6-K 1 EDGAR_2T20_BR2907_v2.htm EDGAR_2T20_BR2907

 

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 June, 2020


 

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



INDEX

 

 

 

Pág.

Performance Review.. 4

Balance Sheet 17

Income Statements. 21

Statements of Comprehensive Income. 22

Statements of Changes in Stockholders' Equity – Bank. 23

Statements of Changes in Stockholders' Equity – Consolidated. 25

Cash Flows Statements. 27

Statements of Value Added. 28

1.General Information. 29

2.Presentation of Financial Statements. 29

3.Significant Accounting Policies. 32

4.Cash and Cash Equivalents. 40

5.Interbank Investments. 40

6.Securities and Derivatives Financial Instruments. 42

7.Interbank Accounts. 53

8.Loan Portfolio and Allowance for Loan Losses. 53

9.Foreign Exchange Portfolio. 56

10.Securities Trading and Brokerage. 57

11.Tax Assets and Liabilities. 57

12.Other Receivables – Other 60

13.Dependences Information and Foreign Subsidiary. 61

14.Investments in Affiliates and Subsidiaries Subsidiary. 62

15.Fixed Assets. 62

16.Intangibles. 63

17.Funding. 63

18.Debt Instruments Eligible to Capital 65

19.Other Payables – Other 65

20.Provisions, Contingent Assets and Liabilities and Legal Obligations - Tax and Social Security. 66

21.Stockholders’ Equity. 70

22.Related Parties. 72

23.Income from Services Rendered and Banking Fees. 78

24.Personnel Expenses. 78

25.Other Administrative Expenses. 78

26.Other Operating Income. 78

27.Other Operating Expenses. 79

28.Non-Operating Income. 79

29.Employee Benefit Plans - Post-Employment Benefits. 79

30.Risk Management, Capital and Sensitivity Analysis. 86

31.Other information. 89

32.Subsequent Events. 90

Composition of Management Bodies. 91

Declaration of directors on the financial statements. 93

Directors' Statement on Independent Auditors. 94

Audit Committee Report 95

Fiscal Council's Opinion. 98


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Performance Review

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 June 30, 2020, 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 Condensed Interim Financial Statements based on the international accounting standard issued by the International Accounting Standards Board (IASB) for the period ended June 30, 2020 will be simultaneously released at www.santander.com.br/ri.

1. Macroeconomic Environment

The Santander Bank ponders that the global economic scenario was marked by the advance of the COVID-19 pandemic, which has continued to hit most of economies in a strongly fashion and whose final damages are yet to be fully known. However, given a larger control of the contamination, especially in the countries that were hit earlier than other ones, the Bank witnessed the release of activity indicators pointing that the worst of the crisis lies behind. Additionally, the Bank judges that the sizeable grant of fiscal and monetary stimuli on both the international and domestic fronts has helped to support financial asset prices and to a reversal of the worsening registered in the first quarter of this year. For instance, the Bovespa index – which had declined to 73,019.8 points in March 2020 from 115,645.3 points in December 2019 – climbed back to a little higher than 90,000 points at the end of the second quarter.

In Brazil, the Santander Bank considers that the setbacks stemming from the COVID-19 have led lawmakers to focus on measures aiming at reducing the economic impact of the pandemic instead of deepening discussions about structural reforms. The efforts were directed towards debating measures to give support to the poorest part of the population and to companies that were strongly impacted by side effects of social distancing rules. In Santander’s view, these temporary measures indispensable to soothe the crisis impact, but they will raise public expenditures substantially during 2020 and, consequently, they will increase the Brazilian public debt. The Bank believes that this backdrop only reinforces the need to resume discussions about structural reforms once country overcomes the pandemic in order to prevent the public debt to follow an unsustainable path.

In view of the contractionary impact that the pandemic brought, the Bank considers that the general wave of downward revisions in the GDP projections for 2020 was not surprising, in view of the expectations of the first quarter. While the median projection indicated a 0.48% retraction for the Brazilian GDP at the end of March 2020, the median expectation is currently that the Brazilian economy will decline 6.10% this year. The Bank believes that such a prospect of a strong contraction in the Brazilian GDP is the reason for an important revision in the median inflation forecast for 2020 between the end of the first quarter and currently (from 2.94% to 1.72%) . This combination of prospects for economic contraction and low inflation is what Santander believes to have provided space for the Central Bank of Brazil to reduce the basic interest rate to the new historical minimum level in the country (2.25% pa) at the Copom meeting in June 2020.

However, in the Bank’s view, the combination of slow economic growth and high public debt is something that raises concerns among international investors, which has translated into a marginal improvement in its 5-year CDS spreads and FX rate. Regarding the former, after having climbed to 275.9 basis points in March 2020 from 99.5 in December 2019, the gage receded to only 260.9 basis points – notwithstanding it has hovered around 400 basis points during some time in the second quarter. Regarding the FX rate, the Bank saw a similar trajectory materializing, as the pair climbed to USD/BRL5.20 from USD/BRL4.03 between March 2020 and December 2019, respectively, only to end the second quarter at USD/BRL5.16.

Therefore,  in order for there to be a more acute improvement in the performance of these indicators, the Bank believes that measures will be necessary to signal changes both in the pace of economic growth and the reversal of the trajectory of the increase in public indebtedness. In the view of Santander, this will only be possible with the resumption of structural reforms.

2. Performance                 

2.1) Corporate Net Income

Consolidated Income Statements (R$ Millions)

1H20

1H19

annual changes%

2Q20

1Q20

quarter changes %

Financial Income

79,563.5 

39,591.0 

101.0 

27,871.6 

51,691.9 

(46.1) 

Financial Expenses

(79,909.1) 

(21,867.7) 

265.4 

(24,175.0) 

(55,734.1) 

(56.6) 

Gross Profit From Financial Operations (a)

(345.6)

17,723.3 

(102.0)

3,696.6 

(4,042.2)

(191.4)

Other Operating (Expenses) Income (b)

(6,120.7) 

(6,345.9) 

(3.5) 

(3,647.7) 

(2,473.0) 

47.5 

Operating Income

(6,466.3)

11,377.4 

(156.8)

48.9 

(6,515.2)

(100.7)

Non-Operating Income

236.6 

(111.4) 

(312.4) 

31.8 

204.8 

(84.5) 

Income Before Taxes on Income and Profit Sharing

(6,229.8)

11,266.0 

(155.3)

80.6 

(6,310.4)

(101.3)

Income Tax and Social Contribution (a)

13,065.9 

(3,336.4) 

(491.6) 

2,459.5 

10,606.4 

(76.8) 

Profit Sharing

(963.5) 

(925.3) 

4.1 

(484.4) 

(479.1) 

1.1 

 

 

 

 

Non-Controlling Interest

(73.0) 

(179.2) 

(59.2) 

(30.1) 

(42.9) 

(29.7) 

Consolidated Net Income

5,799.6 

6,825.2 

(15.0)

2,025.6 

3,774.0 

(46.3)

 

OPERATING RESULT BEFORE ADJUSTED TAXATION

1H20

1H19

annual variation%

2Q20

1Q20

quarter changes %

(R$ Million)

Result before Taxation on Profit and Participation

(6,229.8) 

11,266.0 

(155.3) 

80.6 

(6,310.4) 

(101.3) 

Foreign Exchange Hedge

15,447.4 

(368.0) 

(4,097.7) 

3,148.6 

12,298.8 

(74.4) 

Operating Income Before Adjusted Taxation

9,217.6 

10,898.0 

(15.4)

3,229.3 

5,988.4 

(46.1)

 

 

 

 

 

 

 

INCOME TAX

1H20

1H19

annual variation%

2Q20

1Q20

quarter changes %

(R$ Million)

Income tax and social contribution

13,065.9 

(3,336.4) 

(491.6) 

2,459.5 

10,606.4 

(76.8) 

Foreign Exchange Hedge

(15,447.4) 

368.0 

(4,297.7) 

(3,148.6) 

(12,298.8) 

(74.4) 

Adjusted Income Tax and Social Contribution

(2,381.5)

(2,968.4)

(19.8)

(689.1)

(1,692.4)

(59.3)

The Bank's rapid adaptation to different scenarios, supported by a solid balance sheet position and a well-defined business model, made it possible to capture important opportunities in the period, always prioritizing customer needs. Accordingly, we offer a plan to extend installments of various types of financing granted to customers in order to provide greater financial capacity. In this quarter, an extraordinary provision of R$3.2 billion was made, supported by assumptions based on stress scenarios. In addition, the Bank continued to evolve our risk models, which helped to maintain the quality of the credit portfolio at controlled levels. As a result of our actions in the period, we observed an increase in margins while reaching the best historical level of the efficiency index.

Managerial net income reached R$5,989 million, down 15.9% in twelve months and 44.6% in the quarter. Excluding the effect of the extraordinary provision expense, net income totaled R$7,749 million, an increase of 8.8% in twelve months and 1.1% in three months.

The return on average shareholders' equity (adjusted for goodwill, reached 17.1% in the first half, down 4.2 pp and 12.0% in three months. Excluding the extraordinary provision expense, ROAE was 22.1% in the first half, an increase of 0.8 pp in twelve months, and 0.4 pp less in three months.

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), as demonstrated below:

Foreign Exchange Hedge of the Grand Cayman and Luxembourg Branchs
AND THE SUBSIDIARY SANTANDER BRASIL EFC
(R$ Million)

1H20

1H19

Exchange Variation - Profit From Financial Operations

19,283.08 

(554.5) 

Derivative Financial Instruments - Profit From Financial Operations

(35,436.18) 

967.1 

Income Tax and Social Contribution

15,447.39 

(367.7) 

PIS/Cofins - Tax Expenses

705.72 

(45.0) 

2.2) Assets and Liabilities

Consolidated Balance Sheets
(R$ Millions)

30/Jun/20

31/Dec/19

jun/20 vs. jun/19 changes  %

Current and Long-Term Assets

973,952.9 

844,294.7 

15.4 

Permanent Assets

13,726.0 

13,248.4 

3.6 

Total Assets

987,678.9 

857,543.1 

15.2 

Current and Long-Term Liabilities

911,647.0 

785,789.3 

16.0 

Deferred Income

475.9 

285.2 

66.9 

Non-Controlling Interest

1,103.3 

1,695.4 

(34.9) 

Stockholders' Equity

74,452.6 

69,773.2 

6.7 

Total Liabilities and Stockholders' Equity

987,678.9 

857,543.1 

15.2 

 

 

 

2.3) Stockholders’ Equity

As of June 30, 2020, Banco Santander 's consolidated shareholders' equity increased by 6,7% compared to December 31, 2019.

The change in shareholders' equity between June 30, 2020 and December 31, 2019, was mainly due to the net income for the semester in the amount of R$5,978,799 million and in an employee benefit plan in the amount of R$679,503 million (net of tax effects), due to the remeasurement of actuarial obligations due to the change in interest rates caused by the macroeconomic scenario observed in the first half of 2020.

For additional information, see explanatory note to financial statements nº21.

2.4) Basel Index

Bacen determines that financial institutions maintain a Reference Equity (PR), PR Level I and Principal Capital compatible with the risks of their activities, higher than the minimum requirement of the Required Reference Equity, represented by the sum of the credit risk, risk market risk and operational risk.

As established in CMN Resolution No. 4,193/2013, the requirement for PR in 2019 was 10.5%, comprising 8.0% of Minimum Equity of Reference plus 2.5% of Additional Capital Conservation. Considering this surcharge, PR Level I increased to 8.5% and Minimum Principal Capital to 7.0%.

For the base year 2020, the PR requirement remains at 11.5%, including 8.0% of Reference Equity Minimum, plus 2.5% of Capital Conservation Additional and 1.0% of Systemic Additional. PR Level I reaches 9.5% and Minimum Principal Capital 8.0%.

In view of the pandemic scenario, the Central Bank of Brazil has been monitoring the Brazilian market and has established a set of regulations to minimize the impacts of the pandemic. In the case of capital, it established the reduction of the Main Capital Conservation Additional from 2.5% to 1.25%, aiming at expanding the capacity to grant new credit operations.

The Basel ratio is calculated 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 below:

Basel Index%

Jun/20

Jun/19

Basel I Ratio

13.20 

15.1 

Basel Principal Capital

11.90 

14.0 

Basel Regulatory Capital

14.40 

16.2 

2.5) Main Subsidiaries

The table below shows the balances of total assets, shareholders' equity, net income and loan operations portfolio for the period ended June 30, 2020, of the main subsidiaries of Banco Santander:

Subsidiaries (R$ Millions)

Total Assets

Stockholde

rs' Equity

Net

Income

Loan

Portfolio (1)

Ownership/

Interest (%)

Aymoré Crédito, Financiamento e Investimento S.A.

47,224.5 

1,376.2 

400.7 

44,502.0 

100.00% 

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

28,248.1 

2,778.5 

166.9 

0.0 

100.00% 

Banco Bandepe S.A.

28,844.8 

5,209.6 

35.1 

0.0 

100.00% 

Banco Olé Consignado

15,726.8 

2,778.5 

257.3 

15,662.7 

100.00% 

Banco RCI Brasil S.A.

11,831.6 

1,335.7 

99.9 

9,471.2 

39.89% 

Santander Leasing S.A. Arrendamento Mercantil

7,151.7 

5,847.1 

98.3 

2,066.9 

100.00% 

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

5,313.5 

3,332.8 

311.8 

0.0 

100.00% 

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

5,522.5 

4,806.3 

141.0 

0.0 

100.00% 

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

1,611.8 

1,589.2 

33.6 

0.0 

100.00% 

Santander Corretora de Câmbio e Valores Mobiliários S.A.

1,052.9 

697.1 

51.8 

0.0 

100.00% 

(1) Includes balances referring to leasing portfolio and other credits.  

The financial statements of the Subsidiaries above were prepared in accordance with the accounting practices adopted in Brazil, established by the Brazilian Corporate Law, in conjunction with the CMN, Bacen rules and model of the document provided for in the Accounting Plan of Cosif Institutions, of CVM , in which they do not conflict with the rules issued by Bacen, without the elimination of transactions with related companies.

3. Corporate Restructuring

During the semester ended on June 30, 2020 and December 31, 2019, several corporate movements were implemented in order to reorganize the operations and activities of the entities in accordance with the business plan of Banco Santander.

For additional information, see explanatory note to financial statements nº2.

4. Strategy and Rating Agencies

 

 

 

For information regarding the Bank's strategy and rating at rating agencies, see the Results Report available at www.santander.com.br/ri.

5. Corporate Governance

Banco Santander's Board of Directors met and resolved:

On July 28, 2020, approve the Banco Santander Consolidated Financial Statements, prepared in accordance with accounting practices adopted in Brazil, applicable to institutions authorized to operate by Bacen and the Banco Santander Interim Consolidated Financial Statements, prepared in accordance with the International Financial Reporting Standards (IFRS), both referring to the semester ended June 30, 2020.

On July 03, 2020, approve the election of Mr. João Marcos Pequeno De Biase as Executive Officer without specific designation of the Bank.

On June 29, 2020, approve (i) the departure of Mr. René Luiz Grande from the position of member of the Bank's Risk and Compliance Committee; and (ii) the election of Mr. René Luiz Grande to the position of member of the Bank's Audit Committee.

On June 12, 2020, approve the election of Ms. Virginie Genès-Petronilho as a member of the Bank's Risk and Compliance Committee.

On May 27, 2020, approve the amendment to the Internal Regulations of the Board of Directors, the Audit Committee and the Risks and Compliance Committee.

On May 21, 2020, approve the election of the members of the Bank's Audit Committee for a new term of officer: Ms. Deborah Stern Vieitas, Mr. Luiz Carlos Nannini and Ms. Maria Elena Cardoso Figueira.

On May 21, 2020, approve the new version of the Remuneration Policy, according to the positive recommendation of the Remuneration Committee, in compliance with of the CMN Resolution n° 3.921/2010.

On May 21, 2020, approve the local implementation of the versions presented for the Policies: (i) Social Responsibility; (ii) Social Investment, and (iii) Corporate Culture, according to the positive recommendation of the Sustainability Committee.

On April 28, 2020, approve the election of Mr. Pedro Augusto de Melo as a member and Coordinator of the Bank's Risk and Compliance Committee.

On April 27, 2020, approve the Individual and Consolidated Financial Statements of Banco Santander, prepared in accordance with the accounting practices adopted in Brazil, applicable to institutions authorized to operate by Bacen and the consolidated Condensed Intermediate Financial Statements of Banco Santander, prepared in accordance with International Financial Reporting Standards (IFRS), both for the period ended March 31, 2020.

On April 23, 2020, (i) acknowledgment of the resignation presented by Mr. Celso Clemente Giacometti to the positions of member of the Board of Directors, Coordinator of the Nomination and Governance Committee and member of the Remuneration Committee of the Bank; (ii) approve the appointment of Mr. Álvaro Antonio Cardoso de Souza, current member of the Nomination and Governance Committee of the Bank, to the position of Coordinator of the referred Committee; (iii) approve the exoneration of Mr. Bernardo Parnes from the position of Coordinator of the Risk and Compliance Committee of the Bank; (iv) approve the appointment of Mr. Álvaro Antonio Cardoso de Souza, current member of the Risk and Compliance Committee of the Bank, to the position of Coordinator of the referred Committee; and (v) approve the exoneration of Mr. José Roberto Machado Filho, Executive Officer of the Bank.

On April 07, 2020, approve the election of Sr. Marcelo Augusto Dutra Labuto as Director with no specific designation.

On February 28, 2020, approve the resignation of Mr. Ulisses Gomes Guimarães, Director with no specific designation of the Bank; (ii) know the resignation of Mr. Gilberto Duarte de Abreu Filho, Director without a specific designation of the Bank; and (iii) approve the election of Mr. Sandro Rogério da Silva Gamba as an Officer without a specific designation of the Bank.

On February 26, 2020, approve Banco Santander Form 20-F for the year ended December 31, 2019.

On February 26, 2020, approve Banco Santander 's Consolidated Financial Statements for the year ended December 31, 2019, prepared in accordance with International Accounting Standards (IFRS).

On February 3, 2020, approve the election of Sres. Sandro Kohler Marcondes, Vítor Ohtsuki and Geraldo José Rodrigues Alckmin Neto as Directors with no specific designation.

On January 28, 2020, approve Banco Santander Individual and Consolidated Financial Statements, prepared in accordance with accounting practices adopted in Brazil, applicable to institutions authorized to operate by Bacen for the year ended December 31, 2019.

 

 

 

There was no change in corporate governance decided by the Bank for the base date of March 31, 2020. These decisions are described in the Management Report of the Individual and Consolidated Financial Statements of December 31, 2019.

6. Risk Management        

On February 23, 2017, Bacen published CMN Resolution No. 4,557, which provides for the structure of risk and capital management (GIRC), effective from the same year. The resolution highlights the need to implement an integrated risk and capital management structure, define an integrated stress test program and declare the Risk Appetite Statement (RAS - Risk Appetite Statement), set up a Risk Committee, define a disclosure policy of published information, appointment of director for risk management, director of capital and director responsible for information disclosure policy. Banco Santander develops necessary actions on a continuous and progressive basis, aiming at adhering to the resolution. No relevant impacts were identified as a result of this standard.

For more information, see note 30 to this publication.

Capital Management Structure

Banco Santander 's capital management structure has robust governance, which supports the processes related to this topic and establishes the responsibilities of each of the teams involved. In addition, there is a clear definition of the guidelines that must be adopted for effective capital management. Further details can be found in the Risk and Capital Management Structure, available on the Investor Relations website.

Internal Audit                     

The Internal Audit reports directly to the Board of Directors, with the Audit Committee responsible for its supervision.

Internal Audit is a permanent function and independent from any other function or unit, whose mission is to provide the Board of Directors and senior management with independent assurance on the quality and effectiveness of internal control and risk management systems (current or emerging) and government, thus contributing to the protection of the organization's value, solvency and reputation. The Internal Audit has a quality certificate issued by the Institute of Internal Auditors (IIA).

In order to fulfill its functions and coverage risks inherent in Banco Santander activity, Internal Audit has a set of tools developed internally and updated when necessary. Among them, the risk matrix stands out, used as a planning tool, prioritizing the risk level of the auditable universe considering, among others, its inherent risks, the latest audit rating, the degree of compliance with the recommendations and its dimension. The work programs, which describe the audit tests to be carried out, are periodically reviewed.

The Audit Committee and the Board of Directors have favorably analyzed and approved the Internal Audit work plan for 2020.

7. People

People are an essential element in the Organization. After all, they are the ones who think, design, develop, interact and build what Banco Santander wants to be. This is why the Bank invests in each of the 47,192 employees here in Brazil.

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

Banco Santander supports leaders and managers so that they are close and available. This performance is based on three pillars: Feedback, Open Chat and Personalized Recognition, making sure there is alignment between everyone through recurring and frank conversations, career direction and special moments to reward the growth of the teams.

Banco Santander values ​​a diverse environment, where each competence and each difference is valued. An example is the Affinity Group, created to promote diversity and inclusion based on the 5 pillars: Female Leadership; Racial Equity; Disabled people; Diversity of Formations, Experiences and Generations and the LGBT + pillar. Another good example is the Talent Show. In it, Banco Santander opens space to get to know the most different performances and explore the universe of skills that exist in the Bank, allowing interaction and fraternization among colleagues.

The result of all these actions is the high level of engagement, proven through two surveys that are carried out annually and that bring excellent indicators. One of them points out that at least 91% of employees say they want to stay at Banco Santander for a long time. It is believed that this satisfaction reflects positively on interactions with Customers, generating greater loyalty, sustainable growth and investments in Society, which leads Banco Santander to be the best Bank for all stakeholders.

Due to the COVID-19 pandemic, the payment of the 13th salary of 100% of employees was anticipated and the possibility of converting the meal voucher into food vouchers was offered. In addition, an isolation protocol for high-risk groups was implemented and a Telemedicine program was launched with 24-hour service for employees and their dependents. During this period, 80% of our employees, except employees from the branch network, work in the home office.

8. Sustainable Development         

 

 

 

Santander Brasil's Sustainability strategy is based on three pillars: (i) Strategic and efficient use of Environmental Resources, (ii) Development of Potentials and (iii) Resilient and Inclusive Economy. The Bank's vision, through these pillars, is to contribute to a better, more prosperous and fair society, maintaining excellence and responsibility in internal management, with ethical values as the basis and technology at the service of people and businesses.

In relation to the Social and Environmental Businesses, Santander: i) structured the first ESG Linked Loan in Brazil, with FS Bioenergia. Interest rates are variable according to the achievement of environmental goals; ii) coordinated the first decarbonization credit transaction (Cbios) in the country, regulated by the RenovaBio Program; iii) established a partnership with Coopercitrus, which will offer lines for the acquisition of solar panels and irrigation equipment to members, bringing scale to renewable energy in agribusiness; and iv) was one of the coordinators of the first Green Bond issued by a Brazilian company in the transport and logistics sector in the international market, with the global Climate Bond Initiative certification.

As a result of the global health crisis scenario, Banco Santander has promoted actions to support customers and society. One of these actions includes supporting five institutions that are working on the front line in combating Covid-19. More than R$7 million was collected, half of the amounts donated by employees and the other half, doubled by the Bank. Others actions can be seen on the Santander's website, through the link https://www.santander.com.br/campanhas/cuidar.

9. Independent Audit

The policy of Banco Santander, including its subsidiaries, in contracting services not related to the auditing of the Financial Statements by its independent auditors, is based on Brazilian and international auditing standards, which preserve the auditor's independence. This reasoning provides for the following: (i) the auditor must not audit his own work, (ii) the auditor must not exercise managerial functions in his client, (iii) the auditor must not promote his client's interests, and (iv ) the need for approval of any services by the Bank's Audit Committee.

In compliance with the Securities and Exchange Commission Instruction 381/2003, Banco Santander informs that in the half ended June 30, 2020, PricewaterhouseCoopers did not provide services not related to the independent auditing of the Financial Statements of Banco Santander and controlled companies over 5% of the total fees related to independent audit services.

In addition, the Bank confirms that PricewaterhouseCoopers has procedures, policies and controls in place to ensure its independence, which include assessing the work performed, covering any service other than an independent audit of the Financial Statements of Banco Santander and its subsidiaries. This assessment is based on the applicable regulations and accepted principles that preserve the auditor's independence. The acceptance and provision of professional services not related to the audit of the Financial Statements by its independent auditors during the semester ended on June 30, 2020, did not affect the independence and objectivity in conducting the external audit exams carried out at Banco Santander and other entities of the Group, since the above principles were observed.

The Board od Directors

The Executive Board

 

(Authorized at the Board of Directors' Meeting of 07/28/2020).


 

 

 

 


Balance Sheet

Bank

Consolidated

Notes

6/30/2020

12/31/2019

6/30/2020

12/31/2019

Current Assets

598,567,150 

496,060,072 

600,484,078 

514,863,901 

Cash

20,790,248 

9,543,649 

22,654,686 

9,924,644 

Interbank Investments

103,337,496 

82,235,455 

48,624,468 

42,571,395 

Money Market Investments

41,012,769 

28,703,365 

41,016,944 

28,703,365 

Interbank Deposits

59,024,261 

43,230,118 

4,306,208 

3,565,203 

Foreign Currency Investments

3,300,466 

10,301,972 

3,301,316 

10,302,827 

Securities and Derivative Financial Instruments

100,756,360 

61,649,371 

111,261,974 

72,160,634 

Own Portfolio

55,817,865 

27,746,398 

65,887,953 

34,097,174 

Subject to Repurchase Commitments

16,969,347 

26,824,877 

16,959,121 

21,338,877 

Derivative Financial Instruments

23,526,080 

2,653,751 

22,040,810 

8,894,341 

Deposited in the Central Bank

5,654 

5,654 

Securities Associate to Privatization

568 

512 

568 

512 

Pledged in Guarantees

1,976,359 

456,012 

3,907,381 

3,861,909 

Securities Under Resale Agreements with Free Movement

2,460,487 

3,967,821 

2,460,487 

3,967,821 

Interbank Accounts

70,842,064 

78,178,662 

80,027,263 

88,952,546 

Payments and Receipts Pending Settlement

13,938,973 

9,027,921 

22,882,715 

19,267,302 

Restricted Deposits:

56,883,779 

69,121,251 

57,131,770 

69,663,608 

Central Bank Deposits

56,883,776 

69,121,095 

57,131,767 

69,663,452 

National Housing System (SFH)

156 

156 

Interbank Transfers

6,534 

7,854 

Correspondents

12,778 

21,636 

12,778 

21,636 

Receipts and Payments Pending Settlement

63,527 

63,527 

Receipts and Payments Pending Settlement

63,527 

63,527 

Lending Operations

104,973,917 

83,319,998 

131,344,397 

112,150,045 

Public Sector

77,587 

153,586 

77,587 

153,586 

Private Sector

109,974,253 

86,455,503 

137,612,177 

116,405,810 

(Allowance for Loan Losses)

8.e

(5,077,923) 

(3,289,091) 

(6,345,367) 

(4,409,351) 

Leasing Operations

1,001,734 

1,202,645 

Private Sector

1,017,482 

1,216,238 

(Allowance for Lease Losses)

8.e

(15,748) 

(13,593) 

Other Receivables

195,976,273 

179,592,907 

203,324,822 

185,981,022 

Credits for Avals and Sureties Honored

79,204 

23,283 

576,534 

377,915 

Foreign Exchange Portfolio

142,188,280 

123,396,135 

142,188,280 

123,396,135 

Income Receivable

1,967,288 

2,226,778 

1,882,818 

2,025,186 

Trading Account

10 

3,955,710 

2,325,866 

5,996,485 

3,912,093 

Others

12 

48,543,518 

52,071,971 

53,490,221 

56,713,037 

(Allowance for Other Receivables Losses)

8.e

(757,727) 

(451,126) 

(809,516) 

(443,344) 

Other Assets

1,827,265 

1,540,030 

2,181,207 

1,920,970 

Other Assets

1,209,837 

1,195,777 

1,516,170 

1,524,102 

(Allowance for Valuation)

(105,161) 

(115,705) 

(234,665) 

(254,950) 

Prepaid Expenses

722,589 

459,958 

899,702 

651,818 

 


 

 

 

 

 Bank

 Consolidated

Notes

6/30/2020

12/31/2019

6/30/2020

12/31/2019

Long-Term Assets

352,898,764 

305,377,691 

373,468,823 

329,430,790 

Interbank Investments

32,847,463 

33,694,075 

647,728 

796,099 

Interbank Deposits

32,847,463 

33,694,075 

647,728 

796,099 

Securities and Derivative Financial Instruments

137,534,226 

112,305,951 

140,923,101 

121,294,033 

Own Portfolio

28,926,474 

23,603,436 

26,308,357 

28,228,324 

Subject to Repurchase Commitments

70,847,245 

71,638,459 

70,847,245 

71,617,304 

Derivative Financial Instruments

16,579,788 

8,532,484 

16,579,788 

8,546,799 

Deposited with the Central Bank

2,273,094 

2,273,094 

Securities Associate to Privatization

100 

370 

100 

370 

Pledged in Guarantees

15,303,617 

8,028,432 

21,310,609 

12,398,466 

Securities Under Resale Agreements with Free Movement

3,603,908 

502,770 

3,603,908 

502,770 

Interbank Accounts

317,321 

312,411 

317,321 

312,411 

Restricted Deposits:

317,321 

312,411 

317,321 

312,411 

National Housing System (SFH)

317,321 

312,411 

317,321 

312,411 

Lending Operations

124,544,743 

110,094,019 

165,164,957 

148,292,513 

Public Sector

1,007,720 

964,378 

1,009,055 

965,758 

Private Sector

139,598,854 

123,678,363 

181,759,755 

163,374,180 

(Allowance for Loan Losses)

8.e

(16,061,831) 

(14,548,722) 

(17,603,853) 

(16,047,425) 

Leasing Operations

1,557,903 

1,564,446 

Public Sector

1,119 

Private Sector

1,583,426 

1,583,641 

(Allowance for Lease Losses)

8.e

(25,523) 

(20,314) 

Other Receivables

57,327,726 

48,661,212 

64,415,098 

56,678,875 

Receivables for Guarantees Honored

508,794 

298,195 

11,464 

298,195 

Foreign Exchange Portfolio

1,438,288 

1,108,978 

1,438,288 

1,108,978 

Income Receivable

161,971 

156,939 

161,971 

156,939 

Trading and Intermediation of Values

10 

562,425 

Deferred Taxes

11 

42,284,487 

28,074,411 

46,365,041 

31,904,371 

Others

12 

13,453,218 

19,395,717 

17,032,717 

23,122,032 

(Allowance for Other Receivables Losses)

8.e

(519,032) 

(373,028) 

(594,383) 

(474,065) 

Other Assets

327,285 

310,023 

442,715 

492,413 

Transitory Assets

1,444 

1,622 

1,450 

56,875 

(Allowance for Losses)

(1,444) 

(1,622) 

(1,450) 

(1,630) 

Prepaid Expenses

327,285 

310,023 

442,715 

437,168 

Permanent Assets

41,553,772 

37,097,964 

13,725,956 

13,248,376 

Investments

31,080,361 

26,831,540 

358,794 

354,490 

Investments in Affiliates and Subsidiaries:

14 

31,059,484 

26,810,793 

337,846 

333,674 

Domestic

26,253,213 

23,263,738 

337,846 

333,674 

Foreign

4,806,271 

3,547,055 

Other Investments

45,194 

45,064 

50,470 

50,344 

(Allowance for Losses)

(24,317) 

(24,317) 

(29,522) 

(29,528) 

Fixed Assets

15 

6,137,788 

6,214,168 

7,037,476 

7,181,088 

Real Estate in Use

2,461,079 

2,467,216 

2,765,241 

2,753,149 

Others Fixed Assets

12,228,097 

13,818,040 

13,900,083 

15,483,559 

(Accumulated Depreciation)

(8,551,388) 

(10,071,088) 

(9,627,848) 

(11,055,620) 

