

107,005,786

- Letters of credit for real estate

2,472,432

7,794,479

9,370,956

6,218,962

25,856,829

25,885,306

- Letters of credit for agribusiness

2,149,968

5,379,240

3,046,861

1,835,458

12,411,527

7,338,033

Subtotal

7,931,079

43,206,874

25,271,050

87,142,959

163,551,962

140,229,125

Securities – Overseas:

 

 

 

 

 

 

- Securitization of future flow of money orders received from overseas

12,263

585,714

470,040

1,197,297

2,265,314

2,718,792

- MTN Program Issues (1)

2,290

39,932

1,114,664

1,156,886

286,587

Subtotal

14,553

625,646

470,040

2,311,961

3,422,200

3,005,379

Structured Operations Certificates

6,196

75,858

313,784

136,564

532,402

399,739

Total in 2018

7,951,828

43,908,378

26,054,874

89,591,484

167,506,564

 

 %

4.7

26.2

15.6

53.5

100.0

 

Total in 2017

7,538,842

34,132,101

30,806,616

71,156,684

 

143,634,243

 %

5.2

23.8

21.4

49.6

 

100.0

 

(1)  Issuance of securities on the international market to invest in foreign exchange transactions, pre-export financing, import financing and working capital financing, predominately in the medium and long-term.

46                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

d)   Movement of funds from issuance of securities

 

 

R$ thousand

 

2018

2017

Opening balance on December 31

147,364,555

162,213,586

Issuance

52,997,057

29,876,733

Interest

5,330,138

8,352,376

Settlement and interest payments

(38,698,331)

(56,896,493)

Exchange variation

513,145

88,041

Closing balance on June 30

167,506,564

143,634,243

 

e)   Cost for market funding and inflation

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Savings deposits

2,300,039

3,053,831

Time deposits

2,559,933

4,442,221

Securities sold under agreements to repurchase

8,182,498

13,261,217

Funds from issuance of securities

5,330,138

8,352,376

Subordinated debts (Note 17)

1,737,414

2,877,207

Other funding expenses

365,976

283,817

Total

20,475,998

32,270,669

 

15)    BORROWING AND ON-LENDING

 

a)  Borrowing

 

 

On June 30 - R$ thousand

1 to 30

days

31 to 180

days

181 to 360

days

More than 360

days

2018

2017

Overseas

4,328,915

9,131,226

11,236,271

655,832

25,352,244

23,428,759

Total in 2018

4,328,915

9,131,226

11,236,271

655,832

25,352,244

 

%

17.1

36.0

44.3

2.6

100.0

 

Total in 2017

4,598,372

11,453,977

5,456,273

1,920,137

 

23,428,759

%

19.6

48.9

23.3

8.2

 

100.0

 

b)  On-lending

 

 

On June 30 - R$ thousand

1 to 30

days

31 to 180

days

181 to 360

days

More than 360

days

2018

2017

In Brazil

944,581

3,569,356

3,375,295

18,144,786

26,034,018

33,113,627

- FINAME

517,172

2,441,059

2,310,822

9,888,333

15,157,386

18,624,785

- BNDES

427,216

1,128,297

1,024,916

8,256,453

10,836,882

14,423,109

- National Treasury

38,238

38,238

64,143

- Other institutions

193

1,319

1,512

1,590

Total in 2018

944,581

3,569,356

3,375,295

18,144,786

26,034,018

 

%

3.6

13.7

13.0

69.7

100.0

 

Total in 2017

1,324,226

4,490,188

5,410,342

21,888,871

 

33,113,627

%

4.0

13.6

16.3

66.1

 

100.0

 

 

 

 

 

 

 

 

Bradesco     47


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

c)     Borrowing and on-lending expenses

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Borrowing:

 

 

- In Brazil

172

354,516

- Overseas

8,336,399

861,778

Subtotal borrowing

8,336,571

1,216,294

On-lending in Brazil:

 

 

- BNDES

444,164

594,927

- FINAME

391,407

352,380

- National Treasury

1,714

3,146

- Other institutions

2

24

On-lending overseas:

 

 

- Payables to foreign bankers (Note 9a)

339,639

670,637

Subtotal on-lending

1,176,926

1,621,114

Total

9,513,497

2,837,408

 

 

16)  PROVISIONS, CONTINGENT ASSETS AND LIABILITIES AND LEGAL OBLIGATIONS – TAX AND SOCIAL SECURITY

 

a)   Contingent assets

 

Contingent assets are not recognized in the financial statements. However, there are ongoing proceedings where the chance of success is considered probable, but the amounts are not material, such as: a) Social Integration Program (PIS), Bradesco has made a claim to offset PIS against Gross Operating Income, paid under Decree-Laws No. 2,445/88 and No. 2,449/88, regarding the payment that exceeded the amount due under Supplementary Law No. 07/70 (PIS Repique); and b) other taxes, the legality and/or constitutionality of which is being challenged, where the decision may lead to reimbursement of amounts paid.

 

b)   Provisions classified as probable losses and legal obligations – tax and social security

 

The Organization is a party to a number of labor, civil and tax lawsuits, arising from the normal course of business.

 

Management recognized provisions where, based on their opinion and that of their legal counsel, the nature of the lawsuit, similarity to previous lawsuits, complexity and the courts standing, the loss is deemed probable.

 

Management considers that the provision is sufficient to cover the future losses generated by the respective lawsuits.

 

Provisions related to legal obligations are maintained until the conclusion of the lawsuit, represented by judicial decisions with no further appeals or due to the statute of limitation.

 

I -      Labor claims

 

These are claims brought by former employees and outsourced employees seeking indemnifications, most significantly for unpaid “overtime”, pursuant to Article 224 of the Consolidation of Labor Laws (CLT). In proceedings in which a judicial deposit is used to guarantee the execution of the judgment, the labor provision is made considering the estimated loss of these deposits. For proceedings with similar characteristics and for which there has been no official court decision, the provision is recognized based on the average calculated value of payments made for labor complaints settled in the past 12 months; and for proceedings originating from acquired banks, with unique characteristics, the calculation and assessment of the required balance is conducted periodically, based on the updated recent loss history.

48                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

Overtime is monitored by using electronic time cards and paid regularly during the employment contract and, accordingly, the claims filed by former employees do not represent significant amounts.

 

II -     Civil claims

 

These are claims for pain and suffering and property damages, mainly relating to protests, returned checks, the inclusion of information about debtors in the credit restriction registry and the replacement of inflation adjustments excluded as a result of government economic plans. These lawsuits are individually controlled using a computer-based system and provisioned whenever the loss is deemed as probable, considering the opinion of Management and their legal counsel, the nature of the lawsuits, similarity with previous lawsuits, complexity and positioning of the courts.

 

Most of these lawsuits are brought to the Special Civil Court (JEC), in which the claims are limited to 40 times the minimum wage and do not have a significant impact on the Organization’s financial position.

 

There are a significant number of legal claims pleading alleged differences in adjustment for inflation on savings account balances due to the implementation of economic plans that were part of the federal government’s economic policy to reduce inflation in the ‘80s and ‘90s.

 

Although Bradesco complied with the law and regulation in force at the time, these lawsuits have been recognized in provisions, taking into consideration the claims where Bradesco is the defendant and the perspective of loss, which is considered after the analysis of each demand, based on the current decision of the Superior Court of Justice (STJ).

 

In December 2017, with the mediation of the Attorney’s General Office (AGU), the entities representing the bank and the savings accounts, entered into an agreement related to litigation of economic plans, with the purpose of closing these claims, in which conditions and schedule were established for savings accounts holders to accede to the agreement. This agreement was approved by the Federal Supreme Court (STF) on March 1, 2018. The period of adhesion for interested parties is for 02 (two) years from this date. As this is a voluntary agreement, Bradesco is unable to predict how many savings account holders will choose to accept the settlement offer. It is important to note that Bradesco understands that the provisioning was made to cover the eligible proceedings to the related agreement. The proceedings that are not in the context of the agreement are evaluated individually based on the procedural stage they are in.

 

Note that, regarding disputes relating to economic plans, the Federal Supreme Court (STF) suspended the prosecution of all lawsuits at the cognizance stage, until the Court issues a final decision on the right under litigation.

 

III -   Legal obligations – provision for tax risks

 

The Organization is disputing the legality and constitutionality of certain taxes and contributions in court, for which provisions have been recognized in full, although there is a good chance of a favorable outcome, based on the opinion of Management and their legal counsel. The processing of these legal obligations and the provisions for cases for which the risk of loss is deemed as probable is regularly monitored in the legal court. During or after the conclusion of each case, a favorable outcome may arise for the Organization, resulting in the reversal of the related provisions.

 

The main cases are:

 

-        PIS and COFINS – R$ 2,511,403 thousand (R$ 2,393,577 thousand in 2017): a request for authorization to calculate and pay PIS and COFINS based on effective billing, as set forth in Article 2 of Supplementary Law No. 70/91, removing from the calculation base the unconstitutional inclusion of other revenues other than those billed;

 

Bradesco     49


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

-        IRPJ/CSLL on losses of credits – R$ 1,642,162 thousand (R$ 1,818,351 thousand in 2017): we are requesting to deduct from income tax and social contributions payable (IRPJ and CSLL, respectively) amounts of actual and definite loan losses related to unconditional discounts granted during collections, regardless of compliance with the terms and conditions provided for in Articles 9 to 14 of Law No. 9,430/96 that only apply to temporary losses;

 

-        Pension Contributions – R$ 1,388,836 thousand (R$ 1,334,221 thousand in 2017): official notifications related to the pension contributions on financial contributions in private pension plans, considered by the authorities to be compensatory sums subject to the incidence of pension contributions and to an isolated fine for not withholding IRRF on the financial contributions;

 

-        INSS – Contribution to SAT – R$ 409,269 thousand (R$ 389,895 thousand in 2017): in an ordinary lawsuit filed by the Brazilian Federation of Banks – Febraban, since April 2007, on behalf of its members, is questioned the classification of banks at the highest level of risk, with respect to Work Accident Risk – RAT, which eventually raised the rate of the respective contribution from 1% to 3%, in accordance with Decree No. 6,042/07; and

 

In general, the provisions relating to lawsuits are classified as non-current, due to the unpredictability of the duration of the proceedings in the Brazilian justice system. For this reason, the estimate has not been disclosed with relation to the specific year in which these lawsuits will be finalized.

