As filed with the Securities and Exchange Commission on April 29, 2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCWashington, D.C. 20549

FORM 20-F

OR

For the fiscal year ended December 31, 2015

2018

OR

OR

Commission file number:FileNumber 001-15276

ITAÚ UNIBANCO HOLDING S.A.

(Exact nameName of Registrant as specifiedSpecified in its charter)Charter)

ITAÚ UNIBANCO HOLDING S.A.

Federative Republic(Translation of BrazilRegistrant’s name into English)

THE FEDERATIVE REPUBLIC OF BRAZIL

(Jurisdiction of incorporation or organization)

Praça Alfredo Egydio de Souza Aranha, 100

04344-902 São Paulo, SP, Brazil

(Address of principal executive offices)

Alexsandro Broedel

Marcelo Kopel

Group Executive Finance Director and Investor Relations Officer

Itaú Unibanco Holding S.A.

Praça Alfredo Egydio de Souza Aranha, 100

04344-902 São Paulo, SP, Brazil

+55 11 2794 3547

drinvest@itau-unibanco.com.br

(Name, Telephone,E-mail and/or FacsimilieFacsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Act.

(*) *Not for trading purposes, but only in connection with the listing on the New York Stock Exchange of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

representing those Preferred Shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.report:

3,047,037,4034,958,290,359 Common Shares, no par value per share

2,874,313,1014,762,230,563 Preferred Shares, no par value

per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Act

x☒ Yes¨ ☐ No

If this annual report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☒ No

¨YesxNo

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

xYes¨No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§232405232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes ☐ No

¨Yes¨No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a non-accelerated fileran emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and large accelerated filer”“emerging growth company” inRule 12b-2 of the Exchange Act (Check one):Act.

☒Large Accelerated filer ☐ Accelerated filer ☐Non-accelerated filer ☐ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐,

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.follow:

¨Item 17¨ ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).

☐ Yes ☒ No

¨YesxNo

INTRODUCTION

The information presented in this annual report on Form 20-F is accurate only as of the date of this annual report and information incorporated by reference in this annual report is accurate only as of the date of the document in which such incorporated information is contained. Our business, our financial condition and results of operations, our assets and our prospects may have changed since those dates.

Information contained in or accessible through the websites referred to in this annual report on Form 20-F is not part of this annual report unless we specifically state that it is incorporated by reference and is part of this report. All references in this annual report on Form 20-F to websites are inactive textual references only.

FORM 20-F CROSS-REFERENCE INDEX

(for the purpose of filing with the United States Securities and Exchange Commission)TABLE OF CONTENTS

i

GUIDE 3 CROSS-REFERENCE INDEX

(for the purpose of filing with the United States Securities and Exchange Commission)

Annex A – Annual Report

	Index
	Context
	A-04	Macroeconomic context
	A-08	Context of Itaú Unibanco Holding
	A-11	Context of this report
	215
	Our profile
	A-15	In numbers
	A-17	2015 highlights
	A-21	Our history
	A-28	Our business
	A-41	Competitive strengths
	A-42	Our shares
	Our governance
	A-50	Our practices
	A-51	Management structure
	A-67	Main differences between Brazilian and U.S. corporate governance practices
	Our risk management
	A-70	Risk factors
	A-77	Risk and capital management
	A-96	Regulatory environment
	Performance
	A-114	Financial performance
	A-158	Consolidated Financial Statements (IFRS)
	Attachments
	A-160	Selected statistical information
	A-162	Exchange rates
	A-163	Considerations for ADS holders
	A-169	Controls and procedures
	A-170	Sustainability
	A-171	Glossary

Macroeconomic context

Global contextii

The 2008 crisis in the global financial markets significantly affected the world economy. The crisis led to: (i) recession and higher unemployment in the world’s leading economies; (ii) a decrease in investment on a global scale; (iii) a decline in credit availability and liquidity; and (iv) a general decrease in the number of transactions in capital markets worldwide. The world economy, as well as the credit and capital markets, has recovered substantially since 2008. However, the overall condition of the global financial markets is still relatively fragile.