Intangible Assets

16 

4,335,623 

4,052,256 

6,329,686 

5,712,798 

Goodwill

26,481,816 

26,496,592 

29,489,764 

29,050,911 

Others Intangible Assets

9,201,411 

8,485,328 

9,901,248 

9,196,813 

(Accumulated Amortization)

(31,347,604) 

(30,929,664) 

(33,061,326) 

(32,534,926) 

Total Assets

993,019,686 

838,535,727 

987,678,857 

857,543,067 


 

 

 

 

 Bank

 Consolidated

Notes

6/30/2020

12/31/2019

6/30/2020

12/31/2019

Current Liabilities

685,806,649 

594,642,669 

680,199,524 

598,591,332 

Deposits

17 

278,555,138 

214,983,542 

275,418,198 

212,838,421 

Demand Deposits

39,646,518 

29,392,188 

39,496,679 

29,107,534 

Savings Deposits

55,755,637 

49,039,857 

55,755,637 

49,039,857 

Interbank Deposits

6,282,455 

4,573,086 

5,319,382 

3,457,996 

Time Deposits

176,870,526 

131,978,411 

174,846,498 

131,096,194 

Other Deposits

136,840 

Money Market Funding

17 

108,462,579 

111,939,869 

102,495,422 

106,248,412 

Own Portfolio

86,773,116 

97,227,938 

82,805,958 

91,536,480 

Third Parties

17,287,541 

8,743,348 

15,287,542 

8,743,348 

Linked to Trading Portfolio Operations

4,401,922 

5,968,583 

4,401,922 

5,968,584 

Funds from Acceptance and Issuance of Securities

17 

49,584,347 

60,517,226 

41,260,980 

51,265,094 

Exchange Acceptances

100,194 

347,778 

34,240 

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

33,041,584 

42,445,229 

33,691,987 

43,567,117 

Funding by Structured Operations Certificates

13,877,906 

16,295,922 

4,656,552 

5,887,662 

Interbank Accounts

2,564,663 

1,776,075 

2,564,663 

1,776,075 

Receipts and Payments Pending Settlement

1,780,786 

41,756 

2,040,311 

369,578 

Interbank Transfers

1,668,214 

1,927,739 

327,822 

Interbank Accounts

112,572 

41,756 

112,572 

41,756 

Third-Party Funds in Transit

3,995,936 

4,019,119 

3,995,936 

4,019,119 

Internal Transfers of Assets

3,995,936 

4,002,824 

3,995,936 

4,002,824 

Borrowings

16,295 

16,295 

Local Borrowings - Other Institutions

17 

55,174,437 

43,870,657 

52,120,751 

41,322,712 

Foreign Borrowings

22,414 

33,585 

Domestic Onlendings - Official Institutions

55,174,437 

43,870,657 

52,098,337 

41,289,127 

National Economic and Social Development Bank (BNDES)

17 

4,205,356 

3,697,638 

4,205,356 

3,697,638 

Federal Savings and Loan Bank (CEF)

2,133,852 

1,355,447 

2,133,852 

1,355,447 

National Equipment Financing Authority (FINAME)

90,799 

94,725 

90,799 

94,725 

Other Institutions

1,666,261 

1,755,646 

1,666,261 

1,755,646 

Derivative Financial Instruments

314,444 

491,820 

314,444 

491,820 

Derivative Financial Instruments

21,404,512 

3,774,395 

20,697,183 

10,112,463 

Derivative Financial Instruments

21,404,512 

3,774,395 

20,697,183 

10,112,463 

Other Payables

162,643,558 

151,798,467 

177,965,387 

168,717,895 

Collected Taxes and Other

1,948,194 

96,928 

1,951,298 

131,179 

Foreign Exchange Portfolio

136,487,834 

116,991,021 

136,487,834 

116,991,021 

Social and Statutory

479,694 

8,188,762 

531,034 

8,376,961 

Tax and Social Security

11 

2,469,331 

2,854,815 

3,766,279 

4,092,434 

Trading Account

10 

302,616 

1,063,403 

2,652,730 

3,149,991 

Debt Instruments Eligible to Compose Capital

18 

232,218 

170,939 

232,218 

170,939 

Others

19 

20,723,671 

22,432,599 

32,343,994 

35,805,370 

 

 Bank

 Consolidated

Notes

6/30/2020

12/31/2019

6/30/2020

12/31/2019

Long-Term Liabilities

232,470,998 

173,943,594 

231,447,522 

187,197,923 

Deposits

17 

82,702,988 

59,228,624 

82,643,110 

60,089,570 

Interbank Deposits

203,091 

100,686 

624,018 

841,294 

Time Deposits

82,499,897 

59,127,938 

82,019,092 

59,248,276 

Money Market Funding

17 

22,424,799 

17,692,578 

22,424,799 

17,692,578 

Own Portfolio

271,173 

159,745 

271,173 

159,745 

Linked to Trading Portfolio Operations

22,153,626 

17,532,833 

22,153,626 

17,532,833 

Funds from Acceptance and Issuance of Securities

17 

49,982,008 

31,062,142 

40,569,621 

34,697,521 

Exchange Acceptances

748,542 

1,557,513 

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

29,741,048 

26,271,049 

32,564,158 

28,644,786 

Securities Issued Abroad

19,209,416 

3,123,591 

6,225,377 

2,827,720 

Funding by Structured Operations Certificates

1,031,544 

1,667,502 

1,031,544 

1,667,502 

Borrowings

17 

1,260,306 

1,788,469 

1,292,033 

1,802,272 

Local Borrowings - Other Institutions

31,727 

13,803 

Foreign Borrowings

1,260,306 

1,788,469 

1,260,306 

1,788,469 

Domestic Onlendings - Official Institutions

17 

7,861,961 

8,056,939 

7,861,961 

8,056,939 

National Economic and Social Development Bank (BNDES)

4,856,316 

4,897,785 

4,856,316 

4,897,785 

Federal Savings and Loan Bank (CEF)

64,254 

68,325 

64,254 

68,325 

National Equipment Financing Authority (FINAME)

2,931,638 

3,063,173 

2,931,638 

3,063,173 

Other Institutions

9,753 

27,656 

9,753 

27,656 

Derivative Financial Instruments

20,763,794 

10,208,817 

20,941,672 

10,510,899 

Derivative Financial Instruments

20,763,794 

10,208,817 

20,941,672 

10,510,899 

 

 

 

 

Other Payables

47,475,142 

45,906,025 

55,714,326 

54,348,144 

Foreign Exchange Portfolio

1,488,983 

1,004,861 

1,488,983 

1,004,861 

Tax and Social Security

11 

3,885,076 

3,659,656 

4,387,254 

4,199,423 

Trading Account

10 

557,370 

Debt Instruments Eligible to Compose Capital

18 

13,590,024 

10,005,022 

13,590,024 

10,005,022 

Others

19 

28,511,059 

31,236,486 

36,248,065 

38,581,468 

Deferred Income

229,856 

261,741 

475,885 

285,219 

Deferred Income

229,856 

261,741 

475,885 

285,219 

Stockholders' Equity

21 

74,512,183 

69,687,723 

74,452,581 

69,773,232 

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

197,961 

197,369 

196,337 

194,115 

Profit Reserves

17,962,614 

12,909,736 

17,898,028 

12,986,778 

Adjustment to Fair Value

144,116 

261,753 

150,724 

273,474 

(-) Treasury Shares

(792,508) 

(681,135) 

(792,508) 

(681,135) 

Non Controlling Interest

21.e

1,103,345 

1,695,361 

Total Stockholders' Equity

74,512,183 

69,687,723 

75,555,926 

71,468,593 

Total Liabilities

993,019,686 

838,535,727 

987,678,857 

857,543,067 

The accompanying notes from Management are an integral part of these financial statements.


 

 

 

 

Income Statements

Bank

Consolidated

Notes

01/01 to 06/30/2020

01/01 to 06/30/2019

01/01 to 06/30/2020

01/01 to 06/30/2019

Income Related to Financial Operations

73,967,441 

34,986,088 

79,563,473 

39,590,982 

Loan Operations

28,009,033 

20,073,183 

34,491,929 

26,270,470 

Leasing Operations

156,260 

171,076 

Securities Transactions

6.a

50,573,998 

13,165,460 

49,202,392 

11,572,815 

Derivatives Transactions

518,129 

(3,026,391) 

711,669 

(3,290,429) 

Foreign Exchange Operations

(6,145,592) 

2,758,692 

(6,017,339) 

2,838,703 

Compulsory Deposits

1,011,873 

2,015,144 

1,018,562 

2,028,347 

Expenses on Financial Operations

(77,610,921)

(20,825,972)

(79,909,105)

(21,867,716)

Funding Operations Market

17.b

(40,619,135) 

(14,124,656) 

(41,193,858) 

(14,050,577) 

Borrowings and Onlendings Operations

(27,328,721) 

(1,481,904) 

(27,347,015) 

(1,426,854) 

Operations of Sale or Transfer of Financial Assets

(1,005,682) 

(17,383) 

(1,005,631) 

(31,691) 

Allowance for Loan Losses

8.e

(8,657,383) 

(5,202,029) 

(10,362,601) 

(6,358,594) 

Gross Income Related to Financial Operations

(3,643,480)

14,160,116 

(345,632)

17,723,266 

Other Operating Revenues (Expenses)

(3,782,437)

(4,017,667)

(6,120,713)

(6,345,880)

Banking Service Fees

23 

4,494,803 

5,041,572 

6,127,134 

6,667,723 

Income Related to Bank Charges

23 

2,162,490 

2,169,623 

2,457,211 

2,483,927 

Personnel Expenses

24 

(3,142,349) 

(3,285,744) 

(3,621,626) 

(3,737,443) 

Other Administrative Expenses

25 

(5,279,853) 

(4,942,522) 

(6,133,482) 

(5,818,051) 

Tax Expenses

11.d

(719,006) 

(1,592,902) 

(1,294,924) 

(2,326,059) 

Investments in Affiliates and Subsidiaries

14 

1,822,223 

1,609,047 

9,548 

21,720 

Other Operating Revenues

26 

2,333,231 

1,224,982 

3,178,973 

1,625,997 

Other Operating Expenses

27 

(5,453,976) 

(4,241,723) 

(6,843,547) 

(5,263,694) 

Operating Income

(7,425,917)

10,142,449 

(6,466,345)

11,377,386 

Non-Operating Income

28 

230,830 

14,596 

236,583 

(111,382)

Income Before Taxes on Income and Profit Sharing

(7,195,087)

10,157,045 

(6,229,762)

11,266,004 

Income Tax and Social Contribution

11 

14,018,215 

(2,443,720)

13,065,872 

(3,336,392)

Provision for Income Tax

(373,844) 

(1,279,541) 

(1,126,484) 

(2,115,525) 

Provision for Social Contribution Tax

(327,040) 

(769,665) 

(744,220) 

(1,151,350) 

Deferred Tax Credits

14,719,099 

(394,514) 

14,936,576 

(69,517) 

Profit Sharing

(880,250)

(841,678)

(963,508)

(925,262)

Non Controlling Interest

21.e

(73,040) 

(179,178) 

Net Income

5,942,878 

6,871,647 

5,799,562 

6,825,172 

Number of Shares (Thousands)

21.a

7,498,531 

7,468,079 

$)

792.54 

920.14 

 


 

 

 

 

Statements of Comprehensive Income

Bank

Consolidated

01/01 to 06/30/2020

01/01 to 06/30/2019

01/01 to 06/30/2020

01/01 to 06/30/2019

Profit for the Period

5,942,878 

6,871,647 

5,799,562 

6,825,172 

Other Comprehensive Income that will be subsequently reclassified for profit or loss when specific conditions are met:

(797,140)

1,424,503 

(802,253)

1,428,372 

Available-for-sale financial assets

(658,290) 

1,548,437 

(663,403) 

1,552,306 

Available-for-sale financial assets

(1,536,565) 

2,592,818 

(1,541,918) 

2,596,687 

Income taxes

878,275 

(1,044,381) 

878,515 

(1,044,381) 

Cash flow hedges

(138,850) 

(123,934) 

(138,850) 

(123,934) 

Cash flow hedges

99,414 

(76,035) 

99,414 

(78,116) 

Income taxes

(238,264) 

(47,899) 

(238,264) 

(45,818) 

Other Comprehensive Income that won't be reclassified for Net income:

679,503 

(801,684)

679,503 

(801,684)

Defined Benefits plan

679,503 

(801,684) 

679,503 

(801,684) 

Defined Benefits plan

1,278,431 

(1,305,655) 

1,278,431 

(1,305,655) 

Income taxes

(598,928) 

503,971 

(598,928) 

503,971 

Comprehensive Income for the Period

5,825,241 

7,494,466 

5,676,812 

7,451,860 

The accompanying notes from Management are an integral part of these financial statements.

 

 


Statements of Changes in Stockholders' Equity – Bank

Profit Reserves

Adjustment to Fair Value

Notes

Capital

Capital Reserves

Legal Reserve

Reserve for Dividend Equalization

Own Position

Affiliates and Subsidiaries

Others Adjustment to Fair Value

Retained  Earnings Retained

(-)Treasury 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

(801,683) 

(801,683) 

Treasury Shares

(151,848) 

(151,848) 

Result of Treasury Shares

3,898 

3,898 

Reservations for Share - Based Payment

  

(35,126) 

(35,126) 

Adjustment to Fair Value - Securities and Derivative Financial Instruments

  

1,445,346 

(20,843) 

1,424,503 

Emission Costs of Treasury Shares

(1,528) 

(1,528) 

Net Income

6,871,647 

6,871,647 

Allocations:

Legal Reserve

 21.c

343,582 

(343,582) 

Interest on Capital

 21.b

(2,000,000) 

(2,000,000) 

Reserve for Dividend Equalization

 21.c

4,528,755 

(4,528,755) 

Others

 21.c

690 

690 

Balances as of June 30, 2019

57,000,000 

109,479 

3,457,187 

11,035,704 

3,331,318 

93,648 

(3,872,726)

(614,808)

70,539,802 

Changes in the Period

(31,228)

343,582 

4,528,755 

1,445,346 

(20,843)

(801,683)

(153,376)

5,310,553 

Balances as of December 31, 2019

  

57,000,000 

197,369 

3,818,064 

9,091,672 

3,920,714 

91,380 

(3,750,341)

(681,135)

69,687,723 

Employee Benefit Plans

679,503 

679,503 

Treasury Shares

(111,373) 

(111,373) 

Result of Treasury Shares

 

(16,746) 

(16,746) 

Reservations for Share - Based Payment

  

17,338 

17,338 

Adjustment to Fair Value - Securities and Derivative Financial Instruments

  

(830,970) 

33,830 

(797,140) 

Net Income

5,942,878 

5,942,878 

Allocations:

Legal Reserve

 21.c

297,144 

(297,144) 

Interest on Capital

 21.b

(890,000) 

(890,000) 

Reserve for Dividend Equalization

 21.c

4,755,734 

(4,755,734) 

Balances as of June 30, 2020

57,000,000 

197,961 

4,115,208 

13,847,406 

3,089,744 

125,210 

(3,070,838)

(792,508)

74,512,183 

Changes in the Period

592 

297,144 

4,755,734 

(830,970)

33,830 

679,503 

(111,373)

4,824,460 

 

 

 

 


 


Statements of Changes in Stockholders' Equity – Consolidated

Reservas de Lucros

 Ajustes de Avaliação Patrimonial

Notes

Capital

Capital Reserves

Legal Reserve

Reserve for Dividend Equalization

Own Position

Affiliates and Subsidiaries

Others Adjustment to Fair Value

Retained  Earnings Retained

(-)Treasury Shares

Stockholders' Equity

Minority  Interest

Total Stockholders' 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

(801,683) 

(801,683) 

(801,683) 

Treasury Shares

(151,848) 

(151,848) 

(151,848) 

Result of Treasury Shares

3,898 

3,898 

3,898 

Reservations for Share - Based Payment

  

(35,277) 

(35,277) 

(35,277) 

Fair Value Adjustment - Securities and Derivative Financial Instruments

1,445,346 

(20,843) 

1,424,503 

1,424,503 

Capital Restructuring

Emission Costs of Treasury Shares

(1,528) 

(1,528) 

(1,528) 

Net Income

6,825,172 

6,825,172 

6,825,172 

Allocations:

Legal Reserve

 21.c

343,582 

(343,582) 

Provision of Interest on Capital

 21.b

(2,000,000) 

(2,000,000) 

(2,000,000) 

Reserve for Dividend Equalization

 21.c

4,528,755 

(4,528,755) 

Unrealized Profit

(46,244) 

3,868 

46,483 

4,107 

4,107 

Non Controlling Interest Results

 21.e

181,163 

181,163 

Others

682 

682 

(490,969) 

(490,287) 

Balances as of June 30, 2019

57,000,000 

111,035 

3,457,188 

10,992,246 

3,331,318 

97,516 

(3,872,726)

(614,808)

70,501,769 

1,760,123 

72,261,892 

Changes in the Period

(31,379)

343,582 

4,482,511 

1,445,346 

(16,975)

(801,683)

(153,376)

5,268,026 

(309,806)

4,958,220 

 


 

 

 

 

Reservas de Lucros

 Ajustes de Avaliação Patrimonial

Notes

Capital

Capital Reserves

Legal Reserve

Reserve for Dividend Equalization

Own Position

Affiliates and Subsidiaries

Others Adjustment to Fair Value

Retained  Earnings Retained

(-)Treasury Shares

Stockholders' Equity

Minority  Interest

Total Stockholders' Equity

Balances as of December 31, 2019

  

57,000,000 

194,115 

3,818,065 

9,168,713 

3,932,436 

91,380 

(3,750,342)

(681,135)

69,773,232 

1,695,361 

71,468,593 

Employee Benefit Plans

679,503 

679,503 

679,503 

Treasury Shares

(16,746) 

(111,373) 

(128,119) 

(128,119) 

Reservations for Share - Based Payment

  

18,968 

18,968 

18,968 

Adjustment to Fair Value - Securities and Derivative Financial Instruments

(836,083) 

33,830 

(802,253) 

(802,253) 

Net Income

5,799,562 

5,799,562 

5,799,562 

Allocations:

Legal Reserve

 21.c

297,144 

(297,144) 

Interest on Capital

 21.b

(890,000) 

(890,000) 

(890,000) 

Reserve for Dividend Equalization

 21.c

4,755,734 

(4,755,734) 

Unrealized Profit

(141,628) 

141,628 

Non-Controlling Interest

 21.e

(73,040) 

(73,040) 

Others

1,688 

1,688 

(518,976) 

(517,288) 

Balances as of June 30, 2020

57,000,000 

196,337 

4,115,209 

13,782,819 

3,096,353 

125,210 

(3,070,839)

(792,508)

74,452,581 

1,103,345 

75,555,926 

Changes in the Period

2,222 

297,144 

4,614,106 

(836,083)

33,830 

679,503 

(111,373)

4,679,349 

(592,016)

4,087,333 

 

 

 

 


Cash Flows Statements

Bank

Consolidated

01/01 to 06/30/2020

01/01 to 12/31/2019

01/01 to 06/30/2020

01/01 to 12/31/2019

Notes

Operational Activities

Net Income

5,942,878 

6,871,647 

5,799,562 

6,825,172 

Adjustment to Net Income

2,662,402 

4,741,423 

6,292,704 

7,830,085 

Allowance for Loan Losses

8.e

8,657,383 

5,202,029 

10,362,601 

6,358,594 

Provision for Legal Proceedings and Administrative and Legal Obligations

20.c

693,936 

885,513 

788,593 

989,409 

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

20.c

198,219 

249,482 

229,162 

304,253 

Deferred Tax Credits and Liabilities

11.a & b

(13,232,363) 

(67,736) 

(13,391,622) 

(329,233) 

Equity in Affiliates and Subsidiaries

14 

(1,822,223) 

(1,609,047) 

(9,548) 

(21,720) 

Depreciation and Amortization

25 

1,257,520 

1,078,880 

1,512,014 

1,351,054 

Recognition (Reversal) Allowance for Other Assets Losses

28 

(10,660) 

1,714 

(20,408) 

119,930 

Gain (Loss) on Sale of Other Assets

28 

(30,607) 

(6,573) 

(21,150) 

(1,111) 

Gain (Loss) on Impairment of Assets

28 

135 

135 

Gain (Loss) on Sale of Investments

28 

(168,588) 

(168,588) 

(4,369) 

Provision for Financial Guarantees

27 

22,140 

(25,482) 

22,140 

(25,482) 

Monetary Adjustment of Escrow Deposits

26 

(194,100) 

(287,940) 

(222,440) 

(330,032) 

Recoverable Taxes

26 

(104,250) 

(34,525) 

(121,134) 

(52,685) 

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

2,432 

7,952 

2,432 

7,952 

Effects of Changes in Foreign Exchange Rates on Assets and Liabilities

7,437,463 

(704,062) 

7,437,463 

(704,062) 

Others

(43,900) 

51,083 

(106,811) 

167,452 

Changes on Assets and Liabilities

21,026,605 

(2,720,863)

29,549,008 

(5,026,894)

Decrease (Increase) in Interbank Investments

(15,026,083) 

8,808,901 

(686,774) 

10,614,238 

Decrease (Increase) in Securities and Derivative Financial Instruments

(35,949,907) 

(2,580,253) 

(37,638,082) 

(2,929,688) 

Decrease (Increase) in Lending and Leasing Operations

(44,489,416) 

(14,563,468) 

(45,910,563) 

(19,078,046) 

Decrease (Increase) in Deposits on Central Bank of Brazil

12,237,319 

(4,738,229) 

12,531,685 

(4,754,793) 

Decrease (Increase) in Other Receivables

(50,393,080) 

(18,111,539) 

(48,195,538) 

(21,752,667) 

Decrease (Increase) in Other Assets

(279,893) 

166,065 

(253,431) 

158,640 

Net Change on Other Interbank and Interbranch Accounts

(3,253,311) 

244,404 

(2,027,289) 

3,874,250 

Increase (Decrease) in Deposits

87,045,960 

12,924,073 

85,133,317 

16,183,275 

Increase (Decrease) in Money Market Funding

1,254,931 

(29,573,142) 

979,231 

(29,303,735) 

Increase (Decrease) in Borrowings

7,057,076 

15,689,628 

6,569,259 

14,997,468 

Increase (Decrease) in Other Liabilities

62,854,894 

29,782,927 

60,036,725 

28,857,765 

Increase (Decrease) in Change in Deferred Income

(31,885) 

(32,327) 

190,666 

(57,264) 

Income Tax Recovered/(Paid)

(737,903) 

(1,180,198) 

(1,836,337) 

Net Cash Provided by (Used in) Operational Activities

29,631,885 

8,892,207 

41,641,274 

9,628,363 

Investing Activities

Increase in Equity at Affiliates and Subsidiaries

14 

(385,100) 

(705,999) 

(6,000) 

Purchase of Investment

(130) 

(130) 

Purchase of Fixed Assets

(506,672) 

(670,106) 

(596,703) 

(943,473) 

Purchase of Intangible Assets

(474,226) 

(563,077) 

(804,719) 

(641,861) 

Net Cash Received on Sale/Reduction of Investments

266,100 

171,220 

4,800 

Acquisition of Minority Residual Interest in Subsidiary

2.c

(1,600,000) 

(1,291,630) 

(1,600,000) 

(1,291,630) 

Proceeds from Assets not in Use

255,038 

284,554 

270,325 

296,277 

Proceeds from Property for Own Use

56,190 

14,288 

60,114 

22,143 

Dividends and Interest on Capital Received

289,524 

1,136,676 

152,761 

52,807 

Net Cash Provided by (Used in) Investing Activities

(2,099,276)

(1,795,294)

(2,353,132)

(2,500,937)

Financing Activities

Purchase of Own Share

21.d

(111,373) 

(151,848) 

(111,373) 

(151,848) 

Issuance of Long - Term Emissions

46,892,014 

29,246,867 

36,662,956 

30,590,223 

Long - Term Payments

(49,038,353) 

(26,234,584) 

(49,038,353) 

(27,402,237) 

Subordinated Debts – Payments

(9,924,747) 

(9,924,747) 

Debt Instruments Eligible to Compose Capital - Payments

(436,407) 

(328,892) 

(436,407) 

(328,892) 

Dividends and Interest on Capital Paid

(8,360,113) 

(5,188,878) 

(8,425,919) 

(5,317,302) 

Increase (decrease) in Minority Interest

(277,510) 

Capital Increase in Controlled Companies Held by Minority Interest

14 

100,000 

Net Cash Provided by (Used in) Financing Activities

(11,054,232)

(12,582,082)

(21,349,096)

(12,712,313)

Exchange Variation on Cash and Cash Equivalents

(2,432)

(7,952)

(2,432)

(7,952)

Increase (Decrease) in Cash and Cash Equivalents

16,475,945 

(5,493,121)

17,936,614 

(5,592,839)

Cash and Cash Equivalents at the Beginning of Semester

21,421,432 

25,854,948 

21,443,663 

25,285,982 

Cash and Cash Equivalents at the End of Semester

37,897,377 

20,361,827 

39,380,277 

19,693,143 


Statements of Value Added

Bank

Consolidated

01/01 to 06/30/2020

01/01 to 06/30/2019

01/01 to 06/30/2020

01/01 to 06/30/2019

Notes

Income Related to Financial Operations

73,967,441 

34,986,088 

79,563,473 

39,590,982 

Income Related to Bank Charges and Banking Service Fees

23 

6,657,293 

7,211,195 

8,584,345 

9,151,650 

Allowance for Loans Losses

8.f

(8,657,383) 

(5,202,029) 

(10,362,601) 

(6,358,594) 

Other Revenues and Expenses

11,127,747 

(3,002,145) 

10,741,886 

(3,755,859) 

Financial Expenses

(68,953,538) 

(15,623,943) 

(69,546,504) 

(15,509,122) 

Third-party Input

(3,627,068) 

(3,484,391) 

(4,217,331) 

(4,073,502) 

Materials, Energy and Others

(139,471) 

(129,815) 

(146,489) 

(134,506) 

Third-Party Services

25 

(883,218) 

(920,319) 

(1,171,919) 

(1,161,527) 

Others

(2,604,379) 

(2,434,257) 

(2,898,923) 

(2,777,469) 

Gross Added Value

10,514,492 

14,884,775 

14,763,268 

19,045,555 

Retentions

Depreciation and Amortization

25 

(1,257,520) 

(1,078,880) 

(1,512,014) 

(1,351,054) 

Added Value Produced Net

9,256,972 

13,805,895 

13,251,254 

17,694,501 

Added Value Received from Transfer Investments in Affiliates and Subsidiaries

14 

1,822,223 

1,609,047 

9,548 

21,720 

Added Value to Distribute

11,079,195 

15,414,942 

13,260,802 

17,716,221 

Added Value Distribution

Employee

3,614,803 

32.6% 

3,792,723 

24.6% 

4,105,649 

31.0% 

4,265,082 

24.1% 

Compensation

24 

1,826,713 

1,912,978 

2,066,652 

2,159,757 

Benefits

24 

631,309 

664,550 

724,363 

750,843 

Government Severance Indemnity Funds for Employees - FGTS

144,814 

245,484 

175,481 

212,713 

Others

1,011,967 

969,711 

1,139,153 

1,141,769 

Taxes and Contributions

1,126,249 

10.2% 

4,371,321 

28.4% 

2,859,499 

21.6% 

6,053,294 

34.2% 

Federal

798,860 

4,031,373 

2,449,589 

5,432,736 

State

166 

258 

235 

299 

Municipal

327,223 

339,690 

409,675 

620,259 

Compensation of Third-Party Capital - Rental

25 

395,265 

3.6% 

379,251 

2.5% 

404,137 

3.0% 

393,495 

2.2% 

Remuneration of Interest on Capital

5,942,878 

53.6% 

6,871,647 

44.5% 

5,891,517 

44.4% 

7,004,350 

39.5% 

Dividends

21.b

Interest on Equity

21.b

890,000 

2,000,000 

890,000 

1,000,000 

Profit Reinvestment

5,052,878 

4,871,647 

5,074,557 

6,183,528 

Participation Results of Non-Controlling Stockholders

21.f

(73,040) 

(179,178) 

Total

11,079,195 

100.0% 

15,414,942 

100.0% 

13,260,802 

100.0% 

17,716,221 

100.0% 

 

 

 


1.     General Information

Banco Santander (Brasil) S.A. (Banco Santander or Bank), directly and indirectly controlled by Banco Santander, S.A., based in Spain (Banco Santander Spain), is the lead institution of the Financial and Prudential Conglomerate (Conglomerate Santander) under the authority of the Brazilian Central Bank (Bacen), established as a corporation, with head headquarters at Avenida Presidente Juscelino Kubitschek, 2041 and 2235 - A Block - Vila Olímpia – São Paulo - SP. Banco Santander operates as a multiple service bank, conducting its operations by means of portfolios such as commercial, investment, loans and advances, mortgage loans, leasing and foreign exchange. Through its subsidiaries, the Bank also operates on the segments of payment industry, shares club management, securities and insurance brokerage operations, consumer finance, payroll-deductible loans, digital platforms, management and recovery of non-performing loans, capitalization and pension plan. 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

a)     Presentation

The individual and condensed consolidated interim 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.

CMN Resolution No. 4,720/2019 and Circular Bacen No. 3,959/2019 established general criteria and procedures for the preparation and disclosure of the Financial Statements effective from January/2020, including: the presentation of the Statement of Comprehensive Income and the presentation of Statements Interim Financial Statements and in a condensed form for the quarters ended on March 31 and September 30. The standard also provides that the Balance Sheet is now presented in comparison to the equity position at the end of the immediately preceding fiscal year.

The consolidated financial statements include the Bank and its subsidiaries indicated in Note 2.b.1 and investment funds in Note 2.b.2, 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.

In the preparation of the consolidated financial statements, equity interests, relevant balances receivable and payable, income and expenses arising from transactions between branches in the country, foreign branches and subsidiaries, unrealized results between these companies were eliminated and the participation minority shareholders' equity and income.

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.

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.

The Board of Directors authorized the issuance of the Financial Statements of the semester ended June 30, 2020 at the meeting held on July 28, 2020.

The consolidated interim financial statements based on international accounting standards issued by the International Accounting Standards Board (IASB) for the semester ended on June 30, 2020 will be disclosed in a legal term, at the website www.santander.com.br/ri.

b)    Affiliates, Subsidiaries and Jointly Controlled Entities

b.1) Affiliates and Subsidiaries - Scope of Consolidation

Quantity of Shares or Quotas Owned (in Thousands)

Investments

Activity

Common Shares and Quotas

Preferred Shares

Direct Participation

Participation

Controlled by Banco Santander

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

Leasing

85 

78.58% 

100.00% 

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

Buying Club

238,886 

100.00% 

100.00% 

Banco Bandepe S.A.

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)

Financial

2,877 

100.00% 

100.00% 

Santander CCVM

Broker

14,067,640 

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.

Payment Institution

69,565 

100.00% 

100.00% 

Sancap Investimentos e Participações S.A. (Sancap)

Holding

23,538,159 

100.00% 

100.00% 

Santander Brasil EFC

Financial

75 

100.00% 

100.00% 

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

Recovery of Defaulted Credits

1,365,787 

100.00% 

100.00% 

Santander Holding Imobiliária S.A.

Holding

354,645 

100.00% 

100.00% 

Santander Brasil Tecnologia S.A.

Tecnology

45,371 

100.00% 

100.00% 

Rojo Entretenimento S.A.

Other Activities

7,417 

94.60% 

94.60% 

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

Other Activities

90,000 

100.00% 

100.00% 

Esfera Fidelidade S.A.

Other Activities

10,001 

100.00% 

100.00% 

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

Payment Institution

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

Bank

435,599 

60.00% 

100.00% 

Bosan Participações S.A.

Other Activities

303,056 

93,718 

100.00% 

100.00% 

Toque Fale Serviços de Telemarketing Ltda. (Toque Fale)

Other Activities

75,050 

100.00% 

100.00% 

Controlled by Aymoré CFI

Banco PSA 

Bank

105 

50.00% 

Banco Hyundai Capital Brasil S.A.

