6-K 1 BSBR_brgaap_9M19.htm BSBR_brgaap_9M19

 

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 September, 2019


 

Commission File Number: 001-34476

 

BANCO SANTANDER (BRASIL) S.A.

(Exact name of registrant as specified in its charter)

 

Avenida Presidente Juscelino Kubitschek, 2041 and 2235
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil

 

(Address of principal executive office)

 

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

 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 

Yes _______ No ___X____

 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 

Yes _______ No ___X____

 Indicate by check mark whether by furnishing the information contained in this Form, the Registrant 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____

 If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A


 


(Free Translation into English from the Original Previously Issued in Portuguese)

graphic_image001.jpg

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

SUMMARY OF FINANCIAL STATEMENTS

graphic_image002.gif

 

 

 

 

 

 

Performance Review

Independent Auditor’s Report

Financial Statements

Balance Sheets

Income Statements

Statements of Changes in Stockholders' Equity – Bank

Statements of Changes in Stockholders' Equity - Consolidated

Cash Flows Statements

Statements of Value Added

Notes to the Financial Statements

1.General Information28

2.Presentation of Financial Statements28

3.Significant Accounting Policies29

4.Cash and Cash Equivalents38

5.Interbank Investments38

6.Securities and Derivatives Financial Instruments40

7.Interbank Accounts51

8.Loan Portfolio and Allowance for Loan Losses51

9.Foreign Exchange Portfolio56

10.Securities Trading and Brokerage57

11.Deferred Taxes57

12.Other Receivables - Other 59

13.Dependences Information and Foreign Subsidiary59

14.Investments in Affiliates and Subsidiaries62

15.Fixed Assets66

16.Intangibles66

17.Funding and Borrowings and Onlendings67

18.Tax and Social Security69

19.Subordinated Debts70

20.Debt Instruments Eligible to Compose Capital 71

21.Other Payables – Other 71

22.Provisions, Contingent Assets and Liabilities and Legal Obligations - Tax and Social Security72

23.Stockholders’ Equity76

24.Operational Ratios78

25.Related Parties78

26.Income from Services Rendered and Banking Fees86

27.Personnel Expenses86

28.Other Administrative Expenses86

29.Tax Expenses87

30.Other Operating Income87

31.Other Operating Expenses87

32.Non-Operating Income87

33.Income Tax and Social Contribution88

34.Employee Benefit Plans - Post-Employment Benefits88

35.Non-Current Assets Held for Sale96

36.Risk Management Structure96

37.Corporate Restructuring98

38.Subsequent Event 99

39.Other Information100

Executive’s Report of Financial Statements

Executive’s Report of Independent Auditors' Report


 


(Free Translation into English from the Original Previously Issued in Portuguese)

495_904_FA_SANTANDER_PV_POS_RGB

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

PERFORMANCE REVIEW

graphic_image004.gifIn thousands of Brazilian Real - R$, unless otherwise stated                                                                                              

 

Dear Stockholders:

We present the Management Report to Individual and Consolidated Financial Statements of Banco Santander (Brasil) S.A. (Banco Santander or Bank) related to the period ended September 30, 2019, prepared in accordance with accounting practices set by Brazilian Corporate Law, the standards of the National Monetary Council (CMN), the Central Bank of Brazil (Bacen) and document template provided by the Accounting National Financial System Institutions (Cosif) and the Brazilian Exchange Commission (CVM), that does not conflict with the rules issued by Bacen.

The Interim Condensed Consolidated Financial Statements in accordance with the International Accounting Standards Board (IASB) for the period ended September 30, 2019, will be disclosed simultaneously, on the website www.santander.com.br/ri.

1) Macroeconomic Environment 

The Banco Santander considers that many significant events materialized in the third quarter on both the international front, the resumption of the European Central Bank's public and private bond purchase program and the double lowering of the basic interest rate promoted by the US monetary authority and unclear FED interventions in the provision of liquidity to the banking system (REPOs). Abroad, the Bank also witnessed the further rise in the degree of tension in trade relations between China and the United States, the worsening of the impasse over British dealings to complete their process of leaving the European Union and the consummation of a terrorist attack on Saudi oil refining facilities that caused a resurgence in geopolitical tensions between the US and Iranian governments. In Latin America, the wide margin victory won in the Argentine primary elections by the opposition plaque was also an important event in Santander's view.

In the country, together with the continuing progress of discussions on important structural reforms - the reform of the Brazilian social security system that was concluded in the Senate, the Bank saw the government present a stimulus measure to the economy based on the release of resources from the so-called Fund Warranty (FGTS). There was continuing debate about changes in both the tax system, with apparent abandonment of the proposed creation of a transaction tax, as well as the reduction of Brazilian budgetary rigidity.

In the end, in Santander's view, the combined result of so many relevant events turned out to be favorable to asset prices in the third quarter, except for the exchange rate that ended the period higher than that observed at the end of the second quarter - R$4,16/US$ in September versus R$3.85/US$ in June 2019 - in the wake of the major influence of international events. On the other hand, the Bank witnessed the stock market performing well with the Bovespa index having advanced to 104,745.3 points from 100,967.2 points in the same previous comparison - a sign that developments in the domestic environment seem to support an improvement in economic performance ahead.

Santander believes that the reduction in the level of Brazilian credit risk indicated greater confidence regarding the materialization of new structural reforms that could guarantee the sustainability of the Brazilian public debt. While the Bank observed the credit default swap - known as the CDS - for the five-year period ending the second quarter at 150 basis points, this same credit risk measure ended September at 136 basis points - the lowest quarter since the end of 2012. That is, although the Bank recognizes the greater influence of international events on exchange rate dynamics, Santander believes that domestic events could lead to a reversal of the exchange rate devaluation movement and end the year 2019 at the level of $4.00/US$.

In addition, the Bank also considers that the resumption of the process of lowering the basic interest rate promoted by the Central Bank of Brazil in the third quarter is further evidence supporting this view that the country is currently undergoing structural changes that will make it possible to grow again faster and without inflationary pressures. In fact, as economic agents' inflation expectations for the coming years remained anchored to the targets set by the National Monetary Council, the national monetary authority not only reduced the Selic rate target by 6.50% a.a. to 5.50% a.a., as pointed out that there is still room for further reductions - should this very favorable inflationary environment materialize. Given that Santander's projections for the 2019 and 2020 inflation results - 3.4% and 3.5%, respectively - indicate results well below the targets set for these same years - 4.25% and 4, 00%, respectively - the Bank projects that the Selic rate could reach the historical minimum level of 4.50% pa and remain at this level throughout 2020.

Although with significant progress towards approval of the welfare reform, business confidence remained virtually unchanged (0.4%) in the period, while consumer confidence improved from current conditions (+3.4), especially after announcement of FGTS releases. The GDP data that were published in the period - although referring to economic performance in the second quarter - ended up positively surprising by revealing 0.4% seasonally adjusted growth compared to the 0.1% contraction observed in the first quarter. More important than reversing the decline seen in the previous release, the advance seen in the second quarter appears to have consolidated the way for Santander's forecast of 0.8% for 2019 and 1.6% for 2020 to materialize.


 

2) Performance                                                                                                                                                                              

2.1) Corporate Net Income

CONSOLIDATED INCOME STATEMENTS
(R$ Millions)

9M19

9M18

annual changes%

3Q19

2Q19

quarter changes %

Financial Income

67,552.4 

59,664.3 

13.2 

28,080.4 

18,438.2 

52.3 

Financial Expenses

(44,120.6) 

(42,349.5) 

4.2 

(22,252.9) 

(9,037.1) 

146.2 

Gross Profit From Financial Operations (a)

23,431.8 

17,314.8 

35.3 

5,827.6 

9,401.1 

-38.0 

Other Operating (Expenses) Income (b)

(9,163.2) 

(8,600.6) 

6.5 

(2,938.4) 

(3,373.3) 

-12.9 

Operating Income

14,268.6 

8,714.2 

63.7 

2,889.2 

6,027.9 

-52.1 

Non-Operating Income

(92.5) 

33.5 

-376.5 

18.9 

(111.9) 

-116.9 

Income Before Taxes on Income and Profit Sharing

14,176.0 

8,747.7 

62.1 

2,908.1 

5,916.0 

-50.8 

Income Tax and Social Contribution (a)

(2,077.4) 

1,696.0 

-222.5 

1,259.0 

(1,960.3) 

-164.2 

Profit Sharing

(1,395.2) 

(1,352.3) 

3.2 

(469.9) 

(456.8) 

2.9 

Non-Controlling Interest

(270.6) 

(260.7) 

3.8 

(89.4) 

(89.1) 

0.3 

Consolidated Net Income

10,432.9 

8,830.6 

18.1 

3,607.7 

3,409.8 

5.8 


For a better understanding of the results in BRGAAP, below is the Gross Profit from Financial Operations, disregarding the hedge effect:

ADJUSTED GROSS PROFIT FROM FINANCIAL OPERATIONS
(R$ Million)

9M19

9M18

annual changes%

3Q19

2Q19

quarter changes %

Gross Profit From Financial Operations

23,431.8 

17,314.8 

35.3 

6,381.4 

9,056.5 

-29.5 

Income Tax and Social Contribution (hedge)

2,411.7 

7,005.0 

-65.6 

2,779.4 

(520.5) 

-634.0 

Adjusted Gross Profit From Financial Operations

25,843.5 

24,319.8 

6.3 

9,160.8 

8,536.0 

7.3 

 

INCOME TAX AND SOCIAL CONTRIBUITION
(R$ Million)

9M19

9M18

annual changes%

3Q19

2Q19

quarter changes %

Income Tax and Social Contribution

(2,077.4) 

1,696.0 

-222.5 

1,259.0 

(4,712.5) 

-126.7 

Income Tax and Social Contribution (hedge)

(2,411.7) 

(7,005.0) 

-65.6 

(2,779.4) 

520.5 

-634.0 

Adjusted Income Tax and Social Contribution

(4,489.1)

(5,309.0)

-15.4 

(1,520.4)

(1,439.8)

5.6 

(1)  The variation, after the effects of the hedge, refers mainly to the higher volume of Interest on Own Capital deliberated and the change in the CSLL rate from 20% to 15%.


a) Foreign Exchange Hedge of the Grand Cayman and Luxembourg Branches and the Subsidiary Santander Brasil EFC         

Banco Santander operates branches in the Cayman Islands and Luxembourg and the subsidiary Santander Brasil Establecimiento Financiero de Credito, EFC, or “Santander Brasil EFC” which are used, mainly, to raise funds in the capital and financial foreign markets, providing credit lines that are extended to clients for trade-related financings and working capital. To protect the exposures to foreign exchange rate variations, the Bank uses derivatives. According to Brazilian tax rules, the gains or losses resulting from the impact of appreciation or depreciation of the local currency (Real) in foreign investments are nontaxable to PIS/Cofins/IR/CSLL, while gains or losses from derivatives used as hedges are taxable or deductible. The purpose of these derivatives is to protect the after-tax net income.                                              

The different tax treatment of such foreign exchange rate differences results in a volatility on the operational earnings or losses and on the gross revenue tax expense  (PIS/Cofins) and income taxes (IR/CSLL), considering the negative exchange variation of 7% and 2.3% for Dollar and Euro, respectively (2018 - 17% and 15%), as demonstrated below:

FOREIGN EXCHANGE HEDGE OF THE GRAND CAYMAN AND LUXEMBOURG BRANCHS
AND THE SUBSIDIARY SANTANDER BRASIL EFC
(R$ Million)

9M19

9M18

annual changes%

3Q19

2Q19

quarter changes %

Exchange Variation - Profit From Financial Operations

3,525.9 

8,376.2 

-57.9 

4,080.4 

(780.0) 

-623.1 

Derivative Financial Instruments - Profit From Financial Operations

(5,994.8) 

(15,787.6) 

-62.0 

(6,961.9) 

1,363.9 

-610.4 

Income Tax and Social Contribution

2,411.7 

7,005.0 

-65.6 

2,779.4 

(520.5) 

-634.0 

PIS/Cofins - Tax Expenses

57.2 

406.5 

-85.9 

102.2 

(63.4) 

-261.2 



 

 

b) Other Operating (Expenses) Income                                                                                                   

Income from Services Rendered and Banking Fees - The highlights are: (a) Current Account Services, up 15.4% over the same period of the previous year, driven by the growth in the active customer base and higher loyalty; (b) Insurance Commissions, up 14.9% over the same period of the previous year, partially benefited by the evolution of the loan portfolio; and (c) Placement of Securities, Custody and Brokerage, an increase of 94.8% over the same period of the previous year, due to the higher activity with capital markets.

Income from Services Rendered and Banking Fees
(R$ Millions)

9M19

9M18

annual changes%

3Q19

2Q19

quarter changes %

Asset Management

807.7 

757.7 

6.6 

291.3 

265.6 

9.7 

Checking Account Services

2,855.8 

2,474.9 

15.4 

995.1 

951.2 

4.6 

Lending Operations and Income from Guarantees Provided

1,016.0 

1,080.8 

-6.0 

350.4 

341.3 

2.7 

   Lending Operations

603.2 

616.2 

-2.1 

212.3 

201.3 

5.4 

   Income Guarantees Provided

412.9 

464.6 

-11.1 

138.2 

140.0 

-1.3 

Insurance Fees

2,285.4 

1,989.2 

14.9 

771.2 

775.0 

-0.5 

Cards (Debit and Credit) and Acquiring Services

4,548.4 

4,154.6 

9.5 

1,462.0 

1,477.5 

-1.0 

Collection

1,133.8 

1,119.9 

1.2 

381.2 

377.2 

1.1 

Brokerage, Custody and Placement of Securities

913.7 

469.1 

94.8 

317.2 

362.2 

-12.4 

Others

460.3 

502.8 

-8.5 

181.9 

149.4 

21.8 

Total

14,021.0 

12,549.1 

11.7 

4,750.2 

4,699.4 

1.1 


General Expenses
- Total expenses, which include expenses with personnel, other administrative expenses and expenses with profit sharing, excluding the effects of goodwill amortization, increased by 5.1%, and personnel expenses and profit sharing, increased by 1.2% and other administrative expenses increased by 8.6%. Variations in administrative expenses are mainly due to business growth and the main variations were in data processing expenses, to support the transaction volume of clients and specialized and third-party technical services, mostly directed to the hiring of services of technology in corporate projects.

General Expenses
(R$ Millions)

9M19

9M18

annual changes%

3Q19

2Q19

quarter changes %

Personnel Expenses

(7,047.3) 

(6,962.7) 

1.2 

(4,728.3) 

(2,312.1) 

104.5 

Other Administrative Expenses, excluding the effects of goodwill amortization

(8,513.4) 

(7,836.7) 

8.6 

(5,729.9) 

(2,901.6) 

97.5 

General Expenses, excluding the effects of goodwill amortization

(15,560.8)

(14,799.4)

5.1 

(10,458.3)

(5,213.7)

100.6 

 

Additionally, the Other Operating (Expenses) Income line is also mainly comprised of Operating Provision Expenses and Credit Card Expenses, mainly represented by credit card transactions and loyalty programs, see Note 31 - Other Operating Expenses.

2.2) Assets and Liabilities

CONSOLIDATED BALANCE SHEETS
(R$ Millions)

Sep/19

Dec/18

sep/19 vs. dec/18 changes  %

Current and Long-Term Assets

825,938.2 

794,664.0 

3.9 

Permanent Assets

12,794.5 

11,155.3 

14.7 

TOTAL ASSETS

838,732.7 

805,819.3 

4.1 

Current and Long-Term Liabilities

762,963.5 

738,178.6 

3.4 

Deferred Income

277.2 

337.0 

-17.8 

Non-Controlling Interest

1,808.9 

2,069.9 

-12.6 

Stockholders' Equity

73,683.1 

65,233.7 

13.0 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

838,732.7 

805,819.3 

4.1 

 

Total assets are mainly represented:

 

(R$ Millions)

Sep/19

Dec/18

sep/19 vs. dec/18 changes  %

Loan Portfolio

331,601.1 

305,259.7 

8.6 

Securities and Derivative Financial Instruments (1)

213,168.5 

194,464.7 

9.6 

Interbank Investments

36,193.2 

56,812.2 

-36.3 

Interbank Accounts

92,671.0 

92,442.6 

0.2 

(1) Given the provisions of Circular Bacen 3,068/2001, Banco Santander has the financial capacity and intention to hold to maturity, securities classified as held-to-maturity, in the amount of R$11,661.4 million on September 30, 2019 (12/31/2018 - R$11,256.3 million).

 

2.3) Loan Portfolio

MANAGEMENT DISCLOSURE OF LOAN PORTFOLIO BY SEGMENT
(R$ Million)

Sep/19

Dec/18

sep/19 vs. dec/18 changes  %

Individuals (1)

147,876.4 

132,564.9 

11.6 

Consumer Finance

55,132.7 

50,066.4 

10.1 

Individuals (1)

48,274.2 

43,785.4 

10.3 

Corporate

6,858.5 

6,281.0 

9.2 

Small and Medium-sized Entities

38,667.3 

35,770.0 

8.1 

Large-sized Entity

89,924.7 

86,858.4 

3.5 

Total Loan portfolio (gross)

331,601.1 

305,259.7 

8.6 

Other Operations with Credit Risk

77,085.4 

81,476.1 

-5.4 

Total Extended Portfolio (gross)

408,686.5 

386,735.8 

5.7 

Allowance for Loan Losses (2)

(18,241.1) 

(18,789.1) 

-2.9 

Total Loan portfolio (net)

390,445.4 

367,946.7 

6.1 

(1) Including the loans to individual in the consumer finance segment, the individual portfolio reached R$196,150.6 on September 30, 2019 (12/31/2018 – R$176,350.3).

(2) In addition to the provision for loans, also includes debentures, FIDC, CRI, promissory notes, promissory notes for placement abroad, assets related to acquiring activities and sureties and sureties.

 

On September 30, 2019, the main highlights were the following segments: (a) Individuals, with an increase of 11.6% compared to December 31, 2018, mainly influenced by the growth of payroll-deductible credit, credit card and real estate credit products; and (b) Consumer Financing, an increase of 10.1% compared to December 31, 2018. The growth of this portfolio is the result of the improvement of innovative solutions that have been implemented over the last months. In addition, the performance is still supported by the + Negócios platform, which operates in the vehicle segment.

Delinquency                                                                                                                                                                                    

The over-90 delinquency ratio reached 3.0% of the total credit portfolio on September 30, 2019, 0.1% above in relation to December 31, 2018 (3.1%). The ratio remains at a controlled level, as a result of the risk management and assertive models of Banco Santander. This performance is the result of the preventive risk management and assertiveness of Banco Santander's models. Both contribute to the indicators remaining at controlled levels.                              

Allowance for loan losses represents 5.5% of the loan portfolio on September 30, 2019, 6.4% on December 31, 2018.

The allowance for loan losses expenses, net of revenues with recovery of loans previously written off for the period ended on September 30, 2019 is R$ R$8,090.0 million and R$ R$7,817.2 million in 2018, increasing 3.5%.                      

2.4) Funding by Customers

FUNDING BY CUSTOMERS
(R$ Millions)

Sep/19

Dec/18

sep/19 vs. dec/18 changes  %

Demand Deposits

22,190.9 

18,831.6 

17.8 

Saving Deposits

47,340.7 

46,068.3 

2.8 

Time Deposits

185,361.3 

184,098.3 

0.7 

Debentures/LCI/LCA/LIG (1)

50,197.8 

46,366.1 

8.3 

Treasury Bills/Structured Operations Certificates

37,667.0 

36,889.3 

2.1 

Total Funding

342,757.7 

332,253.6 

3.2 

(1)  Debentures repurchase agreement, Real Estate Credit Notes (LCI), Agribusiness Credit Notes (LCA) and Guaranteed Real State Credit Notes (LIG).

2.5) Issuance of Debt Instruments Eligible to Compose Capital

On November 5, 2018, the Board of Directors approved the redemption of Level I and Level II Notes issued on January 29, 2014, in the total amount of US $ 2.5 billion. The repurchase was approved by the Central Bank on December 18, 2018.

In conjunction with the approval of the redemption of the previous notes, the Board of Directors approved the issuance of the equity instruments, which was held on November 8, 2018. Such issuance took the form of notes issued abroad, in US dollars, in the amount of US$2.5 billion, for payment in Level I and Level II of Reference Equity. The offering of these Notes was made outside of Brazil and the United States of America, for non-US Persons, based on Regulation S under the Securities Act, and was fully paid in by Santander España, controlling shareholder of Banco Santander Brasil.

On December 18, 2018, the Bank issued an approval for the Notes to comprise Level I and Level II of Banco Santander's Reference Equity as of such date. This approval led to the reclassification of these instruments from the line of Eligible Debt Instruments to Capital for Subordinated Debts.

Details of the balance of Debt Instruments Eligible to Compose Capital referred to the issuance of equity instruments for the composition of Tier I and Tier II of Regulatory Capital due to the Capital Optimization Plan are as follows:         

Debt Instruments Eligible to Compose Capital

sepf-19

 

dec-18

Specific features

Tier I

Tier II

Tier I (1)

Tier II (1)

Issuance

nov/18

nov/18

jan/14

jan/14

Amount (Million)

$1.250 

$1.250 

$3.000 

$3.000 

Interest Rate (p.a.) (2)

7,250% 

6,125% 

7,375% 

6,000% 

Maturity

No Maturity

(Perpetual)

nov/28

No Maturity (Perpetual)

jan/24

Periodicity of
Payment

semiannually, as of May 8, 2019

semiannually, as of May 8, 2019

quarterly, as of April 29, 2014

semiannually, as of July 29, 2014

(1)  Notes repurchased in 2019; As authorized by Bacen on December 17, 2018, as of the date of their issuance, Level I and II of PR must be excluded.

(2)  The debts of January 2014 were made by Banco Santander in Brazil, therefore, as Income Tax at source assumed by the issuer, in the form of a corresponding exchange rate, is 8.676% and 7.059% for the instruments Level I and Level II, respectively. The emissions generated from November 2018 were made through the Cayman Agency and, consequently, there is no incidence of Income Tax at Source.

 

Notes have the following common characteristics:

(a) Unit value of at least US$150 thousand and in integral multiples of US$1 thousand in excess of such minimum value

(b) The Notes may be repurchased or redeemed by Banco Santander after the fifth anniversary as of the date of issue of the Notes, at the sole discretion of the Bank or as a result of changes in the tax legislation applicable to the Notes; or at any time, due to the occurrence of certain regulatory events.

2.6) Stockholders’ Equity                                                                                                                                                            

On September 30, 2019, Banco Santander consolidated stockholders’ equity presented an increase of 13.0% compared to December 31, 2018.                                                                                                                                                                           

The variation in the Stockholders' Equity balance between September 30, 2019 and 2018 was, mainly, due to the positive variation of the asset valuation adjustment (securities and derivative financial instruments) in the amount of R$2,036.9 million and the net income for the period in the amount of R$10,432.9 million and reduced, mainly, by the established of Interest on Capital in the amount of R$3 billion and negative R$800 million of the Employee Benefit Plans.

Treasury Shares                                                                                                                                                                            

In the meeting held on November 1, 2018, the Bank’s Board of Directors approved, in continuation of the buyback program that expired on November 1, 2017, the buyback program of its Units and ADRs, by the Bank or its agency in Cayman, to be held in treasury or subsequently sold.                                                            

The Buyback Program will cover the acquisition up to 37,753,760 Units, representing 37,753,760 common shares and 37,753,760 preferred shares, or the ADRs, which, on December 31, 2018, corresponded to approximately 1% of the Bank’s share capital. On December 31, 2018, the Bank held 362,227,661 common shares and 390,032,076 preferred shares being traded.                                                                 

The Buyback has the purpose to (1) maximize the value creation to stockholders by means of an efficient capital structure management; and (2) enable the payment of officers, management level employees and others Bank’s employees and companies under its control, according to the Long Term Incentive Plans. The term of the Buyback Program is 12 months counted from November 6, 2018, and will expire on November 5, 2019.

Sep/19

Dec/18

Quantity

Quantity

Units

Units

Treasury shares at beginning of the period

13,317 

1,773 

Shares Acquisitions

5,608 

15,816 

Payment - Share-based compensation

(3,081) 

(4,272) 

Treasury shares at end of the period

15,844 

13,317 

Subtotal - Treasury Shares in thousands of reais

$638,789 

$460,550 


Emission Costs in thousands of Reais

$2,410 

$882 

Balance of Treasury Shares in thousands of reais

$641,199 

$461,432 

Cost/Share price

Units

Units

Minimum cost

$7.55 

$7.55 

Weighted average cost

$31.71 

$28.59 

Maximum cost

$49.55 

$43.84 

Share price

$42.60 

$42.70 


In the period of nine-months ended September 30, 2019 and 2018, there were highlights of Interest on Capital, as below:

DIVIDENDS AND INTEREST ON CAPITAL
(R$ Millions)

Sep/19

Mar/18

Interest on capital

3,000.0 

1,200.0 

Dividends

0.0 

600.0 

Total

3,000.0 

1,800.0 

 

2.7) Basel Index                                                                                                                                                                              

Financial institutions are required by Bacen to maintain Regulatory Capital (PR), Tier I and Principal Capital consistent with their risk activities, higher than the minimum requirement of the Regulatory Capital Requirement, represented by the sum of the partial credit risk, market risk and operational risk.                                                                                                                          

As required by Resolution CMN 4,193/2013, the requirement for PR in 2018 was 11.0%, composed of 8.625% of Reference Equity Minimum plus 1.875% of Capital Conservation Additional. Considering this additional, PR Level I increased to 8.375% and Minimum Principal Capital to 6.875%.                                                                                                                                          

For the base year 2019, the PR requirement remains at 10.5% (since January, 2019), including 8.0% of Minimum of Reference Equity and a further 2.5% of Capital Conservation Additional. The PR Level I reaches 8.5% and the Principal Capital Minimum 7.0%.             

The Basel ratio is determined in accordance with the Financial Statements of the Prudential Conglomerate prepared in accordance with accounting practices adopted in Brazil, applicable to institutions authorized to operate by Bacen, as shown bellow:

BASEL INDEX %

Sep/19

Dec/18

Tier I Regulatory Capital

71,535.8 

61,476.7 

Principal Capital

66,181.5 

56,581.5 

Supplementary Capital

5,354.4 

4,895.2 

Tier II Regulatory Capital

5,331.3 

4,887.2 

Regulatory Capital (Tier I and II)

76,867.1 

66,363.9 

Credit Risk

398,412.1 

358,955.6 

Market Risk

27,065.5 

39,231.8 

Operational Risk

47,965.5 

42,375.6 

Total RWA

473,443.1 

440,562.9 

Basel I Ratio

15.1 

14.0 

Basel Principal Capital

14.0 

12.8 

Basel Regulatory Capital

16.2 

15.1 


2.8) Main Subsidiaries                                                                                                                                                                  

The table below presents the balances of total assets, net assets, net income and credit operations for the period ended September 30, 2019 for the main subsidiaries of Banco Santander portfolio:

SUBSIDIARIES
(R$ Millions)

Total Assets

Stockholders' Equity

Net
Income

Loan
Portfolio (1)

Ownership/Interest (%)

Aymoré Crédito, Financiamento e Investimento S.A.

45,647.4 

2,103.6 

622.5 

41,831.4 

100.00% 

Getnet Adquirência e Serviços para Meios de Pagamento S.A.

23,698.4 

2,570.8 

476.9 

0.0 

100.00% 

Santander Leasing S.A. Arrendamento Mercantil

7,082.2 

5,786.4 

59.7 

2,035.7 

99.99% 

Banco Bandepe S.A.

10,710.2 

5,249.4 

212.1 

0.0 

100.00% 

Santander Brasil, Establecimiento Financiero de Credito, S.A.

3,960.5 

3,585.7 

21.3 

743.7 

100.00% 

Santander Corretora de Seguros, Investimento e Serviços S.A.

3,726.4 

2,883.6 

321.5 

0.0 

100.00% 

Santander Corretora de Câmbio e Valores Mobiliários S.A.

1,046.2 

627.4 

77.8 

0.0 

100.00% 

Atual Companhia Securitizadora de Créditos Financeiros

1,087.0 

1,071.3 

31.4 

0.0 

100.00% 

Banco RCI Brasil S.A.

11,624.7 

1,267.2 

150.2 

9,728.4 

39.89% 

(1) Includes Leasing portfolio and other loans.                                                                                                                         

Balances reported above are in accordance with accounting practices established by Brazilian Corporate Law and standards established by the CMN, the Bacen and document template provided in the Accounting National Financial System Institutions (Cosif) and the CVM, that does not conflict with the rules issued by Bacen.

3) Other Events                                                                                                                                                                              

3.1) Post-employment Benefit Plan                                                                                                                                          

On June 30, 2018, there was an increase in the cost contribution established in the Post-Employment Benefit Plan, which is calculated as a percentage of the total monthly compensation of members. The increase in the contribution resulted in a decrease in the past service cost, due to changes in the plan. The changes proposed in the Post-Employment Benefit imply a reduction in the present value of the obligations of the defined benefit plan, which is supported by actuarial valuations.

3.2) Recoverable Value Assessment                                                                                                                                       

In the first half of 2018, Banco Santander recognized impairment losses in the amount of R$341 million on intangible assets in the acquisition and development of systems. The loss was recorded based on the performance of technical analysis, which demonstrated a significant reduction in expected future economic benefits on these assets, without material effects as of June 30, 2019.

3.3) Opening of the branch in Luxembourg                                                                                                                           

On June 9, 2017, Banco Santander obtained authorization from the Central Bank to set up an agency in Luxembourg with a capital of US$1 billion, with the objective of complementing the foreign trade strategy for corporate clients (large Brazilian companies and their operations abroad) and offer financial products and services through an offshore entity that is not established in a jurisdiction with favored taxation and that allows for the increase of funding capacity. The opening of the agency was authorized by the Luxembourg Minister of Finance on March 5, 2018. On April 3, 2018, after the reduction of the capital of the Cayman agency in the equivalent amount, the value of US$1 billion was allocated to capital of the Luxembourg branch.                                                                                                                                                                   

3.4) Corporate Restructuring                                                                                                                                                     

Several social movements were implemented in order to reorganize the operations and activities of entities according to the business plan of the Conglomerate Santander.

a) Acquisition of Summer Empreendimentos Ltda.

On May 14, 2019, Banco Santander and its wholly owned subsidiary Santander Holding Imobiliária S.A. (“SHI”) executed a binding agreement with the partners of Summer Empreendimentos Ltda (“Summer”). defining the negotiation terms for the purchase and sale of shares fully representing the capital of Summer. The acquisition was approved by BACEN on September 16, 2019 and closed on September 20, 2019, as a consequence SHI has become the holder of  99.999% and Banco Santander 0.001% of the shares representing the capital stock of Summer.

b) Put option of equity interest in Banco Olé Bonsucesso Consignado S.A.

On March 14, 2019, the minority shareholder of Banco Olé Bonsucesso Consignado S.A. (Olé Consignado) formalized its interest to exercise the put option right provided in the Investment Agreement, executed on July 30, 2014, to sell its 40% equity interest in the capital stock of Olé Consignado to Aymoré CFI. The closing of the transaction is conditioned to implementation of the proceedings set forth in the Investment Agreement.

c) Acquisition of residual equity interest in Getnet S.A.

On December 19, 2018, Banco Santander and the Minority shareholders of Getnet S.A. executed an amendment to the Shares’ Sale and Purchase Agreement and Other Covenants of Getnet S.A., in which Banco Santander commits to acquire all of the Minority shareholders’ shares, corresponding to 11.5% of Getnet S.A. capital stock, per the amount of R$1,431,000.

The acquisition was approved by Bacen on February 18, 2019 and closed on February 25, 2019, as a consequence Santander Brasil has become the holder of 100% of the shares representatives of the capital stock of Getnet S.A.

d) Formation of Esfera Fidelidade S.A.

On August 14, 2018, Esfera Fidelidade was incorporated, with equity fully owned by Banco Santander. Esfera Fidelidade act in the development and management of customer loyalty programs. On November 26, 2018, Esfera Fidelidade had its capital stock increased in the amount of R$10,000, amounting the full share capital of R$10,000, divided into 10,001,000 (ten million and one thousand) nominative common shares without par value, entirely held by Banco Santander. The company started its operation in November 2018.

e) Investment in Loop Gestão de Pátios S.A.

On June 26, 2018, Webmotors S.A., company with 70% interest indirectly owned by Banco Santander, signed an investment agreement with Allpark Empreendimentos, Participações e Serviços S.A. and Celta LA Participações S.A., in order to acquire an equity interest corresponding to 51% of the capital stock of Loop Gestão de Pátios S.A., through capital increase and issuance of new shares of Loop to be fully subscribed and paid-in by Webmotors. Loop operates in the segment of commercialization and physical and virtual auction of motor vehicles. On September 25, 2018, the transaction was completed with increase of the capital stock, in the amount of R$23,900, through issuance of shares representing 51% of equity interest in Loop, which were fully subscribed and paid-in by Webmotors.

f) Formation of BEN Benefícios e Serviços S.A.

On June 11, 2018, BEN Benefícios, with equity fully owned by Banco Santander, was incorporated, to act in the supply and administration of meal, food, transportation, cultural and similar vouchers, via printed or electronic and magnetic cards.

In the EGM held on August 1, 2018, BEN Benefícios had its capital increased in R$ 45,000, passing the capital stock to the amount of R$ 45,001, divided into 45,001,000 (forty-five million and one hundred thousand) registered common shares without par value, fully owned by Banco Santander.

In the EGM held on March 27, 2019, Santander Brasil approved the capital increase in the amount of R$44,999, totalizing R$90,000 of capital stock distributed into 90,000,000 (ninety million) common shares without par value, fully held by Santander Brasil.

BEN Benefícios started its activities in the first quarter of 2019.

g) Formation of Santander Auto S.A.

On December 20, 2017, Banco Santander and HDI Seguros S.A. (HDI Seguros), executed documents to form a partnership for the issuance, offering and sale of auto insurance, in a 100% digital way, through creation of a new insurance company - Santander Auto, to be held 50% by Sancap, a company controlled by Banco Santander, and 50% by HDI Seguros. On February 2, 2018 the partnership was approved by the Administrative Council of Economic Defense (Conselho Administrativo de Defesa Econômica – CADE), on April, 30, 2018, was approved by the Brazilian Central Bank and, on May, 15, 2018, SUSEP's prior approval was obtained. On October 9, 2018, through transformation of the corporate vehicle L.G.J.S.P.E. Investments and Participations S.A., Sancap and HDI Seguros formed Santander Auto S.A., with capital of R$15,000. On January 9, 2019, Susep granted to Santander Auto the authorization to operate insurance throughout national territory. At the EGM held on July 30, 2019, the shareholders of Santander Auto SA approved the capital increase in the amount of R$ 14,000,000, summing the total value of R$ 29,000,000 distributed into 28,801,262 common shares without par value, held in the proportion of 50% by Sancap and 50% by HDI Seguros. Santander Auto started its operations on August 2019.

h) Formation of Gestora de Inteligência de Crédito S.A.

On April 14, 2017, the definitive documents necessary for the creation of a new credit bureau, Gestora de Inteligência de Crédito, were signed by the stockholders, whose control will be shared among the stockholders who will hold 20% of the its share capital each. In the EGM held on October 5, 2017, the capital increase of Gestora de Crédito was approved in the total amount of R$285,205, so that the capital stock increased from R$65,823 to R$351,028. The Company will develop a database with the objective of aggregating, reconciling and processing registration and credit information of individuals and legal entities, in accordance with the applicable standards, providing a significant improvement in the processes of granting, pricing and directing credit lines. The Company began operations in 2019 on a partial basis (negative and positive), and the Bank estimates that it will be fully operational by the end of 2019.

i) Formation of Banco Hyundai Capital Brasil S.A.

On April 28, 2016, Aymoré CFI and Banco Santander executed with Hyundai Capital Services, Inc. (Hyundai Capital) the necessary documents for the formation of Banco Hyundai and an insurance brokerage company with the purpose to provide, respectively, auto finance and financial and insurance brokerage services to clients and dealers of Hyundai in Brazil.

i.i) Banco Hyundai Capital Brasil S.A

On April 11, 2018, the parties incorporated, with an equity interest of 50% held by Aymoré CFI and 50% held by Hyundai Capital, a non-operational entity named BHJV Assessoria e Consultoria em Gestão Empresarial Ltda. On May 8, 2018, Aymoré CFI and Hyundai Capital took resolution on the conversion of BHJV Assessoria into the non-operational joint-stock corporation named Banco Hyundai Capital Brasil S.A., as well as the capital stock increase in R$99,995, passing to the amount of R$100,000, divided into 100,000,000 (one hundred million) nominative common shares without par value. On December 13, 2018, the incorporation procedure of Banco Hyundai Capital Brasil S.A. was concluded.

In the EGM held on February 19, 2019, the shareholders of Banco Hyundai approved the capital increase in the amount of R$200,000, summing the total value of R$300,000 distributed into 300,000,000 (three hundred million) common shares without par value, held in the proportion of 50% by Aymoré CFI and 50% by Hyundai Capital.

On February 21, 2019, the authorization to operate  granted by Bacen for the functioning of Banco Hyundai was published in the Federal Official Gazette. Banco Hyundai began operations in April 2019.

i.ii) Hyundai Corretora de Seguros Ltda

On May 13, 2019, BACEN authorized Banco Santander to hold an indirect interest in a company to be incorporated under the name Hyundai Corretora de Seguros Ltda. (Hyundai Corretora). Hyundai Corretora was incorporated on July 22, 2019. In the First Amendment to the AOA held on August 15, 2019, the quotaholders of Hyundai Corretora decided to pay-in all of the two million (2,000,000) quotas representing the Company’s capital stock. On September 10, 2019 the company got the  registration of the company as insurance brokerage with SUSEP and estimates that it will be fully operational by the end of 2019.

j) Creation of PI Distribuidora de Títulos e Valores Mobiliários S.A.

On May 3, 2018, Santander Finance Arrendamento Mercantil S.A., an indirectly controlled subsidiary of Banco Santander, was converted into a distribution company of bonds and securities and had its corporate name changed to SI Distribuidora de Títulos e Valores Mobiliários S.A. The conversion process of approved by Bacen on November 21, 2018. On December 17, 2018, SI Distribuidora de Títulos e Valores Mobiliários S.A. had its corporate name changed to PI Distribuidora de Títulos e Valores Mobiliários S.A., being the corporate name change process approved by Bacen on January 22, 2019. The company started its operations on March 14, 2019.

3.5) Subsequent Event

On July 22, 2019, was legally incorporated the limited liability company Hyundai Corretora de Seguros Ltda. (Hyundai Insurance Brokerage). Hyundai Insurance Brokerage has a capital stock in the amount of R$2,000 divided into 2,000,000 (two million) quotas, with individual par value of R$1.00, fully subscribed and pending of payment, divided between its quotaholders Santander Corretora de Seguros, Investimentos e Serviços S.A. and Hyundai Capital Services, Inc. in the proportion of 50% to each.       

4) Strategy

Banco Santander Brasil is the only international bank with scale in the country. The Bank is convinced that the best way to grow in a profitable, recurring and sustainable manner is by providing excellent services to enhance customer satisfaction levels and attract more customers, making them more loyal. The actions are based on establishing close and long-lasting relationships with customers, suppliers and shareholders. To accomplish that goal, the purpose is to help people and businesses prosper by being a Simple, Personal and Fair Bank, guided by the following strategic priorities:

·  Increase customer preference and loyalty by offering targeted, simple, digital, innovative and high value-added products and services through a multi-channel platform;

·  Generate results in a sustainable and profitable manner, with greater revenue diversification, aiming to strike a balance between loans, funding and services, while maintaining a preemptive risk management approach and rigorous cost control;

·  Be disciplined with capital and liquidity to preserve the solidity, face regulatory changes and seize growth opportunities; and

·  Achieve profitable market share gains through the robust portfolio, optimize the ecosystem and launch new ventures, consistently improving the customer experience.

This quarter the Banco Santander helds the very 1st Investor Day, in which the Banco Santander reinforced the sustainable growth strategy based on enhancing the customers’ satisfaction and experience, allied to the relentless quest for operational excellence. Banco Santander continued to gain market share in a profitable manner in loans. As consequence, the Bank were able to maintain an outstanding level of profitability through recurring earnings generation. These factors, coupled with the solid capital base and engagement of the employees, further strengthen the sustainability of the business. Banco Santander highlights the following achievements.

Banco Santander ranked 1st in the banking industry on Fortune magazine’s list of World-Changing Companies and For the 4th consecutive year, the Bank were named among the Best Companies to Work For.

Retail

·  Cards: Banco Santander made progress with Way, a strategic payment platform for the customers, which already boasts more than 7 million active users. This quarter the Bank introduced new features in the app, enabling instant P2P transfers, bill splitting between contacts and QR code payments on Getnet POS machines. In the credit plan (“crediário”) for card customers, the Bank lowered the interest rate, which should accelerate this product’s growth in the months ahead. The loan portfolio market share came to 13.0%¹ (+0.1 p.p. YoY), while total turnover grew 16% YoY in 3Q19.

·  Payroll Loans: the market share in the loan portfolio reached 10.9%¹ (+1.1 p.p. YoY). Digital channels continued to support sales growth, as the number of agreements generated via these channels increased by 48% YoY. This product plays a strategic role in the personal financial management of the customers.

·  Real Estate: the Bank have one of the most competitive offers in the market, which, combined with the digital real estate loans, has contributed to boost origination. The market share in origination for Individuals advanced to 13.5%¹, representing a 4.6 p.p. rise YoY.

Agribusiness

It remains one of our expansion fronts towards Brazil’s countryside, aimed at reaching strategic regions where the Bank has no presence yet. At the end of September 2019, we totaled 30 Agri stores. In addition to that, this quarter Banco Santander launched a credit line dedicated to rural producers, Multiagro Financing, for the purchase of agricultural machinery and equipment at competitive rates and quick release of funds. The market share in the issuance of agribusiness credit notes (“LCA”) was 8.6%¹.

Getnet

Banco Santander pioneered the launch of portability, a solution that allows Individuals and microentrepreneurs who own competitors’ POS machines (equipped with bluetooth) to take advantage of Getnet’s offering without having to purchase a new device. Moreover, the Bank maintained the single MDR fee for debit and one-installment credit card transactions, enhancing transparency for the customers. Banco Santander also announced Superget mobile, a POS that connects to the smartphone and includes a free app that helps customers manage their sales. As a result, the Bank was a top market performer² in active base growth during the period. The market share came to 10.8%³ while total revenues in 9M19 climbed 10.3% compared to the same period of last year.

SME

This year Banco Santander positioned ourselves to reach out to individual microentrepreneurs (“MEI”) by creating a specific segment and offering solutions tailored to their needs. The Bank sees opportunities to grow the customer base and create synergies with other products, such as Superget and Superdigital, among others. In parallel, Banco Santander consolidated a new customer service model, Santander DUO, which concentrates Individual and Business accounts under a single manager, charging a single fee. With that, the loan portfolio market share expanded to 8.6%¹ (+0.5 p.p. YoY).

Strengthening leading businesses

Consumer Finance: the Bank maintained the leadership in this market, with a share of 25.1%4 in Individuals. This evolution is underpinned by innovative offerings, partnerships and the quality of the commercial service.

Webmotors: Banco Santander continued to make upgrades to the Cockpit tool, which enables the Bank to leverage the Webmotors, Consumer Finance and Bank offerings. This quarter, introduced pilot products that optimize customer inventory turnover. Furthermore, under the scope of this pilot project, started selling vehicles at LOOP and have already done some deals.

Santander Corporate & Investment Banking (SCIB)

Banco Santander is leadership in:

Financial advisory for financing and concession auctions and finance structuring, according to ANBIMA5.

Project Finance Advisory (MLA) in the Americas and Latam, according to Dealogic5.

The FX market, according to the Brazilian Central Bank6.

New ventures

Ben, Banco Santander’s company operating in the benefits industry, continued to make advances in partnering with merchants, achieving the milestone of 200,000 commercial establishments. Additionally, the Bank underscore the volume of active cards, which exceeded 85,000 this quarter.

Pi, Banco Santander’s digital investment platform, continues to grow its product portfolio and currently offers around 198 fixed-income products and 213 investment funds. Moreover, this quarter the Bank started distributing government bonds.

Customer loyalty

The Banco Santander’s initiatives are already reflecting in improved customer experience and satisfaction. The Net Promoter Score (“NPS”) indicator remains at high levels, 58 points in the quarter, meaning an increase of 3 points in twelve months.

The customer base continues to increase at a solid pace, highlighted by 52 consecutive months of growth and expanding across all categories, as shown below.

Sustainability

Prospera Microcredit is an important tool for capturing the potential offered by this market niche. Thanks to trained agents, clear communication and specialized stores, the loan portfolio reached R$1,084 million at the end of September 2019, growing 95% in twelve months, which kept in the leadership among private banks. In one year, the Bank has nearly double the number of customers in this segment to 461.7 thousand. On top of that, the program contributes to promote financial inclusion in the country.

In the Higher Education segment, one of the key sources for new customer acquisition, the Bank has a financial offer alongside a non-financial offer based on training, employment and entrepreneurship. Also, Banco Santander has awarded more than 15,800 scholarships in the country since 2015. At the end of October 2019, the Bank will hold another edition of “Preparadão Universia”, reinforcing the position in this field.

. ³ Source: ABECS - Acquirer Monitor, as of 2Q19, new criterion. 4 Source: Brazilian Central Bank, as of September/19. Market share in vehicles considering mber of 2019. only individuals. 5Dealogic, as of 2018 and Financial Advisory - leadership since 2008, ANBIMA 2018. 6 Cumulative figures from January to Septe¹ Source: Brazilian Central Bank, as of September/19. ² Considering companies that disclose operating information

 

 

5) Rating Agencies                                                                                                                                                                        

Banco Santander is rated by international ratings agencies and the ratings assigned reflect many factors including management quality, operating performance and financial strength, as well as other factors related to the financial sector and economic environment in which the Bank is inserted, having the long-term foreign currency rating limited to the sovereign rating. The table below presents the ratings assigned by the rating agencies Standard & Poor's and Moody's:

F2A4E6A5-86EA-4413-90D6-619423C4A8DF|3|Oracle.SmartView.EPRCS|{4a78cf97-947b-411d-ac12-19cf1b3b9902}

1)    Last updated May 31, 2019.

2)    Last updated August 14, 2019.

 

6) Corporate Governance

The Board of Directors of Banco Santander has met and resolved:

On October 29, 2019, approve Banco Santander's Individual and Consolidated Financial Statements, prepared in accordance with accounting practices adopted in Brazil, applicable to institutions authorized to operate by Bacen and Banco Santander's Condensed Consolidated Interim Financial Statements, prepared in accordance with International Financial Reporting Standards (IFRS), both for the period ended September 30, 2019.

On September 23, 2019, to acknowledge the resignation of Mr. Rodrigo Cury to the position of Director without specific designation.

On August 28, 2019, approve the reelection of Mrs. Monique Silvano Arantes Bernardes for the position of Ombudsman.

On August 23, 2019, to acknowledge the resignation of Mr. Alexandre Grossmann Zancani as Director without specific designation.

On August 6, 2019, approve the dismissal of Mr. Nilton Sérgio Silveira Carvalho to the position of Director without specific designation, as well as approve the election of Mrs. Marilia Artimonte Rocca to the position of Coordinator of the Sustainability Committee.

On July 22, 2019, to approve the Individual and Consolidated Financial Statements of Banco Santander, prepared in accordance with accounting practices adopted in Brazil, applicable to institutions authorized to operate by Bacen and the Interim Condensed Consolidated Financial Statements of Banco Santander, prepared in accordance with the International Financial Reporting Standards (IFRS), respect to the period ended June 30, 2019.

On July 17, 2019, to acknowledge the resignation of Mr. Leopoldo Martinez Cruz as Director without specific designation.

On July 2, 2019, approve the election of the following member to the Executive Board, as Director without specific designation: Mrs. Ana Paula Vitali Janes Vescovi.

On June 28, 2019, to approve the proposal for declaration and payment of interest on equity, in the gross amount of R$1 billion, for payment as of July 31, 2019, without any indexation.

On May 3, 2019, elect the members of the Audit Committee, for a one-year term, which shall extend until the investiture of the elected persons at the first meeting of the Board of Directors being held after the 2020 Ordinary Shareholders Meeting, the members of the Risk and Compliance Committee, the Sustainability Committee, the Nominating and Governance Committee and the Remuneration Committee for a new term of office entering in force until the investiture of the elected persons at the first meeting of the Board of Directors being held after the 2021 Ordinary Shareholders Meeting.

On May 3, 2019, know the resignation of Mr. Marcelo Malanga, Officer without specific designation of Banco Santander; and to elect the members of the Executive Board of Banco Santander for a new term of office entering in force until the investiture of the elected persons at the first meeting of the Board of Directors being held after the 2021 Ordinary Shareholders Meeting.

On April 30, 2019, approve the Annual Internal Audit Report for the year 2018 in compliance with Resolution 4588 of the Bacen.