The world economy is recovering from the 2008 crisis, but global GDP growth is still below potential. As noted below, U.S. real GDP grew 2.4% in 2015 and is expected to expand at a rate of 2.6% in 2016 (according to the Federal Reserve Bank of Philadelphia’s Survey of Professional Forecasters). The Eurozone and Japan are still struggling to improve their modest economic growth rates. Meanwhile, growth in China is decelerating, and growth in other emerging markets has been slow.

In the Eurozone, growth resumed in the second quarter of 2013 and continued at a moderate pace through 2014 and 2015. More fundamentally, fiscal reforms have been implemented in European countries, and both confidence and financial conditions have improved when compared with recent years, creating conditions that support moderate growth. In January 2015, the European Central Bank (ECB) responded to falling inflation and inflation expectations by announcing a quantitative easing program (in addition to the interest rate cuts and other measures introduced in the second half of 2014) that included the purchasing of a target amount of €60 billion per month in assets, including government bonds. In December 2015, the minimum length of the quantitative easing program was extended by an additional 6 months, meaning that it will run through at least March 2017. In March 2016, the European Central Bank increased the purchasing of assets in an additional amount of €20 billion per month.

Given the unprecedented monetary policy measures implemented by developed countries since 2008, liquidity has been available for investment in emerging markets, which has in turn boosted asset prices in those markets. As the U.S. economy has continued its recovery and its outlook remains positive, the U.S. Federal Reserve has begun to raise interest rates, as announced at the Federal Open Market Committee December 2015 meeting. The U.S. Federal Reserve currently anticipates it may well be appropriate to continue gradually increasing the target range for interest rates.

Significant amounts of financial resources have been withdrawn from investments in the emerging markets and other high-yield investments in anticipation of the gradual monetary tightening that is likely to occur in years ahead. However, engineering a smooth withdrawal of funds from investments in emerging markets from a period of extraordinary liquidity remains a challenge for the years ahead. We believe that this transition is likely to be gradual, but may still result in more volatile asset prices in emerging markets and could affect our operational results.

U.S. real GDP grew 2.4% in 2015, according to U.S. Bureau of Economic Analysis advanced estimates, the same growth rate as in 2014. The economic expansion is expected to continue at a moderate pace in 2016 (according to the Survey of Professional Forecasters issued by the Federal Reserve Bank of Philadelphia), sustained by a solid domestic demand. Domestic demand should be supported by: (i) accommodative monetary and financial conditions; (ii) optimism among consumers and businesses, according to January 2016 survey data published by The Conference Board and the Institute for Supply Management, respectively; and (iii) a healthy labor market, with net job growth averaging 229,000 per month in 2015 and a decline in the U.S. unemployment rate to 5.0% in December 2015.

United States Job Creation – Nonfarm Payroll

(seasonally adjusted , thousands)

Source: Itaú Unibanco Holding and U.S. Bureau of Labor Statistics

China’s GDP increased 6.8% year over year in the fourth quarter of 2015, continuing its slowing trend. Chinese policymakers are showing signs of a renewed commitment to medium-term reforms to improve overall productivity, and appear willing to accept slower but more balanced GDP growth. This is expected to help the ongoing rebalance from investment led growth towards consumption and services growth, although some implementation risks remain. More balanced growth means that growth in demand for industrial metals may continue to decelerate more than overall economic growth.

Latin America context

In Latin America, the commodity-exporting economies continue to grow at a slower rate than they did over the previous decade, as lower commodity prices weigh down investment, confidence and national income. Mexico has not fully benefited from the recovery of the U.S. economy, and the drop in oil prices has been an obstacle to the implementation of energy reform in the country. Low oil prices have also hurt Colombia’s GDP growth. After growing by 4.6% in 2014, Colombia’s GDP grew by only 3.1% in 2015. A potential peace agreement with FARC leaders may improve the business environment in Colombia in the coming years. Low copper prices have had a negative effect on the Chilean economy. In 2015 Chile’s GDP grew by only 2.1%.