 

IV - Provisions by nature

 

 

On June 30 - R$ thousand

2018

2017

Labor claims

5,681,405

5,110,756

Civil claims

4,405,913

4,261,771

Provision for tax risks

6,506,132

6,669,058

Total (Note 18b)

16,593,450

16,041,585

 

V - Changes in provisions

 

 

R$ thousand

2018

Labor

Civil

Tax (1)

Balance on December 31,  2017

5,247,198

4,384,585

6,403,193

Adjustment for inflation

327,087

214,216

112,052

Provisions, net of (reversals and write-offs)

709,847

418,516

2,253

Payments

(602,727)

(611,404)

(11,366)

Balance on June 30, 2018

5,681,405

4,405,913

6,506,132

 

(1) Mainly include legal obligations.

 

c)   Contingent liabilities classified as possible losses

 

The Organization maintains a system to monitor all administrative and judicial proceedings in which the institution is plaintiff or defendant and, based on the opinion of legal counsel, classifies the lawsuits according to the expectation of loss. Case law trends are periodically analyzed and, if necessary, the related risk is reclassified. In this respect, contingent lawsuits deemed to have a possible risk of loss are not recognized as a liability in the financial statements. The main proceedings in this category are the following: a) Fines and disallowances of Cofins loan compensations, released after a favorable decision in a judicial proceeding, where the unconstitutionality of the expansion of the intended calculation base was discussed for revenues other than those from billing (Law No. 9,718/98), in the amount of R$ 4,986,645 thousand (R$ 4,788,245 thousand in 2017); b) 2006 to 2013 income tax and social contribution, relating to goodwill amortization being disallowed on the acquisition of investments, for the amount of R$ 2,465,258 thousand (R$ 2,263,348 thousand in 2017); c) Leasing companies’ Tax on Services of any Nature (ISSQN), total lawsuits correspond to R$ 2,441,982 thousand (R$ 2,495,215 thousand in 2017) which relates to the municipal tax demands from municipalities other than those in which the company is located and where, under law, tax is collected; d) IRPJ and CSLL deficiency note relating to disallowance of exclusions of revenues from the mark-to-market of securities from 2007 to 2013, differences in depreciation expenses, insufficient depreciation expenses, expenses with depreciation of leased assets, operating expenses and income and disallowance of tax loss compensation, in the amount of R$ 1,963,924 thousand (R$ 1,650,518 thousand in 2017); e) IRPJ and CSLL tax assessments for the years 2012 and 2013, due to the disallowance of operating expenses (CDI), related to resources that were capitalized between the companies of the Organization, whose assessed amount is R$ 1,649,533 thousand; f) Notifications and disallowances of compensations of PIS and Cofins related to the unconstitutional extension of the basis of calculation intended for other income other than the billing (Law No 9,718/98), from acquired companies, amounting to R$ 1,416,045 thousand (R$ 1,358,577 thousand in 2017); and g) IRPJ and CSLL deficiency notice relating to the disallowance of loan loss deductions, for the amount of R$ 575,842 thousand (R$ 711,345 thousand in 2017).

50                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

 

d)  Other matters

 

On May 31, 2016, criminal proceedings were opened against three members of Bradesco’s Board of Executive Officers was carried out by the Brazilian Federal Police under the so-called “Operation Zelotes.”, which investigates the alleged improper performance of members of CARF - Administrative Council of Tax Appeals. On July 28, 2016, the Public Prosecutor's Office filed charges against three members of the Board of Executive Officers, at that time, and a former member of its Board of Directors that was received by the Judge of the 10th Federal Court of the Federal District Judiciary Section. Currently, only two of the members of Bradesco's Board of Directors remain in the process. They presented their responses in the criminal case, pointing out the facts and evidence demonstrating their innocence. The investigation phase of the process was already completed. The Public Prosecutor's Office and the accused have already submitted the final allegations, so that the case is ready for the judgment of the first degree court.

 

The Company's management conducted a careful internal evaluation of records and documents related to the matter and found no evidence of any illegal conduct practiced by its representatives. Bradesco provided all the information to the competent regulatory bodies, in Brazil and abroad.

 

On account of the news of Operation Zealots, a class action was filed in the District Court of New York, on June 3, 2016, based on Section 10 (b) and 20 (a) of the Securities Exchange Act of 1934. On October 21, 2016, the plaintiff leader appointed by the court presented the addendum of the (Action Complaint) pointing us as defendants, Bradesco and three members of its Board of Executive Officers, at that time. The demand is based on the allegation that investors who purchased preferred American Depositary Shares (“ADS”) of Bradesco between April 30, 2012 and July 27, 2016 suffered losses caused by alleged violation regarding the American laws of capital markets. On September 29, 2017, the Court limited the proposed class to investors who purchased ADS Bradesco between August 8, 2014 and July 27, 2016. Demand has passed to the discovery phase, so the limitation of the aforementioned class would be maintained. Considering the stage that the demand is, it is not possible, to gauge the exposure and there are insufficient elements to carry out a risk assessment.

 

Bradesco was also summoned by the Corregedoria Geral do Ministério da Fazenda on the opening of an Administrative Accountability Process ("PAR"). This process may imply the application of a fine and / or mention in public lists that may eventually bring restrictions on business with public entities.

 

 

 

 

 

 

 

 

 

 

 

 

Bradesco     51


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

 

 

 

 

 

 

 

 

17)    SUBORDINATED DEBT

 

a)   Composition by maturity

 

 

On June 30 - R$ thousand

Original term in years

Nominal amount

2018

2017

In Brazil:

 

 

 

 

Subordinated CDB:

 

 

 

 

2019

10

20,000

66,261

59,165

Financial bills:

 

 

 

 

2017 (1)

6

4,137,605

2018 (2)

6

277,547

483,418

10,020,338

2019

6

21,858

37,751

34,794

2017 (1)

7

48,988

2018 (2)

7

81,350

187,130

303,367

2019

7

3,172,835

3,463,740

3,430,347

2020

7

1,700

2,931

2,704

2022

7

4,305,011

5,800,914

5,357,935

2023

7

1,359,452

1,763,720

1,620,946

2024

7

67,450

77,227

70,671

2018 (2)

8

113,780

2019

8

12,735

29,959

26,632

2020

8

28,556

56,876

52,066

2021

8

1,236

2,114

1,962

2023

8

1,706,846

2,363,547

2,151,832

2024

8

136,695

165,864

152,059

2025

8

6,193,653

6,421,420

6,346,344

2021

9

7,000

13,589

12,558

2024

9

4,924

7,011

6,217

2025

9

400,944

473,998

443,762

2021

10

19,200

42,770

38,747

2022

10

54,143

104,104

95,355

2023

10

688,064

1,108,844

1,041,595

2025

10

284,137

421,900

366,674

2026

10

361,196

458,892

417,858

2027

10

258,743

284,868

259,033

2026

11

3,400

4,332

3,998

2027

11

47,046

56,136

51,577

2028 (3)

11

74,764

80,684

Perpetual

 

5,000,000

5,204,706

5,373,689

Subtotal in Brazil

 

 

29,184,706

42,042,598

Overseas:

 

 

 

 

2019

10

1,333,575

2,941,734

2,523,950

2021

11

2,766,650

6,327,013

5,424,522

2022

11

1,886,720

4,315,207

3,700,034

Subtotal overseas

 

 

13,583,954

11,648,506

Total (4) (5)

 

 

42,768,660

53,691,104

(1) Subordinated debt transactions that matured in 2017;

(2) Transactions of subordinated debt due in the first semester of 2018;

(3) New issues of financial letters, in 2017, referring to subordinate debts were recognized under the heading “Eligible Debt Capital Instruments”;

52                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

(4) It includes the amount of R$ 23,585,220 thousand (R$ 22,622,595 thousand in 2017), referring to subordinated debts recognized in “Eligible Debt Capital Instruments”; and

(5) The information on results are presented on Note 15e, cost for market funding and inflation and interest adjustments of technical provisions for insurance, pension plans and capitalization bonds.

 

 

 

b)   Movement of subordinated debts

 

 

R$ thousand

2018

2017

Opening balance on December 31

50,192,486

52,628,865

Issuance

6,515,846

Interest

1,737,414

2,877,207

Settlement and interest payments

(11,090,596)

(8,503,660)

Exchange variation

1,929,356

172,846

Closing balance on June 30

42,768,660

53,691,104

 

18)    OTHER LIABILITIES

 

a)   Tax and social security

 

 

On June 30 - R$ thousand

2018

2017

Provision for deferred income tax (Note 31f)

2,609,624

2,586,978

Taxes and contributions on profit payable

639,356

978,950

Taxes and contributions payable

819,589

960,702

Total

4,068,569

4,526,630

 

b)   Sundry

 

 

On June 30 - R$ thousand

2018

2017

Credit card operations (1)

4,206,497

6,860,198

Civil, tax and labor provisions (Note 16b IV)

16,593,450

16,041,585

Loan assignment obligations

7,886,502

8,276,329

Provision for payments

5,806,047

5,473,418

Sundry creditors

4,084,537

5,220,464

Obligations by quotas of investment funds

3,949,792

3,440,779

Creditors - prepayment of residual value

1,572,199

1,762,056

Liabilities for acquisition of assets and rights

195,317

553,052

Other (2)

5,095,946

3,691,415

Total

49,390,287

51,319,296

 

(1) According to Bacen Circular Letter No. 3,828/17, which changes the accounting in payment arrangements (Credit Card Transactions), in June 2018, part of these transactions were classified under "Interbank accounts" in the amount of R$ 21,695,335 thousand. For comparison purposes, the balances of prior periods were also reclassified in the amount of R$ 16,188,307 thousand; and

(2) It includes a specific provision for financial guarantees provided, pursuant to Resolution No. 4,512/16 (Note 8g).