On April 30, 2019, to approve the Individual and Consolidated Financial Statements of Banco Santander, prepared in accordance with accounting practices adopted in Brazil, applicable to institutions authorized to operate by Bacen and the Interim Condensed Consolidated Financial Statements of Banco Santander, prepared in accordance with the International Financial Reporting Standards (IFRS), respect to the period ended March 31, 2019.

On March 27, 2019, to approve the proposal for declaration and payment of interest on equity, in the gross amount of R$1 billion, for payment as of April 29, 2019, without any indexation.

On March 27, 2019, to acknowledge the resignation of Mr. Fernando Carvalho Botelho de Miranda to the position of Officer without specific designation, as well as to approve the appointment of the following member to be part of the Board of Officers, as Officers without specific designation: Mr. Daniel Fantoni Assa; Mrs. Elita Vechin Pastorelo Ariaz; Mr. Franco Luigi Fasoli; Mr. Jran Paulo Kambourakis and Mr. Roberto Alexandre Borges Fischetti.

On March 20, 2019, to approve the 20-F Form of Banco Santander referred to the fiscal year ended December 31, 2018.

On February 25, 2019, to approve the Consolidated Financial Statements of Banco Santander referred to the fiscal year ended December 31, 2018, prepared in accordance with the International Financial Reporting Standards (IFRS).

On January 29, 2019, to approve the Individual and Consolidated Financial Statements of Banco Santander, prepared in accordance with accounting practices adopted in Brazil, applicable to institutions authorized to operate by Bacen, respect to the fiscal year ended December 31, 2018.

7) Risk Management

On February 23, 2017, Bacen published CMN Resolution n° 4,557, which provides for the risk and capital management structure (GIRC) and entered into force 180 days from the date of its publication. The resolution highlights the need to implement an integrated risk and capital management framework, definition of integrated stress testing program and Risk Appetite Statement (RAS), constitution of Risk Committee and appointment of director for management and director of capital. Banco Santander is continuously and progressively developing necessary actions aiming at adherence to the resolution. We haven´t identified relevant impacts resulting from this standard up to the date of publication of this note.

For further information, see explanatory note nº 35 of this publication.

Structure of Capital Management

Banco Santander’s structure of capital management has a robust governance framework that supports the process related to this theme and establishes the attributions of each teams involved. Furthermore, there is a clear definition that should be adopted to effective capital management. More details can be consult in “Structure Capital and Risk Management”, available on Investor Relations website.               

Internal Audit

Internal Audit reports directly to the Board of Directors, whose activities are supervised by the Audit Committee.      

Internal Audit is a permanent function, independent of any other functions or units, whose objective is to provide the Management Body and the senior management with independent assurance on the quality and effectiveness of internal control, risk management (current or emerging) and governance processes and systems, thereby helping to protect the company’s value, solvency and reputation. The Internal Audit has quality certificate issued by the Institute of Internal Auditors (IIA).          

In order to perform its duties and reduce coverage risks inherent to Banco Santander's activities, the Internal Audit area has internally developed tools that are updated when necessary. These include the risk matrix, used as a planning tool, prioritizing each unit’s risk level, considering, among others, its inherent risks, the last audit rating, level of compliance with recommendations and their size.  The work programs, which describe the audit tests to be performed, are reviewed periodically.

The Audit Committee and the Board of Directors favorably reviewed and approved the work plan of the Internal Audit for the year 2019

In the period of nine-months ended on September 30, 2019, internal control procedures and controls on the information systems of the selected units were evaluated according to the work plan for the year, considering the effectiveness of the design and its operation. The Internal Audit informed the Audit Committee and the Board of Directors about the conclusions of the works done during that period, according to its annual plan.

 

8) People

The people are an essential element in the Organization. After all, it is they who think, project, develop, interact and build what the Banco Santander wants to be. This is why we invest in each of the 49.482 employees here in Brazil.

For the development of these people, the Corporate Academy - Academia Santander, works for a strong, transversal culture, allowing everyone, online and in person, to improve what they already know and explore new possibilities.

The Banco Santander supports leaders and managers so they are close and available. This action is based on three pillars: Feedback, Open Chat and Personalized Recognition, making alignment among all through recurrent and frank conversations, career guidance and special moments to reward team growth.

The Banco Santander values a diverse environment, where each competence and each difference is valued. Example is the Affinity Group, created to promote diversity and inclusion of all based on 5 pillars: Women's Leadership; Racial Equity; Disabled people; Diversity of Formations, Experiences and Generations and the LGBT + pillar. Another good example is our Talent Show, which this year reaches its 2nd edition. In it, we open space to know the most different performances and to explore the universe of abilities that exist here, allowing interaction and fraternization between the colleagues.

The result of all these actions is the high rate of engagement, as evidenced by two surveys that we conducted annually and which brought us excellent indicators. One of them points out that at least 91% of employees say they want to stay here for a long time. The Banco Santander believes that this satisfaction reflects positively on the interactions with the Clients, generating greater linkage, sustainable growth and investments in the Company, which leads the Banco Snatnder to be the best bank for all stakeholders.

9) Sustainable Development        

Santander Brasil's Sustainability strategy is based on three pillars: (i) efficient and strategic use of Natural Capital; (ii) Potential Development; and (iii) Resilient and Inclusive Economy. The Bank's vision of the future, through these pillars, is to support Brazilian society in its transformation to Brazil of the 21st Century, maintaining excellence and responsibility in internal management, with ethical values as the basis and technology at the service of people and Business.

Banco Santander remained for the 9th consecutive year in the B³ (ISE) Business Sustainability Index portfolio and in 2019 was recognized by the Diversity EXAME Guide as the company of the year and the financial institution with the best practices of inclusion and diversity of the national market. Still in 2019, it received an AA rating (on an AAA-CCC scale) in the MSCI ESG Ratings assessment and 1st in the banking industry on Fortune magazine’s list of World-Changing Companies.

Until the third quarter, Banco Santander promoted about R$13 billion in Socio-environmental Business, considering the lines of renewable energy, sustainable agribusiness, Prospera Santander Microcredit, Student Financing (undergraduate medicine), Project Finance (renewable energies), other socio-environmental businesses and the participation in structuring and advisory of Green Bonds.

In relation to social impact, through Santander Universities, Santander awarded more than 1,600 scholarships in 2019.

The Friend of Value Program allows Banco Santander, as well as employees and customers, to direct part of the income tax directly to the Child and Adolescent Rights Funds. In 2018, this program raised funds totaling more than R$13 million.

Additionally, for six weeks, some agencies were opened on the weekends to offer free financial guidance to the population.

The Bank assumed the goal of consuming renewable energy in 100% of its operations by the year 2025. The commitment will reach the service units throughout the country by the end of 2021 and all administrative buildings and data processing center until 2025.

Also launched was the Plastic Free project whose initial objective is to reduce the consumption of quick-use plastic (cups and bottles) in our administrative buildings and by 2020 to impact all agencies.

10) Independent Audit                                                                                                                                                                  

Banco Santander's policy of including its subsidiaries in contracting services not related to the external audit of its independent auditors is based on Brazilian and international auditing standards that preserve the auditor's independence. This reasoning provides as follows: (i) the auditor should not audit his own work, (ii) the auditor should not perform managerial duties on his client, (iii) the auditor should not promote the interests of his client, and (iv) need for approval of any services by the Bank's Audit Committee.                                                                                                                                  

In compliance with the Instruction of the Securities Commission 381/2003, Banco Santander informs that in the period ended September 30, 2019, PricewaterhouseCoopers did not provide services not related to the independent audit of the Financial Statements of Banco Santander and subsidiaries above 5% of total fees related to independent auditing services.

In addition, the Bank confirms that PricewaterhouseCoopers has procedures, policies and controls to ensure its independence, which include an evaluation of the work performed, covering any service that is not independent of the Financial Statements of Banco Santander and its subsidiaries. This evaluation is based on the applicable regulations and accepted principles that preserve the independence of the auditor. The acceptance and provision of professional services not related to the external audit in the period ended September 30, 2019 did not affect the independence and objectivity in conducting the external audits carried out in Banco Santander and other entities of the Group, since the above principles were observed.                                                                                                                                                                                       

The Board of Directors

The Executive

(Authorized at the Meeting of the Board of October 29, 2019).

 



 

 

 

graphic_image006.gifBanco Santander (Brasil) S.A.

 

Report on review of parent company
and consolidated interim financial statements

 

To the Board of Directors and Stockholders

Banco Santander (Brasil) S.A.

 

Introduction

We have reviewed the balance sheets of Banco Santander (Brasil) S.A. ("Bank") as at September 30, 2019, and the related income statements for the quarter and nine-month period then ended, and the statements of changes in stockholders’ equity and cash flows statements for the nine-month period then ended, as well as the consolidated balance sheets of Banco Santander (Brasil) S.A. and its subsidiaries ("Consolidated") as at September 30, 2019, and the related consolidated income statements for the quarter and nine-month period then ended, and the statements of changes in stockholders’ equity and cash flows statements for the nine-month period then ended, and a summary of significant accounting policies and other explanatory information.

 

Management is responsible for the preparation and fair presentation of these parent company and consolidated interim financial statements in accordance with accounting practices adopted in Brazil, applicable to institutions authorized to operate by the Brazilian Central Bank (BACEN). Our responsibility is to express a conclusion on these interim financial statements based on our review.

 

Scope of review

We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently did not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial statements referred to above do not present fairly, in all material respects, the financial position of Banco Santander (Brasil) S.A., and Banco Santander (Brasil) S.A. and its subsidiaries as at September 30, 2019, their financial performance for the quarter and nine-month period then ended and its cash flows for the nine-month period then ended, as well as their consolidated financial performance for the quarter and nine-month period then ended and its cash flows for the nine-month period then

14

 

 

 

Banco Santander (Brasil) S.A.

 

ended, in accordance with accounting practices adopted in Brazil, applicable to institutions authorized to operate by the Brazilian Central Bank (BACEN).

 

 

 

Other Matters

 

Statements of value added

The interim financial statements referred to above include the parent company and consolidated statements of value added for the nine-month period ended September 30, 2019, prepared under the responsibility of the Bank's management and presented as supplementary information for purposes of the Brazilian Central Bank. These statements have been subjected to review procedures performed together with the review of the interim financial statements for the purpose of concluding whether they are reconciled with the interim financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in the accounting standard CPC 09 - "Statement of Value Added". Based on our review, nothing has come to our attention that causes us to believe that these statements of value added have not been properly prepared, in all material respects, in accordance with the criteria established in this accounting standard, and consistent with the parent company and consolidated interim financial statements taken as a whole.

 

São Paulo, October 29, 2019 

 

 

PricewaterhouseCoopers                                                      

Auditores Independentes                                                       

CRC 2SP000160/O-5

 

 

 

Edison Arisa Pereira

Accountant CRC 1SP127241/O-0

  

 

 

 

15

 


(Free Translation into English from the Original Previously Issued in Portuguese)

graphic_image007.jpg

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

BALANCE SHEETS

In thousands of Brazilian Real - R$, unless otherwise stated.

 


Bank

Consolidated

Notes

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Current Assets

499,605,716 

495,071,546 

523,970,978 

523,287,889 

Cash

9,914,117 

11,358,459 

10,306,910 

11,629,112 

Interbank Investments

69,352,774 

86,464,685 

35,628,889 

56,375,289 

Money Market Investments

27,140,739 

45,325,687 

27,140,739 

44,825,827 

Interbank Deposits

37,273,641 

33,270,931 

3,548,491 

3,680,810 

Foreign Currency Investments

4,938,394 

7,868,067 

4,939,659 

7,868,652 

Securities and Derivative Financial Instruments

86,751,889 

77,244,185 

98,280,272 

90,103,130 

Own Portfolio

44,383,794 

36,212,955 

52,962,068 

41,916,648 

Subject to Repurchase Commitments

33,699,046 

36,382,807 

28,492,320 

32,252,210 

Derivative Financial Instruments

3,931,534 

4,109,455 

9,154,962 

12,206,228 

Deposited in the Central Bank

13,704 

5,071 

13,704 

103,604 

Privatization Currencies

481 

667 

481 

667 

Pledged in Guarantees

1,170,469 

533,230 

4,103,876 

3,623,773 

Securities Obtained from Commitments with Free Mover

3,552,861 

3,552,861 

Interbank Accounts

83,269,385 

79,563,879 

92,386,817 

92,161,239 

Payments and Receipts Pending Settlement

12,455,559 

9,902,862 

21,073,990 

22,036,377 

Restricted Deposits:

70,782,756 

69,625,970 

71,291,413 

70,103,002 

Central Bank Deposits

70,781,604 

69,625,795 

71,290,261 

70,102,827 

National Housing System (SFH)

1,152 

175 

1,152 

175 

Interbank Transfers

9,656 

13,187 

Correspondents

21,414 

21,860 

21,414 

21,860 

Lending Operations

80,521,873 

74,689,851 

109,146,102 

100,432,401 

Public Sector

1,426 

162 

1,426 

162 

Private Sector

83,450,865 

78,890,129 

113,283,153 

105,386,559 

Lending Operations Assignment

17,912 

(Allowance for Loan Losses)

8.f

(2,930,418) 

(4,200,440) 

(4,138,477) 

(4,972,232) 

Leasing Operations

1,331,359 

1,215,740 

Private Sector

1,349,058 

1,239,421 

(Allowance for Lease Losses)

8.f

(17,699) 

(23,681) 

Other Receivables

168,177,201 

164,105,338 

174,814,739 

169,226,857 

Credits for Avals and Sureties Honored

30,720 

57,723 

312,076 

57,723 

Foreign Exchange Portfolio

110,051,140 

105,683,300 

110,051,140 

105,683,300 

Income Receivable

1,878,019 

2,112,919 

1,915,519 

1,927,635 

Trading Account

10 

2,108,936 

1,628,363 

3,052,419 

1,910,791 

Deferred Taxes

11 

7,186,699 

7,502,420 

8,212,647 

8,372,900 

Others

12 

47,317,886 

47,846,548 

51,778,523 

52,068,793 

(Allowance for Other Receivables Losses)

8.f

(396,199) 

(725,935) 

(507,585) 

(794,285) 

Other Assets

1,618,477 

1,645,149 

2,075,890 

2,144,121 

Other Assets

1,303,441 

1,235,921 

1,692,568 

1,601,986 

(Allowance for Valuation)

(150,548) 

(161,942) 

(310,290) 

(217,497) 

Prepaid Expenses

465,584 

571,170 

693,612 

759,632 

 


 

Bank

Consolidated

Notes

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Long-Term Assets

283,940,376 

253,043,465 

301,967,255 

271,376,071 

Interbank Investments

31,386,978 

28,031,980 

564,266 

436,942 

Interbank Deposits

31,386,978 

28,031,980 

564,266 

436,942 

Securities and Derivative Financial Instruments

109,613,589 

98,229,938 

114,888,236 

104,361,551 

Own Portfolio

26,432,064 

22,599,399 

27,713,503 

26,253,702 

Subject to Repurchase Commitments

64,454,069 

53,815,465 

64,335,791 

53,601,206 

Derivative Financial Instruments

8,627,442 

5,782,175 

8,657,192 

5,820,767 

Deposited with the Central Bank

1,964,775 

1,444,136 

1,964,775 

1,444,136 

Privatization Currencies

484 

779 

484 

779 

Pledged in Guarantees

8,134,755 

12,511,388 

12,216,491 

15,164,365 

Securities Obtained from Commitments with Free Mover

2,076,596 

2,076,596 

Interbank Accounts

284,206 

281,332 

284,206 

281,332 

Restricted Deposits:

284,206 

281,332 

284,206 

281,332 

National Housing System (SFH)

284,206 

281,332 

284,206 

281,332 

Lending Operations

106,205,590 

94,654,519 

142,016,875 

127,327,245 

Public Sector

966,781 

583,968 

966,781 

583,968 

Private Sector

117,265,237 

105,266,028 

154,298,313 

138,961,203 

Lending Operations Related to Assignment

4,880 

(Allowance for Loan Losses)

8.f

(12,026,428) 

(11,195,477) 

(13,248,219) 

(12,222,806) 

Leasing Operations

1,428,580 

1,287,060 

Public Sector

254 

156 

Private Sector

1,473,740 

1,333,502 

(Allowance for Lease Losses)

8.f

(45,414) 

(46,598) 

Other Receivables

36,099,006 

31,426,963 

42,287,623 

37,146,216 

Receivables for Guarantees Honored

176,507 

486,323 

176,507 

486,323 

Foreign Exchange Portfolio

866,567 

1,690,088 

866,567 

1,690,088 

Income Receivable

147,518 

146,813 

147,518 

146,813 

Deferred Taxes

11 

16,933,398 

16,945,139 

19,599,095 

19,291,180 

Others

12 

18,144,318 

12,770,902 

21,781,667 

16,261,333 

(Allowance for Other Receivables Losses)

8.f

(169,302) 

(612,302) 

(283,731) 

(729,521) 

Other Assets

351,007 

418,733 

497,469 

535,725 

Temporary Assets

1,622 

1,622 

46,875 

1,631 

(Allowance for Losses)

(1,622) 

(1,622) 

(1,630) 

(1,631) 

Prepaid Expenses

351,007 

418,733 

452,224 

535,725 

Permanent Assets

35,867,630 

30,896,503 

12,794,485 

11,155,329 

Investments

26,066,375 

21,491,544 

366,214 

337,589 

Investments in Affiliates and Subsidiaries:

14 

26,045,608 

21,470,777 

345,436 

316,752 

Domestic

22,459,880 

17,939,824 

345,436 

316,752 

Foreign

3,585,728 

3,530,953 

Other Investments

45,064 

45,064 

50,286 

50,717 

(Allowance for Losses)

(24,297) 

(24,297) 

(29,508) 

(29,880) 

Fixed Assets

15 

6,047,499 

5,825,407 

6,928,229 

6,498,492 

Real Estate in Use

2,466,848 

2,470,204 

2,752,726 

2,670,804 

Others Fixed Assets

13,424,631 

12,491,165 

14,967,255 

13,816,379 

(Accumulated Depreciation)

(9,843,980) 

(9,135,962) 

(10,791,752) 

(9,988,691) 

Intangible Assets

16 

3,753,756 

3,579,552 

5,500,042 

4,319,248 

Goodwill

26,419,016 

26,419,016 

29,077,408 

27,889,870 

Others Intangible Assets

10,157,667 

9,633,082 

10,908,582 

10,264,830 

(Accumulated Amortization)

(32,822,927) 

(32,472,546) 

(34,485,948) 

(33,835,452) 

Total Assets

819,413,722 

779,011,514 

838,732,718 

805,819,289 

 


 

Bank

Consolidated

Notes

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Current Liabilities

564,190,937 

525,480,509 

577,763,287 

543,486,149 

Deposits

17.a

202,770,748 

199,067,946 

200,696,970 

193,424,668 

Demand Deposits

22,399,391 

20,531,035 

22,190,928 

18,831,579 

Savings Deposits

47,340,718 

46,068,346 

47,340,718 

46,068,346 

Interbank Deposits

4,160,997 

6,208,067 

3,045,075 

2,693,812 

Time Deposits

128,869,642 

126,260,498 

128,018,494 

125,822,325 

Other Deposits

101,755 

8,606 

Money Market Funding

17.b

108,795,977 

105,464,821 

103,510,817 

100,334,226 

Own Portfolio

97,115,307 

89,125,774 

91,830,147 

84,995,177 

Third Parties

7,256,837 

15,200,913 

7,256,837 

14,200,914 

Linked to Trading Portfolio Operations

4,423,833 

1,138,134 

4,423,833 

1,138,135 

Funds from Acceptance and Issuance of Securities

17.c

51,374,507 

38,392,230 

52,451,820 

40,623,092 

Exchange Acceptances

591,994 

563,848 

Real Estate Credit Notes, Mortgage Notes, Credit and Similar Notes

45,157,655 

33,309,287 

46,566,128 

34,976,301 

Securities Issued Abroad

5,005,073 

3,594,692 

4,081,919 

3,594,692 

Funding by Structured Operations Certificates

1,211,779 

1,488,251 

1,211,779 

1,488,251 

Interbank Accounts

3,316,396 

50,347 

3,589,383 

284,373 

Receipts and Payments Pending Settlement

3,095,145 

3,368,132 

234,026 

Interbank Transfers

Correspondents

221,251 

50,347 

221,251 

50,347 

Interbank Accounts

4,258,446 

3,465,767 

4,258,446 

3,465,767 

Third-Party Funds in Transit

4,252,548 

3,390,759 

4,252,548 

3,390,759 

Internal Transfers of Assets

5,898 

75,008 

5,898 

75,008 

Borrowings

17.e

54,070,980 

31,997,566 

51,613,324 

30,317,989 

Local Borrowings - Other Institutions

39,454 

51,048 

Foreign Borrowings

54,070,980 

31,997,566 

51,573,870 

30,266,941 

Domestic Onlendings - Official Institutions

17.e

3,888,332 

4,242,194 

3,888,332 

4,242,194 

National Economic and Social Development Bank (BNDES)

1,433,415 

1,880,962 

1,433,415 

1,880,962 

Federal Savings and Loan Bank (CEF)

89,257 

52,523 

89,257 

52,523 

National Equipment Financing Authority (FINAME)

1,820,902 

1,964,224 

1,820,902 

1,964,224 

Other Institutions

544,758 

344,485 

544,758 

344,485 

Derivative Financial Instruments

3,890,230 

3,161,676 

9,306,506 

11,233,680 

Derivative Financial Instruments

3,890,230 

3,161,676 

9,306,506 

11,233,680 

Other Payables

131,825,321 

139,637,962 

148,447,689 

159,560,160 

Collected Taxes and Other

1,884,831 

113,263 

1,920,438 

139,628 

Foreign Exchange Portfolio

105,990,788 

98,835,635 

105,990,788 

98,835,635 

Social and Statutory

1,211,625 

4,885,255 

1,260,750 

5,023,519 

Tax and Social Security

18 

1,252,762 

1,370,300 

2,428,265 

2,353,531 

Trading Account

10 

417,009 

833,498 

1,524,032 

1,720,297 

Subordinated Debt

19 

9,885,607 

9,885,607 

Debt Instruments Eligible to Compose Capital

20 

176,597 

176,597 

Others

21 

20,891,709 

23,714,404 

35,146,819 

41,601,943 

 


 

Bank

Consolidated

Notes

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Long-Term Liabilities

181,226,866 

188,036,778 

185,200,228 

194,692,422 

Deposits

17.a

58,391,102 

60,018,496 

57,412,008 

58,647,576 

Interbank Deposits

55,895 

371,457 

69,241 

371,594 

Time Deposits

58,335,207 

59,647,039 

57,342,767 

58,275,982 

Money Market Funding

17.b

19,227,642 

31,485,359 

19,127,643 

31,485,358 

Own Portfolio

110,062 

183,048 

10,063 

183,048 

Linked to Trading Portfolio Operations

19,117,580 

31,302,311 

19,117,580 

31,302,310 

Funds from Acceptance and Issuance of Securities

17.c

37,530,858 

38,879,874 

36,868,805 

41,490,139 

Exchange Acceptances

900,381 

755,047 

Real Estate Credit Notes, Mortgage Notes,  Credit and Similar Notes

28,071,661 

36,799,955 

30,876,657 

38,655,173 

Securities Issued Abroad

7,652,493 

921,955 

3,285,063 

921,955 

Funding by Structured Operations Certificates

1,806,704 

1,157,964 

1,806,704 

1,157,964 

Borrowings

17.e

1,538,826 

2,308,035 

1,558,462 

2,353,557 

Local Borrowings - Other Institutions

19,636 

45,522 

Foreign Borrowings

1,538,826 

2,308,035 

1,538,826 

2,308,035 

Domestic Onlendings - Official Institutions

17.e

8,367,059 

9,025,052 

8,367,059 

9,025,052 

National Economic and Social Development Bank (BNDES)

5,024,247 

5,527,075 

5,024,247 

5,527,075 

Federal Savings and Loan Bank (CEF)

70,626 

77,152 

70,626 

77,152 

National Equipment Financing Authority (FINAME)

3,159,911 

3,419,497 

3,159,911 

3,419,497 

Other Institutions

112,275 

1,328 

112,275 

1,328 

Derivative Financial Instruments

10,937,264 

7,522,291 

11,257,626 

7,666,723 

Derivative Financial Instruments

10,937,264 

7,522,291 

11,257,626 

7,666,723 

Other Payables

45,234,115 

38,797,671 

50,608,625 

44,024,017 

Foreign Exchange Portfolio

760,931 

1,509,828 

760,931 

1,509,828 

Tax and Social Security

18 

3,796,166 

2,792,194 

4,242,858 

3,290,899 

Debt Instruments Eligible to Compose Capital

20 

10,509,029 

9,782,372 

10,509,029 

9,782,372 

Others

21 

30,167,989 

24,713,277 

34,952,991 

29,440,918 

Deferred Income

246,986 

264,978 

277,167 

337,046 

Deferred Income

246,986 

264,978 

277,167 

337,046 

Stockholders' Equity

23 

73,748,933 

65,229,249 

73,683,092 

65,233,743 

Capital:

57,000,000 

57,000,000 

57,000,000 

57,000,000 

Brazilian Residents

4,808,186 

4,808,186 

4,808,186 

4,808,186 

Foreign Residents

52,191,814 

52,191,814 

52,191,814 

52,191,814 

Capital Reserves

108,285 

140,707 

106,721 

142,414 

Profit Reserves

14,492,891 

9,620,554 

14,492,891 

9,623,341 

Adjustment to Fair Value

155,207 

(1,070,580) 

159,076 

(1,070,580) 

Retained Earnings

2,633,749 

2,565,603 

(-) Treasury Shares

(641,199) 

(461,432) 

(641,199) 

(461,432) 

Non Controlling Interest

23.f

1,808,944 

2,069,929 

Total Stockholders' Equity

73,748,933 

65,229,249 

75,492,036 

67,303,672 

Total Liabilities

819,413,722 

779,011,514 

838,732,718 

805,819,289 

 


 


 

(Free Translation into English from the Original Previously Issued in Portuguese)

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

INCOME STATEMENTS                                                                                                                                         

In thousands of Brazilian Real - R$, unless otherwise stated.

 

 

Bank

Consolidated

Notes

07/01 to 09/30/2019

01/01 to 09/30/2019

07/01 to 09/30/2018

01/01 to 09/30/2018

01/07 to 09/30/2019

01/01 to 09/30/2019

07/01 to 09/30/2018

01/01 to 09/30/2018

Income Related to Financial Operations

26,356,017 

61,342,105 

16,833,460 

53,782,457 

28,080,448 

67,552,367 

19,018,122 

59,664,322 

Loan Operations

12,462,860 

32,536,043 

10,852,460 

33,467,778 

15,834,012 

42,104,483 

13,913,238 

42,894,285 

Leasing Operations

97,691 

268,767 

98,222 

252,046 

Securities Transactions

6.a

13,609,377 

26,774,837 

6,171,061 

21,187,618 

12,522,803 

23,976,554 

5,264,712 

17,725,413 

Derivatives Transactions

499,263 

(2,527,128) 

(1,014,935) 

(4,750,874) 

(85,598) 

(3,376,027) 

(1,086,170) 

(5,096,259) 

Foreign Exchange Operations

(1,238,344) 

1,520,348 

(160,366) 

1,086,003 

(1,318,344) 

1,520,359 

(163,001) 

1,079,594 

Operations of Sale or Transfer of Financial Assets

Compulsory Deposits

1,022,861 

3,038,005 

985,240 

2,791,932 

1,029,884 

3,058,231 

991,121 

2,809,243 

Expenses on Financial Operations

(21,720,758)

(42,546,730)

(11,517,809)

(40,798,193)

(22,252,860)

(44,120,576)

(12,144,955)

(42,349,490)

Funding Operations Market

17.d

(12,725,666) 

(26,850,322) 

(7,228,392) 

(23,404,578) 

(12,580,161) 

(26,630,738) 

(7,026,437) 

(22,499,072) 

Borrowings and Onlendings Operations

(6,096,422) 

(7,578,326) 

(1,805,395) 

(9,304,203) 

(6,096,154) 

(7,523,008) 

(2,114,215) 

(10,221,923) 

Leasing Operations

(6) 

Operations of Sale or Transfer of Financial Assets

(232,717) 

(250,100) 

(39,520) 

(171,017) 

(238,419) 

(270,110) 

(40,554) 

(174,286) 

Allowance for Loan Losses

8.f

(2,665,953) 

(7,867,982) 

(2,444,502) 

(7,918,389) 

(3,338,126) 

(9,696,720) 

(2,963,749) 

(9,454,209) 

Gross Income Related to Financial Operations

4,635,259 

18,795,375 

5,315,651 

12,984,264 

5,827,588 

23,431,791 

6,873,167 

17,314,832 

Other Operating Revenues (Expenses)

(2,106,982)

(6,124,649)

(2,176,686)

(5,740,092)

(2,938,387)

(9,163,218)

(3,061,059)

(8,600,624)

Banking Service Fees

26 

2,603,074 

7,644,646 

2,234,265 

6,829,338 

3,477,828 

10,264,615 

2,946,381 

8,996,272 

Income Related to Bank Charges

26 

1,100,711 

3,270,334 

1,007,502 

3,003,816 

1,272,477 

3,756,404 

1,188,809 

3,552,858 

Personnel Expenses

27 

(1,678,535) 

(4,964,279) 

(1,677,497) 

(5,044,162) 

(1,914,707) 

(5,652,150) 

(1,895,039) 

(5,610,402) 

Other Administrative Expenses

28 

(2,534,452) 

(7,476,974) 

(2,390,531) 

(6,878,002) 

(2,969,745) 

(8,787,796) 

(2,759,460) 

(7,975,805) 

Tax Expenses

29 

(640,769) 

(2,233,671) 

(822,434) 

(1,862,203) 

(893,022) 

(3,219,081) 

(1,081,862) 

(2,602,580) 

Investments in Affiliates and Subsidiaries

14 

551,371 

2,160,418 

685,007 

1,973,136 

13,389 

35,109 

4,888 

13,887 

Other Operating Revenues

30 

1,366,509 

2,591,491 

994,921 

2,836,717 

1,698,682 

3,324,679 

1,328,675 

3,399,814 

Other Operating Expenses

31 

(2,874,891) 

(7,116,614) 

(2,207,919) 

(6,598,732) 

(3,623,289) 

(8,884,998) 

(2,793,451) 

(8,374,668) 

Operating Income

2,528,277 

12,670,726 

3,138,965 

7,244,172 

2,889,201 

14,268,573 

3,812,108 

8,714,208 

Non-Operating Income

32 

8,468 

23,064 

2,882 

23,877 

18,850 

(92,532)

6,184 

33,460 

Income Before Taxes on Income and Profit Sharing

2,536,745 

12,693,790 

3,141,847 

7,268,049 

2,908,051 

14,176,041 

3,818,292 

8,747,668 

Income Tax and Social Contribution

33 

1,517,689 

(926,031)

311,711 

2,816,726 

1,258,960 

(2,077,432)

(240,109)

1,695,969 

Provision for Income Tax

978,198 

(301,343) 

1,557 

(11,577) 

730,101 

(1,385,424) 

(309,146) 

(683,078) 

Provision for Social Contribution Tax

600,425 

(169,240) 

4,898 

9,021 

506,318 

(645,032) 

(215,730) 

(448,773) 

Deferred Tax Credits

(60,934) 

(455,448) 

305,256 

2,819,282 

22,541 

(46,976) 

284,767 

2,827,820 

Profit Sharing

(420,685)

(1,262,363)

(414,840)

(1,254,619)

(469,896)

(1,395,158)

(452,175)

(1,352,316)

Non Controlling Interest

23.f

(89,412) 

(270,575) 

(87,323) 

(260,690) 

Net Income

3,633,749 

10,505,396 

3,038,718 

8,830,156 

3,607,703 

10,432,876 

3,038,685 

8,830,631 

Number of Shares (Thousands)

23.a

7,498,531 

7,498,531 

$)

1,400.99 

1,177.58 

 


 


(Free Translation into English from the Original Previously Issued in Portuguese)

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - BANK

In thousands of Brazilian Real - R$, unless otherwise stated.

 

 

 

Profit Reserves

Adjustment to Fair Value

Reserve for

Others

Capital

Legal

Dividend

Own

Affiliates and

Adjustment

Retained

(-)Treasury

Notes

Capital

Reserves

Reserve

Equalization

Position

Subsidiaries

to Fair Value

 Earnings

Shares

Total

Balances as of December 31, 2017

57,000,000 

172,398 

2,505,285 

1,548,875 

1,030,563 

89,648 

(2,704,383)

(148,440)

59,493,946 

Employee Benefit Plans

340,636 

340,636 

Treasury Shares

(217,488) 

(217,488) 

Result of Treasury Shares

 23.d

(6,644) 

(6,644) 

Reservations for Share - Based Payment

(72,816) 

(72,816) 

Adjustment to Fair Value - Securities and Derivative Financial Instruments

(974,816) 

(47,267) 

(1,022,083) 

Restructuring of Capital

(37) 

(37) 

Net Income

8,830,156 

8,830,156 

Allocations:

Legal Reserve

 24.c

289,572 

(289,572) 

Dividends

 24.b

(600,000) 

(600,000) 

Interest on Capital

 23.b

(1,200,000) 

(1,200,000) 

Reserve for Dividend Equalization

 24.c

4,301,866 

(4,301,867) 

(1) 

Balances as of September 30, 2018

57,000,000 

92,938 

2,794,857 

5,850,741 

55,747 

42,381 

(2,363,747)

2,438,717 

(365,965)

65,545,669 

Changes in the Period

(79,460)

289,572 

4,301,866 

(974,816)

(47,267)

340,636 

2,438,717 

(217,525)

6,051,723 


 

Profit Reserves

Adjustment to Fair Value

Reserve for

Others

Capital

Legal

Dividend

Own

Affiliates and

Adjustment

Retained

(-)Treasury

Notes

Capital

Reserves

Reserve

Equalization

Position

Subsidiaries

to Fair Value

 Earnings

Shares

Total

Balances as of December 31, 2018

57,000,000 

140,707 

3,113,605 

6,506,949 

1,885,972 

114,491 

(3,071,043)

(461,432)

65,229,249 

Employee Benefit Plans

(811,155)

(811,155) 

Treasury Shares

(178,240)

(178,240) 

Treasury Shares Result

 23.d

4,221 

4,221 

Reservations for Share - Based Payment

(36,643)

(36,643) 

Adjustment to Fair Value - Securities and Derivative Financial Instruments

2,068,491 

(31,549)

2,036,942 

Restructuring of Capital

(1,527)

(1,527) 

Net Income

10,505,396 

10,505,396 

Allocations:

Legal Reserve

 23.c

343,582 

(343,582)

Interest on Capital

 23.b

(3,000,000)

(3,000,000) 

Others

690 

690 

Balances as of September 30, 2019

57,000,000 

108,285 

3,457,187 

11,035,704 

3,954,463 

82,942 

(3,882,198)

2,633,749 

(641,199)

73,748,933 

Changes in the Period

(32,422)

343,582 

4,528,755 

2,068,491 

(31,549)

(811,155)

2,633,749 

(179,767)

8,519,684 

 


 


(Free Translation into English from the Original Previously Issued in Portuguese)

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - CONSOLIDATED

In thousands of Brazilian Real - R$, unless otherwise stated.

 

 

 

Profit Reserves

Adjustment to Fair Value

Reserve for

Others

Total

Capital

Legal

Dividend

Own

Affiliates and

Adjustment

Retained

(-)Treasury

Stockholders'

Minority

Stockholders'

Notes

Capital

Reserves

Reserve

Equalization

Position

Subsidiaries

to Fair Value

 Earnings

Shares

Equity

 Interest

Equity

Balances as of December 31, 2017

57,000,000 

174,616 

2,505,286 

1,552,664 

1,030,563 

89,648 

(2,704,383)

(148,440)

59,499,954 

1,896,692 

61,396,646 

Employee Benefit Plans

340,636 

340,636 

340,636 

Treasury Shares

(217,488) 

(217,488) 

(217,488) 

Result of Treasury Shares

(6,644) 

(6,644) 

(6,644) 

Reservations for Share - Based Payment

(73,496) 

(73,496) 

(73,496) 

Adjustment to Fair Value - Securities and Derivative Financial Instruments

(974,816) 

(47,267) 

(1,022,083) 

(1,022,083) 

Restructuring of Capital

(37) 

(37) 

(37) 

Net Income

8,830,631 

8,830,631 

8,830,631 

Allocations:

Legal Reserve

 23.c

289,571 

(289,571) 

Dividends

 23.b

(600,000) 

(600,000) 

(600,000) 

Interest on Capital

 23.b

(1,200,000) 

(1,200,000) 

(1,200,000) 

Reserve for Dividend Equalization

 23.c

4,298,076 

(4,298,830) 

(754) 

(754) 

Non Controlling Interest Results

 23.f

260,690 

260,690 

Others

(62,116) 

(62,116) 

Balances as of Septemper 30, 2018

57,000,000 

94,476 

2,794,857 

5,850,740 

55,747 

42,381 

(2,363,747)

2,442,230 

(365,965)

65,550,719 

2,095,266 

67,645,985 

Changes in the Period

(80,140)

289,571 

4,298,076 

(974,816)

(47,267)

340,636 

2,442,230 

(217,525)

6,050,765 

198,574 

6,249,339 

 

 

 

 

 

 

 

 

 

 

Profit Reserves

Adjustment to Fair Value

Reserve for

Others

Total

Capital

Legal

Dividend

Own

Affiliates and

Adjustment

Retained

(-)Treasury

Stockholders'

Minority

Stockholders'

Notes

Capital

Reserves

Reserve

Equalization

Position

Subsidiaries

to Fair Value

 Earnings

Shares

Equity

 Interest

Equity

Balances as of December 31, 2018

57,000,000 

142,414 

3,113,606 

6,509,735 

1,885,972 

114,491 

(3,071,043)

(461,432)

65,233,743 

2,069,929 

67,303,672 

Employee Benefit Plans

(811,155) 

(811,155) 

(811,155) 

Treasury Shares

(178,240) 

(178,240) 

(178,240) 

Result of Treasury Shares

4,221 

4,221 

4,221 

Reservations for Share - Based Payment

(39,914) 

(39,914) 

(39,914) 

Adjustment to Fair Value - Securities and Derivative Financial Instruments

2,068,491 

(31,549) 

2,036,942 

2,036,942 

Restructuring of Capital

(1,527) 

(1,527) 

(1,527) 

Net Income

10,432,876 

10,432,876 

10,432,876 

Allocations:

Legal Reserve

 23.c

343,582 

(343,582) 

Interest on Capital

 23.b

(3,000,000) 

(3,000,000) 

(3,000,000) 

Reserve for Dividend Equalization

 23.c

4,528,755 

(4,528,755) 

Non Realized Gains

(2,787) 

3,869 

4,374 

5,456 

5,456 

Non Controlling Interest Results

 23.f

270,575 

270,575 

Others

690 

690 

(531,560) 

(530,870) 

Balances as of Septemper 30, 2019

57,000,000 

106,721 

3,457,188 

11,035,703 

3,954,463 

86,811 

(3,882,198)

2,565,603 

(641,199)

73,683,092 

1,808,944 

75,492,036 

Changes in the Period

(35,693)

343,582 

4,525,968 

2,068,491 

(27,680)

(811,155)

2,565,603 

(179,767)

8,449,349 

(260,985)

8,188,364 


(Free Translation into English from the Original Previously Issued in Portuguese)

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

CASH FLOW STATEMENTS

In thousands of Brazilian Real - R$, unless otherwise stated.

 

 

Bank

Consolidated

Notes

01/01 to 09/30/2019

01/01 to 09/30/2018

01/01 to 09/30/2019

01/01 to 09/30/2018

Operational Activities

Net Income

10,505,396 

8,830,156 

10,432,876 

8,830,631 

Adjustment to Net Income

7,141,184 

8,624,165 

11,720,599 

12,833,109 

Allowance for Loan Losses

8.f

7,867,982 

7,918,389 

9,696,720 

9,454,209 

Provision for Legal Proceedings and Administrative and Legal Obligations

22.c

1,295,035 

1,191,371 

1,508,142 

1,314,233 

Monetary Adjustment of Provision for Legal Proceedings and Administrative and Legal Obligations

22.c

370,446 

765,441 

451,606 

903,312 

Deferred Tax Credits and Liabilities

35,969 

(2,414,498) 

(377,901) 

(2,418,594) 

Equity in Affiliates and Subsidiaries

14 

(2,160,418) 

(1,973,136) 

(35,109) 

(13,887) 

Depreciation and Amortization

28 

1,639,284 

1,483,643 

2,053,665 

1,881,213 

Recognition (Reversal) Allowance for Other Assets Losses

33 

(11,417) 

39,984 

92,223 

28,113 

Gain (Loss) on Sale of Other Assets

32 

(1,273) 

(81,665) 

14,319 

(63,907) 

Gain (Loss) on Impairment of Assets

31 

305,864 

305,864 

Gain (Loss) on Sale of Investments

32 

(6,268) 

(11,018) 

Provision for Financial Guarantees

30&31

(36,294) 

(116,357) 

(36,294) 

(116,357) 

Monetary Adjustment of Escrow Deposits

30 

(387,814) 

(354,821) 

(449,123) 

(444,465) 

Recoverable Taxes

30 

(50,745) 

(154,952) 

(76,725) 

(193,488) 

Effects of Changes in Foreign Exchange Rates on Cash and Cash Equivalents

(507) 

1,246 

(507) 

1,246 

Effects of Changes in Foreign Exchange Rates on Assets and Liabilities

(1,371,336) 

2,027,960 

(1,371,336) 

2,027,960 

Others

(47,728) 

(14,304) 

257,187 

178,675 

Changes on Assets and Liabilities

(13,104,291)

(3,113,318)

(12,914,457)

(7,024,715)

Decrease (Increase) in Interbank Investments

6,733,285 

(15,485,286) 

13,445,445 

(8,463,068) 

Decrease (Increase) in Securities and Derivative Financial Instruments

(13,242,111) 

11,587,761 

(13,571,648) 

(12,103,839) 

Decrease (Increase) in Lending and Leasing Operations

(25,910,231) 

(23,497,157) 

(34,063,300) 

(32,108,547) 

Decrease (Increase) in Deposits on Central Bank of Brazil

(1,155,809) 

(7,076,263) 

(1,187,434) 

(7,109,227) 

Decrease (Increase) in Other Receivables

(8,795,399) 

(14,099,723) 

(10,017,083) 

(14,860,514) 

Decrease (Increase) in Other Assets

173,312 

(243,508) 

149,521 

(247,564) 

Net Change on Other Interbank and Interbranch Accounts

1,506,157 

(2,370,717) 

5,056,671 

(2,033,697) 

Increase (Decrease) in Deposits

2,075,408 

26,023,028 

6,036,734 

47,060,450 

Increase (Decrease) in Money Market Funding

(8,926,561) 

(13,228,908) 

(9,181,124) 

(12,416,624) 

Increase (Decrease) in Borrowings

18,704,113 

12,882,383 

17,900,148 

12,287,838 

Increase (Decrease) in Other Liabilities

17,256,065 

23,057,436 

15,477,926 

24,942,468 

Increase (Decrease) in Change in Deferred Income

(17,991) 

(77,196) 

(59,878) 

(89,099) 

Income Tax Recovered/(Paid)

(1,504,529) 

(585,168) 

(2,900,435) 

(1,883,292) 

Net Cash Provided by (Used in) Operational Activities

4,542,289 

14,341,003 

9,239,018 

14,639,025 

Investing Activities

Increase in Equity at Affiliates and Subsidiaries

14 

(2,046,249) 

(268,052) 

(36,051) 

Purchase of Investment

(202) 

(202) 

Purchase of Fixed Assets

(989,974) 

(671,248) 

(1,417,067) 

(841,749) 

Purchase of Intangible Assets

(1,063,209) 

(335,122) 

(1,182,294) 

(425,998) 

Net Cash Received on Sale/Reduction of Investments

1,649 

6,699 

12,849 

Acquisition of Minority Residual Interest in Subsidiary

36.b

(1,291,630) 

(1,292,630) 

Acquisition of Affiliates, less Net Cash in acquisition

36.f

(111,224) 

(111,224) 

Acquisition of Temporary Investments

(45,244) 

Proceeds from Assets not in Use

453,236 

213,164 

479,934 

344,766 

Proceeds from Property for Own Use

30,309 

115,953 

45,036 

139,017 

Proceeds from Affiliates and Subsidiaries

7,254 

7,254 

Dividends and Interest on Capital Received

1,270,187 

1,171,175 

55,210 

71,786 

Change in the Scope of Consolidation

Net Cash Provided by (Used in) Investing Activities

(3,630,076)

116,093 

(3,343,102)

(846,804)

Financing Activities

Purchase of Own Share

23.d

(178,240) 

(217,488) 

(178,240) 

(217,488) 

Issuance of Long - Term Emissions

46,700,608 

61,662,486 

43,827,040 

63,456,359 

Long - Term Payments

(39,609,511) 

(64,025,363) 

(41,408,783) 

(64,779,798) 

Subordinated Debts - Payments

(9,924,747) 

(544,566) 

(9,924,747) 

(544,566) 

Debt Instruments Eligible to Compose Capital - Payments

(328,892) 

(583,635) 

(328,892) 

(583,635) 

Dividends and Interest on Capital Paid

(6,039,908) 

(5,532,464) 

(6,168,340) 

(5,616,073) 

Increase (decrease) in Minority Interest

(310,294) 

(193,704) 

Capital Increase in Controlled Companies Held by Minority Interest

100,000 

98,000 

Net Cash Provided by (Used in) Financing Activities

(9,380,690)

(9,241,030)

(14,392,256)

(8,380,905)

Exchange Variation on Cash and Cash Equivalents

507 

(1,246) 

507 

(1,246) 

Increase (Decrease) in Cash and Cash Equivalents

(8,467,970)

5,214,820 

(8,495,833)

5,410,070 

Cash and Cash Equivalents at the Beginning of Period

25,854,948 

22,664,381 

25,285,982 

22,513,317 

Cash and Cash Equivalents at the End of Period

17,386,978 

27,879,201 

16,790,149 

27,923,387 


(Free Translation into English from the Original Previously Issued in Portuguese)

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

STATEMENTS OF VALUE ADDED

In thousands of Brazilian Real - R$, unless otherwise stated.

 

 

Bank

Consolidated

01/01 to 09/30/2019

01/01 to 09/30/2019

01/01 to 09/30/2018

Notes

01/01 to 09/30/2018

Income Related to Financial Operations

61,342,105 

53,782,457 

67,552,367 

59,664,322 

Income Related to Bank Charges and Banking Service Fees

26 

10,914,980 

9,833,154 

14,021,019 

12,549,130 

Allowance for Loans Losses

8.f

(7,867,982) 

(7,918,389) 

(9,696,720) 

(9,454,209) 

Other Revenues and Expenses

(4,502,059) 

(612,992) 

(5,652,851) 

(1,807,710) 

Financial Expenses

(34,678,748) 

(32,879,804) 

(34,423,856) 

(32,895,281) 

Third-party Input

(5,267,042) 

(5,169,181) 

(6,142,457) 

(5,853,911) 

Materials, Energy and Others

(188,293) 

(177,111) 

(197,088) 

(183,483) 

Third-Party Services

28 

(1,388,194) 

(1,314,866) 

(1,753,297) 

(1,639,397) 

Impairment of Assets

31 

(305,864) 

(305,864) 

Others

(3,690,555) 

(3,371,340) 

(4,192,072) 

(3,725,167) 

Gross Added Value

19,941,254 

17,035,245 

25,657,502 

22,202,341 

Retentions

Depreciation and Amortization

28 

(1,639,284) 

(1,483,643) 

(2,053,665) 

(1,881,213) 

Added Value Produced Net

18,301,970 

15,551,602 

23,603,837 

20,321,128 

Added Value Received from Transfer Investments in Affiliates and Subsidiaries

14 

2,160,418 

1,973,136 

35,109 

13,887 

Added Value to Distribute

20,462,388 

17,524,738 

23,638,946 

20,335,015 

Added Value Distribution

Employee

5,699,396 

27.9% 

5,598,650 

31.9% 

6,411,978 

27.1% 

6,174,855 

30.4% 

Compensation

27 

2,886,565 

2,830,716 

3,254,268 

3,155,204 

Benefits

27 

1,015,876 

984,448 

1,151,252 

1,081,213 

Government Severance Indemnity Funds for Employees - FGTS

308,627 

291,073 

358,354 

332,162 

Others

1,488,328 

1,492,413 

1,648,104 

1,606,276 

Taxes and Contributions

3,686,948 

18.0% 

2,564,890 

14.6% 

5,931,843 

25.1% 

4,522,294 

22.2% 

Federal

3,238,498 

2,041,654 

5,123,550 

3,828,238 

State

539 

659 

618 

735 

Municipal

447,911 

522,577 

807,675 

693,321 

Compensation of Third-Party Capital - Rental

28 

570,648 

2.8% 

531,042 

3.0% 

591,674 

2.5% 

546,545 

2.7% 

Remuneration of Interest on Capital

10,505,396 

51.3% 

8,830,156 

50.5% 

10,703,451 

45.3% 

9,091,321 

44.7% 

Dividends

23.b

600,000 

600,000 

Interest on Equity

23.b

3,000,000 

600,000 

3,000,000 

600,000 

Profit Reinvestment

7,505,396 

7,630,156 

7,974,026 

8,152,011 

Participation Results of Non-Controlling Stockholders

23.f

(270,575) 

(260,690) 

Total

20,462,388 

100.0% 

17,524,738 

100.0% 

23,638,946 

100.0% 

20,335,015 

100.0% 

 


(Free Translation into English from the Original Previously Issued in Portuguese).