Due to weaker currencies, inflation has been high in most of the region, with a number of central banks raising policy rates despite slow economic growth. Furthermore, the economic slowdown and lower commodity-linked fiscal revenues have led some governments to cut expenditures.

Solid fundamentals built over the past decade have helped Chile, Colombia, Peru and Mexico to avoid recession.

The table below shows the real GDP growth rates in seven Latin American countries as of and for the years ended December 31, 2015, 2014, 2013, 2012 and 2011, except as otherwise indicated.

(1) IGA (Indice General de Actividad), a GDP proxy. Source: OJF (Orlando J. Ferreres & Asociados S.A.).

(2) Source:Banco Central de Chile.

(3) Source:Banco de la República.

(4) Source:Instituto Nacional de Estadística y Geografía.

(5) Source:Banco Central del Paraguay.

(6) Source:Banco Central de Reserva del Perú.

(7) Source:Banco Central de Uruguay.

Sluggish economic growth in developed countries and inflation and other issues in developing economies – particularly in Latin America – may have an impact on our future growth in Brazil and other places where we operate, and therefore, also on the results from our operations.

Brazilian context

As a Brazilian bank with most of our operations in Brazil, we are significantly affected by the economic, political and social conditions in the country. From 2004 to 2011, we benefited from Brazil’s generally stable economic environment, with average annual GDP growth of approximately 4.4%, which led to increased bank lending and deposits. However, Brazil’s GDP growth rate declined to 1.9% in 2012, 3.0% in 2013 and 0.1% in 2014, with last year’s economic slowdown partly reflecting a deceleration in potential growth. In 2015, GDP decreased by 3.8%.

GDP growth

(%)

Source: Itaú Unibanco Holding and IBGE.

In April 2013, the Central Bank initiated a monetary tightening cycle. The Central Bank gradually increased the benchmark interest rate payable to holders of securities issued by the Brazilian government and traded through the Special Clearing and Settlement System (Sistema Especial de Liquidação e Custódia, or Selic) from a low of 7.25% in March 2013 to a high of 14.25% in July 2015, with no further increases since then. The recent increase in interest rates has also triggered an increase in the reference interest rate (Taxa Referencial, or TR), which has risen from approximately 0.11% per month at the end of July 2014 to approximately 0.23% per month at the end of December 2015. Bank lending as a proportion of GDP increased to 54.2% in December 2015 from 53.1% in December 2014.

Selic

(nominal interest rate)

Source: Itaú Unibanco Holding and Central Bank

Bank Lending

(as % of GDP)

Source: Itaú Unibanco Holding and Central Bank

Inflation reached 10.7% in 2015, up from 6.4% in 2014. Government-regulated prices (such as electric power prices, water and sewage tariffs and fuel prices) increased by 18.1% in 2015 due to a decrease in government subsidies and higher taxes on some key regulated prices.

12-month IPCA inflation rate

Source: Itaú Unibanco Holding and IBGE

The monetary tightening cycle implemented by the Central Bank since April 2013 has affected domestic economic activity. If inflation persists or economic activity continues to decline, families income may keep decreasing in real terms. In 2015, real wages decreased by 3.7% compared with 2014, which could result in higher delinquency rates for loans in the Brazilian banking system. The non-performing rate for household loans has increased recently, rising from 3.7% in June 2015 to 4.2% in December 2015.

The Brazilian primary public budget result continued on a downward trend in 2015. Cuts in discretionary spending and tax hikes were insufficient to offset the drop in tax revenues and growth in mandatory expenditures. The Brazilian primary public budget balance ended the year at -1.9% of GDP (-0.9% excluding payment of delayed expenses), after a deficit of 0.6% of GDP in 2014. The decrease in the primary surplus, combined with the recent increase in the Brazilian government’s debt-financing costs, has added to the relative pressure on public debt. The outlook for 2016 remains challenging, given the trend of falling revenues and rising mandatory expenses will likely continue, since the fiscal adjustment program faces political challenges at the National Congress. Standard & Poor’s cited these challenges in explaining its decision to lower the rating of the Brazilian sovereign debt to below investment grade on September 9, 2015. Fitch also downgraded Brazil’s sovereign rating to non-investment grade on December 16, 2015. On February 25, 2016, Moody’s downgraded Brazil’s sovereign debt rating to non-investment grade.