Bank

150,000 

50.00% 

Controlled by Santander Leasing

PI Distribuidora de Títulos e Valores Mobiliários S.A.

Leasing

182 

100.00% 

Controlled by Sancap

Santander Capitalização S.A. (Santander Capitalização)

Capitalization

64,615 

100.00% 

Evidence Previdência S.A.

Private Pension

42,819,564 

100.00% 

Controlled by Santander Holding Imobiliária S.A.

Summer Empreendimentos Ltda.

Other Activities

17,084 

100.00% 

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

Return Capital Serviços de Recuperação de Créditos S.A.

Collection and Recover of Credit Management

200 

100.00% 

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

Return Gestão de Recursos S.A. (atual denominação social da Gestora de Investimentos Ipanema S.A.)

Resources Management

11 

100.00% 

Jointly Controlled Companies by Sancap

Santander Auto S.A.

Other Activities

14,400 

50.00% 

Controlled by Getnet S.A

Auttar HUT Processamento de Dados Ltda. (Auttar HUT)

Other Activities

3,865 

100.00% 

 


b.2) Jointly Controlled - Equity Method

Quantity of Shares or Quotas Owned (in Thousands)

Investments

Activity

Common Shares and Quotas

Preferred Shares

Direct Participation

Participation

Jointly Controlled Companies by Banco Santander

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

Other Activities

950 

50.00% 

50.00% 

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

Other Activities

3,859 

2,953 

11.11% 

11.11% 

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

Credit Bureau

3,560 

3,560 

20.00% 

20.00% 

Campo Grande Empreendimentos Ltda.

Other Activities

255 

25.32% 

25.32% 

Jointly Controlled Companies by Santander Corretora de Seguros

Webmotors S.A.

Other Activities

366,182,676 

70.00% 

TecBan - Tecnologia Bancária S.A. (TecBan)

Other Activities

743,944 

68,771 

18.98% 

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

Insurance Broker

450 

50.00% 

Hyundai Corretora de Seguros Ltda.

Insurance Broker

1,000 

50.00% 

Controlled by Webmotors S.A.

Loop Gestão de Pátios S.A. (Loop)

Other Activities

23,243 

51.00% 

Controlled by TecBan

Tbnet Comércio, Locação e Administração Ltda. (Tbnet)

Other Activities

532,426 

18.98% 

Controlled by Tebnet

Tbforte Segurança e Transporte de Valores Ltda. (Tbforte)

Other Activities

517,505 

18.98% 

Controlled by Olé Consignado

Crediperto Promotora de Vendas e Cobrança Ltda.

Other Activities

6,950 

100.00% 

Olé Tecnologia Ltda.

Other Activities

450 

100.00% 

Affiliate of Banco Santander

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

Other Activities

1,679 

21.75% 

21.75% 

b.3) 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 (atual denominação do BRL V - Fundo de Investimento Imobiliário - FII) (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);

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

·         Fundo de Investimentos em Direitos Creditórios Atacado – Não Padronizado (6).

(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 was a creditor for certain overdue credit operations that had real estate as collateral. The operation for the recovery of these credits consists of the contribution of properties as collateral to the capital of the Real Estate Investment Fund and the consequent transfer of the Fund's quotas to Banco Santander, by means of a payment in payment of the aforementioned credit operations.

(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)     Refers to a structure in which Banco Santander sold certain credit operations, which had already been transferred to losses (operations overdue for more than 360 days) to this fund. Atual Serviços de Recuperação de Creditos e Meios Digitais S.A. (current corporate name of Atual Companhia Securitizadora de Creditos Financeiros) (Note 2.b.1), a company controlled by Banco Santander, holds 100% of the shares in this fund.

(6)     This fund started to be consolidated in June 201 and is indirectly controlled by Atual Serviços de Recuperação de Créditos e Meios Digitais S.A.

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) Disposal of the equity interest held in Super Payments and Administration of Means of Electronic Media S.A.

On February 28, 2020, the sale to Superdigital Holding Company, SL of a company indirectly controlled by Banco Santander, SA, of the shares representing the entire share capital of Super Payments and Administração de Meios Eletrônico SA (“Superdigital”) for the amount R$270 million. As a result, the Company is no longer a shareholder of Superdigital.

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 Banco Santander (Brazil) S.A. (“Banco Santander”).

On December 20, 2019, the parties entered into a binding agreement for the acquisition, by Banco Santander, of the all the shares issued by Bosan Participações S.A. (holding company whose only asset are shares representing 40% of the capital of Banco Olé), for the total amount of R$1,600,000 (“Operation”), to be paid on the closing date of the Operation.

On January 31, 2020, the Company and the shareholders of Bosan Participações SA (“Bosan”) concluded the definitive agreement and signed the purchase and sale agreement for 100% of the shares issued by Bosan, through the transfer of Bosan's shares to Company and payment to sellers in the total amount of R$1,608,772. As a result, Banco Santander became, directly and indirectly, the holder of 100% of Banco Olé's shares.

c) Acquisition of direct equity interest in Toque Fale Serviços de Telemarketing LTDA.

On March 24, 2020, the Company acquired shares representing the total share capital of Toque Fale Serviços de Telemarketing LTDA (“Toque Fale”) for the amount of R$1,099,854.72, corresponding to the equity value of the quotas on February 29, 2020, previously held by Getnet Adquirência e Serviços para Means of Payment SA and Auttar HUT Processamento de Dados LTDA. As a result, the Company became a direct shareholder of Toque Fale and holder of 100% of its capital.

d) Acquisition of residual equity interest in Return Capital Serviços e Recuperação de Crédito S.A.

On November 1, 2019, Atual Serviços de Recuperação de Creditos e Meios Digitais SA (“Atual”), wholly owned subsidiary of Banco Santander, and the minority shareholders of Return Capital Serviços e Recuperação de Crédito SA (“Return Capital”) celebrated Return Capital Stock Purchase and Sale Agreement, in which Atual acquired all the shares of minority shareholders, corresponding to 30% of Return Capital's share capital. The acquisition was completed on November 1, 2019, so Atual now holds 100% of the shares representing Return Capital's share capital.

e) Acquisition of Summer Empreendimentos Ltda.

On May 14, 2019, Banco Santander (Brasil) S.A. 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 purchase and sale negotiation of quotas representing Summer's total share capital. 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 share capital. Due to the Entity's sale plan in the term term, Summer was initially recorded as Non-Current Assets Held by the Sale, at its cost value. In June 2020, with the failure to execute the established plan, Summer became part of the scope of Banco Santander Consolidated Financial Statements.

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.

Resolution nº. 4,803 of April 9, 2020, which came into force as of its publication date and allows operations renegotiated in the period from March 1 to September 30, 2020 to be reclassified to the level at which they were classified on the day February 29, 2020, except for operations that on February 29, 2020 had a delay equal to or greater than fifteen days in the payment of the installment of principal or charges and operations that show evidence that they will not be honored in the new conditions.

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 CMN nº 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.

Financial instruments are initially recognized at fair value and those that are not measured at fair value through profit or loss are adjusted for transaction costs, financial assets and liabilities are subsequently measured at the end of each period using valuation techniques. This calculation is based on assumptions, which take into account the Management's judgment based on information and market conditions existing at the balance sheet date.

Banco Santander classifies the measurements at fair value using the hierarchy of fair value that reflects the model used in the measurement process, and is in accordance with the following hierarchical levels:

Level 1: Determined on the basis of public (unadjusted) quoted prices in highly active markets for identical assets and liabilities, these include public debt securities, stocks, derivatives listed.

Level 2: They are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).

Level 3: They are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Level 1: The securities with high liquidity and quoted prices in active market are classified as level 1. At this level there were classified most of the Brazilian Government Securities (mainly LTN, LFT, NTN-B, NTN-C and NTN-F), shares in stock exchange and other securities traded in the active market. Derivatives traded on stock exchanges are classified at level 1 of the hierarchy.

Level 2: When quoted price cannot be observed, the Management, using its own internal models, make its best estimate of the price that would be set by the market. These models use data based on observable market parameters as an important reference. Various techniques are used to make these estimates, including the extrapolation of observable market data and extrapolation techniques. The best evidence of fair value of a financial instrument on initial recognition is the transaction price, unless the fair value of the instrument can be obtained from other market transactions carried out with the same instrument or similar instruments or can be measured using a valuation technique in which the variables used include only data from observable market, especially interest rates. These securities are classified at level 2 of the fair and compound securities hierarchy, mainly by Government Bonds (mainly NTN-A), committed and Cancelable LCI and in a less liquid market than those classified at level 1. For derivatives traded over the counter, for the valuation of financial instruments (basically swaps and options), observable market data such as exchange rates, interest rates, volatility, correlation between indices and market liquidity are normally used. In the pricing of the mentioned financial instruments, the Black-Scholes model methodology (exchange rate options, interest rate index options, caps and floors) and the present value method (discounting future values ​​by market curves).

Level 3: When there is information that is not based on observable market data, Banco Santander uses internally developed models, from curves generated according to the internal model. At level 3, low liquidity instruments are classified. Derivatives that are not traded on the stock exchange and that do not have observable information in an active market were classified as level 3, and are composed, including exotic derivatives.

The Bank's financial instruments measured and recorded at their fair value are substantially priced based on public prices quoted in active markets and for identical instruments (level 1) or have their pricing derived from observable inputs as an important reference (level 2). For financial instruments not measured at fair value, there are no significant differences between this and the book value at which they are recorded.

i) Credit portfolio and provision for losses

The credit portfolio includes credit operations, leasing operations, advances on foreign exchange contracts and other credits with credit granting characteristics. It is stated at present value, considering the indexes, interest rates and agreed charges, calculated pro rata day until the balance sheet date. For operations overdue from 60 days, the recognition in revenue will only occur when it is actually received.

Normally, the Bank writes off credits for losses when they are overdue for more than 360 days. In the case of long-term credit operations (over 3 years), they are written off when they are 540 days overdue. The credit operation written off for loss is recorded in a memorandum account for a minimum period of 5 years and while all collection procedures have not been exhausted.

Credit assignments without risk retention result in the write-off of the financial assets subject to the transaction, which are now kept in a memorandum account. The result of the assignment is fully recognized when it is realized.

As of January 2012, as determined by CMN Resolution No. 3,533/2008 and CMN Resolution No. 3,895/2010, all credit assignments with substantial risk retention will have their results recognized for the remaining terms of the operations, and financial assets assignment objects remain recorded as credit operations and the amount received as obligations for sale or transfer of financial assets.

Provisions for credit operations are based on the analysis of outstanding credit operations (past due and falling due), past experience, future expectations and specific risks of the portfolios and the risk assessment policy of Management in setting up provisions, as established by CMN Resolution No. 2,682/1999.

i.1) Credit Operation Restructuring

Resolution No. 4,782 of March 16, 2020, subsequently amended by Resolution No. 4,791 of March 26, 2020, which came into force as of its publication date, determines that in cases of restructuring of credit operations carried out up to September 30, 2020, the restructuring is no longer an indicator for considering problematic assets. In case this classification has already been made considering exclusively the restructuring characteristic, the risk exposure as a problematic asset can be reversed. The Resolution determines that this rule does not apply to operations that were already classified as problematic on the date of publication of the Resolution and operations that present evidence that they will not be honored in the new conditions.

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 during the duration of the beneficiary's employment contract, 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 might cost more than estimated.

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. The rate of Social Contribution Tax on Net Profit (CSLL), for banks of any kind, was increased from 15% to 20% effective as of March 1, 2020, pursuant to article 32 of Constitutional Amendment 103, published on November 13, 2019.

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 of Assets

The financial and non-financial assets are valued at the end of each period 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) Results-based Payments and Advances

Resolution No. 4,797 was revoked, and replaced by Resolution No. 4820, which takes effect from May 29, 2020 and determines that financial institutions and other institutions authorized to operate by the Central Bank of Brazil are prevented from:

(i)             remunerate own capital, including in the form of prepayment, above:

(a)    amount equivalent to the minimum mandatory dividend, including in the form of interest on capital, in the case of institutions incorporated in the form of a joint stock company;

(b)    amount equivalent to the minimum profit distribution established in the articles of association in the case of institutions incorporated in the form of limited liability companies

(ii)            repurchase own shares (it will only be allowed if through stock exchanges or an organized over-the-counter market, up to the limit of 5% (five percent) of the shares issued, including the shares recorded in treasury at the entry into force of this Resolution);

(iii)           Reduce the social capital, except in cases that are mandatory, in accordance with the governing legislation or when approved by the Central Bank;

(iv)           increase any remuneration, fixed or variable, of directors and members of the board of directors, in the case of corporation, administrators, in the case of limited companies;

The amounts subject to the aforementioned prohibitions cannot be subject to a future disbursement obligation, and these prohibitions apply as of the publication date of Resolution No. 4,797 (on April 6, 2020) and December 31, 2020 and must be observed regardless of the maintenance of funds in an amount higher than the Additional Principal Capital (ACP), which are dealt with in Resolutions No. 4,193, of March 1, 2013, and 4,783, of March 16, 2020.

Any anticipation of the amounts mentioned in items "a" and "b" of item I must be carried out onservatively, consistent and compatible with the uncertainties of the current economic situation.

w) 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.

x) Non-Controlling Interest

The non-controlling interests (minority interests) is recorded in a separate equity account of the controlling entity in the consolidated financial statements.

y) 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.

4.     Cash and Cash Equivalents

Bank

6/30/2020

12/31/2019

12/31/2018

Cash

20,790,248 

9,543,649 

11,358,459 

Interbank Investments

17,107,129 

11,877,783 

14,496,489 

Money Market Investments

12,744,453 

110,746 

4,925,769 

Interbank Deposits

1,062,210 

1,465,065 

1,702,653 

Foreign Currency Investments

3,300,466 

10,301,972 

7,868,067 

Total

37,897,377 

21,421,432 

25,854,948 

Consolidated

6/30/2020

12/31/2019

12/31/2018

Cash

22,654,686 

9,924,644 

11,629,112 

Interbank Investments

16,725,591 

11,519,019 

13,656,870 

Money Market Investments

12,744,453 

110,746 

4,925,769 

Interbank Deposits

679,822 

1,105,446 

862,449 

Foreign Currency Investments

3,301,316 

10,302,827 

7,868,652 

Total

39,380,277 

21,443,663 

25,285,982 

5.     Interbank Investments

Bank

6/30/2020

12/31/2019

Up to 3 Months

From 3 to 12 Months

Over 12 Months

Total

Total

Money Market Investments

24,726,697 

16,286,072 

41,012,769 

28,703,365 

Own Portfolio

3,639,593 

3,639,593 

821,425 

Financial Treasury Bills - LFT

14,930 

14,930 

10,500 

National Treasury Bills - LTN

1,805,192 

1,805,192 

National Treasury Notes - NTN

1,819,471 

1,819,471 

810,925 

Third-party Portfolio

11,480,987 

5,850,231 

17,331,218 

9,011,703 

National Treasury Bills - LTN

1,069,321 

1,463,384 

2,532,705 

457,427 

National Treasury Notes - NTN

10,411,666 

4,386,847 

14,798,513 

8,554,276 

Sold Position

9,606,117 

10,435,841 

20,041,958 

18,870,237 

National Treasury Bills - LTN

115,913 

2,314,246 

2,430,159 

2,906,634 

National Treasury Notes - NTN

9,490,204 

8,121,595 

17,611,799 

15,963,603 

Interbank Deposits

13,053,643 

45,970,618 

32,847,463 

91,871,724 

76,924,193 

Foreign Currency Investments

3,300,466 

3,300,466 

10,301,972 

Total

41,080,806 

62,256,690 

32,847,463 

136,184,959 

115,929,530 

 

Consolidated

6/30/2020

12/31/2019

Up to 3 Months

From 3 to 12 Months

Over 12 Months

Total

Total

Money Market Investments

24,730,872 

16,286,072 

41,016,944 

28,703,365 

Own Portfolio

3,643,768 

3,643,768 

821,425 

Financial Treasury Bills - LFT

19,105 

19,105 

10,500 

National Treasury Bills - LTN

1,531,523 

1,531,523 

National Treasury Notes - NTN

2,093,140 

2,093,140 

810,925 

Third-party Portfolio

11,480,987 

5,850,231 

17,331,218 

9,011,703 

National Treasury Bills – LTN

1,069,321 

1,463,384 

2,532,705 

457,427 

National Treasury Notes – NTN

10,411,666 

4,386,847 

14,798,513 

8,554,276 

Sold Position

9,606,117 

10,435,841 

20,041,958 

18,870,237 

National Treasury Bills – LTN

115,913 

2,314,246 

2,430,159 

2,906,634 

National Treasury Notes – NTN

9,490,204 

8,121,595 

17,611,799 

15,963,603 

Interbank Deposits

1,013,576 

3,292,632 

647,728 

4,953,936 

4,361,302 

Foreign Currency Investments

3,301,316 

3,301,316 

10,302,827 

Total

29,045,764 

19,578,704 

647,728 

49,272,196 

43,367,494 


6.     Securities and Derivatives Financial Instruments

a)     Securities

I) By Category

Bank

Consolidated

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Effect of Adjustment to Fair Value on:

Effect of Adjustment to Fair Value on:

Amortized Cost

Income

Equity

Carrying Amount

Carrying Amount

Amortized Cost

Income

Equity

Carrying Amount

Carrying Amount

Trading Securities

46,099,410 

523,469 

46,622,879 

32,557,896 

56,490,486 

269,258 

56,759,744 

35,977,471 

Government Securities

45,653,023 

517,245 

46,170,268 

30,755,634 

52,841,961 

263,034 

53,104,995 

33,158,573 

Private Securities

446,387 

6,224 

452,611 

1,802,262 

3,648,525 

6,224 

3,654,749 

2,818,898 

Available-for-Sale Securities

128,755,989 

1,840,984 

5,206,390 

135,803,363 

118,508,274 

134,136,751 

1,840,984 

5,068,522 

141,046,257 

128,296,445 

Government Securities

98,894,890 

1,800,629 

4,657,448 

105,352,967 

89,526,633 

105,734,614 

1,800,629 

4,519,466 

112,054,709 

98,943,695 

Private Securities

29,861,099 

40,355 

548,942 

30,450,396 

28,981,641 

28,402,137 

40,355 

549,056 

28,991,548 

29,352,750 

Held-to-Maturity Securities

15,758,476 

15,758,476 

11,739,597 

15,758,476 

15,758,476 

11,739,597 

Government Securities

15,352,363 

15,352,363 

11,275,488 

15,352,363 

15,352,363 

11,275,488 

Private Securities

406,113 

406,113 

464,109 

406,113 

406,113 

464,109 

Total Securities

190,613,875 

2,364,453 

5,206,390 

198,184,718 

162,805,767 

206,385,713 

2,110,242 

5,068,522 

213,564,477 

176,013,513 

II) Trading Securities

Bank

06/30/2020

12/31/2019

By Maturity

06/30/2020

Trading Securities

Amortized Cost

Adjustment to Fair Value -  Income

Carrying Amount

Carrying Amount

Without Maturity

Up to 3 Months

From 3 to 12 Months

From 1 to 3 Years

Over 3 Years

Total

Government Securities

45,653,023 

517,245 

46,170,268 

30,755,634 

6,886,852 

8,660,729 

9,833,919 

20,788,768 

46,170,268 

Financial Treasury Bills - LFT

2,020,695 

520 

2,021,215 

3,158,889 

795,650 

613,577 

413,452 

198,536 

2,021,215 

National Treasury Bills – LTN

13,711,213 

60,109 

13,771,322 

6,838,515 

2,096,655 

3,424,389 

3,333,079 

4,917,199 

13,771,322 

National Treasury Notes - NTN

29,211,095 

441,800 

29,652,895 

20,687,308 

3,658,744 

4,265,822 

6,072,458 

15,655,871 

29,652,895 

Agricultural Debt Securities – TODA

54,380 

4,675 

59,055 

70,922 

5,157 

24,274 

14,386 

15,238 

59,055 

Brazilian Foreign Debt Notes

653,714 

10,140 

663,854 

330,526 

332,667 

252 

409 

663,854 

Debentures

1,926 

1,927 

120 

292 

1,515 

1,927 

Private Securities

446,387 

6,224 

452,611 

1,802,262 

203,001 

7,099 

10,900 

26,609 

205,002 

452,611 

Investment Fund Shares

198,755 

4,246 

203,001 

834,063 

203,001 

203,001 

Debentures

210,519 

2,108 

212,627 

439,819 

6,698 

10,753 

19,980 

175,196 

212,627 

Eurobonds

492,774 

Certificates of Real Estate Receivables - CRI

13,396 

(138) 

13,258 

22,869 

(3) 

3,015 

10,246 

13,258 

Certificates of Agribusiness Receivables - CRA

23,717 

23,725 

12,737 

401 

150 

3,614 

19,560 

23,725 

Total

46,099,410 

523,469 

46,622,879 

32,557,896 

203,001 

6,893,951 

8,671,629 

9,860,528 

20,993,770 

46,622,879 

 

Consolidated

06/30/2020

12/31/2019

By Maturity

06/30/2020

Trading Securities

Amortized Cost

Adjustment to Fair Value -  Income

Carrying Amount

Carrying Amount

Without Maturity

Up to 3 Months

From 3 to 12 Months

From 1 to 3 Years

Over 3 Years

Total

Government Securities

52,841,961 

263,034 

53,104,995 

33,158,573 

6,991,957 

12,858,225 

10,186,009 

23,068,804 

53,104,995 

Financial Treasury Bills - LFT

6,839,340 

754 

6,840,094 

3,530,356 

900,755 

4,811,072 

613,772 

514,495 

6,840,094 

National Treasury Bills – LTN

13,711,213 

60,109 

13,771,322 

6,838,515 

2,096,655 

3,424,390 

3,333,078 

4,917,199 

13,771,322 

National Treasury Notes - NTN

31,581,388 

187,355 

31,768,743 

22,718,780 

3,658,744 

4,265,822 

6,224,229 

17,619,948 

31,768,743 

Agricultural Debt Securities – TODA

54,380 

4,675 

59,055 

70,922 

5,157 

24,274 

14,386 

15,238 

59,055 

Brazilian Foreign Debt Notes

653,714 

10,140 

663,854 

330,526 

332,667 

252 

409 

663,854 

Debentures

1,926 

1,927 

120 

292 

1,515 

1,927 

Private Securities

3,648,525 

6,224 

3,654,749 

2,818,898 

2,161,602 

7,098 

1,254,438 

26,609 

205,002 

3,654,749 

Shares

1,093,370 

1,093,370 

665,075 

1,093,370 

1,093,370 

Investment Fund Real Estate

1,063,986 

4,246 

1,068,232 

1,068,068 

1,068,232 

1,068,232 

Investment Fund Shares

36,067 

Debentures

1,421,757 

2,108 

1,423,865 

439,819 

6,697 

1,221,992 

19,980 

175,196 

1,423,865 

Eurobonds

492,774 

Certificates of Real Estate Receivables - CRI

13,396 

(138) 

13,258 

22,869 

(3) 

3,015 

10,246 

13,258 

Certificates of Agribusiness Receivables - CRA

23,717 

23,725 

12,737 

401 

150 

3,614 

19,560 

23,725 

Bill of Exchange

32,299 

32,299 

81,489 

32,299 

32,299 

Total

56,490,486 

269,258 

56,759,744 

35,977,471 

2,161,602 

6,999,055 

14,112,663 

10,212,618 

23,273,806 

56,759,744 

 

III) Available-for-Sale Securities

Bank

Bank

 

06/30/2020

12/31/2019

By Maturity

06/30/2020

 

Effect of Adjustment to Fair Value on:

 

Available-for-Sale Securities

Amortized Cost

Income

Equity

Carrying Amount

Carrying Amount

Without Maturity

Up to 3 Months

From 3 to 12 Months

From 1 to 3 Years

Over 3 Years

Total

 

Government Securities

98,894,890 

1,800,629 

4,657,448 

105,352,967 

 

89,526,633 

10,032,878 

7,942,246 

30,707,521 

56,670,322 

105,352,967 

 

Treasury Certificates – CFT

1,070 

166 

1,236 

 

1,165 

1,236 

1,236 

 

Securitized Credit

632 

36 

668 

 

136 

432 

100 

668 

 

Financial Treasury Bills – LFT

20,514,534 

150 

20,514,684 

 

11,151,613 

11,402 

3,167,758 

6,941,865 

10,393,659 

20,514,684 

 

National Treasury Bills - LTN

32,606,879 

443,041 

680,413 

33,730,333 

 

30,984,931 

8,665,354 

14,559,685 

10,505,294 

33,730,333 

 

National Treasury Notes - NTN (2)

43,073,580 

1,357,588 

3,934,217 

48,365,385 

 

47,388,924 

1,355,986 

2,815,872 

9,204,635 

34,988,892 

48,365,385 

 

Mexican Foreign Debt Bonds

1,915,718 

 

42,466 

1,958,184 

 

1,958,184 

1,958,184 

 

C-bonds

782,477 

 

782,477 

 

782,477 

782,477 

 

Private Securities

29,861,099 

40,355 

 

548,942 

30,450,396 

 

28,981,641 

2,283,140 

1,347,430 

6,634,352 

8,969,130 

11,216,344 

30,450,396 

 

Shares

320 

(268) 

 

52 

 

60 

52 

52 

 

Investment Funds

2,212,533 

 

2,212,533 

 

3,963,540 

2,212,533 

2,212,533 

 

Debentures (1)

12,277,516 

40,623 

 

370,403 

12,688,542 

 

11,915,052 

307,540 

1,032,696 

4,437,509 

6,910,797 

12,688,542 

 

Promissory Notes - NP

5,455,232 

 

58,183 

5,513,415 

 

4,696,855 

205,946 

2,699,886 

2,445,706 

161,877 

5,513,415 

 

Financial Bills – LF

452,672 

 

8,022 

460,694 

 

192,804 

196,214 

264,480 

460,694 

 

Certificates of Real Estate Receivables - CRI

20,400 

 

226 

20,626 

 

36,680 

16,875 

3,751 

20,626 

 

Certificates of Agribusiness Receivables – CRA

33,246 

 

(2,056) 

31,190 

 

36,680 

31,190 

31,190 

 

Brazilian Foreign Debt Bonds (Global Bonds)

3,339,028 

 

70,938 

3,409,966 

 

3,311,195 

3,409,966 

3,409,966 

 

Rural Product Note – CPR

6,070,152 

43,226 

6,113,378 

4,828,775 

70,555 

637,730 

2,884,895 

1,821,435 

698,763 

6,113,378 

 

Total

128,755,989 

1,840,984 

5,206,390 

135,803,363 

118,508,274 

2,283,140 

11,380,308 

14,576,598 

39,676,651 

67,886,666 

135,803,363 

 

 

Consolidated

06/30/2020

12/31/2019

By Maturity

06/30/2020

Effect of Adjustment to Fair Value on:

Available-for-Sale Securities

Amortized Cost

Income

Equity

Carrying Amount

Carrying Amount

Without Maturity

Up to 3 Months

From 3 to 12 Months

From 1 to 3 Years

Over 3 Years

Total

Government Securities

105,734,614 

1,800,629 

4,519,466 

112,054,709 

98,943,695 

10,391,875 

10,903,435 

33,190,109 

57,569,290 

112,054,709 

Treasury Certificates - CFT

1,070 

166 

1,236 

1,165 

1,236 

1,236 

Securitized Credit

632 

36 

668 

136 

432 

100 

668 

Financial Treasury Bills - LFT

22,582,218 

419 

22,582,637 

16,547,365 

370,399 

4,089,654 

7,557,107 

10,565,477 

22,582,637 

National Treasury Bills - LTN

34,504,825 

443,041 

592,249 

35,540,115 

32,500,648 

8,665,354 

237,441 

16,132,025 

10,505,295 

35,540,115 

National Treasury Notes - NTN (2)

45,947,674 

1,357,588 

3,884,130 

51,189,392 

49,894,517 

1,355,986 

4,617,724 

9,499,641 

35,716,041 

51,189,392 

Mexican Foreign Debt Bonds

1,915,718 

42,466 

1,958,184 

1,958,184 

1,958,184 

Spanish Foreign Debt Bonds

782,477 

782,477 

782,477 

782,477 

Private Securities

28,402,137 

40,355 

549,056 

28,991,548 

29,352,750 

1,113,372 

1,347,433 

6,337,950 

8,976,449 

11,216,344 

28,991,548 

Investment Fund Shares in Participation - FIP

66,032 

(268) 

65,764 

82,387 

65,764 

65,764 

Investment Fund Shares

938,531 

938,531 

3,082,832 

933,090 

5,441 

938,531 

Investment Fund Real Estate

43,850 

114 

43,964 

57,531 

43,964 

43,964 

Debentures (1)

11,981,024 

40,623 

370,403 

12,392,050 

13,063,691 

307,541 

736,203 

4,437,509 

6,910,797 

12,392,050 

Eurobonds

3,339,028 

70,938 

3,409,966 

3,311,195 

3,409,966 

3,409,966 

Promissory Notes - NP

5,455,230 

58,183 

5,513,413 

4,696,855 

205,947 

2,699,886 

2,445,703 

161,877 

5,513,413 

Financial Bills - LF

452,672 

8,022 

460,694 

192,804 

196,214 

264,480 

460,694 

Certificates of Real Estate Receivables - CRI

20,400 

226 

20,626 

36,680 

16,875 

3,751 

20,626 

Certificates of Agribusiness Receivables - CRA

33,246 

(2,056) 

31,190 

31,190 

31,190 

Certificates of Time Deposits - CDB

1,972 

(2,056) 

31,190 

31,190 

31,190 

Rural Product Note - CPR

6,070,152 

1,972 

91 

1,881 

1,972 

Total

134,136,751 

1,840,984 

5,068,522 

141,046,257 

128,296,445 

1,113,372 

11,739,308 

17,241,385 

42,166,558 

68,785,634 

141,046,257 

(1) In the Bank and Consolidated, includes securities issued by a mixed capital company and R$247,604 (12/31/2019 - R$ 262,027) in securities available for sale.

(2) As of June 30, 2020, the amount of 1,040,000 in the amount of R$1,710 (12/31/2019 - 1,140,000 in the amount of R$ 1,229,297) of National Treasury Notes - NTN, is linked to the obligation assumed by Banco Santander to cover the reserves to be amortized under Plan V of the Social Security Fund (Banesprev).

 

IV) Held-to-Maturity Securities

Bank/Consolidated

By Maturity

06/30/2020

Amortized Cost

From 3 to 12 Months

From 1 to 3 Years

Over 3 Years

Held-to-Maturity Securities (1)

06/30/2020

12/31/2019

Total

Government Securities

15,352,363 

11,275,488 

1,795,666 

641,109 

12,750,012 

15,352,363 

National Treasury Notes - NTN

4,635,059 

3,414,897 

11,561 

4,623,498 

4,635,059 

Brazilian Foreign Debt Bonds

10,717,304 

7,860,591 

1,784,105 

641,109 

8,126,514 

10,717,304 

Private Securities

406,113 

464,109 

406,113 

406,113 

Certificates of Agribusiness Receivables - CRA

406,113 

464,109 

406,113 

406,113 

Total

15,758,476 

11,739,597 

2,201,779 

641,109 

12,750,012 

15,758,476 

(1) The market value of held to maturity securities is R$16,390,467 (12/31/2019 - R$12,514,855).

For the semester ended June 30, 2020, there were no disposals of federal government securities and other securities classified in the category of securities 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.

For the semester ended June 30, 2020, there was a reclassification of securities available for sale to securities under negotiation for the Investment Fund Quotas of the company Banco Hyundai S.A. in the Santander Group investment fund SBAC Referenced DI Private Credit, due to the revision of the Administration's intention regarding this application. Said reclassification does not change the asset's pricing.