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

In thousands of Brazilian Real - R$, unless otherwise stated.

 

1.            General Information

Banco Santander (Brasil) S.A. (Banco Santander or Bank), directly and indirectly controlled by Banco Santander, S.A., headquartered in Spain (Banco Santander Spain), is the lead institution of the Financial and Prudential Conglomerates (Conglomerate Santander) towards the Central Bank of Brazil (Bacen), established as a joint-stock corporation, with head office at Avenida Presidente Juscelino Kubitschek, 2041 and 2235 - A Block - Vila Olímpia, in the City of São Paulo, State of São Paulo. Banco Santander operates as a multiple service bank, conducting its operations by means of its commercial, investment, loans and advances, mortgage loans, leasing and foreign exchange portfolios. Through its subsidiaries, also operates on the segments of payment industry, shares club management, securities and insurance brokerage operations, capitalization, consumer finance, payroll credit, digital platforms, management and recovery of non-performing loans and private pension. The Bank's activities are conducted within the context of a group of institutions that operate on an integrated basis in the financial market. The corresponding benefits and costs of providing services are absorbed between them and are conducted in the normal course of business and under commutative conditions.


2.            Presentation of Financial Statements

The financial statements of Banco Santander (Brasil) S.A., which include its dependence abroad (Bank) and the consolidated statements (Consolidated), were prepared in accordance with accounting practices adopted in Brazil, established by the Brazilian Corporation Law, National Monetary System (CMN), Central Bank of Brazil (Bacen) and the model of the document provided for in the Accounting Plan of the Institutions of the National Financial System (COSIF) of the Brazilian Securities and Exchange Commission (CVM), in which they do not conflict with the standards issued by the Central Bank and show all information relevant to the financial statements, which are consistent with those used by management in its management. The consolidated financial statements include the Bank and its subsidiaries indicated in Note 14 and investment funds, where Santander Conglomerate companies are the main beneficiaries or holders of the main obligations. The portfolios of these investment funds are classified by type of operation and are distributed in the same categories in which they were originally allocated.           

All the relevant information related to Banco Santander's financial statements, and only them, are being evidenced, and correspond to those used by Banco Santander´s management.

Investment Funds Consolidated                                                                                                                               

·         Santander Fundo de Investimento Amazonas Multimercado Crédito Privado de Investimento no Exterior (Santander FI Amazonas);

·         Santander Fundo de Investimento Diamantina Multimercado Crédito Privado de Investimento no Exterior (Santander FI Diamantina);

·         Santander Fundo de Investimento Guarujá Multimercado Crédito Privado de Investimento no Exterior (Santander FI Guarujá);

·         Santander Fundo de Investimento Unix Multimercado Crédito Privado (Santander FI Unix);

·         Santander Fundo de Investimento SBAC Referenciado DI Crédito Privado (Santander FI SBAC);

·         Santander Paraty QIF PLC (Santander Paraty) (4);

·         Venda de Veículos Fundo de Investimento em Direitos Creditórios (Venda de Veículos FIDC); (1)

·         Fundo de Investimento em Direitos Creditórios RN Brasil - Financiamento de Veículos (FI RN Brasil - Financiamento de Veículos) (2);

·         Prime 16 – Fundo de Investimento Imobiliário (current name of BRL V - Fundo de Investimento Imobiliário - FII (Fundo de Investimento Imobi) (3);

·         Santander FI Hedge Strategies Fund (Santander FI Hedge Strategies) (4);

·         Fundo de Investimento em Direitos Creditórios Multisegmentos NPL Ipanema VI - Não Padronizado (Fundo Investimento Ipanema NPL VI) (5);

·         Fundo de Investimento em Direitos Creditórios Multisegmentos NPL Ipanema V - Não Padronizado (Fundo   Investimento Ipanema NPL V) (6);

·         Santander Hermes Multimercado Crédito Privado Infraestrutura Fundo de Investimentos (7); and

·         Fundo de Investimento em Direitos Creditórios Atacado – Não Padrozinado(8).

 

(1)     The carmaker Renault (not belonging to the Conglomerate Santander) sells its trade receivables to the Fund. This Fund buys only trade receivables from Renault carmaker. In turn, the Banco RCI Brasil S.A. (Note 14) owns 100% of its subordinated shares.

(2)     Banco RCI Brasil S.A. sold receivables (CDC portfolio) to FI RN Brasil – Financiamento de Veículos. The senior shares will have only one investor. Banco RCI Brasil S.A. holds 100% of subordinated shares.

(3)     Banco Santander figured as lender of certain delayed debts (loans) for which had real assets as guarantees. The process of credit recovery consists in converted into capital contributions by the Real Estate Fund in conjunction transfer of the same shares to Banco Santander through the process of payment in kind of the above credit operations payments. The Extraordinary General Meeting held on October 30, 2018 approved the change of the name of BRL V - Fundo de Investimento Imobiliário – FII to Prime 16 – Fundo de Investimento Imobiliário.

(4)     Banco Santander, through its subsidiaries, holds the risks and benefits of Santander Paraty and the Santander FI Hedge Strategies Subfund, resident in Ireland, and both are fully consolidated in its Consolidated Financial Statements. In the Irish market, an investment fund can not act directly and, for that reason, it was necessary to create another structure (a sub-fund), Santander FI Hedge Strategies. Santander Paraty does not have a financial position, and all position is derived from the financial position of Santander FI Hedge Strategies.

(5)     This investment fund was formed and started to be consolidated in September of 2017. It refers to a structure where the Bank has sold certain loans agreements which were already written-off (agreements matured over 360 days) and transferred to this fund. The Atual Serviços de Recuperação de Créditos e Meios Digitais S.A. (Atual Securitizadora) (Note 14), company controlled by the Bank, holds 100% of the fund´s shares.

(6)     This fund started to be consolidated in October 2017 and is indirectly controlled by Atual Serviços de Recuperação de Créditos e Meios Digitais S.A. (Note 14).

(7)     This fund started to be consolidated in November 2018 and is controlled by Banco Bandepe S.A. (Note 14).

(8)     This fund started to be consolidated in June 2019 and is controlled by Atual Serviços de Recuperação de Créditos e Meios Digitais S.A. (Note 14).

 

During the preparation of the consolidated financial statements the information regarding equity in subsidiaries, significant receivable and payable balances, revenues and expenses arising from transactions between domestic branches, foreign branches and subsidiaries, unrealized profits between these entities and non-controlling stockholders participation are stated separately in stockholders’ equity and in the income  statements.

Leasing operations have been reclassified in order to reflect its financial position according to the financial method.

The preparation of financial statements requires Management estimates that affect the reported amounts of assets and liabilities, disclosure of provision and contingent liabilities and the reported amounts of revenues and expenses for the reporting periods. Since Management’s judgment involves making estimates concerning the probability of future events, actual amounts could differ from those estimates. The main estimates are provision of allowance for loan losses, realization of the tax credit, contingent liabilities, pension plan and the fair value of financial assets.

In 2019, the balances of the headings referring to the result of (i) Loan Operations, (ii) Income from Foreign Exchange Operations, (iii) Market Funding Operations and (iv) Securities transactions, which make the “Gross Income Related to Financial Operations” were reclassified in counterpart to the headlines of Other Operations Revenues and Other Operations Expenses for better presentation. In consequence, the balances of 2018 were represented to keep the comparability.

In 2019, the balances of the headings referring to Other Administrative Expenses and Other Operating Expenses were reclassified for better presentation. The balances that refers to reclassified counts were immaterial in other periods.

These Financial Statements and the accompanying documents were the subject of an unqualified report of the Independent Auditors and a recommendation for approval issued by the Company's Audit Committee and a favorable opinion of the Company's Fiscal Council.

The Board of Directors authorized the issuance of the Financial Statements of the period ended September 30, 2019 at the meeting held on October 29, 2019.

The consolidated condensed interim financial statements based on international accounting standards issued by the International Accounting Standards Board (IASB) for the period ended on September 30, 2019 were disclosed simultaneously, at the website www.santander.com.br/ri.


3.            Significant Accounting Policies

a) Income Statement

The income statement accounting method is determined based on the accrual method and include income, charges, monetary adjustment and exchange rate changes, calculated at official rates and rates, pro rata on assets and liabilities adjusted up to the balance sheet date.

b) Functional Currency

Functional Currency and Presentation Currency

CMN Resolution nº 4,524 of September 29, 2016, with prospective application as of January 1, 2017, established accounting procedures for recognition by financial institutions and other institutions authorized to operate by the Central Bank that hold investments abroad: I - effects of exchange rate variations resulting from the conversion of transactions carried out in foreign currency by investees abroad to the respective functional currencies; II - the effects of exchange rate variations resulting from the translation of the balances of the financial statements of investees abroad of the respective functional currencies into the national currency; and III - of operations for hedge purposes of foreign exchange variation of investments abroad. These changes did not impact the financial statements Banco Santander in the year 2019. The functional currency is considered the currency of the main economic environment in which the entity operates.

The financial statements are presented in Brazilian Real (R$), which is the functional and presentation currency of Banco Santander and its subsidiaries, including its overseas subsidiary and branch.

Assets and liabilities of foreign branchs and subsidiary are converted in real as follows:

·         Assets and liabilities are converted at the exchange rate on the balance sheet date; and                

·         Revenues and expenses are converted at the monthly average exchange rates.


c) Current and Long-Term Assets and Liabilities

They are stated at their realizable and/or settlement amounts and they include income, charges, monetary adjustments or changes in exchange rates earned or incurred through the end of the reporting period, calculated on a daily pro rata basis and, when applicable, the effect of adjustments to decrease the cost of assets at their market values (fair value) or realization.

Receivables and payables up to 12 months are classified in current assets and liabilities, respectively. Trading securities that, regardless of their maturity date, are classified in current asset, according to the Bacen rule Circular 3,068/2001.

d) Cash and Cash Equivalents

For the cash flows statement purposes, cash and cash equivalents correspond to the balances of cash and interbank investments immediately convertible into cash, with insignificant risk of change in its value or with original maturity equal to ninety days or less.

e) Interbank Investments and Credits Related to Bacen

They are stated at their settlement amounts and include income, charges, monetary adjustments or changes in exchange rates earned or incurred through the end of the reporting period, calculated on a daily pro rata basis.

e.1) Repurchase Agreement

Repurchase Agreement (Repo)

The bank’s own fixed income securities used as ballast in the repurchasing agreement are highlighted in specific accounts of the asset (linked securities), on transaction date, by the updated accounting average, by type and maturity of the security. The difference between the repurchase value and the sale is the expense of the operation.

To perform sales transactions with repurchase agreements the Bank also uses third-party securities as ballast. Those operations are registered as funded position in the balance sheet.

Reverse Repurchase Agreement (Reverse Repo)

The financing granted by ballast with fixed-income securities (third-parties) are recorded on the financed position at liquidation value. The difference between the resale value and the purchase is recognized as the income of the operation. The securities acquired in a reverse repurchase agreement are transferred to the funded status when used as ballast for the sale transactions with repurchase agreements.

Repurchasing Performed With Free Movement Agreements

For the operations with free movement agreements, at the moment of the definitive sale of the securities acquired with resale agreement, the liability account referred to this operation must be evaluated by the securities' market value.

f) Securities

According to the Bacen rule Circular 3,068, securities are stated and classified into the following categories and accounting evaluation:

    I.   Trading securities;

   II.   Available-for-sale securities; and

  III.   Held-to-maturity securities.

Trading securities include securities purchased for the purpose of being actively and frequently traded while held-to-maturity securities include those for which the Bank has intention and financial capacity to hold to maturity. Available-for-sale securities include those which cannot be classified in categories I (trading) and III (held-to-maturity). Securities classified into categories I and II are stated at acquisition cost plus income earned through the balance sheet date, calculated on a daily pro rata basis, and adjusted to fair value, with gains or losses on such adjustment being recorded against:

(1)   The corresponding income or expense account, net of tax effects, in income statement for the period, when relating to securities classified into the trading category; and

(2)   A separated account in stockholders’ equity, net of taxes effects, when related to securities classified into the available-for-sale category. The adjustments to market value recorded on sale of these securities are transferred to the income statement for the period.

Securities classified into the held-to-maturity category are stated at acquisition cost plus income earned through the balance sheet, calculated on a daily pro rata basis.

Any permanent losses recorded on the sale value of securities classified into available-for-sale and held-to-maturity are recognized in the income statement of the period.

 

 

g) Derivatives Financial Instruments

According to the Bacen rule Circular 3,082 derivatives are classified according to Management's intent to use them for hedging purposes or not. Transactions made by customers' request, as self-employed, or that are not qualify as hedge accounting, especially derivatives used to manage the global risk exposure, are recorded at market value, with realized and unrealized gains and losses recorded in the income statement for the period.

Derivative financial instruments designated as part of a framework of protection against risks (hedge) can be classified as:

I.   Fair value hedge; and

II.    Cash flow hedge.

Derivatives designated as hedge and the respective hedged items are adjusted to market value, considering the following:

(1) For those classified in category I, the valuation or devaluation is recorded as a contra entry to the appropriate income or expense account, net of tax effects, in the income for the period; and

(2) For those classified in category II, the increase or decrease in their amount of the effective portion is recorded against a separated account in stockholders’ equity, net of tax effects.

Some hybrid financial instruments contain both derivative financial instrument and non-derivative asset or liability. In these cases, the derivative financial instrument represents an embedded derivative. Embedded derivatives are recorded separately from the host contracts.

We don’t have net investment hedge in foreign operations as defined by the resolution 4,524.

h) Minimum Requirements in the Process of Financial Instruments Valuation (Securities and Derivatives Financial Instruments)

The CMN Resolution nº 4,277 of October 31, 2013 (required since June 30, 2015) provides the minimum requirements to be observed in the process of financial instruments valuation measured at market value and on the adoption of prudential adjustments by financial institutions. The financial instruments mentioned in the Resolution includes:

a)     Securities classified as trading and available-for-sale, according to the Central Bank´s Circular 3,068 of November 8, 2001;

b)     Derivatives Financial Instruments, according to the Central Bank Letter 3,082; of January 30, 2002; and

c)     Other financial instruments at fair value, regardless of their classification in the trading portfolio, established in CMN nº 3,464 of June 26, 2007.            

According to this resolution, the Bank has established procedures to assess the need for adjustments in the value of financial instruments mentioned above, observing the prudential, relevance and reliability criteria. This review includes, among other factors, the credit risk spread in the registration of the market value of these instruments.

i) Loan Portfolio and Allowance for Losses

The loan portfolio includes lending, leasing, advances on exchange contracts and other loans with credit characteristics.  It is stated at present value, considering the indexes, interest rates and charges agreed, calculated  on a daily pro rata basis through the end of the reporting period. The revenue recognition only occurs when it is actually received for lending operations past due over 60 days.

Normally, the Bank writes off loans losses when they are past due over 360 days. In the case of long-term credit operations (over 3 years) their losses are written off when they complete 540 days late. Credit operations written of as loss are recorded in a compensation account for a minimum of five years and while not exhausted all procedures for collection.

The financial assets involved in credit operations sold without risk retention are written off from the balance sheet, which are now kept in the compensation account. The results of these sales are fully recognized when they are realized.

Since January 2012, as required by CMN Resolution nº 3,533/2008 and Resolution nº 3,895/2010, all credit operations sold with substancial risk retention will have their results (profit or loss) recognized by the remaining terms of operations, and financial assets involved in these sales shall remain registered as loans and the amount received as obligations for sale operations or transfer of financial assets.

Allowances for loan losses are recognized based on the analysis of outstanding loans and advances (past-due and current), past experience, future expectations, specific portfolio risks, and Management´s risk assessment policy for recognizing allowances, as established by CMN Resolution nº 2,682/1999.

j) Non-Current Assets Held for Sale and Other Assets

Non-current assets held for sale includes the carrying amount of individual items, disposal groups, or items forming part of a business unit earmarked for disposal (“discontinued operations”), whose sale in their present condition is highly probable and is expected to occur within one year.

Other assets refer mainly to assets not for own use, being composed basically of properties and vehicles received as payment.

 

 

Non-current assets held for sale and assets not for own use are generally recorded at the lower amount between the fair value less sale costs and their carrying amount at the date of classification in this category, and they are not depreciated.

k) Prepaid Expenses

Funds used in advance payments, whose benefits or services will be provided in future years, are allocated to profit in accordance to the terms of the related agreements.                                                                                           

k.1) Commissions Paid to Banking Correspondents

In accordance with CMN Resolution nº 4,294 and Central Bank Circular 3,693 issued in December 2013, from January 2015 the commissions paid to intermediate agents responsible for origination of new credit operations are limited to maximum percentages of: (i) 6% of the value of new credit operation originated and (ii) 3% of the transferred value (portability).

Such commissions must be fully recognized as expenses when they are incurred.

l) Permanent Assets

They are stated at acquisition cost, are tested for impairment annually or more frequently if the conditions or circumstances indicate that assets may be impaired, and evaluated considering the following aspects:

l.1) Investments

Adjustments to investments in affiliates and subsidiaries are measured by equity method of accounting and recorded as investments results in affiliates and subsidiaries. Other investments are stated at cost, method reduced to their recoverable value, when applicable.

Change in Scope of Consolidation - Consists of the disposal, acquisition or change of control of an investment.

l.2) Fixed Assets

The depreciation of fixed assets is determined under the straight-line method, based on the following annual rates: buildings - 4%, facilities, furniture, equipment in use, security systems and communications  - 10%, data processing systems and vehicles - 20%, and leasehold improvements - 10% or through the maturity of the rental contracts.

l.3) Intangible Assets      

Goodwill on acquisition of subsidiaries is amortized until 10 years, based on expected future earnings and it is tested for impairment annually or more frequently if conditions or circumstances indicate that the asset may be impaired.

The rights over the acquisition of payroll services are registered by the amount paid. Those services are related to payroll processing and payroll loans, maintenance of collection portfolio, supplier payment services and other banking services. The amount paid is allocated to income statement according to the terms of the respective agreements.

Software acquisition and development expenses are amortized over a maximum of 5 years.

m) Technical Reserves Related to the Activities of Pensions and Capitalization

Technical reserves are recognized and calculated in accordance with the provisions and criteria established in the National Council of Private Insurance (CNSP) and Superintendence of Private Insurance (Susep).  

Technical Reserves to Pensions

Technical provisions are mainly recognized in accordance with the criteria below:

• Mathematical Provisions for Benefits to Grant and Granted (PMBaC and PMBC)

The PMBaC are estimated based on the contributions collected through the financial regime of capitalization. The PMBC represents obligations taken in the form of continued income plans, being constituted based on the actuarial calculations for traditionals types of plans.

• Complementary Coverage Provision (PCC)

The PCC shall be estimated when the insufficiency is detected in the technical provisions due to the Test of Adequacy of Liabilities (TAP).

Technical Provisions for Capitalization

Technical provisions are elaborated according to the following criteria:

·       Mathematical provisions for redemption results from the accumulation of percentages applicable on payments made, capitalized with the interest rate predicted in the plan and updated through the basic yield rate of savings account - Basic Reference Rate (TR);

 

 

·       Provision for redemption of anticipated securities is estimated from the cancellation for non-payment or redemption request, based on the value of the mathematical provision of redemption estimated at the time of securities cancellation and the provision for redemption of the matured securities is estimated after the end of the securities validity;

·       Provision for raffles to be held is estimated based on a percentage of the installment paid and it aims to cover the raffles which the securities will compete, but that they have not been carried out yet. The provision of raffles payable is estimated for the securities raffled, but which have not been paid yet; and

·       Administrative expenses provision aims to reflect the present value of future expenses of capitalization securities whose duration extends from the date of its constitution.

n) Employees Benefit Plans                                                                                                                                       

Post-employment benefit plans include the following commitments taken by the Bank: (i) addition to the benefits of public pension plan; and (ii) medical assistance in case of retirement, permanent disability or death of eligible employees, and their direct beneficiaries.

Defined Contribution Plans

Defined benefit plans is the post-employment benefit plan which the Bank and its subsidiaries, as the sponsoring entity pays fixed contributions to a pension fund, not having a legal or constructive obligation to pay additional contributions if the fund does not hold sufficient assets to pay all benefits relating to services provided in the current and in previous periods.

The contributions made in this connection are recognized under personnel expenses in the income statement.

Defined Benefit Plans

Defined benefit plan is the post-employment benefit plan which is not a defined contribution plan and is showed in Note 34. For this type of plan, the sponsoring entity's obligation is to provide the employees with the agreed benefits, assuming the potential actuarial risk that benefits will cost more than expected.

Since January 2013, Banco Santander applies the CPC 33 (R1) which establishes the full recognition in a liability account when actuarial losses not recognized (actuarial deficit) will occur, with the counterpart in a equity´s account (other valuation adjustments).

Main Definitions

-      The present value of the defined benefit obligation is the present value of expected future payments required to settle the obligation resulting from employee´s service in the current and past periods, without deducting any plan´s assets.

-      Deficit or surplus is: (a) the present value of the defined benefit obligation, minus (b) the fair value of plan´s assets.

-      The sponsoring entity may recognize the plan's assets in the balance sheet when they meet the following characteristics: (i) the assets of the fund are sufficient to pay all benefits for plan´s employees or a sponsoring entity´s obligations; or (ii) the assets are returned to the sponsoring entity in order to reimburse it for employee benefits already paid.

-      Actuarial gains and losses are changes in present value of defined benefit obligation resulting from: (a) adjustments by experience (the effects of differences between the actuarial assumptions adopted and what has actually occurred); and (b) effects of changes in actuarial assumptions.

-      Current service cost is the increase in the present value of the defined benefit obligation resulting from employee service in the current period.

-      The past service cost is the change in present value of defined benefit obligation for employee service in prior periods resulting from a change in the plan or reductions in the number of employees covered.

Post-employment benefits are allocated to the income statement in the lines of other operating expenses - actuarial losses - retirement plans (Note 31) and personnel expenses (Note 27).  

The defined benefit plans are recorded based on an actuarial study, conducted annually by an external specialized consulting entity and approved by Management at the end of each year to be effective for the subsequent period.

o) Share Based Compensation

The Bank has compensation plans with long-term conditions for acquisition. The main conditions for acquisition are: (1) conditions of service, provided if the participant remains employed during the period of the Plan to acquire a position to exercise their rights; (2) performance conditions, the amount of investment in Certificates of Deposit Shares (Units) exercisable by the participants will be determined according to the result of a performance measurement parameter of the Bank: Total Shareholder Return (TSR) and it may be reduced, if it does not achieve the goals of the Return on Risk Weighted Assets (RoRWA) modifier, comparison between realized and budgeted in each year, as determined by the Board of Directors and (3) market conditions, since some parameters are conditioned to the value of the shares of the Bank. The Bank measures

 

 


 

the fair value of the services rendered by reference to the fair value of the equity instruments granted at the grant date, taking into consideration the market conditions for each plan when the fair value is estimated.

Settlement in Share

The fair value of services is measured by reference to the fair value of the equity instruments granted at the grant date, taking into consideration the market conditions for each plan when the fair value is estimated. In order to recognize the staff costs in contrast with the capital reserves during the period covered, as the services are received, it is considered the treatment of conditions of service and the amount recognized for services received over the period of assessment based on the best estimative for the number of equity instruments expected to grant.

Settlement in Cash

For share-based payments settled in cash (in the form of share appreciation), the Bank measures the services rendered and the corresponding liabilities incurred in the fair value appreciation of the shares at grant date and until the liability is settled. The fair value of liability is revaluated at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in the income statement. In order to recognize the staff costs with the counterparty on the wages payable provisions throughout the validity period, reflecting how the services are rendered, the Bank registers the total liability measurement based on the best estimative of the right of the shares appreciation that will be acquired at the end of the validity period and recognizes the value of the services rendered during the validity period based on the best available estimative. Periodically, the Bank evaluates its estimative over the number of stock appreciation rights to be acquired at the end of the grace period.

Variable Compensation Referenced in Shares       

In addition to managers, all employees in position of risk takers receive at least 40% of their variable compensation deferred by at least three years and 50% of the total variable compensation in shares (SANB11), conditioned to their permanence in the Group throughout the duration of the plan.

The plan is subject to Malus and Clawbackclauses application, according to which deferred installment of variable compensation may be reduced or canceled in the event of non-compliance internal rules and exposure to excessive risks.

The fair value of the shares is calculated by the average of the final daily quotation of the shares in the last 15 (fifteen) trading sessions immediately preceding the first business day of the granting month.

p) Funding, Notes Issued and Other Liabilities

Financial liabilities instruments are recognized initially at fair value, considered as the trade price. They are subsequently measured at amortized cost with expenses recognized as a financial cost (Note 17.d).

Among the liabilities initial recognition methods, it is important to emphasize those compound financial instruments which are recognized as such due to the fact that they contain both a debt instrument (liability), and an equity component (embedded derivative).

The recognition of a compound instrument consists in a combination of (i) a main instrument, which is recognized as an entity’s genuine liability (debt) and (ii) an equity component (derivative convertible into common shares).

In accordance to the COSIF, the hybrid capital and debt instruments represents obligations of issuers (financial institutions) and should be recorded in specific accounts of the liabilities adjusted according for the effect of exchange rate variation, when denominated in foreign currency. All the yield related to these instruments, such as interest and exchange variation (difference between the functional currency and the currency in which the instrument was denominated) shall be accounted as expenses of the period, in compliance with the accrual basis method.

Related to the stockholders' equity component, your registration occurs at the initial moment based in its fair value, if it is different from zero.

The relevant details of the nature of these compound instruments issued are described in Note 20.

q) Provisions, Contingent Assets and Liabilities and Legal Obligations - Tax and Social Security  

Banco Santander and its subsidiaries are involved in judicial and administrative lawsuits related to tax, labor and civil, in the normal course of their activities.

The provisions include legal obligations, judicial and administrative lawsuits related to tax and social security obligations, whose matter is to challenge their legality or constitutionality where, regardless the assessment of their loss probability, the amounts are fully recognized in the financial statements.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate and may be fully or partially reversed or reduced when the financial outflows and obligations relevant to the process are no longer probable, including decay of legal deadlines, among others.

Judicial and administrative provisions are constituted when the risk of loss of the judicial or administrative action is assessed as probable and the amounts involved are measurable with sufficient security, based on the nature, complexity, and history of the actions and the opinion of the internal legal counsel and the best information available. For lawsuits for which the risk

 

 


 

of loss is possible, provisions are not recorded and the information is disclosed in the notes to the financial statements (Note 22.h) and for proceedings for which the risk of loss is remote, no disclosure is made.

Contingent assets are not recognized, except when there are guarantees or favorable judicial decisions in lawsuits from the past with the same matter, when no further claims are applicable, characterizing the success in such litigation. Contingent assets with the risk of success as probable, if any, are only disclosed in the financial statements.

In lawsuits with favorable decisions to Santander, the counterparty has the right, in the event of specific legal requirements attended, to file a rescission action within a period determined by current legislation. Rescission actions are considered new lawsuits and will they be evaluated for contingent liability purposes if and when they are filed.

r) Social Integration Program (PIS) and Contribution for the Financing of Social Security (Cofins)

The PIS (0.65%) and COFINS (4.00%) are calculated on the gross revenue related to the main activity of the legal entity. The financial institutions may deduct funding expenses in the establishment of the amount base for calculation. PIS and COFINS expenses are recorded in tax expenses. For non-financial companies the rates are 1.65% for PIS and 7.6% for COFINS.

s) Income Tax (IRPJ) and Social Contribution on Net Income (CSLL)

IRPJ is calculated at the rate of 15% plus a surtax of 10% applied on profit, after adjustments determined by tax legislation. The Social Contribution Tax on Net Profit (CSLL) is calculated at the rate of 15% for financial institutions, insurance and capitalization companies and 9% for other companies, applied on profit, after adjustments required by tax legislation.

Deferred tax credits and liabilities are basically calculated on the temporary differences between the accounting and taxable income, tax losses, negative basis of social contribution and adjustments to market value of securities and derivative financial instruments. The recognition of deferred tax credits and liabilities is made at the rates applicable to the period in which the asset is realized and / or the liability is settled.

According to the current regulation, the tax credits are recognized to the extent that it is probable its recovery with the base of future taxable income generation. The expected realization of the tax credits according to Note 11.b is based on the projections of future earnings supported by a technical study.

t) Interest on shareholders' equity

Published on December 19, 2018, effective as of January 1, 2019, the CMN Resolution nº 4,706 has prospective application and determines procedures for the accounting of capital remuneration. The Resolution decides that Interest on Shareholders 'Equity should be recognized as soon as they are declared or proposed and thus constitute a present obligation at the balance sheet date and, in compliance with this determination, this capital remuneration must be recorded in a specific account in Shareholders' Equity.

u) Impairment

The financial and non-financial assets are measured at the end of each exercise in order to identify evidence of impairment in its accounting value. If there is any indication, the entity shall estimate the recoverable amount of the asset and that loss shall be recognized immediately in the income statement. The recoverable amount of an asset is defined as the highest amount between its fair value net of selling expenses and its value in use.

v) Deferred Income

It refers to income received before the maturity of the underlying obligation and include non-refundable income, primarily related to guarantees provided and credit card annual fees. The allocation to income statement is made ​​in accordance with the terms of the agreements.

w) Non-Controlling Interest - Consolidated Stockholders' Equity

The non-controlling interests (minority interests) are reported and highlighted in a separate stockholders' equity of the parent.

x) Financial Guarantees

CMN Resolution nº 4,512 of July 28, 2016 and Circular Letter Bacen 3,782 of September 19, 2016 established accounting procedures to be applied, determining on the constitution of a provision to cover losses associated with financial guarantees provided in any form, applied prospectively as from January 1, 2017. Losses associated with the likelihood of future disbursements linked to financial guarantees provided are measured in accordance with recognized credit risk management models and practices and based on consistent information and criteria, verifiable. The provision should be sufficient to cover probable losses over the term of the guarantee provided and are evaluated periodically.

y) Subsequent Event

Corresponds to the event occurring between the date of the financial statements and the date on which it was authorized to issue such statements, and comprise by:

·       Events that originate adjustments: are those that evidence of condition that existed at the date of the financial statements; and;

 

 

·       Events that don't originate adjustments: are those that evidence of conditions that did not exist on the base date of the financial statements.


4.            Cash and Cash Equivalents

Bank

09/30/2019

12/31/2018

09/30/2018

12/31/2017

Cash

9,914,117 

11,358,459 

14,632,120 

11,148,561 

Interbank Investments

7,472,861 

14,496,489 

13,247,081 

11,515,820 

Money Market Investments

643,358 

4,925,769 

3,904,791 

603,408 

Interbank Deposits

1,891,109 

1,702,653 

1,041,038 

1,498,280 

Foreign Currency Investments

4,938,394 

7,868,067 

8,301,252 

9,414,132 

Total

17,386,978 

25,854,948 

27,879,201 

22,664,381 

Consolidated

09/30/2019

12/31/2018

09/30/2018

12/31/2017

Cash

10,306,910 

11,629,112 

14,944,755 

11,234,369 

Interbank Investments

6,483,239 

13,656,870 

12,978,632 

11,278,948 

Money Market Investments

643,358 

4,925,769 

3,904,791 

673,426 

Interbank Deposits

900,222 

862,449 

771,617 

1,190,802 

Foreign Currency Investments

4,939,659 

7,868,652 

8,302,224 

9,414,720 

Total

16,790,149 

25,285,982 

27,923,387 

22,513,317 


5.            Interbank Investments

Bank

09/30/2019

12/31/2018

Up to

From 3 to

Over

3 Months

12 Months

12 Months

Total

Total

Money Market Investments

18,145,142 

8,995,597 

27,140,739 

45,325,687 

Own Portfolio

644,143 

644,143 

2,335,670 

Financial Treasury Bills - LFT

9,017 

National Treasury Bills - LTN

5,078 

5,078 

703,522 

National Treasury Notes - NTN

639,065 

639,065 

1,623,131 

Third-party Portfolio

4,905,028 

2,329,956 

7,234,984 

14,673,484 

National Treasury Bills - LTN

406,547 

76,500 

483,047 

3,787,598 

National Treasury Notes - NTN

4,498,481 

2,253,456 

6,751,937 

10,885,886 

Sold Position

12,595,971 

6,665,641 

19,261,612 

28,316,533 

National Treasury Bills - LTN

1,912,347 

124,523 

2,036,870 

10,073,521 

National Treasury Notes - NTN

10,683,624 

6,541,118 

17,224,742 

18,243,012 

Interbank Deposits

8,454,670 

28,818,971 

31,386,978 

68,660,619 

61,302,911 

Foreign Currency Investments

4,938,394 

4,938,394 

7,868,067 

Total

31,538,206 

37,814,568 

31,386,978 

100,739,752 

114,496,665 

 

Consolidated

09/30/2019

12/31/2018

Up to

From 3 to

Over

3 Months

12 Months

12 Months

Total

Total

Money Market Investments

18,145,142 

8,995,597 

27,140,739 

44,825,827 

Own Portfolio

644,143 

644,143 

2,835,809 

Financial Treasury Bills - LFT

9,017 

National Treasury Bills - LTN

5,078 

5,078 

1,703,521 

National Treasury Notes - NTN

639,065 

639,065 

1,123,271 

Third-party Portfolio

4,905,028 

2,329,956 

7,234,984 

13,673,485 

National Treasury Bills - LTN

406,547 

76,500 

483,047 

2,787,599 

National Treasury Notes - NTN

4,498,481 

2,253,456 

6,751,937 

10,885,886 

Sold Position

12,595,971 

6,665,641 

19,261,612 

28,316,533 

National Treasury Bills - LTN

1,912,347 

124,523 

2,036,870 

10,073,521 

National Treasury Notes - NTN

10,683,624 

6,541,118 

17,224,742 

18,243,012 

Interbank Deposits

2,181,987 

1,366,504 

564,266 

4,112,757 

4,117,752 

Foreign Currency Investments

4,939,659 

4,939,659 

7,868,652 

Total

25,266,788 

10,362,101 

564,266 

36,193,155 

56,812,231 

 



 

 

 

6.            Securities and Derivatives Financial Instruments

a) Securities

I) By Category

Bank

09/30/2019

12/31/2018

 Amortized

Effect of Adjustment to
Fair Value on:

 Carrying

 Carrying

 Cost 

 Income

 Equity

 Amount

 Amount

Trading Securities

42,326,403 

508,448 

42,834,851 

47,827,195 

Government Securities

41,149,995 

443,808 

41,593,803 

47,282,124 

Private Securities

1,176,408 

64,640 

1,241,048 

545,071 

Available-for-Sale Securities

121,473,176 

3,059,257 

4,777,801 

129,310,234 

106,498,971 

Government Securities

93,619,622 

2,983,852 

4,416,281 

101,019,755 

82,478,707 

Private Securities

27,853,554 

75,405 

361,520 

28,290,479 

24,020,264 

Held-to-Maturity Securities

11,661,417 

11,661,417 

11,256,327 

Government Securities

11,661,417 

11,661,417 

11,256,327 

Total Securities

175,460,996 

3,567,705 

4,777,801 

183,806,502 

165,582,493 

 

Consolidated

09/30/2019

12/31/2018

 Amortized

Effect of Adjustment to
Fair Value on:

 Carrying

 Carrying

 Cost 

 Income

 Equity

 Amount

 Amount

Trading Securities

48,741,514 

594,648 

49,336,162 

54,001,557 

Government Securities

46,189,439 

443,808 

46,633,247 

51,909,118 

Private Securities

2,552,075 

150,840 

2,702,915 

2,092,439 

Available-for-Sale Securities

126,453,516 

3,059,258 

4,846,001 

134,358,775 

111,179,802 

Government Securities

99,956,308 

2,983,853 

4,484,478 

107,424,639 

88,337,847 

Private Securities

26,497,208 

75,405 

361,523 

26,934,136 

22,841,955 

Held-to-Maturity Securities

11,661,417 

11,661,417 

11,256,327 

Government Securities

11,661,417 

11,661,417 

11,256,327 

Total Securities

186,856,447 

3,653,906 

4,846,001 

195,356,354 

176,437,686 

 

II) Trading Securities

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Adjustment

Adjustment

 Amortized

to Fair Value -

Carrying

Carrying

 Amortized

to Fair Value -

Carrying

Carrying

Trading Securities

 Cost 

 Income

 Amount

 Amount

 Cost 

 Income

 Amount

 Amount

Government Securities

41,149,995 

443,808 

41,593,803 

47,282,124 

46,189,439 

443,808 

46,633,247 

51,909,118 

Financial Treasury Bills - LFT

1,298,583 

407 

1,298,990 

2,158,662 

4,341,593 

407 

4,342,000 

5,070,617 

National Treasury Bills - LTN

18,223,171 

18,584 

18,241,755 

15,633,571 

18,223,173 

18,584 

18,241,757 

15,633,571 

National Treasury Notes - NTN

21,163,485 

415,417 

21,578,902 

28,976,194 

23,159,917 

415,417 

23,575,334 

30,691,233 

Agricultural Debt Securities - TDA

94,600 

4,586 

99,186 

126,519 

94,600 

4,586 

99,186 

126,519 

Brazilian Foreign Debt Notes

370,156 

4,814 

374,970 

387,178 

370,156 

4,814 

374,970 

387,178 

Private Securities

1,176,408 

64,640 

1,241,048 

545,071 

2,552,075 

150,840 

2,702,915 

2,092,439 

Shares

4,211 

249,280 

39,264 

288,544 

589,647 

Investment Fund Shares

772,452 

60,446 

832,898 

130,528 

833,503 

107,382 

940,885 

Investment Fund Real Estate

39,604 

39,604 

625 

Debentures

330,442 

4,565 

335,007 

274,988 

1,356,174 

4,565 

1,360,739 

1,161,466 

Certificates of Real Estate Receivables - CRI

31,852 

(11) 

31,841 

31,852 

(11) 

31,841 

Certificates of Agribusiness Receivables - CRA

41,662 

(360) 

41,302 

135,344 

41,662 

(360) 

41,302 

135,344 

Certificates of Time Deposits - CDB

205,357 

Total

42,326,403 

508,448 

42,834,851 

47,827,195 

48,741,514 

594,648 

49,336,162 

54,001,557 

 

Bank

09/30/2019

Trading Securities

Without

Up to

 From 3 to

 From 1 to

 Over 

 by Maturity

Maturity

3 Months

 12 Months

 3 Years

 3 Years

 Total

Government Securities

13,161,186 

5,121,370 

8,297,037 

15,014,210 

41,593,803 

Financial Treasury Bills - LFT

273,405 

209,274 

816,311 

1,298,990 

National Treasury Bills - LTN

13,042,226 

2,029,685 

2,277,136 

892,708 

18,241,755 

National Treasury Notes - NTN

87,779 

2,547,956 

5,657,984 

13,285,183 

21,578,902 

Agricultural Debt Securities - TDA

31,181 

21,785 

26,638 

19,582 

99,186 

Brazilian Foreign Debt Securities

248,539 

126,005 

426 

374,970 

Private Securities

832,898 

3,874 

8,160 

17,496 

378,620 

1,241,048 

Investment Fund Shares

832,898 

832,898 

Certificates of Real Estate Receivables - CRI

187 

31,654 

31,841 

Debentures

3,741 

3,084 

13,170 

315,012 

335,007 

Certificates of Agribusiness Receivables - CRA

133 

4,889 

4,326 

31,954 

41,302 

Total

832,898 

13,165,060 

5,129,530 

8,314,533 

15,392,830 

42,834,851 

 

Consolidated

09/30/2019

Trading Securities

Without

Up to

 From 3 to

 From 1 to

 Over

 by Maturity

Maturity

3 Months

 12 Months

 3 Years

 3 Years

 Total

Government Securities

13,161,186 

5,521,540 

10,800,509 

17,150,012 

46,633,247 

Financial Treasury Bills - LFT

673,576 

2,580,453 

1,087,971 

4,342,000 

National Treasury Bills - LTN

13,042,226 

2,029,685 

2,277,138 

892,708 

18,241,757 

National Treasury Notes - NTN

87,779 

2,547,956 

5,790,275 

15,149,324 

23,575,334 

Agricultural Debt Securities - TDA

31,181 

21,785 

26,638 

19,582 

99,186 

Brazilian Foreign Debt Notes

248,538 

126,005 

427 

374,970 

Private Securities

1,269,033 

3,874 

58,377 

17,496 

1,354,135 

2,702,915 

Shares

288,544 

288,544 

Investment Fund Real Estate

39,604 

39,604 

Investment Fund Shares

940,885 

940,885 

Debentures

3,741 

53,301 

13,170 

1,290,527 

1,360,739 

Certificates of Agribusiness Receivables - CRA

133 

4,889 

4,326 

31,954 

41,302 

Certificates of Real Estate Receivables - CRI

187 

31,654 

31,841 

Total

1,269,033 

13,165,060 

5,579,917 

10,818,005 

18,504,147 

49,336,162 

 

III) Available-for-Sale Securities

Bank

09/30/2019

12/31/2018

 Amortized

 Fair Value on:

Carrying

Carrying

Available-for-Sale Securities

 Cost 

Income

 Equity

Amount

Amount

Government Securities

93,619,622 

2,983,852 

4,416,281 

101,019,755 

82,478,707 

Treasury Certificates - CFT

917 

205 

1,122 

1,007 

Securitized Credit

886 

80 

966 

1,446 

Financial Treasury Bills - LFT

11,007,124 

7,230 

11,014,354 

9,390,914 

National Treasury Bills - LTN

29,425,336 

819,088 

223,329 

30,467,753 

36,883,802 

National Treasury Notes - NTN (3)

39,154,156 

2,164,764 

4,154,474 

45,473,394 

32,338,196 

Mexican Foreign Debt Bonds

2,092,524 

20,257 

2,112,781 

Spanish Foreign Debt Bonds

11,938,679 

10,706 

11,949,385 

3,863,342 

Private Securities

27,853,554 

75,405 

361,520 

28,290,479 

24,020,264 

Shares

320 

(262) 

58 

50 

Investment Fund Shares in Participation - FIP

23,039 

23,039 

23,074 

Investment Funds

3,764,355 

3,764,355 

1,332,021 

Investment Fund Real Estate

339,372 

339,372 

Debentures (1)

11,366,197 

75,405 

297,202 

11,738,804 

9,871,056 

Eurobonds

2,927,262 

80,925 

3,008,187 

2,331,017 

Promissory Notes - NP

4,093,631 

(53,753) 

4,039,878 

6,625,314 

Financial Bills - LF

246,574 

838 

247,412 

236,368 

Certificates of Real Estate Receivables - CRI

118,137 

6,556 

124,693 

151,618 

Rural Product Note - CPR

4,974,667 

30,014 

5,004,681 

3,449,746 

Total

121,473,176 

3,059,257 

4,777,801 

129,310,234 

106,498,971 

Consolidated

09/30/2019

12/31/2018

 Amortized

 Fair Value on:

Carrying

Carrying

Available-for-Sale Securities

 Cost 

Income

 Equity

Amount

Amount

Government Securities

99,956,308 

2,983,853 

4,484,478 

107,424,639 

88,337,847 

Treasury Certificates - CFT

917 

205 

1,122 

1,007 

Securitized Credit

886 

80 

966 

1,446 

Financial Treasury Bills - LFT (2)

13,551,833 

8,257 

13,560,090 

12,180,134 

National Treasury Bills - LTN

30,831,289 

819,089 

223,328 

31,873,706 

37,855,695 

National Treasury Notes - NTN (3)

41,407,891 

2,164,764 

4,221,645 

47,794,300 

34,436,223 

Mexican Foreign Debt Bonds

2,092,524 

20,257 

2,112,781 

Spanish Foreign Debt Bonds

11,938,679 

10,706 

11,949,385 

3,863,342 

Bond Treasury

132,289 

132,289 

Private Securities

26,497,208 

75,405 

361,523 

26,934,136 

22,841,955 

Shares

142,313 

(262) 

142,051 

5,398 

Investment Fund Shares in Participation - FIP

23,039 

23,039 

23,074 

Investment Fund Shares

2,513,397 

2,513,397 

156,306 

Investment Fund Real Estate

405,097 

405,097 

65,983 

Debentures (1)

10,995,427 

75,405 

297,204 

11,368,036 

9,792,922 

Eurobonds

2,927,262 

80,925 

3,008,187 

2,331,017 

Promissory Notes - NP

4,151,298 

(53,753) 

4,097,545 

6,625,314 

Financial Bills - LF

246,574 

838 

247,412 

236,368 

Certificates of Real Estate Receivables - CRI

118,137 

6,556 

124,693 

151,618 

Certificates of Time Deposits - CDB

4,209 

Rural Product Note - CPR

4,974,664 

30,015 

5,004,679 

3,449,746 

Total

126,453,516 

3,059,258 

4,846,001 

134,358,775 

111,179,802 

Bank

09/30/2019

Available-for-Sale Securities

Without

Up to

 From 3 to

 From 1 to

 Over 

 by Maturity

Maturity

3 Months

 12 Months

 3 Years

 3 Years

 Total

Government Securities

14,088,023 

13,597,824 

19,337,007 

53,996,901 

101,019,755 

Treasury Certificates - CFT

1,122 

1,122 

Securitized Credit

116 

366 

484 

966 

Financial Treasury Bills - LFT

11,065 

3,074,874 

7,928,415 

11,014,354 

National Treasury Bills - LTN

12,944,048 

13,514,590 

4,009,115 

30,467,753 

National Treasury Notes - NTN (3)

25,741 

642,345 

2,747,059 

42,058,249 

45,473,394 

Mexican Foreign Debt Bonds

2,112,781 

2,112,781 

Spanish Foreign Debt Bonds

11,949,385 

11,949,385 

Private Securities

4,214,652 

1,650,220 

6,285,904 

5,345,851 

10,793,852 

28,290,479 

Shares

58 

58 

Investment Fund Shares in Participation - FIP

23,039 

23,039 

Investment Fund Shares

3,764,355 

3,764,355 

Investment Fund Real Estate

339,372 

339,372 

Debentures (1)

12,145 

250,261 

2,024,440 

2,351,730 

7,100,228 

11,738,804 

Eurobonds

416,537 

2,591,650 

3,008,187 

Promissory Notes - NP

73,880 

132,612 

1,972,482 

1,716,352 

144,552 

4,039,878 

Financial Bills - LF

56,939 

190,473 

247,412 

Certificates of Real Estate Receivables - CRI

292 

20,931 

99,414 

4,056 

124,693 

Rural Product Note - CPR

1,803 

793,579 

2,077,578 

1,178,355 

953,366 

5,004,681 

Total

4,214,652 

15,738,243 

19,883,728 

24,682,858 

64,790,753 

129,310,234 

Consolidated

09/30/2019

Available-for-Sale Securities

Without

Up to

 From 3 to

 From 1 to

 Over

 by Maturity

Maturity

3 Months

 12 Months

 3 Years

 3 Years

 Total

Government Securities

14,088,023 

14,515,155 

23,085,929 

55,735,532 

107,424,639 

Treasury Certificates - CFT

1,122 

1,122 

Securitized Credit

116 

366 

484 

966 

Financial Treasury Bills - LFT (2)

928,396 

3,933,940 

8,697,754 

13,560,090 

National Treasury Bills - LTN

12,944,048 

14,477,832 

4,451,826 

31,873,706 

National Treasury Notes - NTN (3)

25,741 

642,345 

4,540,262 

42,585,952 

47,794,300 

Mexican Foreign Debt Bonds

2,112,781 

2,112,781 

Spanish Foreign Debt Bonds

11,949,385 

11,949,385 

Bond Treasury

132,289 

132,289 

Private Securities

3,171,412 

1,650,220 

6,215,457 

5,403,517 

10,493,530 

26,934,136 

Shares

142,051 

142,051 

Investment Fund Shares in Participation - FIP

23,039 

23,039 

Investment Fund Shares

2,513,397 

2,513,397 

Investment Fund Real Estate

405,097 

405,097 

Debentures

12,145 

250,261 

1,953,993 

2,351,729 

6,799,908 

11,368,036 

Eurobonds

416,537 

2,591,650 

3,008,187 

Promissory Notes - NP

73,880 

132,612 

1,972,482 

1,774,019 

144,552 

4,097,545 

Financial Bills - LF

56,939 

190,473 

247,412 

Certificates of Real Estate Receivables - CRI

292 

20,931 

99,414 

4,056 

124,693 

Rural Product Note - CPR

1,803 

793,579 

2,077,578 

1,178,355 

953,364 

5,004,679 

Total

3,171,412 

15,738,243 

20,730,612 

28,489,446 

66,229,062 

134,358,775 

(1)  In the Bank and Consolidated, includes securities issued by mixed-capital companies in the amount of R$9,645 (12/31/2018 - R$7) in securities for trading and R$286,360 (12/31/2018 - R$548,743) in available-for-sale securities.