 

c)   Financial guarantees

 

Financial guarantees provided are contracts requiring the Organization to make specific payments to the holder of the financial guarantee for a loss it will incur when a specific debtor fails to make the payment under the terms of the debt instrument. The provision for financial guarantees provided is formed based on the best estimate of the non-recoverable amount of the guarantee, if such disbursement is likely. The provisioning parameters are established based on the internal credit risk management models. In case of retail operations, these models use historical information, while in wholesale operations, in addition to historical information, we adopted simulation processes to capture unobserved events. Any increase in liabilities related to financial guarantees is recognized in the statement of income under “Other operating income/expenses”.

 

Bradesco     53


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

On June 30 - R$ thousand

2018

2017

Guaranteed Values

Provisions

Guaranteed Values

Provisions

Surety and guarantees in judicial and administrative proceedings of a fiscal nature

37,551,059

(282,664)

30,716,184

(156,113)

Bank sureties

33,162,821

(437,907)

39,733,861

(382,611)

Others

1,051,067

(46,242)

3,293,823

(55,073)

Total

71,764,947

(766,813)

73,743,868

(593,797)

 

 

54                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

19)    NON-CONTROLLING INTERESTS IN SUBSIDIARIES

 

On June 30 - R$ thousand

2018

2017

Banco Bradesco BBI S.A.

4,992

17,490

Other

65,146

225

Total

70,138

17,715

 

20)    SHAREHOLDERS’ EQUITY (PARENT COMPANY)

 

a)   Capital stock in number of shares

 

Fully subscribed and paid-in capital stock comprises non-par, registered, book-entry shares.

 

 

On June 30

2018 (1)

2017

Common

3,359,929,223

3,054,481,112

Preferred

3,359,928,872

3,054,480,793

Subtotal

6,719,858,095

6,108,961,905

Treasury (common shares)

(5,535,803)

(5,032,549)

Treasury (preferred shares)

(20,741,320)

(18,855,746)

Total outstanding shares

6,693,580,972

6,085,073,610

 

(1) Includes effect of bonus of shares of 10%.

 

b)   Transactions of capital stock involving quantities of shares

 

 

Common

Preferred

Total

Number of outstanding shares as at December 31, 2017

3,049,448,563

3,035,625,047

6,085,073,610

Increase of capital stock with issuing of shares – bonus of 10% (1)

305,448,111

305,448,079

610,896,190

Increase of shares in treasury – bonus of 10%

(503,254)

(1,885,574)

(2,388,828)

Number of outstanding shares as at June 30, 2018

3,354,393,420

3,339,187,552

6,693,580,972

 

(1) It benefited the shareholders registered in the records of Bradesco on March 29, 2018.

 

In the Extraordinary General Meeting of March 12, 2018, the approval was proposed by the Board of Directors to increase the capital stock by R$ 8,000,000 thousand, increasing it from R$ 59,100,000 thousand to R$ 67,100,000 thousand, with a bonus in shares, through the capitalization of part of the balance of the account “Profit Reserves - Statutory Reserve”, in compliance with the provisions in Article 169 of Law No. 6,404/76, by issuing 610,896,190 new nominative-book entry shares, with no nominal value, whereby 305,448,111 are common and 305,448,079 are preferred shares, attributed free-of-charge to the shareholders as bonus, to the ratio of 1 new share for every 10 shares of the same type that they own on the base date, and was approved by the Bacen on March 16, 2018.

 

c)   Interest on Shareholders’ Equity

 

Bradesco’s capital remuneration policy aims to distribute interest on shareholders’ equity at the maximum amount calculated under current legislation, and this is included, net of Withholding Income Tax (IRRF), in the calculation for mandatory dividends for the year under the Company’s Bylaws.

 

The Board of Directors’ Meeting held on June 29, 2018, approved the Board of Executive Officers’ proposal to pay to the shareholders interim interest on shareholder’s equity for the first semester of 2018, of R$ 1,212,000 thousand, of which R$ 0.172465322 are per common share and R$ 0.189711854 per preferred share, whose payment was made on July 16, 2018.

 

Bradesco     55


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

Interest on shareholders’ equity for the year ended June 30, 2018 is calculated as follows:

                                                                                            

 

R$ thousand

% (1)

Net income for the period

8,994,508

 

(-) Legal reserve

449,725

 

Adjusted calculation basis

8,544,783

 

Monthly, intermediaries and supplementary interest on shareholders’ equity (gross), paid and/or provisioned

3,565,076

 

Withholding income tax on interest on shareholders' equity

(534,761)

 

Interest on shareholders' equity (net) accumulated on June 30, 2018

3,030,315

35.46

Interest on shareholders' equity (net) accumulated on June 30, 2017

2,388,635

31.50

 

(1) Percentage of interest on shareholders’ equity after adjustments.

 

Interest on shareholders’ equity were paid or recognized in provisions, as follows:

 

Description

R$ thousand

Per share (gross)

Gross amount paid/ recognized in provision

Withholding Income Tax (IRRF) (15%)

Net amount paid/recognized in provision

Common

Preferred

Monthly interest on shareholders’ equity paid

0.103499

0.113849

621,136

93,170

527,966

Intermediary interest on shareholders’ equity paid

0.172494

0.189743

1,102,000

165,300

936,700

Supplementary interest paid on shareholders´ equity

0.170149

0.187164

1,087,022

163,053

923,969

Total accrued on June 30, 2017

0.446142

0.490756

2,810,158

421,523

2,388,635

 

 

 

 

 

 

Monthly interest on shareholders’ equity paid

0.103499

0.113849

694,268

104,140

590,128

Intermediary interest paid on shareholders’ equity (1)

0.172465

0.189712

1,212,000

181,800

1,030,200

Supplementary interest on shareholders’ equity provisioned

0.236045

0.259650

1,658,808

248,821

1,409,987

Total accrued on June 30, 2018

0.512010

0.563211

3,565,076

534,761

3,030,315

 

(1) Paid on june 16, 2018.

 

d)   Treasury shares

 

Bradesco acquired a total of 5,535,803 common shares and 20,741,320 preferred shares for a total amount of R$ 440,514 thousand in the six months ended June 30, 2018 which all remain in treasury. The minimum, average and maximum cost per common share is R$ 19.34962, R$ 24.55863 and R$ 27.14350, and per preferred share is R$ 19.37456, R$ 26.98306 and R$ 33.12855, respectively. The fair value was R$ 24.38 per common share and R$ 26.90 per preferred share on June 30, 2018.

 

21)    FEE AND COMMISSION INCOME

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Credit card income

3,370,549

3,268,885

Checking account

3,511,957

3,249,275

Loans

1,525,364

1,505,321

Collections

1,005,424

952,933

Consortium management

794,656

747,669

Asset management

900,076

767,132

Custody and brokerage services

482,132

412,911

Underwriting/ Financial Advisory Services

409,604

333,597

Payments

224,047

208,659

Other

247,763

207,608

Total

12,471,572

11,653,990

 

56                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

22)    PAYROLL AND RELATED BENEFITS

In the six month period ended June 30 - R$ thousand

2018

2017

Salaries

3,788,790

4,031,983

Benefits

1,965,414

2,007,521

Social security charges

1,323,291

1,489,344

Employee profit sharing

702,464

706,747

Provision for labor claims

709,847

426,175

Training

53,666

67,504

Total

8,543,472

8,729,274

 

23)    OTHER ADMINISTRATIVE EXPENSES

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Depreciation and amortization

2,672,060

2,532,542

Outsourced services

2,074,938

2,005,682

Data processing

1,158,610

1,112,478

Rental

801,748

825,306

Communication

732,002

779,067

Asset maintenance

563,834

554,354

Financial system services

446,584

506,509

Security and surveillance

383,676

416,863

Advertising and marketing

395,040

288,524

Transport

366,004

375,843

Asset leases

315,183

348,989

Water, electricity and gas

194,276

201,658

Supplies

105,401

122,853

Travel

104,528

84,944

Other

444,569

412,986

Total

10,758,453

10,568,598

 

24)    TAX EXPENSES

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Contribution for Social Security Financing (COFINS)

1,065,182

1,552,318

Social Integration Program (PIS) contribution

177,277

256,904

Tax on Services (ISSQN)

473,623

325,001

Municipal Real Estate Tax (IPTU) expenses

78,553

75,271

Other

116,175

110,769

Total

1,910,810

2,320,263

 

Bradesco     57


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

25)    OTHER OPERATING INCOME

In the six month period ended June 30 - R$ thousand

2018

2017

Other interest income

819,671

811,375

Reversal of other operating provisions (1)

1,669,607

4,474,785

Revenues from recovery of charges and expenses

155,850

170,662

Foreign exchange variation of assets and liabilities overseas

8,045,569

699,444

Other

643,780

722,973

Total

11,334,477

6,879,239

 

(1) In the first semester of 2017, it includes: (i) reversal of generic provision for guarantees provided, encompassing sureties, guarantees, credit letters, and standby letter of credit, pursuant to Resolution No. 4,512/16; and (ii) reversals of: (a) provision for tax risks regarding the PIS process, to offset overpaid amounts; and (b) provision for tax risks related to IRPJ/CSLL on credit losses.

 

26)    OTHER OPERATING EXPENSES

 

In the six month period ended June 30 - R$ thousand

2018

2017

Other finance costs

1,845,113

1,705,877

Sundry losses

841,232

840,620

Discount granted

679,444

675,539

Commissions on loans and financing

304,370

495,988

Intangible assets amortization

6,316

6,316

Other (1)

2,470,530

3,437,438

Total

6,147,005

7,161,778

 

(1)  In the first semester of 2017, it includes a specific provision for guarantees provided, encompassing sureties, guarantees and credit letters, pursuant to Resolution No. 4,512/16.