V) Financial Income - Securities Transactions

Bank

Consolidated

 01/01 to 06/30/2020

 01/01 to 06/30/2019

 01/01 to 06/30/2020

 01/01 to 06/30/2019

Income From Fixed-Income Securities (1)

50,164,662 

8,967,151 

50,476,005 

9,640,374 

Income From Interbank Investments

3,800,263 

3,984,717 

1,982,369 

1,725,392 

Income From Variable-Income Securities

(57,969) 

62,482 

(27,381) 

5,297 

Financial Income of Pension and Capitalization 

87,236 

66,601 

Provision for Impairment Losses (2)

(159,678) 

26,614 

(159,678) 

26,614 

Others (3)

(3,173,280) 

124,496 

(3,156,159) 

108,537 

Total

50,573,998 

13,165,460 

49,202,392 

11,572,815 

(1) Includes exchange variation revenue in the amount of R$35,300,291 in the Bank and in the Consolidated (2019 - revenue of R$473,791 in the Bank and in the Consolidated).

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

(3) Includes the net valuation of investment fund shares and interest and exchange variation expenses in the amount of R$171,433 in the Bank and in the Consolidated (2019 - expense of R$144,262 in the Bank and in the Consolidated).

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

For better presentation, as of the Financial Statements of 30 June 2020, swap operations will be presented showing the balances of the differentials receivable and payable separately, without compensation. The reference values ​​are now presented without the addition of the updated equity position of the referred contracts, the disclosure of the previous period was modified for comparison purposes.

Below, the composition of the Derivative Financial Instruments portfolio (Assets and Liabilities) by type of instrument, demonstrated by their market value:

Bank

Consolidated

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Assets

Liabilities

Assets

Liabilities

Assets

Liabilities

Assets

Liabilities

Swap - Differential Receivable

18,469,130 

21,286,994 

8,620,854 

10,167,632 

16,670,092 

20,511,582 

14,625,238 

16,701,678 

Options to Exercise Awards

4,064,815 

3,755,628 

886,927 

1,593,625 

4,333,238 

4,001,589 

1,065,752 

1,699,729 

Term Contract and Other Contracts

17,571,923 

17,125,684 

1,678,454 

2,221,955 

17,617,268 

17,125,684 

1,750,150 

2,221,955 

Total

40,105,868 

42,168,306 

11,186,235 

13,983,212 

38,620,598 

41,638,855 

17,441,140 

20,623,362 

 

II) Derivatives Recorded in Memorandum Accounts and Balance Sheets

Bank

06/30/2020

12/31/2019

Trading

Notional (1)

Cost

Fair Value

Notional (1)

Cost

Fair Value

Swap

(3,697,691)

(2,817,864)

(1,941,477)

(1,546,779)

Assets

317,252,715 

13,222,891 

18,469,130 

265,269,199 

2,910,364 

8,620,854 

CDI (Interbank Deposit Rates)

51,756,098 

5,266,907 

946,719 

41,137,936 

209,224 

199,018 

Fixed Interest Rate - Real

61,616,483 

4,364,213 

9,207,345 

39,637,946 

1,900,884 

6,792,917 

Indexed to Price and Interest Rates

4,848,346 

1,217,284 

1,411,807 

2,954,640 

218,540 

301,476 

Foreign Currency

199,031,788 

2,374,487 

6,903,259 

181,538,677 

581,716 

1,327,443 

Others

Liabilities

317,252,715 

(16,920,582)

(21,286,994)

265,269,199 

(4,851,841)

(10,167,632)

CDI (Interbank Deposit Rates)

45,125,255 

(13,753,555) 

(15,054,892) 

33,151,770 

(3,025,371) 

(94,260) 

Fixed Interest Rate - Real

65,923,196 

(2,927,068) 

(4,076,832) 

53,487,374 

(990,820) 

(7,410,825) 

Indexed to Price and Interest Rates

71,241,806 

(3,620) 

(44,668) 

125,014,868 

(11,658) 

(851,739) 

Foreign Currency

133,843,853 

(232,516) 

(2,105,497) 

52,431,130 

(816,100) 

(1,685,199) 

Others

1,118,605 

(3,823) 

(5,105) 

1,184,057 

(7,892) 

(125,609) 

Options

1,259,185,031 

(256,110)

309,187 

1,446,691,032 

(713,535)

(706,698)

Purchased Position

609,995,618 

1,339,024 

4,064,815 

678,193,198 

641,222 

886,927 

Call Option - Foreign Currency

1,823,658 

22,864 

16,596 

223,477 

1,318 

34 

Put Option - Foreign Currency

1,105,448 

42,451 

57,193 

1,508,663 

473 

4,865 

Call Option - Other

55,146,515 

261,779 

931,511 

98,154,363 

295,668 

136,084 

Interbank Market

55,146,515 

261,779 

931,511 

98,154,363 

295,668 

136,174 

Others (2)

(90) 

Put Option - Other

551,919,997 

1,011,930 

3,059,515 

578,306,695 

343,763 

745,944 

Interbank Market

1,671,056 

490 

43,915 

578,306,695 

343,763 

746,006 

Others (2)

550,248,941 

1,011,440 

3,015,600 

(62) 

Sold Position

649,189,413 

(1,595,134)

(3,755,628)

768,497,834 

(1,354,757)

(1,593,625)

Call Option - Foreign Currency

1,479,491 

(43,089) 

(38,538) 

254,944 

(3,102) 

(1,471) 

Put Option - Foreign Currency

1,692,538 

(79,726) 

(137,866) 

315,601 

(1,528) 

(4,340) 

Call Option - Other

66,980,315 

(222,951) 

(10,275) 

174,166,801 

(562,827) 

(428,690) 

Interbank Market

1,731,059 

(56,473) 

(10,275) 

174,166,801 

(562,827) 

(428,617) 

Others (2)

65,249,256 

(166,478) 

(73) 

Put Option - Other

579,037,069 

(1,249,368) 

(3,568,949) 

593,760,488 

(787,300) 

(1,159,124) 

Interbank Market

579,037,069 

(1,249,368) 

(3,568,949) 

593,760,488 

(787,300) 

(1,159,037) 

Others (2)

(87) 

Futures Contracts

259,465,161 

432,564,396 

Purchased Position

118,131,232 

72,332,139 

Exchange Coupon (DDI)

15,478,695 

7,105,006 

Interest Rates (DI1 and DIA)

101,504,008 

55,430,519 

Foreign Currency

9,781,856 

Indexes (3)

1,098,993 

Treasury Bonds/Notes

49,536 

14,758 

Sold Position

141,333,929 

360,232,257 

Exchange Coupon (DDI)

44,462,389 

145,668,039 

Interest Rates (DI1 and DIA)

74,084,637 

196,170,105 

Foreign Currency

20,474,263 

17,208,599 

Indexes (3)

290,254 

Treasury Bonds/Notes

2,312,640 

895,261 

Forward Contracts and Others

136,357,073 

1,794,359 

446,239 

99,514,896 

(900,818)

(543,501)

Purchased Commitment

79,023,024 

3,605,118 

17,571,923 

50,216,458 

(269,708)

1,678,454 

Currencies

72,497,383 

3,605,118 

17,541,869 

50,215,375 

(269,708) 

1,677,364 

Others

6,525,641 

30,054 

1,083 

1,090 

Sell Commitment

57,334,049 

(1,810,759)

(17,125,684)

49,298,438 

(631,110)

(2,221,955)

Currencies

54,312,921 

(1,810,759) 

(17,125,638) 

49,294,662 

(631,085) 

(2,221,955) 

Others

3,021,128 

(46) 

3,776 

(25) 

 

Consolidated

06/30/2020

12/31/2019

Trading

Notional (1)

Cost

Fair Value

Notional (1)

Cost

Fair Value

Swap

(3,697,691)

(3,841,490)

(1,941,477)

(2,076,440)

Assets

292,627,687 

13,222,891 

16,670,092 

279,253,821 

2,910,364 

14,625,238 

CDI (Interbank Deposit Rates)

46,684,906 

5,266,907 

4,219,016 

40,341,402 

209,224 

6,231,769 

Fixed Interest Rate - Real

67,511,912 

4,364,213 

9,207,345 

45,240,041 

1,900,884 

6,792,920 

Indexed to Price and Interest Rates

3,961,645 

1,217,284 

1,411,806 

2,169,578 

218,540 

301,476 

Foreign Currency

174,469,224 

2,374,487 

1,831,925 

191,502,800 

581,716 

1,299,073 

Others

Liabilities

291,389,274 

(16,920,582)

(20,511,582)

279,197,765 

(4,851,841)

(16,701,678)

CDI (Interbank Deposit Rates)

30,507,028 

(13,753,555) 

(15,054,891) 

24,273,545 

(3,025,371) 

(94,260) 

Fixed Interest Rate - Real

46,511,641 

(2,927,068) 

(4,076,832) 

69,561,856 

(990,820) 

(13,061,820) 

Indexed to Price and Interest Rates

71,241,806 

(3,620) 

730,744 

125,014,868 

(11,658) 

(1,681,390) 

Foreign Currency

142,010,194 

(232,516) 

(2,105,497) 

59,163,439 

(816,100) 

(1,685,199) 

Others

1,118,605 

(3,823) 

(5,106) 

1,184,057 

(7,892) 

(179,009) 

Options

1,289,215,390 

(256,110)

331,649 

1,446,536,131 

(713,535)

(633,977)

Purchased Position

614,545,145 

1,339,024 

4,333,238 

678,089,905 

641,140 

1,065,752 

Call Option - Foreign Currency

1,823,658 

22,864 

16,595 

171,871 

1,318 

(280) 

Put Option - Foreign Currency

1,105,448 

42,451 

(136,539) 

1,456,975 

391 

184,002 

Call Option - Other

58,236,830 

261,779 

931,511 

98,154,363 

295,668 

136,086 

Interbank Market

55,146,515 

261,779 

931,511 

98,154,363 

295,668 

136,177 

Others (2)

3,090,315 

(91) 

Put Option - Other

553,379,209 

1,011,930 

3,521,671 

578,306,695 

343,763 

745,944 

Interbank Market

1,671,056 

490 

43,915 

578,306,695 

343,763 

746,006 

Others (2)

551,708,153 

1,011,440 

3,477,756 

(62) 

Sold Position

674,670,245 

(1,595,134)

(4,001,589)

768,446,227 

(1,354,674)

(1,699,729)

Call Option - Foreign Currency

1,479,491 

(43,089) 

(38,538) 

254,944 

(3,102) 

(1,471) 

Put Option - Foreign Currency

1,692,538 

(79,726) 

(137,866) 

263,994 

(1,445) 

(2,841) 

Call Option - Other

74,968,178 

(222,951) 

(101,728) 

174,166,801 

(562,827) 

(428,393) 

Interbank Market

1,731,059 

(56,473) 

(10,275) 

174,166,801 

(562,827) 

(428,620) 

Others (2)

73,237,119 

(166,478) 

(91,453) 

227 

Put Option - Other

596,530,038 

(1,249,368) 

(3,723,457) 

593,760,488 

(787,300) 

(1,267,024) 

Interbank Market

579,037,069 

(1,249,368) 

(3,568,949) 

593,760,488 

(787,300) 

(1,159,037) 

Others (2)

17,492,969 

(154,508) 

(107,987) 

Futures Contracts

260,108,657 

432,564,399 

Purchased Position

118,209,428 

71,603,247 

Exchange Coupon (DDI)

15,478,695 

7,105,006 

Interest Rates (DI1 and DIA)

101,582,204 

54,701,627 

Foreign Currency

9,781,856 

Indexes (3)

1,098,993 

Treasury Bonds/Notes

49,536 

14,758 

Sold Position

141,899,229 

360,961,152 

Exchange Coupon (DDI)

44,462,389 

146,032,485 

Interest Rates (DI1 and DIA)

74,238,051 

196,170,106 

Foreign Currency

20,474,263 

17,305,604 

Indexes (3)

411,886 

290,254 

Treasury Bonds/Notes

2,312,640 

1,162,703 

Forward Contracts and Others

136,357,073 

1,794,359 

491,584 

99,514,898 

(900,818)

(471,805)

Purchased Commitment

79,023,024 

3,605,118 

17,617,268 

50,216,459 

(269,708)

1,750,150 

Currencies

72,497,383 

3,605,118 

17,541,868 

50,215,376 

(269,708) 

1,677,365 

Others

6,525,641 

75,400 

1,083 

72,785 

Sell Commitment

57,334,049 

(1,810,759)

(17,125,684)

49,298,439 

(631,110)

(2,221,955)

Currencies

54,312,921 

(1,810,759) 

(17,125,638) 

49,294,662 

(631,085) 

(2,221,955) 

Others

3,021,128 

(46) 

3,777 

(25) 

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

(2) Includes Bovespa and S&P indexes.

 

III) Derivative Financial Instruments by Counterparty, Opening by Maturity and Trading Market

Bank

Notional

By Counterparty

By Maturity

Trading Market

06/30/2020

12/31/2019

06/30/2020

06/30/2020

Related

Financial

Up to

From 3 to

Over

Over the Counter (3)

Customers

 Parties

Institutions (1)

Total

Total

 3 Months

12 Months

12 Months

Exchange (2)

Swap

31,993,296 

103,954,605 

181,304,814 

317,252,715 

265,269,199 

42,786,000 

93,547,540 

180,919,176 

123,508,734 

193,743,982 

Options

21,892,330 

273,800 

1,237,018,901 

1,259,185,031 

1,446,691,032 

355,547,226 

836,304,360 

67,333,451 

1,237,456,127 

21,728,910 

Futures Contracts

2,262,268 

257,202,893 

259,465,161 

432,564,396 

111,069,816 

69,557,549 

78,837,799 

259,465,165 

Forward Contracts and Others

64,821,288 

51,740,446 

19,795,339 

136,357,073 

99,514,896 

68,545,042 

39,555,229 

28,256,803 

2,960,264 

133,396,810 

 

Consolidated

Notional

By Counterparty

By Maturity

Trading Market

06/30/2020

12/31/2019

06/30/2020

06/30/2020

Related

Financial

Up to

From 3 to

Over

Over the Counter (3)

Customers

 Parties

Institutions (1)

Total

Total

 3 Months

12 Months

12 Months

Exchange (2)

Swap

31,993,296 

110,040,504 

150,593,887 

292,627,687 

279,253,821 

43,314,668 

127,830,848 

121,482,171 

123,508,734 

169,118,953 

Options

21,892,330 

273,800 

1,267,049,260 

1,289,215,390 

1,446,536,131 

378,165,867 

843,704,371 

67,345,158 

1,237,456,127 

51,759,269 

Futures Contracts

2,262,268 

257,846,389 

260,108,657 

432,564,399 

111,533,299 

69,689,069 

78,886,292 

260,108,660 

Forward Contracts and Others

64,821,288 

51,740,447 

19,795,338 

136,357,073 

99,514,898 

68,545,042 

39,555,229 

28,256,803 

2,960,264 

133,396,810 

(1) Includes operations with B3 S.A. - Brazil, Bolsa, Balcão (B3) and other stock and commodity exchanges as counterparty.

(2) It consists of operations that are included in registration chambers, according to Bacen regulations.

 

IV) 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:

IV.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 or contracts dollar futures (DOL, DDI/DI) as derivatives instruments in Hedge Accounting structures, with foreign currency loan operations being the object of such transactions.

• The Bank has an active loan portfolio originating in Dollar at a fixed rate at 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 corresponding credit protection instrument.

• The Bank has a portfolio of assets indexed to the Euro and traded at offshore branches. 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 a floating or 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 available for sale. To manage this mismatch, the entity contracts DI futures on the Stock Exchange and designates them as a hedging instrument in a hedge accounting structure.

• The Bank has a risk to the IPCA index generated by debentures in the portfolio of securities available for sale. To manage this mismatch, the Bank contracts IPCA (DAP) futures on the Stock Exchange and designates them as a hedging 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 hedging instrument in a hedge accounting 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.

IV.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 dollar swaps versus foreign exchange and designates them as a hedging instrument in a Cash Flow Hedge structure, with the purpose of protecting foreign exchange loans and negotiated with third parties through agency in offshore branches and securities held to maturity of Brazilian foreign debt securities.

• Contracts USD Futures or DDI + DI Futures (Synthetic Dollar 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 operations CDI indexed whose purpose is funding with financial letters (LF), bills of exchange (LC) and Interbank Deposit Certificates (CDI) and designates interest rate swaps as instruments.

In cash flow hedge, the effective portion of the variation in the value of the hedge instrument is temporarily recognized in equity under the caption equity valuation adjustments until the forecasted transactions occur, when that portion is recognized in the income statement. The non-effective portion of the variation in the value of foreign exchange hedge derivatives is recognized directly in the income statement. As of June 30, 2020 and December 31, 2019, no results were recorded for the ineffective portion.

Bank

06/30/2020

12/31/2019

Strategies

Adjustment to Fair Value

Accounting Value

Notional

Adjustment to Fair Value

Accounting Value

Notional

Market Risk Hedge

 Objects (1)

 Instruments (1)

 Objects (1)

 Instruments (1)

 Objects (1)

 Instruments (1)

 Objects (1)

 Instruments (1)

 Objects (1)

 Instruments (1)

 Objects (1)

 Instruments (1)

Swap Contracts

(821,612)

(251,684)

6,182,580 

5,812,935 

8,309,486 

5,668 

601,119 

1,447,179 

2,336,460 

2,867,523 

1,735,340 

1,420,344 

Credit Operations Hedge

(1,177,432) 

(246,101) 

168,025 

212,574 

1,554,496 

60,414 

575,714 

1,254,893 

1,146,503 

1,194,479 

876,548 

Securities Hedge

355,820 

(5,583) 

6,014,555 

5,600,361 

6,754,990 

5,668 

540,705 

551,594 

1,081,567 

1,095,391 

540,862 

543,796 

Futures Contracts

75,504,986 

75,682,850 

75,298,558 

3,000,490 

48,427,614 

36,569,735 

45,854,445 

Securities Hedge

75,504,986 

75,682,850 

75,298,558 

3,000,490 

48,427,614 

36,569,735 

45,854,445 

 

Cash Flow Hedge

Swap Contracts

1,882,123 

1,504,805 

1,704,156 

1,504,805 

602,634 

504,512 

1,888,817 

2,056,007 

1,735,340 

Credit Operations Hedge

56,887 

294,403 

687,239 

738,262 

1,194,479 

Securities Hedge

1,882,123 

1,504,805 

1,704,156 

1,504,805 

545,747 

210,109 

1,201,578 

1,317,745 

540,862 

Futures Contracts

48,156,172 

51,067,813 

46,536,529 

17,726,566 

18,680,868 

3,219,566 

789,631 

Credit Operations Hedge (2)

24,478,506 

26,143,520 

22,859,369 

14,506,878 

15,195,149 

Securities Hedge

23,677,667 

24,924,293 

23,677,160 

3,219,688 

3,485,719 

3,219,566 

789,631 

 

Consolidated

06/30/2020

12/31/2019

Strategies

Adjustment to Fair Value

Accounting Value

Notional

Adjustment to Fair Value

Accounting Value

Notional

Market Risk Hedge

 Objects (1)

 Instruments (1)

 Objects (1)

 Instruments (1)

 Objects (1)

 Instruments (1)

 Objects (1)

 Instruments (1)

 Objects (1)

 Instruments (1)

 Objects (1)

 Instruments (1)

Swap Contracts

(821,612)

(251,684)

6,182,580 

5,981,341 

8,309,486 

5,668 

602,633 

1,283,074 

3,208,463 

4,227,057 

2,605,830 

3,249,742 

Credit Operations Hedge

(1,177,432) 

(246,101) 

168,025 

212,574 

1,554,496 

56,887 

585,670 

2,021,557 

1,398,121 

1,964,670 

1,118,210 

Securities Hedge

355,820 

(5,583) 

6,014,555 

5,768,767 

6,754,990 

5,668 

545,747 

697,404 

1,186,907 

2,828,936 

641,160 

2,131,532 

Futures Contracts

474,589 

75,504,986 

75,682,850 

75,298,558 

3,000,490 

48,427,614 

36,569,735 

45,427,125 

789,631 

Securities Hedge

474,589 

75,504,986 

75,682,850 

75,298,558 

3,000,490 

48,427,614 

36,569,735 

45,427,125 

789,631 

Cash Flow Hedge

Swap Contracts

244,171 

6,432,541 

6,819,427 

1,704,156 

5,163,218 

7,123,121 

7,460,859 

5,499,281 

5,624,154 

Credit Operations Hedge

3,494 

977,621 

1,058,007 

687,239 

90,518 

Securities Hedge

1,882,123 

1,504,805 

1,704,156 

210,109 

1,201,578 

1,317,745 

198,415 

1,107,636 

Funding Hedge

244,171 

4,550,417 

5,314,622 

4,949,615 

4,943,922 

5,085,106 

4,613,628 

4,426,000 

Futures Contracts

48,156,172 

51,067,813 

46,536,529 

17,726,566 

18,680,868 

54,194,819 

4,501,878 

Credit Operations Hedge (2)

24,478,506 

26,143,520 

22,859,369 

14,506,878 

15,195,149 

50,975,253 

4,501,878 

Securities Hedge

23,677,667 

24,924,293 

23,677,160 

3,219,688 

3,485,719 

3,219,566 

(*) 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) Credit amounts refer to active operations and operations owed to passive operations.

(2) Updated value of the instruments on June 30, 2020 is R$8,764,922 (12/31/2019 - R$8,425,386).

 

At the Bank and Consolidated, the mark-to-market effect of swap and future asset contracts corresponds to a credit in the amount of R$18,423  (12/31/2019 - R$11,063) and is recorded in shareholders' equity, net of tax effects, of which R$6,343 will be realized against revenue in the next twelve months.

V) Credit Derivatives Information

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.

Bank/Consolidated

Valor Nominal

06/30/2020

12/31/2019

Retained Risk - Total Rate of Return Swap

Transferred Risk - Credit Swap

Retained Risk - Total Rate of Return Swap

Transferred Risk - Credit Swap

Credit Swaps

3,309,320 

2,435,880 

Total

3,309,320 

2,435,880 

Amount related to the premium paid on CDS for use as guarantee (risk transfer) in the amount of R$0 (12/31/2019 - R$0).

The effect on the PLE of the risk received was R$12,258 (12/31/2019 - R$5,257).

During the period there was no occurrence of a credit event related to taxable events provided for in the contracts.

06/30/2020

12/31/2019

Maximum Potential for Future Payments - Gross

Over 12 Months

Total

Over 12 Months

Total

Per Instrument: CDS

3,309,320 

3,309,320 

2,435,880 

2,435,880 

Per Risk Classification: Below Investment Grade

3,309,320 

3,309,320 

2,435,880 

2,435,880 

Per Reference Entity: Brazilian Government

3,309,320 

3,309,320 

2,435,880 

2,435,880 

 

VI) 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

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Financial Literature of the Treasury - LFT

6,003,523 

5,342,992 

6,622,399 

5,950,561 

National Treasury Bills – LTN

4,697,049 

1,086,556 

4,697,049 

1,086,556 


National Treasury Notes – NTN

4,168,246 

660,918 

4,356,198 

841,790 

Total

14,868,818 

7,090,465 

15,675,646 

7,878,907 


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

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Lending Operations

250,658,414 

211,251,830 

320,458,574 

280,899,334 

Loans and Discounted Titles

149,845,645 

116,282,045 

165,084,507 

130,994,834 

Financing

47,273,415 

42,287,183 

101,834,713 

97,221,898 

Rural and Agroindustrial - Financing

12,797,791 

12,940,784 

12,797,791 

12,940,784 

Real Estate Financing

40,741,563 

39,741,818 

40,741,563 

39,741,818 

Leasing Operations

2,600,908 

2,800,998 

Advances on Foreign Exchange Contracts (1)

8,246,303 

6,054,424 

8,246,303 

6,054,424 

Other Receivables

48,788,075 

58,912,075 

51,534,453 

62,281,242 

  

Credits for Honored Sureties and Guarantees

587,998.00 

321,478.00 

587,998.00 

676,110.00 

  

Income Receivable from Advances Granted

162,774.00 

97,756.00 

162,774.00 

97,756.00 

Other Receivables Several

48,037,303 

58,492,841 

50,783,681 

61,507,376 

Total

307,692,792 

276,218,329 

382,840,238 

352,035,998 

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

Sale or Transfer Operations of Financial Assets

(i) With Substantial Transfer of Risks and Benefits

During the second quarter of 2020, credit assignment operations were carried out without recourse in the amount of R$569,192 thousand (with corresponding provision amount of R$233,969 thousand), which were represented mainly by discounted loans and securities. The sale value was R$405,891 thousand and a consequent positive impact on the result of R$70,688 thousand. Of the aforementioned operations, R$108,160 thousand of the assignments were carried out between Group companies.

Credit assignments were also made at a loss, fully provisioned, without recourse, in the amount of R$319,555 thousand, of which R$150,289 thousand with group companies, with sales value and consequent impact on the result of R$19,919 thousand.

(ii) With Substantial Retention of Risks and Benefits

In December 2011, the Bank assigned credits with recourse to real estate financing in the amount of R$688,821, maturing in October 2041. On June 30, 2020, the present value of the assigned operations is R$134,748 (12/31/2019 - R$75,833).

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

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

- Contracts subject to renegotiation;

- Contracts subject to portability, pursuant to CMN Resolution No. 3,401/2006; and

- Contracts subject to intervention.

The amount of compulsory repurchase will be calculated by the credit balance due duly updated on the date of the respective repurchase.

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

b) Loan Portfolio by Maturity

Bank

Consolidated

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Overdue

2,036,133 

7,684,024 

2,611,942 

8,585,560 

Due to:

Up to 3 Months

83,550,599 

76,147,368 

92,758,244 

87,843,597 

From 3 to 12 Months

85,912,141 

69,667,171 

107,365,947 

90,380,199 

Over 12 Months

136,193,919 

122,719,766 

180,104,105 

165,226,642 

Total

307,692,792 

276,218,329 

382,840,238 

352,035,998 

 

c) Loan Portfolio by Business Sector

Bank

Consolidated

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Private Sector

306,607,485 

275,100,365 

381,753,596 

350,916,654 

Industry

65,565,404 

53,728,646 

66,476,269 

54,671,234 

Commercial

40,672,835 

33,864,887 

44,608,110 

39,183,683 

Financial Institutions

1,807,785 

1,983,283 

1,876,196 

1,991,233 

Services and Other (1)

53,683,055 

41,607,698 

56,177,043 

44,886,880 

Individuals

140,115,805 

140,385,488 

207,788,291 

206,623,415 

Credit Cards

29,240,476 

34,914,437 

29,240,476 

34,914,437 

Mortgage Loans

38,372,613 

37,218,524 

38,372,612 

37,218,524 

Payroll Loans

29,788,107 

27,941,932 

45,450,782 

42,446,859 

Financing and Vehicles Lease

2,251,953 

2,379,093 

52,367,287 

51,774,184 

Others (2)

40,462,656 

37,931,503 

42,357,134 

40,269,411 

Agricultural

4,762,601 

3,530,363 

4,827,687 

3,560,209 

Public Sector

1,085,307 

1,117,964 

1,086,642 

1,119,344 

State

418,336 

441,599 

418,337 

441,599 

Municipal

666,971 

676,365 

668,305 

677,745 

Total

307,692,792 

276,218,329 

382,840,238 

352,035,998 

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

(2) Includes personal loans, overdraft among others.


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

Bank

06/30/2020

12/31/2019

Loan Portfolio

Allowance

Loan Portfolio

Allowance

 

Risk Level

Minimum Allowance Required

Current

Past Due (1)

Total (3)

Required

Additional (2)

Total

Current

Past Due (1)

Total (3)

Required

Additional (2)

Total

AA

0.0% 

145,809,105 

145,809,105 

52,181 

52,181 

121,753,569 

121,753,569 

A

0.5% 

79,356,344 

79,356,344 

396,782 

322,119 

718,901 

77,795,391 

77,795,391 

388,977 

388,977 

B

1.0% 

28,666,938 

1,623,235 

30,290,173 

302,902 

537,120 

840,022 

23,816,916 

2,120,722 

25,937,638 

259,376 

17 

259,393 

C

3.0% 

21,092,974 

1,660,630 

22,753,604 

682,608 

1,507,123 

2,189,731 

19,823,183 

1,966,467 

21,789,651 

653,690 

1,665 

655,355 

D

10.0% 

8,667,387 

1,760,087 

10,427,474 

1,042,747 

1,886,999 

2,929,746 

7,926,118 

2,088,778 

10,014,896 

1,001,490 

1,547,683 

2,549,173 

30.0% 

2,740,764 

1,032,167 

3,772,931 

1,131,879 

614,396 

1,746,275 

2,266,765 

2,323,208 

4,589,973 

1,376,992 

659,874 

2,036,866 

F

50.0% 

2,489,406 

958,425 

3,447,831 

1,723,916 

535,596 

2,259,512 

1,769,671 

1,475,413 

3,245,084 

1,622,542 

447,224 

2,069,766 

G

70.0% 

2,246,458 

771,890 

3,018,348 

2,112,843 

714,252 

2,827,095 

1,450,313 

1,225,377 

2,675,689 

1,872,983 

418,317 

2,291,300 

H

100.0% 

3,613,331 

5,239,719 

8,853,050 

8,853,050 

8,853,050 

2,734,332 

5,676,805 

8,411,137 

8,411,137 

8,411,137 

Total

294,682,707 

13,046,153 

307,728,860 

16,246,727 

6,169,786 

22,416,513 

259,336,258 

16,876,770 

276,213,028 

15,587,187 

3,074,780 

18,661,967 

Consolidated

06/30/2020

12/31/2019

Loan Portfolio

Allowance

Loan Portfolio

Allowance

 

Risk Level

% Minimum Allowance Required

Current

Past Due (1)

Total (3)

Required

Additional (2)

Total

Current

Past Due (1)

Total (3)

Required

Additional (2)

Total

AA

0.0% 

157,683,572 

157,683,572 

52,187 

52,187 

141,210,954 

-          23,199

141,187,755 

A

0.5% 

128,543,081 

128,543,081 

642,716 

342,882 

985,598 

120,434,015 

120,434,015 

602,170 

20,772 

622,942 

B

1.0% 

34,046,578 

3,154,430 

37,201,008 

372,010 

537,120 

909,130 

29,095,941 

3,746,497 

32,842,438 

328,424 

18 

328,442 

C

3.0% 

22,686,846 

2,703,409 

25,390,255 

761,708 

1,507,123 

2,268,831 

21,140,394 

3,371,115 

24,511,508 

735,345 

1,664 

737,009 

D

10.0% 

9,295,836 

2,468,151 

11,763,987 

1,176,399 

1,886,998 

3,063,397 

8,368,581 

2,820,515 

11,189,096 

1,118,910 

1,547,683 

2,666,593 

30.0% 

2,916,312 

1,435,102 

4,351,414 

1,305,424 

614,395 

1,919,819 

2,332,530 

2,835,000 

5,167,530 

1,550,259 

659,875 

2,210,134 

F

50.0% 

2,621,178 

1,347,712 

3,968,890 

1,984,444 

535,596 

2,520,040 

1,859,486 

1,812,213 

3,671,699 

1,835,850 

447,224 

2,283,073 

G

70.0% 

2,331,164 

1,046,173 

3,377,337 

2,364,136 

714,251 

3,078,387 

1,482,247 

1,458,609 

2,940,856 

2,058,599 

418,318 

2,476,917 

H

100.0% 

4,006,913 

6,590,088 

10,597,001 

10,597,001 

10,597,001 

2,943,753 

7,139,229 

10,082,982 

10,082,982 

10,082,982 

Total

364,131,480 

18,745,065 

382,876,545 

19,203,838 

6,190,552 

25,394,390 

328,867,901 

23,159,979 

352,027,880 

18,312,539 

3,095,554 

21,408,092 

(1) Includes installments falling due and overdue.

(2) The additional provision is constituted based mainly on the expectation of realization of the loan portfolio, in addition to the minimum required by the current regulation.