In addition, Brazil has in recent years implemented a large number of regulatory changes, such as changes in reserve and capital requirements for financial institutions, as well as other macro-prudential policies, such as capital controls. Please refer to section Our Risk Management, item Regulatory Environment, Implementation of Basel III in Brazil and to section Performance, item Required Reserve Deposits with the Central Bank, for further information.

Outstanding loans provided by Brazilian financial institutions decreased in 2015 adjusted for inflation. Year-to-year total bank loans fell by 3.7% as of December 2015 in real terms, compared with an expansion of 4.6% as of December 2014. New loans decreased, in all sectors, by 11.1%, as of December 2015 compared with a decline of 1.1% in December 2014, both on an annualized basis. Non-performing household loans increased 0.5 p.p. to 4.2% as of December 2015 when compared with the same month in 2014. Non-performing loans to non-financial corporations have increased since January 2015, reaching 2.6% in December 2015, compared with 1.9% in December 2014.

The Brazilianreal has depreciated against the U.S. dollar, with the exchange rate reaching R$3.96 per US$1.00 as of December 31, 2015, compared with R$2.66 per US$1.00 as of December 31, 2014. The strengthening of the U.S. dollar against major currencies and the drop in commodity prices have been important drivers of the depreciation of the Brazilianreal in dollar terms. Economic and political uncertainties, as well as the downgrading of Brazil’s sovereign rating to speculative grade by Standard & Poor’s and Fitch, have affected the country’s foreign exchange market. In an attempt to contain excess volatility, the Central Bank intervened in the foreign exchange market through the sale of foreign exchange derivatives from January to March 2015 and in September 2015.

Following the Central Bank’s revision of its methodology for calculating Brazil’s external accounts in March 2015, Brazil’s current account deficit (the net balance from the trade of goods and services and international transfers) was 4.3% of GDP for December 2014. By December 2015 the deficit decreased to 3.3% of GDP. Brazil has maintained its external solvency, with US$369 billion in international reserves and US$335 billion in external debt as of December 2015.

General elections were held in Brazil in October 2014 to elect the president, senators and representatives for the National Congress, state governors and state legislatures. After failing to win a majority in a first round of voting, Dilma Rousseff was re-elected president of Brazil in a runoff. The next general elections will be in October 2018.

The table below shows real GDP growth, the inflation rate, exchange rate variation and interest rates in Brazil as of and for the years ended December 31, 2015, 2014, 2013, 2012 and 2011.

Nominal exchange rate

(R$/US$)

Source: Itaú Unibanco Holding and Central Bank.

Central Bank exchange rate swaps

(total outstanding, US$ billions)

Source: Itaú Unibanco Holding and Central Bank.

Context of Itaú Unibanco HoldingCertain Terms and Conventions

Message from the Chairman of the Board of Directors

Dear Stockholders,

In the last years, our institution was able to generate consistent results at levels that increasingly outdid the performance of previous records. In addition to the quality of our teams, workingAll references in an environment driven by a unique corporate culture and based on meritocracy, this development may be explained by strategic decisions proven right to the point, such as strong technology investments, our adequate appetite for risk in increasingly challenging scenarios, diversified sources of income, focus on service provision and a strong-willed search for higher management efficiency. Accordingly, Itaú Unibanco’s net income reached R$12.6 billion in 2012, R$16.4 billion in 2013, R$21.6 billion in 2014, and R$25.7 billion in 2015, thus showing that the strategies adopted were adequate, even under rather volatile macro-economic circumstances.

