UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

OR

For the fiscal year ended December 31, 20182019

OR

OR

Commission FileNumber 001-15276

ITAÚ UNIBANCO HOLDINGItaú Unibanco Holding S.A.

(Exact Name of Registrant as Specified in its Charter)

ITAÚ UNIBANCO HOLDINGItaú Unibanco Holding S.A.

(Translation of Registrant’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

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 Facsimile number and Address of Company Contact Person)

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

*Not for trading purposes, but only in connection with the listing on the New York Stock Exchange of American Depositary Shares representing those Preferred Shares.

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

None

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

None

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

4,958,290,359 Common Shares, no par value per share

4,762,230,5634,787,311,404 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

☒ 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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

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

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

TABLE OF CONTENTS

i

i

ii

Certain Terms and Conventions

All references in this annual report to (i) “Itaú Unibanco Holding,” “Itaú Unibanco Group,” “we,” “us” or “our” are references to Itaú Unibanco Holding S.A. and its consolidated subsidiaries and affiliates, except where specified or differently required by the context; (ii) the “Brazilian government” are references to the federal government of the Federative Republic of Brazil, or Brazil; (iii) “preferred shares” are references to our authorized and outstanding preferred shares with no par value; and (iv) “common shares” are references to our authorized and outstanding common shares with no par value. All references to “ADSs” are to American Depositary Shares, each representing one preferred share, without par value. The ADSs are evidenced by American Depositary Receipts, or “ADRs,” issued by The Bank of New York Mellon, or BNY Mellon. All references herein to the “real,” “reais” or “R$” are to the Brazilianreal, the official currency of Brazil. All references to “US$,” “dollars” or “U.S. dollars” are to United States dollars.

Additionally, unless specified or the context indicates otherwise, the following definitions apply throughout this annual report:

Additionally, acronyms used repeatedly, defined and technical terms, specific market expressions and the full names of our main subsidiaries and other entities referenced in this annual report are explained or detailed in the section entitled “Glossary”.

Forward-Looking Statements

This annual report contains statements that are or may constitute forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or Exchange Act. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties and assumptions including, among other risks:

The words “believe”, “may”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar words are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in this annual report might not occur. Our actual results and performance could differ substantially from those anticipated in such forward-looking statements.

Presentation of Financial and Other Information

The information found in this annual report is accurate only as of the date of such information or as of the date of this annual report, as applicable. Our activities, our financial position and assets, the results of transactions and our prospects may have changed since that date.

Information contained in or accessible through our website or any other websites referenced herein does not form part of this annual report unless we specifically state that it is incorporated by reference and forms part of this annual report. All references in this annual report to websites are inactive textual references and are for information only.

Effect of Rounding

Certain amounts and percentages included in this annual report, including in the section of this annual report entitled “Item 5. Operating and Financial Review and Prospects” have been rounded for ease of presentation. Percentage figures included in this annual report have not been calculated in all cases on the basis of the rounded figures but on the basis of the original amounts prior to rounding. For this reason, certain percentage amounts in this annual report may vary from those obtained by performing the same calculations using the figures in the audited consolidated financial statements. Certain other amounts that appear in this annual report may not sum due to rounding.

Market and Industry Data

This annual report contains information, including statistical data, about certain markets and our competitive position. Except as otherwise indicated, this information is taken or derived from external sources. We indicate the name of the external source in each case where industry data is presented in this annual report. We cannot guarantee and we have not independently verified the accuracy of information taken from external sources, or that, in respect of internal estimates, a third party using different methods would obtain the same estimates as the estimates we present in this annual report.

About our Financial Information

The reference date for the quantitative information for balances found in this annual report is as of December 31, 20182019 and the reference date for results is the year ended December 31, 2018,2019, except where otherwise indicated.

Our fiscal year ends on December 31 and, in this annual report, any reference to any specific fiscal year is to the twelve-month period ended on December 31 of that year.

Our audited consolidated financial statements, included elsewhere in this annual report, are prepared in accordance with IFRS, as issued by the IASB. Unless otherwise stated all audited consolidated financial information related to the years ended December 31, 2019, 2018 2017 and 20162017 included in this annual report was prepared in accordance with IFRS. The consolidated financial information as of and for the years ended December 31, 2015 and 2014 has been derived from our historical financial statements, which are not included in this annual report, but was not restated for the retrospective application of IFRS 9 as our management cannot provide this financial information without unreasonable effort or expense.