(3) The total loan portfolio includes the amount of R$36,070 (12/31/2019 - R$5,301) in the Bank and R$36,070 (12/31/2019 - R$8,118) in Consolidated, referring to the adjustment to market value credit operations that are subject to protection, registered in accordance with article 5 of Bacen Circular Letter 3,624 of December 26, 2013 and which are not included in the note on risk levels (Note 6.b.VI.a).

 

As of June 30, 2020, the increase in the Allowance for Loan Losses - Additional is related to the change in the macroeconomic scenario, which impacted our provisioning calculation model.


 


e) Changes in Allowance for Loan Losses

Bank

Consolidated

01/01 a 06/30/2020

01/01 a 06/30/2019

01/01 a 06/30/2020

01/01 a 06/30/2019

Opening Balance

18,661,967 

16,734,154 

21,408,092 

18,789,123 

Allowances Recognized

8,657,383 

5,202,029 

10,362,601 

6,358,594 

Write-offs

(4,902,837) 

(5,734,764) 

(6,376,303) 

(6,656,614) 

Closing Balance

22,416,513 

16,201,419 

25,394,390 

18,491,103 

Recoveries Credits

1,006,916 

974,926 

1,223,444 

1,035,810 

 

f) Renegotiated Credits

Bank

Consolidated

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Renegotiated Credits

16,473,227 

13,752,395 

21,181,969 

16,292,323 

Allowance for Loan Losses

(8,918,646) 

(7,525,483) 

(9,716,811) 

(8,283,230) 

Percentage of Coverage on Renegotiated Credits

54.1% 

54.7% 

45.9% 

50.8% 

 

g) Loan Portfolio Concentration

Consolidated

06/30/2020

12/31/2019

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

Risk

 % 

Risk

 % 

Largest Debtor

6,510,206 

1.4% 

4,207,082 

0.9% 

10 Largest

34,572,214 

7.2% 

30,837,795 

6.9% 

20 Largest

52,514,244 

10.9% 

48,360,114 

10.9% 

50 Largest

85,171,603 

17.7% 

78,111,867 

17.6% 

100 Largest

114,158,682 

23.7% 

102,168,739 

23.0% 

(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

6/30/2020

12/31/2019

Assets

Rights to Foreign Exchange Sold

79,640,551 

72,686,870 

Exchange Purchased Pending Settlement

64,458,851 

51,666,587 

Advances in Local Currency

(666,987) 

(153,239) 

Income Receivable from Advances and Importing Financing

162,773 

97,756 

Currency and Documents Term Foreign Currency

31,380 

207,139 

Total

143,626,568 

124,505,113 

Liabilities

Exchange Sold Pending Settlement

96,700,504 

74,013,458 

Foreign Exchange Purchased

49,522,455 

50,036,741 

Advances on Foreign Exchange Contracts (Note 8.a)

(8,246,303) 

(6,054,424) 

Others

161 

107 

Total

137,976,817 

117,995,882 

Memorandum Accounts

 

Outstanding Import Credits – Foreign Currency

655,931 

845,095 

 

Confirmed Export Credits – Foreign Currency

1,139,977 

2,512,489 

 

 


10.   Securities Trading and Brokerage

Bank

Consolidated

6/30/2020

12/31/2019

6/30/2020

12/31/2019

Assets

Financial Assets and Pending Settlement Transactions

222,569 

992,552 

1,997,128 

2,804,768 

Clearinghouse Transactions

195 

457 

221 

712 

Debtors Pending Settlement

21,355 

16,650 

247,334 

334,757 

Stock Exchanges - Guarantee Deposits

2,341,838 

486,995 

2,346,254 

486,995 

Others (1)

1,369,753 

829,212 

1,405,548 

847,286 

Total

3,955,710 

2,325,866 

5,996,485 

4,474,518 

Liabilities

Financial Assets and Pending Settlement Transactions

241,542 

1,056,647 

1,987,889 

2,897,003 

Creditors Pending Settlement

57,753 

4,392 

248,303 

253,128 

Creditors for Loan of Shares

373,103 

492,209 

Clearinghouse Transactions

779 

282 

37,348 

61,191 

Records and Settlement

2,331 

1,966 

5,875 

3,712 

Others

211 

116 

212 

118 

Total

302,616 

1,063,403 

2,652,730 

3,707,361 

(1) Refers to deposits made as a guarantee for derivative transactions carried out with clients on the over-the-counter market.

11.   Tax Assets and Liabilities

a) Tax Credits

a.1) Nature and Origin of Recorded Deferred Tax Assets

Bank

Balances on

Balances on

12/31/2019

Recognition (4)

Realization

06/30/2020

Allowance for Loan Losses

14,047,657 

3,827,927 

(1,187,606) 

16,687,978 

Reserve for Legal and Administrative Proceedings - Civil

1,503,264 

314,470 

(157,495) 

1,660,239 

Reserve for Tax Risks and Legal Obligations

1,541,030 

121,579 

(17,278) 

1,645,331 

Reserve for Legal and Administrative Proceedings - Labor

2,249,941 

419,949 

(373,498) 

2,296,392 

Agio

25,124 

25,124 

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

2,092,265 

573,442 

(302,984) 

2,362,723 

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

76,976 

137,851 

230,439 

Accrual for Pension Plan (2)

1,882,812 

153,463 

(724,854) 

1,295,809 

Profit Sharing, Bonuses and Personnel Gratuities

436,935 

398,446 

(443,907) 

391,474 

Other Temporary Provisions (3)

3,881,291 

(109,412) 

3,771,879 

Total Tax Credits on Temporary Differences

27,712,171 

5,972,251 

(3,317,034)

30,367,388 

Tax Losses and Social Contribution Carryforwards

11,741,941 

11,741,941 

Social Contribution Tax - Executive Act 2,158/2001

362,240 

(187,082) 

175,158 

Balance of Recorded Deferred Tax Assets

28,074,411 

17,714,192 

(3,504,116)

42,284,487 

Consolidated

Balances on

Balances on

12/31/2019

Recognition (4)

Realization

06/30/2020

Allowance for Loan Losses

15,961,619 

4,497,146 

(1,604,016) 

18,854,749 

Reserve for Legal and Administrative Proceedings - Civil

1,617,815 

371,417 

(213,011) 

1,776,221 

Reserve for Tax Risks and Legal Obligations

2,367,353 

147,869 

(37,941) 

2,477,281 

Reserve for Legal and Administrative Proceedings - Labor

2,388,470 

436,581 

(395,691) 

2,429,360 

Agio

25,124 

25,124 

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

2,095,470 

589,177 

(302,984) 

2,381,663 

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

153,977 

179,477 

(2,448) 

331,006 

Accrual for Pension Plan (2)

1,897,061 

139,382 

(728,057) 

1,308,386 

Profit Sharing, Bonuses and Personnel Gratuities

496,819 

439,888 

(502,392) 

434,315 

Other Temporary Provisions (3)

4,155,209 

107,892 

(201,783) 

4,061,318 

Total Tax Credits on Temporary Differences

31,133,793 

6,933,953 

(3,988,323)

34,079,423 

Tax Losses and Negative Social Contribution Bases

408,338 

11,772,381 

(70,259) 

12,110,460 

Social Contribution Tax - Executive Act 2,158/2001

362,240 

(187,082) 

175,158 

Balance of Recorded Deferred Tax Assets

31,904,371 

18,706,334 

(4,245,664)

46,365,041 

(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.

(4)  Includes the effects of the change in the CSLL rate for banks of any kind, in accordance with Constitutional Amendment 103/19.

On June 30, 2020, there are deferred tax assets not registered in assets in the amount of R$5,759 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.

a.2) Expected Realization of Recorded Tax Credits

Bank

06/30/2020

Temporary Differences

Tax Loss - Carryforwards

Total

Year

IRPJ

CSLL

PIS/Cofins

CSLL 18%

Recorded

2020 

2,562,441 

2,066,683 

57,051 

2,396,574 

7,082,749 

2021 

5,060,273 

4,077,777 

114,102 

1,085,582 

175,158 

10,512,892 

2022 

4,713,905 

3,793,014 

114,102 

873,434 

9,494,455 

2023 

2,440,625 

1,963,446 

57,051 

2,151,637 

6,612,759 

2024 

1,137,794 

852,814 

2,648,947 

4,639,555 

2025 a 2027

401,002 

320,802 

2,585,767 

3,307,571 

2028 a 2029

340,759 

293,747 

634,506 

Total

16,656,799 

13,368,283 

342,306 

11,741,941 

175,158 

42,284,487 

Consolidated

06/30/2020

Temporary Differences

Tax Loss - Carryforwards

Total

Year

IRPJ

CSLL

PIS/Cofins

CSLL 18%

Recorded

2020 

2,888,758 

2,270,170 

58,780 

2,453,867 

7,671,575 

2021 

5,662,987 

4,448,957 

117,560 

1,158,848 

175,158 

11,563,510 

2022 

5,242,702 

4,117,265 

117,560 

921,938 

10,399,465 

2023 

2,748,214 

2,152,106 

58,848 

2,195,011 

7,154,179 

2024 

1,649,209 

1,134,868 

136 

2,657,637 

5,441,850 

2025 a 2027

414,393 

326,635 

406 

2,663,089 

3,404,523 

2028 a 2029

362,407 

307,123 

339 

60,070 

729,939 

Total

18,968,670 

14,757,124 

353,629 

12,110,460 

175,158 

46,365,041 

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

Based on CMN Resolution 4,720 and BACEN Circular 3,959, Tax Credits must be fully presented in the long term, for balance sheet purposes.

a.3) Present Value of Tax Credits

The present value of the tax credits recorded is R$40,990,149 (12/31/2019 - R$25,724,592) in the Bank and R$44,934,372 (12/31/2019 - R$29,133,062) 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.

b) Other Liabilities - Tax and Social Security

Bank

Consolidated

6/30/2020

12/31/2019

6/30/2020

12/31/2019

Deferred Tax Liabilities

5,786,720 

5,444,706 

6,431,209 

6,013,811 

Provision for Taxes and Contributions on Income

834,655 

460,654 

Taxes Payable

567,687 

1,069,765 

887,669 

1,817,392 

Total

6,354,407 

6,514,471 

8,153,533 

8,291,857 

b.1) Nature and Origin of Deferred Tax Liabilities

Bank

Balances on

Balances on

12/31/2019

Recognition

Realization

06/30/2020

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

1,573,996 

835,356 

2,409,352 

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

3,737,329 

(482,236) 

3,255,093 

Excess Depreciation of Leased Assets

5,441 

(9) 

5,432 

Others

127,940 

14,190 

(25,287) 

116,843 

Total

5,444,706 

849,546 

(507,532)

5,786,720 

Consolidated

Balances on

Balances on

12/31/2019

Recognition

Realization

06/30/2020

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

1,686,421 

862,372 

(5,307) 

2,543,486 

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

3,807,649 

26,254 

(500,874) 

3,333,029 

Excess Depreciation of Leased Assets

318,240 

24,293 

(1,942) 

340,591 

Others

201,501 

43,522 

(30,920) 

214,103 

Total

6,013,811 

956,441 

(539,043)

6,431,209 

(1)   Includes IRPJ, CSLL, PIS and Cofins

b.2) Expected Realization of Deferred Tax Liabilities

Bank

06/30/2020

Temporary Differences

Total

Year

IRPJ

CSLL

PIS/Cofins

Recorded

2020 

477,359 

381,154 

92,308 

950,821 

2021 

954,719 

762,308 

184,617 

1,901,644 

2022 

954,719 

762,308 

184,617 

1,901,644 

2023 

480,610 

383,745 

92,308 

956,663 

2024 

6,501 

5,183 

11,684 

2025 a 2027

19,505 

15,548 

35,053 

2028 a 2029

16,254 

12,957 

29,211 

Total

2,909,667 

2,323,203 

553,850 

5,786,720 

Consolidated

06/30/2020

Temporary Differences

Total

Year

IRPJ

CSLL

PIS/Cofins

Recorded

2020 

630,012 

399,440 

93,610 

1,123,062 

2021 

1,131,309 

794,601 

187,219 

2,113,129 

2022 

1,047,476 

794,601 

187,219 

2,029,296 

2023 

578,992 

400,277 

93,609 

1,072,878 

2024 

10,029 

5,953 

15,982 

2025 a 2027

25,235 

17,388 

42,623 

2028 a 2029

19,826 

14,412 

34,238 

Total

3,442,879 

2,426,672 

561,657 

6,431,208 

 


c) Income Tax and Social Contribution

Bank

Consolidated

01/01 a 06/30/2020

01/01 a 06/30/2019

01/01 a 06/30/2020

01/01 a 06/30/2019

Income Before Taxes on Income and Profit Sharing

(7,195,087)

10,157,045 

(6,229,762)

11,266,004 

Profit Sharing (1)

(880,250) 

(841,678) 

(963,508) 

(925,262) 

Unrealized Income

59,868 

16,261 

Income Before Taxes

(8,075,337)

9,315,367 

(7,133,402)

10,357,003 

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

3,633,902 

(3,726,147)

3,210,031 

(4,142,801)

Equity in Subsidiaries (2)

820,000 

643,619 

4,297 

8,688 

Nondeductible Expenses, Net of Non-Taxable Income

(8,806) 

790,087 

4,136 

901,833 

Exchange Variation - Foreign Branches

8,045,908 

(202,412) 

8,045,908 

(202,412) 

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

460,257 

27,023 

506,223 

60,852 

Interest on Capital

387,000 

400,500 

Effect of Change in Social Contribution (3)

172,894 

53,743 

Other Adjustments Social Contribution Taxes 5%

56,792 

72,496 

Other Adjustments, Including Profits Provided Abroad

623,162 

24,110 

649,387 

(16,295) 

Income and Social Contribution Taxes

14,018,215 

(2,443,720)

13,065,872 

(3,336,392)

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

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

(3)  Effect of rate differences for the other non-financial companies, which the social contribution tax rate is 9% and 15%.

(4)  Increase in the CSLL rate, as of March 2020, for an indefinite period (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 June 30, 2020 and 2019:

R$

01/01 a 06/30/2020

01/01 a 06/30/2019

Financial Operations

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

19,283,078 

(554,543) 

Result generated by derivative contracts used as hedge

(35,436,184) 

967,148 

Tax Expenses

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

705,715 

(44,950) 

Income Tax and Social Contribution

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

15,447,391 

(367,655) 

d) Tax Expenses

Bank

Consolidated

 01/01 to 06/30/2020

 01/01 to 06/30/2019

 01/01 to 06/30/2020

 01/01 to 06/30/2019

Cofins (Contribution for Social Security Financing) (1)

292,951 

1,029,014 

686,327 

1,372,389 

ISS (Tax on Services)

277,598 

294,777 

358,535 

573,589 

PIS (Tax on Revenue) (1)

47,605 

163,160 

121,395 

231,878 

Others (2)

100,852 

105,951 

128,667 

148,203 

Total

719,006 

1,592,902 

1,294,924 

2,326,059 

12.   Other Receivables – Other

Bank

Consolidated

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Notes and Credits Receivable (Note 8.a)

  Credit Cards

22,789,053 

28,854,952 

22,890,202 

28,973,079 

  Receivables (1)

24,565,811 

28,984,542 

27,150,449 

31,820,361 

Escrow Deposits for:

Tax Claims

5,899,468 

5,644,233 

7,725,147 

7,445,344 

Labor Claims

2,316,689 

2,022,832 

2,534,861 

2,208,429 

Others - Civil

1,134,189 

1,057,348 

1,392,534 

1,319,644 

Contract Guarantees - Former Controlling Stockholders (Note 20.i) (2)

103,829 

103,272 

103,829 

103,272 

Recoverable Taxes

2,241,438 

2,238,982 

3,314,825 

3,320,147 

Reimbursable Payments

208,842 

196,039 

235,312 

225,380 

Salary Advances/Others

170,276 

100,128 

345,897 

325,185 

Employee Benefit Plan

258,385 

283,046 

318,027 

346,422 

Debtors for Purchase of Assets (Note 8.a)

682,440 

653,347 

743,030 

713,936 

Receivable from Affiliates

16,037 

44,457 

6,117 

18,842 

Others

1,610,279 

1,284,510 

3,762,708 

3,015,028 

Total

61,996,736 

71,467,688 

70,522,938 

79,835,069 

(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.

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)

06/30/2020

12/31/2019

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Assets

192,183,073 

124,944,302 

41,616,545 

19,955,679 

5,522,528 

3,850,302 

Current and Long-term Assets

192,183,073 

124,944,302 

41,616,208 

19,955,392 

5,522,528 

3,850,302 

Cash

11,073,896 

3,205,293 

2,313,416 

162,231 

1,810,578 

319,152 

Interbank Investments

46,204,839 

34,116,739 

2,537,631 

1,941,192 

3,076,950 

2,582,385 

Securities and Derivatives Financial Instruments

92,205,089 

63,736,330 

4,207,037 

1,002,697 

192,313 

16,799 

Lending Operations (1)

26,403,347 

16,466,558 

28,791,792 

16,570,321 

590,941 

Foreign Exchange Portfolio

10,730,425 

4,145,245 

3,499,824 

167,985 

Others

5,565,477 

3,274,137 

266,508 

110,966 

442,687 

341,025 

Permanent Assets

337 

287 

Liabilities

192,183,073 

124,944,302 

41,616,545 

19,955,679 

5,522,528 

3,850,302 

Current and Long-term Liabilities

116,200,960 

70,332,537 

35,123,151 

15,429,041 

716,234 

303,219 

Deposits and Money Market Funding

30,018,067 

10,798,572 

3,876,748 

2,469,606 

40,432 

29,766 

Funds from Acceptance and Issuance of Securities

21,636,596 

14,999,864 

14,742,461 

6,235,813 

Debt Instruments Eligible to Compose Capital

13,822,241 

10,175,961 

Borrowings (2)

26,331,933 

24,297,747 

11,752,225 

6,318,373 

Foreign Exchange Portfolio

10,741,994 

4,120,196 

3,329,643 

168,134 

Others

13,650,129 

5,940,197 

1,422,074 

237,115 

675,802 

273,453 

Deferred Income

374 

119 

15,023 

12,331 

23 

29 

Stockholders' Equity

75,981,739 

54,611,646 

6,478,371 

4,514,307 

4,806,271 

3,547,054 

01/01 a
06/30/2020

01/01 a
06/30/2019

01/01 a
06/30/2020

01/01 a
06/30/2019

01/01 a
06/30/2020

01/01 a
06/30/2019

Net Income

1,948,999 

1,248,289 

426,564 

125,115 

141,009 

3,059 

(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.

14.   Investments in Affiliates and Subsidiaries Subsidiary

Bank

Adjusted Stockholders' Equity

Net Income (Loss) Adjusted

Investments Value

Equity Accounting Results

06/30/2020

01/01 a 06/30/2020

06/30/2020

12/31/2019

01/01 a 06/30/2020

01/01 a 06/30/2019

Controlled by Banco Santander

Santander Leasing

5,847,084 

98,327 

4,594,674 

4,528,041 

77,641 

2,409 

Banco Bandepe S.A.

5,309,645 

35,067 

5,309,645 

5,277,643 

35,067 

146,169 

Santander Brasil EFC

4,806,271 

141,009 

4,806,271 

3,547,055 

141,009 

3,059 

Santander Corretora de Seguros

3,309,369 

309,650 

3,309,369 

3,002,236 

309,650 

203,540 

Getnet S.A.

2,778,500 

166,899 

2,778,500 

2,611,765 

166,899 

297,138 

Goodwill on the acquisition of Getnet S.A. non controlling interest

1,021,170 

1,080,439 

 

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

1,589,146 

33,557 

1,570,610 

1,322,052 

33,557 

17,659 

 

Aymoré CFI

1,376,229 

400,744 

1,376,229 

937,539 

400,744 

617,715 

Sancap

1,055,843 

59,585 

1,037,460 

1,040,469 

58,700 

113,260 

Banco Olé Consignado (1)

1,751,094 

257,299 

1,050,656 

926,278 

154,380 

Bosan S.A.

700,625 

95,350 

700,625 

95,350 

Goodwill on the acquisition of Bosan S.A. non controlling interest

560,250 

 

Santander CCVM

697,059 

51,750 

697,057 

646,400 

51,750 

41,795 

Banco RCI Brasil S.A.

1,335,711 

99,949 

532,827 

524,503 

39,871 

37,280 

Santander Brasil Consórcio

534,517 

109,560 

534,517 

424,956 

109,560 

96,622 

Others (2)

1,420,240 

111,834 

1,179,624 

941,417 

148,045 

32,401 

Total

31,059,484 

26,810,793 

1,822,223 

1,609,047 

 

Consolidated

Adjusted Stockholders' Equity

Net Income (Loss) Adjusted

Investments Value

Equity Accounting Results

06/30/2020

01/01 a 06/30/2020

06/30/2020

12/31/2019

01/01 a 06/30/2020

01/01 a 06/30/2019

Jointly Controlled Companies Directly and Indirectly by Banco Santander

TecBan

516,754 

25,874 

98,080 

94,155 

4,911 

4,057 

Gestora de Crédito

193,309 

(45,410) 

38,662 

47,744 

(9,080) 

(3,656) 

Webmotors S.A.

191,088 

21,529 

133,762 

126,440 

15,070 

19,892 

Norchem Holdings

97,485 

(225) 

21,203 

21,252 

(49) 

283 

Cibrasec (3)

75 

Norchem Participações

42,694 

534 

21,347 

21,080 

267 

590 

EBP

11,525 

148 

1,280 

3,889 

16 

56 

Santander Auto

33,341 

(3,376) 

16,670 

12,374 

(1,689) 

89 

Hyundai Corretora de Seguros Ltda.

1,825 

(43) 

913 

934 

(21) 

PSA Corretora

1,327 

247 

664 

540 

123 

229 

Goodwill on the acquisition of 100% of Santander Brasil Tecnologia S.A.

255 

255 

105 

Campo Grande Empreendimentos Ltda.

 

 

 

 

 

5,010 

 

5,010 

 

 

Others (2)

 

 

 

 

 

 

 

 

Total

337,846 

333,674 

9,548 

21,720 

(1) On January 31, 2020, the purchase of the minority stake in Banco Olé Consignado SA was completed, thus, the Bank became, directly and indirectly, holder of 100% of the shares of Banco Olé (Note 2.cb).

(2) Comprised mainly of the goodwill portion allocated to Webmotors.

(3) On July 24, 2019, Banco Santander sold its entire stake in CIBRASEC - Companhia Brasileira de Securitização (“CIBRASEC”), corresponding to 4,000 common shares and 50 preferred shares, to ISEC Securitizadora SA for the amount of R$9,846. Due to the closing of the transaction, Banco Santander is no longer a shareholder of CIBRASEC.

15.   Fixed Assets

Bank

06/30/2020

12/31/2019

Cost

Depreciation

Net

Net

Real Estate

2,461,079 

(825,641)

1,635,438 

1,673,270 

Land

646,980 

646,980 

651,442 

Buildings

1,814,099 

(825,641) 

988,458 

1,021,828 

Others Fixed Assets

12,228,097 

(7,725,746)

4,502,350 

4,540,898 

Installations, Furniture and Equipment

4,602,670 

(2,619,956) 

1,982,714 

1,983,667 

Data Processing Equipment

2,235,092 

(1,375,829) 

859,263 

644,890 

Leasehold Improvements

4,213,033 

(2,841,926) 

1,371,107 

1,472,669 

Security and Communication Equipment

843,435 

(641,749) 

201,686 

222,998 

Others

333,866 

(246,285) 

87,581 

216,674 

Total

14,689,176 

(8,551,388)

6,137,788 

6,214,168 

Consolidated

06/30/2020

12/31/2019

Cost

Depreciation

Net

Net

Real Estate

2,765,241 

(873,880)

1,891,361 

1,924,457 

Land

722,299 

722,299 

718,846 

Buildings

2,042,942 

(873,880) 

1,169,062 

1,205,611 

Others Fixed Assets

13,900,083 

(8,753,968)

5,146,115 

5,256,631 

Installations, Furniture and Equipment

4,712,974 

(2,646,779) 

2,066,195 

2,057,422 

Data Processing Equipment

2,500,004 

(1,490,023) 

1,009,981 

766,320 

Leasehold Improvements

4,287,497 

(2,899,381) 

1,388,116 

1,492,137 

Security and Communication Equipment

2,036,518 

(1,461,281) 

575,237 

694,409 

Others

363,090 

(256,504) 

106,586 

246,343 

Total

16,665,324 

(9,627,848)

7,037,476 

7,181,088 

16.   Intangibles

Bank

06/30/2020

12/31/2019

Cost

Amortization

Net

Net

Goodwill on Acquired Companies

26,481,816 

(26,231,685)

250,130 

274,745 

Other Intangible Assets

9,201,418 

(5,115,925)

4,085,493 

3,777,511 

Acquisition and Development of Software

5,197.447 

(3,264,408) 

1,933,093 

1,851,076 

Exclusivity Contracts for Provision of Banking Services

3,426,001 

(1,624,039) 

1,801,962 

1,926,342 

Others

577,.970 

(227,478) 

350,492 

93 

Total

35,683,234 

(31,347,610)

4,335,603 

4,052,256 

 

 

Consolidated

06/30/2020

12/31/2019

Cost

Amortization

Net

Net

Goodwill on Acquired Companies

29,489,764 

(27,492,074)

1,997,691 

1,611,812 

Other Intangible Assets

9,901,248 

(5,569,253)

4,331,996 

4,100,986 

Acquisition and Development of Software

5,806,527 

(3,647,100) 

2,159,427 

2,118,798 

Exclusivity Contracts for Provision of Banking Services

3,426,001 

(1,624,039) 

1,801,962 

1,926,342 

Others

668,720 

(298,113) 

370,607 

55,846 

Total

39,391,012 

(33,061,326)

6,329,686 

5,712,798 

(*) For the quarter ended June 30, 2020, there was no impairment.

 

In January 2020, Banco Santander acquired the remaining stake in Banco Olé Consignado, in the amount of R$1,608 million. The purchase generated goodwill of R$982 million, to be deferred over 5 years. In June, the PPA was concluded to allocate this goodwill, in which two new intangible assets were identified, in the amount of R$371 million and a useful life of up to 6 years.

17.   Funding

a) Opening of Equity Accounts

Bank

06/30/2020

12/31/2019

Without Maturity

Up to 3 Months

From 3 to 12 Months

Over 12 Months

Total

Total

Deposits

95,481,774 

72,305,793 

110,767,571 

82,702,988 

361,258,126 

246,950,548 

Demand Deposits

39,646,518 

39,646,518 

29,392,188 

Savings Deposits

55,755,637 

55,755,637 

49,039,857 

Interbank Deposits

3,463,253 

2,819,202 

203,091 

6,485,546 

4,673,772 

Time Deposits (1)

79,617 

68,842,540 

107,948,369 

82,499,897 

259,370,423 

191,106,349 

Money Market Funding

99,578,986 

8,883,593 

22,424,799 

130,887,378 

129,632,447 

Own Portfolio

82,291,445 

4,481,671 

271,173 

87,044,289 

97,387,683 

Government Securities

71,977,831 

4,471,225 

271,173 

76,720,229 

87,881,427 

Debt Securities in Issue

9,526 

9,526 

86,595 

Others

10,304,088 

10,446 

10,314,534 

9,419,661 

Third Parties

17,287,541 

17,287,541 

8,743,348 

Linked to Trading Portfolio Operations

4,401,922 

22,153,626 

26,555,548 

23,501,416 

Funds from Acceptance and Issuance of Securities

12,799,404 

36,784,943 

49,982,008 

99,566,355 

91,579,368 

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

9,648,441 

23,393,143 

29,741,048 

62,782,632 

68,716,278 

Real Estate Credit Notes - LCI (2)

2,569,422 

8,085,326 

16,353,666 

27,008,414 

24,995,265 

Agribusiness Credit Notes - LCA

2,447,054 

7,107,217 

5,868,496 

15,422,767 

14,776,877 

Treasury Bills - LF (3)

4,631,965 

8,200,600 

6,136,460 

18,969,025 

27,587,340 

Guaranteed Real Estate Credit Notes - LIG (4)(5)

1,382,426 

1,382,426 

1,356,796 

Securities Issued Abroad

1,978,178 

11,899,728 

19,209,416 

33,087,322 

19,419,513 

Funding by Structured Operations Certificates

1,172,785 

1,391,878 

1,031,544 

3,596,207 

3,443,577 

Borrowings and Onlendings

21,075,440 

38,304,353 

9,122,267 

68,502,060 

57,413,704 

Foreign Borrowings

19,296,706 

35,877,731 

1,260,306 

56,434,743 

45,659,127 

Import and Export Financing Lines

11,682,720 

23,387,440 

657,313 

35,727,473 

31,794,109 

Other Credit Lines

7,613,986 

12,490,291 

602,993 

20,707,270 

13,865,018 

Domestic Onlendings

1,778,734 

2,426,622 

7,861,961 

12,067,317 

11,754,577 

Total

95,481,774 

205,759,623 

194,740,460 

164,232,062 

660,213,919 

525,576,067 

 

Consolidated

06/30/2020

12/31/2019

Without Maturity

Up to 3 Months

From 3 to 12 Months

Over 12 Months

Total

Total

Deposits

95,331,935 

71,533,757 

108,552,506 

82,643,110 

358,061,308 

272,927,991 

Demand Deposits

39,496,679 

39,496,679 

29,107,534 

Savings Deposits

55,755,637 

55,755,637 

49,039,857 

Interbank Deposits

2,646,509 

2,672,873 

624,018 

5,943,400 

4,299,290 

Time Deposits (1)

79,617 

68,887,248 

105,879,633 

82,019,092 

256,865,590 

190,344,470 

Other Deposits

136,840 

Money Market Funding

93,611,829 

8,883,593 

22,424,799 

124,920,221 

123,940,990 

Own Portfolio

78,324,287 

4,481,671 

271,173 

83,077,131 

91,696,225 

Government Securities

68,010,673 

4,471,224 

271,173 

72,753,070 

82,189,969 

Debt Securities in Issue

9,526 

9,526 

86,595 

Others

10,304,088 

10,447 

10,314,535 

9,419,661 

Third Parties

15,287,542 

15,287,542 

8,743,348 

Linked to Trading Portfolio Operations

4,401,922 

22,153,626 

26,555,548 

23,501,417 

Funds from Acceptance and Issuance of Securities

12,827,643 

28,433,337 

40,569,621 

81,830,601 

85,962,615 

Exchange Acceptances

29,484 

318,294 

748,542 

1,096,320 

1,591,753 

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

9,648,441 

24,043,546 

32,564,158 

66,256,145 

72,211,903 

Real Estate Credit Notes - LCI (2)

2,569,422 

8,085,326 

16,353,666 

27,008,414 

24,995,265 

Agribusiness Credit Notes - LCA

2,447,054 

7,107,217 

5,868,496 

15,422,767 

14,776,877 

Treasury Bills - LF (3)

4,631,965 

8,851,003 

8,959,570 

22,442,538 

31,082,965 

Guaranteed Real Estate Credit Notes - LIG (4) (5)

1,382,426 

1,382,426 

1,356,796 

Securities Issued Abroad

1,976,933 

2,679,619 

6,225,377 

10,881,929 

8,715,382 

Funding by Structured Operations Certificates

1,172,785 

1,391,878 

1,031,544 

3,596,207 

3,443,577 

Borrowings and Onlendings

18,007,794 

38,318,313 

9,153,994 

65,480,101 

54,879,561 

Domestic Borrowings

8,454 

13,960 

31,727 

54,141 

47,388 

Foreign Borrowings

16,220,606 

35,877,731 

1,260,306 

53,358,643 

43,077,596 

Import and Export Financing Lines

11,682,720 

23,387,440 

657,313 

35,727,473 

31,794,109 

Other Credit Lines

4,537,886 

12,490,291 

602,993 

17,631,170 

11,283,487 

Domestic Onlendings

1,778,734 

2,426,622 

7,861,961 

12,067,317 

11,754,577 

Total

95,331,935 

195,981,023 

184,187,749 

154,791,524 

630,292,231 

537,711,157 

(1) Consider the maturities established in the respective applications, with the possibility of immediate withdrawal, in advance of their maturity.