In spite of a substantial reduction in Brazil’s GDP in 2015 and a new massive fall expected for this year, we continue to invest and carry out changes in our bank to make it increasingly simpler, easier to understand and able to serve clients with quality and whenever they need it most. Accordingly, we expanded the number of digital branches and developed new channels for our millions of clients, such as applications and communications tools for the most diverse interfaces. Noteworthy is the opening of our new Data Center in 2015, a more energy efficient center able to increase our processing capacity 25-fold.

We also carried out significant advancements in connection with our institution’s corporate culture by revisiting our Way of Making it Happen, with the purpose of reinforcing attitudes that will be defining in the present moment of our history and ought to guide the actions of all of us in face of new arising challenges. Among other things, the attitudes of our Way of Making it Happen seek to establish high standards we must adopt in our relationships with clients, employees, stockholders, competitors, suppliers, governments and society in general. These attitudes reflect the way we intend to proceed towards our vision: being the leading bank in sustainable performance and client satisfaction.

Early 2015 we announced a significant change in our management structure, which is now composed of three general directors and two vice-presidents. In addition to making the organization ready for the succession process of our CEO, Mr. Roberto Setubal, with this new governance, our decision making became more standardized and expeditious, and we could create more synergy among teams, as well as improve the internal dialogue.

In the international front, noteworthy is the merger of Itaú Chile with Corpbanca on April 1^st, 2016, creating one of the most important financial institutions in Latin America. Itaú Corpbanca strengthens our credit portfolio in Chile from the 7^th to the 4^th position, and places us in the 5^th position in Colombia.

In 2015, we expanded our repurchases of preferred shares in the capital markets – and, in line with this, we canceled 100 million treasury shares, assuring stockholders an increased stake in the institution’s earnings per share. These repurchases are also important to optimize the bank’s use of capital and make shares available for our executive’s long-term compensation programs.

I invite everyone to know more about Itaú Unibanco by reading this report. Here we talk about our history, we present details of operations, strategies, results and corporate governance practices, sustainability and risk management, among other matters.

I wish you all a good reading.

Cordially,

Pedro Moreira Salles

Chairman of the Board of Directors

Message from the Chief Executive Officer

Dear reader,

The year 2015 was characterized by major challenges in the political and economic scenario. While we observed recovery movements in the economies of the United States and Euro Zone, the Brazilian GDP posted a reduction for the second consecutive year.

A few years ago we began to prepare for a less favorable scenario, adopting a strategy based on investments in technology, appetite for credit with lower risk profile, expansion of our capabilities as a provider of insurance, pension plan and premium bonds products and services, as well as discipline in the control over operating costs, and international expansion in Latin America.

These medium and long- term decisions enabled us to be a more efficient institution and less exposed to macroeconomic risks in Brazil. With discipline and focus on the implementation of this strategy, the trust of our clients and efforts of our employees, we were able to close another year with record results: our net income in 2015 reached R$25.7 billion, a 19.4% increase as compared to 2014. Our annualized recurring profitability on average stockholders’ equity was 24.8%. Earnings per share grew additionally 2.3% due to the repurchase, in 2015, of 1.9% of own shares issued.

Value added to the economy reached R$ 59.5 billion, a 7.6% increase in relation to the previous year, distributed among employees (30%), taxes (24%), reinvestment of profit (34%), stockholders (10%) and rents (2%). Our efficiency ratio, which represents the relation between the bank’s expenses and revenues, reached 44.0%, with improvement of 3 percentage points. The Basel ratio was 17.8%, above that required by the Central Bank of Brazil, showing soundness and capital availability. Our expanded total credit portfolio posted a 4.2% growth in 12 months, reaching R$ 548.5 billion.

The year 2015 was also characterized by our continuous work to become an increasingly Digital Bank, expanding the number of digital branches to 94, an addition of 63 in relation to 2014, and by the development of new channels for the client, such as applications and digital communication mechanisms. Last year, 67% of the transactions carried out in the bank, equivalent to 8.9 billion operations, originated from internet and mobile phones. In addition to this initiative, noteworthy are the opening of our new Data Center, more efficient in energy consumption, and that will increase by 25 times our processing capacity, and the reorganization of our Executive Committee, which expedited our decision making process.