 

27)    NON-OPERATING INCOME (LOSS)

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Gain/loss on sale and write-off of assets and investments

(301,769)

(263,022)

Recording/reversal of non-operating provisions (1)

(57,165)

(80,094)

Other

49,515

51,877

Total

(309,419)

(291,239)

 

(1)  Represented mainly by an allowance for losses on non-use assets (BNDU).

 

 

58                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

28)    RELATED-PARTY TRANSACTIONS

 

a)   Related-party transactions (direct and indirect) are carried out under conditions and at rates consistent with those entered into with third parties, when applicable, and effective on the dates of the operations. The transactions are as follows:

 

 

On June 30 - R$ thousand

 

Controllers (1)

Associates, controlled and Jointly controlled companies (2)

Key Management Personnel (3)

Total

 

2018

2017

2018

2017

2018

2017

2018

2017

Assets

 

 

 

 

 

 

 

 

Interbank investments

227,500

644,567

227,500

644,567

Securities and derivative financial instruments

16,297

16,297

Other receivables and assets

48

5,657,443

2,367,973

5,657,491

2,367,973

Liabilities

 

 

 

 

 

 

 

 

Demand deposits/Savings accounts

25

23

205,939

287,564

14,983

16,383

220,947

303,970

Time deposits

956,146

1,345,381

2,184,450

1,344,488

197,858

79,084

3,338,454

2,768,953

Securities sold under agreements to repurchase

1,503,897

753,868

27,551

214,798

5,494

11,953

1,536,942

980,619

Funds from issuance of securities and subordinated debts

9,088,304

6,153,422

14,184,262

12,335,991

824,270

820,496

24,096,836

19,309,909

Derivative financial instruments

2,649

24,554

2,649

24,554

Interest on own capital and dividends payable

942,964

752,326

942,964

752,326

Other liabilities

9,586,777

91,861

9,586,777

91,861

 

 

In the six month period ended June 30 - R$ thousand

 

Controllers (1)

Associates, controlled and Jointly controlled companies (2)

Key Management Personnel (3)

Total

 

 

2018

2017

2018

2017

2018

2017

2018

2017

Income from financial intermediation

12,222

30,950

12,222

30,950

Financial intermediation expenses

(381,028)

(471,449)

(460,648)

(737,399)

(28,474)

(49,558)

(870,150)

(1,258,406)

Income from services provided

48

155,596

199,023

155,644

199,023

Expenses in operations with derivatives

(23,906)

(23,906)

Revenues in operations with derivatives

12,822

12,822

Other expenses net of other operating revenues

25,449

(1,281)

(1,170,296)

(439,006)

(42,431)

(1,187,278)

(440,287)

 

(1) Cidade de Deus Cia. Coml. de Participações, Fundação Bradesco, NCF Participações S.A., BBD Participações S.A. and Nova Cidade de Deus Participações S.A.;
(2) Companies listed in Note 11; and
(3) Members of the Board of Directors and the Board of Executive Officers
.

Bradesco     59


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

b)   Remuneration of key management personnel

 

Each year, the Annual Shareholders’ Meetings of the Companies of the Organization approves:

 

·       The annual total amount of Management compensation, set forth at the Board of Directors Meetings, to be paid to board members and members of the Board of Executive Officers, as determined by the Company’s Bylaws; and

 

·       The amount allocated to finance Management pension plans, within the Employee and Management pension plan of the Organization Bradesco.

 

For 2018, the maximum amount of R$ 529,930 thousand was set for Management compensation and R$ 534,780 thousand to finance defined contribution pension plans.

 

The current policy on Management compensation sets forth that 50% of net variable compensation, if any, must be allocated to the acquisition of preferred class b shares issued by BBD Participações S.A. and / or preferred shares issued by Banco Bradesco S.A., which vest in three equal, annual and successive installments, the first of which is in the year following the payment date. This procedure complies with Resolution No. 3,921/10, which sets forth a management compensation policy for financial institutions.

 

Short-term Management benefits

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Salaries

216,332

220,074

Total

216,332

220,074

 

Post-employment benefits

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Defined contribution supplementary pension plans

234,843

224,201

Total

234,843

224,201

 

Bradesco does not offer its Key Management Personnel long-term benefits related to severance pay or share-based compensation, pursuant to CPC 10 – Share-Based Payment, approved by Resolution No. 3,989/11.

 

Shareholding

 

Together, members of the Board of Directors and Board of Executive Officers had the following shareholding in Bradesco:

 

 

On June 30

2018

2017

● Common shares

0.55%

0.69%

● Preferred shares

1.09%

1.13%

● Total shares (1)

0.82%

0.91%

 

 

(1) On June 30, 2018, direct and indirect shareholding of the members of Bradesco’s Board of Directors and Board of Executive Officers amounted to 2.38% of common shares, 1.12% of preferred shares and 1.75% of all shares (3.12% of common shares, 1.17% of preferred shares and 2.15% of all shares in 2017).

 

60                 June 2018


 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

29)    RISK AND CAPITAL MANAGEMENT

 

a)   Risk Management

Bradesco carries out a corporate risk control in an integrated and independent manner, preserving and giving value to a collective decision-making environment, developing and implementing methodologies, models and tools for measurement and control. Within Bradesco the dissemination of knowledge amongst employees at all hierarchical levels is stimulated, from the business areas to the Board of Directors.

 

Risk and capital management structures have established policies, standards and procedures, ensuring that the Bradesco Organization maintains a control process consistent with the nature of its operations, complexity of its products and services, activities, processes, systems and the extent of its exposure to risks. These structures are also composed by a number of committees, commissions and departments that provide support to the Senior Management and the Board of Directors in decision-making. The most notable amongst these are the Integrated Risk Management and Capital Allocation Committee (COGIRAC) and Risk Committee, whose purpose is to advise the Board of Directors in the performance of its duties in the management and control of risks and capital.

 

Detailed information on risk management process, reference equity and also Bradesco's risk exposures may be found in Investors Relations website at bradescori.com.br – Market Information.

 

b)   Capital Management

 

The Basel Ratio is part of the set of indicators that are monitored and evaluated in the process of Capital Management, and is intended to measure the sufficiency of capital in relation to the exposure to risks. The table below shows the composition of the Reference Equity and of the Risk Weighted Assets, according to the standards of Bacen. During the period, Bradesco has fulfilled all the minimum regulatory requirements.

 

Below is the Basel Ratio:

 

Calculation basis - Basel Ratio

On June 30 - R$ thousand

Prudential Conglomerate

2018

2017

Tier I capital

74,793,447

77,322,435

Common equity

69,588,741

71,948,746

Shareholders’ equity

113,038,723

106,807,513

Non-controlling interest / Other

108,510

39,089

Prudential adjustments (1)

(43,558,492)

(34,897,856)

Additional capital

5,204,706

5,373,689

Tier II capital

22,991,523

25,727,605

Subordinated debts (Resolution No. 4,192/13)

16,594,492

16,998,232

Subordinated debts (previous to CMN Resolution No. 4,192/13)

6,397,031

8,729,373

Reference Equity (a)

97,784,970

103,050,040

 

 

 

- Credit risk

588,341,324

550,858,207

- Market risk

16,070,748

20,530,346

- Operational risk

53,509,834

47,222,493

Risk-weighted assets – RWA (b)

657,921,906

618,611,046

 

 

 

Basel ratio (a/b)

14.9%

16.7%

Tier I capital

11.4%

12.5%

- Principal capital

10.6%

11.6%

- Additional capital

0.8%

0.9%

Tier II capital

3.5%

4.2%

 

(1) As from January 2018, the factor applied to prudential adjustments went from 80% to 100%, according to the timeline for application of deductions of prudential adjustments, defined in Article 11 of Resolution No. 4,192/13.

Bradesco     61


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

c) Indicator of Global Systemic Importance (IAISG)

 

According to Bacen Circular Letter No 3,751/15, Bradesco calculated the indicators for the evaluation of global systemic importance (IAISG), disclosed in Investor Relations website (bradescori.com.br - Market Information - Risk Management – Global Systemic Importance Index – Annex I and II).

 

d)    Social and environmental risk

The social and environmental risk is represented by potential damages that an economic activity can cause to society and to the environment. The social and environmental risks associated with financial institutions are mostly indirect and stem from business relationships, including those with the supply chain and with customers, through financing and investment activities.

 

The social and environmental risk management process has a robust governance structure, comprised of committees, policies, standards and procedures, allowing the risk to be properly identified, measured, mitigated, monitored and reported. This process complies with Resolution No. 4,327/14 of the Central Bank and observes the principles of relevance and proportionality, which is necessary in view of the complexity of the financial products and the profile of Organization’s activities.

 

The Organization seeks to constantly incorporate and improve the criteria for managing the social and environmental risk arising from business relations with customers, through loan and financing operations, guarantees, suppliers and investments, which comprise the scope of analysis reflected in the Organization Social and Environmental Risk Standard.

 

The Organization has made several commitments related to environmental and social aspects, such as the Carbon Disclosure Project (CDP), the Principles for Responsible Investment (PRI), the Business Charter for Human Rights and Promotion of Decent Work (Ethos), the United Nations Environment Program (UNEP-FI), the Global Compact, among others.

 

Moreover, the Organization has been a signatory of the Equator Principles since 2004, and among the requirements evaluated are as follows the working conditions, impacts to the community and the environment of projects financed by the Organization, pursuant to the Brazilian legislation and the standards and guidelines of the International Finance Corporation (IFC), besides the World Bank Group's Health, Safety and Environment Guidelines. During the credit granting process, transactions under Equator Principles undergo a social and environmental risk analysis.

 

The following table sets forth details of the loans made within the Equator Principles contracted in the last 12 months (from July 2017 to June 2018):

 

Number of operation by category (Equator Principles)

A

(High risk)

B

(Medium risk)

C

(Low risk)

Sector

 

 

 

Electricity

-

-

-

Infrastructure

-

1

-

Region

 

 

 

Northeast

-

-

-

Southeast

-

1

-

 

 

R$ thousand

Total project value

570,900

Bradesco's participation (loan)

285,450

 

In the first semester of 2018 there was no hiring Advisory Service and Financing Project Finance and Corporate Loan to projects classified under the criteria of the Equator Principles III.