(2) Letters of real estate credit are fixed income securities backed by real estate credits and guaranteed by mortgage or fiduciary alienation of real estate. As of June 30, 2020 and December 31, 2019, they have a maturity between 2020 and 2026.

(3) The main characteristics of the financial bills are a minimum term of two years, a minimum nominal value of R$50 and an early redemption permit of only 5% of the amount issued. As of June 30, 2020 and December 31, 2019, they have a maturity between 2020 and 2025.

(4) Guaranteed Real Estate Bills are fixed income securities backed by real estate credits guaranteed by the issuer and a pool of real estate credits apart from the other assets of the issuer. As of June 30, 2020, they have a term between 2020 and 2023 (12/31/2019 - with a maturity between 2021 and 2022).

(5) Funding made under the Special Compulsory Liquidity line under Resolution 4,795/20.

 

Bank

Consolidated

Eurobonds

Issuance

Maturity

Currency

Interest Rate (p.a)

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Eurobonds

2017 

2020 

BRL

6,9% to 10,0%

9,818 

929,042 

9,818 

929,042 

Eurobonds

2017 

2021 

BRL

4.4% 

17,113 

63,181 

17,113 

63,181 

Eurobonds

2017 

2024 

USD

2,4% a 10,0%

903,468 

664,996 

903,468 

664,996 

Eurobonds

2018 

2020 

USD

6,6% to 6,7%

37,476 

37,476 

Eurobonds

2018 

2020 

USD

1,1% to 4,0%

35,438 

35,438 

Eurobonds

2018 

2024 

USD

6,6% a 6,7%

1,711,977 

1,260,099 

1,711,977 

1,260,099 

Eurobonds

2018 

2025 

USD

1,1% to 4,0%

1,946,507 

1,427,601 

1,946,507 

1,427,601 

Eurobonds

2019 

2020 

USD

0% a 4,4%

3,104,663 

7,563,963 

3,104,663 

3,556,724 

Eurobonds

2019 

2027 

USD

CDI + 6,4%

25,374,910 

7,424,010 

3,169,517 

727,118 

Outros

18,866 

13,707 

18,866 

13,707 

Total

33,087,322 

19,419,513 

10,881,929 

8,715,382 

 

At the Bank and Consolidated, the export and import financing lines are funds raised from financial institutions abroad, intended for investment in commercial exchange operations, related to discounting export bills and pre-financing for export and import, whose maturities are up to the year 2024 (12/31/2019 - until the year 2023) and are subject to financial charges, corresponding to the exchange variation plus interest that vary from 0.2% pa to 6.63% p.a (12/31/2019 - from 0,28% p.a. to 3,8% p.a).

Country onlending obligations - official institutions incur financial charges corresponding to TJLP, exchange variation of the BNDES currency basket or exchange variation of the US dollar, plus interest, in accordance with the operational policies of the BNDES System.

b) Opening profit and loss accounts

Bank

Consolidated

 01/01 to 06/30/2020

 01/01 to 06/30/2019

 01/01 to 06/30/2020

 01/01 to 06/30/2019

Time Deposits (1) (2)

8,844,469 

4,208,020 

9,299,917 

4,230,789 

Savings Deposits

794,664 

1,056,399 

794,664 

1,056,399 

Interbank Deposits

100,920 

258,159 

125,175 

105,572 

Money Market Funding

4,278,896 

5,557,542 

4,212,865 

5,401,585 

Upgrade and Provisions Interest and Pension Plans and Capitalization

66,603 

62,696 

Acceptance and Issuance of Securities

26,265,641 

2,395,139 

26,332,948 

2,514,675 

Others (3)

334,545 

649,397 

361,686 

678,861 

Total

40,619,135 

14,124,656 

41,193,858 

14,050,577 

(1) In the Bank and in the Consolidated, it includes the registration of interest in the amount of R$435,486 (2019 - R$318,568), referring to the issuance of Level I and II Eligible Debt Instrument (Note 18).

(2) Includes exchange variation expense of R$1,839,403 in the Bank and Consolidated (2019 - exchange variation expense of R$543,210 in the Bank and Consolidated).

(3) In 2019, it includes an exchange variation expense in the amount of R$ 151,561 in the Bank and in the Consolidated.

18.   Debt Instruments Eligible to Capital

The details of the balance of the item Debt Instruments Eligible to Capital referring to the issuance of equity instruments to compose Level I and Level II of the PR due to the Capital Optimization Plan, are as follows:

Bank/Consolidated

06/30/2020

12/31/2019

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 

7.25% 

6,916,683 

5,092,153 

Tier II (2)

November - 18

November - 28

$1.250 

6.13% 

6,905,559 

5,083,808 

Total

13,822,242 

10,175,961 

(1) Interest paid semi-annually, as of May 8, 2020.

(2) The issues were made through the Cayman Agency and 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 5th (fifth) anniversary from the date of issue of the Notes, at the Bank's sole discretion or due to changes in the tax legislation applicable to the Notes; or at any time, due to the occurrence of certain regulatory events.

19.   Other Payables – Other

Bank

Consolidated

6/30/2020

12/31/2019

6/30/2020

12/31/2019

Provision Technical for Capitalization Operations

2,672,509 

2,402,614 

Provision Technical for Pension Operations (3)

1,861,737 

1,901,721 

Payables for Credit Cards

22,273,086 

27,526,591 

29,708,460 

36,188,873 

Provision for Tax Risks and Legal Obligations (Note 20.b)

4,376,363 

4,346,769 

6,672,467 

6,630,722 

Provision for Legal and Administrative Proceedings - Labor and Civil (Note 20.b)

6,426,815 

6,179,885 

6,974,044 

6,739,989 

Provision for Financial Guarantees (Note 19.a)

166,105 

166,105 

Employee Benefit Plans (Note 30)

3,649,274 

4,901,691 

3,699,232 

4,956,851 

Payables for Acquisition of Assets and Rights

23,849 

23,034 

23,849 

23,034 

Reserve for Tax Contingencies - Responsibility of
  Former Controllers (Note 20.i) (2)

102,977 

102,482 

102,977 

102,482 

Reserve for Legal and Administrative Proceedings - Responsibility of Former Controllers Stockholders (Note 20.i) (b)

852 

791 

852 

792 

Accrued Liabilities

Personnel Expenses

1,490,289 

1,697,771 

1,711,268 

1,960,884 

Administrative Expenses

360,781 

388,954 

529,214 

593,593 

Others Payments

27,324 

40,179 

90,700 

135,235 

Creditors for Unreleased Funds

951,622 

1,188,637 

951,622 

1,188,637 

Provision of Payment Services

563,134 

580,988 

563,134 

580,988 

Suppliers

739,321 

437,208 

1,162,086 

1,242,839 

Others (1)

8,249,043 

6,088,000 

11,867,908 

9,571,479 

Total

49,234,730 

53,669,085 

68,592,059 

74,386,838 

(1) Includes impacts of the exchange variation referring to Notes.

(2) In the first half of 2019, the Bank entered into an agreement with a former controller where the registered obligations became the responsibility of the Bank, with no impact on results (Notes 19 and 20.i).

(3) In June 2020, the Bank reassessed its actuarial obligations related to the supplementary retirement plans (Banesprev II, Banesprev V and Banesprev Pré-75) and the other post-employment health and dental care plans due to a significant fluctuation in the interest rates occurred since the last revaluation, in March 2020. With this remeasurement, there was a gross reduction in actuarial obligations in the amount of R$977,488 in the Bank and R$988,128 in the Consolidated, as a contra entry to Equity Valuation Adjustments - Shareholders' Equity.

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

06/30/2020

12/31/2019

Type of Financial Guarantee

Balance Guarantees Provided

Provision

Balance Guarantees Provided

Provision

Linked to International Merchandise Trade

542,766 

5,447 

439,507 

3,017 

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

5,013,880 

6,391 

5,243,996 

4,426 

Linked to the Supply of Goods

1,387,605 

1,658 

1,488,371 

2,602 

Linked to the Distribution of Securities by Public Offer

340,000 

Guarantee in Legal and Administrative Proceedings of Fiscal Nature

12,119,057 

105,888 

12,934,282 

107,231 

Other Guarantees

403,494 

1,945 

276,506 

1,334 

Other Bank Guarantees

14,504,452 

31,543 

13,944,007 

37,585 

Other Financial Guarantees

5,233,431 

35,373 

3,600,051 

9,910 

Total

39,204,685 

188,245 

38,266,720 

166,105 

Changes in Allowances for Financial Guarantees

Bank/Consolidated

01/01 a 06/30/2020

01/01 a 06/30/2019

Balance at Beginning

166,105 

201,410 

Constitution (Note 29)

30,498 

3,441 

Reversal (1) (Note 29)

(8,358) 

(28,923) 

Balance at End

188,245 

175,928 

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

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

a) Contingent Assets                                                                                                                                             

In the Bank and Consolidated, on June 30, 2020 and December 31, 2019, no contingent assets were registered (Note 3).

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

Bank

Consolidated

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Reserve for Tax Contingencies and Legal Obligations

4,376,363 

4,346,769 

6,672,467 

6,630,722 

Accrual for Legal and Administrative Proceedings - Labor and Civil

6,426,815 

6,179,885 

6,974,044 

6,739,989 

 

Labor

3,360,140 

3,216,008 

3,652,320 

3,517,432 

Civil

3,066,675 

2,963,877 

3,321,724 

3,222,557 

Total

10,803,178 

10,526,654 

13,646,511 

13,370,710 

 

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

Bank

01/01 a
06/30/2020

01/01 a
12/31/2019

Tax

Labor

Civil

Tax

Labor

Civil

Balance at Beginning

4,346,768 

3,216,008 

2,963,877 

4,079,141 

3,543,801 

3,144,599 

Recognition Net of Reversal (1) (3)

(12,478) 

513,953 

192,461 

190,028 

1,082,166 

312,423 

Inflation Adjustment

53,925 

19,804 

124,490 

139,412 

80,637 

261,528 

Write-offs Due to Payment

(11,852) 

(389,625) 

(214,153) 

(61,812) 

(1,490,596) 

(754,674) 

Balance at End

4,376,363 

3,360,140 

3,066,675 

4,346,769 

3,216,008 

2,963,877 

Escrow Deposits - Other Receivables

1,621,903 

1,183,226 

660,089 

1,580,209 

1,074,497 

621,366 

Escrow Deposits - Securities

10,022 

18,876 

18,098 

10,630 

17,913 

24,441 

Total Escrow Deposits (2)

1,631,925 

1,202,102 

678,187 

1,590,839 

1,092,410 

645,807 

Consolidated

01/01 a
06/30/2020

01/01 a
12/31/2019

Tax

Labor

Civil

Tax

Labor

Civil

Balance at Beginning

6,630,722 

3,517,432 

3,222,557 

6,294,007 

3,829,975 

3,401,483 

Recognition Net of Reversal (1) (3)

(20,283) 

534,785 

274,091 

197,158 

1,137,392 

491,755 

Inflation Adjustment

79,085 

23,353 

126,724 

217,949 

102,247 

266,496 

Write-offs Due to Payment

(17,057) 

(423,250) 

(301,648) 

(78,393) 

(1,552,183) 

(937,177) 

Balance at End

6,672,467 

3,652,320 

3,321,724 

6,630,721 

3,517,431 

3,222,556 

Escrow Deposits - Other Receivables

2,605,570 

1,286,718 

668,416 

2,552,068 

1,161,209 

629,088 

Escrow Deposits - Securities

10,932 

18,876 

18,098 

11,488 

17,913 

24,441 

Total Escrow Deposits (2)

2,616,502 

1,305,594 

686,514 

2,563,556 

1,179,122 

653,528 

(1) Tax risks include the constitution of provisions for taxes related to judicial and administrative proceedings and legal obligations, recorded in tax expenses, other operating income and other operating expenses and income tax and social contribution.

(2) Refer to the amounts of deposits in guarantees, limited to the amount of the provision and do not include deposits in guarantee related to possible and/or remote contingencies and appeal deposits.

(3) In the first half of 2019, the Bank entered into an agreement with a former controller where the registered obligations became the Bank's responsibility, with no impact on the result (Notes 19 and 20.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$1,923,310 in the Bank and R$3,809,318 in the Consolidated (12/31/2019 - R$1,903,369 in the Bank and R$3,769,611 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.

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) in Customer Operations - R$919,496 (12/31/2019 - R$906,355) at the Bank and Consolidated: in May 2003, the Brazilian Federal Revenue Service issued an infraction notice at Santander Distribuidora de Titulos e Valores Mobiliários Ltda. (Santander DTVM) and another auto at Banco Santander (Brasil) SA The object of the case was the collection of CPMF on operations carried out by Santander DTVM in the management of its customers' funds and clearing services provided by the Bank to Santander DTVM, which occurred during the years 2000, 2001 and 2002. In June 2015, defenses were assessed with unfavorable decisions at the administrative level (CARF). On July 3, 2015, Banco and Santander Brasil Tecnologia S.A. (current name of Produban Serviços de Informática S.A. and Santander DTVM) filed a lawsuit seeking to cancel both tax debts. This lawsuit was ruled groundless and is currently awaiting judgment by the Regional Federal Court (TRF 3). Based on the legal advisors' assessment, a provision was set up to cover the loss considered probable in the lawsuit.

National Social Security Institute (INSS) - R$286,863 in the Bank and R$286,871 in the Consolidated (12/31/2019 - R$282,046 in the Bank and R$282,053 in the Consolidated): Banco Santander and the subsidiaries discuss the collection of administrative and judicial claims social security and education salary contributions on various amounts that, according to the opinion of legal advisors, do not have a salary nature.

Services Tax (ISS) - Financial Institutions - R$209,655 in the Bank and R$236,965 in the Consolidated (12/31/2019 - R$208,561 in the Bank and R$224,631 in the Consolidated): Banco Santander and the subsidiaries discuss the requirement administratively and judicially , by several municipalities, the payment of ISS on various revenues arising from operations that are not usually classified as service provision. In addition, other actions involving ISS, classified as possible loss risk, are described in note 20.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.

Former Banespa employees. Action distributed in 1998 by the Banespa Retired Association (AFABESP) requiring the payment of a semiannual bonus provided for in the Banespa regulations, according to which the payment will be made in the event that the Bank makes a profit and the distribution of this profit is approved by the board of directors. management or, alternatively, PLR, to retired employees of the extinct Banco do Estado de São Paulo SA - Banespa, hired until May 22, 1975. The bonus was not paid in 1994 and 1995 because the bank did not make a profit during these years. Partial payments were made between 1996 and 2000 as approved by the board of directors. The aforementioned clause was excluded from the regulation in 2001. The lawsuit was upheld by the Superior Labor Court. The Bank filed the appropriate funds with the STF, which, due to a monocratic decision, dismissed the appeal. A rescissory action was brought to dismiss the decision of the main action and suspend execution. There is a preliminary injunction in force that authorizes the execution of necessary enforcement acts to proceed with the execution until the attachment, however, any acts of seizure of assets or blocking of cash are prohibited until the judgment of the rescission action.

As of June 30, 2020, the case is classified as a probable loss and the provision was recorded based on the estimated loss.

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.

Banco Santander is also a party to public civil actions on the same matter, filed by consumer protection entities, the Public Ministry or Public Defenders. The provision is set up only for cases with probable risk, based on requests for individual executions. The matter is still under analysis in the STF, with the suspension of all appeals having been determined, excluding processes that have not yet been ruled or are in final execution. There is jurisprudence in the STF in favor of banks regarding an economic phenomenon similar to that of savings, as in the case of the correction of time deposits (CDBs) and the corrections applied to contracts (tablita).

However, the STF's jurisprudence has not yet been consolidated on the constitutionality of the rules that changed Brazil's monetary standard. On April 14, 2010, the Supreme Court of Justice (STJ) decided that the deadline for filing public civil actions that discuss the purges is 5 years from the date of the plans, but this decision has not yet been decided. Thus, with this decision, most of the actions, as they were proposed after the 5-year period, will probably be dismissed, reducing the amounts involved. The STJ also decided that the deadline for individual savers to qualify for Public Civil Actions is also 5 years, counted from the final judgment of the respective sentence. Banco Santander believes in the success of the arguments defended before these courts for their content and foundation.

At the end of 2017, the Attorney General's Office (AGU), Bacen, the Consumer Protection Institute (Idec), the Brazilian Savers Front (Febrapo) and the Brazilian Federation of Banks (Febraban) signed an agreement that seeks to close the legal disputes over the Economic Plans.

The discussions focused on defining the amount that would be paid to each author according to the balance in the booklet on the date of the plan. The total amount of payments will depend on the number of members, and also on the number of savers who have proven in court the existence of the account and the balance on the anniversary date of the change in the indexes. The agreement term negotiated between the parties was approved by the STF.

In a decision issued by the STF, there was a national suspension of all cases that deal with the issue for the duration of the agreement, except for cases in final compliance with the sentence.

On March 11, 2020, the agreement was extended by means of an amendment, with the inclusion of actions that involve only the discussion of the Collor I Plan. Such extension has a term of 5 years. The approval of the terms of the additive occurred on June 3, 2020.

Management considers that the provisions set up are sufficient to cover the risks involved with the economic plans, considering the approved agreement.

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$27,316 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 June 30, 2020, the amounts related to these proceedings totaled approximately R$5,575 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 June 30, 2020, the amounts related to these proceedings totaled approximately R$3,496 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 June 30, 2020, the amounts related to these proceedings totaled approximately R$4,801 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 June 30, 2020, the balance was approximately R$1,432 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 June 30, 2020, the amount related to this claim is approximately R$612 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 June 30, 2020, the amount was R$1,066 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 June 30, 2020, the amounts related to these proceedings totaled approximately R$642 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 June 30, 2020, the amount related to this lawsuit is approximately R$402 million.

The labor claims with classification of loss risk as possible totaled R$134 million in Consolidated, excluding the lawsuits below:

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. 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$2,055 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$102,977, R$213 and R$639 (12/31/2019 - R$102,481, R$213 e R$578) in the Consolidated, respectively, recorded in other obligations - miscellaneous (Note 19) under the responsibility of the former controlling shareholders of banks and acquired companies. Based on the contracts signed, these actions are guaranteed full reimbursement by the former controlling shareholders, whose respective rights were accounted for in other credits - miscellaneous (Note 12).

21.   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

06/30/2020

12/31/2019

Common

Preferred

Total

Common

Preferred

Total

Brazilian Residents

112,276 

137,995 

250,271 

90,069 

115,785 

205,854 

Foreign Residents

3,706,419 

3,541,841 

7,248,260 

3,728,626 

3,564,051 

7,292,677 

Total

3,818,695 

3,679,836 

7,498,531 

3,818,695 

3,679,836 

7,498,531 

(-) Treasury Shares

(18,871) 

(18,871) 

(37,742) 

(16,702) 

(16,702) 

(33,404) 

Total Outstanding

3,799,824 

3,660,965 

7,460,789 

3,801,993 

3,663,134 

7,465,127 

 

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.

CMN Resolution nº 4,820, of May 29, 2020, prohibits the institutions authorized to operate by the Central Bank of Brazil to pay interest on own capital and dividends above the mandatory minimum established in the bylaws, including in advance, until December 31 December 2020. The rule also prohibits the reduction of share capital, except in specific situations and the increase in the remuneration of its officers, administrators and members of the Board of Directors and the Fiscal Council.

The following distribution of dividends and interest on capital made on June 30, 2020 and December 31, 2019.

06/30/2020

In Thousands

Brazilian Real per Thousand Shares/Units

of Brazilian Real

Gross

Net

 

 

 

 

Common

Preferred

Unit

Common

Preferred

Unit

Interest on Capital (1)(2)

890,000 

113.7129 

125.0842 

238.7972 

96.6560 

106.3216 

202.9776 

Total

890,000 

(1) Deliberated by the Board of Directors on April 27, 2020, paid on June 24, 2020, without any monetary restatement.

(2) They were fully imputed to the minimum mandatory dividends to be distributed by the Bank for the fiscal year 2020.

12/31/2019

 

In Thousands

Brazilian Real per Thousand Shares/Units

of Brazilian Real

Gross

Net

Common

Preferred

Unit

Common

Preferred

Unit

 

Interest on Capital (1) (6)

1,000,000 

127.5853 

140.3438 

267.9291 

108.4475 

119.2922 

227.7397 

 

Interest on Capital (2) (6)

1,000,000 

127.6399 

140.4039 

268.0438 

108.4939 

119.3433 

227.8372 

 

Interest on Capital (3) (6)

1,000,000 

127.6610 

140.4271 

268.0881 

108.5119 

119.3631 

227.8750 

 

Interest on Capital (4) (6)

1,010,000 

128.9673 

141.8641 

270.8314 

109.6222 

120.5844 

230.2066 

 

Interim Dividends (5) (6)

6,790,000 

867.0180 

953.7197 

1,820.7377 

 

Total

10,800,000 

 

(1) Deliberated by the Board of Directors on March 29, 2019, paid on May 28, 2019, without any monetary restatement.

(2) Deliberated by the Board of Directors on June 28, 2019, paid on July 31, 2019, without any monetary restatement.

(3) Deliberated by the Board of Directors on September 30, 2019, paid on October 30, 2019, without any monetary restatement.

(4) Deliberated by the Board of Directors on December 27, 2019, paid on February 21, 2020, without any monetary restatement.

(5) Deliberated by the Board of Directors on December 27, 2019, paid on February 21, 2020, without any monetary restatement.

(6) The amount of interest on own capital and interim dividends was fully imputed to the minimum mandatory dividends distributed by the Bank for the year 2019.

 

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, 2019, the Bank’s Board of Directors approved, in continuation of the buyback program that expired on November 5, 2019, 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 37,256,072 Units, representing 37,256,072 common shares and 37,256,072 preferred shares, which, on December 31, 2019, corresponded to approximately 1% of the Bank’s share capital. On December 31, 2019, the Bank held 15,843,587 common shares and 15,843,587 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 5, 2019, and will expire on November 4, 2020.

Bank/Consolidated

Shares in Thousands

06/30/2020

12/31/2019

Quantity

Quantity

Units

Units

Treasury Shares at Beginning of the Period

16,702 

13,317 

Shares Acquisitions

5,052 

6,465 

Payment - Share-Based Compensation

(2,883) 

(3,080) 

Treasury Shares at Beginning of the Period

18,871 

16,702 

Subtotal - Treasury Shares in Thousands of Reais

$790,737 

$679,364 

Issuance Cost in Thousands of Reais

$1,771 

$1,771 

Balance of Treasury Shares in Thousands of Reais

$792,508 

$681,135 

Cost/Share Price

Units

Units

Minimum Cost

$7.55 

$7.55 

Weighted Average Cost

$33.23 

$32.10 

Maximum Cost

$49.55 

$49.55 

Share Price

$25.50 

$42.60 

(*) Considering since the beginning of operations on the stock exchange.

e) Minority Interest

Stockholders’ Equity

Non Controlling Interest

06/30/2020

12/31/2019

01/01 a
06/30/2020

01/01 a 06/30/2019

Banco RCI Brasil S.A. (Note 2.b)

802,884 

790,340 

(60,078) 

(56,175) 

Banco Hyundai Capital Brasil S.A.

156,817 

148,589 

(8,229) 

1,173 

Banco PSA (Note 2.b)

136,434 

131,222 

(5,212) 

(7,717) 

Rojo Entretenimento S.A.

7,210 

7,245 

35 

(64) 

Santander Leasing (Note 2.b)

447 

444 

Olé Consignado (Note 2.b)

617,518 

(100,304) 

FI RN Brasil - Financiamento de Veículos (1)

(6,951) 

Getnet S.A. (Note 2.c)

(3,962) 

FI Direitos Creditórios RCI Brasil I (1)

(4,117) 

Return Capital Serviços de Recuperação de Créditos S.A. (Note 2.c)

(1,061) 

Total

1,103,345 

1,695,361 

(73,040)

(179,178)

(1) Investment funds closed during 2019.

22.   Related Parties

a) Key Management Personnel Compensation

The Bank's Board of Directors' Meeting held on March 26, 2020 approved, in accordance with the favorable recommendation of the Compensation Committee, the proposal for the maximum global compensation for the Directors (Board of Directors and Executive Board) for the year 2020, in the amount up to R$400,000,000 (four hundred million reals), covering fixed, variable and share-based compensation and other benefits. The proposal was the subject of a resolution at the Annual General Meeting (AGM) to be held on April 30, 2020.

a.1) Long Term Benefits

The Bank, as well as Banco Santander Espanha, as well as other subsidiaries of the Santander Group in the world, has long-term remuneration programs linked to the performance of the market price of its shares, based on the achievement of goals (Note 30.b).

a.2) Short Term Benefits

The following table shows the salaries and fees of the Board of Directors and Executive Board and refers to the amount recognized as an expense in the period ended June 30, 2020 and 2019, by Banco Santander and its subsidiaries to their Directors for the positions they hold Banco Santander and other companies of the Santander Conglomerate.

The amounts related to the Variable and Share-Based Compensation will be paid in the subsequent periods.

01/01 a
06/30/2020

01/01 a
06/30/2019

Fixed Compensation

45,633 

45,678 

Variable Compensation - in cash

60,187 

51,558 

Variable Compensation - in shares

48,574 

58,876 

Others

23,160 

19,933 

Total Short-Term Benefits

177,554 

176,047 

Variable Compensation - in cash

77,983 

67,569 

Variable Compensation - in shares

56,145 

76,875 

Total Long-Term Benefits

134,128 

144,444 

Total

311,682 

320,491 

(*) The table includes the balance of deferred variable remuneration from previous years, duly accounted for in the respective years of competence.

Additionally, in the second quarter of 2020, charges on Management's remuneration were paid in the amount of R$15,037 (2019 - R$35,128).

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 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

06/30/2020

Stockholders

Common Shares

Common Shares (%)

Preferred Shares

Preferred Shares (%)

Total Shares

Total 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

2,725 

0.1% 

2,734 

0.1% 

5,459 

0.1% 

Directors (*)

5,020 

0.1% 

5,020 

0.1% 

10,040 

0.1% 

Others

352,859 

9.2% 

380,654 

10.3% 

733,513 

9.8% 

Total Outstanding

3,799,824 

99.5% 

3,660,965 

99.5% 

7,460,789 

99.5% 

Treasury Shares

18,871 

0.5% 

18,871 

0.5% 

37,742 

0.5% 

Total

3,818,695 

100.0% 

3,679,836 

100.0% 

7,498,531 

100.0% 

Free Float (2)

355,583 

9.3% 

383,387 

10.4% 

738,970 

9.9% 

 

Shares in Thousands

12/31/2019

Stockholders

Common Shares

Common Shares (%)

Preferred Shares

Preferred Shares (%)

Total Shares

Total Shares (%)

Sterrebeeck B.V. (1)

1,809,583 

47.4% 

1,733,644 

47.1% 

3,543,227 

47.3% 

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

2,526 

0.1% 

2,533 

0.1% 

5,059 

0.1% 

Directors (*)

4,525 

0.1% 

4,525 

0.1% 

9,050 

0.1% 

Others

355,722 

9.3% 

383,519 

10.4% 

739,241 

9.9% 

Total Outstanding

3,801,993 

99.6% 

3,663,134 

99.6% 

7,465,127 

99.6% 

Treasury Shares

16,702 

0.4% 

16,702 

0.4% 

33,404 

0.4% 

Total

3,818,695 

100.0% 

3,679,836 

100.0% 

7,498,531 

100.0% 

Free Float (2)

358,248 

9.4% 

386,053 

10.5% 

744,301 

9.9% 

(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 Transactions with Related Parties approved by the Board of Directors, which aims to ensure that all transactions included in the policy are carried out in view of the interests of Banco Santander and its shareholders. The policy defines powers to approve certain transactions by the Board of Directors. The envisaged rules are also applied to all employees and managers of Banco Santander and its subsidiaries.

The operations and remuneration of services with related parties are carried out in the normal course of business and under conditions of exchange, including interest rates, terms and guarantees, and do not involve risks greater than the normal collection or have other disadvantages.

Bank

Consolidated

Assets

Income

Assets

Income

Assets

Income

Assets

Income

(Liabilities)

(Expenses)

(Liabilities)

(Expenses)

(Liabilities)

(Expenses)

(Liabilities)

(Expenses)

06/30/2020

01/01 a
06/30/2020

12/31/2019

01/01 a 06/30/2019

06/30/2020

01/01 a
06/30/2020

12/31/2019

01/01 a 06/30/2019

Cash

475,087 

840,686 

2,285,664 

1,106,373 

Banco Santander Espanha (2)

432,720 

770,425 

2,243,297 

1,089,578 

Others

42,367 

70,261 

42,367 

16,795 

Interbank Investments

90,045,302 

2,166,942 

76,904,602 

2,279,350 

2,557,292 

7,904 

4,111,489 

62,506 

Aymoré CFI (3)

43,496,304 

1,228,843 

42,683,530 

1,519,557 

Banco Santander Espanha (1) (2)

2,557,292 

7,876 

4,111,489 

62,404 

2,557,292 

7,904 

4,111,489 

62,506 

Banco PSA

1,054,686 

1,725 

46,082 

Banco RCI Brasil S.A

4,062,278 

103,524 

4,314,399 

99,206 

Bandepe(3)

23,368,728 

292,099 

10,051,166 

43,993 

Olé Consignado (3)

13,517,163 

480,182 

12,412,492 

507,836 

Others

1,988,851 

52,693 

3,331,526 

272 

Securities

332,438 

6,518 

375,377 

10,950 

Santander Leasing (3)

332,438 

6,518 

375,377 

10,950 

Derivatives Financial Instruments - Net

(2,675,414)

1,235,757 

(1,004,057)

(469,295)

(3,053,701)

(1,823,457)

(1,172,059)

(402,501)

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

(152,724) 

(544,108) 

(113,931) 

27,021 

(152,473) 

(544,108) 

(113,931) 

27,021 

Banco Santander Espanha (2)

(2,906,226) 

(1,207,616) 

(1,026,552) 

(400,021) 

(2,901,228) 

(1,279,487) 

(1,058,128) 

(429,565) 

Santander FI Amazonas (3)

35,205 

Santander FI Hedge Strategies (3)
  (Nota 2)

1,160,914 

1,373,287 

255,838 

1,008 

Getnet S.A.

(4,547) 

Santander Hermes Multi Créd Priv Infra Fundo de Invest

102,921 

Santander FI Diamantina (3)

(845,106) 

1,465,516 

(201,763) 

(230,926) 

Key Management Personnel

138 

82,351 

43 

138 

43 

Others

67,728 

148,540 

Interfinancial Relations

11,818,293 

9,879 

9,206,678 

1,851 

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

11,811,759 

5,303 

9,198,824 

894 

Santander Leasing (3)

6,534 

4,576 

7,854 

958 

Loan Operations

893,547 

446 

616,157 

1,339 

41,142 

461 

11,284 

1,342 

Getnet S.A.

852,787 

605,157 

Gestora de Inteligência de Crédito

30,244 

30,244 

Loop Gestão de Pátios S.A.

Key Management Personnel (9)

10,516 

446 

11,000 

261 

10,898 

461 

11,284 

264 

Others

1,078 

1,078 

Dividends and Bonuses Receivables

10,043 

280,500 

28,129 

20,367 

Aymoré CFI(3)

37,949 

Banco RCI Brasil S.A.(3)

25,091 

Santander Brasil Tecnologia S.A.