We use accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank, or Brazilian GAAP, for our reports to Brazilian stockholders, filings with the CVM, and calculation of payments of dividends and tax liabilities.

The CMN establishes that financial institutions meeting certain criteria, such as us, are required to present audited consolidated financial statements in accordance with IFRS as issued by the IASB, in addition to financial statements under Brazilian GAAP.

Please see “Note 30 – Segment Information” to our audited consolidated financial statements for further details about the main differences between our management reporting systems and the audited consolidated financial statements prepared in accordance with IFRS.

Our audited consolidated financial statements as of December 31, 20182019 and 20172018 and for each of the years ended December 31, 2019, 2018 2017 and 20162017 were audited by PricewaterhouseCoopers Auditores Independentes, or PwC, independent auditors, as stated in its audit report contained in this Form20-F.

Please see “Note 2 – Significant Accounting Policies” to our audited consolidated financial statements for further details about the significant accounting policies applied in the preparation of our audited consolidated financial statements in accordance with IFRS.

PART 1

Not applicable.

Not applicable.

ITEM 3.

KEY INFORMATION

We present below our selected financial data derived from our audited consolidated financial statements as of December 31, 2019 and 2018 and for each of the three years in the period then ended December 31, 2018, 2017 and 2016 which have been prepared in accordance with IFRS as issued by IASB. The audited consolidated financial data as of and for the yearsyear ended December 31, 20152016 and 20142015 has been derived from our accounting records. The historical financial statements, which are not included herein, butinformation as of and for the year ended December 31, 2015 was not restated for the retrospective application of IFRS 9 as our management cannot provide this financial information without unreasonable effort or expense.

The following selected financial data should be read together with “Presentation of Financial and Other Information,” “Item 4B. Business Overview—Selected Statistical Information” and “Item 5. Operating and Financial Review and Prospects”.

Assets(1)		As of December 31,								Variation
		2015				2014				2015-2014				%
			(In millions of R$, except percentages)
Cash and deposits on demand			18,544				17,527				1,017				5.8
Central Bank compulsory deposits			66,556				63,106				3,450				5.5
Interbank deposits			30,525				23,081				7,444				32.3
Securities purchased under agreements to resell			254,404				208,918				45,486				21.8
Financial assets held for trading			164,311				132,944				31,367				23.6
Financial assets designated at fair value through profit or loss			642				733				(91	)			(12.4	)
Derivatives			26,755				14,156				12,599				89.0
Available-for-sale financial assets			86,045				78,360				7,685				9.8
Held-to-maturity financial assets			42,185				34,434				7,751				22.5
Loan operations and lease operations portfolio, net			447,404				430,039				17,365				4.0
Loan operations and lease operations portfolio			474,248				452,431				21,817				4.8
(-) Allowance for loan and lease losses			(26,844	)			(22,392	)			(4,452	)			19.9
Other financial assets			53,506				53,649				(143	)			(0.3	)
Investments in associates and joint ventures			4,399				4,090				309				7.6
Goodwill			2,057				1,961				96				4.9
Fixed assets, net			8,541				8,711				(170	)			(2.0	)
Intangible assets, net			6,295				6,134				161				2.6
Tax assets			52,149				35,243				16,906				48.0
Assets held for sale			486				196				290				148.0
Other assets			11,611				13,921				(2,310	)			(16.6	)
Total assets			1,276,415				1,127,203				149,212				13.2

		As of December 31,
Assets		2015(1)
Cash and deposits on demand			18,544
Central Bank compulsory deposits			66,556
Interbank deposits			30,525
Securities purchased under agreements to resell			254,404
Financial assets held for trading			164,311
Financial assets designated at fair value through profit or loss			642
Derivatives			26,755
Available-for-sale financial assets			86,045
Held-to-maturity financial assets			42,185
Loan operations and lease operations portfolio, net			447,404
Loan operations and lease operations portfolio			474,248
(-) Allowance for loan and lease losses			(26,844	)
Other financial assets			53,506
Investments in associates and joint ventures			4,399
Goodwill			2,057
Fixed assets, net			8,541
Intangible assets, net			6,295
Tax assets			52,149
Assets held for sale			486
Other assets			11,611
Total assets			1,276,415