 

 

 

 

62                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

 

e)    Below is the statement of financial position by currency and maturity

 

I – The statement of financial position by currency

 

On June 30 - R$ thousand

2018

2017

Balance

Local

Foreign (1) (2)

Foreign (1) (2)

Assets

 

 

 

 

Current and long-term assets

945,730,211

857,813,385

87,916,826

68,246,878

Cash and due from banks

15,162,228

10,167,049

4,995,179

3,829,774

Interbank investments

108,444,417

105,810,393

2,634,024

1,249,623

Securities and derivative financial instruments

273,745,146

254,644,431

19,100,715

15,156,311

Interbank and interdepartmental accounts

77,709,913

77,709,913

Loans and leases

305,366,642

269,177,074

36,189,568

33,102,196

Other receivables and assets

165,301,865

140,304,525

24,997,340

14,908,974

Permanent assets

75,244,135

75,208,307

35,828

37,856

Investments

55,030,939

55,030,939

Premises and equipment and leased assets

7,496,664

7,473,783

22,881

24,049

Intangible assets

12,716,532

12,703,585

12,947

13,807

Total

1,020,974,346

933,021,692

87,952,654

68,284,734

 

 

 

 

 

Liabilities

 

 

 

 

Current and long-term liabilities

907,499,573

822,067,559

85,432,014

64,992,950

Deposits

300,608,649

281,605,089

19,003,560

10,827,779

Securities sold under agreements to repurchase

222,212,716

212,163,311

10,049,405

6,224,212

Funds from issuance of securities

167,506,564

164,084,365

3,422,199

4,636,970

Interbank and interdepartmental accounts

27,710,193

24,627,905

3,082,288

3,393,066

Borrowing and on-lending

51,386,262

25,871,122

25,515,140

23,790,249

Derivative financial instruments

16,011,812

14,878,119

1,133,693

253,655

Other liabilities:

 

 

 

 

- Subordinated debts

42,768,660

29,184,706

13,583,954

11,648,506

- Others

79,294,717

69,652,942

9,641,775

4,218,513

Deferred income

365,912

365,912

Non-controlling interests in subsidiaries

70,138

70,138

Shareholders’ equity

113,038,723

113,038,723

Total

1,020,974,346

935,542,332

85,432,014

64,992,950

 

 

 

 

 

Net position of assets and liabilities

 

 

2,520,640

3,291,784

Net position of derivatives (2)

 

 

(63,324,679)

(48,596,015)

Other net off-balance-sheet accounts (3)

 

 

(643,360)

149,875

Net exchange position (liability)

 

 

(61,447,399)

(45,154,356)

 

(1) Amounts originally recognized and/or indexed mainly in USD;
(2) Excluding operations maturing in D+1, to be settled at the rate on the last day of the month; and
(3) Other commitments recognized in off-balance-sheet accounts

 

 

Bradesco     63


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

II - The statement of financial position by maturity                                                          

 

 

On June 30 - R$ thousand

1 to 30 days

31 to 180 days

181 to 360 days

More than 360 days

Maturity not stated

Total

Assets

 

 

 

 

 

 

Current and long-term assets

455,808,747

106,430,108

87,543,302

295,948,054

945,730,211

Cash and due from banks

15,162,228

-

15,162,228

Interbank investments (1)

96,801,506

8,483,375

1,956,690

1,202,846

-

108,444,417

Securities and derivative financial instruments (1) (2)

172,761,172

7,847,796

30,106,529

63,029,649

-

273,745,146

Interbank and interdepartmental accounts

73,949,765

2,018,272

521,319

1,220,557

-

77,709,913

Loans and leases

30,055,251

62,633,130

45,268,860

167,409,401

-

305,366,642

Other receivables and assets

67,078,825

25,447,535

9,689,904

63,085,601

-

165,301,865

Permanent assets

3,974,504

2,039,873

2,394,970

11,503,183

55,331,605

75,244,135

Investments

 

 

 

 

55,030,939

55,030,939

Premises and equipment

3,629,739

318,747

382,496

3,070,095

95,587

7,496,664

Intangible assets

344,765

1,721,126

2,012,474

8,433,088

205,079

12,716,532

Total on June 30, 2018

459,783,251

108,469,981

89,938,272

307,451,237

55,331,605

1,020,974,346

Total on June 30, 2017

437,861,388

96,125,609

67,191,682

338,821,119

46,486,598

986,486,396

             

Liabilities

 

 

 

 

 

 

Current and long-term liabilities

457,044,727

84,814,817

61,158,742

304,481,287

907,499,573

Deposits (3)

148,095,574

14,614,581

13,516,599

124,381,895

-

300,608,649

Securities sold under agreements to repurchase (1)

205,351,475

10,758,568

3,768,231

2,334,442

-

222,212,716

Funds from issuance of securities

7,951,828

43,908,378

26,054,874

89,591,484

-

167,506,564

Interbank and interdepartmental accounts

27,710,193

-

27,710,193

Borrowing and on-lending

5,273,496

12,700,582

14,611,566

18,800,618

-

51,386,262

Derivative financial instruments

14,357,767

597,299

413,754

642,992

-

16,011,812

Other liabilities:

 

 

 

 

 

 

- Subordinated debts

104,138

566,410

439,271

41,658,841

-

42,768,660

- Others

48,200,256

1,668,999

2,354,447

27,071,015

 -

79,294,717

Deferred income

365,912

-

365,912

Non-controlling interests in subsidiaries

 

 

 

 

70,138

70,138

Shareholders’ equity

 

 

 

 

113,038,723

113,038,723

Total on June 30, 2018

457,410,639

84,814,817

61,158,742

304,481,287

113,108,861

1,020,974,346

Total on June 30, 2017

436,253,210

88,658,153

75,517,800

279,232,005

106,825,228

986,486,396

 

 

 

 

 

 

 

Net assets accumulated on June 30, 2018

2,372,612

26,027,776

54,807,306

57,777,256

 

 

Net assets accumulated on June 30, 2017

1,608,178

9,075,634

749,516

60,338,630

 

 

 

(1) Repurchase agreements are classified according to the maturity of the transactions;
(2) Investments in investment funds are classified as 1 to 30 days; and
(3)
Demand and savings deposits are classified as 1 to 30 days, without considering average historical turnover.

64                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

30)    EMPLOYEE BENEFITS

 

Bradesco and its subsidiaries sponsor a private defined contribution pension for employees and directors, that allows financial resources to be accumulated by participants throughout their careers by means of employee and employer contributions and invested in an Exclusive Investment Fund (FIE). The Plan is managed by Bradesco Vida e Previdência S.A. and BRAM – Bradesco Asset Management S.A. DTVM is responsible for the financial management of the FIEs funds.

 

The Supplementary Pension Plan counts on contributions from employees and administrators of Bradesco and its subsidiaries equivalent to at least 4% of the salary by employees and, 5% of the salary, plus the percentage allocated to covers of risk benefits (invalidity and death) by the company. Actuarial obligations of the defined contribution plan are fully covered by the plan assets of the corresponding FIE. In addition to the plan, in 2001, participants who chose to migrate from the defined benefit plan are guaranteed a proportional deferred benefit, corresponding to their accumulated rights in that plan. For the active participants, retirees and pensioners of the defined benefit plan, now closed to new members, the present value of the actuarial obligations of the plan is fully covered by guarantee assets.

 

Banco Alvorada S.A. (successor from the spin-off of Banco Baneb S.A.) maintains defined contribution and defined benefit retirement plans, through Fundação Baneb de Seguridade Social – Bases related to the former employees of Baneb.

 

Bradesco sponsors both defined benefit and defined contribution retirement plans, through Caixa de Assistência e Aposentadoria dos Funcionários do Banco do Estado do Maranhão (Capof), to employees originating from Banco BEM S.A.

 

Bradesco sponsors a defined benefit plan through Caixa de Previdência Privada Bec – Cabec for employees of Banco do Estado do Ceará S.A.

 

Kirton Bank Brasil S.A., Kirton Capitalização S.A., Kirton Corretora de Seguros S.A., Bradesco Kirton Corretora de Títulos e Valores Mobiliários S.A. and Kirton Seguros S.A. sponsor a defined benefit plan called APABA for employees originating from Banco Bamerindus do Brasil S.A., and Kirton Administração de Serviços para Fundos de Pensão Ltda. sponsors for its employees a defined contribution plan, known as the Kirton Prev Benefits Plan (Plano de Benefícios Kirton Prev), both managed by MultiBRA – Pension Fund.

 

Banco Losango S.A., Kirton Bank Brasil S.A. and Credival – Participações, Administração e Assessoria Ltda. sponsor three pension plans for its employees, which are: Losango I Benefits Plan – Basic Part, in the defined benefit mode, Losango I – Supplementary Part and PREVMAIS Losango Plan, the last two in the form of contribution variable, all managed by MultiBRA – Settlor – Multiple Fund.

 

Bradesco also took on the obligations of Kirton Bank Brasil S.A. with regard to Life Insurance, Health Insurance Plans, and Retirement Compensation for employees coming from Banco Bamerindus do Brasil S.A.

 

Bradesco, in its offices abroad, provides pension plans for its employees and administrators, in accordance with the standards established by the local authorities, which allows the accrual of financial resources during the professional career of the participant.

 

Expenses related to contributions made during the first semester of 2018 totaled R$ 413,305 thousand (R$ 417,004 thousand in 2017).

 

In addition to this benefit, Bradesco and its subsidiaries offer other benefits to their employees and administrators, including health insurance, dental care, life and personal accident insurance, and professional training. These expenses, including the aforementioned contributions, totaled R$ 2,019,080 thousand during the first semester of 2018 (R$ 2,075,025 thousand in 2017).