2,729 

Santander Leasing (3)

2,105 

Santander Corretora de Seguros (3)

4,286 

Santander Auto S.A

13 

Webmotors S.A(5)

28,116 

20,367 

Getnet S.A.(3)

67,518 

Sancap Investimentos e Participações S.A. (3)

64,594 

Olé Consignado

75,000 

Others

923 

10,347 

Trading Account

678,096 

4,116 

504,782 

1,075 

678,096 

89,364 

504,782 

(12,541)

Banco Santander Espanha(2)

678,096 

4,116 

504,782 

1,075 

678,096 

89,364 

504,782 

(12,541) 

Foreign Exchange Portfolio - Net

480,203 

881,385 

294,581 

(4,202)

480,203 

881,385 

294,581 

(4,685)

Banco Santander Espanha(2)

480,203 

881,325 

294,581 

(4,202) 

480,203 

881,325 

294,581 

(4,763) 

Key Management Personnel

60 

60 

78 

Income Receivable

810,634 

959,630 

884,878 

1,078,744 

831,067 

1,114,259 

901,574 

1,550,460 

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

756,197 

849,750 

826,100 

961,115 

776,630 

963,317 

842,796 

1,393,931 

Zurich Santander Brasil Seguros S.A.(8)

54,437 

109,880 

58,778 

117,630 

54,437 

150,942 

58,778 

156,529 

Receivables from Affiliates

50,036 

319,289 

19,396 

360,117 

5,624 

5,047 

4,853 

3,352 

Santander Capitalização S.A. (3)

3,015 

Aymoré CFI

220,732 

243,051 

Santander FI Diamantina(3)

1,650 

14,781 

Santander Brasil Gestão de Recursos Ltda.(4)

169 

4,443 

239 

4,443 

Super Pagamentos e Administração de Meios Eletrônicos S.A.

532 

Santander Brasil Tecnologia S.A.

32,190 

489 

Santander CCVM

33,046 

26,505 

Gesban Servicios Administrativos Globales, S.L.

23 

Santander Brasil Consórcio

530 

10,518 

9,176 

Santander Corretora de Seguros

16,799 

15,816 

Esfera Fidelidade S.A.

3,892 

1,540 

10,064 

Banco Santander Espanha (2)

4,516 

4,516 

4,516 

4,516 

Santander FI Hedge Strategies(3) (Nota 2)

5,312 

2,429 

2,883 

Getnet S.A. (3) (7)

316 

3,003 

316 

31,870 

Others

1,461 

8,494 

1,617 

33,700 

314 

604 

337 

3,352 

Non Operating Income

168,588 

168,588 

Super Pagamentos e Administração de Meios Eletrônicos S.A.

168,588 

168,588 

Other Receivables - Others

1,953,190 

154,774 

307,201 

185,078 

2,006,540 

37,959 

347,335 

22,746 

Gesban Servicios Administrativos Globales, S.L.

8,006 

Banco Santander Espanha (2)

1,946,002 

273,232 

2,006,501 

(35) 

347,335 

(44) 

Santander Capitalização S.A. (3)

4,540 

129,984 

29,749 

165,225 

Banco Santander International (4)

23,721 

17,476 

23,721 

17,476 

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

750 

742 

4,263 

4,255 

Key Management Personnel

93 

97 

143 

170 

Others

2,648 

226 

4,220 

1,538 

39 

1,861 

889 

Deposits

(27,544,120)

406,918 

(12,220,825)

93,899 

(1,041,304)

(16,603)

(1,073,134)

(65,398)

Santander Leasing

(136,456) 

(1,084) 

(64,547) 

(6,937) 

Banco Santander Espanha

(11,893) 

(12,294) 

(52,325) 

Aymoré CFI

(772,013) 

(19,848) 

(672,355) 

(141,986) 

Zurich Santander Brasil Seguros e Previdência S.A

(229,480) 

(199,934) 

(229,480) 

Zurich Santander Brasil Seguros S.A

(15,332) 

(15,332) 

(199,934) 

Santander Brasil Gestão de Recursos Ltda.(4)

(137,816) 

(3,174) 

(332,916) 

(7,629) 

(137,816) 

(3,174) 

(332,916) 

(7,629) 

Fundo de Investimento Santillana (4)

(20,992) 

(3,314) 

(20,571) 

(37,181) 

(20,992) 

(3,314) 

(20,571) 

(37,181) 

Santander Brasil Tecnologia S.A.

(572) 

(53) 

(1,345) 

Banco RCI Brasil S.A.

(321,967) 

(3,316) 

(752) 

Santander Securities Services Brasil DTVM S.A.

(477,978) 

(9,098) 

(404,427) 

(14,677) 

(477,978) 

(9,098) 

(14,677) 

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

(1,798) 

(404,427) 

(1,798) 

Santander FI Hedge Strategies (3)
  (Nota 2)

(1,979,601) 

(745,350) 

319,802 

Santander FI Diamantina(3)

(22,987,522) 

452,610 

(8,920,327) 

Super Pagamentos e Administração de Meios Eletrônicos S.A.

(1) 

(2,008) 

(1) 

Key Management Personnel

(38,621) 

(552) 

(36,068) 

(982) 

(38,661) 

(552) 

(36,104) 

(982) 

Others

(413,877) 

(5,252) 

(812,036) 

(10,608) 

(68,720) 

(464) 

(79,182) 

(3,131) 

Repurchase Commitments

(5,967,158)

(87,367)

(5,691,457)

(156,544)

(22,824)

Santander FI Amazonas(3)

(410,795) 

(3,210) 

(131,317) 

(7,553) 

Super Pagamentos e Administração de Meios Eletrônicos S.A.

(1,806) 

(1,806) 

Santander Leasing(3)

(1,328,849) 

(20,457) 

(1,253,584) 

(42,535) 

Santander CCVM(3)

(161,760) 

(2,074) 

(97,488) 

(2,245) 

Santander FI SBAC(3)

(2,923,824) 

(19,584) 

(2,713,050) 

(77,518) 

Santander FI Guarujá(3)

(431,565) 

(6,861) 

(372,545) 

(10,264) 

Santander FI Diamantina(3)

(297,500) 

(6,062) 

(255,043) 

(1,294) 

Santander FI Unix(3)

(25,502) 

(2,332) 

(366,357) 

(10,015) 

Fundo de Investimento Santillana (4)

(21,011) 

(21,011) 

Key Management Personnel

(7) 

(10) 

(7) 

Others

(387,363) 

(3,963) 

(502,073) 

(5,109) 

Funds from Acceptance and Issuance of Securities

(99,858)

(1,959)

(89,074)

(2,479)

(99,858)

(1,959)

(89,074)

(2,479)

Key Management Personnel

(99,858) 

(1,959) 

(89,074) 

(2,479) 

(99,858) 

(1,959) 

(89,074) 

(2,479) 

Loan and Onlendings

(8,553,557)

(1,383)

(2,581,530)

(5,477,457)

(1,383)

(59,227)

Banco Santander Río S.A.

(59,227) 

Banco Santander Espanha (2)

(5,477,457) 

(1,383) 

(5,477,457) 

(1,383) 

Santander Brasil EFC (3)

(3,076,100) 

(2,581,530) 

Dividends and Bonuses in Paying

(10,140)

(6,886,828)

(10,140)

(6,886,828)

Banco Santander Espanha (2)

(1,067,623) 

(1,067,623) 

Sterrebeeck B.V. (2)

(3,629,772) 

(3,629,772) 

GES (2) (4)

(2,177,207) 

(2,177,207) 

Banco Madesant(4)

(1,948) 

(1,948) 

Key Management Personnel (11)

(10,140) 

(10,278) 

(10,140) 

(10,278) 

Payables from Affiliates

(364,005)

(1,100,174)

(127,148)

(363,827)

(258,343)

(771,170)

(28,349)

(127,679)

Santander Brasil Tecnologia S.A. (3)

(4,353) 

(216,586) 

(46) 

(161,815) 

Banco Santander Espanha

(112,146) 

(611,455) 

(978) 

(112,167) 

(611,455) 

(21) 

(977) 

Santander Corretora de Seguros (3)

(8,040) 

(91,769) 

(12,127) 

(61,381) 

Getnet S.A. (3)

(12,786) 

(11,280) 

(12,886) 

(15,282) 

Santander Securities Services Brasil DTVM S.A.

(8,249) 

(22,963) 

(23,941) 

(8,249) 

(22,963) 

(5,066) 

(23,941) 

Santander Leasing(3)

(79,374) 

(79,387) 

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

(14,406) 

(14,406) 

(259) 

(14,406) 

(913) 

Santander Global Technology, S.L., SOCI

(123,390) 

(119,503) 

(8,240) 

(81,448) 

(123,390) 

(119,892) 

(8,240) 

(82,084) 

Others

(1,261) 

(26,618) 

(14,462) 

(18,983) 

(131) 

(16,601) 

(616) 

(19,764) 

Subordinated Debts

(13,822,242)

(4,305,699)

(10,175,961)

(389,049)

(13,822,242)

(4,305,699)

(10,175,961)

(389,049)

Banco Santander Espanha (2) (6)

(13,822,242) 

(4,305,699) 

(10,175,961) 

(389,049) 

(13,822,242) 

(4,305,699) 

(10,175,961) 

(389,049) 

Donations

(8,300)

(8,150)

(9,130)

(9,595)

Santander Cultural

(775) 

Fundação Sudameris

(8,300) 

(8,150) 

(8,300) 

(8,150) 

Fundação Santander

(830) 

(670) 

Other Payables – Others

(4,111,918)

(923,378)

(3,926,496)

(773,113)

(499,473)

(535,877)

(379,980)

(176,659)

Banco Santander Espanha(2)

(52,777) 

(1,837) 

(4,007) 

(54,141) 

(1,943) 

(1,277) 

(4,007) 

TecBan (5)

(186,316) 

(166,642) 

(186,316) 

Santander Brasil Tecnologia S.A.(3)

(110,980) 

(128,414) 

Aquanima Brasil Ltda.(4)

(14,608) 

(13,825) 

(14,697) 

(13,838) 

Santander Securities Services Brasil DTVM S.A.

(2,020) 

(1,698) 

(2,020) 

(1,698) 

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

(20,439) 

(12,201) 

(21,219) 

(11,498) 

Getnet S.A. (3)

(3,644,474) 

(318,356) 

(3,573,943) 

(330,603) 

Key Management Personnel

(414,667) 

(279,987) 

(352,553) 

(125,567) 

(423,178) 

(311,682) 

(357,249) 

(144,732) 

Others

(9,274) 

(2,357) 

(1,715) 

(7,018) 

(235) 

(886) 

Guarantees and Limits (9)

8,306 

27 

5,010 

8,306 

27 

5,010 

Key Management Personnel (9)

8,306 

27 

5,010 

8,306 

27 

5,010 

(1) Refers to investments in foreign currency (overnight investments) with maturity on June 1, 2020 and interest of up to 0.07% p.a. (12/31/2019 - maturing on January 2, 2020 and interest of up to 1.53% p.a.) maintained by Banco Santander Brasil and its Grand Cayman Branch.

(2) Controller - Banco Santander is indirectly controlled by Banco Santander Espanha (Notes 1 and 30.d), through the subsidiaries GES and Sterrebeeck B.V.

(3) Direct or indirect subsidiary by Banco Santander.

(4) Direct or indirect subsidiary by Banco Santander Espanha.

(5) Jointly-controlled company - Banco Santander.

(6) Refers to the portion acquired by the Controller from the PR Optimization Plan carried out in the first half of 2018.

(7) Corresponds to receivables related to Acquiring.

(8) Significant influence of Banco Santander Espanha.

(9) Refers to the recording in the clearing accounts of Guarantees and Limits of credit operations with Key Management Personnel.


23.   Income from Services Rendered and Banking Fees

Bank

Consolidated

 01/01 to 06/30/2020

 01/01 to 06/30/2019

 01/01 to 06/30/2020

 01/01 to 06/30/2019

Asset Management

293,212 

346,878 

478,262 

516,439 

Checking Account Services

1,883,449 

1,841,586 

1,886,283 

1,860,682 

Lending Operations and Income from Guarantees Provided

512,040 

485,154 

670,355 

665,565 

   Lending Operations

216,868 

210,489 

375,183 

390,900 

   Income Guarantees Provided

295,172 

274,665 

295,172 

274,665 

Insurance Fees

1,074,644 

1,204,946 

1,464,206 

1,514,185 

Cards (Debit and Credit) and Acquiring Services

1,742,809 

2,080,008 

2,562,007 

3,086,364 

Collection

715,773 

750,878 

717,643 

752,596 

Brokerage, Custody and Placement of Securities

335,219 

383,149 

477,462 

477,403 

Others

100,147 

118,596 

328,127 

278,416 

Total

6,657,293 

7,211,195 

8,584,345 

9,151,650 

 

24.   Personnel Expenses

Bank

Consolidated

 01/01 to 06/30/2020

 01/01 to 06/30/2019

 01/01 to 06/30/2020

 01/01 to 06/30/2019

Compensation

1,826,713 

1,912,978 

2,066,652 

2,159,757 

Charges

658,311 

678,171 

775,393 

793,190 

Benefits

631,309 

664,550 

724,363 

750,843 

Training

23,188 

25,574 

25,442 

28,084 

Others

2,828 

4,471 

29,776 

5,569 

Total

3,142,349 

3,285,744 

3,621,626 

3,737,443 

 

25.   Other Administrative Expenses

Bank

Consolidated

 01/01 to 06/30/2020

 01/01 to 06/30/2019

 01/01 to 06/30/2020

 01/01 to 06/30/2019

Depreciation and Amortization

1,257,520 

1,078,880 

1,512,014 

1,351,054 

Outsourced and Specialized Services

883,218 

920,319 

1,171,919 

1,161,527 

Communications

183,084 

194,991 

194,710 

207,100 

Data Processing

1,318,879 

1,180,580 

1,321,438 

1,194,657 

Advertising, Promotions and Publicity

211,203 

205,397 

275,672 

299,385 

Rentals

395,265 

379,251 

404,137 

393,495 

Transportation and Travel

45,976 

72,323 

58,553 

91,862 

Financial System Services

129,434 

114,040 

168,513 

144,806 

Security and Money Transport

291,742 

309,572 

292,274 

311,110 

Asset Maintenance and Upkeep

131,340 

110,891 

147,124 

118,901 

Water, Electricity and Gas

99,268 

109,147 

101,372 

111,923 

Materials

40,203 

20,668 

45,117 

22,583 

Others

292,721 

246,463 

440,639 

409,648 

Total

5,279,853 

4,942,522 

6,133,482 

5,818,051 

 

26.   Other Operating Income

Bank

Consolidated

 01/01 to 06/30/2020

 01/01 to 06/30/2019

 01/01 to 06/30/2020

 01/01 to 06/30/2019

Net Income Pension and Capitalization

247,674 

260,053 

Reversal of Operating Provisions - Fiscal (Note 20.c)

12,478 

20,283 

Monetary Adjustment of Escrow Deposits

194,100 

287,940 

222,440 

330,032 

Recoverable Taxes

104,250 

34,525 

121,134 

52,685 

Recovery of Charges and Expenses

601,061 

389,289 

474,281 

260,286 

Monetary Variation

26,311 

26,812 

Others

1,421,342 

461,435 

2,093,158 

670,647 

Total

2,333,231 

1,224,982 

3,178,973 

1,625,997 

 

27.   Other Operating Expenses

Bank

Consolidated

 01/01 to 06/30/2020

 01/01 to 06/30/2019

 01/01 to 06/30/2020

 01/01 to 06/30/2019

Operating Provisions

   Fiscal (Note 20.c)

15,878 

933 

   Labor (Note 20.c)

513,953 

264,252 

534,785 

307,277 

   Civil (Note 20.c)

192,461 

92,356 

274,091 

160,783 

Credit Cards (3)

1,753,724 

2,145,895 

1,421,928 

1,706,974 

Actuarial Losses - Pension Plan (Note 30.a)

138,385 

123,451 

139,468 

109,097 

Legal Fees and Costs

41,900 

80,043 

44,883 

96,314 

Serasa and SPC (Credit Reporting Agency)

25,085 

33,118 

26,254 

33,983 

Brokerage Fees

40,850 

48,512 

40,897 

48,602 

Commissions

301,632 

242,676 

928,968 

853,169 

Provision for financial guarantees provided (Note 21)

22,140 

22,140 

Others (1)

2,423,846 

1,195,542 

3,410,133 

1,946,562 

Total

5,453,976 

4,241,723 

6,843,547 

5,263,694 

(1) In the period ended June 30, 2020 and 2019, it mainly includes monetary restatement on provisions for lawsuits and administrative and legal obligations, provisions for the benefit guarantee fund and other provisions.

 

28.   Non-Operating Income

Bank

Consolidated

 01/01 to 06/30/2020

 01/01 to 06/30/2019

 01/01 to 06/30/2020

 01/01 to 06/30/2019

Result on sale of Investments

168,588 

168,588 

4,369 

Result on Sale of Other Assets

30,607 

6,573 

21,150 

1,111 

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

10,660 

(1,714) 

20,408 

(119,930) 

Expense on Assets Not in Use

(24,106) 

(28,462) 

(24,199) 

(28,725) 

Gains (Losses) of Capital

(739) 

971 

(2,977) 

535 

Other Income Net

45,820 

37,228 

53,613 

31,258 

Total

230,830 

14,596 

236,583 

(111,382)

 

29.   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 amounts appropriated by the sponsors for the first half of 2020 were R$31,442 (2019 - R$68,366) at the Bank and R$35,670 (2019 - R$73,271) at 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 amounts appropriated by the sponsors in the first half of 2020 were R$5,543 (2019 - R$2,524) in the Bank and R$6,781 (2019 - R$2,999) in the Consolidated.

Determination of Net Actuarial Assets (Liabilities)

Bank

06/30/2020

12/31/2019

Banesprev

Santander-Previ

Bandeprev

Banesprev

Santander-Previ

Bandeprev

Conciliation of Assets and Liabilities

Present Value of Actuarial Obligations

(24,967,422) 

(4,755) 

(1,662,090) 

(25,851,814) 

(4,890) 

(1,665,018) 

Fair Value of Plan Assets

23,086,379 

4,587 

2,184,891 

22,704,358 

4,214 

2,335,470 

(1,881,043)

(168)

522,801 

(3,147,456)

(676)

670,452 

Being:

Superavit

727,717 

522,801 

732,637 

670,453 

Deficit

(2,608,760) 

(168) 

(3,880,092) 

(676) 

Amount not Recognized as Assets

471,793 

520,339 

452,234 

667,810 

Net Actuarial Asset (Note 12)

255,923 

2,462 

280,403 

2,643 

Net Actuarial Liability (Note 19)

(2,608,760)

(168)

(3,880,092)

(676)

Payments Made on the Actuarial Liabilities

30,963 

(2) 

40,558 

125 

Revenues (Expenses) Recorded on the Actuarial Liabilities (Note 31)

(119,677) 

(32) 

(198) 

(250,710) 

(14) 

(357) 

Other Equity Valuation Adjustments

(3,534,294) 

382 

2,059 

(4,874,112) 

(159) 

2,040 

Actual Return on Plan Assets

1,211,354 

630 

(84,253) 

4,310,736 

284 

535,865 

 

Consolidated

06/30/2020

12/31/2019

Banesprev

Santander-Previ

Bandeprev

Banesprev

Santander-Previ

Bandeprev

Conciliation of Assets and Liabilities

Present Value of Actuarial Obligations

(25,375,054) 

(4,178) 

(1,438,801) 

(26,387,574) 

(4,890) 

(1,665,018) 

Fair Value of Plan Assets

22,395,703 

4,700 

2,258,949 

23,483,206 

4,214 

2,335,470 

(2,979,351)

522 

820,148 

(2,904,368)

(676)

670,452 

Being:

Superavit

904,593 

522 

820,148 

1,022,516 

670,453 

Deficit

(3,877,886) 

(3,926,884) 

(676) 

Amount not Recognized as Assets

589,374 

522 

817,340 

678,737 

667,810 

Net Actuarial Asset (Note 12)

315,219 

2,808 

343,779 

2,643 

Net Actuarial Liability (Note 19)

(3,877,886)

(3,926,884)

(676)

Payments Made on the Actuarial Liabilities

27,827 

127 

41,212 

125 

Revenues (Expenses) Recorded on the Actuarial Liabilities (Note 31)

(109,719) 

(7) 

(153) 

(250,880) 

 

 

(14) 

 

(357) 

Other Equity Valuation Adjustments

(4,965,786) 

511 

1,999 

(4,897,130) 

(159) 

(232) 

Actual Return on Plan Assets

3,105,096 

483 

395,197 

4,467,344 

284 

2,040 

Opening of gains (losses) actuarial from experience, financial assumptions and demographic hypotheses:

Bank

06/30/2020

12/31/2019

Banesprev

Santander-Previ

Bandeprev

Banesprev

Santander-Previ

Bandeprev

Experience Plan

(34,124) 

48 

(6,520) 

(424,903) 

(482) 

(17,686) 

Changes in Financial Assumptions

954,921 

(2,320,215) 

(308) 

(216,294) 

Changes in Demographic Assumptions

1,074 

Gain (Loss) Actuarial - Obligation

920,797 

48 

(6,520)

(2,744,044)

(790)

(233,980)

Return on Investment, Return Unlike Implied Discount Rate

418,388 

493 

(164,472) 

2,140,858 

(99) 

365,480 

Gain (Loss) Actuarial - Asset

418,388 

493 

(164,472)

2,140,858 

(99)

365,480 

Change in Irrecoverable Surplus

(3,618)

171,011 

7,745 

226 

(130,866)

 

 

 

 

 

Consolidated

06/30/2020

12/31/2019

Banesprev

Santander-Previ

Bandeprev

Banesprev

Santander-Previ

Bandeprev

Experience Plan

(223,239) 

20 

(6,600) 

(428,276) 

(482) 

(17,686) 

Changes in Financial Assumptions

(2,934,524) 

(2,398,517) 

(308) 

(216,294) 

Changes in Demographic Assumptions

1,228 

Gain (Loss) Actuarial - Obligation

(3,157,763)

20 

(6,600)

(2,825,565)

(790)

(233,980)

Return on Investment, Return Unlike Implied Discount Rate

2,226,438 

292 

310,004 

2,259,580 

(99) 

365,480 

Gain (Loss) Actuarial - Asset

2,226,438 

292 

310,004 

2,259,580 

(99)

365,480 

Change in Irrecoverable Surplus

(148,597)

(305)

(302,812)

(33,788)

226 

(130,866)

The following table shows the duration of the actuarial obligations of the plans sponsored by Banco Santander on December 31, 2019 and 2018, valid for June 30, 2020 and 2019:

Duration (in Years)

Plans

12/31/2019

12/31/2018

Banesprev

Plano I

12.31 

11.35 

Plano II

12.83 

11.73 

Plano III

10.52 

9.39 

Plano IV

15.47 

14.00 

Plano V

9.53 

8.87 

Pré-75

10.38 

9.62 

Meridional DCA, DAB e CACIBAN

6,67/6,03/7,33

6,37/5,79/6,79

Sanprev

Plano I

6.81 

6.47 

Plano II

11.7 

10.83 

Plano III

10.59 

9.66 

Bandeprev

Plano Básico

10.48 

9.57 

Plano Especial I

7.04 

6.7 

Plano Especial II

6.77 

6.52 

SantanderPrevi

SantanderPrevi

7.78 

7.3 

 

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.

Retired by HolandaPrevi (former name of SantanderPrevi): the Retirement health care plan, has a lifelong nature and is a closed mass. Upon termination, the employee should have completed 10 years of employment with Banco Real and 55 years of age. In this case, the continuity of the health care plan was offered, where the employee bears 70% of the monthly fee and the Bank subsidizes 30%. This rule was in force until December 2002 and after this period, the employee who was dismissed, with the status of Retired HolandaPrevi, bears 100% of the health plan monthly fee.

Ex-employees of Banco Real (Retired by Circulars): this is the granting of the medical assistance benefit to ex-employees of Banco Real. With a lifelong nature, it was granted in the same condition as the active employee, that is, with the same coverage and plan design.

Only the basic plans and the first apartment standard are eligible, if you choose the apartment plan, the beneficiary assumes the difference between the plans plus co-participation in the basic plan. New inclusion of dependents is not allowed. It has a subsidy of 90% of the plan.

Retired by Bandeprev: health care plan granted to retirees from the Banco do Estado de Pernambuco; this is a lifetime benefit. Banco Santander subsidizes 50% of the plan's value, for those who retired until November 27, 1998. For those who retired after this date, the subsidy is 30%.

Directors with Lifetime Benefit (Lifetime Directors): only a small, closed group of former Directors from Banco Sudameris is part of this benefit, 100% of which is subsidized by the Bank.

Free Clinic: free clinical health care plan is offered for life to retirees who have contributed to the Sudameris Foundation for at least 25 years and has a different standard, if the user chooses an apartment. The plan is offered only on a sickbed basis, in which case the cost is 100% from Sudameris Foundation.

Law 9,656 (Officers): Officers, Executive Officers, Vice-President Officers and Chief Executive Officer, may, as a matter of liberality, choose to remain for life in the health care plan, in case of termination of the link with Banco Santander or companies of its conglomerate without just cause; provided that they meet the following requirements: have contributed for at least 3 (three) years to the health plan; having served as a director at Banco Santander or companies in its conglomerate for at least 3 (three) years; be 55 years of age. The plan will be maintained in the same manner that the DIRECTOR enjoyed at the time of his dismissal, including with regard to the payment of his share, which must be made through a bank slip. Dependents active at the time of termination will be kept on the same level as the DIRECTOR, and new dependents are not permitted under any circumstances.

Life Insurance for Retirees (Life Insurance): granted to Retirees by Circulars: indemnity in cases of Natural Death, Disability due to Illness, Accidental Death. The grant is 45% of the premium amount. It is closed pasta.

Life Insurance Caixa Assistencial (Life Insurance): included in the life insurance mass in December 2018 the insurance of the pensioners of the DCA, DAB and CACIBAN plans. This insurance was granted to retirees of the former Banco Meridional, the coverage was in accordance with the choice of the retiree at the time of the benefit's adhesion. The Bank's subsidy is 50% of the premium amount for the holder and some retirees have the spouse clause bearing 100% of the cost. It is closed pasta.

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

06/30/2020

12/31/2019

06/30/2020

12/31/2019

Cabesp

Other Plans

Cabesp

Other Plans

Cabesp

Other Plans

Cabesp

Other Plans

Conciliation of Assets and Liabilities

Present Value of Actuarial Obligations

(4,969,575) 

(778,991) 

(5,222,673) 

(815,929) 

(4,862,349) 

(712,139) 

(5,435,878) 

(815,929) 

Fair Value of Plan Assets

4,708,219 

5,017,679 

4,686,901 

5,222,516 

(261,356)

(778,991)

(204,994)

(815,929)

(175,448)

(712,139)

(213,362)

(815,929)

 

Being:

Superavit

Deficit

(261,356) 

(778,991) 

(204,994) 

(815,929) 

(175,448) 

(712,139) 

(213,362) 

(815,929) 

Amount not Recognized as Assets

Net Actuarial Asset (Note 12)

Net Actuarial Liability (Note 19)

(261,356)

(778,991)

(204,994)

(815,929)

(175,448)

(712,139)

(213,362)

(815,929)

Payments Made on the Actuarial Liabilities

55,563 

19,845 

104,684 

39,381 

43,743 

20,348 

106,972 

39,381 

Revenues (Expenses) Recorded on the Actuarial Liabilities (Note 31)

(5,770) 

(30,155) 

(8,699) 

(86,262) 

(689) 

(31,774) 

(9,523) 

(86,262) 

Other Equity Valuation Adjustments

(1,259,224) 

(203,445) 

(1,150,027) 

(250,693) 

(1,066,284) 

(182,358) 

(1,128,152) 

(250,694) 

Actual Return on Plan Assets

(215,651) 

1,257,639 

819,799 

1,297,618 

Opening of gains (losses) actuarial from experience, financial assumptions and demographic hypotheses:

Bank

Consolidated

06/30/2020

12/31/2019

6/30/2020

12/31/2019

Cabesp

Other Plans

Cabesp

Other Plans

Cabesp

Other Plans

Cabesp

Other Plans

Experience Plan

(122,283) 

(10,649) 

(271,104) 

59,806 

(61,083) 

(366) 

(268,982) 

59,806 

Changes in Financial Assumptions

412,680 

57,898 

(990,138) 

(128,508) 

(863,421) 

(1,029,154) 

(128,508) 

Changes in Demographic Assumptions

Gain (Loss) Actuarial - Obligation

290,397 

47,249 

(1,261,242)

(68,702)

(924,504)

(366)

(1,298,136)

(68,702)

Return on Investment, Return Unlike Implied Discount Rate

(396,554) 

891,593 

637,331 

915,626 

Gain (Loss) Actuarial - Asset

(396,554)

891,593 

637,331 

915,626 

Change in Irrecoverable Surplus

68,671 

68,671 

71,698 

The following table shows the duration of the actuarial obligations of the plans sponsored by Banco Santander:

Duration (in Years)

Plans

06/30/2020

12/31/2019

Cabesp

14.57 

15.45 

Bandepe

14.96 

16.48 

Free Clinic

11.27 

11.91 

Lifelong Directors

8.67 

9.17 

Health Directors

28.16 

27.53 

Circular (1)

 11.54 and 11.03

 12.15 and 11.93

Life Insurance

7.97 

8.39 

(1) Duration 12.15 refers to the plan of former employees of Banco ABN Amro (12/31/2018 - 11.72) and 11.93 to the plan of former employees of Banco Real (12/31/2018 - 10.68).

c) Management of the Assets of the Plan

The main categories of assets as a percentage of total plan assets as of December 31, 2019 and 2018, valid for June 30, 2020 and 2019, are as follows:

Bank/Consolidated

12/31/2019

12/31/2018

Equity Instruments

0.0% 

0.0% 

Debt Instruments

92.9% 

92.9% 

Real Estate

0.3% 

0.3% 

Others

6.8% 

6.8% 

 

d) Actuarial Assumptions Adopted

Below are the actuarial assumptions adopted:

Bank/Consolidated

06/30/2020

12/31/2019

Pension

Health

Pension

Health

Nominal Discount Rate for Actuarial Obligation and Rate Calculation of Interest Under Assets to the Next Year

7,46%(1) e 7,05%

7.78% (2)

7.1% 

7.2% 

 

Estimated Long-term Inflation Rate

3.5% 

3.5% 

3.5% 

3.5% 

Estimated Salary Increase Rate

4.0% 

4.0% 

4.0% 

4.0% 

Boards of Mortality

AT2000

AT2000

AT2000

AT2000

(1) Banesprev II, V and Pré 75;

(2) Cabesp.

e) Sensitivity Analysis

Assumptions related to significant actuarial assumptions have an effect on the amounts recognized in profit or loss and on the present value of the obligations. Changes in the interest rate, mortality table and health care cost, as of December 31, 2019 and 2018, valid for June 30, 2020 and 2019, would have the following effects:

Bank/Consolidated

12/31/2019

12/31/2018

Effect on Current Service Cost and Interest

Effect on the Present Value of Obligations

Effect on Current Service Cost and Interest

Effect on the Present Value of Obligations

Discount Rate

(+)0,5%

(31,672) 

(440,072) 

(29,066) 

(307,980) 

(-)0,5%

35,572 

494,257 

32,403 

343,340 

Boards of Mortality

Applied (+) 2 years

(51,720) 

(718,632) 

(45,937) 

(486,742) 

Applied (-) 2 years

56,687 

787,636 

49,355 

522,958 

Cost of Medical Care

(+)0,5%

38,388 

533,380 

35,949 

380,906 

(-)0,5%

(35,060) 

(487,146) 

(32,100) 

(340,122) 

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. For the Board of Directors members in order to be eligible, it is necessary to exercise Executive Board functions.

f.1) Local and Global Programs

Below are the long-term compensation programs and their characteristics.

Program

Plan

Liquidity Type

Vesting Period

Period of Exercise/Settlement

Local

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

Money

Dec/2017 to Dec/19

In March/2020 and March/2021

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

Global

Long-Term Incentive Plan – DTA

Santander Brasil Bank Shares

2019 a 2022

In March/2023 and March/2030

(1) It aims at 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 evolution in this indicator with that of the main global competitors.