In the international area, in the beginning of April of this year, we carried out the merger of Itaú Chile with Corpbanca, giving rise to Itaú Corpbanca. This operation significantly increases our presence in Latin America and represents an important step of our strategy to regionalize the bank. Currently, approximately 13.1% of our loans are made to clients in Latin America (excluding Brazil). During the next 2 to 3 years, we will be integrating these operations. The organization resulting from the merger will be one of the most robust financial institutions in Latin American, and it will be benefited by synergy gains, lower funding costs and a larger customer service network.

We expect once again a challenging scenario in 2016; thus, we will maintain our strategy of managing risks very carefully, keeping the high capitalization level of the bank, focusing on operations efficiency and services quality.

Good reading to you all.

Cordially,

Roberto Setubal 

Executive President & CEO

A bank made for people and, above all, by people

We have 91 years of history, we are the largest private bank in Latin America in terms of total assets, and we are present in 19 countries. In spite of becoming increasingly international, our roots are yellow and green. We were started by five people who dared to dream big. Five visionaries who were committed to the business, the country and, above all, to people. From the very beginning, we have always sought to think ahead and to promote positive changes in the lives of people. Therefore, we place our structure and our intellectual and technology skills at their service.

Back in 1960, when no one could imagine that technology would one day be an integral part of our lives, we were guided by the vision that technology would be the only way to keep us going on in an ever-changing world. We started up from the principle that technology would not only make the banking activity easier, but also that it would be at its core. Therefore, in 1970, Itaú built up one of the four largest data processing centers in Brazil. Still back in the 1970s, Unibanco was the first bank to adopt the IBM 3600 processing system. And so, with this emphasis on innovation we have proceeded, to go along with the world as it progressed.

Over the years, we have thought about and revised our solutions, our branches, our customer service model, and the way we work. We progressed by bringing the client into the core of our operation, working to strengthen the bank’s availability and the client’s experience. For instance, in 1983, we implemented the first ATM in Brazil, and, in 1991 we created the “Banco 30 Horas”, pioneering a service that made the bank available to clients around the clock, for 30 hours, six hours at the branches and the other 24 hours on the phone.

This is the way we have carried on until now, by looking ahead and focused on people. In 2015, we opened the most state-of-the-art data center of the banking sector. This infrastructure provides for our ongoing growth towards the next decade, by expanding our capacity to serve clients with more quality, speed and security. This is the basis we have built upon for the future.

Today over 67% of our operations are conducted via digital channels (internet and mobile banking). We expect it to grow even more by the end of 2016. This is a reflection of people’s behaviors. We are also increasingly getting ready to serve this new customer profile with excellence – the same excellence that has characterized us over our whole history.

The world is increasingly changing, faster and faster. Continuing to be alert to changes is an assumption of ours; nevertheless, thinking ahead of our time is what will ensure our relevance to people. We have the ongoing challenge to be the driving force to change society, to be agile and to prize excellence in our services and experience wherever people are and want to be. It is an integral part of our culture. We believe that it is good for us only if it is good for the client. We are people serving people. We are over 90 thousand people building up this bank every day, people who go beyond, who build up an increasingly relevant and changing bank for all those who have a relationship with Itaú Unibanco.

Business Strategy

Our Board of Directors is the body responsible for establishing the general guidelines of our business. Strategic decisions taken by our board of directors are supported by the Strategy Committee, which provides data and information about critical strategic matters. The Strategy Committee’s activities and responsibilities range from evaluating investment opportunities and budget guidelines to issuing opinions and recommendations in order to support the decisions of the Board of Directors. The Economic Scenarios Sub-Committee supplies macroeconomic data to the Strategy Committee, supporting its discussions. Please refer to section Our Governance, item Management Structure, Committees of the Board of Directors, Strategy Committee for further information.