 

 

 

 

 

Bradesco     65         


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

 

31)    INCOME TAX AND SOCIAL CONTRIBUTION

 

a)  Calculation of income tax and social contribution charges

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Income before income tax and social contribution

6,600,364

8,153,358

Total burden of income tax and social contribution at the current rates (1)

(2,970,164)

(3,669,011)

Effect on the tax calculation:

 

 

Earnings of Associates and Subsidiaries

1,829,659

1,878,649

Net non-deductible expenses of nontaxable income

246,500

214,987

Interest on shareholders’ equity (paid and payable)

1,604,284

1,264,571

Other amounts (2)

1,692,302

140,980

Income tax and social contribution for the period

2,402,581

(169,824)

 

(1) Current rates: (i) 25% for income tax; (ii) 20% for the social contribution to financial and companies treated as such, including the insurance segment, and of 9% for the other companies (Note 3h); and

(2) Primarily, includes: (i) the exchange rate variation of assets and liabilities, derived from investments abroad; (ii) the equalization of the effective rate in relation to the rate 45% shown; and (iii) the deduction incentives.

 

 

b)  Breakdown of income tax and social contribution in the statement of income

 

 

In the six month period ended June 30 - R$ thousand

2018

2017

Current taxes:

 

 

Income tax and social contribution payable

(1,562,574)

(3,165,374)

Deferred taxes:

 

 

Amount recorded/realized in the period on temporary differences

1,101,339

4,053,497

Use of opening balances of:

 

 

Social contribution loss

(254,115)

(496,275)

Income tax loss

(269,323)

(599,093)

Constitution in the period on:

 

 

Social contribution loss

1,273,392

27,892

Income tax loss

2,113,862

9,529

Total deferred tax assets

3,965,155

2,995,550

Income tax and social contribution for the period

2,402,581

(169,824)

 

 

c)  Deferred income tax and social contribution

 

 

R$ thousand

 

Balance on 12/31/2017

Amount recorded

Realized / Decrease (2)

Balance on 06/30/2018

 
 

Allowance for loan losses

29,056,223

3,853,781

2,673,220

30,236,784

 

Civil provisions

1,820,884

359,732

414,882

1,765,734

 

Tax provisions

2,446,181

47,833

69,573

2,424,441

 

Labor provisions

2,047,251

425,633

175,019

2,297,865

 

Provision for devaluation of securities and investments

192,948

27,175

17,475

202,648

 

Provision for devaluation of foreclosed assets

604,209

123,251

145,695

581,765

 

Adjustment to fair value of trading securities

3,693,734

546,697

1,098,048

3,142,383

 

Amortization of goodwill

313,933

19,491

9,200

324,224

 

Provision for interest on shareholder's equity (1)

-

918,344

918,344

 

Other

4,405,705

903,715

1,521,201

3,788,219

 

Total deductible taxes on temporary differences

44,581,068

7,225,652

6,124,313

45,682,407

 

Income tax and social contribution losses in Brazil and overseas

4,885,505

3,387,254

523,438

7,749,321

 

Subtotal (2)

49,466,573

10,612,906

6,647,751

53,431,728

 

Adjustment to fair value of available-for-sale securities

313,802

505,057

414

818,445

 

Total deferred tax assets (Note 9b)

49,780,375

11,117,963

6,648,165

54,250,173

 

Deferred tax liabilities (Note 32f)

3,110,313

356,207

856,896

2,609,624

 

Deferred tax assets, net of deferred tax liabilities

46,670,062

10,761,756

5,791,269

51,640,549

 

66                 June 2018


 
 

Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Notes to the Financial Statements of the Prudential Conglomerate

 

(1) The tax credit on interest on shareholder’s equity is accounted for up to the permitted tax limit; and

(2) Deferred tax assets from financial companies and similar companies, and insurance companies were calculated considering the increase in the social contribution rate, determined by Law No. 11,727/08 and Law No. 13,169/15 (Note 3h). With regard to the temporary effects produced by the adoption of Law No. 13,169/15, which raised the rate of the social contribution to 20%, the respective tax credits, are calculated based on the expected implementation.

 

 

d)  Expected realization of deferred tax assets on temporary differences, tax loss and
negative basis of social contribution

 

 

R$ thousand

Temporary differences

Income tax and social contribution losses

Total

Income tax

Social contribution

Income tax

Social contribution

2018

3,515,504

2,536,578

95,947

73,490

6,221,519

2019

7,179,882

4,246,130

258,520

101,051

11,785,583

2020

6,527,525

3,806,259

433,639

171,816

10,939,239

2021

5,259,324

3,050,662

786,591

405,568

9,502,145

2022

3,017,808

1,776,514

551,272

320,904

5,666,498

After 2022

2,855,273

1,910,948

2,251,004

2,299,519

9,316,744

Total

28,355,316

17,327,091

4,376,973

3,372,348

53,431,728

 

The projected realization of deferred tax assets is an estimate and it is not directly related to the expected accounting income.

 

On June 30, 2018, the present value of deferred tax assets, calculated based on the average funding interest rate, net of tax effects, amounts to R$ 50,013,885 thousand (R$ 47,404,193 thousand in 2017), of which R$ 43,150,421 thousand (R$ 43,358,257 thousand in 2017) relates to temporary differences, R$ 6,863,464 thousand (R$ 4,045,936 thousand in 2017) to tax losses and negative basis of social contribution.

 

e)   Unrecognized deferred tax assets

 

On June 30, 2018, deferred tax assets of R$ 10,773 thousand (R$ 11,607 thousand in 2017), were not recognized, and will only be registered when they meet the regulatory requirements and/or present prospects of realization according to technical studies and analyses prepared by the Management and in accordance with Bacen regulations.

 

 

f)   Deferred tax liabilities

 

 

On June 30 - R$ thousand

2018

2017

Fair value adjustment to securities and derivative financial instruments

6,881

257,039

Difference in depreciation

242,456

328,103

Judicial deposit and others

2,360,287

2,001,836

Total

2,609,624

2,586,978

 

The deferred tax liabilities of companies in the financial and insurance sectors were established considering the increased social contribution rate, established by Law No. 11,727/08 and Law No. 13,169/15 (Note 3h).

 

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Notes to the Financial Statements of the Prudential Conglomerate

 

 

32)    OTHER INFORMATION

 

a)   The Organization manages investment funds and portfolios with net assets which, on June 30, 2018, amounted to R$ 843,865,461 thousand (R$ 776,647,165 thousand in 2017).

 

b)    Private Social Investment

 

During the first semester of 2018, the Private Social Investments made by Bradesco and other companies in the Prudential Conglomerate amounted to R$ 38,161 thousand (R$ 44,797 thousand in 2017).

 

c)   Consortium funds

 

 

On June 30 - R$ thousand

2018

2017

Credits available to consortium members

6,162,460

5,796,239

Off-balance-sheet

 

 

Monthly estimate of funds receivable from consortium members

648,493

607,210

Contributions payable by the group

30,638,913

30,245,004

Consortium members - assets to be included

26,553,286

26,388,770

 

 

 

On June 30 - In units

2018

2017

Number of groups managed

3,489

3,610

Number of active consortium members

1,443,669

1,384,333

Number of assets to be included

616,613

629,062

 

d)    As part of the convergence process with international accounting standards, the Brazilian Accounting Pronouncements Committee (CPC) issued several accounting pronouncements, as well as their interpretations and guidelines, which are applicable to financial institutions only after approval by CMN. Until June 30, 2018, the accounting pronouncements approved by CMN and adopted by Bradesco were as follows:

 

·       Resolution No. 3,566/08 – Impairment of Assets (CPC 01);

·       Resolution No. 3,604/08 – Statement of Cash Flows (CPC 03);

·       Resolution No. 3,750/09 – Related Party Disclosures (CPC 05);

·       Resolution No. 3,823/09 – Provisions, Contingent Liabilities and Contingent Assets (CPC 25);

·       Resolution No. 3,973/11 – Subsequent Event (CPC 24);

·       Resolution No. 3,989/11 – Share-based Payment (CPC 10 – R1);

·       Resolution No. 4,007/11 – Accounting Policies, Changes in Estimates and Error Correction (CPC 23);

·       Resolution No. 4,144/12 – Basic Conceptual Pronouncement (R1); and

·       Resolution No. 4,424/15 – Employee Benefits (CPC 33 – R1).

 

Presently, it is not possible to estimate when the CMN will approve the other CPC pronouncements or if they will be applied prospectively or retrospectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Notes to the Financial Statements of the Prudential Conglomerate

 

e)     In the first semester of 2018, in order to adjust the structural levels of compulsory deposits, simplify and improve the rules and induce a reduction in the cost of credit, the Central Bank changed its rules for the collection of compulsory deposits, according to the table below:

 

Description

Standard before amendment

Amended standard

 

Savings deposits

 

The compulsory savings reserve was 24.5% on the calculation basis defined in regulation.

As from May 7, 2018, the compulsory deposit on savings deposits was reduced to 20% on the calculation basis defined in regulation.

Savings deposits (Rural)

The reserve requirements on rural savings was 21% on the basis of calculation defined in regulation.

 

As from May 7, 2018, the compulsory deposit on rural savings was reduced to 20% on the calculation basis defined in regulation.

 

Demand deposits

 

The daily verification of compliance with the requirement to pay cash deposits was made in accordance with the sum of the daily closing balance of the Bank Reserves account, the arithmetic mean of the financial institution's deposits recorded under "1.1.1.10.00-6 Cash "of Cosif at the close of each business day of the respective calculation period up to the limit of 40% (forty percent) of the chargeable charge to the institution and of the balance of operations valid for deduction of the compulsory payment on demand, verified in the respective calculation period, considering their respective regulatory limits.

 

As from May 7, 2018, the daily verification of the compliance with the requirement of the compulsory deposit for demand deposits started to be made according to the sum of the daily closing balance of the Bank Reserves account and time base value, valid for deduction of reserve requirement on demand resources.

The deductibility value of the base calculation of the reserve requirement on demand resources corresponding to the arithmetic average of the RSVs (Value Subject to Gathering) calculated in the calculation period, was R$70,000,000.00.