(2)  On December 31, 2018, management decided to change the classification of Financial Treasury Bills – LFT, of the securities portfolio of Getnet Adquirência e Serviços para Meios de Pagamento S.A. (Getnet SA), Banco Bandepe SA and Santander Corretora de Cambio e Valores Mobiliários S.A. (Santander CCVM). The securities were transferred from the Trading to Available for Sale category, in the amounts of R$739,430, R$14,099 and R$375,488, respectively. Such transfers did not impact the amounts of Consolidated and also did not generate effect on the result. The change in the category occurred due to the revaluation of the recent trading history of these assets.

(3)  On September 30, 2019, the quantity of 1,140,000 in the amount of R$1,334,849  (12/31/2018 – 1,040,000 in the amount of R$1,244,672) Notes National Treasury - NTN are bound by the obligation assumed by Banco Santander to hedge the unamortized reserves Plan V of the Social Security Fund (Banesprev).

IV) Held-to-Maturity Securities

Bank/Consolidated

09/30/2019

By Maturity

Amortized Cost

 From 1 to

 Over

Held-to-Maturity Securities (1)

09/30/2019

12/31/2018

Up to 3 Months

 From 3 to 12 Months

 3 Years

 3 Years

 Total

Government Securities

11,661,417 

11,256,327 

25,432 

123,449 

1,311,622 

10,200,914 

11,661,417 

National Treasury Notes - NTN

3,662,070 

3,336,462 

25,432 

3,636,638 

3,662,070 

Brazilian Foreign Debt Bonds

7,999,347 

7,919,865 

123,449 

1,311,622 

6,564,276 

7,999,347 

Total

11,661,417 

11,256,327 

25,432 

123,449 

1,311,622 

10,200,914 

11,661,417 

(1) The market value of held to maturity securities is R$12,896,080 (12/31/2018 - R$12,131,544).

 

For the first period of 2019, there were no changes in the federal public securities and other securities classified as held-to-maturity.

Given the provisions of Article 5 of Circular Bacen 3,068/2001, Banco Santander has the financial capacity and intention to hold to maturity securities classified as held-to-maturity.                                                                                                      

 

The market value of securities is estimated based on the average quotation on organized markets and their estimated cash flows, discounted to present value using the applicable interest rate curves, considered as representative of market conditions at the end of balance.                                                                                                                                                                                                                                                          

V) Financial Income - Securities Transactions

Bank

Consolidated

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

Income From Fixed-Income Securities (1)

11,888,371 

20,855,522 

4,151,591 

13,379,773 

12,622,415 

22,262,789 

3,830,310 

12,994,328 

Income From Interbank Investments

2,510,373 

6,495,090 

2,318,295 

8,736,813 

1,030,597 

2,755,989 

1,668,734 

5,533,868 

Income From Variable-Income Securities

18,479 

80,961 

16,152 

(50,698) 

(256,443) 

(251,146) 

71,319 

(94,629) 

Financial Income of Pension and Capitalization 

41,545 

108,146 

36,538 

109,201 

Provision for Impairment Losses (2)

(67,644) 

(41,030) 

(222,811) 

(300,355) 

(72,876) 

(46,262) 

(222,811) 

(300,355) 

Others (3)

(740,202) 

(615,706) 

(92,166) 

(577,915) 

(842,435) 

(852,962) 

(119,378) 

(517,000) 

Total

13,609,377 

26,774,837 

6,171,061 

21,187,618 

12,522,803 

23,976,554 

5,264,712 

17,725,413 

(1)  In the third quarter of 2019, includes exchange variation revenue in the amount of R$7,372,649 in the Bank and in the Consolidated (2018 – revenue of R$650,171 in the Bank and R$309,288 in the Consolidated). The accumulated in the period of nine months ended in September 30, 2019, includes exchange variation revenue in the amount of R$6,575,336 in the Bank in the Consolidated (2018 – revenue of R$3,329,991 in the Bank and Consolidated).

(2) Corresponds to the permanent loss record, referring to securities classified as available for sale.

(3) On September 30, 2019, includes the net valuation of investment fund quotas and participations and in 2018, in the Bank and Consolidated includes exchange variation expense in the amount of R$111,874 in the first quarter and R$590,418 in the accumulated of nine months.


b) Derivatives Financial Instruments                                                                                                                       

The main risk factors associated to derivatives contracted are related to exchange rates, interest rates and stocks. To manage these and other market risk factors the Bank uses practices which include the measurement and follow up of the limit´s usage previously defined on internal committees, as well as the daily follow up of the portfolios values in risk, sensitivities and changes in the interest rate and exchange exposure, liquidity gaps, among other practices which allow the control and follow up on the main risk metrics that can affect the Bank´s position in the several markets which it acts. Based on this management model, the Bank has accomplished its goal, using operations with derivatives, in optimize the relation risk/benefits even in situation with great volatility.                                                                                                                                                    

 

The derivatives fair value is determined through quotation of market prices. The swaps contracts fair value is determined using discounted cash flow modeling techniques, reflecting suitable risk factors. The fair value of NDF and Future contracts are also determined based on the quotation of market prices for derivatives traded in specific chamber or using the same methodology applied for swap contracts. The fair value of options derivatives is determined based on the mathematical models, such as Black & Scholes, using yield rates, implied volatilities and the fair value of the corresponding asset. The current market prices are used to price the volatilities. For the derivatives which do not have prices directly disclosed by specific chamber, their fair values are obtained through pricing models which use market information, based on disclosed prices of more liquid assets. Interest rate curves and market volatilities are extracted from theses prices to be used as first input in these models.

 

I) Summary of Derivative Financial Instruments

 

The composition of the Derivative Financial Instruments portfolio (Assets and Liabilities) by type of instrument, at market value:

 

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Assets

Swap Differentials Receivable

9,441,547 

6,806,838 

14,523,643 

14,730,123 

Option Premiums to Exercise

807,955 

558,123 

915,172 

716,936 

Forward Contracts and Others

2,309,474 

2,526,669 

2,373,339 

2,579,936 

Total

12,558,976 

9,891,630 

17,812,154 

18,026,995 

Liabilities

Swap Differentials Payable

11,841,004 

8,038,706 

17,512,796 

16,180,410 

Option Premiums Launched

888,061 

489,055 

952,907 

563,787 

Forward Contracts and Others

2,098,429 

2,156,206 

2,098,429 

2,156,206 

Total

14,827,494 

10,683,967 

20,564,132 

18,900,403 

 

II) Derivatives Recorded in Memorandum Accounts and Balance Sheets

Bank

09/30/2019

12/31/2018

Trading

Trading

Notional (1)

Cost

Fair Value

Notional (1)

Cost

Fair Value

Swap

(1,700,389)

(2,398,887)

998,382 

(1,359,406)

Assets

154,255,166 

15,485,483 

15,585,516 

130,803,058 

46,814,992 

46,743,076 

CDI (Interbank Deposit Rates)

46,450,384 

6,037,195 

5,947,455 

42,677,740 

25,037,700 

24,982,266 

Fixed Interest Rate - Real

55,215,039 

30,281,235 

Indexed to Price and Interest Rates

3,055,227 

2,581,215 

Foreign Currency

49,481,116 

9,448,288 

9,638,061 

55,209,468 

21,777,292 

21,760,810 

Others

53,400 

53,400 

Liabilities

155,955,555 

(17,185,872)

(17,984,403)

129,804,676 

(45,816,610)

(48,102,482)

CDI (Interbank Deposit Rates)

40,413,189 

17,640,040 

Fixed Interest Rate - Real

70,925,255 

(15,710,215) 

(16,656,094) 

53,484,663 

(23,203,428) 

(25,514,843) 

Indexed to Price and Interest Rates

3,254,687 

(199,460) 

(148,242) 

24,308,601 

(21,727,386) 

(21,775,017) 

Foreign Currency

40,032,827 

33,432,176 

Others

1,329,597 

(1,276,197) 

(1,180,067) 

939,196 

(885,796) 

(812,622) 

Bank

09/30/2019

12/31/2018

Trading

Trading

Notional (1)

Cost

Fair Value

Notional (1)

Cost

Fair Value

Options

724,367,434 

(203,261)

(80,107)

330,078,421 

1,303 

69,068 

Purchased Position

337,995,024 

466,076 

807,954 

146,586,573 

528,822 

558,123 

Call Option - Foreign Currency

1,544,344 

3,508 

14,518,058 

268,629 

239,079 

Put Option - Foreign Currency

2,611,721 

82 

27,490 

8,893,620 

135,576 

90,736 

Call Option - Other

36,449,651 

216,276 

180,721 

1,313,613 

25,710 

7,378 

Interbank Market

36,427,913 

216,276 

178,590 

639,488 

10,543 

4,537 

Others (2)

21,738 

2,131 

674,125 

15,167 

2,841 

Put Option - Other

297,389,308 

249,718 

596,235 

121,861,282 

98,907 

220,930 

Interbank Market

297,365,571 

249,718 

596,217 

121,800,897 

90,997 

217,726 

Others (2)

23,737 

18 

60,385 

7,910 

3,204 

Sold Position

386,372,410 

(669,337)

(888,061)

183,491,848 

(527,519)

(489,055)

Call Option - Foreign Currency

1,329,878 

(1,623) 

7,615,856 

(124,442) 

(101,034) 

Put Option - Foreign Currency

1,530,752 

(83) 

(18,137) 

12,160,912 

(276,500) 

(169,431) 

Call Option - Other

84,619,761 

(220,168) 

(198,976) 

29,907,415 

(21,381) 

(22,063) 

Interbank Market

84,594,150 

(220,168) 

(198,880) 

29,609,298 

(10,574) 

(13,195) 

Others (2)

25,611 

(96) 

298,117 

(10,807) 

(8,868) 

Put Option - Other

298,892,019 

(449,086) 

(669,325) 

133,807,665 

(105,196) 

(196,527) 

Interbank Market

298,883,274 

(449,086) 

(668,975) 

133,719,046 

(93,269) 

(179,841) 

Others (2)

8,745 

(350) 

88,619 

(11,927) 

(16,686) 

Futures Contracts

438,549,020 

288,958,465 

Purchased Position

129,332,371 

85,897,286 

Exchange Coupon (DDI)

11,478,695 

20,590,068 

Interest Rates (DI1 and DIA)

111,504,008 

32,498,065 

Foreign Currency

5,250,675 

32,456,813 

Indexes (3)

1,098,993 

352,340 

Treasury Bonds/Notes

Sold Position

309,216,649 

203,061,179 

Exchange Coupon (DDI)

222,788,204 

146,948,795 

Interest Rates (DI1 and DIA)

74,009,735 

54,119,810 

Foreign Currency

11,767,666 

1,992,574 

Indexes (3)

58,323 

Forward Contracts and Others

120,711,273 

1,234,671 

211,043 

90,906,932 

1,907,981 

370,463 

Purchased Commitment

57,876,555 

596,804 

7,343 

38,662,360 

(3,569,322)

618,568 

Currencies

56,652,093 

589,642 

33,112 

38,095,625 

(3,569,571) 

618,980 

Others

1,224,462 

7,162 

(25,769) 

566,735 

249 

(412) 

Sell Commitment

62,834,718 

637,867 

203,700 

52,244,572 

5,477,303 

(248,105)

Currencies

62,215,587 

643,843 

194,275 

51,958,529 

5,470,937 

(252,160) 

Others

619,131 

(5,976) 

9,425 

286,043 

6,366 

4,055 

 Consolidated

09/30/2019

12/31/2018

Trading

Trading

Notional (1)

Cost

Fair Value

Notional (1)

Cost

Fair Value

Swap

(2,588,804)

(2,988,583)

848,521 

(1,360,894)

Assets

168,756,253 

27,123,073 

25,761,371 

177,288,868 

64,135,648 

44,557,490 

CDI (Interbank Deposit Rates)

46,159,424 

16,570,451 

17,052,172 

36,190,014 

24,388,416 

24,337,807 

Fixed Interest Rate - Real

61,845,929 

47,968,999 

Indexed to Price and Interest Rates

2,546,324 

2,581,215 

Foreign Currency

58,204,576 

10,552,622 

8,709,199 

90,495,240 

39,747,232 

20,219,683 

Others

53,400 

Liabilities

171,345,058 

(29,711,877)

(28,749,954)

176,440,347 

(63,287,127)

(45,918,384)

CDI (Interbank Deposit Rates)

29,588,973 

11,801,598 

Fixed Interest Rate - Real

89,519,847 

(27,673,917) 

(27,994,774) 

88,372,044 

(40,403,045) 

(23,075,374) 

Indexed to Price and Interest Rates

3,254,687 

(708,363) 

(699,937) 

24,308,601 

(21,727,386) 

(21,775,017) 

Foreign Currency

47,651,954 

50,748,008 

Others

1,329,597 

(1,329,597) 

(55,243) 

1,210,096 

(1,156,696) 

(1,067,993) 

Options

809,208,247 

(203,343)

(37,736)

335,073,080 

2,863 

153,149 

Purchased Position

342,369,558 

465,994 

915,171 

149,076,796 

514,907 

716,936 

Call Option - Foreign Currency

1,490,855 

3,206 

14,518,058 

268,629 

239,079 

Put Option - Foreign Currency

2,558,321 

26,129 

8,893,620 

135,576 

90,736 

Call Option - Other

39,943,097 

216,276 

276,495 

3,118,344 

25,710 

131,297 

Interbank Market

36,427,913 

216,276 

178,590 

639,488 

10,543 

4,537 

Others (2)

3,515,184 

97,905 

2,478,856 

15,167 

126,760 

Put Option - Other

298,377,285 

249,718 

609,341 

122,546,774 

84,992 

255,824 

Interbank Market

297,365,571 

249,718 

596,217 

121,782,816 

77,082 

217,726 

Others (2)

1,011,714 

13,124 

763,958 

7,910 

38,098 

Sold Position

466,838,689 

(669,337)

(952,907)

185,996,284 

(512,044)

(563,787)

Call Option - Foreign Currency

1,329,878 

(1,623) 

7,615,856 

(124,442) 

(101,034) 

Put Option - Foreign Currency

1,477,434 

(83) 

(15,564) 

12,160,912 

(276,500) 

(169,431) 

Call Option - Other

163,871,042 

(220,168) 

(256,163) 

31,679,919 

(21,381) 

(66,002) 

Interbank Market

84,594,150 

(220,168) 

(198,880) 

29,609,298 

(10,574) 

(13,195) 

Others (2)

79,276,892 

(0) 

(57,283) 

2,070,621 

(10,807) 

(52,807) 

Put Option - Other

300,160,335 

(449,086) 

(679,557) 

134,539,597 

(89,721) 

(227,320) 

Interbank Market

298,883,274 

(449,086) 

(668,975) 

133,703,672 

(77,794) 

(179,841) 

Others (2)

1,277,061 

(10,582) 

835,925 

(11,927) 

(47,479) 

Futures Contracts

439,020,975 

289,508,200 

Purchased Position

129,590,156 

86,203,734 

Exchange Coupon (DDI)

11,478,695 

20,590,068 

Interest Rates (DI1 and DIA)

111,633,340 

32,690,685 

Foreign Currency

5,250,675 

32,456,813 

Indexes (3)

1,227,446 

466,168 

Treasury Bonds/Notes

 Consolidated

09/30/2019

12/31/2018

Trading

Trading

Notional (1)

Cost

Fair Value

Notional (1)

Cost

Fair Value

Sold Position

309,430,819 

203,304,466 

Exchange Coupon (DDI)

222,788,204 

146,948,795 

Interest Rates (DI1 and DIA)

74,078,005 

54,160,203 

Foreign Currency

11,767,666 

1,992,574 

Indexes (3)

204,223 

202,894 

Forward Contracts and Others

120,715,182 

1,238,580 

274,906 

90,910,841 

1,911,891 

423,730 

Purchased Commitment

57,880,464 

600,713 

71,206 

38,666,269 

(3,565,412)

671,835 

Currencies

56,652,093 

589,642 

33,112 

38,095,625 

(3,569,571) 

618,980 

Others

1,228,371 

11,071 

38,094 

570,644 

4,159 

52,855 

Sell Commitment

62,834,718 

637,867 

203,700 

52,244,572 

5,477,303 

(248,105)

Currencies

62,215,587 

643,843 

194,275 

51,958,529 

5,470,937 

(252,160) 

Others

619,131 

(5,976) 

9,425 

286,043 

6,366 

4,055 

(1) Nominal value of the updated contracts.

(2) Includes options of indexes, mainly being options involving US treasury, shares and stock indexes.

(3) Includes Bovespa and S&P indexes.

 

III) Derivatives Financial Instruments by Counterparty

 Bank

 Notional

09/30/2019

12/31/2018

 Related

 Financial

 Customers

  Parties

Institutions (1)

 Total

 Total

Swap

33,804,333 

62,739,901 

57,710,932 

154,255,166 

130,803,058 

Options

18,757,748 

160,209 

705,449,477 

724,367,434 

330,078,421 

Futures Contracts

438,549,020 

438,549,020 

288,958,465 

Forward Contracts and Others

43,898,114 

69,473,417 

7,339,742 

120,711,273 

90,906,932 

 Consolidated

 Notional

09/30/2019

12/31/2018

 Related

 Financial

 Customers

  Parties

Institutions (1)

 Total

 Total

Swap

33,804,333 

39,591,831 

95,360,089 

168,756,253 

177,288,868 

Options

18,757,744 

160,209 

790,290,294 

809,208,247 

335,073,080 

Futures Contracts

439,020,975 

439,020,975 

289,508,200 

Forward Contracts and Others

43,898,114 

69,473,417 

7,343,651 

120,715,182 

90,910,841 

(1) Includes operations that have counterpart B3 S.A. - Brazil, Stock Exchange, Counter (B3) and other stock and commodity exchanges.

 

IV) Derivatives Financial Instruments by Maturity

 Bank

 Notional

09/30/2019

12/31/2018

 Up to

 From 3 to

 Over 

  3 Months

 12 Months

 12 Months

 Total

 Total

Asset

Swap

28,721,440 

21,040,921 

104,492,805 

154,255,166 

130,803,058 

Options

44,582,557 

665,691,506 

14,093,371 

724,367,434 

330,078,421 

Futures Contracts

140,882,436 

179,106,632 

118,559,952 

438,549,020 

288,958,465 

Forward Contracts and Others

72,156,418 

21,474,130 

27,080,725 

120,711,273 

90,906,932 

 Consolidated

 Notional

09/30/2019

12/31/2018

 Up to

 From 3 to

 Over 

  3 Months

 12 Months

 12 Months

 Total

 Total

Liabilities

Swap

30,829,440 

12,915,591 

125,011,222 

168,756,253 

177,288,868 

Options

127,932,205 

666,965,305 

14,310,737 

809,208,247 

335,073,080 

Futures Contracts

141,142,256 

179,222,696 

118,656,023 

439,020,975 

289,508,200 

Forward Contracts and Others

72,160,328 

21,474,130 

27,080,724 

120,715,182 

90,910,841 

 

V) Derivatives Financial Instruments by Trade Market

 Bank

 Notional

09/30/2019

12/31/2018

Exchange (1)

Over the
  Counter (2)

 Total

 Total

Swap

31,248,590 

123,006,576 

154,255,166 

130,803,058 

Options

702,373,691 

21,993,743 

724,367,434 

330,078,421 

Futures Contracts

438,549,020 

438,549,020 

288,958,465 

Forward Contracts and Others

3,884,780 

116,826,493 

120,711,273 

90,906,932 

 Consolidated

 Notional

09/30/2019

12/31/2018

Exchange (1)

Over the
  Counter (2)

 Total

 Total

Swap

31,248,590 

137,507,663 

168,756,253 

177,288,868 

Options

702,213,483 

106,994,764 

809,208,247 

335,073,080 

Futures Contracts

439,020,975 

439,020,975 

289,508,200 

Forward Contracts and Others

3,884,781 

116,830,401 

120,715,182 

90,910,841 

(1) Includes amount traded with the B3.                                                                                                                                             

(2) Composed by operations that are included in Clearing Houses, according to the regulation of the Bacen.  

VI) Information on Credit Derivatives

Banco Santander uses credit derivatives with the objectives of performing counterparty risk management and meeting its customers' demands, performing protection purchase and sale transactions through credit default swaps and total return swaps, primarily related to Brazilian sovereign risk securities.

Total Return Swaps – TRS

 

Credit derivatives refer to the exchange of the return of the reference obligation by a cash flow and in which, in the event of a credit event, the protection buyer is usually entitled to receive from the protection seller the equivalent of the difference between the restated amount and the fair value (market value) of the reference obligation on the settlement date of the agreement.

 

Credit Default Swaps – CDS

 

These are credit derivatives where, in the event of a credit event, the protection buyer is entitled to receive from the protection seller the equivalent of the difference between the face value of the CDS agreement and the fair value (market value) of the reference obligation on the settlement date of the contract. In return, the seller receives compensation for the sale of the protection.

Below, the composition of the Credit Derivatives portfolio shown by its reference value and effect in the calculation of Required Stockholders' Equity.

09/30/2019

09/30/2018

Nominal Value

Nominal Value

Retained Risk

Nominal Value

Retained Risk

Nominal Value

Total Rate of Return Swap

Transferred Risk -

Total Rate of Return Swap

Transferred Risk -

Credit Swap

Credit Swap

Credit Swaps

2,516,678 

624,660 

1,959,128 

416,541 

Total

2,516,678 

624,660 

1,959,128 

416,541 

 

Value referring to the premium paid on CDS for use as collateral (transfer of risks) in the amount of R$568.

The PLE effect on received risk was R$3,286 (12/31/2018 – R$84,487). In 2019, the Bacen emitted the Circular n° 3,904 that changed procedures to measure de exposition value relatives to loan risk in counterpart in consequence of securities and derivatives operations that affect the capital.

During the period there was no occurrence of credit event related to the events generated by the contracts.

09/30/2019

 Over 

Maximum Potential for Future Payments - Gross

 12 Months

 Total

Per Instrument

CDS

2,516,678 

2,516,678 

Total

2,516,678 

2,516,678 

Per Risk Classification

Below Investment Grade

2,516,678 

2,516,678 

Total

2,516,678 

2,516,678 

Per Reference Entity

Brazilian Government

2,516,678 

2,516,678 

Total

2,516,678 

2,516,678 

 

VII) Hedge Accounting

The effectiveness determined for the hedge portfolio is in accordance with Bacen Circular 3,082 / 2002 and the following hedge accounting structures were established:

 

VII.I) Market Risk Hedge

The Bank's market risk hedging strategies consist of a hedge of exposure to variation in market risk, in receipts and interest payments related to assets and liabilities recognized.

The Bank's market risk hedging methodology segregates transactions by risk factor (eg, real / dollar exchange rate risk, fixed interest rate risk in Reais, dollar exchange rate risk, inflation, interest rate risk, etc.). Transactions generate exposures that are consolidated by risk factor and compared to pre-established internal limits.

To protect the market risk variation in the receipt and payment of interest, the Bank uses swap contracts and interest rate futures contracts relating to fixed assets and liabilities.

The Bank applies the market risk hedge as follows:

• Designates Foreign Currency + Coupon Versus% CDI and Pre - Real Interest Rate as a derivative instrument in Hedge Accounting structures, with foreign currency loan operations being the object of such transactions.

• The Bank has a portfolio of credit assets denominated in US dollars at the fixed rate in the balance sheet of Santander EFC, whose operations are recorded in Euro. As a way of managing this mismatch, the Bank designates each Euro Floating Foreign Currency swap versus Fixed Dollar as the market risk hedge of the corresponding loan.

• The Bank has a portfolio of assets indexed to the Euro and traded at the Cayman branch. In the transaction, the value of the asset in Euro will be converted to the Dollar by the rate of the exchange contract of the transaction. As from the conversion, the principal amount of the funding, already expressed in US dollars, will be adjusted by the CDI or Pre-Fixed rate. The assets will be covered with Swap Cross Currency in order to cross the risk in Euro for LIBOR + Coupon.

• The Bank has a pre-fixed interest rate risk generated by government securities (NTN-F and LTN) in the Financial Assets portfolio measured through Other Comprehensive Income. To manage this mismatch, the entity contracts DI futures on the Stock Exchange and designates them as a derivative instrument in a hedge accounting framework.

• The Bank has a risk to the IPCA index generated by debenture in the portfolio of securities available for sale. To manage this mismatch, it contracts IPCA (DAP) futures on the Stock Exchange and designates them as a derivative instrument in a Hedge Accounting structure.

• Santander Leasing has a pre-fixed interest rate risk generated by government securities (NTN-F) in the portfolio of available-for-sale securities. To manage this mismatch, the Entity contracts interest swaps and designates them as a derivative instrument in an Accounting Hedge structure.

In market risk hedging, the results, both on hedging instruments and on the objects (attributable to the type of risk being hedged) are recognized directly in the income statement.

Bank

09/30/2019

Hedge Instruments

Hedge Objects


Adjustment


Adjustment

Strategies

Liability

to Fair Value

Fair Value

Assets

to Fair Value

Fair Value

Swap Contracts

1,937,316 

111,209 

2,048,526 

1,999,169 

2,095 

2,001,263 


Credit Operations Hedge

1,343,538 

100,285 

1,443,824 

1,385,349 

4,247 

1,389,596 

Securities Hedge

593,778 

10,924 

604,702 

613,820 

(2,152) 

611,667 


Future Contracts

50,136,098 

50,136,098 

50,815,432 

3,168,264 

53,983,696 

Securities Hedge

50,136,098 

50,136,098 

50,815,432 

3,168,264 

53,983,696 

Bank

12/31/2018

Hedge Instruments

Hedge Objects


Adjustment


Adjustment

Strategies

Liability

to Fair Value

Fair Value

Assets

to Fair Value

Fair Value

Swap Contracts

1,829,947 

109,111 

1,939,058 

1,828,876 

87,285 

1,916,161 


Credit Operations Hedge

683,112 

72,567 

755,679 

686,410 

57,175 

743,585 

Securities Hedge

1,146,835 

36,544 

1,183,379 

1,142,466 

30,110 

1,172,576 


Future Contracts

41,286,091 

41,286,091 

44,130,671 

(205,941)

43,924,730 

Securities Hedge

41,286,091 

41,286,091 

44,130,671 

(205,941) 

43,924,730 

Consolidated

09/30/2019

Hedge Instruments

Hedge Objects


Adjustment


Adjustment

Strategies

Liability

to Fair Value

Fair Value

Assets

to Fair Value

Fair Value

Swap Contracts

3,752,750 

193,639 

3,946,390 

3,833,909 

67,162 

3,901,073 


Credit Operations Hedge

1,605,186 

112,799 

1,717,986 

1,663,600 

2,145 

1,665,746 

Securities Hedge

2,147,564 

80,840 

2,228,404 

2,170,309 

65,017 

2,235,327 


Future Contracts

50,136,098 

50,136,098 

50,815,432 

3,168,264 

53,983,696 

Securities Hedge

50,136,098 

50,136,098 

50,815,432 

3,168,264 

53,983,696 

Consolidated

12/31/2018

Hedge Instruments

Hedge Objects


Adjustment


Adjustment

Strategies

Liability

to Fair Value

Fair Value

Assets

to Fair Value

Fair Value

Swap Contracts

3,908,082 

140,447 

4,048,529 

3,921,249 

65,014 

3,986,263 


Credit Operations Hedge

1,152,249 

115,180 

1,267,429 

1,166,387 

50,668 

1,217,055 

Securities Hedge

2,755,833 

25,267 

2,781,100 

2,754,862 

14,346 

2,769,208 


Future Contracts

41,286,091 

41,286,091 

44,130,671 

(205,941)

43,924,730 

Securities Hedge

41,286,091 

41,286,091 

44,130,671 

(205,941) 

43,924,730 

(*) The Bank operates some Hedge Accounting strategies, hedging assets from its portfolio (object), regards that, the table is presented showing the liability amounts from the respective instruments. For structures whose objects are futures, the table is presented showing the balance of the daily adjustment, registered in the suspense accounts.

VII.II) Cash Flow Hedge

The Bank's cash flow hedging strategies consist of a hedge of exposure to changes in cash flows, interest payments and exchange rate exposure, which are attributable to changes in interest rates on recognized assets and liabilities and changes of unrecognized assets and liabilities.

The Bank applies the cash flow hedge as follows:

• It contracts fixed and floating dollar indexed swaps in Reais / Euro floating and designates them as a derivative instrument in a Cash Flow Hedge structure, with the purpose of protecting floating rate indexed loans and negotiated with third parties through agency in Cayman and securities held to maturity of Brazilian foreign debt securities.

• Contracts DDI + DI Futures (DIY Futures) and designates them as a derivative instrument in a Cash Flow Hedge structure, the object of which in this relation is part of the Bank's credit portfolio in Dollars and Promissory Notes in the portfolio of securities available for sale.

• The Bank has post-fixed interest rate risk generated by public securities (LFT) in the portfolio of available-for-sale securities, which present expected cash flows subject to Selic variations over their duration. To manage these oscillations, it contracts DI futures on the Stock Exchange and designates them as a derivative instrument in a Hedge Accounting structure.

• Banco RCI Brasil S.A., has hedge operations whose purpose is funding with financial letters (LF), bills of exchange (LC) and Interbank Deposit Certificates (CDI).

In cash flow hedge, the effective portion of the variation in the hedging instrument is temporarily recognized in shareholders' equity under the heading of equity valuation adjustments until the forecasted transactions occur, when that portion is recognized in the statement of income. The non effective portion of the variation in the value of exchange rate hedge derivatives is recognized directly in the statements of income. In the first semester of 2019 no result was recorded relating to ineffective portion, in 2018 was recorded on results expense of R$1,415.

 

Bank

09/30/2019

Hedge Instruments

Hedge Objects


Adjustment

Strategies

Liability

to Fair Value

Fair Value

Asset

Swap Contracts

1,308,317 

56,510 

1,364,829 

1,316,132 

Credit Operations Hedge

386,642 

7,484 

394,127 

426,513 

Securities Hedge

921,675 

49,026 

970,702 

889,619 


Future Contracts

38,594,287 

38,594,287 

22,139,308 

Credit Operations Hedge (1)

35,184,551 

35,184,551 

18,990,859 

Securities Hedge

3,409,736 

3,409,736 

3,148,449 

Bank

12/31/2018

Hedge Instruments

Hedge Objects


Adjustment

Strategies

Liability

to Fair Value

Fair Value

Asset

Swap Contracts

1,225,045 

(91,981)

1,133,065 

1,436,356 

Credit Operations Hedge

30,324 

955 

31,279 

211,599 

Securities Hedge

1,194,721 

(92,936) 

1,101,786 

1,224,757 


Future Contracts

44,541,939 

4,941,939 

17,224,115 

Credit Operations Hedge (1)

44,000,952 

4,400,952 

16,910,915 

Securities Hedge

540,987 

540,987 

313,200 

Consolidated

09/30/2019

Hedge Instruments

Hedge Objects


Adjustment

Strategies

Liability

to Fair Value

Fair Value

Asset

Swap Contracts

7,064,422 

260,241 

7,324,665 

7,484,054 

Credit Operations Hedge

706,236 

32,501 

738,737 

727,932 

Securities Hedge

921,675 

49,026 

970,702 

889,619 

Funding Hedge

5,436,511 

178,714 

5,615,226 

5,866,502 

Contratos de Futuro

38,594,287 

38,594,287 

22,139,308 

Credit Operations Hedge (1)

35,184,551 

35,184,551 

18,990,859 

Securities Hedge

3,409,736 

3,409,736 

3,148,449 

Consolidated

12/31/2018

Hedge Instruments

Hedge Objects


Adjustment

Strategies

Liability

to Fair Value

Fair Value

Asset

Swap Contracts

7,496,337 

85,440 

7,581,777 

8,159,832 

Credit Operations Hedge

1,032,283 

68,730 

1,101,012 

1,198,921 

Securities Hedge

1,194,721 

(92,936) 

1,101,786 

1,224,757 

Funding Hedge

5,269,333 

109,646 

5,378,979 

5,736,154 

Contratos de Futuro

44,541,939 

44,541,939 

17,224,115 

Credit Operations Hedge (1)

44,000,952 

44,000,952 

16,910,915 

Securities Hedge

540,987 

540,987 

313,200 

(*) The Bank operates some Cash Flow Hedge strategies, hedging assets from its portfolio (object), regards that, the table is presented showing the liability amounts from the respective instruments. For structures whose objects are futures, the table is presented showing the balance of the daily adjustment, registered in the suspense accounts.

(1) The updated amount of the instruments on september 30, 2019 is R$18,258,859 (12/31/2018 - R$16,738,641).

 

In the Bank and Consolidated, the mark-to-market effect of swap contracts and future assets corresponds to a credit in the amount of R$482,573 (12/31/2018 - R$19,523) and is recorded in shareholders' equity , net of tax effects, of which R$99,904 as credit and will be incurred against profit in the next twelve months.

VIII) Derivative Financial Instruments - Margin Given in Guarantee

The margin given as collateral for transactions traded on B3 with its own and third party derivative financial instruments is composed of federal government securities.

Bank

Consolidated

06/30/2019

06/30/2018

06/30/2019

06/30/2018

Financial Literature of the Treasury - LFT

5,342,991 

6,974,085 

5,950,560 

7,552,926 

National Treasury Bills - LTN

1,086,555 

3,392,893 

1,086,555 

3,392,886 


National Treasury Notes - NTN

660,918 

682,240 

841,790 

873,134 

Total

7,090,464 

11,049,218 

7,878,905 

11,818,946 


c) Financial Instruments - Sensitivity Analysis

The risk management is focused on portfolios and risk factors pursuant to Bacen’s regulations and good international practices.

Financial instruments are segregated into trading and banking portfolios, as in the management of market risk exposure, according to the best market practices and the transaction classification and capital management criteria of Bacen´s Basileia Standard Method. The trading portfolio consists of all transactions with financial instruments and products, including derivatives, held for trading. The banking portfolio consists of core business transactions arising from the different Banco Santander business lines and their possible hedges. Therefore, based on the nature of Banco Santander’s activities, the sensitivity analysis was divided by both trading and banking portfolios.            

Banco Santander performs the sensitivity analysis of the financial instruments in accordance with requirements of CVM nº Instruction 475/2008, considering the market information and scenarios that would adversely affect the positions of the Bank.

The table below summarizes the stress test amounts generated by Banco Santander’s corporate systems, related to the trading and banking portfolio, for each one of the portfolio scenarios as of September 30, 2019.

Trading Portfolio

Consolidated

Risk Factor

Description

Scenario 1

Scenario 2

Scenario 3

Interest Rate - Real

Exposures subject to Changes in Interest Fixed Rate

(12,417) 

(163,432) 

(326,864) 

Coupon Interest Rate

Exposures subject to Changes in Coupon Rate of Interest Rate

(2,330) 

(9,500) 

(19,001) 

Coupon - US Dollar

Exposures subject to Changes in Coupon US Dollar Rate

(7,976) 

(8,339) 

(16,679) 

Coupon - Other Currencies

Exposures subject to Changes in Coupon Foreign Currency Rate

(6,086) 

(8,510) 

(17,020) 

Foreign Currency

Exposures subject to Foreign Exchange

(11,007) 

(275,180) 

(550,361) 

Inflation

Exposures subject to Change in Coupon Rates of Price Indexes

(7,463) 

(61,801) 

(123,602) 

Shares and Indexes

Exposures subject to Change in Shares Price

(687) 

(17,184) 

(34,367) 

Commodities

Exposures subject to Change in Commodity Price

(1) 

(19) 

(38) 

Total (1)

(47,967)

(543,965)

(1,087,932)

(1) Amounts net of taxes.

Scenario 1: a shock of +10 and -10 base points on the interest curves and 1% to price changes (currency and share), are considered the greatest losses per risk factor.

Scenario 2: a shock of +25% and -25% in all risk factors, are considered the greatest losses per risk factor.

Scenario 3: a shock of +50% and -50% in all risk factors, are considered the greatest losses per risk factor.

Banking Portfolio

Consolidated

Risk Factor

Description

Scenario 1

Scenario 2

Scenario 3

Interest Rate - Real

Exposures subject to Changes in Interest Fixed Rate

(36,862) 

(516,283) 

(1,028,650) 

TR and Long-Term Interest Rate - (TJLP)

Exposures subject to Change in Exchange TR and TJLP

(52,084) 

(644,255) 

(928,539) 

Inflation

Exposures subject to Change in Coupon Rates of Price Indexes

(61,225) 

(370,602) 

(734,662) 

Coupon - US Dollar

Exposures subject to Changes in Coupon US Dollar Rate

(54,233) 

(720,883) 

(1,385,597) 

Coupon - Other Currencies

Exposures subject to Changes in Coupon Foreign Currency  Rate

(7,108) 

(93,628) 

(178,749) 

Interest Rate Markets International

Exposures subject to Changes in Interest Rate Negotiated Roles in International Market

(4,716) 

(80,963) 

(144,169) 

Foreign Currency

Exposures subject to Foreign Exchange

(761) 

(19,022) 

(38,043) 

Total (1)

(216,989)

(2,445,636)

(4,438,409)

(1) Amounts net of taxes.

Scenario 1: a shock of +10 and -10 base points on the interest curves and 1% to price changes (currency and share), are considered the greatest losses per risk factor.

Scenario 2: a shock of +25% and -25% in all risk factors, are considered the greatest losses per risk factor.

Scenario 3: a shock of +50% and -50% in all risk factors, are considered the greatest losses per risk factor.


7.            Interbank Accounts

The amount of interbank accounts is composed of restricted deposits with the Bacen to meet compulsory obligations for demand deposits, savings deposits and time deposits, and payments and receipts pending settlement, represented by checks and other documents sent to clearinghouses payment transactions (assets and liabilities position).


8.            Loan Portfolio and Allowance for Loan Losses

a) Loan Portfolio

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Lending Operations

201,684,308 

184,740,287 

268,549,673 

244,954,684 

Loans and Discounted Titles

110,062,972 

98,499,318 

125,313,117 

111,862,168 

Financing

42,623,906 

37,823,329 

94,239,125 

84,652,084 

Rural and Agroindustrial - Financing

10,771,063 

11,875,591 

10,771,063 

11,875,591 

Real Estate Financing

38,226,367 

36,542,049 

38,226,368 

36,542,049 

Securities Financing

Lending Operations Related to Assignment

22,792 

Leasing Operations

2,823,052 

2,573,079 

Advances on Foreign Exchange Contracts (Note 9) (1)

5,580,301 

6,125,308 

5,580,301 

6,125,308 

Other Receivables (2)

51,305,795 

48,120,998 

54,654,418 

51,696,570 

Total

258,570,404 

238,986,593 

331,607,444 

305,349,641 

(1)  Advance on foreign exchange contracts are classified as a reduction of other obligations.

(2)  Comprise receivables for guarantees honored other receivables - others (granted to borrowers to purchase securities, assets, notes and receivable - Note 12) and income receivable on foreign exchange contracts (Note 9).

 

Sale or Transfer Operations of Financial Assets

According to CMN Resolution nº 3,533/2008 updated with later norms, the lending operations with substantial retention of risks and benefits, started from January 1, 2012 to remain registered in the loan portfolio. For lending operations made ​​until December 31, 2011, regardless of the retention or transfer of substantial risks and benefits, financial assets were written off from the record of the original operation and the result recorded in the transfer to the appropriate result.

(i) With Substantial Transfer of Risks and Benefits

In the Bank and Consolidated, during the first period of 2019, operations were carried out credit assignment without co-obligation in the amount of R$1,694,121 (12/31/2018 - R$808,224) and were recorded substantially in borrowings and discounted securities, classified as F risk level, of which R$746,106 in intra-group transactions.

During the first nine months of 2019, credit assignments were fully provisioned without co-obligation in the amount of R$6,414,261 in the Bank and in the Consolidated related to credit losses operations, of which R$3,193,521 in intra-group transactions.

(ii) With Substantial Retention of Risks and Benefits

Since August 2016, in the Consolidated, the amount referring to the loan portfolio assigned with co-obligation started to include the operations coming from Banco PSA Finance Brasil S.A. (Banco PSA). On September 30, 2019, the present value of the operations assigned to Banco PSA was settled (12/31/2018 - R$62,649).

In September 2015, the Bank carried out assignment of credits with co-obligation related to the operations of Funded Participation (Export) in the amount of R$201,706, due in April 2019. In 2018, the loan assignment was settled.

On December 2011, the Bank made the assignment of receivables with recourse relating to real estate financing in the amount of R$688,821, which fall due until October 2041. On September 30, 2019, the present value of the divested operations is R$80,211 (12/31/2018 - R$110,501).

These assignment operations were carried out with a co-obligation clause, and compulsory repurchase is envisaged in the following situations:

-         Contracts in default for a period exceeding 90 consecutive days;

-         Contracts subject to renegotiation;

-         Contracts subject to portability in accordance with CMN Resolution nº 3,401/2006; and

-         Contracts subject to intervention.


The compulsory repurchase price will be calculated by unpaid balance of the loan due date at the time of its repurchase.

From the date of transfer, cash flows from operations will be paid directly to the assignee entity.

b) Loan Portfolio by Maturity

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Overdue

7,652,493 

7,851,837 

8,726,269 

9,513,579 

Due to:

Up to 3 Months

70,757,954 

74,904,261 

82,097,152 

85,909,980 

From 3 to 12 Months

62,197,133 

55,405,909 

83,859,355 

75,610,894 

Over 12 Months

117,962,824 

100,824,586 

156,924,668 

134,315,188 

Total

258,570,404 

238,986,593 

331,607,444 

305,349,641 

 

c) Lease Portfolio Operations

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Gross Investment in Leasing Operations

3,372,151 

3,089,417 

Lease Receivables

2,063,848 

1,975,231 

Unrealized Residual Values (1)

1,308,303 

1,114,186 

Unearned Income on Lease

(2,046,802) 

(1,955,086) 

Offsetting Residual Values

(1,308,303) 

(1,114,186) 

Leased Assets

57,856 

58,307 

6,774,042 

6,536,478 

Accumulated Depreciation

(57,856) 

(58,307) 

(3,329,177) 

(3,365,576) 

Excess Depreciation

21,908 

22,059 

1,277,948 

1,240,627 

Losses on Unamortized Lease

186,535 

190,790 

Advances for Guaranteed Residual Value

(21,908) 

(22,059) 

(2,105,967) 

(2,051,422) 

Other Assets

2,625 

2,037 

Total of Lease Portfolio at Present Value

2,823,052 

2,573,079 

(1) Guaranteed residual value of lease agreements, net of advances.

Leasing unrealized financial income (lease income to appropriate related to minimum payments to receive) in the Consolidated is R$549,099 (12/31/2018 - R$499,632).

On September 30, 2019 and 2018, there were no individually material agreements or commitments for lease contracts considered relevant.

Report per Lease Portfolio Maturity of Gross Investment

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Overdue

12,249 

9,371 

Due to:

Up to 1 Year

1,515,557 

1,336,888 

From 1 to 5 Years

1,840,407 

1,740,022 

Over 5 Years

3,938 

3,136 

Total

3,372,151 

3,089,417 

 

Report per Lease Portfolio Maturity at Present Value

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Overdue

13,965 

8,912 

Due to:

Up to 1 Year

1,225,295 

1,239,421 

From 1 to 5 Years

1,580,766 

1,323,324 

Over 5 Years

3,026 

1,422 

Total

2,823,052 

2,573,079 


d) Loan Portfolio by Business Sector

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Private Sector

257,602,198 

238,402,463 

330,638,982 

304,765,355 

Industry

51,427,083 

50,869,652 

52,322,126 

52,541,944 

Commercial

29,902,860 

29,132,915 

34,731,939 

33,979,959 

Financial Institutions

1,184,432 

1,578,981 

1,191,495 

1,585,364 

Services and Other (1)

32,826,858 

33,881,582 

36,986,145 

37,053,132 

Individuals

138,675,942 

119,869,007 

201,787,827 

176,520,693 

Credit Cards

32,319,787 

30,892,254 

32,319,787 

30,892,254 

Mortgage Loans

35,490,005 

32,438,358 

35,490,005 

32,438,358 

Payroll Loans

26,330,741 

20,976,692 

40,592,566 

33,782,238 

Financing and Vehicles Lease

2,348,394 

2,213,470 

48,956,081 

43,528,359 

Others (2)

42,187,015 

33,348,233 

44,429,388 

35,879,484 

Agricultural

3,585,023 

3,070,326 

3,619,450 

3,084,263 

Public Sector

968,207 

584,130 

968,462 

584,286 

State (3)

249,665 

560,482 

249,665 

560,482 

Municipal

718,542 

23,648 

718,796 

23,804 

Total

258,570,405 

238,986,593 

331,607,444 

305,349,641 

(Free Translation into English from the Original Previously Issued in Portuguese)

graphic_image009.jpg

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

In thousands of Brazilian Real - R$, unless otherwise stated

 

(1) Includes the activities of mortgage companies - business plan, transportation services, health, personal and others.

(2) Includes personal loans, overdraft among others.

(3) Mainly includes working capital operations.

 


e) Classification of Loan Portfolio and Respective Allowance for Loan Losses by Risk Level

Bank

09/30/2019

Loan Portfolio

Allowance

Risk Level

  Minimum Allowance Required (%)

Current

Past Due (1)

Total (3)

Required

Additional (2)

Total

AA

110,708,338 

110,708,338 

A

0.5% 

74,484,043 

74,484,043 

372,420 

372,420 

B

1% 

21,663,231 

2,350,600 

24,013,831 

240,138 

16 

240,154 

C

3% 

19,277,577 

2,425,207 

21,702,784 

651,084 

1,602 

652,686 

D

10% 

7,561,084 

1,973,634 

9,534,718 

953,472 

231,676 

1,185,148 

30% 

2,712,504 

1,905,050 

4,617,554 

1,385,267 

90,234 

1,475,501 

F

50% 

2,097,300 

1,613,559 

3,710,859 

1,855,430 

357,315 

2,212,745 

G

70% 

1,374,038 

1,225,191 

2,599,229 

1,819,460 

369,385 

2,188,845 

H

100% 

2,041,497 

5,153,353 

7,194,850 

7,194,850 

7,194,850 

Total

241,919,612 

16,646,594 

258,566,206 

14,472,120 

1,050,228 

15,522,348 

Bank

12/31/2018

Loan Portfolio

Allowance

Risk Level

  Minimum Allowance Required (%)

Current

Past Due (1)

Total (3)

Required

Additional (2)

Total

AA

97,577,221 

97,577,221 

A

0.5% 

70,680,546 

70,680,546 

353,403 

263,816 

617,219 

B

1% 

17,262,081 

3,256,203 

20,518,284 

205,183 

355,940 

561,123 

C

3% 

19,236,302 

2,331,011 

21,567,313 

647,019 

1,051,658 

1,698,677 

D

10% 

8,418,782 

2,552,645 

10,971,427 

1,097,143 

1,097,143 

30% 

2,368,666 

1,656,361 

4,025,027 

1,207,508 

1,207,508 

F

50% 

1,567,663 

1,388,291 

2,955,954 

1,477,977 

1,477,977 

G

70% 

598,233 

1,160,961 

1,759,194 

1,231,436 

1,231,436 

H

100% 

3,126,714 

5,716,357 

8,843,071 

8,843,071 

8,843,071 

Total

220,836,208 

18,061,829 

238,898,037 

15,062,740 

1,671,414 

16,734,154 

Consolidated

09/30/2019

Loan Portfolio

Allowance

Risk Level

  Minimum Allowance Required (%)

Current

Past Due (1)

Total (3)

Required

Additional (2)

Total

AA

129,988,635 

129,988,635 

A

0.5% 

115,009,617 

115,009,617 

575,048 

20,693 

595,741 

B

1% 

26,029,668 

4,001,674 

30,031,342 

300,313 

12 

300,325 

C

3% 

20,630,149 

3,858,885 

24,489,034 

734,671 

1,600 

736,271 

D

10% 

8,022,535 

2,685,119 

10,707,654 

1,070,765 

234,798 

1,305,563 

30% 

2,790,361 

2,545,954 

5,336,315 

1,600,895 

90,296 

1,691,191 

F

50% 

2,208,736 

2,381,741 

4,590,477 

2,295,238 

360,634 

2,655,872 

G

70% 

1,396,414 

1,468,719 

2,865,133 

2,005,593 

369,270 

2,374,863 

H

100% 

2,154,926 

6,426,372 

8,581,298 

8,581,298 

8,581,298 

Total

308,231,041 

23,368,464 

331,599,505 

17,163,822 

1,077,303 

18,241,125 

 

Individual and Consolidated Financial Statements – September 30, 2019       50

 

 

Consolidated

12/31/2018

Loan Portfolio

Allowance

Risk Level

  Minimum Allowance Required (%)

Current

Past Due (1)

Total (3)

Required

Additional (2)

Total

AA

115,358,812 

115,358,812 

A

0.5% 

107,768,431 

107,768,431 

538,842 

281,900 

820,742 

B

1% 

21,289,830 

4,838,249 

26,128,079 

261,281 

355,940 

617,221 

C

3% 

20,577,623 

3,667,376 

24,244,999 

727,350 

1,051,658 

1,779,008 

D

10% 

8,823,284 

3,164,178 

11,987,462 

1,198,746 

1,198,746 

30% 

2,435,111 

2,010,053 

4,445,164 

1,333,549 

1,333,549 

F

50% 

1,718,727 

1,671,879 

3,390,606 

1,695,303 

1,695,303 

G

70% 

611,648 

1,360,348 

1,971,996 

1,380,397 

1,380,397 

H

100% 

3,232,551 

6,731,606 

9,964,157 

9,964,157 

9,964,157 

Total

281,816,017 

23,443,689 

305,259,706 

17,099,625 

1,689,498 

18,789,123 

(1)   Includes current and past-due operations.  