Expand our operations in Brazil and abroad

We continue to examine potential business operations which would create additional value to our stockholders, in Brazil and abroad. In line with our Latin America expansion strategy, and with a vision to create value and sustainable performance in 2015, the merger between Itaú Chile and CorpBanca was approved by the respective stockholders' meetings as well as by the regulatory authorities in Chile, Brazil, Colombia and Panama. As provided in the amendment to the Transaction Agreement dated of June 2, 2015, the merger of Itaú Chile with and into CorpBanca occurred on April 1, 2016.

In March 2015, we entered into an agreement with MasterCard Brasil Soluções de Pagamento Ltda. to establish an alliance for a 20-year term, in the payment solutions market in Brazil. This alliance will operate a new electronic payments network through a company controlled by MasterCard, in which we will have certain veto and approval rights. This alliance is subject to approval by regulatory authorities in Brazil.

In August 2014, reaffirming our commitment to the Chilean market and the vision of being the largest private bank in the Latin American market, in furtherance of the joint venture agreement entered into in 2011 with Munita, Cruzat & Claro S.A. Corredores de Bolsa, a brokerage house, we obtained 100% of the ownership interest in MCC Securities Inc., an investment advisory financial services firm based in Chile.

In 2013, we carried out a series of transactions aimed at expanding our operations in Brazil. In December 2013, we concluded the acquisition of 100% of the shares of Banco Citicard S.A. and Citifinancial Promotora de Negócios S.A., for approximately R$2.8 billion in cash, including the “Credicard” brand. In Latin America, we acquired Citibank Uruguay on June 28, 2013, including both retail banking and credit card operations. In addition, in order to consolidate and expand our operations in Europe, in 2013 we completed the transfer of the central administration and registered offices of our corporate banking unit in Europe by means of a cross-border merger of Banco Itaú BBA International S.A., a bank headquartered in Portugal into Itau BBA International plc (formerly Itau BBA International Limited). Please refer to section Our Profile, item Our Business, Our International Business, Itau BBA International for further details about Itau BBA International’s business.

Focus on Non-Interest Income

We have continued to focus on the offer of new products and services which, we believe add value to our customers and, at the same time, allow us to increase our fee-based income. This increase is mainly due to an increased volume of account service packages and services. New subscriptions to current account service packages and the adjustment of services provided to our higher-income Uniclass clients and by our Itaú Empresas business unit also contributed to this growth.

In addition, we continue to focus on our insurance services by operating under the bancassurance model, with a focus on the sale of massive personal and property insurance services, largely provided through our retail banking. As part of this strategy, in October 2014 we announced the sale of our large risks operations to the ACE group and the early termination of operating agreements between Via Varejo S.A. and our subsidiary Itaú Seguros S.A. for the offer of extended warranty insurance in “Ponto Frio” and “Casas Bahia” stores.

Continue to improve efficiency

In 2010, we established an Efficiency Program aimed at identifying, implementing, and monitoring costs and revenues, in addition to promoting a strong culture of operational efficiency. In the years thereafter, we focused on increasing cost savings by reducing unnecessary costs, promoting the simplification and centralization of processes and job descriptions, promoting synergy gains and combining the management of certain business units.

In February 2015, we created the Technology and Operations executive area with the aim of optimizing our structure in order to sustain growth. This executive structure, will enable us to organize our operations in a simpler and more efficient manner. We are committed to improve processes, to streamline operations and to be more efficient in everything we do with the clear purpose of client satisfaction.

Throughout 2015, we increased the number of our digital branches in response to the profile of our customers, which includes an increasing demand for services through digital channels. The clients of our digital branches can be in contact with their relationship managers from 7:00 am to midnight, from Monday to Friday through a variety of digital channels. This allows us to strengthen our relationship with clients and improve the efficiency and profitability of our operations.