(3) The Plan does not cause dilution of the Bank's share capital, since it is paid in shares of Santander Spain. The type of settlement of the global program, grant 2015, was changed in March 2019, from Santander Global group shares, to cash.

f.1.a) Fair Value and Performance Parameters for Current Plans

i. Private Ultra High

Each participant had a reference value defined in Reais, if the indicators were reached, the percentage of achievement would be applied over the reference value, with the payment of the first installment in March 2020 and the second in March 2021.

After the performance parameter monitoring period ended in December 2019, the plan was terminated without payment of the intended remuneration.

ii. ILP Technologia

It is a retention plan for key positions launched in July/2019 where the participant must remain in employment until the payment date to be entitled to receive it.

Each executive had a reference value defined in Reais, which was converted into shares of Santander Brasil (SANB11) at a price of R$44.66, which will be delivered in July 2022, with a restriction 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 cases of non-compliance with internal rules and exposure to excessive risks.

Number of

Grant

Group of

Exercise

Exercise

Shares

Year

Employees

Start Date

End Date

ILP Tecnologia

123,158 

2019 

Executives

jul/2019

jun/2022

Balance of Plans on June 30, 2020

123,158 

In 2020, there were no shares delivered or canceled in the plan.

iv. ILP Pi Investimentos

It is a retention plan for key positions launched in May/2019, where the participant must remain in employment until the payment date.

The agreed ILP values ​​for each participant will be obtained from the 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 a restriction of 1 year after each payment and is subject to the application of the Malus/Clawback clauses, which may reduce or cancel the shares to be delivered in cases of non-compliance with internal rules and exposure to excessive risks.

2020 Indicators

2021 Indicators

Active Customers - customers with average monthly balance

Active Customers - customers with average monthly balance

Portfolio (AuM) - volume distributed including account balance

Portfolio (AUM) - volume distributed including account balance

Revenue 2020

Revenue 2021

BAI (Profit before tax indicator)

In May 2020, the provision recorded for ILP Pi Investimentos was canceled and reversed, due to the impossibility of meeting the plan's performance target. The amount of the expense on the provision for this plan recorded up to 05/2020 was R$4,851.

v. ILP Ben

It is a retention plan for key positions launched in May/2019, where the participant must remain in employment until the payment date.

The agreed ILP values ​​for each participant will be obtained from the 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 a restriction of 1 year after each payment and is subject to the application of the Malus/Clawback clauses, which may reduce or cancel the shares to be delivered in cases of non-compliance with internal rules and exposure to excessive risks.

Indicators

Number of PJ Clients

Number of PF Customers

Number of Accredited Establishments

Revenues

BAI

 

vi. ILP DTA

This is an incentive plan to boost the digital transformation of Santander, launched in September 2019, in which the participant must remain in employment until payment.

The eligible executives had a target defined in Reais and the payment will be calculated based on the measurement of the performance indicators in two moments: first period for measuring the fulfillment of key objectives (2019) and second period for determining the payment amount (2020, 2021 and 2022).

If the objectives of the plan are met, payment will be made in March 2023 in cash.

ILP DTA will be measured based on the performance of the following global initiatives:

·         Global Trade Service Platform (GTS)

·         Global Merchant Services (GMS) platform

·         OpenBank (OB)

·         SuperDigital (SD)

Additional Objectives

·         Digital assets

·         Centers of Digital Excellence

f.1.b) Impact on Income

The impacts on the result are recorded in the Personnel Expenses item, as follows:

Bank

Consolidated

Plan

01/01 to 06/30/2020

01/01 to 06/30/2019

01/01 to 06/30/2020

01/01 to 06/30/2019

Long-Term Incentive Plan - Private Ultra High

(6,106) 

(6,765) 

ILP Technology

ILP PI Investments

ILP Ben'

ILP DTA

 

f.2) Variable Remuneration Referenced to Shares

In the long-term incentive plan (deferral), the requirements for payment of future deferred installments of variable remuneration are determined, considering the long-term sustainable financial bases, including the possibility of applying reductions or cancellations depending on the risks assumed and fluctuations of the cost of capital.

The variable remuneration plan with payment referenced in Banco Santander shares is divided into 2 programs: (i) Identified Collective and (ii) Other Employees. The impacts on the result are recorded in the Personnel Expenses item, as follows:

Bank

Consolidated

Program

Participant

Liquidity Type

01/01 to 06/30/2020

01/01 a 06/30/2019

01/01 to 06/30/2020

01/01 a 06/30/2019

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)

Unidentified Collective

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

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

 

30.   Risk Management, Capital and Sensitivity Analysis

a) 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.

In this challenging scenario imposed by the COVID-19 pandemic, the portfolio and customers were monitored very carefully. In an attempt to mitigate the companies’ liquidity impact and provide the necessary support to assist all economy’s sectors, all new credit operation or extension were analyzed in order to meet the needs of customer, always maintaining the established risk classification criteria and governance for approval of these operations.

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 and Internal Controls

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

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. Bank´s business is highly dependent on the proper functioning of information technology systems.

Our business is highly dependent on the ability of our information technology systems to accurately process a large number of transactions across numerous and diverse markets and products in a timely manner, and on our ability to rely on our digital technologies, computer and email services, software and networks, as well as on the secure processing, storage and transmission of confidential data and other information in our computer systems and networks. The proper functioning of our financial control, risk management, accounting, customer service and other data processing systems is critical to our business and our ability to compete effectively.

E. 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.

F. 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 Bank's Know Your Customer guidelines, establishes policies, procedures and culture related to the subject monitoring the product´s risk and transactions carried out.

G. 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.

H. 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 metric 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 Management actively participates in the management and is regularly informed about the behavior of the capital metrics.

At Banco Santander, there is an Executive Vice-President responsible for capital management appointed by the Board of Directors; in addition, there are institutional capital policies, which act as guidelines for capital management, control and reporting (thus fulfilling all the requirements defined in CMN Resolution No. 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/

 

b) Operational Limits

As established in CMN Resolution No. 4,193/2013, the requirement for PR in 2019 was 10.5%, comprising 8.0% of Minimum Equity of Reference plus 2.5% of Additional Capital Conservation. Considering this surcharge, PR Level I increased to 8.5% and Minimum Principal Capital to 7.0%.

For the base year April/2020, the PR requirement remains at 10.25%, including 8.0% of Reference Equity Minimum, plus 1.25% of Capital Conservation Additional and 1.0% of Systemic Additional. PR Level I reaches 9.5% and Minimum Principal Capital 8.0%.

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

06/30/2020

12/31/2019

Tier I Regulatory Capital

72,898,218 

66,481,661 

Principal Capital

65,981,536 

61,389,509 

Supplementary Capital (Note 24)

6,916,682 

5,092,153 

Tier II Regulatory Capital (Note 24)

6,905,559 

5,083,808 

Regulatory Capital (Tier I and II)

79,803,777 

71,565,469 

Credit Risk (1)

483,295,157 

407,786,238 

Market Risk (2)

20,207,922 

20,235,208 

Operational Risk

50,120,651 

47,965,481 

Total RWA (3)

553,623,730 

475,986,927 

Basel I Ratio

13.17 

13.97 

Basel Principal Capital

11.92 

12.90 

Basel Regulatory Capital

14.41 

15.04 

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

(2) Includes installments for market risk exposures subject to variations in the rates of foreign currency coupons (RWAjur2), price indices (RWAjur3) and interest rate (RWAjur1/RWAjur4), in the price of commodities (RWAcomur) ), the price of shares classified in the trading portfolio (RWAacs) and installments for exposure of gold, foreign currency and operations subject to exchange variation (RWAcam).

(3) Risk Weighted Assets or risk-weighted asset.

Banco Santander publishes the Risk Management Report on a quarterly basis with information on risk management, a brief description of the Recovery Plan, capital management, PR and RWA. The report with more details of the premises, structure and methodologies can be found at www.santander.com.br/ri.

Financial institutions are obliged to maintain the application of resources in permanent assets in accordance with the level of adjusted Reference Equity. The resources invested in permanent assets, calculated on a consolidated basis, are limited to 50% of the value of the Reference Equity adjusted according to the regulations in force. Banco Santander is within the established requirements.

c) Financial Instruments - Sensitivity Analysis

Risk management is focused on portfolios and risk factors, in accordance with Bacen regulations and international good practices.

Financial instruments are segregated into the trading and banking portfolios, as carried out in the management of market risk exposure, in accordance with the best market practices and with the classification criteria for operations and capital management of the Basen Standardized Basel Method . The trading portfolio consists of all transactions with financial instruments and commodities, including derivatives, maintained with the intention of trading. The banking portfolio consists of structural operations arising from the different business lines of Banco Santander and their possible hedges. Accordingly, according to the nature of Banco Santander activities, the sensitivity analysis was divided between the trading and banking portfolios.

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

The summary tables presented below summarize the sensitivity values ​​generated by the corporate systems of Banco Santander, referring to the trading portfolio and the banking portfolio, for each of the scenarios of the portfolios of June 30, 2020.

 

Trading Portfolio

Consolidated

Risk Factor

Description

Scenario 1

Scenario 2

Scenario 3

Interest Rate - Real

 Exposures subject to Changes in Interest Fixed Rate

(16,208) 

(178,633) 

(357,266) 

Coupon Interest Rate

 Exposures subject to Changes in Coupon Rate of Interest Rate

(1,050) 

(10,704) 

(21,407) 

Coupon - US Dollar

 Exposures subject to Changes in Coupon US Dollar Rate

(606) 

(4,632) 

(9,264) 

Coupon - Other Currencies

 Exposures subject to Changes in Coupon Foreign Currency Rate

(73) 

(4,335) 

(8,670) 

Foreign Currency

 Exposures subject to Foreign Exchange

(1,658) 

(41,451) 

(82,902) 

Eurobond/Treasury/Global

 
Exposures subject to Interest Rate Variation on Papers Traded on the International Market

(566) 

(763) 

(1,527) 

Inflation

 Exposures subject to Change in Coupon Rates of Price Indexes

(38,453) 

(259,352) 

(518,704) 

Shares and Indexes

 Exposures subject to Change in Shares Price

(566) 

(14,152) 

(28,304) 

Commodities

 Exposures subject to Change in Commodity Price

(9) 

(233) 

(466) 

Total (1)

(59,190)

(514,255)

(1,028,509)

(1) Amounts net of tax effects.

Scenario 1: shock of + 10bps and -10bps in the interest curves and 1% for price changes (currencies and shares), considering the largest losses by risk factor.

Scenario 2: shock of + 25% and -25% in all risk factors, considering the largest losses by risk factor.

Scenario 3: shock of + 50% and -50% in all risk factors, considering the largest losses by 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

(239,697) 

(2,816,953) 

(5,581,879) 

TR and Long-Term Interest Rate - (TJLP)

 Exposures subject to Change in Exchange TR and TJLP
 

(116,286) 

(1,203,348) 

(2,038,210) 

Inflation

 Exposures subject to Change in Coupon Rates of Price Indexes

(330,793) 

(2,336,178) 

(4,502,324) 

Coupon - US Dollar

 Exposures subject to Changes in Coupon US Dollar Rate

(36,059) 

(285,678) 

(535,437) 

Coupon - Other Currencies

 Exposures subject to Changes in Coupon Foreign Currency Rate

(36,288) 

(315,554) 

(418,034) 

Interest Rate Markets International

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

(51,306) 

(756,809) 

(1,427,733) 

Foreign Currency

 Exposures subject to Foreign Exchange

(714) 

(17,857) 

(35,715) 

Total (1)

(811,144)

(7,732,376)

(14,539,333)

(1) Amounts net of tax effects.

Scenario 1: shock of + 10bps and -10bps in the interest curves and 1% for price changes (currencies and shares), considering the largest losses by risk factor.

Scenario 2: shock of + 25% and -25% in all risk factors, considering the largest losses by risk factor.

Scenario 3: shock of + 50% and -50% in all risk factors, considering the largest losses by risk factor.

31.   Other information

a) Co-obligations and risks in guarantees provided to customers, recorded in memorandum accounts, reached the amount of R$41,006,984 (12/31/2019 - R$41,660,754) in the Bank and R$41,006,984 (12/31/2019 - R$41,660,772) in the Consolidated.

b) The total value of investment funds and assets under management of the Santander Conglomerate is R$2,601,714 (12/31/2019 - R$2,034,999) and the total investment funds and assets under management is R$197,317,916 (12/31/2019 - R$230,199,261) recorded in memorandum accounts.

c) Insurance in force on June 30, 2020, in the form of fires, vehicles and others, has a coverage value of R$1,829,578 (12/31/2019 - R$1,829,578) at the Bank and R$1,821,864 (12/31/2019 – R$1,821,864) in Consolidated and in the global modality of banks, an insurance with a coverage value of R$392,189 (12/31/2019 - R$392,189) was contracted in the Bank and Consolidated, which can be used alone or in as long as it does not exceed the contracted amount. In addition, at the Bank and the Consolidated on June 30, 2020, there are other policies in force related to other assets in the amount of R$7,623,279 (2019 - R$7,623,279).

d) On June 30, 2020 and December 31, 2019, there were no active related operations and obligations for active related operations.

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:

06/30/2020

12/31/2019

Up to 1 Year

699.646 

651.207 

Between1 to 5 Years

1.752.029 

1.492.289 

More than 5 Years

199.464 

147.125 

Total

2.651.139 

2.290.621 

Additionally, Banco Santander has contracts with no maturity date determined, totaling R$687 (12/31/2019 - R$918) corresponding to the monthly rent contracts with this feature. Operating lease payments, recognized as expenses in the first half of 2020, amounted to R$367,492 (2019 - R$700,958).

The rental contracts will be readjusted annually, according to the legislation in force, and the highest percentage is according to the variation of the General Market Price Index (IGPM). The lessee is guaranteed the right to unilaterally terminate these contracts, at any time, in accordance with contractual clauses and legislation in force.

g) Incorporation of the spun-off portion of Integry Tecnologia e Serviços A.H.U Ltda.

On October 31, 2019, the partial spin-off of Integry Tecnologia e Serviços AHU Ltda. Was approved. (“Integry”), a wholly owned subsidiary of Getnet Adquirência e Serviços para Means of Payment S.A (“Getnet”), with a version of the spun-off portion of its assets, referring to its assets and liabilities, to Getnet. The incorporation of the spun-off portion by Getnet is pending approval by the Central Bank of Brazil.

On December 20, 2019, Getnet and Santander Merchant Platform Solutions, SL (“SMPS Global”), a company headquartered in Spain and controlled by Banco Santander, SA (Santander Spain), entered into a Purchase and Sale Agreement of the representative shares of Integry's total share capital, so that SMPS Global now holds 100% of Integry's share capital. On December 23, 2019, Integry changed its name to Santander Merchant Platform Solutions Brasil Ltda.

h) Acquisition of Summer Empreendimentos Ltda.

On May 14, 2019, Banco Santander (Brasil) S.A. 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 purchase and sale negotiation of quotas representing the totality of Summer's share capital. 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 share capital. Due to the Entity's sale plan in the term term, Summer was initially recorded as Non-Current Assets Held by the Sale, at its cost value. In June 2020, with the failure to execute the established plan, Summer became part of the scope of Banco Santander Consolidated Financial Statements.

i) Pandemic Effects - COVID-19

The Bank monitors the effects of this pandemic that affect its operations and that may adversely affect its results. Since the beginning of the pandemic in Brazil, Committees have been set up to monitor the effects of the spread and its impacts, in addition to government actions to mitigate the effects of COVID-19.

The Bank maintains its operational activities, observing the protocols of the Ministry of Health and other Authorities. Among the actions taken, we highlight (a) the dismissal of employees from the risk group and intensification of work in the home office, (b) the definition of a follow-up protocol, with health professionals, for employees and family members who have the symptoms of Covid-19 and (c) increased communication about preventive measures and remote means of care.

The Federal Government through the National Monetary Council and the Central Bank of Brazil has adopted measures to mitigate the impacts caused by COVID-19, specifically on credit operations, fundraising, reduction of reserve requirements and aspects related to capital, such as ( a) measures to facilitate the renegotiation of credit operations without an increase in provisions, (b) a reduction in capital requirements, in order to expand the credit system's ability to grant credit and (c) a reduction in reserve requirements. , to improve liquidity conditions.

As of the date of this disclosure, the Bank has identified (a) increase in loan and financing operations, especially for companies; (b) increase in requests for renegotiation and extension of terms for credit operations; (c) impacts on the allowance for loan losses and (d) increase in funds raised.

Future impacts related to the pandemic, which have a certain degree of uncertainty as to their duration and severity and which, therefore, cannot be accurately measured at this time, will continue to be monitored by Management.

32.   Subsequent Events

Determination of Interest on Equity

The Board of Directors, in a meeting held on July 28, 2020, approved the Executive Board's proposal, ad referendum of the Ordinary General Meeting to be held in 2021, for the distribution of Interest on Equity, in the gross amount of R$ 770 million , which, after deducting the amount related to income tax withheld at source, in accordance with current legislation, imports a net amount of R$ 655 million, with the exception of immune and/or exempt shareholders. Shareholders who are registered in the Company's records at the end of August 6, 2020 (inclusive) will be entitled to Interest on Equity. Accordingly, as of August 7, 2020 (inclusive), the Company's shares will be traded “Ex-Interest on Equity”. The amount of Interest on Equity will be paid as of September 25, 2020 and fully charged to the mandatory dividends to be distributed by the Company for the year 2020, without any monetary restatement. The decision was approved by the Fiscal Council, according to a meeting held on the same date, and is in compliance with the provisions of CMN Resolution No. 4,820/2020.



Composition of Management Bodies

Board of Directors

Álvaro Antônio Cardoso de Souza – President

Sérgio Agapito Lires Rial - Vice-President

Deborah Patricia Wright - Counselor (independent)

Deborah Stern Vieitas - Counselor (independent)

Jose Antonio Alvarez Alvarez – Counselor

José de Paiva Ferreira– Counselor

José Maria Nus Badía – Counselor

Marília Artimonte Rocca - Counselor (independent)

Pedro Augusto de Melo - Counselor (independent) *

 

Audit Committee

Deborah Stern Vieitas - Coordinator

Luiz Carlos Nannini - Qualified Technical Member

Maria Elena Cardoso Figueira - Member

René Luiz Grande – Member *

 

Risk and Compliance Committee

Pedro Augusto de Melo - Coordinator

Álvaro Antonio Cardoso de Souza - Member

José de Paiva Ferreira – Member

Virginie Genès-Petronilho - Member

Sustainability Committee

Marilia Artimonte Rocca - Coordinator

Carlos Aguiar Neto - Member

Carlos Rey de Vicente - Member

Mario Roberto Opice Leão - Member

Tarcila Reis Corrêa Ursini - Member

Nomination and Governance Committee

Álvaro Antonio Cardoso de Souza - Coordinator

Deborah Patricia Wright - Member

Luiz Fernando Sanzogo Giogi - Member

Compensation Committee

Deborah Patricia Wright - Coordinator

Álvaro Antonio Cardoso de Souza - Member

Luiz Fernando Sanzogo Giogi - Member

Fiscal Council**

João Guilherme de Andrade So Consiglio - Effective Member (President)

Antonio Melchiades Baldisera - Effective member

Louise Barsi - Effective Member

Manoel Marcos Madureira - Substitute

Luciano Faleiros Paolucci - Substitute

Valmir Pedro Rossi – Substitute

 

* Pending approval by BACEN

** The Fiscal Council was installed at the Annual and Extraordinary Shareholders' Meetings held on April 30, 2020, and the members were approved by the Central Bank of Brazil on July 10, 2020, the date on which they took office in their respective positions, with mandate until the 2021 Annual General Meeting.

 

 

 

Executive Board

 

Chief Executive Officer                   

 

Sérgio Agapito Lires Rial

 

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

Ede Ilson Viani     

Jean Pierre Dupui               

Juan Sebastian Moreno Blanco                        

Mário Roberto Opice Leão

Patrícia Souto Audi            

Vanessa de Souza Lobato Barbosa

 

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

Elita Vechin Pastorelo Ariaz

Franco Luigi Fasoli

Geraldo José Rodrigues Alckmin Neto

Germanuela de Almeida de Abreu

Gustavo Alejo Viviani

Igor Mario Puga

Jean Paulo Kambourakis

José Teixeira de Vasconcelos Neto

Luis Guilherme Mattos de Oliem Bittencourt

Luiz Masagão Ribeiro Filho

Marcelo Augusto Dutra Labuto

Marino Alexandre Calheiros Aguiar

Rafael Bello Noya

Ramón Sanchez Díez

Ramon Sanchez Santiago

Reginaldo Antonio Ribeiro

Roberto Alexandre Borges Fischetti

Robson de Souza Rezende

Sandro Kohler Marcondes

Sandro Rogério da Silva Gamba      

Thomas Gregor Ilg

Vítor Ohtsuki

 

Public Accountant

Leonardo Santicioli - CRC Nº 1SP 265213/O-3

 

 

 

Declaration of directors on the financial statements

For the purposes of complying with the provisions of article 25, paragraph 1, item VI, of the Securities Commission (CVM) Instruction 480, of December 7, 2009, the members of the Executive Board of Banco Santander (Brasil) SA (Banco Santander or Company) declare that they discussed, reviewed and agreed with the Financial Statements prepared by Banco Santander´s BRGAAP criteria, for the year ended June 30, 2020, and the documents that comprise them, being: Management Report, balance sheets, statement results, consolidated statements of comprehensive income, statement of changes in equity, statement of cash flows, statement of added value and explanatory notes, which were prepared in accordance with accounting practices adopted in Brazil, in accordance with Law No. 6,404, of December 14, 1976 (Brazilian Corporate Law), the rules of the National Monetary Council, of the Central Bank of Brazil according to the model of Plan C of the National Financial System Institutions (COSIF) and other applicable regulations and legislation. The aforementioned Financial Statements and the documents that comprise them, were the subject of a report without reservation by the Independent Auditors regarding the recommendation for approval issued by the Company's Audit Committee and the favorable opinion of the Company's Fiscal Council.

 

Members of the Executive Board of Banco Santander on June 30, 2020:

Chief Executive Officer                   

Sérgio Agapito Lires Rial

 

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

Ede Ilson Viani     

Jean Pierre Dupui               

Juan Sebastian Moreno Blanco                        

Mário Roberto Opice Leão

PatríciaSoutoAudi

Vanessa de Souza Lobato Barbosa

 

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

Elita Vechin Pastorelo Ariaz     

Franco Luigi Fasoli

Geraldo José Rodrigues Alckmin Neto

Germanuela de Almeida de Abreu

Gustavo Alejo Viviani              

Igor Mario Puga

Jean Paulo Kambourakis 

José Teixeira de Vasconcelos Neto 

Luis Guilherme Mattos de Oliem Bittencourt

Luiz Masagão Ribeiro Filho 

Marcelo Augusto Dutra Labuto

Marino Alexandre Calheiros Aguiar

Rafael Bello Noya    

Ramón Sanchez Díez

Ramon Sanchez Santiago        

Reginaldo Antonio Ribeiro

Roberto Alexandre Borges Fischetti

Robson de Souza Rezende

Sandro Kohler Marcondes

Sandro Rogério da Silva Gamba           

Thomas Gregor Ilg  

Vítor Ohtsuki

 

 

 

Directors' Statement on Independent Auditors

For the purposes of complying with the provisions of article 25, paragraph 1, item V, of the Securities and Exchange Commission (CVM) Instruction 480, of December 7, 2009, the members of the Executive Board of Banco Santander (Brasil) SA (Banco Santander or Company) declare that they have discussed, reviewed and agreed with the Financial Statements by the Banco Santander BRGAAP criterion, which includes the Independent Auditors' Report, related to the Financial Statements by Banco Santander BRGAAP criterion, for the year ended June 30, 2020 , and the documents that comprise them, being: Performance Comments, balance sheets, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows, statement of added value and explanatory notes, which were prepared in accordance with accounting practices adopted in Brazil, in accordance with Law No. 6,404, of December 14, 1976 (Brazilian Corporate Law) tions), the rules of the National Monetary Council, the Central Bank of Brazil in accordance with the model of the Accounting Plan of the Institutions of the National Financial System (COSIF) and other applicable regulations and legislation. The aforementioned Financial Statements and the documents that comprise them, were the subject of a report without reservation by the Independent Auditors regarding the recommendation for approval issued by the Company's Audit Committee and the favorable opinion of the Company's Fiscal Council.

 

Members of the Executive Board of Banco Santander on June 30, 2020:

Chief Executive Officer                   

Sérgio Agapito Lires Rial

 

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

Ede Ilson Viani      
Jean Pierre Dupui  
Juan Sebastian Moreno Blanco                             
Mário Roberto Opice Leão

Patrícia Souto Audi
Vanessa de Souza Lobato Barbosa

 

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

Elita Vechin Pastorelo Ariaz     

Franco Luigi Fasoli

Geraldo José Rodrigues Alckmin Neto

Germanuela de Almeida de Abreu

Gustavo Alejo Viviani              

Igor Mario Puga

Jean Paulo Kambourakis 

José Teixeira de Vasconcelos Neto 

Luis Guilherme Mattos de Oliem Bittencourt

Luiz Masagão Ribeiro Filho 

Marcelo Augusto Dutra Labuto

Marino Alexandre Calheiros Aguiar

Rafael Bello Noya    

Ramón Sanchez Díez

Ramon Sanchez Santiago        

Reginaldo Antonio Ribeiro

Roberto Alexandre Borges Fischetti

Robson de Souza Rezende

Sandro Kohler Marcondes

Sandro Rogério da Silva Gamba           

Thomas Gregor Ilg  

Vítor Ohtsuki

 

 

 

Audit Committee Report

The Audit Committee of Banco Santander (Brasil) S.A. ("Santander"), lead institution of the Financial and non-financial Conglomerate ("Conglomerate”), acts as single entity for all the institutions and companies that are part of the Conglomerate, including those entities under the supervision of the Superintendence of Private Insurance - SUSEP.

 

According to its Charter, available on Santander´s Investors Relations website (www.ri.santander.com.br), the Audit Committee, among its attributions, advises the Board of Directors on the oversight of the reliability of the financial statements, its compliance with the applicable rules and legislation, the effectiveness and independence of the work performed by the internal and independent auditors, as well as on the effectiveness of the internal control system and operational risk management. Besides that, the Audit Committee also recommends amendments and improvements on policies, practices and procedures identified in the course of its duties, whenever deemed necessary.

 

The Audit Committee is currently comprised by three independent members, appointed at the Board of Directors´ meeting of May 21, 2020. It acts through meetings with executives, auditors and specialists, conducts analyzes based on the reading of documents, and information submitted to it, as well as taking initiatives in relation to other procedures deemed necessary. The Audit Committee's evaluations are primarily based on information received from Senior Management, internal and independent auditors and the areas responsible for monitoring internal controls and operational risks. The Committee also monitors and acts on the results of inspections and notes of the regulatory and self-regulatory bodies and the corresponding measures adopted by Management to handle such notes, and holds regular meetings with representatives of the Central Bank of Brazil and others regulators, whenever requested.

 

The Audit Committee's minutes and reports are regularly sent to the Board of Directors, with which the Coordination of the Audit Committee met regularly in the second quarter of 2020.

 

With regard to its attributions, the Audit Committee performed the following activities:   

 

I – Financial Statements

BrGaap and Prudential Conglomerate - The Audit Committee reviewed the financial statements of the institutions and companies that comprise the Conglomerate, confirming its adequacy. In this regard, it acknowledged the results recorded in the first semester ended June 30, 2020, of the Institution and the Prudential Conglomerate in BRGaap standard, in addition to the individual and consolidated Financial Statements.

 

The Audit Committee held meetings with the independent auditors and the professionals responsible for the accounting and the preparing of the financial statements, prior to their disclosure.

 

II – Internals Controls and Operational Risks Management

The Audit Committee received information and held meetings with the Executive Vice-Presidency of Risks (CRO) - including attending meetings of the Risk and Compliance Committee -, the Executive Vice-Presidency of Technology and Operations, the Compliance Officer and the relevant professionals, responsible for the management, implementation and dissemination of the culture and infrastructure of the Conglomerate's internal controls, risk management and conduct. It also verified cases dealt by the “Canal Aberto”(whistleblowing channel) and by the Information Security and Anti-Fraud areas. Such verifications were conducted in accordance with Resolutions CMN 2,554/98, 4,557/17 and 4.658/18, Sarbanes-Oxley Act (SOX) and Circular SUSEP 249/04.

 

III – Internal Audit

The Audit Committee met formally with the Officer responsible for the area and with other Internal Audit professionals on several occasions during the first semester of 2020, to discuss the audit works performed, the reports issued and their respective conclusions and recommendations, focusing on (i) recommendations for improvements in areas where controls were considered "To be improved; (ii) the approval of the Internal Audit Work Plan for 2020; and (iii) the impacts of the COVID-19 pandemic. On other occasions, Internal Audit professionals attended the meetings of the Audit Committee, providing expert information.

 

IV – Independent Audit

Regarding the Independent Audit work performed by PricewaterhouseCoopers Auditores Independentes ("PwC"), the Audit Committee met formally on several occasions in the first semester of 2020. At these meetings, highlighted the following topics: discussions involved the financial statements for the first semester of 2020, accounting practices, the main audit matters (“PAA’s”) and any deficiencies and recommendations raised in the internal control report. The Audit Committee evaluated the proposals submitted

 

 

 


 

by PwC for the performance of other services, in order to verify the absence of conflicts of interest or potential risk of loss of independence. During the period, the Audit Committee also: (i) reviewed and approved the Independent Audit Work Plan for 2020; (ii) monitored the negotiation process of the fees submitted, recommending its subsequent approval by the  Board of Directors; and (iii) presented the annual and formal evaluation of the auditors' performance. The Audit Committee also met with KPMG Auditores Independentes (KPMG), responsible for the audit of Banco RCI S.A., member of the Conglomerate.

 

V - Ombudsman

In accordance with Resolution CMN 4,433/15 and  Resolution CNSP 279/13, specific works were carried out in the first semester of 2020, which were presented to the Audit Committee that discussed and evaluated them.

 

VI – Others Activities

Besides the activities described above, as part of the work inherent to its attributions, the Audit Committee met with senior management and several areas of the Conglomerate, furthering its analysis, with emphasis on the following: (i) monitoring of regulatory capital; (ii) inspections reports and notes from regulators, ongoing inspections and the correspondent action plans adopted to meet the requests; (iii) cybersecurity monitoring (iv) monitoring of topics related to Conduct and Customers Service, policies and action plans for continuous and structural improvements; (v) monitoring of tax, labor and civil litigation; (vi) review and approval of the Deferred Tax Asset Realization Valuation; and (vii) adjustments to the specific regulation issued to meet the health and economic crisis.

 

During the period, the members of the Audit Committee also participated in training, lectures and programs on topics related to its activities, and on regulations of interest and impact to the Conglomerate.

 

VII – Conclusion

Based on the work and assessments, and considering the context and scope in which it carries out its activities, the Audit Committee concluded that the work performed carried out is appropriate and provides transparency and quality to Individual and Consolidated Financial Statements of Banco Santander (Brasil) S.A. and the Prudential Conglomerate for the six-month period ended June 30, 2020, recommending its approvals by the Board of Directors of Santander.

 

São Paulo, July 28, 2020.

 

Audit Committee

 

Deborah Stern Vieitas – Coordinator

Luiz Carlos Nannini – Financial Expert

Maria Elena Cardoso Figueira

 


 

 

 

 

Fiscal Council's Opinion

The members of the Fiscal Council, in the exercise of their legal and statutory attributions, examined the Management Report and the Financial Statements of Banco Santander (Brasil) SA, referring to the first half of 2020, and concluded, based on the examinations carried out, in the clarifications provided by the Management, also considering the unqualified opinion of PwC Auditores Independentes, that the aforementioned pieces, examined in the light of accounting practices adopted in Brazil, applicable to institutions authorized to operate by the Central Bank of Brazil, adequately reflect the equity situation Company's financial and financial resources.

 

São Paulo, July 28, 2020.

 

FISCAL COUNCIL

 

João Guilherme de Andrade So Consiglio - President

Antônio Melchiades Baldisera

Louise Barsi

 

 

 


 


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: July 28, 2020

 

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