(2)   The additional allowance is recognized based mainly on the expected realization of the loan portfolio, in addition to the current minimum regulatory requirements.

(3)   The total loan portfolio includes the value of a credit of R$4,197 (12/31/2018 - R$57,175) Bank and R$6,299 (12/31/2018 - R$50,667) Consolidated, related to the adjustment to fair value of loans that are being hedged, recorded in accordance with Article 5 of Circular Letter 3,624 of the Bacen of December 26, 2013 and are not included in the note of the risk levels (Note 6.b.VI.a).

 

f) Changes in Allowance for Loan Losses

 

Bank

Consolidated

 01/01 to
09/30/2019

01/01 to 09/30/2018

 01/01 to
09/30/2019

01/01 to 09/30/2018

Opening Balance

16,734,154 

15,867,217 

18,789,123 

17,461,974 

Allowances Recognized

7,867,982 

7,918,389 

9,696,720 

9,454,209 

Write-offs

(9,079,788) 

(7,531,820) 

(10,244,718) 

(8,692,202) 

Closing Balance

15,522,348 

16,253,786 

18,241,125 

18,223,981 

Recoveries Credits (1)

1,661,458 

1,447,703 

1,606,698 

1,637,030 

(1)   It is recorded as financial income in the items: lending operations and leasing operations. Includes the results with credit assignment without co obligation relatives to operations made before with losses in the amount of R$145,548 (2018 – R$34,564) in the Bank and R$338,283 (2018 – R$34,564) in the Consolidated.

 


g) Renegotiated Credits

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Renegotiated Credits

13,087,209 

13,811,093 

15,695,568 

15,021,047 

Allowance for Loan Losses

(6,919,005) 

(7,764,696) 

(7,672,348) 

(8,065,913) 

Percentage of Coverage on Renegotiated Credits

52.9% 

56.2% 

48.9% 

53.7% 


h) Loan Portfolio Concentration

Consolidated

09/30/2019

12/31/2018

Loan Portfolio and Credit Guarantees (1), Securities (2) and Derivatives Financial Instruments (3)

Risk

 % 

Risk

 % 

Largest Debtor

4,202,081 

1.0% 

3,679,300 

0.9% 

10 Largest

27,979,434 

6.7% 

26,626,231 

6.8% 

20 Largest

43,489,767 

10.4% 

42,775,942 

10.9% 

50 Largest

70,022,690 

16.7% 

69,956,141 

17.9% 

100 Largest

91,012,982 

21.7% 

92,337,154 

23.6% 

(1) Includes installments of credit to builders/developers.                                                                                                  

(2) Refers to debentures, promissory notes and certificates of real estate receivables - CRI.                                            

(3) Refers to credit of derivatives risk.

 


9.            Foreign Exchange Portfolio

Bank/Consolidated

09/30/2019

12/31/2018

Assets

Rights to Foreign Exchange Sold

61,204,587 

67,730,808 

Exchange Purchased Pending Settlement

49,946,106 

39,564,763 

Advances in Local Currency

(409,653) 

(109,179) 

Income Receivable from Advances and Importing Financing (Note 8.a)

105,563 

101,894 

Currency and Documents Term Foreign Currency

71,104 

85,102 

Total

110,917,707 

107,373,388 

Liabilities

Exchange Sold Pending Settlement

66,937,986 

72,067,100 

Foreign Exchange Purchased

45,393,913 

34,403,569 

Advances on Foreign Exchange Contracts (Note 8.a)

(5,580,301) 

(6,125,308) 

Others

121 

102 

Total

106,751,719 

100,345,463 

Memorandum Accounts

Outstanding Import Credits – Foreign Currency

1,582,430 

1,580,005 

Confirmed Export Credits – Foreign Currency

772,853 

194,823 


10.          Securities Trading and Brokerage

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Assets

Financial Assets and Pending Settlement Transactions

385,104 

562,324 

1,042,486 

569,457 

Clearinghouse Transactions

2,562 

2,562 

107 

Debtors Pending Settlement

63,032 

179,853 

326,573 

455,041 

Stock Exchanges - Guarantee Deposits

820,484 

110,830 

820,484 

110,830 

Others (1)

837,754 

775,356 

837,754 

775,356 

Total

2,108,936 

1,628,363 

3,029,859 

1,910,791 

Liabilities

Financial Assets and Pending Settlement Transactions

385,832 

714,564 

1,054,993 

721,169 

Creditors Pending Settlement

15,037 

105,839 

204,657 

485,082 

Creditors for Loan of Shares

331,359 

359,622 

Clearinghouse Transactions

3,149 

60,831 

140,052 

Records and Settlement

2,318 

1,370 

4,327 

2,638 

Others

10,673 

11,725 

10,681 

11,734 

Total

417,009 

833,498 

1,666,848 

1,720,297 

(1) Refers to deposits used as guarantee for derivatives transactions made with customers in the counter market.                                                         


11.          Deferred Taxes

a) Nature and Origin of Recorded Deferred Tax Assets      

Bank

 12/31/2018

 Recognition

 Realization

09/30/2019

Allowance for Loan Losses

11,717,258 

2,752,610 

(2,763,259) 

11,706,609 

Reserve for Legal and Administrative Proceedings - Civil

1,359,671 

388,145 

(321,342) 

1,426,474 

Reserve for Tax Risks and Legal Obligations

1,191,066 

578,134 

(446,242) 

1,322,958 

Reserve for Legal and Administrative Proceedings - Labor

1,867,983 

538,032 

(510,985) 

1,895,030 

Adjustment to Fair Value of Trading Securities and Derivatives (1)

2,459,145 

4,502,787 

(4,664,926) 

2,297,006 

Adjustment to Fair Value of Available-for-sale Securities and Cash Flow Hedge (1)

383,413 

(328,788) 

54,625 

Accrual for Pension Plan (2)

1,109,912 

580,797 

(23,939) 

1,666,770 

Profit Sharing, Bonuses and Personnel Gratuities

410,087 

507,122 

(568,023) 

349,186 

Other Temporary Provisions (3)

3,053,048 

(337,998) 

2,715,050 

Total Tax Credits on Temporary Differences

23,551,583 

9,847,627 

(9,965,502)

23,433,708 

Tax Losses and Negative Social Contribution Bases

478,528 

(154,271) 

324,257 

Social Contribution Tax - Executive Act 2,158/2001

417,464 

(55,332) 

362,132 

Balance of Recorded Deferred Tax Assets

24,447,575 

9,847,627 

(10,175,105)

24,120,097 

Consolidated

 12/31/2018

 Recognition

 Realization

09/30/2019

Allowance for Loan Losses

13,146,128 

3,501,047 

(3,180,612) 

13,466,563 

Reserve for Legal and Administrative Proceedings - Civil

1,470,536 

459,540 

(381,334) 

1,548,742 

Reserve for Tax Risks and Legal Obligations

1,994,094 

612,646 

(481,948) 

2,124,792 

Reserve for Legal and Administrative Proceedings - Labor

1,994,195 

570,103 

(527,654) 

2,036,644 

Adjustment to Fair Value of Trading Securities and Derivatives (1)

2,461,985 

4,535,465 

(4,666,066) 

2,331,384 

Adjustment to Fair Value of Available-for-sale Securities and Cash Flow Hedge (1)

427,108 

30,873 

(332,814) 

125,167 

Accrual for Pension Plan (2)

1,119,330 

588,483 

(23,940) 

1,683,873 

Profit Sharing, Bonuses and Personnel Gratuities

452,046 

554,756 

(617,835) 

388,967 

Other Temporary Provisions (3)

3,252,458 

127,164 

(384,809) 

2,994,813 

Total Tax Credits on Temporary Differences

26,317,880 

10,980,077 

(10,597,012)

26,700,945 

Tax Loss Carryforwards

928,752 

48,157 

(228,244) 

748,665 

Social Contribution Tax - Executive Act 2,158/2001

417,463 

(55,331) 

362,132 

Balance of Recorded Tax Credits

27,664,095 

11,028,234 

(10,880,587)

27,811,742 

(1) Includes tax credits IRPJ, CSLL, PIS and Cofins.          
(2) Includes tax credits IRPJ and CSLL, adjustments on plan benefits to employees as mentioned Note 3.n.   
(3) Composed mainly by administrative provisions nature.

On September 30, 2019, there are deferred tax assets not registered in assets in the amount of R$176,057 (12/31/2018 - R$259,824) in the Bank and R$207,843 (12/31/2018 - R$318,155) in the Consolidated, whose expectation of achievement exceeds 10 years.

The accounting record of the deferred tax assets in the Santander Brasil financial statements was made at the rates applicable to the expected period of its realization and is based on the projection of future results and a technical study prepared pursuant to CMN Resolution nº 3,059/2002, with the amendments to the Resolution CMN nº 4,441/2015.  

b) Expected Realization of Recorded Tax Credits

Bank

09/30/2019

Temporary Differences

Tax Loss

Total

Year

IRPJ

CSLL

PIS/Cofins

Carryforwards

CSLL 18%

Recorded

2019 

977,582 

589,751 

18,413 

315,960 

75,925 

1,977,631 

2020 

4,102,786 

2,474,482 

73,652 

8,297 

286,207 

6,945,424 

2021 

4,337,642 

2,567,913 

73,652 

6,979,207 

2022 

2,964,264 

1,780,229 

56,483 

4,800,976 

2023 

555,365 

336,525 

4,978 

896,868 

2024 to 2026

1,056,444 

638,907 

14,935 

1,710,286 

2027 to 2029

485,762 

310,253 

13,690 

809,705 

Total

14,479,845 

8,698,060 

255,803 

324,257 

362,132 

24,120,097 

Consolidated

09/30/2019

Temporary Differences

Tax Loss

Total

Year

IRPJ

CSLL

PIS/Cofins

Carryforwards

CSLL 18%

Recorded

2019 

1,128,620 

676,042 

18,815 

371,309 

75,925 

2,270,711 

2020 

4,659,815 

2,789,763 

75,261 

111,535 

286,207 

7,922,581 

2021 

4,773,197 

2,822,953 

75,244 

69,954 

7,741,348 

2022 

3,315,033 

1,985,601 

58,026 

54,186 

5,412,846 

2023 

1,075,117 

619,513 

6,521 

9,495 

1,710,646 

2024 to 2026

1,097,307 

662,016 

16,121 

116,509 

1,891,953 

2027 to 2029

510,310 

321,944 

13,726 

15,677 

861,657 

Total

16,559,399 

9,877,832 

263,714 

748,665 

362,132 

27,811,742 

Due to differences between accounting, tax and corporate, expected realization of tax credits should not be taken as indicative of future net income.                                                                                                                       

c) Present Value of Tax Credits   

The present value of the tax credits recorded is R$21,776,696 (12/31/2018 - R$22,054,923) in the Bank and R$25,029,118 (12/31/2018 - R$24,785,205) in the Consolidated, calculated according to with the expectation of realizing the temporary differences, tax loss carryforwards, negative social contribution tax, Social Contribution 18% - MP 2,158/2001 and the average funding rate, projected for the corresponding periods.



 

 

 

12.          Other Receivables - Other

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Notes and Credits Receivable (Note 8.a)

  Credit Cards

26,025,194 

25,811,419 

26,144,200 

25,955,382 

  Receivables (1)

24,431,394 

21,190,997 

27,565,220 

24,622,605 

Escrow Deposits for:

Tax Claims

5,065,888 

5,035,103 

6,927,037 

6,834,114 

Labor Claims

2,582,983 

2,038,755 

2,749,985 

2,155,863 

Others - Civil

1,176,566 

1,154,478 

1,457,601 

1,361,530 

Contract Guarantees - Former Controlling Stockholders (Note 22.i) (2)

102,903 

525,155 

102,903 

605,639 

Recoverable Taxes

3,530,719 

2,897,838 

4,613,477 

3,864,816 

Receivables -  Buyer Services

Reimbursable Payments

181,787 

168,933 

208,493 

191,469 

Salary Advances/Others

214,011 

79,297 

455,902 

141,553 

Employee Benefit Plan (Note 34)

316,592 

223,302 

384,302 

273,281 

Debtors for Purchase of Assets (Note 8.a)

536,415 

472,642 

536,415 

472,642 

Receivable from Affiliates

41,093 

32,532 

51,260 

18,796 

Others

1,256,659 

986,999 

2,363,395 

1,832,436 

Total

65,462,204 

60,617,450 

73,560,190 

68,330,126 

(1)    It consists of operations with credit assignment characteristics substantially composed of "Confirming" operations with companies subject to credit risk and analysis of loan losses by segment in accordance with the Bank risk policies.

(2)    In the end of June 30, 2019, the Bank entered into an agreement with a former controlling shareholder, in which the Bank's liabilities became the responsibility of the Bank, with no impact on results.

 


13.          Dependences Information and Foreign Subsidiary

Branches:                                                                                                                                                                        

Cayman                                                                                                                                                            

The Grand Cayman Agency is licensed under the Banks and Fiduciary Companies Act and is duly registered as a Foreign Company with the Registrar of Companies in Grand Cayman, Cayman Islands. The agency is therefore duly authorized to carry out banking business in the Cayman Islands and is currently engaged in fund raising business in the international banking and capital market to provide credit lines to Banco Santander, which are then extended to Banco Santander clients' for financing working capital and foreign trade. It also receives deposits in foreign currency from corporate clients and individuals and provides credit to Brazilian and foreign clients, primarily to support commercial operations with Brazil.

Luxembourg

On June 9, 2017, Banco Santander obtained authorization from the Brazilian Central Bank to set up an agency in Luxembourg with a capital of US$1 billion, with the objective of complementing the foreign trade strategy for corporate clients (large Brazilian companies and their operations abroad) and offer financial products and services through an offshore entity that is not established in a jurisdiction with favored taxation and that allows for the increase of funding capacity. The opening of the agency was authorized by the Minister of Finance of Luxembourg on March 5, 2018. On April 3, 2018, after the reduction of the capital of the Cayman Agency in the equivalent amount, the value of US$1 billion was allocated to capital of the Luxembourg branch.

Subsidiary:

Banco Santander has a subsidiary in Spain, Santander Brasil, Establecimiento Financiero de Credito, S.A. (Santander Brasil EFC), to complement the foreign trade strategy for corporate clients - large brazilian companies and their operations abroad - and offer products and financial services through an offshore entity that is not established in a jurisdiction with favored taxation.

The summarized financial position of dependency and foreign subsidiary, converted at the exchange rate prevailing at balance sheet date in the financial statements include (without eliminating transactions with related parties):

Grand Cayman Branch (3)

Luxembourg Branch (3)

Santander Brasil EFC (3)

09/30/2019

12/31/2018

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Assets

114,534,323 

92,861,348 

17,049,072 

11,193,937 

3,960,548 

3,588,365 

Current and Long-term Assets

114,534,323 

92,861,348 

17,048,760 

11,193,591 

3,960,548 

3,588,365 

 

 

 

Cash

2,580,590 

4,810,743 

121,321 

27,433 

367,851 

172,752 

Interbank Investments

22,009,831 

18,932,358 

2,046,662 

2,507,169 

2,498,375 

1,731,210 

Securities and Derivatives Financial Instruments

66,774,453 

47,969,178 

916,727 

543,737 

35,003 

62,226 

Lending Operations (1)

15,844,001 

13,620,719 

13,724,104 

8,053,459 

699,787 

1,559,244 

Foreign Exchange Portfolio

4,379,814 

5,449,633 

178,480 

27,384 

Others

2,945,634 

2,078,717 

61,466 

34,409 

359,532 

62,933 

Permanent Assets

312 

346 

Liabilities

114,534,323 

92,861,348 

17,049,072 

11,244,114 

3,960,548 

3,588,365 

Current and Long-term Liabilities

58,253,097 

47,276,437 

12,523,104 

7,184,013 

374,792 

43,037 

Deposits and Money Market Funding

7,211,170 

6,778,080 

1,042,835 

525,047 

29,845 

29,165 

Funds from Acceptance and Issuance of Securities

10,230,662 

4,451,782 

2,426,721 

Debt Instruments Eligible to Compose Capital

10,685,626 

9,782,372 

Borrowings (2)

19,715,804 

16,095,088 

8,522,555 

6,581,247 

Foreign Exchange Portfolio

4,350,666 

5,397,345 

173,393 

27,542 

Others

6,059,169 

4,771,770 

357,600 

50,177 

344,947 

13,872 

Deferred Income

127 

136 

869 

50,177 

29 

14,375 

Stockholders' Equity

56,281,099 

45,584,775 

4,525,099 

4,009,924 

3,585,727 

3,530,953 

 01/01 to 09/30/2019

 01/01 to 09/30/2018

 01/01 to 09/30/2019

 01/01 to 09/30/2018

 01/01 to 09/30/2019

 01/01 to 09/30/2018

Net Income

1,973,237 

1,917,322 

211,598 

33,646 

21,329 

60,966 

(1)  Refers mainly to lending and export financing operations.

(2)  Borrowings abroad regarding financing lines to exports and imports and other lines of credit.     

(3)  The functional currency is Real (Note 3.b).


14.          Investments in Affiliates and Subsidiaries

a) Amount of Shares or Quotas Owned, Direct and Indirect Participation

09/30/2019

Quantity of Shares or Quotas Owned (in Thousands)

Direct

Consolidated

Investments

Activity

Common Shares and Quotas

Preferred Shares

Participation

Participation

Controlled by Banco Santander

Santander Leasing S.A. Arrendamento Mercantil (Santander Leasing)

 Leasing

11,043,798 

78.57% 

99.99% 

Santander Brasil Administradora de Consórcio Ltda. (Santander Brasil Consórcio) (1)

 Buying Club

238,886 

100.00% 

100.00% 

Banco Bandepe S.A. (2)

 Bank

3,589 

100.00% 

100.00% 

Banco RCI Brasil S.A.

 Bank

81 

81 

39.89% 

39.89% 

Aymoré Crédito, Financiamento e Investimento S.A. (Aymoré CFI) (3)

 Financial

287,706,670 

100.00% 

100.00% 

Santander CCVM (4)

 Broker

14,067,673 

14,067,673 

99.99% 

100.00% 

Santander Corretora de Seguros, Investimentos e Serviços S.A. (Santander Corretora de Seguros)

 Other Activities

7,184 

100.00% 

100.00% 

Getnet S.A. (5)

 Payment Institution

69,565 

100.00% 

100.00% 

Sancap Investimentos e Participações S.A. (Sancap) (6)

 Holding

17,114,176 

100.00% 

100.00% 

Santander Brasil EFC

 Financial

75 

100.00% 

100.00% 

Atual Serviços de Recuperação de Créditos e Meios Digitais S.A. (current name of Atual Companhia Securitizadora de Créditos Financeiros)(7)

 Recovery of Defaulted Credits

781,842 

100.00% 

100.00% 

Santander Holding Imobiliária S.A. (8)

 Holding

341,675 

100.00% 

100.00% 

Santander Brasil Tecnologia S.A. (current name of Produban Serviços de Informática S.A.) (9)

 Tecnology

45,371 

100.00% 

100.00% 

Rojo Entretenimento S.A. (10)

 Other Activities

7,417 

94.60% 

94.60% 

BEN Benefícios e Serviços S.A. (BEN Benefícios)  (11)

 Other Activities

90,000 

100.00% 

100.00% 

Esfera Fidelidade S.A. (12)

 Other Activities

10,001 

100.00% 

100.00% 

Controlled by Aymoré CFI

Super Pagamentos e Administração de Meios Eletrônicos S.A. (Super Pagamentos)

 Payment Institution

90,724 

100.00% 

Banco Olé Bonsucesso Consignado S.A. (Olé Consignado) (13)

 Bank

261,359 

60.00% 

Banco PSA

 Bank

105 

50.00% 

Banco Hyundai Capital Brasil S.A. (current name of BHJV Assessoria e Consultoria Empresarial Ltda.) (14)

 Bank

150,000 

50.00% 

Controlled by Santander Leasing

PI Distribuidora de Títulos e Valores Mobiliários S.A. (current name of Santander Finance Arrendamento Mercantil S.A.) (PI DTVM) (15)

 Leasing

182 

100.00% 

Controlled by Sancap

Santander Capitalização S.A. (Santander Capitalização)

 Capitalization

64,615 

100.00% 

Evidence Previdência S.A. (16)

 Private Pension

25,578,184 

100.00% 

 


 

09/30/2019

Quantity of Shares or Quotas Owned (in Thousands)

Direct

Consolidated

Investments

Activity

Common Shares and Quotas

Preferred Shares

Participation

Participation

Controlled by Atual Serviços de Recuperação de Créditos
  e Meios Digitais S.A. (8)

Return Capital Serviços de Recuperação de Créditos S.A. (current name of Ipanema Empreendimentos e Participações S.A.) (17)

 Collection and Recover of Credit Management

140 

70.00% 

Controlled by Return Capital Serviços de Recuperação de Créditos S.A. (current name of Ipanema Empreendimentos e Participações S.A.) (19)

 Return Gestão de Recursos S.A. (current name of Gestora de Investimentos Ipanema S.A.) (17)

 Resources Management

11 

100.00% 

Jointly Controlled Companies by Banco Santander

Cibrasec Companhia Brasileira de Securitização (Cibrasec) (18)

 Securitization

Norchem Participações e Consultoria S.A. (Norchem Participações)

 Other Activities

950 

50.00% 

50.00% 

Estruturadora Brasileira de Projetos S.A. - EBP (EBP) (19)

 Other Activities

3,859 

2,953 

11.11% 

11.11% 

Gestora de Inteligência de Crédito S.A. (Gestora de Crédito) (20)

 Credit Bureau

3,560 

3,560 

20.00% 

20.00% 

Campo Grande Empreendimentos Ltda. (21)

 Other Activities

255 

25.32% 

25.32% 

Jointly Controlled Companies by Santander Corretora de Seguros

Webmotors S.A. (22)

 Other Activities

366,182,676 

70.00% 

TecBan - Tecnologia Bancária S.A. (TecBan)

 Other Activities

743,944 

19.81% 

PSA Corretora de Seguros e Serviços Ltda. (PSA Corretora de Seguros) (23)

 Insurance Broker

450 

50.00% 

Jointly Controlled by Sancap

Santander Auto S.A. (24)

 Other Activities

14,500 

50.00% 

Controlled by Getnet S.A

Auttar HUT Processamento de Dados Ltda. (Auttar HUT)

 Other Activities

3,865 

100.00% 

Integry Tecnologia e Serviços A.H.U Ltda. (Integry Tecnologia)

 Other Activities

76,276 

99.99% 

Toque Fale Serviços de Telemarketing Ltda. (Toque Fale)

 Other Activities

6,050 

100.00% 

Controlled by Webmotors S.A.

Loop Gestão de Pátios S.A. (Loop) (25)

 Other Activities

23,243 

51.00% 

Controlled by TecBan

Tbnet Comércio, Locação e Administração Ltda. (Tbnet)

 Other Activities

530,301 

19.81% 

Controlled by Tebnet

Tbforte Segurança e Transporte de Valores Ltda. (Tbforte)

 Other Activities

517,505 

19.81% 

Controlled by Olé Consignado

BPV Promotora de Vendas e Cobrança Ltda.

 Other Activities

6,950 

60.00% 

Olé Tecnologia Ltda.

 Other Activities

450 

60.00% 

Affiliate of Banco Santander

Norchem Holdings e Negócios S.A. (Norchem Holdings)

 Other  Activities

1,679 

21.75% 

21.75% 

 

 

b)     Value of Investments

Adjusted Stockholders' Equity

Net Income Adjusted

Investments Value

Equity Accounting Results

09/30/2019

 01/01 to
09/30/2019

09/30/2019

12/31/2018

 01/01 to
09/30/2019

 01/01 to 09/30/2018

Controlled by Banco Santander

Santander Leasing

5,786,390 

59,736 

4,546,600 

4,520,381 

46,937 

281,828 

Banco Bandepe S.A.

5,249,381 

212,123 

5,249,381 

4,193,144 

212,123 

168,102 

Santander Brasil EFC

3,585,728 

21,329 

3,585,728 

3,530,953 

21,329 

60,966 

Santander Corretora de Seguros

2,883,635 

321,543 

2,883,635 

2,556,667 

321,543 

291,417 

Aymoré CFI

2,103,575 

622,545 

2,103,575 

2,191,024 

622,545 

508,481 

Getnet S.A.

2,570,800 

476,902 

2,570,800 

1,916,271 

472,941 

304,790 

Goodwill on the Acquisition of Residual Participation of Getnet S.A. (5)

1,109,906 

Banco RCI Brasil S.A.

1,267,173 

150,243 

505,487 

474,285 

59,933 

58,229 

Atual Serviços de Recuperação de Créditos e Meios Digitais S.A.

1,071,331 

31,443 

1,071,098 

269,655 

31,461 

13,730 

Santander CCVM

627,438 

77,831 

627,438 

595,575 

77,831 

74,176 

Sancap

637,883 

105,521 

637,883 

435,968 

105,440 

114,262 

Santander Brasil Consórcio

373,960 

151,857 

373,960 

318,115 

151,857 

101,736 

Others

1,099,313 

9,491 

780,117 

468,739 

36,478 

(4,581) 

Total

26,045,608 

21,470,777 

2,160,418 

1,973,136 

 

Adjusted Stockholders' Equity

Net Income (Loss) Adjusted

Investments Value

Equity Accounting Results

09/30/2019

 01/01 to
09/30/2019

09/30/2019

12/31/2018

 01/01 to
09/30/2019

 01/01 to
09/30/2019

Jointly Controlled Companies Directly and Indirectly by Banco Santander

TecBan

456,894 

44,690 

90,511 

81,658 

8,853 

(5,308) 

Gestora de Crédito

256,120 

(39,367) 

51,224 

59,099 

(7,873) 

(3,831) 

Webmotors S.A.

194,752 

46,259 

136,326 

103,945 

32,381 

21,960 

Norchem Holdings

97,098 

2,038 

21,119 

20,933 

443 

441 

Cibrasec

767 

7,298 

75 

187 

Norchem Participações

41,803 

1,593 

20,903 

26,105 

796 

890 

EBP

34,788 

1,571 

3,865 

3,690 

175 

(1,042) 

Santander Auto

28,617 

(493) 

14,307 

7,556 

(247) 

PSA Corretora

1,819 

747 

910 

1,206 

373 

310 

Others

5,265 

5,262 

127 

280 

 Total

345,436 

316,752 

35,109 

13,887 

 

(1)     At an Extraordinary General Meeting (EGM) held on April 30, 2019, a capital increase of R$79,537 was approved, the share capital of R$95,349 increased to R$174,886 composed by 174,885,602 shares with R$1,00 (one real) nominative value each. The Extraordinary General Meeting held on August 15, 2019 approved a capital increase, based on statutory reserves, in the amount of R$64,000, from R$174,886 to R$238,886 divided into 238,885,602 shares, with par value of R$1.00 (one dollar) each.

(2)     At an EGM held on December 7, 2018, a capital increase of R$2,000,000 was approved , the share capital of R$2,787,689 increased to R$4,787,689 through the issuance of 1,405,667 (one million four hundred five thousand six hundred sixty-seven) new common shares, nominatives and without par value. The shareholder Banco Santander subscribed the fully of new common shares issued and pain-in the shares corresponding 50% of the capital share increase, being set that subscribed shares and outstanding of paind-in will be realize in term of one year counting since approving date of capital increased by Bacen.

(3)     At an EGM held on April 26, 2019, a capital increase of R$137,880 was approved, the share capital of R$726,561 increased to R$864,441 without issuance of new shares.

(4)     At an EGM held on April 26, 2019, a capital increase of R$1,689 was approved, the share capital of R$296,000 increased to R$297,689 without issuance of new shares.

(5)     In February 25, 2019, Banco Santander acquired the Minority Shares totality of GetNet S.A., corresponding 11.5% of share capital of GetNet S.A., conform “Purchase and Sale Contract’s of shares and others deals of GetNet S.A.” with approving by Bacen in February 18, 2019. (Note 36.c)

(6)     At an EGM held on April 2, 2019, a capital increase of R$200,000,000 was approved, the share capital of R$347,135 increased to R$547,135 composed by 17,114,176,389 (seventeen billion one hundred fourteen million one hundred seventy-six thousand three hundred eighty-nine) new common shares, nominative and without par value.

(7)     At an EGM held on March 23, 2018, a capital increase of R$150,000 was approved, through the issuance of 145,419,292 (one hundred forty-five million, four hundred nineteen thousand and two hundred ninety-two) new common shares, nominative and without par value, the share capital of R$120,000 increased to R$270,000. The shares issued in the capital increase were fully subscribed by the stockholder of Banco Santander. In addition, the Extraordinary General Meeting issued the denomination change of the company to Atual Serviços de Recuperação de Créditos e Meios Digitais S.A. At the AGM held on March 31, 2019, a capital increase of R$100,000 was approved, through the issuance of 92,174,394 ( ninety-two million, one hundred seventy-four thousand and three hundred ninety-four) new common shares, nominatives and without per value, the share capital of R$270,000 increased to R$370,000. The shares issuance in reason of capital growth was fully subscribed by shareholder Santander. At an EGM held on July 25, 2019, a capital increase of R$375,000 was approved, the share capital of R$370,000 increased to R$745,000 through the issuance of 335,240,479 (three hundred third-five million two hundred fourty thousand four hundred seventy-nine) new common shares, nominative and without par value.

(8)     On May 14, 2019, the Bank Santander and your fully affiliate Santander Holding Imobiliária S.A. perform bound document with partners of Summer Empreendimentos Ltda establishing trade of purchase and sale terms of representative shares in the totality of share capital of Summer Empreendimentos. The operation conclusion is subject of new precedence conditions usual to this type of trade, including the previously authorization by BACEN (Note 36.a). At an EGM held on April 18, 2019, a capital increase of R$86,000 was approved, the share capital of R$24,500 increased to R$110,500 through the issuance of 108,271,434 (one hundred eight million two hundred seventy-one thousand four hundred thirdy-four) new common shares, nominatives and without per value. At EGM held on May 30, 2019, a capital increase of R$119,162 was approved, the share capital of R$110,500 increase to R$229,662 through the issuance of 151,009,682 (one hundred fifty-one million nine thousand six hundred eighty-two) new common shares, nominatives and without per value, at issuance's value share of R$0,7891 each.

(9)     Company acquired on February 28, 2018, on the same date, Produban Serviços de Informática S.A. was changed to Santander Brasil Tecnologia S.A. (Note 36.g). At the Extraordinary Shareholders' Meeting held on March 19, 2018, the capital increase of Santander Brasil Tecnologia SA (currently known as Produban Serviços de Informática SA) was approved in the amount of R$4,000, through the capitalization of the reserve for equalization of dividends, without changing the number of shares, the capital stock being increased from R$91,048 to R$95,048, represented by 45,371,225 (forty-five million, three hundred and seventy-one thousand, two hundred and twenty-five) common shares, nominative and without par value.

(10)   Investment transferred from non-current assets held for sale in June, 2018.

(11)   Company incorporated in June 11, 2018 (Note 36.f). At the EGM held on March 27, 2019, a capital increase of R$49,999 was approved, the share capital of R$45,001 increased to R$90,000, through the issuance of 44,999,000 (forty-four million nine hundred ninety-nine thousand) new common shares, nominative and without par value. The shareholder Banco Santander subscribed a totality of new shares issued and paid in the shares corresponding 100% of share capital increase.

(12)   Company incorporated on August 14, 2018 with the beginning of its activities in November 2018 (Note 36.d).

(13)   Stockholders representing the entire share capital of Olé Consignado, at the Extraordinary Shareholders' Meeting held on February 9, 2018, approved the increase in the capital of Olé Consignado in the amount of R$120,000, from the current R$400,000 to R$520,000, through the issuance of 57,089,392 (fifty-seven million, eighty-nine thousand, three hundred and ninety-two) common, nominative and non-par value shares fully subscribed and paid-in by the stockholders on the date of the AGE in proportion to their respective stockholdings. The capital increase was approved by the Central Bank in an order dated March 15, 2018.

(14)   The pre-operating company BHJV Assessoria e Consultoria em Gestão Empresarial Ltda., was incorporated on April 11, 2018 and transformed into Banco Hyundai Capital Brasil S.A. on December 13, 2018. Aymoré CFI, a wholly-owned subsidiary of Banco Santander , has the effective operational control of the company (Note 36.j). At the EGM held on February 19, 2019, a capital increase of R$200,000 was approved, through the issuance of 200,000,000 (two hundred million) new common shares, nominative and without par value, the share capital of R$100,000 increased to R$300,000. The shares issued as a result of the capital increase were fully subscribed by the shareholders Aymoré Financiamentos FI in the amount of R$100,000 and Hyundai Capital Services Inc. in the amount of R$100,000.

(15)   At the EGM held in May 3, 2018, the shareholders of Company approved its change into a securities distributing company, and the change of its corporate name to SI Distribuidora de Títulos e Valores Mobiliários S.A. The change process was approved by Bacen in November 21, 2018. At an Extraordinary General Meeting held on December 17, 2018, SI Distribuidora de Valores Mobiliários SA approved the change of its corporate name to PI Distribuidora de Títulos e Valores Mobiliários SA. The amendment process was approved by Bacen in January 22, 2019 (Note 36.k).

(16)   At an EGM held on April 2, 2019, a capital increase of R$200,000 was approved, the share capital of R$ 250,000 increased to R$450,000 through the issuance of 12,987,012,987 (twelve billion nine hundred eighty-seven million twelve thousand nine hundred eighty-seven) new common shares, nominative and without par value.

(17)   At the EGM held in July 12, 2018, was approved the change of its corporate name of Ipanema Empreendimentos e Participações S.A. to Return Capital Serviços de Recuperação de Créditos S.A. At an AGM held on July 12, 2018, was approved the change of its corporate name Gestora de Investimentos Ipanema S.A. to Return Gestão de Recursos S.A.

(18)   The Bank has a participation of less than 20%, and there is no control block in Cibrasec, and business decisions are taken jointly by the stockholders.

(19)   According to its Bylaws, EBP was formed in order to carry out projects to contribute for the brazilian economic and social development for the period of 10 years. After the conclusion of the timetable set EPB closes its activities this year of 2018. The dissolution of its rights and liquidation were aproved in the EGM held on january 29, 2018. The Company is in the process of liquidation.

(20)   Company incorporated in April 14, 2017 and it is in the pre-operational phase. Pursuant to the stockholders' agreement, the control is shared among stockholders who hold 20% of its share capital each (Note 36.i).

(21)   Participation resulting from the credit recovery from the Banco Comercial and Investimentos Sudameris S.A. incorporated in 2009 by Banco ABN AMRO Real S.A., which in the same year was incorporated into the Banco Santander (Brasil) S.A. currently partner of Campo Grande Empreendimentos Ltda. The partners are conducting the procedures for extinction of the company, whose depends on the sale of a property. Once it has been sold, the liquidation of the company and each partner will receive its share of the equity.

(22)   Although participation exceeds 50%, in accordance with the stockholder' agreement, the control is shared by Santander Corretora de Seguros and Carsales.com.  Investments PTY LTD (Carsales).

(23)   In accordance with the stockholders' agreement, the control is shared by Santander Corretora de Seguros and PSA Services LTD.

(24)   Insurance company incorporated on October 9, 2018, through transformation of the corporate vehicle L.G.J.S.P.E. Empreendimentos e Participações S.A., submitted to Susep to obtain authorization to operate. In accordance with the shareholders' agreement, the control is shared by Sancap and HDI Seguros S.A. (Note 36.h).

(25)   Investment acquired in September 25, 2018 (Note 36.e).

(26)   Mainly composed by Webmotors’ goodwill.


15.          Fixed Assets

Bank

09/30/2019

12/31/2018

Cost

Depreciation

Net

Net

Real Estate

2,466,848 

(779,911)

1,686,937 

1,737,134 

Land

653,065 

653,065 

653,135 

Buildings

1,813,783 

(779,911) 

1,033,872 

1,083,999 

Others Fixed Assets

13,424,631 

(9,064,069)

4,360,562 

4,088,273 

Installations, Furniture and Equipment

4,264,900 

(2,323,681) 

1,941,219 

1,571,414 

Data Processing Equipment

3,746,226 

(3,209,344) 

536,882 

445,450 

Leasehold Improvements

4,123,994 

(2,667,026) 

1,456,968 

1,498,849 

Security and Communication Equipment

831,738 

(599,390) 

232,348 

252,152 

Others

457,773 

(264,628) 

193,145 

320,408 

Total

15,891,479 

(9,843,980)

6,047,499 

5,825,407 

Consolidated

09/30/2019

12/31/2018

Cost

Depreciation

Net

Net

Real Estate

2,752,726 

(812,394)

1,940,332 

1,909,959 

Land

720,469 

720,469 

686,520 

Buildings

2,032,257 

(812,394) 

1,219,863 

1,223,439 

Others Fixed Assets

14,967,255 

(9,979,358)

4,987,897 

4,588,533 

Installations, Furniture and Equipment

4,371,867 

(2,355,383) 

2,016,484 

1,669,541 

Data Processing Equipment

3,988,642 

(3,328,346) 

660,296 

582,191 

Leasehold Improvements

4,195,422 

(2,720,203) 

1,475,219 

1,516,040 

Security and Communication Equipment

1,924,715 

(1,308,425) 

616,290 

496,475 

Others

486,609 

(267,001) 

219,608 

324,286 

Total

17,719,981 

(10,791,752)

6,928,229 

6,498,492 


16.          Intangibles

Bank

09/30/2019

12/31/2018

Cost

Amortization

Net

Net

Goodwill on Acquired Companies

26,419,016 

(26,172,359)

246,657 

283,474 

Other Intangible Assets

10,157,667 

(6,650,568)

3,507,099 

3,296,078 

Acquisition and Development of Software

6,647,099 

(5,017,978) 

1,629,121 

1,314,786 

Exclusivity Contracts for Provision of Banking Services

3,189,142 

(1,349,535) 

1,839,607 

1,933,538 

Others

321,426 

(283,055) 

38,371 

47,754 

Total

36,576,683 

(32,822,927)

3,753,756 

3,579,552 

Consolidated

09/30/2019

12/31/2018

Cost

Amortization

Net

Net

Goodwill on Acquired Companies

29,077,408 

(27,387,345)

1,690,063 

793,430 

Other Intangible Assets

10,908,582 

(7,098,603)

3,809,979 

3,525,818 

Acquisition and Development of Software

7,242,094 

(5,373,055) 

1,869,039 

1,517,731 

Exclusivity Contracts for Provision of Banking Services

3,189,142 

(1,349,535) 

1,839,607 

1,933,538 

Others

477,346 

(376,013) 

101,333 

74,549 

Total

39,985,990 

(34,485,948)

5,500,042 

4,319,248 



 

17.          Funding and Borrowings and Onlendings

a) Deposits                                                                        

Bank

09/30/2019

12/31/2018

Without

Up to 3

From 3 to

Over 12

Maturity

Months

12 Months

Months

Total

Total

Demand Deposits

22,399,391 

22,399,391 

20,531,035 

Savings Deposits

47,340,718 

47,340,718 

46,068,346 

Interbank Deposits

1,277,549 

2,883,448 

55,895 

4,216,892 

6,579,524 

Time Deposits (1)

82,719 

51,204,797 

77,582,126 

58,335,207 

187,204,849 

185,907,537 

Total

69,822,828 

52,482,346 

80,465,574 

58,391,102 

261,161,850 

259,086,442 

Consolidated

09/30/2019

12/31/2018

Without

Up to 3

From 3 to

Over 12

Maturity

Months

12 Months

Months

Total

Total

Demand Deposits

22,190,928 

22,190,928 

18,831,579 

Savings Deposits

47,340,718 

47,340,718 

46,068,346 

Interbank Deposits

1,263,646 

1,781,429 

69,241 

3,114,316 

3,065,406 

Time Deposits (1)

82,719 

51,211,624 

76,724,151 

57,342,767 

185,361,261 

184,098,307 

Other Deposits

101,755 

101,755 

8,606 

Total

69,614,365 

52,475,270 

78,607,335 

57,412,008 

258,108,978 

252,072,244 

(1)    Considering the maturities established in the respective applications, there is the possibility of immediate withdrawal, in advance of maturity.     

 

b) Money Market Funding

Bank

09/30/2019

12/31/2018

Up to 3

From 3 to

Over 12

Months

12 Months

Months

Total

Total

Own Portfolio

96,665,980 

449,327 

110,062 

97,225,369 

89,308,822 

Government Securities

89,418,125 

303,649 

100,086 

89,821,860 

82,331,057 

Debt Securities in Issue

2,872 

135,688 

9,976 

148,536 

216,684 

Others

7,244,983 

9,990 

7,254,973 

6,761,081 

Third Parties

7,256,837 

7,256,837 

15,200,913 

Linked to Trading Portfolio Operations

3,633,384 

790,449 

19,117,580 

23,541,413 

32,440,445 

Total

107,556,201 

1,239,776 

19,227,642 

128,023,619 

136,950,180 

 

Consolidated

09/30/2019

12/31/2018

Up to 3

From 3 to

Over 12

Months

12 Months

Months

Total

Total

Own Portfolio

91,642,881 

187,266 

10,063 

91,840,210 

85,178,225 

Government Securities

84,395,026 

41,588 

87 

84,436,701 

78,200,460 

Debt Securities in Issue

2,872 

135,688 

9,976 

148,536 

216,684 

Others

7,244,983 

9,990 

7,254,973 

6,761,081 

Third Parties

7,256,837 

7,256,837 

14,200,914 

Linked to Trading Portfolio Operations

3,633,384 

790,449 

19,117,580 

23,541,413 

32,440,445 

Total

102,533,102 

977,715 

19,127,643 

122,638,460 

131,819,584 

 

c) Funds from Acceptance and Issuance of Securities

Bank

09/30/2019

12/31/2018

Up to 3

From 3 to

Over 12

Months

12 Months

Months

Total

Total

Real Estate Credit Notes, Mortgage Notes,
  Credit and Similar Notes

11,237,346 

33,920,309 

28,071,661 

73,229,316 

70,109,242 

Real Estate Credit Notes - LCI (1)

4,538,071 

6,941,961 

16,283,948 

27,763,980 

27,159,984 

Agribusiness Credit Notes - LCA

1,666,315 

10,468,739 

1,618,216 

13,753,270 

11,925,018 

Treasury Bills - LF (2)

5,032,960 

16,509,609 

8,892,471 

30,435,040 

30,720,861 

Guaranteed Real Estate Credit Notes - LIG (3)

1,277,026 

1,277,026 

303,379 

Securities Issued Abroad

1,026,646 

3,978,427 

7,652,493 

12,657,566 

4,516,647 

Eurobonds

1,026,646 

3,978,427 

7,652,493 

12,657,566 

4,516,647 

Funding by Structured Operations Certificates

527,587 

684,192 

1,806,704 

3,018,483 

2,646,215 

Total

12,791,579 

38,582,928 

37,530,858 

88,905,365 

77,272,104 

Consolidated

09/30/2019

12/31/2018

Up to 3

From 3 to

Over 12

Months

12 Months

Months

Total

Total

Exchange Acceptances

340,926 

251,068 

900,381 

1,492,375 

1,318,895 

Real Estate Credit Notes, Mortgage Notes,

  Credit and Similar Notes

11,727,318 

34,838,810 

30,876,657 

77,442,785 

73,631,474 

Real Estate Credit Notes - LCI (1)

4,538,071 

6,941,961 

16,283,948 

27,763,980 

27,159,982 

Agribusiness Credit Notes - LCA

1,666,315 

10,468,739 

1,618,216 

13,753,270 

11,925,018 

Treasury Bills - LF (2)

5,522,932 

17,428,110 

11,697,467 

34,648,509 

34,243,095 

Guaranteed Real Estate Credit Notes - LIG (3)

1,277,026 

1,277,026 

303,379 

Securities Issued Abroad

1,026,646 

3,055,273 

3,285,063 

7,366,982 

4,516,647 

Eurobonds

1,026,646 

3,055,273 

3,285,063 

7,366,982 

4,516,647 

Funding by Structured Operations Certificates

527,587 

684,192 

1,806,704 

3,018,483 

2,646,215 

Total

13,622,477 

38,829,343 

36,868,805 

89,320,625 

82,113,231 

(1) LCI are fixed income securities linked with mortgages and guaranteed by mortgage-backed securities or liens on property. On September 30, 2019, they have maturities between 2019 and 2026.

(2) The main features of the Treasury Bills are the minimum period of two years, minimum notional of R$300 and permission for early redemption of only 5% of the issued amount. On September 30, 2019, its maturities dates are between 2019 and 2025 (12/31/2018 - with maturity between 2018 and 2025).

(3) LIG are fixed income securities linked with mortgages and guaranteed by the issuer and by a pool of real estate credits separated from the other assets of the issuer. On September 30, 2019, they have maturities between 2021 and 2022.

Bank

Consolidated

Eurobonds

Issuance

Maturity

Currency

Interest Rate (p.a)

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Eurobonds

2017 

2019 

USD

LIBOR 3M + 1,0%

210,551 

194,243 

210,551 

194,243 

Eurobonds

2017 

2024 

USD

6,9% a 10,0%

675,083 

639,275 

675,083 

639,275 

Eurobonds

2018 

2019 

USD

Zero Coupon a 9,0%

297,599 

855,035 

297,599 

855,035 

Eurobonds

2018 

2019 

USD

LIBOR 3M + 0,95%

19,386 

19,386 

Eurobonds

2018 

2019 

USD

LIBOR 1M + 1,5%

197,055 

197,055 

Eurobonds

2018 

2020 

USD

Até 3,5%

38,371 

34,776 

38,371 

34,776 

Eurobonds

2018 

2025 

USD

0.09 

1,282,410 

1,287,821 

1,282,410 

1,287,821 

Eurobonds

2018 

2024 

USD

6,6% a 6,7%

1,279,973 

1,211,361 

1,279,973 

1,211,361 

Eurobonds

2019 

2019 

USD

1,1% a 4,0%

494,509 

494,509 

Eurobonds

2019 

2019 

USD

CDI + 5,4%

16,906 

16,906 

Eurobonds

2019 

2020 

USD

1,1% a 4,0%

2,995,054 

2,981,975 

Eurobonds

2019 

2020 

USD

CDI + 5,4%

1,013,732 

3,396 

Eurobonds

2019 

2021 

USD

CDI + 5,4%

147,324 

3,025 

Eurobonds

2019 

2022 

USD

CDI + 5,4%

183,528 

Eurobonds

2019 

2022 

USD

Zero Coupon a 4%

58,806 

2,381 

Eurobonds

2019 

2023 

USD

CDI + 5,4%

691,382 

Eurobonds

2019 

2024 

USD e
BRL

2,8% a 3,8%

1,800,966 

66,820 

Eurobonds

2019 

2024 

USD

CDI + 5,4%

847,747 

Eurobonds

2019 

2025 

USD

CDI + 5,4%

209,252 

Eurobonds

2019 

2026 

USD

CDI + 5,4%

400,122 

51 

Others

14,251 

77,695 

13,932 

77,695 

Total

12,657,566 

4,516,647 

7,366,982 

4,516,647 


d) Money Market Funding Expenses

Bank

Consolidated

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

 01/07 to 09/30/2019

 01/01 to 09/30/2019

 01/01 to 09/30/2018

 01/01 to 09/30/2018

Time Deposits (1) (2)

4,581,337 

8,789,357 

3,093,604 

9,964,726 

4,433,438 

8,664,227 

3,094,180 

9,965,190 

Savings Deposits

519,766 

1,576,165 

502,766 

1,485,120 

519,766 

1,576,165 

502,766 

1,485,120 

Interbank Deposits

86,922 

345,081 

155,464 

546,551 

47,592 

153,164 

64,317 

176,001 

Money Market Funding

2,307,183 

7,864,725 

2,644,236 

9,725,421 

2,229,159 

7,630,744 

2,422,528 

8,895,434 

Upgrade and Provisions Interest and Pension Plans and Capitalization

16,409 

79,105 

30,189 

83,225 

Acceptance and Issuance of Securities

5,446,747 

7,841,886 

720,544 

1,295,027 

5,510,178 

8,024,853 

799,319 

1,521,255 

Others (3)

(216,289) 

433,108 

111,778 

387,733 

(176,381) 

502,480 

113,138 

372,847 

Total

12,725,666 

26,850,322 

7,228,392 

23,404,578 

12,580,161 

26,630,738 

7,026,437 

22,499,072 

(1)  In the Bank and Consolidated, includes the record of interest in the amount of R$201,675 (2018 - R$128,268) in the third quarter and the amount of R$520,243 (2018 - R$380,644) related to the issuance of the Debt Instrument Eligible to Tier I and II Capital (Note 20).