Maintain asset quality in our loan portfolio

We are constantly seeking to improve our models for risk management and our economic forecasts and scenario modeling. In the last three years, we focused on the improvement of our asset quality by increasing credit selectivity, by changing our loan portfolio mix, and prioritizing the offer of less risky products, such as real estate and payroll loans, reducing the origination of higher risk portfolios, such as vehicle loans.

Develop strong relationships with our clients based on client segmentation

We will continue to work on our client segmentation strategy in order to identify our clients’ needs and enhance our relationship with our client base, as well as to increase market penetration. We believe that our client segmentation tools and strategies provide us with an important competitive advantage developed over the course of more than 25 years. We aim to fulfill clients’ financial needs through a wide product portfolio by cross-selling banking and insurance products and making sales through a variety of channels. We are focused on delivering “best-in-class” client service, in order to maintain and increase client satisfaction and increase portfolio profitability.

In an effort to continuously improve our segmentation strategy, in 2015 we merged our Commercial Bank – Retail segment with our Consumer Credit – Retail segment and created the Retail Banking segment. We also migrated our Private Banking, Asset Management and Latin America Activities to our Wholesale segment. Please refer to section Performance, item Consolidated Financial Statements (IFRS), Note 34 – Segment Information, for further details.

Context of this report

This edition reflects structural and conceptual changes since our 2013 annual report, in a search for innovation, transparency, and efficiency in obtaining information and in the communication with the public of interest. This report unifies the content of our major annually released reports, such as the annual report on Form 20-F, the Annual Report, and the Offering Memorandum for the Medium-Term Note Program, or MTN Program. The annual report on Form 20-F, filed with the U.S. Securities and Exchange Commission, or SEC, has served as the reference for the content of this report.

The annual report describes our strategy, structure, activities and operations, using plain and straightforward language to be clear to all audiences who may consult this annual report.

The information presented is aligned with Pronouncement 13 of the Market Information Disclosure Steering Committee (Comitê deOrientação para Divulgação de Informações ao Mercado, or CODIM), a Brazilian joint initiative ofentities representing the capital markets, focused on improving transparency and information reporting in the Brazilian capital markets.

This annual report contains data from January 1 to December 31, 2015, presenting our corporate and business structure, governance and financial performance, among other matters. It also includes information on all entities subject to the significant influence or control of Itaú Unibanco Holding. Any potential changes or impacts on the data collected as a result of certain transactions, the acquisition or sale of assets, or any important change for the business is indicated throughout this report. The annual report is divided into the following sections: (i) Context, (ii) Our profile, (iii) Our governance, (iv) Our risk management, (v) Performance, and (vi) Attachments.

The audit of our financial statements in International Financial Reporting Standards as adopted by the International Accounting Standards Board, or IASB, is carried out by PricewaterhouseCoopers Auditores Independentes, or PwC.

Documents on display

We are subject to the informational requirements under the U.S. Securities Exchange Act of 1934, as amended, for foreign private issuers. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy reports and other information filed with the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.W., Washington D.C. 20549. Copies of the materials may be obtained by mail from the Public Reference Room of the SEC at 100 F Street, N.W., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. In addition, the SEC maintains an Internet website at www.sec.gov, from which you can electronically access those materials, including this annual report and the accompanying exhibits. We also file financial statements and other periodic reports with the CVM located at Rua Sete de Setembro, 111, Rio de Janeiro, Rio de Janeiro 20050-901, Brazil. The CVM maintains an Internet website at www.cvm.gov.br.

Copies of our annual report on Form 20-F will be available for inspection upon request to the Investor Relations department at our office at Praça Alfredo Egydio de Souza Aranha 100, Torre Conceição, 9º andar – São Paulo – SP – 04344-902 – Brazil.

Investors may receive a hard copy of this annual report, including our complete audited financial statements for the last fiscal year, free of charges, by requesting a copy from our Investor Relations department, by e-mail, at investor.relations@itau-unibanco.com.br, indicating their contact information and their complete mailing address. Comments and suggestions regarding this report may be sent to the same e-mail.

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