From May 7, 2018, the deductible value of the compulsory deposit on demand resources corresponding to the arithmetic average of the RSVs (Value Subject to Gathering)  calculated in the calculation period passed to R$200,000,000.00.

The compulsory reserve on demand was 40%, based on the calculation basis defined in regulations.

As of May 7, 2018, the compulsory deposit on cash resources passed to 25%, based on the calculation defined in regulations.

 

f)      On July 20, 2018, Odontoprev, a controlled company of Bradesco Saúde S.A., informed the Market the about the proposed acquisition of 100% of the share capital of Odonto System Planos Odontológicos Ltda. (“Odonto System”), a company with head offices in Fortaleza /Ceará, for the amount of R$201,637 thousand, in addition to this amount, the acquisition foresees a variable price for the future, observing the consideration includes contingent payments dependent on the achievement of the future targets of growth of the EBITDA for Odonto System on 2018 and 2019. This transaction was approved, with no restrictions, by the Agência Nacional de Saúde Suplementar - ANS (National Supplementary Health Agency), Brazilian Central Bank - BACEN and Administrative Council for Economic Defense -CADE.

The transaction was submitted and approved by the shareholders of the Company at the General Meeting of August 6, 2018 and its payment was concluded on august 7, 2018, related to the acquisition of the total Odonto System quotas.

 

 

 

 

 

Oswaldo Tadeu Fernandes

Accountant - CRC 1SP271968/O-5

 

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Financial Statements of the Prudential Conglomerate and Independent Auditor’s Report

 

Independent Auditors´ Report on the Consolidaded Financial Statements of Prudential Conglomerate

 

To

Shareholders and the Board of Directors of

Banco Bradesco S.A.

Osasco – SP

 

Opinion

 

We have audited the consolidated financial statements of the Prudential Conglomerate of Banco Bradesco S.A. (“Bradesco”), which comprises the consolidated balance sheet as of June 30, 2018 and the respective consolidated statements of income, changes in shareholders’ equity and cash flows for the semester then ended, as well as the related explanatory notes, comprising significant accounting policies and other explanatory information. These special purpose financial statements have been prepared by Bradesco´s management as required by Resolution 4280, dated October 31, 2013, of the National Monetary Council (CMN) and supplementary regulations of the Central Bank of Brazil (BACEN), described in the note 2 to the financial statements.

 

In our opinion, the accompanying consolidated financial statements of the Prudential Conglomerate present fairly, in all material respects, the consolidated financial position of the Prudential Conglomerate of Bradesco as of June 30, 2018, the consolidated performance of its operations and its respective consolidated cash flows, for the semester then ended, in accordance with the Resolution 4280/13 of CMN, and supplementary regulations of BACEN, which main criteria and accounting practices are described in note 2 to the financial statements.

 

Basis for opinion

           

We conducted our audit in accordance with Brazilian and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the “The Auditor’s responsibilities for the audit of the consolidated financial statements” section of our report. We are independent of Bradesco and its subsidiaries, in accordance with the ethical requirements established in the Accountant´s Professional Ethics Code and the professional standards issued by the Federal Accounting Council, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Emphasis

 

We draw attention to note 2 to the consolidated financial statements that disclose that the consolidated financial statements of the Prudential Conglomerate of Bradesco were prepared by Bradesco´s management to meet the requirements of Resolution 4280/13 of CMN, and supplementary regulations of BACEN. Consequently, our report on these consolidated financial statements has been prepared solely for meeting these specific requirements and thus may not be appropriate for other purposes. Our opinion is not modified in relation to this topic.

 

Key Audit Matters

 

Key audit matters are those that, in our professional judgment were of most significance in our audit of the semester ended at June 30, 2018. These matters were addressed in the context of our audit of the consolidated financial statements of the Prudential Conglomerate as a whole, and in forming our opinion thereon, and, we do not express a separate opinion on these matters.

 

•           Allowance for doubtful accounts

 

As disclosed in Notes 3g and 8, for purposes of measuring the allowance for doubtful accounts, which total amount shown in the consolidated financial statements of Prudential Conglomerate is R$ 35,174,801 thousand, Bradesco classifies its loans (which comprise loans, leases, advances on foreign exchange contracts and other receivables with credit characteristics), into nine risk levels, taking into account inputs and assumptions, from transactions, such as late payments, economic and financial position, indebtedness level, economy sector, guarantee characteristics, and the other factors and assumptions described in CMN Resolution 2.682/99, with rating “AA” being the minimum risk level, and “H” the maximum risk level. Bradesco initially applies the loss percentages established in such resolution for each risk level for purposes of calculating the allowance and further increases the allowance, when necessary, based on additional internal evaluations (excess provision). The classification of loans into risk levels as well as the loss percentages related to each risk level requires Bradesco to make assumptions and judgments, based on its internal risk classification methodologies, and the allowance for doubtful accounts represent Bradesco’s best estimate of the portfolio losses. Due to the relevance of loans and the uncertainties related to the estimate of the allowance for doubtful accounts, we considered this as a significant matter in our audit.

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Independent Auditors´ Report on the Consolidaded Financial Statements of Prudential Conglomerate

 

 

How our audit addressed this matter

 

We evaluated the design and operating effectiveness of the internal controls related to the processes of approval, recording and accrual of loans as well as the internal risk rating methodologies that support the classification of transactions, the main assumptions used for calculation and the arithmetic accuracy of the allowance for doubtful accounts. We also evaluated, on a sample basis, whether Bradesco met the minimum requirements established by the CMN Resolution 2682/99, related to the determination of the allowance for doubtful accounts. We also evaluated whether the disclosures made in the consolidated financial statements of Prudential Conglomerate, described in Notes 3g and 8.

 

Based on the evidence obtained from the procedures summarized above, we considered adequate the estimate of Bradesco for the allowance for doubtful accounts, as well as the respective disclosures in the context of the consolidated financial statements of Prudential Conglomerate taken as a whole.

 

•           Measurement of financial instruments

 

As disclosed in the Notes 3e, 3f and 6, derivative financial instruments amount to R$ 15,024,480 thousand (assets) and R$ (14,025,373) thousand (liabilities), available-for-sale securities amount to R$ 199,560,406 thousand and trading securities amount to R$ 31,765,971 thousand. These instruments, measured at market value, are relevant to the consolidated financial statements of Prudential Conglomerate of Bradesco. For the financial instruments whose market prices or parameters are not observable, the determination of the market values is subject to a higher uncertainty level, to the extent Bradesco makes significant judgments to estimate such amounts. In addition, financial assets classified as available-for-sale and held-to-maturity are evaluated for indications of evidence of impairment losses. Therefore, we considered the market value measurement of these financial instruments as a significant matter in our audit.

 

How our audit addressed this matter

 

As part of our procedures, we evaluated the design and operating effectiveness of the relevant internal controls implemented by Bradesco to mitigate the risk of material misstatement in the consolidated financial statements of Prudential Conglomerate arising from uncertainties in the market value measurement of financial instruments. For a sample of financial instruments for which market value measurement parameters are not observable, we evaluated, with the technical support of our specialists in financial instruments, the models developed by Bradesco for determining market values and the reasonableness of data, parameters and information included in the pricing models used, and we recalculated, on a sample basis, the amount of operations, as well as the criteria and policies related to indications of evidence of impairment losses. Our procedures also included the evaluation of the disclosures made by Bradesco in the consolidated financial statements of Prudential Conglomerate in Notes 3e, 3f and 6.

 

Based on the evidence obtained from the procedures summarized above, we considered the market value measurement of financial instruments and the respective disclosures adequate in the context of the consolidated financial statements of Prudential Conglomerate taken as a whole.

 

•           Provisions and contingent liabilities - tax, civil and labor

 

As described in Notes 3o and 16, Bradesco is defendant in tax, civil and labor lawsuits, related to the normal course of its activities, which total provision recognized in the consolidated financial statements of Prudential Conglomerate amounts to R$ 6,506,132 thousand, R$ 4,405,913 thousand, and R$ 5.681.405 thousand, respectively. Some laws regulations and legal disputes in Brazil have high complexity levels, and, therefore, the measurement, recognition and disclosure of Provisions and Contingent Liabilities, related to lawsuits, and/or, in certain cases, adherence to laws and regulations, require Bradesco’s professional judgment. Due to the relevance, complexity and judgment involved in the evaluation, measurement and disclosure of Provisions and Contingent Liabilities, as well as those related to the compliance with laws and regulations, we considered this as a significant matter in our audit.

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Independent Auditors´ Report on the Consolidaded Financial Statements of Prudential Conglomerate

 

 

How our audit addressed this matter

 

Our audit procedures included the evaluation of the design and operating effectiveness of the internal controls related to the identification, evaluation, measurement and disclosure of Provisions and Contingent Liabilities, as well as those related to the compliance with laws and regulations. Additionally, we evaluated the sufficiency of the recognized provisions and disclosed contingency amounts, by evaluating the criteria and assumptions adopted in the measurement methodology, also considering the assessment of the internal and external legal advisors of Bradesco, as well as historical data and information. This work included, when applicable, the involvement of our legal experts in the evaluation of the likelihood of unfavorable outcome and of the documentation and information related to the main tax, matters involving Bradesco. We also evaluated whether the disclosures made in the consolidated financial statements of Prudential Conglomerate are in accordance with the applicable accounting practices and provide information on the nature, exposure and amounts of provisions or disclosures related to the main tax, civil and labor matters in which Bradesco is involved.

 

Based on the evidence obtained from the procedures summarized above, we considered adequate Bradesco's estimate of the provisions and contingent liabilities, as well as the respective disclosures in the context of the consolidated financial statements taken as a whole.