(2) Includes exchange variation income in the amount of R$478,871 in the Bank and Consolidated in the quarter and revenue of R$64,340 in the accumulated (2018 – expenses with exchange variation in the amount of R$618,286 in the quarter and R$3,170,753 accumulated in the Bank and Consolidated).

(3) In the Bank and Consolidated, includes exchange variation income in the amount of R$4,126 in the quarter and of R$3,974 in the accumulated (2018 – includes revenues with exchange variation in the amount of R$453,943 in the quarter and R$212,401 accumulated in the Bank and Consolidated).


e) Borrowings and Onlendings

Bank

09/30/2019

12/31/2018

Up to 3

From 3 to

Over 12

Months

12 Months

Months

Total

Total

Foreign Borrowings

30,456,460 

23,614,521 

1,538,826 

55,609,806 

34,305,601 

Import and Export Financing Lines

13,177,385 

18,394,318 

7,024 

31,578,727 

24,960,596 

Other Credit Lines

17,279,075 

5,220,204 

1,531,801 

24,031,080 

9,345,005 

Domestic Onlendings

1,298,117 

2,590,214 

8,367,059 

12,255,391 

13,267,246 

Total

31,754,577 

26,204,735 

9,905,885 

67,865,197 

47,572,847 

Consolidated

09/30/2019

12/31/2018

Up to 3

From 3 to

Over 12

Months

12 Months

Months

Total

Total

Domestic Borrowings

12,593 

26,862 

19,636 

59,090 

96,570 

Foreign Borrowings

27,959,350 

23,614,521 

1,538,826 

53,112,696 

32,574,976 

Import and Export Financing Lines

13,177,385 

18,394,318 

7,024 

31,578,727 

24,960,596 

Other Credit Lines

14,781,965 

5,220,204 

1,531,801 

21,533,970 

7,614,380 

Domestic Onlendings

1,298,117 

2,590,214 

8,367,059 

12,255,391 

13,267,246 

Total

29,270,060 

26,231,597 

9,925,521 

65,427,178 

45,938,792 

 

In the Bank and Consolidated, the export and import financing lines are funded by foreign banks, for foreign exchange transactions purposes, related to export bills discounting and export and import pre-financing, with maturity until 2021 (12/31/2018 - until 2021) and subject to financial charges corresponding to exchange rate changes plus interest ranging from 6.3% p.a. to 8.8% p.a. (12/31/2018 – from 0.5% p.a. to 9.5% p.a.).

Domestic onlendings - official institutions are subject to financial charges corresponding to the TJLP, exchange variation of the currency basket of the BNDES, or US dollar exchange variation, plus interest rate in accordance with the operating policies of the BNDES System.


18.          Tax and Social Security

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Deferred Tax Liabilities

4,269,482 

2,963,046 

4,824,809 

3,477,059 

Provision for Taxes and Contributions on Income

20,180 

814,691 

320,595 

Taxes Payable

759,266 

1,199,448 

1,031,623 

1,846,776 

Total

5,048,928 

4,162,494 

6,671,123 

5,644,430 

 

a) Nature and Origin of Deferred Tax Liabilities

Bank

12/31/2018

 Recognition

Realization

09/30/2019

Adjustment to Fair Value of Trading Securities and Derivatives (1)

898,976 

898,976 

Adjustment to Fair Value of Available-for-Sale Securities and Cash Flow Hedge (1)

1,968,659 

1,269,157 

3,237,816 

Excess Depreciation of Leased Assets

5,515 

(37) 

5,478 

Others

89,896 

37,316 

127,212 

Total

2,963,046 

1,306,473 

(37)

4,269,482 

12/31/2018

Consolidated

 Recognition

 Realization

09/30/2019

Adjustment to Fair Value of Trading Securities and Derivatives (1)

963,016 

2,881 

(30) 

965,867 

Adjustment to Fair Value of Available-for-Sale Securities and Cash Flow Hedge (1)

2,034,554 

1,292,511 

(16,449) 

3,310,616 

Excess Depreciation of Leased Assets

310,163 

24,004 

(6,329) 

327,838 

Others

169,326 

55,967 

(4,805) 

220,488 

Total

3,477,059 

1,375,363 

(27,613)

4,824,809 

(1) Includes IRPJ, CSLL, PIS and Cofins.

b) Expected Realization of Deferred Tax Liabilities

 Bank

09/30/2019

Temporary Differences

Year

IRPJ

CSLL

PIS/Cofins

Total

2019 

66,929 

39,884 

12,967 

119,780 

2020 

276,558 

164,828 

51,867 

493,253 

2021 

276,559 

164,828 

51,868 

493,255 

2022 

263,446 

157,234 

49,398 

470,078 

2023 

224,107 

134,452 

41,992 

400,551 

2024 to 2026

672,318 

403,357 

125,976 

1,201,651 

2027 to 2029

609,662 

365,774 

115,478 

1,090,914 

Total

2,389,579 

1,430,357 

449,546 

4,269,482 

 Consolidated

09/30/2019

Temporary Differences

Year

IRPJ

CSLL

PIS/Cofins

Total

2019 

142,629 

42,776 

13,181 

198,586 

2020 

371,106 

176,408 

53,019 

600,533 

2021 

334,979 

175,391 

52,724 

563,094 

2022 

319,898 

166,617 

50,255 

536,770 

2023 

274,684 

140,310 

42,848 

457,842 

2024 to 2026

779,059 

420,527 

128,543 

1,328,129 

2027 to 2029

640,545 

381,480 

117,830 

1,139,855 

Total

2,862,900 

1,503,509 

458,400 

4,824,809 


19.          Subordinated Debts

Consist of securities issued according to Bacen rules, which are used as Tier II of the Capital Regulatory for calculating operating limits, according to the mature and proportion defined by CMN Resolution 4,192 of March 1, 2013, and the amendments introduced by Resolution 4,278 of October 31, 2013.

Bank/Consolidated

09/30/2019

12/31/2018

Subordinated Deposit Certificates

Issuance

Maturity (1)

Amount (Million)

Interest Rate (p.a.)

Total

Total

Notes (2)

January - 14

No Maturity (Perpetual)

$3.000 

7.375% 

4,906,880 

Notes (2)

January - 14

January - 24

$3.000 

6.000% 

4,978,727 

Total

9,885,607 



 

20.          Debt Instruments Eligible to Compose Capital

On November 5, 2018, the Board of Directors approved the redemption of Level I and Level II Notes issued on January 29, 2014, in the total amount of US $ 2.5 billion. The repurchase was approved by the Central Bank on December 18, 2018. (Note 25.e).

In conjunction with the approval of the redemption of the previous notes, the Board of Directors approved the issuance of the equity instruments, which was held on November 8, 2018. Such issuance took the form of notes issued abroad, in US dollars, in the amount of US $ 2.5 billion, for payment in Level I and Level II of Reference Equity. The offering of these Notes was made outside of Brazil and the United States of America, for non-US Persons, based on Regulation S under the Securities Act, and was fully paid in by Santander España, controlling shareholder of Banco Santander Brasil.

On December 18, 2018, the Bank issued an approval for the Notes to comprise Level I and Level II of Banco Santander's Reference Equity as of such date. This approval led to the reclassification of these instruments from the line of Eligible Debt Instruments to Capital for Subordinated Debts (Note 19).

Details of the balance of Debt Instruments Eligible to Compose Capital referred to the issuance of equity instruments for the composition of Tier I and Tier II of Regulatory Capital due to the Capital Optimization Plan, are as follows:        

Bank/Consolidated

09/30/2019

12/31/2018

Debt Instruments Eligible to Compose Capital

Issuance

Maturity

Amount (Million)

Interest Rate (p.a.) (1)

Total

Total

Tier I (2)

November - 18

No Maturity (Perpetual)

$1.250 

7.250% 

5,354,363 

4,895,197 

Tier II (2)

November - 18

November - 28

$1.250 

6.125% 

5,331,263 

4,887,175 

Total

10,685,626 

9,782,372 

(1)  Interest paid semiannually, as of May 8, 2019.

(2)  The debts were made at the Cayman Agency with no incident of income tax.

Notes have the following common characteristics:

 

(a) Unit value of at least US$150 thousand and in integral multiples of US$1 thousand in excess of such minimum value.

 

(b) The Notes may be repurchased or redeemed by Banco Santander after the fifth anniversary as of the date of issue of the Notes, at the sole discretion of the Bank or as a result of changes in the tax legislation applicable to the Notes; or at any time, due to the occurrence of certain regulatory events.

 

On December 18, 2018, the Bank issued approval for the Notes to comprise Tier I and Tier II of Banco Santander's Reference Equity as of such date, as well as the repurchase of the notes issued on January 29, 2014, this approve grants in the instrument’s reclassification on the line Debt Instruments Eligible to Compose Capital (Note 19).

 


21.          Other Payables – Other

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Provision Technical for Capitalization Operations

2,296,438 

1,874,147 

Provision Technical for Pension Operations

2,169,088 

1,797,008 

Payables for Credit Cards

24,870,690 

24,618,008 

32,369,981 

37,420,024 

Provision for Tax Risks and Legal Obligations (Note 22.b) (2)

4,382,002 

4,079,141 

6,637,293 

6,294,007 

Provision for Legal and Administrative Proceedings  -
  Labor and Civil (Note 22.b) (2)

6,738,027 

6,688,401 

7,338,834 

7,231,458 

Provision for Financial Guarantees (Note 21.a)

165,116 

201,411 

165,116 

201,411 

Employee Benefit Plans (Note 34)

4,821,269 

3,328,319 

4,874,050 

3,357,653 

Payables for Acquisition of Assets and Rights

22,351 

21,409 

22,351 

21,409 

Reserve for Tax Contingencies - Responsibility of
  Former Controllers (Note 22.i) (b)

102,112 

518,061 

102,112 

598,544 

Reserve for Legal and Administrative Proceedings - Responsibility of
   Former Controllers Stockholders (Note 22.i) (b)

791 

7,094 

791 

7,094 

Accrued Liabilities

Personnel Expenses

2,057,708 

1,833,323 

2,315,883 

2,017,845 

Administrative Expenses

176,607 

338,599 

410,393 

499,948 

Others Payments

39,847 

51,307 

98,650 

132,988 

Creditors for Unreleased Funds

1,433,324 

986,678 

1,433,324 

986,678 

Provision of Payment Services

456,390 

548,134 

456,390 

548,134 

Suppliers

656,992 

546,702 

1,443,653 

1,427,014 

Others (1)

5,136,472 

4,661,094 

7,965,463 

6,627,499 

Total

51,059,698 

48,427,681 

70,099,810 

71,042,861 

(1)  As of September 30, 2019, includes impacts of the exchange rate variation referring to Notes and on September 30, 2018, includes the effects described in note 34.a, relating to the reduction of present value of actuarial obligations.

(2)  In the end of June 30, 2019, the Bank entered into an agreement with a former controlling shareholder, in which the Bank's liabilities became the responsibility of the Bank, with no impact on results (Notes 22.b and 22.i).

 

a) Provision for Financial Guarantees                                                                                                                    

The classification of the guarantees operations for the constitution of provision is based on the estimate of the involved risk. It happens due to the quality evaluation process applied to the clients and operations, using statistical model based on quantitative and qualitative information or on specialized credit analyst, which allow them to be classified according their default probabilities, based on internal and market´s objective variables (bureaus), previously identified as predictive of default probability. After this evaluation, the operations are classified according to the provisioning ratings, having as reference the CMN Resolution nº 2,682/1999. Based on the results of this analysis, amounts related to operations’ coverage are registered as provision considering the type of the guarantee, according to the requirements of CMN Resolution nº 4,512/2016.

Bank/Consolidated

09/30/2019

12/31/2018

Type of Financial Guarantee

Balance Guarantees Provided

Provision

Balance Guarantees Provided

Provision

Linked to International Merchandise Trade

576,869 

3,110 

1,200,293 

4,376 

Linked to Bids, Auctions, Provision of Services or Execution of Works

4,628,589 

8,990 

4,651,584 

13,822 

Linked to the Supply of Goods

1,297,203 

2,462 

1,385,573 

2,519 

Linked to the Distribution of Securities by Public Offer

129,000 

Guarantee in Legal and Administrative Proceedings of Fiscal Nature

12,997,245 

104,309 

14,083,538 

121,620 

Other Guarantees

278,383 

2,859 

48,359 

928 

Other Bank Guarantees

13,277,253 

34,503 

14,182,366 

58,146 

Other Financial Guarantees

3,965,725 

8,883 

2,818,561 

Total

37,021,267 

165,116 

38,499,274 

201,411 

 

Changes in Allowances for Financial Guarantees

Bank/Consolidated

 01/07 to
09/30/2019

 01/01 to 09/30/2019

 01/07 to
09/30/2018

 01/01 to 09/30/2018

Balance at Beginning

175,928 

201,411 

206,783 

312,373 

Constitution (Note 30)

13,767 

17,207 

132,411 

140,651 

Reversal (1) (Note 30)

(24,579) 

(53,502) 

(143,178) 

(257,008) 

Balance at End

165,116 

165,116 

196,016 

196,016 

(1) Corresponds to the honored bond, change in rating and provision recorded in the allowance for doubtful accounts.                                                                                                 


22.          Provisions, Contingent Assets and Liabilities and Legal Obligations - Tax and Social Security

a) Contingent Assets                                                                                                                                                   

In the Bank and Consolidated, on September 30, 2019 and 2018, no contingent assets were registered (Note 3.q).

b) Balance Sheet of Provisions for Judicial and Administrative Proceedings and Legal Obligations by Nature

Bank

Consolidated

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Reserve for Tax Contingencies and Legal Obligations (Note 21)

4,382,002 

4,079,141 

6,637,293 

6,294,007 

Accrual for Legal and Administrative Proceedings - Labor and Civil (Note 21)

6,738,027 

6,688,400 

7,338,834 

7,231,458 

Labor

3,479,932 

3,543,801 

3,798,285 

3,829,975 

Civil

3,258,095 

3,144,599 

3,540,549 

3,401,483 

Total

11,120,029 

10,767,541 

13,976,127 

13,525,465 


c) Change in Accrual for Judicial and Administrative Proceedings and Legal Obligations

Bank

 01/01 to
09/30/2019

 01/01 to 09/30/2018

Tax

Labor

Civil

Tax (3)

Labor

Civil

Balance at Beginning

4,079,141 

3,543,801 

3,144,599 

4,279,109 

3,240,115 

2,241,047 

Recognition Net of Reversal (1) (4)

256,397 

607,735 

430,904 

(9,003) 

697,986 

502,388 

Inflation Adjustment

110,714 

60,742 

198,990 

114,920 

465,212 

185,309 

Write-offs Due to Payment

(64,250) 

(732,346) 

(516,398) 

(11,743) 

(746,354) 

(387,482) 

Balance at End

4,382,002 

3,479,932 

3,258,095 

4,373,283 

3,656,959 

2,541,262 

Escrow Deposits -
Other Receivables

1,200,752 

1,215,198 

632,434 

1,153,844 

1,012,855 

515,531 

Escrow Deposits - Securities

10,477 

18,512 

24,336 

18,267 

16,311 

12,341 

Total Escrow Deposits (2)

1,211,229 

1,233,710 

656,770 

1,172,111 

1,029,166 

527,872 

Consolidated

 01/01 to
09/30/2019

 01/01 to 09/30/2018

Tax

Labor

Civil

Tax (3)

Labor

Civil

Balance at Beginning

6,294,007 

3,829,975 

3,401,483 

6,999,881 

3,457,092 

2,537,127 

Recognition Net of Reversal (1)(4)

246,706 

666,871 

594,565 

(28,282) 

737,273 

605,242 

Inflation Adjustment

171,886 

76,893 

202,827 

193,715 

497,807 

211,790 

Write-offs Due to Payment

(75,306) 

(775,454) 

(658,326) 

(32,354) 

(800,069) 

(489,039) 

Change in the Scope of
  Consolidation/Acquisitions/
  Merger/Reclassification of
  Societary Equity (Note 14)

17,858 

92,480 

328 

Others

Balance at End

6,637,293 

3,798,285 

3,540,549 

7,150,818 

3,984,583 

2,865,448 

Escrow Deposits -
Other Receivables

2,268,384 

1,301,502 

640,415 

2,739,418 

1,073,586 

530,618 

Escrow Deposits - Securities

11,530 

18,512 

24,336 

19,285 

16,311 

12,341 

Total Escrow Deposits (2)

2,279,914 

1,320,014 

664,751 

2,758,703 

1,089,897 

542,959 

(1) Tax risks include the constitutions of tax provisions related to lawsuits and administrative proceedings and legal obligations, recorded in the headings tax expenses, other operating income and other operating expenses IR and CSLL.

(2) Refers to the amounts of collateral deposits, limited to the amount of the provision and do not include escrow deposits related to possible and / or remote contingencies and recourse deposits.

(3) On September 30, 2018, it includes the effects of the access on the Sponsored Payments and Installments Programs from the cities of São Paulo and Rio de Janeiro and lawsuits related to IRPJ, CSLL and Social Securities Contributions related to the period from 1999 to 2005.

(4) In the first nine months of 2019, the Bank entered into an agreement with a former controlling shareholder, in which the Bank's liabilities became the responsibility of the Bank, with no impact on results (Notes 21 and 22.i).

 

d) Provisions for Contingent Civil, Labor, Tax and Social Security

Banco Santander and its subsidiaries are involved in lawsuits and administrative proceedings related to tax, labor, social security and civil arising in the normal course of its activities.         

The provisions were constituted based on the nature, complexity, lawsuits historic and company´s assessment of lawsuit losses based on the opinions of internal and external legal advisors. The Santander has the policy to constitute provision of full amount in risk of lawsuits who’s the result of loss assessment is probable. The legal obligation of tax and social security were fully recognized in the financial statements.         

Management understands that the provisions recorded are sufficient to meet legal obligations and losses from lawsuits and administrative proceedings as follows:


e) Lawsuits and Administrative Proceedings related to Tax and Social Security                                       

Main lawsuits and administrative proceedings related to legal obligations, tax and social security

PIS and Cofins - R$1,889,515 in the Bank and R$3,742,025 in the Consolidated (12/31/2018 - R$1,841,342 in the Bank and R$3,646,102 in the Consolidated): Banco Santander and its subsidiaries filed lawsuits seeking to eliminate the application of Law 9,718/1998, which modified the calculation basis for PIS and Cofins to cover all revenues of legal entities and not only those arising from the provision of services and sale of goods. Regarding the Banco Santander Process, on April 23, 2015, a STF decision was issued admitting the Extraordinary Appeal filed by the Federal Government regarding PIS and denying the follow-up to the Extraordinary Appeal of the Federal Public Prosecutor regarding Cofins. Both appealed this decision, without any success, so that the suit relating to Cofins is defined, ruling the judgment of the Federal Regional Court of the 4th Region of August 2007, favorable to Banco Santander. Pursuant to the STF, Banco Santander's PIS and the PIS and Cofins of other subsidiaries are pending final judgment.

Increase in CSLL Tax Rate - R$111,641 in the Consolidated (12/31/2018 - R$0 in the Bank and R$108,489 in the Consolidated): the Bank Santander and its subsidiaries are discussing the increase in the CSLL tax rate, from 9% to 15%, established by Executive Act 413/2008, subsequently converted into Law 11,727/2008, as from April 2008. In 2018, given the classification of success and unfavorable scenario in the Courts, we opted to pay the amounts discussed, except for Companhia de Crédito, Financiamento e Investimento Renault do Brasil (RCI), because the judicial proceedings are pending of judgment.

Main lawsuits and administrative proceedings with probable loss risk

Banco Santander and its subsidiaries are parties in lawsuits and administrative proceedings related to tax and social security matters, which their risk of loss are classified as probable, based on the opinion of legal counsel.                                

Provisional Contribution on Financial Transactions (CPMF) on Customer Operations - R$741,095 (12/31/2018 - R$729,919) in the Bank and Consolidated: in May 2003, the Federal Revenue Service issued a tax assessment against Santander Distribuidora de Títulos e Valores Mobiliários Ltda. (Santander DTVM) and another tax assessment against Banco Santander Brasil S.A. The tax assessments refer to the collection of CPMF tax on transactions conducted by Santander DTVM in the cash management of its customers’ funds and clearing services provided by Banco to Santander DTVM in 2000, 2001 and 2002. Based on the risk assessment of legal counsel, the tax treatment was accurate. Santander DTVM had a favorable decision at the Board of Tax Appeals (CARF). Banco Santander had a unfavorable decision and was considered responsible for the collection of the CPMF tax. Both decisions were appealed by the respective losing party to the highest jurisdiction of CARF. In June 2015 , Bank and DTVM had obtained a non favorable decision at CARF. On July 3, 2015 Bank and Santander Brasil Tecnologia (current name of Produban Serviços de Informática S.A. and Santander DTVM) filed lawsuit aiming to cancel both tax charges on the period ended on September 30, 2019. In September 2019 this action has been dismissed, and the resolution has been appealed to the higher court. Based on the evaluation of legal advisors, were consisted provision to the probable loss.

Social Security Contribution (INSS) - R$282,073 in the Bank and R$282,080 in the Consolidated (12/31/2018 - R$273,225 in the Bank and R$273,233 in the Consolidated): Banco Santander and its subsidiaries  are involved in administrative and judicial proceedings regarding the collection of income tax on social security and education allowance contributions over several funds that, according to the evaluation of legal advisors, do not have nature of salary.

Tax on Services (ISS) - Financial Institutions - R$207,755 in the Bank and R$223,208 in the Consolidated (12/31/2018 - R$212,535 in the Bank and R$228,403 in the Consolidated): Banco Santander and its subsidiaries discuss administrative and legal requirements , by several municipalities, of the payment of ISS on various revenues arising from operations that are usually not classified as services (Note 22.h).


f) Lawsuits and Administrative Proceedings of Labor                                                                                        

These are lawsuits filed by labor Unions, Associations, Public Prosecutors and former employees claiming labor rights they believe are due, especially payment for overtime and other labor rights, including retirement benefit lawsuits.

For claims considered to be similar and usual, provisions are recognized based on the payments and successes historic. Claims that do not fit the previous criteria have their provisions constituted according to individual assessment performed, and provisions being constituted based on the risk of loss as probable, the law and jurisprudence according to the assessment of loss made by legal counsel.

g) Lawsuits and Administrative Proceedings of Civil                                                                                         

These contingencies are generally caused by: (1) Lawsuits with a request for revision of contractual terms and conditions or requests for monetary adjustments, including supposed effects of the implementation of various government economic plans, (2) lawsuits deriving of financing agreements, (3) lawsuits of execution; and (4) lawsuits of indemnity by loss and damage. For civil lawsuits considered common and similar in nature, provisions are recorded based on the average of cases closed. Claims that do not fit the previous criteria are provisioned according to individual assessment performed, and provisions are based on the risk of loss as probable, the law and jurisprudence according to the assessment of loss made by legal counsel.

The main processes with the classification of risk of loss as probable are described below:

Lawsuits for Indemnity - seeking indemnity for material and emotional damage, regarding the consumer relationship on matters related to credit cards, consumer credit, bank accounts, collection and loans and other operations. In the civil lawsuits considered to be similar and usual, provisions are recorded based on the average of cases closed. Civil lawsuits that do not fit into the previous criteria are provisioned according to the individual assessment made, being the provisions recognized based on the risk of loss as probable, the law and jurisprudence according to the assessment of loss made by legal counsel.

Economic Plans - they referred to lawsuits filed by savings accountholders, related to supposed inflation purge arising from the Economic Plans (Bresser, Verão, Collor I and II), based on the understanding that such plans violated acquired rights relating to the application of inflation indexes on Saving Accounts, Lawsuits Deposits and Time Deposits (CDB). Provisions arising from such lawsuits are recorded based on the individual evaluation of loss made by external legal consultants.

The Banco Santander is also party in public class lawsuits on the same matter filed by consumer rights organizations, Public Prosecutor’s Offices and Public Defender’s Offices. The provision is made for the lawsuits with the classification of risk as probable, based on the individual execution orders. The STF is still analyzing the subject and has already ordered the suspension of all the procedures except those that were not already decided in courts or in phase of definitive execution. There are decisions favorable to banks at the STF with regard to the economic phenomenon similar to the savings accounts, as in the case of monetary restatement of time deposits - CDB and agreements (present value table).

However, the Supreme Court´s jurisprudence has not come to a conclusion regarding the constitutionality of the norms that changed Brazil’s monetary standard. On April 14, 2010, the STJ was recently decided that the deadline for the filing of civil lawsuits that argue the government's purge is five years, but this decision has not been handed down on the lawsuits yet. Thus, with this decision, a majority lawsuits, as they were filed after the period of five years is likely to be rejected, reducing the values involved. Still, the STF decided that the deadline for individual savers to become party on the public civil litigations, is also five years, counted from the final unappealable sentence. Banco Santander believes in the success of the arguments defended in these courts based on their content and the legal basis.

At the end of 2017, the General Union Law (AGU), Bacen, Institute of Consumer Protection (Idec), the Brazilian Front of the Money savers (Febrapo), the Brazilian Banks Federation (Febraban) have signed an agreement with the purpose to close all lawsuits related to Economic Plans.            

The discussions focused on the definition of the amount that would be paid to each person according to the outstanding balance in the saving account. The total amount of the payments will depend on the number of the additional clients, and also on the number of money savers that approved in the courts the existance of their account and balance in the birthday date of the indexes changes. The term of agreement negotiated between the parties was submitted to the STF which approved the terms of the agreement.

The Management considers that the accrued provisions are due to charge interest in accordance with the plans, including considering the agreement approved by the STF.                                                                                                                           

h) Civil, Labor, Tax, and Security Social Liabilities Contingent Classified with Loss Risk as Possible

Refer to lawsuits and administrative proceedings involving tax, labor and civil matters classified by legal counsels with loss risk as possible, which they were not recorded.

The tax lawsuits classification with loss risk as possible totaled R$23,790 million in Consolidated, being the main lawsuits as follow:   

INSS on Profits or Results (PLR) - Bank and the subsidiaries have several lawsuits and administrative proceedings arising from questioning tax authorities in connection with the taxation for social security purposes of certain items which are not considered to be employee remuneration. As of September 30, 2019, the amounts related to these proceedings totaled approximately R$5,114 million.

Tax on Services (ISS) - Financial Institutions - Banco Santander and its subsidiaries discuss administrative and legal requirements, by several municipalities, of the payment of ISS on various revenues arising from operations that are usually not classified as services. On September 30, 2019, the amounts related to these proceedings totaled approximately R$3,140 million.

Unapproved Compensation - The Bank and its affiliates discuss administrative and legal proceedings with the Federal Revenue Office to grant tax relief with credits arising from overpayments. On September 30, 2019, the amounts related to these proceedings totaled approximately R$3,475 million.

Goodwill Amortization of Banco Real - the Federal Tax Office of Brazil issued infraction notices against the Bank to require the income tax and social payments, including late charges, for the period of 2009. The Tax Authorities considered that the goodwill related to acquisition of Banco Real, amortized for accounting purposes prior to the merger, could not be deduced by Banco Santander for tax purposes. The  infraction notice was contested. On July 14, 2015, the Police Judging RFB decided favorably to Banco Santander, fully canceling the tax debt. On November 10, 2016, the appeal was filed, prompting the Bank to lodge an appeal with CARF, which is awaiting judgment. On September 30, 2019, the balance was approximately R$1,409 million.

Credit Losses - Bank and its subsidiaries challenged the tax assessments issued by the Federal Revenue Services claiming the deduction for credit losses because they fail to meet the relevant requirements under applicable law. As of September 30, 2019, the amount related to this claim is approximately R$604 million.

Use of CSLL Tax and Negative Tax Loss - Tax assessments issued by the Federal Revenue Service in 2009 for alleged undue compensation of tax loss carryforwards and negative basis of CSLL, as a consequence of tax assessments drawn up in previous periods. Judgment is pending at the administrative level. As of September 30, 2019, the amount was R$1,048 million.

Goodwill Amortization of Banco Sudameris - the Tax Authorities have issued infraction notices to require the income tax and social contribution payments, including late charges, relating to tax deduction of amortization of goodwill from the acquisition of Banco Sudameris, related to the period of 2007 to 2012.  Banco Santander timely presented its appeals, which are pending. On September 30, 2019, the amounts related to these proceedings totaled approximately R$631 million.

IRPJ and CSLL - Capital Gain - the Federal Tax Office of Brazil issued infraction notices against Santander Seguros, successor company of ABN AMRO Brasil  Dois Participações S.A. (AAB Dois Par), charging income Tax and Social Contribution to related base year 2005. The Federal Tax Office of Brazil claims that capital gain in sales of shares from Real Seguros S.A and Real Vida Previdência  S.A. by AAB Dois Par should be taxed by the rate of 34% instead 15%. The assessment was contested administratively based on understanding that tax treatment adopted at the transaction was in compliance with tax laws and capital gain was taxed properly. The administrative lawsuit is awaiting trial. The Banco Santander is responsible for any adverse outcome in this lawsuit as former Zurich Santander Brasil Seguros e Previdência S.A. stockholder.  As of September 30, 2019, the amount related to this lawsuit is approximately R$306 million.

The labor claims with classification of loss risk as possible totaled R$243 million in Consolidated, excluding the lawsuits below:

Semiannual Bonus or PLR - refers to Labor claim filed in 1998 by the Banespa Retirement Association (AFABESP) claiming the payment of the semi-annual bonus contemplated in Banespa's regulation, to be distributed as long as there is a profit and provided that it is approved by the board of directors. The Bonus was not paid in 1994 and 1995, since Banespa did not make a profit these years. Partial payments were made from 1996 to 2000, as approved by the Board of Executive Officers. The statute clause was eliminated in 2001. The Regional Labor Court and the Superior Labor Court ordered that Banco Santander, as successor of Banespa, pay this semi-annual bonus for the period from 1996 to the present date. On March 20, 2019, a decision of the Federal Supreme Court (STF) rejected the extraordinary appeal filed by the Bank. Santander Brasil shall file a rescission action and / or an appeal to reverse the decision in the main proceedings and suspend procedural enforcement, a preliminary decision was granted determining the suspension of execution of the decision rendered in the records of the main act. On June 2019, a decision of the Federal Supreme Court authorized the initial phase of judges’ settlement to ascertain the amounts involved. Whatever, the previous court decision prohibits the practices of any processual act including related to their execution and remains valid until Rescission Process judgement. Based on the opinion of its legal advisors, Management classifies the risk of loss as possible. The current court ruling does not define a specific amount to be paid by the defendants.

Readjustment of Banesprev retirement complements by the IGPDI - lawsuit filed in 2002 in Federal Court by the Association of Retired Employees of the Banco do Estado de São Paulo S.A. - Banespa, requesting the readjustment of the retirement supplementation by the IGPDI for Banespa retirees who have been admitted until May 22, 1975. The judgment granted the correction but only in the periods in which no other form of adjustment could be applied. The Bank and Banesprev have appealed this decision and although the appeals have not yet been judged, the Bank's success rate in this matter in the High Courts is around 90%. In Provisional Execution, calculations were presented by the Bank and Banesprev with "zero" result due to the exclusion of participants who, among other reasons, are listed as authors in other lawsuits or have already had some type of adjustment. The amount related to this claim is not disclosed due to the current stage of the lawsuit and such disclosure may impact the progress of the claim.

The liabilities related to civil lawsuits with classification of loss risk as possible totaled R$1,453 million in Consolidated, being the main lawsuits as follow:

Indemnity Lawsuit Arising of the Banco Bandepe - related to mutual agreement on appeal to the Justice Superior Court (STJ - Superior Tribunal de Justiça).

Indemnity Lawsuit Related to Custody Services - provided by Banco Santander at an early stage which was not handed down yet.

Lawsuit Arising from a Contractual Dispute - the acquisition of Banco Geral do Comércio S.A. on appeal to the Court of the State of São Paulo (TJSP - Tribunal de Justiça do Estado de São Paulo).

i) Other Lawsuits Under the Responsibility of Former Controlling Stockholders

Refer to tax, labor and civil lawsuits, in the amounts of R$102,112, R$213 and R$578 (12/31/2018- R$518,061, R$327 and R$6,767 in the Bank and R$598,544, R$327 and R$6,767 in the Consolidated) in the Bank and in the Consolidated, respectively, recorded in other financial liabilities (Note 21) which the responsible people were the  former controlling stockholders of the Bank and acquired companies. Based on the agreement signed, these lawsuits have guaranteed reimbursement from part of the former controllers, whose respective duties were recorded in other receivables - others (Note 12).               


23.          Stockholders’ Equity

a) Capital                                                                                                                                                                          

According to the by-laws, Banco Santander's capital stock may be increased up to the limit of its authorized capital, regardless of statutory reform, by resolution of the Board of Directors and through the issuance of up to 9,090,909,090 (nine  billion, ninety million, nine hundred and nine thousand and ninety) shares, subject to the established legal limits on the number of preferred shares. Any capital increase that exceeds this limit will require stockholders' approval.

The capital stock, fully subscribed and paid, is divided into registered book-entry shares with no par value.

Thousands of Shares

09/30/2019

12/31/2018

 Common

Preferred

 Total

 Common

Preferred

 Total

Brazilian Residents

80,581 

106,155 

186,736 

82,043 

107,699 

189,742 

Foreign Residents

3,738,114 

3,573,681 

7,311,795 

3,736,652 

3,572,137 

7,308,789 

Total

3,818,695 

3,679,836 

7,498,531 

3,818,695 

3,679,836 

7,498,531 

(-) Treasury Shares

(15,844) 

(15,844) 

(31,688) 

(13,317) 

(13,317) 

(26,634) 

Total Outstanding

3,802,851 

3,663,992 

7,466,843 

3,805,378 

3,666,519 

7,471,897 


b) Dividends and Interest on Capital                                                                                                                       

According to the Bank’s bylaws, stockholders are entitled to a minimum dividend equivalent to 25% of net income for the year, adjusted according to legislation. Preferred shares are nonvoting and nonconvertible, but have the same rights and advantages granted to common shares, in addition to priority in the payment of dividends at a rate that is 10% higher than those paid on common shares, and in the capital reimbursement, without premium, in the event of liquidation of the Bank.

Dividend payments have been calculated and paid in accordance with Brazilian Corporate Law.   

Prior to the Annual Stockholders Meeting, the Board of Directors may resolve on the declaration and payment of dividends on earnings based on: (i) balance sheets or earning reserves showed in the last balance sheet; or (ii) balance sheets issued in the period shorter than 6 months, since the total of dividends paid in each half of the fiscal year shall not exceed the amount of capital reserves. These dividends are fully attributed to the mandatory dividend.

09/30/2019

In Thousands

Brazilian Real per Thousand Shares/Units

of Brazilian Real

 Common

Preferred

Units

Interest on Capital (1) (4)

1,000,000 

127.5853 

140.3438 

267.9291 

Interest on Capital  (2) (4)

1,000,000 

127.6399 

140.4039 

268.0438 

Interest on Capital  (3) (4)

1,000,000 

127.6610 

140.4271 

268.0881 

Total

3,000,000 

(1)  Established by the Board of Directors in March 29, 2019, Common Shares - R$108,4475, preferred - R$129,1922 e Units - R$227,7397 net of taxes and was paid in May 28, 2019, without any remuneration for monetary restatement.

(2)  Established by the Board of Directors in June 28, 2019, Common Shares - R$108,4939, preferred - R$119,3433 e Units - R$227,8373 net of taxes and was paid in July 31, 2019, without any remuneration for monetary restatement.

(3)  Established by the Board of Directors in September 30, 2019, Common Shares - R$108,5119, preferred - R$119,3631 e Units - R$227,8749 net of taxes and will be paid in October 30, 2019, without any remuneration for monetary restatement.

(4)  The amount of interest on stockholders' equity will be fully charged to the mandatory minimum dividends to be distributed by the Bank for the year 2019.

 

12/31/2018

In Thousands

Brazilian Real per Thousand Shares/Units

of Brazilian Real

 Common

Preferred

Units

Interest on Capital (1) (6)

600,000 

76.3304 

83.9634 

160.2938 

Interim Dividends (2) (6)

600,000 

76.4956 

84.1451 

160.6407 

Interest on Capital (3) (6)

600,000 

76.4985 

84.1484 

160.6469 

Interim on Capital (4) (6)

2,880,000 

367.4149 

404.1564 

771.5713 

Interim Dividends (5) (6)

1,920,000 

244.9433 

269.4376 

514.3808 

Total

6,600,000 

(1)     Established by the Board of Directors in March 27, 2018, Common Shares - R$64,8808, preferred - R$71,3689 and Units - R$136,2497 net of taxes and was paid in April 26, 2018, without any remuneration for monetary restatement.

(2)     Established by the Board of Directors in June 26, 2018, and was paid in July 27, 2018, without any remuneration for monetary restatement.

(3)     Established by the Board of Directors in September 28, 2018, Common Shares - R$65,0237, preferred - R$71,5261 and Units - R$136,5898 net of taxes and was paid in October 26, 2018, without any remuneration for monetary restatement.

(4)     Established by the Board of Directors in December 28, 2018, Common Shares - R$312,3027, preferred - R$343,5329 and Units - R$655,8356  net of taxes and was paid in February 26, 2019, without any remuneration for monetary restatement.

(5)     Established by the Board of Directors in December 28, 2018, and was paid in February 26, 2019, without any remuneration for monetary restatement.

(6)     The amount of interest on stockholders' equity was fully charged to the mandatory minimum dividends to be distributed by the Bank for the year 2018.

 

c) Reserves                                                                                                                                                                    

Net income, after deductions and statutory provisions, will be allocated as follows:                           

Legal Reserve                                                                                                                                                                

According to Brazilian corporate law, 5% to the legal reserve, until it reaches 20% of the share capital. This reserve is intended to ensure the integrity of capital and can only be used to offset losses or increase capital. 

Capital Reserve                                                                                                                                              

The Bank´s capital reserve consists of: goodwill reserve for subscription of shares and other capital reserves, and can only be used to absorb losses that exceed retained earnings and profit reserves; redemption, reimbursement or acquisition of shares for the Bank´s own issue; capital increase; or payment of dividends to preferred shares under certain circumstances.

Reserve for Equalization Dividend                                                                                                                           

After the allocation of dividends, the remaining balance if any, may, upon proposal of the Executive Board and approved by the Board of Directors, be allocated to reserve for equalization of dividends, which will be limited to 50% of the share capital. This reserve aims to ensure funds for the payment of dividends, including as interest on own capital, or any interim payment to maintain the flow of stockholders remuneration.             

d) Treasury Shares                                                                                                                                                       

In the meeting held on November 1, 2018, the Bank’s Board of Directors approved, in continuation of the buyback program that expired on November 1, 2017, the buyback program of its Units and ADRs, by the Bank or its agency in Cayman, to be held in treasury or subsequently sold.                                                            

The Buyback Program will cover the acquisition up to 37,753,760 Units, representing 37,753,760common shares and 37,753,760 preferred shares, or the ADRs, which, on December 31, 2018, corresponded to approximately 1% of the Bank’s share capital. On December 31, 2018, the Bank held 362,227,661 common shares and 390,032,076 preferred shares being traded.                                                               

The Buyback has the purpose to (1) maximize the value creation to stockholders by means of an efficient capital structure management; and (2) enable the payment of officers, management level employees and others Bank’s employees and companies under its control, according to the Long Term Incentive Plans. The term of the Buyback Program is 12 months counted from November 6, 2018, and will expire on November 5, 2019.

Bank/Consolidated

Shares in Thousands

09/30/2019

12/31/2018

Quantity

Quantity

 Units

 Units

Treasury Shares at Beginning of the Exercise

13,317 

1,773 

Shares Acquisitions

5,608 

15,816 

Payment - Share-Based Compensation

(3,081) 

(4,272) 

Treasury Shares at Beginning of the Exercise

15,844 

13,317 

Subtotal - Treasury Shares in Thousands of Reais

R$  638,789

R$  460,550

Issuance Cost in Thousands of Reais

R$      2,410

R$         882

Balance of Treasury Shares in Thousands of Reais

R$  641,199

R$  461,432

Cost/Share Price

 Units

 Units

Minimum Cost

R$        7.55

R$        7.55

Weighted Average Cost

R$      31.71

R$      28.59

Maximum Cost

R$      49.55

R$      43.84

Share Price

R$      42.60

R$      42.70

 

e) Consolidated Stockholders’ Equity - Unrealized Income

The consolidated stockholders’ equity is reduced mainly to unrealized income of R$68,145 (12/31/2018 - R$1,707) and long-term incentives of R$1,564 (12/31/2018 – R$2,787). On September 30, 2019, there were realized results in the amounting of R$26,038 (2018 - R$33) in the quarter and of R$72,519 (2018 - R$475) in the accumulated.

f) Non Controlling Interest

Stockholders’ Equity

Non Controlling Interest

09/30/2019

12/31/2018

 07/01 a 09/30/2019

 01/01 to
09/30/2019

 07/01 a 30/09/2018

 01/01 to
09/30/2018

Banco RCI Brasil S.A. (Note 14)

761,686 

714,671 

(34,134) 

(90,309) 

(28,308) 

(87,743) 

Olé Consignado (Note 14)

613,808 

463,407 

(50,097) 

(150,401) 

(32,822) 

(92,953) 

FI RN Brasil - Financiamento de Veículos (Note 2)

45,246 

301,707 

(1,299) 

(8,250) 

-        5,693

(16,988) 

Getnet S.A. (Note 14)

249,007 

(3,962) 

(13,057) 

(39,605) 

Banco PSA  (Note 14)

141,082 

155,399 

(2,966) 

(10,683) 

(3,393) 

(9,249) 

FI Direitos Creditórios RCI Brasil I (Note 2)

63,454 

(4,117) 

(2,265) 

(9,730) 

Santander FI SBAC

89,803 

62,595 

(1,374) 

(3,359) 

(1,709) 

(3,726) 

Banco Hyundai Capital Brasil S.A.

148,195 

51,072 

1,715 

2,888 

241 

Rojo Entretenimento S.A.

7,136 

7,015 

(57) 

(121) 

-                70

(70) 

Return Capital Serviços de Recuperação de Créditos S.A.(previously nominated as  Ipanema Empreendimentos e Participações)

1,539 

1,155 

(1,196) 

(2,257) 

239 

(598) 

Santander Leasing (Note 14)

449 

447 

(4) 

(4) 

-               8

(28) 

Total

1,808,944 

2,069,929 

(89,412)

(270,575)

(87,323)

(260,690)

(1)  Investment Fund closed in the first half of 2019.


24.          Operational Ratios

In July 2008 came into force the rules on regulatory capital measurement by the Standardized Approach of Basel II. On 2013 was issued a set of Resolutions and Circulars, aligned with the recommendations of the Basel Committee on Banking Supervision. These rules were repealed by CMN Resolution nº 4,192 and 4,193 which took effect from October 2013, establishing the model for calculating the minimum Regulatory Capital requirements, Tier I and Common Equity Tier I. These Resolutions states that the composition of the Regulatory Capital is done through equity, subordinated debt and hybrid capital instruments.                                                        

As required by CMN Resolution nº 4,193/2013, the requirement for PR in 2018 was 11.0%, composed of 8.625% of Reference Equity Minimum plus 1.875% of Capital Conservation Additional. Considering this additional, PR Level I increased to 8.375% and Minimum Principal Capital to 6.875%.                                                                                                                                          

For the base year 2019, the PR requirement remains at 10.5%, including 8.0% of Minimum of Reference Equity and a further 2.5% of Capital Conservation Additional. The PR Level I reaches 8.5% and the Principal Capital Minimum 7.0%.

As a continuation the adoption of the rules established  by CMN Resolution nº 4,192/2013, as of January 2015, came into force the Prudential Conglomerate, defined by CMN Resolution nº 4,280/2013.The index is calculated on a consolidated basis based on the information of Consolidated Prudential, as shown below:                                                                                                                       

09/30/2019

12/31/2018

Tier I Regulatory Capital

71,535,844 

61,476,715 

Principal Capital

66,181,481 

56,581,518 

Supplementary Capital (Note 20)

5,354,363 

4,895,197 

Tier II Regulatory Capital (Note 20)

5,331,263 

4,887,175 

Regulatory Capital (Tier I and II)

76,867,107 

66,363,890 

Credit Risk (1)

398,412,098 

358,955,592 

Market Risk (2)

27,065,500 

39,231,773 

Operational Risk

47,965,481 

42,375,554 

Total RWA (3)

473,443,079 

440,562,919 

Basel I Ratio

15.11 

13.95 

Basel Principal Capital

13.98 

12.84 

Basel Regulatory Capital

16.24 

15.06 

(1)  Exposures to credit risk subject to the calculation of the capital requirement using a standardized approach (RWACPAD) are based on the procedures established by Circular Bacen 3,644, dated March 4, 2013 and its subsequent complements through the wording of Circular Bacen 3,174 of August 20, 2014 and Bacen Circular 3,770 of October 29, 2015.

(2)  Includes portions for market risk exposures subject to variations in rates of foreign currency coupons (RWAjur2), price indexes (RWAjur3) and interest rate (RWAjur1/RWAjur4), the price of commodities (RWAcom), the price of shares classified as trading portfolios (RWAacs), and portions for gold exposure and foreign currency transactions subject to foreign exchange (RWAcam).

(3)  Risk Weighted Assets.

 

Banco Santander, quarterly discloses Pillar III information relating to risk management, Regulatory Capital and Risk Weighted Assets. A report with further details of the structure and methodology will be disclosed on the website www.ri.santander.com.br/ri.                                    

Financial institutions are required to maintain investments in permanent assets compatible with adjusted regulatory capital. Funds invested in permanent assets, calculated on a consolidated basis, are limited to 50% of adjusted regulatory capital, as per prevailing regulation. Banco Santander classifies for said index. The Bank is in compliance with the requirements aforementioned.                                                                                                                                     


25.          Related Parties

a) Key Management Personnel Compensation                                                                                                     

The Board of Directors' meeting, held on March 27, 2019 approved, in accordance with the Compensation Committee the maximum global compensation proposal for the directors (Board of Directors and Executive Officers) overall amounting to R$400,000,000.00 (four hundred million reals) for the 2019 financial year, covering fixed remuneration, variable and equity-based and other benefits. The proposal was approved by the Ordinary General Meeting (OGM) accomplished on April 26, 2019.

a.1) Long Term Benefits                                                                                                                              

The Bank, likewise Banco Santander Spain and other companies controlled by Santander Group, develops long-term compensation programs-tied to the performance of the market price of its shares, based on the achievement of certain goals (Note 34.f).                                    

a.2) Short Term Benefits                                                                                                                              

The table below shows the salary of Board of Directors and Executive Board and refers to the amount recognized as an expense and paid in the period ended September 30, 2019 and 2018, by Banco Santander and its subsidiaries to their directors for their positions in Banco Santander and other companies in the Santander Conglomerate.

The amounts related to Variable Remuneration and Share-based Remuneration will be paid in subsequent periods.               

07/01 to 09/30/2019

01/01 to
09/30/2019

07/01 to
09/30/2018

01/01 to 09/30/2018

Fixed Compensation

23,244 

68,923 

21,201 

65,776 

Variable Compensation - in cash

39,739 

61,450 

10,564 

31,797 

Variable Compensation - in shares

46,221 

66,996 

9,510 

27,611 

Others

13,245 

33,178 

326 

44,314 

Total Short-Term Benefits

122,449 

230,547 

41,601 

169,498 

Variable Compensation - in cash

59,414 

77,316 

8,432 

24,684 

Variable Compensation - in shares

67,808 

87,186 

8,432 

24,684 

Total Long-Term Benefits

127,222 

164,502 

16,864 

49,368 

 

 

 

Total

249,671 

395,049 

58,465 

218,866 

(1) In the first half of 2018, the Management of Banco Santander decided to provision and settle in advance certain benefit, which was practiced by the Bank's liberality, remaining in 2019, the other benefits.