		As of December 31,								Variation
Liabilities(1)		2015				2014				2015-2014				%
		(In millions of R$, except percentages)
Deposits			292,610				294,773				(2,163	)			(0.7	)
Securities sold under repurchase agreements			336,643				288,683				47,960				16.6
Financial liabilities held for trading			412				520				(108	)			(20.8	)
Derivatives			31,071				17,350				13,721				79.1
Interbank market debt			156,886				122,586				34,300				28.0
Institutional market debt			93,918				73,242				20,676				28.2
Other financial liabilities			68,715				71,492				(2,777	)			(3.9	)
Reserves for insurance and private pension			129,305				109,778				19,527				17.8
Liabilities for capitalization plans			3,044				3,010				34				1.1
Provisions			18,994				17,027				1,967				11.6
Tax liabilities			4,971				4,465				506				11.3
Other liabilities			25,787				23,660				2,127				9.0
Total liabilities			1,162,356				1,026,586				135,770				13.2
Capital			85,148				75,000				10,148				13.5
Treasury shares			(4,353	)			(1,328	)			(3,025	)			227.8
Additional paid-in capital			1,733				1,508				225				14.9
Appropriated reserves			10,067				8,210				1,857				22.6
Unappropriated reserves			20,947				16,301				4,646				28.5
Cumulative other comprehensive income			(1,290	)			(431	)			(859	)			199.3
Total stockholders’ equity attributed to the owners of the parent company			112,252				99,260				12,992				13.1
Non-controlling interests			1,807				1,357				450				33.2
Total stockholders’ equity			114,059				100,617				13,442				13.4
Total liabilities and stockholders’ equity			1,276,415				1,127,203				149,212				13.2

		As of December 31,
Liabilities		2015(1)
Deposits			292,610
Securities sold under repurchase agreements			336,643
Financial liabilities held for trading			412
Derivatives			31,071
Interbank market debt			156,886
Institutional market debt			93,918
Other financial liabilities			68,715
Reserves for insurance and private pension			129,305
Liabilities for capitalization plans			3,044
Provisions			18,994
Tax liabilities			4,971
Other liabilities			25,787
Total liabilities			1,162,356
Capital			85,148
Treasury shares			(4,353	)
Additionalpaid-in capital			1,733
Appropriated reserves			10,067
Unappropriated reserves			20,947
Cumulative other comprehensive income			(1,290	)
Total stockholders’ equity attributed to the owners of the parent company			112,252
Non-controlling interests			1,807
Total stockholders’ equity			114,059
Total liabilities and stockholders’ equity			1,276,415

Statement of Income		For the Year Ended December 31,
		2015(1)
Banking Product			92,011
Losses on Loans and Claims			(21,335	)
Banking Product Net of Losses on Loans and Claims			70,676
General and Administrative Expenses			(47,626	)
Tax Expenses			(5,405	)
Share of profit or (loss) in associates and joint ventures			620
Current Income Tax and Social Contribution			(8,965	)
Deferred Income Tax and Social Contribution			16,856
Net Income			26,156
Net Income Attributable to Owners of the Parent Company			25,740
Net Income Attributable to Non-Controlling Interests			416

Statement of Income(*)		For the Year Ended December 31,								Variation
		2015				2014				2015-2014				%
		(In millions of R$, except percentages)
Banking Product			92,011				91,657				354				0.4
Losses on Loans and Claims			(21,335	)			(15,801	)			(5,534	)			35.0
Banking Product Net of Losses on Loans and Claims			70,676				75,856				(5,180	)			(6.8	)
General and Administrative Expenses			(47,626	)			(42,550	)			(5,076	)			11.9
Tax Expenses			(5,405	)			(5,063	)			(342	)			6.8
Share of profit or (loss) in associates and joint ventures			620				565				55				9.7
Current Income Tax and Social Contribution			(8,965	)			(7,209	)			(1,756	)			24.4
Deferred Income Tax and Social Contribution			16,856				262				16,594				6,333.6
Net Income			26,156				21,861				4,295				19.6
Net Income Attributable to Owners of the Parent Company			25,740				21,555				4,185				19.4
Net Income Attributable to Non-Controlling Interests			416				306				110				35.9