 

•           Impairment of assets

 

The consolidated financial statements include deferred tax assets in the amount of R$ 54,250,173 thousand (Note 31c) and intangible assets, which include goodwill on acquisitions in the amount of R$ 6,611,911 thousand and other intangible assets in the amount of R$ 3,693,219 (Note 13a) which realization depends on future profitability based on business plans and budgets prepared by Bradesco and which are supported by several economic and business assumptions, among others. Since they require the exercise of judgment, such estimates are prepared and reviewed internally according to Bradesco’s governance framework. As described in Notes 3h, 3l and 3m, considering the frequent changes that occur in the economic and regulatory environment of the markets in which it operates, Bradesco continuously evaluate the assumptions and estimates of taxable profit, profitability of the cash generating units (CGU) to which goodwill and intangible assets are allocated, growth rates, discount rates, and cash flow projections or, at least, the existence of indicators of impairment of assets. In view of the relevance of the future profitability estimates made and the impact that changes in the assumptions of such estimates would have on the consolidated financial statements, we considered this area relevant to our audit.

 

How our audit addressed this matter

 

On a sample basis, we tested the design and operating effectiveness of the relevant internal controls related to Bradesco´s assessment of indicators that the related assets may have suffered impairment. Additionally, we evaluated the reasonableness and consistency of the data and assumptions used in the preparation of this evaluation. We also performed an analysis of the reasonableness of the mathematical calculations included in the technical study to support the tax credits. Our procedures also included the evaluation of the disclosures made by Bradesco in the consolidated financial statements of the Prudential Conglomerate.

 

Based on the evidence obtained from the procedures summarized above, we considered the measurement of impairment and the respective disclosures adequate in the context of the consolidated financial statements taken as a whole.

 

•           Technical Provisions – Insurance and Pension Plans – recorded as investments measured under the equity method

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As mentioned in Notes 3j and 11, Bradesco invests in insurance controlling subsidiaries. These subsidiaries have liabilities related to insurance and pension plans contracts denominated Technical Provisions, in the amount of R$ 244,198,465 thousand, which may significantly affect the net income presented in consolidated financial statements of the Prudential Conglomerate. In view of the subjectivity inherent to insurance and pension plans contracts, the process of determination and measurement of technical reserves that include the liability adequacy test involve a high judgment level. Bradesco´s subsidiaries continuously evaluate methodologies and assumptions, which include, among others, expectations of loss ratio, mortality, longevity, persistency, conversion into income and interest rates. Due to the relevance of the results of these investees, the relevance of the judgment exercised by the investees, the subjectivity and the impact that eventual changes in the assumptions and methodologies would have on the value of the Technical Provisions and, consequently, on the consolidated financial statements of the Conglomerate Prudential, we considered this matter relevant to our audit.

 

How our audit addressed this matter

 

Our procedures included planning and communication of the audit scope to the controlling subsidiaries, discussion of the risks of significant misstatements to instruct the auditors of these subsidiaries. We met with these auditors, reviewed and evaluated their work, which considered, among others, the matters described above that could significantly affect the net income of the consolidated financial statements of the Prudential Conglomerate. We also evaluated the audit evidence obtained and the documentation of the specialists involved by the auditor of the subsidiaries, as well as the procedures performed and conclusions obtained, specifically the determination of materiality, the effect of unadjusted audit differences and the procedures performed to address the risks. We also evaluated the adequacy of the disclosures made by Bradesco on the consolidated financial statements of the Prudential Conglomerate.

 

Based on the evidence obtained from the procedures summarized above, we considered the level of provisioning in the subsidiaries and disclosures to be adequate in the context of the consolidated financial statements of the Prudential Conglomerate taken as a whole.

 

•           Application controls and information technology general controls

 

Bradesco has a technological structure as well as continuous technology investment plan for conducting its business. The technology environment has processes of access management and changes in the system and applications, development of new programs, besides automated controls and/or controls with automated components in the several relevant processes. In order to maintain its operations, Bradesco provides its employees with access to systems and applications, taking into account the duties performed by them and within its organizational structure. The controls to authorize, monitor, restrict, and/or revoke the respective accesses to this environment are important to assure that the accesses and information updates are appropriately performed and by the appropriate professionals, to mitigate the potential risk of fraud or error arising from inappropriate access or change in a system or information, and to guarantee the integrity of the financial information and accounting records. In view of the high investment level and heavy dependence of Bradesco on its technology systems, the high daily volume of processed transactions, and the importance of access controls and the management of changes in its systems and applications, we considered that this area is relevant to our audit.

 

How our audit addressed this matter

 

The design and operating effectiveness of access controls, such as authorization of new users, revocation of terminated users, and periodic monitoring of active users were tested, on a sample basis, with the assistance of our information technology specialists, whenever we plan to rely on specific information extracted from certain systems considered relevant for the purpose of preparing the financial statements. In areas where our judgment is highly dependent on information technology, our tests also included assessing password policies, security settings, and control over developments and changes in systems and applications. In addition, when we identify key internal controls for the financial reporting process and other relevant fully automated processes or with some component dependent on systems and applications, we tested, with the assistance of our information technology specialists, the design and operating effectiveness of these controls.

 

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Independent Auditors´ Report on the Consolidaded Financial Statements of Prudential Conglomerate

 

The evidence obtained from the above summarized procedures has allowed us to consider information from certain systems to plan the nature, time and extension of our substantive tests in the context of the consolidated financial statements of Prudential Conglomerate taken as a whole.

Other matters

 

Bradesco prepared a set of general-purpose financial statements for the semester ended at June 30, 2018, in accordance with accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank of Brazil, on which we issued an audit report without modifications dated July 25, 2018.

 

Statements of added value

 

The consolidated statement of added value (DVA) for the semester ended at June 30, 2018, prepared under the responsibility of Bradesco’s management, and presented as supplementary information in relation to the special purpose required by Resolution 4280, dated October 31, 2013, of the National Monetary Council (CMN) and supplementary regulations of the Central Bank of Brazil (BACEN), was subjected to audit procedures performed in conjunction with the audit of the consolidated financial statements of the Prudential Conglomerate of Bradesco. In order to form our opinion, we assessed whether those statements are reconciled with the consolidated financial statements of the Prudential Conglomerate and accounting records, as applicable, and whether their format and contents are in accordance with criteria determined in the Technical Pronouncement 09 (CPC 09) - Statement of Value Added issued by the Committee for Accounting Pronouncements (CPC). In our opinion, the statement of value added have been fairly prepared, in all material respects, in accordance with the criteria determined by the aforementioned Technical Pronouncement, and is consistent with the overall consolidated financial statements of the Prudential Conglomerate taken as whole.

 

Responsibilities of management and those in charge with governance for the consolidated financial statements of the Prudential Conglomerate

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements of the Prudential Conglomerate in accordance with Resolution 4280/13 of CMN, and supplementary regulations of BACEN, which main criteria and accounting practices are described in note no 2 to the financial statements, and the internal controls as management determines is necessary to enable the preparation of consolidated financial statements of the Prudential Conglomerate that are free from material misstatement whether due to fraud or error.

 

In preparing the consolidated financial statements of the Prudential Conglomerate, management is responsible for assessing Bradesco’s ability to continue as going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless management either intends to liquidate Bradesco and its subsidiaries or to cease operations, or there has no realistic alternative but to do so.

 

Those charged with governance are those responsible for overseeing Bradesco´s financial reporting process.

 

Auditor’s responsibilities for the audit of the consolidated financial statements of the Prudential Conglomerate

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements of the Prudential Conglomerate, prepared by the management in accordance with Resolution 4280/13 of CMN, and supplementary regulations of BACEN, as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor´s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements of Prudential Conglomerate.

 

As part of an audit in accordance with the Brazilian and International Standards on Auditing, taking into account NBC TA 800 (Special Conditions - Auditing of Financial Statements according to Special Purpose Accounting Structures), we exercise professional judgment, and maintain professional skepticism throughout the audit. We also:

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Independent Auditors´ Report on the Consolidaded Financial Statements of Prudential Conglomerate

 

 

•    Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatement resulting from fraud is higher than for the one resulting from error, as fraud may involve collusion, forgery, intentional omission or misrepresentations, or the override of internal controls.

 

•    Obtain an understanding of internal control relevant to the audit to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Bradesco and its subsidiaries internal control.

 

•    Evaluate the appropriateness of the accounting policies used and the reasonableness of accounting estimates and related disclosures made by Bradesco’s.

 

•    Conclude on the appropriateness of management’s use of the going concern basis of accounting, and, based on the audit evidence obtained, whether material uncertainty exists related to events or conditions that may cast significant doubt on Bradesco’s and its subsidiaries ability to continue as going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements, or if such disclosures are inadequate to modify our opinion. Our conclusions are based on the audit evidences obtained up to the date of our auditor’s report. However, future events or conditions may cause Bradesco and its subsidiaries to cease to continue as a going concern.

 

•    Evaluate the overall presentation, structure and content of the consolidated financial statements of Prudential Conglomerate, including the disclosures and whether the consolidated financial statements of Prudential Conglomerate represent the underlying transactions and events in a manner that achieves fair presentation.

 

•    Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements of Prudential Conglomerate. We are responsible for the direction, supervision and performance of group audit. We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provided those charged with governance with a statement that we have complied with the relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be though to bear our independence, and where applicable, related safeguards.

 

From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the consolidated financial statements of Prudential Conglomerate for the semester ended on June 30, 2018, and are therefore the key audit matters. We describe these matters in our auditor’s report, unless law or regulation precludes public disclosure about the matters, or when, in extremely rare circumstances, we determine a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefit of such communication.

 

 

 

Osasco, August 27, 2018

 

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Independent Auditors´ Report on the Consolidaded Financial Statements of Prudential Conglomerate

 

KPMG Auditores Independentes

CRC 2SP028567/O-1 F SP

 

Original report in Portuguese signed by

Rodrigo de Mattos Lia

Accountant CRC 1SP252418/O-3

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SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 28, 2018
 
BANCO BRADESCO S.A.
By:
 
/S/Denise Pauli Pavarina

    Denise Pauli Pavarina
Executive Managing Officer and
Investor Relations Officer.
 
 
FORWARD-LOOKING STATEMENTS

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