 

Additionally, in the third period of 2019, charges were collected on Management compensation in the amount of R$16,527 (2018 - R$17,407) and of R$26,876 (2018 - R$26,851) in the accumulated of the period.

b) Contract Termination                                                                                                                               

The termination of the employment relationship of managers for non-fulfillment of obligations or voluntarily by the employee does not give right to any financial compensation and its acquired benefits will be discontinued.                    

c) Lending Operations

The Bank and its subsidiaries may carry out transactions with related parties, in line with the legislation in force as set forth in articles 6 and 7 of CMN Resolution nº 4,693/18, article 34 of Law 6,404/76 "Law of Corporations" and the Policy for Transactions with Related Parties of Santander published on the Investor Relations website, being considered related parties:

(1)   its controllers, natural or legal persons, under the terms of art. 116 of the Law of Corporations;

(2)   its directors and members of statutory or contractual bodies;

(3)   in relation to the persons mentioned in items (i) and (ii), their spouse, companion and relatives, consanguineous or the like, up to the second degree;

(4)   natural persons with qualified equity interest in their capital;

(5)   corporate entities with qualified equity interest in their capital;

(6)   legal entities in whose capital, directly or indirectly, a Santander Financial Institution has a qualified shareholding;

(7)   legal entities in which a Santander Financial Institution has effective operational control or preponderance in the deliberations, regardless of the equity interest; and

(8)   legal entities that have a director or member of the Board of Directors in common with a Santander Financial Institution.

d) Ownership Interest                                                                                                                                                  

The table below shows the direct interest (common and preferred shares):                                        

Shares in Thousands

09/30/2019

Preferred

Total

Common Shares

Preferred

Shares

 Total 

Shares

Stockholders'

Common Shares

 (%)

Shares

 (%)

Shares

(%)

Sterrebeeck B.V. (1)

1,809,583 

47.4% 

1,733,644 

47.1% 

3,543,227 

47.3% 

Grupo Empresarial Santander, S.L. (GES) (1)

1,107,673 

29.0% 

1,019,645 

27.7% 

2,127,318 

28.4% 

Banco Santander, S.A. (1)

521,964 

13.7% 

519,268 

14.1% 

1,041,232 

13.9% 

Employees

2,789 

0.1% 

2,795 

0.1% 

5,584 

0.1% 

Directors (*)

4,972 

0.1% 

4,972 

0.1% 

9,944 

0.1% 

Others

355,870 

9.3% 

383,668 

10.4% 

739,538 

9.9% 

Total Outstanding

3,802,851 

99.6% 

3,663,992 

99.6% 

7,466,843 

99.6% 

Treasury Shares

15,844 

0.4% 

15,844 

0.4% 

31,688 

0.4% 

Total

3,818,695 

100.0% 

3,679,836 

100.0% 

7,498,531 

100.0% 

Free Float (2)

358,659 

9.4% 

386,463 

10.5% 

745,122 

9.9% 

Shares in Thousands

12/31/2018

Preferred

Total

Common Shares

Preferred

Shares

 Total 

Shares

Stockholders'

Common Shares

 (%)

Shares

 (%)

Shares

(%)

Sterrebeeck B.V. (1)

1,809,583 

47.4% 

1,733,644 

47.1% 

3,543,227 

47.2% 

GES (1)

1,107,673 

29.0% 

1,019,645 

27.7% 

2,127,318 

28.4% 

Banco Santander, S.A. (1)

521,964 

13.7% 

519,268 

14.1% 

1,041,232 

13.9% 

Employees

2,986 

0.1% 

2,987 

0.1% 

5,973 

0.1% 

Directors (*)

3,930 

0.1% 

3,930 

0.1% 

7,860 

0.1% 

Others

359,242 

9.4% 

387,045 

10.5% 

746,287 

9.9% 

Total Outstanding

3,805,378 

99.7% 

3,666,519 

99.6% 

7,471,897 

99.6% 

Treasury Shares

13,317 

0.3% 

13,317 

0.4% 

26,634 

0.4% 

Total

3,818,695 

100.0% 

3,679,836 

100.0% 

7,498,531 

100.0% 

Free Float (2)

362,228 

9.5% 

390,032 

10.6% 

752,260 

10.0% 

(1)  Companies of the Santander Spain Group.

(2)  Composed of Officials and Others.

(*)    None of the members of the Board of Directors and the Executive Board holds 1.0% or more of any class of shares.

 


e) Related-Party Transactions                                                                                                                                   

Santander has a Policy for Related Party Transactions approved by the Board of Directors, which aims to ensure that all transactions typified by the policy to take effect  in view of the interests of Banco Santander and its stockholders. The policy defines the power to approve certain transactions by the Board of Directors. The planned rules also apply to all employees and officers of Banco Santander and its subsidiaries.

Operations and charges for services with related parties are carried out in the ordinary course of business and under reciprocal conditions, including interest rates, terms and guarantees, and do not entail greater risk than the normal collection or have other disadvantages.                   

Beginning in December 2018, transactions and balances with key management personnel are shown. The main transactions and balance are as follows:

Bank

Assets

 Income

Assets

 Income

 (Liabilities)

 (Expenses)

 (Liabilities)

 (Expenses)

07/01 a
09/30/2019

01/01 to 09/30/2019

12/31/2018

07/01 a 09/30/2018

01/01 to 09/30/2018

09/30/2019

Cash

1,563,155 

1,402,413 

Banco Santander Espanha (2)

1,523,381 

1,342,685 

Banco Santander (México), S.A. (4)

2,602 

5,037 

Banco Santander Totta, S.A. (4)

9,817 

7,883 

Others

27,356 

46,808 

Interbank Investments

64,548,046 

1,583,501 

3,862,851 

64,268,736 

1,111,439 

3,713,648 

Aymoré CFI (3)

40,707,057 

1,151,797 

2,671,353 

39,943,867 

721,540 

2,632,638 

Banco Santander Espanha (1) (2)

20,779 

83,183 

6,583,716 

46,838 

95,471 

Banco PSA (3)

1,123,797 

22,624 

68,706 

1,219,424 

20,191 

70,369 

Banco RCI Brasil S.A. (3)

3,477,456 

58,617 

157,823 

2,880,143 

34,293 

95,134 

Banco Bandepe(3)

5,296,256 

47,043 

91,036 

1,984,778 

15,739 

51,274 

Olé Consignado (3)

12,348,481 

269,436 

777,272 

11,156,948 

272,838 

768,762 

Others

1,594,999 

13,206 

13,477 

499,860 

Securities

370,768 

2,013 

12,963 

354,237 

160,581 

769,147 

Santander Leasing (3)

370,768 

2,013 

12,963 

354,237 

160,581 

769,147 

Derivatives Financial Instruments - Net

(1,075,077)

(223,871)

(1,376)

(196,540)

(47,480)

225,805 

Real Fundo de Investimento Multimercado Santillana Crédito Privado (Fundo de Investimento Santillana) (4)

(140,467) 

714,263 

266,027 

2,425 

(54,580) 

Abbey National Treasury Services Plc (Abbey National Treasury) (4)

(2,479) 

(17,525) 

Banco Santander Espanha (2)

(1,068,146) 

(157,159) 

(557,180) 

(520,953) 

6,967 

129,602 

Santander FI Amazonas (3)

(17,342) 

(3,627) 

31,579 

(13,509) 

7,238 

5,971 

Santander FI Hedge Strategies (3) (Note 2)

293,438 

1,022,432 

1,023,440 

558,195 

159,719 

640,557 

Santander Hermes Multi Créd Priv Infra Fundo de Invest

84,011 

22,630 

125,552 

7,889 

Santander FI Diamantina (3)

(226,570) 

(1,108,159) 

(1,339,085) 

(494,189) 

(221,350) 

(478,220) 

Key Management Personnel

12 

55 

Interfinancial Relations

8,689,382 

2,088 

3,939 

10,131,786 

1,712 

7,229 

Getnet S.A. (Nota 12) (3) (7)

8,679,727 

985 

1,879 

10,118,599 

611 

3,012 

Santander Leasing (3)

9,656 

1,103 

2,060 

13,187 

1,101 

4,217 

Others

Loan Operations

14,609 

83 

344 

3,216 

87 

835 

Cibrasec(5)

87 

835 

Key Management Personnel (12)

14,609 

83 

344 

3,216 

Dividends and Bonuses Receivables

29,750 

251,091 

623,256 

Aymoré CFI(3)

161,419 

100,664 

Santander Leasing (3)

293,383 

Santander CCVM (3)

29,750 

36,596 

Banco RCI Brasil S.A.(3)

24,842 

Santander CCVM(3)

192,613 

Banco Bandepe(3)

52,948 

Getnet S.A.(3)

11,578 

Others

304 

Trading Account

465,553 

251 

1,327 

191,740 

59 

207 

Abbey National Treasury(4)

87,260 

14 

157 

Banco Santander Espanha(2)

465,553 

251 

1,327 

104,480 

45 

50 

Foreign Exchange Portfolio - Net

(13,722)

(158,695)

(162,896)

376,468 

(178,380)

(187,407)

Banco Santander Espanha(2)

(13,722) 

(158,801) 

(163,002) 

376,045 

(178,380) 

(187,407) 

Banco Santander México (4)

423 

Key Management Personnel

106 

106 

Income Receivable

794,612 

522,712 

1,601,456 

926,771 

445,253 

1,387,292 

Zurich Santander Brasil Seguros e Previdência S.A.(8)

760,970 

464,598 

1,425,712 

880,920 

391,124 

1,219,652 

Zurich Santander Brasil Seguros S.A.(8)

33,642 

58,114 

175,744 

45,851 

54,129 

167,640 

Receivables from Affiliates

18,526 

155,687 

515,804 

9,689 

253,946 

723,215 

Santander Capitalização S.A. (3)

73,061 

203,252 

Aymoré CFI (3)

118,099 

361,150 

122,161 

359,868 

Santander CCVM (3)

(286) 

16,358 

42,863 

12,631 

48,220 

Santander Serviços (3) (8)

1,122 

5,080 

14,256 

(855) 

(855) 

Santander Microcrédito (3) (9)

123 

8,400 

24,216 

14,415 

14,415 

Santander Brasil Consórcio (3)

(127) 

225 

4,628 

10,028 

Santander Corretora de Seguros (3)

316 

1,774 

33,644 

7,809 

25,952 

Getnet S.A. (3) (7)

196 

196 

6,111 

17,344 

47,180 

Others

17,378 

5,781 

39,481 

3,353 

2,752 

15,155 

Other Receivables - Others

665,813 

101,148 

286,227 

47,756 

21,401 

44,327 

Banco Santander Espanha(2)

631,697 

6,448 

6,448 

7,159 

6,972 

Santander Capitalização S.A.(3)

28,742 

85,173 

250,398 

30,332 

7,124 

7,124 

Banco Santander International(4)

9,039 

26,515 

11,830 

21,936 

Santander Securities Services DTVM S.A. (4)

371 

1,112 

253 

823 

Key Management Personnel

2,798 

70 

167 

3,118 

Others

2,575 

47 

1,585 

7,147 

2,194 

7,472 

Deposits

(11,148,917)

(605,588)

(530,963)

(9,888,643)

(150,229)

(595,572)

Santander Leasing(3)

(16,862) 

(1,100) 

(8,037) 

(185,539) 

(3,484) 

(114,853) 

Banco Santander Espanha(2)

(13,409) 

(77,919) 

(2,296) 

(6,711) 

Aymoré CFI(3)

(935,840) 

(26,526) 

(168,512) 

(3,504,136) 

(96,202) 

(274,785) 

Zurich Santander Brasil Seguros e Previdência S.A.(8)

(170,038) 

(234,249) 

Zurich Santander Brasil Seguros S.A.(6)

(36,599) 

Santander Brasil Gestão de Recursos Ltda.(4)

(338,443) 

(4,432) 

(12,061) 

(190,674) 

(2,523) 

(5,390) 

Sancap(3)

(99) 

(1) 

(4) 

(99) 

(93) 

(447) 

Santander Brasil Asset Management Distribuidora de Títulos e Valores Mobiliários S.A (Santander Brasil Asset)(4)

(15,811) 

(927) 

(927) 

(18,639) 

(288) 

(824) 

Webmotors S.A.(10)

(418) 

(6) 

(20) 

(1,509) 

(12) 

(83) 

Fundo de Investimento Santillana(4)

(1,391,409) 

(58,239) 

(1,151,399) 

(28,057) 

(84,472) 

Santander Brasil Tecnologia S.A. (current name of  Produban Serviços de Informática S.A.)(3)(9)

(10,043) 

(555) 

(1,900) 

(75,898) 

(198) 

(589) 

Banco RCI Brasil S.A. (3)

(61,283) 

(669) 

(1,421) 

(36,871) 

(1,162) 

(4,116) 

Santander Corretora de Seguros(3)

(5,505) 

(75) 

(242) 

(10,228) 

(1,017) 

(4,310) 

Santander Securities Services Brasil DTVM S.A.(4)

(382,472) 

(7,773) 

(22,450) 

(427,209) 

(6,540) 

(18,337) 

Santander Brasil Consórcio(3)

(1,727) 

(16) 

(49) 

(1,778) 

(19) 

(1,116) 

Santander FI Hedge Strategies(3) (Note 2)

(1,509,247) 

(405,299) 

(85,497) 

(1,789,627) 

(1,412) 

(68,922) 

Santander Capitalização S.A.(3)

(28,098) 

(5,434) 

Santander CCVM(3)

(5,002) 

(32,877) 

Santander Securities Services Brasil Participações S.A.(4)

(58,968) 

(1,152) 

(3,381) 

Super Pagamentos(3)

(4,770) 

(596) 

(2,604) 

(71,501) 

(1,805) 

(1,805) 

Santander Holding Imobiliária S.A.(3)

(83) 

(0) 

(0) 

(220) 

(1) 

Getnet S.A.(3)

(30,226) 

(1,720,075) 

Santander FI Diamantina(3)

(5,842,061) 

(141,032) 

(141,032) 

Key Management Personnel

(34,088) 

(727) 

(1,710) 

(37,873) 

Others

(351,982) 

(15,851) 

(26,259) 

(219,322) 

(3,969) 

(5,430) 

Repurchase Commitments

(5,385,609)

(77,943)

(234,487)

(4,631,434)

(148,114)

(489,482)

Fundo de Investimento Santillana(4)

(579) 

Santander FI Amazonas (3)

(324,856) 

(4,644) 

(12,197) 

(204,422) 

(3,104) 

(10,430) 

Santander Leasing(3)

(1,411,326) 

(21,091) 

(63,626) 

(1,300,319) 

(100,376) 

(369,246) 

Banco Bandepe(3)

(105,290) 

(1,455) 

(3,581) 

(64,241) 

(1,399) 

(4,525) 

Olé Consignado (3)

(1,490) 

(11) 

(58) 

(7,550) 

(245) 

(255) 

Santander CCVM (3)

(107,157) 

(1,575) 

(3,820) 

(41,740) 

(362) 

(1,012) 

Santander FI SBAC(3)

(2,388,458) 

(35,316) 

(112,835) 

(2,131,912) 

(27,344) 

(61,863) 

Santander FI Guarujá(3)

(321,743) 

(5,217) 

(15,481) 

(249,538) 

(4,487) 

(8,836) 

Santander FI Diamantina (3)

(867) 

(2,161) 

(4,600) 

(479) 

(2,119) 

PI Distribuidora de Títulos e Valores Mobiliários S.A (3)

(301,559) 

(5,287) 

(15,814) 

Santander FI Unix(3)

(362,553) 

(5,507) 

(15,522) 

(324,715) 

(5,031) 

(14,800) 

Esfera Fidelidade S.A.

(99,999) 

BeniBeneficios e Serviços S.A.

(105,950) 

(602) 

(602) 

(3) 

Others

(156,337) 

(1,654) 

(4,592) 

(838) 

Key Management Personnel

(451) 

(3) 

(12) 

Funds from Acceptance and Issuance of Securities

(103,218)

(2,033)

(4,512)

(96,133)

Key Management Personnel

(103,218) 

(2,033) 

(4,512) 

(96,133) 

Borrowings and Onlendings

(2,497,110)

(1,989,845)

Banco Santander Río S.A. (4)

Banco Santander México (4)

Banco Santander Río S.A.

(259,220) 

Santander Brasil EFC (3)

(2,497,110) 

(1,730,625) 

Dividends and Bonuses Payables

(764,035)

(3,928,017)

Banco Santander Espanha(2)

(118,621) 

(609,159) 

Sterrebeeck B.V.(2)

(403,294) 

(2,071,055) 

GES(2)(4)

(241,904) 

(1,242,259) 

Banco Madesant - Sociedade Unipessoal, S.A. (Banco Madesant)(4)

(216) 

(1,112) 

Key Management Personnel (11)

(4,432) 

Payables from Affiliates

(266,586)

(252,081)

(567,769)

(33,180)

(268,308)

(584,037)

Produban Servicios (4)

(33,098) 

(55,314) 

Isban Brasil S.A.(4)

Santander Brasil Tecnologia S.A. (atual denominação da Produban Serviços de Informática S.A.) (3) (9)

(46) 

40,586 

(121,228) 

(5,032) 

(102,955) 

(249,177) 

Ingenieria de Software Bancário,
  S.L. (Ingeniería) (2)

(21,712) 

(57,428) 

Santander Brasil Asset Management Distribuidora de Títulos e Valores
  Mobiliários S.A (Santander Brasil Asset) (4)

(7,203) 

Santander Corretora de Seguros (3)

(12,624) 

(38,624) 

(100,005) 

(6,057) 

(19,333) 

(53,157) 

Banco Santander Espanha (2)

(194) 

(176) 

(1,154) 

(7,806) 

(48,985) 

(82,780) 

Getnet S.A. (3)

(15,234) 

(7,035) 

(22,317) 

(2,660) 

(7,608) 

(19,849) 

Santander Leasing

(33,309) 

(33,309) 

(7,116) 

Santander Securities Services Brasil
  DTVM S.A. (4)

(4,576) 

(12,516) 

(36,457) 

(4,291) 

(11,713) 

(35,189) 

Zurich Santander Brasil Seguros e Previdência S.A.(11)

Santander Global Technology, S.L., SOCI

(191,772) 

(225,465) 

(225,465) 

Others

(1,627) 

(8,852) 

(27,835) 

(218) 

(22,904) 

(31,143) 

Debt Instruments Eligible to Compose Capital

(10,685,626)

(1,088,566)

(1,477,614)

(19,126,845)

(106,907)

(319,203)

Banco Santander Espanha (2) (6)

(10,685,626) 

(1,088,566) 

(1,477,614) 

(19,126,845) 

(106,907) 

(319,203) 

Donations

(4,050)

(11,835)

Fundação Sudameris

(4,050) 

(11,835) 

Other Payables - Others

(3,794,214)

(762,114)

(1,364,579)

(408,100)

(243,346)

(729,019)

Banco Santander Espanha (2)

(4,007) 

(4,007) 

(142) 

29 

(850) 

GetNet (3)

(255,452) 

(255,452) 

(71,140) 

(208,622) 

TecBan (10)

(7,781) 

(25,171) 

Ingeniería (2)

(62,390) 

(190,803) 

(70,463) 

(229,240) 

Santander Brasil Tecnologia S.A. (current name of  Produban Serviços de Informática S.A.) (3) (9)

(408) 

(1,226) 

Produban Servicios (4)

(7,109) 

(20,934) 

(6,633) 

(19,901) 

Aquanima Brasil Ltda.(4)

(3,442,350) 

(193,537) 

(524,140) 

(33,321) 

(85,226) 

(237,964) 

Getnet S.A. (3)

(831) 

(2,530) 

(381) 

(1,720) 

Santander Securities Services Brasil
  DTVM S.A. (4)

(351,863) 

(234,705) 

(360,272) 

(374,637) 

Key Management Personnel

(4,083) 

(6,441) 

(1,343) 

(4,325) 

Others

 

Consolidated

Assets

 Income

Assets

 Income

 (Liabilities)

 (Expenses)

 (Liabilities)

 (Expenses)

07/01 a
09/30/2019

01/01 to 09/30/2019

12/31/2018

07/01 a 09/30/2018

01/01 to 09/30/2018

09/30/2019

Cash

1,931,006 

1,575,165 

353,163 

Banco Santander Espanha (2)

1,891,232 

1,515,437 

261,558 

Banco Santander México (4)

2,602 

5,037 

84,568 

Banco Santander Totta, S.A. (4)

9,817 

7,883 

7,037 

Others

27,356 

46,808 

Interbank Investments

20,799 

83,305 

6,583,716 

46,839 

95,489 

Banco Santander Espanha(1)(2)

20,799 

83,305 

6,583,716 

46,839 

95,489 

Derivatives Financial Instruments - Net

(1,274,120)

(193,417)

91,325 

(182,833)

16,396 

12,470 

Fundo de Investimento Santillana(4)

(140,467) 

714,263 

266,027 

2,425 

(54,580) 

Abbey National Treasury(4)

(2,479) 

(17,525) 

Banco Santander Espanha(2)

(1,133,654) 

(193,429) 

(622,994) 

(448,860) 

16,450 

84,575 

Key Management Personnel

12 

55 

Loan Operations

14,872 

85 

349 

3,216 

87 

835 

Cibrasec(5)

87 

835 

Key Management Personnel (12)

14,872 

85 

349 

3,216 

Trading Account

465,553 

9,797 

(2,744)

191,740 

(2,205)

(21,342)

Banco Santander Espanha(2)

465,553 

9,797 

(2,744) 

104,480 

(2,219) 

(21,499) 

Abbey National Treasury(4)

87,260 

14 

157 

Foreign Exchange Portfolio - Net

(13,722)

(158,212)

(162,896)

376,468 

(178,380)

187,407 

Banco Santander Espanha(2)

(13,722) 

(158,239) 

(163,002) 

376,045 

(178,380) 

187,407 

Banco Santander México (4)

423 

Key Management Personnel

28 

106 

Dividends and Bonuses Receivables

14,548 

Webmotors S.A(10)

14,548 

Income Receivable

831,434 

407,378 

1,957,838 

959,726 

631,133 

1,937,569 

Zurich Santander Brasil Seguros e Previdência S.A. (8)

797,792 

387,685 

1,781,615 

913,875 

558,697 

1,716,543 

Zurich Santander Brasil Seguros S.A. (8)

33,642 

19,694 

176,223 

45,851 

72,436 

221,026 

Receivables from Affiliates

5,148 

1,515 

5,639 

1,432 

900 

3,073 

Isban Mexico, S.A. de C.V.(2)

122 

122 

Santander Global Technology, S.L., SOCI

192 

192 

Zurich Santander Brasil Seguros e Previdência S.A. (8)

Ingeniería(2)

Santander Securities Services Brasil DTVM S.A.(4)

149 

921 

927 

286 

2,137 

Others

4,835 

1,366 

4,718 

191 

614 

936 

Other Receivables - Others

726,885 

18,095 

41,820 

41,837 

16,015 

43,245 

Banco Santander Espanha(2)

724,087 

6,415 

6,371 

38,719 

6,972 

Banco Santander International(4)

9,039 

26,515 

11,830 

21,936 

Santander Securities Services Brasil DTVM S.A.(4)

2,127 

6,382 

2,193 

6,492 

Banco Santander - Chile

339 

Santander Brasil Gestão de Recursos Ltda. (4)

267 

Santander Participações (3)

668 

1,648 

Key Management Personnel

2,798 

92 

263 

3,118 

Others

(247) 

642 

1,992 

7,239 

Deposits

(2,378,720)

(14,061)

(98,734)

(2,394,667)

(44,188)

(123,595)

Banco Santander Espanha(2)

(43,254) 

(107,084) 

(2,296) 

(6,711) 

Zurich Santander Brasil Seguros e Previdência S.A.(8)

(170,038) 

(234,249) 

Zurich Santander Brasil Seguros S.A.(8)

(36,599) 

Isban Brasil S.A.(4)

(90) 

Santander Brasil Tecnologia S.A. (current name of  Produban Serviços de Informática S.A.)(3)(9)

(215) 

Santander Brasil Gestão de Recursos Ltda.(4)

(338,443) 

(4,432) 

(12,061) 

(190,674) 

(2,523) 

(5,390) 

Fundo de Investimento Santillana(4)

(1,391,409) 

(58,239) 

(1,151,399) 

(28,057) 

(84,472) 

Santander Brasil Asset (4)

(15,811) 

(927) 

(927) 

(18,639) 

(288) 

(824) 

Santander Securities Services Brasil DTVM S.A.(4)

(382,472) 

(7,773) 

(22,450) 

(427,209) 

(6,540) 

(18,377) 

Santander Securities Services Brasil Participações S.A.(4)

(58,968) 

(1,152) 

(3,381) 

Gestora de Inteligência de Crédito(5)

(903) 

(192) 

(3,274) 

(126,988) 

(3,300) 

(3,963) 

Webmotors S.A.(10)

(418) 

(6) 

(20) 

(1,509) 

(12) 

(83) 

Key Management Personnel

(34,099) 

(727) 

(1,710) 

(37,889) 

Others

(1,875) 

(4) 

(54) 

(3,460) 

(20) 

(89) 

Repurchase Commitments

(451)

(12)

(12)

(838)

(579)

Fundo de Investimento Santillana(4)

Key Management Personnel

(451) 

(12) 

(12) 

(838) 

(579) 

Funds from Acceptance and Issuance of Securities

(103,218)

(2,033)

(4,512)

(96,133)

Key Management Personnel

(103,218) 

(2,033) 

(4,512) 

(96,133) 

Borrowings and Onlendings

(259,220)

Banco Santander Espanha(2)

Banco Santander Río S.A. (4)

(259,220) 

Banco Santander México (4)

Dividends and Bonuses Payable

(764,035)

(3,928,017)

Sterrebeeck B.V.(2)

(403,294) 

(2,071,055) 

GES(2)(4)

(241,904) 

(1,242,259) 

Banco Santander Espanha(2)

(118,621) 

(609,159) 

Banco Madesant(4)

(216) 

(1,112) 

Key Management Personnel (11)

(4,432) 

Payables from Affiliates

(211,426)

(20,979)

(293,732)

(34,385)

(139,916)

(302,064)

Banco Santander Espanha(2)

(256) 

(178) 

(1,155) 

(7,990) 

(48,968) 

(82,619) 

Produban Servicios(4)

(33,440) 

(56,270) 

Isban Brasil S.A.(4)

(3,979) 

Santander Brasil Tecnologia S.A. (current name of  Produban Serviços de Informática S.A.)(3)(9)

(31,051) 

Ingeniería(2)

(21,711) 

(58,281) 

Santander Brasil Asset(4)

(14,406) 

190 

(722) 

(14,476) 

(542) 

(1,422) 

Santander Securities Services Brasil DTVM S.A.(4)

(4,576) 

(12,516) 

(36,457) 

(4,291) 

(11,713) 

(35,189) 

Zurich Santander Brasil Seguros e Previdência S.A.(8)

Santander Global Technology, S.L., SOCI

(191,772) 

(226,488) 

(7,116) 

Others

(417) 

(8,476) 

(28,910) 

(512) 

(23,542) 

(33,253) 

Subordinated Debt

(9,885,607)

(106,907)

(319,203)

Banco Santander Espanha (2) (6)

(9,885,607) 

(106,907) 

(319,203) 

Debt Instruments Eligible to Compose Capital

(10,685,626)

(1,088,566)

(1,477,614)

(9,958,969)

Banco Santander Espanha (2) (6)

(10,685,626) 

(1,088,566) 

(1,477,614) 

(9,958,969) 

Donations

(2,078,575)

(2,087,500)

(5,330)

(14,885)

Santander Cultural

(1,036,725) 

(1,037,500) 

(750) 

(2,250) 

Fundação Sudameris

(1,041,850) 

(1,050,000) 

(4,050) 

(11,835) 

Fundação Santander

(530) 

(800) 

Other Payables - Others

(380,161)

(264,558)

(696,908)

(403,287)

(91,448)

(305,034)

Banco Santander Espanha (2)

(2,947) 

(4,007) 

(1,639) 

(1) 

(883) 

Isban Brasil S.A.(4)

(26,270) 

Santander Brasil Tecnologia S.A. (current name of  Produban Serviços de Informática S.A.)(3)(9)

(5,435) 

Ingeniería(2)

(7,781) 

(25,171) 

Produban Servicios (4)

(408) 

(1,226) 

Aquanima Brasil Ltda.(4)

(7,149) 

(20,986) 

(6,633) 

(19,901) 

Zurich Santander Brasil Seguros e Previdência S.A. (11)

(20,377) 

(6,304) 

(17,801) 

(16,924) 

(5,493) 

(15,106) 

Santander Securities Servicies Brasil DTVM S.A. (4)

(831) 

(2,530) 

311 

(1,720) 

TecBan(10)

(255,452) 

(71,140) 

(208,622) 

Key Management Personnel

(356,484) 

(250,350) 

(395,082) 

(384,724) 

Others

(353) 

75 

(1,050) 

(303) 

(700) 

 

(1)Controller - Banco Santander is indirectly controlled by Banco Santander Spain (Note 1 and 26.d), through its subsidiary GES and Sterrebeeck B.V.

(2)Direct or indirect controlled by Banco Santander.

(3)Direct or indirect controlled by Banco Santander Espanha.

(4)Jointly Controlled - Banco Santander.

(5)Refers to the portion acquired by the Controller with the PR Optimization Plan carried out in the first half of 2014.

(6)Corresponds to receivable values related to the Acquiring business.

(7)Significant Influence of Banco Santander Espanha.

(8)Company acquired on February 28, 2018, on the same date, Produban Serviços de Informática S.A. was changed to Santander Brasil Tecnologia S.A. (Note 36.f).

(9)Jointly Controlled - Santander Corretora de Seguros.

(10) Of the total dividends approved in 2019, R$1,139 is allocated to the Key Management Personnel, with the amount of the provision being paid.

(11) The balance with key management personnel refers to operations contracted before the term of the mandates.



 

26.          Income from Services Rendered and Banking Fees

Bank

Consolidated

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

Asset Management

193,320 

540,198 

184,108 

581,972 

291,237 

807,676 

247,847 

757,676 

Checking Account Services

976,012 

2,817,598 

848,352 

2,467,295 

995,091 

2,855,773 

850,881 

2,474,908 

Lending Operations and Income from Guarantees Provided

250,661 

735,815 

237,426 

829,552 

350,473 

1,016,038 

296,267 

1,080,800 

   Lending Operations

112,454 

322,943 

91,969 

364,903 

212,266 

603,166 

150,810 

616,151 

   Income Guarantees Provided

138,207 

412,872 

145,457 

464,649 

138,207 

412,872 

145,457 

464,649 

Insurance Fees

593,628 

1,798,574 

532,158 

1,619,163 

771,170 

2,285,355 

651,427 

1,989,222 

Cards (Debit and Credit) and Acquiring Services

1,001,687 

3,081,695 

927,479 

2,669,724 

1,462,043 

4,548,407 

1,431,994 

4,154,634 

Collection

380,111 

1,130,989 

366,577 

1,116,734 

381,201 

1,133,797 

367,436 

1,119,937 

Brokerage, Custody and Placement of Securities

239,312 

622,461 

73,710 

346,504 

317,195 

913,662 

110,912 

469,121 

Others

69,054 

187,650 

71,957 

202,210 

181,895 

460,311 

178,426 

502,832 

Total

3,703,785 

10,914,980 

3,241,767 

9,833,154 

4,750,305 

14,021,019 

4,135,190 

12,549,130 


27.          Personnel Expenses

Bank

Consolidated

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

Compensation

973,587 

2,886,565 

918,602 

2,830,716 

1,094,511 

3,254,268 

1,050,948 

3,155,204 

Charges

338,104 

1,016,275 

408,353 

1,182,505 

400,936 

1,194,126 

458,813 

1,323,517 

Benefits

351,326 

1,015,876 

332,964 

984,448 

400,409 

1,151,252 

366,164 

1,081,213 

Training

13,363 

38,937 

15,252 

39,703 

16,353 

44,437 

16,778 

43,626 

Others

2,155 

6,626 

2,326 

6,790 

2,498 

8,067 

2,336 

6,842 

Total

1,678,535 

4,964,279 

1,677,497 

5,044,162 

1,914,707 

5,652,150 

1,895,039 

5,610,402 


28.          Other Administrative Expenses

Bank

Consolidated

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

Depreciation and Amortization

560,404 

1,639,284 

502,618 

1,483,643 

702,611 

2,053,665 

638,333 

1,881,213 

Outsourced and Specialized Services

467,875 

1,388,194 

426,355 

1,314,866 

591,770 

1,753,297 

542,611 

1,639,397 

Communications

95,768 

290,759 

101,545 

293,596 

101,998 

309,098 

107,606 

311,813 

Data Processing

590,199 

1,770,779 

588,022 

1,554,253 

606,516 

1,801,173 

584,562 

1,583,777 

Advertising, Promotions and Publicity

115,140 

320,537 

115,952 

306,243 

147,702 

447,087 

134,019 

365,958 

Rentals

191,397 

570,648 

178,645 

531,042 

198,179 

591,674 

183,916 

546,545 

Transportation and Travel

37,397 

109,720 

34,185 

101,663 

47,871 

139,733 

42,674 

125,578 

Financial System Services

53,548 

167,588 

76,523 

198,366 

72,831 

217,637 

93,483 

251,571 

Security and Money Transport

143,459 

453,031 

145,920 

450,380 

144,343 

455,453 

147,248 

452,489 

Asset Maintenance and Upkeep

63,928 

174,819 

59,026 

181,569 

66,277 

185,178 

60,762 

185,228 

Water, Electricity and Gas

46,425 

155,572 

43,611 

138,018 

47,584 

159,507 

45,124 

141,722 

Materials

12,053 

32,721 

14,591 

39,093 

14,998 

37,581 

15,917 

41,761 

Others

156,859 

403,322 

103,538 

285,270 

227,065 

636,713 

163,205 

448,753 

Total

2,534,452 

7,476,974 

2,390,531 

6,878,002 

2,969,745 

8,787,796 

2,759,460 

7,975,805 



 

29.          Tax Expenses

Bank

Consolidated

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

Cofins (Contribution for Social Security Financing) (1)

426,255 

1,455,269 

538,785 

1,087,512 

589,329 

1,961,718 

695,757 

1,524,170 

ISS (Tax on Services) (3)

82,984 

377,761 

152,278 

459,849 

120,930 

694,519 

204,009 

611,782 

PIS (Tax on Revenue) (1)

69,266 

232,426 

76,827 

161,158 

100,165 

332,043 

103,846 

247,711 

Others (2)

62,264 

168,215 

54,544 

153,684 

82,598 

230,801 

78,250 

218,917 

Total

640,769 

2,233,671 

822,434 

1,862,203 

893,022 

3,219,081 

1,081,862 

2,602,580 

(1)  Includes the constitution of deferred taxes assets PIS and Cofins on adjustment to market value of securities and derivative financial instruments.

(2)  Includes provisions updates for PIS and Cofins of Law 9,718/1998.

(3)  ISS payment effected by Santander Leasing for the city of São Paulo, referring lease operations on the period between January 2014 and December 2017, in the amount of R$195,569.

 


30.          Other Operating Income

Bank

Consolidated

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

Net Income Pension and Capitalization

128,922 

388,975 

106,008 

292,088 

Reversal of Operating Provisions - Fiscal (Note 22.c) (1)

(4,923) 

14,668 

(4,932) 

37,782 

Reversal of Provision for Financial Guarantees Provided (Note 21)

10,812 

36,294 

10,767 

116,357 

10,812 

36,294 

10,767 

116,357 

Monetary Adjustment of Escrow Deposits

99,874 

387,814 

80,037 

354,821 

119,091 

449,123 

108,390 

444,465 

Recoverable Taxes

16,220 

50,745 

66,956 

154,952 

24,040 

76,725 

79,929 

193,488 

Recovery of Charges and Expenses

192,386 

581,675 

245,680 

724,137 

138,573 

398,860 

182,630 

536,375 

Monetary Variation

24,287 

50,598 

12,684 

32,250 

24,851 

51,663 

12,795 

33,097 

Others (2)

1,022,930 

1,484,365 

583,720 

1,439,532 

1,252,393 

1,923,039 

833,088 

1,746,162 

Total

1,366,509 

2,591,491 

994,921 

2,836,717 

1,698,682 

3,324,679 

1,328,675 

3,399,814 

(1)  On September 30, 2018, includes the amount of R$51,215 in the Bank and R$52,606 in the Consolidated referring to the program of installments and cash payment of tax and social security debts established by MP 783/2017 and reissues.

(2)  On September 30, 2018, it mainly includes the effect of the increase in the cost contribution established for purposes of the post-employment benefit plan in the amount of R$816,157 (note 21 and 34).

 


31.          Other Operating Expenses

Bank

Consolidated

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

Operating Provisions

   Fiscal (Note 22.c)

240,519 

256,397 

245,773 

246,706 

   Labor (Note 22.c)

343,483 

607,735 

184,482 

697,986 

359,594 

666,871 

200,077 

737,273 

   Civil (Note 22.c)

338,548 

430,904 

225,678 

502,388 

433,782 

594,565 

278,897 

605,242 

Credit Cards (3)

1,091,252 

3,237,147 

577,112 

1,609,119 

853,592 

2,560,566 

595,400 

1,654,892 

Actuarial Losses - Pension Plan (Note 34.a)

93,457 

203,336 

60,061 

180,416 

94,504 

203,601 

59,652 

179,141 

Legal Fees and Costs

30,995 

111,038 

45,356 

135,014 

18,114 

114,428 

53,451 

156,468 

Serasa and SPC (Credit Reporting Agency)

16,726 

49,844 

16,388 

46,991 

17,248 

51,231 

16,813 

48,178 

Brokerage Fees

21,339 

69,851 

16,975 

52,357 

21,607 

70,209 

9,101 

45,869 

Commissions

241,056 

483,732 

103,675 

333,229 

569,970 

1,423,139 

351,299 

1,156,169 

Rating recoverable value (2)

305,864 

305,864 

Others (1)

457,516 

1,666,630 

978,192 

2,735,368 

1,009,105 

2,953,682 

1,228,761 

3,485,572 

Total

2,874,891 

7,116,614 

2,207,919 

6,598,732 

3,623,289 

8,884,998 

2,793,451 

8,374,668 

(1) On September 30, 2019 and 2018, mainly includes monetary restatement on provisions for judicial and administrative proceedings and legal obligations, provisions for the benefit guarantee fund and other provisions.

(2) On September 30, 2018, includes the recognition of impairment of intangible assets and property, plant and equipment recorded as a result of technical analyzes, which have shown a significant reduction in the expected future economic benefits of these assets (Note 16).

(3) Represented, mainly, with expenses related to transactions with credit cards and fidelity programs.

 

 

 


32.          Non-Operating Income

Bank

Consolidated

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

 07/01 to 09/30/2019

 01/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

Result on sale of Investments

1,899 

6,268 

2,430 

11,018 

Result on Sale of Other Assets

(5,300) 

1,273 

31,098 

81,665 

(15,430) 

(14,319) 

23,659 

63,907 

Reversal (Recognition) of Allowance for Losses on Other Assets (1)

13,131 

11,417 

(25,309) 

(39,984) 

27,707 

(92,223) 

(17,539) 

(28,113) 

Expense on Assets Not in Use

(12,394) 

(40,856) 

(8,651) 

(28,451) 

(13,072) 

(41,797) 

(8,899) 

(28,828) 

Gains (Losses) of Capital

(638) 

333 

1,572 

(707) 

(650) 

(115) 

1,402 

(861) 

Other Income (Expenses)

13,669 

50,897 

4,172 

11,354 

18,396 

49,654 

5,131 

16,337 

Total

8,468 

23,064 

2,882 

23,877 

18,850 

(92,532)

6,184 

33,460 


33.          Income Tax and Social Contribution

Bank

 07/01 to 09/30/2019

 07/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

Income Before Taxes on Income and Profit Sharing

2,536,745 

12,693,790 

3,141,847 

7,268,049 

Profit Sharing (1)

(420,684) 

(1,262,362) 

(414,840) 

(1,254,619) 

Interest on Capital (2)

(600,000) 

(1,200,000) 

Income Before Taxes

2,116,061 

11,431,428 

2,127,007 

4,813,430 

Total Income and Social Contribution Tax at the Rates of 25% and 20%, Respectively (5)

(846,424)

(4,572,571)

(957,153)

(2,166,044)

Equity in Subsidiaries (3)

220,548 

864,167 

308,253 

607,320 

Nondeductible Expenses, Net of Non-Taxable Income

467,344 

1,257,431 

76,524 

237,848 

Exchange Variation - Foreign Branches

1,526,223 

1,323,811 

778,497 

3,504,172 

Income and Social Contribution Taxes on Temporary Differences and Tax Losses from Previous Exercises

115,792 

142,815 

94,924 

378,653 

Other Adjustments Social Contribution Taxes 5% (5)

(18,037) 

610 

Other Adjustments, Including Profits Provided Abroad

34,206 

58,316 

28,703 

254,167 

Income and Social Contribution Taxes

1,517,689 

(926,031)

311,711 

2,816,726 

Consolidated

 07/01 to 09/30/2019

 07/01 to 09/30/2019

 07/01 to 09/30/2018

 01/01 to 09/30/2018

Income Before Taxes on Income and Profit Sharing

2,908,051 

14,176,041 

3,818,292 

8,747,668 

Profit Sharing (1)

(469,896) 

(1,395,158) 

(452,175) 

(1,352,316) 

Interest on Capital (2)

(600,000) 

(1,200,000) 

Unrealized Income

28,262 

44,523 

(251) 

(535) 

Income Before Taxes

2,466,418 

12,825,406 

2,765,866 

6,194,817 

Total Income and Social Contribution Tax at the Rates of 25% and 20%, Respectively (5)

(986,567)

(5,130,162)

(1,244,640)

(2,787,668)

Equity in Subsidiaries (3)

5,353 

14,041 

2,200 

6,249 

Nondeductible Expenses, Net of Non-Taxable Income

493,255 

1,395,088 

82,791 

259,686 

Exchange Variation - Foreign Branches

1,526,223 

1,323,811 

778,497 

3,504,172 

Income and Social Contribution Taxes on Temporary Differences and Tax Losses from Previous Exercises

116,132 

176,984 

93,418 

359,311 

Effects of Change in Rate of CSLL (4)

37,712 

91,455 

36,453 

115,942 

Other Adjustments Social Contribution Taxes 5% (5)

(31,703) 

(13,447) 

Other Adjustments, Including Profits Provided Abroad

66,853 

51,351 

42,875 

251,724 

Income and Social Contribution Taxes

1,258,960 

(2,077,432)

(240,109)

1,695,969 

(1)  The basis of calculation is the net income, after IR and CSLL.

(2)  As of January 2019, pursuant to CMN Resolution nº 4.706, the amounts related to the declared capital remuneration must be recognized against the appropriate account of retained earnings, by the net amount of the tax effects.

(3)  As a result of equity in subsidiaries are not included interest on capital received and receivable.

(4)  Effect of rate differences for the other non-financial companies, which the social contribution tax rate is 9%.

(5)  Temporary rate increase of CSLL from September 2015 to December 2018 (Note 3.s).

 

Foreign Exchange Hedge of the Grand Cayman Branch, Luxembourg Branch and the Subsidiary Santander Brasil EFC

 

Banco Santander operates two branchs, one in the Cayman Islands and one in Luxembourg, and a subsidiary called Santander Brasil Establecimiento Financiero de Credito, EFC, or “Santander Brasil EFC” (independent subsidiary in Spain) which are used mainly to raise funds in the capital and financial markets, providing credit lines that are extended to customers for trade-related financings and working capital (Note 13).

 

To protect the exposures to foreign exchange rate variations, the Bank uses derivatives and international funding. According to Brazilian tax rules, the gains or losses resulting from the impact of appreciation or depreciation of the local currency (real) in foreign investments are nontaxable or deductible to PIS/Cofins/IR/CSLL, while gains or losses from derivatives used as hedges are taxable or deductible. The purpose of these derivatives are to protect the after-tax results.

 

Tax treatment distinct from such exchange rate differences results in volatility in "Operating Income before Taxation" and in the caption "Income Taxes". Following are the effects of the operations carried out, as well as the total effect of the Currency Hedge for the period ended in September 30, 2019 and 2018:

 

 01/01 to
09/30/2019

 01/01 to 09/30/2018

R$

Financial Operations

Result generated by the exchange rate variations on the Bank's investment in the Cayman and EFC Agency

3,525,929 

8,376,227 

Result generated by derivative contracts used as hedge

(5,994,824) 

(15,787,634) 

Tax Expenses

Tax effect of derivative contracts used as hedge - PIS/COFINS

57,168 

406,456 

Income Tax and Social Contribution

Tax effect of derivative contracts used as hedge - IR/CS

2,411,727 

7,004,951 

 


34.          Employee Benefit Plans - Post-Employment Benefits

a) Supplemental Pension Plan                                                                                                                                   

Banco Santander and its subsidiaries sponsor the closed pension entities for the purpose of granting pensions and supplementary pensions over those granted by the Social Security, as defined in the basic regulations of each plan.           

I) Banesprev                                                                                                                                                                   

Plan I: defined benefit plan fully sponsored by Banco Santander, it covers employees hired after May 22, 1975 called Participants Recipients, and those hired until May 22, 1975 called Participants Aggregates, who are also entitled to death benefits. This plan is closed to new entrants since March 28, 2005.                            

Plan II: defined benefit plan, constituted from July 27, 1994, effective of the new text of the Statute and Regulations of the Basic Plan II, Plan I participants who chose the new plan began to contribute to the rate of 44.9% stipulated by the actuary for funding each year, introduced in April 2012 extraordinary cost to the sponsor and participants, as agreed with the PREVIC - Superintendence of Pension Funds, due to deficit in the plan. This plan is closed to new entrants since June 3, 2005.

Plan V: defined benefit plan fully sponsored by Banco Santander, it covers employees hired until May 22, 1975, closed and paid off.                                                                                                                                               

Supplemental Pension Plan Pré 75: defined benefit plan was created in view of the privatization of Banespa and is managed by Banesprev and offered only to employees hired before May 22, 1975, which its effective date is January 1, 2000. This plan is closed to new entrants since April 28, 2000.                 

Plan III: variable contribution plan, for employees hired after May 22,1975, previously served by the Plans I and II. This plan receives contributions from the sponsor and the participants. The benefits are in the form of defined contribution during the period of contribution and defined benefit during the receipt of benefit, if paid as monthly income for life. Plan is closed to new entrants since September 1, 2005.                                    

Plan IV: variable contribution plan, designed for employees hired as of November 27, 2000, in which the sponsor only contributes to the risk benefits and administrative expenses. In this plan the benefit is set in the form of defined contribution during the period of contribution and defined benefit during the receipt of benefits in the form of monthly income for life, in whole or in part of the benefit. The risk benefits of the plan are in defined benefit. This plan is closed to new entrants since July 23, 2010.                                               

Three plans (DCA, DAB and CACIBAN): additional retirement and former employees associated pension, arising from the process of acquisition of the former Banco Meridional, established under the defined benefit plan. The plans are closed to new participants prior to the acquisition of Grupo Bozano Simonsen by Banco Santander in November 1999. .

Plano Sanprev I: defined benefit plan, established on September 27, 1979, covering employees enrolled in the plan sponsor and it is in process of extinction since June 30, 1996.                                              

Plan Sanprev II: plan that provides insurance risk, pension supplement temporary, disability retirement annuity and the supplemental death and sickness allowance and birth, including employees enrolled in the plan sponsor and is funded solely by sponsors through monthly contributions, as indicated by the actuary. This plan is closed to new entrants since March 10, 2010.                                                           

Plan Sanprev III: variable contribution plan covering employees of the sponsors who made ​​the choice to contribute, by contribution freely chosen by participants from 2% of their salary. That the benefit plan is a defined contribution during the contribution and defined benefit during the receipt of the benefit, being in the form of monthly income for life, in whole or in part of the benefit. This plan is closed to new entrants since March 10, 2010.                                                                         

II) Sanprev - Santander Associação de Previdência (Sanprev)                                                                        

Closed-End Private Pension Entity (EFPC) that used to manage three benefit plans, 2 in the Defined Benefit modality and 1 in the modality of Variable Contribution, whose process of management transfer of these plans to Banesprev occurred in January 2017. According to Portaria 389 of PREVIC, of ​​May 8, 2018, it was approved the closure of the authorization of operation of Sanprev.          

III) Bandeprev - Bandepe Previdência Social (Bandeprev)                                                                                

Defined benefit plan, sponsored by Banco Bandepe and Banco Santander, managed by Bandeprev. The plans are divided into basic plan and special retirement supplement plan, with different eligibility requirements, contributions and benefits by subgroups of participants. The plans are closed to new entrants since 1999 for Banco Bandepe’s employees and for others since 2011.                                                                   

IV) Other Plans                                                                                                                                                               

 

 

SantanderPrevi - Sociedade de Previdência Privada (SantanderPrevi):it´s a closed-end private pension entity with the purpose of constitution and implementation of social security pension plans, complementary to the social security contribution, in the form of actual legislation.                                                                          

The Retirement Plan of SantanderPrevi is structured as Defined Contribution and closed to new members since July 2018 as approved by PREVIC, with contributions shared between sponsors and plan participants. The appropriate values by the sponsors in the third quarter period of 2019 was R$24,806 (2018 - R$20,349) in the Bank and R$26,666 (2018 - R$22,329) in the Consolidated and in the accumulated was R$93,172 (2018 - R$63,046) in the Bank and R$99,937 (2018 - R$69,528) in the Consolidated.

It has 10 cases of lifetime income with benefits arising from the previous plan.   

SBPREV - Santander Brasil Open Pension Plan: as from January 2, 2018, Santander started to offer this new optional supplementary pension plan for new employees hired and for employees who are not enrolled in any other pension plan managed by the Closed Entities Complementary Pension Plan of the Group. This new program includes the PGBL- Free Benefit Generation Plan and VGBL-Free Benefit Generator Life managed by Icatu Seguros, the Open Entity of Complementary Pension Plan, which are open for new accessions, with similar characteristics to SantanderPrevi's plan. the instituting / stipulating companies and the participants in the plans.

The appropriated values by the sponsors in the first period of 2019 were R$1,946 (2018 – R$430) in the Bank and R$2,423 (2018 – R$465) in the Consolidated and in the accumulated was R$4,470 (2018 - R$696) in the Bank and R$5,422 (2018 - R$737) in the Consolidated.

 

Determination of Net Actuarial Assets (Liabilities)                               

Bank

09/30/2019

Santander-

Banesprev

previ

Bandeprev

Conciliation of Assets and Liabilities

Present Value of Actuarial Obligations

(25,375,054) 

(4,178) 

(1,438,801) 

Fair Value of Plan Assets

22,395,703 

4,700 

2,258,949 

(2,979,351) 

522 

820,148 

Being:

Superavit

898,535 

522 

820,148 

Deficit

(3,877,886) 

Amount not Recognized as Assets

589,374 

522 

817,340 

Net Actuarial Asset on June 30, 2019

309,161 

2,808 

Net Actuarial Liability on June 30, 2019

(3,877,886)

Revenues (Expenses) Recorded (Note 32)

4,572 

51 

Net Actuarial Asset on September 30, 2019 (Note 12)

313,733 

2,859 

Payments Made on the Actuarial Liabilities

6,211 

(1) 

Revenues (Expenses) Recorded on the Actuarial Liabilities (Note 32)

(75,363) 

(3) 

(141) 

Net Actuarial Liability on September 30, 2019 (Note 22)

(3,947,038) 

(3) 

(142) 

Other Equity Valuation Adjustments

(4,965,786)

511 

1,999 

Actual Return on Plan Assets

3,105,096 

483 

395,197 

Bank

12/31/2018

Santander-

Banesprev

previ

Bandeprev

Conciliation of Assets and Liabilities

Present Value of Actuarial Obligations

(22,132,844) 

(4,248) 

(1,433,319) 

Fair Value of Plan Assets

20,147,508 

4,455 

1,927,672 

(1,985,336)

207 

494,353 

Being:

Superavit

642,636 

207 

494,353 

Deficit

(2,627,972) 

Amount not Recognized as Assets

421,575 

207 

492,112 

Net Actuarial Asset (Note 12)

221,061 

2,241 

Net Actuarial Liability (Note 22)

(2,627,972)

Payments Made

485,091 

197 

Revenues (Expenses) Recorded on the Actuarial Liabilities (Note 32)

(245,609) 

(15) 

(457) 

Other Equity Valuation Adjustments

(3,914,503) 

504 

1,406 

Actual Return on Plan Assets

2,961,579 

463 

246,451 

Consolidated

09/30/2019

Santander-

Banesprev

previ

Bandeprev

Conciliation of Assets and Liabilities

Present Value of Actuarial Obligations

(25,886,133) 

(4,178) 

(1,438,801) 

Fair Value of Plan Assets

23,141,470 

4,700 

2,258,949 

(2,744,663) 

522 

820,148 

Being:

Superavit

1,176,952 

522 

820,148 

Deficit

(3,921,615) 

Amount not Recognized as Assets

801,250 

522 

817,340 

Net Actuarial Asset on June 30, 2019

375,702 

2,808 

Net Actuarial Liability on June 30, 2019

(3,921,615)

Revenues (Expenses) Recorded (Note 32)

5,741 

51 

Net Actuarial Asset on September 30, 2019 (Note 12)

381,443 

2,859 

Payments Made on the Actuarial Liabilities

6,383 

(1) 

Revenues (Expenses) Recorded on the Actuarial Liabilities (Note 32)

(77,051) 

(3) 

(141) 

Net Actuarial Liability on September 30, 2019 (Note 22)

(3,992,283)

(3)

(142)

Other Equity Valuation Adjustments

(4,994,425) 

511 

1,999 

Actual Return on Plan Assets

3,234,405 

483 

395,197 

Consolidated

12/31/2018

Santander-

Banesprev

previ

Bandeprev

Conciliation of Assets and Liabilities

Present Value of Actuarial Obligations

(22,575,641) 

(4,248) 

(1,433,319) 

Fair Value of Plan Assets

20,776,863 

4,455 

1,927,672 

(1,798,778)

207 

494,353 

Being:

Superavit

858,528 

207 

494,353 

Deficit

(2,657,306) 

Amount not Recognized as Assets

587,488 

207 

492,112 

Net Actuarial Asset (Note 12)

271,040 

2,241 

Net Actuarial Liability (Note 22)

(2,657,306)

Payments Made

485,921 

197 

Revenues (Expenses) Recorded on the Actuarial Liabilities (Note 32)

(243,948) 

(15) 

(457) 

Other Equity Valuation Adjustments

(3,886,966) 

504 

1,406 

Actual Return on Plan Assets

2,998,607 

463 

246,451 

 

Opening of gains (losses) actuarial from experience, financial assumptions and demographic hypotheses of June 30, 2019, valid for September 30, 2019 and the opening of gains (losses) actuarial from experience, financial assumptions and demographic hypotheses of December 31, 2018:     

Bank

06/30/2019

Santander-

Banesprev

previ

Bandeprev

Experience Plan

(223,239) 

20 

(6,600) 

Changes in Financial Assumptions

(2,934,524) 

Gain (Loss) Actuarial - Obligation

(3,157,763)

20 

(6,600)

Return on Investment, Return Unlike Implied Discount Rate

2,226,438 

292 

310,004 

Gain (Loss) Actuarial - Asset

2,226,438 

292 

310,004 

Change in Irrecoverable Surplus

(148,597)

(305)

(302,812)

Bank

12/31/2018

Santander-

Banesprev

previ

Bandeprev

Experience Plan

(768,039) 

(107) 

(34,121) 

Changes in Financial Assumptions

(802,060) 

(117) 

(51,369) 

Gain (Loss) Actuarial - Obligation

(1,570,099)

(224)

(85,490)

Return on Investment, Return Unlike Implied Discount Rate

1,282,101 

59 

79,462 

Gain (Loss) Actuarial - Asset

1,282,101 

59 

79,462 

Change in Irrecoverable Surplus

74,727 

180 

6,312 

Consolidated

06/30/2019

Santander-

Banesprev

previ

Bandeprev

Experience Plan

(225,677) 

20 

(6,600) 

Changes in Financial Assumptions

(2,993,914) 

Gain (Loss) Actuarial - Obligation

(3,219,591)

20 

(6,600)

Return on Investment, Return Unlike Implied Discount Rate

2,327,751 

292 

310,004 

Gain (Loss) Actuarial - Asset

2,327,751 

292 

310,004 

Change in Irrecoverable Surplus

(187,003)

(305)

(302,812)

Consolidated

12/31/2018

Santander-

Banesprev

previ

Bandeprev

Experience Plan

(769,489) 

(107) 

(34,121) 

Changes in Financial Assumptions

(819,689) 

(117) 

(51,369) 

Gain (Loss) Actuarial - Obligation

(1,589,178)

(224)

(85,490)

Return on Investment, Return Unlike Implied Discount Rate

1,264,568 

59 

79,462 

Gain (Loss) Actuarial - Asset

1,264,568 

59 

79,462 

Change in Irrecoverable Surplus

110,828 

180 

6,312 

 

The table below shows the duration of the actuarial obligations of the plans sponsored by Banco Santander on December 31, 2018, applicable to September 30, 2019:

Plans

Duration (in Years)

Banesprev

Plan I

11.35 

Plan II (1)

12.82 

Plan III

9.39 

Plan IV

14.00 

Plan V (1)

9.54 

Pré-75 (1)

10.41 

Meridional DCA, DAB e CACIBAN

 6,37/5,79/6,79

Sanprev

Plan I

6.47 

Plan II

10.83 

Plan III

9.66 

Bandeprev

Plan Básico

9.57 

Plan Especial I

6.70 

Plan Especial II

6.52 

SantanderPrevi

SantanderPrevi

7.30 

(1) Except for Plans II, V and Pre-75, whose duration is 06/30/2019.

b) Health and Dental Care Plan                                                                                                                                 

Cabesp - Caixa Beneficente dos Funcionários do Banco do Estado de São Paulo:entity that covers health and dental care expenses of employees hired until Banespa privatization in 2000, as defined in the entity's bylaws.              

HolandaPrevi’s Retirees (current corporate name of SantanderPrevi): for the health care plan Retirement has lifetime nature and is a closed group. In his termination the employee should have completed 10 years of employment with Banco Real and 55 years of age. In this case it was offered the continuity of health care plan where the employee pays 70% and the Bank pays 30% of the monthly payment. This rule lasted until December, 2002 and after this period that the employee got terminated with the status Retired Holandaprevi, he pays 100% of the health plan monthly payment.         

Former Employees of Banco Real (Retiree by Circulares): it grants entitlement to healthcare to former employee of Banco Real, with lifetime benefit it was granted in the same condition as the active employee, in this case, with the same coverage and plan design.                                                                                             

Eligible only for basic plans and premium apartment, if the beneficiary chooses for the apartment plan he pays the difference between the plans plus the co-participation in the basic plan. Not allowed new additions of dependents. It is subsidized in 90% of the plan.                                                                                                     

Bandeprev’s Retirees: health care plan granted to Bandeprev’s retirees as a lifetime benefit, for which Banco Santander is responsible for subsidizing 50% of the benefits of employees retired until November 27, 1998. For whom retired after this date, the subsidy is 30%.                                                                                            

Officer with Lifetime Benefits (Lifetime Officers): lifetime health care benefit granted to a small closed group of former directors coming from Banco Sudameris, being 100% subsidized by the Bank.                   

Free Clinic: health care plan (free clinic) is offered for a lifetime to retirees who have contributed to the Foundation Sudameris for at least 25 years and has difference in default if the user chooses apartment. The plan is only offered in standard infirmary where the cost is 100% of the Foundation Sudameris.

Life Insurance for Banco Real Retirees (Life Insurance): granted for Retirees Circulars: indemnity in case of Natural Death, Disease Disability, Accidental Death. The subsidy is 45% of the value. It is a closed group.

Life Insurance Assistance Boxes (Life Insurance): included in the bulk of the life insurance in December 2018 the insurance of the retirees of the DCA, DAB and CACIBAN plans. This insurance was granted to retirees of the former Southern Bank, coverage was according to the choice of retiree at the time of joining the benefit. The Bank's allowance is 50% of the premium amount for the holder and some retirees have the spouse clause bearing 100% of the cost. It is a closed mass.

Additionally, it is assured to retired employees, since they meet to certain legal requirements and fully pays their respective contributions, the right to be maintaining as a beneficiary of the Banco Santander health plan, in the same conditions for healthcare coverage, taken place during their employment contract. Banco Santander provisions related to this retired employees are calculated using actuarial calculations based in the present value of the current cost.

Determination of Net Actuarial Assets (Liabilities)

Bank

Consolidated

09/30/2019

12/31/2018

Cabesp

Other Plans

Cabesp

Other Plans

Conciliation of Assets and Liabilities

Present Value of Actuarial Obligations

(4,862,349) 

(712,139) 

(5,075,712) 

(712,139) 

Fair Value of Plan Assets

4,686,901 

4,892,565 

(175,448)

(712,139)

(183,147)

(712,139)

Being:

Deficit

(175,448) 

(712,139) 

(183,147) 

(712,139) 

Net Actuarial Liability on June 30, 2019

(175,448)

(712,139)

(183,147)

(712,139)

Contributions effected on the Actuarial Liabilities

23,570 

9,830 

24,047 

9,830 

Revenues (Expenses) Recorded on the Actuarial Liabilities (Note 32)

(4,006) 

(1) 

(15,893) 

(4,320) 

(1) 

(15,893) 

Net Actuarial Liability on September 30, 2019 (Note 21)

(155,884)

(718,202)

(163,420)

(718,202)

Other Equity Valuation Adjustments

(1,066,284) 

(182,358) 

(1,045,676) 

(182,358) 

Actual Return on Plan Assets

819,799 

855,584 

Bank

Consolidated

12/31/2018

12/31/2018

Cabesp

Other Plans

Cabesp

Other Plans

Conciliation of Assets and Liabilities

Present Value of Actuarial Obligations

(3,916,073) 

(700,347) 

(4,088,724) 

(700,347) 

Fair Value of Plan Assets

3,981,705 

4,157,250 

65,632 

(700,347)

68,526 

(700,347)

Being:

Superavit

65,632 

68,526 

Deficit

(700,347) 

(700,347) 

Amount not Recognized as Assets

(65,632) 

(68,526) 

Net Actuarial Liability (Note 21)

(700,347)

(700,347)

Contributions effected on the Actuarial Liabilities

70,977 

35,655 

72,548 

35,655 

Revenues (Expenses) Recorded on the Actuarial Liabilities (Note 32)

767,400 

(66,297)

785,085 

(66,297) 

Other Equity Valuation Adjustments

(827,174)

(181,993)

(839,216) 

(181,993) 

Actual Return on Plan Assets

558,673 

577,483 

 

Opening of gains (losses) actuarial from experience, financial assumptions and demographic hypotheses of June 30, 2019, valid for September 30, 2019 and the opening of gains (losses) actuarial from experience, financial assumptions and demographic hypotheses of December 31, 2018:     

Bank

09/30/2019

12/31/2018

Cabesp

Other Plans

Cabesp

Others Plans

Experience Plan

(61,083) 

(366) 

(167,812) 

91,588 

Changes in Financial Assumptions

(863,421) 

(304,427) 

(59,742) 

Gain (Loss) Actuarial - Obligation

(924,503)

(366)

(472,239)

31,846 

Return on Investment, Return Unlike Implied Discount Rate

637,331 

282,012 

Gain (Loss) Actuarial - Assets

637,331 

282,012 

Change in Irrecoverable Surplus

68,671 

(50,792)

Consolidated

09/30/2019

12/31/2018

Cabesp

Other Plans

Cabesp

Others Plans

Experience Plan

(63,572) 

(366) 

(171,398) 

91,588 

Changes in Financial Assumptions

(900,333) 

(317,208) 

(59,742) 

Gain (Loss) Actuarial - Obligation

(963,905)

(366)

(488,606)

31,846 

Return on Investment, Return Unlike Implied Discount Rate

665,139 

307,048 

Gain (Loss) Actuarial - Obligation

665,139 

307,048 

Change in Irrecoverable Surplus

71,698 

(52,604)

 

The table below shows the duration of the actuarial obligations of the plans sponsored by Banco Santander on December 31, 2018, applicable to September 30, 2019:

Duration (in Years)

Plans

Cabesp (2)

15.50 

Bandepe

14.73 

Free Clinic

11.04 

Lifelong Directors

8.63 

Circular (1)

 11,72 e 10,68

Life Insurance

7.82 

(1)  The duration 11,72 refers to the plan of Former Employees of Banco ABN Amro and 10,68 to the plan of Former Employees of Banco Real.

(2)  Exception Cabesp, the duration was updated to 30/06/2019.

 

c) Management of The Assets of the Plan

The main asset categories as percentage of total assets of the plan on December 31, 2018 and 2017, applicable to September 30, 2019 and 2018, were the following:

Bank/Consolidated

Equity Instruments

4.8% 

Debt Instruments

94.6% 

Real Estate

0.3% 

Others

0.3% 

 

d) Actuarial Assumptions Adopted

Bank/Consolidated

09/30/2019

12/31/2018

Pension

Health

Pension

Health

Nominal Discount Rate for Actuarial Obligation

7,7% (1) e 9,1%

7,9% (2) e 9,3%

9.1% 

9.3% 

Rate Calculation of Interest Under Assets to the Next Year

7,7% (1) e 9,1%

7,9% (2) e 9,3%

9.1% 

9.3% 

Estimated Long-term Inflation Rate

4.0% 

4.0% 

4.0% 

4.0% 

Estimated Salary Increase Rate

5.0% 

5.0% 

5.0% 

5.0% 

Boards of Mortality

AT2000

AT2000

AT2000

AT2000

(1)  Banesprev II, V and Pré 75.

(2)  Cabesp.

 

 

e)  Sensitivity Analysis                                                                                                                                                 

The assumptions regarding rates related to the cost of medical care have a significant effect on the amounts recognized in the income statement. The change of one percentage point in health care cost rates would have the following effects:

Sensibility

 (+) 1.0%

 (-) 1.0%

Effect on Current Service Cost and Interest on the Actuarial Liabilities

69,961 

(62,469) 

Effect on the Present Value of Obligations

761,619 

(680,061) 

 

f) Share-Based Compensation                                                                                                                                   

Banco Santander has long-terms compensation plans linked to the market price of the shares. The members of the Executive Board of Banco Santander are eligible for these plans, as well as other members selected by the Board of Directors, whose selection will take into account seniority of the group. For the Board of Directors members in order to be eligible, it is necessary to exercise Executive Board functions.

f.1) Local and Global ILP Program

Below are the long-term compensation programs and their technical features.

Program

Plan

Liquidity Type

Vesting Period

Period of Exercise/Settlement

Local

Long-Term Incentive Plan - Private Ultra High (1)

Money

Apr/2017 to Dec/19

 In March/2020 and March/2021

Global

Global Long-Term – ILP CRDIV - Granted 2015 (2) (3)

Santander Global Group Shares

2015 to 2016

 In March/2019 and March/2020

Local

Long-Term Incentive Plan – Technology

Santander Brasil Bank Shares

Jul/2019 to Jun/2022

 In July/2022

Local

Long-Term Incentive Plan – Pi Investments

Santander Brasil Bank Shares

Jan/2019 to Dec/2021

 In March/2022 and March/2023

Local

Long-Term Incentive Plan – Ben'

Santander Brasil Bank Shares

Jan/2019 to Dec/2021

 In March/2022 and March/2023

(1) It aims the growth and profitability of the Private business and the recognition of the Participant's contribution.

(2) Subject to the achievement of the Santander Group's RTA performance indicator, comparing the Group's performance in this indicator       with respect to the main global competitors.

(3) Plans do not cause dilution of the Bank's share capital, since they are paid in shares of Bank Santander Espana. The type of settlement of the global program, grant 2015 was changed in April 2019, from shares of the Santander Global group, to cash.

 

a) Fair Value and Plans Performance Parameters                                                                               

i.Private Ultra High

Each participant has a target in Reais, if the indicators are reached, the target will be applied on the reference value, the first, paid in March 2020 and the second in March 2021.

Phase 1 (Reference Value)

Phase 2 (Calculation of Cash Incentive)

BAI (Earnings Before Private Segment income Tax) 2017

BAI 50%

MOL - 25% (Private Ultra High Segment Net Margin Indicator)

AUM - 25% (Private Ultra High Segment Assets Under Management Indicator)

ii. Long-Term Incentive Global Plan CRDIV - Grant 2015

The targets of shares agreed to each participant will be obtained through the application of the coefficients in two stages: initially for eligibility verification (2015-2016) and a second time to calculate the due number of shares (2016, 2017 e 2018).

Phase 1

Phase 2

RTA versus Competitors

RTA versus Competitors

ROTE (Return on Tangible Capital) of the Bank versus Budget

ROTE Bank versus Budget

Employee Satisfaction

Clients Satisfaction

Business Link vs. Budget

 

At the end of the indicator measurement period, in 2018, Phase 1 reached 91.5% and Phase 2 reached 73.09%, resulting in the final achievement of the 66.88% plan.

Each executive had a target in Reais, which was converted into shares of Grupo Santander (SAN) for a price of R$45.49, which will be delivered in 2019 (SAN). Due to the Group's capital increase (2017), the number of target shares increased by approximately 1.5%.   

The payment corresponding to the SAN shares was made in cash in March/2019 to the participants of the "Extended Group" (without lock-up) and for the participants of the Collective Identification will be held in March/2020, after the lock-up of 1 year.

Number of Shares

Date of Commencement of the Period

Date of Expiry of  Period

Granted
Year

Employees

2nd Long -Term Incentive Global Plan CRDIV -
   Grant 2015

1,775,049 

2016 

Executives

Jan-15

Dec-18

Delivered shares - March/2019 (without Lockup) (1)

(138,815) 

2016 

Executives

Jan-15

Dec-18

Canceled shares (Grant 2015)

(580,320) 

2016 

Executives

Jan-15

Dec-18

Balance Plans on September 30, 2019

1,055,914 

(1)  Payment corresponding to the resulting shares made in cash.

 

     iii.        Long-Term Incentive Plan – Technology

This is a retention plan for key positions where the participant must remain active during the term of the plan in order to be entitled to receive it.

Each executive had a target in Reais, which was converted to Santander Brasil shares (SANB11) at the price of R $ 44.66, which will be delivered in July/2022, with lockup of 1 year.

Payment is subject to the application of the Malus/Clawback clauses, which may reduce or cancel the shares to be delivered in the event of non-compliance with internal regulations and exposure to excessive risk.

Data of Commencement of the Period

Number of Shares

Granted Year

Data of Expiry of  Period

Employees

ILP Technology

123,158 

2019 

Executives

jul/2019

jun/2022

Delivered shares

2019 

Executives

jul/2019

jun/2022

Canceled shares

2019 

Executives

jul/2019

jun/2022

Balance Plans on September 30, 2019

123,158 

 

     iv.        Long-Term Incentive Plan – Pi Investments

This is a retention plan for key positions where the participant must remain active until the payment date.

The agreed values ​​of the ILP for each participant will be obtained based on determination of the achievement of indicators in two moments: 2020 and 2021.

Payment will be made in SANB11 shares, 50% in March / 2022 and 50% in March / 2023, with lockup of 1 year after each payment and subject to the application of the Malus / Clawback clauses, which may reduce or cancel the shares to be delivered in case of non-compliance with internal regulations and exposure to excessive risks.

 

Indicators 2020

Indicators 2021

Active Clients - Clients with average monthly balance

Active Clients - Clients with average monthly balance

Clients Base (AuM) - Distributed volume including balance account

Clients Base (AuM) - Distributed volume including balance account

Revenue 2020

Revenue 2021

BAI (Earnings before Tax indicator)

      v.        Long-Term Incentive Plan – Ben’

 

This is a retention plan for key positions where the participant must remain active until the payment date.

The agreed values of the ILP for each participant will be obtained based on determination of the achievement of indicators in two moments: 2020 and 2021.

Payment will be made in SANB11 shares, 50% in March / 2022 and 50% in March / 2023, with lockup of 1 year after each payment and subject to the application of the Malus / Clawback clauses, which may reduce or cancel the shares to be delivered in case of non-compliance with internal regulations and exposure to excessive risks.

 

Indicators

Number of Corporate Clients

Number of Personal Clients

Number of Accredited Establishments

Revenue

BAI (Earnings before Tax indicator)

This is a retention plan for key positions where the participant must remain active until the payment date.

 

b) Impact Results

The impacts on income are recorded in the Personnel Expenses line, as follows:

Phase 1

Phase 2

RTA versus Competitors

RTA versus Competitors

ROTE (Return on Tangible Capital) of the Bank versus Budget

ROTE Bank versus Budget

Employee Satisfaction

Clients Satisfaction

Business Link vs. Budget

f.2) Referenced Variable Remuneration in Shares

The long-term incentive plan (deferral) sets out the requirements for the payment of future deferred installments of variable compensation, taking into account long-term sustainable financial bases, including the possibility of applying reductions or cancellations due to risks assumed and fluctuations of the capital cost.                                                        

The variable Banco Santander compensation plan is divided into two programs: (i) Collective Identified and (ii) Collective Unidentified. The impacts on income are recorded in the Personnel Expenses line, as follows:

Bank

Consolidated

Program

Participant

Liquidity Type

01/01 a 09/30/2019

01/01 a 09/30/2018

01/01 a 09/30/2019

01/01 a 09/30/2018

Collective Identified

Members of the Executive Committee, Statutory Officers and other executives who assume significant and responsible risks of control areas

50% in cash indexed to 100% of CDI and 50% in shares (Units SANB11)

(4,922) 

10,572 

(5,591) 

10,097 

Unidentified Collective

Management-level employees and employees who are benefited by the Deferral Plan

100% cash indexed to 100% of CDI

(9,391) 

17,412 

(10,023) 

16,640 

 

For the year of 2019, considering the leadership role and impact in the construction of the Bank that we want to be, the payment method of the variable compensation of the Unidentified Collective and certain employees was changed, to include shares in the deferred portion.


35.          Non-Current Assets Held for Sale

On May 14, 2019, Banco Santander and its wholly owned subsidiary Santander Holding Imobiliária S.A. (“SHI”) entered into a binding document with the partners of Summer Empreendimentos Ltda. (“Summer”) establishing the terms of the negotiation of purchase and sale of quotas representing the totality of Summer's capital stock. The acquisition was approved by BACEN on September 16, 2019 and concluded on September 20, 2019, so that SHI now holds 99.999% and Banco Santander 0.001% of the shares representing Summer's capital stock. The Bank intends to sell this interest in the short term. Accordingly, the asset was recognized at acquisition cost, recorded under this caption,   at the amount of R$42,245.


36.          Risk Management Structure

Banco Santander in Brazil follows the model based on a prudent risk management. It has specialized management structure for each risks listed below, as well as an area that carries out the Integrated Risk Management of the Group, disseminates Risk Pro Culture, manages risk self-assessment and controls Risk Appetite (RAS) - which is approved by the Board of Directors -, attending the requirements of the local regulator and the international good practices, aiming to protect capital and ensure business profitability.

The fundamental principles that rule the risk governance model are:

·   All employees are responsible for the management of risk;

·   Senior Management Engagement;

·   Independence of risk control and management functions;

·   Comprehensive approach to management and control of risks;

·   Risk management and control must be based on timely, accurate and sufficiently granular management information.

A.    Credit Risk

The credit risk management is based in monitoring of credit portfolio and new credit operation indicators. Considering the economic scenario, profitability and defaults projections are estimated under control of appetite for risk. These projections are the basis for a redefinition of credit policies, which affect both the credit evaluation for a specific customer as  customers with similar profile.

Another relevant aspect is the preventive management of credit, which is fundamental in maintaining the quality of Banco Santander's portfolio. The monitoring of the customer portfolio is a daily routine of the entire commercial area, with the support of the central areas.

To measure the quality of a client’s or facility’s credit, the Bank uses its own models score/rating, made by Metodology and independent Validation areas.

On credit restructuring and recovery the Bank uses specific collection teams, which may be:

• Internal teams specializing in with direct action against defaulting clients with delays exceeding 60 days and more significant amounts; and

• External partners specializing in collecting, notifying and filing high-risk clients.

Sale of non-performing loans portfolio is a recurrent part of the recovery strategy (only credit rights), but the Santander may maintain relationships and transactional means with assigned clients.                                                                                                                                                   

Besides, the bank constitutes provision in accordance with the current legislation of Bacen and National Monetary System (Note 8.e).

B.    Market Risk Management

The management of the market risk consists on developing, measuring and monitoring the use of limits previously approved in internal committees, relevant to the value at risk of the portfolios, the sensitivities arising from variation in market data (interest rates, indices, prices, exchange rates, etc.), liquidity gaps, among others, which might affect the positions of Banco Santander's portfolios in the various markets where it operates.

C.   Operational Risk, Cybersecurity Risk and Internal Controls

Santander's operational risk management model is based on the market best practices and its premise is to evaluate, monitor, control and implement improvements to reduce exposure to risks and losses, in line with the risk appetite approved by the Board of Directors and we adopted the definition of the Basel Committee and Brazilian Central Bank for operational risk. Our governance model is based on the three lines of defense and has people, structures, policies, methodologies and tools to assure support the proper operational risk management.

To address cyber security, comprehensive measures have been implemented to reduce the risk of threats that affect our technology platforms and our business. Banco Santander considered the best practices established in the ISO-27002 standard as the basis for the model. These measures include, but are not limited to, access and privilege management, separation of test and production environments, network security analysis, incident management, basic hardware and software configuration, activity log correlation, security prevention and remediation. malware and security analysis of thirdparty operations.

The Internal Controls Model is based on the methodology developed by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), covering the strategic, operational, financial disclosure and compliance components and allows compliance with the requirements of regulators BACEN, CVM, B3, SUSEP and SarbanesOxley - SOX (Security Exchange Commission).

D.    Compliance and Reputacional Risk Management

Compliance risk management has a proactive focus on this risk, policies, implementation of process, including monitoring, training, advisory, risk assessment and corporate communication of standards and regulations to be applied to each businesses area of the Banco Santander.              

E.     Unit for the Prevention of Money Laundering and Financing of Terrorism

Area responsible for promoting the development of the prevention of money laundering and combating the financing of terrorism in the different business units, as well as responsible for the guidelines of the Bank's customer acceptance policy, establishes regulations, procedures and acculturation related to the subject monitors the risks inherent in the products and transactions carried out.

F.     Social and Environmental Risk          

Banco Santander’s Social and Environmental Responsibility Policy (PRSA), which complies with National Monetary Council Resolution 4,327/2014 and the SARB 14 self-regulation issued by Febraban, establishes guidelines and consolidates specific policies for social-environmental practices used in business and stakeholder relations. These practices including social and environmental risk management, impacts and opportunities related themes, such as, adequacy in the concession or use of credit, supplier management and analysis of the social and environmental risk which is carried out through the analysis of the socio-environmental practices of wholesale and segment Empresas 3 retail clients, that have limits or credit risk greater than BRL5 million and are included in one of the 14 sectors of social and environmental attention. In other to mitigate operational, capital, credit and reputational risk. Since 2009 Santander is Equator Principles signatory, which standards are applied in order to mitigate social and environmental risks when financing big projects.

The commitments assumed in the PRSA are detailed in others Bank policies, such as, the Anti-Corruption Policy, Supplier Relationships and Homologation Policies and Social-Environmental Risk Policies, besides that the Private Social Investment Policy, which aims to guide the strategy of this topic and present guidelines for social programs that strengthen this strategy.

G.    Structure of Capital Management     

Santander adopts a robust governance that supports all processes related to effective capital management in order to:

• Clearly define the functions of each team involved in the capital management;                                                                                                                                         

• Ensure that the capital limits established in management, risk appetite and the Risk Identification Assessment (RIA) are fulfilled;

• Ensure that the actions related to the institution's strategy consider the impacts generated in the capital allocation;

• Ensure that the Senior Management actively participates in capital management and that it´s recurrently informed about the behavior of capital indicators.

Santander Brasil has a director responsible for capital management, appointed by the Board of Directors. Furthermore, there is an institutional policy of capital management, which serves as a guideline for calculation, management, control and reporting of the Capital, fulfilling all the defined requirements for a capital management structure established in the Resolution 4,557/2017.

For further information, see the "Risk and Capital Management Structure - Resolution nº. 4,557 / BACEN" in "Corporate Governance" and "Risk Management" at https://www.ri.santander.com.br/


37.          Corporate Restructuring

Several social movements were implemented in order to reorganize the operations and activities of entities according to the business plan of the Conglomerate Santander.

a) Acquisition of Summer Empreendimentos Ltda.

On May 14, 2019, Banco Santander and its wholly owned subsidiary Santander Holding Imobiliária S.A. (“SHI”) executed a binding agreement with the partners of Summer Empreendimentos Ltda (“Summer”). defining the negotiation terms for the purchase and sale of shares fully representing the capital of Summer. The acquisition was approved by BACEN on September 16, 2019 and closed on September 20, 2019, as a consequence SHI has become the holder of  99.999% and Banco Santander 0.001% of the shares representing the capital stock of Summer.

b) Put option of equity interest in Banco Olé Bonsucesso Consignado S.A.

On March 14, 2019, the minority shareholder of Banco Olé Bonsucesso Consignado S.A. (Olé Consignado) formalized its interest to exercise the put option right provided in the Investment Agreement, executed on July 30, 2014, to sell its 40% equity interest in the capital stock of Olé Consignado to Aymoré CFI. The closing of the transaction is conditioned to implementation of the proceedings set forth in the Investment Agreement.

c) Acquisition of residual equity interest in Getnet S.A.

On December 19, 2018, Banco Santander and the Minority shareholders of Getnet S.A. executed an amendment to the Shares’ Sale and Purchase Agreement and Other Covenants of Getnet S.A., in which Banco Santander commits to acquire all of the Minority shareholders’ shares, corresponding to 11.5% of Getnet S.A. capital stock, per the amount of R$1,431,000. The acquisition was approved by Bacen on February 18, 2019 and closed on February 25, 2019, as a consequence Santander Brasil has become the holder of 100% of the shares representatives of the capital stock of Getnet S.A.

d) Formation of Esfera Fidelidade S.A.

On August 14, 2018, Esfera Fidelidade was incorporated, with equity fully owned by Banco Santander. Esfera Fidelidade act in the development and management of customer loyalty programs. On November 26, 2018, Esfera Fidelidade had its capital stock increased in the amount of R$10,000, amounting the full share capital of R$10,000, divided into 10,001,000 (ten million and one thousand) nominative common shares without par value, entirely held by Banco Santander. The company started its operation in November 2018.

e) Investment in Loop Gestão de Pátios S.A.

On June 26, 2018, Webmotors S.A., company with 70% interest indirectly owned by Banco Santander, signed an investment agreement with Allpark Empreendimentos, Participações e Serviços S.A. and Celta LA Participações S.A., in order to acquire an equity interest corresponding to 51% of the capital stock of Loop Gestão de Pátios S.A., through capital increase and issuance of new shares of Loop to be fully subscribed and paid-in by Webmotors. Loop operates in the segment of commercialization and physical and virtual auction of motor vehicles. On September 25, 2018, the transaction was completed with increase of the capital stock, in the amount of R$23,900, through issuance of shares representing 51% of equity interest in Loop, which were fully subscribed and paid-in by Webmotors.

f) Formation of BEN Benefícios e Serviços S.A.

On June 11, 2018, BEN Benefícios, with equity fully owned by Banco Santander, was incorporated, to act in the supply and administration of meal, food, transportation, cultural and similar vouchers, via printed or electronic and magnetic cards.
 
In the EGM held on August 1, 2018, BEN Benefícios had its capital increased in R$ 45,000, passing the capital stock to the amount of R$ 45,001, divided into 45,001,000 (forty-five million and one hundred thousand) registered common shares without par value, fully owned by Banco Santander. 
 
In the EGM held on March 27, 2019, Santander Brasil approved the capital increase in the amount of R$44,999, totalizing R$90,000 of capital stock distributed into 90,000,000 (ninety million) common shares without par value, fully held by Santander Brasil.
 
BEN Benefícios started its activities in the first quarter of 2019.
 

g) Formation of Santander Auto S.A.

On December 20, 2017, Banco Santander and HDI Seguros S.A. (HDI Seguros), executed documents to form a partnership for the issuance, offering and sale of auto insurance, in a 100% digital way, through creation of a new insurance company - Santander Auto, to be held 50% by Sancap, a company controlled by Banco Santander, and 50% by HDI Seguros. On February 2, 2018 the partnership was approved by the Administrative Council of Economic Defense (Conselho Administrativo de Defesa Econômica – CADE), on April, 30, 2018, was approved by the Brazilian Central Bank and, on May, 15, 2018, SUSEP's prior approval was obtained. On October 9, 2018, through transformation of the corporate vehicle L.G.J.S.P.E. Investments and Participations S.A., Sancap and HDI Seguros formed Santander Auto S.A., with capital of R$15,000. On January 9, 2019, Susep granted to Santander Auto the authorization to operate insurance throughout national territory. At the EGM held on July 30, 2019, the shareholders of Santander Auto SA approved the capital increase in the amount of R$ 14,000,000, summing the total value of R$ 29,000,000 distributed into 28,801,262 common shares without par value, held in the proportion of 50% by Sancap and 50% by HDI Seguros. Santander Auto started its operations on August 2019.

h) Formation of Gestora de Inteligência de Crédito S.A.

On April 14, 2017, the definitive documents necessary for the creation of a new credit bureau, Gestora de Inteligência de Crédito, were signed by the stockholders, whose control will be shared among the stockholders who will hold 20% of the its share capital each. In the EGM held on October 5, 2017, the capital increase of Gestora de Crédito was approved in the total amount of R$285,205, so that the capital stock increased from R$65,823 to R$351,028. The Company will develop a database with the objective of aggregating, reconciling and processing registration and credit information of individuals and legal entities, in accordance with the applicable standards, providing a significant improvement in the processes of granting, pricing and directing credit lines. The Company began operations in 2019 on a partial basis (negative and positive), and the Bank estimates that it will be fully operational by the end of 2019.

i) Formation of Banco Hyundai Capital Brasil S.A.

On April 28, 2016, Aymoré CFI and Banco Santander executed with Hyundai Capital Services, Inc. (Hyundai Capital) the necessary documents for the formation of Banco Hyundai and an insurance brokerage company with the purpose to provide, respectively, auto finance and financial and insurance brokerage services to clients and dealers of Hyundai in Brazil.

i.i) Banco Hyundai Capital Brasil S.A

On April 11, 2018, the parties incorporated, with an equity interest of 50% held by Aymoré CFI and 50% held by Hyundai Capital, a non-operational entity named BHJV Assessoria e Consultoria em Gestão Empresarial Ltda. On May 8, 2018, Aymoré CFI and Hyundai Capital took resolution on the conversion of BHJV Assessoria into the non-operational joint-stock corporation named Banco Hyundai Capital Brasil S.A., as well as the capital stock increase in R$99,995, passing to the amount of R$100,000, divided into 100,000,000 (one hundred million) nominative common shares without par value. On December 13, 2018, the incorporation procedure of Banco Hyundai Capital Brasil S.A. was concluded.

In the EGM held on February 19, 2019, the shareholders of Banco Hyundai approved the capital increase in the amount of R$200,000, summing the total value of R$300,000 distributed into 300,000,000 (three hundred million) common shares without par value, held in the proportion of 50% by Aymoré CFI and 50% by Hyundai Capital.

On February 21, 2019, the authorization to operate  granted by Bacen for the functioning of Banco Hyundai was published in the Federal Official Gazette. Banco Hyundai began operations in April 2019.

i.ii) Hyundai Corretora de Seguros Ltda

On May 13, 2019, BACEN authorized Banco Santander to hold an indirect interest in a company to be incorporated under the name Hyundai Corretora de Seguros Ltda. (Hyundai Corretora). Hyundai Corretora was incorporated on July 22, 2019. In the First Amendment to the AOA held on August 15, 2019, the quotaholders of Hyundai Corretora decided to pay-in all of the two million (2,000,000) quotas representing the Company’s capital stock. On September 10, 2019 the company got the  registration of the company as insurance brokerage with SUSEP and estimates that it will be fully operational by the end of 2019.

j) Creation of PI Distribuidora de Títulos e Valores Mobiliários S.A.

On May 3, 2018, Santander Finance Arrendamento Mercantil S.A., an indirectly controlled subsidiary of Banco Santander, was converted into a distribution company of bonds and securities and had its corporate name changed to SI Distribuidora de Títulos e Valores Mobiliários S.A. The conversion process of approved by Bacen on November 21, 2018. On December 17, 2018, SI Distribuidora de Títulos e Valores Mobiliários S.A. had its corporate name changed to PI Distribuidora de Títulos e Valores Mobiliários S.A., being the corporate name change process approved by Bacen on January 22, 2019. The company started its operations on March 14, 2019.
 

38.          Subsequent Event

On the EGM of October 23, 2019, the Atual Serviços de Recuperação de Créditos e Meios Digitais S.A. had the equity increased in R$257,000 having now a share capital of R$1,297,000, divided in 1,179,333,521 (one billion, one hundred seventy-nine millions, three hundred and thirty-three thousand, five hundred twenty-one) ordinary nominative shares, without nominal value fully owned by Santander Bank.


39.          Other Information

a) The co-obligations and risks on guarantees provided on behalf of clients, recorded in compensation accounts, amounted to R$39,439,858 (12/31/2018- R$40,396,524) in the Bank and R$39,527,459 (12/31/2018 - R$40,761,287) in the Consolidated.


b) The total amount of Santander Conglomerate investment funds and assets under management is R$2,004,952 (12/31/2018 - R$1,896,689) and the total amount of investment funds and assets managed is R$227,286,101 (12/31/2018 - R$200,366,262 recorded in compensation accounts.


c) The insurance contracted in effect on September 30, 2019, the global bank, fires, vehicles and other, have coverage amount of R$1,829,578 (12/31/2018 - R$1,316,447) in the Bank and R$1,821,864 (12/31/2018 - R$1,323,806) in the Consolidated and global bank, was hired insurance with coverage amount of R$392,189 (12/31/2018 - R$148,499) in the Bank and Consolidated, may be used alone or together, provided they do not exceed the contracted amount. In addition, on September 30, 2019 there are other current policies related to other assets in the amount of R$7,623,279.

d) On September 30, 2019 and December 31, 2018, there were no active related operations and obligations for active related operations.

(Free Translation into English from the Original Previously Issued in Portuguese)

graphic_image010.jpg

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

In thousands of Brazilian Real – R$, unless otherwise stated.

e) Clearing and Settlement Agreements - CMN Resolution nº 3,263/2005 - Banco Santander has an agreement for the compensation and settlement of obligations under the National Financial System (SFN), signed with individuals and legal entities, whether or not members of the SFN, resulting in in greater guarantee of financial settlement, with the parties that have this modality of agreement. These agreements establish that the payment obligations to Banco Santander arising from credit and derivative operations, in the event of default by the counterparty, will be offset against Banco Santander's payment obligations to the counterparty.                                                                                                                                    

f) Other Obligations - Banco Santander rents properties, mainly used for branches, based on a standard contract which may be cancelled at its own criteria and includes the right to opt for renewals and adjustment clauses, classified as operating lease. The total of the future minimum payments of non-cancellable operating leases is shown below:

09/30/2019

12/31/2018

Up to 1 Year

673,287 

670,553 

Between1 to 5 Years

1,566,553 

1,435,970 

More than 5 Years

165,934 

167,868 

Total

2,405,774 

2,274,391 

 

Additionally, Banco Santander has contracts with no maturity date determined, totaling R$912 (12/31/2018 - R$674) corresponding to the monthly rent contracts with this feature. Payment of operating leases recognized as expenses in the third period of 2019, were at the valued of R$337,426 (2018 - R$173,105) and in the accumulated of the period the amount of R$525,637 (12/31/2018 - R$519,514).               

Monthly rental contracts will be adjusted on an annual basis, as per prevailing legislation, at Market General Price Index (IGPM) variation. The lessee is entitled to unilaterally rescind the agreement, at any time, in accordance with contractual clauses and legislation.


 

Individual and Consolidated Financial Statements - September 30, 2019       97

 


(Free Translation into English from the Original Previously Issued in Portuguese)

BANCO SANTANDER (BRASIL) S.A. AND SUBSIDIARIES

EXECUTIVE’S REPORT OF FINANCIAL STATEMENTS

 

For purposes of compliance with Article 25, § 1, VI, CVM Instruction 480, of December 7, 2009, the Executives' of Banco Santander (Brasil) S.A. (Banco Santander or Company) declare that they have discussed, reviewed and agreed to the Financial Statements under the BRGAAP criterion of Banco Santander, which includes the Independent Auditors' Report on the Financial Statements under the BRGAAP criterion of Banco Santander for the semester ended on September 30, 2019, and the documents that comprise them, being: Management Report, balance sheets, income statement, statement of changes in equity, statement of cash flows, statement of value added and explanatory notes, which were prepared in accordance with accounting practices adopted in Brazil, in accordance with Law No. 6,404, of December 15, 1976 (the Brazilian Corporation Law), the rules of the Central Bank of Brazil in accordance with the model of the National Financial System Institutions Accounting Plan (COSIF) and other applicable regulations and legislation. These Financial Statements and the accompanying documents were the subject of an unqualified report of the Independent Auditors and a recommendation for approval issued by the Company's Audit Committee.

 

Members of Banco Santander´s Executive Board on September 30, 2019:  

 

Chief Executive Officer                  

Sérgio Agapito Lires Rial

 

Senior Vice-President Executive Officers

José de Paiva Ferreira

 

Vice-President Executive Officer and Investor Relations Officer                     

Angel Santodomingo Martell           

 

Vice-President Executive Officers                             

Alberto Monteiro de Queiroz Netto

Alessandro Tomao            

Antonio Pardo de Santayana Montes            

Carlos Rey de Vicente      

Jean Pierre Dupui              

Juan Sebastian Moreno Blanco                      

Mário Roberto Opice Leão

PatríciaSoutoAudi

Vanessa de Souza Lobato Barbosa

Executive Officers                                           

José Roberto Machado Filho          

 

Officers without specific designation                                       

Amancio Acúrcio Gouveia

Ana Paula Vitali Janes Vescovi

André de Carvalho Novaes

Carlos Aguiar Neto              

Cassio Schmitt     

Claudenice Lopes Duarte

Daniel Fantoni Assa

Ede Ilson Viani

Elita Vechin Pastorelo Ariaz              

Franco Luigi Fasoli

Germanuela de Almeida de Abreu

Gilberto Duarte de Abreu Filho

Gustavo Alejo Viviani          

Igor Mario Puga

Jean Paulo Kambourakis 

José Teixeira de Vasconcelos Neto 

Luis Guilherme Mattos de Oliem Bittencourt

Luiz Masagão Ribeiro Filho 

Marino Alexandre Calheiros Aguiar

Rafael Bello Noya                

Ramón Sanchez Díez

Ramon Sanchez Santiago  

Reginaldo Antonio Ribeiro

Roberto Alexandre Borges Fischetti

Robson de Souza Rezende 

Sérgio Gonçalves                

Thomas Gregor Ilg               

Ulisses Gomes Guimarães

 

 


In order to comply with the provisions of article 25, paragraph 1, item V, of the Instruction of the Securities and Exchange Commission (CVM) 480, of December 7, 2009, the members of the Executive Board of Banco Santander (Brasil) S.A. or Company) declare that they have discussed, reviewed and agreed to the Financial Statements under the BRGAAP criterion of Banco Santander, which includes the Independent Auditors' Report on the Financial Statements under the BRGAAP criterion of Banco Santander for the semester ended on September 30, 2019, and the documents that comprise them, being: Management Report, balance sheets, income statement, statement of changes in equity, statement of cash flows, statement of value added and explanatory notes, which were prepared in accordance with accounting practices adopted in Brazil, in accordance with Law No. 6,404, of December 15, 1976 (the Brazilian Corporation Law), the rules of the Central Bank of Brazil in accordance with the model of the National Financial System Institutions Accounting Plan (COSIF) and other applicable regulations and legislation. These Financial Statements and the accompanying documents were the subject of an unqualified report of the Independent Auditors and a recommendation for approval issued by the Company's Audit Committee.

Members of Banco Santander´s Executive Board on September 30, 2019:  

 

Chief Executive Officer                  

Sérgio Agapito Lires Rial

 

Senior Vice-President Executive Officers                

José de Paiva Ferreira

 

Vice-President Executive Officer and Investor Relations Officer                     

Angel Santodomingo Martell           

 

Vice-President Executive Officers                             

Alberto Monteiro de Queiroz Netto

Alessandro Tomao            

Antonio Pardo de Santayana Montes            

Carlos Rey de Vicente      

Jean Pierre Dupui              

Juan Sebastian Moreno Blanco                      

Mário Roberto Opice Leão

PatríciaSoutoAudi

Vanessa de Souza Lobato Barbosa

 

Executive Officers                                           

José Roberto Machado Filho          

 

Officers without specific designation                                       

Amancio Acúrcio Gouveia

Ana Paula Vitali Janes Vescovi

André de Carvalho Novaes

Carlos Aguiar Neto              

Cassio Schmitt     

Claudenice Lopes Duarte

Daniel Fantoni Assa

Ede Ilson Viani

Elita Vechin Pastorelo Ariaz              

Franco Luigi Fasoli

Germanuela de Almeida de Abreu

Gilberto Duarte de Abreu Filho

Gustavo Alejo Viviani          

Igor Mario Puga

Jean Paulo Kambourakis 

José Teixeira de Vasconcelos Neto 

Luis Guilherme Mattos de Oliem Bittencourt

Luiz Masagão Ribeiro Filho 

Marino Alexandre Calheiros Aguiar

Rafael Bello Noya                

Ramón Sanchez Díez

Ramon Sanchez Santiago  

Reginaldo Antonio Ribeiro

Roberto Alexandre Borges Fischetti

Robson de Souza Rezende               

Sérgio Gonçalves                

Thomas Gregor Ilg               

Ulisses Gomes Guimarães

 



 

 

 

SIGNATURE

 

 

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, thereto duly authorized.

Date: October 29, 2019

 

Banco Santander (Brasil) S.A.

By:

/SAmancio Acurcio Gouveia 


 

Amancio Acurcio Gouveia
Officer Without Specific Designation

 

 

By:

/SCarlos Rey de Vicente


 

Carlos Rey de Vicente
Vice - President Executive Officer